If you have not already check out Marvel vs RWBY part 1 and 2

Another note I have not seen RWBY and everything in Reminat takes place sometime in vol 8 so if I mess up any continually just let me know in review.

In A.I.M base.

MODOK is seen talking to a figure with a white cloak and hood.

"So just do as you say?" MODOK asks

"YES THEN WE WILL TALK DETAILS." The figure says

He walks through a portal just as a trio breaks through the roof.

Captain America (Bucky Barns), Spider-Man Zero (Richer Parker), and Iron-Man Zero (Simon Stark).

Cap throws his shield at MODOK, Spider-Man webs up some A.I.M guards, and Iron-Man blasts MODOK with his repulser beams.

MODOK is knocked to the ground, however he starts laughing manically.

"That's never a good sign when they laugh." Spider-man says

Suddenly a red and purple portal opens around Bucky's feet and sucks him through.

He goes through the portal just falling and falling.

Until he passes out.

He slams onto a stone wall breaking it but with Bucky waking up with a sore back.

He gets up and looks around wondering where he is.

Just then three other portals open up.

One spits out Spider-Man (Quinton Flynn) and Deadpool (Jhon Kassir) Ultimate Alliance variants.

Another spits Dr Strange (Paul Nakauchi) animated variant.

And finally a 70s cel shaded Iron-Man wherein the classic armor, holding a bottle of whiskey.

"WHAT THE!?" Bucky asks.

"Are we in Heaven or Hell?" Deadpool asks.

"Considering your here we are in hell." Spider-Man states.

"WHAT THE CRAP JUST HAPPEND?" Iron-Man asks stumbling a bit drunk.

Cap looks over to see Dr Strange and heads over to him.

"Strange what is happening?"

"Better question, what is wrong with Iron-Man's artsyle? He looks like he came out of a comic book from the 70s." Deadpool says

"What do you mean? I look- WOW. I am not drunks enough for this." He says taking a huge drink from his whisky.

"I'm not sure. It seems some of us are variants of those we know." Dr Strange says.

Suddenly they hear a huge thump and another.

They look over and see a huge Grimm!

It is a giant beowolf, with feather wings and a scorpion tail.

"What the hell is that!?" Cap asks

"I could ask the same for your arm but we got to stop that thing!" Spider-Man says noticing the people running and screaming.

"Right, I got an idea, Strange and Spider-Man you two, do what you can to slow it down."

"Deadpool shoot it with your guns and Iron-Man charge up your most powerful chest beam. I will help hold it off." Bucky says.

The heroes charge at the giant grimm and throw everything they have at it.

Spider-Man swings around punching it, Deadpool slices at it while shooting it with his guns, Dr Strange uses the cloak of levatation to fly around it and creates a magic whip to direct it's attaction to him.

Strange rises his hand and yells "Disc of Destruction!"

He creates a magic saw blade and throws it at the grimm hitting it in the eye as it screams.

Cap throws his shield and hits it in the eye as well.

He jumps off a building to grab his shield however, he grabs the shield but the grimm swallows him whole.

Everyone stares shocked until it opens it's mouth out of pain and Cap is holding onto it's tooth with his metal arm and slashing at it's gums with his shield.

Team RWBY rush to the place to stop the grimm but sees the marvel heroes fighting it, with Ruby feeling like time stopped when she saw Spider-Man.

"Is that? Spider-Man? He looks different but I recognize the way he fights and it could be Richer." Ruby thinks to herself.

They pause to see what happens

Cap jumps out of the grimm's mouth and yells "DO IT NOW!"

Iron-Man releases his stored up energy and fire his full power chest beam at the grimm's head, blasting it right off.

He falls to one knee after releasing so much energy.

The villagers cheer for they have been saved, but what madders is when Cap sees Team RWBY.

"Captain America?" Yang asks cheerfully

"Yang!" Cap replies

"Wait you know them?!" Spider-Man asks

"Yes, they came to New York one time and helped me stop a threat." Cap says

"HOLD UP!" Deadpool says

Quickly he looks at Wiess's eye"hmmm.", then Yang's robot arm"Hmmmm.", then tugs on Blake's cat ear's "HHHMMMMmm.", then looks at Ruby's small breasts "HHHHHMMMMMM!"

Then Yang hits Deadpool on the head with her robot arm yelling "How dare you look at my sister that way!?"

"I love the colors, red and black make any girl hot and sexy." Deadpool says dazzed

He gets a kick to the head by Ruby with her yelling "I'm 17!"

Deadpool gets back up telling Spider-Man "Look at them, notice their eyes, the clothes, the weird things on them?"

Spider-Man nods slightly not knowing what he is talking about.

"They look like they are from a Japaneses Anime, but the art style is nothing like I seen." Deadpool remarks

"Everyone meet, Ruby Rose, Wisse Schnee, Blake Beldonna, and Yang Xio Long." Cap says

"A pleasure to meet you ladies." Dr Strange says very gently

Meanwhile Iron-Man is walking around very much drunk and falls to the ground with a loud thud.

"Is that Iron-Man?" Wiess asks

"IAM IRon man!..." He says holding up the whisky but then dropping it.

"So why are you all here?" Blake asks

"I have no clue any of you?" Dr Strange asks

The heroes shrug

"We are not sure what to do or where we are." Cap says

"Oh Ozpin can help." Ruby says exited

"Kingpin?" Spider-Man asks

"No, Ozpin our teacher he might know whats going on." Ruby explains

"Come."

"Hey guys, they are girls with weapons, cool designs and sertint eyes, that fight monsters, while going to a school, they are from an ANIME." Deadpool points out

"Shut up Deadpool!" Iron-man yells while flying very poorly

The team head out to Vale to get find out what is going on.

MARVEL VS RWBY PART 3!

Meanwhile the Hooded Figure is watching them from a rooftop.

With green electricity flowing through him.