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

(Chapter 48: Vytal Festival)

Earlier, the First Night of the Vytal Festival...

"Beacon's computer system's got a virus, and it looks like it's been there for some time now." V.I.C whistled in auto-tune. "I'm no doctor, but I am an artificial intelligence, and I got to say that this virus is pretty nasty."

"How bad is this virus, V.I.C?" Jaune asked. He was still in shock, knowing that right at the center of the table was an honest to god A.I. But that shock was on the back burner as he was more concerned about Beacon.

"Aah, between the dangers of the space odyssey and rise of the machine threats." V.I.C's pixelated face produced a digital sweat drop. "Joking aside, whatever they did, this thing has some extreme potency behind it. I mean, this thing was able to hide behind Beacon's firewall and even get past security scans by Beacon's technicians."

"How far has this virus spread?" Asked a rather calm T'Challa.

"Um, hold on, let me do another run down." V.I.C disappeared, and in his place was a loading screen showing Iron Man in midflight with his repulsor beams at the ready to fire.

"...?" Jaune looked at Whitley with a raised eyebrow.

"...?" Tchalla did the same.

"..." Whitley looked between the two older teens. "...What? I thought a regular loading bar was boring."

Before they could say something, V.I.C came back with more digital sweat drops running down his coded face.

"Yeah, just about everything within Beacon. This virus is some piece of work, and the worst part is that it seems it can jump to even scrolls too."

V.I.C statement made Jaune instinctively grab his scroll to see if Cinder's virus was in his device.

Just as Jaune was inspecting his device, V.I.C started to laugh at some joke he pulled.

"Ah! Ha! Hah! Ha! Ha! As if! The look on your face when you thought that 2-bit spamware could do any more damage while I'm here? Think again! I've been wrecking its digitized coding all day, and now I'm the one behind its security!"

"So," Jaune put his scroll away. "You bypassed the virus?"

"Not just that, Jaune. I'm also using it to spy on Cinder too! She tried to use this thing to spy on Beacon. Well, it seems she wasn't smart enough to think that we might use her tactic against her!"

"For real?! That's amazing, V.I.C!" Jaune smiled at the good news. He knew Cinder planned something, but Jaune wasn't sure what. Jaune also felt that maybe he should ask Qrow the next time he was Spider-Man, yet felt like the drunkard wouldn't be entirely truthful to the vigilante. "What do you have?"

"I got her plans regarding the festival, including Atlas, Amity, and some of our friends." V.I.C's friendly voice became sober. "I don't know why she needs them to be part of her plans, and I can dig further. However, if I search too far, she might notice me. As much as I was making fun of her little virus earlier, Cinder has some pretty decent security. Right now, I'm using the virus as my cover, and if I try to dig further, the firewall protecting more sensitive secrets will tip her off that I'm there."

"That's okay, V.I.C. I think I can solve the rest." Said Whitley, "So far, I can see why her plan involves Atlas, as the General has brought in a lot of military tech to Vale as a show of power from Atlas and also security for the festival. I mean, her virus is probably going to use the robots Atlas brought to attack Vale. It'll not only give her the needed firepower to overwhelm and catch Vale off guard. I'm sure this will also make Atlas look bad to the other kingdoms too. Or maybe she's also trying to use it as a diversion? But that leads to other questions revolving around why they need a diversion. To be honest, I might assume Cinder wants to destroy Vale to have one less kingdom to worry about."

"Maybe not, Whitley," The prince of Wakanda spoke up to also fill in the gaps. "You did tell me that Cinder and her cohorts integrated themselves as students from a different huntsmen school; So that they can blend themselves in with the rest of the student body."

"I wonder how no one questions that Cinder, a full-grown adult, is still a student," Jaune said out of nowhere. "I mean, she's not that young, am I right?"

No one answered his question and continued with discussing Cinder's reason for being at Beacon.

"So maybe it involves the school? The festival is an excellent way to allow them to stay here, and their fake identities as Haven students do give us a hint as they could have quickly chosen to have fake identities as Vale citizens instead." T'Challa pointed out. "Perhaps they do plan to use Atlas military as a diversion."

"But maybe they did that already, remember?" Whitley, V.I.C, and T'Challa looked to Jaune, who had a focused look on him. "The Breach, that was Cinder's first plan, and it almost succeeded too if Spider-Man didn't inform Beacon about what the White Fang was up to."

Suddenly Jaune's eye twitched, remembering a certain memory that happened long ago.

"Qrow," Jaune's lips thinned at finally remembering an essential part of the giant puzzle they are trying to solve. "He's a teacher from Signal but he's at Beacon. He seemed like he might know more about why Cinder is here but didn't tell much to Spider-Man."

'Kind of wish I asked Qrow more about what he knew. Only instead, I just assumed everything was done and didn't try to dig deeper.'

"Before we get any further, I think we should maybe recap what we talked about first. That way, all of us can understand the evidence and not get lost. Agreed?"

The Schnee and the prince nodded at Jaune's idea and stayed quiet to show that Jaune still their attention.

"Okay, Cinder and her crew arrived in Beacon as students from Haven. A few months after that, the Breach happened, which was caused by the White Fang having planted bombs around the kingdom. She could have used that chance to do something involving the school, only she didn't and fought back against the Grimm. That makes me think that she knew Qrow was on to her and decided to change plans."

Jaune went over through his mind in hopes that a specific memory can fill in the gap before snapping his fingers.

"The dance, it happened before the Breach started. Spider-Man told me that he encountered some weird girl dressed up like a cat trying to sneak in. Black Cat was her name, and she must have planted something in the CCT!"

"The virus most likely," V.I.C said to everyone. "The timing fits about right. It would also explain why Cinder still acted like a Haven student instead of attacking Beacon from the inside. Cinder must have realized that the Breach was a bust or wasn't worth the risk since Atlas arrived."

Nodding his head, Jaune continued his explanation.

"This brings me to another factor as to why Cinder chose the festival. Atlas, the most developed kingdom and heavy on military might, was probably a high target to use. After all, a group of terrorists sounds bad, but when an entire fleet of a foreign kingdom shows up with legions of robots? Now that is something that can escalate tensions between kingdoms. So, Cinder scrapped using the Breach and is now using the festival as her next big plan. We know the virus will be one of the key factors as it'll infect Atlas drones to attack everyone."

"Yeah, yeah, we got all that, but what about Amity? And our friends?" Whitley asked Jaune. "You think they're planning to sabotage the fights? I mean, they are participating since they allegedly came from Haven."

"Most definitely. The festival will be full of different people from the other kingdoms. She might use the rounds to sew disorder and cause people to emit negative emotions. Amity has a hard-light dome to protect itself and keeps people safe, but maybe Cinder will use it as a cage trapping people inside? Not to mention using Atlas weapons to attack Vale and the fights to cause people to get riled sounds like one giant firework to signal every grimm out there to show up. It sounds like a far better plan compared to where her first idea had a train crash underneath Vale."

"Yet that still does not explain why Cinder would go to such lengths." The prince said. "It would seem to me that Beacon itself is the reason, but what it holds still eludes us. V.I.C, have you looked over the school's schematics?"

"Already did that, Princely." V.I.C showed the boys Beacon's layout. "Everything from the teacher's lounge to the classrooms, they're all 100% normal. I even went as far in checking the dorms too, and they came back clean too."

"Then what Cinder is trying to get from Beacon can wait. Where our focus should be now is how we are to proceed in apprehending Cinder." The prince concluded. "Perhaps inform the authorities? Whitley, maybe you can tell your sister? She does work directly under the General."

"No," Before Whitley can talk, both the prince and the young Schnee looked at Jaune. "Spider-Man told them about the Breach, and things still went wrong. If we jump the gun now, then Cinder might escape giving us no leads as to why she is doing all this in the first place. Right now, I think it's best to let Cinder think she's in control of everything. Give her some time, and when she springs her plan, that's when we set ours."

"Does that mean you are also planning to use Beacon, Atlas, and our friends as bait, Jaune?" Whitley asked his friend. He didn't sound mad, but at the same time, he wasn't happy either. "Now, I'm not saying we should outright tell them. I mean, my sister and my friends are taking part in the festival. We should at least warn them."

"And they would be in more danger if they know what's happening, Whitley. Do you think telling them would make any difference? I'm serious, Whitley. You know how dangerous these people are and how easy it was for them to set up the Breach and still walk in the day as if nothing happened. Heck, I don't want to tell Ruby and her team because they might tell Qrow who'll tell the Headmaster. And we all know Cinder is already keeping her eyes on them, so I think the best way to handle this is to let the course run through."

Whitley still looked conflicted about the idea, and he also didn't voice his agreement on the topic. Both Jaune and Whitley looked at each other, expecting one of them to rescind their choice, only for Tchalla to break the tie.

"I agree with Jaune. We have already uncovered most of her plans, and she does not expect us to be the ones to foil her schemes. Letting her focus elsewhere while we set up her downfall seems to be the best decision."

Seeing as it was two against one on this topic, Whitley just nodded his in agreement.

"Ok then, if that's settled, all we can do now is keep an eye on everything until the things get started."

"Before we end this, I would like to go back and ask about Cinder's desire for picking Beacon. If we do stop the robots and Grimm, what should we do when we meet Cinder?"

Jaune was quiet for a second before giving the prince his answer.

"I don't know, but I'll ask Spider-Man after this. I'm sure he'll know what to do when we get to that part."

Back in the present, our heroes Spider-Man, Iron Man, Ant-Man, Wasp, and Black Panther are battling against the forces of evil attacking Vale.

Thanks to V.I.C handling the droids, the heroes had one less thing to worry about: which they can now focus on helping the civilians evacuate from the academy.

Seeing how she has just lost a good portion of her plan, which the robots are still standing static due to them rebooting, gave them the needed time to group up and follow Spider-Man's orders.

How they made their entrance was unique to him as both Ant-Man and Wasp made their entrance via a swarm of flying insects. As the swarm buzzed around Spider-Man and Iron Man, both Wasp and Ant-Man regrew in their full sizes.

"We're here!" Said Ant-Man. "Spider-Man! Good to see you, Sir!"

"Uh," Jaune winced underneath his mask when Ant-Man said that to him. It was weird hearing that as Jaune should say 'Sir' to Ant-Man, he was the actual adult and not Spider-Man, to begin with. "You as well, Ant-Man. I'm glad I can see you, but I kind of wished it was in better circumstances."

Ant-Man nodded at what Spider-Man said and finally registered that Iron Man was standing right next to Spider-Man.

"Holy cow, your Iron Man!" Screamed the ant-themed hero, only for Wasp to smack the back of his helmet.

"Quit your fanboying; we have a job to do." Said Wasp. "It's good to meet you two finally. I'm Wasp. Don't worry about Black Panther. He's on his way right now."

And like she said, Black Panther did arrive by dropping in on them unannounced.

"Woah!?" The shrinking hero took a step back in surprise, and Wasp, who had her arms raised out of reflex.

"Forgive my tardiness, my friends." Prince Tchalla, also known as Black Panther, raised back up to show his proper height. "I had ordered my guards to assist in helping take the people away from danger, but I fear we still have too many to save and too little assistance."

'So this is what Tchalla looks like in his hero costume.' His sleek all-black suit adorned with several lines of silver traced around his body gave Black Panther both the appearance of power and regal presence at the same time. 'Man, I guess it really does have benefits being royalty.'

"Good, you guys made it." Spider-Man looked at each hero in front of him before taking the situation around him. "As much as I want to find Cinder, the people who are here need our help the most. So, we need to help them get far away from Beacon as soon as possible."

"And the dome?" Asked Wasp, who almost shares the same design as Ant-Man only with hers, yellow and black with wings depicting her namesake. "We can't just ignore the people trapped in there too."

"As much as I want to go up there, I think Spider-Man has a good point. Getting people who're on the ground away from all this mayhem will lessen the chances of them getting mixed up in all this when things go south." Said Iron Man. "For now, I think it's better to let them stay inside Amity. It's defended by hard-lite to keep away flying Grimm, so they are relatively safe."

Their group talk ended when the rise in shouting caused the recently formed team to focus on the task at hand.

Spider-Man jumped high in the air and landed on top of an abandoned food stand. "Talking aside, we need to get these people out of here quickly!"

Looking above in the sky, Spider-Man gazed at Amity for a brief moment and soon looked forward to the destruction in front of him.

'I'm sorry, everyone. But please wait a little longer until we get things under control down here!'

"Don't forget to contact me for help in case things get complicated!" With a giant leap into the air, Spider-Man soon started to web swing. "Now, let's go!"

"RIGHT!" Everyone screamed in unison and soon embarked on their first mission together.

Inside Amity, the staff of Beacon that was trapped was able to calm the civilians and the students down. But an air of fear still lingered as everyone could hear the shrill screams of nevermore and griffins flying around them.

Everyone was on edge, but it wasn't all bad as they could watch on the jumbo screens to see what was happening outside the coliseum.

It was a horrifying sight to see death happening almost everywhere in Vale. Yet, witnessing Spider-Man and other masked heroes show up to save the day made everyone watching feel something inside.

It was, it was, it was as if instead of watching the natural world turning to hell, everyone, both young and old, were watching a movie where the superheroes arrive to save the day.

Some would say that the comparison of real life to a kid's fantasy is idiotic.

And yet, looking at all this gave those watching a nostalgic feeling.

The screen displayed Spider-Man saving a family of 3 from a large Nevermore that decided to eat on land rather than in the sky was better.

"Go! Now! There should still be some carriers waiting for more evacuees!"

"Thank you, Spider-Man!" The husband and wife said at the same time and took their child as away from the danger.

As Spider-Man watched the family leave, he soon took a step to the right to avoid the giant bird's beak from impaling him.

Spider-Man then shot several webbing at the monster's wings, causing it to no longer fly, then performed a powerful axe kick strong enough to shatter the grim's skill!

The screen soon changed to another hero, Iron Man, flying for a better view below and support his friends by attacking any grimm who get too close to the school.

Energy beams shot out of Iron Man's palms, hitting any monster that came his way, leaving a giant hole in them before turning into dust.

His speed was too fast for any of the winged grimm to dodge, and not even their numbers slowed him down as he continued to give air support to his friends.

Iron Man soon stopped flying and allowed gravity to push him down to Remnant. The reason why Iron Man stopped was cause he spotted a child being protected by his father from a griffon.

Landing feet first, his iron-plated boots skidded against the cement floor, leaving behind a trail of sparks. Once more, opening his palms to have them facing the griffon, Iron Man's gauntlets shined bright before firing.

*FWOOO-BOOM! BOOM!*

Only half of the griffon remained as the top half of its body was now gone!

"Keep moving!" Iron Man's metallic voice gave the father the needed boost to run away from the mayhem. "Don't stop until you make it to the safe zone! Follow the arrows. They'll lead you to safety!"

Those were Iron Man's finals words before flying back into the sky, leaving the two alone.

The father was confused about what Iron Man said, but he understood what Iron Man meant by following the arrows when he looked up.

In the air were swarms of flying wasps that took to shape of an arrow to help civilians to the safe zone. Those who were not hurt did so with haste, and other civilians helped those too injured to walk by themselves.

There were civilians too old to run, but luckily Ant-Man and Wasp thought ahead and used their extraordinary powers to elevate the elder.

"Here you go, ma'am," Ant-Man gently placed an old woman atop a giant soldier ant. "Ok, Antonio, your good to go!"

The ant named 'Antonio' marched forward, following in step with other giant ants carrying those too old and severely injured.

Once again, the giant monitors change perspective, and what was showing was another part of Beacon where droves of civilians lined up and waited for transport to arrive and take them away.

With so many people in one area, it should have been a hot spot for grimm to swoop in and take them without any effort.

One young nevermore thought that and tried to swoop in to grab a young woman who strayed too far from the line-up. Its talons were able to hold her and prepared to take flight once again to eat in the air.

*SHNK! SHNK!*

Only for the winged beast to be ripped to shreds by Black Panther's vibranium claws!

Cathing the young woman in his arms, Black Panther gently set her down and began shouting orders.

"Do not let these monsters come any further!" He shouted with a tone of authority that can only be born from royalty. "Soldiers of Atlas! And Guards of Vale! If this is a festival to celebrate unity, then show the people action and not just words! This day shall be a reminder that we will never go quietly into the night!"

The Atlesian soldiers did not know who he was to give out such orders to them, and neither did Vale's police force. Yet hearing Black Panther's commanding voice resonated within them to follow his words and push their determination even further.

"WHOOOO!" Surprisingly, someone whooped in excitement at watching all of this. "Go, Spider-Man!"

The stranger's words echoed in the coliseum as everyone else was watching in silence.

"Go! Iron Man!" Someone else screamed out in encouragement, but this one decided to stand up. "Your awesome, Iron Man."

It seemed that seeing how Vale was fighting back against the monsters alongside superheroes gave everyone in Amity the need to stand up and cheer for their success.

"You can do it! Spider-Man!"

"Win this! Iron Man!"

"Thank you! Ant-Man! Wasp!"

"Thank you for saving my friends and family! Black Panther!"

What was once the negative emotions of despair, confusion, and fear turned into feelings of courage, happiness, and will.

Above all, everyone watching shared the same unspoken agreement that what they are witnessing might as well be a movie. It was mind-blowing to know that superheroes can exist, and saving the day in their hour of need only brought more positivity. For a moment, the people in Amity forgot that they're trapped in a floating stadium surrounded by flying grimm.

Only for them to remember that everything is far from fine when Atlas's flagship started to fire at them out of nowhere.

'And everything was going so smoothly too.' Spider-Man looked up at the sky, seeing Amity getting attacked by not just grimm but by Atlas too! 'This can't be right. I thought Iron Man took care of ships!'

"What the hell!" Iron Man screamed when he landed next to Spider-Man. "That wasn't supposed to happen at all! The ship was supposed to be 100% clean from any cyber-attacks! V.I.C!"

"Already tried to check it out." Replied V.I.C. "And I hate to say this, but I can't get control of the ship anymore!"

"Cinder!" Spider-Man spoke with disdain when saying her name out loud. "How's the status on evacuation attempts, everyone?"

"Ant-Man and I are still scouting for more people, but so far, it seems like we got all of them." Wasp Said. "I'm still sending out my wasps to inform me if they find more just in case."

"I am sorry to report that evac will not continue at this rate." Black Panther's tone was dejected. "We can't afford to let civilians get into bullheads if that ship guns them down, and we can't get any more bullheads at Beacon either. We need to stop that ship, or else people will soon revert to panic, which in turn will set the grimm off even more!"

"Speaking about grimm, the only thing we have to worry about are the flying ones. Vale's military is holding firm, and the Atlas soldiers who aren't robots are helping keep the rest of the grimm from breaking down the walls too. If I can make my way up the ship, I can set up a device I made to the flagship and use it to repel the grimm!"

"You have a thing for that?" Ant-Man asked in confusion. "How long will it take for you to do that?"

"I can guestimate around 20 minutes, give or take. That or I might just get gunned down too." Iron Man answered.

"Is that even a word?"

"Just roll with it, Ant-Man. I'm going with you. Ant-Man, Wasp, and Black Panther. I need you guys to check inside the academy to ensure there is no one inside the building."

"Got it."

"Count on us!"

"Understood."

The three heroes soon ran to Beacon to check inside, leaving only Iron Man and Spider-Man.

"Looks like we're going inside a giant flying ship again, Spider-Man." Iron hero was referring to the time they infiltrated A.I.M when they first met. "Are you sure you want to go? It would make more sense if Wasp came since she can fly."

"She and Ant-Man need to be here since their powers help get more civilians out of danger." After saying that, Spider-Man shot a web line onto Iron Man's back. "Shall we?"

"Ok then," Repulser jets flaring beneath his feet, Iron Man launched into the air with Spider-Man hanging by a thread as they make their way to the flagship. "Oh yeah, I almost forgot. Please make sure you hold in your vomit until we make it up there, please?"

"Hm!" Spider-Man could only grunt in acknowledgment as he was trying his best to keep his mouth shut.

"Thank you!"

Spider-Man did as he was promised and held in his lunch until finally arriving on the ship. Where he immediately lifted his mask and threw up over said ship.

"Blegh!" The chunky vomit spewed out of Spider-Man's mouth and cascaded into the air. "Oh, God! Why did I think this was a good idea?!"

"You good yet?" Asked his friend, who was looking around to make sure no grimm would attack them.

"Yeah," Taking in a few gulps of air, Spider-Man brought his mask back down and seemed better after throwing up. "I think I got it all out of my system. Now, where should we start?"

"The bridge is where we should go. I can link my invention that will cause the grimm to flee. But we should also be worried about who is controlling the said ship as they might be there to-"

Spider-Man felt a tingle from the back of his skull, and upon reflex, tackled Iron Man to the ground.

"Oof!" Iron grunted at the sudden pounce and was about to ask why Spider-Man did it only to have his answer in the form of an explosion.

(Ka-BOOM!)

The explosion sent a gust of wind and bits of shrapnel everywhere! Some of the pieces of metal landed on Iron Man, receiving some scratches. However, Spider-Man was a different case as his costume was now sporting small tears left behind by the debris. With some tears showing some of his skin that was now producing minor cuts.

"You good?" Asked Spider-Man as he lifted himself up and then helped Iron back on his feet.

"Yeah, thanks for the save, Spider-Man."

The webhead only nodded and soon turned his head when he heard a familiar voice.

"Well, look who decided to show up!" Roman Torhwick announced himself to Iron Man and Spider-Man. In his hands, Roman was using a large missile launcher that was twice the man's size. "Came up here to get a better view of Hell on Remnant? Well, don't worry, it's going to get worse!"

"Roman!" Spider-Man could tell how much hate within Iron Man's voice there is, even with Iron Man's natural voice hidden behind a synthesizer. "How are you free?! The ship is full of armed soldiers, so there's no way you fought your way up to here!"

"Did you forget who I am? I'm Roman F**king Torchwick! I can get out of any situation." Roman said while he also lifted the large missile launcher. "Plus, it was freakin easy to get inside this place's armory too! I mean, come on! I know there is a thing called 'excessive force,' but Atlas truly takes the cake!"

To prove his point, Roman stopped talking and proceeded to fire a barrage of missiles heading straight at Spider-Man and Iron Man!

The armored hero stayed his ground, lifted his arms, and the palms of his hand started to shoot down the rockets! Each rocket hit exploded in mid-air, causing small shock waves that interrupted other missiles close by and making them explode too.

Spider-Man had a different approach by choosing to run straight toward Roman! Not once slowing down when missiles were raining down on him. He dodged the attacks and shot webbing to some closer rockets to veer them off course and hit other missiles. As the hero was getting closer to Roman, the crime lord aimed his missile launcher at Spider-Man and fired an entire payload at the webhead.

Each explosive hit the mark, and Roman waited for the smoke to disappear and expected to see a red smear.

But when the smoke finally rose, a red smear did not appear, but Spider-Man perfectly fine surrounded by a dome of bright cyan-colored webbing!

"WHAT?!" Roman yelled.

"Hard-lite Webbing!" Spider-Man yelled with a smug tone. "Something I made just in case I ever had to deal with explosions. The first time we met gave me the idea, so I should be thanking you. An enemy truly does bring the best out of me!"

No sooner did Spider-Man finish talking did the hard-lite webbing finally broke from the abuse it received. And when the barrier was gone did Spider-Man resumed his mad dash to Roman.

"Why you!" Again did Roman try to fire, but Spider-Man was too fast for the villain to react in time as Spider-Man landed a kick right in Roman's chest.

"Aah!" The force behind the kick sent Roman off his feet and landing on his back.

As Roman was still on his back, Iron Man used this opportunity to fly into the air and flew past Spider-Man and Roman.

"I need to head to the bridge to get this ship under our control!" Iron Man shouted.

"Then go!" The webhead shot a web line at the missile launcher, pulled the rope, and used his super strength to fling the weapon off the ship. "Don't worry about me! I'll catch up! Now go!"

Iron Man nodded his head before resuming his flight leaving only Roman and Spider-Man.

"Hrm!" Roman attempted to get up and fight Spider-Man, only for his body to be ensnared by the hero's webbing leaving Roman in a web cocoon. "Ugh! Dammit!"

"Wow," Spider-Man relaxed his shoulders and tilted his head to the right. "Ok, um," Spider-Man clicked his tongue underneath his mask. "This was pretty easy. Maybe Iron Man should have waited after all."

Suddenly, Spider-Man felt a slight tremor beneath his feet, and that minor disturbance was all he needed to avoid an attack that came from below!

"Wait a minute!" The attack that Spider-Man avoided was a massive spike made of sand that soon morphed into a giant hammer! "Sandman is here too!?"

Dodging the hammer, Spider-Man performed several backflips when more attacks came from beneath him. The spider hero then stopped moving and went down to his stomach to avoid a giant swing from the hammer that tried to knock his block off.

"Can't stay like this forever! Sandman has a good advantage with so much open space," Thant's when Spider-Man's compound lenses landed on the cocoon that held Roman. 'I can use Roman as bait to lure Sandman out in the open! Maybe talk him out of attacking me and helping us getting rid of the grimm?'

He used his agility, speed, and spider sense to evade every attack that came his way. And when he reached the Roman wrap, the sand attacks soon stopped.

"Sandman!" Spider-Man screamed loud enough in hopes that the sand villain could hear him. "I don't know how you got here, but you and Roman are going back to prison. There's no way you can get your boss and try to fight me at the same time, so how about we solve this peacefully?"

'Come one, Sandman.' Spider-Man begged internally. 'Please, show yourself and think things through! Don't fight me and help us instead!'

Spider-Man's prayer went answered when sand erupted from inside the ship, and from the sand emerged Flint Marko, who was now sporting a green suit.

'Well, someone is moving up in the world.' The hero thought to himself. "You know, I feel like it was just yesterday when we met, but that last time was when you tried to kill my friend and me. I also remember we beat you too."

Sandman rasied his arms. "Vale is in a middle of a crisis, and here you are trying to crack a joke?"

"It was not a joke, more like a callback to our last tussle." Sand Man was halfway morphing his arms into a hammer and saw only to stop when Spider-Man lifted the captured Roman in front of him. "But even if I was joking, I want to know why you are doing this? Vale is in danger and needs Atlas for support, and all you guys are doing is making it worse! Please, for your interest, stop fighting and let Iron Man and I take control of the ship."

"And if I don't?"

'Man,' Spider-Man let out a groan. 'I hate it when bad guys say things like that!'

"Please," Spider-Man felt heat rise in his chest but held it all in. "Don't do something stupid! Even when you have so much open space, your still one person, and Roman is already captured. Again!"

"Heh," Sandman had a smirk on his face. "You see, that's where you're wrong. I'm not the same as last time, Spider-Man."

"Oh, I don't like how confident he's acting." Spider-Man's skull gave the same tingling feeling whenever danger is around him. 'Sandman is right in front of me, and I don't feel any movement below me, so what is the danger?'

The danger was the cacoon as it exploded from the inside!

"Sand!?" Spider-Man said before his entire body was engulfed in sediment. 'I can't move! The sand! It's harder to break free!'

"Oh yeah! I know you can't hear me, but I also wanted to say that I don't need help handling you! As a matter of fact, I think the one who needed help the most is you!"

As Spider-Man was fighting Sandman from the outside, Iron Man dealt with his problem from the ship's inside.

"Come on! Just go away already!" Screamed Iron Man as he blasted another Sand golem into smithereens, only to have two more show up!

"There's no end to these creeps!" Blasting the two newly formed golems, Iron Man used the opening and flew past them.

"The entire ship is full of sand!" It was already odd to see no one inside the ship when Iron Man entered, but seeing the inside of the vessel being overrun with sand gave him an idea of what happened to the crew. "No, there's no way Sandman could kill of them. Maybe he has them somewhere in the ship as bargaining chips! I want to find them, but I can't do that with-"

Iron Man weaved around several sand spikes that tried to attack him while he was flying.

"So much sand everywhere! There should be an emergency valve that releases the water throughout the ship! V.I.C!"

"You need to go down five more levels to where the emergency water discharge valve is!" His A.I. companion said to him in a worried tone. "I can only give you the map and the directions, dude! I can't control this ship until we make it to the bridge, so you have to fight your way for the time being."

Iron Man stopped his flying and was now hovering in the air. Taking a moment and then soon aiming his gauntlets down at the floor.

"Don't need to fight," Iron Man's repulser beams bored a hold right to the next floor, giving him a new entrance to follow. "I'll just make my exit here!"

Back on top of the ship, Sandman remained unmoving while the sand that was encasing Spider-Man kept getting smaller and smaller.

'By now, Spider-Man should be a ball of meat now that the sand has been constricting him.' Flint Marko looked down to his feet. 'Iron Man could pose a problem, though. My sand golems should buy me enough time to shift my consciousness to where Iron Man is. And Neo should still have enough time to set this ship off course soon.'

(Rumble! Rumble!)

The sand coffin that was holding Spider-Man exploded as Spider-Man, who was now sporting some more wounds and an even more ruined suit, walked away from the sand.

"Your alive?" Sandman couldn't help but be a little impressed at Spider-Man for forcing his way out. "That little trick I did is strong enough to compact a car. And you just brute strength your way out of it."

"Hm!" A crack from Spider-Man's neck was the only answer he gave to Sandman. His cracked compound lenses, shaky posture, and bloody wounds gave Sandman the appearance that Spider-Man was too tired to fight.

"And all that effort to break free is wasted." More sand surrounded Sandman, and soon, both his arms became spiked maces. "You really should have stayed in that coffin."

Spider-Man's shaky form gave Sandman the go-head to attack before the hero could strike. When Sandman brought down both arms simultaneously, the sand monster did not expect what came next.

The Spider hero brought both fists to face against Sandman's attack, and when they connected, Spider-Man's fists tour through the sand!

"How?!" Asked Sandman from the surprise power Spider-Man still has. 'He broke through my attack?! How much strength does this guy still have?!'

Spider-Man rushed at Sandman to attack directly, and Sandman's instincts told him to defend himself.

Something wasn't right, as Sandman's arms were not responding to his thoughts. 'My arms! Something is wrong with my arms!'

His defense non-existent, and Spider-Man, now close enough to attack directly, Sandman commanded a wall of sand between himself and Spider-Man. Not finished yet, Flint Marko willed more sand to come to his aid and buy him some time to find out why his arms are not responding.

"What is this?" Upon closer inspection, Sandman can see that his once sand arms had burn marks on them, and when he tried to command his arms to morph, they remained unresponsive. "Doesn't matter! I need to keep my distance and make sure Spider-Man doesn't hit me again!"

Sandman's arms were removed from the shoulder and were replaced with a new set of components. Looking back down, Flint can see that the arms he dropped shattered upon hitting the floor.

"Just what the hell did he do?"

"RAAAH!" Spider-Man punched the last sand wall in his way, and just like the previous wall he hit, the sand did not shift or reshape itself.

'Just keep it up, Jaune.' Spider-Man dashed towards Sandman, who seemed to have recovered from the attack. 'Don't give him time to realize what you're doing!'

Sandman fired a stream of sand at the hero, trying to slow Spider-Man down. While firing a large stream of sand at Spider-Man, Sandman also morphed his lower have into a pillar of sand and pushed himself further away.

Using his web-shooters, Spider-Man used his ice webbing to freeze the sand, turning the sand stream into an ice pillar for him to use the pillar as a walkway leading to Sandman.

Seeing Spider-Man using his frozen sand, Flint severed his arms and saw that the recently made ice was starting to break now that it did not have the support it needed.

The ice now falling, Spider-Man jumped in the last second, and while he was in the air, fired several ice webs into Sandman's lower half. Within seconds ice began to freeze the villain leaving Sandman no choice but to leave his bottom half before being completely frozen.

Falling did no damage thanks to being made of sediment, and he was going to command the sand that was in the ship to form into a body.

(TWIP! TWIP!)

Two web lines were between Sandman, and in the moment of Sandman's hesitation, Spider-Man pulled the web line's elasticity to catapult right at Sandman.

'Now! Before he reforms!' Spider-Man's right fist went into an open palm and stabbed Sandman!

Sandman was confused as to why Spider-Man did that and was going to trap Spider-Man's hand only to scream when he felt burning.

"AAAHHHH!" Sandman shouted from the pain. It felt alien to him since most attacks don't affect him. Yet this sensation Flint was having made the villain wish for it to stop! "Get off me! GRAAAH!"

Spider-Man didn't listen to Sandman's request, only adding more to the pain by stabbing his other hand into Sandman's torso.

Flint wanted to command his power over the sand to push Spider-Man off, yet the burning pain clouded his mind ruining his concentration.

'Come one!' Spider-Man can see that Sandman's body was beginning to change. 'If I can heat the sand further, then he won't be able to shapeshift!'

The process started to take effect with the bottom half of Sandman already changing thanks to the air cooling the heated sand into glass.

Feeling that Spider-man did enough damage, the hero removed his hands away from Sandman's damaged body and talked through gritted teeth.

"This is insane, Sandman." The spider hero pointed his right-hand finger at the monster-filled sky. "Everything is getting destroyed, Vale is getting destroyed, and you chose to help Cinder to do all this?!"

Everything was going so well too. Spider-Man and his friends had everyone and everything under control! People put their trust in them to save Vale, only to have their faith turn back into fear!

"Why? Why did you do this?!" He asked in both rage and sadness in his tone.

The half sand half glassed villain let out a small laugh.

"Vale?" Sandman didn't look at Spider-Man as he talked, only just staring at the sky with a look of defeat. "What the hell did this city do for me? This place takes away things and is merciless. I knew I wouldn't amount to anything, but I-"

Sandman looked like he was about to cry yet couldn't.

"I wanted to be something more! To become better than when I was just a simple thug! To have everything I never had!"

'To give it all to my daughter!'

"I know what I did is wrong, but what other choice do I have? Look at me?" The sand monster looked down at his body. "Do you think I have a choice with who I am? People will see me as a monster, and Vale would want to lock me up and see how I even function. Is it wrong for me to use what was given to me? I didn't ask for this, but it's my choice how I use it!"

Spider-Man was grateful his mask wasn't shredded. Otherwise, Sandman would see Jaune's face had a look of conflicted feelings.

What Sandman said made Jaune see someone else who had dreams of being something more significant. Someone whose dreams were shredded by reality once coming to Vale and someone who also got struck with extraordinary powers that made him special.

'He's like me.' Spider-Man couldn't look at Sandman any longer and looked away. 'He and I got these powers from someone using Norman's company for weird experiments. The difference is that I was lucky to have people to pick me back up and support me. I wonder if I didn't meet Uncle Ben and Aunt May, would I be like Sandman?'

That question lingered in Spider-Man's head at the idea of such a path that could have happened.

"Your right that it's not wrong to try and be more than what you already are." All the tension left Spider-Man's body and crouched down next to Sandman. "Vale can be a wrong place sometimes, and it makes us feel insignificant when we're a sea of other people. But I'm afraid I have to disagree with you about using your powers to do something as heinous as this."

Spider-Man let out a long sigh, fatigue starting to set in him.

"Just stop all this, Sandman. Everything is already terrible, so don't make it even worse. Please, just stop."

"Ah," Resistance was something Flint Marko wanted to do before laying his head back down on the cold surface of the ship. "Yeah, I think your right. I should stop."

A moment of peace emerged in Spider-Man for getting Sandman to stand down. The fight put more work than he thought, and the spider vigilante knew that if the conflict continued, he would have no choice but to turn Sandman into a glass sculpture to stop the rampage.

"Thank you, Sandman." Following Sandman's example, Spider-Man sat down on the ship to get a short rest.

"Oh? You think that I stopped fighting that it's over?" Asked Sandman.

Without warning, the ship once again fired at Amity, and the hard-lite shield protecting/imprisoning the floating stadium was destroyed.

"Sandman," Spidey's voice sounded hollow. "What did you do now?"

"I didn't," Sandman didn't laugh at Spider-Man for his gullibility or at Amity getting invaded by griffons and nevermore. All the sand monster did was continue to stare at the night sky. "My compatriot did that. I was only holding the crew hostage and keep you two busy. Honest. And seeing as my friend was able to fire a shot shows that I did my part to the letter."

"Crap!" Getting back on his feet, Spider-Man attempted to call Iron man to no avail. "The communication must be broken!"

Now, no longer playing nice, The spider hero lifted Sandman's torso up and shook him violently. "Tell your friend to stop! People are going to die in that stadium because of you!"

"You think firing at Amity was the final part nail in the coffin for Vale?" At this point, Sandman only smiled at Spider-Man, no longer scared of what comes next. "No, Spider-Man, all the chaos that's happening right now is only the signal, and Amity was the dinner bell."

Spidey doon dropped Sandman and clutched his head in when all of a sudden his spider-sense was going off like crazy!

"Ugh!" The pain felt like a burning spike was being jammed behind his skull! 'What's going on now!? Just how worse is everything going to get?!'

Spider-sense soon went silent when a massive tremor shook the city, and through the stunning, a giant monster emerges from Mt Gleen. All of the accumulated negative energy that came from the city awakened the beast, and from its long slumber, the instinct to feed came next.

Expanding its vast, dark wings, the dragon flew into the air and let a bellowing roar heralding Vale's destruction.

"GRROOOOOAAAHHHHHH!" Its roar was so mighty it sent ripples in the air! And with each flap from its wings, strong gales of wind caused the roof of houses destroyed and trees uprooted. The sheer size was intimidating, and from its body, it started to give birth to other grimm!

Making it more challenging for Vale and Atlas soldiers to hold the monsters back from outside the wall as they now had to deal with demons from inside.

Soon, the entire city had become infested with grimm leaving nowhere to be considered safe for anyone.

Witnessing everything he and his friends tried to save, Spider-Man's trance soon broke from the sound of shattered glass was heard.

Turning his entire body to face where the sound came from, he sees a worried Neo cradling Sandman.

"..." Neo's look of concern over Sandman changed when turning to Spider-Man. "...!"

Neo glared at Spider-Man, flipped him the middle finger, and the two bad guys shattered into tiny pieces leaving Spider-Man.

"Oh..." Whispered Spider-Man. "This is so much worse."

Nothing much to say other than I wish I had written more. This cliffhanger was not the cliffhanger I wanted. I actually had a different cliffhanger I wanted to use, but life just handed me something that I need to focus more on, so this is all the writing I did for this chapter.

Again, I apologize if this was not the cliffhanger you all hoped for, but something came up that I need to handle and I did not want to break my promise to you all and not submit a chapter.

Next chapter, I will write more about how the heroes will deal with the dragons and also where we will see how the bad guys face off with said heroes, so please wait just a little longer for the next chapter. Thank you!

[Omake: Don't breath]

Her part in this plan was to cause more illusion during the Penny Vs. Pyrrha round, but what Emerald did not expect was to have the 'Invisible Girl' take a dive. At first, the thief felt a pit in her stomach begin to form at how her part of the plan ended in failure. Only to feel relieved when everyone began to have a small riot at such a bogus outcome.

Soon after everything began to fell into place as everyone within Amity began to scream when the hard-lite encased the entire floating stadium and trapping everyone within.

Cinder informed her that someone will pick her up and Emerald was about to leave her seat when all of a sudden things started to go wrong in the form of Spider-Man, Iron Man, and three more masked vigilantes.

All the time and effort to pull such a complicated plan was ruined thanks to them! And all of it was being broadcasted within Amity making everyone who was panicking begin to cheer over the heroes thinking that the day was saved.

Only for it to flip back to Cinder's win as the flagship that General Ironwood brought was now under their control and fired at Amity.

"Dammit!" Emerald placed her hands on the wall as Amity started to shake. "I guess we really are going for the heavy guns now. Doesn't matter, I just need to head lower to the transport area and get picked up from one of Cinder's 'friends."

Everyone within the stadium was too busy to notice her leave the area as all of them were once again panicking over their new situation.

Now walking through an empty hallway leading to her escape, Emerald started to slow down when she started to hear another set of footsteps behind her.

'Probably someone trying to ask me why I'm all alone. Better distract whoever is following me.' Her semblance activated, Emerald conjured up an illusion of a grimm to scare off whoever was stalking her. 'Maybe I should have stayed and used my illusions to cause more fear. Whatever, I did my part and now I need to leave.'

Continuing her walk, Emerald could already hear the sound of someone else's footsteps beginning to have a faster pace making her think that whoever was following her was running away from the seeing the fake grimm.

Only the footsteps weren't going away. Instead, it got louder and louder to the point that Emerald could hear it getting closer to her!

years of instinct kicked in and Emerald unholstered her weapons and aimed her guns at the approaching stranger.

"...?" Only to see no one was behind her, to begin with, which is odd since the hallway was just one long walkway with no other doors besides the one where she came from and the exit on the other end.

Keeping her weapons ready, Emerald turned back around and saw Fox standing between her and the exit.

His body unmoving and his face showing no emotion when Emerald pointed her guns at him. Emerald thought that he was just acting defenseless when she remembered that he was blind.

'Perhaps he has good hearing? And that he still followed my footsteps?' Lowering her weapons, Emerald decided to just use her illusions again to trick Fox's hearing that way he would be distracted and would allow her to leave without any trouble.

Fox finally snapped into action and began to fight a fake enemy only he can hear. The blind melee fighter kicked, punched, and dodged at whatever he was hearing giving Emerald the opportunity to get past him.

five steps, ten, steps, and when Emerald reached step fifteen did the illusionist start to realize that the hallway was quiet.

Fox stopped moving and was back to standing still only this time faced the direction of where Emerald is.

'... What the f-'

"Your semblance." Fox speaking made Emerald take a step back. "It may fool people, but it won't fool me."

Aiming her guns at Fox, Emerald was getting ready to fire when she can see the end of the passageway beginning to go dark behind Fox.

"You tried to take away my hearing."

As the darkness was getting closer, Emerald's fight or flight kicked in, and as her body chose to run Emerald can see that the other end of the hallway was also becoming dark leaving the only light left was the one hanging above her and Fox.

"Now," Fox reached inside his pocket, pulled out a mask that had horns protruding out the forehead, and placed it over his face giving him the look like the devil himself. "I take away what you hold for granted."