Coverart Courtesy to - JetXPegasus

Rated T for Young Audiences, Violence, Bits of profanity, References to Music and epic battles of kicking villain's butt!

Darkness.

A force of pure evil that has no name. It exists in the shadows, feeding off the despair and grief that is left behind in its wake. The darkness seeps through the cracks between doors, creeping into rooms and stealing light like a thief in the night. And yet the darkness always manages to take hold of something more precious than all of this. Like a child, who clings desperately for their parents even when they are gone. A husband and wife who are lost within the endless void, searching for each other amidst the vast expanse of eternity with nothing but hope as their only guiding ray.

The darkness was always here, and it will be here until the world itself ends. But not forever. No, not forever. Because eventually, the darkness disappears by its greatest nemesis: light. Light was always here, always there. And it alone embodies the essence of many things—hope, courage, compassion, love, joy. Even if the darkness tries to spread despair and terror wherever it goes, the light will overcome.

Those who harbor darkness in themselves and allow it to flower in their hearts, those who do not try to destroy the darkness inside them, the ones who seek to embrace their dark side instead of rejecting it, they are the ones destined to become the greatest villains.

As for those who fully embrace the light, those who stand firm against the darkness and fight it's inevitable rise to power every moment of every day, they were also destined for greatness. Those born with true light burning within their souls would be ones that everyone cry in one word upon seeing: hero.

Heroes are those who don't seek fame or attention, who don't seek glory or power. In fact, they prefer the opposite. They are the ones who live by protecting the lives of innocents and ward away evil's influence. Heroes are the ones that protect those in need of protection and help those who need assistance. And when given the greatest of power, great things will occur in one's life, and their shoulders are weighed down with great responsibility.

(RWBY)

Power & Responsibility I: The Spider Bite

"My theory about why people like superheroes is that when we were kids, we all loved to read fairy tales. Fairy tales are all about things bigger than life: Giants, witches, trolls, dinosaurs and dragons and all sorts of imaginative things. Then you get a little bit older and you stop reading fairy tales, but you don't ever outgrow your love of them."

- Stan Lee

(RWBY)

The city of Vale's natural splendor was beautiful to look at. From the air, it was a stunning sight. Said city is divided into multiple sectors, having an upper-class district, a commercial district, an industrial district, an agricultural district and a residential district. Apartments dotted up the streets of different sections of the city. A few shops, restaurants, coffeehouses, cafés, bars and even book stores lined up on the streets like dominoes.

Humans and Faunus alike were milling about the busy sidewalks. Children played in the small parks nearby. Adults walked around with purposeful steps that didn't need any other excuse to go somewhere. They were either heading for some event or going home to enjoy the peace and quiet they had. Trucks rumbled along the roads on their way to various destinations. Cars drove down Vale's streets, as well as its many side streets. It was an ordinary day for everyone.

A yellow car made its way through town.

An elderly man named Ben Parker, smiled warmly and whistled cheerfully as he drove his new car through the town, on the north side of Vale. He wore a brown coat over a white button down shirt. His brown jeans hugged his shapely legs perfectly. His shoes were brown leather loafers that had seen better days, but still looked like they had been recently polished. Wrinkles framed his chocolate eyes and his thinning gray hair was combed back, just like it always had been when he was thirty. Cat ears stuck out from either side of his head and they twitched occasionally in time with his humming.

It was a beautiful morning in April, and the road before him was nice: smooth concrete and clear. Not a single pothole was to be found. The sun shone brightly, and there were no clouds in the sky. Ben Parker was a forty-two year old operation manager of the non-profit organization called F.E.A.S.T. Yesterday he had come to Vale with his wife and nephew to move into their apartment—as a beginning to their new lives together. Moving into the city of Vale had actually been his wife's idea; for weeks May had filled his ear about the wonderful High-school of Vale, and how good it would be for Peter to go there.

Seated beside him, Peter Parker adjusted his glasses as he gazed out the window at the apartments lining the street. He turned to glance towards the driver. Ben Parker was driving the car with ease and skill. His face, despite being mostly gray hair, was animated. As he drove, he hummed to himself, tapping his fingers on the steering wheel.

"So Peter, are you excited to start your first day in your new school?" Ben asked, turning his head to regard his nephew in the passenger seat. Peter glanced over at him.

"Hmm? Oh yeah, I am Uncle Ben." Peter said, nodding in agreement. "It might be a little nerve wracking, though, but I think it will be okay."

"Oh, really? That's great, Peter." Ben smiled at his nephew once again. "Now, I know it must be hard having to leave our old home. But I can assure you that once you spend more time in Vale, everything will become very familiar. We will get used to living here," he chuckled slightly. "After all, you can't deny that Vale is quite a sight to behold!"

Peter nodded and hummed in response. He then looked back out the window. "Well, I do like the place. It seems pretty peaceful here." Peter added thoughtfully. He then looked over to his uncle, "So this school I'm transferring to… it won't be too bad like the last one, right?"

"I hope not Peter, I hope not." Ben sighed and shook his head. "But we don't know what to expect, so there's nothing else to do than prepare for anything and expect the unexpected. You remember our family motto?"

'No matter the difficulty, the journey is worth it.'

Peter remembered the motto, and smiled. It reminded him of something his mother used to say.

"Yeah." Peter nodded. "I do."

They continued driving in silence. After a few minutes they reached their destination. Ben parked the car outside of the school building.

"Okay! We're here!" Ben announced, looking out the front windshield and smiling brightly at Peter. "You ready Peter?"

Peter smiled nervously and replied, "Sure am."

Peter opened the door and hopped out of the car, stretching his legs. His backpack strapped to his right shoulder blade. He closed the door behind him before turning to meet his uncle's gaze.

"Have fun Peter, I'll pick you up after school." Ben said, giving his nephew a thumbs up before putting the car in reverse and driving away. Peter watched the vehicle get smaller until it disappeared from view.

Peter sighed softly. "Well, here we go." He muttered. He turned to face the school and started towards the main entrance.

Once he stepped inside, he looked around. He stood in the center of a corridor with two long pathways on each side. The hallway walls and ceiling were painted white, with large windows on both sides of said walls. He turned to his right and began walking down the hall. He looked at a sign at the end of the corridor reading 'Room 7 – Classroom 4' and headed in the direction it indicated. He passed by three doors along the way, which he assumed were classrooms. One of the doors was open, but a woman's voice could be heard coming from within. Curious, Peter peeked into the room.

Inside was a classroom packed with students. Most of them were sitting on desks while they conversed or discussed whatever subjects caught their attention in class time. One girl student sat alone near the front, writing on a notebook furiously. Three girls giggled with one another nearby, laughing as they talked and joked with each other. An older lady with glasses stood next to her desk watching over all of them. She could be the teacher, as far as Peter could tell.

Her blonde hair was tied into a bun. She wore glasses, a light cyan sweater, and blue jeans. There were bags under her eyes that suggested she had stayed up late doing paperwork. She turned her head and her eyes met Peters. In return, she gave Peter a slight smile.

"Peter Parker, I presume?" She stated matter of factly. Her accent was strong, but not thick enough for Peter to be able to make out any words beyond that. She seemed to have expected Peter's response and waited expectantly.

After a moment, Peter responded, "Yes ma'am." He said politely. The woman's smile widened.

"Well, are you going to continue standing there or are you planning to enter the room, Mr Parker?" The woman asked. With that, Peter moved on into the classroom and stood next to her. The teacher cleared her throat, grabbing every student's attention. Everyone turned their heads to stare at Peter and his teacher. "Hello class. Please, take note of my name. I am Ms. Jane Foster, your new teacher today. Now before we begin we have a new student joining us. This young man has recently moved into Vale." Ms. Foster gestured to Peter. "Go ahead Parker - introduce yourself."

Peter glanced around the room. Every student was staring at him with curious gazes. He cleared his throat and introduced himself once again in a polite tone. "Uh, Hello. I'm Peter—Peter Parker." He smiled awkwardly and waved. Some of the girls giggled and others frowned slightly while shaking their heads disapprovingly.

"Go ahead and take your seat, Parker." Ms. Foster motioned toward the empty desk in the back corner of the classroom. Peter nodded his thanks and made his way over towards his designated seat. He quickly took off his backpack and placed it next to his feet.

As Peter settled into his assigned seat, he looked from the corner of his eye and saw a hand stretched out in his direction. Turning his head, he faced a tall boy with orange hair and a wide grin.

The boy extended his hand. "Hi. I'm Harry Osborn, but my friends called me Harry. At least they would if I had any." He chuckled. "It's great to meet you."

Peter's eyes darted from his hand—to Harry's face before he shook his hand briefly. "Nice to meet you too." He answered.

Harry grinned again, and his hand returned to his lap. "Let's talk after class, alright?"

Peter nodded. "Sure. Sounds good."

Class went on like a blur. Peter listened attentively as Ms. Foster spoke and explained things that they would need to learn from textbooks and books of all sizes. History, chemistry, physics, and some biology was also listed.

Peter spends most of his time through class writing down details about the topics in his notes. He jotted down important facts such as Aura and how it is the manifestation of one's soul. It can also be used for a wide range of abilities, specific abilities and their strengths differ from individual to individual and are dependent on a number of factors, such as experience, training and innate skill. Predominantly it is used for protection from harm. Some people develop an active power called a Semblance.

Peter tapped his pencil against his chin. "An Active Semblance? Huh. Interesting." He scribbled something else down and erased it before continuing to write again. Peter had to admit, he was interested by all of this information and was now taking it in.

He may not have heard of Aura but he is certainly familiar with Huntsmen and Huntresses: how they are licensed elite warriors dedicated to slaying the Creatures of Grimm and whose duty is to "uphold the peace" of the world. From what he heard from his Ms. Foster, in the Great War's conclusion on the island of Vytal, the occupation of Huntsman was created alongside the Huntsman academies. These academies were charged to train the elite warriors whose role was to safeguard mankind's future.

Peter hummed slightly as he recalled something his mother told him when he was a kid. His mother would tell him tales of a Huntsman that used to protect his family and everyone in town from the Grimm. His strength and speed was legendary. His weapon was a force that no person or creature could defeat. No one knew the truth behind his identity. He was highly praised and idolized, and everyone wanted to catch a glimpse of him. However, one day he left the town and went off to another mission, never to return. The people of Vale mourned for him deeply. But eventually, life resumed normalcy. A new era of peace and prosperity began and he remained a legend; however, to this day—no one knew what happened to him.

By the time the bell rings, Peter closes his notebook and stands up. He shoves said notebook in his backpack then grabs the strap and makes his way out of the classroom. It didn't take long for him to find the cafeteria where upon reaching it, he scanned the crowd to see that all the students were congregated. They were crowded together in groups and conversations could be heard amongst each other. Students were talking and laughing while eating.

"Yo, Peter!"

Peter's head snapped in the direction of the shout. He spotted his fellow classmate, Harry Osborn. Sitting on an empty mobile table with two trays full of food in front of him and a large smile plastered across his features. The same smile that Peter had seen earlier. Harry motioned to a spot next to him on the table.

Peter walked over and took a seat beside the curly haired boy.

"So you're the new guy." Harry stated with a smirk. "Thought I do you a favor and start off your day with a sandwich and some milk. My mom always says you gotta get your energy out somehow, right?"

Peter stared down at his tray of food and took in its appearance. The sandwich had been cut into triangles and placed next to a slice of bread. Right hand grabbed the first sandwich and bit into it. The bread tasted delicious and the cheese inside melted on Peter's tongue. The sandwich was followed by pieces of pickles, mustard and ham. He took a second bite before speaking to Harry. "Thanks."

"No problemo." He gives Peter a thumbs up before he too begineating his own meal. For a few moments, the pair ate in silence before Hary broke it. "So, do you do any stuff outside of school?" He asked Peter.

"No." Peter replied with a shrug of his shoulders. "Not really. What about you?"

Harry shrugged his shoulders. "Same thing. Just hanging out here, mostly."

"You like playing video games?"

"Yeah, sure. Tons." Harry replied with a laugh. "I even have Grimm showdown Redux back at home."

Peter grinned. "Cool." He said simply.

Harry chews down on another piece of sandwich. After swallowing, he speaks again, "Not much of a talker, eh Pete?"

"Sorry?" Peter said, confused by the question.

Harry chuckles lightly, "Well, I couldn't help but notice how quiet you are. And don't worry, I'm not trying to make fun of you or anything. I mean, if someone who isn't very sociable talks to a total stranger, it would probably seem awkward as well." He smiles softly. "But hey, baby-steps, right? That's what my mom used to say."

Peter glanced to the ground. Rubbing his hand to the back of his nape. "I uh…guess I don't have much to say."

Harry gave him a reassuring smile. "It's okay, that's fair. Not everyone finds it easy making friends." He takes a sip of his milk. "But I like to be your friend, you know?"

Peter glanced at Harry. "Really?"

Harry laughed brightly. "Of course!" He leaned back in his chair and rested his hands behind his head. "And plus, we've already shared our names so there's that as well. So let's just call each other friends, yeah?"

Before Peter could reply, his world turned yellow followed by a wet splat. He opened his eyes and flexed his nostrils to catch the scent of eggs and bacon. Looking down, he saw that he was covered in eggs. Slowly, he brought a tentative finger to his fingers. The tips were stained with a mixture of both white and yolk. He frowned when he heard laughter around him. He looked up only to catch sight of several laughing boys sitting on the nearby benches.

"You must've gotten your egg mixed with your plate mate." One of them said with a chuckle.

Peter glared at him. The boys laughed harder. "What, did you just look for a fork to try and get it off yourself?" Another one snickered.

"Ignore them Peter," Harry said. "They aren't worth it."

Peter glanced at him in surprise. Harry was watching him with kind eyes. "You know them?"

"Oh yeah." He replied with a nod. "Everyone in this school knows them." He pointed at a tall balding chubby young man who wore a black t-shirt, short blue jeans, and converse sneakers. A big smirk played on his lips as he watched the scene before him unfold, leaning back in his chair.

"Let me introduce you to the two wolves of this school: Kenny McFarlane, the popular jock, but everyone here calls him Kong, and his childhood friend Flash Thompson, he's another jock and the popular player of the basketball team." Harry explained. "I highly recommend that you steer clear from them though. They have a history of picking on new students like us—and most importantly—you."

Peter raised a brow. "Have they picked on you?"

Harry nodded his head. "Yup. But I don't let their insults deter me. At the end of the day though," he continued. "They're just that: noise. I can easily ignore and tune them out whenever we walk past each other. Or when we are walking through the hallways." He adds, smiling proudly. "They don't bother me."

"Are you sure?" Peter asks doubtfully.

Harry shrugs his shoulders. "Positive."

A Few days later

Inside every pillar glass tube, thousands of spiders crawled around their webs. Each thread was attached to a branch that was connected to the ceiling, floor and walls of a massive underground structure. Spider silk was woven between the trees and branches, weaving them together. Each of the arachnids crawled along their web until they reached a certain section of the ceiling and began pulling themselves onto it. Some spiders crawled towards specific places, searching for prey that resided within.

Other enclosures have different spiders living in different habitats, searching for their particular target to eat. Many spiders in the enclosures were small while others were unsettlingly big—the size of a man's palm. Some of them sat patiently in their webs, waiting for a snack that was going to come soon enough.

A group of students stared at the view from one of the observation windows. While they were understandably creeped out by how many spiders they can see from a single window, Peter on the other hand was enthralled. He found his place within the room: his back pressed against the wall with a book held in his hands. He listened attentively to their guide as she explained to them all.

"There are over 32,000 known species of spider in the world. They're in the order Araneae, divided into three suborders." She gestured to the display before her. "Arachnids from all three groups possess varying strengths which help them in their constant search for food. For example, the Delena spider, family Sparassidae, has the ability to jump to catch its prey."

Peter brought his camera up and snapped a picture of the Delena spider in question before continuing to follow what the guide said. It didn't take long for her to move away and allow the class to move to different sections of the building.

Before Peter could snap a picture at one of the spiders, the female guide raised a brow at him.

"For the school paper?" He offered sheepishly. The woman merely nodded her head and continued.

"Next, we have the net web spider, family Filistatidae genus Kukulcania. It spins an intricate funnel shaped web whose strands have a tensile strength proportionately equal to the type of high tension wire."

Peter raised his camera and quickly snapped the photo of one of the nets in front of him. Before he could take another picture, something flicked his ear and he whirled around to find Flash Thompson smirking at him. A brunette short hair girl with glasses saw this and frowned at Flash disapprovingly.

"Leave him alone." She told him sternly, giving him a sharp glare.

Flash rolled his eyes, unfazed by the girl. "Or what?" He says with a cocky grin. "You gonna give me a good telling off? Because I don't care. I don't need to listen to some spoiled brat anyway."

"What is going on here?"

Three of them turned to see their teacher, Mr. Harrington standing behind him. His eyes narrowed and he crossed his arms. He was an albino lion Faunus who wore an emerald green buttoned shirt, dark gray pants, brown leather shoes, and a green tie with golden lettering. His chocolate eyes bore angrily at Flash and Kong.

"The next person who talks will fail this course. I kid you not." He adds menacingly.

"Yes sir. Sorry Sir." Flash apologized quickly.

Mr. Harrington gave them all a once over then sighed in annoyance. "Let's go."

The female guide walked along the glass enclosures with Peter and the students following closely after her.

"This grass spider hunts using reflexes with nerve-conduction velocity so fast that some researchers believe it almost borders on precognition; an imminent awareness of danger a spider-sense." She explained. The students listened carefully and kept their attention forward.

Peter and Harry followed close behind the group. Peter turned to Harry and leaned in.

"You were not kidding, those guys are jerks." Peter commented in a hushed tone.

Harry nodded his head "Tell me something I don't know." He pointed to a spider in the glass. "Hey, look at that spider."

Peter looked at said spider. "Some spiders change colors to blend into their environment. It's a defense mechanism." He stated matter of factly. Harry chuckled at Peter's explanation, causing him to raise a brow at him.

"What's so funny?"

"Peter, what makes you think I'd want to know that?"

Peter blinked. "Who wouldn't?"

The class moved along, the pair trailing after them. As Peter continued to observe his surroundings, his eyes landed on a blond hair girl.

Her electric blue eyes were trained on the spiders surrounding her, her expression unreadable to Peter. She seemed to be studying the creatures intently, her gaze never wavering as she took in everything she could see. Mascara rimmed her eyes, making her appear more mature yet still childish. She wore a black square neck shirt with dark red jeans, and black leather boots. Golden bracelets wrapped around both wrists. Her blonde hair was pulled back in a simple ponytail with two purple butterfly clips keeping her hair in place.

The girl was looking at the spider that Peter had snapped a picture at. It dawned on Peter when he realized he's been staring at her for longer than usual. Peter blushed slightly and quickly averted his gaze. Harry noticed this too, noticing Peter's reddening face immediately.

He grinned at him.

"She's gorgeous, isn't she?" Harry commented casually, not taking his eyes off her.

Peter glanced at him nervously then returned to observing the girl.

"Yeah… Yeah, she is." Peter agreed softly. "Who is she?"

"Gwen Stacy." Harry answered simply. "She goes to our class. She's a smart cookie, I tell ya. You should go talk to her."

Peter whirled around again, now facing Harry completely. "What? No way!" Peter denied vehemently. "Why would I do that? I mean, why would she want to speak to someone like me?"

"Come on man. Stop with your self deprecating crap, you'll be fine." Harry assured him. Peter opened his mouth to protest but was interrupted by the female guide's voice.

"Transfer RNA to encode an entirely new genome combining the genetic information from all three into these fifteen genetically designed super-spiders." The lady stated as she displayed images of spiders crawling around various different structures.

Gwen blinked rapidly and pointed at one particular glass. "There's fourteen." She noted.

The female guide turned her head at Gwen. Her brow arched up.

"I beg your pardon? One's missing." She said in confusion.

"Yeah." Gwen nodded.

The female guide peered close into the glass enclosures where the spiders lived. Did a head count to confirm the girl's observation; and sure enough, there were indeed only fourteen spiders present in the enclosure. Her heart dropped slightly. That couldn't be right; that shouldn't be possible. She searched around the glass cases and looked for any sign that would reveal where the fifteenth spider could have gone; even looking up into the ceiling if it were there. It wasn't there.

"Oh no." She whispered, her eyes widening in horror. "No, no, no, no! No, no!" She repeated frantically, a knee jerk reaction but she immediately caught herself and calmed down.

"Is everything alright?" Gwen asked suddenly.

The lady paused, startled by her sudden presence. Then, shaking her head slowly, she forced a smile onto her face.

"Everything's fine," She replied calmly. Gwen furrowed her brow as she studied the lady's face; searching for any signs of deception. "I guess the researchers are working on that one. If you'll excuse me I need to take care of something, I promise I'll be back. In the meantime you can take a look around if you want."

The female guide hurriedly started past Gwen and the students towards a corner of the room. She hid within the shadows, out of sight of everyone else while reaching into the pocket of her lab coat. Pulling out her phone, she scrolled through various messages until she reached the right number then pressed call. After a few rings, an unfamiliar male voice came out over the line.

"Hello?" He questioned, sounding confused.

"Hi. This is Doctor Elizabeth Taylor. I called because….we have a problem."

"What kind of problem?" He inquired warily.

Elizabeth closed her eyes momentarily before answering:

"Specimen sixty-six is missing."

The line went silent for a moment until the male's reply sounded; clear shock evident in his voice.

"Sixty-six?"

Elizabeth nodded grimly. "Yes."

"Our specimen?" He inquired.

"…yes."

Peter exits the bathroom stall and starts towards the sink. He stares at himself in the mirror, examining his reflection closely. From the corner of his eye the door next to the stall Peter exited swung open. He turned and saw a young man walking to the sink next to his. He was a tall young man with fair skin, blond hair and dark-blue eyes. He was quite toned too, having strong muscles in his arms, shoulders, and upper chest.

He wore a black short-sleeved hoodie with detached reddish-orange sleeves. Covering said hoodie is a white diamond-shaped chest plate cut off above his lower abdomen, and a pair of white spaulders with rerebraces set under them were placed over his shoulders. Below, he wears blue jeans with a white patch placed on the left knee and black sneakers. Elbow guards with cords strung through them were firmly strapped and he wore black high tops.

Two belts criss-crossing his waist, both different shades of brown, with a pair of small pouches on them. He also wore brown wrist-length gloves with exposed fingertips and small metal plates over the back. His sword is strapped to his left hip in a sheath that doubles as a collapsible shield.

But all that the young man wore was not what made Peter freeze and stare. The young man felt Peter's gaze and he too turned his head to stare back at him. A sense of recognition swept over Peter as they stared at each other.

"You…" Peter whispered quietly.

"You…" The young man responded equally quietly.

They just stood frozen for several moments.

Then, almost simultaneously, both broke out gasping in shock at the same time.

"Peter?" The young man questioned, blinking rapidly as the realization settled into his mind. His breath hitched slightly when he saw the recognition on Peter's eyes.

"Jaune?" Peter replied in astonishment, disbelief etched all over his face.

Jaune smiled widely and chuckled happily as he ran over to Peter. Wrapping his arms around Peter's frame in joy he exclaimed: "It is you, it's really you! I knew it!"

Peter laughed and hugged Jaune back tightly. The boys laughed together, pulling away and looking each other up and down. They both sighed contentedly.

"It's so good to see you, Peter." Jaune breathed deeply.

Peter nodded vigorously. "Same here."

"What are you doing here?" Jaune asked curiously.

"I was gonna ask you the same thing." Peter responded honestly. He gazed at Jaune's appearance and arched a brow. "What's with the getup?"

"Oh this?" Jaune scratched the side of his cheek sheepishly as a blush crept across his face. He then gave Peter a mischievous grin. "Well, you are looking at the future's next amazingly handsome huntsman: Jaune Arc. Short, sweet, rolls off the tongue, ladies love it!"

Peter snickered at Jaune's ridiculous introduction. "Do they?" He questioned amusedly, grinning.

"They will! Well, I hope they will…" Jaune trailed off thoughtfully, scratching his cheek. "Man… time really does fly doesn't it? I haven't seen you since…"

"Since my parents died…" Peter finished for him sadly.

Jaune stared at Peter sympathetically. He nodded slowly in agreement. "Yeah…"

They fell into another silence; Peter staring blankly down at the floor as memories flooded his mind. Memories of times spent laughing, talking, hanging out with his parents. Memories of moments shared with them; especially those with his mother and father.

Peter slowly looked up at Jaune, opening his mouth to say something but caught his breath sharply. He stared wide eyed. Not at Jaune, no.

Something was staring deeply into Peter's eyes from the right corner of the wall. A big creature sticks close to the corner of said wall, its jet black rigid cuticle shining in the light. Its eight soulless black eyes fixated directly upon him; unblinking and staring at Peter. Peter's blood ran cold as his eyes lowered and saw the creature's fangs glint menacingly in the bathroom's light. His heart started to race erratically. The creature's eight legs twitched restlessly as it crouched ever so slightly.

"Jaune!" Peter screamed, his hand shooting up, pushing the blonde away.

"Huh—Wah!" Jaune grunted in surprise and stumbled backwards, falling flat on his rump.

The spider leaped in the air. Followed by a low hiss that reverberated Peter's bones. Peter couldn't react fast enough; the spider leaped at his shoulder blade without warning. It's cold skin rushed along Peter's body by contact, freezing him to the bone. His eyes grew large when he felt an explosion of pain from the side of his neck, accompanied by a burning heat. His eyes darted to the source to find the Spider's fangs embedded themselves deep into his flesh. It bit him. The Spider bit him!

Peter screamed loudly; feeling the sharp, searing bite on his throat. Blood dripped steadily down from the wound. Instantly the arachnid released its hold on him and Peter collapsed to his knees; gasping loudly as he clutched his throat with his bloody hands. He can feel the hot blood flowing freely between his fingers.

Tears formed at the corners of Peter's eyes. His entire body shook violently as he struggled to breathe. Tears began to slide down his cheeks uncontrollably as the pain grew intense.

"Peter!" Jaune exclaimed in panic, grabbing the boy by the shoulders and shaking him gently, trying to pull him away from the Spider.

Peter felt his body collapse and it seemed to be happening slowly. He had plenty of time to feel the world beginning to roll around him, but he didn't have any energy to do anything and saw the cyan floor rush up to strike him in the face. In his last fleeting moments of consciousness Peter saw the bathroom door swung open and watched as a group of people entered the room. Their yells and Jaune's calls faded into the distance. His eyes rolled across the Spider behind the group's feet as it crawled towards a vent from the ceiling and disappeared within.

Peter's world faded away into darkness.

Next Chapter - Power & Responsibility II: Big Change

A/N: Thank you so much for reading, my little shimmerings! Please let me know your thoughts/reviews if you enjoyed this chapter! This is my take if Peter Parker/Spider-Man, ever lived in the world of Remnant. I'll be writing the epic battles between fights as always, character interaction, etc. This will be based on the show of RWBY and the rest of the volumes when the story progresses with more published chapters.

Here's a few interesting things to know in this Rwby Spidervers. For one, both Uncle Ben and Aunt May are Faunus. But Peter Parker is still human, just as he was in all comics, movies, shows, and video games. This Peter Parker in the Rwby universe is a combination and inspiration of Earth-1610 and Earth-616. Both Parker's combined into one. That's all I have to say for now, so, see you all in the next chapter!