Authors note: Yay, so many reviews in such little time, thankyouthankyou!! I'm sooooooo sorry I haven't posted in a while. I wrote this chapter listening to 'Kryptonite' if you haven't heard that song... you poor, poor unprivileged person.

Chapter 5: New Dangers

Eddie drummed his fingers impatiently on his knee as he stared out at the accumulating snowflakes on the outside window sill. He fingered his faded blue muscle shirt eagerly. He found it suspicious that Harry had been gone for more than two hours.

He sighed impatiently as Bernard entered the room in his dignified manner. "The Master bade me to fetch you," he said stiffly. Eddie stood up and adjusted his tight denim jeans. He followed the butler down flights of stairs and down a network of corridors. Bernard finally halted in front of a heavy steel door. It parted, revealing a very big laboratory with a dozen or so assistants running about. Harry stood in the center of the entire ruckus in a white lab coat, shouting orders to the various scientists darting about.

"Ahhh, Eddie... if you will follow me," Harry said beckoning to a giant glass cylinder in the center of the room, inside which lay a metal table with straps where the arms, legs and torso went. Harry had indeed found his father's lab... the lab in which he became the Green Goblin. Harry beckoned Eddie to enter the cylinder. Eddie lay down on the table as Harry and two assistants strapped him onto it.

"W-Wait, this is my reward... right?" Eddie started nervously.

"Yes," Harry nodded as the assistants followed him out of the containment chamber.

Harry and the various scientists took their places at various control panels. "Let's begin shall we?" He said as pushed a red button. The door on the containment chamber slid shut with a loud SNICK. He nodded to the head scientist in charge of the assistants. The room was suddenly full of the sounds of fingers racing across keyboards and the whirr of machinery.

Eddie couldn't hear anything. All he could hear from inside the chamber was his own nervous breathing and the sudden start up of generators. A familiar voice echoed in the large cylinder. "Do not worry Eddie."

Eddie looked up at the top, where the deep black goo began to crawl down from tubes attached to the air-tight seat at the top of the chamber. "Venom," he whispered. He now felt a boost of reassurance.

"Health checks in balance," The chief assistant called to Harry.

Harry grinned as he thought of what the symbiote would truly look like. That is what he and the other scientists were doing back here for the longest time. They had finally come to the conclusion that it would assume a form similar to Spiderman's. "To kill a spider, use a tarantula," Harry said to no one in particular and noting the chisel-cut muscles on Eddie.

"Ready my friend?" Venom asked in its acid-like voice.

Eddie grinned evilly. Venom suddenly pulled the rest of its mass out of the tubes and plummeted straight towards Eddie. As it hit him, it covered his entire body.

Eddie had never felt anything like this pain beyond reckoning. The symbiote was seeping through every pore in his skin. Eddie fought it back until he couldn't any more. He let out a scream of agony as the symbiote slowly disappeared beneath his skin. Eventually, there was no trace of the black... thing. Eddie felt a new presence within the recesses of his mind.

"How are you feeling? All right?" Venom said inside the back of his mind.

Eddie groaned and lay there panting heavily. Every pore in his flesh was burning almost like someone was sticking minute, white-hot wires into them. Two assistants entered the chamber and began to undo his straps. Sweat rolled down Eddie's face in beads. As one assistant slowly backed away from him, Eddie's hand suddenly stretched out and seized him. It was covered up to the elbow in black. The talons on his symbiote-covered hand pierced the assistant's neck, blood running freely down his arm as the claws dug into his flesh. Eddie sharply flung him away. The assistant's lifeless body smashed through the plate glass wall and in through another window into the control room. Several assistants screamed shrilly at seeing his torn, bloody body, glass shards protruded from his face, shoulders and torso. Eddie flung out his other arm, covered in the black symbiote, and pinned the second assistant against the opposite plate glass wall from where he threw the other one.

The assistant panted heavily as true fright emitted from his eyes. Eddie stood up off of the table as he felt a cool, wet substance cover his clothes and body and eventually his face. Venom opened its maw, revealing hundreds of long, slender fangs and brought them down into the assistant's neck. The color sharply drained from the scientist's face. Eventually, when Eddie pulled the assistant away from him, nothing but a (literally) dried corpse crumpled to the floor. Eddie suddenly spoke out to try the new voice. "Sustenance," The voice that emitted itself from the creature fused with his own to create and inhuman voice. "I am Venom now," Eddie said in the eerie voice.

Harry witnessed the entire thing. The lab now was littered with glass and blood stains. His body was frozen. He didn't know whether he should run or stay. He trembled slightly as Venom approached him. "Now Harry, I will help you... what do you wisssh of me?" He asked humbly bowing. Harry looked him up and down. The symbiote covered his entire body. A large white spider emblem stretched across his chest muscles. The skin was pitch black; however, it reflected a dark-blue light. The face was frightening enough as it was. The fangs in his mouth were dripping with blood while a long, blood-red tongue flitted back and forth. His eyes were white and fiery. Eddie flexed his hands admiring the talons at the ends of his fingers. On the backs of his hands, there was a small white rectangle. In the center, there was a minute aperture. Venom threw out from that small hole, what appeared to be web... only, it was black.

"Now, Harry... Would you like me to kill Ssspiderman?" Venom suggested eagerly reeling in a broken piece of glass with the 'web' he shot.

Harry finally mustered up the courage to speak, "N-No, not yet... go make some mischief. Test your new form out. If Spiderman does show up, fight him, just don't kill him."

Venom nodded, then with a PLIP, released a line. He flew up to a window and with one punch, succeeded in smashing it. Harry rolled his eyes. Venom then threw himself out of the window and into the city.

The next morning, Peter walked from his room yawning and stretching. Walking out to the great hall, he found Otto at his work bench. Peter watched as one actuator reached into a large box at Otto's feet and pulled out a small jewler's screwdriver out and began tightening small circuits inside what looked black armored gauntlets. Near him lay a few long straps of what appeared to be thick, brown leather.

"What's that?" Peter inquired, pointing to the straps as Otto concentrated on a small coupling link inside the arm of a gauntlet.

"Armor," Otto said not looking up. "I've been working on it for a while."

"Doesn't look like much," Peter said looking at his work. It did from far away look like simple leather. However up close, it revealed to be minute systems of machinery and circuits.

"Well, that's because I just started," Otto said flatly. He stood up and walked toward the stairs, stopping as Aunt May walked up the flight. Otto blinked a few times. "U-Uhmm," he stammered. May smiled, trying to conceal a laugh to no avail, and walked around him.

Peter stared as Otto stayed there for a while. The Sudden piercing shriek of sirens brought him back to his senses. Peter made sure Aunt may had left the room before pulling off his shirt, revealing the blue and red Spiderman costume. MJ appeared behind him holding his mask. "Forgetting something Pete?"

Peter swept her into his arms and kissed her.

Otto cleared his throat.

Peter looked over at him. "What?"

Otto had his arms crossed in front of his chest, one eyebrow raised. Peter hastily pulled on his mask, blushing.

Otto flung himself from building to building, trenchcoat flapping in the icy, morning wind. Once in a while, he would catch a glimpse of a red and blue blur below him. He was careful to not let himself be seen by the populace. It would be better on both Peter's and his part if he kept away from the eyes of the people. He eventually landed on a corner of a building high above. Through his sunglasses, he watched as Peter landed on the street next to a lamppost where many onlookers gawked.

"Oh, my God!" Otto whispered harshly. Peter stared from behind the eye pieces of his mask, at five or six dried up corpses hanging by what appeared to be black webbing from the light post. Otto swallowed. "They're just..."

Like corn husks

Decimated

It's eerie

What creature could have done this?

It was true. Even though Otto thought of the actuators as having no feelings whatsoever, it was true horror in their voices. Not fear, just horror at what hung from the lamppost.

The dried bodies swayed back and forth, their faces twisted into a silent death scream. Peter felt sick to his stomach looking at them. Police cars arrived as Peter leapt up to the ledge where Otto sat. "What could've done this?" He asked the scientist in a shaky tone.

"I-I don't know," Otto replied. "But I'm willing to find out."

Venom sat on the roof farther above them. The voice inside Eddie's mind hissed angrily, "Him... the Octopus, he is the one you want to kill?"

"Yes, my friend, we want to kill him...sssoon."

Venom grinned nastily, revealing the slender fangs inside his mouth. Doc Ock and Spiderman were allied with one another. This would surely be a good bit of news to explain to Harry.

Back at Oscorp, on the fiftieth floor, Harry stood on his balcony, a frothing, fluorescent-green liquid inside of an open vial in his hand. "Well father, I hope that I may plead insanity to my conscience before this is through." He thought.

"Oh, don't worry, you'll be making me proud, son," The ghastly voice of Norman Osborn echoed inside of his mind. "I'm alive in you, Harry... The Green Goblin is alive in you!" Harry raised the vial to his trembling lips and gulped the liquid within down. He began to sweat as he ran back inside of his penthouse. He collapsed to the floor and began quivering violently. He screamed as he fell unconscious.

Harry awoke a few days later to find Eddie gently slapping his face trying to bring him around.

"Ahh, we were afraid that we'd lost you." He said concerned.

"Of course not," said Harry as he leaped off of the floor. "The Green Goblin is never gone!!" He said in an inhumanly cheery voice that almost sounded like a cackle.

"You feeling' all right?" Eddie asked wondering at Harry's strange behavior.

"Yeah, of course... Let's make some mischief!!!" Harry shouted with a malevolent grin spreading across his face and taking out a small brass sphere.

"So... How come you haven't had classes?" Otto asked looking a Peter as they walked along the edge of one low roof in midtown. The sun had already set, sending the city lights into a frantic flurry to get on.

"Winter Holidays."

"Ah," said Otto shifting his staff to the other shoulder. The sound of vulgar shouts and punches being thrown sounded from the street below.

"Shall we?" Peter asked with a smile.

"Oh yes let's," Otto said returning the weapon to his back. Peter hopped down immediately while Otto made sure that the actuators were tucked safely beneath his coat and followed suit.

"So what are we lookin' at here?" Otto asked noting that they were closed in by a huge mob of people brandishing guns, wrenches, lead pipes, anything that they could basically get their hands on.

"Gang war!" Peter whispered loudly.

Otto unsheathed his weapon and twirled it expertly as the mob rushed at them. Spiderman let fly a webline, snagging on man in a dirty Harley-Davidson jacket, and swung him in a large arc, clearing the way of five other gangsters. Peter let fly the man he had caught and watched as he slammed into a wall and fell unconscious. His spider senses went crazy as he turned to humor them. A number of gangsters were trying to wrestle Otto to the ground all at one time. He let out an angry yell before pushing himself to his feet. Peter noticed ad he seized a small group of them in his arms, that he was at least a foot taller than all of them.

Otto leapt to the wall and pushed off of it in a wall jump. He flew towards the opposite building as gunshots ricocheted off of the stone. He eventually reached the roof of one low sky scraper. As the gangsters struggled free of his death grip, they searched in vain for their weapons as Otto ripped the removable piece of his coat off, exposing four symmetrical holes.

"What are you?" Asked one woman wearing low riding jeans as the actuators slid out.

"Ever heard of...Doc Ock?" He smirked.

Sheer terror now filled the eyes of his captives as he gathered them all up in the tentacles, much to their dismay, and flung them from the building. He then himself, dived from the roof to the ground, landing with a tremendous BOOOM!!

"Otto?" Peter turned seeing Otto, actuators fully visible standing arms akimbo as six or so bodies crashed to the ground with loud snaps. Some bystanders emitted Shrieks while the others backed up about 20 feet.

"Let's finish this shall we?" Otto asked unsheathing his weapon and smacking one unlucky gangster up side the head. A buzzing in the back of his head revealed and image from one actuator, of a man quietly raising a gun to eyelevel. He Fired. Otto dodged the bullet that whizzed past his head. The man fired again before Otto could turn around. There was a loud noise as the bullet ricocheted off of the casing over his spine. The bullet caused resonance that seemed to rattle his brain. Three of the actuators screamed inside of his head while the other flew, spike brandished, right into the man, embedding the deadly weapon within his heart. The man let out a gurgle before falling to the ground.

Otto stood up, his ears were ringing. He then sharply turned to face the remaining Gangsters, growling and glaring. They all dropped their weapons with a scream and retreated back to the alley way. Otto, after seeing they were gone, collapsed to his knees rubbing his temples. "I think I killed another brain cell!!" He hollered to Peter.

Peter couldn't help but smiling beneath his mask. Sure, he had punched out a number of the attackers, but not like Otto. "Hey, you okay?"

"Not so loud, please, I've got a monster headache."

"Well come on," Peter said softer and helping him to his feet. The actuators were still in plain sight, but right now it really didn't matter. "Let's get out of here."

"Yeah," Otto said looking at the wall. The actuators pulled him up and over. He and Spiderman disappeared as quickly as they had come.

Many bystanders wondered about what they just saw. Did Doc Ock just save them, or were they imagining things?

Venom watched the whole thing. "So thisss isss what we're up againssst. We will bide our time, Yesss!" He hopped along the roof tops back to Oscorp cackling.