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

Hey "Junior" Xiong was by now accustomed to waking up in the middle of the day after a long night in the night club. He would always appreciate the comfortable bed surrounding his body and how relaxed he felt at that moment.

That's why it came as a surprise to him to feel a stinging sensation in the left side of his face. He at first paid it no mind, but after the sensation increased to one of real pain he started to lift his right hand to check it. Or at least he would do it if his arm would move more than a couple of inches.

Opening both eyes as best as he could, he saw that he was staring straight at a reflection of himself, only that it was sporting a black eye and a red left cheek. The cold wind finally woke him the rest of the way up, moving his head down, he saw the brand new webbing made cocoon that he was currently in with a little web line at the base of his feet keeping him connected to the floor.

'Wait, why am I not falling?' He thought to himself before chancing a look at the ceiling. He then saw the ceiling was actually some stories up, and was made of concrete, and that people were walking on it.

That's the moment he realized the situation he was in right now. He has hanging upside down a twenty story building. This realization made him remember the night he was just in. How Blondie and the Spider completely ruined the night club and beat up most of his henchmen.

"Good morning." Came the voice behind him, "Or should I say good night? I mean it's like midnight so who knows." Junior turned his head, looking behind his shoulder he saw a red and blue suit, even in the dark the color scheme was noticeable.

The annoyed face of Junior was visible for Peter, with his eyes forming a glare, he was glad that Junior was not Cyclops. If he was, he was sure he would be burnt spider by now.

Peter would have continued to pull jokes. But he was sure that if he did, Junior would end up too annoyed to even answer anything that Peter might ask. He wanted to intimidate him, make him squeak, which wasn't really his style. Sure, he could do the spider gag he did with the sniper he caught in his first night, but now that more people have seen him in action, he'll doubt that it will work again.

'Oh, great I annoyed him.' Peter thought, 'If only I were more intimidating! I should practice talking like Christian Bale.'

Spider-Man crawled slowly towards the cocooned man. Making sure to be as intimidating as possible, wanting to make Junior think he was a predator stalking its prey. Junior followed closely with his eyes, seeing as the spider made his way in front of him. He was not scared of the red and blue vigilante, not after all the jokes he pulled against him in the night club fight, he could not take seriously whatever this guy had planned.

Peter silently cleared his throat; he wanted it to be as deep as possible before he began. "I am the spider. I own the night. Your worst nightmare has come to life, punk, and you're looking right at-" He suddenly stopped, put his closed hand in front of his mouth and started coughing madly into it.

"Kof! Hack! How can he keep that up for an entire movie…?" Peter asked out loud to himself. When the coughing finally subsided, he chanced a look at Junior, and he was met with the biggest stares that he has ever seen.

"Oh, give me a break; don't you know how hard it's to things like that while upside down?" The lenses of his mask made a questioning look, making Junior sigh out loud.

"…What do you want, Spider-Man?" Junior asked in a little irritated voice. Truth be told, he has been expecting that the vigilante would try to take him sooner or later. After busting some of his goons, it was only a matter of time for them to meet.

"Ah, right to the point. You see I'm not that kind of spider," Spidey said as he got more comfortable, crouching on his toes. "I like to know the people I interrogate before we talk about business. So, Junior, how's it hanging?"

The stare Junior was giving him was one he would put in the Guinness World Records for deepest stare ever. If looks could kill, Peter swore that he would have died, came back, and died again.

"Ok, fine!" He said with his arms raised up in mock defense, "Now, don't say I didn't try this the easy way."

"You see, even though I busted your boys from all the Dust thefts that I've come across with, all the Dust that they all stole, and are still stealing, is still missing. And every low life I meet says that they work for Junior and that Torchwick guy, and if I want answers, either one of them is the man I should talk to." Spider began to crawl up to Junior's personal space, before grabbing him by some of the webbing in front of his chest.

"So talk, Junior." He said in a more serious tone.

Junior's stare finally stopped, instead being replaced by a knowing smirk. "Who are you kidding?" The smirk grew every seconds that passed, "What's the big hero going to do if I don't say anything." The smirk turned into a frown, conviction in his voice.

Peter doubted for a moment. He wanted to hurt Junior for everything he's been doing lately, but he knew that neither Uncle Ben nor Aunt May would approve of him taking advantage of the situation they were in. And his reputation for not killing criminals certainly got to Junior's ears.

He started to loosen his hold of the webbing, making Junior smirk again. That stopped though, when Spidey put his left foot on his right shoulder and pushed, making him spin around fast. So fast, Junior could barely tell the difference of the place he was even looking at, the colors kind of blending in with each other.

"I don't know, but you do appear to run your operations in your night club. I could hang out in there. I'm sure Melanie and Militia would be so happy to be around me there. Oh, and also Torchwick when he decides to show up. It will be so much fun; we could play Twister or sing Kumbaya all night." He added with a slight smirk.

Junior's head was spinning. He was sure that there could not be much time before he would actually pass out from all the dizziness. "Okay, okay!" He shouted, not really sure the sound would get pass the wind he was hearing.

Spidey suddenly stop the human spinning top. Though he could see that Junior's eyes were rolling around, trying to make the spinning world stop.

Junior shook his head, finally clearing the cobwebs from his head before staring hard at the white lenses of the vigilante. He hated to be beaten, but he knew when he was. He also knew that having a known vigilante around would make it impossible for him to do his more shady deals, and would get the curiosity of the cops as well.

"Now, that's more like it!" Spidey happily replied. "Don't you see how much easier it is when we tell each other how we really feel?"

"I don't know where all the Dust is." He finally told the hero.

"Come again?" Peter stared incredulously at Junior.

"I don't know where any of it is. Torchwick hires my boys to do all of the dirty work. He was in the club today complaining about you. How you just came up out of nowhere and started beating them at their robberies." Junior said, trying to get rid of the vigilante as soon as possible. "But, I know where another robbery is going to happen." He said getting a little smirk at having something the vigilante might want.

"Big deal, I've stopped more robberies per day than I can count. I'm sure that it's going to be the same one as the last ones I stopped." He said, getting to a vertical base.

"Some of my guys told me that Roman Torchwick himself is going to lead this one." Junior replied quickly as his smirk slowly grew at seeing the interested look he got from Spider-Man. "He is frustrated with all the crimes you stopped and wants to ensure this one."

"Pray, do tell." Spidey finally answered, crouching again to be on Junior's eye level.

"There's this store a few blocks away from the night club." Started Junior, sick and tired of all the complaints that Roman had been giving him and all the henchmen behind bars because of said man. "It's called 'From Till Dawn', you can't miss it. It's in the middle of the street."

"Aw! You do care!" Spidey commented, "And for being such a good sport in our little game, you get a special reward." He started to pull something from his belt, a small container and started putting the liquid inside on the web line that connected Junior with the bottom of the pillar they were in.

"What are you do-" Junior was caught off as the web line snapped, leaving him falling to the pavement below. He started to scream his lungs out, trying as hard as he could to move inside the cocoon. He felt every second passed as he kept falling closer to the ground.

He felt the wind leave his body, though, when a red, black, and blue arm found its way across his stomach, stopping most of his momentum.

"Are you always such a drama queen?" Spidey asked as he swung them down low. "Although you should feel special, normally I only do this with pretty girls, and Wolverine. I'm his designated swinger!"

Upon reaching a light post, landing on the top of it, Spider-Man began the process of reapplying the webs to the cocoon, making it last for another hour, and hanged Junior upside down again.

"Man, you must be getting a lot of blood to your brain." Spidey said. "You better hope that the cops come here quickly unless it becomes a problem for you!" Spider-Man then leapt from the spot and started swinging away. "Make sure to tell them that their friendly neighborhood Spider-Man said hi!"

Although Junior's head was not red for all the blood, he was in fact furious of how he has been treated this night! First Blondie knocks him out and leaves him with a black eye, and now that Spider guy began playing twenty questions with him. He cooled down with a loud sigh, hopefully the worst was over.


"Oh, man! I'm getting really hungry now." Spidey was seen swinging late afternoon, actually glad for the first time since he got in Remnant that he got a long sleeping session.

"Although, I shouldn't be surprised." He said with his head low. "The only things I have eaten were some pancakes that Violett made. And that was four days ago!"

Sure he could go pay a visit to Violett, but he didn't want to take advantage of her.

'Junior said that the store is a few blocks from his night club.' He let go of the web line he was swinging in, letting gravity take him down before firing another one. 'But I should probably start looking now before it's too late!'

Making his way to the night club, he began thinking about what he was going to do as Peter Parker. 'It's no good. Even when I worked as a freelancer at the Bugle, identification was a must if I wanted to get paid.'

Getting close to the club, Spider-Man started to hear the loud beats of music reaching his ears. He made his way closer, and saw that the music came from inside the night club.

'That was fast!' Peter thought, remembering how the place got destroyed after the fight with Yang against Junior's men. 'I guess sometimes crime does pay!'

Making rounds around the club, Spidey searched for the place. ''From Dust Till Dawn', huh. I remember the movie. Man, can Quentin Tarantino make good movies.'

Night came quickly for the spandex wearing hero. 'Easy to find. Huh, this place is harder to find than a needle in a haystack! And I mean a big haystack! An enormous haystack! A haystack the size of aaand there it is.' Spidey turned his, finding an oddly out of place small building surrounded by taller buildings.

Peter perched himself at the building to the left of the street that seemed to be pointing at the store. "I wonder if Torchwick is already in there."

Unknown to him, an orange haired was talking to the old shopkeeper inside the store, puffing at a cigar and surrounded by men dressed in black with red ties and sunglasses.

"Do you have any idea how hard it is to find a Dust shop open this late?" He asked as one of the men pulled a handgun straight at the shopkeeper's face.

"P-Please, just take my Lien and leave." The old man spoke softly, shaking like a leaf.

Roman began shushing the old man with a small smile. "Calm down. We're not here for your money." The smile turned serious as he talked to one of the men. "Grab the Dust."

The men pulled out a box, opening it revealed it to be filled with ten canisters carefully spaced away from each other. Some of the men started taking the canisters, making their way to the tubes filled with powdered Dust around the walls while another one pulled an empty box.

"Crystals." He said to the clerk, who started taking them out of the counter. "Burn. Uncut."

One of the henchmen started making his way to the other wall, away from the rest. There he found a red cape swaying lowly from the body of a small girl, conveniently hidden from the rest by a high shelf.

He drew his red sword. "Alright kid, put your hand where I can see them." He said in a cool voice as he aimed the sword at the girl. Upon noticing that he was being ignored he lowered the sword. "Hey! I said hands in the air. You got a death wish or something?"

Ruby Rose was having the time of her life. She was currently enjoying a weapons magazine she found when looking for Dust for her baby and started ogling at all the weapons she saw. Deciding it was for the best to read it, she hid from the old man in the counter and pulled her headphones on, enjoying the music and the weapons her silver eyes were seeing.

The last thing in her mind was that a gloved hand made its way to her cape's hood, pulling it down. She reacted immediately. Turning around to find a tall man in a black suit, clearly looking agitated. "Huh?"

The tall man put his left index finger against his left ear. She clearly got the message as she pulled her headphones down to her neck, but let the music continue playing. "Yes?" She asked the man.

"I said, put your hands in the air! Now!" He demanded.

The got Ruby a little confused. "Are you… robbing me?" She innocently asked.

"Yes!" He almost screamed at her, the frustration around her was getting unbearable.

"Ohhh." She said, as if sudden realization finally dawned at her.

Roman always found Dust interesting. He was surprised at how versatile it was and how many uses it can bring. He was currently inspecting one of the red crystals that were on the counter he was leaning on when one of his men was sent flying against the door of the store at the same time he heard some kind of woman grunt in effort.

He signaled one of his men to check the disturbance before going back to the crystal in hand.

The henchman was found face to face with a black and red wearing fifteen year old. Wasting no time and pulled the gun straight at her. "Freeze!" He shouted.

Peter was making his way down a wall, hesitant of going inside the door. "If Torchwick sees me going in, then it's goodbye to this plan."

He didn't expect to see the window of the store shatter, though. And that out of said window came a girl in black and red kicking the face of one of Junior's men.

"Hey, it's Little Red Riding Hood!" He exclaimed to himself.

Upon looking inside, Peter found more of Junior's men looking flabbergasted at what just happened in front of them, and also he saw Roman Torchwick himself staring curiously at the girl.

Looking back at the girl, Peter couldn't help but see that he already met the girl. She was Yang's little sister! Upon seeing closer, he saw her reach for the rectangle thing she had in her back, before pulling it out as it transformed into a giant scythe!

"Aaand, there's the big bad wolf." He finished remarking, referring to the scythe.

Ruby smirked at the stunned faces inside of the store before she spun around, letting her scythe slide against her right arm and back and grabbing her headphones in the process with her right hand and stabbing the scythe to the ground with the left one. She then pressed a button on her headphone, letting the music stop.

"Okayy. Get her." Roman said in an annoyed tone as he saw that the henchmen were still standing around him.

"And that would be my cue." Spider-Man said as he leapt off the wall.

The first of the four henchmen that were still conscious rushed at Ruby, slicing low at her lower body. She responded by jumping high, letting her scythe take the weight of her body and proceeded to spin around with only one hand on her scythe before giving a double kick to the jaw of the man, sending him flying back inside the store.

She jumped away, taking the scythe with her, and landing a few feet to her right. She saw two of the remaining men rushing at her as she put her scythe behind her back. Firing a shot, she let the momentum spin her around at a great velocity and stuck one of them with the back of the scythe, sending him flying up and away. She would have proceeded to try and take down a third down the third one, landing a hit his above his head and making him land on the floor if it wasn't for a red and blue blur taking him down with a kick to the gut.

"Hey, what's the big deal?" Spider-Man said as he crouched low. "Don't you know that when a girl says no, she means it?"

Ruby stopped for a moment to stare at the vigilante, getting in a trance at seeing her hero for the second time in her short life. That trance nearly cost her as the remaining goon started firing wildly at them. Luckily for her, Spider-Man reacted quick enough and picked her up before dodging the shots and getting them farther away from the goon.

Letting her down, they both went their separate ways as the bullets were making their way towards them. Ruby used the shot of her scythe to get close quickly. Taking the inertia, she slid against the floor and got the goon in his feet, making him fly high in the air. Spider-Man took the opportunity to drop kick the flying goon, sending him crashing against the feet of a very pissed Roman Torchwick.

"You were worth every cent, you truly were." Roman said to the downed henchman. "Well, Red and more Red, I think we can all say it's been an eventful evening." He said to the red duo that were ready for a fight, while stepping on his cigar with his cane, with the sound of sirens making their way closer. "And as much as I'd love to stick around…" He said while rising said cane and making it point towards them. "I'm afraid this…" The bottom of the cane flickered up, revealing it to be some sort of black dot sight. "… Is where we part ways."

Roman fired a fire Dust round at the duo, making each of them jump high in the air, Ruby with help of the gun of the scythe, away from it.

Seeing the spot where Roman was, each of them looked around after not finding him there. Both of them spot him climbing a set of stairs to the rooftop of one of the buildings.

Peter checked on the shopkeeper. "You okay?" He asked, ready to chase the orange haired man.

With a low 'uh-huh' from the old man, Spidey turned to Ruby. "Race ya there." He said quickly before he dashed at the building and started climbing it.

"Hey! No fair!" She replied as she made her way towards the building as well.

Torchwick finally reached the roof and quickly made his way to the other side of it. Spidey and Ruby reached the roof shortly after. "Hey!" Ruby screamed, making the criminal stop.

"Man, you guys never learn do you?" Spidey said to Torchwick's back.

"Persistent." Torchwick lowly said. The next second a giant airship was seen coming from below the building and stopping right on top of it, shocking the red duo enough for Torchwick to get inside and for it to fly a little higher, taking him a little more out of reach.

"Ok, wow, just wow." Spidey said as he was amazed at what the criminal mastermind was able to pull.

Upon turning around, Torchwick shouted, "End of the line, Reds!" Showing them a red Dust crystal and throwing it at their feet.

Taking careful aim, Torchwick fired at it, making Peter's Spider-Sense tingle like crazy. Knowing there wasn't enough time to get them both out of the way, Peter did the only thing that came to mind when the shot got close to the red crystal and hugged Ruby, blocking the path between her and the crystal with his body and closed his eyes tight, prepared to be in a world of pain.

A few seconds later and Peter was deaf. He knew that an explosion that close would have had that effect on him and the intensive heat as well, but what he didn't expect was to not feel the impact of the explosion itself.

Chancing a look behind his shoulder, Peter saw a pale white older woman with very light blonde hair tied in a bun except for a few strands hanging at the side of her face. Over her bright green eyes were a pair of ovular glasses and had green beads in her earrings and collar. She had a white long-sleeved suit, though it exposed part of her chest, with puffy sleeves that tighten near her wrists before spreading back out near her hands. She also had a black business skirt with buttons running in a vertical line in front of it and lighter black-brown stockings. She had brown boots with heels and had a tattered cape that was purple on the inside and black on the outside.

Apart from that she had a black riding crop, but what was more eye-catching was the fact that at the other end of it was a purple energy shield that took the impact. Letting go of Ruby, Peter tried to ignore the blush that was forming on his face. "Man, you guys have a nick for showing up last minute, don't ya?" He asked at the new arrival lost in him that Ruby also was now sporting in her cheeks a light shade of pink.

Ruby's however, died instantly at the sight in front of her, seeing for the first time the woman that saved them.

Pushing her glasses up, the older woman swung her crop, sending with it some energy beams that struck the airship making it, and Roman inside it, lose its balance as it tried to stay in the air.

Torchwick stumbled to the pilot's cabin, managing to reach the pilot inside. "We got a huntress." He managed to say before the pilot left her spot, making him take it.

The Huntress in question managed to summon a storm that sent some ice crystal to stick against the airship, making Roman unable to make a quick escape. Peter meanwhile was looking for something to do, even if wanted to be like Ruby and stare in amazement the battle happening in front of him.

"Well, when in doubt…" He lowly said before leaping at the airship and using a web line to land at the open side of it. "This is so not how the saying goes." He finished.

He was met with some pale white feet on some dark, glass high heels and a jeweled anklet on the right leg. Looking up, Peter could barely see anything other than the burning amber eyes looking right back at him, and Peter could tell that this was a woman in front of him because of the silhouette of the burning parts of her body.

"Hey, you're not Torchwick!" He said in fake amazement.

He felt his Spider-Sense tingle soon after. Doing a back handspring to avoid some fire blast at his direction. "But you do have his temper. Ever heard of therapy? I hear that it's a good thing to do if you have a lot inside you, and not all of this. I mean, look at you! You are literally burning."

His Spider-Sense tingled again, but wasn't able to do anything as part of the wall of the airship was destroyed by the woman, sending some of the pieces to hit him out of the airship, making him have to zip his way back to the rooftop.

"Oh, man, the trip I've been. There didn't even offer food or a movie on the flight. And they even had the audacity to kick me out mid-flight. They are so getting a bad review online." He said, making Ruby snicker a little and the Huntress to roll her eyes.

The woman on the airship stepped to clear view to the people in the roof, making the Huntress take a more serious look in her eyes. The woman in the airship was the first to strike, sending a fir blast at the Huntress, who formed a purple shield in front of her. Taking her example, Spidey formed a shield out of webbing and stood in front of Ruby. "Wouldn't want you to get a sun burn." He said to her as he saw some of the pieces of the blast melting the floor.

The woman struck again, making the floor that the Huntress was standing in to explode. Luckily, the Huntress managed to do a back handspring with one hand. Peter saw her landing to his left, feeling some of the debris hitting his shield.

"Fancy seeing you hear." He said to her, only to be completely ignored as the Huntress started waving the riding crop, making all of the debris into a giant javelin. "Hey, thanks! I needed a toothpick!" Spidey said as the makeshift javelin to fly directly at the airship.

The woman on the airship started destroying it blast by blast, only for it to reform and continue like nothing happened. Luckily for the people in the air, Torchwick managed to steer the airship so that the woman did not get hurt, ricocheting the into several pieces at the armor of the ship.

With another wave of the crop, the giant javelin transformed into smaller lines snaking their way around the ship. When the woman inside finally regained her footing, she focused her energy in her body. Extending her arms, she released it, shattering the lines and disintegrating the debris they were made of.

With the ship turning around, ready to make it leave, Ruby finally made her presence known as she started shooting at the woman inside, only for the shots to be disintegrated as well as they reached the woman's hand.

"Guess they don't like presents." Spider-Man said, shooting some web lines, connecting them to the ship. Holding on, Spider-Man was able to stop the movement of the ship, much to Roman's annoyance. "But that doesn't mean you have to leave the party early! I mean, the night's still young!"

Having enough of the fight, the woman made the floor beneath all three of them explode, but the Huntress pushed them both forward, making Ruby fall to the ground and Spidey to do a handspring, like the Huntress did after him. Unfortunately though, the sudden push he got from the Huntress made Spider-Man lose his hold on the webbing.

Finally free, Roman finished rotating away and lowered the door, making his way away from the scene. Spider-Man raised both of his arms, intent of giving chase, only for his web shooters to let out a small 'tht-'.

"What? Oh, come on! Always in the worst of times!" He said as he lifted a little his costume's shirt, revealing a mechanical belt, "And no more cartridges, guess four days is the maximum I could carry." He said, already lamenting how much web he used in Remnant since he's been stopping crimes day and night.

Another thought came to him. 'How am I going to make more webbing!?' He said as he ran a hand in the back of his mask. 'Without any of my old equipment, web-fluid is SO out of the question right now!'

Ruby started staring at the woman in her right, her silver eyes sparkling. "You're a Huntress!" She said in excitement, making her turn back to her. She raised her hands bellow her head in excitement, "Can I have your autograph?!"

She simply stood there unresponsive, with a low glare in her eyes, "I need you to come with me." She turned to the red and blue hero, "Both of you."

"Yeah, sure, and my name is the Human Spider." He said, if Ruby was anything to go by, this was a famous person, or at least the profession is famous, and if what he just saw was also anything to go by, then she is a famous cop or something like that, and his relationship with cops was not the best.

Making his way to the edge of the roof, he saw all kinds of police patrols and cars around the area. Clearly someone told them that it was Roman Torchwick the guy here committing the crime. Peter paled a little bit, if the cops here were anything like in Earth, then he would have to face them in order to get out of here, and without his webs it would be a little more difficult. Weighing his option, Peter decided that the fact that she didn't try to kill him on sight was a plus for him. "I mean, only if you ask nicely."

She 'hmmph'd before making her way away from him, followed closely by a duo wearing varying portions of red.


The sad look that Ruby had on her could melt hearts made of rock. Being beneath a spotlight and looking down, she couldn't even bare to look at the Huntress that was yelling her down for her actions.

"I hope you realize that your actions tonight will not be taken lightly, young lady." Said the Huntress that was walking behind her. "You put yourself and other in great danger."

"They started it!" Ruby said, trying to defend her actions as she finally gathered the courage to look at her.

Ignoring the small outburst, the Huntress continued, taking out her scroll and looking through it, "If it were up to me, you'd be sent home with a pat on the back…" She stop for a little bit, making Ruby smile a little in hopes that the Huntress was glad for what she did. "… and a slap on the wrist." She finally concluded, taking a swing with her crop at her arms on the table, making her recoil in defense as she got her arms close to her with a small "Eeek!"

Only the crop never reached the table. It was stopped by a red outstretched arm grabbing a hold of it coming from the ceiling above the table. "Isn't that a bit too harsh?" He innocently asked. "I mean, she only did what she thought was right, I'm sure that you would have done the same in her situation."

Ruby looked up with sparks in her eyes, seeing the red spider on the blue back of Vale's vigilante sticking up for her against a Huntress nonetheless.

"You are just as immature as her." She calmly replied. "Every day in the last four days, you have been all over Vale, going after every crime that you came across with. The presence of you is making the cops work harder as the White Fang are sending stronger men for the Dust robberies, and no amount of cops could stop them if they continue like that."

"I'm only trying to do the right thing, just as Ruby here was trying to do the right thing tonight." He calmly replied to her accusation, letting go of the crop. "I know that I'm not perfect, hell I am far from being even close to perfect, but I get up and do what I think is right. Not because it's my job, or because I feel good by doing it, but because it's the right thing to do. And if the White Fang or Torchwick, or anyone is going to do something wrong, then I'm going to be there to stop them."

The Huntress sighed lowly, she wanted to chew his ear off at how idealistic he sounded, and that the real world didn't work like that, but the night was getting late, and she didn't know if she could keep them both longer than what she planned.

"Anyway, because of tonight's… events, there is someone here who would like to meet you." She said, gaining an interested look from both individuals.

Stepping away, she uncovered a pale white middle aged man with tousled grey hair and sharp facial features. He was wearing shaded glass spectacles and a dark green scarf that had a small purple cross shaped emblem. He was also wearing an unzipped black suit over a buttoned black vest and a green undershirt, black trouser shoes and long dark green pants.

Coming forward to the light, both could see that he was holding a plate of cookies and a white mug with a grey emblem on it.

His brown eyes landed on the occupant of the chair in front of him as he stopped before the table. "Ruby Rose…"

Ruby for her part had a dumbfounded face as she immediately realized who just said her name. Making his way over, the middle aged man leaned forward, taking a really close look to Ruby's face. "You…" He started to say, getting Peter's interest at the odd behavior the man was showing. "Have silver eyes." He finished.

Ruby was even more dumbfounded after that, "Uh-Um." She started, not really knowing how to follow something like that.

Spidey, God bless his soul, saved her twisting mind. "Old, tall man…" He started, making the person straighten out and look up until his brown eyes connected to Spider-Man's lenses. "You…" He continued as he leaned forward, much like the old man did to Ruby. "…have silver hair." He finished before snickering. "You see, it's so awkward when someone does to you!" He said at the impressively calm man's face.

The Huntress however, did not take Spider-Man's antics so easy, "Why you! Don't you know who you're talking to?!" She hardly asked but stopped her rant as she saw the man's face.

"Now, now Glynda, it's rude to start shouting at guests." He calmly said.

Spidey crossed his arms and face the Huntress himself. "Yeah, Glynda! How rude of you."

Taking a step forward with a red face, Glynda turned back to what she was doing in her scroll, she showed it to Ruby and Spidey, having some clips of her fight with Roman's men earlier that night.

"So, Ruby, where did you learn to do this?" He asked, pointing with his head at the video.

"S-Signal Academy." Ruby responded, extremely uncomfortable with who she was talking to.

"They taught you to use one of the most dangerous weapons ever designed?" He quickly asked.

Peter chose to stay quiet; he wanted to learn why every girl he met was having a deadly weapon and knew how to fight. Especially since they seem to be taught at an early age, and that it was almost like a school system.

"Well, one teacher in particular." She quickly responded, not wanting the old man to start getting any ideas that Signal was getting more dangerous with they're weapons.

"I see…" The old man responded, setting the plate of cookies down in front of the red caped girl.

She hesitantly started reaching for one of the cookies, half expecting to be yelled at for trying, getting her hand on one, she took it to her mouth as quickly as she could, looking up, only to see no reaction from the two adults.

She then began devouring all the cookies in the plate, occasionally looking up, seeing the slight surprise in the adults at the pace that she was eating.

"It's just that I've only seen one other scythe wielder of that skill before." The old man said suddenly. "A dusty, old crow." He said looking up in memory.

Ruby had the last cookie that was on the plate and started speaking at him. "Mmmm. Thash muh unkul!" She happily responded, clearly unaware that she was speaking with her mouth full, only to be reminded of it by the man's slightly disgusted face. Setting the cookie down on the plate and swallowing the crumbs in her mouth, she began again. "Sorry." She said with a small laugh. "That's my uncle Qrow! He's a teacher at Signal. I was complete garbage before he took me under his wing. And now I'm all like—Hooowaaah!" She started making hand chopping motions with her arms, making Peter chuckle a bit.

"So I've noticed." Replied the old man as he saw Ruby reaching for the last cookie again.

Having only inches from her mouth, she stopped as she heard some growls coming from above her. Looking up, she saw Spider-Man with his arms over his stomach. "Oh man, you didn't hear that, did you?" He said as he saw all of the occupants in the room looking up at him. "So sorry, it's just that I haven't eaten anything in a while now, but please continue." He urged them, taking his left arm away and waving it in front of himself, trying to erase himself again.

Ruby looked down at the cookie in her hand and the man crouched in the ceiling above her, still holding his stomach with his right arm, and made her decision. Standing up, she tapped Spidey's shoulder, making him turn around to see her offering the cookie. "Oh, you don't have to do that." He said, not wanting to trouble her, " I said I'm fi-" He would've continued if it wasn't for the face she was making. She looked almost ashamed of herself for eating all the cookies by herself without thinking of the spider hero, and he knew if he refused her gesture, I would have left her eve more devastated.

He slowly reached for the cookie, grabbing it, he looked directly into Ruby's silver, sparkling eyes, "Thank you." He said, reaching from the base of his neck, and pulling his mask all the way up to rest in his nose, showing his white complexion and his pearly whites as he bit down on the cookie, seeing the delighted face of Ruby as she sat back down.

"So, Ruby, what is an adorable girl such as yourself doing at a school design to train warriors?" The adult man asked, setting the mug of hot coffee down on the table, and leaning on his hands against the table as well.

"Well, I want to be a Huntress" She answered, the short answer being the only thing that came to her mind.

"You want to slay monsters." He coolly said, making Spidey choke a little bit on the crumbs of the cookie, though nobody noticed.

"Yeah!" She simply responded, before continuing, "I only have two more years of training left at Signal, and then I'm going to apply to Beacon!" She raised her hand to the side, "You see, my sister's starting there this year, and she's trying to become a Huntress," She raised her other hand. "And I'm trying to become a Huntress 'cause I want to help people. My parents always taught us to help others, so I thought, 'Hey, I might as well make a career out of it!'" She giggled a little bit before putting her hand back in the table. "I mean the police are alright, but Huntsman and Huntresses are just so more romantic and exciting, and cool, and really—" She cut herself as she couldn't handle the excitement of the speech she was giving and her thoughts of her life as a Huntress. "You know?!"

The silence was all she got, but Spidey got deep in thought. 'She wants to help people, that's very noble. If only I would have realized that before-No. Don't go there Parker, you do not want to go there!'

The man in the chair finally asked. "Do you know who I am?"

Ruby immediately answered, without any hesitation, "You're Professor Ozpin. You're the headmaster at Beacon."

A small snicker escaped from the usually stoic man. "Hello." Ozpin finally said.

"Nice to meet you." Ruby replied, without missing a beat.

"You want to come to my school?" He asked her, even after what she said in her long speech.

"More than anything." She replied.

Looking at Glynda, only to receive a low 'Hmmph', he looked at Ruby again before saying, "Well, okay."

This gave Ruby the biggest smile that she ever had. "Now, Ruby, if you could please leave us, I still need to speak to our friend up there," He said. She simply got out her chair, and let herself be let out by Glynda, closing the door behind them.

Peter let himself fall from the ceiling, twisting his body so he could land butt first in to the chair and raising his feet over the table. "You know, you're placing a lot of trust in her." He said as he put his hands behind his head.

Ozpin was still as calm as ever. "So did you when you defended her against Glynda." He said before pushing his spectacles back up, "So is everyone in Vale when they all let you swing around the city. You have made them feel safer, Faunus and humans alike."

"I only do what I can." He said, letting his feet down and straightening up. "I'm not a hero, nor do I think that I could be one like Ruby over there could, I only do what I think is right, no matter the cost."

"I see." He responded. "I have a feeling that you already know the costs of your actions."

Glynda made her way back, closing the door behind her as she finished working on her scroll. Putting it in front of Peter to see. The video was of a clearing in a peaceful forest, only for it to be disrupted by s bright light. When the light died, Peter could see himself making his way up to his feet. Peter could remember that day as if it was yesterday, that was the day he was transported to Remnant!

The video flash forward the fight with the Grimm, and him making it to Vale. Stopping at the transformation of his unstable molecules suit. The paused video made the face of Peter Parker clear as daylight to anyone watching it.

"How long have you been following me with those?" Peter asked after a long time of silence.

"Ever since you landed here, until this night." Ozpin simply responded, knowing the pain the young man must be going through. To be reminded that you are not from here must not be a nice experience.

Peter decided that the mask was no longer a necessity. He slowly started to take it off, revealing the messy, wild brown hair underneath. "Then you know what happened."

"More or less, you do tend to talk a lot to yourself about the past." Glynda responded this time, making sure that the teen was alright after everything.

"And you know my lack of money or work probability then."

"From what we have in the video, you are pretty much a homeless man." Glynda said.

"Which is why I want to help you." Ozpin said.

"Help me? Are you offering me a job?" He said, quiet surprised that anyone would do that.

"More or less. I want you to be a student in my school." He said. "We can give you food and shelter, plus we'll give you some Lien for some odd jobs."

Peter sighed loudly. He weighted his options and knew that he had no decision. Either die of starvation or join Beacon, and the answer was painfully clear. "I have two conditions." He finally said.

"Which are?" Ozpin asked as he interlocked his fingers under his chin.

"I need access to some kind of science lab, web fluid is hard to make if you don't have the required materials." He said as he pressed his web shooters, making a low sound and not firing any web.

"There's one in the school, any materials you may need, you come to me and I see what I can do." Ozpin replied. "And the second one?"

Peter sighed again, this was not going to be easy.

A.N. Is this considered a cliffhanger?

If it is, I am so sorry about that.

Wow, this is by far the longest chapter I have written, and also the first that follows RWBY's cannon.

I want to thank everyone that follows and faves this story, and of course the reviews, you guys are awesome.

I want to ask people something, what should Peter wear as his civies for when he's at Beacon?

I doubt kahki pants could seem like something a fight would wear, and jeans might get in the way of his agility.

Hope you enjoy it.

Cheers!