First, I would like to point that I actually do not like the Ultimate Spider-man. I find a few episodes acceptable, like episode five and the ones with the Hulk. I much prefer the Spectacular Spider-man, which, while it did not have a spectacular animation (pun intended), it had a much better story line than the Ultimate Spider-man, which has an adequate animation, but a far less quality story, instead relying heavily on comedy. Comedy alone does not a Spider-man show make.

Second, I got this idea from reading an Ultimate Spider-man fic called Venom that was based on the symbiotes point of view. But the grammar and spelling weren't good. So I decided to do my own take. It follows the episode until about the end, so enjoy.

I do not own the Ultimate Spider-man, nor any variations thereof or any characters from the show or comics.

The first thing that It was aware of was that It was being contained by a smooth, cold, translucent material. Glass, something echoed It's newly created mind. It did not like the coldness and missed the warm place where it had once been. The next was that it was dark, filled with many blinking lights. But none of this mattered to It. It felt a pull on It's very being, and very much wanted to leave this place and find the source of the pull. That which It was and It was the Other.

The ooze pondered where it was and how it had come to be here, and knew that It belonged elsewhere, when an ugly, multi-limb creature came into It's sight. The creature was hideous, and suspended in the air by four metallic arms. The arms and legs on it's body dangled uselessly as he moved, it's breath ragged and heavy. The human neared, bringing the grotesque face closer to the container to look at it. The ooze recoiled as the metal arms touched the glass, and the doctor muttered to himself. When the human moved away, he examined data on a nearby screen. It struck against the glass that trapped it, making a light pinging noise with each hit.

The human, turning at the noise, was quite intrigued by the symbiote. Did it have a will of it's own, he wondered. Could it think? Was it trying to break the glass to escape or to kill him? So many fascinating questions and he couldn't wait to discover them all.

The scientist entered the glass container that held the symbiote with two of his metal arms, poking and prodding the creature with many a sharp and painful objects. This went on for hours, and It grew angry with the human, especially when he took a piece of Itself and took someplace else. It didn't know where, but the symbiote felt the excruciating pain when the small piece of It had died from a surge of energy that had incinerated it instantly.

"Fascinating...Contains the deadliest aspects of Spider-mans DNA. Distilled aggression. Pure venom, among other things." It heard the freak muttered once more. The symbiote had quickly grown tired of the painful experiments and hated the one who caused the hurt, and sought return the pain that had been inflicted upon It. But it had something more important to do, so the ugly thing's death would have to wait. The black creature grew in strength, despite the tortures.

When the timing was right and the humans back was to It, It broke through the glass prison, where it shattered into many pieces upon the floor. The human did a one-eighty, gasping at the sight of the symbiote swelling, forming many tentacles slashing through thick cables and machinery with ease. Then it formed into one large tendril of black ooze, using it to destroy the wall and drill through the rock behind it.

When it finally broke through the final layer, It found itself in a liquid that completely encompassed it. Cool and fluid, it was not so unlike itself in form, and found it enjoyable. But It couldn't stay here. There was something that It needed to do. A sirens song filled Its being, an irresistible call to find the one it had come from, and promised to complete the symbiotes fractured being, that which it desired above all else.

It moved along the surface, like an oil stain upon the water, and found a large pipe that led deep into the city. Untouched by the sludge that streamed through the tunnels, it traveled in the underground, following the lure earnestly. The Other moved fast and constantly, and an insufferable amount of time passed before the Other finally slowed, making It edgy with excitement.

It traveled quickly through the water system, following the footsteps of Its beloved Other, when it went into a small room, filled with many places that It could enter from. But there was another form in the room that was too bright for Its liking, one that was taller and bulky than Its counterpart. It was angry when the human grabbed him, and roughly shoved him into one of the cubicles and speaking in an arrogant, condescending tone . It filled the water of said cubicle, and swirled around. The blond stared at the black fluid, confused at first, and then afraid when It rushed upward, forming one large tendril with other smaller ones lining it, and a set of eyes and mouth adorned the top. As it saw it's Beloved for the first time, It grinned, staring at the brunette with rapt attention.

Both teens fell backwards, a look of horror stuck on their faces, and screamed as It lowered down ever so slightly to look at them. Then, the blond thrusted the Other forward in front of It, and the symbiote could hardly contain Its joy.

"H-here! Eat the nerd!" He said, and the symbiote spoke for the first time.

"Nerd!" It repeated, in a deep, ominous voice that frightened them both, before It lunged forward, aiming at the brunette. It missed as the teens, split in opposite directions, but the symbiote wasn't to be deterred. Almost as fast as the eye could blink, It forced itself on the larger male, pushing him to the floor as It began to envelope him.

The symbiote wanted to leave this host as quickly as It had taken the human. It was a stupid thing, ignorant and cruel to Its Other, the symbiote thought as It tasted the memories of Flash Thompson. No matter. The useless sack of flesh would provide It a body, that It would use to meet Its desires. It stretched the arms of Its host, attempting to grab the youth

Parker, as It had learned Its Others name from this ones mind, had other ideas, and jumped onto the wall to avoid their reach. He continued to flee as the symbiote persisted, eventually throwing him through the door, breaking it apart as he feel through and tumbled down the stairs. Splinters flew everywhere, and a dark-skinned teen caught the Parker before he crashed at the bottom of the stairwell.

The symbiote followed, slower than It would like as Its host fell forward. Pathetic flesh bag, It though. The human was already becoming lost to the black sustenance that surrounded him.

Regardless, they jumped down the stairs, and shrieked at the many humans standing before them, and sent tendrils to destroy the painful lights above. Fear was instantly instilled in them, and they panicked, fleeing the room in a mad, mindless dash for the exit.

Parker disappeared in the fleeing crowd, but the symbiote knew that he had not fled with the crowd. They could sense him, clinging to a dark spot on the wall where he was not so easily found by others. Then, he came into view and was wearing a costume and hanging on the opposite side. A tendril smashed into where he was, yet missed as Parker leaped off the wall. Another came into view, hitting them with a bright blue beam that knocked them down.

The two heroes stopped paying attention, foolishly bantering with each other and giving It the opportunity to jump to another host. Nova, It learned as It ravaged the teens mind, screamed in fear, struggling against It before he too fell silent. The new host and It grinned as the old collapsed and their hands glowed white-blue. It turned to Parker, and attacked with a long tendril that held a sphere of energy at the end, and tore large holes in the ceiling and floor.

It knew that the desired host would not give up so easily. They would need to wear the wall-crawler down before the two could bond. And then everything would be as it should. It knew that the host and the Spider each hated the other, and cared not if this host was damaged.

Spider dodge, but was caught by them mid-jump in the chest, where he was forced through several walls until he was falling to the streets below. His descent was stopped by a well placed web-line, and suddenly he was running the wall as they chased him, throwing blast after blast.

The three soon landed on the roof, where the symbiotes host fought It once more, forced to recede when Nova shined brightly for a brief moment before swallowing him in darkness once more. How foolish. It would punish this one for defying It, for slowing It down. The symbiote would crawl into every dark place in the creatures mind, and destroy him from the inside out, taint every light in the boys soul. And Novas body crumpled into the cement. Thus Powerman ran toward them, and, against his leaders orders, he grabbed onto the symbiote, and became Its new host. Physically strong and mentally weak, the fight for dominance was a short one, and attacked the Spider once more. The arm extended, becoming a tendril by the time it struck against the ground. As before, the Other evaded them, shooting a web into their chest. It was useless, the black creature absorbing the web strand, and the Spider stared, dumbfounded as the Iron Fist hurled a fist at them. The punch smashed into the ground, they jumped, and kicked the monk across the face, sending him sprawling.

White Tiger pounced from behind, thinking to catch them from behind. But it failed, and they wrapped the inky ooze around her middle and threw her across the roof. They grabbed a large, heavy object to crush her when the Spider then burned them with a web that crackled with electricity, forcing them to drop it. It screamed in pain and anger, drooping from the muscled form it clung to. Powerman showed underneath for a moment, and then was gone again.

Could he not see how much better they would be if they were bonded? How much stronger they could both be, how efficient? If not, then It would show him what it was like, all the pleasures that were to come, and how loved he would be. Oh how he would be loved and how no darkness or pain would ever touch him again, never be lonely again. Yes, he would see how much better it would be, how the two were always meant to be one.

Then the green monk faced It again, and with a single, glowing fist, forced them away from the strongman. He flipped and leaped in rapid succession as the symbiote followed his every move and each attempt at a grab missed, and even destroyed part of It before he slowed, and It caught him by the ankle.

As the symbiote bonded with him, this one thoughts meshed with Its own, and he finally understood what It wanted. How badly It desired the Spider that continued to run from It. It revealed this to Its beloved Spider, and seemed as much surprised as the others.

The Symbiote controlled Iron Fist roared at Spider-man in glee, and they attacked. Spider blocked this time, and he could feel the bruises that were sure to form tomorrow each time he did. If there was a tomorrow. A web covered their face when he ducked, and disappeared into the black. Screeching, a glowing, yellow fist collided with the wall-crawler, and he smashed into a billboard behind him, with the face of fast talking, cheap buisnessman.

Then the host fought against It, and the symbiote was forced off by sheer force of will. It did not matter. There was another It could take.

But before It could, the Other stood before It, and offered himself freely to spare his friends. And It did not hesitate, unable to contain the joy that flooded Its being, wrapping around the Spider, loving the feel of the tight skin It pressed against, each curve and groove of the sleek body that melded to It perfectly.

The symbiote let Its true host know how pleased It was, how overjoyed It was to have returned to him. The Spider peered into Its memory, seeing Its short, tortured existent. The boy could not comprehend the affection that radiated off the symbiote for him. For the boy was Its only, Its perfect, beloved partner. And It would His, would take the place of all others to fulfill Him and His needs. Would let him know a joy he had never known. And Peter was lost to the sensations in his own mind, finding this place, where ever it was, to be most enjoyable as he was lavished upon. He never wanted to leave.

On the outside, the body was changing. Red and blue became black, white being the only splashes of colors, forming eyes and a large spider symbol on the chest that was connected to an identical one on the back by the legs. The suit clung tightly to slender, yet tight form, filled out with muscles in a light build, but not overly so. A permanent, jagged, and sharp toothy grin cracked the mask, seeming as though it would split the face in two. Spider-mans friends watched it all, a look akin to horror on their faces.

And then they were no longer two. They were Venom, they shouted out for all the world to hear. And they would have been content to leave then and there.

But their teammates had other ideas. They fought them, crying out for It to release him. But It would do no such thing, even as they were attacked from each side. Venom lifted their arms high, then slammed the black fist down, cracks spider-webbing out and a shockwave knocking the team back. Venom shrieked as Iron Fist and Powerman hit hit them. Venom had had enough. If they would not leave them alone, Venom would kill the pathetic would-be heroes.

Parker resisted at this. He did not want his friends hurt. So he fought, even as the symbiote attempted to calm him. He would not be deterred, and as much as It hated it, rendering him unconscious was the only means to stop his fighting. Then they would leave, and his friends would never see them again.

However, before It could strike a sharp blow across the Spiders head, the teen had Nova release his hands. In doing so, he was able to send electrified webbing into two conduits on either side.

The result was instantaneous. They were burning, burning, burning. Make it stop, It begged of him. But it was too late. The symbiote was destroyed, incinerated in an single, pain filled moment. Or so it seemed.

And while Spider-mans teammates congratulated him, a tiny, unseen blob wriggled unseen on the nape of his neck. It delved into the seam of the costume and onto the skin. Peter's hand whipped back, feeling a small tickled, but found nothing.

It would wait. Would regain strength before It attempted the bonding again. Would whisper into the Spiders mind, influence his every decision and life without being discovered. He would be Its again, and they would be together forever.

I love Venom. I really do. Out of all the Marvel villains, Venom is my favorite. My reasoning for portraying the symbiote as I did is that I have always thought that it loved Peter Parker, in its own, slightly homicidal way, and, if given the choice, would always choose Peter to be its host. It's like an angry, obsessive ex-girlfriend, in that it would rather see him dead not only because of the rejection, but because it doesn't want anyone else to have him. I have four examples of why I believe as such.

In Spider-man Unlimited, episode 2, Worlds Apart, Part two, Venom exclaimed to Spider-man of how they had missed him. Wanted him back as part of them, as it always should have been, trying to force itself on him.

In the Spectacular Spider-man, episode thirteen, Nature vs Nurture, Peter lied to it, saying that he wanted it back after it and Eddie Brock beat him. It left Brock and went to Peter.

In a what if comic, where Peter was comatose, he had the choice of whether to come back to the living world, or to move on. He choose to move on, and sensing this, the Venom symbiote left its then host, Mac Gargan, a.k.a the Scorpion, and went to Peter, and took his body.

In the Spectacular Spider-man comic, The Hunger, the Venom symbiote left Eddie Brock, and attempted to force a bond between Peter and itself.

And on this note, I would like to point out that the Ulitmate-Spider-man Agent Venom is ridiculous. If Flash had been the one who was perfectly compatible with the Venom symbiote, it wouldn't have left him the first time it bonded with him. And Agent Venom in the comic is a paralyzed from the waist down Flash, who uses the symbiote to walk again, and fight crime. It's not a permanent bond unless he wears it too long.

Also, the Venom suit Spider-man is not huge like it is in the Ultimate-Spider-man. It was like his normal costume, except it enhanced his strength, webbing, and his other abilities. Venom is huge on Eddie Brock, who works out and has huge muscles. So the hugeness of Spider-man is rather silly.

Well, that's enough of my rambling. I hope you enjoyed reading the fic, and please leave a review.