Jaguar: Thanks I'll go and fix that. (yes I know I need a Beta I'm looking into it)

X-Over: Okay I'll try and get all of those done, and you'll see Magneto's and Mystique's reactions to the defection too.

KaliAnn: Yeah I wanted to comment on that I like to get a message out now and then in my works. Don't worry I don't plan on killing anyone in this story, in the sequel however…

Aussie-Girl3: Thanks and trust me I DO try…but spelling and grammar aren't my strong suits, I do try and sometimes are better then others and I go back from time to time to fix mistakes that I missed.

TheLegendayManHimself: Yeah I figured I would give Scott a break in at least one of my fics. Yeah Max sure knows how to piss people off huh? Glad you liked how Tabitha took that news of Peter being Spider-Man.

Morlin: Yeah I think a lot of people liked that part. Not at first but Peter will change with it.

Episodic: I think I might surprise you a little with what happens and who else shows up. The worse does happen but then again that is Peter's luck isn't it.

Mark C: Yeah I guess it was his way of giving back to them. No she didn't deserve that but Max got what he deserved. You'll see their thought in this chapter.

Slickboy444: Yeah I knew you'd like the Jott part in that story. Glad you liked me having Tabitha, Wanda and Lance join up.

Lord Destroyer: I have no idea, must be a glitch. I think after being experimented on he doesn't like seeing others suffering under someone else plus he was picked on as a kid and even though he doesn't remember it might have left an impression on him. Sorry it goes to Peter first.

And thanks to: psychobunny410, Crolynx, Erich, Aaron, Janusi, ldypebsaby, Red Witch, The Uncanny R-Man, mr.myth310, Spyder616, zine, Sweegy, Stoneman85, Joseph McKinley. Vegabond, unkown

SPIDER-X

CHAPTER 46: PROJECT VENOM

-Hydra Base-

Viper was a woman with green hair that covered part of her face and had matching green lipstick and eye shadow. She was also in charge of Hydra an organization for terror and weapons. She had read a report on a new weapon she wanted from Oscorp, something called Project VENOM.

She was at her desk with a few of her underlines in front of it. "Now do you think the men you hired can steal this new weapon?" She asked one of them.

"Yes ma'am, they come highly recommended and as you've seen from my report are well equipped."

She nodded. "Let's hope so, you know how I feel about failure." She warned him and he gulped.

"What's the status of X23?" She asked another.

"She's coming along fine, in fact she should be ready for field work soon but Risman wants more testing, personally I think she's stalling but I can't prove it."

"It's her project so let her continue…for now." Viper said to him and he nodded. "Being the operation for that VENOM project I want it as soon as possible, so if there aren't any other things to talk about I have work to do, there's an arms shipment that must be overseen." She stood up to leave and both men fell into attention as she left her offices to the control room. She grinned to herself at the thought of having that new weapon, if the reports were as they said she was wondering if she could reverse engineer it. If not she could always see if it would enhance the Weapon X23 project with the VENOM project. The results could be very interesting.

-Xavier Institute-

Peter had a tough night last night. Lately he had convinced the Professor to let him go to New York some nights so people wouldn't look around Bayville all the time, lucky it was only an hour ride but he had to ride a bus in order to do it and when he means ride a bus he means that literally by jumping on the things roof and riding it like that. It also meant that he had to make sure he got to the bus station early so he didn't miss a ride back and miss curfew. It was also the reason he didn't go to New York every night because it was really a pain in the ass at times.

He was just thankful that today had been one of those days off school that public schools had a few times a year for teachers to conference with each other and decided on how things were going in the school and have meetings with parents. (AN: This happens in Canada but I'm not sure on the States so let's just go with it)

He walked into the kitchen after nine thankful for the time to rest up and yawned while going for the cereal but saw his Aunt May already there. "Well good morning Peter, I figured you would stay out late last night so I figured you could use a nice hot breakfast as well as the others are sleeping in it seems."

Peter noticed Lance there with Kitty at the small table to the side and Wanda and Tabitha there as well. "Thanks Aunt May." He said sitting at the main table with those two.

Lance looked over at Peter and he still couldn't believe that Parker of all people was that Spider-Man guy and that Max had been right about him being Spider-X too. It wasn't much of a stretch to see that Spider-Man and Spider-X were the same but looking at Peter you never figure him for the heroic type. When Kitty had filled him in on Peter he had been shocked to say the least.

He remembered when he asked why he put his butt on the line all the time. He thought it was for fame or something but Kitty had been really quiet and the look on her face told him something different. She had told him about his uncle and what had happened and Lance now looked at Peter and saw him not as just this brainy guy, but as someone trying to make up for a mistake. That was something Lance could relate to, hell there were a LOT of things he wanted to try and make up for, but Peter was trying to make up for something that could never be taken back, but he still tried.

Tabitha and Wanda had heard the same story although from other sources and Tabitha had to admit she saw Peter in a different light too, at school she thought he was this really nice guy and didn't think he went out nearly every night trying to put his powers to good use for the world. Although knowing why he went out, looking back on the Siren thing seemed a little childish in comparison to his reasons.

Wanda was intrigued a bit, Peter had lost a lot of his family and she could relate with not knowing your parents, her mother was killed when she was so young she didn't remember her, much like how Peter was young and lost both parents, but unlike him her father was still alive and well and she whished that part of her life was like his too, with a father like hers she really didn't want him in her life. But for the past few days things were okay, sure Max glared at them all the time and Toad, Pietro and Fred stopped talking to them, but she didn't talk to them either but she didn't really care for those guys anyway.

But she had to admit Peter's Aunt was pretty nice. Wanda didn't know why but the kind, older lady always seemed to get past her defenses, kind of like Agatha, in fact she was sure Agatha and May would get along just fine. "Here you go dear." May said placing some food in front of Wanda.

"Uh…thanks." She said to her, it was still strange living here but she had to admit May knew how to cook, in fact it was the best food she tasted, but since she spent most of her time in an asylum and the Brotherhood there wasn't much that was actually worse but this was still great food. So far the Professor was trying to giver her study sessions to catch up since at the Brotherhood she hadn't gone to school and he wanted an education for her.

Peter was eating and reading the morning paper and then saw the cover of the Daily Bugle. "Oh come on!" He shouted and read the title.

"Peter what is it?" May asked him sternly.

"Masked menace strikes again." Peter read off the title. "I am so sick of this paper trashing me. I mean I don't do any of the things they say I do." He said angrily and crumpled up the paper.

"Man you should sue." Tabitha said to him. And everyone looked at her. "What?" She shrugged. "It could happen."

"I say go there and tell them off." Lance said over to him.

Peter sighed. "No…I want to believe me…but that's not my style. Maybe some training in the Danger Room will cool me off or a swing through the city."

"In the morning?" Kitty asked him.

"Why not? It's not like people don't know about me now." He said before leaving the room.

-Oscorp, Bayville Branch-

Outside the large facility a security guard saw a large truck make it's way to the gate. There wasn't anything scheduled but then again it wasn't that unusual for shipments to be late or not on the list all the time. He didn't know what those unknown deliveries were and he didn't care. They just paid him to watch the gates.

He got off his chair and went to the driver side. "Alright what's you business…" He looked in the driver sheet and saw someone in a trench coat and hat but with he saw a yellow suit with a mask that looked like padding. "What the…"

"Here's my business." The man said and a hand with some kind of gauntlet device was on it and a blast wave hit the guard sending him into the guardhouse and he gunned the truck through the guardrail sending off an alarm.

"What's going on up there?" Demanded a voice from the back.

"Just getting in, we're going to have to be fast about this before any cops show up." The driver said to him.

In his office Norman Osborn had arrived to see the progress on a few projects, had a reporter and his photographer here for an interview and was also getting off the phone with a new client of his. "I'm glad my company could help you out…yes I'm sure of it. I'm glad you like the workmanship I had Professor Smythe and his son from my robotics division help with the designs." Norman smiled from the other end. "Yes the other one is on schedule at the other site…I'm glad you approve Mr. Trask." He hung up the phone just as the alarm went off. "What the hell!?" He stood up and picked up the phone to the security station. "What the hell is going on?" He demanded.

"Sir we're being attack sir, please stay in your office they seem to be focusing on the labs and we called in the police."

"The police? Are you crazy we do top secret research here? Not to mention there's a reporter on the premises!" He yelled at him.

"I know sir but we can't stop them, they're not normal."

Norman narrowed his eyes. "What do you men by…not normal?"

Peter was swinging through the city just minding his own business when a whole lot of police cars went down a street. "Well either all doughnuts are free somewhere or something nasty is lose. And with how I'm feeling a good dead my cheer me up." He swung through the streets and landed on a building over looking an Oscorp facility that his friend Harry's dad owned. He also saw that in the parking lot was someone in a weird yellow and brown costume with these gauntlet things that fired some kind of shockwave. He was also giving the cops a holy beating and already a few of the cars were on fire.

"Damn, why do all the crazies come here? Is it the town or is it me?" He asked out loud to no one in particular. He landed by the fence and jumped over it easily enough and landed on a truck that the shockwave guy seemed to be protecting. "Hey padding boy? Ya got a license for those things?"

He turned around to face him. "We were told we might run into a bug problem here, the name's Shocker and I'd like for you to meet a couple of friends of mine." He sent a blast at Spider-Man but he flipped over it.

Peter sighed. "First off, spiders are arachnids, I mean how hard is that to remember? Secondly…Shocker? You couldn't come up with a more menacing name then that?" He dodged a few more shockwave assaults.

"What's wrong with my name insect?"

"Oh nothing I guess for a guy that looks like an ad for safety padding. By the way I so hope you don't' say anything like 'Ill put a shock to your system', you'll get sued if you do."

While the battle went on a reporter Ben Urich and photographer Eddie Brock were watching this. "Are you getting this Brock?"

Brock was taking picture, he was afraid this was going to be a boring day but man was he lucky. "Every second of it." Then the wall they were standing by seemed to explode outward and Urich was knocked out by the debris. Eddie shook his head and looked up and paled at what he saw.

Peter had webbed up the gauntlet weapons and kicked Shocker into the side of the van. "You know you'd think that you would know attacking a place like this alone would be dumb and looks like I'm right…you are dumb."

Shocker laughed at him. "Who said I was alone."

Peter's spider sense went off. "Oh crap!" He jumped but his leg clipped something very large and very hard! He landed not too gracefully on the ground and looked up at his new opponent. "You've got to be kidding me." He groaned. Standing right in front of him holding a canister of black stuff was a very large muscle bound man in what looked like…a giant gray rhino suit.

"Meet my partner Rhino web-head." Shocker said to him.

"This little pip squeak giving you trouble?" Came the deep voice of Rhino and a smirk on his face.

"Hey he's tougher then he looks and he jammed my gauntlets I fire them, and I can't rip the god damn stuff off!"

"Here hold this." He toss the canister to Shocker but Peter shot out a web line and snagged it. "Hey!"

"Interception! And the crowd goes wild!" Peter shouted out holding it and jumping over the charging Rhino and flipped in mid air landing on his shoulders. "Okay you reject from Wild Kingdom, time for you to go back to the zoo."

"Get off me bug boy!" Rhino tried to grab him from his shoulders and managed to grab one of the lets and threw him into the side of the van. Peter groaned and knew he would be feeling that in the morning he was also wondering about trying to send a mental message to the other but it was broad daylight and the X-Men weren't known to the world.

'Looks like I'm on my own.' Peter grimaced and then noticed he lost the canister.

"Looking for this?" He heard Shocker gloat with the canister and enter the truck. Peter tried to get up but was picked up by Rhino and was thrown into the air. He landed on one of the employee parked cars, which he dented along with what he felt was his spleen.

Rhino walked up a ramp into the back that went up after he entered it. Peter saw the truck moving off and forced himself to jump up and fire a web line at it. He sailed in the air for a moment and landed on the van as he was on the roof with the few remaining police cars chasing them. He was thankful the cops were smart and had stayed out of the fighting until now.

But now Peter was trying to figure out how to get this truck out of commission, it was large and looking over the edge saw it was riding too low to the ground to gum up the wheels with his webbing so that was out. He noticed a helicopter overhead and was wondering how these 'brain trusts' were going to get away but that wasn't important for the moment.

He crawled up to the front and decided that if it worked in the movies why not now. He jumped through the window but he must have gotten some of the webbing off because he got blasted in the chest and went through the door and the door went with him. He stuck himself to the door with his feet and fired a web-line to the back of the truck and was 'surfing' on the streets.

"Okay…movies lie and you should never try what you see in the movies, I've learned my lesson about that." He muttered even though his chest hurt like hell not to mention his back was going to be one big bruise after this. He grabbed the webbing pulling himself forward and trying to stay behind the truck and not go to the side because he knew he would slam into another car at this rate and he already hit one car today. When he was closer he jumped to the top and thought about this. He noticed they were on the bride over the river now and he figured this was as good a place as any since the traffic was light at this time of day. He webbed up the windshield blinding Shocker. He swerved around and Peter went to the no doorless side and looked in and shot a web-line at the wheel and tugged. They hid the side of the bridge. Shocker slammed into the steering wheel but his padded suit protected him slightly.

He groaned as he got out of the vehicle and the back opened and Rhino stepped out holding his head. "What the hell was that!?" He asked Shocker.

"GUESS?" He snapped and pointed to the truck. "He's in the truck!"

"Not anymore." Rhino grinned and kicked the truck into the river.

"No!" Shocker yelled out then looked to Rhino. "You idiot! The canister was still in there!"

Rhino looked down. "Oops. Guess this mean we're not getting paid."

"Ya think?"

Peter had seen the canister and went for it as the truck was kicked into the river below. He saw the canister break open and the black stuff hit his costume but when he hit the water that got was his more immediate concern. He swam out the hole and to the surface. He gasped for air and fired his webbing to the bridge and pulled himself up, although a lot slower then normal.

"Alright were are those two…where are they?" He said looking around and noticed a flatbed was gone and what looked like a few car wrecks and he didn't see them or a vehicle out of control so they were long gone. "Oh come on! How can a guy in a bright yellow suit and an eight foot tall guy in a rhino suit just disappear?!" He heard sirens and knew the police were on the way. "I should have just stayed in bed, I really should have." He groaned and made his way out of there.

When Peter got back to the mansion he was able to sneak around back and get into his room through the window. "Man what is this stuff?" he asked himself. The black stuff was all over his costume and he wasn't sure but there seemed to be more of it, but then again he was most likely just imagining it. He got on some normal clothing and saw a few new bruises from that fight and put his costume in the hamper for later.

He walked out of his room and Spyder saw him and ran over to him. "Peter it's on TV!"

"What is?"

"This guy is saying you stole something!"

"WHAT?" He raced her to the living room where others were gathered and on the TV they saw Eddie Brock on the news.

"Mr. Brock you say you have proof that Spider-Man was part of the robbery?" A reported asked.

"Of course." He said holding up his camera. "Pictures don't lie and you'll see them in the Bugle in the latest edition. Everyone turned to see Peter glaring at the TV and even shaking in rage.

"Peter? You alright?" Roberto asked him.

"Alright?! Yeah, just FINE! I'm so sick of that guy! I risk my neck fighting those two and this is how I'm thanked? He knows I was fighting those creeps!"

"Hey man we believe you." Ray said to him. "The guy's is most likely using only certain pictures that make it look like you were helping them."

"I'm just so sick of this!" Peter shouted and stormed out of the room.

"Wow…he didn't take that well." Amara said seeing him leave.

Spyder turned to the Nova Roman Princess. "Can you blame him? I mean all he tried to do is the right thing and help people and this is the way they treat him."

"Yeah it really sucks." Bobby commented. "I mean if they're like that to Spider-Man imagine what the worlds reaction to be with mutants?"

"Now there's a pleasant thought." Roberto groaned. "Hopefully that won't happen soon."

NEXT UP CHAPTER 47: DARKNESS WITHIN

Sorry for the wait but I'm trying out a couple of new stories so until I finish off a few updates are going to be slower for this.