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There was an unease as I crept through my bedroom window, and that was nothing strange. All the deception and sneaking around wore on me. I was always afraid Aunt May might spot me one day, changing out from my costume, or spot it tucked away in my backpack. The fear felt normal. But I was tired, and somehow, despite what I'd seen that night, I didn't have any trouble falling asleep.

I jolted awake at two in the morning, panting, my heart beating in a panic in my ears. What had I dreamed? I can't remember, I couldn't remember even then. I stared at the ceiling, instantly alert. The electric buzz of my spider-sense was present, dimly, like background noise. Sometimes it flicked off. Like its wiring, my wiring, was fraying. Shadows from trees, street lamps, furniture and junk in my room mingled across the night walls of my room. They became unmoving, sleek shapes hovering above, in wait. Sometimes they moved, cutting slowly and powerfully through the empty space of the ceiling and walls like ancient creatures. I had to say it out loud to believe myself.

"Just the fear toxin." My whisper was dry, my mouth a desert. But I didn't want to get up and get a drink; I didn't want to know what I'd see. Certainly it'd be better if I slept it off. But this time it was a lot harder to get to sleep, even to close my eyes. My spider-sense was on the fritz, attacking me randomly now, sometimes pausing for several minutes, sometimes sending electric shocks down my spine as if I were being attacked. And the shadows were moving regularly now, hovering above and around the bed, like vultures circling.

I don't remember sleeping, but I remember waking.

The sound of a gun jolted me out of bed. It was not a distant echo. Was it near? I couldn't tell. The sound was crawling slowly into mere memory, and I could not analyse it. I stood in my pyjamas, alone in my room. The shadows on the wall were behaving normally again. Everything seemed returned to its natural state. Except, of course, for the sound. It hadn't been accompanied by a scream... but I waited for a second shot. Or a yell of anger. Or the sound of a neighbour playing a movie way too loudly.

Nothing. Not a sound followed it – not a mangled echo, not even my hallucinations there to give me any information. I knew nothing, and it terrified me. I needed more information to process the gunshot, to reason with it. I needed something... All the really brainy people you know, all the geeks like me, we're afraid of being left in the dark. Truly, truly afraid.

My heart was in my throat, my hands clutching at nothing. I had to see. I had to make sure things were OK. I put my hand on the doorknob and turned.

Two sharks lay dying, flopping in puddles on the carpet of the narrow hallway. The ceiling stretched up about six meters too high, into absolute darkness – but from the sound of it, the space above was littered with tiny creatures. Bats, I supposed. I knew this was the toxin at work. The sharks were from a tank of Norman Osborn's, one which had shattered months ago when I fought him. The bats... well, I didn't have to wonder about that.

I stepped along the hallway, the skittering noises from above growing louder. I was careful to be quiet, but I felt as if I were walking on a windowpane, and that the slightest misstep could shatter it, sending me falling through a sea of glass knives. The stairs seemed longer and far steeper than they should be; Aunt May wasn't exactly frail, but I wondered how she possibly went up and down these with no problem. I stepped down. My foot hit a stair several inches above where my eyes saw it. I fell, rolling down the steps, each one feeling like a lead pipe to the ribs.

The sound was so colossal, it overshadowed everything. But I finally landed on the floor of the kitchen, groaning in pain, squinting in the light.

The light? Why was the kitchen light on? Perhaps –

Hang on.

In my fall, the sound had washed out the excited squeaking, but now I could hear it growing closer. They weren't bats up there... Thousands of tiny legs, tiny pincers, clicking, racing down from the ceiling to me. I saw them. Spiders. In a solid black mass, distinguishable as animal only at the edges. They descended on me from the walls, spreading like black paint down the floor and onto me as I lay on my side. And gathering like a negative-space chalk outline, they stopped as a unit, an inch away.

Not spiders. I could see, now... I could see them, an eyelash away. They were creatures of black animated ooze. Their segmented bodies gleamed, each section unnaturally spherical and free of imperfections. Their pincers were rounded and bubbling, each leg ending in a droplet... Not spiders. But Venom. Symbiote. I tried to tell myself it was all the toxin – all the toxin – but how could I be sure? And what had the gunshot been?

I tensed, as one leg reached out to touch me. I could not move a muscle but to twitch. I wondered, growing hot with my efforts of movement, if I had somehow damaged my spine in the fall. The symbiote-spider's leg with the rounded tip outstretched slowly, warping and splitting into hairlike tentacles – they webbed over my motionless, open eye.

For a moment, all was still. I could hear the kitchen clock. Then I could see nothing from my right eye, as the symbiote creature blacked it out completely. But with the left, I saw the tiny spiders become one in an instant – like molten metal drawn by a magnet – drawn in by the one that had touched me. I was drowning in them now, even as they became icy liquid, I breathed them in. I was blinded. The blackness was unending. But I dreaded it peeling away, I dreaded the return of my sight all the more... who knew what I would do... If I could even control it...

The blackness stretched like a membrane, thinning and tearing until I could see the world through a grey film. The light in the kitchen was out. I could sit up. I was very sore from my tumble down the stairs, but I could move. I looked at my hands, and at once wished I hadn't.

The fanged flesh, the shapeless appendages of Venom ready for the kill twisted all over my body, giving me more limbs than I knew could exist, covering every inch of me with a cold as if my clothing were soaked in ice-water. I knelt on the floor of the kitchen and covered my eyes, shaking, the vibrations rippling the symbiote. I didn't want to see. I wanted to run, but if I ran, I knew something worse waited for me. Electric shocks shot down my back continually. And all I could force myself to do was close my eyes and step – slowly as the timidest, most frightened creature in the world – up the stairs, relying on where I remembered them to be.

The stairs ended. I was walking on the panes of glass again – I felt them cracking –

"Peter?"

Aunt May. No! She couldn't see me like this! I was frozen to the spot – if I moved, the floor would–

She was already out in the hallway, looking half-asleep. "It's four in the morning, Peter... what are you doing?"

She was staring at me, a horrible, inhuman mass of twisted black bands of flesh, with a cross look. Not the horror and shock that should have been there. I couldn't take control of my lips, my voice – and when I did, I was certain it would be a monstrous grating garble –

"... I... didn't you hear that?"

Sure enough it was the voice of the symbiote echoing over mine. And Aunt May didn't seem to notice.

"I heard what sounded like an elephant going downstairs. What's going on?"

I looked at my hand, to make sure, and was greeted with the sight of a ropey tentacle covered in wickedly curved, thornlike fangs.

I looked at Aunt May's face, which was tired, lined, and staring right at me. She gave no reaction. I saw a cold glint in her eye, for a moment, like a snake... Was that the toxin, too?

"I thought I heard a shot..." I sounded childlike under that dark echo in my ears, stupid. But I'd heard it.

May's face softened. "I would have heard it, Peter... go back to bed."

My steps were so slow, so timid – I was giving myself space for the twisted black monster I saw and felt, not the teenage boy she must have been observing. "Peter," she said – putting a hand straight through the icy symbiote and onto my shoulder. I shivered. "Are you okay?"

"Great, Aunt May. Doing fine." I whispered dumbly.

"Peter, you're in cold sweats! Have you caught that flu that's going around?"

My heart pounded in my ears.

"That must be it..."

"Get some rest. But I don't think I can let you go to school like this."

Somehow I escaped back into my room... but the victory could not feel like one, when I could not tell what was real or imagined, if I had actually spoken to her at all... I did not sleep after that. I remember Aunt May coming in and pressing her hand to my forehead, sometime after my brain had forgotten I was supposed to be covered in symbiote. I believe at the time that I thought there were cameras at my windows, implanted horribly into the eyes of crows... I don't even know if the crows were there.Aunt May made some sort of critical remark... I can't remember exactly. But I was left alone.

The good bit was I didn't have to go to school – because seriously, that's the last thing I needed.

The bad bit... Well, I think you've figured out most of it. The toxin was wreaking havoc with my mind, and I had no idea how long it was going to last. Waiting it out was not an option. My instincts, any human's instinct when wracked with terrifying hallucinations, would not allow for it. Sometimes I could keep on top of it, and get a distance... but it interacted with my brain chemistry in terrible ways. I swear, it practically began learning what would scare me into a quivering puddle of jello. The bats hadn't done it, so they became spiders. A whole rush of spiders? Major creepsville. But don't get me wrong; I've never had anything against spiders, exactly... so bam, they're not exactly spiders anymore. This Crane guy must be a chemical genius. Like Norman Osborn.

But if I couldn't wait it out, what to do? Well, that was obvious. I had to find someone who'd had experience with this, at least to tell me how long it would last. I needed, again, to find the Batman.

And bringing my camera this time wouldn't be a bad idea, either.

I didn't want to make the search in the state I was in, even though the attack was ebbing. So I did what anyone would do if they were sick; I drank plenty of fluids. It's almost always a good idea, as it would theoretically help to rush the toxin out of my system. It's not easy to drink anything, though when everything you can taste either puts the metallic tang of blood in your mouth or tastes rotten.

(In retrospect, the milk may just have gone bad.)

I felt almost normal by the time I pulled on my costume. As normal as a guy can get wearing tights and a fanny pack (A fanny pack! God! But I didn't want the camera swinging around and getting damaged.) My spider-sense wasn't buzzing, and though things looked a little warped, it was more like I was in a Tim Burton film than anything actually scary. I hoped that my journey would be a pointless one – that by the time I found the Batman and asked him about shaking the toxin off, I would have already done it.

Have I mentioned I have terrible luck? I should stop hoping things.

I perched on the side of a skyscraper, surveying the area. It was when I caught the blinding gleam of the sun off of the empire state building that I realized my first mistake.

It wasn't that I knew much about Batman. I didn't really read the papers when they mentioned him, though I glanced over the photos. But I had no memory of any photograph of him that looked like it was taken during the day.

There's a lot of reasons for that, of course – the guy probably led a double life, like me. But that cut down my chances of meeting him before dusk considerably.

I realized my second mistake moments later. What was it? Well, I was perched several hundred yards up a skyscraper, with a mind-altering toxin in my system which was constantly seeking out my deepest fears.

My fingers began to slide. I'd chosen a window with an empty office as my perch, but as I slowly slid down the glass, I was pretty sure my feet could be seen in the office below. That would have been an annoyance, a concern, if I weren't convinced that any minute I was going to fall. And worse, I knew I had to let go with one hand to secure myself with webs.

I didn't have time to wonder whether I was losing my grip at all. Because if there were the remotest chance I were, I was not going to wait out this hallucination. It would kill me.

I moved fast – I flung web up to the roof. Web-shooters still working. Good. I could just climb like a normal person with the strand, it was sticky enough that I could maintain my grip. Even shaking, I could do it. But the effort was enormous. My feet slid constantly from the glass. And I kept looking down...

Looking down from a height isn't a big problem, when you know you've got webs, strength, and the ability to stick to walls on your side. I've taken falls, but I've always been able to catch myself in time.
When you don't necessarily have those things, though, and you see the world a mile below, and feel gravity tugging and begging you just to let go... You know why they say it. Don't look down.

I made it to the roof, past what must have been dozens of gawking interns inside. I collapsed atop it, panting. I was still sore from my fall down the stairs, let alone this added exertion. Then I heard the shot.

The shout of pain.

I was swinging before I knew it, flying through the air, operating on instinct. How could I have heard a scream from all the way up there? Didn't matter. Didn't matter.

The streets filled with blood. Didn't matter. Had to get there. Go. Move. I knew. I knew, somehow, where I had to go. Faster. I whizzed by vendors. I shot past the building which housed Fisk industries. No time. No time.

I knew. And yet I didn'tknow where I was going. Not consciously. I was a passive rider in my own body.

And there I was. And I was too late. I'd always been too late. Even in my dreams, I was too late.

I knew this place well. A sidewalk, poised three blocks from the fighting rink where I'd made my debut. In front of the alley, with a gift shop on one side, a chinese restaurant on the other. It was the last place I'd ever seen Uncle Ben.

Every time I saw this spot, some idiot child inside me thought, somehow, he'd be there. Waiting for me.

There were some pedestrians headed my way, with glinting smiles and narrowed eyes, holding their jackets and purses in a way that convinced me each concealed a weapon. A woman pointed at me, grinning. I ducked into the alleyway, panting. Again unbidden tears threatened, a lump in my throat, my heart still going a mile a minute.

"Didn't expect to see you so soon."

I leapt. Ten feet into the air onto the side of a fire escape, perched on its vertical side. Huh. I guess I did still have my powers.

I narrowed my eyes at the Batman, who stood perched in the shadows of the alley architecture. "You sure hang around in alleyways a lot, don't you?"

"Hm. You could say they hold great importance." I swear he paused there, as if he'd meant to say 'to me', but changed it – "To the criminal underworld. And I think I've just found a place that holds great importance for you."

Chapter worked out a little different than I'd anticipated. You can tell I really like writing the hallucination scenes. I swear, my own personal phobia might have leaked into this one a bit much. (It's not spiders.) I also came SO CLOSE to accidentally quoting K.A. Applegate during the beginning of the hallucinations here, because nobody freaks me out like she does. If you want a game, try guessing what it is that freaks me out so much. =D