Gwen was playing the drums in the garage with the band, getting a bit lost in her own music. She was even starting to get lost in her own head, that night of the murder of that kid in her mind. That day that Gwen was just going out as another Spider-Hero, trying to show herself off as the next hero.

Then things took a horrible turn for the worst.

"Gwen? Gwen!"

Gwen was suddenly knocked out of her head when she heard someone call her name. She looked around and noticed MJ standing in front of her, the other members of the band gone.

"Oh, hey, MJ...looks like I got lost in the moment." Gwen apologized.

"Looked like a lot more than that," MJ commented on her friend's behavior. "You okay?"

"Yeah, why wouldn't I be?" Gwen asks as she spun the drumsticks around.

"It's just you seem a bit...agitated," MJ explains her concerns.

Gwen knew MJ meant well, but there was no way she could tell her she was Ghost-Spider. "It's nothing. I just need to get a good night's sleep." She then looked at the time and knew she had time to sneak off and get some nightly patrol. "Look, I gotta get going." She grabbed the bag carrying her suit and started to walk off. "Thanks for voicing your concern, MJ, but I promise everything's fine." She then walked off and went from smiling to stern. "Or at least it will be."

While Gwen was going out and trying to get around in her costume, the original was currently staring at his best friend. He hasn't seen Harry in around five years when he suddenly went abroad without even a goodbye. It was only explained in a sudden letter that was sent out to the three of them (MJ, Ned, and Peter) on the day it occurred. Ever since then, he just fell off of the map and never showed up or even sent out any letters out since.

Harry chuckled when he saw Peter's look of shock. "A little awestruck, huh, Pete?"

"Harry?" It seemed that was the only thing that Peter was capable of saying. "You're..."

"Yeah, I'm back," Harry confirmed with a smile and threw his arms up and down. "Miss me?"

Peter walked up to his best friend and quickly hugged him, letting out a small laugh. He hasn't seen Harry in so long and he was just happy to see his childhood friend was back. One of the few people who comforted him after his brothers 'death' was finally back.

"It's been, what, five years?" Peter asks as he lets Harry go.

"Seven, by my count." Harry corrected his pal. "After everything that went down, I figured you could really use a friend."

"Huh?" Peter was a little confused.

"Well, the Undertaking and Ned, followed by that Slade guy trying to kill your mom." Harry recapped what he had been told. "Then there was you besting him up."

"Oh," Peter was following what his friend was saying. "Yeah, a lot has happened."

Harry pat Peter on the shoulder and chuckled. "You got your braces off." Peter laughed as he recalled he had those last Harry saw him. "Now there's nothing to distract from your unibrow."

Peter groaned as he laughed. "Hey, at least my hairstyle didn't come from an 80's catalog."

"In my defense, one of the manservants did this to me," Harry replied as he ruffled his own hair. "But I work the comb the best I can." Peter chuckled and started to laugh. "So...at least I'm not completely helpless."

Peter kept laughing as he dragged Harry off, the two of them need some catching-up time. "You're so stupid sometimes."

Back with Gwen, she was swinging through the city and seemingly looking for something. She kept swinging and landed on a rooftop as she looked around the city.

"Where are you?" Gwen whispered to herself as she looked around.

But as she was questioning it, she felt her senses go off and watched as several webbing balls came and attached to her feet. She then watched as Miles came landing on top of the air vent docks in his signature pose.

Gwen was surprised to see it was him and wasn't exactly thrilled. "Hey, it's Spy-D."

Miles was shocked when he heard that name and jumped up to his feet. "What?! Is that actually what people are calling me?"

"Well, it's either that or get confused with the other Spider-Man." Gwen shrugged and ripped her feet from the webbing. "What do I owe the pleasure of this visit?"

"I've been asked by the police to find you. Now..." Miles pulled out some handcuffs. "You're coming with me."

"Really?" Gwen asked and crossed her arms. "I've had the SCPD after me for months."

"None of them were trained by Spider-Man," Miles stated as he approached her. "Now are you gonna come quietly, or-"

Gwen didn't even give him a response as she just shot a web at his face. While he was blinded, she quickly leaped over his head and then kicked him from behind. Miles ended up slipping and even falling, but he managed to grab onto the side of the building.

"Well, it's been a fun experience, Spy-D. But I've got places to be." Gwen said as she shot out a web and swung away.

"I can't believe I fell for that!" Miles cried as he ripped the webbing off his mask. He then looked around and wonders where she was. "And great..."

Gwen kept swinging away as she was trying to get as far away from the hero as she could. She started to put that the police were getting tired of not catching her and decide to send in heavy artillery after her now. Now she not only had the police after her but also the Spider-Heroes of the city.

"So, what have you been up to?" Peter asks Harry, the two of them going for a stroll around the mansion. "Been a long time since you left."

"Ah, well, not really much. Just got sent to this boring boarding school. Not even many girls there." Harry replied with a shrug and a chuckle. "But what about you? I heard you and MJ are together now. When did that happen?"

"Oh, right." Peter had completely forgotten about the fact his best friend didn't know about his relationship. "Well, it's a little complicated. There was this whole thing with a madman known as the Dollmaker. He kidnapped MJ, and...then with the constant attacks, we just sort of realize how much we cared for one another."

"That's nice. I am a little embarrassed to admit, but I was kinda expecting it to happen." Harry confessed as he and Peter kept walking.

"What?" Peter was shocked to hear this as he walked ahead and spun to face his friend.

"Yeah, ever since that day she first talked to you," Harry admitted, recalling how they all met. "She had a thing for you even before that. Not romantically, of course, I just had a feeling."

Peter smiled and nodded his head. "It's great to have you back, man."

"I'm glad to finally be back," Harry told his friend.

Peter then got a text from Miles, telling him that they were going to need some backup and that this Spider wasn't going down without a fight. He should have figured that out, but he figured that Miles could have done better with his training. But he knows a certain someone who is a master of catching people.

Sara Lance was in the Arrow Cave watching the news as her dad was giving a Speech. "Thank you for coming. Five months ago, the city was under siege. And the SCPD rallied behind a man in a hood and the Spiders who have protected our streets from the likes of Martin Li. Well, I got into the new rank of Captain, and none of them got even got a thank you. But today, they do. Because today, the Starling City Police Department is formally recognizing these individuals: the Arrow, Spider-Man, Kid Arachnid, and Araña. And I'm using my position, with the assurance of Captain Watanabe, to distant the disband the anti-vigilante task force charged with capturing them. Now make no mistake, vigilantism will never be tolerated. But I refuse to hunt, in the name of this city, the heroes who saved it."

"In other news, the serial killer Cletus Kassidy, the Carnage Killer, his death sentence is set to be carried out later this month."

"Good on you, dad." Sara complimented as she turned off the tv and looked around.

Everyone else was still out at work and Sara was the boy who was in the cave. But then the door opened and she wondered who it was and noticed Peter making his way downward.

"How do you manage to slip into this place at your age?" Sara was curious to know.

"You kidding? I was trained to be capable of sneaking in here with my eyes closed." Peter scoffed and made his way over. "I might need your help with something."

"With what?" Sara was a little curious about what he would come to her about.

Peter then handed over the file Yuri handed to him. Sara took it and looked it over, shocked at this being the first heard of it. "Whoa."

"Yeah, seems Miles wasn't able to take her down." Peter was sorry to admit it. "This could either be from her experience and training or he underestimated her."

"So what do you need me to do?" Sara wonders and handed it back.

"We could use some outside help in capturing her," Peter explains what he needed her help with.

"Simple enough, you got a lead?" Sara wonders.

"Not really, she likes to hang around the city, no real patterns," Peter admitted he couldn't find a pattern.

"Maybe to the untrained eye." Sara already has spotted something Peter overlooked. "I recognized some of these places. There were a lot of the hired hands like to hang."

"Hired hands?" Peter was a little confused.

"You know, assassins, corrupt politicians, people like that," Sara explains and looked them over. "I might know her next stop."

Gwen was just leaving one of the air vents to one of the other locations and swinging away. She went a few blocks away and landed on top of a tall building.

"That's another location where he doesn't hang out." Gwen sighed as she thought of anywhere else. "There has to be someone in this city that knows where he is."

"Ooh, who are we looking for?" Peter called, causing Gwen to yip and look at him. He was hanging on the wall just above her and Gwen wasn't even sure how long he's been there. "Hi. Ghost-Spider, is it? I'm Spider-Man. Heard my accomplice went for the punch now, ask questions later approach."

"Spider-Man? Is everyone coming after me?" Gwen asks in annoyance. "The Arrow coming next?"

"Nah, he is way was a little too extreme," Peter said as he dropped off the wall and walked over to Gwen, who walked backward. Trying to stay away from him in case he tried anything. "What do you say we take a moment to just relax and talk?"

'That's one way to do things." Gwen said as she noticed someone in the darkness. "But..."

Gwen then shot out a web that then grabbed onto Miles before he could even react, then she shot another at Anya who was hiding in the darkness. She yanked the two and leaped into the air to smack them into one another. Peter didn't react as she then leaped off the building and revealed to have wings under her arms.

"Underarm wings?" Peter was a little curious about that idea and looked under his suit's arms. "That's something to look into."

"Uh, isn't she getting away?" Anya asks as she looked out to the field.

"That's what she thinks," Peter said as he crossed his arms.

Gwen was gliding through the city down the street from where the Spiders were. She knew her wings gave her an advantage in distance and speed. Except nothing could have prepared her for the Canary screech that came out of nowhere. She cried in agony as she grabbed her ears and cried in pain. She ended up falling and crashing into an alley where Sara was using her Candy cry to knock her out of the sky.

"Ghost-Spider." Sara greeted, dressed in her Black Canary attire. She then stopped the cry and walked over to the girl. "We need to talk."

Before Gwen could even think of escaping, she was stopped by Miles, Anya, and Peter all dropping around her to enclose Gwen in a trap. Gwen frantically looks around to try and find an escape route. But there seemed to be no escape this time with them all watching her.

"Now can we finally talk?" Peter asks her. Gwen seemed skeptical, something they could see even under the mask. "Look, we don't think you're guilty. We think there's something more."

"We do?" Miles was surprised to hear. "When did this happen?"

"The boy wasn't killed by a fist," Sara explains as she saw the report. "He was killed by a blunt force instrument. Except the coroner seemed to have put two and two together when they said you were at the scene."

"What happened?" Anya asks Gwen.

Gwen was supposed to see they were actually on her side and sighed. "Look, the kid...he was afraid of something. I heard the screams. I followed them to the warehouse, and...what I saw...was not pretty. But I saw another guy there. He wore a...a purple mask."

"A purple mask?" Miles asks in confusion.

Peter however wasn't as skeptical as his friend. "If what you're saying is true, it could mean that there's a killer still out there."

"Okay, but why kill the kid?" Anya wonders. "Did he learn something?"

"He recently moved from Central City, right?" Peter asks and looked to Gwen, who seemed to have not known that. "It's something to look into." He takes a small spider device out and handed it to Gwen, who was a little lost. "It's a communicator. If you find anything that can help prove your innocence, contact us. As of now, we're still going to be chasing you down."

"Deal." Gwen supposed as she took the contract and pocketed it. "So...do I just go?"

"We'll give you a ten-second head start." Peter dares her with a smile under the mask.

Gwen then ran down the alley and shot a web where she started to swing away. Peter knew that this needed to look convincing and nodded to his friends. Miles and Anya then ran off to chase after her, leaving Sara and Peter behind in the alley.

"Shouldn't you help?" Sara asks him.

"Nah, I've got a reputation. If I don't catch her, I'd have to answer for it eventually. Besides, that communicator works as a tracker if I need to." Peter then walked off and shot a web. "See you at the mansion."

"See ya, kid." Sara smiled and walked off.

Peter was starting to swing around the city to make his way home after the day. Reuniting with Harry, the training, and now there appears to be a serial killer on the loose. But as he was swinging away, his leg was suddenly webbed on, causing him to look in shock and he was yanked. He was then smashed into the roof of a building, leaving a small crater that he groaned after the fall.

"What...what happened?" Peter groaned as he looked down at his foot. When he saw what grabbed him, he noticed that it was a black version of his webbing. "What?"

Then there was a sudden shake that scares Peter as he turned to face what was happening.

"Peter Queen." The creature snarled.

"No..." Peter started to panic as he recognized the creature. "The Symbiote!"

He saw a gigantic figure that sports white markings as his eyes, a mouth filled with sharp fangs and shaped as a grin, and often shows a large, prehensile tongue. He has spikes coming out of his elbows, and legs, white claws on his hands and toes, and a white spider logo on his chest, with the logo's four legs on his shoulder and the other four on his lower torso.

"No...I killed you!" Peter cried as he crawled away from the creature. "I watched you incinerate."

"All but." The Symbiote mocked him. As he grabbed Peter by the throat. "But we came back for revenge."

"You ensnared another human being?" Peter was shocked to discover this.

The Symbiote then smashed Peter's head into the ceiling and rubbed it in. "Someone who willingly accepted us. And our mission is to destroy you and everyone you love!"

Peter started to groan and felt that his head was aching. His body was starting to burn. He didn't know what was going on, but it was becoming more and more painful.

"From now on, we're poison to Peter Queen and Spider-Man. We...are...VENOM!"

Peter let out a painful cry in agony.

Sara was just a few roofs over and was walking away to meet up with Laurel when she heard the cries of pain. She started to panic and knew that something was wrong and raced to find out what was going on.

"Peter? Peter!" Sara cried out as she kept running to find him. When she started to skid to a halt when she saw what was in front of her. She heard something making some noise and started to rise from the ground, revealing to have four hands coming out of its torso. "Oh, my god..."

Laurel was walking down the street, expecting to meet up with Sara on one of the rooftops when she heard what sounded like fighting on the roof. Then out of nowhere, she watched as Sara was flung from the rooftop and fell. Watching in shock and horror, Sara's limp body hit the ground and smacked into the garbage can before hitting the ground. She was bleeding out with four giant Fang-like sharp claws digging into her chest and hips.

As if that wasn't enough, then came next was the beaten and bruised body of Peter as he came rolling across the roof. He was wheezing and was bruised, his face looked like it was completely crushed, and his entire outfit was ripped to pieces as if it went through a shredder. His body was in just a similar bad shape with cuts and bite marks throughout his torso.

"No!" Laurel ran as she didn't know quite what she was supposed to do with the two of them.

Sara wasn't even breathing by the time Laurel reached her sister, but there wasn't anything that she could do for her. There wasn't even anything she could really do, but she needed to get the two of them out of this area. Peter kept wheezing when he managed to open his eyes where he looked and saw Venom standing there on the ledge of the building.