BGM-Kid Icarus: Uprising OST-Main Theme

Pit: I'm Pit, servant of the goddess Palutena! New Goblin was Spider-Man's best friend?! That was a surprise when we were fighting his Dark Avengers and Dark Pit. All of them gave us trouble but were no match to us originals in the end. Lady Palutena even gave Spidey a cool spider-upgrade. Our team is getting stronger every day! Won't be long until we take the fight to the Underworld itself!

BGM End

Issue 7: The Seafloor Palace

Palutena's Temple, Skyworld.

Evening has struck Skyworld not long after the Dark Avengers mission. An uncostumed Peter sits alone on a bed in his bedroom looking at photos of himself and his world's Harry Osborn hanging out like best friends on his cellphone. He frowned at the photos in silent remembrance, then does the same upon staring out a window and reflecting on his encounters with the alternate reality evil version of his best friend. Of their first confrontation at Oscorp. Of their intense fight during the Hewdraw incident. And most recently of when Harry revealed himself as New Goblin, a reveal that breaks Peter's heart as he suspected it was him for a while but refused to believe it. 'Harry…What am I going to do with you?' Peter thought, sighing with depression.

A knock on the door was then heard and prompted Peter to put away his phone before saying, "Come in!", to whoever's standing outside.

The door opens for Pit and Lucina to enter, but Peter refuses to look at them. "Hey Pete. Just wanted to tell you that dinner is almost ready. It'd be great if you join us." Pit said cheerily.

"Sorry, I'm not hungry." Peter depressingly rejected the dinner invitation.

"Come on, you need it. It's been a tough day." Pit tried convincing him.

"Just leave me alone. I'm not in the mood." Peter retorted, sounding a little annoyed by his persistence.

Lucina sits next to Peter on the bed, comforting him with a sombering face and her soft hand on his shoulder and her telling him, "We are sorry about Harry. None of us knew it was him."

"I knew." Peter admitted with a sad frown, "It's just…I didn't want to believe it. It was like staring at a ghost that came back to haunt me in the worst way imaginable…"

"Was that Goblin really your best friend?" Pit asked while casually sitting on a chair.

"Technically no, because multiverse and stuff. But it sounded like they share a lot in common. No wonder Loki recruited him. They both have daddy issues." Peter quipped.

"What was your friend really like?" The curious Pit asked.

BGM-Marvel's Spider-Man (PS4) OST-Responsibility

Fondly reminiscing his past with Harry, Peter begins telling his two otherworldly friends of their history, "Harry Osborn was my best friend for like, ever. You wouldn't believe that if you saw us at school. He was Mr. Popular and I was Mr. Nobody, but you know what they say about opposites attracting. We immediately hit it off. He helped me improve my social status and I helped him with homework."

"Sounds like a great guy." Pit smiled.

"But what changed your friendship?" Lucina questioned.

"Me." Peter answered, sorrowfully recalling the downfall of his friendship with Harry, "Everything changed when I became Spider-Man. One of the downsides of being a superhero with a secret identity is that you must do the heroics behind your friends' back and earn their resentment. Harry was no exception. Wasn't fair to him that he already lost his mom and his father was an absolutely selfish and heartless jerk to him for years. After his dad died during one of our fights, Harry blamed me and vowed revenge by becoming the next Green Goblin."

"And you were forced to fight him? You couldn't talk out your differences?" Lucina remarked.

"I tried everything, Lucina. He was convinced I killed his dad." Peter replied.

"But he was your best friend! Deep down he should've known you wouldn't do anything to hurt him." Pit retorted.

Somberly, Peter then continues his story, "Well after a fight, Harry got amnesia. He forgot about my secret identity and everything Goblin related. I thought the nightmare was finally over and we could be friends again…But then Norman decided to come back to life at the worst time, looking even more like a monster because he used my DNA. He convinced his son to become the Green Goblin again and the two would wage a final showdown with me. Even with SHIELD's help, I was on the brink…until Harry betrayed his father and made the ultimate sacrifice to save me, his best friend."

"His own father killed him…" Lucina reacted with shock and horror, left speechless from learning Norman murdered his own son, "I just…I cannot believe…"

"That must have been terrible to live through. I'm so sorry…" Pit frowned sadly and sincerely, now having a better understanding of Peter's tragic history with Harry.

"Harry died because of me. The entire Osborn family DESTROYED because I was trying to be a hero and failed the people that needed me the most. And now I have another Harry that wants me dead more than the others, allowing his soul to be played around with gods that don't give a damn about his issues!" Growing frustrated with himself with tears swelling in his eyes, Peter facepalms, "I want to save this Harry but I don't know how! I don't want to risk him suffering the same fate as the Harry I knew! No matter how hard I put the past behind me…it always finds a way to rear its ugly mug in my face to remind me how much I messed up…"

Lucina hugs her friend to reassure him that everything will be okay, telling him, "You and I have changed fate together. We will do so again for your friend." She helps him stand proclaiming, "Come. Let us continue this discussion over dinner with the others."

"Can't save friends on an empty stomach!" said Pit, cheering up his friend with a reassuring smile.

"Okay…" Peter grinned awkwardly in response.

BGM End

Later…

BGM-Fire Emblem Warriors OST-Calm

"Wow! Great spread, Palutena!" Sonic complimented, as the friends gather around the dinner table holding the most delicious spread of food befit for gods and heroes.

"You know me, always prepared!" Palutena smiled.

Amongst everyone happily enjoying dinner, Lucina takes a bite from her chicken curry that she falls in love with immediately. "This chicken curry is fantastic! Have you tried this, Weiss?" She turned to her.

"I did and its good. I honestly find Peter's recipe better." Weiss admitted.

"I find that hard to believe. A mortal can surpass a god in cooking?" Palutena teased.

"You'd be surprised." Weiss smirked slyly.

"Wouldn't be the first time this week." Palutena quipped.

While taking a bite from his hamburger, Sonic notices that Peter is the only one not eating. He's still lost in thought, thinking about Harry and ways to save him from the evil gods, which leaves the hedgehog concerned. "Oh hey, Pete!" Pit calls him out, getting him to look at him taking a big happy bite from his meat, "Better eat before I finish it all!"

"Hmm…" Peter stares at his delicious plate, wondering if he should eat or not. Palutena even glances at him with the concerned eyes of a big sister, hoping for him to eat and feel better. Thankfully with a spoon in hand, Peter finally starts eating, much to the smiling relief of Sonic and Palutena as they continue eating.

"All right! Now that's the spirit!" Pit smiled, happy to watch his friend feeling better, "This will help us save your friend! Dark Lord Gaol was under mind control by the Underworld Army. If we beat Loki and Medusa, it should break their control over Harry!"

"That won't change anything, Pit. Goblin allowed darkness to consume him long before he was recruited by Loki. The hatred I sensed in his heart was unbelievable and cannot be so easily broken. That is the curse of the Osborns." Palutena argued, much to Peter's anger.

"I refuse to believe that! You don't know the Osborns like I do! My Harry broke that curse in his last moments!" Peter retorted.

"My friend Robin was once cursed by his lineage, but through our bond we freed him! Saving Harry should be no less difficult!" Lucina supported her spider-friend's argument.

"The other Harry was young. The one we're facing is older and allowed his hatred to manifest as the Goblin that sold his soul to a false promise from gods. Saving him from them won't earn forgiveness. He is much like Medusa. Too stubborn to admit their faults." Palutena responded calmly, expressing her doubts that Harry can be saved from his own hatred.

"Harry is a good guy. He's just hurt and alone. He needs to remember that he has a friend that cares for him." Peter retorted.

"What about you and the countless other people he has hurt? He has joined monsters that wish to conquer multiple worlds! Even IF he realizes his mistakes, do you have the heart to just forgive him?" Palutena questioned him, with a hint of testing the hero's morality.

"Of course!" Peter answered wholeheartedly, "Harry is my best friend, no matter which dimension he's from. Sure he has to answer for his crimes, but I'll be by his side helping him all the way!"

"Everyone deserves a second chance." Sonic chimes into the discussion to support Peter by talking about his experiences with rocky friendships, "I had a robot friend named Emerl that went berserk and was forced to destroy 'im before he could destroy my world. Then he was rebuilt as Gemerl and almost did the same thing, but luckily he got help and is back to being my pal. People CAN change. Just gotta see that potential in 'em."

"All I'm saying is that saving Harry Osborn will take a miracle." Palutena claimed, "Regardless, he needs to be stopped before he could hurt more people. We can all agree to that?"

The acknowledging Peter nods, "Yeah! I'll save Harry from himself! Goblins are my expertise."

"And we'll have your back all the way! A friend of yours is a friend of ours!" Sonic smiled, which does a better job cheering up the webslinger.

"It'd be easier if we take the fight to the Underworld." Weiss suggested.

"Not yet. We're still missing the Key to enter that realm. Finish dinner and get some rest. You'll need all your energy for tomorrow's mission." Palutena ordered everyone, implying their next god mission will be a difficult one.

BGM End

The Next Day…

"Duty calls! And Avengers answers!" Pit grinned.

"Since when are you an Avenger?" Iron Spider Spider-Man teased his winged friend.

BGM-Kid Icarus: Uprising OST-The Seafloor Palace

With the determined resolve to save Harry Osborn, Spider-Man returns to his usual quippy self while leading the team through a vast desert for their next mission. 'We need to refocus our efforts on Medusa and Loki, so today's target is Tanatos, god of death.' Palutena telepathically informed the team flying down through the clouds and properly arrive at the desert.

"The god of death?! You mean THE god of death?!" Lucina retorted in horror, already worried of their chances of defeating a powerful embodiment of death.

"No need to be scared. We've been beating death since we started this hero biz." Sonic grinned, reassuring the princess.

"Wait…Who's Tanatos again?" Pit questioned, having forgotten about his enemy from the past.

To help them know what they're dealing with, Palutena projects to them an 8-bit hologram depicting Tanatos and Medusa, 'Back in the classic days, Tanatos took the form of a snake on Medusa's head. He's quite the chameleon, you see, and that was his "look" back then.'

"Great fashion sense." Weiss quipped, "But as god of death, he must be a big deal in the Underworld Army."

'He possesses a key to the Underworld, and he's leading Medusa's invasion of the sea.' Palutena proclaimed.

"So we'll be fighting his forces in the sea? How are we supposed to do that? Spidey has his armor that looks waterproof." Pit questioned.

'Rest of you just use your gills. Tell me, gang, how are you with branchial respiration?' Palutena quipped.

"Oh, no worries. I minored in branchial respiration." Pit claimed, until her words clicked in the minds of him, Sonic, and Weiss, as the frightened trio now believe that they must fight their way under the sea, "WAIT, YOU'RE CRAZY!"

'OK, just hold your breath then. For about two hours.' Palutena claimed.

"HE SAID YOU'RE CRAZY!" Both Sonic and Weiss shouted back.

"Nuh-uh! No way! I ain't doin' this! I can't swim! Peace out! I'm outta here!" The aquaphobic Sonic desperately, expressively, and fearfully tries to retreat from the mission, only for the goddess to hijack his hover shoes and force him to continue, much to his immense dismay, "Oh what the heck?!"

'Oops! I must've accidently engaged the auto-pilot. Get ready for a swim.' Palutena quipped.

"I CAN'T BELIEVE THIS! I hate water…" Sonic yelled while reluctantly continuing the mission.

Underworld forces begin showing up to deliver trouble, with most of them being blasted to oblivion by a charged repulsor shot from Spider-Man saying, "Ahhh, I can smell the ocean."

"Smells too much! Let's turn around!" Sonic snarked while kicking away a demon in annoyance.

'Man up!' Palutena teased, 'We're heading to Tanatos's base, the Seafloor Palace.' She said, while the team flies over a steep mound of sand and arrives at the ocean.

As the dismayed Sonic growls at the mere sight of the sea, Pit asks his goddess, "You were kidding about holding our breath, right?"

'Watch and learn, pupil. Witness the true power of the goddess of light! Ready, set…' And on cue, Palutena, allegedly, splits open the massive ocean to form a path for her amazed heroes to take, 'Dum da da daaah!'

"Whoa ho ho ho hoooaaa!" Pit hollered in smiling amazement.

"Unbelievable…" Weiss reacted with an astonished look on her face.

"This is MUCH better! Thanks for this, Lady Lights!" Sonic smiled with his fear of water gone for now.

"Next stop: the Seafloor Palace! Let's Moses this thing!" Spidey declared.

The heroes begin flying through the newly-formed path between the sea with more Underworld monsters trying to stop them. Despite the sea being split, Sonic still hates being anywhere near it so he takes the lead by blowing away monsters with ricocheting Spin Attacks and ramming Boost strikes to reach the Seafloor Palace as fast as possible. "This is just one more bullet point on your already-impressive resume!" Pit complimented the goddess for odd water powers she has never displayed ever, which comes off as suspicious.

'What can I say? I'm an overachiever.' Palutena chuckled nervously, which makes her look more suspicious.

'Ho, now! Just one second there, lassie!'

"Who goes there?!" Lucina reacted to the suddenly suspicious man chiming into the telepathic conversation.

'Oh…' Palutena nervously chuckled at this familiar voice to her, 'Lord Poseidon!'

"Poseidon?" Spidey retorted, familiar with the legends of the elderly blue-skinned god of the sea that also works as a silent observer of the surface world.

'Tsk, tsk, Palutena. Lies don't become a lady.' Poseidon scolded the mischievous goddess.

'I'm sorry. But can't a goddess have a little fun?' Palutena quipped.

Pit then realizes, "So that sea-parting business was…?"

''Twas obviously my doing, silly boy.' Poseidon revealed.

"Knew something smelled fishy." Spidey punned.

'To pull off an attack on the Seafloor Palace, I went to the sea god himself.' Palutena admitted.

"It all makes sense now." Weiss remarked.

'I wouldn't allow anyone else to part my ocean! In fact, I've half a mind to put it back together!' Poseidon proclaimed.

"Do that and I'll have you cry rivers!" Sonic fearlessly threatened the sea god, much to his friends' fright.

"YOU IDIOT! SHUT UP!" retorted Weiss, furiously smacking the hedgehog across the head.

'You've got a pretty big mouth for a tiny rodent. Are you really picking a fight with the God of the Sea?' Poseidon threatened, having also been taken aback by the hedgehog's threat.

"I beat up one several times! You don't scare me!" Sonic retorted, referencing his fights with Chaos, his world's Water God of Destruction.

Surprisingly, Poseidon laughs, 'It's been a while since I've met someone stubborn enough to mock me. I admire your guts, Hedgehog. 'Tis no wonder you and your mortal team have made an impression on the gods as of late.'

"Happy to look awesome." Sonic grinned, befriending the sea god just like that.

Pit sighs in relief, "For a minute there I thought we'd be seafood…"

'We're going deeper now.' Palutena announced. Traveling further down through the ocean, Lucina confronts some octopus-looking Octos spraying ring-shaped ink jets at her. The future princess counters their attack by easily flying through them and blasting them to oblivion as she continues the undersea journey.

'Despite your mischievous ways, you should know you have my full support.' Poseidon said to the light goddess.

'Much obliged, Lord Poseidon.' Palutena smiled.

'It was bad enough when the dark forces were contained in the Underworld. But extending their reach to the sea and land is completely unacceptable. As the goddess of light, it falls on you to destroy them. I have faith that you will.' Poseidon entrusted them with the important task.

'You have my word.' Palutena acknowledged.

"Uh, and mine too!" Pit expressed awkwardly.

"We'll clean up these waters for ya!" Spidey promised.

After wiping out an Underworld blockade, the heroes find themselves flying through the remains of a destroyed city. "Atlantis sure seen better days." Sonic quipped.

"I guess this used to be a city?" Weiss commented.

'Yes, but I sunk it long ago.' Poseidon revealed.

'Sunk it? That's a bit…extreme.' Palutena admitted.

'Humans consist of equal parts hubris, envy, and deceit. Sometimes one has to put them in their place.' Poseidon claimed.

"This is starting to feel condescending. Us humans aren't THAT bad. Look at us literally doing god's work because she's too lazy to do it herself." Spidey argued calmly.

'Shut up!' Palutena retorted angrily.

'Your team of mortals ARE an odd bunch, I will admit that. But your heroics are but a drop in the vast ocean that is humanity's thirst for chaos.' Poseidon said to the young webslinger.

"That's why we do the hero stuff. To help humanity become better fishes for the sea. Just gotta be patient. We're not immortals and you can't hate us if we get seasick." Spidey replied with wise words that silently leave an impression on the sea god.

'…As I said, you are an odd bunch.' Poseidon scoffed, sporting a humbled smile that they cannot see.

Not long after, Pit notices some coral, "This coral is sooo beautiful!"

'True, but don't forget the old saying that every coral has its thorn.' Palutena said incorrectly.

"I'm pretty sure you're thinking of roses." Pit corrected her.

'And I'M pretty sure I'm thinking of coral.' Palutena insisted that she's right.

"Enough with the ego and just admit you can be wrong!" Weiss snarked.

Once they reach the ocean floor, Spidey announces, "We've arrived at the ocean floor. Shouldn't be long 'til we reach the palace! Once we're in, let's defeat Tanatos and take his key to the Underworld.", to his team.

"Good. My nerves can only tolerate the sea for so long." Sonic quipped.

Some Underworld Troops try stopping them from reaching the Seafloor Palace, like a crustacean known as Brawny Claws. It can't attack, relying solely on obstructing the path of its foes by extending its arms and mid-section, inflicting damage on both Sonic and Spidey that accidently run into it. Weiss counters by freezing the crab, allowing Pit to obliterate it, and just in time too as the magnificent Seafloor Palace is coming into view.

"Look!" Lucina spotted their destination.

"So that's the Seafloor Palace. I thought it'd be covered in barnacles and kelp, but it's actually very nice." Pit commented.

'I'll be closing up the sea now. It should wipe out any Underworld stragglers.' Poseidon said.

'Just give us one more moment.' Palutena requested.

"Please! I'm not wearing a life vest!" Pit pleaded, joining his friends in flying down into the Seafloor Palace.

BGM End

Seafloor Palace.

BGM-Kid Icarus: Uprising OST-At the Seafloor Palace

The Goddess Avengers Alliance lands inside the Seafloor Palace, with the Power of Flight deactivated, the Hover Shoes disabled, the Iron Spider Armor retracted, and the Sky-Cycles returning to Skyworld just as Poseidon closes the ocean. 'The sea is closed now.' Palutena announced.

'My work here is finished. Good luck to you all!' Poseidon said to the heroes.

"Thanks for your help! Hang out with us at the beach next time!" Sonic smiled.

'I'll think about it.' Poseidon grinned before leaving the heroes to their heroics.

This underwater palace sparkles with an outstanding design that is no doubt filled with deadly traps crafted by the God of Death himself. The fearless heroes begin exploring the base in search for the god, only for the rather eccentric deity to startle them by suddenly and telepathically communicating with them soon after, 'Oh, goody—guests! Protecting an impregnable fortress can get awfully lonely.'

"Please tell me that voice doesn't belong to Tanatos? Wasn't expecting the god of death to sound so flamboyant." Spider-Man joked.

'Actually, I go by Thanatos now. The extra H is for hamazing.' Thanatos quipped.

"…Have we met before?" Pit asked genuinely, finding it hard to believe that this is the same Thanatos he fought back in the day.

'I'm wounded, truly I am. I know it's been awhile, but surely you haven't forgotten your old foe?' Thanatos retorted.

"Sorry…There are just so many foes and only one of me." Pit apologized.

'You know we've crushed Medusa's other commanders, Thanatos. Just give us the key to the Underworld, and we won't be forced to harm you.' Palutena proposed for a peaceful solution between them.

'Hoo hoo hoo! Impatient as always, I see! But since you've come all this way…Wouldn't you like to stay and catch up for a bit? Oh, pretty please?' Thanatos snarked eccentrically.

'So you're not going to give up the key.' Palutena responded.

'No need to get all huffy now. I'll have you know that I much prefer honey to vinegar. And I prefer witty repartee to any condiment!' Thanatos quipped.

Irritated by his odd jokes, Lucina exasperates, "This is getting nowhere. Our goal here is to track down Medusa and Loki, right?"

'Yes. Thanatos is basically Medusa's right-hand man as Goblin is to Loki. That's why he has the only key to the Underworld.' Palutena answered.

'I have no such thing! None whatsoever! Honestly. HONESTLY.' Thanatos claimed.

"How did THIS guy get to be Medusa's second in command?" Spidey remarked deadpannedly.

'Beats me. Seniority?' Palutena quipped.

'Helloooo? It's rude to exclude!' Thanatos retorted, easily getting offended from being ignored.

"OK, if Thanatos won't give up the key, we'll have to take it from him." Weiss proclaimed.

"The longer we wait, the more we have to lose. We need to strike soon. He shouldn't be far, so let's buckle down." Sonic rallied the team.

"I'm buckled and ready!" Pit exclaimed confidently.

'Yoo hoo! Can you hear me? I'd like to be part of this conversation please!' Thanatos kept talking to try and get attention, which starts to grate on the heroes' nerves.

"Shut it already!" Sonic snapped angrily.

'Me? But all of you and Spider-Man have been talking this whole story!' Thanatos retorted.

"Why am I singled out?!" Spidey responded, ignoring the fact that he is the most talkative out of mortals and gods alike.

With the Thanatos's introduction finally over, the heroes continue their trek through his underwater base. Their hunt for the god takes them to a room full of his minions that include Dark Elves, prompting Spidey and Lucina to take charge in this brief assault with a team attack, starting with the Web Warrior immobilizing the horde with sticky webbing while the Ylissean Lord charges electricity into her blade, then charges forward with a roar while clearing the room with multiple consecutive spin attacks so they may be free to approach a set of grind rails up ahead.

"Wanna race?" Sonic challenged his angel friend.

"You're on!" Pit accepted, with the smash brothers grinding on the rails for their little race.

"Children, the both of you! This isn't the time to be fooling around!" Weiss scolded before rushing after them.

Monsters try impeding them on the rails, forcing an annoyed Weiss to shoot them down. Sonic and Pit are more focused racing each other to the finish, avoiding electrical obstacles and crouching to gain more grinding speed. The competitive duo are neck and neck, until Pit looks ahead and is surprised to see the rails lead to a large hole, "Wait! Is that a hole up there?!"

"Uh-oh!" Sonic exclaimed in shock.

BGM End

Screaming, the two fall through the hole and crash into a non-life-threatening flooded room, "Ooof!"

'Everything OK?' The concerned Palutena asked, just as the other heroes caught up with their friends.

"It just surprised us." Pit said while standing back up.

"GRAAAAAAAAAAARGH!" Which was suddenly roared by a new foe that terrifies the young heroes.

BGM-Marvel Ultimate Alliance 3 OST-Planet in Peril

The dimensional defenders find themselves confronted by a giant blue-skinned tribal warrior with menacing red eyes and a unique affinity for cold as evident by his massive ice club that he uses to nearly slam the heroes to paste. "THAT TOO!" Pit exclaimed in terror, wondering who this new enemy is.

"Holy…That's a Frost Giant!" Spider-Man recognized the enemy type.

'From Jotunheim?! Shouldn't be surprising Loki called for a family reunion!' Palutena reacted in surprise as she didn't expect more enemies from the Asgardian Realms to invade her world.

"Not seeing a family resemblance. Dude was the tiny outcast." Sonic quipped, delivering a flying kick to the Frost Giant's stoic face which did nothing at all. He quickly backflips from its rampage before bouncing off his back calling out, "Spidey, you're up!"

"We need to get Frosty to chill out! Talk some sense into your cousin, Frost Queen!" Spidey joked around while swinging around the icy warrior to distract him.

"Don't tempt me to burn you alive!" retorted Weiss, unleashing a fire beam from her rapier that weakens the Frost Giant, as well as enrage him into smacking her across the room with his giant club.

'Cool guy to hang out with, huh?' Thanatos mocked the wounded huntress.

"Enough with the puns…" Weiss frowned.

Pit takes on the Frost Giant next, equipping himself with the Crusher Arm weapon to barely catch his ice club and keeping him at bay for Lucina and Sonic to assault until all three are ice-blasted to the wall. 'Spidey, I think it's time to start your divine training!' Palutena announced, starting to worry of their chances against the Frost Giant.

"Right now?! You mad, ma'am?!" Spidey quipped, while his webbing only enrages his foe into blasting ice at the webslinger.

'No time like the present during a life-and-death situation!' snarked Palutena, as her spider-student collapses to the ground after his webbing was snapped frozen. 'Concentrate and transform body parts into those of a spider to enhance your attack power!' She instructed, while Spidey narrowly backflips from a deathly ice club slam. 'Now! Spider Fang!' She shouted at him to perform quickly.

Harnessing a portion of The Other's power, Spidey projects numerous spines of surprising length from his forearm, resembling a long spiky arm spear that stabs the Frost Giant in the chest. This monstrous blow staggers the Jotun, stunning him long enough for a combined fiery blow from Pit and Weiss to defeat him.

BGM End

"Neat trick! Frosty sure wasn't expecting it!" Sonic complimented his friend's new power.

"Didn't know I could do that with The Other. What else can I do?" Spidey asked while retracting his spiky arm back to normal.

'Let's put you in more danger to find out.' Palutena quipped with an eager smile.

BGM-Sonic 3D Blast (Genesis) OST-Diamond Dust Zone (Act 1)

Continuing their new venture, the heroes proceed through the palace and wind up back in the lobby where a new path for them to take has appeared. They run into a room with an icy floor that most find slippery. "Whoa whoa whoa! Easy! It's, uh…slippery!" Lucina exclaimed, humorously trying to balance herself on the ice.

'Hoo hoo! Isn't staking just delightful?' Thanatos chuckled.

"Hate to agree!" smiled Weiss, having fun doing jumping pirouettes and skating on the ice.

'I wish MY domain had a skating rink.' Palutena remarked with envy.

"Yeah, it's really…great." Pit grimaced while sliding on his annoyed belly.

Quickly after, they reach an elevator. "An elevator! Well, that's convenient." Spidey commented.

"Going up." Sonic smiled, giving a thumbs up as the elevator ascends.

'Now approaching…the second floor.' Palutena joked upon the elevator reaching that level.

"This play-by-play really isn't necessary." Pit snarked.

"Then put on the elevator music." Sonic teased out a smirk at the annoyed angel.

'Now approaching…the third floor.' Thanatos announced, joining in on the fun. Too bad for him, the heroes are ignoring him with dead silence, 'Are you all ignoring me?'

Shortly after the relaxing elevator ride, the heroes head down a bridge which collapses beneath them. "Gah!" The gang exclaimed in surprise as they fall down to a new pathway, with Weiss accidently falling onto Spidey.

"Shake it off and keep moving." Weiss teased, which causes the webslinger to groan in annoyance.

Afterwards, the party enter a room with enemies. And among them are two more Frost Giants that are hungry for their chilling destruction. "Oh goody, more Frost Giants. They really don't like us invading their vacation home." Spidey joked while dodging their mighty icy attacks.

'Then brighten up their mood with your Holy Webbing.' Palutena quipped out the name of his other new power, 'Mixed the light I gifted you with your webbing to produce a divine silk that is super effective against the forces of darkness. Charge it up and you'll have yourself a flashbang.'

Following her instructions, Spidey creates a web ball in his cupped hands while infusing it with golden light energy. "Say cheese!" He shouted at the Frost Giants, getting them to look at the divine web sphere that he blasts at them. The Holy Webbing then bursts, causing a blinding flash of light that distracts the Jotuns so the other heroes could defeat them with their strongest toppling attacks.

BGM End

"Lady Palutena's light and Spider-Man's spiderness! Couldn't ask for a better weird awesome combo!" Pit smiled on his new webbing

"Who would've thought a divine prank would be so helpful." Weiss commented.

"Guess there are benefits from having gods and monsters curse my soul." Spidey quipped.

BGM-Sonic Unleashed OST-Cool Edge (Night)

With no more enemies to bother them for a while, the multiversal heroes jump onto a platform that begins moving over a bottomless pit through a hazardous corridor. "What's this?" Sonic questioned.

'Looks like a moving platform. Stay on it.' Palutena advised.

'Let me jazz things for you a smidge. We do have to keep things interesting! Hoo hoo hoo! Keep on trooping, little troopers!' Thanatos mocked them.

"This is curious…" Lucina pondered with folded arms, looking puzzled by a thought that's been bothering her since they arrived in the Seafloor Palace.

'About what?' Thanatos questioned.

"About you." Lucina responded.

'About me?'

"You are the god of death of this land, yes? And yet Medusa is the ruler of the land of the dead. You are second-in-command, but I find it hard to believe that someone with your divinity does not outrank her. Why is that?" Lucina asked a very good question that got her friends equally curious.

'That is a VERY good question. Care to answer, Thanatos?' Palutena remarked, having had similar suspicions.

'I'm not really interested in climbing the corporate ladder. You wouldn't believe the amount of overtime you have to put in. Plus, that sort of strict hierarchy isn't the Underworld style.' Thanatos claimed.

'You're avoiding our question.' Palutena responded.

'What was that? You seem to be cutting out! La la laaaaa la! I can't heeeear you!' Thanatos retorted, acting very irritating, and very secretive to the ears of Lucina.

"He is hiding something." Lucina believed.

"You sure? It's hard to get a good read on him…I can't tell if he's weird or just dim." Pit quipped.

"We underestimated Loki and Pandora and look what happened. Some of these gods may act goofy, but they are still the gods that are terrorizing mankind as we speak. We must practice caution, and keep a lookout for anything or anyone suspicious in the shadows." lectured Lucina, having a bad feeling that there is a shadowy divine threat pulling everyone's strings in the dark.

'A-wa-wa-wa-wa-wa-wa.' Thanatos hollered to be annoying again.

It won't be long until they confront the death god himself. The heroes head into another room that is swiftly being swarmed with powerful enemies that includes Dark Elves and Frost Giants. Just the sign they needed to see and learn that they near Thanatos. 'Thanatos should be in the next room over.' Palutena announced.

"Oh, goody! Then do let us get to the fisticuffing!" Pit quipped with a chuckling humorous voice.

"Some more dummies to test your new powers!" Sonic smirked while sliding under a Frost Giant's club swing.

"Alright!" Spidey quipped while punching back monsters. Dark Elves start rushing at the Wallcrawler with fearsome blows that pushes him to counter with Holy Webbing, ensnaring many with a divine silk that weakens them for an explosive charged shot from Pit's cannon weapon. Underworld Troops try, and fail, to ambush the spider with the tingling sixth sense and the Spider Fang that transforms a hand into a large spiny spinning claw that smacks them into being finished by Lucina. One Frost Giant gets the drop on Spidey and smacks him aside. The Webslinger quickly recovers, countering another club swing by webbing his weapon stuck to the ground. After Sonic stuns him with quick attacks, and Weiss burns him alive with a powerful fire blast from beneath his feet, Spidey finally topples the giant warrior with a slamming web hammer to his face.

BGM End

"Get ready! Death awaits us!" Spidey rallied his team for their showdown with Thanatos like a boss that knows his words are confusing when taken out of context.

Thanatos's Throne Room.

Pit and the Avengers rush into the boss room, where they find Thanatos, the genie-like God of Death, lazily floating above his throne. "Oooah! I must have dozed off there." He joked, standing up and stretching, "Hooah. Waiting around is such exhausting work!"

"Heroes always arrive late on the scene!" Pit retorted, with the dimensional heroes striking an imposing pose at the demon god.

"And villains love to cheat with a Norn Stone of Brilliance!" Thanatos quipped, revealing in his possession a green Super Norn Stone that he immediately harnesses for a demonic green aura that boosts his divine power tremendously in time for their epic showdown.

BGM-Kid Icarus: Uprising OST-Boss Fight 1

The God of Death was bored with his 9-to-5 guiding the souls of living to their final resting place, so he hopes killing these heroic interlopers will bring a joy to his dark heart. His Super Norn Stone gave him an incredible boost of speed that he uses to blitz the heroes with explosive energy beams from his branchy shoulders. He laughs cockily, leaving himself wide open for a sudden kick from Sonic that knocks him into a wall to be fiercely spin-drilled into before repelling the blue blur. Suddenly, Spidey web-slams the god to the ground that swiftly transitions to a Web Strike to his stomach, launching him to Sonic so the two could knock him around for a high-speed moment before Thanatos counters their combo with a powerful energy blast. Weiss begins clashing with the death god herself, and while she's keeping him at bay, Pit jumps onto and strikes the god from behind before Lucina slashes him aback with a heavy blow.

'Thanatos is a skilled chameleon. Don't be surprised if he changes into a spider or scorpion or cockroach or tick... Or a moth or lizard or leech or tapeworm or centipede or bat or snake or...cat.' Palutena advised the heroes amidst their fierce battle.

"But a cat...would be kind of cute, right?" Pit responded while shooting at the extremely durable god.

"Ask Spidey. He's dated cats." Sonic quipped while narrowly dodging an energy blast resembling a demonic face.

"They're cute, and more deadly than the god of death!" quipped Spidey, before being fiercely grabbed and slammed by Thanatos. Spider and God are caught in each other's fearsome grasp and struggle to overpower the other, until Spidey shouts, "Icarus!", prompting Pit to shoot Thanatos's back so his friend could overpower the god with spiny punches, then Lucina impale him with a charging sword stab, and lastly Sonic knocks him down with a cyclonic kick.

"I'm tempted to reach for my book of snappy comebacks, but... Maybe I should just show you? And a one, and a two... And a ONE, TWO, THREEE!" And with his signature shape-shifting powers, Thanatos transforms himself into an urn.

"He turned into an urn?" Weiss reacted with confusion.

"I'm just going to catch a few z's here." Thanatos quipped, casually ignoring Pit's arrows as his urn form is invulnerable, "By the way, your attacks are useless."

"There's gotta be some way to hurt him." Spidey wondered. While he thinks of a plan, Urn Thanatos starts attacking by deploying red and white skills onto the battlefield. The red skulls are explosive, blowing away Sonic and Pit. And while the white skulls do knock back Spidey and Weiss, they didn't explode, which gives the webhead an idea. "This will do the trick." He muttered, deflecting the white skulls back at the death urn.

Sudden damage to his urn form forces Thanatos to switch tactics alongside transformation, transforming himself into a fluttering bat that incorrectly screechs, "Keee keee!"

"That's not even what a bat sounds like!" Pit criticized.

"Woop woop woop woop woop!" Bat Thanatos screeched again, alongside firing bat-shaped projectiles at his enemies.

"And neither is that! This is getting really annoying really fast!" The scowling Sonic goes for an attack, which is countered by Thanatos splitting off into an enormous swarm of bats that quickly set upon the hedgehog, forcing him to retreat until Weiss conjures a tornado that forces to bat to join together again so Sonic could plant him into the ground with a brutal stomp.

As Lucina goes for the roaring kill, Thanatos transforms into a large sword accompanied by spears that all clash intensely with her mystical blade. "Slicety slice! Dicety dice! Stabbity stab stab stab stab!" Thanatos sang delightedly.

"No need to sound so gleeful!" Lucina snarked. Just as she's about to be overpowered, Pit sends his Guardian Orbitars protect the princess and deflect the god's slashes, allowing Spidey to web away the spears so Lucina could deliver a ferocious strike on Sword Thanatos.

That last blow really hurt, forcing the death god to transform into a nesting doll to rest. "What's this?!" Lucina wondered.

'It looks like he turned into a doll.' Palutena replied.

"Less scary than Tails Doll." Sonic shivered in fear from the thought of that creepy doll.

Curious, Pit shoots at Doll Thanatos, which pops open to reveal a smaller doll, "There's something inside of the doll!"

"Wait…Inside Thanatos…is a mini Thanatos? I wonder if they sell these in the gift shop." Spidey quipped, before being forced to dodge the dolls' bouncy rampage, "I'll find out later! Keep attacking 'til he's out of dolls!"

The heroes comply, attacking the dolls that keep spawning smaller versions of themselves. They continue with this plan until the smallest doll spawns a tiny Thanatos for Pit to exclaim, "Ah ha! There he is!", whilst striking him with a powerful blow.

Thanatos is on his last legs, he can feel it. The God of Death is close to death, so to save himself, he performs one last transformation in the form of a giant green hovering foot that earns weird looks from his enemies. "A foot?" Spidey raised a confused eyebrow.

Palutena quips, 'Really, how much harm could-?'

"Ever heard of athlete's foot?!" Thanatos cut her off with some snark.

"Uh oh." Spidey retorted, now worried as Foot Thanatos hover towards him. A narrow web-retreat saved him from being squashed, but failed to save him from being kicked then stomped. His spider-strength doesn't fare any better, struggling to lift the giant foot and free himself to no avail as Thanatos crushes him.

"Spidey!" Pit shouted in grave concern for his friend.

"Booyah! Bug squashed!" Thanatos boasted his seeming victory over the arachnid.

"And Spider STING!" Mumbled underneath is Spidey, protruding sharp body spines that poke and repel Foot Thanatos, forcing him back to his normal form while yelling in bloody pain from the spines. "You need to buy yourself some foot ointment! Might I recommend a Holy Ultimate Web Throw?" The Web Warrior leaps backward into the air to ensnare the death god within a massive golden web ball, swinging him around in overhead circles several times before devastatingly slamming him into the ground that he just cratered.

Thanatos is weak and is about to suffer a fearsome defeat by the hands of mortals. Lucina impales him with her sword, hurling him away so Weiss could land some quick strikes, then Pit exclaims, "Crushing victory!", whilst kicking the god upward, where Sonic awaits to deliver the finishing blow.

"Crushing defeat!" Thanatos muttered in fear, powerless against the Blue Blur's decimating axe kick that finally takes him down for the count.

BGM End

Deathly defeated, Thanatos begins spinning in place yelling out, "Fareweeeeeelll!", before disappearing into the unknown. What was left of him is his Norn Stone of Brilliance and the Underworld Key, the latter resembling a purple gem with the Underworld Army insignia in its center.

"Did we just kill death?" Weiss questioned nonchalantly.

"That is a fair question." Lucina responded, unsure if Thanatos is dead.

"As long as he's not around to use this." Sonic smiled whilst swiping the Super Norn Stone off the ground for later usage.

"I'm assuming this gem is our ticket to the Underworld?" asked Spidey, watching Pit pick up the key and observe it.

'Yup. The Underworld Key.' Palutena answered.

"And we just have…to hold it?" Pit questioned.

'More or less.' Palutena replied, shining her light down over the victorious heroes, 'But first, we have to get you all geared up for the final battle.' And after Pit tosses the key into the air and catches it, the heroes are whisked back to Skyworld as the final battle with the dark gods nears.

BGM-Kid Icarus: Uprising OST-Solo Menu

KFX Here: In addition to Beast Out, Spider-Man has learned two new moves for this story: Spider Fang and Holy Webbing. Don't worry, the rest of the heroes will obtain their own god power very soon. You'll love 'em.

Braewriter of Rewriting: Yes! New Goblin in this story was pulled from the Sam Raimi Spider-Man Trilogy. Continue reading for clarifications.

Next Time: Reclaim the Sacred Treasures! Guest Stars: The Guardians of the Galaxy!

Please leave a review that'll tell me what you thought of this chapter! What did you like? What didn't you like? Would really appreciate the feedback.

Attention fellow Omega Flight Agents! I have downloaded the newest Marvel mobile game, Marvel Future Revolution, and I'm having a blast so far! If you also have the game, feel free to send a friend request to "KingFrancisX" and join my alliance under the name "UnitedHeroes" so we may have fun together! I'm usually in the "Sakaar 1" server room!

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

BGM End