This takes place during Season 1, Episode 8: The Alien Costume Part 1 of the Spider-Man TAS.


Peter, are you awake? I just wanna… May stopped her sentence as she realized Peter was dead asleep.

May regretted making her nephew angry after making the comments about Spider-Man. Yes she would never like Spider-Man but she also knew he means a lot to Peter.

As May sat down on the side of Peter's bed, she stroked his hair. You remind me so much of Ben, May whispered to herself with a sad smile. Suddenly she heard a noise coming from Peter's wardrobe.

May slowly walks towards where the noise came from and finds Peter's Spider-Man costume covered in what she thought was black tar.

Someday, I hope Peter stops taking pictures of Spider-Man. May sighed as much as she respected his admiration for Spider-man yet she didn't understand why her nephew liked him so much.

What has Peter been using this suit for? It's so sticky and gross, May commented as she decided to clean it.

Meanwhile, the symbiote was annoyed it didn't get to bond with the host it had chosen; right as it touched Peter's feet, May had walked in and it had to retreat back to the laundry basket as not to be discovered.

But it needed a host as soon as possible otherwise it wouldn't survive much longer. Without any choice, it decided this "May" person had to satisfy it for now. As May threw the laundry into the washing machine, she tried to pre-clean the dirty Spider-man costume but the "black tar" refused to dissolve. Some of it touched May's hands.

Ugh, what is wrong with this tar? May was irritated when suddenly the symbiote made its move as it started to spread across her arms. May dropped the brush as she panicked. But before she had the chance to scream, the symbiote latched onto her mouth, subduing her screams to a muffled sound.

It continued to spread across her body; as it covered May's eyes, darkening her vision; May woke up in an empty New York.

Where am I? Before she could figure out where she was, the whole ground shaked. May tumbled to the ground, landing on her butt. Suddenly in the distance, a big black and shadowy monster was crawling towards her.

May ran in the opposite direction as it chased her. May was scared for her life as she tried to escape but the monster just destroyed everything in its way. May entered into one of the buildings, hoping she would be safe. It walked past her; May took a breath of relief as she thought she lost it, not noticing, everything was too quiet.

Suddenly, the roof of the building was torn off as the monster found its meal. May was frozen in place as she stared into the monster with fear. It grabbed her as May screamed hoping someone would help but no one came. In her last moment, she hoped Peter was going to be alright without her. The monster consumed May and everything went black again.

May screamed as she woke up.

That was just a dream, thank the g… Spider-Man? May said as she looked into the reflection, seeing Spider-Man wearing a black costume. And why is everything upside down? May turned her head from left to right, not understanding what was going on.

Over there, that's Spider-Man, sure don't look like him, Pilot #1 said.

Who else could it be? He changed his costume to fool us, Pilot #2 said.

Wouldn't wanna do a mistake, Pilot #1 responded.

For Jameson's million, I'll take that chance, Pilot #2 determined to capture Spider-Man.

As the helicopter flashlight flashed at May, it blindsided her, causing her to lose grip.

Wait, I.. AHHHHHH, May screamed as the webbing snapped and she was falling at a high speed to her death. Suddenly, her body moved on its own as from her left hand, a web fired towards a nearby building as she leaped over a tall building and almost made it to the next building as she grabbed the ledge.

May had barely any time to assess the situation as she pulled herself up and the pilots were hot on her tail.

Please, wait I'm not Spider-Man, May held her hands as she tried to explain.

Nice try, Spider-Man, you won't fool us, Pilot #2 shouted through the speaker and pressed a button, firing non-lethal ammunition.

May panicked again, not knowing how to react when her body once more moved on its own as she did several backflips, ran and jumped from building to building.

Finally, May gained enough distance and rapidly walked down the fire escape but the chaos didn't stop as several civilians were waiting for her with homemade weapons ranging from baseball bats, pans to chains.

I'm not Spider-Man! she tried telling them but it fell down on deaf ears as they only cared for the prize money.

GET HIM! They yelled as all rushed towards May. Her body acted again as she grabbed one of them without even sweating and threw him against a group of civilians.

May had given up, trying to understand what was going on with her and let her body do the work. She didn't like what she was doing as her body kicked, clawed and punched her suitors one after another.

As she grabbed the last civilian, she lifted him up and threw him. But when May realized no one was going to save his fall.

NOOOO! May yelled as she instinctively fired webbings beneath the man, dampening his fall.

May was distraught as she had hurt a lot of innocent people, all bruised and some were bleeding. May couldn't take it and ran away.

I need to get away! May huffed as she was getting tired from all the running from all the angry New Yorkers. Then she saw a manhole and opened it up with her super strength and headed down the sewers to safety just in the nick of time as a series of shadows of New Yorkers was hot on her tail.

Where did he go?! FIND HIM! As they spread out.

Meanwhile beneath them, May had crumbled to the floor as the rush of adrenaline faded. Leaning towards the wall and holding her right hand on her head. May tried to make sense of the situation.

How did I end up at that building? Why am I wearing a black Spider-Man costume? Where are these powers coming from? Why did I hurt all of those people? May had a lot of unanswered questions and she had no answers to a single one.

She needed to breathe as she tried to pull out the mask but it refused to budge. She tried to pull harder but it bounced back to her face like a gummy band and the sound of slimy goo as it readjusted back to her face.

May gave up in frustration and sadness as she put her hands on the ground, her face down not knowing what to do. Suddenly her mask opened up. May didn't expect it and took a moment to calm herself down.

Sitting down, she began analyzing her newfound suit.

It feels strange, it looks like latex but the material and texture, it's all slimy, smooth and… comfortable as if it perfectly suited my body, May talking to herself as her hands slided down the suit, getting a feel for her costume.

May tried to remember how she could have gotten it when she suddenly remembered the black tar and how it spread all over her. You're the black goo on Peter's Spider-Man costume! May spoke to her suit, suddenly she felt someone was talking to her.

She was disturbed as she assumed someone was in the sewers looking for her. She looked everywhere but she couldn't figure out where the sound came from until she looked down at her suit.

May yelped as she learned her suit was alive. It wasn't making human sounds when it talked to her via her mind. it was more of a series of noises but May somehow understood it as it was saying, "it was indeed alive".

Where did you come from and why are you on me? May asked. Instead of talking, it communicated to her by flashing a series of its memories.

The symbiote showed it had traveled from a planet called Klyntar from an unknown galaxy and sought out a powerful host.

I see, then why me? I'm not strong and do you have a name? It revealed it was trying to bond with Spider-Man but May interrupted the process and it was in the need of bonding asap otherwise it wouldn't survive for much longer thus it chose her.

May was in disbelief as she learned the truth about her nephew is Spider-man, it explained so much and it hurt her even more as she realized all those times she ranted her frustrations, she was hurting him. As for a name, it simply said no.

What should I call you then? The symbiote didn't understand why it would need something like a "name".

What about Galaxy for now? Since you're from outer space. May suggested. Galaxy… it had a nice ring to it and even if it didn't care for a name, it figured it was a good way to get closer to its host.

Ok Galaxy, one more question, why do I have Spider-man's powers? Galaxy explained how it can copy hosts' powers and augment them on top of its existing abilities by simply touching them for a few seconds. Essentially she not only had her nephew's powers and was stronger and in time she could do much more with a permanent bonding.

Permanent bonding? May asked. Once more it flashed before her eyes, showing May the process, tendrils entering her body, replacing her organs and bones and merging their DNAs becoming in this case a symbiote/human hybrid.

But it said, it would need some time with its host before that could be achieved. May felt uncomfortable by the idea of a permanent bond, imagining how gruesome it would feel to get your organs destroyed from the inside. Thus May changed topics. So what else can I do?

Galaxy asked her to imagine any clothes she desired. May imagined her usual clothes and low and behold, the costume dissolved into several tendrils as they spun around her body, morphing into the clothes she desired.

Then it asked May to aim her right hand towards the dirty and smelly sewer water. Black tendrils sprouted from her arm and grabbed an opened can. May then easily crushed the can with one hand and shaped it into a sphere.

May was amazed at what she could do and felt the rush of power she couldn't even begin to describe. May imagined herself back in the black Spider-Man costume without the mask and in a snap, she was wearing it.

She didn't want to let the powers go as for the first time in many years, she was feeling truly alive. Becoming old, there were things she struggled to do the simplest task but if she could convince Galaxy to stay, she could do whatever she wanted.

And who knows what maniac you will end up with? May thought to herself.

Galaxy, I know I'm not a powerful host but would you consider staying with me for a while? May asked. Galaxy pondered, sure May wasn't the best choice but it felt a strong connection with her so it decided it would stay with her for now.

May decided it was time to leave and walked deeper into the sewers. She could easily see through the pitch black environment thanks to Galaxy's powers, giving her enhanced vision.

Sometime later, she found the nearest manhole to her home and swung the rest of the way back, this time she could enjoy the swinging without worrying about a helicopter chasing her.

May entered through the open window and as it was still nighttime, she sneaked to her bedroom without waking up Peter. Whom she decided to keep her other a secret.

May imagined herself in a nightgown and headed to sleep.

Goodnight Galaxy was the last thing May said before she fell into a deep sleep. Galaxy used its tendrils to tuck the duvet over a sleeping May. Thinking of staying permanently.

Epilogue


Which it would do, in time May and Galaxy bonded, becoming a superheroine alongside her nephew Peter/Spider-Man but it would be a while before May revealed her secret. Furthermore Galaxy learned how to speak the human languages.

But it wasn't all smooth sailing as they had their arguments/conflicts and at one point, especially with May avoiding to commit to a permanent bond as she was afraid of losing her humanity. Their different opinions caused a rift big enough to where Galaxy left her and ended up with an array of hosts who became formidable foes to May and Spider-Man, corrupting Galaxy and all of May's teaching went out of the window.

But in time, May and Galaxy now calling itself "Venom" would find their way back to each other as both had grown up and when the time for a permanent bonding was calling, this time May didn't hesitate and accepted to be with Venom for the rest of their lives.

Safe to say, May didn't regret it one bit.

The End.


Been on my mind for the longest time doing a fanfic where May becomes the host of the venom symbiote and seeing how Marvel is doing all these what ifs comics with different Marvel characters becomes a host to a symbiote like Black Cat, Black Widow, Loki and many more. I figured why not do one on Aunt May, seeing as there already exists a universe where she got bitten by the spider. Surely there's a universe where she ends becoming a host to a symbiote.

Anyhow, thanks for reading!