Meanwhile, he gets a surprisingly fast response from Kate, saying she's on her way and asking where he is. Peter gives her the street, and she says she's on her way.

Peter deems it best to try to keep Venom where he is until Kate arrives to help, so he stops running and goes back to the edge, looking down at the rooftop two stories below him, where he does not find Venom, but instead, Yelena. He does not know who Yelena is; what he DOES know is that Venom disappeared and now there's a strange woman left where Venom was. Nervously, Peter calls to Yelena,

"Who are you? Where's Venom?"

Venom tells Yelena, "This had better work."

Yelena replies to Venom, "Trust me. The best way to stop this guy will be to talk him down, gain his trust, THEN kill him."

Secretly, Yelena is hiding her real plan from Venom: to let Spider-Man go, if she can get more information and it seems to pass the eye test. If the courts let Spider-Man go, it is obvious to her that there is probably not a reason to hunt him.

Venom asks Yelena, "Okay, here's a question: even if he didn't KILL Mysterio, we're still justified in killing him, right?"

"Oh yeah, definitely," Yelena says, keeping up her charade. "At the least, he should go to jail. You know what? He didn't kill, let's just make this a jail thing."

Venom says, "For a hundred million billion trillion years!"

Peter repeats his call. "Who are you?"

Venom asks Yelena, "You gonna take this call?"

Yelena calls back to Peter, "Okay, it's actually kind of complicated, so if you come down here so I don't have to shout, we can discuss this."

"No!" Peter responds. "I don't know you! I don't trust you!" He adds, talking to himself, "Ah, so THAT'S why Sandman sandmanned."

"Look," Yelena speaks loudly because of height and distance, "I have absolutely no intentions of harming you."

Venom chuckles to himself, "For the time being."

Peter asks Yelena, still talking loudly, "Where's Venom?"

"Again, kind of complicated," Yelena says, walking across the roof in Peter's direction. "It's a funny story, actually. Maybe we can discuss it over some coffee?"

Peter looks up at the moon. "At midnight?"

"Okay, maybe not at midnight," Yelena concedes, talking quieter but still loudly as she reaches the edge of her rooftop. If she and Peter were not two stories apart, they would be mere feet from each other. She looks up, and Peter looks down.

Neither says anything.

Yelena finally says, "So? Do you want to hear the story? Okay, here watch this, this might get you interested." Talking to Venom, she says, "Okay, Venny, do the thing."

Venom exclaims, "Oh, yeah!" and comes out of Yelena, transforming her into Venom.

Peter literally shrieks, but only for a split-second. He shoots a web at Venom, who blocks it with his hand. He then runs away.

Venom goes back inside Yelena, leaving Yelena standing there with no trace of Venom. "Spider-Man, come back!" She calls. "It's just me, little old Yelena! Okay, I'm not old, that is a definite lie."

Venom tells Yelena, "You are not old. You are young and beautiful. You are amazing."

"See," Yelena says, "this is why you're my favorite evil entity that's ever taken me over."

"Wait, what?" Venom reacts. "You were taken over by another entity?"

"His name was Dreykov," Yelena says. "He had a different kind of control. He more just made me evil and stuff so I could kill people for him."

Venom muses, "Who knew there were so many different kinds of mind control?"

On the rooftops, voices carry further than they do on the enclosed ground. Besides, Peter's Spidey-sense tells him that Yelena is up to no good, and he stops running to hear her. He hears Yelena seemingly talking to herself. Slowly, cautiously, he goes back to check out what exactly is going on. "Russian lady?" He calls.

"Spider-Man!" Yelena calls back happily. "You came back! I KNEW you would be interested in my story!"

Peter, suspicious and curious, reaches the edge and looks two stories down. Yelena is standing there, with no Venom around. On the ground, twelve stories down from Peter, approaching from the darkness of the streets, he spots Kate with her bow drawn ready to shoot. However, in the dark, he has to squint to see her, even in the moonlight, so he can tell that it is indeed her. Distance does not help things.

When Yelena sees Peter two stories straight up, she says, "Okay, story time. Now, back in the late '70s, I was born, and it was a monumental occasion for the universe. Then… then…" She sees Peter looking off into the distance and not paying attention to her. "Okay, rude," she says, turning to look where Peter is looking.

With Yelena distracted, Peter holds the palm of his hand out as a sign for Kate to stop.

Kate stops walking, but keeps her bow drawn, pointed at Yelena, though she cannot see that it is Yelena. Just a figure shadowed by the night. Definitely not a 'giant black monster.'

However, Yelena can see that the figure has a bow and arrow, and she immediately knows who that is. She calls down, "Hey!"

Kate recognizes the voice. She lowers the bow and mutters to herself, "You've gotta be kidding me."

"Kate Bishop!" Yelena calls, waving wildly. "I've been meaning to get together for, like, EVER!"

Peter is confused. He asks, "Wait, wait, wait, you know each other?"

Yelena replies proudly, "We're practically besties."

Kate starts walking forward again, keeping her arrow pointed at Yelena. "What are you doing up there with Spider-Man?!" She calls.

"We're just talking!" Yelena calls back. "Why you gotta be so mean like that? Pointing the arrow at me, ya girl Yelena?"

"At midnight on rooftops a couple floors apart?" Kate responds, calling loudly because, well, ten stories' height difference. She ignores Yelena's friendly sarcasm, thinking it not to be the time for such joking.

Yelena bobs her head from side to side a couple times. "Yeah, that is pretty sus," she says. "One might even say…" She looks up at Peter, "…sussy baka."

"Okay," Peter says, "I oughta web you up just for that."

Yelena shrugs. "I'm adorable," she says.

Kate calls to Peter, "Spidey, what's going on?"

Peter asks Yelena quickly, "Does your story have anything to do with Venom? A giant black monster?"

"Yes, totally, one hundred percent yes," Yelena answers.

"Okay, then," Peter says. "In that case you have some explaining to do. Here, wait just a second." He shoots a web in Kate's direction for her to use as a rope to climb up to the twelfth story rooftop where he is. It is a sort of awkward moment for everyone as Kate climbs up, because everyone is a talker and no one is talking. Peter keeps his eye on Yelena, wondering if she will make a move. Kate's hands are occupied, climbing up the web. She can climb quickly and makes fast work of the task, though. Yelena just paces around, waiting.

Shortly, Kate is up on the rooftop with Spider-Man, on the twelfth story, two stories above Yelena's rooftop. They need to speak a little louder than normal for their voices to bridge the two-story gap, but they do not need to shout.

Yelena asks, "Why aren't you guys down here with me? We could talk more civilly."

Peter has his hands pointed at Yelena, his middle and ring fingers touching his palms and his index, pinkie fingers, and thumbs pointed outward in that classic pose. Kate has her bow drawn, the arrow pointed at Yelena.

Kate says to Yelena, "Not sure either of us trust you."

Yelena replies, "Well, I can't blame you. First you see Venom, then you see me, then you see Venom, then you see me…"

Kate asks Peter, "Is this true?"

"So far, actually, yes," Peter says. He then asks Yelena, "Can we get to the part where you explain what Venom has to do with you?"

Yelena responds, "Well, first you need to hear my backstory to understand how I got to this point. My story isn't mine, though. It's the culmination of so many more. We open in Mesopotamia with the ancient Phoenicians—"

Peter interrupts to ask, "Can we speed it up a few thousand years?"

Yelena groans. "Fine. But you'll miss the part where the Vikings—"

Kate interrupts, "I missed the part where that's my problem. Get on with it!"

Peter chuckles. "Hey, Kate, we got a nice little good cop, bad cop thing going on here."

"Yeah," Kate replies, "'cause you're a softy."

Peter seems to contemplate the entire history of the world for a moment. "Am I a softy?"

Yelena goes on, "Okay, back it up instead of six thousand years to six days. Better?"

Peter says, "If Venom is included, yes."

Yelena says, "It's as if you don't trust me to tell a story! How about I just not tell it all?" She pretends to cry. "Would that make you happy? Would it?"

Kate groans.

Peter says to Yelena, "Look, I'm sure it's a great story, but it's past midnight and I wanna go to sleep."

Yelena immediately stops her fake crying. "Okay. Fine. I'm doing my thing hunting down other Widows, right? Assassins. And I am VERY good at what I do. I'm in Mexico, and I'm at this government building, and there is a mysterious black goo creeping into the building under the door. I check it out, grab it, and then I learn that— WOW, you are not going to believe this, are you ready?"
Peter connects the dots, remembering that Peter 2 "fought an alien made of black goo once."

Peter asks Yelena, "Is that black goo Venom?"

Yelena replies, "And YOU, Spider-Man, just solved the puzzle. He and I have just been chillin', you know? We're just hanging out, eating everything sweet we can get our hands on…"

Peter explains, "You know I didn't kill Mysterio. He killed himself. Well, inadvertently."

A thin black tentacle starts to wrap around Yelena's forehead. Another one wraps around her left arm. Venom tells her, "We know what happened. Time to fight."

Yelena becomes desperate. She calls to Peter and Kate, "Okay, he's trying to take me over right now! To kill you, Spider-Man! He says if you didn't interfere, Mysterio wouldn't have died! I'm trying to resist!"

Peter and Kate glance at each other.

Venom is taking over Yelena slowly, curious about what Peter has to say while trying to be respectful of the fact that Yelena is not him. He tells Yelena, "If it wasn't for Spider-Man…"
Peter then calls to Yelena, "Okay, maybe, but Mysterio was hurting people! I HAD to stop him! He was trying to kill people. He tried to kill my friends! He had intentions! I didn't even TRY to kill Mysterio!"
Yelena says to Venom, her voice trembling, "See there, Venom? He didn't try. Now we can let him go."

Venom replies, "If it wasn't for him…"

Yelena can feel what's happening. She shouts, "Venom, no!"

Yelena is too late; Venom takes control, blinded by his drive for justice and 'lethal protector' mindset. As intelligent as a creature as he is, even he can be impassioned by a false pretense. He is not stupid; simply naïve and misunderstood, manipulated by the things he has seen into a false narrative. As everyone does, good or evil, he believes himself to be on the right side of things. To him, if Spider-Man had not interfered, Mysterio would have still been alive. However, because of Spider-Man, Mysterio is dead and unable to answer for his crimes. He is blinded by justice. Everyone becomes blinded by an ideal; veganism (or anti-veganism), mask wearing (or anti-mask), etc. Venom has fallen victim to a very normal drive: blindness fueled by passion, obsessed with the idea that Spider-Man is responsible for Mysterio's death, even if Spider-Man did not murder Mysterio. Again, Venom is not stupid. He is just blind.

Venom takes control of Yelena, and his large monstrous black frame takes control of her. Yelena is no longer two stories below Peter and Kate.

Venom is.