Chapter 14:

Team RWBY was in the library, each one of them were studying for the evening, which was Weiss's idea. The girls were reading and taking notes, with Yang and Ruby struggling the most.

"Is this correct?" Ruby asked her partner.

"No Ruby, for the fifth time that is not correct." Weiss groaned.

"Sorry."

"Are you even reading the material?" Weiss asked.

"Yes…..maybe….ok look this boring and I don't get it. Don't blame me!" Ruby replied

Weiss groaned even louder in frustration, how was she going to get the leader of her team to learn? She then turned to Yang and says, "Please tell me you are learning something here."

"I am going to be honest, no." Yang answered.

Weiss slammed her head on the table in frustration, she then turned to Blake and asks, "What about you?"

"I understand everything well, I'm just reviewing the material again just so I didn't miss anything" Blake replied.

Weiss was slightly relieved from this, maybe she can get Blake to help her get the other two to catch up. Then she remembered about her male teammate, wasn't he supposed to help the team as Co-leader?

Weiss then looked for Peter, and saw him in another part of the library. Peter was using a computer to read many articles at the same time, each one talking about the unsolvable deaths that have been happening recently.

"God, this is disturbing as hell, when we catch the one responsible and lock him away the world will be much safer." Peter thought.

"If we can find them, there isn't a single bit of evidence at all in these reports. It's slightly concerning to say the least." Venom commented.

"I'm surprised your unsettled by this, I always assumed you were scared of nothing." Peter says.

"I am not scared by these deaths, I just find them odd. I only ever feared a few things." Venom retorts.

"Like what?"

"Huh?"

"What does scare you?" Peter asked, "You know all my fears, especially since You are one of them. So I would like to know what one of your fears are in return."

"Fine, I'll tell you one since I take you saying I'm one of your fears as a compliment." Venom chuckles, getting a deadpanned expression on his face, thinking no one would see this.

Blake did.

"Ok, ok, I'll tell you by asking a question. Do you believe there is a predator for the Klyntar?" Venom asked.

"No? You a sentient pile of goo that can't seem to be destroyed, we both know I tried." Peter answered.

"News flash, there is. They are called Xenophages, and let me tell you, BE GLAD THEY ARE EXTINCT!" Venom shouts, with slight nervousness, "Those things were very few in number, but they were strong, and practically indestructible! The only thing on their minds were eating the Klyntar! And they did a good job too, just one of those things can destroy an entire army of the Klyntar!" Venom explained.

"Wow, I am both curious and scared to ask if I can see one of your memories to see what they look like. But if they were indestructible, then how did they go extinct?" Peter asked

"The Klyntar were able to trap them on asteroids heading towards Black holes, or a star, mostly Black holes. And I am not showing you my memories, trust me, I've seen things." Venom replied. "So, there you go, you know one of my fears, please don't ask for more info on those things, be glad the both of us will never face those things, ever."

"Wait, your species used Black holes? Wow those things must be that bad if even your afraid of them and the Klyntar species used a extremely drastic solution for creatures like that." Peter replied.

"I am honestly not even mad at that statement being correct right now, they are that bad." Venom comments, "Great, I might be experiencing what your species call trauma, thanks for that Parker." Venom growled.

"You said that you were never meant to feel emotions besides anger right? So, how does it feel?" Peter says, with a smug face.

Again, Blake noticed his facial expressions.

"It sucks, now I know how you feel all the time. I would like to apologize if it means I don't have to feel this." Venom answered.

"While I do accept, emotional damage like that won't be leaving anytime soon, so do what I do and try to repress it. Or we can beat up some bad guys later today." Peter suggested.

"I'll take what I can get, and maybe some pizza, I would like to personally eat it myself for once." Venom replied.

"Really? Cool, what type of Pizza would you like? It would be nice to have you eat something else for once." Peter asked, with slight enthusiasm.

"That one with ham and that pineapple fruit."

"What….."

"Heh, heh, heh, you heard me."

"You evil son of a…"

"I have to mess with you in some form for my entertainment. And I think eating that pizza would get on your nerves." Venom chuckles.

"I swear to god! I know you still have some aspects of your villainous personality from before, but dude! You're a monster if you want to eat that! It's a crime against humanity!" Peter retorts dramatically.

"Yes, I know I'm a monster. Besides, I've committed a few crimes worse than this, so pineapple on pizza isn't as bad as it looks." Venom countered.

Peter sighs externally, "You know what, I'm done with this argument, I'll still get you a pizza, no pineapple and that's final, got it?" Peter said to the symbiote.

"Fine, I wanted just wanted to see your reaction, it was funny." Venom answered.

Peter sighs, "Our conversation went from talking about catching a serial killer to pineapple on pizza , what is our lives right now?"

"Nonsense. Pure nonsense."

Peter continued to read the articles he was looking at. He was determined to get to the bottom of this mystery. However, he was then brought back to reality when he heard someone calling his name.

"Hey Parker!" Peter turned his head to see Weiss call out to him. But she mas met with shushes from other students.

While she was curled by this, she decided to just signal him to get his butt over there so they could talk without making a lot of noise.

"This is why I love this place."

"Because it's quiet?"

"Because it's quiet."

Peter walked towards his team, and asks "What's up ice queen? You need something?"

"What are you doing over there? Are you even studying?" Weiss asked.

"I already finished studying a while ago Weiss, I was just catching up with the latest news." Peter answered.

"So you understand everything?" Weiss asked.

"Yes."

"Everything?" Weiss asked in a slightly skeptical tone.

"Where are you going with this Weiss?" Peter asked.

"If you truly learn the material, then you need to do your job as co-leader and tutor those too." Weiss says as she pointed towards the two sisters.

"You guys need help?" Peter asked Ruby and Yang.

"Pretty much, think you can help us Pete?" Yang asked.

"Pretty pleeeease! I don't get this stuff, we need your help." Ruby pleads with puppy dog eyes.

"Um, sure, I can tutor you guys. There is just something I got to do first. I promise to help you guys when I get back ok?" Peter replied.

"Like what?" Blake asked, slightly curious.

"You know, the usual. Got to earn lien somehow am I right?" Peter replied.

"Don't worry I'll be quick and help you guys out. Be right back." Peter said as he left.

"Hey! Get back here Parker!" Weiss shouts, only for the other students to shush her again. "Dolt."

"Calm down Weiss cream, I don't have any doubts he'll keep his word." Yang told the heiress.

"Ugh! Well you better hope he does because of not I'll be tutoring you two." Weiss remarks.

"I'll make sure he gets back." Blake says, "He might get distracted so it's best one of us keeps an eye on him." Blake says as she left.

"Cool I come with." Yang says as she followed her partner.

"Hey get back here Yang!"

And then the librarian calls out to Weiss, and points out for her to leave.

"Damnit!" Weiss says as she left, with Ruby following her from behind.

"Sorry." Ruby apologized for Weiss to everyone.

/

Peter was heading towards the nearest exist, ready to do his usual activities. But he is stopped by Blake and Yang when they called out to him.

"Oh, hey guys, you need anything?" Peter asked.

"Nah, we just wanted to come with you. You know, hang out as friends." Yang replied.

"Actually, it's so you don't get distracted and get back late." Blake corrected.

"Can it be both?" Yang suggested.

"You don't have to, I'll be back soon, I won't get distracted." Peter tried to refuse.

"Really?" Both girls asked.

"Yes."

"What about the time with the pizzeria?" Yang reminded.

"Or with those weird action figures at that comic book store?" Blake added.

"And the mirror?" Yang finished.

"We don't talk about the mirror." Peter replied.

"You danced like a crab waving your arms around for some odd reason, it was hilarious." Venom laughed.

"Please don't remind me, I have no idea why I did that when I saw my reflection." Peter pleads.

"Point is, for someone as intelligent as you, you tend to let things distract you, a lot." Blake explained. "So we believe it's best we come with you."

"Yep, and hey, you can tutor me a bit on the way. You know, explain things while we do what you need to do." Yang suggested.

"Ok, I get it. Sure you we can all go together. But I believe you guys know about my appetite so we might spend a while at a pizza joint." Peter joked.

"You really should eat healthy food every once in awhile. How are you not fat?" Yang asked.

"I don't know, genetics." Peter shrugs.

"Super soldier metabolism."

"Lucky." Yang grumbles with jealousy.

The three teens walked, on their way out of the school. However, they were stopped by a man in military attire grabbing their attention.

"Excuse me, but have any of you seen a boy named Peter Parker?" the man asked.

"Crapbaskets/Crapbaskets."

"I should, I'm him." Peter responds, with Yang trying not to chuckle and Blake giving him a look. "Your that military guy right?"

"I am, James Ironwood." Iron said, offering his hand to shake.

Peter shakes his hand in return, both having a strong grip as they do so.

"What would someone like you need from me sir?" Peter asked.

"I was looking for you to ask about the vigilante known as Spider-Man." Ironwood began. "From what I know, you are the photographer that takes photos of him, I was curious if you had any knowledge of him."

"So this is what he looks like, I expected something more…crazy with paranoia." Venom comments. "Either way, be careful what you say, we don't want him to get suspicious." Venom warned.

Peter nods internally, he then tells the general, "While I do take photos of the guy, I don't have any info about who he is. I'm sorry if I wasted your time." Peter replied.

"I see, well then I let you go on your way." Ironwood says as he began to walk away, "Be sure to stay out of trouble and get back here before curfew. Glynda has placed the rules for a reason Mr. Parker."

Peter just gets a deadpanned expression, "Really? Is everyone going to keep to telling me that?"

"Is that a rhetorically question?" Yang joked.

"Ha ha Yang. If you guys are still coming with then come on, I got photos to capture." Peter said.

"Of Spider-Man I presume?" Blake asked.

"Nope, I been asked to just take photos of more calm events. You know, store openings, events of the festival stuff like that. Apparently VNN wants to focus on more calm stuff to lift people's spirits up." Peter replied.

"Hm, I see." Blake says, she then asks, "What does the general want with Spider-Man? Do you actually know anything about him?", curious if Peter was telling the truth.

"Like I said, I got nothing on that guy. He just goes in, beats up bad guys and leaves. Honestly I'm lucky I can even get photos of the guy." Peter answered. "But as for what that guy wants with the web-head, I got no idea."

"Well Spidey is vigilante, and that is illegal. So maybe he wants to catch him and put him behind bars?" Yang guessed.

"Or use us as a puppet."

"I was thinking soldier, but that is a good guess."

"I hope not, the guy is the reason I make lien in the first place." Peter said. "Questions for later. Now then, the three amigos leave the school to have a nice time in Vale. Let's a go!" Peter said running ahead.

"Hey! If this is a race then I'm winning it here!" Yang runs after him.

Blake sighs, this was going to be exhausting. As she ran after them, she began thinking about something.

It was very convenient that Peter wasn't going out for Spider-Man pictures while with her and Yang tagging along. Come to think of it, ever since the General had come by for the festival Spider-Man hadn't been spotted around much. And coincidentally, Peter had been around much more, he also seemed to be looking at articles relating to the victims of the murders. Could he be planning to investigate them?

Blake wasn't sure, the more she thought about it, the more the evidence started to make sense. She met Peter and Spider-Man the same day, whenever Peter was gone Spider-Man appeared, and he was the only one to get pictures of the web-head.

Blake couldn't ignore this, if he was Spider-Man, why didn't he tell them, why didn't he tell her? Blake decided to keep a very keen eye on Peter, and find out once and for all.

/

Deep within the forest, in a small tent in the middle of the camp, was the leader of the group of White Fang members operating in Vale.

Adam Taurus was beyond pissed, many of his people were either caught by the arachnid hero, with a some being killed off a few weeks ago, by some unknown assailant.

All Adam could think about was killing the traitor. He was instructed by Cinder not to engage and to steal as much dust as they could. But Adam was not going to listen to that order. He planned to go to Vale and set a trap to kill him.

Just then, one of his men came in and says, "Sir, we are prepared to head to Vale now."

"Good, grab a few others and have them come with me." Adam ordered.

The faunus nodded, he then asked, "If I may ask, is it really a good idea to head there with the Atlas military currently in Vale? Doesn't seem wise to me."

"Are you questioning my orders?" Adam said with malice.

"Um, no sir I just don't know why you would risk something like that." The guy answered nervously.

"I am going to make an example of that traitor, and show everyone what happens if you cross the White Fang. If you value your life you won't question me again." Adam explained, "Now grab a few others and have them join me or else I'll make an example out of you."

"Y-yes, sir." The Faunus says, quickly exiting the tent.

Adam stood there, at the moment, he was looking at articles of Spider-man. He then took out his weapon and slashed the photos in pieces. "If anyone is killing you it will be me." Adam says as he left the tent.

Once he was out, he made sure everyone was ready the orders he had laid out for everyone. He then left with a handful of goons, leaving a few to look after the camp while he was gone.

Adam would relish in the arachnid's defeat, he didn't care about Cinder's orders to stay clear, he didn't care of the Atlesian army occupying Vale at that moment. He was going to kill Spider-Man and show the world to fear his wrath.

Unbeknownst to him or any of the members of the White Fang. The red oozing lifeform was watching from a distance. It then looked over to the small camp, seeing the newfound prey to feast upon.

More soon to be casualties of it's hunt.

/

Meanwhile back in Vale, the trio of teens were walking around, with Peter taking photos of the festival while explaining the subject the girls were studying earlier to Yang.

"Huh, I think I get it now. Thanks a lot Pete, you're a pretty good tutor." Yang thanked as she finished reading the book she brought with her.

"Thanks, I try my best. I just explained it in a way I knew you would understand, everyone learns differently you know." Peter replied.

"Well when we get back you still have Ruby to tutor, unless Weiss is doing that herself. I wonder how does two are doing?" Yang asked.

"It's Ice queen, she's probably yelling the same thing over and over again calling Rubes a dolt while Ruby is doodling in her notes." Peter guessed.

Yang chuckles, "So basically the same thing that happens everyday?"

"Ye-p" Peter said, popping the p. After a couple more pictures, Peter put away his camera and says, "Ok that should be enough, anyone up for lunch?"

"That would be nice, but can we get something besides pizza?" Yang asked.

"Why?"

"Fifty percent of your diet consists of pizza, I believe we should have you eat something else for once." Blake answered.

"She's not wrong." Venom agreed

"Didn't you want to eat a pizza yourself earlier?" Peter retorts.

"Yes, you and I are different organisms, so I can still have it. You should have something different for once." Venom replied. "No caffeine either, the fact those females haven't found your stash of coffee cups is mind boggling. Which I still wonder how you're still alive and haven't died of caffeine overdose!"

"I have no idea, maybe a combination of my enhanced metabolism and our bond probably helps. But fine, no pizza for me for a while." Peter replied

Peter sighs, "Ok, what do you guys suggest, and don't even suggest fish Blake." Peter says, which got a angry look from the feline. "Ok, ok we can get fish." Peter submitted.

"I got an idea, how about we just grab a hamburger? A quick lunch to eat. We can force Pete to eat healthy tomorrow?" Yang suggested.

"Sure, I'm not in the mood to argue for an hour for us to agree on something." Blake agreed.

"Now hold on, can we talk about forcing me on a diet? Don't I get a say on that?" Peter asked.

"No/Nope/Nah." The two girls and the symbiote say at the same time.

"Fine, but don't expect me to comply very easily." Peter remarks.

The trio then heads towards the nearest burger joint. To Peter and Blake's surprise, Yang had lead them to a very fancy looking place.

"Um Yang, I thought you said we were getting burgers." Peter said.

"I did, this place sells a lot of stuff. And it's all pretty great, best food you can eat." Yang replied, "Come on, let's head inside."

"Oh boy, my wallet ain't going to like this." Peter said to himself.

"Don't worry, I'm paying for all of us. Think of it as a thank you for the tutoring you gave me while we were out here. But just don't forget to tutor Ruby later, got it?" Yang told the brunette.

"No objections here." Peter said.

"Look, a free meal. Good for you Parker. If you can, order a chocolate milkshake." Venom said to it's host.

"If they have it here, but something tells me Blake won't let me order anything unhealthy." Peter replied.

"How is it unhealthy? I need the compound in chocolate." Venom retorts.

"But it's unhealthy for me, even though I haven't suffered any side effects from eating a lot of pizza, it is bound to effect me in some manner. Besides, if the continue to see me eat like that without any consequences they might get suspicious." Peter explained.

"Fine! I'll just take chocolate from the cafeteria while everyone sleeps." Venom grumbles.

"Still not comfortable with the risk of you getting caught."

"Too bad."

Peter rolled his eyes, an action Blake noticed. "Why did he do that if he agreed with Yang? He didn't sound against that?" Blake thought, when she took time to notice, she would notice Peter male random facial expressions, even though he wasn't talking to no one. "How odd."

After a few moments, the teens ordered there meals in front and sat down on the table.

Yang ordered a burger, Blake got a salad, and just like Peter predicted, Blake had ordered food for him, and what she ordered for him was fish.

"Did you order that for me because of what I said earlier?" Peter asked.

Blake just looks at him with a smug smile, not saying a single word as she sat down.

"Well ain't she sassy." Peter quipped.

"I wish I had popcorn for moments like these, it's hilarious." Venom chuckles.

"I wish you wouldn't treat my life like a soap opera." Peter complained

The three waited for there food to arrive, in the meantime, they would talk about how they felt about classes in Beacon, both the work and teachers.

"Hey I'm just saying, Professor Oobleck is just hard to understand. The guy talks way too fast for even Ruby to keep up." Yang explained.

"Really? I don't have trouble understanding him." Peter replied.

"You do? How?" Blake asked with curiosity.

"I don't know, I just do. No much to say there." Peter answered.

"Lies."

"Can't tell them the truth Symbie." Peter retorts.

"I know, still a lie though." Venom replied.

"Well, that is impressive." Blake says, noticing Peter space out for a second.

"It's not a big deal, I just learn at a different pace than others that's all." Peter brushed off.

"Well, you are a nerd so we should we have expected." Yang joked.

"Well Weiss expected me to fail since I act like a clown most of time. Jokes on her I don't follow stereotypes." Peter gloats.

Peter and Yang chuckle, with Blake still staring at Peter, still paying attention for any change in his behavior.

After a few minutes, Peter decided to use the bathroom, leaving the two girls on their own.

"So…. You plan on telling Pete you like him?" Yang teased.

"Huh?! No! Why would you say that?!" Blake asked.

"You have been staring at Peter a lot recently. If I didn't know any better, I'd say you like him." Yang teased further.

"No it's not like that, it's just…" Blake sighs, trying to calm down a bit. "Look, I'm just trying to figure out Peter's behavior. You have to admit he acts….odd, even more than usual." Blake explained.

"And how does he act then huh?" Yang asked.

"Well despite how annoying he tends to be, he is usually optimistic and goofy, and sometimes shows a caring side to him when someone needs it." Blake explained.

"Really now? You sure you don't like him like that?"

"Yang!"

"Ok, ok, I'll stop. " Yang chuckles.

Blake groans in frustration, she then continued, "But recently he seems unfocused, similar to when Jaune had Cardin giving him trouble. Although it's less anger and more confusion."

"And what do you think is making him feel like that?" Yang asked.

"Well, I noticed he has been reading articles relating to those…. You know, horrible deaths happening recently." Blake answered.

This got them to stay silent for a few moments, while the deaths in Vale had stopped, it didn't hide the fact that does who died didn't have a pleasant end. Hearing how they were left behind in such a state was concerning.

If only they were aware of the ones outside of Vale, especially one .ore attack happening at this very moment.

"I see. You don't think he is planning to solve that case himself, right?" Yang asked.

"I, I don't know. Peter isn't the type of guy to just watch as people get hurt. That dork tends to put himself in front of others so no one gets hurt. To be honest, I find it concerning." Blake admits.

Blake then remembered all the times Peter would look out for her and the others. No matter the situation, he would always have their backs no matter what. Blake found it very endearing.

"So, what do you think we should do then? Should we tag along more often to make sure he doesn't get himself into more trouble?" Yang suggested.

"Yes, I think it's best at least one of us accompanies Peter every time he comes here." Blake answered.

"Cool, we got a plan then. Speaking of Peter, you think he's taking a bit too long in the bathroom? It's been a bit and I see the food coming." Yang says as the food arrives to their table.

As the man sets the food on the table, Blake spots Peter sneakily go through an alleyway across the street. And seconds later she can see Spider-Man come out and swing away from said alley above.

Ok, that had to be clear evidence that Peter was Spider-man. Blake then asked, "Excuse me, can we get this to go?"

"Yes ma'am, I'll get a container for right away." The man says as he gets the item.

"What? Why? Aren't we going to eat?" Yang asked confused.

"Later, bit I think Peter left. I just saw him across the street, I think he's following Spider-Man." Blake replied, leaving out what she actually saw.

"What?! He saw the guy and didn't tell us?! Ok, how about we follow Spider-Man and get pics ourselves before Pete does. And then I'm giving him a piece of my mind for not including us." Yang replied, feeling slightly hurt by their friend leaving.

Blake nods as the man came back with containers to take their food with them, a long with a check to pay for said food.

The girls got their food and paid before as they left. Blake and Yang began following Spider-Man, which Blake was able to spot quickly.

As they follow him, Yang says, "I didn't think we would see the web-head so quickly. Isn't the guy usually hard to find?"

"He is, especially with the Atlas military stationed here. But from what it looks like he seems to be in a hurry." Blake explained.

"Well either way, I can't wait to see him in action. Think we could get in on some action ourselves?" Yang asked, getting a look of disapproval from Blake. "Ok sheesh, it was just a suggestion."

Blake sighs, while she was a bit annoyed at her partner's antics, she was more concerned of what Spider-Man was looking for.

No, what Peter was looking for. What she saw was the last piece of evidence that confirmed her suspicions. The only thing that was left was to find out why he kept that secret away from them.

/

Spider-Man was swinging across the city, trailing a white van heading towards the outskirts near the city and parking in front a factory building. Earlier the symbiote sensed someone filled with malice and hatred, which made the dysfunctional duo suspect it was the culprit behind the murders. But instead, it was a white van that was regularly used by goons of the White Fang.

Spider-Man decided to see who it was in the van that the symbiote sensed. From afar, he saw the van park and the doors open revealing a few goons and a red-haired bull faunus wearing a black suit with a mask covering his face.

"Think that's the guy?" Spider-Man asked. "He looks like a total edge lord."

"Yes, I am not mistaken. The hate coming from that individual is huge. It even rivals that of Brock's." Venom comments.

"From the looks of the guy, he might be the leader. I wonder if Blake knows the guy?" Spider-Man thought.

"Maybe, maybe not. But speaking of the feline, you left her and the blonde female back there without letting them know. Something tells me they will not be pleased." Venom added.

"Nope, I am definitely in the dog house when I meet up with them. But I couldn't take a risk letting who ever tipped of your symbiote-sense off if they have all that hate in them go." Spider-man told the symbiote.

"First of all, don't call it that it's sounds stupid. And two, you should get in there and web those people up. The sooner you do the sooner we can go. To be honest I would prefer to just have a little less action right now." Venom demanded.

"That's new, you usually like getting some action in. Heck to avoid the police and now the Atlas military here I had you go in suit form to keep me camouflaged. You don't have a problem with that." Spider-Man points out.

"True, but you spending so much time out here and spending very little time to rest has tired me out a lot. Even I need time to rest you know, so to help you hurry things up I'll go in suit form again and you will quickly apprehend them all. Got it?" Venom asked.

"Got it." Spider-Man simply replied as the symbiote formed around him in the black suit.

Spider-Man then quickly entered the building that the White Fang had entered just now. Landing in front of them he says, "Hey guys, don't you know this place is under maintenance right now?"

"Hmph, I expected to spend a long time finding you. Guess you saved me the time by confronting us yourself." The bull faunus replied as some of the goons got their weapons out, ready to fight.

"Oh, you wanted to meet little old me? Why I'm honored to meet who I assume is the leader, or are you just another generic grunt like those guys. Seriously, why do most of you look the same?" Spider-Man quipped.

"This is the same vigilante that fought Cinder? He is nothing but a joking idiot. But he does have this black suit I was warned about by her and Torchwick so I should be careful." The bull faunus thought.

"My name is Adam Taurus, I am in charge of the White Fang operating in Vale. I came to personally ask why you fight for those who oppress us. Your talen-" Adam began only to be interrupted by the web-head.

"Look, I'm just going to stop you right there. I've heard evil speeches like yours to multiple times so I'm going to decline your offer to join your group. Besides, I don't team up with anyone wearing green, or you know, psychotic. Which hey, you check one box at least, but not the last one." Spider-man quipped.

"Another used quip."

"If ain't broke don't fix it."

Adam growled, it seems like the vigilante had already made it's mind up. "So be it." Adam said as he snapped his fingers, signaling for his men to attack.

The goons charged, ready to take the web-head head down. But since Spider-Man was in a hurry, his simply took each one down as the tried to attack him. Landing a single lunch, kick, or neck chop to incapacitate each one.

"Look, as much fun as it would be to fight you guys, I have a lunch to get back to, so if you can surrender I won't knock you out quickly, m'kay." Spider-man mocked.

Adam was irked by this, "Fine, if you want something done right just do yourself." Adam then rushed towards Spider-Man, unsheathing his blade.

Adam swung his blade around, determined to strike a deadly blow on the hero. Spider-Man simply blocked each attack, not even bothering to move.

"Ugh, you bad guys always choose the hard way. Why can't you turn yourselves in for once." Spider-Man complained as he deflected another attack and land a kick to Adam's chin.

Adam stumbled back a bit, surprised by the arachnid's strength. He quickly shook his and dashed forward once more. Adam then tried to punch Spider-Man after a swung for his chest, hoping that he would be more focused on avoiding the blade.

But Spider-Man wasn't deterred as he dodge the blade, and caught Adams arm.

"You know, if I was wearing my classic suit, would you chase me around like a real bull?" Spider-Man quipped.

"…. That's kinda of racist."

"…..Yeah not my best one."

Adam grew furious, annoyed from his comment. He then tried to land more punched and kicks, hoping to do any harm on the arachnid hero. But Spider-Man just blocked the attack and began landing a combo of punches and kicks on Adams masked face and stomach before shooting a web on his chest.

"How do you feel about merry go rounds?" Spider-man quipped as he begun swing Adam around. "Yeah their pretty boring to be honest. Spider-Man as he threw Adam to the side.

Adam hit the wall of the building, bit quickly recovered as he landed on his feet. Due to how much damage he sustained very quickly, he had enough power to use his semblance on the vigilante.

Adam then lunged forward one last time, using attacks less offensively. He waited for the right moment to surprise the web-head, use his cockiness against him.

Spider-Man continues to dodge attacks while delivering counter attacks all over Adam's body. "Seriously dude, are you just going to do the same thing all over again. You got skills, but it you won't use another strategy tha-"

"Dodge!" Venom warned, sensing a devastating attack incoming.

Spider-Man didn't hesitate, he moved to the side, barley dodging a red wave of energy Adam had sent from his blade.

Adam was shocked, Spider-Man dodged, an attack that no one had escaped before. He assumed he could be in trouble until….

CLANG

The wave of energy struck a stack of metal pipes in the corner, causing them to fall towards the ground.

And just like that, the vibrations caused Spider-Man to screech in pain as the symbiote began to fall apart.

"GAH!" Spider-Man shouts as he covered his hears.

Taking advantage of this Adam quickly knocked over more metal pipes, making even more vibrations as the pipes fell to the ground. With the vibrations harming the symbiote even more and wearing it down, it was forced to retreat back inside Spider-Man's body, revealing him in his classic suit.

Spider-Man was now disoriented, experiencing a massive headache.

"Crapbaskets! He found your weakness!" Spider-Man shouts internally.

"Vibrations, too much. Can't stay out, badly damaged." Venom replied, feeling weak.

While Spider-Man was disoriented, Adam lunged forward and delivered a slash across Spider-Man's chest. This resulted in a slight gash, deep enough to draw out some blood.

Spider-Man grunted in pain, he then quickly focused back on the fight and jump back, dodging another attempt of a slash from Adam.

"Seems without your semblance your not as strong as you think you are." Adam smirked, thinking Spider-Man would be easy to take down now.

"Ok, I'll give you that, you managed to finally land a blow on me." Spider-Man says as he touched his wound, getting blood on his gloves. The symbiote would fully heal this wound as if nothing happened, as soon as it recovered. "But if you thought that I got all my power from that form, then your making a mistake underestimating me." Spider-man said as he got into position.

The two stood there, ready for their second round. In a instant, both combatants rushed towards each other, both ready end this fight.

Spider-Man and Adam then clash, with Spider-Man blocking Adam's blade with his arms, resulting in the blade to slightly cutting his arms.

Adam then leg sweeper the arachnid and elbowed him in the got, sending him tumbling back a bit.

Spider-Man quickly landed on his feet and rolled backwards. The web-head then shot webs at Adam, trying to either blind him or block his vision. But Adam swiftly cut the webs as each ball got close. He then tried sent another wave of energy at Spider-Man, thinking the web-head wouldn't be able to dodge this one.

But fortunately for the hero, he quickly jumped to the side and shot more webs at Adam, which successful covered his mask, blinding him.

Adam then tried to rip the webbing off, struggling to get it off his mask. Taking advantage of this, Spider-Man quickly shot a web at Adam's weapon, snatching it away and into his hands.

Spider-Man then broke the blade into a bunch of pieces, and dropping them to the ground. "I hope your not mad I broke your toy, nothing personal but I prefer hand to hand. Much easier for me to fight in." Spider-Man quipped.

After ripping the webs of his mask, Adam stares at the arachnid in fury. He was not happy about having his weapon broken into pieces. But this gave him an idea, he quickly rushed towards Spider-Man, decided to fight like he requested.

Spider-Man and Adam then trade blows with one another, both even even in their skills and abilities. Spider-Man would land a punch to Adams face, getting kicked in the arms in retaliation. And Adam would try to knee Spider-man in the gut, only for him to block and deliver one to his instead.

Both combatants traded equal blows for the next few minutes, only stopping once they jump backwards from each other to take a moment to catch their breathes.

Adam was breathing heavily, he was slowly losing his stamina from the constant attacks he endured from Spider-man. Meanwhile, Spider-Man was slowly losing energy as he was bleeding from the wound inflicted by Adam on his chest.

Both stared at one another again before rushing towards each once more. But just as they do, Adam quickly picked up a piece of his broken blade, and tried to slash Spider-Man across his face, only managing to rip of a piece of his mask revealing his left eye. He then successfully stabbed the side of his chest, causing the vigilante to shout in pain. While it didn't got any vital organs, he did lodge it deep enough to were it cause Spider-Man to stumble backwards away from Adam.

"I got to give it to you, your good. But if you think I'm just going to lay down and take it then your mistaken edge lord." Spider-Man quipped, pulling out the piece of metal and shooting webbing on his wounds as to not loose anymore blood.

"Grr, do you ever shut up! Once I kill you I will show your corpse in front of everyone in Vale to see!" Adam shouts.

"Ok, the malice he is irradiating is even larger then ours. I don't like that he is trying to dethrone me." Venom comments.

"Yeah, me neither. I'd rather not deal with another guy in black trying to kill me." Spider-Man joked.

"You referring to me or Brock?"

"Yes." Spider-Man replies. "But unfortunately he is skilled enough to match me when I'm fighting alone. I need to retreat, now." Spider-Man replied.

"Yes, I'm am too weak thanks to the vibrations from the pipes. We need something to use as a distraction for you to get away. But what?" Venom asked, wondering what they could do.

And right on cue, lights shine inside the building, with robotic voices calling out, "Surrender now or we will use force!"

The voices came from Atlesian Knights as they began to storm into the building. A total of six went in, with half of them apprehending the goons Spider-Man incapacitated early, and the other half pointing their weapons at Spider-Man and Adam.

"Convenient, but also not good. Damn that stupid general." Venom growled.

Adam and Spider-Man quickly ran out, avoiding incoming fire from the robots. Adam would go back to the van he came in, hidden from the robots view. One lone goon sat there, who was waiting for Adam and his comrades to return to escape. But only Adam got in and ordered him to drive out of there.

Adam was furious, he could have killed Spider-Man right then and there if the machines hadn't barged in. Now, he was badly hurt and lost men back there, who had definitely been captured by said machines.

"One of these days, I will kill you Spider-man. I know your weakness now, without that form your more vulnerable to my attacks. Just you wait." Adam thought as the van drove away.

Meanwhile, Spider-Man swung away quickly, trying not to lose concussion from the blood loss. He used the shadows to evade the robots, quickly loosing them.

"That was not good, that bull knows my weakness now. No doubt he will use it against me and force you to fight on your own." Venom warned.

"I know, but he might think I need you to fight all my battles. Which no offense is not true." Spider-Man replied.

"None taken, if you can survive against me you can survive against anyone. Your still just a bit rusty from lack of a challenge." Venom agreed. "But focus on staying awake until we know we are safe. If we get caught I'm blaming you for anything that happens to us."

"Don't worry I will, I…I" Spider-Man says as he temporarily loses consciousness and crashed into an alley way, onto a garbage can.

Getting back up, Spider-man then gets the trash off him and says, "Sorry! My bad! Just lost a bunch of blood back there."

The symbiote grunted, not exactly pleased from this. Before it could retort, the both of them here a voice from behind him.

"Spider-Man?"

"Crapbaskets/Crapbaskets."

/

It was a few hours past noon, Blake and Yang had lost Spider-Man a while back, he was too fast for them to keep up so they decided to look around the area they last spotted him.

But with how much time they spent looking for the guy, Yang then says, "Ok, it's time to call it quits. That guy is no where to be found." Frustrated at not being able to find the web-head.

"No, not yet. Let's look around for just a bit longer." Blake replied.

"Blake come on, we spent a couple hours looking for the guy after he zoomed way ahead of us. I think he's gone by now. Let's just find Peter and head back to Beacon, maybe he already found him and took photos. I'm still giving him a piece of my mind for not including us." Yang grumbles.

"No, just a bit longer." Blake requested.

"Look, as much of a Spidey I am, I am not looking for him for a bit longer. I'm not sure why you want to find him so bad, but can it wait for another day? We can ask Peter and the others to help us find him ok?" Yang asked her partner.

Blake stopped for a moment, she wanted to keep looking for Spider-Man. She had so many questions to ask him, but it seemed like today wouldn't be the day she could ask them.

"Alright, let's go find Peter and go ba-"

Just then, they both hear a large crash coming from an alley nearby. Both girls look to each other and nod, running towards the source of the sound.

When they get to the alleyway, they find Spider-Man crawling out a garbage bin, wiping off the garbage on his costume. Only his back was visible, with him facing away from them.

They both stare for a few moments, unsure of what to do. Blake then decided to step forward and call out to him, "Spider-Man?"

Spider-Man flinches slightly, he then slowly turned around to face the girls, and what they saw shocked them.

They saw him with a gash across his chest, a stab wound on his side, and multiple cuts and tears across his arms. However, what caught their attention was the part of the mask that had been torn off, the lens of his left eye.

Blake immediately recognized those eyes, especially a certain beauty mark under it. "Peter?"

"Huh?!" Yang shouts, confused on why her partner called Spider-Man that. She then yanked Spider-Man's mask off, ignoring his protests to stop.

And if they weren't sure before, they were now as they see Spider-man unmasked, the face of Peter Parker revealed to them.

"…….. It's a costume."

They didn't buy it.

"Peter, why didn't you tell us? And what happened to you?!" Blake shouts with worry.

"One, it's …. Complicated. There is just a lot to unpack that is the story of my life. And two, I got caught off guard and it resulted in this." Peter says, pointing to his wounds. "Hold on can you give me a minute."

Peter then loaded new web cartridges in his web-shooters and shoots more webbing over his wounds.

"There we go, that should stop the bleeding." Peter said.

"Dude! That's not going to cut it! You need medical attention!" Yang scolds.

"Worked the first time, remember Blake back on my….. birthday." Peter slowly says.

"Oh god that's right, I saw you injured back then and just like now your brushing it off like it's nothing! That is not okay!" Blake scolds.

"Wait, you met him while he was in costume that day? How did you not find out the first time you met in costume?" Yang asked.

"No it was the same day I first met Peter. Oh Oum it makes so much sense now." Blake face palmed.

"Anyways, what do you mean it's complicated? You were a faunus the whole time and you hid it from all of us?" Yang asked.

"Uh….yes?"

"That did not sound convincing."

"Why did you hesitate to say yes?" Yang asked.

"Told you."

"I can't lie under pressure!"

"Because he is lying." Blake said, looking Peter straight in the eyes. "Explain how you can do all this, is it a part of your semblance or the suit?"

Peter sighs, he took off his gloves and boots and just crawled on the wall. "I'm technically an accident, genetically modified. Long story short, a scientist's genetically engineered spider got loose and next thing I knew, I got bit by it."

He then jumped back down, slightly stumbling a bit from the pain of his wounds. Yang and Blake quickly helped him stand, with Yang asking, "Wait, so some guys science experiment got loose and changed your DNA? That sounds like something out of a comic book."

"I know, but it's the truth." Peter replied.

"Does anyone know? About all of this?" Blake asked.

"Just Oz and Glynda, Oz figured me out pretty quickly. But besides them, no one." Peter answered.

"I know." Venom added.

"You are the last thing I want them to find out about right now." Peter retorts.

"Fair, their feeble minds may not comprehend what I am." Venom replied.

Peter then switched his attention back to the girls as Yang snaps her fingers in front of Peter.

"Hey, don't you die on us right now! You owe us for ditching us back there and not including us in whatever fight you got into." Yang joked.

"Now is not the time Yang!" Blake shouts, still worried for Peter and his injuries.

"It's fine, helps me forget the pain. You guys wouldn't happened to have food on you right now? My healing factor will kick and let me warn you, I'm going to mighty hungry soon." Peter asked.

Yang took out her bag and took out a container filled with food inside. She then handed it to Peter and he quickly ate the food, eating it in seconds. At the same time, his wounds slowly started to heal. And thanks to the symbiote who had recovered slightly from the vibrations before, the wounds would finish healing in a half hour or so.

In the meantime, Blake and Yang would stand there watching over Peter as he sat down and took a few moments to breath.

"Hey Pete mind if I ask a question?" Yang asked.

"If it's about my powers, go ahead." Peter replied.

"If your human, and you got powers from having your DNA changed, how did it feel?" Yang asked.

"How what felt?" Peter asked slightly confused.

"I believe she meant your…. I'm going to say mutation. The process of your DNA changing." Blake spoke up.

"Yeah, that's what I meant, how did it feel to change like that?"

"Pain, If I would rate it on a scale it would be 0 out of 10, would not recommend." Peter joked. "But seriously, it wasn't pleasant, just imagine the worst headache in the world and multiply it by ten."

"Yeesh, getting superpowers must hurt." Yang said, getting an elbow to the side by Blake, "What? I'm just saying."

"Just please stop joking about pain, it's not funny." Blake glared at the two. Her expression softens as she then looks at Peter, she then asks, "So are you going to tell the others?"

"I…I don't know, I kind of want to avoid the drama that might come from it. I never told anyone because I didn't want anyone to worry." Peter replied.

"Worried?! Of course we would be worried, just look at you! You are getting hurt every time your out there fighting criminals!" Blake scolds.

"Not all the time."

"Not the point, we are your friends, we care about your health. Look, I get wanting to keep secrets, but the difference between you and I is I wanted keep my past hidden while you are keeping us in the dark about this." Blake said pointing to his webbed up wounds.

"Yeah I have to agree with Blake on this one, you got to tell the others eventually." Yang agreed.

Peter sighs, thinking about what they were saying, unsure of what to say next.

"So, what will you say?" Venom asked.

"I am not sure what to say. I mean, I know that if I'm going to be apart of their team for a long time, then eventually I would have to tell them. I'm just…"

"Afraid, afraid of the aftermath from them learning the truth. I believe that fear is because of what I did to expose you as one of mine and Brock's plans of revenge." Venom began. "I said that your secrets would harm everyone you cared about, so forget what I said back then and tell them." Venom commanded.

"Fine, but I'll tell them when I'm ready." Peter agreed.

The symbiote nods, it won't force it's host to make any decisions. Peter then looked at the two girls in front of him, waiting for a response.

"When I feel ready, I'll tell the others. Is that fine with you?" Peter asked.

"Ok, but don't think you can just say that and not follow through, got it?" Blake asked in return.

"Got it cat." Peter said as he got back up, ripping the webbing off much to the girls surprise.

"What are you doing?! You need to keep those on…to….huh. You were not wrong about the healing." Yang says as she noticed Peter's wounds have healed, almost as if he suffered no damage.

"Your welcome, without me it would have taken hours or a day." Venom said to it's host.

"Thanks, I owe you a lot of chocolate." Peter replied, which pleased the symbiote.

"What exactly are your powers?" Blake asked with curiosity, staring intently at Peter's former wounds.

"The standard, proportional strength of a spider, wall-crawling, enhanced hearing, an enhanced sense alerting me to danger, and something that Yang won't like is an enhanced metabolism, it's tide to my appetite and healing." Peter explained.

"Your right, I don't like that, but since your powers are supposedly an accident I'll let it slide." Yang joked. "But we are still putting you on a diet."

"Agreed. With a healthier diet you might actually have a much easier time with your daily activities." Blake added, "And no, you won't get a say in this, it's for your own good."

"I little help?"

"What do you want me to do? They are right, heck maybe it's why you aren't exactly on you're a game recently. Your don't exactly take good care of yourself you know." Venom comments. "And if you are going to argue about my need for chocolate, I'll just grab it from the cafeteria like I always do. That and when your are by yourself just buy a few bars and leave them in your backpack for me to eat."

"I feel betrayed." Peter said, before looking at his friends again.

"Ok, ok, but like I said before, I won't make it easy." Peter joked. "So, can you guys wait around the corner, I have to…. change."

Blake then slightly blushes a bit, and said, "Oh! Right, we'll wait over there, just be quick." Blake then dragged Yang away.

"Hey! I want to see! I bet you want to as well!"

"Yang!"

Peter watches as the girls went around the corner, out of sight. He then breathes out, still nervous about what just happened.

"So, that went well, I think." Peter thought.

"Parker, I can sense the feline and the blonde still extremely worried for you, be glad they are pretty calm about this." Venom scolds. "However, there is one last thing to worry about."

"What is it?" Peter asked.

"Me, while you can explain your story, you can't exactly explain me. Hell, they are not aware you aren't from this world. What about secrets like that?" Venom asked.

"I got no idea, I tell a half truth about you, but that's if I have to tell them about you. And as for were I am really from, oh boy that opens another can of worms." Peter replied. "I will deal with those explanations when the time comes, for now I just have to build the courage to tell Weiss and Ruby about me being the web-head."

"Knowing the mini-you, she will be ecstatic. As for the Schnee….. ok seriously you sure we can't just get rid of her?" Venom asked.

"Symbiote…"

"Ok fine, I'll drop it…still don't like her." Venom grumbles.

Peter then finished changing and put his suit and web-shooters in his backpack. He then went towards Blake and Yang and said, "I'm done, ready to go?"

"Yep, waiting on you bud. Come on, you still have to tutor Ruby." Yang said, she then whispered to him, "For the record, when you eventually tell Ruby she is going to be ecstatic."

Whispering back, Peter replies, "Yeah, I will never be ready for those bear hugs. I just hope she isn't disappointed that I'm the web-head."

"Nah, I think she just see you as even cooler than before. She will probably be in awe when she sees those, web shooting things you had on your wrists." Yang replied.

"There called web-shooters, the one thing I didn't get was organic webbing so I had to make it myself." Peter explained.

Interrupting the two, Blake says, "You should probably wait till it's just us three to discuss more about Peter's nightly activities. Besides, I think I hear police sirens in the distance."

"Sorry, just curious. You know what they say." Yang joked.

"Curiosity killed the cat?" Peter guessed, getting a look from Blake. "Ok, I'm sorry Blake. It was just a guess."

"Let's just hurry it up." Blake replied.

The three continued to walk back to the nearest bullhead, ready to go back to Beacon. And in comedic timing, Peter's stomach growled, getting stares from the two girls.

"Still hungry, I'll just wait till I get back." Peter says.

Blake groans in slight annoyance, she then takes out her food handed it to Peter. "Eat this, and please don't make a mess."

"Thanks Bell." Peter said as he ate the salad.

Yang slightly chuckles at the exchange, she then then took out her food and ate it herself.

"Probably should have waited to microwave this." Yang said as she swallowed her first bite.

"Probably." Peter says with his mouth full.

"Peter…"

"Sorry, forgot my manners." Peter replied to Blake's frustration.

The three teens would just continue with this behavior until they got back to Beacon.

From there Peter, Yang, and Blake would act as if they had an ordinary day. As promised, Peter would tutor Ruby with the subject she had trouble with. And much to Weiss's surprise, again, he was successful in teaching her what she needed to know.

Grateful for the help, Ruby would hug him tightly again, which Peter tried his best not wince in pain, something Blake and Yang noticed very well by now. But they calmed down as Ruby let go and Peter ruffled her hair. He was able to act like nothing was wrong.

Pretty soon the day ended, and everyone except for Blake and Yang were asleep. The both of them would just stare at Peter, who was out like a night.

"Hey Blake, you still up?" Yang whispered to her partner.

"Yes." Blake simply replied.

"What are you thinking about?" Yang asked.

"I'm still worried. The fact he acts so casual about injuries like is so wrong." Blake whispered in response.

"Well, now that we know we can keep an eye out for him. If he needs help we will be there for him." Yang reassures. "Actually, now that I remember, we never asked him about his semblance, think it has something to do with his altered genetics?"

"Hm, quite possibly. But we can ask him another day when the opportunity arises. We should go to sleep before we wake up the others." Blake replied, pulling the covers of her blanket over herself. "Goodnight Yang."

"Night." Blake replied, immediately falling asleep.

Both girls fall asleep, under the impression no one heard their quite conversation.

The symbiote did.

"Hm, they are bound to find out of my existence eventually. Oh well, hope they don't break when they do." Venom chuckles internally. "Oh well, the time will come one day, best to stay hidden for now."

And thus, the symbiote went to sleep, resting from the damages it still has from the vibrations earlier. There was a high chance this "Adam" will seek to use this weakness more often in future encounters. The symbiote would have to find a way to negate said weakness, of course that would be easier said than done.

"I will be ready for next time. I have to."

/

A white van was driving deep into the forest, with only the driver and Adam sitting in the back.

He was exhausted, beaten badly from his encounter from Spider-Man. But most of all, he was pissed. When he stumbled upon Spider-Man's weakness, he expected it would be enough to render him weak. But no, it only prevented him from using whatever odd semblance the web-head was using.

Even without it, Spider-Man was able to keep up and hurt him. The only reason Spider-Man didn't take him out was a combination of the free strike Adam was able to deliver, which drew out a bit of blood, and the Atlesian Knights showing up.

"If those damn machines weren't there I could have killed him."

Adam would continue to have these thoughts until he reached the camp. And when he does, he is greeted by a gruesome sight.

The camp was destroyed, tents ripped to shreds, with a few tents on fire. But what stood out the most, were the bodies.

Everyone had been ripped apart, organs and blood scattered all over the place, the only thing missing were their heads.

Just like many others from across the land.

Adam clenched his fists in anger, someone dared attack the camp while he was gone. He thought the one responsible was either a coward or out to get him and the White Fang.

Before he could lash out, he got a call on his scroll, answering the call Adam says, "Yes?"

"I heard about some activity involving the bug and some of your men fighting in a factory, care to explain." A voice belonging from Cinder began.

"Hmph, I was merely trying to stay hidden while stealing the dust you oh so need from the authorities." Adam lied. "The insect merely caught us off guard so I was forced to fight."

"I can tell you are lying, give me one good reason why I shouldn't teach you a lesson." Cinder threatened.

"If you think you can kill some of my mean here at my camp then someone beat you to it. I just came back here to find everyone dead." Adam growled.

"Hmph, then you shouldn't have left your base unguarded. Are there anymore failures I should know about?" Cinder asked.

Adam then smirked, "Actually, I found something out about that traitor when I fought him. I found his weakness."

Adam knew this would please Cinder, but if anyone was going to kill Spider-Man it would be him.

"Go on. I'm listening."