Vol 2 Issue 16: Mystery of the Spider (Part 1)

The next day after the Beacon Dance, Ironwood and Glynda are arguing with each other at Ozpin's office, much to his dismay.

"They were here…" Ironwood said. "Ozpin, they were here!" He raised his voice while angrily slamming his fist against Ozpin's desk.

"We're very much aware of that! Thank you, James." Glynda said to him.

"Fantastic! You're aware! Now are we going to do something about it or should we just stay the course and continue to ignore what's right in front of us?!" Ironwood continued to argue with her until an alert sound plays, signifying that someone has arrived on the elevator.

"Come in." Ozpin said as Ruby steps out and into the room, wearing green goggles and an ear-bud.

"Sorry it took so long. Someone accidentally hit all the buttons on the elevator on the way up here." Ruby said before quickly explaining herself. "It wasn't me." She then looks to her right as if she's looking and talking to someone. "No, it was you. I saw you." She then looks back at Ozpin and the others, who are wondering who Ruby is talking to. "Sorry. I was talking to someone." She told them.

"Ooookay." Ozpin said while raising an eyebrow. "Anyways, thank you for coming, Ruby. How are you feeling?" He asked her.

"Okay, I guess. I'd feel better if my bad-guy-catching record wasn't O-for-four." Ruby said, causing everyone to silently stare at her. "Okay, so that's the tone we're going for, got it." She then looks to her right again, appearing to be talking to someone. "They aren't that old…I think." She said to the mystery person through her ear-bud.

"Ignoring that…" Ironwood said as she walks up to Ruby. "Ruby, I feel it's appropriate to let you know that I think what you did last night is exactly what being a Huntress is all about. You recognized a threat. You took action. And you did the very best you could." He complemented her.

"Thank you, sir." Ruby said before turning to her right again, talking to somebody. "Yeah, I wish I got a medal too." She told the mystery person.

"Ruby, who in the world are you talking to? And why are you wearing those goggles?" Glynda asked the little girl, wondering why Ruby seems to be talking to herself.

"Oh, this?" Ruby touches her goggles. "I'm helping testing out an experiment with Peter." She answered them.

"Where is Peter, anyways?" Ironwood asked her. "I was hoping he would be here to see if he can help us out a bit."

"What about you open that box on the table?" Ruby points to a box that appeared on Ozpin's desk.

"What in the…Where did that come from?" Glynda asked, wondering how that box got there in the first place.

Ozpin holds the package, where it has a note saying 'Open me,' with a Spider-Man logo on it. Ozpin opens it, in which it reveals three more green goggles and ear-buds for everyone else in the room. "Hmmm…" Ozpin takes out a goggle and ear-bud and puts them on. "Oh! Looks like I found Mr. Parker." He said.

"Wait? What?" Glynda asked as she and Ironwood put on the goggles and ear-buds and look at their front, where they see Spider-Man, with a black and neon green suit, standing next to Ruby.

"TA-DA! So? Whatcha think?" Spidey asked as he waves at the adults.

"What is this? Some sort of stealth mode?" Glynda asked Spider-Man.

"Yup! New stealth mode for my suit. Something I was working on before the dance yesterday. It wraps light and sound around it, rending me completely invisible. And the only way for you to see or hear me is with those goggles I built for you." Spider-Man answered her.

"Amazing." Ironwood said impressed by this tech. He takes off the goggles, not able to see Spider-Man until he puts them back on. "This is some incredible tech. We don't have something like this in our military. How did you build this?" He asked Spider-Man.

"I adapted some concepts I developed while being an intern of Tony Stark, a pure genius from my dimension." Spider-Man started answering him. "I've upgraded the new tech suit you guys gave me to add an extra layer of a harmonic mesh based on Hank Pym's Theory…"

"Okay, Peter, we get it." Ozpin stopped him with a hand motion. "I don't think any of us will understand what you're going to say if you keep talking." He said.

"Speaking about talking, I've also added a secondary mode to this stealth mode, which baffles sonic frequencies, from infrasonic to ultrasonic." Spidey said, touching the spider symbol on his chest, turning his suit from neon green to red. "Nice right, you see how I did this was…"

Ruby, Ozpin, Glynda, and Ironwood are all looking at Spidey yapping his mouth, trying to explain something, but no words are coming out. Everyone takes off their goggles to see that Peter is still visible but still can't hear him. "I guess the suit still has a few bugs." Ruby said to the adults.

"Agreed." Ozpin said.

"I don't know. I kind of like it this way." Glynda said with a smile while everyone else stares at her with a weird look. "What? He likes to talk too much. It's nice we have some quiet for a change." She said, prompting Ozpin to just pinch his nose and shake his head.

Peter presses on the spider symbol on his suit again, this time turning it back to the classic, but upgraded, red-and-blue color scheme. "Was Glynda making fun of me or something? I couldn't hear her for some reason." He asked everyone.

"You should properly make some minor adjustments to that Sonic Shielding mode of yours." Ozpin told Peter.

"Yeah, I should." Peter said while rubbing the back of his head in embarrassment.

"Anyways, back on topic." Ozpin started talking while looking back at Ruby. "Now, the general here has already informed of the events that... transpired last night, but now that you've rested, we were wondering if you had anything to add." He asked Ruby.

"Was anyone else with her? Did she look familiar to you at all?" Glynda also asked Ruby a question.

"I…I don't know. She was wearing a mask, and she never said anything to me." Ruby told them.

"Sounds a lot like Madame Masque from my world." Peter brought up.

"Who?" Ironwood asked him while crossing his arms.

"She's a villain, mostly an enemy of Tony Stark. Wears a golden mask, can use firearms, and can disguise herself." Spider-Man answered his question.

"But this lady fought using glass, but I don't think that was her Semblance, though. Her clothing lit up whenever she attacked." Ruby said.

"Save for the glass, that sounds like the woman I fought the night we met Ruby and Peter." Glynda said.

"Embedding Dust into clothing is an age-old technique. It's the same thing we did with Peter's new tech suit. It would have been anyone." Ironwood said

"Wait. You think this girl is connected to Torchwick and the White Fang?" Ruby asked them.

"More importantly, Goblin." Spider-Man spoke up. "Remember, Goblin has already infected most of the White Fang around the world and are now under his control, and I'm assuming Torchwick might be part of it too. This woman, however, is still a mystery." He said while putting his hand under his chin to think more clearly.

"Peter's right. We still lack the required evidence to link the two together." Ozpin said.

"Actually, I... I think I remember her saying something about a hideout, or something, in the southeast. Just outside the Kingdom." Ruby told them.

"Interesting." Ozpin said.

"Wait, how did you learn about that?" Spidey asked, since he wasn't informed about how the girls find out about a hideout in the southeast, since he was busy at Goblin Island.

"I thought you said the intruder never-." Glynda started talking before Ozpin cut her off.

"Thank you for your cooperation, Ruby and Peter. Why don't you two go and spend some time with your team? You have a big day ahead of you." Ozpin told the two teens.

"Which is why I need to go back to my lab and make some adjustments to my suit and backpack." Peter said as he and Ruby starts walking back to the elevator.

"Backpack? Why is he building a backpack?" Glynda asked Ironwood, but the old general just shrugs, not knowing the answer either.

"And Miss Rose and Mr. Parker, please try and be…discreet about this matter." Ozpin said as the three adults look at the two teens.

"Yes sir." Ruby replied.

"No promises!" Peter said, turning on his stealth mode, not before webbing and yanking the three special, green lenses he gave to the adults and takes them back with him, as he and Ruby leave through the elevator.


Ruby opens her dorm room door as Yang, Blake, and Weiss quickly zoom over to her.

"What happened?" Yang asked her little sister.

"Uh…well, um…" Ruby tried to say something while nervously laughing.


"Well there we have it." Ironwood starts speaking. "We send as many troops as we can to the southeast, find out exactly what's going on, and eradicate any forces that stand in our way."

Glynda growls in frustration at Ironwood. "Why must your answer to everything involve a triumphant display of military bravado!? You treat every situation like it's a contest of measuring di—!"

"Glynda!" Ozpin cuts her off.

"Well, he does." Glynda replied to him.

'Children, children. This is not the time for an internal struggle. We have work to do.' A voice tells them, catching the attention of the three adults in the office.

"Who said that!?" Ironwood shouts at the mystery voice.

"I did, young James." Madame Web shows up in her chair from across Ozpin's desk.

"Wait a minute. Have we met her before?" Glynda asked, trying to recall why this old woman looks familiar to her.

"We have. The time when Spider-Man first appeared in our dimension. Madame Web, I presume?" Ozpin asked the old lady, causing her to smile.

"You are correct, Ozpin." Madame Web answered him.

"So, why are you here, Madame Web, especially now of all times?" Ozpin asked her a question.

"Just to remind you that we don't have much time to waste arguing with each other when there is a threat out there that is putting our entire reality at risk." She answered him.

"Which is why we should-." Ironwood started talking again about sending troops to the southeast, but Ozpin cuts him off.

"Which is why we must wait and think about this carefully." Ozpin said to him. "We are dealing with a powerful opponent from another dimension, one that is also incredibly smart and calculating. We can't risk the spread of panic if we go guns blazing against a foe like Norman Osborn." He told Ironwood.

"I have served you faithfully for years... but if you mean to tell me that your plan is to really hold the defenses, and wait—!" Ironwood started talking again until Ozpin abruptly stands from his chair.

"It is not! You're a general, James. So tell me, when you prepare to go to war, which do you send in first? The flag bearers, or the scouts, especially one that knows Osborn inside and out?" Ozpin asked him.

"You really put a lot of faith into that kid." Ironwood said to him. "Don't get me wrong, the kid has amazing potential to help us win, but are you sure we should put our hopes in just one boy from another world?" He asked him.

"That 'boy' you are speaking of is a Spider-Totem, a very special Spider-Totem I might add." Madame Web told him, getting the attention of all three adults in the room.

"Spider-Totem?" Glynda asked her, never hearing that term before.

"Think of them as the multiversal equivalent of your Maidens, little one." Madame Web replied, shocking everyone.

"You mean to tell me that Peter has power similar to that of a maiden?" Ironwood urgently asked her, a bit shocked at what she revealed to them.

Madame Web nodded to his question. "There is more to Peter's powers than you all know, even to Peter himself. He is FAR more important than you all know, and a lot more powerful than the maidens and relics if he puts his mind into it." She said to them.

"Does Peter seriously has THAT much power to surpass both the maidens and the relics?" Glynda asked while thinking to herself.

"Madame Web, care to tell us more about these Spider-Totems, and why Peter is so important?" Ozpin asked her.

"I think it would be better if you all find out once Peter and his team start their mission, and I assume you already know their destination, Ozpin?" Madame Web asked him.

"Hmpf." Ozpin smiles. "You read me like a book."

"Of course. I do have physic powers after all." Madame Web said before chuckling to herself.


Team RWBYP's dorm

"Oooo, cool goggles." Yang said while taking off the goggles that Ruby gave her and the rest of the team in case Peter ever goes to stealth mode.

"That was a risky move." Weiss said to Ruby while crossing her arms.

"No, I think you and Peter handled it well." Blake said to her leader from Weiss' bed.

"I hope so." Ruby said, a bit depressed.

"I'm sure everything will be alright, Ruby." Yang said, trying to comfort her sister. "Oh, I know what will cheer you up!" She takes out a cylindrical package with the length of her forearm.

"What's that?" Ruby asked her sister.

"I don't know yet. Dad sent it to us. I thought we could open it together!" Yang answered her.

"Ooooh! Something from home!" Ruby said excitedly, zooming over to Yang, wrapping herself around her, trying to take the cylinder from her hand.

The package opens, and another cylinder, hairy and black, falls out onto the floor and starts to shake. The object suddenly transforms into a corgi. Team RWBY leans in, staring at it. The animal barks twice. While Weiss and Blake continue to react with great shock, Ruby and Yang react excitedly, with Ruby jumping in the air.

"Zwei!" Ruby said, happy to see her dog again.

"He sent a dog…?" Blake asked her.

"In the mail?" Weiss continued from Blake's question.

"Oh, he does stuff like this all the time!" Yang told them.

Blake disappears and hops onto Ruby's bunk, since her animal instincts are acting up when she's near a dog. "Your father or your dog?" She asked Yang.

"Are you telling me that this mangy…" Weiss started talking while looking at the adorable Zwei. "Drooling..." She continues to look at him. "Mutt is going to wiv wif us foweva?" She said, now acting all nice towards the dog. "Oh, yes he is, yes he is! Oh, isn't he adorable!" She said towards Zwei.

"Please keep it away from my belongings." Blake said, still on top of Ruby's bunkbed.

"Would all first-year students please report to the amphitheater?" Glynda said over the intercom.

"Well, we can't exactly leave him here while we're gone for the week." Weiss said to her comrades. Ruby sets Zwei down and he walks over to Blake still on the top bunk, and barks.

"Look, there's a letter!" Yang said as Zwei arrives in front of her. "'Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both, Taiyang.'" She drops dozens of cans of dog food from the small package, piling up around Zwei.

"What is he supposed to do with that?" Weiss asked them as a can opener falls from the package, bouncing off Zwei's head.

"Well, that settles it! Come on girls, Zwei will be here when we get back!" Yang said as she starts leaving.

"Oh, I'll miss you so much, we're going to be best friends, I can't wait to see you, I can't believe how cute you are." Weiss baby talks to Zwei as she starts leaving, with Blake jumping from Ruby's bunk and jumps across the table, avoiding Zwei. Ruby stares at Zwei for a moment before smiling sneakily.


Peter's Beacon Lab

"So, Zwei is here and you plan on taking him for our mission?" Peter asked the Ruby hologram from his Webware as he makes some adjustments to his red and blue costume.

"Oh, Peter, please don't tell anyone." Ruby begged him as he is working.

Peter takes off his face mask and lets down the tool he was using for his suit. "My lips are webbed up." Peter told her, causing Ruby to giggle from his obvious pun.

"Thanks, Pete. See you at the amphitheater." Ruby said, waving at Peter through his Webware until it turns off.

"Alright! Done adjusting the sonic shielding for my suit." Peter said as he gets up from his chair. He looks to his right to see a red-and-gold backpack a few feet away from him. He uses his web shooters to yank in his backpack. "Ah, web shooters. What will I do without you?" He asked as he kisses his right web-shooter.

"Little spider, why do you conceal the source of your POWER…as many do." The same voice from yesterday talks to Peter through his head. "You know the truth, don't you? You call yourself Spider-Man, allowing THAT name and THAT face to protect the SECRET of what you were inside. The question is…WHY?" The voice asked him, as Peter looks around his lab to figure the source of the voice. "You did it…because it put the spider OUTSIDE you. The SPIDER…was just…a piece of CLOTH, and now you make ARMOR out of it? An empty husk, from which you could emerge human, normal, as though the SPIDER was not still inside you. You TREATED the GIFT that had been GIVEN as though it were a TOY. You did not LOOK too DEEPLY into what you had BECOME or what you could DO. You committed the CRIME…OF SUPERFICIALTIY. I wonder, if you are TRULY worthy of your power, of OUR power, little Avatar of the Great Weaver. He made a mistake choosing you if you continue to ignore the ENORMOUS power you have on-hold. But, I will reconsider my opinion, if you are truly ready." The voice said before disappearing from Peter's thoughts.

"Who keeps talking to me, and what is it talking about?" Peter asked as he scratches his head.

"Parker!" Madame Web shows behind Peter, startling him.

"Again! Knock! It's not so hard!" Peter told her. "Anyways, what are you here for, MW?" He asked her.

"To tell you that from here on out, your journey is going to get a lot more intense." She informed Peter.

"Well, duh. I figured that much." Peter said as he starts putting on his backpack. "That is why I'm bringing my new and improved Iron Spider armor with me during this mission." He told her.

"Are you sure that it will be enough to stop the Goblin? You remember how easily he beat you the last time you wore that armor?" She reminded Peter his battle against Goblin, back on Earth.

Peter looks sad and depressed as he remembers that day. "Yeah, I do. But it's not like I have any other choice. The entire multiverse is at stake, and apparently, it's my job to prevent the end of everything. Are you sure I'm the one that will save us all?" He asked the old lady on the chair.

"Well, of course. You are in the center of the Great Web, aren't you? That makes you very important." She replied to him.

"But I'm just a 17-year old kid!" Peter told Madame Web. "I mean, I helped saved the universe a couple of times before, but that's when I teamed up with the Avengers, or the Fantastic Four. I'm just a simple kid who got simple powers from a simple radioactive spider two years ago." He finished telling her.

"Simple, hmm." Madame Web said to him.

"Huh?" Peter asked confused, wondering why she said something like that.

"Tell me, Peter: Did you ever perform an autopsy on the spider?" She asked him a random.

"Uh, why are you asking me this?" Peter asked her.

"Did you ever perform an autopsy on the spider?" She reiterates the question.

"No. It got pretty much smashed." Peter answered her, still not knowing why she's asking him that question.

"Had you ever seen the spider before?" She asked him another question.

"No, but how does-?"

"There are three steps in knowledge, boy." Madame Web cut him off. "There's what we THINK, what we KNOW, and what we can prove. You THINK you got your powers from a radioactive spider-bite, and you may believe you KNOW it to be true, but can your PROVE it?" She asked him.

"You think I got these powers and my suit at the bottom of a box of crackerjacks? It happened right after I got bit." Peter replied to her.

"You're still missing the point, Peter." Madame Web said to him. "Listen closely, Peter, to what I'm about to say. Did the radiation enable the spider to give you these powers? Or was the spider trying to give you those powers before the radiation killed it? Which came first? The radiation? Or the power? The chicken or the egg or the power?" She asked him a bombshell of a question.

"I…!" Peter was completely shocked; his eyes completely widen at that question. For the past two years, he never considered that possibility. He never even thought about it, just assumed. "…I don't know."

Madame Web smiled as she nods her head. "Of course you didn't. You see, Peter, your powers weren't from just the radiation, it was also from the mystic forces of the multiverse, making you a totem." She told him.

"A totem?" Peter asked confused. "You mean to tell me that my powers come from both science AND magic?" He asked her.

"Yes, they do." Madame Web answered him.

Peter is left speechless, not knowing how to react to these bombshells of news. "So, what's a totem? What does that make ME? Is it related to the voice in my head? Is that the reason why my Aura is so different and powerful compared to everyone else's? Is that the reason why I am in the center of the Web? Please, Madame Web, tell me because I am really, REALLY, confused here!" He keeps asking Madame Web for an answer, but the old lady stops him by giving him the hand.

"Your questions will all be answered when you start your mission today. Now go to the amphitheater with your teammates, and prepare for what you are about to witness, because it will change your life forever." Madame Web told him as she disappears in purple smoke, leaving a very confused Peter Parker all alone in the lab.

Peter groans. "I'm not going to like what I learn, will I?" He asked himself before leaving the lab.


Peter is wearing his Iron Spider backpack and walking alongside Ruby, who is also wearing a large backpack, as they both enter the auditorium with other students. The two of them leave their bags next to the other students' luggage before rejoining their team, who are standing in front of Team JNPR.

"Quiet! Quiet please." Glynda said to the audience from the top of the stage, standing next to Ozpin. "Professor Ozpin would like to share a few words before we begin." She said, leaving Ozpin all alone to speak to the students in the room.

"Today we stand together, united. Mistral. Atlas. Vacuo. Vale. The four Kingdoms of Remnant. On this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and of oppression. A war that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it. As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the Kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you choose, remember to be safe, remember your training, and remember to do your very best." He said as he steps away from the stage, as all the students begin to file out of the amphitheater.

"This is perfect! All we have to do is shadow a Huntsman working in the southeast!" Ruby said to her team.

"Yeah! We'll follow them around by day and give them the slip by night!" Yang said to them.

"Let's check 'search and destroy'!" Weiss suggested.

"I love that game!" Peter said.

"It's not a game, dummy!" Weiss said in a slight, annoyed tone as they all start walking towards the hologram screen.

"Not with that attitude!" Peter said, earning a growl from the Ice Queen.

"Here we go! Quadrant 5 needs Grimm cleared out!" Ruby said.

"Well, it's in the southeast!" Blake said.

"Sounds perfect!" Yang said.

"Then what are we waiting for?" Peter asked as Ruby types in their team name. However, the screen says that first years are not allowed to take this mission.

"Wonderful!" Weiss sarcastically said.

"Any other ideas?" Blake asked the team.

"We mail ourselves there!" Ruby suggested, with everyone on the team giving her a weird look.

"Well, that's one option." Ozpin suddenly appears next to them.

"We can mess with the space-time continuum to teleport ourselves there." Peter suggested, with everyone, including Ozpin, giving him a very weird look. "What? Back on Earth, we do this all the time." He said, getting a sigh from Weiss and Blake besides him.

"Unfortunately, we determined that the concentration of Grimm was too extreme for first-year students. It seems that particular region is rather popular. In fact, I have the sneaking suspicion that you five will make your way there no matter which job you choose." Ozpin finished explaining to them, as Weiss, Blake, and Yang glare at both Ruby and Peter, who are confused on why they are looking at the two of them.

"Did we do something that we aren't aware of?" Peter asked Ruby.

"I'm not sure." Ruby answered, prompting the other girls to face palm at their stupidity.

"I'm still curious how you all found yourself at the docks last semester. I'm interested to know how you really learned about a hideout in the southeast. And I certainly wonder why witnesses reported seeing robots and rose petals in a dance club some time ago." Ozpin said before looking straight at Peter. "And I also want to know how a young boy such as yourself found an island base where one of my old colleagues, Dr. Merlot, worked at filled with thousands of robots and machines that I'm not familiar with." He said to Peter.

"Uh…You sure you aren't talking about my clone, Ben Reilly, or maybe Kaine?" Peter asked Ozpin.

"I doubt I'll ever find the exact answers I'm looking for. So how about this: instead of waiting for you all to break the rules, why don't we just bend them?" Ozpin said, selecting some things on his scroll, and the hologram screen makes a noise.

"We won't let you down. Thank you, professor." Ruby thanked him.

"I'll try to make sure they don't get killed, or eaten, or burned alive, or get sucked into a black hole." Peter said, prompting the girls to look at him weird. "You four really underestimate my bad luck." He told them.

"Do not thank me for this. Teamwork and persistence have carried you far. But you must understand, the things that await you beyond the protection of the Kingdom will not care. Stay close to your Huntsman at all times, and do exactly as he says. He will be leading you on this mission, and he can have you sent back to Beacon, if he finds your skills to be unsatisfactory." Ozpin informed and warned the team.

"You do realize the multiverse is at risk of getting destroyed, right? We don't have time to be sent back at a time like this." Peter reminded Ozpin about the current situation.

"Oh, I am very aware of that, Peter. I am also aware that you are the key to our survival. After all, you are a special Spider-Totem, are you not?" Ozpin asked Peter, which shocks him that he knows about that.

"What's a Spider-Totem?" Blake asked the rest of the girls, but they don't know the answer either as they all look at the stunned Peter Parker next to them.

"How do you know about that?" Peter asked Ozpin.

"Madame Web told me." He answered.

"Madame Web?!" The entire team shouted at the same time.

Ozpin nodded in response. "She came to my office not long ago about Peter being some sort of Spider-Totem. We still don't know much about what it is all about, but something tells me this mission will give us the answers we need. I just hope you are ready, Peter. Good luck" He said to him, with Peter looking away with an unsure face.

"I hope so, too." Peter said to himself.


Team RWBYP, with Peter and Ruby wearing their backpacks, have left the auditorium and are on their way to the airship that will take them to Quadrant 5.

"I wonder what a Spider-Totem means?" Yang asked the team as they walk outside.

"Whatever it is, this may be the key in helping us beat Goblin." Blake said to the rest.

"I hope so." Peter said in a depressed tone.

"Cheer up, Pete! No matter what happens, just remember we will be there to help you out!" Ruby said to encourage Peter, which helps him slightly as he has a small smile on his face.

A random student runs past the team. "Hey! Team CFVY is back!" He said as Beacon students gather around to witness the return to Team CFVY.

"Velvet? Are you okay?" Blake asked her as she goes up to her fellow faunus.

"I'm fine. I had Yatsuhashi to look out for me." Velvet replied.

"Your mission was supposed to end a week ago! What happened?" Weiss asked her.

"Did your ride run out of gas during the trip home?" Peter asked her.

"Nothing happened. It was just ... there were just so many..." Velvet looks up and notices Team RWBYP's worried expressions. "Oh, but don't worry. You first-years are just shadowing Huntsmen, so you should be fine." She told them.

"Right." Yang simply said.

"I should go. Be safe, okay?" Velvet said as she leaves the five of them by themselves.

"We're doomed." Peter said.

"Don't say that. We can do this. We've never backed down before, and we're not going to start now." Ruby said to encourage the team.

"Right." Blake said.

"Besides, it won't only be us out there! We'll be fighting alongside a genuine Huntsman!" Ruby said with some excitement.

"Yeah!" Yang said.

"You say that, and my Parker Luck will give you the exact opposite of what you want." Peter warned them.

"What makes you say that?" Weiss asked him.


Team RWBYP are staring with various stunned expressions, with only Peter trying his best not to laugh, as they see Dr. Oobleck standing in front of them.

"Why, hello girls and boy! Who's ready to fight for their lives?" He asked them.

Peter starts laughing, expecting something like this to happen. "See? Don't underestimate my luck!" He said as he continues laughing, only for an annoyed Yang to punch him to ground. "Ow." He said in pain.

"Professor Oobleck?" Weiss asked him, still in shock that he's going to help them with their mission.

"Yes, I'm afraid those bags won't be necessary, girls and boy, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission." Oobleck said, talking fast while pacing himself in front of the students. "I can assure you, we will not be establishing a single base of operations; rather, we will be traversing several miles of hazardous wasteland and making camp in any defendable locations we may stumble upon. I packed all of our essentials myself, plotted our air course, and readied the airship. And..." He zooms up right to Weiss' face. "It's DOCTOR Oobleck. I didn't earn the PhD for fun, thank you very much!" He quickly backs away.

Weiss looks over at Blake, who is equally disturbed. "Uh…" Is all the Ice Queen could say, as Peter slowly gets up from the ground, still recovering from Yang's punch.

"Come now, children; according to my schedule, we are already three minutes behind!" Oobleck said as an afterthought to clarify. "…schedule!" He zips off to the airship docked farther ahead.

"Well, alright, then! Looks like we're going to save the multiverse with Doctor Oooobleck- okay yeah when you say it out loud it sounds worse." Ruby said, causing the rest of her team to get depressed.

"Save the world?" Ruby's team turns around to see Nora and the rest of team JNPR approaching. "You're going on multiversal-saving missions without us? I'm hurt... sad! Maybe a little hungry? That last one's not your fault, though, Ren..." She sounded all dramatic while looking at Ren, who simply crosses his arms and turns away.

"Sounds exciting. Where ya going?" Jaune asked team RWBYP.

"Oh, just outside the kingdom…" Ruby told them.

"Probably to get ourselves killed." Peter added, receiving a slight bump to the chest by Weiss.

"Hey! So are we!" Nora said.

"Ren and Nora wanted to shadow the sheriff of a nearby village." Pyrrha told them.

"We set out tomorrow." Ren told them.

"Then you can party with us tonight!" Neptune said as he and Sun approach the two teams. "We're shadowing a crime specialist. All inner-city detective stuff. We got junior badges." He said, leaving Jaune awestruck.

"We normally go to the city with you guys, which means stuff's always exploding and junk, especially when you told us that Peter is Spider-Man and has to fight some Goblin guy from another dimension, and…" Sun continued talking, which started to annoy Peter as his eyes starts twitching with rage.

"Sun!" Peter angrily said to him, giving him an angry look.

"You know, you're a lot scarier than Blake when you give me that look." Sun said with a nervous laugh as Blake also gives him the mean look.

"Remind me again why we thought it was a good idea to tell you two about my secret again?" Peter asked the two of them.

"Well, uh…" Neptune tried to think of an answer while rubbing his neck, but gets nothing. Peter sighs, thinking that this might be some big mistake.

"Anyways, Peter, before you guys go, can you show us what you're Aura looks like." Pyrrha asked the spider hero.

"Huh?" Peter said.

"I heard you unlocked it when you fought that Goblin guy. Can I see it?" She excitedly asked him.

"Yeah! C'mon, Pete! Show us what it looks like!" Jaune also wants to see his Aura, as well as the rest of Team JNPR, Sun, and Neptune.

"Well, okay." Peter gave in to their request. "At first, I have to get worked up to use it, but I think I might be able to do it now. Just give me a second." He told them.

"Peter, I don't think we have time to-." Ruby said to him until Oobleck interrupts her from the airship.

"Four minutes, ladies and gent!" He tells them from the airship.

BGM- Dragon Ball Kai 2014 OST- Theme of Vegeta

Peter closes his eyes, ignoring Oobleck's call for them, as he concentrates to himself until he charges up his unique, crimson aura, with the excess energy radiating from his body in the form a pulsing, flame-like aura, with the wind blowing hard from his power.

The rest of Team RWBYP, team JNPR, Sun, Neptune, and even Dr. Oobleck from his airship look in awe at Peter's crimson aura, as the boy opens his eyes, revealing his crimson eyes.

"No way…" Pyrrha looks at his aura, already feeling an incredible amount of power from it just from standing next to him.

Unaware to the heroes, Cinder and her team are watching them from across the road, with the three of them equally amazed at Peter's aura.

"Incredible…" Emerald was at a loss of words while staring at Peter's aura from afar.

"No kidding. I can feel his power all the way from here." Mercury stated.

Cinder herself was the most impressed, but also more shocked than everyone else. You can tell in the look of her eyes that she can feel an even deeper power inside Peter. "His power…I don't know why but…it's similar to the power of the Maidens, I can feel it, but how, and why?" Cinder asked in her thoughts, gritting her teeth in anger. "Peter Parker…Spider-Man…just what kind of power are you hiding?"

"Is this what you guys had in mind?" Peter asked Team JNPR.

"Not…really. No." Pyrrha admitted that she wasn't expecting this kind of aura. "Your aura…I never saw one that has so much energy and power that it completely surrounds someone." She said.

Peter smirks before looking at his right hand. "This power…Whenever I use it, I feel slightly heavy for some reason, but I also feel an incredible amount of power that whenever I use it that it almost scares me, as if there's no end to it." He said while clenching his fist.

"How did you unlock your Aura, anyways?" Sun asked him, still amazed at his Aura.

Peter turned to him. "It was when I was fighting Goblin. He claims that he killed my Aunt May, although I'm starting to wonder what he said was true, but it didn't matter at the time because I was so mad, had all this pent up rage that I kept hidden during my time as Spider-Man, that I essentially exploded in anger, with power flowing through me." He explained to them.

"Trust us, you do NOT want to cross him when he's angry like that." Yang told everyone, remembering how scary Peter was back at that night, much scarier than the Goblin at the time.

BGM Ends

Peter powers down from his Aura and regains his breath. "Goblin said I was only using the 'human' side of my aura, but not my spider side though." He explained to them.

"You mean you might have two Auras?!" Pyrrha asked him shocked.

"Is that even possible?" Nora asked him.

"I…I don't know. That's why I'm hoping this mission might answer that question." Peter said as he looks at his hand in front of his face. "Madame Web said my powers derive from both science and magic, and I intend to found out more, and why I am so special." He said as he lets go of his hand.

"Well, I hope your journey will give you the answers you need." Ren said to him.

"Thanks, Ren." Peter said to him.

"Wish us luck!" Ruby gives their friends a thumbs up as they start leaving to the southeast.


The airship Peter and the others are on-board is flying over the buildings and streets below them as they head towards their location.

"I guess I never saw you as much of a fighter." Yang said to Oobleck.

"It's the green hair, isn't it?" Peter asked.

"No, it's not because of my hair, Mr. Parker. I admit I fancy myself more of an intellectual, but I can assure you, as a Huntsman, I've had my fair share of tussles." Oobleck said to them.

"Like the mushroom?" Ruby titled her head in confusion.

"Those are truffles." Blake said, leaning over to Ruby.

"Like the sprout?" Ruby asked, scratching her head in befuddlement.

"Those are Brussels." Yang told her while leaning over.

"Besides, given my expertise in the field of history as well as my dabblings in the archaeological surveys, our dear headmaster saw fit to assign me to this particular... assignment!" Oobleck continued.

"What does history have to do with this?" Weiss asked the good doctor.

Oobleck quickly turns to Weiss, who is standing right next to her. "Why, what a preposterous question, you silly girl! Why, history is the backbone of our very society! And the liver! Probably the kidneys, if I were to wager." He answered her.

"And that means…?"

"The southeast quadrant outside of Vale is home to wild forests and deep caves, but it is also the location to one of the kingdom's greatest failures!" Oobleck told them.

"Mountain Glenn." Ruby said.

"Mountain Glenn?" Peter asked since he never heard of this place before.

"That's right! It was an expansion of Vale... but in the end it was overrun by Grimm and fenced off from the rest of the city." Yang told him.

"Correct! And now it stands abandoned as a dark reminder." Oobleck said.

"And a likely place for a hideout." Blake said.

"And a trap." Peter added.

"Precisely!" Oobleck said while adjusting his glasses and smiles.


The airship comes in over a spot of street amidst the ruined buildings and structures of the ruined area. It hovers right above the ground as Yang, Blake, Peter, Oobleck, Weiss, and Ruby all jump out of the craft with weapons drawn (minus the doctor, who simply holds his coffee canister) before the ship flies away from the destruction.

"Sense anything?" Blake whispered to Peter next to her.

Peter shakes his head. "No. My Spider-Sense isn't picking up anything Goblin related, but I do sense some Grimm in the area though." He told her.

"Ladies…and gent!" Oobleck calls their attention. "You still may be students, but as of this moment, your first mission as Huntresses has begun! From this point forward, you need to do exactly as I say! Do you understand?" The girls and Peter nods in response as Oobleck suddenly look at both him and Ruby. "Ruby! Peter! I thought I told you to leave all of your bags back at school." He said, startling the two.

"But, uh, you hadn't told us to listen to you yet. So we didn't." Ruby replied to him.

"Ooo, nice excuse." Peter said to her, causing Ruby to smile.

"She's not wrong…" Oobleck said to himself before looking back at the two. "Very well, Ruby, Peter; leave your bags here, we can pick it up upon our return."

"Oooorr, I can do this." Peter presses a button on the string of his red and gold bag, retracting it to his back until a golden orb rest on his back.

"How did you…" Weiss started to ask Peter a question, but one quick look at his face gives her the answer she needs. "Right! Forgot! IQ of 250!" She said a bit embarrassed.

"250 IQ, that's amazing." Oobleck said to himself before looking at Ruby. "Well, Ruby, what is your choice?" He asked her.

"I, well uh-." Ruby started talking until Oobleck comes right in front of her face.

"Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..." He stops talking as the bag's zipper opens and out pops Zwei's head, causing everyone to stare at the uninvited guest, except for Peter, who face palms at Zwei revealing himself.

"Get back in the bag." Ruby whispers to her dog, with Zwei merely barking in response.

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... a dog?" Oobleck asked her.

"I, uh…" Ruby said, trying to think of an excuse.

"Genius!" Oobleck backs away from Ruby to give her a confused shrug before he speeds past her, snatching the pet away from the girl, who tumbles to the ground as Oobleck spins Zwei in the air. "Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!" He said, with Zwei barking happily in his hands.

Ruby looks stunned for a bit until she proudly states, "I'm a genius!" She said grinning.

"I know! Up top!" Peter gives her a high five, with Weiss and Yang both face palm at the two of them.

"So, what are your orders, Doctor?" Blake asked him.

"Ah, yes, straight to the chase; I like it!" Oobleck said, letting go of Zwei, suspended in the air for less than a second before dropping down, to put his hands behind his back for a serious pose. "As you've been informed, the southeast area has been marked as a recent hot spot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being... Grimm." He said.

"Uh, what?" Ruby asked him confused, as well as the rest of the team.

Peter's Spider-sense starts tingling. "I sense trouble!" He said.

"You mean the creature of Grimm approximately one hundred yards from us at this very moment?" Oobleck asked him. "Yes, that is correct."

"What?!" Yang shouted as they all turn around at the lone Beowolf wandering into the street, joining them in unleashing their weapons.

"Stop!" Oobleck told them.

"Huh?" Blake asked as they all listen to what he has to say.

"There are a number of reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent." Oobleck explained to them how Grimm operate.

"Oobleck, have you MET me?" Peter asked the doctor. "My life has been nothing but sadness, envy, loneliness, hatred…"

"Not…helping." Weiss said to him with a low growl while gritting her teeth in anger.

"So…What now?" Ruby asked the good doctor.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey." Oobleck answered.

"How long do we wait?" Blake asked him.

"It's uncertain. Hours, days, weeks. Why, lone Grimm have been known to stay isolated from the pack for months - and there's the whole pack." He said, as five Beowolves are already following the first.

"PETER!" The four girls shout at Peter, startling him.

"Wait a minute! What did I do?" Peter asked them.

"It's probably because they were attracted to your vast amounts of sadness, envy, loneliness, hatred…" Oobleck started telling Peter the exact same words he said not too long ago.

"I GET IT! IT'S MY FAULT!" Peter shout close to his ear.

"I take it tracking them is out of the question?" Ruby asked the doctor.

"An accurate assumption, yes." Oobleck replied while cleaning his ear after Peter yelled at him.

"What's the plan, then?" Yang asked him.

"Show me what you're capable of." He told the team.

BGM- Dragon Ball Super OST- Frantic Battle

Ruby swings her Crescent Rose to prepare it for shooting. "Cover your ears, Zwei!" She warned him, with the dog curling up into a ball.

A single Beowolf and a smiling Yang run towards one another, ending with the blonde knocking it out in one fiery punch as they pass. "Several stop chasing after the party girl to focus on Blake, who stands and waits with hand on her hilt until one of the enemy swipes at her afterimage, the real deal slicing her would-be attacker in half before slashing through another and cutting down on one more.

Behind the Faunus, Weiss runs from several black-coated beasts before jumping in the air and taking one down with Myrtenaster. She dashes towards them with rapier held high and slays four of them in a straight line until she stops. A wave of Beowolves are converging on Ruby, but the scythe wielder shoots multiple bullets at the oncoming force... while Zwei is busy chasing his own tail. He stops to watch his owner fire forward and, after a dramatic mid-air stare-off, cut the Grimm in two.

A few feet next to her, Peter screams out unleashing his crimson aura as a few dozens more Grimm approach him. "Let's see what happens when you mix repulsor energy with a Hadoken!" He charges up his gauntlets next to his side while simultaneously charging a Shinku Hadoken. "Shinku…" He started talking as the Grimm zeroes in on him. "HADOKEN!" He screams out, unleashing the combined might of his repulsor blast and a Shinku Hadoken, along with his crimson aura, completely eradicating the remaining Grimm, while also destroying a few broken down buildings close by thanks to his blast. "Heh! Too easy! Piece of cake!" He said with a smile while wiping his nose in a cool fashion.

BGM Ends

The girls, and even Oobleck, stare at him and the destruction he caused from that blast.

"Wow!" Yang simply said in amazement.

Peter walks back to his group, confused on why they are staring at him like that. "What?" He asked with a shrug.

"Nothing, nothing." Oobleck said to him before clearing his throat. "Anyways, let's not celebrate yet, for I am certain this is the first bout of many. Shall we continue?"

"Sure, why not." Peter shrugged.

The team continues to kill more Grimm in the area while Oobleck is rooting through a plant as Grimm parts fall around him. The girls are shown to be tired, but Peter is still kicking, destroying more Grimm as they catch their breath.

"Excellent work, girls and boy! Unfortunately, there doesn't seem to be any signs of criminal operations in this sector. Oh, well! Moving on!" He said as he moves along, with the team following the doctor. Ruby sheathes her scythe and beckons Zwei to follow.

"Hey, Doc, y'know, I was actually looking forward to seeing a "pro Huntsman" in action. Like, fighting, or at least, helping us fight?" Yang irritably asked the doctor.

"Ah, but I am in action! Scouring the ruins of this once-great city for any signs of irregularity!" Oobleck said as he turns to the team. "Not every mission is filled with daring and heroism, girls and boy. Sometimes it's just a heightened form of extermination! Remember, this is a job, and you all signed up for it. I do hope you understand that." He tells them.

"Well, yeah…" Yang tries to sound more resolute with her answer. "O-Of course!"

"Hmm…" Oobleck said to himself.


Tell me, Yang: Why did you choose this line of work?" Oobleck asked the blonde.

"Huh? Well, to fight monsters and save-." Yang said before getting cut off.

"No, that is what you do. I want to know why you do it. The honest reason as to why you want to be a Huntress." Oobleck said.

"The honest reason? I'm a thrill-seeker. I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, y'know?" Yang gives him an honest answer.

"I see." He simply said.


Oobleck is sitting on a high windowsill writing in his journal while Weiss fights off Beowolves below. "And you, Miss Schnee? A girl born into fame and fortune such as yourself certainly doesn't need the extra work. So... why choose this over a cushy job in Atlas?" He asked his student.

"It's exactly as you said: I'm a Schnee." Weiss started talking after impaling the last Grimm on her blade and drops the body. "I have a legacy of honor to uphold. Once I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty."

"Interesting." Oobleck nodded.


Blake slashes a door down and releases a swarm of Nevermores from the building, which she back-flips under before she shoots them all with her blade's pistol form.

"And what about you, Blake?" Oobleck asked her while examining the inside of the doorway. "You seem to carry yourself with a sense of purpose."

"There's too much wrong in this world to just stand by and do nothing. Inequality, corruption... Someone has to stop it." Blake answered him.

"Very well. How?" He asked her.

"I, uh…" Blake suddenly doesn't have an answer.

"Hmm." Oobleck said to himself before dashing away, leaving Blake to bow her head in troubled thought.


Ruby is using her weapon in the most practical fashion and lifting a whole turkey on the sharp end of her gun to tease a jumping and flipping Zwei with. That is, until she spots her teacher watching, quickly sheathing Crescent Rose.

"Sorry! Uh... Are we ready to keep going?" Ruby asked him.

"Nope! I believe that will have to do for today. It's going to be dark soon." Oobleck throws his bag over to Yang. "You three, set up camp in that building. Oh, and please do make sure there are no more of those... creatures. Your leader and I are going to secure the perimeter. Come, Ruby." He said as they walk away from the rest of team RWBYP, who each look at their leader, knowing what she'll be asked.

As Oobleck and Ruby round the corner of a building, she sees something makes her say, "Whaaaa…" They see a wide forest stretching below the ruin, and in the midst of it, a line of giant elephants with black and white features of animals of darkness marching through the trees. "What is that? It looks awesome!" She said in amazement.

"That, my dear girl, is a Grimm." The doctor told her.

Ruby stares at the lumbering mass of monsters in amazement and awe before pulling out her gun. "Let's kill it." She said.

"I'm afraid your sniper rifle will do nothing more than agitate a Grimm of that size." Oobleck told her.

"But…What if it attacks us?" Ruby asked him.

"Fret not, Ruby; those Goliaths are not concerned with us. Ruby, not every Grimm is mindless, or rather not every Grimm is still mindless. You see, the Grimm you see before you are so powerful, so superior to the Grimm you fought, that they've undoubtedly lived hundreds of years, and in that time between killing humans and attacking our borders, they have done one important thing: They've learned. They've learned that when they attack our borders, they're likely to die, and what we lack in strength, we make up for in will, and that killing one human will only bring more." He explained to the little leader as one Goliath swivels its thick neck to look at figures watching their procession, eyes glowing as fiery red as any other Grimm.

"Then why are they still so close to the city? What are they doing?" She asked him.

"Waiting." Oobleck replied as the Goliath turns its head forward again and moves on with its kin. Oobleck turns around and walks away as well, and Ruby puts away her weapon, not moving.

"Doctor Oobleck?" Ruby calls out for him.

"Hmm?" He said.

"I was wondering…"

Oobleck stops walking and turns back to her. "Wondering why I've been interrogating your teammates all day except for Parker?" He asked her.

"A-Actually, I was wondering... Why did you want to become a Huntsman?" She asked him.

"Look around and tell me what you see." Oobleck said to her, with Ruby taking a look around.

"Lots of old buildings, uh, empty streets…" Ruby responded.

"I see lives that could have been saved." He said, continues walking with Ruby and Zwei. "As a Huntsman, it is my job to protect the people, and although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my mind. As a teacher, I'm able to take knowledge, the most powerful weapon of them all, and place it in the hands of every student that passes through my classroom. I look at this wasteland, and I see lives that could have been saved, but I also see an opportunity; an opportunity to study these ruins and learn from this tragedy, and therefore become stronger." He stops for his final answer. "I am a Huntsman, Ruby, because there is nothing else in this world I would rather be." He finished before he continues to walk.


Back at the building, the team, except for Peter because he's still out there somewhere, has done as instructed, building a fire in the center of the room and huddling around it or standing up.

"I can't believe we didn't find anything..." Yang said.

"We've always been fortunate enough to be in the right place at the right time. I guess we can't always have luck on our side." Blake told her.

"That's not what I meant." Weiss said, off-topic.

"Huh?"

"Earlier, about... upholding the legacy. There's more to it than that." Weiss continued talking.

"Yeah... No, me too. I mean... I don't know." Yang said, looking a bit sad and confused.

"I don't know, either. I know what I want to do, but I figured I'd always take things one step at a time." Blake said, as she too has no idea what she wants to do.

"Well, it doesn't matter. We know why we're here. Right?" Yang asked the rest of the girls, with all of them merely stare at each other until Oobleck suddenly comes rushing into the room.

"Ah, wonderful; a textbook campfire!" He said as Ruby and Zwei comes in.

"Fire!" She said, sitting down next to the blaze alongside Zwei. "So…warm…"

"Very good! Eat your dinners and hurry to bed. We have a lot of ground to cover tomorrow and we'll need you to take turns keeping watch over our temporary abode. Any volunteers for first watch?" Oobleck asked the girls.

"Yo." Ruby agreed while lifting her arm. Oobleck rushes off, and Ruby gets up to go over to her lookout point.

Ruby walks pass Yang as her sister stops her. "Hey, did Oobleck ask you why you wanted to be a Huntress? I mean... what did you tell him?" She asked her little sister.

"Hmm... No, he didn't. Weird. Oh, well; good night, guys!" Ruby said as she starts walking away without a second carefree thought, but is stopped by Oobleck in front of her.

"Girls, where is Peter?" He asked them.

"Wait! Peter's gone!?" Blake asked him.

"I haven't seen him yet. I was hoping to ask him a few questions." Oobleck said, prompting Yang, Blake, and Weiss to look down sadden, wondering what would Oobleck would say to Peter if he was here.


In the night of the destroyed city, Peter is performing some parkour as he makes his way back to his friends and teacher. "Can't believe it!" He said to himself while hopping from one rooftop to another. "I've practically searched this entire city, and still haven't found anything about Goblin. Ugh, where the hell is that lunatic?" He asked as he lands on a rooftop, next to his friend's hideout. "GOBLINNNN!" He shouts out in the quiet, night sky as his voice echoes through the air.

Inside the building, the girls, and Oobleck hear Peter nearby. "That must be him." Ruby said as they all head outside to meet Peter.

Peter pants exhausted after yelling that hard, wondering what he should do next. "Parker!" Peter looks down to the ground to see Oobleck calling for him, with the girls standing behind him. Peter jumps from the rooftop and down to the ground, next to Oobleck. "Next time, don't yelled out someone's name in unknown territory." He warned Peter, who rubs his neck embarrassed.

"Sorry." Peter apologized.

"Where were you? We were getting worried." Weiss asked Peter, who looks a bit ashamed in himself.

"I was searching through the city, hoping to find out where our enemy is located. Sorry." Peter again apologized.

"That's okay, Mr. Parker, but remember, there are somethings even heroes can't do alone. You should know that, don't you…Spider-Man." Oobleck said to Peter, catching all five teens by surprise.

"How did you know?" Ruby asked her teacher.

"Please! Me and Professor Port both knew Peter was Spider-Man ever since he started becoming late to class and always falling asleep during class. But each time that happens, I always hear the latest news about how Spider-Man saved the city around the same time Peter comes to class." Oobleck answered her question. "Come now. It's not that hard to put two and two together." He said, with the girls looking a bit embarrassed since it took them a long time to figure out his identity, well, except for Blake anyways.

"So, why are you telling me this now?" Peter asked his teacher.

"Because I wanted to ask you a question, Peter. Why did you become a Huntsman? More importantly, why did you become a hero?" Oobleck asked him, causing the girls, except for Ruby, to frown since they were received a similar question from him before.

"Isn't it obvious?" Peter asked him. "I've been given power that no other human being or faunus has, and I plan on using that power to help people, be responsible with it." He told him.

"And you decided to play superhero to help those people?" Oobleck asked him another question.

"No." Peter shakes his head.

"Huh?" Oobleck asked confused, getting the girls, even Zwei a bit confused on what he's saying.

"Each time I go out there, being Spider-Man, I keep telling myself that playing superhero isn't a game…its fate. Radioactive, mystic spider-bite level fate." Peter answers him. "Like I said, I have great power, and with that great power comes great responsibility. No matter where I go, no matter which world I'm in, I always stick to that motto. Protecting those who couldn't protect themselves, especially from threats that seem too much for me." He said to Oobleck.

"But if you know a fight is too much for you, why do you continue fighting when you know you're outmatched?" Oobleck asked him another question.

"Anyone can win a fight. It's when the going gets tough, when there seems to be no chance, THAT's when it counts!" Peter said to him.

"Interesting." Oobleck said to himself while the girls look at each other, amazed that Peter is able to answer all of the teacher's questions without a second's thought.

"I always dreamed of making a difference in the world, trying to make it a better place with my power and smarts." Peter said while staring at the moon above him. "I want to help people change to see the light, like the White Fang. Even though they are rotten to the core, I can tell they are confused, misguided, and I want to show them, through my actions, that there is more than one way to achieve equal understanding with both Faunus and Human if I don't give up." He said, not noticing that he just gave Blake some new hope for the White Fang.

"But, are you sure you can do that?" Oobleck asked Peter, prompting the kid to look at him in the face. "You should know that not everyone is meant to make a difference in the world." He tells Peter.

"I know not everyone is meant to make a difference. But for me, the choice to lead an ordinary life is no longer an option. My Uncle Ben taught me that!" Peter said as he turns his back to them, getting speechless mutter from Oobleck and the girls.

Oobleck closes his mouth and smiles to himself. "You truly are a remarkable kid, Peter Parker. He turns his head to the girls behind him, who continue to stare at Peter after what he said. "You girls could learn a thing or two from him." He said to them, with the four of them nodding at Oobleck with a smile while Zwei barks happily at him.

Suddenly, Peter's Spider-sense goes into overload as he holds onto his head and crouches onto the ground on one knee. "Peter!" Ruby shouts as they all run up to him. "Are you okay? What happened?" She asked her friend.

Peter closes his eyes as he breathes heavily. "I don't know. For a second, my Spider-Sense went into overdrive." He said as he gets up from the ground. "I'm okay. I think." He said as he turns his head to his friends, opening his eyes to reveal they are red, and his pupils change from a circle to a vertical, black line, the eyes of a beast.

"Peter, your eyes…" Blake said while pointing at Peter's eyes.

"Huh?" Peter wonders what she's talking about. Weiss takes out a mirror from her pocket and gives it to Peter, showing him his new eyes and pupils. "What the?! My eyes! They never looked like this! before"

"Doesn't his eyes usually turn red when he uses his Aura?" Ruby asked the group.

"Yeah, but he's clearly not using his Aura, as you can tell." Oobleck answers her.

"And their shape, his pupils, their different." Weiss comments on it.

Suddenly, Peter's Spider-Sense goes into overload again, this time causing him to scream in pain. "My head…Something's…going on…" He said through the pain.

"Like what?" Yang asked him.

"Uh, guys!" Blake gets her team's attention as she points to her left terrified at what she's seeing. The entire gang looks at where she's pointing and are shocked and horrified at what they are seeing, which so happens to be MILLIONS of tiny spiders crawling from the buildings and the walls as they make their way to the forest area, killing every Grimm that comes across them.

"Oh…my…god…" Weiss said, never seeing this many spiders in one place.

"Peter, is this your doing?" Ruby asked him as he feels better, with his eyes turning back to normal.

"No…but, my spider-sense…it almost feels like someone is calling to me." Peter said as he looks at the spiders moving to the forest, almost as if they are wanting to direct him to somewhere.

"It is time to see if you are worthy of your power. Of OUR power." The same voice from before tells this to Peter. Peter, with a determined look, jumps into the air, quickly changing into his Spider-Man costume as he starts web swinging towards the spider army.

"Peter! Where are you going?" Ruby shouts at him.

"I don't know, but they are calling me to something! I have to find out why!" Peter tells her as he continues web swinging.

"If he's going, then I'm going!" Ruby said with a determined look.

"Same here!" Yang said, as she, Weiss, and Blake get ready to follow Peter.

"This is truly a strange phenomenon. I, too, an interested in this." Oobleck said, with Zwei barking happily, as they all run to catch up with Peter, following the spider army to somewhere in the forest area, but to where, we'll find out later.


*BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) *

Spider-Man: Hi, I'm Spider-Man. Huh, what's a temple doing in the middle of a forest, and why is it spider-themed?

Ruby: Does this have any connection to you, Pete?

Spider-Man: I…I think so.

Ozpin: Well, then let's see what we have here, shall we.

Spider-Man: These murals, these trials, what do they all mean?

Next time on Spider-Man: Battle for Remnant:

Trials of The Other (Part 2)

Oobleck: Fascinating! Oh, I must write about this in my journal!


KFX here: Next chapter, Peter and the gang, including Ozpin, Glynda, and Ironwood, learn more about the Spider-Totems and the Spider-Gods. Stay tuned.