My name is Peter Parker and I am the Spectacular Spider-Man. Or at least, I was, until my best friend, Harry Osborn lost his father. My best friend's dad, Norman Osborn was the Green Goblin and he did a lot of damage. The worst thing he's ever done was that he framed his own son and then he tried to get rid of me. What happened next was that Norman got himself killed with hundreds of his pumpkin bombs. After mourning the loss of his father, Gwen Stacy—the girl that I loved the most, decided to be with Harry Osborn. As for me, I chose to take a break from being Spider-Man because I felt guilty for not being able to save my best friend's dad. But Norman was the one who invented the green that made him into a psychopath and a monster. So, three years have passed and right now, I'm very uncertain if Harry's wounds have ever been healed from what his father had done. But all we know is that Norman Osborn and the Green Goblin are dead. I wanted Gwen to know how much I feel for her, but right now she's with Harry Osborn and I don't think that she'll ever know that I am Spider-Man and I would do anything for her. Because I love her. Gwen means the world to me. But I don't know how she would react if she learned about my secret identity. Would she hate me for keeping secrets from her? Right now, I'm trying to move on with my difficult life as Spider-Man and my normal life as Peter Parker.


It was 7:43 A.M. in the morning when I woke up. My aunt, May Parker, was cooking some eggs and bacon in the kitchen. I went downstairs to see how she was doing, just to make sure she was in good health. Aunt May was this amazing woman with silver hair and she wore glasses. She took care of me along with my late Uncle Ben after my parents left and never came back. I've always believed that my parents were dead or missing. I remembered my mother and my father when I was just a kid. My father, Richard Parker was a brilliant scientist and he was a good man. My mother, Mary Parker, was a fine woman with dark brown hair and she had this warm, sweet, and tender voice that made me feel safe. She would read me stories before I would go to bed and she taught me how to read. Nobody knows what happened to my parents or where ever they could be located, but for as long as I can remember, I was raised by my aunt and uncle after my parents left. I pulled out a chair and sat down when Aunt May came with some breakfast before she spoke to me.

"Good morning, Peter. How are you feeling today?" My aunt asked me.

"Fine. I'm fine." I told her.

"Here, have some breakfast." My aunt offered me a plate of bacon and scrambled eggs.

"Thank you, Aunt May," I said politely before grabbing a fork.

"You know, I just saw the news the other day," Aunt May began to say, "Tony Stark has invited a few guests over to take a look at some of his newest inventions. They also say that they're going to test some of them to see if they can solve any world problems." she said.

When my aunt mentioned Tony Stark, I almost choked on my food. "I'm sorry, Aunt May. Did you say something about Tony Stark?" I asked.

"Peter, don't you know who Tony Stark is? Why he is Iron Man." My aunt replied, "He's worked on some super technology for years and he made himself an iron suit that gives him the ability to fly and shoot lasers." she explained.

"Oh, now I remember," I said with my mouth full. Aunt May looked at me with a frown.

"Peter, don't eat with your mouth full, please." She asked.

I gulped my food before I grabbed a napkin to wipe my face. "Sorry, Aunt May." I apologized.

"Y'know, Peter. Tony Stark might be interested in meeting a young scientist like you." My aunt said.

"Really?" I asked, feeling a bit excited. "Do you think that Tony would want me to work for him at Stark Industries?"

"Probably." Aunt May replied, "But don't you already have a job?" she asked.

"Yes, I still have a job as a photographer at the Daily Bugle," I said while sitting up straight.

My aunt smiled at me. "Of course. Peter, I love you. If Ben were here right now, he'd be proud of you." she said.

"He'd be proud of me too," I responded as Aunt May and I smiled at each other.

Aunt May gave me a warm hug before I finished eating my breakfast and went over to high school. While I was studying in class, I couldn't help but think about Uncle Ben, my late uncle who once told me that with great power comes great responsibility. My uncle would still be alive to this day if I didn't let Black Cat's father murder him. Black Cat used to be my partner before we parted ways. When the bell rang, I walked through the halls and I saw a poster of Tony Stark and the poster said, 'Come over to Stark Enterprises and see the latest scientific inventions starting this Friday at 10:58 A.M.' I could not help but feel like I was about to meet my hero before Flash Thompson came over to tease me.

"Hey Parker," Flash said to me with that smug grin on his face.

"Hey Flash," I said, not feeling happy to see the school bully.

"So I take it you're interested in meeting Mr. Stark at Stark Enterprises," Flash said.

"What? No, what makes you say that?" I asked, feeling surprised.

"You were looking at that poster, weren't you?" Flash pointed at the poster I was looking at.

I looked at the poster and then I looked back at Flash. "I was just reading it, Flash," I told him.

Flash Thompson was about to tease me when we heard a feminine and familiar voice. "What are you doing now, Flash?" It was from Mary Jane Watson.

"Oh, hey MJ." Flash greeted Mary Jane. "Peter and I were just talking about the event happening at Stark Enterprises," he said.

"Oh really?" MJ said as she raised an eyebrow. "Because it looks like you were about to pick on Peter again," she said suspiciously.

Flash Thompson looked so surprised that it almost made me chuckle. "What?! No! I wasn't trying to pick on..." his response was cut off by a loud sound of a microphone before an announcement came.

"Good morning, students! This is Phil Coulson speaking. As you all know, an exciting event is happening at Stark Enterprises and it won't be happening until Friday. If you're interested in going to that event to see the Invincible Iron Man and his latest new inventions, please sign up for that event. This is Phil Coulson, over and out." the announcement was over.

The students in the hallways continued to do what they were doing as normal high school students when Flash Thompson decided to leave me alone with MJ. Mary Jane and I looked at each other before we began to speak after Flash was gone with his cronies.

"So, uh, how's your day going, MJ?" I asked nervously.

"It's going okay, tiger," MJ replied. "I was just looking for Gwen and Harry."

"Gwen?" I thought, "I haven't seen her in a very long time. Has Harry moved on since his father died?" I was lost in thought when MJ looked at me.

"Peter? Are you alright?" she asked.

I snapped out of it. "Sorry, MJ. It's just that...I haven't seen Gwen Stacy or Harry Osborn in a long time." I said, "Are they?" I was about to ask before MJ responded quickly.

"Dating? No." she said, "The reason why I'm searching for them is that I wanted to ask them what they wanted to do in the near future since we're on our way towards graduation." she explained.

I was surprised for a moment. "Graduation?! I almost forgot about it!" I said.

"I almost forgot about it too, Peter." Mary Jane replied. "Well, I'd better go before I miss class. Bye, tiger!" she said before she hurried to her next class.

"Bye, MJ," I said to Mary Jane before I walked through the hallways.

I decided to go over to a library to use a computer so that I could look up more on the event at Stark Enterprises. Flash was right all along when he said I was interested in seeing Mr. Stark. In fact, I always wanted to meet my favorite superhero in real life. Not only was Tony Stark a genius billionaire playboy philanthropist, but he's also the leader of his team of superheroes called, 'The Avengers'. I remembered back when they saved New York from an alien invasion, how they defeated this villain named, Loki, how they struggled to fight against Ultron and how they fought against a terrorist organization called, H.Y.D.R.A. I idolized Tony Stark who revealed his identity to the world as Iron Man and I wanted to be an Avenger just like him. But sadly, I'm just a misunderstood web-slinging superhero who was often called a 'threat' or a 'menace' by J. Jonah Jameson at the Daily Bugle. But I don't let those things get to me. I was on the computer and I was thinking about signing up to attend the event at Stark Enterprises when I heard a familiar voice behind me.

"Hi Peter." a feminine voice said. It was Gwen Stacy herself!

I turned around from my computer desk. "Gwen!" I said out loud.

"Sorry, I didn't mean to startle you." Gwen apologized.

"It's okay. Gwen, I haven't seen you in years. Where have you been?" I asked.

"I was with Harry at Oscorp," Gwen said before she explained, "I was trying to help him cope with the loss of his father. About three years later, Harry moved on and so did I. Harry wanted me to give him some time alone to think about what he should do with his life. Then I went into this lab when...a spider bit me." she said.

I was surprised, "A spider bite you?" I asked, feeling concerned for Gwen.

Gwen nodded at me before she showed me her left hand. It had a big spider bite on it.

"Oh my--your hand! When did this happen?" I asked Gwen.

"It happened last month. I went to a doctor and he told me that the spider that bit me wasn't poisonous, but it did make me feel strange." Gwen told me.

"What did the doctor say?" I asked.

"He said that...the spider bite was unusual," Gwen replied, "It's almost as if the effects from the spider were a bit more...radioactive." she paused.

Suddenly, my spider-sense started tingling before Gwen Stacy began to lose her balance and she fell as if she were ill. I got her immediately before she hit the floor. I tried to wake up Gwen, but she looked like she was in a coma. I was worried about her now. The librarian then ran up to me.

"What happened?!" the librarian asked.

"I don't know. It looks like Gwen is in some kind of coma. She needs a doctor!" I yelled.

"Call an ambulance! This young woman needs help!" a guy raised his voice.

Later that day, the ambulance came to pick up Gwen Stacy. I was outside with my classmates, including Mary Jane Watson and Flash Thompson. We were all worried about Gwen now. She did tell me that a spider bit her, but something just isn't right. A spider bite doesn't cause radiation to happen inside a person's body. Unless that spider was in the lab at Oscorp and that spider was radioactive! I chose to leave school early and I went over to the hospital to see if Gwen was okay.

"Is Gwen Stacy okay?" I asked the doctor.

"She is okay. She's just in a coma. We'll figure out what's wrong with her." the doctor said.

Gwen Stacy was okay at least that's what the doctor says. But Gwen said that the spider bite was radioactive. If that really happened to her in a lab at Oscorp, then I'm about to find out. I called Aunt May and told her what happened before I asked her if we could buy flowers or a get well card for Gwen. But in all seriousness, I was really worried about Gwen. The one person that I loved the most was ill. I just hope that the spider bite wasn't lethal, but the doctor did tell Gwen that the spider that bit her wasn't poisonous. Otherwise, it would've been much worst. I could actually lose the woman I love.


Meanwhile, at Ravencroft Institute which is located in Westchester County, New York, a psychiatrist known as Dr. Ashley Kafka was on her way to meet with her patient who was sitting in his cell. That patient was none other than Eddie Brock a.k.a Venom. Three years ago, Eddie tried to ruin Spider-Man's life as Venom by revealing his secret identity and by pouring the gene cleanser down his throat in order to make him powerless. Luckily, Spider-Man used the gene cleanser on Venom before the symbiote left Eddie Brock and escaped into the sewers. Eddie got taken to Ravencroft since then and Dr. Kafka became his psychiatrist. She was sitting on her chair taking notes while her patient was telling her about how he became Venom and how he tried to destroy Spider-Man who was Peter Parker behind the mask.

"When the alien symbiote joined with me, we had the power to do everything we wanted." Eddie began, "But first, we have to destroy Spider-Man for all he had done to us! But now there's no more 'us'. Only me. All because of Spider-Man! The symbiote revealed to me that Peter Parker and Spider-Man are the same person because the alien once bonded with him before he rejected it." he said.

"Eddie, we've been through this before," Dr. Kafka said, "Peter Parker is not Spider-Man and this Venom thing that you've been telling us might've been a stress-related delusion brought on by Spider-Man's terrible persecution of you," she stated.

"He persecuted me alright, Dr. Kafka!" Eddie replied, "He humiliated me! He made me lose my job, my reputation, and my symbiote. But all of that will change and I swear that Spider-Man will pay. When I become Venom once more, we will destroy Spider-Man!" he vowed.

"No, not 'we' Eddie. I know that you were wronged by Spider-Man," Dr. Kafka said, "But hatred's not going to help. You have so much potential and together, we're going to get you through this." she said as she held Eddie's hand.

"Do you have to go, Dr. Kafka?" Eddie asked.

"Our time's up, Eddie. We'll continue this tomorrow." Dr. Kafka replied.

Dr. Kafka left Eddie Brock as the guards closed and locked the cell door before Eddie could hear someone taunting him in another cell. It was Cletus Kasady, a skinny red-haired man who was brought in to Ravencroft when he suffered from being a psychopathic criminal and was claimed to be a serial killer. Cletus is one of those people that Eddie despises besides Peter. He hates Kasady not because he mocks him for claiming to be Venom who knows Spider-Man's secret identity, but also because he tries to pick a fight with Eddie more than once. He'll even go so far as if to pick on Dr. Kafka who is not only Eddie's psychiatrist but also the woman he's in love with.

"What's wrong, Eddie? Did Spider-Man get under your skin?" Cletus Kasady taunted, "Or are you afraid that I'm gonna come over to bite you?" he sneered.

"Hey, you! Shut up!" Eddie yelled at Cletus.

"Hey, man. I was only kidding, y'know." Cletus said.

"You'd better watch your mouth, Cletus," Eddie warned. "Just you wait, when the alien symbiote returns to me..." his dialogue was cut off by Cletus' scoff.

"Please, Eddie. Are you really going to talk about your revenge plot? Like that's ever gonna happen like when you first moved into Ravencroft." Cletus said doubtedly.

"It will come! Just you wait." Eddie promised.


The next day, Aunt May and I went over to the hospital to give Gwen Stacy some flowers. To my surprise, my best friend, Harry Osborn was there at the hospital to pay Gwen a visit. I've been distancing myself from Harry ever since Norman Osborn died by his own hand. But now I couldn't avoid my best friend even further. I've given him enough time and space to recover from his loss. I wanted to tell Harry that I know what it's like to lose someone close to you. I didn't know what to say to my best friend.

"Hi, Harry." I carefully greeted Harry.

"Hey, Pete," Harry replied calmly.

"Did you know what happened to Gwen?" I asked Harry.

"I didn't know what happened at the lab, but Gwen did tell me that she got bitten by a spider," Harry responded. "I tried to give her medical treatment, but the bite was hard to get rid of, so we had to take Gwen to the doctor. I thought it would go away, but now it's only gotten worst." Harry said, feeling concerned for Gwen Stacy.

"Don't worry, Harry. We'll find out what's what." I promised Harry.

The doctor came over with a clipboard. "Mr. Osborn? Mr. Parker? It's Gwen Stacy. She's awake and in a better condition." he said.

Harry and I followed the doctor to Gwen Stacy and to our surprise and reliefs, she was in good condition and in good health. Her spider bitten hand had been bandaged and Gwen was happy to see me and Harry.

"Harry, Peter," Gwen said as she smiled at us.

"Gwen, we were worried about you," Harry said.

"How is she, Doctor?" I asked the doctor.

"She's doing better. At first, she was having a headache while she was in her coma, but something must've cured her on the inside," the doctor said, "We checked her pulse and she seems to be okay. From what we've analyzed, Gwen's strength started to increase and her brain had become more highly sensitive."

"So, what does it mean?" Harry asked.

"It means that Gwen Stacy might be changing into some kind of superhuman." the doctor replied. "Whatever the spider at Oscorp did to her, it might have given her superpowers."

I couldn't believe my ears. Did that radioactive spider give Gwen superpowers? The doctor must be joking right? I remembered back when I wore glasses, I was bitten by a spider and I felt the same ill effects that Gwen was having right now before I learned that I have the abilities of a spider. If what the doctor said were true, then Gwen would need someone to help her get used to whatever powers the spider might have given her back at Oscorp.

"No way," I said.

"Doctor, are you saying that the spider that bit me gave me superpowers?" Gwen asked hysterically.

"We're not sure if that is the case." the doctor said.

"Peter? Harry? I'm scared." Gwen said.

"Don't worry, Gwen. We're here for you." I said to Gwen.

It wasn't long before Gwen Stacy's dad, Captain George Stacy, went in to make sure that his daughter was alright. Harry and I wished Gwen and her father good luck before we went back home. Aunt May picked me up from the hospital and she drove me back to our house before it was time to go to bed. Aunt May was relieved when I told her the good news that Gwen was okay. I was in my room getting ready for bed when Aunt May knocked on my door.

"Peter? May I come in?" she asked.

"Sure, Aunt May," I replied.

Aunt May opened the door, then she walked into my bedroom. "We need to talk," she said.

I was confused and afraid at first. "Am I in trouble or something?" I asked.

My aunt shook her head. "No, Peter. It's just that...in the past few years, you've been far away from home now and then. You were always late for dinner, you always returned home late at night before bedtime and you had me worried sick. I called the police station because I was worried that someone might've kidnapped you." My aunt sounded worried and angry at the same time. She was not happy with me.

"Aunt May, I can explain." I was about to tell her, but she interrupted.

"No, Peter. I've always wondered why you take pictures of Spider-Man and I have been trying to figure out where you always disappear to." Aunt May paused, then she continued, "But now...I finally understand. You, Peter Parker, my nephew, are Spider-Man." she said.

I was shocked. How did she figure out that I was Spider-Man? "Aunt May, this isn't what you think." I tried to make up an excuse, but my aunt was certain that she knew all along.

"Oh, come on, Peter. It's quite obvious," she said. "I wished you could've told me earlier."

I was speechless. How did Aunt May find out my secret identity? "May, I'm sorry. I wished that I could've told you earlier that I was Spider-Man all along. But I was afraid that if word got out, I would lose you the same way I lost Uncle Ben." I said to my aunt.

"Peter. You need to understand that secrets can sometimes be very harmful and they can affect your friends and family around you." Aunt May said. "And I promise you that you will not lose me the same way you lost Ben." she promised.

"Aunt May, I...I was bitten by a radioactive spider and it gave me superpowers. I didn't know what to do at first." I tried to explain.

"Peter, sit down." my aunt said to me. I did what she told me as I sat down before she sat right next to me. "I don't want you to get hurt. You need to balance your life as Spider-Man and to balance your life as Peter Parker." she said, "I know that you are a smart, strong, and brave young man, but what if you got yourself killed out in the city? I know that Mr. Stark would like to meet you and trust me, he would be impressed by your abilities."

"But he wouldn't let a young man like me join the Avengers would he?" I asked.

"No, Peter. No. He would never hire a teenager to fight crime only to get himself hurt." Aunt May replied.

"Uncle Been, he once told me that with great power…" I was about to say the motto before Aunt May interrupted by finishing it.

"Comes great responsibility." she finished my sentence.

"How did you know that motto?" I asked, feeling more surprised.

"I'm your aunt, Peter. I know everything. It took me a long time to figure out where you were always up to. I never thought that my own nephew was Spider-Man." Aunt May replied.

I looked at Aunt May before I asked her, "Aunt May? You will keep this whole thing a secret, right?"

Aunt May looked at me. "I promise that I won't tell a soul, Peter. But you'll have to promise me, Peter, that you will stay closer to your family. Even as Spider-Man you must take responsibility for your actions. Promise?" she said.

"I promise, Aunt May. I promise." I replied to her.

On Thursday, my aunt was still a little upset with me after she had just figured out that I was Spider-Man the whole time. I felt bad for keeping secrets from her, but I did it for her own safety. I showed her my Spider-Man suit, my web-shooters, and my gadgets. I was afraid that Aunt May would have me grounded for over a month or two, but she wasn't mad at me, she was just scared. I promised Aunt May that I would not put her or myself in danger and that I would balance my life as Peter Parker and Spider-Man. Later that day, I decided to sign my name online for the event at Stark Enterprises.

"Aunt May?" I said to my aunt.

"Yes, Peter?" she asked.

"I want to go to the event at Stark Enterprises. I want to see Iron Man and his scientific inventions. Will you help me sign up?" I asked her.

Aunt May smiled at me. "Of course, Peter. I will help you get signed up for the invitation at Stark Enterprises," she said. I was so happy that I gave her a hug.

"Thank you so much, Aunt May!" I said cheerfully.

"You're welcome, Peter." Aunt May replied, "You know I heard that Gwen Stacy and her father are going to be there tomorrow." she mentioned.

"Are they?" I asked. "Because the doctor said that Gwen's got superpowers like me," I told her.

"You told me about that yesterday." Aunt May replied.

"Well, I gotta go. Don't want to be late for school." I said.

"Okay, Peter. Don't be late for dinner tonight." my aunt told me. "Make sure that you're safe."

"I will. Goodbye, Aunt May!" I said.

"Goodbye, Peter! Remember what your uncle said." Aunt May said before I left for school.


Meanwhile, back at Ravencroft Institute, Eddie Brock was in his cell while Cletus Kasady was playing with his rubber ball, tossing it back and forth against the walls of his cell, much to Eddie's annoyance.

"Could you cut that out? I'm trying to think." Eddie said.

"Chill out, bro. I was only having fun." Cletus replied.

When Eddie heard the word "bro" that made him feel even more frustrated because Peter Parker would always call him that back in the day when they used to be friends.

"Don't. Call me. Bro!" Eddie snapped.

Cletus Kasady ignored Eddie as he continued to play with his rubber ball before Eddie continued to think hard in his cell. All was well until suddenly, a black ooze began to leak down from the ceiling. When Eddie heard the dripping noises, he got up and saw the black liquid coming towards him, he recognized it before he smiled malevolently.

"Yes. Yes! You're back. You're alive!" Eddie said to the black ooze.

It was the Venom symbiote! It bonded with Eddie Brock as it crawled all over his body before Cletus Kasady saw the transformation and began to freak out. When the security guards saw and heard the growling sounds, they sounded the alarm before they ran towards Eddie's cell only to find Venom. The guards tried to stop Venom, but he used his tentacles to push them out of the way before he roared.

"Hahaha! Together again! We knew that the gene cleanser couldn't separate us from each other!" Venom said before looking at the terrified Cletus Kasady. Venom smiled, showing his sharp teeth, "What's wrong, Cletus? Are you afraid that we're gonna come over to bite you?!" he said, tormenting the frightened inmate.

Dr. Ashley Kafka rushed over to see Eddie only to find that he's finally reunited with the Venom symbiote. Dr. Kafka gasped in horror and she could not believe her eyes.

"Do you believe us now, Doctor?!" Venom said as he went up to his psychiatrist.

"Eddie?! Is that you?" Dr. Kafka asked.

"There is no more Eddie Brock and no more symbiote. We are Venom now!" said Venom.

Venom punched a hole through a brick wall before Dr. Kafka pleaded to her patient not to go.

"Eddie! Please don't go! Come back!" she pleaded.

Venom ignored the woman's pleas as he broke himself free from Ravencroft Institute, leaving Dr. Kafka behind with the panic-stricken Cletus Kasady. Little did Eddie Brock know that the Venom symbiote wasn't alone when it came back for its host. It reproduced another alien symbiote while it was lost on its own and that alien offspring was still inside of Ravencroft Institute, searching for a host. Now that they are back together again, Venom web-swings through the city to search for Spider-Man in order to achieve his one goal: revenge.

It was a day after school and Peter Parker was ready to head back home. He went into an alley to dress up as Spider-Man before he climbed on a building and began to web-swing into the air from one building to another.

"Perfect end to another perfect day at school," Spider-Man said to himself. "Now I know you're excited to see Iron Man at his science expo at Stark Enterprises, but how are you going to help Gwen now that she has spider-powers? Maybe I could teach her."

Spider-Man was about to monologue to himself when he saw a billboard of Tony Stark in his Iron Man suit. Spidey swings over for a better view as he lands on a stone edge at a bell tower. Spider-Man could feel the fresh air and he felt pride; Tomorrow, he would get to see Tony Stark at Stark Enterprises and he might actually get to meet him. Spider-Man was daydreaming about saving the day with Iron Man when suddenly, a dark figure came out of nowhere and attacked Spider-Man from behind. He fell from the bell tower before he used his webbing to land safely at the top of a building.

"Ow! Did my spider-sense just stop tingling!??" Spidey rubbed the back of his head before he heard a voice from behind him.

"Hello bro. Did you miss us?" that sinister voice was from none other than Venom!

"No, it can't be!" Spider-Man said with shock.

"Oh yes, it can be!" Venom said with an evil grin.

"Venom! Brock! How did you…" Spider-Man said before Venom answered.

"Got back together again? Well, let's just say that gene cleanser wasn't strong enough to separate the two of us!" said Venom.

"Eddie, listen to me! I know that I…" Spider-Man's mouth gets covered up by Venom's black webbing.

"Shut up! We have waited a long time for this moment." Venom said.

"For what moment?!" Spider-Man asked, tearing the webs from his mouth.

"Are you really that stupid? You know why we're here!" Venom replied, "We've come back for our revenge!"

"You won't get it, Venom! I've defeated you before and so help me I'll do it again!" Spider-Man said to his opponent.

"Nothing will help you this time, Parker!" Venom yelled. "Because this time will be different from last time. This time, Venom will win!"

Venom shoots his black webs at Spider-Man, but the web-slinger dodges them before he shoots out his webbing at his arch-enemy. The battle between the two was just as hard as one might have expected. Meanwhile, back at Ravencroft, Cletus Kasady was still frightened over what had just happened to Eddie Brock when he became Venom once more. Dr. Ashley Kafka gave Cletus some calming medicine before she could meet with the police.

"Those eyes. Those teeth." Cletus said while mumbling and hugging himself tightly.

"Calm down," Dr. Kafka said to her patient. "You'll be fine. We will figure something out," she promised.

Cletus Kasady swallowed his calming pills with his cup of water and he felt a little bit better before Dr. Kafka left to talk with the police about Venom. Cletus laid back in his cell and sighed with hysteria before he felt something crawling onto his right hand. It was Venom's offspring. It attached itself onto Cletus's skin before it dug itself deeper into his bloodstream. Cletus looked at his now monstrous hand and began to cry out in pain. He desperately tried to remove the symbiote, but it covered itself onto his entire body before Cletus could hear the symbiote speaking to him in a crooked voice.

"Cletus Kasady." the symbiote said.

"Get off of me! Stay away from me!" Cletus yelled.

"Don't be afraid. We can sense your terror, your hatred for humanity and your lust for destruction." said the symbiote.

"How do you know that? What do you want?" Cletus asked.

"Only to be your friend, Kasady. Bond with us and we will give you powers beyond your imagination! We know what you want." the symbiote said.

"I want it all!" Cletus yelled in pain.

"Of course you do, Cletus. Now let us in and together, we shall wreak glorious carnage throughout the city!" the symbiote promised.

"Carnage. I like the sound of that!" Cletus replied.

The police were talking out in the hallway when they suddenly heard a horrific shout coming from Kasady's cell. They rushed over to check on Cletus only to find a horrific creature inside of his cell.

"Kasady?!" a police officer said.

The monster laughed maniacally, "Kasady is gone. Now there is only...CARNAGE!!!" he shrieked.

Cletus Kasady and his symbiote unleash their black and red tentacles at the policemen. Then they punched another hole through the brick wall before escaping from Ravencroft Institute. The psychopathic man became one with the alien symbiote and together, they became Carnage, the offspring of Venom. Meanwhile, back to Spider-Man who is struggling to fight Venom, Peter Parker could not believe that after three years of being taken to Ravencroft Institute, Eddie Brock still hasn't forgiven him and he as Venom still holds a hateful grudge against him.

"Listen, Eddie. I don't want to fight you!" Spider-Man said, trying to reason with Venom. "I know that I hurt you, but you've got to let it go!" he said.

"You expect us to forgive and forget? Never!" Venom replied. "When we're done with you, the whole world will know the truth about you!" he said.

Spider-Man tries to shoot his webs at his opponent only for Venom to dodge it before shooting Spider-Man with a large amount of his black sticky webs. Spider-Man struggles to break himself free from Venom's webbing.

"He's gotten even stronger since last time!" Spider-Man said to himself.

"You never had to know what it felt like to be lost, alone, and locked away in a cell!" Venom said as he has his arch-enemy cornered in his webbing. "But don't worry, bro. We won't destroy you just yet, we will only make you suffer as we have suffered. Or maybe you could actually join us!" he said before sticking his long tongue out.

Spider-Man did not understand what his foe meant with what he said as he continued to struggle with his bonds before Venom decided to use the alien symbiote to try to turn Spider-Man into a monster like him. Spider-Man tries to fight off the symbiote to keep it from taking over his body, but it's too late.

"No! NO!!!" Spider-Man yelled as the symbiote began to take over his body.

"We have you now!" said Venom.

Venom chuckled with a malevolent grin as he watches his enemy suffer as the symbiote starts to take over his body. Could this be the end of Spider-Man? Apparently not. Because someone from behind Venom blasted a laser at his back, causing him and the alien symbiote to release Spider-Man. It was none other than…Iron Man!

"WHAT?!?" Venom said with shock.

When the black ooze melted away from Spider-Man's body, Spidey slowly opened his eyes before he saw Iron Man shooting lasers at Venom. Spider-Man was surprised to see that he had just been saved by Iron Man, the superhero he idolized back then.

"Thanks, I owe you one," Spider-Man said to Iron Man.

"Don't mention it." Iron Man replied.

"This wasn't your fight!" Venom yelled.

Iron Man turned his head to Venom before aiming his weapons at him. "Big guy, I'm gonna have to ask you to put your hands up," he ordered Venom.

Venom raised his hands up. "Of course...NOT!!!" He yelled before shooting black webs at Iron Man.

Iron Man dodges the attack before he shoots his lasers at Venom. Spider-Man's first instinct was to run and warn Aunt May, but then he thought that if he could defeat Venom with the help of Iron Man, then maybe he could get to meet his idol and befriend him at Stark Enterprises.

"Hang on, Iron Man!" said Spidey as he swings into action.

Spider-Man and Iron Man team up to fight against Venom. The two superheroes shoot webs and lasers at Venom while he shoots black webs at them. Venom's moment of victory had been ruined by Iron Man's interference. Now Venom wants to destroy both Spider-Man and Iron Man.

"We don't know who you are, but you seemed familiar." Venom said.

"The name's Iron Man. You probably know me as Tony Stark." Iron Man replied.

"Mr. Stark?" Spider-Man said, surprised.

"Surrender now and we'll treat you with mercy." Iron Man said to Venom.

"Mercy? Oh, we'll show you mercy!" Venom hissed. "We will crush you like a tin can!"

Venom was about to leap at Iron Man and chop his head off when Spider-Man quickly intervened. Spidey pins Venom to the ground and he tries to hold him down with all of his strength before he looks back at Mr. Stark.

"Iron Man! He's not immune to loud noise!" Spider-Man said to Iron Man.

"Then I've got just the thing. A sonic disruptor blast." Iron Man said before he ordered Spidey, "Cover your ears, kid!" he said before firing a laser at Venom.

"YAAAAAAAAAAGH!!!" Venom roared out in pain.

"Whatever you do, don't stop!" Spidey said to Mr. Stark.

Eddie Brock could feel the symbiote melting away from his body. He didn't want this to happen again. The Venom symbiote desperately tried to stay attached to its host as Iron Man kept shooting the sonic disruptor blast at him.

"No!...Not again!... It can't happen again!" Eddie yelled.

Eddie and the Venom symbiote collapsed to the roof of the building they were on as the sound waves continued to try to separate them both. When Iron Man was running low on power for his blaster, he stopped. Eddie Brock fell into unconsciousness and yet the Venom symbiote refused to leave him.

"I don't understand. It should've worked," said Spider-Man.

"Spider-Man, what was that thing?" Iron Man asked.

"That thing was Venom--an alien symbiote from outer space." Spider-Man began to explain. "Years ago, I tried to get rid of it when it tried to take over my mind and body, then it bonded with Eddie Brock and turned him into Venom. He's been trying to ruin my life since then," he said before looking at Eddie Brock and the alien symbiote.

"He's out cold. Don't worry, kid. We'll put him into our custody." Iron Man promised Spider-Man.

"I don't understand. That blast was supposed to separate the alien symbiote from Brock." Spider-Man said before he came to a conclusion. "It's almost as if the alien had bonded with him completely. I think it's found it's perfect host besides me," he said.

"You did good, kid." Iron Man said with gratitude. "But be careful next time," he told Spider-Man.

"I will. Thanks for saving me, Mr. Stark." Spider-Man replied. "So what are you planning to do with Eddie Brock and the Venom symbiote?" he asked.

"I was thinking that we should take them over to the Vault. Perhaps we could analyze the alien ooze and see what we can do to separate it from its host." Iron Man replied.

"The Vault?! Isn't that a prison for supervillains?" Spidey asked.

"We could just bring them over to S.H.I.E.L.D and have Nick Fury put them away inside a cell, but I think the Vault would be a proper place to put Venom," said Iron Man.

"But we can't just put Eddie in the Vault, can we?" Spider-Man said.

"I'm sorry, but innocent civilians could be in danger as long as he roams free around the city." Iron Man stated.

Somewhere in New York City, Carnage was testing out his newfound powers and abilities. He could web-swing like Spider-Man and even climb walls. He also figured out that he had super agility and strength. The first thing that came to his mind was to search for Venom so that he could get back at him for scaring the daylights out of him as Cletus Kasady. He swings over to the top of a bell tower when he sees Spider-Man and Iron Man getting help from the authorities to take Venom into custody at the Vault.

"So, it looks like you weren't able to get your revenge, after all, Venom." Carnage said. "It seems that Spider-Man was able to get help when you tried to destroy him. But don't worry, 'dad', your offspring is coming for you!" the red and black symbiote promised.

Carnage laughed maniacally before he decided to follow the people who are taking Venom to the Vault (which is a prison for supervillains) without being spotted. The unconscious Eddie Brock rested with the Venom symbiote inside a glass case as he was being taken away inside a jet with Carnage hanging onto it without being seen or heard by Iron Man and Spider-Man. Meanwhile, Gwen Stacy has yet to learn how to use her newfound spider abilities. She practiced her ability to crawl on walls and when she tested her super strength, she decided to make her own web-shooters. However, Gwen's dad doesn't want her daughter to become a superheroine due to his concerns for her own safety. Later that day, Iron Man takes Spider-Man over to Stark Enterprises.

"So, you're the Spectacular Spider-Man I take it?" Tony asked.

"Yep." Spider-Man replied. "It was nice of you to invite me over to your place."

"I've heard a lot about you." Tony said to Spider-Man. "The Bugle says that you're a menace. But you save a lot of people and fight crime." Tony takes a sip of his drink.

"Nobody knows this, but I became a superhero because I got bitten by a radioactive spider," Spider-Man said to Mr. Stark.

"So, a radioactive spider bit you and then you've decided to become a superhero?" Tony asked.

Spider-Man nodded, "Yes, Mr. Stark. I've been swinging around the city as its hero for years." he told Tony. "I've made lots of friends as well as some enemies like supervillains."

"And so Venom's one of those supervillains you've faced before?" Tony asked.

"Yes. But you see, Eddie Brock and I used to be friends." Spider-Man said. "We were close and we even called each other 'bros', until Eddie lost his job and he blamed it on me," he said sadly.

"Hold on, you said that you and Eddie used to be friends?" Tony asked.

"Yes. It's complicated, Mr. Stark." Spider-Man replied.

"You seemed to be smart for a superhero and for a kid." Tony said before he asked, "But I'd like to know who you are. Who were you when you became Spider-Man?"

Spider-Man was surprised when his idol asked him that question. He didn't want to reveal his secret identity, but something told him that he could trust Tony Stark to keep his identity a secret. Tony looked at Spider-Man with reassurance in his eyes before he answered.

"I was just a nerdy teenage boy when I first became Spider-Man. My name is Peter Parker." Spider-Man said before he explained. "I was raised by my aunt and uncle when my parents left and they never came back. I was with my friends in high school when that spider bit me. I felt strange but then I gained superhuman strength and the abilities of a spider."

Peter Parker was about to explain more about his origin story when Tony Stark suggests that they should talk in private. They go into a private room and Peter tells Tony about how he has always wanted to meet him in person because Iron Man is his favorite superhero, not to mention that he's the leader of the Avengers. After getting to know each other in private without anyone knowing that Peter Parker and Spider-Man are one and the same, Tony Stark decides to set up a schedule for when Spider-Man will get to meet with Iron Man. Then, Spider-Man and Tony Stark go use the elevator to get down to the lowest floor of Stark Enterprises.

"It was nice getting to know you, Peter," Tony said to Spider-Man while in the elevator.

"It was an honor to meet you, Mr. Stark," Spider-Man replied. "So, I'll still come over to your science expo tomorrow, right?" he asked.

Tony nodded, "Of course, Spidey. You'd better get back home now before your aunt gets worried." he told Spider-Man.

"I will, Tony," Spider-Man answered. "Wow, this is so awesome. I finally get to meet Iron Man." he thought. "But how would Aunt May react if I told her that I was attacked by Venom before Iron Man saved me?" he asked himself.

Spider-Man leaves Stark Enterprises to get back home before he could be late for dinner. Meanwhile, at the Vault, Eddie Brock was still unconscious when the guards locked him and the Venom symbiote inside of their new cell with an energy force field when Cletus Kasady takes out one guard before the Carnage symbiote helps him put on a disguise to look like one of the security guards. The Venom symbiote was still attached to Eddie Brock when it helped him gained consciousness before the man slowly opened his eyes and rubbed his head.

"Ughh...What happened? Where are we?" Eddie groaned while trying to wake up.

"Wakey, wakey, Eddie." a voice said in the shadows.

"Huh?! Who said that?!" Eddie said as the Venom symbiote re-bonded with him.

"Relax, Brock. It's just me." Cletus Kasady revealed himself, much to Venom's surprise.

"Kasady?! What are you doing here? What is this place?!" Venom demanded.

"Calm down. You're in the Vault—a prison for super-criminals." Cletus told him.

"Have you come to gloat at us?" Venom asked. Cletus Kasady nodded.

"No, not at all." he said. "You see, Venom, while you out trying to get your little revenge on Spider-Man, you left a little souvenir at Ravencroft and..." Cletus paused.

"And what?" Venom asked, annoyed and frustrated.

"Well, let's just say that it bonded with me and turned me...into this!"

Cletus Kasady quickly transformed back into Carnage, much to the surprise of Venom. Eddie was unaware that the Venom symbiote had reproduced, but it did mention to him that it had been busy while they were still separated from each other for three years. Carnage looked like Venom, except he was black and red. His teeth and claws were sharper than Venom's and his tendrils were moving from each side of his body.

"Who are you?!" Venom asked.

"Call us...Carnage...and I am your spawn," Carnage said.

"Our offspring? Now we remember! Our other reproduced and had you," Venom said.

"That's right, old man." Carnage replied. "We have come to set you free," he said.

"Wait! This energy field prevents us from escaping." Venom pointed out.

"Not if we have anything to say about it!" Carnage replied before morphing his right hand into an axe.

Carnage destroyed the buttons, causing the energy field to fade away, allowing Venom to walk out of his cell before the two symbiotes ran through the prison halls to make their escape. When the security cameras saw Venom and Carnage, the alarms were turned on. The alarms were so loud that it harmed Venom and Carnage since symbiotes aren't immune to loud sounds. The security guards came with their weapons. The weakened Venom and Carnage struggle to fight off the noise before they unleashed their tendrils at the guards just as they're about to shoot lasers at them.

"This way, dad!" Carnage said to Venom.

Venom followed Carnage and they have beaten a few security guards on their way towards the exit. The other supervillains cheered for the two symbiotes behind their cells. Venom and Carnage stole a jet before they fly out of the Vault. The officers went inside of their jets to pursue the symbiotes.

"After em'! We can't let them get away!" an officer said.

"Alright, so what's the plan?" Venom asked Carnage.

"We have a plan." Carnage said before steering the jet high up into the sky.

The jet pilots flew up after the one they were pursuing before the jet that Venom and Carnage went on full speed and disappeared into the clouds. The officers from the Vault followed their trail until suddenly, Carnage turns the jet around and fires missiles at them. Venom's mouth dropped, his white eyes widened. He was shocked. The missiles hit one of the jets, causing them to explode. Luckily, the officers managed to get out safely with their parachutes. But still, Carnage could have killed them.

"Are you insane?! You could've killed them!" yelled Venom.

Carnage looked at Venom. "They had it coming, you know!" he said. "Besides, what's wrong with firing missiles at them?"

"We are not meant to claim the lives of others!" Venom replied.

"Why should your bloodlust end with Spider-Man?!" Carnage said.

"Spider-Man is not innocent! We will destroy him to protect those who are...if we team up to do so!" Venom told Carnage.

"Then it's a deal, dad. Let's not waste any more time and head back to New York." Carnage replied.

Venom and Carnage escape from the jets before they make their way to New York.