Hoho, man am I excited right now! This took a while but we made it boys and girls! I can't believe we made it this far as of this moment and it makes me happy that we made it so. Although we still have a long journey ahead of us, and I believe you'll enjoy this very much the longer this goes on. Hope you enjoy!

The following elements from this chapter have taken inspiration from:

Ultimate Spider-Man comics

Marvel's Spider-Man (2017 cartoon)

The Amazing Spider-Man comics (Stan Lee and Steve Ditko version)

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Rain kept pouring down from the grey sky filled clouds at Karakura Town, making the atmosphere settle to a more gloomy mood. 'What am I gonna do now?' Ichigo thought as he was resting his elbow on his school desk, looking over the window with the rain beating down on the window, all the while Ochi was explaining something but the redhead paid no attention whatsoever as to what she saying, 'I really screwed up big time with Orihime. I know she told me to stay away from her, but I just have to make up for what I've done. Yeah right, how could I do that if I don't even know how to!' he thought yo himself, putting a scowl. 'Hell, I probably don't even deserve to get forgiveness from her. But, I just need to try, so we could at least talk to each other again.'

He turned his head to look at Orihime, who still sat next to him. They briefly made eye contact with one another before she turned her head away, as not to look at him. Ichigo made a silent sigh to himself before he turned to look back at the window. 'Goddamnit. She doesn't even wanna look at me. Well great, just...great job Kurosaki. Why the fuck I did have to do that to her? Oh yeah, that's right, it's because some alien Symbiote decided that it was a good idea to push her away. That's why.' he scoffed at thinking about that thing before his expression settled into more of a frown. 'Still…why did it do that? It just doesn't make sense. I thought we were getting along. Guess I was wrong. I might never know why it made me do what I did.'

Minutes have passed, and Ichigo continued to gaze through the window at the pouring rain. Lighting struck in the air showcasing some light for the briefest of moments, but that was enough for Ichigo to look lower on the ground and he saw what looked to be a black creature standing on the ground, making a menacing grin that was staring directly at him, but the most knowable feature was the large white spider logo on its chest. Needless to say Ichigo looked shocked by this. He couldn't believe it. If this was what he thought it was... he looked around his classroom and he saw that mostly everyone looked bored which indicated that nobody saw what he saw now. 'It's not supposed to be here! I have to make sure nobody gets hurt!' with those thoughts now Ichigo got up from his seat and began to make an exit to the classroom.

"Ichigo, where do you think you're—"

"To the restroom!" he lied quickly as he closed the door behind him before running to the halls. 'Damn it all! I can't even clean my own mess up properly!' he then made it to the front doors, and he swinged them open as he went outside where rain was heavily pouring down on him. The rain made his school uniform get soaking wet, as he ran over to where he saw the black creature. He checked over the school grounds and he saw that there was no one but him, "Huh…no-one is here but me. My Spider-Sense isn't sending off any danger signals as well. Guess I was just overreacting." he said, with relief shown in his tone, but it still felt like that something was wrong…

Before he knew it, Ichigo suddenly felt pain shoot through his back as he got kicked from behind, making him gasp as he crashed to the walls. "What the hell?! What just happened?!" Ichigo exclaimed in shock and confusion, while he got back up from the cracked walls from the crashed impact he caused.

The sound of a wet puddle getting splashed was heard, as Ichigo looked over where it came from, which gave him a dreaded look when he saw that the same black creature he saw before was standing in front of him. "What's the matter Kurosaki? You look so surprised...or...do you prefer if we call you Spider-Man instead?" the creature said, with a toothy grin presented as always that was mocking him.

Ichigo's expression went from dread to anger now, as he gave him a glare while scowling. "W-What are you talking about?"

He pointed an accusing finger at Ichigo, all the while still presenting his large grin. "Don't play dumb with us! Don't you remember? We were with you once. We know everything about you. So there's no point in hiding anything from us."

"Tch, figured as much. I wasn't expecting you to be back so soon. So who's host did you take this time?"

"Well wouldn't you like to know? But it you must know, we can only say that we go by the name of Venom now."

"That doesn't answer my question!" Ichigo ran towards Venom with his fist raised, aiming a punch at him, which Venom blocked his fist with ease. Ichigo then went for an elbow to hit him in the face but this got blocked as well. Venom then grabbed Ichigo's face, lifting him over the air before he started to repeatedly punch his gut before pinning him down on the wet ground.

"Aww, what's the matter? That can't be all you got do you? We just barely started!" Venom said, with his grin ever so widely presented as his grip was tightly holding onto the teenager's face who was struggling to get out free, "It would be disappointing if you died this quickly."

"Mmmmmph!" Ichigo kept on trying to get out free but Venom's grip was just far too strong to get out. He could feel that he was trying to crush his skull. The teen used his webbing to fire it off at Venom's eyes, hitting them directly. Venom screeched as he loosened his grip to the point where he accidentally let him go, giving Ichigo enough time to start a counter attack by performing a bicycle kick at Venom's jaw which made him back off in pain.

Ichigo leaped away and crouched down on the ground. He was about to go in for another attack when he saw Venom rip the webs off with his hands. To his shock, he saw a tendril coming at his way. With his speed, he grabbed it with his bare hand. "Listen to me, whoever is in there, you have to stop this! You're influenced by the symbiote that's making you do this! I can help you get out of this before you do something that'll you'll regret!"

Venom laughed at this which irritated Ichigo. "Hahaha! Oh if only you knew who you were really talking to right now!"

Venom unleashed several more tendrils from his body which caught Ichigo by surprise as they wrapped around his neck, leg and torso before they threw him away as he was roughly rolling on the ground before his back crashed against the metal scaffolding, making him groan in pain,. What the hell is going on here?! My Spider-Sense isn't tingling any danger coming from him! That shouldn't even be possible! Could it?' Ichigo thought, getting back up while he held his right hip painfully.

"Come on Kurosaki! I thought this would be harder! You're just making this look so easy!" Venom taunted him while he ran at the teen. Venom jumped in the air holding his fist as he aimed it down at Kurosaki.

"Screw you!" Ichigo responded by rolling out of the way and firing webs Venom so he could throw him away from here. This was a big mistake as he didn't expect Venom to yank the webs with more force them what he was capable off, which pulled Ichigo closer to him till he threw a powerful uppercut at his jaw sending him flying in the air. Venom then jumped several hundred feet in the air, just barely where Ichigo was still flying up. Venom rammed a double ax handle at his chest, sending Ichigo flying downwards till he hit the ground hard, making him cough up blood from the force of the impact.

Venom landed down on the ground, as his tendrils began to wrap around Ichigo's neck lifting him till their faces were several centimeters apart from one another. "Eyes, Lungs, Pancreas...so many snacks, yet so little time." he smiled sadistically, wondering what parts of his body should he start off eating first…?

Ichigo saw Venom opening his mouth, showing off his razor-sharp teeth that were ready to eat him alive. Desperate to get out of this, Ichigo raised his leg as far as it could go hoping that he could kick him hard enough. To his luck it worked as he kicked Venom in the chin before he could start eating him. Venom lashed out in pain which loosened up the tendrils, which was enough for Ichigo to use all his strength to rip them off with his hands. Ichigo then went for a counter attack by performing a spin kick to Venom's body, before he went to punch his face, making him stumble back. Venom blocked the next punch that was headed for him, and he countered by kneeling Ichigo in the chest. Ichigo gasped out loudly as he stumbled back while holding his aching chest in pain. Venom went to strike again by swinging his sharp claws at Ichigo, who jumped backwards out of the way to avoid them which he managed to. However his school uniform got slashed in the way and the claws cut through his chest as well, which was bleeding somewhat..

Ichigo touched where the bleeding came from. He could only do so for a brief second before he saw Venom swinging his claws again. Ichigo leaped behind Venom so he could gain distance between them. He couldn't even figure out some strategy before Venom started firing multiple organic webs that produced from his body. Ichigo jumped in the air avoiding the first web that came at him. Then several more were going after him to which the redhead performed aerial acrobatics in an effort not to get caught. He barely dodged all of them as he got behind Venom's back and he was about to strike at his blind spot. To his shock Venom responded even faster then him and he squared a first blow before Ichigo immediately went down on the ground when the punch landed on his forehead.

This resulted bleeding coming from his forehead and Ichigo hisses loudly from the pain. He couldn't get up in time as Venom now got on top of him and he started to bring vicious assaults to his opponent. Ichigo could do nothing but take the hits that were coming at him over and over again. By the time Venom was done, Ichigo was already covered up from bruises, scratches, and bleeding on top of it all that came from mostly his face, chest, arms and some scratches came from his legs as well. The lower school uniform showed no more then his kneecaps.

Venom got off of Ichigo, and he looked at him with his grin ever so largely presented, "Wow...we must say, that was simply far too easy. We were expecting more of a challenge coming from you. This was quite disappointing, Kurosaki. Bet you miss the suit now don't you?" he mocked him.

Ichigo glared at him. "Like hell I do."

Venom ignored this. "You know, we could easily finish you right now if we wanted to. This way, you wouldn't be a bother to anyone anymore. You could remain dead, by our hand. But that would simply be an easy way out. We haven't even seen you suffer enough, not after what you've done to us. So, since we're so kind, we'll give you a second chance to redeem yourself, and hopefully give a better entertainment then what you showed now. This was kinda pathetic really."

"...When? Where?" Ichigo began to get up albeit with some difficulty in doing so.

"You'll know it when you see us. Let's just say that a sign will be more then enough for you to know. Though our next duel should begin in about...let's say, about 6 hours for now. You better make sure to win...otherwise your precious little sisters would have to pay for their lives for your consequences."

Ichigo looked at him with a horrified expression when he finished those words. His heart felt like it stopped with his mind going numb. "What…?! You wouldn't dare—"

"Now now, before you get hasty, here us out. If you win, and we mean if, then we won't get your sisters. However, if you lose, you can forget seeing your sisters ever again!" Venom then jumped away in the distance, "This is your last chance! Don't waste it!" and with that he got away from the school grounds, leaving Ichigo all by himself.

At this point Ichigo had fully gotten up right now, as he held his left arm that was throbbing in pain. The coldness of the rain kept splashing down on him; and with some of his bare skin revealed it was shaking his body. "Fuck...what am I gonna do?" Ichigo murmured to himself as fear and desperation could be heard in his voice. He just got beaten to near death by someone who copied his powers, and made them stronger on his own somehow. To make things worse now, he got threatened that his sisters would get killed off if he lost again. He couldn't let that happen!

He took a look at himself, seeing how his school uniform was horribly damaged. He grimaced as he felt the pain throbbed in his body. This would simply not do at all. There was no way he could go back to school with the state he was in now; after all what kind of excuse could he possibly come up with his injuries? Falling downstairs definitely wouldn't work as that wouldn't explain where the blood was coming from. Tripping would make it worse. This would have far too many suspicions and someone would have to escort him back, and that was the last thing he wanted right now. So, the only option available was to ditch school for the rest of the day and figure out this Venom guy by himself.

And so with that he started to limp back towards his home.

The walk felt really long; most likely due to the injuries he still withheld. But he managed to make it back home anyways. He made sure to be careful that he doesn't get seen by his family. So he took the next best approach and he climbed to his window where his room was in. Fortunately for him there weren't any people walking by so he was safe to use his powers. Ichigo slided the window open, as he rolled over his bed before he closed the window.

He took heavy breaths, as he got off his bed which was already getting wet by him. Ichigo went ahead to take off his damaged school clothes and replace them with his regular, casual clothes. "Shit…" he hissed through his gritted teeth, with the pain still thriving in him.

That guy did a number on him. But at least his regeneration was kicking in now. Ichigo sat down on the floor with his back pressed against the flat side of the bed. 'Who was that guy anyway? He just came out of nowhere and started beating the hell out of me.' suddenly a thought came into his head as he put his index finger and his thumb onto his chin. 'You know...come to think of it, how did he beat me? I can understand that whoever had the Symbiote, they get enhanced by it. But still doesn't answer my question as in how this 'Venom' was stronger then me. When I had the Symbiote, it made me stronger cause I had big-time spider powers. The longer I had it though, the more tired I felt. If it bonded with a regular human, then shouldn't I still be stronger instead?' he theorized to himself, as he only went with assumptions. 'So that means that, the Symbiote must have somehow copied my powers as well, and whoever it bonded with, gave them my powers, somehow making them stronger then me?'

Well, now he figured out how this so called Venom was stronger then him. But that only had another question within him. If he was stronger then him, then how come his Spider-Sense never warned him of any danger coming off from Venom? Could it be because he bonded with the Symbiote for so long now that the Spider-Sense doesn't see it as a threat

This made him frown. This was a huge problem. The Spider-Sense was a sixth sense of danger. It always gave him the edge against his enemies, even when the odds were stacked against him he could at least know what they could do next. But now that it doesn't work against this Venom, he couldn't predict what moves he could do next, making him even more dangerous and unpredictable. 'This is bad...this is really, really bad. I don't know what he could do against me without my Spider-Sense. Which begs the biggest question of all: How do I defeat him?'

'So, let me get this straight here; you managed to steal the powers of Spider-Man and gave them to me, which made me stronger then him somehow? Did I get most of that right?' Eddie Brock thought, as he made a telepathic communication with his own Symbiote all the while he was inside a gym working out (mostly bench pressing now).

'Well, most of it yes.' the Symbiote replied in his head. 'But there is one crucial factor you should know about. You know how I can enhance the powers of whatever host I come in contact with right?'

'Yeah? You make the hosts far more powerful then what they were originally capable of. What about it?'

'Well...that's not exactly true.'

Eddie was confused by this as he continued his workout. 'The hell do you mean that's not true?!'

'It's not more so that I made him stronger. It's that I can only bring out the maximum potential of what the host is capable of. At this case, I only brought the full strength that resided within the spider powers of Ichigo, and he stayed like this the whole time.'

'Wait up a damn minute — so he stayed at full strength, this entire time? For like, 5 days straight?'

'Yes. Though it did put his body on strain from staying in this for so long. Especially since its not used for long periods of fights.'

'Ok smart guy, if he stayed like that this entire time, then how come, oh I don't know — criminals don't have holes in their fucking chests from a single punch?!'

'Simple you idiot. I was trying to hold his strength back as much as possible so that wouldn't happen. But doing so could only work for so long. Spider-Man just had so much strength where holding it back felt like trying to fix a broken sink with a duct tape. It can only work for so long before it breaks from control.'

'Oh...I see then. Wait, if his body was under stress from using his full strength, how come the same thing isn't happening to me? I feel pretty much fine.'

'I need tons of food to supply myself with. The food in this world is indeed delicious but since money is involved it's hard to get it all the time for myself. So I took an alternative approach and decided to feed on Ichigo's stamina, and damn there was a lot of it. That is why your body is functioning better for now. Though I still need some food.'

'Well...that explains it then. So, if you managed to copy Spider-Man's powers, and gave them to a mere human like me, making me mightier, then you must have also copied Kurosaki's Soul Reaper powers as well right?'

'...Uhm...not exactly. I couldn't ever copy that, even if I really wanted to.'

'Huh? Why?'

'It's just not possible to copy powers that have magic involved, or in this case spiritual powers. It's like you normal humans trying to see ghosts, you can't just copy something that exists above this physical plane field. Honestly the best I could give you is spiritual awareness.'

'Oh. Well, that's a bummer. But it doesn't matter, we should still be able to win anyways!'

'Ok, so let's take some steps back...' Ichigo thought as he was crouching down on his bed with a thinking pose. He could feel that most of his wounds were getting better now, although they still weren't properly healed. '...I got rid of the Symbiote on that church tower I was in yesterday. From what I could remember, it did fall outside before I passed out. Except there's just one problem,' he then lied down and stared at the ceiling. 'Who did it bond with? Was it a regular human? Or is it someone I know?'

Honestly he was hoping that it was the latter option. He shuddered to think that some of his close friends were stuck with that...thing, and that he would be forced to fight whoever was trapped with. 'Though...if it did bond with any of my friends, I doubt they would get taken over without a fight. I would have felt a spike in their Spiritual Pressure that something was wrong, unless they got caught off guard, wait but even then I still would have felt something even if it was for a brief moment. Or I would have at least got informed that someone got taken over by some alien black goo.'

Ichigo groaned in frustration, so he got up from his bed and headed downstairs. 'Man...all this thinking is starting to make me hungry right now.' he didn't have to worry about his family being here for the moment as his sisters were still in school and they should be coming back soon, and his father was most likely at some another hospital so he wouldn't have to worry about anyone coming back soon. 'Sure wish there was more food, I do not wanna pass out cause of my stupid metabolism.' he went over to the fridge, opening to see if there was anything good to eat, he'd accept some sweets even. He saw that there was some chocolate bars and went ahead to pick up some of them up. 'Note to self: next time, learn how to cook.'

He ripped the paper covering, and took a bite from the chocolate. Before he could take another bite, he heard his door ringing. "Huh? Who could that be at this hour?" he asked out loudly in confusion with no-one to answer him. Ichigo closed the fridge before he went to his front door so he could open it. When he did open it, he was surprised when he saw Gwen standing in front of him holding an umbrella along with two bags. "Gwen? What are you doing here?" he asked.

"What, school was over, and the teacher send me to get your bag back to you, since you ditched school and everything." she said as she handed him his bag, which he took it.

"Oh, right. Well uh, thanks for that. So, I'll see you around then."

"Why exactly did you ditch school anyways? I'm a little curious to know."

'Cause I got the shit beaten out of me by someone who copied my powers and I had to go home to recover.' Ichigo thought. "I just…felt bored really. I mean, I missed one day of class, it can't be that bad can it?"

"Well it was a little boring to listen to, I agree with you there, but did you have to go as far as to ditch it? Well anyway, good luck with the teacher when you come back tomorrow. I'm pretty sure she's gonna chew you out."

Ichigo smirked. "I'll think of some excuse."

Gwen smirked back at him. "Good luck with that one." she started to leave so she could make it back her own home.

Ichigo closed the door and locked it before a sudden shudder came over him. He unzipped his bag and he saw his costume and his Web Shooters. This caused him to worry. 'Oh shit…did she take a peak and saw what was there? I hope not, that's the last thing I want right now. Though if she did, she would have mentioned it wouldn't she? I mean it's not like she would have kept it to herself, right?'

After eating several more chocolate bars, Ichigo heard a knock on the front door again. 'Huh? Are Karin and Yuzu back already?' He was a little confused by this, but nevertheless he went with the assumption that his sisters were back a little early. So he opened the door and instead of seeing his sisters, he was surprised when he saw Eddie standing in front. "Eddie?!" he said, with genuine shock on his voice. "What are you doing here?"

"Yo. How's it hanging, Ichigo? Been awhile since we last saw each other, didn't we?" Eddie said, with a grin shown on his face.

"Uh...yeah I guess? So, what do you want?"

"Oh you know, nothing much. I just came here to talk that's all. And I wanted to check up on you as well."

Despite his Spider-Sense not tingling, Ichigo could feel that something wasn't right about this. "What exactly do you mean by 'checking up on me' ?" he asked.

"Ah come on, I heard that Venom guy did beat you up pretty bad. Just wanted to see how you were doing."

Ichigo tensed up at this. "How do you know about that?!" he said, with shock in his voice. How does he know about that? Did he somehow cross by and was too busy to notice?

Eddie dismissed this. "Tell me, Ichigo, has anything ever went bad for you, and you could never fully fix what was broken for you?" the grin that was on his face was gone, and was now replaced by a frown as he looked upset now.

Ichigo was now confused by this. "What the hell are you on about?"

"You live in a house, you have friends, you got family, a job, and so on and so forth. You never had to worry about rent coming every month and paying it in time, you never had to worry about paying the bills as well so you don't get evicted and forced to live in the streets. No. I asked myself, 'Why do some people get to have normal lives? And why do some get to be less fortunate?' and it just really fucking sucks. I could never even afford to move somewhere else, so I could get to explore things I wanted to see…"

"...I think it's time you leave now, Eddie." Ichigo said, as he started to close the door.

Before he could fully do that, Eddie planted his foot over the door, preventing it from closing. "I was able to at least live here decently, till you came along and made things harder then before…" the blond's voice was now starting to become angry, and not only that but he was able to push the door back which Ichigo was struggling to close till it fully opened. "I thought that when that Spider-Man guy first showed up, I thought I would hit the scoop! But getting pictures of him was nearly impossible, yet somehow you always managed to take pics like it was nothing. They always look so clean, so easily visible. I kept asking how this was possible, but then I finally had the answers from a valuable source. How could you get pictures of Spider-Man, when you were him this whole time."

Ichigo was in total shock by how he knew all of this, but nevertheless he had to play dumb with him. "Ok Eddie... let's not get crazy here." he said, with a hint of nervousness toned as he started to back away a bit. "I mean, how can I be Spider-Man? I'm only 16 years old."

"True. It would be very odd it someone were to assume a teenager was Spider-Man without some sort of evidence. I think it's about time we tell him the truth."

"We?"

Eddie began to chuckle silently which sent chills down Ichigo's spine. Then, an all too familiar black ooze began to wrap around him. Eddie stood there letting the ooze take over all the while Ichigo stared, with horror and disbelief stretched onto his face as his mouth dropped as far as it could go. The ooze fully wrapped around him turning him into the familiar hulking, muscular, black and blue figure known as Venom. "Surprised?" he remarked mockingly with his long red tongue out.

"No...Eddie...you're the one who gained the Symbiote?" Ichigo said, with shock.

"Eddie...Eddie is no more. Now…We are Venom!"

"Eddie…" Venom began approaching him. "...You need to listen to me. That thing you have — you have to get rid of it! I had it, I know what it can do to you! You have to fight it before it's too late!"

"Why bother fight it, when I can embrace it instead!" Venom extended his large hand, forming it into a tendril as it wrapped around Ichigo. "Unlike you, Kurosaki! Now, as pleasurable as killing you sounds, we can't do that yet. After all, it's not the time for our showdown. That won't be around till another two hours."

Ichigo grunted. "You got to get rid of it damn it!"

"Nuh uh uh...afraid I won't do that. It's fun seeing you struggle like this you know. Just remember, two hours left." Venom then threw Ichigo through a table which got snapped in half.

Ichigo rubbed his head in pain before he looked up to see that Venom turned back to Eddie and he started to leave. He didn't dare to provoke his luck, sure he could attack him right now, but he doubted it would work. Soon enough Eddie left completely. 'Damn it all...how can I beat someone like this? One on one fight just can't work with this guy. I could try to use the sound waves that Doc Ock mentioned earlier, but I'm pretty sure the Symbiote would already know that, but what choice do I have here? I can't think of anything else to beat him with...so I guess I'll just have to trick him...somehow'

2 hours have passed in the blink of an eye. It was amazing just how fast time can fly by, especially when your mind is preoccupied with other things. As of this moment, Ichigo as Spider-Man (who was now back at peak condition) was swinging around through Karakura in search of Venom while tilting his head, as now was the time for their showdown. The problem remained was that he couldn't find him. 'Come on Venom...where are you?' the Wall-Crawler thought as he kept swinging from his one hand to another.

Then, up from above he looked at a black figure that leaped at superhuman heights from a building. "There you are…" Spider-Man murmured to himself as he set his eyes on his target before he started following him.

In a few minutes, Spider-Man had followed Venom through the city while he had managed to keep up with him. The two of them kept leaping and swinging all the while Venom kept leading to find a battlefield. When he did, he descended lower in the air as he got through the open doors of an abandoned warehouse by backflipping. Spider-Man landed on the ground before walking the open doors with his fists clenching.

"Well, well, looks like you made it on time after all!" Spider-Man glared at Eddie who was sitting on top of a stainless steel square bar that was in the warehouse they were in, giving him a mocking smile. "That's good! I was getting worried if you were gonna get late. I would have been disappointed if that was the case, considering whose lives are on the line here."

"Gee thanks a lot. I mean, why wouldn't I be here for something as important as this anyways." Spider-Man said with a blunt sarcasm.

"Now then…" Eddie jumped out of the beam he was on as black ooze began wrapping around his whole body increasing his muscle and height mass before he landed down on the ground forming cracks in doing so as he fully turned Venom. "Are you prepared to die?" he remarked with a wide grin as his long red tongue escaped.

"Like hell!" Spider-Man scoffed. "This won't end up like before!"

"Ha! Please, you could barely lay a hand on us the last time we fought! What makes you think this time will be any different? Have you already forgotten that we beated you to a pulp?" his sharpened claws directed at Spidey.

"This time I'll be the one that beats you." Spider-Man prepared a fighting stance and so did Venom. "So let's get this straight one more time; If I beat you, you won't kill my sisters?" he asked

Venom grew a smirk. "That's right. But, that is, if you do beat us. Don't forget, if we win, then we'll have to kill your little sisters."

"That's never gonna happen!"

"We'll see…"

Venom fired several black webs from his body that were aimed at Spider-Man, who made an acrobatic leap in the air, avoiding the webs in time. He charged with a kick while still in mid air, but Venom smirked at this and grabbed his ankle before he threw Spider-Man on the ground. Venom then threw him on the ground again, this time on a different direction making Spidey yell out. He did it again, only before he could hit his head, Spider-Man managed to use his left foot and kicked Venom in the chin which forced him to let go as the Web Head made a cartwheel to get away. Spider-Man made a rapid fire of Web Barrage as the web bullets were hitting Venom directly, but alas they had no effect on him whatsoever.

'Shit, well it's great to know those don't work!' Spider-Man thought in annoyance before Venom sprinted at him, throwing his fist which he managed to block by raising his forearm. Spider-Man tried to throw his punch but Venom caught it with his hand before he kicked him in the stomach. Spider-Man got pushed back as he held his stomach, and looking up he saw Venom swinging his claws at him, which he rolled out of the way, missing him. Venom tried to backhand him while slicing him, which Spider-Man jumped backwards but the claws did slice his costume and dig through his skin, by slicing his right hip. "Argh!" the Web Head yelled out painfully, as he crouched down and held his hip. He hissed as he could already feel his blood dripping.

Spider-Man looked upwards and widened his eyes when he saw that Venom was already in front of him, already throwing an uppercut against his jaw, sending him flying till he went through the metal roof causing a hole in doing so. "Uuuugh…" he groaned as he lied down, somewhat struggling to get up. 'Damn it all... It's like he knows my moves as well...' Venom jumped through the hole and saw Spidey getting up. He striked again by throwing his fist at him but his opponent rolled backwards before he leaped at him, hitting him with a double kick.

Spider-Man leaped behind Venom, but instead of attacking him he ran away from him by leaping as far as he possibly could before he started swinging, and Venom was already following after him. 'Shit, I'm gonna need more space here! But... Something about his blows feel off...' Spider-Man lowered himself as he was swinging between alleys now. The space was tight but it was nothing he couldn't handle. He looked behind him and saw Venom was still going after him. He now started to fire multiple webbings in order to catch, and Spider-Man had to look behind to dodge them. 'Think! How can you fight this guy?! He has the same powers, the same webbing, the same—' just then an epiphany struck him as he got out of the valley and he web zipped to a rooftop. '— Wait a minute! He doesn't have the same webbing as I do! When I wore the Black Suit, I never needed my Web Shooters in the first place, they were purely organic when I had it!' he jumped backwards as he saw Venom leaping in front of him. 'So...that means that the Symbiote must have made the webbing by its own substance, regenerating it over time. Meaning, if I can make him use too much webs, then he'll tire out. It's not much, but it's the only way of winning this now!'

"Come on Venom! Is that all you got!? I was expecting more coming from you! I don't need an alien of my own to beat you! I think I'll stick with the old red and black!" Spider-Man taunted him.

Venom smikred by this. "Getting cocky are we? I'm sorry, but who's the one getting their ass kicked? But…" Spider-Man prepared himself for the next upcoming attack. "...Since you prefer to die a lot quicker, we'll grant you that wish!"

Venom unleashed multiple more webbings from his body and Spider-Man made a large backflip to get away from all of them. But unfortunately, one caught his leg, making him yelp as he got pulled closer till a fist rammed through his gut. Spider-Man felt the wind knocked out of him, and soon he began to feel multiple punches coming at him from different sides. He could feel his bones starting to crack. Venom then picked Spider-Man by his collar and let go of the web. Venom reared his claws ready to end the Wall-Crawler for good. But by gritting his teeth, Spider-Man managed to grabbed Venom by the face and headbutted him. Venom screeched in pain from this. "Gyaaa!" with enough force Spider-Man got free from his grasp and spin kicked Venom's neck, but at the same time Venom also sliced half of Spidey's mask, which revealed half of Ichigo's face along with some blood trickling down his cheek.

Spider-Man backflipped away and he started swinging from his enemy again. "Come back here and fight, coward!" Venom shouted, as he leaped at him while using some tendrils to catch him. Only this time, Spider-Man managed to dodge them all and landed on another rooftop. Venom widened his eyes from this. 'Did he become faster now?!' Venom thought before he landed as well, unleashing more webbing in frustration. Spider-Man cartwheels out of the way when the first three came at him, before flipping out of the way to come closer while twisting his body to avoid more webbing coming at him.

'His webs are starting to slow down!' Spider-Man thought as a smirk was starting to cross his lips, now starting to believe he could win this. He got in front of Venom and performed a spin kick to his chest before punching his face. Spider-Man then went to use his elbow but Venom grabbed him and punched his ribs, drawing a loud gasp. Venom threw Spidey again while he started panting.

Spider-Man managed to find balance in himself by using his agility as he stood up in time, albeit barely as he reached the edge of the rooftop. He could feel that some of his bones were broken from the hits he took, but the adrenaline was pumping in his veins so hard that his mind was only focused on survival and winning. "What's the matter Eddie…? You look tired already!" he mocked him.

For the first time Venom's grin was gone, and was replaced by a glare. 'What's happening to us?! Why are our reserves depleting so much?!' He dashed over to Spider-Man, as he brought his claws out, swinging both of them at Spider-Man, who leaped in the air to get away from him. "Hold still so we can kill you!"

"And so far you're not doing your job right!" Ichigo insulted him.

Venom roared before he ran at him again. He threw a punch that connected to Ichigo's face, making him stumble back. Spider-Man then threw a punch of his own that connected to Venom's jaw, and adding it by elbowing his head. Venom raised his knee and hit Spidey's stomach, cracking bones in the process. Spider-Man did a roundhouse kick at Venom's hip, landing a direct blow. Again and again, the two combatants were striking blows, fighting a battle with stamina at hand.

And so far, the Hero was slowly, but surely winning as he kept dealing more blows then what his deadly foe was doing. But in this return his spandex suit was now more damaged then before with his eye lense now cracked. The spider symbol on his chest was completely gone as scratches took its place as well. Spider-Man managed to force Venom to use more of his webs and it was enough for him to get the upper hand. With one last attack, Spider-Man threw everything he had hitting Venom in the head. He made heavy breaths as he watched Venom fall down on the roof with his back. "I...won." Spider-Man said, with exhaustion laced from his tone. He could feel that his whole body was sore, and he felt his adrenaline leaving him, feeling like he could pass out at any minute.

Venom groaned. "Damn you...how did you even do this? We were stronger than you!"

Ichigo made a few steep of breaths. "You know, I thought that as well. I thought that during our first fight, that you were stronger than I was. But I was wrong. It only just turned out that you were a lot more aggressive." he looked at his hand. "Our strengths are somewhere around the same level. I never used my full strength in this fight till a few minutes ago, because I underestimated myself against you. I almost didn't realize how strong I really am when I go all out like this. Compared to everyone except Hulk, I really tend to pull my punches as much as I can."

Venom scoffed at this. "Tch...go figure." he groaned again as he threw his head back before he moved it again. "But I understand now. The Symbiote replicated as much of your physical powers as it could. And when giving it to a host, I became the result of all the power that you have."

"And seeing how you fight, I'm starting to understand why Orihime got mad at me.." Ichigo looked down at guilt before looking back at his enemy. ''Listen, I need to know something. Back when I got rid of you, Symbiote, when you told me that the reason you controlled my actions and made me hurt people close to me, you told me the reason why you did this was because of justice. What kind of justice did you mean by that?" Spider-Man asked.

"...It's the justice I wanted to give you, the one you wanted to be fulfilled when you were only a child." Ichigo now knew that the Symbiote was now in control, not Eddie. "You talked about it to your mother, the day before she died."

Ichigo looked confused at what he meant before seeing his foe finally going unconscious. 'He wanted to help me achieve some justice I had when I was a kid? The day before my mom died?'

"Well, it's just that, I've been watching some cartoons lately, mainly superhero ones like the one with that Superman guy. He saves people all the time but he doesn't know who they are at all. There were some other ones where other characters had these cool superpowers like the one where someone has this weird watch that lets him turn into aliens and he saves people as well. I think there were more but I can't remember the names. So I had this thought where I asked myself… what if I had superpowers too? What would it be like to save some strangers that I don't know? To protect them?"

Ichigo stood in shock when the memory flooded back in him. Now he remembered. 'Yeah...I talked to her about this before. I talked to her what it would be like to save some strangers I don't even know. I didn't even know what I was talking about back then, I just saw those cartoon characters doing it in TV all the time, and it really interested me.'

But he remembered whaf what she told him. That he should just stick with protecting the ones he know, and he agree with her more or less. 'Before I got my Soul Reaper powers, I was never fond of the idea of saving strangers cause of who knew what they could do to me. I guess I was a little paranoid back then since I was learning more about the world and the cruel reality we live in. Kidnappings, abuse, addictions, murder, mugging, rape, suicide and who knows what else happens to people that lead them to death. I lost my own mother when I ignored her advice that day. I was in utter shock, and I thought she was right about what she said, so for her sake I ignored my wishes and sticked with what she told me to do.'

But it wasn't still something that he could fully repress. Despite the technology there is in 2017, people still kept dying anyways. He would never admit it, but he he hated that. This was for the reason why he acted as Spider-Man. 'Since I became Spider-Man, I noticed I became dedicated to save strangers from danger. But saving those people... just felt really good to me. That alone became my reward, and there was nothing greater to me then doing that. I have these amazing powers where I can save so many lives. Why should I just stop at saving this city? With my Soul Reaper powers, I should be able to save the whole world when I get the chance! So this way, no one else would suffer. No one else would be sad. Everyone else would get to have happy lives, even if I don't become part of that in the end.'

Ichigo made a weak smile as his eyes were fixed at the sun that was out at the horizon. "Now I finally know what I wanted to be all this time. I want...to become...a Hero of Justice." he told himself. 'Sorry, mom, I know what you wanted me to do. But this time, I will make it up to myself for that mistake that I made. I know what I must do now. And I will do everything I can to fulfill that.'

Suddenly, he felt his adrenaline stop working. The wounds in his body and the exhaustion had finally gotten to him, as Ichigo started to fall down from the rooftop till he landed on the sidewalk, making him go unconscious.

Ichigo opened his eyes, as he found himself to be standing on a hill on some desert where the sun was setting at the horizon. The sky was settled with the combined colors of blue and orange with the clouds settled calmly. The atmosphere in the air felt so fresh, and the way the sun was shining in this desert made him feel...good. Ichigo found himself to be in his spandex costume still, however it shined vibrant blue before it completely changed to his regular Soul Reaper shihakusho (minus the red strap and the sword on his back).

The most interesting thing that peaked Ichigo's attention, was that there were swords struck on the ground. "What even is this place? Where am I anyway?" the carrot top asked himself in confusion. He began to walk down on the hill looking around to see that there were so many swords here, he began to wonder if there were infinite of them, whatever this place was. "Hold on a minute...these aren't any normal swords. They're Zanpakutos!" he looked around again, this time he could see that they were indeed Zanpakutos. Not just any normal ones, but the ones he came across with contact. "They're everywhere…is there no end to this place? Why are there Zanpakutos here in the first place?" he looked a little lower and he could see his friend's swords were here as well. Byakuya's, Rukia's, Renji's, Ikkaku's, Kenpachi's swords were here. And so many more.

Ichigo went to pick up Byakuya's sword, and he stared at it. "But how come all of these swords...feel like they belong to me now, instead of their owners?" he had so many questions to ask now.

Ichigo sat up, frantically looking around to see where he was but he could only see white curtains blocking his view. He felt sheets covering his whole body, along with a bed he felt underneath. "Wha- W-Where am I?!"

"Ah I see you're up now. I was just about to check on you again to see how you're doing, you got up sooner then I expected. That's good." the curtains were removed which has Ichigo look up to see Ryuken standing upfront.

"Uh...and who are you supposed to be?"

"Is that really any way to address your doctor?"

"Doctor? Wait a minute, am I in the hospital? How did I even get here?" Ichigo looked around and saw that he had bandages wrapped around his wounds, the same ones that he took during his battle with Venom. And he was still in his costume…this was already causing him to get worried. "Oh no…"

Ryuken saw the worry in the boy's eyes. "If you're worried about that costume, then you can be rest assured that no one else in this hospital saw you behind the mask. Only I and the most trustworthy nurses know about this."

Ichigo breathed a sigh of relief before the door of the room opened, and Uryu stepped in the room. Needless to say Ichigo was stunned by this. "You're up already I see." Uryu said casually as he closed the door. "How are you feeling?"

"Uryu? What are you doing here?"

Uryu was about to speak but his father beat him to the punch. "He found you lying down on a sidewalk, bleeding mind you. He's the one who got you here in the first place."

"I could have explained by myself thank you very much…" Uryu said with a glare.

"Then next time you'll have to speak faster."

A small tension grew in the room between both Quincies. Ichigo coughed on purpose which brought the attention back to him again. "So…how long am I gonna stay here, exactly?"

"Well, luckily for you, your bones have only been cracked, not broken. So you are only gonna stay here for a day, at least. Now if you excuse me, I have other patients to attend to." Ryuken said, as he walked out of the room before closing it.

"...What exactly happened to you?" Uryu asked.

"Huh?"

"What caused you to get these injuries? And what's with that costume you're wearing? Who were you even fighting?"

Ichigo took a sigh. "Alright fine…I'll explain everything. This is gonna take a while…"

Phew. Finally finished with this chapter! I hope you enjoyed this, I know I did writing this. The next chapter might come out in a month or so.

Also there might be some of you confused about this. Such as when Ichigo says that he's 16 years old, and not 15. Well there's something my friend found out and I gotta explain why this is the case: Well it turns out that Ichigo was only 15 at the Substitute Shinigami arc only. In the Soul Society and other arcs he was 16 the whole time. So I hope that cleared some things.

Here is the preview of the new chapter.

[Preview]

'Come on...where is it?' he thought to himself as he was running towards the squad 12 barracks. 'I don't have much time left now. I can't just wander off aimlessly in these places, otherwise I'll get spotted in no time. I gotta check if anyone else is getting close to me.' Ichigo closed his eyes and tried to focus everyone's Spiritual Pressures. So far he wasn't getting good results. 'Come on…focus...focus...focus...focus!' he squinted his eyes shut, trying to find any energy that was close to him. 'Damn it! I can't make it work at all! Wait...maybe I can use my Spider-Sense to sense others. It can warn me of danger, so maybe I can try to extend it's reaches? Well it's worth a shot.' he began to focus…

When he opened his eyes again, he was in total shock when he saw that his field of vision had completely changed. Everything around him was glowing like moonlight on the ocean. 'Wow...what did I just do?' he extended his arm and it looked like how his vision was presenting him. 'This is so cool! Did I do that by focusing my Spider-Sense? I didn't even know I could do that!' he looked behind the doors and to his confusion he saw nothing more red, gold, manifested auras on people that looked to be Soul Reapers patrolling the area they were in. The golden and white colors interested him as there were some buildings shown there. 'I have no clue what these colors mean. Though the yellow ones do seem better then the red colors. Pretty sure red means enemies.'

"And where do you think you're going?"

Ichigo widened his lenses before he turned around to see Soi Fon standing in front of him with her arms folded, giving him a cold stare. Behind the black mask, Ichigo was sweating in a bit of nervousness. 'Shit! I knew I should have moved over the barracks!' Nevertheless he tried to keep his cool. "Oh hello there. I don't think we've met before, have we? How's it going." he greeted her casually.

"Cut the crap. What are you doing over the Squad 12 barracks?! What do you seek there intruder?!"

"...Would you believe me if I said I dropped my coupon tickets somewhere here?"

Soi Fon grew a small grin as her eyebrow began to twitch. "Oh...well aren't you a smart guy. Since you won't give me a proper answer, I guess I'll have to beat it out of you instead." she cracked her knuckles before entering a proper fighting stance. "Actually, I think I should thank you right now. Cause truth be told, I've been feeling really, really stressed out lately from all the work I had to do, and I can't exactly find anything, nor anyone to take it out on. But now that you're here, you may be just what I need to vent out all of my frustrations. For your sake, I hope you survive long enough against me so I can calm down again."

Ichigo went to defend himself, as his strange vision returned to normal again now that he was cut from focus. "Sure, how do you wanna kill me? Want it to be a quick one or a slow painful one. I am totally in the mood for dying anyways." he said sarcastically. 'That's odd. Why isn't she drawing her Zanpakuto out? Is it because she's not taking me seriously as a threat? Well, whatever the reason may be, it increases my chances in survival anyways.'

[End preview]

See you all later!