Just a heads up, this chapter will show Spider-Man's origins that took more from Ultimate Spider-Man (Comic) then the Spectacular Spider-Man (Cartoon).

Chapter 04: First Day Troubles

~Earth~

"Thank you for coming," A metallic voice greeted as a man in a titanium suit of armor that was comprised of a red and gold color stood in front of a large, circular table with an A emblem on it, seated around it were a group of colorful people.

"Not like we had a choice Stark," A cocky tone answered him in the form of a man in a purple chainmail armor, a bow rested near him while a quiver of trick arrows were on his back. "It was either another meeting or monitor duty."

The Invincible Iron Man let out an amused snort at Hawkeye's wit, while another person, this one looking like a blonde bodybuilder in silverish armor with a red cape resting on his shoulders, a viking helmet and a small hammer looped onto his waist.

"Thou doesn't really think Stark sent out the emergency alert just for a meeting does thou Barton?" Thor the God of Thunder asked with a frown.

"I wish I did, Point Break," Iron Man said before the table began to light up. "Jarvis, bring up the incident with the Sinister Six from yesterday."

"Loading video now, Sir." A british mechanical voice answered him.

"Aren't they the Web Head's enemies?" Hawkeye asked with a raised brow as the screen began to show the fight.

"Hold on, what does Octavius want with an Ancient Tablet?" This Avenger was a young woman in a yellow and black striped themed suit, as she was sitting next to a giant of a man who was green wearing nothing but ripped purple pants. "Doesn't he usually steal from Oscorp or Roxxon Industries?"

"Perhaps he's branching out to artifacts?" A man in a dark cat-like suit suggested, watching Spider-Man swinging in to fight the six. "He could get a lot of money from the right people with something like that."

"Who cares why? I say we smash them and be done with it." The green giant snarled, cracking his knuckles, audibly.

"You say that for every situation Jade Jaws." Hawkeye pointed out causing the Incredible Hulk to snarl in his direction.

"You want to keep your bow, Cupid?" Hulk asked before a look from the final occupant in the room caused them to stop, this man was dressed in a patriotic uniform that was red, white and blue his mask off to show a man in his late twenties with blonde hair and blue eyes, a circular American-colored shield strapped to his back.

"That's enough chatter," Captain America said to them, turning to Iron Man as he did so. "Is Spider-Man alright?"

"That's the thing… I don't know." Iron Man revealed, his faceplate going up to reveal a dark haired man with a dark goatee and an extremely worried look.

That was when it showed Spider-Man attempting to punch Octavius, only for him to use the Artifact as a shield.

The Artifact looked like it held up pretty good with the punch before it cracked and shattered, unleashing violent streams of energy as it did so. By the time it was over, Spider-Man was gone, along with the six.

"Wait, what happened?!" Wasp asked shrinking down as wings sprouted from her back so she could fly closer to the screen. "Was that supposed to happen?"

"Jarvis, rewind and pause at 0:35," Iron Man ordered as the video was now right at when the Tablet began to freak out. "Scan."

"Scanning." Jarvis droned as the scanning was being shown on the hologram. "The energy surrounding it matches the energy that was recorded from the Norn Stones."

"Odin's Beard," Thor said at hearing that. "The Tablet of Order and Chaos."

"Wait, you know what that hunk of rock was?" Hawkeye asked with a raised brow at the now troubled Asgardian.

"Tis ancient dark magic, capable of turning anyone who taps into thy energy into a force to be feared by all," Thor explained to the Avengers. "The Man of Spiders could be anywhere in the nine realms or beyond them at this point."

"Damn, that bug has some bad luck." Hawkeye muttered, a tinge of concern in his tone as while he wouldn't admit it, he kind of liked the web head due to the two of them being the misunderstood of the team with how people thought they were criminals in the beginning of their respective careers.

Heck, people still think that Spider-Man was a criminal despite being on moderately good terms with most of the Heroes.

"You think Heimdall can locate him?" Captain America asked the Norse God who frowned.

"I'll have to get back to thou on that one." Thor answered as it wouldn't hurt to check.

"Should we contact the Fantastic Four or Doctor Strange?" Black Panther inquired as this seemed to be in their field of expertise.

"Can't, Richards and his team are off in the Microverse and Wong told me that Strange was in the Dark Dimension," Iron Man answered the Wakandan Prince. "Wasp, can you contact Yellow Jacket?"

Wasp grimaced at that as she thought about the violent man her boyfriend became while remembering the pacifist he was. "Hank said he was busy, he wouldn't elaborate."

"Lovely," Iron Man muttered while wishing that Yellow Jacket was still Ant Man as he was a lot more reliable back then. "Okay, Jarvis I want you to be ready to notify the Reserve Avengers in case we need them and contact Danvers when she returns from the S.W.O.R.D base."

"So, anyone know if the webhead has a family?" Hawkeye asked as they would need to notify the family of their fellow Avenger.

"Times like this I wish Spider-Man actually trusted us with his identity," Iron Man shook his head. "Heck, I don't even know if Spidey has a family."

"Little Man knows." Hulk's voice surprised them.

"Logan?" Captain America asked as he remembered his old war buddy and knew Hulk's nickname for everyone at this point.

"That actually makes sense, can't Wolverine track a person by their scent?" Wasp asked earning a thoughtful nod from Iron Man.

"If anyone knows it's him. Jarvis, contact Wolverine and ask for him to speak with Spider-Man's family if he has one," Iron Man ordered before looking at the rest of them. "Alright Capsicle you ready to go to the scene?"

Captain America smirked a bit in reply before Panther spoke up. "I'll go with you, having a third set of eyes wouldn't hurt." The Wakandan Prince said, making Iron Man shrug at the point made.

~Remnant~

Peter yawned as he woke up the next day, tired but alert-especially when he heard a loud whistle in the next room over.

"Good morning, Team RWBY!" Ruby's voice sounded after that from the other room, showing who the culprit was.

"What in the world is wrong with you?!" Weiss's voice came after her, showing her annoyance.

"Huh, some wake-up call." Peter muttered stretching, happy that the aching from the fights the other day were gone due to his enhanced healing.

His healing while laughable compared to Wolverine and Deadpool's, especially considering the latter can survive practically anything, was strong enough to where if he broke his arm it would heal in a matter of hours rather than weeks.

The soreness came from the fight against the six rather than the Beacon Initiation as he didn't even get a scratch on that one.

"Alright, what should my agenda be today?" Peter mused cupping his chin in thought.

'I should probably head to the library the first chance I get, so I can get some history books as well as books on this dust.' Peter decided with a nod. 'After I learn what I need to I'll focus on searching for the Tablet fragments… I may do some web swinging around the city tonight and see how this place is.'

After all, the sooner he did that the sooner he heads home and he was certain Aunt May must be worried sick for him at this moment. But he wouldn't be able to do that if he didn't know where to look.

So unless his Spider-Sense began directing him or Ozpin finds one of them, he was stuck.

Peter gave a nod, focusing as his clothes changed back to his uniform and he grabbed his web shooters and utility belt off of the table, but a card fell out of the belt making him pause.

Picking the card up, Spider-Man saw it was the Avenger's ID card he received after he saved the world from Kang the Conqueror who was the Mad Time Lord that wiped the original Avengers from history itself.

'So does this give me a discount anywhere?' He remembered asking that after getting it, using his humor to hide his disbelief that he was a part of a team that comprised of legends in the superhero community.

The idea that they wanted him of all people on the team was quite the shock as Spider-Man figured it was all luck that he managed to do anything to the Time Lord in the first place.

"I wonder if the Avengers are looking for me as well." Spider-Man knew that the ID cards had a system where they sent out a signal if something happens to the Avenger owning it, so it should've went off the moment he was gone from that Universe.

Spider-Man let out a sigh as despite the brave face he put on the other day and the fact he was used to stuff like this, he was still worried about making it back.

"Come on Parker, you'll be fine," Spider-Man told himself. "Probably need a psychiatrist-or a gargoyle named Bruce considering I'm still talking to myself, but I'll get back home."

That was when he noticed a package on the desk from Ozpin causing him to blink before he opened it, showing a school uniform inside of it. It was a black suit with a blue vest and a red tie.

"Oh yay," Spider-Man sarcastically said, getting a good look at it before focusing as the unstable molecules in his suit copied it and formed it, leaving on his mask and gloves of course and leaving the tie out. "I make it look good, of course."

Leaving his room, his scroll in hand, Spider-Man wondered if he should knock on the door of both teams as it was nearly nine, the time when the class begins- he was eager to see what they would teach and was going due to how it would help him learn about this world- but decided not to as he was pretty sure they knew the time.

So he began to walk around the Academy, exploring his surroundings as he was using his Scroll like a GPS, considering it came with a map of the school, ensuring he wouldn't get lost.

But he remembers his habit of being late to class daily when he first got his powers due to stopping a crime in progress on the way to school and chuckled sheepishly.

At least this place didn't know it, so he shouldn't have a reputation like that.

"Ah, here we go." Spider-Man realized he arrived at the first class of the day Grimm Studies, it was being taught by a Peter Port.

This is something he definitely needs to learn if he was to survive in this world.

Entering the room and seeing that he was early, he saw a slightly overweight middle-aged man who was possibly in his mid-forties wearing a double breasted burgundy suit, sporting gray hair and a gray mustache.

The man looked towards the door as it opened. "Ah you must by Spider-Man," He greeted in a jovial tone. "Professor Ozpin told me about you."

"How much?" Spidey asked a bit cautiously.

"Only that you have a great share of adventures to share if you want," Professor Port said showing keen interest. "And Professor Oobleck has shown great interest in learning about your world in comparison to ours."

Pausing to check his scroll, Spider-Man saw that Oobleck was the History teacher showing why he would be interested besides the obvious. "I may have a few stories." Spider-Man said with a shrug as there was something about this guy that made him smile.


"So here I was in a hostage situation," Spider-Man was in the middle of telling him one of his funniest moments as Spider-Man. "There were four gunmen with a lot of civilians on the ground threatening to shoot if they saw a single officer nearby."

"Cowardly." Professor Port said in disdain at that.

"Very, so naturally I was on the wall before I gasped loudly, making them look at me while I pointed to the side and said 'Isn't that Charlton Heston?'," Spider-Man had a big grin on his face under his mask. "The four of them actually looked before I snagged their weapons and left them for the police."

Professor Port laughed as his belly moved with his laughter. "Astounding," He said wiping a tear from his eye at the very thought of people falling for such a trick. "But who is this Charlton Heston?"

"He's a famous actor from my world, played a good Moses," Spider-Man explained laughing as he remembered using the same line on the SHIELD Agents that tried to arrest him in his first few months as Spider-Man.

Both times it worked well, despite the fact that the guy died a few years ago sadly enough, which made him really question the intelligence of the thugs he fights.

"That was a very thrilling story, one I hope to top someday, but I think it's time we get ready for class." Professor Port said, especially when students began filing inside of the classroom, all of them were giving Spider-Man weird looks for the mask itself despite some of them recognizing him from the other night. "So please take your seat."

"Got it Teach." Spider-Man gave a lazy salute and walked to an empty seat, sitting down with a sigh.

While he was interested in the idea of learning stuff here, he was mostly just happy that he doesn't have to deal with Flash Thompson and his friend Kenny 'King' Kong, the jocks who always bullied him before he got his powers.

Just thinking about that brought back some memories.

~Earth Two Years Ago~

A Fifteen Year Old Peter Parker was walking by himself through the hallway, looking extremely different.

Instead of being lean and muscular, he was a skinny teenager with a wimpy demeanor and taped glasses to cover his extremely bad eyesight.

"Scuse me," Peter muttered trying to get through before his eyes widened when he felt a huge kick oh his back and was sent falling down, the books he were holding sent flying. "Whoa!"

"Gooooal!" An extremely huge guy with no hair, wearing a green shirt shouted as he was the one behind the kick while a blonde jock in a letterman jacket snickered next to him. "Ten points top."

Flash Thompson, the blond snickered. "Ten? I'd say that was a six, Kong."

Peter pushed himself up and glared at his tormentors causing Flash to laugh.

"Ooh Puny Parker is angry whatever shall I do?" Flash asked busting a gut. "What are you going to do, write a science formula to teach me a lesson?"

Peter gritted his teeth trying to push his rage down as he knew that responding would just make it worse. These guys got worse since Eddie graduated.

"So did you do it?" Flash asked holding out his hand as Peter looked away. "You know I need my homework."

"I didn't have time-." Peter tried to lie before Kong snatched his back pack. "Hey-."

He tried to reach for it, but Flash just pushed him down easily.

"Yet you had time to do yours?" Flash asked with a smirk. "I think I'll take it, thanks friend."

"Thompson! Kong!" Both boys froze as one of the school teachers came out with a glare. "What do you think you're doing?"

"Just horsing around with our friend." Flash said pulling Peter up looking like he had him in a friendly headlock, squeezing a bit tightly to prevent Peter from ratting them out.

"Sounded like bullying to me," The teacher said giving them a glare as they both just let go and walked off before the teacher looked at Peter. "Parker don't let those guys pick on you like that, come to me if that happens again."

"Yes sir." Peter said dejectedly knowing that if he did it would make it worse as he would be labeled a snitch.

The Teacher gave a nod and walked off to prepare for his next class as someone else came by. "You alright Pete?" It was a teen with reddish brown hair, wearing a green vest over a white shirt.

"I'm fine." Peter said smiling at Harry Osborn, his best friend. "Just Flash being Flash."

Harry frowned as he knew Peter was lying but he didn't want to push. "Come on when are you going to learn to stay out of their way?"

"Tch right, silly me for walking down the hall, whatever was I thinking?" Peter asked sarcastically as Harry winced.

"Not what I meant," Harry muttered before rubbing his head as his phone beeped showing a message from his Dad. "Oh man, I need to go, hey I'll see you tonight to help with the studying."

"Toni-Harry wait I have-," Peter tried to stop him but Harry was already gone so he finished lamely. "Plans."

Peter sighed already knowing that he had to cancel his plans for that night, but he didn't mind because he knew Harry was in a bit of a hurry to hear him.


Peter looked a bit worse for wear leaving school as he was held back after class and told off by the teacher for being too lazy to do his homework despite the fact that Flash took it from him.

"Hey Peter." Another voice caused him to perk up as he nearly stumbled as a blonde haired girl caught up to him wearing an orange hoodie with glasses covering her blue eyes. "You walking home?"

"Uh-ye-I yes." Peter said his mind shutting down a bit as he looked at one of his other best friends Gwen Stacy who he's had a crush on for the last year or so. "You want to walk with?"

Gwen smiled causing Peter to look away shyly. "Well since you're offering Mr. Parker." She said as Peter internally cheered and they began to walk. "You excited about the trip to Oscorp tomorrow?"

"I am, I mean I know that Harry is looking forward to it a lot more than I am, but I am excited to see all of the new stuff that Oscorp will be showing." Peter said his geekiness showing as he imagined the technological marvel that will be showing at Oscorp.

"Well you know why Harry is looking forward to it." Gwen pointed out as Peter gave a nod.

"Yeah he rarely sees his father enough as it is considering he's the CEO." Peter said already knowing that Harry wanted to spend time with his father but the man put his job first above all else.

Gwen nodded as they went silent and Peter snuck some glances at Gwen as she idly brushed a strand of hair behind her ear.

'Alright Parker just do it.' Peter told himself wanting to ask her out. 'You can do it.'

"Hey Gwen," Peter began his throat a bit dry, now more nervous as Gwen looked his way. "I was thinking after the Field Trip do you want-."

He never got the chance to finish as a Football slammed into his back, sending him on the ground in pain.

"Nice catch, Puny Parker!" Flash taunted as he and Kong were walking by.

"Leave him alone." Gwen snapped glaring at Flash causing him to grin.

"What's the matter, not man enough to defend yourself so you have to rely on your girlfriend?" Flash asked causing Peter's face to go red in a mixture of rage and embarrassment. "Wow and I thought you were a wimp before."

Peter was shaking now.

"Ooh look's like Parker is about to pull a Carrie." Kong teased as they walked by laughing.

Peter just stood up and grabbed the football, throwing it at them, but the aim was way off, hitting a mailbox instead.

"Nice aim." Flash taunted as they left.

"Peter don't let them get to you." Gwen said glaring at them.

"I-I know." Peter said but deep down he was angry.

He wanted them to pay.

One day he'll show them.


That night he was reading a book as two elderly people were near him at the dinner table.

"S.A.D" The elderly woman with gray hair wearing a pink shirt said causing the elderly man whose gray hair was pulled into a ponytail wearing a buttoned up shirt to look up in surprise.

"What?"

"Social Anxiety Disorder." The Woman elaborated.

Now the elderly man was even more confused. "What?" He repeated wondering what she was talking about.

"Social Anxiety Disorder." The woman repeated looking at Peter as the man got what she was saying.

"Will you leave the kid alone, May?" He asked his wife as Mayday Parker rolled her eyes.

"I think it's worth investigating." May said looking at the man who smirked.

"Then leave me alone." He joked earning an a look from his wife.

"Ben, don't you worry about our little Peter?" May asked as Peter could hear them despite reading his book.

"No," Ben said simply taking a bite out of dinner. "No I don't, Peter is a smart and resourceful kid."

Peter hid a smile at how his Uncle Ben said that.

"But he's so quiet, he used to be full of energy." May pointed out.

Ben smiled. "He's thinking," He said to her. "Peter turned from a happy child to a contemplative young man."

May chuckled. "Like his Father was."

Peter tensed at that.

"That's right." Ben agreed as May looked at Peter who reached over for his glass of milk while reading.

"Peter?" May asked as Peter purposely ignored her in favor of his book. "Peter? … Peter!"

"What's up?" Peter asked looking up, hiding his annoyance with a grin as May had a resigned look.

"What did we say about reading at the dinner table?" May asked as Peter's grin got bigger.

"Did we say we liked it?" Ben chuckled at Peter's quick wit while May looked mildly amused.

"You know what, I'm going to look up this Social Anxiety Disorder on the web." May said leaving the room as Ben gave a nod.

"That's a good idea, May," He said before looking at Peter with a grin. "That should keep her busy for hours."

"I heard that!" May called in causing both Ben and Peter to bust out laughing.


"I don't think I'll ever get used to how many science stuff you have down here," Harry said in the Parker Basement that night as he was spending the night now. "I swear you have more than Dad does."

"I'll take that as a compliment," Peter said a few formula's on the board while a chemistry set was nearby and he was working on a few things. "At least I don't have to worry about Flash here."

"Right," Harry rubbed the back of his head before Peter sighed.

"Harry I know that you don't have a problem with him considering you're on the Football team," Peter said looking at him. "And I don't mind doing your homework for you-."

"Peter you are never doing my homework." Harry said a little insulted by that as he always tried to do his. "I only ask for you to help me with it."

"Yeah, well can't you just get those jerkhole teammates of yours to back off?" Peter asked, annoyance on his tone.

"I've tried," Harry admitted with a sigh. "But they won't listen, I'm afraid you might just have to roll it off."

The chalk Peter was using on the chalkboard broke when he heard that and he turned to give Harry a look of disbelief. "Roll it off?!" He asked making sure he heard correctly.

"Pete listen, we only have four years of High School and you are a smart guy, heck I think you might be as smart as the Infamous Reed Richards," Harry said referring to one of the top ten smartest men in the world. "Once you graduate you'll fly through college and slap together one of those famous companies and be rich while Flash is working on changing tires at an auto shop, people like him peaked years ago."

"Tch, yeah but that doesn't exactly help me now." Peter said with a frown as Harry shrugged. 'Some help.'

But he went quiet as both he and Harry just worked on their homework.


The next day, Peter was standing near Harry and Gwen looking around the inner halls of Oscorp, a huge grin on his face as they were seeing genetic research and radioactive rays in the works.

"This is amazing," Peter said looking like a kid in a candy shop while both Harry and Gwen looked amused, but they were smiling as Peter was rarely happy around them these days. "Harry do you think I might be able to get a job here?"

"Up to my Dad." Harry said with a smile as he knew that his Dad might accept Peter due to how smart he was.

The tour guide was leading them through the genetic research wing right now as she began to drone on about the history of Oscorp.

"And right here we have our genetically altered spiders." The Tour Guide said a case showing different ones. "All fifteen of them have been altered in ways to expand on evolution-."

"There's fourteen." Gwen said surprising the tour guide who looked surprised.

"What?" She asked looking to see one case empty. "It must've been moved for research."

"Hey, is it alright if I can take a picture?" Peter asked holding a camera up as he wanted to burn this in his memory forever.

The tour guide gave him a stern look before relenting. "Only what I tell you to." She said as some of this stuff was too valuable to have anything taken out of this building, including pictures.

Peter gave a nod, respecting that, none of them noticed that they were underneath a spider web as one began to crawl down on a web, landing on Peter's backpack.

As they continued, Peter had to leave to use the bathroom but while he was in there, he paused as he felt something on his hand and he looked down in time to see a spider bite him.

"Ow," Peter slapped his hand, killing the spider but the damage was done as he was feeling a little light-headed. "Ugh."

Stumbling, Peter decided to get some fresh air and made it outside, his vision swimming.

'Oh man, that was a poisonous spider wasn't it?' Peter thought attempting to get help, not noticing he was on the street now before a weird tingling sensation came through his head at the same time a horn blared.

Spinning around, Peter's eyes widened as a car was about to slam into him.

Despite knowing he wouldn't be able to move in time, Peter attempted to jump, and somehow he jumped high into the air, actually latching to the side of a nearby building. "W-What?" Peter asked in surprise.

Mutters could be heard as Peter saw people looking at him and he quickly moved up the building before they saw his face.

Reaching over to grab a metal pipe to pull himself up, Peter was shocked to see that it crumpled in his hand as easy as paper.

"What is this?" Peter asked out loud.

~Remnant Present Time~

As more students began filing in, Spider-Man came out of his memories and looked at the door, one of his lenses raised.

Weren't the others supposed to be here by now? Or do they have different classes?

'And I know they didn't sleep in if Ruby's whistle blowing was any indication.' Spider-Man thought before he heard the sound of a stampede and both members of Team RWBY and JNPR burst through the door, looking extremely panicked, sighing in relief as they beat the bell.

"Wow, for once I'm the early one." Spider-Man joked, laughing a bit. "What took you guys so long."

"Uh we lost track of time." Jaune replied panting as he took a seat near Spider-Man, his team following him while Team RWBY sat in the first row. "When did you get here?"

"I got here with enough time to get to know our teacher." Spidey answered the young huntsman.

"Monsters, Demons. Prowlers of the Night." Professor Port began his lesson causing the two to quiet down. "Yes, the Creatures of Grimm have many names, but I merely refer to them as Prey. Ha-ha!"

Spider-Man grimaced under his mask as even he thought that joke was bad while everyone was just quiet.

Professor Port looked a little down that his joke didn't get a few laughs before he composed himself. "And you shall too upon graduating this prestigious academy," He walked around the room, the students eyes following him. "Now as I was saying, Vale-as well as the other three kingdoms-are safe havens in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces."

'And there aren't anyone like the Avengers or the Defenders here to protect people.' Spider-Man thought a little off.

This world sounds like it was in desperate need of a hero and soon if things were as bad as what he's seen so far.

'But is it really my responsibility?' Spider-Man tuned out the rest of what Prof. Port said, missing how he playfully made a flirting click at Yang as a joke that was probably not a good idea. 'I mean, yeah I made a vow to not turn my back on anyone after what happened to Uncle Ben, but this isn't my world and my responsibility is to Aunt May and the Avengers.'

His main worry was to find the six and make it back home… However can he really leave this world in good conscience as it is?

"Ayyyy Up!" That snapped Spider-Man out of his thoughts as he, along with everyone else turned towards the individual who said that, said person slowly sat down.

'What did I miss?' Spidey thought in bewilderment.

"That is what you're training to become," Professor Port said taking that remark from that one student in stride. "But first a story of a young, handsome man... Me."

Spider-Man had an incredulous look underneath his mask as Professor Port began telling a story about his youth despite how he barely looked to be in his forties, possibly thirties.

And for some odd reason cabbages were involved.

But as he listened, when it got to a part about Grimm, Spidey had to admit while it sounded like a man missing his youth it was actually sharing his experience as a Huntsman, showing what he learned in them and how to fight Grimm effectively.

'Interesting way of teaching.' Spider-Man thought before hearing snickering so he peeked over to where Team RWBY were sitting in front and saw Ruby with a piece of paper that had a drawn picture of Port, only the name was Professor Poop.

Blake looked amused while Yang was snickering, trying not to bang a fist on the table.

Weiss however didn't look amused at all.

Spider-Man barely stopped a chuckle himself as while he did respect Prof. Port from what he's seen so far he couldn't help but find that funny.

Jaune raised a brow at his snickering before looking and barely covered his mouth to hide a laugh, Ren was writing as he turned a page in his notebook, the page itself going over a sleeping Nora's head and Pyrrha paid attention immensely.

An abrupt cough caused everyone to tense as Prof. Port looked over to Team RWBY's side, Spidey wasn't sure if he saw the drawing or not, but the man continued with his lesson.

Despite listening to the man speak, Spider-Man was writing down some formulas in the notebook part of the scroll as he didn't have any paper.

The formulas were the ingredients he would need for his web fluid and some backup substitutes if some of the ingredients didn't exist in this universe for some reason. He was also writing new ones to change the density of some of the webbing.

'Maybe once I learn about this Dust I can look into adding them into my formulas to see what they do to my webbing?' Spidey thought with a grin under his mask at the numerous possibilities that were making him nearly shake in anticipation considering before he got his powers he was a science nerd.

"The moral of this story? A true Huntsman must be honorable," Prof. Port said causing Spidey to look up only to stare as Ruby seemed to be holding a pencil on the tip of her finger with a book on top and an apple she got from who knows where on the book in the air in perfect balance, all while making a silly face.

As someone who has perfect balance all the time because of his abilities, Spidey couldn't help but be impressed by the amount of balance in that act as silly as it looked.

He was also wondering how Prof. Port didn't seem to see it before seeing Weiss looking angry at how Ruby was acting.

"A true Huntsman must be dependable," Prof. Port continued as Ruby was now asleep despite how she was wide awake a second ago now confusing Spidey before shaking his head as he's seen weirder. "A true Huntsman must be strategic, well-educated and wise."

"Wow, that fits Cap to a T." Spider-Man commented causing Prof. Port to gain an idea with Weiss looking ready to explode.

"Spider-Man thank you for volunteering."

"Volu-wait what?" Spider-Man asked looking to see everyone was now looking at him. "What did I volunteer for?!"

"From what Ozpin told me and the story you shared earlier, you fit those qualities quite well." Prof. Port said causing Spider-Man to give a hesitant nod as he wasn't sure where the Professor was going with this. "Step forward and face your opponent."

As the Professor said that, the desk moved before a cage was shown to be rising from beneath the floor as growls emanated from it.

"Hold up, you have a Grimm inside of the school in a class full of students?" Spider-Man asked a bit baffled by the sheer danger of that situation and his spider-sense wasn't helping matters at all.

"Worry not Spider-Man, every student here is a trained warrior capable of handling a Grimm, especially one as weak as this one." Prof. Port said.

Spidey swore he heard Jaune next to him gulp a bit nervously, but he sighed.

"Oh what the heck." Spider-Man kicked up, jumping over the other desks, his uniform becoming his costume again, now earning looks of disbelief for what just happened as he landed on the floor across from the cage. "Bring it on, Teach!"

"Haha, lets hope you can back up your confidence." Prof. Port joked, already knowing he could from watching the Initiation video, picking up his rifle-axe weapon.

Weiss had her arms crossed in annoyance, still not liking Spider-Man with his childish behavior being just as bad, if not worse than Ruby's as she doesn't think he has any of those qualities.

Heck at least Ruby has an excuse with her age, Spider-Man here however was the same age as the other students and he was the most immature one.

But her 'teammates' didn't share her thoughts.

"Go Spidey!" Yang called out excited to see a fight.

Blake had her book down. "Fight well." She said to him.

"Yeah, kick some butt!" Ruby cheered wanting to see the superhero in action as during Initiation she was too focused on survival and didn't see all that he could do.

All three of them looked at Weiss, who just glared. "Don't drag me into this." She said frostily.

"Break their legs!" Nora yelled from her seat wishing she was down there while Ren just silently watched.

Jaune wasn't sure what to say but he was hoping that nothing bad would happen while at the same time wanting to see the superhero in action, much like Ruby.

Pyrrha had a relieved look that she wasn't called down there to fight because of her champion status and had to admit she was eager to see how their Manager would do by himself.

"Alright, let the match begin." Prof. Port sliced the cage open to show a pig-like Grimm with boneplate armor and huge mammoth-like tusks walking out, focusing solely on Spider-Man.

"A Boarbatusk?" Spider-Man asked as he did read up on the Grimm the other night. 'Alright, they used the Spin Dash they stole from Sonic, their armor is practically impenetrable except for the stomach.'

"Don't kill it immediately." Prof. Port said interrupting Spider-Man's quick-thinking. "This might be a test against a Grimm, but it's also a lesson to the students."

'This guy must be very sure of himself if he's fine with this thing being in a classroom of students.' Spider-Man thought before his spider-sense went off as the Boarbatusk began to do the spin dash.

"Any relation to a Sonic the Hedgehog?" Spidey asked jumping over the Boarbatusk, pretending it could understand him. "If not I'm pretty sure he and all of Sega will sue you for that one."

The Boarbatusk just did a U-turn to hit him while he was about to land, but Spidey shot a web-line pulling himself to the side, with it missing him.

"Ole!" Spidey said in a dramatic fashion as if he just tricked a bull. "I should do Bullfighting after this."

"See how the Boarbatusk moves?" Prof. Port continued to teach the class as Spider-Man was keeping the Boarbatusk focused on him solely, the class paying more attention to the comedy act going on there.

Spider-Man made a show of yawning as he yet again dodged it.

"He's not even taking this seriously." Weiss said, the annoyance obvious in her tone.

"Hang in there, Spidey!" Ruby called out.

"Okay I'm getting bored." Spidey said a mocking sigh escaping from him before he actually caught the spinning Boarbatusk with his bare hands, not even making a sound as the suit didn't tear from the impact and he began to lift the Boarbatusk in the air with kinda enjoying the gobsmacked looks he was receiving that weren't from Teams RWBY or JNPR.

But he was kind of hoping that Port would be done soon so he wouldn't have to worry about the Boarbatusk going wild in the classroom.

This kind of reminded him of his earlier days as Spider-Man.

~Earth Two Years Ago~

It's only been a few days since Peter has been bit by the Spider and he was feeling great.

He no longer needed glasses, he even had a six pack somehow from the spider bite.

"I love that spider!" Peter cheered jumping from rooftop to rooftop feeling free with a carefree laugh before he came across a billboard in front of the local mall.

'Three Grand for whoever can take down the Crusher.'

"Isn't the Crusher a wrestler?" Peter asked in surprise before grinning as an idea overcame him.


The next day, he arrived at the mall, in red shirt that had a hastily sewn spider on it, blue pants, black gloves and a red makeshift mask with a hole across the top for him to see out of.

"Sign me up." Peter said as it was his turn to get ready for the crusher.

The attendant just smirked. "Sorry kid but we only take professionals." She said not fooled as she heard his voice.

"I'm not leaving." Peter said crossing his arms. "Sign me up."

The attendant just raised a brow before shrugging. "Your funeral."

A few minutes later, Peter could hear a man on the microphone as yet another person who attempted to get the cash got a trip to the hospital.

"Now put your hands together for our next contestant," The announcer said before looking at Peter. "What's your name."

"The Human Spider."

The Announcer lowered his shades in disbelief. "Seriously that's the best you have? That sucks!"

"Hey!" Peter snapped but the man continued.

"Get ready for the deadly, the terrifying," The Announcer said as lights shined on Peter. "The Amazing Spider-Man!"

Peter blinked before nodding as that sounded a lot better before he made it to the ring, people making bets on how quickly this shrimp will get knocked out.

"Tch, a kid? Tell you what I'll go easy on you and you stay down." Crusher snarked with an arrogant grin.

"Kid? That's not what your wife said." Peter quipped enjoying seeing the man's eyes widened.

"Okay no mercy." Crusher said running to take him down for that remark.

But Peter just ducked and grabbed his arm, throwing him into the ground, surprising everyone.

"That's what I was thinking." Peter said enjoying this.

He was actually dominating a fight, this was great!

Crusher groggily pushed himself up only for Peter to punch his lights out, knocking him out.

"I'll take my money now." Peter said flippantly to the shocked announcer.

That shook the man out of his shock. "Our new Champion, Spider-Man!" He shouted lifting Peter's arm up as the crowd began to chant his name.

"Spider-Man! Spider-Man! Spider-Man!" Peter couldn't keep the grin off his face and it grew bigger as he saw Flash and Kong in the crowd also chanting his name.

Oh if they knew it was 'Puny Parker' they would be shocked and that piece of info made this much, much sweeter.


Peter hummed to himself as he was leaving the three grand in his bag, now dressed normally and happy as he never had this much money before in his life-.

"Thief!" Peter paused looking over as an elderly security guard was chasing a man with dirty blonde hair who had a bag of cash. "Stop that guy!"

Peter tilted his head before stepping to the side, letting the guy get away.

"Thanks." He heard the guy whisper as the security guard had to stop to catch his breath, a little too old to do this.

"The hell is the matter with you?!" The Guard asked glaring at Peter. "All you had to do was trip him and he could've been eating pavement."

"Sorry but it's not my job, I'm just looking out for number one." Peter said not caring what he thought. "If you can't catch him that's your fault, not mine."

"Why I oughta run you in." The guard threatened as Peter laughed.

"Good luck with that, I didn't do anything wrong and I have places to be." Peter said a bit high on the power he has.

He could do anything now and no one can stop him.

The only people he cared for were his Aunt, Uncle, Harry and Gwen

The rest of the world could burn for all he cared.

~Remnant Present Time~

"A bold approach, I like it," Prof. Port said bringing Spidey back to the present. "Okay now you can kill it."

On hearing that, Spidey hesitated a bit, sure he's already killed a few of these Grimm, especially since they have no soul.

But to be told to kill something like that-even if it didn't have a soul, just didn't set right with him. The only time he killed the other Grimm were in self-defense in order to keep the others safe.

So instead he threw the Boarbatusk into the air and began to cover it in a web cocoon to where it was struggling before it landed on the ground.

"Nah, I'm good." Spidey said pushing the Boarbatusk back into the cage.

That surprised everyone in the room considering none of them would hesitate to kill the Grimm while Prof. Port raised a brow before shrugging, deciding he could use the Boarbatusk for another class.

That was when the bell rang as Spidey quickly shifted back to the uniform.

"Okay, how are you doing that?" Jaune asked with a weird look, him and his team approaching him, while Team RWBY were talking with each other.

"Unstable Molecule and Omni-harmonic mesh suit," Spider-Man answered with a shrug. "Courtesy of Reed Richards and Tony Stark. Really cuts down on the changing time in emergencies."

"That was awesome," Nora said looking happy at seeing the fight. "You kept dodging that Grimm before you actually lifted it above your head! Do you have super-strength?"

"That's one of my abilities." Spider-Man said chuckling a bit nervously.

He was still getting used to the fact that these guys didn't seem to think of him as a menace. Heck they would have to be the first people he's teamed up with in a fight without fighting each other-well unless you count Captain America.

"You showed a lot of skill in that fight." Pyrrha commented knowing that Spider-Man looked like he wasn't even trying and while she was confident in her abilities, she was wondering how she would do against him.

Ren gave a nod, although he saw something in that fight.

Spider-Man showed no technique in his moves, if anything his attacks just seemed like random kick and punches to him.

But they were effective and Spider-Man was able to effectively fight using his reflexes.

"Weiss!" Ruby's voice caused them to look over to see Weiss Schnee walk out of the room, looking very annoyed with Ruby followed her.

"What's with her?" Jaune asked in confusion while Spider-Man tilted his head before deciding to find out as he activated the camouflage in his suit, turning invisible as the rest of Team JNPR looked surprised by him disappearing, Jaune turned only to see him gone causing him to jump and look around. "Where did he go?"


It didn't take long for Spider-Man to catch up as he was upside down, crawling on the wall invisible.

"Weiss." Ruby called out causing the Ice Queen to turn and glare.

"What?"

"What's wrong with you? Why are you being so-." Ruby began right before Weiss interrupted her.

"What's wrong with me?! What's wrong with you?!" Weiss snapped her patience at wits end with both her childish behavior and how Spider-Man acts. "You're supposed to be a leader, but all you are so far was a nuisance."

Ruby looked a bit insulted. "What did I do?"

"That's just it, you've done nothing to earn your position," Weiss snapped causing Ruby to take a step back. "In the forest you've acted like a child and you've continued to act like one."

"Weiss, where is this coming from?" Ruby asked a bit hurt by that. "What happened to all that talk about working together? I thought you believed in acting like a team."

"Not a team, led by you," Weiss said to her. "I've studied and trained. And quite frankly I deserve better."

With that, Weiss turned to walk off and Ruby reached out to say something.

"Ozpin made a mistake." Weiss said stopping Ruby in place as she now looked hurt by that as Weiss walked away.

'Yeesh, that was harsh.' Spidey thought feeling sorry for Ruby at seeing that.

He remembered getting yelled like that by Carol Danvers when they first met as the woman didn't think he took anything seriously and his joking didn't help with that image.

"Now that didn't seem to go very well." Spider-Man looked down in surprise to see Ozpin talking to Ruby.

On seeing that, Spider-Man looked to where Weiss walked off and ran upside down on the ceiling to catch up.

There was also another reason he wanted to talk with Weiss.

Hearing her dismiss Ruby like that reminded him of the time he acted the same way with his Uncle Ben.

~Earth Two Years Ago~

Peter Parker had his arms crossed a frown on his face as he was sitting on a park bench as Uncle Ben smiled kindly at Peter.

"Peter... You've changed," Benjamin Parker said as Peter looked away. "Do you want to talk about it?"

"No." Peter said angrily.

Ben gave him a stern glare despite his kind smile. "Peter you broke that boys arm, you've never lashed out like that before."

Earlier that day Flash tried to do something so Peter fought back for once with his new powers, messed with him before accidentally breaking his arm in the process.

"Well maybe I got tired of being pushed around," Peter snapped back glaring at him. "Flash picked on me since Pre-K, so I just-."

"Just what? Stooped to his level?" Ben interrupted disappointment in his tone as Peter winced, hating to hear that tone. "Did it feel good? Are you proud of that?"

Peter didn't answer as despite the rush of joy he felt at fighting back, he had some guilt from breaking the arm, something he didn't mean to do.

"Peter you're just going through a hard time," Ben said with a smile. "You are changing to become a man that you're going to be for the rest of your life, your choices will define you, that's why I want you to think about what you do. Now remember, I went through the same thing you have at your age."

"Trust me, it's something extremely different," Peter muttered knowing that his Uncle didn't know about his new abilities.

"Every kid says that," Ben said with a chuckle at him. "You know your Father always had a saying."

Peter tensed not wanting to hear about his Father now.

He was always compared to him, no matter what he did.

"If you have the power to do something, you must also consider the responsibility for it," Ben said with a smile. "I like to think he meant that With Great Power, comes Great Responsibility."

Peter was shaking as his Uncle continued to speak.

"Now I know I'm not your Father-." Ben continued but Peter finally snapped, all of the anger he's held in all of his life reaching the breaking point.

"THEN STOP!" He shouted glaring at his surprised Uncle. "Stop pretending to be! I'm sick of it! Sick of being weak! Being picked on!"

"Peter-." Ben tried to say but Peter continued.

"No, I'm not going to take anything else lying down! If Flash even thinks about continuing to mess with me I'll break the other arm!" Peter snapped not thinking about what he was saying in his anger. "I don't have to take anymore crap now!"

Now Ben was really concerned as Peter was never this angry. "Peter your father wouldn't want-." He tried, but Peter interrupted him again.

"Well sorry that I'm not him, also if he was so smart then where the fuck is he?!" Peter shouted before he turned tail and ran off, despite Ben calling out to him.

"Peter, please snap out of it." Ben whispered as his Nephew easily got out of sight. "This isn't you."

~Remnant Present Time~

Spider-Man was pulled from his memories as he saw Weiss looking out over a balcony.

"Well that went well." Spidey said dropping the camouflage.

Weiss scowled at his voice. "I see that you don't mind other people's business." She said not even turning.

Spider-Man rubbed the back of his head. "Yeah, I get that a lot from some of the other heroes," Spidey commented, ignoring Weiss's scoff of disbelief showing that she still didn't believe his story of being from an alternate dimension. "But I can also listen if you need to vent."

Weiss gave him a glare, still not liking him. "You wouldn't understand."

"Try me." Spidey quipped making her grit her teeth.

"I think I should've been made leader." Weiss said not caring what he thought about it. "Ruby is nothing more than a child."

"And? Remind me to tell you about the Power Pack," Spider-Man said as those heroes were actually children in their Pre-teens lead by a twelve year old and their youngest member was eight. "Don't you think you were a little hard on her-."

That did it as Weiss was now glaring. "Oh don't you lecture me about that when you're just as bad," She snapped glaring at him for even trying to talk to her about something he doesn't understand. "I don't see how someone like you is our manager when you do nothing but joke around, just because life wasn't hard for you doesn't mean you can act like life is nothing more than a game-."

She stopped when she saw Spider-Man shaking a bit at what she was saying. "That is where you're wrong," He said as there was definitely anger in his tone making her take a step back as hearing the joking tone gone from his voice was a bit intimidating due to hearing nothing but that ever since she met him. "I might make a few jokes now and then, more than what people like, but I know how bad life can get."

Weiss went to say something but Spider-Man continued.

"You've only known Ruby for what, two days? It's way too early for you to just decide like that," Spider-Man said, anger still in his tone. "And if you want my opinion you would make a horrible leader."

"How dare you!" Weiss said glaring at him.

"You're just proving me right with how you reacted, I think you spent your whole life getting exactly what you wanted." Spider-Man said earning a scandalized look.

"That's not even remotely true." Weiss said crossing her arms.

"Oh really?" Spider-Man asked looking at her.

"Okay, not entirely true." Weiss muttered but she was still glaring. "That still doesn't mean you have a right to lecture me."

"Maybe I don't, but you say I don't have a hard life?" Spider-Man asked looking at her. "Are your parents still alive?"

Weiss looked surprised. "Yes?" She asked not getting why he asked that.

"Then you're better off than how I was," Spider-Man said walking off causing her eyes to widen at hearing that. "And you know what, I acted a bit like you just did when I first got my powers only a bit worse, you want to know what happened because of my attitude?"

Weiss was silent as Spider-Man looked at her.

"I lost the one person who I saw as a father because of my selfishness." Spider-Man said now walking away. "You might think you are great and that you are entitled with the power of your name, but with that Great Power you also need to acknowledge the Responsibility that comes with it."

With that said, he left, not knowing that Prof. Port who came up for fresh air was nearby and ended up overhearing the whole conversation.

Weiss looked like she was slapped in the face by what Spider-Man told her as he was already gone.

Spider-Man meanwhile was now back to thinking about that fateful day.

The day he lost everything.

~Earth Two Years Ago~

Peter sighed as he was walking home late at night.

There was nothing but guilt in his heart after everything he said.

"Uncle Ben didn't deserve that." Peter muttered looking down. "He was just worried."

Maybe he should tell his Uncle about his powers?

It's just… He could do so much, do anything with them and yet he didn't know what to do with them.

Looking up as he made it to his street, Peter's eyes widened when he saw cop cars pulled in front of his house.

Wondering what was going on, he ran towards it. "Kid you can't go in here-."

"I live here!" Peter snapped forcing his way through, his strength being a key factor in not being held back before he came to a stop at a horrifying sight.

There on the floor with a puddle of blood was his Uncle a gunshot wound to his chest while Aunt May was crying on the sofa.

"Peter!" May said seeing him as she rushed and pulled him into a hug.

"W-What?" Peter said nothing registering as he saw his uncles body. "What happened?!"

"Easy Peter." The Police Captain who was Gwen's father came over. "I want you to take a deep breath, can you do that?"

Peter slowly nodded, following the order as George Stacy began to explain.

"A burglar broke in here to steal some stuff thinking it was empty and your Uncle ended up surprising him." Captain Stacy explained looking away his eyes closed as the Parker family were good friends of his and he felt like he failed them by not doing his job. "I think you can already guess what happened."

"Captain, we found him." A Police Officer said rushing forward, catching Peter's attention. "The shooter is holed up inside of a warehouse at the docks."

"Make sure he doesn't escape-." Stacy ordered only for Peter to run upstairs despite his Aunt calling for him. "May, I think Peter needs time to digest this."

Unknown to them, Peter left through the window in his room, his clothes thrown off to show that he had his wrestling costume on underneath, now pulling the mask on his eyes burning with unrepressed rage.

The Police can have what's left of this shooter when he's done with him.


It was easy getting into the warehouse with his abilities as he saw the man in the shadows holding a gun.

The same gun that killed his Uncle.

"Need to get away." The man muttered as Peter paused, something was familiar about that voice but he shook it away.

"There's no getting away!" Peter snarled causing the man to jump and look up to see him on the wall. "Murderer!"

"Shit!" The man fired a shot as Peter easily dodged it. "Get away-."

His plea went unheard as Peter quickly closed the distance, knocking the gun away before grabbing the man by the throat and throwing him across the room right into one of the crates, breaking it in the process.

"How does it feel?!" Peter shouted on the man again about ready to punch him. "To be-be-."

Peter stopped as the man was unconscious from the throw itself and he saw his messy blonde hair.

"No." Peter said in horror, remembering an event.

'Stop that guy.'

'Thanks.'

'All you had to do was trip him and he could've been eating pavement.'

"No it can't be." Peter said wide eyes as he recognized the guy as the crook he let get away. "It can't be you."

The crook he could've stopped.

"If I stopped you I-." Peter backed up, placing his hands on his head. "Uncle Ben would still be alive if I stopped you."

This was all his fault.

Uncle Ben's death was because of him.

~Remnant Present Time~

His selfishness caused the death of his Uncle and it was for that reason that he truly became Spider-Man.

With Great Power comes Great Responsibility.

That motto, was his driving force, the last words of wisdom that Uncle Ben gave him.

And those words he said that day, he could never take back.

Spider-Man held his head low as he walked away.


It was getting a little late as Peter had his mask off and was putting two different chemicals together as he had a chemistry set in his room courtesy of Ozpin at the moment.

It would take time for the formula to fully form but he wasn't too worried as he still had enough to last him for a few more days.

This took Peter's mind off of what happened earlier as he didn't see any of Team RWBY or JNPR after what happened-.

*Knock* *Knock*

Peter looked up in surprise before pulling his mask on and walking over to open the door to show Weiss.

"Hey Spider-Man, can I talk with you?" Weiss asked looking down.

Spider-Man raised a brow before sighing and opening the door further. "If you want to talk it'll have to be in here, I'm kind of in the process of doing something."

Weiss looked confused before seeing the Chemistry Set as Spider-Man walked back over, taking a vial that was over flames off before it would get too hot. "What are you doing?"

"Making more web fluid." Spider-Man said gesturing to his web shooters which were on the table now. "Considering I still have to look for the Six, I need all that I can make at the moment."

Weiss didn't know what to say as she saw that and a notebook with a list of formulas.

This was a bigger surprise than seeing Ruby earlier as she was asleep in the bed with books on leadership and homework.

"So what did you want to talk about?" Spider-Man asked not looking up from the chemicals he was making.

Weiss took a breath. "You were right." She said making Spider-Man pause as he actually put the chemicals down and looked at her. "I was being hasty and selfish when it's only been a day. None of those were the qualities of a leader."

Then she grimaced and looked at him seemingly swallowing her pride.

"I misjudged Ruby and I see that I misjudged you as well."

"You wouldn't be the first I'll tell you that." Spider-Man said with a sigh. "Weiss, I know what I said was harsh, but I think you needed to hear it as well."

Weiss went to speak up but Spider-Man showed he wasn't finished.

"Back home I'm a member of a team called the Avengers and we're all lead by two people, Tony Stark and Steve Rogers." Spider-Man said with a smile. "Now Tony isn't really leadership material like Steve was and on occasion they but heads, not unlike how you and Ruby fought."

Now Weiss looked surprised as she kept quiet.

"But they were also good friends that always had each other backs and I would follow both of them to hell and back." Spider-Man continued now looking at Weiss. "You might not be leader but you are Ruby's partner, someone she should rely on in the thick of trouble to help her, can you at least do that?"

Weiss gave a small nod as Spider-Man seemed to smile underneath his mask.

"That's what makes you a better person than a leader." Spider-Man said before he looked back at the chemistry set. "You should probably get some sleep, we all have class tomorrow."

"Right," Weiss said now seeing Spider-Man in a different light.

He didn't once speak as the Jokerster she thought he was in this conversation but as someone who knows what he's talking about.

When she left, Spider-Man looked at the last bit of webbing that had to settle before attaching his web shooters to his wrist and pulling a small red spider chip out of his belt.

The Spider Tracer as he called it, sends out a radio signal that interacts with his spider-sense allowing for him to find anything he attaches it to.

With that said he placed it underneath his desk before jumping to the open window.

"Time to introduce myself to Vale." Spidey quipped jumping out the window.


Spider-Man hummed to himself as he swung around Vale, looking around the scenery and taking it in.

'This place seems a lot more peaceful than New York.' Spidey thought landing on the side of the building, seeing no trouble with his patrol before something caught his eyes.

It was a Faunus woman with deer antlers being followed by some big guys and she looked scared, knowing they were there.

Frowning, Spider-Man silently made his way closer as she tried to lose them, but they managed to force her into a dead-end in an alley.

"Well, well look at this animal we have here." One of the thugs mocked as the Faunus woman looked scared but defiant. "Don't you know we have a toll on our street?"

His friend chuckled. "But of course if you don't have money we can work something out."

Now Spider-Man frown was replaced with a look of anger as he got a pretty good idea what was about to happen and from how tense the woman looked, so did she.

"How about I work something out with you." Spidey called out making his presence known as all three looked up.

"The hell?!" One of the thugs shouted pulling a pistol out, but Spider-Man shot a strand of webbing, covering it so it wouldn't fire.

"If you can't play nice, you don't get to keep your toys." Spider-Man mocked jumping down, lightly kicking the thug into a dumpster. "Hasn't anyone ever told you to treat a lady with respect?"

He didn't even look as he blocked a punch from the other guy, before spinning around, tossing him into the wall where he shot webbing.

"How rude, I'm talking here." Spidey mocked as the first guy got up and pulled a knife out of his pocket. "Really?"

"Shut up you freak!" The man ran at him, but Spider-Man just jumped over him and webbed his feet to the ground.

"Do you kiss our mother with that mouth?" Spider-Man mocked, adding more webbing leaving the guy there before looking at the Faunus woman who now tensed. "You alright ma'am?"

Surprised by the turn of events, she nodded.

"Good, would you mind calling the police on them? I don't have a phone on me." Spidey joked doing a backflip, landing on the wall. "Just be careful going home."

"W-Wait!" The woman called out making him pause. "Who are you?"

Spider-Man smiled as it's been awhile since he's done this. "I'm just your Friendly Neighborhood Spider-Man." He said before shooting a web line and disappearing into the night.

To Be Continued…

Sorry for the late update but I had a lot of fun typing this chapter and I really hope everyone enjoyed reading it. So the episode with Weiss lashing out on Ruby on their first day is done and she not only see's the Red Reaper in a new light but the Web Head as well. I hope to have a moment like that with every member of Team RWBY and JNPR for Spidey in this story.

Not only that but you also saw the Avengers talking in the beginning and yes time is moving almost at the same speed as on Remnant, just a little slower.

But good lord, longest chapter yet, I can't believe I typed this much.

Now let me answer some Reviews so I can post this.

Death of Snipers: 1. That is a pretty good point, just because he isn't a Faunus doesn't mean people won't assume. 2. Who said anything about them being useless? Even a single piece can grant terrifying power as proven by the boss battles in Shattered Dimensions. 3. In a way, but he is still extremely durable. He did tank a Grenade to the face once.

Lambertjohnathon63: Thank you, it's fun to type all of the chapters so far, even if this one took the longest. I still can't believe I typed one this long. Hopefully you along with everyone else enjoyed this one as it showed his origins along with going through Beacon.

Duskrider: Agreed, he always got the short end of the stick-at least until now considering he owns his own company at the moment, I haven't really read the last few since then though. But anyways, Spider-Man will always be a good hero because of how he doesn't give up.

DocSlendy: Haha, I hope you enjoyed it.

Mario986: In a way yes, it'll be mentioned eventually.

Oreo Knight: Haha yeah, everyone saw how strange Spider-Man was compared to them, although none of them considered that he doesn't have any Aura yet, won't it be a shock when they realize it? Ah yes, Weiss I hope you enjoyed how I had her in this chapter with finding out there was more to Spidey than the jokes, and she won't be the only one as I'll try to have moments like that with the other members of both RWBY and JNPR. Eventually Ozpin will tell Spidey about the Maidens, but at the moment he's keeping quiet about them until he's absolutely sure he can trust the web head with that info.

Croniklerx: Ahehe, sorry about that hopefully this one showed better grammar. Yeah I figured at the point Spidey is at his life, he wouldn't care about keeping it a secret that he's from another universe, especially when he has other stuff to worry about. There is a Shattered Dimensions plot line but the main kicker will be the finale which I already have planned. Plus I figured that having him as a manager would be fun to do. And sorry but Peter will eventually have his Aura unlocked as he will need the upgrade later on, but not for awhile. And sorry about overusing 'as' I never noticed that, I'll try to work on that.

Raphael. zalsos: Oh don't worry, every bad guy will show how dangerous they truly are and Mysterio is one of them.

Revan. Shepard: Thank you, now as for Spider-Man having a tough life, I hope you enjoyed what was shown so far and it's only the tip of the iceberg for Spider-Man having a hard life as there's a lot I haven't mentioned yet, so yeah it was a bit of a humbling experience for Weiss. Now you're right he would relate to everyone in a certain way.

Guest2: I can see where you're getting at but he kind of is considering he has the ability to take over on a mission with them if Ruby or Jaune are having trouble, not that he would without good reason of course. So I figured Manager would work better.

Gamelover41592: Thank you and sorry for the delay.

Guest3: Here you go.

Next time on Spider of Remnant.

"Well isn't this a surprise?" A loathing voice spoke up as Thor walked into a room with a frown. "To what do I owe the pleasure of this visit, Odinson."

Thor frowned at the being who walked out of the shadows dressed in gold and green armor, with a helmet that had two long horns on it. "Loki, I require thy aid."

Loki the God of Mischief and enemy of the Avengers just laughed at the audacity of his step-brother. "You really think I'll help you with anything Odinson?" He asked sneering at the God of Thunder. "You must've suffered more blows to the head than I thought."

"Not me, but someone you owe a debt too, lest thou hath forgotten who saved your mortal daughter." Thor said causing Loki to go quiet.