BGM-Spider-Man Unlimited (Game) OST-Main Title

Sonic: I'm Sonic. Sonic the Hedgehog! Got our first Chaos Emerald from Raven after hijacking an Eggman train for her. Before we left, we used the Eggnet to learn a little more about the Solaris Project. It's based off Project Pegasus, a defunct SHIELD experiment to harness the powers of the eternal sun god, Solaris, and control time. So it's SHIELD's fault that we're in this mess? I'll confront Fury about it later. For now, I need to find the other Emeralds!

BGM End

Issue 9: A Grimm Situation

Manhattan, New Vale City

BGM-Spider-Man: Unlimited OST-Mothership

"I thought I left the dinosaurs back at the Savage Land!" quipped Agent Venom, while swinging away from a rampaging T-Rex. The symbiote soldier swings around the dinosaur and lands on a car. The T-Rex roars, turning around itself and charges at the soldier. Flash creates a large web net between two streetlights, in which the T-Rex tries to charge through but it was too strong and collapses to the ground. "Is that all?" Flash wonders while jumping down the car.

Then out of nowhere he gets tackled to the ground by a dangerous velociraptor, which is ruthlessly trying to bite his head off while Flash does his best to stop that from happening. "That is IT!" He retorts angrily, bursting with symbiote energy that flings the velociraptor near the rest of its pack. Venom taps into his Rage Mode, surrounding himself in a tendril-like black aura. He morphs his arms into blades, glaring sternly and standing patiently while the velociraptors ominously walk around him, "You want to take a bite out of something, try THESE!"

The dinosaurs roars and lunges at the enraged symbiote, who proceeds to stab one with his blade and then viciously decapitate the remaining dinosaurs. Flash sighs, calming himself down as he turns off his Rage Mode, "Aw man. Can't believe I just wiped out the dinosaurs. Again." He quipped before contacting Mockingbird via Bluetooth, "Mockingbird, this is Agent Venom. The dinosaurs in Hell's Kitchen have went extinct. Where to next?" He asks before swinging away.

'Chitauri from the past are causing trouble at the Financial District. Fend them off 'til Doctor Strange arrives to close the Time Rift. And be careful of Spider-Man. He's now aware of your existence. And he won't be too happy with me and SHIELD if he learns the truth.' Mockingbird ordered.

"Acknowledged. I'll keep my distance. Venom out." Flash says, turning off his comms while swinging through the city that's been infested with time anomalies. 'Could things get any worse? First I let Nega get away 'cause I couldn't control the symbiote, which led to this Time Crisis, and now Spider-Man is hunting me down because I'm wearing this stupid thing. Can't say I blame him. This symbiote is a curse, and has caused him so much trouble. And now me. I'm ruining my relationship with Weiss as Flash Thompson. And since she's friends with Spidey, there's a chance I have to FIGHT her as Venom! This sucks. I'll have to keep my distance from BOTH of them, 'til I can fix this mess somehow.' He monologued, berating himself while nearing the Financial District.

BGM End

Meanwhile at Casinopolis…

BGM-Sonic Adventure OST- Dilapidated Way ...for Casinopolis

Time-displaced pirates are making a mess at the casino, stealing all of its money and Rings while civilians are running away from them. Some civilians have been taken hostage by the chuckling pirates, but they were quickly saved by Miles. The young webslinger webstrikes every pirate that he spots, until he strikes a brutish pirate so hard in the stomach that he sends him flying through a massive Sonic statue, which shatters into pieces.

Miles' eyes widen in shock, "Oops! Uh, Sonic won't be too mad that I accidently destroyed his statue?" He said to Peter, who's nearby fighting pirates on his own.

"Doubtful. That statue has always been extremely fragile. They should really stop making it out of rings." Peter quips, kicking a pirate across the face before binding others with webbing. "Hostages are rescued and most of the pirates are down. Let's hurry to the vault and close that Rift!" He says, rushing into the vault and confronting more pirates that are stealing from the golden mountain of rings, where at the top is the Time Rift.

"Arrrgh! It's the Spiders! Kill them so they may not steal me booty!" The pirate captain snarls, pointing his sword and ordering his men to kill the heroes.

"We rather not. When was the last time you washed your booty?" Peter quips, summoning the Chronoblade into his hand and using its power to speed himself up, moving so fast to create the illusion that he's teleporting while easily striking down the pirates one by one. He suddenly appears behind the pirate captain, much to his surprise before getting kicked towards Miles' fist, which knocks him out cold.

With the pirates knocked out, Peter points the Chronoblade at the Time Rift, firing a laser beam to close it before it could summon more trouble. "Another Rift closed. I think I'm getting the hang of this thing." He quips while looking at the ancient blade.

"I didn't notice it before, but these rifts almost look like eyes." Miles noted.

"Then we should keep an EYE for any more of them and close them tight." Peter punned.

Just then, the Spider-Men receive a call from Nick Fury through their comms, 'Spider-Men! A huge Time Rift has been detected at Beacon Academy and is summoning a plethora of Grimm and Artificial Chaos! Head to the Mystic Ruins and help the Huntsmen protect their school!'

"Quick question: What are Artificial Chaos?" Peter asked.

'Cyborg copies of Chaos created by GUN over 50 years ago. They're as dangerous as Grimm so watch your step. They're using Beacon as their battleground against both the Huntsmen and Grimm, and vice versa.' Fury explained.

"Another question: What's a Chaos?" Miles asked, accidently annoying Fury with these constant questions.

"Ancient water god that wiped out the Echidnas. C'mon! Ruby might need our help!" Peter gestures his protégé to follow him out of Casinopolis.

BGM End

Beacon Academy, Mystic Ruins. New Vale City.

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

Over at the Mystic Ruins, Beacon Academy is caught in a war between the Grimm and Artificial Chaos. Most of the Artificial Chaos are referred to as P-1, which resemble large pillars of water, with a grey/white mechanical head shaped like Chaos 0's sitting on top, while others are referred to as P-100, which resemble floating orbs of water. The Artificial Chaos extend their tentacles, impaling several Grimm caught in their sights. Meanwhile, the Grimm go on a destructive rampage and mercilessly decimate any Artificial Chaos they come across.

Both the Artificial Chaos and Grimm are being targeted equally by the school's Huntsmen, who are trying to destroy as many as they can while their school falls apart around them. Veteran Huntress Blake Belladonna uses her blade to slash the head of an Artificial Chaos, landing perfectly on the ground and swiftly changing her sword to a gun to shoot at nearby Artificial Chaos. Near her, Ruby Rose rapidly slashes and kills numerous Grimm in her path with her scythe. Suddenly, the Grimm surround her before lunging at her. Fearlessly, Ruby stands in place and closes her silver eyes, before immediately opening them while unleashing a bright light from the eyes that disintegrates the Grimm.

Ruby chuckles at her victory, cheerfully sharing a thumbs up with Blake. And then suddenly, both Huntresses were each grabbed from behind by an Artificial Chaos P-100. They struggled to break free from their grasp before they were pulled into their watery bodies, attempting to drown them. Thankfully, the Spider-Men arrived and destroy the P-100s, freeing their friends before they drowned.

"Dunno which is worse: Fighting experimental cyborg weapons based on an ancient water god, or fighting creatures of destructions created by an ancient dark god. Decisions, decisions." Peter quipped, announcing his presence to his huntress friends.

"Are you two okay?" Miles asks while helping Ruby to her feet.

Ruby smiles while hugging him, "We are thanks to you."

"Uh, yeah. Save the hugging 'til AFTER we save the school." Miles gently let's go of the hug while blushing behind his mask.

"What's the sitch, BB?" Peter asks Blake.

"It's a three-way war between us, the Grimm, and whatever those water monsters are. The Grimm we can handle, mostly thanks to Ruby's silver eyes. It's those water monsters that we're having trouble with." Blake explained the situation.

"I can handle them. Miles and I will focus on the Artificial Chaos until we can locate the Time Rift and close it." Peter replied.

Blake shrugs, "How exactly?"

"With this." Peter mentally summons the Chronoblade into his hand, much to the faunus' surprise and curiosity.

"So that's the OOPArt Ruby was talking about. What can it do?" Blake asked.

Peter smirks behind his mask, "This." before swinging his blade and releasing a wave of chronal distortion at a mixed crowd of Grimm and Artificial Chaos. Once the distortion wave hit them, they were instantly reduced to ashes as if they were sped up to their extinction.

"Whoa…" Blake remarks in stunned amazement after witnessing the timeless powers of the OOPArt.

"AMAZING!" Ruby comments in excited amazement upon watching the beautiful weapon in action.

"That's what I'm best at." Peter quips while swinging ahead, "Miles, let's move and clean up the Chaos!"

"On it!" Miles swings through the air, and spots several students having trouble against a batch of Artificial Chaos. "I learned from science class that water and electricity don't mix well. Sure the same can be said about my Venom Webs mixing with Artificial Chaos!" He shoots a barrage of electrified webs at groups of Artificial Chaos, easily destroying them and saving the students.

Meanwhile, Peter webstrikes numerous Artificial Chaos in rapid succession until a P-100 divides its watery body into an army of cells. Peter lets go of his webbing and jumps over the P-100 and its numerous cells trying to attack him, while spotting several Grimm up ahead. "Hope you Grimm are thirsty for some Chaos soda!" While in midair, he grabs the P-100 and its cells into one large web ball, then uses his Ultimate Web Throw technique to slam the water cyborg onto the dark creatures.

Peter swiftly lands on the ground until his Spider-Sense warns him of a Death Stalker approaching from behind. He turns around and is about to fight it, until the creature was suddenly crushed by a large chunk of telekinetic debris. Recognizing the telekinesis, he turns around to be calmly approached by Professor Glynda Goodwitch. "Long time no see, Granny Goodwitch. Thanks for the help." He jokingly greets his former professor.

Glynda rolls her unamused eyes to his joke, "Disrespectful as always. Nonetheless, I am glad you are here to help us, Spider-Man. Things have grown chaotic." She said honestly.

"No kidding." Peter shrugged.

"HEY GUYS!" shouted Miles, getting Peter and Glynda's attention while he's desperately holding onto the back of a flying Manticore Grimm. "Where are the brakes on this THIIIIING…?!" He yells as he's about to crash into a building.

Luckily, a black bird was flying near him and mystically transforms into Qrow Branwen, who takes out his sword and decapitate the Manticore before it crashes into the school. Miles screams while falling from the sky, but manages to safely web-zip himself to the ground before Qrow lands next to him. "Thanks, dude." Miles sighed.

"You're welcome, dude." Qrow quips before facing Peter, "Know how we can end this madhouse, Big Web?"

"I need to close the Time Rift. That's where all these Grimm and Chaos are popping out from. It looks like an eye. Have a clue where it is?" Peter asks his uncle-in-law.

Qrow nods, "Yeah, at Beacon Tower. Ozpin and a few other Huntsmen went in to investigate and-."

Qrow was interrupted when the top of the tower suddenly explodes and arises a huge Time Rift floating in the sky. "That's not good." Qrow quips with a worried look.

"The Rift's growing unstable. Gotta close it before it causes the whole school to collapse." Peter remarks, launching a webline to swing towards the tower.

"Wait up!" Miles shouts, following his mentor.

"Find Ozpin! Check if he's okay!" Glynda shouted at the webslingers.

"Isn't he immortal? He'll just reincarnate into a new body." Peter quipped.

BGM End

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

Atop of the ruined tower, Headmaster Ozpin appears to be fighting someone at incredible speeds to the point that both combatants appear as blurs. The two clash swiftly blocking each other's hits, until Ozpin eventually manages to hit his opponent, who is seemingly Cinder Fall wearing an eyepatch over her left eye and has a Grimm Arm for a new left hand.

Cinder is knocked back several feet, halting herself to a stop on her feet by melting the ground beneath her. She summons several glass projectiles before firing them at Ozpin, but he easily smashes them out of the air with superhuman speed. Ozpin quickly rushes her, rapidly hitting her with his cane and landing a powerful blow on her again. However, Cinder uses a mysterious power to halt herself midair, unleashing a great force.

Ozpin slams his cane into the floor, using magic to create a spherical barrier around him. As Cinder fires a powerful fire beam at him, the Beacon Headmaster dashes at her, his barrier protecting him from the attack. Before Ozpin can reach her, the Time Rift floating at the edge of their arena quakes violently, tripping him and Cinder.

"The Rift appears to be unstable." Ozpin notes, taking a little breather.

"Indeed it is. But it won't stop me from killing you a SECOND time." Cinder boasts, creating a fiery scimitar to wield and threateningly point at the headmaster.

"A second time? Either you suffered brain damage since we last met, or you're not the Cinder from this timeline." quips Peter, suddenly zipping into the fray and kicking Cinder away while she was off-guard.

"Spider-Man?" Ozpin was surprised to be rescued by his former student.

"Spider-MEN!" Miles quips as he lands next to Peter, "I'm here too!"

"Spider-Man? What kind of ridiculous creature are you supposed to be?" The Time-Displaced Cinder Fall mocks the web-warrior.

"A very handsome one. Wish I can say the same 'bout you, princess. You LOOK like the Cinder I know, except you're wearing an eyepatch. Are you from the pirate era too?" Peter quipped, immediately getting on this Cinder's nerves.

Cinder snarls angrily at his jokes, "I WAS at Atlas, just as Salem was about to invade the kingdom, until that Rift suddenly dragged me here. Back to a Beacon that I thought I destroyed. But that can be remedied." She launches a large fireball at the spiders and headmaster, but they quickly dodged its explosive range.

"Not in this timeline!" Peter thwips her web bullets at superhuman speeds, forcing her to block with her sword. "Ozpin, get outta here! The two of us will embarrass Cinder before sending her home and closing the rift!" He orders the Beacon Headmaster.

"Be careful! This isn't the same Cinder that we know in this timeline!" Ozpin retorted.

Then, Cinder unleashes a beam of fire through the web bullets and at Peter, who swiftly slides under the beam to interrupt her attack with a backflip kick that also knocks away her blade. "No matter the timeline, all Cinders are hot tempered and have flaming egos." Peter quips while knocking her aside with a quick roundhouse kick, "At least this one doesn't seem to be bonded to a symbiote. THAT'D be terrifying."

"I'll show you something to be terrified." Cinder remarks darkly as her eyes light up, summoning a new fire sword and spins, unleashing an extremely powerful fire shockwave that knocks back the Web Warriors and sends Ozpin flying out of the tower, shattering his Aura in the process.

"OZPIN!" Peter shouted.

"I got 'im!" Miles jumps off the roof, skydiving towards the headmaster. He eventually grabs him and swings him to the ground. "You're alright now." He assures him.

Ozpin nods gratefully, "Thank you. Though I have confident in the older Spider-Man's abilities against a Fall Maiden, I can't say the same for a young man such as yourself."

"I'm young enough to lay the smackdown on Thanos and his Infinity Gauntlet. I'm young enough to beat up whatever a Fall Maiden is." Miles quips coolly, webbing the tower without turning around, "Adios, profe." He says his goodbye to Ozpin before zipping towards Beacon Tower, then runs up it to return to the fight, while a smiling Ozpin watches him scoffing.

Meanwhile, Cinder attempts to attack Peter with a fiery sword dash, but he easily dodges it and nearly slams her with a webstrike, locking his Chronoblade with her blade. "So you're from a timeline where you kept the Fall Maiden's power." Peter quips while nearly being tripped by her ice slide, but swiftly bounces to the air, "I prefer fighting you like this than you with a symbiote. MUCH more manageable." He stuns her with Electric Webbing, then bombards her with a powerful pulse of energy from the sword, temporarily slowing time on her before knocking her away with a zip kick.

"Manageable?!" Cinder retorted furiously. Enraged, she extends her shadow hand to grab Peter by the neck and brutally slam him to the ground, "How DARE a worthless bug like you mock my strength!" She zips forward to ruthlessly stomp on his chest, then bounces upward and hovers in the sky. She charges an extremely powerful fire beam before blasting it down at Peter, who can barely block it with his web shield.

"We can't help it when you're not a challenge!" quipped Miles, suddenly returning to the battle to webstrike Cinder across the face, stopping her fire blast while she lands on the roof to confront the young webslinger.

"A child like you should learn to keep their mouth shut." Cinder calmly mocks, using simple hand gestures to erupt explosions beneath Miles, who was warned by them thanks to his Spider-Sense and easily dodges them.

"They don't call me 'Spider-Child'. They call me 'Spider-MAN'! Or sometimes, the Invisible Spider…" Miles quips while using his spider-camouflage, hoping to catch her off-guard. The plan works as Cinder is trying to glance for his location, only to be brutally assaulted by punches and kicks from the invisible arachnid.

Having enough, Cinder bursts in a vortex of flames that knocks back Miles into the air and forces him out of his camouflage. She unleashes a fire beam at him, but he quickly counters with a Venom Beam. Both powerful blasts collide and struggle against each other for a moment, until Cinder puts in more energy and nearly overpowers him. And she would've, if Peter didn't kick her painfully in the face to interrupt her attack.

"Sorry Cinderella, was I supposed to wait my turn?" Peter quips as Miles lands next to him.

More irritated than ever, Cinder surrounds herself in a flaming aura and would've continued attacking, if a giant flying Grimm Dragon didn't suddenly fly out of the Time Rift to fly around the tower while roaring monstrously, much to the three's surprise. "Oh goody. A Grimm Dragon. Was hoping to be King Kong, then this would be really appropriate." Peter quipped.

Somehow, Cinder is able to influence the Wyvern through her Maiden Powers and commands it to fly towards her in an attempt to swoop the spiders. Instead, they and Cinder jump onto the back of Wyvern to continue their battle as it flies high in the air. Peter fights with the Chronoblade, with Miles fighting with Venom Punches, while Cinder fends both of them off with her fire sword. She briefly knocks down Miles and lunges at Peter, who freezes her in time. He then delivers a flurry of lashes on the time-frozen Cinder before allowing Miles to punch her in the face. After the rush is finished, Cinder is released from the time freeze and instantly receives the hits she took while time froze all at once, then gets knocked backwards from receiving force of the final blow. Immediately after, Peter lunges to impale her to the dragon, but she rolls away in time while allowing the Wyvern to receive the impalement through the head.

The energies from the OOPArt are coursing through the Wyvern and proves too much for it to contain. The gigantic Grimm explodes, causing the Spiders and the Fall Maiden to freefall towards Beacon Tower. "Worst flight EVER!" Peter yelled.

Lucky for Cinder, she can fly as she dashes towards Peter and stabs him through the chest, severely wounding him. "PETE!" Miles shouted. The young hero quickly webstrikes the Maiden away from Peter, who painfully removes the sword from his chest wound.

"That wasn't very nice!" Peter unleashes a powerful beam of energy down on Cinder, slamming her to the ruined roof of the tower while shattering her Aura in the process.

"This…won't stop me…" Cinder retorts, arrogantly and weakly while trying to stand on her two feet.

"So stubborn." Miles quips, tapping her shoulder and uses his Venom Sting to electrocute Cinder, to the point of her yelling in pain until she collapses into unconsciousness.

BGM End

BGM-Sonic Rush OST-Kick the Eggman

"Nighty night, Sleeping Beauty. Miles, take her to bed." Peter told him.

Miles grabs the unconscious Cinder and throws her into the Time Rift, "Goodnight. Have sweet dreams!" He jokingly waves, while Peter closes the Rift with the OOPArt. And with the Time Rift closed, the Grimm and Artificial Chaos have lost their endless supply of reinforcements. The Huntsmen work together to clear out the Artificial Chaos, while Ruby alone unleashes a big burst of power from her Silver Eyes to eradicate the remaining Grimm in the area.

BGM End

BGM-Sonic Rush OST-Theme of After the Fight

The Web Warriors drop down from the tower and approach the likes of Ruby, Blake, Ozpin, Glynda, and Qrow. Ozpin smiles at the heroes of the day, "Good job both of you. I was mistaken earlier. Young or old, you two are equally capable Spider-Men. We wouldn't have closed that Rift without you."

"Now I can hug you!" Ruby tackles Miles with a hug, "You were awesome up there beating Cinder and the Wyvern! Beating both of them at the same time isn't an easy feat." She congratulates the young webslinger.

Miles chuckles, "No it wasn't. Nearly thought I was gonna die."

"I say…" Suddenly, Doctor Bartholomew Oobleck approaches the group, "Once again, Beacon Academy narrowly avoids complete and total annihilation."

"Thanks to Spider-Man and his Amazing Chronoblade!" Peter quips, dramatically raising the OOPArt to the air.

Upon noticing the OOPArt, Oobleck gasps loudly before instantly approaching the webslinger at incredible speeds, "The Legendary Sword of Chronoa?! One of the greatest weapons in Chronoan legend?! Only the greatest of warriors can properly wield such a weapon! A weapon claimed to be a convergence of magic and science that could doom the entire space-time continuum! You, Spider-Man, have come to possess it?!" He said very rapidly to the confused webslinger.

"…Yeah." Peter shrugs casually.

"This is TRULY a historical find." Oobleck responded.

"You seem very interested in the Chronoans." Peter sassed.

"I am a History professor, AND a doctor. Of course I have been interested in their civilization ever since I first caught wind of their claimed existence, and have spent the last few years researching them during my vacations." Oobleck retorted.

"What can you tell us about them, teach, 'cause Eggman Nega seemed REALLY interested in them and the OOPArt?" Miles asked the Huntsmen doctor.

"Refer to me as DOC, and yes, I am happy to tell you what I know." Oobleck replied.

"Make it quick. We have a city to save. Just tell us about the Flames of Disaster." Peter quipped.

BGM End

BGM-Sonic Adventure OST-Theme of Tikal

Oobleck adjusts his glasses, "In legend it was foretold that Solaris' wrath, the Flames of Disaster, were destined to one day awaken. Solaris is the name of Chronoa's Eternal Sun God, and claims to possess the power to control time itself. The Time Rifts that are plaguing our great city greatly resemble the 'Eyes of Solaris', said to be the signs of the Flames' reawakening."

"Which sounds like a possibility with Nega after it." Peter commented.

"Even if it does reawaken, it can be stopped, right?" Ruby asks the doctor.

"As far as I'm aware, it's impossible." Oobleck answers, much to everyone's shock, "Once fully manifested, the Flames will take form of a demonic beast of destruction described as Iblis. It will completely devastate the world, as it nearly had over 5000 years ago, during the Great War between the Chronoans and En Sabah Nur. The Flames were too powerful, too destructive, that it nearly ended both Apocalypse and the Chronoans that worshipped the Sun God. In a final desperate attempt, the remaining Chronoans sealed away their god in a Vessel and hid it to prevent it from destroy the world."

"What…happened to the surviving Chronoans after the war?" Blake asked worriedly

Oobleck shakes his head and somberly stares down at the ground, "It is unclear of what happened before they went extinct. Some legends claim they forsook their kingdom and scattered across the Earth, while others claim they conquered all of the peoples and ruled the Earth from their kingdom beyond time. All I know is that Iblis will reawaken, whether we like it or not."

"Well I don't like it, and I'll make sure the firecracker doesn't wake up. We just need to find and protect its Vessel, right?" Peter quipped.

"The Sol Vessel, and yes, we might be able to prevent the prophecy IF we can locate it." Oobleck replied.

"You're an old man, Oz. You should have an idea where it is." Qrow asks the headmaster.

"Unfortunately, I do not. I am not too familiar with the Chronoans." Ozpin answered, having no idea where is the Sol Vessel.

"But Eggman Nega seems well versed in their ancient culture, meaning we need to stop him before he finds the Vessel. And I bet good money Venom will lead me to him. He was there when I first fought Nega." Peter replied.

"Venom's alive? But I thought it was reborn as Anti-Venom." Goodwitch remarked.

"The original symbiote must've survived the invasion and bonded with someone else." Peter believed.

"What makes you sure Venom is working with Nega?" Ruby asks him.

"Wouldn't be the first time a Venom was working with an Eggman." Peter reminisces his adventures on the Lost Hex, when Anti-Venom was tricked into serving Eggman, "And if not, I gotta stop him before he becomes a major threat again and save the poor guy that he's using as a host." He declares, still completely oblivious that Flash Thompson is the new Venom that's trying to be a good guy.

BGM End

BGM-Sonic Adventure 2 OST-2-Player Select

KFX Here: More lore about the Chronoa, and now Peter is determined to find and stop Agent Venom. We're at the halfway point of this story, and things are about to get intense.

D.N. Works: Don't expect Rough and Tumble staying long with the Branwen Tribe. Those two will somehow get themselves kicked out, or left to get arrested.

Question of the Chapter: Do any of you listen to my chosen music to better immerse yourself in the story?

Next Time: Alien infestation! The Brood and the Beast!

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

BGM End