Author's Note:

Hello again everybody. As you can probably tell, this is the chapter with the fight scenes and some of his abilities are based off of games I've played in the past. And as an added bonus, the villain has a few powers originating from Peter Parker, Miguel O' Hara, and Miles Morales. If you want to find out which, continue reading. Keep in mind though, two abilities will change.

I do not own the characters of RWBY. The OC is mine though.

Enjoy


Everyone took point at different spots in and out of the warehouse; waiting for the thief to come. As they waited for another hour, the atmosphere began to grow duller every minute.

"Everyone, call it in." said Jaune over the radio.

"Nothing here." said Pyrrha.

"Everything's okay." said Yang.

"I'm not seeing a thing. said Ruby.

"All clear." said Ren.

"Just junk here." Said Blake

"Same here." Said Weiss after.

"I've got nada." responded Nora.

Everyone was waiting for team CRDL to answer, but heard nothing. "CRDL, you there?" asked Juane. There was more silence until someone new answered. 'I'm sorry. Your friend can't talk right now, he's a bit... tied up at the moment.' said the garbled voice. "Who is this!" said Pyrrha in a serious tone. 'Lets just say I'm just a guy you don't want to know. Really, you don't want to.' Before she could speak, the radio lost the connection.

The message was heard by everyone listening and they rushed inside, only to find team CRDL in strange threads unconscious. Cardin was strung upside down under the walkway in a cocoon with only his head popping out, Thrush was webbed to the floor while Sky and Dove were webbed to different containers.

Everyone went over and cut Team CRDL down and Yang, Blake, Jaune, and Ren brought them back to the V-TOL. As they were stepping out of the airship after dropping team CRDL off, they heard a small explosion coming from inside the warehouse. They instantly knew that something was wrong and ran for the door. When they reached several meters from the door, an explosion pushed them several feet back.

As they hazily stood back up, Blake, Yang, and Ren saw that Jaune wasn't moving and found out he was knocked out by the explosion. The most alarming discovery was that the front entrance was destroyed and flames quickly spreading to the roof.


~Inside the warehouse (few minutes after Blake, Yang, Jaune, and Ren left)~

"So this guy can... spin webs?(I hope it's not from his butt)" Ruby said with a shudder. "Oooooohh. Then let's SQUASH it!" Nora said ready to pound him with Magnhild.

'Really? That's the best line you could come up with?' Said chuckling a new voice. Immediately everyone was up in arms. "Where are you? Weiss demanded. 'If I told you, then I'd be ruining the surprise.' Joked the voice. 'Oh wait. I did. Y'know... you should've listened to my warning earlier. Could've saved us a lot of trouble.' He said ending with a small chuckle.

(The Amazing Spider-Man 2012 The Video Game Music OST - Oscorp/all Levels. 0:00-2:54, then loop back to 0:03 )

The moment he finished laughing, everyone turned their heads to where they heard a whistle (yoo-hoo) and they saw a gas tank burst open in the center of the group, pushing them back against the shipping containers and then immediately got stuck in more webbing, except Pyrrha who sliced through it just in time. 'You were able to dodge the webbing. Nice job.' said the man, finally dropping down and into the light. Everyone took a good look at his armor and his helmet which had two narrowed tear looking eyes lit up that gave him a ghoulish appearance. They snapped their heads towards the sound of the explosion. 'Oh, that must be your friends outside. I wouldn't worry about them though. You're already occupied at the moment.' The man said while purposely turning a blind eye.

Pyrrha took the opportunity to attack when he wasn't looking and morphed Miló from Javelin to sword and began swiping and thrusting at him. But, the man dodged and blocked all of her attacks with his forearms until he sidestepped to the right and brought his arm back for an uppercut. Pyrrha blocked the attack with Akouo_, but the force in his punch knocked Akoúo_ out of her hands. The girls struggled to get out of the re-enforced webbing to help Pyrrha, but were getting no where.

She morphed Miló into a javelin and continued swinging and thrusting at the man until he grabbed her wrist, but Pyhrra kicked him away short after. She soon found a silky thread stuck to her arm and was yanked towards the Scarlet Spider.

She only had a split second to react and used her semblance to grab her shield and parry against the next assault; only for the man to somersault over and fire two more weblines from his wrists onto her back and launched her further into the warehouse the second he landed. 'Don't you ladies go nowhere.' he joked before he leapt high in the air in Pyrrha's direction.

(Music lowers)

"How do we *struggles* get out of this?!" Ruby grunted. Several metal clanging can be heard from the direction Pyrrha was with the man. Just then Yang, Ren, and Blake arrived only to see Weiss, Nora, and Ruby webbed to the wall, but no Pyrrha. "Where's Pyrrha?" Ren asked as he looked around the area. "It was the Scarlet Spider. He ambushed us and sent Pyrrha over there." Weiss said as she was getting cut free by Blake. "But what about Jaune?" Nora asked in her not so cheerful tone. "He's out on the airship. He planned this and now theres a fire thats going to burn this warehouse down. "Yang said as she finally tore Ruby out. "I'll put out the fires up top." Weiss said as she ran for the entrance. "Ren and I will still look for the item. Go help Pyrrha." Ruby ordered and everyone went there seperate ways.

(Music rises) Outside

Weiss exited the warehouse and summoned glyphs to gain extra height and stopped to see the fire begin to engluf the top and the sides. She summoned multiple glyphs in front of her and fired multiple ice blasts onto the flames extinguishing them. Just as she was about to enter the building below, she noticed more smoke rising from the other side of the warehouse. Like before, she launched herself from her glyph and over the warehouse to put out the flames.

~Inside (Scarlet Spider vs Pyrrha)~

Pyrrha slammed into the container hard on her back and fell onto one knee using Miló in javelin form as support to hold her up, breathing heavily. It wasn't like Pyrrha at all to get exhausted over a few minutes of intense combat, but slightly torn outfit, small scratches on her face and the messy, unkempt hair might explain otherwise.

'You're doing far better than I expected you to do with my venom in your system, but its kinda disappointing,' said the Scarlet Spider from a good distance from her, 'I hoped you'd put up more of a fight. Y'know... being a tournament champ and all.' Pyrrha was about to stand back up when the man grabbed her by the throat in a matter of seconds, making her drop her weapons and grab his forearm to try to get free. She was now staring down at the man's helmet.

'Poor child. I truly feel sorry for you and your friends. People like you fight evil, try to end it yet you still don't learn anything.' The man lectured. "What are... you talking about?" Pyrrha struggled to say. 'Now, now. You have to earn the privilege to know. But for right now, lets here that lovely voice of yours.' Pyrrha didn't understand what he mean't until he grabbed her forehead. Nothing happened up till Pyrrha shut her eyes and groaned sharply in pain, but didn't dare give him the pleasure of hearing her scream.

'It hurts doesn't it?' the man whispered, 'What you're experiencing now is one of the many things people have dreaded in life. Helplessness. The feeling where you know that no matter what you do, no matter how hard you try, you will fail.' Pyrrha couldn't handle the pain any longer and was about to give in when the man let her go. 'However, I will not be the one to deliver it to you.' Pyrrha panted heavily and then later lost consciousness.

(Music Slowly ends)

Scarlet Spider turned his back and walked away from her body, but then heard two shotguns fired leapt forward to avoid an explosion from where he stood. He recovered with a handspring and clung to the wall, only to then leap into the air once more when he saw a grenade with a pink heart coming towards him. He landed onto the ground and found found three more girls standing in front of Pyrrha's body in their fighting positions.

'I can never have a break, can't I?' The man mumbled to himself. Yang grabbed Pyrrha and retreated for the exit. 'You should've left with your friend. This is just a fight neither you or the rest of your team can win." The man warned. While taking a few steps forward. The room was silent, but the tensions grew more with each passing second.

Nora was the first to attack as she jumped in the air and raised Magnhild over her head on an attempt to pound the man for hurting her friends with a pissed of look on her face. The Scarlet Spider stared at her and brought both of his arms up and formed an X to block the attack. But, he then he flipped out if the way to avoid Blake's strike from behind.

"I could've sworn he was focused on Nora! How'd he know I would come from behind?"Blake thought as she continued to attack him, but she failed to land a clean hit. He grabbed her sword for a few seconds and Blake immediately leapt back away from him. "What was that?! What did he do grabbed the blade?" She was taken back a bit about watt she just felt. Nora came up from behind and began swinging, spinning, and twirling her war hammer, but still no hit. Her final spin ended when she swung her hammer horizontally and the Scarlet Spider caught it and with that, she cracked a little smile and pulled the trigger.

She expected the blast to blow him away, but in shock saw two of him. One where he currently was and another, more lighter version of him him moving out of the way. She couldn't follow which one was real when she saw a punch coming and hunched over as the man delivered the a punishing blow right through her aura, causing her to fall and not get up. 'She wasn't too bright wasn't she?'

Out of anger, Blake charged at the Scarlet Spider while, using her semblance to disappear and reappear around him. 'I can see you're pretty mad. Can't say I blame you though.' The masked man continued mid-battle, 'I mean let's take a look at what we have so far.'

He leapt high behind a container having Blake to follow suit. When she got behind the container, he was gone, but can still here him, 'you let your friends get hurt by my hand,' she felt a strong fist connect to her cheek and staggered backwards until her hands reached a container, 'you ran away from the person you cared about the most,' she felt something stick to her back and she was hauled onto the walkway where she landed on her feet. 'hell, you yourself can't do anything to pay them back.' He continued to taunt her as he slowly re-emerged out of the darkness.

"How do you know all this? About me?" Blake questioned with narrowed eyes, dead on to the man. 'Hmm, its at the back of my mind, the name does roll off the tongue...' the man said as he was supposedly pondered. "ANSWER ME!" Blake yelled with her hair shadowing her eyes. 'Hmm... I think it was... Adam wasn't it?*chuckle* he shared so many stories... after I broke him. He's mine now.' The man finished. Blake shuddered with anger, fear, and hate and her grip on gambol shround tightened. She refused to think that anyone could do that the Adam. He was way too strong for something to happen to him.

'If only you would've stayed with him. You could've been with him. Instead you left him and FOR WHAT? To "save" this world from the evil that inhabit it?! To cleanse it and hope that the world can move on in peace?! You're still living a fantasy. It's actually quite sad if you ask me.'

Something in Blake finally snapped and she dashed towards him with speed similar to Ruby's semblance and her blades connected with the Scarlet Spider's forearms. "Why don't you just Go to Hell!" Blake yelled with rage as she had enough of the nonsense the man was saying. Blake's movement, her fighting style; they were both starting to slack off the angrier she got.

The man weaved passed her strikes and delivered quick, decisive blows to her left arm, forcing her to drop her cleaver down to ground level. Blake jumped a way from him and stared straight at him. She took the time to calm herself down and found a small needle in her arm and pulled it out. She didn't have time to inspect as the Scarlet Spider leaped towards her and flipped out of the way as she was too focues on the battle at hand to think about.

As she was running, she activated her semblance, but nothing happened, which shocked her, leaving her open for the man to deliver a strong punch to her stomach, making her cough up some saliva from her mouth. He then grabbed the back of her neck and slammed her face first onto the walkway and tossed her over the railings and on top of a container by her leg. As she tried to get up, two globs of webbing kept her hands in place so she couldn't get up and it didn't help her when the Scarlet Spider personally keeping her head down.

'Its so much easier to control a person through what they fear the most,' he held Blake's head down with one hand and continued, 'how painful it must have been for you to leave the man you love, only for you to now know that he's lost in the darkness forever. You know its true.' "No... you're lying." Blake shuddered softly. 'Oooh trust me my dear, I wouldn't be telling you this unless it was the truth." All Blake could do is just listen as she helplessly slip into despair. Trying to deny everything the man is saying while on the verge of shedding tears.

"Will you SHUT UP!" Came a new voice. Scarlet Spider turned his head and didn't have any time to guard against a flaming fist connect to his gut, which sent him flying through a walkway and landed in a container with a crash.

Blake looked up in relief and disbelief to see Yang to finally arrive to her aid. She ripped the webbings restraining Blake and helped her up. "What would you do without me?" Yang said with a playful smile. "Thanks." Blake responded. "Get Nora out of here, he's mine." Before Blake can object, the Scarlet Spider bursted out of the container making an irritated growling sound. "Well? Go!" Urged Yang so she can fight without any worries. Blake didn't want to leave, but knew that she had to.

She dropped down, grabbed her cleaver, sheathed her weapon and took off with Nora and Magnhild. Without Blake and Nora to worry about, Yang stared dead into the man's eyes through the destoyed walkway. Ready for the real fight to begin.


Author's Note:

And finally another chapter finished. This one was a bit longer, but now it's all set up for the next fight. Info about the Scarlet Spider will be revealed. If you have some suggestions, leave them in the comments.

Next Time: CLASH! Spider vs Dragon