A/N: So, after the latest episode of "Ultimate Spider-Man" I got the writing bug. This fic's going to be a weird mix of Ultimate Spider-Man and MCU... basically I just kind of pick and choose what I want from each. So fair warning for that. Might get a bit dark, too? I'm not too good when it comes to writing really dark stuff, though. But worth mentioning just in case, I suppose.


The Goblin snarls through the steam, watching his prey escape. He's not so foolish as to follow the young hero back to the lab; he knows that Octavius has temporarily allied himself with Spider-Man to create a Venom Antidote. They hadn't exactly been quiet about it. He could press on in the hopes that they had yet to achieve their goal, but knowing Octavius, the antidote is all but in-hand.

Being unable to take the Tri-Carrier down is disappointing… but at the very least he can escape with having dealt S.H.I.E.L.D. a serious blow yet again.

He prowls through the corridor seeking an escape pod when he comes upon a very interesting sight. With the pods at one end of the corridor, he stops to inspect one of the infected agents on the ground. Although he lies curled into the fetal position on the floor, there appears to be some fight in him; he's resisting the symbiote's hold on him, enough so that his face is revealed.

The Goblin's face breaks in a large, toothy grin.

Ah, Fury's right-hand man. Perhaps today will not be quite as great a loss as he had imagined.


"We have to go after him!" Peter protests, ripping his mask off.

"I agree. And just as soon as we're able to track him and we've distributed your antidote throughout the Tri-Carrier, we'll do so," Fury sighs.

Apparently having your body hijacked by some freaky sentient goo can really take it out of you. Peter's not heartless by any means—especially considering he knows all too well what it's like under Venom's influence—but their window of opportunity is closing. He'd promised Harry he'd do everything he could to bring his father back to him and now their best chance at doing so has just blown up in their faces.

"Well, how soon can we get our systems back online?" Peter wants to know.

"We're working on it, kid," Fury grouses, fiddling with his watch. "Coulson. Coulson, I need you on the bridge."

Fury frowns when his continued attempts to reach his agent turn up fruitless. Peter sports a frown to match; if Coulson isn't answering, something's definitely off. Maybe they haven't reached him with the antidote yet?

"Do me a favor and see if you can track him down," Fury says. "I'd do it myself but I don't have time to play Hide-and-Fucking-Seek."

Peter doesn't argue, just sets about his task quickly, hoping to speed things along. But Coulson isn't in the medical bay. He isn't in any of the labs, or the training room or in any of the halls. With a growing sense of trepidation, Peter returns to where he'd tossed the infected agent down the… what… laundry chute? Is it a laundry chute? He has no idea, he just knows he dumped Coulson down it. The man is still nowhere to be found.

He follows the path of the chute and is surprised to find himself near the escape pod bay. After seeing that Coulson isn't there either, he's just about to walk away when something occurs to him. He stares at the vacant spot where an escape pod used to be docked.

But surely the Goblin wouldn't…?


"The Goblin kidnapped Coulson?" Ava says, her tone implying it to be more of a perplexed statement than any real question.

"Why him, though? If the entire Tri-Carrier had been infected, wouldn't it make more sense to take Fury?" Luke wants to know.

"You'd think," Peter sighs as they watch the footage again.

It's a bit eerie without the audio. The security feed managed to capture Coulson as he'd tumbled from the chute and landed on the ground. The infected agent hadn't moved after he'd hit the ground; Peter figures it must have knocked some sense through to him. It's plain to see from the footage that Coulson had resisted the symbiote with at least some success. However, the process required the entirety of his concentration, leaving him essentially paralyzed.

Peter watches for what feels like the hundredth time as, slowly, the black goo peels back from the agent's face. He'll never know how far Coulson may have gotten on his own, because shortly after, a bulky shadow fills the shot until the Goblin stands towering over the agent. None of them make a peep as they watch the Goblin shock Coulson into submission and toss his limp body into the escape pod before clambering in, closing the door behind him and ejecting.

"Perhaps he plans to use Agent Coulson as a bartering chip," Danny supplies.

"For what?" Sam asks.

"Well, he was trying to upgrade his glider tech when we captured him," Ava reminds them. "If he didn't escape with it, maybe he's going to try to trade Coulson for it."

"Until we're able to track him, we won't know for sure," Luke sighs, leaning back in his seat. "The best we can do is make sure we're ready for it. When did Fury say we'd be up and running again?"

"That's precisely what I'd like to know."

The kids all turn in their seats at the sound of the voice. Standing at the room's entrance are Captain America and Hawkeye… and they don't look happy. Peter's not sure how, but he has a feeling this whole thing is about to get a lot more complicated.


Regaining consciousness is a laborious process, like kicking his way to the surface of a lake full of molasses. One of the first things he's aware of is the fact that his arms are bound above his head. His ankles are bound as well, to whatever he's lying on, it seems. Blinking to clear his vision doesn't help much; the harsh light pouring over him doesn't allow him to glean anything from the darkness surrounding him. When he shifts to test his bonds, pain lights up his left side.

Craning his neck for a better look allows him a view of the slash marks in his tactical uniform, just below his ribs, stained liberally with red. The area surrounding looks wet, suggesting that the wounds are still bleeding.

He'd been injured when the Venom sample had erupted from its container, he recalls. One of the other agents, after being enveloped by the symbiote, had attacked. He'd done his best to clear the area, but had sustained that wound in the process—as well as picked up some of the symbiote. Knowing he had to isolate himself, he'd staggered into an empty computer lab and sealed the entrance behind him. He'd been on his way to do the same to the opposite entrance when Parker had showed up. Trying to warn the young hero and keep the symbiote at bay hadn't gone well.

Phil knows he'd attacked the teen as well as Nick, when he'd arrived. He'll have to apologize for that later. The whole ordeal is sort of… hazy. He recalls it, but it's unclear, like he's looking at it through a filter. He wasn't in control, but he was vaguely aware of what had been going on. Fighting back had been difficult, and he'd only managed to gain any sort of foothold once he was alone, without anything for the symbiote to set its sights on as prey.

But then the Goblin had appeared and—

"Awake, are we, Agent?"

Phil squints past the light, trying to make out the details of the hulking shape moving towards him. The creature formerly known as Norman Osborn steps into the light, wheeling a tray next to the metal slab that the agent finds himself bound to. There is a collection of various medical instruments arranged neatly upon the tray, including a syringe filled with some insidious black liquid that Phil is fairly certain he can guess the identity of. Well… it's not the worst situation he's been in, but things aren't looking up for him either.

"It would appear so," he replies mildly.

"Very good. I was hoping we might have a conversation before we get down to business," the Goblin informs him.

"I would prefer not to," Phil answers.

Perhaps that had not been the wisest response, he decides, as the creature snarls and presses a gauntlet to his side, over his wound. It's only a warning shock, but against the still-bleeding lacerations it's excruciating. His back bows and he arches off the table, held fast by his restraints as his muscles contract. Though it's over in a few mere moments, he finds it feels as though it had lasted much longer by the time he settles back against the table.

"Such a pity your preferences matter naught here," the Goblin says. "We're going to be discussing your role in all this. Do you know why you've been brought here, Agent?"

Phil watches as the Goblin removes something from a shelf out of his line of sight. His initial thoughts had been leaning towards a bartering chip—which would have been a horrendous idea, since Nick wouldn't dream of making a deal with the Goblin and Phil wouldn't expect him to—but after seeing the contents of the tray beside him, he'd reassessed the situation.

"You need a pawn," Phil declares.

"Precisely. And wouldn't you know…"

The Goblin returns, looming over him. Phil knows better than to struggle as something is fitted around his neck. It's tight, but not tight enough to constrict air or blood flow.

"…you fit the bill quite nicely."

It's a collar. The creature had collared him. Deep down, some part of him is mortified, enraged at what's happening to him. But he buries those feelings, knowing they'll do him no good.

"I could have had my pick of any of your fellow agents, but as Fury's right hand, you've got something a little more special to offer, don't you?" the Goblin asks, tapping on the metallic band around Phil's neck. "I'd thought it time I got myself a pet, and why have any old mongrel when I can have you? Such a good little dog. So obedient, always following at your master's heels, aren't you?"

Phil resists the urge to snort. He respects Nick as his superior, but he's not afraid of telling the man where he can shove his orders when he thinks it's warranted. The fact that the Goblin thinks he's the opposite could work to his advantage.

"I saw how you resisted the symbiote," the Goblin goes on to tell him. "Impressive, really, your willpower. You should think it flattering, then, that I've modified this sample just for you."

Phil's hands clench into fists as he sees the creature lift the syringe off the tray.

"In order to proceed with my plans, I had to be sure that this sample would be immune to the effects of Spider-Man's antidote," the Goblin explains. "You see, I know you're more than Fury's dog. You're like the family pet; no one's going to want to do anything to cause you harm. In other words, Agent…"

Phil tenses as the syringe is jabbed in his thigh.

"You're my dog now," the Goblin hisses.

Phil waits, knowing that the pain is going to come. Because if he's going to resist, it's going to be painful. He's not prepared.

The first warning comes when it feels as though he's slowly being dragged downward, like he's falling into himself. He rails against the feeling, pushing himself back to awareness, and that's when the pain sets in. If there's a part of him that isn't in pain, he's not aware of it. He writhes against his bonds, unwilling to simply give in and let this… thing have him.

"I can see I've picked a winner," the Goblin says beside him. "So much fight in you! But you know, it would be much easier for you to give in. There's no need to struggle; the battle's already been lost. All you're doing now is causing yourself needless pain. Give in and it will all go away."

The soothing timbre of the creature's voice makes him sick, but not as sick as the knowledge that the symbiote is taking over his body. He can feel it inside him, cold and ruthless and violating, and through all of it there is the insane thought of wondering if this is how Peter Parker felt. Because right now that vile substance is taking him over from the inside out and he regrets thinking that he's been through worse.

A scream tears its way out his mouth as he feels the symbiote at his wound. He dares to look and feels his stomach turn as, instead of blood, black goo is pushing its way out of the lacerations. It's harder, now, to stop the room from spinning and keep his vision from greying at the edges, but still he finds just enough in him to keep struggling. His gasps for air sound more like sobs as the thing pulls itself out of the jagged incisions below his ribs and begins blanketing his body.

"There now, see? We're almost done," the Goblin coos. "Just give up and let it in and you'll be out of pain."

But Phil doesn't want to let it in. If he's going down, he's going down fighting. And from the looks of things… he's going down. He shudders, forcing down another scream as the symbiote pushes further out from his wound, the black goo forming tendrils which wind around various parts of his anatomy. It's strange how it seems almost curious about its new host, its touch slow and sickeningly intimate. He's covered up to his neck before he realizes.

He knows it's over, but some part of him just isn't willing to give up. Even as his thrashing winds down to weak pulls at his restraints, his screams dissolving into pitiful, voiceless moans… he still resists. The grey creeps steadily inward and he swears he can just about feel the thing touching his mind, pushing him towards unconsciousness. His senses dull; sounds grow muffled, sights grow blurry and his body grows numb. Sleep, sleep, it seems to say to him.

He doesn't want to.

But his wants no longer matter.

So sleep he does.