BGM-Sonic Heroes OST-System Screen: Select

Sonic: I'm Sonic. Sonic the Hedgehog. The Spider-Sense Jammers are doing their thing, weakening every spider in the kingdom. Gotta remain vigilant, cuz if one of them gets destroyed, then quarantine will be broken and that's no good. It'd be easier if we stop the maniacs that're controlling the bugs. Huh? The leader of the White Fang's saying their hiding in Haven Academy? Interesting. Better check it out!

BGM End

Issue 15: Arachnotopia

Land of Darkness

BGM-Mega Man X7 OST-Black Plotting

Somewhere in this demonic wasteland are five Nevermores perched on a rocky outcropping with large purple crystals. They fly away the instant they sensed dark energies bursting out amongst some ruins. Those energies belonged to Grimadoom, who has been training by his lonesome since his epic stalemate with the Dimensional Avengers back on Mobius. He just keeps thinking back to that fight. His first real fight since he was created. With his eyes calmly closed, he remembers curbstomping the young heroes. But quickly his fists shake with rage upon recalling the chaotic assault he endured from Super Sonic, who proved himself to be a worthy challenger to the Supreme Lifeform.

"That Blue Hedgehog…For him to pressure me like that…" Grimadoom then coldly opens his eyes saying, "He's mortal. Yet he mastered the Chaos Stone's power so quickly. His body shouldn't have been able to withstand such enormous energy. Amazing, and incredibly infuriating."

To better express his rage, and his training Grimadoom takes on a refined fighting stance. He spins in place once whilst charging an air ball in his palm, firing it as a powerful shockwave that tears through the terrain before obliterating some ruins. "But if my 'brother' is able to get stronger, then he's living proof that I can still ascend further. Until the day I surpass ALL in spacetime." Rising high above the field, with just one hand raised to the air, the Dark Hedgehog creates a growing giant sphere of dark power that he immediately casts down on the ground. Just the sudden impact resulted in a devastating explosion that quakes most of the Dark Land, covering its ruins with flames that Grima sinisterly smiles down at, "I am the Supreme Lifeform, Grimadoom the Hedgehog! I will make that Hedgehog regret ever challenging me. Won't you like to join, Kaine?"

Amidst his training, Grimadoom has also been in telepathic contact with his fellow mutated clone Tarantula, who simply snarls, 'Nnnot interested.' at the hedgehog's suggestion while he's busy minding his own business over at Mistral.

"Come now, it's only a matter of time. I can sense you're just as eager to kill Spider-Man." Grimadoom coolly grins, "We're not that different, you and I. Both clones of famous heroes, born to be weapons of revenge against the originals. Personally, I don't care about that. I have my own reasons to fight. But what about you? What is your purpose?" He asked Kaine with a shift to a curious demeanor.

'Killll Ssspider-Man. Protect ourrrr spider-family.' Tarantula claimed.

"That's just your programming talking." Grimadoom believed otherwise.

'Wrong. Payinnng a debt. Fatherrr brought me back to life. Gave me sssomething neverrr had beforrr. A home.' Tarantula argued, but Grima still isn't buying it.

"You're content with being his slave?" Grimadoom retorted sternly, "Guess we're more alike than I thought. No matter how powerful we are, we cannot escape the grasp of the Espeon Stone. As long as it's in our parents' possession, they'll be free to punish us in the most cruel way if we take a mere step out of line. Neither of us will be able to achieve true freedom. To do things our own way. If by some miracle they lose the Stone, what then? What will be your purpose in a state of pure freedom?"

Tarantula doesn't say anything. He just growls, almost depressingly, while his heart does most of the talking to Grimadoom. For this rare instance, with no one around to watch him, Grima sports a frown of sympathy. "I see…" He said rather somberly, ending the telepathic call as swiftly as he returns to his training more serious than ever.

BGM End

Atlesian Airship, Kingdom of Mistral

BGM-Mega Man Zero 3 OST-Prismatic (Remastered Ver.)

Aboard her flagship, Winter Schnee is accompanied by Penny Polendina and Sienna Kahn as they wait in the war room for the heroes to show up to discuss their next move against the Masters of Evil. They're running a little late, which is expected with troublemakers like Sonic and Spider-Man a part of the team, but it doesn't make it any less irritating. Thankfully, both the Dimensional Avengers and Team JNPR finally showed up, but not yet Sonic for some strange reason.

"Salutations, friends!" Penny happily greeted her old friends.

"Penny!" Ruby smiled as swiftly as giving her android buddy a hug, "Didn't know you were part of this mission."

"It was only logical. As an android, I'm immune to the Spider-Virus." Penny responded.

"Sorry we ran a little late. Things got hairy with Sonic. And I mean hairy. Dude's starting to look like a Werehog." Spidey joked about their tardiness.

"No, that was with Dark Gaia! THIS is different!" exclaimed by a voice that sounds similar to Sonic but with a deeper and more snarling voice.

Walking into the war room to surprise Winter's little squad is Sonic himself sporting a more bestial, spider-like form that closely resembles his old Werehog form with bushier, darker fur, spider-ish fangs, claws, and for some reason his shoes transformed into cleats. "Course it does FEEL like the Werehog, just more spidery and a sudden craving for flies." Sonic joked in his Stage 2 Spider-Form.

"Shouldn't have eaten so many sandwiches. Just saying." Pyrrha chides the spiderhog, implying his mutation happened whilst taking a bathroom break.

"I was hungry! If a spiderhog gotta go, a spiderhog gotta go. But don't worry I'm still me for the next few hours, I think…" Sonic quipped.

Facepalming at the hedgehog for not taking his mutation seriously, Winter sternly retorts, "If you mutate further, I'm throwing you into a cell. Let's begin, shall we?" She gestures to introduce Kahn beside her, "I'm sure some of you are familiar with Sienna Kahn, High Leader of the White Fang."

"It has been a while." Kahn stoically greeted the heroes.

"This is certainly surprising. Haven't seen you since that mess with Goblin, when he turned you into a goblin tiger. How ya been these days?" Spidey greeted the tiger faunus.

The annoyed Sienna then scowls, "Fine if you ignore me being annoyed by Adam Taurus's constant acts of insolence of wanting to usurp me. That boy is a fool if he thinks he can be High Leader when he allowed himself to be Goblin's slave. But enough about him. Let's discuss about the other madman that dared to challenge my rule with his virus."

"You mean Jackal?" Blake questioned her former High Leader.

"He may dress like one, but he's still a disgusting human insulting every Faunus in this world by playing god and deciding how our species should 'truly' look." Sienna retorted, pressing a button on the technological war table to project images of Jackal and Tarantula, with the latter being curiously stared at by Spider-Man as something about him seems oddly familiar, "A few hours ago, he and his pet Tarantula assaulted my throne room and killed most of my men. I barely escaped with my life, but only after I overhead him using Haven Academy as his headquarters."

"How fitting for the old prof to use a school as his base. No sane student would ever go back during the summer." Yang quipped.

"Then clearly you're insane, because our next mission is to launch a full-frontal assault on Haven in order to capture the Jackal." Winter retorted sternly.

"All of us? As in us AND the White Fang? The same terrorist organization that made our childhoods completely terrible?!" Weiss argued with her sister.

"We worked alongside them against Goblin. This situation is no different." Winter calmly refuted.

"Doesn't mean I can't express how much I DESPISE this alliance." Weiss scowled.

"Tolerate it until our enemies are defeated. This Virus threatens both Humanity and Faunuskind. If our dimensions are to survive, our forces must band together and DESTROY the Masters of Evil!" Kahn retorted at the heiress.

"A little harsh, but I know we can beat 'em." Sonic quipped, "Question is: How exactly are we gonna pull this off? Their Spider-Senses may be jammed, but those Spiders are still crazy strong alongside robots and Grimm that have taken over an entire city. And we can't risk the Jackal escaping again."

"Already have a tactic." said Winter, pressing a button on the table to project a hologram of Mistral City and her plans to raid the place, "The City of Mistral is divided into multiple levels, with Haven lying at the top spanning across the peaks of two mountains. We'll have two strike teams assaulting from different vantage points while making their way to the top: Penny will assist leading our ground forces from the lower levels, while I lead our airfleet. We'll be decoys to draw out enemy fire, leaving a smaller team led by yours to bypass their defenses on your way to the Academy."

"Won't be easy. We can use the Chaos Stone to warp ourselves into the city, but can't risk warping into Haven. We don't know what traps to expect since we also lost our Spider-Senses." Ruby suggested.

"We'll have to barge in at breakneck speed. Ignore as many enemies as we can on our way to Haven. He's just a guy in a suit, right? We can easily take him." Jaune gives out his suggestions.

"Don't underestimate him. And not all of us can run at Sonic Speed." Spidey remarked.

BGM End

For a quick moment, Sonic thinks to himself of one method that could help his friends get faster. A crazily awesome idea that gets him grinning with excitement as he tells everyone, "I know of an extreme way for you all to go fast." which got them intrigued.

Later at the City of Mistral…

BGM-Marvel Future Revolution OST-The Limbo Queen (Magik Theme Music)

As stated earlier, the massive capital city is built on two mountains within the kingdom, with various buildings covering the mountains from the summits all the way to the foothills. It was also among the first cities to succumb to the Spider-Virus, remade into a base for the Masters of Evil with massive webs entangling the mountainous region.

Several Spider-Monsters were playing around in the lower levels of the city until one mutated bug spots a grenade thrown into their vicinity. The grenade explodes, releasing a gas specifically made of Ethyl Chloride that weakens a crowd of spiders long enough for them to be taken down by the powerful combined forces of the Atlesian Military and the White Fang. The heroes have finally begun their assault on Mistral, to retake Haven and capture the Jackal no matter the cost.

"Ground Unit, continue using Anti-Spider Weaponry against the Spiders! They may be monsters, but those are still innocent people! I want ships firing missiles around Haven! I want Jackal to know we've come to visit!" Winter ordered her forces from within her flagship.

Many missiles are fired around Haven Academy, causing explosive havoc that scatters guards and activates the anti-missiles turrets that seamlessly react to anymore missiles that targeting the school. Out of nowhere the Atlesian Airfleet is assaulted by invisible forces in the sky, infuriating Winter as she watches them reveal themselves as the Masters of Evil's own airfleet. "Sneaky. Trying to ambush us." The Schnee Specialist muttered.

Though the Masters' firepower greatly surpasses her own, Winter is too stubborn to give up. She has her forces fight back with everything they got from the skies to the ground, as evident by Penny plowing through enemy lines with her Floating Array weaponry. With just simple movements from her hands, the Atlas Android strikes down Badniks, Sinister Soldiers, and Grimm alike with every short sword simultaneously without difficulty yet with amazing skill. Suddenly Penny is under assault by golden clones of a certain monkey faunus that was mutated by the Spider-Virus, pressuring her until a Man-Spider wielding an electrified trident smash her through a building.

"Hold on, I know you two…" said Penny, scanning the two Man-Spiders while standing back up, "This one is Sun Wukong, and the other is Neptune Vasilias. Both members of Team SSSN."

"Wggraaah! Gwwraaaaah!" Spider-Sun growled murderously, now under the complete control of the Evil Masters.

"Graaaaaah?" snarled Spider-Neptune while offering a bro-fist to his fellow spider.

"Wrah." Sun accepts the bro-fist, before both monsters roar, "WRAAAAAAAAAGH!" whilst rushing in to kill Penny.

Wielding his signature staff, Spider-Sun clashes ruthlessly with Penny's swords and nearly overpowers her. Penny thinks quick and pinpoints an opening on his chest for her to exploit, using her swords to distract the spider-monkey for a bit so she may throw high-speed punches that knocks him away. Spider-Neptune tries surprising her with his morphing rifle only for her to jump high into the air, prompting both Spider-Huntsmen to follow her. "I'm really sorry about this." Penny apologized, bringing her swords together to unleash a humongous energy blast imbued with Ethyl Chloride that surprises her mutated friends before they are smashed to the ground, completely unconscious.

BGM End

'Give me an update, Penny.' Winter contacted her.

"We're halfway through Mistral Below. My sensors indicate reinforcements from the upper levels are on their way to slow us down." Penny responded.

'The plan is working. Continue keeping the enemy busy as I do the same.' Winter ordered, before contacting, 'Avengers, you're up. Don't waste any time!'

BGM-Spider-Man: No Way Home OST-Liberty Parlance

There was no time to waste. With a majority of their enemies distracted fighting their Atlesian allies, the Dimensional Avengers are ready to raid Haven with a more chaotic approach. Using the Chaos Stone, Spider-Man opens a portal that connects their flagship's hanger bay to the upper levels of Mistral. And alongside Team JNPR and Sienna Kahn, the whole team are ready to race through it at light speed with Extreme Gears.

"Portal's open. Let's hurry before Elder Ice Queen melts with crankiness." Spidey jokingly told his team.

"Nice idea for us to use Extreme Gears. This way we can hurry to Haven while getting some practice in for the Grand Prix." Yang smiled at the blue hedgehog.

"EXACTLY why I thought this'd be a good idea." Sonic quipped.

Sienna was also given an Extreme Gear to try out, holding the highly advanced hoverboard in her hands while being amazed from what she is checking out. "I've seen the advertisement of the DX World Grand Prix. Hmm…Sounds fun enough to participate." She remarked.

"Are terrorists allowed to enter?" asked Knuckles.

"If we sneak it." Kahn quipped with a sly smile that annoys the echidna.

"Then DON'T and enter like a normal person. Tournament's already in danger of being cancelled if we don't stop this Virus." Knuckles retorted.

Holding her own stylized Extreme Gear, Pyrrha walks up to Spidey's side as he asks her, "Want to take the lead on this? Take charge saving your home kingdom? You are the 'Pride of Mistral' after all."

"And you're the Hero of Remnant." Pyrrha quipped, placing a comforting hand on her friend's shoulder, "I'll stick by your side to tip you shortcuts to Haven as you lead us to our destiny."

"I don't believe in that stuff. It was an accident that gave me my powers, and it was my choice to use them for the greater good. I won't let the Masters decide how any of us should live our lives." Spidey voiced his opinions about destiny.

Pyrrha giggles, "You haven't changed at all. And I'm grateful."

"Right!" Peter nodded confidently, before turning to his friends, who are all just as confident in their mission, behind him asking, "We all ready?!" From the Mobians to the Huntsmen to the White Fang High Leader, everyone responds to his question with nodding smiles, which gets him smiling, "All right, let's do this!" With the Amazing Avenger as their lead, the heroes of three worlds rush into the portal to find themselves skydiving toward Mistral with most of them screaming wildly with incredible excitement.

"WOOOHOHOHOHOOOO!" Sonic hollered.

"AAAAAAAHAHAHA!" Ruby laughed.

"YES!" Spider-Man shouted.

The spider-heroes swing in spectacular tandem that fills each other's heart with joy, with Spidey lending a web-slinging hand that pulls both Knuckles and Sienna forward through the skies. All of them then stylishly land on their respective hoverboards, starting with Teams RWBY and JNPR, Team Sonic, and lastly Spider-Man and Sienna before they all combine their speed for one all-mighty colorful boost that has them rocketing through the streets on their way to Haven Academy.

BGM End

Evernight Factory, Land of Darkness

BGM-RWBY: Grimm Eclipse OST-Ambient Mysterious 03

Walking through the castle halls is some Egg Pawns patrolling the area for anyone stupid enough to infiltrate their base. There have been no signs of any intruders as they continue walking, except for one that caught the faintest glimpse of some strange light that emitted from a room behind it. The Egg Pawn entered the room to find it dimly lit by weak candles, just like a majority of the base, and nothing else. The robot scratches its head in confusion, believing its mechanical brain is making it see things that aren't there and shrugs it off to continue its patrol. What a mistake that was, as from out of the shadows are four heroic intruders that used Chaos Control to infiltrate the base completely undetected: Shadow the Hedgehog, Rouge the Bat, Qrow Branwen, and Black Widow. All four are members of the Secret Avengers, and they're here on a mission to take down the Masters of Evil.

"Infiltration successful. Activate your H.O.M.E.R. Lenses." Black Widow whispered to her teammates. Seamlessly without making any motion, the new technologically advanced AR lenses embedded over their eyes light up bright with their own iconic color, connecting the user to an AI that provides them an optical user interface with numerous functions that are handy in stealth missions. "Nova, can you see what we see?" asked Widow through her AR Lenses.

'Clearly.' Nova responded, appearing in the corner of her interface, 'The rest of us will stay in the Quinjet as support and backup. You and Rouge find the Dimensional Harvester and shut it down, while Shadow and Qrow go and capture Salem. Be wary of Spider-Guards and their Spider-Sense. Good luck.'

The four heroes share a quiet nod before preparing what'll further help them in this mission. Shadow charges a little chaos energy for Chaos Control. Qrow uses his magic to transform into a corvid. Rouge flaunts her wings that are ready to fly. And Black Widow turns her belt buckle to trigger her twilight cloaking device. With that, their mission begins as each go their separate way in the factory.

Evernight Factory is huge sporting the toughest security this dimension will ever know. One slip-up and the mission will end in devastating disaster. Only the most professional of spies could ever hope to explore the base without blowing their cover. And lucky for the Avengers, they sent in their best. There's Shadow skating through the base, moving so fast pass Spider-Guards that their Spider-Sense don't react to him. Qrow carefully flies over traps and cameras, which is tremendously easier in bird form. Rouge makes sure to hide in the shadows whenever a Seer Grimm is patrolling the halls. And robots are stealthily taken down by the invisible Black Widow and her electric batons. All their actions are being watched remotely by Nova, Raven Branwen, and E-123 Omega; the rest of the team that are hanging out in the invisible Quinjet parked in the skies outside.

"Our new secret team really have become coordinated over the past weeks. From barely being able to stop interdimensional smugglers wanting ISO-8 to stopping interdimensional terrorists under their noses." Nova commented about his team with a smile, before turning to Raven sitting near him, "Still surprised you accepted Cap's invitation."

"It's a fun part-time gig. No doubt to keep me in-line." Raven quipped.

"From raiding villages and stealing their resources?"

"Not too different from Rouge's hobbies."

"She steals jewels. You steal lives."

"Didn't we murder an alien race and their planet not long ago?"

"I wasn't there, and the symbiotes were evil. There's a difference."

"Hmm."

BGM End

Omega doesn't find their little playful conversation any amusing, for he was more intrigued by a strangely massive silver light that burst into existence many miles away from the Factory. "What is that silver light that is far more interesting than your conversation?" The Super Badnik asked his teammates, which got them curious too.

BGM-Super Dragon Ball Heroes OST-Prison Planet

The invisible Quinjet flies in close enough to the source of that bright light that is already dimming. The source reveals themselves to be Grimadoom, who had just used the Silver-Eyed Power he inherited from Ruby to annihilate dozens of the strongest Grimm in the area at once with a single stern glare. "It's that Dark Hedgehog we've been hearing about. The one that fought Spidey's team back on Mobius. A clone created from the cells of our Worlds' Mightiest." Nova recognized the clone hedgehog from the news.

Suddenly Grimadoom sensed something was amiss in the Land of Darkness which got him stopping his training for a curious moment. It wasn't just from the feeling of being spied on but something else. Something familial and possessing power similar to his own. 'What is this presence I'm sensing? A source of chaos energy that's emitting from within the Factory. It's not the Chaos Stone, this is quieter. Handled with far more experience than Sonic.' Grima thought and continues to stoically ponder, 'Could it be the other one…?'

In a blink of an eye, Grimadoom vanished from the sight of the heroes that were spying on him. "He's gone!" A shocked Raven exclaimed.

"Widow! He lost visual of Grimadoom!" Nova informed his leader.

'We saw. We haven't triggered any alarms and that guy's a mystery with powers that aren't easy to control. Whatever he's planning and wherever he's going, it won't be good for the people around him.' Widow responded ominously.

BGM End

Back at Mistral…

BGM-Sonic Riders: Zero Gravity OST-Sealed Ground

"I keep hearing that the higher one goes, the nicer the city gets…" says Nora while riding her Extreme Gear through the nightmarish webified levels of Mistral, "Well up here stinks too."

"Just another sign the Masters have completely conquered the city." Tails remarked.

The skies above continue to be filled with Atlesian airships engaging in brutal warfare against the Evil Masters Fleet to provide cover for Spidey's team as they continue their dangerous trek up toward Haven Academy. Some enemies try slowing them down but it was fruitless when they're riding at light speed on their Extreme Gears, with heroes like Tails and Pyrrha using their Gears to fly over obstacles, Knuckles and Nora using their impressive strength breaking through barricades, and Sonic, Spidey, and Jaune grinding on weblines to increase their already thrilling speed.

"Watch out! Here comes the Spiderhog taking the lead!" Sonic smirked while in first place.

"For the next two seconds!" Spidey snarked.

"This isn't a race, you guys! At the very least slow down so I can catch up! I'm still new at hoverboarding!" Jaune complained from behind the more experienced racers.

BGM End

Jaune performs a kick dash to give himself that extra burst of speed to catch up with his friends whilst zooming past both Blake and Sienna. His action got the High Leader thinking about something that's been somewhat bothering her for months now and been meaning to get it off her chest. And who better to talk to about it is the daughter of the previous High Leader of the White Fang as she glances at Blake beside her.

BGM-Captain America: Civil War OST-A New Recruit

"Your friends are a curious bunch. Both the Mobians and Humans. Despite the grave situation we're facing, some of them aren't taking it seriously." Sienna said to Blake.

"They've always been like that. No matter how bad things get, they remain hopeful we can succeed. To make the world a better place, for all species." Blake replied.

"Are you implying something about the White Fang?" Sienna sternly asked.

"Since the beginning, the White Fang has fought for equality between Humans and Faunus with limited success, leading to my father stepping down and you succeeding him to employ more radical methods for our kind to earn respect." Blake responded.

"Which worked!" Sienna retorted, "Humanity must fear the Faunus, to know that we demand respect! Peace bred complacency and acceptance of our place in the world. Nonviolent political protests only got us so far with little results. It certainly wouldn't stop the humans that are spreading a virus that are turning our kind into more of the monsters they already see us as. A reason I will not allow humanity to push us down without pushing them back"

"No, it's a reason why we need to rise up and be greater!" Blake countered fiercely, "We Faunus are born with abilities most humans don't have without a Semblance! Instead of using them to hurt humanity, we should use them to help them! Be heroes for both species!"

"Become defenders of a world that hates and fears us?" Sienna questioned her crazy idea.

"Yes!" Blake firmly glares at her former High Leader, "Fear is what is separating us. Violence is what birthed monsters like Adam to continue spreading that fear. Faunus are just as capable of hate and violence, and humans can be treated with as much contempt…" She gives a sorrowful glance at Spider-Man, a prime example of a human being treated unfairly, "I have learned from my adventures as a huntress, with Spider-Man and the X-Men, that there is another path to peace and equality. To fight for hope and against injustice from all that threaten that hope. Learn to trust others no matter what they are and how they might react. You said it yourself. An alliance between our species is necessary if our dimensions are to survive this crisis. It is how we survived our war with Green Goblin, by working as one. Permanent change won't come overnight, and not everyone will get along. But until that day comes, we keep moving forward. To ensure the dream never dies." She finished her little speech with confidence of a brighter future which got Sienna somberly contemplating the future of her White Fang.

BGM End

"Pyrrha, how much farther?" Spidey asked her.

"Should arrive in the next minute if nothing else stops us!" Pyrrha responded.

"Avengers! FULL SPEED AHEAD!" Spidey ordered his friends to speed up.

"Yeah!" Ruby obeyed.

"Alright!" Sonic complied.

But, as they all prepare to pick up the pace, four of them begin feeling something crawling on their minds. Specifically, the minds of Team JNPR, as a certain immortal Spider-Witch becomes interested in manipulating them for her own villainous endeavors, 'Not yet. I cannot allow the Avengers entry into Haven. Delay them for your Queen, my children.'

BGM-Super Dragon Ball Heroes OST-Inevitable Shura

"HSSSSS!" was what snarled out of the mouths of Team JNPR, as each huntsman and huntress are painfully forced into mutating into their final monstrous spider-forms that triggers Spidey's tingling sensation and fears.

"Oh god!" Spidey exclaimed, sharing this horror moment with his non-mutated friends and Sienna.

"Jaune?! NO! They're mutating!" Ruby commented whilst being utterly horrified of her fellow classmates turning into monsters right before her eyes.

"Impossible! They're not due to mutate for another hour at least!" Tails retorted.

"HWRAAAAAAAAAH!" Spider-Jaune roared monstrously, ready to lead his now-monstrous Team Spider-JNPR on a murderous Extreme Gear rampage, starting with the Dimensional Avengers.

From a ferocious burst of speed, Spider-Jaune catches up to Ruby with sword and shield in hand to battle her. The Scarlet Huntress was left with little choice but to fight back and talk some sense into him, using her scythe to match his devastating blows while saying, "Snap out of it, Jaune! I know you're still in there!" to no avail as her friend is under the complete control of the Masters of Evil. Same for the rest of Team JNPR. Yang was able to counter a hammer swing from Spider-Nora with webbing that binds her for a second until she burst free to morph her weapon into a grenade launcher, blasting the Blonde Brawler onto a building but leaves herself open for a powerful punch from Knuckles. Spider-Pyrrha uses her Semblance to manipulate metallic debris nearby and hurl them at Weiss as projectiles, forcing the heiress to narrowly dodge them all whilst leaving her Gear vulnerable to be manipulated into pulling her into a monstrous punch that knocks her down, scaring Sonic into hurrying to her rescue.

"Gotcha!" Sonic shouted upon catching Weiss before she fell way behind.

Meanwhile, Blake is keeping herself busy dodging all of Spider-Ren's bullets with smart usage of her Semblance to slow him down, but only barely. But it was enough to allow Sienna to disarm then push him back a bit.

"Spider-Man! They must NOT follow us to the Academy!" Kahn shouted at him to think of a plan that'll quickly defeat Team Spider-JNPR.

"Tails, the Ethyl Chloride!" Spidey ordered him to use them against their mutated friends.

"Right! Girls, get back!" shouted Tails while taking out several bombs full of the toxic chemical.

The instant Team RWBY were out of range, Tails hurls the Ethyl Chloride Bombs at JNPR. With their Spider-Senses jammed, the Spider-Huntsmen failed to notice the danger that was about to hit Jaune in the face. The bombs explode, releasing the toxic gas which heavily weakens JNPR long enough for Spider-Man to blow them all away with a powerful tornado spun out of his Extreme Gear.

"Jaune…" Ruby said, mourning the loss of some of her closest friends to the Spider-Virus.

"There's nothing we can do for them! Keep moving!" Spidey sternly ordered the young huntress to keep moving forward to Haven Academy, with the silent promise that they'll cure them and definitely make the Masters pay for turning their friends against them.

BGM End

Evernight Factory

"Wasn't long, but it was long enough for the Professor to prepare another surprise waiting for the children once they enter the school." said Salem, mediating on a webified magic circle in her conference hall that is helping her powers concentrate on the Battle of Mistral, "Still…I have tried manipulating the young Avengers into succumbing to my control but it has been difficult. Why is that…? Perhaps it is the Chaos Stone. Their prolonged exposure to its chaotic energies must be disrupting our connection." She calmly theorized, "Nonetheless, they only have mere hours before they mutate naturally."

BGM-Super Dragon Ball Heroes OST-Big Bang Battle

As Salem continues to mediate and weave her Spider-Soldiers in their war against the Atlesian Military, she is clueless to the fact that both Shadow and Qrow have been spying on her outside her conference room. Both Secret Avengers hide in the shadowy corners, only peeking into the room to check if Salem has detected them yet. So far she hasn't noticed, but they silently agree they must be quick and flawless in her capture. Shadow charges up a Light Speed Dash, one of his best techniques that he's using to bypass her psychic senses. As he nears the distracted Witch, the Black Hedgehog charges up tremendous chaos energy in his hand with the fierce intentions to freeze Salem in time, bringing them one step closer in stopping this spider-nightmare and saving their dimensions.

'Chaos…' Shadow scowlingly thought.

But then suddenly, and right in his face, Grimadoom smirkingly appears with his hand before the surprised Ultimate Lifeform shouting, "BLAST!" to unleash a destructively powerful energy beam that blasts Shadow through many walls until it explodes with enough force to obliterate a portion of Evernight Factory, whilst everyone inside was left surprised by the explosion including Salem.

"SHADOW!" Qrow shouted, before hauntingly sensing Salem about to surprise him with a dark mystical beam that he just struggles blocking with all his strength.

"I thought I sensed some insects crawling around uninvited." Salem mocked the huntsman.

"Should've called pest control earlier to deal with your spider-problem." Qrow quipped as he continues struggling against her revived magic.

Back with Shadow, he is still flunged through a wall until he manages to recover on his feet while sliding backwards on a hallway floor at high speeds. Grimadoom returns with another swift attack, but Shadow was ready to dodge it with Chaos Control, prompting the dark clone to use the same technique to counter him. Space and time are relentlessly being disrupted by the two Hedgehogs as they trade devastating light-speed blows, with neither gaining the upper hand as they aren't fighting seriously yet even as they ram into each other.

"I have been looking forward to this! The Supreme Lifeform versus the Ultimate Lifeform! You're outdated! I'm superior to you in every regard!" Grimadoom mocked his brother.

"You're only a supreme abomination! I'm going to erase you!" Shadow retorted, as the twin hedgehogs return to their brutal spacetime brawl.

Meanwhile with Black Widow and Rouge, they had just knocked out all the guards guarding the Dimensional Harvester as they hear the loud battle noises that are starting to annoy Rouge. "They just couldn't help themselves getting into trouble." The Bat Spy joked.

"Let's shut this down then back them up!" Widow told her.

Both spies hurry to the controls of the Harvester, but their path was blocked by a new monstrous menace. The Spider-King, stomping before them with glaring eyes that don't scare them one bit. "You must get passst me first." Spider-King taunted them, with the stern Avengers preparing themselves to take on the King of the Spiders.

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Haven Academy, Kingdom of Mistral

Finally on the school grounds, Spider-Man still takes the lead as the other Dimensional Avengers and Sienna Kahn follow close behind. All of them jump off their Extreme Gears as they fiercely run while being mindful of any traps. Ruby took a moment to glance and admire Haven's CCT tower before following the rest of the group to a nearby building.

"Took a while to get here!" Knuckles complained as they enter the building.

"Stop complaining and be ready for anything!" retorted Blake with weapon in hand, as the group stand together in the grand hall looking out for the Jackal and traps.

BGM-Sonic Adventure OST-Theme of Dr. Eggman

"You pesky rats!"

"Huh?!" Blake reacted to that villainous voice with furious shock.

"Don't even think you can drop out of my summer class alive!" joked the Jackal appearing on a terrace at the top of the stairs that is being held up by a statue of a woman in chains.

"'Bout time you showed your face!" Spidey quipped, shifting into a cocky fighting stance exclaiming to his former professor that, "Come on! It's game, set, and match!"

Jackal scowls, "You've always been my most annoying student, Spider-Man! Today's the day I take your lives as well as the Chaos Stone! ARISE, MY SPIDER-SERVANT OF DESTRUCTION!"

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BGM-Sonic Generations OST-Vs. Perfect Chaos (Phase 2)

Suddenly the ground beneath the heroes begins to tremble violently as they are left clueless to what it is yet. Pressure from underground is cracking the grand hall to the point of bursting alongside a gigantic watery geyser that carries the screaming heroes to the ceiling, smashing them through it until they fall out and land back on the spacious quad. Just as they recover, they were horrified upon watching the water slamming before them whilst revealing itself to be sentient and evil, transforming into a massively monstrous spider-like creature that roars, "ROOOOOOOOOAAAAR!" with characteristics and a brain that reminds the Mobians of a certain God of Destruction that is scary when its angry.

"What…in the world is THAT…?" Ruby asked through a horrified tone that has left herself stunned in disbelief at the monster she is facing.

"That's Chaos, an Ancient Water God from my world that was supposed to be sealed in the Master Emerald!" Sonic informed his friends of what the godly threat they're confronting.

"A GOD?!" A surprised Sienna exclaimed as the mystical mutated Chaos Arachnid is about to attack.

"Beat it before, and hopefully can do it again!" retorted Sonic, as he and his friends scatter to avoid Chaos's divine power.

From his raging body burst out a deadly swarm of water tendrils that Chaos Arachnid is using against the heroes surrounding him. Most of them are too focused in evading his attacks, leaving it up to Spidey to strike with midair web shots that have no affect on the mutated god. "Can't believe you experimented the Spider-Virus on a GOD! Are you THAT mad of a scientist-?!" Spidey shouted at his nemesis before being smacked by a water tendril.

"Very!" The grinning Jackal quipped whilst watching the chaotic battle atop the Grand Hall rooftop, "With some magic to help keep it on its leash. Heard this walking puddle is not very cooperative."

"Big mistake! We'll take him down, no matter what! We ready?" Ruby confidently asked her teammates.

"Yeah!" Weiss responded.

"Ready! Attack its core! Use ice and electricity to slow him down!" Knuckles exclaimed.

"ROOOOOOOOOOAAAARRR!" Chaos Arachnid furiously roars out energy missiles that bombard the battlefield, with the likes of Ruby web-swinging away firing Electric Dust bullets that electrocute his brain. Chaos retaliates by extending several spines to attack Ruby, with the huntress using them to grind his way toward Chaos' brain as it's once again electrocuted, this time from a shot by Sienna's weaponized whip. Ruby tries swinging her scythe through Chaos, but the god raises a part of himself to violently eject her.

"Rocket Accel!" Sonic shouted a team move at both Tails and Knuckles. As Team Sonic races toward the massive Spider-God that is distracted fighting their friends, Sonic rolls into a ball while his teammates get up behind him. Once gathered, his friends push Sonic forward with extreme force, propelling him up Chaos' watery body at thunderous high speed so he may strike the core and cause the god to burst.

But it'll take more than a Spin Attack to defeat Chaos Arachnid. The Divine Mutant reforms himself to surprise Team Sonic with a devastating mouth blast that knocks them unconscious for a little while. "GUYS!" Spidey shouted at the mobians to wake up but to no avail, which leaves him furious, "Damn it! Weiss! Blake! Give us an opening!"

Blake provokes Chaos to rampage toward her with bullets to the face to blind him from her tactic of using an electricity clone as a decoy. The plan worked, and Chaos was stunned for the nearby Weiss to shout, "Glacial Torrent!" as she freezes the spider-beast. Spider-Man and Yang suddenly zip in with a lightning-fast Web-Strike and fiery fist respectively, both unleashing their powerful attacks at once on the frozen Chao God as the spectators watch him shatter like glass.

Chaos Arachnid seems to be weakening but is still incredibly strong enough to continue pressuring the heroes, as evident by him reforming around and entrapping Spidey and Yang within his watery body where he intends to drown them whilst pinning down Weiss with tendrils.

"YES! Kill them, Chaos Arachnid! Make the fools regret they can stop change!" Jackal gleefully cheers on his test subject, "Why they'd even bother? Everyone turning into spiders is the best way to end racism and discrimination. Isn't that what you Faunus have been fighting for?" He directs his taunting at the two Faunus that are still fighting.

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"Mutating entire dimensions is NOT the solution!" Ruby angrily argued, "Discrimination comes from the heart! Hatred comes from the heart! The need to feel superior comes from the heart! It is from a weakness of the heart that discrimination is born!"

"That's right!" Blake stepped in to support her human friend, "Turning everyone into the same species won't solve a thing! Discrimination will only reappear in other forms! Besides, what do you care? You're threatening all species out of spite for a girl that was never interested in you when she was alive!" She insulted him about his obsession with Gwen Stacy, which definitely made him angry.

"No one else deserved Gwen more than me!" Jackal angrily retorted, clenching his fist at the faunus, "Torture and violence is necessary to prove one's superiority over others! Wouldn't you agree, Ms. Kahn? That IS what your White Fang has been about for years!"

Sienna calmly responds to the villain with, "True. I did suggest violence where violence is necessary. But now I think is the time to narrow down that focus…" She then shifts to a more threatening tone as she declares, "On villains like you that threaten all life; Faunus, Mobians, and Humans included."

BGM-One Piece: Pirate Warriors 3 OST-I'm Going to Surpass You!

Blake proudly smiles to see that her earlier words got through Sienna's thick skull as she now seems interested in fighting for the greater good, for all races. Jackal, however, is less than pleased at this slight shift into heroism as he menacingly retorts, "You wanna be a goody two-shoes? Fine! You can die along with the rest of them! CHAOS ARACHNID! KILL THEM ALL!"

"ROOOOOOOOAAAAARRR!" Chaos Arachnid roars monstrously down at the two Faunus and Ruby. But then outta nowhere, the mutated god is smashed away by Spin Dashes belonging to a certain Mobian Trio that also freed Weiss from his tentacled grasp.

"What the?!" Jackal shouted in surprise upon realizing Team Sonic have recovered from their earlier defeat.

"Ruby, Blake! Do that Ladybug move!" Sonic quickly ordered them.

Ruby firmly nods, "Right!" Both the Human Huntress and Faunus Huntress pair up against the massive water monster, double teaming Chaos with a vicious slicing combo across the chest that frees Spidey and Yang from their watery prison. "You and Weiss hurry and defeat him!" Ruby ordered Sonic to finish the job.

"Give me the Stone!" Sonic shouted at the soaking wet Spidey to toss him the Chaos Stone.

Once he caught the Stone, Sonic and Weiss smile at each other whilst racing toward the weakened Chaos Arachnid. Swiftly, the Heiress Huntress creates glyphs for the hedgehog to zig-zag himself high into the air until his feet stick to one massive glyph empowered by both magical electricity and the Chaos Stone. Sonic absorbs the glyph energy to immensely power himself to the point of transforming into pure blue energy that's starting a thunderstorm all over Haven Academy.

Right as he reaches full power, the scowling Sonic rockets off the glyph shouting, "Here it comes…!" and diving straight for Chaos Arachnid's vulnerable brain.

"GROOOOOAAARRR!" Chaos Arachnid refuses to lose without giving it his all as he violently unleashes the full force of his mouth beam right at Sonic, completely consuming him.

His effort was futile, as Sonic survived the blast totally unscathed yet more determined to defeat him. With one mighty war cry, Sonic slams right onto the brain as a hyper-fast lightning bolt from the heavens that is ferociously shouting, "TRUE BLUE STREAK!" that spells Chaos' defeat. From that massive lightning bolt that's quaking the entire school, Chaos Arachnid explodes into a watery mess that gets Jackal crying out and the heroes celebrating their victory.

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However, the puddle that was Chaos lands on the ground, reverting to his base Chaos 0 form. "It wasn't destroyed. It survived!" Yang scowlingly noticed.

"Course he did. He's immortal. But he's not our enemy anymore." Sonic steps in with a brief explanation, "Simply used the positive energy of the Chaos Stone to neutralize the spell that was controlling him."

"You really gotten a hang of that thing, huh." Yang remarked.

"More or less." Sonic quipped.

The purified Chaos stands on his feet a little winded and confused, trying to remember how he gotten himself into this situation: He remembers his home, the Master Emerald, being stolen from Angel Island. Of himself being extracted from the Emerald by a certain Latverian King's magic. And with the help of Jackal, that King was responsible for mutating the Guardian God of the Chao into the Spider-God of Destruction. To say Chaos is furious is an understatement, as he wastes no time outright skinning Jackal down to the bone with a devastatingly pressurized water beam that ended his life right then and there.

"CHAOS! THERE WAS NO REASON TO DO THAT!" The surprised Spidey berates the water god for killing Jackal.

"Forgot this guy has anger issues. Almost as bad as Yang's." joked Knuckles, which earned his head a smashing straight from the infuriated huntress's fist.

'Muahahahaha! Ahahahaha!' Out of nowhere was heard a maniacal laugh belonging to a Jackal that just died. The heroes, Sienna, and Chaos run towards the source of the laughing, which happens to be a nearby Sinister Soldier lying destroyed on the ground as it speaks in Jackal's voice, 'GOTCHA! All you fools have been deceived!'

"The one that died was a CLONE?!" The shocked Ruby realized.

'In less than 5 hours, your dimensions will be conquered by the Masters of Evil! The greatest Spider-Army in existence will expand and sweep across entire worlds! I look forward to when you join them!' Jackal gloated over the heroes, having full confidence his forces will win this war.

BGM-Sonic Heroes OST-Disquieting Shadow

Furious over being deceived, Spider-Man flaunts his arm aside exclaiming, "Damn it! He trapped us in a wild goose chase just to stall for time! We've lost our dimensions, our friends, any semblance of order! C'mon, Reed! Hurry with that cure! You're our last hope!"

"We NEED to find Salem! Stop her from spreading this Virus to any more dimensions!" Sonic declared, just as angry as his leader from being tricked.

Just then, Sonic feels something wet touching his shoulder. He turns around to face Chaos who has his reasons for pointing at the Chaos Stone in his hand. "Huh? The Chaos Stone? …You want to help us?" Sonic questioned, in which the Water God answers with a snarling nod.

Trusting Chaos, the Hedgehog hands him the Stone. Already having a masterful grasp of its cosmic chaotic power, Chaos uses it to invoke Chaos Control, surprising his newfound allies with a spacetime distortion that they fall in screaming as they hope it'll lead them to Salem. But unbeknownst to the Avengers, they were being spied on by the terrifying eyes of Tarantula from a rooftop.

"Paaarrrrkerrrr…Bruuutherrrrr…" Tarantula snarled ominously, sensing his fateful reunion with Spider-Man is dreading near.

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BGM-Spider-Man (Movie Game) OST-Main Menu Theme

KFX Here: Here's another difference from the original story. In the original, it was the Secret Avengers that fought Chaos Arachnid while the Dimensional Avengers fought Salem. I've switched things up, just for this bit, as the next chapter will focus on both Avenger teams working together in stopping the Evil Spider-Family comprised of Salem, Spider-King, and Grimadoom. Should be fun and hectic.

Next Time: A Salem Spider-Witch Trial! Super Rematch in the Mirror Dimension!

Please leave a review that'll tell me what you thought of this chapter! What did you like? What didn't you like? Would really appreciate the feedback.

Attention fellow Omega Flight Agents! I have downloaded the newest Marvel mobile game, Marvel Future Revolution, and I'm having a blast so far! If you also have the game, feel free to send a friend request to "KingFrancisX" and join my alliance under the name "UnitedHeroes" so we may have fun together! I'm usually in the "Sakaar 1" server room!

Note: Check out MetalJrock's Super United Champions: The Secret War, as well as his Web of Chaos: Deadly Adventures. They're good stuff so far, so please check them out.

Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!

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