At the prison in Station Square; Green Goblin, now Jet is imprisoned in a metallic cell along with Dr. Eggtopus who is pacing back and forth.

"This Spider-Hog made a fool out of me and you" Dr. Eggtopus growled under his breath and sat down.

"Don't feel so down Eggy, you're the genius. Think of a plan" Jet glares at Eggtopus.

"How?! I'm out of ideas! Thanks to that Spider brat!" Eggtopus yelled.

"Then I got a plan, we could do this. We'll escape somehow and make a team of our own" Jet said.

Eggtopus got a grin on his face, "Yeah, with some teammates he's no more!"

"But who will our teammates be? The prisoners in jail?" Jet asked.

"We'll see, if there's anyone with powers" Dr. Eggtopus said and fiddles with his fingers sinisterly.


Amy and Sonic were on a date and Sonic has invited Amy to the park to show her a surprise. She had a blindfold covering her eyes.

"Sonikku, what's the surprise?" Amy asked him.

"You'll see, Ames" Sonic said to her.

He leads her to a meadow in the park and unfolds her blindfold.

"Here it is, Ames" Sonic showed her the surprise, he had webbed the words 'I love you' on the trees. Amy gasps happily and hugs Sonic gently.

"Awww….. Sonic that's the sweetest surprise I've ever seen!" Amy smiled.

"No problem, I knew you'll like it" Sonic said, he then kisses her on her lips and she kisses back. Amy wraps her arms on his neck and he on her waist.

But nearby, a meteor crashed nearby and after landing, black goo came out of the meteor like if it had a life of its own. Sonic and Amy didn't notice the crash since they were busy making out and their eyes were closed.

"Let's go home shall we?" Sonic asked Amy, she nods.

They got on their bike and the black goo jumps on the number plate.


They arrived back home and the black goo crawls up on the wall, being unseen by them. But Sonic's spider-sense tingles him but it can't find what its intruding the apartment.

"Hmmm, odd" Sonic shrugs and follows Amy. The goo continues to crawl up and spots Shadow watching TV in the living room.

"Hi Shadow, how are you doing?" Sonic asked him.

"Just fine, how was your date with Amy?" Shadow asked him back.

Amy smiled, "Wonderful. Sonic and I had also the greatest kiss ever" she said.

"Sounds romantic" Shadow smirked.

"Yup. Well, we're gonna go to bed. Nighty night, Shads" Sonic said.

"Good night, I'll sleep on the couch" Shadow said, feeling sleepy as he turned off the television.

xxx

A while later, the black goo came out of its hideout and looked around the room. It spots Shadow and crawls to him. Shadow didn't hear the goo but it was crawling near his feet.

Shadow felt something on his foot and opened his eyes to see a black goo, "What the-…AHHH!" he screamed and the black symbiote goo covered his whole body and up to his head.

"GET OFF! GET OFF! AHHHHHHH!"

In the other room, Sonic and Amy woke up from the scream coming from Shadow.

"Shadow's in trouble! I'll check what it is!" Sonic jumped out of bed and ran to the living room. Shadow tried to tear off the suit but it goes aggressive and forces him to look at the mirror, he stopped screaming and was shocked. A black suit with a large white spider logo on his chest, it even had a mouth with sharp teeth.

"What the?! You made me a suit?" Shadow said and examines himself. Sonic saw Shadow in the black suit.

"Shadow?" Sonic gasped and Shadow glanced at the blue hedgehog.

"I…..feel….powerful…..This…..is…cool" Shadow chuckled insanely.

"Shadow...Are you all right?" Sonic asked him. Shadow turned to him and opens his mouth to reveal a long, slimy tongue.

"All right? I've...never...felt better" Shadow grins and Sonic made a disgusted face for the tongue.

"Shadow! Snap out of it! You're creeping me out!" Sonic said.

Shadow grabs Sonic and made a hissing noise, "I'm not Shadow anymore! Call me Venom!" he said. He threw Sonic at the couch and got closer to him. Sonic shoot webs into his eyes and jumps at the wall, clinging onto it without falling off.

"Shadow! Stop, this isn't you!" Sonic shouted and Venom ran to the wall and crawls up on it.

"Hahahahaha! You're pathetic!" Venom cackled.

Amy ran in to see what's going on in here, "Shadow?"
"Amy! Look out!" Sonic screamed.

Venom sees Amy and jumps at her, holding her by her throat, "You're weak and I'm strong, Amy. Time to be smashed" he threw her at the floor and Amy backs away, feeling very scared. Sonic had enough and kicks Shadow at the shelf.

"Shadow! Please, don't become a monster! I'm your best friend!" Sonic said, shooting his web from his wrist at Venom, holding him still so that Sonic can change into his Spider-Hog outfit.

"GRRRRAAAAHHHH!" Venom struggled and finally bursting out from the web.

"Sonic! Hurry!" Amy screamed out loud.

Sonic rushed in the room, now as Spider-Hog and he shoots webs at Venom.

"Amy, get back in the room!" Spider-Hog said.

"Sonic, don't hurt Shadow!" Amy begged.

"I'll find a way to get that suit off him" Spider-Hog said.

He punched Venom in the gut and an uppercut to his jaw. Venom didn't feel much of the attacks and he punched Spider-Hog really hard and sends him into the kitchen at the shelves with pans and pots.

*CLAAAAAAAAANNNNNNNNGGGGGGG*

"HAHAHAHAHA! You are so weak Son-….URGH! The pain!" Venom flinched by the loud noise that came from the pans and pots. Spider-Hog got up with a groan and saw Venom screeching out loud from the noise.

"Huh?" Spider-Hog was now confused to what's happening to Venom.

"AHHHHHHH It burns!" Venom screeches out and pulled his face, revealing Shadow's face.

"Sonic! Do something!" Shadow shouted before the suit covered his face again.

"*ROOOAAAAAAAARRRRRRRR*" Venom quickly ran to the window and jumps out to escape from the loud noise.

"Damn it!" Spider-Hog ran out the window and shoots his web on the building to swing and to go after Venom.

He saw him swing towards Manhattan and then Venom suddenly disappeared. Spider-Hog landed on the rooftop and looked around.

"Where are you, Shadow?!" Spider-Hog called out and didn't see Venom coming out from his hideout, kicking him off the roof top.

"He didn't set on my spider-sense!" Spider-Hog gasped and swings past Venom, shooting web-balls at him but missed, Venom swings to him and punched him in the air, sending him to the building wall.

"OW! That hurts! Whoa!" Spider-Hog sees Venom deliver a punch at him but missed. Spider-Hog jumps above him.

"You want to see this moment coming? Well, here you go!" Venom tried to punch him again, Spider-Hog jumped next to him.

"Shadow! Listen! The suit is making you brutal, snap out of it!" Spider-Hog begged.

"SHUT UP!" Venom tore off the wall with his strength.

Spider-Hog jumped off the wall and swings away from his possessed friend, he saw Venom swing after him to an alley.

"Great, I got to beat him somehow but I can't hurt Shadow" Spider-Hog said in his mind, Venom was getting closer and closer to him.

"*SCREEEEEEECCCHHHHHHH*" Venom screeched in anger.

They both swing to a working area and they land inside the building, Spider-Hog crashed into the metal pipes and lands on the floor with them. He heard Venom screech in pain and Shadow screaming. Spider-Hog realized what this means, Venom can't handle loud noises.

"That's it" Spider-Hog now knows how to beat Venom and to save Shadow.

He picks up some metal bars and plugs them into the floor to weaken the Symbiote. He hits the bar with another metal bar in his hands and this made the Symbiote lose control over Shadow until he was fully visible.

"Spider-Hog! HELP!" Shadow screamed.

"HANG ON!" Spider-Hog shoots his web string to Shadow to pull him out from the Symbiote.

He successfully pulled Shadow out and the Symbiote became a puddle of goo. It was too weak to move without the host victim.

"Now the Symbiote won't hurt you, Shadow" Spider-Hog said to Shadow.

Shadow let out a weak groan, "The suit really is alive" Shadow groaned. He saw the Symbiote goo moving up to him.

"No! Stand back!" Spider-Hog warned the symbiote, it backs off and Shadow got up.

"Now be a good alien goo and get out of here or the boom!" Spider-Hog picked up an explosive nearby.

Unfortunately it doesn't obey him and tries to get close to Shadow but Spider-Hog bangs the metal pipes to make a loud noise.

"*SCRRRREEEEEEECCCCCCHHHHH*"

While Spider-Hog is distracting the Symbiote, Shadow spots a dirty lighter on the street. He quickly ran to it and picked it up, igniting it as well and ran back to Spider-Hog. The Symbiote saw that Spider-Hog was getting tired by banging the metal pipes; it pounced onto him, attempting to take him.

But Shadow pushes him aside and grabs the explosives. The Symbiote hisses at him.

"Now, burn in hell!" he shoves a dynamite he ignited into the Symbiote.

"Get down!" Spider-Hog pulled Shadow close when the Symbiote exploded. Spider-Hog and Shadow saw nothing of it left.

"Well it's over, let's go home" Shadow said, Spider-Hog swings home with him in his arms. Unknown to them, a small piece of the Symbiote survived.