A/N: Hello, everyone! As always, issuing my challenge once again. What character from RWBY would you put in this story and have saving the city along with our friendly neighborhood Spider-Man. Some people have even mentioned the interesting option of putting the characters in the new Avengers game as well.

Ultimately, it's your choice, whatever you decide to do, or if you even decide to write your own story. But, hopefully you do decided to. I'd love to see what any of you could come up with.

But without further ado, it's time to reveal what I've come up with for this chapter!


Pyrrha and MJ were training back at the reporter's apartment, Pyrrha teaching MJ both how to control her aura and self-defense techniques. She was catching on pretty quickly. She was approaching Jaune's level when he first joined Beacon. By most superhuman standards, that wasn't very impressive, but it could certainly give your average street punk a run for their money, maybe even a small group. As for her aura, she had learned to sustain and hold it up continuously for a good amount of time, being able to keep a visual peach-colored barrier around her. "You're doing very well, MJ. You're learning very quickly and have made great improvements." Pyrrha told her.

"It's all thanks to you, Pyrrha. I never would've learned any of this without you." She said.

"Well, you've let me stay here for free, it's the least I could do. And training with you reminds me a lot of training with Jaune, which I really miss, so I'm thankful for something to bring that back." Pyrrha added.

"Oh, yeah. You're old team leader, right? What was he like?" MJ asked.

"He was amazing. He got in over his head quite often, but he was determined to do his best and be a hero, to stand up for the people that couldn't stand up for themselves. And he was very funny. He always seemed to be able to help put my mind at ease or make me see the lighter side of things. Generally, he could just put a smile on my face. He's a lot like Peter, now that I think about it. Well-meaning, kind of goofy and often too proud or stubborn to come for someone for help when he needed it. And sometimes his one-liners or cheesy jokes could rival Peter's. He had nothing on 'Spider-Cop', though." Pyrrha said, putting on Peter's gruff voice for his ALTERNATE alternate personality.

"Wow. Sounds like you really thought highly of him, didn't you?" MJ asked with a smile.

"I certainly did, yes. But... Well, let's just say he could also rival Peter with how unobservant he could be about people's feelings. He didn't know how I felt about him literally until I kissed him on the lips out of nowhere. But now, he probably thinks I'm dead." Pyrrha said sadly.

MJ pulled her into a hug. "I'm sorry. I shouldn't have asked." She said.

"No, it's fine. I needed to get that off my chest." Pyrrha assured her. Suddenly, she got a call on her phone, picking it up and answering. "Hello?" She asked.

"Pyrrha! The Sable transport carrying the Devil's Breath was attacked. I need you and Spider-Man to check it out ASAP!" Yuri told her.

"I'm on my way!" Pyrrha told her, hanging up and turning to MJ. "I'm sorry, MJ. We have to stop here. The truck with Devil's Breath was just attacked." Pyrrha explained.

MJ's eye widened in horror. "Go. Hurry." She told her. Pyrrha quickly donned her armor and flew out of the apartment as MJ sat down and put a hand on her head, letting out a deep sigh.


Pyrrha quickly flew to the scene and descended down on the armored vehicle, flipped onto its side and absolutely destroyed, the case that once contained Devil's Breath broken in half, the serum itself gone. Peter soon landed across from her. "Damn. Already gone. I can't believe this. It's like a nightmare that won't go away." Peter said.

"Yuri called you as well?" Pyrrha asked.

"I saw it on the news. She did call, but I was already on my way." He explained.

The two then saw a police helicopter flying around them, with Yuri piloting it. "Devil's Breath is gone, but we've got even bigger problems now. Hop on." Yuri told them with her headset.

Spider-Man webbed himself to the side of the helicopter and Arkos levitated herself up, getting in the passenger's side. "Ryker's?" Peter asked once he was attached.

"It was a coordinated attack. Must've been planned from the outside. Every Cell Block has been breached. We're minutes away from every prisoner in Ryker's walking right up Fifth Avenue." She explained.

"And what about the Raft?" Peter asked.

"Should be okay. It's a Supermax facility. Better security and a separate power grid." Yuri explained.

"Devil's Breath?" Pyrrha asked.

"Sable's handling it." Yuri told her.

"That doesn't make me feel any better." The young redhead said.

"It's the best we've got right now." Yuri said.

One inmate had managed to steal a large delivery truck and was driving it at the prison, likely to ram it and bring down the gates keeping the prisoners from leaving. Pyrrha used her semblance lift it, tilting it so the thug fell out, then lowering it as if she had dropped it, causing the nearby thugs to dive away from fear they'd be crushed, allowing her to safely drop it. And while they were on the ground, it was the perfect opportunity for Spider-Man to web them all to the ground. A few stragglers attempted to fight, coming at Pyrrha from the front and back as she landed, but she flung her shield at the one in front of her and ducked as it smacked him in the face and flew into the face of the thug behind her and Spider-Man used some finishers on the last two he encountered, jumping into the air and pulling himself down on one thug with a pair of web lines, then doing the hurricanrana on the other one.

Suddenly, they got a call from Yuri. "Dammit! They got into the armory!" She cursed.

"Is that bad?" Peter asked.

"It means some of the inmates will be armed with rocket launchers." Yuri explained.

"Isn't that ABSURDLY excessive weaponry for an average prison facility!?" Pyrrha asked incredulously.

"I'd say so, but it's not my call." Yuri explained.

Spider-Man web zipped to where an escapee was holding a rocket launcher and quickly beat him down. Pyrrha landed beside him and flung her shield at another thug with a rocket launcher, who was standing on an overturned police wagon, hitting him in the head and sending him to the ground, unconscious. The two heroes then leapt into the fray, Spider-Man landing a few hits on numerous inmates, before web zipping to the next one, having immobilized them with help from his spider drones while Pyrrha took down several others with either wide strikes from her spear or flipping and using kicks, taking all her targets down quickly.

Spider-Man punched one thug, before grabbing him and leaning back, then kicking him forward and into a wall, which he quickly webbed him to, firing several impact webs at other thugs, sticking them to walls, overturned vehicles, or even the ground. Pyrrha looked at this and followed suit, throwing several vials of metal liquid and throwing them to criminals, sticking them to vehicles, lamp posts and each other once or twice.

The vigilantes continued to fight through the prisoners, Yuri suddenly called them. "You're doing good, but I still see a few more out in the yard." She told them.

Suddenly, someone else tuned into their call. "Come in! This is Sergeant Hanson! Is anyone on this channel!?" The Sergeant questioned.

Yuri answered. "This is Captain Watanabe. Where are you?" Yuri asked.

"Electrical Access... rooftop near Cell Block D... trying to restore power. That you in the chopper?" Hanson explained.

"Affirmative. What happened here?" Yuri asked.

"No idea. First the power went out, then all Hell broke loose!" The Sergeant told her.

Pyrrha looked to Spider-Man. "Are you okay to handle this on your own?" She asked.

"Yeah, I got this! Go!" He told her.

"I'm on my way! Just hold on!" Pyrrha declared, quickly flying to the rooftop. She saw several inmates trying to get into a door that was being blocked off and quickly put together what the situation was. "The officer must be behind that door. I have to deal with those thugs now, before any thugs on the inside can reach the Sergeant." She said, dropping down on one thug and flinging her shield into another one's head to knock him out.

A couple of thugs ran at her with shock sticks, but she used the gauntlets to turn the sticks back on them, making them electrocute and knock themselves out. She quickly battered another thug with the flat side of her sword, before knocking him out with a smack to the face from her shield. She kicked another thug back, throwing her shield and using her gauntlets to bring it down on top of the thug's head, stunning him, before pulling the shield back to herself, then shooting it forward again to floor this thug. One more thug had a gun, but she pulled it away from him and flung it at a thug behind her to knock him out. The disarmed thug then shouted in rage and rushed her, only for her to knock him out with a backflip kick.

Pyrrha looked around and confirmed all the thugs were down, quickly turning to the doors. "They're almost on top of me! Open the door!" The Sergeant called out.

"Just hold on! I'll get the doors now!" Pyrrha said, quickly pulling them open with her gauntlets, allowing the Sergeant to quickly run out.

"They're coming!" He told her, waving his arm for her to follow him.

They didn't get very far before a new person was heard on the radio. "Where is everybody?! They're attacking my car!" Someone cried out. A police car was then shown speeding through the yard with two inmates on it, trying to break in, before the car slammed into another car, knocking the thug on the back of the car off. He then kept driving and cleared the exit, but spikes had risen and popped his tires, causing him to lose control and swerve, coming to a stop and throwing the other thug off. But now that his car was immobile, many inmates were coming to it and thrashing the vehicle in an attempt to either get in to the man, or make him come out to them.

"Help the Warden! I'll work on getting the power restored!" The Sergeant instructed.

"Right!" Pyrrha said, leaping off the building and flying towards the scene. She flung her shield at one inmate, but purposefully weaker, the shield flying slower and the intended target catching it, before looking up to see Pyrrha dive-bombing him. He tried to hold the shield in front of him to protected him, but this just gave her something to slam him under, bringing him to the ground and knocking him out, before she reclaimed her shield and prepared to fight again.

She delivered a knee to the gut of one thug, then finished him with a shield bash to the side of the head, switching to her spear and landing several quick hits to a pair of thugs, knocking them both down and out with one wide swing, before levitating a trash can and bringing it down on yet another thug, leaving him trapped inside from the waist up and delivering a kick to knock him down, rushing at the the last small thug and taking him down with the hurricanrana. A pair of brutes rushed at her, but she dodged around one and jumped, delivering a drop kick to his back, causing him to stumble forward a good ways, before losing the battle with gravity and falling down.

Pyrrha turned to the other brute and slammed the shield into his stomach, doubling him over, before delivering an uppercut with her shield to knock him back, then flinging the shield into his head to knock him down. The other brute recovered and tried to rush her, but she flung her shield at his shins, knocking him down and sending him to this ands a knees, which she fired at and froze to the ground with ice rounds, before rushing in herself and doing a forward flip, bringing her heel down on his head to knock him out.

Pyrrha finally wrapped up the fight and ensured that the Warden was okay, before she and Spider-Man suddenly got another alert from Yuri. "They're stealing a chopper!" She declared.

Spider-Man quickly fired some web lines to the chopper and attached them to a nearby car, too big for the chopper to use like a wrecking ball like last time, but then a thug emerged and fired a rocket at Peter, but Pyrrha luckily shot it and destroyed it between the two with her rifle. Spider-Man then webbed up to it and kicked the rocket shooter out of the vehicle, before swinging around to the pilot's side. "License and registration, please!" He joked, before yanking the thug out of the chopper as well.

It would have crashed and been totaled, but Pyrrha stopped it with her semblance, putting it down safely. "Sometimes, I almost think you try to cause extra damages." Pyrrha said.

"Hey, I don't always have time to think about the safest way to do things." He defended himself.

Yuri then swung around on the chopper. "Okay. Looks like things are somewhat under control..." She said. But suddenly, a massive burst of electricity was seen coming from the Raft.

"I thought you said the Raft was under control." Peter said.

"It was. Hop on, let's go." Yuri told them.

"I have a VERY bad feeling about this." Pyrrha said.

"You're not the only one." Spider-Man agreed.

"Maybe it's not as bad as it looks." Yuri said hopefully.

Pyrrha, however, was uncertain. "The last time I heard that... I died." She declared.

They quickly arrived at the raft and saw a bald, scarred man with a strange metal vest. "Electro!" Spider-Man alerted them as the man fired what could be described as a bolt of lightning at the chopper, hitting it and damaging its electronics, sending it into a spin.

"I can't get control!" Yuri cried out.

Pyrrha groaned and used her semblance to slow the chopper's descent, allowing Spider-Man to string some web lines to it and minimize the damage from the crash. They jumped out of the chopper just before it crashed and landed beside it, Spider-Man holding Yuri close to himself. "Are you okay?" He asked her.

"Yeah." She confirmed.

"I'm no worse for wear." Pyrrha added.

Suddenly, there was an explosion behind them and Electro now stood in the middle of a large room. "Welcome to the party! Just in time for some fireworks!" He declared, firing electricity into the cell doors and releasing the prisoners inside, before flying off.

"Why would he want to release the other prisoners? Why not focus on breaking out himself?" Pyrrha wondered.

"I don't know. Electro's never been a guy with a plan." Spider-Man said

"I'll head for the control center and see how bad the situation is." Yuri told them, pulling out her pistol and running off.

"Then I guess we're going to a party." Spider-Man said as they rushed towards the escapees.

"We have to stop them quickly to get after Electro." Pyrrha told him. (His speed and the ability to fly could give Ruby a run for her money.) She thought.

"Got it just the things." Peter said. They did fight a few thugs regularly, but then switched to their gear, Spider-Man using trip mines and impact webs to yank or blast thugs back into their cells, or web bombs to immobilize them and make them easier to throw around, while Pyrrha used her gauntlets on the strange devices they wore to fling them back in their cells and slam the doors closed, with Peter webbing them to ensure they'd stay closed until they could be repaired.

They two then chased after Electro. They came to a set of doors which Pyrrha began to open it with her gauntlets, but Peter suddenly tackled her to the side. And not a moment too soon, as the doors were suddenly broken off and sent flying by a support pillar. The two looked up to see a massive man in a high-tech suit of armor that resembled a rhinoceros, who had another support pillar in his hands and threw it into a wall. "Hey, rhino! Watch where you throw those things! You'll hurt somebody!" Peter told him.

"hope you like surprise, spider and Spartan!" He declared, before running off.

They were tempted to follow him, but decided Electro took priority and went after him instead, following his leftover electricity and leaping through a hole in the wall into another room, where more thugs where rioting. Yuri suddenly called them. "Hey, what's your status?" She asked them.

"We're pursuing Electro, but he's also release Rhino." Pyrrha said, turning to Spider-Man, which allowed her to see out of the corner of her eye, a strange scorpion-like tail shoot out at Peter, so she quickly stepped in the way, deflected it with her shield and cut the tip of it off with her sword in one fluid motion. She then used her gauntlets to pull down a man dressed in green scorpion-like armor down from the ceiling, slamming him onto the floor beside them.

"Oh, you just made a serious mistake, girly!" Scorpion snapped, lunging at her, but an explosion occurred between them, sending Pyrrha and Spider-Man onto the lower floor of the room.

Yuri then called them once again. "Lost you for a second there. You okay?" She asked.

"Not really. Electro, Rhino and now Scorpion are all loose." Spider-Man explained.

"What's happening with the rest of the prison?" Pyrrha asked.

"Camera system's almost up. I'll give you a sit rep soon." Yuri told them.

With that out of the way, our heroes defeated a few more loose thugs and resumed their pursuit of Electro. They approached a pair of metal doors, which suddenly opened, but the two had to dodge immediately to avoid the bolt of lightning Electro shot at them. "Come on, Spider-Man! I thought this was a chase! At least the girl's got armor weighing her down! What's your excuse?!" Electro demanded, flying to the upper levels.

"This armor isn't even that heavy... Does it look particularly bulky?" Pyrrha asked.

"It's perfect. Very form fitting. Now lets go." Peter said.

They chased him to the upper levels of the prison and even outside of him, following him along the outside of the prison as he fired occasional shots at the structure to destroy more of it and block their path. Eventually, however, Spider-Man managed to attach a web line to Electro's chest and pull himself towards their electric assailant and deliver a stomp to his chest with both feet, the two crashing on some kind of guard tower. Pyrrha watched from a distance, before noticing a strange green streak in the sky flying towards Peter at high speeds, so she quickly flew towards him, landing in between the two and readying herself for the green streak. She soon identified the streak as a man in a strange technological bird suit and realized it was one of the many villains Spider-Man had warned her of the vulture.

She then used her shield to basically backhand the vulture and knock him away, before flying after him as he attempted to soar off. He then turned to face her once he realized he was being pursued. "Ahh, yes. The new armored superhero, Arkos. I'd suggest you stay out of the way of this fight girl. Ladies do not belong on the battlefield." Vulture declared.

"I'm a Huntress before I'm a lady!" Pyrrha declared.

"Then let the hunt begin." Vulture said.

He rushed at her, but she used her gauntlets to slightly alter his course and score a slash across his chest. He was caught off-guard by this and looked at the damage to his suit- minor, but still noteworthy, before looking back up at Arkos as she held a rifle and hit him in the torso with a few blasts. He growled at this and fired some of his suit's feather missile... things at her, but she dodge them and sent one of them back, hitting vulture in the chest and causing him to fall about two stories, before recovering and flying back up to her level. "It's a shame vultures aren't well known hunters." Pyrrha told him.

Vulture glared at her, but then smirked. "No. You're right. We feast on what's already dead!" He declared.

Pyrrha suddenly sensed danger and turned to see a helicopter holding Martin Li in his Mr. Negative form... charging an energy beam. She didn't have enough time to dodge or block it and it hit her, sending her flying down and crashing on a helicopter pad, where Spider-Man and Electro conveniently were. "Arkos!" Peter declared worriedly, helping her up, before the two of them glared at the assembling villains as Vulture flew down around them. Rhino rushed in, but Spider-Man jumped over him and landed a kick to his head. Pyrrha jumped and delivered a strong strike to the side of his head with her shield, before trying to restrain him with her semblance, but with the suit's great weight and Rhino's great power behind it, this caused quite the struggle, which allowed Electro to blast her with lightning. While it didn't harm her, as the electricity traveled through the suit and not her, it still had quite a lot of force behind it, launching her forward.

Rhino turned and grabbed her, raising her and preparing to slam her to the ground, but Spider-Man shot a web line at Vulture's face and flung him into Rhino, making him drop Pyrrha. Pyrrha looked to see her aura flicker and disappear. She was now fighting 4 people she could likely juggle due to their armors and she was powerless. Martin Li jumped out of the chopper and approached the two. "Remember. He said to leave them alive." He warned the others.

"Good idea. In fact, we could just not do this at all if you don't want to." Peter said, raising his hands in peace.

"We DEFINITELY want to!" Rhino said as he rushed in, Vulture flying close behind. Pyrrha knocked Vulture away with her shield while Spider-Man held back Rhino. Scorpion attempted to hit Spider-Man with his tail, but Pyrrha blocked it and actually managed to sever the stinger, extending her sword into a spear and knocking down Scorpion with a wide swing. Electro instead blasted Spider-Man back and Rhino grabbed Pyrrha once again, slamming her to the ground and kicking her to Mr. Negative, who sent her back into the antennae Electro was leaning against as soon as she recovered. Electro himself then threw her to the ground, alongside Spider-Man, who Vulture had hit with one of his feather missiles, seriously injuring him. The villains then began to kick the two heroes while they were down.

Pyrrha's armor took most of the damage, but she still felt their physically enhanced hits from inside it. And all the while, she could only imagine how much worse it had to be for Peter, who had no such armored protection. Electro and Mr. Negative then blasted Spider-Man and Arkos respectively with their powers, taking away any fight either one had left. "Jaune... Nora... Ren... Ruby..." She said silently, thinking of all her dear friends she wanted to see just one more time as consciousness began to leave her...

...Only to immediately return alongside a wave of pain in her chest as something slammed down on it. A strange claw, attached to some kind of weird tentacle, that was attached to. "Doctor Octavius?" She asked, shocked and horrified alongside Peter.

"First and only warning. Stay out of our way." He declared, before flinging both her and Spider-Man off the tower and into the water below. Peter and her both landed on some debris, but do to the extra weight of her armor, her safety platform slowly began to sink and Pyrrha felt herself going below the waves, the last thing she saw was a hand reaching out and grabbing hers, before everything went dark and she finally passed out.