Gwen finally awoke in Peter's arms. She looked tired, but wasn't very harmed. "Hi Pete." She said in a worn out tone.

"How's it goin', Gwendy?" Peter asked her. She coughed and said "I just want to go home."

Peter nodded and swung home. When he walked inside, he saw something that made him drop Gwen. Gwen yelped and asked "Hey what was that for?!"

Peter was kneeling over something. Gwen walked over him and her face went to shock as well. Aunt May was lying on the ground. "Does she have a pulse?!" Gwen asked in panic.

"Yeah…" Peter confirmed with relief "But I think I know who might've done this…" He then looked over to a crudely spray painted pumpkin on the wall. "Go to bed, Gwen. I'm gonna take Aunt May to a hospital…" Gwen nodded and went upstairs, Peter swung to the hospital…

The next day, Roderick Kingsley sat in his office. He read the newspaper, and on the cover it read "Old Woman Nearly Murdered: Hobgoblin Suspected."

"I didn't murder her, though…" he thought to himself. "I did notice some of my Goblin gear was stolen…someone's framing me!"

He stepped out of the office, and when he was gone…someone else stepped out of the shadows. He opened up the hidden elevator and rode down into the secret corridor. Finally, he walked over to the cell that held Ben Reilly and Cindy Moon. He opened the door up to see them both sleeping, holding each other.

"Wake up." The man calmly demanded. They both woke up and looked at him.

"Who are you?" Ben asked. The man chuckled.

"I could ask you the same thing" he replied as he held out his sickly green hand. "I just know I can get you both out of here."

Cindy jumped at the moment the leave, but Ben held her back. "Just a minute now. How can we trust you?" he wondered.

The man then shut the door, and continued on his way until he heard banging on the door. It was Cindy, pleading that he come back.

Ben said to her "Cindy! Don't! We can find a way out, I promise!" Cindy pushed him away.

"I don't want to find a way out!" she hissed "I want out now!" She continued banging on the door as Ben tried to stop her.

The man imitated footsteps as if he was walking away and the banging just got louder. Ben yelled "Cindy…Cindy…you don't need out! Not yet! Not with this guy!"

Cindy screamed "You don't get it! You haven't been in this hellhole for months, have you, Ben?! HAVE YOU?! I CAN'T TAKE IT! I WANT OUT! I NEED OUT! LET ME OUT! I CAN'T TAKE THIS!"

The man walked back over, though his purple robes made it look like he hovered around. "Then work with me. I can set you free."

Ben held her protectively and said "Get out of here! You're making my spider-sense go berserk." The man opened the door again.

"If you wish to rot in here forever…don't let the young girl rot in here with you. Let her free." The man persuaded as he grabbed Cindy. Ben let go but then decided on something. "I'm coming too." he said.

Cindy thought to herself "Maybe he's right…but I need this. I need to be free. I want to be free."

The man, Cindy, and Ben walked out of the corridor and into the elevator. When they stepped out, they found themselves surrounded by Oscorp security. Kingsley sat in his chair, wearing a very Kingpin-esque white suit. He snapped his fingers and point to the three outlaws. "I want them stopped right now!" he demanded.

The security guards all shot at the three, but Ben and Cindy leapt out of the way of each and every bullet. The mysterious man just looked at his wrist and pressed something on a device wrapped around it. Suddenly, a glider similar to the Hobgoblin's flew in. The man laughed and said while pointing at Cindy and Ben "I'll contact both of you later on. For now, I need to take my leave." He then flew straight through the window.

Ben and Cindy looked at each other and nodded. Cindy held Ben as jumped out the same window together, and she swung away with her newly discovered webs that shot out of her fingers. She wondered what else she could do…she never really experimented with her powers while in that bunker…

Back at the hospital, Peter and Gwen sat at Aunt May's bed and Peter held May's wrinkled hand. He asked her "Do you remember anything? What happened?"

May frowned and denied "I don't remember what happened, Peter. The shock was just…too much for my old heart to handle."

Peter's eyes got wet. "I'm sorry Aunt May…this is my fault…" he told her. But May shook her head.

"But it isn't" she protested. "I don't see how it was." She gave a smile.

"Aunt May…" Peter began "I have a secret. The reason for why what happened…happened."

"Oh shush with that, Peter. I already know." May said, leaving Peter and Gwen in astonishment.

"You…knew?" Peter asked, still confused.

"Oh yes…I knew." May confirmed. "You're Spider-Man…and in a funny coincidence…your girlfriend is Spider-Woman. I'm proud of both of you."

Both Peter and Gwen smiled, but then Peter broke the slight silence with "But being what I am…almost got you killed."

May brushed this off. "I'm old anyway, Peter. This isn't much to me. If I die, then at least I get to see Ben again. You're practically a full grown man. You can take care of yourself if I do pass…"

Peter's already wet eyes began to leak more tears and he hugged his aunt. "I love you Aunt May…" he mumbled.

May replied "I love you too, Petey…" with a smile.

Then at the doorway was Eddie Brock. "What a lovely display of family" he sarcastically muttered.

Peter turned back to him and his brows furrowed. "Get out, Eddie." He said angrily.

Gwen stood next to Peter and agreed "Screw off, Eddie."

Eddie held his hands in the air and said "Oh scary. Don't worry, I ain't here to kill the old lady. She's safe. She's still innocent. But you two I can't say the same for."

May said "Get out of the way, kids!" Peter and Gwen stepped out of the way and Aunt May pointed a gun at Eddie and fired. The bullet landed in Eddie's thigh and he fell onto the ground.

"Where the heck did the gun come from?!" Peter asked, rather shocked as seeing his elderly aunt pull a gun out on a man.

"It's from your Uncle Ben's time in the war." May said. "I don't go anywhere without it."

Eddie's body covered itself in black ooze, and he grew larger. "Quite rude we'd say!" Venom said as he got back up.

May said "Sneaking up on an old lady and two beloved kids is ruder, mister."

"Watch yourself, oldie. We're not afraid to show off our fangs!" Venom hissed.

Peter shoved Venom and said "Back off!" Gwen likewise shoved and said "Yeah! Go away!"

Venom laughed off these attacks and grabbed them both. "We'd kill you now…but the old lady's present. Meet us outside. Or else there will be consequences."

Peter motioned for Gwen to stay and that he'd go. First, he changed into his Spider-Man outfit, and then he leapt out the window. "Here I am, Venom!" he proclaimed.

Venom grabbed him from behind and threw him. "C'MON PARKER! LET'S DANCE!" he demanded.

Peter got back up and ran at Venom. He leapt onto his back and began hitting, but alas…the hits did very little. Venom just tossed him onto the concrete parking lot. He then curb stomped him.

Suddenly, out of nowhere men dressed in blue and white appeared and held Venom up at gunpoint. Venom just chortled.

"Your guns will do nothing to me!" he bragged, but then the guns shot out loud noises that apprehended Brock. Peter looked around at the men in uniform and asked "Who are you?"

A man with an eyepatch stepped out, three scars surrounded the patch that was wrapped around his dark face. "These are my boys from S.H.I.E.L.D." the man explained in his somewhat deep voice.

"And who are you exactly?" Spidey asked.

"Who am I?" the man repeated "My name is Nick Fury. We thought it would be nice if we could apprehend this beast for you, . We've had our eye on you and for a long while now. By the way…I want this man…alien…thing taken to Ravencroft. Doctor Kafka might be able to help him."

Peter got angry and asked "Why have you been watching us!?"

Nick wrapped his arm around the lad's shoulder. "Because you are both very gifted, and believe me…you're not the only heroes around."

"Well yeah, I knew that." Peter said.

Nick then said "Allow me and the boys to show you our headquarters." He then took Peter to a jet and allowed him inside.

Other agents threw the defeated Brock into a van and drove off for Ravencroft…