BGM-RWBY OST- This Will Be the Day

Ruby Rose: My name is Ruby Rose, leader of Team RWBYP. It's been a few days since we learned Peter is Spider-Man and had been stuck in a coma at the hospital. Goblin is gone. Crime has gone up. Everyone has been feeling pretty miserable of the whole situation, and this is before the school dance. Oooh, I really wished Peter told us his secrets earlier so we could help him. And maybe figure out what's trying to control him.

BGM End


Vol 2 Issue 12: History of Hope and Chaos

Beacon Academy, Team RWBYP's Dorm

BGM-Sonic Adventure OST-The Past

That same night when Cinder infiltrated the hospital in an attempt to steal Peter's X-Aura, Ruby sleeps peacefully on her bed to pass through the night. She subconsciously hears the booming sound of a lightning strike from outside her dorm, causing her to shiver in fear during her sleep. She starts experiencing a nightmare, having flashbacks to that fateful night between Spider-Man and Green Goblin. She reminisces of their intense clash between X-Auras. The time Team RWBY learned of Spider-Man's secret identity. The moments Goblin transformed into the Devil Goblin and Spider-Man transformed into the Man-Spider. And the clash between the terrifying transformed titans.

The young leader then experiences a new dream sequence, where she is running scared and helpless through the burning streets of Vale, passing by the corpses of her friends and family. Suddenly, something crashed in front of her. She came to a complete halt as her eyes widen in shock and fear to see Devil Goblin and the Man-Spider standing side-by-side with their respective X-Auras activated. Goblin smiles maliciously, and creepily, at the scared little huntress as he commands the corrupted Spider-Man, 'Kill them all! Kill them all! KILL THEM ALL!'

As Goblin repeats those words, the Man-Spider lunges at the paralyzed huntress, popping out his claws and roars as it prepares to kill Ruby, 'GRYRAAAAAAAAAH!'

BGM End

"NOOOOOO!" Ruby yells, waking up in her pajamas and sweating profusely from that terrible nightmare.

"Are you okay, Ruby?!" Yang asks in great concern for her sister, as she and Weiss sprang up from their beds after hearing their leader scream.

"Huh? Y-Yeah, yeah. Just a dream." Ruby replies, catching her breath.

"Sounded more like a nightmare." Yang remarks with a frown.

"Were you dreaming about Peter and Osborn?" Weiss guessed correctly.

"Yeah…" Ruby replies with a frown, feeling sad and ashamed.

"Can't blame you. Those two have been on my mind since that night. I felt like I was on the verge of having a nightmare myself." Weiss frowns somberly.

"Each time I think about Peter, I keep remembering of that…thing he turned into. Osborn can't be right. We shouldn't be scared of him. He's my boyfriend. So what if he was a little hairy." Yang remarks, looking sadly while staring at her bed as she doesn't want to admit being scared of Peter's transformation.

"By the way…Where's Blake? Is she still at the hospital?" Ruby wonders, looking at Blake's bed to see she hasn't returned from the hospital.

Right on que, the door opens as they see the sleep-deprived Blake walking into the room with a tired yawn, "Why are you guys still awake?"

"We were getting worried about you. How's Peter doing?" Ruby asks the faunus.

"Still in a coma. Besides that, he's okay. But someone tried to break-in into his room." Blake informs her friends.

"Was it Osborn?" Weiss questions, unaware it was Cinder that broke into his room.

"I don't think so, but I was exhausted and got knocked out. It didn't look like the intruder stole anything." Blake answers, pinching her nose to keep herself awake.

"Why would anyone would want to break into his room unless they know he's Spider-Man?" Yang questioned.

"I just wish Peter told us he was Spider-Man earlier and not confront Goblin by himself. Doesn't he trust his own friends?" Weiss frowns while sitting on the side of her bed, staring depressingly at the floor.

Ruby sits her with knees folded to her chest on her bed as she somberly wishes, "I just wish we knew more about Peter and find a way to help him."

'If you want to learn more about Peter Parker, you simply need to ask. I should warn you, it is quite the tale.' Suddenly, a mysterious elderly woman speaks to the girls simultaneously with her telepathic powers, startling the heck out of the surprised students.

"Was it just me, or did anyone else hear a random voice talking in their head?" Yang quips to her teammates with a shock face.

"Yep."

"Same."

"Here as well."

"Good, so I'm not the only one going crazy." The brawler joked.

BGM-Sonic Adventure OST-Theme of Tikal

Then, a mysterious purple fog appears out of nowhere swallowing up the dorm and the girls, teleporting them into an empty pocket dimension as their pajamas are mystically turned into their huntress uniform. "How are we in uniform? Where are we?" Ruby asks, noticing her clothes have changed as the girls looking at their empty surroundings.

"Hello." A voice calls them, prompting the girls to turn around to notice a bright spot where the mysterious Madame Web is sitting on, "At last we finally meet, Team RWBY." She politely greets the girls with a smile.

"Who's the old crone on the funny looking chair?" Yang quips, while pointing at the interdimensional psychic.

"My name is Cassandra Webb, also known as Madame Web. I am a psychic guardian of the Web of Life, and an ally of Spider-Man." Madame Web introduces herself as the girls approach her.

"You know Spider-Man?" Ruby questions her.

"Of course, for he is my champion. When threats to the fabric of reality are too great, I call upon him to protect it." Madame Web replied.

"Protecting reality? Wait. You mean to tell me Goblin was telling the truth. That he and Peter are from…another world?" Weiss responds in shock and slight confusion, something that Madame Web notices.

"Let me explain, child, with the Web of Life and Destiny." Madame Web mystically summons a construct of the Web of Life behind her chair, catching the girls off-guard. Team RWBY were in awe at the strange web behind the psychic, noticing images of various Spiders from across the multiverse.

"A giant web…" Ruby remarks in awe.

"Are those Spider-Men…from other worlds?" Blake questions in amazement.

"Yes." Madame Web answered as she explains, "They are referred to as 'Spider-Totems', a class of multiversal supernatural entities linked to the mystical Web of Life. They are totemic avatars that connect human and spider, granting that person arachnid-based abilities. The Great Web encompasses all of reality. In most universes, there exist an alternate version of Peter Parker, as well as alternate versions of Team RWBY. You girls exist in one dimension, while me and Peter exist in another altogether. And this pocket dimension we are in exist between our two worlds."

"So not just different worlds, but whole different universes?!" Ruby remarks in shock.

"Makes sense I guess. Always thought Peter's tech was 'out of this world'." Weiss remarked, believing the existence of the multiverse.

"You said something about Peter protecting reality. Can you tell us what exactly does that mean?" Yang asks the interdimensional psychic.

"In due time. But first, let me ease your minds on the truth of Peter Parker. The origins of the Amazing Spider-Man of Earth. Why he is the Hero of Hope and why he exists at the center of the Web. Sit, and I will explain his tale." Madame Web replied.

BGM End

BGM-Marvel's Spider-Man (PS4) OST- Pause (Menu) Theme Music/Song

The girls share glances at each other, wondering if they should really trust this strange mystic that the just met, but decides to follow her orders. They sit down in a row in front of the old woman, as she uses her powers over the Great Web to look into the past and show them footage of Peter Parker's origins.

The Great Web forms an image between its strands that shows an image of a 15-year-old Peter Parker wearing nerd glasses in his childhood home with his Uncle Ben and Aunt May, "As I'm sure you're aware, Peter Parker was orphaned as a child when his parents were killed in a plane crash. He was raised by his beloved Aunt May and Uncle Ben. They were a happy family, who saw Peter as their own son. Over the years he has developed a keen scientific mind, but his shyness and scholastic interest made him a target for bullies."

Madame Web projects footage of Midtown High's star bully, Flash Thompson, stuffing the nerdy Peter into his own locker. "See you next fall!" Flash laughs at his pathetic victim before leaving the premise.

"That guy reminds me of Cardin." Ruby scowled.

"You can consider Flash Thompson as his 'spiritual' counterpart." Madame Web remarked.

They continue watching to see Peter's rich best friend, Harry Osborn, opening the locker to free his buddy. "Thanks Harry." Peter thanks his best friend.

"Dude, locker-knocker time again? Thompson is such a tool." Harry questions the consistency.

"If that's the worst thing that happens to me, I'm comin' out a head." Peter responds with a smile to his friend.

"That's Harry Osborn?" Weiss questions the psychic.

"Correct. Peter's best friend and, sadly, the son of Norman Osborn." Madame Web answered.

"He's better looking than I thought he'd be. Certainly doesn't act like this dad." Weiss responds, developing an attraction for the deceased rich kid.

"Hey. Who's that girl walking to them?" Ruby points to a beautiful blonde girl wearing a green coat and purple shorts approaching Peter and Harry.

"That young and bright girl is Gwen Stacy, daughter of a police captain and Peter's first love interest as they share an affinity for science." Madame Web briefs them on Gwen Stacy.

"Peter certainly has a thing for blondes, huh?" Yang jokes with a smile.

"Peter, are you doing okay? Saw Flash stuff you in a locker again. He really needs to stop picking on you." Gwen says to Peter.

"I'm fine, Gwen. So, are we all still planning to visit that science demonstration at Oscorp today?" Peter asks his best friends.

"I wish, but I have something to take care of with my dad, so I won't be able to join you guys." Harry frowns.

"Look at it this way. At least you get to spend some quality time with your dad." Gwen told him to look at the positive side of this.

"I guess. Anyways, I'll see you two tomorrow. Have fun." Harry smiles as he waves goodbye to his friends, as Peter and Gwen walks out of school to attend the science demonstration.

"What's this science demonstration they're attending?" Blake asked, as the Web transitions to the scene of Peter and Gwen attending the science expo inside Oscorp Tower.

"A demonstration in radiology. It was on this fateful day when Peter's life changed forever. Look." Madame Web points to Peter getting bitten by a spider, which had accidently been exposed to radioactive rays from a particle accelerator, "Through a miracle of science, Peter soon found he had gained that spider's powers and had, in effect, become a human spider."

"And that's when he decided to become a superhero." Ruby remarked.

"Not exactly."

"Huh?"

Madame Web explains as she shows them images of Spider-Man's career before becoming a superhero, "At first, Peter tried to cash in on his new abilities, using them only for personal gain. He started out as a wrestler, wearing a mask so no one would recognize him. Then went to star on TV, designing the costume you see him wear today. Spider-Man became an immediate sensation, until the fame gone to his head and led him to making the biggest mistake of his entire life."

The Great Web shows the girls of Spider-Man walking down a hall alone holding a jacket, until he noticed a policeman chasing a thief down that same hallway. "STOP! THIEF! STOP HIM! If he makes it to the elevator, he'll get away!" The policeman shouts at Peter to stop the thief. But the webhead just stood there, allowing the thief to escape in the elevator. "What's WITH you, kid? All you had to do was trip him, or hold him just for a minute!" He berated the boy.

"Sorry, pal! That's YOUR job! I'm through being pushed around by anyone! From now on, I just look out for number one!" Peter said arrogantly, as he walks away from the policeman.

"Wow. Had no idea Peter was such a jerk. So selfish and arrogant." Weiss remarked.

"Kinda like you?" Ruby smirks at her arrogant partner.

"I'm not arrogant enough to allow a THIEF to run pass me." Weiss retorted.

"What happens next?" Yang asks the psychic.

"Days later, Peter returned home at night to find the police outside his house after an attempted robbery." Madame Web responds, pointing to the footage of the police talking to Peter as he returned home.

BGM End

"Bad news, son. Your uncle has been shot, murdered." The policeman informs Peter, which devastated the poor boy and surprised the girls watching.

"Uncle Ben, DEAD! No! No, it can't be!" Peter retorts in disbelief. "Who did it? WHO SHOT HIM?!" He angrily shouts at the police man.

"It was a burglar. Your uncle surprised him! But don't worry, lad! We've got him trapped! He's in the old warehouse at the waterfront! We'll get him!" The policeman informs him.

Madame Web says, "But Peter wasn't going to allow that. Full of rage, he took his costume and stormed off to the warehouse to confront the burglar first, and alone." She said, as the footage transitions to the warehouse, where Spider-Man is brutally fighting the burglar.

"You stole the life of a good man! A man with a loving family!" Peter said angrily, kicking the thief and smashing him through boxes. The thief gets up and desperately tries to run away from the furious wallcrawler, "Don't bother running! There's no place where you can hide!" He says with a glare, yanking away his gun with his webbing before yanking the thug into a fist that flies him across the room.

"Don't hurt me! I didn't mean to-!" The thug pleads for his life until he was webbed to the wall.

"Save your excuses!" Spider-Man furiously rips him off the webbing, "All I want to hear are your screams!" He lifts him towards the light as he takes off his ski mask so he could look at the face he's going to beat to a bloody pulp. But the second he rips off his mask, Peter's eyes widen in absolute shock and horror as he recognizes he is the same crook from the TV studio, the one he should've stopped but he didn't because of his arrogance, "That face…I remember that face…What have I done…WHAT HAVE I DONE?!"

"That's the same crook from before! HE'S the one who killed his uncle?!" Ruby gasped, as the girls were also horrified to learn he's the same crook.

"Unfortunately." Madame Web frowns. "Peter had the power but didn't use it. He lost his uncle because he ignored his responsibilities."

"So that's why he blames himself for his uncle's death." Yang frowns as she stares depressingly at the floor.

BGM-Marvel's Spider-Man (PS4) OST-Main Menu

"From that moment on, Peter learned a valuable lesson that with great power there must also come great responsibility." Madame Web stated. "Now, wherever there's trouble, whenever a criminal's on the loose, or lives are in danger, he swings into action as the Amazing Spider-Man." She says, controlling the Web to project numerous images of Spider-Man's greatest successes and feats, like the times he freed himself from Doc Ock's underwater base, defeating the Sinister Six and defeating the cosmic herald of Galactus, Firelord, which left the girls in total awe, "For the past two years, he has fought evil while enduring negative press, personal losses, and the occasional crisis of confidence. But he has always found the strength within to emerge from defeat stronger than ever. He has gained the respect of his world's greatest heroes, and played key roles in battles that determined the fate of the entire universe." She states, projecting images of Spider-Man's participation in the Infinity War event against Thanos, helping his fellow heroes defeat the merged mutant menace Onslaught, and his assistance during a time when the world eater Galactus tried to consume the planet.

"Peter has been saving the world since he was 15! That's so awesome I'm honestly a little jealous!" Ruby smiled, as the girls have newfound respect for Spider-Man's heroics.

BGM End

"But, like any great hero, it is natural to have an arch-nemesis." Madame Web stated.

"Are you talking about Norman Osborn?" Blake questioned.

"And his alter ego, the Green Goblin." Madame Web projects the images of Norman Osborn and the classic Green Goblin, back when he was a violent madman dressed in a Halloween costume.

"That used to be Goblin? A crazy guy dressed as the boogeyman holding a man purse?" Yang quipped.

"Norman Osborn was never a very sane man." Madame Web states, showing numerous images of Green Goblin wreaking havoc on the city and his countless battles against Spider-Man, "Growing up under an abusive father and the loss of his wife was enough to push any man over the edge, but Osborn had much further to fall still."

"Osborn had an abusive father? Ugh. I hate the thought having something in common with that monster." Weiss commented.

Madame Web continues, "Osborn is the CEO of Oscorp, one of the most successful corporations on Earth, operating in various markets, from technology and transportation to pharmaceuticals and scientific development. One day, while reverse-engineering an experimental serum, Norman created a volatile concoction that exploded in his face and finally drove him to become the violent madman, The Green Goblin! Always thirsting for power, Goblin planned to become the most powerful crimelord on Earth, but was repeatedly defeated by Spider-Man. Yet ever the sly one, Osborn has always eluded punishment and grew obsessed defeating his nemesis, even went as far as discovering his secret identity and murdering Gwen Stacy." She projects the image of Spider-Man holding Gwen's dead body, after she was thrown off a bridge by Goblin and her neck snapped when Spidey tried to save her with his webbing.

"Oh god…Goblin mentioned killing Peter's first love…That monster!" Yang clenches her fist in rage, as her hatred for Goblin rises.

Madame Web continues with the tale, "Blinded by rage after feeling responsible for Ms. Stacy's death, Spider-Man nearly killed Osborn in retaliation but chose not to do so in the end. Goblin ended his own life that day when he attempted to kill Spider-Man with his own glider, but got himself impaled. His son Harry witnessed his father's death, and for a brief time, carried on the legacy of the Green Goblin and tried to destroy Spider-Man himself in revenge."

"I feel so sorry for Peter. Lost the love of his life and then had to fight his best friend." Weiss comments somberly.

"But, unknown to everyone at the time, Norman Osborn returned to the land of the living thanks to the powerful regenerative abilities of his Goblin Formula." Madame Web continued. "While the world believed he was dead, Norman was scheming his revenge in secret. To improve his formula, he stole a sample of Peter's blood to create what he calls the 'Oz compound' to gain more power, but at the devastating cost of his humanity."

BGM-Ultimate Spider-Man (Game) OST-Father's Pride

The blind psychic projects footage of an Oscorp laboratory at New York City. They see Norman and his unnamed lab assistant entering the lab to test out his latest formula. "It's ready, Mr. Osborn, but…Norman, I do have to voice my reservations once again. I don't like this secrecy-."

"You don't like? YOU?" Norman sternly cuts off the timid scientist as he takes off his shirt and throws it aside, "I'M in charge here. There's no reason to wait any longer." The crazy supervillain straps himself tight on a table underneath multiple lasers, powered by his upgraded Goblin Formula using the Oz compound, aimed directly at him, "Begin!" The timid scientist nervously pushes a button, commanding the lasers to fire on Osborn with dangerous, green, radioactive rays of energy that are slowly mutating his body, "Arrhhh…Yessssss! It's working! I told you! I told-!'

Before Osborn could finish his claim, the lab explodes and covers the place in flames. The lab assistant survived, injured and coughing badly from the smoke, "Mr. Osborn…Norman? Are you injured?" But to his surprise, as well as Team RWBY watching, they were horrified to see the experiment has mutated Norman Osborn into monster that greatly resembles a green goblin, "Good lord…"

"So THAT'S how Norman turned into a monster. Peter's blood literally turned him into a Green Goblin!" Ruby commented.

"Osborn, we need to get you some help. The experiment has… it has gone BEYOND what we imagined, sir." The lab assistant said to the mutated Osborn.

"Raaaaahhhhrrrr!" But the mindless Goblin didn't listen as he furiously tries to slice his assistant's head off with his new claws.

"Mr. Osborn…please, sir! Calm down!" The scientist pleads, while ducking under Osborn's mindless attack.

Goblin leaves the scared scientist alone as he smashes through a window, jumping out into the city as he furiously yells, "Ppppprrrrrkkkkrr…!"

"He's going after Peter!" Ruby commented.

"But where is he?" Weiss questioned.

Madame Web answers, "During this time, young Parker was attending school until Goblin attacked it and nearly burned it to the ground to search for him. Peter put on his costume and went into action, saving the students before confronting Goblin." She shows them footage of Spider-Man confronting the mutated Green Goblin inside the ruins of his school.

BGM-Ultimate Spider-Man (Game) OST-Venom Fight Theme

Clueless that his new Goblin is really Norman Osborn back from the dead, Spidey gives him his usual quips, "Wow…uh…you're new here, aren't you? I think all visitors need to check into the office first if I'm not-."

"Nyyyyyrrrr!" Goblin furiously lunges at the webhead.

"WHOA! I guess you don't speak human? Oh, boy. This is gonna-." Spidey gets smashed through a wall by Osborn before zipping to a wall for safety.

"Pppkkrrr…" Goblin said angrily.

"Who are you? How do you know my name?!" Spidey retorted.

"He doesn't know that's Osborn?" Ruby questioned.

"Duh! Last time he saw him, he died and wasn't a mutated freak." Weiss shrugged.

"How about we take this away from the nice, non-superpowered students…hey talk, dark and gruesome?" Spider-Man swings out of the school, leading the mindless beast to a bridge, "Oh, I forgot. You only speak monster. Let's simplify things. Me Spider-Man. You ugly man. Follow Spider-Man. Try to keep up!"

"Raaaaaahhhrrrr!" Goblin roars, as the eternal rivals take their ferocious battle to the bridge, where they got the unexpected spotlight from the police helicopters.

"This is the NYPD! Stand down or we WILL fire!" The police stated.

"Guess we drew a crowd. This is so not good." Spider-Man remarks before beginning his fight with Goblin.

"Though his new formula initially turned him into a mindless beast, it did grant Osborn the extra power he never had before that pushed Peter to his edge." Madame Web explains, as Goblin seems to have a slight advantage over Spider-Man in their battle on the bridge.

"Can't we call it a draw…how about rock, paper, scissors?" Spidey joked, as his Spider-Sense warns him to duck when Goblin tried lunging at him, "WHOA!" tricking Goblin to fall off the bridge into the large river below, seemingly dead, "Guess not."

"Stay where you are! You're under arrest!" The NYPD helicopters tries arresting Spider-Man as he swings away from the crime scene.

"I'd love to talk, fellas, but I'm late for a very important date!" Spidey quips, escaping from the police's sight as he returns to his school.

BGM End

"So what happened to Goblin? Did he die again?" Blake asked.

"No. He was found and taken into custody by S.H.I.E.L.D., the peace-keeping organization of Earth. He was locked up in a cell by the director of SHIELD, Colonel Nick Fury, who interrogated him on information on his new Goblin Formula." Madame Web switches the scene to Fury interrogating the silent and normal Osborn outside of his cell.

"Dig the eyepatch. He looks cooler than General Ironwood." Yang quipped.

"So, you won't help us unlock the secret of your Oz Formula?" Fury interrogates Osborn, who gives the director the silent treatment, "Listen up, Osborn, the silent treatment will get you nowhere." He said, as Norman continues to remain silent, "Fine. Our scientists have been itching to give you the once over. Maybe it's time we find out what they can gather from a few blood tests?" He said, which finally got a furious reaction from the CEO.

"No! You can't have it, Fury! And if you try to repeat my success, you'll regret it! I'll make you paayyyyyy!" He transforms into Goblin and smashes himself a hole in his cell to escape containment, as Fury pounds his fist on the nearest wall alarm to alert his men of Osborn's escape.

"We have a level 4 four security breach! Close all exits! Don't let that maniac escape!" Fury alerts his agents.

"Unfortunately, Goblin escaped." Madame Web stated to the girls, "After his escape, Fury informed Parker of Osborn's return, which shocked and enraged the boy. Knowing Osborn was a threat to the city and to his loved ones, Peter worked with SHIELD to stop him. In the meantime, Norman convinced his son, who was still the second Green Goblin, to work together to destroy Spider-Man," She shows mystical footage of the Osborns attacking the Helicarrier during a dark night, "They attacked the SHIELD Helicarrier where they battled Spider-Man, Nick Fury, and his forces, but Peter managed to convince his friend to come to his senses, and the two friends worked together one last time to stop Norman. When Norman temporarily knocked out Spider-Man, Harry made the ultimate sacrifice to protect his best friend.

"Stay away from him, dad!" Harry confronts his monstrous father, protecting his best friend as he throws pumpkin bombs at his father.

"Harry…You dare protect our mortal enemy? You DARE strike at your own father?" Norman lunges at his own son, brutally slamming his face to the ground, "THIS is the thanks I get after I have given you EVERYTHING?!" He furiously punches him, repeatedly, beating his son to his death, "THIS is how you honor me! This!? THIS!?"

"HARRRRRRYYYYY!" Spider-Man shouts, kicking Osborn away from his son, but it was too late. Harry was already dead.

"What? What have I…" Norman remarks in shock from killing his own son.

"OSBORN!" Fury shouts, as he and his agents point all their weapons right at him, "I can't believe you! You killed your own son!" He yells at him.

"He really killed his own son…I…" Weiss has a stunned expression on her face, as she doesn't know how to properly comment on Osborn's madness.

"Norman was blinded by rage. Despite his insanity, he still loved his son, just like how Harry still saw Peter as a friend right to the bitter end." Madame Web states, showing the girls of Goblin blowing up the Helicarrier and cause it to crash to the river, "Norman blamed his grief on Spider-Man as he crashed the Helicarrier to the river," She then shows Spider-Man and Goblin clashing one last time outside the wreckage, "The two rivals fought one last time, with Spider-Man emerging victorious and Osborn sent to prison for his crimes."

"But that wasn't the end of Osborn, wasn't it?" Ruby comments somberly.

BGM-Mega Man Zero 3 OST-Prismatic (Telos Ver.)

"I'm afraid not. Osborn's latest scheme is the current source of Earth and Remnant's problem." Madame Web projects a new vision in the Great Web that shows a mysterious cosmic shockwave that hit the Earth, "A while ago in my universe, Earth was hit by a mysterious Pulse, a phenomenon which affected technology worldwide and left strange energy signatures. One of which was ISO-8, also called Neutronium…The birth caul of the universe." She casts a projection of a blue ISO-8 crystal, "Weaponized space-time. The most powerful substance in all creation. When Osborn learned of the ISO-8's potential, he broke out of prison and collected as many as he could to fulfill his most sinister grand scheme. He used ISO-8 to enhance his Goblin Formula in an effort to achieve godhood, plotting to create his own army of superhumans under his control to rule over reality. Spider-Man confronted him, as expected, and tried to stop him. But when Goblin broke his dimensional wristwatch, it tore a rift in reality, swallowing them into another universe."

"Our universe. That explains the weird wormhole we saw in the sky a few months ago." Yang quipped.

"I foresaw these events and instructed Spider-Man to attend Beacon Academy as a student so he could learn new skills and gain valuable allies in his war against Goblin. As well as the opportunity to master a new power that was hidden within him as a gift." Madame Web stated.

"What gift?" Ruby questioned.

"The Other."

"The what?"

"I have already lectured you on Spider-Totems, but now it is time to learn of their multiversal variant: The Great Totems." Madame Web responded.

"Great Totems?" Blake questioned.

"Deific Spider-Totems." Madame Web clarified. "Only one of their kind in ALL reality. Great Totems play key roles in maintaining the Web of Life. For example, the Great Weaver. Their role is selecting those who are worthy of becoming the avatars of Great Totems. They chose Peter Parker as the avatar of The Other the moment he first received his powers and became Spider-Man. The Other's role is a powerful and combative deity that has existed for many eons. A multiversal entity that empowers a single Spider-Totem and grant them the ultimate spider-powers. It is the true source of every spider's power."

"Like turning them into a Man-Spider." Blake comments, understanding it was The Other who transformed Peter that night.

"Exactly. However, for years Spider-Man subconsciously rejected and suppressed The Other, until Pyrrha Nikos unlocked his X-Aura, awakening the mystical spirit bonded to his soul. If Peter continues to suppress The Other, he will be consumed by it. His human nature will be erased, and his body will be left in control of the spider that hungers for destruction, bringing ruin to the world." Madame Web explains.

"So what you're saying is that if Peter doesn't accept the 'spider' side of himself and evolve, he'll die?" Weiss questioned to come to an understanding.

"Exactly." Madame Web nodded.

"That stinks." Yang jokes as the girls stand after learning everything about Spider-Man, Goblin, and The Other.

"Now we understand what we're dealing with. Is there any way we can help? How to wake him up from his coma before the Other takes over again?" Ruby requests the psychic's assistance, as she is determined to help her friend overcome this massive obstacle in his life.

"Believe in Peter Parker, as he believes in you…" Madame Web cryptically says, as her fog is about to encompass Team RWBY, "And do not worry about his current condition. He'll wake before the dance. Be wise with the gift I'm leaving you…" She said, just as the fog envelops them completely and returns the girls to their dorm, back in their pajamas as if they never left at all.

BGM End

"That…was super weird." Weiss remarks on that mystical experience.

"At least we learned everything there is to know about Peter and Osborn." Blake stated.

"That my super-awesome boyfriend is one of the world's greatest heroes, while Storming Norman is a power-hungry, mutated jerk." Yang quips with a smile from her bed.

"That about covers it." Blake remarks with a slight shrug.

"And we know Peter will wake up before the dance." Ruby smiled.

"Possibly." Blake remarked.

Just then, Ruby notices a strange blue glow emitting from beneath her blanket. She reaches for it and takes a cosmic blue crystal she has never seen before, "What's this crystal? Is this Dust?"

"No, wait! That's the ISO-8 Madame Web told us about!" Weiss gasped, as Team RWBY now own their own cosmic crystal.

"Is this the 'gift' she mentioned?" Ruby wonders, marveling in awe of the interdimensional power crystal.

"Are the four of us responsible enough to wield the most powerful energy crystal in the entire universe?" Weiss questioned.

"With great power comes great responsibility, right?" Ruby smiled, quoting Peter's famous catchphrase.

"Had a feeling you'd say that." Weiss replies with a smile, alongside the rest of her teammates.

"Let's get some sleep. Then check on Peter first thing in the morning." Ruby orders her team with a bright smile, having more respect for Spider-Man than ever before and promises to believe in him for the coming future, now more than ever.


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

KFX Here: And here is the revised origins of Spider-Man and Green Goblin, mainly based on their comic origins with additional inspiration from other Spider-Man-related media. Anyone that expected me to go into detail about symbiotes, secret wars, etc. You are out of your mind. The girls just need to know his general backstory, otherwise we'd be here all day.

superjoeyf721: No.

Jufesocar: Thanks, but I already know what Volume 3 is gonna be like.

Next time: Spider-Man No More?!

New Character Description:

The Other

Description: A powerful totemic spider-deity linked to the Web of Life and Destiny. One of the multiversal Spider-Totems whose purpose is to bestows its receptacles with greatly augmented spider-powers and can transform them into a humanoid spider-monster when they are in mortal danger, enraged, or by choice. The Spider-Man of Earth Prime was chosen to be the receptacle of the Other when he first gained his powers, but subconsciously rejected it. With the awakening of his X-Aura, The Other plans to gain control of Peter's body and go on a rampage. It's powers rivals that of Chaos from Sonic's World, even at his strongest form.

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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