Spider-man sat on the roof alone.

His brother. His own brother.

How could he do this?

All that went through his mind were gunshots. The sound of led breaking flesh. The sounds of screams as children died.

And, to think, his brother caused this.

Spider-man stood up and jumped from his perch on the roof. Going by what was now instinct, he pushed his middle and ring finger to the palm of his right hand, feeling a tingling in his wrist as a long web shot out and attached to a nearby building.

He swung until he shot himself into the air and shot another webline. He didn't feel the same joy he felt before. He still felt the adrenalin, but it didn't give the same rush. He swung into a building and willed himself to stick with his hands and feet. He looked at himself in the reflection of the window.

What he saw was the mask of his exoskeleton. The golden and red mask with four black eyes. Because "they looked cool." Looking at himself, he was disgusted with it. Just the look of it. Without thinking of the consequences, he willed the mask to disappear, so he could see his real face.

He just now noticed he was crying.

Just then, the drapes of the window opened, and a man in a bikini looked out to the world. Then, he looked down and saw Kendrick looking at him with wide eyes.

"You say nothing," the man said. "I say nothing."

"Deal," Kendrick said as the man closed the drapes.

Great, Kendrick thought. On top of all the other crap in my life, now I have to boil my eyes.

Kendrick willed his mask back on and looked at his reflection again. He hated the way it looked. It felt tainted, somehow. Dirty. He just wished he could...

...change it.

And, just by that thought, the costume he saw before him changed. It was now red and blue instead of gold, and had more red on it. It had reflective white lenses, instead of the cold black lenses he had previously worn. The spider on his chest was thinner, and he had a blue design on the feet and hands that looked pretty cool.

Now this, Kendrick thought. Is a cool costume. Or...exoskeleton. Damn it, cool moment ruined.

...

Jen Farrell awoke in the hospital. How she got there, was a mystery to her. Last thing she remembered, she was at school...

"Hey, you're awake," she heard a voice say.

She looked up and saw her friend Marshall sitting in the room in one of the chairs.

"What happened?" Jen asked.

"What do you mean what happened? You were shot!"

"I was...what?"

Jen looked down to her shoulder and saw bandages over it. She then remembered the gunman who did this to her. And a red and gold guy who stopped him.

"Where's Kendrick," Jen asked, fearing for her best friend.

"He's, uh...yeah." Marshall looked sick at the thought.

"Is he okay?"

"In the physical sense? Yeah. Mentally? Probably not," Marshall said then sighed. "Jen...the guy who did this, who killed all these people...it was Ken's brother."

"Oh my God..." Jen started.

"Yeah. And that, plus you being shot...he'll probably need some time..."

Just then, the familiar face of Kendrick Durham burst through the door into the hospital room.

"...alone."

"Jen? Jen, are you okay?" Kendrick stammered.

"How'd you know I was awake?" Jen asked.

"I just, uh, had a feeling," Kendrick said, obviously hiding something.

"Your spider-sense?" Marshall whispered where Jen couldn't hear.

"We are not calling it that," Kendrick whispered back.

"Maybe you won't, but I will."

"It's not polite to whisper y'know," Jen said. "Hello? I'm alive."

Kendrick quickly hugged her, being careful to watch his strength.

"Okay, wow," Jen said. "This wasn't what I meant, but I'll take it."

Kendrick pulled away from her, tears in his eyes.

"Jen," he said. "The guy who...who shot you, he..."

"I know," Jen said. "Let's not..."

"Hey guys," Marshall interrupted, getting a grateful glance from both of them. "Who wants to watch Tv? I'm sure Duck Dynasty is on right now."

Marshall picked the Tv remote off the table by Jen's bed and turned it on.

"We're here at the sight of Midtown's Finest," the Tv said. "A school under siege..."

"Dude," Kendrick said. "You suck."

"Well, how was I supposed to know it'd be showing that?" Marshall said, defensively.

"Can you just change it," Jen asked, annoyed.

Marshall turned back to the screen, about to change it, mumbling something like: damn, everyone hating' on Skittle's straight game.

"The assailant, Drake Durham, son of mayor John Durham, was arrested for his part in the attack, but new details came from the state penitentiary, saying that Durham escaped from where he was being held, apparently with the help of anot-Spectacular, Spectacular, Spi -"

"Marshall!" Kendrick yelled as the channel changed to a cartoon on the CW.

"What?" Marshall asked. "I was already in the motion of changing it when..."

"God!" Kendrick said as he ran out the door.

"Kendrick!" Jen yelled after him. "Wait!"

Marshall started to run after him, until he stopped when he saw something outside the window, but Jen was apparently too late to see it.

"What're you doing," she asked. "Go get Ken!"

"I have a feeling it's too late for that," Marshall said, looking sad.

...

Kendrick swung through the air, now in his Spider-man exoskeleton.

If Drake escaped from jail, Kendrick was sure he was going after their parents.

He had to get there before Drake did.

Spider-man was still in a state of shock over the events that recently happened to him. None of it felt real. He still remembered his brother as the kid he played Hide And Go Seek with, and not the monster who killed all those innocent kids.

And thinking about that got Kendrick thinking about something else. How many kids could have lived if he had jumped in sooner? If he had stopped Drake as soon as he knew what was happening, Jen wouldn't have been in the hospital. Yeah, it was only a shoulder wound, but that wasn't what was important. With Great Power Comes Great Responsibility, and...

Oh shit, Kendrick thought. Did I just have an epiphany?

As soon as that thought came to his mind, Spider-man felt himself attached to the nearby building.

"Ow..." he said.

He looked down and saw that across his body was a large spider web, not unlike his own.

What the hell?

Spider-man then noticed a shadow was looming over him, and as he looked up, he saw something that horrified him.

Sticking to the wall above him, was a large humanoid black creature, with lifeless white eyes, and tendrils squirming around it from its body. Spider-man raised his hand towards the creature and put his ring and middle finger to his palm, but before he could release a webline, the creature shot a web and attached both his hands to the building.

That thing was fast.

The creature crawled down to Kendrick's level and breathed on him, smiling at him, now showing his large yellow teeth, with razor sharp edges, and a long tongue that moved around in front of Kendrick.

Spider-man was seriously about to piss his pants right now. Or, tights. Exoskeleton. Whatever!

"You changed your exoskeleton," the creature said.

"Yeah, well you need to change your toothpaste, man. Because the one you got, isn't working." Kendrick said reeling from the hot breath in his face.

Why the shit did I say that?

"You don't remember me, do you?" the creature asked.

"No, not really," Spider-man asked. "But I'm gonna go on a limb and say you're not the pizza guy."

"Maybe this will help you," the creature said as it's face peeled away, revealing...

"Oh my God," Kendrick exclaimed, eyes wide behind his mask. "Drake?!"

"No, not any more," the face of his brother Drake said. "Drake Durham was a failure. A failure who's parents didn't even love him. I'm more than that now...I am VENOM!"

...

Guess who's back, back again?