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


Chapter 58 Something New and Black and Blue

Today seemed like any other weekday in the city of Vale. People were rushing to work, and teens used their remaining days of no school to relax and talk with friends. Nothing out of the ordinary and no sign of any trouble making the people drop their guard as they believe no harm will befall any of them.

While people kept their eyes forward, none registered to look up at the sky. If they did, they would notice Spider-Man in the air and crash into a glass window from a tall building!

The force and speed of Spider-Man's impact caused a portion of the side he crashed into to fall onto the street filled with civilians. As glass, cement, and rebar plummeted, Spider-Man shook off the attack and jumped off to stop civilian casualties. Diving down to reach the broken pieces of the building, Spider-Man used his webbing to create a rigid safety net that held all the broken pieces.

Spider-Man's small victory was short-lived as his body impacted the sidewalk, leaving him five feet into the ground and an outline of his body. Usually, the wall-crawler would have no problem catching himself from such a fall, yet upon closer inspection, the young vigilante was not currently in top condition.

If anyone on that very street was asked what Spider-Man looked like, they would say that he looked like a herd of heavy Goliaths trampled upon him. Spider-Man's suit was torn from his right leg and left arm, showing severe bruises, with the arm showing the worst as one more hit could cause it to snap. His suit was something that was also beyond ruined as the superhero was now only wearing just a red skin-tight jumpsuit as his signature blue hoodie was not on his person.

"Ugh," A loud ringing was all Spider-Man could hear after landing hard a second time today. Eyes fluttering open, he can see his view of the blue sky with his right eye seeing through a cracked lens. Turning to the side, Spider-Man groaned when he picked himself back up on his feet. Climbing out of the man-shaped hole he was in, Spider-Man's right compound lens seemed to finally give out as it fell off his mask, revealing his black eye. "All of you. You all need to leave!"

Spider-Man could already feel slight tremors from below his feet, and the rise of his Spider-sense was enough for the hero to yell louder for everyone on the street to leave immediately.

The people close enough to hear him looked confused at what was happening and, simultaneously, scared of what caused Spider-Man to look like he needed to go to the ER. One was about to call the hospital to have an ambulance pick Spider-Man up, only to feel tremors coming from somewhere close.

People who were walking started to panic at what was causing such violent shaking, and those inside vehicles began to leave their cars when they thought the roads were about to collapse.

"Oh yeah, I told you guys to run, and you just gawk and stare," Spider-Man went on a small rant as everyone ran past him. "But not when the danger is here. You all take my advice." A sharp pain caused the hero to wince in pain. "Grrr! I can't blame them. I'm trying to run away from them too. Fighting them isn't a good idea in the city. Just need to head to the docks."

Spider-Man's body braced itself as the ghost street he was on shook violently to the point where abandoned cars started to blare alarms—signaling Spider-Man that the threat he was facing had arrived to finish what they started.

"Spider-Man!"

A hulking being more beast than a man wearing thick grey armor resembling skin displayed his massive muscles and thick veins. Compared to Spider-Man, who was already tall before the radioactive Spider bit him, this new enemy Spider-Man is facing was far taller than him. And he was sure that if given the opportunity, he would crush Spider-Man underneath his large foot.

Or maybe impale him with the 12-inch sharp horn and could easily pierce through cement, steel, or a human body.

"You're not running away from the Rhino!" Screamed the grey juggernaut before charging with surprising speed.

"Well, tell the Rhino to learn not to speak in the third person." Spider-Man's let out a quick insult and then jumped over the charge. His quick thinking was a good idea, for Rhino effortlessly tore through half a dozen cars before finally stopping when he punctured a heavily armed cash transport car.

'It is easy to handle him,' Seeing a chance to immobilize him, Spider-Man shot a dozen impact webbing aimed at Rhino's feet, yet was intercepted by Sandman, who appeared under the street, and created sand well dense enough to catch the webbing. 'Too bad I'm not just facing one opponent!'

"Don't run ahead of me," Sandman said to Rhino. "You know the plan, so stick to it."

"Right." Rhino didn't say anything else and looked back at Spider-Man.

Nodding his head, Sandman morphed into sand, and instead of attacking Spider-Man, he shifted his sand body into a giant sand tunnel making a one-way road with the Rhino charging at Spider-Man once more.

"This again!" Knowing what would happen if he tried to use his web line to escape. He instead used his dust-coated webbing of ice to create obstacles to slow the Rhino down, so he had time to run. "Seriously! How the heck did today start this way!"


The start of the morning wasn't painful for the young man. How it started was Jaune was alone in the woods outside the protection of the city's walls. He was by himself, so he could continue his training given to him by his teacher, Madam Web, who had to be away for personal reasons. That doesn't mean Jaune could just stop his new training regiment.

Jaune performed the same exercises, such as running with heavy boulders, perfecting his dexterity by weaving his webs to different shapes and sizes, and polishing his fighting style.

Before Madam left, she deemed it acceptable to give Jaune a few basic stances and would teach him more when she returned from whatever she had to do.

Now, the blonde admits he was not much of a hand-to-hand fighter. Throwing punches and kicks with his super strength was just enough, maybe even overkill, to handle crooks and gangsters. That was his old mindset, at least, and now that he had just entered another level of monsters and danger, there was no excuse for him to seek more strength.

Imagining an enemy was attacking him from behind, the young vigilante ducked and performed a leg sweep followed by a downward strike. He then did a forward role, crouched in a low stance, and then a back flip.

He tried his best to follow in his family's footsteps using a sword and a shield. Thinking back, Jaune didn't even think about using his family's heirloom for a while. It just stays in the closet, covered in clothes with no user ever to unsheathe it.

'Maybe I can ask Maria if she can teach me to use bladed weapons.' Thought Jaune as his body performed a high kick and brought it down to have his heel slam into the dirt. 'No, I think it's past the point that using it is just redundant as I have enough strength to snap it if I try to use full force.'

Being near a tree, Jaune stood up straight, put his fingers an inch away from the tree, and instead then forming a fist, Jaune pushed his fingers like a spear and pierced the solid bark with relative ease. Deciding not to remove his arm from the tree, Jaune exerted some strength to uproot the tree out of the dirt. As he lifted the tree, Jaune threw it in the air and waited for it to come down. Gravity finally took control and brought the large tree down, gaining speed to where Jaune was standing.

Not leaving his spot and ignoring his spider-sense to escape the danger. Jaune took a deep breath, jumped to meet the tree in midair, and shifted his body to have his right foot make contact first. When it was close enough to hit him, Jaune activated the weak force, controlled it to have his right leg glow, and like a hot knife cutting butter, the tree was split in two with little resistance, and the two sides landed in different locations.

Landing without making a loud noise, Jaune looked back at his work and felt a smile of pride in knowing the training was paying off. Jaune thought it would take some more time to fully control the weak force, only to have his doubts removed thanks to Madam Web's teachings. While true, she was caught off guard once again by Jaune's unique power set. The blind Spider saw this as just another extra lesson for her to help Jaune get a better handle on his powers.

"I wonder what Madam Web is doing?" His question was short-lived when his scroll sounded off that he had a message. Jaune checked his scroll and found that the person texting him was his best friend, Harry Osborn.

"'Are you doing anything today?'" Jaune read Harry's test out loud. Replying that he had nothing to do, Harry immediately responded by asking Jaune to meet him at his dad's company. Specifically, the same building where Jaune got his spider powers from.

The traveling didn't take too long for the young hero, and when he arrived at the rendezvous point, Jaune could see his best friend talking to other people wearing pristine business attire. Harry didn't notice Jaune yet as he was too busy talking to his father's business team about funding specific projects that could give the best revenue to Oscorp.

'He looks like an actual adult,' Jaune can see that he wasn't the only one to change after the Vytal Festival incident. Harry, who had a vibrant and friendly vibe, was gone, and now he had this cold and emotionless image that made him look like Norman. 'Maybe I should let him know I'm here.'

"Harry!" Jaune walked close enough to say his best friend's name, and like a spell being broken, Harry's stone-cold appearance changed back to the usual Harry Jaune remembers. "It's good to see you again!"

"Jaune," Before any of the adults could talk to Harry, the young Osborn walked away from the group and hugged Jaune. "So good to meet a familiar face. I'm sorry I couldn't reach out sooner."

Returning the hug, Jaune patted his friend's back and was surprised that beneath the suit Harry was wearing were solid muscles. 'Now that I think about it, Harry seems a bit taller too.'

"Glad you can make it," Harry broke the hug and turned to the business executives. "I'm taking a short break. I want what we all agreed to be on my desk, so I can go through them and will send an email with a list of which projects should get the green light."

Some nodded their head, and others said "Understood" before walking away and breaking off into smaller groups. The two boys were now on their own, with Harry leading Jaune to a section of the building that only a few could enter.

"You came in a great time, Jaune." Harry smiled, something he hadn't been doing since taking responsibility after his father's unconscious state. "Handling the family business isn't as thrilling as I hoped it be. How are Gwen and Brock? Are they doing good?"

"I haven't been contacting Gwen," Jaune frowned. "I feel that we really haven't been hanging around lately. Sorry if I didn't contact you either, Harry."

"No, no, no," Harry waved off the apology. "You can't apologize for something that you aren't responsible for. I'm sure Gwen understands too. Maybe when school starts back, you can see her, and things can go back to normal."

"What about you?" Jaune waited for Harry to say something, only to see his friend just stare straight ahead. "Harry? You're coming back to school, right?"

He didn't say anything, and Jaune wanted to press the issue when the two teens entered through double doors leading to a large lab with some pretty amazing tech.

"I wanted you to see this," Harry led Jaune to a machine with a man and a woman wearing lad coats. "Jaune, I want you to meet Doctor Otto Octavious and his wife, Rose."

"Mr. Osborn," Otto Octavious, a middle-aged man with short brown hair and circular glasses, gave his wife, a glance that signaled her to hand a clipboard to Harry. "Good to see you again. As you can see, our project is getting closer to completion. This clipboard gives you the statistics as if the projection we hypothesized is true. We will have it completed within a month."

"Good to hear, Mr. Octavious," Harry motioned to his friend. "I want you to meet my friend, Jaune Arc. I'm sure I told you this before, but this guy," Harry patted Jaune's back. "Helped me pass my High School science."

"Nice to meet you, sir." Jaune put his hand up to shake Otto's hand.

"Arc," After shaking Jaune's hand, Otto's eyes widened when the name reminded him of someone. "I believe Doctor Connors told me about you."

"Really?"

"Well, more specifically, his lab assistants Gwen Stacy and Eddie Brock. Those two told him you had been quite a favorite to some teachers. You had a rough start being new and also starting midway through Midtown High. Yet that didn't stop you from being considered one of the smartest kids in school."

"I wouldn't want to think I'm the smartest kid." Jaune felt heat rise in his cheeks. This moment reminds him of the time when Norman, a man who made a multi-billion-lien empire, that he respected him, a kid who had a big dream only to crash and wake up to reality when coming to the big city. "I just try and get better."

"It's not about being better. It's about working hard, and your friends expressed how you work the hardest. Harry told me that you had juggled multiple jobs to keep a roof over your and your Aunt's heads. How they see you at times tired when at school, yet still maintain such stellar academic grades. I've met many people in my time who use their brilliance and squander it, but it seems like you are one of the rare few I get to meet who doesn't think of themselves above everyone." Otto gave a nod of respect to Jaune, and before the boy could play off his hard work. The woman to Otto's side pulled on the sleeve of his white lab coat.

"Otto," Spoke the woman, Rose, and leaned close to his ear for only him to hear. What she said made the man frown and then separated from him. "I'll be heading back to the office. I'll see you later. Love you."

"Love you," Otto kissed his wife before she left to handle something. "I hate to cut things short, Mr. Osborn, but is there anything else I can do for you before I get back to work?"

"Right, Mr. Octavious, I wanted to get your attention for my friend, Jaune," Harry put a hand on his friend's shoulder. "Works as a reporter for the Daily Bugle, and I got to talking with Mr. Jameson about getting Jaune to be the select few to see the unveiling of your Nobel peace prize!"

"Soon-to-be Nobel Peace Prize," Otto laughed. "I must finish my work before it can get such fame."

"Can I ask what you'll be making, Mr. Octavious?" Jaune could see behind Otto that what he was making was large, with four curved metallic pillars circulating a platform. Next to the unfinished machine was something else, but it was covered in tarp, making it hard to guess what it could be.

"If I told you what it is, you'll die of boredom. I know Mr. Osborn was when I explained it to him." Both Otto and Harry laughed. "To make it short, what Mr. Osborn is helping fund is a dream I am happy to make a reality. This invention will allow me to hold the power of-"

Someone opened the double doors, rushed to Harry, and spoke in a quick but panicked tone into the young Osborn's ear.

"Sorry, but I think I'm going to cut things short, Jaune." The young billionaire had a grimaced look. "I need to handle an old associate my father had displeasure working with. Come on. I'll escort you to the entrance."

The walk to the main entrance was short, and after saying their quick goodbye, Jaune saw his friend be swarmed again by the same executive he had seen before. Seeing as his presence was not needed anymore, Jaune made his way out when the feeling of his spider-sense started to tingle.

Jaune didn't waste any time finding somewhere to change into his spider suit and started web-swinging to get a better view of the city. It didn't take long to find the danger as he could see a small-scale sandstorm rampaging through a street.

People ran away unharmed from the street, and those driving decided to abandon their cars as the sand made it impossible to navigate. Looking to where the street was heading, Spider-man's eyes widened as the road ended at the same building Jaune's friend was in.

"Don't have time to warn Harry to evacuate the building!" Swinging in closer to the sand storm, Spider-Man raced ahead of it and used his web-shooters to create a wall of ice webs. When it formed, Spider-Man landed on top of the ice wall and shouted at the sandstorm, who he knew was Sandman. "Whatever you are about to do, I advise you to stop! And can you please tone down the sand!? I doubt the city can use snow plow trucks if you keep throwing sand everywhere!"

Spider-Man's shouting seemed to do the job, and the raging storm stopped and reshaped into the familiar form of Flint Marco, who was sporting a green suit instead of his usual striped shirt and slacks.

"Oh, hey, you listened." Spider-Man felt a bit awkward as he didn't expect Sandman to listen. "So, uh, nice suit. Glad that these past couple of months made you still try on some nice suits. But if you are willing to cooperate, I was hoping you can-"

"You can't stop us, Spider-Man."

"Oh, you interrupted me." Spider-Man can already see that talking is off the table, so he allows Sandman to get out whatever exposition he has before they start the fighting. 'Did he just say 'Us'?'

"After we're done with you. You won't think twice about getting in our way."

"Whoa!" Spider-Man felt significant vibrations that made him tense in preparation for what was coming. "These tremors! Is someone driving an armored semi!?"

"You know why I scared everyone away from this street?" Flint spoke, and with each second, the vibrations became more and more notable with how it caused windows from stores and cars to shatter. "Because I don't want any moving obstacles for my associate."

The source of the quakes came when it bashed through half a dozen cars that were blocking the road. Despite the large size, it was surprisingly fast as it pushed through anything in its path, including shattering the ice wall.

Jumping off the shattered ice, Spider-Man landed on the side of a building and looked at the massive form of Sandman's new friend. What was notable was how large this guy was, almost comparable to an Ursa Major, only replacing the bony plates and spikes with a grey suit. As he shook off the ice off his massive frame, the grey juggernaut looked at where Spider-Man was, and when he revealed his face to the webhead, a faint memory surfaced in Spider-Man's head.

"It's you," Spider-Man made a thinking pose to get a name on the newcomer. "Don't tell me your name! I start with an 'R' and end with an 'O'. Hmmm, Ah! Roberto!"

"I never gave you my name, but if you must know," The large behemoth bent down, was in a running position, and angled his head to have his large horn to face Spider-Man. "I go by Rhino."

The sound of crushed asphalt was the sign that Rhino charged, and with the force of a speeding locomotive, Rhino crashed into the building resulting in a portion of the structure collapsing. Web swinging away from the danger, Spider-Man looked down at the destruction of Rhino's work as the grey menace emerged from the other side with no visible signs of being affected by his tackle.

"That was my first guess, but I just didn't want to assume names. You know how it is these days. I can't say anything before it offends someone. Now that I think about it, I'm sure I would get annoyed if people called me 'Spidey' rather than 'Spider-Man.'"

'Good thing I asked the spiders to check if anyone is in that building. I'm lucky that there isn't anyone near us. Can't push my luck, though. These two are dangerous in the city. I need to get to the docks!'

As he made small talk, Sandman resumed his form as a sandstorm and flooded the area with sand particles limiting Spider-Man's vision. Web swinging with barely any sight of what was in front of him, Spider-Man was not slowing down, and when he did-

"Whoa!" It was to let go of his webbing to avoid a car being thrown at him by Rhino. This continued for a few minutes as Rhino hurled cars, pieces of stone, and light posts. "Hey! Hey! Don't just throw things all willy-nilly! Think of all those taxpayers, for goodness sake! Think of the union workers for a moment, you monster!"

While dodging the thrown projectiles, Spider-Man didn't want to spread any more property damage and made sure that any object Rhino threw was webbed up and suspended in the air to prevent it from damaging anything and anyone nearby.

'My spider-sense can handle guiding me in this storm and from Rhino's attacks.' To prove his point, Spider-Man moved his body to the right to avoid a bus that would have hit him pass by before being stopped midair by Spider-Man's web nets. Landing on the bus, Spider-Man used the emergency hatch to enter the vehicle so he could stop getting hit by sand. 'But I need some breathing room!'

Lifting his mask to have his mouth spit out some sand and breath in the air. The webhead used his slight reprieve to tap into his mind and connected to any spiders to give him a third-person view. Like always, he reached out to any spiders close to him, and then those spiders would reach out to other spiders until a web of information was fully connected and gave their insight about what they saw and heard back to Spider-Man.

"Can't get any arachnids to assist me with how strong Sandman's storm is." He couldn't help but laugh that one of his most valued power was stopped by a bad connection. "I wished I asked Madam web for more lessons on talking to spiders. Maybe asked if there was a better contract to get better service."

Jokes aside, Spider-Man had only one objection: to get above street level and get a better view of where the docks are. At the same time, make sure not to get hit by Rhino or Sandman, keep property damage to a minimum, and keep their attention on him and no one else.

"Yeah, I think I can handle all that." Placing his mask back down, Spider-Man braced his body in preparation for a sudden shake from outside the bus.

"Get out here, so I can kill you!" Screamed Rhino, who jumped up and grabbed the bus's undercarriage. Using his heavy weight to pull the bus down, Spider-Man didn't want to imagine if Rhino decided to let go and dived out of the vehicle to avoid further harm.

That is until Flint got the drop on him, landed on Spider-Man's back, killing any momentum the webhead had, and harshly landed on the concrete sidewalk. He attempted to get up, but the young hero's face slammed back on the ground when Sandman duplicated perfect clones of himself and dogpiled on top of Spider-Man.

'I thought Rhino was the danger, but it looks like Sandman was the biggest threat of the two.' Spider-Man tried to lift his head to look at how many were on his back when a hand slammed his head back to the dirty concrete. 'Since when could he make perfect sand clones of himself? Last time they were just mindless sand creatures! I feel like I'm missing something here!'

"That hurt!" Spider-Man said with gritted teeth, and with some more strength, he pushed himself back on his feet. Spidey's burst of power caused the sand clones to be pushed off and land on the street, where some reverted into the sand. "Nice tricks, Sandman. You finally decided to use your brain to make an actual life-like version of yourself. You even got them to be just as mindless as you used to be."

Body reacting to the spider-sense, Spider-Man performed a high back flip and dodged a power tackle from Rhino. Landing on his feet, Spider-Man shot a web on Rhino's feet and pulled to trip the muscle head.

Too bad that the weight and the speed Rhino was going made it difficult for Spider-Man to try and pull Rhino's feet from under him. Letting go of the silk rope not to be dragged by the hard charger, the teen hero chose to create two lifelines and climbed to get him in the air and away from his attackers. Continuing his ascent, Spider-Man was just about to breach the sandstorm when an unexpected move from Flint caused the hero to panic.

While it was unnerving that Sandman could generate his own sandstorm, what came next made him all the more terrifying was his fine control. For instance, is how the sandstorm was starting to condense to a sand twister with Spider-Man getting pulled along!

'I need to pull myself out of this thing!' Easier said than done as he tried and failed to shoot a lifeline, resulting in it getting torn by the sand tornado.

Seeing no other choice, the vigilante attempted to reach the center of the twister, and when he was getting close, he felt gravity take hold of him as he fell. 'Just need to timing!' Shifting his body to have his face upward, he aimed his wrist and tried to fire when Spider-Man felt the back of his skull tingle.

Time seemed to slow down for the vigilante when he heard a war cry coming from his left side. Turning his head, Spider-Man sees Rhino bursting through the sand twister and is just about to tackle the hero.

'I don't have time to dodge!'

Rhino finally landed a solid hit as his body, added with the sprint to increase the damage, connected to Spider-Man's whole body. Expecting to feel warm blood covering his face due to Rhino impaling Spider-Man with his horn, the grey behemoth instead experienced a strong gust of wind followed by his sight being obscured by webbing!

"GRAH!" Ripping the webbing of his face, Rhino blinked to adjust his vision and saw no dead body. "Where'd he go!?"

Sandman morphed back into his human form and pointed toward where Spider-Man was.

"Thanks to you, you punted him out of range!" The human sand growled at Rhino's blunder. The plan was solid enough as Sandman would provide support by distracting and overwhelming Spider-Man with his sand clones and sandstorms. Rhino would charge in and land the decisive blow, as he had the muscle to outmatch the hero. "Now we got to go after him before he runs away."

"Do not blame me, human. I know I had him. Maybe you should have stopped him before he escaped. Thought of that!?"

While they bickered about who was at fault, Spider-Man was busy trying to stay conscious as his body sailed in the air. This short flight was broken when he crashed into a building, waking him up from his short sleep.


Now, at the current time, Spider-Man was back at it again, trying to run away from his enemies with little success.

'Still, I was lucky my plan worked. Otherwise, I would be dead by now!'

It was a gamble, and that gamble kept him alive! Right before impact, Spider-Man used his web-shooters to shoot impact webbing at Rhino. The pressurized wind dust coated in the webbing would create a pocket of air between Rhino and Spider-Man. And using Rhino's force, Spider-Man braced for impact, which resulted in Spider-Man being catapulted out of Flint's sand cyclone.

'It worked a bit too well!' Spider-Man did not expect the wind pressure would have him emerge from the situation to result in his costume being in tatters. 'Can't cry over my own mistake. After all, I didn't expect breaking through Sandman's trap would be that painful! Either way, thanks to that small window, I caught a glimpse of the docks!'

"Just need to lead them there," Spidey ducked when a spike erupted from the right to stab his head. "Without having to turn into a pincushion!"

"Get back here!" Screamed Rhino, who was not affected by the sand obstacles as his body was too sturdy for Flint's attacks to hurt him.

"I see how these two are a good match-up." Said Spider-Man as he maneuvered each trap that attempted to either kill him or slow him down long enough for Rhino to kill him. "Just a little bit further and-"

Spider-Man's eyes widened as he saw Flint attempt to change Spider-Man's direction by changing the tunnel to turn right.

'Sandman's trying to make me run in a circle!' Pushing his body to run further, the blonde Spider sprinted straight ahead and began to perform a cartwheel. He was generating the weak force into his feet and hands to cause his cartwheel to turn into a flame wheel that burned through the sand and freed the hero. From a cartwheel to web-swinging, Spider-Man turned his head over his shoulder to spot Sandman and Rhino hot on his trail.

"I'm almost there!" Not slowing down to look back if they are close or not. Spider-Man passed an office building and was welcomed to the sight of the sea. "Yes!"

Just when he was midswing, Spider-Man's had to let go to dodge a sand spike that almost impaled him. Reaching the docks, Spider-Man attached a web line to a container crane and started the next part of his plan.

"Got to say, I'm impressed it takes both of ya'lls all four brain cells to come up with a decent plan. Or do I have to thank Roman for giving you guys orders that are simple to follow?" Spidey's insult was rewarded by Sandman firing off a sandblast intending to knock him off balance.

Firing an ice web to freeze the attack in midair, Spider-Man then shot a web line at the now frozen sand, redirected the attack, and flung it back at Flint. Sandman was about to guard when Rhino put himself before the attack and crushed it with one hand.

"Why are you standing there?! Hurry up and turn into sand already!"

"We're near the ocean." Flint bit back. "I don't have complete focus when I spread my conscious, and if I get too close, It will take time for me to put myself together."

"You tell me this now?!"

Their arguing was cut short when Sandman was shot with ice webbing freezing him in place. Rhino attempted to free his accomplice but was stopped mid-swing as Spider-Man attached a web line from Rhino's arm to the crane container as the anchor.

"Curse you, Spider-MAAAH!" Rhino's eyes were covered in a web, making him see only darkness and leaving him debilitated.

Not leaving things to chance, Spider-Man shifted his web-shooters to fire heavy-duty webbing at his feet to keep him grounded, and then fired a web line to Rhino's other arm and attached it to a second container crane.

Landing on the ground, Spider-Man added several more heavy-duty webbing onto Rhino after applying the last layer of webbing. He dropped his injured arms as Rhino and Sandman were now captured. Now that he had a moment of reprieve, Spider-Man focused on his connection to nearby arachnids to assist him on how much damage they caused in the city.

"Some streets are damaged, covered in sand, but no one is harmed." Spider-Man sighed in relief. "Thank goodness. I doubt the police didn't notice all the commotion, so now I need just to sit tight and- hmm?"

It was faint, but Spider-Man's acute sense to feel the vibrations underneath him was followed by his danger sense going off. He didn't need to second guess to know that danger was coming from below. Spider-Man was close to getting trapped in a sand trap only to evade such a sneak attack by the skin of his bruised skin.

While web swinging from the danger, Spider-Man observed the sand geyser was spreading sand around the area. Those same spots that had sand started to form sand clones, with each Flint sporting different weapons coming from their arms.

One clone, with both arms having morphed into spikes, slashed away Rhino's restraints freeing the man and making Spider-Man efforts go to waste. Letting go of the lifeline, Spider-Man landed on top of one of the clones crushing it back into sediment before going in for the attack.

'I should have expected Flint to pull something like this. He did the same thing when he hijacked that Atlas ship.' Looking at where he froze Flint Marco, Spider-Man sees that the frozen statute was hollow. 'Before he could freeze, Sandman bore a hole large enough to seep some sand to escape. He must have also grounded up the rocks beneath the docks to make more sand.'

Ducking to avoid a wide strike from behind, the young Spider did a flip, landed behind the attacker, and punched a hole into its chest. The clone got ready to seal the arm to lock the hero in place, only to see soon its chest turning into glass and then shattered. Webbing up the shards in a web-made bag, he tossed the contents into the ocean and then more quickly started the same process with another dozen sand clones as a way to widdle down the numbers.

Changing his right fist into an open palm, Spider-Man used the weak force to turn his hand chop into that of a hot knife as he slashed at one of Flint's sand dummies in half. Spider-Man then severed another clone's arm and its legs, leaving it helpless as it wiggles on the floor. Webbing the sand dummies and tossing them in the ocean, Spider-Man's eyes widened as his perception started to slow down to a crawl.

The hair on Spider-Man's back stood up, and the pain in the back of his head was the signal for Spider-Man to move away from whatever danger was closing in. All around him were just Flint's sand dummies, which gave Spider-Man a clue as to why that is a problem.

"Where's Rhino?"

Spider-Man got his answer when his shadow was swallowed by a large object making the vigilante look up to see Rhino dropping a shipping container on top of the webhead. He was going to move out of the way, yet the sand clones blocked his path by combining and turning into a sand wall closing any chance of escape to zero.

The light turned to darkness when Spider-Man was trapped in the container, and with the hero captured, Sandman pounced at the chance to wrap around the metal crate and started to compress it. Its metal walls close around him, and before he could get crushed, the young Spider could meet an untimely death. He jumped high enough to reach the top of the container and punched his way out of the death trap.

Getting some space between him and his adversaries, Spider-Man tried again to capture Rhino to gain an advantage, only to stop and evade a sneak attack from one of Flint's clones. It was only a matter of time before Sandman increased his odds of taking Spider-Man down, and it seemed the odds worked in his favor as they overloaded Spider-Man's danger sense.

'Too much danger!' He ducked under an attack from the front and then grunted in pain when another clone struck him from the side. 'I can't' concentrate on when the attack is coming when it's practically everything around me.'

Trying to go on the offensive again by activating the weak force in his hands to turn the sediment soldiers into glass did work for a moment. Only a problem arose as more sand golems used the glass as makeshift weapons to stab Spider-Man!

"Oh, God! I made things worse for myself!" Dodging as best as he could, the numbers started to become too much for him. "AUGH!"

Such overwhelming odds made Spider-Man lose his concentration allowing an attack to finally land as he felt a sharp pain coming from his right leg. Crimson liquid streamed down the injured leg, and the pain distracted the hero enough for Rhino to land a solid hit with his massive forearm knocking Spider-Man off his feet.

"Grah!" Pain enveloped Spider-Man's mind, which caused him not to break his fall, resulting in him tumbling against the cement ground and landing at a wrong angle on his left arm. When trying to get up, Spider-Man screamed in pain when he tried to apply weight in both arms with the left giving out. "FFfff-" He bit his lips to the point where he drew blood. "I think my arm might be broken!"

'Don't panic,' Memories of the hours and hours of training and teachings from Madam Web helped him get back in a combat mindset. 'Don't show them you're weakened! I need to use my head! They seem like a good team, but I can see some friction. That means I can exploit it!'

"That all you got?!" Spidey taunted. "After all that effort Sandy Cheeks made, you only did one punch!? Dang~! You some sorry backup dancer I have ever seen."

A vein was throbbing on Rhino's forehead at the insult hurled at him! Wanting to shut that mouth of such a puny Faunus, Rhino was getting ready to charge when Sandman placed himself between his partner in crime and the wounded superhero.

"Don't get riled up," Flint tried to calm Rhino down. "Remember the plan."

"Yeah, remember the plan, stupid," Spider-Man's voice grabbed Rhino's attention. "Just stand back with your hands under your butt and let the real brains handle everything. And soon as he tells you to do something, you do that, ok, buddy? Sandman just needs the muscle and not an extra brain cell."

"Grrr!" Rhino was seeing red, and his fast heartbeat was drowning his hearing to the point where he could not hear Sandman trying to talk him out of acting rash. "Get out of my way!"

"Wait!" Flint tried morphing his body into a sand wall to stop Rhino. His effort was a waste as Rhino's rage and power were far stronger than the sediment barrier as he breached through and charged head first to impale Spider-Man.

'That's it,' Spreading his feet wide and bringing his right arm in front of him, Spider-Man stayed in place and waited for Rhino to get closer. 'Just a little bit closer.'

Ten steps became five, and when Rhino was just one step away from piercing his horn through the hero's chest, a feeling of vertigo washed over Rhino. He tried to take a step forward, but he felt like his foot was touching nothing but air, and his confusion further spread when his eyes saw the world upside down!

"W-what is this?!" Shouted Rhino as he was upside down, making the blood rush to his head.

"Payback." Not saying anything else, Spider-Man tightened his right fist, reared it behind his head, and struck Rhino dead center in the face! The power behind the attack, added with Rhino still floating in the air, caused the grey goliath to spin uncontrollably, making the horned villain start to feel sick to the point where he vomited out whatever he ate this morning.

Knowing that the gravity dust he planted in front of him would ware out soon, Spider-Man timed each strike to hit Rhino's chin. One strike made Rhino spin in the opposite direction, making his brain rattle inside his skull and the second strike was a right hook to the chin once more, making Rhino spin horizontally.

At some point, Rhino's mind was already long gone from being conscious and was now spinning with no resistance to the force. But Spider-Man didn't know that, so a downward kick slammed Rhino head first into the ground with one last attack, causing a cloud of dust to envelop them. A second of silence passed when the dust settled and the sight of Spider-Man standing over a defeated Rhino.

'I'm glad he is so easy to anger.' Spider-Man wasn't sure if it planting a trap would work or not. A simple plan to prey on their synergy, which awarded him one less enemy to fight. 'Too bad there is one last one to deal with.'

"Tch," Flint bit back a curse at his partner's hot-blooded temper. If Rhino had followed the plan and just worked together with Sandmen, things would have gone smoothly. "Guess I have no choice but to do things alone."

"Is it too much of a hassle and just ask to come quietly?" There was no way the police didn't notice all the commotion and should be arriving by now. "Face it, Sandman, you can't keep this up. Just stand down, and let's talk this through. Don't make this go any further. Please."

Flint didn't say anything, only staring at Spider-Man with a determined gaze to follow whatever plan was given to him. Flint once more raised a mob of clones to fight on his behalf, allowing his consciousness to fracture and embed each fragment into the sand.

'This needs to end right now.' At first glance, Flint would seem to be invincible with how he can spawn so many sand clones, yet there is a limit to his mind can handle the stress. 'If this keeps up, I'll have a more challenging time reforming myself. Just need to make one opening and take him down for good.'

Attacking Spider-Man with a small army, the vigilante suppressed his spider-sense and got in a fighting stance.

'I'm so banged up because I keep relying on my spider-sense to get me out of danger.' A dodge to the right and a straight right punch were enough to destroy a clone. 'Keep calm, don't let the danger shatter your resolve, and trust your fighting instinct!'

Despite fighting with just one arm, Spider-Man performed far better than before, finally putting Madam Web's combat training to full use. The golems being easy to destroy, gave little resistance to Spider-Man's strikes that were imbued with the weak force to keep them down.

'Just keep a calm mind,' Spider-Man dodged to the left, struck with a punch, and then performed a rear kick to a sand golem that tried to perform a sneak attack. When two clones were about to tackle Spider-Man from both sides, he jumped into the air resulting in the two crashing into each other. Landing away from his previous spot, Spider-Man ducked when another tried to behead him. Putting his weight in one hand, the young hero brought his legs close to his chest, extended them outward, and struck his attacker. 'This can't keep going. I need to find the main body and freeze him or use my weak force to turn him to glass, disrupting his control over the sand.'

One clone was close enough to attack with an arm forming a large hammer, and just like before, Spider-Man intercepted the attack and punched straight in its head. Right when his fist connected, the sand clone split his head in two, avoiding the strike, and then reformed again, trapping the limb and locking the hero in place.

"Got you!" Said the real Sandman.

'I got so used to fighting the clones that I wasn't prepared for the real one!' Forcing his other arm to move, Spider-Man repressed a scream of pain as he moved his left wounded arm to attack Sandman in the hopes of breaking free.

"It's time I put you down for good." What happened next made Spider-Man gasp in horror as his left arm started to wither, leaving only a shriveled arm. "Don't fight it. It'll be over real soon!"


WOW! I can't believe we reached 3,000 followers! It has been a long time since I started this fic, and already we have achieved so far with this fanfic! Thank you all for the support and the time to read my story!

Super sorry If this chapter felt short to you all. I did not have enough time to really add more. My original plan was to have this fight over, but due to time constraints and personal tasks, I had little time to flush out the battle between Spider-Man and Sandman/Rhino.

Speaking about Sandman and Rhino, I really wanted them to get a debut with their teamwork, and the showing of Rhino was the start of Spider-Man's premonition. I know that Jaune's premonition had a different order of villains, and I like to say that it just showed him the enemies he will face and their perspective, attributes, and appearance, nothing more than that.

Rhino is currently at his generic level and plans to make his power grow later on, as I just wanted him to show his shortcomings. As for Sandman has displayed far more personal growth and development potential and has shown to be far more deadly than Spider-Man anticipated. In the next chapter, how he came to be the Rhino will be revealed in the next chapter. I wanted it actually to be explained in this chapter, but due to personal responsivities, I could not write it in this chapter.

Some would think that Spider-Man should have been able to defeat them easily as Madam Web trained him, yet you need to remember that training and mastering are different. While SPider-Man has trained makes him better at using his spider abilities does not mean he immediately mastered it all and no longer needs Madam Webs' help. He has increased his experience in fighting, but he was yet to get started in learning unique martial arts designed to use his spider powers to their fullest.

Anyway, I hope you all like this chapter focusing on Jaune and his rouges gallery, and I also hope you like the introduction of Doctor Octavious. I liked the Sam Remi version of Doctor Octavious and decided he would be the best character to be placed in Jaune's repertoire of villains.

Please fav, follow, and PM any questions, and I will answer them as soon as possible. Thank you!


[Omake]

[Avenger's Try-Outs: Yang Xiao Long]

The third interview was now beginning, and so far, Yang crossed both arms in front of her chest and waited impatiently on what this guy in a red gimp suit would think of her as 'hero' material.

'Kind of glad Ruby didn't pass. Otherwise, I would be worried if I had to see my little sister around grown men wearing masks and spandex.' Yang had an afterthought of having a couch be involved in the scenario, only to snap back to reality as Deadpool put down her profile folder.

"Ms. Xiao Long," Deadpool leaned into his chair. "Though your experience and combat are impressive. I need to let you know... I'm S ##t canning you for the eligibility of joining the Avengers."

"What!?" Yang's lilac eyes flashed red only to turn normal as she did her best to calm down at the disrespectful tone Deadpool gave her.

"And as a happy byproduct, the Avengers won't have to deal with your semblance, which gives you 'that time of the month' stress that converts you to be superhuman."

"You are denying me a role on the Avengers cause I'm a girl!"

"HA!" Deadpool barked out a laugh. "You wish. It's already 2022, and the future is female, but you are not part of that future in the Avengers. Besides the point, insurance is through the roof already, what with having the kingdom almost ending with monster invasions. We may be able to lower it by taking care of civilian evacuations, but we also make sure not to destroy public/private property purposely. And having you," The regenerator waved a hand in front of Yang. "Who can quickly get pissed off and destroy things if someone farts in your general direction aren't going to help the Avengers in the next quarter."

Yang's vision was starting to turn red, and she had half a mind to break the table so she could get close to Deadpool and punch him. Only to stop, breathe, and attempt to have a civilized conversation with the man to prove that she can control her temper.

"Listen, I can be a great team member."

"I guess only when you finish with your subplot about your mom and trying to find her and/or hate her. You know, you could just give Raven the middle finger and just take Summer's last name. Oh wait, it won't really fit as 'Rose' has a nice ring with Ruby. Actually, you know what, maybe you can just drop the notion of finding Raven, and you won't have to deal with your mommy issues."

"How do yo-"

"All I'm saying is that if the Avengers wants a blonde, way too forcefully optimistic, scratchy annoying voice, and parent issues. We could have done the Naruto X Avengers route, but we didn't cause we don't want to deal with some dude who, for some odd reason, gets a harem and is secretly a furry on the inside."

"Grrrr!" At some point, a fire began to rise from Yang's hair, and the armrests were ripped off the chair as Yang seethed with unbridled rage. "You- GAAAH!" Before she could hurl an insult or throw him out the window, Yang was assaulted by foam when Deadpool pulled out a fire extinguisher.

"Welp, I think I said my piece," The merc pushed Yang's chair out of the room and closed the door leaving him alone again. "Hope my advice helps her."

Without warning, a muffled scream followed by crashing sounds on the other side of the door. Not a moment later, a new person who had long black hair, yellow eyes, and cat ears entered.

"Uh, I'm sorry, but my friend 'accidentally.' knocked over several things before leaving. So, if we're not getting in trouble for Yang's 'accidents, I'm going to-"

"No, no, please enter, Ms. Bellodonna!" Barely a foot in the room, Deadpool grabbed her arm and dragged her to a chair to start the interview. "Don't worry about any damages. Our insurance covers any property damage thanks to one of our heroes being stupid rich. Now, let's see if you are Avanergrs material."