Chapter 1: Encounter with Albedo

"You'll never get away with this Albedo!", Ben Tennyson shouted at his enemy, as a red weapon was aimed at him by his "white haired clone". He was lying on the ground, trying to get up after he was beaten by his enemy.

Previously, he had beaten the Galvan many times in the past, but this was different. Albedo had the upper hand. When confronting Albedo, Ben first transformed into an alien, and then through retaliation, Albedo blasted Ben with that ridiculous red weapon, reducing the power of the ultimatrix forcing Ben to transform back to human, until the green device recharged. But who knows how long that would take? Hours, days? But right now, time was not something Ben thought about. He just couldn't believe it, even with the most powerful device in the galaxy, he failed to beat of his enemies. Guess some heroes have to take a loss. But Ben could not afford to lose. The galaxy was at stake. He could not lose. He couldn't.

After getting up slightly, he looked up at Albedo. "What do you want, Albedo?"

"Like I always wanted in time before, Tennyson. I want the Ultimatrix." The white haired clone exclaimed.

"You know that isn't going to happen.." Ben replied.

"I know that. But I can make my own Ultimatrix, but I have to kill you first. And when I dispose of you, nobody will stop me" Albedo said.

"You know, Kevin and Gwen will still stop you, even when I'm dead." Ben said mockingly.

"Their powers combined aren't matched for Galvan Technology such as the Ultimatrix. I beat them before, and when I make a powerful Omnitrix, I will wipe them in nearly a second."

"Whatever, dude. Just finish me off." Ben said silently, admitting defeat. He then looked at the Ultimatrix. Come on your stupid thing, work.. he thought.

"Very well then." Albedo said with pride. "Say goodbye, Ben Tennyson." He shot the blast of the red weapon at Ben.

Ben raised his hands as sort of a self defense. And then the blast came in contact with the Ultimatrix. The green device started to malfunction and then it sent a bio energy feedback blast at Albedo sending him far back, hitting his body against a wall. But the Ultimatrix itself was enveloped in a green light along with Ben. The green light stayed for a short while, enveloping Ben too. Soon the green light was found, and neither Ben nor the Ultimatrix was ever found.

Chapter 2: Encounter with Venom

Ben woke up from being asleep for a long time. He thought the encounter with Albedo was a dream. But it wasn't. He got up to observe his surroundings.

"Hey this isn't Bellwood, or Galvan Prime. It's New York!" Ben exclaimed as he looked at the tall buildings and streets.

He then looked at the Ultrimatrix and played around with it. Suddenly, it turned from yellow to green.

"Finally, it works.." Ben muttered to himself.

"Better call Gwen or Kevin.." He thought. He continued to turn the dials.

"Gwen.. Kevin.. Can you hear me?" He talked through the device. No response.

"Looks like this isn't the New York I know.." He said. Suddenly, he heard a loud noise.

Trouble. He thought, as he ran towards the noise. When he reached there, he saw a black bulky creature smashing trashcans, scaring people.

"I got to do something. But I transform in front of all these people, my cover will be blown.." He said outlook.. But then he remembered his old universe. The World knew of his secret identity months ago.

Oh what the heck.. Ben thought.

He ran towards the black creature, appearing its destructive path.

"Ok. Ugly. You had your fun. Now leave these people alone. Before I inflict a world of pain?"

"And who are you to stop US?" The creature asked.

"I'll show you." Ben said, as he revealed his ultimatrix. "It's hero time!" He turned the dial and transformed into green alien Swampfire.

"Ok ugly breath, time to dance!" Swampfire said, as his hands glowed red.

Chapter 3: Swampfire and Echo vs. Venom

"We originally had a bone to pick with the spider. But YOU'LL DO.." Venom snarled.

"Then bring it on." Swampfire retorted.

Venom used his web to trap Swampfire. But Swampfire burned the web, and aimed his fire balls at Venom. Venom dodged nearly all of them, but specs of fire hit Venom, and it seemed to cry in pain.

Swampfire said, "So you don't like fire, huh?"

Then, Swampfire touched the ultimatrix symbol on his chest, and then Swampfire evolved into Ultimate Swampfire.

"Ultimate Swampfire! " Ultimate Swampfire shouted.

"How about this?" Ultimate Swampfire asked, as he threw lethal firebombs, which Venom couldn't avoid. They exploded in symbiote's face, and Venom still screamed.

I can use the fire at my full power, but it might burn the city. Guess I have to use another form. Ultimate Swampfire thought.

"I guess you still don't like fire or fire bombs.. but. maybe you'll like.." Then the Ultimate transformed into Echo.

"Sound!" Echo said.

Then, Echo pressed the Ultimatrix symbol, transforming into Ultimate Echo.

"Time to finish you off, Ugly." Ultimate Echo said in a mechanical voice.

Then, he threw his sonic disks at Venom, surrounding the Symbiote.

"Sonic.. ..DOOM!.." Ultimate Echo shouted, as the plates projected intense sound at the Symbiote.

The Symbiote screamed, and it was beginning to separate from its host. After the Symbiote separated, it escaped into the other parts of New York.

Then, Ultimate Echo transformed back to Echo, and then back to Ben.

"Hm. A guy? Wonder what his name is?" Ben asked, as he looked at the blond unconscious man that took the place of the black symbiotic.

"His name is Eddie Brock." A voice spoke. Ben turned around to see a man with a red and blue suit with a spider insignia looking at him. He jumped from the building, and looked at Eddie Brock.

"What are you going to do with him?" Ben asked.

"I am going to call for an ambulance and then he is going to jail." Spiderman replied.

"He is a criminal, right?" Ben asked.

Spiderman nodded, as an ambulance appeared to take Eddie Brock away. Then, the car disappeared.

Then, Ben started to leave, but then Spiderman's hand touched his shoulder.

"But first answer my question first before you leave. Who are you?" Spiderman asked.

Chapter 4: Two heroes meet

"Was is it to you?" Ben asked the masked superhero.

"Look, I am trying to make this as painful as possible. I just want to know who you are. You don't seem familiar from here."Spiderman replied.

Ben thought, that's because I am not from here…

Ben said, "My name is Ben Tennyson. I am the wielder of the Ultrix matrix, one of the most powerful weapons in the galaxy. Who are you?"

"Just your friendly neighborhood, Spiderman.." Spiderman said, as he ran into the darkness.

Spiderman? Now where have I heard that name before? Ben thought.

Then, the Ultrimatrix beeped. "Unknown Alien Life form scanned and detected. Access to alien granted Alien life form confirmed. Symbiote Species .." The Ultrimatrix spoke in Ben's voice.

"Hm.. " Ben said, turning the dials of the device to check the new form. "This seems new.. " He said, looking at his new alien form on the watch.

"Must be something to do with that black thing.. " Ben said. "Or Spiderman.."

Chapter 5:

"PARKER!" a voice bellowed from the Daily Bugle, as Peter Parker rushed into the office to see an angry man smoking a cigar.

"I told you get on time.. one of these days you are itching to get fired!" Jameson said.

"I'm sorry, Mr. Jameson. It won't happen again." Peter replied.

Then, Jonah Jameson stood silent.

"And where are those pictures of Spiderman?" Jameson asked.

"Here they are, sir." Parker said, as he gave the pictures to his boss.

Jameson observed the pictures for a while, but then threw them at Peter's face.

"NO SPIDERMAN! I WANT NEW PICTURES.." Jameson bellowed

"New pictures?"

"YES. THE OTHER DAY, A BOY WITH A STRANGE WATCH SAVED THE DAY.. BY DEFEATING THAT BLACK MONSTER BY TRANSFORMING INTO MONSTERS.." Jameson shouted. Then, the boss thought for a moment.

"THAT'S IT! I THINK I HAVE A NEW HEADLINE: BEAST BOY, SAVES THE DAY.."

"Sir, I think they were aliens.." Peter said.

"GOOD IDEA PARKER.. THE NEW OFFICAL HEADLINE WILL BE 'ALIEN BOY SAVES THE DAY.'!" Jameson exclaimed, as he made hand gestures. Peter in response shook his head..

Chapter:

At night, Ben Tennyson walked through the streets of New York, he felt the quiet and serenity. Usually he expected many cars to zoom past him, but none were found. He appreciated the peace, but he was bored. But using new alien he found might be a good idea to take away the boredom off his mind. He turned the Ultrimatrix dials, to the new Symbiote Alien.

"Let's try this out!" Ben said, as he pressed the Ultrimatrix dial down.

In the transformation, his body was covered in a black substance. His eyes were white and his pupils were gone. In the center of his chest, the Ultimatrix symbol stood, but in the background, a large spider insignia was found.

"This is so cool!" Ben said, as he observed his transformation. "Let's see what this alien can do!" He said, as he released webbing that stuck to the wall.

"Hey. This is just like Spidermonkey!" He exclaimed. "How about I try this."

He stuck to the wall and began to climb on it, like a spider itself. When he got into the top of the building, he jumped off, swinging from building to building, using the webbing the symbiote created.

"Man.. I'll never transform back!" Ben exclaimed

While Ben was enjoying the new alien, Peter was in his room, listening to his radio to find any sort of crimes in New York. He couldn't find any which gave him some relief. But then, he saw a black figure whizzing by, swinging from building to building.

Venom.. back already? I guess I have to stop him from terrorizing anyone else? Peter thought as he grabbed his red and blue jump suit and put his mask on.

"You won't be getting this time Venom.. I promise you that!" He said, as he jumped through the window.

Chapter: A misunderstanding

While Ben swinging from building to building, he was suddenly knocked by a strange figure.

He got back up to see Spiderman appearing before his eyes.

"Spiderman." Ben said. "I do not want to fight you."

"Nice try, Venom." Spiderman replied. "Kindness won't get you anywhere this time."

Spiderman charged at Ben, but Ben punched him, sending the red/blue web slinger 5 feet.

"I'm not Venom.." Ben replied calmly. "I'm Ben Tennyson."

But Spiderman didn't listen, he charged at "Venom", trying to land punches and kicks at the black suited hero. But Ben dodged the blows, and started to attack him for real. But then while fighting Ben, Spiderman was beginning to see differences in his enemy. His fighting style is different from the original Venom's, and he seems to be not bulky. Also, he doesn't seem to show any fangs or teeth. Also, that green and black circle, seems to be familiar.. who has that symbol.. Wait a minute. Spiderman thought..

"Stop!" Spiderman shouted, as his enemy stopped attacking him.

"Are you.." Spiderman asked. "Ben Tennyson?"

Ben nodded, and touched the ultimatrix symbol, turning back into human. There was no symbiote on him for now.. but just a brown haired teenager.

"Took you long to figure that out.." Ben said sarcastically.

"Well I needed to make sure you're not Venom." Spiderman replied.

"Is Venom that black monster I fought before?" Ben asked, as Spiderman nodded.

"Venom is the combination of an alien symbiote, and Eddie Brock. He has been an enemy of mine for quite a while."

"Symby whosy?" Ben asked.

"Symbiote." Spiderman corrected him. "It is an alien creature that bonds to a host, such as a human to survive."

"I see.." Ben said, scratching his chin.

"Now how did you have the symbiote?" Spiderman asked.

"The black goo.. Well my watch scanned it.." Ben mumbled.

"Your watch?" Spiderman asked.

"Yea. My watch is a device called an Ultrimatrix. It allows me to transform into many aliens, and I'm able to use their powers at ease." Ben explained

"So your watch is an alien device that scans aliens that are close to it?" Spiderman asked.

Ben replied, "Pretty much."

"Then probably when Venom came close, your Ultrimatrix, scanned him, allowing you to harness the Symbiote's power."

"That is correct.." Ben said.

"But beware Ben.." Spiderman warned. "The Symbiote is dangerous. It will change you, turning you into someone that you don't want to be". Then, Spiderman disappeared.

"Ok?" Ben said, as he looked at his watch.

Are you really dangerous symbiote? . Hey I found a name for you! I'll call you Symbiote! He thought as he looked at his alien watch.

Meanwhile in the New York, Eddie Brock rotted in prison. He lamented on how close he was to provoking Spiderman. But something came on his mind. It's wasn't that blasted spiderman or that jerk Peter Parker. It was that kid. How dare he come in his away, and stop him! Not only that but that brat took away "the other", his symbiote from him. But now matter. The symbiote would come to him.. and soon he will have his revenge.. on the Spider and Ben Tennyson.

Chapter: A nightmare, or a realization?

Ben after that night, decided to sleep somewhere. It was getting late, and he needed his sleep for another day. He went to a hotel, and rented a room with the money in his wallet. Good thing he didn't spend all of it on Smoothies! He immediately fell on the bed, dozing off into a deep slumber.

Then the ultimatrix dial started to turn a bright green, but Ben was fast asleep to notice it. In his dream, he was floating in his subconscious. Then, he saw a black substance come closer and closer towards him. It manifested itself into the Symbiote, the Alien Ben turned into when he fought Spiderman.

Hello Ben Tennyson. The Symbiote greeted in a deep voice.

"Who are you?" Ben asked.

I? I am an extraresstrial creature known as a symbiote. I seek to bond with a host in order to survive.

"But the Ultrimatrix scanned you. You're just a reflection of me." Ben said as he backed away.

While It is true, that your watch did scan me, I am a living sentient creature just like you, Ben Tennyson. The symbiote responded.

"But what do you want with me? I mean why am I a perfect host?" Ben asked.

Well overlooking you memories, I found out that you had a lot of experience with fighting by transforming into your aliens, and because of this, you would be a perfect host to bond with. The symbiote said.

"You're not going to control me, right? Like take over my body and stuff. Spiderman said.. " Ben started.

No. I would do no such thing. And Spiderman lied. He was originally my host. But he rejected the power I offered him. The Symbiote replied

Then, Ben stood silent.

I know that feeling. You are scared of me.. You think I would be like Ghost Freak and escape this watch for my own freedom or take over you to gain power. But that is not the case. I need you like you need me.. The symbiote said.

"How do you know about Ghostfreak?" Ben asked.

I have access to your mind, your memories. The symbiote said.

"May I call you Symbiote?" Ben suddenly asked.

Yes. Symbiote sounds like a perfect name for me. The symbiote said.

"Symbiote, I won't leave you.. and you can't leave me either. You are a part of me now.. my reflection.. and I won't let you go.." Ben said.

Hm.. that sounds agreeable, Ben Tennyson. Very well.. if you are willing to uphold your end of the bargain, I will uphold mine.. Symbiote said, reaching out a hand.

"What are you doing?" Ben asked.

Take my hand. Symbiote said. I will truly show you how to use my power.

Ben nodded, as he took the Symbiote's gooey hand. Suddenly, the Symbiote's black covering enveloped Ben covering his body and face.

Back in reality, Ben woke up. He saw himself, through the reflection of the building. He was hanging upside down, with the symbiote Suit on him.

"What? Why am I doing here?" Ben asked.

We are here to start your training. The symbiote spoke in Ben's mind.

"Okay. What do I do first?" Ben asked.

Swing to that building. The symbiote ordered.

Ben did as it told. He swung to the nearby building, using the webbing created by the symbiote.

Now climb down by using the wall..

"With pleasure." Ben said, as he climbed down the wall like he was a spider. His body stuck to it, like it was an adhesive substance.

"This is fun!" Ben exclaimed.

Good.. but now you must rest.. you might need it for tomorrow. The symbiote suggested, and Ben nodded.

He leaped off the wall to the ground, and pressed the Ultrimatrix on his chest, to transform back into his human form.

"I really need some..sleeep.." Ben said, as he started to yawn. A big day was ahead for our young hero. He couldn't just miss it..

Chapter: Tennyson and Parker meet

Peter Parker got up early in the hotel, and looked at the sky. Everything seemed peaceful. But first, he needed to put on his green jacket.

"Hey where's my jacket?" Ben asked "I swear I put it somewhere last night."

He kept on searching and searching. Finally, he gave up.

"I give up.. this is pointless.. I guess I have to go without it.. and.." He stopped to look at something familiar. It was his jacket. But something was different about it. In the place of the green, there was the black color that resembled the symbiote suit. But the stripes and the white number 10 still stayed, on the hero's clothing. Ben stood silent. He wasn't shocked or angry. Instead he was impressed.

"Hm.. who did this?" Ben asked. "Was it the symbiote?"

Do you like it? The Symbiote voice rang in Ben's mind.

Symbiote? What are you doing here? I thought you were trapped in the Ultimatrix. Ben thought

Yes I am trapped. But I sort of overpowered your watch's control over me.. I can communicate with you through your mind.

Did you do this to my suit? Ben thought

Yes I did. I took control of your watch for a while, and changed your clothing a bit.

Ben thought for a while. Well I guess Black is the new green. Then, Ben put on his black jacket, and walked outside.

As he walked, he heard people walking in multiple directions. If he wasn't careful, he could bump into a man or lady. And probably as a reward, he could get a nasty thump on the head, or a push, a shove. That is how is it, in a city like New York. It's not Bellwood, and would never be.. Ben knew that for sure.

When he was walking he saw a large building. The letters on the building read, "Empire State University".

Hm.. If I am going to start to blend in, I'm going have to first go to school. Ben thought as he scratched his chin. But the thought of school left him groaning as he started to enter. When he passed through the door of ESU, he immediately encountered a tall woman who claimed to be a fellow teacher monitoring the hallways. She escorted him to the main office to register as a new freshman. After a brief discussion with the principal, Peter went to his first class, which was Physics, the misery to his life. At Bellwood, the best he could ever get was a B, but other than that, he got C's. He just wasn't ready for school.. his potential was more into fighting aliens and becoming a hero. When he entered the doors of the Physic room. He saw the students and the teacher who seemed to be in his mid-20.

"Ah. Here he is. Well class, here is our new student, Mr. Ben Tennyson." Dr. Connors, the teacher spoke. "Please Introduce yourself, my Tennyson."

"Hello. My name is Ben Tennyson" Ben said softly, but the class stared at him. There was utter silence for a short time. But the silenced was eclipsed by Flash Thomas's bombastic voice.

"HEY ANOTHER NERD! PARKER I GUESS YOU AREN'T THE BIGGEST LOSER AFTER ALL.." Flash echoed.

"Be quiet Mr. Thomson!" Conners shouted. "I am sure you don't want another detention, and a call to your parents I presume."

"Yes, Mr. Conners.." Flash muttered, as he shut his mouth.

"As I was so rudely interrupted by Mr. Thomson, I am sure Ben would make a good contribution to the class. Right Mr. Tennyson?" He asked the hero.

Ben smiled a bit, and nodded.

"Now please take a seat next to Mr. Parker, Ms. Watson, and Mr. Osborn." Mr. Conners said, as he pointed to the seat next to the red head teenager, and the two brown haired men sitting beside her.

Ben went to sit, next to them, but Peter has his eyes focused on Ben. He seems to be the guy I met earlier. Peter thought as he looked at his watch. But his jacket is different.. Black? Was it the symbiote?

"Um dude. Why are you looking at me that way?"Ben asked, as he noticed Peter staring at him.

"I was just wondering if you could join us for lunch, if you're not busy.." Peter replied.

"Um, sure." Ben said, as he looked at the two people beside Peter.

"My name is Mary Jane Watson.. But you can me MJ." Mary Jane greeted as she shook Ben's hand. "That is Harry, and you already met Pete."

"Ben Tennyson. A pleasure." Ben replied, as he was also shaking Harry's and Peter's hands.

"AH HEM!" A voice bellowed interrupted the four.

"Ms. Watson, Mr. Osborn, and Mr. Parker, I appreciate your willingness to become friends with Mr. Tennyson. But for the sake of the class, and will you please converse outside the classroom?" Dr. Conners asked.

"Yes. Sir." MJ, Harry, and Peter replied, as they focused their eyes on the teacher.

Chapter:

When class was done, Harry, MJ, Peter, and Ben all sat down for lunch.

"So Ben, where are you from?" Harry asked.

"Bellwood" Ben answered as he was chewing his hamburger.

"In Pennsylvania?" MJasked.

Ben nodded.

"Must be a long way to come here, even though the states are close on the map. Did you transfer?" the red head asked.

"Um.. yeah.." Ben hesitated, looking for Peter to help him out.

Peter interjected, "Actually MJ, Ben is my cousin."

This drew the attention of Harry and MJ.

"Tiger, I didn't know you had a cousin." MJ said.

"Yeah, man. Why didn't you tell us sooner?" Harry asked.

"I dunno.. it wasn't important at the time." Peter replied.

"Sorry to break the interruption, guys." Ben interrupted pointingat his drink. "But is there a smoothie shop in New York. I don't like the universities drinks.."

The other three (Harry, Peter, MJ) laughted in unison.

"Ben buddy." Harry said. "There are like 100 smoothie shops in NY".

Then, Ben's face bulged. "100 SMOOTHIE SHOPS?"

Harry nodded, and Ben fainted.

MJ and Peter just chuckled, as Ben was regaining his composure.

Back in prison at night, Eddie Brock continually waited and waiting for the symbiote. It was like his life, the one that held him together. It was all that Eddie had. And it was taken from him.. by that idiot Ben Tennyson. How he would attack him if only he could get his bare hands on his neck. But back to reality, Eddie was used to the food, and the noise of the jail cells.. but today was a very unusual day. He heard complete silence in the jail cells. He listened more to find out what was going on. He saw a woman dressed in clad black, approaching the guards. The guards, pointed to Brock, and the woman came closer. Brock's jail cell opened and the women came closer to Brock.

When the woman touched the blond haired man, she fainted, as Brock was engulfed in a black gooey substance. In the place of Eddie Brock stood Venom, and as for the women, she was knocked cold, and naked.

"YES, WE ARE ONE AGAIN.. " Venom bellowed, as a police guard tried to call for backup

"Brock is escaping.. call backup.." The police guard spoke in his mic.

"NO..NO NO NO. WE WON'T LET YOU DO THAT.." Venom spoke as he grabbed the guard, and threw him back.

Then, he destroyed the penetrable rock wall of the jail escaping into the dark sky.

Chapter: Identities revealed., the bond of two heroes.

The next day, of school, Peter, met up with Ben at lunch. He stopped him from meeting Harry, and MJ.

"Ben I have to tell you something." Peter said, to Ben.

"Okay?" Ben said, not knowing what the heck Parker was talking about.

"I know your secret." Parker declared.

Then, Ben's eyes widen. "My secret?"

"Yes." Peter said. "I know about your watch, and your aliens.."

Ben backed away, "How.. how did you know?"

"Because.." Peter said, as he was going to reveal his identity as Spiderman. He swore not to reveal it to anyone, but now was a good time to reveal it to another hero.

"Because?" Ben asked.

"Because" Peter spoke softly. "I am Spiderman."

Ben's eyes immediately widened, "No way.. that is so cool!" He exclaimed. But Peter tried to shut his mouth.

"You're not mad?" Peter asked.

"I'm not mad.. just very surprised. Come to think of it.. it does make sense that you are Spiderman. You are like him in any way." Ben said.

"Like what?" Peter asked.

"Well for one thing, your tone of voice is very similar to his. Secondly, your both have tastes in styles that make you two look awkward.." Ben said.

"Okay.." Peter spoke as he chuckled, to the clothes joke about him.

"So we both know each other's secrets. " Ben said. "But hey! We can fight baddies together! It'll be like a superhero duo!" Ben exclaimed, as he made weird hand gestures.

Peter chuckled.

"Well Alien boy, how about we start Saturday?" Peter asked, holding his hand to Ben.

"That's sound good, Insect boy." Ben answered as he shook Peter's hand. "Saturday it is."

Meanwhile, in the dark night, Venom crawled from building to building. The eagerness to destroy the spider and the alien boy was almost consuming him. But he had to be a little bit cautious. He couldn't go alone. The two could dominate him, and he could lose his symbiote again.

"We need a partner." Venom spoke, as he looked at the buildings in front of him.

Finding a partner to defeat the two was the best solution, however the question was, who would be the ideal partner? Male partners? No. They could get in the way, of his plan, by becoming the "boss" of the operation. Female partners? Yes. They were more servile, and less dominant. Ann Weiying, Eddie Brock's ex-wife? No. she was long dead.. she committed suicide. No.

What Venom truly needed was someone close to the Spider. So easily to manipulate, that destroying his enemies would be a piece of cake. But who would be the ideal female. Venom thought for a while, by examining his memories. But then, he thought of Mary Jane Watson, Peter's love interest.

"Yes.. We will use the power of the symbiote to take over Mary Jane Watson and turn her against the Spiderman. Afterwards, we will destroy that alien kid!" Venom gloated.

After gloating, Venom snuck behind Mary Jane's apartment, and dropped a black substance. The black substance crawled behind the bed of Mary Jane Watson, waiting for the chance to bond with a new host.

Venom observed the motion of the black substance.. Just watch Spideman.. your girlfriend.. is going to be your biggest enemy.

Chapter: Crime fighting

It was Saturday for Ben and Peter. No school. No distractions. Although homework was still a problem, it was a little one, as the two completed the work in less time.

Anyway, back in Peter' apartment, they heard on the radio that Dr. Octopus escaped from jail.

Peter immediately put on his spider costume, and Ben turned into Jetray, who flied out the window.

"Need a jump start?" Jetray asked, and Spiderman nodded.

"Jump towards me." Jetray ordered, as Spiderman jumped at him.

Jet Ray used his tail to grab Spiderman's hand, and with some strength, he pushed the web slinger in the air.

Spiderman felt the breeze of the air as he jumped, and as he fell down, he swung to the nearest building.

"So where is this 'Dr. Octopus'?" Jet Ray asked, as he flew.

"He is right there." Spiderman answered as he saw a man with four mechanical arms working on a weird machine.

"Ha..ha.. WITH THIS NEW MACHINE.. I CAN HARNESS ALL THE NUCLEAR ENERGY AS A WEAPON TO TAKE OVER THE WORLD..!" Dr. Octopus roared.

"Not if we can help it!" Jetray answered, as he and Spiderman arrived in the scene.

"Ah.. Spiderman and." Dr. Octopus paused to look at Jetray. "Companion. Your timing is impeccable. But timing isn't enough to foil my plans of ruling the world."

"Doctor. Please turn off the weapon, like a good little genius, and surrender. We don't want to kick your butt…" Spiderman spoke.

"You know that won't happen, Spiderman." Dr. Octopus answered.

"Well then. Get ready for a world of kicking your butt… It's hero time." Jetray spoke, as he transformed into Rath, the orange tiger like alien.

"Let me tell you something, Doctor Octoman. We are ready hurt you no matter what." Rath said immaturely as he tried to rip the Doctor's four mechanical arms. He ripped two, but the other two grabbed the tiger and threw him down.

"Okay, Doctor Octoman, you made Rath mad." Rath said angrily, as he raced towards the Doctor.

"Okay, you orange feline. Eat this." The Doctor said, as he used his two mechanical arms to throw rock and rubble at Rath.

However, Rath as strong as he is, broke through the rock, and ripped the Doctor's mechanical arms.

"Okay. Let me tell you this, Mr. Octopus. You are finished." Rath said.

"Not quite." The doctor grinned as he looked at the machine.

"No! The Machine!" Spiderman shouted.

"NUCLEAR PARTICLES ABSORBED.. READY TO FIRE IN T MINUS 10 SECONDS.." The machine announced its evil plans for a recipe for doom.

"Don't worry, Spider dude. Rath got this." Rath said, as he transformed into a black and green Creature.

"Upgrade." Upgrade said, as he spoke in Ben's voice.

After upgraded transformed, there was 5 more seconds before the weapon fired. Without haste, Upgrade merged with the weapon, and aimed its laser at a different target: the sun.

The "Upgraded" weapon fired the laser at the sun, which wasn't at all affected by the almighty power of Octopus's weapon. Once the weapon was fired, Upgraded, detached from the weapon, and transformed into a tiny alien called Grey Matter. Grey Mattered latched his tiny body on the weapon and started to press buttons that seemed to make the weapon absolute.

"Thanks to my great intellect, the weapon is not a threat to anyone now.." Greymatter said finally.

Then, he transformed back into Ben. He looked at Spiderman with a smile, as Doctor Octupus tried to escape. But then the police caught to him while he was in jail.

The day was good for the two heroes, but a bigger enemy awaits them..

In the night, a mysterious figure seemed to distrupt the serenity of the city. It flipped cars, destroyed cans, and even beating up local civilians. When the police arrived to confront the mysterious figure, however, they saw a female like body, clad in black staring at them, with its deadly eyes. Worse of all the figure had fangs, and a spider like insignia on it.

"It's Venom. Shoot now!" The police leader screamed, at the police started to shoot at the black figure. But it climbed onto a wall, and escaped, leaving behind traces of blood.

Chapter 7 : Chilling with Friends

It was Sunday. The day after Saturday, the day of Octopus's crime. Peter and Ben were in Peter's room starting to have a friendly conversation.

"So Ben, I was wondering if you would stay with my Aunt May and me, instead of that hotel."

"Yeah, my money is running out. I think staying over at your place would be a good idea."

"Sounds good." Peter smiled. "But first, I have to introduce you to my aunt, before she can let you stay."

"Ok." Ben said, as the two went downstairs, to see an old woman watching TV, while drinking tea, and eating cookies.

"Aunt May." Peter said, as the old woman shut of the TV, at the sound of his voice, and turned around.

"Yes, Peter?" she asked. Then, she looked at Ben. "And who is this young man?"

"Aunt May, I would like to introduce you my friend. Ben." Peter said as he looked at his friend, who came forwards and introduced himself.

"Benjamin Kirby Tennyson, ma'am." Ben said as he shook Aunt May's hand.

"Hello Ben. My name is May Parker. I am Peter's Aunt but please feel free to call me Aunt May." Aunt May spoke softly, as she introduced herself as well.

"Aunt May, we were wondering if Ben could stay here for a while." Peter said.

"That sounds like a wonderful idea, Peter!" Aunt May rejoiced as she clapped her hands.

"Are you sure about that, Mrs. Parker. I mean Aunt May?" Ben said. "I may be a burden once and a while.."

"Oh don't talk like that young man. You are welcome to stay as long as you like." Aunt May said.

"And aunt May, we are going to see MJ and Harry, is that alright?"

"Sure, Peter. Just make sure you too return before the sun sets." Aunt May said, but before she knew it the two were gone.

Ben and Peter were walking on the streets of New York. The breeze was nice, and but the crowd was too much.

"So where are we going?" Ben asked.

"We are going to Harry's house." Peter answered. "Trust me, you'll love it."

They walked and they walked, crossing streets, and roads. Before they knew it, they were standing before a large building.

"This is Harry's house." Peter said.

"THAT BUILDING? HARRY OWNS AN ENTRIRE BUILDING!?" Ben exclaimed.

Peter grinned, and nodded.

"Let's go inside! I want to check everything out!" Ben shouted, as he rushed thought the rotating door.

"Hey wait for me!" Peter shouted, as he went through the door after Ben.

Inside the building, an elevator was seen along with two guards defending it.

"Name?" The guards asked.

"Peter Parker, and Ben Tennyson. We are Harry Osborn's friends.." Peter said.

The Guards looked at each other and back at the two teens.

"Right this way." One of the guards said, as he pointed to the elevator, and pressed a button that opened the elevator.

Peter and Ben got inside the elevator, which closed behind them, and led to Harry's Room.

Inside there was a large kitchen table, a large couch, a ping pong table, even a pool table. Everything a fella could ever ask for, was all there in Harry's room.

"Hey, Pete! Ben!" Harry shouted, as he held a martini in his hand. "Welcome to my house."

"It's amazing!" Ben said.

"Hey Tiger" MJ said, as she walked towards Peter. Then, she looked at Ben, "Hey Ben."

"Hello MJ." Ben replied.

Then, Peter noticed something different about MJ's shirt. It was dark black instead of its usual light colors. First Ben is wearing black, and now MJ? What will come next.. Harry wearing black? Peter thought.

"Ben can I talk to you in private?" Peter asked Ben, who nodded immediately to his question.

"Ben, have you noticed something different, about MJ?" Peter whispered.

"Well no.. other than her black clothes." Ben replied.

"That's the point. She used to not wear black clothes." Peter said.

"Maybe she wanted to change her style a bit." Ben suggested

"No. I doubt it. Something is not right here.."

"Dude you are being paranoid."

"I'm serious Ben. Something doesn't smell in order. I mean for the past week, there was still destruction, even after Brock had been arrested."

"Maybe it was the work of another villain?"

"Well I think it is the Venom Symbiote. It probably has bonded with a new host."

"And you think that host is MJ?"

"Most likely."

"Dude, just relax for a bit." Ben said, placing a hand on Peter's shoulder.

"Yeah. I guess your right." Peter replied, as he calmed down to converse with Harry, and MJ along with Peter.

Chapter 8: Becoming a deadly foe

When MJ was sleeping at night, a large black figure entered through her window. She opened her eyes, to see who it was, but was astonished by the appearance of her friend's archrival.

"Venom! What are you doing here?" She asked.

"Mary Jane, are you always surprised when Parker comes in like this?"

"Well no. Because his appearance is not as ugly unlike yours."

"We'll try to ignore that comment. Anyway, we came here to tell you the truth."

"What truth?" MJ asked.

"The truth about Peter Parker and Ben Tennyson."

"What about them?" MJ asked.

"Well for one. Peter Parker is Spiderman" Venom said..

"I already know that. He told me already, in case you observed, Venom."

"Well did you know about the time he cheated on you by using Gwen Stacy?"

"Yes. I saw them at a bar once. Peter broke my heart. But now we are friends now.."

"No, he purposely wanted to break your heart. He liked Gwen more than you." Venom said.

"He was in under control by that black suit.. he truly loves me." MJ said.

"Want to see for yourself?" Venom asked, holding a black substance. "Just bond with the other and it will tell you what you need to know."

MJ nodded at looked at the Black substance. Suddenly, the black substance started to bond with her. She didn't struggle, just trying to concentrate and open her mind to the symbiote. Then, the symbiote showed her a nasty memory.

"MJ is a bitch and a whore. I never want to see her again." Peter said, as he put his costume away.

"Instead, I love Gwen Stacy. She is much smarter than that dumb red head. She could even be more beautiful." Peter stated. "I wish I paid more attention to her rather than that dirty Mary Jane."

Then the memory closed again. When MJ awoke, she saw her body covered by the black symbiote.

"He said those things about me.." She said.

"Yes, he did that to hurt you deliberately." Venom replied. "You see, Parker didn't like you from the start. He pretended to like you, because you were Osborn's friend."

Mary Jane was truly upset and mad. How could Peter ever do this to her?

But then she was silent. She asked Venom a question.

"But what about Ben?"

"Tennyson. He used you as a cover for his hero identity."

"But how is he a superhero? Does he have any superpower?"

"Did you ever stop to look at his watch, and what he does with it? He uses it to transform into many creatures." Venom replied.

Now MJ was broke to pieces. Two of her friends betrayed her. And now she is going to make them pay.

The symbiote enveloped MJ's face. She was the new She Venom.

"How do you like the power, Mary Jane?" Venom asked.

"It's wonderful. But please.. call us.. SHE VENOM for now on.." She venom replied, as she looked into the night.

Chapter 9: Ben vs MJ

It was Monday morning. Classes started, and Ben, MJ, Harry and Peter sat in their seats. However, after the classes, MJ tried to avoid Peter and Ben as much as possible by sitting in a different lunch table.

"What' s her problem?" Harry asked.

But Ben and Peter had a puzzled up look on their faces. What was up with MJ?

After school, Peter and Ben were in Peter's room talking about how to beat baddies, and the stress of school. Suddenly, Mary Jane came in with a serious look.

"Hey MJ..why did you avoid us in lunch?" Ben asked.

"Yeah. You were sitting in a different table." Peter added. "What's the matter?"

Then, MJ stood silent. "The matter? What's the matter?! I'll tell you what the matter is!" MJ screamed.

"You broke my heart Peter." MJ said to Peter. "And you used me Ben."

Then, Ben and Peter were shocked.

"I didn't break your heart, and Ben didn't use you.." Peter said. "You're misunderstanding."

"No. I'm not. I saw the truth." MJ said.

"Is that how it is?" Ben asked coldly. "You would turn against your two friends who did absolutely nothing wrong to you."

"Lies!" MJ screamed. "You both did something to me..and We will make sure you two pay for that." MJ spoke as the symbiote covered her.

"The Symbiote!" Ben and Peter shouted out loud in unison.

Then, She venom delivered a kick that hit both Ben and Peter. Peter was unconscious for a while, but then Ben got up.

"Oh no you don't…" Ben said, as he pressed the dials on the Ultimatrix to transform into Big Chill.

Big Chill phased through the building, and faced She Venom.

"MJ, since you were cold to us, how about I be "cold" to you?" Big Chill spoke as he phased through she venom freezing her.

Unfortunately, she Venom broke through the ice with her claws.

"What? You should be frozen." Big Chill said.

"It will take more than that to defeat us.." She venom replied.

"Okay. How about this?" Big Chill said, as he transformed into Ultimate Big Chill, the red necrofriggan.

"How do you like the ice now, MJ? It's so cold. It burns."

"That's just an expression." She venom answered.

"Allow me to demonstrate." Ultimate Big Chill said, as he emitted plasma energy at She Venom.

She Venom dodged the attack, and threw a web at the red Necrofriggan.

Ultimate Big Chill in retaliation transformed into ghost freak, a ghost like alien.

"Your mind needs to be cleared up. Allow me to help you." Ghostfreak spoke, as he tried to possess MJ's mind.

"Get away from our mind!" She Venom said, as she exhaled Ghostfreak from her mind.

Ghost Freak transformed into Lodestar, an alien with a floating head.

"Now MJ, this is going to hurt you more than it's going to hurt me." Lodestar said. "Well it's going to hurt you anyway." He used his powers to magnetize a metal crate that was nearby, and hurl it towards She Venom.

She Venom caught the metal crate, but then she threw it back at Lodestar who was slow to react. As a result, he transformed back into Ben.

Then, She Venom walked closer to Ben was on his back looking up. The symbiote mask started to deform, revealing MJ's face.

"I'm sorry Ben. But this is what you get for hurting me.. And for becoming a hindrance to Venom's plans." MJ spoke, and then she looked at the Ultimatrix.

"And I will take that watch, so you won't help Peter." MJ grinned, as she reached for Ben's Ultimatrix, but when MJ tried to take it off, the Watch gave an bio energy feedback attack, sending her 30 feet in the air.

"Arg." MJ snarled, as the Symbiote started to cover her face. "You got lucky this time, Ben Tennyson. But next time, things will be different." She venom escaped, as Ben slowly looked at her

"No.. MJ.. Don't go.." Ben said his last words, before going in a deep unconscious sleep.

Chapter 9: Finding MJ

Ben woke up to see himself in Peter's room. It was night, and Ben knew he slept for many hours. He just wanted to see MJ again.. to bring her back to Peter and him.

"You're awake." Peter said, as he walked towards Ben.

"Pete, I'm sorry." Ben spoke silently. "She got away."

"It wasn't your fault." Ben replied. "MJ is just too tricky and deceptive with the symbiote."

"But how will we find her?" Ben asked. "She got away."

"Well first we find Brock's whereabouts. Consumed by the symbiote, MJ will follow Brock, because he was the one who gave her the symbiote in the first place." Peter explained. "If we find Brock, we'll find MJ."

"Great! So let's start searching then!" Ben exclaimed.

"The problem is that when Brock does something malicious, he leaves a note for me, asking me to meet at a certain area to fight. In the mourning today, I was expecting one in my refrigerator or in any part of my house. But no avail, there wasn't any."

"Wait a min." Ben interrupted. "How about we check MJ's apartment. There may be some clues that might help us."

Peter nodded. "You're right. Let's get searching."

So our two heroes left to reach MJ's apartment. When they got to her room however, it was messy as always. Still no MJ.

"Damn. She's not there!" Peter shouted, kicking the clothes.

"Wait Peter. Let's figure out what happened before." Ben said.

"And how are we supposed to do that?" Peter asked.

Ben grinned. "I have an alien that can time travel. We'll find out the events before, and how MJ got the symbiote."

"Sounds like a plan." Peter said, as Ben transformed into a gold machine like alien called Clockwork.

Clockwork concentrated and rotated the key like protrusion on his head, Clockwork projected the events that happened before in MJ's room, specifically when Venom snuck in and how MJ became She Venom.

Then Clockwork stopped and transformed back into Ben.

"So Brock seduced MJ to give her the symbiote. Typical Eddie." Peter said.

"Yep. And he escaped through the window." Ben added.

"But still.." Peter said, shaking his head. "How can we find him? There are like a billion different buildings in New York, he could be hiding in."

"Don't worry, dude." Ben said, as he looked at his watch. "I think I know the perfect guy to solve this case." Within a moment not to be spared, Ben transformed into an orange dog like creature called Wildmutt. Then, the dog like creature transformed into an ultimate version of itself, Ultimate Wildmutt.

Then, Ultimate Wildmutt started to sniff around MJ's room. Then he turned his head towards Peter.

"I found him.." Ultimate Wildmutt spoke.

"You talk?" Peter asked.

"Yes. My ultimate form grants me more abilities than my normal form." The purple canine replied.

"Now suit up. We have work to do." Ultimate Wildmutt ordered Peter, who agreed they should find Brock as soon as possible.

Chapter 10: the chase continues

Ultimate Wildmutt and Spiderman patrolled the town searching for Brock. Spiderman walked behind the purple canine creature who was sniffing to follow a trail that led to Brock's whereabouts.

"Here.. Doggie Doggie.. Fetching Brockie." Spiderman joked.

"If I was human, I would totally kill you.." Ultimate Wildmutt replied..

"Ha..ha.." Spiderman laughed.

Soon the two came across a tall building.

"Is this the one, Ben?" Spiderman asked.

Then, Wildmutt transformed back to Ben.

"Positive." Ben replied.

Then, Spiderman tried to open the door, but the knob of the door didn't turn. It was stuck.

"Hm.." Ben said. "How about you find a way in from the outside of the building. I'll try to find a way in myself."

"Ok." Spiderman replied, as he crawled away.

Ben on the other hand, knew of a way to get in. He transformed into Four Arms who tried to destroy the door with full force. But with no avail, the door didn't budge. It was made of hard metal. Suddenly, the 4 armed tetramand transformed into an armadillo like Alien.

"Let's see if I can penetrate the wall now." Armadrillo said, as he pierced the door with his sharp arms. Suddenly, the broke, and opened a way for Armadrillo to enter.

Then, Armadrillo transformed back into Ben. But then when Ben transformed two guards saw him.

"An Intruder!" The first guard exclaimed.

"Get him!" The other shouted

Then, without haste, Ben transformed into ChamAlien, a lizard like alien with the ability to turn "invisible" through camouflage. When the guards ran at him, ChamAlien activated his power becoming invisible to the guards, and with this, he walked past them with ease.

When ChamAlien reached the end of the door, Spiderman sprung in within 5 minutes after.

"Took you long enough. I thought you would be there, with your spider powers. I had to face these two guards, and break this hard door." ChamAlien said.

"Well excuse me, for not having the power to transform into Aliens. It took me long to find the right opening." Spiderman replied.

"Forget about this." ChamAlien said, as he transformed back to Ben.

"Let's just end this." Ben said finally.

"Agreed." Spiderman said, as he started to open the door. Surprisingly it opened immediately. Ben and Spiderman saw the two black figures staring at him.

"Ah.. Spiderman and Ben Tennyson.. how glad of you to join us.." Venom joked.

"It's time to end this, Venom." Spiderman.

"You won't get away with this Brock.." Ben said. "I'll make sure you rot in that prison till the end of time.."

"Overconfident and cocky. Just like the Spider, Tennyson.." She Venom said. "We never knew from the start you had an ego."

"Well." Ben said. "You just got to know some people better.."

Then Spiderman whispered to Ben. "You take care of Venom. I'll take MJ."

Ben nodded. "Ok Venom. Time to fight. It's hero time!" He pressed the dial, and a flash of green light engulfed Ben Tennyson. In the place of our hero, stood Echo Echo who transformed into his ultimate form, Ultimate Echo Echo.

Chapter: The brawl

"You transform into THAT?" Venom asked. "How stupid do you think we are?" Venom asked.

"Well you are stupid for underestimating me. But that's not the point." Ultimate Echo Echo spoke, as he threw his sonic disks at Venom.

"Sonic.. DOOM!" Ultimate Echo screamed, as the sonic disks emitted sound waves. But Venom quickly picked a garbage can lid, and defended himself with it. When the sonic waves hit the can, they deflected back and hit Ultimate Echo, making him fall to the ground.

"Lucky shot. But it didn't even hurt.." Ultimate Echo spoke, as he transformed into NRG.

"Hey Ve-nom." NRG spoke in a Russian accent. "I got something for you…"

"What?" Venom shouted.

"This." NRG said, as he emitted a high radiation beam, which hit the symbiotic villain. Venom screamed, but continued to step closer to NRG.

" .." NRG said, and then Venom hit the metal armor that NRG had. He fell and then he transformed into Diamondhead getting up after being repressed.

"Eat Diamonds, Venom head." Diamond head said, as he threw sharp diamond shards at Venom.

Meanwhile, Spiderman was fighting She Venom. In the fight, Spiderman was not fighting as much as he used to. The reason for this was not because his villain was female, but because his villain was actually his friend, the one he cared about and loved. He tried to coax MJ to get rid of it, but she wouldn't listen to him.

"MJ, take it off." Spiderman said. "It's bad for you.."

"No.. the Symbiote gave me power.. I'm not going to give it up, especially to you Parker." She venom argued.

"It'll consume you." Spiderman said. "I know the power feels good, but eventually you'll lose everything, if you continue to use it. Trust me, MJ "

"Trust you? Never. We already gave you our trust long time ago, and you, and Tennyson broke it."

"How did we break your trust?" Spiderman asked.

"The symbiote told me the truth. About how you hated me, and how Ben used me."

"The symbiote is feeding you lies. Mary Jane, open your eyes." Spiderman said to his "enemy."

"My eyes are already open. And there is no Mary Jane now.." She venom said, as she started to run towards Spiderman. "There is SHE VENOM!"

Spiderman tried to dodge She Venom's attack, but she managed to scratch his suit. On Spiderman's body, there were scratch marks covered with blood.

Meanwhile, Diamond head was fighting Venom. He tried to land a few punches but he only got in return a barrage of nasty kicks.

"That's it!" Diamond head, said, as he transformed into Humungousaur, a giant dinosaur alien. He pressed the ultimatrix symbol on his chest, to transform into its evolved green form, Ultimate Humungousaur.

"Let's see how you like dealing with real force." The green alien spoke, as he charged at Venom.

He pushed Venom 30 feet away as he was running.

"You're screwed, Brock" Ultimate Humungousaur grinned.

"Are we the only one that is screwed?" Venom spoke, as he made Humungousaur look back. She Venom was totally beating up Spiderman. How is this possible? Wasn't Spiderman the hero that always the winner? Or had he gone soft on She Venom because she was MJ?

When the dinosaur looked back, Venom saw it as an opportunity to strike back. He punched the Green Dinosaur, as it was looking at the defeat of Spiderman. Then, he kicked him, and as a result, the dinosaur fell to the ground, who transformed back to Ben. Venom picked Ben by the collar, and threw him back.

Ben Tennyson just laid in defeat, after being thrown back. He was shocked to what he was seeing.

She Venom tied Spiderman through her webbing, and Spiderman resist. She drew out a metal bar, and hit Spiderman continuously. Eventually the bar ripped the mask , revealing a Peter Parker coughing up blood.

"Stop.. MJ.. please.." He pleaded.

But She Venom didn't listen. She removed the webbing, and picked him up and threw him to the edge of the building. Then, she went closer to Spiderman and knelt down. Her Symbiote mask that showed her disgusting mouth and long tongue, the manifestation of the alien creature itself, removed itself from MJ, revealing her face.

"Peter, I'm sorry.. But you broke my heart, and it is fair you die.." MJ said softly, as the symbiote mask started to cover her face. She Venom picked Peter up, and threw out the edge of the building.

Then, Venom rejoiced. "YES.. OUR ENEMIES HAVE BEEN DEFEATED.. NO CAN STOP US NOW.."

Ben, while he was down, didn't look at Venom or She Venom. He just thought about the stuff that just happened. His friend died, and he lost a battle in which he could have won. He had the power.. but why didn't he use it. The question kept on hitting his brain. He felt the anguish and pain. The tears welled up in his eyes. Peter.. I'm so sorry.. He whispered.

Then, the anguish Ben had, turned into Anger. He wanted to kill them so badly. Then, a familiar voice rang in his head.

Ben

Symbiote? Ben thought.

Now is the time to use what we have learned. Use your power to kill them.. Make them suffer.. Avenge the Spider.. Avenge your friend.. The symbiote spoke

I can't.. killing is just wrong.. Ben replied.

If you don't kill them, they will kill others.. making you responsible for even more deaths. Does that make you a hero?

No. Ben replied in his head.

Then do what is right. Kill them.

Ben did as the Symbiote dictated. He got up, grabbing the attention of Venom.

"Hasn't anyone told to stay down?" Venom asked.

Ben chuckled. "Well frankly, no one taught me that."

"Then, allow us to be your teachers." Venom said.

"You wouldn't make a good teacher, Venom." Ben joked.

"Now it's our turn now." Ben said, switching the dials of his watch. "Prepare to learn the rules of pain.."

Then, he transformed, and an a vengeful symbiote creature stood in his place..

Chapter: Ben's Hate

"You have the other.." Venom stated. "Impressive, but not as powerful as ours.."

"Why don't you show us your power then?" Symbiote asked.

"Very well." Venom said, as he ran towards Symbiote in a belligerent manner. Symbiote, just stood there, as if he wanted to get punched. However, as Venom landed a punch, Symbiote caught it, and threw him back. The symbiote villain, Venom fell. He snarled as he realized that he was defeated by a mere fledgling host of the symbiote. "We see you have gotten better with it." Venom said.

"Get him." He said, to She Venom, who sprang for symbiote. She jumped, but Symbiote kicked her in the chest.

As She Venom fell to the ground, Symbiote went to closer to her. However, She Venom sprang up, and tried to kick him. Symbiote dodged the attack, and She Venom was clawing at him trying to rip his Skin. Symbiote had the chance to retaliate when the female Symbiote villain came closer. He grabbed her with both arms, pushing her to the wall.

Then, Symbiote did something unusual. It was a special technique to rid a symbiote host of the powers of the alien creature. Although Sonic Weapons, and Fire did help to drive the symbiote away, the technique was a better solution to stop a symbiotic villain from being born.

"No.. WHAT ARE YOU DOING TO US?" She venom screamed, as she tried to resist. But Symbiote's grip was powerful.

"Taking away your power. You don't deserve it, MJ." Symbiote replied, as he pushed harder, making Symbiote twitch. The black substance that covered MJ started to dissipate from her, and was "absorbed" into Symbiote.

Then, MJ fell to the ground, lying unconscious.

Then, Symbiote heard Venom's Voice.

"Good Job, Tennyson." Venom spoke sarcastically. "You not only destroyed our companion, but you also ruined our plans."

"And what are you going to do about it?" Symbiote replied mockingly.

"We are going to kill you!" Venom shouted, as he dashed towards Symbiote. Then, Symbiote landed a punch on Venom knocking him over.

Then, Symbiote walked slowly towards him, looking at his fallen enemy.

"Eddie Brock.." Symbiote said in a dual voice a combination of Ben and another voice (Ben's symbiote). "You caused enough pain and suffering. We deemed you of the symbiote power.. UNWORTHY!" Then, Symbiote grabbed Venom's arm pulling on it. Then the Venom Symbiote started to get absorbed into Symbiote, leaving a defeated Eddie Brock. The symbiotic hero, then walked away from Eddie Brock, and transformed back into Ben.

"No! MY POWER.. THE OTHER.. I NEED IT!" Brock screamed, as he got up and ran for Ben. He tried to grab his watch, but the watch emitted bio feedback energy that pushed Brock away from Ben.

"You don't need anything, Brock." Ben replied. "But the only thing you ever need, is to go to jail."

Then, the police arrived are arrested Brock. Ben stood up and looked at the sky. It was evening and the redness in the sky was perfect for a good ending to a battle. But what made it better, was the return of Peter Parker. Oh how Ben would give to see his friend back.

"Ben.." a voice spoke, and Ben turned around to see, an alive Peter Parker limping towards him.

"Peter.." Ben said silently, as he walked closer to him. The two friends engaged in a warm hug, or embrace.

Then, Peter looked at MJ, and picked her up.

Then, MJ woke up. "Hey Tiger.." She whispered.

Peter smiled, but MJ looked at Ben. "Ben I'm sorry about what I said. I shouldn't have thought badly about you or Peter.."

"It's okay, MJ." Ben answered. "It's not your fault. Venom just seduced you into telling you false lies, to merge with the symbiote."

"Speaking of the Symbiote." Peter said. "How comes yours didn't force you to attack me?"

"Well, the symbiote and I formed a good bond. We promised not to leave each other, and we were like great friends. He gave me advice, and he saw potential in me as a host. That's probably why he didn't possess my body for a long time." Ben exclaimed.

"How did you get the symbiote off Brock?" Peter asked.

"I used the symbiote power to use a technique to drain Brock of his symbiote powers.." Ben said.

"Like what?" Peter asked.

"Absorbtion." Ben answered. "Are you going to ask me twenty questions or something?"

"No." Peter answered. "Just curious."

"Tiger.." MJ moaned. "I want to go home.."

"Sure, MJ." Peter answered. "Want to come, Ben."

Ben stood quiet. He looked at the sunset in the back, and then looked back at Peter. He smiled.

"Sure." He said, as he transformed into Jetray, flying along with the spectacular swinging Spiderman.