Mayhem's hair began to curl and whirl as if it had a mind of its own, it shot out with immense speed, gripping the edge of the roof, it soon lifted her feet off the rooftop before propelling her across. She landed atop the roof the spider had been chasing the cat, the two super powered beings stopped and turned to face the newcomer.

"What the…?" Felicia, aka the Black Cat gasped when she saw the Symbiote clad newcomer, recognising the costume as been one of the alien creators that had claimed both Cassidy and Eddie as their hosts.

"Another Symbiote" Peter, aka Spider-man, gasped, his eyes widening behind his mask.

"Got that right Spider" Mayhem spat, her scarlet hair moving around her body as if they were tentacles.

"But…how?" Peter asked, shock filling his tone.

"We've been here a long time Spider, we have been bonded all our lives and you have caused us no end of trouble" Mayhem roared, her fist morphing into a twin bladed battle axe.

'She can form weapons like Carnage' Peter mused as he lowered himself into a fighting stance and Mayhem lowered into her own, she glanced towards the Black Cat who seemed split on who she should aid, on the one hand she and Peter had been allies a long time on the other…he was married now and would put her behind bars if he caught her since returning to her old ways.

"Make your choice kitten, join with the spider against me or ally yourself with me" Mayhem stated, Peter charged at Mayhem, jumping into the air and rolling through it before striking out with a kick to Mayhem's chest. She caught the kick with ease before throwing him off to the side.

"Looks like your age is catching up with you Spider" (1) Mayhem sneered, she turned to face him only to get a shot of webbing in her face.

"I may be old but I'm far more experienced than you" Peter remarked, getting back to his feet, Mayhem tore the webbing from her face and threw it aside.

"If that's the case then prove it, come at me and show me your superior skill" Mayhem taunted.

"You want my best? To see how good I am, fine" Peter launched into the air once again, Bloom prepared to block his attack only to stiffen when he fish a metallic object from within his suit and tossed it at her, it struck her chest and let loose high pitched sonic sounds, Peter landed easily.

"I've been fighting Symbiote hosts like you for years and I long since learned to take precautions" Peter stated as he watched Mayhem throw her head back, unleashing unholy screams as her Symbiotic suit began to come loose and curl off of her body, curling in the sonic waves as it tried to remerge with its host.

Felicia's eyes widened when she got a good luck at the host, of how young the girl was and how much pain she was in, her teeth were grit as she fought to keep her companion.

'She doesn't want to be rid of it…she wants the Symbiote…she's just a kid?' Felicia mentally gasped.

The Symbiote continued to peel off of Bloom, revealing her lack of clothing as she continued to fight to keep her companion, her sister in every sense but that of blood.

-VD...please tell me there's something you can do...I don't want to lose you...not again-Bloom mentally screamed.

-I do have one idea but...its risky and if it doesn't work...we'll both die, I'll perish and we both know your body would become unstable without me- VD replied, fear filling her voice.

-Do it...I will not lose you again- Bloom wept.

-Okay- VD sighed, pain infiltrating her tone as the sonic waves continued to attack her, her body began to curl around the device, fully cloaking it and beginning to integrate it into her, her entire body shook violently as she threatened to destabilize and be erased from existence.

"What is she doing?" Peter mused aloud

The shaking and panicked movements of the Symbiote stops and she moves back over Bloom until they were one once more, Mayhem bared her fangs at the Spider, her axe electrifying as it morphed into a the shake of a canon, she raised it to point at the Spider, it began to charge up with a pale blue light as the black substance around it sparked.

"Let's see how you like our new toy" Mayhem sneered before firing a blast from the sonic cannon, a beam erupted from it with white circles surrounding it, it blasted Peter, he flew off the roof, crashing through several buildings, Mayhem lowered her cannon and morphed it back into the shape of her arm, she turned and began to take her leave.

-I'm sorry VD...if I'd known that he had that I would never have approached him- Bloom stated.

-Don't apologise, you couldn't have known- VD replied softly.

A/N Sorry I took so long and it's so short, open to any suggestions and please reviews. If you like this fic then you maybe interested in 'Death Of A Friend, Birth Of A Monster' on my other account kellym01.2

(1) I estimate Peter and Gwen's age around 36, remember Brock raised Bloom from a baby, time still goes on even with a time skip.