Disclaimer: I do not own RWBY or Marvel.

Okay some of you might want to know how powerful William Burnside is. He is twice as fast and strong as Steve Rogers. In this story Steve Rogers will be able to lift 8 tons and run at 78 mph.

Ch. 12

Earlier that Night.

Ruby used her speed to rush through the hall ways unseen while humming spy themes.

What was the black-red haired girl doing you might ask? Well she heard an annoying sound at lights out but she was too tired, when she finally got up she noticed that Yang, Blake and Weiss were gone. Wondering where they went for a moment she shrugged it off before she got an idea.

She had heard the lunch staff talking earlier about how they had too many cookie's and were worried about them going to waste.

Ruby would happily solve that problem for them.

So she had quickly gotten dressed and began sneaking through the halls.

It became apparent that something was going on because there were a lot more students in the hall than usual, but she figured that there was just a party that she had forgotten about.

After roughly 5 minutes of sneaking she made it to the cafeteria.

She zoomed into the kitchen before opening a door and seeing row upon row of cookies.

The girl laughed evily as she eyed the sweets.

"What are you doing here!?" a familiar voice said

It was the lunch lady who then promptly tried to kill Ruby over what she thought was a few cookies.

After that Ruby noticed that there wasn't a party going on as the student were walking around with full combat gear on with their weapons at the ready and their eyes were glazed over. While ducking into an empty classroom to avoid some students she had found Blake and after making sure that they were them exchanged stories.

Turns out Blake had been awoken by the sound of their door opening and had seen Yang and Weiss leaving and after quickly getting dressed she followed.

Turns out they went to a room where Doctor Faustus was instructing them on what to do and she figured out that he was somehow controlling the students and staff.

Knowing her Semblance would only get her halfway to Faustus due to the distance she decided the safer option would be to leave and try to find help which is where Blake found Ruby.

After a few more minutes of trying to find an easy way to sneak out of the school, they were forced once again to hide in an empty room, this time a broom closet.

Inside Jaune about had a panic attack as he thought the girls were going to murder him but after a couple of minutes they straitened everything out.

Jaune was in the nurse's office for most of the day due to falling down the stairs and had fallen asleep.

Now normally when it was okay for them to leave the nurse would wake a student up to go but by the time Jaune woke up it was after curfew.

He walked towards his room only to find Pyrrha and Ren in the Library with a few other students. Jaune decided to go over and see what his friends were doing.

A few seconds after he said "Hi" chaos began with his classmates and teammates trying to kill him.

Luckily he thought fast on his feet and whatever was controlling them seemed to handicap their abilities because Jaune was able to escape by knocking a book case over on them and then running out of the room and had been in the broom closet ever since.

After leaving there they eventually found a window in an old classroom that was used for storage and hadn't been used in years. Luckily this meant that the window wasn't connected to Beacons current security system allowing Blake to pick the lock (How she knew to do this Ruby had no idea) and open the window without alerting anyone monitoring the security system. They had then jumped from a 2nd story window into some bushes (Jaune actually fell). Where they waited until Peter had shown up.

Present

All of this had led up to the massive battle they found themselves in.

Ruby had Crescent rose in gun form. Due to how narrow and crowded the hallway was it kept her from using the Scythe on crescent rose. Now she really had wished she had listened to her uncle Qrow about adding in a sword mode.

She was in the back using her sniper skills to keep her fellow students busy while the other members of their make shift team fought.

Peter or Spiderman, She didn't even know what to call him! Was singing a song about kung fu while fighting. That Wolverine guy was getting cut to pieces but a minute later and the cuts were gone and that Bucky fellow had a gun in one hand and with his metal one was swinging his opponents like they were ragdolls. Blake would disappear and then reappear somewhere else. Jaune was doing better than Ruby thought he would.

And for an old guy Professor Ozpin was a pretty good fighter.

In the fight Nora came behind Blake with her hammer raised…

…only for Peter to reach out with one hand and stop her

With a mighty swing he threw Nora into the approaching Ren before webbing them to the wall together.

"Sorry Nora, I'll make it up to you later!" Peter said

Blake nodded to the Web Swinging hero "Thanks"

"Hey, what are teammates for?" he said helping her up

At that moment one of the mind controlled students came up behind him only to get knocked back by a well aimed shot from Ruby.

During this point in the battle they had only a quarter of the students remaining with the rest having been dealt with. Peter had simply webbed most of his opponents to the floor, wall or ceiling.

Then the door splintered as a new figure stood in the entry way.

"Cap?" Peter said before leaping over the heads of multiple people to sand in front of the man "What are you doing here I thought you said you were-"

CRACK!

Peter Spider Sense blared but he reacted too late as the shield nailed him in the head ripping off a part of his mask and leaving a nasty looking cut on his head.

"PETER!" Ruby screamed

The pain from the sudden injury made him momentarily pause giving the Captain America look alike the chance to grab him around his neck and pick the wall crawler up.

"You'll pay for what you've done here!" the scowling man said before throwing him through the air to where he landed near his friends.

He groaned at the impact as he hit the floor

"PETER!" at a moment's notice Ruby was at his side examining his wound.

Wolverine sniffed the air "That ain't Cap"

"Really?" Peter said in a weak voice "I hadn't noticed"

"That's William Burnside" Bucky said "When Steve was in the Ice they tried to make a new Captain America but it wasn't a complete success. His strength, speed and durability are 2x that of the original Cap but he's completely Psychotic and delusional. Sometimes he even believes he is Steve Rogers"

"I AM STEVE ROGERS!" the man yelled, having heard their conversation

"Case and point" Peter said trying to pick himself up, only for Ruby to try and push him back down

"Your injured" She said

"Sorry Ruby" he said "But I don't think the bad guys are just going to wait until I feel better to attack"

"I regret to say that he is correct Miss Rose" Ozpin said

"But-" Ruby's protests were cut short when she felt Peters hand on her shoulder. To comfort her or to stabilize himself she didn't know, maybe both.

"Its okay Ruby"

Silently the girl nodded.

The Fake Cap ran forward yelling angrily "TAKE THEM DOWN HARD!"

Bucky shot multiple bullets at the man impersonating his old friend only for the bullets to bounce off harmlessly.

"His Shield is made out of Adamantium" Logan said

"Terrific" Bucky said as he pulled out one of his knives.

Blake looked at the blade with a raised eye "If your bullets didn't work then I doubt that'll do anything"

Bucky smirked "Antarctic Vibranium" he said as if that explained everything before running forward to engage Burnside.

Blake looked at Peter for an explanation "It's also known as Anti-Metal and can cut through most metals like a hot knife through butter"

Almost as if to prove his point they heard Burnside yell angrily as Bucky's knife took off a part of the shield before punching Burnside with his metal arm.

Sadly Burnside sent a kick into Bucky sending him flying back.

The kick was strong enough to stun Bucky enough that he was unable to move in time when Burnside started running towards him. Almost everyone was too busy to come to his aid.

Then in a blur of motion Spiderman was standing in front of him and used Burnsides momentum and his own spider enhanced strength to send Burnside flying up through the roof into the hallway above where he then jumped through to continue the fight.

Bucky growled as he got up. It was too high up for him to get to by jumping so he would probably need not use the stairs or elevator.

"PETER!" Ruby yelled, obviously worrying for his safety fighting that monster. She then disappeared in a trail of roses through the hole.

Blake looked up at them

"Go" Ozpin said and Blake nodded before disappearing.

"Great" Jaune said "We just lost nearly half of our team"

"Don't worry Mr. Arc" Ozpin said as he walked past the younger man "I believe we can handle the rest"

With that Ozpin, Bucky, Logan and Jaune walked forward the last remaining students and staff.

Up in the Hallway

The fight had started nearly immediately.

To give her and her teammates distance from the crazed super soldier Blake took one of her magazines filled with fire Dust and threw it at Burnside before shooting it causing it to explode.

The explosion forced Burnside back. The moment the explosion of fire subsides Ruby came flying through the smoke and swung her Scythe down only for Burnside to block the blow with his shield and push back on Ruby.

Blake then appeared behind him and brought her katana down on his shoulder causing him to hiss in pain before turning around and trying to punch Blake only for her to dodge his blow.

This was followed up with Ruby shooting him behind the knee and Peter webbing his eyes.

Angrily, Burnside threw his shield in their general direction.

Peter tackled Ruby as the shield sliced threw the air before embedding itself in the wall.

Sitting up Ruby shot in Burnsides general direction only for the superhuman to dodge the attacks and duck behind cover.

Ruby turned to Peter "How did he do that with his eyes covered?"

"He was created to be a super soldier that could fight in even the worst conditions" Peter said

"Terrific" Blake said from the side

"Well, on the bright side at least he doesn't have all of Caps training" he said "That would be bad"

Back in the hall.

Ozpins movements were a blur with him taking out 5 of his students within seconds while Bucky and Logan finished the last two.

As Ozpin walked up to the door to the arena, he fixed up his clothes to make himself presentable before entering.

"Doctor Faustus" he said catching the man off guard "I'm afraid I'm going to have to fire you from our fine institution"

With this he walked right up to Faustus "Now reverse what you have done to my students and staff before any bodily harm befalls you"

Faustus took a step back "You wouldn't needlessly hurt me; you have to set an example to your students!"

Ozpin sighed "Regrettably I cannot"

Faustus smiled, this gave him leverage…

"But they can"

At that moment Bucky and Logan walked through the door

Faustus gulped.

Ozpin smirked "Neither are in my employ"

Back with Spiderman

The three continued to battle Burnside with Spiderman tackling him through a wall into the court yard only to be pushed off.

Ruby and Blake ran out to join their friend.

Burnside had plenty of cuts and bruises but the three teammates were starting to tire out.

It was then that a high pitched ringing sound rang out causing everyone to cover their ears.

"What was that?" Blake asked

"THE BELL TOLLS FOR YOU" Burnside shouted

"Doesn't this guy ever get tired of the crazy?"

"I WILL POUND YOUR BONES TO DUST YOU COMMIE SCUM" He yelled again despite the fact that there was no communists present, but hey, can't argue with crazy people "I WILL MAKE YOU-"

CRAAASH!

Yang had come out of the sky in a fiery blaze and drop kicked the crazed Super soldier into the ground. As she stood up straight she rubbed her head

"Ow, why does my head hurt so much? And wasn't it only sun set just an hour ago why is it starting to rise? Why is Spiderman here? And who did I just knock out?" Yang asked

"YANG!" Ruby yelled tackling her sister in a hug "Your back! And not Brainwashed!"

"Wait, What?"

ELSWHERE

There was a loud ringing sound and Rin found his head exploding in pain

What he saw was that he was in a hallway instead of his room and he was… webbed to a wall?

It was then that he felt something move on his chest and his eyes met green ones

"Hi Ren!"

He sighed "Hi Nora"

2 Hours Later

The Court yard was filled with police and medical individuals as they aided the students and staff.

Peter walked through the crowd. He could see Faustus being pushed into a police containment cell next to the one that housed William Burnside. Ozpin had explained to the police who these men were saying he got the information from some 'Marvels that had lent us aid'.

After the fight Bucky and Logan had vanished to who knows where and Spiderman had done the same only for Peter Parker to emerge a few minutes later. Officially Peter Parker had been pinned down in a storage closet during the whole event, or at least that is what Ozpin told anyone who asked. and what was on the official report.

"Hey Peter!" Ruby said as he approached one of the tents that the medical support had put up to check on everyone who had been attacked by Faustus.

"Hey Ruby" he said

"Not so loud" Weiss said as she laid down on one of the cots

Yang had apparently bounced back from her headache fairly fast and now only had a slight one, but Weiss was still feeling the effects.

"Sorry Ice Queen" Peter said, only for the heiress to let out a cross between a growl and a pained whine.

Yang looked over at Peter, particularly the bandage covering gash on his head "For a guy who hid out the whole time you have a good few bruises"

Ruby got quiet and Blake looked up from the book she was reading

"Well, I was running away from a bunch of people with weapons"

Luckily Yang shrugged it off

That night

Class had been cancelled that day, for obvious reasons. Many students after having been cleared went back to their dorms and slept the whole day.

Peter on the other hand had come outside. Looking up at the sky.

"So are you going out tonight?"

Peter turned and saw Ruby walk up behind him on the balcony.

"I think Spiderman can take a night off" he said

"Fair enough" Ruby said as she stood beside him.

For a moment everything was quiet. "So are you a Faunus?"

Peter laughed a bit "No"

"Then how do you do the whole Spider thing?"

"I was bitten by a radioactive spider"

Ruby let out a laugh for a moment "But seriously how do you do that?"

"I was telling the truth"

Ruby stopped laughing "Oh, uh, that's… weird"

Peter snickered at this

"Hey!" Ruby said in protest "Okay next question-"

"There's more?"

"Yes, a ton more" Ruby threw her arms in the air for emphasis "You owe me!"

"Fine"

"Are you and the other Marvels aliens!"

"…Kinda"

"Kinda!" Ruby exclaimed "What does kinda mean? It a yes no answer"

"Well…" Peter tried to find the way to word it only for Ruby to look at him expectantly

"I'm from another universe"

Ruby looked dumbstruck "There's more than one?"

"Several"

"Wow"

"Yeah"

Ruby chewed it over for a moment "So how did you get here?"

"Don't know and nobody I've talked to seems to know either"

Ruby looked at him closely "Are you going back?"

"I don't know if I can"

There was silence again

Ruby looked up at the sky

"I wonder if there are aliens up there?"

"On my world there was"

"What were they like?" Ruby asked excited

"Well the Skrulls were shapeshifters, the green guy I fought on the news was one, the Kree were jerks, the Eternals were cool if not OP, and the Celestials are something I could go without seeing again"

"Celestial?"

"Giant alien being that can destroy and entire planet"

"That's… wow" Ruby said

"Well at least they weren't like Galactus, he runs around eating planets"

Ruby's eyes grew comically large"WHAT!"

And so, they spoke throught the night on Peter's world.

Okay everyone, sorry for being gone a while.

First I have had a difficult semester at college, good news I passed my classes and got to graduate! Woo Hoo!

Second there has been some personal stuff going on and I haven't felt up to working on my stories, but I'm back! So hopefully I'll be updating more often.

Next chapter will focus on Peters friends feelings on knowing his secret and the others noticing that something strange is going on…

After that I plan on writing about what's been going on with Cap and Co. in Atlas during this whole time!

Now onto the reviews!

Traveler-who: Maybe on the Civil War in Vol 3. I plan on Vol 1 being more of the Marvel characters adapting to remnant and vol 2. Will be Remnant adapting to the Marvels as they'll be more well known and will be having more of an impact on the people living there lives.

I don't know why, but I can see your reviews fine.

Also you got an account, nice! I have to see if you've posted anything.

There's a story behind why everyone forgot and it'll be explained around the end of vol 1. Or the beginning of vol 2. The symbiotes will appear eventually… maybe a little altered not sure on this idea I have.

Sunbury34 Rocket and Groot will appear eventually as they are travelling with another Marvel character and will appear when they meet an important RWBY character. No more spoilers on that one.

Dune Arksmith: Thanks!

Actually in the main Marvel universe Cap is the 'Peak of Human Potential' and is in the category of Enhanced which means that his abilities are above Peak human but under what is considered Superhuman in the MU.

Nuke's strength varies depending on the story and who's writing Nuke. In some stories he just charges head first into a fight while in others he uses brutal gruella warfare. Sometimes he's a match for Cap in turns of speed and strength and in others he vastly beats Cap in terms of physicals. Sometimes he's in a berserker rage while other's he os still crazy but more tactical in the way he thinks things through. For this story I took his most dangerous aspects and combined them. And remember Huntsmen tend to work in groups of two to four so he would only have to take care of them in groups rather than all at once. Remember too that in terms of warfare Remnant in lacking behind in many ways so they wouldn't be aware of how to fight Vietnam hit and run attacks. So to put it simply he didn't take them all at once but one at a time with death traps and other taking care of the rest.

Lala1800: sorry it took me so long. Hopefully I'll be able to update sooner next time.

Jago Li Son shiranui: in the comics they've never actually set his speed the fastest feat I've found of his is when he manages to outrun a car moving at 200 mph, but this could be an outlier.

Icecat9: I'm primarily sticking with characters from the 60's and 70's with I think the Guardians of the Galaxy being the only exception. So not likely on the young Avengers but I may include say, X-23 as she is one of my favorite characters, so I won't say no entirely but I'm not currently planning it.

Please Review!

Thank you for reading and have a nice day!