Peter Parker suited up urgently. He stormed out of Aunt May's small house, with just as much urgency. His aunt came out of the house, trailing him.

"Peter!" She yelled, breathing heavily form the effort of running out of her home. Peter turned, his mask half on.

"Aunt May, I'm sorry.. I cant explain this.. I will though.. I promise." He looked at her. Aunt may nodded, disbelievingly. "I promise." Peter said, his tone mixing seriousness and love. Peter pulled the mask all the way down his face, and Spiderman leapt into the air, swinging towards the city, flinching at the sounds of pain and terror coming form the now dark city.

Spiderman landed on the street and ran a few steps to gain momentum, then leapt back into his web swinging pattern. In less than five minutes he reached the city, and the riots, gunfire and screaming mobs.

"Mommy look, its Spiderman!" A Little girl yelled, her sound of fear turning into delight. "Mommy!" She yelled, happily again. She looked, her mom was on the sidewalk, blood seeping from her stomach. The mother gaped up at her only child, smiled, and fell, dead on the floor.

Spiderman swept up the now crying girl. "Its ok little one." He reassured, "Its ok. Everything is going to be ok." Spiderman said, rubbing the poor girls back. He laid her on a rooftop, safe form harm, or at least as safe as anyone could be in this world.

Spiderman jumped off the edge and swung back into the streets, finding the ones that needed the most help and pulling them into safety. Armies, armies, were killing people in the streets, taking out heroes and recruiting villains. The government was under the control of Kingpin, in one night, the world had changed forever. And Spiderman didn't think he would be around to save it. Or anyone would be around to save it. We are all alone He thought to himself. Alone now. What is there to do? Spiderman shook his head. Fight. That's what we do. Fight, go down fighting. Spiderman nodded to himself and landed onto the ground, near a garrison of solders.

"Yo. Pinheads." Spiderman quipped. "Watcha looking for? Me? Well here I am, if you can catch me" Spiderman sung the last to words and jumped. Just like that he disparaged, the soldier looking around them, guns raised, safety off. And Spiderman appeared, in the middle of the group, kicking and punching through the army without mercy. Killing, even. He snagged to guns with his webs and pulled them back, catching one and filling holes into a couple men before throwing it another. Already, reinforcements were swarming around him and the army.
Eddie Brock watched on the side, a soldier eyed him and raising his gun.

"Citizen, move or I make you move." The soldier ordered evilly.

"Why?" Eddie asked, a grin forming on his face "Because this is a Curfew zone, Kingpin's orders.

"Well fuck the kingpin." Eddie spat. The soldier raised his gun and motioned to fire, but Eddie had the gun out of the soldiers hands in a millisecond, twisting it around and pulling the trigger himself, bullets spraying into the soldiers chest. He hated Spiderman, but this was something else. War, and evil beyond his hatred for the webslinger. He put his differences aside and ran into the army of soldier, the symbolite suit encasing his body as he ran. Venom slammed two soldiers, picked them up and tossed them into the air. He punched violently, cracking the ribs of another. He could see the Spiderman, swiftly kicking and slinging soldiers at each other with his mastery of webs.

" Venom, what are you doing here?" He yelled, as he broke the nose of a soldier, and tripped him into another soldier.

"Helping you. What does it look like." Venom said, delightfully tossing more soldiers into walls. "Seems like you could use it"

"yeah. I could." Spiderman bashed two more men's head into each other. He spun to look at Venom. A Soldier had a rocket launcher pointed straight at Venom, and the black suited former villain couldn't see it. The rocket launched, and Spider man quickly pulled Venom to the side with a sling of his webs. But the rocket passed Venom, and hit the red and blue clad hero, and burst into flame. Spiderman was sent back, into a wall, half of his mask torn, the one eye showing open. Dead. God no. Not Spiderman.

Venom roared and plowed into the remaining soldiers, but was overrun. He barely made it out alive.

Spider man. Venom promised himself to avenge his former nemesis's death. That night, Eddie Brock sat up, one in the morning, sewing. With the last clamp of his machine, he stood back, and held up a makeshift Spiderman outfit. Venom died that day, ad a new Spiderman was reborn.