Disclaimer: I do not own Spiderman or RWBY

This story will largely be focused on Spiderman and Ruby's point of view. There is going to be a bit of a mystery involved in the story as some heroes and villains will begin to appear in the RWBY world with no memory of how they got there so the question will be to answer how they got there in the first place.

Prologue

Peter Parker opened his eyes and saw the blue sky above him "Oooowww, my head. What happened? Last thing I remember was Flash making his dumb jokes right before class…"

He stopped as he looked at his hand, his gloved hand, and looked at the rest of his body noticing the costume he had on and the rips in it "What am I doing in my costume? And was I in a fight? Why don't I remember anything? And last but not least where am I?"

He stood up and limped over to the side of the building

"Well, I'm definitely not in Kansas, that's for sure" below him were people and building that looked similar to what you would see in Victorian era pictures.

"Was I sent back in time? Is Kang involved?" he asked alarmed "Wait, why in the world would I be fighting Kang on my own? Where are the rest of the Avengers? And why do I keep talking to myself?"

He looked at the people on the ground again "Hey, Wait a minute now" he said.

The people and buildings may have looked old but the technology looked advanced. Some people had hand held machines like cell phones and there was what looked to be a military patrol out on the water and with his enhanced vision he could see what appeared to be androids on the boat and a couple of girls just came out of a clothing store and one of them had… were those bunny ears?

"Ok, so maybe I'm in a completely different dimension. Great, just great. What's next?" he said only for him to hear an explosion in the distance.

"I had to ask" he said as he face palmed.

"Might as well go see what's going on" he said beginning to run over the rooftops in the direction the explosion came from. The buildings weren't high enough in this part of town for web swinging.

He arrived in time to see a building on fire.

"So, a burning building and no fire department in sight" he said before jumping towards the building "What are they on vacation?"

In all honesty he could hear the sirens in the distance with his enhanced hearing but they didn't sound like they would get here anytime soon and there may be people trapped inside that he needs to help.

So he quickly leaped on the building and began to crawl up to a window with shocked cries coming from below him.

"Who is that?"

"Is he a Faunus?"

"Last time I checked Faunus couldn't crawl on walls"

"Well he's definitely something because I'm seeing it"

"Maybe that's a semblance"

Semblance Spiderman thought hearing the word and deciding to remember it alongside the word 'Faunus'.

He jumped through the window and into the burning buildings. The fire was mainly worse below.

He put his hand to the wall and began to use his Spider Senses to try and detect the presence of another person. He detected only one and by the vibrations he felt through the building he figured it to be a young child.

As smoke began to cloud the building Peter ran through the hallways in the direction he felt the person. When he got in the immediate area he began looking around for signs of anyone.

"Is there (COUGH!) anyone here?"

He heard a squeak from one of the corners followed by a sob. He ran over and pulled back a collapsed bookcase revealing a young girl of maybe 4-5 with animal like features similar to the the rabbit girl he had seen on the street earlier.

"Don't worry I'm a good guy and here to help"

The girl didn't look convinced.

Reluctantly Peter pulled his mask above eye level to show the girl his face. "Look see not a monster it's a mask" he pulled the mask down and stretched out his hand. After hesitating a moment the young girl took it.

"Okay" Peter said gently "Let's get you out of here"

With that he began running towards back down the hallways towards the window as the flames began to rise around them. He pulled the girl closer.

"Hang on!" he said as he saw the window.

He ran towards it at speeds of 200 mph before jumping out.

To the onlookers they had never seen anyone move that fast or jump that far before aside from a few huntsmen or huntresses.

Moreover instead of landing on the ground hard like a Huntsman would, he landed gently with no sound, almost like a feather.

He set the little girl down.

She looked up at him with big eyes "Who are you?"

"Just your friendly neighborhood Spiderman!" he said as the Fire department arrived.

Seeing the responders arrive and deciding that they could handle it while he took some time to think over his situation he swung off into the distance.

After swinging for a while he landed on a rooftop before he began to pace.

"Okay first things first" he started talking to himself "I wake up, obviously after a fight judging by my clothes, with no memories of how I got into another dimension and I do not appear to have any head injuries"

He stopped and looked at himself "Costumes not too damaged, might take me a few hours to fix though, belts still in one piece though…"

His eyes widened "My belt!"

His belt that he wore under his costume was used mainly to hold his camera and web cartridges. Thinking he could maybe get an idea for what happened by checking his pictures he checked his belt only to find a storage area that hadn't been there before.

"When did I build this into the belt?" he asked himself before checking it's contents.

His eyes went wide at his discovery of a card

"I'M AN AVENGER!" he let out in a fan girl like squeal at seeing the Avengers ID card with his picture on it.

"Wait, when did I become an Avenger because that's one thing I would really like to remember" he said as he scratched his head.

He started tapping the card "Okay how do I turn this thing on"

"Welcome Spiderman" the card said as it brought up a menu

"Okay, so that worked" he said "Now Contacts and… Iron Man"

The card started doing a calling noise before saying "Unable to reach Iron Man, no connection to Stark Satellite"

Peter groaned "Then I guess that means I won't be able to get in touch with the rest of the Avengers"

He looked at his surroundings "I suppose I might as well try to find somewhere to stay tonight" with that he begin to transverse the city in search of a change of clothes, food and maybe a job by a loud mouth newspaper editor in chief with a deep hatred for spiders.

On that last note he probably never would find anybody like J.J.J. here.

At Beacon Academy that night

"Intersting" Ozpin said as he looked at the latest news article. It showed picture and footage of a strange young man dressed in red and blue with a spider symbol. The news reporter was talking about the incident where the strange hero was saving a young girl. Many of the theories that were being presented were that he was some kind of Faunus with an incredible semblance that boosted his physical abilities.

Ozpin didn't buy any of this. For one thing he had never seen or heard of an insect or arachnid Faunus aside from the few scorpion Faunus and semblances related to a persons physical ability always left a visible sign. His mind drifted to one of this years incoming students and Qrows niece, Yang Xio Long who when she manifested her physical Semblance her eyes turned red and her hair became a fiery golden color.

'No' Ozpin thought 'this is something different, something new'

He then noticed that he had an incoming call from Qrow.

"Yes Qrow what is it" he said as Qrows face appeared before him "For you to be calling me out of nowhere like this I must assume that it is important"

"You could say that" Qrow said "Although this has nothing to do with 'you know who'"

Ozpin raised an eyebrow. He was surprised this had nothing to do with Salem, so then what was important that Qrow would call him out of the blue on the priority line.

"So what is it?"

Apparently the locals of a nearby town said they saw a giant floating island appear out of thin air before crashing in the forest"

"Some floating island" Ozpin said humorously

"Yeah well, me and General Ironunderpants" Ozpin hear someone growl Qrows name irritably from off screen before Qrow continued "Were having a meeting when we got the call to come check it out. When we got here we were expecting to find something like a downed airship or something else that the locals that may have mistaken for an a floating island, we weren't expecting what we found" Qrow finished

"And that would be?" Ozpin asked

"Take a look for yourself" he then turned the screen so Ozpin could see a massive airship about 4x the biggest one the Atlas military had. It had 4 massive turbines on the side. Ozpin leaned forward in his chair, interested.

"Any crew membes?" he asked

"All except for one was dead and he's currently in a coma and we don't know when he'll wake up" Qrow said "Look Oz the stuff we've found in this thing is super advanced. The Atlas techs are already drooling over it. What do you think this means Oz?"

Ozpin leaned back in his chair before looking back and forth between what Qrow was showing him and the news report about this 'Spiderman'.

"I think it means that things are going to get interesting soon"

One week later.

Peter walked to the streets of Vale in some civilian clothes he had managed to get a hold of. He had continued going out as Spiderman at night while looking for a job during the day. Sadly nobody seemed eager to hire a 15 year old teenager. Apparently the people of this world cared a lot about education, you even had to get a recommendation from your previous school to get into another school and since Peter had never attended school in this world that meant he had no one to give him a recommendation.

On the bright side he now knew a lot more about this world than he had previously. He now knew that the Faunus were people who were half human half animal beings that for some reason there was a decent bit of discrimination against, similar to the Mutants back in New York. Semblences were a special power that a person could have unlocked and were mainly used by Huntresses and Huntsmen. He wondered if this Aura stuff was similar at all to the Chi Iron Fist or used by Dr. Strange's magic.

As he continued down the street his Spider Sense blared as he quickly turned and grabbed a fast moving projectile that just about crashed into him as he caught a smell of roses. Peter quickly noticed that other than the initial impact the object was incredibly light. He opened his eyes and looked at what he was holding up with his hands.

His eyes met a pair of grey ones

"Hi" the girl said "Can you let me down now?"

Peter jumped back as he let the girl down.

"Thanks" she said as she dusted herself off "Your strong are you a Huntsman in training too?"

"Um, not exactly" he said "I'm not that strong" he said trying to brush it off

"Of course you are, you held me up like I was as light as a feather"

"Are you calling yourself fat?"

"NO!?" the girl said defensively "I'm pretty sure I am of average weight at least. I just meant that you are really strong to catch me and pick me up like that!"

Peter tried to change the subject "So what were you doing running that fast?"

"Oh I was running from my sister Yang" she waved her hand like it was an everyday occurrence "We ran into each other and one thing led to another and she tried to give me noogies so I decided to get out of there. By the way sorry for running into you" she said "I haven't completely mastered by semblance yet. But enough about that my name is Ruby Rose!" she said

"Peter Parker" he said extending his hand.

"Nice to meet you" Ruby said shaking his hand

Elsewhere

After Ruby had run away from her Yang had decided to hop on her motorcycle and take a drive. She was heading through the country roads, nothing out of the ordinary when somebody with a strange object on their arm stumbled out of the woods right in front of her.

"Watch out!" She yelled as she swerved to avoid hitting the man with her motorcycle sliding against the ground.

"What is wrong with you!" she yelled angrily but stopped when she got a good look at the man. His clothes were tattered and he looked like he hadn't eaten, drank or slept in a while. "Are you okay?" she asked as she took a tentative step towards him.

The man looked at her before collapsing. Yang rushed over to the man to check if he was still alive. After making sure that he was she ran back to her motorcycle and got her water bottle and brought it over to him "Don't worry I'm going to get you some help. What's your name?"

The man looked her in the eye for a moment "My name is Captain Steve Rogers" and with that the man passed out.

In another Darker location.

Victor Von Doom had woken up with his armor torn, dented and scratched badly from what he could best guess was a massive battle. That was a month ago and so far he was still stuck in this strange place. That was a month ago.

One of the first things he noticed was that he was surrounded by black creatures with white bone like 'masks' on their face. They growled as they came closer.

"Away from Doom you inferior beings!" he said as he waved his hand and energy came out disintegrating the creatures on the spot.

"Impressive" a female voice said "Not even many professional Huntsman could have wiped out two dozen Grimm as easily as you did. I'll admit you interest me"

Doom looked at the newcomer with an analytical gaze as she continued.

"I've been watching you ever sense you arrived I detected your presence nearly a month ago. At first I thought you were some poor person who had somehow gotten lost and been lucky enough to get deep within my domain but after observing you I saw that you were no Huntsman and that you did not know where you were or how you have gotten here" she said "I would be most interested in talking with you, learning more about you and where you came from as well as potentially an arrangement that would be mutually beneficial" she eyed Doom with interest, waiting for a response.

Doom quickly thought of his current situation. He was in an unfamiliar location with an unknown person of unknown power. He wasn't dumb enough to just refuse an offer like what she was making given his current situation.

"Very well" he agreed "I am Victor Von Doom"

"I like the name" the woman said "I am Salem"

Okay that's done and over with.

So heres the thing, some Marvel heroes and Villains have arrived in Remnant with no memory of how they got there or the reason why they have battle scars to their clothes. So they have memory loss of an unknown period of time and they will eventually run into each other and the mystery of how they got there will be discussed as time goes on. Now I already know how I'll have them end up in Remnant but if you have a guess then let me know, I want to see how close you'll get.

As for Peter unmasking to the young child, remember that he is still inexperienced in the hero stuff in this story and I got the idea from Batman Beyond where Terry unmasks in front of a young boy.

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Thank you for reading and have a nice day!