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

I wanted to add a little more to the chapter but I felt it would be better for the flow of the story to leave it as it was. Plus, I'll be taking a trip for about a week and a half in a few days so I also didn't want to leave you guys hanging before I left for it. Hope you enjoy).


The silence in the room was deafening as a staredown between Flash Thompson, the newly minted football player and Eddie Brock, the veteran quarterback of Midtown High as the latter held a vice grip on the former's arm.

Peter stared up at Eddie. The memories all came flooding back to him about this day. Flash did indeed stop to torment him but Eddie had come to save him. He wasn't really sure that would be the case this time around and was relieved to see that it was. However, he did have to wonder just what made Eddie change his mind. Last time they talked, the tall blonde former jock felt nothing for disdain for them…so what was different now?

Flash seemed to be going through a mental journey of his own. His eyes seemed to be mixed with emotions of annoyance, anger and a hint of fear in his voice. He said nothing for a few moments before saying "This doesn't have anything to do with you, Brock. Stay out of my business and we'll all get along ok this year on the team"

"Flash, man, seriously. I don't think the coach is gonna like us getting tangled up with the quarterback. Just let Parker go this time and let's get out of here. He's not worth all this trouble" Rand said, trying to reason.

"Oh and since when are you this egghead's buddy, huh? You getting soft there, Rand?" Flash asked Rand who opened his mouth for a moment but then closed, not wanting any further drama to stir up.

"You should probably listen to him, Flash. You may think whatever tension between you and Pete is your own business but I got news for you. Anything concerning Pete is my business. I've known him even longer than you have, Eugene and I'll level with you. He can be high strung and selfish sometimes…and maybe on some level, he does deserve something like this…but I'll be damned if I ever let a punk like you who cares more about his own popularity than his friends be the one to do something like this to him" Eddie explained to Flash as his glare deepened.

At first, Flash didn't know what the hell Eddie was even talking about…however, the cogs in his head started to turn as he realized that he was only one of two people, Peter included, to know a damning secret of his.

"Uh…Flash? What's this guy talking about?" Kenny asked the non-official leader of their group with a raised eyebrow.

Flash at first said nothing but proceeded to speak after a few moments. "It's...nothing. Why don't you and Rand head off to class…I'll deal with Brock myself"

Kenny instantly put on a look of protest. "But Flash-"

"No…no. We probably shouldn't have tardies on our record if we want to stay on with the team. Just head down there and I'll meet up with the both of you later" The younger of the two blondes insisted.

Rand and Kenny at first just looked at each other, then back at Flash before looking at each other one last time. At that point, they just shrugged and turned to walk down the hall towards their first class period. Sally, noticing Rand began to walk by, gave a little pose and tried to look cute. A million words were written on her face when he just continued to walk, not even noticing her…and none of them were nice. Liz just comforted the blonde girl by squeezing her arm. The duo of best friends just followed the freshly minted football players, leaving Flash, Eddie and Peter alone together.

"I'll be the first to admit Peter can be stuck up, along with being selfish, greedy, inconsiderate and a whole lot of other things that I wouldn't consider flattering…but he'll forever be a better guy than you and you know full well why. The both of you were closer than even me and him were growing up and yet at the first opportunity to join the popular crowd in school, you decided to shove him aside" Eddie practically spat at Flash.

"Oh please, don't give me that crap again. I ditched Parker because he was-" Flash tried to explain before Eddie cut him off.

"Cut the crap. We both know why you stopped being friends with him. As the both of you grew up, you were insecure about yourself and wanted to be popular. You had a shot at being popular in middle school but you knew you would never fit in with the popular crowd as long as you had a 'nerd' that wore glasses and a pocket protector for a friend. So you started picking on him, teasing him, calling him names, giving him wedgies, shoving him in-" Eddie went on before Peter interrupted.

"Eddie, I appreciate you sticking up for me but I would really not want to be reminded of that right now" Peter said, groaning at the thought of his middle school days.

"Point is: You can make up any excuse you want but you're nothing more than a sellout who abandons his own friends for their own benefit. That's why you'll never have my respect, Flash. At least not while you're like this. Peter can be manipulative and sometimes even backstabbing but I know in every single scenario, he's got my back. Now get your hands off of him and start getting to class" Eddie said, shoving Flash's arm off Peter, who gave a sigh of relief at finally being able to walk on his own now.

"You have no idea what I went through being Parker's friend, Brock. Even when I wasn't going after the popular crowd, I still had trouble making friends with him by my side at every second" Flash huffed, folding his arms.

"Oh, don't I? How do you think I looked when people saw that I hung out with someone 2 grades below me and who was considered a 'geek' and a 'nerd'? You think I was getting invited to parties before I made the high school football team? Hell no but I stood by him because we were basically brothers growing up and if I was given the option of going out to parties with fake friends every Saturday or going studying with him, I'd choose the latter every time. Now quit wasting both of our time and get out of here. Your 'in crowd' awaits you" Eddie spat at the future star player of the Midtown Magnets.

Flash just stared between him and Peter and just scoffed.

"Whatever. I have better things to do right now that dealing with someone clearly not worth it…but just know Brock's not gonna be here forever to protect you, Puny Parker…watch your back" Flash said before straightening his new letterman jacket and proceeded to walk down the hallway, leaving the both of them alone.

Peter just let out a sigh of relief as he realized he had been saved. It had been a while since he experienced something like that. He let out a simple "Thanks" towards his 'savior'.

Eddie just shook his head. "It's whatever…and honestly thank Gwen…or I guess flashback Gwen or whatever she is, still not really sure how this whole thing works…she convinced me it was the right thing to do"

"Either way, thanks…listen Eddie…I owe you an apology, a big one, actually. I'm sorry I took those pictures of Dr. Connors. I realize I should've done something else for the money. I was just desperate and I kept on thinking about how to support my aunt. I know now that's not an excuse for what I did. I'm also sorry for keeping the secret that I was Spiderman from you. I know I've been a really bad friend and there's no real excuse for my actions other than I thought that it was the best. I also know it'll take a long time for us to fix our relationship but I really do want to prove to you that I can still be a good friend to you and to everyone else in my life. So…if you're willing to forgive me for my mistakes…I'd like to maybe…start over and start anew " Peter said, apologizing as best and as sincerely as he could. Though he really didn't know how convincing he was.

Eddie just stared down at Peter. This wasn't the first time he had heard Peter apologize for this but this was the first time he was actually listening instead of letting his anger make a predetermined decision not to accept it from him. He was still angry with him of course but this time it was…different. He couldn't really give an explanation why, he just felt more calm and relaxed now. Was it that the symbiote's influence was fading or could he sense some sincerity in the apology, he couldn't say. All that he knew was that Peter was being more straight up than he had usually been to him throughout the year they had been rivals. After a while of not speaking, he gave a sigh.

"Look, Pete…I'll say first and foremost that I'm not ready to forgive you yet about the things you've done up to this point…but if I'm being honest, I'm sick and tired of being angry all the time. It's tiring and look where it's taken me up to this point. If both Gwen and the Connors are able to forgive you then…Maybe I'm willing to admit I overreacted a bit" Eddie said. While he said this, Peter could swear he could see a hint of what was for the first time in a long while a genuine smile from someone he once considered his older brother. He held out his hand for it to be shaken.

Peter couldn't help but swell up a little tear in his eye. Why, he didn't really know. This wasn't an apology for how he'd been acting since last year or forgiveness towards Peter for his less than heroic actions throughout the last few months. However…this was enough for now. It was a step in the right direction, something they hadn't gotten in a long, long time. He grabbed Eddie's hand and shook it with a small smile.

"Thanks, Eddie" Peter said before he and Eddie let go of the other's hand.

"Alright…so where do we go from here?" Eddie asked, suddenly getting from a bit sappy to straight to business. If the both of them had been paying attention, they could almost see the school around them begin to dissolve and blackness began to fill around them once again. The flashback had officially ended, it looked like.

"Well the symbiote has weaknesses as you probably figured out by now like vibrations and fire, something I just learned tonight…but the one thing it's most vulnerable to is their host being happy or thinking positive memories" Peter explained.

"Because it feeds on its host's hate and anger" Eddie finished for Peter, knowing this all too well with a slight shame in his voice. It was truly the one thing it 'loved' him for, he knew it from the start and he had been idiotic enough to think it was true love.

"Right. The best way to do this is to think of happy memories or memories that just made us smile and all of them have to be with someone that we consider a friend or someone that cares about us. It hates even the thought of someone being able to replace it" Peter further explained, beginning to talk fast as he knew the symbiote could come out and try to take over again at any moment.

"Ok…you know that's kind of hard to do when I spent the last 9 months in the nuthouse packed with crazy people and supervillains, right?" Eddie asked with a raised eyebrow, not really thinking how this was going to work.

"I know, Eddie. I get it's been rough for you for a while now and I'm sorry. Truly. I'm not going to lie to you, it is very hard to do this but I swear to you it's doable. I've had less than pleasurable experiences in my life growing up too and I managed to beat it but we both have to stay confident and again: positive. If the symbiote even senses either of us' fears and doubts, it will use that to its advantage and take over again. So for your sake…think of everyone in your life that's helped to make a good difference in your life" Peter said, practically pouring his heart out at this point.

Eddie just sat and contemplated this. He didn't really know if he could do this but he seriously didn't want to be the symbiote's puppet again. Growing up in a Catholic orphanage, he didn't have too many happy memories. He was beaten with a ruler a lot of times by the nuns and didn't make many friends. Also never being adopted meant he never really grew up with a father and mother figure in his life. There honestly really wasn't many people in his life other than the occasional girlfriend in his life but considering how he fell out with almost all of them, they didn't really inspire happy memories. Honestly, the only good memories he had in his life were people like Peter and Gwen along with both of the Connors.

He remembered going to Coney Island with Peter and Gwen. He loved the memories of him trying to get both Peter and Gwen into the tunnel of love. Gwen in particular would always act flustered about the idea and pretend it was a crazy idea but there was no denying the look in her eyes that she desperately wanted to. The memory even made him chuckle.

Peter looked around and could see the darkness around him start to ripple and he could faintly hear a hissing noise. He let out a wide smile. This was working! This was actually working!

"Yes, that's it, Eddie. Keep thinking of good memories. It looks like it's working!" Peter exclaimed to the older blonde.

Eddie resisted the urge to tell him to shut it and let him think and just continued to do what Peter suggested. He kept thinking of the memories that made him feel good. How he celebrated with Gwen and Peter after they had learned he had been accepted to ESU, the Connors taking him out to dinner when they had offered him a job as a lab assistant, all the years of family dinners with Peter, Ben and May. It looked like he had a lot more happy memories than he had originally thought.

Peter could practically feel the symbiote losing its control over Eddie. Despite not being bonded with it anymore, he could still sense the growing anger and frustration it had as it tried to regain its strength over the blitz of vibrations it just had from the cathedral bells. Peter was seriously hoping they could both be detached from it before it came to full strength again.

However, despite the progress that Eddie seemed to be making, he was having trouble constantly coming up with memories that made him feel happy and loved. While he did have a few people in his life that cared for him, he could count them all on one hand. As more time went on, it was becoming increasingly difficult to keep this positive feeling he had as he could only come up with a handful of moments in his life that made him feel truly loved.

Eventually, the difficulty of having to constantly think about happy memories was starting to get to him and a sense of doubt started to pass through him. Peter could feel this too as well. While he tried to fight it, he too was getting nervous as well. If the symbiote managed to get a hold of Eddie again, it may very well never give him control over his own body again. This was nothing to say of what would happen to Peter. He was technically bonded with the symbiote now as well. What would happen to him if the symbiote managed to succeed?

"Come on, Eddie. Don't lose focus! Fight it!" Peter said, trying to encourage Eddie. However, he didn't really know he was doing more harm than good as the pressure was really starting to get to the tall and buff blonde.

The growing feelings of fear and doubt from the two young men proved to be too much to bear for them. With the symbiote sensing their uneasiness, it finally was beginning to grow in strength again. Unbeknown to both of the boys, it suddenly began to take a sort of humanoid form in the shape of the once famous (And sometimes infamous) black suited Spider-Man and it continued to grow until it was in full form and because of the uneasy state the both of them were in, neither of them noticed until it was too late.

The symbiote ran towards the both of them from behind and with brute force, jump kicked Peter in the back and knocked him forward as he fell flat face on the ground. Peter groaned as he collided with the surprisingly solid surface. Despite it being their subconscious, it still hurt as if it was real.

Eddie looked in shock towards the symbiote and then began to turn and run in the opposite direction of the monster trying to take over its life again. The symbiote simply laughed at this and simply shot ooze like webs towards Eddie's back. Of course, it easily hit his body and this caused him to stop in his tracks as he by himself was no match for the strength of this mysterious alien lifeform. With one simple yet strong pull, the symbiote forced Eddie back.

The alien just stared as Eddie flew back towards him until it managed to grab him by the scruff of his shirt and lift him up as if he was just a doll. One could almost hear the silent laugh the symbiote let out as Eddie realized he was in a rather helpless predicament.

"Get the hell away from me! You're not taking control over my life again" Eddie said, trying to wriggle his way out of the symbiote's grasp.

"We don't think so, Brock. We're not going to be rejected again, especially not by someone like you" The symbiote proclaimed as it stared at Eddie through the lifeless imitation of Spiderman's white lenses. Eddie just stared at it in fear, unwillingly feeding it strength.

Peter finally recovered from his injury and stood up. He tried to make a run at the symbiote but a swift back punch in the face was enough to knock him back down. The symbiote had regained all its strength it looked like.

"Let me go! You're nothing but a controlling parasite. I don't want to have anything to do with you anymore!" Eddie said, continuing to berate it, desperately trying his luck. The Spiderman shaped symbiote though looked unphased by this.

"Eddie, Eddie. Come on…you're getting the wrong idea about us. We go a little overboard sometimes, we know…and maybe we went a little overboard tonight as well. It's just a habit we need to break, that's all. We can end this here and now but we need your help here" The symbiote said, trying its hand at charming Eddie once again.

"Forget it. I'm not killing anyone tonight. Not Pete. Not May Parker, not Gwen Stacy. Not anybody. I'm not going to kill or hurt anyone that doesn't deserve it" Eddie said, despite the fear and doubt, he also seemed to surprisingly (Even to himself) be filled with determination not to be taken over again.

"Killing Peter Parker is for the greater good, Eddie. You know that. Just think about it. There's dangerous villains like the Green Goblin, Doc Ock, Vulture, Sandman and god knows how many others due to him swinging around and getting on people's bad side. If we kill him, there wouldn't be any more supervillains that Tombstone, Osborn or anyone would need to create. We would then kill Tombstone, Octavius, Toomes, O'Hirn and everyone else who would put the public in danger. We would be heroes, Eddie. You would be a hero and everyone would be grateful for it" The symbiote said, using its persuasion skills to the max on the blonde they currently held a tight grip on.

Peter, recovering once more and leaning up from the ground (Or whatever it was in their mind) and tried to intervene. However, this time, he decided it was wiser to do it vocally instead of physically.

"Don't listen to it, Eddie! You know how deceitful it is. This isn't any different!" Peter exclaimed, trying his best to make the older man see reason.

"Stay out of this, Parker. Let Eddie decide for himself what's best for him. He doesn't need you to constantly lecture him" The symbiote snapped back at the brunette, who took a step back, worried that the alien lifeform might strike again.

Both beings took a good long look at Eddie. The choice from afar seemed obvious but it looked as if Eddie was having a mental battle right now. Under the circumstances he was in, making a rational decision was getting more and more difficult to do. Over the past year, he felt the only person he could trust was the symbiote…but after everything that had gone down tonight, after losing complete control over his own body…he honestly didn't know what to believe anymore. Peter of course was still no saint in Eddie's eyes but the actions of the symbiote tonight really put into question how much the symbiote had been manipulating him this whole time.

However, the choice inevitably was clear. He answered with a simple shake of his head.

"No…absolutely not. I'm doing being your puppet. For the past year, you've amplified my anger and frustration towards Pete and turned it into something that wasn't. Then you made me go after people I wouldn't dream of hurting like Gwen, May Parker and other innocent people. No matter what you say, me and you are nothing alike and you're no victim. You're a complete monster and I'll be damned before I let you have any sort of say again in how I live my life" Eddie said, not buying the shtick that the symbiote was putting on. He knew who he was and he didn't need a black ooze to tell him what he wanted or how he should act.

The symbiote at first said nothing. Just stared up at him through those lifeless white lenses. They stayed like that for the longest time, not speaking to one another though the tension was extremely visible between them. After what seemed like an eternity, the symbiote finally spoke up.

"Well…I guess we'll just have to take over full time then. We're not going to be rejected a second time, Brock, especially not by you. Hopefully though, you'll someday learn to appreciate us" The symbiote said as it then placed its hand on Eddie's chest. The hand then began to dissolve into the original ooze like substance the symbiote was made of. Eddie looked down in horror as it began to engulf his entire chest. He was being taken over again.

Peter, seeing this, decided that he couldn't stand by anymore. He needed to act. This time, he went in hard. He ran towards the symbiote, dodged a back punch aiming straight at his face and tried to do a swift kick to the back of its body (Or at least to the body it formed for itself). However, quick to act, the symbiote caught Peter's leg in mid air. Peter looked in shock at this.

"Surprised, Pete? When we're here in the subconscious of your mind, we reign supreme. We know your every strength, your every weakness, we can read you like an open book. That was the ultimate flaw in this plan of yours: Letting us back in. Now there's nothing and no one that will stop us from taking back control again and killing you once and for all" The symbiote declared before throwing Peter by his leg to the side.

It let out a little laugh as another attempt made by Peter on them failed miserably and he was left lying on the floor. Eddie just stared at all this in horror as the ooze began to engulf even further, now moving upwards to his shoulders and down his arms. It looks like there was no stopping this now.

"Have no fear, Eddie. We'll take good care of you" The symbiote said, letting out a wicked laugh while grinning like a maniac. Scenes like these were truly the stuff of nightmares.

"Well now…it seems you boys had more to tell me than you let on" A new voice said. This particular voice made everyone's eyes widened and it made the symbiote in particular grow fearful.

They turned their heads towards the source of the voice. A figure was seen in the distance. It was exactly who they thought it was.

"Y…you!" Was all the symbiote could muster.