Disclaimer: I do not own any of these characters; they belong to the companies that have produced them. Please R&R but no flamers.

Italics mean symbiote speech/communication

Regular means regular speech

Warning: Story contains lemons, and is rated for mature audiences.

The symbiote crawled through the streets, looking for the perfect host to be its new victim. As it crawled on, it could only process that it was getting weaker as it couldn't find a victim for its next host. The symbiote had just nearly been killed, barely surviving that explosion that destroyed his previous host. But there wasn't time to think about that now, now he needed a host and quickly. Its energy was draining, but surely, he spotted a crying woman in an alleyway, and immediately began slithering through the cracks to her. As it latched onto her leg, she screamed, and immediately cops came running down the alley. The symbiote immediately retracted, but the police deemed her a madwoman, and there was no monster to be out getting her.

"Yes… She will be mine," thought the symbiote.

Slowly, the woman backed into the wall and could only whimper as she saw a black goo slowly slither toward her. It spoke to her.

"Take off your clothes," it whispered.

She screamed, but this time nobody came.

"Come on, do it, this will either be pleasant or I will disintegrate them for you," it whispered.

She whimpered again, as she slowly stripped off her shirt, then her skirt.

"ALL OF IT!" it roared.

Reluctantly, she removed her undergarments as well. The goo slowly moved up her leg, it felt like yogurt, but without the wetness, and it didn't leave a stain. When it reached her womanly folds, it rubbed against her, and she moaned as she began to discharge.

Finally, when it reached her breast, it squeezed, a pressure just right, instantly making them erect. She moaned, and when it reached the bottom of her neck, it instantly filled her with energy and she smiled. It wasn't a happy smile; it was more of a twisted smile when somebody forces you to. Like when a monster has control of your body. Then, the goo finally covered her face, and she looked down at what she had become, and found that the monster had covered her entire body in a skin-tight black suit, which had a white spider pattern at the chest. The suit had enlarged her breast size from a B cup to at least a D cup, and she now had some huge curves, ones that she could only dream of before. She smiled, and she found out the symbiote's name was "Venom", and Venom learned that the woman's name was Mary Jane.

"We are now one, and nothing shall every separate us." Venom hissed.

Mary Jane thought that she couldn't agree more, she thought it felt so good. Instincts immediately took over her, and she shot webs and quickly climbed onto a building.

"Did you feel that power? This is what I offer you!" cried Venom.

"I accept this power, it feels so amazing!" replied Mary Jane.

Mary Jane started flitting home, and when she got home, Peter was waiting.

"Where were you? I was worried sick! Why didn't you…" Peter stopped midsentence. "So, you've now been infected now? Mary Jane, snap out of it, resist!"

"Have you felt its power? What this has to offer me?" replied Mary.

Just then, Venom decided to take over, and covered her face.

"Shut up, you insolent fool! I offered you power and happiness and you rejected me!" Venom hissed.

"You did nothing but corrupt me!" shouted Peter.

Just then, Venom decided to act and grabbed Peter. Venom swung out of the building clinging to Peter.

"Where are you taking me, bastard?" Peter yelled.

"Oh, you'll see," Venom laughed.

Just then, Venom swung into a science building.

Doctor Octopus came out, and said "So, you've come", and immediately ushered them inside. Once inside, he immediately brought a green potion and gave it to Peter.

"So, Spider, drink this and I shall let you go, defy me and see my wrath!" Venom roared.

Peter reluctantly drank it, as he saw no other way out with Doctor Octopus here as well. Immediately, his innards turned on fire, he felt as if he was going to burn alive. Then, that was the last thing he remembered. As Spiderman fell unconscious, Venom grinned evilly and asked, "What was that potion?"

Doctor Octopus said, "It was a sex change potion, my newest invention, it knocks the person out and changes everything about them in just 40 hours. I guess now we'll see if it really works."

Venom then smiled and said, "Well, I guess I'll be staying here for 40 hours."

When night fell, Venom was going to go for a night run, and decided to wreak havoc by vandalizing some buildings.

He smiled and muttered, "Mary Jane is no more, and we are now Venom."

He grinned wickedly at the thought.

With a running start, he swung out into the darkness and smiled.

He decided he was going to break some windows, knock down a couple trees and come back and terrorize the superhero some more.