Things were…well, they could be worse.

Sure it was awkward for a little bit with Ruby, knowing one of Peter's biggest secrets, and trying but failing not to seem overly curious about everything, especially about exactly what he was. Ozpin had cooked up some story about how there was a science experiment that turned into an accident with a spider, leading Peter to develop spider powers. But at the same time, they didn't know what that made him, since he has more animal-like abilities than a Faunus, but still wasn't one. Peter had told him he was what's known as a meta-human in his world, but the old man wasn't sure if that's what he should refer him to with Ruby, so he just told her that Peter's an individual with incredible abilities.

They also told Ruby that he had been working as a masked vigilante in his hometown for the past two years, but hiding his powers until he went to Vale, to hone his abilities without the worry of causing suspicion in his village.

In the meantime, their friends who were all worried about Peter, but thankful that Ms. Goodwitch was coincidentally in the area when Peter was injured during the bout between Spider-Man and the White Fang.

After Weiss's scolding, he assured her he'd be more careful, but as his camera had broken, he had no way of getting pictures for the time, much to the team's disappointment.

The entire whole ordeal was really embarrassing for him though. Not to mention demoralizing. He had faced down more dangerous situations before without almost dying. At least to the degree of last week. He never had a defeat that bad before…

This led Peter to a sobering conclusion. He was losing his skill. He wondered if the fact that Vale was arguably safer than the constant supervillains he fought on a regular basis back home had caused him to lose some of his edge while getting cocky by believing crime fighting in Vale was easy. The White Fang were dangerous for sure, even more so than most of the thugs he always fought in New York, but nowhere near the level as the superpowered baddies that seemed to pop up every week, or so he originally thought. Now when someone just as bad as one of his former rouges reared his redhead, Peter made a mistake that nearly killed him.

He kept thinking of how he could've avoided that nearly lethal slash from Neo. She'd barely cut him, but with the venom on it, that was all she needed.

They apparently gathered that he had some kind of ability to sense danger super fast, and played right into that when they were overwhelming him, so when he dodged a strike, he went right into Neo's blade.

Now because they improved while he got worse, they were almost able to kill him.

Maybe it was also because he cleaned them out so good that better operatives naturally came forward by driving them into desperation. Vision said something like that in the past when he explained how more superpowered people and dangerous threats were showing up ever since, well, pretty much Captain America in World War II.

It still didn't help his mood with the warehouse disaster. He definitely wouldn't survive a misstep like that back home. Peter had enough painful memories of the Green Goblin to know it was something he couldn't afford in New York. Honestly, he shouldn't have survived this one, he just got lucky with the police arriving when they did. Thankfully, Roman thought the venom and bomb would be enough to kill him, so he didn't make sure it actually did. Guess Peter wasn't the only one who made rookie mistakes that night.

Jaune wasn't doing much better.

Apparently, he and Cardin became great friends, with Jaune willing to be his personal manservant.

Peter was sure that Cardin didn't have any sort of blackmail against the poor boy that would make him do whatever that meathead wanted.

Jaune on the other hand, while worrying about himself and how he was gonna deal with Cardin was also concerned for Peter.

He wasn't his usual somewhat cocky self ever since he got caught up in the crossfire between Spider-Man and the White Fang, who they might have killed.

From what he heard, when they first found Peter, he was in real bad shape, but he seemed to be doing fine now. Whatever was wrong with him now had to be emotional or mental aftermath.

Not like he'd check up on him though. Jaune kind of wanted to avoid Peter for the moment.

He was right about how the arachnid teen was dealing with the aftermath. Peter couldn't help but keep feeling like this shouldn't have happened. On the bright side, Ruby's natural curiosity helped to take his mind off of those thoughts. Like now, as they're having a conversation after school let out.

"So do you consider yourself to be a Faunus?"

"Uh… You know, I have no idea." Peter replied.

"But you do have Spider DNA."

He had given Ruby a basic rundown of his origin story, telling her about the spider bite and what it did to his genes.

"Yeah, but I don't have eight legs, those stingy fangs, or even spinnerets. That's why I made the web shooters."

"You didn't tell me about that! You made synthetic spider silk?!" Ruby exclaims with yet another adorable outburst.

Peter was thankful for the chance to take the awkward edge off with their affinity for science.

"Well, how it works is I used a chemical compound of my own design, which reacts to the air by turning into a solid from a liquid, then I added a dissolving agent so that the webbing never lasts longer than an hour, then it just evaporates."

"If you're willing to share the formula for it, I can help you integrate dust into it!" Ruby offers.

Peter ended up getting his wish to have Ruby's input on how to add dust to his web shooters, with her insisting that they go to the workshop for an upgrade. Ruby however had one thing on her mind that refused to leave, even as they worked.

"PeterthinksI'mcutePeterthinksI'mcute."

She admitted to herself that she had a small crush on Spider-Man, and maybe possibly even her nerdy friend. Now that she found out they were the same person, she would be lying if she said she didn't have at least some feelings for Peter. She always thought he was cute, especially with his dorky geekiness. Not to mention he was ripped and had scars that gave him a great rugged look.

She did find the amount and the severity of them to still be a bit disturbing, but she learned that he had actually been fighting crime as a vigilante for around a year, not only a few months so it was understandable.

All this, combined with the questionable source that is Yang, who claimed that Peter had some kind of lovesick look to him whenever he looked at her, caused her to wonder how it would be if they were a couple…

Come on, Peter probably didn't even think of her like that, right? Though she started to think Yang might be right since she did notice Peter often glancing her way with a look on his face she didn't see before…

Did he really have feelings for her?

The realization hit her right then and there. Peter really is stealing glances at her, and is always wanting to spend time with her, and even called her cute when he was Spider-Man… was that him flirting without being awkward because of the mask?

Oh Oum he really did have feelings for her. She couldn't help but think why though. Honestly, Peter was pretty attractive, and despite what being a science geek might make one think, he was also really adventurous. And really, his physique alone would be enough to get any girl he wanted, as long as his nerdiness and constant joking didn't put them off. What was so special about her?

Not that she's complaining. She couldn't help but turn red at the knowledge of how likely it was that Peter had a crush on her.

As if to confirm, she looks out the corner of her eye and notices Peter looking at her again, with a clearly blushing face.

The more she thought about it, the clearer it was. How did she not notice sooner?! He was so bad at hiding his glances! He always tried to make her laugh, he always had a wacky reason for why he was red a lot of times, she should have seen all the signs like her sister did! How was he as stealthy as he was as Spider-Man?

Deciding to be coy she innocently asks with a smile, "Everything ok Peter? You seem a bit red."

Like a burglar caught in the act, he panics and blushes harder. "Uh, y-yeah, I'm fine, just feeling kinda hot!" To hide his face, he grabs a water bottle and chugs it, hoping he didn't look like a creep to Ruby. "J-just needed some water, feeling better now!"

"You ain't slick." She thought, finding the ordeal really cute.

Peter on the other hand thinks the crisis was averted. He didn't want to jeopardize his relationship with Ruby by driving her away in case she thought he was weird or something. He always liked spending time with her, especially since it made him not have to think about how stupid his costly mistake was. It helped that they were almost finished working on the new dust enhanced web shooters, so he'd have a new edge on the baddies.

Hopefully it would be enough to make up for his currently lacking skill…

Ruby however wanted to continue to see Peter's cute reactions to her teasing.

Getting a mischievous look to her face, Ruby asks, "Also I'm curious. You're technically part spider, right?"

Peter wasn't sure where she was going with this. "Yeahhh?"

"So you've ever gotten the urge to eat a bug?"

Peter almost lets out a gasp at that. "N-no! That's nasty!" He exclaims with a red face that was very obvious to Ruby, who thought it was adorable.

"He's way too easy to tease!"

Peter recalled in his mind how when he first got his powers, he instinctively caught a fly buzzing around him, and felt like he should eat it. He would have too if he didn't snap out of his trance in time.

"The way you said that makes me wonder.~" She continues teasing.

"W-well I'm not saying it ever happened! B-but if it did, I wasn't entirely in control of myself!"

"If you say so~"

Desperately wanting to change the subject before it got worse Peter asks, "By the way, you notice that Jaune's been… more down than usual?"

Ruby remembered how their friend seemed to be in a progressively worse mood each day whenever they saw him.

"Yeah, I saw that too, it's probably Cardin messing with him again."

"Well he basically made the kid his own maid somehow. If I had to guess, he probably got some kind of dirt on him and is using that to his advantage."

"What could it be that Jaune would allow himself to get enslaved like that?"

"I tried asking him, but he got real defensive about it and wouldn't tell me anything."

"You think we should do something?"

"… Maybe, but whatever we do, we'd have to be real careful about it. Something tells me his pride had taken some real bad hits recently, and I don't think it's just Cardin giving him a hard time."

"Well, the web shooters are done now." Ruby states. "All they need is dust."

Peter gets really excited. "Aw thanks! It's a real serious upgrade!"

Ruby again finds his expression cute, but then gets a concerning thought to her head.

"You're not planning on going out as Spider-Man again are you?"

"…"

"Peter!"

"I can't just sit around while Roman's going around robbing the city blind!"

"We don't even know if your web shooters work yet, you don't have a suit right now, and Ms. Goodwitch already told you you're not allowed to!"

"I have a responsibility here!"

"You have one to your health as well!"

Peter didn't want to start arguing with Ruby, especially when he knew she was only concerned for him.

"I know how you feel Peter, you feel like it's your responsibility to take out Roman away so people don't get hurt. But you need to make sure you're in a state where you actually can."

Ruby sees his face, like he's considering what she said.

Unfortunately, Peter was as stubborn as a mule when it came to his refusal to back down.

Ruby sighs and continues, "I don't wanna tell you what to do Peter, but the last time you fought Roman, he almost killed you. You should at least make sure you're in better shape to face him again before you try. As your leader, I'm asking you to wait. Please."

She did have a point. He simply had lost his edge, and gotten cocky, which was enough for Roman and company to beat and nearly burn him to a crisp. The expression she had almost made him decide to take her advice and wait a little more.

He just couldn't look the other way again.

"I'll be careful tonight. I won't be gone too long."

Ruby, with a face full of concern, watches as Peter leaves the lab to try and go out again.

This was it. Time to show this new world that Spider-Man was alive and well, that no setback would be enough to keep down the Webslinger forever. Getting ready to swing off the edge of the academy, he was-

"Going somewhere?"

Peter looks over his shoulder to see that Glynda was expecting him, with a stern expression and arms crossed.

"You hardly look ready to re-engage criminals again Peter."

To be fair he really didn't look like his usual self.

Since the suit Glynda was getting for him wasn't ready yet, he had to improvise, so he got a blue hoodie, cut the sleeves off, and spray painted a giant spider on the top left side. Underneath it all was a red spandex suit with a paper bag that had eye-holes cut out in the shape of the lenses that were on his old suit. And was that his mask drawn on with crayon?

"I'm not about to just sit back while I'm still here, and definitely not dead like Roman and the White Fang probably think."

"You know I'm not gonna let you do that."

"... Please. I need to do this. I have a responsibility."

"And I have a responsibility to you Peter." Glynda says strictly.

Peter knows he can't win here. It'd be like trying to defy Aunt May.

She lets out a sigh, wanting to ask Peter about her adopting him, but deciding once again to put it off. "Go back to campus Peter. For the final time, you're not going back out yet. Please, just wait until you actually have something that won't result in a repeat of last time."

Peter was trying to think of how he could try and still get away, but quickly shot that down when he remembered who he was talking to. Glynda could easily just trap him with her semblance before he'd be able to do anything. So knowing he's defeated, Peter just huffs out, "You're the boss."

Back at the dorm, Ruby's still really worried about Peter.

She knew him well enough that he wasn't gonna rest until he was forced to. The question was, why did he feel like he had to risk his life in crime-fighting, at least more than it normally would. Hopefully she'd find out and maybe get him to tone down on that.

Yang was able to see the worried look on her sister's face. "Hey Rubes, you doing alright?"

Sighing in response Ruby replies, "I'm just… worried about Peter… it seemed like he was gonna try to go out again for Spider-Man photos tonight."

"Well sis, I think if Peter's gonna be going out again, he'll be alright, I mean, he's gotta have recovered by now, he's real capable warrior, and like we saw, pretty muscular.~"

"He also has a crush on me." Ruby states suddenly.

"Yeah, we know." Weiss deadpans.

"What?! Since when?!"

Yang smirks at her. "Ruby, he looks at you like he's one of those rom com movies where the guy falls in love in a cheesy 'first sight' kind of way. He always blushes whenever he makes you laugh, when you compliment him, or when you smile his way. We were all wondering when you'd realize."

"Even someone as dense as you should have realized sooner." Weiss adds.

Ruby gets a little pink as she responds. "I like him too."

"That was obvious." Blake states, just walking in.

Weiss sighs out, "I was really hoping you wouldn't. Or realize you could do better. A lot better."

"Thanks, I think? But Peter's really cute and is the only one who likes weapons and mechanical engineering as much as me!"

Trying to get her to think about someone else, Weiss continues, "There's other cute boys, like, uh… Jaune?"

Ruby nearly coughs out a gasp. "No! He's nice and all, but he's super awkward and you know he's already into you! Besides, he's not nearly as cute as Peter!" Ruby then reminisces on how easy it really is to tease him, and how she couldn't get enough of his adorable reactions to it.

"You don't even seem too convinced of the idea yourself." Yang countered to Weiss. "What do you even have against Peter?"

"She doesn't like that Peter can easily more than match her wit." Blake lets out.

Defending herself, Weiss responds, "I just find him too uncouth and unprofessional for our leader."

"Oh come, don't act like you weren't staring at his eight-pack too when he was shirtless." Yang continues at her. "Maybe you're just saying all that to have him for yourself! Can't say I blame you though, I mean if he wasn't already crushing super hard on Ruby~"

Both Weiss and Ruby get red as Ruby gives out a bit of a glare at her sister.

"Like you said, he's crushing on me. But why does he feel like he's gotta go out so soon after his injuries?!"

"Uh, it's kind of his job." Blake states. "And he seems to have recovered from it, at least physically."

"He should still wait though!" Ruby keeps on. "You guys didn't see him before Ms. Goodwitch got there. He was burned, bloody, and just really badly hurt! And then he just goes and tries to waltz back out like it's nothing! Why does he do that, what's he got to prove, or who's he trying to impress?!"

"Maybe you?" Yang states. "But look Ruby, it's up to him whether to go or not, and I don't it's so much him trying to impress you, as it is that he probably sees it as like a duty he has. Peter has his faults for sure, but he isn't one to shirk away from what he feels he should do."

Sighing, Ruby says, "I just wish I could try and talk him out of going out."

"You do know he's actually still at the school right?" Blake informs. "He's in the library. I saw him there just now."

They all look over to Blake as she continues.

"He doesn't look too happy though. I'm guessing that his guardian, who's probably Goodwitch, since she was miraculously in the area Peter got hurt, found out he was gonna try and sneak out, and put a stop to it."

Ruby then immediately says, "I'm gonna be back in a while, don't wait up!" And leaves.

…

"She has to know how obvious it is that she has feelings for him, right?"

"I doubt both her and Peter are aware, that kid is the one of the most dense boys I've ever seen." Yang replies as she gets a sinister grin to her face. "Maybe if we wait a few minutes we could see what happens between the two…"

"Don't you dare!" Weiss shouts out from her bed. "Their relationship is not our personal soap opera! She should still try and find someone a lot better than that risk-taking circus clown. And there no way Ms. Goodwitch is his guardian! She wouldn't raise someone to be that snarky!"

Once Ruby makes her way to the Library, she finds a depressed looking Peter sitting on the floor in a secluded corner, studying up on dust mechanics, but not seeming to be into it. Like he was just trying to get his mind off something.

"Heard you were here."

Peter looks over to Ruby and replies, "Saw Blake but she didn't seem to notice."

"She probably thought you just wanted to be left alone. Which is fine if you do…"

Peter closes the book he was reading before answering. "Nah, I guess I could use something to take my mind off… recent events."

Ruby then takes a seat next to the teen. "So Ms. Goodwitch found out about you trying to go out again and wouldn't let you?"

"Yeah. No use in trying to fight her on it, she'd probably call in the coffee sipping old fart for back up."

Ruby lightly laughs at his joke, but has a serious topic on her mind. "You know, there's nothing wrong in waiting a bit before going out as Spidey again, especially when you don't really seem like your usual snarky self."

"Hey, I'm still plenty snarky! I've just had a lot on my mind lately! Like trying to figure out how I'm gonna put carrot top and his band of merry thieves away."

"Are you sure you're ready for that now, though?"

"Come on, I've faced guys just as bad and even worse during my time as the village vigilante!"

"Exactly! Yet Roman still managed to beat you! And it's clear that the whole thing really got to you, it's messing with your head! You're gonna need some time before you're gonna be able to take him on again!"

"The city can't wait that long! Roman probably thinks I'm dead, so it's gonna be open season for him and the White Fang! I can't just sit back and watch it!"

"Well what do you plan to do if you went out? He could kill you this time, then you'd really be out of action!"

"I'm not just gonna be a bystander again!"

Taken aback by his shout, Ruby asks concerned, "W-what do you mean again?"

*sigh* He just opened a can of worms didn't he?

Maybe if she knew, she'd understand why he couldn't stand back.

Guess he's really gonna do this.

"Remember how I told you I got my powers?"

Ruby nods. "You said a genetically engineered spider bit you and overwrote your DNA."

"Yeah, well… When I first got them I was a complete ass who didn't appreciate them, which caused some people to get hurt."

Ruby was a bit surprised at that, because it seemed so out of character for Peter. This whole conversation even started because of his unwillingness to take a break from helping people. And Aunt and Uncle? She knew his parents died, but assumed Glynda took him in right after.

"What do you mean? You weren't careful with your powers and accidentally injured someone?"

Looking down Peter responds, "Not exactly. There was a guy I was working for, who stiffed me out of some money, by like a lot, but there was nothing I could really do. So I was just gonna walk outta there with a sour mood. Only for him to get mugged for all he had on him. The burglar was running down a hall, right behind where I was waiting for the elevator to open."

Assuming she knew what happened next, knowing how much of a hero Peter is, Ruby says smiling, "And you stopped him, making him your first baddie." She looks at his face then thinks that may not be the case. "Right?"

"Guess I didn't think this through too well." Peter thought, as this next part was gonna be much harder to tell.

Shaking his head, Peter informs, "The guy who got mugged was screaming at me to get him, but I looked him in the eye… and slid out of the way, letting the mugger in, thinking I was dealing out some poetic justice or something."

Ruby nearly let out a gasp at that. He couldn't have been serious. This had to be another one of her friend's weird jokes. There's no way he'd let a criminal who just robbed a guy get away, when he was literally right in front of him, even if the victim was a jerk. That wasn't the Peter she knew and grew feelings for. This wasn't the Spider-Man who she'd admired. He was a hero who always helped people, even the jerks.

He didn't look like he was lying though.

"After the guy shot me a dirty look and cussed me out, I just got out to where my Uncle was gonna pick me up. We had an argument right before he dropped me off… I got in a fight with my bully, and admittedly took it too far, but I thought I was justified. So I was thinking my Uncle Ben and I would make up when he picked me up. Only that never came."

Ruby didn't like the way he said that.

"When I got there I saw a bunch of sirens and an ambulance, but didn't think too much of it at first. Until I heard something about an older middle-aged man getting shot. I feared the worst…" Peter's voice started cracking a bit when he got to this next part. "When I got there, my fears were confirmed. M-my Uncle was lying there, b-bleeding out. The paramedics were doing what they could, but it was clear he wasn't… he wasn't gonna make it."

Ruby wasn't expecting that. She had lost her mother, so she could relate a bit, but at least she didn't have to watch her die.

"Despite all the crap I gave him, about not being my Father, not needing to pry into my life or concern himself with me being 'responsible', he didn't look angry or anything, just happy I was there. T-the last thing he did was smile through the pain and comfort me before he died. All he ever did was try to be a good man, husband, Father, and that's what happened. Then I heard on the police radio that they cornered the guy at an old factory by the docks. So I decided I was gonna personally confront the one who murdered my Uncle."

It looked like this really was gonna be the story about how Peter got his first bad guy after all. But not the way Ruby thought it would go down. She'd seen Peter's strength and abilities when he was in control. What would an emotionally charged, grieving Peter do?

"I found him, but when I got him into the light, I realized I recognized him."

"W-who was he?" Ruby asked, having a feeling she knew the answer, but prayed she was wrong.

"The guy I let get away. I think that was the worst part of it. Me realizing that I caused my Uncle's death… I never had a lot of memories of my parents, they died when I was four, so I was raised by my Aunt May and my Uncle Ben. Ben was really the only Father I grew up with, but I don't think I really appreciated that until it was too late. I'll never be able to forgive myself for allowing him to die, just 'cause I wanted some petty revenge… My inaction had cost my Dad. That's why I can't just sit back when I know I can do something to prevent another person getting hurt or worse… The last lesson he tried to teach me was that with great power comes great responsibility. Well, I acted irresponsible, and it killed him. If my irresponsibility or failures killed anymore people… I don't… I couldn't live with that."

"I might as well have pulled the trigger myself… I killed my Dad… or at least I'm just as guilty of that… That's why I can't look the other way when something happens. Not when death like that is so preventable."

Peter was now trying very hard not to cry in front of Ruby. It wasn't until he heard her sniffling that he realized she was lightly crying herself.

Ruby couldn't imagine what that must have done to Peter's conscience. He truly believed that the blood of the only Father he ever really knew was on his hands. How could anyone live with that kind of guilt? She had no idea Peter had dealt with such a tragedy in his young life. Knowing Peter, he must have been keeping that in ever since it happened …

Seeing her friend, she grabs his shoulders and tells him, "P-Peter. Look at me. Look at me."

He finally turns his head over to her, with his watery eyes.

"It wasn't your fault." Peter's expression told her he didn't believe her. "I'm serious! It wasn't your fault! Yes, you made a mistake! It was a tragic mistake, but you're not responsible for your Uncle-no, your Father's death. You just made a mistake. There was no way of knowing what would happen because of that. Had you known, we both know you wouldn't have hesitated to stop that guy! And now look at you! You learned from your mistake, and became a hero! When I saw you out there as Spider-Man, I thought you were the truest embodiment of everything a hero should be! You've inspired me, countless people all over Vale, and you made me realize that I really did choose the right career path in becoming a huntress! You've saved so many lives Peter… Your Dad would be proud of the hero you've become."

"You're a hero to Vale, and… you're my hero too Peter…"

Now it was Peter's turn to be surprised. He knew there were some people who thought his alter-ego was cool, but didn't really pay much attention to it though, being used to a lot of negative press from before. Did he really mean that much to the people of Vale?

To Ruby?

"I don't know your Uncle, but I doubt he'd want you to keep beating yourself up to the point where it could get you killed. Just please wait until you at least got a plan or something until you go out again." She finishes as she pulls him into a hug as her tears stain his uniform.

Either way, she had no idea how much he needed to hear that. He got so consumed with honoring Uncle Ben's mantra, that he didn't really stop to think about his own health. Ruby was right, Uncle Ben wouldn't have wanted him to forget his responsibility to his own well-being. How could he be a friendly neighborhood Spider-Man if he wasn't taking care of himself? Maybe if he did that, he would've realized that his skill was slipping and Torchwick wouldn't have almost killed him.

"Thanks Ruby." He earnestly says as he hugs her back, taking in her rosy scent.

"Come on dude, don't be a creep and ruin the moment."

"Anytime Petey."

Peter lightly chuckles at the return of his pet name.

"You know, I never told anyone that. Not even my Aunt or Glynda. It felt really good to finally let that out."

That was something Ruby wasn't surprised at, but still happy that her friend was comfortable enough with her to tell her something so personal, so it could help him.

Wiping away her tears, she responds, "I'm always here for you Petey… You know, I'm pretty sure you can talk to Ms. Goodwitch about this stuff too. She's your guardian after all."

She wasn't wrong. Even if there wasn't anything legally official about that, she's been like a mother to him ever since he arrived in Remnant.

"You know, you may be right."

Ruby smiles and says, "Now let's head back to the dorm, I think the library's gonna close soon, and I don't want Weiss making a fuss about us staying out too late again."

"Hey, it was that only one time, I just wanted to make sure I got the dust combination right for Onyx Avenger!"

She giggles at that. It was a cute sound that Peter loved hearing. She also looked really pretty with that smile of hers…

Of course Yang was right with her teasing about the way Peter always looked at her. Whatever infatuation he had really did turn into a pretty big crush for his team leader. He knew he always had feelings for Ruby, ever since he met her and saw her killer skill with that scythe, and it helped that she acted super cute. He also admired who she was as a person, seeing how caring she was for her team, including him, and how she always tried to be the best leader possible. After weeks of spending a lot of time with her, he felt really close to her.

Too bad Ruby was way out of his league. And that he wasn't sure if someone like him should even get into romantic relationships. Can't blame a guy for being wistful though. Guess that's why he couldn't help but glance at her and take note of how pretty she was more times than he would admit or even realize.

By the time they got back to the dorm, Yang had thankfully gotten in the shower, so there was no awkwardness from her to make the duo uncomfortable. Weiss did give them a weird look, since they took a lot longer getting back than it should've.

Peter thought it was more directed at him, but just decided to ignore it and wait in his corner until Yang got out so he could change.

That night, Peter had a recurring dream that often haunted him.

Well, more like nightmare.

He was back there again, reliving the worst night of his life.

Only this time, he stopped the burglar. He did the right thing despite what a jerk the manager was.

Who was still a cheapskate, giving Peter a fiver, telling him to get himself something nice with his 'bonus'.

When he got back to the car, he knew there was still some tension between him and Ben as they drove away.

"Hey Uncle Ben? I just wanted to say… sorry about earlier. You were right, I took things too far with Flash, and I… I haven't been really responsible lately, and… I just wanted to say I'm sorry."

Uncle Ben sits for a moment before responding. "I'm not mad Peter. It's just, you've got so much potential, I can see that. You're just destined for so many great things. You're Dad saw that too. It was the first thing he told me when he called after you were born. I just don't wanna see you throw it all away. You're in your developmental years where you become the kind of man you're gonna be for the rest of your life. I want you to become the best one you can be. I know I'm not your Father but-"

"No, Uncle Ben. I'm sorry but that's where you're wrong."

Ben gives a quick glance over to Peter.

"You took me in when I was 4, you fed me, clothed me, you were there for every Christmas morning, birthday, you raised me Uncle Ben. That's everything a Father does."

His Dad then only smiles and replies, "You know Peter, I have no doubt that when you grow up, you're gonna become the best of us. Know that wherever I am, I'm nothing but proud."

Peter smiles in his sleep. For the first time in his life, he feels like he finally has some closure on his Uncle's death.

The next day, at their last class, Peter was planning out in his head how he and Ruby were gonna test out his improved web-shooters, then work on getting them attachable to Onyx Avenger, so he could go in and out as Spidey quicker while remaining inconspicuous. But all that changed when right after class let out, Glynda texted him on his scroll that she needed to see him at the headmaster's office.

Ruby was disappointed at having to take a raincheck, but Peter promised that he'd bring cookies whenever they'd be able to meet up in the workshop again so that got her spirits up.

Glynda was… Actually pretty nervous right now.

That wouldn't do, she needed to have a cool head right now, she was finally about to get to the task she'd been putting off.

But how can she not be nervous? She was about to start a real big chapter in her life, and the person in question too.

What if he says no, after all, he did have a mother figure back home, and it might feel like he's replacing her.

But what if he said yes? Is she really ready?

Is she really ready to be a-

Getting out of her thoughts, she hears the elevator ding as Peter steps in.

"What's up? It sounded like whatever you needed me for is important."

Composing herself and getting the folder ready, Glynda begins, "Peter… As you know, not being from Remnant, we had to quickly drum up some identity papers for you so that you would be able to be enrolled here at Beacon. But you're only under a temporary visa for Vale as it was the quickest form we were able to get processed on such short notice."

"Of course, not even in another world is the Parker luck giving me a break. Now it's found a new ally in paperwork and red tape. Whoopee."

"So I thought it best that we get some more permanent documentation in order for you. Unfortunately this too proved to be a bit of a problem as you're still a minor in need of adult supervision."

"Aw come on!" Peter replied. "They let minors fight deadly monsters and handle even deadlier weapons, but don't think we can take care of ourselves? What kind of government is this?!"

Feeling more nervous than ever, yet staying composed, Glynda continues, "So that's where I come in. As the government sees it, you still need someone to take care of you… Peter, I'm… I want to adopt you."

Peter didn't really know what to say. He honestly wasn't expecting this from Glynda, even if she was unofficially his guardian.

Taking notice of his silence and expression, Glynda continues, "O-of course, you're not being forced into anything, as I value your consent. This is simply an option for you, we can find other-"

"Yeah, I'm all for it."

"E-excuse me?"

"I mean, to be honest, I wasn't expecting this, but I'm not opposed. You've already been like a mother to me since I came here…"

Still composing herself, Glynda opens the folder and says, "In that case, I only need your signature here and I'll be taking care of the rest."

Peter gladly signs the adoption papers. Despite the recent setback, things had really been looking up. He'd gotten closer with Ruby, even more than before, and he… pretty much is getting a mom now. Of course no one would be able to replace his sweet Aunt May, who he also saw as a mother, but that's not what he was doing here. He's finally starting to rebuild a life here on Remnant. How could he not be on board with that?

Glynda was happy about the situation too. She saw Peter's face and felt she made the right decision. He had been through so much from what he told them, not even mentioning arriving from a different world or nearly being killed. It brought her joy to see him happy.

She's… legally now his mother. Like any new parent, she couldn't help but get teary eyed at becoming one.

She still needs to compose herself of course. Especially when that wasn't the only reason she brought him here.

Getting a hold of herself again, she then informs Peter, "Onto another subject, as you mentioned before, you feel as if your skill has lessened, correct?"

"Y-yeah, this place, believe it or not, is actually safer than back home, even with the Grimm. So I think my time here made me lose some edge… and get a bit cocky."

"That being the case, I've taken upon myself to create a training regiment for you. I've taken note of your strength and precognitive ability to detect danger and designed something that will teach you to use your abilities to their fullest potential."

"Alright, that sounds pretty cool! Got a name for this program yet?"

Remembering that Peter came from a world that apparently had a fondness for names, Glynda replies with a small smile, "I'll leave that to you."

"… How about, The Way of the Spider?"

" Hymph." She chuckles lightly in reply. "Creative."

"Huh I guess the Forever Fall forest was literally just that?"

"What were you expecting?" Ruby asked.

"I dunno, not for it to be this accurately descriptive I guess. Like I grew up in a place called Forest Hills, and there's neither forests nor hills there!"

"Well maybe once upon a time it did! I'm guessing that it's some neighborhood or borough from your city, right?"

"Yeah, it is, how'd you know?"

"From what you said, that's just what came to mind, also you have a kinda city-ish sounding accent, so I just figured."

"Queens, born and raised! Which also doesn't have a monarchy by the way."

They all were sent on a field trip to the Forever Fall in order to gather sap for one of the professors. It had real nice scenery, but like Glynda said, housed grimm. Why pay for tree sap when you could force the students into another dangerous forest, to collect it for free?

"Guess the old man's not only for child endangerment, but child labor as well. This cheapskate's just begging for a lawsuit, how hard is it to just order it from the grocery store?!"

Ruby laughs at his joke. "Come on Petey, don't let him or Ms. Goodwitch hear you talk like that, or even Weiss, she'll probably scold you again!"

"Not sure who I'd rather get a verbal whopping from."

At least he's got some alone time with his crush, even if he don't got much of a chance with her. Come to think of it, Yang was the one who suggested the two split up together to look for some more promising trees…

Behind the two, up on a hill, where not even Peter's hearing could detect them, was Cardin with his team and Jaune. After Jaune had an actually pretty good talk with Ruby the night before, Cardin forced him to get Rapier Wasps for something. He didn't know what he wanted with them, but now that they were there with Peter nearby, he had a bad idea.

"There's the smart-ass who thinks he's the king of comedy, making us look stupid. Bet he won't feel so hot soon, especially in front of his girlfriend. What does she even see in a geek like him?!" Cardin angrily asks Jaune.

"I-I don't know."

Cardin then gets out a box labeled with a W grinning maliciously. "Well, thanks to Jauney boy here, we got ourselves a nice big box of Rapier Wasps, who according to an essay he did for me, love sweets! Like the kind in this jar! So now he's gonna be put to work!"

Jaune, now really concerned for his friend nervously asks, "W-what kind of work are you talking about?"

"Hit him with the sap! Or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon! Besides, the guy's a real motormouth, I doubt he hasn't gotten on your nerves either!"

…

Guess he didn't have much of a choice.

Jaune prepared to take aim from the hill. He didn't wanna do it, but he didn't want to be kicked out of the school either. Getting ready to throw, he saw Peter laughing with Ruby. The two first friends he made here… Peter was the only one who didn't make fun of him for his motion sickness back on their first day, who actually stayed behind with him. Despite the vast difference in skill and power between them, he still was the only one he felt kindred to.

Maybe Peter constantly reminded him how much he was in over his head here by his mere presence, but he couldn't betray his friend like that just to save his own skin. The friend who'd only ever been kind to him.

Oh boy, this was gonna cost him.

"No."

"What did you say?!"

"I said, NO!"

He then instinctively throws the sap filled jar at Cardin, which then covers his chest piece armor in the stuff.

"Oh you've really done it now."

Jaune can only gulp as and nervously grin as he tries to prepare himself for his beating.

At least he's not hurting his friend.

As Peter and Ruby are chatting and finishing gathering up their sap, they suddenly hear the unmistakable loud roar of an Ursa.

"You hear that Peter?"

Suddenly they hear Cardin's team running and screaming how an Ursa got Cardin.

"Jaune was with Cardin before we left."

The two immediately draw their weapons and rush over towards the direction Cardin's cronies came from. Thanks to Peter's senses, they were soon able to find their destination.

When they arrive, they hear Cardin screaming 'CRAP!', with Pyrrha and Weiss already there. They're about to take down the Ursa before it kills Cardin with a swipe of its paw, when Jaune of all people manages to deflect it with Crocea Mors.

Pyrrha immediately whispers, "Wait!"

"Are you serious?!" Peter whisper shouts. "That thing's gonna tear him apart!"

"He has to do this! It's his fight!"

He's able to recover from the blow then strike it in the belly, which it then retaliates by trying to drop down on him with its front paws, but he still manages to dodge it. They continue exchanging blows until Jaune realizes that his aura is in red. He doesn't care, but tries for another charge at the Ursa, with his inexperience not letting him realize that he's left himself defenseless against the grimm's massive paw.

Pyrrha, seeing this, uses her semblance to raise Jaune's shield in time for it to protect him against the Ursa's paw swipe, allowing him to finish it off with a blow from his sword.

"Uhh, what?"

"How did you…?"

"Magneto…"

Everyone just looks at Peter for saying such a weird word.

"Well you're not wrong, I guess?" Pyrrha explains. "Ruby has her speed, Weiss has her glyphs, you have your strength. My Semblance is polarity."

"So you can control poles!"

"No you Dunce, she controls magnets!" Weiss shouts.

"Oh, magnets are cool too…"

Peter, a bit visibly shaken, goes "Y-yeah, cool…"

As Pyrrha makes her leave, Weiss questions, "Hold on, where are you going?"

"Yeah, shouldn't we tell them what happened?"

Peter, catching her look, says, "Maybe we don't have to let them know."

"Perhaps we could keep it our little secret?" Pyrrha asks, giving a smile.

Ruby and Weiss smile back then at each other in agreement before they go walking off their separate ways.

"So what was that weird word you said earlier?" Weiss asks Peter.

"You even seemed a bit put off by Pyrrha's semblance." Ruby adds with concern in her eyes.

"Nah it wasn't that! It's just, I knew a guy with a similar semblance back home. He called himself Magneto. He was… scary. And had real extreme control over magnetism. Like, unreal."

Peter unfortunately vividly recalled stories about how he heard that the Brotherhood of Mutants' leader once killed a man by ripping the iron out of his blood and forming it into a little sphere as he did it. He wished Logan wouldn't tell stories like that…

"He's gone now though, so he's not gonna be doing nothing to anyone!" Peter says, still visibly uneasy.

Deciding not to press any further they just go over to meet with Ms. Goodwitch, who undoubtedly was on her way to the scene.

Jaune was a bit on edge. Pyrrha told him it would be a good idea, but he was having some second thoughts. Maybe he should just-

"Hey dude, got your text! What's up?"

"Hey Peter." Jaune replies. "I just wanted to say, sorry for being a jerk and avoiding you, and whatnot."

"Hey man, you don't got anything to apologize for, I figured Cardin was ordering around cause he found something embarrassing about you, so I thought you just wanted space. He's not still bothering you is he?"

Jaune shakes his head. "Nah he's not, but that's not it! I… to be honest, I was jealous of you and didn't want to feel inferior…"

"What? Dude you're not inferior, I mean yeah, you might not be too skilled in some areas, but neither am I!"

"Oh come on, you're just saying that. I mean look at you! You got strength, skills, reflexes, you made your own weapon, and you're even self taught! Y-you're better than me in literally every way. I guess it just really got to me, so... I associated feeling second-rate with you and... avoided you so I wouldn't feel like that."

Peter was a bit hurt by that, but understood where his friend was coming from, knowing the feeling too well when he compared himself to the likes of heroes like Thor and Iron Man. "Ok well first of all, I'm lucky that my piece didn't blow my hand off, second Ruby helped me make it a lot more functional than I would've alone, and thirdly, when it comes to aura, I'm pretty sure you got me beat!"

"What do you mean?" Jaune asks, not believing it. "You're able to throw punches harder than anyone I've ever seen, you've been able to literally throw a Death Stalker like half a kilometer away!"

"That's just my semblance." Peter explains. "The truth is, my aura's almost nonexistent."

"Are you serious? Your aura?"

"Yep." Peter continues. "One good shot, and it all goes in red. That's why I gotta be good at dodging and with reflexes and whatnot."

Peter wasn't exactly lying. Sure he had superhuman durability, but that was his biology. When it came to tournament style combat, Peter was pretty sure any hard hit would get him kicked off with his aura going down.

To Jaune though it made sense. The only one who's dodging ability could even begin to match Peter's was Pyrrha, who he never even saw get hit. Guess that's why Peter was always so nimble. He had to be. Even Jaune could tank a lot of hits, as seen in his matches, just not really being able to hit back…

"So don't discount yourself man. You got loads of the stuff, Pyrrha tells me your reserves are massive. You just need some fine tuning and you'll even surpass me. I've seen your determination, you're gonna be fine."

It felt nice to hear that from Peter. It looks like he wasn't Mr. Perfect after all. Guess no one really is. It made him feel even worse though for almost resenting his friend. But it did remind him of a favor Pyrrha did for him on initiation day.

"Thanks Peter. If you want though, Pyrrha did teach me a thing or two about aura and using it to help other people's semblances…"

"I must say Peter, you're definitely improving much quicker than I thought."

"Yeah, I think I might actually be at a better level than when I was back home!"

Peter had kept practicing the techniques Glynda had been teaching him throughout the weeks. She didn't expect him to take to it so quickly, she was already gonna be running out of things to teach him soon.

Glynda used aura sensing techniques as a base to combine with some martial arts so that they could come up with something that would utilize his spider-sense. Now when he used it, he had pinpoint accuracy and a way better feel about his surroundings. Whenever he sensed danger now, he knew a lot more detail about what it was. Before, he really only could tell where it was coming from and had a general idea about what it was. Not only that, but he could even just entirely rely on it alone without eyesight since he started training with a blindfold at times.

He wasn't wearing one now, but was practicing his new combat form, and was eager to try-

"Sorry I'm late."

The old coffee drinker himself just walked in.

"Glynda said that you've made some great progress and that I should see."

"Well, me and Gl-Mom… pretty much found out my semblance and have been experimenting with it!"

Peter had started referring to Glynda as 'Mom' at Ozpin's suggestion. They decided that he should get used to calling her that, to save face with others of course, so that they wouldn't have need to get into any convoluted stories to explain why Glynda's son referred to her by name. They also decided it best to change his last name to Goodwitch-Parker.

Ozpin was now very intrigued about Peter's semblance though. When they tried to activate Peter's before, it ended up being extremely weak, but now according to Glynda, Jaune Arc apparently boosted it into actually being usable?

What would it even be like with him being from another universe?

"May you provide a demonstration please Peter?"

Peter then gets a wild grin and loads a fire dust laced web cartridge into Onyx Avenger. Suddenly a bony appendage sprouts from each of his wrists, along with four similar looking ones, that appeared to look like spider legs, from his back, but these seem to be made of dust as well. And were those fangs in his canines?

"I call this, the Spider-State!"