Chapter 14: Maximum Carnage

Otto Octavius looked down on Remnant from Hydra Island's position. He watched the clouds move across the atmosphere with his hands folded on his back as Rumlow approached him.

"Octavius, Reinhart and Callows have been…dealt with." he announced

"Good." Otto replied, "Have LMDs replace them at Salem's Fortress. We don't want her grace to become suspicious."

Raven then entered the room along with Vernal. Otto and Rumlow looked up and saw them.

"I must say, you've proven yourself to be extremely valuable Raven." Otto said as he examined footage from the Atlas facility that held the new fusion reactor. Mach-IV, Raven, and several goblin-fied Hydra soldiers were shown attacking the facility, "Because of you we have acquired a valuable piece of technology necessary to our cause."

"I still don't see how stealing from Ironwood's lackeys helps us survive." Raven replied as she crossed her arms, "Even though I did enjoy it. What was it for exactly?"

"I'm afraid I'm not entitled to tell you." Otto answered, "But its usefulness will not go unnoticed. Especially in the hands of a weak-minded fool like Ironwood."

"Only the strong survive." Raven stated, "The weak die."

"Indeed." Otto muttered, "Since you're here, I thought it best we discuss our main adversary."

Raven put a hand on her hip, rolling her eyes under her mask, "I thought you said Salem wasn't our main adversary."

"I never said it was Salem." Otto retorted, "Our main threat is someone from my universe. Someone who's been a thorn in my side for the past two years…Spider-Man. Now that wall-crawler is on Remnant making a name for himself."

"Pff, I know who you're talking about." Raven scoffed, "I've heard about that child. What can he possibly do to you?"

Otto sneered at Raven's dense skull, "Watch your tongue Branwen, Spider-Man can be unpredictable. He has thwarted me several times in the past. But not to worry, I have an edge over him."

"And what might that be?" Vernal asked

Otto grinned, "Let's just say I…broke him. Now, my LMD within the White Fang is producing a creature that will cause Spider-Man even more problems…and make him paranoid beyond belief."

"Why's that?"

"Because this creature is vaguely similar to one Spider-Man has fought before." Otto explained, "Their relationship was once…symbiotic…"

"...And so, the moral of the story is that a huntsmen must always be ready to put themselves in harm's way!" Port announced to his class, "To make sure that the innocent survive! Well, I guess that's the end of class! Enjoy the rest of your day, students!"

The students all flooded out of Port's classroom, with Team RWBY walking amongst themselves.

"That class was dreadful…" said Yang as she stretched

"Hey, it wasn't that bad!" Weiss scoffed

"Says the one who takes notes on literally everything whether it's important or not." Blake retorted half-jokingly, causing the heiress to roll her eyes.

Ruby then spoke up, "Hey guys, where's Peter?"

"I think he's behind us." Blake answered, "Getting his books together."

Suddenly, Peter blew right past them, not in a rude way, towards his lab, which left his friends confused. They went after him, but when they arrived at his lab, he was already inside, music could be heard playing.

"Why is he listening to music?" Weiss muttered in confusion

Blake then walked up and knocked on the door, "Peter?"

She then opened the door to see Peter sitting at his desk. Aside from the various projects, ranging from simple dust projects to more advanced ones that didn't require any dust…projects. Peter held a picture in his hands, which the girls recognized as Gwen Stacy. The music Peter was listening to was sung by a man.

You can go

You can start all over again

You can try to find a way to make another day go by

You can hide

Hold all your feelings inside

You can try to carry on when all you wanna do is cry

And maybe someday

We'll figure all this out

Try to put and end to all out doubt

Try to find a way to make things better now, and

Maybe someday we'll live our lives out loud

We'll be better off somehow

Someday

Peter?" Weiss asked, making her presence and her friends known. Peter looked up with an "Oh!" before lowering the music a bit and stood up, still holding the picture.

"Hey girls." he said rather sadly, "What's up?"

Ruby raised an eyebrow, "What are you doing? We saw your sprint out of Port's class. What's with the music?"

"Oh, uh, sorry." Peter muttered, "Today is, or was, uh…the day Gwen died..."

Team RWBY's eyes widened in shock. Ever since Peter told them of who Gwen was, they opted not to bring her up or anything regarding Peter's past.

"W-we're sorry!" Ruby shouted, "We didn't mean to intrude!"

Peter raised in an assuring way, "No no, it's ok guys. I could use the company."

He then sat down as did RWBY, he looked at the picture as he spoke, "Ever since Gwen died, I haven't really done the whole 'friend thing'. You people are the only ones who know, aside from MJ and Miles of course."

"What was she like? Gwen?" Yang asked

Peter smiled sadly as he reminisced about his girlfriend, "Where do I even start? She was kind, smart, funny, awkward, and very pretty. She was the most popular girl in my school, and yet very shy. I still can't get over the fact that she wanted to be with me more than anyone else. And yet, we made it work."

"What's the song playing?" Blake asked

"Someday, by Rob Thomas." Peter replied, "One of mine and Gwen's favorite artists. She always liked music."

Peter sighed as he remembered her. Her smile, her laugh, personality, everything. The girls could all tell that he missed her deeply.

"How are you holding up with all of this?" Weiss then asked

"Honestly, I don't know." Peter sighed, "Its not even the first time I lost someone."

Blake's eyes widened, "Not the first!?"

"Not the first." Peter repeated

"Who else?" Yang asked reluctantly

"My…parents and uncle." Peter said shakily, "My parents left me with my aunt May and uncle Ben when I was nine. They didn't say why, but from what I remember, they were scared. A few days later, we heard that they were on a plane that crashed, they were never found. I was raised by my aunt and uncle for the rest of my life, they gave me a good upbringing and everything, until one day, Ben was killed by a burglar who tried to take his car. He refused and was shot."

"Oh my…god." Weiss muttered in disbelief, "Peter…we're so sorry."

Peter nodded slightly, "It's alright."

"No, it's not." Ruby announced, "Look, me and Yang understand what you feel."

"What do you mean?" Peter asked curiously

"We…we lost our mom, Summer Rose, she was a huntress." Yang said in a depressed tone, "She was like 'super mom', baker of cookies and slayer of evil monsters."

Peter couldn't help but smile at Summer's traits, "Sounds like a super mom to me. What happened to her?"

Yang frowned a bit, "She went on a mission and never came back. Ruby and I were still little."

Peter looked down for a bit as he shifted in his seat. He rubbed his eyes slightly before speaking, "I don't know if I'm right about this, but it sounds like you both got over it."

Yang shrugged, "I guess we kinda did. But like I said we were still young. What about you?"

Peter looked away, "I don't know…I have so little left in my life. MJ, Miles, Aunt May…shit…"

"Swear!" Ruby shouted, getting looks of confusion from everyone, "Sorry, force of habit."

"Peter what's wrong?" Weiss asked

"I've been thinking too much about you guys and Gwen…I feel like I forgot about my Aunt May." Peter replied, "After everyone, I kinda just drifted away from her. Hell, I don't even know where she is. God, I feel terrible."

"Maybe we can help." Yang suggested

Peter shook his head, "No, I appreciate the thought but I can figure that out on my own."

"Offer still stands." Yang offered, "One more thing though. We hope you get some sick pictures of Spider-Man when he comes to Beacon tomorrow."

Peter looked at her confused, "Wait, Spider-Man is gonna be here? At Beacon?"

"Not exactly." Weiss explained, "Ever since Spidey showed up in Vale prior to the semester starting he's gained a lot of popularity. Then came the super Arc with his shield. Some of the teams here created a fan club for quote-un-quote 'superheroes'."

"And I'm the leader!" Ruby shouted, "We asked Jaune if he would show up as a surprise and ask Spidey if he could stop by as well."

"I'm sure Spidey wouldn't mind." Peter muttered, due to the fact that he was Spider-Man, "But how come I don't know anything about this?"

"Maybe it's because you're either A: Hiding in your lab, B: Constantly sending photos to VNN, or C: Just not being anywhere other than class, which sometimes you sleep in." Weiss stated, "What have you been doing?"

Peter gave her a smirk, "It's a secret."

Weiss rolled her eyes, "Just try and get pictures."

With that said, Team RWBY made their way towards the door, each saying either 'see you later' or 'later Pete' before leaving. But before the door could close, Glynda Goodwitch stopped it and entered before shutting the door, all while glaring at Peter. The music playing in the lab felt so low that it seemed it just stopped. Glynda literally felt like someone who would suck the life out of a room.

Peter himself looked surprised to see her, but had a feeling she wasn't here to say 'hi'.

"Glynda." he said, "What brings you here? Does Ozpin need anything?"

"The only reason I'm here Mr. Parker, is to warn you." she growled

"Warn me?" Peter questioned, "Of what? The crisis? The Ghost-Spider?"

"I overheard Team RWBY talking about their little fan club." Glynda stated, "A club I don't not approve of one bit."

"Why's that?"

Glynda glared at the hero through her glasses. To Peter, it was no shocker that she wasn't fond of him or his superhero antics. She made that clear from day one she hated Spider-Man and would rather stop him from going out and swinging across the city, rather than actually teach at Beacon.

To Peter, Team RWBY, Team JNPR, and literally the entire student body at Beacon felt that Glynda's sole job was to keep everyone under her foot and make sure they follow her rules. If one were to break these 'rules', then Glynda would rain hell on them for an eternity.

Of course the one person who kept Glynda at bay was none other than Ozpin, who had a firm leash on her. He seemed to understand her point of view and succeeded in doing his best to keep her tame. But everyone knew that if Glynda got free, everyone would get bitten.

"Because of you." Glynda said to him, "Your double life as Spider-Man has been a bad influence on the students. Now I'll let their little club slide for now, but I don't want to see you or Mr. Arc showing up. If so, I'll reveal your identity to the public."

Peter remained unfazed at her words. He had his fair share of threats, harassment, etc. This was no different, he knew Goodwitch was trying to scare him, and she was failing big time.

Peter stood up as he approached her, "So you came here to threaten me, and talk your heart out about your utter hatred for Spider-Man?"

"Consider this a favor, Mr. Parker." Glynda suggested, "You said you were tired of being Spider-Man the day we found you. Why do you keep fighting if you're tired of it?"

Peter snorted as he shook his head. Glynda then made her way to the door before turning and saying "I'm warning you." before leaving.

It was now evening in Vale. Spider-Man was looking over the city from a rooftop when the US Agent landed nearby. Jaune took off his helmet before clamping his shield onto his back.

"Not happening tonight Spidey." he muttered as he approached the webhead, "Only a few small-time burglars, nothing big. Heck, not even Torchwick."

"What about the Ghost-Spider?" Spidey asked

"Nope. Any luck with the surveillance system?"

Spidey shook his head, "Still hasn't been tripped. How is this guy hiding?"

"If I knew, I would tell you dude." Jaune chuckled lightly as he sat next to Spidey, "Hey listen, uh there's this fan club going on at Beacon. Ruby and the gang are part of it, and they were hoping that-"

"That you and I would show up and surprise everyone." Spidey stated, "Yeah I heard about it. You plan on going?"

"I want to, but Professor Goodwitch tried to persuade me not to go. That or she'll expose me."

"And you believe her?" Spidey asked

"Me? Of course not!" Jaune snorted, "With Ozpin at her side, he'll keep her tame. Also if I don't go, Nora will probably kill me."

Spidey nodded in agreement before looking at him, "Jaune, can I ask you something?"

"You just did." Jaune muttered half jokingly, "Go ahead."

"I've been Spider-Man for the past four years." Spidey said to him, "The one difficult thing I learned about this job, is that you can't save everyone."

"You lost people?" Jaune guessed

"I did." Spidey continued, "I-I'm a hero with no purpose-"

"No, no no you're not." Jaune cut him, "Spidey, you've inspired people. You inspired students at Beacon."

"How can I inspire people if I'm not inspired by myself?" Spidey asked, "I lost someone…"

"Then maybe you need to find closure." Jaune suggested, "Something that can help you come to terms. Like finding the Ghost-Spider."

"Maybe…" Spidey muttered, "There's just something about the Ghost-Spider…It's almost like he haunts me in a way. Stalks me, like an actual ghost. And I don't know why."

"Maybe it's a Spider thing?" Jaune guessed

Spidey chuckled, "Yeah maybe it is. So, I guess we're gonna crash Beacon's superhero fanclub?"

"Oh yeah…" said Jaune as they fist bumped

The day had finally come, as the Beacon courtyard was flooded with students eager to meet both Spider-Man and the US Agent for the first time. Ranging from Team RWBY, Team JNPR (minus Jaune), Team CVFY, even Team CRDL, who were on a good streak as of lately.

"Ugh! Where are they!?" Weiss asked impatient

"Weiss don't rush them." Yang assured, "They'll be here."

"Well I hope one of them gets here soon!" Cardin shouted excitedly, "Meeting a real superhero!"

"Ren! You think Spider-Man can sign my weapon!?" Nora shouted

"You might wanna get in line for that one Nora." Ren said to her

Unknown to them, Spidey and the US Agent were watching from the roof of Beacon's entrance. Spidey was wearing his Iron Spider armor, cause he thought the crowd would like it, all while secretly wearing a new suit he created underneath.

Spidey was deep in thought as looked on.

'Damn, look at them all. Reminds me of the time when Flash founded the Spider-Man fan club during my freshman year. He invited everyone in the school except for me. Then again I ended up showing up as Spider-Man later on. Jaune's right, I should try to inspire them. Maybe they'll give me the closure I need.'

"Ready?" Jaune asked him

"Ready." Spidey replied before he and the US Agent jumped down from the roof. Both landed with Jaune clanging his shield on the ground to break his fall, while Spidey flew a bit and landed next to him.

"Attention huntsmen of Beacon!" Spidey announced, "Your favorite webhead and his sidekick have arrived!"

"Sidekick!?" Jaune shouted knowing he was simply joking, "I'm your partner!"

"SPIDER-MAN!" Ruby shouted, "Hey everyone! They're here!"

The crowd cheered as they started taking autographs and selfies with the two heroes. Some students tried to be daring, and tackle Spider-Man but failed.

Eventually Yang, having had enough of the chaos, fired two rounds from her gauntlets, "EVERYONE QUIET!"

"Thank you Yang." Spidey thanked her before turning towards the crowd, "Why don't we take this inside everyone?!"

"Great idea Spidey!" The US Agent agreed, "Maybe we can show them who's the better hero!"

That last comment got a laugh out of the crowd as they all entered the academy. As they traveled, Spidey and Jaune signed autographs and took selfies with everyone.

"Excuse me, US Agent?" Pyrrha asked, "Could my team and I get a photo? It's for a 'friend'."

Jaune smirked, "Sure, tell him I said hi."

Pyrrha rolled her eyes, knowing who was under the mask before she, Nora, and Ren all piled in and took a photo with him. Meanwhile, Spidey got to meet two of Beacon's professors."

"Spidey, this is Professors Port and Oobleck." Weiss introduced the hero to the two teachers, "They teach Grimm studies and history."

Oobleck then sped forward and stared at Weiss, "Its Doctor Oobleck. I didn't earn the PhD for fun, thank you very much!"

"Greetings Spider-Man!" Port said cordially, "I've heard many stories of your heroics throughout Vale!"

"My pleasure fellas!" Spidey replied, "I have more stories to tell beyond Vale."

"Well, perhaps you should tell me some." Port suggested, "I myself have a few."

"Please Port!" Oobleck scoffed, "Spider-Man would be bored to death by your tall tales!"

Spidey and the gang managed to leave quickly as they continued walking. Signing autographs and taking pictures and selfies as they went. Blake then approached Spidey with a question.

"So Spider-Man, you've heard of Peter Parker?"

"The guy can't get a picture of my good side? Yeah I do!" Spidey replied, "I'm pretty sure he's trying right now to get a better photo of me."

Blake rolled her eyes at Spidey's answer until they all approached the training room.

"Oh! This is the training room!" Ruby shouted, "Professor Goodwitch teaches in here. I don't know where she is though."

"You mean that grouchy old hag who insulted me when she found the two of us in Vale?" Spidey quipped

"Ha! Grouchy!" one student snickered before several erupted into laughter

"She's not exactly the biggest fan of you, Spider-Man." Weiss stated, "Then again, she's not the biggest fan of anything. In fact, she's been a lot grumpier than usual."

"Hey, you learned to like me." Spidey said to her, "I'm sure she'll come around. But I think now's the time for me to reveal something new I've been wearing."

Spidey retracted the Iron Spider armor as it morphed into its backpack form. Turns out Spidey wasn't wearing his classic red and blue suit. Instead he was wearing an all black Spider-Man suit. The lenses, and spider symbol were neon green in color and glowed a bit, and had neon green accents on the arms and feet. The spider symbol was also larger and extended all the way down the legs.

"Ladies, gentleman, and Weiss." Spidey began, "I give to you my brand new stealth suit, or I like to call it: the Big Time Suit! This bad boy can blend light around it and is completely sound absorbent!"

"SO COOL!" Ruby shouted and some people in the crowd had to agree.

"Who wants to help test it out!?" Spidey asked before his Spider sense went off big time (haha pun)

"Spidey sense…" he muttered catching the US Agent's attention

"What's wrong Spidey?" he asked

Spidey's lenses narrowed, "Something big heading this way-HEY!"

"Whoa!"

Both Spider-Man and the US Agent were suddenly suspended in the air by a purple telekinetic bubble. One of which Spidey knew all too well of.

"Oh, you've got to be kidding me!" he hissed

The crowd was suddenly shoved in two by a wave of purple energy as Glynda Goodwitch stormed into the room, riding crop in hand and pointed at Spidey and Jaune.

"Professor, what are you doing!?" Port shouted just as Ozpin entered the room

"Glynda, what is the meaning of this!?"

But Glynda ignored her colleagues and just glared at Spider-Man, "I thought I told you not to step foot on my grounds Spider-Man."

"And I thought I told you that I never listen to superiors!" Spidey retorted, "Seriously it's so boring!"

"Let him go! Let Spider-Man go!"

"Silence!" Glynda hissed, "You remember what I told you if you showed up on Beacon grounds. Now that pathetic mask of yours comes off!"

Before Glynda could approach both heroes, several students got in her way.

"Wanna get to him, you gotta go through us." Coco Adel of Team CVFY stated, already having her weapon at the ready

"Me too."

"Same."

"You gotta go through all of us."

One by one the students got Goodwitch's way, either weapons ready or as a sign of loyalty to the heroes. Port and Oobleck got their own weapons ready, slightly worried at the woman's overly hatred towards Spider-Man.

"See Glynda?" Spidey said to her while still stuck in the air, "This is what heroes do, they inspire and gain loyalty. What do you have?"

"We have POWER!"

Glynda sent a telekinetic wave that sent the heroes, students, and professors flying in various directions. As Spidey got up, he saw a disturbing sight: a blood red gooey substance was beginning to wrap itself around Goodwitch's body, eventually covering it completely in a femine suit of some kind. It was blood red with black veins that formed from the chest, and black hands and feet with sharp claws. Its eyes were big and white and roughly outlined in black that also protruded black veins across the face. Its mouth was black with black sharp teeth and had a blood red tongue eerily similar to the red goo.

"What…the…fu-"

"CARNAGE! DESTROY SPIDER-MAN!"

The monster now named Carnage charged at Spider-Man who luckily managed to dodge the attack. As this was happening, Ozpin regained consciousness and noticed the danger.

"Everyone back to your dorms! Now!" he ordered. Several students did just that and ran off back to their dorms. Others, mainly RWBY and JNPR, stayed behind to fight.

Carnage enlarged its fists and tried to crush Spidey, but the webhead was saved by the US Agent who rammed the front of his shield into the creature, knocking it back. Carnage quickly regained composure but was under fire from Port, who used his shotgun.

"RRRRAAAAAAHHHHH!"

Carnage then formed a whip with its arm and smacked Port across the room. THe creature then jumped at him while forming an ax on its hand, ready to strike, but was kicked to the side by Blake. Carnage then slammed into the wall of the sparring room.

"What the hell is this thing!?" Blake cried

"I don't know!" Jaune shouted, "But what I'm more worried about is what happened to Professor Goodwitch."

"Did this thing eat her!?" Nora guessed

"For all we know, yeah!" said Ruby, "Maybe that thing will eat us too!"

Carnage then got back up and engaged Spider-Man, who dodged one attack before receiving a blow to the gut that sent him flying. Spidey landed on the ground with a thud, while his Iron Spider backpack landed a few feet away from him.

"Hehehehehehe. Detention for ALL of you pathetic children!"

"Ouch, even as a monster, she's still annoying!" Blake quipped

Getting back up, Spidey saw something odd occur, Yang ran up and fired several electric dust rounds at Carnage. The creature screamed in pain as it slowly turned gooey. It back then began to open and Spidey noticed something odd protruding out, it was Glynda.

"This thing…" he muttered, "It seems…familiar…Almost like something I used to wear…no…bond with. Guys! She's not dead, that thing just bonded with her somehow!" Spidey shouted, "Keep hitting her with electric dust!"

"On it Spidey!" Jaune replied as he fired at Carnage with his pistol, Pyrrha jumped in and delivered a slash to its leg and fired several rounds from Milo. Eventually, Carnage became a complete goo ball that Spidey fired web and managed to pull Glynda out of it.

Ozpin then ran over to her and Spidey, "Is she alright!?"

"Unconscious, but fine." Spidey replied

"This thing has to be some kind of Grimm!" Port shouted

"This thing isn't a Grimm at all." Spidey, "It's a symbiote."

"Symbiote…?" Weiss repeated in confusion, "What does that mean?"

"Symbiote are artificially made living organisms." Spidey explained, "In order to survive they bond with other beings. The relationship is considered 'symbiote': the symbiote is power, while the host harnesses that power. But at a big cost."

"What cost might that be?" Jaune asked

"When a symbiote bonds with someone, it not only takes their body, but they're mind too." Spidey continued, "I encountered one before some time ago. It was black and called itself Venom. But Carnage here is on a whole new symbiote level. Anyway we better be careful, Carnage can only survive with a host, so don't let it-Nora! Look out!"

"Huh-GAH!"

Nora was too late to notice as the symbiote latched onto her, and quickly bonded with her body.

"NORA! NO!" Ren shouted

"Hehehehehe…WE'RE QUEEN OF CARNAGE! WE'RE QUEEN OF CARNAGE! HAHAHAHA!"

Carnage, now bonded to Nora, formed a mace with her body and swung it at the heroes. Jaune threw his shield at her, knocking her back before Weiss summoned several time glyphs around the room. The heiress then sped forwards and delivered several fast attacks on the creature's body while jumping off of the glyphs. However Carnage eventually caught her and slammed her into the ground

"Gah!" Weiss grunted

"ARGH! Carnage hates Schnee! Carnage will destroy Weiss Schnee!"

Before Carnage could do anything, Oobleck fired a rocket from his weapon that exploded at Carnage's feet, blowing off several pieces of it in the process. The symbiote then realized its hold on Nora was no longer strong and left its host. Nora, now free from the symbiote, fell to the ground, though Ren caught her in time.

"Nora! Are you ok!?" he asked

"Never…better…" Nora muttered in exhaustion before finally regaining composure, "The symbiote!"

The red goo then made its way towards a still unconscious Goodwitch, seeing her as the only weak one of the bunch. However, Spider took note of this and jumped in the way.

"No!" he shouted as he got in between the symbiote which then latched onto him

"Oh not good…" he muttered

"Spider-Man!" Ozpin shouted as the began to bond with its new host

Glynda then regained consciousness and noticed what had happened, "Oh no."

"Professor! Over here, stay back!" Pyrrha shouted at her before Glynda joined them

Meanwhile, the Iron Spider backpack came to life once the symbiote latched onto Spidey, and flew through the air. F.R.I.D.A.Y. then spoke from the backpack "Warning, Spider-Man has been compromised. Iron Spider Stark protocols have been authorized. Finding a suitable partner."

Armor found a partner in none other than Oobleck. The backpack then latched onto the doctor's back, which startled him. The suit morphed around his body, and his eyesight was now covered by the suit's heads up display.

Port and Ozpin looked at this in shock, but Oobleck.

"Ah! What happened!? Did the symbiote get me!?"

"No, Spider-Man's metal suit is attached to you." Ozpin said to him, "Must've been a security measure."

"Oh." Oobleck muttered before looking at his hands and body through the suit's HUD. He was covered in the hotrod red and shiny gold plating of the Iron Spider armor, "Well this is cool."

"RRRRAAAHHHH!"

"And that isn't…" Port muttered

Everyone turned to look at the now Carnage bonded with Spider-Man. Its look now bore a resemblance to Spidey's classic red and blue suit, only more menacing. The red was now more blood red, while the blue was replaced with black with red veins covering it. Talons came out of its fingers, its eyes were more ragged and menacing, and the mouth was black with black teeth.

"SPIDER-CARNAGE LIVES!"

"S-S-Spider…C-Carnage…?" Ruby muttered fearfully

"Oh this bad…" Weiss added, "Really bad."

"Does anyone have any electric dust on them!?" Jaune shouted

"No, we're all out." Ren answered, "No dust at all."

"But we have Spidey's armor." Oobleck stated, "Maybe this has something that could help us."

Oobleck then opened both palms and aimed them at Carnage, only for nothing to happen.

"Uh…Bart…what are you doing?" Port asked

"What does it look like I'm doing? I'm trying to fire lasers out of this machine!" Oobleck replied as he struggled to operate the armor, "Come on!"

"Well, do something fast, 'cause Spider-Carnage looks hungry!" Nora quipped

"He's not gonna eat us Nora…" Ren said to her, "...Probably."

"Ah, here we go." Oobleck muttered as the suit's systems indicated that repulsors were ready to fire. Just as Carnage was about to charge at them.

"Take this you slimy monster!" Oobleck quipped as he fired two beams at Carnage, sending the creature into the wall opposite them. However Oobleck didn't take note of the repulsor's recoil, and was sent into the wall behind him. Port and the US Agent ran over and helped him onto his feet.

"Bart, are you ok?" Port asked his colleague

"That was amazing!" Oobleck shouted, "This suit is a fine piece of technology!"

"RAH!"

Carnage then got back up and gave a dark laugh at them.

"Well that didn't do anything…" Blake muttered, "Got any other ideas?"

Just as Carnage was about to pounce once more, two webline latched onto the creature's shoulders and pulled him up in the air at full force. Carnage's face then met the bottom of a cyan foot before being kicked into the ground.

As Carnage was knocked back again, a new figure with a slender build landed in the middle of the training room. It was clad in a white and black suit similar to Spider-Man's only slimmer and with a white hood. Black covered the bottom part up until the chest in the front and the upper back in the…well…back. White covered the upper chest, arms and partially around the waist, similar to the red portion on Spider-Man's classic suit. The under arms and inside of the hood were magenta with cyan web detailing, while the mask was white with white lenses and outlined in magenta that narrowed and widened like Spidey's own mask. Cyan soles were clad on the bottom of the feet.

"Is that…"

"...Ghost-Spider?"

Ghost-Spider then charged at Carnage before dodging one of its tentacles by swinging over him and landed on its shoulders. Ghost then webbed Carnage's face and pulled him backward while still on its shoulders.

"Get off him you slimeball!" Ghost-Spider shouted as she pulled Carnage's face backwards.

"Ghost-Spider is a…a girl!?" Nora shouted, "Awesome! It's a Spider-Girl!"

"Woman!" Ghost-Spider corrected her, "Spider-Woman!"

Carnage then managed to grab Ghost-Spider with one of its tentacles and threw her off. Ruby broke her fall via her semblance and brought down safely. The US Agent then threw his shield as it bounced off the corners of the room, hitting Carnage several times before returning to the user's grip. The shield bearer then swung at the symbiote but missed and was grabbed by a tentacle and thrown into Pyrrha and Blake.

Carnage then got a wave of laser blasts from the Iron Spider armor. Oobleck decided to charge in and hold him down, but was instead held down himself. However, F.R.I.D.A.Y., who was secretly helping Oobleck operate the armor, deployed the Iron Spider's mechanical arms and held him up while pushing back at Carnage.

"Hmm, those are new…" Oobleck muttered before the arms pushed him and Carnage forward and slashed at the symbiote's chest. Oobleck then fired two blasts at Carnage, who took both hits before decking Oobleck in the face, sending him flying and landing on the ground next to Ruby and Ghost-Spider.

"Are you ok!?" Ruby asked the heroine

"I'm good." Ghost replied as she and Oobleck got up

"We need to get that thing off of Spider-Man!" Oobleck declared, "We're all out of dust!"

"It's a symbiote! It's vulnerable to fire, electricity, and sound!" Ghost-Spider stated, "I might be able to modify your repulsors in the armor. Is there a place nearby where we can do that?"

"Yes!" Ruby shouted, "Peter's lab is nearby!"

"Peter?" Ghost muttered

"Yeah! Peter Parker!" Ruby answered, "He's my friend! He's super smart! He made tech that doesn't require dust!"

Ghost-Spider raised an eyebrow, "And where's Peter Parker now?"

"It's possible Mr. Parker is helping other students get to safety." Oobleck suggested, "I'm sure he won't mind us using his facility."

Suddenly, Ren was flung next to them, "Go! We'll hold him off!"

"Glynda! Go with them!" Ozpin ordered his colleague

"I'm coming too!" US Agent shouted

Ghost-Spider, Ruby, Jaune, Oobleck, and Goodwitch ran out of the training room as the rest of the group stayed behind to fight Spider-Carnage, who laughed menacingly.

"CARNAGE DESTROY HUNTSMEN!"

The group arrived at the entrance to Peter's lab however the door was locked.

"It's locked!" Ruby said to everyone

Jaune then slammed his shield into the door's hinges before kicking it down, "Not anymore."

Everyone ran inside as Ghost-Spider ran over to a nearby workstation and grabbed several small tools, "Over here, Doc."

Oobleck walked over to the heroine and held his hands out. Ghost carefully removed the plating on the armor's repulsors and began working on them.

"Find anything tech based your friend might have lying around." Ghost barked at Ruby and Goodwitch, who compiled

Jaune then approached Ghost-Spider as she worked on the Iron Spider armor, "Uh, listen, Miss? I know this might be a bad time, but I never got thank you for saving me back in the Forever Fall."

"Heh, don't mention it." Ghost replied, not bothering to look at him as she was too focused on modifying the Iron Spider.

"How did you know there was trouble here anyway?" Jaune then asked

"I was tracking Carnage while in Vale." Ghost explained, "But I lost track of him after he was spotted near Beacon. Then I heard about the super hero club being held here, and realized Carnage was gonna cause trouble."

"Huh, well you see, Spider-Man has been looking for you ever since the Forever Fall." Jaune explained

Ghost's eyes narrowed, "I know, and I'm not interested in talking with him."

Jaune looked surprised, "Why? Do you know him?"

Ghost was silent for a moment, "...No, I don't know him. I just have my own agenda, and I wish to follow it on my own. Spider-Man…is someone just can't speak to…its to complicated."

"Look, I trust Spidey, but I'm not obsessed with finding out who you are. I just help the city." Jaune told her, "I won't get in your way, I promise."

"Thanks." Ghost replied, "Ok Doc, your repulsors should be good."

"The HUD says they've been modified." Oobleck stated, "We should move."

"Hey, we haven't found anything yet!" Ruby told them as she and Glynda approached them, "Peter must've locked his tech away."

"Probably to make sure no one steals it."

Ghost-Spider looked around before noticed several hollow metal construction poles lying nearby, "Wait, those poles can help, we can form a wall of sonic vibrations with them and trap Carnage."

"That should do it!" Oobleck shouted before Goodwitch lifted them with her semblance. As they were leaving, Ghost-Spider noticed the picture of Gwen Stacy on Peter's desk, she looked at it briefly before joining up with her allies.

"GAH!"

Carnage threw Blake and Weiss, knocking both of them to the ground in front of Ozpin and the others. However, before he could attack them both, Ghost-Spider jumped in front of them and held onto long metal construction poles.

"TIme to face the music Carnage!" she quipped before slamming the two poles together, creating loud vibrations that inflicted pain on the symbiote. Still giving off a vibration, Ghost-Spider jammed the poles in the ground, further weakening Carnage and its control over Spider-Man.

"RRRRAAAAAHHHH!"

Oobleck then showed up, now with the Iron Spider flying in the air and firing sonic repulsor blasts onto Carnage. Then using her semblance, Glynda shoved the other poles into the ground, surrounding Carnage in a wall of sonic vibrations. The symbiote tried to flee, but was shoved back inside by either Ruby or Ghost-Spider, while the latter and the US Agent kept on hitting the poles jammed into the ground to further weaken Carnage.

"I see Spidey!" Ruby shouted, "Carnage is losing control!"

"RRRRRAAAAAHHH!"

Ghost-Spider noticed Spider-Man's body within the symbiote and quickly webbed him and started to pull him out, though there was some tension, as Carnage was trying desperately to keep his host.

"Argh, he's stuck!" Ghost shouted before Jaune ran over to help her

"I got you!" he said as Weiss summoned a glyph underneath them to help them keep their feet in place. Oobleck then continued firing sonic blasts at the symbiote. Finally, from the weakness of the Iron Spider, combined with the wall of sonic vibrations, Carnage lost all strength and Spidey was released from the symbiote control. The webhead landed on the front of Ghost-Spider and Jaune, clad in his Big Time suit.

"Spidey!" Ruby shouted as she ran over to help him, "Are you ok!?"

Spider-Man grunted as got back on his feet, "Y-Yeah…I'm alright. You saved my life guys."

"It wasn't just us." Jaune said to him, "We had some help."

Spidey looked confused, "From who?"

Suddenly, his spider-sense went off in a way he hadn't felt before. Instead of a warning, it felt like a sense of kinship and familiarity. Spidey turned around to see Ghost-Spider standing behind him. His lenses widened as did hers. Spidey realized Ghost-Spider was a girl, and he had to admit, her suit was kinda cute…wait what?

"Hi…" he muttered

"Hi…"

"RRRRAAAHHHH!"

"And the moment is ruined." Spidey quipped as everyone set their sights back on Carnage

"The sonic wall is gone!" Weiss shouted, "It's regaining strength!"

The goo began to crawl away towards a nearby vent and slipped through just as everyone was about to follow it.

"It went into the vents!" said Blake

"Your armor says it's gone, sorry Spider-Man." Oobleck said as he landed in front of him before morphing its backpack form and handed it back

"Thank Doc." Spidey thanked him, "Using sonic vibrations to remove the symbiote. Brilliant."

"Oh, it wasn't just us." Ruby spoke up, "Ghost-Spider modified your armor to fire sonic blasts."

"Really?" Spidey muttered, rather impressed, "Speaking of you Ghost-Spider, we need to have nice little-"

Spidey turned in the direction was Ghost-Spider was, only to see that she wasn't there anymore."

"...Talk…" he ended

"Where'd she go?" Weiss muttered

Spidey looked up to see an open window, "Stay here, I'll find her."

Spidey swung up and out of the window and onto the roof. Sure enough, Ghost-Spider was making a run for it. He managed to catch up to her and grabbed her arm.

"Hey wait!" he said, "I just wanna talk."

Ghost shook his arm gently, "I don;t want to, please. Keep me out of this."

"What?" Spidey muttered before continuing, "Look, I-I know this may sound weird to you, but I'm Spider-Man, from-"

"Another universe, I get it." Ghost-Spider cut him, "So am I…well, sort of…"

"Who are you?" Spidey asked her

"Please, I told you I don't want any part of Hydra, Otto, or you Peter." Ghost repeat, this time more annoyed

Spidey stepped back a bit, lenses widened at the very mention of his name, "Y-You…know who I am?"

Ghost-Spider looked down, her lenses were more sad looking, "N-Not exactly…Sorry Spider-Man I c-can help y-you…"

She then jumped off the roof and swung towards Vale, but before before Spidey fired a Spider-Tracer onto her suit.

"Spider-Tracer deployed." F.R.I.D.A.Y. announced as Spidey took off his mask and look on with a look of shock

"She knows who I am…" Peter muttered

It was now nighttime, as several Beacon faculty members were fixing the doors to Peter's lab. Ozpin, Peter, and Glynda were watching.

"I can't believe you guys had to break down the door to my lab." Peter muttered with amusement, "Or that Dr. Oobleck was in the Iron Spider armor."

"Bart handled himself rather well." Ozpin added, "Though I'm surprised that he didn't throw up while flying around."

"Maybe he should try swinging around as Spider-Man." Peter chuckled, "What about you Glynda? After the whole Carnage bonding thing?"

"Fine, thank you." Glynda said to him, "That thing was bonded to me for a day or so, it made me go to you and Me. Arc and threaten you."

"That's what a symbiote does to its host." Peter explained, "It corrupts and brings the worst out of people. But don't blame yourself for it."

"What about the Ghost-Spider?" Glynda then asked curiously, "Did you speak with her?"

Peter frowned, "Not exactly, she got away. But I planted a tracker on her before she got that far. I was gonna look for her tomorrow though, so I got to prepare first."

"Indeed." Ozpin said to her, "But I think you should clear your schedule for the rest of the night."

Peter looked at him funny, "What? Why?"

"Peter!"

Peter turned to see Team RWBY and JNPR walking towards him, "Come on!"

"Why?" he asked, "Where are we going?"

"Out." Weiss answered, "Look, after you told us about Gwen and everything that happened to her and Ben, we want to make it up to you."

"Yeah, we're all going out for dinner." Yang added, "Come on!"

Peter couldn't help but smile, "Thanks guys, this means a lot."

Peter then joined up with them as they all left, leaving Ozpin and Glynda smiling at them. As they walked, Peter was both happy and angry. Happy at RWBY and JNPR of course, but angry at himself. He realized only one person could be responsible for this. Only one person had the knowledge to create metahumans like Molten Man, robots like Mach-IV, and symbiote like Carnage. Only person that knew of Peter's identity and caused immense pain.

'Otto Octavius…' Peter said in his mind, 'You're a dead man.'

Within an alleyway in Vale, Ghost-Spider swung onto the wall before sitting on the building's fire escape. She sighed heavily and sadly before opening her phone that had a picture of herself and Spider-Man. However, Spidey's suit, while red and blue, had a few small design changes. She began to cry softly before taking off her mask, revealing the face of a ghost.

Gwen Stacy.