Chapter 5

*Disclaimer Character are property of Marvel not me, yet.*

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          "Wait here," Peter said to Mary Jane when they reach the ground floor, "I'm gonna see if I can get a better angle."

          "Stay here?" M.J. sneered at Peter's back, "I can take care of myself now."

          M.J. slipped outside and disappeared behind a set of bushes. Mere seconds later Venom's head could be seen peering from behind them scan the sky for Spiderman.

          Peter meanwhile dashed into an alley so he could put on his costume. Once he was done he climbed up a building and then swung into action. He flew into Rhino driving both his feet into the big man and sending him flying into a light pole. The pole smashed in half and Rhino rolled over and picked up the severed top half.

          "Thanks for the weapon Webhead," Rhino taunted.

          "I never said you could have that," Spiderman retorted as she shot a pair of webs at the pole and pulled it out of Rhino's hands.

          Rhino glared angrily at his now empty hands then lowered his head and charged at Spiderman. Spiderman deftly flipped in the air over the big man and shot a pair of webs at his feet causing him to fall flat on his face.

          "I thought I had you put in prison just the other day," Spiderman said.

          "It never happened," Rhino replied, "I never got there."

          "Well I'll make sure you get there this time," Spiderman said.

          He ran at the big man stopped in front of him when Rhino swung a massive fist and then flipped backwards hitting him in the face with a painful kick. Rhino landed on the ground and Spiderman immediately began pouring on the webbing to hold Rhino to the ground. After running his web shooters dry Spiderman pretended to dust off his hands, "All in a days work," he taunted.

          Just then his spider sense went off. He spun around to have a fist collide heavily with his face. Spiderman flew backwards from the impact and skidded to a halt nearly one hundred feet away.

          "That hurt," Spiderman said as he struggled to stand up, "You really shouldn't sneak up on people like that."

          Spiderman looked at the person who had hit him. She was dressed in the skin tight black costume that had been his black costume. She had the typical models build except she was much more muscular. The mask now had a large mouth filled with needle-like teeth and a lizard like tongue hung out dripping some green liquid.

          "So you're Venom," Spiderman said, "I hear you've been looking for me."

          Venom advanced towards Spiderman slowly looking extremely menacing but Spiderman couldn't tell if it was on purpose.

          "You're a fool Spiderman," Venom said in her voice that sounded like a man and woman speaking at the same time, "To give up our powers. Foolishness."

          Spiderman glanced around behind his mask to try and find something to help him, No use, he thought, It looks like I'll have to try and talk my way out this, or fight my way.

          "I gave up the symbiot because I wanted to keep my free will," Spiderman said, "Free will is more important to me then power."

          "And that is why you are a fool Spiderman!" Venom boomed, "We have free will!"

          "I don't think so," Spiderman said, "When I was your host I was losing it. I kept having less and less control over my actions."

          "Free will is not as important as you think," Venom said.

          "Maybe not to your current host but it's important to me," Spiderman said, "I just hope your current host doesn't start doing things they would regret."

          "Everybody does things they regret," Venom said, "The strong are those who can set their regrets aside and strive to take what they want."

          Venom took another step towards Spiderman her tongue slithering around all the corners of her gaping mouth. Spiderman turned to run but Venom shot one of her own webs out of her wrist. It caught Spiderman on the leg but he managed to pull free and use his webs to get away.

          "You won't be so lucky next time Spiderman," Venom sneered after him