BGM-Ultimate Spider-Man (Game) OST-Menu Theme

Spider-Man: Watch out! Here comes the Spider-Man! Got a job as a photographer at the VNN to take pictures of Spider-Man and all the other weird stuff in this city. Like that new villain, Hydro-Man, that I just fought as he tried to steal Dust and destroy the city. With a little help from Weiss, we managed to tucker him out and cause him to evaporate, but if he's like the villains from my world, he won't be gone for long. At the very least, I'm slowly feeling right at home.

BGM End

Vol 1 Issue 13: Testing Time

City of Vale

BGM-Marvel's Spider-Man (PS4) OST-Straw, Meet Camel Mission Music Theme 3

"You can't lose me, Slowwick!" Spider-Man insults Torchwick, chasing the criminal escaping in a Bullhead after stealing Dust this weekend morning.

"Torchwick!" Roman shouted, angrily correcting him through the jet's microphone. "You know my name is Roman Torchwick! You do that on purpose!" He snarled in annoyance.

"Do what, Slowwick?!" Spider-Man quipped with a sarcastic grin.

Civilians watch the intense chase from the sidewalks, watching Spidey performing some amazing parkour skills on the side of buildings before jumping off to zip closer to the Bullhead. His Spider-Sense tingles as he sees the hatch open revealing a White Fang goon holding a rocket launcher in his hand. "Oooh, a rocket launcher! I always wanted one of those!" Spidey jokes, as a rocket is fired at him, but he easily swings over it. The goon fires more rockets at the webslinger but some miss and destroy sections of the city. To wrap this up before people could get hurt, Spidey grabs several of them with his webbing, "Hey buddy, I think you lost these!" he quips while throwing them at the Bullhead, causing an explosion that damages the engines.

"What was that?!" Torchwick asked urgently from the cockpit, turning around to see his minion covered in soot from the explosion. "What are you doing here? Where's the bug?!" He asked.

Without speaking a word, the frighten goon points him to the window of the cockpit, where Torchwick is shocked to see Spider-Man casually clinging on it from outside.

"Hi. Is this the flight to Newark?" Spidey joked.

Torchwick quickly retaliates with his cane, firing a bullet through the window to attack Spider-Man but missed. Spidey smashes himself through the window, shattering it as he lands inside the cockpit and webs most of Torchwick's goons, "Flight's cancelled." He joked.

Angrier than ever because of his interference, Torchwick fires at Spider-Man, who easily evades his shots with his reflexes but accidently got him to damage the controls, disabling the ship.

"The controls! We're gonna crash!" The criminal pilot retorted, scared for his life.

Spidey looks at Roman, who just simply shrugs and smirk as he couldn't care they're about to crash. "You need to work on your aim next time, Conan!" He quipped.

"It's ROMAN!" Torchwick angrily corrects him again. Too bad Spidey was already at the top of the out-of-control Bullhead to hear him say that.

Spidey chooses to ignore him as he needs to hurry and stop the Bullhead from crashing into the city. He jumps back outside and swings on top of the out-of-control ship, "Need a plan...Need a plan real fast…" Spidey hurries himself to think of a plan before innocent people could get crush. He immediately spots two big buildings beside him, giving him the idea to fire several weblines onto them and attach them onto the falling Bullhead. "I GUESS THIS IS THE PLANNNNNNN!" Spidey grunted, using his incredible spider-strength to tug tightly on the webbing and pull the jet over the streets, barely scrapping the ground and preventing the scared citizens from being smacked. One of the jet engines broke apart from the narrow fall and tumbles across the streets over cars. "Come on, Pete. You got this. Yougotthis-yougotthis-yougotthis-" He repeatedly said to gather enough confidence to web away the engine before people got hurt, webbing the thing onto a nearby building.

The damaged Bullhead suddenly vaults high into the sky while still attached by the thick webbing, as Spidey jumps above over it as it's about to land on the busy street below. "Please don't screw this up…" He mutters, quickly unloading a barrage of web shots to catch the falling jet onto a large web-net, landing on top of the vehicle with his iconic pose that got the crowd praising him for saving their lives.

BGM END

"SPIDER-MAN!"

"THAT WAS TOTALLY AWESOME!"

Peter investigates inside the jet to check if everyone is okay. He found several White Fang goons either webbed or knocked unconscious from the near-crash, but no sign of Torchwick anywhere. "Ah, I knew he would disappear like that." Spidey snarls, angry that he got away while he was stopping the falling jet. "Aw well. I'll try to catch him next time. I'll leave his goons to be taken to Jail R' Us. I hear I get a discount for every baddy I leave for the police. Though it's a little unusual for Torchwick to be working with the White Fang. Don't they hate humans? Whatever. I need to head back to Beacon and finish my new weapons." Spidey said to himself before swinging away from the crime scene, leaving the thugs for the police to arrest, when they find a ladder.

Later at Beacon Academy…

"Woooow! Look at these new pictures Peter sent us! Aren't they great?" Ruby asks, fangirling over the new pictures of Spider-Man stopping the Bullhead sent to her Scroll, while the girls of Team RWBYP hang out around the school. "Spider-Man is so amazing! He was able to stop a Bullhead from crashing onto the city!" She said excitedly.

"Wish we were there! It must've been a BLAST to watch! Maybe Peter should invite us next time he's taking pictures." Yang suggests with a smile, while walking around with her arms hold the back of her head.

"I don't think that's a good idea. We don't want to interrupt him while he's working." Blake calmly objects, playing her part to hide Peter's secret as Spider-Man from their friends.

"It's okay. I'm sure he wouldn't mind. Where are we going, anyway?" Yang asked.

"To Peter's lab. He wants to show us the new weapons he's been working on." Weiss answered.

"Can't wait to see what awesome new weapons he built!" Ruby remarks excitedly, having a hard time to contain her excitement.

BGM-Marvel's Spider-Man (PS4) OST-Octavius Industries Puzzle Music Theme 3

The girls approach the door to Peter's lab, with Weiss being the one to knock on it. "Peter! It's us! Can you open the door?" She politely asked.

The knob turns as the door opens for the girls to be greeted by Peter. But for a second they barely recognized him, because he is wearing new sunglasses. "Hey girls. Glad you're here." Peter greets them with a smile, oblivious to their slight confusion to him wearing glasses.

"Uh, what are you wearing?" Weiss asks him about the glasses.

"Oh this? My latest invention." Peter answers, touching them.

"Sunglasses? Not exactly revolutionary." Yang jokes as the girls enter his lab.

"That's the idea. They're not supposed to look revolutionary because it's disguising a portable, nanotech supercomputer with augmented reality interface and internal speakers." Peter started explaining the capabilities of his nanotech sunglasses.

"Huh?" Ruby remarks, just as stunned as the rest of her teammates since they weren't expecting such an invention.

Peter continues, "It has a built-in A.I. that gives me a thorough analysis of my surroundings and can provide tactical feedback to whip up countermeasures when I'm in battle. They can gauge your Aura and are advanced enough to hack into almost any machine. It can also project holograms and can act as a communicator. How cool am I?" He cockily asks while using his glasses to project a touchable hologram of the planet, much to the girls' amazement.

"We had no idea you were THIS smart…" Blake remarks, while Yang whistles after being impressed.

"Can they shoot laser beams?" Ruby childishly asks the scientist, who chuckles in response.

"No, but my new weapons could." Peter walks over to his desk to pick up a pair of normal bracelets and wears them on his wrists. By simply pressing a button on the bracelets, they transform into highly-advanced, sleek-looking, black gauntlets that have glowing blue lines across them when activated, much to the girls' amazement. "They're my Repulsor Gauntlets. Don't exactly have a cool name for them like your weapons. Capable of firing high density muon beams at incredible speeds among other neat features. And these…" The young genius then grabs a pair of boots, with the same color scheme as his gauntlets, from a shelf and switches them with his normal shoes to wear, "Are my new Hoverboots, allowing me to move around at high speed and hover in the air so Blake wouldn't constantly save me." He joked, recalling himself nearly falling to his death during initiation if Blake didn't save him.

"I'm assuming your Hoverboots are powered by Gravity Dust?" Weiss questioned.

"Nope." Peter answers.

"No?"

"No. All of my new tech are powered by another new invention I created called the Repulsor Tech Node." Peter replied.

"What's that?" Ruby asked.

"It's this thing." Peter picks up a small energy device that he's been working on that looks like it can fit in a person's chest. "This is the main reactor while my gauntlets and boots are powered by multiple, smaller R.T. Nodes. I used to work with another genius who created a similar device called the Arc Reactor that can power a suit of armor that shoots repulsors. He approved the idea of me to create a new fusion power which is derived from his repulsors just as powerful as his own reactor with my own ideas. The R.T. Nodes can be used as a source of clean energy, as well as a powerful bomb, which is why he doesn't want anyone else to be using this technology. If I'm correct, the energy output could possibly power an entire city for a whole year." He stated.

The girls gasp in utter shock from hearing the incredible potential of the R.T. Node and the impact it could have on the world if people learned about this. "I-I-I CAN'T believe what I'm hearing. In just a few days here at Beacon, you just developed technology that years ahead of anything else on the planet! A power source that makes Dust look obsolete!" Weiss remarked through her shock.

"Let's not get ahead of ourselves. This is still a prototype. I haven't perfected or run some tests on it yet." Peter said modestly.

"Then let's do some right now!" Ruby remarks with an exciting idea in her mind. "We're not doing anything else today. Let's help you test your new weapons."

"Okay. What do you have in mind?" Peter asked, wondering how Ruby plans to test out his new tech.

BGM End

At Emerald Forest

BGM-Sonic Rush Adventure OST- Plant Kingdom (Act 1&2 Mix)

Team RWBYP meet in the forest as the perfect place to test Peter's new gadgets. First, they're going to test his Hoverboots in a one-on-one race against Ruby across a decently long track through the forest. "Why can't I join the race? I can get my bike and-." Yang whines until Weiss interrupts her.

"This isn't a game. We're testing Peter's new tech and collect data. Your turn will come soon." Weiss reminds her. The heiress turns to Peter and Ruby, both who are getting ready to race each other, "The rules of this test is simple. Make it to the end of this track and cross the finish line where Blake is standing. She'll be timing you." She says while pointing to the hidden Faunus standing across from them while using one of her ribbons as the finish line.

"Alright. Let's get started." Peter says, touching his nanotech glasses and have them transform into goggles, activating his hoverboots as he slightly levitates off the ground.

"And…GO!" Weiss swings her arm down as the signal to start the race.

The racers accelerate at their maximum through the track to do everything they can to beat the other. Ruby uses her Semblance to burst into petals and fly forward at inhuman speeds, gaining a slight edge over Peter. The hidden hero puts his new Hoverboots to their paces and propels himself even further at great speeds. "Eat my dust, petals!" He taunts his opponent while gaining the lead. Ruby decides to be a little tricky and jumps towards a tree, bounces herself into a zigzag motion off the trees to gain extra speed. Peter had a similar idea in mind as he accelerates off a rock platform to use as a ramp, jumping stylishly into the air and land on a thick vine to grind on. The racers are closing in to the finish line as Peter bounces off trees at rapid speed and uses that amazing spider-agility of his to spin over Ruby and uses his momentum to gain the extra speed needed to overtake her and cross the finish line.

"Ha ha! First place!" Peter smiled, reveling in his victory.

"A minute and 16 seconds. Not bad." Blake remarks, using her Scroll as a stopwatch to calculate his time.

"That was amazing, Peter. Those boots were pretty fast." Ruby smiled in joyful amazement from the speed of his hoverboots.

"Thanks. So what's next on the agenda?" Peter asks Weiss, as she and Yang caught up with the others.

BGM End

Beacon Academy Training Room

BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1

"Next is combat training." Weiss confirms, as the team meet up at the amphitheater to continue their training exercise. Weiss will be the one testing against Peter this time on stage while their teammates watch them from the sidelines.

"Let's test how good are your long-range capabilities." Weiss says while equipped with her sword.

"Ready when you are." Peter says, taking a fighting stance against his training partner.

Weiss fires a quick ice shard at him, who quickly dodges into the air with his hoverboots and counters with a quick repulsor blast that was too fast for the heiress to dodge as she took a direct hit and was knocked back. "Those are fast." Weiss comments as she gets back up to use a glyph to fire a quick barrage of laser blasts at her opponent. Peter hovers in midair and uses his gauntlets to generate a force field to block and absorb her attacks, much to her shock, "A force field?"

"Impress yet?" Peter quips, deactivating the force field to fire his own barrage of energy blasts. Weiss runs and dodges his attacks to the best of her ability, using a glyph to jump over them and counter with several ice shards. Peter charges his right gauntlet with energy and unleashes a powerful beam that disintegrates her shard and blast Weiss off the air, defeating her.

"Ouch, that stings." Weiss complains as she stands up with minor injuries.

Peter lands back on stage as its Blake's turn to train him. "You said those gauntlets can create an energy blade?" She asks him as she walks onto stage.

The hidden vigilante has his gauntlets form two blades created from pure repulsor energy and wields them for each hand. "Two, actually." He quipped.

"Showoff." She remarks with a small smirk.

The shadow warrior dashes at a great speed towards Peter to lock her sword against his own. They clash briefly as sparks fly from their blades, but it's obvious Peter is at a disadvantage because of his lack of sword training. "I should tell you right now I'm not a very good swordsman." He quips while blocking her strikes.

"Why else are we training?" Blake remarks as she fiercely breaks his guard.

Peter uses his hoverboots to evade her assault with a quick aerial backflip, and as he lands he quickly dashes forward with a double strike from his blades to fiercely lock against her's. "Look at me. I'm a Jedi." He joked.

"A what?" A confused Blake raises an eyebrow.

"Nevermind. I doubt any of you would get that reference." The outworldly hero quips.

Blake manages to knock her opponent away from their fierce lock and disarm him of his blades. She tries to follow-up with another strike, but Peter is starting to adapt to her fighting style and quickly spins in place while reforming his energy blades, deflecting her back as he fires off a crescent energy wave slashed from his blades at her, but Blake blocks the attack in the nick of time.

"You're adapting." Blake smirks, impress with his progress as a swordsman.

"I'm a quick learner." Peter quips with a grin.

Blake walks off the stage as Yang jumps up to eager lead the final lesson. "Finally, it's my turn! Let's test how well your gauntlets stack up to mine." She said with an eager grin for battle.

"It's like comparing a pot of gold to your frying pan of rotten eggs." Peter jokes.

"Oho, you're in for it now." Yang quips with a smirk, as she fiercely leaps through the air to land a powerful punch towards him.

"No need to be so hotheaded." Peter quips, forming a holographic energy shield to block her punch, then immediately deflect her to the side. He dashes towards her with a swift assault of punches and kicks that quickly put her on the defense, "You're not very good against kickers. We should work on that." He remarks.

"Gladly." Yang smirks, as she manages to deflect one of his kicks and punch him back, but Peter was able to block the attack in time while sliding backwards. Now it's Yang's turn to go on the offense as she charges at her teammate with a fierce barrage of punches that he's able to calmly clash against with his own punches. "Are you holding back because I'm a girl?" She jokingly remarks.

"Just wanted to give you your moment in the sun." Peter quips, swiftly dodging her punch as if he vanished, leaving a shocked Yang vulnerable to a punch charged with repulsor energy on her blindspot, knocking her and causing her to skip on the stage a few times before recovering her balance on the ground as she crouches.

BGM End

"Is this how you treat every lady?" Yang jokes.

"I usually treat them to dinner, or my home cooking." Peter remarked.

"You can cook?"

"My chicken curry knows no equal."

"And if you two are done flirting with each other, I think that concludes are training exercise." Weiss remarks from the sidelines, as the rest of the team walk onto the stage to conclude the test on Peter's new tech.

"Got the data to complete your weapons?" Ruby asks her mentor.

"Got enough. Everything is working pretty smooth. Think I can beat all four of you without even trying with my new tech." Peter said out loud.

"Oh really?" Weiss remarks, as all the girls stare at him with sly smirks on their faces, wanting to test that little theory of his.

"No, no, no! We are not doing that! I was just thinking out loud!" Peter frantically retorted, flailing his hands around to stop them from going through with that painful idea.

"Seriously Peter, your technology is really amazing, it's almost scary. I don't think I've ever met someone as smart as you, and I was raised in Atlas where all the big brains work at the Schnee Dust Company or the Atlesian Military." Weiss said, stating he might be smarter than every genius at Atlas. "You might be smart enough to start your own company." She suggested.

"Heh. I don't think so." Peter scoffs at the idea of running his own company.

"Why not? Your technology could change the world. Think of all the good you could do with it." Blake remarked.

"I'm not confident enough to lead an entire mega-corporation. This is dangerous technology I'm working on. Much more valuable than any Dust on the planet. The kind nutjobs would do everything in their power to steal for their own misdeeds. I'm more than comfortable being a standard employee." Peter said honestly, preferring to be a normal scientist instead of a position as a CEO balancing their double-life as a secret superhero.

"I'll remember that when I inherit my family's company one day." Weiss responds with a smile, thinking of hiring him to the company.

Yang wraps her arm around Peter's shoulders and smiles as she says, "Let's go celebrate for you being the smartest guy on the planet. Weiss' treat."

"What?! Oh, fine. Whatever." Weiss retorts, but reluctantly relents since she was impressed by Peter's genius and decided to make an exception, as the team goes out to town to celebrate his revolutionary tech that is definitely out of this world.

BGM-Spider-Man: Battle for New York OST-Main Theme

KFX Here: The R.T. Node is what the Arc Reactor is called in the main Marvel Comics, while the Arc Reactor is something from the MCU. They're basically the same thing under different names. A little trivia for those who don't know. Peter's nanotech glasses were inspired by the glasses from "Spider-Man: Far From Home". Expect some more FFH references in this story.

Next time: Hidden potential unlocked! Introduction of the X-Aura!

Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!

BGM End