"Alright!" Yang shouted to her team, no doubt annoying their neighbors in the process. "It's time for team PWBY to get out there and show the world what we're made of. The White Fang will never know what hit them." Yang had her head held high with a satisfied smile over her lips and hands resting comfortably on her hips. It was as if the definition of arrogant had taken on human form.

Yang spun around and pointed at her partner. "Blake!" She shouted, causing the girl in question to jump a little at her volume. "You're our leading expert on the White Fang. Being a former terrorist, psychopath, criminal, and extremist, you are our go-to girl when it comes to the White Fang."

"D-Don't say it like that! You're making me sound like a monster!" Blake whimpered.

"Weiss!" Yang shouted again causing the white-haired girl to jump. "You're our snobby, privileged, haughty, pretentious, rich girl with contacts across all of Remnant! Think you can pull some strings and get some information for us?"

Weiss took a deep breath and exhaled with a sigh. "Disregarding that obvious insult, yes, I know a few people who could bend the rules a little bit. But I will put purple hair dye in your shampoo if you ever say that again."

"Duly noted," Yang said, unphased. "Penny!" Yang shouted again, although the ginger girl didn't flinch in the slightest, in fact, her eyes looked straight ahead and showed no signs of moving. They almost looked like they were glowing.

"You're...uh…" Yang stuttered, trying to come up with something. "Um...w-what can you do again?"

Penny rocketed to her feet and saluted the blonde brawler. "Sir! I provide advanced combat techniques along with a vast array of weaponry. I have also been told by multiple male students that I am, quote, "adorable." I can use this advantage to weaken the defenses of the enemy before striking!"

"I like the way you think soldier!" Yang saluted back. "As for me, I know a guy in Vale who knows everything that goes on in the city. If anybody has information then it'll be him," Yang stated proudly. "OK! Team PWBY is all set. Let's kick some ass!"

"Yeah!" Everybody cheered at once.

"Yeah!" A fifth voice cheered from the window.

Four pairs of female eyes turned to the window to see a blonde monkey faunus hanging upside down from a tree. He had a wide goofy smile on his lips and an unbuttoned shirt that showed off his well-defined body.

"Sun!?" Blake yelled. "What the hell are you doing here? How did you even get up here?"

Sun waved his hand. "Psh, I do it all the time."

"You WHAT!?" Weiss shrieked.

"I climb trees all the time," Sun said nonchalantly. "So," Sun unwrapped his tail from the tree and flipped himself in the room. "Are we finally getting back at that Torchwick guy?"

"No," Blake denied. "Well...not yet. We're just gathering information right now. As a team."

"Sorry dude," Yang apologized. "We don't want to get friends involved if we can help it."

"Psh, that's dumb, you should always get friends involved. That's why I brought Neptune." Sun gestured to the window.

Four female heads poked out of the window to spot a blue-haired boy clinging to the side of the dorms for dear life. He showed remarkable self-control by not shaking in the slightest. It was actually quite impressive that he could remain balanced considering where he was standing.

"Sup," he greeted, voice not wavering.

"How did you get up there?" Yang asked.

Neptune adopted a cocky smirk. "I have my ways," he replied smugly. His smug smile vanished a second later and was replaced with fear. "Seriously though, can I come in? We're really high right now."

Neptune crawled his way into the room and began thanking the carpet and muttering something about how he'd never take solid ground for granted ever again. Everyone ignored him.

"We could always use the extra help," Penny said with that infectious smile of hers. "We can search a wider area that way. Having a few more capable fighters is always a good thing if we run into trouble."

Blake looked like she wanted to argue. "Well...yeah...but-"

"But nothing," Sun cut in. "I've been itching to get some payback after that night, and I'm pretty sure that your chances will be much better with help. I don't plan on staying out of this." Sun doubled down on his decision, leaving no room to argue.

Blake deflated. "Alright, fine. I couldn't stop you even if I wanted to. I guess having the extra help wouldn't be too bad."

Sun flashed her a toothy smile and a thumbs up. His positive attitude was infectious. "Alright!" He stood on Neptune to gain some extra height. "You can count on me!"

"Well, now that that's taken care of, we need to establish groups," Yang rubbed her chin. "Penny, you're our leader, any ideas?"

Penny closed her eyes for half a second before responding. "Yes, Blake and Sun should be paired up. If they encounter the White Fang then it'll be easier for them to sneak in considering they're both faunus. I'll go with Weiss and you can go with Neptune."

"Works for me," Yang stood up and stretched. "Alright. Let's do this."

Weiss held her palm up as if to say, 'Hold on a second.' "Um, actually Penny, why don't you go with Yang?"

Penny blurred in front of the white-haired Huntress. "Don't be silly friend Weiss, this is the perfect opportunity for us to have some much-needed 'girl time.' We can discuss girly things like makeup, cute boys, and fashion!" Penny picked up Weiss and slung her over her shoulder like a beach towel. "I can't wait to create memories with my beloved partner!"

Penny ignored Weiss' cries to let her down and bolted out of the door with the furious ice queen draped over her shoulder. Yang only wished she got a picture.

"Whelp, now that that's taken care of, Nep, you're with me," Yang said as she slung her arms around Neptune's shoulder.

"Wow, nicknames already. I like it!" Neptune threw his own arm around Yang's shoulder to mimic her. "So, where are we going?"

Yang snatched a set of keys off her bed. "We're going into Vale to get some information from a guy I know. He's the best chance we have at getting some information."

Neptune nodded along with Yang and walked out of the dorm while she was explaining.

Only Blake and Sun remained. The rest of the peanut gallery had fucked off to god knows where while the only two faunus members were left alone.

Blake was already beginning to feel the effects of an oncoming headache. Sun was still grinning like a doofus who found the situation mildly amusing.

"Whelp, no use standing around waiting for the terrorists to turn themselves in." Sun offered his arm to Blake as if he were offering to escort her through the school. "Shall we, M'lady?"

Blake dismissed his obvious attempt at humor, responding with a scoff and a gentle push to his arm. His nonchalant demeanor, however, indicated that he wasn't affected by the playful banter. "You'll have to keep pace," she remarked, a hint of challenge in her tone, "I won't be covering for any lag on your part."

Sun followed behind her. "Oh, ye of little faith."


As the day gently transitioned into evening, the soft, golden glow of the setting sun spread its delicate touch across the expansive kingdom, embracing every corner in a radiant blanket of warm and inviting orange hues. Ruby's gorgeous silver eyes could take in the gentle blanket of luminescence for hours.

She loved this kingdom. Despite the horrors that her eyes were forced to endure, this kingdom was still her only home, and she would protect it no matter what.

With a reluctant sigh, Ruby tore her gaze away from the splendor of her kingdom and made her way to the bed. There, awaiting her with a captivating allure, lay her spider suit. The vibrant hues of red and blue seamlessly harmonized with the intricate gray webbing pattern, while the bug-like eyes exuded an oddly captivating charm.

Her advanced web shooters wrapped snugly around her wrist, ready to be deployed in a second. She felt safer with the cool metal around her wrist.

The small digital clock on her nightstand read 7:02 PM. Meaning she had about an hour left until Spider-Woman would crash the White Fang recruitment rally. And – if she was lucky – she would find and capture Roman Torchwick for good.

But, she knew that her typical Rose luck liked to kick in at the most inopportune moments. Something was likely to go wrong at the worst possible time. So, just in case, she had something extra up her sleeve.

Compressed inside her web shooter were multiple tiny spider-like devices that would stick to whatever she shot it at and would emit a constant radio signal that was easy to pick up with her Spider-Sense.

These 'Spider Tracers' would be useful for tracking down the man later in case something went horribly wrong.

Ruby slipped into her spider suit and threw her casual clothes over it. It got quite hot sometimes but it was something that she just had to live with.

Ruby skipped down the steps into the living room where her father was sitting, watching some mind-numbing sitcom on the television. Zwei was curled up in his lap looking as adorable as ever.

Ruby headed for the door before her father called out to her. "Ruby? Going out this late?"

Oh crap, I need an excuse.

"Y-Yeah. I... There's something I need to do. I forgot about it earlier, sorry!"

Her father was about as convinced as she was. So, not at all. Even Zwei narrowed his eyes at the silver-eyed Huntress. "Now? Can't it wait until morning? Tomorrow is Sunday so you don't have school, you should be able to get it done early."

"Uhh...y-yeah. I o-ordered a few custom parts for something I'm working on and I forgot to pick them up. Chrome closes up shop at eight and she's closed tomorrow. I just gotta go pick them up so I have something to work on tomorrow."

She was lying through her teeth of course. It would be an easy lie to keep up though. As long as her father didn't see her return with nothing then she could get away with it. She had a lot of custom parts in her room that she had plans for, so she could just pretend those were the parts.

"Oh, okay then," her father accepted. "Just be careful, alright?"

Phew. Crisis perfectly parried. Deflected with a shield of lies. Bounced off of my dishonest body. Reflected with the mirror of deception. Blocked with the- okay this joke has officially run its course.

Ruby made for the door before a thought occurred to her. "Oh, I'll probably stop for something to eat so I won't be back for a little while." Perfect, that should buy me a little more time.

She didn't risk waiting for a response, she instead hauled ass away from her log cabin home and into the big city. The night lights were steadily coming on while the night owls got busy.

"Time for action."


Ruby knew that going to a White Fang rally dressed as Spider-Woman would be the quickest way to ruin her plans. She also knew that there were many faunus that didn't have obvious faunus-like features. There was even one at Signal. A frog faunus that had a really long tongue. Though you could never tell just by looking at him, he hid it really well.

She didn't think that it would be a very good idea for them to check everyone to make sure they were faunus. Some faunus parts were very private after all. She also wasn't about to strip down to nothing so she could prove it. Mostly because exposing herself to some stranger wasn't the most appealing idea, and partly because they wouldn't find any faunus parts anyway.

Really, the most faunus-like parts she had were the barbs that were spread across her entire body that allowed her to stick to anything. There were also the spinnerets mutated into her wrist to consider, but no one could see those anyway.

Of course, pretending she's a spider faunus would be so incredibly easy. Just shoot a web and BAM! But, using the exact same hand position that Spider-Woman uses to fire a web would be an easy way to get caught. Not to mention the fact that spider faunus were already incredibly rare. Spider faunus that could shoot webs were the rarest variant of spider faunus too. It just wasn't worth the risk.

She could stick to a wall and pretend that she was some type of lizard faunus. But that brought up the same problem, faunus that could stick to walls were pretty rare.

She would just have to walk in as a human and hope that no one asked any questions. She saw multiple boxes full of masks yesterday when she was scouting the area, so she would no doubt be given one to hide her face.

There was also the problem of her Uncle Qrow. She told him to be in the area today so she could have some backup in case things went wrong but she just hoped that he didn't spot her. Her Spider-Sense would tell her if he was approaching anyway so that wasn't the most pressing issue.

She approached her destination with her eyes glued to the filthy concrete sidewalk. She wanted to draw as little attention to her as possible. She decided to forgo her usual colorful outfit and beautiful cloak in favor of a simple pair of dark sweatpants with a plain black shirt.

She chose her outfit based on the fact that they were old and torn with oil and dirt splotches dotting the fabric. These were clothes that she wore when she intended to work on Crescent Rose or some other mechanical device for a few hours. Basically, they were clothes that were intended to get dirty.

She didn't want to stand out too much at the rally. It would most likely be full of faunus that had no other choice or felt like they had no other choice. They wouldn't be wearing the nicest clothes either.

Her clothes had no holes in them though, which was a relief, otherwise, someone could've spotted her spider suit underneath. Her shoes were also filthy. They were slightly torn with faded color and laces that were falling apart.

She looked like a homeless person. Perfect!

Ruby made sure to silence her scroll on the way to the warehouse but set it to vibrate just in case.

"Ok Ruby, you got this. Don't draw attention to yourself and don't speak to anybody. All my training to master social ineptitude will finally pay off!"

Ruby paused when she was about to round her final corner. She checked her clothes and her web-shooters one last time before pulling her sleeves down to cover to cool metal that was covering her wrist.

With one final breath, Ruby turned the corner and the warehouse came into view. She could already see two faunus looking nervous before making their way inside. Ruby walked along the brick wall and tried her best to look sad and depressed.

Acting while Spider-Woman is so easy. Why is it so hard as Ruby Rose!?

Ruby crossed the street while still looking at the ground and darted her eyes around the area to appear more nervous. She poked her head around the wall to see a guard with a mask covering his face, he didn't seem to notice her.

Whelp, best get started.

Ruby took her final step out in the open, the guard took notice of her immediately. Her Spider-Sense buzzed softly in her head. Ruby tried her best to look nervous, which wasn't very hard considering that she was nervous.

Ruby approached the man slowly with her eyes still glued to the ground. "Um...E-Excuse me," Ruby stuttered. "I-Is this...um...I'm here for the White Fang."

Ruby slowly looked up to meet the man's eyes. Well, actually his mask. He nodded and took a step to the side which granted her access to the warehouse. "Make a right and continue until you see the guard, he'll give you further instructions. We're starting soon."

Ruby nodded and shuffled into the warehouse. Following the guard's instructions, she took a right and walked down the corridor. There were many wooden boxes placed along the wall. What was in them was anybody's guess.

The floors were remarkably clean though. At least they wanted to make this place welcoming for new recruits.

Ruby found her way to the end of the corridor where another man in a mask waited for her. He reached into a box and pulled out a White Fang mask before handing it to her. It was lighter than she expected. Obviously made out of plastic with a coating of paint to make it appear silver.

She placed the mask over her face and was immediately annoyed at how hard it was to see. The four thin slits for eyes did little to let any light in and the sharp plastic dug into her skin uncomfortably. It was like those crappy Halloween costumes that tried their best to look scary without making it comfortable to wear.

"New recruits keep to the right," he said to her. Ruby strode past him without a word and made her way to the group of faunus gathered to the right of the room. The left of the room was filled with faunus already in uniform. They were obviously already members.

The room was quite large. Her Spider-Sense picked up the presence of multiple armed guards stationed at various spots around the room. A few were on the catwalks while others were guarding the stage. There were also a few guarding her only exit.

Well, she could just jump out the window or smash through a wall if she needed to.

What caught her eye immediately was the giant tarp on the stage with the White Fang insignia emblazoned on the front. Her Spider-Sense buzzed particularly loud at that thing.

The members were making idle banter while the new recruits – including herself – were just standing by nervously, waiting for something to happen.

She waited for the better part of two minutes before her Spider-Sense buzzed behind her. It wasn't the buzz of immediate danger, but rather the buzz of something to be careful of.

She turned her head slowly before snapping it back into place as a cold sweat made its way onto her face.

Oh no...no no no nononononono!

This is the worst possible thing that could've happened.

Her entire body went stiff as a board as she tried to wrack her brain for a solution. All of her options were immediately thrown out the window, she couldn't do anything about it for fear of ruining her plan.

She just had to wait and pray.

Blake Belladonna and Sun Wukong strode into the warehouse in White Fang masks. Ruby made her way deeper into the crowd to avoid being seen by them. Sun wouldn't recognize her but she wasn't about to take her chances with Blake.

She wasn't sure what they were doing here but she could make an educated guess. They were most likely here to put a stop to what was about to go down. That wouldn't normally be a problem, but right now was the worst time for them to interfere.

If they intended to stand around and do nothing then that would be just fine with her. The hum of her Spider-Sense did nothing to ease her concerns. She cut off her Spider-Sense for a moment to give herself silence so she could think.

Ok, I can't exactly go up to them and ask them to leave and I can't just change into Spider-Woman right now. My only option is to wait, I literally can't do anything else for the risk of ruining this.

You better not mess this up for me, Blake.

Ruby activated her Spider-Sense once more and calmed her nerves. She rubbed her silver eyes beneath her uncomfortable mask and steeled herself as the main show was about to begin.

The faunus in the warehouse quickly grew agitated as time passed. Each one growing more and more unsure of themselves. The exception being the ones who were already members of the White Fang. After a few more minutes – when Ruby thought that people would start leaving, a figure easily over six feet tall with large bulging muscles took the stage. He wore a mask different from the ones she had gotten used to. It covered his entire face rather than just his eyes and it was white with bits of red thrown in. His rank must be different than the rest of the faunus.

"Thank you all for coming," he spoke. His voice wasn't as deep as she was expecting it to be for someone of his size. "For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours."

His speech was shorter than she was expecting it to be but she appreciated him getting right to the point.

Then. A figure that wore a red-lined white suit with long black pants and black shoes strode out confidently onto the stage with his signature cane twirling between his fingers.

Ruby felt her Spider-Sense flare up at the sight of the rouge huntsman. It was almost like her Spider-Sense itself was itching for a rematch. Ruby held back however, and twisted her wrists subtly to unfold her web shooters in case something went wrong.

"I can assure you," the faunus spoke up again, "he is the key to obtaining what we have fought for for so long.

She desperately wanted to smack that cocky smirk straight off his face and drill his body into the concrete. He was mocking her just by being a free man. She felt her venom fizzle in her bones but pushed it down.

"Thank you! Thank you!" Roman Torchwick hailed as he waved to the audience. "Yes, it is I, Roman Torchwick. Please contain your orgasms."

Her neural-activated web shooters would only work if she had her mask on because the neural transmitter was located inside of it. She wasn't wearing her mask so she had to subtly twist her web-shooters a small amount to load her desired ammo.

After fiddling with her invention for a few seconds, the familiar click reached her ears as the cartridge slid into place. She felt her Spider-Sense react to them.

Her brand new spider tracers.

She contemplated a few ways of firing them before realizing she had the perfect invention right on her wrist. The tracers were super small, just barely larger than her thumbnail. She really wanted to make them red and blue to match her costume but decided that they would stand out too much. She wasn't willing to take a risk like that. She made them flat black instead for stealth.

This is just in case I lose him today. I need a way of tracking him down later if this goes wrong.

"What's a human doing here?!" Someone bitterly yelled from the audience.

"I'm glad you asked Deery," Roman gave the heckler an insulting and racist nickname. "Now, I'll be the first to admit. Humans are the worst! Case in point," he said while tilting his bowler cap. "So I understand why you would like to see us all locked away, or better yet, killed! But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy. The ones in control, the people pulling the strings, the dirty rotten humans that run our kingdoms."

He may be a criminal but I have to admit, he knows how to give a speech. I can see why these desperate faunus with nothing left to lose would listen to him.

Roman continued. "Government, military, even the schools. They're all to blame for your lot in life." The crowd full of faunus started to cheer for the human who stood above them all. "And now, there's a new player in this rigged game. A player with cheat codes who is not afraid to exploit them. Spider-Woman!"

Ruby's fists clenched tightly and her arms trembled with rage. Her eyes sparkled with venom as the faunus applauded the criminal.

"Spider-Woman has everything she needs to get what you have been yearning for since the great war, instead, she wastes her time-saving human scum that treats you less than gum under their shoes," Roman spat. Ruby knew that the anger in his words was only due to his hatred for her rather than sympathy for the faunus.

"All of them are pests that need to be dealt with. Fortunately, I'm the best exterminator around. No offense to any rodents in the room."

Ruby felt her Spider-Sense pick up slightly when Roman raised a hand and snapped his fingers. The tarp on stage was pulled away to reveal a hulking behemoth of a machine. Ruby broke into a cold sweat at what she was laying eyes on. It was clearly Atlas tech, no one apart from them could make something like this. It was at least 35 feet tall with massive bulky arms that had weapons covering every square inch of it. Those powerful mechanical legs looked strong enough to crush a goliath with little resistance. Powerful dust cannons were primed and ready to fire at a moment's notice.

Her Spider-Sense strummed in her skull at the massive machine. Though she didn't need it to, she knew that thing was dangerous just by looking at it.

"As some of you might've heard, this right here," Roman rapped his knuckles against the leg of the machine, "is Atlas' newest line of defense against all the scary things in the world, and thanks to my employer, we managed to snag a few before they hit the shelves."

A few!? They have more than one of these things!?

"Now, many of your brothers have already moved to our new operation in the southeast. If you'd rather stay within the city that's fine. But if you're truly ready to fight for what you believe in...this is that arsenal I can provide you. Any questions?"

Ruby wasn't listening anymore. Not that she could with the roaring applause of the crowd. She double-checked her web shooter's ammo before preparing to fire her tracer at the criminal. The faunus in the crowd were pumping their fists into the air, her action would blend in just fine.

Using her enhanced vision, Ruby scanned Roman's body for the perfect spot to attach her tracer. His black dress shoes looked to be the perfect color.

Raising her arm to blend in with the crowd, Ruby took careful aim with her left arm while ready to fire the tracer with her right. Once she had a clear shot, her finger clicked an almost invisible button on the side of the web shooter. A small amount of compressed air blasted from the tip of her wrist-mounted device and launched the tiny mechanical spider straight forward.

The spider barely missed a couple of raised arms before digging its sharp legs into the back of Roman's shoe. The spider immediately flattened itself against the leather to conceal itself.

Not a single person noticed.

Perfect.

The faunus surrounding her began to move over to one corner of the room to sign up to join the White Fang. Ruby made to slip away before her Spider-Sense buzzed faintly in her skull. Tensing her muscles, she turned back to Torchwick, afraid of what he was going to do. Torchwick bit straight through his cigar and advanced toward the crowd. A quick glance to her left revealed Blake and Sun looking particularly anxious. It didn't take a genius to figure out what was about to go down.

Before she could do anything, Blake raised the barrel of her weapon and fired a single bullet into the circuit breaker. Sparks danced in all directions before the entire warehouse was plunged into darkness.

Her night vision immediately kicked in to grant her sight in the pitch-black room. Torchwick was likely the only one affected by the blackout.

Time to suit up!

Ruby made to dash out of the warehouse before the familiar mechanical whir started to rise in pitch. Gears clicked into place and servos started to spin. Her Spider-Sense was deafening with her entire spine vibrating.

Ruby spun around to see Blake and Sun jump out a window, away from the chaos.

Then a giant Atlesian paladin rendered the concrete wall to dust with ease and gave chase to the fleeing faunus.

Ruby didn't have time to think, she needed to act now. Ruby exited the warehouse through the massive breach in the wall and dashed behind the quickest cover she could find. She crushed her White Fang mask in her grip and started tearing off her clothes. Slipping her gloves over her fingers and pulling her mask below her eyes in record time, Spider-Woman ejected a web line and pulled with all her might.

She soared high into the skies to get a good view of her surroundings. She didn't need her Spider-Sense to notice the giant robot running through the city causing mayhem.

Venom burst forth from Spider-Woman's legs and gave her a significant brief boost to her speed as she began her chase.

Dammit dammit dammit! He's gonna kill someone if I can't stop him! Why the hell did they lead him into the city!?

There was no grace to her movements, no fancy flips and spins, no swinging as high as she could before releasing her web, no scanning her surroundings. She was very liberal with the use of her webbing, ejecting web lines at buildings and pulling herself along with all her might rather than letting gravity do the work. She couldn't afford to waste time.

Webbing flew from her wrists in abundance, more webbing than she had ever used before outside of training. It was a wonder her web-shooters didn't clog.

Spider-Woman kicked off a wall to gain some extra height, leaving a crack in the bricks in the process. She was gaining ground on the paladin. Another boost from her venom gave her even more speed. Spider-Sense roared in her skull as time seemed to slow for the young spider. Her eyes found a car in the street with a family inside looking panicked.

And a gargantuan paladin foot coming dangerously close to rendering them into a fine red paste. Shooting two web lines on the asphalt, Spider-Woman pulled herself down and landed with a loud crack, shattering the asphalt on impact. Two more web lines found purchase on the front bumper of the car.

Anchoring herself to the ground with her adhesive feet, Spider-Woman spun around and gave both web lines a mighty tug. The car lurched forward half a second before the mech would've crushed the vehicle like an aluminum can.

With the family safe from harm, Spider-Woman took to the skies again and resumed her chase.

Where the hell are Blake and Sun going!? Why the hell are they running through the city with a mech chasing them!? How can they be this stupid?!

The sound of flapping wings pulled her from her thoughts in time for her to see a single crow flying alongside her before it burst into feathers and transformed into her uncle. Landing on a rooftop, Qrow joined her in her chase.

"Is this what you meant when you said be prepared for a fight!?" Qrow yelled to her as he pumped his arms with all his might. Leaping great distances to jump the gap between buildings.

"It wasn't me!" She yelled back. "Two Beacon students were there and had the same idea as me! They screwed everything up! Torchwick is in that paladin now!"

"Dammit!" Qrow cursed. "Where are they now!?"

"Up ahead! Torchwick is chasing them now!"

Qrow looked stupefied. "Why the hell are they running through a populated district of Vale with a massive paladin with enough firepower to level a city block chasing them!?"

"They're idiots, that's why!" Spider-Woman said as she yanked on a web to pull a man away from the giant paladin before he was crushed. "We need to bring down the paladin before someone gets hurt! Or get Torchwick out of it! Actually, we should get it away from everybody first so I can fight without having to worry about people getting hurt!"

"Torchwick is chasing those students though! He doesn't even know we're here and they obviously don't have a plan to take him down! Dammit!" Qrow swore, blood rushing through his legs with every step.

Spider-Woman unfolded her web wings and pulsed a significant amount of venom through her body to build up her speed. Blue arcs of electricity trailed off her legs and dispersed in the air.

Spider-Sense buzzed in her skull as Torchwick swept his massive mechanical hand to the side to toss a car in the air. She could see the terrified face of a teenage girl in the driver's seat.

"I got it!" She yelled to Qrow. "Don't stop!"

Spider-Woman web-zipped to the edge of a building and aimed her wrists at the space between two buildings. She unleashed a torrent of webbing to create a thick net to catch the plummeting automobile.

Her webbing held strong as the car impacted her sticky net. The webbing flexed and wobbled a few times before coming to a stop. Spider-Woman landed next to the driver's seat and gently opened the door. Luckily, Torchwick had slapped the passenger side, which was empty. The passenger side of the car had been crushed like tin foil.

"Come on, I got you," Spider-Woman said as she undid the girl's seat belt and pulled her out of the car. She looked a little out of it. Might have a small concussion.

She gently dropped to the ground and set the girl on the sidewalk. "I'm sorry, I need to catch that guy. You can call an ambulance right?"

The girl's eyes looked glazed over. "Um...y-yeah. I...I can handle that much at least."

Spider-Woman tore through the skies once more. Webbing flew recklessly from her wrists, trying desperately to gain speed with the help of her venom.

Massive cracks in the asphalt led her to where the paladin was headed so at least there was no way she was going to get lost. There were no bodies left in its path so that was a plus.

Once she got close enough, she noticed Qrow on the neck of the paladin, trying to shove his weapon in between the metal plating to sever the wires keeping the paladin functional. Atlas was well known for their high quality and effective technology first and foremost, them being the most advanced kingdom in terms of technology by far. Even if this was a prototype, there was no way it was going to go down that easily.

Her Spider-Sense buzzed in time to notice the mechanized arm whip around to descend on her uncle. A web line latched on his back and yanked him back just in time to save his aura. Qrow landed in a roll and resumed his chase immediately.

"That armor isn't as tough as it looks! I was able to penetrate it a bit!" Qrow helpfully informed.

That was good news at least. It would make taking it down easier if just a little bit.

Spider-Woman took note of a black and yellow figure up ahead which had to be Blake and Sun. The two figures kicked off a building and landed on an overpass leading to the highway.

Wait...THE HIGHWAY?!

Oh shit!

Kicking her abilities into overdrive, Spider-Woman launched herself high above the buildings and landed in a roll on the overpass. Qrow landed right besides her and bolted ahead to the rampaging mech.

There were no buildings to swing off of so Spider-Woman had to resort to running along with Qrow. Good thing she was quite fast on her feet.

Spider-Woman prepared to run after Qrow but had to brace herself to catch a car that had been thrown her way. Her knees cracked the asphalt as she knelt down to gently release the car. The vehicle took off as soon as it hit the ground.

Spider-Woman felt blood rush through her legs as she poured as much power as she could into them. The asphalt exploded behind her as she took off like a human missile.

She caught up to Qrow in record time. "What the hell are they doing!?" She roared. She couldn't hear Qrow's response if he gave one. She bolted to the side and released two web lines at two cars that had been launched off the highway. She felt her arms strain as the cars plummeted to the ground. Her strength proved superior as she was able to support the weight of the two cars long enough to anchor them to the asphalt with lots of webbing.

She turned around in time to see Qrow swing Harbinger around to slice the driver's side door off a car that looked about ready to explode. He slashed the seat belt off the driver before Spider-Woman attached a web to his torso and pulled him into her arms just before the car detonated in a fiery explosion.

"Run!" She commanded as she pushed the man lightly away.

Qrow looked about ready to run ahead of her before his eyes widened in horror and his knuckles turning white with how hard he was gripping Harbinger. Spider-Woman followed his gaze and felt her blood freeze in her veins as she saw the destruction ahead of her.

Chunks of the highway were completely gone, cars were upturned and in some cases totaled. Fires spread everywhere and bleeding citizens scrambled to get to safety. Blake and Sun were a little ways ahead and were actively riding ON TOP OF MOVING VEHICLES OPERATED BY INNOCENT CIVILIANS WHILE BEING CHASED BY A GIANT MECHA DEATH ROBOT!

One thing was for absolute certain. If Spider-Woman didn't move right now then people were going to die. She could kill Blake and Sun later.

Venom exploded in every direction as Spider-Woman blurred ahead at record speeds. She tore the door off a car to free a trapped driver and yanked on a web line attached to the back bumper of a car that almost fell off the overpass.

She leaped in the air and spun a thick net of webbing between two support beams to catch three cars that had almost been crushed under their own weight.

She briefly caught sight of a familiar black and yellow motorcycle swerving through traffic, completely ignoring civilians who needed help.

Spider-Woman swore under her breath and jumped down to the destroyed highway right next to Qrow pulling a teetering car back onto the highway, she helped him with a quick pull. The car sped off in the opposite direction.

"I just saw my niece speed through here," Qrow growled. "It was almost like she didn't care about all the people in danger."

"We can't deal with Torchwick when innocents need our help. But they're responsible for leading him here in the first place!"

Qrow pushed past her. "I'll deal with them later. Right now we need to clean up their mess." Qrow transformed into a crow and flew ahead.

Spider-Woman shot in the direction her Spider-Sense was pushing her toward and caught a car with a web before it could crash into scrap metal with a family still inside. They would be safe for now.

"Woah!" Spider-Woman wobbled when the asphalt beneath her feet began to sway and shift. Massive splits formed in the road and began to split apart, separating large sections of the highway.

Webbing pored out of her wrists and filled the cracks, desperately trying to keep the highway in one piece for a little longer.

She poured venom throughout her entire body and heightened her Spider-Sense before she tore through the air and ran as fast as she could. Time seemed to slow down for the vigilante. Webbing flew in every direction, latching onto whatever needed it. She anchored a car to the ground that was about to fall off, spun a net to catch another, tore the door off a car that was stuck to free the driver, pulled a woman away from a car right before it exploded, and used some ice dust infused webbing to put out a fire.

She didn't know where Qrow was, she could only assume that he had gone ahead to help others.

Spider-Woman prepared to jump forward before her Spider-Sense roared in her skull harder than it ever had before. The only noise she could hear was the pounding of her heartbeat in her ears. Every instinct in her body was screaming at her to jump forward and hit the deck.

She obliged.

This action might've just saved her life as a massive beam of green energy absolutely sheared through several feet of solid asphalt right where she was standing. The beam didn't stop there, cutting several chunks of the highway clean off before they fell and crashed into the ground below.

The heat of the beam was so intense that she was able to see the asphalt glow red hot from the energy of the blast. If the impact didn't kill her then she would've melted right after.

What was that?! Spider-Woman screamed in her own head. She pushed herself up to see where the green beam was coming from. It was a miracle that it didn't hit anybody else. Tracing the beam back to its source, she used her enhanced vision to see a cheerful girl with bright orange hair and bright green eyes.

Penny?!

Where the hell did Penny get that kind of firepower? And more importantly, why did she use it on a busy highway?!

The highway started rumbling again, it was enough to cause her to lose her balance for a moment. She had to stick her feet to the asphalt to remain upright.

Her Spider-Sense pushed her attention to one of the suspension cables that had caught the brunt of Penny's laser attack. It was blackened and smoking. The groan that came from it and the loud sound of hundreds of snapping wires forced her to take action.

She let loose a web line at the cable just before the last of the wires snapped. The massive cable tore through the street with the lone spider desperately trying to slow it down. Her heels shredded the asphalt to bits, unable to find purchase.

"NO!" Spider-Woman yelled as she approached a woman with a broken leg trying to crawl away. She pulled with all her might trying to slow the cable down. The woman would die if she couldn't stop it. Luckily, Qrow grabbed a hold of the woman right as the cable whipped past the spot where she once occupied, saving her life in the process.

The cable whipped to the side, sending Spider-Woman flying through the air at super speeds. A web found purchase on one of the beams before she could get far enough away.

While she was in the air, she noticed a white-haired figure that she quickly recognized as Weiss slam her rapier into the ground, sending small cracks around the point of impact.

To make matters ten times worse, she activated the ice dust in her weapon which caused a thick sheet of ice to spread out onto the entire highway. Sending cars skidding out of control and crashing into each other.

The only positive to that action was the fact that the mech that almost plowed through her was also sent skidding along the ice and slammed through a barrier before it came crashing down to the ground.

This was the worst possible scenario. Innocents were screaming for help, with many of them injured, vehicles were smoking or exploding, the highway was in shambles, massive chunks hanging on by threads that somehow were still able to support it, and ice on the road was making it impossible for drivers to get to safety.

Ruby Rose always wanted to be a hero. She would read stories where a normal person would be gifted with abilities beyond their comprehension and choose to use those abilities for the benefit of others. Ever since she was a little girl, she always knew that saving people was the coolest thing anyone could do. She wanted to live out her own comic book storyline. She wanted to be the hero that she always admired.

Swinging high above the chaos and seeing pure terror on everyone's faces as they made peace with their lives, Spider-Woman...no...Ruby Rose knew that real life was not like a comic book.

Because in a comic book, the hero would always win.

And… Ruby didn't know if she could win this time.

But, she knew one thing for sure.

That day on the roof of the Oscorp building, when she figured out that she would be killed if anyone found out she had powers. She made a promise, not just to herself, but to the city, to everyone who loved her, and to everyone she loved.

She made a promise to her mother.

"Whatever life holds in store for you, you must never forget these words. With great power, there must also come great responsibility."

I swear. I swear on my honor as a Rose, I will become a hero...no. I will become the greatest hero in history.

I will become the greatest hero this world has ever seen!

I SWEAR IT!

Ruby Rose knew one thing for sure.

This is her power, her responsibility.

"I...AM...SPIDER-WOMAN!"

Spider-Woman detonated in a beautiful flash of blue neon electricity and rocketed toward the highway. She swung below and tethered a car to the street above before it could crash into the hard ground below.

Shooting two web lines above her, Spider-Woman slingshot herself high above the destroyed highway. She took note of a group of civilians trapped on a piece of asphalt with their path blocked by a roaring fire. Extremely luckily, however, there was a water truck right next to the flames.

Landing in a roll, Spider-Woman shot two web lines at the nozzle on the back of the truck and pulled with all her might. The nozzle was ripped clean off and fresh water spilled on the roaring flames.

"Go! Go! Go!" Spider-Woman ushered the civilians to safety. She could see Qrow nearby helping some others, at least he didn't abandon her.

Spider-Sense buzzing down her spine, Spider-Woman released multiple balls of webbing in time to catch a bus that had come dangerously close to sliding off the highway. She latched one web line to the front bumper and the windshield of the bus and pulled tightly to bring the door of the bus just high enough to allow the civilians to escape.

Screaming civilians ran out the door and bolted for safety. None of them looked injured apart from some light scratches.

To her credit, her webs held without issue. It was the loose rubble she had anchored her webs to that failed to hold. Small chunks of rubble split apart from the highway and caused the bus to slip and fall before every civilian could escape.

Spider-Woman dug her feet into the ground as the bus fell. Her web line went taut as she bore the full weight of the bus in her arms. "Ungh!" She grunted in exertion as the bus threatened to dislocate her shoulders.

She began to pull the bus up with all her might before the already damaged windshield finally gave way and shattered into thousands of pieces. Only one web line was keeping the bus in place and she could already feel the bumper coming undone.

"NO!" Spider-Woman screamed before kicking herself downward and launching herself through the windshield. She grabbed the man and blasted through the back glass with her body to protect him. She landed with a grunt and hopped away before the bus could crush her.

"Run!" She let the man go and leaped back up to the chaos.

Jumping high in the sky, her Spider-Sense directed her to a chunk of the destroyed road swing side to side with civilians still standing on it.

Webbing gushed out of her wrists. Globs of spider silk latched onto the swinging structure and anchored onto anything that would keep it still. It wasn't perfect but it would do for now.

She let loose a web line toward a flatbed trailer that had been separated from its truck and pulled it closer to the edge of the suspended asphalt. It would hopefully be enough.

Spider-Woman dropped in the space between the dangling chunk of asphalt and the rest of the highway and released multiple web lines on either side of her.

With all the upper body strength she could muster, Spider-Woman pulled on both handfuls of webbing and desperately tried to bring the dangling chunk of asphalt closer to the rest of the highway. It was easily the most weight she had ever tried to move.

The groaning of the suspension cables sent chills into her Spider-Sense while the terrified looks of the innocents only forced her to pull even harder.

The weight was unbearable, she could hear her costume tearing from her bulging muscles. The slab of asphalt was getting closer though, she was making progress.

"Just…a little…closer…!" She growled. "Come...ON…!" The snapping of the suspension cables was getting louder.

Once she had brought the suspended asphalt close enough, the trapped civilians ran along the flatbed trailer and leaped the short distance to safety.

Spider-Sense roared in her skull. She spun around to see Roman Torchwick rocket his large mechanical fist into Yang's body, completely shattering one of the support beams keeping the highway off the ground. Yang would be fine thanks to her aura and Semblance.

The highway though.

Massive fissures split along the asphalt, sending rubble crashing to the ground and causing escaping civilians to slip. One of the civilians running along the flatbed was caught in the shaking and slipped before she could make it to safety.

"No!" Spider-Woman spun herself around and slingshot herself toward the woman. She wrapped her arms around her and ejected a web back toward the highway. The loss of one of its critical support beams caused the highway to sag a lot.

The sagging caused multiple empty cars to roll off, plummeting straight toward Spider-Woman.

"Dammit!"

Pushing her Spider-Sense harder, Spider-Woman kicked off the asphalt and pulled on a web to gain some height. She jumped off multiple cars that threatened to crush her and ducked underneath one. Pushing herself to the side, she ran along the side of a truck that she just narrowly dodged before leaping off the back and landing safely at the top.

The woman was visibly shaken. "Spider-Woman...thank you," she said, looking like she was about to cry.

"I got you," she replied reassuringly as the woman ran for safety.

The cracks in the road got larger and larger until the weight simply became too much to bear. With one last split in the asphalt, the large section of the highway finally gave way, sending everything to the ground.

She might've been able to stop it with her webbing if she used enough of it. But it would be much easier to repair the highway by simply starting fresh than trying to salvage what was left.

Spider-Woman leaped off the collapsing section and watched it shatter into thousands of pieces upon impact with the hard ground. Cars were crushed like aluminum cans, asphalt turned to powder, and a thick cloud of dust wafted in the air. She turned around to take in all the destruction. It would take a long time to repair all this. The road was in absolute shambles, cars were destroyed, and many people were injured.

Her Spider-Sense had calmed down significantly, the worst of the danger was behind her. But there were still people that needed help. Not to mention the cars that she had left dangling by her webs that still had people inside of them.

She heard the sounds of police and ambulance sirens approaching. Normally she would just leave and let them do their jobs, but she couldn't leave when people still needed her help. She would deal with them if she needed to.

The faint buzzing of her Spider-Sense pushed her gaze in the direction of a fleeing bullhead. She felt rage bubble up in her stomach when she saw Roman Torchwick sitting comfortably inside. She let the rage go a second later. Getting angry wouldn't solve anything. Also, she could still feel the signal of the spider tracer she had planted on the man. She would track him down in time.

"Damn," Qrow said as he approached her. "He's a slippery fucker ain't he?"

Spider-Woman shrugged. "I wouldn't say that, I just have bad luck when it comes to him. I'm beginning to think my Semblance is just a bad luck charm."

Qrow pulled out his flask and took a long sip. "Trust me, if your Semblance brings you bad luck then you will figure it out pretty quickly." Qrow pocketed his flask and let out a groaning sigh. "Where did those kids go?"

"They should still be down there," Spider-Woman said, pointing below the highway. "That's where they were fighting Torchwick."

Qrow nodded and made his way to the edge of the highway. Spider-Woman allowed herself a moment of respite. Taking a few deep breaths and calming her rapidly beating heart. She relaxed her tensed muscles and massaged her face to rid it of it's tension.

This job was stressful.

Spider-Woman went in the opposite direction and began to help out where she could. Grabbing onto one of her previously spun webs, she adhered her feet to the ground and began to pull up one of the suspended cars.

She was very thankful for her super strength at the moment, she would never be able to do this otherwise. The police and ambulances had arrived at some point as well.

Once the car was close enough, she gripped onto the back bumper and gently pulled the car back onto the road. The car showed remarkably little damage, apart from cracked glass and a destroyed door.

The driver's side door opened and a pale middle-aged man stumbled out. He was clutching his head like he was injured. Spider-Woman lead him to the paramedics to be checked out.

She proceeded to the rest of the suspended cars and began to pull them back up. Some of them had passengers inside while others were empty. Though she made sure to pull up the ones with passengers first. Of course, the instant the police had seen her being a good citizen and helping people in need, they obviously deduced that she was the biggest threat at the current moment and pointed their guns at her.

They all wisely lowered those guns when she grabbed one of their weapons and crushed it like cheap aluminum around her powerful fingers. They seemed to avoid her after that.

Once Spider-Woman had finished pulling vehicles back up, she began to flip cars back onto their tires so they would be easier to tow away. Surprisingly, there were no Hunters that showed up to help out. Though, it was pretty late, most of them were probably sleeping right now.

There were news vans and helicopters around as well. Spider-Woman noticed a few choppers during the chaos but ignored them in favor of saving lives. This would be the talk of Vale within the hour. Qrow returned a few minutes later with his scroll pressed against his ear. She would've been able to hear his conversation if she focused enough but decided it wasn't any of her business.

Spider-Woman walked up to a family of three, the mother was trying to treat a small bleeding wound on her crying child's arm. The wound was minuscule in comparison to the others but this was just a child. The paramedics were wisely dealing with those with broken bones or concussions rather than a small cut. She didn't have a lot of medical knowledge but she knew that it was best to cover a bleeding wound so it didn't get infected. Especially with all the dust in the air.

The father noticed her approaching first but did nothing to impede her progress. The mother only noticed her once she knelt down to help the crying child.

"Hello there," Spider-Woman spoke gently, trying her very best to mimic the loving motherly tone that her own mother always used when talking to her. If she sounded even a fraction like her own mother then she must've sounded motherly indeed.

"Can you tell me your name?" She asked softly.

The young girl wiped a tear from her cheek before responding "M...Marissa," she choked out.

"Marissa. What a beautiful name for a beautiful girl." She managed to make the child smile a small bit at that comment. "Can I take a look at your arm Marissa? I promise I'll be gentle."

The girl obliged and presented her bleeding arm to the vigilante. The wound was quite small but the risk of infection was quite high with all the bacteria in the air. It would need to be cleaned and wrapped in bandages later but it would not need stitches.

"So, Marissa, what do you want to be when you grow up?" Spider-Woman asked to distract the young girl while she got to work.

"Um...I-I want to be a hero! Like you!" Marissa stated firmly.

Spider-Woman felt her heart skip a beat while her soul swelled with pride. To think that there was someone who looked up to her enough to want to be like her made her feel all warm and fuzzy inside.

"A hero you say? You want to protect people like a Huntress?" Marissa nodded. "Well, then I look forward to working with you once you graduate Beacon."

Marissa's smile was like a hundred suns blinding her with a magical light.

Spider-Woman spun a thin layer of webbing around her fingers before wrapping it around Marissa's wound. She made sure it was tight enough to close the cut but not too tight to be uncomfortable.

A few more small balls of webbing held the makeshift bandage in place. It wasn't perfect but it would do for now.

"There, all done. You're quite brave Marissa." Spider-Woman ruffled her hair. "Make sure you become a strong Huntress one day. Okay?"

Marissa wrapped her arms around her neck and pulled her into a hug. "T-Thank you Spider-Woman."

Spider-Woman returned the hug. "You're welcome, Marissa."

Marissa released her grip on the young spider and went back to her parents. Spider-Woman stood back up and addressed them. "I only closed the wound to prevent infection. That webbing will only last a week before dissolving. You should find some more permanent bandages before then. I also made sure the webbing is thin enough to pull off easily. She really shouldn't need medical care for such a small wound but it's better to be safe than sorry."

To her shock, the mother trapped her in a tight embrace, pulling her into her chest. "Thank you Spider-Woman. You're a real hero."

That's all she ever wanted to be.

The mother released her with tears in her eyes and tended to her daughter. The father sent her a grateful nod and a smile before turning to his family.

That felt good.

Spider-Woman turned around to come face to face with her uncle. He had just pocketed his scroll. Looking around him, she noticed that her sister and her team weren't with him. "Where are those kids? I could've sworn they were down there."

"Oh they were," Qrow responded, clearly aggravated. "The remains of that hunk of Atlas garbage was down there too." Qrow pulled out his flask. "Problem is...I guess they decided that they did enough and just fucked off back to Beacon."

They... They just... left?

"Are... Are you telling me that they lured an Atlas paladin through a populated district of Vale, brought it to a very very busy highway, ran through that highway with the paladin still chasing them, hopped on top of moving cars operated by innocent civilians, sliced the highway to bits, formed a slippery sheet of ice on the highway, didn't help a single person that they put in danger, and then just left after they did the bare minimum?"

Qrow lifted his flask to his lips and took about ten seconds to down whatever was left. "No, of course I'm not saying that. Don't be ridiculous."

Spider-Woman relaxed.

"You said it yourself."

Spider-Woman unrelaxed rather quickly. Her heart started to glow with venom threatening to burst out and destroy the highway even more. It pulsed in rhythm with her heartbeat. The electricity trailed down her arms and pooled in her palms. Qrow took a few steps back.

"Hey hey easy easy... Look, I already contacted the headmaster of Beacon and told him what happened. Not like I could hide it if I wanted to, this will be on every news station in Vale tomorrow morning. They will not be getting off lightly. I'd drag their sorry asses back here right now if I knew where they were."

That didn't make her feel much better. The only thing keeping her from finding them and giving them a piece of her mind was the fact that nobody died in the ordeal. No thanks to them of course.

Spider-Woman worked her fingers through her mask and massaged her cheeks. She was only 15 years old and yet she was already too old to be dealing with this.

"Whatever, it's late, I'm hungry, thirsty, tired, and not in the mood to deal with them right now. I just wanna go home."

Qrow sealed his flask and pocketed it to be refilled at a later date. "You read my mind." Qrow looked around at the damage and the civilians that were being treated. "Doesn't look like there's much more we can do here. Everyone is alive and the situation is under control."

Yeah, that much was true, she did all she could. She could rest easy tonight knowing that she was partially the reason that no one died. "Yeah, I guess so."

Qrow slung his arm over her shoulder. "I'm starving. Let's get a bite to eat. You earned it after tonight."


30 minutes later Spider-Woman and Qrow were sat on a rooftop each enjoying a slice of deliciously cheesy, meaty, and greasy pizza. The stuff that'll make you feel like crap later but would be totally worth it.

The best kind of food in her opinion. Packed to the brim with calories and fattening ingredients. Her healing factor required high amounts of calories to function anyway so this kind of food was good for her.

Yep, that was her excuse.

Spider-Woman wiped her mouth with a napkin and pulled her mask over her mouth to respond. "Thanks, I needed this."

"Ish no prublem," Qrow mumbled with his mouth full. "Conshider it a thanks for makin' shure my niece didn't kill anyone today."

"Mhm," Spider-Woman nodded before digging back into her pizza. She had already devoured five slices and was going on her sixth now. Her enhanced metabolism made sure she could eat a colossal amount of food before getting full. She would also never get fat, which was a big plus in her book.

The silver-eyed spider took a swig of her soda to help wash the pizza down more easily. "Ahh…" she sighed and took a few deep breaths.

"I can't figure out how such a pipsqueak can put away so much food," Qrow said, amazed. "Does your Semblance give you a black hole for a stomach or something?"

"Nothing so insane, I just have a fast metabolism," she responded in between bites. "I also have a healing factor. Needs a lot of calories to work properly."

"Mhm," Qrow grunted in acceptance into his pizza. "Must be nice being able to eat so much and never get fat."

"It was fun for the first week, then I realized that I still needed to pay for all the food I eat."

"Ah, yep, that'll do it."

The two fell into a comfortable silence for a few minutes as they continued to eat their food. The silence was broken when Qrow silently swore at his scroll.

"Something wrong?" Spider-Woman asked.

"Yeah, forgot to charge my scroll again. Just died on me," Qrow fumed while beginning to pocket his dead device.

"Wait hold on, lemme see," Spider-Woman held her hand out.

Qrow obliged and placed his scroll into her glove.

Please don't explode.

Spider-Woman extended her pinky and pulsed a small amount of venom through the tiny digit. Placing the finger into the charger port of the device, she sent a steady stream of electricity into the device.

It only took about three seconds before the scroll illuminated like a Christmas tree. Keeping the venom going, Spider-Woman continued to charge the device for a few more seconds.

After she was satisfied, she handed the scroll back to its owner. "Damn kid. You're just full of surprises ain't ya?" She had only charged the scroll to about 15%. She didn't want to risk overloading the battery. Besides, 15% was more than enough for now.

"Oh stop, you're making me blush."

Qrow scrolled through his messages for a minute before turning to his disguised niece. "I gotta split," he said while getting to his feet. "Those dumb kids just arrived at Beacon. I need to be there to tell them off."

Spider-Woman nodded, taking the last bite of her pizza and slipping her mask over her lips. "Cool. I'd tell them off too if I could, but I don't want to make any trips to Beacon if I don't have to. Don't want the council to find out and start getting suspicious of Ozpin. Besides, I gotta get home anyway."

Qrow snatched the last slice of pizza from the box before turning away from her. "I'll let them know how pissed you are," he promised. "Be seeing ya, Spider."

And with that, Qrow leaped off the building and made his way to Beacon.

Whelp, no use sitting around doing nothing.

Spider-Woman tossed the empty pizza box perfectly into an open dumpster and got to her feet. Her clothing was still stored a little ways away from her location and she still had to get her other clothes that she had discarded at the White Fang operation.

And she had just eaten, which meant no swinging allowed.

"It's gonna be a long night."

And with that, Spider-Woman got to walking.


"We kicked so much ass!" Yang cheered and pumped her fist in the air. "Good work team!" Yang wrapped her arms around her team and pulled them close to her.

Weiss examined her nails for any damage and pat her combat skirt a few times to free it of any dust that lingered on the expensive fabric. Her hair was slightly dirty and a few splotches of dirt lingered on her cheeks. "Perhaps in the future, Roman Torchwick will exercise more caution when dealing with our affairs."

"Oh Weiss, always so prim and proper even after kicking major ass," Yang teased the heiress, causing her to smirk slightly.

Blake inspected her weapon for any damage. After confirming it's condition, she clipped it back onto her waist. "It's a shame that he got away, but we managed to destroy that paladin. They won't be able to hurt anyone else with it."

Yang cracked her knuckles as she remembered the feeling of the metal paladin warping beneath her digits. She pushed her Semblance harder than she ever had before in that moment but it was totally worth it. Watching Torchwick spill onto the ground like a ragdoll was beautiful.

"I wish I could have gathered combat data on the individual known as Roman Torchwick, but I suppose I will have to settle for simply taking down the paladin," Penny mused. "Besides, we managed to destabilize the White Fang as well as prevent more members from joining."

The bullhead docks had just become visible in the distance, they still had 30 minutes before curfew started so there would be a bullhead available to take them back.

To their surprise, there was already a figure waiting for them by a running bullhead. Riding crop clasped tightly in her fingers and an angry scowl painted her face. Glasses pressed firmly against her nose and eyes like tempered steel.

"Students," Glynda Goodwitch growled. "I trust you had a productive night?"

"Sure did," Yang cheered. "Team PWBY kicking ass and taking names. Oof!" Yang gasped when Weiss drove her elbow into Yang's side.

"Ignore her," Weiss insisted. "Is there any particular reason that you're here to greet us?"

Ms. Goodwitch adjusted her glasses and brought her riding crop to her side. "As a matter of fact, there is. The headmaster would like a word with you before you retire to your dorms."

The girls looked anxious at that comment. "Is this about that guy I punched?" Yang questioned. "He was asking for it!"

Ms. Goodwitch's eyes narrowed. "No, it is not. However, I was not informed that you assaulted another student. We will be discussing that matter later."

"Shit."

"Please enter the bullhead, the headmaster is waiting patiently."

The ride to Beacon was spent in relative silence, with only Yang trying to make conversation to pass the time. The conversations always fell flat, with Blake or Weiss giving one-word answers while refusing to meet her eyes. Yang eventually stopped trying.

The headmaster's office wasn't actually located in the school itself, but rather located at the top of the CCT. Why someone would make a design choice like that was anybody's guess.

Yang leaned closer to Penny right before they entered the CCT. "What do you think this is about?" She whispered.

Penny whispered back, "I would assume that we are being summoned to discuss the incident with Roman Torchwick. We caused quite the commotion tonight," Penny answered.

Yang put a finger to her chin. "Yeah, that makes sense, we weren't exactly being subtle about it."

All five occupants entered the elevator and rode it to the headmaster's office. The standard monotonous melody of gentle strings and light keyboard notes of the elevator music did little to ease the nerves of the students.

The small display above the door steadily rose as they ascended the tower. It was like a countdown to their doom but in reverse. The elevator chimed with a friendly ding as the metal carriage reached its destination. The headmaster was sipping on something in his mug while typing away at his computer.

"Ahh, team PWBY, glad you could make it. Please, have a seat." Ozpin's mug lightly tapped on his desk as he set it down on the mahogany.

The headmaster grabbed his scroll off his desk and let his thumbs dance across the screen for about a minute before setting it down.

Ozpin purposely let the silence dance in the air for half a minute before starting. "First of all, I believe congratulations are in order," Ozpin smiled. "You managed to locate Roman Torchwick and destroy a dangerous paladin in the process. I believe General Ironwood will be pleased to learn it is no longer in Torchwick's hands."

The girls beamed with pride. Sitting up a little straighter and smiling at the man. "It was no trouble at all Headmaster," Penny modestly replied. "It was our pleasure."

"Indeed," Weiss cut in. "As Huntresses, it is our duty to uphold the peace for all kingdoms. Roman Torchwick and the White Fang are a dangerous threat that must be dealt with."

Blake's ears flattened against her hair. "I...I was wrong before. I was naive and blind to the truth. I convinced myself that the White Fang were just misunderstood and in need of direction." She clasped her fist tightly. "I won't stand by when the White Fang commits atrocities anymore."

Yang smirked and cracked her knuckles. "It was child's play. Torchwick thought he could mess with team PWBY and get away with it." She leaned back in her chair. "I guess our sheer awesomeness was too much for him to handle."

"Hmm," Ozpin hummed. "I'm glad to hear that you're in good spirits after what happened. I am also glad that none of you were seriously injured." Ozpin plucked his glasses from his face, folded them, and set them down on his desk with a serious expression. "Unfortunately for you, that is the end of the good news."

All the girls tensed up. "With all due respect headmaster, we managed to put a stop to a White Fang recruitment rally and deal with a stolen Atlas paladin," Weiss reminded the man. "I fail to see how tonight was anything but a success."

Ms. Goodwitch's riding crop slapped loudly into her palm, silencing the young girls in an instant.

"The fact that you don't know what went wrong is exactly why you're still in training."

The elevator door chimed once again and a dark-haired man with a stubble stumbled through the door.

Yang stood up and faced the man. "Uncle Qrow!?"

"Hey firecracker, hope you didn't miss me too much." Qrow ruffled Yang's golden hair, much to her dismay. "How's Beacon treating ya?"

Yang smirked. "It's great! So many new people to beat up. It's like a dream come true!"

"Ha!" Qrow laughed. "I guess I'll have to remind you that you ain't perfect. I'm always happy to crush you under my boot." Yang stuck her tongue out at the man. "You'll have to introduce me to your team later," he replied. "I'm here for something else." His eyes got sharper.

He leaned against Ozpin's desk and massaged his temple. It looked as if he was trying to figure out exactly how to word what he was thinking.

"I won't lie to you girls, and I won't talk in circles either. What you did tonight was absolutely catastrophic," he bluntly said causing all the girls to stiffen with wide eyes.

Ozpin tapped on his keyboard for a few minutes before spinning his monitor around to face the girls.

The image on screen showed a pale-skinned woman with gold-brownish eyes and pale white hair with purple hues at the tips. She was clearly in a helicopter and had a microphone close to her lips.

"This is Lisa Lavender reporting to you live from above Parker Highway in the commercial district of Vale."

The camera then panned out of the helicopter and down toward the highway.

Their hearts promptly dropped to their ankles.

"As you can see, Parker Highway has been absolutely devastated. We have multiple reports from both citizens and law enforcement that confirm that a mech of some kind tore through this highway not thirty minutes ago. We are still waiting on further details, but it seems likely that the mech in question was piloted by the infamous criminal known as Roman Torchwick."

Ambulances were scattered everywhere, with paramedics tending to lightly wounded civilians. Cars were completely crushed and in some cases on fire. Chunks of asphalt turned to dust and left massive fissures in their wake.

"Not only that, but the mech also left quite a bit of damage in the commercial district outside of the highway as well. Though most of the damage was exclusive to the highway itself. Camera footage as well as statements from citizens paint the story of what transpired quite well."

The camera abruptly flickered until it displayed a very familiar cat faunus along with a monkey faunus hopping along cars while being chased by the mech. Blake made an agonized choking sound and covered her mouth with her palm.

The footage didn't stop there, it also showed Yang bobbing and weaving through traffic with little concern for the safety of the citizens around her. Yang's aura flickered in her palm with how hard she was clenching her fist.

Massive beams of pure green energy pierced the heavens and sheared through the asphalt. Penny showed remarkable self-control by not reacting at all to her own destruction.

Lastly, the image switched to Weiss stabbing her weapon into the ground and spreading ice dust in every direction to create a thick sheet of ice that caused cars to slip and slide, causing even more destruction.

"We are currently unaware of the identities of the four who were partially responsible for such destruction, but one of the girls bears a striking resemblance to Weiss Schnee, Heiress of the Schnee Dust Company. If this is indeed Weiss Schnee, then we can only assume that the other three are her teammates at Beacon Academy."

The camera then began switching viewpoints to various civilians caught in the chaos.

"I was just driving home when a thick sheet of ice just appeared on the road. I almost went right over the edge."

"Some crazy faunus landed right on the hood of my car. I couldn't even see where I was driving. Caused me to crash into someone else.

"I almost got spit in half by a giant green laser. Sliced into my arm real good and almost took my wife's head off. Sliced my car into pieces."

"I got swatted away by that mech, flipped me over right onto someone's car, and totaled my own."

"That mech almost stepped on me! I was inches away from losing my life. Instead, the hood of my car was crushed like a soda can."

The camera switched back to Lisa Lavender. "The Parker Highway will take months to repair and will undoubtedly cost hundreds of thousands of lien. Not to mention all the vehicles that were destroyed and the injured civilians that need treatment."

Ozpin paused the recording and locked his eyes on the terrified girls. He didn't move or even blink for the longest time, just staring deep into their eyes.

It was Qrow to break the silence. "Why?" was all he asked. One simple question that contained one simple three-letter word.

The hardest possible question to answer.

"I-I-I...we...we didn't," Blake stammered. "We...we just wanted to stop the White Fang."

"Not that," Qrow responded calmly. He made sure to keep his anger under control as to not make the girls even more uncomfortable. "Believe me, I know the danger of the White Fang. It's no wonder you want to see them gone too."

Qrow's eyes were sharper than an obsidian blade. "Frankly, I'm impressed. Even when I was a dumb kid in Beacon who was still making mistakes, I never got even close to fucking up as badly as you four did tonight."

Yang looked like she might cry.

"Weiss," Qrow said, locking eyes with the white-haired girl causing her to freeze solid. "You used ice dust to freeze over a busy highway, sending cars crashing into each other and injuring lots of civilians. I know your sister by the way, I can tell she loves you very much and is very proud of you. But with the way you acted tonight, I'm starting to think that pride was misplaced."

Weiss cried quietly into her hands.

"You, with the crazy hair," Qrow said, pointing at Penny. "What's your name?"

Penny stood at attention. "Sir, my name is Penny Polendina."

"Alright, Penny. You're firepower sliced that highway to bits, multiple cars slid off with people still inside, you made it harder for the police and paramedics to get to the scene, you even injured a few civilians and destroyed their cars. You heard that guy on the news, you nearly took his arm off and almost killed his wife. If that's how you plan on doing things then you might as well save yourself the trouble and retire as a Huntress right now and head right back to Atlas."

For the first time since any of them had known her, Penny's eyes dimmed and filled with sorrow and guilt. They looked...dead.

"You, cat," Qrow addressed the feline faunus.

"M-My name is Blake," she corrected.

"Blake then. You are perhaps the worst offender on your team." Qrow's words caused Blake to pale and start to shake. Tears formed in her eyes.

"You crashed a White Fang operation, which actually was a good thing. Good job on that, I gotta give credit where it's due." The compliment felt hollow to Blake. "The problem was what you did immediately after. You ran through a populated part of Vale while being fully aware of the giant mecha death robot chasing you through the city, nearly killing multiple civilians in the process."

Tears streamed down Blake's cheeks.

"Then you proceeded to lead said giant mecha death robot to a very very busy highway. Then, in your infinite wisdom, hopped on top of speeding vehicles in an attempt to escape the mech? Lead the mech somewhere else? Hope that enough cars would crash into the mech to bring it down? Honestly, I don't really know, and I have a feeling you don't know either, but the fact is that you did it."

Ozpin took this moment to chime in. "Let me be clear Ms. Belladonna. Beacon staff were already aware of your past involvement in the White Fang when you applied to Beacon. I believe you knew this, correct?" Blake nodded. "I sought it best to allow you to move on from your past and start a new life as a Huntress. To atone for your sins and work to better yourself."

Ozpin interlocked his fingers and rested his nose on the back of his hands. "If this is your best attempt at moving on from your past then I'm afraid that your attendance at Beacon will be cut short."

"N...no…" The girl stuttered in a whisper, soul fluttering out of her corporeal form.

"And Yang," Qrow began, looking at his niece.

Yang felt her muscles lock up at Qrow's intense gaze. Those red eyes digging into her soul.

Qrow gave her a small thumbs up. "Good job."

Yang jolted out of her chair fast enough to knock the chair backward across the room. It tumbled backward with a loud rattle. Her team widened their eyes and shot up their gazes. "What!? R-Really?!"

"Well... no, obviously not." Yang looked scared again. "But compared to the catastrophic failure that is the rest of your team, you might as well have saved a hundred children from a burning orphanage."

Yang's eyes darted in every direction, flipping between her teammates, her uncle, Ozpin, and her own shoes in rapid succession. Eventually, she forced her eyes to lock onto her uncle. "H-How?"

Qrow made to grab his flask before remembering it was empty and disguised the motion as him sliding his hand in his pocket. "You were the only one that didn't actively put civilians in danger. You didn't blow the highway to pieces, throw cars off the overpass, or hurt anybody. I didn't see it happen but I know that you were also the one who destroyed that mech. You're the only one strong enough to do so."

Yang relaxed a bit, her fists were still clenched tightly, and fear was still present in her violet orbs.

"The worst that can be said about you is that you completely ignored any injured civilians and swerved into traffic. But your team were the ones causing the injuries in the first place and traffic was already chaotic by the time you arrived." Qrow grimaced. "Don't get me wrong, ignoring injured civilians is not what being a Huntress is about but at the very least you didn't actively put anyone in danger. That's more than can be said about your team."

Qrow ran his fingers through his slightly gray locks. "Maybe saying "good job" is a bit too much. I guess I should say "congratulations on not fucking up as bad as the rest.""

Yang collapsed onto her hands and knees. Wobbly arms were the only thing keeping her face off the floor.

Weiss wiped the tears from her cheeks and forced herself to make eye contact with Ozpin. "So, what happens now? Apart from Yang, are the rest of us expelled?" Weiss asked, dreading the answer.

Ozpin and Qrow turned to look at each other. Having a silent conversation driven by their facial expressions. Ozpin turned to address the team a minute later.

"I will not lie to you team PWBY, it is only a matter of time before the council finds out who did this and where you are. The public will find out soon after. It would not be unreasonable to expect them to not only push for your immediate expulsion but also for jail time."

Blake felt her heart stop.

"But…"

The slightest bit of hope shone in their eyes at that one word.

"No, you will not be expelled."

Blake and Weiss sagged with relief, releasing breaths they didn't know they were holding. Like an anvil had been lifted from their chests.

Ozpin continued. "There is one reason and one reason alone that you will not be expelled for your actions. That reason being not a single person died tonight."

Penny's eyes widened with surprise. "How is that possible? With all the damage we caused there were sure to be a few vehicles that fell off the highway or crashed into each other. There being no casualties is just about impossible."

Qrow tilted his head to Ozpin. "Show them," he said.

Ozpin obliged and unpaused the recording on his monitor. Lisa Lavender continued speaking as if she had never paused.

"There is one saving grace tonight ladies and gentlemen. Despite all the damage and close calls, there were no casualties. How is that possible you ask? Well, we must extend our sincerest gratitude to our one and only friendly neighborhood Spider-Woman!"

The camera feed switched to a recording of Spider-Woman tethering a plummeting car to the highway, saving the lives of the occupants inside. Then to Spider-Woman releasing a large web net that caught multiple airborne cars before they could crash into the asphalt.

The camera switched to Spider-Woman pulling a falling bus onto the highway as civilians ran to escape. The bus slid off the highway with a civilian still inside. Luckily for him, Spider-Woman launched herself through the windshield and through the back glass of the bus with the civilian in tow. She set him down safely before the bus crashed into the ground.

Then the camera switched to something truly astounding. Spider-Woman with webs in each hand actually managing to briefly and slightly pull the highway back together. The weight must have been unbelievable in the arms of such a tiny girl, but she managed to pull the highway together long enough for most of the civilians to escape.

The one civilian who slipped was swiftly caught by Spider-Woman and brought back to safety.

The camera switched one final time to Spider-Woman wrapping a thin web bandage around a little girl's arm.

"The kingdom can rest easy knowing that Spider-Woman is here to protect us. Without her, we would've surely lost many good men and women tonight."

The feed switched between civilians who were saved by the masked vigilante.

"I was sure I was about to die when my car was kicked off the highway by that robot thing. Spider-Woman caught my car with her webs and saved my life."

"Spider-Woman caught the bus I was in before it fell off! She saved our lives. Thank you Spider-Woman!"

"She pulled the highway together so we could get to safety! She's so strong!"

"Spider-Woman!"

"Spider-Woman!"

"Spider-Woman!"

The camera switched to a little girl with webbing wrapped around her arm. "Spider-Woman, I want to be just like you when I grow up. Thank you for saving us! You're our hero!"

Ozpin paused the video and shut his monitor off.

"That is why. The only reason that no one died was through the actions of Spider-Woman. If someone had died tonight then I would not be able to stop the council from pushing for your expulsion."

Blake whispered under her breath, "Spider-Woman...Thank you."

"I-Is Spider-Woman ok?" Yang asked. "She wasn't hurt, was she?"

"Nah," Qrow waved her off. "I was there when it happened and helped her out a bit. She was just pissed at you, but not hurt."

The girls deflated.

"We actually got some pizza after the whole thing ended. That girl can eat like no other I've ever seen," Qrow smirked. "By the way, she is not happy with you girls. You're supposed to be Huntresses-in-training and you nearly got pedestrians killed. You owe her big time."

"We know," Weiss nodded. "We intend to repay that favor. Right girls?"

Team PWBY nodded.

"Y-Yes," Blake mumbled. "Yes," she said more confidently. "I will not let this opportunity go to waste. I swear."

Ozpin smiled honestly for the first time that night. "Good, I'm glad to hear it."

Ozpin put his glasses back on. "Get some rest girls. You're lucky it's Saturday. Take your day off tomorrow to reflect on your actions and think about what you could've done differently."

"Yes, sir, thank you," They all said in unison.

Ms. Goodwitch, who had remained silent throughout the entire meeting, suddenly spoke up. "I will escort you back to your dorms. Please follow me."

Once Ozpin and Qrow were alone in the office, Ozpin allowed his calm demeanor to fall and his exhausted face to show. He leaned back in his chair and let out a long breath but didn't say anything.

Qrow approached the window. "I had a long day Oz, I'm going to bed."

Ozpin let out a halfhearted chuckle. "Thank you Qrow, you deserve a rest. Sweet dreams."

Qrow exploded into feathers and dove out the window.

Leaving Ozpin along with his thoughts.


AN: Originally, I was going to base the highway scene off of the bridge scene from The Amazing Spider-Man but then I remembered that Brotherhoof12 already did that with his story 'The Amazing Jaune Arc,' so I decided instead to base it off the bridge scene from Insomniac's Spider-Man: Miles Morales.

If you haven't, then go read The Amazing Jaune Arc, by Brotherhoof12. He's an amazing writer and I want him to notice me so badly.

I wanted to upload this chapter yesterday but my internet went out so I had to wait. Sorry about that.

Anyway.

Review if you want.

Or don't.

I don't really care.