Disclaimer: Brotherhoof12 does not own RWBY or the Spider-Man franchise.


Chapter 56 The Future Within the Web

"So, Mr. Fury, how about renegotiating that offer you gave us?" Spider-Man asked the Spymaster. "We're really thankful you gave us some time to think about it, and as a group, we decided to try cooperating, but only when we can come to even terms with S.H.I.E.L.D."

Nick Fury looked at Spider-Man's reflective compound eyes, not saying a word after being caught unprepared for what just happened. Not even five minutes into the conversation, the ragtag team that has named themselves the 'Avenger' has caught Nick Fury by surprise, tricked a secret organization into following false targets, beaten one of Nick's top agents, and was now surrounding said Spymaster with no hesitation.

"Heh," Nick Fury, a man who has earned the title of Spymaster, couldn't help but smile at what he had just been through. "Not bad, Spider-Man."

He crouched down to pick up his earpiece that was still screaming loud rock music.

"You mind?" Nick raised an eyebrow at Iron Man. "I would like to talk about how we can benefit from this deal. The only thing is, I can't do that if a dozen or so of my men come charging in and starting to attack. Let me contact them to let them know everything is fine. Please."

"Do what he says, Iron Man." Spider-Man looked at his friend. "Nick's got the message." Iron Man complied with Spider-Man and released his control over Nick's communication piece.

Nodding his head in thanks, Nick Furry put the item back in his ear and could hear a familiar voice screaming in concern for their leader, who went silent.

"Sir! Sir, can you hear me! Respond! We have one of our agents retrieving Agent Clint, and Agent Romanov is heading your way now!"

"That won't be necessary, Hill."

"Director!" Relief was heard in Agent Hill's voice, and a second later, she sounded confused at her boss's words. "Sir? Are you sure?"

"Hill, I'm sure. Call Agent Romanov not to pursue and to fall back." Nick's calm and confident tone was all she needed to hear to know that her boss was not in danger. "Just focus on getting Barton medical attention."

"Understood." That was the final word said by Hill before cutting out.

When he was done talking to Hill, the director of S.H.I.E.L.D looked at the broken bow and then at Black Panther.

"I did not harm your agent, Fury." Black Panther explained. "Merely knocking him out with a dart coated with medicinal herbs. It will not poison him, only making him fall asleep."

Feeling satisfied with that answer, Nick Fury looked back at Spider-Man.

"Alright, Spider-Man. You caught my interest for real now. Let's handle this on equal terms. How would you like to start?"

"Let's start by giving us more details on who we're dealing with. Your organization might handle the bigger picture, but not the Avengers. Whoever this person is that Ozpin is fighting is someone we need to know to better prepare. And if you tell us who our true enemy is, then the Avengers will give you our best to stop them. Just provide us with Ozpin and how he's connected with the Maidens and the relics."

"Alright, then I hope you don't mind if I need to give some backstory about who Ozpin really is."

"Fine," Spider-Man shrugged, and to prove that they had time, the assembled heroes got comfortable leaning on the wall or sitting on top of trash cans. With Spider-Man being the oddball by using his adhesive powers to stick to the wall as if it was a seat. "Give us some character lore. After finding out he can use magic, we already thought of Ozpin being some secret wizard. So what else is new?"

"How about Ozpin not being his real name."

"Likely, but his records seem clean." The webhead tilted his head to Iron Man. "He went through some digging into Ozpin's personal life, and so far, his birth name was always Ozpin."

"Went further to check his education, where he trained to be Huntsmen, and even his records of past missions." Iron Man stepped in to fill in the gaps. "Also, the guy was born with white hair from adolescence to adulthood. The way I see it, Ozpin has been his real name for years."

"Your right that Ozpin is his real name," Nick Fury reached into his coat. "For this life at least."

"This life?" Wasp looked confused at what Nick Fury said before the director pulled out several files with different pictures attached to them. "Do you keep those with you all the time?"

"What are we looking at here?" Being the closest to the director. Black Panther read each bio before passing it to his friends. "From the dates of their birth and deaths of these people. Are we to assume that they were Ozpin's previous predecessors?"

"Their him." Even though Fury could not see their eyes due to them hidden behind maks. The Spymaster could tell they were shocked at what he said. "Ozpin is his name now, but in his previous lives has had several- no, hundreds of different names because he can enter other bodies and take over their lives."

None of the heroes expected such an answer to who Ozpin was. It was hard enough to know that Ozpin had been a wizard, yet to find out he could possess other bodies to continue living was morbid news.

"Again, I think I should back up to where it started."

Thus started a long backstory of Ozpin or in his first life Ozma, and how it turned to ruin when he met a woman named Salem.

Who was Salem? In the beginning, she was your regular damsel in distress, being stuck in a tower until Ozma decided to free her and then marry her. A happy ending for anyone from face value, only that happy ending turned tragic when Ozma died from a mysterious illness.

Salem, not understanding the five stages of grief, chose not to accept Ozma's death and tried to ask the God of Light and God of Darkness to bring him to life.

"Wait, there are gods in this story?!" Ant-Man yelled in confusion at how this story was going.

Yeah, gods are real and not even slowing down to further detail. Nick told them that the two gods refused to help Salem, which resulted in her crusade to fight the gods with the help of four different kingdoms.

"Needless to say, her effort resulted in the gods wiping everything off of Remnant." Again, the Avengers were shocked by the revelation that humanity was extinct, but their surprise turned to confusion, with Iron Man throwing in his thoughts on the matter.

"Wait, wait, wait! Back it up for a moment if the gods decided to wipe out everything. Then how can you explain how we're standing and breathing right now? The gods killed us all, but we're still existing." He pointed an iron index finger at Nick Fury. "And don't just say life finds a way either."

"I won't say we know the mind of a god, but through my time working with S.H.I.E.L.D. We had found some old tapestries that date from before humanity was extinct. There were other gods that people worshipped, and those said gods may not have agreed with how the God of light and Dark acted at the time. Either way, we have yet to get more concrete evidence of the hypothesis. As for Salem. The two gods have decided to curse her with immortality, forever walking Remnant."

To not be able to die was her punishment, and through her trials, Salem has attempted thousands of ideas to break the curse, with the final one being to plunge herself into the black pit that births Grimm.

The result was the rebirth of Salem into a monstrous witch whose goal is to rule Remnant and destroy everything, including herself, once and for all.

"And is this where Ozpin plays his role?" Nick Fury nodded his head to confirm Iron Man's question.

"The God of Light decided to bring Ozma back to life to stop Salem's madness. It failed with Salem killing Ozma again, including their four kids."

"They had kids?!" Ant-Man grabbed his head and began to shake. "I feel like you just skipped a step or two in this story."

"Being the ever merciful one, the God of Light gave Ozma a trial to stop Salem and gifted him the ability to possess a body if ever he dies."

"Don't ignore me!" He stomped his boot. "This story is missing too much context. You need to have a better way of explaining all this somehow!"

"... Getting back on topic! In their infinite wisdom, the brothers decided that they would bestow four relics when all of humanity was at peace and Ozpin had defeated Salem. The four relics will be joined together as a beacon for the gods to return. That is the short version of who Ozpin is and our enemy. Any questions?"

"Yes! Several!" Ant-Man's head was swimming with thoughts of what he had just heard, and so far, none of it made zero sense! "What you told us sounds fantastic and whimsical, but that does not help with how you chopped up some parts where we need to better understand the whole story of who Ozpin is."

"I'll send you a file then," Fury sent a pointed glare at Ant-Man. "Needless to say, Ozpin's way of handling things has not been making any progress, and S.H.I.E.L.D does not feel it would be beneficial if Remnenat brings the very Gods that killed our ancestors back to our world."

"And this is where we step in, right?"

"You are correct, Spider-Man. S.H.I.E.L.D would like to request your assistance in helping us obtain these relics, so they will not be in the hands of Ozpin or Salem."

"But if we gather them all, won't we just send the signal for the Gods to return?" To know the fate of Remnant has been on the knifes edge for so long made the deal of helping S.H.I.E.L.D sound more appealing, but it defeats the purpose of their main goal is the same as Ozpin's and Salem's. "And what about the Maidens? Ozpin already has the Fall Maiden as a student in Beacon, so does that mean the relic at Beacon won't be obtained?"

"No and yes. The Fall Maiden, who we know to be Yang Xiao Long, is currently at her home village at Patch. She is guarded, of course, by one of Ozpin's most trusted followers, Qrow. I'm sure while she is recuperating, Qrow will ease her in and feed her tiny bits of the bigger picture and have her become another pawn on Ozpin's side of the chessboard. However, that won't be a problem as our main objective is to

obtain the relics, be it all or just one. For so long as we have a relic under S.H.I.E.L.D's protection, Ozpin nor Salem can enact their plans anymore. And if we do acquire any other relic, we will place them in different sites that will be heavily guarded."

"Then the Maiden? You did say you want us to find them too. After all, they are the key to obtaining said relics." Spider-Man hoped that Nick wouldn't decide to try and have them go after Yang. "Just like how you won't go after the Winter Maiden because of how she is in good hands. Will you do the same with Yang?"

"Yes," When Nick said that, the tightness in Spider-Man's chest loosened, and the breath he didn't realize he was holding left his lips. "After the near-disaster of the Vytal Festival. Ozpin won't let anything harm Yang anytime soon, and I'm betting he'll make sure get gets training to harness the Maiden powers when she returns to Beacon. Therefore, the Spring Maiden is the primary target we would need to locate and bring in before Salem or Ozpin."

"Sounds great and all, but let's not rush things yet. We still haven't gone to the terms of our agreement." The third-born Schnee was taught better not to accept any deal without first knowing what benefits he can reap, and right now, he has heard nothing that Nick can give to the table. "If we do join, know that you have the Avenger's support, and we will make sure we will find the Spring Maiden and prevent her from being taken from Ozpin or Salem. But what support will S.H.I.E.L.D have for us?"

"What we can provide is something you all are lacking. We can help support you all with security, a base of operation, transportation, training, medical attention, and agents I hand-picked to help you on your journey."

"That is all well and good, director, but I would also like to have your word that you won't be trying your hand at entering BP's home." During their group discussion, Black Panther was adamant about getting Nick Fury not to try his trick again. "If you swear not to try and spy on Black Panther's territory, then you won't have to worry about him becoming an enemy."

"Understandable. I swear that it won't happen again for any of you. And speaking about entering other kingdoms. I will ensure that you all will be protected when entering different kingdoms, such as S.H.I.E.L.D giving special immunities, but if you try and abuse such a gift, know that S.H.I.E.L.D will deny any involvement with you all."

"I thought your organization is not known to the public?"

"Yes, but that does not mean S.H.I.E.L.D can't pull certain strings to ensure no legal issues will hinder you. However, let me reiterate that if you try and abuse such kindness, we will not help you. We'll cut off any evidence you are affiliated with us and will make sure any proof that our organization exists. So after saying my peace, what are your answers, Avengers?"

Nick Fury's question hung in the air for the team when Spider-Man jumped off the wall and walked up to Nick Fury.

"You told us who we are facing and the repercussions if we don't cooperate. I'm sure there are other secrets your not telling us, yet I can't judge you since you have the decency to let us keep our identity a secret. We all talked about it, and we would like to help."

Spider-Man raised a gloved hand to give Nick Fury a handshake which the man with the eye patch accepted.

"And with our agreement in order. When do we start?"


When giving them the five W's of what their first mission would be. The Avengers sought refuge on top of a tall office building in the business district in Vale.

Currently, only Wasp, Ant-Man, Black Panther, and Iron Man were on the roof, with Spider-Man volunteering to get food for the team.

"That went better than expected." Spoke Wasp, who was leaning on the edge of the roof.

"Indeed. The support S.H.I.E.L.D will provide is a large boon for us."

"You still think they will actually send two of their own to help? I'm not sure if I like that idea." Said Ant-Man. When Nick informed that he wanted to send two of his best to help them, Ant-Man started to ponder who they would be. "You think there spies? Are we getting spies to join the team?"

"I'm wondering what they're going to bring to the table." Iron Man was sitting next to Black Panther on top of an HVAC Unit. "A spy would be good, but is that really what we need when we can do the same thing?"

None of the other superheroes answered when they all noticed Spider-Man arriving with a stack of pizza boxes in one hand and a web-made sachel carrying two liters of soda.

"I got us the food!" The webhead gave the pizza to Ant-Man and handed the web bag to Wasp. "There are paper plates and styrofoam cups in the bag."

Each hero took their plate with their favorite pizza and a cup of soda until all three pizza boxes were empty and all trash was crammed in the web bag that carried the soda.

"Eating pizza on top of a random rooftop." Spidey wiped the pizza grease from his lips with the back of his glove. "One of my favorite pass times whenever I'm done patrolling the city. I hope you all enjoyed it."

"The food was much appreciated, Spider-Man." Black Panther said while he put his empty plate in the bag. "Maybe sometime in the future, I will treat you all to my kingdom's most delicious cuisine."

"Can't wait for that to happen."

"Hey, I just realized something." Wasp put her finger on the side of her helmet. "We haven't decided on who will be the team leader yet."

"She's right. We were all focused on what we would do about Nick Fury and S.H.I.E.L.D that we didn't appoint someone who will lead us."

Ant-Man and Wasp, who voiced their concerns, looked at the other three heroes, only for their gaze to linger on Spider-Man.

"I thought Iron Man or Black Panther would-be leader." Spider-Man wasn't too confident in himself to lead a team. He actually never thought of ever being a leader of a group before.

"I'm ok if Spider-Man will lead." Iron Man voiced his choice.

"While flattered, you would think of me to be the most suitable. I am still more obligated to my kingdom, and it would cause me to put too much strain if I lead the team." Black Panther pondered and told the group who he thinks is best to lead. "I believe Iron Man is most suitable for the task as the leader."

"I said I'm fine if Spider-Man will be the leader."

"Think about it, Iron Man," The web-slinger attempted to have Iron Man rethink his choice. "You're a futurist. Then who else better to lead than the guy who always makes ten steps ahead of everyone else? Not to mention, you made a massive contribution by hacking the drones and discovering Ospin's secrets. That's why you should be the leader. How about it, Wasp, Ant-Man?"

"Spider-Man is right." Wasp was quick to answer. "Iron Man would be a good pick, Ant-Man."

"Yeah, you have a point." All four made their choice and therefore nominated Iron Man to be the leader of the Avengers.

"Seeing as I got all of your trust, I won't reject the billet. I accept the responsibility and hope to live up to all of your expectations."

"If that is all. I think it's about time I need to take my leave and head back to my kingdom. Now that we have made a pact with S.H.I.E.L.D, I would need to get back to my home to ensure they keep their promise. I do not want any of the elders to say 'I told you so' and try to undermine me in opening my kingdom to the world because S.H.I.E.L.D is trying to enter again."

"Is a ride on their way to pick you up? I can give you a lift."

"Do not worry, Iron Man," The wind started to whip around the roof, and the heroes looked above to see an eerie glow in the clouds. "My ride has arrived for quite some time."

"Well, if Black Panther is already leaving, then Wasp and I are leaving."

"Don't hesitate to call us for help. We are, after all, a team now." Wasp waved goodbye until the two shrank, leaving only Iron Man and Spider-Man.

"You think it is rude we didn't save any pizza for Black Panther's piolet?"

"If whoever was manning that aircraft wanted a slice, they would have asked." The Golden Avenger's faceplate lifted up to show the face of Whitley. "I'm also planning to head out. We agreed with Fury, but I'm not too fond of it when information is given to me by people I don't fully trust."

"At this point, any information you can get probably won't be enough. You hacked Ozpin's PC, and it didn't cover anything about what Nick Fury said. I think it's understandable that you didn't find anything on the PC. Ozpin is over a 1,000-year-old soul, so keeping secrets in his head is probably better than recording anything on paper or computer."

"You have a point. If I am an immortal soul that still retains memories of my previous lives, then I wouldn't want to put all my secrets on record." The Ironclad hero walked to the edge of the roof. "I'll contact you later, Jaune. You take care, ok?"

"You too, Whitley." Answered Spider-Man before he saw Iron Man fly off into the night sky, leaving only the webhead alone on the roof.

"Wait," Spider-Man noticed something now that all of his friends were gone. "I just realized that I have to take the trash with me."


A web swing and a trip to a dumpster later, Jaune finally made his way back to Aunt May's home. He quietly entered his room via the window and waited in silence to check if Aunt May was awake.

Hearing nothing, Jaune removed his mask, removed the rest of his costume, and put on his pajamas. Neatly folding his costume in his secret compartment, the young hero laid his head on his soft pillow and soon drifted to sleep.

While asleep, his mind began to conjure a dream, and within that dream, Jaune was back in his hero costume, web-swinging as usual in the city of Vale.

Sounds of car horns beeping, civilians screaming, and construction can be heard from each street he passed. Jaune was about to attempt to swing higher, and just as his webbing was pulling him higher into the sky, a sudden force pulled the web line. Not prepared for the surprise, Jaune was about to let go of the web line and create another to prevent him from falling, only for whatever grabbed the first line to grab Jaune with a large metallic talon.

The force of the grip was tight, and once again, Spider-Man was unprepared for the sudden speed the mysterious enemy displayed as the two were rising higher in the sky.

Beating at the appendage that grabbed him, Jaune looked back to see that the city was getting smaller and smaller, and when looking forward, he saw the face of who was attacking him.

The bright green light of its eyes looked down at Spider-Man until it finally released its hold on the vigilante, letting the hero fall to his death.

High wind pelted the young spider as he plummeted to the ground, yet as he looked downward, Jaune had yet to see the ground! Without warning or even his spider-sense not triggering, lights were flicking within the clouds surrounding him.

Each flicker of light showed an image between what appears to be a slithering serpent shape and then an embodiment of a man that soon turned into a lightning bolt, striking Jaune and paralyzing him.

Unable to move from the shock, he was left helpless as he plummetted to the ground and expected to die from the fall. Death did not welcome Jaune, only sand, as his fall impacted a large mound of sediment.

The soft sand beneath Jaune shifted into a giant hand, grasping the young hero tightly and crushing the air out of his lungs before slamming him deeper into the ground.

Once more, Jaune crashed into another floor, and again his body was abused when a massive weight pressed itself onto his chest. Jaune looked at who was crushing him, and he saw that the person was a gigantic tower of muscles and metal. The most notable thing was the large horn in the center of their head, resembling a rhino's horn.

The Rhino applied force on his foot, and the power was strong enough to shatter the ground making Spider-Man fall into an abyss with the only light being the hole he created. Feeling his body move again, Jaune desperately tried to shoot a web line to the hole and escape the abyss. He successfully landed a web line and started to climb, yet for some reason, when he tried to rise, the light was getting further away.

His hopes of leaving were dashed as metallic tentacles sprouted from the dark, restricting his movements and preventing him from escaping. Not giving up yet, Jaune pulled with all his might to escape the tentacle's grasps which showed promise as the mechanical arms were beginning to lose their hold on him.

Hope went to despair when another appendage, one that was more scaly than metallic, wrapped itself around his neck and, with one mighty yank, made Jaune lose his hold on the web line and dive deeper into the darkness.

Fear crept into Jaune's mind as the light faded, leaving him in darkness. He tried to use his webbing, yet nothing was within reach, making him resort to flailing his arms to reach out to anything around him.

"Jaune..." Someone was calling out his name, and like a starving man reaching for food, Jaune reached out to where the voice was coming from.

"Jaune... It's time to get up."

"Jaune..."

"JAUNE!"

The disembodied voice started to distort into something sinister and unrecognizable to Jaune. His hand that tried to reach for the voice was pulled to his side when the darkness itself became an enemy and attacked Jaune.

The living darkness itself coated Jaune in black sludge, and by the time it reached his face, Jaune finally screamed.


"Bwaah!" Jaune Arc abruptly woke up from his nightmare, and just as he awoke, he slammed his alarm clock, shattering the clock along with the clothes drawer underneath it. "Crap... I forgot to hold back." Laying back on his bed, Jaune could only hear his haggard breathing and the sound of Aunt May's voice coming from the living room.

"Jaune! I heard a loud noise! Are you ok up there?"

"I'm fine, Aunt May." He covered his face with his hand. 'I haven't felt like this since... is this another premonition of what to come to my life.'

"I hope it's just a dream." Jaune raised his upper body from his bed. "Good morning, Itsy." He greeted his abnormally large arachnid, who was not in her home. "That's a bit concerning."

"Jaune! If you are ok. Then it's time to get up! Your breakfast is getting cold!"

"Ok, Aunt May!" Jaune glanced at Itsy's empty enclosure before getting ready for breakfast. "I'm up!"


Having a nice fulfilling meal in the morning made Jaune's start of the day a bit better, but a nice web swing around the city made him have a clear mind after experiencing such a livid nightmare.

'Not a nightmare,' Spidey was mid web swing from one building to another before getting the web line go and allowing gravity to take him. 'It has to be my spider-sense warning me of danger yet to come. My powers are beginning to fluctuate, and I have no idea how I can control it if it gets out of hand.'

Hearing the speeding cars getting louder, Spider-Man released another web line slowing down his descent, shifting his body sideways to squeeze between two semi-trucks driving side by side. The webhead pulled his lifeline to make him swing back up in the air and started to swing at a lower altitude.

Spider-Man attached the end of the string to his feet when shooting another line, freeing his hands to use his scroll. Now swinging while upside down, Spider-Man went through the messages on his scroll.

"Harry is now busy learning more about his father's responsibilities. Gwen and Eddie are busy helping Doctor Conner with some new experiments." Spider-Man detached his legs from the web line, shot a new line, attached it to his legs, and continued to scroll through his messages. "Ruby and her sister are doing fine back at Patch. I wonder if I should call her later? Maybe it's too soon?"

Spider-Man's attention was hijacked by his spider-sense, warning him of danger. Putting his scroll away, Spider-Man focused his attention on the danger around him and found the reason.

A lady with a walking stick carrying a grocery bag was halfway across the street. The problem with the image was that the street crosswalk had the 'do not cross' icon. Picking up speed to reach the woman before she could get hit by a car, Spider-Man lowered himself far enough to grab her and landed softly on the sidewalk with the woman in his arms.

"My word," Getting a closer look at the woman, Spider-Man can see she had white braided hair and circular glasses thick enough not to see her eyes. "What's happening? Who's touching me? And why grab me so roughly? I have you know I have eggs in this bag, and if they are shattered, I expect compensation!"

"Sorry, sorry, sorry." Gently putting her down, Spider-Man bowed his head and apologized. Though, judging by how she was facing somewhere else rather than where he was standing was a dead giveaway that she could not see. "You were crossing the street when the light was green, so I just wanted to get you to safety."

"Ah," Her voice filled with heat was now calm at what she heard. "And no one else came to warn me. I may be blind, but my ears still could hear. Either way, you saved me, and I thank you. May I please have your name, dear?"

"It's Spider-Man," She looked surprised when hearing that name. "And don't worry about walking. Just tell me where you live, and I can take you there."

"Bah," The blind woman used her cane to shake off the kind offer. "No need for that. Just help me get a taxi, and that would be all I need. I do not have the stomach to handle all that moving from how you saved me."

Doing as she requested, Spider-Man didn't take long to get a taxi for the blind woman. Now that she was safe and got a ride to her home, Spider-Man returned to his web-swinging.

"Ok, so what was I about to do again?" He pondered what he'll do next when his spider-sense rang once again. "Already?"

Landing on the side of a tower, the arachnid teen moved his head to spot the danger and found the same blind woman again on a different street, crossing the road with cars about to hit her!

"How did she get there?" He pushed the question aside to save her from getting run over, and when he landed back on the sidewalk, Spider-Man

put the blind lady on her feet. "Weren't you in a taxi earlier?"

"Who's there? I'll have you know I was a Huntress back in the day and-" Her ranting was cut off by Spider-Man gently grabbing her shoulder.

"It's me, Spider-Man," He sees her face show recognition from his voice. "Ma'am, why are you still walking? Weren't you in a taxi to go home?"

"Oh, the taxi," She clicked her tongue. "That man dropped me off, but he didn't give me my groceries and drove off! Maybe because I didn't really listen to his life stories?" She muttered that last sentence to herself.

"So you're going back to get more groceries?" A nod from her head answered Spider-Man's question. "Then, let me help. I'll take you to the groceries store."

"Oh, don't worry, I have a good sense of direction."

"You were heading the wrong way."

"Then I accept your help!" She didn't once lose face at how wrong she was—waving over her hand to have Spider-Man hold it. When he held her hand, she let go and decided to grab his arm. "The name is Maria. Maria Calavera! I might as well tell you now that we would see each other for the foreseeable future."

'What does she mean by that?' Again, he put it aside, and the two walked to the store.

He walked her to the store, helping her get more groceries, and then chose to escort her to where she lived. All of that spanned over three hours, and Spider-Man went back in the air to find any other people that needed help.

"Are you serious?!"

And once again, Spider-Man helped Maria Calvera cross the street.


"Spider-Man! It's nice to see you here. Listen, I need help to get..."

"Thank you again for helping me cross the street, but I forgot to buy..."

"Spider-Man!"

"Thank you!"

"Spider-Man!"

"Spidey!"

"Ugh! The sun was beginning to set, and all Spider-Man did was continuously help maria either cross the street and helped do most of her shopping. No matter which location, Maria seemed to be there and would always need help from him. Be it helping her get medicine, food, or to the local clinic, Spider-Man's curiosity about how she is all over the place continued to increase. "She said she used the taxi to places, but I find it doubtful."

'Should I have checked if she was actually blind? No, that would be rude. She did say she used to be a huntress, so maybe that's why she is so quick?'

When web-swinging from one high rise to another, the scarlet-clad vigilante stopped midswing and landed on the side of a glass building where people who were working paused whatever they were doing to look at Spider-Man. Waving at the flabbergasted office workers, Spider-Man dropped off the side of the window and dived down to the streets.

He ejected another line before impacting the streets and continued patrolling by checking between buildings and alleyways. Nothing was out of the ordinary, which was nice to see, though it is understandable that nothing too out of the ordinary would have so soon after Grimm almost invaded the city.

"Ah, looks like I spoke too soon." Spider-sense was warning him of danger, and following where the threat was, he spotted a group of thugs, around six, who were harassing some woman. "Looks like it's some guys acting tough. I don't need to be stealthy on these types. I'll drop in, and when they see me, they'll run away."

After letting go of his web, Spider-Man performed a front flip and landed right between the group of men and women. It didn't take even a second before the guys who were about to assault a woman took a step back from seeing him, even having two men in the group flee, leaving only four.

"Ok," Spider-Man put his hands in front of himself. "Let's all calm down and not do anything we might- WHY ARE YOU HERE?!"

"Ah, Spider-Man!" Maria Calavera waved her hand. "Perfect timing. I just minded my own business until this group of ruffians tried to rob me and possibly have their way with me." She put a hand over her head in distress. "Oh! What a cruel world to have a maiden such as I be treated this poorly."

"That ain't true," The person in the front of the group, possibly the leader, interjected. "She tripped, and we helped her up, and then she just suddenly started hitting us with her walking stick."

"And I did thank you for helping a blind woman up, but how can you explain-" Maria pulled out some wallets of different sizes. "Why do I have so many wallets? I could have sworn I only had one coin purse, but when you helped me up, I realized I didn't have mine but these. Can you explain that?"

"She's lying!" He didn't have anything else to say and just glared at her.

"Then I suppose you wouldn't mind if you just let me escort her to the proper authorities." Spider-Man didn't want to escalate this situation to a fight. So to make sure no one gets hurt decided to make his choice now. "If you are telling the truth that these wallets aren't stolen, then I will just take her to the police and return them to the proper authorities. Unless you say these are your, that would mean we confirm this by checking the I.D. So how would you like to play this out?"

They left without any hassle leaving Spider-Man with Maria by themselves. Turning around to check if Maria was hurt, the young hero saw her already leaving the scene without warning.

"Hey!" He ran to where Maria had disappeared and when turning the corner she was gone. "Please tell me you're actually going to the police to return the stolen goods?"

Looking with no sign of her on street level, Spider-Man attempted to find her by web-swinging.

"I don't see her anywhere." He stopped and landed on the side of a building. Facing downward to look at the streets, Spider-Man let out a breath of defeat as he could not find her. "How could she already be gone so soon? I need to reach out to any nearby arachnids to get a wider range to find her. I didn't want to do this, but I guess using such a broken power is needed to find one blind woman."

A deep breath, clearing his mind and allowing his spider-sense to further reach out to any spider in the vicinity. The vigilante could already feel hundred of other spiders, big and small, send him what they see.

'three miles...10... 15... none of them has spotted her.'

"How come I can't get a lock on her?" He said out loud.

"That's because you lack training." A voice said behind him.

"Guh!" Spider-Man jolted from the surprise and turned around to face whoever got the drop on him.

"W-what!" His were wide at the sight of Maria Calvera, a woman who was blind and needed help the entire day, not only surprised Spider-Man but was also sticking on the side of the building like he was!? 'How is she... a semblance, maybe? Is there any other reason?'

"You're probably thinking that what you see is me using a semblance to stick to the side of this building like you. Right?"

"Hm!" Jaune was once again caught off guard at how she could read him so easily. 'Should I ask her how she was able to bypass my spider-sense?'

"The next thing you're going to say is, 'How did you bypass my spider-sense?'"

"..." The silence between Spider-Man and Maria was filled with car horns and shouting from the street below them.

'Did she really expect me to say that after she said all that?' A sweat dropped rolled down the side of his head.

"Huh," Maria tilted her head to the side. "Usually, I get people with that. This is unexpected for me."

"That's what threw you off?!" Shouted Spider-Man. "Never mind that! Who are you?! Why all do all this fooling around?!"

'Is she may be working for Salem?' A question like that was put aside as he finds that question lacking any evidence. 'Or maybe Ozpin?'

"If you stop thinking about stupid questions such as if I work for Salem or Ozpin. I can tell you why I'm here."

"How do you-?"

"I may be blind, but I am an experienced fortune teller, and I've been encountering so many people in my travels that I picked up a thing or two when reading people." A rustle was seen at the right arm of Maria's sleeve, and out of said sleeve was Jaune's pet arachnid, Itsy! "Oh, and this kind thing told me everything I needed to know about you too."

"You couldn't lead with that rather than stringing me along?"

Itsy crawled out of Maria's hand and scuttled over to Spider-Man's feet. Her small eyes looked at him with her pedipalps moving as if she was a puppy coming back to her master. Reaching down to have her crawl on his arm, Spider-Man looked back at Maria, who didn't move from her spot.

"If Itsy told you everything about me. You then know who I am under the mask?" Jaune said in an even voice, making sure he wouldn't break focus and ignore his chest's tightness.

"She did, Jaune." No hesitation whatsoever in saying his name out loud. Those words were simple, yet hearing his name from a stranger made it feel like everything was closing around him. "No need to be alarmed, as I was already aware of who you were. Itsy was just kind enough to fill in the gaps. No, Jaune, I am not an enemy to you, nor am I a pawn to Ozpin or Salem."

Gravity seemed to take hold of her as she plummeted to her death. Spider-Man was going to jump and save her when again, he was surprised when Maria saved herself by web-swinging to the roof of another building. Following her lead, Spider-Man arrived at the very top and saw that the roof had several tables and chairs with flowers decorated around the area. Maria was using the center table, cane at the side of a chair, and putting her hands on her lap.

"Please sit," She motioned for the seat across from her, which made Spider-Man question if she was really blind or not. "I am indeed blind. Want to see what's underneath these glasses?" She taunted him by wiggling her glasses.

"Let's just talk, please." Spider-Man sat across from Maria. "If you are not part of Salem or Ozpin's team. Who's side are you really?"

"Team this and team that. I have no interest in either side." Maria put both of her hands together and spread them apart, revealing a web. "I am interested in the web we are in and how the course of the threads will lead us. For I am Maria Calavera, Madam Web who peers into the future and you, Jaune Arc, are at the center of such a web."


I hope you guys like my remake of Maria. I had the idea for a while, and now I finally get to put her in the story. If some of you are confused, I want to explain I decided to put madam Web and Maria Calvera put together, as both have some similarities that I chose to put together.

It not only puts a great spin-off, but it also puts two characters together, as it will not hurt the story by adding two more characters, only just one. She will be the teacher for both Jaune and Ruby, as she can help Jaune learn his powers and also helps Ruby with her silver eyes.

S.H.I.E.L.D has made a deal with the Avengers, and now the team has a leader being, Iron Man. Some might have wanted Spider-Man, but I wanted Jaune not to be a leader just yet. My reason is that he has not shown to be a good leader in the show, especially in recent volumes where he just decided to follow Ruby's bad ideas.

As you all have read, I plan to showcase other villains, but most are wondering where is Green Gobin? Well, since Jaune prevented the first premonition from fully happening, there was no Green Goblin to appear, but he will at a later time.

Apologies if some hated how I coasted through Ozma and Salem's back story and how some would say their backstory is wrong. But to be honest, I did not want to rewatch RWBY, as I did not like their reason for why Salem hated the gods, and I even hate the Brother Gods too for their stupid reasons to destroy humanity. So instead, I had Fury give a more rushed info dump and only gave the Avengers the needed information to make them see the situation Remnant will be in if Ozpin or Salem get the relics. Another thing I want to add is that why Ozpin did not put in the last information about Salem being immortal and his life is because he did not want his personal life to be known by anyone regardless if they are his allies. The man has lived hundreds of different lives, and to be able to retain his original past memories means he does not need to write down anything personal that could make the people turn to his enemies when realizing how pointless fighting Salem is.

We also get to see another future sight of Spider-Man's rogue gallery finally surfacing, with the last one being very forboding. I'm not going to put full detail on how they will be introduced, but know that I plan to have the last one have the most change.

Hope you all liked this chapter. Please fav, follow, and if you have questions, please PM me. Thank you!


[Omake]

Avenger's tryouts: Ruby Rose

When entering the room, Ruby rose expected to see heroes like Spider-Man and Iron Man to inspect if she is qualified to become an Avenger. She did not expect to see someone dressed in black and red leather decked out with swords and guns. Usually, Uncle Qrow would tell her to steer clear of people like him and call for his help right away.

And yet, if this man was able to stand side-by-side with Superheroes, who is she to judge.

"So," Deadpool flipped through the paper that held basic information about her experience, training, and semblance before closing the folder and setting it down. "Ruby Rose from Patch. You want to be an Avenger, correct?"

"Yes!" She sat up straight.

"Yeeaah," Deadpool took one more peek at her folder, took a pen out of nowhere, and scribbled something in the folder. "That's gotta' be a hard NO!"

"What! WHY!?" She thought she had a chance! For once, she didn't want to be normal! Or have Normal knees! "Can I ask why?"

"For starters, your semblance is speed, right?" Once again, Deadpool looked at her file.

"I call it petal burst and-"

"Adorable," Deadpool wrote something else, which made Ruby feel like that was a bad sign. "Show it to me."

Not saying anything else, Ruby broke down into rose petals, performed several laps around the office, and went back to her seat, taking less than three seconds.

"Pretty cool, right?" She smiled nervously.

"Meh," Deadpool didn't pay attention to most of what she did and just wrote more stuff down on her file. "I saw better."

Ruby whimpered at his comment.

"Plus, the rose petals." He waved his hand that held the pen at the floor that had some rose petals scattered around. "Does that come out of you?"

"I-I don't know?" She shrugged.

"I see, and about your semblance. Are you sure it's just speed?"

"I mean, what else could it be?"

"So you don't know if these petals are actually biodegradable, and you don't know your semblance?" He shook his head in disappointment. "Before knowing you want to become a hero, one must first know themselves."

Despite acting like speaking like he was an expert at the matter, Deadpool was, in fact, just goofing off and writing nonsense in Ruby's files, such as a grocery list and a theme snog he wished to make for the Avengers and hoping to have it trademarked.

"Furthermore, the most glaring issue is age. On the file we have is that you are 15?"

"I'm 16 now."

"Pfff!" Deadpool spat in his mask. "Augh! That's still bad! Look, I'mma' be honest here and tell you that the Avenger's ain't going down the Subway route and be the next Jared! Do you know how the news is going to have when they show pictures of a girl in a hot topic dress surrounded by adult males in spandex?! It's going to be a PR nightmare!"

"I still feel like I can contribute to the team-"

"Yeah, you can, but as much as I believe we need more females to balance out the testosterone, I feel like you need to wait a couple more summers before you are in full bloom if you get the gist of it."

Before she could try and come up with why she could be a member, Deadpool got up from his chair and escorted her to the door.

"Come back when you are 18. That's when we won't have the most trouble with adult actors trying to play a young adult role. Also, it would ease your psyche when you are old enough when you stumble upon Rule 34!"

Closing the door in front of her face, Deadpool went back to the desk to look at more files that had names of others who were supposedly Anevnger material.

"Hello," A knock on the door and the sound of the knob twisting revealed the next person to be Qrow Branwen. "I just saw my niece crying and running past me. Do I need to be worried?"

"Welcome, sir!" Deadpool raised his arms in a friendly gesture. "And don't worry, I just helped her steer clear of tweens and perverts! Now Sit! Let's get your interview started."