Disclaimer: I don't own any of the characters in this fiction.

Issue 5

Preparation

Peter was caught by Spider-woman in mid-air. The impact made his bruises hurt more then before. He suppressed a cry of pain as Jessica flew through the city. A few seconds later she caught a red, white, and blue disc Captain America's shield.

"Where are you going?" Peter asked.

"I'm going to take you to a safe place, then comeback, and help the others deal with Venom," she replied.

"No, I'm helping." Peter said.

"Nonsense, you're in no condition to fight."

"Evens if you do take me away from the fight, I'll still head back there by myself."

Spider-woman sighed and turned back to the tower. She approached from the side opposite were Venom had dropped Spider-man from.

Jessica flew up over the edge just as Venom spun around. Jessica zapped him with a venom blast and sent him tumbling over the edge.

"You free Cap. I'll hold him off," Spidey said.

Jessica dropped Spider-man to the roof. He landed on his feet, nimble as a cat. He glanced toward the edge and saw Osborn pulling himself back up. The symbiote let out a growl and charged forward. Spider-man jumped to the left narrowly missing Osborn's fist. Peter tried to throw a punch though he doubted that he could hurt Venom in his weakened state.

Before his fist connected with Venom's head, a hundred black tentacles shot from the symbiote and grabbed him suspending upside down in the air. Venom's tentacles squeezed the air out of Peter lungs and made his wounds hurt even worse. Spider-woman fired a venom blast, but Osborn formed a shield from the symbiote's substance. Captain America now with his shield back charged forward, Spider-woman flew higher into the air and attacked from above. Venom used Peter as a shield preventing Jessica from using her venom blast. Venom threw a punch at Cap, who just managed to block it with his shield although he still went flying through the air, and landed a few feet away. Jessica used the distraction to her advantage and circled around behind Venom and kicked him in the back.

Venom half-roared, half-screamed and turned bring his claws down on Jessica who moved out of the way just in time. Peter took advantage of the distraction and broke loose from the cables (which had loosened since Venom was distracted). He landed on his feet and kicked Venom off the roof.

Venom fell a few feet before he snagged the building with webbing. He swung onto the building's side and stuck there. He began climbing just as a fist as hard as iron slammed into him. Iron-man had finally gotten his armor on and had joined the battle.

The goblin glider came from its hiding place and hovered toward its owner. Venom jumped onto it and turned towards the roof. Venom doubted that he could win in a battle against Captain America, a weakened Spider-man, Spider-woman, and Iron-man. So he needed a different way to get at Spider-man.

"Parker," Venom said, "meet us at the old Osborn chemical factory by the docks at sunset tomorrow, come alone or I'll have Mary Jane and hundreds of other people killed."

And with that he turned the glider and flew away.

"Oh, shoot!" Peter said.

"I'm going to see if I can follow him," Tony said through his armor which made his voice sound robotic.

He took to the air following Venom.

"What do we do now?" Spider-woman asked.

"We wait for Tony to come back and tell us what he found," Cap said.

"I'm going with him," Spider-woman said and took to the air.

"What are we going to do about Smiley?" Peter asked.

"Don't worry we'll think of something," Cap said. "Let's go wake up Wolverine."

"Nah, I'm all for leaving him up here," Peter said and began to wall-crawl back down to what was left of his room.

He found Mary Jane there standing amongst the rubble. She looked really shaken up. Peter entered through the hole Venom had made. As soon as he was off the ceiling MJ rushed over and hugged him. He hugged her back. They stayed that way a few minutes until Mary Jane pulled away and asked, "What happened?"

Peter went into the whole story finishing with his account of Venom's challenge. MJ looked shocked Peter had expected that, but not what Mary Jane said next.

"You had better not go and fight him without the rest of the Avengers."

"What? But if I do he'll kill you." Peter exclaimed.

"I can hide somewhere."

"But what about the other hundreds of people he said he'd kill?" Peter asked.

"I don't know just promise me you won't go there alone, please?" MJ said her eyes watery.

"All right, I won't," he said.