Up in the Atlas airship, Dr. Otto Octavius was putting the finishing touches to his latest experiment. His multi-armed harness strapped itself around his waist.

"All right then." He said as he slowly made the top-left tentacle move up. "Steady. Steady."

The tentacle picked up a pencil and wrote on a piece of paper. Octavius then picked up the paper and was elated when he saw it.

"Perfect! This is exactly how I write my name! The general's going to be ecstatic when he sees…"

A loud blare interrupted him. He went to the nearby window and looked at the city his ship was hovering over. He saw massive black animals over the square.

"Oh, boy." Octavius shivered. "That doesn't look good. Luckily, I'm up here where it's safe and…"

Otto was wrong. At that moment, he saw a large Nevermore flying straight to the airship. Its beak punctured through the wall and started to attack the screaming scientist.

The alarm sounded all over Vale with smoke coming from the middle of town. Everyone noticed, including Cinder, Emerald, and Mercury.

"You don't think…" Emerald asked.

"Looks like it." Mercury said.

"But that's days away! Cinder, what do we do?"

Cinder glared at the smoke. She then pulled out her scroll and speed-dialed what was read as "QB". She held the scroll to her ear.

"Beck, it's me. There's been a change in plans."

All around town, the city was crawling with Beowulves, Ursai, and a big King Taijitu. Spider-Man and Team RWBY did their part on fighting them while other Huntsmen and Huntresses—including Teams JNPR, CFVY, Atlesian Knights, and some of the teachers—did theirs. In the distance, Spider-Man could see that even Mysterio were fighting the monsters off shooting them with green burts of energy.

"Back off, evil creatures!" he shouted. "You won't harm the innocent today!"

"I can't stand that guy." Spider-Man said. "I swear, if this is all some publicity stunt… Look, girls, you do what you can here. I gotta go see if MJ's okay."

"Wait!" Blake stopped. "There's something you need to know. Torchwick said something that kinda sounded like… I think he knows who you are."

"What?" Spider-Man asked. He was clearly surprised. "How? This isn't good. We gotta make him think differently. But how?"

Suddenly, two familiar boys marched out. One was Neptune and the other was Sun. They showed off police badges on top of a fallen Ursa.

"Nobody move!" Sun ordered. "Junior detectives!"

"We have badges, so you know it's official." Neptune added.

That's when a light bulb went of in Spider-Man's head. "Idea."

Knights were firing, but Electro shot back. Each bolt he shot made them explode.

"Fry, you worthless tin cans!"

"Hey, lightning butt!"

Electro looked behind him and saw Team JNPR approaching him with their weapons.

"Lightning butt?" Ren asked. "Seriously?"

"It was the first thing I could think of." Jaune said. "So sue me."

"Hate to break it to you," Electro said as he pointed his left hand that was charging, "But I don't back down from kids!"

A lighting bolt fired and headed straight for Team JNPR. On instinct, Nora jumped in the way letting the electricity hit her. Electro laughed as he continued his stream of lightning… but that stopped when he saw a fire in the hammer-wielding girl's eyes. And she started walking toward Electro like nothing despite being electrocuted. Electro fired stronger bursts, but it didn't do any good.

"What is this?" Electro asked in a panic. "How?"

"That's Nora's Semblance." Ren said. "She absorbs electricity. The more she gets hit with, the stronger she gets."

"What?!" Electro saw Nora raised up her Magnhild hammer and aimed it straight at Electro. "Oh, fu…"

BOOM!

Cinder, Emerald, and Mercury had just saved a skinny, old man with a silver mustache from a Deathstalker.

"Are you all right, sir?" Emerald asked.

"Well," the old man said, "This is what I get for opening a dust shop instead of following my dream of being a comic book artist." He ran off.

Mercury gazed around until he saw a flash of red. He took a better look and saw Spider-Man swinging and attacking Grimm.

"Got eyes on the web-head." Mercury said.

Emerald's red eyes widened when she saw something on the other end. "And I got eyes on that Parker guy."

"What?" Cinder asked. She looked where Emerald was looking and saw Peter Parker hugging Mary Jane Watson. The two of them ran off somewhere to hide.

"Does that mean the whole Parker thing was wrong?" Mercury asked.

"We'll discuss this later." Cinder said. "Let's keep going."

In a short while, all the Grimm have been slain and Glynda Goodwitch was able to use her Semblance to restore the damages around town. Meanwhile, Mysterio had approached the Atlesian Knights. He had Roman Torchwick by the collar with one hand and Martin Li (in his normal form) with the other.

"Take these two away." Mysterio said.

"Oh, I can't believe you caught me." Torchwick said. "You've really taught me the error of my ways. You really are the true hero, Mysterio."

The Atlesian Knights grabbed the two and dragged them to the ship. They locked them next to an unconscious Electro. The ship closed and the three were taken away.

Peter, Mary Jane, and Team RWBY celebrated by sitting on the edge of Beacon's landing platform looking over the city across the lake.

"Well, that was eventful." Peter said.

"Too bad we didn't solve anything." Ruby said. "A lot of people were hurt, and we still don't know why they did this or who that mystery girl was."

"Don't worry about it." Mary Jane assured. "I'm sure the authorities will get all the answers from them sooner or later."

"Plus, we did just put three dangerous criminal behind bars." Peter said. "And if they ever try to say I'm Spider-Man, we've got a whole city of witnesses that say different." His scroll hummed and he answered. "Hey, Sun. Yes, you can remove the costume now. Sorry it hurts your tail. What? No, you can't keep the web shooters." He hung up.

"Looks like everything's working out okay." Blake said. "Thanks for the help, guys."

"Anything for you, Blake." Yang said. "So… what now?"

"I'd suggest training for the tournament," Weiss said, "but I guess we have that covered at this point."

"Time for bed, I guess." Ruby suggested.

"You did good work, tiger." Mary Jane said kissing Peter on the cheek.

Peter smiled, but then saw Team RWBY giving suggestive smirks to his direction. "Oh, grow up."

"Never!" Ruby denied.

Ironwood sighed as he looked out of the lead airship. He had just gotten word that the Vale council had already appointed him as head of security. He didn't like going against Ozpin, but he felt it was necessary. He then approached Roman Torchwick in his cell and told the guards to leave them alone.

"I've been informed that so far, you've refused to cooperate with the authorities."

"General," Torchwick said, "I know this might be hard to believe, but I'm not the biggest fan of local law enforcement."

"How about the world's strongest military power?"

"First impressions… not great."

"I'm going to give you one chance. Who's really behind all this?"

"Isn't it obvious? …You're looking at him."

"Very well then." Ironwood left the conversation and passed through the other cells. Each of them held a different supervillain.

"Torchwick. Mr. Negative. Electro. Vulture. Sandman. And counting Mysterio outside, that makes six. Where's that going to lead?"

"All in all," Cinder said as she reunited with her conspirators discreetly, "I call today a success."

"Those kids and that web-sllinger really messed up the plan though." Mercury said.

"And on that note, turns out that Parker guy isn't Spider-Man after all." Emerald said.

"I'd hate to say I told you so, but…" Beck said.

"I get it." Cinder said. "But that's not going to save either of them when the time comes."

"Still, we lost a lot of Faunus in those tunnels." Emerald said. "Do you think they're still going to listen to us?"

"No." said a fifth person. It was a tall, teenage boy with red, spikey hair, a black jacket, a red sword, and bull horns. He wore a Grimm mask like everyone else, only more proudly. It was Blake's ex-partner and ex-boyfriend, Adam Taurus. "But they'll listen to me."

After hearing what happened, General Ironwood rushed over to the other airship, the one with the massive hole punctured to the side. He entered the lab and saw it completely trashed. He was breathing heavily as he looked around.

"Otto! Are you okay? Otto!"

"I'm fine, general." Dr. Octavius said as he emerged from where he was sitting. Octavius stared into space as if he had been enlightened.

"Thank goodness." Ironwood said. "When I heard that a Nevermore attacked, I was worried. Thank goodness you weren't here when it came."

"Oh, but I was." Octavius said. He took a couple steps close to the hole in the wall and looked down at the city. "When the alarm rang in Vale, I thought I was safest in my lab. But when that Grimm attacked and actually broke in here, I thought that I would never be safe again. And yet, here I am."

Ironwood stared confused. "How did you survive?"

Suddenly, Octavius showed his four black tentacle-like appendages strapped to his harness. The doctor held one of them in his hand as if he was petting it.

"I didn't even command them." Octavius said. "It was like instinct. When that Nevermore broke in, it tried to kill me. But the arms on my harness sprung forward and wrapped themselves around its head. The monster tried to struggle out, but my arms were too strong. And then…" He let out a breath of excitement. "They snapped its neck. A massive beast felled by my harness so easily. It was very… satisfying."

"Are you all right, Otto?" Ironwood asked. "I hate to say it, but you're starting to scare me."

"You don't have to be scared, James." Octavius said. "I used to be a coward who was afraid the world was out to get me. But now, I feel like I'm ready to take it on. I've never felt more alive…" He then smiled. "And I'm not scared of anything anymore."

Author's Note: And so ends the second volume. Sorry this took a while, but I finished this volume to make up for it. Next volume, everything changes. Any and all comments are welcome.