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

Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Wasn't expecting a surprise visit from Blake and Yang. Missed those girls. Don't mind their help to stop Kingpin. His tech thugs were attacking the courthouse, but we managed to drive them off. Maybe they could lead us to the source of their weapons, and the Chaos Emerald.

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Issue 7: Birds of a Feather

Lake Matsu, Remnant

BGM-Shadow the Hedgehog OST-Sky Troops

"CHAOS SPEAR!" shouted Shadow in midair, hurling electric bolts to kill a few Lancer Grimm that are accompanied by a massive horde of them. The hedgehog lands next to Omega, Black Widow, and Winter Schnee as they work together fighting the Grimm horde on the floating islands of Lake Matsu.

Winter used her Semblance to summon a swarm of Ravager Grimm to even the odds against the Lancers. Though Ravagers aren't as big or as strong as other flying Grimm, they make up for it with their numbers and vicious as they quickly tear through a chunk of Lancers.

A Lancer fire its stinger at Black Widow, who backflips away from its attack and kills it with her pistols. "Should've brought the bug spray." She quipped.

"No need. I will exterminate the Lancer population with my arsenal." quips Omega, killing dozens of Lancers with an explosive missile barrage.

In a blink of an eye, Shadow pierces through Lancers before landing on the island with Winter. "Where's the Emerald?" He asks the huntress.

Winter quickly slashes a few Lancers to their deaths. "There! The Queen Lancer is escaping with it!" She points to the massive Queen Lancer fleeing the islands with the green Chaos Emerald attached to her forehead.

"It won't get far." Shadow leaps high through the air, ricocheting off of several small Lancers at blinding speed towards the Queen. He stomps on her back with a brutally powerful Spin Attack, temporarily knocking her off the air as he bounces onto a nearby island. As Shadow faces the massive Grimm, it recovers and flies towards the hedgehog. It fires out spikes on its face at Shadow, who easily dodges them all and jumps upwards when the Queen tackles the island, destroying it. Shadow hits its head with a Homing Attack, standing on its head to rip the Chaos Emerald out and kicks it away. Then he uses Chaos Control to warp above the wasp's back, powering up with the Chaos Emerald while diving down. "Chaos…BLAST!" He shouted as he hits the back of the Queen Lancer, killing it and its surrounding children with a massive explosion.

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After killing the Queen Lancer, Shadow warps himself next to his team and watches the remaining Lancers fly away in fear of the hedgehog that just killed their mother. "You scared them off. Excellent work, Shadow." Black Widow complimented.

Shadow crosses his arms stoically, "That was too easy."

"Agreed. Most of the Grimm we have encountered put up little effort. Even the ISO-enhanced variant were only able to provide a decent challenge. Egg Pawns are more challenging." Omega quipped emotionlessly.

"We're not seeking a challenge. We are on an important mission to secure the Chaos Emeralds before they fall into enemy hands. We were lucky enough to recover four Chaos Emeralds with moderate difficulty." Winter sternly berates the robot.

"Makes you wonder what Salem has been up to." Black Widow commented. "Few of the emeralds have been on Remnant for months. You'd think she noticed and be out searching for them."

"From what I have been informed, Salem has the patience to carry out her plans long term. She could be keeping an eye on them before deciding the right moment to strike and steal." Winter replied.

"Possibly. Who knows what she's been up to? She disappeared without a trace right after Goblin's defeat. She could be harvesting ISO-8 in secret, or has taken refuge in another dimension." Widow conversed, unknowingly guessing that the witch has taken refuge on Earth.

"It doesn't matter what she is up to." Shadow chimes in, "The next time she reveals herself, she'll be eliminated. Right now, our focus is recovering the remaining Chaos Emeralds."

Winter nods in agreement, "Right. We'll report to General Ironwood, then you can transport us to Earth."

Shadow lifts up the green Chaos Emerald, "I'm sure Rouge has located one of the emeralds on Earth by now. We'll rendezvous with her. Chaos Control!" He shouted, warping the group to Atlas Academy as they are soon going to pay Earth a visit.

Meanwhile on Earth, at New York City…

BGM-Spider-Man: Web of Shadows OST-Act 1 City 3

Symbiote Spidey and Blake returned to the rooftop of Spector Industries while riding on the Spider-Cycle, with Mockingbird arriving on her Sky-Cycle and Rouge with her natural flight abilities. They meet with Moon Knight, who is joined by a smiling Yang.

"Hiya. Heard I should meet you guys here." Yang greets her friends with a hand wave.

"Hey Yang. How were things with MJ?" Spidey asked his ex-girlfriend.

"We had fun catching up. Said she's also worried about you." Yang replied.

"Why's that?" Spidey questioned.

"Because you're wearing an evil alien, and handsomely stylish Black Suit." Yang points out his black costume.

"Listen, none of you should worry about me. Iron Fist taught me how to use Aura to better control this suit. I'm feeling great." Spidey assures his friends.

Yang shrugs, "If you say so. But I promised MJ to keep an eye on you, just in case."

"Moon Knight, is there anything you wanted to tell us?" Mockingbird asks the crescent crusader.

"The Bugle was apparently a false lead." said Moon Knight, stoically with his arms crossed.

"We figured that out about halfway through the huge battle at the courthouse. We're smart that way." Rouge quips with an unamused face.

"I followed some of Kingpin's men. The few that survived disappeared not far from here." Moon Knight replied.

"They're probably rocking the secret base thing. Henchmen tend to do that." Spidey joked.

"We must investigate the location. It may be the source of their weapons, and the Chaos Emerald." Moon Knight proclaimed.

"My thinking exactly." Spidey nodded.

"Let us go at once." Moon Knight said.

Yang gestures with an arm, "Yes, let us." with a deep voice to mock the stoic superhero, getting a giggle from Blake.

"Mockingbird, the Faunus, and I will reconnoiter the surrounding area for other possible bases." Moon Knight announces their objective.

"And I'll risk my neck by leading Yang and Rouge and sneaking into the one you KNOW about. Okay, fine." quips Spidey, shrugging casually.

"You ARE a radar for trouble." Yang sneers, leaning on his right shoulder.

"And with us, it'll multiply by double." Rouge mocks, leaning on his left leg.

"Meowth, that's right. And this'd be more right if Blake was saying that." Spidey quips dryly.

"Like I have a clue what you're referencing." Blake responded stoically.

"Me neither." Yang smiles innocently, as she didn't know she was referencing Pokemon.

"We'll send you the coordinates to the secret base. Good luck, Spidey." Mockingbird said, wishing him best on his mission.

"You too, happy reconnoitering." quips Spidey, hopping onto his Spider-Cycle.

BGM End

BGM-Sonic Adventure 2 OST-Escape from the City (Instrumental)

The webslinger revs up his motorcycle, firing a web bridge onto the nearest skyscraper that he rides towards. "Spidey-Cycle speed! Nothing like it in the whole city!" He boasts, riding along the wall at amazing speed.

As Rouge flies to catch up with him, Yang scoffs with a smirk as she hops onto Bumblebee, pressing a button that transforms her motorcycle into a hoverbike. She dashes off Spector Industries at bursting speeds, quickly catching up with Rouge and Spidey as she flies by their side. "What the heck?! Yang?!" Spidey looks at her hoverbike, "Oh right. Forgotten I upgraded your bike with Extreme Gear technology!"

"Dust not included! Bumblebee's running on clean air! Try not to drool. Hate for you to get your mask all nasty! TRY TO KEEP UP, WEBS!" sneered Yang, accelerating her speed to fly pass Spidey, flying through the air for a little longer as she descends towards the street. While performing a midair trick, she presses a button that transforms her hoverbike back into a normal motorcycle, deciding to have more fun riding on the streets at astonishing speeds.

Yang laughs while having fun, as Spidey jumps onto the street to race next to her. "This brings back memories of the time we raced each other on our slick cool rides that made everyone jealous." She smiled at Peter while reminiscing.

"Good times! Been hearing Stark Industries have been developing their own Extreme Gears for a potential racing tournament. Tony even has this crazy idea to invite Mobius and Remnant into the mix." Spidey replied.

"A multiversal grand prix?! That sounds too awesome NOT to try out! You know I'll be the first to sign up, get first place, and nab the grand prize!" Yang said, speeding up.

"Doubtful, sweetie." Rouge sneers while flying above them. "If anyone will be stealing the grand prize, it'll be me."

"You'll steal it alright if you DON'T win." Spidey quipped, boosting to catch up with Yang.

"I'll play fair as long as I can." Rouge smirked, flying faster to keep up with her friends.

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Yang was the first to arrive at their destination, the bottom of an ordinary skyscraper. She parks her bike at the curb and gets off it, seconds before Rouge and Spidey showed up. "Took you long enough!" Yang mocks them.

"YOU took a shortcut!" Spidey retorted, parking his bike and jumping out of it.

"Don't get mad that my bike is faster than your bike." Yang smirked.

Rouge takes out her cellphone to check and confirm their destination, "According to Moon Knight's coordinates, this is the secret base."

"Not seeing any doors." Yang glances, finding nothing that resembles an entrance into the building.

Symbiote Spidey grabs his ex-girlfriend seductively, much to her surprise as she blushes in embarrassment, "Then we'll try looking up." He launches a webline high towards the top of the building. As Rouge flies to the rooftop, Spidey zips himself and Yang upwards to follow her. The trio spots a hatch that could be their ticket inside. They approach it, allowing Spidey to use his strength to easily lift it open. "Ladies first." He gestured.

Rouge smiles flirtatiously, "And they say chivalry is dead." She joked before they jump inside the secret base.

The trio infiltrate the insides of the base with stealth, being careful to not trigger any alarms that will alert their presence. "This place has all the tale-tell signs of a secret base." Spidey jokingly whispers, as they traverse through a corridor.

Then, the heroes hide behind the corner of the corridor and peek their heads out to find a small lab. Inside the lab is an old man in green armor, in the process of creating equipment for the Kingpin based on Oscorp and Stark Industries designs, as well as using the yellow Chaos Emerald and the Chaos Drives to power them.

"Who's the old man?" Yang whispered.

"I remember him. That old man who worked with the Sinister Six when they invaded Mobius. The Vulture, right? And he has the Chaos Emerald to create Chaos Drives for Kingpin's army." said Rouge, remembering the feathered supervillain from her first adventure with Spider-Man.

Spidey steps out of the corner to reveal his presence to his nemesis, with a joke, "Is this your new line of work? Goblins R' Us?" He taunted him.

Despite hearing his nemesis taunting him, Vulture remains stoic and calm. His arms are crossed and he doesn't bother looking at the young superhero, "Leave NOW while you still can." He coldly threatens him.

Spidey quips, "I'm glad you found work within the criminal industries, but-."

Now annoyed, Vulture turns around and fiercely points at the heroes, "I'm WARNING you, Spider-Man." He gestures, causing the Chaos Emerald to float in the air, as well as magnetic wing blades that were placed on the floor. The emerald attaches itself to the harness on his back, as his blades swirl above and around him before they all line up in an arc. "I AM MORE POWERFUL THAN EVER!" He proclaims, as the blades form into makeshift wings that are controlled by the harness while getting into a fighting stance.

The heroic trio remarks, "Uh oh." with terrified looks on their faces, before Vulture tackles them. He smashes them through the skylight, before sending them flying with a furious scream and a burst from his wings.

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

The heroes were flung across the rooftop, but they were able to touch the floor and slide backwards before falling off the edge of the building. Vulture starts throwing his magnetic wings as deadly projectiles at the heroes, forcing them to dodge them. "Face me you little cowards!" He taunts the heroes.

"Seriously, did you buy a cliché book?! Where you do keep getting these from?" quips Spidey, dodging the wing blades with flips and jumps.

Swiftly, Vulture resummons his blades and swoops towards Spidey, who rolls away from his vicious tackle. Yang spots the opportunity to counterattack, propelling herself towards Vulture with the recoil of her Ember Celica and cybernetic arm. "Hey old man. Isn't it time for your nap? I'm taking you to bed!" She quips, pummeling the villain with a flurry of punches.

Grunting, Vulture spins himself free from her attacks and flies to the air. He throws down a blade, which narrowly hits the huntress as it stabs the ground in front of her, much to her shock. This distraction gave Vulture enough time to kick her down before flying upwards.

"Here comes early retirement!" Rouge hits the villain with a flying kick, "Your days in the air are over, birdbrain!"

"I'm gonna tear your wings off and leave you as a stain on the sidewalk!" Vulture grabs one of Rouge's wings and throws her straight down to the rooftop. He then throws a blade to kill her, but Spidey webzips to her rescue, grabbing her and zipping away before she was impaled. "You can't escape me!" Vulture proclaimed.

"Yes I can." retorts Spidey, letting go of Rouge so he may webstrike the winged villain, using his webs to juggle and attack him while in midair before throwing him towards Yang. The grinning huntress reels back an explosive punch, using it to uppercut Vulture and send him flying off the rooftop.

Vulture quickly recovers, flapping his wings while floating in the air. He glances back and notice backup arriving in the form of his Tech Fliers. "About time you idiots showed up! ENGAGE THEM AT ONCE!" He furiously points them to target the heroes.

"Come on! Keep 'em busy, boys!" said a Tech Flier, leading his squadron to attack the heroes while Vulture watches in the sky away far away from the building.

"Yang, stay and be our sniper! Rouge and I are going in!" said Spidey, webzipping towards a Flier while Rouge flies herself towards Vulture's direction.

Three Tech Fliers arrive at the rooftop and shoot at the lonely huntress. Yang quickly dodges their shots, retaliating by shooting them down with shotgun bullets. She looks at the aerial warzone, with Spidey having trouble fighting off the army of Fliers while Rouge and Vulture blitz at each other at high speed. "You can fly, but you can't hide!" Yang shoots explosive rounds at the Fliers, blowing away a chunk of them to give Spidey space in the air.

"Thanks, Goldilocks!" said Symbiote Spidey, webstriking a Flier and bouncing off him towards Vulture. As Vulture throws a blade that scratches Rouge's cheek, Spidey webs him. "Now that I'm here, let's pluck some feathers out of chicken man." He zips to Toomes and hits him with a Spin Attack inspired by Sonic, then web-throws him at Rouge.

Rouge grins, "With pleasure." She dashes at the villain, slamming him with a powerful Screw Kick.

Growing irritated, Vulture spins himself around while creating a powerful windy vortex, "I'LL DESTROY YOU!" He furiously yelled, as his enemies and allies get consumed by his tornado.

"AAAAAAAAGH!" screams Spidey and Rouge, as they are blown back and crash onto the rooftop next to Yang.

Vulture immediately charges at Peter as soon as he landed back on the rooftop. "You will DIE TODAY, Spider-Man!" He proclaims with extreme menace. He nearly tackles the webslinger, until an explosive shot from Yang knocked him away from her ex-boyfriend.

"Sorry, but could you raincheck that death for him? Much appreciated." Yang quips while reloading her weapons.

Vulture hurls a quick row of blades at Yang, who recoils herself to dodge them. "Getting tired of you throwing your feathers at us!" scowls Rouge, flying around and throwing bombs at the winged menace. Vulture hurls his feathers to destroy the bombs, causing them to explode before he came in contact with them. Symbiote Spidey uses the smoke from the explosion as a smokescreen, which he webzips through to kick Vulture in the chest. Then he combos him with symbiote tendrils from his fingertips, knocking him upwards before unleashing a devastating strike that knocks him back a bit.

"You cannot stop me while I possess the Emerald's power! I'm STRONGER than ever!" Vulture envelops his body with chaos energy, then hurls several enhanced feathers to slice through Spidey's tendrils, causing him to stagger in pain before getting kicked to the rooftop.

"What's the matter, Vulture? Feeling a little irregular? Rouge quipped, grabbing ahold of Yang's arm as she flies her towards the winged villain. As they reach him, Rouge spins the huntress around for a bit before throwing her straight at Vulture. With a loud battle cry, Yang smashes her fist across Vulture's face, sending him flying across the sky with that explosive punch until he regains his footing in the air.

That punch infuriated Vulture to the point that it looks like he's suffering a mental breakdown, clenching onto his head and letting out a furious, "UWWWRAAAAAAGH!" He blitzes towards Yang, grabbing her by the neck and flying her towards another building. He then furiously throws her at the side of a skyscraper, ensuing a crater that she's pinned onto.

"YANG!" Spidey shouted.

Yang coughs while weakly saying, "I'm okay…For an old man, he can throw a mean pitch…"

In the air, Rouge clashes against Vulture in another test to see who is the better winged combatant. They blitz each other at extreme speeds, as the collision of their blows causes mini shockwaves that shake the sky. After dodging his feathers, Rouge throws bombs in his direction, which explode in his face and knock him back. The bat thief then hits him with a Screw Kick, but was immediately blown away by another of his tornadoes. "AAAAAAAAH!" Rouge screams, being blown away from Vulture as he summons more Tech Fliers to back him up.

"More goons, more ways to Vulture." Spidey hits each Flier with a web strike, bouncing off of their bodies as he reaches Vulture, hitting him with a strong Web Strike, "Let's try this one more time, Toomes."

"Leave me a piece of him." Yang recoils herself off of the building she was smashed onto, propelling herself through the air towards a Flier. She kicks him off his glider and lands on it, deciding to pilot it herself with limited success. "Whoa-Whoa-WHOOOOOOOA!" She has trouble maintaining her balance on the glider as she flies towards Vulture.

"You're a LONG WAY from solid ground, girl!" Vulture mocks her.

"And you're a LONG WAY from winning this fight!" Yang quips, jumping off the glider just as it rams into Vulture. "ROUGE, A LIFT!" She shouts while falling from the sky. Rouge was quick to fly to her rescue, grabbing her arm and flying her to safety.

As Vulture knocks away the glider, Spidey zips to his leg and grabs it. He flip-jumps up and kicks Toomes in the face, then punches him as they fall from a tremendous height. Vulture grabs him by his costume, but Spidey kicks him away across the sky. He attaches a webline onto Vulture, who immediately throws a dozen feathers that cleave the webbing and target Spider-Man. As they continue falling, Spidey deflects the feathers with all his limbs. Vulture throws a barrage of feathers at the webslinger, who dodges a few and runs atop the rest until he reaches Toomes and kicks him onto the skyscraper behind him. Featherless, Vulture resummons his wings and charges at Peter. The hero vaults over his body, webbing him and then brutally throwing him back at the building. As they near the streets below, Spidey and Vulture continue fighting each other, with the webslinger dodging all of Vulture's attempts to kill him. After dodging another of his attacks, Spidey kicks down on Vulture, stomping him with enough force to create a crater upon impacting the street.

Vulture groans while lying unconsciously on his back. As Spidey rips the Chaos Emerald off his harness, Rouge flies herself and Yang down to the streets to reunite with him. "Rouge. Got your emerald." He tosses her the Chaos Emerald.

Rouge smiles while comforting the lovely gem, "Hello again, my lovely. Did you miss me? I know I missed you."

"What are we gonna do with Vulture?" Yang asked.

'Leave him for the police on a billboard.' Peter answered in his thoughts.

'Yeah. And make it certain to Toomes to not mess with us again, if he knows what's good for him.' The symbiote responded calmly, this time without a fight from its host as it slowly takes over his mind.

"I'll web him to a billboard. You two meet up with the others. I'll catch up." Symbiote Spidey said stoically, grabbing the unconscious Vulture from his crater and swings to the nearest billboard atop of a building. Yang and Rouge look at each other, as they both noticed a slight change in his attitude. They are left a little worried but leave the area as ordered to regroup with Moon Knight and the others.

The symbiote wallcrawler lands on the building, fiercely throwing Vulture onto a billboard, awakening him as he gets pinned with webbing. "Okay buzzard breath, Merry Christmas. Now you owe me one. Cross me again and I'll do more than take your wings." He uncharacteristically threatens Toomes with a dark and cold tone.

That uncharacteristic threat was enough to scare Vulture into complying, "Of course, of course! You won't regret this! I swear!" He nods in fear, watching Symbiote Spider-Man swinging away from the rooftop.

BGM End

Meanwhile at the Symbiote Hive…

BGM-X-Men Legends OST-Sentinel Lab (Quiet)

"Status report?" asked Salem, attending a meeting with Cinder, Emerald, Mercury, and Venom in the throne room.

Cinder kneels before her master, "The symbiote invasion is underway. Symbiotes have disguised themselves within the population. Our recon confirms that the X-Men and Fantastic Four are off-world, and the Avengers are dealing with a major crisis at the west coast." She informs her.

Salem smiles from her throne, "Excellent to hear that most of the major players won't be in the city for a while. The first stage of this game should conclude by nightfall. New York has been entangled by my web of shadows. This city is crumbling, and its citizens won't realize it until it is too late."

BGM End

BGM-Shadow the Hedgehog OST-Preparation for Ritual

Suddenly, Venom's symbiote is sprouting tendrils as if its reacting to something. "Huh? What is…Wait! Could it be…?" He glances at his surroundings, which confuses his allies.

"Could what?" Cinder questions him.

"Yeeessss…We sense our other…" Venom said vaguely.

"Who? Sense who?" Cinder questions him again.

"Explain, Venom." Salem said calmly, requesting an answer.

"It's our son. The symbiote known as Carnage. And he's about to give birth!" Venom replied.

"What? Is he replicating his symbiote too?" Mercury asked.

"No. He's giving birth naturally. Asexually. We've been so focused replicating that we didn't realize he's about to spawn his first child. The 1000th in our lineage!" Venom answered.

Salem taps her muzzle with a smiling, "Ooooh. Then congratulations on the coming birth of a special symbiote."

"It IS a special one. By the 1000th generation, the chances for psychotic breakdown are great, unless a grandparent can educate the child in the ancient way of symbiotes. I must protect them. Train them. SAVE them from their father!" Venom replied.

"Why?" Emerald shrugged.

"Because Carnage will KILL THEM!" Venom retorts, roaring at Emerald's face, scaring her away from him. "That psychopath cares for no one but himself! He will kill his own child unless we stop him!"

"I sympathize." Salem said, "As a former mother, I do not wish the death of your grandchild, or my new nephew. Take Cinder's group with you. Hurry and stop Carnage, and rescue your grandchild. They will be an heir to our symbiote kingdom." She ordered, authorizing the rescue mission.

Venom looks at Team Cinder, "Hurry! We're running out of time!" He rushes out of the Hive, with Cinder's group reluctantly following him as they hurry to save his grandchild from Carnage.

BGM End

BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: The hunt for the Chaos Emeralds is nearly complete. Spidey just made his first evil choice with Vulture. The symbiote is one step closer controlling his mind. And Toxin is about to be born soon (None of that "Pure Symbiote" or "Symbiote God" crap from the original story).

superjoeyf721: Ilia is CUT from this remake, effectively being replaced with Blake and Yang since they have personal ties with Spider-Man.

The Gust 9: Not EVERYBODY should get a cool upgrade. Just because Ozpin doesn't get a badass upgrade DOESN'T mean he can't be relevant, when the situation calls for it.

HybridKing18: Doubtful, since the symbiotes are the main problem for this story.

Next Time: Secret invasion? The claws of the Wolverine and talons of the Raven!

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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