BGM-Sonic Generations OST-Options Menu

Sonic: I'm Sonic. Sonic the Hedgehog. Checked out the Chemical Plant to beat another of Spidey's baddies. He called himself The Lizard and was planning to turn everyone into raging reptiles. He said he was recruited by that dark monster that trapped us here. Why? What does it want? I'll keep running 'til I find the truth!

BGM End

Issue 3: The Night to Relive a Nightmare

Manhattan, White Space.

"HELLOOOOO! ANYBODY HOME?! RUBY! DADDY! ZWEI! YOUR FAVORITE GIRL YANG IS LOST IN THE MIDDLE OF A DESERTED COLORLESS CITY!" Kid Yang shouted for someone to hear her call. Unfortunately, the time-displaced blonde is lost in the colorless Upper West Side district. She passes by the Eagles and Prey Statue landmark, sighing at the civilian statues before commenting, "What happened to everyone? Doesn't look like I'm at Patch or Vale. I don't think I'm on Remnant anymore. Never imagined this is what alien planets look like. They looked so much more colorful in the cartoons." Her witty face then falls to a worried frown, "I sure hope Ruby is okay. The last time I dragged her into danger, she was almost killed. Doesn't look like Uncle Qrow will be coming to the rescue anytime soon…" Refusing to lose hope however, Yang claps her cheeks and focus, "Be brave, Yang. Your little sis is counting on you to find her and you will. Just think of this as an adventure."

BGM-Sonic and the Black Knight OST-Nimue: Lady of the Lake

Kid Yang's search for her sister brings her to a Time Gateway resembling a series of floating ancient ruins that is just as white as everything else in the district. All the people around the area are obviously petrified, except for one. A beautiful teenaged girl with gorgeous blond hair and likes wearing a sea green overcoat. She is not a statue like the countless others beside her and is taking advantage of this miracle by analyzing the statues with her modified cellphone.

"Hey! You're the first non-statue person I've met all day." shouted Yang, earning the teenager's surprised attention as she sees her running to her.

"Uh, likewise. Didn't think a kid survived all this." The Mysterious Blond remarked.

"Can you help me please? I'm trying to find my little sister. Small, black hair, wears a red caped jacket, super adorable. Some huge monster separated us and I know she's here somewhere." Yang pleads for her help.

"If she's here, she's probably a statue like my friend Harry here." said the Mysterious Blond, gesturing to Harry Osborn standing petrified alongside Knuckles, Adult Weiss, and Mega Man X.

"Who?" Yang responded in confusion.

"My classmate from high school."

"What's a high school?"

Examining the colorless Osborn further, the Mystery Blond remarks, "Although he seems older somehow. By about two years perhaps? Strange."

"Do you know what's going on? Like, what the heck is that portal thing over there?" Yang points to the local Time Hole.

"I'm still amid research with limited equipment. From what I've gathered, we're stuck in a spacetime anomaly that drained the life out of the city. And that 'portal thing' you're referring to is a rift in the spacetime continuum that I theorize leads to different points across space and time." The Mystery Blond explained.

"That is completely confusing. You sure are smart." Yang quipped, looking humorously confused more than she was before.

"Thank you. I'm studying to become a scientist." The Mystery Blond smiled.

"Let's try it out!" Yang excitedly suggested.

"What?" The Mystery Blond remarked, now looking like the confused girl.

"The rift thingy! I want to explore it!" Yang retorted, sporting an adventurous smile.

"But that's dangerous! Sure it's stable, but we don't know what we might encounter on the other side!" The Mystery Blond warned the little girl.

"Beats standing here doing boring! My sister's in trouble and your friend needs help and we're the only two around that can save them! Maybe there's someone on the other side that can help us! Someone like my dad!" Yang argued.

"Your dad? What is he like?" The curious Blond asked.

"Only one of the best huntsmen in the kingdom!" Yang grinned proudly.

"Huntsmen? Are they like…police officers?" The Blond questioned again.

"Just more awesome!" Yang expressed.

"Is that so…?" The Mystery Blond mutters out a nostalgic smile as she makes her decision, "Alright, we can check it out. It's not every day scientists investigate dimensional portals."

"YES! Thanks!" Yang retorted as she happily hugs her new friend.

"Mind introducing yourself first before we go?" The Blond asked kindly.

"Oh right, sorry. My name is Yang Xiao Long. Nice to meet you." She introduced herself, politely shaking the hand of her fellow blond.

"My name is Gwen Stacy. Nice to meet you too." The young scientist schooler Gwen Stacy then introduced herself, before the two blonde friends venture through the Time Hole together.

BGM End

Elsewhere…

BGM-Sonic X OST-Battle

Thugs just robbed a bank and are making a break for their getaway car. With most of the city still lifeless, there aren't many people that can stop their crime spree. "FREEZE!" One survivor being Captain Yuri Watanabe of the NYPD, being eager as ever to defend her city as she threatens the robbers with her gun, "Put your hands in the air if you don't want me to shoot 'em there!"

All but one robber was frightened enough to surrender while the remaining guy attempts to flee with the goods. "I'll take my chances!" The robber said.

Yuri fires her pistol, but none of her relentless shots land on the runner. Thankfully she receives some superhero backup in the nick of time, starring Modern Sonic surprising the robber with a slide kick. "Sorry! My legs slipped!" Sonic smirked.

Right after the thug was tripped into the air, the Amazing Spider-Man appears to web him upside down from a streetlight. "Excuse me. I seemed to have lost control of my webbing. It'll dissolve in like an hour or two." Spider-Man joked.

BGM End

"Glad you two are finding fun in this void." Yuri snarked at the heroes while arresting the robbers.

"We were just passing by to restore the next district. Didn't mean to trample on your adventures, Yuri." Spidey quipped.

BGM-Sonic Generations OST-Hub: General

"I'll have plenty of other chances." said Yuri, escorting the crooks to her police car. "With the city slowly being restored, so are the criminals. They're using this chance to loot the place and I'm short on manpower to stop them. Any way you can call for backup?" She informed the two of other problems happening across town.

"I've tried contacting SHIELD and other Avengers. Besides the few that are in town and not garden gnomes, we're on our own." Spidey told the police captain.

"Damn." Watanabe cursed with annoyance at their current predicament.

"We'll restore the city as fast as we can to get back your men. Til then, you can rely on our friends to help." Sonic assured her.

"Thanks. I'm gonna need it." Yuri replied. But before she leaves in her car, the police captain has one last thing she wants to ask them, "By the way, were you two at a casino?"

"No. What makes you say that?" The confused Sonic questioned.

"Heard talk of a Spider-Man and Sonic exiting a 'Casino Night' recently. But that Spidey's costume was blue. Or was it black? They didn't sound sure." Yuri informed them.

"Probably some kids using our likeness for good luck in gambling. Course if they wanna stay lucky they should take off the Spidey suit." Sonic quipped, teasing his unlucky spider-friend.

"At least I'm OLD enough to gamble, in some countries!" Peter retorted angrily. "Thanks for the tip, Yuri. We'll keep an eye out for any cosplayers. Take care of yourself." He said before the heroes and captain go their separate ways; unaware they were discussing about Team 2099.

"It's great to have some police that doesn't want to shoot me on sight. People I can call friends in the force. Yuri. DeWolff. Stacy…" said Spidey, sparking a conversation with Sonic as the two head for the Upper West Side district to restore it back to life.

"Stacy?" Sonic questioned with curiosity.

"Captain George Stacy. He was the first in the police to trust me and was a very good friend. We helped each other out on several cases. One of the bravest men I ever knew, who sacrificed his own life to save a kid during one of my fights with Doc Ock. He even knew my secret identity." Spidey elaborated, solemnly reminiscing his adventures with the deceased police captain.

"Sounds like he was a good man. Would've loved to meet 'im." Sonic smiled solemnly.

"Let's not make it soon. We still have his city to save." Spidey quipped.

BGM End

BGM-Sonic Generations OST-Hub: Sky Sanctuary

Wasn't long until the multiversal marvels arrived at the Upper West Side district. The same district that Gwen and Kid Yang were at not too long ago before they entered the Gateway. "Is this ringing any bells?" Spidey asked his friend about this Sky Sanctuary Gateway, having deduced Sonic's memories are connected to these Zones they have been visiting.

"Not yet. But I do recognize the Knucklehead and Ice Queen guarding it." Sonic quipped, noticing the petrified Knuckles and Weiss nearby.

"X and Harry are here too." Spidey noticed their statues as well, "I feel so bad for Harry. First he died, then came back to life, and now he's stuck inbetween. Being an Osborn sure isn't easy."

"We'll save him like we did the others." Sonic assured him, "We can have Oscorp help the city stop the crime spree while we do our thing. Har could use the publicity."

"You're right. Let's go do our hero thing!" Spidey retorted, as the Dimensional Avengers jump into the Time Hole to begin exploring the next Zone.

BGM End

Sky Sanctuary Zone.

BGM-Sonic Generations OST-Sky Sanctuary: Act 1

The Dimensional Avengers found themselves emerging from the Time Hole and appearing on an ancient aerial temple that looks ready to collapse at any moment. Regardless, it doesn't distract the heroes from marveling at this magnificent Zone they are just eager to explore. "Whoa! We're way up high! And this view is breathtaking! Is this heaven?" Amazing Spider-Man expressed his astonishment.

"No, it was, uh…" Modern Sonic grunts in frustration as he's unable to remember the name of this Zone, "I'm having trouble remembering! I know this place, just like the others. All these floating ruins! What the heck is going on?"

Suddenly, Peter's Spider-Sense tingles as he notices the incoming danger, "Think about it later! We have trouble!"

Both heroes look to the side to find a massively intimidating egg-shaped fortress ascending from the clouds below. "The Death Egg! Now that's a thing I'll never forget! Let's try catching up to it!" Sonic scowled as they race toward the gigantic orbital station.

The duo begins their trek through the Sky Sanctuary as they are forced to jump from platform to platform, climbing up the Zone and chasing the ascending Death Egg before it rises too high into orbit. The giant Egg won't make their adventure easy as it's deploying numerous Eggrobos to challenge the heroes. These Badniks were created to be among the best of the horde, sporting designs based on their egg-shaped creator. Some are firing energy beams from their pistols at Sonic, who counters their blasts with high-speed attacks. He quickly rides a Spinning Top that is under threat by an Eggrobo and intercepts its blow by crashing the floating top at it. Spidey is taking it easy, bouncing off clouds whilst webbing up Badniks. He soon rides a Pole Elevator taking him to another level where Eggrobos nearly ambush him before he demolishes them with some Web Strike Throws.

"If the last two Zones are any indication, one of my enemies should be here guarding a key. Defeating them seem to be the only way to restore the district to normal." Spidey claimed amidst their climb.

"Haven't run into any other goon beside Badniks." Sonic noted. Just then, he spots a commotion happening not far from them, "Huh? What's going on over there?"

Eggrobos are causing a ruckus at some ruins occupied by Gwen and Kid Yang. They target the girls fleeing for safety, with Yang quipping, "This isn't the help we were searching for!"

"Over here!" Gwen discovers a sturdy cover spot for them to hide behind. It's not stopping the Badniks from trying to blow it to kingdom come, forcing Yang to bravely grab a rock and throw it hard enough to give an Eggrobo a humorous concussion. "Stop that! You'll get yourself killed!" Gwen scolds the reckless child.

"We gotta do something!" Yang argued.

"Let me think!" Gwen said.

"Think faster!" Yang retorted, noticing their cover won't last for another few moments.

BGM End

Lucky for them, the Dimensional Avengers came to their rescue in a blink of an eye. The Eggrobos were reduced to scattered scrap by their blitzing blows, and while Spidey makes sure they are in the clear, Sonic says to the girls, "You're safe now. You can come out."

Kid Yang adorably peeps out from her cover spot retorting, "We can? Sweet!", before walking out and greeting her saviors with a smile.

"Wha-Yang?! Don't tell me you shrunk too?" Sonic exclaimed, with he and Peter surprised to be meeting with their friend's child counterpart.

"What's that supposed to mean? And how do you know my name?" The annoyed Yang retorted.

"We're friends with your little sister. She sent us to find you." Sonic answered.

"You found Ruby? Is she okay?! Where is she?!" Yang immediately asked with great concern.

"Don't worry, she's safe back in the city. You'll reunite with her soon." Spider-Man assured the blonde child.

"That voice…" Upon recognizing that familiar voice, Gwen finally steps away from her hiding spot to greet the heroes, especially, "Spider-Man?"

BGM-Tekken 5 OST- Destined Interlude ~ Sad Conclusion

The instant Spidey's eyes lock on Gwen's, he gasps himself into a frozen state. He just couldn't believe who he is staring at. This beautiful girl that is standing before him. He knows her all too well from the bottom of his heart. Yet he's at a loss for words, because the last time they met, things ended tragically between them. "…G…G…Gwen? It can't be…Gwen Stacy, is that really you?" He asked with great shock and disbelief.

Confused, Gwen simply remarks, "What do you mean by that? Of course it's me. And you sound like Spider-Man. Seems like you found the decency to upgrade your costume.", while making note of his Advanced Suit.

"How are you…Why…?" Again Spider-Man is at a loss for words, struggling to wonder how she can possibly be here amongst the living.

"Am I here? Same reason as you, I suppose. Been studying this spacetime to figure out why we're all trapped here." Gwen answered, which doesn't entirely answer his question.

"You know these two, Gwen?" Kid Yang asked her new friend.

"I don't know the hedgehog, but I do know Spider-Man, unfortunately. He's nothing but a menace." Gwen frowned, which hurts Peter's feelings.

"You've been reading too many of the Bugle's papers. Spidey's a hero. He just saved you." Sonic quipped, defending his friend from her accusations.

"Did he save my father?" Gwen retorted coldly, silencing the hedgehog.

Spidey calmly tries to argue, "Gwen…It was an accident. I tried to save him-."

"I don't want to hear it!" Gwen angrily cuts him off, "Just stay away from me!", which hurts his feelings even more.

"Can't do that, kid. You're in dangerous territory and we're the only ones that can get you out safely." Sonic argued.

"Fine. Feel like I can trust you more than him." Gwen reluctantly accepts their help, shooting a stern glance at the sadden Spider, "We need to keep moving before those robots send reinforcements."

"Smart idea. You go on ahead." Sonic smiled.

The girls then leave, giving the boys some privacy to discuss a serious topic that needs addressing immediately. "So that was your ex, huh? A lot feistier than I thought." Sonic joked, revealing Gwen used to be Peter's girlfriend.

Spidey retorts, "I don't know how she's alive! Can't tell if she's from another dimension or another clone or…", only to shut himself up for a bit upon starting to believe they have been traveling through time. "…Whatever is going on, her hate for me is real." He said somberly.

"She blames you for the death of her dad. That wouldn't happen to be…" Sonic remarked.

"Captain George Stacy." Spidey stated grimly.

"Thought so." Sonic recalled their earlier conversation in the city, "And does she know your secret identity?"

"No. I wanted to tell her, but when her dad died, it just made things complicated between us. Gwen loved Peter Parker and hated Spider-Man. If…Maybe if I saved her from Green Goblin, then…maybe I would've told her the truth. I dunno." Spidey said.

"Well, there's your second chance." Sonic gestured to the nearby Gwen studying the ancient ruins.

Spidey looks at his ex, wondering if he should tell her the truth about himself. He solemnly answers, "…No. Not yet. Not until I figure out what exactly is going on. I promised her dad that I would protect her, but I let him down. But…if the universe really is giving me another chance to correct one of my greatest failures, then I'll do everything in my power to keep Gwen safe this time!" He declared, vowing with a stern clenched fist to protect his former love.

BGM End

Meanwhile at Mushroom Hill Zone…

BGM-Sonic Generations (3DS) OST-Mushroom Hill: Act 1

"Take this seriously. This isn't the time to be goofing off." said Spider-Man 2099, scolding Classic Sonic's antics in this forest filled with huge mushrooms.

"Lighten up. How often do you get to use Mushroom Hill as a bouncy house?" Classic Sonic quipped, having fun on the bouncy mushrooms.

Together with Kid Weiss, Team 2099 travel through Mushroom Hill in their continued search for the Time-Eating Monster. This Zone is filled with obstacles under trees that are being shined through by a summer sunlight. Miguel takes this moment to inspect a giant mushroom and comments, "Never seen mushrooms this big before. So unnatural yet natural in this forest. This world you come from makes no sense."

"Um…"

"Hm?" Miguel muttered upon noticing Kid Weiss shyly twiddling with her fingers together.

"Nevermind." Kid Weiss shakes her head, too nervous to speak her mind.

"Do you want to play on the mushroom?" Miguel realized what she wanted to say. And like any good father figure, he picks her saying, "Alright. Up you go. Just don't take long.", and gently places her on a giant mushroom to play with.

Weiss follows Sonic's example and starts bouncing up and down on her mushroom. She started off slow with a perplexed expression but quickly gets the hang of it, smiling and laughing while having tons of bouncy fun that makes Miguel smile behind his stern mask, "This…This is fun!"

"Right?" Sonic shared her adorable smile.

"Yeah! Father would never buy something like this for me!" Weiss replied.

"Sounds like you have a strict dad. I know the feeling." Miguel sympathized, as his father is his greatest enemy.

"Better to search for fun than just buying it. What do you call adventurers in your world?" Sonic asked the young heiress.

"Huntsmen." Weiss answered.

"Yeah, be one of those!" Sonic recommended.

"That's the plan!" Weiss smiled.

BGM End

While the heroic trio are goofing off, they don't pay attention to two new arrivals approaching them from the air. One of them is a two-tailed fox looking familiarly classic, and the other is a human-looking girl with short black hair and odd cat-like ears. "I see someone. Is that the blue hedgehog you were talking about?" The catkid asked, while being carried by the flying fox.

"Yeah, that's him! SONIC!" The smiling fox shouted.

BGM-Sonic Generations OST-Cutscene 2

Sonic stops bouncing the second he heard the voice of his best friend. "Tails! Nice to see ya, buddy!" He happily greets Tails, more specifically Classic Tails, upon his landing.

"I've been so worried! I've been searching everywhere for you ever since that weird monster attacked Green Hill!" Classic Tails said, embracing his big brother figure with a hug.

"Why? Didn't we just meet at that park?" Sonic responded with confusion.

"What park? I don't remember seeing you at any park." Tails replied with truthful confusion.

"Weird. Could've sworn that was you." Sonic expressed, not realizing yet that was Modern Tails he met earlier. However, he does notice the catgirl standing next to his friend and immediately teases him about it, "Who's she? Did you get a girlfriend behind my back?"

Embarrassedly, Tails retorts, "N-N-No! She's a new friend I made here! She said she was lost and I've been trying to help her get back to her home in an island called Menagerie. Get this, she's from another dimension!"

"Hello. My name is Blake Belladonna. I'm from Remnant." Kid Blake politely introduced herself to the heroes.

"So you're from the same world as Weiss here. Nice to meet you. I'm Spider-Man." Miguel greeted the new kid.

"Spider-Man? Are you a Faunus?" Blake asked.

"No. But a lab accident did give me spider-powers, so I guess you can say I turned myself into a Faunus." Miguel answered, before noticing her cat ears to ask, "What about you? Those cat ears seem natural."

"Um…" muttered Blake, hesitant to reveal her true heritage to human strangers.

"You are, aren't you? You're one of those dirty Faunus!" Weiss retorted, angrily discriminating the catgirl.

"Y-Yes…" Blake answered sadly.

"That ain't nice, Ice Princess! Don't be mean to people just cuz they're different!" Sonic argued, once again butting heads with the heiress.

"Stop calling me that! I'm a HEIRESS!" Weiss scowled at his face.

"Same snotty difference!" Sonic snarked.

Blake sadly groans, "Just my luck to run into the Schnee Heiress. Guess what I read about black cats in the stories are true…"

"It's okay. She'll understand. People used to bully me about my two tails until I made friends." Tails smiled to comfort his faunus friend.

BGM End

BGM-Super Dragon Ball Heroes OST-Assault

All of a sudden, Miguel shouts, "GET DOWN!", upon his Accelerated Vision senses a dangerous presence approaching. It is The Hound lunging from nowhere, having decided to hunt down this group of multiversal heroes. Spidey 2099 quickly carries Weiss to safety while Sonic avoids being pounced. Just as Tails pushes Blake away, the Hound pounces the poor fox into unconsciousness.

"Tails!" Sonic shouted with panicked concern for his friend.

The Hound howls before doing something horrifically new. Its body twitches, morphing and pulsing to assume a bipedal humanoid form in order to lift and hold the unconscious Tails with one hand. Spidey launches a Web Strike at it, only to immediately leap out of the way when the Hound puts Tails forward in his direction. The strange Grimm then grabs Miguel by the face and throws him through trees. Sonic prepares to charge in as well, but the Hound showcases its intellect again by using Tails as its shield.

"Wait! It's using Tails as a shield." Kid Blake informed the hedgehog.

"But Grimm aren't that smart." Kid Weiss noted its ingenuity.

"Give my buddy back, you stupid dog!" Sonic demanded from the Grimm.

In response, it shifts some of its neck innards before saying, "No."

That response threw the Remnant kids into a state of utter shock and bewilderment as Grimm were never know to say a word. Spidey could care less about a talking mutt as he webs its face to make it easier to claw its arm with the surprise force to have it drop Tails into his arms, allowing Sonic to smash it deeper into the forest with a brutal Spin Dash. "You're going to be okay." Miguel assured the awakening fox.

"Thanks…" Tails grunted, being left in the kids' care as Spidey hurries to help Sonic defeat The Hound.

Despite losing its hostage, The Humanoid Hound continues to give Sonic a tough time. What it lacks in speed, compared to the Blue Blur, it makes up for it with raw strength. Its durable body shrugs off his rapid assault of Spin Attacks, tanking them until it finds the right moment to attack him with a powerful claw slash. "It's reading my moves! Like it seen me fight before!" Sonic noted, unaware that his Modern counterpart did fight the Hound earlier.

"Interesting! Doubt it's any smarter than me!" Spidey snarked.

The Future Spider pops out his own talons to engage in a fierce clash with the Hound. The Grimm is already struggling as it thought this Spidey fights like his Amazing counterpart. But Miguel is faster, prefers to be quiet while being ruthless on his enemies. Even when it looks like the beast found an opening to exploit, Miguel tricked it into striking an Accelerated Decoy that his insane speed left behind, giving him time to infuse Spider Venom into his talons and viciously claw its back. That poisonous attack paralyzed it, preventing it from stopping Sonic's high-speed combo that ends with a powerful Spin Dash to the face that knocks it into defeat.

BGM End

"Sit! And if you are able to talk, then answer this: What do you want?" Miguel interrogated the defeated Hound.

"Play…and…kill…" The Hound spoke.

"You're in the wrong Zone for chew toys." Sonic snarked.

The Hound pauses, back to having its body pulsing and morphing again. Several cracks are heard as it twitches and howls. With a final, "RRAAAAAAARRRGH!", black ooze erupts from its back to reveal wings that allows it to retreat to the skies.

"It just took off. Never knew dogs could fly." Sonic joked.

BGM-Sonic Generations OST-Hub: General

"Are you two okay?" Classic Tails asked, just as he and the Remnant kids reunite with their victorious friends.

"Yup. What about you?" Classic Sonic responded to his little brother.

"Feeling better. Where did that monster go?" Tails asked another question.

"It flew away." Spidey answered.

"Never seen anything like that before." Kid Weiss proclaimed.

"Thought you called it a Grimm." Miguel recalled.

"Yeah, but I've never even knew Creatures of Grimm could be so adaptable." Weiss replied.

"Grimm are soulless monsters that simply hunger for destruction. But that…Hound was different. It seemed like it was hunting us, but why?" Kid Blake deduced.

"It probably works for that Spacetime Eater." Miguel presumed, "It's getting dangerous dragging you kids along. I need to hire a babysitter."

"What babysitter can protect us from that thing?! We'll be goners!" Weiss retorted.

"Guess that means you'll be sticking with us a little longer. That includes you, BB." Sonic said, accepting the faunus into their group.

"Are you sure? I don't want to cause any trouble." Blake frowned, willing to be alone to prevent future feuds with Weiss from endangering the mission.

Miguel crouches before the catgirl to cheer her up by saying, "The only ones causing trouble are the monsters that brought us here. I've fought my share of monsters, from lunatics in costumes to corporate jerks. I can easily tell you're nothing like them." He then stands up to address the rest of his group, "All of us need to stick together if we want to survive this, no matter what. Which means I want everyone to be on their best behavior! Think of this as, uh…field trip."

"Cool!" Tails smiled.

"You heard the bug. Be on your best behavior." Sonic teases the racist heiress, much to her annoyance.

"Can't wait to see you act like a gentleman." Weiss sassed, reluctantly allowing the faunus into their group.

"I can do that. Just hold tight." Sonic quips while quickly carrying the heiress in his arms.

"Wha-AAAAAAAAAH!" Before Weiss knew it, she is screaming her head off while being escorted through the rest of Mushroom hill at supersonic speeds, much to Miguel's nose-pinching annoyance and Blake's giggling amusement.

BGM End

Back at Sky Sanctuary Zone…

BGM-Sonic Generations OST-Sky Sanctuary: Act 2

"I'm sorry, you're saying there's a multiverse?" A shocked Gwen questioned while being carried throughout the Zone by Modern Sonic.

"Yup." Modern Sonic casually answered, while grinding down a rail.

"You are from a dimension called Mobius, and Yang is from a dimension called Remnant?" Gwen again questions what she's been told, pointing at Kid Yang who's having a blast being swung around by Amazing Spider-Man.

"Uh-huh." Sonic replied as nonchalantly as him homing attacking Eggrobos.

"String theory…Multidimensional reality…And matter displacement. All real?" Gwen queried.

"All true." Sonic said while using a Warp Point that warps them to a different area to speed through.

"Wow. I thought that was theoretical. This changes how we understand the initial singularity. We're talking about an eternal inflation system. How does that even work with all the quantum…? It's insane." Gwen expresses her ecstaticity about the multiverse being true that the rest of Team Amazing can't help but look at her with smiling exasperation. "Sorry. It's really cool." She apologized sheepishly.

"I can see why Pete likes you so much. You're both nerds." Sonic teased.

"You know Pete?" Gwen expresses her shock.

"Oh sure. He's my personal photographer whenever I'm vacationing in his world. Keeps confusing AC/DC for Led Zeppelin." Sonic quipped, much to Spidey's growling ire.

"How come I never saw you on the news?" The curious Gwen then asked.

"I'm a big fan of privacy." Sonic wisecracked.

"Is Peter okay? He and I are dating and I tend to worry whenever he goes off alone somewhere." Gwen asked, confusing the heroes as they are still unsure if she's from another dimension, a clone, or from the past somehow.

"He's fine. He worries about you too. I'll make sure you two see each other again safe and sound." Sonic promised solemnly.

"Thank you, Sonic." Gwen smiled.

BGM End

The group's journey takes them into an ancient floating building. Too ancient in fact that upon their entry, the building is already collapsing. "Place is collapsing! Let's hurry on out of here!" Amazing Spider-Man ordered. His acrobatic skills make it easy for him and Yang to escape. Sonic, however, tries running for the exit only for the floor to collapse and him and a screaming Gwen fall to a possible doom. "GWEN!" Peter shouted in horror, getting reminded of how Gwen died in his timeline.

Thankfully, Sonic has the situation under control while holding onto Gwen tight. He uses his superfast agility to bounce across the falling debris, climbing up the sky until the duo reunites with the other two at safe grounds. "Nailed it." Sonic smirked upon striking his cool landing pose.

"STOP BEING SO RECKLESS! You gotta be more careful when escorting people!" Spidey startles the hedgehog by angrily berating him.

"Sorry, sorry…" Sonic sheepishly apologized.

Trying to calm himself down, Peter sighs while turning to Gwen, "Are you doing okay, Gwen?"

"Worry about yourself! That's all you're ever good at!" Gwen retorted, giving the arachnid a cold glare that silents him for a moment before he groans and walks away with Yang depressed.

"She really doesn't like you." Kid Yang said, but Peter ignores her. "I think you're cool. Costume's a little weird, but you don't seem that bad of a guy. I can tell. Okay? Spideeeeey! Cheer up!" She tried cheering up the hero, but again she is ignored while she continues to follow him.

BGM-Project X Zone OST-Tear Drop

"You didn't have to be rude to him. He hates seeing you get hurt." Sonic scowls, berating Gwen for her treatment of his friend.

"Too late for that. I lost my father to that freak!" Gwen retorted.

"Spidey tried to SAVE him! You're smart enough to know that he would never endanger anyone! Not on purpose!" Sonic argued.

"Then he should've been more careful while he was fighting Doc Ock! Dad shouldn't have been there! He shouldn't have been too trusting of Spider-Man! I should've warned him! O-Or advised him to retire. He was getting old and supervillains kept showing up…It was only a matter of time and I just…I just…Why did he leave me…?" Gwen ranted with tears streaming down her eyes, clearly running on grief that has all but consumed her heart.

Noting her despair, Sonic decides to help her through it by being gentle and comforting. "…Your dad was a cop, right?" He calmly asked, in which she just nods at. "Being a cop comes with the responsibility to protect people, but it also comes with the risk of getting yourself hurt. Your dad knew that and still sacrificed himself to save a kid. That was his choice. No one else was at fault. Not you, not Spidey. Being a hero is a sacrifice. It's not fair but that's how life is. We have to learn to accept that. I'm sure your pops never wished to leave you alone, but he wouldn't want you to keep wallowing about the past. It's time to move on. Think about the people in your world that are still around to care about you. Live in happiness for them, and to honor those that have passed. Your dad will never be gone as long as you keep his memory alive within you." He said, which seems to be getting through to Gwen as she starts drying her tears.

BGM End

Soon after, the group found one of those golden Portal Gates that can transport people back to White Space. "There, a portal. That'll get you girls out of here." Spidey said, wanting to keep the girls out of danger.

"Aw man, but this was getting fun." Kid Yang complained.

"Sometimes adventures can be more dangerous than they are fun. 'Sides, you want to reunite with your sister, don't you?" Peter softly comforts the little girl.

"Yeah, but it's not often I go on crazy adventures." Yang frowned.

"You'll have plenty more of them once you're older and your hair catches on fire." Peter quipped.

"Why is that a requirement?" Yang raises a deadpan eyebrow at the last part he said.

BGM-Spider-Man: The Movie Game OST-The Green Goblin

Suddenly, pumpkin-looking bombs thrown from somewhere triggers his Spider-Sense at the last moment as Spidey shouts, "MOVE!"

The heroes leapt to safety just before those bombs could destroy them as they did the Portal Gate. "A sneak attack. Who tried to blow us up?" Sonic scowled.

"AHAHAHAHAHAHA!" Laughed by a supervillain that instantly sends ominous chills down Peter's spine, as his scowling heart knows all too well who it belongs to.

"I know that laugh anywhere…!" Spidey snarled.

Everyone turns around to spot an emerald elf flying down to them on his demonic glider. A man in a costume that is as crazy as his business ethics and is widely considered as Spider-Man's greatest enemy. "Long time no see, Spider-Man! Took you long enough to get here! I was beginning to wonder if those robots blew you up!" He smiles psychotically at his arch-nemesis.

"Green Goblin!" Spidey recognized his iconic foe.

"Goblin? You sure? Last I checked, he looked like Hulk's demonic brother." Sonic remarked in confusion.

"You still haven't figured out what's wrong with the world. I thought using Stacy as bait would've clued you in by now." Green Goblin mocked their obliviousness to their timelines unraveling.

"You were using me to bring them here?" The shocked Gwen realized.

"And you done marvelously, my dear! Now you can join your daddy in hell!" retorted Goblin, hurling more pumpkin bombs at the heroes.

Spidey grabs Gwen as quickly as Sonic grabbing Yang before both heroes jump away from the explosive bombs. The Blue Hedgehog retaliates with a Homing Attack that stuns Goblin so he won't stop him from tossing Yang over to his spider-partner. "You know what to do! I'll keep 'im busy!" Sonic tasked, deciding to distract Osborn while Spidey swings the girls to safety.

"Stay here and stay out of sight!" Spidey ordered the girls upon dropping them off at an ancient building to hide in.

Gwen tries to retort, "But-."

"No argument!" Spidey sternly cuts her off, "I know how you feel about me and I don't care! I promised your dad that I would protect you and that's what I'm going to do! You can hate me all you want later, but for now and PLEASE, stay here! I don't want to lose you again!"

Gwen was taken aback by how much this so-called menace cares about her, almost as if he has longtime feelings for her. Feelings she can't help but accept as they somehow remind her of her photographer boyfriend. Reluctant yet gently, she replies, "…Okay.", as she has decided to stay in this hiding spot with Yang.

"Thank you." Spidey responded softly before swinging back to the fight.

"Be careful." Gwen muttered, wishing her heroic friends the best.

BGM End

BGM-Spider-Man 2 (Game) OST-Hung Like a Spider

A battle against Classic Green Goblin is a battle against chaotic madness. He kept hurling bombs at the superfast Sonic that would've disintegrated him and fails to dodge the web-swinging Spider-Man kicking him clean off his glider, causing him to plummet through some ruins that collapse atop of him. "Start talking if you know what's good for you, Osborn! We know you're just a pawn for that monster that attacked the city! What does it want and why is it recruiting an army of supervillains?" Spidey demanded, wanting to beat him quickly so he wouldn't endanger Gwen.

Enormous strength helps Goblin burst free with a vengeance from his burial, retorting, "Only the best of the best can bring history down to its knees! You nuisances need to stay out of our way!", that sounds like cryptic nonsense to the heroes that want to get this fight over with.

Sonic rockets a Spin Dash that Goblin catches in one gloved hand. "I'm in the mood for soccer." Goblin joked, throwing a massive kick that sends the spinballing hedgehog flying right into Spidey. Stormin' Norman hops back onto his glider and flies over to the heroes as they recover, forcing them to flee from the machine gun fire from his vehicle. As quickly as him then firing a missile, the heroes perform an impressive 180-degree maneuver so Spidey can kick his spinballing friend that wants to assault Goblin's back with Homing Attacks.

"Shame your Goblin Nation ain't here to help ya out of this jam." taunted Sonic, with the heroes now chasing Goblin through the Zone.

"Dunno what you're talking about, but I have these to compensate." Goblin snarked, activating hidden turrets on buildings that target the heroes.

"Oh this can't be good…" Sonic uttered in horrific shock.

One by one, turrets unveil themselves to fire an endless supply of pumpkin bombs at the Dimensional Avengers. The sky is nearly filled to the brim with explosions that are making it incredibly difficult for the heroes to dodge their targeting system, causing a grunting Spidey to remark, "He's booby-trapped the whole Zone!" The terrible situation gets worse when they spot a large Eggrobo horde has been waiting to ambush them with their energy weapons, "And the Egg squad is out in force too. Perfect."

Spidey is in the lead bouncing off the heads of the massive robot army while Sonic follows him by boosting through as many Badniks as possible. Still, the Eggrobos are relentless. They refuse to stop their pursuit from multiple sides, utilizing their best strategies to keep the heroes at bay while tiring them out. Even when it looks like the heroes can catch their breath for a moment, they are zapped by Goblin's grinning gloves.

"They're getting their butts whooped!" commented Kid Yang, with her and Gwen watching the epic fight from the sidelines.

"They need help." Gwen distressed.

"What can we do? 'Sides, Spidey told us to stay here." Yang argued.

Just then, Gwen spots defeated Eggrobos scattered around the battlefield which gives her an ingenious idea. She rushes to one of the Badniks and opens its control panel saying, "Then I'll just have these guys do the fighting for us.", while starting to hack into its circuitry.

Meanwhile, a surprise swoop from Goblin trips up Sonic as he's swiftly bombarded by several bomb turrets. The hedgehog's down but not for long when more bombs are blasted at him, prompting him to spin a large tornado that reflects them all and disables most of the traps. "Aw, what's wrong, Parker? Off your game?!" taunted Osborn, zooming in from behind to grab and drive Spidey into the window of a building.

"Nah. Game's good, Gobs. Just getting acquainted with the rules." snarked Spidey, trading brutal blows with his arch-nemesis.

"Rule 1: Spidey must splat!" retorted Goblin, delivering a crushing blow to Spidey's jaw that sends him plummeting from the sky.

"Rule 2: Ignore Rule 1!" Spidey web-zips back into the fight while delivering a flying kick across his foe's ugly face. "Rule 3: Make Gobby look goofy!" He then sits on Osborn's shoulder to web his face before pummeling it ruthlessly.

An Eggrobo comes to Goblin's aid by blasting the webslinger off his body. And just as he's about to take advantage of this glorious moment, the green menace is assaulted by outrageous laserfire. Neither from Spidey nor Sonic, but from several of his own Eggrobos, much to his surprise, "What's with the treason?!"

Heroes and villain alike look at the source of this sudden twist of events. It's Gwen and Kid Yang, the latter using the former's cellphone to control the reprogrammed Eggrobos. "This is already my favorite video game ever!" Yang expressed with an ecstatic smile.

"What?! Those girls?!" Goblin exclaimed in shock at them using his own army against him.

"They reprogrammed the Eggrobos against Goblin. Way to go, Gwen!" Spidey complimented happily.

"Now I really see why you love this girl so much. She's awesome!" Sonic smiled at his partner.

Enraged by Gwen's interference, Goblin snarls, "I should've thrown you off that bridge when I had the chance! Time to make history!", while flying full speed toward the girls with murderous intent.

"Not this time, Norman! That's the girl I love, and you're going to learn what that means!" Spidey threatened with a rare vicious tone that refuses to allow history to repeat itself.

The Webslinger catches the Goblin Glider with a webline, forcing it to brake in midair so Sonic could jump onto it and deliver a beatdown on the madman until he falls off. Spidey then throws aside the glider before joining his friend in pummeling their shared foe with high-speed blows of brutality that won't even give him a chance to breathe. That is where his autopiloted Goblin Glider comes in. It reactivates to give one last surprise to its enemies. Specifically to Gwen as she's focused on watching the fight. Before she knew it, the glider soared through the sky and strike her in the side, causing her to fall.

"GWEN!" Spidey exclaimed with great horror.

"BWAHAHAHA!" Goblin laughs while attempting to retreat on his glider, getting ready to throw one last pumpkin bomb that will seal his enemies' fate.

Spider-Man won't let him get away with this. Not after what he did to his ex-girlfriend. Tapping into his Battle Focus Semblance, he powers up his Aura to intensify his next attack. That being an all-out punch across Goblin's face that was so furiously devastating that it knocks out a tooth while finally knocking the madman out cold.

BGM End

Another fight has been won by the heroes, with Green Goblin lying unconscious and an injured Gwen struggling to stand up. Kid Yang supports her, before Sonic shouts, "Gwen!", while he and Spidey rushes to her side.

"Gwen! Are you alright?!" Spidey asked whilst embracing his ex with a hug.

"Yeah, yeah, I'm fine…" Gwen assured him.

"Thank god you're okay." Spidey said before letting go of their hug. "That was, uh…pretty cool thing you did with the robots." He awkwardly complimented her help in the battle.

"I gotta show off my genius somehow." Gwen quipped with a smile.

"Yeah…And, uh…Now it's my turn to show you something." Spidey said as he does the bravest thing he has done in a while. He takes off his mask before Gwen's very eyes, shocking her into a gasping state upon revealing to her his secret identity. "See? It's me, Gwen." The unmasked Peter said to his time-displaced ex-girlfriend.

"Peter…? You're…" Gwen remarked, nearly rendered speechless by this shocking reveal.

Peter solemnly replies, "Yeah. I'm Spider-Man. I'm sorry I didn't tell you, Gwen. I wanted to. I even tried a couple of times, but-."

"I think a part of me always knew." Gwen coolly cuts him off before guilt causes her to frown, "It's not like I gave you opportunities to explain yourself, especially after what happened to dad."

"I am truly sorry for what happened to him. I knew your father since you and I were in middle school. He was my friend. I tried to save him, I really did. I just…wasn't good enough. And that's going to haunt me for the rest of my life…" Peter apologized, sincerely expressing his guilt for failing to save Captain Stacy.

"No. Don't let the past do that to you. We have to be greater than what we suffer. I realize that now." Gwen advised, forgiving Peter for his indirect involvement in her father's demise. "My dad knew the risks and still did what he did because it was right. He trusted you to become hope. That's my wish for you too." She sincerely said to him.

"Gwen. Let me tell you my wish. I want to make a world where no one has to go through what we did." Peter declared solemnly.

"Peter…" Gwen frowned.

"Come on. Let's get outta here." Peter said, with the ex-couple holding each other's hand as the entire group walk away.

"We still haven't gotten Goblin's key." Sonic noted.

"He hasn't disappeared either. Maybe he's not totally knocked out yet." Peter noticed, wondering if their mission here isn't complete.

BGM-The Amazing Spider-Man 2 OST-Let Her Go

Concernedly however, Gwen is struggling to walk any further. "Let me just…catch my…" She eventually falls and prompts her ex-boyfriend to catch her in his arms.

"What happened? Are you okay?" Peter asked with visible concern.

"I just…need to catch my breath." Gwen weakly claimed.

"Catch your breath and I'll take you to a hospital. Everything will be okay, alright? Just stay strong." Peter assured her, despite his heart knowing something is deeply wrong with her.

Sonic was the first to notice that Peter has her blood on his hand, causing his eyes to widen in horrific shock and his mouth simply utter, "Oh no…"

It then immediately became obvious to the entire group that Gwen was hurt severely by the Goblin Glider. So severe in fact that she is left in fatal condition. Her time is running out. "No…No no no no no, not again! Gwen, please, stay with me! GWEN! DON'T DO THIS TO ME!" Peter shouted with teary distress, as he is in great disbelief that this nightmare is repeating itself.

Gwen deduced that this was her fate and nothing was going to change that. But at least she spent her last moments with the man she loved the most. As her strength fades, she uses its remains to touch Peter's cheek with her soft hand, to remind him to stay strong. And after shedding one last tear, she smiles, before passing away. Her body then disappears alongside Green Goblin, both of them vanishing into the light and leaving behind the third Time Key.

"The key…So that's why." Sonic solemnly realizes that both Gwen and Goblin needed to disappear if they wanted this Zone's key.

BGM End

Kid Yang cries over the loss of her new friend with the mournful Sonic doing his best to comfort her. Of course, the one most affected by this loss is Peter. He stays crouched for a short while, contemplating what just happened. His fists clench in frustration and his teeth grit with anguish. And yet, his mind endures it all. He recalls what Gwen told him about becoming stronger than suffering, and that is exactly what he is doing. He finds the strength within to calm his heart and dry his tears, muttering solemnly, "Gwen. I promise…I'll go to where you are someday. But before then!"

"Spider-Man…" Yang frowns worriedly at him.

"Sorry, Yang. Sonic. I wish you didn't have to see that." Peter apologizes for the heartbreaking scene as he stands up and puts back on his mask.

"It's all right, Pete. We better fight even harder for her sake." Sonic grinned.

"Yeah. I'm not gonna abandon this case. Not until the very end." declared Spider-Man, grabbing ahold of the Time Key with a hand of unbending love and determination.

Upper West Side District, Manhattan. White Space.

BGM-Sonic Rush OST-Theme of After the Fight

Team Amazing return to the city just in time to witness the district restoring itself to normal. As usual, this includes hundreds of civilians, as well as Harry, Knuckles, Adult Weiss, and Mega Man X as they all celebrate their revival. "We're back to normal!" X smiled happily.

"I'm glad everyone's okay." Amazing Spider-Man said sincerely, beaming a huge smile behind his mask.

"Should I even ask how we're gonna get ourselves out of this mess?" Adult Weiss asked her saviors.

"Probably not but we're gonna figure it out regardless." Kid Yang snarks at the heiress, who isn't even in the mood to question what dimensional nonsense brought this Yang before her tired eyes.

"This is the last time I celebrate one of your birthdays." Weiss sighs at Peter whilst pinching her nose.

"Thanks for the help. Not that I needed it. But it's good to have my sanctuary back!" Knuckles pridefully claimed to his hedgehog rival

"Sure thing, Knux." The offended Modern Sonic snarked, but gives his freed friend a thumbs-up nevertheless.

"Must've been dreaming. Could've sworn I saw Gwen with you in there…And my dad." Harry said to his own best friend.

"That wasn't a dream. Just a moment that was never meant to exist in this world." Spidey stated bluntly yet solemnly.

"Aw man…Don't remember if I ever told you this before I went Green but…I am sorry about Gwen. I know she meant the world to you." Harry apologized, sincerely feeling awful about Gwen's tragic death.

"It's alright, man. She found release now. And don't leave yourself out. She was your friend too. Gwen is gone, but her memory will live on as long as we keep hope alive." Peter said wisely, cheering up his friend as they share a hug.

"I'm not gonna pry in your business, Peter. Are you ready to continue the fight?" X asked him.

"No problem here. I'm back to save the city!" Spider-Man declared with inspiring enthusiasm. But before heading out to his next mission, he has one last thing to think about in order to accept what happened and move forward, 'I hope you're watching, Gwen, from wherever you are right now. No matter what future I blaze for myself.'

BGM End

BGM-Sonic Generations OST- Collection Room (File Select)

KFX Here: Goodness me, I never meant for this chapter to go on forever and take so long to publish. I hope future chapters will be easier to write because I'm about to wrap up the Classic Era Arc. Gwen's character in this chapter was inspired by her The Amazing Spider-Man counterpart, with elements from her Spectacular Spider-Man incarnation thrown into the mix. I would've used the comics, but her character was kinda all over the place. Maybe that's why this chapter took forever.

Next Time: Time Travelers Unite! Keys to a Deathly Battle!

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.

Feel free to check out my TV Tropes Page titled "Fanfic/United Heroes". Some fans of mine created it and I am thankful to them. You are welcome to edit the page.

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