Yolo! How is everyone?! Well I'm good, I hope my lovely, wonderful readers are too! You know, I felt terrible about the short chapters I've been putting up for my stories, so as I did for 'Proxy' today I will write a more detailed chapter for 'Under the Mask'! Yay, finally I must say! I found myself battling writer's block as of late, apart from papers for finals, but then BAM! Music saved me again, 'Bad Romance' for 'Proxy' and 'My Enemy' from 'The Amazing Spider-Man 2' soundtrack! In case you're wondering which song is that, it's the theme song for Electro (not a spoiler, you can hear it play in the trailers!) and wow! It's beautiful! I was playing it just like a few minutes ago and it inspired me for more 'Under the Mask' action! Electro may not be in my story but he does help, a lot so thanks Electro! Thank you also to the composers; the song fits Electro as a villain before and after becoming Electro! If you haven't seen the new Spidey movie, totally recommend it! It was AMAZING! Especially the soundtrack! Well now that my ramble is over (haha), here is the new chapter! Thank you everyone for the support and kind reviews, I was happy to see the reaction I got from last chapter! Now Peter and James are Venoms 3 and 2, just how will Kendall handle this? How will he handle this ultimate challenge (get it, ultimate? You know, from the Ultimate Spider-Man cartoon?) and just what will the four Venoms do try draw our hero out? Read and find out! Again thank you everyone and 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! Some Kendall angst in this!


"Kendall..." Dr. Conners choked out as he stepped back to let the shaky blond cross the threshold into his house.

The boy looked terrible. The bruises littering his frail body were no longer bleeding, thanks to his feeling factor saving his ass back in the subway tunnel. There was dried blood on his clothes and his jeans were torn along with his jacket; he had put up quite a fight clawing himself free of the fallen debris and making a clear getaway among the screaming survivors and scrambling police. He was almost identified by a little girl and her mother, though he managed to get lost in the throngs of chaos before anyone could stop him and start the normal questioning.

The last thing he needed was for his face to be on T.V. and splashed on the papers' front page.

"D-Doc...The Symbiote is back. It's back a-and it took James and Peter. It has James and Peter now, a-along with Gwen." Kendall stuttered the words out, a shiver passing through him.

Dr. Conners managed to grab a blanket for the boy to wrap himself in plus fixing him a glass of water from the kitchen. He led Kendall to take a seat on the living room couch and worked the glass into his left hand, sitting across from him with a intense look in his usually light, friendly eyes.

"Tell me what happened, Kendall." He said softly, to not further traumatize the boy. Kendall took a large gulp of water before talking again, wiping his mouth with the back of his hand.

"We...we were on our way over here, t-to talk to you about the Symbiote. It's back, it took my classmate Jett as its new host. I don't know why it chose him, probably because Jett and I aren't really friends is what I'm guessing, but it's taken him as its host and now...n-now James, Peter, and Gwen are Venoms too. Jett and Gwen attacked us while in the subway, causing a major uproar.

"Yes, yes I was just hearing about that in the news when you arrived. They didn't give much detail though, so I'm assuming they haven't quite cleaned the place up yet."

"No, they haven't. We were trying to avoid being seen; we reckoned that they would be p-patrolling the city for us, so taking the subway was our best bet. Going underground seemed safer than walking the streets. Well, we thought that would be the case...but apparently they were keeping a tighter watch on us then we thought. S-sir, I think you know by now why James and I are so involved in this Symbiote mess...

"Yes, you're Spider-Man. I suspected that the moment you and James brought me the Symbiote, Kendall. And it wasn't hard to look at the thing's...more human-like form and see that it was almost exact copy of Spider-Man himself, just with a few undesirable tweaks here and there." Dr. Conners replied with a faint smile, eyes going dark behind his thick, whole-rimmed black glasses. Kendall swallowed hard and nodded, struggling to get his breathing to even out.

"Yes, I'm Spider-Man. After fighting Venom and freeing James of it the first time, we thought it would be a good idea to get you to look at it so we can finally destroy it. It's nearly ruined our lives, Dr. Conners. Not just me and James, but P-Peter and Gwen. They're in danger; I'm afraid that if the Symbiote has learned how to duplicate itself and such, that it has learned to permanently attach itself to a host as well.

"It could have; if it's had to do so much to survive on its own, I wouldn't be surprised if it has found a way to become one with its host once and for all. That being said, however, it's possible that can just be an idea." Kendall was now confused at this, eyes on the brilliant man as he rose and began to pace the room.

"What do you mean, sir?"

"It could be that it hasn't reached that level of development, Kendall. If it has, then it wouldn't need to create duplicates of itself and have further hosts; it would have been satisfied with Jett alone if it knew how to permanently fuse itself with him."

"So there's a chance that I can still save James, Peter, Gwen and Jett?"

"Yes, I'm assuming so. I don't have a sample of the Symbiote though, which hinders the process of figuring this mess out." At this Kendall sat up straighter, and began to dig through Peter's backpack. He managed to snatch it before escaping the subway tunnel.

"Sir, Peter managed to catch the sample that had hitched a ride on him the other day. Jett did the same with Gwen, but it didn't manage to get to Peter. I think James got tracked too though so far we haven't found anything in our apartment." He said, handing over the mason jar to Dr. Conners.

The blond-haired scientist took the jar with a mixed expression of awe and horror. Awe that such a specimen existed, yet horror towards what it could to an individual's body and mind.

A parasite, that was what it was. A creature that acted like a tick or tapeworm; it needed a host in order to live, and once that host is drained...it just moved on to the next one. Yet this parasite in particular did have an unhealthy fondness of the young boy in front of him.

"Incredible...Kendall, I will need time to pull up my research on this and do tests. Maybe some equipment at Oscorp can speed up the process."

"Sir, here's something else that can help..." Kendall trailed off as he pulled out James' "Venom" notebook and also handed it to Dr. Conners.

"James has dedicated that notebook to everything Venom. Everything you will need to refer to and built further research on is in that book; James poured his mind into that, just as much as he poured his mind into helping me keep the city safe..." Dr. Conners accepted the book with an eager-to-help air, yet his facial features contorted into a look of sadness when he noticed the usual gleam in Kendall's bottle green eyes dim a bit.

"James will be saved, Kendall. So will Gwen, Peter and Jett; though I know you and Jett are not...exactly friends, you have your heart in the right place and know you have to save him too."

"D-Doc...when I saw James and Peter being t-taken over by Venom, I...I-I felt as if my world was starting to crumble all around me. I chose to be Spider-Man to help people, I chose this life so I could make a difference in others' lives and give them hope. Give them hope that everything can get better, that there's always something to hope for in life even if it's just another day alive. That's why I became Spider-Man; the thing is, though...is that Spider-Man isn't just one person. It's two: James and me, me and James. It's the two of us that make Spider-Man. He may do all the tech work in the background, but without his help and support I wouldn't BE Spider-Man.

Tears began to escape Kendall's eyes, a choking sensation entering his torso. "J-James...he was possessed by Venom before. After he helped me get it off, i-it tried attaching itself to him. It didn't last very long, but I swear those two weeks...those two long, agonizing weeks of him being gone, of Venom forcing him to be a criminal and fight me, it torn me apart! I thought I lost my best friend, my partner, my teammate and the LOVE of my life! I swore to protect the citizens of New York City, yet I couldn't protect the only person at the time who knew I was Spider-Man?! I felt like a f-failure, and from there I've always had this fear that it could happen again! I was already an asshole to James when the Symbiote fused with my suit, but adding my failure as a hero to that too?! I hated it, I hated it all!

"And now James is Venom again! Peter, Gwen, my best friends are part of this! I never wanted this to happen, for them to get involved in my Spider-Man business! I wanted to protect them, the three of them, with everything I have and I couldn't! And now...a-and now they're being turned into monsters. That's why I need to find them, we need to figure out their next target before the Venom army gets any bigger! Four is a pain enough, but if they get a hold on the rest of the city...!

Dr. Conners soon sat beside the panicking boy and put an arm around his shoulders, trying his best to comfort the distraught hero while Kendall hid his face in his hands.

"Kendall, calm down. Everything will be alright, I will do my best to get all the information you need to save the others but you have to calm down. Calm down boy, everything will be okay. You'll see...I promise to do all I can to help fix this mess for good."

Now Kendall knew why James admired Dr. Conners so much. Not only was he a brilliant scientist, but he knew how to be a father figure for a struggling youth too. Unlike James' biological father Michael, Dr. Conners knew HOW to be a loving father.

And right now, he was being the father that Kendall never had. Yet even the soothing words and comfort couldn't ease the anger, pain and and overall desperation that was eating at him from the inside out...

-Page Break-

"So what's the plan, if we want to draw out the spider then we'll need bait." She-Venom hissed, eyeing Jett with a bloodthirsty look in her large, white slits for eyes.

Venom number three (Peter) crossed his arms and eyed Jett as well, large ghastly teeth glistening in the light of the sun. "We already have Parker and Diamond, so that's out." Even though it was Peter's voice, though slightly distorted, that was resonating off the walls, it was the Venom Symbiote talking.

Its hosts didn't have voice in what it made them do. They were merely puppets to feed off of; they were just tools that the Symbiote needed to get what it really wanted: Kendall.

"True, and there's nothing to gain from attacking him head-on. Torturing him first would be our best bet, get him riled up enough to get him to come after us. The question is, how do we do that?" Jett said, tapping his chin in thought.

The three soon turned to Venom number three (James) though when he let out a laugh, a sinister grin crossing his shapeless lips. "The answer is right in front us, or can't you see? We kill two birds with one stone, in our case though...four birds with one stone."

"Care to explain more?" She-Venom asked, Venom number three turning to see his reflection in the nearby window. His ghastly, ghoulish grin vanished for a brief moment as the suit pulled away to reveal James' true face, though the grin was soon pulling at his mouth again.

It was his face smiling that cruel smile, even though inside he was screaming...

"Spider-Man is Spider-Man; he has no weaknesses. But Kendall Knight...we can destroy him easily. We already took Stacy, Parker and Diamond from him, but that's only taking away one part of him. We need to take the other two parts away, and I know just the four we need to really destroy him."

"And these people are...?"

"Will one of you be willing to go to Sherwood, Minnesota? Just a quick trip is all we need. One of us goes to Sherwood, another heads to a...specific college here in the city."

"Wait, why do we need to travel?"

"Because if we want to destroy Kendall, then we need to attack his heart. If we attack his heart, then we can draw him out. So we need the four that can destroy him completely."

"And those four are...?" Venom number two repeated, wanting the other to get to the point. James' grin broadened, eyes shining maliciously.

"Jen and Katie Knight, and Carlos Garcia and Logan Mitchell."