Disclaimer this takes place after Ultimate Marvel vs RWBY part 1 to 2.
Chapter 1
Spider-Man wakes up and finds himself in the sewer.
He is also wearing his steel suit that he has not worn in a while.
"What am I doing in the sewer? And why am I wearing this suit?" Spidey asks himself.
He super jumps out of the sewer and through a sewer lid and starts swinging around New York.
However, while he is swinging around, he realizes something is not right.
He realizes the buildings are made differently, with the material being different.
He sees Stark Industries is no longer there.
He is very confused and sees a broadcasting TV talk about Schnee Industries.
The news also talks about Grimm attacks have been lowered thanks to Huntsmen.
"Schnee Industry? Where have I heard that name, like Wiess Schnee? The Grimm? WHAT IS GOING ON!?"
"This is so Strange. STRANGE! He can help."
Spider-Man swings over and finds the Sanctum Sanctorum, Dr Strange's home.
The place is guarded by a force field so he has to say a magic spell.
"VANTOM VIAS!" Spider-Man walks forward and is aloud to enter.
"YES! First try!"
He walks in and yells "Strange! You here?"
But then The Sorcerer Supreme appears wherein his black and red suit, along with his red cloak.
"Spider-Man, it's good to see you have not changed, aside from your suit."
"Strange, what is going on!? New York seems different!"
"The people have also changed Spider-Man, Wong is no longer a sorcerer here, but a teacher at a school and calls himself, a huntsmen."
"This is very odd, wait if I am still the same, and your still the same, maybe other heroes are as well."
"That's a good idea."
Strange closes his eyes and the Eye of Agamato opens up, as he finds the Marvel heroes who have not changed.
He opens his eyes and says "I have found three others who are still normal. I will portal them here."
Strange makes a circle motion and three fire portals open up with Deadpool (Ultimate Outfit), Iron-Man (70s armor) and Captain America falling through.
"Hey Strange, how you doing? Spider-Man good to see you again, cool armor." Deadpool says
"Thanks Wade. Tony?"
He looks over and Tony Stark is wearing the 70s armor.
"I don't know why, but this is the armor I woke up in."
They finally look over and see Cap. However, he is not quite the same.
They see his exposed metal arm and Spider-Man realizes that this is the Winter Soldier.
"What the- the Winter Soldier?"
"I'm not that any more, Spider-Man."
"Oh yeah? Last we met, you were trying to blow up the helicarrier."
"This Bucky Barnes is not from our world Spider-Man, so he is not the man you know." Strange explains.
"Ohhhh." Spider-Man says.
"So this is very weird. New York is completely different." Deadpool says.
"My company is not here either." Iron-Man adds in.
"So we need to figure out what's happening. Any ideas?" Cap asks.
"We could explore around and see what we know." Spidey says.
"Good idea. Let's move."
The heroes exit Strange's lair and try to figure out what happened to New York.
Meanwhile, Team RWBY is also wondering what's going on.
They find themselves at Qrow's school and he has his own team made.
Qrow, Coco Adel, Sun, and Neptune.
They wonder around the city trying to figure out what happened.
Suddenly they see Raven spying on them and chase her.
Little do they know in a base elsewhere The Leader puts on some gloves and vr goggles and powers on The Destoryer!