Issue 3: Shear Strength

BGM-Dragon Ball FighterZ OST-Conversation

Sonic the hedgehog runs through the white-colored streets of Midtown. Above him is the Amazing Spider-Man performing some parkour on some colorless flagpoles and rooftops as he catches up with the blue blur. Right with the two D-Avengers is Tails driving the Spider-Buggy, with Kid Ruby and Kid Yang sitting in the back seat. The Spider-Buggy stirs to the right and sticks onto the side of a building, riding along it while the young Xiao Long-Rose sisters marvel of the view they're given.

"Wooow. This city is so much different from where we're from, even though everything here's white." Kid Ruby commented her thoughts on New York.

"And we don't have anything like this from our world," Kid Yang pats the seat of the Spider-Buggy, "We're riding on the side of a building. This is so cool!" The half-sisters stand up from their seats, raising their hands to the sky as they have a good time driving on a tall building.

"H-Hey! Sit back down! That's not safe!" Tails told the girls, worried for their safety.

"But we're wearing seatbelts." Kid Yang remarked.

"Do what the fox says, kid." Sonic told her.

"Oh fine," A begrudging Yang crosses her arms and sits back down with her sister, "Didn't you say I built this thing with some guy named "Johnny"? Who's that guy again?"

"A hotheaded superhero who's nowhere near as handsome as me." Spidey joked.

"Riiiight." The young Yang raised a suspicious eyebrow.

"Why are you kids still with us," Sonic asked the half-sisters, "Where we're going isn't safe. You should head back to the park."

"Not until we find Uncle Qrow." Kid Yang replied.

Kid Ruby gasps, "Uncle Qrow's here too?!"

"He was there when that thing showed up. It's my fault he got hurt." Kid Yang said.

"How come?" Tails asked.

"I was looking for my mom." She answered.

"You mean Raven?" Spidey asked.

"You know my mom?" Kid Yang asked, shocked.

"She helped me out a few times. Though it looked like she keeps dying on the inside whenever we're together. I don't think she likes me that much." The web-slinger quipped.

"Any reason why?" Tails smirked.

"Not a clue." Spidey joked.

"Did you know my mom?" Kid Ruby asked excitedly.

"Summer Rose? I met her once. Though I had to go through some… 'great lengths' to meet her." Peter replied, not wanting to scare the kids that he died during a battle against the Green Goblin to meet Summer.

"Did your parents and our parents know each other?" Kid Ruby asked a childish question fitting for her age.

"I don't think my parents were capable of inter-dimensional travel. Then again, I don't really know anything about my parents. They died when I was a baby." Spidey replied, a bit depressed how he never knew his parents, Richard and Mary Parker.

This news saddens the half-sisters. "Sorry I asked." Kid Ruby said with a long face.

"That's okay. I had my Uncle Ben and Aunt May to raise me. They were my parents." Spidey smiled to cheer up the kids.

"Yo Tails. Know where this next portal's at?" Sonic asked his fox buddy.

"It looks to be at Oscorp." Tails answered.

"Is that a company, like the Schnee Dust Company?" Kid Yang asked the heroes.

"Yup. It used to be owned by Norman Osborn, the Green Goblin we just fought. Now his son's in charge of the joint, trying to turn it to a company for good." Spider-Man answered.

BGM End

The D-Avengers and their kiddy pals park in front of the Oscorp building. Since the main entrance doors are whited out and inactive, Spider-Man has to forcefully rip the sliding doors open with his ultimate strength. The team walks into the lobby, passing all the statued Oscorp employees that kinda makes it like they're walking in a haunted house.

"Where to, Tails?" Peter asked for the time portal's location.

"Should be at the CEO office." Tails replied.

Peter kicks down the door leading to a very long staircase. "Can we take the elevator?" Kid Yang asked.

"We are the elevator." Peter joked. He grabs ahold of Ruby while Tails carries Yang. "Going up." Peter web zips straight to the top floor along a flying Tails and a Sonic speeding on the lengthy staircase. The gang eventually arrives at the CEO office, opening the doors to a portal and statues of Harry Osborn and Knuckles the Echidna.

"Found Harry." Peter said.

"And a knucklehead that's tougher than leather, and doesn't chuckle." Sonic grinned from his little joke.

"That sounds like a song." Kid Yang remarked.

"You kids still want to come with us?" Sonic asked the kiddy half-sisters, worried about their safety.

"Yeah!" The half-sisters replied with smiles on their cute faces.

"We are terrible babysitters." Sonic said, reluctantly allowing them to join on this perilous journey.

"Have I ever told you about the time I had to babysit the Fantastic Four's kids?" Peter asked the hedgehog as they walk into the portal.

"No. How did that go?" Sonic asked.

"I rather not talk about narrowly preventing an invasion from the Negative Zone." Peter nonchalantly replied as they enter the time hole.


Sky Sanctuary Zone

BGM-Sonic Generations OST-Sky Sanctuary (Modern)

The time portal transported the heroic do-gooders way up high in the sky. "WHOOOOOOA!" They all screamed for their lives until they spotted a grind rail below them. Peter quickly grabs Ruby while Sonic grabs Yang, grinding down the rail together with Tails, jumping through a dash ring that landed them on the floating ruins of a sacred and holy sanctuary way above the clouds. The heroes stand amazed of the place they set foot in.

"This place…" Sonic said, getting another feeling of déjà vu.

"We're standing on floating ancient ruins." Spidey commented, still in amazement of Sky Sanctuary.

"Wooow! Really?!" Kid Ruby asked in amazement. The half-sisters run carefully to an edge and can't believe their adorable eyes when they find out how high they are, "Amazing! I never been in a place like this before!"

"We never really been anywhere beyond Patch and Vale!" Kid Yang stated.

Peter's Spider-Sense tingles and gets him to turn around to face dark-powered Eggrobos about to fire their guns at them. "Watch out, gang! It's more of Eggman's robots!" Pete warned.

"And they're powered up with that dark energy too!" Sonic noticed.

The D-Avengers quickly take action against the evil bots. Spidey web strikes into the air, air comboing an Eggrobo before web tossing it and explode on two more. Sonic does some homing attacking on a small group and destroys them with ease. Tails flies and spin attacks his own Eggrobos and even blasts a couple of them with his arm cannon.

"You guys were awesome!" Kid Yang commented happily.

"Let's keep moving! We need to find that portal!" Sonic ordered, grabbing Yang while Pete grabs Ruby. The whole team starts racing through Sky Sanctuary, fighting more Eggrobos and avoiding bottomless pits.

"I remember this place too! All these clouds and floating ruins! Isn't this a place on Angel Island?" Tails asked Sonic as he recalls visiting this place before in his past.

"Yeah, I remember it too. What the heck is going on?" Sonic wondered as they enter a sky garden room.

"How can you forget a place like this?!" Spidey asked the hedgehog.

"How can "you" forget your own birthday?" Sonic smirked back.

"My life is really hard!" Spidey retorted.

The gang grinds more rails into a large dark inner sanctum filled with badniks that get easily destroyed. Further in the sanctum they come across a mysterious, glowing, crimson marble orb with a small ring-shaped structure around it. "What's this thing?" Peter asked about the weird orb object.

"I think it's a teleporter." Tails said, remembering using this thing before.

Unaware to the mature heroes til the last second, Ruby and Yang slowly touch the orb and activate it, emitting a pillar of light that instantly warps them. "AAAH! THE GIRLS!" Spidey exclaimed and activates the warp point, teleporting himself, Sonic, and Tails to another part of Sky Sanctuary with the sisters nowhere in sight.

"Girls, where did you go?!" Sonic asked, extremely worried.

"What took you guys so long?" A nonchalant, smiling Yang reveals herself and Ruby behind the worried heroes.

The three older heroes facepalm while Peter groans. "Kids are just the worst." He said as he carries Yang while Sonic holds Ruby. "Let's keep moving, you troublemakers." He said. Sonic rides down a zip line and boosts through more Eggrobos. Spider-Man swings up to the sky to get an amazing view of the whole Sky Sanctuary, much to the amazement of Yang.

"Wow, Sonic, you're pretty fast. Is it because of your Semblance?" The young Ruby asked the hedgehog while he's running at the speed of sound.

"Hah! Like I need that! This is natural speed!" Sonic grinned.

"That's awesome! Wish I can be as fast as you." Ruby smiled.

"Maybe when you're older." Sonic replied, which is not far from the truth.

Up in the air pass Tails, Spidey has some fun leaping off the Eggrobo heads and zips pass them in a blink of an eye, hopping off a few clouds spectacularly. "You're amazing, Spidey!" The child Yang grinned, closing her eyes to the intense wind blowing on her face from Peter's thrilling web swinging.

"I get that a lot." Peter joked.

"So what do you know about my mom?" Yang asked, still wanting to know everything about Raven.

"How would I describe her…" Peter thinks for a second how to describe Raven without revealing too much about her being part of a tribe of bandits that'll upset Kid Yang, "She's strong, for starters. Whenever the two of us are together, she likes to be rude, arrogant, bossy, probably wants to stab me. But she has a great sense of humor."

"Really?" Kid Yang questioned.

"She likes to hide that little detail." Peter joked.

"Why did she leave my family?" Kid Yang asked, starting to look sad and depressed.

"To protect you. To protect the world," Peter partially lied, earning a gasp from the child blond, "Right now, she's an Avenger, doing everything in her power to ensure you have a future. I was the same boat as her, having to abandon friends and family to save the city. Lie to them. I'm sure she didn't want to leave you at a young age. She loves you, Yang, even when she doesn't show it. You'll meet her one day."

"When?" Yang asked.

"In a train." Peter quipped.

After some fun time in the sky, the heroes climb a cylindrical building that begins to fall apart. "This place is collapsing!" Tails shouted while trying to outrun the collapsing path. They did and bounced of springs and rides a zip line to an open area. There they find the time portal within this zone, as well as a daunting view of the giant Death Egg from afar.

BGM End

"A giant egg?" Kid Yang questioned the doomsday space station.

"That's the Death Egg. I could never forget about that hunk of scrap." Sonic said.

"The Death Egg on Angel Island? It was here before, wasn't it? Back when we first met Knuckles all those years ago." Tails said, slowing start to piece things together.

"And this portal," Peter points to the time portal in front of them, "I'm sensing a pattern. If it's like the ones from before, it should lead back to my world but at an earlier point."

"What does that all mean?" Sonic asked.

The web-slinger puts a hand on his muzzle to think, "Could it be…we're traveling back to the past?" He puts down his hand, "We're gonna investigate this a little further. Tails, watch the girls for us."

"What?! But we want to come!" Kid Ruby whined.

"Sorry, but play time's over. This next part might be a little too dangerous for children. Listen to your big bro, okay?" Spidey instructed.

Ruby groans but understands, "Okay. Just be careful." Sonic and Spidey gives her an assuring thumbs up before they enter the time portal to Earth.


Meanwhile…at Mushroom Hill Zone

BGM-Sonic Generations 3ds OST-Mushroom Hill (Classic)

"Are you two done playing around yet?" Miguel O'Hara asks as he and Kid Weiss watches Classic Sonic and Tails playing on the bouncy mushrooms of Mushroom Hill Zone.

"Haha! Never visited this zone before!" Classic Sonic smiled, revealing he hasn't visited this zone or Angel Island at this point of his life.

"I did not sign up to be a babysitter," Miguel mutters, touching and shaking his head. He glances over to the young heiress who's looking pretty anxious judging from repeatedly pressing her fingers together. "You need something?" The future Spider asked, getting her jumpy attention.

"No! I mean, I was, hoping, that maybe, um…" Kid Weiss looks pretty nervous and hesitant to complete her sentence.

"You want to play on the mushroom?" Miguel correctly guessed.

"Can I?" Kid Weiss kindly asked the adult.

"Sure. Just try to make it quick." Miguel allowed the white-haired girl to play on the giant mushroom. He stands there watching Weiss initially struggling to climb the mushroom. He kindly helps her up and stands back to see her repeatedly jumping high to the sky, actively having fun as she giggles in joy, making the webhead smile.

"You havin' fun?" Miguel asked her.

"Yeah! Yeah! This is really fun! I never did anything like this at home!" Kid Weiss replied while still hopping from the mushroom.

"Well I doubt you ever time traveled to a different dimension before." Spidey 2099 quipped.

"That's because I'm usually at home. I don't really go out a lot unless it's on business." Kid Weiss said.

"What? Are you like, uh, child employee?" Miguel asked, a bit confused.

Kid Weiss stopped jumping on the mushrooms and landed safely on her feet. "I'm the heiress of my dad's company. It's kinda important. But because of it, I don't make a lot of friends, or play around with normal kids. I usually hang out with my big sister or my mother." She said with a sad face, until Classic Sonic showed up next to her out of nowhere, frightening her a bit.

"But now you're hanging out with us. You're gonna have loads of fun." Classic Sonic smiled.

"Mm-Hmm." Classic Tails agreed, nodding his head.

"We're not here to have fun. We're trying to save the world." Miguel strictly said.

"We can still do both. I do it all the time." Classic Sonic said with a smug smile.

"Ugh…" Miguel groaned, having a hard time dealing with Sonic's nonchalant attitude, something that the original Spider-Man also shares.

BGM End

"HEEEEELP! SOMEBODY!" A voice of a child, which sounds an eight-year-old girl, screams for help.

BGM-Spider-Man: Edge of Time OST-Spidey on the Way

"Is someone in trouble?" Classic Tails asked. Everyone turns to the source of the voice, revealing to be a young girl with amber eyes and short, black hair. She wears a simple gray shirt and black pants, as well as a black handkerchief around her neck and a small, white cloth wrapped around her left arm. What's most intriguing about her is that she has black cat ears. This little cat-eared girl is seen running for her life from vicious Alchemax robots powered up by a dark aura.

"It's more Alchemax robots, and they're chasing that girl!" Miguel said. He and the Mobians spring into action and kick the robots chasing the black-haired girl.

"Is it just me, or are these guys seem stronger?" Classic Tails asked, narrowly avoiding a dark laser shot.

"They seemed to be enhanced by a twisted form of quantum energy, probably from that creature that sent us here," Miguel explains while kicking a robot in the chest, "They're literary getting stronger with time!" He said, sliding under a robot and kicks it to another, webbing them up and slamming them into pieces.

"Too bad they don't have enough time!" Classic Sonic quips, spin attacking a robot sentry. He dashes to another robot and kicks it to Miguel's direction, "Heads up!" Miguel unsheathes his talons and uppercuts the robot to the air and webs it up nice and tight, giving Tails the chance to crash it down to the other walking scrap heaps with his tails, destroying them all.

BGM End

"That's the last of them." Miguel confirmed.

"Um, thank you," The cat-eared girl thanked the heroes for saving her, "Who are you people?"

"My name is Spider-Man," Miguel introduced himself then proceeds to introduce the others, "This here's Sonic. Tails. And Weiss."

"Weiss? That name…" The black-haired child confronts her age mate, "You're the heiress to the Schnee Dust Company."

"Right. And YOU seem to be one of the dirty Faunus that's ruining my life!" Kid Weiss said, recognizing the cat girl as a faunus and forcefully push her away.

"Whoa, whoa, whoa! Where's this coming from," Classic Sonic asked as he steps between Weiss and the cat girl, "It's not nice bullying kids we just saved, Ice Princess!"

"Don't call me that!"

"How 'bout Ice Queen then?

"Shut up! It's because of these freaks is why my life sucks! She's probably a part of the White Fang!" Kid Weiss said, saddening the cat girl.

"What's a White Fang?" Classic Sonic asked, genuinely confused.

"Don't look at me. I'm not from their world." Miguel remarked.

"Listen. I don't know what's your deal with "Faunus" and "Fangs", but if we're going to survive this, we all need to stick together. So be a good little Ice Princess and chill out." Classic Sonic grinned, annoying Kid Weiss as she crosses her arms and grunts her head away from him and the cat girl.

Classic Tails and Miguel decided to check on the cat girl. "Are you okay? Sorry if Weiss was mean to you." Classic Tails said to the cat girl.

"It's okay. I'm fine." The cat girl responded, though she doesn't look okay.

"What's your name?" Tails asked with a smile.

"Blake. Blake Belladonna." Kid Blake introduced herself.

"Do you remember how you got here?" Miguel asked the cat faunus.

"I was in a rally for the…" Blake stops as she hesitant to continue.

"The White Fang?" Miguel guessed correctly.

"Y-Yeah…" Kid Blake sadly answered, revealing her membership to the White Fang while ignoring Kid Weiss's evil eye. "Then I was caught in this white light and got sent here. I was alone for a while until I saw those robots coming after me."

"Well you're safe now with us." Miguel told her.

"Probably not with Ice Princess." Classic Sonic joked.

"Stop calling me that!" Kid Weiss retorted.

"Thank you." Kid Blake said to the future web-slinger, accepting his guidance and protection.

"Your welcome. Hope you'll be the last kid I'll have to babysit. Kinda makes me wonder who else got transported to this weird world." Miguel said as he stares at the sky, wondering who else could've been transported to this time-distorted world.


Back with Modern Sonic and Spider-Man Prime…Somewhere in Florida 3 years ago…

"Urk…This place is the pits." Sonic complained that he and Spidey are walking the underworld pits that is the sewers. Rats scurry to their little holes when the heroes approach them. Water droplets fall down in this quiet labyrinth.

"We're really exploring the bottom of the barrel. How did we go from a sky palace to the sewers," Sonic continues complaining, "This is your world, I think. Where are we now?" He asked the amazing wall-crawler.

"Doesn't look like we're in a New York sewer." Spidey replied, crawling on the disgusting walls.

"How would you know that?" Sonic asked.

"I find myself in the sewers a lot."

"Gross."

The duo stops walking when they approached a sewer hole that leads up to the surface. "Let's find out where are we." Spidey suggested. The acrobatic heroes jump through the sewer hole into a swamp-like area somewhere in Florida.

"A swamp? That's not any better." Sonic complained again.

"Wait…I remember this place," Spidey said as he slowly recalls this familiar swamp area, "I think we're in Florida." The costumed hero jumps on a branch of a tree and looks out to see a house far in the distance, "That house. That's Curt Connors's house, before he moved to New York. But, does that mean…" Suddenly his Spider-Sense goes nuts as he senses a mysterious creature quietly approaching Sonic from the river, "Sonic! Get out of there!"

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

"Huh?!" Sonic quickly does what he's told and leaped away before he was snatched by a mutated lizard man in a white lab coat. "I think I found Vector's cousin." The hedgehog joked.

"Ssstay away from my domain." The reptile man told the heroes.

Spidey drops down next to Sonic. "The Lizard. This is when I first fought the Lizard!" He remembered. The slithering mutated doctor lunges at the heroes but they quickly dodge his sharps claws for Sonic to kick him in the back which did nothing but irritate the Lizard. "Dr. Connors! Dr. Connors, Curtis, it's me, it's-." Peter's words are cut off when he jumps over the Lizard's tails swipe and it hits a tree instead. "Never mind. Just forgot we haven't been formally introduced yet. That happens in about half an hour," He quipped as he dodges another claw swipe, "So that, really means, we're traveling back to the past? But how…"

Sonic spin attacks Lizard while he's distracted with Peter. "No time to question. Let's take care of this guy." He said.

"Let's not hurt him too badly. He's still my friend, well, future friend." Peter remarked.

"Well your future friend's trying to kill us now!" Sonic retorted, leaping from Lizard's tail and counters with a roundhouse kick that sends him flying to a tree.

"I have warned the world! But you two dared to invade mmmmy domain! And so…you are dooooomed," Lizard's eyes start to glow red as he gets enveloped in that same purple aura that empowered the other past villains, "Commme, my lizard army," From the dark bushes, a dozen dark-empowered mutated lizards walk out to meet their master and confront the heroes.

"He didn't have an army at this point." Spidey said, noticing something's off about this time period. The costumed hero elbows a lizard man to the ground, then rips a part of concrete with his webbing, smacking his foes repeatedly before forming a giant web hammer and slams them away.

"Ow! Never knew lizards can be so strong." Sonic said after getting attacked by a lizard goon.

"Wished I had time to make an antidote." Peter said, remembering that's how he defeated the Lizard the first time. Speaking of the Lizard, the mutated reptile was able to grab Peter's head and pin him to the floor where he tries to bite his head off with his sharp teeth. "Connors…You really need to brush your teeth." He joked and managed to kick Connors off his body. "Voice Command: Ice Web Barrage!" He said to his Web Shooters, shooting a barrage of icy web bullets that weakens the Lizard, causing him to roar in pain. "Yeaaah. Don't like the cold, do you? Makes me wish Weiss was here for once." He says as he web strikes his fist on Connors's head, smacking him next to a sewer hole. The Lizard roars and escapes into the sewers. "Dr. Connors, WAIT!" Peter shouted and gives chase into the sewer.

"We're going back there again?" Sonic complained, kicking down the last lizard man before following Spidey.

The heroes make chase through this maze-like sewer system to find the Lizard. In this environment, the Lizard is able to outrun the heroes, making it hard for them catch up. "How is it so hard to keep up with this guy?" Sonic asked, a bit annoyed the Lizard is ahead of them.

"We're in his domain. His natural instincts tell him the best places to traverse in this area." Spidey explains while web zipping through the sewers. The Lizard bust through a door into another room.

BGM End

Moments later, Sonic and Spidey enter that room too and are surprised when they find out where they ended up: an underwater base located in New York. "We're back in New York?" Peter asked, stunned.

"What?! How do you know that?!" Sonic asked, wanting to know how they went from Florida to New York in under a few minutes.

"This is Doc Ock's old underwater base, when he went under the name, "Master Planner". Aunt May was sick and he stole the only serum that could save her life, or else she would die." Peter remembered.

"Is that it right there?" Sonic points to the canister containing the ISO-36, the serum that was crucial in Aunt May's survival.

BGM-Spider-Man: Shattered Dimensions OST-VS. Scorpion - Aberration

"It is!" Peter shoots a webline to grab it, but Lizard showed up out of nowhere and stomped it down. "Connors! I KNOW you're in there! Snap out of it!"

"Connorssss is dead! There'ssss only the Lizard!" Connors hissed, just as a new baddie drops down next to him. A Scorpion-like mutated man with a giant claw for his right hand, a real tail, green skin and eyes, venomous fang, pincers on the face, and talons on the left hand.

"Scorpion?! No. You're not Mac Gargan!" Spider-Man said to this new Scorpion.

"Not Gargan. Kron Stone. And you're not the Spider-Man that keeps hurting me." Scorpion 2099 introduced himself.

"I'm starting to notice a trend. New mysterious bad guy mistakes me for another Spider-Man, only to get beat up by this Spider-Man. Care to test out that theory?" Spidey quipped.

"RRRAAAAAAH!" Both Scorpion and Lizard roars in response, powering up their dark auras.

"So Sonic, which mutated freak do you want to fight?" Spidey asked as they fight off the mutated villains.

"I'll take on the guy with the tail." Sonic quipped.

"Which one?"

"The one colored green."

"Oh very funny. Fight the Lizard."

"That's what I was hoping." Sonic grins, spin dashing straight at the Lizard, knocking him to the wall.

"You will not stop my birthright! The lizards will take over!" Lizard said to the hedgehog.

"Until winter happens, then your toast, or, chilled." Sonic quipped. He spin dodges the reptile's furious lunge and sees it bounce off the wall, lunging right back at him and pins his arms down to the floor. The Lizard tries to bite Sonic's head off but the hedgehog keeps moving it left and right. He was able to block his jaws with his feet and kicked him off, jumping into the air and stomps on him with a spin attack. The mutated doctor growls and swats Sonic with his tail, but the hedgehog recovered and bounced off the wall to continue the fight.

"Die, Spider-Man, die!" Scorpion 2099 attacks Spider-Man with his lengthy tail, but the amazing hero was able to jump over it.

"That line seems to run in the family." Spidey quips and kicks the mutated scorpion in the head. The webhead side-steps from a pincer strike only to get grabbed by the tail. He gets smacked around all over the underwater base, from the floors to getting slammed to the walls multiple times. "I'm getting sick of this." Peter said. He spotted a container and web throws it at Scorpion, freeing himself. He springs his feet right on the mutant and proceeds to punch him repeatedly, jumping over his tail and grabs it, slamming him down on the floor once again.

"Urk. You need to wash that tail." Spidey quips, causing the monster scorpion to roar his fangs off, releasing a shockwave of dark energy. Scorpion 2099 fires dark acid from his tail, trying to melt Peter's skin off. Peter swings away only for the acid to the support beams of the base, "Quit it! Are you insane?! If you keep doing that, this whole base will collapse on us!"

Meanwhile with Sonic, the blue blur kicked the Lizard and the jaw and then was blown away from the force of his roar. Lizard surrounds himself in that dark aura, using his enhanced strength to pound the floor and release massive shockwaves that causes Sonic to almost trip and crack the ceiling. "Gotta wrap this up quick." Sonic said as he can tell this base won't last forever. He charges up his Light Speed Attack and blitz Lizard multiple times with his insane speed until he fell to the ground defeated, slowly reverting back to a human Curt Connors.

BGM End

"Did it! Huh-?" Sonic turns only to get hit by Spider-Man after the latter got thrown from the future Scorpion. The two crash through the main support beam of the base, causing the whole chamber to slowly start crashing down on them. Metal rubble falls down on Scorpion, defeating him as he falls down in pain. As for Sonic and Spider-Man, the largest iron contraption falls right on top of them, but lucky for them it didn't crush them, but it looks like they might get drowned as the base starts to leak.

"Ugh…Isn't this familiar?" An exhausted Spider-Man remarked, now reliving the moment he was crushed by this metal contraption in a leaking base. He stares at the ISO-36 that's sitting a few feet away. He sees Connors halfway drowned from the leaking water. He turns to Sonic, who looks to be knocked out cold. "That's just great…Connors's almost drowning, my best friend's out cold, and the serum for my Aunt May is right over there. I was barely able to move this before, but in this condition…" Peter pants, weak and almost out of breath. He blacks out for a moment, remembering his Aunt May, Uncle Ben, Mary Jane, Harry, all the friends he made in Mobius and Remnant. He quickly opens his eyes saying, "NO! No. I can't. This isn't a dream, or a memory. I'm here, in the moment. If I fail, my Aunt May, my friends, they'll die. I can't allow it! I WON'T allow it! I won't," Peter starts to lift his body, using all his amazing strength to try and lift this heavy object off his back, "Come on, Peter…come on…you can do this…you did it before…move, damn you…move…" With every pant, he slowly lifts the object, inch by inch, "…this is when it counts…when there's no chance…you can't give up…that's all…Can't give…UP!" The Miraculous superhero fully lifts the heavy object off his and Sonic's back.

The loud thump from the machine instantly wakes up Sonic. "Huh? What happened?" He asked as he stands up and sees Peter carrying Connors and the ISO-36.

"Nap time's over. Pick up Scorpion. We're outta here." An exhausted Spider-Man instructed Sonic. The hedgehog picks up the mutant Scorpion and follows Spider-Man to an escape route before the whole base's floods. The heroes collapse on a New York sidewalk outside the warehouse that led to the secret underwater base.

"We're alive…Thank god…" Peter said, panting.

"Never drag me to an underwater party again. Deal?" Sonic joked.

"Deal," Peter replied. He looks at Doc Connors and the Scorpion, "Let's leave them. The police will take Connors home and take Scorpion to prison." He lifts the ISO-36 serum to his hands and sees it transforming into another Time Key. "Another one of these things. They have to mean something." Peter said.

A time portal opens behind them. "Let's figure that out once we get back. I'm exhausted." Sonic suggested and the two walk into the portal back to the White Space world.


White Space Manhattan

Back at Oscorp's CEO office, Tails, Kid Ruby, and Kid Yang witness Spider-Man and Sonic tirelessly walk out of the time portal. "You guys are okay!" Kid Ruby said happily as the Oscorp building and the surrounding area is being restored to normal.

"Are you guys alright? You seem exhausted." Tails asked his tired pals.

"Nothing a little sleep can't fix…" Spidey chuckles.

The statues of Harry and Knuckles are seen being resorted to normal. Harry lets out a big sigh of relief he's been saved while Knuckles gets all excited being returned to normal. "Huh? Pete, what happened? Did I die again?" Harry asked his best friend.

"Something like that." Peter nonchalantly answered.

"Well, thanks for the help. Glad to have Oscorp back, safe and sound." Harry smiled.

"Eh. I didn't think we needed any help." Knuckles arrogantly believed.

"Uh-huh. Riiiiight." Sonic gives his echidna friend a thumbs up.

"So, uhhh, what happened to Ruby and Yang?" Harry asked while looking at the kiddy half-sisters, confused.

"We'll tell you…right after we take a nap…" Spidey says as he and Sonic fall to the ground, exhausted and tired, with everyone else staring at them while they snore.


BGM-Sonic Mega Collection OST-Intro Theme

Spider-Man: It's your friendly neighborhood Spider-Man! So we have these keys. What do you think they're for?

Sonic: Probably to unlock this strange looking gate. Where do you think it leads?

Spider-Man: This is a funny looking mirror. I'm in a completely different costume.

Sonic: And I look a little fatter. That's weird. What's up with that?

Next time on D-Avengers: Generations-

Team-Up of the Century

Spider-Man 2099: Wait. Is that…Peter Parker?

Classic Sonic: And is that an older me?


KFX Here: To answer your question, "Great Saiyaman 54", as far as I know, the Goblin/Gwen affair is canon in the comics. I wish it wasn't. I think everyone else can agree with me that "Sins Past" is right up there with "One More Day" as the worst Spider-Man comics in history, but Marvel is stupid.