The team head into Salem's lair to find the Staff.

They wander around a bit then they meet the man himself ARTHUR WATTS!

"HMMHMHMH, welcome, you must be Team RWBY and the Uncanny Avengers." Watts says

"Who are you?" Wiess asks

"My name is Arthur Watts, your friend Iron-Wood would know me. I was disgraced from the labs of Vale and stole my work!"

"But now, I think you should meet my friends!" Watts says.

Suddenly the RWBY villains start attacking the Marvel heroes and Knull fights Team RWBY.

Over with Cap he is fighting Mercury Black and Tyrain.

Mercury jumps around doing kicks a shotgun blasts at Cap, with him blocking the shots.

Tyrain uses his tail to try and stab Bucky's neck however, he grabs him with his metal arm and spins him around and throws him at Mercury.

They get back up fighting Bucky and go for overwhelming him to defeat him.

However he stays strong and uses his shield to block and land attacks throwing his shield at Mercury and lands a powerful punch on Tyrain with his metal arm.

Knocking them both out.

Over with Iron-Man he is having a hard time fighting Hazel.

Hazel is throwing him all over the place absolutely trashing him.

Iron-Man trys to blast him but his drunken state he can't aim.

Hazel then throws him through a wall knocking his helmet off and his whisky next to it.

Tony drags himself over to the helmet but grabs the whisky instead.

He is about to drink it, but then he sees his reflection in the mirror then his Dad beside him.

"Is this who you are, Tony? A drinker or are you something more?" His Dad says as he dissapears.

"I !" He breaks the bottle with his hand.

"AM!" Puts on his helmet

"IRON-MAN!" He says blasting Hazel away with his chest beam.

Iron-Man regains his strength and starts really fighting Hazel, punching him away and charges up his chest beam blasting him away knocking him out.

Meanwhile Strange is fighting Neo.

Strange sees Neo as she creates clones of herself ans uses them to attack him.

Strange creates a magic whip and uses it the destroy many of the clones.

However she creates chains locking him in place.

His cloak then detaches it's self and wraps itself around her head causing her chains to vanish.

Strange says some magic words and charges at Neo knocking her through a glass like portal.

They go through the portal and are still in the lair, however Strange starts laughing.

"Things are about to get a little out of hand." He says making a hole in the ground and jumping through leaving Neo confused

Suddenly the lair morphs and shifts into New York City, just as a taxi passes Neo.

Neo looks around confused but then sees him stomping around.

It is a giant green lizard with dorsal fins, he blows atomic breath, that's right.

It's GODZILLA! KING OF THE MONSTERS!

Godzilla finds Neo and charges at her roaring.

She tries her best to escape however Godzilla grabs her and chucks her like 10 miles with her crashing into the Strange's lair.

She tumbles on the ground eventually looking up and sees Strange sipping on some tea.

"Ah, have a seat." Strange says just as a chair appears behind her.

She gets up however leather straps leather straps appears and tie her up to the chair.

"So your name is...Neapolitan." Strange says as he reads her mind.

"Right now you are in the mirror world, and I have full control of how it looks. I also believe you are not actually evil, however you may not belive me, so we are going in your mind."

"And I am talking to someone who can't respond."

Strange quickly grabs her forehead causing the two to go inside her her mind.

They find themselves in one of Neo's memories when she was 10.

Strange and Adult Neo both have ghostly look to them and watch as her past plays out before her.

They see 10 year old Neo who has two personality, one is the gentle one and the other is the trouble making one.

Strange sees her past and how her parent's did not like how Neo was mute, her second personality causing trouble and she gets locked in her room, but she creates a blow torch to burn down the door however burns down the house instead.

She was sent to boarding school, met Roman, Roman died, and so on.

Strange takes in a lot of it and explains to Neo.

"Listen, you had a troubled past, I understand that, but you are not evil, you can be more."

"Look I was a doctor, and my first patient was my sister." He says showing his memories.

"We put he on sleeping gas to do a surgery, however she never woke up."

"I made myself cold and hard, just doing Doctor work just for money not for helping others, eventually I lost my hands." Shows car wreck.

I tried everyone but none could help, eventually Wong came in, and told me I could use my hands."

"After lots of training I could uses magic and my hands, I found who I was. And if I can find myself so can you." Strange explains

Neo starts crying and hugs Strange with him hugging her back, knowing what she went through.

Strange and Neo exit both the mind and mirror world and head back to reality.

With Neo changed to the good side.

Next time, Deadpool is having a intense battle with Adam and Spider-Man is having trouble fighting Cinder.

Of course Knull is two strong for Team RWBY.

Will the heroes survive find out next chapter! Thank you for reading this chapter, if you have any criticisms or feedback please write a review.

Thank you much!