Miles looked up and saw that it was Martin Li, formerly known as Mr. Negative, who saved him.

"What are you doing here" he asked him.

"Are you alright" Martin asked him.

Miles quickly turned his attention back to Peter, who was laying on the ground and surrounded by symbiotes.

"Spider-Man" he exclaimed.

Martin jumped up and punched the ground, creating a shockwave of energy that sent the symbiotes flying. However, it seemed like it was for nothing as whatever was left of the Venom symbiote inside Peter was trying to take him over again.

"He said there was still some of this thing inside him" said Miles.

"I see. I think I can clear it out of him…but only if I go to the source" said Martin.

"I'm going in with you" said Miles.

Martin nodded as he used his powers and both he and Miles were transported inside Peter's mind, which was a shadowy version of New York. Him and Miles started moving forward, trying to locate the source.

"Where are we" Miles asked him.

"We're inside Spider-Man's mind. I've seen what those creatures do to people around the city. They get in your head, twist your desires" he replied.

"Mad they stole your routine" Miles asked him.

"I know you're joking, but you're making my point. This thing…it fears my power for some reason. And I- WE are the only ones who can find where it lives" he replied.

"So we clear this thing out at the root and Spider-Man's free" Miles asked him.

"That's the plan" he replied.

"Alright then" said Miles.

They both make it to a gigantic symbiote biomass.

"It has a stronger hold on him than I thought" said Martin.

"Alright. Weaken the symbiote, take back control and use our powers to save Spider-Man. Where do we start" Miles asked him.

"We have to find the source of his pain. Follow me. I'll try and lead you to where it's darkest, but I can't promise what we'll find" he replied.

Martin then used his powers and opened a portal to the darkest parts of Peter's mind. It lead him and Miles to the place where all of Spider-Man's villains are locked away – the Raft.

"Is this" Miles was cut off.

"The Raft. Home sweet home" said Martin.

"These are all the people he's put away" said Miles.

"It makes sense why Spider-Man would think about this place. Most of us are here because of him" said Martin.

They both found another portal at the end but just as they were about to cross it, Miles was dragged back by shadowy versions of Spider-Man's villains. Including Doctor Octopus, Vulture, Scorpion, Electro and Rhino.

Both Martin and Miles kept fighting wave after wave of shadows when everything faded to black. When it was over and they could see again, all of the shadows were dead.

"Did you do that" Miles asked.

"No" Martin replied.

"The symbiote…it killed them all" said Miles.

"The problem's solved" said Martin.

"That's not what Pete thinks" said Miles.

"No, but it might be how he feels" said Martin.

They both pressed forward and saw that the shadowy versions of the supervillains were dead.

"All these villains. He really thought the suit could solve it all" said Miles.

That was when Martin saw himself there as well.

"Is that…me" he asked.

"You caused a lot of pain, man" Miles replied.

"A debt I will spend the rest of my life repaying" said Martin.

They went through another portal and saw an island in the distance with a house that Martin recognized.

"May's house" he uttered.

"I haven't asked Pete about her in a long time. What's wrong with me" Miles asked.

"When you get caught-up in one part of your life, it's easy for the rest to fall away" Martin replied.

They entered the house and found that the symbiote has a hold of it as well. After they walked upstairs, a tendril attacked Miles but Martin destroyed it with his powers.

They walked through another portal and found themselves at another familiar place in Peter's life - F.E.A.S.T. but it was also covered in symbiote biomass.

"F.E.A.S.T" Miles uttered.

"I built my life around this place. This will probably be the closest I'll ever get to seeing the inside of it again. Not that I deserve to" said Martin.

"Li, why did you do it? What did you want" Miles asked him.

"Revenge. Norman Osborn's the reason my parents are dead, so I dedicated my life to making his hell. I'm sorry Miles" he replied.

They finally got to the source. Martin tried to use his power on it but the source resisted it.

"No, there has to be another way" said Miles.

"We have one more option. If I can transfer all of my power into the symbiote, I think that could neutralize it…and free Peter" said Martin.

"What'll happen to you" Miles asked him.

"I guess we'll find out" he replied.

Miles took off his mask.

"If this is my last chance to say anything to you…I won't forgive you. It's just not in me. But I can't carry this hate for you anymore, man. So, let's set things right. You and me" said Miles.

Miles and Martin shook hands, finally glad to put everything behind them. Miles put his mask back on as Martin began to transfer his power into the symbiote. It tried to fight it but Miles quickly stepped in and aided Martin. After a big explosion of bright light, it was over and the source was destroyed. However, Martin's powers were now gone.

They both walked through the hole and stumbled upon a sad sight - Peter crying over Aunt May after her passing.

"I'm sorry, I'm sorry" he wept.

"Pete" Miles uttered.

He grabbed onto his shoulder and him and Martin exited Peter's mind, returning back to the real world. Martin's powers were gone but the symbiote wasn't trying to take control of Peter anymore.

"We did it" said Martin.

"Come on, Spider-Man" said Miles.

However, with Martin's powers now gone, the other symbiotes weren't afraid to get close anymore.

"Spider-Man, wake up" Miles shouted.

Peter gasped and woke up. He stood up and that was when a white symbiote enveloped him, resulting in a white suit with a black spider. He looked it over before looking at Miles and Martin, who were equally as surprised.

"Go! I've got this" he said.

Miles grabbed onto Martin and he swung away, leaving Peter and his new Anti-Venom suit to deal with the symbiotes.