In the heart of San Fransokyo, Spider-Man swung through the night, his mind clouded by the malevolent influence of the Symbiote. After everything they had been through together, his family had practically shunned him for everything he'd done.

"After everything I've done for them." Peter snarled as he swung through the city. Searching for the Chameleon to put him back behind bars for good. "I've done everything for my family. And this is how they treat me? Well, who needs them? I don't need them. I've done this before without them, and I can do it now!"

As Peter descended on the hideout of Yama, his eyes burned with an unnatural fervor. The crooks looked up at Peter, whose only response was a snarl at the criminals in Good Luck Alley.

"Where is your boss?" Peter growled at them.

But they didn't answer. Instead, they raised their guns and opened fire on the hero. But Peter wasn't worried as the bullets bounced off him and he jumped into the middle of the swarm. The criminals stood no chance as he pounced upon them, his movements more brutal and unforgiving than ever before. Each punch and kick was accompanied by an unnerving, guttural growl.

The gang members, taken aback by the sudden ferocity of the usually friendly neighborhood hero, fought back with all they had. But Spider-Man, under the influence of the Symbiote, seemed impervious to their attacks. His agility and strength were amplified, and he seemed to revel in the chaos he unleashed.

Amidst the cacophony of the fight, Spider-Man demanded the information he sought, his voice laced with a menacing edge. "Tell me where your boss is! And maybe you won't suffer as much!"

One criminal had the idea to come running at him with a knife, so Peter responded by turning around, swarming a whole bunch of tentacles in his fist before punching the criminal. He was sent flying into the wall as Peter snarled at him.

"Where is he?!"

One of them tried to reach for his gun, but he was terrorized by the sight of their usually compassionate foe turned into a vengeful force, caved under the pressure, and revealed the location he sought. He growled at the man and stepped on his gun, crushing it instantly.

"Where!?" A more menacing voice that wasn't Peter's own demanded him.

"He...he's down at the bot fights." The crook confessed as he pointed to the building across the way. "Please. Don't...don't hurt me."

Peter didn't respond as he wrapped his tentacles around the crook's leg and tossed him through the window of the building where Yama was. When he leaped into the room, he saw his arrival silencing the entire room. He usually looked the other way at installments like this because they were usually harmless. Only small robots got hurt, but right now, he was fueled by so much rage, and he was ready to put an end to this finally.

"Where's Yama?" Peter growled, not messing around anymore.

Everyone stepped out of the way and allowed the hero to spot Yama as he was confused as to what was happening. "Uh...hi?"


Yama didn't even know what happened next, but the next thing he knew was he was dangling off of the roof of his building with Peter holding him with a tentacle so they were at eye level with one another. He whimpered in fear and terror when he saw just how high up they were, now realizing how his victims must have felt.

"Chameleon." Peter went straight to the point. "Where is he?!"

"I don't know what you're talking about!" Yama cried.

"Rip him apart."

"Then you are no use to me!" Peter then dropped Yama. He screamed in terror as Peter stretched out and grabbed him by the leg, yanking him back up. "Ready to talk?"

"Alright! Alright! Alright!" Yama was starting to become terrified of what this hero was capable of. "I hired him to frame you for some petty crimes! His name is Dmitri Smerdyakov! He likes to go by the Chameleon!"

"I don't care about his fancy name, where can I find him?" Peter demanded to know.

"He-he's doing another job for me downtown!" Yama answered. "Stealing some tech for me at some new science facility setting up shop."

"Thanks for the tip." Peter said as he dropped Yama. He watched for a second as yama fell to the ground and turned to start swinging off to find Chameleon. "Now let's go for a hunt of our own."

Yama was lucky when he hit the ground; he landed on a pile of trash (and not to mention he's pretty fat), which managed to cushion his fall. He hit the ground and groaned just when GoGo skidded to a stop and took notice of the whole scene. She couldn't believe that Peter had done that. But considering what had gone down between him and his sisters, she had a feeling he was in an emotional wreck right now. She needed to stop him before he actually killed someone.


Hiro looked over the scan that Baymax took of Peter and saw whatever this creature was, it had spread across most of Peter's body. Honey was trying her hardest to get in touch with Teresa, who only received answering machines.

"Teresa, please call me back. We think Peter might be in trouble." Honey said as she left the message and hung up. She looked over to the others in worry. "Nothing."

"And nothing from GoGo either. Her comms must have been damaged." Wasabi guessed.

"Baymax, is this thing dangerous?" Hiro wonders.

"Peter appears to have a...parasite. Amplifying his powers, but also draining him. Changing his body's chemistry, and his brain waves." Baymax showed them what the suit was doing, even showing that it was bonding with Peter's brain itself.

"Oh, this is bad!" Hiro said in concern. "So, we don't know what this thing is, what it can do, or how to stop it."

Then the door to the labs opened and Karmi walked into the room. "Hey, anyone here?"

Hiro jumped in front of Baymax which had the screen projection playing. "Karmi! What are you doing here?"

Karmi held out a flash drive she retrieved from her pocket. "Uh, I just thought I should drop this off to Peter. I know he usually works late nights," she was searching around the room for him. "He here?"

"Uh, no, but we can hold onto that for him." Hiro wondered if this had anything to do with the parasite Peter picked up.

Karmi wasn't sure about that but figured it would be okay since Hiro and Peter talked more often. "Okay." She then handed it to Hiro. "Don't go breaking it or anything." She then left, leaving them to plug the drive in and see what's on it.


Chameleon was making his way into the new facility while activating his mask to disguise himself as his current target to get what he needed from them for his task to be completed. He made his way inside and the man behind the counter was surprised to see him.

"Mr. Osborn, we weren't expecting to see you here until everything was completed." The security guard greeted him.

"Time stops for no man," Chameleon tells him, walking past the scanners without needing to be checked out.

Making it to Norman's office, he managed to get into the room and started to hack into everything the company was doing. Once he had everything he needed, he started to make his way out as if nothing was wrong. As far as anyone was concerned, he was Norman Osborn. And as soon as he made his way outside, that was when the trouble started.

When he reached outside, several strands of black tentacles grabbed him and yanked Chameleon far up he smacked into the roof of a building. Chameleon groaned as his mask began to glitch, rain pouring down on him as he looked over and saw an angry Spider-Man staring him down.

"You and I have some unfinished business, Chameleon," Peter growled as he grabbed Chameleon by the throat. "We could snap your neck right now!" He snarled, and Chameleon watched as a sort of mouth was forming in the base of his mask. "But we want to toy with you." He then threw Chameleon off of the roof.

Chameleon cried as he smacked into the adjacent building and smacked into an air conditioner on his way down before smashing himself into a dumpster. He crawled out and whimpered as he looked up and watched Spider-Man snarl, crawling on the roof as he was ready to pounce like a lion.

"RUN!"

Didn't have to tell him twice!

Chameleon got up and ran for his life as Peter leaped off the roof and chased after him.


Hiro plugged the drive into a computer and they saw there were tons of video files on something. He clicked on one of the earlier videos and they saw Karmi setting the camera aside before turning to the table where it looked like she had a small sample of the same thing Peter's suit is made out of as well as

"My tests on this creature have made my recent hypothesis correct," Karmi said as she was recording her findings. "But it's more than just a symbiote, it's...it needs a sort of host to survive. It needs to...attach itself to another living creature. It can't fend for itself and exposing it to heat seemed to have damaged a very number of its cells. It is similar to the relationship between tapeworms and dogs. Tapeworms can't survive without dogs and latch onto them."

Karmi then opened the container to release the portion of the Symbiote into the container holding one of the guinea pigs. She watched as the small Symbiote then latched onto the animal and crawled its way inside. Vanishing a few seconds after latching onto the creature.

"Now...let's see what happens when you attach it to a host," Karmi muttered as she fixed the camera to capture everything between the two animals. But as she was sitting there waiting for something to happen, she got an alert to warn her she was going to be late for class. "Oh, shoot."

Karmi got up and grabbed her project for the next class and raced to make sure she wouldn't be late. Just as she left, the Symbiote consumed the entire guinea pig and made it attack its cage-mate. The parasitic guinea pig killed the second one in the cage before the parasite began to consume the animal it was attached to.

Once it finished with that, the parasite tried to use the corpse of the animal as a way to escape. It didn't end well as it turns out the walls were heated every time something smacked against them. The parasite was weakened by the heat and used up all of the energy from the Guinea pig and tried to find a new source of food.

"Oh, my god." Honey Lemon said in shock.

"That's what attached to Peter?" Wasabi asked.

"What is this thing?" Hiro asked as he zipped to one of the more recent videos.

The recent video showed Karmi with the piece of the Symbiote trying to break out of its container.

"This has started to become more aggressive lately. Almost like it wants to go somewhere. I...I think there might be more of it out there." Karmi explained as she turned the camera to her concerned face. "And I think it yearns to be whole."


Chameleon tried everything. Hiding as other people. Running as far as he could go. But no matter what he does or how far he goes, Peter is right behind him. Peter leaped down in the middle of the alley as Chameleon tried to run from him. Peter just slammed his fist into the ground and the Symbiote spread a tendril of itself into the ground reached Chameleon's feet and yanked him into the ground.

"It makes the host stronger."

Chameleon whispered in fear, and tried to call for help but who was listening in Good Luck Alley? When he was dragged back towards Peter, he grabbed Chameleon by the chest and used the tendrils to raise the two of them into the air.

"It makes them faster."

Peter was done holding back. He started to deliver punch after punch to Chameleon's face, watching as his mask glitched out and morphed into several different people. Norman Osborn. Spider-Man. Alistair Krei's assistant.

"But it also makes them more aggressive."

Peter didn't let out, even when the mask was shattered and he finally saw the true face of the man underneath the mask. Dmitri Smerdyakov. But he didn't care who was underneath the mask at this moment. He wanted to let out all of his anger. Everything that has happened to him. With Ben. With May. With his sisters. His friends. He was only a better Spider-Man because of this suit. He was invincible. It took him weeks to find this man, and he was going to pay for it all.

"Easier to anger."

Peter looked at the injured face of Dimitri and saw he seemingly had enough. His face was bruised and even bloody in some places.

"The most kindest of creatures to the most violent. They all have one thing in common with this creature."

Peter then turned his hand into a sharp object and was ready to finish the job.

"Rage."

When Peter raised his fist to impale it into Dimitri, a disk came flying and sliced his tendril, causing him to screech in anger, turning to see what just happened. When he turned around, GoGo came sliding up the side of the building to reach their height and reached them to grab Dimitri and stretch the tentacle to free him from Peter's grasp. She then leaned him down against one of the lamp posts and quickly cuffed him so he didn't escape. When she turned around, however, that was when things got weird. She looked and saw no trace of Peter anywhere.

"Pete?" GoGo called out quietly as she looked around. She then eyed a tunnel under construction and was a little scared. She never thought that she would ever be scared of Peter in her life. He was the kind of guy who was scared of her more than she was of him. Seeing nowhere else he could have gone, and hearing the snarls and growling coming from the tunnel, she guessed that had to be where he was. She tried to gather herself so she was ready for what she was about to do. "Woman up."

GoGo then slid down the small hill made it into the tunnel and started to search the area. She used a small flashlight that she had attached to her helmet to see, but all she saw was constriction equipment everywhere.

"Pete?" GoGo called out, expecting nobody but the two of them. "Hey, listen, it's me."

GoGo then skidded downward to try and find him. But when she got close to a car down there, Peter came crashing on top, tendrils coming from his back and he screeched louder than GoGo had ever heard him before. She removed her helmet due to the screeching to cover her ears and was scared of Peter. When he started to scurry down further into the tunnel, GoGo tried to follow him slowly.

"Hey, listen! It's me!" GoGo tried to talk to him. "I want to help!"

"Help?" An eerie voice that definitely didn't sound like Peter asked. "How could you possibly help us? You're only getting in the way!"

"Us?" She wasn't sure she was following what was going on. "I know you're hurting, but you almost killed a guy," GoGo stated. "You need to talk to me. Let me help."

"We don't need your help. You don't know what it's like. Your parents left you. You don't know what it's like for your family to leave you for one mistake!"

GoGo couldn't believe he pulled on that thread and was a little hurt to hear that. "Okay, that was a low blow, Pete!" She then threw her disks to bounce off the walls for some lighting. "Come on, lets not start this. Can we just talk?"

She then came across Peter on the ceiling, screeching and throwing tendrils everywhere as if he were fighting some invisible force. GoGo wasn't entirely sure what to do here but watched as his punching was causing water to leak and figured that meant water was above them.

"Stop! You're gonna flood the tunnel!" GoGo warned as she rolled over to stop him.

But when she got too close, the Symbiote reacted and backhanded GoGo, sending her flying into some metal pipes. When they hit the ground, they caused a vibration that GoGo didn't notice was disturbing the Symbiote. When it did, the mask went back and gave Peter a second to see the scene he was in.

"GoGo?" Peter was shocked to see she was harmed, and by the looks of things, it was by his hand. "What did I do?"

But before he could fathom any more, he was consumed by the creature yet again and screeched in anger. The Symbiote stretched tendrils onto the ceiling and started to try and punch his way out to escape the noise. GoGo got up and watched as he violently tried to escape. When she made her way close, she stopped the pipes from vibrating and watched as the Symbiote began to calm down.

"Peter?"

Peter only stared at the ceiling before slowly turning to face her. He snarled and stretched his arms out and GoGo was starting to back off in fear. "RUN!" That was all he said.

Using a tendril to smack GoGo against the wall, he leaped off the ceiling and was ready to finally get rid of her for good. GoGo covered her face and knew there was no way she was going to outrun him like this. That's when a rocket came flying in the form of a fist. The rocket fist came flying in and punched Peter out of the tunnel, sending him flying onto the other end of it and he saw he was in a construction zone.

The Symbiote growled as it got back up just to watch the rocket fist return to Baymax's arm as he flew down with Hiro on his back. "Of Course..." He snarled at the two's arrival. "The prodigal son returns."

"Pete," Hiro called as he jumped off of Baymax to come closer, carrying a container attached to his back. "You gotta listen to us. That thing is a parasite. You gotta take it off!"

"Take it off?" Peter asked with a growl. "I was this close!" He then stretched his tentacles out just when Honey Lemon came in and threw chem balls that froze them in place. "You think that will hold me back!?" He then ripped the tendrils free of the ice and stretched towards Honey Lemon. "Get over here!"

Wasabi jumped in and used his blades to splice off the tendril, causing Peter to screech in pain as he backed off and clutched the arm that was separated. "Come on, Pete! It's us. Your friends."

"Friends?" Peter asked, almost like he was questioning it. But then he slowly tilted his head to face them with an angry look in his lenses. "I DON'T NEED FRIENDS!" Then he used the Symbiote to cover the entire area in symbiote goo to keep them from escaping. "Let's see how much you need me!"

"Uh, are we really going to do this?" Fred asked in fear. "Because I might need a bathroom break to change suits."

Honey then leaped and tackled Fred before a tendril could crush them into the wall. Wasabi shrieked as he ran to try and escape the wrath of this Symbiotic Spider-Man. Baymax and Hiro came flying in, grabbing Peter and going straight up to try and pry him free of the suit. Peter was already working on punching the armor off of Baymax, but luckily they decided to go with the armor that held its own against Knox.

"Come on, Pete! You're stronger than some suit!" Hiro cried out. "You have to stop listening to it!"

"And what? Listen to you?!" Peter asked, punching Baymax in the helmet, throwing the robot off course and causing him to drop the hero. "You're not the hero here, Hiro!"

Peter then used the tentacles to latch onto Baymax and spin him around while throwing him towards the ground. Luckily Baymax managed to catch himself before he could hit the ground and coushined Hiro on the way down. But when that happened, Peter came down and stretched his arms out to grab all of them and smash them into the ground. Struggling to get out, Honey managed to start typing out a formula she hoped would work.

"I NEED this suit!" Peter snarled in Hiro's face. "It makes me a better Spider-Man!" He then growled and leaned closer. "You just want it for yourself!"

Hiro didn't waste time as he grabbed Peter's mask and started to yank at it, trying his hardest to get the suit off of him. "All I want is to save you! You helped me! I just want to help!"

"I'm the hero! I don't get saved!" Peter proclaimed.

Honey then managed to finish the formula and threw it towards Peter, watching it slowly roll down and explode in a cloud of fire and smoke. It only managed to hurt the Symbiote a little bit this time but it was enough for them to break free and try and find another avenue to fight him off.

"Why are you doing this!?" Peter called out, trying to see through the smoke. "I made you! You owe me!"

"We know you don't mean that, Peter!" Honey cried from behind a pillar, creating another chem ball, this time to make it so it would freeze him. "It's the suit talking!"

"All I wanted was to save everyone!" Peter cried, locating Honey Lemon and stretching a tendril her way.

Honey shrieked and jumped out of the way to avoid it, watching as Peter brought down the entire side of the house in the process of being built. Baymax and Hiro went to fly right behind Peter to tackle him, which he managed to dodge and use against them. He smaller Baymax's head into the ground and caused the robot to lose control and Hiro to be sent flying off of his back. He then jumped off of Baymax and watched him crash into a brick wall that pummeled on top of him and Hiro.

Wasabi used his distraction to go in and grab his friend from behind, using his lasers to keep him from trying to escape that way and holding him with his arms in an X formation. "Dude! The suit isn't who you are!"

"I can't let this go, Wasabi!" Peter struggled to escape his grasp. "I am finally what everyone needs me to be!"

"That suit is changing you!" Wasabi stated as he tried to keep a grasp on Peter. "It's only using you for power. You're nothing to it!"

"Shut up! Shut up!" Peter cried, stretching a tendril out of his back and sending Wasabi flying. Fred came in and tried to contain Peter in a ring of fire. "Everyone in my life has abandoned me!" He then stretched up and grabbed Fred by the leg. Spinning him around, listening to Fred cry in terror, he then threw Fred and saw him crash into some portapoties. "This suit is the only one I can rely on!"

Baymax then came out of nowhere and he slammed Peter into the ground. "Get it off him, Baymax!" Hiro demanded. The robot started to try and pry the alien off of him, listening to Peter scream in pain as the suit was being pried off of him. "I get it, Peter. You're hurting. And listening to how you got where you are, I understand. People in your life keep leaving or dying. But I know how that is, too." he tried to sympathize with Peter. "I kept losing people in my life, too. I blamed myself for what happened to my brother. And if I thought some suit could save them, I'd willingly do anything. But you have to be stronger than that."

"Shut up!" Peter then used a tendril to grab Hiro and throw him off the robot. Once the boy was gone, Peter used the tentacles to leak his way into the armor of Baymax and ripped it apart from the inside. "I am..." he then tossed the robot aside and didn't seem to be able to finish that thought. "I am..." Then he saw his reflection in a puddle of water and wondered how to finish that statement. "Who...who am I?"

Peter started to back off slowly when he saw all the chaos he had caused. He looked down at his hands and was scared at what he was able to do. He then started to back away and shot out a web to swing away. He didn't know what was going on. His mind was feeling like it was being torn to pieces. he didn't know whether or not these were his thoughts or the thoughts of the creature he was wearing.


"What have I done?" Peter asked as he swung his way around the city. He landed on top of a building as the rain poured down upon him. "I attacked them. I hurt them." He then looked down at his hands. "Are they right? Is this suit changing me?"

"FOR THE BETTER." Peter spun around as if he was expecting that voice to come from someone else. "We make us stronger. We make us better. We do not need them. We don't need a team. We only need each other. We don't need anyone."

"What?" Peter asked. "No, that's...is that how I feel?"

"They want to separate us. We make them scared. We are stronger than them. We don't need any of them."

Peter then started to realize what was happening and came to his senses. "No. That's not my thoughts!" He then grabbed a handful of the Symbiote and started to try and rip it off. "You're the reason for all of my pain!"

"Stop! We need each other!"

"I want you off!" Peter cried as he tried to rip it off.

"Think about this!"

"I did!" Peter ripped off a fraction of the suit from his arm, only for it to regenerate itself. "I don't want this power!"

"We could be so much together!" Then the suit stretched and latched Peter's hand to the ground. "Imagine if you had us sooner!"

Peter's mind was then becoming hazy and he was back in time on the day of the showcase. When the fire happened and claimed Tadashi's life. He looked down and saw he was wearing the Symbiote. But that can't be right. He never found the suit back then. Then he looked around and noticed that the entire area was burned and scorched. When he looked down at the ground, there was some sort of silhouette, making it seem like he created a dome around him. But why?

"Pete?" Peter looked down and saw that he was protecting Tadashi. His friend gave a smile and chuckled. "Thanks for the save."

Peter started to back up in fear. He wasn't sure how or why, but he needed to make it stop. Then when he turned around, he was in the underground lab where Jackal was supposed to have unleashed his disease on the world. He looked and saw he was back in his fight with Warren, punching him in the face several times before Jackal was able to just take the hits. He watched as the Jackal was seemingly in more pain than he remembered. Then he watched as the Symbiote grabbed Jackal by the throat and took the two of them to the surface.

When Jackal was out of the way, he saw Otto was having trouble with the machine. "It's set to release some sort of gas through the city, but I can't stop the machine." Otto was sorry to say. "There's not enough time."

GoGo reached the door only to see it was currently on lockdown. "I can't get out!"

Peter looked between the two options and wondered what their next move was. "Is there anything we can do?"

Otto walked around and started to try and come up with ideas when he got a terrible one. "The river. Drown it." Peter nodded, getting ready to do just that.

Peter stretched out dozens of tentacles from his suit, stretching and ripping the foundations of the suit.

But before anything could happen, Peter got GoGo and Otto out of the room, the movement ripped the machine out of the ground causing the machine to fall into the water. An explosion goes off and this time there were no casualties.

"We make us better." Peter tried to make the voices stop. Covering his ears as he scurried in the darkness. "You can't stop us! Your family left you! We are the only one left who hasn't abandoned us!"

Peter then dropped down to his knees and whimpered and started to cry as he felt that the Symbiote was right. He was alone. He wasn't strong enough to stop this creature alone. He then dropped down and stayed down as the Symbiote latched onto his back, finally taking complete control of his body.

"You need us. We make us stronger. We are stronger. We are not alone anymore. We are one! We..."

As the Symbiote continued to consume Peter's real body, his entire torso became the center of its transformation. The Symbiote began to take on a more muscular and humanoid form, towering at an enormous height of 10'4 feet. This new form was the biggest version of Peter yet, and it was truly a sight to behold.

The Symbiote's new form also had a mouth with two rows of long and sharp fangs, similar to what Globby had seen in the fire. It also possessed an elongated tongue, which added to its menacing appearance. The form's eyes were modeled after Peter's eye lenses but made them more gooey and lifelike.

As the transformation progressed, Peter's skin became rougher and slimy, and tendril-like structures began to extend throughout his body. Additionally, an extremely long spider emblem began to take shape on his chest, which extended all the way to the upper quarter of his arms and back. The emblem was an impressive sight to behold and added to the form's overall grandeur.

Lastly, the form gained jagged white hand patches, which gave it a unique and fearsome appearance. Overall, the Symbiote's transformation of Peter's body was truly remarkable, and it was clear that it was now a force to be reckoned with.

"...ARE VENOM!"