This is a AU so be warned. Expect some of your favorite marvel characters acting and being different. Some recent events and comics will be ignored and so will some character development.

Eddy Skipper McGee was exploring the hero filled city of New York. His parents won a trip to New York. He had been abandoned at their hotel room told to stay there and behave as his parents had the time of their lives. Eddy was bored within moments for two reasons. His two closest friends were back home in his small town of Peach Creek and because he was not a boy who did as he was told. He was a trouble maker, a hot tempered, and wild and loud boy who disobeyed authority.

He was thirteen about to turn fourteen and wore a yellow tee shirt with a purple collar and purple at the end of his sleeves and a red stripe. He had blue jeans and red sneakers with metallic toes. He was muscular from his summer job at a neighbor's farm. He was merely checking out the buildings. Particular Parker Industries main building which was once home to the fantastic four , Jean Grey School or Higher Learning, and finally Stark tower.

A fact not known by many he had become recently a superhero geek and fan. His friend Ed caused his recent interest by showing him a few videos. Now Eddy was hooked and hung on to every broadcast.

" Come on." Eddy muttered. " Based on the broadcasts and news Eddy expected more battles and more fights between costumed heroes. Easy continued to wander till he got near a alley. He as suddenly pushed into it brutally and quickly.

" What the hell man?" Eddy said only to hear the click of the hammer of a gun. And felt the cold steep be pressed against his temple " Get down on the ground punk." Eddy heard a gruff voice say.

Eddy turned away a thug wearing all black holding a semi automatic silenced pistol Blood was visible on it and on the man' gloves.

Eddy reached in his pocket. But he brought it out quickly trying to knock the gun out the man's hands only to feel the bullet in his side. It was like a red hot burning blade hit his insides and out sides. " Bastard. " Eddy said trying desperately to stop the bleeding.

" Should have listened. " Eddy closed his eyes expecting a bullet to hit his skull only to see something slam into the man and throw him to the side. It was a humanoid figure pure black with a white spider on his chest and one on his back. It had a mouthful of yellowed fangs, and a long serpent like tongue and greenish drool. " Sssstop it. Leave the child alone. "

The thing slammed across the wall and sent webbing pinning him into the wall. " Venom. " Eddy realized. A black alien parasite that bonded itself to Spider-Man and a number of people. The second host was a psychopathic killer and the third one was a soldier using it for good.

The symbiote looked at him and least on him spreading all over him and Eddy saw blackish and felt his wound closing up and passing out.

Eddy felt burning pain as a spider bit him. He felt dizzy and sick and left the science exposition and headed toward home. He felt a buzzing in his head and as a reflex he suddenly jumped in the air to avoid it and ended up sticking to a car.

Then he ended up scaring a man that killed a innocent men he knew well and loved like a father. He found himself wearing a red sweater eitb blackish webs and a red spider, red gloves and blue jeans. " You care about the people you killed. The woman you widowed. " The man was scared backing up toward a window. " You stone cold son of a bitch. Answer me." The man mumbled scared begging to be let go and backed up hitting a object on the floor and fell backwards out the window and falling with a sickening crunch. His neck and limbs were broken and at unnatural angles.

Then he was at a church wearing the suit bashing himself against a bell till the vibrations removed the suit form him and he fell safely in the bushes.

Eddy wanted to rip Spider-Man into pieces. He had his career as a reporter ruined and lost his credibility. Suddenly blackness dripped like rain on him. He screamed.

Then he was sitting in a jail cell.

Eddy had memories of being a soldier and then his legs being blown off. Being crippled and then becoming a hero like Spider-Man and being a government assassin and agent. Then touring the galaxy as a hero being better than ever.

Eddy woke up in the hotel room on his bed sweating and screaming. His parents no surprise weren't there. " What the hell was that? " Eddy got up into the bathroom looking in the mirror only to see himself and venom in the looked different more muscular and well built with his hair styled differently.

He lurched and jumped back ." Venom? What was that? I didn't do any of that thing in my entire life? Why are you on me?" Eddy asked." Where is your host?

" Any memory of my previous hosts is visible for the next one." Suddenly the suit came out from his skin and tried to leave but couldn't. " We've formed a permanent bond. I can't get out. This bond has become greater more perfect then anything I've ever faced. Flash my host grew ill to the point. I couldn't help."

" What am I supposed to do? " Eddy asked. " I am only here for the summer . " What can I do?" Eddy looked very nervous. " My parents are going to kill me."

" The same parents that'll leave you alone for hours. The same thug sired you a child that feels some much injustice and won't admit he admires superheroes because he wants to help others like him." Venom answered with a smile.

" What do you want? " Eddy asked. He never told anyone especially his friends about his desire to be like the vigilantes and heroes. Eddy suffered for too long in his life making him especially admire the heroes of New York.

" I won't hurt or harm you. I merely desire one thing. To make suffer the villains of the world. I've seen your memories. You hate evil individuals as well. You want to be a hero? "

" I..guess it'll work but under one condition. " Eddy said skeptical and a bit scared." No skin tight suits and no spandex."

" We have a deal." Venom said with a smile.

Eddy Skipper McGee stood on the hotel building clad in his new suit. It was black with a white vest and grayish spider symbol, grayish lenses, and clawed fingers. He had lost the fangs but had web wings. It was week two since the start of it all. He didn't suspicion there was some many spiders in this city. " What's next? " The suit had been mostly quiet ever since they passed by the Stark building

Eddy had time of his life. He got out aggression beating the snot put of criminals and got pride and joy helping people. He also was making a little profit stealing money from thugs . " Are you okay? " He loved the suit it was like a proper brother or mentor to him.

" I sensed another suit. It.. Held some relation to me. Possibly modified with tech but I sensed pain. It's accessed a kind of intelligence and mental capacity similar to humans. Apparently self sustaining without a host but it's like a daughter to me . It has a gender and it's crying out. I couple picture it from our connection. "

Eddy could feel it's grim and worried look before he realized it." Ven even if it's like Carnage we can't abandon into die. Besides I have experience with bad family. You'd end up regretting it forever. "

" Thank you. Let's go."

Tony Stark stared at his former armor. Built with partial pieces of original symbiote and utilizing his latest tech it could bond and activate whenever and have multiple powers. He had taken a sinister outlook on life. He wanted his world shaped by him. Using Extemis, population limited and people adoring him.

His eyes were blood red and he had his black hair wild. He hadn't slept or gotten out in a long time. The suit started gaining a mind and form after bonding temporarily with Pepper. He had removed it but not without killing his former love. He regretted it. For a while then became even colder.

The suit had assumed a form of a younger pepper looking like she was fifteen or sixteen. She had white hair and pure blue eyes. She had on a white vest over a blue short sleeve shirt with a blue top and tie and white leggings. " Please.. Stop.." She was begging. " I am a person I am..." She passed out from the pain.

" You are not a human . " He amplified the device. She was restrained with electrical blasts and vibrations pumping into her. " You belong to me. I made you and you are a weapon. It'll stop when you realize what you are."

" Leave her alone." Venom lunged at Stark who wore a lab coat and ragged clothing only to feel a repulsor blast as Tony touched his bracelet forming a armored glove. He was shot again into chemicals.

" Is that you Thompson or Brock? Whatever human your using you can't stop me. I am the future, I am better and I am the future. " Eddy groaned as he spoke lay there.

Suddenly Parker's memories of chemistry came into his mind. He removed his mask and grinned. " Sorry Stark I hoped you enjoyed chemistry. " He mixed two volatile chemicals together and tossed them into the man's face.

Stark felt his skin burn and glass embed itself into his face. He lay on the ground screaming and bleeding.

" Enjoy the burn you bastard. " Venom created tendrils ripping away her restrains and torture equipment. " May you be scarred as a reminder. " Venom slashed the man's face and threw him face down on the ground. "

Eddy grabbed her and swung away. Leaving a scarred Tony who was fuming. ' That kid will pay. I will hunt him down and rip him a new one. '

She awoke on the hotel bed. " W-who are you?" She looked scared and confused but saw he didn't mean harm. She knew things things from Pepper she regarded as a mother." I am not a weapon. I am Patricia Potts. " She took Pepper's last and middle name.

Eddy smiled at her bearing some food with a smile." Your safe. Whatever Stark told you are he is a filthy liar. " He showed her venom and explained what she was. " Your safe now. " He grabbed her hand." But what happened?"

" I ..was alive and sentient and didn't want a host but Stark hurt me..I jumped on his assistanmiddle made this form after she died." She cried but Eddy held her dearly.

" Your safe. If Stark shows his face. I will hurt him. " Eddy smiled smugly. " I burned his face. Guess the helmet is always going to be on for pretty boy."

She hugged him kindly crying tears of joy." Thanks you. Thank you." She was overjoyed at her freedom.

" Anytime but he will be after you. I can get you some place safe today still in the city." Eddy promised. " Not here my parents will come soon."

Eddy smiled. ' It's not half bad helping others especially her. ' Eddy blushed holding her.

Expect her to act like Iron Man armorued adventures Pepper and expect romance later on. This will mostly star Eddy but the other Eds will make appearances. Stay frosty.