In Parker Industry May was in a symbiote suit looking like her father's new one minus the spider legs she pulled on the mask, stretching and bending she didn't like it.

Peter just said, "May stop pulling at the symbiote It will leave and then you will be under the New Red Skull's control, he is violating She hulk back side right now with his powers." he declared in horror, Poor Jen.

May jumped, "I will put up with us being Mania and Venom!" she said scared shittless covering her ass.

The current Venom was working on something, "I am seeing how many suits of Guardsman armor we have running, I can put remote control bots in them to Control them as a make shift army, to go with Alicia's Animated golems of us form the good old days." he had good old days in air quotes from the spider legs gaining hands. " Or put some people who can still fit in them like the remnant born in them. he can't control robots. He will think they are robots and ignore them."

In the office was dead pool in a dirty franken-stitched back together suit. With duct tape holding the leg and arm one. As he ran out of sewing thread. It looked like it was a green version of his X-force outfit, stained and dirty with blood dirt and mud. he was using bats as weapons. "So let me get this straight sense you all left me after the caps clone ruined everything. I missed out on being normal now, you going public as a rich business man, signal father silver super hero police man! There is no way we can work out on missing that journey Spidey!"

He was missing an eye lens as one of the spider leg's tips mouth into venom mouth no eyes just mouth and roared. "...Point taken ... " he point to a wet spot, " That's only mostly pee. .." May shivered, "Ok So what are we doing If you can't get those old jail guard uniforms running Again Peter Parker man?" he said dancing around."

Peter man said, "I already gave the plan be to Scott, he got the circus team to join him. I gave them the fish bowl heads old image cubes set to ultron units. Scott's new X-men will look like machines." he said getting ready to move on to animating the suits of armor, that were boot leg iron man suits.

Meanwhile in the circus. Blake was standing with the other show men Dressed in X-men uniforms, the basic was black shirt with yellow x, yellow belt, Black pants, yellow boots and yellow gloves. Just her Charmer and dog face were in the standard. Tower, who was a giant by standard had ant man's old belt to let him be normal sized. He was enjoying it.

The mermaid was swimming through the air with only the top half, double header cut an extra large neck hole for them both to wear the shirt. The image cubes where handed out put on them, making them look like robots.

Cyclopes spoke up, "this is my big chance to make up for what I did as a phoenix host. Listen as the Double header battle master head says the Skull knows he can't control machines or crazy. So the basic plan is to make us look like robots." he used one to turn robotic in looks. " Which means Med head as much as you are going to want to treat wounds save it for after battle. Charmer your constructs have no mind you should be safe to use as many as you can. We most restrain the enemy forces slaves unable to control there own bodies, prisoners within there own bodies screaming for help. As much as it pains us, this is an assassination and riot control. He's train is heading this way. restrain clear a path so one person can kill him. He will be here in a few hours.

Elsewhere the damaged gaurdsman suits were being handed out to team Rwby well the rest of them and Ren. The plan was simple really wear the gutted shells, Look like damaged robots sent out, so skull won't mind control them.

Ruby put on the mask as Craig drove up to them, It was night so he had his flames on, he held ruby's hand, "take my hell mark. use it's power Ruby" Ruby's hand glow under the armor. "you can use it at any time to summon hell fire, Summon lesser demons or take on demonic form. I drove past him on the way to my part of this Demons are immune to his power." Ruby took off the armor suit, "then let's do this."

Yang's eyes widened as a burst of fire hit, Ruby's weapon was now changed a spike coming out on the side opposite the blade. she had goat horns, Cloven feet and had fire around her. Yang said, "THIS BETTER BE A SHORT TERM THING!" Ruby got on the ghost rider bike. The two drove off. The blonde's jaw dropped as Weiss put her helmet on.

Weiss, "Deal with that later, if anything happens she will be safe and sound in hell...dam that was fucked to say." She spoke blinking in shock as she put her own suit on.

Ren held his guns in full armor, "So we are just betting on The rest of my teams magic holly weapons being able to protect their motor control center because they have reverse demon powers?" they nodded.

Within an hour it started screaming for help. Dog face running around using his claws to block strikes and kick them down going for legs immobilize was his mission.

Tower went full size to smash a bridge some where heading on, Knock it down slow the flow. While Charmers snake constructs restrained people in big groups thanks to them being back. Mermaid using a walkie talkie to talk about it. " Red skull is at the train station."

The double header was striking people to knock them out, 'Medical facts to knock people out. " Blake was confusing the controlled by making as many clones as she could. Everything else was working the armor suits plan. The holly weapons working just fine as well.

Mania firing off symbiote bio-mass web nets beside her father Venom, "This is messed up! Don't worry your friendly neighbor hood venom is here to save the day." She said commenting on this. While standing on the side of a wall. She then looked up to See vision leading the iron avengers. Tony wasn't here but Vision had them under his control. It wasn't much as ten half empty states worth of super powered people where being forced to dog pile them.

Mrs. Grimm's Golems weren't doing much better. They were Clay they where Falling quickly, animated but not thinking. They were useless almost as much as the gaurdsmen armors turned robot. Peter wasn't Tony he couldn't write the Ai that powered the iron avengers.

Deadpool was jumping on heads to jump over them ready to smack the new red skull up side the head but he stopped, " ...Your just a kiddo!" Shehulk then punched his gut going right through.

Shehulk said, "one that enslaved me to live out his sick fantasies!" she spoke kicking his left leg knocking it off Deadpool and threw his bat at the Green woman but it broke. "he needs to die to save us, he hasn't ordered anyone to eat sleep or drink they are dying. he is killing thousands"

Deadpool hit the ground throwing his other bat at the kid, "sorry kiddo! but I am hero!" the red Skull side stepped it. hands in his pocket not caring. Till the wind kicked up.

Above was the helicarrier the missing right back corner replaced by chains like bones including the copter blade and fire. Fire. Craig made it his ride! Ruby hang out the Rib cage like cage mess on that corner using her new mark "Let's fuck some shit up!" Summoning mindless three foot tall winged red generic demons to drop. They looked heroic dropping to help them.

The red skull rolled his eyes Snapping, Making gunners on his train fire on the demons. the train thanks to inhuman power had just as much fire power as the airship that came back to life. " Save the with great power speak It didn't work coming form my dad Comet man!"

Deadpool who had half his skull smashed said, "wait...Your benny Beckley...you're killing your dad's ghostly heart!" he called out, "for those of you who don't know a comet was a go to space guy who came back able to read minds and teleport. hasn't done anything in a long time but this is an earth x fanfic so... OUCH MY HEART!" he said as the skull fired off a red energy blast from his hand. "Oh you have mainstream powers too That means ...he has super strength can fly and is super durable.

Ruby jumped down holding her hellfire enchanced magic alien weapon spike down like her old scythe only for the red skull to hold it back, "..Now there is a flaw in your line of thinking, he has no humanity in him, You how ever do!" Ruby saluted eyes widened in horror. Same for Jaune , Nora and pyrrha who came to fight him.

Ruby roared aura shining and broke free to sluggishly attack him to his shock, As did the others. Pyrrha using her semblance to move metal around to try and hit him. He blasted it shocked, "How !" he had she hulk jumped in front to Block Nora's lighting bolt, Making she hulk scream.

Jaune held his blade and slowly moved towards him to fight, he was moving better as he amped himself, "aura, our souls as weapon and armor !we are over riding you!" he said moving more naturally into a swing making the Red Skull fly up only for Jaune to chase. he moved a hand maing his flyers charge at him. " Kill everyone I can't control!" he declared.

deadpool groaned getting up, his leg re grown to bone and ligament, status some muscles same for his two holes in his chest and the corner of his head, letting him hobble like a Zombie. "...I can't kill a kid...You need another crazy man." She hulk then punched her fist through her throat. "...you are lucky you aren't doing this on your own free will green tits! " he said holding his head in place as he hobbled away.

To be continued

Omake

in the chibi verse

Lady deadpool had a microphone walking around with Camera drones, "As you can see the New Red skulls slave army is growing. Jade dragon a.K.A billy conners you just became a slave to the will of the red skull how do you feel!" Green fire hit her, her suit was fire proof so all she could say was, "well there you have it the worlds burning right now under the will of the Red skull, who is just a teenage boy and kid of a super hero. Now Mr. Parker, Slash spider-man slash Venom what are you going to do as avenger leader!

The chibi spider-venom made monster mouths on his spider legs and his mouth and roared. Lady deadpool said, "And there you have it the heroes say we are fucked ladies and gentlemen. We are fucked unless something happens soon. Lady deadpool saying, it's the end of the world!"