Disclaimer: Brotherhoof12 does not own RWBY or the Spider-Man franchise.


(Chapter 49 Vytal Festival)

All hell had broken loose in Vale.

One of the Atlesian battleships was firing on Amity, the hard-light shield protecting the arena from its continuous bombardment. The people inside the floating stadium could only watch via the holographic display as the city of Vale was engulfed in fire and madness. The terror increased tenfold with the appearance of a colossal Wyvern Grimm, which had been sleeping beneath a mountain, which swooped down upon Beacon as a predator would prey.

The combined forces of the Atlas Army, Vale Police Department, and the few free Hunters left quickly went on the defensive, pelting the winged behemoth with a sustained barrage of Dust, bullets, and missiles. The screams of the panicking and fleeing masses only added to the chaotic cacophony polluting the air.

The giant monster shrugged off their attacks. Its response to such a weak offense was to spawn more Grimm from its very own body!

From the black and oily mass that was the Wyvern's body, Grimm of all kinds rose. Nevermores, Taijitus, Ursai, and others like Creeps, Griffons, and Beowolves formed from its skin. It was a living nightmare and Vale was experiencing it right now!

The city's defenders, for all their efforts, were now fighting for their lives! No matter how many Grimm they put down, The Wyvern just kept making more and more monsters!

Beacon no longer had the traction it needed to bounce back from Cinder's attack. It was all unraveling into utter chaos.

Spider-Man saw it all from atop a large airship.

"Vale's being destroyed. Just like my Spider-Sense told me!" He clenched his fists, rage building up within him. "It can't end like this! The future I saw, this isn't it! How can it be worse than what's happening right now?!"

He reached inside his mask and pulled out his busted earpiece.'My communicators broke,'Spider-Man tossed it over the ship and headed towards the ship's bridge, where Iron Man should be. 'I Gotta reach Whitley! He's gotta have some kind of idea to get that big dragon Grimm out of Vale! That invention of his has to be strong enough to get rid of that thing!'

Entering the ship through the large tear created by Sandman, Spider-Man noticed the small puddles of mud littering the hallway he now stood in.

"Sandman had this much sand controlling the ship?" Sometimes, Spider-Man forgot just how versatile Sandman's power can be. With just the right amount of control and the wrong mindset, Sandman could have easily become a threat no kingdom could overcome. "Thank God for his incompetence though. I'm not sure I could've beaten him if he had any real skill with his powers."

As he walked through the muddy hallway, he heard static buzz over the intercom, followed by a voice that he had recently become familiar with.

"Hey, Spidey!" V.I.C's voice no longer had his usual carefree tone. "Iron Man's on the bridge! Hurry up! I'll give you directions!"

Following the sentient computer's directions to the letter, Spider-Man arrived at the bridge where he spotted Iron Man talking to an Atlesian officer. The arachnid hero surmised the man to be the ship's captain.

"What did I miss?" Spider-Man asked as he entered the conversation.

Both Iron Man and the officer looked at the injured Spider-Man. Despite his comrade's appearance, Iron Man gave him a quick rundown of what had happened inside the ship.

"Sandman had taken the ship's crew hostage and forced the remaining soldiers here to fire the ship's guns on Amity." Iron Man looked at the man next to him. "I was telling the captain his crew was safe and that I was about to outfit the ship with my invention to repel the Grimm."

When Iron Man finished talking, the officer stepped forward.

"We were trying to contact our ground force, but our systems were hacked. We lost control of everything, including the knights and paladins. Then, the prisoner that we assumed was Torchwick burst into sand, flooded the entire ship, and took it over, leaving only a handful of us here." The current commanding officer looked down shamefully at the floor. "He ordered us to fire on Amity. When I refused, he used his sand to suffocate my XO! I am so sorry! I'm a disgrace to my rank!"

"Don't blame yourself, Captain," Spider-Man told him, hoping to calm the captain down. "It was a no-win situation. You're responsible for your crew's lives, and you tried to stop Sandman. Even if you still refused, Sandman would have found a way to control the guns and kill you men anyway. You literally had no choice. "

Grateful for Spider-Man's words, the Captain took a step back, allowing Iron Man to speak again.

"VIC is already prepping the ship with the device. It should drive the smaller grimm away." Iron Man looked through the observation window at the giant grimm. "But that wyvern, though... I think my device will just piss it off more."

"Actually, I think we can use that anger to our advantage?" Iron Man looked back at Spider-Man, who asked the commanding officer. "Captain, can you communicate with the rest of the fleet?"

The officer nodded, "Yes, we had just reestablished communications when you walked in."

"Can you coordinate with them to fire at that thing? Use your guns to draw it away from Beacon and into an open area, like Emerald Forest!"

"Wha-!" The Captain took a second to digest what Spider-Man had requested of him. "You want my men to fight that behemoth!?"

"Not fight, just lure it away from the city. Fighting it this close, with all those people down there will only result in unneeded losses." Spider-Man pointed at the elder Grimm that soared over Vale, dropping more of its kind into the city. "The regular-sized Grimm we can handle, but that thing is another story. So, we can either try to lure it away from the city or we can fight it here and risk getting any more people killed caught in the crossfire."

The captain looked incredulously at the spider hero for a moment, before turning to Iron Man. He fixed the armored hero with a questioning gaze.

"Don't look at me. He's the one with the plan." He told the captain.

The officer looked the bridge crew over, all of them quiet and sporting pensive expressions. They understood that it was crazy, even suicidal, to try and attack the Wyvern. And they had only two options when it came to engaging the enemy. Either face the Grimm at their current position or lure it away to Emerald Forest. The latter was the most logical, but it also invited the most danger to them.

The captain felt their gazes on him, waiting for his orders. For exactly five seconds, which felt like an eternity to the man, the room was silent. When he finally made his decision, the Captain let out a defeated sigh.

"Try and contact General Ironwood; Let him know that we will coordinate with the rest of the fleet to carry out a concentrated attack on the wyvern! I want all hands to action stations! These are my orders!" With his orders now given, the crew saluted their captain and began the necessary preparations.

"But, sir," The helmsman turned in his seat to face the superior officer. "Should we not wait for the General to give us further instructions before acting?"

Steeling his nerves, The Captain addressed his subordinate. "Son, the general is currently trapped inside Amity Colosseum, the hordes of darkness surround us, Vale is burning, and just minutes ago, we were at the mercy of a man made of sand. Do you really think that waiting for orders that'll never come should be our top priority?"

Knowing that his superior had a point, the helmsman promptly clamped up and resumed his duties.

The captain looked at the two heroes, a determined look on his face. "I hope whatever you two are planning will work. Because if this fails-"

"It won't," Spider-Man interrupted his talk. "We'll make sure this works."

"Then let's stop talking and start working!"Iron Man lifted his right gauntlet, his palm facing upward, and produced a holographic schematic of the ship. "A friend of mine is already uploading the device, but it'll take some time since Sandman's rampage wrecked much of the ship's internal systems"

"All the more reason for the fleet to distract the monster and lead it away from the city and us." Said the officer in charge.

Suddenly, there was a sound like thunder. The people aboard the crew gazed through the windows and saw that the fleet had already started an attack. The wyvern, furious at the sudden assault, let out an ear-piercing and ferocious roar, causing everyone on board to cover their ears. The grimm fixed the offending ships with a bloodthirsty gaze and changed course, heading towards the fleet at ramming speed. The ship answered its charge with another volley of blasts, slowing its approach.

"Well, that plan is working better than expected." Said Spider-Man as everyone watched the smaller ships start flying away from the city, intent on leading the massive enemy to the Emerald Forest. "How much longer till it's done, Iron Man?"

Just as Iron Man was about to answer, an alarm sounded off in the bridge, followed by an Atlas soldier shouting a status report.

"The Grimm are breaching the ship; Source of the breach is Deck 1!"

"Dammit!" Cursed Iron Man. "I was about to say the modifications should be complete by now, but we can't let Grimm attack the ship, or else it'll never be finished! We have to repel them now!"

With that last sentence, Iron Man departed the bridge and headed toward the mentioned deck to take out the Grimm.

"Can you send people to back Iron Man up?" Spider-Man asked.

"Most of our soldiers are on the ground. The few we have aboard were wounded by Sandman; they can barely stand, let alone hold a gun! Everyone on this bridge, barring the gunners and support personnel, are about the only able-bodies left on this ship!"

Spider-Man looked around and took a headcount of the bridge crew. In total, there were two-and-a-half dozen Atlas soldiers there. None of them had any weapons on their person, and Spider-Man suspected that they were trained more for support than combat.

"Can you guys at least protect the people who are recovering? Like, send some anybody here with weapons training to the medical bay, or wherever you put your injured?"

Nodding his head, the CO instructed a handful of his crew to guard medical. Now that he didn't need to worry about the injured crew, Spider-Man, with the help of V.I.C, made his way out of the bridge and back to the outside of the ship.

He hadn't even taken two steps outside when his spider-sense warned him of danger. Suddenly, A griffon swooped in on the hero, intent on swallowing him whole.

"Nope!"

Spider-Man deftly dodged the beast's razor-sharp beak and quickly shot a web line to tangle up its wings. With its wings clipped, the griffon struggled to free itself from its silken trap. Its efforts were in vain, as a bolt of blue energy drilled through its head, killing it instantly.

"Not so tough now without a head, aren't you?!" Taunted Iron Man as he flew around, killing any Grimm that crossed his flight path. "Spider-Man, I need you to seal the holes in the ship! If any of these freaks get past me, take care of them before they break into the ship."

Having said his piece, Iron Man flew higher into the air, taking down every monster that tried attacking from above.

Doing as he was instructed, Spider-Man began sealing all the deep gashes marring the ship's hull, his organic webbing serving as the sealant. As he did so, he killed the occasional Grimm that snuck past Iron Man.

"I really wish that I can ask Iron Man for another communicator right now." Spider-man patched up the last tear. He surmised that the web seals should hold for a few hours, long enough to take care of the wyvern. His tasks completed, Spider-Man crawled his way back to the top, to get a better view of the ship and the Grimm.

"The dragon is far enough away now. We don't have to worry about any more Grimm getting into Vale, and the city walls are holding firm. Now, all we have to do is get whatever Iron Man built to work and-"

Suddenly, a tremor rumbled throughout the ship, followed by an eerie silence. This was in turn followed by the sounds of Grimm shrieking. But these didn't sound like the typical bloodcurdling screams of an apex predator. No, they were the sounds of a wounded and frightened beast writhing in pain. Spider-man knew in an instant that Iron Man's invention was the cause.

Whatever monsters that remained in the air suddenly started thrashing about, their wings flapping erratically and their beaks and talons gnashing at the wind. Eventually, their strength gave out, with the creatures plummeting to the earth below. The range of the sonic attack increased, causing even more Grimm to drop from the sky and fall to their deaths.

"Yes!" Spider-Man cheered, jumping in the air.

Things were finally turning over in their favor! Without the constant onslaught of Grimm, the defenders of Vale and Atlas now have a better chance at getting everything under control. Whatever leverage Cinder had, she had just lost it.

"It's working! Holy crap! I can't believe it works!" He cried in joy.

Victory seemed to finally be within their grasp.

"SKRAAAAAWR!" The elder Grimm roared with rage, no longer interested in chasing the smaller attack ships. It had a new target now. A very big one that Spider-Man happened to be standing atop of.

"Oh, that's just not fair!" Spider-Man bemoaned, unsure as to whether or not he can take down a Grimm that big.

With a fierce flap of its wings, The wyvern veered to its right, toward the Battleship. But then something strange happened. As it flew, the massive beast began twirling its body, spinning through the air, as though it were winding itself up. The winged titan now resembled a vortex than an animal. As he watched it spin, a very frightening realization came to Spidey.

"It better not be doing what I think it's doing!" Spider-Man regretfully received his answer when the back of his skull gave out that familiar tingling sensation.

The beast was using wind-up to pick up speed, planning to use the increased velocity to hurl more Grimm at the ship like cannonballs! As predicted, pieces of the creature's black tar-like skin broke off, flying right at the ship and forming was midflight into fully grown Grimm! The newly transformed Grimm collided with the ship. Some died on impact, leaving considerable dents in the ship's armor. Those that survived their crash-landings used their newfound sentience to wreak havoc on the ship.

"Hey, no animals allowed on this airship!" Spider-Man leaped into action, becoming a blur as he kicked, punched, and tossed every Grimm in his path off the warship.

One Grimm, a large Beringel, tried to crush Spider-Man with its massive arms. Spider-Man caught the gorilla-like Grimm's arms by its wrists, his superior strength overwhelming its own.

"Get off my plane!" Shouted Spider-Man as he hefted the Beringel into the air. "Well, technically, it's a warship- actually, who cares? No one will get that reference! You can't even understand what I'm saying!"

With that last remark, Spider-Man hurled the beast overboard. As he watched the Beringel fall to its doom, he saw Iron Man fly over his head, before landing right next to Spider-Man. Spider-Man noticed that the armored hero had taken quite a beating, as deep scratches, cuts, and dents marred his suit. In fact, so extensive was the damage that he can see the inner workings of the armor.

The faceplate lifted up, revealing Whitley's face. The Schnee's hair was matted in sweat, which also covered his face, which had a few bruises. The armored hero seethed, "The big bastard nearly swatted me out of the sky! I tried to lure it away, but the damn thing is hell-bent on taking this ship down, us included!"

"I noticed when it decided to chuck its babies at us. Real parent-of-the-year material there!" Spider-Man spoke sarcastically, watching the Wyvern to if it was readying for another bombardment. "I thought your Grimm repellent thingy would work on the dragon!"

"Technically, it's more a Wyvern than a Dragon," Iron Man corrected the Webhead. "See, a Wyvern's front limbs are fused with its wings. A Dragon has all four limbs, with the wings being separate; not counting Animan variants, which have no wings."

"I know the difference, Iron Man!" Spider-Man snapped. "But everyone is already calling it a dragon, so that's what I'm calling it! Now's really not the time for an anatomy lesson!"

"Right, anyway, I remember reading some old Hunter field guides that said Grimm get stronger once they lived past a decade. They get stronger, faster, and unfortunately, smarter, too. This thing was lying under a mountaintop for who knows how long, meaning it's smart enough to overwrite its instincts and attack my machine."

"Then what about all the Grimm it shot at us? Some died, but the rest were going crazy."

"Well, in an animal pack, there's always an alpha in charge. However, given the wyvern's large size and intelligence, I can guess it's lived so long that it might have learned a few tricks. Perhaps, instead of a pack mentality, it's learned to control any Grimm it creates. Like some kind of Hive-mind."

"Well, that's just great," Spider-Man remarked, waving his arms angrily in the air. "It's bad enough we're dealing with a monster that births other monsters. Now, we're dealing with one that's essentially one mind with many bodies!"

"Hey, man, I majored in engineering, not monster hunting." Iron Man said defensively. "I'm just making a hypotheguess here."

"A hypo-what?" Spider-Man asked, his head tilted confusedly at the weird word.

Just as Iron Man was about to explain, the iron hero heard a ringing in his helmet. The faceplate slid back into place. Upon the monitor, the shellhead saw that it was call from Ant-Man and Wasp.

"What are they saying?" Asked Spider-Man. "My communicator broke."

"Hold on, Ant-Man, I'm putting you on speaker."

Iron Man's helmet flashed, followed by Ant-Man's booming through the speakers.

"Wasp and I are on our way to help with the Wyvern." The entomologist hero reported, using the correct name for the Grimm

Spider-Man could practically sense the smirk on Iron Man's face, who said. "Told you."

Refusing to dignify that with a retort, Spider-Man chose instead to listen to what Ant-Man

"Why are you two doing that and not helping Black Panther evacuating Beacon?"

The voice of Wasp came out of Iron Man's helmet.

"Amity just lost its Hard-light shield. The hunters and soldiers that were trapped are joining the fight. Trust us, Ant-Man and I have something that can handle that dragon-"

"Wyvern." Both Iron Man Whitley and Ant-Man said.

Wasp let out an annoyed grunt, "Who freakin' cares! We're almost there, so just hold out a little longer!"

The miniature heroes cut the call, leaving Iron Man and Spider-Man alone to their own devices.

"Kinda wish they'd told us just how far away they are." Spider-Man looked back at the wyvern. "Hey, Iron Man, I just got an idea. I need your help with it."

"And that entails what, exactly... Wait, what are you doing?" Iron Man watched as Spider-Man leaped off of the ship. "Holy...!"

Iron Man quickly launched himself into the sky, intent on catching his arachnid-powered comrade. Instead, Spider-Man caught onto him, shooting a web line that attached to the armored hero's chest plate.

"What the actual hell, Jaune?!" Iron Man angrily shouted. "Just what sort of plan did you think up that required you to do something so stupid?!"

"Ugh... yeah, I admit, not my proudest moment..." Spider-man pushed the bile in his throat back into his stomach. "Look, just hear me out! I need you to fly close enough to the wyvern, toss me, and I'll hit it with everything I've got!"

"I'm sorry; my audio receptors must be glitchy. Because I think I just heard you telling me to throw you?!" Iron Man asked in disbelief. "You seriously want me to toss you like some kind of fastball special?!"

"Hey, the military's thrown everything they had at that thing, and it only pissed it off some more! We need something that can really make it hurt! So you're gonna throw me with all your strength, and once I'm on the Wyvern, I'll use my weak force on it!"

As much as he wanted to argue against that plan, Iron Man knew that Spider-Man was right. Conventional weapons are pretty much useless against the wyvern. Even he had almost been taken out by the beast. If he had been a just moment slower, he'd have been a red and gold stain on the ground. But he also understood the science behind his friend's plan.

Suddenly, the armored hero got a good idea on what his friend was planning.

Iron Man spoke approvingly. "I love this plan! I'm excited to be a part of it! LET'S DO IT!"

Diverting all power to the boot thrusters, Iron Man grabbed the web line with both hands. "We only get one shot at this! Let's make it count!"

Iron Man rocketed forward, picking up speed as he prepared to launch his friend at the monster. Just as he was about to fling Spider-Man, he stopped, having noticed something horrifying. The wyvern too was picking up speed! It somehow figured out what they were trying to attempt!

"Hang on, low ridge ahead!" Shouted Iron Man before he dived under the wyvern's belly, letting it pass right over him. Once it had passed him, He lifted up, positioning himself right behind the beast. Using his augmented strength, he started swinging the web line at great speeds in an overhead clockwise motion. "Here! We! GO!"

With a sudden jerk, Iron Man stopped spinning, the web line flung forward. As the silken line reached its end, Spider-Man released his hold and sailed through the air. With the speed he was flying at, he was able to collide with the wyvern, slightly injuring it on impact. Activating his power to stick to any surface, Spider-Man stuck himself to its body like he would a wall and started crawling his way to the top of its head.

After reaching the head, Spider-Man climbed to the right side of the wyvern's head, next to one of its eye sockets. He flinched when its menacing, glowing crimson eye swiveled back to stare right at him. But whatever fear he felt quickly melted away, an overwhelming and burning rage enveloping him.

"Hey, Tall, dark, and gruesome!" Spider-Man raised his right hand and opened it, an intense heat building up in his palm. "Have you ever tried staring at the sun?! It feels a little bit like this!"

The Grimm let out a pained and agonized screech as Spider-Man thrust his burning palm into its eye. The hero's hand burned its way through the sclera and his arm buried itself in its pupil, destroying the eye.

"SKRAAAAOOOOCCHHH!"The beast continued to screech in pain as it altered its flight path, lifting higher and higher into the air.

"Oh, what's wrong? You can't handle a little eye surgery?" Spider-Man taunted. "I wonder if I can control you if I try this!"

Spider-Man shifted his hand to the right, and the wyvern jerked from the sudden pain and veered to its right.

"You know, this is like that one movie with the rat and the chef!" The hero jested, moving his hand to the left, causing the wyvern to fly left as well. "Oh yeah, it's definitely like that! Now, all I need to do is steer you toward Emerald Forest and then-"

Suddenly, a Beowulf spawned right next to him, forcing him to retract his hand as he defended himself.

"I should've known it wouldn't be that easy!"

The beowulf melted back into the wyvern's body. Not even a second later, another Grimm, an Ursa, appeared behind Spider-Man. The beast swept its massive trunk-sized arms at him with the intent to kill.

"Woah!" Spider-Man quickly jumped up, dodging the attack, before sweeping his leg at his attacker. But like the beowolf before it, the Grimm bear melded back into the wyvern. "Okay, now this is starting to look like whack-a-mole, but replace the animatronic moles with killer monsters!"

'Or more like antibodies trying to fight off a virus.' His Spider-sense tingled, and Spider-Man immediately jumped off the wyvern, just as a dozen clawed hands tried to grab him.

Shooting a web, Spider-Man swung to the left side of the wyvern's head, intent on destroying its other eye. Just as he was about to land, his spider-sense went off again, warning him of danger as his feet touched its scaly skin.

"Sheesh!" Moving backward to avoid an upward stab from a beowolf, Spider-Man moved backward, narrowly avoiding an upward stab from another beowolf. He dodged again when several appendages tried to grab at him. "This is unbelievable!"

'Spider-sense tingling again!'

His automatic reflexes kicked in, taking control of Spider-Man's body as he avoided a surprise attack from a small yet maneuverable nevermore. The raven-like monster had tried to pierce his head with its beak.

And it wasn't alone, for a second nevermore launched itself from the wyvern. Soon, both avian Grimm were in pursuit of Spider-Man, their goal to kill him. Spider-Man dodged each and every one of their attacks, all while trying not to stay in one place for long. Eventually, he chose to stop running, changing his strategy from defense to offense.

"Can't keep running," Again, he sensed imminent danger, but Spider-Man held his position as the two nevermore approached him. The constant tingling was starting to become painful, but then it warned him about the danger beneath his feet. Suddenly, a pair of clawed hands took hold of his legs, intent on dragging him into the black abyss. But he planned for this. "Just a little closer!"

Time seemed to slow down for the arachnid hero as the two nevermore edged ever closer to him. The two birds of prey readied their beaks and talons, ready to run them through the hero. Spider-Man, however, was leading them into a trap. With his enhanced reflexes, he grabbed the avian monsters by their throats, before thrusting them down on the wyvern's body, planting them in its skin.

"Like killing two birds with one," He raised his left hand and, using his super strength, punched through the two nevermore. "Punch!"

Not yet finished, Spider-Man activated his weak force again and gripped the arms clutching his legs, superheating them. The clawed appendages evaporated and the wyvern, once again feeling the foreign pain, let out an agonized screech. And then it did something Spider-Man was not expecting.

"Woah! Woah! Woah!" Spider-Man felt the wyvern shake. Suddenly, the section he was clinging onto chipped off from the wyvern, much like a lizard removing a part of its tail. "Okay I heard of trimming the fat, but I didn't think it could be this literal!"

As he fell with the chunk of Grimm flesh, Spider-Man moved to shoot a web line to the main body, only for the chunk to morph into a swarm of beowolves!

"Dammit!" Spider-Man held back a beowolf trying to bite his head off. Some of the other Grimm clung to Spider-Man, with some melding their bodies to their fellow monsters. "They're trying to take me down with them! I can't fight them like this!"

Spider-Man struggled against his captors, all while keeping them from tearing his body apart. So focused was he on breaking free from their hold that he didn't realize the Wyvern was diving right at them. He knew in an instant that it intended to swallow him and its murderous offspring whole in one gulp.

"You'll eat your own kids just to get kill me?!" Spider-Man continued to struggle, but it was becoming more difficult as the beowolves ceased their attacks, choosing to dogpile on him. Buried under a mound of beowolves, Spider-Man was trapped and vulnerable, the wyvern getting closer by the second.

'No, this is not how my story ends! I can't kill them all in time before the wyvern eats me!'Right now, it seemed he only had two choices: Death by falling or death by indigestion. Neither option was preferable to the hero.

As it got closer, the winged monster opened its mouth, showing Spider-man its many rows of sharp, jagged, and bony teeth. It was so close to him that the hero got a full blast of its rancid and deathly breath.

"OH! MY! GOD!" Spider-Man didn't stop in his struggle even as the jaws of death were closing in on him. "I heard about the jaws of life, but not like this! Oh, man, I can't believe that's going to be my last joke!"

Just as the wyvern's jaws were about to swallow him whole, something large collided with the wyvern, causing it to veer off course and crash right into Emerald forest. Upon seeing what had struck the Grimm, Spider-Man's eyes nearly bugged out through the lenses of his mask.

"HOLY SHIT!" Spider-Man hollered at the top of his lungs, shocked by was he seeing.

Below him, pouncing on the Wyvern was none other than Ant-Man!

Only he wasn't small like his namesake. No, he was practically as big as the wyvern. Somehow, Ant-Man had become a giant man. He knew particles powering Scott's suit can shrink and grow stuff, but he didn't imagine they can do stuff like this. Pym particles truly were no joke.

The moment passed when he heard the Beowolves howl in pain. He watched as tiny streaks of golden energy blasted the creatures. The pain proved too unbearable for some of the grimm, whom broke their hold on Spider-Man. Now with more room to move, he kicked the monsters away. Now free from captivity and free-falling, the web warrior shifted his body to face downward. To his horror, he saw that the ground was rapidly getting closer!

"Spider-Man!" The hero blinked in surprise. In spite of the rushing winds pounding into his body, Spider-Man had been able to hear a voice, a woman's. It was almost like the voice was speaking right into his ear.

"Look to your right! It's me, Wasp!"

"Wasp!" He quickly looked to his right and saw Wasp, who was flying right next to him, shrunken to the size of her namesake. "I just saw Ant-Man turn into a giant!"

"I know, but he only gets that big when he's backed into a corner." She told the arachnid hero. "He'll keep the wyvern out of the city."

"He's going to fight that thing?" Looking back at the Emerald Forest, Spider-Man saw the giant Ant-Man punch the wyvern in its face, only to jump back when the beast lunged at him. "Okay, not to sound ungrateful or anything, but you really should have told us he could do that earlier."

"That form uses up too many Pym Particles, so it's really a last resort. But that's beside the point. Look, Iron Man tried to contact you, but it seemed your communicator stopped transmitting."

Spider-Man winced at the reminder of his broken earpiece. He really should've asked for a new one.

Wasp continued, "Iron Man sent me to find you. He's sending you your care package."

"My what?" He asked confusedly. "Will it get me out of this situation?"

"You're about to find out. Look!" Wasp pointed her tiny index finger to his left. Spider-Man looked to his left and saw a large cylindrical object flying at him. "Can't stay here any longer. I got to help Ant-Man."

Wasp flew away from Spider-Man, leaving the wall-crawler to wait for the "care package" Iron Man had sent him. The cylinder soon reached him and wrapped his arms and legs around, clutching on for dear life. Suddenly, a familiar voice spoke from inside it.

"Hey, dude!" V.I.C's voice greeted cheerfully. "Oh, guano, man, looks like you're still falling."

"I've noticed, V.I.C!" Spider-Man sarcastically snapped. "Please tell me whatever Whitley sent is some kind of jetpack? Transforming motorcycle that can fly? I'd be fine with just a parachute!"

"None of the above, my friendly neighborhood Spider-Bro! It's something much cooler!" V.I.C. said excitedly. "Just spread out your arms and legs, and keep em' wide!"

Spider-Man did as the AI instructed, releasing his hold on the pod and stretching his arms and legs out. The cylindrical pod fired off some air jets, positioning itself before the wall-crawler's chest. Suddenly, two panels popped open, and out came two thin metallic appendages with clamps for hands. The clamps reached over and snapped onto Spider-Man's wrists.

Once the metal clamps were fully secured around his wrists, the pod's panels peeled off, revealing a large, strange metallic carapace, red and gold in color. Suddenly, the object began shifting, folding out, and wrapping itself around the bewildered web-slinger.

Everything became dark as night to the hero. He was practically blind. But then his vision was flooded by light. A bright screen flashed to life before his eyes. Diagnostic readings scrolled up the screen, followed by a text box. A synthesized voice read the text as it was displayed.

"USER RECOGNIZED."

'Was this the secret project Whitley had been working on?' Jaune wondered.

"SYSTEM START-UP COMPLETE. CALIBRATION COMPLETE."

The screen lit up, a visual feed of the hero's surroundings filled the screen.

"This is cool and all." Spider-Man looked at his hands, which were now sporting a metallic gold and red design, before returning his sights to the approaching ground. "But I'm still falling!"

"SHOOOOOT!" Spider-Man shouted, fear taking hold.

"DEPLOYING PARACHUTE."

Spider-Man felt a slight jerk, followed by his body shifting upward. He looked up and saw, much to his immense relief, that he now had a parachute. He was so relieved that he didn't feel his chronic airsickness. It looked like Whitley had planned for every scenario. Soon, the hero made landfall, having landed in Beacon's now abandoned festival. After releasing the parachute, the wall-crawler took a moment to savor the welcome feeling of having solid ground beneath his feet.

"Oh! Sweet, sweet land! I swear I'll never take you for granted ever again!" After taking time to recompose himself, Spider-Man heard static rippling in his right ear followed by Iron Man's voice.

"Hey, Spider-Man!" Iron Man sounded pleased with himself. "How do you like the new suit?"

"My new suit?" The wall-crawler recalled that Iron Man had hacked all the cameras at Beacon, He asked his armored comrade. "Is there a security monitor near me? Can you show me this suit?"

"There's a security kiosk a few feet away from you. The monitors should still be working."

Spider-Man looked and saw a tent to his right, a camera and a sign hanging over an opened flap reading, "Festival Security". Quickly, he entered the fabric shelter and found a monitoring system, a series of televisions transmitting live recordings of the festival. When he found one connected to the camera on the tent. He pressed a button, stopping the recording, and rewound the footage.

"Woah!"

Upon the screen, there was a frozen image of him walking toward the tent. He was absolutely astounded by what he saw. To compare his homemade to what Whitley made was like comparing a simple seamstress to a high-class fashion designer! Actually, forget that it looked like a sports car designer made this suit.

What was once a simple red jumpsuit covered with a blue torn-sleeveless hoodie was now a sleeker and more aesthetically pleasing suit. The suit had his typical primary color of red, but replacing his standard blue was a brilliant gold like Iron Man's. Even more apparent about the suit was the design, as the golden spider logo was centered right to his chest with two of its legs spreading just wide enough to his shoulders to be considered shoulder guards.

"I just want to say this for the record: I don't think there's a word that can describe how unbearably awesome this is!" Declared Spider-Man as he admired his new suit. Was this how Whitley felt every time he puts on the Iron Man armor? "Thank you, Whitley!"

"Oh, don't thank me just yet." Said Iron Man,"You're going to need it for what's coming. I just spotted Cinder, she's on the move."

"Where do I need to go?" Spider-Man asked as he exited the tent. Once outside, he pointed his hand to the tree line. Imagine his shock when the suit's gauntlet fired a metallic web line, piercing a sturdy tree branch. He squealed, "So cool~!"

He jumped, the line of web carrying him the tree branch. When he landed, the line straightened and retreated back into the gauntlet.

'Retractable metal webs? Spidey likey!' He thought in excitement.

With his retractable webs, he swung through the forest, making his way towards Beacon's campus. Eventually, he found his way to the main entrance, landing next to the water fountain. He called up Iron Man, "You got a lead on Cinder?"

"I've got some cameras on her. It looks like she's heading for the tower."

"Can Black Panther stop her?" Asked Spider-Man asked as he swung his way to the main campus. He landed in the main courtyard and saw that much of the school was still intact. There was not a single person in sight, not even a single Grimm. Finally, he's caught a break.

"T'Challa is handling a situation in the cafeteria," Spoke Iron Man as a small screen popped up from the corner of Spider-Man's HUD. "One he can handle on his own."

Sure enough, Black Panther was in the cafeteria. But he was not alone. The prince was locked in a fierce battle with a certain bull-horned Faunus extremist using a crimson-bladed sword.

"Adam?" Spider-Man shouted in surprise. Initially, he was interested in how his suit can show him different parts of the school. But seeing Black Panther standing toe to toe against Adam, the wall-crawler was tempted to help his new friend.

"I know what you're thinking, but you need to see this too." A second screen popped on the HUD, showing Spider-Man a video of Beacon's Teachers and students fighting the Grimm and evacuating the remaining civilians. "And before you worry about Taurus' vibranium sword, you should know T'Challa's wearing a vibranium suit. He's the best person to handle Taurus."

"Still though..." The wall-crawler hated leaving a friend to deal with such a dangerous threat. His conscience wrestled with the choices presented to him. Should he help Black Panther or stop Cinder?

But then he remembered just who had caused all this chaos and destruction.

His mind made up, Spider-Man grumbled. "Grr... Dammit, fine! Can you show me where Cinder's heading?"

"Showing you now,"The two smaller screens vanished, a new video feed taking their place. "You know how V.I.C showed us the entire layout of the school? Well, apparently there was a secret sub-level. V.I.C. and I couldn't find it was because Ozpin hid all information on it with an encrypted security network. Cinder's virus gave us an opening, giving V.I.C enough wiggle room to take a little peek. And he just so happened to have found the only elevator down."

A mini-map of Beacon was shown, highlighting the path to Ozpin's secret lair.

'So! Freaking! Cool~!' Spider-Man thought in amazement. "I'm on my way!"

Spider-Man raced to the tower. Once inside, he found the hidden elevator. He entered the elevator, the doors closing behind him, the small box descending down shortly after. "I'm in the elevator heading down now, Iron Man."

"Good, but Cinder's already down there," He heard the heard in Iron Man's tone. "And I just found out why she went down there."

A small video popped up, showing Ozpin running down a long and spacious corridor. Accompanying the professor was a familiar blonde brawler.

"Why is Yang following him?" He asked, worried for his friend.

"The audio was choppy, so I did the next best thing and had V.I.C hack into his personal computer." Suddenly, two photos appeared on screen, showing a young woman with mocha skin and short brown hair. The first photo showed her dressed in what he can assume was a huntress outfit, and the second was of her unconscious, a nasty scar running down her face.

"Her name is Amber," Iron Man explained. "She's down there and in critical condition. I don't know why, but Ozpin has her listed as the 'Fall Maiden'."


Well, I hope this chapter was to your guy's liking. This part was actually intended to be part of the last chapter, but due to timing and how I didn't want to overload it with so many words. I thought it was better to separate them and I think it was for the best.

I wanted this chapter to only just focus on how Spider-Man and Iron Man were dealing with the Grimm, especially dealing with the wyvern Grimm. I didn't want to add small sections with different heroes partaking in different aspects within Beacon, because I feel that too many will just pad the story too much. So, I decided it is better for Ant-Man, Wasp, and Black Panther would just be shown in this chapter in small snippets because I think mainly focusing on Spider-Man and a bit of Iron Man in this chapter should be good enough.

This chapter seems like a good chunk that should be focused on the wyvern and how the newly formed team of heroes deal with the problem. I know in the show the cast didn't really have any way of handling it other than Deus ex Ruby, so I added my own variant by having Iron man and Spider-Man handle the ship and attempt stopping the wyvern from making any more Grimm. Of course, some of their attempts switch from working to not working, but that is because I wanted to show how most plans don't survive contact with the enemy, so they need to overcome and adapt to the situation.

I also wanted to display just how smart the wyvern is as Grimm who survive long enough become smarter and stronger as shown when how the wyvern was smart enough to know that taking out the flagship took a higher priority than trying to take out the smaller ships.

But above all else, this chapter was also a nice time to show Ant-Man going full Giant-Man and fighting the wyvern! Now, I know I didn't go into full detail about their fight, but I think the show don't tell approach worked well as I don't want to make a full breakdown of how Ant-Man can grow so big as I wanted the story to progress.

Speaking about story progress, things have changed in the plot as Ozpin has chosen Yang to take part in the transfer of the maiden powers. After all, since earlier Amity was still trapped with most of the main cast and the wyvern was wreaking havoc, he had no other option but to choose Yang as she was still in her room under observation due to her being framed when fighting Mercury in the tournament. I know that since Amity is free all the RWBY characters will be now partaking in pushing the monsters back and in the next chapter I will show a wider spectrum of characters dealing with the Grimm and also with Cinder and her flunkies.

I hope you all liked this chapter and I hope you guys, fav, follow and also leave a comment about the chapter. Thank you!


[Omake: The Father]

Somewhere, in the middle of Vale, a lone figure stood still amid the hustle and bustle of the city. He had a striking appearance, for he looked as though he had stepped right out of a storybook, with his knightly armor. The man's features were also something to be admired, possessing a stern yet dashing face, looking both approachable yet dangerous. Adding to his appealing looks were his brilliant blonde hair and ocean blue eyes. With his appearance and bearing, anyone could tell that he was a huntsman.

That is if anybody even spared him a passing glance as they walked past him.

But he was perfectly fine with their indifference, as he didn't want to draw any attention to himself. He was here in Vale for one reason and one reason only.

"Where are you, Jaune?" The father of Jaune Arc whispered aloud, trying to navigate his way through the city.

"This is why I left the big city," The man stepped aside to allow a biker to pass him. "No common decency."

He looked at the sidewalk and saw some homeless people lying on it. "Not enough helping hands."

Then he heard the sounds of gunfire, followed by the sudden appearance of a speeding getaway car being pursued by a police car, "And all the dangers of human nature. Why Jaune wanted to come here, I'll never know."

He was starting to regret not heeding his wife about returning to the city.

"You have to give Jaune his space. Let him experience what life in Vale has to offer." His wife had said, but he knew Vale wasn't the best place for his son to live. Memories of his son's childhood flashed through his mind, reminding him why Jaune wasn't suited for the city life.

He remembered the time when Jaune, only six years old at the time, walked back home from school with bruises on his face. When he had asked his son what happened, the boy smiled and proudly said. 'Someone needed help and I helped them. And I'm okay!'

He found out the truth later from Saphron, who had told him how Jaune really received his injuries. Apparently, Jaune tried to defend one of his sisters from some bullies, only to be beaten by said bullies, forcing the rest of his sisters to rescue him. From that day on, he always had Saphron walk her siblings back from school.

"I know you're worried about him. I am too, but he's never gonna grow as a person if we keep hovering over him."

And then another memory came, this time of Jaune, now ten, wanting to spar with some of his sisters in hopes of becoming a huntsman. It ended with him getting beaten to the ground. His sisters felt bad for their brother that they asked him to allow Jaune to train with them. He allowed it. The training session ended with Jaune lying flat on his back, looking to the sky, panting in exhaustion and pain. All he could do was look at him worriedly, wondering why his son was willing to go so far to become something he could never be.

"Jaune needs this because he needs the confidence. Let him make his own choices, give him time to decide if he wants to come home or not." He did and the result was him seeing his son on the news, being held hostage by terrorists.

"I need to sit down," Tired of the constant flux of people, the Arc patriarch found a clean bench near a small park. "Good grief, I've been in this damn city for half a day and I already can't stand it."

While it was true that the city had better security than the towns and villages beyond its walls, it was also grossly overpopulated and filthy. And don't even get him started on the growing crime rate. After taking a moment to collect his thoughts, the man rose to leave, only to stop when a woman addressed him.

"Jaune, is that you?" When she said that name, he stopped and looked at her. "Oh! I'm so sorry; I thought you were someone I know. "

"No," He shook his head. "It's quite alright, ma'am. Actually, I was looking for someone named Jaune. Do you know a boy named Jaune Arc?"

The woman looked at him warily before answering. "Yes, I know him. But might I ask who you are?"

"My name is John. John Arc" The heavily played huntsmen lifted a hand to her. "Jaune's my son."


The woman had introduced herself as May Parker. And in the few hours, he's come to know the woman, John can honestly say that she was a rare kind in Vale. She was kind but not a pushover, honest yet still tactful, and possessed compassion that was hard to find these days. She had been suspicious of him, naturally, but once he explained who he was, she treated him like a long-lost friend coming to visit.

She invited him into her home, where she told of how Jaune came to live under her roof. She took care to mention how his son helps her by paying rent and running errands for her, as he didn't want to be a burden.

"I'm grateful for you taking care of my son," John told her. "I hope he hasn't given you any trouble."

"Jaune?" Mrs. Parker laughed a bit. "No, Jaune's an excellent tenant and he's quite respectful. In all honesty, I can see he was raised in a good home. I should thank you for raising such a kind son."

John looked away from her scratched his left cheek from embarrassment. "My wife's the one you should be thanking. I can't say I was the best father, considering I was gone for months at a time. Being a full-time Huntsman doesn't give one the time to be a parent."

"I can see where John gets his modesty from." A small smile graced her face. "Jaune isn't the type to accept compliments easily. He doesn't think he deserves it, but he really is a wonderful boy."

Her smile vanished. "But that is why you are here, Mr. Arc? You're here to take your boy back home?"

John saw that she wasn't pleased by the purpose of his visit, but John remained steadfast in his decision.

"Yes, I'm to pick up my son," John admitted. "I feel that being in the city is bad for him, so I want to bring him home, back to the family."

Mrs. Parker was silent for a moment before letting out an exasperated breath. "I'm not the kind of person to keep a father from his son."

May got out of her seat and headed for the stairs. "Please, wait here while I pack up his things."

As she packed his son's belongings, John took the time to look around the living room. On one of the walls, there were a collection of framed pictures. His interest piqued, John took to examining the photos.

One was of her and possibly her husband, posing for the camera with another man and woman, who held a small child. With the other man's resemblance to May's husband, he can surmise that he must've been her brother-in-law. Others were just of her and her husband, without her in-laws, sporting smaller smiles. John suspected that her brother and sister-in-law had died, possibly with their son, as well.

But then he saw the next couple of pictures. These next few photos featured the Parkers, but his son, too. One photo was of Jaune standing beside the Parkers, whose smiles were just a wide as the first photo he saw. It almost seemed like the happiness had returned in their lives. There were some other photos, but the last one was of Jaune and Mrs. Parker, the kind woman who had taken in his son.

Her husband's absence can only mean that the man had passed. Jaune was all she had left now.

He heard the sound of shuffling feet coming down the stairs. He turned and saw Mrs. Parker, carrying a small duffel bag with the family's ancestral sword, Crocea Mors, jutting out through its opened zipper.

"He only packed that much?" John asked, shocked by his son's minimal luggage.

"Yes, Jaune came to this city with nothing but the clothes on his back and this sword." Mrs. Parker explained with a nostalgic smile. "When I met him with nothing but a sword on his belt, I felt it was out of place for him to have such a weapon. But after Ben and I gave him time to adjust, Jaune found less and less reason to carry it around. Jaune still has that pained look whenever he sees this blade, but it hasn't stopped him from doing good things here."

John kept silent as he listened to Mrs. Parker's as she explained the impact Jaune had on her life. She told him of how she and her husband helped get into one of Vale's high schools, helped him adapt to city life, and found jobs to support himself. But most of all, he heard about he helped a grieving widow who had no family left.

"But I suppose it's time for him to go to his real home." She handed Jaune's duffel bag to his father, only to hand it back to her. "Mr. Arc?"

"Please, call me, John," The Arc patriarch smiled. "I think I've heard enough to know my son is in good hands. I thought he couldn't handle Vale, but it sounds like he's doing just fine. In fact, I think he's doing much better here than he did at home."

After taking one last look at the pictures, John thanked her for inviting him into her home. He asked that she call him from time to time, to keep him informed about his son's life. As he about to leave through the front door, Mrs. Parker spoke up.

"Won't you at least stay until Jaune shows up?"

He stopped right at the doorstep, debating whether it was a good idea or not to see his son. He wanted to, he really did, but he knew now that Jaune needs his independence. He was perfectly content with knowing that Jaune at least had a home to come to while here.

Turning to face her, John Arc gave Mrs. Parker one last smile and said, "No, just knowing that he's in good hands is enough for me."