The Vytal Festival was undoubtedly the biggest event in the history of Remnant. Only held once every two years, the Vytal Festival was created to celebrate the end of the great war. Each kingdom took turns hosting the festival and each kingdom always made an amazing showing during it.

The festival was a week-long affair that had many forms of entertainment like carnival games, music, and even various performers. But the biggest event of the festival was easily the Vytal Festival Tournament.

The tournament would pit the Huntsman Academies against one another in amazing fights that showcased what the next generation of Huntsmen could do to protect the planet. Most people just liked watching hormonal teenagers beat the shit out of each other, but Ruby was obviously most interested in everyone showoff their amazing weapons. Even if they were all inferior to Crescent Rose, she still liked to watch them in action.

While the Vytal Festival was the biggest event, that didn't mean that it was the only event. There were plenty of other celebrations that took place in between.

One such event was taking place today. The World Unity Festival was similar to the Vytal Festival, but instead of celebrating the end of the great war, it celebrated the bonds that the kingdoms shared with each other. It wasn't as grand as the Vytal Festival, but Ruby always looked forward to it every year.

So many people were here enjoying good music and eating delicious food, Humans and Faunus alike. There were at least a thousand or so people here enjoying the festivities. Ruby brought her camera with her this year to take pictures that she could sell to the Bugle if they wanted them.

While looking through the lens of her camera, scanning for anything interesting, her lense rested on a newspaper that someone was reading. The headline made Ruby frown.

Vale Dreads Spider Bite!

I get the feeling that Jamason is never gonna give me a break.

Ruby bought a churro covered in powdered sugar and cinnamon from a food stall and savored the taste as she took her first bite. The outside was crispy while the inside was light and fluffy. If it weren't for the fact that they were so bad for her health, Ruby might eat them more often.

She still had her Spider-Suit on under her clothes just in case the friendly neighborhood Spider-Woman was needed at all today. You can never be too careful.

She recognized a few faces from Signal at the festival, but considering that she didn't have a single friend at school, it wasn't surprising at all that they completely ignored her presence. Ruby didn't mind, she didn't come here to hang with friends, she came to enjoy herself, even if that meant doing it alone.

Still, I do wish I had some friends to spend the day with.

"Ruby?" A familiar voice made itself known from behind the silver-eyed huntress. Ruby spun around and became face to face...well...more like face to chest with a figure much taller than her, with a messy mop of blonde hair and a goofy smile that she had come to know.

"Mmph!" Ruby exclaimed in surprise. She tried to call upon basic linguistic skills in order to speak coherently but considering that she had just stuffed her cheeks with a delicious churro, that was easier said than done.

The figure laughed when Ruby went red in the face and tried to chew faster. Eventually, she swallowed too much at once and almost suffocated and died, that would've been preferable to embarrassing herself like she just did. Instead, it just hurt a little bit when she swallowed the churro whole.

Now that her mouth was void of any sugary treat, she was allowed to speak freely. "J-Jaune!" Her cheeks were still beet red but at least it was only Jaune who had caught her, if Yang had seen that then she would've teased her for hours about it.

"Hey Ruby, didn't expect to see you here," Jaune said with a smile.

Ruby shrugged off her embarrassment. "Y-Yeah, I like events like this. I like seeing everyone happy. What are you doing here?"

Jaune shrugged. "We just wanted to have some fun after working so hard. We deserve a little break."

She supposed that made sense. Ruby was always reckless when it came to training, always pushing herself past what her body could handle, often injuring herself in the process. But even she understood that rest was one of the most important factors in getting stronger. That wasn't the most interesting thing Jaune had said though.

"We?" She asked with surprise. "The others are here too?"

Jaune nodded and looked over his shoulder. "They're around here somewhere. Nora dragged Ren off as soon as we arrived so they could be anywhere by now. I just came here to buy snacks for everyone else." Jaune held up a handful of lien that was likely given to him by the others. "Did you come here with anyone?"

Ruby's eyes decided that the dirty ground was very interesting when they refused to look at anything else. Her cheeks darkened slightly and she mumbled something under her breath.

"Hmm?" Jaune sounded. "Sorry, I didn't catch that."

Ruby's cheeks darkened further. "U-Umm...n-no...I didn't," Ruby said louder with shame dripping from her lips.

To her utmost surprise, Jaune didn't laugh at her at all, he didn't question why she didn't come with anyone or even talk to her like she was a child who needed to be pitied.

Instead, he smiled brightly and looked happier than Ruby had ever seen him.

"That's great!" Jaune said all excited. "You can hang out with us today then!"

Ruby's face flushed once more at Jaune's excitement. "R-Really? Umm...wouldn't you rather hang out with your team?" The secret spider asked.

Jaune simply scratched his head confused. "I wouldn't even have a team right now if it weren't for you. They're good friends, great friends even, but none of them can replace you. You're my best friend."

Ruby felt like she might pass out from all the blood rushing to her face, she had to pull her hood up to hide her embarrassment. "R-Really?" She mumbled quietly. Jaune nodded, still smiling brightly. "O-Okay then, I'd love to spend today with you guys."

"Great! Just let me buy some snacks for everyone." Jaune walked past Ruby without another word and made his way to one of the food stalls. When he was out of view, Ruby allowed herself to relax and her blushing face to fade. She let out a breath she didn't know she was holding.

It's like he says that stuff because he knows it embarrasses me! Why do I get so flustered around him anyway?

Could I have a...NO! Nope! Nada! Negative! Nix! Nay!

She started to panic again and took another massive bite of her churro to distract her.

Ruby was so distracted that she didn't notice Jaune walk up behind her. "I'm back."

"Eep!" Ruby whirled around to face her blond friend carrying a handful of various sugary snacks. "H-Hey, y-you ready?"

Jaune nodded and walked ahead of the young huntress to where the rest of his group was. They spent the next few minutes in silence before Ruby decided to break it. "How's your training coming along?"

Jaune smiled at her. "Better than I expected. Nora is absolutely brutal in the gym, but my aura allows me to keep up with her even if I'm not even close to matching her strength. Ren makes me meditate so I have better control over my aura. He says I let it bleed off of me too much, he also says it's because my aura is so massive that I have a harder time controlling it. Pyrrha is teaching me some new techniques so I can keep up in combat class. It's much different from your training actually."

Ruby quirked up an eyebrow. "How so?"

Jaune looked to the sky for an answer. "She's trying to improve my agility and speed rather than your method of improving my strength and defense. I think she's trying to teach me like she was taught."

That...didn't sound like a very good idea. Why would Pyrrha be trying to train Jaune to be like her? They both had vastly different body types. That would be like if Yang tried to make Ruby wear armor and hold a heavy shield. Ruby's greatest physical advantage had always been her speed, so trying to shove her into heavy armor would only limit the greatest strength she had.

Jaune's greatest strength was his unfair levels of aura, he could afford to take a few hits, in fact, it would even be good to take some hits if he could create an opening through that action and counterattack. Why would Pyrrha want Jaune to waste his time learning how to avoid taking a hit when she could instead fortify his defenses?

The training wouldn't be completely useless though, it was always nice to be a little faster, but Ruby didn't think that speed and agility should be Jaune's focus right now.

"What sort of techniques are you learning?" Ruby asked before taking a bite of her churro. Ruby didn't use a sword and shield like Jaune so she was unfamiliar with any techniques regarding the weapon.

Jaune appeared to be deep in thought before responding. "I don't actually know the name of the techniques but she's teaching me basic stances and swings so I get used to the feeling of my weapon."

That was good at least. The basics were the most important thing to learn after all. Ruby still went over the basics with Crescent Rose due to how important it was. "Good, I'm glad to hear you aren't slacking off." Ruby took the last bite of her churro and clapped her hands free of powdered sugar and cinnamon. "I'm looking forward to sparring with you again," Ruby said with a smile while Jaune groaned.

"You never go easy on me, it's almost like you enjoy beating me up."

"Almost? I do enjoy beating you up. Maybe I held back a little too much. Don't worry Jaune!" Ruby slapped Jaune's back hard enough to cause him to stumble and almost drop his sugary confections."Next time I won't hold back so you better be ready!"

Ruby enjoyed the way Jaune's face lost all color. Maybe it was because she wanted revenge for the way he embarrassed her or maybe she just enjoyed messing with her best friend. Ruby didn't know or care, all she knew for sure was that she was enjoying herself already.

A few more minutes passed by with idle banter when they finally approached the rest of the Beacon students listening to the music and dancing along. Both teams PWBY and JNPR were here enjoying the festival. Nora was spinning Ren around fast enough to cause them both to become a blur.

Penny was the first to notice Ruby and Jaune approach them. Her eyes widened and she smiled upon seeing Ruby's face. "Sal-u-tations friend Ruby! It is sensational to see you again!" She waved dramatically despite being less than ten feet away.

Ruby waved back and smiled. "Hey, Penny. What's up?"

Penny looked at the sky intently for a few seconds before responding. "It appears to be partly cloudy at the current moment, although with the current moisture in the air, I would suspect that there is a high chance of rain starting at around 8:00 PM and lasting until 2:00 AM."

Umm, what?

"N-No, that's not what I meant. You know what? Nevermind." Ruby ignored Penny's odd behavior and approached Yang who had yet to notice her presence. Ruby decided to make herself known to her sister by jumping on her back and wrapping her arms around her.

"Yang! I missed you!" Yang's knees buckled as she had to rapidly adjust to having the extra weight attached to her.

"R-Ruby?" Ruby slid off Yang's back and her sister turned to face her. "Ruby!" Yang trapped her adorable baby sister into a hug and ruffled her hair affectionately. Ruby considered trying to bite Yang's hand for a second before electing not to.

The rest of the gathered students were drawn to the noise and turned to face the two sisters as Yang was trying her hardest to embarrass Ruby.

Weiss still looked pissed off for no reason. Ruby had to admit that she was curious about what was bothering her so much but she knew that it wasn't her place to pry into Weiss' life. Ren was a little green in the face from being spun around so fast by Nora, the ginger girl in question didn't seem to notice Ren's nausea. Pyrrha looked happy to be doing something fun with her friends for a change. Blake looked like she'd rather be curled up with a good book.

Ruby managed to extract herself from Yang's grasp and turned to address the other students while Jaune was handing treats out to everyone. "Hey, guys! Nice to see you again."

She was granted various degrees of greetings from the gathered students, the music was quite loud so it was hard to hear them speak, even with her enhanced hearing.

Ruby turned to the stage and listened to the woman who was singing. She was singing some upbeat song that had everyone dancing along. Ruby would've joined in on the dancing if she had any idea how to dance. Instead, she just stood next to Jaune and enjoyed listening to the lyrics.

Then the familiar tingling of her Spider-Sense rattled her skull.

Danger, here!?

She spun around and started to sweat as soon as her Spider-Sense went off. The attendees of the festival were completely unaware of the danger they were likely to be in.

"What is that?" Blake said from beside Yang. Ruby followed Blake's gaze upward toward a very tall building.

A trail of smoke was left in the wake of a mysterious figure flying around the building, Ruby couldn't get a good look at it due to it being way out in the distance but she knew it was bad news due to her increasing Spider-Sense. The music slowed and eventually stopped when the singer noticed the flying figure. The audience followed the singer's gaze and eventually every single person was looking at the figure and muttering with various degrees of wonder.

Ruby clenched her fist so hard that her aura sparked to prevent blood from being drawn. This is not good!

The mysterious flying figure glided over the crowd who began to cheer due to them thinking this was part of the festival. Even Yang and the other students began to cheer, with Nora being the most enthusiastic of them.

Ruby was allowed a clearer view of the figure and managed to get a much better look at it. The figure appeared to be someone in some very heavy-looking green armor riding a very advanced glider. It must've been either Oscorp tech or Atlas tech. The rider was controlling the glider with practiced ease while swerving around the massive balloons that were brought in for the festival. There was definitely some gravity dust that was allowing that thing to fly.

"Must be new this year," Ren responded to Blake's question as the figure continued to loop around the festival grounds.

It eventually ascended to a balcony that was overlooking the crowd. Ruby's Spider-Sense was buzzing even louder now. The figure held out its hand with its palm facing down. A small orange sphere was launched from the glider into its hand and started to flash rapidly.

"Hahaha!" The mysterious figure cackled the most terrifying laugh Ruby had ever heard.

Then he threw the sphere under the balcony.

BOOM!

Flames erupted from the windows and chunks of stone exploded from the wall and flew toward the crowd below.

All hell broke loose a second later.

The crowd screamed in terror and started to run for their lives. Civilians were getting trampled and children were getting separated from their families. The ground rumbled as massive chunks of limestone impacted the ground. The balcony was shaking and looked ready to fall from the building.

"What the hell!" Yang roared as she snapped her gauntlets onto her wrists and prepared for a fight. "Who is this guy?"

Weiss unsheathed a rapier from her hip and spun the dust-filled revolver-like chamber around the hilt. Multiple symbols exploded into existence around Weiss with what must've been her Semblance. "I don't know, but he picked the wrong day to do this."

Jaune immediately lost his goofy smile, and his eyes sharpened as his job as a leader was put into action.

"Alright listen! We need strong precise ranged attacks to ground this guy. Pyrrha and Penny, try to get it closer to the ground, try to damage that glider if you can. Nora, once it gets close enough then you bombard it with explosives but be careful not to hit any civilians. Yang, hit it hard once it gets grounded."

Jaune looked at Ruby and noticed that Crescent Rose wasn't strapped to her back. "Weiss, use your Semblance on that balcony to keep it from collapsing. Blake and Ren, get up there and get those people down. Ruby, use your Semblance wherever you can to help get everyone out of here. Join in on the fight once the civilians have been evacuated."

Jaune clearly knew the strengths and weaknesses of his friends better than Ruby did so she wasn't about to question his instructions. Ruby also made sure to hold back a lot when training with him, she almost never used her weapon, which was likely why Jaune had instructed her to stay out of the fight due to her not having hers with her.

Everyone sprung into action and followed Jaune's instructions, even Weiss didn't question his leadership and obeyed his orders.

Ruby had no intention of listening to Jaune however, Ruby Rose wasn't needed here, but Spider-Woman was!

Her Spider-Sense buzzed and pulled her gaze to the left. A piece of rubble was about to fall on a couple that for one reason or another refused to move out of the way. Despite not being in costume, Ruby let loose a web line from each wrist and yanked the couple to safety. She had to pray no one had seen her, she didn't have any better option.

She started undressing before she reached a secluded alleyway, frantically tearing off her clothes and shoving them under a dumpster. Her pristine costume shimmered in the sunlight as she ripped off her shirt.

Ruby Rose slipped her mask over her cheeks and Spider-Woman was ready for action.


It was amazing how fast things had gone to hell. One second everyone had been enjoying their time at the World Unity Festival and the next second everyone was running for their lives. All due to the actions of one man on a fancy glider.

Blake jumped on one of Weiss' glyphs and braced herself as she was launched toward the collapsing balcony with Ren not far behind her. There were a few people that had been knocked out from the explosion and even more that were panicking. Blake grabbed hold of two unconscious civilians and jumped down with complete disregard for her safety.

She didn't need to worry as Weiss saw her approach and threw a glyph her way to slow her descent. Sweat was starting to form on her brow from the pressure placed on her Semblance from holding the balcony in place. Ren was right behind her holding two more injured people.

Weiss was quick to launch Blake back up to the balcony to rescue more civilians. Not a second after she landed did she hear the terrifying cackle of the armored man as he once again approached.

"Out am I?!" The man said as he threw another bomb on the balcony.

Thinking quickly, Blake used her Semblance and sent five clones of herself on top of the bomb in a desperate attempt to protect the civilians from further harm. She went a step further and added earth dust to her clones to give them some extra weight and defense.

BOOM!

Her plan worked...kinda. The clones succeeded in preventing a firey explosion from engulfing the entire balcony but the tradeoff was that her stone clones exploded, sending chunks of rock in every direction. Luckily the rocks were small enough to not hurt anyone too badly, but her aura still had to prevent damage.

The explosion also caused the balcony to shift a not-insignificant amount and caused Weiss to falter for a second. They needed to finish fast before Weiss ran out of steam.

Ren landed on the balcony after the explosion and the two were quick to grab more civilians and bring them to safety.

Weiss's arms started to tremble, her eyes were watering, and her aura was starting to flicker. There were still people trapped, so she would have to pray that Weiss' willpower would be enough.

The glyph underneath the balcony started to dim and flicker out of existence. Weiss was running out of steam fast, her aura was pretty small compared to the rest of the team, and that didn't fit too well with a Semblance as powerful as hers.

Despite the risks, Weiss launched Blake and Ren back up to gather more civilians. With two more unconscious victims in her arms, Blake once again jumped off the balcony to safety.

The massive black glyph exploded in a shower of worthless energy.

The balcony started to fall.

THWIP! THWIP! THWIP! THWIP! THWIP! THWIP! THWIP! THWIP! THWIP!

Blake looked up.

A torrent of sticky spider silk rained down on the balcony, encasing all the civilians in a protective layer of webbing. The strongest points of the balcony were thoroughly wrapped in webbing and anchored to the building.

Numerous thick nets of webbing were spun underneath the balcony to provide extra support in case the tensile strength of the webbing above proved to be inefficient. A single opening was left through the webbing on the balcony, an opening big enough for civilians to fit through and be brought down to safety.

"I-It's Spider-Woman!" Ren yelped from behind Blake.

A figure clad in red and black descended from the heavens and landed right in front of the trio.

"Get everyone out of there!" Spider-Woman ordered while pointing to the webbing-encased balcony. "I'm going after the ugly green elf thing."

She didn't wait for a response. Spider-Woman jumped with all her might and swung away to join the battle.

Ren, Blake, and Weiss didn't move for a few seconds, still trying to process what just happened. It was Ren who decided to break the silence.

"What are we waiting for?! Let's do this!"


"Dammit, move faster!"

Spider-Woman blurred forward the skies while holding on for dear life to a single strand of spider silk. She desperately wanted to use her Semblance to gain some extra speed but it wasn't worth the risk of getting caught, she would have to be fast enough without it.

She could see beams of energy and fire-coated bullets lace through the air toward the green elf thing. Pyrrha and Penny were likely following Jaune's instructions and trying to bring him down. Unfortunately for them, Spider-Woman had no intention of standing around and letting them fight all by themselves.

She had no idea how capable the Beacon students were so she didn't know if they would be able to take this guy. She much preferred her chances over theirs. That armor looked really strong, also those weapons are no joke.

Spider-Woman was approaching the green surfer and prepared for a powerful strike. Heaving one last time, she pulled on her strand of web one last time and coiled the muscles in her legs.

Her legs felt massive, powerful, unstoppable.

"RAAAGHHH!" Spider-Woman rocketed her legs outwards fast enough to appear as a blur even to her. She couldn't see the man's eyes through the mask but she imagined they widened in surprise.

His abdomen flared with a bright green aura bright enough to slightly impair Spider-Woman's vision. He was thrown off his glider and plummeted to the ground below.

His screams got quieter as he flailed his arms in a futile attempt to grab onto thin air to slow his descent. His screams only stopped when he crashed through a large tent. She could only hope that no one was trapped inside.

Despite no longer having a rider, the glider continued forward and blew a hole straight through a massive balloon causing the helium to escape. The balloon sank through the air and pushed up against a large metal arch causing it to tip over and fall.

The incessant buzzing of her Spider-Sense directed her attention to the ground below, where a boy no older than ten years old decided that the smartest thing to do was stand around while the large heavy parade structure was about to crush him.

"Dammit kid, move!" When her Spider-Sense got louder, she knew that it was time to act. Running along the wall, she fired multiple web lines to keep her balance as she zeroed in on the kid. She could hear his mother screaming his name as she got closer.

Thwip!

A web line laced through the air and latched onto the boy who was completely unaware of the danger he was in. Spider-Woman yanked him off his feet and into her arms just in time to avoid getting crushed.

Spider-Woman handed the boy off to his mother who eagerly took her son and ran from danger.

"Hold it right there!"

Dammit, I can't deal with the police trying to arrest me right now!

Spider-Woman whipped her head around expecting to see multiple police officers with guns drawn toward her. Instead, she was greeted by a few foolish but brave police officers trying to take down the armored villain who had recovered from her earlier attack.

"I surrender," he said, holding up his hands in defeat. Though the buzzing of her Spider-Sense along with his advancing form told her that he had no intention of actually surrendering.

Oh boy.

The villain delivered a powerful blow to the first officer's chest, knocking him clean off his feet and ripping his consciousness away from him. The second officer received a blow that shattered his nose followed by a blow that drove his face into the concrete.

Spider-Woman fired two web lines on either side of her and heaved with all her might. The wind whipped around her mask as she became a human lance piercing through the sky like an arrow fired from a bow of light. She cocked her fist and prepared a devastating blow intending to end this quickly.

Spider-Woman landed directly in front of the villain just as he finished knocking out the last police officer. Her fist rocketed forward to the armored man's mask.

A fist that he caught with absolutely no effort.

What?!

"Impressive!"

Her Spider-Sense rang out stronger than before, but his grip on her fist was too strong for her to break out of in time.

His metal foot blurred toward her abdomen and blasted into her gut. Her aura cracked loud enough to become audible and all the air was driven from her lungs.

She tumbled through the air, crashing into tables full of glass and nearly bowling over a few pedestrians who hadn't yet escaped. She only stopped once she crashed into and knocked over a light post that impeded her path.

Spider-Woman collapsed on the ground trying to fill her lungs with air while panicking civilians ran around her.

H-Holy s-shit! I've never taken a hit like that before. This guy is easily on the same level as a professional Huntsman in terms of strength alone.

Spider-Woman had a few encounters with Huntsmen before but every single time she had managed to escape without throwing a single punch or getting hit once. She didn't attack Huntsmen or the Police because they were just people trying to do their job. Also, she didn't think that the public or the council would take too kindly to her attacking innocents. They already hated her enough as it was, she didn't want to push her luck.

Dammit! I can't afford to go easy on this guy, I need to use more power!

Spider-Woman shakily stood on her feet and took a deep breath once she opened her lungs back up. Her Spider-Sense rattled her skull as the villain was getting closer.

Spider-Woman gripped the end of the light post she had crashed into tightly and swung it over her head with incredible force. She brought it down just in time to slam into the villain who had almost landed on top of her. The satisfying gong of metal on metal reverberated throughout the area. The concrete cracked in the shape of a spider web and sharp bits of rubble exploded outward into her aura.

Spider-Woman didn't waste a second in vaulting over the green villain and firing a web line at his torso. She yanked the man out of the concrete and sent a pulse of lightning dust through her webbing to ensure he wouldn't escape.

She landed on the hard ground and anchored herself to the concrete with her adhesive feet. She pulled down hard on her webbing which ripped the man from the sky and sent him crashing into the concrete once again. His dark green aura flared to prevent damage to his body.

Spider-Woman ran up and prepared to deliver a powerful punch to the villain. Her Spider-Sense flared at the last second causing her to root herself to the ground. This saved her life as she just managed to stop herself in time to prevent herself from running right into a very long and sharp blade.

"Heh heh heh!" The man pushed himself out of the concrete with minimal effort while cackling wildly. "It's an honor to meet you Spider-Woman."

What the hell is this thing?

"The pleasure is all yours I'm sure. Now we can do this the easy way or the fun way." Spider-Woman knew his choice, so she crouched and prepared for the fight of her life.

Her Spider-Sense roared in her skull painfully. She performed a backflip just in time to prevent the glider from piercing into her back.

The villain hopped on his glider and soared into the sky out of Spider-Woman's reach.

Two turrets extended out from the glider and set their sites on the spandex-clad spider.

Oh great.

The soft whirr of the electric motor reached her ears as her Spider-Sense went off. She turned away and hauled ass in the opposite direction away from the fleeing civilians. Dust-filled bullets whizzed past her ears and embedded themselves into the concrete floor. She could feel the small chunks of rock scratch her aura as they exploded outwards.

Her Spider-Sense buzzed louder and she turned around in time to see a small missile headed straight toward her. She shot a web line upwards and pulled herself on a balloon to keep the civilians below safe. Aiming her wrist downward, the masked spider shot a web ball down at the missile, detonating it harmlessly.

Taking a second to gather her bearings, she saw Blake, Ren, and Weiss were almost finished bringing civilians down from the high balcony, and the rest of the students had decided to let Spider-Woman deal with the villain. She didn't want to worry about protecting them too so that was appreciated.

Spider-Woman leaped to the left to avoid the hail of bullets that blasted through the space she once occupied. She returned the favor by rapid-firing web bullets toward the villain. Most of them missed but her intention had only been to distract him for a second. She coiled her legs and sent herself flying through the air to the villain while still firing web bullets.

The glider dipped in the air as the masked vigilante landed right next to the villain. "Hey, I hope you don't mind me hitching a ride. You take card?" He responded by extending a blade from his arm and slashing wildly at the hero. She ducked and weaved from the razor-sharp saber and dealt punches where she could in between his attacks.

Her fist crashed into his mask and snapped his head to the side which provided her an opening to provide a powerful blow to his kidney. The villain swung his arm and scored a deep gash into Spider-Woman's arm. Her aura prevented any bleeding but it still hurt like hell.

"Raagh!" Spider-Woman sent a powerful uppercut to the man's chin causing his mask to clang against her fist.

A small compartment opened up on the glider and sent an orange sphere into the villain's waiting hand. The sphere started to glow and Spider-Woman's Spider-Sense started to buzz.

"Oh shi-!"

The villain thrust the sphere into the vigilante's chest and the bomb detonated half a second later.

BOOM!

Spider-Woman blasted off the glider in a brilliant orange explosion. Her vision was blurry and the explosion overloaded her hearing. Her senses were thrown out of wack for a few seconds. Even her equilibrium was affected as she had no idea which way was up or down right now.

She tumbled through the air with no sense of direction, she had no idea how close the ground was, but she had a feeling she was about to find out.

The ground came hard when Spider-Woman ran out of air to fall through. Her aura sparked as she skipped along the concrete and crashed through several booths that were set up for the festival. Her costume tore along the ground and exposed her skin underneath. She was just glad that her mask remained unaffected.

Finally, she came to a stop when her momentum ran out and she slid the last few inches on the cold hard ground. She couldn't tell exactly how much aura she had left but it felt like she had less than a quarter of it remaining. She would've been out already if she didn't have her spider powers.

The spider bite didn't enhance her aura reserves, but it did give her body extra durability. The thing about aura was that it only protected the body when it needed to be protected. If a toddler was punching her in the leg then her aura wouldn't activate because there was no reason to protect against something that small.

So when the spider enhanced her durability, it also helped her aura by lessening how hard it needed to work to protect her. So while she didn't have extra aura, the aura she did have didn't need to work as hard to protect her.

Spider-Woman shakily pushed herself to her feet and pushed her remaining aura throughout her body to soothe her aching muscles.

"Spider-Woman!"

The spandex-clad hero looked to her left to see Yang and the rest of the Beacon students run toward her. All their weapons were deployed and ready for a fight.

Spider-Woman held her hand up to stop them from moving any farther. "Stop! You have to get out of here!" She commanded. "Leave this to the professionals."

"We can't just do nothing!" Blake said while loading her weapon with dust-tipped rounds.

"She's right!" Pyrrha added. "We're Hunters in training at Beacon, we can help!"

The rest of the students nodded along with Pyrrha's words. Even Jaune, despite not being that strong yet, looked ready to fight. Weiss looked tired from the overuse of her Semblance but she was uninjured and could still fight.

Idiots, all of them! Foolish, reckless, brave, selfless, idiots!

Spider-Woman looked around and saw that most of the civilians have evacuated already. She could afford to fight without the risk of hurting anyone.

"Listen, I need you to leave! I can't go all out if I have to worry about protecting you!" Spider-Woman commanded.

"But we-" Jaune began before Spider-Woman cut him off.

"NO! I can't have you getting in my way! This isn't up for discussion! If you really want to help then get in touch with your teachers from Beacon. I'm sorry, but you're not ready for this."

Spider-Woman cracked her knuckles and flexed her muscles. "Now watch what happens when I get serious."

The concrete exploded beneath her heels as the masked hero lept into the air with incredible force, leaving the Beacon students behind.

Spider-Woman narrowly dodged a missile heading straight toward her. She shot a web line at the missile and threw it back to its sender who barely managed to dodge it. She spread her arms as her web wings unfolded from her costume and caught the air underneath her, causing her to glide through the air.

She bobbed and weaved through bullets and missiles as she was making her way to the villain.

The masked Faunus ejected a web bullet at the man, nailing him in the face and obstructing his vision. This stopped the barrage of bullets just long enough for her to reach the villain. The glider shook as it had to adjust to the added weight when Spider-Woman landed on it.

The superhero administered a devastating haymaker to the villain's face before shooting a web line and yanking his head down into her awaiting knee strike. An armored fist crashed into her face causing her aura to flare. She barely managed to twist out of the way of his saber that almost slashed into her neck.

The glider was spinning wildly from their combined attacks as well as the added weight. She would've surely been thrown off by now if it wasn't for her adhesive ability. Another kick to his solar plexus, followed by a two-handed strike to his face nearly knocked the villain off the glider. She could only assume that his boots were magnetic and powerful enough to keep him steady.

Spider-Woman barely managed to avoid a slash to the stomach, though the blade did cut open her costume and exposed her abdomen.

Her Spider-Sense flared and she prepared to dodge his next attack, but her Spider-Sense wasn't alerting her toward him, but rather danger right behind her.

She spun her head around right as the glider crashed into a window on the building that the villain had previously attacked. Shards of glass dug into what little remained of her aura and her costume was shredded even further. The villain grabbed her head and smashed her into the window causing the glass to shatter further.

Spider-Woman launched her elbow backward and caught the villain in his face which loosened his grip enough for her to duck under his arm and bring her fist down on the back of his head. His fist came around and backhanded her cheek right before his other fist blasted into her gut.

Spider-Woman lost concentration for a second and slipped off the glider and crashed into the hard concrete. Her head cracked into the ground and her vision became hazy.

"...dammit...my aura is practically gone...a few more strikes and I'm dead...how c-can I stop this guy?"

She rolled to the side just in time to avoid a barrage of bullets from creating multiple holes in her.

I need to get rid of that glider. It's his main form of transportation and it has lots of firepower.

Her Spider-Sense roared in her ear just in time for her to whip her head to the side to avoid a bomb that was thrown at her head. She ejected a web line at the bomb and pulled it back with all her might. Her aim was perfect but the countdown on the bomb wasn't as long as she was hoping. The explosive device detonated between the two and knocked them both back.

Spider-Woman's aura fizzled and died when she crashed into the concrete. There could be no more mistakes, one good hit and she was dead.

Maybe I should've taken up their offer for some help.

Deciding to take a risk, Spider-Woman closed her eyes and focused intently on her Spider-Sense. It was buzzing softly, awaiting instructions from its wielder. She calmly nudged her Spider-Sense forward to where the villain was. She waited patiently for it to locate the masked man.

She didn't have to wait long. One second later, her Spider-Sense buzzed louder in the direction he was located. Spider-Woman ejected a ball of webbing infused with ice dust directly at the villain's face. The pained yelp from the dust cloud indicated that her aim was perfect.

Now's my chance!

Spider-Woman focused on her Spider-Sense and ran forward to the villain. It wouldn't be long before he managed to remove all the ice from his mask so she had to act quickly.

She skidded to a stop right underneath the villain's glider and preceded to punch a hole in the bottom of the device. She whirled her hand around to grab as many wires as possible. Electricity flowed through her arm as the electric dust activated at her touch, though strangely enough, the electricity coursing through her veins didn't hurt her.

She tore her arm free from the glider and a torrent of smoke started bellowing out from the machine. Her vision was clouded briefly and her lungs filled with acrid smoke. She fell to her knees in a coughing fit and crawled away from the smoke cloud to get some fresh air.

Once her vision was cleared, she whipped her head around to see the villain losing control of his glider in the distance. The distance was much too far for her to reach and he was only getting farther.

"We'll meet again Spider-Woman!" He yelled in the distance.

Spider-Woman briefly considered chasing after the villain but her aura was completely drained and he was only getting farther away by the second. Instead, she just collapsed on her back and tried to catch her breath. Her world was still spinning and her ears were ringing. Every part of her body hurt, she was so tired that she could fall asleep where she was if she really wanted to.

"Spider-Woman?" Asked a familiar voice from her left. "Are you okay?"

Her head lolled to the side to see Jaune's concerned face above her. His sword and shield were tucked away on his belt. The rest of the Beacon students weren't far behind him.

"I'm great." She placed her arm over her eyes to block out the intense light from the sun. "Just resting." Spider-Woman took several slow deep breaths. She heard several footsteps approaching her and she didn't need to open her eyes to see who had arrived.

"Here, drink this." She opened her eyes to see Ren holding a bottle of water toward her. She didn't realize how thirsty she was until now, inhaling all that smoke must've dried out her throat. She grunted when she pushed herself up into a sitting position.

"T-Thank y-you," she said in a raspy voice. She gratefully accepted the water and pulled up her mask over her mouth and nose. She eagerly guzzled the bottle of water while taking a moment to rest.

Not too long later, a bullhead arrived at the scene with a loud roar of its engine. The boarding platform started extending before the giant vehicle had even touched the ground and multiple figures burst out of the machine, all armed and ready.

Spider-Woman pulled her mask over her mouth and shakily pushed herself to her feet. She needed to grab onto the wall to support herself. She clutched her aching abdomen and grunted through her teeth. Her healing factor would repair all the damage after a good night's rest, but until then, she just had to suck it up.

"Students!" Yelled a tall imposing woman with a long leather riding crop clutched in her fist. Spider-Woman could tell just by looking at her that this was a woman who she didn't want to mess with. "Is everyone uninjured?"

Everyone gave various degrees of acknowledgment. Weiss looked the worst by far, but that was only because she had drained her aura by holding up that balcony. Otherwise, she was completely uninjured.

A man with crazy green hair spoke up next. "Hmm, most peculiar, to think that there would be a terrorist attack today of all days. Some people are truly beyond redemption." His knuckles were turning white from how hard he was clutching his weapon.

Wait...Is that a thermos?

Spider-Woman didn't have time to dwell on it when a large rotund man decided to speak up. "Capital! You've done well today students. You managed to protect the civilians as well as deal with a major threat. I dare say you're moving up in the world."

Jaune raised his hand to interrupt. "Um, actu-"

"You did the right thing by alerting us students," Ozpin interrupted. "This certainly wasn't the ideal scenario, but you did what was necessary to protect as many people as possible."

Maybe I can slip away while they're distracted.

Spider-Woman tried to quietly slip away while the teachers were tending to their students. If she could just get to her clothes and change back into Ruby Rose then she would be home free.

"Actually, It was Spider-Woman who took care of the villain," Jaune said while pointing to her.

12 pairs of eyes all zeroed in on her. Spider-Woman froze like a deer in headlights, she didn't move a muscle, hoping that she would disappear if she stood still for long enough.

God decided that messing with her life was fun and didn't grant her that mercy. "Umm...hello." She raised her hand shyly and waved back. She silently hoped that a meteor would strike and dissipate the awkwardness. She was very grateful for the voice muffler in her mask, otherwise, Yang would've definitely recognized her voice. Yang was smart like that.

"Spider-Woman you say?" The large man asked while fingering his large mustache. "Capital!" He said with a happy smile. "You have our gratitude for protecting our students Spider-Woman."

She wasn't expecting that. She was expecting them to try to arrest her like every other huntsman. Not that she was complaining. She didn't think she could fight back right now anyway, without a drop of aura she wouldn't stand a chance against four highly trained Huntsmen.

"Yes indeed!" The green-haired man exclaimed before taking a sip from his thermos...Weapon? Who knows? He suddenly appeared in front of Spider-Woman before she could even blink. He grabbed her hand and started to shake it furiously. "Thank you Spider-Woman, we are forever in your debt.

The masked vigilante didn't know how to respond, so instead, she chuckled shyly and rubbed the back of her head. She was grateful that the mask hid her blushing face. "Hehehe, it was no sweat. Just doing my job."

The blond woman with the riding crop looked like she wanted to say something, but she remained silent when Ozpin approached the vigilante.

His cane tapped lightly on the ground with every step. Spider-Woman noticed that Ozpin didn't walk with a limp so she could only assume that his cane was either for aesthetic purposes or it was actually his weapon. She wouldn't be so foolish as to not keep her guard up regardless.

Ozpin regarded her with curiosity gleaming behind his crystal-clear spectacles. He wasn't going to get very far by just staring at her so he decided to speak up.

"I thank you for showing up when you did Spider-Woman. If not for you, then I fear what might've happened to my students and the innocents nearby." Ozpin bowed his head so it was just below Spider-Woman's. "If you are ever in need of a favor then please do not hesitate to come to me."

Spider-Woman was grateful that the mask hid her shocked expression. "Umm, yeah. It was no problem. I'm just glad that everyone is okay." She ran a hand down her face and sighed. "Now I have another psychopath to deal with. I thought that Roman would be my biggest problem. Now I have to deal with a green-flying maniac with enough firepower to arm a dozen soldiers."

The familiar buzzing sensation returned in her skull and she saw multiple police officers pull up to the scene. She had no idea what took them so long but now wasn't the time to dwell on such things.

"Anyway," she began. "The police don't particularly like me so I think I'll take my leave now." She raised her hand and prepared to leave. "See ya!"

Thwip!

Spider-Woman pulled herself away from the scene without looking back.


"I really need to stop hiding my clothes underneath dumpsters," Ruby complained to herself when she brought her clothes close to her nose and gagged at the terrible smell. She was going to take a nice long shower when she got home.

I should probably call Yang. She must be worried about me. I'll just have to make up an excuse to avoid going back there.

Ruby fished around the bottom of the dumpster before locating her scroll and dialing Yang's number. Before she could complete the call, her scroll started to ring and a picture of her and Yang appeared on the screen. She answered the call without a second thought.

"Wassup?" She said casually.

"Ruby!" Yang yelled into the scroll. Ruby pulled the offending device away from her ear to protect her sensitive hearing. "Are you okay?" She asked concerned. "Where are you?"

"I'm fine Yang," Ruby made to reassure her sister. "I was just helping some of the injured get to the hospital. Are you okay?"

"Y-Yeah, just a few scratches. It was touch and go for a moment there, but luckily Spider-Woman showed up and basically handled it all by herself."

You give yourself too little credit Yang. You saved lives today.

"Spider-Woman was there?!" Ruby feigned surprise. "Dammit, I wanted to meet her," she groaned in disappointment.

Yang chuckled on the other end of the call. "Maybe next time Rubes. Anyway, I don't think you need to come back. We need to make a few statements for the police and then we're heading back."

Well, that makes my life easier.

"Ok then. What about the others, is everyone else okay?" Ruby already knew the answer to that question but she didn't want to come across as heartless.

"Yeah, everyone is good. Weiss lost most of her aura due to her overusing her Semblance but she didn't take a single hit."

Lucky Weiss, I lost every drop of my aura and I got the crap beaten out of me.

"Also, your boyfriend made it out okay too," Yang said with a teasing voice.

Ruby was grateful that Yang couldn't see her face, as it had just flushed a deep red. "H-He's not my b-boyfriend!" Ruby yelped into the scroll.

Yang, the big meanie, burst out laughing at her sister's suffering. Ruby really wanted to just hang up and forget about this conversation.

Ruby pouted when her sister continued laughing for a good 15 seconds. Ruby almost hung up before her sister continued to speak. "Y-You're way too fun to tease. But seriously, I'm glad you're okay." Ruby heard Yang groan like she remembered something. "Ugh...Dad will definitely find out about this and knowing him, he'll drop everything and rush over here and embarrass me in front of everyone just to make sure I'm okay."

Yeah...That sounds like something he'd do. Ruby preferred to have an overprotective father rather than one who didn't care at all.

"Y-Yeah...speaking of which," Ruby began. "Could you possibly keep me out of that story? I'd rather be spared of his coddling."

"Hmm..." Yang sounded like she was thinking. "Meh, sure. But you owe me."

Ruby sighed with relief. "Thanks, Yang. You're the best."

"Yeah, I know. I'll see ya around."

"Bye Yang."

Ruby ended the call with a sigh. This secret identity thing was starting to stress her out. She hated lying to her sister but she didn't want to put her at risk. She was already putting a massive target on her back by simply being Spider-Woman, if she knew the truth then she would definitely either tell her to stop or she would try to get more involved to help her.

Ruby sniffed her clothes once more and gagged at the terrible smell. She really didn't want to get into filthy clothes right now.

I guess I could just swing home. I can sneak through my window with no problem.

After a moment of debate, Ruby stuffed her clothes into her backpack and slipped her mask over her mouth. Swinging home would be much easier right now. She wanted nothing more than to curl up with a nice blanket and a warm cookie but she would just have to suck it up for now.

Spider-Woman bounded into the sky and ejected a line of sticky spider silk to a random building and made her way home.


Yang was very very tired.

Not physically speaking. She hadn't taken any hits to her aura and hadn't thrown a single punch today. She had helped trapped civilians escape by lifting heavy chunks of rubble, but apart from that, she didn't do anything to warrant physical exhaustion.

Yang was mentally tired. After being at the center of a terrorist attack, watching several innocents get hurt, and seeing Spider-Woman nearly get killed, Yang could safely say that she experienced enough excitement for one day.

There were casualties. Of course, there were. It had all happened so fast that it was inevitable a few wouldn't make it out. Yang didn't blame herself for the deaths or anything, she knew it wasn't her fault. There would always be people that were impossible to save.

She was very grateful that Spider-Woman showed up when she did, there would undoubtedly have been more casualties if she hadn't been there. Yang might've even been one of them. The villain was so powerful, so merciless, so deadly. He could go toe-to-toe with Spider-Woman, who could catch a bus with her bare hands. Yang knew that she didn't stand a chance.

This would make the news in about 30 minutes and it would be the talk of Vale by tomorrow morning. There were cameras that captured everything that went down today. The police couldn't spin this in their favor or give credit to someone else. Also, Yang spotted Lisa Lavender among the news crews. She was very good at her job, there was no way that Spider-Woman would be absent from the news reports.

Her footsteps thundered on the metal boarding platform as she made her way on the bullhead that would take them back to Beacon. Weiss' arm was slung over Penny's shoulder to provide extra support when ascending the bullhead. Weiss had worked harder than any of them today, she deserved to rest more than any of them.

Yang sagged into her seat and let out a breath she didn't know she was holding. Dr. Ooblec k offered her an ice-cold bottle of water that she gratefully accepted. She took small sips to savor its refreshing taste rather than drink the entire thing at once.

"What a day," Jaune murmured as he dropped into his seat, also accepting a bottle from Dr. Oobleck. Unlike Yang, Jaune greedily took massive gulps from the bottle rather than savor the taste.

"You should take pride in your work today, students," Glynda praised. "Innocents will get to see their families again due to your actions."

That made Yang feel a little better at least. This was what she had been training for all her life and her hard work paid off today.

Pride filled each and every one of them at their instructor's words and small smiles colored their faces.

The boarding platform rolled back into the bullhead and the dust-powered engine roared to life.

"Now students," Ozpin began. "Would you mind informing us of what transpired today?" They all had given their side of the story to the police already but they would also need to tell their instructors.

Yang opened her mouth to answer before Jaune beat her to it. "Well," he began. "We were all listening to the music at the festival before Blake noticed some strange man flying through the air." Ozpin turned to Blake for confirmation and got a nod in response. "We all thought it was part of the festival before he started throwing bombs around."

Ozpin kept quiet, not wanting to interrupt Jaune's story.

"Blake, Ren, and Weiss went to help some civilians who were trapped on a collapsing balcony while the rest of us tried to deal with the villain."

Weiss decided to chime in to provide more detail to the story. "I used my Semblance to stop the balcony from collapsing while Blake and Ren went in to bring everyone down safely."

Weiss grimaced, remembering how hard it was supporting that entire balcony by herself.

"My Semblance didn't hold for long, my aura broke and the balcony started to collapse. Everyone else would've died if Spider-Woman hadn't shown up to help."

Ren decided to speak up. "Spider-Woman used her webs to anchor the balcony to the building, which gave us enough time to get everyone out."

Dr. Oobleck scratched his chin in thought. "I always knew that her webbing was strong but I never knew it would be capable of supporting that much weight. Spider faunus are already incredibly rare and organic webbing among spider faunus is even rarer. She must've hit the genetic lottery in that regard."

Dr. Oobleck reached into his bag and pulled out a clump of sticky spider silk. "I managed to obtain a sample of the substance in question. Her webbing is known to dissolve after a week so I don't have long to study this sample."

"Please continue," Ozpin requested.

"There's not much more to it," Jaune admitted. "Pyrrha and Penny tried to shoot down the villain but Spider-Woman showed up and took care of it herself. Although she took a massive beating in the process.

None of them wanted to admit it, but they were all terrified of facing the masked man. Someone who was on par with Spider-Woman was not someone anyone should mess with.

"Are you sure there's nothing else worth mentioning?" Glynda asked. "Leave nothing out of your story."

Jaune shook his head. "Nothing worth mentioning, no."

"Actually…" Yang interrupted causing everyone to gaze toward her. "Ruby was there also, but she didn't bring her weapon so she focused on helping the injured rather than fighting."

Ozpin took a sip from his thermos. "Ahh, I see. So where is Ms. Rose now?"

"She was helping some injured to the hospital. She didn't even see the fight happen," Yang confirmed.

Ozpin leaned back in his seat and took a long deep breath. "I'm glad to hear that she's in good health. You deserve a long rest tomorrow, you are excused from lessons until Tuesday."

Despite the day off they were given, everyone knew that they would be using that time to train.

God knew they needed it.


AN: Sorry for the longer than usual wait. I was celebrating the holidays with my family and took a break.

I was proud of this chapter when I wrote it but now I'm not too sure. I guess I'll leave it up to you to decide. Whatever.

Hope you guys like this story. I love reading all your reviews.

Anyway... Stay tuned.