Hello fine men and women of mother earth, its your boi,mrnoobishdude123, coming at you with my first fan fic, so don't be rude, for I am an amateur writer. Anyways,this is gonna be a RWBY/The Amazing Spider(Andrew Garfield)character template, but his story will be determined by me! Also, keep an eye out for other Spider-Men or characters from the Marvel Universe. Hope you enjoy!(Inspired by Spider-Teen1000's RWBY's Friendly Neighborhood Spider)

I do not own Rooster Teeth's RWBY or any Marvel characters mentioned or shown in this story .

Chapter 1:This ain't New York

It was a warm spring day in New York, the first spring day to be specific. Most kids and teens were enjoying their lives, either playing their video games on their PS4 or Xbox One, snoozing, or enjoying the beautiful weather. Not Peter Parker. The 17 year old was swinging through the city in search for criminals and evil-doers. He was the so called masked vigilante known as, "Spider-Man". He was hoping for a crime to appear so he can get some shots of him in action so he can sell them to The Daily Bugle, so he can earn some cash to help his Aunt May pay the bills. "I've backed up Tony before, maybe i can get him to loan me som-". Suddenly, Spider-Man spider sense tingled. He turned to see The Green Goblin, gliding through the streets, heading towards an abandoned warehouse near the docks. Spidey proceeded to follow him discretely.

The Green Goblin, or Harry Osborn, flew into the building, making sure he wasn't followed. He then preceded to a room that held a giant portal in it. In the room, was Electro, The Lizard, Venom and Carnage, and Dr. Octopus(Just picture Dock Ock from the Spider-Man 2). Spidey secretly was hiding in the shadows in the building. "Otto, "Goblin said,"I got the part of the portal," He continued with a proud tone. "Good, finally we can form a team of other super villians to destoy that spider pest!" Dock Ock said in an evil tone. "Thats if it works," Venom muttered. "It will. I have faith in him,"The Lizard assured Venom.

"Wow,you Sinister psychos never learn, " Spider-Man said, swinging towards Green Goblin, knocking him off his glider. "Spider-Man!"Otto exclaimed. "Get him!" He demanded. Electro then charged towards Spider-Man, who dodged and punched the villian multiple times ,then subduded him with his Electro proof webbing. "Geez Sparkles, you really know how to make my day ELECTRIC ," Spidey joked. Just than,his spider sense tingled, and quickly jumped to avoid a pumpkin bomb. He then attacked Goblin and used the pumpkin bombs on the symbiotes, knocking them out due to it being weak to explosives. The Lizard lept towards Spidey, who quickly jumped out the way,letting him sack Goblin. Spider-Man was then struck in the chest by Dock Ock's metal appendages. "Ouch, "he thought. "Fatso, I'm afraid what you'll do to me with those arms, If you know what I mean? "He joked in a sexual tone. "Will you ever shut up?!"Otto exclaimed smashing the wall-crawler into the wall. Unfortunately he smashed into a key component of the portal, which then caused the portal the suck in the villians. Spidey was then holding on for dear life.

"Damn it! The portal is too strong!" Spidey thought. "Can't...hold on...much...longer! "He was then sucked into the portal as he screamed in a chilling tone.

Ruby was getting dressed as she had just finished drying up from her shower. She laced her black and red boots as she and her friends Weiss, Blake, and step-sister Yang were preparing to head to Vale. As she got her scroll(the phone in the RWBY Universe)her sister yelled, "C'mon Ruby! We don't have all day! "She opened the door to see her team waiting in the hallway. They preceded to the elevator so they can head to the bottom floor. "You guys think they'll have their shipment of ammo for Cresent Rose?" Ruby questioned. "The clerk said they should have all our ammo types by today," Yang reassured her. "After this,we should catch a flick," Weiss said, with the RWBY girls agreeing. "Today will be AWESOME! "Ruby exclaimed in a child-like tone that the girls couldn't help chuckle at.

Spider-Man woke up from previously being sucked into the portal. He opened his eyes to see a tower like building that looked like a private school. "Holy hell," he thought, taking in the amazing view. He had never seen a building like this, and he had lived in The Avengers tower as their team mate. He curiously walked towards the structure, hoping to find some answers. He suddenly felt his legs giving out and fell to the ground. He decided to lie there, since he didn't have the strength to pull himself up. He closed his eyes to hopefully get some sleep. But, he suddenly felt like someone was watching him. He opened his eyes to see a 15 year old girl and 4 other girls, looking 17.

"Are you okay?" the 15 year old asked.