Author's Note: Sorry for the long wait again for the next chapter of the story, note to any aspiring writers, when you get shower thoughts write them down for later or if you figure out exactly what you wanna do with your story, start writing on the spot or else you will forget it like me. Anyway I wanna explain a few things before I let you off to read the chapter: The timeline for this story is something I wanna fix to make sure you aren't confused by what's going on. The story at this point has only been two days with the events listed like this:

First Day: Spider-Man and the Sinister Six get transported to Remnant as well as The U.A students and the Reds and Blues which happens in the afternoon when Peter and Wash's groups both appear in the Emerald Forest. Then after that a few hours later, Deku's group appears on the docks as the finale to Rwby Volume 1 happens, during that time Rhino and Electro appear in Atlas and meet with Tyrian. Last event for the day is Wash finding Tucker and the others and Osborn getting unto Remnant.

Good you got that, OK now here's day two.

Day Two: The kids have their first day at Beacon and Peter meets with Tucker and Deku. After that, 5 of the Sinister Six meet up at Salem's castle and then leave with the last event up to this point being Osborn still flying after being awakened.

Sorry if things feel complicated, I kinda can't focus on having specific Hero and Villain chapters so transitioning between the two like G1 Transformers is usually how I write.

Another thing I wanna mention is this story is mostly original content based on some ideas I had in the past, I'm pretty sure everyone can already tell that from the first chapter. I'm going to basically change events and ideas in Rwby proper, some things from the source material that I think definitely needed more fleshing out and more time to cook or completely needed to be re-written. Essentially to make a long story short, I'm rewriting stuff from Rwby in order to give characters, plot points and ideas more meaning and focus than it was given. What I'm also planning to do is focus a lot on Peter and specifically the emotional part of his character and how the many events in his life affected him which is what I enjoy the most about Spider-Man. You can make him laugh, you can make him cry and you can make him a badass all the while keeping his core personality and traits the same, the bathroom scene was one of my attempts at this and there will be more like it that go into Peter's mental state. With that very long author's note out of the way, I hope you enjoy this chapter of Heroes Rising and I'll see you in the next chapter.

Chapter 8: Friendly Tension

Peter opened the door to the gym looking at the equipment all around him before walking over to Mina who was also looking around the room at the stuff she could choose from.

"Wow, this place is pretty..big." She said looking around the room.

"Yeah I didn't even know Beacon had a gym at all. How did you find this place anyway?" Peter asked.
"I found it during a tour I took yesterday when I came here. So how did you get to Beacon Peter?" She asked Peter.
"Me, uhh well Professor Ozpin sorta let me in for no reason. I guess I must've impressed him well enough for him to give me a spot in." Peter told her which was a half truth. He knows that Ozpin let him in because he wanted to keep an eye on him but that's all he knows and what he could tell from Ozpin.

Music Que: Kingdom Hearts 2 OST: Kairi

"Really? Whatever you did must've impressed him a lot, Ruby told me the same thing happened to her. She got into Beacon from Ozpin taking an interest in her." She said surprised as she grabbed 2 5lb dumbbells from a rack.

"Y'know you didn't strike me as the type to train or mess around with stuff like this. You almost got depressed at the sight of homework if I didn't help you." Peter remarked as Mina rolled her eyes at his joke.

"Well I can't exactly be left in the dust when all my friends get stronger and ahead of me.

That's what being a hero is all about, rising to whatever challenge and overcoming it right, so I have to push forward or else." She says determined with fire in her eyes. Peter smiles at her said determination before walking up to a weight bench and adding 100lbs to each side before lifting it up with ease and bringing it back down as it repeats it for a few minutes, shocking Mina at his strength.

'W-Wow, I didn't know he was that strong. The only people in strength he could probably rival and even overcome are..Bakugou and Izuku! Wait a minute, I have an idea.' Mina then puts her weights down before walking over to Peter as he continues to lift his weights up.

"Hey Peter, do you have any sorta regimen or some special training thing that I can do? Y'know something that can help me improve as a better fighter." She asks him as he stops bench pressing as he lifts off the bench.

"I don't exactly have a specific list of training stuff I do but I know one that I follow a lot." He tells her as he grabs a towel to wipe the sweat off his neck.

"Really, and you think I could do it and it'd help me." She says with almost the enthusiasm of a puppy as Peter chuckles.

"Yeah I'm sure it can, hell I'll probably throw together something specific to you. Now before I start you on this thing I have to warn you it is not easy whatsoever and I'm not gonna put any training wheels on you." He tells her as she nods.

"Are you sure you wanna do this? I'm gonna make the list for you later but right now I'm gonna do exactly what Cap- I mean Steve's regimen says and I'll set everything up for you."

"Yeah I'm ready. Bring it on-"

2 hours later

"Never again." Mina said, actually panted out as she laid on the ground with her back almost sticking to the floor.

"Well at least you did better than me the first time I tried the workout, I could barely move my mouth after it." Peter said as he stood over her.

"That shouldn't be considered a workout, it should be considered torture and a violation of all human rights." She replied to him before letting out a tired groan.

"Why would you do this to me Peter? We were just getting to know each other and yet you're already trying to kill me." She joked.

"At least you made it through though. And with everything you managed to do, I can make that list for you."

Mina completely was in shock at how Peter's body could handle the literal back bending mind boggling torture list that was what she experienced. While she was going to make another comment on how Peter made it through, she noticed a large scar and a few marks on his right hip almost like something went through it and slashed at it. The marks were healed but you could tell they weren't recent.

"Hey, what happened to your hip? How did it get like that?" She asked, grabbing a water bottle as Peter looked down at the side she was referring to before scratching his head.

"Well I sorta got into a firefight between some goons who worked for a fatso with a lot of power. Nothing too bad, shots were fired, knives were drawn out, I didn't get out unscaved but at least I stopped the guys, their leader though, he's still out there but I know I'll stop him one day." He says as he adds the last part in his head.

"Well at least you made it out in the end. So uhh, can you help get me back to the dorm, I think my legs are broken." She says downing her water as Peter walked over and helped her up before Mina's legs wobbled and crumbled beneath her.

"Yeah hold on, I think I got an idea." Peter said before bending down in front of her.

"Hop on."

"W...What?"

"I know for a fact your legs aren't gonna get you a few feet anywhere and you're too tired to move so this is the least I can do." Peter told her as Mina's face went flush and a thousand thoughts went through her head.

She then shook her head as she eased herself onto his back and wrapped her arms around his neck. Peter lifted her up and began to walk out of the gym and towards the dorm room with some thoughts in his head.

'It's weird, I'm surprised things went as well as they did. Being around Mina is..calm, it feels nice talking to her. Almost like Gwe-'

"Hey Peter?" Mina asked, shaking Peter out of his thoughts.

"Hmm yeah what's up?" He replied.

"Thanks..for helping and hanging out with me. I know we only met a day ago by coincidence but I'm glad I did. You're pretty cool to talk to." She told Peter as he laughed before pushing the door to their room open and closing it with his foot as he placed Mina down.

"I think I'm gonna take a shower and rest. You can do..whatever you want. Not like I govern the room." She jokes as she walked into the bathroom and shut the door.

Music End

Music Que: Kingdom Hearts OST: Sunset

Peter smiled as he sat on his bed before looking at his watch and grabbing it.

"Now that Mina's busy, I better look into the codex of this spirit watch. Church, you up?" Peter asked as Church appeared.

"You think an artificial intelligence needs sleep." Church asked as Peter scratched the back of his head.

"Welllll-"

"Don't answer that smart-ass. Alright looking through the codex now, there's some more files here than originally." He told him intriguing Peter.

"Really, go through them all." Peter said as Church started to go through them all.

"Alright, the description for Spirit Watch is that it's essentially the bread and butter for every Spirit Spider and is powered with a reactor that generates a large amount of energy and if the watch detects threats that may jeopardize someone getting their hands on Spirit Spider shit, them it'll detonate and possibly destroy the whole planet."

"That..does not sound like a good feature to put in something like that. What else can it do?" Peter asked.

"Well for starters you can tap into the energy from the reactor to power yourself up similar to Aura but it's only if you can handle the energy. It ties into morphers which are your abilities that you have to unlock and can access through the watch. Each morpher can be used once or combined with the other but it comes at a cost. Each morpher has what's known as an energy inhibitor which is meant to keep you from using all of the energy from your morphers in order to not destroy your body." Church explained to Peter.

"Ok, so it's just like Aura here which is itself just like MP from Kingdom Hearts. Swell." Peter quipped.

"Well that's one way to put it. There's also some codex entries on those guys named Lord Dusk and Bahamut.

Lord Dusk, the powerful leader of the Spirit Spider Corps, a group dedicated to protecting the multiverse from threats that wish to corrupt or destroy it. His status is..deceased, something that's been a thing for millions of years. His last known mission was on Earth 3920 alongside Bahamut against something or someone that isn't named."

"Wait, his last mission was on Earth 3920, could that be the nightmare I had." Peter speculated.

"Possibly, I mean I wouldn't know. I can't look into your head. Anyway, here's the description on Bahamut. The god of the multiverse who created the Spirit Spider Corps for the reason of protecting any and all universes from threats of destruction, they helped create Dusk and their power levels are unknown. Their status is unknown as their last appearance was the same as Dusk." Church finished reading off the codex as the bathroom door opened and Mina walked into the room.

"Hey, are you alright, you look tense." Mina asked as Peter quickly hid the watch behind his pillow.

"M-Me, I'm fine. I was just..thinking about some stuff." Peter told her as he headed off to take a shower.

"Oh OK." Mina said before Peter shut the bathroom door behind him as he laid his back on the door.

"Pweh, that could've been worse." Peter whispered as he looked at himself in the mirror.

Peter looked into the mirror as he remembered the events that got him in this world.

"I need to figure out a way to get everyone and me back home and stop whatever Ock and Osborn wherever they are." Peter said with determination before heading into the shower.

Music End

Mina laid in her bed as she stared at the ceiling as the events with Peter went through her head.

"He's really nice. Ugh, why can't I get him out of my head? He's just a friend who helped me out, I only met him for a day and he's already in my head. " She said in her head as she put a pillow to her red face.

Sighing, Mina removed the pillow from her face as she settled into her bed as Peter left the bathroom and started to rest into his bed.

"Goodnight Peter." Mina said as she turned her body around to hide her face from him.

"Yeah, Goodnight Mina." Peter replied to her as he rested in bed for the next day.

A few hours later

A bullhead flew over the docks as Carolina stood on top of a warehouse looking at the sight of the city and large skyscrapers.

As she stood on the building, she immediately turned around as Washington was about to walk up to her.

"Wash, what are you doing up here?" Carolina asked him.

"I came up here when I saw you from below. I wanted to discuss what happened with Tucker and what's our next plan of action."

Wash told her who nodded.

Wash then told her of what happened with Tucker from his encounter with Torchwick and his meeting with Spider-Man and Deku, Torchwick who they ran into when they ended up in the warehouse leading to them taking the building.

"So, what do you think we should do? Church is in Spidey's hands and he can't give him to us at the moment. We also need to find a way to get back home and I'm guessing the same is with Spider-Man." Wash asked as Carolina put a hand to her chin.

"We can continue to use this place as our base of operations for the time being. I'm thinking we can ally with Spider-Man, maybe he might have a solution or knows what to do." She told her friend who nodded at her answer.

"Alright but there's just one problem: we have a limited amount of fuel in the Pelican to try and fly again so we should try to seek another vehicle for the time being."

"Where would you find a vehicle that has enough seats to fit everyone?" Carolina asked only to receive a shrug in response.

"I..have no idea. But I can send Sarge, Grif and Simmons to go look for one." Wash responded as Carolina groaned.

"Okay, you go ahead and do that. Just tell them to make sure they don't draw any attention to themselves." She told Wash who nodded as he climbed down the building while Carolina continued to stand on the roof.

Beacon Academy

Peter groaned as he leaned on his elbow while Professor Port rambled on about another one of his life stories. As he did, he noticed Izuku writing in a notebook titled Hero Analysis for the Future with the book being marked as #13.

"Psst. Hey Izuku, what are you writing?" Peter quietly asked, glancing over to see Izuku sketching a pretty accurate drawing of what Peter in his Spider-Man costume looked like.

"O-Oh. I-I was just writing down my analysis of you and what your power was. By the way, what are your powers?" Izuku asked.

"The powers of a Spider, which is basically super-strength, fast reflexes, a 6th sense I call Spider-Sense, and the ability to crawl on any surface." Peter replied.

"What about your webs? Aren't they made from your body?" Izuku asked as Peter blinked at him twice.

"N-No. They're from my web shooters, I don't make webs from my body. That's disgusting and how would that work." Peter asked, chuckling.

"I have a few ideas on how that could work." Izuku was about to speak but Ruby interrupted.

"What are you guys talking about?" Ruby asked.

"Nothing!" The two said shutting down the conversation.

As Ruby was about to ask about why they were acting weird, the bell immediately rang as the students rushed out of the room to head to their next class.

Somewhere in Vale

A bullhead lands near a building in Vale as the 5 of the Sinister Six and Cinder walk outside of the ship and into the building. There the villains watch as multiple White Fang members work on weapons or move Dust containers all while Roman Torchwick leans back in a chair smoking a cigar and overseeing all the work.

"Ah Cinder, I see you brought some of the freakshow with you. I'm guessing they're part of the stage act you've got going on." Roman joked before leaning his head back as Cinder created flames in the palm of her hand.

"Now Roman, that isn't any way to treat our next guests. This is Doctor Octavius and his associates, they all have a grudge pertaining to the Spider. They could be of use in dealing with him." Cinder said with a smirk.

"Oh really, so you're the ones who deal with that nuisance. Then how come you haven't managed to put a bullet in his head?" He said as he tossed his cigar to the ground.

"Trust me, it's not as easy as it sounds, pal." Electro said folding his arms.

"Let's just say Spider-Man has the ability to beat the odds no matter how stacked they are against him." Doc Ock exclaimed.

"So then you'll help them find a way to create a portal back to their world and find their comrade and they'll help you deal with Spider-Man and help you take this city by force. Is that clear?" Cinder said menacingly as Roman nodded before she walked away and back to the bullhead to head back to Salem's castle.

"Alright then Ock, I guess we're partners from circumstance now." Roman raised his hand out to Otto who took it.

" I guess we are. Although there's one part Cinder forgot to mention." Otto said with a faint smile.

"And what's that?"

"Nobody controls Otto Octavius, Cinder thinks she has everything under her and her master's control. I'm going to prove her wrong. When we get a portal to my world operational, I can get the necessary tools from my world to destroy this one and bring it to it's knees. You can help me achieve my goal Roman, all we have to do is configure the portal and everything you've ever wanted can be yours." Otto told Roman who looked at him with some skepticism at first.

"And what would even power this portal?" Roman asked.

"The power of Dust may not be close to the power of Iso-8 but perhaps we can make it work. If there is any Iso-8 here on Remnant, we would need to find and collect it." Otto told the crime boss.

"Alright then. I guess we have an alliance Doctor. Now then, how are we going to squash a spider?" Roman menacingly asked.

Beacon Academy

Peter sat beside Team Rwby and a half of Team JNPR as he watched a 2V2 between Velvet and Coco Adel of Team CFVY and Nora and Pyrrha from Team JNPR.

Apparently the lesson Glynda had for them was something about working as a duo against your opponent and their partner, Peter wasn't really paying all that much attention. He had other things on his mind.

While Pyrrha was a skilled combatant and could beat most of the students in Beacon without even breaking a sweat, her fighting alongside her team against an equally skilled team of second years who were almost and a little higher then her skill however made things hard. While their team did have coordination and Jaune's leadership skills were improved, Coco's team managed to push against Pyrrha and Nora who were the last ones standing of Team Jnpr.

"The winner is Team CFVY. Now let's see who's next for today's lesson?" Glynda said as holographic images flicker for a bit before stopping on Mina, Jiro, Momo and Peter as well as Ruby, Bakugou, Todoroki and Yang.

"Ah yeah! Looks like we got this in the bag!" Yang bragged looking over to Mina and Peter.

"We'll see who's laughing when we're through with you." Mina said as Peter laughed before heading to suit up.

As Peter opened his locker, he then realized that he never really showed anyone what his combat suit was other than Church and that this would be the first time anyone saw him not fighting as Spider-Man.

"Well, I'm boned. Heh pretty ironic with what I'm wearing" Peter said as he grabbed his two gauntlets and strapped them to his arms. The gauntlets then flickered on as they synced up with his watch as Peter looked back into his locker and at a tactical airsoft mask molded as a Skull and painted half black and white.

"Sorry Brock for taking your colors but I need to find some way of making a clear difference between Spidey and me. Still, it's a work in progress though."

Peter started to make his way out as he noticed Mina standing around waiting for him to show up.

Mina turned around expecting Peter to wear his school outfit or something normal. What she didn't expect was for him to be wearing a red hoodie, black sweatpants, and some sneakers.

Mina stared at Peter for a few minutes before wiping her eyes like a windshield wiper.
"What, do I look bad or something?" Peter asked while Momo and Jiro walked out in their hero costumes.
"No, no. You look good, I just wasn't..expecting you to come out like this." She gestured to him.
"Well if you thought this looked crazy, I was going to wear a mask with this thing." He said before looking over to the other side as Bakugou's team stepped out ready and prepared.
"You guys sure if you wanna fight, we all know how this is gonna end in seconds." Yang bragged as she loaded her gauntlets Ember Celica.
"Nah, we're good. We'd rather change the outcome with our skills than words." Peter said as he got into a fighting position.
"So before we go in, what can you two do?" Peter asked Momo and Jiro as the two looked at him.
"I can create any non-living material/object from my skin as long as I know what it's made of. The more I eat, the more stuff I can make." Momo told Peter as he smiled as ideas ran through his head.
"As for me, I can use my headphone jacks when plugged into something to channel the sound of my heartbeat. I can also hear sounds and vibrations although I don't see how that'll be much help." Jiro said as Peter gave her a thumbs up.
"Alright, I think I have a plan on how we can win this. The only flaw in this plan is, I don't know what Yang, Ruby and Todoroki can do. All I can do is make assumptions and change the plan when their semblances come out." Peter mentally planned in his head before Glynda prepared to start the match.
"Ready, begin." Glynda waved down as the match began.

Sorry about the cliffhanger, but I wanna keep the fight for next chapter. Also I've been very busy as of late and with the arrival of me becoming a Sophomore, chapter development is probably gonna be put to the waist side. I've also been thinking of another story in the same universe as Heroes Rising instead focusing on Ben Reily and Mass Effect because I've fallen in love with the trilogy due to the Legendary Edition. Expect a chapter 1 of the story or so whenever I finish it. Anyway I'll see you in the next chapter and thanks for reading.