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

Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Black Cat was infected with a symbiote and hunted Mary Jane. I stopped her by nearly killing her, and I was so overwhelmed with grief that the Black Suit nearly took control of my body. Shadow and the others snapped me out of it and took Felicia to a hospital. This has gone on far enough. The Sonic Bomb is complete. It's time we destroy the symbiotes once and for all!

BGM End

Issue 22: Nesting Instincts

Fisk Towers, New York City

BGM-Spider-Man: Web of Shadows OST-Track 23

Black Widow and her SHIELD agents, Kingpin and his Tech Soldiers, and the Tinkerer have all gathered inside the main office as they are ready to activate the completed Sonic Emitter to destroy the symbiotes and end this alien invasion once and for all.

"Yes, your money has been wired. The device is in place. Now begin the detonation sequence!" said Black Widow, speaking to Tinkerer with an annoyed tone as she wants the symbiotes to be destroyed right now.

Everyone looks at a large TV screen displaying live footage of the Trask Building. SHIELD agents are guarding the building from every angle to prevent any symbiotes from stopping their last hope. A hovercraft is seen placing the sonic weapon atop of the building, armed and ready to be activated.

Suddenly, Shadow warps into the office to watch, with Spider-Man and Toxin hanging upside down from the ceiling on their own weblines. "What are we waiting for?! SET THIS OFF!" Spidey shouted impatiently.

Black Widow touches her earpiece, "Status report! Are we at go?!"

"Damn you, Toomes!" cursed Kingpin, upon noticing something ugly and symbiody approaching the building from the television.

"Oh no…" Widow mutters in horror as she watches the screen alongside everyone else.

The Trask Building is suddenly attacked by a large winged army of symbiotes that mainly comprise of Vulturelings and Symbiote Ravager Grimm. SHIELD agents are firing everything they have at the symbiotes, but they are too fast and keep flying away from their shots. Several symbiotes obliterated a hovercraft, as one of them grabs an agent and lifts him into the air.

"Lieutenant Millar, come in!" Black Widow contacted the captured agent.

Everyone sees Millar being held up high in the sky, gagging and grasping for air while being choked to death. 'Hello there! Can anyone see and hear us?' asked Symbiote Rouge the Bat with her singing voice, as the camera turns to her and Symbiote Vulture hovering next to her.

Shadow scowls, "Rouge! What are you doing?!"

'Taking away your last hope.' Symbiote Rouge smiled.

'We've easily defeated your pathetic forces and have cut the data link to the Tinkerer's little toy.' Symbiote Vulture proclaimed.

"Toomes! Rouge! What do you want?" Black Widow scowls at the venomized supervillain.

Toomes retorts, 'We are so much MORE than Adrian Toomes and Rouge the Bat! And we have but ONE demand: Spider-Man! And he knows why. He carries part of us with him. In fact, he is the reason we are here at all.'

'I think we've said enough. This one's no longer useful.' Symbiote Rouge quips, referring to the cameraman.

'Good day.' Vulture said to the heroes, casually dropping the cameraman so he may fall to his horrifying death.

"I'm calling in an airstrike." Widow announced.

"We need that building in-TACT!" Tinkerer opposed the idea, not wanting to risk the destruction of their sonic weapon.

Just then, Spider-Man drops to the floor and says, "Hey! He's right!" He said, getting the attention of his allies, "This is about ME! It started with me, and now I'm gonna end it."

"Not alone." Shadow remarks, approaching the webslinger as Toxin drops next to them, "We'll finish this together."

Spidey nods, "Thanks."

"Let's go." Toxin declared with a look of seriousness and determination, ready to put an end to this alien invasion that she inadvertently caused.

BGM End

Later…

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

Spider-Man, Shadow, and Toxin are standing atop a hovercraft, which is leading an army of hovercrafts towards the Trask Building to stop Vulture's army. As they approach the building, everyone notices a massive hive nested right next to the device with lots of black webbing attached to other buildings, which have created several midair platforms that host Symbiote Pods to spawn more symbiotes.

'What is that thing?' asked a SHIELD agent through the earpieces, spotting the giant hive.

"One HUGE hive." Shadow replied stoically.

"This is close enough." Spidey told the pilot, who stops the hovercraft in midair.

The Super Symbiotes, Vulture and Rouge, spot the heroes as they hover in the air. "Take him, our children!" Vulture orders his army to attack the resistance.

Symbiote Rouge flies ahead, leading the attack on the hovercrafts. Symbiote Sphinxes tackle hovercrafts, knocking a few out of the sky. Armored flying SHIELD agents were deployed and shoot at the symbiotes, killing enough to gain the attention of a swarm of Ravagers that bite and claw the agents.

"Toxin! Destroy the pods on the platforms to slow the flow of symbiotes!" Shadow ordered.

"On it!" Symbiote Cinder takes to the skies, flying towards a symbiotic platform. She spots a pod hatching a Vultureling and quickly destroys them both with fireballs. A swarm of Ravagers emit sharp sonic screeches that weaken Toxin, forcing her to swing from the hovercrafts for a chance to recover. She lands on a hovercraft and confronts the incoming swarm, scorching them with a burst of flames. Once most of them were killed, she swings off to destroy the other pods.

Meanwhile, Spidey and Shadow make their way towards the two Super Symbiotes, bouncing off flying symbiotes with Web Strikes and Homing Attacks respectively. "Pick one: Rouge or Vulture?" Spidey jokingly asks the hedgehog on who he wants to fight.

"Rouge, obviously." Shadow responds stoically.

"You fight the beautiful bat thief while I fight the dirty old birdman?" Spidey quipped.

"Yup." Shadow remarks as they approach the Super Symbiotes.

"That's fair." quips Spidey, swooping onto Vulture with a Web Strike, "Just be careful of your own strength, man. We'll get your teammate back! Don't worry!"

"I am NOT worried. Concentrate on Vulture." Shadow retorts with a scowl.

"You'll be like me soon enough, Spider-Man." Vulture says while charging towards the webslinger.

Spidey dodges his charge and webstrikes him from behind, "Like you how? Old? Smelly? Crazy?" He quips while comboing him with strikes.

Nearby, Shadow has his hover shoes activated while battling Rouge. The symbiotic bat launches a screw kick at the hedgehog, who quickly backflips and counters with a Spin Attack. But Rouge blocks the attack with her wings, only being slightly pushed backwards. "Rouge! I'm giving you this ONE chance to break free on your own! I know you can do it!" said Shadow, trying to reason with his corrupted teammate.

"Awww, you really do care about me." quips Rouge, flying around Shadow at high speed before ramming a fast diving kick at him. Shadow blocks the strike, struggling as it pushes him across the air.

"I DO! You're my partner! My friend! Otherwise I would've never saved you when Prison Island was about to explode." Shadow deflects her kick with a backflip kick, then lands on a symbiote platform.

"We were just getting to know each other back then. You only saved me to collect the Chaos Emeralds. To you, I'm just a liability." Rouge retorts, hurling symbiotic bombs at the platform.

Shadow jumps away from the platform as it explodes, then hovers in midair with his rocket skates, "That's not true. You're one of the strongest people I know that has always been there for me. When I lost my memory, you were the first to help me get them back. When the Black Arms invaded, you stood by my side even when the whole world blamed me for the invasion. Now I'm returning the favor."

"By failing to save ME from the symbiote?" Rouge attempts to hit him with a slicing kick, but it was dodged.

"I haven't failed. I WILL save you!" Shadow retorts, knocking her upwards with a double kick.

Meanwhile, Spider-Man swings away the bladed feathers thrown by Vulture, "C'mon, Vulture! You can fight that suit!" He reasons with him while dodging his feathers, "You can-!"

"SILENCE!" Vulture strikes the webslinger with talons, knocking him back. "The Suit is POWER, and POWER IS EVERYTHING!" He launches his wings off his suit directly at his opponent. Spidey dodges the wings, only for them to blast him down from behind before returning to Vulture, "You don't understand the power I have!"

"And YOU don't understand what a cliché is." quips Spidey, webbing the villain's eyes while falling, then launches a Web Strike kick from below to save himself, "Wow, look at me! I'm a big scary old guy in a bird suit!" He mocks while comboing him with aerial attacks.

"I am MORE than a costume, fool! I AM THE VULTURE!" He furiously deflects the hero and smacks him to a platform while spinning his wings. He looks at Toxin and the SHIELD fleet that are slowly thinning out his horde and gets an idea, "Your friends will be of no help to you!" He leads his Vulturelings on an assault on the fleet, decimating a few hovercrafts and jets.

Spidey spots a fighter jet dropping a bomb that destroys one of the symbiote platforms. As the jet flies past him, he attaches it with a webline and gets pulled away as it obliterates the platform he was standing on. "YEEHAAAAAW!" Peter hollers, flinging himself back to the massive aerial battle.

In the air, Toxin ignites an explosive backdraft, pulling symbiotes toward her as she ignites her armblade and kills them with a devastating spinning slash. Symbiote Rouge notice her and emits a powerful sonic screech at her, blasting and weakening Cinder onto a hovercraft. Enraged, Toxin's mask temporarily manifest fangs while struggling against the screech and charging a fire beam in her cupped hands. "Gettin' real tired of these screeches!" She manages to shoot a large fireball at Rouge, who easily dodges it but was suddenly struck by Shadow's Spin Attack.

"I'm ending this NOW, Rouge!" Shadow proclaims while rapidly striking the bat.

Rouge deflects him with a wing slap, "Even if you stop me, you won't be able to stop the ritual."

"Done it before, and I'll do it again." Shadow quips while hovering.

"But this is on a GRANDER scale than Black Doom's. You've only been fighting a portion of the Klyntar's true power." retorts Rouge, sending Ravagers towards the hedgehog.

"Klyntar? So that's what your species are really called." Shadow notes while bouncing off the swarm of Ravagers. "What is your true goal? Why have you been so interested in the Chaos Emeralds?" He asked.

"The Emeralds produce a Light that is quite hazardous to our species, as well as a Darkness that empowers us." Rouge answers while divekicking the hedgehog, "Once we have taken the Emeralds, we will exterminate The Light of the universe, once your worlds have fallen to the abyss!"

Shadow warps away from her kick and reappears behind her, "Not while I'm still alive!" and hits her with a powerful roundhouse kick to the head.

Nearby, Toxin rockets towards Vulture to deliver a slash that was promptly blocked. "You're supposed to be one of us!" said Vulture, knocking back the maiden with a wingslap, "You're supposed to be the Symbiote Princess! The heir to our new kingdom!"

"I may share a fashion sense, but that's as close as I get." quips Toxin, flying around and creating a burning web ball to hurl at Vulture, knocking him down a few feet from the air.

Vulture shakes his head before roaring at the rebel. At incredible speeds, he strikes Cinder, then hurls her back before employing lasers from his wings right at her, "You KNOW what I have become. You and the Spider are PART OF US!"

"No, we're on the OTHER team." quips Spidey, landing a strong Web Strike from Vulture's blindspot, knocking him away, "They at least have decent catering that doesn't include brains and flesh. Ugh. Nasty."

"You are here because we WISH IT! You are here to SERVE!" Vulture swoops and blitzes the Web Warriors from multiple angles.

"What? Now we're your waiters? You really are senile." quips Spidey, managing to dodge his spinning tackle and web-throw him at Toxin, who uppercuts him with a flaming fist.

Dazed for a moment, Vulture notice that SHIELD have called in reinforcements and are pushing through his army, decimating a number of symbiotes. "Attack them! KNOCK THEM OUT OF THE SKY!" He shouted fiercely, ordering his army to launch a counterattack.

Flying symbiotes charge at the fleet and quickly regain the advantage. "Losing control!" A flying SHIELD agent remarks before being knocked out of the air by a Vultureling. The other symbiotes massacre the agents and the fleet, with one Vultureling being crazy enough to kamikaze a hovercraft, resulting in a massive explosion in the air.

"Things are spiraling out of control!" Toxin commented.

Meanwhile, Symbiote Rouge strikes Shadow with a black ripple that stuns him for a moment, leaving him open for a combo of powerful kicks that knocks him away. The hedgehog quickly recovers and hovers in midair, "Then it's time we finish this!" He warps away from the bat's flying kick, reappearing behind her and kicking her towards Toxin, "TOXIN!"

Toxin charges a large fireball in her hand, then shoots it at Rouge. The explosive blast had enough force to purge the symbiote off of the GUN agent, who falls high from the sky while unconscious. Luckily, Shadow warps below her and catches her. "Rouge! Are you alright?" He asks sincerely.

The restored Rouge groans weakly, waking up while blinking her eyes and rubbing her head, "I think so…Thanks for the save…And, sorry that I caused you so much trouble."

"It's alright. None of it was your fault." Shadow assured her.

"Guys! I'm just about done beating on Vulture!" said Spidey, delivering a powerful punch that knocks the winged menace out of the sky, "Once he's out, I'm making a beeline for the bomb to activate it! Keep the symbiotes busy until I'm done!"

"Roger. Good luck, Spider-Man. You KNOW what to do." Shadow responded, placing his confidence in Peter making the right choice with the device.

With the webslinger, he skydives from the height of the tall Trask Building towards the falling Vulture. He webzips to get closer and pulls out one of his bladed feathers. Vulture throws one at Peter, who dodges and grabs it with his webbing, then dual-wields the blades against Vulture until he's slashed farther down. Peter throws a sword to pin one side of Vulture's wings as he crashes to the sidewalk, and then stabs the other side just as he lands, knocking out Vulture. Peter pulls out the blades, just as the symbiote leaves the unconscious Vulture.

BGM End

Shortly after…

BGM-Spider-Man: Web of Shadows OST-Symbiote City 5

The restored Vulture slowly awakes and finds himself underneath the Sonic Emitter, after being taken there by Spider-Man. Speaking of the wallcrawler, he is interacting with the device, restoring its system and will be ready to activate it in a few moments.

"You think this will really stop them?" Vulture speaks, gaining Peter's quiet attention, "She is FAR too powerful for Tinkerer's little toy to hurt her. Set it off, and your power will be GONE! GONE FOREVER! Remove the detonator. EMBRACE the power of the dark one gives YOU." He said, trying to convince Spider-Man to embrace his symbiote and destroy the device.

Peter ponders his words in silence until he was interrupted by the voice of familiar friends shouting, 'SPIDER-MAN!' Peter turns around to be greeted with holographic screens of his friends from across dimensions. From the Freedom Fighters to Team RWBY. From the New Avengers to Team Dark. And those associated with Ozpin like the headmaster himself, the Branwen Twins, Glynda, and Ironwood.

'Spidey! Don't listen to him! Activate the device!' Sonic shouted.

'You're stronger than this, Spider-Man! Don't give into Salem's influence!' Ozpin ordered him.

'She's the devil trying to destroy our worlds! Destroy the symbiotes! NOW!' Captain Marvel reminded her teammate.

Spidey lowers his head while pondering on his own choices. 'They're right. The symbiotes need to be destroyed, once and for all. They're too dangerous.' He said in his mind.

'Stop, Pete. C'mon. You're overreacting.' said his Black Suit, 'The Black Suit. The symbiote. It has made life better. And there's no one else we need. Not MJ. Not Yang-.'

'Not even Aunt May?!' Peter retorted, 'Those weren't my thoughts! The Black Suit. You've been messing with my head the whole time! Making me choose the wrong decisions! Not anymore. You're getting off my body!'

BGM End

BGM-Shadow the Hedgehog OST-Hidden Memories

As Peter reaches for the buttons to activate the device, he suddenly clutches his head in pain as he falls to his knees. His symbiote acts on its own, forcing its host to switch to the Black Suit while he's stunned and radiating a red aura, 'Hey! I can't move!' Peter thought, feeling paralyzed.

'Spider-Man!' Ruby shouted through the holo-screen.

'The Black Suit! It's trying to control him!' Strange remarked.

"Do not fight it, boy! EMBRACE its limitless power!" Vulture encourages the webslinger.

'You heard Vulture. Do not fight us.' The Black Suit said to its host, 'In anger, you sought to hurt us. Instead you've made us stronger. You cannot escape us…nor can you escape your past. We shall demonstrate.'

'No! What's happening?! Stop! PLEASE! STOOOOOP…!' Peter yells, feeling his mind being dragged to the darkness.

BGM End

Peter's Mindscape

Spider-Man finds himself falling in his own mind, in a dark webbed void that has nothing except a floating island holding a familiar home. The webslinger crashes in front of the house as his symbiote says, 'Do you recognize this place, Peter? It's your childhood home. The location of your GREATEST failure. Perhaps there is a chance you can undo the deeds of the past.'

Weakly, Peter stands up and approaches the door to his home. He opens the door and immediately recognize the person in the living room, much to his complete shock. He finds his Uncle Ben, alive, and looking quite confused. "Peter? Is that you? What's going on? Where are we?" Ben asked him.

"My god…Can this be real?" Spidey muttered.

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

All of a sudden, clones of The Burglar that killed Uncle Ben emerge from all over the living room. Each of them are wielding a handgun, the same handgun that shot Ben, and they surround him with it, much to his silent horror.

Peter lets out a loud, "NO! Not this time!" He zips to a Burglar and knocks him out with one devastating punch, "This time I WILL save Uncle Ben!" A few clones fire their guns at Ben, who was instantly saved by Spidey's web shield blocking the bullets. The webslinger counters with a web blast that immobilizes the clones. "Uncle Ben, find somewhere to hide!" He orders his uncle.

"Okay, Peter! Stay safe!" said Uncle Ben, rushing to take cover behind a table and watches his nephew fight the clones.

Spider-Man doesn't whisper a word while beating on the clones. He just lets his enraged fists do the talking for him. When a gun fires at him, he easily backflips from it before defeating the clone with a diving kick, then flies into a blur of attacks, leaving all but one Burglar standing. The remaining Burglar found Ben and nearly shoots him, until his gun was yanked away by a webline. "GET AWAY FROM HIM!" Spidey zips to the thug, delivering a powerful punch that smashes the clone onto the wall. The impact was so powerful that it destroys the fake house, leaving nothing but a floating living room.

Immediately, more Burglar clones emerge from the ground to confront and swarm the Parkers. "They just keep coming!" Ben noted.

"Doesn't matter how many keep coming! I WON'T FAIL YOU AGAIN!" Spidey vowed, covering the area in a giant web that stuns the massive army of Burglars. He then hangs upside down from a webline and launches web blasts all around him in a spinning attack, webbing up clones and launching most of them into the bottomless void. He delivers one final attack on the remaining clones, a giant web ball that he swings in overhead circles multiple times before slamming it onto the clones.

And with that, Peter had done the impossible. He had save his uncle. Ben smiles at his panting nephew, "You did it!"

"Ha! You see that, symbiote?! I lost my uncle once, but it will NEVER happen again!" Spidey shouted at the black sky.

'You cannot SAVE him, Peter.' retorted Salem, as her voice is being heard throughout his mind.

"Salem?" Peter muttered in shock.

'This has ALL been an illusion, conjured from your tortured mind. What has been written, cannot be undone. You can never escape the past, no matter how much you want to turn away from it!' Salem lectures him.

Spidey lowers his head in shame, "I've tried…I never wanted him to die."

Suddenly, symbiote tendrils appear and wrap themselves around Peter's limbs and lift him up, suspending him in the air while he desperately struggles to break free, 'I'm sorry, Peter…' said Salem, 'But the past is the past. You cannot change it. Only LEARN from it.' She says, summoning the Burglar behind Uncle Ben, who is taken aback by his sudden appearance. The Burglar points his handgun at Ben, and is about to press the trigger while Peter could do nothing but watch from afar.

"No! Noooo! NOOOOOOO!" Peter yelled.

BGM End

And the instant the gun was fired, Ben died, knocked back onto his own bloody puddle. The tendrils let go of Peter as he falls to his knees, sobbing as many tears stream down from his eyes, "No…Not…Not again…" He cried, staring at the floor with his spirit shattered.

The floor seamlessly disappears, just like Peter's mask. The maskless superhero grieves on his knees in a colorless void surrounded by webbing and with a dim light shining down on him. Just then, Symbiote Spider-Man and Salem appear in the void. "Why blame yourself?" Symbiote Spidey asks his counterpart while clinging onto a web, "We didn't hurt Uncle Ben. The world TOOK him away from us. The world takes EVERYTHING we love."

Salem kneels next to Peter with a somber expression. She gives him a motherly hug to comfort him while saying, "The world took away my family too, Peter. There is no else you can trust. No one except us. Together, we can build a new family, as mother and son. As queen and prince. Create a world where no one dies!"

"Join with us. Make our bond permanent." Symbiote Spidey offers his hand to Peter, who notices, "Together, nothing can stop us. And everything we ever wanted…will be ours."

Peter closes his eyes briefly, before reaching out to accept his symbiote's hand. The symbiote spread its tendrils onto his arm to slowly bond with him and fully turn him to the dark side. But the process was intercepted by a new, and familiar, hand touching Peter's arm.

"Hold up there, kiddo." Uncle Ben announces his surprising presence to everyone, helping his nephew to his feet.

"Uncle Ben…?" Peter looks at his uncle in shock, as he just saw him murdered.

Salem scowls at the man while standing, "How are you still here?"

"Doesn't matter. We don't need you anymore, old man." Symbiote Spidey glares at the uncle.

"Too bad, you two stirred up my memory. Now you're stuck with me." said Ben, walking away into the darkness with his nephew.

"Wait! STOP!" Symbiote Spidey shouted, but neither he or Salem could do anything to stop them.

Suddenly, Peter found himself in his civilian clothes sitting in the illusion of his uncle's car. "Well kiddo, we're here." Uncle Ben announced, sitting in the driver's seat.

"Here?" Peter questioned in confusion.

"The library. The one across the TV studio? You said you had to study here." Ben reminded, as the illusion of the city surrounds them.

Peter nods somberly, "Right. Right…U-Uncle Ben? If you could do something, and do it BETTER than anyone else, then it wouldn't be wrong to, ya know, cash in on your talents, right?"

"Well son, that would depend on what 'talents' we're talking about." Ben replied.

Peter frowns with his eyes closed, turning away from his uncle. Just as he's opening the door to exit, his uncle grabs his left arm to stop him, "Listen, kiddo. I went through EXACTLY the same thing at your age."

"No. Not exactly." Peter quipped.

"Point is you're changing, into the MAN you're gonna be." Ben smiled, "And just because you CAN do something, doesn't mean you should. With great power, there must also come…great responsibility." He gave his nephew his words of wisdom, which got him thinking deeply.

"Pretty words…" remarks Salem, mocking the uncle as she and Symbiote Spidey suddenly manifest in the back of the car.

"But what good do they do?" Symbiote Spidey asks his host, "We still went to the TV studio. We still let the burglar go. Days later, he robbed our house and took Ben away from us." He argued.

"From HIM." Ben retorted, receiving a glare from the symbiote, "Not you. That's not the point. And I'll prove it."

BGM-Shadow the Hedgehog OST-Between Dark and Dawn

Instantly the illusion changes to a warehouse, where Peter is in his costume and holding up the Burglar that murdered his uncle. "That face…I remember that face…What have I done…WHAT HAVE I DONE?!" Peter shouted in disbelief.

Symbiote Spidey scoffs, as he, Salem, and Ben appear and spy on this iconic moment from the darkness. "THIS proves your point?" Salem questioned with her arms crossed.

"Wait. Watch him take his vengeance." Ben advises her.

Furiously, Spidey smashes the burglar through the window and threatens to let him fall to his death, "I should drop you. Take what YOU took from Ben Parker!" He lets go of the burglar, who screams while falling to his doom. But surprisingly, he was caught by a webline that saved his life. "But he wouldn't approve…With great power…comes great responsibility."

The police arrive and shines their lights at Spider-Man, who seamlessly changes to his civilian clothes the instant the light shines on him. The illusion ends as Uncle Ben appears behind his nephew with a smile, "And that, kiddo, was just the beginning."

Swiftly, Peter remembers all of the people he has saved over the course of his superhero career. He recalls saving people from a bank heist. Saving Amy Rose from Electro during his adventure in Mobius. His Aunt May when she was buried underneath a collapsed building. May and Ben Burnside from a mugger in Remnant. The people of Menagerie from a Goblin invasion. Solving the Devil's Breath crisis. As well as recalling the times he saved the dimensions in recent months.

"No one's denying the great work we've done…" said Symbiote Spidey, as he and Salem manifest behind Peter, "But how were we repaid? We have no money. No girl. No real FRIENDS. None that is, save us." The symbiote slowly wraps his tendrils onto Peter in another attempt to bond with him. Peter doesn't struggle and would've accepted this fate, if his uncle didn't pull him away.

"I beg to differ!" Uncle Ben argued.

Suddenly, Peter remembers all of the friends he has made over the years and the good times he had with them. He remembers his high school friends: Gwen Stacy, Mary Jane Watson, Harry Osborn. His family: Uncle Ben and Aunt May. His Daily Bugle friends: J Jonah Jameson, Betty Brant, Robbie Robertson. His superhero friends: The Avengers, New Avengers, Fantastic Four, X-Men, SHIELD. His Mobius friends: The Freedom Fighters, Team Dark, Babylon Rouges, GUN, Blaze the Cat. His Remnant friends: Team RWBY, Team JNPR, Team CFVY, Ozpin, Glynda, Ironwood, Penny, the Ace-Ops, the Belladonna family, the Schnee family, Ruby and Yang's family, the Branwen Twins. He even remembers his friendly anti-heroes: Eddie Brock, Black Cat, Cinder Fall, Emerald Sustrai, Mercury Black.

"Uncle Ben's right." Peter remarks, finally coming to terms with himself while staring at the Black Suit and Salem, "I'm not alone in this. And I am NOT giving up who I am…to become one with the ooze."

"We gave you ultimate power, and you threaten to OPPOSE us?" glares Salem, as her eyes glow with anger, "

"You cannot reject what you already are!" Symbiote Spidey retorts with a menacing glare of his own, while absorbing Salem into himself to awaken his Rage Mode.

"Go get 'em, kiddo." Ben smiles at his nephew, wishing him luck before vanishing into the darkness.

BGM End

BGM-Marvel's Spider-Man (PS4) OST-Destroying Your Own Creation

Peter faces his symbiote self as he pulls down his mask, manifesting his Red Suit. Both Spiders exchange glares before Spider-Man lunges at his symbiote, who jumps away from him. Whatever surface each spider touches gets webbed, as Peter leaps at Black Suit and grabs him, throwing him onto an invisible wall.

"That's what you're in for, roomie. Sure you don't want to vacate." Peter quipped.

"Vacate? Where do you think we are?" Black Suit sinks into the darkness, worrying Peter as he glances his surroundings for any sign of him. Suddenly, symbiotic tendrils sprout from every corner of the void and entangle Peter, suspending him in the air. The symbiote reappears in front of its host, manifesting as a giant face with a mouth, "We have taken ROOT in Peter Parker. Mind, body, and soul! Why bother struggling? There is no place you can hide." It proclaimed, slowly sinking its host to the abyss.

Peter nearly sinks into the darkness with only his hand remaining, until someone grabbed it and pulled him back to the surface. It was his Uncle Ben coming to his rescue, much to the annoyance of the symbiote. "Boy's got no need to hide." Ben told the symbiote.

"I'm/He's stronger than you think!" said Peter and Ben in unison, respectively overlapping themselves.

Ben allows himself to be absorbed into Peter, who backflips onto an invisible wall while the memories of his amazing friends are also absorbed into him. "Now, mud stain, shall we dance?" Peter jokingly asked his symbiote.

The annoyed symbiote lashes tendrils at its host, who dodges and counters them with attacks that chop them. Peter does this while making his way towards the giant face, webbing it down with a powerful punch. Enraged, the symbiote manifests into its Spider-Man form and lunges at Peter. Peter continuously dodges its ferocious attacks until he spots the opportunity to web its face. While it's blinded, Peter delivers a series of blows that were so strong, it's effect were noticed in the real world. From the perspective of Vulture and Spidey's holographic friends, they notice portions of the symbiote bursting off of Peter's body, much to their amazement. In the mindscape, Peter uppercuts his symbiote to an invisible wall, which cracks upon impact. Noticing it is weak, Spider-Man delivers one devastating swing kick that defeats the symbiote and shatters the darkness that has clouded his mind, replacing it with light.

BGM End

"AAAAAAAAAHHHH…!" The symbiote screams in pain as it is destroyed by the light.

Peter take off his mask with a smile and looks at the sky saying, "Thanks, Uncle Ben."

"Anytime, kiddo. I'm always here." The massive illusion of Uncle Ben replied to his nephew from within the light.

In the real world…

BGM-Shadow the Hedgehog OST-The Real Truth

What felt like hours passed were simply mere moments in the real world. Everyone notices Spider-Man removing the Black Suit and standing up with a renewed look of determination and hope. 'Spidey! You're okay!' Sonic commented.

'C-Can it be…' Ozpin mutters with a stunned look on his face.

"You rejected its POWER…?" Vulture remarks, both in surprise and amazement that he found the strength to reject the symbiote when others have failed.

Spidey responds calmly, "I don't NEED this power! I KNOW why I am here…I made a promise to my friends and I'm GOING to keep it! Today, I put my past behind me!" He vowed, which made his friends proud for sticking to his ideals and stunning Ozpin with inspiring words.

BGM End

BGM-Spider-Man: Web of Shadows OST-Track 10

Spidey activates the detonation sequence of the Sonic Bomb before swinging away from the building, much to Vulture's shock and disappointment. The device starts glowing, just as Peter lands on a nearby rooftop for a good view of the glowing weapon.

'This is it! Get ready, kid! 'Cause this is gonna hurt you a HELLA lot more than it'll hurt us!' Wolverine warns the webhead.

The Sonic Bomb unleashes a shockwave, causing the Trask Building to glow incredible bright as its reacting to the massive energy being released. Gust of winds start blowing like crazy all across Manhattan, affecting symbiotes everywhere. Spider-Man's was no exception, as his Black Suit manifest as quickly it's being peeled off of Peter's skin, causing him to yell with the worst pain in his life, "AAAAAAAAAAAAAAAAAGGGGGGHHHH….!"

'KEEP STRONG!' Sonic shouted through his earpiece.

'You got this!' Luke encouraged him.

'It's almost over!' Ruby cheered him on.

With encouragement from his friends, Spidey endures the excruciating pain with all of his spectacular strength. The Sonic Bomb finally explodes, causing the Trask Building to unleash a massively powerful shockwave that encompasses all of Manhattan. Suddenly, the Black Suit is purged from Spider-Man's body. And the infected civilians were all completely stripped of their symbiotes, returning the people of New York to normal as the city cheers at their friendly neighborhood hero for saving their lives.

"YO, SPIDEY!"

"THANK YOU, SPIDER-MAN!"
"THANK YOU!"

"SPIDER-MAN! YOU SAVED US!"

'Spider-Man! How are you feeling?' Ozpin asked his former student.

Spidey weakly gets up and looks at his Red Suit, "Like…me. The Black Suit…It's gone. It's over." He replied, spotting SHIELD agents helping the restored citizens of New York.

'Excellent job, webhead.' Shadow congratulates him for saving the city.

Black Widow contacts the webslinger saying, 'Spider-Man. The device appears to have worked. We are-.' Suddenly, the heroes hear an alarm sounding and reacting to a certain source, 'Venom?! Carnage?! Salem?! They're on the Tricarrier! CREW COMPRISMED!'

'They're still alive?!' Qrow reacted in surprise, much to the shock of the other heroes.

'Damn it! Strange, open us a portal! Moon Knight, pick up Spider-Man! We're all going to the Tricarrier and finishing this!' Captain Marvel ordered.

The Moon Copter flies towards Spider-Man's location and hovers near him. 'The situation is dire, Spider-Man! I will transport you to the Tricarrier at once!' Moon Knight proclaimed.

"Thanks. It's a little out of web range." Spidey quipped, ready to have his final showdown against his worst enemies.

BGM End

BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: New York City has been saved and Spider-Man is no longer bonded to the Black Suit! And yet, Salem and her Grimm-Symbiotes still have one last trick up their sleeves. What could it be? And what is the fate of Toxin?

Next Time: The Summoning Ritual! Symbiote World!

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