"All right. Let's try this one more time. My name is Peter Parker. I was bitten by a radioactive spider and became Spider-Man. You all know the rest. I fought some bad guys, went out with MJ… but the strangest adventure of my life would have to be this one. Under strange circumstances, I was brought from Earth to a new world called Remnant. There, I met a man named Professor Ozpin, headmaster of Beacon Academy. He agreed to help me find a way home if I helped him out around the school. I also made friends with some of the kids here, including Team RWBY. Together, we faced against some of my enemies who somehow followed me to Remnant, fought the fearsome White Fang, and imprisoned the mastermind behind it all, Roman Torchwick. What happens next… Well, you better see for yourselves."


Another webline was shot from Spider-Man's wrist as he continued his swing through the kingdom of Vale. From rooftop to rooftop, the web-slinger moved along without losing any bit of momentum. He eventually stopped when he perched himself on top of a lamppost.

"Man, who knew a city full of crime-free streets would be so boring?" he pondered to himself. "Don't get me wrong. I'm glad there are no criminals here, but something doesn't feel right. My Spider-Sense is getting a bad feeling about…"

"Hey, Spidey!"

Spider-Man looked down to see a certain police officer standing next to his car. He had a box of donuts beside him.

"Officer Davis!" Spider-Man leaped from the lamppost to meet his friend. "How are you doing?"

"In a good mood." Jefferson Davis replied. "Just got a word that my son just passed the Atlas pilot academy. He is now certified."

"That's cool. You must be so proud."

"Yeah. Miles is a good kid. I think you'd like him. So… What do you think of our crime-free Vale?"

"Eh, I don't know." Spider-Man replied. "Don't get me wrong. It is peaceful without any criminals on the streets. I haven't even seen a jaywalker since the Grimm attack. But something tells me that this is merely the calm before the storm."

"That's the worst part about crime. You stop one big boss, another one manages to fill in his place. Torchwick and Li were the two biggest crime lords in Vale and Mistral. When we put them away, we created a major power vacuum."

"That's eerie." Spider-Man said. He picked a donut out of the box. "Let's just stick with the donuts."

As Jefferson laughed, Spider-Man's eyes caught the TV where he saw Team RWBY at the Vytal Festival getting a win over Team ABRN. As they left, Spider-Man stood up.

"Well, thanks for the donuts, officer, but I gotta go. Great talking to ya."


Spider-Man shot a webline and flew upwards. He continued swinging into the horizon, right into the direction of the fair he knew the girls would be.

As soon as Spider-Man arrived, he quickly found a place to hide and change costumes. He removed his suit and changed into his casual clothes. As he got out of his hiding place, the immediately ran into Team RWBY.

"Hey, Pete." Ruby greeted.

"Hey." Peter replied. "Caught the end of your match. Nice work."

"Thanks." Yang said. "Hey, we're about to grab a bite. Wanna come with?"

"Don't mind if I do. All I had was a donut anyway." Peter followed. Suddenly, he felt a tingling sensation in his head. "What the…"

"Hey!" Everyone heard a girl's voice and saw their "friend" Emerald Sustrai, who was holding onto a wallet. "Might be hard to eat without this. Good to see you guys."

Ruby panicked and took her wallet back from Emerald. "Thanks, Emerald. Must have dropped it. Girl pockets are the worst."

"Just left the stadium after your amazing fight." Emerald said. "you guys were awesome."

"I know, right?" Peter asked. "We didn't catch your match, though. How'd you do?"

"Really well." Emerald answered.

"Hey, we're gonna have some victory food." Yang said. "Wanna come with?"

"That's nice of you, but my teammates are all kind of… introverted." She looked back at her partner, Mercury Black, who was sniffing the inside of a boot.

"I can see that." Weiss said.

"Well, it looks like Mercury and I will be heading to the doubles round. What about you guys?"

"Well, as leader of Team RWBY, I thought long and hard about the decision."

"We put it to a vote." Weiss corrected.

Ruby was nervous. "But I decided we should put it to a vote."

"We voted for Weiss and Yang."

Everyone said their goodbyes and parted ways. Although, once Emerald had returned to her partner, her cheerful act dropped and changed to disgust. Meanwhile, Peter and Team RWBY sat in a food stand. They placed their orders and the shopkeep presented their bowls.

"Hey, girls." Peter said. "Did those two back there seem… strange to you?"

"Emerald and Mercury?" Ruby asked. "Why? They seemed cool to me."

"It's just…" He leaned in to whisper. "Remember my Spider-Sense."

"That thing in your head that tells you about danger?" Blake asked.

"Yeah, and it's been ringing like crazy since we met those two and their friend, Cinder. I… think we should keep our guards up."

"If you say so." Yang said.

Suddenly, Weiss' card that she paid with was shot back at her. The shopkeep pointed at the register which was labeled "DECLINED."

"What?" Weiss asked. "But how?" I was barely in my monthly allowance."

"Maybe I can help." A male voice called out.

A new man came in. He was slightly chubby and had on a pair of round glasses. He had on a white lab coat. He gave the shopkeep his card and sat next to Peter.

"Wow." Ruby said. "Thanks, sir."

"Don't mention it."

"Hang on." Yang said. "Weren't you that jittery guy at the dance?"

"Oh, you remembered. Yes. Dr. Otto Octavius, at your service."

"Dr. Octavius?" Weiss asked. "One of the most brilliant scientists in Atlas? I thought you were a recluse."

"That was then. This is now. I've not got courage, confidence…"

Suddenly, a metal, worm-shaped appendage slithered out of his coat and lifted his drink to his mouth. The sight of it left the others speechless.

"And a long, metal tentacle, apparently." Peter said.

"Where did you get that?" Blake asked.

"I made it." Dr. Octavius answered. "And technically, I made four of them. The rest are tucked in my pack. I made these arms as a safety measure for laboratory experiments. Then, the Grimm attacked. A Nevermore broke into my lab trying to eat me, but then, my arms made short work of it. Really short. How amazing is that?"

"That's… cool, I guess." Weiss said. "But if it's Atlas equipment, shouldn't it stay on the ship?"

"It's fine. I made it, so I decide what to do with it." Suddenly, his scroll began to ring. He picked it up and held it to his ear. "Hello. …Oh, hey, general. …Yeah, I'll be right there." He hung up. "Gotta go." He picked himself from the chair and walked away.

"I swear, we meet the most interesting people." Peter said.

"That's one word for it." Blake said.

Peter looked ahead and saw his girlfriend, Mary Jane waving at him. He told the girls he had to talk to her, and they wished him luck (with a bit of teasing). He removed himself from the stand and approached her.

"Hey, MJ."

"Hey, tiger. Quite a festival, huh?"

"Yeah. Can't believe it myself."

"I've been meaning to ask, Pete. Do you have any idea how we're going back to New York?"

"Not really. But Ozpin told me he and Ironwood would be working on a way home. Hopefully by then, we won't have to worry about any other villains making a comeback."

"Sandman, Vulture, Electro. Not to mention, Mysterio is out there pretending to be a hero. What do you think that's about?"

"No idea. But I don't need Spider Sense to tell me he's part of something big. And we should probably keep an eye out."

Some time later, the next match was scheduled to begin. The fight between Team JNPR and Team BRNZ was being set up. In the crowd, Mercury, Emerald, Cinder Fall, and Quentin Beck (who was wearing a heavy trenchcoat, hat, and sunglasses) sat anticipating the action.

"I still don't see why I have to wear this silly disguise." Beck said.

"Spider-Man knows you're faking your heroic act, Beck." Cinder said. "If he catches you with us, he'll be onto us. And since the Parker theory was disproven, we can't let the web-slinger have any other advantage. So try to keep up the illusion as long as you can."

"As long as your boss is able to give me what's promised." Beck said.

"Of course."

"Well now, I wonder who's going to win." Mercury said.

"As if we didn't already know." Emerald said.

"Oh, come now." Cinder said picking up a kernel. She began to heat it up in her fingers until it popped. "Even if you know how the story ends, that doesn't make it any less fun to watch."

Truer words were never spoken. For this villainess had a plan that she was going to enjoy. A plan that would bring all of Vale to its knees. A plan that most people would call…


Author's Note: It's great to get started on the third volume of my Web of Remnant series. I hope you all enjoy it and future chapters.

Any and all comments are welcome.