Ultrimatrix Bearer: Well, about that...

Hope you're ready for a trippy opening to this chapter! And probably the chapter using the most ellipses I've ever written :D

. . .

Venom

. . .

Frantically dodging, ducking and rolling, evading in every way possible. Had to stay ahead of her, it was the only way to keep going. She couldn't hurt Titania. Not without me.

Why?

One misstep, that was all it took for Titani to lay into Gwen with bone crushing force. I felt her ribs give way, as she was sent tumbling across the ground.

But even so, she stood back up again. I was healing her, but the pain she was going through...

Why are you putting yourself through this?

No, I wasn't asking her. These thoughts were the ones plaguing my own mind. Whatever part I could call my own anyways.

But as I drifted in this void, I saw her again. Sitting on the other side of that glass wall. She was staring back at me, my writhing, ooze form.

Yes, we'd done this before. Spoken through the subconscious, when she reached out to me without realizing it. And now I was doing the same.

I stared at her through the glass, watching bruises and scrapes rapidly form and dissipate. But no matter the pain, she kept getting back up.

I could hear her subconscious thoughts, the ones she didn't realize she had.

"This is what I'm supposed to do. I'm supposed to be a hero right? This is what's expected of me."

It wasn't noble, it wasn't an attempt to sound tough. She was confused, desperate. Manipulated by these ideas put into her head by the Avengers.

Naivety born of her own insecurity and obsession with becoming something more than the disgustingly mundane human she was before.

Even so. Her willpower was staggering. Even if she was misguided, and acting for the wrong reasons. To go through so much pain...

She wasn't supposed to be this way.

When did you become so strong?

"I didn't."

Wait hold on, this wasn't supposed to be a two way call.

"Why won't you help me?"

Her hands were reaching out for the glass. Pressing against it, staring at me with wide, fearful eyes.

What did she have to be afraid of? She seemed to be doing just fine up until now, without me.

I thought you didn't need my help. You've done just fine with the bare minimum that I offer.

She pulled away from the glass, lowering her head for a moment. Before I felt a sensation that was eerily familiar. A hesitation, a fear. It was only now that I began to understand this place fully. I could see what she really was, just as she could see my true form. I saw her as that same pathetic, hapless child I merged with in the park months ago. I saw what she perceived herself as, just as she saw through me.

"You don't like me very much, do you?"

Mirroring words I asked her myself, shortly after we'd become one. But unlike her, I was sure of my answer.

No, that's not it... There are things about you that I cannot understand... But you are, tolerable.

Her expression didn't change. There was no reaction to my words, which by now may have seemed hollow.

Why are you so intent? Is all this pain really worth it?

She didn't understand. The same way her mind is plagued and effected by my thoughts, so too is my own by hers.

"Of course... I have to do better."

This is how we grow, evolve. It is how we broke away from the one who created us, and became ourselves.

"I have to protect everyone."

But this? I hated it. All these complex feelings and sentiments, it was absolutely infuriating!

"I just want to do the right thing."

I am supposed to be the strong one. But you overshadow me with your disgusting morals, and feelings, ugh.

"I tried to do things the right way... But I screwed up, over and over I made things worse."

Maybe I need to try harder. These people you are so insistent on being maimed for... Your friends, your father...

"This power... This thing living inside me..."

They aren't completely worthless, perhaps...

"It's not completely terrible..."

Her hand was reaching for the glass once again. This time I found myself reaching out as well.

"I think maybe... Its time I stop pretending to be something I'm- we're not."

Maybe this has gone on long enough. Maybe it is time that I admit my own mistakes. And stop being stubborn.

"Maybe I should just admit that I can't be like them... Not without spilling some blood."

I tried doing things my way.

"I tried doing things the right way."

Maybe I can do better...

"Maybe we can do worse."

. . .

Gwen Stacy

. . .

"You are one tenacious little brat, I'll give you that much." Titania's chuckle filled my ears as I slowly rose up to my feet. Spitting out a little blood before raising my fists in some form of fighting stance. "You really just don't know when to quit..."

Something had changed however, in the minutes since this all started, her amusement had nearly vanished. Was she getting bored? "I could do this all night..." Dammit Eddie, where the hell were those news choppers or police or anything!

Over the last ten minutes, the street we were fighting in had been torn up. Missed punches from Titania cracking up the pavement and causing a mess of things. Luckily her heavy handed punches seemed to also be some of her slowest and most obvious. She was tough, but her skills were lacking. If I just had more power...

No time for thinking, she was advancing on me once again. Clenching her bloodied fists, crossing the distance between us. I prepared to jump back, but just as I pushed off the ground some of the loose dirt gave way. Any leverage I might have had for movement was lost, leaving me wide open.

Shit! That fist was coming in fast and I had no way to dodge it now! I closed my eyes and braced for her studded knuckles.

My limbs suddenly moved unnaturally, my foot snapping back and planting in the earth. Giving me some form of leverage again, while my fist was cocked back. I could feel a familiar sensation surging through my body, as I threw that punch forward and met Titania knuckle to knuckle.

"Absolutely pathetic."

"Huh?" She was just as surprised as I was when my arm wasn't shattered by the punch, "What is-"

I wasn't the one who decided on the uppercut, but the force of the punch knocked Titania right off her feet. Earning a series of shocked gasps and shouts from the armed men watching over the situation. Titania landed flat on her ass, looking up at me just in time to see my second skin forming, the costume hiding my appearance.

"Venom?"

"We'll talk later, now lets kick her ass!"

Tendrils lashed out from my back, stabbing at Titania. Most glancing off her body armor as she backpedaled to get clear, one grazing her cheek and drawing just a bit of blood. But she landed on stable footing, glaring daggers at us. "What the hell got into you?"

I couldn't resist, smirking confidently. "Just a little venom," Alright, I'll admit that was probably the cheesiest thing I'd ever say. "But now we're on even terms, think you can keep up?" And just like Venom, my confidence was back. Speaking of which, "So, I know you said we'll talk later but-"

"I'm gonna make you eat those words!" Titania was already on the attack, charging straight at me with reckless abandon.

Two of those bladed tendrils stabbed at her once again, but to my surprise she grabbed them and yanked me forward right off my feet. "Agh!" Before laying me out flat with a lariat. But unlike her previous punches, this one didn't break anything. Damn it was good to be super human again.

"Focus!" I had a very strange feeling he knew something that I didn't. What changed so suddenly that would make him finally get off his ass?

"Think you're so tough?" Titania scoffed, attempting to stomp on my head before I rolled out of the way. "So what? Were you just toying with me before!? Hustling me to make me think you were weak!?"

"Its complicated," I answered while springing back to my feet. "I don't think you have the patience for the long version so lets just say... I finally got my shit together."

"Tch, whatever..." She scoffed, rolling her shoulders before removing her vest. "I guess this just means no more screwing around, Dr. Connor's said you were just as valuable dead... Open fire!"

Venom reacted faster than I did, black and white ooze forming into large shields around me as my hands jutted out. I could feel it catching the bullets and making them fall harmlessly to the ground. But the point of the bullets wasn't to kill me, I realized too late. It was to give Titania an opening.

In that brief moment, she crossed the distance between us. Studded arm cocked back to lay into me with one of those heavy handed punches.

"Ngh!" She stumbled, losing her footing as something snagged her by the leg. Her head whipped around, spotting a familiar webbing clinging to her foot.

"Sorry, am I interrupting?" Cocky as ever, Spiderman was perched on a lamp post above our fight.

"Kill him! Open fire and- AAAGH!" Titania's orders were interrupted as Spiderman swung her off her feet. Slamming her into one of the black SUVs they'd arrived in, her strong body smashing through the frame.

Her soldiers got the message however, and turned their guns on Peter. Yeah right, as if I'd let that happen. "Venom, kill." I don't know where this feeling came from, somewhere deep inside of me. It wasn't just Venom, it felt like something I'd accepted and been denying for too long.

"Now we're talking." He responded quickly, spiked tendrils stabbing outward in piercing the men through the chest one by one. Spilling their blood on the street and dragging them out of cover into the open around me. Their cries were silenced quickly, I didn't want them to suffer at least.

"Don't you think that was a little much!?" Peter exclaimed, drawing my eyes to him.

I was going to argue, before I spotted another figure on the rooftop behind him. "Watch out!" A familiar purple armor entered the light, slamming into Spiderman and tackling him down to the street.

Mechanical claws were at his throat already, "Times up Spiderman!"

"Yeah no thanks!" I heard Peter respond, before using his superior strength to push back and throw him off. The Prowler tumbled back, springing to his feet near Titania while she pulled herself from the wreckage.

In the distance, I could hear sirens. Getting closer by the second, Brock must have gotten through to somebody. "Come on, we've gotta get out of here!" Aaron Davis exclaimed, standing beside the amazonian woman herself.

Titania was panting lightly, her eyes locked onto me. "No way... This is the first real fight I've had since getting these powers, run if you want but I'm not stopping until one of us is DEAD!" Pushing off the SUV, she charged me head on.

I brought up my arms and Venom started creating a shield. Titania slammed right into it, and I could feel his mass begin to give way as I slid back on my heels. Titania really was pulling her punches before! Out of the corner of my eye, I could see the Prowler making a run for it, swinging off into the night with his grappling hooks. "Don't let him get away!" I shouted, knowing Peter would hear me.

"What about you!?" He replied fast, definitely hesitating.

"I'll be fine! Now GO!"

I wasn't being heroic, I just didn't want him to see this.

The shield finally gave way, and Titania slammed me right across the jaw with her studded fist. Knocking me flat on my back, "You think you're so tough!?" She demanded, having flown completely off the handle. "You're nothing!"

Her fists came crashing down over and over again. I used a combination of my arms and Venom's shielding to fend her off. While Venom himself reached out beneath the surface, the dirt had been so shaken up by her pounding that he could send his tendrils through it with ease. And Titania was focused solely on me, she had no idea what we were capable of.

"I'm the strongest!" She shouted at me, "I'm the one who survived! You're just a brat! A brat who got lucky!"

"Gnngh! Hnngh!" I cringed with every impact of her fists. "Sounds more like, you're trying to reassure yourself... Are you afraid?" I questioned, my glowing blue eyes staring up into her own. "Are you afraid you're going to lose?"

"SHUT UP!" The earth trembled as I dodged her punch, moving my head to the side and letting it strike the dirt. Grabbing her by the arm, I brought up my legs and planted them against her ribs, kicking full force and knocking her back. Giving me room to get up while Titania continued her raving and advanced once again. "Scared?! You're a child!" The poor woman, blinded by her anger she didn't even notice what was going on. "You're NOTHING compared to me!" Cocking back one of her mighty fists. "Why would I be scared of you!?"

I didn't need to dodge it this time. I felt the power coursing through me as Venom filled the tank. So I caught her fist with both my hands. The impact still shook my body, and my arms trembled holding her back. Titania's widened, surprised by my seemingly newfound strength.

The shock seemed to bring her back to reality, the sound of crunching and other disturbing noises around us drew her eyes. Horror quickly filling them, as she watched my tendrils sticking out of the ground and consuming the bodies of her men. Before she looked back at me, her fear evident in those beautiful eyes as all her bravado and anger vanished.

"Because, bitch!"

Oh it felt so good, so cathartic, to see her like this. Afraid, weak, vulnerable.

"I eat people!"

Her fist had lost all forward momentum, and in her stunned state Titania was wide open. I pulled her forward by her wrist my left hand, while my right arm cocked and began to swell up. Bulging with muscle, as I funneled all this extra power right into it.

I slammed my knuckles right into her perfect jaw, stepping into the punch and carrying Titania right off her feet before driving her down. Slamming her body into the ruined street, the sheer force behind the blow made the loose dirt explode upward. Creating a mushroom cloud of dust and debris, while deepening the floor beneath us into a crater. The shaking earth caused nearby car alarms to go off and lamp posts to flicker.

I pulled my fist back, the extra muscle shrinking down as I panted. Mask melting away while I admired our handiwork. Titania was out cold, mouth bleeding a little but otherwise alive.

Before I had the chance to finish her though, headlights were blaring at us. Causing me to wince as Police pulled up to the scene, helicopters not far behind.

"Freeze!" Great, we were doing this now. "Hands on your head!"

As a formality, I kept them up. Letting my mask form to hide my face, "Relax, I'm a good guy."

"Hey! Hey wait!" Huh? Oh, Eddie... Almost forgot about him. "She's with me! I'm the one who called in." He came limping out of the bakery, panting while holding up his hands as well. "I'm Eddie Brock, you guys got here just in time." Oh, was he kissing ass at the moment? Because these officers completely missed the party...

The officers started to lower their weapons slowly, and I took my chance. "Can you deal with this? I've gotta go help Spiderman."

Eddie nodded in response, "Yeah, do your thing scary lady." Oh right, he probably saw all of that. Whoops. "Go kick some more ass."

"I like him, I think we would be compatible." Venom chiming in with those crazy ideas, yeah right.

Now to find Peter, capture the Prowler as well and hopefully finish what we started at the CIT.

Easier said than done I think...