Hey everyone! Well since something happened today, I decided to just rest up for the remainder of the evening. All my classes today were cancelled, yay! God was trying to help me out here! Ha, well anyone happy new chapter everyone! Not going to say much so not to delay any further, but please enjoy! Thank you to all who are supporting this story; I'll probably have short, but still decent enough, chapters to 'Proxy' and 'Love the Way You Lie' up for this weekend so be stoked about that! I know I am, ha again enjoy and thank you everyone! :) Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Also, italics stand for flashbacks/dreams! Forgot to mention that in the previous chapters, sorry if that confused some people!


Kendall was running.

He was running through an immense darkness. He didn't know why he was running, or what he was heading for; everything was pitch black, nothing but swirling, moving shadows surrounding him.

He was in his Spider-Man suit though his mask was missing. His dirty blond hair was dark and sticking to his forehead thickly with sweat, heart pounding hard within his rib cage. His usually lively bottle green eyes were darker, closer to an oily olive tone and were dull with fatigue.

He had no idea where he was going or why he was here. All he did know, however, was that he had to keep going.

"AHHHH!"

Kendall's stomach dropped. That voice...!

"James!"

"AHHH! SOMEONE, HELP ME! AHHH, S-STOP IT! SOMEONE!"

"JAMES!" Kendall pushed hard off his feet and shot a string of web out into the darkness. Surprisingly it caught onto something and he swung through the air, feet out as if to deliver a twin kick assault.

He continued shooting threads of web and jumping, leaping off the walls trying to find James.

Yet when he did...the blond's dream became a nightmare. A venomous nightmare.

"JAMES!"

Said brunet was laying on the ground, on his back with his head tilted to the side. His eyes were wide and...hallow-looking, the light that made the soft hazel-green of his eyes stand out gone leaving them pitch black. His tall, muscular body was still and splashed with blood; almost every inch of warm, dark skin exposed by his blue shirt was colored a sickly crimson. His hair was darker than normal, from sweat and blood and his jaw was slack as if he had been killed mid-scream.

No...not killed, no!

"JAMES!" Kendall made to approach him but soon...the ground began to move; the solidity of it dissipated, first contorting into smoke then finally to a thick, sticky black goo. The goo soon formed a hand, followed by a sinister-looking face with large, white eyes and a mouth full of ghastly, sharp teeth.

It was the Symbiote.

It let out a high-pitched, feral shriek as it took in the wide-eyed blond, one of its hands landing on James' chest. The other boy wasn't breathing, just gaping up at Kendall with lifeless eyes.

"NO!"

"How does it feel? To know YOU killed him?!" Venom hissed, the pool of blood under James' corpse spreading farther and farther until Kendall's feet were submerged.

Kendall let out a scream as he tried to step out of the crimson lake threatening to take him under, until something started to take form on the surface. A reflection. It was a reflection of, a reflection of...

Of him, of him in the black Spider-Man suit.

The suit he had been wearing when he started using rage to better himself in fights, the suit that began to change him in ways he never expected nor wanted, the suit...that he had attacked James in.

The suit that he had managed to break free from after being under its influence for so long, only for said suit to try and take over James instead, to turn him against his best friend and become the villain Venom.

He was in the suit. He had killed James.

"K-Kendall..." Said blond looked up in horror as James' head jerked up as if on puppet strings and began to cry, only for Venom to run his claw-like hands through his heavily saturated hair.

"Oh don't cry, let's get even now shall we? Make him pay, make him pay! MAKE HIM PAY!"

"AHHH!" Soon James' once gentle, kind face became consumed by the thick, black goo. His thin, warm hands grew larger and claw-like, a larger and longer-legged spider symbol appearing at the center of his strong chest. A long, serpent tongue grazed those ghastly, sharp teeth as a long shriek left those shapeless lips.

"NOW SPIDER-MAN, STOP US IF YOU CAN!"

"NO, JAMES!"

-Page Break-

"Kendall! Kendall, Kendall can you hear me?! Kendall!" James skirted to a halt in front of an abandoned two-story house, the place old and broken to the seams from years of no care. It's clear it hasn't had anyone live in it for years.

But it was here, here was where he was getting the signal from the tracking system in Kendall's suit!

He was here, here and really hurt! The pang that James had felt earlier...it was practically screaming danger to him!

'Oh no, Kendall!'

James grabbed his bag and jumped off his motorcycle, not caring that it crashed to the concrete floor and was still running, slipping through the front door (it hanging weakly by its hinges like a broken tooth) and trying to adjust to the immense blackness surrounding him.

"Flashlight, f-flashlight." He mumbled under his breath, pulling it out and clicking it to life.

The building inside looked just as bad: broken electrical cords hanging like snakes from the ceiling, the remaining furniture coated in thick, fine coats of dust, mold growing along the walls and a huge, weathered hole in the second-floor carpeting.

"Kendall! Kendall, can you hear me?! Kendall!" James repeated over and over into his mouthpiece, but all he got back was static.

"Wait, I'm so stupid! T-the tracking system lets out a noise as I get closer! I just need to...!" James covered his mouth as he ran up the stairs.

The stairs led to an empty hallway, mold growing on the walls up here as well and the wooden roof baring a gaping hole. James struggled with a coughing fit as he carefully paced the unsafe environment, holding his flashlight high above his head as he kept his eye on his wrist-watch. In addition to it keeping time, it was the base of the tracking system in Kendall's suit.

"Come, come on...!" Suddenly his watch let out a loud noise, similar to a police cruiser's siren. A small smile touched the brunet's lips at this; Kendall was just ahead, in the bedroom to the far right!

"Kendall!" James threw all caution to the wind at this point. He jumped over the gaping hole (nearly falling through yet he had some cat-like reflexes himself) and wrestled with the fallen bedroom door for ten minutes before it was no longer blocking his way.

The bedroom was in shambles. All the furniture just ruined, shredded and in pieces while the curtains had been forcibly removed from the only window. The possibly dust-mite infested bed was missing its mattress, the wooden frame cracked in several places. Blood stains were thick in the carpet, James' face paling as they looked fresh.

'Oh God...'

-Page Break-

"Kendall!" James found Kendall's limp body in the desecrated bathroom, his legs over the edge of the tub while his blond head rested in a small pool of blood. His mask clinging to his soft, pale skin in tatters, lips and gums bloody while his broken wrist resting over his caved in stomach. The blue-and-red spandex was splashed in dried blood, the tracking system blinking a bright red and letting out the same noise.

His spidey healing factor had kicked in thankfully, because he wasn't bleeding anymore, cuts sealing themselves up, and his breathing was faint yet there. But he still needed medical attention and fast.

James' eyes were soon flooded with tears, he being careful as possible as he pulled the unconscious blond out of the tub. "K-Kendall, Kendy can you hear me? Come on buddy, come on answer me. Are you okay?" He choked out, pulling out a pair of jeans and a jacket out of his bag.

Even though he had to get Kendall out of here, he couldn't risk his friend's secret by dragging him in Spider-Man mode. Any minute now the reporters will come to try and snoop around for the latest scoop before the NYPD can chase them away.

That was not what they needed at the moment, at all.

James gently worked Kendall into a sitting position, first getting his arms through the jacket sleeves and then his long legs into the pair of light blue jeans. He pocketed the shorter boy's ruined mask and pulled his helmet over his head, packing everything else away. With his flashlight between his teeth, the brunet lifted Kendall into his arms and made for the exit, careful not to go about too hard so not to further irritate Kendall's injuries.

The brunet tried to keep his composure as he settled Kendall in front of him, take the thin motorcycle handles firmly in his hands as he kicked the ignition to life once more, using his body as a balance beam of sorts to prevent the unconscious blond from falling off the bike; James had taken off his jacket and draped over it Kendall's frail form. The last thing NYC's hero needed on his list of worries was a cold.

'But what happened? He never gets this trashed when dealing with baddies. H-his spidey sense would have ducked him out of trouble, but then why...? Unless, wait unless it didn't go off! But that's impossible! What baddie doesn't set off his spidey sense? This doesn't make any sense, but I-I can worry about that later! Right now, Kendy needs help! Hold on, h-hang with me now Kendy!'

-Page Break-

"NOW SPIDER-MAN, STOP US IF YOU CAN!"

"NO, JAMES!"

"WHAT'S THE MATTER?! ARE YOU SCARED?! IT'S JUST US, KENDALL! IT'S JUST US, MWAHAHAHAHAHAHA!"

"JAMES!"

"GAH!"

Kendall's bottle green eyes shot open and a sharp intake of breath rattled his rib cage. His vision was blurry for a few minutes, a bright light hitting him hard, before a familiar scent entered his nostrils: vanilla, and not the overstuffed sugar type of vanilla. A simple yet still sweet vanilla, warm and soft with its own glow.

James' bed sheets always smelled like vanilla. James claimed he used a scentless soap and softener when doing laundry, but nonetheless his clothes always smelled of vanilla to Kendall.

It was a comforting smell though; it meant he was safe. It meant he was home.

"Ugh...what?"

"K-Kendall...!" Said blond turned his head slightly as James appeared in the doorway, eyes wide with relief. He ran to Kendall's side, setting the cup of herbal tea he had been carrying down on the bedside table to take one of Kendall's hands with both of his.

Kendall gave himself a quick look-over before meeting the brunet's soft hazel-green eyes. He was all patched up, clean of blood and in his usual pajamas: a tank top and plaid bottoms. He was under the covers in James' large, soft bed and had a cool washcloth over his forehead; he must have felt very warm to James, as if burning with a fever.

But other than those minor details, he was okay.

"How are you feeling?" James' voice broke him free from his train of thought, he mustering a small smile for the brunet.

"Like I got run over by a train. Ugh, but I'm okay really; my healing factor kicked in before I could really bleed to death."

"Oh God, when I saw you I-I...I was afraid the worst had happened. Kendy, who attacked you? The robbers, was it them?"

"N-no, I managed to take them down and was on my way back when...out of nowhere I was attacked. I-I couldn't see who they were, but there was five total. The attacks came from all directions and what freaked me out the most was that my s-spidey sense wasn't tingling. It didn't go off; I had no idea I was going to get jumped until...well until it happened." Kendall explained with a grimace, James' eyes growing wide at this.

"So what I was thinking was on the dot, y-your spidey sense didn't go off but that's impossible! No baddie we've faced so far, big and small, have been able to do that. And you said you couldn't see them, right? None of the gangs in that area are making trouble, you've taught them a lesson and they've kept quiet as far as we know...I don't understand, what the heck is going on?"

"James, Jamie don't worry yourself over this. All that matters is that I stopped the robbers and nobody got hurt. I did what I had to do, it's okay." Kendall began but the brunet shot him a mild glare in return.

"It's not okay, Kendall! You could have been killed, how I found you scared the hell out of me! I felt something was wrong and when the tracking system went off, oh God no! I thought...I-I thought...!" James soon trailed off as his tears finally broke free, letting go of Kendall's hand to shield his face.

Kendall soon felt a boulder of guilt settle in his stomach. He was being insensitive right now.

James didn't particularly care if his life was in danger or not on a regular basis, but when it came to Kendall his overprotective streak would show itself. The brunet knew the risks the blond was exposed to as Spider-Man yet this was the first time James had broken down after a baddie round-up gone bad. His attackers must have really left him banged up, left for dead if James was reacting this way.

'If the roles were reversed, I...I'd be freaking out too. If I looked as bad as he's described, then he must have thought I was dead.'

"Oh, Jamie..." Kendall forced himself to sit up and reached out to carefully pry the taller boy's hands away from his face. He frowned when he saw tear tracks glistening against James' soft, dark skin followed by his beautiful eyes red-rimmed and puffy.

'Oh great work Kendall, you made James break down. Nice one, asshole.' Kendall berated himself as he cupped the side of James' face, wiping his tears with the end of his thumb; the brunet didn't pull away, only tangling his fingers with the ones against his cheek as he met Kendall's deep green eyes.

"James, James I'm sorry. I was being insensitive; sometimes I forget that you...that you have to deal with just as much stress as I do in this gig. I'm the muscle but you're the brains behind what is Spider-Man, and you're also my best friend in the whole wide world. If I were to lose you...I'd stop being Spider-Man. I'd quit this hero gig for good because I couldn't protect the one person I care about; I care more about your well-being than about being a superhero. The one person I care about more than anything else in this world; you didn't try to kick me out when I got into that accident at Oscorp, you didn't brand me as a freak or whatever. You're not just my partner: you're my best friend, the one who keeps me grounded and sane from all the crazy shit I have to deal with on a regular basis!

James let out a chuckle at this, Kendall smiling at the music to his ears while reaching out with his free hand to take the cup of herbal tea from the bedside table, holding it up to the taller boy's lips.

"I'm sorry. I'm going to stay home from school tomorrow; I'll stay in and get some rest, you can check up on me between classes and before work but I promise to sit tomorrow out. No stressing over school or Spider-Man duties, just staying here to sleep this mess off. You can even hide my suit, I won't try to push myself."

"Something is bothering you, though. I know you; what's on your mind?" James pointed out, ignoring the steaming cup in front of his face to stare pointedly at the blond.

Kendall wanted to tell James about the dream, no nightmare, he had been having before waking up in the shadow of a cold sweat but decided against it at the last minute. The last thing he wanted was to add Venom nightmares to James' list of worries.

"Nothing, just tired is all."

"I don't believe you, but fine. You can tell me later; right now, you need to rest so drink this. Herbal tea is famous for relaxing the mind and muscles, you'll be out like a light in no time. I'll sleep on the couch tonight, but I'm leaving the door open so if you need something just let me know. You shouldn't move right now."

"Okay, and...James?" Kendall said, the brunet about to get up for some extra blankets for his bed-ridden friend when his name was voiced.

"Hmmm?" He turned back to the blond with a patiently awaiting expression on his face, eyes not longer hard as gemstones.

"I...I owe you one, big time."

"Kendy, you owe me millions not just one." James said with a cheeky smile, yet he blushed when Kendall stroked his face in a soft, loving manner.

"I know, I know but you have no idea...just how much you mean to me. And thanks, for always being there for me. Even when...I was being an asshole before."

James didn't have to ask what Kendall was talking about.

"Don't think about it, it's in the past now. Just get some rest, okay? I'll see you in the morning..." James whispered, gently detangling himself from the blond's arms and tucking the soft, creme-colored sheets under his chin.

"Okay, okay..." Kendall said, smiling when James ran a hand through his messy hair before getting up and leaving the room, turning off the lights.

"Goodnight, Spidey." James whispered before disappearing from sight, Kendall ignoring the herbal tea completely as he turned on his side and hugged a pillow close to his chest.

"Night, Jamie."

Yet even when Kendall tried to force the nightmare out of his head, he felt his skin crawl when he noticed that James' shadow greatly resembled Venom's form.

It was just his mind playing tricks on him again, it was only that but...

'Oh God, if he's back...if he's back I'll need to do everything I can to make sure he doesn't come near James again. Not again...'