Issue 2: The Night to Relive a Nightmare

BGM-Sonic Generations OST-Hub (Chemical Plant)

"WOOHOOO! I am loving this!" Spider-Man shouted. The spectacular wall-crawler is having a wonderful time driving his new Spider-Buggy on the side of a building in this lifeless Manhattan as he and Sonic travel through Harlem to the George Washington Bridge.

"Still looks a little lame compared to the Speed Star." Sonic playfully mocked, grinning as he compares the Spider-Mobile to his own personal car.

"Oh yeah?" Spidey raised an eyebrow. He presses a button on the controls that transforms his buggy into a more modern, high-tech car (The transformed Spider-Mobile shares the same design as the one from "The Amazing Spider-Man Vol 4" comics). He presses another button to perform a boost on the wall and jumps over Sonic, riding ahead of him.

"Not bad, not bad." Sonic commented.

"I don't know what Weiss was talkin' about. Who needs a license when you're riding this baby with a Spider-Sense? This's a breeze." Spidey asked.

"It's not like there's any traffic to worry about." Sonic said while passing inactive cars because of this white space they are in. "So what do you think it's going on? What was the deal with those portals that sent us to those familiar worlds?" He asked Peter, still wondering what was the deal with those time holes.

"Maybe something happened to the space-time continuum? I'm more concerned about that "giant monster" that sent us all here. I don't know why, but that thing gave me a "Galactus" feel. Have you encountered something like that before?" Spidey asked the hedgehog.

"I've fought all sorts of crazy monsters, but nothing like that thing." Sonic replied, having no clue what that creature was either.

BGM End

The marvelous Dynamic Duo make a brake when they arrived at the colorless George Washington Bridge. Like everywhere else in this world, it's void of life. All the people here has had the life sucked out of them and remain as white statues. "We're here." Spidey said, parking the Spider-Mobile. He jumps out and walks with Sonic to find the next time portal. When they did, they come across statues of Mary Jane Watson and Amy Rose.

"It's Amy and MJ. They're just like the others." Sonic noticed.

"If we're going to save them, we have to go through that portal," Spidey points to the portal that leads to some "chemical plant", "Whatever we did last time fixed Central Park and its inhabitants. Let's hope we could do the same thing here."

"Here we go!" Sonic said with a smile as he jumps through the portal. The second Spider-Man followed him, the portal closes. Seconds later, another portal opens up that seems to lead to a sparkling casino city filled with pinball machines.

Classic Sonic runs to the George Washington Bridge just in time to find that "casino night" portal. "That place looks familiar. Didn't I visit that casino not long ago?" Classic Sonic asked himself. "Should probably check it out. Beats running around this dead zone forever." He runs into the portal, just as Spider-Man 2099 lands in front of it.

"I found it. A distortion in space-time. Whatever that creature was, it's causing rifts into different time periods. Gotta see if I could fix this, before this goes from bad to worse." Miguel said and jumps through the portal into Casino Night Zone.


Chemical Plant Zone

BGM-Sonic Generations OST-Chemical Plant (Modern)

In this poisonous chemical factory, Modern Sonic runs on large up-and-down lamps at the speed of sound, all with Spider-Man Prime doing his best to keep up from the air. "Whoa. Check out this place." Sonic commented on the area while boosting through Crawl badniks.

"It looks like we're in some "chemical plant"." Spidey commented, swinging high in the air.

"Chemical Plant? Sounds oddly fitting." Sonic said, getting a distinct feeling he's been here, just like with Green Hill from before. The two daredevilish heroes do some grind railing over the toxic massive factory and run inside a small building with the spider-shaped Grabber badniks.

"Are you guys last-years' "Spider-Slayers"? Smythe is losing his touch." Spidey joked while destroying the Grabbers with his Repulsor webbing.

Sonic's eyes widen in fear when approaching a pool of pink water. With his speed, he easily runs above it so he won't have to deal with an underwater adventure. "Eek. What worse than regular water? Pink water." He said, looking disgusted and a bit scared.

"I think that stuff's Alkaline Phenolphthalein." The genius superhero said.

"Do you always have to be a nerd?" Sonic teased.

"Someone's got to educate you. I don't think you ever went to school." Spidey quipped.

"Who needs school? I'm already a master in physics." Sonic quipped.

"A master in breaking it." Spidey joked.

They both fly into a large water slide, screaming joyfully as they hop out to another building and free-fall down to the lower levels, avoiding blue centipede-looking chemicals on the way down. "With just the two of us, I'm kinda reminded of my early adventures with Tails." Sonic said to Pete as they continue exploring.

"Are you indirectly calling me your sidekick?" Spidey quipped.

"The two of us had a lot of adventures back when we were kids. Worked together with the Freedom Fighters and stopped a lot of Eggman's plans for as long as I remembered." Sonic said, reminiscing his parts of his past.

"Can't believe you were fighting since you were kids. It wasn't until I was 15 when I putted on the mask and fought all sorts of weird, crazy stuff." Spidey said while fighting more badniks.

"Back then, I only had to deal with giant robots. It was until I was around your age when I started fighting gods, aliens, mutants, you name it." Sonic said during a homing attack chain on Grabber badniks.

"We live very wild lives." Spidey said.

"That's what makes us unique. You're never too young to save the world." Sonic smiled.

"Uh-huh." Peter agreed with his statement. They continue wrecking through the Chemical Plant and destroy anything that shoots them. Sonic hops off a few springs and grabs a construction-looking zip line to drop down a grind rail, watching with the web-swinging hero as the whole Chemical Plant starts to explode.

"This place is collapsing! What did we DO?!" Spider-Man asked.

"It's exploding from all our awesomeness," Sonic quipped, "C'mon! Let's go find a portal!" He grins as they continue running through the exploding chemical plant.

BGM End


Casino Night Zone

BGM-Sonic Generations 3ds OST-Casino Night (Classic)

"Well this place is a little, uh…" Spider-Man 2099 hangs on a wall while staring aimlessly of the brightly-lit Casino Night. "Bright." He finished his sentence. "Don't have anything like this in my time, as far as I know," He said before shooting out a web and begins web-swinging through the zone. "Okay. Gotta focus. Need to find the source of all these time distortions and figure out how to fix it. I doubt gambling will do me much good." He swings over a pinball area, where he barely avoids getting hit by a spinning blue ball. "What was that?!" He asked as he lands on a wall. He looks ahead to see the ball roll out as a small, humanoid blue hedgehog and begins running at incredible speeds. "Who was that? A hedgehog? Wait. He looked familiar." Miguel said as he believes he met that hedgehog before. He jumps up and swings over to try and catch up with the hedgehog. "HEY! HOLD UP!" He shouted, getting the hedgehog's attention.

"Hm?" The young hedgehog stops and turns around to see Miguel landing in front of him. "Didn't think I run into someone else here besides Badniks." He said to him.

"My name is Spider-Man. I'm not exactly from here." Spider-Man 2099 introduced himself.

"I can tell. Who swings around in tights like that?" Classic Sonic made fun of Miguel's costume.

"These "tights" are way more advanced than anything you'll ever see." Miguel replied, taking some offense to his teasing.

Classic Sonic pulls out his hand for a handshake. "The name's Sonic. Sonic the Hedgehog." He introduced himself while they shake hands.

"Yeah. I think I remember you. Your friends with Silver, right? You were there when we stopped the Green Goblin from destroying reality?" Miguel asked the confused hedgehog.

"Silver? Green Goblin? You lost me, dude." Classic Sonic replied.

"I figured as much. You must be a "younger" version of Sonic then. Stolen from the past." Miguel said.

"Now you REALLY lost me." Classic Sonic scratches his confused head.

"Sorry. So how did you wind up here?" Miguel asked the hedgehog more questions.

"I found this portal that led me here after getting captured by that weird, ghost monster thing." Classic Sonic answered.

"Same here. We need to fix whatever's going on here. I might need your help for this." Miguel said, thinking he'll need Sonic's help to fix this madness.

"Sure. I'm all for it." Classic Sonic winked, giving a thumbs-up.

BGM End

From their position, the two time-displaced heroes hear the sounds of laser fire coming from afar. "Did you hear that? Sounds like there's a fight." Classic Sonic noticed.

"Let's go check it out!" Miguel said as they race over to the source of the fighting.

BGM-Spider-Man: Edge of Time OST-Fighting Enemies

Somewhere in Casino Night, a pale skinned young eight-year-old girl is being attacked. She has pale blue eyes and short, neat white hair, wearing a pale blue dress. The scared little child stands behind a brave young, two-tailed fox while surrounded by a dozen futuristic-looking, humanoid robots.

"Stand behind me! I'll protect you!" The young-sounding orange fox instructed the little girl, who slowly nods in agreement. The brave fox charges at a robot with a spin attack but was deflected to the ground in pain. While the fox rubs his head, the robot takes aim and is ready to kill him.

"Lay off the fox, bub!" Classic Sonic leaps in and destroys the robot before it could injure his friend.

"Ah! Sonic!" The fox said, happy to see his best friend come to his rescue.

"Hi Tails! When did you catch up?" Classic Sonic asked him, mistaking this Tails with the older one he recently met.

"Huh? I've been here the entire time." Classic Tails replied with a confused look.

The young girl from before is watching the young Mobians fighting off the androids, unaware one of them is behind her and ready to fire. Before it could take its shot, the Spider-Man from 2099 stomps it into pieces, grabbing the young girl's attention. "Alchemax robots?! What are they doing in this time period?!" Miguel asked after recognizing the robots from his future. He web yanks a lone bot to his knee, then uses his retractable talons to slice up a few more. He quickly grabs hold of the little girl before another robot could kill her. "Hang on tight." He instructed the white-haired child. He jumps and web slams down on a group of the corrupt machines. He webs up two robots and yanks them together to their destruction. When he senses an android about to take fire on him, he creates a clone, a high-tech Accelerated Decoy in combination with his natural speed and the advanced technology of his suit, to fool the enemy into attacking the clone instead, leaving it wide open for the real deal to kick its head right off its body.

The young Mobian heroes are almost done with their batch of evil robots. Classic Sonic spin dashes a good few of them while Classic Tails attacks a couple with his tails. The young fox flies into the air, grabbing Sonic and throws him down to destroy the remaining robots for good.

BGM End

"Think that's all of them. What kind of Badniks were those?" Classic Sonic asked.

"They're not "Badniks". They're highly advanced robot sentries created by Alchemax." Miguel answered while putting the young girl down to her feet.

"Alchemax?" Classic Tails questioned what that is.

"An evil, corrupt organization that rules my future. They've been causing me all sorts of shockin' problems." Miguel answered.

"You come from the future? That's awesome." Classic Sonic said.

"Um, hello?" The white-haired child starts talking to get everyone's attention. "Can someone please tell me what's going on? Like, where am I? Who are you people? And what the heck are you two supposed to be," She points to Sonic and Tails, "Are you Faunus, 'cause I don't like Faunus."

"A faunus? I don't know what you're talking about. I'm a hedgehog." Classic Sonic answered.

"So you're a "hedgehog faunus"?" The young girl asked.

"Nooo. I'm a hedge-hog."

"You are a very weird looking faunus." The young girl crossed her arms, annoying Sonic.

"What's your name, kid?" Miguel kneels down to the neatly-dressed child.

"Weiss Schnee." She answered.

"That sounds familiar." Miguel muttered. "How did you get here?"

"I don't know. I was in my house when a big bright light came, and then I was here." Kid Weiss explained.

"I found her crying all alone and offered to protect her when those robots showed up." Classic Tails told his piece of the story.

"It's all because of that creature. It's messing with time and space." Miguel said.

"We need to find that thing and put a stop to it," Classic Sonic said, punching his fists together, "Ready to go, Tails?" He asked his buddy.

"I'm with you all the way, Sonic." Classic Tails happily fist-bumped the air.

"Weiss. Stick with us for now. We'll get you home." Miguel said to the young heiress.

"Okay." She nodded and joins her new friends on their journey to fix time and space.


Back at Chemical Plant…

BGM-Sonic Generations OST-Cutscene 3

Modern Tails is carrying Kid Ruby above the destroyed Chemical Plant, looking for Modern Sonic and Spider-Man Prime. "I see them!" Kid Ruby spots their heroes about to enter a time portal.

"Sonic! Spidey!" Tails waved, grabbing the heroes' attention before they entered the portal.

"Tails! Ruby!" Sonic said as they landed.

"Why did you bring Ruby?" Spider-Man asked his fox friend, worried for the girl's safety.

"She wanted to come when I went looking for you guys." Tails answered.

"Did you find my sister yet?" Kid Ruby asked Peter.

"Not yet, but we'll find her. Hopefully that portal will lead us somewhere." Spidey said, looking at the time portal to a familiar bridge.

"Y'know, this Chemical Plant feels familiar. I'd never forget a smell like this!" Tails said, walking up a bit to get a closer look at the pink waterfall, "And that pink water makes me really nervous for some reason."

"You're right, Tails. This place been giving me déjà vu all over again!" Sonic agreed with Tails as he's been thinking he's been in this place before, probably when he was younger. "Let's head into that portal and see what else we could find."

"Can we come?" An excited Kid Ruby asked.

"Sorry, kid. You'll have to wait outside with Tails. Stay there until we get back, okay?" Spidey asked the little hooded girl.

"If you say so…" Kid Ruby replied, a little sadden she can't be a part of this huge adventure.

"Cheer up, Ruby. You'll have some fun later on. We'll find your sister before you know it." Spidey smiled.

Kid Ruby looks up at him, nodding and smiling, "Okay!"

"Atta girl." Peter ruffles her head like he does the older Ruby. She enjoys it judging from her cute giggle and then waves good-bye to him and Sonic as they walk into the next time portal.

BGM End


Manhattan, New York City (3 years ago at the George Washington Bridge)

The costumed hero and his hedgehog friend hop down on a seemingly restored George Washington Bridge set in the past. "We're back on the bridge, in color." Sonic noticed, as well as noticing Spidey's looking a little "out of it" the moment they arrived, "Spidey, you okay? You don't look so hot."

"I'm okay. My stomach just turned." Peter replied, having a weird, bad feeling that he's been in this situation before and can't shake that feeling away, especially when he hears a familiar, maniacal cackle.

"SPIDER-MAN! Or should I say, Mister Parker?"

The dimensional duo turns and look up and is surprised to see man dressed in a green goblin costume, holding a bag of pumpkin bombs." Wha-Green Goblin?!" Spidey exclaimed to see his arch-nemesis.

"Wasn't he a lot more "ugly" and "Hulkish" last time I saw him?" Sonic asked as he's more familiar with Goblin's mutated demon-looking form that throws fireballs.

"What are you doing here, Osborn?!" Spider-Man asked the laughing madman.

"I have your woman up here, my friend. I trust you understand what that means?" Goblin asked.

"Woman…" Spidey ponders for a bit before horrifyingly realize who he's talking about, "Wait! You mean…?!"

BGM-Spider-Man: Edge of Time OST-Race Against Time

"That's right! It's quite simple, web-spinner. Your presence in this world has been a source of constant agony to me. I wish you to leave it. Permanently. Or else…Gwen Stacy DIES!" Goblin then manically laughs, showing the heroes an unconscious blond teenager in a green jacket.

"Gwen…" Peter said, completely wide-eyed, shocked and confused to see his first girlfriend, his one true love, alive again. This time not a clone. "That's impossible. But she's…she's dead." The web-slinger instantly puts on a serious face as he and Sonic make their way towards Osborn. "I don't know what's going on, but if I've been given a second chance to save her, I'll use it. This time I'll save Gwen and put a stop to you, Goblin!"

"We'll see about that!" Goblin ominously said as his body is surrounded by a dark purple aura and glowing red eyes. The mad villain hops on his glider and starts flying towards the heroes, taking out two dark-powered pumpkin bombs and throws them at the heroes, who barely dodged them.

"It's that same dark power that took over the Vultures! What's going on?" Sonic asked.

"Who cares?! The only thing that matters is saving Gwen! We have to get her out of there! Got it?!" Spidey asked him, sounding unusually serious and a little angry.

"Okay..." Sonic replied, a bit shocked to see this side of Peter before.

Before the heroes could make any progress, they were pelleted by energy shock grenades that almost blown them off the big cables of the bridge. Another maniacal laughter fills the air as a man dressed in green, wearing a purple demonic-looking mask and purple wings to fly hovers beside the Green Goblin, all while holding another blond hostage, though this one looks to be eight-years-old and wears brown rags.

"Another Goblin? Who's this guy?" Spidey asked.

"Huh? Where did you come from?" Goblin Prime asked this "future-looking" Goblin.

"That's not important," Goblin 2099 answered with a malicious smile, "Thought I drop by and have a little fun. I even brought my own blond hostage as a gift." He shows his predecessor the blond child, someone Peter and Sonic shockingly know.

"YANG?!" The heroes exclaimed.

"Let! Me! Go!" Kid Yang struggled to break free from the future Goblin's clutches.

"Feisty one, isn't she? Okay." Goblin 2099 throws Yang next to the unconscious Gwen.

"Stop playing with other people's lives, you creeps!" Spidey shouted as the heroes leap towards the Goblins.

"But it's so fun hurting the innocents and driving you mad!" Goblin 2099 laughs maniacally as he too powers up with a dark aura. He throws dark energy spheres they could barely avoid, then when they got closer, he surrounds himself with a dark hazardous aura that shocks them whole.

"Ohohoho! Not bad. You're my type of Goblin," Goblin Prime smiled, "Shall we rid of them together?"

"It would be my pleasure." Goblin 2099 smiled, working with his counterpart and fight the heroes head-to-head.

Sonic runs the cables as he avoids the onslaught of dark energy grenades from the laughing Goblin 2099. "You can't run away forever, street rat!" He taunted. The winged goblin throws another grenade at Sonic, only for him to stop for a moment and kick the grenade right back at him, stunning him for a bit.

"Sorry. What did you say, buddy? Too busy kicking your butt." Sonic quipped while delivering him multiple homing attacks.

Meanwhile, Spidey swings away from his Goblin's pumpkin bombs. "Fool! Your end is near! Why don't you see that?" Osborn asked while throwing more pumpkin bombs.

"Because I don't give up!" Spidey vaults over to Osborn's back and sticks himself to his glider. "I know your every move. I'm different from before, Osborn!" The serious wall-crawler begins punching Osborn left and right, "I'm stronger. Faster. I have new powers "you" had a hand in helping me unlock." He unsheathes his stingers, the stingers he gained after bonding with The Other. He stabs Osborn with them, paralyzing him for a furious uppercut to the jaw, sending him flying off his glider.

"You may know his moves, but not mine!" Goblin 2099 uses his suit to turn invisible, distracting Sonic so he could swat him away, then flies towards Spider-Man, giving him a frightening kick, pinning him to a cable line. "You're definitely different from the Spider-Man that I tangle with." He said with a creepy smile.

"Who are you talking about?" Spider-Man asked.

"It doesn't matter, considering you'll be dead." Goblin 2099 menacingly said, ready to beat down on Peter if Sonic didn't come in and save him, kicking future Goblin aside.

"I'll handle him! Go save Gwen and Yang!" Sonic told Peter.

Spidey wastes no time and leaps to the top of the bridge where Gwen and Kid Yang are on. "Are you okay?" Spidey asked the child version of his current girlfriend.

"Yeah, but I don't know about her!" Kid Yang points to the unconscious Gwen.

"She's just in a state of shock! I'll get you two to a safe place and-!"

BGM End

BGM-Spider-Man: Edge of Time OST-Saving Mary Jane

"Not today, you cursed interloper," Green Goblin Prime shouted, having recovered from Spider-Man's fierce attack thanks to his mysterious dark upgrade and quickly flies to him, "You'll never take those girls ANYWHERE! They're doomed, do you hear me?" And in a familiar fashion that horrifies Peter to the core, Goblin knocks both Gwen and Yang off the bridge to their doom, "DOOMED! AND SO ARE YOU!"

"GWEN! YANG! NOOOOOO!" Peter yelled.

"HEEELLLLLLP! AAAAAAAAAGH!" Kid Yang yelled for her life, a yell that frightens Spider-Man to the bone as he relives the exact moment when Gwen Stacy died, now with a young Yang in the mix.

"NO! NOT THIS TIME…" A frightened Spider-Man leaps off, "NOT THIS TIIIIIIIIIMMME!" He starts sky-diving to both girls before they fall to their death. With some impressive web zipping, Peter miraculously was able to grab a hold of Yang but still sees he's far away from Gwen. He sticks to the wall of the bridge, and with no other choice, shoots a speeding webline on Gwen. "Gotta shoot it straighter this time! I've practiced this a thousand times! I can save her! I can save her! I WON'T FAIL AGAIN!" He shouted. He sees his webbing slowly catching up with Gwen, "I'm almost there! I'm almost there!"

While all of this is happening, Sonic is having trouble taking on this dark-empowered Goblin from the future. This Goblin lets out a small chuckle when he sees Gwen falling to her death, but it looks like Peter's webline is close enough to save her. The future Goblin doesn't want this key moment to change, so with a maniacal smile, he was able to dodge Sonic's homing attack and grab him, throwing him at the distracted Spider-Man. Sonic accidentally disrupts Peter's focus just as his webbing grab ahold of Gwen's leg, causing her neck to snap.

BGM End

"Sorry 'bout that! Did you do it?" Sonic asked Peter as three of them meet up on top of the bridge.

"I DID IT! I DID IT!" Peter shouted happily, completely ignorant of the neck snapping.

"Yeah!" Kid Yang fist-pumped.

"Awesome!" Sonic said happily.

"Haha! Spider-powers, I love you," Spidey said as he reels in Gwen's motionless body back up top, "Not only am I the most dashing hero on two legs, I'm easily the most versatile," He says as he brings up Gwen's body towards him, "Who else could save his two girlfriends from certain death?"

"Wait, what?" A confused Kid Yang casually broke the mood, with a sighing Sonic face-palming.

"Wait. Oh no…"

"Huh? Peter?" Sonic and Yang turns to Peter, who's checking Gwen's body and makes a horrifying re-discovery.

"NO! Oh no, no, no, no…" A crying Peter said in deep disbelief as he cuddles onto Gwen's lifeless body.

"Peter…" Sonic stares somberly at his distraught friend, having no idea how to comfort him in this state, with the young Yang looking down in sadness.

"No! How can she be dead again?! I saved her this time…I saved her…Why…" Peter is now totally lost in sadness, failing to save the woman he loved once again as if it's fate she must die exactly like last time.

"AAAHAHAHAHA!" The sounds of two laughing Goblins gain the extremely angered attention of the heroes.

"Sorry, webby! That's one you can NEVER change, no matter how hard you try!" Goblin 2099 taunted the web-slinger.

"Romantic idiot! Maybe she was dead before the fall, or maybe it was YOU who killed her. But that doesn't change the fact she's DEAD, and it's all your fault! AHAHAHAHAHA!" Goblin Prime laughingly taunts the webhead of his failure to save Gwen again.

Sonic growls as he raises an angry fist at the malicious Goblins, "You monsters…"

Meanwhile, Spider-Man is barely able to contain the rage within his soul, shaking in anger, "Osborn…Goblin…Ruthless…Heartless..." Instantly, his eyes turn a glow a menacing red and blue as he slowly channels his double Great Weaver/The Other aura. "I'm going to…make you… suffer…" The double red and blue aura emanating from his body slowly turns into a raging violet, coating his entire costume with purple flames flickering all around.

"Whoa. Is that his Aura?" The young Yang asked with eyes widen.

"Uh oh. This isn't good." Sonic muttered, recognizing the form Peter's taking is his Aura Arachnid Mode.

"YOU'LL PAY, OSBORN! I'M GONNA MAKE YOU PAAAY! YOU'RE GOING TO DIE!" Aura Arachnid Spidey roared furiously at the two Goblins, who are both shocked at his transformation.

"What?! How is he doing that?!" Goblin Prime asked, surprised.

Like a speeding bullet that no one could keep track of, Spider-Man lunges at Goblin 2099, and with a single punch with an aura fist, sends the future murderer straight flying through the bridge for miles, instantly knocking him out when he hits the ground in excoriating pain. The Aura Arachnid swiftly moves towards his number one arch nemesis, cupping his hands together and pounds Osborn's head, slamming him straight down to the abandoned cars below. Spidey lands on the ground, growling like an enraged beast, staring at a bleeding Osborn who slowly stands up from the wreckage, laughing.

"Are you…w-wise enough…to finish…" Osborn smiled.

Without uttering a word, Peter keeps on punching, and punching, and punching Osborn and it doesn't seem like he's letting up anytime soon even when there's blood on his hands from every punch he makes, and would've killed Osborn if someone didn't stop him.

"PETER! STOP!"

Peter turns around to see Sonic and Kid Yang standing behind him. "He keeps 'hurting' people! Killing people! People DIE because I let this bastard stay alive," Peter said, full of rage in his voice, "He took the woman I loved! He stole my DNA! Turned himself into that immortal, mutated monster, that almost destroyed reality! No matter how much stronger I get, I still make the same mistakes! It's too much! I can't…I can't…"

"If you kill him, you'll turn out EXACTLY like him. That isn't you. I know it. We can't save everyone, Pete." Sonic said calmly and mature.

"How do you know who I am? You haven't 'suffered' the way I have." Spidey asked the hedgehog.

"Because I'm your friend." Sonic simply answered.

Spidey lets out a small, surprised gasp as tears slowly come out of his eyes. He falls on his knees and turns off his Aura Arachnid form. It was at that moment a semi-conscious Osborn smiles as he takes out a small device. He presses a button and commands his remote-controlled glider to unsheathe a sharp blade from its mouth and fly at the unsuspecting heroes. Peter's Spider-Sense tingles to this familiar danger heading towards Sonic and Yang, "WATCH OUT!" With his spider speed, he was able to get himself and his friends to duck under the glider, allowing it to fly into Osborn's chest instead, killing him as he drops on the ground motionless.

"Did he just…" Sonic's eyes are widen from Osborn's accidental death.

Peter slowly nods, "Yeah…And just like before, I feel empty."

Another golden Time Key mysteriously pops up before Peter. "Another key. Where are they coming from?" Sonic asked. Peter doesn't even answer. He simply walks into the portal that suddenly appeared, with Sonic and Kid Yang following behind him.


White Space Manhattan

The three heroes return back to the colorless George Washington Bridge in this white void. "Guys!" Tails and Kid Ruby stand by the parked Spider-Mobile, waving at their friends to get their attention.

"RUBY!" Kid Yang exclaimed, happy to see her little sister is okay.

"YANG!" Kid Ruby exclaimed. The two sisters run up to each other and embrace, happy to be reunited again. "I've missed you so much!" Kid Ruby cried with tears.

"It's okay! It's okay! I will NEVER leave your side again!" Kid Yang assured her.

Sonic and Tails smile to see the sisters reunited, but Peter is still too depressed from reliving Gwen's death to even look at them. Then the whole George Washington Bridge area is restoring itself to its normal color, bringing the people over there back to life, as well as Mary Jane and Amy. They both realize they are free and get all happy with one another.

"Peter!" MJ shouted, happy to see her best friend again.

"MJ, you're okay." Peter spoke as he and MJ hug each other.

"You saved me, Sonic! I was afraid I'd never be able to flirt with you again." Amy said to her self-proclaimed boyfriend. Sonic groans as he turns around to facepalm and shake his head.

The kiddy Xiao Long-Rose sisters walk up to Mary Jane and Amy, both who are equally surprised to see their friends seemingly reverted back to children. "Is that Ruby and Yang?" Amy asked.

"Hello." Kid Ruby smiles.

"Sup." Kid Yang waves with a smile on her face.

"Uh, what happened to them, exactly?" MJ asked Peter.

"We're…not really sure yet." Spidey said, trying not to sound too depressed, but MJ was smart enough to hear the sadness in his voice.

"Peter, are you okay? You sound depressed." MJ asked.

"I-It's nothing." Peter lied, shying away from her.

MJ walks up and touches his left hand. "Peter…what's wrong? You can tell me." MJ calmly asked.

"I-It's Gwen…I…failed to save her again…" Spidey finally spoke, somberly though.

"Gwen…But, how?" MJ asked.

"We're…still not exactly sure what's going on." Sonic said, feeling guilty about Gwen's death too.

"It's like I was given a second chance to save her, yet I still botched it," Spidey said, "All my skills. All the new powers I've gained. It didn't do anything. It's like I'm…fated to always make the same mistake. Always be a failure." He lowers his head, staring at the ground in shame.

"But…you're not a failure." Kid Ruby spoke up to get Peter's minor attention. "You saved me, and Yang. You saved us, the people at the park and this bridge. You're a hero!"

"We don't really know what's going on, but we do know you're the only one who can make things right." Kid Yang said to encouraged Peter not to give up right now.

"Listen to them, Pete. This's no time to be stuck in the past," MJ says to him, "Right now, EVERYONE in New York is in trouble, and it's up to you to save them."

"Look. I'm sorry about Gwen. I wished I could've done something to save her," Sonic said to Peter. He then smiles, "So, how 'bout in her memory, we save the people of New York. Got it? She would want that."

"Hmph." Peter smiles behind his mask. "Yeah. She would. Thanks, you guys. I don't know what I do without you there for me." He said, causing his friends to smile. The amazing webhead then kneels down in front of the kiddy sisters and hugs them, "Thanks kids for believing in me. I promise I won't falter again. I'll do everything to protect you."

"You will?" Kid Ruby asked.

"Course. I'm your big brother after all." Peter said.

"We don't have a brother." Kid Yang remarked.

"I'm not exactly your brother, but I do care for you as family." Peter smiled.

"That's awesome! I have a superhero as a big brother!" Kid Ruby cheered happily, making Peter laugh.

"We should keep moving. I'm detecting another portal not far from here." Tails told the team.

"Right. Amy. MJ. Stay here and protect this area." Sonic instructed the girls.

"You can count on us. Go stop whatever that brought us here." Amy replied.

"We'll have to find it first." Sonic said.

"Hopefully this next area will tell us something." Spidey said.

Tails hops on the driver's seat of the Spider-Mobile, with Ruby and Yang sitting in the back and Sonic and Spidey standing outside ready to go out. "Good luck, you guys!" MJ shouted, waving with Amy as the heroes leave to their next destination.


BGM-Sonic Mega Collection OST-Intro Theme

Sonic: I'm Sonic. Sonic the Hedgehog. I think we're back on Angel Island. And is that the Death Egg in the distance? This place is definitely ringing a few bells.

Spider-Man: And where's this? An underwater base? Didn't Doc Ock used to have an underwater base before?

Next time on D-Avengers: Generations-

Shear Strength

Kid Ruby: Are we in the sky? I've never been in a place like this before.


KFX Here: To those still wondering what's this "Aura Arachnid Mode" I made up for Spider-Man all the way back in "God Mission", it's simply the "Nine-Tails Chakra Mode" from Naruto colored purple. That's pretty much what it is.

Now for a little triva and fun facts which I'll try to sprinkle in every chapter after this: Early ideas for Generations was to include Miles Morales or a grown-up Peter Parker from 10 years in the future as a main character replacing Miguel O'Hara. I scrapped the ideas in favor of Miguel because he's much easier to write for me and loved his dynamic with Peter in Edge of Time. And I found his gallery of villains would spice this story up for the better. I currently have no plans to introduce Miles Morales any time soon so don't bother asking me.