Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth.

The pale face, the pale blue eyes, the hairs that were standing all around her body, that´s all Peter could see. The vivid image of the person right in front of him, as she was kneeling and taking hard breaths trying, and failing miserably, to calm herself, before red covered the image.

The red and yellow of flames vividly dancing all around him, making him unable to see outside of them. The desperation clung to him as he was searching a way to avoid the flames and get to her, the woman she just saw.

Upon seeing no way of escaping the ring of fire he was in, Peter decided to take caution to the wind and dived straight in, feeling as the flames enveloped his body, and the burns leaving him to cry in agony as he went through them.

Upon reaching the other side, Peter saw the flames start to die out, and Peter saw the body of the woman, lying disturbingly peacefully on the ground, her legs curled to her right, while her hands rested on top of her chest in silent prayer, almost as if she had accepted her fate.

Peter rushed at her body, kneeling beside her head as he made an attempt to bring her back.

"Come on, please don't leave me." He desperately whispered, shaking her hand a little bit to get her to react. "I need you, please don't be dead!" He let tears slip from his eyes, making their way down as the drops landed on her face.

That all stop when Peter heard a maniacal laugh, surrounding every part of the dark place and making an echo. Peter looked up, trying to pinpoint the source of the voice as he held the face of the woman protectively in his arms. He knew exactly who laughed like that. It was the person that made her like this, the person that took her away from him.

The laughter and the echo subsided, making way for the voice to finally speak. "You've. Failed." Said the voice, leaving Peter tenser than he already was, but also more scared.

He looked at her face once more, only for it to display a wicked smile across its face. The smile was bigger than the face could've handled, leaving streaks of crimson blood to fall from the lips. This scared Peter, making him recoil away from the body, but still close to it. He noticed that the eyes began to open up, before they shot open making Peter see the yellow eyes with red pupils before the body spoke, only it was in the voice of the person that Peter hated the most.

"Parker." It said, before cracking a laugh, almost as if she was laughing at her own joke.

"No! No!" Peter whispered, clutching at his head, trying to block the echo of her words. "No! No! I'm sorry! I'm so sorry…"

Peter woke up with a start, he noticed the abandoned room he was in, and the mattress that has seen better days he was lying on, before he clutched at his head and screamed at the top of his lungs, "Aunt May!" Letting the tears roll down on his face as he tried to keep a hold of himself but sobbing uncontrollably at the fresh memories that he just had.

He wanted to make a joke, wanted to do anything to make the situation lighter, but nothing came up. Only the terrified eyes of his aunt seconds before she met her fate just right in front of him.

Minutes later, the sobbing stopped. He was finally getting a hold of his emotions and wiping the tears away with his sleeve.

'Aunt May wouldn't approve of this.' He finally thought. 'She'd want me to move on just like what happened with Uncle Ben. But I didn't even give her a proper good bye. I'm never going to be able to visit her grave.' He finally thought, rocking himself back and forward, making sure all of it went away for him to feel confident about himself again.

He finally stood up. Making the preparation of his unstable molecules suit to make a Spider-Man suit, and turning the front of his chest for the transformation as he closed his eyes with a sigh.

'But that doesn't matter now. I have to move on. Spider-Man still has a responsibility with Vale and I can't let Peter Parker get in the way of that.' He finally thought, before leaping from the window and making a swing as he started doing his day patrol.

'That's the second time I've had that dream.' He finally thought while he let go of the web line and made way to his next one. 'This is getting nuts.' He finally thought while he shook his head, getting concentrated in anything that might stand out.

The scream of an alleyway got his attention, as he headed there he saw a Faunus getting cornered by a man with a crowbar. He got on the side of the building before making his presence known.

"Man, some people just never learn do they?" He asked as he fell down the alley and landed on top of the assaulter, making him fall over, before he back flipped and webbed him up.

"But, that's why I'm here, to make sure people like you don't hurt someone." He said before he looked back at the young Faunus. "You're okay?" He asked.

"Y-y-you're Spider-Man!" He said, unable to keep the excitement from meeting the red and blue vigilante.

"Um, how do you know who I am?" He asked, making sure that he didn't see the Faunus anywhere before.

"W-w-well, you appeared on the news yesterday, about someone stopping robberies and attacks against Faunus, they all described someone exactly like you and said that his name was Spider-Man." He said fast, so fast that Peter almost didn't catch everything.

"Especially after saving Weiss Schnee, the interview with her was mostly of how she survived the bomb in a limo and she said that it was because of you." He said.

Peter remembered that day, the day he saved the heiress of the Schnee Dust Company three days ago, ever since then, all the news kept asking who was Spider-Man. He went to Junior's Club every night since then, but no luck as the big man was apparently somewhere else.

Apparently he already made a name for himself in Vale, maybe news of a masked vigilante that can do anything a spider can is interesting news even here.

"Yes, I'm Spider-Man, but now I have to go. Make sure to call the cops on this guy." He screamed the last part as he jumped and made a line to pull himself on top of the building that was closest to him, leaving the young Faunus with a bright face.

Upon reaching the top of the building, he crouched and had to scratch the top of his head as he walked to the other side of the building, ready to go slinging away.

"Well Parker, it seems that you're becoming popular here." He said to himself. "Maybe there's no J. Jonah Jameson that will make a menace here." He said to himself, before chuckling. "No, with my luck, there's already someone trying to frame from some crime." He finally said before leaping and slinging away. Unaware of a dark figure that he left behind.

"Oh boy, only the middle of the afternoon and I've already stopped some muggings, some assaults, some robberies, I might have to call this a personal best." Spider-Man said, feeling relaxed as the tension of the morning was already gone. "I might as well say it. Today is a good day!"

He would've continued talking were it not for his web line being cut mid swing. Making him tumble in midair as he steadied himself, shocked that there was someone that did that. Landing on the roof he started to look around anywhere that could've come from.

His eyes finally landed on a girl a year older than him on top of the rooftop in front of him. Her seventeen year old body being a light olive complexion, with long wavy hair falling on her lower back while on top of it rested a black bow. She has amber eyes, decorated with light-purple eye shadow. She wore stockings that started black with white belladonna flowers on them at her hips but fade to purple on the lower parts of her legs, with her feet being covered by a pair of black low-heeled boots, and white shorts. On the top of her body, she wore a white sleeveless undershirt and a black vest with a white button, though part of her stomach was exposed. She has black ribbons running across both of her arms, though her left arm had a black detached sleeve with a silver band on top of it.

She also had a gray magnetic plate hanging on her back, probably for the black scythe that she had in her right hand.

Peter leaped in the air, landing at the side of the building that she was in, although she didn't make a move since he saw her. He walked toward her until they were only a few feet apart.

"So?" That was all he said, already getting uncomfortable from the calm look that she was giving him and the silence. "Why would you try to kill me? Did you ask me out and I said no? Because I so regret saying that, if I did."

"That was only to get your attention." She replied back, having a sweet voice, but still standing upright and calm.

"Well you have my attention." He said as he crossed his arms. "Could you please tell me what was so important that you had to resort to attempted murder?"

She decided to reach for the plate on her back with her left hand, holding on to it as she tensed he muscles for what was going to happen. "I want to fight you." That was all she said.

"Really!?" He asked, scratching the back of his head, feeling even more awkward now. "Normally a cute girl wants to fight me after I ask her on a date. Now I'm getting shot down even before I ask. Man I'm such a ladies man." He said.

This left both of them with a blush on their cheeks; she was clearly unprepared for the compliment. But Peter was blushing for the fact that he said the compliment and was thankful for the fact that he was wearing his mask to hide it.

'Really! She wants to fight you and you call her cute! You really need a girlfriend.' He thought to himself. Preparing himself for the mouthful he was going to receive for that. But it didn't come, which surprised the red and blue vigilante.

Peter sighed, trying to force the blush down, although he didn't realize that she was in the same predicament.

"Why do you want to fight me?" He asked, trying to forget that he called her cute.

This snapped her out of her stupor and made the blush to die down, "Well, you are protecting the civilians from any crime, whether their human or Faunus. I want to see if you are as good as they say you are." She said.

Although she wasn't going to tell him that she used to be part of the White Fang and was seeing if he could battle against them, she saw what he did to some members, but they were low ranking in compare to some that may come later for the Dust if the robberies continued to fail.

"Um, no thanks?" Peter responded, making his way away from her. "No offense, but if we fight, something might happen that I could've stop if I wasn't here. And the guilt will get over me and that's never fun, especially since I have a knack of feeling a lot of guilt for something."

This got the curiosity of the girl, but upon seeing his retreating form, she decided to act. She turned her weapon to gun form and fired, making it fly, leaving a trail of a black ribbon behind it. When it went past Spider-Man, she pulled at the ribbon, making the other end wrap around Spider-Man.

"Um, you do know I could break the ribbons don't you?" He asked her while eyeing the part of the ribbon that was pressed against his chest.

"I've realized that, yes." She responded while letting him of said ribbons, she then turned her weapon to a scythe form and put it in the plate, making the scythe form bigger, but less deadly as the plate covered the sharpness of the scythe. "Though I would appreciate if you didn't."

Peter turned around to the new weapon that the girl had. "Did your gun just turn into a scythe?" He said while eyeing it with curiosity, since his back was turned when she made the scythe into a gun. "That's so awesome!"

This made her a little annoyed, everyone in Remnant knew of the transforming of weapons since it is pretty common now a days and she thought he was poking fun at her style of weapon.

Peter did notice this, though not in the way he was expecting, 'Did her bow just twitched?' He asked to himself before putting two and two together. 'Now the only question is why would you hide it.' He thought, referring to the girl in front of him.

"You know what?" He said, taking a step closer to her. "I'll do it, been a while since I've had a good fight, but please tell me your name."

"Blake Belladonna, but why would you-" Her question was cut short when a web line tucked at her mid-section.

"Well you see Blake, I mock. I'm a mocker." He said, before tugging hard at the web, sending Blake flying towards him. "Also a puller, a tugger, a yanker." He said, poking fun at the fact that he pulled her towards him.

But what surprised him was the girl's agility; she manipulated her body, making it so she was flying feet first towards him. He raised his arms and blocked the dual-kick with an X shaped block. Pushing her hard away from him. Making her land on her on a slight crouch.

"Man, talk about kicking the can." He replied. "I don't suppose you're going to try and kill me, right? That would suck. Especially since I don't really have healthcare."

Blake started swinging her scythe at the air; this would have confused Peter if it wasn't for the purple waves that she was sending, making his Spider-Sense go like crazy.

He started dodging the waves, taking a leap to dodge most of the low ones. Twisting his body so one of the higher ones from taking his head off. When he started going down, she took a few swipes low to the ground, making him land on his right hand. He pushed himself from the rooftop and launched himself towards her, feet first.

"You mind if I steal your move, I mean, since it looks so sleek and cool," He went towards her fast.

She detached the plate from the scythe and put them both in front of her at the form of an X just like he did moments ago. "Only if you let me steal this move." She replied with a smirk on her face when Peter made contact with her block.

"An eye for an eye, I see." He said as he smirked at his own joke. Jumping from her block and making a dash at the black haired girl. He was ready to uppercut her and almost made contact with her chin until she turned black, completely black, almost shadow-like dark. He made contact, only to realize that he hit only air as the girl disappeared from plain sight.

Peter felt his Spider-Sense tingle, but couldn't stop the sole of a black heel that made contact with his chin, sending him flying a little bit before he landed on his back.

"So, you cloned yourself or something? Because I swore I hit you before you kicked me head into a concussion." He said while rubbing his chin and making his way up, noticing that the plate was back on the sword.

"You could say that." She replied, but was surprised that he caught on her semblance pretty quickly, already seeing that he had sharp eyes and quick thinking.

"So tell me, why would you find it necessary to jump me in the first place?" He said as he saw that she was rushing at him.

"I told you, I wanted to see if you're as good as people say you are." She replied, while drawing her scythe back, ready to slash at him with all her strength.

He met her half way, blocking the swing with his left arm. "Oh, I remember." He said, pulling the sword towards himself. "But I find it very difficult to believe that you are testing me with no reason." He finally said while punching her in the gut, sending her sliding away from him.

Not wasting any time, Peter made a mad dash at Blake, "So what's with the dark getup? Was the other colors to bright for you?"

"Are you seriously talking about the way I dress?" Blake remarked, changing her weapon to its gun form, taking some shots at the spider themed teen. "Have you looked at a mirror lately?"

"What? This is an original." He remarked, dodging the shots before making a dash again.

Blake changed back to the scythe and met Peter half way. "Hard to imagine why."

"Oh, I'm hurt, really I am." Peter swung his fist, but was parried by Blake's scythe. He used his momentum to try and land an elbow at her, only for it to be blocked by the plate she had on her other hand.

Blake took advantage of the situation she was in, or rather, that he was giving his back to her, and swiped her right leg at his legs, attempting to take him down. Spidey sensed this and jumped high in the air, manipulating his body to make a backflip and land behind her.

"Peekaboo!" He said to her as he jumped and landed a kick to her back. Blake used the momentum to roll on her back. She ended up facing at Spider-Man, his tall and relaxed stance. She decided to take action as she swung both her scythe and the plate, creating more purple waves from both of them, thinking that he was distracted.

Peter saw the attacks coming and started summersaulting away from the waves, letting them pass underneath him or over him. When he saw some of them going to the middle, he cartwheeled to the left, ending it with an aerial, though he took the chance when his head was down in the middle of the aerial to fire a web from both arms, seeing as them connect with Blake's heels.

"Got your shoes." He added with a sing song voice, using the webs to make Blake lose her balance as he pulled on them.

Spider-Man jumped high in the air, performing a back flip as he was on top of Blake, he shot a web line and took the scythe from her grasp as well as the metal plate, taking away the only weapons she had.

Upon reaching the floor he turned to see a supine Blake looking straight at him with a smile. Upon noticing that the fight had ended, he started seeing the weapons she had.

"Alright, you beat me fair and square," she said, as she stood up and started walking towards the red and blue hero, who was inspecting the scythe with great curiosity. Although she was holding back and had the sneaking suspicion that he was as well.

He started with the metal plate, seeing how it is small enough for it not to be a troublesome load, but strong enough to land nasty hits. Then there was the scythe. He made a few touches here and there, before he landed a lucky tap at a button. Pressing it, he saw as the scythe transformed in to the gun form with the scythe part going back. Peter was lucky that his Spider-Sense was still working because if it wasn't, the scythe part would've stabbed him. He was surprised with this universe's technology. Even if it was nothing compared to Tony's Iron Man armor, he was surprised that this are the weapons a girl could have. He started imagining what it would be like for his web shooters to be multifunctional, but decided against it. Spider-Man uses his fists, he already had to do so much painful things to be good at it, he wasn't going to waste to start using a sword.

"I see you've taken an interest in Gambol Shroud." She said as she was close enough for her to stop, looking at the curious sixteen-year-old.

"Um, Gesunheit?" He asked, clearly not sure what she meant by that.

"Gambol Shroud, my weapon. The one you currently have in your hands and are eyeing like a kid in a candy store." She said with a deadpan expression in her face, not expecting that response.

"You name it? Next thing you know, you're going to adopt it." He said, curious as to why would someone find the need to name a weapon. "Anyway, it's just that I haven't seen something like this. The style is simple but the technology is really complex to be able to make a weapon have more than one function." He said that while he offered her the weapon back, which she gladly took.

"Well, almost everyone here have one." She replied, "Especially if you are a Huntsman or Huntsman in training." She said, while she put the scythe back in the plate and secured it behind her back.

"So I beat you." He said, trying to ignore the fact that she had a deadly weapon with her at all times. "What do I win?"

"A couple of questions." She replied, noticing that the sun was setting and an orange light was taking over the city, making it look beautiful, she decided to rest for a little while; the fight must have taken a little toll on her. So she decided to sit down, letting her legs dangle from the side of the building.

"Great." He said sarcastically, taking his place beside her, although he crouched, using the tip of his toes to support his whole weight. "I don't suppose you will answer mine." Realizing that the whole day was probably wasted on the fight, except if he went to Junior's club again later tonight.

She smirked a little. "Depends on your answers." She said, looking up at the orange sky, noticing how clear it was, without a cloud in sight.

"So ask away, oh great wonderer." He finally gave in, even if in the back of his mind he was screaming at himself to swing away as fast as possible.

"So your name is Parker?" She finally asked, making him extremely uncomfortable.

"Parker? What?" He said, clearly taken aback of the information she had on him. "I-I don't know what you're saying, I mean, Parker is such a lame name, why would you say that?" He said as he scratched the back of his head.

"You talk too much to yourself out loud." She said, reminding him on earlier today, when he called himself Parker when he thought no-one was looking. She looked at him, expecting him to swing away from her, and could see in the lenses of the mask that he was clearly debating to himself if he was going to do it or not.

Peter had to sigh. He clearly had a nasty habit on talking to himself. Maybe it was his mind going crazy for all the Spider-Man activities he did. He realized that she had him dead to rights and that she didn't go to anyone else but him made her kind of trustworthy.

He sighed again, then started taking his mask off, which surprised her, making her eyes widen and her ribbon move a little with curiosity. When he finally finished the slow task, she was greeted with the sight of brown hair and hazel eyes. His face looked a little like one of a nerd, but she thought it made him kind of cute, making her blush a little and take her amber eyes off of him, suddenly finding a very interesting spot on the rooftop.

He sighed a third time, clearly uncomfortable, but drawing her attention to him. "My name is Peter Parker." He ended up saying, "And, I'm extremely uncomfortable with this, it's called a secret identity for a reason."

"Why would you keep your identity secret?" She suddenly asked. "I mean, I'm sure that all the fame of doing what you do must be tempting. Why not reel on it?" Curiosity filled her eyes as she looked intently into Peter's brown ones.

Peter chuckled a little, it was always a question that someone had when he first revealed both alter egos to them. "Well, the fame would be nice" he started, taking his eyes off of hers and deciding to look at the lowering sun, "But if someone decides to attack one of my loved ones just because they are related to me, I could never forgive myself."

Blake saw his reasoning, that made her see that he was not doing what he did for the thrill of it, but was someone that wanted to do something right with the world.

"Well, I suppose it's my turn." He said, setting his eyes on her again and seeing her nod with a smile. "Why would you hide you're heritage?" He asked.

This caught her by surprise, almost as big as Peter when she asked about his name, and reached up; making sure that her bow was still in place with a panicked look on her face. Upon making sure it was, she gave a questioning look at him.

"When you are annoyed or curious, your ears start twitching." He answered her unasked question.

"W-Well, you see…" She started, still taken aback of his question. "I want people to see me for who I am, not what I am." She answered, debating to herself whether she should show him or not.

She came to the conclusion when she thought that he showed her as well. She started pulling at the ribbons on top of her head. She took a hold of it on her right hand, revealing black cat ears at the top of it, though not as dark as her hair, making them stand out a little bit.

"Cute." Peter finally said the only thing that came to his mind at the moment. He regretted it immediately as he started to feel his cheeks burning from what he said, but if he would've looked closely he would've seen that Blake was with a blush as well.

The sun finally finished setting, making way for the moon to be shown across the sky as silence reigned over the two of them, making it look like a wonderful time, were it not so awkward for either of them.

"W-why do you do it?" Blake finally broke the ice that was forming with the question, hanging on to her ribbon with both hands, staring at it intensively like Peter was doing with his mask.

"Huh?" Peter finally had the courage to look at her again, this time with a confused face, thinking that she was meaning it the compliment and took it as a joke.

'Yeah, the bad thing about making jokes is when you are serious and no one ends up taking it seriously.' He thought to himself and was trying to come up with something to get him out of this situation.

She looked directly at him, amber meeting hazel, and asked again. "Why do you go out as Spider-Man?"

Peter saw that she was really curious about this, as she needed to know, as if there was no way of him getting out of here if he didn't tell her.

Peter thought for a moment. Thought really hard on just what to say, he knew why he did it, it just difficult for him to say it right.

'Yeah, who would have thought that a guy with a motor mouth not finding things to say.' He thought before sighing.

"With great power comes great responsibility." He decided that short and simple was the best way to go.

Upon seeing the confusion on her face, Peter decided to elaborate. "It's something my uncle used to say to me every day. At first I didn't get it, but something happened and now I hold it very personal to myself, I try to define those words and what they really mean."

"What happened?" She was stuck to his eyes, never for a second leaving them, fearing that he might leave if she left them and she didn't mind getting lost in them.

Peter blinked a few times, the memory still fresh in his mind. "That's really something I'd rather not talk about." But the signs were there for Blake to read. Whatever happened was really bad.

Peter finally decided to stand up, and stretched his legs a little bit. "But you know, I have to thank you, I haven't had a chance to talk to anyone about Spider-Man in a while. So thanks." He said, while holding his hand towards Blake. She took it and stood up, noticing that, even in her heels, he was a few inches bigger than her. Returning the smile he was giving her.

"It was nothing." She replied, "Besides it's you who did me a favor."

"I did?" He asked while putting his mask back on. Seeing as she did the same with her ribbon. "Well you're welcome, I guess." He said as he looked at the bright lights of the city bellow them. "See you, later, alligator." He finally jumped from the building, letting gravity take him down to the depths bellow, before he raised his right hand, making a web line, knowing exactly where he was heading.

'Junior's Club should be open by now.' He thought to himself. 'Let's hope third time's the charm!' He let go of the web line before quickly firing another one. Leaving behind a seventeen year old Faunus that followed him with her eyes.

'You gave me a reason to fight!' Blake thought, finally walking from the edge of the roof. 'Fight corruption, inequality. Fight everything wrong with Remnant.' She ended up making her way down the stairs, thinking at the possibility of Beacon as a school.

A.N. Whew, finally finished.

I'd tell you the truth, the battle scene was harder than I first expected. I wanted both of them to show their strengths without revealing too much, hope it all worked out for you guys.

As my decision of Spidey being a drive for Blake, I noticed that they are a lot alike, both of them receiving the short end of the stick, but continue to fight no matter what, all for a better place.

They also both share a difficult past, but they are trying to overcome it, making themselves better.

Please tell me how you felt about it.

MightyTheWriter: Thank you very much, and yes Peter will be there.

Kharn: I don't really plan on him being in the story, but there will be other characters.

Thank you all so much for the reviews, the follows and the favs, hope to see you soon.

Quick question, should I start giving the chapters names?

Answers in the reviews please!

Cheers!