(A/N: I do not own Spiderman. That right belongs to Sony).


The old cathedral belltower was a building that Peter was actually quite accustomed to, or at least was for a time. Before all the supervillain craziness started happening with Toomes, Peter would occasionally sit at the tower and just look down at the city, enjoying the quiet while occasionally going after the latest punk trying to rob a convenience store. The sentiment he had for it soon faded away after he had detached from the symbiote. The fact that it was also now surrounded by god knows how many cop cars and SWAT trucks didn't really help much either. The sirens were loud enough to be heard all the way from Boston.

The 17 year old brunette swung out towards the tower in his full Spiderman, managing to quickly change from his regular clothes in an alleyway from the hospital. He could see Venom's black web with the message he left in all his glory. Despite the obvious attempt at intimidation, Peter kept on a stern face behind his mask, determined not to let his fear overwhelm him.

"Look, it's Spiderman" Spiderman could hear a cop yelling from down below. That caused a series of murmurs and exclamations to be heard all throughout the streets below. The spider hero ignored it as he entered the tower. He steadied himself and stood up straight as he landed in the middle of the inside of the tower by the bell.

"So…you actually showed up" He could hear the familiar and raspy voice of Venom say from above. Spiderman looked up and saw Venom just lying down on a wooden post right above the bell. From what it looked like, he didn't appear the first bit worried as he seemed to just be relaxing.

"Yeah. I did. It's not like you were anyone threatening or anything like Doc Ock or Rhino" Spiderman said, cheekily. He couldn't show any sign of weakness if his plan was going to work.

Venom let out a little chuckle as he sat up and started sitting down on the edge of the post. "If that were true, why would you even come down? Why wouldn't you just let the police deal with me? You do have your little girlfriends and aunt to look after, after all"

"I thought it'd be a good exercise routine" Spiderman said, shrugging nonchalantly.

Venom just shook his head as he pushed himself off the post and landed on the wooden floor below several feet away from the teen. He folded his arms as he stared Spiderman down.

"Always the cocky son of a bitch, aren't you, bro? We're gonna miss that when we dump your body at the Hudson river" Venom said, beginning to crack his knuckles.

"And you think you're going to kill me here, in the middle of the old belltower where I got rid of the symbiote in the first place?" Spiderman asked, raising an eyebrow behind his mask.

"We thought there would be a hint of poetry to kill you in the place where you betrayed us…oh and the bells probably won't do you any good as we decided they'd look better without these" Venom said before shooting some symbiote ooze towards the wooden post he was just lying on and pulling back a few pieces of rope with the bell clappers attached to them. He mockingly twirled them around before throwing them off to the side.

Spiderman looked towards the clappers that were tossed over and then back to Venom with a glare that could easily be seen even with his mask on.

"...There's not even a hint of Eddie in there anymore, is there? It's just you, isn't it, symbie?" Spiderman asked, his tone beginning to match his glare.

"Brock was too weak for the job so we decided to take control for the time. We'll give control back to him once the job is done" Venom replied, rationalizing the scenario.

"...You're a complete and utter monster…what do you have against me that you would do all these horrendous things to people, including taking an innocent high school girl and an elderly old lady who wouldn't even harm a fly? You're willing to go so far as to kill them just so you can get to me?" Spiderman disgustingly asked the symbiote.

Venom let out a little hiss as he bounced forward and grabbed the front end of his costume, lifting him up.

"No one rejects us, Parker! No one! We did everything in our power to get you to love us. We made you stronger than you ever were, beat the Sinister Six for you so you didn't have to worry about them, we even took your damn pictures for you so you could pay your bills and take care of your aunt. We nurtured you and all you did to repay us was spit on us. That's why we hate you, Peter Parker. That's why after tonight, we're going to do your job better than you ever did in the last year and a half. We'll kill Tombstone, all the villains created to fight you! No one will dare think to commit a crime when we're in control and we'll be thanked! We'll be heroes! We'll be loved!" Venom said in a tantalizingly frightening speech.

When he was done ranting, Spiderman lifted his arm up and shot some web fluid towards Venom's eyes. The monster screeched like a cat and dropped the Spider based superhero as he scratched the fluid in his eyes away all the while Spiderman flipped away from his grasp.

"Honestly, it sounds to me like you have mommy and daddy issues" Spiderman said, folding his arms, clearly not impressed with the monster's lunacy.

Eventually, the fluid was off of Venom's eyes and he looked towards the young man with a look of rage on his face.

"All we asked was for you to love us and you couldn't even do that for us let alone appreciate all the things we've done for you!" Venom exclaimed.

"Love? What the hell do you know about love? Do you think using me as a puppet to fight my enemies while you keep me passed out is love? You think taking complete control over my life is love? How about almost making me turn my back on all my friends and the only family I have left? That's love to you?" Spiderman asked, demanding answers.

"We shared a bond! We knew more about you than anyone could have ever comprehended. We felt your worries, your sorrow, your passions. We had to be sure no one would ever come between us. Ever. Despite all that, you rejected us and we absolutely despise rejection, especially from those we love" Venom answered though it did little to satisfy. Spiderman just shook his head.

"That's not love, that's obsession. The fact of the matter is you've probably never been loved in all your life" Spiderman retorted, practically spitting at this point.

"You have no idea of the hardships we faced in life, Parker. We spent our entire life alone and you were the first person we bonded with that actually began to love us back. When you rejected us, that pain we felt was stronger than anything we had ever experienced. We wanted you to know just how exactly that felt" Venom said, his voice getting angrier as he spoke.

"So what? You couldn't have me so you didn't want anyone else to? Get over yourself. Tons of people on my planet get rejected all the time and they don't go out trying to kill innocent people as a result. That is of course unless they're complete psychopaths who need mental help" Spiderman said, insulting the symbiote as it continued to hiss.

"You can insult us all you want, Parker but that still won't change your fate tonight" Venom's voice said as his voice continued to get darker and his glare continued to deepen. However, the visible anger on his face didn't deter his foe from speaking his mind.

"And it won't change yours, either. You want the entire city to love you but you think that comes from power and control over people. True love is about trusting the people in your life and being there for them when they need it most. That's something you'll never understand but guess what? I do, at least better than you or most of your kind ever will. I have people in my life that care for me and dare I say actually love me and none of those people include you. The fact of the matter is you'll probably always be alone in your life…and there's no one you can blame for that except yourself" Spiderman said, finally ending his rant.

For a while after, Venom said nothing. He just stood there with a furious look on his face. The silence that had come between them was more deafening than the chorus of police sirens outside. Finally, after the longest time, Venom began to speak again.

"So be it then" Was all he said with absolutely zero emotion. At the moment he stopped talking, he lunged forward, trying to grab onto Spiderman.

However, the superhero in question shot web up at the wooden ceiling above and quickly pulled himself up, causing Venom to tumble right past him. Using this time to his advantage while Venom recovered, he used the same web to swing back and push himself forward, sticking out his foot that had collided with Venom's back, making him stumble onto the ground. Spiderman let go of the web and dropped to the floor.

So far, so good, Spiderman thought. However, fighting was only to get him so far as he knew even he was no match for Venom in a one on one fight. He needed to ring the bells somehow in order to get his plan to work.

As he contemplated how exactly he could ring the bells, Venom had managed to get up and face Spiderman again, a glare forming on his face.

"Not bad, Parker. You learned a new trick since the last time we fought" Venom said with his disgusting tongue slithering out of his mouth.

"Well that's what happens when one's out on the field every night for months while the other is just wandering around in a sewer. By the way, have you once showered since you got out? You smell like the inside of a garbage truck" Spiderman mocked, holding his nose through his mask while making a scrunched up face.

"It's good to see you haven't lost your sense of humor in the months between our separation from Brock. That way we can knock it out of you for good" Venom stated before shooting some black, web-like fluid of his own towards Spiderman. He tried to get away but the black web had managed to get a hold of his foot.

Before the 17 year old vigilante could even comprehend what was even going on, Venom was swinging him like a piece of lasso rope right into the wall, causing the walls to shake and small pieces of wood to come down from the ceiling.

The pain was agonizing but nothing new and nothing Spiderman couldn't come back from. Thank god fast healing was another ability when the spider bit him. When he opened his eyes, he saw he was facing the bell as he slid off the wall and onto his feet, albeit shaking a little as he was still recovering. In the split seconds he was able to heal and looked at the bell, he had managed to get an idea forming in his head.

However, the brunette's mind was cut short as he was roughly grabbed by the neck and thrown onto the ground. He winced as he could see Venom climbing on top of him, still having a powerful grasp on his neck.

"Despite all that's changed, you're still nothing without us and you have absolutely nothing to help you this time" Venom hissed as he tightened his grip on his neck, effectively choking him.

Spiderman desperately tried to get out of his grasp, squirming, trying to punch his face but it was no use. The symbiote was just too strong for him. He began gasping for air as he kept being choked by the giant black hands. As it seemed to be hopeless, he began to notice something above him. A wooden support beam above him with a crack just above Venom's head. This could be the very thing he needed to set his plan in motion.

Suddenly and without warning, Spiderman let go of Venom's hands that were still tightly wrapped around his hand and shot a piece of web fluid up at the cracked beam above him. Venom looked down at him in confusion.

"What do you think you're doing, Parker?" Venom asked, turning his head around to what Spiderman was shooting his web at.

However, just as Venom could see the web tightly wrapped around the unsupported beam, it was too late. Spiderman had already pulled it down, pulling it off the crack. It fell down right on top of Venom's head. The impact caused his grip on Spiderman's neck to loosen. Using this to his advantage, the hero managed to slide both of his legs under Venom's torso and used them to push him off. Venom fell backwards, stumbling and desperate to keep his balance while also recovering from his recent head injury.

Needing to keep his momentum against Venom alive and to keep his plan intact, Spiderman jumped to the side of the tower wall. At that point, he was at Venom's side and as it appeared, Venom was standing in front of the bell. From there, Spiderman jumped off the wall and again used both of his legs to kick Venom at his side. This caused Venom's body to collide with the bell, letting off an awful 'gong' noise.

The symbiote hissed at the vibration, wincing as his face scrunched up. Not allowing Venom time to recover or even think, he pressed his hand against Venom's torso, pushing his back onto the bell and then he began going straight at the bell, hitting his knuckles against the metal surface.

Punch after punch let out a similar 'gong' sound that had happened before when Venom's body was hit against the same bell. It seemed to be working as Venom let out a yell as it looked to be in pain. Peter couldn't even tell how many punches he even sent towards the bell at this point. He was so concentrated on waiting for the right moment to initiate the second phase of his plan to free Eddie from the symbiote.

However, just as things appeared to be going his way, Venom suddenly grabbed Spiderman's arm, stopping it from hitting the bell any further. His eyes at that moment shot wide open. Not even having the chance to react, Venom grabbed Peter's arm and threw his body to the hard wooden floor.

Sharp pain went all throughout Spiderman's body as he groaned. Despite the pain, he was more confused than anything. Why didn't this work? The symbiote was weak against the bell vibrations, wasn't it? How was it able to resist?

As the questions stacked up in his brain, Venom quickly moved on top of his body and pinned him to the ground, practically growling. The pain eased and Spiderman quickly realized the situation he was in. He turned his head left and right at his pinned arms and raised his eyebrows as he moved his head back up towards the monster above him.

"So…what? You couldn't take 'no' for an answer and are now resorting to this to be with me? That's kind of a new low for you, symbie" Spiderman said, somehow managing to get in another quip, desperate to hide the fear that was now rapidly growing within him.

Surprisingly, Venom wasn't annoyed this time, even after all the vibrations he had just taken in moments ago. He had actually begun to laugh all the while shaking his head in amusement.

"We have to admit, that was very clever bro. Using your fist instead of the bell clapper. Unfortunately for you, despite how strong you are, these bells work more effectively against metal clappers to get the most vibrations out of it. While hands as strong as yours can work for a short amount of time, they don't do nearly as much to weaken us" Venom had explained. This caused Spiderman to stop short of breath. He was out of things to do at this point. With Liz not here and him not being able to reach the bell's actual clappers, he didn't know what he could do.

"You've had your fun, Parker. Now let's end this whole thing and do what we both knew deep down was going to happen here from the very start" Venom said, tongue slithering out.

Spiderman's blood froze. He needed a miracle right now…and he needed it badly.


*Meanwhile, outside the cathedral*

The whole mass of police cars and SWAT trucks out could hear what was going on inside. Slams, grunts, yells, bell clanging. It seemed very intense and it wasn't a clear picture as to who had the advantage.

Officer DeWolff stepped up towards Captain George Stacy who had been looking up at the cathedral tower from the outside of his police car the whole time.

"Captain, I strongly suggest we get the governor on the phone right now and call in the National Guard. Venom is too dangerous to entrust one super powered vigilante" DeWolff said, clearly not having faith in Spiderman to complete the mission (Then again, when did she ever?)

"Maybe the guy just needs backup. What about those other people he's out with all the time? Or maybe we can call in someone like one of those Aven-" Sergeant Carter said, coming up and giving in his 2 cents. However, he was cut off by the police captain.

"We'll get to that when and if it gets to that point. For now, I'm going to put my trust in Spiderman. He's hardly ever let this city down before and I'm not going to bet too soon on it happening tonight" George said, exasperated, getting tired of these 2 being up his rear all the time.

"With all due respect, Captain, this monster poses a dangerous threat to the entire city, not just to Spiderman. In the event he actually does end up….well…you know…who's to say it will end there? We can't risk him going out and terrorizing the population if Spiderman ends up not being able to stop him" DeWolff reasoned with her boss.

This caused George to stay silent and consider. As much as he hated to admit it, she did have a point. As he recalled, Spiderman had a lot of trouble fighting Venom in the past, arguably even more than the original Green Goblin. Was he really going to let his faith in the hero be the only thing standing in between the entirety of New York City and god knows how many more threats this animal could pose.

"...Get the governor on the phone. Request that he put the National Guard on standby. If we see any sign of Venom leaving that cathedral, we'll ... .what the hell?" George Stacy asked, noticing something up in the sky.

DeWolff and Carter followed suit as well as several other officers alongside the cathedral. Several eyes were widened out of either shock or straight up confusion. They all stayed silent until one officer finally spoke up.

"Is…Is that?"


*Back in the cathedral*

Spiderman had to admit, he's had better days protecting the city. He thought this as he was again slammed up to the wall by Venom, again his hand wrapped tightly around his neck, denying him air.

His outfit was battered and ripped to shreds, almost as bad if not even worse than the last time he had fought Norman as Venom was then free to go to town on him after his initial plan failed. He had ripped open a part of his mask, showing one of his eyes and the corner of his mouth. This is not even to mention the several other rips he had around his costume, where there were also several bruises and scratch marks, blood running out of all of them.

Finally, all the punching, biting, scratching and slamming seemed to stop momentarily as Venom just held him up against the wall, breathing in and out heavily. It seemed he tired himself out from all the beating.

"Well, Parker…it seems we've reached the end of the line. You're about to die by our hands as we warned would happen almost a year ago. Do you have anything else to say to us before we do this?" Venom asked, continuing to breathe right into the hero's face.

Spiderman coughed as he tried to get any air he could down his throat. Eventually, he managed to get something out.

"Well…if there was one other thing that needed to be said, it would be this:...Tic. Tac" Spiderman said, giving out a small grin. If he was going out, it wouldn't be without the last laugh.

For this little quip, he had been rewarded with a rather hard slap in the face. He groaned in pain as his face flew towards the right side of his body.

"Little joker to the end. Here we thought you were actually capable of deep thought. Oh well. Guess it doesn't really matter now. We'll see you in hell" Venom said then tightening his grip on his neck, beginning to choke the life out of him.

Spiderman stood there, trying anything he could to get him off of him to no avail. He was just too strong and there was nothing around that he could use to help him. It all seemed so helpless.

As the oxygen began to deplete from his body, his eyes began to close. It was all too much for him to handle. Soon he could see nothing but black as his eyes stayed shut, his body passing out from the lack of air.

"Hey Spiderman wannabe! Why don't you try picking on someone more your fashion sense?" A voice suddenly called out.

Suddenly, Venom's hands lightened and Spiderman was able to get some air in through his esophagus. He breathed in as much as he could as he opened his eyes again, looking towards the source of the voice. It sounded very, very familiar…but he just couldn't place it.

Both of them had looked behind them and on top of the bell in a kneeling position was someone dressed rather peculiarly. They were dressed in a sort of black and white spandex bodysuit with everything below the torso being black and the top of the outfit being white. There was also a hoodie attached to the suit along with a white mask that seemed to take heavy influence from Spiderman's outfit.

"Who…who the hell are you supposed to be?" Venom spat out, still filled with confusion.

"Just a small town girl living in a lonely world…" She said, cheekily. One could practically hear the crickets as both Spiderman and Venom just looked up at her when scrunched up and confused looks on their faces.

"...Ok, I'm new to the whole quipping thing. Cut me some slack" The Spider…girl they guessed said, lowering her head in shame at what she had previously said.

"Get the fuck out of here! This doesn't concern you!" Venom said, not having the ability to deal with this nonsense right now.

"Actually it does. You see, you're holding 2 of my friends hostage right now and I have major issues with that. I'm here to make sure once and for all that you are out of all of our lives forever" The spider-girl said, suddenly getting serious.

Venom responded to this by laughing. Laughing hard, actually. He had laughed so hard, he had lost his grip on Spiderman's neck and dropped him, allowing him to drop to the floor and gasping for air as he breathed heavily in and out. He was still so out of it he couldn't even begin to comprehend who this woman could be.

"And what are you going to do about it? You think you can come out here, threaten us and actually think you have us scared? We just took down the spider and are one second away from killing him. What threat do you pose to us exactly?" Venom said, walking towards the woman. He wasn't really prepared to kill 2 people tonight but this one was practically begging for it.

"Well, true, I may not be able to take you one on one…but I do know your weaknesses…and I have the means to take advantage of them" The spider-girl said,getting more determined.

At that moment, she took something out from behind her back. It looked to be some sort of device, like a gun but with some sort of hook/claw attached. Spiderman was still having trouble seeing but if he could squint, he could make out the letters in small print on the side of the device. The letters were, in order 'NYPD'.

At that moment, everything became clearer. The voice, the mannerisms, the access to police resources….no way, Spiderman thought as his eyes widened.

"What are you-" Venom said but at that moment, the spider-girl had already shot the device toward the tossed aside bell clappers. The device then pulled the clappers back to her quickly. She grabbed the metal clapper in her hand and began spinning it.

When Venom realized what was happening, he shot a black ooze web at her, trying to get the clapper back. In his face, one could see fear suddenly take over his body, an emotion he wasn't usually accustomed to.

"GIVE ME THAT!" He screamed, louder than Spiderman had ever heard him yell. However, the spider-girl was able to dodge the ooze as she quickly rolled her body downwards away from Venom's web shot. Her hands stuck to the bell so it was clear to the both of them she had spider powers. Without any further warning, she slammed the clapper against the bell.

This caused Venom to scream, his hands going around his ears, not being able to handle the noise and vibrations that had been coming from the clapper colliding with the bell.

The spider-girl didn't stop at one swing at the bell. She had done it over and over again, causing severe discomfort to the symbiote. All the while Spiderman was just looking up at the said girl.

"This is your chance now! Bond with the symbiote again and free Eddie!" The spider-girl exclaimed, continuing to swing at the bell.

She wasn't wrong. Spiderman could see the symbiote melting off Eddie's body. He could even see the white tee shirt that Eddie had always worn before he had first bonded with the ooze-like creature.

"G…Gwen? Is that you? How…what…I don't even" Spiderman stuttered. He obviously had several questions but didn't know how to express them at the moment.

"There's no time! We'll catch up later. Focus on saving Eddie! This could be our only shot!" The spider-girl said before one last swing to the bell caused the symbiote to melt off Eddie's head.

The former college freshman let out a huge breath as he could freely move his head again. He looked around. He obviously had no clue where he was. He must have been passed out ever since the symbiote had taken full control some time ago.

"Wh…where am I? P…Pete? I don't…who are you?" Eddie asked as his head turned to the spider-girl, slightly wincing at the bell's loud rings

"You need to do this now!" The spider-girl said to Spiderman, wishing that he would hurry up and act, knowing they didn't have much time before the symbiote would be able to recover.

One last look between Eddie with whom the symbiote was desperately trying to fully reattach itself with and the spider-girl, Spiderman began to understand. He nodded to the spider-girl who appeared to be Gwen (With whom he would have a long discussion about this later with) and then without any further word, jumped towards Eddie and wrapped his hands around his body that had been momentarily freed from the symbiote's grasp.

"What are you doing?!" Eddie shrieked out.

"Just trust me on this!" Spiderman yelled. He knew Eddie still didn't trust him and very likely still hated him but he had to do this for his sake.

Eddie said nothing to this but the look on his face said it all about his feelings toward this.

At the moment Spiderman clung onto Eddie, the spider-girl stopped swinging the clapper onto the bell and the noise finally stopped after one last round of ringing. As the noise died down and the vibrations ceased, the symbiote began to recover and began to reattach itself onto Eddie.

However, it looked as if Eddie wasn't the only person they were attaching themselves to at the present time. As it began to slither up Eddie's body, it did the same to Spiderman. The ooze began to cover both of them as it recovered and began to retake control.

Both guys just looked at each other, not really knowing what else to say as the symbiote then worked its way up their necks and soon engulfed their entire heads. From that moment on, there was nothing but pure darkness. However, it was all necessary to Peter's plan to set things towards the right path for the former college student and high school quarterback.