Jaune grunted as the a needle pierced his skin. Amber frowned his pristine skin had now had to many tiny scars to count. The young woman, and man sat cross legged on her bed. Since he had saved her Ozpin had all but kept her under lock and key. Only allowing her to leave Beacon with Glynda Goodwitch, his head teacher. Glynda wasn't a maiden of the seasons, but as a dust witch she had taught Amber much.

"Geeze" Jaune hissed as Amber tugged at the stitches to make sure they were tight.

"Quit whining" She tugged sharply incite a sharp amount of pain. "What happened tonight?" She asked long since learned to use his stories as an escape from the monotonous drawl of Beacon life.

"I Stopped a couple muggings, a human on Faunus beating, some guys wearing Ozpin and Glynda masks robbing an Automated Lien Machine" He replied, she smirked even after years her soft skin elicited a faint pink flush in his skin. "The White Fang, I don't know. I Came to Vale to find out why they attacked Arcadia. But outside of a couple riots their leaders have gone underground" Jaune ran his hands through his blonde hair, frustration evident on his face.

"Maybe that's for the best" She touched a scar on his hip. "Remember your last encounter with Adam Taurus?" She added with worry.

"Painfully" Jaune replied touching the same scar. He had been young and dumb. Jaune had learned that a man calling himself Junior had information on the Whitefang. He had gotten what he wanted after watching the man get beaten up by some blonde with shot guns strapped to her wrists.

Junior told him a couple of Whitefang lieutenants planned to attack a Dust shipment between Vale and the outer colonies. He managed to sneak on the train before it left Vale station. As it past the ruby red forest known as Forever Fall. He came face to face with his mortality.

And His name was Adam Taurus.

He wasn't large or imposing, wearing a simple black suit, with a elegantly stitched white rose on his right breast. Blood red hair and large horns, covering half his face was a red and white mask. Designed to look the creatures of Grimm. He had expected to win that fight. But Jaune was wrong. He was quickly overpowered, the man was faster, hit harder, and was more skilled then anyone he had faced. After he was bloodied and beaten Adam had thrown into the Grimm infested forest barely conscious.

Amber watched the frown deepen on Jaunes face. He knew he wouldn't forget the girls face as he was thrown on the train. Black hair yellow eyes, feline. The memory was burned into his mind. She was the key to finding more Whitefang figure heads, she was bold enough to not wear a mask. When he found her Jaune knew he would be in for a fight. But he needed to protect Arcadia.

"Jaune" Amber squeezed his left bicep "You should sleep" This had become a awkward routine for them. Every couple of nights the battered and bruised form of Spider-Man would climb through her window, high in Beacon tower. A floor below Ozpin's office, a floor above Goodwitch's. She would stitch up a couple of cuts, and then he would collapse on her couch, or bed.

The young man yawned his eyes heavy from sleepless nights, and hard days. "I Don't get it, Whitefang suddenly working with that bowler hat guy, and stealing Dust" He dropped backwards on the soft bed. Ozpin had made sure Amber had gotten the best, beds televisions, scrolls. If she wasn't trapped in Beacon she might've actually been happy.

"Sleep Jaune" She muttered gently running her hands through the matted blonde mane. He was young, but she could already see wrinkles beginning to form around his eyes. Dark bags had long since formed. He had taken the weight of being an Arc heir. She had visited him once in Vale, he was living in a boarding house. His parents were sending him money, but not enough. He had to make webbing and buy material to replace damaged suits.

She smiled fondly remembering how she had created the first suit. Months into his time in Vale his first suit was being held together by threads. She frowned as her eyes fell upon the face she had made. A red mask with dark webbing, large reflective oval shape goggles replaced the welding goggles. "You're killing him Spider-Man" She hissed at the mask. "His heart is gold, he won't stop. He won't ever tell you that you're killing him. For what!? recognition he deserves" She reached for the mask. "He's a hero you're a coward" She tossed the mask into the mess that was his suit. "Nothing more then a mask"

"Amber" His voice was quite, but it cut through room like a knife.

She whipped around tears pouring down her cheeks. "I Want you to stop" Jaune was taken aback by her statement. She had always been supportive of Spider-Man, never turning him away. "I've talked to Ozpin he'll let you join this class. Become a hunter"

Jaune went straight for his costume. "I Can't not till I know why the White Fang attacked Arcadia" He tugged on his pants and shirt, slipping on the silver web shooters as he pushed open the window. "Spider-Man is still needed. When he isn't that's when I'll stop" He jumped out the window firing a web back at the tower he disappeared toward the main campus.

"He'll be fine" Amber turned towards the door. In the faintly lit doorway stood Ozpin, sipping at a white mug. A Long green house coat stretched past his knees. Silver hair a mess, and glasses dinged and scraped. "You needn't worry about Mr. Arc" He calmly sat down on a chair by the door. "He's young, brash, stubborn, but he's also intelligent, and driven. He'll be fine" Ozpin met Amber eyes.

"You don't stitch him up" Amber countered angrily.

"No, but I would be the one to take him home if something happens to him" Ozpin replied easily. "We all worry about the boy Amber, myself, Qrow, Glynda. He's making a name for himself in Vale, and the outer colonies. A Lot of his enemies are powerful. But people are starting to look up to him, he's becoming their hero"

Amber frowned at the conspiratorial way he said hero. "Jaune isn't another one of your pawns. He's not like me or my sisters"

Jaune swung quickly between trees, gaining momentum with each web. To the naked eye he would be little more then a red and blue blur. The cool night air felt good against his hot body. With a particular powerful leap he punched through the top of the canopy of trees. "Whoo" his voice echoed through the silent night. The broken moon of remanent hung low in the sky. Jaune was gone, replaced by Spider-Man, the costumed figure dipped into a front flip. As soon as he arced back into the tree he fired a web quickly he swung his hip over a particularly large tree branch. He fired two webs, and slung shot himself through a Y in a tree.

He stopped abruptly, Beacon was on a natural plateau, nature itself protected Beacon from the Grimm. Vale wasn't so lucky, humans over generationsbuilt large walls around the city. Most people, and even hunters had to go through one of the gates. However Spider-Man wasn't most, he fired a web between two trees and jumped towards the ground. He felt the webs go tight as he landed on a smaller tree. Be pulled the web's in his hand even tighter, the tree creaked and groaned as Spider-Man put them under pressure. Spider-Man hollered as he flew out of the trees, he fired a web as he began slowing. With a tug Spider Man flew over the wall. He was a stick against the night as he dropped into the city. As soon as he past into building level he launched a web.

DAYS LATER

Spider-Man was swinging through the city a week and a half after leaving Amber. "Man it's sucks arguing with your friend" He sighed, leaping from webline to side of building. "Quite night" He launched a web between two buildings. Landing in a web hammock he closed his eyes. "She's just trying to look out for me" He groaned loudly "maybe I should just go apologize" That's when an almost painful electric shock traveled through his entire body. "The tingles" He rolled to his feet looking around the relatively quite streets. Only a single building seemed to be open for business.

"From Dust till" He began only to be cut off by a man flying out the stores front window. Spider-Man jumped from his hammock landing on a nearby street lamp, squatting his hands between legs. "Hmm, there goes the quiet night" He commented to himself as a girl flew out the now broken window. Even him with his augmented senses could barely follow her rapid movements, jumping in random directions. She had a long flowing red cape, which seemed to be radiating rose petals 'probably her semblance' Spider-Man thought. As she came to a stop Spider-Man got a proper view of her weapon. "A Giant scythe" He muttered getting the young woman's attention. Her hair was dark almost black wine red tipped by a brighter red color. But her eye color was what surprised him the most. They were almost a pool of liquid silver shimmering against the moon light. "Talk about over compensation" He quirked his head to side, her eyes were the size of dish plates. A wide grin stretching across her features.

"You, you're Spider-Man!" She pointed at him, her voice cracking audibly.

"Spider-Man?" The two turned to a man wearing a long white trench coat, a pitch black bowler hat covering his orange hair. "Well this complicates things. Five men ran by him, and down the street. "Hey where do you think you're going!?" He yelled at the group of henchmen fleeing the scene.

"If it was just the girl fine, but we ain't stupid. That's the fricken Spider-Man" One yelled as he turned into an alley.

"That my bowler hat wearing friend is a genius level henchmen. You should be proud" Spider-Man mocked the man from his spot atop lamp post. "I'm looking for the leaders of the Whitefang I know you're working with them" Spider-Man leaped high into the air, beneath him the lamp post was blasted into pieces by the cane using criminal.

He quickly twisted the cane on his wrist firing at the unprepared scythe wielder. A Ball of bright orange energy knocked her back two steps as she sliced it in two. The Scythe wielder fired a blast out the head of the scythe closing the gap between the two in a blink. With a wide arcing swing scythe met cane. Both weapons exploded with gunfire. Spider-Man sprayed a web "I Hope those are rubber bullet or are you being plain stupid" He exclaimed ripping the young weapon wielder away from her deadlock.

The young woman knocked a baseball swing aimed at Spider-Mans. "I'm just trying to help"

Spider-Man drop kicked the unprepared bowler cap back into the shop. "I know" He shoved the scythe wielder out of the way of a sizzling ball of energy. "Aiming for the kid!" He yelled at the man swaggering over to the costumed hero.

"Spider-Man" He greeted confidently "Here I was thinking that the Whitefang were just incompetent" He swung his cane around his left wrist, letting it fly towards onto his right. "But as I live and breath, the masked hero of Vale in the flesh"

Spider-Man frowned under his mask, his spider-sense sizzling continuously. "I Guess I really need a PR person" Spider-Man cast a glance to his companion prepping her scythe for battle. "But atleast being a myth it's better then being infamous"

The man chuckled loudly "Oh you got jokes, I guess it's better then red over there, all kicky and scythe swinging" He calmly allowed his cane to touch the ground, kneeling on it. "Now imagine something for me Web Head. Me and you working together, you're Faunus. Get a little respect, and a lot of money win win" He tipped his hat to the red and blue suited hero.

Spider-Man took a faux thoughtful stance his right hand scratching his chin. "Me and you working together, money, respect. Tempting but red blue and orange don't really match"

"Such a shame" Spider-Man was already back flipping as the bowler hat tossed an almost glowing orange crystal. He landed and leaped back, the crystal arcing towards him. Spider-Man flipped and fired a web into the back of the scythe wielder pulling her into his chest as he twisted his back facing the crystal "This is going to hurt" He cursed himself as he pulled her in tight to his body.

A Bright purple flash followed shortly by a loud explosion shook the quite Vale street. A Older woman wearing a black pencil skirt, and white blouse with a ample amount of cleavage was standing between the three combatant. A Dark purple shield etched with elegant flower like formations had appeared in front of her. "Glynda!" Spider-Man released his grip on the scythe wielder and flew into the older woman. "Glynda! Glynny!" He yelled joyfully. "The harsh huntress with the piercing green eyes!" He looked at the large scorch marks in front of the shop. "You beautiful thing you"

"Torchwick" She paid no attention to Spider-Man. Her entire focus being put towards the man. Her sharp green eyes never leaving the enemy in front of her.

"What aren't you going to arrest the vigilante?" Torchwick asked coolly, his eyes shifting around wildly.

Glynda's long purple cape fluttered as she raised her riding crop to chin level with Torchwick. The head of the crop flickered with a purple aura. "You're coming with me" It was a simple command. "As an officially licensed Huntress I am putting you under arrest"

Spider-Man froze, his entire body electrified as he heard the roar of a bulkhead, the whir of a chaingun. The Scythe wielder would be hit first she was unprepared, as the ship shot into view from behind them. Glynda Goodwitch would be ok, she was already creating a half dome aura shield. He had one shot, there was an over hang ten feet away. The scythe wielder fired a shell, becoming a blur of red rose petals. 'So fast' He thought as she whipped by him, he felt a tiny had latch onto his wrist. The two crashed into the wall underneath the over hang, leaving a sizeable crack up the side of itl. "So you're fast" He groaned. 'I Gotta a lot of work' He thought awe stricken by the sight of huntress in front of him.

Glynda was waving her riding crop so fast it looked like ten, bullet after bullet of the chain gun bouncing harmlessly off to either side. Torchwick raised his cain, only for the woman to do a lightning fast twisting flip. Firing a wave of dust particles from Torchwicks own explosion into his face stumbling him back. With an explosive cane assisted leap Torchwick landed on the Dust till Dawn sign rubbing his face with one hand. "Crap she's no joke"

"Spider-Man" Glynda flicked her neatly trimmed brow towards the man, still blocking every bullet fired from the gun.

"On it!" He jumped high into the air firing a web back he pulled himself to the side of the building. Spider-Man landed into a fast crawl, scaling the building with lightning fast quickness.

"We could've done great things Spider-Man!" Torchwick yelled from across the street. He jumped into the side of the small hovering bulkhead. "Focus on the huntress" he hissed at the pilot quickly taking the co pilots seat. "I'll get the Web Head"

Spider-Man stood rooted to roof as she came into view "It's her" Spider-Man stumbled slightly. Standing in the exposed fuselage, her dress was the same colour but different cut. Her hair longer but the same raven black. But it was the glowing amber eyes, she was paying him no mind, preferring to sling dust and arrows at Glynda. Each attack expertly countered and reflected back at the bulkhead.

The Chain gun swivelled away from Glynda, taking aim at the web head. With speed he didn't know he had he ran across the roof, bullet began pouring out of the gun aimed directly at him. Adrenaline poured into his veins, aura, the encompassing blanket of his soul fed his speed, and strength. 'Amber' She saved him, Qrow and her unlocked his aura. 'Amber' His friend. Spider-Man jumped off the roof, he felt the wood crack beneath his feet. A Single white strand of webbing shot from his wrist arcing onto the web. He could kill her, if he chose to. Shattering aura was an easy task with his strength, he felt the familiar tug as he swung skyward. He wouldn't. He was going upward in his swing. His large white eyes glinted in the moonlight. "Crotch!" He yelled as he released his grip. Twisting mid flight, he could see arrows narrowly missing there mark.

He Slammed into the young woman wrapping his legs around her head tightly. With a sharp twist of his hip he threw her across the bulkhead. She pulled herself off the dented wall, and fired an arrow blindly. Spider-Man was a blur as he twisted over the arrow landing in a powerful push kick to the woman's stomach. She snapped her bow into two daggers. "You're the kid" She stabbed blindly at Spider-Man forcing him into a back pedal.

"She remembers, oh you make my maiden heart swoon" He taunted as he back hand sprung, kicking one her daggers with enough force to bury in the ceiling of the bulkhead. Her elbow cracked into his throat viciously.

"You stole something from me that day" She kneed him in the gut. Spider-Man was quick counter by suplexing her into the ship with enough force to unbalance its flight.

"Get him off the ship" Torchwick yelled at the two scuffling warriors rolling back to their feet. With a flick of her wrist she fired pillar of grey glass from her dress, impaling the pilots seat. "Watch it!"

Neither fighter payed attention to the Torchwick. Dark amber eyes glowed in the shadows of the bulk head. Across from her standing in the moonlit eyes reflecting becoming a pure white was Spider-Man. "Look at you" She waved her petite hand in his direction. "All this power and you do what with it? Squander it!" Her voice carried a manic edge. "Do you know what I would do with that power!?" Her menacing amber eyes blazing. "Oh but don't worry little spider..."

The bottom of the Bulk Head blazed to life. Spider jumped for the ceiling only to be interrupted by a powerful spinning kick to the neck. "My power far eclipses yours" Spider-Man heard as he was sucked out Bulk Head, thrown in the city below. The woman in red holding onto the hilt of the blade he had buried in ceiling.

'Think' He clawed at his partially closed wind pipe spinning wildly. "Spider-Man" Glynda flicked her riding crop, dropping anything remaining in his telekinetic grip. sshe swung her crop quickly creating a purple shied below Spider-Man. Who plowed straight through it, continuing his downward decent at a slower pace

?

'She could've beaten me at any moment' Was Spider-Mans first conscious thought. "Welcome back to the land of the conscious Mr. Arc" Jaune turned his towards the silver haired professor sitting by his bed side. "I Must say you gave Amber quite the fright"

"Ozpin" Jaune croaked through an aching throat.

"You're not that rash. Why did you jump into the Bulk Head?" Ozpin voice gained a serious edge looking at the teen from above his small glasses.

Jaune winced touching his bruised throat. "It was her, the woman in red. The one who tried killing Amber" He coughed, grabbing a small glass of water by his bed side.

"You're positive?" Ozpin frown stretched low on his face, hidden wrinkles becoming accentuated.

"Yes" It was simple reply. The green and black clad professor stood up abruptly. His stride was quick, his silver headed can clicking against the solid stone floor. "Professor" Jaune stopped the rapidly leaving teacher. "Amber told me you that I had spot in this years group"

A Smile took years off of Ozpin's worried features. "You had a spot since saving Amber Mr. Arc"

Jaune looked down at his bruised fist, his throat throbbing, his body aching. "I Need training, she could've killed me tonight. Me and the scythe girl. If Goodwitch wasn't in the city" He looked towards the plain white ceiling. "I Never planned on becoming a hunter. I Don't want be a famous hero that's my sisters. But I can't keep running around untrained. My powers took me this far. But I need to get to the next level. Adam Taurus, the woman in red, the moss head, and metal legs. They can all kill me if I run into them" He sat up "professor I want to join your school"

?

A Woman in a skin tight red dress, she nursed a dark blue bruise. "Tell Cinder, how is it a boy in a mask beat you?" Cinder was standing in front of a small computer. The person she was talking to obscured by darkness.

"He's gotten stronger then when we fought him last" Cinder replied her head bowed low. "Mistress, if I may speak" Cinder respectfully requested.

"Speak" The voice was smooth powerful.

"He might become a threat to our plans. My subordinate Emerald has seen him leaving the city towards Beacon" Cinder tone was schooled to hide any emotion.

"You think he's one of Ozpin's?" The woman kneeled forward, her eyes glowing red against the darkness, her skin white.

Cinder thought for a second before replying. "The Fall Maiden was young, inexperienced, powerful like all her kind. I Think maybe the Spider, and the Maiden have a kind of relationship. Romantic or otherwise I don't know. But he goes to her"

The woman remained calm "Your ally Adam Taurus said he killed the Spider-Man"

"Yes and I believed him till tonight mistress. But it wasn't the powers, but the moves, not the voice, but the words. That's the same Spider-Man I battled, the one who stopped me from achieving our goals"

"The Whitefang have enforcers correct"

"Those three idiots? Why them?" Cinder was taken aback by her mistress's request.

"I Wanna see Ozpin's latest creation, his hero"

A Maniacal laugh echoed through the room. "Please my queen allow me the pleasure of finding this spider" A Long tail stretched out from underneath a grey trench coat. "After all scorpion can kill spiders"

"No" She turned to the man. "We have enough forces in Vale. The Spider-Man will fall" Her eyes glowed with malice. "When I want him to"

Spider-Man swung down to street level grabbed a mugger and threw him high into the air" He webbed him up to a street lamp. "Here you go citizen" His gave a false deep voice as he handed a woman a purse. She waved at Spider-Man screaming out "Thank you!"

"It's funny isn't it Ozpin" Spider-Man swung between two trucks. "He's changed the path we were on. Stole my dear sweet Cinders destiny from underneath her nose. When the great Qrow Branwen was destine to fail. But this changes little Ozpin" The woman looked out to the deadland where her Grimm spawned from pools of inky black tar. "Train your hunters and huntresses, build your monuments to mankind. Let them raise Spider-Man up on their shoulder, let him be their hero. All of it doesn't matter, makes them easier break. For when he falls"

"Everyone falls"

Spider-Man flew through the air. Each time he reached the apex of his swing he let out loud WaHOOO's and Ha's. "I Love you Spider-Man" A Kid screamed from street levels.

"You know that how Salem?" Ozpin's voice was smooth and kind. A completely juxtaposition on the woman's sultry, and dangerous voice.

Spider-Man went from swing into a powerful shoulder tackle knocking a man off of a ALM. "Marko, O'Hirn?" He looked at the two incredulously. "Really guys?" He webbed the man wearing a grey hoodie to a wall of a building the ALM was in. "How many times do I have to stop you?" He simply,webbed the man wearing a multi green stripped shirt to the ground.

"I Won't lie and say I planned on him. No I alway believed we would find victory a simple honest soul"

Ruby Rose had a mouth full of cookies, her voice came out garbled "That's my uncle"

"But I've come to the realization, that maybe victory, or hope. Can be found in more then a simple honest soul. A Warriors soul, a simple one tracked soul. I Never planned on Spider-Man. But he gives the people around him hope. So if you can, take our monuments, kill our hero's, our hunters and huntresses. Because you can't extinguish the one flame he ignited. You can't extinguish the simplest human emotion. Hope. You can hurt him, break bones, bleed him dry. But he's already given the people hope.

"If you and your Grimm fear one thing it's hope"

AN

Blake and Yang are the only ones Jaune (as Spider-Man) has interacted with currently. Blake because he's been hunting Whitefang. And Yang because she's hunting Raven, and their paths had crossed.

Right Jaune is a well practised, but still lack the skill of characters like Adam Cinder Ozpin and Qrow. He's slightly above the core cast (RWBY, and NPR) because he's a potent blend of speed. Contrary to popular beliefs Spider-Man is fast. A Minor speedster, slower then Ruby. But faster then everyone else. He's Stronger then Nora and Yang. But both have the absorption semblances however to reach his level.

But most importantly is he's been fighting in life or death situations. Forcing his skill level to skyrocket. While somebody like Pyrrah are better pure fighters then Jaune. Meaning in a tournament style fight, with no outside influence. Pyrrah would beat Spider-Man. However she's not ready for somebody to metaphorically bite her hand, throw dirt in her eyes, or fight just plain fight dirty.