*sigh* Last chapter was a bit of a pain to get through, I wanted to show Peter has a life outside of Spider-Man and what other people in Peter's life think of him and his life. In the comics, Miles wasn't all that thrilled at being Spidey. Obviously with Peter guiding him, I decided to let him be less averse to the idea, but still worried. As for the other heroes in the area, I know as it was a Spider-Man game, they really weren't going to play great roles (or actually have roles at all), but I wanted to show how some people may feel about how unfair it was for Spidey to deal with all that alone. Although, I can't say that they won't employ some of them in this fic if appropriate...

On a somewhat unrelated and interesting future-applicable note, I was re-reading some of my old comics and came across the 'Back In Black' Storyline when I realized (after being aware but not comprehending) that Peter (even in the video-games) holds himself back constantly so that he doesn't kill people. I mean, a DNA/drug-enhanced guy in a Spider-Man suit punches him and he literally says right after that:

"Just so you know, I rolled with that punch so you wouldn't break your wrist." S-M

"What?" FS-M

"Skip it kid." S-M

Which reminds me... Dr. Jekyll/Calvin Zabo and Mr. Hyde...

Hmm...

Anyway, Spidey - in that storyline - almost kills the Kingpin. He beats the everliving SHIT out of Fisk after he hired a hitman and put Aunt May in a coma and in the fight it is described as:

'The crowd roars as they fight. He doesn't hear it. There's no crowd. No jokes. No cute remarks. No acrobatics. No webbing. No tricks. He only thinks one thing.

"This is the man responsible for the bullet that ripped through one of the two people I love more than life itself."

No.

Not a man.

A target.'

Seriously, if he actually put his all into fighting instead of how he usually does, he would have probably killed and/or maimed the Sinister Six on the roof of the Raft.

And he could lift about 10 - 30 tons having been an experienced Spider-Man in the Civil War.

10 - 20 - Mental Limit or hitting stronger enemies

20 - 30 - Enraged without control

30 - Beyond - At personal risk

This is 'technically' the same Spider-Man (8+ years of experience and growth) except this Spidey has the benefit of a symbiotic boost.

Think about that.

-Y.A.R.N.

P.S. All credit to respective owners.

The man carefully mixed the chemicals in the spider-DNA he was creating. It had taken burning through a decent number of specimens, several test with the mutagen on the specimens, blood compatibility tests and tweaking to make sure the process wouldn't kill him, a whole bunch of late nights and testing to the point that standing was simply not an option for his body as opposed to a mild deterrent. He set the serum aside and carefully took a bottle of the Oscorp mutagen before taking out a syringe and extracting the amount needed before the serum would be too unstable for his needs. He pressed the needle of the syringe into his Dna mix and pushed the stopper down. The mutagen dribbled into the mix and he vigorously shook the sample.

"Finally..." He whispered, "It's ready..."

He staggered over to the 'splicer' and put the serum into the machine and made sure the calibration and mutagen to DNA ratio was correct. He then stumbled over to the workbench where he created a suit that he was going to wear to protect his identity. He may not have had anyone left to lose, but he needed to make sure that his income and monetary assets remained untouched when he was finished with Spiderman, his protege, and Oscorp. It was practically an inversion of Spider-Man's original color scheme, red where there was blue, and black rather than red. The only thing he left alone was the lenses, the more he could pin on the wall-crawler, the better; besides, Spider-Man always had to restitch his suits and occasionally changed up the look every now and then. He walked over to the 'splicer' and sat down on the gurney he had moved next to it; he carefully began to slide his arm into a socket and closed his eyes for a moment.

"All for you..." He murmured.

Then the pain hit.

He screamed.

Miles let out a bit of laughter as he webbed the runner that decided to flee after seeing his fellow thugs be beaten black and blue following a failed B&E attempt.

"Well at least one of you was smart enough to run." He snickered as he got a call from Peter, "Wassup Coach?"

"Ricochet," Peter said, voice slightly strained, "Apparently the Demons are holed up in Center that was bought by Mr. Li. Yuri says that they investigated, but it was legit, probably was until I began leading Yuri an the other officers to the other Demon hideouts. They needed a place to lick their wounds and I am at the other end of the city dealing with some thugs."

There was a slight pause and the sound of a loud thud.

"Here's the location, wait for me and we'll hit it together okay?" Peter said.

"Demons?" Miles snarled, firing a web-line and swinging away from where he once was, "I can take them."

"Mi- Ricochet," Peter snapped, "Don't! I know you want to hurt them, but-"

Miles hung up on Peter and began to swing over as fast as he could.

Peter cursed, "Of course I forget that he gets touchy when they get brought up! Dammit!"

Peter hand whipped around and back-handed a large thug, "Out of my way!"

The thug collapsed like a puppet with its strings cut and the others backed up warily.

"Sorry." Peter growled as he cracked his knuckles, Viri squirmed in agitation as Peter's annoyance washed over it, "Playtime's over."

Miles landed at the gate of the recycling center and kicked the door down, scowling under his mask. Several demons that were milling around the building started in surprise and whirled to face him. Miles rushed in with a web-strike and nailed one of the men right in the face, jaw snapping and blood-painted mask flying. As he collapsed, Miles rolled with the impact and then launched himself off his hands into another demon feet-first, brain rattling and mask crumbling. The second one went sailing into a shelf which collapsed on top of him. Miles whirled as his spider-sense buzzed-

Half a second too slow.

A hex chain blasted him off his feet but he managed to roll with the impact, springing away only to elbow a gunman in the chest - hearing the bones crunch - before he could pull the trigger. Miles webbed the gasping demon to the floor with a sheet of webbing and hopped away as another gunman opened fire. Miles webbed the gun and tossed it at the hex-chain-wielding thug who knocked it out of the way with contemptuous ease. Miles leapt off the floor - intending to take the higher ground when - the hex chain winded around his leg and he was swung into a pile of debris. Before Miles could unwrap the chain from his leg, he grunted in pain and gasped as he was yanked into the air and slammed back into the ground before the chain slipped away. Coughing in pain, Miles rolled out of the way as a hex swordsman fired a wave of negative energy at him.

Miles scowled at the thugs who twirled their weapons as they advanced. Miles shot two web-lines at separate pieces of wood and launched them at the goons. They slashed through it but Miles was in motion, his fist clocking the chain-wielder across the jaw - shattering his lower jaw - and then pivoting on his heel to launch himself at the swordsman. The swordsman nimbly evaded his punches and responded with a series of slashes that nearly bisected Miles. When he released a burst of negative energy, Miles was sent flying into a pile of boxes which collapsed on top of him. Pushing himself out of the wood, Miles jumped away and used an impact web to try to bind the swordsman. The man sliced through the impact web only to see the entire room was clear except for a few confused gunman. He spun, weapon raised as he scanned the area.

There was a flash of yellow and the man was sent flying as Ricochet melted out of thin air, arcs of yellow lighting crackling around him as he added a venom blast to knock the swordsman out cold. The man landed with a loud thud as Miles surveyed his handiwork for a second, a primitive pleasure filling him up at the sight of the down criminal. Miles stiffened when suddenly his spider-sense buzzed right before he felt a sharp pain in his side as the sound of a shot rang in the air. He gasped and fell to a knee as he saw a demon with a handgun reloading his weapon. Miles staggered to his feet and was suddenly threw himself to the side as more bullets impacted where he was just standing. He glanced down at his side and blanched at the blood that was beginning to seep through the material of his suit. Miles quickly covered the wounded area in a sheet of webbing and was about to resume his attack when one of the windows shattered and Peter landed on the second floor with four mechanical arms stretching out from his back.

Peter whirled into motion, impact webbing smashing into the shooters on the second floor and sending them careening into the wall. His mechanical legs swung, doing almost as much damage as his fists and webs as they blocked bullets, swiped at demons and launched him across the room with a flex of their mechanics.

Within seconds, the entire hideout was filled with groaning demons and cocoons of webbing tying them down.

Peter turned to Miles, and judging by the narrowed eye slits, Peter wasn't happy.

"What? Were? You? Thinking?" Peter snarled as he glared down at the melancholy teen.

Peter hadn't wasted any time an told Miles that patrol was over and it was time to get that wound bandaged. Miles obeyed without protest, his side throbbing with sharp pain and bruises decorating his skin. After Peter had dressed the cut and sat Miles down, he stood tall and stared down at the teen.

"I was just trying to stop the criminals!" Miles protested, "I could've handled it -"

"I told you to wait!" Peter interrupted angrily, "I understand that having powers can make you feel like you're on top of the world, but this isn't a game! The bullet that hit you and the bruises you had - if anything - tells me you weren't handling it well at all!"

"I would've been fine! I have a healing factor!"

"So do I - in case you forgot - but it isn't like a bullet won't kill us if we aren't careful!"

"I needed to stop them!"

"So you went and threw yourself at them without thinking?"

"You've done it when you go out as Spider-Man!"

"I don't fling myself at them like a human grenade! I plan, I think, I listen to those who know better! I would've waited! Maybe tried to take out quietly a few before launching myself into the fight!"

"I couldn't just wait!" Miles yelled, shooting to his feet, "They're monsters and deserved it for what they did to my dad!"

Peter reply died on his lips as he saw Miles staring down on his feet, scowling and fist trembling at his sides.

"I just had to." He choked out in anger, "I just... couldn't."

Peter pinched the bridge of his nose, he was still mad, but he knew sometimes it became personal, and for Miles, it was more personal than most.

Peter had honestly felt like that when Aunt May had died. He wanted to break into the Raft, find Otto and then kill him in the most excruciating way possible.

"Miles. You cannot let your emotions get the better of you when you head out. I get you're mad, hell do you know what I wanted to do to the man who murdered my Uncle? Do you know what I wanted to do to Otto when he took the cure?"

Miles stayed silent.

"I wanted to beat them to death, I wanted to torture him to the point that they would wake up breathing through a tube and taking meds just to function." Peter sighed, "Do you know why I didn't?"

Miles didn't reply, mouth now twisted in a conflicted grimace.

"Because, Uncle Ben would've never allowed it. He hadn't raised a killer and he wouldn't have wanted me to tarnish his memory with bloody hands. Because May loved me and was proud of the hero I was, not the person I could've become if I let go of what she taught me. Because once you start killing, it becomes easier and easier to do it."

Miles shoulders shook with conflicting emotion.

"Miles, you carry more than just your life when you are out there." Peter said, "How do you think your mother would react if one day died because you were careless? Or she found out you had killed because you lost control? Do you think I don't care, that I don't understand? The people you can save and do save all rely on you being around."

Miles stiffened.

"Exactly." Peter said quietly.

"...So what do you do to stop feeling like this?" Miles asked quietly, "How do you keep the anger down and stop yourself?"

"You never stop feeling this way." Peter replied just as quietly, "Being busy helps in the beginning. Keeping your mind off of it helps for a while. But you never stop hurting when those you love are taken from you. Time and remembering the best times you had with them is the best method I found in coming to terms with the loss of a loved one. Making sure you can see your mistakes and learning from them is the best way to become a better superhero."

Miles was quiet.

"Go home, don't web-swing. When your side is fully healed, we are going to have to go back through some lesson with you to see if you really are ready for the city."

Miles head snapped up, betrayal painted across his face, "But -"

"No, Miles." Peter cut him off, "I get it. You're pretty calm right now and you think you're ready. But this incident is proof that you need a bit more time to focus on controlling your anger. You need to cool off and take time to adjust to what happened today, because it will strike you and you will need to process it. You nearly killed people today in anger, and I don't think you should do anything until you come to terms with how close you came. You'll hesitate, and that will be a fatal mistake. Try to figure out a way to channel your anger so it doesn't make you sloppy. No super-heroing until I say so."

Miles huffed, "I can still fight. I don't need to be benched..."

"Miles. I believe Peter is correct, and no. It isn't because he is my host." Viri chimed in, a symbiotic head forming next to Peter, "You let your anger take control, and it made your reckless and overeager. You broke several of the people bones and if you truly lost it, you might have killed them. As Spider-Man's protege and even more so as Peter's friend, you need to understand that as Peter said, 'With great power, comes great responsibility.'"

Peter was laying on his bed with an arm over his head when his phone chimed with an incoming call. He deliberated over whether he was willing to get up before he sighed and sat up to check the caller id.

"Mj?" He mused, and with a sigh answered the call, "Hey."

"Hey Pete." Mj said, "I saw the news about the Demons, is Miles okay?"

"He's fine." Peter said rubbing his forehead, "I kinda told him off about being reckless and benched him for a while."

"Peter..." Mj said, tone somber.

"I know, I know..." Peter replied, "I just don't want him to think what he did was okay. He nearly killed several demons today and wound up getting shot, I won't let him down. I can't do that."

Mj was silent for a moment before letting out a gusty sigh, "Just try not to be too hard on him."

"I'll try." Peter responded.

Returning to consciousness was a hazy affair for the man as he groaned at the phantom pains that had been wracking his body. He tumbled off the gurney he'd been lying on and landed in a crouch, shaking his head in order to clear it of the pain. His hands dug into the floor, fingers crushing the floor with his strength. He slowly got to his feet and looked around, he checked his arms and poked his wrist, a burst of webbing erupting from his pulse-point and laying on his hand. He frowned at the lack of distance and thrust out his hand and clenched his fist as a gout of webbing shot out and hit the wall with a loud wet 'thwap'. It wasn't quite a web-line but much more of what he had seen of Spider-Man's impact webbing.

"Not exactly like Spider-Man's," He mused, "But it shall serve as a another nail in his coffin thanks to his use of webbing."

He leapt of the floor and landed on the ceiling, hands and feet sticking to the surface as he hung upside down. With a feral smile he began to lift materials as though they weighed as much as pillows. His muscles bulged as curled over and he stumbled closer to the mirror he hung in the lab.

He held out his hand and smiled as his fingers grew into clawed blades, "The mutagenic's properties seem to have given me the ability to modify some my body parts."

He stared at his new form, he was for more bulky than Spider-Man, and his mouth was now visible as part of the suit, but none of that mattered. He already lost what made his life worth living, he didn't care if he became a monster, he didn't really care if he lived after taking down everyone else. He opened his mouth and in a brief effort of will forced his teeth into sharp and deadly fangs that were filling in his mouth. He retracted the fangs and twisted his neck and waist, taking one last look around the lab that had been his base and the photo of himself and his family on the desk.

"I couldn't save you." He said quietly, "So I'll avenge you instead."