Author's Note: Please if you're going to review don't just put something really stupid like 'it's good' or 'Great…' and that's it I just ignore them and then delete them. I work really hard at this so something like that is just insulting.

THE RETURN OF SPIDER-X

CHAPTER 11: VENOM

Peter and Rogue were resting up after the last dance both were a bit tired and sweating a little but both wore smiles on their faces. It had been too long since they had just enjoyed a moment like this. They were sitting by the edge of the building so they could hear each other talk as they finished some bottled water.

Peter couldn't help but look at her as she ran a hand through her hair, 'Damn she really is beautiful…How did I get so lucky?' He thought to himself and Rogue caught him staring. She blushed a bit sill unused to having someone look at her like that. But it felt nice though.

"What?" She simply asked him.

Peter hadn't known he had been staring, "Oh sorry it's just that…well…I was thinking how luck a guy I am to be dating someone like you."

Again she felt her cheeks warm at the comment, Peter had this way of making you tell that he was being totally honest with you with his voice at times like this. She didn't have a response to that, although looking at his brown eyes she smiled at him. Then just as she was going to saw something her watch went off. 'Damn it…Not now,' She thought as he looked at it.

Rogue had set her watch to go off when they had only an hour before curfew. "Looks lahke we only got an hour left. We'll have to walk back now."

They stood up and made for the door when he leaned over to her, "You know…I do have my 'other suit' and gear with me…We could just 'swing' by to the mansion."

Rogue was surprised by that but then she thought back to the last time they had done that. It had been very fun and exhilarating as well. She wouldn't mind another try at that, it was dark so no one would see her face and they could take the long way home too with how fast he was. So she decided to give it a try again. They found the alley right next to the club as a nice place for him to change.

She watched as he took off his jacket and shirt and saw the costume under it, "So that's why ya'll were sweatin' so much."

Peter just shrugged and when he went for his belt she quickly turned around and decided to guard the entrance. Although she had seen him in just his boxers already when that suit left him, she grinned to herself at the memory of seeing him like that. "Okay I'm done."

She turned to see him there with his clothing in a webbed up ball, "How do ya know that no one was lookin'?" It was odd because anyone could just happen to take this alley as a short cut.

"Spider-sense would warm me," He stated matter of factly to her. She kept on forgetting that little neat trick of his. She wished she had that when either Kurt or Bobby got it into their head to pull a prank, she had accidentally walked into one meant for someone else once.

"Well now we beg to differ," They heard a deep menacing voice around them but they couldn't see anything. What really was freaky to Peter was his spider-sense wasn't working, he didn't feel anyone sneaking up on him. That worried him more then just now long this person had been there.

"Who are you?" Peter shouted out trying to find whoever it was.

"Oh you know us Parker, and yes we know who you are. We know everything including that girlfriend of yours isn't wearing that bracelet as a fashion statement."

Both Peter and Rogue looked at each other shocked as she gripped it slightly. How anyone outside the mansion could know about that they just didn't know. She pressed her thumb against the green 'jewel' as it turned red; telling her its power was off. She was lucky she didn't have gloves on and Peter nodded to her as they prepared themselves. "So are you the same guy or guys as it seems giving me the 'love letters'?" He asked the darkness.

There was a strange laughing sound, "You are a bright one, and yes we thought it would be a bit of fun. We wanted to play with you before we killed you Parker."

"Okay what did I do?" Peter asked trying to keep him talking as he tried to look around. "Did I send a buddy to yours to jail? You yourself and you took it personally?"

There was a large thump sound behind them as they turned around, it was dark in the alley but they could both see something moving. It was large and bulky and both teens readied themselves. Then what came into the light made both of them freeze as they saw it. It was the suit only it looked like it found a new host as he was much larger then Peter and there was a gruesome jaw with lots of teeth and a long tongue.

"Oh man you have got to me kidding me," Peter said seeing that suit again. He knew it was it, he had thought that nightmare was over but it looked like it wasn't. Rogue was just as shocked by this as no one ever expected to see this thing again.

"What's a matter Peter? No hello?" The large man said with a large evil grin on his face. "Or maybe you don't recognize me like this." Then the suit pulled back from the face to reveal that of Brock. Peter swore in his head, that night when he lost the suit was still somewhat jumbled in his head but he had thought someone else had been there.

In fact Peter had tried not to think about that night again but seeing Brock's face only brought back a few buried memories into his head. He had been there at the church he was sure of it now. So when the suit left him it must have found him there. Peter felt a small amount of panic now that since Brock knew all of what he said then the suit must have told him. Then it would have told him everything that he had known, he had just put everyone in that Institute in danger now.

Rogue chose to step in at that moment, "What are ya goin' ta do then huh? Ya want ta blame him for ya being such a jerk and tryin' ta expose him?"

"Well that and what my other wants too, see he rejected it and it wants revenge a little concept it learned from me," Eddie told her as the costume went back to cover his head. "We planned to make his life a living hell and then expose the world to you freaks as well."

"Freaks?" Rogue growled out, "Hey have ya looked into a mirror lately?"

"You should mind your manners, mutant."

Rogue rolled up her sleeves, "Go an on touch meh I dare ya." He only laughed at her.

"You may have poison skin girl but we call ourselves Venom for a reason," With that he shot a web line at her encasing her upper body in it. Both of them never expected to see that. Then she cried out as her arms and chest felt like they were being crushed. It was getting hard to breath as well from how tight the webbing was on her. She heard Peter shouting out to her but she was too focused on trying to get air into her lungs.

"Because we are just as deadly as any poison," Venom finished as he let it go. He wanted her out of the fight not dead, not yet anyway. Peter launched himself at Venom hoping to get him out of the way and then get to Rogue fast. His heart was racing as he kicked Venom but it only staggered him. He swung one of his massive arms but Peter ducked.

But only just barely, he had been fighting with his spider-sense for so long he had just gotten used to it but this guy didn't set it off at all. Peter had never fought like this since his powers and it was a little disorienting. Spider-Man jumped over him and slammed his fist against the head but he only got a grunt. 'Great the damn thing sure has made him strong,' Peter thought to himself.

He jumped onto a wall to avoid Venom's fist that smashed the pavement. For a moment he thought he was safe but then Venom jumped up onto the wall like he did. 'Oh come on! Does he have ALL my powers?' he thought before jumping off for a higher route. He was in mid air when he felt Venom tackle him. It was like getting his by a semi as he was slammed against a wall. Just as he was falling Venom grabbed his face and bashed his head against the wall and then threw him across the alley.

Peter groaned, feeling the pain and the spots in his vision. He tried to get up and saw a large blob heading towards him. He fell onto his butt to avoid a punch and then with his feet kicked straight up, hitting him in the jaw. Venom felt that as well as a blow to the stomach and then a right hook.

Peter tried his best to fight him off, but one of his fists were grabbed by Venom's hand and squeezed so tightly Peter thought it would break. He used his left to punch Venom as best he could and managed to break free. Peter saw Rogue was still moving but not too much, he needed to get her out of there and get that webbing off of her.

He made for a move to the right and then dodged left and tried to get to her. Venom growled angrily and then he managed to grip Peter's ankle and used him like a club. Swinging him back first into the solid ground, he shouted out as he hit the wind knocked out of him. Venom didn't stop there and continued to throw Spider-Man against a few objects until Peter was finally let got and hit the garbage.

Peter tried to move but he hurt all over, he could taste blood in his mouth and he could see a few tears into his costume. 'I got to get up…I…Got to save Rogue…oh god I hurt…I mean I really hurt…come on Peter push through it.'

Rogue tried to get up and to move but she was having too little air get in, her sight was swimming and it was hard to focus. She could see Peter in the fight and she wanted to desperately to help him. She couldn't remember feeling so useless in all her life. Her boyfriend was right there fighting for his life and hers and all she could do was watch! She wanted to scream out her anger and frustration but couldn't get enough air for it.

He tried to move but his body wasn't letting him. Venom picked up Rogue by the webbing and encased most of her body in the stuff and threw her over his shoulder. He looked down at him, "If you can get up try and get to the church before morning. That is if you want to see her alive again."

"N…no…Leave her…out of this…" Peter managed to say out to him.

"Sorry but no, you see my other doesn't like her. You threw it away for her so it wants revenge on her as well," with that Peter was helpless as he watched him take her. He tried to move but it was just so hard, but he wouldn't give up. He wouldn't let another person he cared for get hurt.

He then knew he couldn't do this alone he needed help, 'Professor! Please! Can you hear me? Anyone?' He thought as loud as he could hoping that Xavier would hear or was using Cerebro at that moment. It was all he had until he could move his body again.

-Xavier's Mansion-

At the moment Lance was with Wanda and Tabitha in the den, since they were the only ones he felt most comfortable with. "Come on Lance enough is enough," Tabitha told him, they both knew why he was in such a mood. "Just suck it up and talk to her, God this is getting annoying."

"I'll have to agree with this one," Wanda nodded sure she had absolutely no experience with relationships. But even she could tell this wasn't good. Of course what he saw in Kitty she had no idea, she was just way too perky for her tastes. It's not that Wanda disliked the girl she could only just take her in small doses is all.

"Look I know, I know," Lance sighed to them as he was laying on the couch moping as usual. It's just that whenever one of them opened their mouths something always came out wrong. Okay he admits that it was usually him that says the wrong thing but for once he was in the right. He guessed that he just let it go on a bit longer because he kind of wanted her to know what it was like for once but that wasn't a good thing to do.

So here he was trying to figure out how to break the ice with her and either not say the wrong thing or come off apologizing when he shouldn't. Wanda was sitting down with her arms crossed wondering if relationships were worth all of this? So far she was still taking classes here with Mr. McCoy who wasn't that bad at teaching, no surprise there. And having counseling sessions with Xavier so there wasn't much socializing for her to do.

She wasn't experienced enough to know what to do in a situation like this. For Tabitha given her last relationship she felt that she was the last person Lance should talk to. But knowing how stubborn Lance was there was no way he'd go and ask the others. He'd rather die then ask Scott for help and Peter she figured was too much of an unknown to him like Kurt was.

After a moment of silence the person they had been talking about walked in. Kitty looked in a bit nervously seeing everyone there. She and Lance locked eyes and Tabitha took that as her queue and took Wanda by the hand, "Come on Wanda you wanted me to help you with that homework remember?"

"What?" She asked as Tabitha dragged her from the room and saw the two left and nodded. "Oh…That, alright then."

Kitty breathed a sigh of relief as they left as this would make things easier. Lance saw up on the couch as she took a timid seat next to him. Neither one spoke at the moment until Kitty spoke up, "Lance…I'm sorry. I never meant to hurt you or your feelings."

He sighed and ran a hand through his mullet, "Well you kind of did Kitty. I want to live my own life and lately you've been kind of making my life for me."

She was surprised by that, "Like how?"

He started to count off his fingers, "Let's see trying to get me to try being a vegetarian, wanted me to do something other then what I wanted in life, oh and I really don't like all those touchy feeling movies."

Kitty frowned, she hadn't realized she had been doing any of this, "So…where does that leave us?"

Lance had been thinking about this, "Look I'll admit we're not the most perfect match…But I still want to give this a shot. Do you?"

"Like of course."

"Well then I say if we're going to make this work we'll have to try and work through this. I mean there have to be some things we like to do together maybe we should just build on that and take it from there?"

Kitty thought about that, it did make sense to her. And she did want to try and work on this, "I think we can try this. I mean I really do like you and I do want this to work out."

He smiled at her and he had to admit when she smiled back at him he felt a bit better about this. He wasn't sure where they're relationship was going but he was glad they still had one. But of course the mood was ruined as some commotion was going on in the next room. Kitty sighed wondering if Bobby had pulled a prank again, "Now what?"

Both teens went to the door and Kitty gasped at the sight of Logan and Jean supporting Peter in a torn up costume. "What the hell happened to him?" Lance said seeing him like this, he looked like he had gone ten rounds with Juggernaut.

"Chuck heard the web head asking for help and we found him like this tryin' to stand up in an alley," Logan told him as they rushed him to the infirmary. They had found him standing on shaky legs holding his rids a bit. He had wanted them to help him out that someone had taken Rogue.

They had to nearly drag him to the side of the van as they had to rush him into the side door before anyone noticed. Logan had taken a look at him and pulled off the mask seeing the bruising on his face and pulled up the shirt to see some nasty ones on the ribs. He had asked Peter what had gone down and to his best of his abilities Peter had told them everything.

The suit, Eddie or Venom as he was now calling himself and him taking Rogue, and of course that the suit gave Eddie all the knowledge he had it seemed as his powers. By the time they were in the infirmary Beast was already looking him over after getting the top of his costume off. Peter was sitting up on one of the beds feeling the cold air against his skin.

When Beast was patching up his ribs and given him a few pain medication pills, Hank had already told him he had some nasty bruising and possibly a concussion. It was then that Xavier, May and the other adults were all there now. Along with Scott and Jean as well, so Peter had to tell them the entire story all over again.

Scott was the first to step in, "Okay so this Venom guy wants a fight I saw we give him one. He's at that church so I say we go there, get Rogue back and take this guy down."

"No, we can't just rush in," Peter winced as Hank tightened the bandages, "he wants me and if he sees anyone else there's not telling what he'll do to Rogue. I won't let her get hurt…I won't let another person I care for get killed…"

May was behind Peter and she felt how strongly he felt about this, she knew that he would always blame himself for Ben's death it was a terrible burden that he placed onto himself. She reached out and touched his shoulder. He looked over at her and she saw the pain in his eyes about what would happen if he lost Rogue to that monster. She also saw his conviction in saving her and that no force on heaven and earth would stop him.

"Then what do you suggest?" Xavier asked him. He had a feeling of what he was planning and he didn't like the thought of it.

"I go to the meet and you guys hang back out of sight." He told them, he had time to think of a plan for this on the way here and it was the best one he had, "I distract him away from Rogue you guys bust in and make sure she's save and get my butt out of the fire, cause in this shape I wouldn't last long."

Scott thought about this, they would need to be careful about this. If they did this wrong Rogue could get seriously hurt or worse, "We can have Kurt stick close to you, since it's night he blends into the darkness more and Jean can keep an open link with your mind."

He looked at the red head and she nodded her head, "If you let me I can use your eyes to know what's going on and if I get close enough maybe Rogue's as well and get a message to her too."

Logan grumbled something about not liking any or this. Personally he wanted to dig his claws into this Venom character and show him why he didn't like people picking on kids. Charles had to admit that this was all risky and saw the worry in May's eyes. Peter looked at her and placed his hand on hers, there was a moment of understanding with the two of them as they locked eyes. She sadly nodded her head telling him to do what he had to do.

"I think we'll need Amara for this as well," Peter suddenly said as he remembered something from when he had the suit. When Amara hit him with a fireball it had really hurt the thing, "Her fire powers we'll need, that suit has a weakness for it and we'll need all the advantages we can get."

"I'll go call her," Ororo said as she excused herself to get the Nova Roman princess.

"Great but since I am going I'll need someone to bring me my X-Men uniform," Peter looked at what was left of his Spider-Man suit it would take time to repair that and the other spare was in the laundry somewhere he thought.

"I'll get, just tell me where you keep it," Jean told him given that he was most likely going to have to take the rest of his uniform off she might as well get the other one since she was leaving. Seeing Peter once in his underwear was enough for one life time as it was.

Peter told her were to find it, so she left him as Scott went to gather up the X-Men and laid out what was going on. He saw May take his tattered clothing for him and Logan went to get the van ready and to suit up. Hank was putting the last touches on his injuries but he pushed that away.

All he could think about was Rogue, because of him she was in danger. Well not this time, he wouldn't lose her and he wouldn't be alone to do it. 'Hang on Rogue we're coming for you…I'm coming for you. And if Eddie had hurt you in any way, so God help you because nothing will stop me from coming after you Eddie.'

NEXT UP CHAPTER 12: X-MEN VS VENOM