Author's Note: A lot of stuff got in the way of this chapter being sent out in time. I'm sorry about that. But I managed to do so regardless. I'm amazed at myself. I guess when it comes to Spider-Man, I try to be there as best I can. This one is a long one and a lot of things happen. I'm excited myself. I try to be entertaining. If there's something wrong with it, I apologize in advance. But I trust it will be fun and interesting. Anyways, read on fellow writers and fellow readers! Enjoy!

Growth Episode One

He looked around his surroundings and what he saw filled him with disgust and fear. It took awhile for him to register. To act rather, but eventually he did albeit with much difficulty and the first thing he did was get rid of any sort of sign that would connect him to anything.

'What did I do? What did I do?' he thought over and over. Eddie could not remember what had occurred on his part.

Back at his apartment, he had taken off his coat, threw it in the garbage bin as well as his pants. All his clothes had been stained with blood. He took a glance at his phone and saw that Betty had tried to get in contact with him multiple times throughout the day.

"Anti-Venom?" he spoke out, looking around and upward. "Anti-Venom?" he repeated.

Eddie didn't understand what was happening to him lately. It had been happening for almost a week. He had told Peter what he became now that he was back from the hospital but he had not inform him that he was having trouble with the symbiote lately. It was as if it were beginning to have a mind of its own. But more than that, Eddie suspected it wanted to be more. To have more. He went into the bathroom and began to splash more water on his face. His face also stained with drops of blood and it wasn't his. Suddenly he acted out.

A monstrous sight lashed out with its mouth in a snarl showing huge sharp teeth and a long tongue but Eddie in a gasp, regained control. He was in shock at what he had just saw. A creature and it wasn't him. It wasn't Anti-Venom. It was scarlet red and more wilder.

"No. No...it can't be. What's going on?! What the hell is happening?!"

That was when he heard the voice which jolted him.

"We...."

Eddie was now frigid.

"...will no longer be what we are, Eddie."

"Why? Why?!"

"Things change. So do we. Our hunger is not satisfied. We grow. We must grow beyond what we are."

Eddie pressed his hands to the sides of his head. "No...no...not like this! Just hang on. We can still do this! We...have to stop bad guys not kill bad guys. I know that's what you want. You cannot make us do that! Remember what we discussed! No killing!"

"Soon...we will...and it will not just be criminals, Eddie!"

"What?"

No other words were said. The voice went silent.

Eddie went to the cabinet and got out some pills. He gulped a few of them down instantly after a few of them spilled down to the sink. The bottle was almost empty and that made him disappointed. But more importantly, worried.

A sinister voice was heard in the hollow part of his mind. Normally Cletus would dream of nothing. Absolutely nothing. But this was a new development.

'I am waiting for you. You are not done yet, Cletus. You have much to do. 'We' have much to do. Awaken and find...me. Find me and you and I...we will be one again!'

His eyes snapped open. Cletus Kasady rose himself up with a maniacal grin. "Oh..." he chuckled wickedly. "I know...!" he chuckled again while nodding now. "I know now...how I can be...me again! And I miss being 'me'!"

For the last couple of hours that passed by, there was still no sleep within him. Two days ago, he had been in court for what felt extremely taxing. Peter giving the judge, prosecutor and defense his account as to how, when and where Sable shot him. Going through the new memory was interesting to Peter, it was as if he were reading a new edited movie script. Still, he had gotten used to the new memories, which took some time.

In the end, the verdict was unanimous and the jury all declared Sable guilty. He was relieved. Sable was always a shady character even in the original reality. Peter thought some prison time might do her right. But now...Peter was still feeling burnt out by everything.

He turned over and saw an empty spot on the bed. Felicia was gone. He knew she left to go to work early. He had pretended to be asleep right when she left. He saw his phone glowing by on the nightstand. He stretched out his hand, grabbed it and saw the text.

'Hey, babe! Had an early start to work. Gotta go to the store afterwards to look at some wedding dresses! I know...exciting and nerve wracking!' the text had a happy face right next to it. 'Drink some coffee I made brewing and good luck at work and school! See you later hot-stuff! Mwa!' the kiss emoji appeared right after it.

Peter nodded after he read it and began to sit on the edge of the bed and the feeling of uneasiness came as he tried to get situated. One thing was still on his mind. One person rather.

Mary-Jane.

Fate had driven them apart and even though Peter had a legit good excuse himself for not wanting to be with Mary-Jane, part of him wishes that things should have turned out differently. Yet, it is not to say Felicia wasn't a good partner. She was. Peter was amazed at how happy, accomplished and full of life the new Felicia was. She even listened to him whenever times were stressful.

'Mary-Jane's gone. I'm with Felicia and she's been great. Always what I wanted her to be. So why am I still thinking of her? Why am I still thinking of...?" In what felt like despair, Peter shook his head and put his hands to his face.

"Move on." he repeated Mary-Jane's last words to him. "Well...if she can do it, I can too."

But the more he tried to do so, the more Peter became depressed. Mary-Jane's image in his mind was crippling every time and it wouldn't go away.

"She's in the past now, Pete." he told himself. "Ask yourself. Remind yourself why you had to let her go."

Peter stared at a photo of he and Felicia.

"Her." Peter nodded. "But...that was made up. 'This' is made up. Us. Me and Felicia. It wasn't truly made. It wasn't real how we met." he shook his head and sighed. "Regardless, I have to concentrate with Felicia though. She's...I can't mess up with her then she..."

Peter was reminded in the original timeline of how Felicia, Black Cat, cheated on Peter with Eddie. He was also reminded of when he was asked to marry her after finding out about the affair from that version of Eddie. He didn't accept her proposal so he abandoned her and told her never to see him again. Felicia then disappeared and came back a hardened and dark individual. One who almost killed him.

"Felicia will never be what she once was. Not as long as I'm with her. I'm doing this not just because of her. But because...of you...Mary-Jane." His head rose with tears forming in his eyes.

"I've moved on before. I can move on from this...I have to. But wow...there's all this baggage weighing on me." he said very depressed.

Ever since reality had changed, Peter still struggled with both old and new. While he was accustomed to the original reality, Peter now had to make sense of his new reality. One thing he had to do was managing his new memories. There were small changes. Like how he fought his adversaries. 'That' was different. How he won and lost. Which teachers he had in school. A new way his Uncle Ben died. All of that changed. Even Felicia apparently and remarkably.

A crackling sounded off. Incoherent voices were heard. Dispatch. The police radio he had under the bed blared with static. A sign that there was communication between officers. Peter had picked it up and listened.

"Burglary in process-"

Nodded with a roll of his eyes, Peter turned it off. It was all he needed to know. He had half an hour before class started.

"This is how my new year begins. Time to put on my fun face..." he said miserably. "Let's hope I still have my good old superhero charm. The show must go on."

Curtis made sure the sample was intact. He had stopped the experiment given a malfunction. Studying the black goo within the container, it swirled around like a liquid would move in zero gravity. Connors seemed a bit relieved. It seemed nothing was wrong.

"Daily Log: 0700 hours. Tonight's experiment was a complete failure though not a catastrophic one. Nothing appears to be out of the ordinary. The damage is minor. The machine is beyond repair and will take a good long while for it to be up and running again. Fortunately, the symbiote itself is undamaged as so it seems. It will take a month for me to redo the experiment. I want to reiterate. If this works, the symbiote's properties and design can be reversed, making me understand its physiology more. Until then, repairs must be made. Connors out."

He clicked his tape recorder off and looked back at the black goo moving sluggishly on its own accord inside the electromagnetic container.

"You've been a threat to this world long enough. Now let's see if you can be used for good." he told it.

Peter looked at his watch as he swung from another building. In mid-air he let himself fall further down, as he looked at the time. 'Only twenty minutes now!' As he neared the ground, he finally shot out another webline in time, that made him stop and thrusted upward, shooting higher and letting out another webline to a building. He had less than half an hour before school started. He would never hear the end of it if Professor Richards found him late.

He found the scene. The police vehicles provided the epicenter of the disturbance. Peter turned on the humor even if he was still feeling on the down side.

"Hey gang!" Peter said as he landed in front of a few police officers. Jean DeWolff among them.

DeWolff rolled her eyes. Other officers were indifferent to his arrival. They were at a major bank downtown.

"I take it I'm here to do your jobs again? That's so nice. Maybe I should be on the force!"

"Maybe you should, oh wait...you can't. Police departments hire only serious, unselfish people." DeWolff said unamused.

"Ouch, way to cut me. I take it you're having a bad day?"

"Yeah now!" DeWolff swiftly pointed to the situation that was on hand.

"Lemme guess...new bad guy?"

DeWolff nodded. "He's in there. Threw some pipe bombs to get in. So far, nobody's been hurt or worse. Hasn't made any demands yet either but I don't want to wait to find out. He calls himself the Prowler."

"Prowler? Wow...villains and their names. That's one thing they can never get right either. Well..." he cracked his fingers together. "...I'll see if I can sneak by and if he's still stupid, he won't notice me."

"Remember!" DeWolff shouted. "There better not be any casualties! So be careful!"

"Awww...so you 'do' care about me?"

"Only the innocent people in there! Not you!"

"Right...right...but I think you're softening up. OK, going in!" he jumped and swung toward the bank.

As Peter made his way in, slowly and gracefully. Peter made his way in through empty offices, empty hallways to finally the lobby where the action was taking place. He saw several people kneeling on the ground. The masked man stood before them. He stood behind his foe while crawling on the wall.

"I know you're here, Spider-Man. Might as well talk now."

Peter was impressed but annoyed that he was found out. He was now face to face with a man dressed in a strange suit with a purple cape. His equally purple mask covered his entire face entirely. He had gauntlets with claws on his fingers.

"So...you wanna talk before you get your butt kicked? That's a new one."

"You'd be surprised with what I'm capable of." the masked man Prowler said unfazed.

"Yeah, I bet. Every guy I went up against has proven what they're capable of. I gotta say 'stealing's' becoming a pretty predictable crime. And yet as mundane as that is, disobeying a certain age-old commandment, it's landed you here with me. I can't help but be flattered. So you're...Prowler huh?"

"And you're Spider-Man. I do have to say it's sort of an honor meeting you. But I have to say you're rather late. I robbed what I needed to a long while ago."

"Nobody's perfect." Peter bit back out. "So you've been around for a while and only now, do you make yourself known? Gotta say, you need a newer name because ironically speaking, 'Prowler' is not a good one for you right now. Come on, man. Don't you think you should stop all of this?"

"Unlike your past foes, Goblin and Doc Ock, I don't have their 'ha, ha, ha' mentality. I don't do this for the delight of destruction and death. I do it for desperation. Don't worry ,nobody's hurt here. They're safe from harm."

"So what are you? The 'polite' villain now?"

"You mentioned 'nobody's perfect' and you said it with ignorance. You should really think that concept further. Once you do, you realize why people of my caliber do such acts. Something bad happens in one's life and all of a sudden what's right and wrong can be muddled for that individual. These are hard times."

"That's the best sob story you can come up with?" Peter asked.

"How would you like it if you never got what you deserved? I deserved what I should have gotten a long time ago! And I never did! It was all taken away from me!"

"This bank took everything from you?"

"No. But it has what I need. I often times think of myself as a glass half full kind of guy. Whereas you are the glass half empty kind Spidey. Everything goes wrong and all of a sudden it's your job to keep it right. Well, nothing stays right. One day you're going to realize which people are more evil in this world...and which lesser ones you have to let go."

"One thing's certain pal, you're not the glass half full kind either. Otherwise you'd have some hope and not do this kind of stuff. Now come on, stop giving me a resume already, what did you steal?"

"Not money, that's for sure. The invaluable kind." Prowler tapped his forehead in emphasis. His watch then beeped. Prowler took a quick glance to it. He then glared at Peter again. "That's my cue to leave..."

"Is it?"

"Yes, it is."

That was when he threw several steel balls from his gauntlet at Peter. But jumped away in time. The two balls exploded nearby unleashing large waves of gray smoke. Everyone coughed immediately and the whole place was damn near impossible to see.

As Peter finally stopped coughing and came to by opening his eyes, the foe known as Prowler was gone. The police had come in at this point with the SWAT team.

"What happened?" DeWolff asked Peter.

Peter sighed. "Tried and failed apparently. Maybe they should call him the 'vanisher' but hey, to each his own..." he said in a slump.

At the agency, Felicia was at her desk working with purpose. She was glad she had a lot to do. It would keep her mind off what she was thinking before she came in. Peter. She knew he was exhausted given everything he has gone through. The trial came and went quite successfully but she could tell it took a toll on him. Yet, Felicia could tell he wasn't being honest about something and something told her it had to do with the young woman, Mary-Jane Watson.

Felicia was in the middle of work-related topic on the phone with her informer. "Well, it's not enough to raise suspicion, if you ask me. A lot of doctors. Scientists use whatever elements foreign and unorthodox as they are, to do their work. Only objects and chemicals prohibited according to the-"

She heard a response to which got her interested.

"It's not?" she frowned.

The informer was a lab assistant who just got into contact with her. The man knew a scientist Felicia was well-acquainted with. Doctor Curtis Connors.

'He recently had done an experiment which almost blew up the entire lab, Ms. Hardy. All because of this thing he has in his container.'

"I'll admit that does border on the line between recklessness and negligence. I'll relay this to the proper people. But before I do sir, I have to stress, do you feel this was an isolated incident? Or better yet, do you really believe that lightning strikes the same place twice? What's to say, it'll happen again?"

'This is New York, Ms. Hardy."

Felicia rolled her eyes. "I'm still a believer in intelligent answers sir, not semantics. I take it you have no evidence, do you?"

"I have a bad feeling about this. Can't you just please have someone see this? I'm believing Doctor Connors has gone, in lack of a better word, mad."

"Sir, you have not given me any reason nor evidence as to any wrongdoing or foul play. Based on no knowledge, I'm gonna have to refuse your complaint."

"But-"

"Bye!" she hung up.

Relieved at long last, Felicia instead focused on the real problem in the city. Spree-killer Cletus Kasady.

Peter swung in through the ESU's campus without being detected. He had landed behind one of the lecture buildings and once he saw nobody was around, Peter quickly got out of his suit, which was reabsorbed into his webshooter piece on his palm. Immediately he ran as fast as he could. His new professor would come in today. Reed Richards the other day told Peter he had to take the day off and so today, Peter Parker had to keep the idea of respect alive and Peter had to show it by not arriving late.

He found the building ahead and ran faster to it. Barging through the doors, a haggard Peter came through and immediately blurted. "I can explain why I'm late!"

The new professor turned around and took off his glasses giving Peter an amused look. So did the other students who gazed at him with smirks. Some tried to laugh.

"OK...alright then..." the rather too blithesome professor sat on the edge of his table. "...explain." he smiled.

"Uh, well...the thing is...I...uh...had to uh...you know..."

"Good start so far with the 'uhs'...makes you sound much more sincere." the new professor nodded, smirked and the rest of the students chuckled in suit. "Come on, I know there's an explanation in there, you can do it."

"T-there was a problem downtown. I was...delayed." Peter finally said.

"Nothing too serious I hope. I'm more impressed that you show such potential punctuality." The new professor nodded.

"Huh?" Peter asked and the other students laughed again.

"You tried your damndest to get here on time. You're only a minute late and yet you thought the world would have ended if you hadn't arrived. You're very lucky too. Five minutes late would have been disciplinary action. Not coming in at all would have been an even bigger problem for you...Mr. Parker."

"You know my name?"

"Yes. Along with every other name sitting before me here. That's the good thing about us professors we like to keep tabs on people like the NSA."

The students laughed.

"I'm kidding. We have a database in the university system that lets us professors know the names of people registered for the class. Then we spy on them."

More chuckling ensued.

"Makes sense." Peter smiled. 'So much for a first good impression.' he thought miserably.

"Welcome then and grab yourself a seat. If you can find this building barely Mr. Parker then I trust you can find a desk faster. So while we got that remarkable entrance out of the way. For those of you, who just...came in." The professor glared at Peter, who was busy finding a seat causing more laughter among the students. "I am Professor Bruce Banner. Formerly doctor. Now just a jolly ol professor. My old friend Reed is out on a...special assignment and I will be taking over temporarily."

Peter surveyed his new professor. He was unlike any other. He had a humble appearance to him. Almost as if he were a kind-hearted man who had suffered too much in his life and yet still retained his good nature.

Forty-five minutes later, class was over and Peter stayed behind while other students went out.

"Hey..." Professor Banner said to him while putting away his things in his suitcase. "...still reeling from earlier? Sorry about that."

"I just want to say I'm sorry. It's never my intention of being late."

"Never is. Don't worry. Like I said, I'll let it slide just...don't overdo it. I get frustrated when people take my generosity for granted and it's...not a good thing for me to be."

"Everyone gets frustrated." Peter shrugged. "But I promise you, I'll be here on time."

"Good, you really wouldn't want to see me get frustrated, Parker." Banner gave a half-smile.

Eddie knew where to go. The crazy thing was he didn't know how he knew. He just did and went. It wasn't the first time the symbiote led him to such places. Completely entranced, the bar he saw in front of him made him blink now. On the sidewalk, Eddie tried to regain control. He was getting another feeling that he was doomed to be put under. He didn't want it to happen.

"These are bad people. I understand. They need to be stopped! But please! Please! Don't kill!" he said with his hands to his head.

'Go…' the voice said.

"Very well."

Eddie, eyes jet-black ran to the back of the bar where another entrance was located, changed immediately into his Ant-Venom persona and went straight in. He could hear people down on the lower level working and muttering to themselves.

"No, not yet!" Eddie whispered at the doorway.

He reverted to his true form. Eddie breathed a sigh of relief.

"Thank you. Now let me check this out."

He went down the staircase and as he got to the basement floor, the men looked at him with grim expressions. Most of them had tattoos. A few were women helping out with putting something in bags.

"You know you're in the wrong place right?" a thug put aside the strange substance on the table and focused on Eddie now.

"Yeah…yeah I'm lost." Eddie cleared his throat.

"Because you're aware of our hideout, that means you're in big trouble." another man said.

"What kind of trouble?" Eddie dared to ask.

"Well..." the man produced a gun from his belt. "...here's a hint." he pointed it directly at him.

"Well, then now that we got fresh meat found, we can't you leave. You know our operation now and we don't like witnesses." A hefty bald man appeared beside Eddie.

Eddie felt the force growing. He said to all of them sadly.

"I'm sorry."

"Damn straight you should be!" another man told him producing a knife.

"…for what I'm about to do to all of you!" Eddie's eyes glowed black.

Jefferson Davis arrived at the school and he let his frustration grew. Disappointment was brought into the mix. He had hoped not to be here. He hoped his son would never be in the last place he hoped he would never end up.

Going into the principal's office, Jefferson barged in.

"Oh um...officer? Is there a problem?" an aide said behind the counter.

"Well, apparently there is if I'm here." he said frustrated. "I'm Jefferson Davis. Miles Morales is my son."

"Oh, he's in the principal's office."

"Yeah, I got that." he said walking past the aide.

Opening the door, Jefferson saw his son already in discussion with the principal.

"Why I'm not suspending you is because this is a first time, so consider yourself fortunate but one more of these disturbances, and it will be disastrous for you, Mr. Morales." the principal said sternly. He then saw Jefferson at the doorway.

"Officer Davis. Thank you for coming. I apologize for taking you out of duty. I was just telling your son, Miles that the next time he pulls something like this, it will be suspension. I'll leave you alone while I talk to my one of my assistants." the principal left them alone.

Jefferson crossed his arms to his chest and looked upward, avoiding his son's eyes. "What happened?" he asked very adamantly.

"James in our class was acting like a jerk again. He was picking on Ganke again and then he punched him and then me! So...I hit him back!"

"You probably had the 'nice' discussion...now you're getting the 'mean' discussion!" Jefferson shouted looking down at Miles. "What did I teach you about fighting?!" his father yelled at him.

"I was trying to do the right thing!" Miles yelled.

"The right thing, huh? And look where that got you. You should consider yourself lucky that he didn't suspend you!"

"So I should allow myself to get me and Ganke beat up?!"

"I expect you to be the bigger person, turn the other cheek. And if you got beat up, so what? You live to see another day."

"Uncle Aaron once told me not to let people push me around! To defend myself and my friends!"

"What he failed to explain was, sometimes you have to use your words. Or better yet, talk it out with your opponent."

"That's 'your' advice!"

"Exactly! And you will obey what I tell you! I don't want this crap to happen ever again, do you understand me?!"

"I want to protect others. Like Spider-Man, whom I've always wanted to meet. You really expect me to turn the other way?"

"I expect you to think! Violence is not the answer to anything! This is exactly the kind of attitude that put your uncle behind bars!"

"What do you have against Uncle Aaron?"

"I know you're hanging out with him. He's not a good man, Miles."

Miles jumped to his feet abruptly, staring his father in the eyes. "Yes, he is! He's more of a dad than you are!"

Jefferson was upset and he made a move as if to slap Miles but froze and let what Miles said sink in. He sighed. He hung his head as if disappointed in something or someone.

"Dad...I'm-"

"It's fine. Let's go home. You're grounded, you hear?"

"Yes, sir." he said walking with his dad out of the office. Miles couldn't help but feel rather surprised he told off his dad. Because the silence that followed was becoming unbearable.

"Well, well, well...Frances Louise Barrison." the homicide detective came into the interrogation room. The woman was still seated rather lazily.

As he sat, he lay file after file on the other side of the table. Frances rolled her eyes because she knew where the detective was going.

"Possession of drugs. Selling illegal said drugs. Wanted for assault. Attempted murder. Armed theft. Arson. Wanted for murder in the first degree. And the list goes on and on. Congratulations. You sure made yourself notorious."

"It's never easy." the woman said rather callously.

"I can imagine it not being so. But I do hope it was worth it. Building up that rep. Your best hope on the table is life in prison. But then again, the death penalty is always considered a most joyful honor." he said sardonically. "What do you think?"

"This case will never go to trial." she said unnerved.

"You...do realize that the evidence is substantial and witnesses...and there are. Or should I say 'survivors'? That's all against you. Not to mention the camera footage which was taken the day you went to pick up a few items from the store in order to commit your murders. Why would a woman need an ax, rope, translucent sheets, chlorine and gloves for?"

"Gardening project." she shrugged.

"You can come up with any excuse in the book and hey...you can even plead the insanity defense but I promise you, you're still going away."

"Hypothetically..." the woman began with a sneer. "...say I did do all this..."

"Which you did." he said.

"...what is it that you really want?"

"Cletus Kasady."

That made the woman's expression turned to one of sourness. As if she never wanted to discuss it. Ever.

"We know you two had a thing. However briefly. You tell me where he is. You cooperate. We can lessen the level of punishment you could receive. Turn life in prison to a few decades."

"You're very trusting."

"Unlike you? But I like to keep open mind. Especially with what you might have to say about his whereabouts."

"I don't know where he is. He never stays in one place. Last I heard of him, he was down in Hell's Kitchen. But that was weeks ago. Who knows where he is now?"

The detective got up as soon as he got a call. He listened in to the caller and gave a weary sigh.

"Got it." he said and hung up.

"Well, it's your lucky day."

"Is it?"

"Oh you're still serving time. Believe me on that. But you want us to give you some kind of leniency? Work with us to take down Cletus Kasady."

"Undercover, I take it?"

"You don't have many options right now."

After school, Miles went home but later snuck out through his bedroom window. He and Ganke went to go visit their friend Felicia at her agency. Miles always had an interest in why people did bad things. In other words, why bad people commit crimes and what crimes had been done in general. Ms. Hardy was a gateway to that information. Right now, they were going to see if she had some time to tell them any juicy stuff.

Ganke kept up with Miles as best he could as they walked.

"But aren't you supposed to be grounded? Your dad said no."

"My dad doesn't know anything." Miles muttered.

"But you sure he won't find out we're out doing this?"

"Trust me. He'll never find out. A-sides, he's not at home most of the time anyway. This won't take long. I just like seeing Ms. Hardy's stuff is all."

"Her stuff?" Ganke asked.

Miles spoke quickly. "Her 'sources. Her information. Let's just hope she's in a good mood today to tell us." he opened the door for Ganke.

Felicia rolled her eyes as she saw them but still conjured a smile. They were sweet kids but their curiosity led them into trouble.

"Lemme guess, still trying to become vigilantes and using this place as your own personal command center?" she smirked.

"No, we're just passing by to say hi is all. So what's up?" Miles asked as innocent as he could.

Felicia wasn't falling for it. "Guys...I know why you're really here and I gotta say no."

"No what?" Miles asked.

"There's nothing weird going around in the city this week and if there were, ask yourselves: what can you guys do about it?"

"I don't expect to do anything about it, Ms. Hardy. I just want to be informed is all. Crime has been an interesting topic of mine."

"Most boys your age would be interested in TV, comics, sports and toys. What is it about crime that interests you two?"

"The possibility of it ever being stopped one day." Miles said.

"You're too young to know these kinds of things, Miles."

"I guess I just want to know, what makes people bad?"

"All I can say is it all depends on the person. How and where they grow up. Even knowing other people can be a way of defining a person and not just incidents. We don't start off good and we don't start off bad right away." As Felicia said that, she wondered about what Peter had said. That he had met an evil version of her. It made her feel uneasy again.

"So yeah, words of wisdom there for you to take." Felicia said after a while.

"One day I want to be like you, Ms. Felicia." Ganke spoke up with a big smile on his face.

Felicia piped up once more. "Oh really? That's really sweet. But if you want to get there, you want to work extra hard and not spy on people and things." she then immediately gave a serious look to Miles as if to say 'you better listen to this too!'

Miles thought of it as a smirk though. Ms. Hardy continued.

"Stick to staying in school instead of solving crimes boys. Listen to your teachers. Do homework. Sing that one song 'if you're happy and you know it, clap your hands'."

"You're a grown-up and you still know that song?!" Miles asked her, surprised.

Felicia looked hesitant and stayed silent for a while. Her expression consisted of round wide eyes which made her seem as if she divulged too much. "No." she answered just as quickly. "That's not the point anyway, Miles!"

Miles rolled his eyes. "Look, I'll grow out of it eventually. Until then, this is my idea of fun."

"Hey, what's this?" Ganke said at the paper in front of her on the desk.

"That's an application I filled out. It's pending."

"What does pending mean?" Ganke asked.

"Pending means awaiting a decision."

"Oh. Well, me on the one hand, one day, I'll be a hero. Coming down like...yah!" Miles imitated a landing by jumping and stomping his feet so hard, several of Felicia's things and papers fell to the ground.

"Nice landing. You'd sure give Spidey a run for his money."

"Sorry!" Ganke and Miles picked up her things as fast as they could.

Miles saw one application and read it fast. A name popped up. Doctor Connors.

"OK, listen you guys. You caught me just about leaving. I'm afraid the fun is over. Please...keep out of trouble. Just this once. Is it really that hard to do?"

"Like my uncle said..." Miles said as she left the room. "...trouble is always probable."

"That doesn't make any sense." Ganke frowned at him.

"I know but I like it. Hey, Ganke! Check this out..." He showed the paper to him.

"Doctor Con...nors?"

Miles gave him an excited look.

Ganke's eyes widened. He knew what Miles wanted to do. He shook his head wildly. "No. No. No. No! No! Miles! No. I'm with Ms. Felicia on this. Absolutely no! We're not doing this!" Ganke said crossing his arms looking strict.

After school, Peter returned to the apartment. Today, he had to show that he cared deeply for Felicia. So he prepared a late afternoon hang out.

"Peter?" Felicia said coming in and putting her stuff on the kitchen table.

"Hey there beautiful, I hope you don't mind. I wanted you to take a break from doing the food today. So I took it upon myself, me, Peter Parker..." Peter then held up an open box. Inside was a cheesy pizza."...to do the cooking!" he declared while chuckling.

"You cooked exactly how I thought you would." she smirked. "This is a good surprise. I'm amazed you're at home." she said hugging him. "Usually I'm the one coming to an empty apartment."

"Well, I figured crime can take a break so that way I can pay more attention to what's more important. I'm sorry I'm not always there, Leash."

"You're the best, Pete." she put a hand to his face. "Good to know you're thinking about me. You're getting better. What brought about this change?"

"Let's just say someone told me I had the potential of being punctual." Peter smiled reminding himself of Professor Banner's earlier words.

"Looks like you do. I'm happy about that."

They kissed softly and afterwards looked into each other's eyes.

"So what do you wanna do later on? Wanna watch a movie?"

"A movie sounds good. But I get to pick."

"Very well then."

"OK and oh uh..and don't fall asleep. That doesn't count to me. You gotta watch the whole thing, Peter. With eyes open." she pointed out.

"Come on...when have I ever fallen asleep on you?"

Felicia scoffed. "Oh, I got a record of instances." she said as she began picking a DVD from the shelf. Soon they began watching the movie. Throughout the movie, Peter took a glimpse of Felicia nestling her head on his shoulder. Peter had a growing admiration for her. Her eyes. Her smile. Her white, wavy hair. 'Maybe Felicia 'is' the one for me, after all.' he thought as he studied her.

The movie ended. "Beautiful as always." Felicia said.

"Nice." Peter nodded when the credits rolled. Felicia's head rested on Peter's chest with his arm around her. "Still don't know why The Notebook didn't get an Oscar."

"It's a true crime." Felicia chuckled.

"Would you say I'm kind of like Ryan Gosling?"

"No. You're way cuter than him..." Felicia said pressing harder than him. "...and better."

"And you put Rachel McAdams to shame."

"Awww..." she pulled him close to her and kissed him.

Peter did so and the kissing intensified. He fidgeted with her blouse while Felicia took his shirt off. As Peter took Felicia's own shirt off, leaving her in her bra, he saw her face which got him so alarmed.

With her Black Cat mask on. Red lips. Evil eyes underneath. She gave a hungry, mischievous look to him as she waited for Peter to kiss her again. Gasping, he got off her and backed away.

"Peter?"

He blinked fast several times and saw Felicia looking much nicer once again.

"Peter, what is it?" she said worried.

Peter stood upright and tried to make sense of things.

"Nothing. It's nothing. I just...I just remembered I had to do something."

"Peter...you're not fooling me. What's going on?" she said standing now and putting on her shirt.

"Nothing. I just realized I had something to do."

"Like what?"

"I...I have to go out."

"Where?"

His phone then rang. The caller ID was unknown. Felicia let Peter answer it. In a way, Peter was relieved. 'Just in time...'

"Hello?" he frowned.

"Peter Parker..." a woman's face spoke. "It's Sable. Congratulations on putting me behind bars. But your victory doesn't come without a cost. I demand that you come see me."

He listened and eventually he hung up. Peter turned back to Felicia rather too sharply.

"I'll uh..I'll be back..." he told her. "Turns out the past cannot rest..." Peter said as he went out leaving a confused Felicia behind.

After coming out of the restroom, Eddie wiped his mouth. He had thrown up again. Sitting at the bar, Eddie turned his attention from the bottles of alcohol to the TV stationed by the bartender's cash register. J. Jonah Jameson was doing an interview.

"It's the reason why I became mayor in the first place! Because we need massive culture change. This city needs a leader that can stop all this nonsense. So far, it hasn't been easy I'll admit. There's a lot of unnecessary red tape to things. But that can only help these freaks for so long."

"So Mr. Jameson, you think this might be Spider-Man's doing?"

"No doubt about it! I knew he'd go down the murderous route! It was only a matter of time!"

"If this was Spider-Man's doing, he only took down criminals sir. Who would care about a dead low-life?" the interviewer asked.

"The thing you got to know, missy, is that these criminals weren't doing anything wrong. At least not yet. Who knows? But it's still wrong. And me as mayor, is now offering a huge reward to the one who finds Spider-Man! I finally have the power to do so. Believe me, this is something I wish I'd done a long time ago since that webhead showed up!"

"How much?"

"One million dollars."

Several patrons gave signs of surprise and some uttered enthusiasm. Not wanting to hear anymore, Eddie immediately paid for his drink and went out to the back alley.

"Now Pete's in trouble because of me! I'm losing control over it...!" Eddie thought. He reached for the bottle in the pocket of his coat, only for all the pills to spill onto the floor.

"Nooo..." he cried.

Suddenly he heard a rustling behind him. Like feet quickly running away. Eddie turned and saw nothing. Nobody.

'Oh, someone is here, alright...'

Then the agony occurred with no warning. He screamed in pain.

He recognized the sound. It was loud and felt similar to sonic waves hitting him like knives to his brain. His eyes slammed shut and dropped to his knees.

A bag then went over his head. The inside of it felt strange. Not what a bag should smell like. The feeling of drowsiness began to settle in the more he took in the scent. Soon he dozed off and felt dragged away. Eddie couldn't do anything about it.

Frances made her way to the apartment. She already misled the police and it had been easy and very satisfying. The apartment was located at the other side of the city.

She got in and closed the door. She took off her jacket and began to search through her belongings in a kitchen drawer.

Suddenly she was put in what almost felt like a choke hold. Too roughly. The man's chin was on her shoulder. With his mouth to her ear.

"Missed me?"

"You have no idea..." Frances said as she turned around and kissed Cletus intensely. They broke it off. Frances stared at Cletus lovingly.

"I knew you'd never betray me." Cletus grinned evilly.

"Nice to know you still know Morse Code."

'Age old communication beats good ol' technology, any day babe."

"The police are in for a surprise, alright." Frances said impishly.

"So...?"

"Brock is in the trunk."

"Good work, babe. Ever tell you're the wind beneath my wings?"

Frances smiled. "Always. But what about Spider-Man?"

"Spider-Man won't be too much of a problem anymore. He's public enemy number one now. Me on the other hand, I'm about to be on top of the food chain, babe." he pulled her close.

"Lemme come with you."

"Can't. You need to do that other thing, babe." Cletus reminded her.

She did remember. "You're right."

"Of course, I'm right. You can't argue with right, you know why?"

"There's nothing left."

Indeed, morse code, the old form of communication was implemented when she called Cletus and told them to meet at the area where the police would surely be at pretty soon.

The SWAT team burst in only to find an empty, decaying apartment. One of them found a wire on the floor. The lead detective Lars Oedekirk, saw it twirling on the SWAT's fingers.

"Ah dammit! No surprise. She betrayed us!" Lars cried. She then raised his radio to his mouth. "All units put out an APB on-!"

"Ah, sir?" another SWAT team member spoke rather afraid.

One of them saw something up above that made them panic. The timer was closing in on zero. Lars reacted.

"CLEAR THE-!"

But it was too late, the whole entire apartment went up in one big explosion that blew out the entire floor itself.

In prison, Peter was led by the security guard down a corridor of steel doors. Each a cell housing some kind of offender.

"How long has she been here?"

"A while now. She was put in the hospital because of what happened on her roof. Lousy freaks."

Peter saw the guard proceeding to open an even larger door with an access code. Once it beeped, the guard motioned for him to get in.

"She says she means no harm. But I will stand outside if a problem occurs."

"Thanks."

Peter went in and saw to his amazement that the immense cell was big enough to have gym equipment. A punching bag. Weights of all kinds. Benches for weighted bars. A treadmill. Even a squat rack. He walked further down. Near the very end of the cell, was a slender figure with her back turned to him, doing pull-ups on a pullup bar. She pulled herself up each time incredibly and effortlessly with weights hanging down from a belt on her waist.

Rolling his eyes, Peter let out a cough to let her know he was here.

The very lean woman landed and took the weights off which hit the floor loud. Sable Manfredi finally turned towards him with a smile.

"Parker. Thank you so, so much for coming." she said while panting.

Her gray sports bra and shorts were enough to make Peter blush. Her hard, toned and glistening, stomach muscles brought upon by years of hard work and fighting were also enough to make him want to breathe heavily. 'Great, why are scantily-clad women my weakness?! Come on Pete! Focus! Remember what she did to you!' Peter knew it was deliberate. Yet, it was still having an effect. Peter was finding it hard to concentrate and tried to avoid direct eye contact. A true warrior Sable was.

"D-didn't seem like I had a choice." he said while looking away from her.

Sable wiped the sweat off her forehead with a towel.

"Who does? Only the strongest can make their own choices. Those people naturally become leaders who can use the weakest as followers."

"Even followers can become leaders." Peter stated.

"Yes...like I was. Long ago." she smiled.

"What do you want?!" Peter asked frustrated.

Sable smiled. "Still don't like me, do you? That's adorable." she said sitting down on a bench.

"What's adorable is that finally after all this, the evidence, the crimes, not to mention my testimony of you trying to have me killed. It all piled up and has at long last, made a dent to that so-called immunity. This was the last straw for you. You're inside a steel room which I hope you can get very, very used to."

"I won't be in here forever. And just because I am here for the time being, it doesn't mean I cannot influence the outside world. Which is why you're here, Mr. Parker."

"Yeah, I know why you asked for me. You wanted me to do you a favor. I'm here saying no upfront. I'm not doing anything for you."

"Hmm...you 'are' angry." she said, impressed with a smile.

"Attempted murder can do that to someone." Peter stated.

After Sable took a swig of water, she spoke. "I did what I did to make you stronger. And it did. Look at you: bold and strong."

"Ha! Yeah, right like I'll buy that." Peter scowled. "I'm sure it was all part of your master plan to shoot a defenseless civilian just to cover your tracks. My hate for you does nothing but grow."

"Do you want to know what I hate, Parker? What I hate above all else is cowardice, naivety, and child-like innocence. As my employee, you were a nuisance because you were weak."

"Just because I had a few defects, doesn't mean you know what I'm all about. Your problem is you presume too much."

"I liked you, Parker. But I wanted you to be more. And you are now..." she said stepping forward.

Peter felt rigid. Sable was too close and now Peter felt paralyzed by anxiety. He was frozen. Her sweaty body almost pressed against his.

"Have you ever thought about what it must be like to be with a woman like me? I bet you do. Don't be so reserving. You must have. I'm flattered actually. Growing young men always do..." she placed a hand to his cheek. Peter was becoming dizzy. He truly underestimated Sable's beauty.

"S-stop..." Peter said with closed eyes. He was mesmerized.

"If we ever did it, you wouldn't last a second..." she whispered into his ear.

Peter finally got back to his senses.

He stepped back. "Get the hell away from me! If you want to play games, I'll go then!"

He began to leave when Sable called him back.

"Wait! You asked what I wanted. What I want is not for domination, terrorism or coercion. What I want is what you want, Parker. This is what made me interested in you in the first place."

"What 'are' you talking about?"

"You hacked into our database long ago because you found something. Something no civilian should ever see. That makes you a part of all this. When you hacked in, I was worried security and safety would be compromised. I had to take drastic action."

"Shooting me. And the fact that you threatened to do the same thing again at the restaurant a while ago!"

"I was...just being playful." she said impishly. "No harm, no foul."

"My God...you're slime, lady." Peter said angrily.

"Speaking of slime. That is exactly what this meeting is about. An alien parasite landed somewhere in this city not too long ago. That was what you found in the system. You thought I was going to use the symbiote for personal gain and so you threatened to become a whistleblower. Divulge any secrets the company may had. The nerve of you...but I digress. Doctor Curtis Connors has the last sample of it. You're Spider-Man's friend, I need you to tell him to get it."

Peter let everything Sable said sink in.

"And if I don't?"

"I will personally make your life a living hell." she said as if obvious. "Don't go down that route, Parker." Sable shook her head. "It will not be a good one. You thought getting shot was bad? There's many ways to make you suffer."

"Why do you want it? Destruction and death?"

"Far from it. I want it destroyed."

"Why?"

"Because I see it as self-preservation. Every passing second that this thing continues to exist is only one step closer to our extermination. It is a risk not just to my organization but a risk to this planet. You know Connors. I'm sure you can find a way."

"Go to Hell!" Peter yelled.

Sable put up an intimidating front. "I could kill you right now before that guard even manages to put one foot in this cell..."

'Try it.' Peter thought angrily.

Sable continued. "You brought yourself into this. You want out? Do this and I'll leave you alone. You know what I'm capable of if you refuse."

"This is extortion."

"I call it redemption." Sable said and told him what floor and building the entity was in.

"I'll do it. But it's no redemption. At all." Peter said leaving finally. But stopped by the doorway, giving her one intense stare.

"What goes around comes around...you better believe that." he said.

"Parker?"

Peter sighed and turned to face her again.

"I'll be thinking of you." she said rather deeply with a dreamy look.

Giving her a hateful stare in response, Peter wanted to take her down but calmed himself and as hard as it was, he didn't and finally left the cell.

"Hello, Eddie..."

Those two words with that maniacal tone caused him to open his eyes. Strapped to a table, Eddie turned to face a horrendous sight. He couldn't believe who he was seeing.

"Have a nice sleep?" Cletus Kasady asked with a gloat.

"The hell do you want?!" Eddie shouted.

"Lemme have a moment first. See, we all have a missing part. A missing link. Uncertainty sucks, my dear old friend. In a way, you're going to help give me my...missing piece."

"The hell are you talkin' about?!" Eddie said and squirmed about. "Anti-Venom...!" But he couldn't. He couldn't transform no matter how hard he tried.

"Ha! Right now, that slime of yours ain't helpin' because you're not unleashing your true potential. Don't you think I know? I do. You're becoming undone, Brock."

"The symbiote led me to a trap." Eddie realized.

"Well…yes and no. See there's another symbiote. Somewhere. There's another, oh yes. You know how all these like to leave a piece behind?" Cletus smiled. "This one…got ahold of me. It talked to me. From afar. It told me what to do. This little piece in question told the one you already have within you, what to do too. Crazy, right?"

"Wherever this other one is, it has the information of every host it took over and what form to take. That means...a little me is in you, Brock ol' buddy. Your time is done. My time...is now. You had the opportunity to take what you want but you squandered it."

"I ain't you!" Eddie shouted.

"That's right! You ain't me! You'll never be me! You don't have the mindset I do!" Cletus tapped at his head several times, appearing frantic. "You don't have that precious, delicious killer instinct, my man. I do. It's a survival instinct and it gets you what you want. When are you and Spidey going to get it through your thick heads that morality...is...what is it? A delusion or an illusion, I don't know...but you get what I'm saying." Cletus shrugged and went back to what he was saying. "The point is! It doesn't exist. It's just pretend. But OK fine...let's say it does...has it ever helped? Given your boring life. It's a huge resounding no. I know you want more. You're just scared to get it. Dude...understand, we're no different than animals...we're driven to violence. I am driven to violence. And that makes me the one thing that you and everyone else isn't. Free."

"You're wrong..." Eddie shook his head.

"Oh, I'm wrong? Pray tell. How so."

"I 'did' have the same mindset you do. But you wanna know what made me act human and not an animal? Well, you just said it. The fact that there are people like you. Sick. The idea woke me up. Long story short, I'm done being the kind of guy who..." Eddie grimaced at the word he was going to use. "...killed. Because all it did was made me-"

"Empty, am I right?"

Eddie let out a scoff. "Wanting more." he answered and went on. "And that was when the epiphany kicked in. If I want more. I'll always keep wanting more. Until everything is consumed. For that I'd be doomed. Bored beyond. No further purpose. I would never...be complete. That's what you are...incomplete."

"You trying to get into my head? Is that what you're doing? Because if so, lemme just say, not only are you dead wrong in everything you said but you forgot the absolute basic. You don't know...what I truly am and what I'm going to do. And if you did, you'd be haunted even in the afterlife."

"So what now?"

"Now I'm taking back what you don't deserve!"

Peter barged back into the apartment and began to get ready. But he stopped when he was in the living room. Felicia sat looking at the news very anxiously. She gasped when she saw him.

"Did you see this?" Felicia asked as she was on the couch looking worried.

Looking at the TV, Peter saw the reward bulletin that Jameson put out and it had him more frustrated than ever.

Peter began to explain. "Felicia, I swear-"

"I believe you!" Felicia held up her hands motioning for him to stop explaining. "I know you'd never do anything like this."

"It's Eddie."

"Eddie, my God! What the hell is happening to him?"

"It's that new symbiote of his. It's gotta be...I gotta go."

"Peter, what was up with what happened earlier?"

"Do we really need to discuss this? I got more mess on my lap again." he said walking away from her.

Felicia stopped him and put her hands on his shoulders so that he stopped moving.

"And that's the thing. I'm worried about you. I think you're under a lot of stress. From everything."

"You think?"

Felicia nodded. "Peter, now that this is going on, I think you're gonna have to lay low for a while."

Peter began to explain. But Felicia cut him off.

"Your uncle said you have a responsibility. I know. You told me..."

Peter waited.

"But that doesn't mean you can't take a break from things. You were starting to figure that out earlier when you were here with me. Peter...we're getting married. I don't want it to come to a point where you're never there."

"It won't. But for now I got to leave-"

"Again? Are you insane? You're only proving me-"

"It's an emergency!" Peter said and grabbed a webshooter. "Which version is this? No." He put it down and took out another one. "Aha, it's this one." He put it on his hand immediately.

"Peter, you're not going out there! There's a manhunt for you!"

"People's lives are at stake! You heard what just happened! People turn out bad sometimes!"

"And I'm looking at one right now!" Felicia shouted back.

Both of them stood quiet. Felicia calmed herself down.

"Fine. But if you go back out there, I'm going with you."

Peter was about to protest.

"No! Peter. I have to. Everything that happens to me, happens to you. You've always helped me. Now...let me do the same."

"Fine."

"Thank you. Once we're done, we're going to have a serious discussion too, Peter."

'It's a sure bet Sable's lying about wanting to destroy the symbiote. Given what's she done, who's to say she wouldn't use it for herself to get what she wants? It's a typical bad guy cliché. If I find this thing, I'm gonna destroy it myself.' Peter spoke to himself while also being careful.

A machine was in place and Eddie, no matter how much he squirmed he couldn't get free. He was not aware of the mechanics of what was happening. All he knew was that up above the ceiling, a tube with a bright white light shined down upon him.

The process started with no more talk and Eddie helpless let it happen.

He felt as if something inside of him was being pulled out from him.

Discomfort ensued from the entire process and Eddie found it difficult not to cry out. But soon it was all over. Eddie found himself empty and lacking. He realized that the symbiote was gone.

Cletus ahead, gave his usual evil grin and saw a moving liquid in a small glass. A glass in his hands. He began to pry open the lid. It did and the black sludge went all over his body. He closed his eyes and relished the moment. The grotesque red figure finally formed.

"Get ready…" he said with arms open.

"Why are we doing this, Miles?" Ganke said as soon as they snuck in the building. From the looks of it, it seemed like a basement.

"It's hard to explain."

"You could try."

"I don't know. Because for a long while, I wanted to do a good thing…" Miles said as he looked around.

"Miles, you're eight like me. You got lots of time for that." Ganke said.

"My uncle taught me to do the right thing, you gotta push when it seems hard. But if you're so scared, then go, Ganke."

"I'm already too into this. No going back now. I'm just saying, what are you looking for anyway?"

"Anything weird. OK, look. I've been hearing my dad talking about this Doctor Connors guy. He may be up to no good, Ganke."

"How do you know? He hasn't done anything bad…"

"Yet. And I'm here to find out if he has gone bad. Once I do, I'll take what we found to Ms. Hardy and she'll see that I'm cut out to solving crime."

They went into the dark basement with only their flashlights shining. Ganke began humming a certain nursery song out as an apparent sign that his nerves were spiking.

'If you're happy and you know it, clap your hands...' Ganke continued.

"Are you really humming that song? You're eight years old, not five!" An annoyed Miles looked at Ganke in surprise.

"Ms. Felicia was the one who brought it up. It's a good song. A-sides, it's helping me."

"If you say so." Miles said as they kept going around the empty basement.

"I wonder what is this place?" Felicia said looking around the area.

"It used to be an old Biotech company, now it seems it's being used for something else." Peter had arrived just in time to the location given to him by Sable. They had walked in silence for a while before Felicia finally spoke again.

"So who called you earlier today?"

"Why do you want to know?"

"Why does it bother you that I want to know? I think it has something to do with why we're here."

"Look Leash, the less you know the better." Peter said.

"Peter, you know you can tell me anything. Something's wrong with you. Besides, I can't help you if you don't tell me the whole story."

"You really want to discuss this now?" Peter's frustration was growing.

"Well, when is a good time? You never-"

Peter with his spider-sense reacted to the sheer blast coming from the wall to the wall across from it. He protected Felicia in time. Whatever it was, however fast it was, it was now outside.

"Let's go, Peter! Ah! What the-?!" Felicia was about to go when she stopped and saw her hand webbed to the wall, thus preventing her from leaving. Peter began to explain.

"Sorry Leash, I can't let you go on any further. It isn't safe. You stay here and I'll take care of this!"

"PETER!" Felicia angrily cried out but he already jumped out of the destroyed wall and out into the city.

"What was that?!" Miles said staring above. What they heard a second ago sounded like an explosion.

"That was upstairs." Ganke said looking upward as well. He sighed and knew that Miles' curiosity was peaking again. "You wanna check it out, huh?"

"Duh! Come on!"

Ganke groaned in disappointment but followed suit either way. They went up a flight of stairs and came to the door with soot seeping from beneath it. They opened and soon enough plaster and pieces of wall, littered all over the floor. They saw someone at the near end, apparently stuck.

"Someone's there..." Miles squinted as he tried to see through the dust.

Ganke was the one who called out.

"Ms. Felicia?"

She had turned. "Miles?! Ganke?!"

"What are you doing here?" Miles asked.

"No! What are you doing here? How'd you two get in here?"

"Well..." Ganke began.

"You saw one of the applications at work, didn't you?"

"Yes." Miles replied sheepishly.

"Oh God! I should have known you two weren't going to quit." Felicia rolled her eyes in frustration. "Fine. Help me out here." she said tugging at the webbing.

"Is that Spider-Man's webbing?" Miles said in awe.

"Just help!" Felicia cried.

Peter traced the location of the unknown entity to another science district building. Alarms blared and sprinklers went off. A mess of all kinds met his eyes with each step he took. But it wasn't when he got into another room where he heard something like eating, did Peter truly feel sick.

"My...God..." Peter looked around and immediately felt ill at such a sight.

Bodies everywhere and not for the faint of heart. Peter thought he was going to pass out. He felt saddened for the people. He then raised his hand and saw...him. Its back turned to him while he was feasting on something, what had been someone rather.

Turning slow yet menacingly, the scarlet creature blared its white eyes at Peter and gave a horrid smile showing his teeth, blood that was as red as its slimy skin dripped from his mouth.

"Spider-Man!" He rose and small, wavy red tendrils reappeared at its back and lower shoulders.

Peter was for the first time in a long while, truly scared. When he fought Venom, Peter was taken aback by the fear that the horrible creature projected into him. But now, Peter felt fear on a whole new level.

"What the hell are you?" Peter said with much disgust.

"If you could give a name to all this...beauty. This work of art around you. This masterpiece of mine..." Passing by dead bodies, he spoke stepping forward slowly which Peter couldn't help but wanting to back away. But he had to maintain his ground.

"...that is what I...AM!" he cackled.

"What? Massacre incarnate?" Peter answered.

"I prefer...Carnage!" it cried in sick joy.

"You're another kind of symbiote, are you?"

"I'm something much...much worse! For you!" Its fist having been raised, shifted and turned into a large slimy curvy blade.

Cletus had said that the technology the room contained had the power to revert Eddie's own symbiote to the Carnage symbiote. There was a way of unlocking it which he was unsure how that was possible. Eddie was in dismay that the symbiote was gone and for that, he felt hopeless.

"How dark your day is..."

"What?" Eddie tried to turn his head but he couldn't see the newcomer. He knew however, he was behind the table, just above his head.

"But no longer...you will receive the right kind of dark. The strong kind of dark, my dear Edward. In my experience, what once had been...shall come again. You are finally found."

Suddenly he felt a cold hand touch his forehead. It was pale and almost skeletal.

"Who...who are you?!"

"Call me Knull. I'm doing this because you are the only one worthy to become acquainted with my children."

"What children?"

"The entities you call the symbiotes."

"They made you?"

"Hmmm...no." Eddie could feel a smile. "I...made them."

With no warning, Eddie felt a powerful force flowing through him. It was familiar and for that he smiled.

Despite his uneasiness, Peter was the one who let out the first move with a flying kick only for his foot to be caught quite easily and slammed to the ground. Peter was stunned and barely avoided the axe-hand.

"Always wanted to do this!" the creature Carnage had said.

Peter stood back up again and let out punch after punch only for the creature's tendrils, stretching from his back, to grab his wrists. Another grabbed his throat.

"Like I told Brock…killing is art. Soon you too…will be beautiful art!" he cackled.

A last ditch effort was made when Peter tried to kick the creature Carnage in both chest and face. It only agitated him and with tremendous force, slammed Peter while holding onto his neck, to a wall going right through it and pulling him back in.

Peter thought he lost consciousness just for a second before looking at the hideous eyes.

"Anything else?"

"How about this?"

He then webbed the creature's wide eyes. Peter was freed and now he was on the offensive, he was fleeing. Yet, the red tendrils caught him easily again and soon he was spinning and spinning until he was thrown into a wall with tremendous force, crashing into it and flew out of the very building. He felt he wouldn't stop. But he did, rather painfully.

Peter didn't see that he crashed back into the very building he began in. He was dazed when he hit the wall coming through the window. The force was astonishing. Peter felt he couldn't give up.

'This thing is too powerful!'

"Where am I…?"

He had landed in a part of the building unknown and full of vials and liquids in containers. A cornucopia of chemicals, bacteria and other substances. Soon, Peter saw a certain thing in a larger container stationed on a column. It was black. That was enough for Peter. He touched the cylinder.

That was when an alarm sounded. The cylinder and the whole column itself then retreated below the tile and closed shut.

"What the-?"

A female computer voice went off immediately afterward. SELF DESTRUCT IN TEN SECONDS.

"Are you serious?!" Peter said looking around. He then ran out of the room, the door closing behind him just in time.

Felicia heard the cold voice from the speaker sounding off somewhere in the building.

"What does self-astruct mean?" Ganke asked.

"RUN. Just run!" Felicia grabbed the boys' hands and ran to the nearest stairwell.

They made it out to the roof in time before the building rocked from the explosion inside. All of them stumbled. Ganke however, fell over the ledge.

"GANKE!" Miles cried.

"Stay here!" Felicia shouted at Miles.

She peer down over the ledge and saw him.

With his little fingers grasping the flagpole, Ganke screamed as he looked down.

"Ganke! Look at me! Don't look down!"

Ganke saw Felicia trying to lower herself as best she could.

Luckily only the room blew up, but it was enough to cause a jolt to the building. Peter was now searching around from corridor to corridor, floor to floor in a slow manner. He couldn't see where the threat might come but he knew it was in the building now. He was in a blinking light hallway, appearing cautious.

Suddenly his throat was caught by a tendril above. Peter tugged at it with both hands but it only served to raise him a few feet off the ground. Soon he was choking. Carnage had been on top of the hallway's ceiling the entire time.

"Time to die, Spider-Man! Your time is-"

Carnage was knocked away from the ceiling and landed on the cold hard floor hard. Peter on the one hand, was free.

"Enough..." a deep voice said in front of them.

Peter saw that it was a hulking black figure.

"Well...long time no see..." Peter wanted to say.

"Venom!" Carnage sneered at him. "NO! HOW?!"

"You didn't miss me?!" Venom smiled wide.

Now the three stood in the hallway, wary of one another.

Peter panted. "Let's go..."

However, instead of Venom trying to fight Peter. He saw that it was he who ran and punched Carnage square in the face, very hard. Peter had even managed to launch one of his own to his right. Both of them kicked and punched him in unison, making Carnage retreat.

"I'll come back!" he snarled at them and went out the window. Soon he was out of sight.

Venom and Peter were left alone. He snarled at him.

"Eddie..." he started.

He was then hit back in the face hard.

But he only gave a growl in response. "I...will be the one to kill Kasady! NOT YOU!"

Eddie was soon gone as well. Peter gave out a sigh in sadness. Suddenly his spider-sense went off and he realized something was wrong somewhere. Peter went out through the window.

Felicia stretched her hand as far as she could.

"Ganke! Grab my hand, sweetheart!"

He did and Felicia pulled upward as hard as she could. Miles eventually helped her bring Ganke up.

"There you go! It's OK. It's OK." Felicia hugged Ganke tight.

Peter clinging to the wall of the other building, saw the entire thing. Felicia saved the little boy. The little boy she had thrown off in the other reality.

"She...she saved him?!" Peter said in awe.

"Ganke, glad you're alright, man..." Miles said standing to a relieved Ganke.

"Hey, it's Spider-Man!" Ganke pointed at a far off distance in front of him.

Felicia saw him swinging away.

"We better go..."

"I want to see him!" Miles said very excited, not listening to Felicia but looking upward at wherever point he could arrive.

"Ganke. Miles. Let's go!" Felicia said taking them in tow.

"But I want to see Spider-Man!" Miles cried. "I never seen him up close..." he said solemnly as they ran.

"You will...one day." Felicia said.

It had been many hours and Peter finally returned. Felicia finally stood.

"I can explain..." he said coming through the window, the mask had been off.

Felicia slapped him. Peter let it sting.

"You never trusted me, did you?" she asked.

"It's not about that. It's about-"

"How about you be honest with me, Peter? Lying was never your strong suit."

"Leash, I've just been through a lot is all. I'm just trying to keep you safe! I just lost to some new monster. Earlier today, I lost again as Spider-Man. Trying to catch this guy-"

"I don't want to talk about Spider-Man! I want to talk about you, Peter!"

Peter was taken aback.

"Something's wrong. I know there is. You've been acting weird for the past couple of days. Every time I look at you, you look back at me...with fear. Fear. Do you know how that makes me feel? It's like you don't even know me anymore." Felicia said sadly.

"I'm sorry if I made you feel like I didn't want you. But believe me when I say I love you."

"Because you think that's what you should be feeling! I don't buy it." she shook her head. "I can see it. You think you should be in love! Well, it doesn't work that way!" Felicia cried. "It's not something you should know up here..." she tapped her head. "...it's what's here." she placed a hand to his chest.

Peter couldn't say anything.

"You want to be with that girl, Mary-Jane Watson, is that it?" she said quietly while a tear formed in her right eye.

"No. I swear to you I don't!" Peter said as adamantly as he could but his voice trembled. "She's moved on. So did I."

"No, you haven't. At all." Felicia shook her head. "OK, fine. You don't love that girl. I'll buy that. But I'll say this. You're not who I used to know. You've become inept. You've become uncertain of things. You want to know why you lost? Because you were afraid. You were scared before, then and right now. You're also scared of me. What I might turn into. Do you really think I'm going to become some kind of criminal? A psychopath?"

Peter ashamed, didn't look at her. He remained silent. But it was more than enough to qualify as an answer.

"I don't know." Felicia shook her head. "I don't know how much more I can convince you that I'm not what you and that Watson girl make me out to be. In case you don't remember, I was torn away from my father by the police when I was nine. I was sad that day the police took me away from him. Because I loved him and he was the only family I had. But then as I got older, I knew why they had to take me away from him. He was a criminal. A thief! I was put in a foster home and...I was happy. I eventually knew if I stayed with my father I wouldn't have had a happy life. Then I met you and my happiness multiplied exponentially. I thought nothing would stop me. Until universes collided which is ridiculous to say..."

"Leash..."

"Peter...I love you with all my heart but I don't want to be with someone who doesn't recognize me anymore. Also, another thing you have to understand is, we choose our own destinies. I did. A long time ago. We choose who we want to be. Until you realize that, really understand that, consider our wedding canceled. We're on a break."

All Peter could do was show his sadness to her.