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


Chapter 59 Out With The Old And In With The New

"Don't fight it. It'll be over real soon!" Spoke Sandman as he drained the moisture from Spider-Man's arm. The arm was as thin enough to look like a shriveled-up twig, and before the effect could reach Spider-Man's main body, the sediment human screamed in pain as he felt a painful sensation coming from his chest.

Looking down, Flint Marko can see Spider-Man's other arm glowing, which caused the sand that was trapping the appendage to turn into glass—focusing more on the pain than on turning Spider-Man into living beef jerky. Sandman tossed the webhead in a random direction and tried his best to split his conscience from the sand body before he could be turned into a glass statue.

Spider-Man view of the world was spinning as he was thrown in the air, and only when he felt something cold followed by pain shooting up from his back did he realize he was now lying on the concrete floor. Getting up by the waist, Spider-Man can see that what he crashed into was the ice he used to try and trap Sandman in. Rubbing his head to ease the migraine, Spider-Man noticed that the arm he was using was the same arm Sandman turned into a dry bone.

Upon further inspection, he saw that his arm was also wet, giving his skin a slight sheen. Putting two and two together, the young spider solved what Sandman did and how he could counteract it.

"At first, I thought he could age someone from a touch." He noticed a finger from his hand was still thin as a bone, and when he dipped it into a small puddle that was from the ice, the dried finger was back to normal. "But what he actually did was absorb the moister! He's not just living sand; he's also a living sponge!"

Getting back on his feet, Spider-Man looked to where Sandman was in the process of creating another sand clone. Only this time, the clone looked alive and conscious compared to the other clones, which may look real but still acted like puppets. The clone walked away from Sandman, who now glass before shattering, making the newly created clone to be the real Flint Marko.

'I won't be able to create more sand clones for a while. My mind is still messed up from what Spider-Man did to me.' Flint looked to where the beaten form of Rhino was and now had a sneer on his face. 'Wish I could just leave you here, but your usefulness is still needed for this job.'

Still being able to morph his body, Sandman attempted to grab Rhino in an attempt to leave, only to stop as a stream of fire was placed between him and his accomplice.

[TWIP! TWIP!]

It wasn't just fire that was surrounding Flint, but also ice as Spider-Man used his modified web fluid to unleash ice and fire dust, creating a circle with him and Flint in the center.

"Going somewhere?" Despite looking the most mangled, Spider-Man still held an air of confidence. "I didn't hear no bell."

"You wanna die young? Fine!" Wasting no time, Sandman morphed his arms into large hammers and charged at Spider-Man. He raised a right and slammed it into an overhead strike which was dodged by Spider-Man, who proceeded to shoot spider webs from his web shooters. This continued for a couple of minutes of Sandman trying to hit Spider-Man, miss, and then Spider-Man would fire several globs of webbing. "Where are you aiming at, Webhead?!"

"Not really. I kind of have plans after this, so dying isn't part of my plan," Spidey ducked from a swipe from the left, fired a web glob, and then jumped back. "Just give it a minute, and you'll find out. Show don't tell and all that foreshadowing."

Pissed at Spider-Man's nonchalance, Flint split his arms into four now and doubled his pace at attacking Spider-Man. Yet even when he doubled the speed and his attacks, Spider-Man was able to weave and counter each attack that came to him.

'Keep calm,' Spider-Man looked back at his memories of his time with Madam Web. 'This is what Madam Web was trying to teach me. I need to build a fighter's instinct that can carry me into a fight and not always rely on my spider sense all the time!'

While he can dodge the attacks, Spider-Man is still a street-level fighter and has only gone to do basic fighting stances with Madam Web, so it was only a matter of time before he would get some close calls leaving him some new scratches on his body.

Evading one more attack, Spider-Man changed his tactic of firing a web to counter Sandman and lashed out a fist to Flint's face making him take a step back from the surprise strike.

Having enough of today's events, Sandman formed his arms back to normal and started to try a new move on Spider-Man. Sandman's left hand turned clockwise, and his right hand turned counter-clockwise. As his hands began turning a full 360 degrees, his arms soon followed suit, making his arms start generating two concentrated sandstorms!

Unable to escape due to boxing himself in with Sandman caused the webhead to be trapped between the cyclones resulting in him getting shredded. Stopping his attack, the sediment human can see Spider-Man had more scratches over his body, and the red jumpsuit Spider-Man had was now in tatters.

Before the hero could fall, Sandman extended his hand to grab Spider-Man's throat, pulled him close, and started to drain the moisture from his body. As the hero's body began to dry up, Sandman paused when he saw a droplet of water land on his hand. Another landed on his head, and soon a couple more started to fall, making Sandman worried as he knew today's weather was supposed to be sunny.

Looking to the sky, Sandman's eyes widened, and he realized that the reason for the sudden downpour was cause there was a dome of ice! It finally dawned on him that the reason Spider-Man kept shooting webbing aimed at nowhere was actually to build the ice into an igloo. Why it was melting is because the fire Spider-Man made increased the temperature and also quickened the pace of the ice melting. Soon large chunks of the ice broke off and landed on the floor, melting into puddles, making the floor wet. Alarmed at how the water was getting close to him, Flint didn't prepare for Spider-Man to use both his legs to kick Flint straight into his chest.

Surprised by the attack, Flint fell to his back, and soon his body felt a bit heavier as he absorbed the water from the floor. Trying to get up left him with some parts of his body falling off as the water made it too soft, making him resort to a desperate plan with a low chance of success.

"You're not getting away this time!" Despite feeling his body at its limit from the constant abuse. Spider-Man forced his body to move by raising his arms and firing what little remaining ice dust webbing he had.

Not even trying to dodge the ice, Sandman focused on what little power he had, raised his arm, and fired at Spider-Man before he was encased in ice. Body dodging the last attack, Spider-Man waited in bated breath for any other surprises Flint had, and when nothing happened, did the vigilante finally fall to his knees and let his body rest.

"AUGH!" A tired groan left his lips as he looked at the ground, where he could see his beaten reflection from the water. The silent peace was broken when the police sirens could be heard not too far away. "Of course, they show up the moment everything is over. Whatever, I just want to go home now."

Spider-Man bites back a curse as he gets up, feeling pain coming from every part of his body as it tells him not to move. "I can tell the web swing home will be just fun." Leaving the docks to the proper authorities, Spider-Man used the rest of the day to stay home.


While he was Web swinging back home, Roman Torchwick and Neo was using the distraction of Sandman and Rhino to sneak into Oscorp and was in a secret room that not even Harry knew about.

"I know that look you have, Neo." Roman lit his cigar with the end of his cane. "Can't really have you go there helping those two while we are on the clock. Besides, I don't expect any of them to come back."

Neo would usually agree, but a twitch from her brow made Roman know that she wanted to disagree. 'Guess she started to see them as friends.'

"I'm not going to say their chances of winning are zero, but I won't say they are weak enough not to give Spider-Man a hard time. By the time we are done here, I'm sure we will see Flint and Alex, but for now," The sound of a door opening made Roman and Neo see the new arrivals. "We got the guest of honor to meet."

Doctor Otto Octavious, followed by three other people, Fancy Dan, Ox, and Montana, was walking behind him.

"I apologize if I took too long." Said Otto, now wearing an air of indifference rather than that of a loving husband just earlier today. "I'm glad that our most recent subject was used for the distraction; however, I can't help but feel the use of Flint Marko was a bit excessive."

"Rhino would have been enough to make Spider-Man run around the city." Roman walked toward Otto and stopped when he was six feet away from the scientist. "The problem is that Rhino has the issue of not being that maneuverable, especially in the city. We don't want to make that much of a mess. That is why we had Flint join Rhino because he has the most control and can limit any mistakes Rhino makes."

Seeing that the reason holds weight, Otto walked towards a large table with several files and a lone laptop in the center of the table. Typing in the password, the screen showed several open windows, each showing certain files about specific animals.

"Our most recent addition was Rhino, whose compatibility was far more promising than anticipated. I was hoping we could have him here to perform some more tests and see if we could further increase such abilities, but that is wishful thinking. You, Roman, are here due to Mr. Osborn's partnership with your boss, Cinder."

"Yes, yes," Roman didn't need a recap as to why he was here. The master thief thought he was finally free from that, but it seemed like his hopes were dashed when someone appeared garbed in some cloak and told him he still had work to do. It didn't help that the mysterious figure had a direct line to reach Cinder, despite her still being imprisoned, gave Roman a job, and is now back to being controlled with no sign of escaping. "Are you going to give me what I need, or are you just here to waste my time and talk about stuff I already know?"

"Don't need to act hostile, friend." Montana casually spoke. "We're all comrades here."

"Comrades, right, and I'm sure you three are here just for old times? I'm surprised you Enforcers are here. I thought you'd three would be somewhere else handling some odd job for your boss."

"We are here, so this man," Montana pointed at Otto, who was still typing on the laptop. "Will make sure he keeps his end of the bargain; now that Norman is a veggie, the nice doctor here will be carrying on the little project in his stead. By the way, the big man sends his regards. He would also like to invite you and catch up on old times."

"Tell him I said no." Roman immediately shot down the offer. "I had enough of him when he and I used to work together, and that was enough. I don't even care what he has in store for Oscorp. Just give me what I was here for, and I can leave."

Otto placed his hand in his coat pocket, pulled out a USB, plugged it in, and downloaded all the information. Once the last file was finished loading into the USB, the scientist pulled out the USB, closed the laptop, and tossed the small storage device to Roman.

"This is what Osborn had before his untimely accident. Now, if you have anything else, I must return to another job that has been thrust upon me."

Otto left the room, followed by the enforcers. Making the last to leave were Roman and Neo, who used her semblance to have the two depart from Oscorp.


Hours passed after the fight; Jaune was now in his boxers and a muscle shirt sporting a few bandages and also some bandaids. He was sitting at his desk and next to him was an empty bottle of painkillers that only helped a little bit to dull the pain. He was currently making the final touches on his suit, only to look out the window to see that daytime had turned to night.

"I should probably get some sleep." Muttered Jaune, who looked at his new Spider-Man suit before putting it back in the drawer. Reaching for his scroll that was charging at the corner of his desk, Jaune unlocked his scroll and reread several messages from his boss, J. Jonah Jameson, who wanted him to be at his office tomorrow morning.

"I really should have remembered to take photos of the fight." He groaned and then closed his scroll. "Now that I think about it, I'm a reporter now and not a freelance photographer. I am sure he wants to talk about my role in the Daily Bugle."

Jaune was so preoccupied with training that he was beginning to lose his grip on his personal responsibilities with his job. It eased his consciousness with how school was currently postponed, leaving him some time to hone his skills, but it seems that his vacation might make him lose his position in his job.

"Just take the flak and make up for it by being the best reporter you can be." Jaune talked to himself to ease his despair. "I can't neglect the talk I have with my boss. I need to face it and not..." Suddenly a thought came to Jaune that soon made him gran a second time. Only instead of depression, it was more of frustration.

"Augh!" The blonde put his hands over his face. "I really am forgetful sometimes." Rising from his chair, Jaune pulled out his stealth suit and began wearing his costume. "Thank goodness Aunt May is out with her friends right now."

Placing his mask over his face, Jaune went through his window and started to web-swing deeper into the city.

"Just quick talk with Ozpin and then straight to bed. I'm sure nothing will come of this, right?"


"Another letter of a student's parents wanting their child to leave Beacon." Ozpin, the Headmaster of Beacon, was alone in his massive office, skimming over yet another angry letter from a student's family before tossing it to the already growing pile of letters with the same message. Reaching out in the large stack of paperwork dropped off by Glynda. Ozpin wasn't paying much attention as his hand pulled a random letter that made the stack of parchment fall off the table, spilling across the floor.

Sighing, the Headmaster bent down and picked up the letters at a slow pace.

"I dealt with being one-armed from previous lives," The ancient wizard stared at his only limb and then at his missing arm. "And yet it still an odd sensation that I can't get used to."

Seeing as no one was in the room with him, the reincarnated used some of his magic to easily collect all the papers and put them all in a neat stack.

"I love magic," Ozpin said out loud. "Now, where was I?"

'Oh right,' Ozpin waved his cane at the already read letter pile, and the papers were gone when enveloped in a green glow. 'A slow realization that my school will be getting some severe budget cuts.'

After the Vytal festival, people started to change from sorrow after losing lives to rage at the government's incompetence in allowing such an incident. This, in turn, made some political changes occur, such as Atlas beginning to lock down its kingdom and buff its security. James didn't wish to have such action happen because Atlas military was being painted in a bad light. How their technology was part of the attack and the voice of other kingdoms spouting nonsense and false accusation of Atlas being the cause for the incident left him no choice.

'I can't reach him and ask how he is doing.' Despite some claims that General Ironwood is a cold and strict man at times, Ozpin knows that underneath all that grit is just a man who can get discouraged. 'I remember that Glynda passed me a request for some time off. It would be nice of me to approve it; I'm sure anyone can get Ironwood to open up; it would be her.'

Leaning into his chair, Ozpin took a break from reading the letters of students leaving the school to look through the window of the city lights.

"Then again, I wonder what Nick is doing after all these years." Said Ozpin nostalgically. "Hmm?" Thinking about the past could wait as he noticed an object getting closer and closer to his office. Ozpin didn't need to wait long as the mystery object was none other than Spider-Man wearing an all-black suit rather than his usual red and blue. "Well, I always welcome a visit that helps me forget my responsibilities."


"I'm glad I caught you in good time, sir," Spider-Man said, who was sitting across from the Headmaster. "This talk was something that was long awaited."

"I agree," Ozpin replied. "I must say, I never met someone with a suit for different occasions. The last time I saw you, you were wearing a suit of armor, and now we meet with you dressed up in this new set. If I sound like I'm insulting you, I apologize; I'm just baffled at your clothing style."

"No offense taken, my usual suit is... getting revamped. I'm sure you saw the recent news today."

"Ah, yes, the incident this morning." Ozpin didn't talk as he pulled something out of his desk drawer. "Chess? I tend to like a game or two while talking."

"No, thank you," Spider-Man wasn't here for games. "I wanted to talk because I remember Qrow wanted me to see you."

"Ah, yes, I do recall asking Qrow that some time ago," He sipped his coffee with his only arm. "It has been some time, and now you show up here. You must be very busy, what with all these costumed anomalies. I'm glad you were able to handle the trouble. I'm impressed that you also kept the damage to a minimum. I'm sure the news will spin the tale in which Huntsmen and police were once again shown incompetence thanks to Spider-Man."

"Uh," With how nonchalant Ozpin spoke about how the media would make twist the story made the artificial Faunus a bit uncomfortable. "Are you mad?"

"No, no," Ozpin laughed. "Throughout my life, I realized that there will always be groups where they thrive in gossip and enjoy twisting things that suit their plans—knowing that people were unharmed is good enough for me. Unfortunately, I can't say the same with the Council, which does not support vigilantism. You must understand, Spider-Man, that even though your actions are well-intentioned, it is an action that does not sit well with authority. After all, if a group of unknown individuals who have displayed such superior firepower and skills that show no loyalty to either of the four kingdoms can cause some people to wonder if it is wise to trust such mysterious people."

"Are you saying that my friends and I are threatening the Council and their hold over the kingdoms?"

"Yes," Ozpin didn't dance around the subject. "When you all somehow highjacked all the electronics that displayed your group's sets of powers, it sparked some concern and questions among the kingdoms. Not to mention, due to the horrible event, I have been receiving a constant flow of letters from parents requesting that their child resigns from my school." To prove his point, the Headmaster pointed at the stack of unread paper. "It was bad enough that we had a breach some time ago that had resulted in many citizens being injured and killed. Yet to have another tragedy within a year has made people start becoming paranoid. More importantly, for parents who allowed their children to be Huntsmen."

Signaling for Spider-Man to read one, the vigilante grabbed the top letter, read it, then put it back. Ozpin didn't know what Spider-Man was thinking underneath that mask, so it was thankful enough that Ozpin was observant enough to see how that Spider-Man was balling his hands into fists.

"I," Spider-Man paused. "Didn't know there would be so many."

"People tend to forget that when walking the path of a Huntsmen means walking close to death." Ozpin knows most of all as he has been walking the earth for over a thousand years. 'I'm sure I ripped that off from someone a couple of lifetimes ago, but whoever made that phrase is long dead by now.'

"Families that came to Beacon for the festival expected a simple tournament and fun. Yet seeing firsthand the monster that their kid will one day fight made them see the errors of their choice." Once again, Ozpin pointed at the open set of Chess. "Care to play a game of chess?"

"Again, no," Spider-Man was confused as to why Ozpin would ask a second time. "Speaking about students. What will happen to Yang and her friends?"

"Yang is doing fine. Her control of the power is quite something. I'm sure that having time away from Beacon is also helping her mental state. Rest assured, she will still attend regular classes and have extra lessons with Ms. Glynda to help control the Maiden powers. The last thing I want is to treat my student as a weapon."

"Speaking about the Maiden. I think you know I wanted to come here."

"Yes, I suppose you deserve to know the reason behind all this." The wizard took a sip from his mug, looking out to the city's nightlife. "Tell me, Spider-Man, what is your favorite bedtime story?"

'I'm having a serious case of deja vu right now.'

"Can we skip this? If you were going to tell me fairytales exist and all that, I already know that when I saw literal magic happening right before my eyes."

"And do you believe it? That magic exists?" Ozpin questioned.

"Frankly, not really, and I'm sure most of my friends are on the spectrum to be still skeptical and downright thinking that magic is total dog spit." Spider-Man can think of a certain golden Avenger who fills that role of being firmly part of the non-believer side.

"Alright then, I might as well tell you." But before Ozpin would tell Spider-man, he once again pushed the board game forward. "Chess?"

"Oh my- Fine, we'll play chess!"

The first to move was Ozpin, who had the white set, and Spider-Man, who went second, for he had the black set. As the two played, Ozpin told the hero that his goal was to stop an old evil who wished to plunge the world into despair and death.

In order to do that was the help of the other Huntsmen schools who had pieces that could help him stop such an enemy. All the while, the two played chess, with each player gaining ground and also losing chess pieces. Ozpin has shown to be the one that has the advantage as he had the most chess pieces taken from Spider-Man. On the other hand, Spider-Man wasn't going down easy as his unorthodox play style had made Ozpin switch up his plans.

"These special pieces," Ozpin decided to sacrifice a piece only for Spider-Man to ignore it and go for a rook that Ozpin needed for his plan for a checkmate. "Were given by the God of Light. They are called relics, and my plan is to have them all collected and have the God of Light and Darkness return to Remnant and bring the world back from the brink of despair. Not only will they prevent the evil from spreading, but will also bring a more stable control over too."

'Looks like Nick Fury was one the money about what Ozpin's plan was.' Spider-Man wasn't sure how things would change if the Brothers returned, but just having it involved with actual gods is already a quick change from fighting the usual street thug. 'He isn't telling me the whole picture like Nick Fury did. Then again, I wasn't really planning on joining him anyway.'

"With Yang and her sister, I would have them journey with Qrow to gather my other allies to get started on my plan."

"If these are indeed important and that you need the Maidens to get such relics. Why do you need Ruby? I'm sure Qrow would be ok with just taking Yang as she is a Maiden, but why Ruby?" He knew he messed up when he saw something register in Ozpin's eyes, only for it to pass as the man looked down at the board to see that Spider-Man's pieces still remained on the board.

"The reason Ruby is needed is because of her lineage. You see, her eyes are of a special breed of people that have been helping fight the Grimm for a long time. Their origin is long lost, and only a few know of them and their importance against the darkness."

'Is that why she joined Beacon so early?' Spider-Man thought as he remembered how Ruby talked to him while he was Jaune, how she was happy that she got in because of her skills and saving a dust shop from Roman. "Does Ruby know why her silver eyes are important?"

"Qrow will inform her of her hidden power while they are away at their home village in Patch. When the siblings return, they will be briefed more on their mission." Said Ozpin, who was trying another move to win the game, yet found it quite difficult as Spider-Man somehow instinctively knows which move to make. "I hate to make such a decision, but with how bold our mortal enemy's actions were. I feel it is best to start gaining more allies, and right now, I have several students who have shown their loyalty to Yang and Ruby, who can assist me. However, I also wanted to ask if you would be interested in helping?"

Spider-Man didn't answer and only allowed his playing to convey his feelings which Ozpin followed suit.

Some moves that Spider-Man made cost him pieces, and just when Ozpin thought he had him, the Headmaster was caught off guard at how the masked vigilante seemed to adjust and even take some of his chess pieces, resulting in a rare position that Ozpin was the one who could lose.

"Thank you for the offer, sir," Spider-Man said while still looking at the chess board. "But I don't think joining you will actually be enough to help you. I'm just a friendly neighborhood superhero, and I think trying to have literal Gods come down to Remnant is beyond my level."

"I'm sure the people of Vale say otherwise. You have shown more than just power; you have a gift for spreading hope that has been lacking recently."

"Hypothetically speaking, If I do join, does that mean I have to join the registration too?" The webhead asked.

"If you desire to become a Huntsmen, my answer is yes. However, I know that since you showed your actions in hiding behind a mask, then you can assist us while still being independent and not needing to join the registration act."

Again the two sat in silence with the sound of chess pieces clicking on the board to fill the silence. Their game finished when Spider-Man had Ozpin in checkmate. The Headmaster of Beacon attempted to move his king but realized that Spider-Man's remaining chess pieces were arranged so that if Ozpin tried to move or sacrifice any piece, it would still have him in checkmate.

"Impressive," Ozpin said with a bit of surprise, for no one had him in this situation in chess for a long time. "You have an impressive tactical mind. Is it safe to assume that you are the leader of the rest of your friends?"

"Thank you, but I'm not the leader. I just helped direct them to what needed to be done when Cinder tried to destroy the city." Spider-Man didn't need to tell Ozpin that it was thanks to the spiders living in the Headmaster's office. 'Who knew spiders could learn chess.'

"Chess aside, I know with the help of you and possibly your friends, we can put the nightmare to end. Will you join?"

Ozpin's quest to stop this secret war was noble, especially when Spider-Man knows the backstory behind why Ozpin is doing it. To prevent the person you love from destroying the world and also setting things right is a noble goal.

Spider-Man's response was to knock over his king piece, making him forfeit the fight and having Ozpin be the winner. "I thank you for telling me the truth-"

'Half-truths, really. Then again, I really shouldn't point fingers at who is keeping secrets. I just wanted to see Ozpin and check out his side of the story.'

"I'm also thankful that you are helping Yang and Ruby."

'Help them by being part of your plan to fight against an immortal witch who was your ex-wife. Who I'm sure would pay extra attention to Ruby if what you told me about how her eyes are dangerous to Grimm.'

"I'll have to decline, as I just don't think I can bear that kind of responsibility."

'The responsibility of enabling your actions and willingness to have someone else be a Maiden in case Yang dies. I haven't forgotten about Amber nor the machine.'

"Hope you understand." Getting up from where he was sitting. The vigilante walked to the open window and then turned his head to see that the Headmaster had also left the chessboard.

"Thank you for at least taking some time to talk, Spider-Man." Ozpin nodded his head in appreciation. Before the hero could leave, Ozpin stopped him. "By the way, I wanted to ask if the name 'Madam Web' sounds familiar to you?"

"No," Spider-Man lied. "Can I ask why?"

"A name that I hoped you knew. If you were open-minded about magic, then I wonder if you believe this Madam Web to be able to see the future. I was hoping that if you know her, I would ask if you could request to have her talk to me, but if you don't know her, that is fine. Take care, Spider-Man."

The young spider jumped out and fell from the Hightower before web swinging away and back to his home.

Waiting a bit until he saw the silhouette of Spider-Man get further away from the academy, Ozpin sighed and let his wariness come out.

"Well, I suppose It's only natural not to fully have faith in someone dropping a bomb on magic and gods." Using his only arm to rub the bridge of his nose. Ozpin went back to reading letters that involved more of his students leaving his school. "Even if he doesn't answer, I can see from how he plays that he will help in his own way."

As much as most people think Ozpin loves chess too much, it serves a purpose to help the immortal soul know a person. How Spider-Man played and how he ended the match show that Spider-Man not only shows high intelligence behind his gesture-like attitude. The masked man is also humble and shows some naivety in his moves, most notably when he hesitates to sacrifice a piece to win. There are moments, though, when he takes actions that contradict his previous hypothesis.

"Some of his moves look like he was being guided on how to play. Perhaps he has an earpiece built into his mask?" It was a plausible idea that he might have had someone wiretap his suit to eavesdrop on their conversation but brushed that aside as he believed he was being paranoid. "Perhaps my years are catching up to me. A real shame he does not know Madam Web. I was hoping to meet her finally. Did Spider-Man think I was being racist if I thought that he knew another person who is spider related?"

When the rise in Spider-Man's popularity started to go mainstream, Ozpin wanted Qrow to find him in the chance that he could be loosely connected to Madam Web. Ozpin did not know her real name, as only people who had met her only received her moniker. This was dated years back, as she was best known to be able to give accurate fortune tellings to her customers. Now, Ozpin's immortal soul has encountered fakes, yet this Madam Web piqued his interest the most, as there was another person of interest that vanished before the start of Madam Web's fame became known.

"The Grimm Reaper." That was the name that was not heard for a long time. "It would have been nice to meet the Reaper finally, yet I suppose finding a teacher for Ruby will be put aside for now. Hmm?"

A different letter than the rest was in Ozpin's hand with the unique wax sigil of an 'X.' Opening the letter, Ozpin read the contents and found that his problem with losing students might not be a problem now.


The next day, Jaune, who was now healed from yesterday's injuries, walked toward his place of work to get started on being a reporter. Walking into the floor where he works, Jaune is wearing simple jeans, a blue shirt, and his signature Pumpkin Pete hoodie. Another thing he brought was his backpack only; instead of textbooks and homework, it was his side project that was now finally complete.

"Hey, Betty," Jaune walked to her desk and greeted her, only to stop as a serious look replaced her usual smiling face. "Did I miss something?"

"Are you serious?" She said with a bit of anger. "You can't tell me you didn't see the news about what happened when Sandman was fighting Spider-Man across the city with some colossal grey... thing in tow. Jameson called you and wanted you to cover it, but you didn't answer your scroll! Why?!"

"I had it turned off," Jaune lied, for he did not want to tell her that his scroll was destroyed from the fight and that his new one has yet to have all of his contacts listed. "From 1 out of 10, how mad is he?"

"Mad enough that he might consider getting an old photographer back and dropping his newest reporter." Betty didn't mince words that Jaune would get an ear full from his boss. Yet that frown turned into a small smile as she reached over and placed a hand over his shoulder. "But hey, I'm still glad you're showing up and decided not to close yourself off to us. It must have been scary to be close to what happened at the festival."

"Thanks, Betty" He appreciated her concern. His slight absence of leave was mistaken for him just closing himself off and not using it for vigilantism. "Is he expecting me?"

"Oh yeah," She stretched her lips to make a face. "My advice is just to stay silent and let his frustration out. He understands what you went through, but he will still yell."

Jaune nodded at Betty and then walked to his boss's office. He spotted a few co-workers glancing at him along the walk before returning to work. Jaune looked perfectly fine from the outside; inside, however, he felt like he was walking to his execution. He finally reached the door to Jameson's office and could hear his boss shouting at someone.

"-I told you that if you don't have a photo as proof, then I won't entertain the idea of having any of your baseless news in my paper!"

Knocking on the door, the young blonde hears Jamesone say, "I'll call you back" he listens to a scroll click to tell him that Jameson is done talking to whoever was on the other line. "Enter."

'Ok, here goes,' Jaune opened the door and was about to greet his boss. "Morning, Mr-"

"Close the door, Jaune." He was expecting J. Jonah Jameson to greet Jaune with a harsh dressing down, not a calm and emotionless tone. Following the order, Jaune sat at the chair across from where his boss was sitting and remained silent. "Jaune, how are you?"

"I'm doing good, sir," Jaune was nervous as he was not prepared to handle a calm Jameson. It was like an explosion that he was waiting to happen, and as the seconds ticked by, it made Jaune even more nervous about when it will happen. "Thank you for letting me take a break from the Bugle. It really gave me enough time to recuperate. Aunt May also appreciates it."

In the aftermath of the fight, Jaune is in critical condition. The constant fighting, lifting a part of the Beacon tower, and then getting impaled by a spike of magic fire was the breaking point that even his healing factor couldn't heal in one night. His cover story was that he was caught in the battle and was saved by the Avengers. Jameson gave Jaune medical leave to recover both physically and mentally from the stress of it all.

"That's good," Jaune's boss said. "And I'm glad to see you well and on your feet."

"Thank you, sir."

"And do you know something else?"

"Um, is it involving what happened yesterday?" Jaune received a nod from Jameson. "I can explain. My scro-"

Jaune was startled when the owner of the Daily Bugle slammed his hands on his desk, which created a loud 'Bang.'

"You know, I called you yesterday for not just having you go to cover the story about Sandman fighting alongside some new costume freak. I wanted to ensure you were doing well, as yesterday was your last day before returning to work. When you didn't answer, I thought you were still not feeling well and chose to call your Aunt. Did you know what she told me? She told me that you were fine and at Oscorp at the same time when that fight happened!"

At some point, Jaune didn't try to defend himself and sank deeper into his seat.

"So, not only are you ok, you were at the scene of the action and could have been the first to be there. You still didn't answer my call or even attempt to do your job, let alone take pictures. So tell me, Jaune. What stopped you?"

The question was simple enough, yet the answer Jaune wanted to give was not.

"I didn't think about reporting the sudden fight." Jaune was wracking his brain to make a good lie to cover his tracks. "The sudden screaming of the people, the destroyed streets, and the danger just triggered bad memories of what happened during the Vytal festival."

Jaune's excuse seemed to work somewhat, for Jamesone's scowl was now just a tiny frown. When Jameson pressed a button from his desk intercom, he wasn't out of the woods yet.

"Ben," Jameson called a name, then looked back at Jaune. "I won't bust your balls any further, aune. But as a reporter, you are put to a higher standard than a photographer. That is why I think it is time to for to get acquainted with a veteran."

A knock from the door's other side signaled Jaune and Jameson that Ben had arrived.

"Perfect timing. Come in, Ben!" When the boss of the Bugle said those words. The door opened, revealing a skinny, dark-skinned individual who had thick glasses and a bit of a 5 o'clock shadow. "Jaune, I want you to meet Ben Urich. He will be your mentor and show you the ropes of being a reporter."

Showing his respect, Jaune got up from his seat and gave Ben a proper greeting.

"Good Morning, Mr. Urich. My full name is Jaune Arc. Nice to meet you."

"Good Morning, Mr. Arc." Not wanting to be rude, Ben shook Jaune's hand and then looked at their boss. "Is there anything else you need of us? Because if not, then I can handle the rest."

"He's all yours, Ben." Reaching for the top drawer of his desk. Jameson pulled out a cigar and began to light it. "Jaune, I expect the best of you, and I also expect you to pick Ben's brain of every trick a reporter needs under his belt, understand?"

"Yes, Sir." With a firm nod to his boss, Jameson waved them off, and the two reporters walked out of the office. Jaune followed his mentor to his office, and as he walked behind Ben Urich, Jaune thought to himself that Ben Urich's name sounded familiar. 'Now that I think about it, I could have sworn I heard about Ben sometimes within the workspace. This is the first time I've actually seen him, which is odd that I practically see most of everyone on this floor.'

Ben stopped at a door that Jaune could assume was his office. What was weird was that it did not have a plaque to let anyone know it was his office, and when he entered, Jaune could see that the entire room was pitch black despite the sun already out. Luckily, Jaune didn't need to worry about walking in blind as he was able to see in the dark.

'What a mess,' Jaune was expecting a neat, organized, not crazy paranoid. 'I see clippings that date years before I even showed up in Vale.'

His attention was taken when Ben flicked the lights and then casually walked to his desk, which was overrun with stacks of paper of old newspapers. Jaune was ready to listen to what Ben would teach him, only to sit in silence as the man sifted through papers and written stuff on a notepad.

"Um," Jaune felt awkward standing and not doing anything. To pass the time, he looked at the scattered news articles and found that the most recent paper was about yesterday's fight. "Did you cover this story?"

The sound of writing stopped, and Ben looked up from his work to answer Jaune's question.

"Yes, I did, as J.J. wanted me to cover it, even gave that grey guy the title 'Rhino,' as his appearance made it obvious," Ben answered and was about to return to his work when Jaune asked another question. "If you want to know about being a reporter, check the article behind the front page."

Doing as instructed, Jaune flipped to the second page and read through another story involving a decline of small gangs in certain parts of the city. Reading further, Jaune reads a small snippet about a rise of a new politician who is running for a seat in the Council.

"This is really good." When reading the article, Jaune was glued to each word printed on the paper, and as he finished reading, Ben stopped writing and brought Jaune's attention to himself. "Mr. Urich, I got to say that even though you covered the story about Spider-Man fighting Sand-Man and Rhino, this second really makes me curious about how gang-affiliated groups are being less active only in certain parts of the city."

"A reporter can always smell a good lead. You just need to make sure that when you find a story to tell, you must stay dedicated and always find the truth. No matter if said truth could lead to something bad."

"Well, you think that the reason small crimes are so low is the cause of Spider-Man? Or maybe because of Roman? Maybe even the supervillains like Sandman?"

Ben scoffed at what Jaune said. "In my experince, Jaune. There are no heroes, no villains. Just people with different agendas." Grabbing a piece of paper that was taped to the wall. The veteran reporter handed it to Jaune and then walked to a wall that had snippets of paper that had twine wrapped around each one, forming a web. "There is always a lead that is just part of the whole truth. And if you genuinely want to know what a reporter is, then I advise you to dig deep and brace yourself for what you'll find once you find what you're looking for."


The entire morning, Ben gave Jaune a run down on what he wanted Jaune to do as a reporter. Such things as being punctual, following his lead in some instances, and to also be open-minded when teaching under Ben, as he told Jaune that he would show the young blonde the different aspects of being a true reporter.

"I have something I am trying to uncover, but I'll make sure to give you some tips and assist you with reporting some other time. For now, you just take the rest of the day off, and I'll see you tomorrow." That was all Ben said before Jaune left his office and closed the door. Now Jaune was walking away from the building and planned to use the rest of the day training his spider powers when he stopped walking. Turning his head, he faces an alleyway with no one visible. That wasn't the actual reason he stopped, for what caught his interest was that a spider was hanging on a web attached to a stairwell.

That very web had a message saying, 'I'm back.'

The two-word message was all Jaune needed as the boy walked deep into the alleyway and started to change into his costume. Usually, he had the costume already on and hidden beneath his civilian clothes. For this instance, though, is because his new outfit would be too bulky in some parts if he tried to hide it underneath his clothes.

The masked vigilante sprung into action after changing from his everyday clothes to his new Spider-Man outfit! Running up the wall, Spider-Man reached the top of the rook and jumped high. Once airborne, Spider-Man shot a web line and began to swing to his training spot outside the city. Deciding to get lower, Spider-Man let go of the web line, fell to street level, and ejected another web line.

"Hello~! Vale~!" He shouted with joy as he passed by several people walking on the sidewalk.

One passed civilian looked at him and said, "Hey, Spider-Man! Nice new look!"

Turning to give the person a nod of thanks, he did not care that he was heading straight into traffic. Spider-sense activating to warn him of danger, Spider-Man pulled his line making his accent and avoiding any vehicles.

Thanks to Rito's notes of making a new suit, add that with the much-needed funding thank to Mr. Stane for interviewing team RWBY; now his mask and suit are decked out with a new look and other upgrades.

He climbed higher into the air to the point above the office towers. Once he was up in the air, Spider-Man felt gravity pull him down and soon fell, only to shoot a web line to a random building. Pulling the web, he latched himself onto the reflective window of the building where the sun's light bounced off the mirror-like window that showed Spider-Man's new suit.

Gone was the simple red spandex body suit and torn blue hoodie. What was now replaced is a form-fitting suit that no longer retained the semblance of the original suit and has upgraded the original design to a superior degree. The red was prominent at the head, the torso, and the added decals were the black web mesh. His hands and feet also shared the same red color, followed by the black web lines.

His face mask has also had a major overhaul as it no longer had the unblinking compound eyes. Now his mask can have small movable plating that allows him to show better expression through his facial muscles that can move the compound lenses.

Spider-Man's arms and legs are covered in a black mesh, and his ankles have metal ankle bands that carry his web cartridges and extra spider tracers. As for his arms, the wrists had the usual web shooters, only this time; the web shooters have been upgraded to be more durable and can hold more web fluid. It contains more web fluid and is built to be larger than the first version, which only covered only the wrists and is now covering the entire forearm.

The final most notable piece was the spider symbol on his chest before the spider symbol was a black spider that was placed on his torn blue hoodie. Now, the hoodie was gone, and the spider emblem was dead center on Spider-Man's chest with a new color swap of white, making it more prominent in contrast to the rest of the red and black costume.

Turning his head to plot his next web line, the young hero backflipped and continued his fall before getting within range of another spot to attach a web line to stop his falling. His web swinging was passing through the city fast enough to reach his training grounds, located outside Vale's high walls.

Landing in the center of the small clearing where he trains, Spider-Man didn't even have to wait when his spider-sense started to go haywire out of nowhere. Not breaking his calm, Spider-Man suppressed his pain and focused on what was around him. His instincts started to take effect, and the hero moved from where he was standing to avoid Madam Web, who attempted to strike him with an overhead strike.

Not giving him time to breathe, Madam Web dashed to the hero and unleashed several strikes that Spider-Man blocked or dodged. Standing his ground and did not want to be on the defensive for too long. Spider-Man performed his attacks on Madam Web and was slowly pushing her back. His momentum was cut short when the blind spider caught his left fist and was about to use her free hand to punch him. Performing the same act as her by grabbing the upcoming strike, the two were deadlocked when Spider-Man decided to attack with a kick.

Following her student's attack, the two attacks connected, and the force caused the two to disengage. Both opponents, free from the deadlock, now eyed each other, arms raised and knees bent as they waited for who would attack first.

The silence is shared between them, and the only thing to fill said silence is filled by the sound of winds and the rustling of leaves. Madam Web smiled as her student didn't progress and relaxed, signaling Spider-Man to relax. "I'm glad to see that my absence didn't result in you not sticking to your training." Reaching inside her sleeve, the teacher turned off the radio transceiver making Jaune's spider-sense no longer go out of control.

"Hello to you too, Madam Web. Can I ask how was your little time away from Vale?"

"It was fine. Nothing really eventful, though I can't say that to you after what happened yesterday."

"Yeah, well, I have your thanks for helping me better grasp fighting."

"I'm happy to hear that, as I am now about to start teaching you special martial arts that complement well with your arachnid abilities."

"That's great to hear," Jaune was smiling behind his mask, then remembered what happened last night when talking to Ozpin. "But before that happens, I need to tell you something. It's about Ozpin; he wanted to talk to you."

Her reaction to that name was brief, only showing a grimace when hearing that old name.

"That man," Madam Web was expecting her past to be brought up, yet hearing it from someone made it feel like it happened yesterday. "Oh well, I might as well tell you, as this was going to happen one way or another. I just wished it happened when I was ready to tell you and not someone as intrusive like Ozpin."

"So does that mean...?"

"It sure does, Jaune." Using a nearby rock as a seat, Spider-Man used another stone to sit and listen to his teacher. "Get comfortable because I'm going to tell you a long tale about how a fortune teller like me used to be one of the greatest Huntresses known as the Grimm Reaper."


Hope you guys liked this long chapter and also the introduction of Jaune's new suit.

I had thought of using the PlayStation Spider-Man suit and stopped when I felt that I should try something else. I wanted to use the unlimited Spider-Man suit to follow the same concept as Ben Reilly and then thought of using both ideas. Thankfully, a suit similar to both costumes was available, and now Jaune is sporting a new suit.

As I said before in an earlier chapter, I wanted to finish the Sandman fight in chapter 58 only to cut it in half due to time constraints. Well, I hope the final finish was great to read, and I hope you guys will enjoy this chapter.

A lot of new things have been revealed in this chapter, such as Otto taking the reigns on Norman's secret projects and assisting the Big Man on other business ventures. Some might already know who this 'Big man' could be, and I do plan to reveal the character in the future, yet for now, I plan for that person to remain anonymous.

Speaking about characters, I'm sure you all know Ben Urich, so I also hope to let ya'll know that this Ben Urich is not the same as the comics version. He will just be a supporting character and also a gateway for another arch-enemy for Spider-Man that I will also make a mystery. Some of you might not like the idea of having too many characters in this story, but I just needed to expand the world-building. Now, I do not wish to add too many characters, just the characters that revolve around Spider-Man.

Anyway, besides the new characters, I added in this chapter, I wanted to involve the main characters in RWBY, so I could mesh their story into Spider-Man's. Which also includes Ozpin and his side of the story. His version is somewhat redacted, and the whole point of it is so I can show that different characters have different viewpoints. Like in the show, Ozpin hid the absolute truth only to have it revealed thanks to one of the relics. At the same time, Ozpin does not need to tell Spider-Man the whole truth either, as Spider-Man is also hiding secrets from him, such as his identity and knowing who Madam Web is.

Speaking about Madam Web, I plan to give her origin story about how she became a fortune teller and how she decided to hang her weapons as the Grimm Reaper. Only this time, it will show her to be in a different light compared to the show and how she became blind.

For the future of the RWBY main story, I want to use Volumes 4, 5, and 6 to cover the bases of Spider-Man because, in my opinion, I wouldn't say I liked those volumes as they felt like a waste.

Hope I was able to explain the point of this story. Don't forget to follow, fav, and leave a comment. If you guys are really curious, then PM, and I will answer to the best of my ability.


[Omake]

[Avengers Tryouts: Blake Belladonna]

Back at the same table with a new candidate, Deadpool, who was not an actual Avenger, read through Blake's file to see if she could be Avengers material or not. Blake sat quietly at the opposite table and stared at her interviewer, who was hiding behind a manilla folder. She was tempted to speak when she was startled at Deadpool slamming the folder hard on the oaken wood table.

"Sorry, it took so long. I just needed to read your bio so that I can restock on material."

"Material?" She asked in confusion. "You mean question?"

"Sure, let's go with that." Clearing his throat, Deadpool closed the folder and interlocked his fingers together. "So, after going through your records, I can say you reach the criteria of combat and stealth. However, after another reconsideration, I believe, as a member of the Avengers, you are not ready to be an Avenger."

"Why?" She wasn't really that into being an Avenger, so there was no reason to cause a fit. But she is curious as to why she is not eligible to join.

"Glad you ask," She didn't know why he sounded so happy. "To start with, the problem is you."

"Me?" Realization dawned on her, and she rose from her seat. "You're not letting me in because I'm a Faunus?"

"Ha! Ha! You wish," He waved a head at her baseless accusation. "Cat ear or no cat ears, I can tell you straight up the issue we have is YOU!"

Still not understanding, Deadpool sighed and started to explain. "To be perfectly honest, YOU just have a S!#t personality that will not be good for the Avengers."

"That can't be a reason. You can't just say I have a bad personality instantly fires me from being an Avenger."

"Oh, I beg to differ." D.P. raised one finger. "First thing, princess, is that for someone who ran away and tried to hide who she is. You have a horrible way of hiding your true identity when you didn't even change your last name. Do you know the internet works? Or better yet, those yellow pages have few people with the name 'Belladonna'? You just hide behind a F*#^ING bow! Do you see how stupid that is"

"I hide behind a bow because no one would accept a Faunus."

"Yeah, one out of the four kingdoms would probably not accept Faunus, and you're in a kingdom with the most liberal freedom when it comes to Faunus." The merc with the mouse then put both hands near his head. "It doesn't even apply to you compared to the rest of the Faunus because of your royalty! Your father is literally a king! You were raised with a better upbringing than most! Do you not know you are a walking contradiction?"

"You don't know what I been through!" She seethed. "I wear this bow because I can't face what I did, and you can't comap-"

She didn't say anything else when Deadpool removed his mask and showed her his cancer-riddled face. That shut her up, and by the time Deadpool put back his mask was the same time Blake chose to take her bow off and showed her cat ears.

"Where was I? Oh yeah! The second reason is that you are super privileged. And the Avengers do not use their heroics as a platform, and I feel like you would use it, and then we would have a huge backlash on social media. I also feel like you would be the type who has several different social media accounts and would always start something and always forget why you posted something."

"Is this going somewhere? Like, are you just making me sit here and wait until you are done talking down to me?"

"Yeah, pretty much." He said with zero shame. "To be honest, I'm not that surprised. I mean, out of all the Omakes this story has, I'm positive this is the longest one. Either the author really hates you, or maybe cause the author just wants to fill this chapter with more words rather than the main story. Either way, I expect some reviewers not liking their main wifu being treated like this, while a large part of the fanbase will laugh their butts off this."

Blake just sighed. "Fine, just let it out of your system."

"Terrific!" He smiled underneath the mask. "I only have a few left, but since you are still here, I at least need to say that if we wanted a person to fill the quota of fan service, we would have had Kali Belladonna here rather than you."

"What? Why!"

"You need a reason? Well, I got 1,084 reasons and counting if Rule 34 has anything to say about it." D.P. then made an odd gesture as he faced away from Blake and looked somewhere else. "Shout out to my Kali fans! I would also make a shout-out to certain artists, but I don't want this story to be blocked." Blake raised an eyebrow at D.P.'s odd behavior before he faced her again.

"And speaking about that, I just can't get rid of the injustice as to how such a fine woman like Kali, a woman who is the best girl, by the way, gave birth to you," Deadpool waved a finger at Blake. "Who's very concept is just a female with cat ears is able to cause such a rift in the fandom. Your personality was cool in the earlier volumes, but I have no idea how R.T. later ruined it. Truthfully, I was betting on you being an orphan, but having a cool dad and a hot mom is ok too."

"Can we just back up and explain about my mom?"

"You don't deserve love." Deadpool kept roosting with no signs of stopping. "Like, at all, parental love and love from another person. Especially if it results in ruining the character, like Adam was already an A-hole, but he was still a bad guy we wanted to see do something villainous and not turn into the generic spitful boyfriend. I can only pray that any other person, Blacksun or Bumblebee, will have enough sense to not fall for you or, hope to God, R.T. finally drops the whole romance thing and just focuses on actually making a story."

"Look, at this point, I can already see where this is going. So can I just leave?" Blake was numb at this point with how much flak she was getting.

"Well," The regenerator made a thinking pose. "I already did make a Naruto reference when Yang came. Uh," A click of the tongue, and then Deadpool had an idea. "A.H.! I got it! If we wanted a whiny, privileged, and the personification of nepotism. We could have done the Boruto X Avengers crossover. But we didn't because if we added such a character, we would have someone who somehow gets a harem and is also an open furry. And we don't need such a character," Deadpool then pointed a single finger at Blake. "Because you are already filling for such a character. So, in short, you are the weakest link. Goodbye!"

He made sure to wave and speak in a cherry voice as Blake walked out of the room without looking back.

When the doors closed, Deadpool released a huge relief sign as the cat Faunus left the room. "Oh boy! Best sure to sleep with one eye open. Pretty sure I just pissed off a lot of fans. Better expect retaliation via Reddit or Twitter. I'm sorry for the writer, too; I bet they'll have to deal with some people review bomb this chapter." He shrugged his shoulders. "Meh, they wrote this, and I just spit the words out."

A knock came from the door, and soon the last member of RWBY came into the room.

"Hello," Weiss peaked inside, and when she saw Deadpool, she closed the door and then opened it, but this time she entered with a confident gait. "Good Afternoon, Sir. My name is Weiss Schnee, and I am here for the interview in hopes of joining the Avengers."

"Not even a minute in and already sticking your nose into something brown. "I can respect that in a bootlicker."

"What?" Weiss wasn't sure what Deadpool meant.

"I mean! Welcome, Ms. Weiss! Let's see if you really are Avengers material."