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

Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Carnage joined forces with Venom and Salem to take down the Resistance HQ, and he nearly succeeded if it wasn't for Toxin. Toxin is Cinder's new symbiote. Its power was incredible, and terrifying. And it was like Cinder to hide her symbiote from us. But if she does have control over her symbiote, then our chances of beating back this invasion has increased drastically.

BGM End

Issue 19: Time to Prey

Stark Industries HQ, New York City

The door into the communications room opens for Spider-Man as he walks in and finds Shadow attending holo-conference with Sonic, Tails, Ruby, Weiss, and Ozpin. Sonic was the first to notice the webslinger and greets him with a comforting smile, "Sup. Shadow told us what's been going on. About a ritual. Carnage. Toxin. Are you and the others doing okay?"

"Yeah." Spidey answered somberly.

Weiss frowns, "I wish we were there to help you…"

"But you're not! Meanwhile, I'm stuck here struggling against the apocalypse!" Spidey snaps at her, which is unusual and surprising from him. Weiss was taken aback by his retort, while the rest of their holographic friends were shocked by his angry attitude. Peter shakes his head, "I didn't mean that, Weiss. My symbiote, the invasion. It's all got me on edge. I'm sorry." He apologizes.

"I understand." said Weiss, with her hologram touching his shoulder for comfort, "Can't imagine the stress you're putting yourself through right now."

Ozpin briefly looks away from Peter, looking ashamed of Peter's suffering. "I should be the one to apologize. To all of you, about this invasion. You're going through tremendous hardships because of me." He said to the young heroes.

"I mean, this isn't your fault." Ruby responded.

"It's all my fault." Ozpin faces the heroes, "I have made more mistakes than any man, woman, and child on Remnant. For you see, I'm…cursed. For thousands of years, I've walked the surface of Remnant, living, dying, and reincarnating in the body of a like-minded soul. This body you see now is not my first form, and it might not be my last. It's…an extraordinarily strenuous process on everyone involved." He reveals pieces of his past to them.

"So who…WHAT…are you?" Tails asked the professor.

"I am the combination of countless men who've spent their lives trying to protect the people of Remnant. With every rebirth, my soul is eventually merged with another and I am changed, but my memories stay with me. This curse was bestowed upon me by the Gods, because I failed to stop Salem in the past. But we MUST stop her now." Ozpin proclaimed.

Shadow crossed his arms, "We're working on it. The Tinkerer's weapon is nearing 75% completion. All symbiotes, including hers, will be destroyed in one fell swoop."

"The symbiotes started revealing themselves in Mantle and placed the entire city under quarantine, and the Schnee Dust Company has been compromised." Ruby revealed.

"How?" Spidey asked.

Weiss frowns, "…My father became one of the infected. He shut down all non-essential SDC operations in Mantle before he was taken into custody for his protection. Ironwood and his military are doing their best to keep the kingdom in order as they complete their sonic weapon, which is pretty soon."

"Sorry." Peter apologizes somberly. He looks at his holographic mobian friends, "What about Central City?"

"GUN just evacuated the president for his own safety while we find the central hive spawning the symbiotes. We should find it pretty soon, and once we do, we're blowing it sky high." Sonic informs his friend.

"That's good to hear. You guys keep working hard on your end. We'll end the nightmare on this world." Spidey said to his friends. He then looks at Ozpin, "But Ozpin, stay online. There's something we need to discuss."

"Okay." Ozpin replied, curious to hear the topic of discussion.

Sonic, Tails, and Team RW sign off from the holo-meeting, leaving the holographic Ozpin alone with Spider-Man and Shadow. "What is the topic of discussion?" The professor asked.

BGM-Shadow the Hedgehog OST-Perplexity

"The truth." Spidey sternly glares at the headmaster.

"About what?" Ozpin remarks with a confused look.

"About you." Spidey points at him.

"Didn't I explain myself earlier?" Ozpin responded.

"Not everything about yourself…Ozma." said Spidey, shocking the headmaster into complete silence with his knowledge of his true identity.

Confused, Shadow glances at Peter before staring at Ozpin, as he says, "How did you come across that name?"

"The Gods mentioned the name when I died against Goblin. I also heard it from your wife. The same woman LEADING this alien invasion!" Spidey proclaims, further stunning the headmaster with knowledge of his secrets.

Shadow gasps in shock, "S-Salem? You two were together?"

Ozpin shamefully looks away from the duo, "…I don't want to talk about it."

"Too bad. We're talking about it. I know EVERYTHING, Oz!" Spidey says while pacing near the headmaster, "About how you freed Salem from her tower. How she's immortal. How she became part-Grimm. How humanity nearly went EXTINCT on Remnant! And if this invasion continues, history will repeat itself! Whether or not she's lying about her tale depends on YOU telling me the truth, so SPILL! The fate of our worlds hangs in the balance! I at least deserve to know after EVERYTHING I've done for you and Remnant!" He said angrily, confronting him so close to his holographic face.

BGM End

Ozpin pauses, briefly looking away from his furious former student with a shameful look on his face. "…Of course. You have done much for my world…And your relationship with Venom is similar to mine with Salem…You have earned the right to know the full story." He replied somberly.

"Start from the beginning. And make it brief." Spidey said coldly, as he and Shadow prepare themselves to listen about his secret past.

BGM-Shadow the Hedgehog OST-Commander's Memories

Ozpin stares somberly at the heroes as he begins his tale, "Ozma was my…original form. A great warrior that fought only for righteousness. One day, I set out on a quest to save Salem, who was locked away in a tower by her father. After we escaped, we fell in love and wanted to stay together forever, but I soon fell ill and succumbed to my sickness. I was briefly resurrected by the God of Darkness, who was tricked by Salem to revive me after she failed to convince the God of Light, because he wanted to preserve the balance between life and death. The Gods killed me as Salem's punishment, and cursed her with immortality so she may one day come to understand the purpose of life and death. Instead, she sought the destruction of the gods by assembling an army of every magical warrior on the planet. But she underestimated the gods. They wiped out humanity and abandoned Remnant as her final punishment. Only Salem survived humanity's destruction. This is when she accidently mutated herself with the blackened pools that spawn Grimm, hoping they rid of her immortality and reunite with me in the afterlife. Obviously, it didn't work out."

"Exactly how did you come back to life in this form?" Shadow questioned.

Ozpin answers, "The God of Light offered me the chance to return to life as a guide and protector for the new, magicless human race. I was charged with protecting the Relics that, once united, would summon the Gods back to Remnant to judge humanity. If I united humanity, the gods would live amongst us once more and reestablish our connection to magic. If I failed, they would destroy the planet. Once I returned to life in a new form, I found and reunited with Salem. She convinced me to use our magic to act as gods in the new world and start a family, but I came to notice her methods were becoming brutal and her distaste for humanity was becoming apparent. It was then I revealed my secret to her about my mission, and she revealed her intention to replace humanity with something more. That's when I realized the woman I love was lost. We fought, which ended in the temporarily death of myself and the deaths of our children. sparking this millennia-long feud between us."

BGM End

Spidey and Shadow take a moment of silence to process everything they have heard from Ozpin. Spidey has his eyes closed as he speaks, "…So besides leaving out a few details, Salem was telling the truth. About you and her."

"Answer me, Professor…What WAS your plan to defeat Salem?" Shadow asks him.

Ozpin puts his head down, with a few tears streaming down his face, "I…never had one…"

BGM-Shadow the Hedgehog OST-The Grudge

Spider-Man scoffs, "Stupid old man…" He growls with a scowl underneath his mask, "How many people have SACRIFICED themselves for you while you hid the truth?! HOW MANY?!" He shouts furiously at the headmaster, who could say nothing or even look at his former student, "Ruby…Weiss…Blake…Yang. Not to mention Qrow, Ironwood, and Goodwitch. They were willing to DIE to help you fight Salem, never knowing she can't be killed or you had a hand in her creation! Why didn't you tell ANYONE about this sooner?!"

"It was for their own protection!" Ozpin answered.

"Don't give me that crap!" Spidey retorted angrily.

"You should understand where I'm coming from, Peter Parker!" Ozpin retorts with his own angry tone and scowl.

Peter argues, "I UNDERSTAND hiding your secret identity to protect your family, and what it's like to suffer when the people you love die in the crossfire! But YOU have been hiding a bigger secret that has endangered not just ALL the families you've had in your previous lifetimes, but everyone on Remnant for so many centuries! At least I'VE admitted Venom is my fault, and I'm taking FULL responsibility for his actions! What about you?! You always taught your students the value of teamwork! That we should trust each other about anything! But you can't even trust your own FRIENDS the truth about yourself or Salem and decided it's a better idea to send them to their grave without a REAL plan! Because of you, Professor Lionheart is in jail! Because of you, Raven left her team and her daughter! Because of you, I'M bonded to a Grimm-Symbiote thanks to your wife and my bro and is forced to clean up YOUR mess while I take ALL the blame!"

"Calm down, Peter." Shadow said calmly, "You have a right to be upset, but it is not easy to move on from the horrors of your past. Trust me, I know." He sympathizes with the headmaster.

"Peter, I know I failed you, but you MUST understand. I had reasons to keep my secrets from everyone, and it was only recently I was thinking of changing my ways." Ozpin claimed, "You have proven to me that it is possible to beat the impossible when you defeated Green Goblin and saved our realities. Salem knows this too! She knows only you have the power to succeed where I have failed!"

"You're right. I DO have the power…" Spidey says darkly, ominously raising up his right hand, while switching to his Black Suit. Mystical energy envelops his hand as he clenches it, "And it'll be with this power she'll lose."

"Not with that kind of power. The Black Suit is as corruptive as the Grimm that warped Salem's mind. Take it off now!" Ozpin retorted.

Spidey scoffs while taking off his symbiote, "Whatever, old man. I don't wanna scare MJ when I meet her in Harlem. I'm outta here." He walks towards the door as it opens for him. Before he leaves, he stands with his back facing Ozpin and Shadow, "Fair warning. If any more of my friends get hurt, killed, or worse, gets infected with a symbiote…I will NEVER forgive you." He coldly threatens the headmaster before exiting the room.

BGM End

BGM-Shadow the Hedgehog OST-If What You Say is True

Sadden, Ozpin somberly looks down at Shadow, who is facing away from him with his eyes closed. He says to the hedgehog, "Shadow…I fear Salem is manipulating him through his symbiote…Wanting him to succumb to his rage and turn him against us…I know I have no right to say this, but please…Promise me you'll protect him."

"…You have my word." Shadow accepted, "In the meantime, learn to not be afraid of the past and put it behind you. There is strength in forgiveness of one's self…even of your own sins."

As Shadow walks off, Ozpin looks at his cane and falls to his knees with guilt.

BGM End

Later in the city…

BGM- Thrill of the Feel (Album)-Rush Into the Crazy World (by Sons of Angels (Crush 40))

Symbiotes were wandering the streets minding their own business until a few were gunned down by machine guns. Those machine guns were from Shadow riding a SHIELD motorcycle, racing against Yang and her Bumblebee through the infested streets of Manhattan.

"YOU CAN'T BEAT ME, SHADOW!" shouts Yang, with a smile and wearing sunglasses while slightly taking the lead from the hedgehog.

"Don't get cocky or you'll crash." Shadow quips, increasing the speed of his motorcycle with a boost and taking the lead from the huntress.

Above them, Toxin webstrikes Vulturelings that were in her way before launching a webline to swing on. "Why are you wasting your time riding a motorcycle? You run 20 times faster than it on foot." Cinder questioned the speedy hedgehog.

"I have a soft spot for motorcycles." Shadow admitted.

"Doesn't mean you have the skills to beat me. I'll smoke you like I did Spidey with his bike." Yang quipped.

Spider-Man appears, swinging above his ex-girlfriend, "For the record, I went easy on ya because I'm still learning to ride a motorcycle. Remind me to punch Wolverine for slashing my bike when we meet him and Raven at church."

"If you can keep up." Toxin quips, projecting fire from her palms to propel herself forward and faster through the air before webswinging ahead of the original webslinger.

"Enough showing off." Spidey remarks dryly.

"Jealous I'm stronger and faster than you now?" Toxin teased.

"A little. Let's just hurry and check in on MJ." Spidey responded, not in the mood to trade jokes after his heated conversation with Ozpin.

BGM End

BGM-Spider-Man: Web of Shadows OST- S.H.I.E.L.D. Quarantine Zone

The heroes made it to Harlem and found Mary Jane, Luke Cage, and dozens of scared civilians at a park. Shadow and Yang park their vehicles as the Web-Warriors land in front of them. "MJ! Luke! Good to see you're all okay." said Yang, getting off her bike and approaching MJ.

"Who's the Spider-Girl?" MJ points at Toxin.

Annoyed, Cinder retracts her symbiotic mask to reveal her scowling face, "You're allowed to refer me as Cinder or Toxin. NOT Spider-Girl."

"No need for the scary face." MJ quipped. "So what happened to you?"

"She got bonded with a baby symbiote." Yang smiles at her redheaded friend.

"Congratulations. When's the baby shower?" MJ jokes at Cinder, who scoffs with a scowl before putting on her mask.

Next to the girls, Spidey and Shadow approaches Luke. "Cage, this is pointless. Too many symbiotes-." Spidey said stoically and uncharacteristically.

"I'm doing all I can! We can't just WALK down to SHIELD headquarters!" Cage retorted.

"Oh no?" Shadow responded. He touches his earpiece, "Widow! We're gonna evacuate everyone out of Harlem!"

Cage points at the scared civilians, "You expect these people to fight their way to the other side of Manhattan?"

Shadow ignores the Avenger while listening to Widow, "…What? …Yes, if we have to…"

"This is suicide." Cage commented.

"Got it!" Shadow puts down his hand from his earpiece and faces everyone, "Everyone is getting out! SHIELD has a beacon to repel the symbiotes. We'll open a safe corridor."

"We have to get to Wolverine and Raven. Just take care of MJ for me." Spidey said to Cage.

BGM End

BGM-Mega Man X8 OST- Demo - Advancement

"You know what?" Mary Jane activates her Repulsor Gauntlet, posing as it glows with repulsor energy, "MJ can take care of herself just fine! I still have friends out there. Luke and I are gonna go get them and then we're gonna get out of here. Aren't we, Luke?" She sternly looks at the muscular superhero.

"O-Okay." Luke nods, slightly intimidated by her determined attitude.

Shadow grins at MJ, "Not a bad attitude."

"Impressive." Cinder compliments the redhead as well but with a stoic tone and her arms crossed.

Yang smirks at Peter, "And you dumped her?"

"I-I didn't dump her. She dumped me. I-It was a mutual dumping." Spidey claims nervously, looking away from the huntress while she pats his shoulder. He looks at MJ, "Just be careful." before swinging away from the park, with Shadow, Toxin, and Yang following up.

BGM End

'Never would've imagined he and Raven were smart enough to figure out that the symbiotes were vulnerable to sound. And of course, that would include me and Cinder, if we used our own symbiotes.' Spidey monologues in his thoughts.

Spidey's group arrive at a church near a river to meet up with Wolverine and Raven. As Spidey's group jump to the roof of the church, the bell tower rings, causing Cinder's symbiote to painfully shiver, "The pain…"

Spidey grunts in slight pain, "Argh! How can they stand that noise?"

Wolverine and Raven notice their friends have arrived and jump down from the bell tower to greet them. "Joining Spider-Man's fan club now?" Raven mocks Cinder upon noticing her new symbiote suit.

"Not in the mood for your jokes, Branwen." Cinder retorted in annoyance.

"What's the deal here?"Spidey asks the adult heroes.

"Made a little trap for the creepy crawlies. They come to get at the parishioners inside, but then, I ring the bell. It stuns them. Then, I can chop 'em up by the dozen." Wolverine explained.

"We've got to get these people out of here. Maybe together we could keep that bell going, and clear out enough symbiotes to open up a landing zone." Spidey replied.

"Try hitting that bell." Wolverine gestures him to hit the bell.

"Before that." Cinder takes off her symbiote, switching to her regular clothing for her safety.

Spidey hits the bell with a web ball, causing it to swing and ring loudly. "Good enough." Logan proclaimed.

The noise enraged the symbiotes in the area, causing them to growl and groan in pain from the loud noise. They notice the church and sense the negative emotions emitting from the humans trapped inside, thus rampage towards the church to kill them. "Then let's bring on the hurt, shall we?" Spidey quips, getting into a fighting stance alongside his allies.

BGM-Shadow the Hedgehog OST-Lava Shelter

Both Spider-Man and Yang were the first to leap off the rooftop towards the incoming horde. Spidey webs numerous symbiotes, binding them as Yang strikes the ground with an explosive punch, unleashing a shockwave that knocks back and kills the webbed aliens.

"Show 'em who's boss!" Wolverine cheered his team, slashing vigorously at symbiotes with both sets of claws. Raven slices a few aliens without mercy, while Shadow shows off his brutality with a few kicks that send aliens flying. And as Cinder stabs a symbiote through the head, Wolverine gets punched away by a Symbiote Beringel. Logan recovers quickly and lets out a shout in fury, "GET OUTTA MY CITY!" He shoots himself at the Beringel while spinning and slashing, killing it and a few other symbiotes that were unfortunate enough to stand in his way.

"Spidey, the bell!" Wolverine said, impaling a symbiote while noticing an incoming horde.

"Say your prayers, symbiotes! We're at a church, after all!" quips Spidey, ringing the bell with a web shot. The noise stuns all the symbiotes in the area long enough for Spidey to create a giant ball of webbing, swinging and crushing it onto an alien crowd.

Wolverine smiles, "Nice! Show those things who the REAL Spider-Man is!"

"Symbiotes are attacking the church!" Yang shouts, noticing symbiotes crawling on and attacking the church from all sides.

"I'm on it." Shadow leaps into the air and strikes down the symbiotes attacking the church with Homing Attacks.

Meanwhile, Cinder defends the church from its front. A few symbiotes lunge at her, but she is not worried in the slightest. She grins as her eyes flares with fire, as the Toxin symbiote covers her body. Transformed, she delivers a wide tendril whip that instantly kills the lunging symbiotes, then massacres more with a combo of tendrils. A Symbiote Berserker nearly slashes her, but she easily jumps away from it. She grabs the Berserker and triggers a blast from within, shattering the enemy with devastating fiery power.

"I could get used to this power. These symbiotes are a joke compared to mine." Toxin said arrogantly, liking her power while looking at her hand.

"Don't get arrogant and enjoy it too much, or your power will overwhelm you. I'm about to ring the bell. Get ready." Shadow warns the symbiote maiden while leaping towards the bell tower. He fires a Chaos Spear to ring, painfully stunning all the symbiotes including Toxin for a moment. "Chaos Spear!" The hedgehog rains down multiple energy bolts to decimate an entire horde, leaving a few survivors to be killed by Toxin.

Nearby, Yang unleashes devastating uppercut on a Grappler, knocking it into the air for her mother to slash. "About time we spend some mother-daughter quality time." Yang quips, fighting alongside Raven.

"This is your idea of family bonding?" Raven quips, charging her sword with fire and slashing symbiotes.

"Beats bonding with symbiotes." Yang shoots at the bell, ringing it and stunning the symbiotes that were about to attack her, then destroys each symbiote with single, hard explosive punches either to their stomach or across their face.

Wolverine slashes a symbiote while saying, "Just got a call from SHIELD! A hovercraft is inbound in one minute! Raven, take your kid and start evacuating the church!"

"Right!" Raven remarks, transforming into a bird and flying towards the bell tower with Yang following her.

BGM End

Yang meets with her mother in the bell chamber, as she opens the ceiling door and see about a dozen scared civilians trapped below. "Is it safe to come out?" A male civilian asked the huntresses.

"Yes, start climbing up! SHIELD will be here any second!" Yang shouted at the crowd. She drops down and help the younglings of the crowd climb the ladder into the bell chamber, where Raven awaits to help anyone that might need it. Yang glances for anyone else trapped in the church before climbing the ladder. As she reaches the top, she hears and spots a young girl crying in the arms of her mother.

BGM-Dragon Ball FighterZ OST-Spirit

"Mommy, I'm scared." The young girl cried, with tears streaming down her eyes.

"We'll be okay, sweetie. I promise everything will be okay. Just be brave and strong, like these women who are protecting us." The mother comforts her daughter while glancing at Yang and Raven.

Yang kneels next to the crying child, putting on a smile to comfort her, "Listen to your mom. We won't let anything happen to you."

"Promise?" The girl asked, slowly being calmed by the comforting words.

Yang nods, "Promise."

"Thank you for protecting us." The mother smiles at the young huntress.

"It's what heroes do." Yang stands, "Everyone, stay calm! We'll be outta here before you know it!" She assured the civilians.

Yang walks to the side of her mother, standing next to her with a frown. Raven has her arms crossed, shyly looking away from her own daughter. "…Is there anything you want to say?" asked Raven, gathering the courage to speak with her daughter.

"No." Yang replied sternly.

Raven looks at her daughter, "Are you sure?"

"Let's discuss our family problems AFTER the apocalypse." Yang looks away from her estranged mother with a scowl.

"If you insist." Raven responded.

Yang pauses, as her angry scowl then turns into a sadden frown and says, "…Just tell me this…" She said, getting her mother's attention, "Why are you sticking around this time?"

"Don't have a choice, with this quarantine and invasion." Raven replied.

"Yeah, but, why are you helping us? Thought you hate getting involved in fights you can't win." Yang asked, staring at her mother.

"I do." Raven said stoically, "It's for that very reason I left Ozpin's war with Salem, because I knew she was unbeatable. Yet here I am doing his dirty work again. I have Spider-Man to thank for that, I suppose. Kid's a magnet for bringing strangers into his fights, including me. Thought he was just another Ozpin. I fought alongside him initially only because I was left with no choice. But somewhere along the way, I've noticed he's nothing like the old man. I find him more…believable." She looks somberly at her right palm, "I guess, in some way, he's helping me fight my fears. He saved our world and the things I cherish. I owe him this much."

Yang smiles at her mother, "That's nice to hear from you…"

Raven scoffs stoically while spotting a SHIELD hovercraft flying towards the church, "Your boyfriend is still ridiculously annoying, but that's enough talk. SHIELD's here."

BGM End

BGM-Spider-Man: Web of Shadows OST-Nowhere to Hide

The hovercraft descends next to the bell chamber, just as Spidey, Wolverine, Shadow, and Toxin jump inside. "GO! GO!" Wolverine shouts, hurrying the civilians into the hovercraft.

As the civilians enter the hovercraft, several Symbiote Grapplers and Berserkers climb up the bell tower. Once all the civilians were evacuated, Spidey gives a thumbs-up, "That's it! All aboard!" He leaps atop of the hovercraft alongside his friends, except for Wolverine.

"We've got company!" Wolverine notices the brutish symbiotes entering the bell chamber.

The X-Man quickly leaps onto the hovercraft as it leaves, but it quickly stopped in place by the symbiotes' tendrils latching and trying to pull it back. Logan pops his claws, "I got it!" and lunges at a Berserker and stabs it, willing to sacrifice himself if it means saving his friends.

One of the Grapplers hurls their tendrils at Yang, but Raven jumps in the way and gets grabbed and pulled into the bell chamber, sacrificing herself to save her daughter. "MOM!" Yang shouted in distress and surprise to be saved by her estranged father.

The symbiotes overpower Logan and Raven, forcing them to roll out of the chamber and fall to the ground while they are being piled on and screaming, "AAAAAAAH!"

"NOOOO!" Spidey yelled in horror.

BGM End

Spider-Man, Shadow, Yang, and Toxin quickly jump off the hovercraft as it flies away. They land in front of an angel statue as Shadow shouts for, "Logan!"

Suddenly, the angel statue was slashed diagonally, causing its head to roll towards the heroes' feet. "Oh no…" Spidey mutters in fear, already knowing what has become of Logan and Raven.

"Mom?! MOM?! Are you okay?!" Yang shouted in great concern for her mother.

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

"Ohohoho…I'm BETTER than okay." said Raven, ominously walking to the side of the broken angel statue and horrifying her daughter in a new black-and-red symbiotic suit with Venom-like fangs and red eyes, and with black hair that has grown longer and wilder.

"Gaah. Finally…" The newly-transformed Wolverine stands atop of the broken angel statue, having bonded with a black symbiotic suit with yellow accents and eyes, as well as spiky toes, "I am the biggest guy in the bar."

Symbiote Wolverine jumps down and lands next to Symbiote Raven, as they both roar, "GRAAAAAAAAH!" at their friends.

"This can't be happening…" Yang remarks in disbelief of her mother and friend corrupted by the symbiotes.

Symbiote Wolverine snarls, "Come on, Spider-Kid. Let's see what you can do against someone who knows how to fight." He lunges at Spidey, who quickly backflips away from him.

"Wolverine, Raven, NO! You've got to get those things off of you!" Spidey webstrikes Wolverine, who blocks his kick with his claws then uppercuts him into the air, following up with a vicious diving slash that knocks down the webslinger.

As Wolverine growls and is about to claw Spidey, he gets smacked away by Shadow's Spin Attack. "Enough of this foolishness! REMOVE the symbiote, or I'll rip it off you myself!" Shadow hurls Chaos Spears at the symbiotic mutant, but they were slashed through as Wolverine dashes at the hedgehog. Wolverine slams his claw on Shadow, who quickly counters with a drilling Spin Dash to the chest. The symbiotic mutant deflects the attack and slashes Shadow down, then was hit in the back by several fiery web bullets from Spider-Man.

Wolverine roars furiously, "I'll kill you!"

"Wolverine, listen to me! FIGHT THIS THING! You're STRONGER than it!" Spidey wraps his fist with fire webbing to deliver a flaming uppercut from underneath Logan's jaw, knocking him back.

Meanwhile, Yang is having trouble deflecting the blows from her corrupted mother's sword. "Why aren't you fighting back? I didn't breed a daughter so weak and afraid!" Symbiote Raven taunts her own daughter as she kicks her away in the chest.

"I DON'T want to fight you! FIGHT THE SYMBIOTE! I KNOW you're too stubborn to be controlled by anyone!" Yang retorted, trying to reason with her mother to save her from within.

"You don't know me at all! I left you the day you were born! You have spent your life trying to find me, only to find DEATH!" Raven launches herself at her daughter and swings her sword, which was quickly blocked and locked by Toxin and her arm-blade.

"I've heard many stories of you, Raven. They say you're a cunning leader, that you're strong, that you're clever. Hmph. Guess they didn't mention you being so weak-willed!" Toxin mocks, forcing Raven back with a burst of strength. Toxin stares at the symbiotic huntress while saying to Yang, "You're supposed to be the strongest of Team RWBY. If you want to save your mother, stop being weak and FIGHT!" She rallies the huntress, encouraging her enough to take a fighting stance and glare at her mother.

Symbiote Raven roars monstrously at the girls and charges at them, with Toxin charging at her. Both Super Symbiotes clash several times before Raven impales Cinder with her sword, but Cinder was still able to grab her arm and pull her down for Yang to deliver a dashing explosive punch to her mother's face, sending her flying. Raven lands on the ground and, after several backflips to regain her balance, was about to charge again until she saw Toxin firing a fire beam at her. Raven blocks the beam but was still knocked back. As Yang fires explosive shots around her mother to distract her, Toxin dashes and slashes her several times before being deflected. The symbiotes continue to clash, with Cinder's attack becoming increasingly aggressive, but Raven continues to retreat, dodge or deflect most of her strikes rather than counterstrike, forcing Cinder to keep chasing her. Raven finally decides to counterattack, knocking back Cinder before jumping near a Symbiote Pod.

"Time to get serious." Raven stabs her sword deep into the pod, using it as a conduit as she absorbs its potent symbiote biomass.

"Mom, what are you doing?!" Yang asked her.

After absorbing the pod's energy, Raven backs away. She sprouts symbiotic bird wings from her back and gains a fearsome white mask that doesn't cover her fangs and resembles the face of a Creature of Grimm. "GRAAAAAAH! Wolverine! The pods are the key to unleash your true power!" She roared at her symbiotic partner while taking to the skies.

"Now we're talkin'!" Wolverine jumps away from the attacks of Spidey and Shadow and lands near a Symbiote Pod of his own. He stabs his claws into the pod and absorbs enough biomass to gain white spikes that protrude across his body, acting as symbiotic armor. "GRAAAAAAAH!" He roars, before facing Spidey and Shadow to another round, "I'm gonna gut you!"

With his Symbiotic Armor increasing his strength and speed, Wolverine blitzes Spidey and Shadow while slashing them. Spidey grunts from the pain, "Wolverine! LOGAN! Come on, man!" He says as he dodges a lightning-fast clawing uppercut, "Fight the symbiote! Not us!" He says as he then dodges a blitzing downward slash from his corrupted teammate.

"It's no good, he's lost control! Our only option now is to beat the symbiote off of him!" says Shadow, hovering in the sky while bombarding the mutant with Chaos Spears, weakening his armor.

"Easier said than done, bub. I have decades of experience!" Wolverine lunges at Shadow, slashing onto the church.

"Same here!" Shadow warps off the wall and kicks Logan to the ground, "They don't call me the Ultimate Lifeform for nothing!"

"The Ultimate Lifeform vs. Weapon X, huh? Bring it, rat!" Wolverine growls, lunging at Shadow in the air with his claws thrusted out. Shadow dashes at the mutant while enveloping his fist with chaos energy. Both warriors collide their attacks, unleashing a shockwave that affects the entire church area.

Nearby, Symbiote Raven spread her wings and hover in the air. She uses her Semblance to create multiple portals around Yang. Out of the portals emerge multiple symbiotic swords that then rain down towards her daughter with no chance of escaping. Suddenly, the swords were grabbed by Toxin's tendrils, saving Yang. Toxin hurls the swords right at Raven, impaling her with multiple blades. While Raven is stunned in midair, Yang leaps above her and temporarily activates her Semblance to deliver a destructively powerful downward punch, slamming her mother and cratering the ground.

"That should be enough to deplete her Aura." Yang says while landing next to Toxin.

"Maybe. That won't stop her symbiote." Toxin responded.

Emerging from her crater, Raven roars furiously to the sky, "GRAAAAAAAAAAAH!" She swings her sword to create a shockwave that knocks back Yang, then follows up with a devastating overhead attack onto Toxin, who blocks the strike with her twin arm-blades. Raven backflips away, then focus her energy into her outstretched wings and raze Toxin with a laser barrage. "Had enough yet?" Raven taunts her.

"Shut up!" Cinder retorts angrily while being pinned to the ground by the laser barrage.

Shaking her head, Yang stands from the ground and notice that Cinder is being overpowered. She looks at the bell tower, which seems to give her an idea. "If you were stronger or more clever, mom, then maybe…" Yang launches her robotic fist onto the bell, ringing it loudly, "You'd remember to plug your ears!"

"GAAAAAAAAAAAH…!" Both Raven and Wolverine roar in pain from the loud noise. The noise was so loud it was strong enough to destroy Raven's mask and wings, as well as Wolverine's Symbiotic Armor.

"Nice thinking." Spidey said, complimenting his ex-girlfriend with a thumbs up, which she returns to him with a smile.

"That bell is a nuisance!" Raven snarled angrily.

"Leave it to me!" Wolverine pounces up the church towards the bell chamber. He pushes down the large bell before lifting and throwing it down at Spider-Man. The webslinger narrowly rolls away as it hits the ground. As Wolverine lands on the ground, he watches Spider-Man using his amazing strength to lift the entire bell and throw it at him. Wolverine punches the bell back, but Spidey leaps onto it while it's in midair. He starts pushing the bell back with his legs, attaching two weblines to the ground to help him kick it back at Logan, who decides to destroy it with a claw strike.

"This ain't over by a mile!" Wolverine proclaimed.

"Good! I'm not done beating on you yet." Spidey quipped.

BGM End

BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)

As Yang and Toxin leap towards Raven, she and Logan share a silent nod. Before the girls could attack, they were struck to the ground by Wolverine. "You're fighting me now!" Logan exclaims, switching with Raven to fight Yang and Raven.

"They switched!" Shadow noted.

"Got bored of us already?" Spidey taunts Wolverine.

"You've had this coming, Parker!" Raven launches herself at Spidey, nearly slashing him if they didn't dodge in time. "Admit it. You're a failure. If you used all of your power instead of joking around, you could've saved your Aunt May the pain of all your lies." She said, angering him. Spidey growls, switching to his Black Suit and launches a tendril at Raven, who easily dodges and cuts it before slashing the webslinger away.

Meanwhile, Wolverine dashes and unleashes a lightning-fast barrage of attacks from all angles onto both Yang and Toxin until their Auras were depleted, then slashes them onto Shadow, knocking out the three of them at once. "This invasion only happened because you brought the original symbiote to Earth." Wolverine says while standing next to Raven, "You could've prevented us from changing, but didn't. You failed our worlds. Your friends. Your responsibility. Another one of your NUMEROUS failures."

Shadow grunts while recovering onto his feet, "Do not listen to them!"

"You're just as pathetic as Ozpin…" Raven continues taunting him, "Or should I say MORE pathetic than Ozpin! Throughout his long years, he never accomplished causing interdimensional wars in the span of a few months. Imagine how many lives you have failed to save from your existence?" She prepares to swing her sword, as Spidey clenches his trembling fist, "Just like how you failed to save your Uncle Ben."

Hearing the name of his Uncle Ben, Spidey explodes into his Rage Mode as he effortlessly blocks Raven's sword swing with his backhand. "Watch your tone." Symbiote Spidey said coldly. Instantly and swiftly, he sweepkicks Raven and delivers a devastating punch that sends her flying through the church. He then unleashes his tendrils at Logan, impaling him, then yanking him towards a punch that brutally slams him to the ground. As Spidey leaps away, both Raven and Wolverine lunge at him and deliver a simultaneous attack that missed because he dodged at lightning speed. The symbiotic hero blitzes through his foes multiple times at hyper enraged speeds, assaulting them with rapidfire flurries of devastating punches, destructive kicks, claw swings, and tendril strikes from every angle and giving them no room to breathe.

"He's gone berserk." Toxin commented, watching Spider-Man tearing apart their symbiotic enemies.

Shadow scowls, "At this rate, he'll kill them." He said, while Yang could only stare in stunned horror of her ex-boyfriend's actions.

In an instant, Spidey stomps Wolverine to the ground and leaves him near-death. He then disarms Raven of her sword before latching a tendril to her throat and pulling her towards him. "What's wrong? I thought you wanted me to use all my power."Spidey taunts the battered Raven. He lifts her above his head, "You're nothing but a murderer and a thief. You deserve what I'm about to do." He said with cold rage, slowly gathering the strength to rip her in half.

"He's going to kill her!" Toxin said in stunned shock.

"NO SPIDER-MAN, DON'T!" Shadow shouted.

In a last ditch effort, Yang lunges at Peter, forcing him to drop the unconscious Raven. She pins her ex-boyfriend to the ground as he struggles to break free from her grip, "Stop Peter! PLEASE! You've done enough! It's over! I don't want the symbiote to take you too!"

"GET OFF!" Blinded by his rage, Spidey smacks Yang away with a tendril slap that leaves a bloody wound and instantly knocks her unconscious.

BGM End

"YANG!" Shadow shouts, rushing to her aid and check that she is still alive.

"What?!" Spidey's eyes widen in shock, snapping out of his Rage Mode after accidently hurting Yang. He quickly takes off his symbiote and hurries to check on the unconscious huntress, "Oh no! No, no, no, no! I didn't mean—Yang?! I'm so sorry! Are you okay?! Say something!" He said frantically, instantly filled with guilt.

"She's fine, just unconscious. Nothing too serious." Shadow assured him.

"I'm sorry…I didn't mean to hurt anyone. I just…" Spidey starts apologizes but couldn't finish in his shame.

"I know." Shadow replied stoically, "Listen, Peter…Don't disappoint me. You can't allow anger and hatred to overwhelm you." He lectures him with a stern look, which sadness Peter as he looks at the ground in shame.

BGM-Shadow the Hedgehog OST-Sad Ending

Meanwhile, Cinder notice Raven struggling to remove her weakened symbiote and helps by carefully burning it off her body. "Thanks…" The restored Raven said weakly as she slowly stands on her feet, "Where's Yang?"

Cinder points to her daughter's unconscious body, "Over there. She's still alive, if you care."

Worried, Raven rush to check on her daughter. While she does, Spidey and Shadow meet with Wolverine stabbing himself to remove the symbiote that infected him, much to his own roaring pain and Peter's disgust. "I didn't mean LITERALLY get it out. Ugh, doesn't that hurt?" Peter asked his teammate.

"Yeah…like hell…I'll be with you in a minute…" Logan says while removing the rest of his symbiote, "And thanks…"

"You're welcome, I think. Talk about cutting yourself down to size…" Peter quipped.

"Yeah, well, I prefer life this way…" Logan groans while standing, "It's who I am."

Spidey looks down with a shameful stare, "Must be nice…"

"What?" Wolverine remarks in confusion.

Spidey says somberly, "Knowing who you are. Me…? I'm just an accident. A dangerous one." He shifts to a sadden tone, "You and Raven were right. Like Ozpin, everything that has happened until now was because of me…I've caused so much destruction…Like these symbiotes, I should have never existed…Maybe that's who I am…"

"H-Hey! Don't be rash! Don't take what we said to heart. You are…" Raven tried to comfort him, but despite her best attempts to convince him otherwise, she and the others could only watch as Spidey sadly swings away, consumed by his guilt for causing this symbiote invasion that has hurt so many people.

"Shadow." Logan calls him out for attention, "Go with him. He needs a friend right now."

"Yeah." Shadow responded somberly, skating towards the depressed webslinger.

"I should…probably go with them." Cinder swings off to catch up, starting to feel guilty about Peter's current condition.

BGM End

A tear drips from Raven's eye while she's kneeling down next to her unconscious daughter, "What have we done…"

Wolverine places a hand on her shoulder to comfort her, "Everything will be alright. Kid's strong." He then looks down at Yang, "Both of them are. They'll get through this."

"Yang, I…" Raven holds her arm as tears well up in her eyes, "I'm sorry…" She sobbed, with her mutant friend by her side to comfort her.

BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: A chapter inspired by the Semi-Hero route of "Shadow the Hedgehog". An emotionally one from beginning to end. If you can't tell at this point, the Black Suit has nearly corrupted Spider-Man and turning him into an all-powerful evil jerk. And I hope you remember that everything that happened after the prologue is a flashback. A VERY long one that is going to end with the next chapter, as we near the end of this story.

superjoeyf721: Toxin gains fangs when she is furious or in great pain.

Question of the Chapter: Any thoughts on the argument between Spidey and Ozpin? And on Spidey's emotional breakdown during the fight with Symbiote Wolverine and Symbiote Raven?

Next Time: Temptations and Illusions!

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

BGM End