BGM-Spider-Man: Web of Shadows OST-Web of Shadows

Venom: We are Venom! Spider-Man's worst nightmare! If we want to destroy the wallcrawler, I must gain full control over the symbiote. Cinder took me to see her boss, Salem, who could help me. She infused Grimm energy into my symbiote, making us stronger than ever! The powers of Grimm and Symbiote courses through me! Nothing can stop us now! Not even Spider-Man! HAHAHAHA!

BGM End

Issue 2: He's Back

Midtown High School

BGM-Spider-Man: Homecoming OST-Academic Decommitment

'I had no idea Venom started working for Salem, let alone she's been living in this dimension for months. I was more focused trying to balance my superhero and school lives for the billionth time.' Peter narrated.

A bus drops off Peter at his high school in Queens, Midtown High. He approaches the main building, opening the doors and walking through the crowded hallway of students and faculty. He stops at his locker, entering the combination to open it and picking out his textbooks before walking down the hallway towards his class.

Peter continues narrating, 'Midtown High. While my time at Beacon Academy was nice, nothing beats attending classes that's not about slaying monsters or training to be the very best Huntsman like no one ever was.'

In his science class, Peter is having trouble keeping himself awake after a night of patrol as Spider-Man. He keeps dozing off, all while Mr. Raymond Warren is teaching the class. "Okay, so how do we calculate linear acceleration between points A and B?" Mr. Warren asks the class. He points at Flash Thompson, who is confidently holding up his hand with a cocky smile, "Flash."

Flash chuckles, "I actually studied for this. It's the product of sine of the angle and gravity divided by the mass."

"Nope." Warren responded.

Flash gasps with a surprised look on his face, "How did I get it wrong?!"

"Maybe PETER can answer that for you." Warren calls out the sleepy student, who springs his head up awake after briefly falling asleep, "IF you are still with us."

"Uh…Uh…Yeah, yeah, I'm here." Peter looks at the board, which has a diagram of a simple gravity pendulum, "Uh…Mass cancels out, so it's just gravity times sine." He answered, since the concept reminds him of his web-slinging.

"Right. See, Flash, studying fast and being the fastest isn't always the best if you are wrong." Warren joked, causing the class to burst out in laughter.

Flash turns in his seat and glares at Peter, whispering, "You're dead." to intimidate him.

BGM End

After attending several other classes, Peter goes on his lunch break with other students. He eats from his tray of cafeteria food at a table by himself, until he is joined by his ex-girlfriend, Mary Jane Watson. "Hey Tiger. Heard you were dozing off at class. Busy night?" She asked, smiling while sitting next to her ex.

"Had to do some Avengers stuff after taking down Shocker." Peter smiled.

"Still can't believe you're an Avenger. It's a dream come true." MJ replied.

Peter takes a bite from his plate with a fork, "But I wasn't expecting to be an Avenger on THREE Avengers team: The main team, New Avengers, and Dimensional Avengers. Luckily, there hasn't been anything interdimensionally crazy that requires me to assemble that last team. It's just been holographic meetings that I keep missing half of the time since ISO-8 is still a problem in our worlds." He takes another bite from his food while recalling something, "Oh yeah! Almost forgot!" He reaches into his backpack and takes out a small wrapped box, handing it to MJ, "Happy birthday!"

MJ grabs the box and places it on the table, "Thanks, but it's not my birthday."

"Might as well give it to you early before I miss your ACTUAL birthday, again. Open it." Peter instructed with a smile.

MJ rips off the wrap and opens the box, taking out a pair of normal-looking bracelets, "Bracelets?"

"They're actually my old Repulsor Gauntlets DISGUISED as bracelets. Used them when I was a student at Beacon. I modified them to also work as web-shooters. Perfect for self-defense." Peter explained.

MJ puts the bracelets on her wrists and gets a comfortable feeling from them. She smiles, "And they fit perfectly. Which reminds me, how are things going on between you and Yang?" She asks about his relationship with a girl from another dimension, Yang Xiao Long.

Peter shakes his head, shrugging with a sigh, "About as well as you expect it to be going while dating a girl from another dimension. You know I have trouble maintaining a NORMAL relationship, let alone an interdimensional, long-distance one. We still keep in touch, but we're taking a break 'til we can sort things out, hopefully during the summer when the gang comes to visit." He revealed to have broken up with Yang.

"Hope things work out between you two. I like her." MJ stated.

"Glad I got your seal of approval." Peter quipped.

MJ giggles from his little joke, "You're welcome. After school, wanna take me to Manhattan so I can get you your early birthday present?"

Peter smiles with a nod, "Would love to do that."

Later at Manhattan…

BGM-Spider-Man: Web of Shadows OST-Act 1 City 1

In his Tech Suit, Spider-Man swings his redheaded friend over the streets of the city. "Can never get tired of this!" said Mary Jane, hollering in joy and excitement while feeling the wind hitting her face from this incredible web-slinging. She looks down at sidewalk that's not too busy, "Down here is good!"

The webslinger lands on the sidewalk and gently lets down MJ. "Thanks for the swing. I'll call you when I pick up the present." MJ smiles at him.

"Take your time. I'll just go on patrol." said Spider-Man, launching a webline that zips into the sky for more swinging while Mary Jane walks into a store.

While swinging through the neighborhood looking for thugs to beat up and people to save, Spider-Man hears a woman calling him from the sidewalk, "It's you! That hero guy from the newspaper!" Spidey lands in front of the woman to hear what she has to say, "Hey, would you be willing to help a damsel in distress?"

"They don't call me 'That Hero Guy From The Newspaper' for nothing. Sure!" Spidey quipped.

The woman smiles while cupping her hands in joy, "You're my hero. If you wouldn't mind, just take me to the rooftop. I seem to have lost my keys, and I need to be carried."

"You lost your keys. On the roof." Peter remarks, sounding confused upon hearing that request, "Sure…All right. Let's go." He picks up the woman, carrying her gently while crawling up the wall towards the rooftop. He jumps onto the roof and gently lets down his happy passenger.

"Wow…you did it! I don't know why the Daily Bugle prints so many bad things about you. You seem nice to me…" The woman smiled.

"I know! It isn't fair. Well, have a good afternoon, miss." Peter said, waving goodbye while walking away.

"Wait!" The woman thrusts her hand at his back, prompting him to stop and turn around at her, "Can I interest you in a nice hot cup of coffee? I didn't really lose my keys…I just wanted to be held. This city can be so lonely sometimes." She frowned.

Peter nervously rubs the back of his head from that kind, and weird offer, "Uh…thanks, but…I've got to get going. It's hard to drink coffee through the mask."

The Masked Avenger leaps off of the rooftop, having fun doing parkour tricks off several other buildings before landing on a rooftop with a man that calls him out, "Spider-Man! I need to ask you something!"

"Sure thing. Ask away." Spidey replied.

The man gestures to his shoes, "I just got these shoes. Do you think they're stylin', or are they too '1981'?" He asks for his opinion.

Peter gives him an approving thumbs-up, "I like them. Very chic. Have a nice day!"

As the webslinger jump off the rooftop and swings through the city, he hears and spots a screaming woman about to be robbed by a thug, "HELP! POLICE!"

"Have no fear." Peter latches a webline on the thug's back and zips towards him, who turns around just as he's stomped to the ground by the hero, "Your friendly neighborhood Spider-Man is here! No need to thank me, ma'am. All in a day's—Y-You know the rest."

"AAAH!" The rescued woman screams, cowering as she is scared of the vigilante.

"I'm goin', I'm goin'! Pretty sick of being Mr. Nice Guy." quips Peter, zipping towards a rooftop. On the rooftop, he finds a billboard with a giant head of J. Jonah Jameson. Peter chuckles, "Heh. They scaled up J. Jonah's head to match his ego."

BGM End

BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit)

While staring at the giant head, Peter raises a curious eyebrow as he notices it tilting, being pushed forward. Suddenly, the head is violently thrown aside and reveals Venom standing behind it, "C'mere, Parker! We're giving you a shot at the title!" He hisses, jumping down from the billboard and landing across Spider-Man.

"Well, well, if it isn't tall, dark, and tonguey." Peter jokingly greets his deadliest rival.

"Peter Parker! Remember us? It's Venom. Your worst nightmare." Venom coldly greets his annoying rival.

"My worst nightmare? Puh-lease, don't flatter yourself. You should see how dirty my bathroom is." Peter quipped.

"We can't be stopped. Not this time. We WILL have our revenge!" Venom declares while flexing his muscles.

"That's true of the mildew in my tub, too. At least the mildew doesn't threaten me. Okay, let's do this." snarks Peter, taking a fighting stance against his deadly foe.

In the blink of an eye, Venom dashes at Spider-Man and hits him with a knee, smashing the wallcrawler into a wall. Venom then throws a vicious punch at Spidey, who jumps over it and counters with a diving kick across his face. Venom swiftly retaliates and grabs his rival with webbing, pulling him over his head and slamming him into the ground twice before throwing the webhead through the billboard, destroying it.

Nearby, on another rooftop, Cinder watches the epic battle between rivals alongside a Seer Grimm, which is allowing Salem to watch the fight from her hideout. "Venom has begun fighting Spider-Man." Cinder said to her master.

'Excellent. Let us watch how Ozpin's champion fares against my own.' Salem replied.

"I thought I was your champion?" questioned Cinder, feeling a little jealous and treated unfairly.

'That was before you lost your Maiden powers to Goblin.' Salem responded calmly.

"Which have been replaced with ISO-8." Cinder argued, sounding a little sternly.

'Yes they have, but I require a new power. One greater than ISO-8. If we're to defeat Ozpin and his allies, I require Venom to master his symbiote and bring me Spider-Man, dead or alive.' Salem said ominously.

Meanwhile, Venom performs his Death Bite move at Spider-Man, sneaking tendrils across the ground towards him. "You're looking a little different, bro…" noted Peter, jumping over his tendrils and grabs the symbiote with his Ultimate Web Throw, slamming him into the ground, "Been working out?" He quips while landing on the ground.

Venom chuckles ominously while standing up, "You wouldn't believe how powerful we've become since our last encounter, 'bro'." He surprises his rival with a tendril spike surging up from beneath their feet, but Peter was able to narrowly jump away from it. Venom leaps towards his prey while flailing his symbiote tentacles, knocking him away with a burst of tendrils, "We were once together, Spider-Man. Our power was great, until you rejected us…We haven't forgotten that, and you will pay!"

"There's a reason why I rejected the psychopathic alien symbiote that tried to ruin my life." Peter swingkicks his rival off the roof, causing him to crash into the streets and scaring citizens away from the battle.

"We will do more than TRY to ruin your life this time, Parker." Venom latches webbing on the webslinger, viciously slamming him onto a car.

Peter groans, shaking his head while standing on the car, "I guess we're not going to agree to disagree and go our separate ways, huh? Fine. You're overdue for a good thrashing anyway."

Venom lunges at his prey while morphing into a giant mouth. Spidey quickly rolls off the car, tricking Venom to hit the car instead, causing it to explode and blowing him away while covered in flames, burning him since symbiotes hate fire. Using his webbing, Spidey pulls up a chunk of earth and wraps it into a web hammer that he repeatedly swings onto Venom. Irritated, Brock morphs his arm into a sword and cleaves the hammer, then morphs his whole body into liquid, swiftly moving under his legs and appearing behind Peter with a smile on his face. And before Peter could react, Venom smacks into a building with tremendous power.

Peter grunts in pain while weakly standing up, "Hate that my Spider-Sense doesn't register him as a threat…" He was quick to notice the roaring Venom lunging at him and jumps over him, webbing his back and throwing him out of the building and onto a truck. "Luckily, I was trained to fight without relying on Spider-Senses. Have a dose of Spider-Fu!" Peter flies into a dizzying blur of attacks, hitting Venom from all angles at lightning-fast spider-speed, as his dark rival tries to endure all of his amazing attacks.

'Spider-Man is holding his own.' Salem noted, still watching the battle in secrecy.

Cinder grits her teeth in annoyance, "Stop playing around with him, Brock! Show him your true power!"

Having enough of Spider-Man's assault himself, Venom roars, "GROOAAAAAH!" and lets out a powerful burst of energy and tendrils with so much force that it sends Spider-Man flying through cars until he is smashed onto one near Mary Jane, who just walks out of the store with Peter's present.

"Peter?!" MJ exclaimed.

"Get clear, MJ! Things have gotten weird with Brock!" retorts Spider-Man, suggesting her to safety. As Venom creepily walks towards him with his new dark red Aura, Peter uses his suit to scan his power, 'Brock's gotten stronger. He has an Aura, just like Huntsmen from Remnant. Cinder must've unlocked it for him, since I hear she's living in this reality now. Yet there's something different about Brock's. It's like the combined Aura of his own and the symbiote's, empowered by ISO-8. And there's something else. Something about the symbiote seems…different. Familiar.' He noted.

"That's it? You tired? Maybe you should take a nap." mocked Venom, firing sticky webbing in an attempt to bind Spider-Man.

"Maybe you should shut up!" Spidey quips, narrowly jumping away from his webbing.

"That was weak." retorts Brock, firing deadly hardened web bullets that hit the swinging Peter, knocking him out of the sky.

"This isn't. Activate Enhanced Combat Mode: Fire!" said Spidey to his suit, causing its piping to light up red. "Your suit isn't the only one with fancy tricks!" He leaps at Brock and pummels him with brutal flaming punches, bouncing away from him with a backflip kick then blasts him back with a large, flaming web ball.

Venom roars in pain from the flames, "ARGH, that burns! But it won't be enough to save you!" He lashes tendrils across Peter's body, smashing him across the street.

'Something's is definitely wrong. That should've been a LOT more effective. Fire is one of the few things symbiotes hate.' Peter mentally notes, 'It's his Aura. Making him more resistant. Gotta find a way to deplete it before I can deliver the coup de grace.' He said while shutting off his Enhanced Combat Mode.

"We can smell your brain." says Venom, flinging out a tar-like tendril that quickly pulls him closer to his spider-prey.

"You know how embarrassing that sounds?" quips Spidey, quickly dodging his tendril lunge. "I'm embarrassed FOR you." He counters with a flurry of berserker punches, which are quickly blocked and repelled by his symbiote shield.

BGM End

BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3

"ENOUGH playing around!" Venom declares as he webs Spider-Man, binding him tight, then shreds him and the webbing with a combination of slashes from his talons and terrifying bites of his deformed maw. Peter screams, trying his best to endure the attacks, until he was viciously kicked away and lands on his back.

Peter coughs while struggling to even stands on a knee, "Lovely…He was holding back to be considerate…"

Hiding nearby, Mary Jane watches as Venom creepily approaches the weakened Peter. "Gotta help him." She whispers to herself. She looks at her new bracelets and says, "How do you work these things?" while messing around with them. Somehow, they activate and cover her hands and forearms in gauntlets. "There!" She quickly reveals herself from her hiding place and fires a repulsor at Venom's face, stunning him before he reaches Peter.

Venom snarls and spots MJ, "Ah. The girlfriend."

"Don't you lay a FINGER on him, Brock!" MJ fires another powerful blast of repulsors that slightly pushes back the evil symbiote.

"Do not interfere with us crushing your crush!" Annoyed, Venom lashes at MJ with his tendrils, breaking her left gauntlet and her arm as she is violently knocked away. MJ tumbles backwards across the street and nearly falls unconscious.

"NOOOOOOO!" Spider-Man screamed. Seeing MJ hurt gave the hero his second wind as he quickly flips off the ground and furiously kick Venom in the face. "What is wrong with you?!" asks Peter, angrily pummeling his former friend to the ground with everything he has, "This is just between YOU and ME! She's an INNOCENT in all of this, and you've always SWORN to protect the innocent, bro!"

Suddenly, Brock catches his next punch and roars at his face, "WE'RE NOT BROTHERS! Our parents may have died together, but you had your precious aunt and uncle! We had no one. We've always been alone! Until now." He grabs Peter by his throat as he slams him into the ground, causing him to cough out blood.

BGM End

"No…" Peter lies on the ground, weak and bloodied and near the point of death. He barely has the strength to look at MJ from across him, "Mary Jane…"

MJ tries reaching out for him, "P-Peter…" She said weakly before falling unconscious, as Peter fades into unconsciousness himself.

'Whatever Salem did to Venom, it made him strong. Stronger than she hoped. Slowly corrupting him into a bloodthirsty monster that stopped caring about the innocent. Only about power, rage, and revenge.' Spidey narrated.

From afar, Cinder smiles maliciously at Spider-Man losing against Venom, "The difference in power is clear."

'How disappointing.' Salem mocked the arachnid.

Weakly, Spider-Man opens his eyes to see Venom looming over his body, "Parker."

"Venom…" Peter groans before his face is brutally stomped into the ground, rendering him unconscious again.

'That afternoon, EVERYTHING changed.' Peter narrated.

As Spider-Man slowly wakes up, Venom grabs his battered head with one hand and lifts him up, then tightens his grasp with the other hand as if he's trying to squeeze his head like a balloon. He hisses his tongue out and coldly tells his prey, "I'm feeling hungry."

"No…Eddie…Bro…" Spidey tries to plead with his former friend to have mercy on him, but his words are left on deaf ears as Venom is looking ready to bite his head off.

But just as Venom opens his big mouth and is about to eat his brain, something strange suddenly happens to his body that he is unsure of. "Wha-?" He is taken aback as portions of his symbiote suddenly attach themselves to Spider-Man, much to the surprise of both Cinder and Salem watching nearby. Spider-Man can feel the symbiote bonding to him, refreshing him with new and frightening power, and uses that strength to slowly break free from Venom's grasp as he desperately struggles to stop him, "No! NO! NOO! NOOOOOO!"

"HRRRRAAAAAAAH!" But with a powerful scream, Spider-Man bounces off the monster, twirling backwards through the air and landing in a pose, glaring at his nemesis with his recreated Black Suit, "Venom…Get ready for a world of PAIN!" He boasts, grabbing a nearby car and lifting it, then effortlessly hurls it at Venom, who couldn't do anything but take the hit directly and get knocked down by the ensuing explosion.

BGM-Spider-Man: Web of Shadows OST-Symbiote Boss

Cinder couldn't believe her eyes, having been left stunned at Spider-Man's sudden transformation after gaining his own symbiote from Venom. "A Black Suit…But, how?" She asked her master.

Visibly, Salem was just as shocked as her pawn as she didn't expect this from the symbiote, but continued playing it cool and calm, 'That is a good question.'

Meanwhile, Venom rubs his aching head as he quickly gets on his legs and angrily roars, "GRAAAAAAH!" before leaping towards a wall, clinging onto it high above the Black-Suited Spider-Man as he roars at him again, "GYRAAAAAAAGH!"

"You can't run from me, Brock!" said the cold and sinister Symbiote Spider-Man, latching a quick webline that wraps around Venom's neck, which came off as a surprise since he's not known for such cruel tactics. Peter violently pulls Brock off the wall, slamming him into the ground. He then pulls him towards his fist, which smacks him away with so much force it emitted a shockwave that shattered the windows around them, smashing the symbiote villain through cars that instantly explode upon impact.

One of the explosions knocked Venom forward, causing him to faceplant the ground. Weakly and slowly, Venom gets on his knees with his tongue sticking out, "You DARED to take the Other from me..." He then reveals his human mouth within his monstrous mouth,"I will take the girl from YOU." He closes his human mouth and weakly walks towards the unconscious Mary Jane, intending to kill her as an act of revenge.

"YOU stay away from her!" Enraged, Symbiote Spidey hits him with a powerful Web-Strike to get up close and personal with him, unleashing a flurry of devastating punches and flips before finally kicking Venom away, sending him flying until he crashes onto the wall of a building.

BGM End

That last attack utterly annihilated Venom's Aura as he lies panting on the ground, vulnerable and too weak to continue fighting, but Spider-Man isn't done fighting. He approaches his nemesis and angrily points a finger at his pathetic rival, "Brock! LOOK at me when I talk to you!"

"Peter…" MJ calls him out after regaining consciousness.

Spidey turns around and heads towards her, "Mary Jane…Thank god." He mentally takes off the Black Suit, switching to his classic red-and-blue one. He turns back at Venom, only to find that he had mysterious vanished without a trace.

Even knowing Venom is a major threat that needs to be dealt with, Spider-Man is more concerned about Mary Jane. He walks up to her after the paramedics arrived to place her on a strolling bed. "Is she okay?" He asks the paramedics.

"I got your early birthday present…" MJ weakly hands him a small, black box, who kindly takes it.

"Let's go!" One of the paramedics said as they stroll her to the ambulance.

"You're gonna be fine." Peter said to his ex, "I love my present!" His expression and tone then gets depressing, "I love my present…"

BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3

Unaware to Spider-Man, Venom had escaped to a nearby alleyway. He hides in the shadows, looking from the corner and watching Spider-Man following the ambulance. He senses the Seer Grimm descending behind him as it manifests Salem as an apparition, while Cinder drops next to them. "What happened?" Cinder sternly questions about his loss and his new replication power.

"I don't know. Suddenly, I lost control of the symbiote and pieces of it bonded to Spider-Man." Venom replied.

"You should have control of the symbiote by now! That shouldn't be possible!" Cinder retorted.

"It is not." Salem said calmly to get their attention, "Instead, it would seem that Venom's battle with Spider-Man may have triggered a new ability within the symbiote."

"It did?" Venom questioned with a curious look.

Salem nods, "I have another task for the both of you. Establish a new base of operations for me in Manhattan. Venom. Your latest power might be the KEY that will secure our victory against our enemies." She claims with a sinister smirk at her symbiote associate.

BGM End

BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: Spider-Man has the Black Suit again, and Venom has unlocked several new powers, most notably the power to replicate his symbiote. Not the same way Carnage was born. This is much different, and much scarier that Salem plans to exploit soon. And don't worry about Mercury and Emerald. They'll show up soon.

HybridKing18: Salem doesn't start wearing her Volume 8 outfit until Ultimate Alliance Returns.

superjoeyf721: Knull DOES exist in this continuity. He's just not going to appear in this story.

Next Time: Gang War!

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

BGM End