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

Spider-Man: Watch out! Here comes the Spider-Man! To my surprise, Beacon started the Spidey Squad fan club celebrating my heroics. What was even more surprising is that they invited me, as Spider-Man, to fight Team RWBY in a sparring match. The girls were good, but they didn't stand a chance against this spectacular webhead. I know they'll get stronger, but right now I'm more concerned about this Professor and these Elementals he's creating. The whole kingdom will be in danger if they are unleashed, meaning I have to find them and put a stop to them.

BGM End


Vol 1 Issue 26: Elementals of Doom (Part 1)-The Stray and the Beasts

City of Vale

BGM-RWBY OST- EP 15 Score - The Stray

It's a bright and happy afternoon in Vale, as the streets are being decorated in time for the Vytal Festival. Red, yellow, and green streamers and balloons are proudly on display, and Team RWBYP is strolling through it all with an awed Weiss Schnee in the front. A sign is being put up by the elderly Shopkeep that reads in bright red letters "WELCOME TO VALE!" for all the foreign newcomers from their respective kingdoms of Remnant.

Weiss stops on her tracks and raises her arms in amazement of the decorations, "The Vytal Festival! Oh, this is absolutely wonderful!"

"You're oddly cheery." Peter quipped.

"I don't think I've ever seen you smile this much, Weiss." Ruby frowns a little, "It's kinda weirding me out…"

"How could you not smile?" Weiss turns to her partner, "A festival dedicated to the cultures of the world! There will be dances! Parades! A tournament! Oh, the amount of planning and organization that goes into this event is simply breathtaking!" She says as they continue walking.

"You really know how to take a good thing and make it sound boring." Yang sighed with her arms crossed.

"Quiet, you!" Weiss retorts, as the team stop near the docks and the sounds of foghorns are heard.

"Remind me again why we're spending our Friday afternoon visiting the stupid docks?" Yang asked.

"To catch some more fish for Blake." Peter joked.

"Ugh, they smell like fish!" Ruby remarks, covering her nose.

"I've heard that students visiting from Vacuo will be arriving by ship today. And, as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom!" Weiss claims as she starts walking away again.

"She wants to spy on them so she'll have the upper hand in the tournament." Blake proclaims her real objective.

Weiss scoffs, "You can't prove that!"

"I can sense you're lying." Peter quipped.

"Your X-Aura is not a lie detector." Weiss retorted.

"If I try hard enough…" He snarks back.

Meanwhile, Ruby turns her head to the right when she notices something interesting that got her saying, "Whoa." The team looks at a shattered window down the street and a door full of yellow caution tape of the Vale Police Force before walking over to the detective in front, who is writing on his pad.

"Good afternoon, officers." Peter approaches the detectives with his team, showing them his VNN ID from his Scroll to prove he's a legitimate photographer, "I'm a photographer for the VNN. Can you tell us what happened here?"

"Robbery. Second Dust shop to be hit this week. This place is turning into a jungle." The detective answered before walking over to his partner.

"That's terrible." Yang sighs sadly, while Peter uses his camera to take pictures of the crime scene.

"They left all the money again." Another detective said to his partner, which got Ruby and Peter's interest.

"Huh?" Ruby turns her head when she hears this.

"Yeah, just doesn't make a lick of sense. Who needs that much Dust?" The first detective wondered.

"I don't know, an army?" His partner remarks.

"You think the White Fang?"

"Yeah, I'm thinking we don't get paid enough."

'The White Fang were definitely involved in these robberies.' Peter mentally said with a serious expression on his face. 'They and Torchwick have been working together with this Professor to create an army of superhumans. Or superfaunus is the right term for this case. Project Elementals. The Professor had provided them advanced tech to steal as much Dust as possible to perfect his Dust Formula and create unstoppable creatures based on the elements. Still have no idea where to find them, or how to stop them if they're complete. But it doesn't explain Mach-X's involvement. Does that mean the White Fang were behind the Devil's Breath outbreak as well? I'm not so sure. Am I still missing a clue or something?' He ponders intensely to himself, still trying to figure out this mystery involving Mach-X and the Professor.

"Hmph! The White Fang." Weiss says, snapping Peter back to reality to see her cross her arms and pointing her nose in the air with her eyes closed. "What an awful bunch of degenerates!" She insults the criminal group.

"What's your problem?" Blake respond with a glare, as if she took offense to that statement.

"My problem?" Weiss turns to her teammate, "I simply don't care for the criminally insane."

"The White Fang is hardly a bunch of psychopaths." Blake refutes, crossing her arms as things get serious between her and Weiss. "They're a collection of misguided Faunus." The hidden Faunus claims.

"Misguided? They want to wipe Humanity off the face of the planet!" Weiss argued.

'That's certainly a possibility with the Elementals.' Peter quips in his thoughts.

"So then they're very misguided." Blake retorts. "Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale!"

'I do, but I haven't gotten the chance to tell Blake anything about the Elementals. Why does she sound defensive of the White Fang?' Peter wondered.

"Hmm... Blake's got a point. Besides, the police and Spider-Man never caught that Torchwick guy I ran into a few months ago... Maybe it was him." Ruby remarked, believing Torchwick is involved in these robberies.

"It's a definite possibility. And recent months have proven there are more dangerous criminals out there than the White Fang." Peter stated.

"That still doesn't change the fact that the White Fang are a bunch of scum. Those Faunus only know how to lie, cheat, and steal." Weiss claims, causing Blake's blood to boil with growing anger.

"That's not necessarily true..." Yang remarked.

"Us Humans are like that too. We're all people. The only difference between us and Faunus is that some of them have tails and look a little funny." Peter defends the Faunus, which makes Blake really happy to see him defending her kind.

"Hey, stop that Faunus!"

As the team overhears the cry for help and rush over to investigate, a Faunus with a golden monkey tail is seen running down the length of the boat and leaping on to the edge as the two sailors are about to apprehend him. "Thanks for the ride, guys! Haha!" The stowaway looked back at his pursuers, before jumping off and hits the dock running.

"You no-good stowaway!" A sailor shouts at the running monkey.

The monkey faunus uses his tail to hang on a lamppost while he peels back a banana, "Hey! A no-good stowaway would've been caught! I'm a great stowaway!" Before he eats, one of the detectives down below throws a stone at him to get his attention.

"Hey! Get down from there this instant!" The detective demanded.

The stowaway drops the banana peel on the detective's face, who growls in return. The monkey-like Faunus twirls up to crouch on the lamppost, laughs in amusement, and proceeds to leap off and run away from the detectives. As he runs past Team RWBYP, he winks at an astonished Blake while being chased by the officers.

"Well, Weiss, you wanted to see the competition, and there it goes…" Yang quips, watching the Faunus get farther and farther away.

"Quick! We have to observe him!" Weiss holds up her finger, as everyone but Peter and Blake give chase.

"It's okay to use the word 'spy'. We won't laugh at you." Peter joked. "C'mon, Blake. Let's hurry before Ice Queen trips herself. Blake?" He turns to Blake, noticing her standing still while lost in thought. "You okay, kitten?" He asks her, which was enough to snap her back to reality.

"Huh?" She remarked, looking a little lost.

"Don't let what Weiss said get to you. You're a shining example of how cool Faunus can be when they think with their heads and not with their tails." Peter said sincerely with a smile, which was enough to cheer up his secret cat friend.

"Thanks." She smiled.

"Your welcome. C'mon. Let's go catch up with the others." Peter says, as the duo quickly catches up with their friends.

The team rounds the next corner, but then Weiss bumps into someone and trips. She looks up only to see the monkey faunus jump onto a building and disappear from her view, "No, he got away!"

"Uhh…Weiss?" Yang points strangely at the girl underneath her teammate.

Weiss finally sees that she fell on a smiling girl, which startles the heiress and she hastily gets up. The girl is still on the ground smiling widely as she greets the team with a weird, "Sal-u-ta-tions!"

"Um…hello." Ruby greets her with a weird look.

"Are you…okay?" Yang asks the mystery girl.

"I'm wonderful! Thank you for asking." She happily answered while still on the ground.

The team looks at each other in bewilderment from her weirdly positive attitude before Yang speaks up again, "Do you…wanna get up?"

The mystery girl thinks about this for a moment before answering, "Yes!"

"Let me help you." Peter was kind enough to lend her a hand and help her on her feet, while his teammates steps back a little from the weird girl.

"I recognize you. You're that Beacon student who helped Atlas cure the Devil's Breath virus and the photographer who takes pictures of the vigilante Spider-Man, Peter Parker." The mystery girl recognizes Peter.

"Uh, yeah, that's me." Peter replies awkwardly, as something about this girl doesn't make sense to him.

"My name is Penny! It's a pleasure to meet you!" Penny Polendina introduces herself to the team.

"Hi Penny. I'm Ruby." Ruby introduces herself before the others.

"I'm Weiss.

"Blake."

"Are you sure you didn't hit your head?" Yang quips and gets hit to her side by Blake for it, "Oh, I'm Yang."

"It's a pleasure to meet you!" Penny repeated.

"You already said that." Weiss noticed.

Penny pauses again for a moment, "So I did!"

"Well, sorry for running into you!" Weiss apologizes, as the team turn around and start walking away from the weird kid.

"Take care, friend!" Ruby waves her arm at her.

"See ya, pal!" Peter says goodbye to her as well.

"She was…weird…" Yang states when they get far enough away from the startled Penny.

"The way she spoke and her movements. There was something about her that seemed…robotic to me." Peter ponders with his hand touching his muzzle. "But I could sense she has an Aura, so being a robot wouldn't make a lot of sense."

"Now, where did that Faunus riff-raff run off to?" Weiss looks around for any sign of the monkey faunus, but as she looks on ahead, she was surprised to be suddenly greeted by Penny again who appeared out of nowhere.

"What did you call me?" Penny asks the team.

"Where did you come from?" A surprised Peter responds, as Weiss looks back and forth in shock from Penny's sudden appearance before them.

"Oh, I'm really sorry, I definitely didn't think you heard me!" Yang apologizes for her earlier opinion on the weird girl.

"No, not you." Penny walks through the group and leans her head down to both Ruby and Penny, "You two!"

"Us? I-I don't know. I, what I, um, uh…" A startled Ruby remarks.

"If it's about the robot comment, I don't think you're a…" Peter quips before being interrupted by Penny.

"You called me 'friend'! And you called me 'pal'! Am I really your friend and pal?" Penny asks the startled duo.

"Uuuum…" Ruby looks over Penny's shoulder while her teammates motion to deny her.

"Guess so." Peter shrugs while being nice, not wanting to break the girl's feelings as he gets the feeling she could use some friends.

"Y-Yeah, sure! Why not?" Ruby said, causing the other girls to comically faint.

"Sen-sational! We can paint our nails, and try on clothes, and talk about cute boys!" Penny said, looking overjoyed and laughs.

"Haha. Deja-vu. She reminds me of you, Rubes." Peter chuckles with his arms crossed, finding Penny a little funny with her strange antics.

"Oh, is this what it was like when you met me?" Ruby groans to Weiss.

"No. She seems far more coordinated." Weiss remarks stoically, while brushing herself off.

"So…what are you doing in Vale?" Yang asks the weird girl.

"I'm here to fight in the tournament." Penny answered.

"Wait, you're fighting in the tournament?" Weiss questioned.

"I'm combat ready!" Penny saluted.

"Forgive me, but you hardly look the part." Weiss responded.

"Says the girl wearing a dress." Blake remarked.

"It's a combat skirt!" Weiss refutes with her arms crossed.

Ruby speeds over to her skirt sister's side, "Yeah!" as the heiress holds out her hand and she low-fives it.

"Still a dress." Peter quipped.

Suddenly, realization hits Weiss as she walks over to Penny and grabs her by the shoulders to ask her something, "Wait a minute. If you're here for the tournament, does that mean you know that monkey-tailed…rapscallion?"

"You really love using big words, don't you Weiss?" Peter quipped, annoying the heiress.

"Zip it, Parker!" She retorted.

"The who…?" Penny asks about the rapscallion, wondering who she is talking about.

"The filthy Faunus from the boat!" Weiss holds up a poor drawing of the criminal-in-question to her, asking her for the whereabouts on the monkey.

'When did she get the time to draw that?' Peter mentally quipped.

"Why do you keep saying that?!" Blake angrily retorts, grown annoyed from the constant insults on that stowaway.

"Huh?" Weiss turns her attention to her teammate as she walks over to her.

"Stop calling him a rapscallion! Stop calling him a degenerate! He's a person!" Blake begins another argument with the heiress.

"Oh, I'm sorry." Weiss releases Penny while motioning to objects around her, "Would you like me to stop referring to the trash can as a trash can? Or this lamppost as a lamppost?" She remarks sarcastically, which pisses off Blake and slowly annoys Peter a little as well.

"Stop it!" Blake retorted.

"Stop what? He clearly broke the law." Weiss argues.

"He's just a stowaway. You're acting like he robbed a bank." Peter responds, trying to be the level-headed one in this argument between Weiss and Blake.

"Give him time; he'll probably join up with those other Faunus in the White Fang to rob more banks." Weiss retorted.

Blake growls, clenching her fist as she angrily retorts, "You ignorant little brat!"

'And just like that, this argument has been extended by another hour.' Peter quips, mentally slapping his face.

Weiss looks offended by that insult while Blake walks away. "How dare you talk to me like that! I am your teammate!" She retorts, following her to continue their little argument.

"You are a judgmental little girl." Blake claims.

"What in the world makes you say that?"

"The mere fact that you would sort that Faunus boy with a terrorist group solely based on his species makes you just as much of a scoundrel as you believe him to be!"

Yang slides up to Ruby and Peter, as all three of them are looking very uncomfortable watching their friends argue. "Um, I think we should probably go…"

"Where are we going?" Penny suddenly pops up behind Ruby with a smile, as they continue awkwardly listening to Weiss and Blake arguing.

"So you admit it! The White Fang is just a radical group of terrorists!"

"That's not what I meant, and you know it!"

Peter sighs deeply, as he really wants to intervene and stop this pointless bickering between friends. But his Parker Luck wouldn't have it, as his spider-sense alerts him to strange thugs nearby fleeing into a sewer hole, 'What are those wonderful creeps up to? As if the bickering between Elsa and Kitty wasn't enough to keep me entertained.' He turns to Ruby and Yang, "Sorry. Have to go. Work is calling." He says before running away.

"Wait! Shouldn't you stop this argument first?! You're our mentor! They'll listen to you!" Ruby shouts, wanting him to stop their friends from arguing with each other.

"I know those two! Things will work out between them! Trust me!" Peter shouts back, while running far away to a safe place to change into his costume.

"I hope so…" Ruby frowns sadly, getting a feeling things will turn out worse between Weiss and Blake.

BGM End


Vale Sewers

BGM-Spider-Man 3 (Game) OST-Sewers #1

Spider-Man drops through a sewer hole, finding himself in Vale's nasty sewer system in pursuit of the fleeting crooks. 'I can't believe I ran off like that. I must be out of my mind.' Spidey berates himself while crawling along the sewer walls, 'There's no getting past it. The longer I'm stuck in this dimension, the more those girls feel like family to me. If MJ and Aunt May weren't waiting for me back home and I wasn't tasked to stop some great evil, I…' He ponders on the thought of staying in Remnant if it was possible, but quickly brushes it off to another topic, 'Why do I keep ditching my friends like this when they need me the most? It's stressful having to juggle this friends n' family stuff. But with great responsibility comes…' He sighs as he jumps down, 'Great responsibility.' He says while sliding deeper through the sewers, focusing on his spider-sense to locate those thugs, 'I sympathize with Blake. Just because people like me and her are different doesn't mean we should be treated differently. But at the same time, the White Fang are creating elemental monsters that could wipe out mankind like Weiss said. I can't tell them that. It'll make things worse between those two. I'll go talk to them as soon as I find those crooks.'

The webhead bounces off the walls through a hole and leaps out of it to land on a pipe. He looks down and spots the thugs he has been chasing down below, 'There they are'. He jumps down towards the thugs as he gets their attention, "Did you kids come all the way down here to feed the sewer rats? Master Splinter will be so happy." He jokes, stomping onto a goon before easily punching away some others. One thug tries to punch him but he jumps over his fist and webs him to the floor, landing to kick away the remaining goon unconscious.

BGM End

"That was too easy, which is a plus for me. Let's see if any of you boys stole anything." Peter kneels down next to one of the unconscious thugs. Just as he was about to touch him, their body strangely destabilizes from a holographic form to reveal a robot body behind the skin, "Wha? They're hard-light hologram robots, but why?" He asks himself.

BGM-Spider-Man 3 (Game) OST-Boss Fight

Quietly, the sewer waters start bubbling behind the hero while he's investigating the weird robot thug as something in the water is creeping towards him. His spider-sense tingles, alerting him to the upcoming danger, "Spidey, I could think of one reason why you've been led here by fakes, because this is…"

Spidey turns around just as a giant serpent made of water suddenly rises from the water and dives at him. "A TRAP!" He quips, quickly jumping away from the hydro serpent before he was consumed. He lands as he watches the serpent transform into the size of a large man made entirely of water with no facial features or anything. Just living water in the shape of a normal human being while being carried by a watery vortex. "Long time no see, Hydro-Man. Knew that sunbath wouldn't keep you dry forever." Spidey jokes, recognizing the creature as Hydro-Man.

"GRAAAAAAH!" Hydro-Man lets out a loud roar that doesn't sound like a normal Faunus anymore but a mindless monster, as the creature tries blasting the webhead only to miss as he jumps away.

"Though it seems it did fry your brain." Peter quipped.

His spider-sense tingles again as he looks up to see a humanoid-like creature made of fire and molten lava suddenly drop in front of him. The Fire Elemental known as Molten Man roars as it tries to punch the webhead. "Whoa!" Spidey jumps away from his fiery swing. But while leaping through the air, he grunts as he gets blasted with a windy vortex caused by a frightening creature with a face made entirely of air dubbed Cyclone. Spidey was blasted onto a pile of sand as he slowly stands through the pain, "Monsters made from water, fire, and air? Who else am I missing?" He looks at the sand underneath his feet, "Oh boy." His spider-sense tingles as he immediately jumps away from the large sand hand that almost grabbed him, as the pile of sand rises and transforms into a human-ish creature made of earth and sand dubbed Sandman.

"Looks like I found them. Or they found me. The Elementals." Spidey remarks, landing on a pipe above the assembled creatures formed from the primary elements. "Howdy, gentlemen. Been looking all over for you. Wasn't expecting you four to be sewer dwellers. I was hoping to run into the ninja turtles." He jokes while confronting the elemental creatures.

BGM End


In Osborn's Mt. Glenn Lab…

BGM-The Incredible Hulk: Ultimate Destruction OST-Music 5

Osborn and Torchwick are watching the fight between Spider-Man and the Elementals from the lab thanks to hidden cameras that were placed in the sewers beforehand. Now they get to watch in crisp high-definition quality of their greatest experiment destroying the webslinger.

"Since when did Spider-Man know about the Elementals?" Torchwick asks his partner, as it sounded to him that Spidey knew about the Elementals.

"It doesn't matter." Osborn answers calmly. "He failed to realize their existence until they were already complete, and now he will pay the price for his childish ignorance" He presses a button on the computer to speak with his greatest creations, "It's time to put you children to work. Elementals! Destroy Spider-Man! Make papa proud!" He orders his creations, as he and Torchwick watch the carnage from the safety of their base.

BGM End


Back in the sewers…

BGM-Spider-Man: Web of Shadows OST-Symbiote Boss

"GURRRRAAAH!" Hydro-Man listens to his master's orders as he takes control of sewer system above Spider-Man and pours down a hefty amount of water on him.

"Nope!" Spidey quickly jumps away from the pouring flood, "Sweet of you, but I already took a shower this morning." He quipped, dropping down in front of Sandman to throw a punch that harmlessly pass through his body. He looks up at the snarling Elemental, "You weren't mutated from a man named Flint Marko, were you?" He jokingly asks the creature. Sandman roars as it punches the wallcrawler off his body, hurling him to get swung away by Molten Man's lava fist. Peter lands on his feet and attempts to web up the fire Elemental, only for his webbing to burn away from the intense heat it's emitting as he quips, "You're certainly an upgrade from the Molten Man I know." He notices Cyclone about to blast him with tornadoes, so he zips around the sewer to avoid them until he was caught by the wind Elemental's large hand. "Argh! How can AIR grab me?! Maybe if you pressurized the air molecules…" He quips while slowly being crushed, until the creature brutally smashes him through several pipes until he lands down in pain.

'Taking on Hydro-Man and Zzzax by themselves were a pain.' Peter mentally remarks, noticing the Elementals about to attack him one-by-one, forcing him to be on the defensive and dodge their attacks like his life depends on it, 'Taking on the four physical manifestations of nature itself all at once is NOT how I would spend a day at the beach. No time to call for backup. Weiss would probably argue that all Faunus should live in sewers. C'mon, Spidey, you got this! You've beaten the Sinister Six by yourself, and embarrassed the X-Men during the Secret Wars. I'm more than capable beating elemental butt. Just gotta add a little science into this equation!'

Spidey leaps onto and runs along a wall away from the endless sand blasts from Sandman. He jumps off the wall and counters with some web bullets to annoy the creature as he lands across from him, "Pay attention, sandy beach. I wanna teach you and your pals some basic science lessons." He quips as he attaches weblines on stationary pipes directly above Sandman, "Sand hates water…" He pulls open the pipes to flood water on the earth Elemental. Molten Man fires lava balls at the webhead, forcing him to leap away in front of Hydro-Man preparing a water blast, "Fire hates water…" He jumps, tricking Hydro-Man to blast Molten Man with a powerful water blast that weakens him, "Water hates electricity…" Peter then fires his electric webbing through Hydro-Man's body to electrocute him into a puddle. Cyclone monstrously flies towards the aerial webslinger, as he charges up a Concussive Blast, "And air hates having its molecules disrupted by a Seismic Blast!" He blasts a powerful sonic wave that scatters Cyclone into nothing.

Spider-Man lands in the center of the seemingly defeated Elementals, "It's like playing Pokemon but with gadgets, and my life is on the line. That should keep them down until I could find a way to contain them." He said. But as his luck would have it, the Elementals don't stay down for long as they quickly reform themselves back to tip-top shape while looking mighty angry at the webhead. "Things are never easy." He quipped.

Hydro-Man and Cyclone perform a rather surprising team up attack by combining their powers and blasting Spider-Man into a violent vortex of wind and water that painfully hurls him around the sewers, smashing him into everything in their sight. "Team-up move?! So they aren't so mindless after all!" He screams while being hurled around like a ragdoll. He's then hurled towards Molten Man, who blows out blasts of fire from his arms to pin the webhead to the floor. The creature stops to allow Sandman to pin him down with his large foot, morphing his hand into a hammer to brutally pound on the hero's body.

Weakened but not dead, Spider-Man blinds Sandman with his webbing, forcing him to walk off his body and allow the webslinger to zip into the air for safety. But Molten Man wouldn't allow it and blasts him into a tunnel that has a dead end. "Just perfect. A dead end. It won't kill me to ask them to open a path, right?" He quipped, until he turns around to see the Elementals about to combine their powers for one devastating finishing move. "I think it might." He mumbled.

BGM End

The Elementals unleash their respective elementals to combine into one multi-colored, powerful blast aimed directly at Spider-Man. The webhead crosses his arms to block it, but it didn't help at all as he's instantly consumed by the large blast while screaming, "AAAAAAAAAAH!" The elemental blast was powerful enough to obliterate the tunnel and open a path to a large waterfall deep in the sewers. The Elementals stand on top of the waterfall, believing they have killed Spider-Man with that final attack.

'YES! HE'S DEAD! SPIDER-MAN IS FINALLY DEAD! Ha ha ha ha!' Torchwick hollers in sheer joy believing Spider-Man is dead, as he has been watching the whole fight through Osborn's hidden cameras.

'Don't be ridiculous. Spider-Man has survived FAR worse. It'll take much more than that to kill him.' Osborn berates him for the premature celebration. 'Elementals, search the sewers for Spider-Man. There's no way he survived that last attack unscathed, so he couldn't have gotten far. Find him!'

The Elementals obliges to their orders and split up individually through the sewers to find Spider-Man. Too bad for them, he was under their noses the entire time. Wet and bruised with a battle-damaged costume that still has a functional stealth mode that he uses to quietly escape the sewers.


That night at Beacon Academy…

"I don't understand why this is causing such a problem!"

"That is the problem!"

In their dormroom, Weiss and Blake continue having their heated argument regarding Faunus and the White Fang. Yang and Ruby continue observing with no audio input from either sister as they see Weiss get up from her bed. "You realize you are defending an organization that hates Humanity, don't you? The Faunus of the White Fang are pure evil!" Weiss argued.

Blake springs up on her feet as she argues, "There's no such thing as pure evil! Why do you think they hate Humanity so much? It's because of people like Cardin, people like you, that force the White Fang to take such drastic measures!"

"People like me?"

"You're discriminatory!"

"I'm a victim!" Weiss stated, as they stare each other down in silence, with the heiress leaning in close and leering as she speaks quietly, "You want to know why I despise the White Fang? Why I don't particularly trust the Faunus?" She leans against the bookshelf by the window, "It's because they've been at war with my family for years. War, as in actual bloodshed. My grandfather's company has had a target painted across its back for as long as I can remember. And ever since I was a child, I've watched family friends disappear; board members executed; an entire train car full of Dust, stolen. And every day, my father would come home, furious. And that made for a very difficult childhood." She bangs her fist on the bookshelf.

Ruby goes over to comfort her sincerely saying, "Weiss, I-."

"No!" Weiss turns away from her partner and angrily walks back over to Blake telling her, "You want to know why I despise the White Fang? It's because they're a bunch of liars, thieves, and murderers!"

"Well maybe we were just tired of being pushed around!" Blake retorts, accidently revealing her Faunus heritage and her allegiance to the White Fang.

Silence drops everywhere in the room as a surprised Weiss backs away slowly, and Blake realizing her mistake as she looks around at her teammates, "I…I…"

BGM-Spider-Man 3 (Game) OST-Black Tension

Suddenly, the door into the dorm opens as the stunned girls turn around to see a battered, bloody, and wet Peter painfully entering the room, grunting clenching onto his stomach and dropping on one knee after narrowly surviving his fight with the Elementals.

"PETER!" Ruby shouted.

"Oh my god!" Yang shouted.

The two sisters rush to his aid as they carefully help him up by his shoulders. "Peter, where were you? What HAPPENED to you? Why are you so hurt? It looks like you were almost drowned by Hydro-Man." Weiss asks, shock as she never seen him this hurt before.

Peter pants, trying to regain his breath as he weakly replies to the heiress, "You're kinda on the nose on that one…That's the last time I'm taking pictures in the sewers…" He grunts in pain.

"Hydro-Man's alive…?" A shocked Weiss remarks from hearing her attempted murder has returned, and has harmed her friend.

"Peter, are you okay?" Blake sincerely asks him, wanting to check if he's okay.

"Get away from him!" Weiss shouts at the revealed Faunus. "It's because of Faunus like you and Hydro-Man Peter was almost KILLED tonight!"

'What?! They know Blake is a Faunus?! What the hell did I miss?' Peter mentally remarks in surprise.

Blake seems hurt by that comment and feels guilty by indirectly putting Peter in danger, so she dashes out the door to run away, despite Ruby's pleas to stay, "Blake, wait! Come back!"

Peter grunts through his painful wounds to stand on his own, clenching onto his wounded left arm as he heads for the door, "I'm going after her!"

"But you're hurt!" Yang reminds him.

"I don't care! I'm not abandoning another friend!" Peter retorted.

"That 'friend' is part of the White Fang." Weiss informs him.

"I don't believe that." Peter firmly believes otherwise with his back facing the heiress.

"You weren't here when she said it." Weiss reminds him.

"Which makes it my responsibility to learn the truth!" Peter retorted.

"You'll get yourself KILLED!" Weiss retorts.

"THEN FINE!" Peter furiously turns to her with his slitted red eyes and vicious fangs showing because of his activated X-Aura. His beast-like demeanor and sudden burst of anger scares his teammates to utter silence as he sternly walks down the hallway, as Yang sits herself down and Weiss looks down while Ruby looks on in concern for both her runaway friends.

BGM End


Outside, at the Beacon Courtyard…

Blake runs outside and arrives at a statue of an armored man with a sword and a hooded woman wielding an axe on an outcropping, staring at the Beowolf under the stone heroes in particular.

She closes her eyes and slowly lifts her arms up to her bow and pulls the string to release the bow from her hair. She wipes away a tear away while revealing her Faunus ears. On the verge of crying, she becomes startled when she hears a voice above her, "I knew you would look better without the bow," causing her to turn around and look up.


Elsewhere, in the City of Vale

BGM-Spider-Man 3 (Game) OST-Black Tension

"I never should've left." Spider-Man berates himself while frantically swinging through the nightly city looking for his missing faunus friend. "I should've been there. Stopped them from arguing. This is all my fault. I'm supposed to be their mentor, but my absence keeps tearing the team apart, and now Blake is out here all alone. If the Elementals find her, I'll never forgive myself! I can't! I won't…"

Suddenly, he loses the strength to hold onto his webbing as he crash-lands onto a nearby rooftop. "Too weak…I need rest…I can't…give up…now…I can't…I…can't…" He tries standing up but his wounds are too serious as he collapses back down. His sight becomes delirious as he passes out on the rooftop unconscious with no one to see him and no one to help him.

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

KFX Here: In case you need a reminder, the Elementals are based on the monsters that appeared in "Spider-Man: Far from Home" and will be the "final bosses" to cap off this volume.

XenoSlayer983: The suits are, and will be wearing in this remake are: Classic Suit, Iron Spider (Classic and MCU), and Homecoming Suit. No Raimi or Webb Suits because I'm honestly not the biggest fan of them and will most likely never appear in the series.

Gameer98: Spider-Man will gain an X-Semblance, but they'll be simple "passive" abilities. Nothing OP or anything from the original story.

Jufesocar: I can confirm Sonic the Hedgehog will play a much bigger role and join the main cast in Volume 3 alongside the Avengers.

Next time: Black and White!

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

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