The Black Web

by Power Scaler

As Peter continues his fight against Kraven he is suddenly joined by his ex Black Cat, who decided to turn a new leaf, but will there be more to their team-up than just working together? Perhaps things will get more complicated than they first thought.

3. More Than Meets the Eye

Chapter 3: More than meets the eye

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It had been difficult, but the gang had managed to put a tracker on the Lizard after a long chase across the river. Peter and Felicia were now in pursuit of the reptile, but Miles had been ordered to stay behind which did concern him a little. However, he did as he was told and let his teacher handle the situation.

The last they saw of the Lizard was when he swam into a sewer tunnel, but he was still moving according to the tracker so Spider-Man and Black Cat wasted no time and began swinging through New York.

"Tracker says Connors is in the Upper West Side sewers… better move quickly." Peter mused. But just as they were leaving the river Peter suddenly got a call from MJ, which he answered.

"Hey, any luck at Connors's house?"

"No, but we- I'm tracking him right now…" Peter replied in a slightly colder tone than usual.

"What's wrong?" MJ asked.

"Nothing." He quickly responded.

"Meaning something." MJ countered.

"Miles was off his game. I was almost blown into smithereens because he didn't warn me about a gunship's defense system. I could have died if it wasn't for Fe- the suit."

"I'm sure he just didn't have the time to warn you or he didn't know you were going after it-"

"The civilians were already safe by the time I was after the gunship,and I told him as soon as we separated that I was going after it. So no, he was definitelyoff his game." Peter cut her off, obviously still bitter about the event in question.

"No… if you put it like that then I guess you're right." MJ sighed in defeat; she could tell by the tone in Peter's voice that he was not happy about it at all. "Just… tell me when you find Connors, okay?"

"Will do." And with that the call ended.

For a short while nothing was said between the two crime fighters as they swung through the city, but eventually Peter broke the silence.

"I never thanked you properly for saving me back there. I could have been blown to bits if it wasn't for you." He said as he landed next to a manhole cover and looked at his companion.

"Don't mention it. It's what partners are for right?" Felicia replied casually with a playful smile.

"Right." Peter opened the manhole cover and then entered it, with Felicia following after him. The cover then fell back into place once they were inside. The tunnel was exactly what you would expect from a sewage tunnel. It was mostly green and brown, the air smelled foul, the pipes were rusty, and the lights looked like they were decades old. Peter began crawling on the ceiling, but then stopped as Felicia cleared her throat.

"Are you really going to make a lady walk through all this? I may have webs now, but I still can't crawl on walls like you."

Peter was going to respond, but then just sighed and wrapped a tendril around her waist that lifted her up to him. She then clung to his back as he continued to crawl on the ceiling, nuzzling a little against him.

"You didn't really care about getting dirty. You just wanted to hold me again, didn't you?" Spider-Man asked curiously, but he wasn't angry.

"I thought you would have realized that after last time. Besides, I figured you could use some comfort and you don't seem to mind."

"I would be lying if I said I didn't." Peter replied and kept crawling. Eventually he decided to give Harry a quick call to let him know about his progress. "Harry?"

"You're alive. I haven't heard from you in a while." Harry replied in a tired voice. He was sitting on an office chair in a meeting room at the EMF Foundation that had miraculously not been touched by all of the destruction from last night.

"I'm close to finding Dr. Connors. Soon as I stick him with the antidote, this suit's coming right back to you."

"Okay… let me know when you find him." Harry ended the call and sighed, slowly standing up from the chair as he grabbed his cane. He slowly walked out of the room in a limping manner, until he had a view of the entrance of the foundation. The memorial for his mother and May Parker was luckily still mostly intact, but the destruction around it was still a sad sight.

Back in the tunnel Peter hung from the ceiling and looked around, eventually lowering himself as got a bearing of his surroundings. Black Cat got off his back and they got ready to continue the search.

"Lead pipes are messing with the tracker signal. Where is he going?" Peter asked and looked around, seeing some broken metal which looked like it had been broken quite recently. But it was Felicia who then spotted something that might have a lead to the answer to Peter's question.

"I don't know, what's a security camera doing all the way down here?" She pointed out. Perhaps there was still a small part of Connors left deep inside that reptile mind that was still looking for a way to cure himself. The two followed the path of the Lizard's destruction and made their way through a hole in a wall, which then lead down an abandoned subway tunnel.

"He burrowed his way through to a decommissioned subway line?" Black Cat asked curiously, but they suddenly had to cover their eyes as an explosion rocked the area and pushed a train to the side. Spider-Man blocked some shrapnel and debris from hitting his companion using his tendrils, then they quickly continued forward alongside the broken-down train.

"Don't think that was an accident. Connors doesn't want to be followed…" Spidey mused and made another discovery as they delved deeper into the underground of New York. "He ripped open a sewer pipe… must be trying to flood the tunnels behind him."

"For a giant drooling reptile, he still has a surprising amount of intelligence in there." Black Cat said as they came across another sewage tunnel, which had been ripped open by the Lizard. But when they moved into the tunnel they suddenly heard a deep growl that seemed to echo throughout the place.

"Where are you going Doc?" Spider-Man muttered as he crawled across the ceiling in the tunnel. Afterwards there was nothing but an eerie silence, which was then interrupted by a Hunter robot dog suddenly surfacing in the water. It had been torn apart and sparks were flying, which meant that it broke quite recently. Upon reaching the end of the tunnel the duo jumped across a small gap and onto a concrete platform which had a large pile of rubble. There was fire to the left and pipes to the right, so not a lot of ways to go.

"That's another camera." Black Cat noted and pointed at said camera, which was positioned above the burning pile of debris. Luckily for them there was a hole in the wall further up, so they swung through it to get to the other side. But what awaited them was something they would never expect.

"Oscorp has a lab in the sewers?" Peter said in surprise as he came face to face with an Oscorp sign. They jumped up onto the sign and got an overview of the lab, but there was no one there. There was power though, so it was maybe still in use. "Norman probably set this place up for Connors back in the day… must be off the books."

The two crime fighters got down from the sign and began looking around, checking out the various equipment that was laying around on different tables. Spider-Man picked up an old vial from a box and looked at it. "So many old antidotes… useless now."

"He was definitely here. These marks look new." Black Cat commented as she inspected some large scratch marks on some flipped over tables. There were even a few small fires here and there, but nothing serious. But Black Cat decided not to take any risks and put them out just in case.

Spidey moved onto a desk where he found some kind of container containing a small lizard tail. Tapping on the glass of it, the tail surprisingly wriggled in response which took the webslinger off guard. "Wonder if this is the same sample Connors used for his original formula?"

Despite the fascinating discoveries they made there was something that really baffled them both, which was an area in the lap in with two whiteboards as well as different work stations for testing stuff. On the whiteboards were satellite pictures, as well as maps of the solar system and a strange symbol that neither of them had ever seen before. Next to the symbol were different suggestions for what it could mean written down, but it looked like none of them had been right.

"What the hell did Norman have Connors working on back here?" Peter asked and looked closer on a picture of a comet with different coordinates written down in the corner. "Why was he mapping celestial coordinates?"

"I thought his whole deal was biology?" Black Cat asked.

"Me too, but maybe his area of expertise goes further than that. I have only met him twice or thrice in person, so I don't really know much about him other than the Lizard stuff." Spidey replied and looked at the picture of the strange symbol. "This symbol… maybe he studied ancient languages too."

"To think that we would find all of this just by trying to cure him so he can help your friend." Black Cat mused and walked over to an area in the corner of the lab with some more tables. On the middle table was an empty tube of some kind, labeled "VNM-252" which was lying next to a stack of documents about mutualism. "Mutualism?"

"Connors always thought the answers to his problems lied in other organisms." Spider-Man explained as he joined her, looking at the thin tube and the documents.

"But what did he keep in the container? I can't see anything that could answer that."

"Another question we'll have to ask him once we've cured him." Spidey said as he began walking away and to the most well-equipped part of the whole lab. There was a large desk in a half-moon shape in front of a large glass cylinder with a robot arm inside it, with monitors on each side and documents scattered all over the desk. The container was lit up by a lamp which emitted a dark blue light, which in turn illuminated the robot arm. It was holding something, but they could not quite see what it was. One monitor was hovering directly above the desk and was still active, so Spider-Man took a closer look and was a little surprised to see what was on the screen. "Wait, this is our particle accelerator at the foundation. Connors used it to… break down some kind of mineral?"

But they didn't get to ponder on that as the glass case suddenly opened and the robot arm extended itself outward, holding out the mineral that was displayed on screen. It was a matte black rock with sharp edges and crimson lines, which almost looked like blood, embedded into the rock. If one looked closely, they would see that it did resemble the symbol from the whiteboard. Spider-Man reached out to touch the rock, but to his surprise the suit seemed to want to reach for it as well, as small tendrils began wrapping around his arm to reach the rock. More tendrils soon joined them, this time coming from his back, but before they could continue the lights suddenly began to flicker until they shut off completely. "Uh… was that me?"

"No, it was not." Black Cat said slowly, feeling a chill run down her spine. Something was not right. What neither of them noticed however was the large shadow that moved not far away from them.

"Great… power's out. Hold on, I'll be right back." Spider-Man said and walked around the corner, swinging his way over to the fuse box while Black Cat looked through some of the documents on the desk. Some sparks flew out of the fuse box, but it seemed intact. "Okay, what are we working with here?"

One by one Spidey flipped different switches, which only made the lights light up briefly, but what the wallcrawler failed to notice was the pair of yellow eyes in the dark looking directly at him. After a few more switches had been flipped a whirring sound could be heard as the power came back, but just as that happened the Lizard had already gotten closer.

"Spider, watch out!" Black Cat cried out and tried to warn Spider-Man, but it was already too late.

The Lizard had begun his charge and was just too massive for the crime fighter to dodge. The giant reptile sent Spider-Man flying through a brick wall and out into an open area which must have been a testing area of some kind. The floor was made of concrete with an area in the middle made of wire mesh with large yellow platform-like squares around it with warning signs on them that warned for high voltage, but they seemed fine to walk on. Perhaps it was only during testing that they were dangerous in any way. There were a few railings at the edge of this center area, but other than that the room was completely empty. The rest of the floor and the walls were made of concrete, plus there was no one around (other than Black Cat in the other room) so they could both go all-out without worrying about hurting civilians. Spider-Man groaned as he felt a little dazed from the hit, some of his tendrils retracting after softening the impact. The Lizard slowly rose to his full height of 10 feet and glared at the webslinger as he got closer, step by step.

"Hey Doc… ready for your annual physical?" Spider-Man quipped as he stood up to challenge the reptile, who roared loudly in response. And so the showdown began. "I got this…"

The Lizard made the first move and charged at Spidey, swinging his maw in an attempt to clamp his jaws around him, but Spider-Man flipped to the side and began his counterassault with several kicks and punches to the Lizard's face. The Lizard whined in pain, despite his immense size and durability. Spider-Man with the Black Suit was also immensely powerful and could definitely hurt him. The Lizard growled and swung his tail at the wall crawler, but he quickly jumped over it and then did a backflip to create some distance.

"We've been through this before Connors!" Spider-Man said and hit the Lizard square in the face with a powerful Tendril Punch. He then followed it up by using a web to propel himself forward and hit the reptile with a right hook. "If you're in there, I could really use your help!"

As Spider-Man went in for another punch the Lizard suddenly bit down on him with his jaw and shook him around, like a dog would with a toy, before tossing him away. To Spider-Man's surprise he wasn't greeted by a wall, but the soft frame of Black Cat who had managed to catch him.

"Thanks Felicia."

"Don't mention it. But we should-" She didn't get to finish her sentence as the duo had to flip opposite ways to avoid getting hit by a claw strike from the transformed doctor. They quickly regained their composure and began circling around the Lizard, trying to think of what to do next.

"Okay Spider, what's the plan here? You've fought him before, right? So what do we do?" Black Cat asked as she brought out her claws.

"Try beating some sense into him, and then use the antidote on him!" Spider-Man replied as he parried a claw strike with his tendrils.

"A bit too simple for my liking, but I guess it's what we got." Black Cat said and flipped up on top of the Lizard, striking him repeatedly at the back of his head with her Iron Arms. The Lizard snarled and grabbed her, throwing her at a nearby wall with surprising speed. However, she managed to soften the impact by attaching a web to one of the railings on the floor. The giant reptile prepared to pounce on her, but was struck in the face by a Tendril Punch from Spider-Man.

"Get AWAY from her!" Spider-Man growled and then followed up his attack with a Tendril Strike, then a flurry of kicks and punches which all connected to Lizard's face. The transformed Dr. Connors snarled and retaliated with a bite attack, which was dodged, but then he swung his tail and hit Spider-Man square in the chest which sent him back a bit. The Lizard then clamped his jaws around the crime fighter, but Spider-Man yelled and freed himself with a Tendril Blast that made the Lizard whine in pain. With the Lizard backing up a little, this gave Spider-Man and Black Cat a chance to regroup.

"Individually we're not making much progress. We need to take him together. As a team." Spider-Man said.

"As corny as that sounds, you're right. Besides, I'm not superhuman like you, or have a powerful suit for that matter. If that damn reptile gets one good hit on me then I'm definitely going to break a few bones at the very least." Black Cat replied.

"All right, I'll go in and fight him head-on while you provide support and attack when you can. Sound good?" Spider-Man asked and watched as the Lizard as about to attack again.

"Sounds like a plan." Black Cat readied her Iron Arms and the two got to work.

The Lizard charged at the duo and swiped his claws at them, but Black Cat used her Iron Arms to leap upwards while Spidey flipped over the scaly arm. Once he was back on the ground, he quickly let his tendrils out and grabbed the Lizard's head, slamming him into the floor before letting Black Cat shock the reptile with her Iron Arms. While in the air, she then shot out two webs to the ground and launched herself down, kicking the Lizard in the head before jumping away. Spider-Man then used the brief window he had to hit the Lizard with another Tendril Punch. However, as he then launched himself at the Lizard to punch him the reptile snarled and sent him flying with a swipe of his tail. Spider-Man collided with a fence-like part of the wall, but before he could even move the Lizard suddenly grabbed him and dragged him along the fence before tossing him back onto the concrete floor. The Lizard then attempted to strike him with his claws, but Spider-Man quickly grabbed the reptile's arm with his tendrils and held it back, which allowed Black Cat to land a few blows with her Iron Arms. The Lizard snarled and ran up the opposite wall, sending small chunks of concrete down on the floor.

"Well, that didn't work." Spidey said and looked up at the green reptile.

"We just got to keep trying." Black Cat replied and shot several webs at the Lizard's face, blinding him for a brief moment. The Lizard snarled and clawed at his face, trying to get rid of the webbing. But Spider-Man seized the opportunity and quickly closed the gap between them with a web swing.

"Stay still!" Spider-Man landed several punches on the reptile's skull, then used a web to launch himself and deliver a powerful kick to the face. The Lizard lashed out and tried to bite him, but Spidey spun through the air and narrowly avoided it before kicking the Lizard again, sending him back down to the floor with a loud thud. Black Cat shot more webs at Lizard and then dashed at him with her Iron Arms, but to her surprise she was suddenly sent flying back by a claw strike that was faster than she had anticipated. But luckily for her she was caught by her companion in the same way she had caught him moments earlier. "Are you okay?"

"Yeah, I think. It was a miracle I didn't break any bones. That was reckless, I shouldn't have done that." Black Cat said, annoyed at herself.

"What matters is that you're in one piece, so let's keep it that way." Spider-Man comforted her, but had to duck and jump away to avoid a swing from Lizard's tail. But a quick Tendril Punch staggered him long enough for Spider-Man to continue talking for a moment. "Okay, new plan. I don't think he can last much longer if we keep this up. Once we weaken him enough, I'll hold him in place, and you apply the antidote. Sound good?"

"Sounds good."

The duo charged at the Lizard who met them with a charge of his own, but Spider-Man quickly slid across the floor while Black Cat used her Iron Arms to launch herself into the air, above. Spidey then turned into a whirlwind of black tendrils as he struck the Lizard in the gut with a Tendril Strike, but the Lizard growled and clamped his jaws around him, throwing Spider-Man back after shaking him a bit. But in that moment, Black Cat slammed down on Lizard's head and unleashed a barrage of strikes from her Iron Arms. The Lizard whined in pain, but quickly grabbed her and tossed her away. She groaned in pain as she rolled across the floor but rose back up and rejoined the fight. Spider-Man and Black Cat glanced at each other and nodded, going in for one more charge. But this time they switched tactics and began firing web after web at the Lizard, blinding and slowing him down a bit. Spider-Man grabbed the Lizard with a Tendril Yank and slammed his head into the floor. Then Spider-Man and Black Cat swung forward, both of them giving the Lizard an absolute beatdown. Spider-Man used his fists and tendrils while Black Cat used her Iron Arms and claws. Eventually the Lizard had enough and lashed out at them, but they avoided the attack by flipping to the side. While in the air, Spider-Man attached a web to the ceiling and moved himself higher up, doing a flip until he landed on the Lizard's head. After kicking him in the skull Spider-Man shot out two webs to the floor, pulling at them and forcing the Lizard down on the floor. The Lizard snarled and crawled forward a little bit but seemed to be dazed for the moment. Spider-Man quickly seized the opportunity and brought out the antidote, however, to his surprise the Lizard suddenly turned and grabbed him with his giant clawed hand. Spider-Man let out a surprised yelp and the antidote flew across the floor.

"Spider!" Black Cat cried out and ran to help him.

"I'm fine, grab… the… antidote!" With a yell Spider-Man used a powerful Tendril Blast and broke free from the Lizard's grip, then used two large tendrils formed around his arms to stick the Lizard's arms/legs to the floor. These large tendrils were then joined by a ton of smaller ones from his torso, keeping the Lizard in place and preventing him from moving. Black Cat grabbed the antidote and ran towards them as tendrils began to wrap around Lizard's head. But before the tendrils could get a proper grip around his jaws he suddenly roared loudly, triggering the suit and making Peter go into a state of agony. He screamed in pain as the tendrils pulled back into the suit, but luckily it didn't hurt for long since the roar was only for a few seconds. Unfortunately, the Lizard was now free and quickly sent the wall crawler flying with a backhand. Black Cat quickly stopped in her tracks as the Lizard began running, but quickly swatted her to the side. The Lizard snarled and leapt up on the wall, ripping a large vent open so he could escape.

"Felicia, are you okay?" Spider-Man asked as he helped his companion back up on her feet.

"I'm fine, just a few bumps and bruises, but he got away…" Black Cat replied and looked up at the vent.

"You stay here and try and find anything in the lab we can use, I'm going after Connors." Spider-Man said and grabbed the antidote with a web. "I know you want to fight together, but you're still not used to high-speed chases across New York with the webshooters. Besides, if this is going to be anything like last time I fought him then I bet he will be tearing a lot of buildings apart and I don't want you to get hit by debris."

Black Cat was about to protest, but she realized that Spidey was right. She was a good fighter and stronger than most humans, but if she got hit by a stray concrete block then she would be done for. She sighed, putting a hand on Spider-Man's cheek with a look of concern. "All right, but please, be careful. And let me know immediately if you need my help, okay?"

"I will, don't worry." Spider-Man nodded and squeezed Black Cat's hand, then swung into action.

Up on the surface, the Lizard suddenly burst through a skeleton of a T-Rex in a museum, sending bones and debris flying everywhere. He let out a deep growl and looked around before he charged on forward. Spider-Man soon appeared out of the hole in the floor and managed to save the skull of the skeleton with a web acting as a net. Soon the Lizard burst through the wall and was now running across the streets of New York.

"Really not in the mood for the rampaging lizard in New York city thing right now…" Spider-Man said and swung through the air while Lizard casually jumped between buildings, destroying a skyway which Spider-Man flipped over. The Lizard then took a right and began jumping between different buildings which had a highly trafficked road between them. "This is not happening…"

The Lizard suddenly destroyed a bus and kept moving, now running alongside the park.

"Stop! You're hurting people!" Spider-Man yelled and used his web wings to glide through the air. An oil truck exploded and upon flying over it Spider-Man spotted a police helicopter in the air that was also chasing the Lizard. "Great, now the police are involved."

Suddenly Lizard took a left and continued to jump between different buildings, breaking various things on the way and making people panic.

"People! Stay back!" Spider-Man called out to the screaming citizens who were trying their best to get as far away from the giant reptile as possible. Eventually he managed to get close enough to shoot a web at the Lizard, pulling himself to him and closing the distance between them. Spider-Man flipped through the air and landed on the Lizard's back, then attempted to grab the Lizard with his tendril-enhanced arm (or Tendril Arm for short), but was instead slammed through a red brick wall. The Lizard slid across the floor and came to a halt, then lunged at the crime fighter and tried to bite his head off. But Spider-Man managed to grab his jaws just in time and push him back.

"This is gonna sting!" Spider-Man said and grabbed the antidote, but a claw strike to his head made him drop it. The Lizard tried to lunge at him again, so Spider-Man used a Tendril Arm to push the Lizard across the room. However, the Lizard remembered what happened earlier and roared to free himself. The Lizard then broke through the wall opposite of the one they came in to escape. But Spider-Man quickly used his Tendril Arms and launched himself out of the building.

"I got this officers, stay back! You're not helping!" Spider-Man warned the cops as he passed by several police helicopters on the way out. Seeing as how they would not be able to keep up with the Lizard and probably would not be able to take him down, they heeded to Spider-Man's advice and pulled back. They would probably be of more help if they focused on the civilians instead.

"Are you kidding me Connors?!" Spider-Man said in annoyance as he spun through the hole of a corner on a brick building. The reply was a flying car, which Spider-Man narrowly avoided. After chasing him for a bit longer Spidey managed to grab onto the Lizard's torso with his Tendril Arm and pull himself to his back. This time he made sure to have a good grip so the reptile would not be able to shake him off.

"Just stay still!" Spider-Man yelled as he tried his best to stay on. Then out of nowhere the Lizard suddenly collided with a Hunter truck, which sent Spider-Man flying and made the Lizard stumble a bit. Spider-Man managed to get back onto the Lizard's back with a web, but then looked behind him and saw the last thing he wanted to see right now.

"Hunters… really?!" Spider-Man growled and moved to the side, dodging a harpoon from one of the trucks. But then the second truck launched its harpoon, hitting the Lizard in the back and making him cry out in pain. This angered Spider-Man, who decided enough was enough. "You asked for this!"

He quickly used a Tendril Arm to grab the driver from the truck that shot the Lizard and tossed him to the side. Then he grabbed the end of the rope and detached it from the harpoon cannon, but that made him slide around on the ground. With one of the trucks unmanned they quickly drove into each other and exploded, but luckily no one was caught in the explosion. Now free from the Hunters, the Lizard jumped onto a bridge with a rail track on it. Well, not completely free. Hunter VTOLs suddenly entered the fray and fired at the Lizard but hit the bridge instead. A train horn could be heard and then the train itself showed up soon after, but fortunately for everyone involved the Lizard got off the bridge just in time.

"These damn hunters… I told you to stay away!" Spider-Man shouted angrily. He gained some altitude but then did a barrel roll to avoid a crashing VTOL, probably damaged by the Lizard. Bullets were now flying through the air, with more and more Hunters pouring in from all directions. But Spider-Man was determined and continued the chase. Soon after, the Lizard stopped in the middle of the street as he was surrounded by Hunter trucks and was shot by harpoon after harpoon. The Lizard roared and struggled to break free which made the trucks move around a bit.

"Here it comes." With both the Lizard and the Hunters distracted by each other, this was an almost perfect opportunity for Spider-Man to inject the antidote. So he landed on the Lizard's back and tried to stick the needle into him, but to no avail. The Lizard tried to reach for the wall crawler and shake him off, but Spidey managed to barely stay on. "It can't get through his skin!"

A truck was suddenly sent flying towards them as a result of Lizard pulling the harpoons with all of his strength, but Spider-Man rolled through the air and dodged it just barely. The truck collided with the wall of a nearby building and Spider-Man landed on the ground, only for another truck to get sent flying his way. "Woah!"

Seeing no other way to go, the Lizard looked up and began scaling the building. One of the harpoons was still stuck in his skin which meant that he was dragging a Hunter VTOL up the side of the building with him.

"Damn it, the needle's stuck!" Spider-Man quickly shot out a web and grabbed onto the Lizard, sliding on the wall in a similar manner to how one would go water skiing. A VTOL was raining bullets down on the Lizard while the truck continued to flail around, so lots of glass and debris was falling from the building. "I'm not losing this antidote…"

After some more dodging they were finally reaching the top, with Spider-Man still holding on for dear life. The truck finally dislodged from the Lizard, plummeting down to the ground below. Spidey took a quick glance and hoped that no one would get hit by it, but quickly looked back up at the Lizard. "What are you going to do at the top? Fly away?"

"Nowhere to go!" Spider-Man leapt up onto the roof and landed on the shed-like structure that led down to the rest of the building. He stared down at the Lizard who let out a deep growl and took a step towards him, but both of them suddenly stopped in their tracks and looked up at another VTOL that appeared behind Spider-Man. "What the- no…"

In the VTOL was none other than Kraven himself, who wasted no time and immediately fired an explosive arrow at the Lizard using a crossbow. The arrow exploded as soon as it made contact with the Lizard and the explosion sent him tumbling down.

"Connors!" Spider-Man cried out and moved to the edge, seeing the Lizard falling. The giant reptile struggled to grab onto something, but eventually managed to dig his claws into the side of building which halted his fall. However, he was just barely holding on and Kraven's VTOL was circling around the building, getting closer by the second.

"Such a beautiful creature." Kraven grinned and took aim, firing another explosive arrow. This arrow hit the Lizard where his tail started, which made him whine in pain and lose his grip. In a panic he frantically scratched at the building, but it was no use. He was once again falling. But Spider-Man was done watching and jumped off the building, diving straight for him.

"I got you." Spider-Man said and landed on the Lizard's back, but the second after he did that the arrow began beeping and suddenly detonated. The explosion separated the two and the Lizard's tail came off, but luckily for Spider-Man he was mostly unharmed thanks to the suit. He grabbed onto the Lizard again and crawled onto his chest, opening the reptile's mouth so he could inject him with the antidote where his thick scales wouldn't stop the needle. However, just as he was about to inject him with the antidote they suddenly landed on the ground with a loud crash. People screamed in terror and ran for their lives, the ones who were still around that was. And for Spider-Man, everything went dark.

---

Sometime later…

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"Spider? Talk to me! Spider!" Someone was trying to talk to him, but both Spider-Man's vision and hearing was dulled as he was regaining consciousness. He saw something black and white loom over him, but he couldn't make out who or what it was.

"Wha- who…?" Spidey blinked and groaned, feeling a sharp pain in his left arm. His vison was still clouded, and his ears were ringing.

"PETER!"

Spider-Man gasped for air and sat up, coming face to face with Black Cat who was helping him sit up. He panted a bit and looked around in slight confusion, but then winced as he was reminded of the pain in his arm. Glancing at it, he saw that tendrils came out of his wrist and grabbed onto his shoulder, popping the arm back into place. He cried out in pain, but then took a few deep breaths as the pain subsided.

"Are you okay?" Black Cat asked worryingly and checked him for other injuries.

"Y-yeah, I think it was just the arm. I didn't know the suit could do that on its own…" Spider-Man replied. It never seemed to run out of surprises for him. But then he suddenly remembered his impact with the ground when he failed to cure the Lizard earlier. "Where are we?"

"Another testing area connected to the laboratory. I managed to spot you thanks to a camera. We're lucky the system still worked." Black Cat replied.

They were on some kind of red platform consisting of red metal bars with water underneath, making it look like some kind of aquarium for experiments. Speaking of which, the Lizard suddenly leapt out of a small pocket of water next to the platform, landing on it with a loud thud. Spider-Man and Black Cat backed up as the Lizard's tail suddenly regrew right before their very eyes.

"Regeneration is so cool… and so gross." Spider-Man said.

"Let's finish this." Black Cat said and brought out her claws, walking up to the Lizard alongside her companion. The Lizard roared at them in response, but they were undeterred. The Lizard struck first with a few claw strikes, but Spider-Man blocked and parried them with his tendrils. But when he moved in for a punch to the face the Lizard roared in his face, stunning him. Lizard then went in for a claw strike, but Black Cat managed to barely block it in time. The Iron Arms were shaking, and she was slowly sliding across the floor as the Lizard pushed her back, but a few scratches to his face from her claws made the Lizard pull his arm back with a growl.

"I forgot that he picked up a new trick…" Spider-Man mused and shook his head as the pain subsided. He jumped to the left to avoid the Lizard's tail which smashed down on the ground, but Spider-Man quickly attacked with a well-placed Tendril Punch. The Lizard whined in pain and lunged forward, clamping his jaws around Spider-Man, but this time he immediately broke free with a Tendril Blast that dazed the reptile momentarily. Black Cat took this chance and landed a few blows with her Iron Arms, but then had to swing away to avoid a claw strike. The Lizard then jumped up on the wall and ran across it, but Spider-Man saw a large red metal hatch in his path which he opened using two webs, sending the Lizard tumbling back down to the floor.

"He's down, let's make our move!" Spider-Man shouted, and Black Cat nodded in reply.

They moved in unison as they landed punches and kicks to the Lizard's head, moving in perfect synchronization. When the Lizard eventually tried to attack back and swiped his tail at them Black Cat ducked while Spider-Man jumped over it. But while in mid-air Spider-Man suddenly shot out two webs to the floor and dove down on the Lizard, planting his feet on his head which slammed the Lizard's skull into the floor. But the Lizard roared and then sent him flying with a tail swipe. Black Cat tried to go in with her Iron Arms but let out a yelp of surprise as the Lizard suddenly grabbed her with one of his clawed hands and slammed her into the metal floor repeatedly. After doing that a few times he tossed her across the room which made slam into the wall. She landed on the floor and groaned in pain, trying to get back up, but failed.

"Felicia!" Spider-Man called her name and opened a hatch on the floor that hit the Lizard straight in the face. That would give him a little bit of time, which he used to swing over to Black Cat and check her vital signs. Luckily her pulse was fine and she didn't seem to have any broken bones. She was just unconscious. But that still angered Spider-Man nonetheless.

"That's it… if I have to hurt you, then I will!" Spider-Man said angrily and roared as tendrils wrapped around his body for a brief second, before his suit changed its appearance slightly. He had activated his Surge Mode, which meant that he was done holding back. Without a second thought he charged straight at the Lizard, turning into a black whirlwind as he hit him with a Tendril Strike. But he had only just begun and quickly followed it up with a Tendril Punch. Then he unleashed a barrage of punches, ending it with a powerful uppercut. The Lizard tried to run by jumping back onto the wall, but Spidey quickly used the hatch trick again to ground him. "I'm not even doing this for me! Harry needs you! You remember him?"

The Lizard only growled in response and threw a piece of railing at him, which Spider-Man easily jumped over. Spider-Man swung towards him and began striking him repeatedly with his Tendril Arms, swiping them at him over and over again. "He's dying Doc! I can't lose him! "You're the only one who can help him!"

But the doctor was not there, only the beast. Spider-Man realized that there was no point in talking so he just continued to pummel him. He leapt up into the air, grabbing the Lizard's mouth with his Tendril Arm and slamming him into the floor. With a Tendril Yank he did it again, then followed it up with a backflip kick. While in Surge Mode his attacks were unrelenting, but his initial rage was beginning to wear off. His suit slowly changed back into its regular appearance and his attacks did not hurt as much anymore, but they were still very strong. However, this allowed the Lizard to strike back with a tail swipe that sent Spider-Man flying back.

"Hn… huh?" Black Cat finally stirred awake, groaning as she held her head. Once her vision cleared she saw Spider-Man duking it out with the Lizard, dealing blows to each other with no one really getting the advantage. She shook her head and started running towards them, shooting out two webs as she launched herself through the air, kicking the Lizard straight in the face with a double kick.

"Felicia! You're awake!" Spider-Man said with a hint of joy in his voice, happy to see her back in action so soon.

"Yeah, and just in time from the looks of it. Ready to finish this Spider?"

"You bet I am. Let's get Connors back." He replied, prepared to end this fight once and for all.

They ran towards the Lizard who swiped his claws at them, but Spider-Man jumped over his arm while Black Cat slid underneath it. Everything seemed to move in slow motion as Spider-Man rolled through the air and dropped the antidote into Black Cat's hand, then immediately kicked the Lizard in the chest. The Lizard was knocked over so hard that when his back collided with the floor the metal squares he was laying on bent outward, pushing into the water down below. Spider-Man had four tendrils protruding from his back, almost mimicking his old mentor Dr. Octavius as he used two of them to suspend himself in the air. The other two grabbed the Lizard's arms and held him in place. The Lizard opened his mouth to roar at him, but Spider-Man quickly wrapped two more tendrils around his jaws which prevented the roar.

"Now Felicia!" Spider-Man yelled as he could feel the Lizard struggling to break free.

"On it!" Felicia ran past him and shoved the needle up into the Lizard's upper gums, finally injecting him with the antidote.

But in that moment, the metal squares finally gave in and all three of them landed in the water. Spider-Man quickly sent out his tendrils and pushed his companion back towards the surface but was suddenly sent into a wall by a strong kick from the Lizard. Black Cat got a little worried, but Spidey held up a hand to show that he was okay, so she took that as a sign to wait for him on the surface. Spider-Man watched as the Lizard roared one last time and sunk into the abyss. His giant reptile body slowly but surely transformed back into its original human form, finally bringing Doctor Connors back. Spider-Man swam through the water and grabbed the unconscious doctor, bringing him back to the surface. Now they were one step closer to their goal.

---

Later…

---

Doctor Connors finally woke up and found himself on a couch in the break room in the old lab, confused as to why he was there. The last thing he had remembered clearly was back at Kraven's hideout when he had transformed into the Lizard, but everything after that was… foggy, at best. He groaned as he sat up, taking a look at the stump where his right arm used to be. Despite everything, he still missed having his arm. But his thoughts were interrupted when a black, goopy tendril appeared in front of him and offered a white shirt. He gasped in fear and looked up to see Spider-Man in the Black Suit hanging from the ceiling. Glancing at the shirt, he grabbed it but he was still hyperventilating a little from seeing the Black Suit. Once he had taken the shirt the tendril retracted back into Spider-Man's arm.

"Where did you get that?" Connors asked.

"Harry Osborn. He said you designed it." Spider-Man replied as Connors got up from the couch and took a few steps back, fear evident in his eyes.

"Come with me." Connors said with a serious tone.

Spider-Man dropped down from the ceiling and landed on the floor before they made their way to the class case with the mineral he and Black Cat came across before their battle with the Lizard. Speaking of Black Cat, they met up with her on the way to the glass case so she could also see what Connors was going to show Spider-Man. Connors had heard of Black Cat and was surprised to see her here, but he had more important matters at hand than to ask about a former burglar. He typed something on the computer and the robot arm inside the glass container held out the mineral so he could grab it. Holding it up to Spider-Man, the Black Suit reacted as small tendrils protruded all over it and let out a tiny screech. It wasn't in pain like when exposed to loud noises, but it was a reaction nonetheless. After pulling the mineral back the suit returned to normal and Spider-Man panted a little, with Black Cat putting a hand on his shoulder in slight concern.

"It's just as I thought…" Connors shook his head and was about to put the mineral back on the robot arm, but out of nowhere two arm-sized tendrils protruded from Spider-Man's back and grabbed it. They didn't attempt to remove the mineral from Connors's hand, but instead just held it.

A vision suddenly began to play out before Spider-Man's eyes, an event from many years ago. He saw fire between a cliffside and a bushy field, which had to be a crash site of some kind. The vision moved in closer and on the ground was a black blob about the size of a football, with small tendrils sticking out of it and wriggling around. Spider-Man then saw several Oscorp security guards along with Norman himself and what looked like a slightly younger Doctor Connors, who still had his right arm.

"It's over here!" Norman said as everyone began moving towards the blob.

"Woah! Woah! Back off! Going in for a closer look!" Connors ordered the guards and slowly approached the unknown object. In turn the blob approached Connors using its tendrils. Most people would probably run away at the mere sight of something like this, Connors didn't. Curiosity was a part of being a scientist after all. "It's okay, it's okay."

"Fascinating…" Crouching down, he got a closer look at it and was intrigued by whatever this was. But his scientific curiosity would cost him dearly this day. Like a snake lashing out against its prey the blob suddenly grabbed onto Connors's right arm with a tendril and slowly began to pull him towards it. He began to panic as two guards grabbed him and tried to pull him away, but the blob was incredibly strong for its small size. The two guards were struggling to pull him away and he laid down on the ground as the tendril began to wrap around his arm. A third guard aimed his assault rifle at the tendril but was unsure of how to proceed.

"Shoot if off!" Connors grunted as he kept struggling, realizing that there was no other way of getting the creature off him.

"Do it!" Norman approved of this as he came to the same realization. Connors screamed in pain as the guard fired his assault rifle, freeing him at the cost of his arm. And with that, the vision ended.

As Dr. Connors finally managed to pull the rock out of Spider-Man's grip the tendrils slowly retracted back into the suit. The suit looked slightly different now, looking more visceral and jagged. The suit looked more "veiny" now, as small tendrils were now present within the surface and even wriggling ever so slightly at all times. The spider emblem had changed a little as well, with six of the legs running across the ribcage and its two top legs running across the shoulders. Normally it only looked like this when he used his Surge Mode, but now it looked like this was the new default.

"What is that thing?" Spider-Man asked weakly as he was still processing what he saw in the vision. Black Cat was there to support him and let him lean on her, ready to help if he was feeling unwell.

Connors put the rock back on the robot arm which retracted back into the glass case. "It's a fragment of a meteorite that landed outside the city years ago… it's where we found that."

Spider-Man and Black Cat both looked at the Black Suit, then back at the doctor in shock.

"He's wearing an alien?!" Black Cat said in disbelief.

"We call it a Symbiote. It bonds at the sub-cellular level with its host… in our case, Harry Osborn." Connors explained and took a few steps away from the desk, deep in thought. He then raised a finger in realization. "He gave it to you?"

"Not exactly…" Spider-Man replied and shook his head. "I was hurt and it-"

"And it chose you."

Everyone was silent for a moment, trying to process everything that had just been said.

"Which means it's more dangerous than I could've imagined…" Connors continued. "We need to call Oscorp. We need to destroy it."

But as Connors moved to the desk to grab his phone Black Cat suddenly grabbed his shoulder, not too hard, just enough to stop him from grabbing the phone.

"But why? It hasn't done anything wrong! All it's done is protect its host, it even saved his life! It helped us cure you and stop a lot of Hunters, so there's no reason to destroy it." Black Cat argued.

"But it's smarter and more powerful than we anticipated, there's no telling what danger it could cause. We don't know what its intentions are, what it's going to do, the amount of harm it's capable of causing is just-"

"You want to destroy us… because we can cause harm?" Spider-Man finally spoke and took a step towards the doctor, scaring him a bit. "With that logic we should destroy you as well. I mean, all it takes is one serum injection and you turn into a giant reptile that rips apart New York. Or am I wrong?"

"All right, easy now Spider, easy." Black Cat put her hand on Spider-Man's shoulder and calmed him down, as she noticed that he was starting to get angry. "What he's trying to say is that just because the suit can cause harm doesn't mean it will. I mean, he can do that without the suit anyway and all he's ever done is helping people. Give it a chance at least."

Connors was silent and stared down at the desk, not sure of how to respond. Eventually he let out a sigh and looked back at the duo. "All right, fine. But you need to stay in contact with me and report immediately if something's wrong, okay? I want status updates on a regular basis."

Connors and Black Cat both looked at Spider-Man, who slowly nodded, accepting the doctor's terms. He seemed to have calmed down now, much to both Black Cat's and Connors's relief.

"Sounds like a plan to me. Here's my number." Spider-Man said and used a tendril to write his number down on a note. He held it up for Connors to grab who reluctantly grabbed it from the black tendril. "Do you need a ride out of here?"

"N-no thanks, I still know my way around here. But thanks for the offer anyway." Connors declined, but whether it was out of fear for the suit or not was unclear.

Seeing as they were done here, Black Cat and Felicia decided to swing out of the lab and back up to the surface. It had turned nighttime and the streets were more peaceful now. But as they swung through the air, they failed to notice a hooded figure standing on top of a building, looking at them.

"Eyes on the target. Pursuing." The female Hunter spoke into a radio, alerting her fellow Hunters to her location. Spider-Man and Black Cat had no idea that someone was watching them and just continued swinging.

"You know, I just realized something. We have been referring to the Symbiote as a suit this whole time, as an object. If it really is a living being, then maybe we should give him an actual name?" Black Cat asked in the middle of a swing.

"Yeah, you're right. I don't really have any ideas for names though." Spider-Man replied and landed on top a building where they had a great view of the rest of New York.

"How about… Venom? The container for him was labeled VNM, which sounds like Venom to me." Black Cat suggested.

"Hm… Venom. I like it. How about you buddy?" Spider-Man said and looked at his arms, which he held out in front of him. To his surprise the vein-like tendrils on the arms seemed to wriggle a little bit extra in response to his question. "I think he likes it too. All right, Venom it is then!"

"He's been a great help on this… adventure? I guess you could call it that." Black Cat mused and put her hand on Spider-Man's forearm where the tendrils had wriggled, but then looked into his eyes. "Speaking of which… we've really made one hell of a team, haven't we?"

"Yeah… we work even better now than we did back in the day." Spider-Man nodded, feeling his heartbeat slightly faster. "I just… wanted to say that I am really grateful for everything you've done for me. You could have stayed in Paris, but instead you came all the way back for me… and you've been by my side ever since then, covering my back at all times. You have risked your life for me several times. I cannot thank you enough."

Black Cat moved her hand up to Spider-Man's cheek, holding it there affectionately with a smile. "Hey, it's what partners do right? Besides, I just like spending time with you."

Out of nowhere Spider-Man's mask suddenly peeled back, exposing his face to Black Cat. If it had been in front of anyone else that wasn't MJ or Harry he would have freaked out, but to his surprise he felt… calm. After everything they had been through together, he trusted her. Peter's arms slowly wrapped around Felicia's waist, bringing her slightly closer to him. "I… like spending time with you too."

"I never got the chance to say this before but… you're even more handsome than when we were together." Felicia softly whispered and slowly began to lean in closer. Peter seemed a little hesitant, but he parted his lips slightly and that was all Felicia needed to see before giving him a deep kiss. As their lips mashed together, their arms wrapped tightly around each other in a warm embrace. For them it felt like it lasted a beautiful eternity. Eventually they pulled away from each other to breathe and panted a little, a small bridge of saliva connecting their mouths.

"I guess we'll both have to go home for the night… do you have somewhere to stay?" Peter asked after they had gotten a moment to breathe.

"Yeah, we're not that far from my place actually." Felicia replied and pointed at an apartment building in the distance. "Fifth floor, number 47."

"All right, I'm going to head back to my house soon. I guess I'll see you tomorrow?" Peter said and looked at her with a hopeful expression.

"Of course. See you tomorrow… Peter." Felicia gave him a quick peck on the cheek, stunning him with both the kiss and the fact that she called him Peter instead of Spider. She then started walking away, swaying her hips as Peter watched her leave. "Goodnight."

"Goodnight Felicia." Peter smiled and watched her jump, swinging away into the night sky. Even though he wanted to be with her a bit longer he knew that they would see each other again tomorrow. Once she was gone his mask peeled back on and he swung away as well. He wanted to check the streets for any crimes before he headed home. Despite everything that had transpired during the day, he was in a very good mood. But as he flipped through the air and used his web wings to glide through the air, he suddenly got a call from MJ. "MJ! I'm glad you called, how are you doing?"

"Good, storing some boxes at the house, just checked on Harry…" MJ slowly replied, noticing that Peter was in a very good mood for some reason. "But how are you? I saw the news about the Lizard chase."

"I'm great! Connors is cured, the suit's still going strong and apparently is called a Symbiote. Oh and uh, it's… an alien. Which is pretty nuts, right?" Peter calmly replied.

"Wait, what?" MJ said in confusion. "You… don't sound concerned."

"I'm a little concerned, but I also couldn't have stopped Connors without it." Peter responded and made another swing through the air, relieved to see that the city seemed to be peaceful tonight.

"Peter, the two of you tore through half the city! Like, did you see what you did to the museum? I'm honestly surprised no one got killed." MJ argued.

"Hey, don't put that on me! I almost had him back in the sewers, if he hadn't roared and triggered the suit then I would have been able to cure him right then and there. I tried my best to cure him as soon as possible, but then Kraven and his damn Hunters showed up and made everything even worse. I always try to minimize collateral damage and you know that. Are you saying it's my fault that the Lizard tore through all those buildings?" Peter replied in a slightly annoyed tone.

"That's not what I..." MJ sighed. "I'm gonna work here for the rest of the night… my muse for a new Jonah-proof article has finally struck. Maybe I'll have something to show you if you come back later."

And with that the call ended. Peter decided to give her some alone time before he headed back and went around New York for a bit. He helped a photographer who needed something for the Bugle by giving her advice and letting her get a good picture of him swinging through the air. Then he stopped a small arms-deal in an alleyway, but that seemed to be about it.

"Man… I was hoping to give MJ some alone time, but I'm beat. Time to head home for a little rest. Wonder what she decided for her article." Spider-Man said to himself and began making his way home. He yawned, feeling the exhaustion in his body after fighting the Lizard all day. "Ugh, I forgot to wash the sheets at the house again."

Soon enough, Peter made it home in the dark of night and went through the window to his bedroom, the mask peeling back since he didn't need it at home. But the rest of the suit remained the same, not even changing into regular clothes. As he rolled onto the bed, he noticed that MJ's computer was laying on it. And just as he moved it and placed it on the bedside table MJ herself suddenly entered the room.

"That's the story I was telling you about. I wanted to get your thoughts-"

"Looks amazing MJ. I can't wait to read it. I'm sorry, I'm just… so tired… can't think…" Peter rolled back onto the bed, yawning as he was practically half asleep already.

"Wait, you're still in the suit?" MJ asked when she noticed that Peter was still wearing the Symbiote Suit. "I thought Connors was going to help you get it off. What about Harry?"

"Sorry… can we do this tomorrow? I'm just so… beat from… Lizard… wrangling…" Peter replied sleepily and yawned again as he drifted off and fell asleep.

MJ sighed and grabbed her computer, moving it over to Peter's desk so it would be easier for her to work. But as she did, she suddenly noticed that black tendrils came out of the Symbiote Suit and pulled the blanket over Peter, as if the suit was watching over him in his sleep. MJ looked at Peter, unsure of how to feel about what she just witnessed, but her thoughts were interrupted when she suddenly heard something from the street. It sounded like something breaking and shutting down, so she moved to the nearest window and looked out on the street. Hunters were everywhere and breaking the streetlights so it would be harder for people to spot them. MJ gasped in shock as she saw them gather and slowly move in on the house.

"Pete!" MJ quietly said his name, but when she moved and looked at the bed, she found it completely empty. Peter was gone, so she was all on her own. Luckily her Symkarian Taser was laying on a nearby bookshelf, so she grabbed it and took a deep breath. "They don't have that many guns…"

MJ had barely left the room when she encountered the first Hunter who was going to check the top floor, but luckily he was facing away from her so she quickly knocked him out with a tase to the neck. Sneaking her way downstairs she thought about her options here. "Can't go out the windows. Downstairs is my only shot."

There were two Hunters searching the main floor, but after some sneaking around she managed to knock both of them out without alerting the other Hunters. "If they've got both the front and the back covered, maybe I can go through the basement…"

She quietly went through the door to the basement and carefully closed it after her, moving down into the basement as quickly as possible. Peter had a workbench down here with some Spider-tech laying around, so she equipped a web-shooter to her taser. And it was good timing too, because a Hunter almost nailed her skull with an arrow. In retaliation she webbed his face and blinded him before she charged and tased him, knocking him out swiftly. Sneaking through the basement window, MJ finally made it outside and sent a message to Miles for help. She then hid behind some trashcans next to the house and sent another message telling him about the Hunters at May's/Peter's house. However, only a second after she sent her second message a Hunter found her and pointed his crossbow at her. But out of nowhere a large black tendril suddenly grabbed him and tossed him into a Hunter truck. The Hunter grunted in pain and stood up but didn't even get a chance to look at his attacker. Spider-Man grabbed the Hunter again and used his Symbiote Yank, slamming him down on the trunk of the truck. He then jumped onto the truck and roared in the Hunter's face as several tendrils protruded from his back in several directions, almost like some kind of tendril halo. Spider-Man hissed and slammed the Hunter into the truck before swinging away, more Hunters arriving at the scene once they noticed the commotion.

"Peter…?" MJ whispered in confusion, watching him leap and swing away into the night sky. She had to find him and find out what was going on with him, but first she had some traversing to do. Slowly but surely she made her way over to the next street, knocking out or webbing up a few Hunters along the way. MJ went through a neighbor's garage to get to the next street, so she moved along a house as she tried to sneak up on a Hunter. Unfortunately, it seemed like the owner was home and not happy that someone was sneaking around on their property in the middle of the night.

"Hey! The hell's going on out here!" The owner barked as she leaned out the window of her house, only a few meters away from MJ. The redhead desperately hushed at her, but she wasn't having any of it. "Don't tell me to shush-"

To the horror of both MJ and the house owner the Hunter had noticed them and was aiming her crossbow at them, but luckily for them four giant tendrils suddenly slammed into the ground. They were soon joined by Spider-Man who dropped down on the Hunter, knocking her out in an instant. He let out another roar and then left again.

"Get inside. Stay quiet." MJ instructed the homeowner who seemed to be more cooperative now that she had seen the Hunters and Symbiote Spider-Man in action.

More Hunters arrived on the scene and most of them moved forward to chase Spider-Man, who apparently had moved into some kind of construction area from the sound of it, but some of them stayed behind to patrol. They had caught on that MJ was knocking them out one by one and this time they had robot dogs with them. The redhead changed strategies and went for distractions this time, luring them away from her path to Peter. Soon enough she went through another door and reached a small construction side where they were building new houses in the neighborhood. The rain poured down, pattering against the ground and the buildings as MJ looked around for Peter. It didn't take long for a Hunter to get sent out the window of an unfinished house by a giant tendril, followed by an angry roar. Lightning struck in the distance as more Hunters began to move in, but so did MJ. However, she suddenly heard a voice in some speakers, one that she recognized.

"My Hunters, you have been stalked by that woman this whole night as you tracked the Spider. When you find him, she will be nearby… bring them both to me." Kraven ordered and ended his message.

MJ knew that she had to hurry, so she quickly moved through the unfinished houses for better cover and knocked out more Hunters. Eventually she reached the house she saw the Hunter get thrown out of, but inside were just more unconscious Hunters.

"Where did he go?" MJ quietly whispered to herself and vaulted out the window, back down onto the ground. She grunted as she bent her legs to soften the landing but was caught by a Hunter.

"Shhhhh!" The Hunter hushed as she held up a knife to MJ's throat, but the redhead quickly threw her head back and dazed her long enough to tase her. Once the Hunter was unconscious she took a breather and gathered herself. A moment later some hissing could be heard a few meters away from MJ and she realized who it was.

"Peter?" MJ called out his name in slight relief. "I need you to come… with me…"

In front of MJ was a horrifying sight. Spider-Man had a Tendril Arm holding a Hunter by the head, almost making it look like he was draining his brain juices or something. Spider-Man just growled in response and tossed the Hunter into the wall to his left like a bag of trash. Spider-Man then swung away without saying a word. Fortunately for MJ, she got a call from the one person she needed right now.

"Miles?" MJ asked as she answered her phone, hoping that it was him.

"Look up!" Miles replied as he passed by MJ, swinging just above her. He landed on the wall and stuck to it while looking at the redhead.

"Go after him!" MJ pleaded. Miles was not about to let his friends down, so he immediately swung into action and went the way Peter just went.

"Sorry I'm late, the hell's going on with Pete?" Miles said and continued making his way across the city as the rain continued to pour down.

"He's not himself. I think it has something to do with that suit. It's called a Symbiote and it's an alien!" MJ explained over the comms.

"What?!" Miles was in complete shock. He had seen the suit in action and it did seem kind of alive, but he would have never suspected that it was an alien. "Like… he's wearing an alien?!"

"Just help him, Miles! Please." MJ pleaded.

"I'm on it MJ." Miles replied and ended the call. He soon arrived at a construction site in the middle of the city where Peter was fighting a bunch of Hunters, and he was not happy. He was growling and hissing as he tossed the Hunters around like spare change. As Miles got closer to the battle Peter was currently beating the ever-living hell out of a Hunter with his tendrils.

"Spider-Man! It's me!" Miles called out to his teacher, but the only reply he got was Peter angrily tossing a manhole cover at him like a frisbee. Miles jumped over it, but when he landed some Hunters seemed to have their attention on him. It looked like some fighting was in order. But Miles did not have time for this, so he used his strongest attack right off the bat, the Mega Venom Blast. He crouched down and held his arms close to his body while charging up blue lightning all around his body, then released it in a powerful web-looking ball of blue energy that knocked out all the Hunters in close proximity. Now that the crowd was a bit smaller, he could talk to MJ over the comms about the situation. "He just threw a manhole cover at me!"

"Are you sure it was at you?" MJ asked.

"Pretty sure!" Miles replied as he dealt a powerful uppercut to a Hunter and then used a web to slam them down into the ground. "He stopped outside the Queensborough Tunnel, there are Hunters everywhere."

"I'm heading over there now! Don't let the Hunters chase him away again!" MJ said with determination, despite the fear and worry gnawing away at her.

"You got it!" Miles ended the call and focused on the Hunters, webbing one up before tossing her into one of her comrades. He then leapt into the air and charged up orange lightning in his right hand, before slamming it down into the ground and creating a small shockwave.

"Hey! The tunnel! He's in the-" One of the Hunters tried to warn his fellow Hunters about Symbiote Spider-Man, but was quickly thrown into one of the Hunter trucks. Peter then tossed a metal beam away that was about to fall on him and used a dozen different tendrils to grab a Hunter truck. He slammed it down in front of several Hunters, making it explode and send everyone flying.

"Spider-Man, stop! What's going on? Talk to me!" Miles tried to reason with his teacher, but to no avail. Peter just continued to beat the hell out of Hunters like it was nobody's business, but luckily no one seemed to have died so far. But with how angry he seemed to be it might just be a matter of time before that changed. "Thought he was just being weird before, but this is way different. It's like he's not even there…"

Miles flipped through the air to avoid a barrage of arrows from some crossbowmen, before moving in to fight them in close combat. He charged up his orange lightning and dealt a powerful blow to them that knocked them back, allowing Miles to quickly web them up. Moving to the side to avoid a punch, Miles suddenly saw Peter lash out from above with his tendrils which destroyed the second Hunter truck that was there.

"Woah, WOAH!" Miles felt like that explosion was a bit too close for comfort and quickly moved away, kicking a Hunter in the face along the way. "Spider-Man, it's me. Spider-Man. Remember? Come on, snap out of it! How am I gonna finish my college essay without my favorite tutor?"

But seeing as how Peter was not in a talking mood Miles continued to fight off the Hunters. A Hunter with two swords attempted a slash strike from above, but Miles parried it with his lightning and then swiftly knocked them out with a barrage of kicks and an uppercut. A second Hunter fired a net at him, which he jumped over and closed the gap with a web swing. A few quick punches to the face and a throw to the wall quickly took care of him. Peter was still showing up here and there, destroying everything in his path and knocking out Hunters left and right.

"I'm almost there, Miles! How's Peter?" MJ asked over the comms.

"Angry! And not listening to anything I say!" Miles said and flipped to the side to avoid some more arrows.

"We might have to try something else then…" MJ mused.

"I'm open to suggestions!" Miles responded with a hint of panic in his voice as he narrowly avoided the arrows exploding right behind him. He quickly webbed up the culprit's crossbow and tossed it in their face before webbing them up. Sensing danger behind him, he quickly did a backflip and landed behind a Hunter who attempted to stab him with a sword. But she was swiftly knocked out with a barrage of punches and a kick to the face. Once again, he sensed danger behind him so jumped out of the way of an arrow. The crossbowman looked at Miles but didn't even get a chance to reload as Peter suddenly slammed his tendrils down next to him and sent him flying. Miles landed on a nearby trash container and got another call from MJ.

"Miles! I need you to seal me and Pete in the tunnel!" MJ said.

"What?!" Miles was in complete disbelief, it sounded insane. When he then looked up and saw MJ approaching the construction site on her motorcycle, he realized that there was no time for debate.

"If I can just talk to him alone, I know I can snap him out of this!" MJ explained as she got closer to the site, now she could see the battle taking place. Peter was screaming in anger and tossing around Hunters with his tendrils, not exactly one would want to talk to in an enclosed space.

"MJ, I don't know if that's the best-"

"Now Miles!" MJ was now at the site and with the speed she was going there was no stopping her.

"Oh man…" Miles didn't like this idea at all, but he had no choice. Shooting a web up, he immediately used it to swing towards Peter and kick him square in the chest, sending him down into the tunnel. Seeing MJ going into the tunnel, he shot up two webs at the ceiling and used all the strength he could muster to pull it down, blocking the entrance once MJ was inside.

Inside the tunnel, MJ was trying her best to avoid debris falling down on her. However, she ended up sliding across the concrete as her bike fell over when she attempted to slow down by turning it to its side. Once she had come to a halt she groaned in pain and coughed, removing her helmet since she didn't need it anymore.

"MJ! MJ, are you okay?!" Miles asked over the comms.

"Yeah, but I don't see Pete… hang on." MJ ended the call and put her phone in her breast pocket, using it as a flashlight. The tunnel was dark and only a few lights were on so she was going to need it. Something else she felt that she needed was her taser, so she held it firmly in her right hand just in case.

The tunnel was full of various vehicles, material and other construction-related stuff. MJ vaulted over some railings and approached a large digital sign that read "TUNNEL CLOSED" with a truck next to it. The right headlight on the truck was on, but it was destroyed when out of nowhere Peter suddenly landed on the trunk and hissed at MJ.

"Wait!" MJ said, but Spider-Man didn't wait. Instead he just moved further down the tunnel. "I… I just want to talk!"

Since the main part of the tunnel was blocked MJ had to squeeze through a tight path on the side, which eventually led back to the main tunnel. Further down the tunnel it looked like it had flooded a bit as lots of water was covering the floor. Roaring and hissing echoed throughout the tunnel, which was often followed by the sound of metal creaking or something breaking.

"I don't want to hurt you!" MJ tried to reason with him when she saw him lift a car with his tendrils and punch it straight into a wall. There was even more water here, reaching all the way up to MJ's thighs. But despite her pleas Peter just continued to move down the tunnel. "Where are you going?"

There was metal scaffolding on each side for a part of the tunnel which made the path even more narrow and when MJ was about to reach the end of it, three red metal beams came crashing down from the ceiling. But Lady Luck was on MJ's side this time as two of them formed a cross which didn't get in her way, while the last one just fell on the ground further away. It did almost give her a heart attack, however. Once she made her way past the metal beams, she came across a large pile of debris that almost blocked the whole tunnel, but there was a small gap on the side she could squeeze through.

"Oh no…" As MJ squeezed through the gap she could hear Peter snarling and hissing, hearing him destroy even more of the tunnel. She could see his silhouette in the dim pink light that was one of the light sources left in the tunnel, seeing his tendrils flail around violently. "Stop! You're going to flood the tunnel!"

When she came to the end of the gap a light short-circuited right in front of her face, scaring her. After taking a breather she exited the gap and looked around for Peter.

"Pete?" MJ quietly called out his name, hoping that he would answer. But there was nothing. Despite all of the noises and destruction from earlier, it was now quiet. Too quiet. The eerie silence was really creeping MJ out, but she was not going to back out now. The water splashed as she took a few, slow steps forward. A small piece of debris fell down from the ceiling to her left and she gasped, pointing her taser by instinct. Seeing as how it was a false alarm she let out a sigh of relief. What she didn't notice was that there were a pair of large white eyes in the darkness behind her, just two meters away. A quiet hiss made MJ turn around and then stumble backwards, terrified. The light from her flashlight now illuminated the darkness and she could see what was there. Peter was on the wall on all fours, with his feet closer to the ceiling while his head was closer to the floor. His head was leaning upwards, looking straight at the redhead while two arm-sized tendrils came out of his back and slammed down into the floor in front of him. He really was like a spider right now, waiting on the wall for its prey. And unfortunately for MJ, he looked very pissed off.

---

Meanwhile, outside the tunnel…

---

Miles was still fighting off Hunters and despite the amount he had already fought and defeated, he was still going strong. But they were resilient, and their numbers were great. He used his blue lightning and slammed down in front of a Hunter, stunning him and knocking him out swiftly. He then leaned his head to the side to dodge an incoming arrow, before yanking the crossbowman to him and dealing several blows to his skull. But he was getting worried about MJ, so he decided to check up on her.

"Any updates, MJ? How's everything going in there?" But to his horror there was no response, only static. It could just be that the signal was bad in the tunnel, but Miles feared the worst. "MJ? MJ! Come on, answer me! Damn it… I need to get in there."

First things first, he had to take care of the remaining Hunters if he was going to help MJ and Peter. A swordswoman tried to attack him with two swords, so he kneed her in the chin and sent her up in the air, then slammed her back into the ground with two webs. Another Hunter attempted to kick him, so he jumped and did a barrel roll up in the air, using a web to send himself back down to the ground and punch the Hunter right in the face.

"You know, we're making a lot of noise! Police will be here soon!" Miles warned the Hunters and used his blue lightning as he choke-slammed a Hunter into the ground.

"Is that fear, little Spider?" One of the Hunters mocked him and took aim with his crossbow but got webbed up before he got the chance to fire it.

"Just giving y'all a heads up you're gonna have an audience when you lose in a minute!" Miles replied and used his invisibility to sneak up on a Hunter before shocking them unconscious with his blue lightning. The Hunters started bringing in their robot dogs and bird drones now, so Miles switched tactics. Those machines could be a real pain in the ass, so he used them against each other by tossing them like projectiles, which killed two birds in one stone. For some of them he used wooden crates and concrete blocks to take them out, but either way he slowly but surely destroyed them all. A Hunter aimed his sniper rifle at Miles and fired it, but his Spider-Sense warned him just in time. Miles yanked the sniper rifle out of his hands and then blasted him with blue lightning. The Hunters were dwindling, but now one of their stronger guys challenged him. It was a brute with an axe, similar to the "Bear Man" that Peter had fought back at the EMF. The brute swung his double-bladed axe down in a powerful swing, but Miles turned his body 90 degrees, and the axe just barely missed him which made the brute grunt in annoyance. Elbowing the brute in the face, Miles followed it up with an electric punch and a few regular punches. But he was suddenly sent back by a strong kick to the gut. He grunted in pain but had to roll out of the way as the axe almost hit him again. Deciding not to play around anymore, he leapt through the air and charged up blue lightning in his right fist. The punch connected with the brute's face, and everything seemed to move in slow motion as he was sent flying and went out like a light. But just when everything seemed to be going as smoothly as it could everything was about to change.

"Spider-Man!" A construction worker up in a crane cried out for help.

"Oh no." Miles already had an idea of what was about to happen, but he hoped that it was not the case.

"The crane won't respond!" The worker said and waved his hand to show exactly where he was. Three more Hunters showed up to fight Miles, but that was also when the crane began to tumble down to the ground. "Heelppppppp! AHHHHH!"

Miles didn't have time for games and quickly used a Mega Venom Blast to knock out all three Hunters in one fell swoop. He then jumped onto a railing and launched himself at the falling crane, but the worker suddenly fell out of it, screaming as he was falling to what was almost certain death.

"Hang on!" Miles shouted and used two webs to launch himself down, grabbing the worker just in time. He managed to grab onto a railing and held the worker with his one free arm as the crane crashed down on the ground not far from them. Fires were now burning, but no one was dead. Miles's Spider-Sense suddenly went crazy and he looked around for danger, only to suddenly feel a needle in his back.

"Wait…" Miles said weakly in confusion.

"Spasibo." The worker said with all hints of fear gone, now speaking with the same accent and confidence that most other Hunters had. He pulled the needle out of Miles's back once the drug was pumping through his body.

"You're… welcome…" Miles said as he fell to the ground, crashing down on the concrete with a loud thud. He weakly looked up when he heard a VTOL arrive, but then passed out. And as he did so Kraven jumped out of the VTOL and landed on the ground, who looked pleased. A few Hunters joined his side as he looked at the sealed tunnel and the VTOL repositioned itself, aiming its guns at the debris.

"Open it!" Kraven commanded and the VTOL began pouring bullets into the concrete, slowly but surely eating away at it.

---

Meanwhile, inside the tunnel…

---

MJ was shaking with fear and didn't know what to do. She slowly raised her taser, but that only angered Peter as he snarled and raised one of the tendrils. Like a snake pouncing on its prey, he lashed out with his tendril at MJ and she held up her arms, fearing that this was the end. But to her surprise she heard a web launch and someone grabbed her, swinging away from the tendril that missed and slammed into the concrete instead. Peter turned his head to the right and let out an annoyed hiss, pulling his tendril back.

"Thanks Miles, I thought I-" But when MJ looked up she noticed that it was in fact not Miles. Instead, it was someone she and Miles helped get out of New York to be in Paris with her girlfriend. "Felicia?!"

"Hello Red, long time no see." Black Cat just smiled, being very calm despite the literal monster that was only a few meters away from them.

"But… how? Miles said you went through a portal to Paris to be with your girlfriend. Wait, how did you even find me?!" MJ blurted out, feeling beyond confused.

"Things change hun. And despite pointing it out before, you're still using the old channel. I heard everything and went out here to help my man." Black Cat replied and turned towards said man, who was just glaring at them.

"Wait, what?" MJ was even more confused now. Her man? MJ got a few answers, but now she just had even more questions. However, her confusion was quickly replaced by worry as she watched Felicia walk towards Peter. "Felicia, wait! Peter's not himself, you're going to get hurt!"

"Peter's asleep honey. In case you didn't realize, Venom is looking out for him right now. That's the Symbiote, in case you were wondering." Felicia casually strolled up to Peter who hissed but made no attempts to attack her. His eyes narrowed and his tendrils moved him out from the wall slightly, suspending him in the air in the exact same position. Felicia stopped just a meter away from him and he hissed again, but a bit quieter this time. She slowly reached her hand up to him and without hesitation she gently put it on his head, patting it as she subdued the beast. Symbiote Spider-Man narrowed his eyes as much as he could, his version of closing his eyes, and let out a purr-like growl. "Unlike you Red, I trust him with my life. I know he would never hurt me."

"But… I haven't done anything to him…" Mj panted and slowly got up. Seeing as how "Peter" seemed to have calmed down she took a few steps towards them but suddenly stumbled backwards as a tendril suddenly slammed down in front of her. She began hyperventilating as she nearly dropped her taser.

"I don't think he likes you Red. You probably shouldn't have approached him with a weapon in hand." Felicia said and pointed at MJ's taser, which she quickly dropped out of fear. Black Cat then turned her attention back to Spider-Man and patted his cheek as he glared at the redhead. All three of them suddenly turned their heads and looked in the direction of the tunnel's entrance/exit as they heard loud gunfire tearing into the debris. Felicia and Peter quickly looked at each other, but Felicia calmly and gently grabbed his cheeks and whispered. "It's time to go honey."

"Felicia!" MJ cried out Felicia's name as a tendril wrapped around her waist and lifted her up, but to her surprise Felicia was… smiling. MJ grabbed her taser again and was about to rush in to tase Peter but stopped. Felicia didn't seem concerned at all. Instead, she just clung to Peter's back and nuzzled her face against him. A tendril wrapped around her waist like a seatbelt, making sure that they wouldn't get separated.

"Like I said Red, he would never hurt me. And judging by the gunfire, I don't think Spider Jr. won. Not yet at least. Either way, you should get out of here." Felicia said as Spider-Man began to use his tendrils to move through the tunnel Doc-Ock style, slowly picking up more speed. "Bye bye Red. Until next time."

And with that the duo disappeared into the darkness, leaving a very confused MJ behind. But she quickly gathered herself and began to leave as well. After navigating through the tunnel she managed to find an exit that had been untouched by the destruction and hopefully wasn't guarded by any Hunters.

"Hope you managed better than I did, Miles." MJ murmured as she opened a door that led to the outside. As much as she wanted to check on him, she knew that it was too dangerous for her. All she could do now was leave and hopefully meet up with Miles later to talk about their next move.

A few minutes later two Hunters returned from the tunnel to report to Kraven. "We searched the whole tunnel. He is gone."

"For now." Kraven calmly replied as thunder boomed in the distance. He smirked and let out a dark chuckle, taking a few steps towards the unconscious Miles. "But he will come to me soon enough."

While all of this had been happening, Peter experienced a weird dream. He was wearing the Symbiote Suit, and everything was dark around him. He looked up and around him, then down when he noticed that he was standing on a similar material as the Symbiote was made of. Looking forward, he noticed that there was a forest of tendrils obscuring his path. But when he stopped forward, the tendrils moved out of the way. It was strange, but for some reason he knew that something was waiting for him further ahead, so he took step after step which turned into a fast walk. After some walking, he came across a strange rock that looked oddly familiar. It looked like the meteorite fragment from the lab in the sewers, but bigger. Was this perhaps another piece? Or maybe the complete meteorite? He wasn't sure. A deep growl could be heard all around him, but despite that he felt no fear at all. It actually sounded familiar to him, although he had no idea where he had heard it before. Feeling the sudden urge to touch the meteorite, he reached forward and grabbed it with his right hand. He lifted it from some kind of pedestal and gazed into the symbol engraved on it. But when he did, everything went dark.

---

There you have it! I'm so sorry for taking so long. I couldn't keep up that "schedule" I talked about before, especially when I got my YouTube channel going again and other stuff that have gotten in the way. I have been a busy man! But here's chapter 3, I hope you enjoyed. Now more deviations from the game are occurring, I hope you like them. For a few scenes I decided to just add a bit extra whether it was dialogue or something else, like the dream sequence here at the end. If you have any feedback or suggestions then feel free to let me know, as long as it's constructive criticism of course. But now, time for reviews!

J0ker st0ry: I really enjoyed that moment with Felicia telling Peter that hes not alone also im really hoping that Peter keeps the black suit in this cause ive been starving for a good Symbiote Spiderman x Black cat for along time and this looks like it can go in that direction (Also the timing that i had finding this story just two days before this chapter came out with this chapter and the first having a two and a half month break is hilarious to me)

I'm glad you liked it! Hopefully you'll like this one too. And yeah, that timing of yours was pretty good. Sorry for the wait.

Guest: This is really good I'm excited for the next part but don't rush and take all the time you need to make the next chapter so then it can continue to be good

Thank you! I really appreciate the support. And I took my time, hopefully not too much time.

Guest: Just found this fic out of the blue because I mostly use ao3 nowadays, but I'm glad I decided to check , your fic is literally all the ideas that have been in my head since I beat the game back in October. Please continue with this story, it's so good!

Hey, you know what they say, great minds think alike. And don't worry, here's another chapter for ya. Hope you like it.

Guest: Nice work, though I hope Felicia realizes what the symbiote is doing to Peter and tries to get through to him.

You'll just have to read and find out my friend, read and find out.

And that's it for the reviews. One more thing though. Would you guys support me on if I decided to open a page for my fanfic related stuff? With enough support I might be able to get chapters out faster, but even if you guys are not interested I'll still continue to write at whatever pace I can. Just an idea, let me know what you think. Until next time!