Chapter 1: Along came the Spider-Man

Beta Reader: Maestro Of Madness

Thanks to his help my first chapter is much better. If you have the time make sure to check his stories too. Thank you!

The Kingdom of Vale never sleeps. People were still walking on the kingdom streets, drivers were honking their horns at whoever crossed them, and stores were still open at night trying to get more customers before closing shop.

"Ok, that's the last of it." A boy with blond hair said while putting away the last shipment of Dust inside the store.

"Thank you, Jaune." The owner of the store said while giving the Dust driver his signature.

The driver double checked the paperwork before giving the old man a nod of thanks and driving away.

With the driver gone the owner and his clerk walked back inside the store to get the new shipment of Dust on the shelves for the next day.

"Ahhh, I'm glad we didn't get too much today. I'm not sure if I could lift another crate." Jaune said to his boss.

"Good thing too," The old man checked the time on his watch before looking back to his employee. "Why don't you check the front of the store and man the counter? I'll do some inventory on what we got before closing."

"You got It, Mr. Macarren."

Walking back to the front of the shop Jaune stepped behind the counter and checked how much was made today. Right when he was finished with counting the lien the front door bell rang, signaling a customer has entered. Putting back the money Jaune looked at the new customer wondering why they would be here at this time of night.

What he saw was a small girl dressed in black with red corset frills giving off a gothic look. The most prominent garment on her was the bright red hood obscuring most of her face, making it harder for him to see what she looked like. He thought that she must be here to look around but was soon proven wrong when he spotted what looked to be an ammo belt hanging around her thin waist with a large rectangular object poking out behind her back. The cashier knew not many people wear clothes like that, especially around his age that carries weapons without getting arrested.

She's a Huntress...

Just the word itself made Jaune's smile instantly turn into a frown. As soon as the word passed through his head he banished it from his mind and gave her his best smile to welcome her for entering his boss's shop.

"Hello ma'am, do you have anything in particular you want from us? We just got a new shipment of Dust, so I'm sure we can provide you with whatever you need."

The girl in the red cloak looked around the store before shifting her sights back at the blonde's bright sapphire eyes peering into her silver ones. The small eye contact was soon cut short when she looked down at the counter before speaking.

"Um, do you sell the latest gun magazines?" She asked.

"Just a few shelves down and you'll see our weapons catalogue. Hoping you might find something you like?"

The question seemed to make her a little more social as she pulled down her hood and spoke to him in a less nervous manner.

"Just checking to see what new weapons are out." She seemed a bit more excitement now that they were talking about weapons.

"Oh, so does that mean you're a huntress?" Se must've found the question amusing as she giggled before scratching her now red cheeks.

"No, I'm only in training. I'm currently on my way to Beacon." The words seemed to give the girl some confidence in her voice as she started to get more comfortable speaking with the boy behind the counter, though it seemed to have the opposite effect on the young man.

Beacon...

Jaune took a slow breath before speaking to her again. He made sure his voice didn't show what he was starting to feel tense himself.

"Wow, you must've done something spectacular if you're enrolling to that school." He tried his best to fake his enthusiasm.

Her face became even more enflamed, causing her arms to flail around in embarrassment.

"No, no, I'm just a normal 15-year-old girl. There's nothing really special about me."

"Your 15?!" This time it was Jaune's turn to be surprised. The red colored girl stood frozen, like a deer in head lights.

"Y-yes." She said as her nervousness started coming back.

"Man, Beacon's going to be an interesting year. I hope you'll enjoy your time there." He tried to give her a small, reassuring, smile. Seeing as the girl's still silent the cashier used this opportunity to introduce himself.

"I'm Jaune Arc. Nice to meet you miss..."

"Ruby. I'm Ruby Rose." She said while also reaching for his hand and giving him a hand shake. With her name now known, Ruby lifted her hood off her head to show her young pale face and short red tinted black hair. Seeing her entire face Jaune noticed how cute she was.

"Well, Ms. Rose, you must be really excited to be learning in Beacon." Jaune said as he brought his hand back to his side.

"Yeah, I always wanted to become a Huntress. It's been my dream since I was a kid." She seemed to be proud of her acceptance.

Me too...

"Well, I know you're going pass whatever they throw at you. You're going to do amazing at Beacon." His compliment caused her blush to return to her cheeks.

Ruby never got complement like these from boys. They usually go to her older sister, but now that she's getting one it made her even more embarrassed then usual. She pulled her hood back over her head again and tried to conceal her flustered face. She wanted to say something, but her words keep getting stuck in her throat as she stood in silence.

Ugh! Curse my social awkwardness! Please let something happen to stop this awkward silence!

"Jaune, I need you to move some boxes for me." The Dust owner came out from the back while looking at some shipment papers.

Oh, thank goodness!

Noticing the customer at the front he set aside his clipboard and gave her his friendly welcome.

"Sorry for interrupting. I'm Mr. Macarren, the owner of this shop. Is everything to your liking?"

"Oh, yes, Jaune just helped me so I was just having a normal conversation. Yup. Normal." Ruby seemed glad that there was someone else here to make it less weird for her when talking to Jaune.

"Well I'm glad he could help you with what you needed. Jaune, I finished the inventory I just need you to move some boxes for me. You know these old bones can't lift like they used to." The old man said making Jaune and Ruby laugh at his joke.

"Yes sir." Jaune said before vanishing into the back of the shop.

"Is he your only worker?" Ruby asked the owner.

"Yup. Honest boy, gave him this job as soon as I heard what happened to Ben." The man said in a somber tone causing Ruby to wonder who this 'Ben' is before deciding not to push further in to personal matters.

"So, is there anything else you need, little lady?" Just as fast as the gloomy moment came it left when the old man smiled at Ruby as if nothing happened.

"No, just needed to check some weapon magazines. That's all."

"Ok, if you have any more questions just let me know."

"Thank you." Ruby made a quick turn and went to the magazines, disappearing from the owner's view.

Seeing as she's the only customer Mr. Macarren left the front counter and flipped the sign on the window from 'OPEN' to 'CLOSED' and went back to the counter to get ready for whatever the girl needed to buy.

As he reached the counter he heard the front door bell ring followed by several footsteps. He didn't want to be rude to his customers, but even he needed to be assertive whenever people decide to enter when the stores closed.

"I'm sorry but we're cl-" His words immediately died in his throat when he saw several armed men with guns and axes, wearing red sunglasses and bowler hats. He immediately raised his hands in the air.

"The lien's all there," The old man pushed a button on the register causing the cash drawer to open, revealing the money. "Take it. I don't want any trouble." He said in an evenly tone hoping to hide his fear.

"We're not here for the money." The man in the center of the group said. "We just want the Dust." Turning to face his crew, he flicked his head at them to get to work before looking at the old man and making sure he won't do anything stupid.

"Anyone else here?"

"N-no, just me." He said, hoping the girl saw them before they did and left from the back of the store. He hoped Jaune did the same, but hoped Jaune was trying to contact the police before the thieves left with the Dust.

The man's reflected shades stared at the old man for a few seconds before turning back to his fellow thugs.

"Done yet?" He asked them.

"Almost we just need to check the-"

CRASH

The sound of something breaking caused the armed robbers to draw their weapons as the old man to visibly shook.

"You said you're the only one here." The leader of the group said while pointing his gun at the Dust owner.

"I-I'm telling the truth, I swear." The old man said while wiping away his sweat forming around his head.

"One of you, check in the back."

With a quick nod one of the thugs went to the back of the Dust shop to make sure no one else was working, causing the Mr. Macarren to start breathing irregularly.

"Wait!" He shouted trying to stop the man from entering the back, but was soon stopped when the leader pushed him back to the counter.

"I'd think twice if I were you." To make his threat even more real, he cocked back the hammer of his pistol and pointed it at the owner to show he wasn't afraid to take a life this night.

"Please, just take the lien and the Dust," He begged. "I lied about me being the only one here ok. I have a kid that works here, and he has an aunt that needs the money, so please don't hurt h-" The old man was struck by the gangster's pistol. The elderly man brought a hand up to his now bleeding nose as it started to overflow off his hands and onto the tile floor.

"Shut. Up. I'm starting to reconsider if I should let you live." Using his pistol, he lifted the old man's chin so that he stared into his crimson reflected lenses. "As a matter of fact," The cold barrel kissed the old man's forehead. "Why should I even care?"

"HEY!" A voice yelled out from the back of the store. The leader turned his pistol to whoever shouted, but before he could fire his eyes were clouded by rose petals, followed by gunshots and screams.

If Ruby Rose had to sum up her entire month with one word, I'd would be 'Unlucky'. She tried to find her sister, only to find her causing a massive bar fight. Then the week after that, she stopped a Dust robbery, but the criminals escaped, and she was the one in the police station being asked questions rather than the thugs who were captured. That was a week ago and now here she is again stopping another Dust robbery from happening. She was glad she had the element of surprise this time. It gave her enough time to use her Scroll to alert the authority's.

She hoped she could take them down when they were about to leave and not risk them taking a hostage, but that was ruined when a loud crash was heard coming from the back of the shop.

Jaune!

The rest of the group pulled out their weapons with one of them leaving the group to find out who caused the noise. The soon to be Beacon student was now even more anxious on what their next move is. If they find Jaune it'd make it even harder for her to stop them from escaping if they decided to use them as a human shield. As soon as the old man moved to stop the crook he was stuck by the leader's pistol. Seeing the man struck caused Ruby to replace her anxiety with anger.

As soon as she saw that she decided to move out of her hiding spot and use her Semblance to stop the crook from pulling the trigger. She knew she should've waited for a professional Huntsmen to arrive, but she couldn't just stand around and do nothing when people are suffering.

"HEY!" She screamed is hopes of diverting his attention away from the old man.

The thug turned in her direction as she activated her Semblance and used her body to push him away from the shop owner as a cascade of rosses obscured everyone's vision.

"Are you ok?" She turned to the owner with a concern seeing so much blood.

"I'm fine." He said nasally. "But Jaune's in the back."

"I'll get him." She was about to stand up but was stopped when the old man grabbed her arm.

"I'll go get him, you handle the crook." He told her. "Don't argue with me, you have to stop these guys."

Before she could tell him to stop he got on his feet and dashed to the back of the store to get his employee out of the fray, leaving her to handle the rest of these goons.

"Are you ok?!" One of them asked.

"Shut up and get the Dust! We're leaving! We can't handle a Huntress!" The thug Leader ordered his men to move as the red girl prepared to stop them from stealing any more Dust.

Using her Semblance again, she dashed to the group of criminals holding cases of Dust, transformed her weapon to her scythe, and with the shaft of her weapon swiped the cases way from them. She fired behind her to use the momentum to push them out of the Dust shop and into the open streets. She thought that with open space she would have more room to move with her scythe, but what she didn't know was that there were more thugs waiting outside.

"Get her!" One of the crooks yelled as the rest charged her with reckless abandon.

Ruby counted half a dozen in total, each holding axes, pipes, and pistols. She knew that she can hold them off, but she also needed to make sure they don't go back inside the shop to take the Dust. So, with a quick flick of her wrist, she readied Crescent Rose.

The crooks used their numbers to overwhelm her, but they were soon pushed back when she shifted her weapon into its original form and started to unload round after round at them. Each round aimed at their weapons to disarm them before she quickly appeared close to their guard with her changed weapon and sent them flying away from the store.

The crooks weren't organized and tried to attack with clumsy strikes and use of numbers, but with her Huntress training in use it soon became a battle of nutrition with the thugs already losing their stamina. It seemed as the battle was soon to be over when the sound of a Dust round was fired, bringing the fight to a halt.

"I'd drop my weapon if I were you!" Said the thief while holding a pistol to the old man's head.

Dang it! I forgot the one at the back of the store!

"I said drop it!" To show he means business be kicked the back of the old man's legs, causing him to get on his knees with the pistol now aimed at the back of his head.

She could try and shoot the weapon out of his hands, but she didn't want to risk the chance of the thug still being able to pull the trigger. With a frustrated growl she formed her scythe back to its holster state and place it on the ground next to her.

"Kick it over here." He ordered her.

Sorry Crescent Rose.

Doing what he said, Ruby kicked Crescent Rose near the old man and placed her hands above her head to show her that she was harmless. As soon as the weapon was away from her the rest of the criminals went back to the shop to get the Dust with only a few staying behind to watch over the hostages.

"You hurt?" The thug with the gun asked his leader.

"Just my pride," He said while wiping off the dirt from his bowler hat. "Did you find out if anyone else is there?"

"Just the old man." To add insult to injury he pushed the old man on the ground. The owner of the store to groan in pain at the rough treatment.

"Just you wait. Jaune's coming back with the police. You might as well give up." The old man said to them while trying get back up. Before he could a shoe slammed down on his back. Ruby was about to activate her Semblance again, but stopped when the gun went back to the old man's head.

"Just stay where you are, Red." The leader said while picking up an axe from the ground. "I'm sure you'll know what will happen if you decide to play hero."

Walking to the Huntress-in-training the thug raised the axe above her head. She decided to close her eyes and await the incoming strike.

I'm sorry Yang, dad, uncle Qrow.

"This is what you deserve for trying to play hero!"

TWIP!

Before the axe could to touch her a thick tread of webbing shot out of nowhere and stuck itself on the axe. With a strong yank the strand flew back along with the weapon as the man holding it stared at his now empty hand.

"WHO'S THER-MMFFF!" Just as he was about to shout a second string attached itself on his mouth causing him to pull at the web. As he was pulling the web with all his might another shot of webbing latched itself to his hands, making it impossible to break free.

"Didn't anyone ever tell you not to hit a girl. Especially if it involves sharp objects." A disembodied voice spoke, causing the other crook holding the gun to panic.

"Who's there!? I swear if you don't show yourself I'll make sure this old geezer's brain touches the pavement!" The robber screamed out.

"Ok, if you insist."

The crook was expecting the police or a Huntsman to appear before him, but was surprised to see some weirdo jump off a light post wearing nothing but a bright red jumpsuit with large white compound eyes and a blue sleeveless hoodie with a slanted spider symbol on his chest.

"What's with the get up?" He asked before pointing his gun at the masked stranger walking towards him.

"Really? The suit with the spider logo not ringing any bells?" The masked man kept walking to the armed criminal before stopping a few steps away, making it easier for the gangster to fire his gun at the masked freak if he decided to stop him.

"I said, who are you!?" His patients was running low. The masked figure puffed up his chest and placed his hands on his waist.

"I'm Spider-Man." He said in a deep and menacing tone trying to scare the criminal even further, but instead it made him look more confused.

"Who?"

Spider-Man let out a loud sigh before dropping his arm from and placed a hand on his face.

"You know... the friendly neighborhood wall crawler." The criminal still looked confused as to who he is. "I've been on the news a few times! Well, on Scroll videos, but I'm well known 'round her- you know what? Why am I explaining this to you?"

He went back to walking up to the crook. The thug's trigger finger got tighter around the handle and fired several rounds of Dust into strange man's chest.

BANG! BANG! BANG! BANG! BANG!

Each round was aimed at his chest, and each round missed its mark as Spider-Man dodged each shot with ease. Each time faking his fear while the gangster screamed in frustration.

Holy smokes he's fast!

Ruby stared in amazement at how quickly he dodged those bullets at such close range. Even with her speed she still needed time to get ready, and yet he dodged each one with little to no effort. After the last round was fired the man called Spider-Man pointed his hands at the criminal as though he was about to punch him.

It caught both the robber and Ruby off guard to see that the same webbing that stopped the first robber come out of his wrists and cover the gun with the sticky fluid. The masked man tugged his webs back with the gun now in his gloved hands, leaving the robber completely defenseless.

"That'll be no more of this, thank you very much." Spider-Man snapped the gun in half and tossed the pieces away.

"Please, don't hurt me." The robber begged.

"Relax," The wall crawler said before shooting a web at the criminal's hands and legs. "The police will take care of you guys. I'm just making sure you're all tied up in a nice webbed bow."

"Shit! John! Mark! Where are you guys? There's a freak in a jumpsuit trying to stop us!" The criminal screamed to his friends to try and get the rest of his crew to bust him from his restraints, but was only answered by barely recognizable groans inside the store.

"Ohhhhhh, so that's their names." Spider-Man struck his fist into his open palm. "In my head I keep calling you guys 'thugs', 'crooks', and 'criminals'. it was getting really confusing for me since you guys all dress the same."

As soon as he said that the cops started to arrive. The arrival of reinforcements sent a calm wave to spread over Ruby's body and a sigh of relief to leave her.

"MMMMPFFFFF!"

"Oh yeah, I almost forgot about you." Spider-Man seemed surprised that he forgot another robber was here.

Seeing that the spider was walking towards him the robber with the web covering half of his face decided to make a break for it. He only took three steps before Spider-Man's web grabbed both his legs, causing him to fall face first on the street.

"Wow, that must've really hurt." Spider-Man wrapped his webs around the downed criminal. "Oh, and if you're wondering where the rest of your posse is, they're in the back wrapped up and ready for the cops."

To show that he was right the sound of sirens were heard in the distance. The police cars were getting closer to the crime scene with the thugs waiting for them to be sent to jail.

"That's my signal to leave. Have fun at prison, fellas." Spider-Man extended his hand out to one of the tall buildings and was about to shoot off a web before he heard someone wheezing in pain.

"Wait, please wait." The old man said while coughing into his fist. "Have you seen a young boy with blond hair?"

"He made it to the police and is waiting at the station. You don't have to worry about him." Spider-Man reassured the Dust store owner. As if a huge weight was lifted off him the man grabbed the wall crawler's hand and shook it repeatedly as a sign of gratitude.

"Thank you, thank you very much for saving me." He said with tears of joy leaking from his eyes.

"Any day sir, any day." Spider-Man shot a web to a nearby building and web swinged away from the now the thankful civilian and the still stunned Ruby Rose.

Ruby's shock soon passed. She quickly ran to her weapon and headed inside the store to make sure none of the crooks escaped, but like Spider-Man said the thugs that were trying to steal the Dust were hanging upside down, wrapped in webbing with a small note written: 'Lost gangsters, need a home. Preferably the police station. Thank you, Spider-Man.'

A superhero.

That word echoed in her head, trying to come to terms with what she saw this night. She was supposed to handle a situation like this. She did encounter a situation like this not too long ago, and yet as soon as they took a hostage it spiraled out of control. Her dad and uncle would scold her for what happened, they taught her better than this, she knew better than this. And yet, as soon as she was disarmed she was at their complete mercy.

A superhero saved me.

It was as if the comics she read as a kid came out of the panels and sprang into action to stop evildoers. She'd never seen or heard of anyone actually dressing up in a costume to do this in real life. Yet what happened just a few minutes ago made all her talks with her family about superheroes completely vanish when a spider themed hero came out of nowhere and saved them in their time of need.

I can catch up to him, see if he's the real deal.

With her speed Semblance she could do that, but the image of the old man with tears of joy and relief in his eyes made her stop her train of thought.

Thank you, thank you very much for saving me.

The thought of her chasing after him was immediately discarded as the elderly citizen's well-being came first.

She wanted to be a Huntress to help people from terrible misfortune and defeat the Grimm, just like her dad, like her uncle, her older sister...

Just like my mother.

Her question can wait. If she knew heroes like they usually are in the comics, then she'll meet Spider-Man whenever trouble arrives to harm the innocent. And maybe, just maybe, she can do her own personal investigation involving this hero and his exploits when she's studying at Beacon.

Can't believe they think I was a Huntsmen. Even I know a Huntsmen won't be caught dead wearing a get up like this.

Web slinging for the past five minutes the wall crawler made sure to stay above ground, so the police won't spot him while they handle the rest of the goons tied in Mr. Macarren's shop. It was supposed to be a simple night with inventory and stacking shelves, but then they had to show up and ruin everything.

Oh well, more web pics for the Spidey. I'm sure these pictures will get me the extra lien I need for next month's bills.

Finally landing on the roof of a three-story building, Spider-Man grabbed a camera that was webbed on the side of a wall pointed directly where the action took place just a few moment ago. Checking to make sure the photos are in clear resolution, he jumped off the roof and slowly descended to the floor without causing too much noise for anyone to notice him.

Some might think that I'm a glory dog for the attention, but they should understand how hard it is trying to put food on the table.

Sensing that no danger was nearby, the hero finally removed his mask, ruffling his blonde hair to get back to its original messy style. His blue eyes scanned the dark alley way to locate his clothes. Ever since he ran away from home to move to Vale the young teen hoped that being accepted to Beacon would finally be his chance to achieve his dream.

To become a hero.

What he didn't account for (or simply ignored) was when Beacon rejected his letter, causing him to spiral into depression and wander the streets of Vale wondering what happens next. Thankfully an elderly couple took pity on him and decided to take him under their roof in hopes to get him back on is feet.

Their names are Ben and May Parker, and Jaune was forever indebted to their act of kindness to let someone like him to enter their lives.

Ok, I know that I left them... bingo!

Reaching behind an over encumbered dumpster, Jaune grabbed his normal attire wrapped in his webbings and ripped it open. He pulled out the normal attire and covered his spider costume with them.

Thank you, night vision. I'm sure a normal human wouldn't be able to walk in a straight line like I could.

Ever since the rejection from Beacon Jaune was trying to look for a stable job to help Mr. and Mrs. Parker with the bills, so when on a job hunt he found a position for a janitor at a science lab that studies animal biology. Turns out one of the animals, a spider they were experimenting on, had escaped and just like his luck it decided to bite him before dying in his hands.

Alright, I should get back to the station and wait for Mr. Macarren. I don't want him to wonder where I've been If he doesn't see me there.

It started out slow. He could stick to any surface, produce organic webbing, night vision, strength, speed, and incredible agility. Every day it seemed that he learns new things about himself and it was all thanks to that spider that bit him. This was his chance, a chance for him to become what he wanted since he was a kid. The only problem is that Vale doesn't take kindly to vigilantes, so every time he dawns his spider persona and does some good in the kingdom they call for the police to try to put him behind bars.

I'm starting to wonder why there's so many thefts all over Vale. I should probably take tomorrow off, try to figure out why there becoming so pro-active all of a sudden. I don't want anyone to endure the same harassment Mr. Macarren had to go through.

With his mind set to figure out what's happening In Vale, Jaune ran out the alleyway and sprinted back the police station before his boss arrives. Being himself was the easy part, being Spider-Man and saving people while keeping his identity a secret was another thing entirely.

Even if 'Jaune Arc', the average everyday guy, couldn't become a Huntsman and help people, 'Spider man', the superhero, could. After all a great man once told him; with great power comes great responsibility.

And Jaune would always live by Mr. Parker's advice. He already failed him once and he would be damned if he would fail anyone else if he has the power to help them.

Hope you all enjoy my first FanFic about Jaune being declined from beacon and found a different way to help people. There are other stories with the same concept about Jaune not getting into beacon so go check those out too, but before you do make sure to leave a comment about how you feel about this story and like and fav if you really enjoy it. Thank you

I know the first question is why Jaune is replacing Peter Parker being spider man and the reason is that I wanted Jaune to another way to be a hero, even how he got it might not what he expected he still has the same morals at Peter parker making him an excellent character for the role.

Another is Jaune's intelligence and powers. I know that he is smart and good leadership instinct, but he is not genius level then Peter and his inventions. So I decided to use Peter's clones Ben Reilly and Kaine's abilities to make Jaune be spider man in my story. I will have Jaune go to school of course, someone his age should still get a proper education even if It's not beacon so he will get smarter as the story progresses.

The costume choice is of course is Ben Reilly's costume the scarlet spider, I really liked his costume so since I was using Peter's clone I decided he should use his costume too, it also fits Jaune's theme with the whole hoodie thing, but replace the color black and the bunny to a blue sleeveless hoodie with a spider instead.

If I left out any more answers fell free to drop a few questions in the comment section and i will answer most of them when the next chapter starts.

All Pictures, and Spider man are owned by Marvel. I do not own Marvel or RWBY.