Just a little one shot I felt like doing. Note, Arden Ambrose belongs to Scam Man. I got permission to use his character in this fic. The events in this fic take place in an alternate version of the RWBY Spider. Either way, I don't own Arden, Scam Man does. I just want to establish that.

"Ok, we get it! Now start the # ing thing!"

Ok. P.S. bonus points for anyone who can find the Spider-Man 2099 reference.

The city of Vale was teeming with crime. Not just random thugs running around with guns, but crooks that get their hands on advanced weapons tech and use it to terrorize the city. But, there were heroes who rose up to fight back and protect the people. One of these great men was Arden Ambrose, the Spider-Man. After receiving a bite from a genetically augmented spider and gaining spider like powers, Arden decided to follow his family's motto. With great power, comes great responsibility. As Spider-Man, Arden inspired hope to the people of Vale. But, the hope eventually faded the day he died. Once Vale's greatest hero faded, darkness returned. The city once again lived in fear. Even the other heroes were unable to fight against this new wave of crime as they were to occupy dealing with mad men trying to take over the world. But, eventually, the hope returned.

Remnant 1610, 2 years after Arden Ambrose's death….

Atop one of Vale's skyscrapers, a lone figure stood. A red and black body suit covered his being. White lenses observed the city before them. The figure took a moment to take in all the sites. And then, he fell forward. He plummeted a few feet before extending his hand forward. A string of web like substance shot out of hit. Then he swung forward and extended his other hand. Another web shot out as he continued to swing. The figure repeated this process as he traversed the city. As the figure landed on a nearby rooftop, he noticed the device on his wrist glowing. He pressed a few buttons on it. Then a holographic image appeared. 'ROBBERY IN PROGRESS, 928th STREET.' The words generated on the holographic screen read. 'SUBJECT IDENTIEFIED. HERMAN SCHULTZ. A.K.A THE SHOCKER.' "Arden, why is it that your bad guys always had the worst fashion sense?" the figure asked himself. "Ah, who am I kidding? It's just as bad as what you and I wear." The man then turned off the holographic device and started swinging towards the crime in progress.

Police sirens blared as officers surrounded the New Vale bank. "Alright Schultz, give up, you're surrounded." One of the officers said. "How about, no." A voice replied from within the building. Then sonic shockwaves slammed into one of the cars, sending it flying into a nearby building. Then a man in a yellow and brown padded suit walked out, one hand outstretched and the other holding a bag filled with lien. The Shocker laughed as he continued to blast away at the police officers. Then a web line tagged his hand and pulled it into the sky, sending a shockwave meant for a wounded officer into the sky. "Should have given up when you had the chance Shocker." Said a voice from above. Then the red and black figure jumped down. "So, you're that new Spider-Man that everyone's been talking about?" the super villain said. "Hopefully you're not as annoying as Ambrose was." The Shocker then fired another shockwave towards 'Spider-Man'. The arachnid themed hero dodged it. "You know, you have got to be wearing one of the most ridiculous super villain costumes ever, of all time." Spidey said. "The only guy who beats you is 'Paste Pot Pete'. Man that guy was freaking embarrassing to fight. I mean, super glue guns, really?" "God, you jabber even more than he did when we fought." Shocker said as he dropped his bag and started using both his shock gauntlets to attack Spider-Man. "I wouldn't be too sure about that. I mean, Arden did have better jokes. But, I have some spiffy new tech." The spider said. "For example, the new upgrades that I installed into my Spider-Bots." It was then the Shocker's gauntlets stopped working. "What the?" He shouted in surprise. "Portable power dampening field. Can depower even Iron Man's armor." Spider-Man said. "So, now the big and tough Shocker is just a regular guy in some weird costume." Spider-Man then landed a right hook on the super villain, knocking him unconscious. He then proceeded to tie up the crook with webbing. "We'll take it from here Spidey." One of the officers said. "Ok then, see ya." The web head then proceeded to swing away. "Huh, the new guys not to bad is he?" One of cops asked. "Yeah, but I still liked Arden's quips." Another replied.

Spider-Man swung to Central Park. He walked over to a large statue, portraying a man in a similar costume to his. On the bottom, was a plaque that said 'IN LOVING MEMORY OF ARDEN AMBROSE, THE AMAZING SPIDER-MAN. R.I.P' Spider-Man stared at it for a moment. Then, after making sure no one was around, he removed his mask, revealing a face that was no more than at least 16 years old. His bright blue eyes stared at the statue before him. "I've been getting better at this Arden." He said. "Took out the Shocker without any extreme collateral damage." The boy sighed before continuing. "It seems like yesterday that this all started."

2 years ago…..

Burnie Parker (or Burn as he preferred to be called) walked into Alchamax Tower. He was impressed by all of the advanced technology lined around this place. And it was just the lobby. Under normal circumstances there would be a hologram to begin the tour, but it was malfunctioning and in need of maintenance. So Burn just walked around, observing the technological marvels laid out in front of him. He had just recently arrived in Vale to apply for a job at one of the two best scientific corporations in Remnant. Alchamax and Horizon Labs. He figured that he would try his luck here first. Burn walked up to the secretary's desk. "Hi, I have an appointment with Mr. Stone. My name's Burnie Parker." He said. The secretary took a look at the computer for a moment before glancing back at him. "You're here about the internship?" She inquired. "Yes." Burn replied. "Go down the hall, take the elevator up to floor 35, and turn left. His office will be right there." She said."I'll let him know you're coming." "Thank you." Burn then did exactly as instructed. Once arriving at the door to Stone's office, Burn knocked on the door. "Come in." Came a voice from the other side. Burn took a deep breath and opened the door. There sat Tiberius Stone, head of the Alchamax Corporation. "So, you're the famous Burn Parker I've been hearing about?" he asked. "Yes sir." Burn said with a slightly nervous tone. "Your file says that you have one of the highest I.Q.s in Atlas, possibly in all of Remnant." He continued. "I wouldn't believe I am that smart sir." Burn said. "And you're work on cybernetics is fascinating, even though they were built with very few small parts." Tiberius stared at the young man before him. Burn was feeling a little nervous. "You say your work was inspired by Otto Octavious?" He asked. "Yes sir. His work was an inspiration to me before he had his, issues." Burn trailed off at that last word. "We never could find someone who was as good with cybernetics as Otto." Stone said. "Until today." "I, beg your pardon?" Burn seemed shocked. "Welcome to Alchamax Mr. Parker. I'll be expecting great things from you." The phone rang at Stone's desk. The CEO of Alchamax answered it immediately. "Yes?" He asked. After a while his face grew a scowl. "I'll be right there." He then hung up. "Mr. Parker I have some business to attend. You go and get rested for tomorrow. It will be your first day after all." "I won't let you down Mr. Stone." Burn said. As Burn left the office, he didn't notice the strange black and red spider that climbed into his satchel.

A few minutes earlier….

Miles Warren tapped the glass of the container as he observed the arachnid trapped within. "Finally, after all this time." He said. "Soon, Alchamax can create an army of Spider-Men. Superior to the current model." He turned away to look at some new data he was getting, not noticing the spider pushing the glass box forward with enhanced strength. "After months of observation, we finally got a DNA sample from The Spider. Soon, we can recreate the effects the last spider had on the him." After wards a loud crash was heard. Miles turned around to see the glass case on the ground and the spider missing. "Crap." He said as he searched desperately around for it. He didn't see the spider crawl into the vents.


Burn walked into the apartment he managed to purchase upon arriving. The lien his Uncle donated him was really helpful in that regard. Burn sat on his couch and turned on the six o'clock news with Lisa Lavender. "Spider-Man saved the day once again when the Frightful Four held an elementary school bus hostage. The Spider managed to incapacitate all four members without any harm coming to the children." She said. 'Why would someone be dumb enough to go out there and get nearly killed? I swear this 'Spider-Man' is a maniac.' Burn thought to himself. The teenager reached into his satchel to retrieve his laptop, but immediately withdrew his hand in pain. Burn saw a spider crawl out of the bag and sprint away as quickly as it could. Burn's eyes widened in realization at what just happened. Then everything went black.

One hour later….

Burn opened his eyes to find his apartment. He sat up from the couch and looked around. 'It must have been a dream.' He thought. Then Burn's stomach growled. 'I should probably get something to eat.' Burn then left his apartment, unaware of the dead spider underneath his couch.

Burn ate his hot dog that he purchased from the vendor. To be more accurate, he purchased 5 hot dogs. For some odd reason he felt really hungry. While Burn was eating his 3rd hot dog, a weird tingly sensation manifested in the back of his mind. Then, almost reflexively, Burn somersaulted into the air, dodging the runaway bicycle. Once landing, Burn just stood there, shocked at what he just did. "How did you do that?" One of the people watching asked. Burn was speechless. "I've got to go." He said as he dropped his hot dogs and ran. He didn't know how fast he was running, he just ran. He turned and ran down an alleyway before stopping to catch his breath. 'What was that back there?' he asked himself, placing a hand on the wall to balance himself. That's when Burn noticed that his hand was sticking to the wall. He tried to remove it, only to find that it was rather easy to do so. Burn then put two hands on the wall. 'No.' Burn thought. The teenager then proceeded to move his feet onto the wall as well. They stuck too. 'No.' Burn repeated in his head. He then proceeded to scale the wall with ease. 'Is this really happening?' he asked himself. He then reached the top of the building and looked down. 'It is!' he couldn't believe it. He was turning into Spider-Man.

Burn slammed the door to his apartment, nearly breaking it with his enhanced strength. 'Please be a dream, please be a dream.' Burn repeated inside his head. Suddenly, there was a knock at the door. Burn took a moment to calm down and answer it. There stood a boy who seemed a couple years older than Burn. "Can I help you?" Burn asked. "I just want to talk." The boy replied. "What do you mean?" "I'm talking about how you are able to climb walls dude." Burn nearly slammed the door but the boy held it open. "You even got the same strength." He said. "What do you want" Burn said in a panicky voice. "Calm down, I told you, I just want to talk." He said. "Can I come in?" Burn just nodded his head. The boy entered his apartment, got a chair, and sat down. "When did you find out you could do this?" He asked. "W-who are you?" Burn questioned. "Arden, Arden Ambrose." He replied, extending his hand. "Burnie Parker, most people call me Burn." Burn shook his hand, calmed down slightly. "Alright, start from the beginning." He said. "I just got back from a job interview when a spider that was hiding in my satchel bit me and I got knocked out. I woke up thinking it was a dream and went to get a hot dog. The next thing I know, I have a weird buzzing feeling in the back of my head, I'm extremely acrobatic, I can run pretty fast, and I can climb walls." Burn took a deep breath as he finished his tale. "The whole buzzing thing is your Spider-Sense." Arden said. Burn just stared at him. "What?" "You're Spider-Sense, a sixth sense that alerts you if something bad is going to happen." Arden continued. "How do you know this?" Burn asked. "Because we're the same." He replied. Burn pieced the puzzle together. "You're Spider-Man?!" Burn exclaimed. "Not so loud, you don't know who might be hearing." Arden attempted to hush Burn. "Yes, I'm Spider-Man. And let me guess, your job interview was at Alchamax?"
"It was a school field trip for me. Next thing you know, a mutant spider bites my hand and I get all of these powers." Arden used his webs to grab a soda can and pull it towards him, catching it with ease.
"So, I decided to use my gifts for good and help people."

"And what, you want me to dress up in some ridiculous costume to?"

"It's not ridiculous, it's iconic." Arden countered. "I don't care." Burn said. "I'm not going to waste my life running around in spandex saving kittens from trees. I just got an job at one of the greatest scientific companies in the world and you expect me to give that up? You're Spider-Man and you're doing just fine. You're ok with getting shot at or getting cars thrown at you and all of that shtick. There doesn't have to be any more Spider-Men." "You can just ignore this Burn. You have the power to do good things. You can help people." Arden said. "I don't want to help people and be a super hero! I just want to live a normal life!" Burn shouted. "Normal is just a word with no meaning." Arden countered.

"I'm not doing this."

"You have to."

"No I don't."

"Yes you do. With great power, comes great responsibility."

"Well, maybe I don't want any responsibility. I never even wanted this power in the first place!" Burn was practically shouting now. Arden just stared at him for a moment. Then he sighed and walked out the door. "I can't force you to do this." He said. "It's your choice." He then left, leaving Burn alone.

That night….

Burn watched the news. Tiberius Stone had been revealed as the monster known as the 'Goblin.' And Arden was fighting him. The entire city was in chaos. The Avengers, X-Men, and everyone else was occupied. Leaving Arden and Stone alone. Burn watched the fires on screen. He could hear people screaming. Burn tried to look away, but he couldn't. He debated on whether he should go or not. 'No, I'm not a hero.' He thought. It was then that Burn saw the Goblin shove his claw into Arden's abdomen. 'Alright that's it.' Then Burn sprinted out of his apartment and scaled the building in front of him. Once he reached the rooftop, Burn extended his hand quickly in a manner similar to Arden to see if a web would come out. Nothing happened. "Guess I'm running." Burn said. 'Please get there in time.' Burn quickly got there quickly. Once he arrived, he found the Goblin impaled with a metal pole, dead. 'So much for my job at Alchamax.' He thought. Then Burn heard sobbing. He followed the source and froze. There, lying dead in a pool of blood, was Arden Ambrose. His suit was torn in multiple places and his mask was missing. He was completely limp with his eyes closed. Burn found the source of the sobbing originating from a cat faunus who was kneeling beside Arden's body, crying uncontrollably. That's when Burn felt a deep, deep sorrow. Burn realized what he had caused. Burn then ran, he ran as fast as he could away from the battle field. 'What have I done?' he asked himself. 'Like a fool I refused to use the power I have been gifted. I could have helped. But I ignored it. I refused to help. And now, a good man is dead because of my refusal to act.' After Burn was far away enough, he burst into tears. 'It's my fault.' Burn repeated in his head. 'It's my fault'.

Two days later….

After they finished the burial ceremony and left, Burn walked over to the grave of the former hero. "I am sorry." He said. "I could have helped. I could have prevented your death. I could have saved you. But I didn't. And you had to pay for my inability to act." Burn took a deep breath before continuing. "I am going to make it up to you, Arden. I'll protect the city. I'll protect those you cared about. I'll become Spider-Man. I owe you that much. I promise you that I will fix what I have done. I will become the best Spider-Man I possibly can be. I will continue your legacy."

2 years later….

Burn gave a deep breath. "After the day you died, I applied for a job at Horizon Labs, where I used the tech there to build my Spider-Bot surveillance system, my web shooters, and my costume. I kept the look that you came up with. After all, it's iconic." Burn chuckled slightly. "I've kept my promise. Hopefully this makes up for not being there during your final battle with the Goblin. I admit it, I was a jerk. But not anymore. I'm living by your motto. 'Great power comes great responsibility' right? I just hope that I've done a good enough job. I don't know if I'll ever be as great as you were and still are." Then Burn's holographic watch started beeping. 'PRWOLER SIGHTED AT VALE'S NATURAL HISTORY MUSUEM.' "Well, duty calls." Burn then put his mask back on. "Good bye, Arden." And with that Burn swung away.