Disclaimer: I don't own aliens, or spider-man… well, if I did this wouldn't be fanfiction, now would it?

Author's note: This story takes place in current continuity and Spider-man is using the Iron-Spider costume.

Chapter 1

A Venomous Beginning

Spider-man swung from the skyscrapers, spinning rapidly on the web line to get a 360-degree view of the city. Finally, he found what he was looking for, or rather it found him.

Something collided with his back and sent him flying through the air. He saw that he was falling toward a skyscraper.

Fortunately, he hit and went through one of its windows, rather then the hard concrete. Sitting up, he glanced around and realized he was in a lab. The lab's researchers were standing around open mouthed.

"Quick, get out of here, before…" A thud turned his attention to the window he had just crashed through. Standing on the window ledge was a black humanoid creature. It had a mouth full of sharp teeth, a tongue lulled out from between them, dripping green saliva. Its eyes were two white, soulless patches. A white spider symbol was the only other part of it that wasn't jet black.

"Ready to die, Parker?" Venom asked in his usual double voice. Spider-man had heard that Venom had escaped early that day and had naturally gone looking for him. Realizing that Gargan might still want revenge on Jameson, he had checked the Daily Bugle and found Venom waiting for him on the roof. After a short tussle, Spider-man retreated hoping to lure Venom to a place where he could turn the symbiote's weakness to sound to his advantage.

Venom pounced toward the sitting Spider-man, but Peter brought his feet up and Venom collided with them. Peter kicked him and sent him flying through the air and through a thick glass window into another room.

One of the researchers shouted. "You fool, do you know what you've done."

But Spider-man didn't hear him as he jumped through the window to continue his battle. The room was filled with green, egg-like spheres. Spider-man had only a moment to look around and wonder what the eggs where.

"Fighting me toe to toe?" Venom asked surprised. "You know I'm stronger then you."

Spider-man laughed. "You were never stronger then me, Gargan. Not as the Scorpion and definitely not as Venom. Why did the symbiote pick such a loser like you?"

"Shut up," Gargan said jumping at him. Peter charged and let Gargan's momentum drive him into his shoulder. Venom grunted as he fell back from the blow's force.

Venom hissed as he jumped to his feet. Something immediately slashed across his chest. He looked up to see what had done the damage. Extended from Spider-man's back were three mechanical spider leg-shaped arms. They extended forward and slashed Venom's chest again. However, they didn't do much damage through the symbiote's armor.

Venom laughed. "Is that all you got?"

"Actually, no," Spider-man said as a stinger extended from his wrist. He jumped forward and slashed Venom across the chest.

Venom chuckled and punched Spider-man sending him flying through the air. Venom moved toward the kneeling Spider-man. He drew back his fist and prepared to deliver another bone shattering punch.

Venom saw movement out of the corner of his eye and then something came flying straight at his face.

Spider-man got back up and found Venom struggling to keep a pale crablike creature off his face. The creatures skeletal tail was wrapped around his neck and Peter suspected that it was choking him.

Where the heck did that thing come from? Peter asked himself.

Meanwhile the creature had wrapped its arms around Venom's face and Venom had passed out.

Peter carefully approached the super-villain. Finally, when he was sure Venom wasn't going to jump up and continue the battle he kneeled down and tried to pull the organism off his face.

He managed to budge it slightly, but it curled its tail tighter around Venom's neck, cutting off oxygen. He let go and the creature instantly released its choker hold.

Scratching his head, he looked around the lab. He gasped as he saw the researchers, lying on the floor with the same crab creatures stuck to their faces.

"What the heck?" Peter asked aloud.

Looking at one of the eggs, Peter felt his spider-sense tingle slightly. Shrugging, Peter jumped out of the window and went to find a pay phone to call the police and an ambulance.

After Spider-man had gone, the petal-like top of one of the eggs opened and one of the white crab creatures crawled out of it. Scuttling off, the face-hugger went to find a host.