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


(Chapter 50 Vytal festival)

As far as Yang Xiao-Long was concerned, today has been the strangest day of her life.

But then again, her whole week had been strange. Thus far, the previous six days had been fantastic, eventful, exciting, depressing, dreadful, and downright bizarre, in that order.

On the first day, her team had won their first two rounds, much to their delight. But then, out of nowhere, her Uncle dropped the news that he was a father, meeting her newfound cousin soon after. It had been quite a shocking surprise, but not an unwelcome one.

But the good times came to an end the following day, when her opponent, Mercury, attacked only seconds after losing the match. To think she had thought him a pretty cool guy. For his actions, she had expected security to take him away. Instead, the guards raised their guns on her and saying that she attacked the boy.

She argued her innocence, only to see the video replay on the overhead jumbo screens. She watched as she used Ember Celica to wound her opponent, who had been lying on his rear.

Seeing that footage made her think she had lost her mind.

In an instant, she became the most hated person in all of the kingdoms.

Thankfully, her team supported her, a gesture she greatly appreciated. Even Weiss' little brother, Whitley, came to her defense.

And what's more, the youngest, Schneebling, provided evidence that cleared her of all wrongdoing. Unfortunately, it wasn't enough to revoke her disqualification, leaving her to be confined in her team's room to watch the rest of the tournament.

She watched each and every round, silently seething that she wasn't part of the action. When it came time for Pyrrha and Penny's match, she found herself on the edge of her proverbial seat. She knew from Prof.

Goodwitch's sparring class that Pyrrha was a force to be reckoned with. She was called the Invincible Girl for a reason. Yet as the match went on, she found that Penny was just as skilled and strong, considering she kept Pyrrha on the defensive.

Honestly, the fight seemed a little one-sided, as Pyrrha was acting uncharacteristically timid during her match. Eventually, the game came to an end in a way nobody had expected.

Pyrrha Nikos, the unbeatable ace of Beacon Academy, hailed as the Invincible Girl, had done the last thing anyone expected of her. She threw the match. She had tossed aside her weapon and shield, conceded defeat, making Penny the winner by forfeit.

Obviously, such an act left the audience feeling a little blue-balled, with their cheering and praising devolving to booing and heckling. Yang had thought things would have cooled down once the next match began. That hope died when she heard the terrifying screaming coming from outside her dorm.

Curious as to what warranted such screaming, she looked through the window and saw, to her shock, dozens of Atlesian Knights shaking and twitching. It looked as though the robots were suffering from a collective spasm.

But that's when she saw the robots freeze, their bodies seizing up and going still. For a moment, she thought that they had started rebooting.

A second later, they stood at attention, their jet-black visors flashing bloody red.

In unison, Ironwood's toy soldiers took formation and presented arms. As they took aim and fired in every direction, Yang watched in horror, right into the frightened festival-goers, who promptly fled for their lives. She ducked under the window, not wanting to risk getting spotted by the rampaging robots.

And just as she feared, all Hell broke loose. The sounds of gunfire and screaming were joined by the bloodcurdling shrieks of hungry Grimm. The hordes of darkness have come to Vale. She didn't know their exact numbers, but she was sure they were greater than those from the Breach.

But to her, that only meant there was more Grimm to kill. She was sorely tempted to kick down her door and march her way outside, ready to kick some shiny chrome domes and bash in monster skulls. However, as she was about to do just that, rock music started to play on the television.

She quickly identified the song as "Sabotage" by the Beastly Boys.

"Who would be playing music in the middle of a disaster?"

Yang's question was answered when the stadium live feed switched over to said culprits. None other than Spider-Man, Iron Man, and other heroes she didn't recognize were all grouped together facing the chaos. Just like out of her sister and father's comic books, a team of superheroes had come to save the day.

Expecting more gunfire and screams to get louder, Yang now only heard screaming rather than gunfire. Curious, she peeked through her window and saw that the Knights had gone still, their visors blank and empty of color.

"Okay, you know what, screw it, I'm going out there!" Yang shouted, officially done with the insanity this week had brought. She readied Ember Celica, put on her lucky jacket, and picked up her scroll to message her team she was about to head out. Just as she sent the message and had her hand on the doorknob, a familiar voice rang on the other side.

"Ms. Xiao Long!" She heard Professor Ozpin's voice. "Are you in there?!"

Yang quickly opened the door and saw her School's Headmaster standing there, with neither Goodwitch nor her Uncle at his side. The blonde brawler was about to ask what's happening, but Ozpin cut her off, demanding that she follow him.

At the same time explaining that all her questions will be answered once they reached their destination. And after fighting their way through Grimm, and only Grimm as the robots were no longer moving, they finally arrived at the tower and took the elevator down.

The young huntress wondered why they were heading to the lower floors since there is just garage parking underneath the School. Yang found out what was underneath the School, as Ozpin and her were now in a large underground chamber that looked like it came straight out of a sci-fi movie.

"I'm sure you have many questions that need to be answered."

"I do, but," Yang pointed at the unconscious woman resting inside some Atlesian built science project. "That chick inside that thing is on the top of the list."

Just like the Headmaster said, he told Yang what she needed to know.

One major truth bomb was that every fairy tale she has ever known was 100% true and not just non-fiction.

And how did she feel about all these revelations?

"Okay, you said I'd get answers, but this just raises a hundred more questions!" She cried in frustration, going on to ask incredulously. "Did Mercury knock me out? Am I in some kind of coma-induced nightmare? Am I getting punked!? Just what in the Hell is going on here?!"

"To answer your first three questions, Miss Xiao-Long: No, no, and no, though I know you wish that were the case." The bereaved Headmaster explained, much to her disappointment.

"As for your final question, you now know magic exists," He continued. "Well, so too do the Maidens. The woman in the chamber is the current Fall Maiden, Amber. You are going to inherit her powers."

Yang was still processing the weight of these revelations, only for the burden to get heavier with the knowledge that she's to become the next Fall Maiden. Yang stared at the Headmaster, then at the scarred woman sleeping in the chamber.

Yang took a deep breath, "Alright, let me see if I got this. That woman, Amber, is the Fall Maiden. Okay, after everything that's happened, I can accept that. And that metal coffin, all the science mumbo jumbo, is somehow going to give me her powers. Fine, whatever, it's the least insane thing I've seen all day. But I don't understand why I, of all people, have to be the next Maiden. I mean, there's gotta be someone more qualified."

"There was another. It was Miss Nikos," Ozpin informed her.

"Unfortunately, she's trapped in Amity Colosseum. You were the only other choice. I'm sorry, but there weren't any other viable candidates."

The Professor approached the machine and began typing a series of sequences into a console. The machine whirred to life, lights switching on and opening its second chamber, which she knew was intended for her.

Approaching the other chamber as Ozpin typed the last sequence, Yang stopped just a foot away from the metal crypt. Her feet practically planted into the floor as she considered the ramifications her next choice will make.

Seeing her hesitance, Ozpin looked away from the console and told her. "I know you're afraid, but we don't have the luxury of time on our side. Spider-Man and his allies may be holding the enemy off. Still, I doubt we can wait with the Atlas Flagship firing on Amity and the Wyvern attacking the School. Miss Xiao-Long, I know this isn't an easy choice to make, but we need the Fall Maiden's power. It will only be a portion of it, but it'll be enough to give us an advantage."

"I know, but," Yang took a hesitant step, her lilac eyes roaming over the crypt-like chamber. "But it's just so much, you know? Just a day ago, I thought superheroes were the craziest thing I've ever seen. Now I know magic exists and so do all of the fairy tales I grew up listening to. And now, you want me to become what's essentially a magical girl?"

She looked at the Professor, doubt plastering her usually confident face, "I don't think I can do this..."

"Miss Xiao-Long... Yang," The Professor addressed her. "I know better than most what it means to make the tough decisions. I wouldn't ask you to do this if there were any other choice. Unfortunately, present circumstances deny us that luxury."

A tired sigh escaped Ozpin's lips, his usually stoic face now weary and tired. "I'm sorry, Yang, I truly am. You don't deserve to have this heavy a burden on your shoulders. If there had been any other way, I would have done everything in my power to keep you from entering that chamber. But I'm not the one to make that choice for you."

Yang understood where the Professor was coming from. She looked away from him and at the machine again, still trying to make a decision.

'Well, I always did say I was a thrill-seeker, so what better thing for a thrill-seeker than getting magical freakin' powers.'

Yang took a deep breath, made her decision made, and put one foot into the metal chamber.

EEE-OOH! EEE-OOH! EEE-OOH!

What she wasn't prepared for was the sound of ear-piercing alarms blaring to life!

"Uh," Yang took a step back when the metal crypt quickly shut before she could enter. "Was that supposed to happen?"

"No, we have a security breach. The transfer device just went into lockdown," The Headmaster explained coolly, despite internally losing it. Even when entering the codes again, the chamber refused to budge open.

A now-desperate Ozpin snapped, "Come on, open! Open, damn you!"

Only to then freeze before turning to Yang and shouting, "GET DOWN!"

Even when Ozpin warned Yang, she was too slow as she wasn't fast enough to react to an arrow heading right to her chest!

Yang did her best to raise her arms to defend herself, only to be surprised when a green forcefield surrounded her. Taking the impact of the arrow and saving Yang from the surprise attack.

"Do not relax just yet, Yang." The Headmaster said to his student, dropping the honorifics and stayed on guard as the sound of another person's footsteps was getting louder and louder. "For the next attack, could prove to be too much even for me."

As their attacker drew closer, Yang saw that it was a woman, smirking smugly and deviously at them. A woman with fair skin, ashen black hair, and amber eyes burning like cinders, dressed in a tight yet straightforward fitting red mini-dress.

She recognized the woman right away, "Cinder...?" Yang asked in disbelief. "It was you? You're the one who caused all of this? And now you tried to kill us?"

"No, she was not trying to kill us. Cinder was going to kill you." Ozpin clarified and, at the same time, kept his gaze firmly locked to Cinder. "We knew Cinder was trying to pull something when she tried to frame you for assaulting Mercury Black after the fight you had. We thought your disqualification was the best way to keep you safe. Yet it seems Ms. Fall, if that even is her real name, was many steps ahead of us."

"Oh, dear Headmaster," Cinder spoke in a sickly-sweet voice. "It's funny how you think you are still cunning and wise. When in reality, I had you and your little students playing in the palm of my hands. True, I had to have some setbacks because of that pesky spider. Still, with him and his friends busy outside, I am confident I can handle you and Ms. Xiao Long all by my-"

BANG!

Cinder was cut off as she was sent flying back from a fireball courtesy of Yang's Ember Celica. She felt her back hit the cold steel floor roughly, landing twenty yards away from her would-be victims.

"!" Ozpin looked over his shoulder and looked at his student with surprise at her actions. "A warning would have been nice." Ozpin placed his staff underneath his armpit and his free hand to put a finger in his ear. "That shot was too close to me, and now I have a ringing sound in my ear. I do hope I don't get tinnitus out of all this."

Yang, whose eyes were now red rather than the usual lilac, cracked a smile at how her nonchalant Headmaster acted. After all, with sudden revelations about magic, people who you thought were friends trying to kill you, and Vale on the brink of collapse. It eased the tension a bit thanks to how the Headmaster was acting like his usual aloof self.

"All's fair in love and war, sir," Yang smirked as she saw Cinder getting back up. Whatever smug superiority Cinder projected was gone now, replaced by a burning rage. The literal fire in her eyes sold that image well. "Besides, she tried to kill me not 10 seconds ago! I think fair play went out the window when she did that! This ain't Glynda's sparring class, so I don't have to hold back."

"Clichéd as it sounds, that's supposed to be my line." Cinder got back on her feet, flames shooting out of the palms of her hands, "Playtime's over, little girl!"

With that final taunt, she summoned a bow made of glass, firing volley after volley of summoned glass arrows at her opponents.

Ozpin responded by slamming his cane to the floor, erecting another emerald energy dome around him and Yang. When the final arrow shattered against the dome, Ozpin made a slight motion with his right hand that made the green dome create a small opening for Yang to go through. Once the girl was out, he extinguished the dome and joined his student in the fight.

Cinder aimed her bow at Yang, intent on shooting her down, knowing better than be caught within arm's reach of her fists. Arrow after arrow flew, but it did not impede the blonde brawler, who dodged the arrows and used her gauntlets to destroy any that got too close.

Seeing as Yang was getting close enough that arrows were a waste, Cinder changed her bow to a twin short sword just in time as Yang cocked her arm back to deliver a strong haymaker.

"EEEAAARRRHHH!" Yang roared as her armored fists met Cinder's blades, her eyes red and her hair set ablaze.


As a fierce battle erupted under the School, another was already in full swing above the cafeteria. The combatants of this duel poured their all into the fight, utilizing all their skill and strength. They were experienced fighters, and they knew this battle would not end with both of them walking away.

The first combatant was Adam Taurus, a man fueled by rage and spite, of the Faunus supremacist group The White Fang.

His opponent was T'Challa, Crown Prince of the Kingdom of Wakanda, a man driven by honor and duty.

But to Adam and Remnant at large, he was known by the mantle he bore: Black Panther, the protector of Wakanda.

And as to what their weapons were? Respectively, they used a sword and sharpened claws.

From an outside perspective, the one with the edge was Adam, as he had his signature weapon made by an indestructible alloy vibranium.

Only that edge that Adam had wasn't cutting it both figuratively and literally. As Black Panther has blocked and deflected each sword strike, Adam has thrown at him.

While it did catch Adam by surprise as to how Black Panther can handle Adam's attacks without showing any damage. A stray thought passed through the White Fang member that seemed to make the most sense at the moment.

Adam swung his sword downward, only for Black Panther to block it with his arm. As the swordsman predicted, no damage had affected his opponent's arm. No cuts, dents, scratches, or anything.

Black Panther raised his arm to block a downward sword strike by Adam, which left no dent to damage to his suit. Raising his other arm, Black Panther opened his palm to deflect a point-blank shot from Adam's gun/sheath that had zero effect on the young Prince.

After blocking another shot, Black Panther grabbed Adam's blade, used his other hand to grab Adam's arm, turned around, and performed a shoulder throw. Adam landed flat on his back, dazed and left in a brief state of vertigo.

"Ugh!" A grunt left Adam's lips. Thankfully, Adam was able to get his wits about him, and when his vision was focused, he sees Black Panther lifting his foot to stomp on Adam's head.

Still holding his sword, Adam swung his sword to deter Black Panther from going through with the attack. The blade connected to Black Panther's leg and redirected the attack to have the leg land just a few centimeters away from Adam's head.

Surprised by the terrorist's underhanded attack, the Prince was caught off guard by Adam's next unorthodox move.

While still on his back. Adam lifted his legs high enough to cross them around Black Panther's neck and showed great strength as Adam lifted Black Panther off his feet and slammed him headfirst into the ground.

Thanks to Black Panther's suit taking the impact, the panther-themed hero could pick himself up and face Adam in time to see him also back on his feet.

Once again, Adam swung his sword at Black Panther, only for the hero to deflect the sword with his right arm. With the blade deflected, the hero tried to stab Adam with his claws, only for the Faunus to use his gun-sheath, Blush, to block his strike. Enraged, the terrorist slapped the arm away and leaped back. Now at a safe distance, he aimed Blush's gun barrels at the hero and pulled the trigger.

The bullets pelleted against Black Panther's strong armor, yet rather than backing away, the young Prince decided to charge forward.

Seeing as Black Panther was charging right at him, Adam stopped shooting, sheathed his blade, and got ready to perform his signature quick draw strike.

Just as the hero got close to strike him down, Adam took that moment to move his back leg, making him turn 180 degrees, dodging the attack. Now given an opening to attack, the bull faunus activated his semblance, transferring all the kinetic energy he built up into his sword's blade.

Unleashing all the stored up kinetic energy into the sword strike, Black Panther was sent flying off his feet and harshly landed back onto the hard linoleum floor. Black Panther was about to get back up, yet Adam wouldn't give his opponent a break. The White Fang terrorist unleashed another kinetic slash at the ceiling causing all the rubble to land on Black Panther!

A pile of rocks now buried Black Panther. Yet, Adam remained rooted in place, hand still firmly gripping his blade as if anticipating for something to happen.

And that something was Black Panther unleashing his own kinetic pulse blasting away the rubble that tried to crush him.

Some of the thrown debris was easily deflected by Adam, not once breaking focus as his main target got back up, showing no damage whatsoever.

Adam looked ahead and saw a cloud of dust, from which Black Panther stepped out, his body uninjured and suit undamaged.

Seeing the undamaged state of his opponent confirmed Adam's suspicions.

'So, this hero possesses vibranium too. Is he from Menagerie sent by Ghira?' He gripped his blade tightly. 'Either way, this is the first I ever saw a suit that has vibranium weaved into it.'

Black Panther brushed some cement dust off his shoulder as if getting buried in tons of falling rocks was like getting pelted on by raindrops.

"It seems that we are at an impasse, Mr. Taurus." The hero addressed the terrorist. He began walking to the right, with Adam copying his movements. The Prince continued, "Your sword can not harm me, and my attacks have the same results in not affecting you either. Would it not be more reasonable than to simply talk of negotiations?"

Adam laughed at the hero's proposal, thinking it absurd. "You expect me to believe that talking will make peace between us?"

"Peace? You must be a greater fool if you think peace is an option for you." Though Tchalla's voice carried a friendly tone, Adam wasn't blind to notice how his opponent's hands soon extended razor-sharp claws. "What I was meaning was negotiations for your surrender. Peace was not an option for you. You, who have caused your own people to commit acts of shedding blood against your fellow man. You, who would instead raise arms of blades and guns pointed at others rather than open hands."

Black Panther stopped, with Adam following suit. The warriors faced each other.

"Adam Taurus," The Prince raised one clawed finger at Adam. "You are a man who chooses to hurt everyone within your path, be it human or fuanus. Even going so far as to twist the White Fang, an organization with a strong belief in equality, into a dark mockery. At least, if you decide to lay down your weapon and come quietly, you can lessen the damage you have inflicted upon the White Fang's image."

"Do you really think the White Fang cares about the image?" Adam retorted, tightening the grip on his sword. "No, the last time we tried keeping a good image, nothing got accomplished. All those peaceful protests, all the impassioned speeches and signed petitions we gave, and do you know what we got for all that trouble?"

The question was left hanging in the air as both men charged each other!

Both opponents struck, and both were now standing in different directions with their backs turned to each other.

Adam's mask shattered into pieces and landed at his shoes, leaving him to bare his scar out in the open.

A minor hit, but an impact nonetheless, only it wasn't just Black Panther that landed a blow.

'My suit,' Black Panther looked down at the arm he used to strike Adam now had a long slash mark left behind Adam's sword. 'It's only a scratch, yet I should not be overconfident.'

Facing each other once again, the young Prince can now see Adam's scarred face.

"It left us with scars," Adam snarled with only the scared part of his face barely showing any movement. "A reminder of where our place is."

Looking at Adam's face, he cannot help but feel a tiny bit of sympathy towards the Faunus. He was told from Jaune how Adam's face had a brand mark of the SDC only to have it burned away thanks to Spider-Man.

When Whitley heard this, he was subdued in rage, having already learned about the atrocities the SDC has committed. Apparently, he had found this out from a very reliable source with credible evidence. Either way, the young Schnee said he would look into it later as he could perhaps use this new information to know more about Adam's past.

'It's his eye though that shows the most anguish,' Tchalla has seen a look like that within many of his kingdom's veteran soldiers. Seeing so many dark aspects of Remnant leaves something within a person that cannot be removed or forgotten. 'But even so...'

"Even so," Black Panther raised his claws for his next attack. "It does not give the right to anyone to inflict harm to others as that will only breed more pain. While I cannot fathom what you went through, I know that I can't let you keep going down this path."

"Many have tried," Adam sheathed his blade and took the same sword stance from before. "And all have been killed by my hands. No one will stop the White Fang- will stop me from doing what needs to be done."

"You know that this fight will not be in your favor for long." The panther hero remarked. He stopped himself when he noticed a shifting shadow moving behind Adam. "We both have vibranium, but you only have your aura. And unlike the metal, your aura won't last forever."

"True..." Adam conceded before his body began to glow. "But that doesn't mean I won't make it easy for you."

'After all, Cinder still hasn't retrieved her prize from this damn place.' He didn't want to admit it, but with the plan in shambles thanks to these fools in cosplay, he had half a mind to just cut his losses and retreat with his followers.

'the drones from Atlas should have been taking most of Vale down by now, yet they're all standing still like useless metal statues!'

What's more, he hadn't been aware that Cinder's plan involved calling up a damned Wyvern as their backup! While the beast may have been able to spawn Grimm on a mass scale, they were still creatures bent on destroying anything their path.

'Correction, it did destroy everything in its path before it was stopped by a giant!' Ever since staying in Vale and encountering Spider-Man, it feels like Adam has been sinking deeper and deeper into the bizarre. 'Regardless, I've come this far, and I won't stop! Not until I see my vision fulfilled!'

Adam dashed forward, sword halfway leaving his sheath to deal another blow to Black Panther's suit. He expected his enemy to raise his arms to defend or try to avoid, yet Black Panther remained static and showed no signs of moving.

Adam triggered Blush's secondary function within striking distance by pulling the trigger that accelerated his draw speed!

'With how close I am,' Adam's blade was now just an inch away from hitting Black Panther's neck. 'He can't run or deflect!'

Adam's semblance coursed through his blade, and when his attack was getting near, a new guest appears to stop his attack.

Blake threw Gambol Shroud at an angle that would force Adam's swing to strike the ground rather than Black Panther. And for an added measure, she used her vibranium weaved ribbon to wrap Adam in a bind.

'Dammit!' When his sword impacted the ground, it caused a reaction that unleashed Adam's stored energy.

Crossing his arms in front of him, Black Panther was sent flying away from the force of the attack but landed safely on his feet with no damage done to him.

"My thanks, Ms. Belladona." When Black Panther said her name, Blake looked surprised at hearing someone she doesn't know say her name. "Come now, you princess. You can't expect hiding behind a ribbon can conceal your heritage. But we can exchange formalities at a later time."

The smoke blanketing Adam disappeared, showing his once normal appearance to be covered in scratches. His clean and cut suit was now in tatters, with only the dress pants being primarily intact.

Leaving him to show his bare chest that has the most damage done by his own attack being set off right in front of him.

"Tch-!" Adam's aura held firm, yet the injuries he has taken still left him far worse than he expected. 'It's because of that damn weapon of hers!'

Adam clenched his teeth in frustration as he wrestled with the restraints. 'Her weapon is made of vibranium! And her ribbon too! Just as it wrapped itself around me, the kinetic energy I built up transferred into the vibranium weaved ribbon and was set off around me rather than everywhere else!'

"Blake," Adam uttered his former student's name. "I see you decided to not turn tail and run. Guess this School has some taught you a thing or two."

Blake flinched when Adam said such harsh words. Even when Adam was trapped and injured, he still finds a way to make Blake feel like she has yet to entirely beat him.

Soon, a firm hand was placed on her shoulder, making Blake turn to Black Panther.

"It's always funny for me to see someone like you in this position, Adam." The tone Black Panther was using made the bull fuanus glare at the hero. "The one who always rave and chant as if they already won, and then once they are stopped, they rave and rant as they deny the reality of their loss. Truly, you are a sad man."

A vein appeared on Adam's forehead as his rage was beginning to rise up after hearing Black Panther's provocations. Thrashing more against the bindings, Adam let out a growl in frustration as he attempted to free himself.

"Tsk!" Blake widened her stance and pulled harder on her ribbon. As confident as she is that Adam won't be able to break out with brute strength, that didn't mean she was strong enough to hold the bindings to keep him still.

"You think this is enough to consider me the loser!" Crimson energy began to glow around Adam. With another act of defiance, he used his shotgun/sheath to shoot Gambol Shroud out the ground.

Making Blake lose her grip and gave Adam the needed window of opportunity to free himself! "Don't get arrogant! Not with what's about to happen next!"

Taking the chance, Black Panther dashed forward with Blake yelling for him to stop his advancement!

"No!" Blake sounded distressed, which confused Black Panther as he was wearing a vibranium suit that can handle Adam's attacks. "Get back! Now!"

'Backing down and letting the enemy have a chance to attack isn't an option!' Raising his claws forward to perform a stabbing attack, Black Panther can see the tips of his claws touching skin when everything around him turned red. 'T-this power!'

"Aaaaahh!" Black Panther was violently flung backward and crashed into cement debris. Even when his armor still held firm, the young Prince couldn't help but wince at how fast and how strong the surprise force he just felt. "Grrrr! So, Adam had that going for him, huh?"

The Adam from before and the Adam now was comparing night and day. From before Adam was too damaged, he had the skillset and image of a trained swordsman. Now though, Adam looked like he was ready to use his fists to rip anyone within his sights as if he was some kind of berserker.

Gone was his ruined dress shirt and jacket, as they were all destroyed due to Adam's semblance leaving only just his dress pants being the only thing he was wearing. His hair had a bright glow to them, and his skin seemed to have a glowing sheen as his body was emitting a strong flow of energy.

Adam's burn mark was the most noticeable as the energy coursing around the burned eyelid to glow, making Adam not look like a man or beast but an angry demon.

"This," Adam took a step forward, and without warning, an explosion erupted underneath him. An explosion was left in his wake each step he took, making everything around him shake from the wind pressure the explosions were producing. "Is not over! None of you will beat me!"

Helping Black Panther up, Blake looked at her former teacher in fear and then turned her sights to the panther hero. "I hope that suit of yours isn't for show. Because from here on out, Adam isn't playing for keeps."

"Well then," Prince TChalla rolled his shoulders. "I believe we must do the same then. Though, I hope for your sake you have something up your sleeve."

"Don't worry," Raising Gambol Shroud's blade at Adam, Blake started to wrap her ribbon around her arm. "I have something that can handle him."


The situations that involved the wyvern had made a positive impact as the threat of the Grimm has decreased considerably. People who were still near Beacon have successfully evacuated thanks to the help of the Atlas military. With no other civilian on school grounds, the staff and students could focus on getting their School back in order.

While most Grimm has been killed or fled due to Iron Man's invention driving them away. There still were some monsters within the School.

If they were the usual animal-driven Grimm, they would have already been dealt with. However, they were not the typical mindless beasts. They are classified as 'Apex' in their own right and could resist their instincts to run away. An Apex is also different than an Alpha Grimm as an Alpha takes charge of a group of lower Grimm compared to an Apex who chooses to remain alone.

One said Apex, a giant Ursa with thick scarred bone armor plating, stood its ground against Sun and Neptune's barrage of attacks. Dust rounds of electricity and fire were being pelted against the Apex Ursa. Yet it only seems to just piss it off more with the Ursa changing its stance from defense to an offensive charge.

Sun and Neptune didn't stop firing even when the Apex ran right at them and tried their best to focus their fire at Ursa's head. The problem was that its bone armor plating was dense enough to shrug off the dust rounds. Even worse was how giant the beast is and its thick fur; it was not affected by Sun's flame dust or Neptune's electric dust.

"Neptune," Sun shifted his gunchaku into its staff form and ordered his best friend, "Jump!"

Neptune didn't need to ask what Sun was planning, jumping high into the air and leaving Sun alone to face the approaching Ursa.

Sun twirled his bo-staff and created two copies of himself with his semblance.

Sun then twirled his bo-staff and activated his semblance to create two copies of himself. Said copies were not a complete copy as they still see-through, yet that wasn't Sun's intention as he controlled his copies to charge.

When the clones charged at the Ursa, the clones shattered and unleashed a bright light that blinded the Ursa. With the beast's vision temporarily lost, Neptune took that moment to jump onto its back and thrust his trident into its spine.

The Ursa howled in pain as it jumped and thrashed, attempting to shake whatever was causing it so much pain.

"Yippie Ki yay! MOTHER F#!*&R" Neptune shouted as he clung to his trident. "Sun, you got this!"

Sun planned to attack the Apex from the rear as that was the least armored. Only to see an odd sight as the Apex Ursa shook his rear and then proceeded to back up, quickly hitting Sun and knocking him off his feet!

"Seriously!?" Landing on his back, Sun used the momentum to flip himself back on his feet. "I get that I'm usually the butt end of a joke or two. But was I seriously attacked by the butt end of a Grimm just now?!"

No sooner did Sun recover from the attack the Apex Ursa chose to perform a role on its side to crush whatever was causing it pain.

Neptune yelped in surprise before leaping off, taking his trident with him. The bluenette student rolled on the ground, stopping right next to his friend.

The trident wielder clicked his tongue irritably before cursing, "Damn, that thing's tough! I stabbed it as hard I could and pumped enough electricity into it to power a whole house! But it did nothing!"

Now free of its pain, The Ursa got back on its paws and turned to the two young huntsmen. The beast stood on its hind leg, showing its full height, and roared ferociously.

Seeing this, Neptune groaned irritably, "I stand corrected. It did nothing but piss him off some more!"

"Then I guess we don't attack from the back or the rear," Sun shifted his bo-staff back into twin gun-chucks, "But the front!"

Sun let out a fierce war cry and charges, unflinching and picking up speed with each rapid footstep. The Ursa acknowledged the Monkey Faunus' challenge and charged in turn. It was now a game of high-stakes chicken, with the prize being sweet life.

Just as the Ursa opened its large jaws to crush Sun, the young monkey faunus bent his knees to slide underneath the beast. When he avoided the bite, Sun used his nun-chucks to hit the front legs of the Apex, making it trip and land on its back, exposing his stomach and chest.

Too slow to right itself back up, Neptune stabbed his trident deep in its unprotected chest. It was easy to drive his blade deep enough to crush its ribs cage and go far enough to puncture its heart.

The Ursa let one final breath as its legs jerked out its death knells before stopping all movement. Neptune retracted the trident and watched as the beast disintegrated into nothingness.

"Sorry, Yogi," No longer having the monster to stand on, Neptune caught himself before he could fall on his rear. "No more pic-a-nic baskets for you." Neptune taunted his deceased opponent before helping Sun back to his feet.

"I never fought an Apex before," Sun remarked as he shifted his weapon back to a staff. "I guess we can cross that off of our bucket list of cool things we did during school."

The reprieve proved short as another Grimm, a Goliath, broke through the walls of the school building. The monster greatly resembled its elephantine cousin, save for its midnight black hide and its head being fully encased in a skull-like mask.

The Goliath Sun and Neptune saw was thankfully an adolescent. Yet, despite it being just a youngling, it didn't lessen the impact of what they were seeing. One such thing that sent red flags in their heads was how the young Goliath had crimson liquid smeared all over its white mask and how its legs shared the same red coloration.

Its massive head turned to the two young teens and spotted its subsequent victims, wasting no time attacking them.

"Oh, come the F#!K on!" Sun cursed, no longer having the inner strength to keep acting like the carefree type of guy he usually is.

Raising their weapons in the ready, Sun and Neptune were about to dodge from the sides. When the Goliath was pelted with a barrage of bullets out of nowhere.

Both boys knew that a goliath was not an easy enemy to overcome with the proper weapon and preparation even at their adolescent stages. Yet Coco wasn't most huntsmen. Her semblance allowed her to amplify her weapon's power with each bullet, making it easier for her to turn the Goliath into swiss cheese.

Bullets punched through the monster as if they were paper, leaving nothing but fist-sized holes into the creature until it was finally reduced to mush. Despite how the weapon looked heavy, Coco could swing her Gatling gun with one arm and turned the massive minigun into a stylish handbag with a quick flick of her wrist.

"Glad I made in time to save you, two boys," Coco tilted her head down enough to make her pilot shades slide down just enough to show her eyes. "So, how'd you like our school so far?"

"Well, I can't say it's boring," Neptune muttered before telling the older student. "Thanks for the help, but I was hoping for more backup."

"Looks like a plus one is the only help we'll get. Look!" Sun pointed at the gaping entrance the Goliath made where two Apex beowolves emerged. "I hope you have enough bullets in that purse of yours. Cause it seems like it's going to be a long night before everything gets back under control."

"Trust me," Coco smirked and pointed her thumb over her shoulder. "Helps just arriving in 3... 2..."

Suddenly, the sound of something whistling through the air was heard, causing the monsters to look up. High in the sky, several canisters flew were seen flying, all of them in a formation resembling a heart exuding pink smoke. When the canisters descended and impacted the ground near the Grimm, a large explosion engulfed the two in a cloud of both fire and pink smoke.

"Did that do the trick?" Neptune asked as he waited for the smoke to dissipate.

When it finally cleared, they can see the two Apex wolves were still alive. Though judging by their burning patches and wobbling posture, it was clear to them that they are almost dead.

Still trying to process what just happened, the wolves have yet to notice a black glyph glowed underneath them, making them fall to their knees. They tried to resist to get back up, only for the dark glyph to shine even brighter, making them fall on all fours.

Not able to lift their arms or legs, all the wolves can do is raise their head and howl in defiance.

Their howl could be considered their final words. As two more Huntsmen, Sage Ayana and Yatsuhashi Daichi, jumped off the roof, raised their massive greatswords, and decapitated the wolves with just one swing!

"Sage, you're alive!" Sun cried in relief, happy to see another teammate alive.

"Sage!" A bit of relief washed over Sun as he saw his other teammate looking none the worse like them.

"Some other dude we just met!" Neptune also shouted in relief that more help arrived.

"Yatsuhashi." Coco's teammate told Neptune his name.

"Ok. Wait, where's Scarlet?"

"Over here, you guys!" Sun and Neptune turned around and saw their last teammate, Scarlet, running toward them. He wasn't alone, as he was accompanied by Weiss, Ren, and Nora. So too were Neon, Flynt, and other young hunters who had competed in the Vytal Festival.

Upon reaching his friends, Scarlet explained, "Sage and I got some help from these guys! Are you guys hurt before we arrived?"

"Nah," Sun smiled as his carefree attitude returned, the tension he felt disappearing now that he knew his whole team was safe. "Neptune and I can still fight, thanks to, um..."

Sun looked embarrassingly at the person who had saved his hide and said. "Sorry, fighting monsters from hell made me forget to ask for your name."

"Coco," The brunette smiled, showing she wasn't offended in the slightest, "Coco Adel. Don't sweat it; I didn't know who you guys were until we found your teammates."

"Shouldn't we have already known each other's name, though? I mean, we all participated in the tournament, so we all heard our names being announced." Sun pointed out.

Coco replied, "So, you're saying that you can remember the face of every single person involved in an important international event? That you can recall verbatim nearly every single person you've met here, even the ones you defeated?"

Sun tried to counter her argument, only to find he had no words, conceding with a shrug, "Okay, fair point."

(FWOOOOM-BOOOM- BOOM!)

Everyone instinctually raised their weapons at the sound of the explosion. Strangely, it sounded like it had come from their air. They looked up and saw, to their shock, an enormous Griffon, along with smaller ones, fighting none other than Iron Man.

"Look at the size of that thing! That must be an Alpha!" Sun commented, remembering how powerful Grimm became after living past a certain threshold.

The giant Griffon was an excellent example of what an Alpha was capable of. They watched as it drew Iron Man's attention to itself while at the same time directing the smaller Griffons to attack the hero.

A peck from the Alpha's large beak was evaded by Iron Man, and the metal hero retaliated by firing a repulsor blast hitting its right eye. Bringing its head back and screaming in agony, the Alpha started to fall back to recover, allowing the rest of the flock to distract Iron Man.

Hitting two more griffons, making them fall out of the sky. Iron Man attempted to fly higher to get more space between them. Only to be caught off guard when a griffon was able to get behind him, grabbed on to Iron Man's shoulders, and tried to bite Iron Man's head off!

Unable to watch this unfold, Sun turned to Coco and inquired, "Can you help him? Maybe shoot them, so they won't pick him apart?"

"Yes, I can shoot them, but I'd hit Iron Man, too!" She replied, unwilling to harm the hero.

Sun was about to ask someone else if they could try, only to be interrupted by the sound of another explosion. He looked up and saw that Iron Man had already taken care of the griffons, which had already begun to disintegrate as they fell. No longer having the flock handle Iron Man, the Alpha wasted no more time as it charged straight towards Iron Man in hopes of crashing him into the School.

"Now, Coco!" Sun urged the leader of tam CVFY to act. "Shoot that thing!"

"I would," Coco didn't look at Sun and stayed focused on the metal flying man that was performing something crazy. "If Iron Man wasn't flying right at it!"

Just like she said, Iron Man, who seemed to have started to slowly fly lower and lower, kicked it into overdrive as he charged feet first at the Alpha.

"CRAAAA-GUAG!" It tried to make a mighty roar only to gag when Iron Man decided to shove an iron boot right in its throat!

Surprised, the griffon attempted to barf out the leg only to gag even more when Iron Man chose to fly even further. Using repulsors in the palms of his hands. Iron Man pushed more power into his palms to act as thrusters making him shove his iron boot even deeper into the griffon!

Getting higher and higher into the air, the Iron hero stopped the power from his arms. He diverted it into the leg that was inside the griffon mouth!

"Enjoy the heartburn, douche-bird!" Iron Man taunted the creature.

At first, the griffon felt a warm pit in its stomach, only to no longer feel anything as its midsection soon glowed, followed by it being incinerated from the inside.

The bird thrashed in the air as it tried desperately to dislodge Iron Man from its mouth, only to stop as a bright blue light started glowing from its body. Suddenly, its entire midsection incinerated, killing the beast and freeing the hero!

"He did it!" Neptune cheered, jumping excitedly. "I can't believe he did that! He's incredible!"

While many of the young hunters shared Neptune's sentiments, three didn't join their revelry.

While everyone else was also sharing the same mindset as Neptune. Weiss, Flynt, and Neon seemed to show the same concern as Iron Man appeared to have difficulty staying in the air.

"No," Weiss started to walk before going to a sprint. "He's falling!

When hearing Iron Man was falling, Flynt and Neon sprang into action to help Weiss save Iron Man from crashing into the School. Neon, being the fastest, thanks to her semblance, passed Flynt and Weiss. The second eldest of the Schnee family then used her glyphs to form an ice ramp giving Neon the needed momentum to rise in the air and catch Iron Man mid-fall.

"I got you!" Neon shouted as she caught him mid-flight.

Iron Man looked at her and remarked in jest, "You wouldn't be doing your job if you hadn't."

Neon couldn't help but crack a smile, "A job? I'm just helping out a friend."

They were glad nobody can hear them.

Landing feet first on the ramp, Neon expected Flynt to use his trumpet to slow down her speed. Instead, she and Iron Man were caught by a giant, spectral hand attached to a gauntlet. Neon blinked in surprise, "I guess somebody got us."

"She actually did it," Iron Man's synthesized voice made Neon look at him with a raised eyebrow.

Was that pride she heard in his voice?

"Weiss," He pointed a metal index finger at Weiss, who stared astonished at the gauntleted arm she summoned. "Weiss was able to summon an Arma Gigas. An arm, sure, but she did it!"

Nestled in the palm of the Arma Gigas' hand, Neon and Iron Man were brought safely to the ground.

"Thanks for the assistance," Iron Man said as Flynt, Weiss, and the other students gathered around them, with Neon helping him to his feet. "What's the situation here?"

"Things could be better, but they're not good either." Flynt replied. "While the weaker Grimm were sent running by whatever you used on that ship, there are still a lot of Apex and Alpha's here."

"I see. Okay, I might've not been able to get rid of all the Grimm using my device, but things are still turning in our favor. While I was in the air, I saw that many of the Grimm is starting to retreat out of the city, right into the waiting arms of Vale's military. Atlas is already mopping any Grimm left in the city, so the fighting might stop soon. You're all likely going to get picked up soon for a well-earned rest. My friends and I will take care of the people responsible for this."

Relief washed over every student present, glad to know that this nightmare was going to end soon. While they might have been training to fight monsters, they hoped to never experience something like this ever again. Of course, many were still worried about Beacon. One person, in particular, was concerned about a pair of people who were still inside the School.

"What about Beacon?" Weiss asked Iron Man, knowing he had a better understanding of the situation. "One of my friends, Yang, isn't answering her scroll. My other teammates left our group to go look for her."

Weiss deign to include Ruby, as she was already aware her team leader was helping her Uncle look for his daughter and the girl's mother.

"Spider-Man and Black Panther have already found them." Iron man's words did little to ease her fears. "They'll make sure your teammates stay safe. In fact, I was about to go on my way to assist them. As for all of you, just focus on securing the School and rescuing any civilians before help arrives."

"Very well," Weiss said in agreement before adding worryingly, "But, what about you? I don't want to sound rude, but it looks like you need some repairs."

The others agreed with Weiss' assessment, as Iron Man looked like he had been put through the wringer, even more so than they've had.

Even when Weiss said that everyone else had the same idea as Iron Man's body looked to be the most damaged compared to everyone else.

"Oh, you mean this?" Iron Man asked, treating his damaged suit as one would a ruined tuxedo, "Meh, I've had worse. Besides, I've got some upgrades coming in."

Weiss blinked confusedly and asked, "Upgrades?"

Iron Man didn't answer, choosing instead to look up into the sky as though he were expecting something. The young hunters followed the hero's line of sight and saw something strange.

Flying through the open air was a large man-sized canister propelled by a series of rockets.

"BTW, you all might want to step back. Maybe seven or eight feet back." The hero warned, with everyone promptly heeding his words. They watched as the canister changed course, heading straight for Iron Man, who stood still. And then, to their shock, the canister slowed its speed, maneuvering itself to land next to the armored hero.

Now that they had a closer look at the strange projectile, they saw that it was wholly silver and seemed to have some kind of a hatch. The hatch opened, revealing the machine's interior, and saw what looked like pieces of replacement armor. Before anyone could get a better look, Iron Man entered the capsule, with the hatch closing behind him.

Suddenly, the capsule whirred and groaned as it folded out, with the panels flipping open to reveal an intricate system of moving hydraulics. At the top of the canister, small vents opened, through which steam billowed out. Seconds passed before the capsule ceased all movement, with the hatch opening up again.

Iron Man stepped out, but he now sported a new look. His previous armor, golden in color and considerably damaged, had been replaced by a new suit. While the gold was still present, another color, a rich shade of crimson, had become the primary color.

His forearms and legs were now crimson, as were his pelvis and torso. His thighs and biceps were gold. While now crimson in color, the chest piece still showed what most of the gathered students had assumed was the power source.

The final piece their eyes fell upon was Iron Man's helmet, which was now crimson, along with the neck. Only the faceplate had retained its golden color.

Seeing the hero's prompted many impressed looks from the hunters. But out of all of them, Neptune had the most visible reaction, as his eyes shined like stars and a deep gasp came from his mouth.

"Okay, I know we're all thinking it, so I might as well say it... THAT IS THE COOLEST THING I'VE EVER SEEN!" Neptune shouted excitedly, the self-proclaimed intellectual dropping his cool guy façade to geek out over the mechanical marvel he just witnessed. "No, seriously, it's like he just popped out of a Mistralian Tokusatsu show!"

Coco gave the armor an appraising look and smiled, "Crimson and gold? Nice combination. I can tell this ensemble's going to become a classic."

"Thank you, I made it myself." Iron Man jested before launching himself to hover in the air. "Oh, by the way, Even though I said you need to secure the academy, you won't have to do it alone. I got a guy coming to help. Good Luck!"

Having said his piece, the armored hero flew off, leaving a group of spellbound hunters. Watching the superhero fly into the sky, they heard what sound like dozens of heavy footsteps in the distance.

"Guys!" They looked and saw the rabbit-eared girl pointing at a group of slowly approaching Knights. "You think they're going to attack?"

Velvet's question went unanswered as the students formed a defensive circle. They stood ready for whatever the Knights were going to do. They watched the machines for any tell-tale sign of an attack, be it a twitch of their mechanical fingers or even a slight shuffle of their steel-plated feet.

One close to Flynt turned to the young musician, and just as Flynt was about to blow his trumpet, an odd thing made him stop mid-breath.

The Atlas droid looked at Flynt, and rather than seeing a rifle pointed at Flynt, the Atlas droid waved, and its face screen displayed a cat emoticon.

"Hey, how's it goin, dude?"


So, I hope you guys liked this chapter and I also like to say sorry for this being a late chapter. I would also like to say sorry as this chapter will most likely be for this month, giving me more time to get another ready for September. I feel terrible about not publishing this chapter on time, but then again life tends to throw a curveball and I do have other responsibilities that take priority.

Anyway, I like to start out and explain how this chapter is mainly about what the students are doing to deal with Beacon. Many comments wanted me to go further into the RWBY side of the story, so I decided to do that while also showing some of the Marvel heroes too. Now, I know I didn't show Ant-Man, Wasp, and Ruby too, but that is for the next chapter and also cause I didn't want to make this chapter super long.

As you already know, Yang has now been placed as the next Fall Maiden but is also fighting CInder. I plan to go into a fight between the next chapter and also go into further detail about what Ant-Man and Wasp are doing regarding the Grimm Wyvern.

Blake and Black Panther are also fighting a very different Adam as you all have read this chapter. I felt like Adam needed something that wasn't involving a katana, so I thought about him going straight beast mode that is more focused on his semblance. What made me want to lead Adam into this is cause his semblance has similar properties to Charon from Fire force, so I thought it was good for Adam to have a broader spectrum to his skill set.

I also hope you guys liked the new reveal of Iron Man's armor and you also should thank Nacoma23 who helped ono that part of the chapter, since he is the one who is writing an Iron Man/Whitley fanfic.

I know there is probably more that I should explain, but if you have questions please feel free to PM me and I can answer your questions.

Thank you all for supporting my story and leave a fav, follow, and review. Don't forget to also check out Nacoma23'a story too while you are at it! Thank you!


[Omake: The odd one out]

Though Beacon may have its problems that don't mean there are more problems happening around the city. One particular problem involved a simple taxi driver taking one of his regulars back home even though the city was experiencing literal hell.

The taxi driver only had 3 miles left to his destination but was stopped when a Beowolf appeared in front of his car and placed his massive clawed hands to stop the car from moving.

"RROAAEER!" The Wolf Grimm bellowed to the taxi driver.

"WAAAAHHH!" Screamed the taxi driver. As his life was flashing before his eyes, the passenger he was driving him reacted to the Beowolf by unholstering his gun and firing several well-placed shots into the head of the Beowolf instantly killing it.

"There you go, Dopinder." Deadpool, the merc with the mouth, holstered his gun back and resumed watching whatever he was seeing on his scroll as if he didn't just kill a monster. "I handled the big bad monster again. So, let's get this princess, me, back to the castle."

"I think I S*!T myself," Dopinder said as he waited for the Grimm to fully disintegrate before driving. "Um, Deadpool?"

"Yes, Dopinder?"

"Shouldn't you, um," The taxi driver stopped in order to let a pack of Boarbatusks cross the street. "Save the day?"

"Oh! Come on!" Deadpool just screams in anger at what he was watching on his scroll. "Ugh! Well, to answer your question. I was just waiting and letting the main plot unfurl, since adding too many characters makes it harder for the readers to keep up the pace."

Dopinder didn't know how to respond to what Deadpool said. After all, he is used to DP's weird antics and rolls with whatever he says.

"But this," Deadpool moved his way from the back seat to the front and shove his scroll right to Dopinder's face. "Look at this! Spider-Man, Iron Man, Ant-Man, Wasp, and Black Panther, who don't even have his own chapter, already formed a team! I should be there, Dopinder! I mean, I had an Omake with this story the longest! People are already expecting me to be part of the main cast by now."

"So, does that mean?"

"We're going to Beacon, Dopinder!" Deadpool exclaimed. "And we need to hurry too! I can already tell the Arc of this chapter is almost over and I want to be there and force my way into the group before Wasp title drops their group name!"

"Ok, DP," Dopinder moved his finger to his scroll to set Beacon as the next destination. Only to stop when a large Death Stalker burst out underneath the road causing Dopinder to stop his car and scream once again. "AAAAHHHH!"

Still screaming, Dopinder didn't notice Deadpool leave the car until he saw the merc stand in front of the car.

"S'ok," Deadpool cracked his neck and shook his hands. "I got this." No sooner did he say that than did Deadpool notice that his signature katanas were not on his back. "Shoot, I forgot I left them in the car. Hey, Dopinder? Can you be a buddy and-"

"AAAHH!" Still screaming, the Taxi Cab driver reversed the car and left Deadpool against the Grimm scorpion.

"And your gone," Remembering that he at least has his guns, Deadpool unholstered his twin deagles before remembering one of them no longer has any bullets. "Ok, so only one gun has 6 bullets. Not bad, not bad."

Suddenly, Deadpool placed back to empty gun back into its holster and grabbed a stop sign post that was torn out of the cement sidewalk.

"Ok! Now!" With a gun in one hand and a stop sign in the other, Deadpool got in a fighting position and prepared for the Death Stalker's attack. "MAXIMUM EFFORT!"