Hey guys, Aaron2014 here! Sorry if this was long wait or so. Been pretty busy the past few days. Mostly having to do with work and the release of the new Zelda game and stuff. Anyways I finally got this one posted so enjoy!

(Song Starts)

It started when an alien device did what it did

And stuck itself upon her wrist with secrets that it hid

Now she's got super powers, she's no ordinary kid

She's Gwen 10. (Gwen 10)

So if you see her you might be in for a big surprise,

She'll turn into an alien before your very eyes

She's slimy, creepy, fast and strong

She's every shape and size

She's Gwen 10 (Gwen 10)

Armed with powers, she's on the case

Fighting off evil from Earth or space

She'll never stop till she makes them pay

'Cause she's the brightest kid to ever save the day

Gwen 10

(Song Ends)


Chapter 6: Venom

In the subway of New York, the sound of a motorcycle was heard speeding through its tunnel. The cycle in question was none other than the Spider-Cycle and riding it was both Spider-Man and Gwen 10. This unfortunately wasn't a peaceful joyride.

(Hey guys! Gwen 10 here giving you the what's up today. I know what you're thinking, am I hitching a ride with Spidey on the Spider-Cycle in the New York Subway tunnels. The answer to that would be yes. Unfortunately this isn't the regular hang out we always do while in costume. Today we're encountering a familiar robotic individual from my encounter with a mad animal-mutating scientist. I bet you guess what it is.)

Behind them and closing in was none other than the Octobot, who was trying to get its tentacle arms around the two heroes. Spider-Man then steered the cycle out of the way of the metal tentacle before continuing to speed down the tunnel.

(Yep, it's that robot. This thing's been following us since 14th Street and it's getting really annoying. I know Spider-Man has a bad track record with robots but I think this will be my first time having a bad experience with one.)

As they sped through the tunnel, they came to one of the train stops. There various civilians were waiting for their train, until the sound of the cycle caught their attention. The looked and saw Spider-Man and Gwen 10 on the Spider-Cycle speeding on the tunnel's ceiling. Seeing the crowd and knowing that a multi-armed robot was chasing them, Spidey shouted out the most logical thing.

"Get down!" He shouted as they passed by.

Just as he said that and as they passed by, the Octobot appear gripping onto the ceiling of the tunnel, causing debris to fall. One of its arms wrapped around one of the columns before shooting towards the cycle riding heroes and causing the civilians to shout in panic.

Gwen 10 looked behind them to see a flash of light shine from the robot, before a metal tentacle shout out at them. Spider-Man took the initiative as he drove out of the way of the strikes.

"This little tentacle stayed home," He quipped before making the cycle dodge another strike. "This little tentacle stayed in the subway. And this—"

The cycle then began driving on the tracks of the subway, causing both he and his female passenger to feel the sudden bumps of the track. He immediately pressed a button on the Spider-Cycle's holo screen, causing the cycle to hop a bit before both its front and back tires separated into two tires. All four of the tires were now on the rails of the tracks no longer making bumping motions.

"Oh yeah!" Spider-Man said. "Smooth riding."

"Less talk, more driving!" Gwen 10 retorted.

They continued down the tunnel, with the robot still behind them, at quick speeds. Suddenly, the Octobot shot a tentacle out at the two heroes on the cycle again. It hit the cycle causing both heroes to fall off. Before she landed, Gwen 10 activated the Omnitrix before slamming the dial and in a flash of green light transformed into…

"Big Chill!" She shouted in a grave voice before taking flight away from the robot.

Spider-Man landed on the ground but immediately jumped onto a column on the side of the track. The robot rushed towards him before sending three of its metallic arms at him. Spider-Man jumped out of the way as the three arms hit the column, before jumping on the robot and bounded away towards his cycle. He jumped on before speeding off down the track again with Big Chill following after him.

Suddenly, one of the metallic tentacle-like arms shot after Spider-Man. At the end was what appeared to be a syringe of sorts. It made its way towards the web-themed hero before striking its target, which happened to be Spider-Man's right butt cheek. The spider-empowered hero yelped in pain as he looked behind him with a glare before kicking away the tentacle.

"Very inappropriate," Spider-Man said. "Bad robot!"

"Spider-Man, Gwen 10," The voice of Fury was heard as the two heroes looked onto the screen seeing the Director of S.H.I.E.L.D. himself. "Are you two playing with that thing or fighting it?"

"Uh…" Spider-Man replied but unfortunately didn't have an answer.

"You got weapons use them," Fury said in a firm tone.

"Yeah, untested weapons," Spider-Man replied as he looked at his S.H.I.E.L.D. web shooter which sparked a bit. "Electro webs? Not sounding safe."

"Hence they are weapons." Fury replied giving the point.

"Don't worry about the untested part," Big Chill spoke up catching Spidey's attention. "I personally tested them along with Doc Connors, Blukic and Driba." She then gave him a wink. "You know I wouldn't let my teammate use anything untested."

"Good point," Spider-Man said before facing the Octobot.

He fired a strand of his Electro webbing at the robot. Unfortunately, it dodged to the side and allowed the webbing to stick to the upper part of the tunnel. This made Spider-Man's eyes widen a bit before being pulled off his bike by the webbing. He was then immediately caught by the Octobot before being slammed down onto the tracks and pinned down by two of its arms. Spider-Man watch with wide eyes as one of the arms shot out another syringe, which was being pointed at Spider-Man.

"H-Hey," He nearly shouted as the syringe was trying to stick him again but kept moving his head out of the way. "I've already had my flu shot this month. Watch with the pointy end."

"Get off him, you rust bucket!" The voice of Big Chill was heard as she rammed into the Octobot.

The Octobot's attention was now focused on Big Chill, as she was flying towards the robot. The robot sent out one of its arms to strike her with. Big Chill immediately went intangible as the arm went right through her, causing no damage. She then spewed mists of liquid nitrogen at the bot causing part of it to freeze over with ice. It used its arms to smash the ice apart while it kept Spider-Man pinned to the track.

Suddenly a bright light was seen behind the Octobot, catching both Spider-Man and Big Chill's attention. They looked and saw one of the subway trains heading right for them, with its horn blaring as it came towards them. Both Big Chill and Spider-Man's eyes went wide at the incoming hazard.

"This will be pain," Spider-Man said aloud.

"Hold on, Spidey!" Big Chill shouted as she quickly flew over to the pinned hero.

She gripped onto Spider-Man's shoulders before mentally commanding her intangibility to activate. With this, both she and Spider-Man became intangible before sinking into the floor, causing the Octobot to lose its grip on the spider-themed hero. It then looked behind itself to see the train upon it before being smashed to pieces by the very vehicle.

As the train passed, Big Chill and Spider-Man phased up through the ground before becoming tangible again. Big Chill sighed in exhaustion as she reverted back to Gwen 10 in a flash of green light before nearly collapsing. Luckily, she was caught by Spider-Man.

"You okay," Spider-Man asked in concern.

She smiled before replying, "Yeah, just more exhausting when I do that with another person."

"I didn't know you could even do that," Spider-Man said as he allowed her to stand up.

"Neither did I," She replied. "I found out when I saved a civilian the other day."

"That's cool," Spider-Man said in awe. "If that isn't ultimate, then I don't know what is?"

Gwen raised a brow before saying, "You do remember I can turn into 'Ultimate' aliens right?"

Spider-Man chuckled sheepishly before rubbing the back of his head before replying, "Must have slipped my mind."

Suddenly, the sound of laughter was heard catching both heroes' attention. The looked and saw a crowd of civilians laughing at the sight in front of them. There was even a camera phone out taking pictures. The focus of the laughter seemed to be focused onto Spider-Man.

"What's so funny?" Spider-Man asked in a clueless tone.

Gwen then looked at where the eyes of the civilians were looking at before blushing. "Um, Spidey," She said as she pointed to what the people were laughing at.

Spider-Man then looked behind him and nearly screamed in embarrassment. There he saw a torn patch on the right butt cheek of his costume, showing off the said butt cheek. He immediately turned around covering the embarrassing spot. This was the most embarrassing thing that has ever happened to him. Well he has had some embarrassing moments but this was a doozy of a one.

Without wasting any effort, Gwen 10 took off her jacket before tying the sleeves around his waist, allowing the jacket to cover his bottom. She mildly glared at the civilians before activating the Omnitrix. Before she did, she noticed what appeared to be a roach on the watch-like device. Roaches were known to be abundant in New York but she didn't think about it before flicking away the bug. She immediately turned back to Big Chill in a flash of light before holding onto Spider-Man and flying out of the subway onto the streets of New York.

Unknown to the two heroes, the roach began making its way towards the dismantled Octobot. It stopped by one its tentacles, which the end immediately popped off revealing something inside. Inside was a robot around the roach's size, which had four legs and a singular, yellow optic. On its back was a vial of what appeared to be blood.

"Bio-sample obtained," the robot said aloud. "Returning to headquarters."

With that the robot then began making its way down the tunnel. The roach clicked a bit before following after the robot, as its compounded eyes flickered in a green glow.


At Midtown High, the starting bell for the day went off. Running towards the entrance, both Peter and Gwen were trying to make it to the door. They couldn't be late for school today.

Just as Peter was about to reach the door, it closed before he slammed into it causing him slowly slide down off the door. Gwen couldn't help cringe as Peter made an implant on the door.

Gwen walked up to him, offering a hand before asking, "You okay, Peter?"

Peter sighed as he took her hand, being pulled up before replying, "Yeah, though I wish this day was better."

"Tell me about it," Gwen said with a sigh. "So what do we do now?"

"Guys," A voice whispered out to them catching their attention. They turned to their left to see Harry Osborn, who was waving towards them from the ground window. Both smiled in relief as they made their way towards the window before stepping into the school. "Remind me to buy you two watches, or maybe a watch company. Hurry up, we'll miss homeroom."

(Good 'ole Harry, a friend one shouldn't substitute. This guy's had Peter's back since all of high school. Luckily for me, he had my back as well. It wouldn't be fun explaining to my parents why I was late for school.)

"You'd forget where you live if either MJ or Gwen didn't walk you home," Harry said with a smirk. "Just make sure you're not late tonight."

This caused Peter to blink in confusion before asking, "Late? For…?"

Harry sighed before saying, "My dad's out of town? The penthouse is open for movie marathon with you, me and MJ." He then turned to Gwen. "In fact, how about you join us as well? You can bring Nancy with you and we can all watch movies together."

Gwen gave a beaming smile, "That'd be great, Harry!"

(Wow! I can't believe I and Nancy are being invited to Harry Osborn's own home. I wonder if his television is colossal. It probably is.)

"Excuse us," A female voice spoke up catching their attention. They looked and saw Ava, Danny, Sam and Luke standing in front of him before Ava continued. "But can we borrow Petey and Gwen for a teensy sec?"

"Can it wait?" Peter said. "Harry and I—"

He didn't get to finish that sentence as Sam staring pushing him away before saying, "Parker. Talk. Now!"

"Whoa, what's the deal?" Harry asked.

(The deal? The deal is these guys: Luke, Ava, Danny and Sam. They're super heroes sort of like Peter and I. Power Man, White Tiger, Iron Fist and Nova. Unfortunately we can't tell Harry that. It takes away the whole secret identity thing. So it's time for some good ole fashion cover up, Gwen style.)

"Sorry about this, Harry," Gwen said to Harry as she walked with the others. "Peter and I joined this Sci-Fi/Fantasy club and today we're having a meeting over club activities."

"Later, Harry." Peter said as he was dragged away by his team.

Harry gave a minor frown as he walked down the hall. Ever since those new kids showed up, Peter seemed to be spending some his time with them. He wasn't the only one, Gwen seemed to be part of their little group too, and however Peter was his best friend. What was so important that Peter had to spend time with them and not him? He shrugged it off before continuing down the hall to class.


In the laboratory of Dr. Octavius and Dr. Animo, the small robot carrying the bio-sample of Spider-Man's blood walked through the entry into the lab. Close behind was the roach from the subway. The robot walked over to Octavius, who was working on something on one of the computers. The doctor noticed the robot walking up to him causing him to give a grim smile.

"Welcome home, my cherished bio-sample," He said as one of his metallic tentacle arms grabbed the vial from the robot. He then proceeded placing the vial into a digital sequencer but stopped when he saw the roach on the floor looking up at him with a click. "Disgusting vermin! Get out of my lab!" Dr. Octavius was about to smash the roach but stopped as Dr. Animo stood in front of the roach.

"Wait!" Dr. Animo shouted. "Don't smash it!"

Octavius raised a brow before saying, "And why not, Dr. Animo? It's nothing more than a filthy, disease-ridden cockroach."

"To you and others maybe," Animo said. "But to me, the key of unlocking the secrets of Gwen 10's device. Dr. Otto Octavius, I present to you my prototype of genetic and cybernetic manufacturing, the Techno-Bug!"

"Techno-Bug?" Octavius asked in a monotone voice.

"Yes Techno-Bug," Dr. Animo replied in a snippy tone. "This cybernetic enhanced insect is able to hack even the most sophisticated of machinery. And thanks to this prototype, we may have the information we need to duplicate the device Gwen 10 has."

Octavius smiled deviously before saying, "Well, I'd say congratulations are in order but let's hope for your sake you've acquired what Mr. Osborn is seeking."

Without another word Dr. Octavius analyzed the sample acquired by his robot. On the screen, he could see the red blood cells at the current magnification. Tapping one of the cells on the screen, the computer scanned the blood cell which pulled up the DNA of it causing Octavius to grin at the display.

"Fantastic," He said aloud. "Better than I ever imagined." He then tapped part of the DNA sequence to get a better look at it, making him grin more. "It's magnificent. Marvelous… but unfortunately lacks something."

"Might I suggest this, Dr. Octavius?" Animo's voice spoke up catching his attention.

He looked and saw Dr. Animo near another monitor, which showed a DNA strand as well. However, this strand was vastly different. The color of the strand was green and not blue like the one on his screen. Plus the strand was made from different compounds he was familiar with but never thought would be seen in a strand of DNA.

Dr. Octavius looked at Animo in question before asking, "Just what am I looking at, Animo?"

"While the Techno-Bug was unfortunate not to gain the integrated blueprints of the device," Dr. Animo said. "It was however able to obtain a file of a 'locked' DNA strand within Gwen 10's device. Would this suffice?"

Octavius grins as he replies, "Let us proceed."

Quickly typing on the computer, the components need, which luckily was stored in the lab, began filling into a small vial before mixing entirely. The genetic solution was green in color which made sense considering where it came from. Dr. Octavius then took the vial before inserting it into the digital sequencer and began to work. He combined the solution and the bio-sample together before watching the result.

Both scientists watched in awe as the solution merged with the blood cells before turning them pitch black. The cells then lost their shape before their form became more amorphous. Octavius then pulled the vial out and both scientists looked inside. They saw a blob of black mass pulsing and changing shape within the vial. They could believe their eyes, they together created a new life form.

"It's an abomination," Dr. Octavius said aloud. "Monstrous!"

"And yet so fascinating and ingenious at the same time," Dr. Animo added.

The attention shifted to the large monitor as the sound of static was heard. On the screen, Norman Osborn's face appeared looking down at the two scientists before saying, "Did you get the sample?"

"You have no idea, Mr. Osborn." Octavius replied. "Dr. Animo and I have isolated the deadliest aspects of Spider-Man's DNA. It's incredible. Distilled aggression. Pure venom. You wanted an army? Imagine one clad in living armor that infuse your soldiers with Spider-Man's powers. All we need is a few a few months…"

"Months?" Norman interrupted with a raised brow.

"Months," Octavius replied. "This is practically a new life form. The dangers of rushing—"

"Afraid lightning will strike twice?" Norman asked in an impatient but calm tone. "I gave you the facilities, the body and the help to handle our unique scientific endeavors. Use them."

Dr. Octavius inwardly growled but replied, "We will have something for you tonight." With that, the video call to Norman ended.


Back at Midtown High, it was lunch time, a time where students got together to eat and have fun. Unfortunately, Peter Parker wasn't having fun right now. He was frowning as Ava, Sam, Luke and Danny were laughing at the embarrassing picture of Spider-Man. He wasn't the only one not laughing. Gwen too was also frowning. That certain situation was not funny considering they were fighting a large octopus-like robot which for some reason wanted to stick Spider-Man with needles. It was not a fun experience for the two them.

"Okay, that I didn't need to see," Ava spoke as she sat next to Peter. "Why did we find out about this from Fury and not you two?"

"Um, because we just got here?" Peter replied. "You guys aren't our mommies and daddies."

"But they are our team, Peter," Gwen said. "They do need to be informed about anything that happens to us on the field."

"Even the embarrassing parts?" Peter asked with a raised brow.

Gwen sighed a bit before replying, "Even embarrassing parts."

"Stand alone or fall together, Pete." Danny said putting a hand on Peter's shoulder. "That's why we wanted to talk."

Peter shrugged off the hand before saying, "You want to talk? Let's talk about how you made me blow off my best friend. My time is my time. That was the deal I made with Fury."

"We also made a deal to work together, remember?" Luke said.

"Yeah, you got a job now, Parker." Sam added. "You don't need to kiss up to money bags anymore for cash."

The sudden sound of a lunch tray slamming on the table was heard. Gwen, Peter and the others looked to see Harry, who had slammed down the said tray. With a frown on his face he began to walk away from the table. Peter then immediately went after his best friend leaving the others there.

Gwen looked at Sam with a frown on her face. She saw that he had a smile on his face, which tore it for her. She raised a hand up before giving a major slap across Sam's face, causing the boy to cry out in shock as he fell out of his chair. The others were shocked at what Gwen did as the male teen rubbed his cheek while sitting on the floor, though they couldn't blame her for it.

"That was so out of line, Sam." Gwen said with a harsh tone before following after Peter.

Sam continued to rub his hurt cheek before asking, "What did I do?"

"There are many parts between the mind and the mouth." Danny said in proverb. "You should try using them sometimes."

"In my opinion," Ava spoke up. "You deserved that."

In the hallway, Gwen made her way towards Peter, who was in conversation with Harry. She reached close enough to hear what they were saying.

"Harry, I can explain…" Peter said.

"You don't need to explain," Harry said. "You have your detention friends to save your butt now."

"They are definitely not my friends," Peter retorted a reply.

"Oh yeah?" Harry asked with a raised brow. "Then what are they?"

"It's… complicated." Peter replied.

Harry frowned before turning to walk away and said, "Didn't use to be."

Gwen couldn't help but frown when she saw Peter gain a down casted look. She immediately walked up to the boy and places a hand on his shoulder, which caught his attention.

"You okay?" She asked.

"Not really." He simply replied.

"He'll come around eventually," She said. "I believe he just feels left out. Maybe we should make a plan?"

"I couldn't say it better myself," A female voice spoke catching their attention. They look and saw Mary Jane Watson. "Like Gwen said, Harry feels left out, so include him. Bring the new kids to his place tonight. By the end of the first flick it will be like old times with new friends."

Gwen and Peter blinked a bit before looking at one another. It wasn't actually a bad idea. It might be rough at the beginning but in the end it might work out.

"If you say so," Peter said, though still felt unsure about it.


Later that night at the Osborn home, Harry at the moment was watching the news. It was another segment on Spider-Man and his new partner Gwen 10. It showed footage taken at the subway where they fought the Octobot, before it was smashed to pieces by the subway train. The news didn't matter right now since he had a lot on his mind at the moment, mainly revolving around a certain best friend.

"Harry, everything alright?" Norman's voice spoke up catching his attention.

"It's nothing, I'm fine." Harry slightly muttered.

"What is it, son?" Norman asked. "We have no secrets."

He sighed before answering, "Pete's hanging with some new guys and he sort of ditched me."

"That doesn't sound like him," Norman replied while checking his watch.

"I know," Harry said. "But ever since those new kids showed up he's been different, he's distracted."

Harry looked up and saw that his father at the moment was distracted with the news on the TV. Norman watched intently and listened to the two newscasters talk about Spider-Man and Gwen 10. Harry couldn't help but inwardly groan, considering his father was obsessed with Spider-Man.

"So," Harry spoke up. "I'm going to move into the sewers and train albino alligators for the circus, okay?" This didn't get a response from Norman. Harry mildly scoffed before saying, "Dad of the year. Maybe I should learn to wall crawl."

"It'll work itself out, Harry." Norman said. "These things always do. I left a thousand dollars in case you get hungry. See you later, son." With that, Norman Osborn left the penthouse and Harry alone.

Just as he left, Harry pulled out his smartphone pressed a button for speed dial. It rang before someone on the other end answered and he replied, "Hey, it's Harry." He paused before replying, "Harry Osborn. What do you think we could do with a thousand dollars and my dad's penthouse?"

At the elevator, the doors opened up to reveal Peter, Gwen and the S.H.E.L.D. team in their civilian attire. They were ready to have some fun tonight, watching movies and other things. Gwen was surely excited about this, considering this is the first time she's been to Harry's place.

"Think of it as a team bonding exercise," Peter said. "Just without the costumes, fighting and stuff."

Sam frowned a bit before saying, "I don't need a new friend."

"Maybe not," Peter said. "But if you guys are going to invade my life, it's going to be on my terms. Harry's cool, it's going to be fun."

"Whatever," Sam said in a sulking tone.

"There's going to be movies and snacks," Gwen added with a smile.

Sam paused a bit before replying, "You had me at snacks."

Peter then rapped on the door and waited for Harry to answer. The door opened but however it wasn't Harry. This made both Peter and Gwen's eyes widen in shock.

"Flash?" Peter said in shocking surprise.

The blonde jock then opened the door before shouting, "Party!"

Sure enough, it was a party. Practically every student from their class was there. There was music, partygoers mingling and sure enough snacks and confections being served. Gwen ever saw her friend Nancy dancing amongst the crowd. This caused both Peter and Gwen to blink in confusion.

"Well," Peter said. "Didn't see that coming."

"Ditto," Gwen added with a nod.


Norman had just arrived at the lab to see Octavius and Animo's progress with the current project. He was shocked to find parts of the laboratory in shambles. Machines were either smashed or aflame with black smoke being expelled. His attention was brought to Octavius and Animo walking up to him.

"The new life form escaped." Octavius informed Norman.

"Octavius, Animo, what happened?" Norman asked in a firm voice. He wanted answers.

"You wanted a monster." Octavius replied. "We made you a monster." His attention shifted to a ripped off grate leading into a metal tunnel. "Or a masterpiece, history will be my judge."

Norman walked near the exit before asking, "Where is it?"

"Best guess," Octavius replied. "It's going back to where it came from."

Norman's brow furrowed a bit before saying, "Spider-Man."

"Unfortunately, Mr. Osborn," Animo spoke up. "He won't be its 'only' target."

"Explain," Norman simply asked, but the firmness still in his tone.

"You see," Animo explained. "Spider-Man's DNA wasn't the only thing added to the life form. We combined that with a synthesized genetic serum created from a genetic blueprint obtained from Gwen 10's device. And since part of her DNA was mixed with the device, it would make Spider-Man and Gwen 10 its genetic parents."

"And now it seeks what would be its family," Norman concluded gaining a nod from the scientist. "My, what a twisted reunion this will be."


Back at the Osborn penthouse, the party was still going. All of the students were raising their hands in the air like they didn't care. Except our favorite group of heroes-in-training, which they were confused by this whole thing.

"I'm missing homework for this?" Ava asked with an annoyed tone.

"This wasn't supposed to be… this." Peter answered before seeing one of his friends. "MJ!"

"Hey guys," Mary Jane said as she made her way over to the group. "Some party, huh?"

"I thought it was supposed to be movie night?" Gwen asked.

"Me too," Mary Jane replied. "But apparently we're watching half of the school party down at Harry's place instead."

"The whole school actually," Harry's voice spoke causing Peter and Mary Jane to turn around. "Except for the ones who weren't invited."

He then jabbed a thumb to Ava and the others. Gwen, Peter and Mary Jane looked and saw Sam stuffing his face with confections at the table. Ava then jabbed an elbow into Sam's back lightly telling him to show some manners.

"Whaht?" Sam said with his mouth full. "Thewe goohd nahchos!" Ava pointed towards Harry but Sam kept on eating.

"I invited them, Harry." Peter said. "I thought maybe if everyone got to know each other things could be cool." He saw Harry's expression didn't change. "Harry, I'm trying here, c'mon."

"I don't need any more friends." Harry replied. "As you can see, I've got plenty." To put emphasis on his answer, Harry then ran up to stage area where the piano was. He jumped onto it while holding the microphone with a smile on his face before shouting, "You guys are the best!"

"Harry! Harry! Harry!" The guests at the party chanted.

This caused Harry to gain a smug grin on his face. Peter made a minor down casted look. Mary Jane and Gwen looked at one another with a frown. This plan seemed to go sour pretty quickly.

"Maybe my plan was a little ill advised," Mary Jane said. "Any ideas?"

"Well—"

BEEP! BEEP! BEEP! BEEP! BEEP!

Gwen was immediately cut off from the loud beeping noise. This cause Mary Jane and the others to look at Gwen while holding their ears, to keep the sound of the beeping to a minimum on their hearing. Gwen looked down at her wrist and saw that the Omnitrix was making that sound. On the faceplate, the hourglass symbol was now yellow and flashing. With each flash came the beeps which were getting annoying.

"Is that a watch?" Mary Jane asked as she held her ears.

"Yeah," Gwen replied nervously as she covered it. "I need to get it fixed. Be back real quick!" With that she ran out of the room at haste.

Mary Jane raised a brow, "Maybe she should invest in a new watch, right Peter?" When she didn't get an answer she looked around and saw the boy was gone as well before giving a sigh. "Well this is going swell."

In the hallway, Gwen made sure to find a place to see what was up with the Omnitrix. Ever since she had it, it's never done anything like this before. She groaned as it kept beeping. She was going to get the bottom of this.

"Omnitrix," She said to her watch. "What the heck is going on with you?"

The watch minorly beeped before saying, "Genetic variant detected in vicinity. Omnitrix functions unavailable until scanning of variant complete."

"Genetic variant?" Gwen asked. "What genetic variant? Also why can't I use you until I scan this 'variant'?"

"Genetic variant detected in vicinity." The Omnitrix repeated. "Variant located ten meters from current position."

"Ten meters?" Gwen said. "But that would put whatever you're talking about at…" She then gasped in realization. "The party!"

Without wasting any effort, Gwen uncloaked her S.H.I.E.L.D. communicator before pressing a button. In a shimmer, her clothes were replaced with her hero attire. With a determined look on her face she rushed back to the penthouse.

Just as she arrived she saw various students running out of the penthouse in fright. Whatever this variant was, it was now causing havoc in Harry's home. She made a mad rush towards the entrance just as the last bit of students left. She turned around to see Ava and the others, minus Sam and Peter, escorting Harry and Mary Jane out of the penthouse.

She then turned back to the room to reveal a frightful sight. There fighting Spider-Man appeared to be a pitch black-skinned creature. It had a jagged mouth full of fangs, sharp claws and pure white, jagged predatory eyes. What's worse was what appeared to be tentacles sprouting out of its back.

(Oh great…I know enough hentai to know where this is going to go… What? Don't look at me like that guys. It's natural for teens my age to be curious about sexual stuff.)

The creature shrieked as it sent jagged tentacles at Spider-Man. He took action by jumping out of the way from the bookcase he was clinging to. He landed on the floor before getting into a fighting position with a furrowed brow.

"I'll only say this once without laughing," Spider-Man said. "Let the jock go, stink breath."

Nova then floated down next to Spider-Man before saying, "I think it likes you, webs."

"Feel free to ask it out, Bucket Head." Spider-Man retorted.

Gwen 10 then walked up next to the two before asking, "Should I ask why you told it to let the jock go?"

"To make it short," Spider-Man said. "That thing over there somehow bonded with Flash and is using his body to attack me."

Gwen 10 then noticed the creature looking at her as well, "Then why is that thing also eyeballing me?"

The creature shrieked as it sent tentacles at the three heroes. Gwen 10 and Spider-Man moved to the side while Nova was slicing off the tentacles with his hands encased in energy. Spider-Man couldn't help but smirk at the golden helmet wearing hero.

"I think it likes you better, Nova," Spider-Man snarked.

"I got this." Nova retorted.

Before he could react, the creature's form shifted before separating from its previous host, Flash Thompson, who was disoriented and grossed out by the experience before falling over. The amorous mass of the creature then attached itself to Nova, causing him to struggle and scream. Spider-Man and Gwen 10 watched with wide eyes as the black substance started encasing their teammate.

"It's in my pits!" Nova shouted as he struggled. "And worse it's in my pants!"

The mass fully merged with Nova. The now possessed Nova looked down at the two heroes, both eyeballing the two of them. It gave a feral grin, like it was sizing up its prey. Spider-Man and Gwen 10 backed up a little from the creature's gaze.

"Gwen, now would be a good time to go alien." Spider-Man said.

"I would, but I can't," Gwen 10 replied. "The Omnitrix is unavailable until I scan that thing."

"Say what!?" Spider-Man said with wide eyes.

Their attention was caught as they saw the creature forming a spiked mace from its claws, which was also enveloped in the energy Nova uses. It then used its natural elasticity to send its mace arm at the two heroes. Spider-Man immediately picked Gwen 10 up bridal-style, causing her to blush, and dodged out of the way of the incoming maces. Gwen knew to hold on tight as Spider-Man kept her from becoming bludgeoned or impaled by the organic mace.

Seeing its current tactic wasn't working, the creature enveloped its arms in energy before zooming towards the two heroes. Both heroes' eyes widened as it smashed into them causing them to fly out the window, smashing it to pieces. With that they began their fall from the building itself.

"Spidey, help!" Gwen 10 screamed as she made her descent below.

"I got you!" He shouted as he fired a strand of webbing at her. It attached to her back before it bungee loaded her back up and landed his arms. He gave her an assured smiled before saying, "We got to stop meeting like this."

"Do you say that to all the girls you save?" She asked with a grin. She giggled a bit when he turned away a bit with a blush.

Spider-Man's Spidey Sense went off as he held onto Gwen before quickly scaled up the building. Just as he did a blast of blue energy hit the side of the building causing dust and debris to fly. Gwen held on tight as she and Spider-Man landed on another part of the buildings side while looking down at the slime-possessed Nova.

"Okay, this time not a robot," Spider-Man said. "Definitely organic, alive, jumping from host to host."

"You mean like a Symbiote?" Gwen 10 spoke up, which answered his deduction.

"Exactly!" Spider-Man replied. "Man, it's great to have another science wiz on the team. Heh, I said wiz." His Spider Sense went off, warning him about something below. "Uh oh."

Spider-Man immediately jumped up higher on the wall of the building. Just as he did a blast of energy hit the side again, which the Symbiote-possessed Nova began chasing after the two heroes. It wasn't before long they reached the roof of the building. Spider-Man landed and then set Gwen 10 down on the ground as they faced the Symbiote. It hissed at them but stopped abruptly, causing the two heroes to raise a brow in confusion.

"GET IT OFF ME!" Nova's voice was heard as the creature was then covered in the same energy Nova uses. It expelled out trying to force the Symbiote off but unfortunately didn't work. It wasn't long before White Tiger, Power Man and Iron Fist showed up to enter the fray.

"How do we stop that thing without hurting Nova?" White Tiger asked looking at Spider-Man. "Ideas?"

"My irresistible comedic banter seems to have no effect." Spider-Man replied getting a deadpan look from White Tiger. "That's all I got."

"I can take it." Power Man spoke up with a firm voice.

"Let's not be hasty," Spider-Man said. "Make him promise to clean your room or something first." This caused Power Man to groan before rushing to the Symbiote. "Kidding. Don't touch it or it'll stick to you!"

"Not if you touch it hard enough." Power Man replied.

The super-strengthened teen then immediately grabbed the Symbiote. Surprisingly, he was able to tear it off of Nova but unfortunately went south fast. The Symbiote then started attaching itself to Power Man. The super strengthened teen struggled to pull it off but it was too late.

"Power Man, no!" White Tiger shouted in concern.

"This is bad," Spider-Man said.

"And about to get worse," Gwen 10 added.

The others watched as the Symbiote fully bonded with Power Man. Unlike when it bonded with Nova, its eyes were covered by Power Man's sunglasses. The Power Man-bonded Symbiote then shrieked as tentacles bursted from its back before pouncing at the four heroes. The heroes quickly dodged out of the way of the pounce.

The Symbiote then focused its attention on Spider-Man, which it extended its arm out like a whip and sent it at the wall crawler. Spider-Man jumped over the Symbiote whip before firing a strand of webbing at it. The strand hit but unfortunately was being dragged in. Spider-Man's eyes widened as the Symbiote absorbed the webbing like it was slurping up a noodle of spaghetti. Gwen 10 couldn't help but being shocked at this as well.

"It can absorb your webbing!?" Gwen 10 said in a shout.

"I'm as shocked as you are," Spider-Man replied.

Iron Fist jumped towards the Symbiote with his right fist covered in chi. The Symbiote jumped and avoided Iron Fist as his chi enhanced fist hit the flooring of the roof. It then gave a front kick to the underside of Iron Fist's chin, causing the martial artist teen to be sent back a few feet before lying on the ground completely.

White Tiger proceeded to ambush the Symbiote from behind. Unfortunately it didn't work as the Symbiote sensed her from behind it before sending at tentacle to counter her. It pulled her into a tight grip before the Symbiote slammed her into the ground. The Symbiote then turned its attention to Spider-Man.

Gwen 10 at the moment was fiddling with the Omnitrix trying to get it to work. Unfortunately it wasn't complying with her. "Come on, Omnitrix! My team needs me right now."

"Function not available," The Omnitrix replied. "Scanning variant must be complete before function can be available."

Gwen 10 looked up and saw that the Symbiote at the moment was distracted, in this case being electro-webbed by Spider-Man. She huffed before saying, "Better time to do it than later. Omnitrix scan life form."

"Activating Scan Mode," The Omnitrix said. The core then popped out before a yellow, flat horizontal beam of light hit the Symbiote before scanning it from head to toe. The scan didn't take long as it stopped before the core went back into the Omnitrix. "Scan complete. Life form is a genetic variant composed of 50% Klyntar Symbian, 25% arachnid/Homo Sapien hybrid and 25% Homo Sapien DNA."

"Arachnid Homo Sapien hybrid?" She repeated aloud. She though a bit before the light bulb in her head lit up knowing the answer before saying, "That thing was created from combining alien DNA with Spider-Man's!?" Her attention was turned back to the Symbiote as it was combating with Iron Fist again.

"All life is sacred, creature." Iron Fist said. "But what you're doing is wrong. Let him go before I forget I'm a pacifist."

Gwen then noticed Spider-Man climbing up from the side of the building. She rushed over and helped him over. He gave a nod in thanks, and then turned his attention to Iron Fist before saying, "Hasn't anyone ever heard of a long distance attack?"

Both Iron Fist and the Symbiote charged one another. With a raised chi enhanced fist, Iron Fist punches the Symbiote in the chest. This in terms separates it from Power Man, causing the teen that it bonded with to be sent into a ventilation vent. The Symbiote then proceeded to merge with Iron Fist. However, that proved difficult thanks to Iron Fist's major acrobatics and enhanced agility. He even sliced through a few pieces of its mass with his chi enhanced fist.

"Keep it up, Iron Fist," Spider-Man called out. "We'll find a way to contain it."

"And how do we contain a blob of black alien goo on a rooftop?" Gwen 10 asked with a raised brow.

"Still trying to figure that one out," Spider-Man replied.

Iron Fist then made for a jump to invade the Symbiote. Unfortunately, the Symbiote was able to ensnare his leg before pulling him to the floor. It then proceeded to bond with the martial artist, causing both Spider-Man and Gwen 10's eyes to widen.

"Iron Fist!" Spider-Man called out in concern.

Iron Fist looked at the two as he stood up as the Symbiote began taking over before saying, "I can hear its thoughts, they're-they're confused. Spider-Man, Gwen 10, it wants…both of you." With that the Symbiote fully took over before shrieking at the two heroes.

"What a problem," Spider-Man said. "I'm sorta planning to be me for the rest of my life." He then saw Gwen looking at him with a raised brow. "What? I do."

"And here's the main question," She said. "Why does it want me?"

"For you style and good looks?" Spider-Man replied in a joking manner. The conversation didn't last long as his Spidey-Sense went off.

The Symbiote-possessed Iron Fist then jumped at the two heroes. He began to use Iron Fist's knowledge of martial arts to enter close combat with Spider-Man. Spider-Man dodged a few times and also blocked a few hits. One of the Symbiote's attacks hit Spider-Man while he blocked with is right arm, which he then rubbed it contently to ease the pain away. Spider-Man then ducked from a chi-covered fist before firing a strand of webbing at the Symbiote's face. It tried smash Spider-Man, who back flipped away from it land gracefully as he watched it absorb his webbing again.

"H-how about we compromise?" Spider-Man said. "I get my body on weekends and weekdays. You get it when I have to mow the lawn."

The Symbiote ignored him as he sent a chi-covered punch at him. This caused Spider-Man to fly off the roof and crash into a Daily Bugle Communications billboard. The Symbiote then turned its attention to Gwen 10, who was ready to fight.

"Alright ugly, it's just you and me," Gwen 10 said with a furrowed brow. "How about you let my teammate go and I won't have to rough you up too much."

The Symbiote gave her a creepy grin, making her shutter, and did something she didn't expect. It spoke.

"Moooootheeeeeerrr," It said in a deep voice, causing Gwen 10's eyes to widen.

(D-did that thing call me its mother!?)

The Symbiote shrieked before rushing towards her. Without hesitating, she checked her Omnitrix and to her luck saw it was back to its original green hourglass symbol. She immediately activated it, causing the core to pop up before slamming it down and in a flash of green light, Gwen 10 transformed into…

"Diamondhead!" the female Petrosapien shouted. She held out her arms before firing shards of diamond at the Symbiote.

The Symbiote dodged side-to-side, evading the diamond shards. Seeing this not working, her arms formed diamond swords before she rushed towards it.


On the side of the building walking up the metal fire escape, Mary Jane Watson hoped to get the scoop of a lifetime. Behind her was Harry Osborn, who was trying to keep her from hurting herself.

"MJ, what are you doing?" Harry asked in concern.

"Getting the scoop of the year," She replied. "This is my ticket at a job at the Daily Bugle."

"More like a ticket to the hospital," Harry argued.

Mary Jane didn't listen as she continued up the steps towards where the sounds of the battle were heard. Harry sighed in frustration before following after the redhead.


Back on the roof, Diamondhead was knocked into a ventilation vent. She groaned as she held her diamond-hard head as she looked up at her opponent. With the Symbiote bonded to Iron Fist, it wasn't an easy opponent. The chi-enhanced fists could smash through her diamond walls and even if her body was durable, it still hurt.

The Symbiote was about to rush her but stopped abruptly. It seemed to be struggling for control of its body. Diamondhead watched as the Symbiote's right hand was encompassed with chi. She then heard Iron Fist's voice shout out.

"GET OUT!" He shouted as he slammed his fist onto the floor. This caused the Symbiote to separate from Iron Fist indefinitely. Unfortunately, it had eyes on another target.

Diamondhead looked to the side to see White Tiger, who was in position to attack the Symbiote if got close. The Symbiote itself was making its way towards the cat-like heroine. Without hesitating, the female Petrosapien immediately got up before rushing towards the Symbiote. She got in front of White Tiger, just as the Symbiote pounced. Instead of White Tiger, it pounced onto Diamondhead and began to merge with her.

Spider-Man saw this and shouted, "Diamondhead, no!"

Diamondhead struggled to get the amorous pile of goo off of her. The others watched as the Symbiote began to take her over. Her entire crystalline body was covered in the black mass, before she turned to the others with sharpened fangs and pointed eyes. The Symbiote-merged Petrosapien shrieked at the others.

"This is so not good," Spider-Man said in a worried tone.

"Not only that, but that thing also has her transformations at its disposal," White Tiger added with the same tone. "How do we stop her?"

"Hopefully it doesn't know how to switch forms?" Spider-Man said in a hopeful voice.

They looked and saw the Symbiote grin with glee as it looked down at its chest at the dial. This made both White Tiger and Spider-Man's eyes widen at the horrifying truth. The Symbiote was going to use the Omnitrix. The Symbiote raised its right clawed hand up before slamming down on the dial of the Omnitrix. Both Spider-Man and White Tiger flinched as that happened. When they didn't see the flash of light they looked back at it in confusion.

The Symbiote was just as confused as well. It looked at its chest and slammed the dial again. Nothing happened again until a beeping sound from the dial was heard by it and the two heroes. They saw the dial was also giving off a blinking green light.

"Unauthorized access detected," The computerized voice of the Omnitrix spoke up, catching the hero's attention.

"Unauthorized access?" White Tiger spoke up with a raised brow.

"I get it," Spider-Man said catching her attention. "The Omnitrix must have some sort of security to keep others other than Gwen from using it."

"Activating Omnitrix security protocol," The Omnitrix's voice spoke up.

Suddenly, bright green energy began to grow from the dial. Spider-Man and White Tiger watched as the energy then shot through the Symbiote's body, causing it to shriek in pain. The mass around the Petrosapien began to shift and warp until it was shot off of Diamondhead. The Symbiote landed a few feet away in a heap, sparking with green electricity. Spider-Man and White Tiger saw Diamondhead with a look of daze and exhaustion. In a flash of red light, she reverted back to Gwen 10 before falling over. Spider-Man quickly jumped to her and caught the heroine before she fell to the floor.

"Gwen, you okay?" Spider-Man asked with concern.

Gwen 10 groaned a bit before opening her eyes and looked at Spider-Man before asking, "What happened?"

"Well, you got possessed by the Symbiote." Spider-Man explained causing Gwen to groan in disgust. "But your Omnitrix activated a security protocol and shocked the thing off you."

"Then why do I feel drained?" Gwen asked in tired tone.

"Maybe it took a lot of energy to use the protocol," Spider-Man brought up. "That would explain why you transformed back and why you're tired. All in all, I'm glad you're okay."

"It's sweet that you were worried about me," Gwen said with a smile. This caused Spider-Man to blush a bit under his mask.

"Guys, look out!" White Tiger called out in concern.

Spider-Man and Gwen 10 looked to see the Symbiote was about pounce on them. Without hesitation, Spider-Man grabbed Gwen before tossing her away at White Tiger. The heroine caught her just as the Symbiote latched onto the web-clad hero. Gwen 10 and White Tiger's eyes widened in horror as the mass of black goo bonded with Spider-Man.

"Spidey, no!" Gwen 10 shouted as she reached out to him but was held back by White Tiger.

The Symbiote's appearance changed once it merged with Spider-Man. Its body was now had a hulking form with a muscular build. On his chest was a pure white spider symbol and had two white square patches on the back of his hands. Its mouth was filled with sharp, white fangs and a long tongue. In other words, it looked more sinister than when it bonded with the others.

"S-Spider-Man, is that you?" Gwen 10 called out with a stutter.

The Symbiote then grinned before saying, "There is no more Spider-Man and no more Symbiote. Only…VENOM!" The Symbiote, now known as Venom, gave a mighty shriek at the two heroines.

"Spider-Man, I know you're in there." White Tiger said with her claws raised. "I don't want to hurt you."

"But we want to hurt you," Venom replied before charging at the heroine.

White Tiger retaliated by slashing at Venom, causing a few gashes to form on its black body. Unfortunately, the Symbiote's healing factor worked instantly and made it appear as if it wasn't hurt to begin with. Venom then went in for a punch, however, White Tiger back flipped out of the way of the crushing blow. She used her natural agility before flipping onto a platform near an antenna tower. Venom grinned before sending a volley of tentacles at her. Before she could react, a few of the tentacles pulled down the tower and pulled her feet from under her, causing her to be trapped under the fallen tower.

"Iron Fist, help White Tiger!" Gwen 10 called out to the martial artist. He nodded and assisted White Tiger, while she confronted Venom. "Spidey, I know you're in there. You need to fight it!"

"There is no, Spider-Man. Only Venom!" Venom replied with a grin as its tongue lathered out, causing her to shiver in disgust.

Gwen 10 then tried to active her Omnitrix, only to receive a powered down beep. She looked down at it to see it was still recharging from the security protocol from before. She groaned before saying, "Worst time to be powered down, Omnitrix."

A battle cry was heard, catching both Venom and Gwen 10's attention. They looked to see Iron Fist running towards Venom, with his fist encompassed in chi energy. He made for an attack but unfortunately was entangled by Venom's tentacles. It twirled Iron Fist around before sticking him to the wall with bio mass. Once he was out of the way, Venom turned his attention to Gwen who started backing away again.

Behind Venom, Nova lifted himself up, looking at the Symbiote walking towards his second-in-command before saying, "I wish we hadn't just have a special moment where you sacrificed yourself and junk. Sorry, Web-Head."

With that, Nova then fired a beam of energy at Venom. It hit the Symbiote causing it shriek in frustration before turning its attention to Nova. As the beam of energy blasted it, Venom was forcing its way towards the helmet wearing hero. This caused both Nova and Gwen 10 to widen their eyes in shock.

In the background, Mary Jane Watson and Harry Osborn were watching the battle. Mary Jane was filming it with her smartphone while Harry looked around to see if his best friend was around.

"Do you see Peter?" Harry asked his red-headed friend.

She shook her head before replying, "Can't get a clear shot."

Harry then looked at the battle, focusing on Venom before saying, "Whoa! It's stronger than Spider-Man."

Venom made his way towards Nova, who just stopped firing his energy blast in exhaustion. It grabbed the helmet-wearing hero, raising him up in the air before slamming him down into the ground. Venom hissed as he then looked to the side and saw both Mary Jane and Harry. It grinned before rushing towards the two teens.

Just as it was about to reach for them, it stopped immediately before crying out in pain. Venom's form began to shift and bulge as Spider-Man bursted out halfway from the Symbiote's body. Gwen 10 and the others watched as Spider-Man initiated close combat with Venom, sending out punches at the mass of black goo.

"Alright, ugly, leave my friends alone!" Spider-Man said giving Venom another punch to its face.

Gwen and the others watched as Spider-Man and Venom exchanged blows with one another smashing through various objects in their fight. Unfortunately for Spider-Man, Venom's strength didn't wane. Since it was still attached to him, the Symbiote wouldn't tire until it was without a host. Venom then enveloped Spider-Man's fists before trying to pull him back into its body.

"It's too strong," Spider-Man said in a struggled voice. "Can't do it… alone!" He then gave a yelp as he was pulled back into Venom once more.

"We have to save Spidey," White Tiger said. "Anyone have an idea?"

"I think I do," Gwen 10 said catching their attention. "When the Omnitrix scanned it, it said that thing had alien and Spider-Man's DNA. Since that thing had an interest in both me and Spider-Man, I would guess it also has my DNA as well."

"What's your point?" Power Man asked with a raised brow.

"My point is that the Omnitrix was able to identify the species used to create that thing," Gwen 10 replied before turning to Nova. "Nova, you're the alien expert. Can you tell me what a Klyntar Symbian is?"

This caused Nova to pale a bit before saying, "Yeah I do. The Klyntar Symbians are a race of amorphous life forms from the Andromeda Galaxy. They're known to attach themselves to other life forms to gain full bodies."

"Any weaknesses?" Gwen 10 asked.

"Three," He simply replied. "The first one is fire, the second electricity and the third is sound."

A minor beep was heard as Gwen looked down at her wrist. There she saw that the Omnitrix was fully recharged and ready to go. She smiled before saying, "Then it's time to crank up the volume." With that, she activated the Omnitrix before slamming down on its core and in a flash of green light she transformed into…

"Echo Echo!" She shouted in a high, pitched robotic voice.

This caused Nova to smirk before saying, "A Sonorosian, an excellent choice."

The female Sonorosian nodded at him before replying, "Can't. Burn. Him. As. Heatblast. And. Cannot. Shock. Him. As. Feedback. So. This. Was. The. Best. Option."

Without another word, Echo Echo then made several copies of herself. They surrounded Venom, who was giving each one a furrowed glare. They got all in position and ready to begin. Each took a deep breath before sending out blasts of sound at Venom. As the sound waves hit, Venom shrieked in pain as his form began to distort and shift. A few seconds passed as Spider-Man was seen bursting out again but was immediately pulled back into the Symbiote. Venom growled as it raised both arms up before slamming them on the ground. This in terms caused a shockwave to shake the roof a bit and knock a few of the Echo Echo copies off balance, ending the attack all together.

"It's. Not. Enough." Echo Echo called out. "Regroup. Everyone!" The copies followed her order before merging back into her. She faced Venom, who was growling with his tongue lashing out, before saying. "Alright. Big. Boy. Looks. Like. I'm. Going. To. Crank. It. Up. To. Ultimate. For. You."

She turned the dial on her chest, causing the Omnitrix core to pop out before slamming her hand down on it, causing four spikes to pop out of the dial rim. Her body then was enveloped in a wave of green energy, causing her body to change again. Her height grew up to her average height and her shape was feminine. Her body was now covered in blue metal skin with fifteen blue, speaker-like components attached to her body and had longer arms and legs, which were stumped. The power control pack was replaced with a marking resembling a cassette tape. The transformation was complete leaving her teammates in awe of the new transformation.

"Ultimate Echo Echo!" She shouted out in a more feminine robotic-sounding voice, similar to a speaker.

"Whoa!" Nova exclaimed. "An Ultimate Sonorosian."

"Yep," She replied before turning to Venom. "And this one's going to raise the roof."

She then grabbed two disks from her shoulders before tossing them at Venom. They circled around the Symbiote before duplicating and forming a dome around it. Venom shrieked before trying to pounce at U. Echo Echo. Unfortunately, one of the disks sent out a wave a sound, causing the Symbiote pain and knocked him back.

"Sorry, slimy," She said. "It's rude to interrupt a concert. Also Spider-Man, sorry about this, this is going to hurt." She crossed her arm before shouting, "Sonic… DOOM!"

With that, waves of sound were bombarding the Symbiote. It shrieked it pain and agony as the waves kept pummeling it. The others had to cover their ears at the intensity of the sound as they watched in shock. Venom's body began to bulge out before it dispersed, destroying the creature completely. U. Echo Echo stopped her attack immediately before looking at the result. There in the middle she saw Spider-Man, who was dazed and tired at the same time. He was about to fall until she rushed to him and held onto him.

He looked up at her with a weary smile before asking, "Did we win?"

She giggled a bit before replying, "Yeah, we did."

"Good," He replied before sticking his pinkie finger into his ear drum. "Cause for some reason I have an intense ringing in my ears."

With that said, U. Echo Echo then tapped the dial on her chest before shifting back to Echo Echo and then shifting back to Gwen 10 in a flash of green light. White Tiger and Power Man walked over to Iron Fist, who was still trapped in the bio mass attaching him to the wall. Both gave a mighty tug, freeing their teammate. However, it didn't go without a certain outcome.

While ripping off the bio mass, it caused Iron Fist's attire to be ripped off as well leaving him in his undergarment. The undergarment appeared to be a type of male briefs where the band was yellow and the rest was green. On the right side of it was a symbol of a black dragon. The sight caused both Gwen 10 and White Tiger to go wide eyed with a blush under their masks.

"What?" Iron Fist asked with a smile. "It's a monk thing."

Shuffling of feet was heard catching the group of hero's attention. They looked to the side to see both Harry and Mary Jane run up to the heroes.

"Have you seen my friend, Peter?" Harry asked.

"Shrimpy kid?" Power Man replied with a question.

"Spaghetti arms?" Nova added.

"Three dollar haircut?" Iron Fist also added.

"Only a 98 average?" White Tiger added causing the others to look at her with a raised brow. "That's not a jokey insult?"

Gwen 10 put a hand on her shoulder in comfort, "You'll get it eventually."

"Don't worry, he's fine." Spider-Man spoke up.

"Good," Harry said with a smile. "He's my best friend."

Suddenly, the door to the roof opened up, catching their attention. There they saw Norman Osborn, along with two police officers and Lieutenant Lee with him. He looked around seeing no sign of the Symbiote and turned his attention to the group of heroes.

"You destroyed it?" He spoke in a heated tone. He then noticed their raised brow expressions before correcting himself. "Thank goodness. Get the heroes some help." As the officers tended to them, Norman went up to Harry before pulling him into a hug and saying, "Harry, you could have been killed. You're lucky Spider-Man and Gwen 10 were around."

"Sure," Harry said in a mild sarcastic tone. "Hurray for Spider-Man and Gwen 10."


Back at the lab, Osborn just entered as both Octavius and Animo were waiting for him. They knew what was going to happen. They were going to be scolded for the incident. Better to get it over with now than later.

"Begin the tirade," Octavius said. "We're ready."

"On the contrary," Norman said. "You two of all people should know how genius can rise from disaster. The Symbiote was a success. I want an improved prototype, one that the spider, the shape shifter and their troublemakers can't stop."

This caused both Animo and Octavius smirk which the latter replied, "We'll make it our life's work, sir."

"They'll know our genius soon enough," Animo added with a grin.


Back at the Osborn penthouse, Peter, Mary Jane, Harry and Gwen at the moment were cleaning. Peter, Mary Jane and Gwen offered to help Harry clean up the mess from the party plus the Symbiote attack. Harry at the moment was having a hard time figuring out how to use the mop when Mary Jane points it out for him.

"The floppy end does the cleaning," She said.

Harry blinked a bit before replying, "Uh, I knew that." Gwen couldn't help but giggle at this while used the push broom.

(Some night, huh guys? With that Venom thing destroyed, we hopefully don't have to worry about it anytime soon. Though I can't help but be suspicious about Mr. Osborn. He seemed a bit angry that it was destroyed. I might need to keep an eye out just for both mine and Peter's sake.)

"Hey," Peter said catching Harry's attention.

"Hey," Harry replied.

Marry Jane saw this before smiling and said, "Double 'hey' means you two needs some guy-time." She then turned to Gwen before saying, "Shall we let them sort things out?"

Gwen nodded, "Sure thing."

With that, Mary Jane and Gwen walked away from the two boys. While a distant away, Gwen looked at Mary Jane. Maybe this a time she could fully ask.

"Hey MJ?" Gwen asked catching her attention.

"Yeah?" Mary Jane replied with a question.

"I need to ask you something," Gwen said. "Something personal."

"Let me guess," Mary Jane said. "You're going to ask if I have a crush on Peter, right?"

This caused Gwen to blink in shock before saying, "How did you—"

"It's pretty obvious," Mary Jane said. "I've seen the way you look at him. Plus Nancy told me you've had a crush on him since the beginning of high school."

(Sigh. Good 'ole Nancy. Remind me to berate her about spilling secrets like that.)

"You don't have to worry about me 'stealing him'," Mary Jane continued. "I love him more like a little brother than anything. In fact, I'd say all power to you to pursue him."

"Really?" Gwen asked with a hopeful and relieved tone.

"You two would make a wonderful couple," Mary Jane said with a smile. "I'd be happy if Peter found someone he can relate to that made him happy. And you, Gwen Stacy, fit that description in my book."

Gwen smiled before hugging the red-head and said, "Thank you, Mary Jane."

"No problem," Mary Jane replied with a smile. "How about next weekend you, Nancy, Ava and I have a sleepover? We can all discuss a way to sway Peter to you."

Gwen sheepishly laughed with a blush before replying, "It sounds wonderful but let's not go too far."

Both girls laughed together before continuing to help clean the penthouse. Unknown to Peter, Gwen and Mary Jane, behind Harry was a jar. Inside it, was what appeared to be a piece of the Symbiote. The piece wavered and moved its amorphous body before forming what appeared to be glaring eyes. A mouth then began to form a grin on its now apparent face. It will bide its time. Soon it will bring both its "mother" and "father" to their knees. It was a poison for both Gwen 10 and Spider-Man. It was Venom.


That's the end of that chapter! Hope you guys love that one. Keep an eye out for any grammatical errors and such. Also try to spot the references I added from a certain animated show :3 Until next time, true believers!

Next Chapter: Flight of the Iron Spider