Disclaimer: I do not own Marvel or DC comics

Rain

The rain was falling hard in the city that never sleeps, as many citizens tried to stay indoors hoping to not get drenched; yet there were some who were not so lucky. Standing above them on one of the many tall buildings stood a figure covered in black. His white lenses "looking" over the city for any danger.

Upon closer inspection, the man in black had a white spider design on his chest. The legs on the spider seemed to stretch over his sides and connecting to the design on his back. The man just stood unmoving – much like a statue – his white emotionless eyes just staring into the distance. The sound of an alarm pierced the silent rainy night and the man in black only then began to move; the hunt was on.

Three men in masks were running out of one of the many New York banks, guns ablaze as they did. Their hands clutched bags of money with the classic "$" sign. The big man holding nothing but his handgun was running back to their hideout with his friends before he suddenly felt very uneasy. He stopped and looked around trying to find the cause of his unease.

"Hey Bigz! Quit with the sightseeing! We need to get out of here!" said one of the robbers ahead of him.

Bigz shook his head before nodding and running after his crew but failed to notice the pair of white eyes staring back at him from out of the shadows; and if possible, they seemed… Hungry.

As the three robbers entered an alleyway, the man in black started to make his move. As the robbers stopped to take a breath, Bigz started to feel uneasy yet again, and this time it wasn't just him. The three stopped and stood completely still, trying to hear or see anything that would move.

"Do you guys–" One of them began, only to be pulled away into the darkness as he screamed his heart out.

"Donald!" the two remaining robbers cried. Bigz held his friend back, preventing him to run to help Donald. All they could hear were his screams of terror.

"What the – Oh god, what are you – Stop man that's my –"

Crack

Silence filled the air as the two robbers stood frozen with shock and fear. They, however, did not expect a figure to come flying out at them as they jumped to the side, avoiding collision. They both stood up slowly and noticed the figure was not moving. They slowly walked over and saw it was there comrade; his face was as white as snow, his eyes wide but they could tell there was no one home. What made them both mad and scared was the man's leg and arm they didn't look normal-like someone…

"YOU SICK BASTERD!" the robber screamed, causing Bigz to jump. The man pulled his gun and stared to shoot wildly into the darkness. He only stopped when he ran out of bullets. The man was now taking heavy breaths trying to get his temper back in check but he showed a small smirk, "That… That oughta show you."

The man turned around but stood stock still as he felt cold breathing on the back of his neck. The man's eyes grew wide and his face drained of color. He didn't want to turn around, but curiosity got the best of him and he slowly turned to see emotionless white lenses before darkness took over his vision along with intense pain.

Bigz stared with intense fear at the now approaching man in black. Bigz knew who he was – hell all of New York knew who he was – but Bigz did not know why he was being so viscous. He stood up and started to walk backwards trying to keep the distance away from him and the man in black.

"Spider-Man?" he asked softly.

The man in black twitched slightly before charging at the big man taking him down with one punch, dislocating his jaw. Spider-Man looked down at the big man and decided it was not enough. He grabbed him by the collar of his shirt and lifted him off the ground as blood dripped from the robber's mouth and onto his shirt. The black spider pulled his hand back and curled it into a fist, and if you looked close enough, you could almost see a sadistic grin on the mask where the lips should be.

However, before he could throw the punch he felt a small but strong hand hold his arm back. He spun his head around and came to see a blonde haired girl with a white blouse and blue skirt. A little cape was blowing behind her, and on her chest was the symbol "S". Her baby blue eyes glared into the lifeless white lenses of the black spider. "That's enough." She said sternly.

Spider-Man stared at her for a moment before looking back over at the big man. Kara increased her grip on his arm. "I'm not asking again. Put him down."

Spider-Man turned his head to face her. Kara kept her grip firm, but relaxed when she saw him let go of the man. She let out a sigh of relief and opened her mouth to speak but was stopped by Spider-Man's fist connecting to her jaw sending her flying backwards.

Kara slowly stood up wiping her mouth feeling a slight sting. Wait. He had hurt her. HER! SUPERGIRL! She got to her feet and saw him approaching her slowly his white lenses almost shining.

"Spidey?" She asked, but got no response. "Spider-Man it's me Supergirl, what's wrong?" she asked again, but the black spider just continued to approach her. "Peter!?" she screamed causing the black suit Spider-Man to twitch and charge.

Supergirl flew back avoiding the fist that was aimed for her head. "Peter, what are you doing!?" she screamed but still got no response. Instead he lifted his fist up and fired a black web line from the top of his fist at the girl of steel. She was to slow to react as Spider-Man pulled back hard. Supergirl screamed as she was pulled down and landed right into a left hook from the black spider.

She flew back and collided with the back of the building going right through causing clouds of smoke and debris to fly everywhere. Spider-Man stared at the scene for a moment before turning around to leave but halted when he felt his spider-sense go off. He spun around to see a blue and white streak fly out of the smoke and collide with him sending him flying out of the alleyway and into a passing car.

Spider-Man slowly got to one knee as he looked up and saw the girl was fine although her clothes were a little torn. The wall crawlers hand curled slightly making the hood of the car he was holding onto curl with him. The sickening sound of metal bending terrified all who was witnessing.

"You have to stop –"she was interrupted when Spider-Man threw the car he was holding at her with one hand. Kara's eyes widened when she heard screaming from inside the car. She opened her arms wide and caught the small convertible with a grunt and lowered it down to the ground "Are you alright?" she asked as she opened the door.

A mother and her two sons who were wearing soccer uniforms, all nodded slowly. They had some cuts and bruises but nothing serious. 'Thank God' Supergirl thought. Then one of the kids looked up and his eyes grew wide with fear. "Behind you!" he shouted causing Kara to turn and block a blow from the black spider.

She winced slightly from the force of the hit but retaliated with a fist of her own sending the spider flying back and flew after him. "Spider-Man this has to stop!" she shouted.

Spider-Man ignored her as he pulled out a light post from the concrete and swung it at her like a bat. She avoided the swings as best she could. "I don't want to do this, Spidey!" she shouted but the wall crawler continued to swing at her. "Fine... Have it your way" She said sadly.

She ducked underneath a swing and charged at the spider grabbing his shoulders and pinning him to the ground. Kara was having nice little flashbacks when she and him did this before causing her face to grow slightly hot but then she remembered why she was on top of him this time. She had to stop him, not have fun with him. "Peter you have to stop this, you're going to hurt someone" She urged quietly.

Spider-Man still said nothing as he tried to get out of her grip. Kara's eyes narrowed as she activated her x-ray vision to see inside the suit, and what she saw shocked her. "Oh God." she whispered. She saw a man possibly in his late teens with his eyes closed, but what scared her more was the bags underneath them and the paleness of his skin allowed her to see his veins. "Peter?" she asked in a whisper.

Her focused was brought back when she felt something stirring under her. She quickly got off him and moved back. Her eyes grew wide when she saw that she nearly avoided a black spike sticking out of Spider-Man's stomach. She landed a few feet away from him and watched in horror as he slowly got back to his feet.

She reached for her communicator in her ear. "This is Supergirl! Can anyone here me?!" she asked desperately. All she heard was static as she watched Spider-Man crack its neck before slowly approach her.

Kara began walking back, trying to keep the distance between Spid – No – this thing and herself. "Supergirl, this is Batman, what's wrong?" the gruff, urgent voice of the Dark Knight spoke.

"Batman it's – It's Peter – He's... Oh God, his suit! It's –" Kara could not find the right words to say at the moment as she stared into the white lenses of what was once one of her most beloved friends.

"Calm down, Kara!" Batman told her sternly. "I have been trying to find him for a few days now; Liston to me... Peter is being controlled by a symbiote." He stated.

"What is it doing to him?" she asked as she continued to move back.

"It's using his energy as a food source." he explained.

"And when it runs out?"

"Death." He stated.

"D – Death?!" she screamed.

"Kara, listen to me... Do not hold back! Fight it with everything you got. If you hesitate, it will kill you." He said seriously. "I'm on my way!" he said before disconnecting.

Kara's back connected with the wall as she felt hot tears spring from her blue eyes. She did not want to hurt him... Let alone possibly kill him, but…

As Spider-Man approached he was met with the most powerful left hook he had ever felt. The wall crawler flew back and crashed through another building. He felt intense pain all over his body but tried to ignore it. He felt his spider-sense go ballistic as a fast moving blue and white blur came flying at him.

A sadistic smirk could be seen on the mask as Spider-Man stood his ground. He saw Supergirl's fist and he moved to the right to easily avoid it. He grabbed her arm and started to spin her around before tossing her high into the air; he then fired two web lines out and caught her.

Kara was still trying to get the world to stop spinning when Spider-Man pulled the web lines down, forcing Supergirl to fall to the earth with force. As she slowly got up she felt another strong tug and she was then thrown into a parked car, and then she was pulled into a building, then into the air only to be smashed down into the ground again.

Kara slowly got to her feet, her legs were shaking as she took deep breaths in an attempt to steady herself. She glared at Spider-Man with venom as she charged at him. "You let him go!" she shouted. She threw a fist and Spider-Man easily avoided it. She continued to try and hit him, but he kept dodging her blows.

She was growing angry, her eyes started to glow a faint red and Spider-Man felt his spider-sense go nuts. But before he could react, Supergirl fired her heat vision, effectively hitting Spider-Man in the shoulder. She heard the creature scream, an animalistic, otherworldly squealing and it made her smile.

Her smile soon disappeared when she felt something slip around her neck and over her mouth and nose and start to squeeze. Her eyes grew wide when she saw that Spider-Man's arm had become some kind of whip and he was choking her. She tried to pull it off but she could not get a good grip on it and she fell to her knees as he walked over to her slowly.

She could barely breathe as she looked up at him one more time; seeing the white lenses seemingly glow with excitement. She watched as the black spider raised its fist and watched it morph into something that looked more like a claw.

She summons up her last bit of strength and tries to pull the tendril from her face but it wouldn't budge. Spider-Man raised his arm high and Kara watched with wide, frightened blue eyes but he suddenly stopped.

Spider-Man was trying to pull the trigger and end her life but something was resisting. A grunt could be heard as the masked hero staggered back his arm and hand returning to normal. Kara watched him while she heaved and huffed as she tried to get air back into her lungs.

Spider-Man threw his hands on his head as he fell to his knees, short, hoarse breathes coming from him. "P–Peter?" she asked.

Spider-Man stiffed and turned his head to look at her. "K –Kara?" he asked his voice weak and strained.

Kara's eyes grew wide as she got to her feet and started to approach him. "Peter are you-"

"Stay away!" he shouted as he got to his feet and fired a web line out and swung away.

The rain had stared to pour but the girl of tomorrow didn't care. Kara watched him swing away and shook her head, determination shining in her eyes and flew after him. He would not fight this alone.

Peter briefly wondered where he was going as thoughts and questions buzzed through his head. "What was I doing?" he whispered in desperation.
Trying to win. The creature responded, its awful voice filling Peter's mind.
"I could have killed her!"
She deserved it.
Peter stopped as he found an old church on the far end of town.

He ended up sticking to the wall of the church to think. The rain hitting the black costume while both relaxing it was also represented the thoughts of the man behind the mask. He knew he needed to get this thing off. Reed was right; this thing is making him something he's not. He swiftly moved into the church, knowing that if this would kill him, then well…he hopes he'll be in his hands.

Peter started to pull at the suit trying desperately to tear it off. The suit was resisting; it did not want to leave for it needed a host. Peter stumbled with his footing and bumped into the church bell causing it to ring. The symbiote let out a painful scream as Peter's mind was starting to clear.

He pulled and tugged at every part of the suit from his body as the ringing of the bell continued; sending sweet music to his ears and excruciating pain to the symbiote. The creature continued to fight but Peter would not give up and soon he was kneeling, wearing nothing, for he was finally free of the suit.

Peter faltered as he tried to stand but instead found himself falling off the side of the platform into the lower part of the church. He closed his eyes expected to hit the cold hard ground. Instead he was caught by something soft and warm. He felt soft arms wrap around his waist slowing his fall. He opened his eyes slightly and could see the blonde hair and blue eyes of an angel before he blacked out.

When Peter woke up he was lying in a bed with white blankets over his body. He could barely move but he needed to know where he was. He tried to sit up but felt a strong hand grab his shoulder. He looked up to see the Dark Knight himself, glaring. "Don't move. Your body still needs to heal." He ordered.

Peter let out a groan as Batman helped him get into a more comfortable position. "Where am I?" Peter asked, his voice sounding gruff, like an old man, as opposed to his ordinary youthful tone.

Batman handed the teen a plastic cup filled with water and Peter grabbed it and chugged it down. "You're in the Watchtower medical bay" The Dark Knight answered.

Peter nodded slowly, then lowered his head, too ashamed to face the Dark Knight. "How bad did I blow it?" he asked softly.

Batman raised an eyebrow under his mask before speaking. "You were being controlled by a symbiote and it was eating away at you. I'm surprised you're not dead." He replied.

"Well, whoopee... I impressed the Bat" Peter joked dryly.

Batman had to hold back a grin as he scowled at the boy. "Now's not the time for jokes. What do you remember while under its control?" he asked.

Peter placed the plastic cup down and closed his eyes concentrating on remembering. "To be honest; not very much. I remember getting the suit, I remember battling Shocker and Dr. Cold, and…" he paused, his eyes widening. "Supergirl!" he shouted. "Kara! Is she –?"

Batman nodded his head. "She's fine."

Peter then relaxed, his eyes growing somber. "Did I… Kill anyone?" he asked, surprising the Dark Knight.

Batman shook his head. "Not that we know of. There have been some close calls but no deaths."

Peter nodded slowly. "I'll take full responsibility." He stated.

"What?" Batman asked, surprised.

Peter looked back up at the Dark Knight his eyes fixed in determination. "I said I'll take full responsibility on what I have done." He said.

The Dark Knight stared at the kid who just days ago, was being controlled by an alien monster bent on eating him alive, and he was still taking full responsibility for his actions like an adult. Batman grinned as he placed his gloved hand on the boys shoulder. "Just rest for now, and we can talk about what you can do later." he told Peter as he stood.

Peter nodded before turning his head away. "She must hate me. I tried to kill her, and God only knows what else I did when that thing took over me." He said.

Batman's grin grew into a knowing smile. "We'll see" he said before leaving the room.

Peter stared at the door with a confused expression before he heard another door open over to the side of the room. He watched with wide eyes as Kara walked into the room in casual clothing, holding a wet cloth in her hand. When she looked up and their eyes met, time seemed to slow as they both stared at each other but she then broke free and dashed over to him and embraced Peter in a bone cracking hug.

"You're awake!" she said, and then leaned away. "Are you okay? Do you need anything? How are you feeling?" she asked the questions so quickly, it made Peter's head spin.

He shook his head with a smile. "I should be asking you that" he said. "What happened? Did I hurt you?" he asked.

Kara blinked at him and let out a sigh. "If by hurt you mean try to kill me then yeah, you did hurt me." She said, sounding somber.

Peter looked away in shame. "Kara I'm…If you hate me I understand, but just know that I'm-" his words left his mouth when Kara planted her lips softly on his.

When she pulled away, her brow creased with determination. "You listen to me Peter Parker; you have nothing to be sorry about."

"But I–I tried to kill you." He said, close to a whisper.

"It wasn't you. It was the suit that was making you do it." She said.

"But it was still me. It was my body, my power. I couldn't stop myself." He said.

Peter felt a hand under his chin lifting it up so he could look right at the amazing blue eyes he had fallen for. She gave him a sympathetic smile and shook her head. "You have to stop thinking like that." She said. "You fought it since the beginning, that's why you didn't kill anyone, even though it wanted to." She said. "You fought it to the end and you won." She smiled down at him.

Peter smiled back and nodded at her. "I guess I did, huh?" he asked softly.

She nodded as she gently pushed him back onto his pillows. "Yeah, you gave me a run for my money. I had no idea you were that strong, stud." She said sounding a bit sultry at the end.

Peters face grew hot. "Uh…well…umm."

Kara started to giggle as she laid next to him in the hospital bed.

Peter raised an eyebrow at her, his face growing even hotter. "Uh... Not to sound rude, Kara, but don't you have your own bed?" he asked.

Kara smiled as she snuggled close to him and rest her head on his chest. "Yeah, but I can't sleep without my favorite pillow" she said innocently.

Peter chuckled softly as he wrapped an arm around her, pulling her closer. "Well, you ain't getting any complaints from me."

Kara frowned slightly as she listened to his heartbeat. "Peter…?" she spoke softly.

"Yeah?" he answered, his eyes nearly shut from content.

"I don't hate you." she said. "I could never hate you. You mean too much to me for me to hate you." She said snuggling even closer to him. "I got scared when I saw you... You looked like you were already dead. It was so scary... I never want to lose you."

Peter rubbed her back gently. "You aren't. I survived a beating from you, so that pretty much gets me as close to invincible as I can get." He joked bringing a smile to her face.

"I love you." She said softly, closing her eyes.

Peter stared at her for a moment before he felt a smile appear on his lips.

"I love you too." He whispered, leaning over to kiss her forehead softly. His eyes closes, joining her in a peaceful sleep.

**Authors Note: So for all of those that are wondering. I'm not dead. I've just been going through some things that have just stopped my writing. Sad to say that may continue for some time, but there is some hope. This series is going to be going on for a while to help me get back into my groove so I'm going to try my damnedest to make this a weakly thing.

On to the story itself. I've always been a fan of this paring, and well, for all those that think the fight was bogus, it kind of was. Yet it was to show how far Spider-Man could go in the black suit. Even going as far as attacking Kara, which won't get him very far.

Hope you all enjoyed this short one-shot and hope to see you all next week.

Read, Review if you Like, and Enjoy.