Erich: Well Lance and Tabitha would still have to go to school, besides they can't stay inside all the time. You know Magneto and the others aren't happy. You're right about the exposure and how this will end and a bit about the suit and Venom. What? You want Rogue to see him naked? Trust me boxer will just be as funny.

Sithicus: I'm going for 50 chapters for this story. I am thinking of a TMNT crossover but I won't have that alien invasion part. The Fox cartoon is where I got the idea of how to introduce the symbiote. Venom will have the same strengths/weaknesses from the main marvel comics.

The Uncanny R-Man: Yeah well no Symbiote and X23 that would be too much for her. But Venom will show up in the sequel but this will lead the way for him.

Sparky Genocide: No he can't at times but that's part of his charm, and I'm glad you like Shocker and Rhino, I wanted two Spider-Man villains there weren't 'mutants' and they were perfect.

Aaron: Yeah this is going to be his biggest test and Rogue will feel this the most too.

Nightshadow67: Sighs Yes I know I know about the grammar I try I really do but I just suck at that. (although I have seen much worse) Yeah I wanted an explanation I always try and give one or reasons to things like that, it's just good story telling to me. I'm glad you like this though, I try and make up for my spelling/grammar with good story telling.

Kaliann: Damn that sucks, sorry to hear that. Oh I got something planned for Brock and the Bugle. Rogue will play a part in it don't worry.

Episodic: I thought you would know by now I like to surprise people. Since Evo Wolverine isn't as hardcore as Marvel Wolverine they get along better. That and they do get along in the comics too.

Mark C: Glad you like how the others are settling in. Yeah Peter will be in the black costume for the moment as well as a few other things I hope you like.

Lord Destroyer: Actually I kind of like the Shocker's look a bit, Eddie will get his later of course, I'm not sure what you meant by those ways of Logan getting custody but she'll show up in the sequel as will another clone.

X-Over: I only have a few plans for some of what you said and I'm not sure about the others, but his fic is nearly over and most of that will be in the sequel.

Stoneman85: I have no idea, picking out voice actors isn't my thing.

And thanks to: Blue-Eyes White Knight, psychobunny410, Spyder616, Red Witch, ldypebsaby, Crolynx, mr.myth310, korrd, Doza, Slickboy444

AN: Green Goblin, Venom, and other characters like X23 will show up in the sequel.

SPIDER-X

CHAPTER 47: DARKNESS WITHIN

-Oscorp, Bayville-

Norman Osborn was fuming mad. The damage done to the complex was massive, so far everyone was focused on the thieves and also the cover story of what the PR people made up of what they stole but the loss of the work was a major blow. He had already lost a small fortune with that and the other damages and injuries.

He read the reports on his desk. Octavius was injured while doing an experiment and those mechanical arms were fused to him. They were treating him in a private facility in the hopes of removing them and also to keep what had happened out of the media. He had some head trauma and was in a coma at the moment.

Professor Spencer Smythe was also injured an in a coma and his son had lost the use of his legs. So far Norman said they would do everything in their power and it seemed Alistaire would accept that and keep things quiet. There were other injuries and a few deaths from secondary explosions from the damage. There had been electrical feedbacks and ruble that had crush or just plain destroyed sensitive equipment.

Not to mention the man responsible for Project VENOM was also dead, crushed under some equipment and the computers holding all the information were gone too. He just couldn't believe his luck after everything was going so well and now this.

He needed to find a way to turn this around and he would. He had been made an offer by Trask to help him in his little 'quest'. So far Unit 01 was being outfitted at Trask's base but Unit 02 was still in storage. Trask wanted Norman to attack a certain target for him when the time was right.

When Norman heard of what Trask was going up against he was secretly very intrigued. The potential for bio weapons research was limitless. Trask wanted a certain place taken care of and Unit 01 wasn't able to get there in time since it wasn't flight capable like Unit 02.

Trask offered a bonus if Norman could help him out and Norman remembered a few things that were being finished off in the robotics department. Maybe he could help Trask out and get a sample of the DNA or the bodies themselves for study?

The potential weapons he could acquire from it would be amazing. Looking into the place he had found a list of students, most had no real family to speak of it seemed or they were far away even in another country. There was one name, Peter Parker. He swore that name was familiar; he thought his son once said he had a friend named that, but he could be mistaken.

Besides that was another matter and not an important one at that. He decided to give Trask a call anyway.

-Daily Bugle-

Eddie Brock walked through the building whistling, mainly because he had something that JJ would pay well for. When he took the photos of the battle and with Urich still out cold in the hospital he knew that Jameson would love more 'proof' of Spider-Man being a villain. So when he was the only real witness and with a select group of pictures that would show Spider-Man being in league with those two nut cases, Brock knew Jameson would be pleased with him.

Besides he still owed that wall crawler for making him run all over that town and for making a fool out of him with that Siren thing, and what was he going to do? Come after him? He didn't before even after all the stuff Jameson had done so he figured he was safe.

He held a large envelope in his hand with the pictures that 'showed' Spider-Man as the villain. He walked up to Jameson's office and he was right there waiting for him.

"Brock!" He shouted and shot up from behind his desk his desk, taking his cigar out of his mouth and walking to Brock. "Where the hell have you been? Don't answer that! I know! On the damn news channels, you want to tell me why I shouldn't just fire your ass for that?" He said angrily poking him in the chest.

"I thought you would want the world to know that you and only you got the exclusive on what went down."

Jameson thought about that for a moment, it would mean that everyone who wanted to know what had happened would read his paper, even the other newspaper rivals and the networks. The thought of him beating out everyone actually put a smile on his face. "Alright Brock I'll accept that." He said in a more calm tone.

He walked behind his desk and sat down. "So why don't you sit down and we can make a deal, I figure since you have the only shots you want a bonus, so say…5 percent.

"Ten." Brock said with a grin.

"WHAT?" Jameson banged his fist on the desk. "I've never gone that high!"

"Well you better start now, or should I go to the post?" Eddie made to get up but Jameson waved him down.

"Fine, ten. But these better be the real deal Brock or so help me…" Brock mainly smiled and placed the photos on the desk and as Jameson put his cigar back in his mouth he smiled as he looked through the photos.

-Xavier's-

Peter was still in a lousy mood. Kurt and Spyder had both tried to cheer him up, Kurt by being his normal humorous self and Spyder tried to get him into a little game she liked to call 'how to get revenge on the media'. Mainly she keep on giving Peter ideas on how to get back at the Bugle and at Brock.

Peter had to admit she had quite an imagination and a vicious streak too. It did lift his spirits a bit more he had to admit. Plus he saw a few of the kids burning all the Bugle paper in the fireplace too, which he had to admit was nice.

Aunt May had even cancelled their subscription too.

But Peter was still down from it all though. 'Maybe I'll clean my suit, it's been sitting there long enough.' He got up and went to the hamper and when he pulled out the suit all the black stuff was gone. "The hell?" He said examining it. He looked through the rest of the clothing to see if it came off or something but nothing.

"Well…this is weird, even for me." He placed it by his bed and was about to run an analysis on it but there was a knock on his door. "Come in." He turned and smiled. He should have known she would try to cheer him up.

"Hey." Rogue said coming in. "Look ya need ta get out of this little funk y'all are in. Meh, Kitty, Lance and Kurt are goin' ta meet Amanda, and I do not want ta be tha only one there without their significant other." She crossed her arms and gave him what he came to know as her determined look and also knew that he better not say no to this or else he would learn to regret it the a second later.

He did however smile. It would be nice to get out of this place and given the options of brooding in his room and being with his girlfriend and friends he figured the choice was pretty obvious. "Sure thing, and Rogue…thanks."

She gave him that small smile that he loved to see on her face and nodded before walking out.

He spent that day enjoying it with everyone, he had to admit that he and Lance were still a little awkward giving that Lance was still trying to fit in with everyone but Kitty was happy to have him there and he seemed to take strength in that. Amanda was just as outraged if not more so about that Brock character. She owed Peter a dept for saving her father that she could never repay and she knew Peter as a kind and noble person, and hearing that jerk and what he said made her more angry then she could recall.

But she kept most of that in, she figured Peter wouldn't want to be reminded of that.

Peter did have a nice time though and when they got back he had to admit he felt better too. At least until Logan gave then a Danger Room session. He was still a bit sore from that fight with Shocker and Rhino so of course by the end of it he felt like hell again only physically. Scott and Kurt had to help him to his room after that and placed him face first on the bed.

"Mhnks." Peter said through his pillow.

"What did he say?" Scott asked him Kurt just shrugged.

Peter picked up his head. "I said thanks." Then promptly placed his head back onto the pillow.

Both Scott and Kurt gave an amused look at each other and Scott patted him on the shoulder. "Take it easy and no web swinging tonight." He joked. They heard Peter's muffled dry sarcastic laugher and they left him there face down.

Some time later Rogue came in to check on him before she turned in for the night and smiled and shook her head seeing him like that. She turned him over onto his back. "Thanks."

"What ya couldn't move yourself?"

"Not without a great amount of pain, no."

"Ah guess you aren't goin' out tonight or for a few nights." She asked him.

"Not really, Spyder did come in and asked me if she could 'fill in' for me but I told her no way, I just hope she understood with the pillow in my mouth."

She snorted out a laugh. "Well goodnight." She bent down and kissed him on the lips."

Peter smiled up at her. "Think you can give me a goodnight kiss every night?" He asked and wiggled his eyebrows at her. She smacked him lightly in the arm. "Ow!"

"Don't get fresh with meh."

"Hey I was lips you were tongue." Peter said whishing he would rub his arm but couldn't lift the other one. "Can you at least tuck me in?"

"Maybe next time sugar." She said with an amused look on her face and closed the door behind her. Peter just sighed and looked up at the ceiling and was asleep quickly.

But his costume on the chair near his bed however had something else in mind. The red and blue gave way to an all black color, as it seemed the suit started to twitch and move and then in the dark of night actually leapt off the chair onto Peter. He was so tired that his spider sense didn't register enough for him to move and the suit covered his body.

Soon he was encased in a black substance and it formed to his body. Then two white eye parts on the face like his mask showed up, along with a white square on the back of each hand and finally on the front and back was a giant white spider. But this was different then the one on his Spider-X uniform, the four legs on each side were all together and went out of the body of the spider at a diagonal angle then did a ninety degree turn downward. The bottom of the spider body was also longer and had two points that ended at his lower torso.

Peter even though still asleep inside of the costume moved and jumped out of the window in his room.

However something else was obviously in control. It had been born in that place before the large one took him. The others that looks and poked and prodded him always talked about it and It learned. It knew things from the talking and now by accessing Its new host It finally understood. This host had a wealth of knowledge and it seemed different then others.

Looking through the mind It found many things and It learned. The body was in some disrepair but that was easily fixed. It also found some intriguing things that the host did at times. Something called 'fighting crime'. The emotions from it were intense and…fulfilling.

With the host it went out into the night looking for these 'criminals' that the host sought out and fought. It might prove very enlightening and the emotional content of it all would prove stimulating too.

After some time It found two of the 'humans' that looked like they were taking things out of a smashed up window. Looking through the memories he found that they weren't supposed to do that and these must be 'criminals'. It used the host body and with new found strength as It naturally increased the abilities of the host jumped easily down to them

The two seemed shocked as It landed and It studied them. It wanted action It craved it, needed it so he would get it. He dove forward and attacked. The two were not very changing and were easily defeated. One he smashed through the windshield of a car, badly injuring that person the other ran off.

Now chasing the other one down was what It guessed was called 'fun', at least that was what he got from the host. The man begged and pleased but this wasn't 'fun' to listen to. So when It had the man trapped in the alleyway It used Its own webbing to tie up the legs and pulled on them.

The man fell to the ground and then he watched as 'Spider-Man' used him like a ball on a rope and slammed him into a wall. He blacked out when he was then thrashed into the other wall and he was slammed a few more times before he was left there on the ground. When the paramedics would get to him they would have to be gentle being he had several broken and fractured bones.

But It didn't care about such things. It was bored again and went to look for more 'fun' to have.

-Acolyte Base-

Magneto was working on his latest machine, it was a combination of the Rebirth chamber and of the crystals he had gathered. So far he had come up with a plan to further his ranks. After the loss of the three Brotherhood members he would need them. He still couldn't believe that woman had lost his daughter like that and Lance. He had promise that one. The other girl from his reports was no great loss, but he would need to swell the ranks of his Brotherhood and his Acolytes.

The day mutants take their stand was near and from what he learned so far that day was getting too close. So he took page out of a certain book. 'I destroy my enemy when I make them my friend', or in this case I destroy my enemy by making them like me.

He knew that the crystals had the power to enhance mutants but with the Rebirth technology he had another use. He could make the crystals activate the dormant x-gene in humans making them mutants. So far he had gathered a few people that would use the chambers to bring out their powers.

And he had Gambit bring him the first subject. He was all to pleased to get that particular person it seems mainly because he seemed to get along well with her. The doors to the large and metallic lab opened and in walked in Gambit and Black Cat.

She had been pleasantly surprised to have the Cajun show up at her new place and the offer was intriguing. He said his employer offered her more power like he had. She had to admit that after meeting the pale-faced Goth that laid her out she felt like she needed an edge. She knew when the world was changing and she needed to change with it.

Now she stood in a large lab that Dr. Frankenstein would call home with a few different chambers along one of the walls. She saw a man in a purple cape and red helmet that seemed to have an air of authority around him. She figured him for this 'Magneto' character.

Magneto looked at the black clad young woman. "So I see you accepted my offer."

She shrugged. "Hey if the cutie over there with the cool eyes says you can give me power I saw where do I sign up and what's the catch?"

Magneto smirked at the young woman's attitude. "Simply, when you gain the new abilities like the rest that are coming you will be in my services."

"Hey I'm an independent woman, so here's the deal. You give me whatever it is I need and I will work for you, but only short term got it? I'm not looking for any commitments here." She placed her hands on her hips. Magneto scowled at her but Gambit only grinned. He liked this girl the more she hung out, that and anyone that could talk that way to Magneto was good to have around.

-The Next Morning-

Peter woke up surprisingly feeling fresh. He didn't ach all over or even a little. In fact he felt great, better then ever. He walked over to the mirror in his room and gave a small yell of surprise. He was wearing a black and white suit he had never seen before.

"What's going on?" Peter asked himself. He tried to find a seem for the mask but there wasn't one. He wanted the mask off and then to his surprise the 'mask' actually receded into the costume. Peter took a few steps back. "Okay please let this be a freaky twilight zone dream. I got to tell someone I-" He felt light headed suddenly and he needed to sit down.

"Oh man…what was that?" He was back on his bed resting his head on a hand. He could feel the 'material' on the hands and it felt like his X-Men uniform almost. He noticed the white square on the hand and extended his hand wondering why it was there. He made a fist and webbing came out of it. He felt for his web-shooters but they weren't there. He looked to where they were kept and found his new ones and old ones. Thinking on it both set of this shooters fired from his wrist not the top of his hand.

He was wondering what else this thing could do if it could make webbing on its own. "What am I think?! I got to get this thing off I can't go around looking like this." He saw himself in the mirror and extended his arms. Then the entire suit seemed to morph into his regular clothing. "Whoa. It…it must respond to brainwaves or something." But he still had to get rid of this.

'Why?'

'Why what?' Peter thought. Sure he had had conversations with himself but this felt…odd for some reason.

'Why get rid of this?'

'Because it's creeping me out THAT'S why!'

'So it heals you and makes your own webbing and clothing and YOU want to get rid of it?'

'Healed me?'

'Last night you were hurting now you aren't.'

Peter thought about that. Was it the suit that had done it. He had to admit this was a great scientific find. Maybe he could study it and see what else it could do.

'The Professor will never allow that, you know that. He'll make you get rid of it.'

'He would wouldn't he.' Peter thought darkly. Why? This was unique and he had to admit he was feeling great, better then he ever did. There was so much more that he could find out about this so much to discover. He couldn't let this be taken away from him…he wouldn't.

He grinned to himself looking at his reflection. He would tell them later after he was done, besides maybe he could fid something useful out of this? Maybe he could make new uniforms so they didn't have to change all the time and they would self-repair too.

'Yes keep it a secret for now, what's the harm?'

"Yeah…what is the harm?" He muttered to himself. He smiled and walked out into the hallway on his way to breakfast.

NEXT UP CHAPTER 48: THE BATTLE WITHIN

By the way I'm trying to get at least 1,000 reviews but this is only going to 50 chapters (or maybe one or two more depends on how this turns out) so any help people. If you've read and never reviewed (and I wish you would) please do so now, I'm going for a personal record.