Sorry for the long delay! Hit major writers block with this fic! And a major shoutout to OfficialUSMWriter! She helped me out lot with this chapter, and more, so many thanks! You're awesome!

Peter jerked with a start when he awoke, shuffling restlessly in the covers of his bed while his hands clutched the blankets so tightly that they nearly ripped. The past few nights had been awful with nightmares plaguing him when he fell asleep and waking up even more exhausted than he had been before he went to bed. Rubbing at his eyes tiredly to wipe the sand from, while trying to recall what the nightmare had been about before it slipped away from his mind. Vaguely he remembered an encompassing darkness with a splash of white mixed in and...and that was it. A sigh left Peter, a hand moving to rub the back of his neck. This was getting ridiculous. Couldn't he have at least one nights rest?

Looking over to the alarm the bedside table, he was surprised when it was blinking at twelve-fifteen pm. Well going back to sleep wasn't an option or Aunt May would chew him out for sleeping in too late. With a heavy sigh he forced him out of the bed and put some clothes on before heading to the bathroom to freshen up. A huge yawn left him as he turned the faucet on and looked into the mirror.

He had seen better days, that was for sure. Staring back at him was a pale, shadow eyed Peter Parker that looked like he had been recovering from a Flash beating before he had his powers.

Flash...

Peter whipped his hand away from sink taps when he felt the metal bending under his fingers, resisting the urge to slam his fist down on the counter-top. How could anyone defend that prick? Sure he may have beaten Flash pretty badly but Flash had been dishing it out to him for years! But when it finally switches around he's grounded, suspended from school for a week and nearly kicked off the team! How was that fair?

A part of himself, the reasonable, logical bit, told him that it wasn't right to use his powers against a normal person. That any injury that he could have received from Flash now would be non-existent, and on the off chance that he did manage to get a bruise or two it would be gone within a few hours. The blessings of accelerated healing, he guessed.

Personally he dreaded going back to school tomorrow. He doubted that his friends would be very welcoming of him right now, especially after he had technically gotten himself under house arrest and off the team until further notice. He saw them on the news occasionally whenever Aunt May was away at work (having grounded from from watching T.V.), and they seemed to be fine. A little sloppy at times, but acceptable. He was both relieved and irritated that they hadn't made any attempt to call him in the past week. On one hand they had been getting in his space and butting into his 'me time', especially when it came to Harry and MJ. On the other he thought they would care enough to at least see how he was coping.

He left the news on while tending to his chores since Aunt May wouldn't be home until the afternoon. Right now anything was better than listening to the silence, even J. Jonah Jerkface's aggravating voice, berating him as usual.

That was, at least, until he heard Jameson griping about his latest escapade. He turned, setting the furniture cleaner down on the table as he stared at the screen. On it was a black clad version of himself with a white spider insignia stretching from the chest unto his back fighting a few petty criminals that presumably attempted to rob the store behind them, if the broken glass was any indicator. They ended up being webbed upside down from a nearby pole while they shouted profanities at the impostor as he swung away on a web.

"Who does that wall-crawling menace think he is?!" Jameson began to rant, slamming his fist down onto the desk. "It's bad enough that he's disrupting the everyday lives of New York citizens without interfering with the jobs of the police! If he thinks he can fool us with another costume then he-"

Peter had since tuned the loudmouth publisher out by now, staring intensely at the figure on the screen. Who was this guy and how did have powers so similar to him? Where had he come from? He thought to himself before his mind turned to SHIELD. If anyone had information on this new superhero it would be them, having the worlds greatest and biggest spy network.

Maybe they had replaced him, whispered a dark part of his mind. He had screwed up pretty bad, but surely nothing worth replacing him over right? He shook his head in denial. No, they wouldn't have done that, he told himself. Not when they came to him for help in the first place.

A tired groan left him as he rubbed the side of his forehead. Just what was going on?

He had only just left his first class when Peter wanted to slam his books into a locker and go back home. The reason? Everyone was staring at him, whispering behind his back and pointing at him. As Spider-Man he was able to shrug off such things, the persona a shield against those who would love nothing more than to see him fade into memory. But as Peter Parker he wasn't able to shrug it off so easily. Before no one would have paid attention to the nerdy science kid unless he was being bullied by Flash. He was a nobody to everyone except Harry and MJ. Now, though, he was the talk of the school.

Peter hated it.

Worse, he couldn't turn to his friends. He had barely made it to class in to time, giving him no chance to talk to either of them when he was forced to take a seat. Harry's eyes were filled with uncertainty towards him, and, if he wasn't imagining it, a touch of fear. And the day had barely begun, Peter thought glumly as he drudged his way into the next class. He was just thankful that none of his teammates had showed up yet, who were likely to give him an earful later at lunch. He sat with a sigh in his seat, one hand supporting his head as he gazed out the window, wishing more than anything that he was swinging through the streets right now, cleaning the scum off the streets-

"Peter Parker, please come to the Principals office." Came a woman's voice from the intercom. "Peter Parker, come to the Principals office."

He blinked stupidly for a minute while staring at the intercom. Looking down he could see many pairs of eyes on him, likely wondering what he had done this time when he didn't know himself. Peter was about to get up and leave when the teachers voice rang out.

"Go ahead and take your books and notes with you." She said, voice a little guarded as she watched him carefully. "Class is almost over anyway so you might as well save yourself the trouble."

More like save you the trouble, he though resentfully, seeing as there was still a good twenty minutes left on the clock, while scooping the rest of his stuff into a book bag and slinging it over onto his shoulder. He scowled the entire time as he left and made his way to the front of the school. The woman behind the countered waved him through without sparing him a second glance.

"Sit down Mr. Parker." Coulson said as he entered the office, gesturing to the two chairs in front of the desk. Peter did so but couldn't help the feeling that something was off.

"So, what do you need?" He asked cutting to the chase. "Fury realize that he needs me back on the team?" Coulson said nothing as he unfolded his hands from the desk, reaching for the remote and turning the T.V. on. Peter's attention shifted to the screen.

"Tell me what you make of this." Was all he said as Peter watched the scene play out- a video showcasing the same black-clad impostor from last night fighting a number of people; from petty criminals to the new recurring villain Dragon-man. Peter had to resist the urge to snort at that. It wasn't a very original name, he thought before reminding himself that he had named his alter-ego Spider-man.

Well, at least his name was catchy. And this guy didn't even look like a dragon!

"What kind of question is that?" Peter asked, attention snapping back to the man in front of him. "I figured S.H.I.E.L.D. would be on this guy already. The guys trying to steal my job! I really have to patent the whole spider motif."

"So you're claiming that this isn't you?" Phil asked, eyes narrowed in insultingly blatant suspicion.

"What're- no!" He denied immediately, causing the undercover agent to become even more skeptical. "I've been stuck at home ever since the incident with Flash!"

"Eye witnesses report first seeing this 'new' hero at around the same time you were placed under house arrest. Subsequently, all the camera's installed in and around your house have since been mysteriously deactivated."

Peter's eyes widened for a split second before cutting down and narrowing as he glared at Coulson accusingly, "You're spying on me?!" Peter shouted in disbelief, voice jumping an octave higher. "Fury and I had a deal!"

"I am well aware of the arrangements you made with Director Fury. However, in light of recent of events, we felt certain precautions were necessary." Coulson said, not bothered by Peter's shouts, as calm and calloused as ever.

"I make one mistake and you guys think you're justified to put camera's in my house?!"

"After the injuries Flash Thompson endured, such as his broken nose, jaw and considerable bruising, I would think you could begin to see why increased surveillance were necessary." The response he received hardly phased him; Peter slammed his fists onto the table, creating cracks in the wood that spread out in a spidery fashion.

"The only thing I see here is how little S.H.I.E.L.D. trusts me to my job! I didn't have to be a superhero- if it weren't for Uncle Ben..." He trailed off lowly, anger pungent in his voice, spiteful at their need to watch him. To control him! "And as far as I'm concerned I was doing just fine before Fury showed up and dumped four wannabe heroes on my doorstep!"

"You're stepping out of line Mr. Parker-"

"The hell I am!" Shouted Peter, cutting the man off, hands clenched so tightly that he could hear the knuckles popping. "I know how S.H.I.E.L.D operates- never satisfied until they have control of everyone and everything they deem a threat!"

Peter stormed out of the room then, ignoring how Coulson called out after him, slamming the door behind him so hard that he shattered the window and splintered the wood.

How could they accuse him like that? Spy on him as though he were any other rogue superhero?! Worse, they thought he was going against orders and donning another costume. As if he would use such an obviously similar costume to try to fool Fury! Could they not see how clear the real answer was? The black suit, how the guy wearing it had his powers- it couldn't possibly be anything other than Venom. A piece of it must have survived somehow.

Peter looked around, only now realizing that he had subconsciously found himself in the bathroom, thankfully empty.

"C'mon Parker, get it together..." He muttered to himself, going over to the sink and turning the faucet on to splash cold water into his face as he felt a major headache coming on. "You're not doing yourself any favors by..."

Whatever he meant to say fell from his tongue as he caught sight of his reflection in the mirror. Or rather the thing behind him. It was an inky mass, stretching from the nape of his neck that wriggled about, a shine to it that one would associate with oil and steadily growing outward. Instantly his hand snapped to his neck and he whipped around to confront his would be assailant.

To find his hand grasping at nothing and finding that there was no black, shapeless form behind him. It took a moment for Peter's heart to stop pounding in his ears and realize that there wasn't any danger. His spider-sense hadn't even gone off. Had he just imagined it? He asked himself, swallowing thickly and licking his lips.

Stress, that's what it had to be. That and his lack of sleep for the past week. It was the only explanation. Yeah, yeah, it had to be. The lack of sleep was getting to him, that's all...