"As The Watcher, I have observed countless versions of Earth and the human societies inhabiting it. One human in particular… Spider-Man," The Watcher said as he looked at the earth from a whole other realm. "Like many of his other counterparts, this Peter Parker didn't have a good life, and his failures only built up over the years.

Starting with his uncle's death, to all the downsides being Spider-Man brought him. In this universe, failed relationships and his loved ones' death got worse and worse. After Mary Jane left him when she couldn't handle the pressure of dating a superhero. He only had his aunt May to rely on."

The Watcher explained as several images flashed in front of him. Peter holding the body of Gwen Stacy, then him standing among the rubbles of the daily bugle, surrounded by bodies. Finally, Mary Jane running away in tears, with her ring at Peter's feet.

"But what would happen if the last thing he cared about, and that helped him keep his sanity in check, were to die?"

Earth-382

Peter sighed as he couldn't fall asleep, and the fact that he was laying on a couch didn't do much to help him get comfortable.

"You could at least try to help, Peter," Aunt May said as she washed his dishes.

His apartment was a mess, dirty clothes and other pieces of trash were littered all over the floor. The place looked like it wasn't cleaned in months or even years. Luckily for him, his aunt was always ready to help. Even though he didn't really want to do much right now. He already spent most of his time fighting crime, fighting the same criminals that keep coming back again and again. With everything else that was going on, he didn't have enough strength to live his life as Peter Parker anymore, preferring to laze around anytime he could.

"I know, aunt May… I know… But you know it's been difficult lately…" He said dryly, not wishing to sound too aggressive against May of all people.

"You can't let these things wear you down, Peter. There'll always be better days," May replied as Peter simply looked away.

Not for him. There weren't better days. It was always the same thing. He struggled everyday to do good, but only ended up suffering in the end. Being Spider-Man was a curse, from which he will never be freed from… unless he died. Even when he won his fights, he felt like he could never end up on top… He only kept losing everything, and as much as he loved May, it was better for her to get away from him. She would be much safer.

Aunt May shook her head as she opened her mouth again, about to say something before the ceiling suddenly exploded. Peter widened his eyes, and quickly understood who it was since his spider-sense didn't react. He barely had enough time to stand up as Aunt May screamed in terror while the hulking form of Venom crashed on her nephew, crushing him through the floor.

Peter was pushed through several floors until he finally hit the bottom, with Venom standing over him, and the building on the verge of collapse.

"Are you happy to see us, Peter?" Venom laughed histerically with his tongue out, showing the rows of teeth in his mouth.

Peter gritted his teeth in anger as the monster in black towered over him. Why? Why did it always had to happen to him? Couldn't he just take a break for one second and relax! Avoid facing life threatening situations for once? He already knew what was going to happen after this battle, people would treat him as a menace again because of the current destruction. He also had enough of those ungrateful idiots! The people living in the apartment cried in fear as they ran out of it, then followed more people that were trying to escape the building while Peter clenched his fists.

"No… No more… NO MORE!" He screamed as he threw a punch at Venom's face, breaking from his old. He didn't leave him any room for breathing as he continued his anger-filled relentless assault on the creature, doing his best to hurt him. Hurt him so bad he would never hurt anyone else ever again!

Venom was thrown through a wall, then hit a wooden pillar, making the building shake. He tried to shoot a black web, but it was in vain as the hero jumped above it and kicked him in the face. Peter continued punching him, even after he was laying on the floor. And he wasn't planning to stop… until he heard it.

"P-Peter…" A weak old voice managed to reach his ears. He widened his eyes and dropped Venom on the floor before turning around.

Aunt May was among the wooden debris, her legs broken as a piece of wood was lodged in her right side. He quickly realized she must have fallen down, too, when Venom threw him down! He desperately rushed to her, and threw away the wooden debris that fell on top of her.

"H-Hold on, Aunt May! I'll take you to the hospital!" Peter said as he lifted her, only to quickly realize that she wasn't responding, he couldn't even feel a pulse. "No!" He shouted, ready to jump up, and run to the hospital, even without his web shooters.

However, he was suddenly pulled back by a string of black webbing. He couldn't hold on to Aunt May as her body was thrown across the room while he was pinned on the floor again, this time by the throat.

"Good try, Peter. But it's about time for you to go! We've got a nice new little skill We want to try on you," Venom laughed as his other hand turned into a spike. "We'll absorb all your strength until there's nothing left!"

Peter glared at him with hate-filled eyes. He did this. He killed the last person that was keeping him from slipping away… This was the last straw.

"C-Come back to me…" He managed to choke out as long as his consciousness allowed him to. Meanwhile, Venom, Eddie in particular, gave him a questioning look. "I'm… the one you've wanted to bond with for so long, aren't I? So… come back,"

"Really? That's your plan? Stealing my partner away? We love each other! He isn't leaving me anytime soon!" He laughed only for Peter to grunt as he looked into his eyes.

"This… isn't a trap… I'm ready to accept you… I'm sure you can feel I'm telling the truth unlike last time!" He screamed while Eddie laughed again, before trying to finally stab him. However, his arm refused to move. Suddenly, the black goo around him started moving, slowly going to Peter and separating from his body.

"W-What are you doing? We're supposed to be together!" Eddie yelled before screaming in pain as the symbiote was breaking away from their bond. It was like his skin was on fire.

And while this was happening, Peter smirked, happy that he was feeling pain, that he was suffering for what he did. But it was nothing yet compared to his own pain. After a few seconds, Peter was back in his black suit like the old times while Eddie was panting on his knees, looking as scared as ever.

The symbiote's feelings washed over Peter, letting him know how much he missed him. And he understood all too well the feelings of the symbiote. It felt abandoned and helpless when he got rid of him. Just like Peter did when he lost every single thing in his life.

"How could you betray me like this?! I-I thought we loved each other!" Eddie screamed as tears ran down his face.

"It's time to pay, Eddie. You killed my aunt," Peter said in a dark tone.

"Y-You think it scares me? I know you! You would never break your code! Because of your unc-" Eddie's rambling was interrupted when a black spike went through his chest, making him spew out blood. While he tried to say something, he only managed to gargle before Peter retraced his arm back to his original form. Venom's previous host collpased on the floor, life having left his eyes.

"I'm sorry, Uncle Ben. I'm sorry, Aunt May. But I've had enough of trying to be a good man. From now on, I will take whatever I want… And I will stop those criminals… permantly," He said as he looked at his bloody hand.

He looked at Aunt May's body, then threw a web on a building nearby as he heard police cars and ambulances arriving soon. He never felt any more relief after what he did later, finding and killing some of his most notorious enemies. First, he ran his arm through the Kingpin's chest, after having let him do his usual villain speech.

Mysterio and the Shocker were even easier to kill, even more so with the help of Venom. The symbiote's weaknesses weren't as trong as before because of how much it was exposed to it regularly. From now on, he would have no mercy, and he would enjoy life as much as he could. And one of those things was gaining back one of the numerous things he lost.

He looked for Felicia everywhere. One would wonder why he didn't look for Mary Jane instead, but he had time for that later. Felicia would probably even want to be with him again willingly, provided she didn't know about the symbiote first. Moreover, he could have them both if he wanted to, and even more than just the two of them. And that's exactly what he wanted. The time for living alone in small crappy appartments is over!

Venom seemed to agree, he didn't communicate with him directly as he needed some time to adjust back to his body, but Peter could already perfectly understand his feelings. He could not be happier that he finally found someone that could completely understand him.

While he was web-swinging towards Black Cat's apartment, he still stopped a few crimes here and there, still mostly seeing himself as a hero. Although, this time he offered little mercy to those criminals, and what surprised him was how the people around him cheered. It gave him even more reason to give in to his emotions.

Finally, he was there. He landed on a roof nearby as he saw Felicia, dressed in her suit, enter through her home's window. He quickly followed her and jumped on her balcony, startling her and making her spin around. She widened her eyes as she saw him.

"Didn't expect to see you there, Spidey. And I see you're back with the black costume! That brings back some memories; hope it's the one I made for you," She grinned as she put her hands on her hips.

"Oh, it is! And you know you can call me, Peter," Spider-Man said as he walked up to her, before putting his hands on her waist. She was more than surprised by this, but didn't show any resistance. "I wanted to see you," He said as he lifted the lower part of his mask, revealing his mouth.

Felicia's grin disappeared as she looked at him with surprise. She knew him well and he didn't need any words to tell her what he wanted. He wanted her. And she didn't know if she should feel happy about that or not.

"I didn't expect you to be so straight-forward…" She teased him, trying to keep up appearences as she didn't want to think she was an easy girl and that he could come back to her anytime he wanted. "Aren't you with Mary Jane? Last time I heard of you two, you were married. While I was disappointed you cut contact with me like that… I wouldn't want to reunite with you if it's so you can cheat,"

"MJ and I are over," He revealed, which made her widen her eyes. "She didn't accept the Spider-Man part of me, just like you didn't for the Peter Parker one," He added, making her feel guilty instantly.

"I-I'm sorry for that… It has been a long time since then… And I changed,"

"It doesn't matter. I realized I didn't like my life as Peter Parker; it's better as Spider-Man. Let's go back together to where we were before," He replied, except he also hated life as Spider-Man. Not that it mattered since everything would change soon.

Felicia hardly contained her joy since she never got over him. Not that she didn't try to, but it was nearly impossible since he was such an important part of her life. She always regretted leaving him when she discovered what was under the mask, even more so when she learned about his marriage with Mary Jane. She didn't need him to give up on his real identity anymore, but if that's what he wanted, she wouldn't say no.

"I hope I'm not a rebound… Spidey," Black Cat teased as Peter wrapped an arm around her waist, pulling her closer.

"Of course not," He replied before leaning down and kissing her.

Her lips were soft as he remembered, and her touch was even more delicate than before as she put a hand behind his neck while the other was caressing his face. He suddenly lifted her and held her up with his hands on her butt. She was as light as ever, and didn't seem to mind since she wrapped her legs around him.

She slightly opened her mouth, letting him insert his tongue inside as hers quickly made contact with it. They wrapped around one another as Felicia felt the heat building up inside her body, making her want to take off the bodysuit and fuck right on the balcony. She didn't know she missed this that much. One thing she loved for certain with Peter was how good he was in bed, and she shouldn't have been surprised considering how many other girlfriends before and after their relationship.

Her nipples hardened as she thought she finally won over Mary Jane; she now had Peter all for herself. She couldn't wait for them to swing through New York like old times, but first, she was going to enjoy their night together.

Peter broke the kiss and planted his lips on her neck a few times, then ran his tongue across it, making Felicia shudder in pleasure as she felt herself getting wet. He suddenly moved his hand to her chest to open up her bodysuit even more than it already was, but she quickly stopped him with a grin.

"Wait. Let's go to my room first or else we'll catch a cold out here," She said as Peter grinned, then took her to her bedroom. He gently dropped her as she landed back on her feet, then turned her back on him, slowly undressing herself. When she was done, she spun around again and was surprised to see he was already undressed. "You're quick! Couldn't wait any longer, huh?"

The last piece of clothing that remained on her was her mask, and she quickly took it off before throwing it on the side. Her body was as gorgeous as always, the curves at the right places on an athletic body because of her daily life.

"I missed this," Peter smirked as he pushed her on her bed, holding her hands as he licked her breasts. Felicia moaned as his tongue rubbed her nipples.

He moved a hand on her other breast and squeezed it, caressing it and pinching her nipple.

"Ah… Come on… don't you want me to please you, too," Felicia purred as she pulled him to her.

She ran her fingers on his chest before going to his crotch. Her soft hands wrapped around his cock as she got a firm grip on it. She looked into his eyes, with her face only a few inches close to his dick while she stroked it with her right hand. Shivers went through Peter's body since Felicia had quite delicate fingers; he wondered how he could have forgotten about them. Black Cat grinned, before sticking her lips one the tip of his dick. She kissed it several times, then ran her tongue on the underside of his shaft.

Her tongue made his body tingle while his cock twitched in pleasure at her touch. And she seemed delighted to have this effect on him. She continued to stroke his meat rod as she started kissing his balls, even sucking them, and it didn't take her too long before deciding it was time to put his cock inside her mouth.

Starting with the tip, she slowly moved her head down, taking all of it until it hit the back of her throat. Peter's body heated up as her tongue wrapped around the tip of his dick while she moved her head up and down, still staring into his eyes.

Peter grinned as he placed a hand on her head, caressing her cheek and holding several strands of her hair. Oh, how he missed this. He never wanted it to end like it already did so many times. This time, she would belong to him. Finally, he felt it coming, and Felicia did, too as his cock twitched.

He held her head down, keeping her from freeing his dick as he came right down her throat, making her swallow it whole. She released her when he was done, her lips left his cock with a pop sound as she panted, surprised by his move.

"When did you become this forceful?" She gave him a sultry smile. "I like it! I can't wait anymore," She added as she laid on her back and spread her legs, revealing all of her pussy.

Peter didn't need to be told this twice as he placed his hands beside her head on the bed, before sliding his meat rod into her pussy. Felicia let out a loud moan as her pussy was stretched up until his cock hit the back of it. Her pussy was warm and tight as it clenched around his dick, which would have made it hard for him to move if he didn't have superstrength.

He moved his hips back and forth, making her body shudder as she jerked her head back in pleasure. She wrapped her arms and legs around him, locking him to her.

"Harder!" She moaned as Peter felt happy to oblige.

The loud sound of slapping, his meat slamming against her flesh filled their ears. Their sweat mixed with one another as Black Cat's chest was pressed against his. She clenched her teeth, trying not to make her moans too loud while her fingernails were digging into Peter's back, not that it hurt him in any way. Felicia moaned as his cock kept hitting her pussy. Suddenly, electricity went through her body as she finally reached her climax, coming all over his dick while she held his body tighter. Her moan filled Peter's ears, making him even more aroused than he already was before thrusting forward one last time.

He shot all his load deep inside her pussy, filling it with his seed. And he didn't care if there was a risk of her getting pregnant, it wasn't even something he was against.

Felicia was breathless as she released him of her hold, letting him pull out his pole out of her most private place.

"Ah… You should have… pulled out… ah," Felicia smiled while she tried to catch her breath, and cum dripped down her pussy.

"You don't look mad about it," Peter smirked as Felicia chuckled.

"I'm sure it'll be fine…" She replied as she pressed her head against his chest. "You were as good as ever," She said while running a finger down his torso.

"You were great, too. But it would be too bad if we stopped now. Wanna go another round? And this time, I'll have my suit," Peter smirked, and didn't leave her any time to answer as Venom suddenly started covering his body.

Felicia widened her eyes as she crawled back in shock and fear as Peter was back in his black suit.

"T-The symbiote! Why are you back with it?!"

"Because I wanted to. I finally realised he completed me!" Peter chuckled as a wide mouth appeared over his mask, showing sharp teeths.

"It's controling you, Peter! D-Don't you remember the bad it did to you!" Felicia tried to reason with him as he shook his head.

"All he needs is for someone to understand him, Felicia! I can finally have a good life with him by my side! And I would like you to be at my side, too," He responded as his tongue stretched to her face and licked her cheek, which made her crawl back again, in disgust, until her back hit the wall.

"What are you even planning to do?" She asked, having no more room to crawl back as Peter moved closer to her. She had to turn her head to the right to avoid his eyes, but also the symbiote's stinky breath. She didn't want his tongue anywhere near her face again.

"Don't look so disgusted now, Felicia. You don't understand our abilities yet. And don't talk to me like I'm some kind of supervillain, alright? What I plan on doing is to finally get rid of the trash plaguing the world. And get a few wives here and there, which is why I came to you. I trust you enough to make you the main one. And if you would accept a symbiote, then we would be even more connected! We can do so much together!" He teased as he put his arms against the wall, on both sides of her head.

"Do you even hear yourself talk? That's the symbiote's effect on you! Break through it!"

"I already told you it's not. I accepted him! Stop acting so dramatic, would you? What is so bad about killing scum and befriending an alien anyway?"

"As if that was the only thing you would do!" She screamed at him.

"Hehe, you're right. I'll have a lot more fun! So why don't you join in, huh? Plus we'll fuck like we did here; it would be even better with the help of my friend here," He replied as his long tongue ran across her cheek and neck, making her want to throw up immediately. She stared at him, then spat on his face as a response.

"I didn't think you would fall so low. Sorry, but my answer is no," Felicia answered as she kneed him in the chin, then quickly jumped above his head. "I'm even more nimble without clothes on, you know!"

But just as she was about to land on her feet, Peter grabbed her by the ankle and slammed her on the floor, breaking the wooden planks as she almost lost consciousness. She groaned in pain and touched her head, feeling a red liquid drip down.

"Sorry, I still have some trouble controlling my strength. See? If I chose MJ first, she probably wouldn't have made it. Now, are you done with your rebelling phase?"

"F-Fuck you," Felicia managed to speak out as Peter shook his head and sighed.

"Why do you have to make this so difficult?" He said as he threw her in the way, then shot multiple black webs, trapping her on a giant web on the ceilling. Felicia struggled to move her spread out arms and legs and to free herself, but it was in vain. This web was too strong, and being naked, she didn't have that much of a chance. "I'll give you some time to think, okay? You either willingly join me, or you become a mind-controlled bitch. Either way, we'll fuck," He said as he crossed his arms.

"Oh, please. With the amount of superheroes there are in this city, you're already doomed. You can still turn back before getting thrown in jail or worse! Don't waste your life like that!" Felicia pleaded as she tried to tear her right arm out of the webbing only for Peter to shoot another strand of web at her torso, locking her up even more.

"Trying to appeal to me right after spitting on me? That's a dick move, but doesn't surprise me coming from you," He chuckled before jumping on the huge web and crawling towards her. Multiple small black pointy tentacles came out of his back and surrounded Felicia's exposed skin, stopping a few inches before coming in contact with her. "I'll tell you a little secret. My partner here found a great way to quickly get stronger. Whoever comes after me will end up being my lunch," He explained as some of the tentacles pierced her skin, making her clench her teeth in pain while some of them were on either side of her skull. "You're lucky I don't need you in that way, though," He added before retracting the tentacles back into his body, and jumping down on the floor.

"Peter! Wait! Please!" Felicia shouted before getting her mouth webbed.

"Can't have you screaming, sorry. I'll see you later, so stay there, okay?" He chuckled as he jumped out of her window and web-swinged away. He had a redhead to look for.

Meanwhile, Felicia lowered her head as a few tears rolled down her cheeks. She hoped it was one of those things that usually happened to Peter when fighting bad guys, and that everything would go back to normal. Oh, how she hoped…