Ben POV

As if Ben didn't think this day could get any more surprising.

Ever since he'd breathlessly shouted over the coms that he found Peter, he figured the team would kick up dust in their haste to follow Ben's signal. It made sense that they'd waste no time in tracking him down.

Still, when Agent Venom stepped in front of Ben, arms braced, legs squared, and back hunched, it took him by surprise. Given that it was Agent Venom who arrived first, Ben would've expected him to hang back and let the creature knock him around a few times before jumping in.

Then again, when he thought about it, that just didn't seem like Flash.

He's heard stories of his old bullying days, with Flash as both tormentor and coward – often running away from a fight despite his desire to "help" Spider-Man. But in the months that Ben has come to know him, he reckoned Flash had outgrown his habit of running away. Still, the idea that Flash was saving him seemed almost fictional.

He didn't acknowledge Ben right away. His head tilted slightly, and his stance tensed as Ben moved to accommodate his injury, so he figured the other boy was listening for him at the very least. Still, Agent Venom refused to look at Ben, and instead cautiously inched toward the hunched over creature as it crawled out of the mess of mortar and bricks, white and brown dust powdering its immense shoulders.

"Spidey?" Agent Venom asked, dipping forward a few more steps, as if testing the waters. "Peter? Is that you?"

The ensuing moment was quiet. Calm. A moment of blunt, world-stopping silence that raised the hairs on the back of Ben's neck. A low hiss slithered and crawled through the air, hollow and sharp, and the only warning Agent Venom had was the creature bracing it's arms on the ground, talons digging into the cement, before it was running at him at full speed. It slammed Agent Venom into the opposite building before the boy even had a chance to think about dodging and repaid him for his early interference by cracking the wall with his body.

Thankfully, Agent Venom was a bit more prepared than Ben had been and lifted his legs, back braced against the wall, and kicked the creature square in the chest. It stumbled off, and without hesitation, Agent Venom flipped up onto the wall, sprang off it, and rammed into the creature shoulder-first.

They hit the ground and this time it was the creature's body making a crater in the ground.

Ben winced and groaned as he made the wobbly climb back to his feet, using the dumpster he'd been impaled against as foundation so he didn't face-plant the piles of garbage propped around him. Blood seeped through his fingers where he held his shoulder, staining his favorite hoodie, but he forced himself to focus on anything but the heavy laxness of his arm, as he was not prepared to handle the amount pain that would come with an injury of this magnitude. Besides, if that creature thought a bloodied arm was going to stop him from fighting, then it had another thing coming.

From the ground, the creature latched onto Agent Venom's body and threw him down the alleyway, before rolling to its feet and rounding the hero again, head-cocked and tongue curling like a predator assessing its new prey. It was making that eerie hollow hissing noise in the back of its throat with movements that seemed almost otherworldly – quick jerky movements, more like twitches than anything. The kind of strange spasmodic potency that made people so weary of spiders. Movements that were as rough as they were smooth. It's head cocked eerily to the side, tasting the air again. Ben wondered if it could truly taste the tension.

It's observations only lasted seconds before it's head twitched and it looked up, only to get a face full of white luminescent light. Dagger landed behind the creature a moment later, opposite of Agent Venom. Like rain, the rest of the team trickled down too – Kid Arachnid on the wall, White Tiger near a trashcan, Iron Spider hovering in the air, Squirrel Girl on the fire-escape, until they all created a tight, albeit loopy, circle around the creature.

"That's him?" Powerman asked, looking the creature up and down. He winced and braced his arms in front of him, "Sweet Christmas."

"Spidey?" White Tiger said, risking a step forward.

Cloak hovered above them, his face fixed into a nervous grimace. "Yeeaah, I don't think he's in control of himself," as if to prove him right, the creature hissed, baring its teeth.

It was twitching nervously now. Skittishly. Jerking around constantly so it could keep an eye on all of them. Being surrounded, that meant a lot of spinning. In other circumstances, Ben might've found that image mildly amusing, but any amusement to be felt withered like a dying plant when the disharmonic eyes glaring from its face split into three separate eyes, each moving to a different side of the head so the team was being watched from all angles.

White Tiger backed up when a hysteric white eye turned on her, the red around it wrinkling into a bristle furrow. The creature flexed its fingers and long, jagged claws grew from the tips.

"Well, it's testy," she said, unsheathing her own claws. "Keep your distance," she leveled her own glare at the symbiotes and added, "For now."

Iron Fist extinguished the glow encasing his hands, "I believe it'd be wise if we didn't close in on him yet, Tiger. This many people circling him - it's only riling him up. We must act cautiously."

"It's not like I was just going to rush him," Tiger muttered, "But I get what you're saying. We've already lost him once. Let's not lose him again."

While they wanted to avoid a fight, especially in an area where civilians could just glance down the alley and see what the commotion was about, they couldn't let their guard down. The chances of this remaining peaceful was laughable.

"So...what do we do?" Kid Arachnid asked fretfully, pulling himself farther up the wall, watching as the creature hunched down, falling into an ever-familiar crouch. White, red, and black tendrils were squirming from the writhing body, like a bunch of unearthed worms. "Are we supposed to try and reason with it?" He cupped his hands over his mouth, "Hey, would you please give us Spider-Man back?...Please?"

Triton gave Kid Arachnid a weird look, "I do not think that will work."

"Yeah, well, I wasn't serious," but his shoulders bunched, and he muttered quieter, "well…not completely serious."

"I don't like this," Squirrel Girl said, "I know I haven't really fought a lot of, uh - symbiotes before. But I've watched those clips you've all shown me and I remember there being a lot more," she curved her fingers to replicate claws and swiped at the air, "you know, growling, clawing, and destruction and stuff."

Iron Spider landed next to Agent Venom. One of the creature's eyes zeroed in on him as soon as the clang of his metal feet hit the ground.

"You're right," Iron Spider said, "I've examined Agent Venom's symbiote and the footage from the Carnage outbreak - to get a sense of what we should expect, you know - and there are several things that just don't line up. Symbiotes have always had a few characteristics that they've shared, excessive aggression and a fierce protective nature for their host, for example. This symbiote – er, well," he cocked his head, "symbiotes all have that, but this one behaves differently. It's not as wild or unorthodox as the others. It's calmer, more controlled, and more...focused."

"It's cuz their protecting their host," Agent Venom muttered, though his gaze never strayed from their target. Aside from his clenched fists and the braced stiffness of his posture, he would've looked entirely emotionless. "A symbiotes first priority is to keep their host safe."

"Right," Iron Spider said, nodding, "Cause of their reliance on each other. Without the host the symbiotes are nothing."

Agent Venom huffed, "It's more than that. Once a symbiote bonds to you it doesn't just rely on you to survive, you form a connection with it. An understanding. You become more than two things relying on each other, you become one. They're 'protecting' Spidey not because they need him to survive, but because they think we're trying to harm the both of them."

Huh, Ben's never really thought of it like that before. For a weird, sludge creature with attachment issues, he never really gave the symbiote much thought. Of course, he'd been briefed about every member of Spider-Man's team before he infiltrated SHIELD, and he knew the symbiote could prove challenging, but after a while, the lines between symbiote and Flash had blurred. Eventually they just became...the same. They were both Flash, just as they were both Venom, and it was strange to think of them as two separate beings.

Ben limped forward, the grip on his arm tightening with each step. His skin burned as if someone had lit his arm on fire, and the muscles beneath felt as though someone had sprinkled powered-glass over them and proceeded to rub it in. Every movement was as striking and painful as the last, but considering he hasn't keeled over yet, he could safely assume that the adrenaline hadn't worn off. As soon as the endorphins stopped flooded his body, though, he'd be down for the count.

Dagger must've spotted him. She angled toward his bleeding posture, so she could keep an eye on him and the creature at the same time, and took in his injured shoulder and hunched body. He probably looked worse than he imagined. Bloodied clothes, one arm holding his shoulder, scraped hands, hunched shoulders, snapped ribs, cuts, bruises, and he was pretty sure he had a concussion too – he was a walking, bleeding injury just waiting for someone to slap a band aid over him.

"We need to get Scarlet back to the Academy," she said and looked up at Cloak, "I know you're still hurt, Tyrone, but he needs help."

Cloak looked down at Scarlet and looked away with a sigh, "I agree," he mumbled, "But..." he looked over the team, eyes furrowing, "What about you guys? What if you need a quick escape?"

"We could use him to get Spidey back to the Academy," Nova piped up.

"But Scarlet's literally bleeding out in front of us," Dagger argued. To Scarlet, she said, "Here, let me just," and helped him press down on the wound. Ben grunted, but let her. He didn't want to leave yet, but there was only so long he could go before blood loss started getting the better of him. But he couldn't just leave, not when they were so close.

"I'm not going anywhere," he rasped, "I can still help."

"You're hurt," Agent Venom said tersely, not even sparing Ben the decency of a glance. "You may want to help, but that's gonna be hard if your injured like that. Believe me, coach never let me play a game with a sprained ankle, and that looks like a lot worse than a sprain."

Ben grit his teeth, and it wasn't just because Dagger had taken that moment to press her hands harder against his shoulder. His blood was probably gonna stain her costume.

"Would you leave?" he demanded. "If our roles were reversed, would you go back to the Academy with him right here?"

Agent Venom didn't respond to that.

The creature was getting riled up now. All the talking and standing around probably didn't sit well with it. It hissed again and inched forward, shoulders bunching, ready to lunge, it just couldn't seem to settle on who to pick as a target. Its eyes shifted and roamed over its head, all 3 pairs squinting and glaring as they surveyed the group. The teens shot back into a defensive station, most hoisting their assorted weapons up again, or preparing to boost their powers.

"We don't have time to argue about this," Tiger said, "Scarlet," she pointed at Ben, "I know you want to help. You called this in and you want to see it through, we get it. But with an injury like that, you'd only be slowing us down."

True words that felt like rubbing his skin with sandpaper and lemon. An uncomfortable, raw truth. For how hard he was clenching his jaw teeth, he almost worried that he would crack a tooth. When he looked around at the rest of the group, they all couldn't meet his eyes. It could've been because they were giving the creature their complete and undivided attention, but he could tell they agreed with White Tiger. Even those who were willing to give him a second chance thought it'd be best if he left. He supposed, in a technical sense, it would be better.

He was a liability like this, that much was true.

But he wantedto be the one who brought Spider-Man in. He wanted to be here to rein in these symbiotes and bring their friend back to the Triskelion. Apart from getting Peter back, it might be the one thing that could get them all to trust him again. Maybe that was selfish of him. Maybe his reasons were self-centered, but he just wanted all of this mistrust and paranoia to end. Every day it waned on him more and more, and the regret for what he did only seemed to be getting bigger. It was swelling up inside him, pushing against his ribs and lungs, crushing his intestines and flattening his skeleton. Sooner or later, he feared he'd just pop and do something irrational that would land him right back in square one.

He didn't want to bring Peter home for the glory, all he wanted was to prove that hurting Spider-Man, and the team, was the last thing he'd do. That he was here to help them as a comrade, member of the team, and maybe even as a friend.

"I just-" he started, but there was no more time for talking. The creature hissed and lunged forward, its patience spent. It went for the closest person.

White Tiger evaded its claws and flipped backward, landing on the dumpster and springing up onto the fire escape. She jumped down and tackled the creature, using the momentum to push it, but hopped back in time to evade a gruesome claws-to-the-stomach. The rest of the team descended.

The creature whipped around, having gone from passively aggressive, to all out hysteria within the span of seconds. Dozens and dozens of tendrils lashed at anyone that got close. Some were sharpened to a fine point, other's blunt and solid, and the remaining dotted with jagged spines and razors. Most of the team fell back to avoid getting their throats and stomachs slashed open, but Powerman surged onward as the tendrils bumped harmlessly against his skin, shredding his costume, but leaving him ultimately unharmed.

"Not gonna work on me," he grunted, grabbing the symbiote, "C'mon Spidey, I know you're in there. We're gonna get you out!"

The creature grabbed him by the front of his costume and raked its claws and teeth savagely against him. When nothing seemed to happen, other than shred the top of Powerman's suit, it threw the boy into the building where he disappeared in the rubble with nothing but a loud shout to indicate where he'd gone.

"Cloak, get him out of here," Dagger said, pushing Scarlet toward him.

"No, we can teleport Spidey back to the tricarrier," Nova said, shooting a few beams at the creature, "We can put him in a holding cell or something till we get this off him. Scarlet can hang back for now."

"He's bleeding out."

"It's fine," Ben insisted, "It's not the first time. I'll be okay," he lifted his good arm, but before he had the chance to leap into the fray, Dagger pulled him back.

"Nuh-uh," she said, "No. Scarlet, you're going to hurt yourself worse. I know you want to help but hurting yourself and making your injury worse is not the way to go about it. You need medical attention. We can handle it here."

"She's right," Agent Venom said, warding off the creature with a few well-placed missiles. "Get out of here already. You don't need to be here. You're just in the way."

Ben glared at him, jaw tight. "The only reason you say that is because you're still pissed at me," he accused savagely, "Look, punk, I'm trying over here, alright! Maybe if you got over your own issues, we wouldn't be having a problem right now!"

"Like hel-" Flash started to say, before several strands of the creature wrapped around him and pulled him unwillingly into the battle.

"Issues?" Nova parroted, shooting away several spikes that tried to impale him, before reaching in and grabbing Agent Venom out of the mess. "Why do we have these issues in the first place? Yeah, we're still bitter. Wouldn't you be if someone you trusted stabbed you in the back? Or have just never trusted anyone?"

"I'm trying to change!"

"Yeah," Squirrel Girl said, she jumped up on the fire escape, weaving in and out through the bars before dropping down on the creatures shoulders and twisting them to the side. "We can see that, but that doesn't stop the fact that we're still getting used to this too. You're not the only one dealing with the repercussions of that battle, Scarlet. It doesn't stop the paranoia, or - or concern or even the fear that it might happen again-" She yelped when Iron Spider grabbed her wrist and pulled her away before the creature's jaws clamped over her head.

"Well I-"

"Enough!" Iron Fist slammed his fist into the ground. A rippling wave of gold light exploded from the contact, cracking the ground and knocking the creature away. It rolled across the cement before coming to its feet, hunkering low like a ragged dog, teeth bared and claws tearing grooves into the ground. It hissed, gave them a quick look over, before twisting and jumping onto the wall, crawling up the side quickly.

Iron Spider burst into the air, repulsors charging up with a whine, "We can't let it escape!"

"Not on my watch!" Dagger growled and lurched forward, over her shoulder she shouted, "Scarlet, just get back to the Triskelion and we'll handle it later. Cloak take him!"

"We need to get Spidey back to the Academy!" Miles burst, following Agent Venom up the wall while shooting several webs that attached to the creatures back. They pulled, yanking it down several feet. "We're running out of time."

"We don't even have a containment unit prepared!" Powerman argued, rushing after them. "We can't just drop him off at the Tricarrrier and endanger all those agents without warning them first."

"Then what are we supposed to do?" Miles demanded in frustration, "Are we supposed to endanger all the civilians out here? Those agents are prepared for this kind of thing. Besides, we don't exactly have a lot of time on our hands to think about it!"

Iron Spider and Cloak stopped the creatures escape to the building rooftops by landing in front of it, fighting it back. Agent Venom and Miles shot several webs again, grabbing its back, arms, and legs, and yanking it down completely. It landed inside the dumpster it pinned Ben against earlier, huddling in on itself and hissing angrily over the top. It's monstrous shoulders began to rise, but Squirrel Girl knocked the lid down, sealing it inside.

"This isn't going to hold him for long," she grunted, straining to hold down the lid as Powerman and White Tiger rushed to her side to press their weight on top with her.

Iron Fist turned toward the remainder of the teams, fists extinguishing like a gaudy golden fire. "You need to stop your fighting," he said, glancing between Dagger, Agent Venom, and Ben. "This in-fighting is blocking us from our goal, which – if you've forgotten - is to bring Spider-Man home safely. For now, let's put our differences aside and work together," he turned to Agent Venom and Miles, "Web down the dumpster as tight as you can," he turned to Cloak, "teleport him to the Academy, into one of the max-prison cells designed to hold super-villains."

"I haven't seen many of the supermax cells," Cloak admitted, "But…but I think I got it."

"Good, let's go."

It was a good solid plan. If only it had gone well.

Agent Venom and Kid Arachnid only managed to cover half of the dumpster with webs before the walls dented. Heavy thuds, scrapes, and hisses erupted from within, crazy and erratic in nature.

"Hurry!" White Tiger growled, just as a ferocious clang reverberated from the lid and the three teens holding it when flying as the top burst open. The creature emerged from inside, pulling itself from the garbage and muck like a monster crawling out of a lagoon, looking far angrier than it had before.

Long jagged spikes grew from every spot of red on its body, glistening like oil, sharp, and poised as if to keep them at an arm's length. It opened its mouth as if to roar, but nothing came out, though it did give a distinctly clear view of its rows of teeth.

Grabbing the corner of the dumpster, the metal denting like putty under its hand, the creature hurled it blindly. The team dodged the attack easily enough but watched, horror-struck, as the dumpster clipped the building behind them and hurtled down to the open people looming at the alley mouth, watching the fight from outside with their phones out, gasped and shrieked, backing up wildly. Agent Venom shot two web-lines that snagged the dumpsters corners, yanking it back, and it landed heavily in the alleyway, directly in front of the those who had been frozen in fear.

Ben hadn't even noticed the gathering crowds, but now that he had, he could hear sirens fast approaching in the distance too. The NYPD would be there in a matter of minutes, and who knew how much worse that'd make the situation.

As if it couldn't get worse, the creature's eye's all merged back into a single set and narrowed on gaping crowds. The way it was eyeing them sent a bubble of unease gurgling in Ben's stomach, which expanded tenfold when the creature flipped backward, landed on the building wall, and ripped out a large chunk of brick and mortar. With terrifying strength, it threw the pieces - not at the team - but at the wide-eyed on-lookers who, at the last minute, were desperately trying to disperse.

One clipped the side of a man's head, knocking him unconscious instantly. A mother turned inward, protecting her daughter from the onslaught, and another chunk hit her in the back, and she fell forward right onto her child. Iron Spider blasted the rest before it could do any more damage, but now that the creature found their Achilles-Heel, it wasn't letting up.

It grabbed anything it could find and threw it at anyone it could see, and when it ran out of ammunition within reach, its chest expanded rapidly, as if it were taking a deep breath, and it slashed its arms in the air, sending spikes shooting out like porcupine needles.

"Get the civilians out of here," Powerman roared, blocking a spike with his arm. "Unless you have invulnerable skin or a danger sense, find some cover."

"I have spider-sense," Kid Arachnid said, quickly dodging spike after spike, "and I want to find cover." He twisted backward, grabbed a trashcan, and landed behind it as several barbs punctured the sides, nearly skewering him.

"Come on," White Tiger said, twisting around as she dodged projectiles and landed near the mouth of the alley, "Superhero 101, guys. We can protect ourselves, the civilians can't. They're our priority."

"I'll distract it," Iron Sider said, flying into the air. He fired up his repulsors and shot several long beams to get the creatures attention, "Over here, ugly! That's right, leave the civilians alone you symbiotically prone excuse of spliced deoxyribonucleic acid gunk!"

Kid Arachnid followed him, shooting globs a webbing into the creatures eyes, "I think you're quips are getting better," he said, "I mean, I didn't quite get it, but I'm sure someone might've."

Ben crouched behind the fallen dumpster using the moment to web his arm into a sling. He included a thick patch of webbing on his bleeding wound to stop the flow, and steeled himself, preparing to head out again.

Dagger grabbed his arm before he could, "Ben," she said, earnestly, "Go back to the Academy. Now. Or stay on the sidelines at least. We'll take care of this."

Ben yanked his arm out of her grip, teeth baring, "Stop," he snarled, "Just stop. You're not helping me by doing this. Just lay off, Dagger, and leave me alone."

She recoiled, surprised by his sharp tone, and a twinge of hurt furrowed between her eyes. But it was replaced quickly with a glower. "You are slowing us down," she said, pure, honest, and brutal. "Get out of here before you ruin this entire mission." She got up and didn't pause for another second as she launched back into the fight.

Ben tried to swallow down his guilt. It felt like that was all he could do these days. An endless myriad of guilt and hate that was chipping away at him inside. He shouldn't have snapped at her like that. Dagger was one of the first of the teams to put her trust in him, and he'd repaid her by telling her to shove off.

"Good going," he muttered aggressively and got to his feet.

The creature was trying to make another escape, but it couldn't even crawl up the wall without getting knocked back down. The teams were moving against it, following the orders of White Tiger and Iron Fist.

Out in the streets, the sirens were closer. The cops were almost upon them.

He stepped forward, looking for the best way to help, but hesitated.

They were right. He needed to be in top form if he wanted to take down this creature, and he couldn't do that with only one functional arm. They'd have to worry about his safetyAND taking down the creature if he got involved, which took precious time from protecting themselves. He would only drag them down. He watched sullenly as Cloak disappeared and reappeared behind the creature, trying to teleport it to the Academy where it'd be easier and safer to contain. But the creature was faster and despite Powerman, Nova, and Iron Fist blocking it in, it evaded every attempt.

Then it did something they weren't expecting a second time. Without warning, no change in its position, or even a deep breath, the creature swung out it arms and a wall of spikes and barbs ripped through the air. There was barely enough time to run for cover. Some of the students made it. Some of them weren't fast enough.

Ben peered back over the dumpster that he'd leapt behind and shot to his when he heard a cry of pain near him. He found Miles on the ground, bunched in on himself and hand curled tightly around his stomach. Ben followed the long, red spike sticking in the air, down past Kid Arachnids white-knuckled grip, where it had impaled itself deep into the younger boys gut.

Ben felt his breath leave his lungs in a puff of smoke.

"Miles!" He gasped, skidding to his knees next to him.

"I –" he sucked in a sharp breath, "I think it got me," he was forcing the joke past his teeth, but the humor was lost in his piercing cry as Ben gently turned him over so he wasn't bent in on himself.

"Don't move," Ben ordered, "And don't take the spike out," he glanced around, hands hovering over Kid Arachnids small body.

Miles wasn't the only one who hadn't been fast enough. Squirrel Girl was favoring her left side, where a spike had clipped her, Nova was up against the wall, clutching his thigh where a small spike was protruding from his flesh, and Triton was flat on his back with two spikes sticking out of his shoulder.

Ben felt something hot and angry boil under his skin and he glared at the creature. It didn't even look fazed. In fact, the red part of its face was grinning wider, and as it surveyed those it had hurt, it's shoulders bobbed up in down in silent, gleeful laughter.

It reveled in the pain it was causing, drank it all up as if it were an elixir. Where was Peter? Couldn't he do anything? Were the symbiotes forcing him to watch this? Were they feeding him the pain of his teammates and trying to pass it off as pleasure?

Something dark and twisted pierced Ben's heart.

The only thing that kept him from sprinting at the creature in blind rage was the pained groan from the boy next to him.

Agent Venom must've been feeling the same thing. He let out an angry roar that sounded more symbiotic than human, and lunged at the creature, all sense of caution gone.

There were only a few times Ben had seen Flash's symbiote act out. The first time had been on Hydra Island, when Spider-Man was "rescuing" Ben and Flash – and even then, the symbiote had been in the custody of Kraven, not the blonde-haired boy with a hero fetish. The other rare occurrences had been small things, like making him bigger, deepening his voice, or forming gnarled teeth out of his mask. But his transformation now was on a much grander scale. He grew in size, thick, corded muscles building over his body, a slit appeared in the mask, widening until a mouth full of teeth gnashed at the creature and a long red tongue coiled in the air. A growl bubbled in his throat, so dark and deep it belonged at the bottom of the sea.

Flash and the symbiote only ever acted like this when they felt threatened. Or, like now, when those they cared about were threatened.

The creature stumbled in surprise when the more aggressive Agent Venom attacked. In fact, they seemed so caught off guard that Venom – the boy was practically gone at this point - easily got in several good hits that knocked the creature into the ground. Ben fidgeted, stifling the urge to run over and assist, but couldn't bring himself to leave Mile's side. The younger boy was moaning in pain, one hand clutched around the spike in his gut, blood seeping through his fingers, and the other curled so tightly into Ben's sleeve that the fabric was almost to the point of tearing. Just looking at him sent a crazy sense of worry through Ben and his knees remained firmly planted.

He wasn't going to leave Miles in a condition like this.

But a worm of doubt wiggled its' way into his heart, feeding on his unease like a parasite, when he heard another a shriek.

The creature had snapped out of its daze and was lashing out at Venom once more. Dozens of sharpened spikes grew out of its bodies and Venom jerked back to avoid getting impaled. Using the distraction, the creature thrust upward, grabbing Venom by the neck. It dug its claws into the chorded muscle around Venoms throat, and like water dribbling down a window, the white tendrils of the creature slid down. The red and black parted for it like it was a disease, merging side by side again as the white pooled into the creature's hand. As soon as the white made contact with Venom, Ben heard a sizzling burning sound and Venom was suddenly writhing under the touch. Flash was screaming. Venom was shrieking. A duet of pain and agony that the creature slurped up like a sadistic drunk.

Its tongue curled grotesquely from the barrier of its teeth, licking Flash bare face as Venom began pulling away, hiding within the fleshy confines of its hosts body. It was tasting him like it had done Ben, trembling with the eagerness of a starved animal. Its jaws opened, mouth salivating.

"Flash!" Ben shouted, but he couldn't move. Even if he didn't feel encased in ice, he knew he wouldn't have made it in time. He wouldn't have been fast enough, not with snapped ribs and one functional arm. Flash was going to be eaten. He was going to die from the fate that should've been Ben's.

For the second time that day, the creatures terrifying mouth snapped down.

Only, instead of the squelch of teeth on flesh, a sudden pitch of sound erupted in the air and tunneled straight into the creature. With silent shrieks, the creature thrashed and jerked, shrinking in on itself as thousands of tendrils and strands bubbled and writhed like a messy pot of sludge. It dropped Agent Venom in favor of stumbling away, careening sideways and almost landing on its knees.

Seeing the opportunity, Iron Spider pulled heavily to his feet, looking banged up and exhausted, but swooped in and pulled Agent Venom out of the line of fire. In their haste to escape, Cho must've forgot to hit the brakes and they both thudded against the wall, collapsing in a heap. Agent Venom was motionless. But they were out of reach of the creature, so it was better than nothing.

The pitching sound stopped briefly, and the creature wearily straightened, swaying on its feet. It barely lasted a second before another barrage of ringing noise washed over it and it doubled over again. A shadow passed over ahead and something dark and green swooped down. At first Ben thought it was a giant bird, but it took him a second glance to recognize it as someone else.

Vulture had joined the party.

Ben knew little about the bird-boy and has only seen him a select couple times. He'd been under the impression that Vulture was aloof and paranoid, and a person who preferred to stick with the shadows till he felted inclined to attack. What was he doing here?

Vulture swooped and circled over the creature, beak parted as wave after wave of sonic energy crashed into it. Baring its teeth nastily, the creature tried to grab Vulture out of the air, of whom had to cut his scream short in order to dodge the clawed hand. Regardless, he quickly swooped back around and screamed again, and the creature shrunk back, clutching its head so violently it was a wonder it didn't crush its own skull. It tried another, albeit feeble, attack and when that got nowhere, it hastened away from its little, yet mighty, attacker.

Given the distraction, the rest of the students took the opportunity to pick themselves back up. "Help the wounded," White Tiger ordered, kneeling next to Triton to get a look at his wounds," We need to get them clear."

Ben tore his eyes away from the creature and its dance with Vulture and forced his attention back at Miles, who wasn't looking any better despite his raspy, "I'm fine, I'm fine. He barely got me."

"You've got a knife in your gut," Ben said, carefully lifting Miles bridal style. "I think it got you," His arm screamed bloody murder at him to put the boy down, and he had to diverge most of the boy's weight on his other arm lest they both collapse in pain.

"S'not a knife," Miles mumbled, though it lacked any vitality.

"Knife or not, you're bleeding all over me," Ben grunted, feeling only a little better when Miles chuckled softly. "Let's get you to Connors."

Ben took a step toward the alleyway mouth and Miles wriggled in his arms, clutching onto the front of Ben's bloodied hoodie. The movement sent another spike of pain in Ben's shoulder and he nearly dropped the boy completely.

"Can't leave," Miles grunted, "P – Peter needs my help."

Ben followed his eyes back to the creature, which was stirred up in a frenzy now, attacking Vulture with abandon. Swiping, biting, slashing, crushing. Spikes were growing in and out of its body in agitation, and Ben worried that it'd shoot them again. Iron Fist and White Tiger must've noticed too, as they more urgently encouraged the team to get out of the line of fire.

"You're hurt, Miles," Ben said, "We need to get you medical attention."

"But you stayed," Miles whispered, and Ben stopped, dumbstruck. He's heard of the tables turning, but to so eloquently bash him in the head with the proverbial hammer. He couldn't even deny it, because this was exactly how he'd been acting when they told him leave, knowing he couldn't fight in his state.

And here he was, staring back at a mirror.

What a hypocrite he was.

"That…was my mistake," Ben admitted, "I should've left to get help and trusted you guys to bring him in. That was on me. But we've both got to trust them now, okay."

Miles still looked like he was going to put up a fight, so Ben played his best card, "Would Peter want you to fight in this condition?"

The younger boy thought about that and deflated, "No," he whispered, and Ben nodded. His eyes were beginning to tear up as the pain in his shoulder heightened. Even with most of the weight in his other arm, if he didn't put Miles down soon they were both going to be out of action for a while.

The rest of the injured were congregating at the mouth of the alley, beyond them, the police had long since arrived and were sealing off the street. More sirens could be heard, as well as a copter over heard. What a mess this had become.

Cloak was waiting for them, spreading the folds of his cloak wider.

"We need to get them back to the Triskelion," White Tiger said, carrying Triton in her arms.

Cloak glanced briefly at the creature, "What about-"

"I know," she said, and Ben was surprised when her voice broke a little. "I know, but they need medical attention now, and Spidey…we weren't prepared for this fight. We underestimated those things. But we need to see to our teammates right now."

Cloaks face dropped, "You're right."

Ben turned back toward the alleyway. Vulture, Dagger, Iron Spider, Iron Fist, and Nova were still fighting against the creature, but even with Vulture, their advantage was slipping. The creature was ruthless, foregoing all sense of precaution as it went out for blood. It reminded Ben of a cornered animal, and cornered animals were almost the most deadly.

The last thing he saw was a red, black, and white monsters baring its teeth as it snapped and clawed at his teammates. The last thing he could think was that somewhere in that mess, Peter Parker was at its center.

Then darkness enfolded them as Cloak teleported away, but Ben couldn't seem forget the look of grief in Peter's Parkers face when he'd run from him back on the street corner.

Go away.

So that's exactly what he did.

*barges in* STILL ALIVE!

Now, I know what your thinking. This has been going on for a while, why can't they just save Peter already? This is taking forever. End the suffering! But hey, this is all going according to plan. I've got it all detailed out in my planning pages – so sit back, because the rides not over yet.

Haven't updated this in a while because things have been banana bonkers for me, and aside from crippling Writers Block that I've been boss-battling for weeks now, I'm almost participating in the SpideypoolBigBang, which has taken up a LOT of my time.

But the Big Bang is coming to a close soon, so hopefully that will clear up my writing schedule and open up time for some more love for RM and the rest of my USM stories. I will not abandon my babies. You have my word.

I've mentioned this before, but I'll mention it again, I have created a Ultimate Spider-Man discord server, and if you would like to join, then please please please message me and I will send you a link.

Anyway, hope you guys enjoyed this chapter. Lucky for us, the next chapter is already written! Just needs to be edited and I can send it on its way! :D

We'll see you next time!

-OfficialUSMWriter