Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth, and the game this is loosely based on is property of Gameloft

New York was always a place people would love to visit. With the spectacular city view high up in the Empire State Building, the sea surrounding you near the Statue of Liberty, and, of course, the chance of seeing a real life superhero.

The city seemed to be the center of operations for nearly every superhero or superhero group. From Daredevil to the Avengers and the Fantastic Four, this was where you wanted to be to get a chance to see them in person. But today you wanted to be as far away from New York as possible. The city seemed to be completely destroyed the buildings either in pieces or close to falling down after the attack.

The attack was the only name that people could come up with. Since the city was literally attacked from people from different dimensions. All of the dimensional travelers were villains, supervillains at that. All of them united for one purpose, to extract the dimension's entirety ISO-8. It is a powerful material capable of various results when used, but also very unstable. It is almost unknown what the result is when used. That's why there were very testing a lot of it in New York, the various brilliant minds of Reed Richards, Tony Stark, and Bruce Banner leading various investigations of ISO-8.

Unfortunately, that also made city the central point of attacks. The various super villains quickly taking over the city. With strong and quick attacks they were making, taking some vast ISO-8. The attacks were so precise for one reason. The various villains were but one and the same, only that from different dimensions. There were six of each of the so-called Sinister Six. Six Green Goblins, six Vultures, six Mysterios, six Dr. Octopus, six Electros, and five Sandmen with one Hydro Man to compensate. They made the city a mess, their various missions making the citizens evacuate while others stayed behind either to help clean up the mess or taking their chances in an almost deserted place.

The streets were fully covered with broken glass and trash from the various robberies being committed, like the one that's happening right now.

Six men were taking their chances in one of the many abandoned stores in the city. It was an electronics store to be exact. Various grunts and complains meaning they wanted to get everything as fast as they could, trying not to leave anything to chance.

"Hurry up!" said one of them, probably the leader because he was the only one on the look out with a gun in hand. "We do not want to get caught!"

"Relax, Pain," one said while holding a small box. "We are almost done anyway and there's nothing to worry about, the police are busy with defending buildings from future attacks."

Pain was about to respond when they suddenly were interrupted by a voice on top of them.

"Well, there is also those who call the police when six mysterious looking men stealing an electronic store in the middle of the day, since, you know, no one likes those kind of guys."

Looking up, they saw a man in a red and blue costume that only an insane man would think of wearing. Although red was the more prominent color the black lines and the black spider sitting at the center the center of the costumes chest made the colors be more balanced. The man behind the costume was stuck on the side of the building on the other side of the street from the store. If you looked closely, you could see that the only thing making contact with the side of the building, making it obvious that he wasn't holding on to anything.

"Oh great," mumbled Pain already taking his gun, "it's the bug!" He ended up shouting for his crew to listen.

They all faced the red and blue garbed man, with their bats, crowbars, or steel pipes already in their hands. But what they saw was that the man was hanging his head low.

He let out a loud sigh, already used to be called that word since he first donned the costume to do good. "Really?" he asked sarcastically, "there is even a spider in me chest and, unless you didn't pass second grade, which I guess you didn't, you would know that spiders are arachnids, not bugs."

Pain was close to groaning out loud, but decided against it, simply trying to shoot the man on the wall.

"Hey, what's the matter?" the man said, while effortlessly dodging the shots by pushing his legs, flipping himself over. It made clear his back, which was mostly blue with a red spider in the middle.

"You know it's very rude to not only ignore someone, but also to shoot at him. For shame, didn't someone teach about manners?"

This time Pain actually groaned out loud this time what every criminal on the streets of New York has come to expect from the red and blue wearing vigilante was to be stopped, but they were always annoyed to hear him. Mainly because of all the crude jokes that always come from his motor mouth.

Before Pain could shoot at the vigilante again he felt a slight tug ant his gun. Before he could even react, he felt the weight of the gun leave his hand and saw the figure on the wall with his gun in hand.

"And rude people don't get to play with their toys, especially when they didn't pass the second grade, for shame."

Pain was furious, not only was his weapon discarded off as a toy, but this person was insulting him like it was a second nature for him. He wanted to see his body lying in front of his feet, but he knew, from the moment he took his gun, that that was not going to happen.

He saw as the figure leap from the wall and land directly in front of two people of his crew in a crouched position, and land a devastating uppercut to both of them that send them flying behind him and landing with their backs to the floor, clearly knocked out.

The other three people that were not Pain rushed at the red and blue wearing vigilante, who didn't move after the double uppercut and was crouched low with his right hand and legs formed a triangle with the floor while his left hand was bended above his head, only to get send flying as well behind Pain, courtesy of two well send kicks to the head and another uppercut send after the vigilante finished the kicks with a backflip.

Now Pain was the only one of them standing, hell, he was the only one of them that was still conscious even if the fight, for the lack of a better word for this beat down, was a six against one. Looking back, he saw the bodies of his crew, the blood running down their broken noses or lips, but was kind of thankful to see them still breathing, meaning that he was going to survive the encounter.

Pain started turning around again, only to see darkness. He couldn't see anything, but he heard his own breath and his own beating heart, if he concentrated, he could smell the blood from his crew and other smells related to the streets of New York that are not fun to concentrate on, but he didn't have the time for that, realizing it when he heard his attackers voice.

"Now, normally I would have toyed around with you for a little bit longer, and my jokes weren't really my best material, but don't worry, it's not you, it's me. I am in a hurry, you know, saving New York and what not, but remember to say that you got beat down by your friendly neighborhood Spider-Man and they might give you a lollypop before they get you and your friends get behind bars."

With that said, Pain felt as a concrete fist was slammed against his face, immediately knocking him out.

Spider-Man quickly webbed the crew up for the police. Mumbling to himself, "Ooh, nappy time." Before he started chuckling at his own joke.

Peter Parker really needed to laugh at this moment, his home is getting destroyed and he can't stop worrying about his aunt May. He told her to leave New York with the rest of the people that evacuated the city, but she outright refused unless he came with her. But New York was getting destroyed and it was his responsibility as Spider-Man to stop the Sinister Six, or at least stall them until someone else does.

Something he couldn't understand was where every hero has gone off to. The Avengers, the Fantastic Four, and the X-men could definitely send a hand. Not even Daredevil was anywhere in sight, and Spidey made sure to cover a lot of Hell´s Kitchen in search of him, but without any luck.

He was run out, since the beginning of the attack, Spidey has run nonstop trying to stop anything in his way, often taking down robotic henchmen that the villains brought with them.

It also didn't help that criminals were taking this opportunity to take their chances while there were so few people to stop them. He has been able to work with SHIELD however, since every other hero appeared to be out of town.

SHIELD has been really helpful in getting civilians out of harms way, and have been able to detect some of the villains attacking the city. Like some of the Goblin's and Vulture's when they were stealing the ISO-8 from various research lab.

"Spider-Man, no time to waste, the Green Goblin has been spotted close to your location, and is flying around throwing a big tantrum, which is making everything around there crumbling to the ground." The voice of an unnaturally stoic Nick Fury came through in his earpiece.

"Great, he's attacking the Baxter Building, isn't he? Old Gobie always wants to shine and try for the big shots, guess some people never learn." Spidey retorted, already swinging towards Midtown and getting ready to fight the villain. He was actually expecting Nick to stop the transmission or an annoyed yell for him to stop with the quips and take matters seriously, but the fact that he could still here the transmission on and old Nicky quiet gave him a little bit of the chills, especially since he knew that Nick was already used to giving bad news to heroes.

"Oh, come on, Nicky, my quips aren't that bad, you just have to get a sense of humor and see that I'm the funniest person you know and-"

"He isn't going after the Baxter Building." Interrupted Fury, "In fact, he isn't going after any ISO-8 at all. He has a hostage, and is running around yelling for you to come out. The host-"

Before he could continue briefing Spider-Man, Peter disconnected the connection and concentrated to put everything he's got in reaching the Green Goblin before he got tired of the hostage and decided to kill him before Spidey reached them.

"Goddammit, Osborn." Spider-Man muttered when finally seeing the Green Goblin. Before he leapt high in the air, and get on even ground since the Goblin was a higher than him with his infamous glider.

"Oh, come out, come out wherever you are." Sing-sang the Goblin while looking everywhere for any sign of the vigilante in red and blue.

"Aw, Gobie, you do care about me, it just makes me feel so special inside. Well, it would if you weren't green, or psychotic." Said Spidey before kicking the green villain from his glider, and sending them both on top of the building that was underneath the glider with a not too pretty landing for the Goblin, but Spider-Man landed on top of the downed villain, ready to pounce at him until he lost consciousness, but he had to stop himself in order to know where the hostage actually was.

"Now Goblin, tell me where the hostage is, so I can tell the police to warm up your cell in prison again."

"Ah, but Parker, don't you see the fun it is when there is a challenge. I'm sure that dear Gwendolyn would agree if she was here with us. But I'm sure that you remember her well to recall if she would." Said the Goblin, before laughing maniacally.

At hearing the name of Gwen, Spider-Man almost snapped, ready to punch Goblin's lights out, he could very well remember the day she died. The Brooklyn Bridge, the smell of the river, the sight of her body falling at high speeds towards the water, the adrenaline he got when he shot the web line after her, the sound of his own heart when said line was reaching her, the sound of her neck snapping when his web line finally got to her, and, finally, the sight of her body resting lifelessly on his arms.

"Last chance Osborn! Tell me where the hostage is before I end up punching you so hard, you won't remember your own name."

"Oh, such impatience. Fine then, the hostage is on top of the building right next to us. But, you have to hurry up, the clock is ticking, and she doesn't have much time left."

With that said, Spider-Man leapt from the building to the one higher up, to his right. Cursing at knowing that everything the Goblin said could be a lie. But upon reaching the ceiling of the building, he could see the fear in the blue eyes of the person, the pale face in her old complexion, her fragile hands and legs bound, before he realized just who was that the Goblin had captured.

Spider-Man barely had time to see all, with his eyes and his mask's eyes widening upon seeing her, of that in his Aunt May's face, the woman who raised him as her own, before he was knocked back from the sudden explosion just a few feet ahead of him. He was so shocked to see her, that he didn't even pay attention to his Spider-Sense.

Spider-Man didn't let that stop him. He fired a web from his right hand, since his left was feeling numb, and attached it to the building before pulling himself up again to the ceiling.

The ceiling was a mess, there were fires here and there, and some parts fell off due to the explosion, but Peter didn't care. He looked exactly where his aunt was just a few seconds ago, but he only saw the horrible state of her body. The black marks everywhere that Peter could lay his brown eyes on.

He ran toward her body, with tears visible on his left eye where the mask was burned, and gently pressed his ear against her chest, hoping to hear any indication that she was alive. Seconds passed, he couldn't hear anything or feel anything except the burned clothes that his aunt was wearing.

"Aunt May…" Was all that he could say, before the tears were running free, getting a damp spot underneath the right eye lens of his mask, while his left cheek was full of tears.

Then he heard it, the maniacal laughter of the person he hates the most in this world. The Green Goblin was already back on his glider, circling around the spider hero, he didn't notice it until now, but underneath the sadness was the hate flowing from him, the hate towards the Goblin.

"WAHAHAH", he continued laughing, clearly enjoying the pain he brought on to the hero, "Aren't you tired of letting people close to you die? First dear Gwendolyn, now your aunt, who asked so little of you, and you couldn't even give her that, face it Parker, you are a failure to those who are close to you."

"Osborn." Muttered Peter, before standing up and shouting at the Goblin. "This is the last straw, Osborn! I'm going to kill you!"

"Oh, you are just talk; didn't you say that after what happened to Gwen? You threatened to kill me, but you still didn't do it, maybe I should just call you the Spider-Liar, because that is all you do. You lie to dear Gwendolyn, you lie to your aunt, and you lie to me, I'm so hurt that even I can't get away from you lies." Commented Goblin before again laughed like a maniac.

His laugh ended when he felt a slight impact on his chest, looking down, he saw the white line of webbing, before he felt his chest almost being ripped off. Luckily for him, nothing was broken, until he was punched straight in the nose, leaving it completely broken, with his mask forming a red blood stain where his nose was.

Spider-Man punched Goblin off the building they were in, but he did not make any comment or pun, he was dead serious in this fight. He jumped after Osborn, ready to pounce at him into the cement bellow, ending his miserable life. The Goblin smirked at what he accomplished; he called on his glider with the tracker on his wrist. The glider went to his level, and with the grace of someone with experience, he climbed on board, strapped himself in, and started flying upwards, ready to meet the red and blue hero midflight.

"What's the matter Web-head? Goblin's caught your tongue?" He decided to taunt, having ready three pumpkin bombs, before throwing them at the arachnid themed hero.

Spider-Man dodged the first two with ease, and webbed the third one and threw it at the Green Goblin.

The Goblin brought his arms up, covering his face with them, going the explosion that occurred a few feet from him. He stopped blocking only to see a red fist going directly into his midsection, making him go down again, but this time with his glider still at his feet, going at fasts speeds to the ground.

When he was a few feet from the ground, he adjusted his body and kept in the air. Gazing upwards, he saw Spider-Man still falling, still ready to pounce at him. He saw that his lenses were sharper than usual, giving the feeling of anger and, if he was any thug, could scare the living crap out of him.

The Green Goblin was able to dodge another fist sent his way by flying away from it, and going up. He turned around to see Spider-Man's fist embed in the ground, with a few cracks where the feet landed, and saw that he wasn't hurt at all, pulling his fist from the concrete with relative ease, and getting in a combat stance without uttering a single word.

"Oh, my dear spider, it is always so much fun to play with you! But, you see, I have places to be, and I accomplished what I came here to do. The ISO-8 is really important to me and my team, and I wouldn't want to let them down, but you don't what that is like, when you don't someone down, so thank you for the entertainment, and good bye." He said before turning around and speeding off.

"Oh no, you don't!" Yelled Spider-Man, before he started web swinging after him. He was pissed off at the Goblin. He no longer felt the exhaustion of running nonstop for as long as the attack began, he no longer felt the pain in every muscle that scram at him to stop, he just felt the hate towards the one man that everything from him and there was nothing that was going to stop this fight until one of them was dead. He shot a web that landed underneath the glider.

This was exactly what the Goblin wanted, he sped off faster. So fast that any onlooker would mistake them with a blur. But Globin was not only going forward, he also started ascending, with a clear destination in mind, he saw the Spaceship right ahead, the one that the beings from other planes of reality came from, and could feel victory approaching.

He held his hand up to his ear, very sure that the others inside the ship could hear him since the beginning of the fight.

"Get ready, Doc. I have the passenger ready for a one way trip."

"Loud and clear, Osborn, just make sure that he gets in the spot here and I will make sure that he no longer bothers us anymore." Came the voice from his earpiece, and he started grinning even more than before, seeing all the pieces falling into place.

"Whatever you have planned Goblin, doesn't matter, I'm going to kill you and stop this whole attack once and for all!" he heard the shouting Spider-Man say, though it came to him as a mutter due to all the fast winds he was having.

"You were always so impatient web-head! And that is going to cost you dearly!"

Goblin entered the ship at a low altitude, making it impossible for Spider-Man to dodge the edge of the ship, that hit him in the chest, while he entered as well.

"That sure is going to hurt tomorrow." Muttered Spider-Man, but he didn't let go of his web. He was holding on for a few minutes with both arms, and his left one was screaming at him to stop, to let go, but Peter didn't let go, he knew that if he did, he would have been sent flying to the ground below, and he wanted to end Osborn now, so he wouldn't let go.

The ship was very large; it took minutes to get them from the lower part of it, to some higher one. Peter swore he was in the middle of it now, and was sure that the web line wasn't going to last for much more; one of the down parts of it being able to dissolve in only an hour after it hits the air.

That train of thought was suddenly cut off when the Goblin abruptly stopped, sending Spider-Man whiplashing towards the Goblin.

Spider-Man was so shocked from the sudden stop that he didn't even react to his Spider-Sense telling him of the punch that the Goblin threw.

Didn't even hear or feel the crack of his face clashing against the Goblins fist, or the crystal clear tube that was surrounding his downed form after that punch.

Groggily, Spider-Man pushed himself to a kneeling position, seeing the victorious smirk on the Goblin's face. He again pushed himself into a standing position, and took in his surroundings seeing that his Doctor Octopus was behind a computer like machine, working with his for mechanical arms doing very delicate procedures in it.

"What's going on here?" asked Spider-Man, eyeing both his enemies but feeling very weak after the punch he suffered from the Green Goblin.

"Ah, Parker, it's so good to see you this way. You look terrible." Said a grinning Doc Ock, a smirk just as big as the Goblin's plastered across his face.

"Don't change the subject!" Shouted the hero, "what is it that you're doing?"

"I told you that you're impatience was going to cost you Web-Head." Simply stated the green foe, "you see, at first we all wanted to kill you, every villain from every dimension eager to see the light in your eyes vanish, but then we thought of a sweeter way to get revenge."

"We are going to send you to a place with no powered heroes that have no version of you or us. We are going to send you to another dimension where you would bother us no more." Said the very eager Doctor Octopus.

"We decided to let you live, but at a cost. You have failed to protect every single person that you held dear, and we are going to make sure that you can never see them or avenge them. We are going to let you see and feel the pain of your failures alone, and make sure of this Parker!" Said the Goblin before finishing, "We are going to let you suffer because of those failures, suffer the pain of being truly alone."

"Like hell you will!" Shouted Spider-Man, before reeling back a punch, intent of breaking the tube surrounding him. That was until his muscles locked up, and he fell to his knees feeling more tired than ever. He forced himself to look up, seeing the kneeling body of the Green Goblin, seeing the blood forming from his nose dripping from bellow his mask.

"Ah, my dear Spider, did you think that that punch was only for show?" asked the Goblin. "No, you were infected with a powerful toxin, you can thank to Kraven the Hunter for that, but don't worry, you will survive, after all, you can't suffer when you are dead. But you will not be able to move for a few minutes, with your resistance I'll reduce it to one minute, which is all that we need to send you away."

"We're almost ready to get rid of this annoying pest!" said the Doctor, already savoring the success of the plan.

"Well, this is where we say good bye, Parker" said the Goblin before standing up, and turning around, giving his back to the downed hero. "I would say that I'll see you later, but we both know that that would be a lie." He finished before again laughing like a maniac.

'No! It cannot end like this! I have to move! I have to break out of here and stop them before they hurt anyone else!' Thought Spider-Man, trying to get at least one of his fingers to move, trying to get out of the tube, but none of his muscles were responding to any command, he could only see as the Goblin walked away and the face of Doc Ock, still grinning. He couldn't even talk, couldn't even say anything to at least distract them.

"Good bye, Spider-Man!" said Octavius. Before he saw the tube filled with a bright light, having to cover his eyes from them.

Goblin, who didn't turn around to see his greatest enemy disappear, got on his glider and began descending the ship, ready to steal more ISO-8.

When the light died out, Doctor Octopus saw that there was not a single thing that could say that was Spider-Man was there. He grinned again, thinking to himself 'Spider-Man no more.' And start turning off the machine.

Peter Parker was having the worst day of his life right now. He saw the death of his Aunt and now he's been transported to God knows where.

He started to feel numb, which was better than not feeling anything at all. And finally started to move again, letting his eyelids rest over his eyes, since they were open throughout the whole minute he was still. After a few seconds, he opened the again, and pushed himself to a sitting position, too tired to even stand up immediately. He looked around, and saw that he was in the clearing of a forest, huge trees being everywhere he looked, in the middle of the night, clear from how dark everything looked. He forced himself to stand, much to the displeasure of his muscles, and stretched, making his arms go as high up as they could go, making a few 'pop' sounds from the sudden stretch. He looked up, and saw the moon. Or rather, he saw what happened to the moon.

He saw that it was shattered, some pieces of it having been cut from the rest, which looked like a normal moon, although the shattered parts appear to be held by the gravity of the moon itself. Peter stared at it, for a long while in disbelief, clear from the way his lenses were arched upwards as he stared at it with really opened eyes, that disbelief turned in to panic as he finally processed everything that has happen throughout the day.

His panic let him feel the pain and exhaustion that he was in. He let himself fall to his knees, while still staring at the shattered moon, with his mouth hanging low, letting him let out a couple of hard breaths as his exhaustion finally caught up with him.

That panic let him scream one more thing. "Osborn!" he shouted at the moon, a shout so powerful, that anyone near would be holding their ears in pain. He let that scream out before falling unconscious, letting the exhaustion take over. The last thing he saw was the grass moving gently with the wind, before everything went black.

A.N.: Oh my god! This chapter took a lot longer that I would have ever thought it would. It went through two of my computers before I could finally finish it.

So hey everyone reading this, I would like to say welcome to my first of, hopefully, many fanfictions of mine and, also hopefully, the first of many chapters to the story.

I don't plan on making this too far from the plot in RWBY, but I think some stuff are going to have to changed.

So a few things, I haven't decided if there are going to be couples, and, if there are, I don't who are going to be. I plan on making Peter a part of team RWBY, hence the title. The Peter I want to go with is the main variant, Universe 616, but he will be younger because I want to make him a student in Beacon, but he would have some stuff that happened later in his superhero carrier, like the Future Foundation costume and some other stuff. And, lastly, I don't plan on Peter to have any weapon, since Spider-Man doesn't use weapons apart from his web-shooters, and since he doesn't want anyone to tell that Peter Parker is Spider-Man, he won't be using those either.

Hope you enjoyed the first chapter.

Cheers!