Chapter 11: The Good Hero


The LMD of Otto was looking through some old files of older projects his real self had created years ago. His lab in Mountain Glenn was quite a mess with boxes littered with files of old experiments.

"Otto." Torchwick said as he and CInder entered the lab, "What is-What the hell happened here?"

Otto turned to see the two standing in the door, "Oh apologies. I needed to go through some old stuff for my next experiment."

"Oh, so it can go crazy and be killed by Spider-Man." Cinder said mockingly, "You promised us metahumans. Yet all you have done is fail time and time again. Remember your place Octavius."

"My place is right here." Otto retorted, "Yours on the other hand should be up your ass."

Cinder sneered at him in anger, but she refrained from doing anything and opted to speak.

"So what exactly is it you plan on doing?" she asked

Otto then looked at Roman, "Leave us, please."

"Very well." Roman replied while waving and left the lab. Once he left, Otto showed Cinder a file that he was holding.

"Spider-Man's powers are truly fascinating." Otto said to her, "But his blood is a different story. Four years ago, I managed to get a hold of a sample. Initially I believed I could recreate his powers, but instead I created a living creature."

"So you plan on making another...evil Spider-Man?" Cinder questioned

"Not exactly." Otto continued, "Metahumans don't have to be injected with a formula, they can be bonded with something else to be a metahuman. A team of metahuman warriors with the powers of Spider-Man will be the perfect beginning of the metahuman army."

Cinder smiled as she examined the files, "How do you plan on obtaining Spider-Man's blood?"

"Leave that to me."

As the two spoke, a figure lurking in the shadows watched silently. It appeared to be a robot with a gun metal gray color scheme, an 'x' shaped jetpack, and black visor.


Peter sat during sparring class alongside the rest of his friends. Instead of looking at the match unfold, he stared intentionally at the picture of Gwen Stacy underneath his seat. An act that the rest of Team RWBY couldn't help but notice.

As Peter dealt with his personal life, Jaune was sparring with Cardin Winchester, the leader of Team CRDL, and was performing...not as good.

"This is the part where you lose." Cardin taunted him

"Over my dead-" Jaune retorted, but was cut short as Cardin kneed him in the gut, making Jaune drop his sword and fall to the ground in pain. Cardin raises his mace and is about to slam it down on a worried Jaune just when the buzzer rings, the lights come back on, and Glynda Goodwitch's voice causes him to stop.

"Cardin that's enough!" she said to him, too, which Cardin stopped and walked back a bit. Glynda then walked onto the stage and tapped on her tablet, "Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match."

Glynda then turned to a defeated Jaune, who was looking at his scroll that displayed his low aura levels. His team looked at him sadly, feeling his pain of defeat.

"Mr. Arc, it's been weeks now." she said to him, "Please try to refer to your Scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more...defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now, would we?"

"Speak for yourself…" Cardin muttered quietly as he perched his mace over his shoulder

Glynda then turned to face everyone, "Remember, everyone, the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

This got some people excited, including Team RWBY. Peter nodded in amusement after staring at the picture of Gwen he had since Jaune started his match. Pyrrha, who was nearby, looked at her partner sympathetically, as he hung his head in defeat.

Peter left the class room by himself and hoped to walk back to his lab, grab his suit and go play superhero for a bit until he was pulled from his thoughts by a voice.

"Peter!"

Blake ran up to his side and began to walk with him, "Pete, can we talk?"

"Sure, what's up?"

"Um, how do I say this...look, I'm-We're sorry about the other day. We crossed a line, hit a very sensitive nerve." Blake stuttered

Peter stopped her and smiled, "Relax Blake, I forgive you guys. It's alright. Besides, I kinda snapped myself, and I shouldn't have."

"So we're good?" Balke asked

"Definitely." Peter replied, "Matter of fact, I wanted to speak with you after classes today. But why not now."

"What is it?"

"It's about my job." Peter said to her

"Your job?" Balke muttered, "Taking photos for the VNN?"

"No silly." Peter chuckled, "My other job outside of Beacon."

Blake then realized what he was talking about, "Right, sorry. So what's up?"

"Ever since a giant lava monster attacked Valke the other day." Peter explained, "It has come to my attention that the White Fang are about to make a dangerous move. Think about it, a mutated faunus with powers beyond that of aura? That no bueno."

"So what do I have to do with any of this?" Blake asked

"I need help, looking for clues." Peter replied

"Clues?" Blake questioned, "Like your sidekick?"

"No! No! Definitely not a sidekick!" Peter laughed in amusement, "A partner."

Blake couldn't help but smile, "Really? Why me?"

"Well, you're a former member of the White Fang until you...resigned, and I know you're obsessed with their motivations and wish to stop them. So why not?"

"I'm in." Blake replied, "But first, lunch."

"Definitely." Peter said in an over dramatic tone


Later that day in Beacon cafeteria, Nora was giving a rather dramatic story to both her team, Team RWBY, and Peter.

"So! There we were, in the middle of the night..." she began

"It was day." Ren corrected her

"We were surrounded by Ursai…" Nora continued, ignoring Ren's comment as she continued her story. Blake was not really listening while Yang seemed locked into it.

"They were beowulfs." Ren added

"There were dozens of them!" Nora shouted as she stood on the table

"Two of them." Ren muttered

"But they were no match... And in the end, Ren and I took them down and made a boatload of Lien selling Ursa skin rugs!"

"...What?" Peter muttered, "I didn't even understand half of that."

"She's been having this recurring dream for nearly a month now." Ren explained

Pyrrha then took notice of Jaune, who was silently picking at his food.

"Jaune? Are you ok?" she asked him

"Huh? Oh yeah!" Jaune replied, being pulled from his thoughts, "Why?"

"It's just that you seem a little...not okay..." Ruby said to him

Peter then spoke up, "You look like me after failing a science test."

"Guys! Seriously! I'm fine! Look!" Jaune replied as he gave them a thumbs up along with a nervous smile. His attention was then focused on none other than Cardin and his team harassing a rabbit faunus by pulling on her ears.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha exclaimed

"Who? Cardin Winchester? Nah... He just likes to mess around!" Jaune tried to brush it off, "You know, practical jokes!"

"Jaune, he's a bully." Ruby said to him

Jaune then scoffed, "Oh, please! Name one time he's 'bullied' me."

"He keeps shoving your books." Peter answered

"Well-"

"He opened your shield while you were walking through the door, getting it stuck." Ruby added

"But-"

"He locked in your locker and flew you out of the building." Pyrrha added

"I didn't land that far from the school." Jaune retorted

"Jaune, you know if you ever need help, you can just ask." Pyrrha said to him

"Oh!" Nora spoke up, "We can break his legs!"

"That'll probably just make things worse." Peter muttered

Jaune however still remained unfazed, "Guys, really, it's fine! Besides, it's not like he's only a jerk to me; he's a jerk to everyone."

"Oh! That hurts!"

The group then noticed Cardin still pulling on the girl's rabbit ears.

"Please stop…" she muttered

"I told you they were real." Cardin chuckled darkly as he ignored the girl's pain

"What a freak!" Russell Thrush added

Cardin then finally relented and let go of the girl's ears. The girl then walked away in fear, all while being watched by RWBY and JNPR.

"Atrocious. I can't stand people like him." Pyrrha growled

Blake glared daggers at him, "He's not the only one..."

"It must be hard being a Faunus." Yang mutter sadly, feeling sympathetic

Jaune on the other hand stood up and walked off, looked back at his friends and sighs to himself before moving on with his tray table. He didn't realize that Cardin was watching his walk of shame with a sinister grin. Peter on the other hand did.


Later that day, Spider-Man was swinging from building to building while on patrol across the city.

"Hmm, no crime as of yet?" Spidey muttered, "That's good."

"Don't jinx yourself Pete." MW warned him

"I'm not Julia." Spidey replied, "Besides, I have other issues to deal with."

"You mean Jaune?" MW guessed

Spidey couldn't help but sigh, "I've seen the look on his face before. He feels useless, that he doesn't want help. I see the signs of a leader, a hero, and a bit of Steve Rogers."

"I can tell you Peter." MW said to him, "Jaune Arc will become a great hero soon. He just needs guidance, and some time on his own."

"Well, that gives me something to work with." Spidey muttered, "I still have other things to deal with anyway."

"Your thoughts still dwell on Team RWBY's discovery of Gwen Stacy's photo?"

Spidey sighed, "They can't know. I've lost so much, and I know it's my responsibility. Gwen, she's a memory, and a painful one."

Suddenly, he felt his Spider-sense go off. As if one cue, a red beam of energy hit Spidey right in the chest. He fell down onto a nearby rooftop hard, before flipped into his signature pose.

The mysterious robot that was spying on Octavius, Cinder, and Roman then landed on the other side of the roof. He was decked out in light gray armor plating on his upper torso, shoulders, forearms, and lower legs. While black armor covered his neck, upper arms, upper legs, and chest. His head was gray with a red 't' shaped visor, a red circular symbol on his upper left chest, and a black 'x' shaped jetpack.

"What the heck are you?" Spidey asked

"Target acquired: Spider-Man." the robot replied

"Target?" Spidey questioned

"I am Mach-IV." said the robot, "And my primary programming is to attack the vigilante known as Spider-Man."

Mach-IV then revealed two twin shoulder rockets that fired at the webhead. Spidey quickly dodged them both before shooting a webline at the robot's head, pulling him forward and sending him landing face first on the ground. But Mach-IV then activated his jetpack and flew into Spidey, sending the two off the building.

"Hey! Watch where you fly!" Spidey said, as he hung onto the robot

"My programming does not make me worry about my condition." Mach-IV replied, "Only as long as I fulfill my mission."

Mach-IV then fired a red bolt from his wrist that forced Spidey off of him. The bolt also burned a section of his costume off, smaller than a pin. Along with at least three drops of blood.

Mach-IV then flew forward and snatched the blood drops before flying away. Leaving Spidey to land on another rooftop.

"Hey, where are you going?" Spidey shouted at him, "We just got started!"

Spidey then looked at the rip in his costume, "Aw man…"


Later that day, Peter, Team RWBY, and Team JNPR were all in history class being taught by Dr. Bartholomew Oobleck. The man was rather hard to understand, as he spoke and moved fast than Ruby drooling over a new weapon.

"Yes! Yes, prior to the Faunus Rights Revolution-more popularly known as the Faunus War-" Oobleck explained before zooming up to the front of the class, "-humankind was quite, quite adamant about centralizing Faunus population in Menagerie."

Oobleck then zoomed to the side to have a sip of coffee before resuming, "Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the uprising can still be seen to this day! Now! Have any among you been subjugated or discriminated against because of your Faunus heritage?"

Only the girl that Cardin harassed earlier raised her hand.

"Dreadful, simply dreadful! Remember, students, it is precisely this kind of ignorance that breeds violence!" Oobleck continued before taking another sip of coffee, "I mean, I mean, I mean just look at what happened to White Fang! Now, which one of you young scholars can tell me what many theorize to be the turning point in the third year of the War?"

Weiss then raised her hand, "Yes?"

"The battle at Fort Castle!" Weiss answered

"Precisely!" Oobleck replied, "And, who can tell me the advantage the Faunus had over General Lagune's forces?"

Unknown to Oobleck, Cardin flicked a piece of paper right at a sleeping Jaune. However Peter, who was sitting in between the two, grabbed it before it could reach him. Cardin growled in anger, which caught Oobleck's attention.

"Ah, Mr. Winchester! I see you're finally taking part in class!" he said to him, "What is your answer?"

Cardin stuttered as he didn't know the answer. He looked at his team who simply shrugged at him.

"Well…?" Oobleck asked

Cardin scoffed and folded his arms, "Well, I know it's a lot easier to train an animal than a soldier.", which earned him several glares in the room.

"You're not the most open-minded of individuals are you, Cardin?" Pyrrha retorted

Cardin glared at her, "What? You got a problem?"

"A rather interesting answer." said Oobleck, "But wrong. Anyone else?"

Jaune then woke up and was handed a piece of paper by Peter. Looking at it, Peter then pointed at Oobleck, which gave Jaune an idea.

Oobleck the saw Jaune raise his hand, "Mr. Arc, do you know?"

"Nightvision." Jaune answered

"Yes, that's correct Mr. Arc!" Oobleck replied, "Many Faunus are known to have nearly-perfect sight in the dark."

Cardin growled at the correct answer as Oobleck continued, "General Lagune was inexperienced, and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the general was captured."

Steam came out of Cardin's ears as he stood up in anger, but Ooblecl stopped him.

"Mr. Winchester! Please take your seat." he said to him just as Jaune sneezed, "You and Mr. Arc can both see me after class for additional readings."

"Ohhh…"

After class had ended, Oobleck pulled both Jaune and Cardin aside, "You two have been struggling in my class since day one! Now, I don't know if it's a lack of interest, or just your stubborn nature, but whatever it is..."

He then took a long sip of coffee.

"It stops now! You've worked hard to gain entrance to this school, and we only accept the best of the best, so I expect you to act like it. History is important, gentlemen! If you can't learn from it... you're destined to repeat it. Pages fifty-one to ninety-one! I want an essay on my desk by next class! Now! Run along."

Jaune then left the class room and noticed both Pyrrha and Peter waiting for him...only to then feel Cardin push him to the ground..

"Ow!" he muttered as Cardin laughed smugly

"Hey, watch where you go Cardin." Peter said to him

"Get lost lost Parker." Cardin retorted, "You three better remember the pecking order around here."

He then walked away as Pyrrha helped Jaune on his feet.

"You know, I really will break his legs." she said to him until she came up with an idea, "I have an idea! Here, come with me!"

Pyrrha then grabbed Jaune and ran off, with Peter running in tow.

"Hey wait!" he shouted as he ran after them


The trio then arrived at the rooftop, with a view of Beacon Academy.

"Pyrrha, I know I'm going through a hard time right now, but I'm not that depressed." Jaune said to her, "I can always be a farmer or something..."

"N-n-no!" Pyrrha cried as she went over to pull him away from the roof, "That's not why I brought you up here! Jaune, I know you're having a difficult time in class and that you're still not the strongest of fighters, so...we want to help you!"

"What?" Jaune muttered

"The roof." Peter explained, "Up here, we can help you fight better. Nobody can bother us."

"You think I need help?" he questioned

"Whoa now hold on Jaune, that's not how we meant it." said Peter

"But you just said that."

"Jaune, everybody needs a little push from time to time." Pyrrha explained, "It doesn't make you any different from the rest of us. You made it to Beacon! That speaks volumes of what you're capable of!"

Jaune then lowered his head and turned away, "You're wrong. I-I don't belong here."

"That's a terrible thing to say!" Pyrrha shouted, "Of course you do!"

"No I don't!" Jaune replied as he turned around angrily. He then sighed before speaking once more, "I wasn't really accepted into Beacon..."

Pyrrha's eyes widened in surprise, "Wh-What do you mean?"

"I mean I didn't go to combat school, I didn't pass any tests." Jaune confessed, "I didn't earn my spot at this Academy! I lied! I got my hands on some fake transcripts, and I lied!"

"Why?" Peter asked calmly

"Cause this is always what I've wanted to be!" Jaune shouted, "My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one, too. I was just never good enough."

Pyrrha placed her hand on his shoulder, "Then let us help you!"

"I don't want help! I don't want to be the damsel in distress!" Jaune replied as he moved away, "I want to be the hero! Like my father! Like...Spider-Man! I'm just a failure…"

Peter smiled slightly at Jaune's admiration at his alter-ego.

"Jaune." he said to him, "You're holding yourself back. Everyone needs help, even Spider-Man needs help from time-to-time...Look, You've got a team now, Jaune. We both do! And if we fail, then we'll just be bringing them down with us. We have to put our teammates first, and ourselves second. Your team deserves a great leader, Jaune. And I think that can be you."

Jaune smiled, "You really think I can?"

"I do." Peter replied, "And I think Pyrrha here agrees with that."

Pyrrha then smiled in agreement, "Do you want help Jaune?"

"Yes, I do." Jaune replied, "I'm sorry if you feel less of me after hearing what I did."

"No! No!" Pyrrha shouted, "You're being open, and I think that's good. It's good to be open with your team."

Unknown to here, Peter frowned slightly upon hearing her statement before speaking, "I think we should head inside now. You know before people hear us...isn't that right, Cardin!"

Jaune and Pyrrha looked confused before turning around to see none other than Cardin himself standing on the edge of the roof. He had a smug smile on his face.

"Well well, what do we have here?" he muttered, "Jaune the rebel? Bold move Jauney boy. Now, I can't imagine what Ozpin would say upon hearing that three of Beacon's students are keeping a secret like this."

"Choose your next words wisely Cardin." Peter threatened him, "Or they might be your last."

Cardin scoffed, "Oh! And what are you gonna do Parker!?"

Peter then punched Carding right in the face, causing him to stumble and lose his balance. He fell off the roof and managed to grab onto the ledge.

The trio looked down at Cardin, who was hanging on for dear life.

"Help me up!" he cried, "Please!"

"Promise." Peter said to him

"What!?"

"Promise you won't tell anyone." he explained

"Why should I!?" Cardin retorted

"Then I'll inform Goodwitch of your plan to blackmail Jaune into doing your own bidding." Peter said, "Along with your constant prejudice towards Faunus students here."

"Alright!" Cardin squealed, "I won't tell anyone!"

With that said, Peter and Jaune help him up and back onto the roof.

"Don't ever, mess with my friends." Jaune said to him, "Got it?"

Cardin only lowered his head in shame before nodding quietly. He then jumped down back to his dorm while the trio left the roof themselves.


Peter sat in his lab that night. He then heard the sound of the door opening as Team RWBY entered the lab.

"Hey Pete." Ruby said to him a she noticed him sitting with his back facing them, "What'd you call us fo-"

"Gwen Stacy." he muttered which caught their attention

"Who?" Weiss questioned

Peter then turned around in his chair, revealing the picture of the blonde girl in his hands.

"Her name was Gwen Stacy." he said while handing the picture to Blake

The girls looked at the picture before looking back at Peter.

"Who was she?" Balke asked

Peter sighed before speaking, "She was the love of my life. Best friends since childhood, from school to daily life. We hung out everyday, along with our friends Harry and MJ.

Peter then took another picture off his desk which was of him alongside Gwen, a boy with reddish brown hair and brown eyes, and a girl with red hair and green eyes. There was also a boy who looked exactly like Peter except with short brown hair and hazel eyes. Along with a younger boy with a dark skin tone and brown eyes.

"Who is that?" Yang asked while pointing at the boy, "Your brother? And whos the younger one"

"Uh, yeah." Peter lied, "His name was Ben Riley, we were separated from birth. Then reunited years later. The other is Miles Morales

Weiss then decided to ask the question that was on all of their minds, "What happened to Gwen?"

"We started dating two years ago." Peter explained, "She and I, along with Harry, MJ, Miles, and Ben. We were a team. We worked together in experiments and other activities. Then one day, I started working for this man, named Otto Octavius. A brilliant scientist that I saw was intrigued by. He took me under my wing and we world together. Everyone else was happy with it, Harry on the other hand was a bit skeptical."

"Why was that?" Ruby asked

"Otto was former colleagues with Harry's father Norman." Peter continued, "They started a company together. While Otto worked on robotics, Norman became more obsessed with genetics. He started a project Otto considered unethical...then was a rift. Lawyers got involved, and Otto left, where he found me."

Peter leaned forward before continuing, "Otto now bore a hatred towards the Osborns. He saw Harry as a nuisance, I often had to defend them both. Over time however, I began to realize just how unstable Otto really was...I sided with my friends one day...and Otto just snapped."

"What'd he do?" Yang asked

"One day, he kidnapped Harry, MJ, and Gwen." Peter answered, "Me, Ben, Miles, and Norman got word and went to find them. After we found them, I asked Ben to keep Gwen safe while we looked for Otto. Unknown to us, Otto strapped in the building we were in and then…"

"...Then what?" Weiss asked

Peter lowered his head, "Kaboom."

All of Team RWBY gasped, "When the dust cleared, Norman, Miles, and I found both MJ and Harry's unconscious bodies, and no sign of Otto. We then went looking for Ben and Gwen. We split up to cover more ground, and there I found Gwen's body lying in the middle of the rubble...she was dead the instant the bomb went off…"

Ruby was already crying with Yang hugging her, while Blake and Weiss looked sympathetic.

"Wh-What happened to Ben?" Balke asked

"I don't know." Peter answered sadly, "Neither his or Otto's body was found. Afterwards, I left for Vale. Harry was put into a coma and is being checked over by his dad, and MJ, Miles, and I not on speaking terms."

"This happened all recently!?" Yang cried

"About a year ago." Peter answered, "They were my family. All I had left, now two are dead. I came to Vale to have a fresh start. Oz then took me in here."

Ruby then ran up and hugged him, which he quickly took the answer back by accepting it.

"You don't want the burden, do you?" Weiss said to him, "After all that, you're afraid of having a team."

Peter nodded slowly.

"Well, don't worry." Yang spoke up, "We're here for each other, and that's what matters."

"Thanks." Peter said, smiling

"But enough with the sad talk!" Yang shouted, "Lets have some fun!"

"Yeah!" Ruby added

"I'm in!" Peter agreed, "Movie or something?"

"Perfect." said Weiss, "I'll get some movies ready in our dorm."

Weiss, Ruby, and Yang headed for the door while Blake stayed behind with Peter.

"I assume that's the true story?" she asked

"It was." Peter replied, "But Spider-Man may or may not have been present."

It was at this moment that the two realized just how close they were. After what felt like hours, the two spoke.

"Well! W-We should get going!" Peter stuttered, his face slightly red

"Indeed!" Blake chuckled, her face a similar shade, "I'll meet you there!"

"Right!" Peter replied, "I have to close up the lab."

Once Balke left the lab, Madame Webb appeared in her astral form next to Peter.

"It was nice of you to open up with your team." she said to him, "Yet you weren't all that truthful."

"They can't know." Peter answered, "But at least they understand."

"I guess movies now?" MW teased him

"Yep." Peter muttered, "But first, F.R.I.D.A.Y. I want you to keep an eye out on someone for me."

"Yes boss." the AI answered, "Who would that be?"

"Jaune Arc."