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?

70. Spider-Man PS4 Part 12

Triscythe59: Glad you liked it.

Mr. Mobile: Sorry, but no. Maybe for the sequel

Luff L Deathwalker: It will not.

FlickeringIdeas: I honestly think it's one of the best in the first season. Glad you think so, though I am finished with the Clone Wars reaction to this story, I still have some plans for the future.

Wearedeadpool: Not for this story. As for Doctor Who, that is quite a lot, I'll have to give it more thought.

Gachaverso: It's intentional, because I'm not doing Permanent Retirement.

Pharamine: Sorry, but these chapters do take a long while to do. Also, yes, it is very NICE.

SPARTAN-626: Glad you enjoyed reading it. There are a few chapters left to go to and I hope to make them the best I can.

Darkknight1227: Maybe for the sequel story for those two. I might do Guardians as well.

Omphileavile: Maybe. I only saw the first film, and that was a long while ago.

Gamesuars12: It'll be quite the reaction, that's for sure.

Doctorwhoapol: Sorry, I would be willing to do that, but I'll be saved for the sequel.

---

The screen opened up to where it last left off, with Spider-Man looking over his city, which was currently in a state of panic and despair due to the actions of his worst foes, which now sadly included his mentor, Ozpin.

"To think, I caused this much chaos and destruction. All because of some…pointless quest for revenge." Ozpin said, hanging his head down in shame of his counterpart.

He then felt a hand touch upon his shoulder, causing him to turn to see Glynda looking at him with a look of sternness, yet held sincerity to it.

"You shouldn't blame yourself for this, sir." Glynda said. "The actions of your counterpart shouldn't reflect upon you."

"Yeah," Tai chimed in agreement. "You shouldn't let this get to you. We all know that you wouldn't let anything happen back home. You're too good for that.

Ozpin smiled and nodded in appreciation at this. "But I am far from perfect as some might wish to believe." Ozpin mused as he continued watching the events unfold.

But while Jaune was still saddened that his former mentor had fallen like this and caused so much damage, he knew that there was still work to do and people to save.

"I'm here to help." Spider-Man said in a tone that was filled with determination.

"Good. There's gangs of escaped prisoners banding together and taking over entire city blocks." Blake informed. "Looting, strong-arming local residents, you name it."

"That's going to be a problem." Ironwood said.

"Bigger than six, rampaging super-villains?" Yang questions.

"If not more so, Miss Xiao Long." Glynda said sternly. "People like Roman Torchwick should serve as a reminder that even average criminals, even equipped with the resources and power, can be a problem for civilians."

"Yeah, that's for sure." Ruby muttered in agreement, remembering the Breach.

"I'll take care of 'em." Spider-Man assured as he leaped off the tower he was on and started web swinging through the city, which were now filled with escape criminals. "What else you got?"

"The mayor told Silver Sable to do whatever it takes to find Taurus and Octavius. So she's just rounding people up indiscriminately, holding them captive in bases around the city." Blake listed off. "I've even heard rumors of enhanced interrogation tactics."

"You mean torture." Spider-Man said with clear disapproval in his tone. "Don't worry. I'm on it. This is our city Blake, it's time we take it back."

"Torture!?" Kali repeated with a look of horror on her face.

"They can't do that!" Sun growled. "It's bull!"

"It is indeed." Ghira said in rare agreement with the boy.

Winter clenched her fist and looked absolutely furious at the news that her counterpart was condoning such barbaric acts towards the people, who she was supposed to be protecting. Her anger grew more so because of the fact she was doing it for her father, regardless whether they were related in this dimension or not.

"Winter?" The voice of her concerned sister pulled her out of her thoughts and she looked up to see Weiss's look of concern.

Winter sighed and regained her composure. "I am fine, sister." Winter said. "It is as View said, these worlds and counterparts are their own. They do not always represent us at certain times." Winter said as he turned back to the screen. "But that does not mean I like it any less…" She thought that last part to herself.

"Great. My men are tracking the super villains; I'll update you when we make progress. For now do your best to stabilize the city." Blake instructed as she hung on Spider-Man.

Spider-Man looked down over at the crime ridden streets of his city, as well as avoiding being shot out of the sky by some camping inmates who had seized Sable Tech and rocket launchers, making him be constantly on guard.

"Man, it really has gone to hell…" Tai said.

"That's one word for it." Qrow said. "Just hope the kid can stop these guys."

Suddenly, as Jaune was swinging and avoiding being shot at, he suddenly got a call from a worried Glynda. "Jaune! I've been trying to reach you all day, are you OK? The prison break turned the city upside down overnight."

"I'm fine Glynda, staying safe." Jaune assured. "I'm more worried about you."

"Oh no, don't you do that." Glynda said sternly. "F.E.A.S.T. Is the safest place in the city right now. Our sister locations uptown, not so much. But we're safe and secure down here."

"She's not telling him?" Ruby asked with a concerned look.

"I…imagine my counterpart would want less stress placed on Jaune as it is." Glynda guessed.

"But she has to tell him at some point?" Weiss asked. "This isn't something she can just keep a secret."

"I doubt don't she will, Miss Schnee." Glynda said. "But most likely, at least from what I can attest to, is that she is putting the safety of others first, rather than herself."

"Let's hope it stays that way." Jaune prayed. "I'll stop by when I can, Glynda. Love you."

"You too, Jaune." Glynda said affectionately as the call went off.

"They'll be cured." Ironwood thought to himself. "So don't worry so much. Despite the problems with Jaqucces, Mr. Arc will doubt doubt stop the Six and cure the Devil's Breath. He has to…"

Spider-Man would continue his patrol and attempt to keep the city in check. Taking down criminals that were stationed on rooftops, helping out and saving civilians, just whatever he could to try and minimize the damage being caused to the city.

As Spider-Man had just finished taking care of a skirmish, he got a call from Blake "Spider-Man. The Raft MVPs are back on the grid, laying siege to our police precincts." The police captain informed. "My men need your help, now. Get to a vantage point in midtown and I'll explain."

Spider-Man nodded as he changed directions and started web swinging. "On my way. Is it Octavius?"

"No. Two of his flunkies. Still searching for the Doctor." Blake said. "I have to be honest... that one scares me. Might be the smartest Super Villain I've ever encountered."

"Yeah... that's what I'm worried about. Hold tight, Captain." Spider-Man said with evident worry in his tone. He started making his way to the tallest building in the city for the best vantage point he could get.

"Any ideas where the other you might be, Oz?" Qrow asked.

"I imagine he'd be devising a plan to make Jaqucee pay most of all, as the the actions of the others however, elude me at the moment." Ozpin answered.

Spider-Man made his way to the top of the Empire State Building and looked over the city while he called up Blake again. "OK captain. Got eyes on, fill me in."

"Rhino's assaulting the Upper West Precinct; Electro's at the Upper East." Blake informed. "We need you to turn the tide. Head to either, they're both equally screwed."

"Hazel and Black." Ironwood recalled. "Even one of them can prove to be dangerous."

"At least it's not all of them this time." Saphron pointed out. "There's at least a positive."

"Not a big one." Qrow mutters.

Jaune looked over the options and decided to go for Electro first. So he jumped off the top of the building and began to free fall his way down to gain the momentum he needed. Once he got enough speed, Spider-Man fired a web onto a nearby building and swung himself upwards, flying in the air before web swinging to the location where Electro was.

As he swung over to his location, he suddenly got a call from his Aunt Glynda. "Jaune, are you available? We need help at F.E.A.S.T.'s sister site uptown." Glynda said with worry in her tone.

"The Veteran's Center in Harlem? What's wrong?" Jaune asked.

"Men from Ryker's are demanding food and supplies. The staff are barricaded inside, but they need help." Glynda explained. "Oscar and I are headed there to evacuate the staff."

"Truly awful…" Ghira shook his head at this. "Taking advantage of people at this time."

"Not that different from our world then." Ilia quietly muttered.

"Quite. But Electro and Rhino are the priority at this moment." Winter said. "Mr. Arc needs to deal with them first."

"But what about Miss Goodwitch and Oscar?" Ruby asked with a tone of worry.

"I assure you, Miss Rose, my counterpart will do everything to keep her and Oscar safe." Glynda said. "Winter is correct, right now, Black and Hazel are the main problems that need to be dealt with."

"Don't do anything until I get there, Glynda." Jaune strongly advised. "I'll meet you in Harlem." Jaune said as the call went off. While swinging, he noticed the tone his aunt held during their conversation. "Glynda sounds exhausted. Really, I hope she isn't sick." Jaune said with worry growing within him. "Need to help, Blake, then get to Harlem." Jaune says as he continues swinging his way through the city to stop Electro.

"Hopefully as soon as they stop them, Jaune can work to make a cure for this virus." Pyrrha said.

"If there is one…" Ren muttered.

"There has to be." Ruby insisted. "The city and Glynda are at stake, there has to be something that can stop the Devil's Breath."

Realizing he was getting closer to his location, Jaune called up Blake again. "Blake, I'm nearing the Upper East precinct."

"Good, Electro and the Demons are boxing my men in..." Blake informs. "The set up is... complicated. You'll understand when you get there."

"Blake Belladonna: master of suspense." Jaune mutters as he is nearing up on the location, seeing the flashes of light from afar.

At the police station, Electro was flying around the area, shooting off beams of electricity everywhere. He looked to his side to see a helicopter carrying a transformer and began siphoning energy from it. With his power increased, Mercury blew apart the police's radio tower while electrifying the entire building, shocking any cops away from entering inside.

"Oh no!" Penny cried out. "They're trapped!"

"He must be electrifying the entire building!" Blake said with narrowed eyes.

With his goal accomplished, Electro zapped his way out of there, just as Spider-Man entered the area and saw what was happening.

"This isn't good. Transformers are charging the building, trapping the police inside." Spider-Man mused to himself as he watched the Demons attack the police with rocket launchers. "Blake, "Complicated" was an understatement. I'm gonna have to disable these transformers to free your men."

"Even if you manage that, they'll still need your help with the Demons." Blake pointed out.

"That's why I'm here, ready to serve all your electricity-and-Demon related needs." Spider-Man remarks as he looked down below and saw that the building nearest to him had one of those transformers on them.

"Man, sounds like a lot." Sun said.

"He can do this." Ruby said with conviction in her tone. "I know he can."

Leaping down onto the rooftop, Spider-Man was face to face with a couple of Demons guarding the transformer. One attempted to shoot him down, only for Spider-Man to dodge the bullets and webbed the gun off him and threw it right back at him. He quickly took down the other Demons with a web bomb, trapping them in webs as they were either stuck to the wall or the ground. With them taken care of, Spider-Man sets his sights on the transformer. He fired his webs at the thing, damaging more and more of it until it was destroyed.

"Four more of these suckers..." Spider-Man muttered as he surveyed the area for another transformer for him to take down.

"At least Mercury isn't here, making things more complicated." Velvet pointed out.

"Yeah, but I have a feeling things aren't going to be that simple, bun-bun." Coco said.

As he swung towards the next one, he saw that there was a transformer hanging off from the helicopter, hovering near where he was. "How did they even get that thing attached?" Spidey questions as he swung past the thing. "And it can't be easy to fly like that. Did they train specifically for this one obscure scenario? So many questions." Spider-Man says.

"He's got a point actually." Nora said. "Seems like a really specific thing to have at this time."

"Perhaps we'll ponder on it for later, Nora." Ren said.

Jumping off the building, Spider-Man swung around the police station for another transformer to take out. He swung until he spotted another one nearby and began firing at it while in the air, successfully destroying it. "Two down, three to go," Spider-Man announces with pride as he moves to the next transformer. "Man., I did not miss dealing with Electro's elaborate Super Villain antics while he was in The Raft. Trapping the police with a network of energy transformers... who does that?" Spidey questions.

"Clearly not the sane." Glynda commented.

After taking out the next transformer on the buildings above, he diverted his attention to the ground floor, where the last transformer was being held while guarded by the Demons. Spider-Man fought against the Demons as he dodged their bullets by dodging back and forth. He quickly took them out and proceeded to take down and destroy the last transformer, firing all of his webs until it broke apart.

"Only one more." Spider-Man says as he looks up in the sky to see the helicopter still hovering around. "Last transformer trapping the police is hanging from that helicopter." Spider-Man observed as he jumped himself up in the air and went after the helicopter.

"Wow. Bet you that's the first time anyone has said those particular words in that particular order." Spider-Man remarks as he chases after the helicopter.

He began firing his web-shooters at the final transformer, damaging it to the point where it was finally destroyed. And with the final transformer destroyed, the electricity surrounding the police station dissipated, allowing the police officers to free themselves. But as soon as they got out, several Demon cars began pulling up.

"Police are free, but Demons aren't backing down; need to lend a hand." Spider-Man said as he joined the fight as he landed onto the ground behind the Demons. Webbing onto a nearby post box, Spidey spun it around and threw it towards the Demons, managing to knock a few out before quickly fighting them while they were distracted.

Thanks to the aid of the police, Spider-Man quickly went through the Demons one by one until there was one left, one with a sword. Spider-Man dodge his body around the sword as the Demon attempted to cut him down. But Spider-Man fired a web line onto his face and pulled him onto the ground harshly, knocking him out.

"And that takes care of the Demons!" Sun said with a smirk.

"Now there's Rhino to contend with." Pyrrha stated. "Hopefully he hasn't caused too much damage."

"It'd be pretty difficult not to with a man in a giant Rhino suit." Weiss remarked.

After that was dealt with, Spider-Man called up Captain Belladonna again. "Blake, your men are safe. What's next?"

"Get to the Upper West Side. We're trying to shelter civilians, but Rhino isn't making it easy." Blake explains.

"He never does." Spider-Man comments. "On my way." Spider-Man said as he leapt up in the air and started swinging to its location.

As he headed over to the next police station, Jaune checked his phone messages and saw one available for him. "Oscar left a voicemail." Jaune mused as he checked it up.

"Jaune! Hey, Jaune, Hey, Glynda wanted me to call you." Oscar spoke a little out of breath and even panicked. "Things at the Veterans Center are not good. Convicts are trying to break down the doors."

"Oh no, it's getting worse." Kali said, putting her hand to her mouth in worry.

"Glynda and the people at FEAST won't be able to handle those guys." Tai said.

"But what about Rhino?" Yang asked. "He is still causing trouble."

"Which means Jaune will have to work as quickly as possible." Blake said.

"Hopefully he can get to her in time." Ruby said, though a part of her was worried for Oscar and Glynda.

"Pyrrha's here but we're getting people out through the basement, we need more help. I hope you can get here soon."

Jaune's worry grew at this information. "I need to finish with the precincts fast and get to Harlem." Jaune said as he quickened the pace and swung faster towards the police station and helped them deal with Rhino.

At the Harlem Police Station, officers were urging civilians to get inside for safety while the rest of them were trying to fend off the Rhino, who was currently pushing past some cars as he then charged towards them, with armed inmates following him from behind.

Rhino ran right through the police cars as the officers got out of the way for safety as Rhino tossed the cars aside. An officer helped his partner up off the ground as Rhino fled from the scene. They turned to see the inmates coming towards them as they laid down suppressing fire. But the inmates were more heavily armed and had greater numbers than the police did.

"They're so many of them." Terra muttered in fear.

"The police won't be able to stand a chance against them." Winter realized. "Where are my counterpart's forces!" Winter thought to herself. "Surely they would be here trying to stop them!"

Spider-Man watched on from above level as he got a called-up Captain Belladonna again. "Blake, Rhino's on the move, but former guests of Rykers are laying into your police barricades." Spider-Man informs. "I'm going to even the odds." Spider-Man said as he jumped off his vantage point and swung down to the nearest barricade.

"Do it," Blake encouraged. "If those barricades fall, the people inside are done for." Blake said as she hung up to let Spider-Man do his work.

Spider-Man landed right down in the middle of inmates, currently in a shoot off against the cops. They looked at him in shock and before they could react, Spider-Man quickly took down the first inmate nearest to him by webbing a line onto his face and swung him towards another inmate, knocking them both out.

One inmate with a shield attempted to bash him with it, but Spider-Man simply got around behind him and kicked him to the ground. He fired a web line onto the shield and swung it around the area, knocking down any inmate in the way before hurling it at the last man standing.

"Yeah! Take that!" Nora cheered for her fearless leader.

"There's still Rhino, and now Elector to deal with." Ren reminded.

"They'll be dealt with in time, Mr. Ren." Glynda said.

"Thanks, Spider-Man." A police officer called out in appreciation for his aid. "Help our men at the other barricades!"

Spider-Man nodded as he swung himself away from the area towards another barricade location.

"Never seen Rhino walk away from a fight like this…" Spider-Man commented. "He must be working on orders from Dr. Octavius." Spider-Man theorized. "Making quick hit-and-runs on the city's emergency response teams."

"It would make sense." Ozpin muttered. "He must have something grander in mind."

Spider-Man landed on a nearby light post on the next barricade, the Demons too caught up in their firefight to notice him. This gave Jaune an ample opportunity to take them out while their backs were turned. He looked at the back of the group and saw two armed inmates at the back, waiting for their turn to fire. With those two separated from the rest, Spider-Man fired a trip web onto the chest of one of the inmates. He looked at his chest in surprise before turning to his fellow escapee, which caused the trip web to activate and ensnare the other inmate, webbing the two of them up in a single instance and gaining the attention of the other inmates.

Once his position was spotted, Spider-Man fired a web line onto the nearest inmate and launched himself towards the goon, knocking him down to the ground and taking the rest of the inmates by surprise. With their numbers thinned out, Spider-Man went to take care of the rest of the prisoners one by one, either by using his gadgets and webs or by his skill and agility, even finishing it off with a simple web-bomb that trapped the rest of the inmates in their places.

"Thanks Spidey!" A police officer said in gratitude. "Get to the other barricade, they need you!"

"He's doing a good job of clearing up those inmates." Winter complimented.

"Hopefully, this'll be over in no time." Kali said.

"I doubt it'll be that simple, dear." Ghira said.

With the inmates cleared out, Spider-Man swung towards the next barricade to clear out the inmates. Spider-Man swung himself to the other side of the street where the inmates were pressing the advantage over the police. A position they would not hold for long as Spider-Man landed on the street before the inmates, surprised by his sudden presence.

A Brute came charging towards Spider-Man, hoping to crush him, only for the vigilante to doge his attempts as Spidey would fire off a few shots for every attempt he made against him until he was completely wrapped up in webbing. After kicking the brute to the curb, a flash grenade was suddenly tossed in Jaune's direction. But thanks to his Spider-Sense, Jaune webbed the grenade in mid-air, spun it around before turning it back to sender, stunning him and the rest of the inmates.

As they tried to recover from their own projectile being tossed back at them, the inmates were left open for Spider-Man to take down as he proceeded to lay the beat down onto every single one of them until they were all beaten to the ground. Spider-Man let loose a sigh of relief at having just taken care of the inmates. But the brief peace didn't last as the sounds of explosions coming from above caught his attention.

Sun groaned. "Really? More bad crap happening?"

"No rest for the wicked, kid." Qrow said.

"Spider-Man! Up top!" A nearby police officer called out to him. "Convicts're launching RPGs, they'll bring down the building!"

"Not gonna let that happen; I'm on it." Spider-Man assures as he proceeds to run up alongside the police station.

He kept running until he made his way up to the rooftop of the police station, where he looked ahead to see inmates armed with RPGs, firing at the police at the streets below. With their backs turned to him, the inmates were left open as Spider-Man webbed the first inmate in front of him and pushed him onto the ground where he was stuck. The other two turned to see Spider-Man as they attempted to blow him away with their rocket launchers.

Spider-Man promptly dodged their rockets as explosions occurred behind him and webbed away one of the rocket launchers off the hands of one inmate before webbing the other one in the face. He proceeded to knock them down to the ground as they laid there in defeat, which also gained the attention of the other inmates on the rooftops, which turned their direction on the police and switched it to Spider-Man.

"One roof clear." Spider-Man says as he quickly got off the building before any of the inmates could focus on him. He swung towards the building on his left side and launched himself towards a rocket inmate, knocking him to the ground.

"This city's gonna fall, spider, starting right here!" One of the inmates madly exclaims as he attempts to gun Spider-Man down.

Spider-Man dodged as he webbed onto a nearby power box and swung it around, which shocked the nearby inmates, before throwing it right at the inmate in front of him. Spider-Man quickly took care of the inmates, one by one by either knockout or just throwing them off the building, which he thankfully placed a web trip line on them to safely assure that they didn't fall to their deaths.

As Spider-Man was finished with the rooftop he was on, he was about to head towards the next one when suddenly, he found himself bound by a familiar electric cable, holding him in place as he struggled.

"Whoa! What the hell!?" Yang exclaimed in shock, as did most of the audience by this sudden attack.

"That wasn't the Demons." Ren started with a serious look.

"Then who?" Ruby asked.

"Ozpin?" Weiss questions.

"No, sister." Winter said with narrowed eyes, knowing full well who it is. "Someone who's just as deluded."

Spider-Man's lenses widened in shock as he looked up to see Sable Agents hovering in the air with jetpacks attached to them.

"Priority target acquired." The lead agent announced. "Proceeding to pacify."

"Oh come on!" Yang exclaimed in frustration, throwing her arms up in the air. "They're seriously going after Jaune right now!?"

"Yeah!" Nora yelled in agreement. "He's the one trying to kick their butts back to prison!"

"Most likely, Weiss's father wants him taken down first." Ren theorized, though was just as unhappy as his friends were.

"They should be helping the police deal with the Demons and the Inmates." Ironwood said with narrowed eyes and a glare.

"I guess they got their priorities twisted, Jimmy." Qrow remarks. "Hiring Mercs, you don't exactly get the nicest of guys to work for you."

Spider-Man managed to break through the bindings as he stood defensively against the Agents. "There are easier ways to ask for my autograph." Spider-Man jokingly says as one of the agents immediately fired at him, prompting him to back flip away.

"Jetpacks?" Spidey asks in disbelief. "Who thought it was a good idea to give these guys jetpacks?" Spidey asks.

Spider-Man then fired a web line onto one of the agent's chests and launched himself towards him before knocking him around back and forth, before finishing him off with a finishing move with a swing-kick to the chest. "Guys, we're on the same team!" Spider-Man tried to convince them. "At least wait to attack me till after we take out the convicts."

But the agents weren't interested. "All lawbreakers will be pacified." The leading agent said in an official tone.

"Pacify." Spider-Man repeated as he used a trip web onto a building, which latched onto a nearby agent, trapping him there. "Anyone else feeling very "1984" right now? Oh, just me? Come on, anybody?"

"I have no idea what that means, so I'm gonna assume it's bad." Ruby said.

"Considering they're trying to capture him, I would probably say so." Pyrrha said in agreement.

With only one jetpack agent left, Spider-Man quickly took care of him by webbing up his jetpack, preventing him from hovering in the air as he proceeded to fall to the ground, right before Spider-Man webbed him to the side of a building. With the agents taken care of, Spider-Man refocused his efforts on taking out the rocket welding inmates. Swinging himself over to the next rooftop, he detached himself from the web line he was swinging on and dropped down onto the rooftop, webbing down the inmates while falling.

He rolled across the ground before quickly standing back up in front of the inmates. The ones not webbed up, pointed their weapons at him and opened fire at Spider-Man. Spider-Man performed a few backflips before webbing one of the inmates in the face and using an impact web to launch him backwards towards a wall.

And after dealing with the last remaining convicts, Spider-Man diverted his attention to the final rooftop, where the convicts were in the middle of a fight with the Sable Agents.

"Y'know, part of me wishes that Jaune would just leave those guys to fight each other." Yang admits.

"Would save a lot of problems." Qrow said.

"Yes, but I doubt Mr. Arc will allow them to kill one another." Ozpin said. "His sense of responsibility is great after all."

"I doubt it will change the mind of the Sable Agents." Ironwood pointed out.

"Perhaps." Ozpin admits. "But at least Mr. Arc will stick to his principles, even in this dire time."

He performed a giant leap from the rooftop and made his way onto the final one, landing in the middle of the skirmish between the convicts and Agents, who all diverted their attention on Spider-Man. He tossed up a web grenade towards the convicts, webbing them in place as Spider-Man webbed himself towards the agents to deal with.

"Did you guys design those little energy bola things just for me? I'm both flattered and horrified." Spider-Man remarks while beating up one of the agents, knocking him out.

He beat around the agent back and forth, finishing him off with a finishing move before using one of his trip webs onto an agent that was charging towards him, jumping over his head as the agent was suddenly latched onto his fellow agent as the pair fell to the ground. With the agents taken care of, Spider-Man landed back on the rooftop and proceeded to beat down the last of the inmates, a few of them still bound in webbing which made it easier for Jaune to take out while there were two left with rocket launchers in their hands.

They immediately fired at Spider-Man, causing him to quickly roll out of the way, avoiding being blowing apart as he fired a web onto the chest of one of them and launched himself towards him, knocking him to the ground before webbing up the final inmate, pulling him towards him before giving a powerful uppercut, knocking him out.

Letting a sigh of relief, he called up Blake to let her know the news. "Blake. Precinct is secure. And I just found out what it means to be Winter's "priority target." Not fun."

"Believe me, I know." Qrow mutters, prompting Winter to scoff.

"Oh please, as if you're that important." Winter said.

"More than you know, Ice Queen." Qrow remarked with a smirk, prompting Winter to glare angrily at the older Huntsman.

"That'll teach you to piss off international mercenaries." Blake remarked with some amusement in her tone.

"Guess so." Spidey mutters. "OK, I need to sign off for a bit, call me if things go south."

"Will do. And thanks, you've given us a fighting chance." Blake thanked as she hung up on Spider-Man.

"OK." Spider-Man sighs as he heads towards the direction that leads to Harlem. "Need to hustle to F.E.A.S.T.'s Sister Site in Harlem and help Glynda." Spider-Man says as he headed, hoping to reach his aunt in time before anything bad happens.

"Hopefully they'll be okay." Velvet said.

"I'm sure they're fine, Vel." Coco said, placing a hand on her teammate's shoulder. "So long as they are safe inside the building, they can't do anything to them."

But as he was swinging there, he suddenly got a call from Pyrrha.

"Jaune! Thank god," Pyrrha exclaimed, her voice filled with panic. "We need you at the Veterans Center, where are you?"

"I got held up, are you OK? What's happening?" Jaune asked, worried over her tone.

"The convicts started a fire!" Pyrrha exclaimed, causing Jaune's eyes to widen in shock. "We got the building staff out, but Glynda and Oscar are trapped inside. I'm trying to find a way in to them but the fire's spreading so fast..."

Ruby's eyes widened with shock and fear. "Oh no..." Ruby said, her voice laced with worry over Glynda, Pyrrha and Oscar.

"Glynda..." Ironwood quietly gasps.

"The crazy bastards!" Yang cursed in rage. "They're really gonna try and burn the place down!?"

"Barbaric." Weiss said in a tone of disgust towards the people responsible for this.

"Stay where you are, Pyr. I'll handle this." Spider-Man hung up as he started quickening up the pace. "Damn it, move it Jaune, move!" Jaune says to himself as he went as fast as he could, ignoring the shooting in his direction from the inmates camped up on the rooftops as he tried to make it to the relief center.

Jaune neared the location, where he could clearly see the building due to the fire coming from out of it. He landed on the rooftop of the building and got a call by Pyrrha.

"Oh god." Kali gasped, putting a hand in front of her face in horror.

"Those maniacs..." Winter growled.

"Jaune! Fire and rescue's on the way, and I found a fire escape that'll get me –"

"Pyr, stay back!" Jaune strongly said. "Don't want to have to rescue you too…

"Jaune don't be crazy, wait for help!" Pyrrha says.

"Don't think that's an option for him right now." Yang said.

But he didn't listen, Spider-Man jumped off of the building, firing a web line onto the rooftop and swung himself back around and smashed through one of the windows, landing on a wall inside of a room which was currently on fire. Spider-Man looked around the room for any sign of Glynda and Oscar. "Glynda? GLYNDA!" Spider-Man yelled out, hoping she could hear him.

"She has to be there...She has to be..." Ruby whispered, mainly to herself.

A voice suddenly cried out to him. "Help!"

Spider-Man perked his head up to the upper levels where the voice was directed from. He jumped up from his spot to reach the upper levels. He landed on a wall, but quickly got off when it fell down to the fiery depths.

"Here!" A voice called out, prompting Spider-Man to look down from where he was standing. "We're over here!" The voice of Oscar called out as Spider-Man crawled across the floor to see Oscar and Glynda a level down as Oscar was helping Glynda from falling.

"Oh no..." Velvet said.

"It's okay!" Nora assured. "Jaune's here now, he can save them both."

Spider-Man fired two web lines onto the floor, supporting their weight.

"I've got you..." Oscar says as he went to help get Glynda up from the floor.

"Hang on!" Spider-Man yelled out as he pulled with all his strength.

"Aunt Glynda you all right?" Oscar asks as Glynda tries to get up from the floor.

"Get to the window!" Spider-Man cried out as he began to struggle a bit.

Oscar looked over to where it was, which was the far-right side of the room. "It's too far!"

"Hold on." Spider-Man said in a strained voice.

"How are they gonna get them out?" Saphron asked.

"I...am not sure they can." Penny said with a worried expression.

"There has to be something!" Yang exclaimed.

Just then, a piece of debris by the window was suddenly kicked away, as Pyrrha was standing on the other side of the window. She quickly jumped inside of the building to see where Oscar and Glynda were, as well as glancing up at Jaune, who was still holding back his webbing.

"Pyrrha?" Nora said in surprise to see her teammate's counterpart enter the room, as was Pyrrha herself, but seeing the look in her counterpart's eyes, she knew what she was doing.

"What's she doing?" Terra asked.

"I believe we're about to see for ourselves." Ozpin said with an interesting tone.

"Just... Brace yourselves!" Pyrrha warned as he walked over to a nearby pillar as she tried to push it down.

Penny's eyes brightened. "Of course! Using the pillar as a support!"

"Very smart, Miss Nikos." Glynda complimented.

"Even without powers, Miss Nikos still holds the desire to help others." Ozpin smiles in pride for his students.

Spider-Man grunted and coughed as he almost began to lose his grip on the webbing as the floor under Oscar and Glynda broke a bit.

"Come on you stupid piece of," Pyrrha grunts as she manages to push the pillar over to where Oscar and Glynda were, making a walkway for them. "Come on, Glynda, I've got you!" Pyrrha says as she reaches her hand out to her.

Glynda and Oscar slowly walked upon the walkway to try and make it over to the over side as debris over Jaune's head was started to give.

"Saphron's eyes widen in fear at this." Oh no..."

"Hurry, hurry, hurry..." Ruby urged quietly, sitting on the edge of her seat.

Plucking up her courage, Glynda quickly moved as Spider-Man struggled holding his web line.

"Oh my god..." Glynda gasps as she manages to make it over to the over side. But the floor started to give, causing Oscar to fall to the ground.

"Oh no! Oscar!" Ruby said, worried for the young man.

"Go! go!" Oscar encouraged as Pyrrha to lead Glynda to safety towards the window as she climbed through it.

Pyrrha walked over to Oscar and held out her hand to him. "Oscar, come on!" Pyrrha calls out as he stumbles to get up.

It became too much for Jaune as he lost his grip on the webbing just as Oscar leaped over to the other side, hanging over the edge. Pyrrha grabbed onto his arms and began pulling him up.

But the debris over Jaune started to give way as it collapsed right on top of him, causing Jaune to fall down the burning building. Pyrrha watched on in horror. "NO!" Pyrrha cried out as she watched the man, she still loved fall.

"Jaune!" Pyrrha called out as her eyes widened in horror, scared she might see a version of her partner potentially perish.

As he fell, Spidey regained his focus as he managed to fire a web line up above, but it was just mere centimeters from reaching the floor…Until Oscar suddenly leapt in and grabbed the web line, preventing Spider-Man from falling.

"YES!" Nora cheered, jumping up from her seat in jubilation. "Thank you, Oscar!" Nora yelled at the screen, promising to herself that if she ever met the boy in person, she would give him and Jaune the biggest hug of their lives.

"Oh thank goodness." Saphron breathed in relief.

Pyrrha grabbed onto Oscar's back and helped him pull up Spider-Man. They tugged on the web line, pulling him up onto the floor.

"We've got you!" Pyrrha says as she checks up on him to see if he is okay. "We got you."

Spider-Man sighs as Pyrrha and Oscar help him up from the ground and help carry him out of the burning building, carrying him out through the window as the screen fades to black.

Glynda sighed. "That was far too close a call."

"It was." Ozpin said in agreement. "But at the very least no one was harmed in the fire."

"Small blessings I guess." Qrow said.

"Thank god for you and that Oscar kid, right P-Money?" Yang said, nudging the champion.

"Yes, I believe so." Pyrrha smiled.

The screen faded back to the aftermath, where the police were tending to the civilians while on a rooftop next to the burnt building, Spider-Man was resting on some steps as Pyrrha came to check up on him.

"Is Glynda... OK?" Jaune said, panting due to the pain from the fire.

"Everyone's safe." Pyrrha assured as she sat down next to him.

"Pyr." Jaune said in a warmer tone. "If it weren't for you and Oscar. I would've been…"

"-as dead as I would've been 8 ½ thousand times you saved me." Pyrrha chuckled. "Pretty sure I still owe you a few."

"Heh," Jaune chuckled before wincing in pain, "Oww...That's smart..." Jaune groans as he lets out a small cough.

Pyrrha smiled at Jaune, and then her expression turned remorseful. "Hey. I'm sorry I screwed things up." Pyrrha apologizes as Jaune turns to her. "It's just... hard being the one who always gets saved, you know? Sometimes I want to do the saving." Pyrrha said.

Pyrrha looked down as she thought about Jaune, and how he was frustrated how he couldn't help and fight like the rest of them could. "It's how Jaune felt. The feeling of being helpless and unable to help." Pyrrha recalled.

"I guess we may have been a little too hard on her." Ruby admitted.

"We didn't see it from her point of view, after all." Weiss said.

"Perhaps now, the two can learn to properly work together." Ironwood mused.

"I'm sorry I made you feel like you couldn't." Jaune apologized back to her. "Still partners?"

Pyrrha smiled warmly at Jaune. "Always." Pyrrha said as the two stared at each other for what felt like an eternity to them.

Ozpin smiled at this. Glad that despite everything going around, that there could still be hope that people can give to each other.

Pyrrha herself was also glad to see her and Jaune patch up their relationship. But her eyes widened slightly as she watched their counterparts share a moment together. Hoping to see what comes of it...

Then suddenly the door behind them opened, interrupting the moment as Oscar came in, holding a box of bottles of water.

"Dang it!" Nora yelled out.

"Hey... uh, so I didn't know if, uh, you wanted sparkling, or flat or spring or mountain spring, so I got one of each." Oscar listed out as he placed the box on the ground and Spider-Man and Pyrrha looked a little flushed as he suddenly noticed. "Am I... interrupting?"

Nora grumbled as she crossed her arms. "He's lucky he's such a cute boy, otherwise I'd be mad."

While Pyrrha would never say it out loud, she too was disappointed that the moment between her and Jaune was brought to a halt while Yang and Velvet giggled.

"No. Um. Pyr, Ms. Nikos and I were just talking strategy." Spider-Man explains as Pyrrha stood up from the steps.

"Strategy?" Oscar asks.

"That's right." Pyrrha said. "The city's in danger. It needs our help."

"All of our help." Spider-Man emphasized.

Oscar was surprised that Spider-Man included him but was ready to help out however he could. "Alright well. Call the play, coach."

Ruby smiled at this, glad to see her friends band together to save the city from the villains.

"Alright!" Yang cheered. "Time to see these chumps knocked down a peg!"

"OK." Spidey says as he stands up from the steps. "Divide and conquer. Ms. Nikos," Jaune says as he looks at her. "We need an antiserum for Devil's Breath. Schneecorp's developing something, but there's no way they can keep it safe from Octavius and Li." Jaune says. "We need to find the cure and protect it."

Pyrrha nodded. "I'll chase down some leads."

Winter nodded in agreement. "Good idea. I have no doubt they'll be much safer hands than my father's, as from what we've seen."

Spider-Man then turned to Oscar. "Oscar, you need to be my eyes and ears at F.E.A.S.T. Anything goes wrong, call me. We need to keep that place and the people there safe."

"He's not wrong." Ironwood said. "Considering the lengths these criminals will go to, FEAST needs all the protection it can get."

"Alright, you've got it... what are you gonna do?" Oscar asked.

"A gang of costumed nut-jobs is taking the city apart piece by piece. Time I return the favor." Spider-Man said in a determined tone as he walked up the steps.

Yang grinned in excitement at this. "Oh hell yeah."

Qrow chuckled. "Gotta say, Oz, you sure know how to pick 'em."

Ozpin smiled. "I only pick the best of my students."

"Most of the time..." View muttered, thinking of a few students at the academy that were less than noble or well intentioned.

"Alright... Hey wait, Um, how do I call you?" Oscar suddenly asks as Spidey turns to him. "I mean do you have like, a cell phone in your... .in your pockets, or something?" Oscar asks as Pyrrha watches, amused.

"Hmm, where does he keep his stuff?" Ruby wondered. "I mean he doesn't have any pockets, so how is he...?"

"Ms. Nikos can give you my number. Good luck, team." Spider-Man says as he swung off the building, leaving Pyrrha and Oscar there.

Oscar turns to Pyrrha. "You have his number, are you Spider-Man's girlfriend?" Oscar suddenly asks. "That would be so cool if-"

"You and me both," Nora muttered while glancing at the redhead, who was a blushing mess right now.

Pyrrha sighs as she walks up the steps. "Come on, Sherlock. Show me what you've got in this water smorgasbord..." Pyrrha said as she and Oscar went through the various drinks.

After his talk with Pyrrha and Oscar, Spider-Man was currently perched on a tower, looking over the area. "City feels a little more under control…Oscar is watching over F.E.A.S.T., Pyr's is tracking a Devil's Breath cure…" Jaune listed off. "Time for me to focus on finding Ozpin, and stopping whatever he has planned."

"He has to be operating somewhere." Terra hummed. "Somewhere where he can monitor all of the city and keep track of the other villains."

He called up Captain Belladonna for any leads she might have for him. "Blake, we need to start tracking the big boys. Still no leads on Octavius?"

"No, nothing." Blake regretfully informed. "Forensics can't even do a sweep of Times Square. Everyone in that department but the intern is sick."

Spider-Man hummed. "I might be able to turn something up; let you know what I find." Spider-Man said as the call went off. With a goal in mind, Spider-Man jumped off his perched spot and swung over his way to Times Square.

"That is a sound idea." Penny said. "He can detect any potential trace Ozpin left behind."

"The Devil's Breath is sure to leave behind something." Blake hummed in agreement. "I doubt it's advanced enough to leave behind no trace."

After a lengthy amount of swinging, Spider-Man made his way to Times Square, landing on top of a police van where a nearby officer noticed his presence and called out to him.

"Spider-Man, here to lend a hand?" The officer asked as Spider-Man landed on the ground in front of the officer.

"Thought you might need one, officer." Spider-Man said.

"You don't know the half of it," The officer says, exasperated. "Never seen anything like this Devil's Breath stuff. Forensics is havin' a hell of a time."

Spider-Man nodded as he walked towards the center of the area. "News reports say this is where Ozpin released Devil's Breath…" Spider-Man mused as he looked around the area where litter and dropped signs were on the ground. "Might've left some residue I can track." Spider-Man says as approached one of the signs on the ground. He kneeled down and picked up the sign, which was a support sign for Jacques Schnee as Mayor. He turned the sign around and spotted some residue left over on the back. "Hmm…" Spider-Man hummed. "Some residue on the sign. Maybe I can isolate it."

"AT-rich leader sequence…this looks promising." Spider-Man comments as he connects the patterns together and finds a link. "Schneecorp's modified Cpf1. Definitely Devil's Breath." Spider-Man stood up from the ground. "Should be able to track the dispersal path now…" Spider-Man said as his mask HUD showed two different trails. "Trail goes in a few directions; need to find the right now." Spider-Man said as he decided to go for the trail on his left.

Sun grinned. "Alright! Now we got a lead to Doc Ock!"

Weiss turned to the Monkey Faunus with a raised brow. "Doc Ock?"

"Well yeah. I think that could be his name." Sun said. "Short for Doctor Octopus."

Weiss gave an unamused look. "Really?"

Sun just gave a shrug. "Hey, it fits, doesn't it."

"Eh, he's not wrong." Coco also shrugged.

"Hmm, it is fitting." Ozpin hummed.

Spider-Man jumped over a bomb squad van and over a lamppost as he continued following the trail of residue. He directed his head up once he saw the trail heading up. "Vapor trail heads up that building…" Spidey muses as he begins running up the side of the building. He eventually made his way up onto the rooftop of the building. He looked around and saw that the trail was leading towards a nearby vent entrance. "Trail leads down into those vents. What was Ozpin doing up here?" Jaune asked himself.

"Must be his makeshift base of operations." Ironwood guessed.

"Working from a place nearby from where he dispersed the Devil's Breath from, seems a little risky." Tai said.

"But convenient." Qrow pointed out. "It would also be where people would least suspect."

Deciding to find out for himself, Spider-Man walked over to the vent, opened up the hatch and hopped inside and entered a dark room.

"Well this is moody." Spider-Man comments as he proceeds to walk down the staircase in front of him. He made his down as he looked around for a switch. "Must be some way to hit the lights…" Spider-Man mutters as he looks around the room. Using his mask, he found a break on the side of a wall nearby. Using his electric webs, the power began to turn on.

"Let there be light." Spider-Man says as the entire room lit up. Jaune's eyes widened once he saw the various equipment and technology that was stored here. "Whoa. Was Ozpin using this as a staging ground?"

Spider-Man looked around at his surroundings. "Chaos of the prison break would've been perfect cover to move in." Spider-Man said as he began investigating the room for anything to might clue in on Ozpin's or any of the other villain's locations.

"Looks like you were right." Ghira said.

"Yes," Ironwood said. "Though a part of me wishes I wasn't."

"That's a first." Qrow muttered.

The first thing Spider-Man noticed was a familiar looking mask on a table nearby and walked over to it for a better look. When he approached the desk, he saw that this mask was one of the Demons masks, along with a few equipment associated with it as well as a photo of Adam Taurus, Mr Negative.

Blake glared at the image of her former mentor before looking away from it, feeling a sense of guilt after seeing it, but shook her head and focused on the screen in front of her.

"Adam Taurus." Jaune sighs as he looks over the items on the table. "Can't believe this is the same man I knew at F.E.A.S.T." Jaune says he saw a note nearby and picked it up and began to read its contents.

Dr. Octavius

Thank you for the medication. It's helped some but the episodes continue to grow stronger. Things haven't been this bad since I was a child – I feel like I'm barely in control. Yesterday, during Schnee's address, I came close to blacking out. Seeing him triggers feelings I had thought long buried. I'm not sure how much long I can live in his shadow like this.

Adam Taurus

"Seems like Ozpin and Adam have more of a history than I thought…" Jaune mused as he finished reading. "How long have they known each other?" Jaune asked.

"Could there...be a possibility that Ozpin had something to do with what happened to Schnee and Taurus?" Penny asked.

"I'm...not sure." Glynda admitted. "Surely Ozpin would've said something if he did."

Though Ozpin himself remained quiet, not sure if he trusted that theory all too well.

He looked over to the table and saw a tape recorder. "Looks like Ozpin recorded messages for his crew…" Jaune says as he pressed play on the recorder to hear what was on it.

"Oh Adam." Ozpin's voice spoke from the recorder. "When I first realized it was you targeting Schnee these past weeks I was shocked and saddened, but then, as the situation evolved before my eyes, I felt…inspired." Ozpin's voice says with pride as Jaune looks on with worry. "You took the bold steps I had always dreamed of, Adam, and you took them without hesitation. I am honored now to join you on this path towards true justice." Ozpin said as the tape ended.

"Perhaps after seeing Taurus, Ozpin felt more inspired to go through with the neural interface." Winter said.

"It...would seem so, sister." Weiss said, sounding down after this, not wanting to think the worst of her headmaster, even after all this. But it was hard to deny once you really look at it.

Jaune sighed as he looked to the left of him to see another table, one with a neural headset. "Ozpin's rage is driving him. The neural interface is exacerbating it…but his hate is genuine. He'll destroy the whole city to hurt Jacques."

"Not unless Jaune can stop him." Ruby said in a determined tone.

"Hopefully, soon enough, Ruby." Blake said, thinking about the many people infected by the virus.

Walking away from the table, Spider-Man continued to investigate the room for any clues that could lead him to Ozpin or the others. He found a whole section of the room dedicated towards Jacques Schnee, with several pictures of him scribbled out and the words LIAR and CORRUPT written around.

Seeing another tape, Spider-Man picked it up and listened to the contents of the tape. "Jacques." Ozpin's bitter voice spoke from the tape. "Feel like I can't turn around without seeing his face. He smiles for the cameras, collects his accolades…and keeps his boot heel pressed against my neck. Why can't anyone else see how selfish he is? How reckless? How…evil? If only they could be made to see the Jacques I know…the man behind the mask…" Ozpin growls as the tape ends.

Ilia gave a light scoff. "Not exactly wrong so far..." Ilia quietly muttered, her words being missed by everyone but Blake, who could hear her, thanks to her ears.

While Blake agreed that Jacques was a dangerous and awful man, both in this universe and her own, she couldn't condone Octavius for his actions in getting back at him.

Looking at the bench beside the one dedicated to Schnee, Spider-Man saw that there was a couple of Sable Tech on display. "Looks like Ozpin's been studying Winter's teach for weaknesses." Spider-Man says while looking over the equipment.

After seeing everything from that section, Spider-Man moved up further in the room to investigate more. He came across two more work benches, both having familiar looking gear next to them. Going to the right, Spider-Man noticed the familiar gray armor on display, as well as images of the man who the armor belonged to. "Good ol' Rhino. My second favorite Russian." Spider-Man said while looking over the equipment and chemicals.

Spider-Man picked up the recorder and listened to the message. "Hazel, I've followed your career with great interest. The world sees you as a witless dullard; I see a warrior with a poet's heart. I know you desire freedom from the battle suit you're sealed inside. Help me achieve my goals, and freedom shall be yours."

"Freedom?" Yang repeated. "So he's trapped in that thing?"

"Apparently so." Weiss said. "And it looks like Ozpin is offering to get him out of it."

"Huh, you would've thought some people wouldn't want to get rid of something that makes you all powerful and stuff." Sun said.

"Sometimes having all that power isn't as glamorous as some might think." Ozpin said. "To others, it can be a burden, or a curse."

The tape ends as Spider-Man picks up a piece of Rhino's armor. "Ozpin developed a corrosive to free Rhino from his suit." Spidey realized. "A certain government agency spent years trying and failing to do that…only took Ozpin a few days." Spidey says as put the plate down.

He looked over to the bench behind him to see that was focused on one of the deadlier of his enemies. "Tyrian Callows AKA Scorpion AKA Crazy Pants McCrazy." Spider-Man commented as he looked over the vials on the bench.

"We still don't know much about him." Weiss said

"Honestly, is that really a bad thing?" Saphron asks.

Picking up the recorder, Jaune listened to the message Ozpin had for Callows. "It's rare for me to admit this Mr. Callows, clearing your debts was more difficult than I anticipated. You are in arrears to some…demanding individuals. But. Once the reservoir job is finished, your financial obligations will be finished as well. Ozpin Octavius is nothing if not persuasive."

Spidey puts the recorder down as he looks over Callows's police file. "Scorpion's helping Ozpin in exchange for a clean slate, criminal record expunged, gambling debts erased." Spidey says in surprise.

"I doubt a guy that crazy is going to live a quiet life." Coco commented. "I mean, chances are, he'll just do it all over again."

"Hmm, you're not wrong." Ironwood agreed. "Callows has a strong desire for what he does. It's unlikely he'll just vanish."

He places the paper down as Spider-Man continues further into the room. He came across another bench centered around another one of his villains. "Old man Vulture…" Spidey says as he looks at the tech and some medical charts on display. "I've tangled with him more than anyone else here…"

"I wonder what he desires…" Glynda muses.

"Nothing good." Ironwood said. "Given his track in our world."

Picking up the recorder, Spidey listens to its contents. "Arthur, what bitter irony that your miraculous wings should have wrought such horrors on your body." Ozpin spoke. "Thankfully, you are now working for me. When our work is settled, the treatment I've developed will cure you." Ozpin assured. "You won't shuffle off this mortal coil just yet, my friend."

When the tape ended, Spider-Man looked over the medical report showing Arthur's spine. "Power source for Vulture's wings gave him spinal cancer…and Ozpin's developing an experimental treatment to save him…"

"Man," Ruby said while looking down. "I…kinda feel bad for him."

"I don't." Yang bluntly said. "The guy is harming innocent people."

Ozpin shook his head at his counterpart once more. "Even with his intellect, he would still rather use it to cause harm than to help the people of the world.

The next bench he walked towards was dedicated to his next and final foe. "Electro." Spider-Man said as he looked over the technology on the bench, as well as the images of him. "Total live wire, that one." Jaune mutters as he picks up the next tape recorder.

"Heh," Yang gave a light chuckle.

"Mercury. When you first conveyed your dream to me, I thought you insane. Pure energy." Ozpin chuckles. "But as I dove deeper into the problem. I discovered a way to give us both what we desire. I promise you, when we are done, you will be pure energy. Or so close to it as to make the difference irrelevant." Ozpin finishes.

Spider-Man looks over at what he assumed was a prototype of Electro's harness. "Electro's big pipe dream is to become "pure energy." Doc actually managed to modify his harness to get a little closer to that goal..." Spidey says in amazement.

"Is such a thing really possible?" Ghira said.

"In our world, it is impossible." Penny answered. "But in this world, and with the resources Ozpin has. I would say it is most likely.

"Great." Yang said with clear sarcasm. "He'll be fun to deal with."

Finally, there was just one last worktable to look over. But it's just a map to the city. "What's this now..." Jaune mutters as he looks over the map with intrigue. "Ozpin must've used this map to plan, but it's blank... unless there's something here I'm missing..." Jaune mutters as he looks around for a key item.

Then he noticed the lamp sitting near the lamp. "U.V. bulb..." Spidey said as he pressed the button, but nothing. "Hmm nothing happened. Must be a way to get that lamp on..." Spidey said as he used his mask to scan the area. He found a breaker on the other side of the room and, using his electric webs, turned on the breaker. "There we go." Spidey says as he turned back to the bulb that there was a UV light shined over the map, revealing several marked locations.

"Ooh, secret spy stuff." Nora said with intrigue in her voice.

"Hidden markings. Ozpin tasked the villains to destroy Schnee Corp holdings throughout the city..." Spider-Man says as he looks over the map. "He's trying to take apart Jacques's empire piece by piece..." Spider-Man said as he saw several names on the maps.

"Scorpion must be trying to prison the city's reservoir... another Schneecorp-owned property. Rhino's targeting Schneecorp's shoreline properties... which is he hitting first, and why? Electro's disabling Schnee Corp power plants... makes sense. What's Vulture doing in Times Square? Need to keep my guard up..." Spider-Man said with a hint of worry in his tone as he read the final name on the list.

"Man, he's really planned this out." Saphron said in a worried tone of voice.

"I just hope it's not too late to stop him and the rest of the six from carrying out their plans." Glynda said.

"Seems like the last stage of the plan is a direct assault on Schneecorp... and, most likely, Jacques...Taurus's going after the Devil's Breath antiserum using something called Icarus?" Spidey says in confusion.

"Icarus?" Ren repeated. "That's not a term I'm familiar with."

"It's not from your world." View said. "There, it has a story behind it."

Spider-Man then decided to head back to the stairway, feeling like there was something that could help him connect what Icarus was. And thankfully, there was a big box with the name plastered on the side. the room that could help him. "Icarus," this is it." Spider-Man says as he went to investigate the box.

Spider-Man opened the case to reveal a live recording of Doctor Octopus.

Ozpin glared at his counterpart while some of the audience gasped.

"Ozpin…" Ruby said with a sad look at her alternate headmaster.

"Hello, Spider-Man." Ock greeted with a smile. "We've never been properly introduced. I'm…"

"Ozpin Octavius." Spider-Man quickly said for him. "There is no "Icarus" is there?"

"No. Adam needs no assistance to secure the antiserum." Ozpin revealed. "Icarus" was a ruse to get you into position."

"Into position?" Spider-Man repeated as his eyes widened and immediately on edge.

Suddenly, the base of the case opened up to reveal a rapidly ticking time bomb.

"Oh crap!" Sun yelled.

"Get out of there!" Yang called out.

Spider-Man's eyes widened as he quickly tried to think of a way out and immediately found the entrance he came through. He jumped up into the air as high as he could just as the bomb went off, exploding the room as Spider-Man swung onto the side of the billboard.

Velvet sighed in relief. "At least the worst is over now."

"I have a feeling that's not the case, Vel." Blake said with a concerned look.

Before he could figure out what his next move was gonna be, he noticed a strange looking projectile heading straight towards him. He jumped off the billboard and tried to escape it, but it quickly latched onto him as Spider-Man was bound by steel ropes.

The rope itself was attached to Arthur Watts, the Vulture. "Need a lift?" Vulture cruelly remarks. "So refreshing to work for a man like Octavius! Back up plans for his back up plans!" Vulture said as he flew straight down towards the ground.

"Oh great!" Coco exclaimed. "Old man bird is here."

"He must have been waiting for him when the bomb didn't work out." Winter said with a glare at the man.

While he was plummeting down, Jaune managed to get a call through to Pyrrha. "Hey!" Jaune greeted as he was bashed against the side of a billboard.

"Jaune? Are you OK? What's happening?" Pyrrha asked with worry as Spider-Man bounced along every incoming object in his way.

"Traffic's rough." Spider-Man remarks while avoiding passing police cars. "Listen: Taurus's gunning for the antiserum." Jaune informs. "We need to find Schneecorp's Devil's Breath lab before he does."

"On it right now." Pyrrha said in a determined tone. "I'm pulling every building permit in the city, if there's a record of the lab, I'll find it." Pyrrha said as Jaune continued to get pulled around.

"That's great!" Spidey says as he starts running up a building. "OK, ugh, talk soon, Pyr." Spider-Man said as Vulture was currently headed towards a power grid station, where his partner, Electro was waiting.

"Mercury…" Yang glared.

"And here's the other unlikable dick." Coco said.

Vulture descended down, dropping Spider-Man onto a walkway. Spider-Man groans as he pulls himself up and Vulture flies near Electro.

"Trap failed?" Electro says in disbelief.

"Softened him up. Time for Plan B." Vulture said, causing Electro to grin with excitement as he looked down at Spider-Man and prepared for an electric blast.

He yelled as he fired at Spider-Man, who quickly managed to break free from his bindings and jump out of the way in time just as blasted the ground where he once stood. Spider-Man landed on the side of the wall, before jumping off to take care of and defeat Electro and Vulture.

"It's not gonna be easy." Tai said with a serious look. "Taking on two enemies at once, especially if they're as powerful or as fast as these two are."

"But they're only two of them." Yang pointed out. "It won't be as bad as before.

"Perhaps," Pyrrha said. "But that doesn't make them any less dangerous. Jaune will need to be quick and precise to take them down."

A building exploded behind Electro as he taunted Spider-Man. "Teamwork's beautiful, ain't it? Helpin' ya reach those unattainable goals, like killin' Spider-Man!" Electro exclaimed as he blasted at the arachnid.

"That was almost heart-warming. Electro." Spider-Man remarks as he dodges the blast. "You really grew in prison, didn't you?" Spidey asks as he quickly webs Electro in place. He launched towards him and started beating back and forth.

"Apparently not enough…" Saphron remarks.

Electro pushed Spider-Man off him as he jolted towards a nearby transformer and began draining the energy from it. While doing this, he sent waves of electricity in Spider-Man's direction.

Spider-Man dodged the waves as he got closer towards Electro. He fired the webs at the transformer, damaging it more and more until it broke apart, sending Electro flying off from it.

Electro growls in anger. "Argh! V! You're up!" Electro called out as he flew upwards as Vulture flew towards Spider-Man.

"Yo Arthur, it's me, Spider-Man!" Spider-Man called out, using a different tone of voice.

"What are you babbling about?" Vulture asks in both confusion and annoyance.

"Nobody ever gets my jokes." Spider-Man laments as he swung off the railing and Vulture charged straight towards him.

"Yeah, I don't get it either." Ruby said, tilting her head.

Yang shrugged. "Must be a multiverse thing."

"Our long feud ends tonight, insect." Vulture proclaims as Spider-Man jumped over the winged villain.

Spider-Man fired a web line onto Vulture and launched straight towards him, like he did with Electro, and proceeded to punch the man back and forth before leaping off him. "Feud? Thought we had a healthy give-and-take. Man have I misread this relationship."

Vulture flew higher up in the air as fired winged projectiles around the area, centered in the direction of Spider-Man. Spider-Man hooked onto one of them with his webs and tossed it and Vulture.

"Nothing more than luck..." Vulture snarls in pain as Spider-Man launches himself again and beats down the Vulture a second time before finishing him off with a finishing move.

"Lucky that you are still standing after that beat down maybe…" Yang remarks.

"Spider-Man!" Electro called out as he re-entered the battle. "I must break you." Electro says with a similar accent to Rhino's as he charges himself of energy.

"You got it!" Spider-Man said with glee in his tone. "You got my joke! I'm so happy I could almost stop fighting!" Spidey says while dodging a powerful blast being sent in his direction. "Almost!"

"I still don't get it." Nora said, tilting her head in confusion.

"Must be something from their world." Ren said.

But just as he dodged the blast, Vulture was charging straight towards him, coming in hot as Spidey quickly jumped over him in time. Spidey launched a web line onto Vulture as he proceeded to lay down another spectacular beat down. "Gotta be honest: liked it better when you two were loners."

"Amazing what a little teamwork can achieve, ain't it?" Electro grins as he attempts to blast down Spider-Man.

"The Vigor of youth, the Wisdom of experience. A fine pairing." Vulture added with pride.

"Just like oil and water. Sure." Spider-Man mutters.

"Doesn't mean it won't get their butt kicked any less." Nora said with an edge.

Spider-Man decided to go for Electro and take him out first. He fired a few electrical blasts in his direction, which Spidey avoided as he webs shoots him in place. Firing a web line onto him, Spider-Man lunged himself towards Electro and began beating him back and forth, left and right before finishing him off with a finisher.

Electro growls as he flies towards another transformer to try and drain its energy and use it to kill Spider-Man. But the Wall-Crawler was more than prepared for him as he swung over to where Electro was, avoiding the waves of electricity coming towards his direction as he fired webs at the transformer, causing it to break and explode.

"Ha! Take that Mercury!" Yang shouted."

"Of course!" Pyrrha said. "Taking out the transformers will not only remove Mercury from gaining more power, but potentially harm him as well."

"Smart." Qrow said with a smirk. "Now let's hope he can get bird boy down as well."

The blast threw Electro back from it as struggled to stay still in the air. Growling with anger, Electro shot up further in the air and charged straight at Spider-Man once he was in his line of sight, smashing straight through a steam pipe.

Time slowed down for Spider-Man as he fired a web line on a piece of debris and tossed it at Electro. Time slowed down again as Spidey fired two more web lines onto two nearby towers and launched himself onto the debris, which he pushed back against Electro.

Electro tried to push Spider-Man and the debris off him as Vulture charged in towards them. Spider-Man managed to jump off in time as Vulture rammed into Electro.

"He doesn't stand a chance." Vulture claimed as he and Electro separated from each other.

"Yeah, yeah, we got this!" Electro says in excitement.

Ruby gave a smirk. "Not for long you don't."

"Again, hate to be the pessimist, but I don't think you guys are assessing this situation accurately." Spider-Man says while dodging both of their attacks.

Spider-Man spotted that Electro was stationed on the last transformers left in the area. And after that last attack Spider-Man did against him, he didn't look like he could last for long. So Spider-Man swung his wave towards him, dodging both waves and projectiles from both villains as Spider-Man proceeded to take down the final transformer, blowing it up.

And with the final transformers being blown apart, it sent Mercury Black crash landing on a walkway. He tried to get back up, only for a web to shoot his hand down as Spider-Man was hanging off a nearby pole.

"Yes!" Yang cheered, jumping up from her seat. "That's one jerk down! I guess he was…shocked to see this happen!" Yang said with a grin, prompting the usual groan she would hear.

"Terrible pun aside," Weiss mutters before redirecting her attention to the screen. "This is good. Now Jaune has only Watts to contend with."

"Hopefully, it'll go down easy." Velvet said.

Sun scoffed. "Guy's an old man. Jaune can easily put that guy to sleep."

"One down, one to go." Spider-Man says as he went after Vulture next.

"How many times have we done this dance, Arthur?" Spider-Man asks while dodging another ramming charge from him. "A dozen? Two dozen?"

"Once too many." Vulture snarls. "Tonight will be your last waltz." Vulture exclaims as Spidey latched onto him and started punching him back and forth.

Vulture attempts to move more of his projectiles at Spider-Man, but he merely tosses them back at him, leaving him up for Spider-Man to latch on and beat him down. Vulture pushed Spider-Man off as he gained some distance between the two of them.

Vulture growls as he charges straight at Spider-Man with the intent to kill his nemesis once and for all. But using his spider-sense, Spider-Man leaped over the Vulture, fired a web line onto him and launched himself towards him and punched and kicked the Vulture all around until he finished the fight with a finishing move by punching him across the face.

Vulture screams as he loses control of his flight suit as he proceeds to crash onto the ground below, laying there in defeat as police officers enter the area and point their guns at him as they slowly approach him.

"Oh yeah!" Nora cheered for her fearless leader. "Take that, bird boy! That's what happens when you mess with Spider-Jaune!"

"I guess that'#s one bird who flew the coup!" Yang joined in.

"Miss Valkyrie, Miss Xiao Long, please sit down." Glynda chastised, causing them both to sit back down.

"Two down, four left to go." Tai said.

Ozpin smiled at this. "It seems that in spite of their teamwork, Watts and Black failed to account for Mr. Arc's drive and motivation."

"Hopefully, it'll make things a lot easier going forward." Glynda said.

With Vulture taken care of, Spider-Man swung back around to where Electro was. Spider-Man swung his way towards Mercury, landing on a railing as he overhead a voice on his radio.

"What's happening?" The voice of Ozpin demanded to know.

The cheers and good feelings died down a little as soon as they heard the voice on the radio, Ozpin glaring at the screen once he heard it.

Spider-Man webbed the earpiece off Electro and brought it to his own ear. "Electro's been grounded." Spider-Man informs.

"Spider-Man, I presume?" Ozpin said in an irritated tone. "If you really cared about this city you'd be helping me expose Schnee for the criminal he is!"

"By killing innocent people?" Spider-Man questioned with clear disapproval in his tone.

"I would've restored the power!" Ozpin exclaimed.

"Highly doubtful…" Ozpin muttered bitterly at his counterpart.

"You're sick. You need help." Spider-Man said in a serious tone.

"I have all the help I need. And we will not stop until Jacques gets what he deserves." Ozpin declares as he hung up on Spider-Man.

"He sounds so…angry." Ruby said, her voice filled with concern.

"Enraged is the right word." Blake said, knowing how this version of Ozpin felt, having felt the same way herself for a while.

"I just hope things don't go too far." Pyrrha said.

"I don't see how things could get any worse." Weiss said.

"There's always something, kid." Qrow interjected. "Always."

Spidey looked at the com before crushing it in his hand in frustration. He decided to leave the area and let the police handle Electro and Vulture from this point and swung his way out of there. Spider-Man landed on a rooftop as he laid back against the wall. "Hate it when they team up." Spider-Man panted. "Just need to catch my breath..." Spider-Man groans as he lets himself rest as the screen fades to black.

"God, I can't imagine getting any rest in the city like this." Yang said.

"But it is needed." Glynda said. "Jaune needs to regain his strength, less he burns out."

"I'm just glad he can rest, even if it's for a little bit." Pyrrha said.

The screen faded back to Spider-Man, in which night had turned to a rainy, foggy day.

Spider-Man stirred himself awake. "What time... oh man." Spider-Man groans in tiredness before regaining his focus as he stands up from the ground. "Need to update Blake..." Spider-Man said as he began calling her. "Blake. Vulture and Electro are down; four to go."

"I saw, also noticed a rooftop in Times Square exploded. Wouldn't happen to be related, would it?" Blake asked in a knowing tone.

"Nothing gets by you." Spidey comments. "It was Octavius' staging ground, he's using the villains to pull apart Schnee Corp. Vulture and Electro were targeting power plants. Scorpion's going after water treatment. Not sure about Rhino yet, something along the shoreline." Spider-Man explained.

"That's good enough to start." Blake said. "I assume you're going after Scorpion?"

"Yeah, city's already on the brink. If we lose clean water, we might never come back." Spider-Man said in a serious tone. "I'll update you when I make progress."

"He's right." Ironwood said. "With all that poison, he could infect the city to an even worse degree."

"Plus, the quicker that psycho is out of the way the better." Nora said, with Ren nodding in agreement.

"Sounds like a plan." Blake said as the call went off.

Spider-Man jumped off the building he was on and started heading towards where Scorpion was last seen.

As Spider-Man swung over to the location where Scorpion was, he thought about Oscar. "I should check on Oscar." Jaune says as he begins to call up the young man.

"Hey, Jaune. You okay?" Oscar asks.

"That's what I was gonna ask you." Jaune says with a small chuckle. "I'm fine, but you and Glynda are in the middle of it."

"We're busy, but people need help. And I'd rather be doing something than waiting around for somebody else to fix things, y'know?" Oscar says in an optimistic tone.

Ruby smiled, finding herself agreeing with Oscar's point of view. She wasn't one to simply stand by either, her or her fellow students in training.

"Yeah. I heard that." Jaune says in understanding. "Just make sure you protect yourself, mask and gloves. And rest every now and then. All that goes double for Glynda."

"Nobody can make that woman take a break when she doesn't want to. But I'll do my best." Oscar said.

Ozpin chuckled. "So true."

Glynda huffed. "It's not so easy when you have to manage a school all the time, especially with students acting out." Glynda said, sending a glance at a few of them.

"Thanks, Oscar." Jaune said with gratitude. "Give Glynda my love... and be safe." Jaune asks as the call went off and continued his way towards Scorpion's location.

Spider-Man kept swinging through the park until he spotted the location where Scorpion would be. "There's the reservoir...but no sign of Scorpion." Spider-Man said to himself. "Better take a closer look." Spidey says as he lands on top of a nearby building.

"Perhaps it was a false lead?" Weiss suggested.

"Or maybe Jaune is too late." Ren added with a serious tone.

"I hope not." Pyrrha said. "From what we've seen, Scorpion seems to be the most unstable of them. Who knows what harm he could be causing."

Spidey looked around the area for any sign of Tyrian Callows. He placed a hand on his chin in contemplation. "If I was a mercenary dressed like a scorpion, where would I be..." Spidey pondered, not noticing the exact mercenary dressed as a Scorpion was behind him.

Ruby's eyes widened in shock and fear at the sight of the Scorpion man. "Oh no…

"Jaune! Watch out!" Saphron called out.

"Behind you!" Scorpion yells out as Jaune's spider sense chimed in at the right time to get out of the way before Scorpion could ponce on him. Scorpion went in to jab Spidey with his tail, prompting Spidey to jump out of the way again.

"Man, that's twice now he's got the drop on him." Sun exclaims.

"At least he's on guard." Pyrrha said. "Hopefully now he can-"

Scorpion then spun himself around, his tail lashing against Spider-Man's arm, causing him to yell out in pain and reel back.

Pyrrha let out a sharp gasp as she placed a hand behind her mouth in horror.

"Jaune!" Nora cried out.

"Dammit!" Ren cursed at the sight of his brother being stabbed.

Spider-Man looked up at Scorpion as he held his arm in pain, taking a brief glance at the toxic poison on his hand.

"He's not gonna die, is he?" Saphron asked worryingly while her son whimpered in fear.

"It would depend on the type of poison Tyrian used against him." Penny explained with a concerned look. "Or if it is at all curable."

"Me, I'd end it now." Scorpion stated cruelly. "But Octavius is paying, and he wants to torture you... which I respect." Scorpion said as he leaped off the building he was on and proceeded to make his way out of there.

Spider-Man couldn't follow him as the pain from the poison was too sheer for him. "Damn it... what did he inject me with?" Spidey says as he looks over the strange substance on his hand as his vision becomes distorted and fuzzy before it all fades to black.

"Whoa, whoa, whoa! What's happening!?" Yang exclaims.

"I believe we're about to see the effects of the toxins Mr. Arc has been subjected to." Ozpin said.

His vision came back after a few seconds, but when it returned, he was greeted with the impossible sight of the entire city flooded with a sea of poison.

"What the hell!" Sun exclaimed.

"The city…" Blake said in shock. "It's filled with poison.."

"Was…Was he too late?" Ruby asked.

"I don't believe so." Glynda said. "I believe that this is a hallucination caused by Callows."

"Looks pretty damn real to me." Yang said with a look of discomfort.

"But it can't hurt him, right?" Nora asked.

"I don't think it's safe to take that risk either way, Nora." Ren said.

"Whoa... what the... Is that... a sea of poison?" Spider-Man said in disbelief. "Can't be... This can't be real... must be the poison... but I can't take any chances..." Spider-Man said in a strained tone. He fired a web and began swinging through the poison-filled city. "Gotta get to higher ground, then analyze whatever he injected me with."

After carefully swinging through the park, making sure never to go below the sea, he made his way on top of a nearby building and perched himself there. "Okay, should be safe for a minute. Need to analyze the neurotoxin so I can create an antidote." Spider-Man says as he begins analyzing the poison he got from Scorpion.

"Scorpion's made some upgrades." Spider-Man commented as he proceeded to work through the figure out the patterns and details of the poisons. He eventually got a result from the substance, known as Ovatoxin-A / Baeocystin Mixture.

"Hallucinogenic neurotoxin...my brains create nightmares that my body thinks are real." Spidey said as he looked back up at the poisoned city. "I have to create the antidote, fast. First I need a natural steroid, extract from an eclipta alba plant should do the trick." Spider-Man formulated as he jumped off the building he was on and began swinging once more. "ESU's greenhouse is nearby. Hope it's in season..."

"Hopefully, he can retrieve the ingredients in time." Penny said in a hopeful tone.

Spider-Man tried to get to the greenhouse as fast as he could, but the poison in his system gave him a great pain that he was powering through. As he was swinging, he noticed the poison in the streets were steadily rising. He knew he needed to be quick if he wanted to cure himself. After a while, he spotted the place he needed to be. "There's the greenhouse!" Spidey exclaims as he lands down on the building. "Eclipta alba should be inside the greenhouse..." Spider-Man mutters. "There it is." Spider-Man said as he entered inside.

But as he walked in, he found the poison inside of him to be overbearing as he dropped down to the ground in pain before he could grab it as everything went white.

"Jaune!" Pyrrha cried out for her partner.

"Is…is he?" Ruby is hesitant to ask.

"No," Penny shook her head. "But the poison is working its way through his boy quickly."

"He needs to get them. And fast." Ironwood said. "Or else the city and everyone may suffer."

The faint echoes of someone talking could be heard as Jaune's vision came back. When it did, he picked himself up but noticed that the alba was gone. "Huh? Where'd it go?" Spidey questions as he looked around for it.

He figured it must be elsewhere, so turned himself around to go back into the city. But he quickly found himself, not back in the city, but back at Ozpin's laboratory, the hallway.

"The lab?" Nora questions.

"It must be creating visions from his memories." Ren theorized.

"Is this real or in my mind?" Jaune questions as he walks towards the door.

"It can be both." The voice of his old friend and mentor, Ozpin called out to Jaune from the other side of the door, much to his shock.

Ruby's eyes widen, hearing the gentle tone of the Ozpin they've come to know through the viewing, the one they all wanted to see again rather than Doc Ock. "Professor…"

"Doc?" Jaune gasped as he quickly unlocked the door to see his mentor, but when he opened it, it wasn't the lab he entered through. But a street in the middle of a void where debris was floating in the skies. But just a few feet away from Jaune was his mentor, Ozpin, as he was before the neural interface.

"It's just the hallucinations intensifying. You can get through this." Ozpin said with encouragement.

"Doc?" Spidey says as he looks at his mentor with disbelief. "Y-you sound..."

"Like I did before the neural interface affected my mind." Ozpin said as Jaune began approaching him. "My obsessions were always there, but the interface allowed me to fully embrace them."

"Exactly as I presumed." Ozpin muses.

Before Jaune could even reach him, Ozpin suddenly evaporated into a ball of light and floated away from Jaune. "I have to fix this. Fix you. Somehow." Jaune said in a distressed tone as he began following Ozpin.

Ozpin sighs at Jaune's optimism. "Ah, Jaune, always trying to shoulder the responsibility, even when there's no hope." Ozpin said fondly. "I can't tell you how many times your unfettered optimism has kept me going when things looked bleak. I'll miss being with you, I really will."

"He's talking like this is goodbye." Yang said.

"I…think it is." Blake said, causing her teammates to turn to her. "Even if Jaune manages to stop Ozpin and remove the interface, things can't go back to normal. Not after everything.

Weiss hangs her head down. "She's right. It won't."

"I'm sorry, Doc. I'm so sorry." Jaune tearfully said as he tried to follow Ozpin, making his way through the shattered world around him, with Ozpin always slipping away before he could reach him.

"Oh Jaune…" Pyrrha said, her heart going out to the crush.

"Yes, yes. You're sorry, and yet you let it happen." Ozpin said, his tone becoming slightly bitter. "Makes one wonder where your priorities lie. I mean, if I was really that important to you, why would you let me destroy myself?"

Ozpin then glared at his counterpart, even if it was a vision, for daring to blame him for the events, when it was clearly him who pushed things too far.

"What?" Ruby repeated with a hurt look.

"Remember, kid, this is just a vision." Qrow gently reminded. "It ain't real."

"Perhaps, but that doesn't mean it's what Mr. Arc thinks." Winter said. "He blames himself for Ozpin's conduction.

"But it's not his fault!" Nora interjected. "He tried to help him! He's still trying!"

"I know, Miss Valkyrie." Glynda said. "But I fear that Mr. Arc won't see it that way. And with this poison, I fear it's going to make his fears heighten."

"I can help you…" Spider-Man insisted. "It's the neural web, it's affecting your mind."

"You mean the neural web you helped create." Ozpin pointed out to the grief-stricken Jaune. "The hard truth is you did this to me. Without your help, I would have never done any of those terrible things."

"I..." Jaune was unable to say the words that could fix this. "I should've seen what was happening to you... never left you alone with those arms."

"Good luck, I wish I could offer you more help... stay strong, Jaune." Ozpin said as he seemingly left Jaune, but in his place was the eclipta alba, the thing he needed to cure himself.

"There's the eclipta alba..." Spidey mutters, shaking his head about the words said to him by Ozpin. He went in to grab the plant, only for the world around him to shake as everything went white. He then suddenly found himself falling in a seemingly endless abyss.

Yang threw her hands up in frustration. "Oh come on, not his crap again!"

Coco shook her head. "Just when he was this close."

"There's still time." Velvet said.

"WHAAAH!" Jaune screams out as he continues to fall. After a while, he eventually landed on the top of the building where he was previously. Jaune panted wildly as he looked around at his surroundings.

"The plants buy me time, but I need an antitoxin to mix a permanent antidote." Jaune said as he jumped up in the air and web swung away from the building he was on. "One of Whitley's research stations was developing a synthetic atropine gotta get there fast." Spider-Man said as he began making his way there.

He continued to swing his way to the research lab, when suddenly, a giant, stinger tail, resembling Scorpion's, sprang up from the poisoned sea and in front of Spider-Man.

The audience screamed and gasped at the sight of the gigantic tail suddenly sprouting from the sea.

"HOLY-!" Yang yelled out, jumping in her seat.

"GIANT TAIL!" Nora screamed, pointing at the screen.

Spider-Man's eyes widened in shock as he quickly directed himself out of the way of the tail. "Giant deadly scorpion tails... lovely. Thanks, brain." Spidey mutters with sarcasm.

"It…it must be just another hallucination" Weiss breathed out, her hand clutching to her chest as she tried calming down.

"Hell of a one, if I say so." Sun panted.

As he swung through the city, avoiding both the toxic poison and the giant, deadly stingers, he was suddenly getting a call from someone. "How you feeling, spider? Raw panic crawling up your spine?" The voice of Scorpion spoke from the other line.

"What the…" Ruby said in confusion.

"He's calling him?" Ilia said with a raised brow.

"No, I do not believe so." ozpin said. "Merely another trick of the mind."

"Scorpion?" Spider-Man exclaimed. "How'd you get this number?"

"Always asking the least interesting questions." Scorpion said with disappointment in his tone. "It's "not how'm calling you? it's am I calling you?" Scorpion says as Spider-Man continues to make his way to the lab. "Maybe I'm just the favored screams of your dying brain..."

"Real or no, when I cure this poison. I'm coming for you, Tyrian." Spider-Man declared.

"Hahaha!" Scorpion laughed at Spider-Man's proclamation "Big talk from the little bug. Have fun chasing pink elephants." Scorpion mocked before ending the call.

"Is that another villain of his?" Nora asked.

"I wouldn't be surprised." Weiss said. "But I think Scorpion is more than enough right now."

Spider-Man grunts as he continues to swing past the tails, which begin to attack him. "I don't even want to know what Freud would make of those." Spider-Man commented.

"There's the research station." Spider-Man said, looking up ahead. After avoiding a few more stingers, he landed on the building that held the station and looked inside to see it there. " Atropine's right there..." Spider-Man said as he went in to get it. But he collapsed to the ground before he could reach it and the world went to white. His vision came back once again, but the substance, like before, was gone. "Atropine's gone..." Spider-Man grunted as he turned himself around to find himself back in the lab's hallway. "Not again..."

Yang also groaned as well at this. "Anyone else starting to get a little annoyed at that."

"Yep." Sun said in agreement.

"Me too." Coco added.

He walked through and opened the door, and like before, the world around him was shattered, but it looked to be the remains of Ozpin's labs. Even the man himself was standing in front of Jaune.

"You're too late. Just as you were too late to help me." Ozpin bitterly said, no longer soft and comforting, but like he was when he became Doc Ock.

"This isn't you, Doc!" Jaune cries out, hoping to reach him.

Ozpin flew away from Jaune before he could reach him. "Ah, but it IS me. The me polite society found inconvenient. The parts of myself I suppressed." Ozpin says with barely contained anger as Jaune follows him onto a floating part of ground. "But you helped me break those chains!"

Ironwood tentatively turned to his old friend. "Have you ever felt like…that, Oz?"

"Oftentimes I have felt…angry." Ozpin admitted. "But overall, I still would never lash out against the world." Ozpin said as a somber look reflected on his face. "But the world still may surfer for it regardless."

"I-I'm sorry..." Jaune apologized as he tried to keep up with him. "I'll find a way to help you. I swear it!" Jaune said as he followed Ozpin through a tunnel of debris.

"Stop deluding yourself." Ozpin snaps, causing Jaune to flinch at the tone. "You never help anyone. The poison isn't in you, you ARE the poison! Everyone you touch suffers."

"That's not true!" Ruby protested, Yang putting a hand on her shoulder, hoping to calm her down.

"Stop running from me!" Jaune pleaded as he ran through a series of debris. "Let me try!"

"I want nothing from you." Ozpin spitefully snarls. "You're a failure! At life, love, career! You bring nothing but pain!"

"No, stop!" Jaune begged as he lunged himself towards a surface. "I'm not giving up on you! Please. Just talk to me, I can help you!" Jaune said as he began slowly crawling.

Pyrrha couldn't stand to hear this. She hated hearing Ozpin berate Jaune for problems that weren't even his fault. What made it worse, was that this was all in his head, so these thoughts were coming from Jaune deep down, it's how he saw things.

"So you can treat me like all the rest, containing me? Suffocating me? I will let my genius shine on its own!" Ozpin exclaims as Jaune slung himself onto another surface as a giant, metal arm crashed its way past it. "I saw you, Jaune. Taking notes. Stealing ideas, rat in my own lab. To think I called you a friend."

"I AM your friend," Jaune insisted as he slung himself to the top of a ceiling. "Ozpin, please. I always supported you, I always will."

"Supported me by stealing my ideas to Jacques," Ozpin accused. "By sabotaging my greatest works. Don't think I didn't see, don't think I didn't know!"

"Please Doc, please..." Jaune begged as he lowered himself down to a nearby floor.

"I had such high hopes for you, Jaune." Ozpin sighs in disappointment. "Such lofty ambitions. You could have been a great scientist. But you lacked will. Always scattered. Always late." Ozpin insulted as Jaune reached down the floor.

"I don't like this." Ruby shook her head as she looked down sadly.

"None of us do, Ruby." Blake softly said to her leader. "But it's all still a hallucination."

"Still doesn't make it any better to watch." Yang muttered.

These words cut through Jaune like a knife being stabbed through his heart. "I…I tried Doc. I wanted to be there but..."

"But, but, but what?!" Ozpin mockingly said before growling in anger. "Excuses! Endless excuses. I didn't hire a research assistant. I hired a lazy leech. A boy playing at being a man."

"No... that's not true. No..." Jaune shook his head, trying not to listen to the harsh words.

"If you had been there for the grant committee... or for the pre-check... or for our endless fittings. If you had ever been there... maybe I wouldn't have had to act." Ozpin said with disappointment steering in his tone.

"He couldn't have accounted for that." Glynda whispered.

"No, he couldn't." Ozpin said in agreement. "Mr. Arc did his best to protect the city, and yet still he feels like he failed. And I am the one who is putting him through that."

"Ya gotta remember it ain't you, Oz." Qrow reminded. "It's not our world."

"I'm aware, Qrow." Ozpin said. "Doesn't mean I don't feel remorse for what Mr. Arc is going through."

"Please Doc, there's still time to turn back." Jaune pleaded, reaching out to him. "Still time to heal."

Ozpin snapped his head at Jaune. "And do what? Crawl back to that pitiful lab, toss tennis balls with my incompetent assistant?" Ozpin says. "No! Now it is my time for greatness. You'll not hold me back again!" Ozpin said with malice in his tone.

Jaune tried to approach Ozpin, only for him to flee once more. "Stay away Arc! I won't be sabotaged by you again!"

Spider-Man winced, but right in front of him was the atropine. "There it is... the atropine." Jaune said as he went to grab it, only for the floor below him to collapse.

"Hopefully now he can cure himself and end this nightmare." Saphron said.

"And hopefully find Scorpion and punch him silly." Yang said with a decided edge.

"WHAAAH!" Jaune yells out as found himself falling through an unknown abyss once more. He continued to fall until he landed on a building back in the city.

"Oh great." Nora remarked with a scowl. "More of this."

Jaune looked at his hand and had what he needed. "Got the atropine. Now I just need to mix up the antidote." Jaune said as he leaped off the building he was on and began swinging once more. "Looks like I'm headed back to the lab."

As he swung through the poison filled city, he got a call from Scorpion again. "Still with us?"

Sun groaned at the voice of Tyrian. "Not him again."

"He really should block this psycho by now." Coco said.

"Yeah, maybe knock his block off instead." Nora said, glaring at the screen.

"And nearly cured. Sorry to bust up your plans." Spider-Man says while swinging and dodging the large stingers.

"Oh webs, don't worry." Scorpion said in a mocking sympathetic tone. "Plenty of surprises left for you. We'll be seeing each other again real soon."

"I do not like the sound of that." Ruby said with a worried look.

"Neither do I, friend Ruby." Penny said in agreement.

"Count on it." Spider-Man said as he hung up on Scorpion and continued making his way to the lab. He kept going as he continued to avoid the massive stingers that were lunging themselves at him, as well as keeping to high ground as the poison in the streets continued to rise.

After avoiding what seemed to be endless waves of scorpion stingers, he eventually found the lab and landed right on top of the building.

"M-made it... somehow." Spidey panted as he opened the door. "But I'm running out of time... I need to mix the antidote." He said as he walked through the hallway. "Finally...The real lab-AARRGH!" Jaune suddenly yelled out in pain as he collapsed to the ground as his vision became fuzzy once more.

"I think not." The voice of Doc Ock bellows out to him as the room around him breaks apart and flies up into the skies. "You're in my domain now." Ock declared.

"Oh crap…" Qrow muttered.

"How powerful is this venom!?" Coco exclaimed.

"Powerful enough, Miss Adel." Glynda said with a serious tone.

"You're just like Schnee! Trying to steal my genius! Everything that happens now is your fault! I knew you were laughing at me! All of you, behind my back! You'll beg me for salvation." Ock madly declares as Spider-Man follows the debris to a nearby floating platform. "But it will be too late! This is justice! Retribution! Everyone who betrayed me has to suffer!"

Spider-Man landed on the platform. But as he did, the form of Scorpion suddenly appeared near him. "Thought I forgot about you?" Scorpion asks as he leaps away from him.

"Scorpion? Are you even real?" Spidey questions.

"Hold still. I'll show you." Scorpion says as he fires a glob of poison right at Spider-Man.

"So is this really Tyrian?" Pyrrha asked.

"Doubtful." Ozpin said. "Most likely another hallucination. Or perhaps even the source of it."

"Well then I guess Jaune doesn't need to hold back." Yang said with a feral grin. "He's free to beat the crap out of this guy."

"Sounds good to me." Sun said with his own grin.

His spider sense warned him in time as he quickly dodged out of the way of the acid blast, the floor where he once stood burning through the floor, creating a hole. Spidey looked up to see Scorpion hurling more projectiles at him.

Spidey then quickly fired his own web projectiles at Scorpion, trapping him in a layer of web. "That gave me an opening." Spidey said as he launched himself towards Scorpion and started beating him back and forth across the face.

He then landed one final strike across the face that sent Scorpion flying into the void, until he evaporated into particles.

"Another hallucination." Spider-Man realized. "At least he had an imaginary glass jaw." Spider-Man said as a floating orb rushed past him and moved to another area.

"Then the real one must still be out there." Ironwood mused to himself.

Spider-Man quickly chased after the orb, zipping past floating objects until he was on another platform. He tried to approach the orb of light when it suddenly divided itself into several orbs, landing on a piece of debris that all transformed themselves into Scorpion.

"Not gonna be that easy!" All the Scorpions taunted in unison.

"Sure it is. Now I know you're the poison trying to distract me. Bring it on!" Spider-Man calls out as he continues to dodge back and forth the mix between the position shots and the tail jabs coming from the Scorpions.

"Some hero. Everyone you ever met suffers." Scorpion taunted.

"At least he#'s better than the likes of you." Pyrrha scowled.

"It's like fighting internet trolls: knock one down, another pops up. One more..." Spider-Man remarks as he continues to take out more and more of these Scorpions, even tricking them to slam their tail into the ground and knocking them out.

"If I was your uncle, I would've jumped in front of a bullet too!" Scorpion snarled.

Saphron glared angrily at the Scorpion dressed man for that comment. "I hope Jaune breaks his jaw off."

"My inner voice has really developed an attitude." Spidey mutters, that comment didn't phase him as much as Scorpion thought it would've.

As Spider-Man fought more and more, the number of Scorpions began to dwindle. With only a few of them left as they were taken out with ease, no matter how many insults or taunts they threw at him, Spider-Man always stood out against them, eventually taking out the last one left.

"He did it!" Ruby cheered for her first friend. "He took them out!"

"He still needs to cure himself of the poison, Miss Rose." Glynda reminded. "But yes, he did manage to hold out, which is impressive itself."

"Hope that's the last of 'em..." Spider-Man breathed out. "I can barely stand up." Spider-Man said as he looked up to see a collection of lab equipment materializing down right in front of Jaune. There's the equipment I need." Spidey said as he ran towards it.

"Finally... I'm running out of time." Jaune said as he quickly went to work on curing himself as the world around him faded to white once more.

The world came back into view, the real world, as Jaune stood there astonished and relieved. "I think I did it..." Jaune said.

The audience were in relief that Jaune was able to overcome poison within his mind.

"Man, that was a close one." Sun breathed out.

"I was beginning to worry that he might not make it out." Velvet said.

"Well, at least he's safe now." Pyrrha sighed in relief.

"That's our fearless leader!" Nora said with great exuberance in her tone.

"Yes." Ren smiled in agreement, but then bore a serious expression. "Hopefully now, Jaune can find Scorpion and put him to justice."

"Yeah," Ruby smiled as she watched the screen, but tilted her head in confusion slightly as she saw that something was…off.

But he oddly felt…a little breezy for some reason, like his whole body was feeling more air. He looked down to see that he was only dressed in his mask and a pair of boxers. "Where'd my suit go?" Jaune questions.

The audience's eyes widened or gasped in shock at what they were seeing, or some either laughed or blushed.

"Whoa!" Sun exclaimed as he quickly looked away.

"Oh god!" Saphron cried out as she shielded her and her son's eyes. "I didn't need to see that!" Saphron said while Terra giggled at her wife's reaction.

Ren instantly shuts his eyes, not wanting to see his leader in such a compromising position.

Nora, of course, only had eyes for her Renny and wasn't bothered by the sight. But instead watched the various reactions of the other members of the audience in amusement.

"O-oh my!" Pyrrha watched with wide eyes, her mouth was slightly open and her face matched the color of her hair. She wasn't expecting to see this. But she couldn't look away, seeing the body of her partner like that, her thoughts going a bit wild. "I am going to up his training schedule!" Pyrrha thought to herself.

"Eep!" Ruby squeaked as her face was as red as her hood as she quickly pulled it over her head and tightened it, while opening up a small hole of her hood to get a quick peek.

"Ah! No!" Weiss cried out. "I didn't want to see this today! Stupid, sexy Jaune!" Weiss mentally cursed before realizing what she just thought. "Ah! No! I did not think of Jaune as sexy!" Weiss chastised before turning her head back to get another look. "Though it does look like you could grate cheese against abs-Ah! NO! NO! STOP IT!"

Blake just blank stared at the screen as a tint of red was on her cheeks.

Yang stared at the screen showcasing Jaune in his briefs for a little longer, not before a Cheshire cat-like grin was on her face. "Nice..."

"Oh, my word!" Glynda gasped as she quickly averted her eyes at the sight of her student in barely any clothing.

Coco smirked at her partner as she gave her a playful nudge. "Bet you wish you had your camera now, don't you, Vel?"

Velvet said nothing as she blushed a deep red at the sight of Jaune only in his pants, a part of her agreeing with Coco's sentiment and wishing she had brought it...for research purposes.

Penny tilted her head in curiosity at the sight of Jaune in his briefs. "Hmm, interesting." Penny said.

Ilia rolled her eyes, Kali giggled and Ghira grumbled to himself, hoping that his daughter wouldn't become interested in another blonde.

Ozpin and Ironwood chuckled amongst themselves, able to let themselves find the humor in this situation.

Tai was grumbling at the sight of his precious daughters blushing over a boy, his parental instincts going overboard, while Qrow was chuckling to himself..

"Hey, I've been there." Qrow says.

"Please, do not put that image in my head, Branwen." Winter growled with a slight tinge to her face.

"I think I took decontamination a little too far. Better put some clothes on..." Jaune said as the screen briefly faded to black. Fading back to show Jaune back in his full costume. "Much better. Let's just go ahead and forget that ever happened."

"Well...that was interesting." Blake commented as the light came back into the room.

"I didn't think anyone was going to forget that ever happened." Coco grinned.

"Thank god he doesn't go commando while wearing that." Qrow muttered.

"Stop it!" Saphron yelled.

"Still though," Ruby said, calmly down after what she just saw as she collected herself. "At least Mercury and Watts are taken care off."

Yang nodded with a grin. "That's right! They've definitely been cut down a peg."

"Yes. But the rest of them are still out there." Weiss pointed out. "And Scorpion managed to get away."

"Hopefully not for long." Winter said. "Once Mr Arc has...collected himself, he can focus on stopping them, as well as Octavius and Taurus."

"Won't be easy." Tai said. "But now that he's working with Pyrrha and Oscar, I say he's got a good chance of winning this."

Pyrrha and Ruby smiled at this, knowing that she and Oscar would no doubt be a huge help during this. And hopefully, can stop the plans of Octavius and Taurus and hopefully cure the city of the Devil's Breath without anyone dying. Though it may not bee as easy as they me well hope.

---

Thanks for reading this chapter of Worlds of Arc.

I know these chapters take a long time to upload, and the only thing left to do is the character reactions for all these chapters. But honestly, I pretty much have to force myself to finish them. It's just becoming a little tiring to do them at this point, they're a lot less fun then they used to be. But I'm gonna try and get them finished as soon as I can.

Well, the audience got a lot more than they expected by the end there, which was my favorite thing to write by far, and Jaune is working with Pyrrha and Oscar and managed to take down Electro and Vulture. Hopefully things will be better, but we all know the events to occur.

But in recent and rather upsetting news, it's been announced that after 21 years, Rooster Teeth is shutting down.

I, like many people, was pretty sad to hear the news. I first started watching Red Vs Blue when Season 15 was around, which then introduced me to shows like RWBY, Camp Camp, Nomad of Nowhere and so on. I know it had its problems, but it introduced me to such amazing works and content, even inspired me to do this story.

Camp Camp I'm hoping can still continue, GenLock I didn't pick up watching after the end of the first season, and after hearing what happened in Season 2, it's probably for the best. At the very least, the end of Red vs Blue is still going to happen, but I really hope that RWBY doesn't end and can still continue forward.

I know RWBY isn't perfect, but I still enjoy it nonetheless. I love the characters, setting, fights, and songs. It's a show that I believe has so much potential. And as much as I gripe and moan about this story, I still do it because I love this series and its characters. I hope that RWBY continues on because I feel that it deserves to continue its story and not just end abruptly. I still wanna do stories based around it, despite its ambiguous fate.

On a more positive note, I have played through Spider-Man 2 several times now, I wanna give my thoughts, so Spoiler Warning for those who haven't played the game yet.

It's a really fun game, the web swinging has been improved, the gliding is fun, the combat, especially with the Symbiote, is really fun to play with.

The story overall was pretty good, I don't think it's as strong as the first game's, but it's pretty good nonetheless. I like Kraven, Harry's version of Venom, and some of the side quests were pretty great as well. I also loved the ending a lot, letting Peter be happy with MJ and letting Miles take over being the main Spider-Man for a while. For those of you who've seen the mainline Spider-Man comics, this was very much needed after the mess it's currently in.

But with that being said, I do have a few issues with the game.

I do think that the game's story could've been a little more longer than the first, particularly the Black Suit storyline as I felt like it was a bit rushed. I felt like there should have been more time with Peter and the Black Suit and its slow corruption of him. It also could've done more time with Venom and the city being corrupted by the Symbiotes.

Another problem I have is that they could've done a better job of implementing Miles into the story as I felt he was detached from it at times. There's also the matter of his costume, but that's been discussed before. Personally, I didn't mind it at first, just felt that it was too sudden and pointless.

Still, overall, I do think Spider-Man 2 is a great game and I can't wait to see what the third one might have in store. I'm playing New Game Plus and it's still pretty good.

Next chapter will go back into the World of Cybertron, where a tyrant makes his return, forges a warship from an old ally, a schemer plans his revenge and a berserker unleashes a rage fueled rampage. Thanks and see you around!