Hello everyone! There's no classes today, well except the evening ones but I don't have any evening classes thank God, and I did manage to write three pages of a six-page paper due next Tuesday so I'm doing good so far! I should have it done and submitted to my professor by tomorrow morning; that means only ONE project left to tackle with! So I'm going to relax for now and write a new chapter of 'Under the Mask' since the others have been updated as well. I want to keep the dates of the stories' updates close together, makes it easier to remember which one to update next time around! I have to say, I'm really surprised this story is getting so much positive feedback! It's not the first time I attempt a Spider-Man!Kendall story, but it's the first time I'm ready to go through with it all the way! I'm doing my research on Venom as much as possible; even though I'm a die-hard fan of Spider-Man my knowledge on his archenemies is a little weathered down, but so far I'm on the ball with that! And I'm SO STOKED for the new Spider-Man movie coming out this Friday! I'm hoping to see it with my sister, mom and step-dad this weekend. It would be a nice break from all the papers and research projects and inventive projects I've had to do non-stop as of late! So stoked and ready to go Spidey! Oh, sorry about that! Was rambling again, but thank you again to everyone giving this story a chance and I hope you enjoy this next chapter! Again, I'm not sure if it will be just a two-part or three but I can assure you last chapter was just the beginning! Jett is getting close to James, the Symbiote made an actual appearance for the first time and Kendall is out of the game. That can only spell bad news. Still, sit back and enjoy the ride! Thanks for the reviews everyone, totally appreciate and it helps a lot getting input and suggestions! I want to make this story as amazing (haha, see what I did there?) as possible! Thanks again and once more, enjoy! :) 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! And shout-out to James for such a great performance on DWTS last night! Totally blew my mind, and it was so cute that the rest of the guys, Mama Schmidt, Papa Maslow, Alexa and Mama Henderson were there too! So much support from the rest of the cast, great job my sweet little superstar! :)

James was on edge.

James was on edge. Sure he was able to seem normal on the outside, sitting next to Jett in English and getting the work Mr. Nicholas assigned for the period done. He was able to seem normal in the notes he and Gwen passed around to each other, she and Peter concerned as to why the most narcissistic boy at their school was sitting with their friend. He was able to seem normal in the quick, one-word responses he gave Jett for every question he asked; he didn't answer any questions concerning Kendall though, that information was for friends only.

Jett, if anything, was everything but a friend.

Yet he was still on edge, he was uneasy inside.

He was still freaked out over this morning in the hallway. He knew he put his "Venom" notebook away in his backpack, all zipped up nice and tight for no one to touch. It made no sense how Jett was able to get his hands on it without tackling the brunet to the ground and snatching his bag away. That was the only way he would have gotten it: physical contact.

The fact that he didn't have to even brush shoulders with James to get his notebook...that was creepy in itself.

James snuck small glances at the blond as they worked, Jett having a deeply bored expression on his face. His soft hazel-green eyes turned a fiery golden-red behind his glasses, hand not writing away tense under the table.

'Just how did he do that? It's makes no LOGICAL sense, I didn't feel his hand going down my bag...so how? It's impossible, impossible!' James flinched at his train of thought. It was repetition; the same thing, over and over but nothing helpful resulted from it.

He hated when he suffered repetitive thoughts. To him, they hindered his ability to solve problems at his usual five-minute rate. Repetitive thoughts with no positive result also made him panic. Panic because the solution he's trying to piece together isn't coming to him in workable, simple chunks.

If this was just another math problem in class, he wouldn't put so much emphasis on finding the solution. But it wasn't just another math problem in class, or math problem in general. This was serious, very serious because if his assumptions were heading in the right direction...

'Then Jett is hiding something. I can only think of one thing that move on its own and alter anything it touches...' James swallowed hard as images of a long, serpent-like tongue and ghastly sharp teeth flashed before his eyes, the small buzzing in his ear of that insane laughter making his skin crawl.

'Oh God...is it really...?'

-Page Break-

Gwen's bright blue eyes narrowed as she noticed the slight changes in James' body language: his shoulders grew stiff and his eyes changed from their usual deep hazel-green to a fiery golden-red.

"Something's bothering James." Peter whispered to her, not blind to the distraught state the brunet was trying yet failing to hide. They weren't Kendall and James' best friends just for show.

"I know, I see it too. I didn't see Jett's lips moving so he probably didn't say anything to him, but something is definitely bothering James." She whispered back, chewing on her lower lip.

Peter tapped the eraser of his lead pencil against the smooth table top in thought, when his own light blue eyes lit up. "And I think I have a way to snoop for the reason." He said before he suddenly dropped his pencil to the floor.

"What are you doing?" Gwen asked, though her boyfriend just gave her a grin as if to say, "Just watch".

His pencil rolled across the plastic floor before it came to a sudden halt at one of the legs of James' chair, the sudden jolt making the boy jump. Even though he didn't have super-sensitive spidey senses like Kendall, being around that for a long time has definitely made him more alert of his surroundings. He looked down to see Peter on his knees, picking up his pencil...at a rather sluggish rate.

"Pete?"

"Jay, what's wrong?" Peter whispered, hoping that Jett couldn't hear them through the ear buds he had put in before class started. Mr. Nicholas was too busy grading papers at his desk to notice two of his star students bickering to each other.

"What, Pete what do you mean?"

"I mean that something's up, James me and Gwen know you: when you tense up and your eyes change colors it's because something's bugging you. You seemed odd earlier too, when we left you at your locker. Did Jett do something to you, or did he say something?"

James bit his lower lip and shook his head, that guilty feeling from before now like a boulder crushing his ribs. He really hated lying to Gwen and Peter, but what else could he do?

He couldn't tell them about the Symbiote or that Kendall was out of school due to getting badly beaten while out on Spider-Man duty.

No, no he couldn't tell them that. Especially if he believed Jett was Venom's current host.

Sitting next to the enemy, wow and at first James thought his life would never take such a cinematic feel...

"I'm fine Pete, just tired is all. I couldn't sleep all that well last night, I was worrying over Kendall a lot." Well that wasn't a complete lie, James swore he lost some hair driving himself crazy over the superhuman blond's health the other night. Even though the spidey healing factor kicked in and Kendall slept through the night, James couldn't help but feel the urge to cry at remembering just how bloody and broken the blond had been when he found him.

Peter saw the faint tears in James' eyes though, that proving the suspicion right that something was wrong. "Jay, you look like you're about to cry. Tell me please, me and Gwen are worried."

"I'm okay, Pete. I'm just worried about Kendall okay, I don't like the idea of leaving him alone when he's recovering from a fall like that. I-I just...just need to be given some space to think. Please, I need that..." James replied, not realizing that was what would possibly lead to his downfall.

Peter gave his friend a grim look before sighing and heading back to his seat, James fighting back the urge to rest his head down on the table and let his growing headache knock him unconscious.

"What did he tell you?" Gwen whispered to Peter when he was back at her side, though the blue-eyed brunet shook his head.

"Nothing."

-Page Break-

On the outside Jett looked calm, bored and disengaged from the rest of the world. He was done with the work so now he was just listening to music, waiting for the class to be over.

Yet on the inside he was smirking, smirking a cruel smirk.

Why? Why was he was smirking?

...It was because of the small string of thick, sticky black goo clinging to the bottom of the unsuspecting Peter's shoe. It was stuck to the bottom of his shoe, yet it soon split in half and that half scurried into Gwen's backpack.

Three chunks of the Venom Symbiote loose: one on James, one on Peter and the last with Gwen.

'Hahaha, James you're such easy prey...'