Chapter 20

It was extremely late in the night, practically the next day. Team RWBY and Glynda were now in the nurses office with an unconscious Peter on one of the beds. James had been taken away on one of his ships for further medal attention due to the blood loss from his now missing organic limbs.

The girls stayed cautiously away from Peter at a certain distance, waiting to see what happened next. A few moments later, Ozpin came in with a smile with four crates of chocolate.

"Pardon me if I sound disrespectful, but why did you bring those crate" Weiss asked the headmaster.

"Just wait and see." Ozpin replied ominously.

The girls just get confused looks, they decided to wait and see what exactly he meant once Ozpin he set the crates next to Peter.

They all watch as nothing happened for the next few minutes, suddenly they all see the symbiote come out of Peter. Yang was about to do something, but was stopped by Ozpin holding a hand up. The girls continued to watch, reluctantly, as the symbiote move towards the crates. It then formed it's head with eyes and looked at the crates. The symbiote then produced a tendril to open the crates, revealing chocolate inside. The symbiote then opened its mouth, multiple sharp teeth showing as it then grabbed a mouthful of chocolate and started eating it.

As the symbiote chewed it's food, it turned its head to the girls, a mix of multiple emotions on their faces. "What? Never seen an alien lifeform before?" The symbiote asked sarcastically.

The girls didn't say anything not sure what to say next. They just fought a monster of red ooze, and now they were watching one of black ooze just eating chocolate.

Breaking the silence, was Ruby who decided to ask, "Pretty much, why are you eating chocolate?"

"Phenethylamine. Keeps me feed and sane." The alien lifeform decided to answer. It then finished chewing, re-entered Peter's body, healed him slightly, and came back out again to eat more. "Any other questions?" Venom asked the young huntresses.

"I have one, what the heck are you?!" Weiss shouts.

"My offspring already told you earlier. Or were you all too traumatized to remember?" Venom grunts.

"Klyntar….." Blake spoke out, "That….thing back there, it called itself a Klyntar, and you are it's parent, correct? And what exactly are you doing to Peter?" Blake asked.

"Good, someone payed attention. While I don't consider myself one anymore…" the symbiote began as it healed Peter and went back out to eat again. "That is my species, and to answer your second question I am using this chocolate as fuel so I can heal Parker from his injuries. I'm going to assume you want to know more info correct?" Venom asked the girls.

"Yes please, if you are ok with that." Ruby asked politely.

The others were just about to ask Ruby why she was being so polite, not thinking it would say anything else. But to their surprise the symbiote responds politely to Ruby, "Ok, short version, the Klyntar is a race of alien lifeforms that travel the cosmos and feed of all life they find on each planet. Essentially parasites and the apex predator of the universe, well me and Parker's universe."

"Please, like we will all believe that." Weiss scoffed. "Professor Ozpin, do you know what is really going on?"

"What this creature is saying is the truth." Ozpin said much to the girls surprise. "From what me and Miss Goodwitch did when Spider-Man first appeared was find out his exact origins. Neither Peter or his alien ally are of our world." The old man confirmed.

Remembering the banter Carnage kept spouting, Yang then asked, "So is "Earth" were they came from?"

"A short version of me and Parker's origin. We come from another universe, Parker is from a planet Earth while I on the other hand landed on Earth by mere chance. Stuff happens, we got blown up by a partial accelerator, next thing either of us knew, we weren't dead and somehow ended up on this hunk of rock. Parker doesn't actually have aura or a semblance. The women over there made it look like he had this aura and I pretended to be his "semblance". Yes Parker has a soul, but his existence doesn't follow your world's rules. As for me, I don't follow any rules, but the story of my former species is a tale to be told when I think you can handle it. Understand all that?" Venom asked the girls.

"Partial what?" Ruby asked, not understanding anything the alien said.

"I swear…ok look, your four go get some rest, get the others, team JNPR or whatever team there called, and I'll show all eight of you his memories in your dorms. Deal?" Venom asked.

The girls look at each other, exchanging nods with one another, "Ok deal." Ruby responds.

"And if you'll try anything we'll kick your ass." Yang warned.

"You are not in any condition to fight. Besides if I wanted the same thing like Carnage did, then all of you, especially the adults would have been dead months ago. Now if you excuse me, I'm healing Parker of his injuries, he may have some new scars though." The symbiote replied.

The girls began too make there leave, still weary of the symbiote. But before they left, Blake turned to Ozpin and asked, "Is it safe to leave Peter with that thing?"

"I am a living being feline!" The symbiote called out before continuing their current task.

"Me and Miss Goodwitch have been monitoring Young Parker and the alien for a while. Believe it or not, this is it's most Docile behavior it has shown so far." Ozpin answered. "I'll watch of him. Miss Goodwitch will need to get some rest as well I believe."

"Yes, this night has gone on long enough, you girls get some sleep. I'll be doing the same." Glynda agreed.

And with that, Team RWBY and Glynda left for the night, leaving Ozpin to watch over the symbiote while they heal Peter.

Things stay silent until the symbiote ate the last of the chocolate. Ozpin then asks, "So, you plan to show Teams RWBY and JNPR Peter's memories?"

"Yes, now that they know about my existence, it is best they know of where Parker came from and how he got here. Besides, the girls earned the right to know the truth after facing Carnage. And before you ask, my offspring named themselves that, stupid if you ask me, good riddance. As for the other four, Arc is Parker's best friend, so I believe him and his team should know everything too." Venom replied.

"I see, and how exactly will you show them Peter's memories?" Ozpin asked curiously.

"by connecting to their minds, I'll have them all place a hand on my head in order to do so. And if you are worried about their safety, don't, I won't do anything." Venom answered.

"After spending time observing your behavior, I believe I can be less weary of you. You aren't as aggressive and more, cooperative. Besides, I have a feeling you have grown fond of them just like you have of Peter." Ozpin points out.

"Whatever you say old man." Venom huffed, not willing to give a direct response to the statement.

"But I am curious, if they ask for more info about what you are, what will you say?" Ozpin asks.

"I will tell them about the abilities of the Klyntar and the behavior. That is it, anything more about the origins of where we truly came from or our purpose is knowledge that will scare them. And if you are wondering, no not even Parker knows, all he knows is the Klyntar were created and about our extinct predators. For your information, the predators of the Klyntar are even worse." Venom explained.

"Created? So, your species isn't really natural to say the least." Ozpin asked.

"…….No. That is all you need to know, that information doesn't really matter anymore anyways. Especially since the Klyntar don't exist in this universe and Carnage is gone. And I would prefer to be referred to as either my name Venom, or as a symbiote. I longer want to associate myself with the Klyntar." Venom replied.

"I'll keep that in mind." Ozpin says, now intrigued with this new information. "But one last question, what about the past between you and Peter, what will you show? From what both of you told me, and with subtle clues in our conversations, you and Peter were enemies at one point."

"Everything, I won't sugar coat what I did to Parker during my time bonded with Eddie Brock. I have made decisions I have slowly come to regret." Venom responds, "Heh, I really have gotten soft haven't I old man?"

Ozpin doesn't answer as he just gives off a sly smile as he looked at the alien lifeform. The symbiote looks away, a deadpanned expression on it's face from not getting a response . But Ozpin was able to see Venom slightly smile a bit before jumping onto their host to rest themselves.

Ozpin was left there to watch the sleeping Peter. He did not expect this night to go the way it did. But fortunately it was over, the crimson lifeform was gone. Good thing too, from the new info Ozpin has attained from Venom, he now knew just how truly dangerous the Klyntar was. On with it gone, he didn't have to worry about her finding out about it and trying to find a way to utilize it.

Of course, the only thing left to ponder now was what his next course of action should be for the symbiote. While docile, it still had potential to cause so much harm. He had thought about recruiting Peter and Venom in the future for his inner circle. But maybe it was best to let Peter continue his path of heroism instead. More harm might be brought by including them anyways.

/

Later in the morning, the girls woke up from their sleep. Each one of them yawning as they woke up.

"Ok, just so we are all clear, last night wasn't a weird dream right?" Yang asked as she looked at two new scars on the palm of her hands.

"Unless we all hurt ourselves in our sleep then no Yang, all of that was real." Weiss said as she rubbed her eyes. "Great, I have a scar on my arm now."

"Aw man, our skin is ruined." Ruby complained as she looked at a new scars on her leg.

"It appears we all have a permanent reminder of that battle with that red monster." Blake said as she saw a scar on her back from the corner of her eyes.

"I don't get it, our aura should have protected us from getting hurt, why does have these." Ruby asked.

"Because apparently the Klyntar bypasses your soul shields." Everyone heard the alien speak. They look around to find the source of the voice, put spot no one.

"Where the hell are you monster?!" Weiss yelled.

"I'm in the vent child." Venom spoke as it exited the vent. The girls watch as it plopped onto the floor. They watch as it heads towards one the desks of the room and opened it, taking out a chocolate bar. "Glad I stashed this here. Now then, have you four gotten your rest? If so go gather the others across the room before I do."

"Not so fast, can you explain what you mean by "bypass" our aura?" Weiss demanded.

"Do you lead this team? No, no you don't, so quiet child." Venom scolds the heiress much to her dismay. Turning towards Ruby, the symbiote says, "I'm going to assume you want to get ready first, I assume. If so, go gather Arc and his team here soon after, tell him about Parker being Spider-Man and then bring them here so I can explain everything."

"Yeah, so uh, if you excuse us, we need to do exactly what you said." Ruby said as she pushed everyone into the bathroom, much to Weiss protests.

As the girls where changing, Weiss decided to speak her mind, "Ok, am I the only one that doesn't trust that thing? Why are we doing what it says?"

"Well, it did save our lives right? It helped Peter fight that red one." Ruby responds.

"No offense Rubes, but Weiss has a point, plus that red monster was the kid of that one. Not exactly worth trusting it." Yang agreed with the heiress.

"The evidence does point it out to be more of a threat. It even said it could kill us all. And from what it's offspring could do, I don't think that was a lie." Blake added.

"Well, it didn't. And you don't blame someone for actions of others, right Weiss." Ruby called out specifically to her partner.

"The White and the Faunus are completely different from that…thing. Honestly that creature doesn't seem naturally. How do we know it isn't actually a new Grimm." Weiss assumed.

"The Grimm are monsters without a soul. They don't really have anything resembling emotions, more beast like. The alien outside seems to have feelings, and it's offspring especially." Ruby shuddered at the memory of Carnage, "The red one really enjoyed messing with us and causing harm, which you kind of need a soul and emotions to even feel such awful things."

"I propose we stay cautious and ready for whatever move it makes, just in case." Blake proposed.

The girls nod as they finished getting ready and left the bathroom. They kept an eye on the symbiote as the slowly walked towards the door. Right as Ruby was about to grab the door handle, the symbiote spoke.

"I heard all you know? You should listen to your team mini-parker."

"Mini what?"

"Mini-parker, your basically a younger more innocent version of Parker, except a girl and no annoying quips. But back to what I meant, it's smart stay weary of me. You can't afford to be too naïve child." Venom points.

"Hey don't insult my sister like that." Yang growled.

"I wasn't exactly criticizing her, besides all of you know it's true." Venom retorts.

Yang wanted to argue, but she knew the alien lifeform was right. Even she knew Ruby tended to be too naïve.

"Now, I'll wait here while you gather the other four. Don't forget to tell them about Parker first. Once that's done I'll give you more of an explanation on what I, and my offspring, am and then show you Parker's memories." Venom told the girls.

Team RWBY just looked at one another before exiting and heading towards Team JNPR's dorm and heading inside. The symbiote waited in the dorm, waiting for the children to finish speaking to one another. It could hear some of them speaking, a combination of shock and cheers was heard. Of course it knew that they were speaking about their host, not them yet. As the minutes pass by, it began to think, what will happen after they show the kids the truth of them and Peter?

"No doubt things will change from now on. I don't doubt they'll blame Parker for anything. But I wonder, what will they think about him after knowing about him harboring me? Most likely caution and uneasiness will be expressed around him for a bit. Won't last long, but I do wonder what they will do about me? Meh, probably sticking me in a jar. They can't destroy me, unless they use fire." Venom thought to themselves.

Interrupting the aliens thoughts, was Ruby opening the door, revealing their existence to Team JNPR. Everything stayed silent for a few moments, the second team and the symbiote just staring at each other for a few moments.

Breaking the silence was Nora who shouts, "Ren look an alien!"

"Nora!"

"The fact that this one guessed correctly while you all didn't is mildly disappointing." Venom deadpanned, "I'll be quick, I am an alien symbiote, I bond with a host, enhancing their abilities. For example, he's healing factor allows him to recover from injuries that would take weeks to recover in a matter of days. I can enhance that ability by healing Parker in seconds. Of course I require nutrients in return so Parker needs to eat even more than usual, which I am sure you now understand why he eats so much. Now, as for my own abilities, you have all seen me in action. Parker's semblance, that's me, not Parker, me. And I can apparently ignore your aura shields so that's a bonus. Parker doesn't actually have a semblance, or aura. And if you are wondering why it's because neither of us are from this world, let alone universe. If your skeptical I'm telling the truth that's your problem. Any questions?" Venom finished.

"Uh, I got one." Jaune raised his hand nervously at the sight of the alien. "If all of that really is true, then way didn't Pete tell us, he's out friend right?"

"Oh sure, he can just tell you all how he's basically from another world and how he got here by blowing up and how he isn't a human from her but massive mess of genetically engineered DNA. Also he harbors an alien lifeform that once aided it's own kind in consuming every single civilization they found. That definitely doesn't sound like the rambling of a madman." Venom said sarcastically. "Now, does it sound like any of you would believe him?"

"I suppose that would make sense." Pyrrha spoke, "But is there a way to prove this? While we want to believe this, it still sounds outlandish."

"I can, but showing you Parker's memories. Each one of you place a hand on my head, and I'll show you." Venom instructed. The teens all looked at each other, reluctant to do so. "I won't bite any of you, now just do and I can show you so every one of you will understand everything I have left to say."

After a few minutes, each one of them do so, not before closing the door behind them and locking it. They all slowly placed their hands on top the symbiote's head. Once they all have a hand placed, each one of their visions go blank, their minds now connecting to the aliens mind.

/

Everyone opened their eyes and looked around to see what appeared to be a black void.

"Where are we?" Ruby asked.

"My mind, how else did of you expect for me to show Parker's memories." Venom responds as it formed a small head from the endless void around them.

"How are you even going to show Peter's memories without him here?" Blake asked the alien.

"Because I reside in his head most of the time, that and I copied them into my own head. So I believe the best way to show you all Parker's past is to start with the beginning." Venom said as the environment was suddenly getting bright.

Everyone covered their eyes while everything got bright. A few seconds later everyone opens their eyes and look to see they were somewhere else.

They were all inside a humble living room, with nice decorations and photos, with a small couch placed in front a small T.V. The teens looked around, noticing the photos. Each photo had a picture of Peter with glasses, some with him looking a bit younger, along with a elderly couple.

"I am going to assume this is where Peter grew up?" Ren asked as everyone kept exploring the place.

"Seems like it, the elderly couple looks like the same one in Pete's birthday photo Blake found." Yang answered.

They all looked at the photos for a little bit, seeing the how happy Peter looked in them. Weiss especially got lost in looking at the photos, a small amount of envy at the look of such a loving family.

"Correct, this is were Parker was raised his entire life. His Aunt and Uncle took care of him since he was young, but I am going to assume Parker already to you that part." Venom's voice spoke.

Before anyone could ask any questions, they heard what appeared to be the sound of footsteps coming down some stairs. They look to see a more nerdy looking Peter with glasses entering the living room.

"Aunt May, Uncle Ben I'm ready to go now!" Peter called out.

Seconds later Ben and May come out of what looked like a kitchen, "Hey there kiddo, you seem excited today." Ben spoke.

"Yeah, we have a field trip at ESU's lab. I can't wait to see what they show today." Peter replied.

"Well I have to drive to work right now so I can give you a ride if you want." Ben offered.

"Sure that'd be great Uncle Ben." Peter said as him and Ben made their way outside.

"Be safe now you two, and have fun at the field trip Peter." May waved goodbye as they left.

"Peter's Uncle and Aunt seem wonderful. I can see where he gets his kindness from." Pyrrha spoke her opinion.

"Yeah, they all seem nice." Ruby smiles at the sight of the memory version of the elderly woman.

The memory suddenly shifted around them, changing a living room to a lab filled with students and a woman in a lab coat. The teens looked around to see Peter and a girl in a pink sweater and glasses standing next to him.

"Isn't this exciting!" the girl known as Gwen Stacy spoke in excitement as she and Peter looked at the animals presented in glass aquariums.

Just then a taller guy with blonde hair and a sports jacket with the letter m and a three next to it walked by with a tan skinned girl wearing a cheerleading outfit. Tapping on the glass of a aquarium he then says, "Sure, if you like things that crawled out from under a rock. Or if you are one." The guy known as Flash laughed as he shoved Peter to the side as he walked away.

"What a jerk!" Nora said as blew a raspberry at the memory version of flash. "Lets break his legs!"

"Nora, this is a memory, this already happened and all we can do is watch." Ren sighs at the behavior of his long time friend.

"Wow, Peter really did know how it felt to be bullied. He really meant when he said he knew how I felt." Jaune said after witnessing the memory. He then felt Pyrrha grab his hand, looking over to see her giving him a warm smile. He smiled in response, he was really glad to have not just her, but everyone else as well.

The teens continue to watch as Memory Peter and Memory Gwen joined the other students gather around to see what the woman in the lab coat was now showcasing.

"And over here, we have ESU's collection of spiders. All genetically altered to combine the most impressive traits from multiple species into, fifteen super spiders." The woman known as Marta Connors presented the students.

"Fascinating, such genetic engineering is new to us. I don't think even the top scientists in Atlas have ever accomplished such a feet." Weiss said as everyone looked at the spiders.

Blake stared at said spiders, she looked in awe at the arachnids in display, "They look so odd. No spider has such colors on their bodies. I wonder if Peter based his costume off of them."

Ruby then looked at the display, she then noticed one was missing.

"Um, there are only fourteen, ones missing." Both Ruby and the memory of Gwen spoke at the same time, getting a chuckle from the others.

"Huh, my husband must have removed it for further study." Martha assumed as she took a look.

"Spoiler alert, he did not and it's loose in this lab at the very moment." Venom corrected.

The teens looked around the memory of the place to look at where it could be. Yang looked around and saw said spider in a web it made up above.

"Hey look it's up there." Yang points for the others to see.

They watched as the spider slowly descended from a web string and slow go down towards Peter. They saw as the spider landed on his hand and prepared to bite him.

"Eep! Peter watch out that spider is going to bite you!" Pyrrha shouts as she hid behind Jaune. The others turn to her, surprised at the amount of fear she was showing. "Sorry, I have arachnophobia." Pyrrha said in embarrassment.

"Heh, don't tell Parker he might get offended. Speaking of him, keep looking." Venom spoke, getting them to look again.

They witnessed as the Spider then bite Peter, causing him, and both teams, to wince as a result. They watch as Peter away the spider away and Ruby his hand afterwards. Suddenly, Peter looked as if he was getting sick. They watched as he then started to walk away, feeling as if he was about to throw up. He left as Marta and Gwen along with a boy with red hair call out for him as he left, their voices muffed out from the laughter of the other students.

They watch as Peter started to breathe heavily, clutching his books extremely hard as the world around him started to spiral. He then clutched his head with one hand, feeling one of the worst headaches he had ever felt. The teens look in worry at the sight of their friend. He looked like he was in so much pain, they wanted to help him but they all knew they couldn't since it already happened.

The world then returned to normal, and as it does, they all see a truck headed towards him.

"Peter watch out!" Ruby called out.

They then see as Peter just jumped out of the way and land on the wall of a building as the truck sped away.

"Whoa, did he hear me?" Ruby asked in confusion.

"No, that was his spider-sense in action. A form of precognition that alerts him to danger seconds before it happens. A unique ability of I may add." Venom explained to the young huntresses.

The teens watch as Peter climbed up the wall, the look of surprise on his face showing. He then looked at his hands, swing small, microscopic hairs sprouting it. Peter then started to climb further up on the building.

"I'm sticking, and I'm climbing! But human beings can't do all this, we can't!" everyone heard the thoughts of Memory Peter as he continued to climb.

As Peter reached the top, he grasped a metal pipe, squeezing it as a result. The show of strength surprised him enough for him to fall back down the building and land on his stomach.

Everyone winced at the sight of him landing. He then got up, groaning slightly in pain, "Ow! I should not have survived that with no injuries. Guess I am much stronger and durable now, but that doesn't mean that wasn't painful. Ow!" Peter thought as he walked away.

"Fun fact, he is durable enough where if a normal person were to punch him, they would just end up hurting themselves. So Parker goes along with the punch in order prevent that. Hell him blocking a punch with no restraint in strength can actually break an attacker's arm " Venom decided to tell the teens. "For the record, Parker is always holding back. So if you ever sparred with him, looking at you Nikos, he will never use his full strength. Because if he did, you would find your insides on the floor. And that's not including the boost in power I give him."

Everyone was surprised to hear this. Was he really that strong? And if so then what was him using his full strength even look like?

The memory then shifted to show Peter standing on top of another roof. He appeared to be tinkering with what looked like the earliest version of his web-shooters.

"Okay, this time it has to work. The formula should be strong enough to hold my own weight. Let's give this a try." Peter told himself as he put on his web-shooters.

The teens watch as the memory version of Peter put on his web- shooters. They watch as Peter gets close to the edge of the roof and raise his right arm. Peter then pressed a button with two of his fingers and webs came out of the device. Peter then took a moment to breathe before jumping off the roof and swinging around said web-line.

"This rocks! Imagine what I can do with this, this power!" Peter cheered on the inside.

Peter let out a cheer as he began to swing around the city. Everyone looked at Peter in awe, in what appeared to be a small amount of time, Peter had not only gotten used to his powers, but made devices that shot out synthetic webbing.

"I must say, he adapted pretty quickly. As if it was second nature." Ren complimented.

"Man he is so cool! I bet he immediately went out to stop his first bad guy!" Ruby cheered.

Everyone heard the symbiote sigh, confused on why it did so. The then see the memory changes once more. Now they all saw Peter wearing his classic outfit that they all saw him wore the first time they met him. He was inside a car along with his Uncle, who was driving him somewhere.

"Alright kiddo, we're here." Ben said as they arrived in front a library.

"Right, right thank you." Peter replied, he then looked towards his Uncle and asked "Uncle Ben, if you could do something, and do it better than anyone else, then it wouldn't be wrong to, you know, cash in on your talents, right?"

This question surprised everyone, he sounded so unsure of himself. They assumed that maybe he was still wondering how he would use his powers.

"Well son, that would depend on what talents we're talking about." Ben responds.

Peter just looked away in slight disappointment before opening the car door to leave. But just before he could get out Ben stopped him and says, "Listen kiddo, I went through exactly the same thing at your age."

"No, not exactly."

"Point is, your changing. Into the man your going be." Ben said with a smile, "Just because you can do something doesn't mean you should. With great power, there must also come great responsibility."

And there it was, the words that Peter had once told Ruby, being passed on from his Uncle to him. Even just seeing a memory version of Peter's Uncle made them feel inspired from hearing such words.

"I can see why he held such high regard for his Uncle. He seems like a wise man." Ren comments.

"Kind of wish my dad was more supportive when I told him I was going to be a huntsmen." Jaune added.

"Same." Weiss said out loud.

"What?"

"What?"

"Ok, this is where Peter becomes a super hero right? No way he would not after hearing that from his Uncle." Ruby said with glee.

"You really are naïve child." Venom said before changing the memory once more.

Everyone looked around to see there were in some places with a wrestler ring. Inside the ring was Peter on his Spider-Man suit standing in front a buff bald man with a mustache.

Another man dressed in a suit, who appeared to be the announcer spoke into a microphone, "Who dares test their skills, their strength, their stamina! Against the venues undefeated legend, Crusher Hogan!"

"I dare! The Spider-Man dares!" Spider-Man said with childish enthusiasm.

"Ha! He talked in the third person, what a dork!" Nora laughed.

"I take slight offense to that." Venom called her out.

"You sure kid? I like the gimmick, but it's worthless if Crusher crushes you." The announcer asked.

"Thousand bucks if I win?" Spider-Man asked.

"There are caveats, but, uh, yeah." The announcer replied.

"Then I'm in!" Spider-Man declared.

The teens face palmed at this, "That wasn't suspicious at all." Blake said sarcastically.

"That's Parker, someone who forgets to use his intelligence." Venom told the feline.

"Ladies and Gentlemen! The Spectacular Spider-Man!" The announcer said to the audience as the ring was surrounded by metal bars.

"Okay. I'm ready!" Spider-Man said just as Crusher slams him into the metal bars.

"I don't like picking on little guys so I'm going to make this quick, m'kay?" Crusher said with smug smile, which irked Weiss.

"Thanks Crush but I'm good. In fact I'm very good, one might even say great!" Spider-Man responds as he uses his strength to push Crusher towards the ground.

Crusher tried to grab Spider-Man, but the arachnid jumped up before he could.

"Hey! Where'd he go?" Crusher asked in confusion at the absent vigilante.

"Yo-ho!" Spider-Man said getting Crusher's attention.

The wrestler looked up to see Spider-Man crouched on the metal bars above, "Get down here!" Crusher demanded.

"That's one option." Spider-Man replies before shooting a web-line at Crusher.

The web attached to Crusher's back, he then tried to yank the web-line off, "Hey, what is this?!"

Spider-Man then descended down on the web-line while also pulling Crusher up until they reached the same height. He then jumped onto Crusher's arm and off of it onto the metal bars.

"Your welcome to try but I'll think you'll find…" Spider-Man began as he dropped Crusher onto the ground onto the man's back, knocking him out. "Match is alright set."

As Spider-Man set foot onto the ground, the metal cage is lifted off and the announcer comes in and grabs Spider-Man's arm, lifting it up.

"Ladies and Gentlemen! The Spectacular Spider-Man!" The announcer cheered, the crowd following suit.

"Woo hoo! Alright! Yeah!" Yang cheered at the memory of the match, getting looks from the others, "What? It was cool!" Yang tried to defend herself.

"Yeah!" Nora decided to cheer as well, getting everyone else to groan in response.

"From the looks of it he wasn't even trying. He is a superhero after all." Jaune points out.

"Not at this moment." Venom told the blonde.

The memory shifted once more, Spider-Man was walking next to the announcer as they walked through a hallway.

"Got your money in my safe kid. All you got to do is sign a contract with Sullivan Edwards, I.E, me." The announcer told Spider-Man.

"Whoa, whoa, I'm not signing anything." Spider-Man replies.

"No signature, no cash. I told you there were caveats." The announcer said as he started to walk away.

"But that's not fair!"

"Fair's not my problem."

"Why am I not surprised, that dolt should have known better to trust a sleeze ball like that." Weiss said in a disapproving tone.

"Well maybe he gets humbled by this to be Superhero now, right." Ruby continued to be naïve, enough to where the symbiote was starting to feel bad for the kid.

They watch as Spider-Man gets an angry look on his masked face and made his leave. As Spider-Man arrives at an elevator and pressed the button, he heard the announcer tell someone to stop.

Spider-Man watched as a older looking man with a gun on his hand ran towards him with a bag full of cash, running away from the announcer

"Kid! Spider-Man! Stop him!" the announcer pleaded.

Everyone expected their friend to do so, but instead they watch as Spider-Man just stepped to the side and let the criminal escape, said criminal giving him a slight grin and nod as the elevator closed.

As the announcer gets to Spider-Man, he just looks towards him and says, "Not my problem." Getting a angry look from the announcer as he left the costumed hero alone.

Everyone could only state at the memory version of Spider-Man in shock. The hero, the friend they knew would never do such a thing. They couldn't believe it.

"No way, Peter wouldn't just look the other way like that! He's a hero, he stops bad guys, not let them get away!" Ruby shouts, slightly hurt from seeing the friend she had looked up to do such a thing.

"This isn't real, it can't be! He wouldn't do this!" Blake shouts, hoping to get the alien to confront them.

But the symbiote doesn't appear, only revealing their voice by saying, "Well it's real. Whether you like it or not he let the man get away. But remember, every action has a consequence." The symbiote vaguely said.

The teens could only be confused at what it meant. The memory shifted once more, now showing an upset Peter as he walked home. As Peter arrived, they see as Peter looks at a police car and an ambulance parked outside his home.

Weiss than remembered what Peter once told him about what happened to his Uncle. It didn't take much to figure out what was about to happen.

Peter immediately ran inside to see his Aunt May crying as a man in a blue suit, who was shown to be Captain George Stacy.

Rushing towards his Aunt's side, he asks, "Aunt May, what happened?"

"Oh Peter, it's Ben." May replied as she continued to cry.

Getting Peter's attention was George saying, "Sorry kid, a burglar came in to rob your home. Your Uncle must have startled him and, well, I'm sorry he's gone."

Everyone could only look at Peter with sympathy as he heard the news of his Uncle's passing. Sadness had been shown on his face before switching into anger. They watch as he ran upstairs towards his room, ignoring the calls of his Anny and the police captain.

Peter slammed the door of his room and locked it afterwards. The teens expected him to grieve, but instead they watch as he quickly put on his mask and jumped out the window, carful not to alert anyone.

The memory then switched to Peter, now wearing his costume again. He was swinging across the city chasing the same car Ben once drove, which was now being drove by the man who killed his Uncle.

They watch as he landed on the hood of the car, and punch the windshield, breaking into pieces. This surprised the criminal, causing him to crash the car as Spider-Man jumped out of the way as it crashed.

"You stole the life a good man, a man with a loving. And you did it for his lousy car!" Spider-Man growled as he watched the burglar head inside a building.

The memory quickly shifted to him on the wall inside the building. He jumped away as the burglar tried to shoot him with their gun.

As Spider-Man landed on the ground, he then said, "Don't bother running, there is no place you can hide."

The teens could only step back from the memory of Spider-Man, he sound so terrifying. If anything, he sounds more terrifying then they have ever seen before.

The burglar raised their gun towards Spider-Man, but he shoots a web at their hand swing them towards a bunch of crates, stunning him. Spider-Man then approached the burger and them by their sweater. He then lifted the man up and pressed him against the glass of the window breaking it. This allowed for the light outside to shine on the burglar's face, revealing who he was.

"That face…." Spider-Man muttered out, "It can't be you, it can't!" Spider then further moved towards the window until the burglar was now high in the air. "I should drop you, take what you took from Ben Parker!"

Everyone watched as he let go of the criminal, they couldn't believe he did this, this wasn't the Peter they know, he wasn't. They expected to hear the man splat on the ground, but instead they hear the sound of a web-line being shot and attached to the man's leg, preventing him from meeting his demise.

The teens look to see Spider-Man had stop the burglar from hitting the grounds seconds before he did. The burglar opened his eyes to see he wasn't dead, soon surrounded by cops ready to apprehend him.

"But he wouldn't approve, with great power comes great responsibility." Spider-Man said to himself before swinging away, isolating himself on a rooftop.

They watched as Peter took off his mask, falling to his knees. "It's my fault, it's my fault!" Peter yelled as he punch the roof, making a slight crater. "I'm sorry, I'm so sorry." Peter began to sob.

Everyone watched as Peter grieved by himself. So much pain could be felt from him, so much sadness and anger in his voice, all directed at himself. Everyone could only look at him, tears forming in their eyes as they watched him break down. Ruby, being who she was, approached Peter and tried to comfort him, only for her hands to gaze right through him. This was a memory after all.

"This is it, the day he decided to be a hero. His world's first superhero, learning a lesson the hard way." The symbiote proclaimed. "He blames himself every day for his actions, or technically is inactions, that resulted Parker's death."

"But it wasn't his fault, he didn't know any of this would happen." Ruby says as the others stand by her.

"Well good luck telling that to Parker, he is way too stubborn to listen. But back to the point, after this he would then live by the words of his Uncle and go on to be a hero. And he did." Venom said as he then began to show everyone multiple memories.

Each memory displayed Spider-Man fighting other individuals, each one with unique abilities of their own. They looked at each individual in the memories, a man made of electricity, a man in wearing tough armor looking like a rhino, a man with four metallic arms on his back, a man who displayed confusing illusions, even a made of sand.

Everyone watched in awe as their friend fought each one, especially Ruby's she saw the friend she looked up to face off real life super-villains. They witnessed as he struggled with each one, looking like he would lose only for him to outwit his enemies and save the day.

"Life was complicated for Parker, these individuals were once ordinary people. But a combination of freak accidents or an outside force would soon lead to them becoming these dangerous criminals." Venom said as he showed another memory.

The next memory was of Spider-Man confronting L. Thompson Lincoln. The an was wearing a suit, his skin all pale, with face that practically screamed evil.

"So, as long as I keep fighting crime, you'll just make bigger and badder…"

"Now, you're learning, but there is a way out. Come work for me, you can still save the world like a good hero. I'll even pay you, all you have to do is look the other way on occasion. On any occasion I choose." Tombstone said with a smirk as he attempted to bribe Spider-Man.

"I can't ever look the other way again, let's finish this!" Spider-Man said as he got ready to fight.

"Now that's the Peter we all know. Fighting to do the right thing." Pyrrha comments.

"Yeah, I can't wait to see how he kicks this guy's ass!" Yang cheered, only for the memory to fade away. "Hey come on! I wanted to watch this!"

"Tombstone called in cops and made it look like Parker was the criminal. Long story short, he is a secret crime boss and as far as the public knew, he was some sort of Samaritan. Don't worry Parker does eventually take him down. But that did create a power vacuum. Just ask him about it later." Venom told Yang. "Now there is a lot that happens, but how about we skip to were I come in."

Suddenly the memory shifts, once it has, everyone looked to see they weren't anywhere in New York. Upon further realization, they saw they were actually floating in the darkness, with what appeared to be stars in the distance.

"Uh guys, I can't feel the ground!" Jaune panicked.

"By the god's are we falling, where are we?!" Weiss screamed.

Blake took the time to look a bit more, she then spotted something under them, it appeared to be a small boulder with black ooze on it.

"I don't think this is Peter's memory. It's yours, isn't it?" Blake asked the alien.

Everyone looked down at what Blake was looking at, seeing the meteor with the black ooze.

The ooze then sprouts a head, Venom revealing themselves. "Correct, this is my memory. Specifically one of many where I spent thousands upon thousands, and now that I think about it more, probably millions, of years on this rock traversing the cosmos. And yes I am that old, to be precise, billions upon billions of years old. It's the truth, looking at you Schnee!" Venom said directing that last bit to Weiss.

"Wow your ancient, even older than Remnant!" Nora blurts out.

Everyone expected the symbiote to lash out, but instead they hear it, chuckle, "Please, I'm technically the youngest of the Klyntar race, well except for Carnage but their dead now so they don't matter. In the Universe where I and Parker reside, the Klyntar race is almost as old as the universe Itself."

"Oh yeah, then how old is your race then? How old is this universe then?" Yang asked, still skeptical that the symbiote was telling the truth.

"Lets see, the Universe is around 14 to 15 billion years…." The teens listen as Venom began to do the math. "And the Klyntar race as been around for at least a majority of it….I am going to do a estimate of 10 to 12 billion years, give or take."

"No offense, but there is no way any species can survive that long." Jaune said, getting the symbiote to look at him, "Or I could be wrong!"

"You are correct, no species can survive that long, or at least no natural one." Venom said, getting the teens curiosity going, "I won't say much more about my race. But what more I will tell you is that we were created. Won't tell you who or why, mostly because I doubt any of you want to be traumatized by what I have witnessed and what the previous generations of the Klyntar have witnessed. But what I will tell you is that we were created for a certain task, we did what we were created to do, got extremely powerful, eventually turned on our Creator, our Creator made another species to destroy us, it almost worked and be glad that failed cause Xenophages are even worse than Klyntars. Please take my word for it, you really don't want to see those things, be glad they are extinct. And after we defeated the only natural predators we had, we eventually started consuming all life we could find." Venom finished ranting.

"That, is a lot to process." Ren spoke out, "So you aren't natural, if anything you seem quite similar to the Grimm."

"I really hate that you are not wrong, there are similarities. And I will be destroying every single one of those things I find. Because I would much rather not be reminded of my, and the past of the race I was once part of." Venom replied, the information that actually surprised everyone. "That's enough info on the past of the Klyntars, I won't say more to protect what ever innocence you children have left. If you all want the full picture wait until I think you all can handle it or if the info is ever needed. Although I doubt it would be needed anyway. Now then I assume you have all guessed where exactly we are?"

"Are we in space, because the stars look so beautiful! Wait how are we breathing?!" Ruby said as she began chocking, only to realize she was fine. "Oh right, this a memory, I keep forgetting we are inside your head."

"…….Yes, we are in the vacuum of space. While this is a memory, in reality you would not survive out here. Solar radiation, Sub-Zero temperatures, no air so you can't breathe and no one will hear you scream, and exposed to the dangers of other meteorites and the possibility of crashing into a Black hole." Venom explained, "But at least the stars are beautiful."

"Well that explains why your kid wouldn't die to Weiss cream's ice attacks. You both are practically indestructible!" Yang shouts in frustration.

"Not exactly child, I do have weakness. And yes I will reveal them to you all, besides you technically already know one and the other weakness will be revealed as with the rest of me and Parker's memories." Venom told the teens.

"You are willing to show us your weaknesses?" Blake asked.

"Think of it as a show of trust. Besides Parker would tell you eventually, you all are his friends. Plus, it would all make you feel better after I show you all the story behind me and Parker. Fair warning , it's not a happy story, me and Parker have history. I am not going to sugar coat it, I was basically one of his most dangerous supervillains." Venom warned.

"I knew it! You are just an evil monster!" Weiss proclaimed.

"If I wanted to, I could literally make you brain dead." Venom threatened, "And when I mean you, just you I would let the others off the hook. And if you ask why, I'll be honest, I don't like you, you suck."

"Hey! You admitted to being an evil criminal! You don't deserve to be trusted, and you threatened so that just proves my point!" Weiss shouts.

"You're not exactly wrong, but counter point, Nu-uh."

"What do you mean Nu-uh?!"

Everyone just watched as Weiss and the Venom symbiote started arguing with one another. Just dumbfounded that this was happening.

"Hey, can we just continue with the origin story please. I mean it's funny to see Weiss get owned by a puddle of goo, but we don't exactly have all day!" Yang called out to the two.

"Apologies, I just don't like this one, like at all. If I could, it would be on sight. But back to what I was trying to say, yes, I have done things during my time as a supervillain. If you all are wondering, I don't exactly regret it, but at the same time I do. It's complicated, mostly because I am not supposed to feel these emotions. Specifically empathy and anything else related to morality, it's just confusing." Venom admits.

Everyone was confused by this, what did it mean that it wasn't supposed to feel? Did it have to do with the rest of the Klyntar past? It did say it wouldn't tell everything because it would scare them. Hopefully the symbiote keeps their word and explains that to them one day or adds that info along with anything else it hasn't told them on what it could also do.

/

Ironwood was on one of his ships, he had trouble opening his eyes due to the injuries he sustained last night. Once he fully woke up, he slowly got up to see the state he was in. He saw he was in the medical Bay of the ship, I.V next to the bed he was resting on.

He then looked at his body to see his missing limbs had been replaced with new metallic ones, he now had no organic limbs left.

Just like that thing promised.

Ironwood tried to sit up, but he couldn't as he just ended up plopping back on the bed, groaning in pain.

"Careful sir, you don't want to strain yourself, you are still recovering." Ironwood heard a voice from the other side of the room.

He looked to see a man with dark skin and white hair, in a wheel chair with four metal legs attach to it. He saw the man, putting away what appeared to be tools, no doubt ones used to give him the new limbs.

"Pietro, thank you for, helping me. I apologize if I don't appear to be well." Ironwood replied.

"It's no problem sir, you just need to rest. We almost lost you to blood lose, any minute later and you would have passed. But fortunately we were able to save you. I also have you new appendages, I apologize if you didn't consent to such a thing." Pietro told the general.

"It's fine, I would have asked you to do so any way." Ironwood replied, he than asked, "Pietro, may I ask, did any of the Knights succeeded in collecting any of the samples I had requested?"

"Why yes James, in fact, they have collected three different samples. I haven't had time to analyze them, I was mostly focused on giving you your new limbs." Pietro replied.

"I see, well, I request you do so when you can. And make sure only you work on it, I need this to confidential." Ironwood request.

"Yes, I will, but may I ask, why not inform Ozpin? Shouldn't he know?" Pietro asked.

Ironwood's turned serious, he then replies, "No, after what I have seen, whatever those creatures are, they are too dangerous. I have talked with Ozpin, but he believes the one that resides in that boy doesn't mean any harm. I don't believe it. As far as I know that creature is a threat, and I don't trust Ozpin to handle it, not anymore. If you have seen the recordings then you should know too."

"So, I assume this stays between us?" Pietro asked, not exactly liking how Ironwood spoke.

"Yes, study the samples and find anything that could be useful for us to know, and maybe see if we can use it to help our own for a change." Ironwood instructed.

"Yes sir, I'll go to my lab at once." Pietro said as he began to make his leave.

Ironwood was about to go back to rest, but suddenly he called out to Pietro, "Wait, there is one last request I need to ask of you."

"Yes?"

"Do you think it's possible to make another android? One to take down Spider-Man."