RWBY: The Worlds of Arc

by The Timeless Writer

Team RWBY and the other three members of Team JNPR, get transported to another realm of reality to see versions of their blonde friend Jaune, they see worlds as him as a Hero, Villain, Anti Hero, Merc for Hire, King, Saiyan and many others. How will they react to the worlds they see?

67. Spider-Man PS4 Part 11

ZeroTheOne: Soon, soon enough...

Nemonobody001: Thanks

Pokemonmasterfire: I'm glad you're excited for it. So here it is

Dungeon Wyrm: I'll be doing the rest of the Clone Wars for the sequel. Not sure if I'll cover any more Detroit. It's just a one off.

Marcoantoniolopesgil4: For the sequel.

XXX777: I will.

Lorhob09: It'll be quite the shocking revelation for the audience.

Steelrain66: I'll be sure to give it a look.

Zero: No problem.

Mikellconnde: I might explain the backstories, but not the literal creation.

SPARTAN-626: I agree with you there.

Kamen Rider Sentry: I have thought about doing a Jaune 10 story before.

Alexdel27: Hopefully I can publish something within that time frame.

Maximum Rhapsody: Don't worry, I fully intend to cover both of those fights. That is a good thought with Ozpin.

Chuck B. Winanaki: View's reaction towards Ghostfreak is only because he knows what happens with him later on. Well, I didn't introduce Neptune as a part of the group. Might do in the sequel. It'll definitely be a hell of a reaction.

DiedWithRedemption: I actually would consider doing it. Just need to think of who would be Lois and the rest. I also need to properly watch the series. I might do the rest for the sequel.

Omarnosian10: I know, I get it. As for the members of the Six, you have at least four out of six right.

Michael Warfstache: I haven't chosen who Broly is going to be yet.

DiedWithRedemtion: I know I'm gonna do a few more from the classic series, but I don't think I'm doing the future series. Nothing against them, it's just I only want to do Classic.

Adam Luck: Funny enough, you managed to get some of it right. I plan on doing ARC Troopers, but for the sequel.

---

"And now, back to the world of Spider-Man." View announces to everyone in the room while holding up the orb in his hand.

"Oh...right." Pyrrha said, frowning at the memory of how the last viewing ended, with her counterpart and Jaune's relationship becoming seemingly strained.

"I'll admit, I am a little confused as to why we are continuing with this world." Ironwood said.

"Yeah, I mean, Adam was captured and the Devil's Breath is secured." Tai said in agreement. "Can't really see what else there is."

"I assure you, Mr Xiao Long. There is still more to come." View said, his tone sounding a little more serious.

Ozpin could tell by the look on View that something important was bound to happen in this viewing. And a feeling within the old immortal gave him worry and dread.

"Well, isn't that ominous." Yang remarks, prompting Weiss to glare and lightly whack her by the side.

"Anyways, let's get to watching, shall we?" View says as everyone in the room took their seats and watched as the screen began running once more.

The screen opens with Jaune still looking over the city after his texting with Pyrrha when he suddenly got a call from Blake. "You did it, Taurus's off to The Raft, the Devil's Breath is safe with Sable... How do you feel?"

"How do I feel? How much time do you have?" Jaune mutters.

"Probably enough for the whole viewing." Qrow remarks, causing Tai to lightly jab at his side.

"Still, thanks to Jaune and Pyrrha, Adam won't be able to use the Devil's breath on anyone." Ruby thankfully said.

"Yeah, I only wish they could see that." Nora pouted, sad to see that their relationship took a huge hurdle.

Blake however was still a bit skeptical. "Still, there must be something going on for the viewing to continue like this."

Ren nodded in agreement. "Quite. There must be some unresolved issues going on."

"Guess we'll find out what it is." Velvet said.

"Not much. Heroics for you means paperwork for me. But I just wanted to say... good job." Blake complimented.

"Thanks, Blake. I kinda needed that." Jaune said as he hung up on her and looked over the city and how peaceful it was right now. "Okay. I think things are sort of under control. Maybe I should put in some Jaune Arc time at the lab." Jaune said as he jumped off the building he was on and made his way over to the labs.

"It would be good to see how Professor Ozpin is doing." Ruby said.

"Perhaps he has made advancements in his work." Penny said with a bright smile.

Ozpin didn't voice his thoughts, but he was also curious of what his counterpart was up to. But for different reasons.

The screen changed to Jaune, inside the building and in his lab clothes. He looked around the lab for any sign of his mentor. "Hello?" Jaune called out, hoping for a response to call back to him.

"Arc!" Ozpin's voice called to him, causing Jaune to turn to see his mentor Ozpin, looking happy as can be, laughing joyfully while walking over to a table to grab some coffee. But what Jaune immediately noticed about Ozpin was that he was wearing a modified jumpsuit.

"Hmm," Coco hummed as she looked at Ozpin's attire with an analyzing look. "That's certainly...an interesting outfit."

"Must be for his experiments for something." Sun said.

"Just in time to celebrate." Ozpin said as he grabbed the mugs and walked to Jaune.

Jaune was curious by his mentor and friends' bright and positive attitude. "Celebrate?" Jaune repeated with curiosity.

"Could be about Adam's capture." Velvet suggested. "Though I don't get why."

"Maybe cuz it makes Jacques look bad that the kid managed to handle a mess he said he'd handle." Qrow shrugs.

"Ozpin wouldn't be petty enough to do that." Glynda said.

Ozpin didn't speak up in his own defense, his interest was kept on his counterpart, curious on what made him so giddy.

Ozpin handed him the mug, still grinning from ear to ear while Jaune noticed that the mechanical arms they were working on had suddenly vanished.

"Wait, where are the arms?" Jaune asked worryingly.

"They weren't taken by Jacques like last time, were there?" Pyrrha asked with a worried tone.

"Ozpin wouldn't be this happy if they were." Ren pointed out.

"Then it must be something else." Weiss said.

"But where could they have gone?" Kali asked.

Ozpin's grin fell a bit, but it quickly returned as behind him, two long, mechanical claw-like arms started reaching out from his back.

Yang's eyes, as well as most of the audience, widened in shock and amazement at what they were seeing. "Holy..."

"He...converted the arms!" Weiss says in a stunned tone.

"Amazing..." Ironwood breathed out. He had seen some amazing things by science, mainly from Pietro, but nothing like this.

"Now that is handy." Sun commented, still staring at the screen at the arms.

"Oh wow." Jaune gasped in amazement at what he was seeing before his very eyes. "So cool!"

"I'll say!" Ruby said with an eager grin, thinking of the possibilities those arms could bring. Mainly in the weapons area.

"But how did you-?" Jaune was about to ask as the arms neared him.

"Intra-cranial neural network." Ozpin answered as one of the arms reached past Jaune to grab a nearby bottle. "Neuro-transmission speeds under one nanosecond." Ozpin said as the arm removed the cap from the bottle with ease and began pouring into Jaune's cup, much to his amazement.

"That is astonishing!" Penny said in awe.

"Indeed." Ironwood nodded in agreement, wondering what Pietro would think of this if he were here. He definitely would need to tell him about what he saw here when he returned.

"I don't even think our scientists can replicate something as close to this." Winter said. "At least not to this level of expertise."

"Faster than signals travel inside the brain…" Ozpin explains as he pours into his own cup. "Never mind to an external prosthesis." Ozpin said as the arm placed the bottle away. Ozpin smiled at his student. "We did it, Jaune." Ozpin, happier than he has ever been. They both clinked their mugs together in celebration. "No one can take this away from us…"

"I gotta say, you've managed to outdone yourself, even in other worlds." Tai said in an impressed voice.

Glynda smiled. "Quite, sir. It is quite an accomplishment."

But Ozpin wasn't feeling as amazed as everyone else. Instead, he bore a worried look on the screen. "Then why don't I feel like I have." Ozpin muttered, feeling like there's something bad about to happen.

Jaune let out a breath of wonder at this terrific discovery. "Amazing…"

"And your work on the neural web was the key…" Ozpin thanked him as he was using his own robot arms to walk.

"I don't know. They look kind of...scary." Velvet said, a little worried.

"He's in control of them, Velvet." Ruby said reassuringly. "Nothing bad's gonna happen with them."

View hung his head down, knowing full well what was going to happen in this screening.

But Jaune wasn't quite yet convinced. "But we haven't even test it yet." Jaune reminded as he walked over to his mentor in concern. "There's so much we don't know…"

"It works beautifully." Ozpin insisted as he gestured to a nearby pad. "C'mon, take a look."

"Mr Arc, does have a point." Winter said in agreement with the young blond. "It's not good to work with equipment if it's not one hundred percent."

"I'm sure Ozpin wouldn't be as foolish to let anything let that pass." Ironwood assured.

Jaune placed his mug down to have a proper look at the readout to see if there were any problems that might need fixing and was met with the schematics of the intracranial neural interface. "This is impressive." Jaune complimented. But he still needed to be sure if this was working at one hundred percent capacity. He began running a diagnostic and quickly found that there was an issue already with the motor cortex.

"Hm. Little error though." Jaune thought as he went in for a further look and saw that the voltage was incorrect. "Voltage spike. Should be an easy fix." Jaune said as he began adjusting the motor cortex to its proper voltage.

"See if that worked." Jaune said. But instead of getting a result that would ease his worries, he instead got a sign that read "CRITICAL FAILURE, ADDITIONAL COMPONENTS REQUIRE ATTENTION!

Penny's eyes widened at the warning sign. "Oh no..." Penny said with worry in her tone.

Ruby turned to her friend and was concerned with the worry look on the robot girl's face. "Penny? What's wrong?"

"If this issue isn't fixed, then it may affect Headmaster Ozpin's brain function." Penny explained in a concerned tone.

Ruby and the rest of the audience looked at Penny in concern over her findings. "D-Don't worry, Jaune can easily fix that." Ruby shakily says as she keeps watching the viewing.

"No…" Jaune said, his fears steadily rising. "This is worse than I thought." Jaune said as he began adjusting the motor cortex more, seeing that he could try and readjust it so that it wouldn't cause potential dangers for Ozpin. He tried to properly adjust the voltage once more, seeing if it would work. "Hope that stabilized it…" Jaune prayed. But he was met with the same warning sign he saw earlier.

"Dammit. The spike is cascading…" Jaune said as he kept trying his best to readjust, change or just about anything he could think of. "I don't know if I can fix this." Jaune said with worry as he kept trying to fix the neural interface.

The audience watched with great intensity as the on screen Jaune tried his best to try and fix the errors with the interface.

"It's when one thing is fixed, three more problems are made." Blake muttered.

"But what does that mean for Ozpin?" Nora asked with worry.

Ren looked at Nora with a look of uncertainty on his face, as well as the same concern as hers. "I'm...not sure, Nora." Ren answered honestly.

But try as he might as he thought he had the correct voltage, he was met again with the same warning he received before. He was met with a readout of Ozpin's neural interface, showing Jaune the list of side effects the neural interface that Ozpin would face. 38.7 percent of seizures, 40.4 percent of short-term memory loss, 62.3 percent of long-term memory loss.

"My god..." Glynda breathed out in horror over the warnings.

But what really worried Jaune was that the neural interface was starting to spike red, indicating great danger as it then showed a 98.3 percent of limbic degradation as well as 94.8 percent chance of frontal lobe edema. Jaune was then given a final warning message, saying that there was a high risk of mood or personality shift, and that the use of it would need to be discontinued immediately.

"Well that settles it, then. Ozpin needs to remove that thing immediately." Kali said.

"I don't disagree, dear. but the question is, will he want to." Ghira said in a seriousness.

"Wha- Of course he will!" Yang strongly said. "That thing is gonna mess with his head! Why wouldn't he want to?"

"Because of my father." Weiss answers, causing teammates and friends to turn to her as she bore a serious expression. "Because of him, This Ozpin wants to show he's just as good as him, if not better. If it's taken away from him."

"Then he'll feel like he's failed." Ozpin finishes for her as the rest look at the headmaster. "Which you are absolutely correct, Miss Schnee."

Jaune was absolutely horrified by this information. If Ozpin kept using the neural interface it would lead to irreversible damage. "This is bad." Jaune said as he picked up the tablet, hoping to show Ozpin the problem.

He looked around for his mentor. "Doctor?" Jaune called out, hearing the sounds of metallic stomps as he turned to see Ozpin, still wearing the smile he had from his apparent success.

"Uh, Doctor, I found a potential problem." Jaune said, but Ozpin didn't look too concerned.

"Everything has problems if you look hard enough." Ozpin said. "But fortune favors the bold." Ozpin said proudly as two more arms sprouted from him, planting themselves firmly to the ground as Jaune cautiously took a step back.

"But not the dead..." View grimly says.

"It's time to show the world what we've done!" Ozpin declares as he uses his arms to lift himself up in the air, hovering before Jaune.

"Ozpin." Jaune spoke in a serious tone. "The neural web isn't isolating your motor neurons." Jaune warned. "It could be affecting other parts of your brain. Your inhibitions, your mood…" Jaune listened as he grew more concerned. "I just think we need to do some more testing."

"We've done enough testing!" Ozpin snaps as one of the arms snapped near Jaune as he stepped back away from Ozpin. "For the first time in my life I don't feel like a failure." Ozpin said, a look of elevation reaching his face. "I feel like me!"

The audience reeled back in shock over Ozpin's brief moment of outrage, and the way he was towering over Jaune didn't make them any less worried.

Ironwood, Glynda, Tai and Qrow looked at their old friend with worry. They had never seen him like this before. Sure, he could have his moments of anger, but even then, he seemed calm and collected enough to restrain himself. It was clear that the interface was affecting him more than they thought.

"Ozpin, you're not a failure." Jaune assured his mentor and friend in a sincere tone. "But this could permanently damage your mind. Please." Jaune pleaded for his mentor to listen.

A look of realization over Jaune's words soon made its way onto Ozpin's face. "Right…" Ozpin breathed out as he turned away from Jaune and began lowering himself down. "Right." Ozpin sighed as he reached for the back of his neck and turned off the neural interface, deactivating the arms in the process.

Ruby let out a sigh of relief. "That was close. I thought for a moment there..." She didn't want to finish that sentence, not liking the thought of Ozpin potentially hurting Jaune.

"We all did, Ruby." Velvet said in agreement, letting out her own sigh.

"Still," Pyrrha says with a look of sympathy towards their alternate headmaster. "I can't imagine this must be easy for him to do. All that work..."

"Better losing that than his mind." Tai said.

"Yes." Ozpin hummed, his worries not entirely gone yet. "But I wonder if my counterpart will feel the same."

Jaune walked up to Ozpin. "Don't worry." Jaune said comfortingly. "We're close."

Ozpin nodded. "I'll keep at it…Work out some bugs." Ozpin said. "Go." Ozpin gestured to Jaune, waving him away. "Go."

"You sure you're okay?" Jaune asked, worried over his mentor.

Ozpin immediately nodded. "Yes." Ozpin insisted.

Jaune gave a sigh of relief and nodded in response as he proceeded to leave.

Before he left, Ozpin spoke to Jaune. "Thank you, Jaune." Ozpin said sincerely, causing Jaune to turn to his friend. "For…everything."

"It's nice to see their friendship still intact." Saphron said, smiling.

Jaune smiled and nodded to Ozpin in response. He then began to leave the laboratory while Ozpin still stood there.

Ozpin took a deep breath as he began hearing the news nearby. "We now take you to Grand Central Terminal where Mayor Schnee is about to address the media…"

"Oh no..." Yang muttered in worry, not liking this sudden turn.

"L-let's not be too hasty. Ruby quickly said. "He can just...turn it off and ignore it."

"I doubt it's that simple, Miss Rose." Ironwood said gravelly, glaring at the image of Jacques on screen.

This caused Ozpin to look up at the TV screen to his former friend and current rival speaking to the press. "Adam Taurus is now behind bars. When I make a promise to this city, I keep it."

"The people of New York will soon make a decision that could change the course of this city forever." Jacques said as Ozpin stares intensely at the screen, while turning his neural interface back on while glaring at the face of Jacques.

"Oh no, why?" Saphron asks with worry.

Ozpin sighs at this, not liking what he sees at all.

"So when you're casting your vote, remember what I've done." Jacques said, his words seemingly taunting Ozpin as he glared at the screen with rage and contempt. "We are all safer now than we have ever been-"

"LIAR!" Ozpin yells out in rage as one of the tentacle arms smashes right through the TV, utterly destroying it.

The sounds of shocked gasp and brief, terrified screams filled the room as they looked on in shock and horror at the sudden display of destruction.

"You have no idea what you're in for…" Ozpin said with an intense and dire tone. His work…had only just begun.

The room in the theater became deadly silent, not a single word uttered due to the worries and fears that dwelled within the audience at what they just witnessed from the Headmaster of Beacon's counterpart.

The students were also very worried. They had known Ozpin to be this wise, calm and reasoned person. They never thought once that he would have any malice within him. But the look in his eyes told them otherwise.

Even Ozpin's Inner Circle were shocked at what they saw, for as long as they knew him, they never once saw him act so...rage filled or vengeful. It made them worry about what he might do to Jacques.

"P-Professor Ozpin? What does he mean?" Ruby asked, turning to her headmaster hoping for a response from him.

Ozpin said nothing, looking only down at the floor in front of him, all the audience, and his friends and colleagues grew more concerned and worried for the Headmaster, both on and off screen.

"I...think it's best we keep watching." Tai said, his tone was a little shaky, but still held some conviction.

"Yeah, yeah your right." Qrow said in agreement as he and the rest turned back to the screen, hoping that this wouldn't end as bad for him as they feared it might.

After leaving the lab, Jaune, back in his spider suit, jumped in the air and started heading towards FEAST. Jaune let out a little sigh. "I should check on Oscar." Jaune said as he called him up to see how he was doing.

He managed to get through to him. "Hey, Jaune." Oscar greeted.

"Hi Oscar. I just wanted to see how you're doing with the news about Taurus." Jaune asked. "Look, if you didn't want to work there anymore, Glynda and I would understand."

"I did want to quit when I heard." Oscar admitted. "Then I remembered what my Dad used to say…"A hero's just a guy who doesn't give up."

"That's true." Jaune agreed. "Assuming he's doing the right thing. I got you that job…I'd hate for you to keep doing it if you think it's wrong."

"Well the people here…nothing Adam Taurus did is their fault. They need help, and I'm helping them." Oscar said with optimism in his tone. "I think Dad would want me to stay. I think he would be proud."

"I know he would." Jaune said. "And Oscar…I'm proud of you too. Anytime you wanna talk. Just call."

"Y'know, I'm starting to like more of this Oscar kid." Yang said with a small smile, the conversation between Jaune and Oscar was able to drift her thoughts away from Ozpin's rageful moment.

Ruby smiled and nodded in agreement with her older sister. "Yeah, he seems nice."

"Maybe there's a chance we got to meet him."

"I hope so!" Nora said. "He's such a cute boy!"

"Hmm," Ozpin hummed, while the previous events of his counterpart continued to play in his mind, he could at least dwell on this mysterious boy. "It would be interesting..."

"Thanks, Jaune. I gotta go. Glynda just gave me a list of office supplies to get. Alright, later." Oscar said as the call went off.

Jaune smiled as he eventually made his way to the FEAST Shelter. He went down to where his bag was and started to change.

The screen then shifted to Glynda gathering food from the fridge to help feed the people. She turned to see her Nephew Jaune and smiled.

"Jaune!"

"You okay?" Jaune asked.

Glynda let out a small sigh as she reached the table. "I'm getting by."

"I don't know how I feel about you running this place all by yourself." Jaune said.

Glynda sighs. "I often feel that myself when running the school.

"Well, y'know you have Peter and Bart there to help you out." Tai said, trying to lift her spirits.

But instead, he got a pointed glare from her. "That often makes things more complicated, Tai."

"These people need help." Glynda reminded. "If I lose a few hours of sleep. So be it."

"That's not very healthy." Kali said.

Yang turned to Blake with a smug smirk. "See?"

Blake rolled her eyes. "Yeah, I get it. And I followed your advice in the end."

"And all it took was a laser pointer." Yang chuckles. "I should do that more often."

Blake narrows her eyes at her partner while Ruby and Weiss silently laugh amongst themselves.

Jaune nodded as a somber look reached his face. "So have you heard from Mr. Taurus since…?" Jaune asked gently.

Glynda sighed. "No. But the Adam I know couldn't have done that." Glynda said with conviction. "Whatever's become of him…that's not the one I want to remember."

Blake hung her head down. "I wish I could feel the same." Blake sighs.

Glynda decided to change the subject to something more positive. "So, how are things with Pyrrha?"

"About as well as expected." Nora muttered.

"Nora." Ren quietly scolded, prompting Nora to look to see Pyrrha with a saddened expression.

Nora realized the mistake she unintentionally made. "Oh, sorry Pyrrha."

"It's quite alright, Nora." Pyrrha assured. "I just hope things will turn out for the better this point forward...hopefully"

"Oh, it's, uh…" Jaune looked a little sheepish at the mention of Pyrrha as he was unable to think of a correct response to describe their situation. "Well, y'know she's, uh…it's uh…it's complicated." Jaune mutters as he goes to get more supplies.

"That's one word for it." Qrow remarks.

"I'm sure things will get better for them." Kali said, always fond of seeing young love bloom.

Glynda sighed at this. "Honesty. That's what got me and Ben through the rough patches."

Jaune turned to his Aunt in surprise. "You guys had rough patches?"

"All good relationships have them." Saphron said. "Me and Terra definitely had a few."

Terra smiled warmly at her loving wife, holding her hand affectionately. "And we always managed to pull through.

This gave Pyrrha some hope for her counterpart. Heck, she and Jaune had a brief falling out about his transcripts. And it ended up better for both of them in the end.

Glynda chuckled. "Oh, sure. Especially when we were your age." Glynda said as she looked up at Jaune. "So. Are you honest with her? Does she know the real you?"

"More than you know." Sun chuckles.

View gave a small, but slightly mirthless chuckle, "More than you think."

Before he could answer that, one of the homeless at FEAST yelled out. "Hey. Turn it up. I wanna hear this." The man said, causing Jaune and Glynda to turn to see the news on TV.

"A spokesperson for the police has confirmed that this was the truck carrying the device used in the Grand Central Terminal attack." The news reporter informs as the screen showed a destroyed Sable Truck with downed Sable Agents.

And just like that, the dour mood returned as a sense of dread was felt within the audience.

"Oh no..." Velvet muttered in worry and fear.

"The Demons must've recaptured it!" Ironwood growled in frustration, banging his fist onto his armrest.

Glynda sighs at this. "Oh, it never ends…" Glynda said, tired. She turned around to find that Jaune was not in the Kitchen anymore. "Jaune?" Glynda said as she found that he was gone.

"You don't think they also captured Adam as well?" Ruby asked, hoping it wasn't the case.

"Unlikely, friend Ruby." Penny said in a reassuring tone. "Blake's counterpart had informed that he had already made it to the raft."

"But still, the Demons have the Devil's Breath." Winter said, gravelly. "They can still enact Adam's plan even without him."

The screen then chanted to Jaune, in his Spider-Man persona, quickly swinging his way through the city. He tried to call Blake to let her know what happened.

"Captain Belladonna. Leave a message." Blake's voicemail spoke through, much to Jaune's disappointment.

"Blake, where are you? Call me when you get this." Jaune said as he kept swinging through the city. "I just hope the Devil's Breath is still there. And still secure." Spidey hoped as he continued to swing as fast as he could. "If the Demons got to that truck, this just went from bad to catastrophic." Spider-Man worryingly said as he continued to make his way through the city, using every web swinging trick he knew to traverse faster.

"There's still time." Ruby said optimistically. "He can stop them before it gets released."

"Yeah!" Yang joined in with her sister. "Jaune will take them down in no time."

He eventually made it to where the truck was, which was currently under police investigation. Spider-Man landed near the truck and investigated the surroundings. But what caught his eye was the container for the Devil's Breath on the ground near him. And unfortunately, the Devil's Breath itself was missing from the container.

"Damn it..." Blake muttered.

"I gotta say, Ice Queen, you and your people are really slipping up.

"That's enough, Qrow." Ozpin chastises.

Winter glared at the drunk and turned her head away, mostly angry at how right he was.

Just then, a helicopter searchlight shined onto Spider-Man, causing him to look up to see Blake in the copter as it circled near him. "The Devil's Breath is gone, but we got even bigger problems…" Blake's voice spoke through Spidey's coms while she turned to see the nearby prison under siege.

"There's more!?" Sun exclaims.

"There always is." Tai mutters.

"Ryker's?" Spidey asked.

"We have to hurry. Hop on." Blake instructed as Spider-Man fired a web line onto the helicopter and launched himself towards it, landing right on the side of it.

"What happened?" Spidey asked.

"It was a coordinated attack. Must've been planned from the outside." Blake informs as the helicopter makes its way towards the prison. "Every cell block is breached! We're minutes away from every prisoner in Ryker's walking right up Fifth Avenue."

"How could the Demons manage all this? I mean we didn't see anyone other than Adam in charge, so how could they pull this off?" Terra asks.

"I think right now Jaune and Blake should focus on taking care of the break out first, then find out who's behind this." Glynda said.

"What about the Raft?" Spidey asked, worried that Taurus or any of his other super powered foes might've made it out.

"Should be okay. It's a supermax facility." Blake reassuringly said. "Better security, and a separate power grid."

Ruby let out a small sigh of relief. "That's good. For now at least."

"I'll say." Yang said in agreement with her little sister. "At least Jaune only has to deal with powerless criminals. Should be easy enough.

"I wouldn't be so certain yet, Miss Xiao Long." Ozpin advises. "Things can still take a turn for the worse still."

"Good." Spider-Man sighed in relief. "What about the Devil's Breath?"

"Winter's handling it." Blake answered.

"Do you trust them?" Spidey asked.

"Do I have a choice?" Blake countered.

"Plenty." Blake said with a stern look. "Considering what their help looks like, you'd be better off just trusting Jaune."

Spider-Man looked down to see a van driving wildly down below. He saw that the van was being driven by escaping prisoners and that they were headed for a nearby tanker filled with oil.

"Ah hell..." Yang muttered.

"That's not gonna end well!" Kali said with worry.

"Uh oh." Spidey muttered with worry.

As the van smashed through the gates, Spider-Man dropped himself from the helicopter and landed on the side of the van, taking the driver by surprise. "Should've worn your seatbelt." Spider-Man remarked as he pulled the convict out of the van. With the driver out, Spider-Man fired a web line onto a pole behind the tanker and launched himself towards it as the van crashed into the tanker, causing it to explode as Spider-Man swung himself around onto the ground, where he was met with escaping inmates.

"Aw yeah!" Nora cried out in excitement for her fearless leader. "Take those goons out a second time, Jaune-Jaune!"

"Those guys should've stayed in prison." Yang said with a grin.

"And now they're gonna lose a few teeth." Coco said as she watched with interest.

"Take 'em out! Hurry!" Blake urged.

"I'm on it." Spider-Man nodded in response as the inmate in front of him went for a punch, only Spider-Man to slide right past him through his legs and kicking him to the ground.

A guard's voice spoke on the PA. "Attention all CO's, institute lockdown procedures."

Spider-Man then proceeded to beat down the nearest inmate near him, knocking him back and forth when another inmate went in to help, only for Spider-Man to quickly shift in, beating the other man up, alternating between the two criminals before taking them out in a matter of seconds.

"Ok, good, those guys are taken care of." Kali sighed in relief.

"Yes, but there's more than just them to deal with." Ghira reminded.

"All inmates, return to your cells. Repeat, return to your cells. This is your last warning."

Spider-Man then swung around a nearby trash can, knocking back anyone in his area before throwing it down onto a single criminal, knocking him out. "I think you guys need a little more 'plan' in your escape plan." Spider-Man remarked as he took down the last thug by pinning him to a wall with his impact web.

As he was finished with them, he got a call back from Blake. "Dammit! They got into the armory!" Blake informed in anger.

"Is that bad?" Spidey asked. "That sounds bad." Spider-Man said as he proceeded to make his way inside of the facility.

"It means some of the inmates are armed with rocket launchers." Blake said in a serious tone.

"I'm sorry what!?" Weiss exclaimed in shock at the mention of rocket launchers.

"Why would a prison even have rocket launchers!?" Ironwood says with the same shocked tone as Weiss.

"I mean, considering this world has genuine super villains, it would make sense." Yang says.

"But for regular criminals?" Blake said with a raised brow.

"It does seem rather excessive." Penny said in agreement with the others.

"Yeah, that's bad." Spider-Man admitted. "I'm on it." Spidey said as he made it inside where in the streets, the prisoners had rifles and were shooting the guards. One of them holding a rocket saw Spider-Man coming towards them. He pointed his weapon at him and fired a rocket at him.

Spider-Man's eyes widened as his senses helped him manage to dodge the rocket just before it could hit him. He fired a web line onto the man and launched himself towards him and kicked him off the titled truck he was standing on and onto the hard pavement.

"Seriously, why rocket launchers!?" Tai exclaimed.

"Don't think we're getting an answer there, buddy." Qrow said, patting Tai on the back.

He saw that the rest of the inmates were heavily armed as they proceeded to open fire at Spider-Man, who flipped himself around back and forth to avoid their shots.

"If you guys go back to your cells and behave, we can forget this ever happened…" Spider-Man says while still dodging their bullets.

Spider-Man then tossed one of his web bombs at them, causing a splatter of webs to rain down upon them, trapping them and making them easier to take out. Spidey went to work as he knocked each of them down, knocking them to the ground or throwing them to the wall where they were stuck. His spider sense then warned him of a man up above a walkway with a rocket launcher pointed at him. Using a nearby manhole cover, Spider-Man tossed it right at the inmate, knocking him out.

He then got a call back from Blake. "Nice." Blake complimented on his progress. "I still see a few more out in the yard."

"Who thought it was a good idea to bring rockets into a prison?" Spider-Man asked the obvious.

"Thank you!" Weiss said, throwing her hands up.

Before he could take down more inmates, he received a call from an officer. "Come in? This is Sergeant Hanson…anyone on this channel?"

"This is Captain Belladonna." Blake responded. "Where are you?"

"Electrical access." The man answered. "Rooftop near cellblock D…trying to restore power. That you in the chopper?"

"Affirmative." Blake said. "What happened here?"

"No idea. First the power went out, then all hell broke loose." Hanson said.

"Hold tight, we'll get to you as soon as we can." Blake assured as she then switched the call to Jaune. "Spider-Man, can you get to that rooftop? There's an officer calling for help up there."

"On my way!" Spider-Man said as he immediately jumped up high in the air and proceeded to make his way to the rooftop.

He got there just as a couple of inmates were trying to get into a room. They turned and noticed Spider-Man standing behind them.

"It's Spider-Man!" One of them called out.

"Get him!" Another one growled as they charged at him.

"Ah great, more guys looking to lose their teeth." Coco said, smirking.

Spider-Man then leapt over their heads to where the door was. He looked to see a nearby power box. He fried a web line and hurled it at the inmates, shocking them in the process.

"Oooh!" Sun winces. "I don't think they'll be walking straight after that."

"Meh." Nora shrugged. "I've handled worse."

A few of them were still standing while the others collapsed to the ground unconscious. He proceeded to take the rest of them out with a concussive blast.

"They're almost on top of me. GET ME OUTTA HERE!" The guard yelled from the other side of the door as Spider-Man pulled off doors with his webs as the guard rushed out.

"They're coming!" He said as he and Spider-Man went towards the edge of the roof.

Just then, another transmission could be heard. "Where is everybody!?" A panicked voice cried out. "They're attacking my car!" The voice said as Spidey and the guard turned to see a police car driving wildly as prisoners were attached to the car.

"Man, this whole place is going nuts!" Yang remarked.

"Hopefully Jaune and Blake will manage to stop this before it can get any worse." Pyrrha said hopefully.

"I hope so too, Pyrrha." Ren said, but had a strong feeling it might not be that simple."

The car swerved onto the side of a SWAT Van, knocking off one of the inmates before it hit some spikes on the ground that caused it to violently stop, sending the other inmate flying off. The driver shook his head as he saw a couple of inmates heading towards them and started beating on the car.

"Help the Warden." The guard said. "I'll keep working on getting the power restored."

"Right. I'm on it." Spider-Man nodded as he jumped off the roof and headed towards the warden's car.

"Hey, Warden! Come on out!" One of the inmates yelled as he kept slamming against the car.

Spider-Man landed on the ground behind them. They didn't notice him as they were too caught up in getting the Warden, leaving them open. Spidey used a few trip line webs on them, shooting them at the inmates, causing them to either stick to another inmate, the ground or onto the car itself. The rest of the inmates finally took notice of Spider-Man and went after him. The first one held an electric baton and swung it right at Spider-Man, only for the arachnid to dodge it and kick the man hard to the ground, webbing him there as he took down the others with ease.

There was one more left, and he was a particularly big fella. He attempts to crush Spider-Man with one hand, but Spidey manages to catch it before it could hit him. He webbed the brute in the face as pushed his fist away and proceeded to beat down the brute before kicking him to the curb.

"And that's all of them." Ironwood said, letting out a small sigh.

As they were taken out, Spidey spotted a tower about to be fired upon by a goon with a rocket. "Look out!" Spider-Man cried out too late as the tower was hit by the rocket.

"Oh come on!" Nora exclaimed.

"I'm very much hoping no one was inside that." Pyrrha said.

He then got a call from Blake again. "Could this get any worse?"

"Never say that." Coco groans. "It always ends up getting worse."

"It can always get worse." Spidey muttered.

Another call came into Spidey's earpiece. "Attention staff. A-block is comprised."

That's where Spidey knew he needed to go to next. So, he quickly swung himself out of there to deal with the inmates there. He spotted them in a firefight against the guards.

He landed on a titled truck next to an inmate, who recoiled back in shock at the presence of Spider-Man. Before he could even react, Spider-Man fried a couple of webs at him and began swinging him around before tossing him to his fellow inmates.

Spider-Man landed on the ground and began taking care of the rest of the inmates before they could do more damage or even escape. He worked as fast as he could, using both his strengths against them, knocking them back and forth or simply outmaneuvering them and using his smarts by using his different webs to take them out a lot quicker.

After they were taken care of, Blake called him again. "They're stealing a chopper!" Blake warned as a helicopter was shakily taking off in the air.

"Oh come on!" Yang groans.

"There is still time." Weiss reminded. "They won't get far."

Spider-Man saw they were about to leave and prevented their escape by firing two web lines onto the helicopter, halting their escape as he pulled back against them. Using his strength, Spidey forced the doors of the helicopter to open, revealing the inmates inside it. One of them was carrying a rocket launcher and fired one right at Spider-Man. He pulled on the web to lunge himself towards the helicopter, effortlessly dodging the rocket in the process as he launched himself towards the helicopter and kicked the man with the rocket launcher off it while dragging the other one out of it.

Spidey swung around a radio tower before landing on the side of the pilot's seat. "License and registration, please." Spidey said, much to the inmate's confusion before he was dragged out of the helicopter by a web line as Spidey landed back on the tower as the chopper crashed onto the ground.

Pyrrha sighed in relief. "Good. That's them taken care of."

Spider-Man turned to see Blake's helicopter hovering near him. "Okay, looks like things are somewhat under control…" Blake commented, feeling a small sense of ease, but knew there was more to do.

But suddenly, a large flow of electricity sparked from the Raft, much to Spider-Man's and Blake's shock.

"Ah! Ya's jinxed it!" Nora cried out.

"The Raft!" Penny exclaimed in worry. "That's where all the supervillains are being held!"

"Including Adam." Blake muttered grimly.

"But it was supposed to be secure." Saphron said.

"Must be whoever is behind the Ryker's breakout." Ren suggested.

"I thought you said the Raft was secure!?" Spider-Man said.

"It was." Blake said as the situation turned a lot more dangerous. "Let's go." Blake said as Spider-Man landed on the side of the helicopter. "Maybe it's not as bad as it looks." Blake said as he directed the chopper towards the Raft.

"It's never usually the case." Qrow said in a serious tone.

"Love the optimism. But in my experience…when it looks bad…it's usually worse." He says as a figure was standing on a nearby roof in front of them. But the strange thing was that this man was the source of electricity that sparked before as it practically surrounded him.

Blake narrowed her eyes at the man with the electrical powers. "Wait...is that?"

Jaune's spider sense then warned him of trouble that was coming as his lenses widened. "LOOK OUT!" Spider-Man yelled as the man on the roof suddenly brought his arms towards him, unleashing beams of electricity at the helicopter, which began spiraling out of control.

"Oh shit!" Yang cursed, both shocked and terrified for both Jaune and Blake.

Spider-Man gripped on tightly as he felt himself loose on the helicopter. "Blake!" Spidey called out to his friend as she was thrown to the window of the helicopter.

"Blake!" Ruby cried out as she and Weiss were both immensely fearful for their teammate and friend.

Ilia's eyes widened as she felt her heat stop at the sight of Blake in danger like this. She may have conflicting feelings towards her, but she still cares about her.

Kali had her hands to her face, eyes widened in fear for her daughter, worried she might not make it.

Ghira gripped tightly onto the armrests, his claws digging into them, threatening to tear them out.

Spider-Man opened the door to help her as he crawled in.

"I'm slipping!" Blake cried out as Spider-Man got in and held onto her.

"Please save her, please save her, please save her..." Kali repeated quietly, hoping that her daughter would be alright.

"Gotcha!" Spidey said as the helicopter was spinning towards the nearest wall of the supermax prison.

"Hold on!" Spider-Man says as he took a hold of the controls attempted to slow down the helicopter. It did slow down, but it began falling down onto one of the rooftops below as Spider-Man fired a spray of webbing in order to support it.

The audience were in deadly silence in anticipation as they waited to see what happened to the two, hoping for their safety.

In the aftermath, the helicopter crashed into the Raft, but thankfully, the webbing Spider-Man used did manage to ease their crash as Spider-Man descended down the web line with Blake in his arms.

"Oh thank god..." Kali sighed in relief that her daughter was okay.

Ghira hung his head down, calming himself down, thankful that Jaune lad was able to keep her safe.

Yang let out a huge sigh of relief. "That was way too close to comfort, partner." Yang said.

Blake chuckled at her friend's reactions. "Well I'll be sure not to be attacked with electric powers."

"You okay?" Spider-Man asked as Blake shakily stood herself up.

"Yeah." Blake sighs in relief.

Before anything else could happen, the electrical man from before suddenly flew past them and crashed right through a set of doors. The man turned himself around to face the pair, and the man behind their crash was one other than Mercury Black, also known as Electro, who was equipped with a high-tech harness and a star sign burn on his face.

"Mercury!" Ruby exclaimed in shock at the sight of the boy.

"Of course he's a jerk in this." Coco groaned.

"Hmm, starting to notice a pattern with him..." Ren mused to himself, but decided to think upon it later.

"And he has powers." Glynda pointed out in a serious tone.

"That he does." View said. "Known as Electro in this world. He's one of the most powerful and dangerous of Jaune's foes."

"He must've been the one who caused the break out." Weiss realized.

"But he couldn't have done it alone." Pyrrha said. "He must've had help from someone. Someone smart enough to plan a breakout in two prisons."

"Welcome to the party." Electro says with a grin. "Just in time for the fireworks…" Electro said as he used his powers to short circuiting a nearby power box before turning tail and running away.

The doors to the cells began to open as super powered criminals began running out of their cells and their collars suppressing their powers were deactivated.

"Looks like we made parole, boys!" One of the inmates said with excitement as more cells started to open and they celebrated their freedom.

"Oh great." Nora muttered. "More people are breaking out."

"And considering this is a prison for super powered people, something tells me this isn't going to be any easier." Velvet said with worry.

"Electro?" Spider-Man says in surprise while Blake looks on in worry. "Why is he letting everyone out?"

"I'll head for the main control center and see how bad the situation is." Blake said as she pulled out her sidearm.

"Got it." Spider-Man nodded. "I'll join the party." Spider-Man said as they both split off in opposite directions.

"Hope she's safe." Kali said.

"From what we've seen from her so far, I got a good feeling she'll be okay." Tai assured.

Spider-Man entered the cell block where he was face to face with the criminals that he helped put away. So there was going to be some anger from them. Example being as soon as he got there, the first guy in front of him attempted to take his head off. Spider-Man dodged as he punched the man back and forth before kicking him to the curb.

"Everyone just quietly go back into your cell and lock the door behind you! Okay? Please?" Spidey pleaded as they didn't look too interested in his pleas.

"Yeah, don't see that happening, kid." Qrow said.

This led to an all-out attack against Spider-Man as he fended off against the criminals. He fought them off as best he could, bouncing around back and forth as he alternated on beating down an inmate, even throwing a couple of them back into their cells.

Using his quick thinking, Spider-Man spotted a nearby power box and proceeded to pull it off the wall with his webbing as he swung it around at the surrounding thugs, electrocuting a couple of them before Spider-Man tossed right at a nearby inmate. With them too shocked to strike back, Spider-Man made quick work of them as he took them all out in a matter of seconds.

With everyone in the cell-block taken care of, Spider-Man made his way towards the nearest staircase to try and figure out what Electro was up to. He made his way up towards a closed set of doors. On the other side, he could hear the sounds of inmates yelling and destruction being caused. "That doesn't sound good." Spider-Man muttered in worry.

"Sounds like the break out is happening all around the prison." Coco said.

"Well just hope Mr Arc will be able to stop them at least." Glynda said.

He dug his hands into the center of the doors and started pulling them apart from each other so that he could gain access inside the next room. He slowly started getting them open when suddenly his spider sense warned him of danger, prompting him to perk his head up to see a very large man throwing a pillar at the door.

"Holly crap!" Sun exclaimed.

"Who the hell did that!?" Yang shouted.

"Someone unreasonably big?" Weiss remarked, coming down from the initial shock.

The doors shut off as Spider-Man was tossed back away from where the doors used to be. He landed safely on the ground as he looked up to see who it was who threw that at him.

"Oh, hi Rhino." Spider-Man greeted as indeed; the large man was wearing advanced armor that resembled a rhinoceros. This man was Hazel Rainart, The Rhino, as he tossed away another pillar.

"Rhino? Like the guy from that party?" Velvet said.

"It appears so." Ren said with wide eyes.

"Y'know, he's a lot more intimidating than I thought he would've been." Ruby said, looking a little nervous at the sight of the large man.

"Hazel..." Ozpin mutters as he looks at the large man with slight remorse. "One of her followers."

"Hope you like surprises, Spider." Rhino says as he runs off elsewhere where Electro laughed as he too left.

"Surprise?" Spidey repeated. "What is he talking about?" Spidey asks as he begins making his way through the ruined cell, parkouring his way across the broken pillars till he makes his way to the upper level and launches himself through a hole that brings him to the next cell block.

"Sounds like there's more going on than we know." Blake said.

"This is really not looking good." Nora said with worry in her tone.

Spider-Man landed on a railing as he looked over the rampaging prisoners when he got a call from Blake.

"Hey, what's your status?" Blake asks.

"Me?" Spider-Man asks as continued to look down at the inmates. But unknowing to him, a green mechanical tail was looming over him.

"What the hell!?" Sun says in shock.

"Look out, Jaune!" Ruby cried out, despite knowing it wouldn't do much.

"Just trapped in a prison with every criminal I've put away in the last eight-"Spider-Man didn't even finish his sentence as the tail suddenly wrapped around his neck from behind as a mechanical laughter followed as he was brought towards someone as his call was stopped.

Spider-Man was then face to face with another one of his most dangerous villains. Tyrian Callows, also known as the Scorpion, who was equipped in a high-class armor as he looked at Spider-Man like he was his prey. "This is too good to be true…" Scorpion said with glee as Spider-Man gagged in his grasp.

"That creepy guy again!?" Nora exclaimed.

"And somehow he's even creepier." Yang said, wincing at the sight of the deranged man.

"Tyrian." Ironwood quietly said with a glare, as to not alert anyone who could hear him.

"Are there many of these guys?" Saphron asks while shielding her son from the sight of the scary looking man.

"Scorpion, can you hold on a minute?" Spider-Man jokingly asked as he poked his helmet. "I was in the middle of a phone call and it was business…" Spider-Man says as all of a sudden, an explosion occurred near them, causing Spider-Man to be thrown back onto the ground floor. Spider-Man coughed in pain as he brought himself up from the ground to see Scorpion slithering away into the nearest hole.

"That was a close call." Sun sighed in relief. "Guy looked like he was gonna gut him right then and there."

"Yes, but now there's three of Jaune's enemies on the loose." Ren reminded.

"Well, he beat them once, he can do it again this time." Ruby said, feeling hopeful and optimistic of Jaune's chances. Though everyone else wasn't as sure as she was.

Spider-Man turned around to see the inmates advancing towards him, and they were armed with shields and batons. As Spider-Man fought against the inmates, by either removing them of their weapons or using his gadgets, he got called back by Blake. "Lost you for a second there, you okay?" Blake asked as Spider-Man took down an inmate by webbing him to the floor.

"Not really." Spider-Man answered honestly while avoiding getting hit. "Electro, Rhino and now Scorpion are all on the loose." Spider-Man said with clear annoyance in his tone as he took down a couple more inmates at once with a web-bomb. "What's going on with the rest of the prison?"

"Camera system's almost up." Blake informed. "I'll give you a sit rep soon."

"Okay, I'll keep tracking Electro." Spider-Man said as he proceeded to take out the rest of inmates using one of his signature moves, the Web Blossom as he spun around in the air taking all the inmates down at once.

"And we're done." Spider-Man said as he headed towards the nearest exit. "Phew." Spidey breathed out as he headed for the door. But as he approached the next set of doors, his spider sense was suddenly going crazy as he could see electricity coming off the doors.

"Woah!" Spider-Man exclaimed as he jumped up in the air, hanging upside down just as the doors were suddenly blown off by Electro, who was floating in the other room.

"Whoa!" Yang exclaimed in shock. "That was way too close."

"Thank god for spider sense." Blake said.

"C'mon, Spider-Man." Black taunted. "I thought this was a chase!" Electro said as he flew up in the air.

Spider-Man landed back down as ran into the room. "Gotta stop this guy." Spidey said to himself as he ran up along the walls to catch up with Electro.

He ran up to the top where Electro was waiting outside of the building. He zapped himself away outside as Spider-Man began to follow his electric foe. He swung after him as Electro caused damage around him to try and slow down Spider-Man.

"You can't stop me," Electro remarks over the coms. "But I'm flattered that you're still trying."

"If you tell me who you're working for, I'll go easy on you." Spider-Man offered, only for Electro to destroy a nearby platform in response. "Nobody ever takes me up on that offer…" Spider-Man bemoans as he continues chasing after Electro.

"Eh, not usually as fun." Yang said.

"Plus, he looks like he needs a good punch in the face." Coco added.

Eventually, Electro stopped at a platform, leaving himself open for Spider-Man to fire a web line onto Electro and launched himself towards him, pushing back against a railing.

"Gotcha." Spider-Man said as he pulled his fist back. But for some reason, Electro was smirking at Spider-Man.

"At least now he can get some answers from him." Pyrrha said.

"If he can keep him in place that is." Terra said.

Before he could question it, a flying, green figure with bird-like wings suddenly appeared and grabbed onto Spider-Man, lifting them both in the sky.

"What the hell!?" Sun exclaimed.

"Jaune!" Saphron cried out.

Spider-Man looked to see who it was and was surprised. "Vulture!" Spider-Man exclaimed in shock at his next attacker. Arthur Watts, wearing a mask and an advanced flight suit.

"Watts." Ironwood glared at the sight of the former scientist.

"Geez, how many of these guys are there!" Nora exclaims, throwing her arms up in the air.

Qrow quietly whispered to Ozpin. "You don't think...she's gonna appear, do you Oz."

Ozpin shook his head. "No, I believe not. I believe something else is behind this endeavor."

"Then who?" Ironwood asked.

Ozpin gave no answer, his attention still focused on the screen before him, much to the worry of his fellow comrades.

"Long time, no see." Vulture says as he brings Spider-Man further up in the air. "We're going to have so much fu-Argh!" Vulture said until he was suddenly shot in the face with a web, blinding him as he let go of Spider-Man.

"Ha!" Yang laughed. "Take that!"

"Not sorry, birdy!" Ruby joined in as a few of the other students looked at her with confused looks.

"Sorry, no time to talk." Spider-Man says as he begins free falling through the air in the efforts to catch back up with Electro, who blew up the platform he stopped at. Once he got close enough to the building, he started to web swing after Electro again.

"Still with me, huh?" Electro says, impressed as he continued to lead Spider-Man on.

As he followed Electro, Spider-Man got a call from Blake. "Okay, I got the security cameras back online."

"How does it look?" Spider-Man asked.

"Well…" Blake says with worry in her voice. "It looks like the entire population of the Raft has escaped." Blake answered with brutal honesty. "Including Adam Taurus. That makes FIVE of your worst enemies that are now on the loose."

"Oh shit..." Sun muttered at the mention of the escapes.

"Damn it..." Ironwood curses in frustration at hearing that Taurus had escaped.

"The city's gonna be overrun with criminals!"

"But there's still Winter and her forces." Penny pointed out with a hopeful look. "Perhaps they can..."

"I wouldn't count on them for anything, Penny." Winter said, scowling at the screen.

Spider-Man chuckled nervously at this. "Ha. For a second there I thought you were serious."

"I am serious." Blake insisted. "I have to go, some of them are heading into the city." Blake said as the call went off.

"This is nuts." Spider-Man says as he continued to follow Electro as he made his way inside of a docking yard where Electro had stopped and turned to see Spidey still following.

Using his powers, Electro began lifting the crates around him up in the air to block Spider-Man from getting to him.

Spidey stopped for a moment before running towards Electro, webbing himself through a narrow hole as the crates were being tossed at him. He managed to slip through slammed against Electro, kicking him back through a set of doors and into another room.

"Oof, that's gotta hurt!" Nora winces, but quickly regains her grin. "But not unearned."

"I won't argue with you there." Ren said.l

Blake however was in thought. What was Mercury's goal, leading Jaune away on some wild chase? It didn't make sense to her.

Electro brought himself back up and hovered in the air before Spider-Man could reach him. He then jolted himself upwards towards the higher levels as Spider-Man began to follow him by running up the walls.

"Keep chasing…" Electro encouraged while sending electric waves in his path. "Party's almost over." Electro said as Spider-Man dodged and turned to the other walls when the waves got too close.

"Electro! Stop!" Spider-Man called out as he continued to make his way up while avoiding his attacks.

When he got further up, he fired two web lines onto the ceiling and launched himself through a hole in the ceiling that led him back outside again. He landed on the ground before quickly swinging himself up onto the roof with a radio tower where Electro was.

Spider-Man landed on the roof as Electro leaned against the radio tower causally. "How do you like my new suit?"

"Ugly and Tacky as all hell." Coco commented. "The suit isn't looking good either."

"Dashing." Spider-Man remarked as he walked towards Mercury. "Where'd you get it?"

Mercury just shrugs. "It's an exclusive club." He answered as suddenly Vulture appeared from behind and filed around near the two.

Then suddenly, Rhino landed on the rooftop with them. He growled as he pounded his chest before charging right at Spider-Man, who quickly leapt over him as he smashed the ground where he once was.

"Oh hell..." Yang muttered in dread.

"It's okay." Ruby said, albeit a shaky voice. "Jaune's taken these guys down before, he can do it again."

Spider-Man looked up to see Vulture charging towards him as well. But he fired a web line onto his face mask and tossed right at Rhino, knocking the two to the ground as a nearby helicopter floated near the roof.

Inside of the helicopter was Adam Taurus in his Mr. Negative identity, he and Spider-Man having a brief stare down before fire a blast of negative energy at Spider-Man, causing him to back flip away from the blast just as Scorpion entered the fray as he attempted to swat away Spider-Man as he jumped up off his tail and landed on his chest.

"Taurus..." Ironwood said with a glare.

"Looks like he's involved as well." Glynda said in a serious tone.

Scorpion pushed off Spider-Man as he landed back on the ground in a defensive stance. He looked all around him to see he was sounded by his worst enemies. Electro, Rhino, Scorpion, Vulture and Mr Negative, all looking at him, ready to strike.

"It was a trap." Blake realized with wide eyes as everyone turned to look at her. "Mercury was just leading him right into a trap."

"Right into the kill zone." Qrow muttered.

Mr Negative jumped off the helicopter and onto the roof with the rest of them. "Remember, he said not to kill him." Mr Negative said as he adjusted his jacket brushed up his knuckles.

"He?" Pyrrha questions.

"So it wasn't Adam. It must be someone else who caused the break out." Weiss said.

"Maybe it's Junior." Yang suggested. "He could've orchestrated the breakout."

"But that doesn't explain the teched out suits." Ruby said.

"We know he had resources while in prison." Blake pointed out.

Ozpin looked down, having a dark feeling swell up inside him as he felt like he knew who was behind this.

"Good idea." Spider-Man said in agreement as he stood up and raised his hands up in defense. "In fact, we don't have to do this at all if you don't want to…" Spider-Man offered, though none looked interested in the offer.

"If only it were that simple." Tai said with worry.

"We definitely want to!" Rhino said in eagerness as Vulture and he went charging in first at Spider-Man.

Spider-Man managed to dodge Vulture and hit him but barely managed to catch Rhino's fist before it could smash him. Spidey was then swatted away by Scorpion's tail, forcing one on one knee as Vulture went in to attack as Spidey quickly punched him before he could get a shot off at him.

He quickly moved to higher ground by swinging to the radio tower and swung around it to slam into Scorpion right into Scorpion, but also leaving him open for Mr Negative to fire another blast at him, which Spidey quickly black flipped away from as he fired a pair of web lines onto Rhino as brought himself towards him and landed on his back.

"This is bad." Velvet said with a worried look. "Jaune's struggling to fight back against them.

"But why?" Nora asks as she watches with a look of fear for her leader/brother. "He's fought them before!"

Pyrrha's voice suddenly chimed in. "But not all at once." Pyrrha said. "It's clear from the way Jaune's struggling, that this is the first time that any of his foes banded together against him." Pyrrha explains as she looks towards View with a look of despair and fear. "Am I right?"

View gave the champion a sorrowful look. "I'm afraid so. This is the first time Jaune has faced all of his foes at once." View confirms.

"Oh no..." Blake mutters as she and the rest of the audience watches as the young man fights for his life against the villains.

But Spider-Man couldn't get a single strike in as he was suddenly knocked off by Vulture who slammed into him and brought him up in the air. He punched Vulture in the face, releasing his grip on him as he landed back on the ground…but unfortunately, his back was turned on Scorpion, who quickly stabbed him in the back with his tail, causing him to grunt as he collapsed to the ground.

The audience either gasped in horror, screamed or remained in stunned silence at Jaune being stabbed.

"JAUNE!" Pyrrha cried out in terror and fear, bringing her hands close to her mouth as she watched on in horror at the sight of her love being fatally wounded.

"NO!" Saphron yelled out, terrified at seeing her brother being stabbed, trying her best to shield her son from the horrors that was happening while tears streamed down her face.

Mr Negative then kicked Spider-Man while he was on the ground, followed by Rhino, who slammed his heavy foot on him, causing him to roll over to Vulture who also kicked him, then Mr Negative kicked him again with force, then a brutal punch from Rhino. Electro then approached Spider-Man as he unleashed a torrent of electricity onto Spider-Man, causing him to yell out in unbearable pain and agony as he was forced to crawl to the edge of the roof while the villains watched on with pride.

Pyrrha could stand seeing her partner and love being brutalized like this. The sight of him being ganged up on, beaten up and so on. It made the champion cry as tears streamed down her face, feeling so helpless as she couldn't do anything to help him and was forced to watch him being at the villain's mercy.

Nora was also in tears as she clutched on tightly to Ren as she watched with tears in her eyes as her beloved leader and brother getting relentlessly attacked by the villains.

Ren was fairing no better, steadily taking in deep breaths as his other hand was gripping his armrests.

Ruby was practically crying as she hung her head down, unable to bear the sounds of her best friend's pain filled screams. Yang quickly wrapped an arm around Ruby in an attempt to comfort her.

"Those bastards!" Yang growls in anger , glaring at the screen and at the villains hatefully, vowing to make each one of them pay.

Velvet, Blake, Weiss and the rest of the students watch in horror at their friend and teammate being beaten down. Each one of them is feeling anger, sorrow and despair at the events unfolding before them.

Saphron kept her eyes shut while Terra held her hand tightly while also trying to calm down their son, who was whimpering and tearing up at the sound of his uncle being hurt.

Glynda winces as she is forced to watch her student being beaten down. Feeling regret within her for treating him so harshly in the past.

His hand reached the edge of the roof as the villains loomed over him. And just when things couldn't possibly get any worse for Jaune…his hand was suddenly gripped on tightly by a familiar, metal claw-like arm.

The audience then fell to a deathly silence, with only a few gasps entering the room at what they just witnessed next.

Ruby's eyes widened in horror at the sight of those tentacles. "No, no it can't be..."

"I'm sorry, Miss Rose." Ozpin said in a regretful tone. "I'm afraid it is." Ozpin confirms with his eyes closed. "You fool." He bitterly thought to himself.

Spider-Man struggled and gasped in sharp pain as two more mechanical arms were on the roof as they supported a figure who was looking down at Spider-Man. He looked up to see who it was. And his heart instantly broke once he saw who it was. His mentor and friend, Ozpin Octavius, still in the jumpsuit and a pair of protective goggles as he looked down at Spider-Man with a neutral, but cold expression on his face.

The students were in shock at seeing their headmaster being the perpetrator behind these events. They could never believe that their own headmaster, who had been so supportive to them, was capable of this.

Even Ironwood, Qrow and Glynda were looking at the screen with shocked or horrified expressions.

"Ozpin..." Ironwood says, turning to his old friend with a look of both disbelief and concern for him, not even finding the words to say at this moment.

Ozpin said nothing as he stared at the screen with an expression, a whole mixed sense of emotions raging within him. Sympathy for Jaune for what he was putting him through and mainly anger and disappointment for his counterpart for being the cause behind this, despite his problems, it was still no excuse.

"Doctor Octavius?" Jaune mutters in confusion and horror with a strained voice at the sight of his mentor being a part of this.

"First and final warning." Ozpin said in a grave tone as one of the arms grabbed onto his ankles, causing Spider-Man to groan as he was suddenly lifted up to be face to face with Ozpin.

"Stay out of our way." Ozpin warned in a dangerous tone towards Spider-Man. He then promptly tossed Spider-Man aside to the rivers below as falls down. Ozpin watched him fall and bared a slight look of remorse on his face at what he had just done.

"Is...did he...?" Ruby was almost afraid to even ask.

"I...do not believe with his powers, a fall from that height would be able to kill him." Penny explained, hoping it would be enough to help her friend.

"But after the beat down he just had..." Yang shakily said.

Ozpin, however, could see the look on his counterpart's face, his eyes slowly widening as he realized the look he was making and his thoughts behind it, and was all the more angered.

He regained his stone-cold expression as he turned to face the rest of the villains. "Each of you has a job to do. Your debts will be repaid when we're done. Go!" Ozpin ordered as the villains proceeded to make their way off the rooftop, as Ozpin gave one side a glance behind him before turning away, moving forward with his plans.

Down in the rivers below, a knocked-out Spider-Man was currently laying on a floating barrel as Police Helicopters and boats patrolled the area until a flashlight shined down onto his body.

"There he is!" The voice of Blake Belladonna called out as the boat began heading towards Spider-Man to try and rescue him.

Saphron placed a palm on her chest and let out a sigh of relief. "Oh thank god."

"Nice one, partner." Yang complimented.

"I'd do the say for any of you." Blake fondly said as she looked at her fellow students and friends.

Ilia watched from afar and felt a twinge of jealousy as she turned her head from the sight and frowned slightly.

Meanwhile in the city, civilians were currently rounding up in a rally, showing their support for Jacques Schnee for re-election as mayor.

But up above watching over the crowd, was Ozpin as he began crawling down the side of the billboard with his arms, crushing the face of Jacques on it as he made his way down.

"What...does he plan on doing?" Ruby asked, her tone filled with uncertainty and concern.

"I have no idea, sis." Yang admitted as she watched the screen with worry. "But I don't think it's gonna be good."

He looked down at the streets below while holding the Devil's Breath in his hand. "All these years, all these lies." Ozpin says with spite in his tone before turning and smirking at the billboard. "It's over Jacques." Ozpin said, as if he were there before turning his attention back to the crowd. "Time to give them the truth." Ozpin darkly declared.

"Wait, is that!?" Tai said as his eyes widened.

"The Devil's Breath!" Ironwood exclaimed.

Weiss's eyes widened in horror, realizing what he intended to do with it. "No, no! He wouldn't!"

"I'm afraid...he would, Miss Schnee." Ozpin somberly said.

One of his mechanical arms then took a hold of the Devil's Breath and reached far enough away from Ozpin so he was at a safe distance. Another arm joined in as it grabbed tore into the canister, both arms managing to break it as the deadly gas was then freed out into the world. A large red cloud of poisonous toxin filled the air as the people below watched on in confusion as the gas managed to reach them.

"Good god..." Glynda gasped while bringing a hand to her face.

"All those people." Kali said, placing her hand against her chest while Ghira held onto her for comfort.

"Oz..." Qrow quietly says, looking at the screen with shock and disbelief, not sure what he could even say right now.

Ozpin shut his eyes in anger at the horrible sight. "I've become her..." Ozpin muttered to himself as he watched with sadness as innocent people got caught up in his counterparts' actions.

Ozpin put on a protective mask to prevent himself from being infected. He watched as the people were beginning to worry about what was happening as they began to leave the area.

24 HOURS LATER

Meanwhile back at F.E.A.S.T., people were already reeling from the effects of the Devil's Breath as a room was converted into a makeshift ward. Glynda carried in the supplies that would help the sick people. But then suddenly she began to cough very harshly, nearly taking her breath away.

Ironwood's eyes widened in worry as soon as Glynda started coughing.

"You...you guys don't think that Miss Goodwitch is..." Velvet was almost afraid to even finish her sentence.

"It's probably just a cough, nothing more..." Weiss said, though she didn't sound entirely too sure.

A news report could be heard in the background, coming from a familiar voice. "This is Pyrrha Nikos with a Daily Bugle special report on the bio-terror attack," Pyrrha's voice spoke as Glynda removed her mask to see that there was blood covering the inside of it. "As of this hour, the number of infected civilians is approaching half a million." Pyrrha's voice said as Glynda looked at the mask with worry.

Ruby's eyes widened in fear at this. "Oh no..."

The students looked at their alternate teacher with both concern and worry. They didn't want to see their teacher possibly fall to this illness.

Ozpin hanged his head once more in shame. Feeling more angry towards his counterpart, not only for infecting an entire city, but also possibly condemning one of his closest and oldest allies.

Ironwood felt like his heart came to a stop the moment he saw that blood, seeing the woman he had complex feelings for in this state made him feel...helpless.

Glynda herself, she wasn't what to think. She had fought and trained all her life to be where she was now. And she'd figured that if she did die one day, it would be either from the Grimm or from defending her students. She had never considered this to be a possibility.

A worker came by and noticed Glynda's expression. "Hey, you okay?" He asked.

"Yeah…fine." Glynda said, waving off any concern while keeping her mask hidden. "Can you, uh…can you pass those…out for me" Glynda said as she looked towards the box.

Qrow sighs. "Always so stubborn."

Glynda gave a mirthless chuckle. "You're the one to talk, Branwen."

"It's not funny!" Ironwood suddenly snapped, turning to Glynda. "You could...you could.

"I know, James." Glynda softly said. "But there are people there who need my help. She knows as well as I do that protecting others is important."

Ironwood said nothing, slowly turning away to look back at the screen.

"Sure." The man nodded and took it off her hands and went around the room, passing by a TV with Pyrrha speaking on it.

"There is still no update from the NDC on the timetable for an antiserum, but they are working around the clock on a cure for this deadly disease."

"The city-wide quarantine is being heavily enforced. By Sable international" Pyrrha informed as an image of Sable blockades being shown and an agent attempting to block the camera. "Who maintains tight security over all transit points." Pyrrha said as another image showed them blocking off access out of the city.

"It's practically martial law." Blake said, stunned that the situation came to this.

"It's wrong." Weiss strongly said.

"Yes...it is." Winter said in agreement, staring at the soldiers working for her counterpart with disdain.

"Throughout the city, Police and Sable Agents continue to battle with Ryker's and Raft escapees…" as an image of Sable Agents caught in the middle of a firefight and an explosion occurring could be seen.

"Meanwhile, Mayor Schnee has gone on record blaming Spider-Man for the prison break and the city-wide sickness." Pyrrha said as an image of Spider-Man swinging past protesters could be seen. "And branding him a fugitive."

"WHAT!?" Most of the general audience exclaimed.

"Is he fucking for real!?" Nora exclaimed with anger in her voice, glaring angrily at the screen. "He's spent all this time trying to fix his mess, and he's blaming it on him."

"Weiss, I'm sorry, but your dad needs a kick in the balls." Yang said in a blunt tone as she looked at the screen with an irritated look.

"No apologies needed, Yang." Weiss said. "I'll be happy to aid anything that my so-called father deserves."

The screen changed to Jacques Schnee in his office, with a drink in his hand, looking over the city while Pyrrha's report was playing in the background.

"And here's the man himself." Qrow said with a scoff.

Ironwood just glared at the man on screen, believing him to be majorly responsible for everything that has happened, the city, and Glynda.

"But he has yet to provide evidence and many believe the mayor is just deflecting blame," Pyrrha informed as Jacques took a drink. "since an exclusive report by the Bugle revealed that this disease originated in a secret, unregulated Schneecorp laboratory here in Manhattan."

Jacques scowls as he turns away from the screen. "Mayor Schnee insists that Schneecorp is working with the NDC on an antiserum,"

Jacques then turned to his secretary. "Turn it off." Jacques demands as the woman rushes over to the TV while it continues.

"Looks like someone can't handle the truth." Coco scoffs.

"And this is something he isn't gonna recover from." Ren said.

"But he'll try." Winter muttered.

"But has not provided any further evidence to support this claim…" Pyrrha said before the TV was shut off.

Jacques was glaring with anger as his secretary noticed this and left to give him some room. He was so angry that he managed to break his glass as ice, shards and his own blood dripped to the floor.

Back in the city, Spider-Man was currently swinging on the side of a nearby building as he looked over his once great city, which was now in a state of panic and despair.

"Dr. Octavius…why?" Jaune asks with despair in his tone at how far his mentor had fallen. Jaune sighs. "How did I let this happen?"

"Jaune..." Ruby said with a concerned look for her fellow leader and friend.

"This is by no means his fault." Pyrrha said.

"Yeah, but that's not gonna stop him from blaming himself, unfortunately." Saphron said.

"Still, it'a good thing he's alive." Blake pointed out. "He needs to find and stop Ozpin."

"Easier said than done." Ren said,

As he swung himself to the top of the building, he then got a call from Blake. "Just got a call from the hospital, they said you went AWOL."

"Need to get back to work." Spider-Man said in a serious tone as he looked over the city.

"The doctors said you still have fourteen broken bones." Blake pointed out to him.

"He's lucky to be alive after that." Tai commented.

"I don't think the kid feelings lucky at all, Tai." Qrow says.

"Which means I have one hundred and ninety-two non broken ones." Spidey said in a slightly joking tone but was unable to fully make light. "Thanks for taking care of me by the way." Spider-Man said as he swung off the building.

"The hard part was keeping you hidden from Winter." Blake said. "They've branded you a 'priority target' you know." Blake says as Spider-Man perches himself on the top of a tower.

"I humbly accept the honor." Spider-Man remarks but was still very concerned as he looked over the streets. "What is happening to our city, Blake?"

"I don't know." Blake answered honestly. "Feels like the end of the world. Maybe it is".

The audience remained quiet, even after the screen turned off and the light came back into the room, they were still stunned and shocked over what they just witnessed.

View noticed the silence and the worried looks from his guests, looking at them with a sympathetic expression. "I'm...sorry if these events have upset you.

Qrow scoffs. "That's one word for it."

"That was...that was a lot." Blake said in a quiet tone.

"I...I still can't believe what I just saw." Weiss said, her tone filled with disbelief at not only witnessing their own headmaster becoming a super villain, but for unleashing a deadly virus onto an entire city.

Speaking of which, most of the audience turned to see how Ozpin was doing after seeing his counterpart. But Ozpin was quiet, looking down at the floor with a passive gaze.

"Ozpin." Ironwood spoke out to his old friend. "You should know that no one here harbors any ill will towards you."

"Yeah!" Yang nodded. "That stuff that happened…That wasn't you."

Ozpin said nothing as he continued looking down, mulling over his thoughts.

"Headmaster," The voice of Ruby spoke out to him, prompting him to turn to see his student, who was bearing an understanding look.

"You know it's not your fault, right?" Ruby said in an understanding tone. "You once said that these worlds aren't our own. And that we should learn from them as well."

"She's right, Ozpin." Glynda said. "These worlds serve as a warning if anything, and while they're reflections of us, they in no way will lead to us becoming like them."

Ozpin gave Glynda and Ruby grateful smiles at their support. "Thank you, Miss Rose, Glynda. I...greatly appreciate that."

Ruby smiled as Ozpin stood up straight, just as View chimed in once more.

"I think we should take a break before the next viewing starts." View suggested.

"That sounds good to me." Sun sighed.

"Tell me about it." Coco muttered in agreement with her fellow leader.

"Yes, and hopefully the next viewing of this starts. Mr. Arc and the others can work to stop the Devil's Breath, Taurus, and hopefully bring Oz out of his state.

Everyone nodded in agreement as they then relaxed as best as they could, taking amongst themselves, resting, and taking in the food and beverages View supplied them. but Ozpin's smile left him as soon as everyone's eyes were off him, his somber look still on him. "If only they really knew the real me...They wouldn't be as supportive as they are now."

---

Thanks for reading this chapter of Worlds of Arc.

And so, we reached the tipping point of the Spider-Man story. Ozpin has finally become Doctor Octopus, formed the Sinister Six and has unleashed Devil's Breath over the city and infected most of the populace.

And I am so thankful that I published this just in time for the second game to come out, which I will spend my time playing as long as I can. And please no one ask me to do the sequel, the first game was already challenging enough. Now I'm gonna be on break for a bit, just relaxing so I don't get burn out because I'm gonna be honest, I was pretty much forcing myself to finish this chapter. So I'm gonna spend a couple of weeks just relaxing till I come back.

Next chapter, it will be one returning to a world that has not been seen in quite some time. Something I didn't want to come back to, but decided to do so. Thanks and see you around!