(A/N: I do not own Spiderman. That right belongs to Sony

BTW, I do want to let you guys know I really do appreciate the kind words lately. I know at times it seems like I'm moody in this A/Ns but I want you to know I appreciate all the comments, actual constructive criticisms and for just staying it out with the story as long as you may have. Anyway, sorry about that. Just thought I'd get it out there. Enjoy.).


Harry had to clean wax out of his ears when he heard what Venom had just said.

"W…What?" Harry stammered, his worry beginning to intensify.

"We'll use his aunt and Gwen as pawns. That way we can lure him away from his precious little lady friends" Venom said confidently, standing on his two feet that had been sitting before.

Harry stood there, dumbfounded, not knowing what to say.

"I…you…you're insane..if you think I'm going to lay a hand on either of those two, you've lost your mind. I only want to kill Spiderman" Harry said, shaking his head and slowly stepping back from Venom.

"Oh, don't get your panties in a twist, rich boy. We're not going to hurt them. They're just going to be used as bait" Venom said, waving off Harry's concern.

"Like Gwen was when you dangled her from a Thanksgiving parade float? I may not have been here for that but I've heard all about it. You almost got her killed!" Harry exclaimed.

"It was a poorly thought out plan, we admit. We were just getting used to our abilities. She wasn't meant to drop down. This time, we'll be more subtle…none of them will get hurt…we promise" Venom said, his long black tongue slithering out. Believe it or not, Harry wasn't entirely convinced this…whatever it was was telling to truth

"You'll have to forgive me if I'm not keen on taking 'promises' from the likes of you" Harry said with an eyebrow raised.

At this, Venom's brow furrowed as he started stepping towards Harry slowly. Harry stepped backwards at an equal speed.

"Why, Harry, you're not going soft on us are you? If you are, you'll have to understand you'd no longer be of any use to us" Venom stated, his hands forming into fists.

"I…I…I want to kill Spiderman…I just don't want to hurt either Gwen or May. May's been nothing but sweet to me my entire life and Gwen…Gwen…" Harry stammered, trying to choose his next words delicately.

"Ah…so that's what it is. You're worried about the girl you love…how cute…especially since she doesn't give a rat's ass about you anyway" Venom said, a cruel smirk forming on his face.

"Shut up! I just don't want to hurt either of them! That's not who I am. I only wanted the Spider, not anyone else. I'm not spending the rest of my life in this suit" Harry shot back.

"Well luckily for you, you won't need to. Call the girl and say you need to meet her right away somewhere. Tell her it's an emergency. We'll head for Parker's house for his aunt. She won't put up much of a fight and she won't be harmed in any way. That way, we can force Parker and the other ones to split up. You get the Cat and the Fire girl, we get Parker" Venom explained to the Osborn.

"And why do you get Parker? I want to finish him myself!" Harry snapped.

"Because 1: We can't fight the fire girl and 2: Even with all your tech and new strength, you're not strong enough to face him one on one. He would have whooped your ass if we hadn't stepped in when you fell off your hoverboard. Trust us, Osborn. This is the best way to go about it. We will both get what we want and this city can finally be rid of the Spider'' Venom stated.

Harry pondered on this for a second. At first, he still didn't feel comfortable about this…but then suddenly an idea popped up in his head:...What if he told her Peter's secret? That…could actually work. If Gwen knew what he knew: that Peter was Spiderman, that he was the one that killed his dad…it could change everything. Her feelings for Peter could dissipate once she realized who he was…it could even make her love him again. Make her realize how the person she was really in love with was him the entire time. Thinking of this, a small smile formed on his face.

"From the look on your face, I sense you're on board?" Venom asked in his slimy voice, noticing Harry's smile.

After a few seconds, Harry looked up at Venom and nodded lightly.

"Good. Get to it, then. We'll meet back here once the deed is done" Venom practically ordered.

Venom went to the side of the rooftop and shot a web towards the side of another nearby building and swung off, climbing on the new building towards Peter's house.

Harry suddenly grew a bit nervous. This night was not going the way he had planned. However, he knew with this shift, there came a new opportunity. He could maybe get Gwen back! She would understand why he had to do this and realize that he was the one that was destined to be with her, not Peter or anyone else!

The redheaded boy tapped the button to call over his hoverboard and jumped on. He was on his way to Gwen's house from that point on.


*ESU Lab, 7:45 PM*

Curt and Martha Connors were finishing up at the lab. They had decided to give the kids the day off. They figured they could have a little husband and wife time anyway as they left Billy at home with a babysitter.

"You about wrapped up, doc?" Martha called out as she finished wiping the tables as her husband worked in the office.

"Yeah. Yeah, I'm done. Are you ready to head home?" Curt said, coming out of the office with a smile.

"I am, yeah. You know we could have spent the night going out to eat, Curt instead of being stuck in the lab" Martha said with a raised eyebrow and a hint of a smirk.

"Eh, sorry, honey. I…guess I got a little overly attached…It's really good to be back after all these months" Curt said with a light smile as he looked around the lab.

"I'm teasing" Martha said, kissing her husband's cheek. "I'm excited to be back, too. Now come on, let's go. We gotta tuck Billy in"

Curt continued smiling and nodded. Side by side, they walked out of the lab together, turning the lights off on their way out.

A few moments after they left, one of the skylight windows above opened and down came a teenaged boy dressed in a red and blue spandex outfit came down from the ceiling holding onto a web-like substance.

Spiderman dropped to the floor and looked around. He saw the vials of gene cleanser on the desk where they always were. The hero shot a web at one and pulled it back towards him. He swiftly caught it in his hands.

Alright. That was Step 1 complete. Now he needed to meet Liz and Felicia down at the police station so they could warn Captain Stacy about the return of Venom and the Green Goblin.

Right as he was about to web himself up towards the skylight, he could hear a voice saying "Something we can do for you, Spiderman?"

Spiderman froze for one second before turning around slightly. He could see Curt and Martha Connors with Curt putting out a light smile while Martha had more of a concerned look than anything.

"Dr. Connors! And…Dr. Connors. Hi. Um…I know this looks bad but I actually do need this. It's for something very important" Spiderman said, holding his hands up with the vial still firm in his grasp.

Both Curt and Martha looked at each other with vaguely similar expressions before looking back at the spider based hero.

"I think we can all drop the act here" Curt said as both him and his wife started walking towards the teenaged boy.

"I…What-what do you mean?" Spiderman said, nervously. This wasn't his usual quipping self but for whatever reason, he was just nervous and he couldn't really tell why.

When they were a short distance away, Martha stopped in her tracks while Curt continued to walk towards Spiderman until he was standing in front of him. Curt placed a hand on his shoulder and continued to smile.

"It's alright, Peter. I think at this point me and Martha both put the pieces together" Curt simply said.

Needless to say, Mr. Parker's eyes were practically bulging out of his head at this statement.

"You…you mean Peter Parker, the kid who takes pictures of me? If I had a nickel, seriously. How many news stories out there do there need to be before people finally get the picture that I'm-" Spiderman began to rant before Martha interrupted.

"Peter, we're scientists. We know how to put two and two together. Peter Parker was a scrawny little sophomore when he came to our lab and got bit by a genetically mutated spider and then a year later, the same Peter Parker comes to intern at our lab glasses free and a lot more fit then he was the last time we saw him" Martha said, raising an eyebrow with a somewhat stern look.

"Oh, uh…maybe the kid hit the gym and got laser eye surgery. He's in high school, you know? Chicks dig muscles and no glasses" Spiderman said, chuckling a bit. Martha did not seem impressed.

"Uh-huh. Then one night, Peter Parker suddenly 'disappeared' when Electro suddenly burst in and then Spiderman suddenly came to our rescue and when the…Lizard incident happened, Peter had to 'run off' again to take pictures apparently while Spiderman coming to our aid a few minutes later" Martha said with a raised eyebrow.

"Well…I call the kid whenever he's near a crime. I'm honestly kind of a showboat, honestly and I like the attention. It's awful, I know but-" Spiderman tried to defend himself before he was interrupted again, this time by Curt.

"And then Eddie comes back as Venom proclaiming to the world that Peter Parker was Spiderman who probably knew Spiderman a lot more than we did at the time and had no reason going after a random kid who took pictures for a newspaper" Curt said, his light smile unchanging.

"Uh….well….I can explain that, actually. He…he…" Spiderman practically rambled at this point, not knowing what else to say at this point.

"Peter" Curt said again, lightly squeezing Peter's shoulder. "It's alright. You don't have to pretend around us. We won't tell anyone"

Spiderman stayed silent for a bit on this. It was quite clear he wasn't going to convince them otherwise and he didn't have any other explanations for the so-called coincidences that went on around him. After a few more moments, he just sighed and looked down to the ground.

"How long have you known?" Spiderman asked, more calm than how he was speaking before.

"It wasn't obvious to us at first but after Eddie…or Venom I guess we should say…came out and said it was you along with some time thinking this over in Florida, the conclusion we came to had become pretty obvious" Curt explained.

Spiderman let out a grunting chuckle. "I guess I'm not as good as keeping secrets as I thought"

"I guess not…especially since we could also tell about your…relationship with not only Liz but your new teaching assistant" Martha said, stepping forward with a raised eyebrow.

The expression on Spiderman's mask was so clear that both scientists could practically see the look on his face right under.

"I could tell from how she wanted to spend so much time around you and the way you interacted with each other. Listen, I may not approve of…what you have with them…but I get it. I'm not your mom and I don't get to tell you how to live your love life. I only hope you're treating them both with the utmost of respect and dignity" Marth said with a stern, motherly voice.

Spiderman said nothing for a bit before nodding. "I am…I…I really do think I love them both. They…have both been there for me in a way no one has before. They care for me and I care about them. Right now, they're one of the best parts of my life and I feel like I would do anything for them"

Martha in response to this became silent for a moment before sighing. "Well I guess that's the most I can ask for given the circumstances"

"Now onto more pressing matters, I assume you have a reason for taking another vial of gene cleanser" Curt said, raising his eyebrow and looking towards the vial in the hero's hand.

"Yeah…..Venom's back" Spiderman said, sad to say it.

Both Curt and Martha looked at each other with great concern.

"Venom?" Curt asked, looking back towards Spiderman.

"Yeah…The symbiote found Eddie and it's messing with his mind again. The gene cleanser's practically the only chance he's got against fighting it" Spiderman explained to his bosses.

"Oh, no. Not again…I truly thought he was better" Martha said, her head lowering, saddened by the revelation Peter had just given them.

"I thought so too. It looks like he was just faking it the whole time. The symbiote probably has him neck deep as this has probably been the longest time it's ever been fused with him" Spiderman, recalling that Eddie had first came back to the office over a month ago.

"This is certainly concerning…go ahead, Peter. Take whatever you need to help Eddie. We'll be here in case you need anything else…but I think you understand we may need to have a longer conversation about you being Spiderman" Curt said with a raised eyebrow.

"What?" Spiderman asked, suddenly getting confused.

"We may not be your parents but we are your bosses, Peter. We do have a right to be worried about your…activities. You're a young boy and you're putting your life in danger constantly. This really isn't how you should be spending the prime of your life" Martha said in her usual maternal attitude.

Spiderman just looked at both of them before looking down and sighing.

"Well here's the thing…if I don't do this…people I know…people that I care about get hurt. Every time" Spiderman said. Before he could even give them the chance to respond, he shot another web up at the ceiling and pulled himself up, exiting the window.

Both Curt and Martha looked at each other with concerned looks.

"This is really disheartening…both Spiderman and Venom were both created in this lab…and both of them young, teen aged boys" Martha said, looking down at the ground with a sorrowful look.

Curt gave his wife a look of pity and placed his hand on her shoulder. "It's a tough business we're in…but it's worth the risks. The benefits science holds for all people is invaluable"

"I don't really know if turning a 16 year old child into a superhero is one of them, though" Martha said, looking up into her husband's eyes.

At this, Curt just stared back, not knowing what else to say. It seemed all the both of them could do was wait…


*Meanwhile, Stacy household*

It was a regular, boring night for Gwen Stacy. In her pajamas already, she had her head in her laptop as she just studied and listened to music.

With Mary Jane going on a date with insert boy's name here, Eddie probably studying for college, Peter and Harry having their video game boy's night and her dad getting called in for an emergency (Though in New York City, the bar for 'emergencies' was kind of low. Especially now since they have literal supervillains), it was shaping up to be another boring, lonely night. Though considering she never was a 'popular' girl to begin with, she was used to it.

It wasn't like she couldn't find anyone to go on dates with. Ever since she got her makeover from MJ and broke up with Harry, a guy would ask Gwen out every other week. She would either politely decline or make up some excuse to not go, even if she thought she'd have a good time. There wasn't really a reason why. A lot of them honestly were kinda good looking and she figured she would have a good time…she guessed it was because they weren't him…

Ever since Peter rejected her back at the Silver Spoon, she had been edging back and forth on trying to be happy for him or just being plain depressed about him being with anyone but her. Of course she had been in a similar situation after New Years but honestly, it had just felt futile to try again at any sort of relationship. It wouldn't have been the same. If only there was some way she could get those feelings for him out of her…but that was easier said than done.

At some point, she just decided to call it in on the studying and just maybe see if Eddie or someone was free to text. She needed to maintain some form of social life or she'd just be a walking sack of depression. A few minutes after sending a simple 'Hey Eddie, how's it going?' text and getting no response, she figured to just put on a movie or something. Maybe Eddie had a big exam or something and that's why he wasn't texting. Typical, she thought.

She got out a bag of popcorn from the pantry and popped it in the microwave for a few minutes. That was when the doorbell rang and a frantic knock. Gwen jumped slightly in her shoes at this. This was not something you wanted to hear at your house at night time.

The blonde slowly went from the kitchen to the front door. She was pretty nervous to open the door if she was being honest. She wasn't usually paranoid, she thought but it was New York City. You never knew what crazy thing might happen to you at this time of day…especially when you're the daughter of a police captain. That's sort of how she got roped into Doc Ock's 'Master Planner' scheme as she recalled.

After waiting for a bit, she hesitantly looked through the peephole of her front door. Who she saw surprised her but it wasn't necessarily an unwelcome one either. It was her ex-boyfriend and now again friend Harry Osborn.

Realizing this, she quickly opened the door. He was dressed in a plump overcoat and baggy pants. Not usually his style but maybe he was trying something different. She could see him shivering. The poor boy was probably freezing.

"Harry! Come on in. You look like you're about to turn into a popsicle" Gwen said, noticing his red face that almost matched his hair.

"Hey. Uh…hey, Gwen. It's good to see you" Harry said as Gwen practically dragged him inside.

"What's up? Aren't you supposed to have your guys night with Peter? Why are you here and why do you look like you're freezing? Is everything ok?" Gwen asked, hurriedly asking question after question, deeply concerned at what her friend seemed to be going through right now.

"I'm good" Harry said as Gwen led them to the couch and sat them both down on it. "I know our last talk alone didn't go very well but-" Harry tried to explain before Gwen shushed him.

"It's forgotten, Harry. Really. You were emotional at the time. Now come on, what's going on? Where's Peter?" Gwen asked, throwing a blanket around him and rubbing at his back.

Harry slightly smiled. This was nice. It reminded him of all the times they shared when they were together. However, it didn't last long as he remembered why he was here.

"Gwen…I need to talk to you about Peter…what I found out…you're not going to believe it" Harry said, shaking his head and still shivering.

"What? What is it?" Gwen asked, suddenly getting more worried than before.

Harry breathed in and out slowly. Alright. He could do this. Just come out and say it.

"...He's him, Gwen. He's…he's him…" Harry said, shaking his head slowly at first but progressively grew faster.

Gwen raised an eyebrow and grew more concerned as one of her best friends seemed to be losing it. What in the world was going on?

"He's him…The Spider…he's Spiderman…I didn't believe it when the Bugle came out and said but it's true, Gwen! It's actually true! He's the Spider….He's the one who killed my dad. It's all so clear to me now. Why he's been blowing me off, been leaving in the middle of group outings, everything! He only pretends to be a photographer but he's been the one behind the suit all this time" Harry ranted, getting angrier as he went on, his glare deepening as he talked.

Stunned was the only word that could describe Gwen right now. She could only stare at Harry who was looking angrily downward at the Stacy living room coffee table with a blank look on her face. He knew?

"I know it's a bit hard to believe but I swear it's true, Gwen! Peter murdered my dad and he's no doubt going to kill again someday! I need your help to stop him once and for all before he hurts anyone else" Harry said, standing up and turning his attention over to the blonde sitting on the couch.

Gwen was still too shocked to form any coherent sentence. Multiple questions were running through her head. How did he find out? What was he talking about 'stopping' him? Was he ok mentally? Whatever the case, she needed to calm him down quickly before he did anything reckless.

"Harry…calm down. You're not thinking rationally" Gwen said, slowly standing up and gently placing her hand on his before he swiped it away quickly.

"I am, Gwen! I'm finally thinking clearly for the first time in months! Peter is the reason my dad's dead and he has to be stopped before he strikes again. I'm begging you, please. You need to come with me. I know it's on such short notice but I'm desperate for your help" Harry begged, cupping Gwen's hand in his, looking into her eyes. Gwen looked into his as well.

After a little bit, Gwen slowly moved her hands softly out of his grasp over his shoulder and lightly cupped it.

"...Harry…I think we may need to get you some help. Dr. Kafka at Ravencroft, she fixed Eddie, she can fix you too. I don't know what happened between you and Peter tonight but whatever you saw, whatever you feel…it…it just can't be true" Gwen explained softly.

Harry looked like he had just been punched in the face. He scoffed, shook Gwen's hand off his shoulder and shook his head, exasperated.

"You're not listening to me! Peter is Spiderman. I've seen it with my own eyes and instead of being a helpful friend, you're just acting as if I'm crazy for even thinking this" At this, Harry paused and took a breath before continuing. "Look, if you're not going to help me, I'm just gonna have to do this myself. I'll find Peter…and I'll make him pay"

At this, Gwen suddenly went on high alert and gripped onto Harry's shoulder again.

"You can't do that, Harry" Gwen exclaimed, trying with great effort to not get him to do anything he would no doubt regret.

"Oh, really? And why not? Please tell me why" Harry flat out demanded.

"Because…because maybe you should consider a few things. Even if Peter is Spiderman…your dad…he clearly wasn't in his right mind. Now…please don't get upset but…it could be argued that your dad is just as to blame as he is for putting himself in that very situation" Gwen tried to explain in a way so that Harry wouldn't get mad. However, it was looking to have the opposite effect. Harry's glare deepened.

"...I'm going to forget you said that because quite frankly, you're the only person I can trust right now…but my dad wanted to make the city a safer place by killing Tombstone and all Peter did was get in the way" Harry said, his voice dangerously low.

Gwen was beginning to become scared now. She had never seen this side of Harry before. It was very disorienting. She needed to choose her next words wisely.

"Harry…all I'm saying is that sometimes when scientists, like your dad, experiment with things, they become something they're usually not. Believe me, I know that first hand" Gwen said, recalling the Lizard incident with Dr. Connors. "I'm sure your dad deep down somewhat had everyone's best interest at heart…but what he did was not the right way to go about it. He went down a deep rabbit hole that he couldn't get himself out of and…it looks like it may have been his undoing. Spiderman probably could have saved him if he allowed him to but-"

"Why are you so hell bent on defending him, Gwen?! This guy literally threw my life upside down and took away one of the only people I can call family left and yet it's just my dad's fault? Tell me, why do you care so much for the web shooting freak?!" Harry shouted, causing Gwen to step back slowly, becoming more terrified.

"He…he saved me a few times if you remember, Harry. If he can do that, he may not be as bad as you think he is" Gwen said, her heart beating rapidly.

At first, Harry was deadly silent. One could almost feel the heavy tension in the something happened that scared Gwen even more than she was before (If that was even possible): Harry started laughing.

It wasn't the laugh you do at a funny joke. It was one of pure insanity. Gwen had never heard Harry do it before but here she was listening to it. The fact that there was no one else around to help her deal with this wasn't exactly calming her down either.

"I should have known…I should have fucking known…" Harry said after his laughter died down, shaking his head with his eyes closed.

"Wh-wh…what are you talking about?" Gwen said, practically trembling at this point.

"...How long have you known?" Harry asked in a silent but dark voice.

"...What?" Was all that Gwen could say.

"You heard me. How long have you known Peter was Spiderman?" Harry demanded an answer.

"Harry…I…I swear I didn't-" Gwen started to say.

"STOP LYING TO ME!" Harry practically roared which caused Gwen to let out a little scream and jump back. She would have fallen to the ground if Harry hadn't caught onto her hand.

Harry held a strong grip to Gwen's hand. Gwen didn't even know if her heart was even pumping anymore as she looked into her ex-boyfriend's eyes that were filled with rage.

"How long have you known, Gwen?" Harry let out calmly after several moments of silence. His angry face had gotten cooler but Gwen could tell it was still there, ready to burst out at any moment.

Gwen blinked rapidly and her mouth kept opening and closing. Several more moments later, she suddenly stopped and shut her eyes tight and held her mouth shut before opening it again.

"...A little over a month now…after me and Peter visited Eddie at Ravencroft" Gwen said, answering honestly.

It seemed good enough of an answer for Harry as he let go of Gwen's hand, shoving it away. He dreaded this was the case but there was no denying it now. Gwen had known all along the identity of the 'hero' that had killed his dad…and she had said nothing to him about it since.

Tears came down the side of Harry's eyes. It had been too much to bear. There was truly no one he could trust, not one soul he could call a friend. He sat back down on the couch, his face buried in his hands as he began crying his eyes out.

Gwen saw this and she went from truly terrified to truly heartbroken. Just as she had never seen Harry that angry before, she had never seen Harry this upset before. Guilt overwhelmed her as she slowly sat on the couch next to him and started patting his back.

"Harry…I'm sorry. I…I wanted to tell you, I really did…but…it just wasn't my secret to give out" Gwen said, trying to explain her actions.

After a few more moments of Harry crying, he lifted his head up and looked towards Gwen. His face was covered with tears and snot running down his nose. He kept on a stern look as he looked towards Gwen.

"Yeah…the secret of the guy who took my dad away from me. Me, the guy that loved you, who wanted to be with you more than anything, the guy who wanted to make you happy…but no. You had to keep his secrets…for him…because it's always about him, isn't it?" Harry said, his voice growing dark again.

"Harry-" Gwen wasn't even given the opportunity to speak.

"You know, Gwen…I remember something you told me…about Pete. You told me that he was the 'kindest, sweetest person you've ever met' and that I would never be able to tell you otherwise. Boy oh boy…I had no idea how right you truly were" Harry said, his voice along with his eyes getting darker with rage every second.

Gwen began to get scared again as she slowly lifted herself off the couch.

"Harry, please, do not let your emotions get in the way of who you really are. Are you still on the serum? You know what that does to you, Harry. It clouds your mind and fills it with artificial rage" Gwen said, trying desperately to calm her friend.

"No, Gwen…it doesn't. This is true anger. Justified anger at you showing your true self. You don't care about me. You never cared about me. All you cared about was perfect Peter Parker. You just wanted him. All I was to you was Peter's best friend, the one you never would look at twice if he never hung out with me" Harry said, slowly getting up off the couch as well.

"Harry, that is not true at all" Gwen said, shaking her head rapidly.

"I am so sick of you and Peter lying to me all the time! All you two wanted was each other and I just got in the way. No matter what I did for you, no matter how many times I wanted to prove myself to you as a friend, a boyfriend and maybe something even more someday, it could never be as good as what Peter could do for you" Harry said in an angered monotone voice towards the end.

Gwen said nothing to this, not sure she could think of anything to say at this point.

"Well then…if you love Peter so much…" Harry said. Before he could even finish the sentence, he leapt forward and grabbed Gwen by the neck. Her eyes went wide as she began choking on Harry's strong grip.

This was before Harry lifted her off the ground, her feet at least half a foot away from the ground as she looked deep into Harry's eyes. The guy that used to be her best friend had turned into some vengeance crazed lunatic.

"Let's see how much he 'loves' you, shall we?" Harry said as his dark frown turned into a maniacal grin.