*Sighs* I hate the stress that comes with finals. I have two tomorrow (originally three, but one is a take-home exam and I've already sent it in) and then one on Tuesday. At least I'll have Saturday, Sunday and Monday to write and pack the stuff I still need to put away before I can leave. Wow so close to moving out of my dorm...the shock is yet to hit me full force though. Anyway, since I had to write two papers today (combined together, I wrote like fifteen pages) and need a way to relax, here is a new chapter to 'Under the Mask'. I'll try to focus on 'Love the Way You Lie' and 'Proxy' this weekend while juggling laundry and packing; I've been very neglectful to these two wonderful children and I should make it up to them, them and the beautiful, lovely readers that enjoy them. But for now, time for some more Spidey action. :) Thank you everyone for all the support, energy and feedback you haven given me. It is truly wonderful, it makes my heart jump with joy and motivates me even more to improve. Thank you again and without further ado, here a new chapter to 'Under the Mask'. Please read and review, and enjoy to your hearts' content. :) 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! Sorry last chapter was short, hope this one was longer!

Kendall slipped silently into his and James' apartment, closing the door behind him with barely a creak from the hinges. He dumped his bag ceremoniously down to the floor, body shaking. His head was ducked, strong chin meeting his chest almost, and his eyes glistened with suppressed tears.

The normally lively bottle green was darker, closer to deep olive tone now. His hair was a mess, sticking up everywhere as if he's just been electrocuted, and his breathing was ragged, forced.

He felt just as bad as he looked.

Kendall didn't make it to James' bedroom. He merely collapsed onto the couch once he had felt his knees press into one of its thick, short arms; he curled up into a ball with a pillow pressed to his torso like a shield, eyes wide yet not taking anything in. His facial expression read...numbness. He couldn't feel anything at the moment, as if he was on heavy pain medication.

Everything below the neck didn't respond. He was left weak and with jello legs.

Dr. Conners had taken it upon himself to take the poor blond back home. Kendall couldn't be trusted to travel around alone with four Venoms on the loose, that and in his condition. He was very, very shaken up by the events that had conspired in the last few hours; he had lost two people at the same time, helpless to have changed their fate. They were now under the Symbiote's control; James and Peter were now Venoms two and three, they were part of the Venom "family" along with Jett and Gwen.

The four were dangerous, wild and devious. One Venom was bad enough, but four...four could take over an entire city.

And Kendall was all alone. He had Dr. Conners to help him find a way to save them and destroy the Symbiote, but he was now alone. As Spider-Man, he was alone; he was the muscle, the face of Spider-Man but James was the heart, the brains behind the mask. Without James, Kendall was indeed alone.

He didn't have his tech wiz, his teammate, his best friend and possible lover there with him.

He was alone, really alone.

A few tears managed to escape Kendall's eyes, they soon puffy and red-rimmed as he unbuttoned the top buttons of his dark green plaid shirt. The trademark spider on his chest soon appeared, the red and blue of his suit a few shades darker thanks to the lack of light in the living room. He reached into his back pocket to pull out his mask, fingering the large, white eyes.

James made him the suit, this suit. Kendall had came up with the design, colors and material to use but James was the one who brought it to life. He had paid very close attention to the stitching, the stretchy-ness of the spandex and how to make sure the web-slings would be able to aim and work properly under the suit's soft hands.

It had taken the brunet four tries to get the suit just right, but once he did he had given it to the blond with a proud gleam in his soft hazel-green eyes. He always carried a small patch-up kit on him too, just in case he needed to fix any holes and slashes from Kendall's regular meetings with baddies.

'He made this suit...he did, he did all this for m-me.' Kendall thought with a mental wince, stroking the the mask. He was treating it as if it was a beloved pet's old picture, or a special piece of himself.

It was, it was a special piece of himself. Of him and James. They created Spider-Man; they were Spider-Man.

And now with James gone, half of Spider-Man was too...

'James, I promise I'm going to get you back. You, Gwen, Peter, I'm going to save you guys and end this once and for all. This isn't over; Venom isn't going to win.' Kendall felt his heart skip a beat at the promise he was making, stomach twisting into knots.

He knew that some promises couldn't be kept; sometimes it was because of human nature's greedy side, sometimes it was because of fate itself.

But this promise, this promise he HAD to keep. He needed to save his friends, save the people he loved. James has suffered too much already thanks to Venom, and Peter and Gwen didn't deserve this. They didn't deserve to be used as food to the Alien Symbiote, used as puppets to help it achieve its twisted desires.

If it wanted Kendall, then fine he'll face it himself once again and this time end it all. If it wanted him then fine, but it was going to pay for dragging James, Peter and Gwen into this mess.

'I'm almost healed, I'll go back to patrolling the city early tomorrow morning. With any luck I'll run into one of them and talk some sense into them. Peter, Gwen, James...it doesn't matter who I run into if I do, all that matters is to free them. Once They're safe, then Venom and Jett are in for it.' Kendall wished today's attack in the subway hasn't left him so drained. The Symbiote has obviously gotten stronger since the last time he's had to face it; first learning how not to tip off his spidey sense, now able to knock the wind out of him without having to use too much energy.

He had to stop it, he had to before it can learn how to permanently fuse with either James, Gwen, Peter and Jett.

If that happens, then...they'll be stuck that way forever.

Forever.

'I won't let that happen, I won't let that happen. I won't.'

-Page Break-

James didn't have to struggle much with getting inside the apartment. He knew how to deactivate his own security system, and since the Symbiote didn't really have a "human" feel to it, the scanners wouldn't pick up his tracks.

He was safe.

Ignoring the hissing, spitting and shrieking noises echoing in his head, the possessed brunet willed the suit to go into camouflage mode, taking on the appearance of a normal black shirt and jeans. He was swift on his toes, careful not to make a sound as he left his bedroom to the kitchen. His smoldering golden-red eyes flashed in sick satisfaction as his fingers took a firm grasp of a long, large butcher knife, he slowly freeing it from its wooden case and approaching the sleeping blond on the couch. The stainless steel caught the weak glow of the half moon's rays pouring in through the windows, he hovering Kendall in two, quick strives.

James held the knife above his head, it angled to hover right over the shorter boy's chest. The relaxed expression on Kendall's smoothed out face angered James even more, teeth clenched as he played with the tip of the blade.

He could kill Kendall with his enhanced strength, flexibility and senses. All he would have to do to end the blond's life was to choke him with his bare hands.

But this was better, right? Kill him with his bare hands instead of waiting for the final showdown, end this all already. Without Spider-Man, the Venom "family" can easily take control of New York City. Without the hero, the villains would get to call the shots.

'N-no, no stop!' Soon James let out a silent gasp, the hand not holding the knife struggling to pull it back. He soon began to shake violently, eyes wide as dinner plates as if he was in excruciating pain. He forced himself to back away, all the while fighting with his hand brandishing the knife.

~What are you doing?!~ The Venom Symbiote snarled, James trying as best as he can to disappear behind his bedroom door and secure himself.

He had to get out of here, he couldn't stay. Right now he had more control than the Symbiote did; it wouldn't last long, but he had to make it last long enough to jump out the window and leave.

He had to leave, before he couldn't control himself any longer and end up hurting Kendall.

'You can't make me do this! I w-won't let you hurt him!'

~You idiot! He HATES us! He hates us, he lies to us, he only uses us! He said he cared about us only to lie to us in the end!~

'H-he doesn't care about you, he cares about me! About m-me and Peter and Gwen, you're nothing but a sick parasite!' James screamed in his head, tears filling his eyes at this point as he dropped the knife to the bed.

~He hates US. We are one person, it's we not you! You and I, James, we're one now.~

'W-what do you mean?' A nasty laugh chilled James' spine.

~You have me inside you, James. In your bloodstream, Symbiote cells flow through you. That was why it was easy for us to come together again: we ARE one, we ARE you. It's not just you anymore, it's us. Even if Kendall does destroy me, I'll live on. I'll live on in YOU. We'll live on, together...~

James' eyes grew even wider at this, not having time to mourn over this realization though as he soon lost control of his body and consciousness, his jeans and shirt losing their camouflage to revert back to the Venom-Spider-Man suit.

Venom number three let out a cruel chuckle, undoing the window hatch and letting in the cool, night air into the room. He tilted his back, eyes burning holes into Kendall's back through the walls.

"I'll deal with you later. Right now though, it's time to welcome my new brothers...!"

And with that Venom number three slipped out of the window and did a free-fall, web-slinging across the rooftops to the Brooklyn Bridge.

-Page Break-

"You're finally joining the party, about time." She-Venom hissed as Venom number three landed gracefully before her and Venom number two, tongue running across his shapeless lips.

"Shut up, I'm here aren't I? So, where are they?" He replied with a snap to his tone, Venom number two letting out a small bark of a laugh before he threw his arms out in a grand gesture.

"Three my pal, meet...five and six." Two pairs of pure white, ghastly slits for eyes soon appeared in the gloom, followed by two identical shrieks echoing off the buildings. One pair of eyes grew tighter at the corners as a long, chilling laugh began to rumble from one's chest, while the other licked his shapeless lips with his long, serpent-like tongue.

"Hi..." Both hissed as their strong, graceful forms were outlined by the light of the moon over their heads; they had identical, sinister smirks on their faces, She-Venom showing off her own ghastly teeth in a sick smile.

"How do they look?" Venom number three let out a chuckle of his own, one long-nailed hand under his chin.

"Perfect."