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!


Spider-Man and Arkos dealt with another crime, which turned into a three-way war when Sable showed up. Spider-Man pulled a brute down to his knees and took him out with a kick to the head while Pyrrha leapt up into the air after a Sable agent with a jetpack, finishing him off in a similar fashion to Cardin from her 4-v-1 with team CRDL. "This is getting us nowhere. We're just wasting our energy dealing with Ryker's and Sable agents while Octavius and the others are out there." Pyrrha told him.

"You're right. It's time we call for some help." Peter agreed, dialing the Captain. "Yuri, it's me. Any leads on Octavius?" He asked.

"No. Nothing. Forensics can't even do a sweep of Times Square. Everyone in that department but the intern is sick." Yuri explained.

"I'll go check it out. See what we might be able to turn up. We'll let you know." Peter told her as they left. "Guess it's up to us. Let's get going." He told her.

Right." She agreed as the two took off.

Soon, they reached Times Square, which was still cordoned off by the police, who tried to look for any evidence they could find. "Spider-Man! Arkos! You guys here to lend a hand?" He asked.

"Just thought you might need one, officer." Spider-Man said.

"Right. We'll do whatever we can." Pyrrha agreed.

"We'll take whatever we can get. Forensics is havin' a hell of a time." The officer explained.

"The News Reports say Otto released Devil's Breath somewhere around here. Maybe we can find some residue, then we can track it to Otto's base of operations." Peter explained.

"Then let's get to it." Pyrrha said as they searched around. They looked for any obvious traces in plain sight, before checking in greater detail. Pyrrha picked up a sign that said "Norman Osborn. A better mayor for a better New York. She was briefly tempted to tear it, being rather miffed with the mayor for throwing her and Spider-Man under the bus, but took a deep breath. "Hopefully, they've reconsidered that thought by now." She said, flipping over the sign, discovering a bit of red slime on the back. "This must be it." She realized, turning to her partner. "Spider-Man! I found something!" She called to him.

"Great work, partner. Let's see what we got." Peter said, analyzing it. After a small amount of time, he came up with something. "Yep. That's Devil's Breath, all right. I've isolated it, so we should be able to track the dispersal path now." Peter declared, sending the information to Pyrrha's HUD. Suddenly, a strange purple trail appeared, heading off in multiple directions. "Well, it looks like we'll have to do this the old-fashioned way. Split up and try to find the right trail." Peter explained, jogging off in the direction of a specific trail.

"I'll go this way, then." Pyrrha said, following another trail of vapor through a small medical camp with tents and stands with medicine set up, seeing the trail lead up a building. "I did hear that Doctor Octavius was halfway up a tall building when he released it." Pyrrha noted, levitating up and following the trail. She reached the top of the building, then saw the trail go across to another building. "Traveling between two buildings? This has to be the right trail. It seems too deliberate to be anything else." She noted, flying up to the top of that building. "Peter. I think I found the trail." Pyrrha said, following it to an access hatch on top of the roof.

"You're just on fire today, Pyrrha. And I was the one in a burning building." Peter said, soon arriving at her location, the two of them opening the hatch to drop into the room below. It was too dark inside to make out much of anything, but luckily they discovered a junction box, which Peter hit with his electro webs. The room was then illuminated, allowing them to see several work stations Otto appeared to have for each member of his new crew and more. "Whoa... Could Otto have been using this as a staging ground?" Peter asked.

"That's the most likely option, yes. He likely couldn't have done this at your old lab." Pyrrha agreed as they looked around. Pyrrha first found a station full of pictures of Rhino and what looked to be a large plate from the brute's suit. She then listened to the recording, learning that Rhino was actually stuck in his suit, but if he were to help Octavius succeed, the scientist cephalopod would help remove the suit. She couldn't help but feel a bit bad for the horned behemoth, looking back to Peter. "Do you think it'd be possible for me to simply rip open Rhino's suit and free him?" She asked.

"No. At this point, he's likely fused somewhat to the suit. You'd probably rip him to shreds if you tried to rip open the armor." Peter told her as he walked over and discovered what she did. "But it looks like Otto actually developed a corrosive that could free Rhino from his suit! An entire government agency couldn't do that, but he did in only a few days." Peter said.

"Then perhaps you could make it, too and we'll free Rhino after we stop him and Otto doesn't deliver on his promise." Pyrrha said.

"He's got all the ingredients here, so maybe. But we'll have to worry about that later." Peter said. They checked the other messages and tables, noting what Otto planned to do for each of them and how close he was to doing what he promised for them, also that at one station, he discovered weaknesses to Sable's tech that might come in handy.

The two of them then split up, Pyrrha heading to a table towards the entrance with more personalized notes for Otto himself while Peter went to a table on the other side of the room, discovering a map which, with the help of a UV light, shed light on Otto's plan. Pyrrha listened to a recording that basically explained every main point of the plan and who or what he would need to ruin Oscorp and, by extension, Norman. But finally, she reached one last message. "This is my final recording. Peter, if you're listening to this, please know I did what I thought was just. It may have been extreme, but when it comes to Norman, half-measures will never do. Of all that I risk by taking this next step, the loss of our friendship will pain me the most. I hope that if we meet again, it will not be on opposite sides." Otto said, sounding as heartfelt as he could with the new sinister tone he'd taken up.

Pyrrha shed a tear at this message, feeling sorry for Peter that the man he'd trusted had gone down such a dark road and that, out of everything, he'd miss Peter the most after all was said and done. She rewound it back to the point before the final message to show Peter, before she realized something. "Wait... How would he know that Peter would see this? Peter has nothing to do with this building and even then, this is a place only people that work at this building would normally have access to. And if by some miracle the police discovered this place, this would be put into evidence, where Peter would never see it. The only POSSIBLE way Peter could see this is if he came to look for clues, but normal old Peter Parker would have to reason to do that, so-" Pyrrha broke everything down in her head and remembered the first and really only time she'd met Octavius, when they were at his lab making her Arkos suit and repairing Peter's torn suit, which Otto had discovered. Sure, he made it seem like he thought Peter merely made Spider-Man's suits and gadgets, but this recording made it clear... "He knows." She realized.

"Pyrrha!" Peter called to her after jogging up. "I just found out Otto's plan." He told her.

"I've found out something, too." She said, trying to figure out how to break it to him.

"You've got to hear this first. He's having his gang attack facilities all owned by Oscorp, having Electro take out the power plant, Scorpion infect the water reservoir, Rhino wrecking the shorelines for whatever reason-" He began.

"I heard it on a message, he's having Rhino take out emergency relief and supply lines, but-" She explained and tried to tell him the important part.

"Right! He's got Vulture patrolling Times Square for some reason I haven't figured out yet, then he's going to have Li go after the antiserum with something called Icarus, before it all ends with an assault on Oscorp. And Norman. So, we've got to figure out what Icarus is." He told her.

"We will, but first, you need to know that-" She started one more time, before Peter noticed something back towards the entrance.

"Wait, those box says Icarus on it! Whatever's in that case must be it!" He said, quickly jogging over to it.

"UGH..." Pyrrha groaned. It was like trying to get her crush to Jaune across! Would she have to make out with Peter to get him to shut up and listen, too!?

Peter quickly opened the case on top. revealing a small video monitor with Otto on it. "Spider-Man and Arkos! We've never been properly introduced. I'm-" The now evil scientist began.

"Otto Octavius. There is no Icarus, is there?" Peter demanded.

"No. Martin needs no help in securing the antiserum. Icarus was just a ruse to get the two of you into position." Otto explained.

"Into position?" Our heroes said together. suddenly, the bottom of the case opened up to reveal a bomb, causing our two heroes to jump into the air in order to escape it. They leapt out of the room, but while Pyrrha still landed on the rooftop just outside of where the room had been, Spider-Man leapt high up and out of the room, over the side of the building, causing him to web swing around to land on the side.

As he did, however, he noticed a disk containing a sable energy bolas to contain him with flying towards him, shooting out and binding him. But a cable was also attached to it, being held by none other that the Vulture. "So refreshing to work for a man like Octavius! Back up plans for his back up plans!" Vulture declared.

However, at that moment, Pyrrha's shield came flying from nowhere and cut the line Vulture was holding, freeing Spider-Man from his grip, the web-slinger quickly breaking from from his bindings and webbing back up to a building at the height of where Vulture was flying. "I guess he still didn't plan for everything." She said.

"A minor setback! The game's not over yet!" Vulture declared, flying away at high speeds. Pyrrha tried to use her semblance on him, but he was too fast and got out of range before she could catch him.

"Come on! We can't let him get away!" Peter told her as they flew after him. They soon reached the power plant, where Electro was waiting.

"The trap failed?!" Electro questioned.

"Arkos was more of a handful than we anticipated. It's no matter. Together, Spider-Man is no match for us, then when it's two one one, she won't stand a chance!" Vulture explained.

"I'm going to have to disagree with that!" Pyrrha declared, trying to use her semblance on them. It worked on Vulture, but not Electro, who fired a bolt of lightning at Pyrrha, forcing her to dodge.

"Nice try, Arkos, but you ain't the only one who's good with magnetism! I'm making a field around myself so you can't use your magnetism on me." Electro explained.

"And good luck keeping track of me to use it!" Vulture declared are he flew at Spider-Man almost too fast for the two to keep track of, but Peter just managed to leap over him and avoid the attack.

"I'll go after the Elderly Avian. You go after the crazy man that shoots lightning." Peter told her.

"Alright." Pyrrha agreed, both of them leaping into action.

Background Music: "Resistance" by Skillet

Pyrrha had noticed that every time Electro attacked, he always seemed to blast lightning at a distance, never trying a physical attack. This led her to believe he was useless at hand-to-hand combat. With that in mind, she rushed in at Electro, dodging a bolt of lightning he shot at her, preparing to attack, only for Electro to release a powerful burst of electricity to send her back. "Ha! Gonna have to try harder than that, newbie!" He declared, firing another bolt at her to send her to the ground. The armor took the electricity, but there was still a great amount of force behind the attack.

"I'll have to slow him down or take him off balance somehow." Pyrrha thought, taking cover and looking through her bullets, finding she had a number of rounds from each element and web rounds, but looked towards her ice rounds once again. "Ice doesn't conduct electricity very well. It's my best option to slow him down and deal with his electricity." She realized, loading them into her weapon. "Be careful, Spider-Man... I know those two are looking forward to revenge against you. If he can't find me soon, he won't have any problems worrying about you." Pyrrha said worriedly, loading her gun as quickly as she could.

Electro had scanned around for her, but was unable to find his armored opponent. He then smirked and turned towards the opponent he was more eager to hurt. Spider-Man. "I guess you're friend's too scared to stick around and fight with your, Webs! You're all ours now!" He declared, preparing to fire a bolt as Spider-Man landed a few hits on Vulture. But suddenly, he felt a suddenly pain, pressure and chill on his arms, looking to see they'd both been frozen. He looked for the source, only for his chest to be hit with an ice round and frozen, as well.

"I don't believe I ever said I was finished with you." Pyrrha declared, flying up and slamming her shield into him, shattering the ice, but also taking the wind out of him as she landed several more hits: some knees to his gut and sides, strikes to his head and chest with the flat side and butt of her sword and shield, finishing by extending her spear, striking him across the face with the shaft of it, then jabbing the butt into his stomach and delivering a forward flip kick, sending him several feet out of the air.

"Curse you, insolent child!" Vulture cursed, somehow having briefly gotten rid of Spider-Man. With that, he prepared to attack her, but was caught off-guard when the web-slinger reappeared.

"Yo, Adrian! It's me, Spider-Man!" Peter declared, swinging around and landing a solid double foot kick to the villain's face, before swinging away.

Pyrrha sighed and shook her head, but couldn't help but smile. Vulture, however, was not as happy about the situation. "What are you babbling about!?" He demanded, firing several feathers at Spider-Man.

"It's just a part of his charm. Something I can't say for you!" Pyrrha declared, taking control of all the feather's and redirecting them back at Vulture, coming in at several angles and giving the old villain nowhere to retreat, sending him to the ground as well.

"Thanks for the help, partner." Peter said.

"The pleasure's all mine." She told him.

"Real sweet, heroes! But I ain't done yet!" Electro declared as he was seen above a transformer, letting him shoot off several moving lightning bolts in all directions.

"If we damage the transformer, we'll damage Electro." He explained.

"I'm on it." Pyrrha said, both of them flying in, only for Pete to get tackled in mid-air by Vulture. "Spider-Man!" She called.

"Hey! Don't keep your eye on the birdie, girl! Look at me!" Electro declared, firing at her, but she managed to narrowly avoid the attack and destroy the transformer by using her semblance to crush it like a soda can.

Electro growled at this and flew after her, trying to blast her with more electricity, but only hit the smoke stack Pyrrha happened to be in front of, breaking it into huge pieces. Pyrrha managed to kick a large piece into him, knocking him back and making the piece fly back up into the air, before Pyrrha flew into it at high speeds, slamming it and herself into Electro. He began to force it back, but she threw her shield and controlled it with her semblance to boomerang and hit him in the head, making him lose focus and start dropping, allowing Pyrrha to try something she learned from Ren and send a shockwave of aura into the rock with a palm strike, sending it and Electro careening to the ground at insane speeds.

Electro was visibly weakened, but still getting up. Pyrrha then had an idea and loaded a few gravity rounds into her rifle and fired on Electro, hitting him and keeping him forced down to the ground with the gravity aspect. And due to his contact with a non-conductive surface, he began to rapidly lose his charge, allowing Pyrrha to take him down with one more fling of the shield to his head. Back with Spider-Man, after he had been tackled by Vulture, he simply webbed the villains face again, then held on with one arm while pulling any important wires or other functions he could from the suit, cutting off its power supply and making it useless, before pushing him back and blasting him with a web impact, sending him to the ground.

End Music

Both flying felons were brought down, Spider-Man webbing up Vulture as he crashed, leaving his unable to resist as a SWAT team approached with assault rifles, while Pyrrha used a vial of liquid metal to bind Electro. She then noticed an earbud in the villains ear, pulling it towards herself. "What's happening?" Otto demanded from the other end.

"Doctor Octavius. Electro and Vulture have been defeated and are on their way back to prison. And if you surrender yourself and your co-conspirators now, you will join them in prison and no lethal force will be required to use against you." Pyrrha said.

"Arkos, I assume. Well, I'm not giving up! Norman Osborn must suffer! And if you and that Spider-themed fool truly cared about the people as you claimed, you'd be helping me against Osborn!" Otto snapped.

"By making millions suffer?!" She questioned.

"I would've restored the power!" He snapped.

"You're missing the point. Yes, Norman Osborn is a bad person and must be dealt with, but you've already done that. The public knows he made Devil's Breath and he's completely lost their trust, especially with him letting Sable do whatever they please to them. Enough has been done!" Pyrrha told him.

"He always finds a way to bounce back! The only way to stop him is to completely ruin him!" Octavius countered.

"And you'll ruin the entire city doing that! Poisoning the reservoir and destroying drinking water?! Destroying aid and relief efforts so they have no food and medicine?! Taking out the power so they're cold and miserable!? Eliminating the only cure for this epidemic?! And releasing prisoners into the streets to cause mayhem, hurting and killing whoever they please?! All of your attacks have and will continue to hurt the people of the city far more than they have Norman! By the end, you'll have likely doomed the city and everyone in it just as much as you plan to do to Norman!" She argued.

He scoffed at this. "You're merely a foolish little girl, BARELY even an adult yet. You simply cannot understand the fruits of my genius plan. But know this, as long as you stand with Norman, you're my enemy. And my enemies always get destroyed." He declared.

"My enemies often find themselves the same way." Pyrrha said, mostly referring to the Grimm, but still.

"That didn't sound like a pleasant conversation." Spider-Man said as she turned to face him. He then noticed the expression on her face.

"Spider-Man... He knows." She said, then tone in which she said it immediately letting Peter know everything he needed to.