A/N: After so long, we're FINALLY getting around to this! I'm so sorry it took so long, I don't have any good excuse, but I hope this makes up for it. So, let's just get into this, shall we?


"Peter Parker? As in Spider-Man?" Blake asked in shock.

Ruby gasped. "We get to meet Spider-Man!? Awesome!" Ruby cheered.

"I guess it makes sense. Blake does swing around with her ribbon on Gambol Shroud like how Peter swings on his webs." Emerald admitted.

"You're going to have quite a time getting around his Spider Sense." Weiss told her teammate.

"Maybe you should bring the version from after Endgame." Razara whispered to her mother.

"Yeah, the one who lost his 'Peter Tingle'." Tekko giggled.

Katana sighed at this. "It'd make this a bit more balanced, but that would hardly be fair to Blake to make her fight a nerfed version of her opponent. It's not about them winning, girls. It's about them learning and growing from the experience." She informed her daughters.

"Well, we're ready for him! Bring him in already!"Yang said.

"Very well." Katana complied, raising her hand and releasing a flash of light.

Suddenly, in the middle of the room, a figure the size of a teenager in a spider-themed suit appeared in the air, firing a web into the ceiling and swinging forward, only to find he was suddenly in a MUCH smaller space than a whole city, forcing him to leap off of the webline, twisting in the air and managing to land on one of the walls of the training room. He then let out a small groan and light gagging noises, before recovering and jumping down to land in the center of the arena. "Katana, you gotta send someone a warning before you do that. Oh, god, I don't feel so good." The boy said, his Spider Sense having alerted him to the danger, but he had no way to react or avoid it, causing great stress.

Katana winced at this. "Oh, don't say it like that!" She said with a shudder, before shaking her head. "Anyway, I'm assuming you know why you're here?" She asked.

"Oh, yeah. Mr. Stark told me. You want us to fight a bunch of crazy people with forcefield powers and swords that are also guns. So, you want us to fight anime people." The spider-themed hero acknowledged.

"Eh. Fitting enough." The ice demoness admitted.

However, before Katana could continue, Ruby squealed and zipped right up to Peter. "Aah! Spider-Man! You are so cool! We saw you fight with Iron Man's team at the airport, you were so cool!" She cried out.

"Yeah. You did a pretty good job fighting Captain America, of all people! You had some sweet moves! A little more experience and you probably would've had him." Yang agreed, walking up as well.

"Not to mention, it's just cool to see a superhero OUR age! Age is just a number as long as you can kick butt!" Nora exclaimed as well.

"O-oh, yeah! Uh... thanks!" Peter said awkwardly, shrinking down a bit from all the attention he was getting from these girls.

"Anyway! Today, you're opponent will be miss Blake Belladonna." Katana informed him as Blake stepped forward.

Spider-Man took a step back at this. "Oh, uh... You know, I really try not to hit girls." He told her, raising his hands up.

"Oh, that's fine. I don't hit girls, either. Lucky you." Blake said cheekily.

Peter shook his head in bewilderment. "Wha-?! I'm not a girl!" He said indignantly.

"Really? You sure sound like one." The Faunus girl continued to tease him.

"Look, I know you're trying to provoke me, but it's not gonna work." The arachnid hero said resolutely.

"Okay then, maybe this will: the only way you can leave is if I send you back and the only way I'm doing that is if you fight her." Katana said bluntly.

Peter groaned at this, before slapping his cheeks to psyche himself up. "Fine. But don't say I didn't warn you." He warned her.

"Now, I haven't done this for the human participants yet, but since you both rely largely on swinging around through large areas with a lot of places to hook and swing from, I'll be using our simulator to send you to a perfect replica of Manhattan. Only, completely empty, so you don't have to worry about hurting civilians." Katana said.

"Completely empty? So, not like Manhattan at all." Spider-Man remarked.

"Well, again, just making sure you two can go all out and not worry about the destruction you two-" Katana began, before coughing quickly. "Peter!" She coughed, before recovering. "might, or- more realistically- are going to cause in your fight." She explained.

"Oh, come on! You make it sound like everything falls apart whenever I show up." Peter complained, only for Katana to raise an eyebrow. "Okay, fine. But for the record, they would've fallen apart even more without me around, so..." He defended himself.

"Enough chatter! I've gotten all psyched up now!" Blake said eagerly.

"Alright, fair enough. Head to the platform." Katana said, both combatants following her instructions, allowing her to send them into the simulation.


The two both arrived in Time Square atop skyscrapers on opposite ends of the landmark. After a moment, they looked around and detected each other, readying themselves to spring into action. Spider-Man started swinging down a road heading North, hoping to lose the girl and get around behind her to take her out in a stealthy manner, but Blake soon swung after him, going down another street heading a similar direction, landing on the roof of the building separating the two roads.

Background Music: "Hero" by Nickelback

Blake then ran on the rooftop, keeping pace with Peter as he swung and finding where his webline was connected, throwing her weapon in its kusari-gama form and severing the line. Peter let out a small shriek as he started to fall, but quickly righted himself in the air, preparing to shoot another webline to save himself. However, Blake had leapt off the building, throwing her weapon again, wrapping the ribbon around his waist and yanking him down with her as she fell. Then, as she came close to the ground, she swung Peter towards it with full force. The spider-themed hero cried out fearfully again, but manuevered in the air to turn his back to the ground, firing a couple of weblines into nearby buildings to stop his descent. He sighed in relief, before remembering his opponent as Blake slammed into him, both feet first, making him release the weblines, sending them both towards the ground, Peter slamming into the concrete with Blake slamming him down further into it with her feet, before she leapt back to a safe distance.

Peter coughed as he got up. "Okay, I tried to be nice about this!" He said, running in and firing a couple of webs at her, which she dodged, but this allowed him to fire a webline to swing up into the air, preparing to come down on her with a powerful haymaker, but at the last moment, she vanished, causing him to hit nothing but air and stumble a bit as he landed where she just was. "Whoa, what?!" He exclaimed in shock, before his Spider Sense alerted him to danger, allowing him to leap out of the way of an axe kick just in time as he turned and faced Blake. "Whoa?! You know the Shadow Clone Jutsu!? That's awesome!" [1] He exclaimed in amazement. But his amazement and confusion wasn't done yet, as Blake now rushed in with her sword. "Whoa! Wait, I thought you just had one of those chain sickle thingies!" He cried out, dodging several attacks, trying to land some of his own, but Blake dodged them as well. She then jumped to a safe distance, changing her weapon to its gun form and firing several shots. "A gun, too!? That's just cheating!" He complained, repeatedly doing flips and twists to dodge the shots, managing to fire a web that managed to block the barrel of the gun.

"You know, there's still not this much talking in a fight." She told him, swinging her kusari-gama at him again, but this time he managed to catch the weapon and yank her in like Cap had once done to him, hitting Blake with a clothesline, making her spin a few times in the air, allowing him to jump up, fire some weblines into the ground and yank himself in for a kick to her back, sending her to the ground.

But thankfully, skidding across the ground in such a manner scraped some of the webbing off of Blake's weapon, allowing it to return to its sword form, letting her grab and rip it off, before swinging it at Peter. He dodged a few more attacks, before she managed to stagger him with a flipping kick to the jaw, before grabbing her sheath and dual-wielding her weapons. "The sheath's a weapon, too!? You've got four weapons!? Isn't that a bit much!?" Spider-Man cried out as he once again, had to dodge several attacks from the Cat Faunus. Eventually, though, she landed a sizeable cut across his chest, cutting the suit and leaving a shallow cut across his chest, causing him to flinch in pain, allowing her to clothesline him with the flat end of her sheath to knock him to the ground, attempting to knock him out with an axe kick. However, he managed to push it to the side, allowing him to bring both feet up and kick Blake in the chin, sending them both into the air, before getting his feet onto her stomach and pushing her down into the ground as they were landing.

He then noticed something as he looked at the top of her head. "Oh, are those little cat ears? I thought that was a bow at first." He said, gently tapping one with the tip of his finger, watching it twitch. "Aww, they're real! That's so cute." He chuckled a bit.

However, Blake was in no mood for that and turned her weapon back into its gun form and fired some shots to make Peter back off, allowing her to get up and swing away, Spider-Man quickly chasing after her. They swung through the city for a good few minutes, before Blake took a sharp turn around the corner of a building, Peter following once again, before noticing she was taking a SERIOUSLY wide turn on the next corner, giving him an opportunity. "Ha! Got you now!" He declared, launching himself at her and throwing a punch, only for it to be another clone. Blake then came down from the top of the building, connecting her fists over her head for an overhead slam. But Peter was prepared for it and threw a kick at her, only for her to suddenly become blazing red, as if she were made of flames. And, upon connecting, the fiery clone exploding, sending him crashing down to the roof of a smaller building. "Element clones? You gotta be kidding me." He groaned, getting back up.

Blake then landed before him and attempted to slash him again with her dual swords, but he dodged most of the attacks and tried to punch her, only for it to be a clone, the real Blake leaping up into the air, creating and launching off another clone to try and slash him again, but he backflipped out of the way, firing a pair of weblines into the roof and yanking himself in for a stomp, but Blake narrowly avoided it with another normal clone. However, she just barely dodged this, causing her to stumble to try and regain her balance from moving awkwardly, leaving her open for a jumping round kick. However, when this punch connected, it was to a stony clone of Blake, its face caving in from the punch, causing Spider-Man to yelp in pain, jumping up and holding his shin in pain from the kick, allowing the real Blake to swing in and knock him down with a kick.

She rushed in and tried to hack him down with both blades, but he jumped over her out of the way, landing and rushing in for a punch to the face as she turned, before she was replaced with an ice clone, his arm now up to the elbow through the ice sculpture's head, its feet frozen to the rooftop to keep him in place. "What the!? Oh, come on!" He complained, looking around frantically, before his Spider Sense tingled. He looked up and noticed Blake up in the air, another clone holding her by the arm and spinning her around to gain a lot of momentum, before flinging her at him at high speeds, causing her to crash into him at high speeds, shattering the ice clone and sending them both flying off the roof and across the street, through the window of a warehouse.

They both crashed through the ground the window, Blake landing in a Black Widow-like pose as Peter crashed and rolled across the ground. However, Blake noticed the warehouse was pitch-black. but thankfully, she could still see, thanks to her Faunus night vision. "Perfect." She said, jumping into the shadows.

Peter groaned as he got up, noticing what Blake did, that he couldn't see in the darkness. "Peter Tingle, don't fail me now." He whispered to himself, closing his eyes. And with that, even without his eyesight, he could still sense it when Blake used ambush tactics, leaping in and out of the darkness, allowing him to dodge her attacks. However, she was also able to dodge his attacks, even when he would swing out of her sight, up into the darkest shadows of the warehouse and trying to come down on her with his own attacks, only for her to dodge it. (Aww, man! It's like she can see me like it's bright as day!) He complained in his mind, flipping out of the way from a swing of her Kusari-Gama. He then realized something. (Wait a minute! She has cat ears. Maybe she's really like a cat and has night vision! Not only that, but cat's have hairs in their ears that alert them to changes in the air for possible threats! So, she has four times the hearing and her own cat version of Spider Sense! Cat sense!) He realized, as he dodged one more attack, flipping up into the air.

And as he was in the air, he fired a couple shots of webbing, pinning Blake's cat ears down onto her head. "Aah! This is gonna be a nightmare to get out!" Blake complained. While not as obsessed as Yang over her hair, she still took a lot of pride in her flowing dark mane. And now, Spider-Man began to zip all around from one side of the warehouse to the other, further disorienting the already slightly disoriented girl, before finally zipping in and performing drive-by hits like he did with Thanos, only without the additional magic portals from Doctor Strange. And finally, he fired a couple of weblines at Blake's feet, yanking her in as he fired a few more weblines at the support beams of a catwalk, yanking himself in and delivering a kick to the face that broke her aura.

End Music

Finally, Blake collapsed to the floor, defeated and exhausted. She slowly propped herself up, but found a hand waiting to help her up. "That was really cool. You did a pretty great job out there." Spider-Man said, offering his hand to her.

Blake snorted in response, but took his hand. "Pretty sure I'm the one who lost, though." She said as she was pulled to her feet.

"Well, you know. I fought some of the Avengers, so... I'm pretty used to fighting people with awesome powers. No big deal." He said, trying (and failing) to brush it off and treat it like it was nothing.

Blake picked up on this, however and smirked. "Right. Because you seem so chill about it, like it's small stuff. I get it." She said, checking her nails and playing along like it was really no big deal.

"Oh, no. It was. It REALLY was. It was amazing." He said, before the two were finally brought back.


The two reappeared in the combat room to the applause of everyone else. "You did awesome, Blake! You were so close to winning!" Ruby told her teammate.

"Close, but not quite there." Blake said, slightly disappointed in herself.

"Well, You definitely did better than a lot of us would have. That Spider-Sense is totally cheating." Emerald agreed, placing a hand on her girlfriend's back.

"Yeah, but you still did an awesome job getting around it with all your sneaky tricks!" Ilia said, running up and giving Blake Eskimo kisses.

"Definitely. You did pretty good in such a... STICKY situation!" Yang declared, causing everyone else to groan except Neo and Spider-Man.

"Hehe. That was a good one." Peter chuckled.

"Aww, thanks! And you did pretty great, too. All your web moves were epic!" Yang told him.

"Indeed. Miss Belladonna is one of our most versatile and crafty Huntresses-in-training. It's quite difficult for most people to predict, anticipate or defend against her moves, yet you were able to do so with relative ease. Well done, young man." Ozpin praised.

"Oh, thanks! You know, gotta be ready for anything when you're a superhero." Spider-Man said, trying not to let the praise get to him.

"Alright, then. I did promise and you kept your end, so I'll be sending you home now. See you later, Peter." Katana said.

"Katana! You just told them all my identity!" Spider-Man cried out in horror.

"Oh, relax, they live in a different universe than you..." Katana assured him, pausing for a moment, before... "And they already saw your identity because they've seen movies all about your life and everyone you know and love, okay bye!" She said quickly, returning him to his world.

"Wait, what!?" Was all he could get out before he was removed from this dimension.

"Well, Miss Belladonna, hopefully you've learned a few things about fighting someone with a similar style of movement to yourself, as well as any weaknesses in your movement or combat strategies." Glynda said.

"I did. I really think I did." Blake confirmed.

"And that's what you're all here for." Katana said, everyone looking to her strangely. "Well, you know, HERE. As in, the combat room. Not here in general, obviously." She elaborated.

"So, who's next?" Tekko asked.

"Ooh! Me! I want a turn!" Ruby cried out.

"Fair enough. So, who do you want to take on?" Razara asked.

"Hm... I think I want to try and go against Gamora!" Ruby said.

Everyone was a bit surprised at this. "You sure, Rubes? She's an expert warrior and assassin. You're good with Crescent Rose and all, but if she disarms you, you're pretty much finished." Yang warned her.

"I know, but that's why I want to fight her! Maybe, if I see her skills in action, I can learn first-hand! And besides, you guys have all been picking the Avengers, I wanted to do something different." Ruby explained.

Summer looked concerned at this, but was also seeing where Ruby was coming from."Well, I suppose that's fair. And there's some logic behind it. Just be careful, my little petal." She said, kissing Ruby on the forehead.

"And, if she's too rough with you, I'll be MORE than happy to be rough with her." Cinder told her, making a fire in her hand.

"Aww, it's so sweet when you offer to burn people for me." Ruby said, slightly awkward and uncomfortably, but also sincere, offering Cinder a kiss on the cheek.

"Okay, Ruby. Just remember, you were warned. But don't worry, I'll have plenty of ice ready for when you get your butt kicked." Katana said, preparing to summon the green-skinned assassin.


[1] They have Star Wars, plus Peter and Quill reference plenty of Non-Disney movies/properties, why wouldn't they have Naruto?