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Summary: Brought up as an idea by a reviewer I'm now working on a multi-chapter series that wonder what if Peter Parker had kept the alien costume which would have become Venom. While there are numerous ways of handling such a question. This story is one of those possibilities. I hope you enjoy it.

Notes: Set in Ultimate Spider-Man and the story is set after the night Spider-man went in and fought of arm dealers. But instead of being hit by the rifles he dodges them and frees Eddie Brock who becomes a new ally to Spidey. Things are looking good for the web-slinging that is until fate throws him another curve ball. If interested in the alien costume story, please take a look at my other Spider-Man story "Symbiote".

In The End

Things were looking up for Peter Parker, he had gotten back together with Mary Jane and had a person on the Daily Bugle he could use for information. That is if he was wearing his 'new' costume. In fact except for the occasional flare up, Peter was getting used to the symbiote and so was it.

He had just gotten out of his last class of the day at Midtown High. He walked through the halls not worrying about anyone giving him trouble. When he went over to open his locker, Peter was greeted by a very familiar voice.

"Why hello, Tiger" She said to him

Peter moved the door allowing the full beauty of Mary Jane Watson to come into his eyes.

"What's going on Mary Jane?" He asked

"Oh the usual high school comings and goings. Remember to buy those Prom tickets." She reminded him.

Peter nodded and tried to remember to buy those tickets. At least with the symbiote he wouldn't have to rent a tux, the symiobte could easily form into one.

"I'll remember about the prom tickets. You want me to put Liz Smith's name, right?"

Mary Jane gave Peter one of her trademark looks giving Peter the sign that the joke had crashed and burned.

"Okay I'm sorry."

She gave a wide smile. "That's fine Tiger, I'm sure it'll be a wonderful time."

"Oh I'm betting on it."

This time laughed.

"Ready to go home?" Peter asked

"Not today, me and a few of friends are going to the mall to purchase some things."

"Well can I'm come along?"

"Not if you want to stand outside a store for a couple of hours."

"Oh I get it. They're just some places a man should not go to."

She laughed again, "Well I better get going. See you later, Tiger." Mary Jane then walked away leaving Peter in the hallways of Midtown High.

After stopping by Aunt Mae's house, Peter went out again but he changed his clothes before going. He was now in his new black costume and swinging his way to Manhattan.

He was doing due to the fact he had a meeting with Doctor Reed Richards. He was told by this time he would have a full report by then and when Spider-man got into Four Freedoms Plaza. Reed Richards was standing with a notebook in hand.

"Glad you could come." Richards told him.

"Like wise, what do you have for me?"

"Well after running a full diagnostic on the sample. I've concluded that the symbiote is an alien. But not only that, but it also has some very impressive abilities."

"Such as"

"Almost limitless, first it amplifies the abilities of the host, then the suit can adapt itself to look like any regular piece of clothing. But also the symbiote has healing abilities."

"Healing abilities?"

"Yes, but it only occurs when it binds to the host for the first time. It doesn't heal after that."

"Anything else?"

"Yes, in addition to producing webs, the suit itself can separate itself into these bands and can form into any kind of object. These bands are called pseudo podia."

"Like the T-1000?"

"Yes something like that. And just like in the movie the suit can't change into a bomb nor a pack of cigarettes. The pseudo podia can be formed into blunt objects or stabbing weapons. But to that requires extreme amounts of concentration."

"So I'm better off to the webs?"

Richards nodded. "Besides leaving the limb stretching to someone else."

Spider-man smiled under his mask.

A couple hours passed and night settled on the city and the roads into the city. A car was speeding along the road, at least ten miles above the speed limit. As the car made it's way back to New York , the driver was busy putting in a cd and chatting with her friends to realize what was on the road and the next couple of seconds felt like hours.

A mid-size sedan was going to turn into the opposite lane when the driver noticed a small compact coming up fast. The driver of the mid-size tried to pull out. But there wasn't time and when the driver of the compact realized what was about to happened. She slammed on the breaks but that did not stop the crush of metal, glass, plastic and bone. On a road outside of the city were two crumpled cars and the occupants inside of them. Everything was silent and then people screamed and sirens wailed.

Peter Parker was working on some calculus work when he heard Aunt Mae scream.

"Oh my god!" She yelled at the top of her lungs.

Peter got up from his chair and raced down stairs. He found Aunt Mae clutching the phone to her chest and had tears welling up in her eyes.

What happened next shook Peter's world down to the core.

"Mary Jane's been in a car accident!" Aunt Mae sobbed