Chapter Three

Peter sighed, rubbing his temples as he dropped his mask onto Peter's desk. His face was tired and pale, with freckles and charming deep green eyes. Sporting chestnut brown hair that looked impossibly soft.

Peter was currently standing in his relatively clean studio apartment. Though the space near his desk was cluttered with gadgets in the process of being made or fixed. Everywhere else seemed pretty much untouched besides the sofa and coffee table.

He mulled over the earlier conversation with M.J dejectedly slumping on his grey sofa as he did. It hadn't gone well, and he hoped to resolve it soon. Idly Peter pulled out the odd device in his pocket, looking it over, and took notice of the crack in the metal. His expression became very alarmed at having Venom disappear and not attack him immediately.

Venom had escaped the capsule, and it could be anywhere by now!

"God damn it!" Peter groaned to himself. "Looks like another sleepless night…"

Peter had swung across town after that fight... Well, he tried to talk his resident Cheerleader out of her pom-pom ways. Which didn't convince her to stop at all. But now he knew Katie understood the danger she put herself in and did it, anyway.

Peter slumped lower on the couch, yawning tiredly. His body actively protested against going after Venom. But Peter forced himself up and grabbed his mask. Pulling the mask on and then turning on the tracking radar.

Peter, with another tired sigh, leaped into action once more that night. Hoping to put an end to whatever Venom was trying to do and at least get some kind of sleep…


Katie yawned, arms raised over her head as she approached the Arch: it was right on track soon enough it would be finished. Tiredly, she put away her tools while lost in thought. Unknown to her was the symbiote known as Venom overhead, watching her every move.

His form is tall and not fully solid. His black tendrils and sharp teeth glinted in the reflecting light.

Venom crept down the wall and approached her from behind. It was about to pounce when she clumsily dropped a wrench. It clanked on the ground, creating a ringing sound as it did. Venom screeched, startling her and making her aware of its presence.

Turning to see the symbiotes looming presence. Katie's eyes flickering with fear at the sudden sight of him. Venom was not someone you wanted sneaking up on you so suddenly.

Venom recovered, bracing itself to either defend itself or chase after her.

"You scared me." She said, putting a hand on her hip.

The symbiote twitched in surprise at her now calm demeanor. For a moment unsure what to think. Unable to sense any particular emotions besides the slight fear, but overall it was hard to pinpoint what this human desired. It was strange since most humans were easy for him to read.

"A giant symbiote comes up behind you and all you say is 'you scared me' really?" His head tilted upwards and his left eye squinting as he watched her.

"Look, Venom. I get that you're... Not fond of Spidy because he rejected you." She put her hand up in a hold on motion. "Now I'm not gonna defend that. But do you actually want to spend your entire existence hating one guy?"

Venom licked his lips for a moment. "Yeah actually." He swarmed her, making her yelp.

For a moment she fought it, but then she calmed. Venom felt odd, as if his mind was clear for the first time in a while. Katie stood silently now covered in the symbiote.

"I don't feel particularly violent... Venom you uh... God this is so weird!" Katie said pacing back and forth now covered in the symbiote suit.

"How can you be unaffected?" He growled it was usually much easier to manipulate his host.

This wasn't normal. Usually, he had some control, but right now Katie was the one in full control. Venom couldn't force her body to move or for her to become angered. And once more she was completely calm now, which is not what he wanted at all.

"No idea Venom, but would you hear me out now? I know you can feel my emotions, so it's not like I can trick you easily." Katie offered idly typing some questions to figure out later.

Venom practically rolled his eyes until she pulled out a chocolate bar. "I'll buy you a month's supply of chocolate and candy. But you have to hear me out until I'm done."

Venom weighed the pros and cons for a minute. He was much warier since it seemed like she knew exactly who he was and just how to entice him.

"Fine..." He grudgingly agreed after a moment before gladly taking the chocolate bar.

Katie smiled slightly. "Let me start with that I don't belong in this universe. So I get where you're coming from on the, not from earth 2141 part." She began causing Venom to practically squint in a 'so what' not that Katie minded.

It was strange Katie had never been so in tune with others' feelings before. It was scary seeing him at first, but now it was such a peaceful calm. Katie hoped she could convey to him that there was more to life than hatred. So much more.

"I know Spider-man was the first human you used as a host. But I don't think he was the right person for you. I mean, as cool as you made him look, you two were just incompatible." Katie paused, feeling his annoyance. "I believe that even more now. Because if Spidy could have connected with you like this, I highly doubt he'd just give up on you. We both know he isn't the type to give up easily."

Venom cackled darkly. "So you'd like to believe..." Katie lowered her head, pursing her lips a moment.

"Did he ever actually talk to you like we are? Did he feel what you feel? Or was he unable to fully connect?" Katie wondered, knowing the answer but waiting for Venom to confirm it.

"...I've only connected half as well with one other human." Venom relented this feeling of someone wanting to wholeheartedly help him was new.

Everyone wanted something from Venom except for this girl.

"I'm not asking you to forgive the guy. But I hope you could tolerate him. Simply for your own mental health if nothing else."

Venom considered the idea oddly calm. It was like this girl provided clarity to his once chaotic mind. Her intentions were simple and only wanted to help. And it's not like what she was saying was wrong.

"Do you know what I have done? What makes you think I can or want to change!?" Venom growled, frustration evident after realizing that this human could be tricking him.

Those thoughts died quickly after sensing she was only saying her true thoughts.

"I know you've done some good things when you aren't focused on revenge. Plus, I don't expect perfection. Besides, I couldn't care less about what you have done before meeting me." Katie's voice was completely carefree now.

Venom gritted his teeth now unsure if the candy would be worth it...

"I know that you also feel the same somewhere. I know you just need a real chance and you never got that fair shot."

Venom silently considered the idea. Until he remembered how this girl ran away. This girl was weak and unable to fight if push came to shove.

"As if I would consider the words of a coward who can't even fight." Venom scoffed.

Venom felt a wave of guilt wash over them. The symbiote was right. She was a coward. The sense of Katie's sadness at what she needed to say next crept into his mind. The suddenness of these overwhelming emotions was shocking to his system and the sheer intensity of her sadness, self-loathing was only outmatched by her desire to be useful to help Venom right now.

"I know I'm not a hero... Or an antihero... I know that you do that fighting well. But I'm not a fighter. I run away and I wave pom-poms." He felt another sharp pang from her self-loathing.

Venom felt nauseous at the mixture of self-loathing, wanting to help, and not being good enough to do right by the symbiote. Morals clashing and fear of getting it wrong. So many complex emotions all at once. But what stood out to him was how she filtered through and landed on the genuine wish to actually help Venom be more. For him to become the best that she knew venom could- no would become.

Katie didn't want to force it. But she just knew that Venom could pull it off. That this symbiote wasn't a mindless death machine. It made Venom feel good she didn't see him as a weapon for destruction. Having someone completely believe in him this feeling was invigorating.

"Who did you have in mind?" Venom asked tentatively.

"You know a guy called Flash Tomson would be a better match for you." She answered suddenly snapping out of it allowing Venom to process. "Or that's what Stan Lee shows... I might be wrong." She chuckled nervously. "Sorry I get... Those mild panic attacks."

"Mild?" Venom repeated, not wanting to experience a bad panic attack.

Perhaps Venom misspoke. This human was terrified of a lot of things. But even so, she pressed on. That was definitely not the mark of a coward. The symbiote had judged her too quickly.

"Please don't think I don't wanna be your host. Because I would love to be." Venom felt a bit annoyed. This girl was too honest... "But I don't think you wanna be in my head too long. It's a mess... I should get therapy..."

No kidding, Venom thought. This girl's emotions were everywhere. Constantly shifting between happy, sad, and nervous. It was enough to give Venom a panic attack himself...

But he mulled over the name thoughtfully. Wasn't that Peter's high school bully?

"You think Flash could be a better host? That high school bully kid?" Venom felt her unsureness.

"To be fair, this is a different universe. But if I am wrong, I will be your host. So long as you want to at least try." Katie stated before adding. "I'm gonna add that if you were Carnage, I would be running for my life. " Venom felt her mild distaste for Carnage.

Simply because she knew that seeing Carnage face to face would be a literal death sentence. Sure, Venom was terrifying, but she knew she had a chance to reach him. Carnage... She didn't know if that was possible.

"And if I am just evil at the end of it?" Venom questioned, a sense of doubt creeping into his mind.

After all, he was the father of Carnage... "You aren't evil... You're just angry, want a place to belong, and are most terrifying when taking over a dinosaur."

It surprised Venom seeing the unwavering confidence in this statement. Confidence that he could do whatever he worked for. The kind that she didn't have for herself. And what was that about a dinosaur? Exactly what kind of dimension was she from?

After a long moment, Katie sat heavily in her office chair and spun around to her computer. Quickly typing and searching for Flash. Mildly worried it would backfire. Though if all else failed, she could try making Gwen the host. A Venom Gwen could be interesting.

Venom was still mulling over the idea of attempting to go with it for now. But soon enough, she found Flash's address.

"Let's go. Spidy probably noticed you escaped... Also, I need to upgrade... There's no way an hour passed before you got out..." She narrowed her eyes for a moment. "You escaped way too quickly.."


Spider-man swung past building after building, trying to locate the symbiote. His mind intensely focused on a person moving quickly. Using the web-slinging method. They definitely had the symbiote. Peter made a hard turn trying to get them back into his radar.

Katie winced at seeing the fast blimp on her own radar. Spidy had almost gained on them. She pushed further, trying to get to Flash, who was so close. And likely studying for midterms.

"He's in the third-floor, third window towards the road. Spidy is coming, so you gotta hurry." Venom left her and raced up the building. "Man, I hope Flash grew up and isn't still a total dick..." Katie grumbled, watching Venom slip through the window.

She checked on her bracelet to see if it was still keeping her hidden from Spider-man's radar. Or so she hoped Katie wasn't sure how developed his gear was compared to her resources... Though she was absolutely exhausted now, and Peter must be just as exhausted. With any luck, this will be over quickly and everyone can go to bed.


On the inside of the apartment was a muscular young man. His skin a nice tan, his eyes a baby blue, and had short soft yet spiky blond hair. His name was Flash Tomson. His attire comprised gym shorts, no shirt, and bunny slippers.

Flash was rubbing his face tiredly as he turned the textbook page. I shouldn't have made those nerds do all my high school work… Everything in college was ten times more confusing than high school. And it was even harder because of his stupid teenage antics. Turning over a new leaf was harder than he'd expected.

Idly Flash considered giving in and trying to get some sleep before finals. His ears listened with mild interest to the earlier news on Spider-man. Flash rolled his eyes though at Jamerson's usual ranting about the web crawler. He clicked on the next recommended video labeled 'stupid cheerleader distracting villains compilation' his eyes crinkling in tired amusement when it started.

Flash idly considered following her lead. As stupid as it looked, it got villains' attention away from heroes. But then he recalled Spider-man himself telling him to not get himself into danger if he could help it. Flash sighed, thinking about one of the best and worst high school moments he'd ever had.

Flash's eyes lulled closed for a moment, another yawn escaping his lips. Unaware of the symbiote directly overhead on the ceiling. And he was unprepared for the icy cold that fell onto him. Flash falling out of his chair as the inky substance spread across his skin. He yelped, trying to tug it off himself while fear took hold of the young man.

"Get off me!" He cried out in surprise.

Spidy perked up at the sound. His radar let him catch sight of the apartment and he smashed through the window. With his spider-sense going off like crazy, Peter was sure this was the correct place.

Seeing Flash standing still with the black suit on. His head was devoid of what would've been the mask. Flash was now calm and could feel the symbiote's emotions. He meant Flash no harm and just wanted a place to belong, and was angry at Spider-man. Very angry, but wanted to stop being so angry.

Venom wanted a chance to prove himself, and Flash felt the same way. And he knew Venom was tired of fighting Spider-man. Tired of trying to go back to the guy who just rejected him after he saved him.

But Spider-man didn't know this and so they began fighting. Venom quickly masked Flash's head for his own safety. While Flash tried to explain the situation to Spider-man who stubbornly thought Venom was just tricking or controlling him.

Katie winced but attempted to leave the area. Her side hurt and she figured that they'd work it out soon enough as per usual. But she was stopped by what seemed to be sand covering her foot. Katie's eyes widened when Sandman emerged into her view with his feet yet to form. But unlike his usual appearance, his eyes were pitch black. Smoke clearly visible as it rose from his eyes and left his mouth. Not to mention the pitch black aura that was very dense around his entire figure.

"What's up with your eyes?" Katie nervously trying to pull her leg from his sandy grip.

An eerie smile grew on his face. "Got you." His voice had another much more eerie second voice echoing with it as he grew in size. The sand rapidly surrounded her body leaving the neck and up the only visible part of her.

Her bag falling onto the ground and spilling its contents. She screamed once he applied pressure to her already tender side, making the crushing feeling even worse. Fuck my life! Katie mentally screeched.


Venom dodged Spider-man's punch, frustrated with the web crawlers' persistence in trying to web him up before the loud, pained scream reached their ears. Flash felt Venom seem rather tense and complied with the symbiote's wish to find the source. Leaving Spider-man on the rooftop they'd moved the fight onto.

They all looked up to see the swirling sand kicking up not far in the distance. Flash felt Venom's panic as they rushed into the fray. Venom swiftly webbed the arm holding Katie hostage. Pulling in vain as the sand spread across his webbing towards them. They leaped away, swinging and looking for an opening.

Spider-man followed soon after, once his initial shock was processed. Recognized Katie was the current hostage and shot his taser webs at the sand arm. The sand disintegrated, dropping her from Sandman's grip. And to Spider-man's surprise, Venom caught her mid-air and delivered her to the next rooftop safely.

"Thanks..." She gave a small smile despite the pain in her side. "So it was a match?"

The symbiote revealed Flash's confused face. "What are you talking about?"

"It is a match. You were right." Venom answered, and she nodded, relieved.

"... Just know that you could be an amazing hero if you keep at it. And tell Spidy that Sandman's being controlled by someone else." She looked at the now giant Sandman whose eyes smoked continuously.

"Right!" Flash followed her gaze and ran, jumping off the roof, and swinging back into battle.

Flash's head reeling from how fast everything was happening. It was almost like a dream.

Katie decided to let the heroes handle it. With a satisfied smile on her face as it seemed to be going in the spider-themed hero's favor. Katie made her way to street level as the sound of destruction filled her ears. For a moment she considered going for her bag, but she refused to get in their way. Not if she could help it.

Katie also didn't want another lecture from Spidy... Her eyes narrowed a bit just imagining him start ranting at her. Honestly, the Web-crawler was even more of a mother hen than she'd ever imagined. Giggling to herself as an image of him in an apron popped into her mind. God, she was definitely losing sanity from lack of sleep. Actually, she resolved to avoid getting captured due to exhaustion. She would only allow three days of no sleep at a time. After all, 72 hours is the maximum a normal person could stay awake before insanity kicked in.

A huge crash made her lull her eyes towards the noise before realizing that an entire building was destroyed. In the rubble was Spider-man, Venom, and Dr. Strange, when did that happen? When did Dr. Strange get here!?


A few minutes before...

Flash felt powerful with Venom at his side. Not to mention excited at finally fighting alongside Spider-man. That was until -with teamwork- Sandman was knocked down and resized to a regular human. Sandman's eyes poured with that strange smoke, and that soon manifested itself in a humanoid form.

"I don't remember signing up for the conjuring..." Spidy raising his head in alarm from his highly active spidey sense.

Peter was nervous, and every hair stood on end in this new villain's presence. The spider-sense was almost painful, indicating just how dangerous this person was.

Venom was also feeling it as well. Recalling when that force had controlled him earlier. Tensing at the thought of being controlled again. Flash got the message that this smoke was definitely not something to take lightly.

They watched Sandman rise again now with an even thicker layer of black smoke surrounding him. He was barely visible. Raising an arm causing sandy spikes to rise from the surrounding sand and fly towards them.

"Tisk tisk... Spiders really should know their place." The voice sounded silky and disembodied, distinctly male.

Sandman then created a giant sand boot and attempted to stomp on them. They dodged to either side and swung to get higher vantage points.

"Nah, I prefer to be over foot." Spider-man said while dodging a sandy fist.

"Now where did that girl go..." The Entity hummed to himself. The smoke created tendrils that moved organically, probably for sensory if Peter had to guess.

He means Katie!? Why would someone like this want her!? And why not just control her? Many thoughts ran through Peter's mind. The adrenaline was keeping him wide awake now.

Venom charged down from above phasing through The Entity and shattering the pavement under them sending debris flying. The Entity laughed, forming a claw-like hand and grabbing Venom by the throat.

"That's cute. Thinking you can stop me." A sinister-looking mouth opened on what seemed to be its face in a menacing grin. "But pointless all the same."

Spider-man in the distance narrowly avoiding Sandman's attacks. As Venom clawed at the hand on his throat. Flash gasping for air as the pressure finally affected him. Unable to break free. That was when a bright flash blinded them for a moment. The Entity dropped Venom in favor of focusing on the newly arrived Dr. Strange.

Dr. Strange's cape billowing in the air around him as The Entity shot beams of a strange black substance. A barrier formed in front of Strange for a moment, reflecting the inky black magic. Before it became sharper with a deep red glow in the middle. They rebounded and broke his barrier, sending Strange spiraling into a building behind him.

The battle completely switched into the villain's favor. And soon enough, he and the controlled Sandman sent them all through another building. Completely destroying the recently evacuated building.

Rubble sprawled around the downed heroes. The Entity laughed, strutting into Katie's field of view. Causing her confusion. She had never seen or read about this villain before. He must've been in some comic she missed... But a guy like this would've been well known, right?

The three heroes got themselves back up and ready to fight. Adrenaline revitalizing Peter and Flash from their tiredness. The Entity turned its head towards Katie, who immediately booked it when his icy cold gaze fell onto her. Not wanting to become a hostage a third time that night. Not to mention that every alarm bell rang in her head when he looked at her. Plus, she was too tired to be helpful. Katie could barely think as she dashed around a corner.

The thing was, as soon as she did, she slid on her feet and charged back in the other direction. Yelping after seeing Dr. Ock once again for this night. He tore after her with his eyes also blanketed from the Entity's smoke.

"My God, that was fucking terrifying!" Katie panted as she turned into another alley. But Ock was too fast this time as she was yanked back and into the air.

Ock dangling her in the air overhead, his grip on her shirt. She flailed, trying to cause the shirt to rip and make him drop her. But he just tossed her up and grabbed her waist, squeezing with vindictiveness.

A sadistic grin creeping onto his face as she cried out in pain. But Katie tried gripping a smoke bomb from her pocket. Proving useless as suddenly a loud bang echoed. Dr. Ock's arm that was holding her now severed by the small missile that had detonated. She felt gravity pull her down as the claw slipped away from her body.

A sharp jerk and connection to her mid-back and legs to metal made her groan. She looked up into a metal face and gasped at Iron Man or Tony Stark in surprise. Her stomach twisting when he dived to avoid a few sand spikes following behind.

"Holy shit." She yelped in response to the harsh motions.

This was both the best rollercoaster ever and the most terrifying experience of her life. Though for Tony this was proving very difficult to keep up.

"Hold on tight, kid." He ordered, and she complied, wrapping her arms around his cool metallic neck.

She looked behind them only to see Spider-man was taking on Sandman. Sandman had become huge again. Venom was taking on Dr. Ock, trying to keep him at bay, while Dr. Strange was busy fighting The Entity. Her eyes then landed on the incoming Vulture.

"I don't remember a smoke villain. Well, not one that can control people anyway..." Katie said, pushing down her shy fangirl to try to make sense of the mystery enemy.

This was no time to be a dumb fangirl. Damn it, Katie cursed at herself while trying to get a hold of her emotions.

"No clue, but you stay here and out of trouble," Tony said whilst landing on a rooftop and letting her down.

"I promise not to go towards the Villains. But I'm totally running away after you distract Vulture." Katie said as Tony shot at the approaching Villain. "You know, so I don't get taken hostage a fourth time tonight... Geez, Spider-boi isn't gonna let me hear the end of it now..."

Tony raised an eyebrow inside his helmet. "A fourth time?"

"...Just go fight the villain and win already!" Katie flushed in embarrassment.

"Will do. You get out of here." Tony quickly flew towards Vulture and shot at him.

Katie took the opportunity to ditch the roof Tony had set her down on. She was about to reach the fire escape when she was grabbed and pulled into the air. Katie groaned upon seeing that it was Vulture who'd grabbed her by her shoulders and flew them both high in the sky. Why is it always me tonight!?

"God fucking damn it! You complete raisin of a-" Katie yelled up at the old man with a familiar vocabulary when she raged at Dr. Strange earlier in the week.

"Cap would probably attempt washing her mouth out with soap if he heard this..." Tony dryly stated to Jarvis as he attempted to rescue the foul-mouthed girl.

His eyes focused when the smoke around Vulture burst away. The villain yelled angrily and flung Katie away from him. Tony's eyes widened before he charged towards Katie, who was falling fast. Down toward the middle of the battle area.

"I blame lack of sleep for this!" She yelled and then froze in mid-air.

Idly noting Stephan had extended a hand in her direction. Meaning he was the one who saved her this time. God fucking damn it!

Katie gave him a week thumbs up. "I still hate you." She added, causing him to roll his eyes. "Not as much now, but still mad."

"A thank you would have sufficed." Stephan dryly shot her way as he narrowly avoided another attack from The Entity.

"Can you just teleport me somewhere devoid of things trying to kill me!? Like just drop me somewhere by a 24/7 dinner or anywhere else." Katie questioned and he would've replied when The Entity knocked him off focus.

Katie fell. "Things aren't gonna be that easy, Kitten." A chill went down her spine at hearing his voice.

"I officially hate being dropped!" She screamed again as the concrete quickly approached.

Venom threw Dr. Ock into a building before rapidly racing to catch the girl.

"I got you!" Flash informed as he caught her by the waist, yanking her with him.

Pain crossed her face, the bruise making her really regret life at this moment. How did I get on this Smoke villain's radar in the first place!? Who the actual fuck is he and why did he call me Kitten? That is so fucking creepy!

"Thanks... I'm... I think I'm gonna be sick." Katie grumbled as her stomach churned from all the motion she'd experienced in such a short time.

"Please don't puke on me!" Flash said hurriedly before landing on the road and gently set her down.

Flash looked her over. This girl looked exhausted and had dark bags under her eyes from lack of sleep. Also noting that she was mildly shaking. Definitely shook by the recent near-death experiences. It was kinda sad seeing her upset... Wait no that's what Venom was feeling... Right?

"Still gonna wave pom-poms at villains if I live past this event." She grumbled, standing up as Dr. Ock and Venom clashed.

The loud crashes and the general sounds of chaos surrounding them.

Eventually, Katie figured that if she could piss Vulture off enough to vanish the smoke, she could also piss off Ock. She had to do something besides run away because that was proving to be useless right now. Many questions were running through her mind because of The Entity, especially since Strange was here.

"Dr. Ock? More like Dr. Yuk-" she kept distancing herself as she insulted him. Backing up to keep distance, hoping Venom and Flash could keep him from murdering her...

"Are you crazy!?" Flash cried out as even with Venom they barely kept Ock from getting at her.

Suddenly the smoke evaporated from Octavius' body. The rage she induced was much more powerful than the Entity's hold over him, apparently.

"Arrr." The Entity cried out angrily, turning in her direction. "You always gotta make it difficult, Kitty..." He growled before smirking darkly.

Katie's eyes widened in panic on her face as Sandman turned to her. The guy was absolutely humongous. Towering over the five-story apartment buildings surrounding them, barely at ankle length. He extended his arm and a terrifying amount of sand spikes launched in her direction. There was no way or where to go. She was fast, but she wasn't fast enough to escape this... She wasn't a superhero. She had no power, no iron suit, or anything useful besides some goodwill towards heroes and being annoyingly distracting.

"Jesus fuck. Holy shit..." And a whole slew of similar statements left her mouth.

Her eyes unblinking as Dr. Strange, Spider-man, and Iron Man attempted to take down the spikes. Tony tried to get close enough to her but was too slow. He'd never make it in time. Dr. Strange tried to cast a spell but was interrupted by The Entity.

Katie shut her eyes at the last minute, bracing for impact. Collapsing on the ground in terror. But then steeled herself, opening her eyes, definitely trying to fight her fear. If anything else, she didn't wanna be a coward who looks away.

It was worth it.