"Where am I?"

Peter opened his eyes and suddenly found himself outside the apartment complex. However, that wasn't what confused him; it was his suit. Instead of the beat-up and torn version that he had been wearing recently, he now wore an entirely different one.

The costume is black, with a large white spider design on the chest area, slightly oversized all-white eye pieces, and white organic web shooters on the back of each hand. The arms of the white spider design wrap around the wearer's rib cage, extending from the shoulder blades down to the clavicle.

Peter looked around and noticed he was dangling upside down from a web. He was still trying to figure out how he had gotten there and where this suit had come from. He let go of the web and grabbed onto the building to get a look at his reflection. He wasn't sure what to make of it all, but he felt powerful.

Peter felt as though he were flying. He couldn't find the words to describe the sensation as he stood at the window, balanced on his own two feet. "This feels amazing," he whispered softly.

He couldn't quite master the strength yet, as he was still getting used to his powers, but right now, he felt like he could take on the world. He then tried a little something and did a flip upwards, still sticking to the building. It was incredible to feel this way; it was like the suit was granting him powers. Doing a backflip off of the building, he started to make his way down and let out a small cheer. As he continued to fall, he shot out a web, noticing that the strand was not his synthetic webbing, and looked more like a black strand of the material.

As he swung close to the street, he placed his hand against the wall and slid down, using his momentum to launch himself back up. With this newfound ability, he somehow managed to leap over three city blocks like it was nothing. He even managed to stick the landing like it was nothing. He then chuckled and pulled off his mask to get a better look at it.

Peter commented, "This is something else." as he examined it closely.

But then, all of a sudden, a pile of ooze emerged from the back shoulder of his suit and made its way around towards his face. Peter was shocked when he saw it and wondered what it was, watching as something formed within the ooze. It appeared to be some sort of creature with giant white eyes and sharp teeth.

"What...what the hell are you?" Peter asked in confusion.

"I am Venom," the creature introduced itself to him. "And you are mine."

"Where… where did you come from?" Peter questioned, unsure of where this thing could have come from.

"Let's say I hitched a ride when you were escaping LexCorp with that Tamaranian," Venom explains where he came from.

"You were there when I rescued Koriand'r," Peter said, understanding now where he had come from. "But... what did you do to me?"

Venom explains to him, "Your body... it's a suitable host for me. Your biology makes you perfect for me to inhabit for now."

Peter inquired, "What do you want from me?"

"For now, to keep you alive," Venom stated.

"And what about later?" Peter asked.

Venom chuckled and started to lick what Peter assumed were his lips. "Don't get ahead of yourself."

Before Peter could ask any more questions, Venom lunged his head towards Peter's face and prepared to bite it off.

That's when Peter jumped up and flinched as he looked around, noticing that he was on the couch in his own home. He glanced down at his body and saw that he was still wearing his torn suit; there was no sign of any blackness anywhere. It had all been a freakish nightmare. The windows to the complex were shut, the balcony doorway stood slightly ajar, and he could hear the unmistakable sound of his mother snoring across the hall.

Peter sighed in relief as he lay back on the couch. He sighed and began to relax, trying to get some more sleep. He had a big and long day ahead of him tomorrow, having to explain this whole Spider-Man thing to his mother and figure out what they were going to do about Koriand'r now living with them. Not to mention they needed to learn a little more about their new houseguest.

However, he didn't realize that his body harbored something moving within him. It wasn't an ordinary dream that he had; it was something more.

When morning finally showed its ugly face to Peter, he groaned and wanted to sleep in a little longer. However, he knew that wouldn't happen when he heard moaning, which caused him to look over and notice Koriand'r was eating breakfast with his mom. He pulled the blanket off and walked over, taking note that Koriand'r was wearing what he thought was one of his mother's old shirts and a skirt to match. He hadn't seen his mother wear those short skirts since he was at least five years old.

"Look who finally decided to join us," Lois said as Peter noticed an untouched plate for him. "Care to join us?"

Peter nodded and took a seat next to Koriand'r. When he looked over at the alien girl, he couldn't help but notice her skin tone had changed dramatically. Last night, she had an incredible light orange skin tone; now she actually looked pale.

Peter asked, "Are you okay? You look different."

Koriand'r smiled and nodded enthusiastically. "I feel incredible," she said as she scarfed down an entire spoonful of eggs. As soon as she swallowed, she went for another piece of pancake. "The bad men kept me on small rations." She then took a drink of water. "They kept me starved so I wouldn't have the energy to escape."

Peter was a little surprised to hear that what he had seen last night was her weakest. "What about that strange energy thing you shot at those men?"

"Green energy thing?" Lois questioned.

"I...it's a little hard to explain," Koriand'r tells them. "I was sold as a slave by my own father to ensure peace on my planet. They exposed me to solar absorption experiments performed on her by the alien Psions and granted me the power to channel and project that same energy into destructive blasts. I guess the English translation would be 'Star Bolt.'"

"You were sold as a slave by your own father?" Lois was shocked to hear.

"My sister," Koriand'r began to tear up. "She...she betrayed us and sided with an enemy race, the Citadel. She was...jealous of me." The Lane family just sat back and listened to her tale. "She sided with our enemy and only ceased their destruction when I was handed over. They...they did things to me over the years."

"How long were you trapped?" Lois wonders.

"About one Earth year," Koriand'r explained, gesturing toward the news footage of the wreckage of Lex's shuttle. "I was able to escape thanks to a shuttle that crashed into mine. I snuck aboard it, and that's how I ended up in their clutches."

"And that's where I found you," Peter recapped.

Koriand'r smiled and looked over to Peter. "Yes. I tried to escape one, but I was quickly recaptured."

Peter then flashed back to the moment he received his spider bite.

The top part of the container Peter swore he saw the hand inside of blew up. At least the glass was blown everywhere, and the force of it sent Peter flying into the glass containers of genetic spiders. The entire area went into a panic as smoke began to fill the room, alarms blaring and everyone scrambling to make sense of what was happening.

And that's when Peter missed one of the spiders escaping their captive cells and landing on his neck. Peter wasn't exactly sure what happened as he felt the back of his head and felt it was bleeding due to the glass that hit him. But when he opened his eyes, he looked to see something crawling out of the canister that blew up.

When the figure stood up, Peter was sure he could make out some sort of feminine figure standing up. He could make out some feet and legs through the smoke, confirming the figure seemed to be nude and had...orange Skin? That's something he definitely didn't expect. But when he looked upward, he noticed two glowing green eyes looking right at him.

Peter started to back away in fear, not sure what this figure was about to do. Then he felt a sudden jolt of pain in his neck and wasn't sure how else things could go worse. Several armed men came in and yelled at the figure who was becoming less visible due to the smoke. And Peter started to feel light-headed and found it becoming more and more difficult to keep himself awake.

He laid down his head and kept his eyes open as much as he could to watch the figure shoot beams of green energy from their fists and ran away. He couldn't keep his eyes open anymore and ended up laying his head down and closing his eyes.

Peter was shocked to say, "It was you. You were the person I saw in the fog."

Koriand'r was just as surprised by that news. "That was you?" She seemed to remember the boy as well.

"Oh, my goodness!" Peter exclaimed in disbelief.

Lois noticed the way they looked at one another and sighed. This wasn't how she had figured her life was going to go. "Okay, Kori, would you mind going to get cleaned up so we can head out?"

"Okay, Ms. Lane," Koriand'r said as she stood up and walked off.

Lois looked at Peter who seemed a little confused. "If she's going to stay here, she'll need some clothes," Lois said, sighing as she looked at the Spider-Man suit. "So, I guess you did pretty well saving her."

Peter recalled what had happened the other night. "It was... weird," he said. "I just followed my instincts, and I found her."

"Well, whatever you did, you did right," Lois admitted reluctantly. "If you hadn't intervened, Lex could have tortured that girl to death." She hated having to say the next part, but knew it needed to be said. "Superman is gone. This city needs someone to give them hope. A symbol to give them hope. I hate to do this, but if it has to be anyone, I will be glad it's you. Just please don't get yourself killed."

Peter shrugged and knew that was not the best promise to make. "I'll try my hardest."

In an unknown and uncharted region of the world, Clark Kent, also known as Superman, groaned and cried out in pain as he struggled to regain control of his body. His head began to glow red as he attempted to use his heat vision to free himself from the agony. Since the shuttle explosion, he had absorbed a life-form that had previously claimed the lives of the crew aboard.

For the past month, he struggled to fight back and eliminate the creature from taking over his body. However, when he realized how dangerous the situation was, he made a split-second decision to prevent the creature from entering the most secure facility on Earth - the Watchtower.

"I... won't let you!" Clark cried as he smashed the ground, trying his hardest to fight back against the creature. "You won't take control of me!"

"This world will fall!" Clark's skin turned gray as the symbiote within him struggled for control. "And my people will have a new home among these pathetic life forms."

Clark declared, "You'll have to deal with me first!" He did what he thought was right and spun around so fast that he dug himself into the ground.

Clark however came slingshotting out of the hole, his entire body covered in grey veins. "Already took care of it," he said.

But little did Clark know that he wasn't the only one wrestling with a Symbiote.

Peter was out and about, just trying to get back some sense of normalcy after what had happened the other night. With Lois taking Kori shopping, he thought it would be best to just search for Livewire and get some more of his web fluid. He was on the train, heading to find his hidden stash so that he could get back to being Spider-Man.

"Hungry!" a voice cried, just as Peter's hands reached up and grabbed the railing, pulling him up.

"Whoa!" Peter was unsure what had just happened and noticed the looks he was receiving. "Ha. Sorry, this…this is my stop." He then walked over towards the doors. "This is my stop."

Then, when the doors opened, Peter walked out of the train car and headed underneath the station where he kept a backpack filled with extra canisters of web fluid. He grabbed a few of them and placed a few on his belt.

"Food!" the same gruff voice called out, causing Peter to flinch and look around.

Peter asked, "Who said that?" He wondered where this voice was coming from and added, "Who are you?"

But that was when the voice went silent and Peter sensed something dangerous in the area. When he heard explosions and saw electricity flaring off down the street, he immediately knew it was Livewire.

"Let's go for round two," Peter said as he ripped his shirt off, revealing the Spider-Man suit beneath it.

Leslie shot bolts of electricity at the people, watching as they ran away in terror. She wasn't necessarily trying to harm anyone; she merely wanted to draw a specific character out into the open.

"Where oh where is that Spider-Man?" Leslie asks as she shoots another blast of electricity. "Did the brave hero give up that easily?"

"Oh, you wish!" Peter exclaimed as he swung in and landed back on his feet, dressed once more in his torn and battered costume. He had to admit he was relieved to see it instead of the black suit he'd seen in his nightmares. "I've been waiting for you to show your face again so I could give you a little payback."

"Is that so?" Leslie says with a snark. "Then let's see what you've got!"

Leslie shot a bolt of lightning at Peter, causing him to jump and let out a small shriek in surprise; his spider sense hadn't warned him. Peter quickly reacted by shooting two strands of webbing at Leslie's hands to prevent her from firing another blast of electricity.

"You see? Now, it's lights out for you, lady!" Peter said as he leaped in to punch her.

However, that turned out to be a giant mistake on his part as Leslie managed to zap herself across the way and ended up behind Peter. She then fried the webbing from her hands and shot Peter, sending him flying and smashing into an apartment. When Peter stood up, he noticed a small girl watching him with curiosity.

"Hi. Sorry about the mess," Peter said to the kid before leaping out the window.

When he reached the window, Leslie had already started charging up again. Peter didn't want the kid to get hurt, so he quickly leaped out the window to prevent Leslie from aiming the attack at someone else. At least then it would be him who got hit and not some innocent civilian. What happened next was exactly as he expected; she zapped him with a powerful blast that sent him flying into a building, ultimately landing in a heap of rubble.

"Ha! That should take care of that no-good wannabe," Leslie stated with a smile.

But that was before the pile of rubble Peter was once trapped under exploded, sending piles of debris flying everywhere. When Peter emerged, he was being moved by giant black tentacles extending from his body. He was gently placed on the ground, his red and blue suit gradually being covered by some sort of black goo until it finally matched the same exact suit he saw in his dream. The ooze morphed around his body until finally settling into place, morphing one last time before finally settling on its final appearance and cleaning itself up.

"Round three!" Peter snarled, his voice sounding similar to the one he had been hearing in his head.

Leslie didn't seem impressed as she shrugged off the occurrence. "What? You think some random costume change is going to make you fight better?"

Peter didn't even respond as he watched Leslie charge up a blast. This time, he didn't fear the oncoming attack as much as he did the first time. As she shot lightning at him, two tentacles emerged from his suit and grabbed hold of some nearby car doors. Once they had the doors, they ripped them off and threw them in front of Peter to shield him. When the lightning hit the car doors, Peter ran towards her, keeping the doors in front of him at all times, before finally leaping into the air and spinning to cover all areas of himself. After seeing Leslie finish her attack with that blast, he threw the car doors toward Leslie to fight back.

Leslie dodged the two car doors flying at her from two different directions, just as Peter's hand transformed into a giant tentacle and expanded into smaller ones. This allowed Peter to get closer and wrap his tentacles around Leslie, pushing her into the ground. Leslie charged her entire body with electricity, attacking Peter and causing him to stop using the tentacles as an offensive move.

Leslie managed to get back into the air, but Peter wasn't finished yet. Leaping into the air, his entire body morphed into a giant ball of goo and tentacles. He then charged straight for Leslie, entangling her within the mass of goo, with Peter at its center. Punch after punch landed upon Leslie, while the tentacles took their own hits as well. Finally, using both hands, Peter repeated the trick, flinging Leslie skyward once more, only to yank her back down with a standard web line. As she struck the ground, electricity swirled around her, depleting her energy reserves completely.

Peter then began to crawl toward the center of the room, and his hand morphed into a weapon to attack. But Peter stopped himself and was shocked when he looked down at his hands and saw that he was wearing the same suit from his dream.

Peter wondered how that happened as he then looked down at Leslie. It was almost like he had woken up from some strange dream. However, he remained cautious throughout the entire fight. He knew what he was doing, but how he knew what he did was a different story. Whatever he did, it was beyond his comprehension.

"Why did I...?" Peter's voice trailed off in shock as he backed away in fear and horror. "I-I almost..."

"Outstanding! You have proven yourself to be quite the host," the voice said, causing Peter to stumble around. "Now, let's bite her head off and pile it in the corner."

"Why... why would we do that?" Peter questioned, uncertain about what was happening anymore.

"A pile of bodies, a pile of heads," the voice said to him.

However, Peter didn't know what to say and just shot out some webbing to entrap Leslie until the police arrived. That was when a pang of hunger came over him, and he almost felt as if he had been exhausted by the fight suddenly.

Running his way down the street, he used his new tentacle ooze to wrap around a lamppost, giving him more momentum than he thought possible. He swung away, avoiding as many cameras as he could, hoping to reach his apartment with just one leap.