The New Goblin soared through the chilled air of Canada, his glider making a loud racket. He looked over his shoulder, and saw Spider-Man swinging in the breeze, a web line connected to the bottom of the glider, was the only thing keeping him from the air, and twenty feet of free-fall to the snowy ground below.

"You okay down there Pete?" the New Goblin yelled.

Spider-Man looked up at him, fighting the strong winds that threatened to blow his mask off. "Yea, just fine!"

The moon hung high over their heads, looking more like a threatening face, looming in the distance.

"You tired?" New Goblin, yelled to his friend.

"No, you?" Spidey yelled back.

He looked straight ahead.

"Nope," New Goblin told him, his voice muffled by the wind. Spider-Man noticed his web line was getting awfully weak, and shot another one at the same location, to give him a 'fall back plan'. The old web line snapped, and he grabbed onto the new one. He watched, as the old webbing fell onto the snow, blending in with its environment.

It was going to be a long night…

Dr. Connors leaned against the dumpster in the alley he had just ventured upon. His new arm, was suddenly feeling weaker than anything else in his body.

It must be because I've been using it so much, he said to himself. He looked to his right. A pair of tough-looking punks had just walked into the alley.

"Ohhhhh, look what we got here," one said. He pulled out a crowbar. "Looks like some guy who needs our 'protection'!"

The second laughed, pulling out a gun. "It sure looks that way, don't it?"

"Please," Connors pleaded. "Don't hurt me, I'll give you anything you want!"

"You got a million dollars?" one asked. "You got a bitch we could mess up?"

"No, I don't," Connors, said angrily, his voice rising. This had happened once before, he realized.

"Well then, I guess you don't have anything we want, asshole!" the man with the gun yelled.

He put the gun up to Connors stomach.

"Say goodnight, you mother-fu-" At that precise moment, Connors transformed into his lizard self, and the man pulled the trigger. The bullet harmlessly bounced off of Connor's now impervious skin.

"You were sssssssaying, jack-assssssss?" Lizard asked, putting his hands onto the man's head.

He dug his claws into the gangster's head, as blood spewed from the new wounds. The man started to scream and kick, as his partner tried to run away from the scene taking place. The first gangster was dead, and the Lizard pulled his claws out from his skull.

He spotted the other man, taking off down the alley.

You're not getting away from me, Lizard thought in his mind. He sprinted towards the man, lashing out at him with his razor sharp tail. It wrapped around the man's stomach, as the Lizard pulled him closer to him.

"Did you really think you could esssssscape me?!" Lizard roared.

"I'm sorry, I'm sorry, please don't kill me!" the man yelled, covering his face with his arms.

The Lizard stared deeply into his enemy's eyes, piercing them with his stare.

"I won't kill you," Lizard said, making a motion to putting him down.

"Oh thank you, thank you God!" the gangster yelled. "I'll never forget this man, I won't hurt you again!"

"I'll let the wall kill you!" Lizard yelled, whipping his tail around, and hurling the man through the brick wall next to him. He was dead.

The Lizard rushed out of the alley, spotting a group of New Yorkers, he decided to leave them alone, and leapt to a nearby rooftop. He looked down at the city, gazing at its beautiful lights. As he turned around, he came face-to-face with a shotgun pointed to his forehead.

"Hold it right there," Kraven the Hunter said on the other side of the gun. He lowered it to his side. "I've been sent to find you."

"Find… me?" Lizard asked, motioning towards himself. "Why should I trussssst you?"

"I don't want to trust a walking man-lizard either, but a man has paid me handsomely to hunt down and kill Spider-Man," Kraven told him. "But, he also wanted me, to find you."

"Why did he want you to find me?" Lizard asked, walking around the man.

"He had a man, down at ESU, monitoring video cameras, and was informed about Dr. Curt Connors' transformation, into you," Kraven said. "The security guard monitoring the cameras was actually working for him all along."

"Why doessssssssss he want me though?" Lizard asked, losing his patience.

"He wants you, because he thinks you could help him in his grand scheme," Kraven answered him, perched on the building's edge.

"Hissssssss grand sssssssscheme… what might that be-" The Lizard looked over, and the hunter was gone. "How the hell sssssssssshould I know where to go then!?" Suddenly, Kraven appeared on the building.

"My bad," he said. "He wants you to meet him, at the old OsCorp building."

"OsssssCorp?" Lizard asked. "Why would he want me to go there?"

"He wants to make a team, a team to take down Spider-Man," Kraven said. "He already has another man helping him as well."

"Who might that be?" Lizard asked Kraven, keeping his eye on him to make sure he didn't run off again.

"The Kingpin," Kraven informed him, hoping over the edge again.

OsCorp, Lizard thought. OsCorp…

Spider-Man looked up at the tree in front him.

"How did you crash us into a tree?" he asked, the New Goblin, obviously annoyed. "We may never find the killer now!"

"I'm sorry Pete," Harry said. "I was making sure you were okay."

Spider-Man shot a web line at the glider, but because there was so much snow on it, got nothing but… snow.

"Well duh," Spider-Man said, hitting his own forehead. "Sorry if I break the glider." He gripped the tree's trunk, and shook it for a minute. Snow came down on top of him, and seconds later so did the glider.

"Hey, thanks!" Harry said, patting the snow on top of Spider-Man's body. He broke free of the icy imprisonment. "Don't, mention it." Harry jumped onto the sky-stick/glider, ready to ride off into the night.

"I really wish there was some crap to swing from out here," Peter said, noticing it was the only tree for miles. "It really makes a guy angry, when he gets so close to the ground, that his feet practically freeze off from all of the icy water and snow underneath him."

"Well, can't you just climb up your web line a bit, and keep yourself away from the ground?" Harry asked.

"Not hardly!" Peter said. "If I climb any higher than I already am, my face would be burnt off by the damn exhaust pipe. Sometimes, it really all depends on how the driver, drives the thing!"

"Sorry then," Harry said. "I'll fly higher, but are you coming or not?"

"Go on up," Spider-Man said to his friend. "I'll shoot a web line on up there."

The sky-stick began to rise off of the ground, and Peter shot a web line at the bottom, hanging on for dear life.

"Remember, high off the ground!" he yelled. "Just don't go so high, that even the snow can't break my fall!"

"You got it pal!" Harry yelled down below. "20,000 leagues above the sea, coming right up!"

"It's 20,000 Leagues Under the Sea!" Peter yelled.

"Not where we're going!" Harry yelled to him, the sky-stick going from 0-70 MPH within a second.

"Whoa!" Peter screamed from below. "Where should we start looking?" Suddenly, the glider came to a complete stop."

Harry looked down at him.

"New York City," he said.

"New York City?" Peter asked. "That's like over 90 miles away, plus why would someone go through the trouble of coming from New York, just to kill an innocent woman?"

"Just trust me," Harry said. "If I go at top speed, we should be there in the next half-hour!"

"What is the top speed?" Peter asked, just as the glider went all the way to 123 MPH. "I- just had to ask!"

Eddie Brock stared angrily at the window n front of him, seeing the reflection of himself, snarling at the window.

How could Parker do that to me? He thought. He stole Gwen from me, my job, my reputation, everything! Well, I think I'm just going to pay him a good old visit!

Eddie wiggled the front door's doorknob, hoping someone had left the door unlocked. Apparently, Eddie had more luck than he thought, and the door came wide open.

Now, to find the bastard and kill him, Eddie thought, putting his hand in his pocket, and feeling around for the knife he had taken along for the 'ride'. It's right there. He walked around for a minute, admiring the elegant house. He journeyed into the far back of the house, coming to a bedroom.

He must be around here somewhere! Eddie thought. He noted the mattress, noticing its lopsidedness. What's up with that? Eddie walked over to it, just to make sure some papers weren't stashed away there or something. He lifted it up, and found… nothing. Nothing, but a big black stain.

"What the hell is that?" he whispered. He poked at it for a minute, when it suddenly, slithered over his palm. "Whoa!"

He wiggled his hand, trying to get it off, when it suddenly expanded, covering his whole body.

Gwen heard some yelling in the bedroom, and put Normie down to rest on the sofa. She quickly ran to the bedroom, peering inside. What she saw was one of the most fearsome things she had ever seen. Inside the bedroom, was a large black figure; a white spider emblem was on his chest, spreading all the way around to the back. He had large yellow 'fangs', was very bulky, and a long tongue to finish it off.

What she did next, she would regret doing. She stepped inside, catching the creature's attention.

"Who are you?!" she yelled at it. The ooze covering the face, dispersed, revealing that, of her old boyfriend Eddie Brock.

"Eddie!" she yelled. "Oh my God, what happened?!"

"Gwen," he said. "We have come to kill your beloved husband!"

We? Eddie thought. Why did I say we?

You are not I, anymore! Yelled a voice in his head. We are now, Venom! We know all of Parker's secrets, and we would like to share them with you! You are no longer Eddie Brock;

you shall now be christened as Venom!

"We, have come to kill Spider-Man!" Venom yelled at her.

"Spider-Man?" she asked. "Why would he be here?"

"Because, Peter Parker is Spider-Man!" he yelled. "And we shall soon kill him, and take you as our bride!"

"I don't love you anymore Eddie, just stay away from me!" Gwen yelled turning around. As she attempted to run out the door, a black tentacle wrapped itself around her arm, and pulled her towards Eddie.

"I will not let you leave me again Gwen!" Eddie yelled, wrapping his tongue around her face.

It's we! The voice yelled in Eddie's head again. Tell her we will prove our love to her!

"Let go of me!" Gwen yelled. "LET GO OF ME!!!" Venom reached for her shirt, and tore it off.

"Get over here!" he yelled. He put his tongue in her mouth, licking the inside of her mouth.

She screamed, not that it came out right anyway.

"You shall not leave us again!" Venom yelled. He licked her chest, as she readied her fist. She punched the creature in the face, as he stumbled backwards.

She bolted for the door, making it out this time, the creature not following her. She ran back to the living room where she left Normie, and picked him up. He began to cry, as she ran to the front door with him.

Peter, where are you? she desperately asked herself. Please, help me! She made it outside, and ran across the street, hoping to outrun the new creature, Venom.

Harry landed the sky-stick on the rooftop of the Daily Bugle, along with Peter.

"Where should we start looking?" Peter asked Harry. "Since you're the one who wanted to come here first!"

"I don't know," Harry said. "Maybe we should pose as criminals, and sneak into some gathering or something."

"That might work," Peter said. "But we'd have to find some better clothes, to go with the fake identities."

"Well," Harry said. "Tomorrow morning, we need to start looking then."

"Sure thing," Peter said. "Tomorrow morning. But, where are we going to stay?"

"Is the old Osborn penthouse still standing?" Harry asked. "I still have the keys to get inside."

"It is still standing yea, I just hope someone doesn't decide to demolish it tomorrow morning, or we're screwed!" Peter exclaimed. And with that, the two friends made their way, to the old home of Harry Osborn.