This is Chapter 2 of Once Upon A Symbiote and I hope you enjoyed. This story will start in MCU but in another chapter or two it will be in DCU. Let me know about any mistakes I have made and PM me if you have any interesting ideas to make the story exciting. Constructive criticism does help too.

BTW chapter 1 was written in first person by accident and I'm too lazy to fix it. The story is now written in third person.


Leo awoke to his little brother shaking me.

"Leo, mom said breakfast is done."

"I'll be there in a few minutes." He said rubbing the tiredness out of his eyes.

Leo got up, took a quick shower, got dressed, and went to the kitchen for food. His little brother, David, was sitting down at the dinning table, watching YouTube while eating a slice of toast. David is 11, has dark brown hair, brown eyes, and is about 5'1''.

"Mornin." I greeted.

"Good morning honey."

"Whats up."

Leo grabbed a slice of toast, his backpack, the cookies on the counter, and walked out of the house.

"Leaving already?" Mom asked.

"Yeah, I got a school project to work on, I want to get an early start." He replied.

"Alright, have a good day at school."

"Bye."

He shut the door and went to back to the construction site he first tested my powers.

"Alright this time let's not crash through a building."

{Yes, but i'm perfectly fine if you do.} Toxin said as the suit formed around me.

''Jerk.'' Leo replied to Toxin as he shot another web out from my wrist.

Leo jumped down, on his own this time, and it felt amazing. When Toxin wraps his gooey body around Leo to form the suit he can feel it protecting him like steel armor, but at the same time he retains all of his senses, almost like a second outer layer of skin. Leo felt the wind rushing past his face and the feeling of butterflies in his stomach made him feel more alive than he ever has. Leo's free fall came to an end and the web straightened up, the momentum coming into play, propelling him forward. Leo could see the busy streets of Queens below him, the sound of honking and the occasional train passing by seemed to bring back good memories.

Leo was about to reach the climax of my swing but didn't exactly know what to do.

{You know, it works best when you let go.}

"Nuh-uh, I ain't letting go."

{Well then we are gonna become paste on the wall when we swing back so imma take over for a minute.}

Toxin took control over his body and he made Lro let go of the web. He then made another web come out of Leosl's wrist and they swung by the buildings. Toxin's control gradually dissipated until Leo was in complete control over his body and was flying through Queens with no trouble.

"How am I able to do this after only testing it once before this?"

{It's because of the memories my grandfather have are transferred down to their offspring, and then their memories, including the one they inherit, are transferred to their offspring, and so-on.}

"Ahh I see, so your grandfather having Spider-Man as a host learned how to web swing and passed it down, now that's neat."

Leo swung around for another few minutes before he realized that he was gonna be late for school as he had missed my bus.

"Shit! I lost track of time and I missed my bus!"

{Why don't you just swing there?}

"Well I don't want to be seen..."

{Aren't you forgetting about another power that you unlocked after your little freak out session?}

"Hey! It's not my fault that I have a bit of social anxiety! You try living in this society!"

{I'm an alien that is on a planet run by humans, who have been known to kill each other over little things, imagine what would happen to me if I was found out before I had a host. Pretty sure it would end in my getting dissected, or atleast them trying to before they lock me up in a tube.}

"Well you didn't come from space, you are the offspring of the offspring of the one who came from space. Anyways I'm almost to school so we gotta land somewhere I can't be seen."

Leo swung around for another minute before he landed on the roof near the back of the school and climbed down the walls slowly as to not fall and to make sure no one could see him.

The suit disappeared back into his body and Leo entered through the back door of the school.

'Good thing I brought my backpack with me or else I would have been screwed.'

Lep walked into his classroom and put in his earbuds waiting for class to start.

-

-

-

"Whew! I'm exhausted."

"Exhausted of getting a 65% on all of your tests?" Chris asked with an innocent smile.

"Ha ha ha. Very funny Chrissy."

"You know I could help you study, if you wanted."

"Yeah but im too lazy to do that, I'd rather sleep."

"That's why your single."

"Like you can talk, besides I'm too lazy to keep up with a commitment like that."

"Whatever, I'll see you later Leo." Chris waved goodbye.

"Yeah, see ya." Leo replied.

They both got onto their seperate busses and went home.

When Leo got home he did his normal routine. Leo put his stuff on the counter, went into his room to change clothes, and take a nap. Then he would wake up and go to work for a few hours. That was how boring Leo's life was and he didn't expect it to get less boring until Toxin came along. Leo was heading into his house when his senses started yelling at him to stop and turn around. He ignored them thinking that it was just him being tired but he immediately regretted his actions. Lep saw his mother on the ground with blood everywhere, she had been ripped to shreds, but somehow she was still breathing.

"Mom!" Leo ran to her side.

He moved the hairstrands out of her face.

"It's gonna be alright, I-I-I'll get you to a hospital and you'll be fine." Leo said with tears coming out of his eyes like a waterfall.

"Leo, honey. It's okay, I won't make it to the hospital, but you need to get your brother and leave quickly. I don't know how long the monster will be gone for." She started coughing up blood.

"Who did this to you? Who!?" Leo screamed.

"Run…" Those were the last words she said to him before the light faded from her eyes.

Leo held her close to him as he sobbed into her shoulder.

"Oh how sad." A familiar voice said in a mocking tone.

He pulled himself off of his mother and looked behind him only to see a sight that was just as bad as his mother's death. The monster that Leo had first saw was holding David hostage with one of its tentacles.

"But don't worry, all three of you will be reunited very soon."

"Leave him out of it." Leo yelled at the monster.

Carnage just laughed as another tendril came out of its back and went straight through David's chest.

"NOOO!"

His suit appeared and he charged at Carnage. Leo tackled him to the ground and threw him out the window. He jumped over to David and checked his pulse. There was no beat, not even the faintest sign of life.

"No, no, no, please wake up, please! Please."

Leo begged.

Carnage came crashing through the window he had been through out of.

"Don't worry, you'll see them again very soon." Carnage said as he shot several sharp tendrils at Leo. He dodged most of them but a couple of them stabbed him in his leg and arm. Leo shot two webs at Carnage and slingshotted himself at Carnage. Carnage caught him by the leg and threw him into the wall. Leo shot back up fuelled by anger and his body started shifting into a larger, bulkier form. Leo now stood at about 7.5 feet tall, he had sharp black claws, his face had changed the most. He now had a mouth full of sharp black teeth with no lips as well as a freakishly long tongue. He charged at Carnage and slashed him with his sharp claws dealing much damage to Carnages chest. Carnage jumped up and shot several sharp tendrils at Leo. Leo retaliated with a couple tendrils of his own but he wasn't nearly as experienced at using them as Carnage. Carnage changed the direction his tendrils were going causing Leo to miss and get stabbed in several places. Leo ignored the pain and instead ran at the red Symbiote and slammed him through several walls. Once the two symbiotes were outside Leo Spun on his heel and threw Carnage into the side of a nearby building. By now Leo was panting and exhausted, kept conscious only by adrenaline and rage. Carnage leapt don't of the hole on the building that had been made but was intercepted by another Symbiote that looked like Toxin but was black and white. Leo took a step forward but instantly fell to his knee, the toll of his new form made itself known.

{Feel… Tired… Can't keep going.}

The suit melted back into his body and he fell onto the ground, black spots covering up his vision. The last thing he remembered was a red and blue blur picking him up and saying.

"Hang in there kid."

Exhaustion overtook Leo's body as he slipped into the world of dreams.

-

-

-

Leo awoke with a jolt, taking notice of his new unfamiliar surroundings. He looked around and saw that he was onto of a building of some kind. He went to the edge and looked directly down and saw that he was over 30 stories up in the air. He quickly backed up and cursed.

"Looks like someone's awake." A mysterious voice said, startling Leo.

Leo's head whipped over to wear the voice had come from and immediately dropped his jaw to the floor. Standing there was Leo's idle, Spider-Man wearing his iconic red and blue uniform.

"Hungry?" He asked as he showed the box of doughnuts and two coffees he had.

Leo only dumbly nodded as he was still in shock at seeing his idle. Leo snapped out of it when he noticed his stomach growling and gratefully excepted his offer of doughnuts and

coffee. They sat down at the edge and ate.

"You know the best part about being Spider-Man isn't the fighting, or the fame, but I personally like the views I get to see like this." Spider-Man said trying to break the ice.

Leo chuckled at this.

"The only view I got when I first swung was a

brick wall."

They both chuckled at that and were in an awkward silence for a few seconds before Leo was asked a question.

"So how long ago did you gain your powers?"

"About a day or two ago, I decided to enjoy a little bit of a longer walk after work, than I saw him." Leo said with anger at the mention of the monster who had killed his family. "He slaughtered them like they didn't matter, like ending their life would mean absolutely nothing. My brother was only 11 for God's sake!" Leo yelled slamming his fist down into the concrete floor next to him, leaving a large crack in it, surprising both him and Spider-Man.

"I understand how you feel. My uncle died around the time I got my powers. I could have stopped the man from even coming near my uncle but I let him go. I was angry, angrier then I ever had been, so angry that I wanted to end the life of the man who had ended my uncles life. I could have done it but I didn't because in that moment a saying my uncle used to say popped into my head, 'With great power, comes great responsibility.' What I'm trying to say is that if you take out your revenge on them than you are just becoming the very thing that you hated."

Leo thought about what his idle had said and agreed hesitantly.

"Maybe you're right, but I still can't forgive him for what he did."

Spider-Man nodded in agreement and handed Leo a slip of paper.

"You have two options. The first one being you go solo and I will have nothing to do with you unless I must intervene. The second option being I take you under my wing, or web, and teach you everything I know. If you choose the second option than meet me at the location on that paper at 10 PM sharp. I'll wait three nights before I assume you took the solo option." As Spider-Man finished his explanation he waved good-bye and jumped off the side of the building, swinging away to only God knows where.

Leo sat there for a few more minutes trying to decide what he was going to do. He stood up and decided that he should collect his belongings before he moved any further.

'Hey Toxin! You awake?' Leo asked mentally.

{Huh? What happened? My memory's a bit foggy.}

'I'm not too sure what happened either, but what I'm sure of is we need to get back home to gather my things. We have some things to discuss.'

Leo felt Toxin nod in understanding as the suit materialized around Leo and he swung home.