A/N: After much deliberation, and after failing time and time again to get Symbiosis up and running again, I've decided to rewrite my first ever RWBY/Spiderman fic some time in the future to improve on the content and make it better than it was before.

But this post here, is something that has been a part of the brain-trust involving me and several other authors/readers here on the site. Some of my fellow Spiderman/Marvel fans asked me if I could take the background of Symbiosis and take it in another direction based off of the multi-verse theory and how one doorway could lead to multiple worlds.

With my writing prowess, the help of fellow fans, and the pressure from my woman who is an advent DC fan, this particular crossover was born. And like the many before it, there's a lot to work with in regards to both sides. So if you're a fan of both, give this a chance and I won't disappoint.

Disclaimer: I own nothing.

The bright lights of New York City shined into the dark, early night sky above. The bustling traffic of the city's inhabitants loud in the streets below as people went about their usual routines that came with this time of day.

All the while, none of them seemed to notice a lone figure swinging through the concrete jungle. Long strands shooting from his wrists which helped propel him through the air at high speeds, doing occasional flips and spins either for fun or more momentum as he continued on his way.

New York was home to more than a dozen different heroes, and even more villains. Each one with their own level of greatness that both inspires and instills good in the people they protect in different ways. And each one more different from the previous.

But this one...he was very unique in many ways.

The figure swung on one last strand and landed on top of a tall skyscraper, bending his knees to cushion the drop before rising to his full height of 6'3''. Walking toward the edge of the building, the surrounding lights illuminating his form and revealing a strong build encased within a skin-tight suit.

The legs and the arms from elbow to fingers were a dark-blue bordering on black, the upper half was a crimson-red with thin tendrils leaking down from the waist on to the legs, the same being done on the forearms making the colors clash. The head had no visible mouth, and possessed two large white eyepieces that curled into small hooks on the tops.

A pair of sharp eyes looked through the white lenses at the streets below, scanning for trouble as he looked out over the city. "Seems pretty quiet tonight." he muttered out loud.

"No bad guys to fight, no fun to be had...boooorrrrrriiiinnnnnggg." whined the slithering voice in the back of his mind.

The suited individual rolled his eyes, "I think we deserve some time off today...considering." His 'other' projected an array of emotions through their link realizing the gravity of its hosts words. "Has it been a year already?"

"Yeah...it has." The 'mask' of the suit slithered off of the individual's head almost like water, revealing a young man of 23 with dark-brown spikey hair, a strong, angular chin and light-brown eyes. He sat down on the ledge and stared into the distance sightlessly, his mind going over everything that had happened on this date 365 days ago.

"...it wasn't your fault." his 'other' said gently, many probably finding this hard to believe considering the history of its race.

He chuckled humorlessly, "Still have a hard time believing that. You know me better than that, Toxin."

"I do...which worries me." said the symbiote. "We're a team, Matt. I can feel it when our emotions aren't in sync, and yours have been all over the place lately."

"Don't worry so much, partner. I'm fine." Matt replied running a hand through his spiked hair. "Besides, you should be celebrating. You're 'birthday' last week, after all."

Toxin smiled through their mental link, "I still don't understand this human custom, even after this past year. But I suppose that there are far weirder things out there I don't understand." the symbiote switched back to the original topic. "Don't change the subject, I may still be young, but I'm not stupid."

Matt blew out a slow breath, "What do you want me to say? That I'm still feeling guilt and regret? That I wished things had been different and turned out better?" his answer was silence while he put his head in his hands, fighting back tears that threatened to spill over. "We can't change the past." he muttered looking back out over the city, eyes shining as he reigned his emotions back in. "No matter how unfair it is."

He felt his suit shift around his neck, allowing a small gold cross on a gold chain to be revealed hanging around his neck. Reaching up, he grasped the small pendant as the symbiote spoke. "I wish a lot of things could have been different for us...but one thing that I don't is that you had given me a chance instead of throwing me away like HE did." Toxin growled in barely contained fury.

"It was a pretty messed up day. But a big part of me doesn't regret it at all." Matt said smiling. Both host and symbiote thought back to the day in question, the day the two of them had met and became bonded to one another.

X Flashback X

Matt Nolen was like any other kid growing up in the Bronx. Going to the local community college, hanging out with friends, and maintaining his job at the local arcade in his spare time.

His mother, Anna Nolen, worked hard as a nurse at the hospital to support the two of them. Matt's father had been killed in a car accident when he was only a year old leaving the two of them on their own. It had been hard, and when Matt got older he stepped up and did everything he could to help his mom.

At 22 he found himself on the honor roll every time back in high school, making his mother proud. He really excelled at math and science and was already being scouted out by a couple of colleges around Manhattan. Though he had taken time off to help at home where he could.

Life was hard, but neither of them regretted a thing.

It was about 11:00PM as Matt finished closing up the arcade for the night. A few other kids stuck around later than usual and kept him after hours before he managed to shut everything down.

Cursing under his breath as he finished sealing the doors, he turned and began to make his long walk home. The warm night air around him soothing as he made his trek. "Thank god summer's coming. Maybe I can travel outside the city and check out Ithaca next month with the guys." he said out loud as he turned down another street.

The apartment building him and his mother lived in was only twenty blocks away, it was a walk he knew by heart and could do blind folded. Taking several familiar streets, and a couple of short cuts, he was about half way there when he heard something.

A loud crack that resounded from down an alley that he was walking past, sounding like someone was splitting stone with a sledge-hammer. "The hell?" he said looking in the direction the sound came from just as another loud crack could be heard.

Against his better judgment, he began to slowly make his way down the alley. Matt's senses on high alert as he rounded the corner at the end and stopped cold.

In the center of the path before him was a gaping hole in the concrete that went roughly ten feet down and was over twelve feet across. Peering over the edge, the he recoiled when he saw something that resembled a man strung up by dozens upon dozens of red and black tendrils.

The man groaned, the fleshy tendrils slowly began to creep along his body and began to adhere to his form. All the while Matt looked on, blood draining from his face as the two slowly began to bond back together. Being a New York native, he knew all about the various villains and heroes that took up residence in the city. And as he watched the familiar form of one of the deadliest villains ever talked about come together before him had him paralyzed with fear.

"Venom never said...Birthing hurt this bad...Make me feel this...wasted..." Cletus Kassady, AKA Carnage muttered to himself in obvious pain. He turned slowly, white, demonic eyes locking on to the terrified young man as he stood at the edge of the crater as he looked on.

The symbiote's black, dagger-like teeth stretched into an insane grin.

In the next instant, Matt found himself on the ground, pinned down by a hand baring razor sharp claws. Carnage's face inches from his as he cackled. "Ahhh...and here's our host for the evening. If I had any spit left in me, I'd finish this right now...but you can't go anywhere I won't find you..." the monster raised its hand and slammed it down on to Matt's chest with enough force to knock the wind out of him.

"I'll be seeing you again...real soon..." with that Carnage leapt into the air, a red tendril shooting out and attaching to a nearby building as he began to swing away.

Stunned by what had happened, Matt staggered to his feet and ran full sprint back the way he came and didn't stop until he reached home.

All the while, never noticing the strange substance that slithered under his clothes and seeped into his skin while he ran.

X

Reaching the apartment, he slammed the door shut and locked it as tight as he could before pressing his back to the surface while he tried to regain his breathing.

He had looked into the eyes of pure evil. A deranged psychopath that had killed dozens of people like it was some kind of a sick game...and yet he was allowed to walk away like it was nothing.

"Maybe...maybe I just got lucky?" he thought as everything started to calm down. "Maybe he had killed and eaten enough and decided I wasn't worth his time." he hated to think like that, the possibility of people dying out there because of something like that made him feel ill.

Ever since he was a kid he wanted to help people. Like all the heroes that were out there, whether they were in the police force, firefighters, or even in costume he wanted to follow in those footsteps. To do what was right and protect the people that need to be protected.

Carnage's parting words filled his head, a feeling of dread entering the pit of his stomach as he tried to grasp what the symbiote had been talking about.

He sat at the kitchen table of the small, two bedroom apartment attempting to contemplate everything as his mother stepped through the door. Anna was about a head shorter than her son with long flowing brown hair and soft hazel eyes. She'd been a nurse for almost 15 years now and loved the job very much, at the same time it helped her put food on the table and a roof over their heads which had been an added bonus for her.

"Matty? When did you get in?" she asked setting her purse and phone on the counter.

Matt was still off in a daze and didn't say anything until she came over and tapped him on the shoulder making him jump. "Huh? Oh, uh, I just got here. Long day." he said trying to cover as best he could.

Anna shook her head at her son, "You're working too hard lately. When school lets out I expect you to take it easy for a while. Don't overwork yourself so much."

He chuckled and scratched the back of his head, "Yeah, in fact I was planning on taking a trip with a few of my friends . Maybe head south."

Whatever his mother was about to say was cut off when one of the windows in the living room shattered loudly. Both of them spun around and face the doorway into the room to see a huge, hulking black mass now standing there.

Slowly, it rose to its full height revealing a large white spider symbol on its chest. Razor sharp claws on its hands and a head with jagged white eyes and a mouth filled to the brim with dagger-teeth that were wetted with an insanely long tongue.

"Oh...shit..." Matt thought backing up with his mother as the creature stomped into the kitchen. "First Carnage...now HIM?!"

The large monster, which had been quickly identified as Venom, swung its large head between the two frightened people before settling on Matt. "Well now...this one looks to be well on his way." a shot of black webbing shot from the top of his right fist, attaching to Matt's shirt and snapping him forward. Venom's massive hand grabbed him around the torso and lifted him up to the creature's height while Anna screamed her son's name.

Struggling in the monster's grasp, Matt saw Venom look him over carefully before flicking his long, serpent-like tongue. "Seems our child has chosen you to carry his new brood. Perhaps we're not too late after all."

"Let him go Venom!"

The symbiote and the teen looked back into the living room and found Spiderman crouched in the remains of the shattered window.

Tossing Matt to the floor, allowing his mother to run over and move him aside. Venom spun around and charged the wall-crawling hero. "What are you doing here?! Your spider-sense can't pick up us symbiotes!"

Spiderman leapt out of the way at the last second, spinning in the air and delivering a powerful kick to the monster's head. "Maybe, but I can still follow the dirty gray puddles all the way from the East River." he followed up with a powerful right hook that stunned Venom before turning to the Nolens. "Run! Both of you! I'll hold him off!"

Matt grabbed his mothers hand and bolted out of the apartment. Going straight for the stairwell and taking it down the various floors toward ground level. They had the door open for all of two seconds when a barrage of red tendrils came after them. Knocking Anna back and ensnaring Matt before pulling him forward.

"Got you." Carnage hissed before leaping through the doors in the building's lobby and taking off via tendril lines.

"Let me go you freak!" Matt shouted attempting to break free only for the symbiote's grip to tighten.

"Not a chance. When I'm through with you, there'll be nothing left to bury!" Carnage fired another line just as a familiar hulking mass appeared beside them.

"Carnage! I won't let this happen!" Venom roared as he chased after them.

"Hey pops. Your stockings are torn." the younger symbiote jeered.

Venom looked down at the webbing covering his legs before Carnage grabbed his head and slammed him into the side of a passing building. "Pathetic old-timer!" he shouted as he moved farther ahead.

Matt struggled for another minute or so before giving up, knowing that it was useless. "If you're going to kill me then get it over with." he said glaring at his captor.

The symbiote did one last swing before landing on top of a building. Holding the younger man before him and raising his free hand as it morphed into several sharp blades. "Who said anything about killing you? I just have to rip out your rib cage, lungs and spleen so I can get at my baby."he said, spitting out the word baby like it was dirt in his mouth.

Matt's eyes widened, "B-Baby?" he stuttered just as Carnage prepared to tear him apart.

Thinking fast, he kicked both feet up and caught the monster in the face and making him release his hostage. Rolling to his feet, he barely had a moment to think when Carnage slashed his arm through the air, slicing through his shirt and cutting into the skin of his chest.

Matt was thrown from the roof, shoulder slamming off of a window pane before he managed to grab the one under it. Holding on for dear life as blood oozed from the wound on his chest. "HELP! SOMEBODY!" he called out praying for a miracle.

A sinister cackling came from above and he looked up to see Carnage scaling the wall down toward him. "No one's coming to help you kid. It's dark, and the dark belongs to creatures like me."

A black and white blur shot through the air, connecting hard against the symbiote's face and sending it flying off to the side. Matt felt relief fill him, then couldn't help but blush as he sensual form of Black Cat perched herself on the window pane he was clinging to.

"Hard night, sweetie?" she asked grabbing his arm and leaping from the building. Using her grappling hook to start swinging away. Matt tried to speak, but found himself tongue tied. Either from embarrassment or pain and fear he didn't know which.

They hardly got a few meters away as red tendrils launched out and grabbed them, Carnage growling ferally as he pulled them toward him. "Look at this Cletus, a pretty girl. Smells nice. Nice and soft." the symbiote said before its host spoke next. "Squeeze the perfume outta her." "Good idea partner."

Black Cat slashed the tendrils with her claws, releasing her and Matt and allowing them to drop to the rooftop below. Carnage snarled and went after them, slashing and stabbing at the female thief/heroine with an array of weapons.

Matt crawled out of the way and watched as the two fought, the symbiote proving to be too much for Black Cat and looked to be winning when Venom appeared and smashed him hard in the back.

"It took me a while to catch my breath and lick my wounds. But now I'm here...this STOPS!" the older symbiote roared as the two started exchanging blows.

"You call those wounds? I'll show you wounds!" Carnage roared back as they fought.

Venom slammed both hands hard into his 'son's' back. "The killing stops here Carnage!"

"What do you care if I kill the human girl?" Carnage spat back while delivering a hard uppercut to the older symbiote.

"Her? I don't care about her. You can do what you like with her!" Venom spun and slashed with his claws. "I'm talking about my grand-child! It must live! To carry my genes into the future!"

Carnage formed his arms into a pair of axes. "It must die! I'm not having my genes come back and bite me!"

From his place behind Black Cat, Matt was reeling about everything he had learned since this all began. It started to make sense now as to why two of the deadliest villans in New York were after him. His hand went to his chest thinking back to when the red symbiote had struck him. "What...did he do to me?"

"Come on, now's our chance!" Black Cat shouted, grabbing him again before they started swinging off into the city while the two monsters fought ruthlessly against one another. Along the way his eyes began to droop, blood loss and fatigue starting to win out against him.

Just as his vision began to darken, Matt felt something stir in the back of his mind before a tiny voice whispered to him. "Sleep. Safe now."

X

He'd woken up in the hospital the next day, his mom asleep in the chair next to him with a bandage around her head. From what he could figure out, Black Cat had brought him there right around the time Spiderman showed up with his mother. The injuries that he had sustained had already healed which had shocked him to no end.

In the days that followed, Anna had moved them into a hotel while their place was being repaired. All the while more than a little paranoid that the two symbiotes would come after them again. But things had seemed to returned to what could have been considered normal for the two of them.

Though that all changed on the third day after the incident.

X

It was Sunday, and Matt had taken advantage of his one day off from both work and school and was relaxing on his bed in the hotel room he had across from his mothers' while their apartment was being fixed up.

The last week had been tense, for lack of a better term. His mother was afraid to even leave her own room after what had happened with Venom and Carnage. But things seemed to be alright for the most part, though he couldn't help the sense of foreboding that had befallen him.

Matt had felt like something had been following him everywhere he went. And every time he looked he'd find nothing there. His friends said that he was just being paranoid, but couldn't blame him after the incident that happened a week prior. However, deep down he knew that wasn't it. Like a new instinct telling him about imminent danger, which hadn't been the only thing he discovered that was new about himself.

Lately he had also found that he had become increasingly stronger and faster than he had been before, his reflexes a lot sharper and his senses heightened.

There wasn't really an explanation as to how this was happening, and Matt had been doing everything he could to figure it out and kept coming up empty. Part of him thought back to what Venom and Carnage had been fighting about and how it could be connected to him.

"...hello?" Matt's head perked up at the strange voice. Looking around the room briefly, he shrugged before going back to the book he had been reading. "Hello? Can you hear me?" He was off his bed in a second, book forgotten as he looked for the source of the small, child-like voice that had echoed once more.

"Who's there?" he asked not seeing anything out of the ordinary.

"I am here." the voice replied.

Matt was getting more and more uneasy the longer this went on. "Where are you?" he asked now openly searching around the room.

"Right here..." The voice said just as he felt something moving around underneath his shirt. Moving into the bathroom, he removed his shirt and looked in the mirror...

His face paled when he saw a red and blue mass in the center of his chest, small tendrils spreading out from the middle of it and spreading along his torso. "Can you see me now?" the voice said reverberating through his thoughts as the mass shifted slightly.

"What the hell is this?!" he demanded as he poked and prodded at the weird tumor that was shifting on top of his skin. Then he remembered the night Venom and Carnage attacked and almost felt his heart stop as he recalled the mentioning of a 'baby inside of him.'.

"No...No! NO!" he grabbed on to the substance and began pulling and yanking, using all his strength in an attempt to remove it. "GET OFF OF ME! I WON'T BECOME ONE OF THOSE THINGS!"

"STOP! PLEASE STOP!" the symbiote screamed within his head. Matt paused, hearing soft whimpers coming from the creature that had taken residence in his body. "P-Please...I don't want to die...I won't hurt you..."

The fear and distress made him completely halt his actions, it was alien, but it almost sounded like a child was pleading with him for its life. "What...are you?"

A soft sniffle was heard before the thing spoke. "I...I'm a symbiote. A creature from somewhere amongst the stars. We...can't survive without a host, without one...I could die."

Matt backed up and sat on the toilet, eyes locked on to the mass on his chest. "You're what Carnage put into me that night...your his child." He heard the creature growl.

"That thing isn't my daddy! The only thing he wanted to do was kill me! He hates the very idea of my existence!" the young symbiote shouted making him wince. "...sorry..." it said genuinely.

"Why does he want you dead? I figured that, that psychopath would want you to follow in his footsteps." Matt said wanting to figure out as much as he could.

"He hated the idea of having me, because his host is a 'boy'. It was also because of the fear that I will grow to be more powerful than he is."

"Explains why Venom was trying to save me. He wanted this little guy to be his little padawan or something." Matt thought now understanding the situation he now found himself in.

"What's a 'padawan'?" asked the symbiote making him jump.

"You...heard that?" he asked hesitantly.

"It comes with our bonding. You possess a mental link with me, among other things that were passed down from my father and grand-father." the creature explained.

He stood up and approached the mirror again, "So...what? Do I have superpowers now or something?" He could feel the symbiote 'nod',

"As long as we're bonded together, yes. And over time we'll grow stronger together. It's how it is between my kind and those we choose as a host, it protects both of us from harm."

"Something like increased speed, strength, and endurance." the host thought to himself. "Exactly." said the symbiote making him roll his eyes knowing that privacy would be a hard thing to manage at this point.

"And how can I be sure that you won't turn me into a monster like the other two?" Matt asked pointedly. "Venom and Carnage are obviously symbiotes and they turned their hosts into freaks of nature that thrive on death and chaos."

The symbiote was silent for a few moments, "I'm not like them..." it finally said. "I've been reading your thoughts and memories while I've been growing. You're innocent, nice, and willing to help people who need you. Completely unlike the hosts of my ancestors. Believe it or not, the mindset of a host actually affects my kind in more ways than you think."

Matt braced his hands on the sink, resting his head against the mirror. Closing his eyes as he thought long and hard about everything that had been revealed to him. Here he was with an alien life form living in his body that had the potential of giving him extraordinary powers. Powers he could use to help people like he always dreamed of.

But there had to be a catch.

"What do you get out of all this, kid?" he asked the symbiote while looking at the reflection of it in the reflective glass.

"I want you to keep being my host. To keep me safe, and I won't influence you in anyway. And as long as we're bonded I'll be able to learn new things about this world. And...we can have a bit of fun showing the scum of this city not to harm people." Through their link, Matt couldn't find any traces of deception. But he was still wary about this possible 'partnership' between them.

"Okay, call me crazy but...I'll give this a chance. But if you EVER do something I'm not happy with, I'll find a way to rip you out of me and throw you into the nearest furnace...understand?"

He could feel the symbiote nearly explode with joy. "Thank you! You won't regret this." Matt saw the mass on his chest start to expand, stretching across his upper body and beginning to cover his whole form from top to bottom. It felt strange, like warm water was pouring over his skin, making it tingle.

When the substance came up over his head in instinctually held his breath as everything went dark for a moment before he was able to see again. Looking back into the mirror he felt what little air he had been keeping stolen from him.

He now wore a skin-tight, crimson and dark-blue suit that showed his now more toned muscles. Reaching a hand up, he touched the side of his face feeling the texture of the 'mask' as he examined himself. "Whoa..." he breathed, flexing his arms and examining himself from all angles. I

It felt amazing, almost like he could take on the whole world.

There was also a rush of knowledge through his head, in the span of a few moments, he knew exactly what his powers were and how to use them. The alien wasn't kidding when it mentioned the mental link, he know knew everything that had been passed down the symbiote's genetic line.

"Wanna go out and test our new prowess?" asked the symbiote, secretly glad that its host approved of the improvements it had made to his body.

"Sounds good." leaving the bathroom, Matt left a note for his mom on her door before opening the window back in his room. Perching on the window ledge before raising his hand, allowing a 'web-line' made of tiny blue and red tendrils to shoot out before he began swinging away from the hotel.

"YAHOOOOOOOO!" he shouted into the air as the wind flew past him as he shot another line. "This is awesome!"

The symbiote giggled in his thoughts, "I take it you like?"

Matt swung on the last line, did a backflip and landed on top of a building as he looked out across the city. "I do, but don't think I've forgotten what I had told you back at the hotel." he said sternly as he rolled his shoulders before he remembered something. "Hay, what do I call you? Do you have a name?" he asked after a bit.

There was silence again, "I...don't know. Daddy didn't bother to give me a name." the symbiote hissed the last part in anger.

Matt felt sympathy for the creature, it didn't ask to be born and hated like this. Despite how strange and 'unhuman-like' it was, the symbiote was still a child. A child hated by its parent and sought after by its grand-parent to be used like some kind of tool. It wasn't right.

"How about I name you? I mean, if we're supposed to be partners now it could be the least I could do."

He felt joy from the alien life form, "You would do that? Really?" it asked excited.

"Of course. Now, just give me a second..." the teen thought it over for a few moments before nodding. "Well, your grand-dad is Venom. Your...dad, is Carnage...how about Toxin?"

"...I like it. It rolls off the tongue." Their small conversation was cut off my the sound of police sirens down in the streets close by. "Sounds like someone could use some help."

Matt grinned behind his new mask, "Yeah, let's cut loose!" I fired a web-line and swung off toward the disturbance.

X Flashback End X

"And thus, was the beginning of a beautiful friendship." said Toxin after their small trip down memory lane.

"And the birth of a new hero. Can't believe the name 'Arachnid' stuck, though it was expected since our abilities are almost exactly like Spiderman's." added Matt before grimacing. "Not to mention the Bugle calling us some kind of, 'spider-menace' knock off."

The symbiote mentally rolled its eyes, "That bastard Jameson's just jealous that he's not as awesome as us and Peter." It noticed the solumn look on its host's face as he delved farther into his memories, most taking a very dark turn. "Matt...her death wasn't you're fault. You couldn't have predicted something like that to happen."

"Doesn't change the fact that I had the power to save her...and I wasn't able to get there in time to do so." came the reply as a tear traveled down his cheek, grasping the cross around his neck in remembrance.

"We can go see her. I think she would be happy about that." offered Toxin. The distant sound of a siren catching the attention of the duo. Matt stood back up, the necklace disappearing beneath his suit as the mask reformed around his head. "First, let's take care of this little problem." he fired a web-line and swung off toward where the sirens were headed.

X

Around midnight, Matt found himself walking through the small-iron gate of a cemetery located within the Bronx area. Toxin having shifted his 'clothes' into a simple red t-shirt and jeans as he closed the entrance behind him, a bouquet of flowers in his hand as he began walking amongst the gravestones.

The place was small, but beautiful and well kept. Located behind a small church that he had been frequenting for the last six months.

Moving along a familiar path, he stopped infront of one particular stone. He knelt down and laid the flowers on the ground before bowing his head in prayer. Minutes slipped by in silence, continuing his vigil with only the sounds of crickets around him.

Toxin was also silent, offering its own prayers to the one that laid before them, knowing how important they were to its host.

Matt's ears perked slightly when he heard someone land softly on the grass behind him. "Thought I'd find you here." said a familiar voice.

"I came to see her...considering what day it is." the teen replied.

Out of the shadows, the form of an older man wearing a well recognized red and blue suit with black webbing patterns on it. "I kind of figured." said Spiderman, walking up to stand by Matt. "MJ and Aunt May are worried about you. When you didn't come home at when you usually do they assumed something happened."

"I'm fine, Pete." Matt said raising back to his feet, eyes still locked on to the headstone.

The other hero removed his mask and ran a hand through his messy brown hair. "You and I both know that's a lie, Matt."

The older man put a hand on Matt's shoulder, "I can see the guilt and regret. The same thing I was feeling when Uncle Ben died. We all can see it, you hardly grieved when it happened and you can't keep this bottled inside. It'll end up destroying you."

Matt closed his eyes, fighting back tears. He could feel Toxin trying to calm him mentally to the best that it could. "What do you want me to do, exactly? To forget about it and move on?"

"No," Peter said shaking his head. "I want you to know that you still have people that care about you, that will be there when you need us. We will listen if you need to talk, just don't shut us out."

"He's right." added Toxin. "I'm willing to listen too, I've been with you for a year now and will help however I can. Just like how you've helped me when I needed it most."

He couldn't help but smile at the support he was getting from his friend and his 'other'. "Thanks...both of you."

The older superhero nodded and smiled back, knowing full well that the kid's symbiote was offering its own form of support. "It's no problem, Matt. You know, that 24-hour diner we usually go to is calling our names, you hungry?"

"I could eat. Just, give me a couple of minutes alone, okay?"

Peter nodded, pulling his mask back on before heading toward the entrance of the cemetery. The teen turned back to the headstone, reaching out and touching the smooth marble briefly, a small gust of warm wind blew through the air and caressed the side of his face making him smile before he followed after his friend and mentor.

The moon shined down on to the stone, illuminating the writing carved into the surface:

Anna Nolen. Mother and Friend - A kindred soul that will forever be loved.

A/N: The origin story really hasn't changed much compared to the first time I wrote this, though various things have been altered to help it fit the criteria for later on and help it make better sense.

I intend on getting this story off the ground with two more chapters within the next 48-72 hours, so if your interested in it after this installment, stay tuned.

And for my fans with Symbiosis...I'm sorry. But it'll be a long time before it will be revived again. Nothing against all of you and I care deeply for your support...but it's getting harder and harder to bring it back, many of you probably have experienced this before, but I have not abandoned it. I refuse to abandon my work, so don't worry about it being taken down.