Wow, so it's been 5 years since I published my first and only story. This one is a similar style to my last, just taking a canon episode, and nudging it in a different direction to see what happens. I'd ideally like to continue this one, but uh...given my track record of not updating anything in FIVE YEARS, I really wouldn't hold out too much hope. I'm so sorry :/

Anyways, I hope you enjoy this!


"After it took over my mind I swore I'd never put this thing on again", Spiderman murmured to himself, staring down at the mass of black ooze straining towards him. He felt a shiver of fear run down his spine as he remembered how it had changed him, how he had almost lost control. Hearing Tony Stark's plea for aid, however, knocked him out of his reverie.

Punching through the glass, he felt the black tendrils wrap around his hand. Then came the pain. As the ooze encompassed him he could feel it seeping through his pores, letting off agonizing jolts as it bonded with his nervous system and melded into his skin.

"We won't be letting go of you this time" echoed in their mind.


"Spider…man", gasped Tony as he watched the kid being bombarded by Ghost. His eyes widened when he pushed off the rubble, seemingly unharmed. Eyes blurry through the pain of his malfunctioning ark reactor, Tony watched in amazement as the hero expertly dodged everything that was thrown at him, gasping in relief as Spiderman interrupted Ghost's control over his ark reactor.

"How…I have control over everything", said Ghost in confusion.

"Everything tech-based", responded Spiderman. Tony winced slightly as he watched Ghost collide with a wall, denting it.

"And that's all I need to destroy you", Ghost growled, recovering from the blow. He quickly activated the Vulture suits' sonic scream.

As he was helped up and limped farther away from the battle, Tony looked on as Spiderman's suit seemed to rise off of him in response to the sound waves. His brow creased as the kid began to scream in pain. What was this thing?

The suit soon began to disintegrate as Spiderman fell to his knees. Tony hung his head both in pain and despair as their last hope crumbled before them. His attention was soon caught, though, by an ear splitting screech as Spiderman was engulfed in the black ooze. The mass (was it really still the kid?) flew up into the air, shooting out tendrils which tugged the Vulture army into itself, then dropped the disassembled parts onto the ground.

When Spiderman landed, something seemed to have changed. His voice echoed menacingly as he replied to Ghost's stuttered question:

"HOW? Let's just say that when you push someone too far they get enraged, and RAGE is a POWERFUL MOTIVATOR. Give up these discs…now."

A shiver ran down Tony's spine at the shear display of power and fury. Was that suit really the cause of the kid's sudden change in personality? He had seemed so happy and silly beforehand. Perhaps a bit suspicious, yes, but not truly threatening. Certainly not the person that was standing before him, about to rip off Ghost's arm, eyes narrowed in twisted pleasure.

"Spiderman! Stop!", he called out, "Let security take it from here".

"Aww, you ruined my big finish, T.S."

Said T.S. narrowed his eyes at the menacing tone which accompanied the attempted quip. He had to get that suit off the kid.


"Changing your suit is one thing, but changing your moral compass is another"

Tony's words were enough the clear the black fog of rage surrounding Peter's mind.

"Y-you're right, I have to get this thing off", he gasped, stumbling slightly as he regained some control that he didn't realize he'd lost, "but I can't do it alone."

Jumping down from the stage Spiderman tried to walk over to Tony, only to stumble as the symbiote made a grab for control once again. Crying out in pain as he collapsed to his hands and knees, Spiderman gritted his teeth, focusing on Tony's message once more. The fog once again receded from his mind, but he could feel it lurking there, waiting for his guard to fall.

"…iderman? SPIDERMAN", he heard from Tony as his hearing came back. He weakly held up a hand to stop Tony from getting too close.

"I'm…alright. We have to get this thing off soon though, I don't know how much longer I can hold it back."

"Hold it back? What do you mean?"

"It's…alive…it messes with my head…I…can't…think…", Spiderman groaned as a jolt of pain flashed through him. "Okay, the sonic scream devices are broken. How can we get this thing off? Soundwaves are what hurts it. So… waves maybe? Something… with… waves… shit this is gonna hurt.", he mumbled to himself as he came to the realization of what he'd have to do.

"Spiderman?", questioned Tony, having followed the Spiderman's mumblings up until that point.

"Electricity and sound, they're both forms of waves. You've still got that shock function in your armour that you used earlier today, yeah?"

"I… yeah, but kid, that could kill you. The amount that we'd need to get that thing off you would fry an elephant, let alone you."

"I know, Tony, but this is the only chance we've got. I can't just…I don't know what this thing might do if it's let loose with my abilities. With great power comes great responsibility, and I've got to at least try and get this thing off of me before… we do…something…terrible. Agh, quick, box me in with that electric cage so it can't escape…and then…shit, I can't…"

Spiderman devolved into silence as the symbiote launched its final attack, ripping through the defenses of Peter's tired mind.

Then all went black.


Tony, now decked out in his armour, looked on in terror as the suit seemed to ripple over Spiderman's body. He winced at the agonized scream which wrenched itself from the kid's lips. He knew he had to act quickly to set the container, remembering Spiderman's agility from before, but the thought of what he would have to do to the kid, that he might end up killing him was...unimaginable. Unfortunately, Tony's deliberations on the matter continued for too long, as he soon realized that the pained screaming had turned into manic laughter.

"Too late Tony", the creature before him cackled. Although he still retained his lithe form, Spiderman somehow seemed much more terrifying than he had previously. Where there once was a light youth and playfulness to his motions, a predatory and dangerous demeanour replaced them. There would be no second chances with this one.

Suddenly, Spiderman froze, and the white eyepieces seemed to soften somehow. Around him the suit rose up slightly, tendrils waving angrily.

"Now, please Ironman! You have to do…it…NOW!

At this prompting Tony realized that were the symbiote let loose he would end up having to kill the kid underneath just to stop that thing, and that there would be many more causalities if that happened. At least this plan would give the boy a chance of survival. Quickly activating the cage, he enclosed the immobile Spiderman in a box of pure energy. The symbiote let out a shriek of rage at this new development and tried to push against the bars, only to be burnt away at the points of contact, leaving visible patches of scorched red and blue.

Taking a deep breath, Tony charged his electrical shot and aimed it at the writhing Spiderman.


The symbiote was NOT happy, and to be honest, neither was Peter. Where the symbiote had tossed itself against the bars, he could feel nasty electrical burns blistering on his skin. On top of that, the symbiote was periodically messing with his nervous system, trying to keep him out of the way. It was uncomfortable to say the least.

Unfortunately this was nothing in comparison to the electrical shock that coursed through his body next. For a second his vision went white. All the pain dissipated and he began to feel almost as if he were floating. His whole body seemed to vibrate, and yet all his limbs were stiff. There was a quiet ringing in his ears.

The world around him began to solidify. He was in an empty room. The walls, ceiling, and floor were all white. There were no lights in this place, and yet it was almost painfully bright. On the far side of the room a door opened out of nowhere, but only darkness lay outside.

Soon a river of black ooze started creeping into the room, coating the pristine floor in its malice. Backing away from the darkness, Peter bumped up against the wall, only the feel himself stick to it. Struggling to get away, he thrashed around, but black tendrils wrapped around his arms and legs, binding them to the wall. The ooze from the door continued advancing, the room beginning to fill with the foul substance.

"Ssstay with usss", a voice whispered in his ear, "we can make you powerful beyond your dreamsss. Let us sssave you."

"NO! No. I don't want the power you have. I do not want your anger, or your hate. When will you get it in that slimy brain of yours that I…am…not…YOURS."

With a final cry, Peter ripped himself away from the wall, landing on his hands and knees. Panting in exhaustion and fear, he tried to stand, but before he could move, a tidal wave of black collapsed down on him.

The ooze enveloped him. He couldn't see anything, couldn't hear anything. He could feel, though. He began choking as the black substance wrapped itself around his throat. Trying to take a deep breath in, he only managed to suck in the darkness that surrounded him.

As he felt himself begin to fade, that evil voice whispered to him once again.

"Then we will have to make you ours. We will dessstroy everything you love. Your family, friendsss, we know them all. We will tear you apart piece by piece until you have nothing left but VENOM in your heart. Goodbye for now…Ssspiderman. When next we meet you will beg to have us back."

And with those ominous words echoing in his head, Peter fell into the grasp of unconsciousness.