Disclaimer: Brotherhoof12 does not own RWBY or the Spider-Man comics.

(Chapter 40: Breached Part 3)

"Jaune! Please, answer your scroll!" Aunt May said as tears were streaming down her bloodshot eyes. Clutching her scroll while everyone around her attempted to barricade any openings that would allow the Grimm to enter. "I hope you're at the house hiding, Jaune! Make sure Rito is with you too! If you don't find me, I want you to know that I-"

"Mrs. Parker." Mr. Li, who did not raise his voice in the slightest, wrapped his warm and soft hands around Aunt May's shaking and clamoring hands. "I don't think Jaune wants to hear your last words be filled with sadness. I don't even think he wants to hear your 'final' words. We'll get through this; I have faith we'll be okay and you'll see Jaune and Rito too."

Somehow, his voice was able to reach her as she hung up her scroll, took some deep breaths, and replaced her fear with determination.

"You're right, Mr. Li." She gave him a small smile. "How are things with blocking the windows and doors?"

"We got the main and side doors already blocked with some vending machines and other heavy objects that we can move. The windows are sealed off with some tables and we had enough nails to hammer them in. As for those who we were able to get inside…" The leader of F.E.A.S.T spared a glance at the medical section of the homeless shelter that had most of the beds full of people with minor to severe wounds that was caused by the grimm. "Thank god we have more doctors and nurses on hand today. I asked how bad their injuries are and one of the docs told me that all of them should be fine as long as no complications hinder their progress. We can't relax yet unfortunately, just because we're able to slow their bleeding and dull the pain with some stitches and pain meds, we don't have any medical tools to help those with major injuries."

"And security?" She asked.

"Our only security is our day guard that only has a handgun. Not to mention, some of the people who are injured are officers that helped civilians enter F.E.A.S.T, but they're too weak to hold their pistols, let alone pull the trigger." Each time he explains their situation, Li feels like his optimism slowly turns into pessimistic. "But I know that if we keep calm, help the people inside F.E.A.S.T and keep the doors and windows secure long enough, the Huntsmen and the military will push the Grimm back and save us."

Her breathing now slowing down, Mrs. Parker looked around the shelter to see the workers working nonstop in helping anyone who needed it.

Some of the faces were familiar to her, people who live on the streets that come to F.E.A.S.T regularly were assisting in setting up more barricades, others were passing out small med kits to those with just cuts and bruises while even a small few were even brave enough to stand guard with broom sticks and bats in case of a Grimm break in.

"How did this happen?" She asked herself. "I thought we were all safe behind the walls and Atlas soldiers. Yet, the explosions and screaming, it all happened so fast."

"Atlas is already handling the Grimm in the air and Huntsmen are suppressing them on the ground." Li noticed some people huddling around the big TV that was situated near the reading section of F.E.A.S.T. "Thank goodness we still have working cable. You go and take some more time to relax and I'll go help tend with anyone who needs help."

Li smiled like always, his positivity and good nature seemingly infecting Aunt May to give a small smile back to him.

Putting a firm hand over her shoulder and giving it a comforting squeeze, Li looked at Mrs. Parker straight in the eyes and said. "I know we'll get through this, May. After all, I know an amazing Huntsman and a very energetic Huntress that are probably mowing down Grimm to save us as we speak."

As Li was walking away to help other people, Aunt May followed his advice and walked to the TV where it was showing the news of what was happening outside. Everyone sitting around the television seemed to not notice her presence as they were too engrossed at the images, they were seeing shown by the news anchor woman, Lisa Lavender, who was shouting over the screaming and gunfire in the background.

"THIS MORNING, VALE WAS BREACHED BY AN UNKNOWN FORCE WHERE THE GRIMM STARTED INVADING OUR CITY, MASSACRING PEOPLE LEFT AND RIGHT! NO ONE KNOWS HOW THEY WERE ABLE TO INVADE OUR CITY SO QUICKLY, LET ALONE THE MASSIVE EXPLOSIONS THAT WAS THE CATALYST THAT STARTED IT ALL. PEOPLE ARE LEFT IN PANIC AS THEY TRY TO STAY ALIVE WITH NO CHANCE OF ESCAPING AND NO NEWS FROM THE COUNCIL ON HOW THEY WILL STOP THIS MAYHEM!"

The cameraman zoomed in behind Lisa Lavender to focus on the large smoke clouds that showed the fires that were still raging after the explosions. Moving the camera again, everyone who was watching was seeing the Grimm that were flying were slowly penetrating the Atlas gunship's defense and were now picking off Vale citizens.

"AT THE MOMENT, OUR SOURCES ARE TELLING ME THAT THE LARGE FIRE IS SURROUNDING US IN A LARGE CIRCLE WITH THE GRIMM INSIDE TOO. WITH THE INCREASE OF SO MUCH GRIMM AND OUR HUNTSMEN AND ATLAS SOLDIERS BEING OVERWHELED, I CAN ONLY DREAD TO THINK WHAT HAPPENES IF-"

(TWIP)

Suddenly, a web latched onto Lisa's microphone and was pulled out of her hands and into Spider-Man as he made his presence known by walking up to Lisa and putting the mic close to his mask.

"WHAT ARE YOU DOING!?" Spider-Man shouted at the anchorwoman. "WHY ARE YOU TALKING ABOUT HOW BAD EVERYTHING IS?! ARE YOU TRYING TO SPREAD DESPAIR TO MAKE THE GRIMM EVEN MORE RABID?!"

Facing the cameraman, Spider-Man raised a hand and pointed at the Atlas airships.

"YEAH, SOME SMALL GRIMM ARE PASSING THROUGH, BUT DON'T IGNORE HOW ATLAS IS STILL KEEPING THE BIGGER AIRBORNE GRIMM AWAY FROM US! WITHOUT THEIR HELP WE'D HAVE MORE TROUBLE THAN WE ALREADY HAVE!"

Moving his finger again, but this time pointing at the streets not too far from where Spider-Man and the news crew was standing.

"DON'T YOU DARE EVEN THINK ABOUT GIVINING UP ON OUR HUNTSMEN EITHER! EVEN WHEN EVERYTHING LOOKS BAD, OUR HUNSTMEN REFUSE TO GIVE UP! DON'T YOU SEE?! THEY'RE NOT GIVING IN TO DEFEAT, SO NEITHER SHOULD ANY OF US!"

Tossing the mic back to the female reporter, Spider-Man was about to leave when Lisa shouted a question to him.

"EVEN THOUGH THE COUNCIL HAS ORDERED POLICE AND HUNSTMEN TO PLACE YOU UNDER ARREST FOR VIGILANTISM, WHY DO YOU STILL CONTINUE TO DRESS UP AS A SUPERHERO? WHY ARE YOU DEFENDING PEOPLE WHO TRY TO ARREST YOU?"

Spider-Man didn't turn around, but still answered.

"I DON'T CARE IF SOME PEOPLE STILL DON'T LIKE ME BEACAUSE OF WHAT I DO. WHETHER OR NOT PEOPLE THINK DIFFERETLY ABOUT ME AFTER I HELP SAVE THE CITY, I CAN ONLY SAY THIS TO THEM."

Turning his head to face them, Spider-Man only said three words.

"JUST WATCH ME!"

No more needed to be spoken and Spider-Man swinged away from them.

"Man, that Spider-Man is something else." Someone said out loud that triggered everyone else who were watching to join in on the topic.

"He's right too, we should remain positive and believe the huntsmen and Spider-Man will pull though!"

"Spider-Man is so cool!"

"I'm sure we shouldn't worry too much. We do have Atlas backing us up with their military."

"Maybe things aren't so bad after all."

The words seemed to spread throughout F.E.A.S.T as little words of encouragement made the large first floor less morbid withs thoughts of death and instead with courage and security.

Everyone within the building no longer had the weight of fear over them and for a moment everything felt like it was normal in F.E.A.S.T like any other day.

Until the sound of growling and breaking made everything go from wholesome to horror.

[Rito]

"Waah! I can't believe how much of a dork I was acting on camera!"

It was by chance that he would meet them, he was in the same street as them fighting off Grimm and spotted the anchor woman talking how bad everything was going.

It set him off at how they were just making it worse, spreading negativity to the people watching that would make the Grimm even more wild and savage. That was why he decided to swoop in and stop them from machining it worse, while also giving them a scolding too.

"Hope they have their heads on straight to get out of dodge before they become some monster's next meal. Less people on the streets the better." Stopping mid swing, Spider-Man looked down to see a small handful of people running away from a pack of Boarbatusks.

Letting go of his web line and having gravity take its hold on him. The young spider was just right above the charging boars and in a split moment crossed both his arms, fired his web shooters at two destroyed cars, pulled, and with his super strength sent the two cars to sandwich the Boar Grimms in a single move.

"Hope their car insurance covers that." He muttered to himself. "You guys ok?"

"Thank you for your help, Spider-Man." One of the adults that still had some air in him let out a sigh of relief at seeing the hero. "We would be goners if you didn't show up."

"Don't thank me just yet, I still haven't sealed the entrances from where the Grimm are coming from."

"The tunnels? We were just there." Said the bystander. "We were just far away from the explosion to see a massive hole leading underground. When the Grimm started leaving the tunnel, most of us were able to run away, while some…."

He trailed off.

"...Hey," Spider-Man gained back the man's attention. "Don't worry, that's why I'm heading over there to seal it. You don't have to be scared; I saw some huntsmen making a safe zone not too far from here. I can escort you there."

"Thank you, Spider-Man."

Escorting people was something he never really did in his world. Helping old people cross the street was one thing, helping people cross a street and fighting off mystical monsters was a different thing entirely.

'Still beats escorting Ashley.' He thought to himself. 'Never really played the game, but it's not like anyone here is going to understand what I'm saying anyway.'

Getting to a safe distance, Spider-Man could see that more and more people were also being escorted to the safe zone from Huntsmen. Feeling that he completed his task, Spider-Man turned to the man who talked to him earlier.

"Did you see anyone else near that tunnel?"

"No, like I said most of was who were faster were able to escape, but I do remember a woman."

"A woman?"

"Yes, she wasn't scared, actually she seemed calm. Like she was used to all the panic, I think she was a Huntress." The man soon went into detail of who the huntress was. "Blonde hair, green eyes, wearing glasses, I didn't see her with a weapon only some kind of riding crop."

"Then I can't waste any more time. You guys stay safe and don't panic, everything will be okay now that more Huntsmen are here."

Web swinging back to his original destination, Rito couldn't help but account who this Huntress was.

"Blonde chick with a riding crop for a weapon." He couldn't help but let out a laugh. "She's either having the role of 'strict sensei' too seriously or just way over her head. Regardless, I need to hurry, I'm sure she's probably having a hard time right now without any help."

"And... done." A quick flick of her wrist and her semblance made fast work of another Grimm, a large Ursa Major to be precise, via impalement from half a dozen rebars.

As the monster disintegrated, Glynda Goodwitch, vice headmistress of Beacon academy, set her sights to her real objective. NO distractions left to halt her progress, Glynda displayed perfect control of her semblance as pieces of rubble, both small and big, covered the large hole to the point that it was able to completely seal the tunnel and stopping the Grimm from entering this part of the city.

"One less thing to split hairs about." Glynda adjusted her glasses. "By now, I'm sure Ozpin has had some luck at connecting with Bartholomew. Qrow is already rallying with some of the staff to help set a perimeter for the citizens to find shelter and Port is… possibly making things worse." She could already feel a migraine coming on. "We already gave him a yes on keeping a Boarbatusk in class, but I fear he'll push his luck and bring a Beringel to school!"

Glynda let out a small huff and her usual calm and cold mask was placed back on.

"My worries aside, I shouldn't tardy any longer here." Pulling out her scroll, Glynda looked at the screen to see the map with several marked locations. "With this now covered, that only leaves 4 more."

Glynda was just about to head out for the next one when she heard the sound of heavy stomping from behind her. A side glance showed Glynda has the company of an Ursa Major as well as its pack of lesser Ursas following behind it. Its thick bone plating, sharp spikes, and fearsome jaws showed that it claimed some lives along the way, yet Glynda still showed no ounce of fear whatsoever.

"Right," Putting her riding crop in front of her, the Headmistress of Beacon's cold glare was dead set on her new prey. "Come then, let's see how you fair better than the last sorry lot."

The leader of the pack was first to charge with its fangs open and ready to devouring its next meal in a single bite. As the beast charged and Glynda ready to attack, the clash was abruptly stopped from a third party arrived.

(FWIP—FWIP)

A wall of fire separated the grimm from the huntress and as the Ursa backed away from the flames, it gave Spider-Man time to land next the Glynda who was surprised by his appearance.

"Don't worry, you're not fighting alone." Spider-Man gave Glynda a thumbs up. "I got your back!"

"Ah, Spider-Man, I'm glad we can finally meet-"

"You must be tired fighting by yourself, so if you need a break, I can take care of these care-bears from hell."

"What?" She sounded surprised for a second then fixed her bearings. "No, I was about to-"

The fire seemed to not hold off the Ursa leader for long as it bravely jumped through the wall of fire and had its sharp claws in front to stab both Glynda and Spider-Man.

"Look out!" The young spider used his body to shield her from the attack only to stare in confusion when the attack never came and the large monster bear was flowing in midair. "Wow, seeing it up close, this thing does not have a friendly care bear stare."

"Hmph! Looks like Qrow's description of you playing hero was not so farfetched after all." Walking to have her be in front of Spider-Man, Glynda made one flick of her weapon and the spikes that were protruding out of the Ursa major pushed inward. Like a pushing pins in a pincushion, the spikes killed the Alpha rimm from the inside and exited out the opposite end. "I believe I should be the one to say that the one who will likely be more tired fighting these numbers would be you."

A single step from Glynda and a surge a purple light emerged around her, the force blowing the fire away and the lesser Ursas to shudder from the sudden power. Using her free hand, the fire that was blown away did not extinguish as they were controlled by some invisible force and weaved the flames around the bone spikes that stabbed their pack leader.

"This should be enough." Glynda seemed to accept her handy work as she aimed the now flaming spikes at the retreating monsters. To add some precaution, Glynda manipulated the rest of the fire to form a fire wall around the Ursas with the only exit being through her. "Let's begin."

Either they knew they were going to be slaughtered and decided to go out fighting or they were just that stupid to not know they were about to die. For as soon as they let out their final roar and charged, the green-eyed huntress made a small motion with her riding crop and the searing hot spears descended upon them.

Like a hot knife cutting through butter, their thick fur and bone plating didn't hold any resistance to the hot spikes as they pieced through their chest, stabbed the heart, and as one spike finished with a Grimm it would soon find another one to kill.

In just a short moment, Glynda effortlessly wiped out a pack of Ursae and as the last one faded out of existence, she made one large swipe with both arms and the fire that were used as walls were extinguished. Leaving only a normal looking street that didn't have any scars that could even resemble a fight just now.

"That was easy, but I shouldn't expect anything less from beasts." Tuning around, she saw that Spider-Man was standing awkwardly in place, his original brave stance now replaced with that of someone who just witnessed something unexpected. "Well, are you just going to stand there or are you going to help?"

'He's much shorter than I expected,' She said to herself, seeing as she has a whole foot over him. 'Calling himself Spider-Man when he probably hasn't graduated middle school. To think so many people hail him for his recklessness. We really should put a stop to his antics before things get out of hand for him, unfortunately the time is not right.'

"Um-"

"Speak up! You fought terrorists last night, right? Then you should have no problem speaking to me." The blonde huntress adjusted her glasses and gave him a stern glare like she always used whenever she lectures a student after sparring class.

"AH!" Her tone of voice made Spider-Man fall back to his usual self. "Yes! Ma'am!"

'She's scary!' Rito could feel cold sweat dripping over the side of his head. 'And here I thought I could get used to woman with icy glares, but this lady has one that chills me to the bone!'

"I was planning to also seal the holes made by the explosions too, but since you have a Semblance that can easily fix them, I think the best option is to split up that way it can go by faster."

"Unacceptable." Out of reflex, Glynda brought out her Disciplinarian and smacked it softly on her other palm. "It is foolish to think you can go and handle this alone, the only your helping is the Grimm getting another meal by going off by yourself."

"This coming from the lady that just made porridge out of bear Grimm?" Her intense stare seemed to double and made Spider-Man flinch under his mask. "Just saying."

"The closest one is not far from where we are." Out of trust, she showed the young hero the map on her scroll. "There are 4 remaining and one is not too far compared to the other 3. Follow my lead, escort any civilians that are nearby, and protect them in case more Grimm show up."

"I understand." He said, but in his thoughts, Spider-Man wanted to say something different.

'You forgot the part where I actually help in sealing the giant tunnels.' His thoughts were somehow being read as Glynda started to talk again.

"If, and I repeat, IF, I do need assistance and there are innocent people are in need, your first priority will be the safety of the people and then you can help me. It's better to split the load of responsibility rather than thinking you alone can shoulder it all." Saying her piece, Glynda used her semblance to float in the air. "Come along then, I hope Qrow's tales about how your fast when web swinging is not all hot air, cause I will not be slowed down by a novice."

'Did she somehow give me a lesson on relying on others and then went back to treating me like some rookie?' Shooting a web line and following the huntress, Spider-Man couldn't help mind set his thoughts on Jaune and his situation.

'Speaking about splitting the load, I hope Jaune is having a better time handling his part all on his own.'

[Other part of Vale]

In another area of the giant battlefield that is Vale, Jaune Arc, also known as Spider-Man, was closing in on where Adam was.

Rather than web swinging from building to building, Jaune jumped from building to building and used his super strength in his legs to travel. It was already hard enough for him to not worry about people seeing another Spider-Man swinging around the city. That is why rather then wearing his signature spider suit, Jaune was still wearing his civilian attire with the only thing being an exception is his Spider-Man mask to cover his identity.

When he used his ability to communicate with spiders, they told him that Adam and his men were apparently expecting him to swing around in the open. Making him use his other abilities like his super strength, speed, and his power to cling on to any surfaces to get to places.

'This wasn't supposed to happen!' Jaune said in his head. Legs sprinting up on the side of a tall building as if he was actually running on a flat surface. 'I thought I prevented it! the vision showed me what would happen, but Vale is still being attacked.'

Reaching the top, the hooded hero ran to the other end of the roof and looked down to see a bird's eye view of the fighting happening down at the streets.

"No, take a moment to think, Jaune." A deep breath and some counting down from 10, Jaune started to see some inconsistencies to what he saw in his vision and what's happening now. "Atlas gunships aren't attacking Vale and I don't see rampaging robots and Paladins. Another glaring matter is no giant dragon Grimm destroying Beacon. What I'm seeing now is not matching with what my vision showed me, so that means that Vale will still be okay after today, but that just means Vale is getting out of the frying pan and into the fire."

Another deep breath, walking a few steps back, legs pushing him into a sprint and as the final step was the ledge of the roof, he was able to push himself high in the air. With how high he jumped and the building across from him close by he had no trouble landing onto the flat glass window as he started to climb to the top.

'This is the place.' Once more, the young hero tapped into his new power to communicate with spiders and as soon as his presence was felt the spiders that were inhabiting the building answered. 'Building has some hostages scattered in different rooms and on separate floors. All of them are all regular White Fang soldiers, but Adam seems to not be on any floor in the building, perhaps there could be underground parking and he would be down there?'

His thoughts urged any spider to look for Adam and just as Jaune predicted the building does indeed have an underground parking garage that not only held Adam, but someone else who was tied, gagged, and was being watched by several White Fang guards that looked far more superior then the regular soldiers he fought before.

'That guy from before,' A memory of a man he saved during the White Fang attempting to kill someone on live TV resurfaced. 'He's one of the members of the Council!' Spider-Man then realized what's going on. 'I understand now! The explosion around Vale, the Grimm, it was all a set up so the White Fang can kidnap the Councilman! But why not just kill him now rather than hold him hostage?'

"Pff! I don't think I need an answer to that question." Reaching to the top, the hero peeked over the ledge and found no White Fang on the roof. "All of this is clearly for me. Adam probably thinks I'll tire myself out rescuing the hostages in the building before I get to him."

With the coast clear, Jaune removed his normal clothing to reveal the costume underneath.

"Well then, I guess I'll just prove him wrong."

[Rito]

"Thank you, Spider-Man!" Another civilian said to him as he saved the poor man from getting mauled by a Beowolf.

"No problem, just make sure you stay with everyone else behind me and let me deal with the Grimm." He said, his body moving on his own as his arm extended out and fired an ice web that incased another beowolf that tried to attack Spider-Man.

He then punched the frozen mobster that soon shattered into pieces. "Glynda is almost done fixing the street and when it's complete she'll escort ya'll to safety."

Giving one more thankful nod, the saved civilian went back to his group, leaving Spider-Man to keep watch for any other unwanted guest to arrive.

Already, most of the holes were getting sealed up thanks to Glynda's semblance and with the Grimm's underground entrances being closed the ones fighting the Huntsmen were soon being killed off. Atlas was also making head way as they were taking out more and more grimm flying in the sky.

Things started to turn even more on Vale's side as Beacon's students that were still in the academy, showed up and were able to assist in the efforts too. Which made it easier for the people of Vale to lessen their panic that also helped decrease the Grimm's ferocity of having less negativity fueling them.

"Done." The large asphalt pieces came together and formed back leaving no hole for the Grimm to enter. "Looks like everything is now going back to normal now. Though, we can't relax just yet. We may have cut off the Grimm from entering, but that still leaves the ones still in the city. Spider-Man!"

"Yes, Ma'am!" Spider-Man, the hero from another dimension, answered.

"At this time, you have free reign to scout the city and find other survivors. You're far more maneuverable than I, so I'll help the people here get to safety. Now go!"

"On it!" Web swinging away, Spider-Man scoured the streets in break neck speed as he searches for anyone that needs help. "And I think I know the first place to help!"

'Please, Aunt May!' Even when knowing that this is not his dimension, Rito can't help but still think of them as family. 'Just stay safe wherever you are!'

"Get everyone who is injured to the upper floors! Woman and children too! Anyone who is able to move help me bar the entrance!" Ordered Li as he was the first to push the sealed entrance back against the Grimm attempting to enter. "Someone needs to move the vending machines or anything heavy over here!"

"Most of them are already used for the back entrance!" Someone shouted as everyone else were trying to help the injured to higher ground. "We don't have a lot of people to help and we don't have any real weapons to really kill that thing!"

"We don't need to fight it." A thought came to Li's mind, one that would obviously lead to many opposing it. "Just someone to lead it away. Mrs. Parker!"

"Yes, Mr. Li!" She helped someone get another patient up on her feet and ran to Li's side. "The news is showing Huntsmen are pushing the Grimm back! If we can hold on a little longer, then we-"

"We're done waiting, May." His tone that usually had an upbeat tone was grave and sad. "We lack the manpower and strength to hold this beast back. I need you to take charge, I know you can handle it. Thank you, for everything."

"What are you-" She gasped in horror when Li ran to the back-door exit. "No don't!"

"Make sure no one else leaves!" He told those who were keeping the other entrance guarded as he pushed back heavy lockers and was able to squeezed his way out of F.E.A.S.T.

"Mr. Li!" She tried to follow, but was stopped by the people who were told not to have anyone else leave.

Running around to the front side of the shelter, Li saw that the Grimm was a large snake, or more specifically, a large snake that had both ends of the body has two heads, one white and the other black.

"A king Taijitu!" Li's resolve wavered for seeing such a large monster this close. "Look over here! I'm right here!"

His shouting and taunting swiftly earned the attention of the snake Grimm as both heads stared down at its meal.

"Got your attention, and now comes the easy part!" Sprinting away from F.E.A.S.T, Mr. Li didn't need to turn around as he can hear the two headed snake hiss and its giant slithering body chase after him. "Need to run far enough to buy some time. Come on, Li! Don't tire out just yet!"

Passing a block soon started to become 3 blocks for Li as his plan for attracting the Grimm was successful, but soon his legs started to slow down, sweat dampened his shirt, and his erratic breathing gave Li a hard time running straight.

Body working on autopilot, Li was not fully aware that his body decided to take a turn to early leaving him to a dead end and the only way out was blocked by the King Taijitu.

"Dang it! I should've focused on where I was going!" Looking for any way of escaping, Li's luck was absolutely low as he saw no other route, but going past the snake Grimm. "No latter wells, windows are barred, and I see no one around to help and I bet that even if I scream for help no one would hear me."

The king Taijitu slowly slithered forward, it's two heads moving in sync as both opened their moths to reveal their sharp fangs.

"Good," Squaring his shoulders and digging his heels in the ground, Li's panic soon changed to bravery. "That just means no one would see me with what I'm about to do to you."

A thin veil of darkness seeped out of Li's very skin, his very complexion was also changing to look as if he came out of a negative picture. The king Taijitu halted its advance, or rather it didn't intend to advance any further. Like it was as if its body stopped without it even thinking.

"I hate when doing this," Li's sounded like someone else. As if the Li now was the polar opposite of his usual positive self. His usual happy and caring attitude made a total 180 as his tone was filled with malice and hate. "Every time I let go makes it feel like something else is taking control."

It was the opposite of positive... it was just… Negative!

Which brought up a most unorthodox problem. For even though Li was producing so much negativity around him by all accounts Grimm should be running after to whoever was making such emotions.

No Grimm showed up.

Even the King Taijitu remained stark still! Even when all accounts say that Grimm go mad when being so close to someone who is leaking Negative energy.

No, to call it simply negative was an understatement. Hate, sadness, despair, and fear were some of the core feelings that set Grimms in a frenzy.

What the monster was sensing was indeed negative, but it was a magnitude deeper than mere negativity. What it was sensing was something completely dark.

And yet, the Taijitu continued to remain still and stare at the man in front of it, now with curiously rather than hunger.

Seeing as the Grimm wasn't moving, Li having no patience decided to make the first move.

"Doesn't matter," Walking in a calm gait, Li brought up his hand that soon erupted with light and dark energy. "I'll make this quick, I don't want May or the others worried."

Grimm can show intelligence and would run away at the chance it would be killed. It did not feel the need to charge and attack Li, rather the heads of the snake Grimm lowered itself to Li's level as if accepting its fate.

As Li's hand reached it, the Grimm stared at this new entity and can only register one thing.

Nostalgia, it felt like it was back at where it was born. Back into the Grimm pits where no light or sound could ever penetrate it.

Li's hand touched the Grimm and it did not scream.

Back at F.E.A.S.T, it seemed that Li's sacrifice did give the people who were inside the necessary time for help to arrive. Huntsmen that came from Beacon were forming a perimeter as medical vans started to help severely injured people inside to get better help at the hospital. As they helped the people get inside the vans there were two students from Beacon who had other priorities.

"We need to follow Li!" Ren was usually the one with a level head, this time though he seemed to have more gusto then Nora as he was the first person to take charge of finding Li. "He can't be that far!"

"Now hold on you three!" Port, the one currently in charge with keeping every student under his watch and also the people in F.E.A.S.T, stopped Ren and his team from leaving. "As much as I like seeing youth charge head first to battle for a noble cause to save a life, we must also take consideration the weight on those we already saved too. The people inside the shelter need better equipment at the hospital and we need Huntsmen to go with the ambulances to guard them incase grimm try to attack them."

"But, Mr. Port!" Ren was about to argue with his teacher only to be stopped by his team leader Pyrrha.

"We're already stretched this as it is, Ren." She reasoned with him and to her side Nora also had a conflicted feeling about what might happen to Li and their inability to act and what might happen if grimm could show up in their absence. "Yes, Miss Glynda did seal all the holes in the city, yet we can't relax just yet. Grimm are running rampant in Vale, large fires are still spreading, and we haven't gotten any word from Ruby and her team. I know, he's an important friend to you and Nora, but we're Huntsmen who take the priority of protecting people at this shelter. Please understand, Ren."

"Ren?" Nora walked in front of Pyrrha. Her pleading stare gave Ren's temperament to lower. "Martin wouldn't want us to leave everyone who he helped by themselves. He'll be back, I know he will, so please believe in him too."

As the team calmed their only male member, a familiar voice called out and everyone who could hear looked at where it was coming from.

"Guess this is a part where I said what took you guys so long." Martin Li said, his appearance was disheveled as sweat poured down from his face as he slowly walked towards Ren and Nora. "Got the Grimm that was chasing me the slip. Hope you didn't worry to-oof!" Nora was the first to greet him by wrapping her arms around his chest and giving him a tight hug. "Guess I did make you worry."

With Li now back everyone at F.E.A.S.T were now at ease and followed the instruction from Port on getting the injured to the hospital. As everyone was doing their part to help, Spider-Man, who arrived the same time as the huntsmen, was seeing everything unfold was standing on top of a roof.

"They have everything under control here. Which means I should start getting back to checking for anymore survivors myself." Leaping off the building top, Spider-Man soon received the usual tingling sensation from the back of his head. "Spidey sense! Where is it coming from?"

Following his danger sense lead him to a railway station with no one insight. It's usual bolted chairs and lockers were all broken and slashed, signs that grimm came through here, and just as Spider-Man landed he could hear the sound of a train getting closer to the station.

"When they say, 'all aboard'," The hero from another dimension saw the train not slow down and what's worse, grimm latched onto it with people screaming in terror. "I don't think it implies monsters."

A step back and timing it just right, Spider-Man jumped at the moment the speeding train passed the train station. The sudden wind pressure did make him flinch and yet it did not weaken his ability to stick to surfaces as he climbed on top of the train and readied his stance as the grimm welcomed the new arrival with barred fangs and deadly claws.

"I hope Jaune is having a better time than I am right now."

[Jaune]

"And that," Dodging automatic fire from a White Fang grunt with ease, Spider-Man weaved past each bullet, closed the distance between them, and with a swift yet powerful punch to the gut sent the terrorist flying up and hitting the ceiling. "Is the last one!"

Making swift work of the Fang that in each floor, Spider-Man, real name Jaune Arc, helped untie the last hostage with her bindings and lifted the blindfold off her. "You ok?"

"Yes." She said in a shaking voice. "It was so scary. I thought I was going to die."

"Don't be afraid, I got things under control. I already taken care of the White Fang and helped the other hostages. Get out of here and get some help, I'm going to take care of their boss."

Saying what heeded needed to her, Spider-Man left her alone and went off to face Adam.

The woman should be leaving and getting in contact with the rest of the freed workers as Spider-Man said he did. Surprisingly, the woman that was quivering in fear stopped and was replaced with a neutral expression.

"Idiot," She spat, walking to the unconscious gunman. "The faunus in Vale truly are misguided to follow someone so naive."

Reaching inside the uniform of the White Fang, she felt the object she was looking for and pulled out the scroll and made a call.

"He is nearing your location, Sir." She said to whoever was on the other line.

"Good, start the next part of the plan, Trifa." Said Adam and soon hung up.

"You've done your part help, brother." She said to her fellow brother in arms still knocked out on the floor. Trifa then proceeded to undress the knocked out faunus who was wearing a second layer of clothing that resembled an office uniform. "Now, it is time to do mine."

As she said those last words, Trifa removed the mask of her brother in arms and placed it on herself.

Spider-Man's decent to the parking garage was filled with deep silence as he crawled through the ventilation shaft leading to Adam and the last hostage. This feeling was different compared to earlier when he helped rescue the other civilians. This time, Spider-Man felt a bit scared at what Adam might do once he fights him. After reading Adam's history of turning the White Fang into what it is today, the web head can only imagine the bull faunus might do some underhanded tricks that would result in the life of the councilmen to be taken.

"End of the road," Spider-Man gently removed the grate and without machining a signal noise left the vent and was now crawling upside down in the parking floor. "This place is a lot larger than I expected. I wonder where they're keeping the councilman?"

Asking for help from his spider friends he was given word that Adam and the rest of the rest of the White Fang are on the other side of the parking garage and that the man they had tied up was nowhere in sight.

"Did Adam already killed him?" Panic was laced into that question. "No, the spiders would have told me that they would have found a body. That means they hid him somewhere, maybe in one of the cars? Well, on the bright side, at least I don't have to worry about him getting hit in the crossfire."

Using his element of surprise to his advantage as he headed to where Adam and the Fang was. Spider-Man was caught off guard when Adam, who was in the center of his guards, spoke in a calm manner as if knowing Spider-Man was already here.

"It is useless to think you can catch us off guard, Spider-Man. We can see in the dark after all, but I will give credit where credit is due. How you hide your presence should be admired. Much more so then my ex-student, Blake. Whom I assume you're already acquainted with."

Not even moving, Spider-Man only tensed his muscles and prepared to strike if any of Adam's men tried to fire.

"Leave us," Adam ordered his guards. "Make sure you have our ride ready after I'm done with Spider-Man."

Lowering their weapons and leaving Adam alone with Spider-Man, the two stayed where they were for a short moment when Spider-Man finally released his old on the ceiling and landed on the floor.

"You're pretty confident if you chose to let your entourage leave you by yourself." The wallcrawler said in his usually condescending tone, but while he talked to Adam, he made sure to still have the spiders who were near the vicinity to keep him posted on if the White Fang did indeed leave.

Turns out, they followed Adam's words faithfully and left the building and entered into a large van that was parked near the curb next door to the building Spider-Man and Adam were occupying.

"I need not waste any more good soldiers on one such as you." Adam started to walk around his opponent. "Not to someone who is but an amateur in the art of combat and war."

"Amateur?" Spider-Man started to copy Adam's movements. "First you gave me a complement and now you insult me? I feel sorry to anyone who falls head over heels for you, cause you suck at flirting."

At this point, Spider-Man's insults would have already worked and had Adam drawing his blade like so many of his White Fang compatriots. Even the article that Spider-Man read, about how Adam is more forward to killing humans, seems to not show any murderous intent what so ever at the moment.

'First Sandman and now Adam is ignoring me? I can't be that bad at telling jokes, right? My god, I hope I'm not losing my touch! Or else I'll be just as bad as Yang.'

Adam finally stopped moving making the web head do the same too.

"Is this, like, those weird lone swordsman duels I read so much as a kid about to happen right now? If so, then it's honestly a bit too much, especially since you're dressed up like someone trying too hard to look cool. The only thing that would complete your image is a fedora and you'd hit the trifecta."

Even if the mask Adam was wearing his half of his face, Spider-Man could still see a small vein pulsing below Adam's hairline. Taking a calm breath, Adam's only reaction was the sound of his fist clenching his weapon tighter.

"I've been living in the city for a small amount of time, Spider-Man. And do you know what I learned?"

"You learned that it's not illegal to go topless in Vale?" Spider-Man was not joking this time. Vale, and only Vale, seems to be the only kingdom that allows people to go topless. Evening so far as to have a 'Go Topless Day Parade'.

"No, that blind faith can truly be used as a weapon."

The small humor that Spider-Man tried to keep in the air died down as soon as Adam said that and continued his rant.

"Graffiti, jewelry, clothing, and even some street singers making songs about you. Let's not forget that little speech you made at the docks too, one where you hurl your little ideals that swayed our people and turn them against one another. People say that the White Fang merely prey on people's minds with grand illusions of true equality, but you seem to have a better grasp at controlling the masses."

"….Where's the councilman?" Cutting to the chase, Spider-Man slightly bent his knees in preparation for a fight.

"Why in a rush? Let's talk a bit longer, I've also been informed that you can't help but run your mouth as you viscously beat your own kind into submission."

Spider-Man was tempted to attack, but with no sign of the hostage, he can only play along while his little friends try to locate the V.I.P's location.

"When I caught wind of what was happening in Vale, of how you, a single person, was able to sway so many of our people go against the very organization that fights for Faunus freedom. My first thought was to slay you where you stand."

"Slay me where I stand? Ouch, that edge of yours is truly sharp." Spider-Man made a pained sound and held his hand like he was cut with something.

"But when I saw your little speech, I see that you are someone who truly has conviction. Sadly misplaced, but strong convictions that put some of the White Fang to shame, one of them being my student, Blake."

"Pretty sure she left cause you and your group turned evil."

"You may call us evil, but to the Faunus, mores specifically Faunus who don't live in the four kingdoms, call us heroes. Tell me Spider-Man, your speech about how parents and kids should not take drastic actions against the very race that ostracize them, do you truly understand them?"

"What are you…"

"When a parent tells their kids to do no wrong, yet allows humans to haress them, is that not hypocritical? Or if a young Faunus is bullied by their human peers and even their parents can't help due to them being powerless to help not show that their so called 'society' is not just? Even The Faunus want change, but they all can't be huntsmen and so they join the White Fang knowing that change must be made and can no longer wait for it to arrive. You may sweet talk people into believing the justice system, but the villages that live away from the kingdoms do not have such safety and must deal with crimes accordingly."

Spider-Man wanted to deny Adam's explanation, but he knew that he was right in some points. Some villages don't have immediate support from the kingdoms since they live so far away. Not wanting to think more about it he listened to Adam as he continued to speak.

"But let me be more specific, let's say in a village the law is mostly governed by an all human authority. While the Faunus only make up a small portion of the village, making their say irrelevant. Now, if someone who commits a crime in the village is a human, yet the blame was on a Faunus and is put away, do you think he had a fair trial? Even when the evidence was put together and it was leading to someone else entirely different? I'm sure you would think that it was cause of a corrupt and racist sheriff that caused all this to happen to the innocent Faunus, but you'd be wrong."

"And what? You're going to blame all the humans in the village?" He spat, not once letting his guard down as Adam continues talking.

"No, I would blame it on every person in the village, including the Faunus."

Eyes widening under his mask, Spider-Man was then caught off guard when Adam smiled and let out a small laugh.

"Surprised you, didn't I? I can tell, even if your mask hides your face. But do you know why I would blame everyone in the village? Fear. It is through fear that controls the people to follow the corrupt and their twisted laws. It was fear that made the rest of the Faunus not wanting to share the same fate as the innocent man and it was fear that makes everyone remember how powerless they truly are, both through mental scars and physical."

His hand faintly touched the mask Adam was wearing.

"You could deny it all you want, but it's a natural occurrence outside the walls of the kingdoms. Humans blaming the Faunus due to how they were taught by their parents and it is also the Faunus fault for taking the abuse cause their parents taught them to accept the harsh cruelty less they get even more punishment. The older generation cannot hope to lead the new and that is why the old White Fang had to change. For their idea of true equality between Human and Faunus, would merely mean the humans would just extend the leash they already had over our people and they would sooner yank it back if we would step out of line. That is why so many of our brothers and sisters join us, for they are tired of being controlled and tired of hoping to see the day when we would no longer suffer. When I see Faunus who work for the law, I do not see a man, but a person who truly accepted his role as a servant. You see, Spider-Man, you did not truly help our brothers and sisters see the error in their ways when they denounced their loyalty, you only deluded them into putting back the collar and sent them to an early grave."

"That's BS and you know it!" Spider-Man shouted, furious for how Adam is talking down on his own people who decided to turn themselves in. "I saw what the White Fang is doing, how it's affecting them, both young and old! I knew someone who was part of the White Fang! He was still in high school, he probably had plans for what he was going to do when he reached senior year, he had a future, and it was taken away when he decided to join the likes of you!"

Spider-Man couldn't handle Adam anymore and the web head's mouth furthered his emotions though words.

"You say that you blame humans and the faunus who are scared to make a difference, well at least they have something you and your terrorist organization doesn't have! Compassion for his fellow man! Your group are just people who make excuses to hurt others! Why?! I keep racking my head about why go through with all this just to make more people hate you! If your group is as great and powerful as you say, then the White Fang has the responsibility to prove to others that they are better by not having to kill!"

Memories of the many faces at the docks flooded onto his head. Some had the look of horror at what they done, others had looks of regret, but one stood out the most was the one life that he tried to save and failed to protect.

"With great power comes great responsibility." Spider-Man didn't like how Adam made those words so hollow and weightless. "You said that before at the docks and that phrase seems to hold some importance to you. Is that the reason you are what you are? I envy you, but only because I wish people would take the meaning seriously. Sadly, only one thing that stands out from that little phrase of yours is power."

"There are people who can be trusted with power." People like Ruby, Whitley, and others came to Spider-Man's mind.

"How many police officers, politicians, and other civil servants had the power and responsibility to actually make a difference? How many Faunus do you think put their faith and trust into them and soon get betrayed? You have a point that it is childish to assume everyone just wants power for the sake of it. I will admit, I was also foolish to believe that there are some people, decent people, who can be trusted with power, but as they climbed higher and higher to obtain more, they soon realize a horrible truth."

Adam raised his hand and grasped the air on front of him.

"That gaining power is never cut and dry. They'll soon get tainted by bribes, blackmail, threats on their close friends and loved ones, and even when they try to do what they promise, other people with equal or greater power will just shut them down and even take away what little power they gained."

Adam chuckled; a soft sound that sounded sad rather than hatful.

"The possibility to lose everything they have soon gets controlled by fear and that fear twists them to follow the same corrupt path they sworn to eradicate. That is why the White Fang are necessary, for we understand that in order to change such a cruel wheel, we must first break it and then fix it from the ground up. People can rave and rant at how we are terrorists, but they are just too blind and too complacent to see how the current status quo hasn't changed in years!"

The time to talk stopped as Adam took an offensive stance. Both feet spread apart, hands on his weapons, and face morphed into aggression.

"The road the White Fang may lead us to hell, but we would rather burn than boil alive in this world ran by humans and their collared slaves we used to call brothers and sisters."

Everything went fast so suddenly after that.

Spider sense kicking in, the web head's body automatically bent his knees to let Adam's sword pass over his as it was ejected from its hilt and cracked the stone pillar that was behind the hero.

As his body was about to straighten him out, Spider-Man's eyes saw Adam wasted no time to close the distance between him and the hero. As Adam was in the air over Spider-Man still bent in a 90-degree angle, his sword that hit the pillar ricocheted in to the air and was grabbed by the bull Faunus's waiting hand.

A gun was fired, but no bullet was seen.

His awareness to everything around him slowed down in Jaune's eyes, allowing him to see the way Adam fixed his blade to point downward. How the force behind the strike would surely pass through him like he was butter and how his spider sense was working overdrive to send many signals throughout his body to dodge.

The legs, even when it was in an awkward position, were the first to react as the powerful limbs pushed Spider-Man to the left. Spider-Man's perspective was still seeing everything in slow motion that as he saw his mask reflecting off the deep crimson colored blade he almost missed the fact that Adam's other arm held the scabbard at Spider-Man.

Adam's scabbarded, the sheath that holds a sword, was also a gun.

'Of course, the sheath, which is mainly used to hold a sword, was also a gun.'

A flash erupted from the 'barrel' and as the bullet whizzed past Spider-Man's mask, Adam's hand that held the blade showed how sharp it was by effortlessly cutting through the ground and back into the sheath.

Nearly evading the bullet, Spider-Man tried once more to dodge the slash.

Sadly, it wasn't a regular sword slash. The same sound of Adam's gun was heard a third time and instead of a bullet heading to Spider-Man it was his blade, coming at an alarmingly fast pace!

'He used his gun to make his sword swing go faster! It's too close, I'm not sure if I can dodge it in time!'

Two things happened, the first was that Spider-Man was able to evade the lethal attack, the second was that his hand however-

(SHNK)

wasn't so lucky.

[Rito]

"To be perfectly honest with myself!" A claw swipe was dodged and was counteredl with a kick to the Beowolf's snout, making it recoil in pain. "I always hated using the trains back at home. It was too crowded, had that awkward silence sometimes that if you make a cough, everyone would know it was you, and also the occasional weirdo that tries to touch some chick and lie about saying it was an 'accident'."

Rito's situation was not getting any better. The train wasn't stopping anytime soon and when he found out why was due to a grimm breaking the controls things started to go messier after that. Fighting off the Grimm, making sure to keep the people who were on board, and also figuring out how to stop this metro was no easy feat.

Spider sense warning him of danger, the hero from earth ducked to avoid a massive black paw that tried to swat him off the train. While in a crouch he kicked the hind legs under the beast and with the right timing kicked the monster off of the metro.

"AAAH!" Not even getting a small reprieve from his actions, the hero looked at the train cart in front of him and saw a large Ursa using his bony claws to impale the passengers.

"Hey, Yogi!" Sprinting, the web head used the dust webbing given to him by Jaune and fired small blobs of webbing that when it impacted the Ursa it soon expanded and incased it. "That ain't no pic-a-nic basket!"

Immobilized, the bear Grimm could only snap and roar in frustration and was soon permanently silenced as Spider-Man savagely pummeled the beast's head till it's skull face was caved in.

"Thank god," He can now let out a sigh of relief. "No more grimm attacking the train. That just leaves how to stop… this... thing…"

Rito didn't need to have his spider sense telling him that danger was coming, his eyes could see that at the end of the tracks was destroyed. From the distance and the speed of how fast the train was going, Rito didn't need to be a genius to know what would happen if he wasn't able to stop this malfunctioning metro.

Heading to the first cart, Spider-Man looked down to see the frightened train conductor, who was also sporting the same morbid realization, pushed buttons and levers to slow down the machine.

"Nothing is working!" He screamed, his panicking soon infecting everyone.

"I have an idea!" It was not really an idea, Rito said it just to try and calm the passengers down a little bit. "I fought Rhino in my world before, so how hard is it to stop a train? Time to find out!"

Jumping, Rito's felt it the railings and just as he thought he had a firm stance, his back was soon assaulted by the large mass of the train.

"Gaaah!" Back against the cold steel and feet breaking the railings wooden boards gave Rito constant sensations of pain that traveled up and down his body. "Ok! Definitely different than handling the Rhino!"

Using his ability to crawl up the train, Rito had to catch his breath after he tried to stop the train with brute strength.

"Got any other bright idea?" The conductor asked.

"A few." He lied, with the tracks getting shorter and shorter, and dust webbing being used up, Rito doesn't have any tricks left to get him out of this situation.

'It did slow down when I just used brute force.' It was painful to stop it, yet a light bulb in Rito's head clicked and a new plan came into motion.

Both hands raised, the Spider hero started to shoot web upon web that connected to multiple buildings that were being passed. Soon, his body started to strain as all the web lines he was shooting were starting to slow down the train, but at a cost of him being the anchor and to hold his grip on the webbing.

'It's working!' While the plan was succeeding, it was still not stopping it in time as the broken track was soon coming. Taking several deep breaths, Rito allowed his body to slide down from the train and braced his legs as he made himself the emergency brake. "EERAAH!"

Pouring more strength in his arms and legs, Rito exhaustion was reaching to the breaking point as he soon started to see double.

'Arms, getting harder to hold webs.' Tears in his costume started to rip as the constant strain continued to pile on the hero. 'Legs not doing any better either! I can't stop, or else the train will fall and hurt not just the people inside, but the people down at the streets too!'

Though he may no longer being thinking straight, his efforts were indeed bearing fruit as the train soon started to fruit as it soon slowed down and eventually stopped.

"Can't let go! I won't let go!" He muttered to himself.

"Spider-Man! Hey, Spider-Man!" The conductor of the train did his best to get the hero's attention. "You did it! You stopped the train! I can't believe it! Your freakin amazing!"

"Ah!" With shaky hands uncurling, the hero's arms sagged back to his sides, back sliding down the train, and the gravel floor welcomed him as he sat down to recover some of his energy.

"Crap." He raised his hands to see that his gloves shredded and some skin a bit torn with small droplets of blood beginning to pour out.

Gently reaching his back, Rito hissed out in pain when he made contact to a small tear that showed his bruised skin. Legs weren't looking so hot either, as shown by how he can see his toes sticking out of what was left of his costume around his legs.

"Grh!" Willing himself to get up, a few silent curses and Rito was back on his feet. Putting a hand on the busted rain for support, the spider hero from Japan looked back up to see some people who watched his heroic display from inside the train with looks of worry and concern. "Everyone ok in there?"

"No one is injured, Spider-Man." A woman carrying a baby told him. "But… what about you?"

"Oh this?" He waved a hand up and down his body. "Would you believe me if this is a common occurrence to me?"

Somewhere close by a loud explosion was hard and was soon followed by the sound of Grimm roaring.

"Grr." Pushing away from the train cart, Spider-Man walked to the edge of the railroad and prepared to swing back in to action.

"Hey! You can't seriously go out there when you're so beat up!" Said another adult and soon made other people protesting Spider-Man's actions when he was already exhausted.

"You've done enough!"

"Please, Spider-Man. Stop and focusing on resting!"

"Stay inside here. I'm sure Huntsmen are coming here soon!"

"Don't worry about me. Just stay safe and wait for help to arrive." Ignoring their pleas for him to rest, Rito couldn't stop when Jaune, the real Spider-Man of this dimension, was fighting the true culprit behind this mess. 'Jaune trusted me to take care of the city and I can't let him down. I'm sure if the situation was reversed, Jaune would do the same thing too!'

Swinging to where he heard the commotion, Rito thankfully arrived to see a little girl, who looked like a gothic loli he would usually see in Japan, was running away from a pack of Grimm that was quickly catching up to her.

Following them, Rito saw the girl disappear in a partially intact building making the Grimm unable to follow as they were now bashing the doors open to get to her.

'I'm a bit to winded to fight all of them and I need all the energy I can get.' Reaching for his belt that stored his web cartridges, He pulled out 2 small vials that were colored red and the other white. 'Thank goodness I still have some of Jaune's dust webbing left.'

Landing on the street he ejected the webbing that was in his web shooters, placed the ice and fire dust cartridges in, and fired the ice at the monsters. The webbing that was infused with ice did its work immediately as it froze the Grimm in place, turning them into ice statues, but that was only half of what Rito had in mind.

Reason why he was on ground level and not in the air was to use a nearby car that was already totaled, lifting it above his head, and threw it at the frozen grimm.

As the ice shattered and the Grimm being knocked away by the large car, Rito used his other web shooter, the one that is housing the fire dust, and fired a stream of fire at the car that was soon engulfed in flames and the Grimm along with it.

"That was easy." With the streat gone and no other grimm in sight, the young spider went back to following the girl still copped up in the building. "Hey! You're safe now! The Grimm chasing you are dead!"

No response, only silence.

Pushing the doors open, Rito walked inside and was greeted by darkness and no girl.

"I would think this is a trap." He walked inside and used his spider sense to navigate the darkened rooms. "Yet if there is an off chance that she needs help…" He sighed in resignation. "The things I do for friends. Hello! You're safe, little lady!"

As he walked further and further, the hero from Japan couldn't help but hear his feet step on what he could only assume being broken glass or small rocks.

Finally reaching a room that had some light, Rito entered and the little girl cowering in the corner. Her legs hiding her face and her body shaking to what is probably fear.

"There you are!" A sigh of relief left his lips as he walked over to her. "We got to go! We can't stay here any longer."

Just a touch, a finger that touched her kneecap and the girl soon shattered to pieces.

"…!?" Auto reflex kicked in and a back step saved him from impalement as a large spike emerged underneath where he originally stood. 'Need to leave this room! Got to get more space!'

Doubling back to where he entered, Rito was then assaulted by a sudden flash of bright lights and when he opened them once me, he found out why everything was in the dark.

Sand.

There was sand covering the entire floor.

Not just on the floor, somehow there was sand on the walls, the ceiling, and even the hallway that led him to the girl was coated in sand!

His spider sense screamed to move, to dodge and to evade, but how? How can he when he was already trapped the moment he entered.

The sand piled on to him and soon, Rito was completely engulfed.

It was like drowning, only rather than water it was sand, but luckily it seemed that his head was safe and he drank in all the air he could take.

"Haah, haah! Huh?" In front of him was the same girl he tried to save only this time her body and stance was one of bravado rather than fear. Again, he was caught off guard as her body once more shattered and in her place was another girl who looked like someone, he thought would never be in a place like this.

"Haven't we met before?"

Neo lifted up her leg and brought it down.

Ok, so this is the third part of the final arc of the Breached crossover with Magister of Oz. This was a big project and I hope you guys enjoyed the ride so far. To be perfectly clear, I had planned for this to end soon, but with how grand and detailed I wanted everything to show, I needed to expand the world building a bit, or at the very least, wanted to show what both Jaune and Rito are dealing with on their own. Some of you are thinking that I am a man who is cruel to leave such cliffhangers, yet I know that since I left the cliffhanger on this chapter, I must craft the other half in a more better pace and also making sure I tie all of the in one go. Hope you all understand my plight and I also hope you all enjoyed this chapter.

Now, let's get started on explaining what happened in this chapter.

One of the biggest thing's you guys are now going to ask is Mr. Li, most importantly, his darker self that was shown this chapter. Yes, he is Mr. Negative and I am mostly using the PS4 game and also the comic version put together. He knows he has this dark power, but he has yet to put his full power due to how it effects grimm. Salem may control the grimm, but in the deepest origins, Mr. Li has the power of both Light and Darkness, so it should only lead to a possibility that he can control the grimm, since they were originally attuned to darkness.

The train was a reference to Spider-Man 2, but with some changes on how Rito can still keep going. Since Magister of Oz is using the modern Spider-Man, Tom Holland, the same Spider-Man who was in Far from home who survived a full collision from a bullet train, meaning he more durable then the Sam Raimi Spider-Man 2.

Speaking about Sam Raimi, I wanted to also show more of Sandman's full versatility with sand and I hope you liked the surprise on how creative Flint can do with his sand powers. I always thought about how Sandman was like Crocodile from One Piece and I might actually incorporate more on it later.

Glynda, who was an absolute beast in the show, did not have enough love and was even not shown in later volumes. I'm sure there is back story as to why, but I think it's due to how OP she was written and they did not want her to fixe all of RWBY's problems. I also used the fight scene from Guardians of the Galaxy, the part with Yondu and his arrow and thought it would be cool if I had Glynda to something the same way.

As for the Adam and his ambitions, that was something I felt like had to redo and also change some things. I am probably some of the few who actually felt like Adam was written badly for the sake of the plot, which was done horribly just for the bumblebee shippers, in my opinion at least, and I wanted to do the character some justice.

I wanted him to show he was not just some monster who was just a monster. A character that was similar is Cinder who was a flat character and so I wanted Adam to be more in depth. I took inspiration from OG masked anime characters like Char Asnable, from Mobile Suit Gundam, and Full Frontal, also from Gundam Unicorn, who both showed that they have motives as to why they commit such actions and above all hide who they are behind a mask for the sake of being a vessel to the wishes and ideals of their people.

Plus, once again, in my opinion, how RT wrote how they wanted Adam and Blake to have a past romance, even when Monty wanted them to have just a simple, Teacher and student relationship, already spelled Adam's doom to being a terrible character made me want to change that as well.

As for the fight between Adam and Jaune. Now, this was also something I had in my head, changed some things, re wrote, and even scrapped but I eventually decided to keep what I have. Jaune, who is able to dodge attacks, was just unaware of Adam's full capabilities with his sword and scabbard. Just like how Jaune was unable to avoid Ruby and her semblance. Rest assured, now that Jaune knows what to avoid, he will be much harder for Adam to attack.

Before I end things here, I would like to once again thank you all for your opinions. I have read some of your comments on how it does feel forced on how there is another Spider-Man in my story and I understand your discomfort. I promised that I would have done this kind later on, but instead I did it out of the blue. This however, is just a test, a way for me to see how well I can build up the idea of collaborating with other fanfic writers. I apologize for this kind of rushing, but I hope you all will still hold out a little bit longer as this chapter and the next will be the last of the Breach Arc and I will get back to just Jaune being Spider-Man.

Anyway, hope you liked this chapter, sorry again for the delay, and I hope you guys follow, fav, and leave a comment on your thoughts. I also want to give a huge thank you for my Beta Reader for the help and you guys should also check his work too! Take care and thank you!"

[Omake: Legacy]

Somewhere outside the ring of fire, there was a neighborhood like any other. It was a street that had the same corner drug store, same public park, same family owned restaurant, and the same kind of trouble.

News spread as everyone outside the ring broke into chaos. People breaking and stealing anything to have incase the worst happens. Going so far as to ruin family stores that was built years ago, assaulting each other they once called friends, and even going to such length to forget who they were all in order to stay alive incase the grimm show up made the increasing chaos more terrible.

A pair of men were fighting over some canned food and as one man was beginning to lose the fight, the victor was soon hoisted in the air by the collar of his shirt and was faced with another opponent.

A man, tall, dark, and built as if made from onyx lifted the assaulter with a single arm and looked at him with a look of disappointment.

"You're a damn fool." The strong man said his remark and with little to no effort, flung the man away and landed in a nearby dumpster.

The display of power did not go unnoticed and several people who was likely associated with that man who was thrown aside tried their take on fighting the lone man. Each man with weapons that they concealed came to light, with one having a gun, tried their shot at besting the man.

Not a single scratch was made.

Knives were snapped in half, batons bent, and bullets only made the made even more pissed.

"I'm sick and tired of buying new clothes." He said as if this was a normal occurrence.

And just like the first on, each and everyone of them were thrown in the dumpster and the people who watched the display soon cleaned up their acts and soon order began to overpower chaos.

"You ok?" He asked the man as he helped him up his feet.

"Yeah, thank you. You're him, aren't you?"

"Yeah." There was no denying it since everyone who lived in this neighborhood knows him. "New to these parts?"

"I just moved in." The man answered. "Didn't like the deeper parts of the city. Too much crime," He shrugged his shoulders. "But I guess it follows wherever you go."

As the man picked up his remaining canned food, the person who saved him stood in silence until eventually asking a question.

"What do you see?"

"Huh?" He stopped mid pick up of a can of beans and looked at his hero.

"What do you see?" To show what he meant, the string man used his arm and waved it at the surroundings.

"Um," Looking, the man looked and saw the people who lived here clean up the mess of their rioting. Humans and Faunus, helping one another, not a single one looked to insult or cause a fight as they helped fix their problems. "Order and peace, I guess."

"Yes and no." He agreed and started to explain why. "It's our legacy. We only have one life and when our way of life is broken, we either help pick it up or walk away to have the next generation pick it up. Which one are you?"

His question struck a chord and as the big man walked away to help, he stopped when the person he saved asked out loud.

"Is there any way I can help?"

He smiled and looked back at him. "Yeah, we need all the help we can get. I know you heard about me, but let me introduce myself. I'm Luke Cage and welcome to the neighborhood."

As another apology, I hope you guys enjoy another Omake.

[Omake: The Devil that's lives above ground]

Sounds.

There were a large variety of sounds.

Some small, like the sound of children crying as they witness monsters crawling out of the darkness from below.

Some loud, from the voices of adults screaming in distress to even their last breath as the grimm hunted them down.

The cacophony of such noise was unsettling as it filled the air like a thick blanket and as the screams of terror reached higher and higher, they were all soon silenced as a powerful ring sounded.

(BONG~!) (BONG~!)

The bells of the church rang loud enough to echo throughout the streets and was soon used as a signal for the people to seek safety.

Many ran for their lives to reach sanctuary and while some made it with open arms from other civilians. Some were not so fortunate as they were either to slow or too far to reach the church. All hope seemed to drain from the few people that couldn't make it to the church and as they large wooden doors shut and the grimm closing in, the only thing they could do was pray for a miracle.

Before a beowolf could even pounce at its prey a single figure, appearing out of nowhere, landed on top of the wolf grimm, killing it upon impact and causing the rest of the small pack to halt at this new intruder.

At first, they were glad that their prayers were answered only to be once again surprised at what had saved them.

It was a tall figure, wearing red all over his body, but the one thing that they will remember of their savior was the horns that were above his expressionless face as he showed no traces of fear what so ever.

For it was not a miracle taken the form of a huntsmen, nor was it the hero Spider-Man.

The one who answered to their prayer for help was none other than the devil himself.

Added Omake for Mother's Day.

[Omake: Thank you for everything]

It was early morning in the Parker household and Aunt May was enjoying her time watching the morning news. A cup of coffee in her hands, a plate of freshly made breakfast across from her on the living room table, and a day off on the weekend was always a nice time for Aunt May to relax in her home.

[Bing~Bong!]

"Hmm?" She moved her head to take a glance at the front door. "Someone here this early? I don't remember a package I ordered, so who could it be?"

Setting her cup down next to her breakfast, Aunt May walked to the door and used the peephole to see who is outside.

"Pink?" Was all she saw in the peephole and nothing else. "What in the…"

Finally deciding to open the door to get a better look at who was at the door she opened it wide enough for her to see who it was.

"Jaune?" She said in surprise as Jaune was holding a bouquet of pretty flowers in his hand. "What is this?"

"A gift." Was all he said before handing the flowers in Aunt May's hands and then pulled out another surprise in the shape of a small rectangular black bod. "Well, make it two." Opening the small box, Jaune showed Aunt May a beautiful necklace with a golden heart that held a diamond in the center.

"My word, Jaune!" She gasped. "Why would you buy this for me?"

"Why wouldn't I? It's Mother's Day and I wanted to get your something."

"Mother's Day?" She completely forgot about what today was and she never really expected that jaune would do this for her.

"You helped me since I came to Vale. Gave me a roof over me, fed me, and gave me a chance to grow. The way I see things, you've been a mom to me from the beginning and I wanted to show you my thanks. Don't worry about lein, for today I'm going to be the one to spoil you!"

"Spoil me today?"

"Yup!" Entering the house, Jaune led Aunt May in the kitchen while also explaining her what his plans are. "I plan to give you a great day and to start things off I'm going to take you to restaurant that I reserved a table for us!"

"This is a bit sudden though." Not having a vase to put the flowers in, the lady of the house had no other choice but to use a pitcher as a temporary flower vase.

"It's not going to be right now. The time I had reserved is at 4pm, so we have plenty of time. Please, Aunt May, I want to show you my appreciation for everything you've given me." As he spoke, Jaune pulled out the necklace he bought and placed it around her neck.

"Well, ok," Afterall, with how much Jaune already gave her she couldn't deny her feelings of being thanked. "Thank you, Jaune."

Some time after Jaune took Aunt May to dinner and coming back home. The day was beginning to wind down and as Aunt May was about to retire for today, she asked Jaune a question.

"Jaune, have you talked to your mom yet?"

"…. No." Jaune didn't look away when he told her his answer.

"Jaune!" Aunt May sounded appalled. "I'm grateful for what you did for me today, but go talk to your real mom, Jaune."

"I know your right, but Aunt May-"

Not saying another word, Aunt May placed a hand on his shoulder and gently squeezed as a sign of comfort. She was already aware of his circumstance and though she doesn't wish to push today was still Mother's Day and she was certain Jaune's mother would love to hear her boy call her.

"I'm sure she would love to hear her boy again. Not just for you to celebrate Mother's Day, but for her to calm her worries that her only son is fine. I'm going to my room, so take your time to call your mom." Reaching close to give him a peck on the cheek, the owner of the house made her way to her room leaving only Juane to himself in the living room.

Simply calling was harder than expected, but Jaune was still able to put his shame and fears aside and pushed the call button to his mom's scroll number.

The ringing last for a few seconds and on the other side of the call he heard her voice.

"Hello?" Just hearing that single word almost made Jaune lose his composure. "Jaune?"

Taking a couple of calm breath, Jaune responded.

"Hey, mom." He failed to hold back some of his emotions. "How are you?"

"I-I'm..." Her breathing of getting shaking and Jaune could only imagine what questions she has to say to him. "I'm doing good, honey. How was your day?"

That evening Jaune stayed on the scroll talking to his mom with both sides telling each other how there day went, what they have been doing since Jaune left the house, and other topics to pass the time.

All the while both of them could hear the sounds of their crying knowing that both mother and son were not forgotten.