Author's note: Whoooo boy, this one was/is a doozy. It is by far the longest chapter in all of my chapters and you'll see why. I am sorry about the long delay, but college is kicking up a notch and I had some missing assignments from when I had COVID to finish up.

Just to answer a few of the common questions I've seen. No, Gwen does not know Peter is Spider-Man. No, Peter and Ben do not know that they are clones and still believe that they are cousins. Okay, I hope that clears up any confusion, but if you do have any questions, don't hesitate to ask them!

Without further ado, hope y'all enjoy!

Behind the Curtain Part 3

Ben's brown eyes focused on the Osborn heir. He was significantly taller than the pictures he'd seen of him, and his wavy hair had grown out to cover his ears. His suit was immaculate and very clearly expensive, from his jacket and pants to the shoes he wore and the square tucked into his jacket pocket. He didn't wear a tie and instead had his top buttons undone, giving him a certain Devil May Care air about him.

Ben didn't like it. Not just because that was his schtick, but because the more he focused on Osborn, the sharper his Spider-Sense became. Like a camera lens focusing on a shot. With Norman Osborn being rumored to have been the Green Goblin, Ben didn't believe it was just chance that made his Spider-Sense go off, especially with Peter's words about the Goblin.

"He's back," Gwen said softly, and she shuffled backward away from the crowd surrounding Harry.

Ben tore his gaze away from Osborn to look at Gwen. She was like a deer in headlights, and it made his stomach burn to see her night ruined because of the guy. Though he did feel a spark of curiosity as to why she seemed to cower away from him; the Gwen Stacy he knew was not afraid to back down from anyone or speak her mind, so what happened between her and Harry Osborn? Ignoring this throbbing Spider-Sense, Ben threaded his hand through Gwen's shaking one and coaxed her into the seat next to him.

"Girlfriend, you okay?" Mary Jane slid onto the bleachers next to Gwen and took her other hand and Ben shot her a grateful smile. The redhead furrowed her brow at Ben, asking him a silent question, and Ben jerked his head in the direction of Harry Osborn. Mary Jane's eyes widened slightly and she leaned into Gwen, whispering something in her ear.

"Punch is served, Red," Peter said walking up to the trio with two cups in his hands. He stopped when he saw what his girlfriend was doing, and looked between Gwen and Ben. "What'd you do?" he asked Ben with a suspicious look in his eye.

Ben stood up and grabbed Peter by the shoulder and dragged him out of earshot of the girls. "What happened between Gwen and Harry Osborn?"

"What? Harry?" Peter said, confused. "They dated for a few months last year, then Gwen broke it off. What do you care?"

"Maybe because she froze up and my Spider-Sense screamed bloody murder!" Ben said, his voice slightly raised, causing Peter to cast a paranoid look at all the students surrounding them.

Peter dropped the cups and pulled Ben even further away from the dance floor. His face had morphed into a harsh scowl. "Seriously, do you understand the word secret?" Peter hissed.

Ben brushed off Peter's anger with a wave of his hand. "What happened with Gwen and Harry?" he repeated. The seriousness in his tone must've registered for Peter because it seemed to quell his anger.

"Harry wasn't the best to Gwen, alright," Peter said. "When she finally broke it off with him, it was harsh. The last time they talked before summer it got ugly and they both said some things that I think they regret."

Ben's eyes narrowed. "You think?"

"I haven't seen Harry since then," Peter said with a shrug. "I know Gwen feels bad about what she said. That's the thing about when friends fight, they know exactly what will cut deep."

Ben scrunched up his face. That was bad, but why would it set off his Spider-Sense as it had? Not even Hobie, at the height of his anger toward everyone, set off his sense like this. Something was definitely wrong, but could he trust Peter with this information? The last time Harry posed some kind of threat, Peter let him go. But he didn't know what Harry was capable of, Peter did; could he take Harry down by himself?

"What is it?" Peter asked, his face suddenly deadly serious.

Ben took a deep breath; if there was ever a time for Spider-Man and The Scarlet Spider to work together again, now was the time. "My Spider-Sense went off before Harry even set foot in the gym," he said, looking at the walls. "He's up to something."

A hint of skepticism flitted across Peter's face. "Harry may have his issues, but he's not dangerous," Peter said, shaking his head.

"That's what I thought about Hobie," Ben said, ruefully. "If you don't wanna trust my tingles, trust your own."

"That's just it, I'm not getting anything," Peter said, then his face morphed into an understanding look that felt very patronizing to Ben. "When I showed up with MJ last year I was getting the tingles all night, maybe that's the case tonight?"

Ben ground his teeth, he wasn't on edge because some idiotic high schooler was jealous of him. Harry Osborn was bad news, and if Peter couldn't see that because of his friendship blinders then that wasn't his problem. He tried to reach out to Peter, and Peter dismissed him.

Suddenly, the alarm clock sound he associated with his Spider-Sense blared like an oncoming train in his head, causing him to hold his forehead again. He whipped around to find Harry Osborn standing with his hands in his pockets over Gwen and Mary Jane, and surrounded by Flash Thompson, Sha Shan, Rand Robertson, and Liz Allen. Without saying another word to Peter, Ben practically power walked over to the group, catching the final snippets of conversation.

"-really in the Cayman Islands this whole time?" Liz asked Harry, eyeing his new look and air of confidence with a new sense of interest.

Harry shrugged. "Seemed like the right thing to do after everything with my dad," he answered. "Mom got everything to work out with my education so I could be homeschooled."

"Then, how are you back here?" Flash demanded, puffing out his chest slightly. Sha Shan rolled her eyes goodnaturedly at her boyfriend.

Ben watched like a hawk as Harry's eyes landed on Mary Jane and Gwen. The wavy-haired heir smiled, causing goosebumps to rise on his arms.

"Guess I just missed my friends," he said. Harry turned around and did a double-take when he saw Ben. "Pete, when did you dye your hair?"

A chorus of laughter swept through the group and Harry tilted his head. The group looked at Ben, expecting him to introduce himself, but the blonde stared at Harry with a stone-cold gaze that only Gwen seemed to pick up on the danger that was lurking behind Ben's eyes. She jumped to her feet and strode past Harry to stand by Ben.

Ben felt her hand snake into his and felt her try to rub soothing circles into his palm, but that did nothing to lower his hackles. When it became clear that Ben wasn't going to say anything without prodding, Gwen gave him a quick jab to the ribs. "Ben Reilly," he grunted, "I'm Pete's cousin."

"Peter doesn't have a cousin," Harry stated quickly, his eyes moving up and down Ben's body. The action made Ben's skin crawl and he had the odd feeling that more than one set of eyes was looking at him.

Everyone else, however, laughed at the statement.

"That's what we thought too," Liz said. "That was a weird first day of school. When I saw Sally walking him to class that day, I almost called her a hypocrite!"

"You're telling me," MJ said once the laughter died down. "I thought someone slipped something into my breakfast when I saw two Peter Parkers in the courtyard!"

That did manage to crack Ben's stony gaze and the hint of a smirk played on his lips.

"Where is Peter anyway?" Harry asked, looking around.

"He's been ignoring his date for far too long," Peter's voice said. Ben watched his cousin extend his hand out to Mary Jane, pulling her to her feet before he turned to Harry and gave him a one-armed hug. "It's good to see you, Harr."

"You too, Pete."

Ben's Spider-Sense blared in his head again as Harry smiled at Peter, then it disoriented him further when Harry turned his gaze toward Mary Jane. He stumbled back slightly but stayed on his feet thanks to Gwen's steadying arm. However, his condition didn't go unnoticed by one Flash Thompson, who clapped him on the back, causing Ben to lose his balance even more.

"Having a little trouble holding your punch, Reilly?" the jock said loudly, with a good-natured smile on his face.

"I think that's the first time I've been accused of being a lightweight," Ben said, with a small hint of disbelief in his voice. He did have a reputation as a jokester to keep up. Gwen snorted as she tried to drag him away from the group.

"Tiger, did you and Ben bury the hatchet over a drink? Without me?" that was the last thing Ben heard from the group as Gwen led him out into the hallway just outside the gym. The moment the door closed behind them, Ben slumped into the wall, clutching his head.

"Ben, what's going on?" Gwen asked, her hand finding its way to the scar just above his eye.

"Spider-Sense is going crazy," Ben grunted. The throbbing sensation in his head had subsided slightly since they walked away from Harry, but it hadn't faded away completely. He looked directly at Gwen. "What did Harry want from you?"

"It actually wasn't bad," Gwen said, the tension in her shoulders lessened slightly. "He seemed to really want to talk to Peter and MJ. I gotta say, I'm glad I'm not them. I mean, I know this may sound weird and disrespectful, but Harry is really reminding me of his dad and that guy always gave me the creeps."

Ben chuckled, thanking Gwen internally for her willingness to speak her mind. It really did help him break through the whirlwind of his Spider-Sense to focus. This was something that had initially taken him a long time to figure out when he woke up from his coma. He felt like there were threats from all sides when he started working with Professor Warren to figure out his powers and that feeling hadn't subsided until he finally left the lab, and even then he had to focus on keeping all the other minor threats at bay.

"I think Harry is the reason my Spider-Sense went haywire," Ben said, causing Gwen to do a double-take. Ben groaned. "Don't tell me you also don't think Harry isn't a threat."

"Well, Harry might have some anger issues," Gwen conceded, "but even when I broke up with him and we had that fight before the end of school I never felt like Harry would do anything." Then, Gwen furrowed her brow. "Wait, who else did you talk to about this?"

Ben cringed. He couldn't exactly answer that without revealing Peter's secret or lying to Gwen. Suddenly, Ben was wishing that Hobie was smashing his face through five different walls again, at least in that situation he knew what to say.

The shrill sound of an alarm clock blared in Ben's ears. He had to change, now! Ben grabbed Gwen by the shoulders, "Get Mary Jane out of here! Now!"

He turned and sprinted for the bathroom, leaving a confused Gwen calling after him, "wait, what?"

"Get her and everyone else out of here!" That was the last thing Ben said before he rushed into the bathroom.

Inside the Gym

Peter led Mary Jane to the dance floor with only half his mind there. Harry was back, and that was great! He'd missed his best friend. Hanging with Gwen over the summer had been nice, and he definitely missed her, but there was always something missing. There were certain things that he and Harry could do together that Peter couldn't do with Gwen. It just wasn't the nature of their friendship.

Though, despite how glad he was to have Harry back, Peter couldn't shake this nagging feeling at the base of his neck. Ben's words and frantic tone danced around the front of his mind along with images of Harry in the Green Goblin suit.

What if Ben's right? he asked himself as the music slowed to a partner dance. Instinctively, his hands found themselves wrapping around Mary Jane's waist.

But, he can't be, Peter reasoned with himself. My Spider-Sense hasn't gone off at all. If Harry was any kind of danger to anyone here, I'd know. I mean, it's not like he's Venom. Peter glanced at Harry—who was dancing with Liz Allen—out of the corner of his eye and chuckled. It was a rather ridiculous notion. Harry, despite all his issues, was no more threatening than Flash Thompson at his worst.

"What's so funny Tiger?"

Peter looked down at his girlfriend. It was odd to think that a year ago he used to be the same height as her, or that he'd even managed to get lucky enough to have her as his date to the Formal. To think that he almost ended up never meeting her because he thought girls with wonderful personalities had to be avoided like the plague made his laughter grow.

"Just how much of an idiot I was to put off meeting you for so long," Peter said as they swayed to the music. He was so captivated by her that he didn't notice Harry Osborn bowing to Liz before stepping off to the side and disappearing from sight.

Mary Jane giggled. God, he loved it when she did that. "You weren't the only one who was an idiot," she said. Peter tilted his head to the side. "I didn't want to meet you either, Tiger."

"Do tell, Red," Peter said. His interest had definitely peaked and he felt a little bit of guilt lift off his shoulders. For a long time after the Formal last year, he felt bad that he put off meeting Mary Jane. "Was it because I had a wonderful personality?"

Mary Jane pursed her lips and fell silent for a short time. Peter watched as her face morphed from one emotion to the next; uncertainty, hesitance, resolve, then determination. "Actually, I was pretty shallow about it," she said. "I had seen you a few times before when you walked the neighborhood and thought there was nothing more to you than a bookworm. The fact that Aunt Anna had said you were the sensitive type hadn't put me in the best mindset either."

Peter straightened his back, feeling slightly self-conscious. He hadn't expected that answer and didn't exactly know what to say in response. So, he said nothing.

Mary Jane looked up and directly into Peter's eyes. There was a spark in them that he'd never seen before; like there was a renewed sense of strength in her willpower. "I was scared of it because that's how my mom used to describe my dad…before she passed."

Peter returned Mary Jane's gaze. She never talked about her parents, not once, and Peter never asked about them. He was an orphan, he knew how painful that subject could be. Right now, even though he felt like she had taken a gargantuan leap, he could feel that there was still much she wasn't ready to talk about yet, especially in the middle of the dance floor. "So, why did you end up coming to the Formal with me? It can't have been for the food."

"Oh that's easy, it was a party," Mary Jane answered with a flash of her eyes. "I figured I could just go and have a good time with whoever, but you surprised me, Tiger! I thought I had you pegged from the start, but the way you didn't back down from Flash, were as quick as a whip, and ran for the Bugle was really what did it for me. When I read about what happened between Spider-Man and the Green Goblin and saw your name as the photographer who got the pictures, I almost couldn't believe it. The little bookworm was one of the bravest guys in the city, all so he could help pay for his aunt's bills."

Peter stared at the beautiful redhead in his arms. What she just said, the way she confessed something that he would've kept close to the chest if he were in her place, was incredible. "Well," he said, clearing his throat, "I think I look like the shallow one here."

"Nope," Mary Jane said, lifting herself up onto her toes. "You look exceptionally human, like all of us." She pulled him close and captured his lips in hers. The kiss wasn't anything urgent or intense, but it held a passion that he'd never experienced from her before. The light pressure communicated more in silence than any words the couple had shared in their months of being together.

Pete could feel it right now; the seams in their relationship were beginning to fill again, ensuring there was no way for any leaks to sink their ship. This was just what they needed, and Mary Jane's willingness to share some of her deepest secrets had been the spark to light this healing. Maybe it was time for Peter to share his.

A piercing scream broke their reverie and Peter instantly felt his fight instinct kick in. He pushed Mary Jane behind him but felt confused as he did so. His Spider-Sense hadn't gone off to warn him of any danger, but there was only one thing that had ever managed to avoid his giving him the tingles.

Peter's eyes landed on the center of the dance floor as the crowd parted like a flock of birds fleeing danger. In the center stood a slender, lanky monster covered in black goo with an unsettlingly large tongue lolling out and a pair of large unblinking white eyes trained onto Peter.

Instantly, Peter started to sweat. NO! Venom can't be back! He just…can't! And now he's here, with a room full of hostages and a Spider-Man who can't fight back unless he reveals his identity to everyone in school.

"Peter, is that…?"

Oh god, Mary Jane! Peter pulled her closer to him as his eyes searched the room for any exit he could use to either funnel people out of the Gym or use to change so he could protect everyone.

"Hello Midtown High!" Venom said. His voice sent chills down Peter's spine, it didn't sound like Eddie under there. No, it had this almost raspy quality underneath the snakelike hisses. "It's been some time since we last saw each other, and boy have we missed you all!"

"Get lost!" Flash said, stepping forward from the crowd. "Do you know how much has happened in this city? You're small fries!"

Venom's head snapped to Flash and strode forward into the crowd. Everyone watched with bated breath, but Peter balled his fist. He knew he was shaking, and how that must look to Mary Jane. Her boyfriend must be quivering in fear, but Peter was angry. Angry that Venom would dare to come here again, he was furious with himself for not following up on the symbiote. Everyone here was in danger because he didn't look hard enough for the ooze.

"The big man on campus," Venom sneered. A tendril of symbiote extended out from the lanky, muscular form and wrapped around Flash. "The noble quarterback and Spider-Fanatic. Where's your hero tough guy?"

"He's got more important things to deal with than a loser like you!"

Peter groaned. "Flash, for once in your life; keep your mouth shut," he muttered. Peter's eyes darted around the hall yet again. Nearly everyone's gaze was glued to Venom, he could slip out to change if only he didn't have to ditch Mary Jane. Ugh, screw it! I can't just sit by. Sorry, secret I.D.

"MJ, Peter," a voice hissed to them. Peter whirled around to find Gwen Stacy peeking in from the door to the hallway. She beckoned for them to come closer, but before Peter could do anything, he felt a radio wave-like sensation in his head. Peter breathed a sigh of relief.

"Whoa, whoa, who let the bad Sci-fi movie out?" The Scarlet Spider quipped as he kicked Venom mid-swing. The moment the two made contact, Venom's tendrils wrapped around and latched onto Scarlet's midsection. Venom slammed Scarlet into the wall, but not before Scarlet managed to attaché two lines of webbing to Venom and do the same to the monstrous black goo.

The rest of the students in the hall erupted into a chaotic dash for all the exits, though not before Flash Thompson shouted, "Go Spidey's sidekick!"

"Sidekick!? Really!" Scarlet shouted as he flew back from Venom. "That's just low!"

Peter's grip on MJ's hand tightened as he ran through the panicking crowd for Gwen. He needed to get Mary Jane out of here so he could focus completely on taking down this new Venom. They pushed through the crowd and found Gwen plastered up against the wall. Peter thrust Mary Jane's hand into Gwen's

"Get out of here, both of you!" he shouted. He turned around to run down the hall to the bathroom when a hand held him in place.

"Where are you going?" Mary Jane asked, her face showing an unmistakable fear that made his heart feel like it was the heaviest thing in the universe.

He could turn away; walk out and let The Scarlet Spider handle Venom all by himself while Peter took care of the people he cared about, the people who were also his responsibility. But he couldn't. No matter how much he wished he could look the other way, Peter couldn't stand by and let Ben face this monster on his own.

"Eddie told me all about that thing over the summer," Peter said quickly, looking over his shoulder as he heard a loud crash. Someone got slammed into something, causing the building to shake. "He told me all about how it ticks, I can help."

"Please, Peter," Mary Jane begged, "don't go."

Peter clenched his free fist. "Sorry, Red," he said, gently but firmly removing her hand from his person. "I promise, I'll see you after this is over!" With that, Peter took off and disappeared into the crowd.

Mary Jane felt her heart stop as she watched Peter disappear. She pinched herself hard; it was happening just like it did in her dreams. "It's just a dream," she said to herself, wincing in pain as her manicured nails dug into her skin. "I'm going to wake up, and none of this will have happened. Peter will be knocking on my door ready to go have breakfast with me."

However, Mary Jane never woke up. She was still standing in the middle of the panicking hallway, paralyzed by the fear of her dreams that were becoming a reality. It was always Venom, that black goo that nearly turned Peter into someone she didn't recognize. Every time Spider-Man had crossed Venom he pushed him to his limits, and now Peter was running toward that again.

"What if he breaks?" Mary Jane said, thinking out loud. In all of her dreams, Peter faced a threat he couldn't handle alone, and it cost him his life. Sometimes, she didn't even get to see him before he died in her dreams. She would just wake up and find May Parker in her house tearfully telling her what happened to Peter. Mary Jane shook her head, she wouldn't allow this to happen. There had to be something she could do to help.

"MJ, where are you going?" Gwen asked, her voice frantic. "We have to get out!"

"I—not without Peter," the redhead responded, her breathing rapidly increasing in tempo. "I can't let him go in alone!"

"He's not alone!" Gwen cried out, snatching Mary Jane's arm. The two girls struggled against each other as Mary Jane tried to throw Gwen off of her, but the blonde held firm. "The Scarlet Spider is in there! He won't let anything happen to Peter!"

Mary Jane fought harder. "That won't do anything!" she screamed. "I have to do something! It's just like my dreams, I can't let that happen, I can't!"

"What are you talking about? What dreams?" Gwen grunted as she tried to wrangle in the flailing redhead.

Mary Jane stopped struggling, her eyes wide and shiny. "I-I can't tell you," she said quietly. Then, her brow furrowed and she looked around. "Where's Ben? How are you not freaking out right now!"

Gwen rubbed her arm, her eyes darted all over the place. Mary Jane knew that look, she'd seen it multiple times on Peter's face when he was trying to come up with an excuse to leave.

"What do you know?" Mary Jane shouted at Gwen, grabbing the blonde by the shoulders and shaking her. "Gwendolyn Stacy don't you dare think about lying to me! You tell me how you know The Scarlet Spider is Ben Reilly right now or so help me god I will—"

"How do you know!" Gwen shouted back,

"HOW DO YOU THINK!"

Gwen's eyes widened, and her mouth dropped. Then, Mary Jane followed suit. She couldn't believe she did that, she just revealed Peter's largest secret. One that he hadn't even revealed to her yet. She may not have said the words, but Mary Jane knew Gwen was smart enough to have been piecing this together for a long time. And now it was out there.

I knew it," Gwen breathed out, then, her face morphed into confusion. "Why are you so worried? They have superpowers, and Pete's beaten Venom before."

Mary Jane shook her head. "You don't understand, this is just like my dreams!" she said, her voice getting more and more frantic with every word. "It's always Venom, he's always the one that does it, and every time, I wasn't there. I could've done something, maybe if I was there, he wouldn't have died and–"

"Mary Jane you need to stop!" Gwen shouted, shaking her shoulders again. "The only thing either of us could do right now is get out of here! Peter and Ben need to focus on Venom, not saving us from him."

"But–"

"I understand, MJ! More than anyone else, I understand, but we need to get out of the way on this one," Gwen pleaded. Mary Jane looked at the blonde and finally registered how much Gwen was barely holding it together. Her hands shook and her eyes glistened underneath the pleading look she threw at the redhead.

Mary Jane hung her head in defeat. As much as she wanted to stay, her desire to keep Peter safe was stronger. She wouldn't let the reason he got hurt be because of her. So, Mary Jane Watson linked arms with Gwen Stacy and left the school.

Inside the Gymnasium

"Seriously, what are you made of? Because I swear I've seen you in a black-and-white movie," The Scarlet Spider said as he dodged the black tendrils Venom shot out at him. The gymnasium was a destroyed mess, the bleachers were cracked and scattered in pieces, the backboards on several backboards were shattered, and spilled snacks and punch littered the floor, but there were no bodies strewn about. Scarlet had taken a rough beating to ensure that Venom couldn't take anyone hostage, luckily, his hoodie hadn't been torn up.

"You need better material," Venom retorted, whipping a long sharp tendril at Scarlet.

The young hero flipped over it and tried to use the opening to land a blow. He shot two lines of webbing at the wall behind Venom and used them to propel himself at the monster.

"Just like you need to mix up your approach!" Faster than Scarlet could react, Venom swung his fist and landed a blow on Scarlet's jaw. Then, as Scarlet flew backward, Venom wrapped his tendrils around the hero and proceeded to slam him into the wall, then the ceiling.

The Scarlet Spider was too disoriented from the blows to react to Venom's tendrils that crept over the rest of his body, wrapping him in a symbiote cocoon. His lenses widened as the light of the gym disappeared.

We see who you are, and it…confuses us, an ethereal voice spoke into Scarlet's head. Your taste…it's just like Parker. The emotions, they are all there, waiting to come out just like they were in Parker! But you do not believe you are Parker, what are you?

"Get out of my head!" Scarlet shouted, putting all of his strength into fighting against the symbiotic cocoon, but it was to no avail. He couldn't move.

We think not, the voice drawled. Images flashed across Scarlet's vision; Peter and MJ on the first day of school, May Parker giving him a motherly hug later that day, Hobie Brown's bleeding face under the shattered Prowler mask, Captain Stacy giving him an approving look as he dropped the Prowler off at the station, and finally, Gwen Stacy wearing a black skirt and green top with a black hairband adorning her head looked shyly at him. What a lovely sight, too bad you'll never see her again!

"You don't touch her," Scarlet snarled, fighting harder against the symbiote. "You don't even think about her!"

Yeeeeeeesss, the voice hissed. The symbiote began burrowing through Scarlet's suit, ready to push into his skin. There they are, the emotions we love!

Suddenly, pained wails erupted throughout Scarlet's head. Then the sensation of a thousand tiny pricks in his skin caused him to writhe in agony as the symbiote retracted from his body. It pulled away from his head and beneath the light of the gym stood Spider-Man holding two metal poles that used to be a part of the bleachers.

Venom growled and dashed for Spidey when the hero slammed the poles together again, causing the monster to hold its head as it wailed again.

"Little tip," Spidey said, "ooze is bad for spiders."

Scarlet shakily stood, his muscles complained from the excessive use. "Well, you took your sweet time!"

"I had to make sure everyone got out," Spidey shouted. "Do you even understand how stubborn a redhead is?"

"You are aware of who I'm dating, right?"

"Is this really the time?" Spidey asked, exasperated. A tendril shot out at Spider-Man and snatched the two poles from his hand and shredded them down into a million tiny pieces. "You know, the last guy was a lot scarier. He left some really big shoes to fill, and you kinda look like a kid wearing his dad's boots."

"You want scary, I'll show you scary!" Venom screamed and the symbiote flared outward. Thirteen sharp tendrils sprouted from the monster's back and pointed directly at Spider-Man and The Scarlet Spider.

"You know how we antagonize the bad guys to make them easier to fight?" Scarlet asked Spidey as he took a defensive stance.

"Yeah?"

"Why do we do that again?"

"ENOUGH!" Venom screamed. The tendrils shot out at the two superheroes, though more than half of them were aimed toward Spider-Man. The two heroes flipped away from one another to dodge the tendrils.

"So," Scarlet grunted as he dodged up and down and punched the four tendrils attacking him, "will anything aside from sound take this thing down?"

"Fire," Spidey's voice said in his ear. "If we can lead him to the chem lab, we can burn him ou-aaargh."

"Spidey!" Scarlet cried out. Through the haze of symbiote, he watched several tendrils pierce Spidey at different places along his body.

"I'm fine!" Spidey grunted. "He likes me more than you; I'll lead him to the lab, you get ready to light him up."

"But—"

"Go!"

Scarlet growled but did as Spidey said. They couldn't fight forever, and they couldn't let Venom destroy the school any further. He blasted through the doors, nearly blowing them off their hinges, and web-zipped down the hallway.

Scarlet's thoughts zoned in on how he would burn away the symbiote. A Bunson burner was necessary but didn't quite have the flamage they needed. He could mix a few chemicals together to make a small bomb, but that would take too much time and Scarlet also knew that his version of small was definitely skewed. Then, a lightbulb went off inside his head. He knew for a fact that there was a certain redhead that kept a can of hairspray in her locker on the off chance she'd need it in case of a drama emergency, and Bunson burner plus hairspray equals flamethrower!

Scarlet web-zipped through the halls so fast that he nearly overshot MJ's locker by a hallway. He zipped back and tugged on the door, stopping only when the combination lock refused to budge. "Hey Spidey," Scarlet said, jerking his head back slightly as a deafening crash overloaded his ear. "What's the code to Red's locker?"

"Are you kidding me!?" Spidey yelled back over a piercing wail. Spider-Man took a few heavily labored breaths before continuing, "Do you have the proportionate strength of a spider or not!?"

"Oh yeah," Scarlet said, smacking his forehead. He grabbed the lock and yanked, breaking it. He swung open MJ's locker and snatched the hairspray, but not before making a mental note to tease Peter about the newspaper clipping of Spider-Man fighting Green Goblin for the first time at the Lincoln Gala that sat right in front of a picture of Peter and MJ at the top of Rockefeller Center. Scarlet turned and web-zipped toward the stairwell so he could begin his ascent. "Got the stuff, you in position?"

Scarlet didn't need his earpiece to hear his cousin being slammed through multiple walls, or the wail of Venom following through said holes in the walls. However, he did need the earpiece to hear Spider-Man's labored wheezing and coughing. "He just knocked me into position," Spidey responded, and Scarlet could tell by his voice that he was trying to hide the damage that had been done to him. "What did you need from a locker?"

"Just what I need to do my best Human Torch impression," Scarlet responded. "Hang in there Pete, I'm almost there."

"Will do my be–aaaaaaaaaarrrrgggggghhh!"

"Peter!" Scarlet didn't bother to run for the door to the Chem Lab, instead, he chose to smash right through the wall. He burst through the rubble to find Venom holding Spider-Man with half of his tendrils, and the other half was embedded into various points in his body. Venom retracted one of his tendrils to slash Spider-Man across the chest, creating a gash that stained the white spider logo.

Scarlet webbed a Bunson burner and the spark tongs, yanked them toward himself and ignited the burner. Then, he raised it and the can of hairspray. "Hey ugly!" he shouted. Venom turned and bared his tongue at Scarlet. "You like barbeque?"

Before Venom could respond, Scarlet pushed down on the can of hairspray and flames roared to life and sped toward the alien ooze. Venom dropped Spider-Man in an instant and wailed. The screech tore at Scarlet's eardrums, but he didn't let up, he needed to either burn this monster away or force it to leave. And judging by the condition Spider-Man was in, the latter was looking extremely likely.

"NOOOOOOOooooo! We must…have…our revenge! Too…hot!" Venom wailed. As he did, The Scarlet Spider moved closer and closer, and as the flame continued to burn away at the alien parasite the ethereal voice Venom spoke in began to take on a more raspy quality that sounded vaguely familiar to him. "AAAAAARRRRGGGHH!"

BOOM!

The wall split open and Scarlet watched as Venom's burning form swung off into the city. He breathed a sigh of relief as the monster disappeared into the night, completely ignoring the giant crowd surrounding the gated entrance to the school. The young hero peeked his head out the hole and instantly averted his eyes as a spotlight landed on him.

"THEY DID IT! VENOM'S GONE!"

The Scarlet Spider blocked the light and looked down into the cheering crowd. It wasn't often that he or Spider-Man found people cheering for them, and it was nice, but there was one person in the crowd that wasn't cheering. No, her face was full of a concern that was often reserved for loved ones.

"A-a little help…please," a strained voice said from behind Scarlet.

The hooded hero's eyes widened and he rushed back to his cousin's bleeding body. He'd been cut in so many places that Scarlet didn't know how to hold him without hurting him. "I gotcha man," he said, cradling the injured hero in his arms. "I'm gonna get you home, and patch you up."

"M-mid-town…General."

"You can't go there! They'll unmask you!" Scarlet cried as he shifted Spider-Man in his arms so he could hold him more securely without causing him pain when he finally started swinging.

"Doctor Bromwell," Spidey said weakly, "he knows. Take me there."

"Okay then," Scarlet said, feeling the weight of the world lift from his shoulders. He honestly didn't know how to fix Spider-Man himself. For all he knew he could've ended up killing him when he tried to fix him.

Steadying himself with a breath, The Scarlet Spider leaped out of the hole in the wall with Spider-Man in his arms and swung off for Midtown General.

Outside Midtown High

Gwen stood bewildered with a normally vivacious and carefree redhead tucked under her arms. Though she was feeling the same sense of worry for Ben and Peter, she didn't know how to console Mary Jane in the slightest. Mary Jane Watson had never shown even a sliver of worry in all the time anyone at Midtown High knew her. Not even when Mark Allen got arrested.

But now, her usually perfect hair was a disheveled mess; the few times Gwen had seen her face, her makeup was running and her cheeks were stained with tears. The only time Gwen had seen her close to the state she was in now was when Peter was in the hospital after Iron Man and Scorpion destroyed Oscorp.

Everyone except Gwen had given her a wide berth, and Gwen could hear the whispers and rumors flying about in regards to Peter's absence. All ranging from her being dumped by him, to him being swallowed by Venom. It took all of her self-control to stay at MJ's side, and when she had finally hit her breaking point, Flash Thompson stepped up to put a stop to all the rumors.

BOOM!

The crowd screamed as rubble fell to the ground and a flaming black monster swung away while wailing in agony. Faster than the speed of light, MJ's head whipped up and stared at the hole in the wall, her face consumed with a hopeful worry.

"THEY DID IT!" Flash Thompson shouted. "VENOM'S GONE!"

Gwen followed her gaze and breathed her own sigh of relief when she saw her boyfriend's scarlet mask light up under a spotlight. He seemed to look directly at them before his head snapped back at something inside. Instantly, dread formed in Gwen's stomach.

"Where is he?" MJ said in a hollow voice. "You promised me, Peter. Don't you dare break it!"

A collective gasp swept over the crowd as The Scarlet Spider swung out of the hole in the building holding an eerily unmoving figure in a red and blue spider costume in his arms.

As fast as she could, Gwen turned to MJ and made to lead her away from the crowd. If the redhead was barely holding it together before this, she was now going to fall to pieces completely. Gwen managed to push through the crowd, and just as she broke through the mass, she heard her father's voice shout after her. "Gwen, where are you going?"

"Dad, I'm going to make sure MJ gets home safe," she said, giving her dad a pleading look that probably wasn't necessary. MJ's completely fragile exterior sold her case more than anything she could do.

Her father seemed to study MJ longer than normal, but his expression put Gwen at ease. She didn't have to come up with an elaborate excuse. "I think tonight wouldn't be a bad night for a sleepover at the Watson's," her dad said. "I have to work very late tonight."

"Thank you, Daddy," Gwen said, hugging her dad. "I'll call you tomorrow."

Gwen led MJ down a few blocks as quickly as she could, all while the redhead was dead silent–something that made Gwen feel even more nervous. Silence was not something she ever associated with Mary Jane Watson, and she hated that it had a hold over her.

Suddenly, MJ pulled Gwen into a side alley, and the moment they disappeared from bystanders' sight, the redhead broke down. Tears fell freely down her face, along with the body-shaking sobs that escaped her mouth. Gwen stared at her best friend with wide eyes and did her best to console her, but what could she do? Tell her it was going to be alright?

Then, silence fell over the two. Gwen looked down at MJ and was startled to see a look of pure determination on her face. The redhead pulled out her phone and pressed her speed dial in silence while Gwen watched confused. Gwen waited with bated breath as she heard the phone ring, then, she gasped when she heard Ben's voicemail play.

"Give me your phone," MJ said in a tone that bartered no arguments. Gwen whipped out her phone as fast as she could and thrust it into her friend's hands. The phone rang and Gwen had never been more afraid for her boyfriend should he not answer. "BENJAMIN REILLY, SO HELP ME GOD IF YOU EVEN THINK ABOUT LYING TO ME ABOUT WHERE PETER PARKER IS I WILL TAKE MY STILETTO AND SHOVE IT SO FAR UP YOUR ASS THAT YOU WILL NEVER BE ABLE TO SIT DOWN FOR THE REST OF YOUR LIFE!"

Silence fell for a second as Gwen heard Ben splutter on the other end of the phone, then, she flinched.

"I DON'T CARE WHERE HE IS OR WHO HE IS WITH!" MJ shouted. Gwen watched in fear and scooted back so she was flush against the wall behind her. "I DON'T CARE HOW STRONG OR DURABLE YOU ARE, IF YOU LIE TO ME, I WILL PUT YOU IN THE HOSPITAL! NOW DROP THE BULLSHIT SCARLET SPIDER AND TELL ME WHERE MY BOYFRIEND IS!"

Silence again.

"NO, I WILL NOT PUT HER ON THE PHONE!" MJ bellowed, her face slowly starting to match the color of her hair. "TELL! ME! NOW!"

"Ben, she already knows about Peter," Gwen chimed in. She could see lights in the buildings next to them starting to turn on. The longer they stayed here, the more unwanted attention they'd draw.

Silence again.

"He's safe?" MJ's composure shifted on a dime completely. "I'm on my wa–WHAT DO YOU MEAN NO!?"

Gwen heard Ben say something about not drawing any more attention to themselves in the hospital since what they were doing was technically illegal.

MJ blew air heavily out of her nose. "Fine," MJ said in a strained voice, "but if you get back to the house and don't text either myself or Gwen, no doctor will be able to help you. Do you understand me? Good."

MJ hung up and thrust the phone back into Gwen's hands before taking off into the night with a mission. Gwen ran as fast as her heels could allow her to in order to catch up to the fuming redhead, simultaneously fearing for Peter's safety when he eventually returned home and relieved that both he and Ben were okay after the bloody fight they just went through.

This is gonna be a long weekend, Gwen thought as she finally caught up to a fuming Mary Jane Watson.