BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man

Spider-Man: Watch out! Here comes the Spider-Man! Was having a lovely night dancing with my girlfriend during prom until Goblin got jealous and tried to burn down the school. I think that was his intention. It seemed he was more interested killing that mystery woman, who was also up to no good. Don't I recognize her from somewhere? Hey, Gobs, where're you going?! If you wanna dance, I'm free! Let's tango!

BGM End


Vol 2 Issue 16: Totem Mission

City of Vale

That same night, right after Goblin attacked Beacon during the dance, Spider-Man swings through the quiet city searching for his nemesis before he could cause any more trouble, and it looks like he might be close as he nears a rooftop. "All right, Osborn. This is it. We finish this…NOW! …Hello?" He lands on the empty rooftop to find nothing except for a lonely Spider-Tracer he secretly attached on Goblin before he escaped. Goblin must've noticed and left it on the rooftop to trick Spider-Man while making a clean getaway.

Peter picks up the disabled tracer from the ground and investigate it, "Well, I guess I better check the Spider-Tracer warranty and see if I can get my money back. How am I going to find him now…?"

While pondering his ideas, Peter receives a call from Ironwood and answers it through his suit, 'Spider-Man, my forces are ready. Have you located Goblin?'

"Sorry, sir, he gave me the slip. Both he and that mystery woman escaped." Peter answered. "How's the school? Is everyone alright?"

'Everyone's fine. We're extinguishing the flames as we speak. Looks like we'll have to cut the dance short tonight.' Ironwood replied, meaning the Beacon Dance has been cancelled for the rest of the night.

"Sorry, sir. Think Goblin attacked Beacon because of me. Wouldn't be the first time he attacked a school searching for me." Spidey apologizes, feeling guilty.

'Somehow, I don't think that's the case, but we'll worry about his intentions tomorrow. Get some sleep, then meet me at Ozpin's office first thing in the morning. Bring Ms. Rose with you as well.' Ironwood orders him.

"Aye, aye, woody." Peter quips, hanging up the call before swinging back to Beacon, "Just what exactly are you up to, Goblin? And who was that woman you were fighting? She looked familiar. Think it's high time I start looking into the data I downloaded from your island. The answers have to be there." He believed, planning to research the stolen data.


The Next Day, Inside Ozpin's Office

BGM-RWBY OST-Field Trip

"He was here…Ozpin, he was HERE!" Ironwood raises his voice as he angrily slams his fist against Ozpin's desk, discussing with him and Glynda about Goblin's attack last night.

"We're very much aware of that! Thank you, James." Glynda retorts at the general.

"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 responds, while Ozpin just buries his head in his hands to drown out the pointless argument.

The headmaster hears an alert sound play, meaning someone has arrived on the elevator, "Come in."

Peter steps out alongside Ruby as they enter the office. "Sorry it took so long. Someone accidently hit all the buttons on the elevator on the way up here." Ruby pauses before quickly explaining herself, "It wasn't me, it was Peter."

"Hey, you can't always blame the kid with the sticky hands!" Peter retorts to her lie.

"Thank you for coming, you two. How are you feeling?" Ozpin asks his students.

"I'd feel better if my bad-guy catching record wasn't 0 for 4." Ruby slightly chuckles from her little joke, but none of the adults found it funny and silently stare at her in response. "Okay, so that's the tone we're going for, got it…" She says meakly.

"Don't you people ever smile?" Peter quipped.

"Ruby…" Ironwood approaches to compliment her, "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."

"Thank you, sir." Ruby accepts the compliment with a smile.

"What 'bout me? I've been the one chasing Goblin between dimensions and made sure he didn't blow up this one yet. Where's my compliment?" Peter jokingly complains.

"You have long earned our gratitude and we can't thank you enough." Ozpin thanks the webhead for his services.

"Thank you."

"Now, the general here has already informed us of the events that... transpired last night, but now that you've rested, we were wondering if you two had anything to add." Ozpin politely asks his students for any useful information related to Goblin.

"Do you know the reason why Goblin attacked last night?" Glynda asks her students.

"I don't think it was to kill Peter. Goblin looked like he wanted to kill that other woman, who I also saw infiltrating the tower." Ruby answered.

"Was anyone else with her? Did she look familiar to you at all?" Glynda asks for info on the woman.

"I…" Ruby sighs, "I don't know. She was wearing a mask, and she never said anything to me. But I know she fought with glass when we were fighting Osborn. I don't think that was her Semblance, though. Her clothing lit up whenever she attacked." She informs the adults.

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

"Oh yeah. Knew she looked familiar." Peter remarked.

"Embedding Dust into clothing is an age-old technique. It's what we did to create Peter's new suit. It could have been anyone." Ironwood responded.

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

"More importantly, the Goblin Nation." Peter remarked. "Remember, Goblin controls the criminal underworld now. He has forces hidden in every kingdom. He's been using Torchwick and the White Fang to build his own army. This masked lady didn't seem like your typical mercenary and was against Goblin. Think she has her own agenda, 'cause I can't shake the feeling she tried to do something to me not too long ago."

"She must've been the same intruder who sneaked into your hospital room while you were in a coma, but your Aura protected you." Glynda informs him of the night Cinder tried to steal his X-Aura.

"My Aura? Was it The Other protecting me?" Peter wondered.

"The Other?" Ozpin mutters, sounding very intrigued as it might be the name of the mystical spirit he sensed within Peter when he transformed into the Man-Spider. "Nonetheless, it's possible." He says, returning to the primary discussion, "But we still lack the required evidence to link the two together." He claims, while the general gives him an annoyed glare at his lie.

"Actually…" Ruby speaks up, "I-I think I remember her saying something about a hideout or something…in the Southeast. Just outside the kingdom."

"Interesting." Ozpin responds with an intrigued expression.

Glynda calmly argues, "I thought you said the intruder never-."

"Thank you for your cooperation, you two." Ozpin interrupts while standing, "Why don't you go and spend some time with your team? You have a big day ahead of you." He advises his students.

"Which is why I need to go to the lab to make some adjustments to my tech in the likelihood we run into a world-ending catastrophe." Peter jokes, leaving with Ruby.

"You sure know how to keep us calm." A glaring Glynda said sarcastically to the boy.

"Anytime."

"And Mister Parker and Miss Rose, please try and be…discreet about this matter." Ozpin trusts them, while the adults stand together staring at the teens.

"Yes sir." Ruby replied.

"No promises." Peter quips, leaving to the elevator with Ruby.


Team RWBYP's Dorm

Just as Ruby opens the door into her dorm, Yang, Blake, and Weiss quickly zoom over. "What happened?" Yang asks her little sister.

"Uh…well, um…" Ruby doesn't know where to begin as she laughs nervously.


Meanwhile at Ozpin's Office…

"Well there we have it." Ironwood speaks with his allies, "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." He explains to them his plan to defeat Goblin.

Glynda growls in frustration as she reprimands his outrageous idea, "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."

'And you're right. But this isn't the time for civil squabble.' A new elderly voice surprises the huntsmen with her telepathy.

"Who's there?!" Ironwood retorts in shocked confusion.

The telepath reveals herself as Madame Web, suddenly appearing inside the office as an astral projection, greatly surprising the huntsmen even more. "Greetings." She calmly greets them.

"Who are you, and how did you get in this office?!" Ironwood retorted.

"Calm down, James." Ozpin calms him from his desk. "She's not actually here. She's a telepath."

"What?"

"And judging from her design, you must be the Madame Web Spider-Man once informed me about." Ozpin deduces her identity.

"This is her?" A shocked Glynda remarks in slight disbelief.

"You are correct, Professor Ozpin. At last we finally get the chance to talk." Madame Web replied.

"Why now, Madame Web?" Ozpin questions her sudden appearance.

"Just to warn you that your dimension will soon be on the brink of destruction if action isn't taken properly and immediately." Madame Web calmly informs of the coming disaster.

Ironwood argues, "Which is why we should-."

"Which is why we must wait and think carefully about this." Ozpin interrupts his friend. "As much as I too would love to end this situation once and for all, we must remember we are dealing with unknown forces beyond this dimension. The Goblin King possesses a brilliant mind and destructive power, making him one of the most ruthless adversaries we have ever faced. And if he truly has some master plan for which we know not the final move, we mustn't be so bold. Nor can we risk the spread of panic."

"You heard this Madame Web. Our entire dimension is at risk!" Ironwood argues, "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—!"

"It is not!" Ozpin abruptly stands from his chair. "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 a scout who has the most experience with Norman Osborn, and is the living vessel of The Other." Madame Web added, supporting Ozpin's idea.

"Mr. Parker mentioned The Other. And I believe this is the same mystical force I sensed dwelling within his soul?" Ozpin questions the psychic.

"You are correct." Madame Web answered. "Spider-Man is a Spider-Totem. Think of them as spider-powered Maidens that exist in every reality." She reveals her knowledge of the Maidens, much to their shock, "The Other is a Great Totem, an extremely powerful ancient spider linked to the Web of Life. It is this force that has been trying to control Spider-Man lately. But, if Spider-Man can tame and master its power before it's too late, he would have a fighting chance defeating Goblin." She explained.

"How is he to tame this creature?" Glynda asked.

"The answers lies in the Southeast. And I'm sure Ozpin is thinking of ways to get him there." Madame Web stares at the headmaster.

"You read me like a book." Ozpin smirks, admitting he has an idea.

"I do have psychic powers." She quips with a smile.


Back in Team RWBYP's Dorm…

"That was a risky move." says Weiss with her arms crossed, after Ruby told her team everything from her visit with Ozpin.

"No, I think you and Peter handled it well." Blake replied.

"I hope so." Ruby says depressingly.

"Still can't believe Osborn was crazy enough to attack the school during the dance. That monster has to be stopped!" Weiss declared.

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

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

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

"Ooooh! Something from home!" Ruby says with a high-pitched voice, 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 shouts, happy to see her dog again.

"He sent a dog?" Blake reacted.

"In the mail?" Weiss questioned.

"Oh, he does stuff like this all the time!" Yang casually answers, while Zwei repeatedly licks Ruby's adorable face.

"Your father or your dog?" Blake asks, suddenly hiding on Ruby's bunk because of her cat instincts reacting to the presence of a dog.

"Are you telling me that this mangy…" Weiss starts talking while staring at the adorable Zwei, "Drooling..." She continues staring, slowly finding him too adorable to insult, "Mutt is going to wiv wif us foweva?" She now acts 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 scared of the dog.

'Would all first-year students please report to the amphitheater?' Glynda announce 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, scaring her away.

"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 asks as a can opener falls from the package, bouncing off the dog'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." Weiss' speech deteriorates into incomprehensible baby talk.

Meanwhile, Blake jumps down from Ruby's bunk and jumps across the table, avoiding Zwei. Ruby stares at her dog for a moment before smiling sneakily.

BGM End


Meanwhile at Peter's Lab…

"Zwei is here and you're planning to take him for our mission?" Peter speaks to the small holographic Ruby projected from his Webware while he's busy hacking through the Goblin Nation's database.

"Oh Peter, PLEASE don't tell anyone." Ruby begs him to keep this a secret.

"My lips are webbed." Peter quips with a smile, agreeing not to tell anyone about Zwei coming along.

'Thanks, Pete. So what have you found out about Goblin's plan?' Ruby asks, looking at his computer screen.

"As you can imagine, none of it is very, very good." Peter replied. "I've broken through some of the encryption in the data I stole from Goblin Island and learned a few things. Osborn really has been planning a secret, interdimensional invasion on Remnant. He visited other dimensions and destroyed them as 'practice runs', conquering their resources and men to strengthen his empire. He's already launched ISO-8-powered satellites in space to spy on the world, taking advantage of Remnant's limited space capabilities."

'Satellites? Don't know how we're gonna deal with that.' Ruby commented.

"His satellites are the least of our worries. I just uncovered what his ultimate weapon is." Peter says with a serious tone.

'You have? What is it?' Ruby questioned.

BGM-Mega Man Starforce 2 OST-Atmosphere of Unrest

Peter presses a button on the keyboard to project a large hologram of a gigantic Grimm-like, robotic version of classic Green Goblin but with wings. "The Invincible Goblin Mech." He named the ultimate weapon.

'Invincible?' Ruby questions with a curious stare.

"Goblin designed a mech that would not only be formidable by itself, but when fully functional, would have the ability to control any machine and Grimm within its range. He stole the Dust Reactor from Atlas and upgraded it with ISO-8 to power his mech with immeasurable energy. He intends to use this to conquer Remnant and Earth. The ultimate weapon to conquer dimensions." Peter informs his leader of the invincible destroyer mech.

'That's insane! How do we stop it?!' Ruby reacts in shock.

"First, we need to find it before it becomes active." Peter replied. "Not sure how far they are in development, but if he wanted to launch an invasion during the Vytal Festival, it must be nearly complete. Our only clue of his whereabouts are in the Southeast. It's outside the kingdom. The perfect hiding spot to build a doomsday machine." He claimed.

'Right. We'll pick a mission that'll take us to the southeast. I'll tell the others about this. Meet us at the amphitheater.' Ruby replied.

"Yeah." Peter nodded.

BGM End

The young scientist turns off the hologram before standing from his chair. He grabs his web-shooters and his other useful gadgets that could be helpful in the future. He grabs ahold of his Iron Spider backpack, ready to bring out the big guns if the situation deems it necessary. And just as he prepares to leave for the amphitheater, he abruptly stops in place and clenches painfully on his head as The Other tries to take control of his body again, 'Preyyyy…Preeeeeeyyyyy…'

"Damn…" Peter curses, barely suppressing his spider side with his willpower, regaining control of his body for now while feeling a little exhausted, 'Don't know how long I can keep this up. I need to find a way to control The Other soon before it controls me, but how? Madame Web said if I continue with my studies, I'll eventually come across the answer. Was she talking about today's mission? Will I find the answers at the southeast? Ugh, where's Jean Grey when you need her? She's the expert having powerful godlike spirits trying to turn you to the dark side and destroy planets.' He jokes while leaving the lab.


Beacon Amphitheater

BGM-RWBY OST-Field Trip

Peter carries his Iron Spider backpack as he meets up with Ruby, who is also wearing a large backpack as they enter the auditorium with other students. They then put them down next to other students luggage before rejoining their team, who are standing in front of Team JNPR.

"Quiet! Quiet please. Professor Ozpin would like to share a few words before we begin." Goodwitch tells the audience to be silent and allows the headmaster to give a little speech.

Ozpin stands behind the microphone as he speaks to all the students from the four Huntsmen Academies across the world, "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."

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

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

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

"I love that game." Peter joked.

"This isn't a game, dummy!" Weiss retorted.

"Not with that attitude." He quips, annoying the ice queen as they approach the holographic screen to choose their mission.

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

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

"Sounds perfect!" Yang said.

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

"Wonderful!" Weiss remarks sarcastically.

"Any other ideas?" Blake asked the team.

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

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

"We rip a hole in the space-time continuum to teleport ourselves there?" Peter jokingly suggests, as everyone, including Ozpin, gives him a very weird look, "What? Teleporting's cool." He shrugs.

"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 explained, as Weiss, Blake, and Yang glare at both Ruby and Peter, who are mocking them with confused looks.

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

"I'm not sure." Ruby responded.

"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 wondered.

"I dunno what you're talking about. Don't know anything about that last part." Peter quipped.

"But you did know about the secret island that used to belong to an old colleague of mine before it went up in flames." The headmaster responds, knowledgeable of Spider-Man's secret mission infiltrating Goblin Island.

"That last part wasn't my fault, partially."

"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 no one gets killed, or eaten, or burned alive, or get sucked into a black hole." Peter jokes, prompting the girls to look at him weird, "You four really underestimate my bad luck."

"Do not thank me for this." Ozpin said. "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 warns the heroes.

"Does any of that matter when we're in danger of an interdimensional invasion that'll bring the destruction of your entire world? We don't have time to be sent back at a time like this." Peter reminds the headmaster about the current situation.

"Oh, I am very aware of that, Peter. I am also aware that your unique skills are the key to our survival, if you're able to master them to their fullest potential. After all, you are a special Spider-Totem, are you not?" Ozpin said, aware of his status as a Spider-Totem

"Since when have you been informative of Spider-Totems?" Peter responds curiously.

"Your mentor, Madame Web told me." He answered.

"Madame Web?!" Peter reacts in shock. "Okay first, her being my mentor is a bit of an exaggeration. She kinda sucks at the job."

"Like you're any better." Weiss quips at her spider-mentor, who ignores her.

"And secondly, if she's talking to you now, then this must be a part of one of her little trials that's gonna be dangerous and I need to pass them or else the world is doomed." Peter quipped.

"Good luck." Ozpin responds with a simple smile before walking away.


Outside the auditorium…

"That wasn't exactly uplifting." Yang quips, as the team have left the auditorium and are on their way to the airship that will take them to Quadrant 5.

"But it's the truth." Blake stated.

"It's gonna be tough, but I know we can do it!" Ruby says to cheer up her teammates.

Ruby said to encourage Peter, which helps him slightly as he has a small smile on his face.

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

"Velvet? Are you okay?" Blake asks 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 joked.

"N-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 assures them.

"Right." Yang remarked.

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

"We're doomed." Peter joked.

"Don't say that. We can do this. We've never backed down before, and we're not going to start now." Ruby encourages her team not to give up hope.

"Right." Blake nodded.

"Yeah, we're only trying to prevent a dimensional catastrophe." Peter quips with a shrug before getting elbowed in the chest by an annoyed Weiss.

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

"Yeah!" Yang smiled.

Then immediately right after, the team are standing staring with various stunned expressions as they have just discovered who they will be shadowing. "Why, hello boy and girls. Who's ready to fight for their lives?" Professor Oobleck gestures eagerly for this week's mission.

BGM End

"Professor Oobleck?" Weiss questions the existence of his participation in this mission.

"Yes, I'm afraid those bags won't be necessary, boy and girls, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission." Oobleck talks fast as he paces 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 then quickly backs away.

"Uh…" Weiss looks over at Blake, who is equally disturbed.

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

"Well alright then." Ruby said positively upbeat to cheer everyone up that Oobleck's joining them, "Looks like we're going to save two worlds with Doctor Oooobleck-okay yeah when you say it out loud it sounds worse." She suddenly becomes as depressed as her team halfway through.

"Save two WORLDS?"

Ruby's team turns around to see Nora and the rest of Team JNPR approaching, "You're going on world-saving missions without us?" Nora says while acting dramatic, "I'm hurt…sad!" Her stomach rumbles, "Maybe a little hungry? That last one's not your fault, though, Ren…" She stares at her teammate, who simply crosses his arms and turns away.

"Sounds exciting. Where ya going?" Jaune asked the heroes.

"Oh, just outside the kingdom…" Ruby answered.

"To get ourselves killed." Peter jokes, receiving another painful elbow to the chest by Weiss.

"Hey! So are we! Excusing the 'to get ourselves killed' part. Hopefully." Nora responded.

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

"We set out tomorrow." Ren said.

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

"We normally go to the city with you guys, which means stuff's always exploding and junk, especially now that we know Peter is Spider-Man and is from another dimension like that Goblin guy who nearly destroyed the school and is trying to destroy the world, so-" While Sun was babbling about Peter's secrets, his X-Aura unintentionally radiates on its own as his eyes turn red and his fangs start showing.

"SUN!" Peter shouts in the demonic voice of The Other, as his aura unleashes a shockwave burst from his eyes that accidently scare and knock off the faunus to the ground in pain.

"Sun!" Blake shouts in concern, as she rushes to help him.

"Huh?" Peter calms down after regaining control of himself, "Oh god! Sun, I'm so sorry. I don't know what came over me."

"That's okay. My fault for not keeping my mouth shut." Sun rubs his head as he stands.

"It's The Other. It's killing me from the inside. I don't know how long I can suppress it." Peter said as he can feel The Other growing stronger, trying to take control of his body.

"But the more you suppress it, the more control it'll have over you." Blake replied.

"What else do you want me to do?" Peter argued.

"This…spider creature. Can you be certain it's real?" Ren calmly asked.

"Trust me. It's as real as the rest of us." Peter answers with a serious expression.

"We can confirm that. It tried to kill us." Yang supported.

"How are you gonna control it?" A worried Pyrrha asks him.

"I don't know, but the answer HAS to lie at the southeast, if not this world is doomed. If not by Goblin, but by me. The Other's going to emerge and there's NOTHING I can do about it." Peter claims calmly, which leaves his friends worried for his dying humanity.

"Well-." Ruby tries to offer some comfort, until she was suddenly interrupted by Oobleck.

"Four minutes, ladies and gentleman." Oobleck calls them from the airship, much to their embarrassment while their friends smile awkwardly at them.

"Well, uh…" Ruby throws a thumbs-up, "Wish us luck!" She says, as the friends disband and Team RWBYP head to the airship to begin their mission.


Inside the airship…

BGM-RWBY OST-Search and Destroy

"I guess I just never saw you as much of a fighter." Yang says to her professor, as everyone is riding the jet as it flies over buildings and streets amid deafening turbines.

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

"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 replied.

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

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

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

"Those are Brussels." Yang told her while also 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 asks the good doctor.

Oobleck turns sharply on the heiress, "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 remarked.

"Mountain Glenn?" Peter questions, since he never heard of the 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 answered.

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

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

"And a trap." Peter quipped.

"Precisely!" Oobleck said, adjusting his glasses with a smile.


Mountain Glenn

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 Team RWBYP 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 whispers to Peter.

"No." Peter shakes his head as he uses his Spider-Sense to scan the surrounding area, "Sense some Grimm, but nothing green and gobliny." He replied.

"Ladies…and gent!" Oobleck calls for their attention. "You may still be students, but as of this moment, your first mission as Huntresses and Huntsman has begun! From this point forward, you need to do exactly as I say! Do you understand?" He asks, receiving an understanding nod from the team until he suddenly looks at Ruby and Peter, startling both of them with, "RUBY! Peter! I thought I told you to leave all of your bags back at school."

"But, uh you hadn't told us to listen to you yet…so we didn't." Ruby made up an excuse on the spot.

"Yup. That's the reason." Peter nods to her excuse.

"She's not wrong…" Oobleck said to himself. "Very well Ruby, you two leave your bags here, we can pick them up upon our return."

"Actually, my bag's one of a kind. Equipped with very dangerous tech that could be very useful during our mission and possibly be disastrous for all mankind if it falls in the wrong hands. You all know how smart and overboard I can be sometime. Would be a bad idea to leave a bag of an intellectual out in the open." Peter gives a convincing excuse that'll allow him to keep his disguised Iron Spider armor.

"I won't deny your genius. Very well. Ruby, leave your bag here." Oobleck buys his excuse, allowing him to keep his backpack.

Ruby tries to come up with a decent excuse of her own and quickly falls flat, "But I, well uh-."

"Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..." Oobleck asks, only stopping as the bag's zipper opens and out pops Zwei's head, causing everyone but a facepalming Peter to stare at the uninvited guest.

"Get back in the bag." Ruby whispers to her dog through the side of her mouth.

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... a dog?" The doctor asks.

"I, uh…"

"Genius!"

"Say wha?" A confused Peter remarks.

Oobleck backs away long enough for Ruby to give a confused shrug before speeding past and snatching the pet away from her, 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 states, causing Zwei to bark happily in his hands.

After being stunned for the unexpected reaction, Ruby proudly states, "I'm a genius!" which causes her partner and sister to facepalm at their grinning leader.

"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.

"Uhh, what?" Ruby remarks, just as confused as her teammates for the redundancy.

"Grimm. A creature of Grimm approximately one hundred yards from us at this very moment." Oobleck stated, staring the creature at this moment.

"What?!" Yang shouted, turning to look like her teammates at the lone Beowolf wandering into the street, joining them in unleashing their weapons.

"Stop!" Oobleck told them.

"Huh?" Blake lowers her weapon like everyone else to listen.

"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.

"Doc, have you MET me? My life has been filled with nothing but sadness, envy, loneliness, hatred…" Peter joked.

"Not…helping." Weiss lowly growls while gritting her teeth in anger at him.

"So…What now?" Ruby asks the 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.

"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 states as his sudden realization came true, as five Beowolves are already following the first.

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

"Wait a minute! What did I do?" He responded.

"It's probably because they were attracted to your vast amounts of sadness, envy, loneliness, hatred…" Oobleck repeats what his student said not too long ago.

"I get it! It's my fault!" Peter loudly retorts.

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

"An accurate assumption, yes." Oobleck replied.

"What's the plan, then?" Yang asks, as the team turns to their teacher as the creatures close in.

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

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.

"This is so exciting!" Peter quips while showing off a display of acrobatics and agility, moving quickly through a horde of Beowolves with grace and speed while slicing them with his energy blades. He bounces off a Grimm to hover hide in midair with his boots, "Repulsor Ray! Here comes the boom!" firing lightning-fast repulsors at the grounded Grimm. "With great power, comes a great…" He charges his gauntlet with repulsor energy as spins down with a powerful stomp and smashes the ground with his fist, unleashing a powerful energy shockwave that obliterates the remaining Grimm, "Beatdown!"

"Heh. Piece of cake." Peter grins with a victory shrug.

"You are a lot more talkative in combat than I originally imagined." Oobleck said to Peter. "But do not celebrate yet, for I am certain this is the first bout of many. Shall we continue?"

"Sure, why not?" Peter shrugged.

The team continue killing more Grimm in the area while Oobleck roots through a plant as Grimm parts fall around him, then finds himself center in the faces of tired Huntresses, with Peter still standing with energy thanks to his incredible stamina. "Excellent work, girls and boy! Unfortunately, there doesn't seem to be any signs of criminal operations in this sector. Oh, well! Moving on!" Oobleck says as he moves along.

The team follows the huntsman with Ruby sheathing her scythe and beckoning Zwei to follow. Yang then irritably asks him, "Hey, Doc, y'know, I was actually looking forward to seeing a "pro Huntsman" in action. Like, fighting, or at least, helping us fight?"

"Ah, but I am in action!" Oobleck answers, looking over his shoulder, "Scouring the ruins of this once-great city for any signs of irregularity!" He fully 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 mutters, as he seems curious regarding her and some members of the team's personalities.


With Yang…

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

"Huh? Well, to fight monsters and save-." Yang answers 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 requests for her reason being a huntress.

"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 answered honestly.

"I see." Oobleck responds simply.


With Weiss…

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 asks his student.

"It's exactly as you said. I'm a Schnee." Weiss said after impaling the last foe 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.


With Blake…

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 asks 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.

BGM End


With Peter…

"What's the story behind this place?" Peter wonders, as he and Oobleck approaches the entrance of the abandoned Merlot Industries facility, which was also used as Osborn's lab when he worked for the White Fang.

"Merlot Industries was a research and development corporation founded by Doctor Merlot that led research into artificial intelligence and genetics." Oobleck briefs him.

"Oh yeah. I heard about that guy. He used to work for Goblin before that maniac killed him." Peter remarked.

"Me and the other professors at Beacon didn't have a high opinion of Merlot, once he began experimenting on live Grimm, later going as far as attracting Grimm to Mt. Glenn in order to acquire additional specimens, which led to disastrous results." Oobleck tragically said while shaking his head in disappointment of his old colleague.

"So at the very least, Merlot was responsible to the fall of Mt. Glenn." Peter remarked.

"Correct, and we presumed him dead. Didn't know he survived and found himself working under a scientist more dangerous than him. We had our differences, but it's still tragic to learn of his official death. His genius could've done so much good." Oobleck said, something that Peter nods in agreement as they enter the abandoned facility to investigate it for clues on Goblin, only to find everything burned down and destroyed, seemingly recently.

"Looks like someone was using this abandoned facility as a hidden lab." Peter investigates the inner ruins and destroyed lab equipment. "It must've been Goblin. From what I heard, he was working under the alias as 'The Professor' to secretly use the White Fang for his own ambitions. Once his secret was out, he must've came back and destroyed all the evidence."

"Correct assumption, Mr. Parker. At the very least, we're on the right track." Oobleck touches the soot on a destroyed computer. "Let's journey back outside for more clues in case this facility is booby-trapped to bury us." He tells his student.

Oobleck speeds off out of the facility to find the other students, but as Peter walks out of the lab, his eyes suddenly turn red again as if he's losing control to The Other again, 'Ah, not again! This is getting tiring. I haven't found any clues that'll help me control this monster. It's only a matter of time until I…Don't think that, Peter! Can't give up now! I can sense there's SOMETHING here that'll help me control The Other. But what the heck could that be?'

Then, as if his Spider-Sense is tingling, Peter gets the weird feeling to turn around to look at someone, or something. To his own gasp of shock, he sees a mysterious creature with a body composed by a swarm of spiders, distinctly female in shape as it peeks itself out of a corner of a building. 'Holy! Am I crazy?! Is that a person…made of spiders? Has it been spying on me? Did it hear my thoughts for help? Or is this The Other messing with me? This Spider-Totem stuff is so weird.' Peter remarked. The weird spider-creature then suddenly runs away, much to his shock and confusion, 'It's running away! No, I think it…wants me to follow it. Somehow, I can tell what it's feeling. It wants to show me the answer.' Feeling hypnotized by this mysterious spider-creature's presence, the glowing red-eyed Peter chases it as he's being led to the answers he's been seeking.


With Ruby…

BGM-RWBY OST-Search and Destroy

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 asks the doctor.

"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 RWBY, 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 nonchalantly.

"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." Oobleck assures her. "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 explains 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.

"Mmhm?" He responded.

"I was wondering-"

"Wondering why I've been interrogating your teammates except Parker all day?" He stops walking while turning back to 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, uhh, 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 walking away.


With Team WBY…

"I can't believe we didn't find anything..." Yang complains, after they've built a fire in the center and huddles around it or stand up.

"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 responded.

"That's not what I meant." Weiss says something completely off-topic.

"Huh?"

"Earlier, about... upholding the legacy. There's more to it than that." Weiss said, referring to her earlier conversation with Oobleck about her reason wanting to be a huntress.

"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 be.

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

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

"Fire!" She gasps, sitting down next to the blaze alongside Zwei. "Sssoooo…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 raises her hand, casually volunteering while Oobleck rushes off.

Ruby gets up to go over to her lookout point, walking past her sister as she stops her with a question, "Hey, did Oobleck ask you why you wanted to be a huntress? I mean... what did you tell him?"

"Hmm... No, he didn't. Weird." Ruby replied casually.

"What about you, Pet-?" But as Yang turns to question her boyfriend, she notices he's not around the premise at all, "Where's Peter?"

"Mr. Parker's not here?!" Oobleck rushes back to the camp. "Could've sworn he was behind me earlier."

Weiss sighs while rolling her eyes, "Usually when Peter goes solo, he's bound to run into something troublesome for the rest of us." She takes out her Scroll to call him, "Peter, what in the world are you doing this time?"

BGM End


With Peter…

"Uhhh…That's kinda hard to answer at the moment." Peter awkwardly replies, while following the mysterious spider-creature through a thick forest outside of the defunct city.

'No it's not. Where are you?' Weiss asked.

"In a forest outside the city. Chasing someone, or some-thing. It's very hard to describe and you'd most likely call me crazy if I tell you." Peter replied.

'Humor me.'

Before Peter could say anything, he chases the spider-creature into a large open space within the jungle. The creature suddenly decomposes to the ground and returns as a swarm of spiders that leave the premise, much to Peter's confusion, "It disappeared! Why did it lead me out here in the open? Where's this…?"

'Mr. Parker, just what EXACTLY is going on over there?' Oobleck asked.

BGM-Sonic Adventure OST-Theme of Tikal

Suddenly, his red eyes glow intensely as his Spider-Sense warns him to stay back as he feels a massive earthquake in the area. Slowly rising from beneath the open space appears to be an immensely large ancient temple that has sculptures with murals of spiders along its staircases.

"What? Was that creature inviting me here…?" Peter wonders in awe while staring at the temple.

'Peter, what's going on?! We just heard an earthquake! Was that you?' Ruby asked.

"Lock onto my coordinates. Think I found the solution to my Other problem." Peter claims, staring at this ancient spider temple that might help him control The Other once and for all.

BGM End


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

KFX Here: Close to 40 pages. I hate writing chapters that are so long. But now it seems Peter found something that'll help him master The Other once and for all. This'll be different from the original chapter, as we are concluding The Other storyline next chapter.

Jufesocar: First, I'm not starting a comedy series. Already have enough on my plate. Second, I have expressed interest adding Theresa Parker into the series. And third, cute reference but this isn't Movie Sonic. This is Game/Archie Sonic.

ZygardeFusion: I only do remakes of stories that "I" feel are outdated and need some serious polishing.

Next time: Battle of the minds! Man vs. Spider! Guest starring…The Sorcerer Supreme!

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

BGM End