Chapter 21:

Everyone watched as the memory shifted. However there didn't seem to be any change at first. But after looking around for literally seconds everyone noticed to big changes, the Earth and it's Moon.

"Look, the moon isn't broken!" Ruby pointed towards the celestial object.

The teens looked at the beauty of Earth's natural satellite, the light reflecting off of it. Weiss then decided to look at Earth, also taking in the sight in the planet. The others join her as they look at Earth, looking at just how different it was to Remnant.

"Wow, is this Peter's home world?" Pyrrha asked, "It's beautiful."

"This is awesome, we are probably the first people to ever see such a sight!" Yang cheered. "I mean it's not Remnant but still, no way anybody has seen these before."

"Sorry to burst your bubble put the people of Parker's world has discovered interstellar travel. Ok well they just started as the humans of this world have only been able to reach the moon." Venom points out.

"Wait, this world can travel into the cosmos?" Weiss asked skeptically.

"If you want to know about this world just ask Parker, he will tell you all more if you want to know more about the Earth. What I will tell you is that the Grimm don't exist here, humanity is the only dominating species, and aura and semblances don't exist here." Venom said, which got a few curious murmurs from the teens. "Now I assume you are wondering how I landed on this planet so I will direct you to look to your left."

The teens look to where the symbiote instructed. They saw what appeared to be a space shuttle floating through space, heading straight for them. Everyone was fascinated at seeing such a ship, only to get nervous as the shuttle was approaching the asteroid where Venom was on.

"Guys, I think that, rocket is going to crash into that rock where the alien is on!" Jaune yells.

"Oy! Alien puddle you're going to crash into whoever is in that thing!" Nora shouts.

"……This already happened idiots, do I really have to remind you all?" Venom said in a deadpanned tone as the asteroid crashed into the shuttle.

Everyone winced as the shuttle looked to have lost control for a few moments, they also looked to notice the symbiote splatted on the side of the shuttle.

"I don't think it matters what species you are, that has to be painful." Blake said out loud.

"Yeah, not even close to what will happens next." Venom grunts, getting a few confused looks from everyone.

The memory then shifted to the shuttle again, now descending down to the Earth. The shuttle was now engulfed with extreme heat as it entered the Earth's atmosphere. They saw as the Symbiote was having trouble staying on the ship, seemingly taking damage from the heat.

Eventually, the shuttle landed safely on the ground at what appeared to look like an airport. Once the shuttle came to a stop, they saw as multiple people cheered as the shuttle landed safely, the astronauts coming out unharmed.

"Phew, glad they made it down the planet safely." Ruby took a moment to breathe.

"Yeah, glad they are safe while I was cooking. Don't worry I'm fine thanks for asking." Venom said with sarcasm.

Everyone ignored that statement and continued to watch. The memory then shifted to the shuttle now inside a small building, two people approaching as they were conversing among themselves. As one of them, an astronaut that was on the ship, placed their hand near the where the Symbiote was. This caused the puddle of alien ooze to shift a little as a result, getting both men's attention.

Everything shifted once more the symbiote placed in a container, ready to be transported to what everyone believes would be a lab.

"Pop quiz, where do you think I was shipped to?" Venom randomly asked.

"Definitely a military lab, I have no doubt you would be studied out in the public." Weiss said with pride.

"That's boring, but she has a point, I doubt a discovery like this would be public." Yang agreed.

Everyone just agreed, thinking that was the correct answer.

In response, the symbiote shifted the memory to reveal Peter, quickly running back home. He then quickly entered, noticing the T.V was off.

"Aunt May! I can't you don't have it on! They discover alien life and you're not watching!" Peter said as he turned on the T.V.

"Oh Peter, aliens are big eyed monsters who say, "take me to your leader." This is a mud stain on the space ship." May said as she continued to stir something in a bowl, which Ruby hoped would be cookie batter.

"Not mud! Organic mud! Living mud! From outer space!" Peter said just as the T.V began showing a news report.

"For the record, there was a species out there that was exactly like what Parker's Aunt was describing. Key word, was." Venom's voice spoke out to the teens.

"NASA's not releasing images, but if we zoom in on this shot of the shuttle, right there! On the hull, that dark patch is extraterrestrial life. Primitive of obviously, but organic." The reporter said as it showed the image of the shuttle.

"Oh please, I may be ancient but I am not primitive. Neither am I organic, that's just the DNA of multiple species that the Klyntar have took an implemented of billions of years." Venom grunts.

"Don't they mean the same thing?" Nora asks.

"No, they don't Nora, let's keep watching." Ren replied, but he was curious on the ability for the symbiote being able to steal the DNA of others, although he wasn't the only one curious about that.

"Earlier today, the alien lifeform was flown to Empire State University. Where it will be studied by country's top bio geneticist, Dr. Curtis Connors." The reporter said as it showed a video of Dr. Connors in front a podium.

"Hold on, isn't that the same place where Pete got his powers?" Jaune asked.

"More importantly, if that man is a bio geneticist, then is he the same one who created those spiders that bit Peter and gave him his powers?" Blake asked.

"Correct, the people discover alien life, and they send it to a lab belonging to a University at New York. The same one where Parker got his powers." Venom confirmed.

"Why?! Wouldn't this be kept more secret?! Why would they do that?!" Weiss shouts, baffled that this decision was made.

"Because they thought I was, quote unquote, organic mud. They thought I was just way to primitive to be a danger. And due to my current state of surviving high temperatures from the shuttle entering the planet's atmosphere, I was stuck in that form. So they thought it was safe to take me there. Plus, they all had faith in the man to analyze me for scientific study." Venom explained.

"That does make sense from that point of view, but surely you would be kept safely secured at least." Pyrrha assumed.

"Just keep watching."

The teens assumed the memory would change, it didn't full change.

Everything was then split in two, have the place around them stayed the same, still showing Peter dialing into a phone. And on the other half, revealed a guy with blonde hair and blue eyes, reaching for his phone as it rang.

"Hello?" The guy replied.

"Did it get there?" Peter asked in barley contained excitement

The guy chuckles as he responded, "That's right! The ooze has landed. And uh, Dr. C is back in the game. He's been kind of lost since, you know. The Lizard thing? Discontinued most of our research, but we are back in business again!"

"I have to see it! Can you hook me up?" Peter asked as he kept jumping around like a child, getting a few chuckles from everyone.

"No go bro, Dr. Martha's spoken, no visitors, no reporters, and for sure no photographers she already knows she can't trust." The guy said as the call ended, much to Peter's disappointment.

"What did he mean by that? Did something happen involving a lizard?" Ruby asked.

"Oh! Did a lizard monster they where working on get loose and cause huge damage? I bet Pete was there to stop it and it ended up getting them mad that he did so!" Nora guessed.

Yang was more focused on the conversation the two of them had, it seemed like two brothers talking. What got her thinking was why the symbiote showed that guy's perspective, how did it get his memories. Blake also thought the same, especially after her and Yang locked eyes, nodding as they were thinking the same thing.

"For starters, if you are wondering why the memory was split in two, its because I am showing you the memories of my second host, Eddie Brock. Both him and Parker grew up together, sort of like brothers. And as for the incident involving a lizard, there was a monster. But I think it's best if I show you that first before continuing, especially since it is one of the key moments involving both Parker and Brock's past." Venom explained.

The Symbiote then shifted the memory to show Peter, Eddie, Gwen and The Connors in the lab. It was late and the lights were dim, they all seemed to be in a frantic mood as everyone was working on something.

When they looked around more, they noticed Curt looked different, his body looked like there were scales growing, another thing they noticed was he didn't have the mechanical arm he had when they saw him on both Peter and Eddie's memories. He also looked extremely unwell, as of he was struggling to control himself.

"For context, you all should have noticed that he has a mechanical arm. From what I know, he was working on a solution to regrow his arm using Lizard DNA. His research would have been helpful for millions around the world. But as you can see, there was a side effect." Venom explained.

Something like that sounded amazing, in Remnant, when people lost limbs they would be replaced with mechanical ones, something that seemed to be practiced on Earth as well, although it looked less developed here. But the idea of finding a solution to re-growing those limbs seemed so fictional. It amazes them just how advanced bio engineering was on Earth, especially if someone like Peter was a result from this same guy.

Back with the memory, Martha spoke as she looked at a monitor then towards her husband. "Lizard DNA is more primitive human, and reptilian part of your brain is growing.

"It's growing, I'm regressing, I can feel the change?" Curt said as looked to his wife, his eyes looking less human.

Curt then started to groan in pain as he held his head with his hands, Martha quickly trying to console him. "Curt, please you need to keep a clear head."

"No! You need to hurry! I'm losing control." Curt warned.

Getting everyone's attention now was Eddie, who grunted in frustration as he looked at a DNA sample.

"The formula creates new reptile sequences faster than I can ID them. I don't know how we'll ever knock them all down. Eddie said as he started to lose hope.

"Wait bro, what if we worked from the other end. Create a human DNA filter that knocks out the lizard code, like noise filter on a cellphone." Peter suggested.

"Nice try bro, but uh…" Eddie began, about to turn that idea down, only for Martha to interrupt him.

"No, wait! That could work, a… gene…cleanser!" Marta said, holding Curt up.

"Yes, I should have seen it before! My notes, they'll have all the data we need." Curt told the group.

"So it will remove any none human DNA." Gwen caught on.

"Even spider." Peter thought.

A thought no one liked hearing.

They watched as Peter noticed a kid peeking in the back from what appeared to be an office, the kid quickly rushing back in as Peter noticed him. Once Peter noticed the kid, he walked towards the office and entered, seeing the kid now typing into a computer.

"Hey Billy, how long have you been listening?" Peter asked as he closed the door behind him.

"I don't want to talk about that." Billy answered, still typing.

"Well, what do you want to talk about?" Peter asked the young boy.

Billy then grabbed a book and showed it to Peter, "The book says some lizards lay hundreds of eggs, and never see them hatch."

"Uh-huh…"

"Most of the babies get eaten by predators, and the parents don't even care. Cause they only got lizard brains." Billy whispered as he turned the page to show a picture of a lizard.

Peter then knelt down and placed a hand on the boy's shoulders, "Billy, trust me, your dad will always care about you." Peter tried to comfort the kid.

"Even if he turns into a monster?"

This was tugging at everyone's heart strings. The boy was afraid to lose his dad, afraid that he would stop caring about him. But Peter was here comforting the boy, showing the gentle and warm side of himself that everyone admired about him.

Before Peter could answer, the two of them here Curt screaming in pain. They both rush out the office to see Curt on the floor, Martha hugging him as he started to change. The sight caused Billy to step back in fear, Peter quickly moving in front the boy by instinct.

"Curt!"

"I've made…..a terrible…..mistake." Is all Curt could say before changing drastically.

The teens watch in horror as he began to transform. His entire body was now green, scales now all over his body. His hands and feet turned into claws, a large tail sprouting from behind. His head then began to reshape in such an unnatural way, changing from an oval shape into a more rectangular shape, his eyes now change into a reptilian eyes, sharp teeth filling his jaw.

Curt Connors, now The Lizard, roared as it began trashing the lab. It broke multiple beakers and rest tubes, sending multiple papers flying all over the place.

Marta then approached her now transformed husband. "Curt, do you recognize me?" Marta asked, a bit fearful of looking at the former man.

The Lizard only roared in response, keeping an eye on Martha as she slowly approached him with her arms up. Suddenly, Eddie immediately jumped on the reptile's back, attempting to get a hold of him.

"Doc stop! We just want to-" But Eddie couldn't finish his sentence as the Lizard immediately flung Eddie off his back.

The force sent Eddie hurdling towards Peter, who pushed Billy out of the way as Eddie collided into him. Both boys then crashed into the wall behind them, cracks forming on said wall, the amount of force by the large reptile.

The Lizard then jumped high into the air, breaking the skylight. He then quickly fled to who knows where, potentially causing a lot of chaos as a result.

Martha and Gwen quickly went to help Peter up as Eddie got up himself. Marta then noticed Eddie on his way to leave, "Eddie!"

"Finish the gene cleanser, I'll follow the doc and call in with the location!" Eddie said as he left.

Peter then began to stammer as he tried to make an excuse to leave, "I-I should get going too. Aunt May will ground me if I'm not home by ten." Peter said as he slowly walked backwards.

"Pete, you can't leave now, we have to help." Gwen said as she grabbed his arm, a stern look on her face.

"I just….I can't be late she worries." Peter looked away as he left quickly, ignoring Gwen calling out to him.

Before anyone could question why he left, they saw as he turned the corner and quickly took off his normal clothing, revealing his costume underneath. He then quickly put on his mask and shot a web-line and swung off.

The Symbiote then showed the teens Spider-Man fighting the Lizard, watching as the young hero did his best to stop it's rampage while also trying to talk to the man within the monster. It also showed Eddie, despite not having any abilities, getting others out of the way and to safety as Spider-Man fought the reptile. Everyone gained a sense of respect for Eddie, especially since he didn't run away despite risking his life to The Lizard.

The Symbiote then shifted the memory to Spider-Man now in the zoo. He then saw Eddie, who fell back on a bench after being startled by a snack. He then lands right on the fence behind Eddie, slightly startling him as well.

"I get that reaction a lot too." Spider-Man told Eddie.

"I think he's in there, with the other creepy crawlies. Must have smelled them or something." Eddie told the vigilante.

"Good, stay put." Spider-Man instructed as he swung inside.

The teens watch as Spider-Man looked around for The Lizard, crawling along the walls.

Noticing the humidity, Spider-Man quipped "Like a sauna in here, and me without my Spidey trunks." Getting a few chuckles from Team JNPR, and a few red faces from Team RWBY from imagining that image.

Spider-Man continued to swing around, until spotting a reptile in the water. Thinking it was Curt, Spider-Man jumped onto of the reptile,

"Gotcha!" Only to realize it was an alligator, "Oh perfect, the in-laws?" Spider-Man quipped as he rode the reptile, trying not to fall in the water.

The others watched in worry, hoping he wouldn't get hurt. They then noticed The Lizard slowly approaching, which only made everyone fear what could happen next.

The Lizard quickly grabbed the arachnid and dragged him deep into the water, attempting to drown. The others watched from outside the lake, screaming for him to get out despite this already have happened. They could only watch as Spider-Man began to drown, with the Lizard letting go when an alligator attacked the scientist.

As Spider-man's body floated up, the see Eddie quickly run in a pull him out, much to everyone's relief.

Now coughing out water, Spider-Man says, "I thought I told you to stay put."

"You're complaining?"

"No way br- guy. Look, we need a new strategy, Lizy's not in a medicine taking mood. Not when he's so enjoying his playdate in a heated pool." Spider-Man explained. "Wait a minute…."

Spider-Man then quickly ran out, Eddie quickly following behind. They both stop in front of an exhibit that has water and ice, which belongs to another animal.

"The fake swamp was heated, but dunk a cold-blooded reptile in freezing polar bear water and he'll slow up!" Spider-Man said as the looked down.

"Right, slow enough for someone to force a little gene cleanser down his throat." Eddie came to the same conclusion, "But first we need to get him here, with lizard bait!" Eddie said as he ran off.

"Don't even thi-"

"My choice, try to stop me!"

Spider-Man sighs to himself, "I'm impressed bro." he said to himself.

"He's one to talk, he makes the same reckless decisions himself. Guess they really are brothers even if it isn't by blood." Weiss sighs. "Reminds me of a certain pair of sisters."

"Hey!" Yang said, although with a smirk on her face. "The way I see it , I think it's cool Pete has someone to look up to. You have to admit, for someone with no aura, semblance, or any super powers the guy is brave for helping out."

"Yeah, it must be cool for Peter to have his brother help out. Oh! Think he knows about him being Spider-Man?" Ruby asked.

"Nope, no one knows. He never told anyone out of fear. While it's complicated, the way I see it is a fear of losing the people he cares about. As far as Broke and the others know, Spider-Man just came and offered to help after "noticing" a large lizard wearing a lab coat rampaging through the city." Venom told everyone.

Everyone then looked down at the memory of Spider-Man, who was now preparing a trap for the Lizard. It made a lot of sense. They hoped to talk to Peter later when he felt comfortable enough to do so.

Everyone watched as Spider-Man swung up and hid onto the dome of the lizard house, waiting for Eddie to arrive with the reptile. A few moments later, Eddie came running as The Lizard was chasing him. Eddie then tripped in front of the polar bear exhibit, the large reptile preparing to strike.

Spider-Man swung from behind, the gene cleanser in his hands. Just as he was almost there, his phone rang, giving him away for the Lizard to swipe him with it's tail. This caused Spider-Man to fall to the ground and as the vial of gene cleanser to fall as well. Spider-Man then shot a web to catch the vial before it hit the ground, successfully grabbing it. As Spider-man landed it, he sees the reptile running towards him.

He then jumped out of the way as the Lizard stomped it's foot onto the ground where he was a second ago. But just as he lands on the ground, he is grabbed by the Lizard using it's tail, and reeled in. The Lizard then threw him away, Spider-Man slamming into the rails of the exhibit with his back.

The Lizard then grabbed Spider-Man's head with it's clawed hand, ready to bite. But the voice of Billy shouting caused it to stop.

"Dad stop!" Billy said as he came in via state board.

"Oh no…." Jaune said meekly.

"Hey kid what are you doing! Get out of there!" Nora shouts.

As the others panic, worried about the kid, the Symbiote quickly appeared next to Ruby, slightly startling her, "Why do you all keep doing this, this all is a memory remember." Venom said with a deadpanned expression on their face before disappearing again

"You don't have to be a lizard, you're still my dad!" Billy called out as he got close, the Lizard grabbing him with it's tail.

The others look away, afraid of what could happen next. But fortunately, Spider-Man quickly shot a web and dragged the reptile with him as they both fell into the exhibit below.

Billy and Eddie then watch from above as Spider-Man fought the Lizard. Eddie then turned towards the kid and asks, "Did you, skateboard?"

"I took a cab, duh." Billy replied, getting a few to laugh from the slight sass coming from the child.

Billy and Eddie continued to watch the fight below. Eddie then had a thought come to his head, "Wait, wasn't that Pete's, phone? Where is he, I don't see him?" Eddie thought to himself as he looked around to find Peter for a few seconds.

The teens were now curious on why they could hear his thoughts. They then remembered that the Symbiote said that he was it's second host. This meant that they could not just see Peter's memories and hear his thoughts, but now they could hear Eddie's. The only thing they wondered now was how did Eddie go on to be the second host and how Peter got the Symbiote back.

Back to the fight below, Spider-Man did his best to fend off the lizard, trying to find some opening to force feed the gene cleanser to the beast. But he fails as the Lizard only tossed Spider-Man off and throws him onto one of his webs he placed moments ago.

Spider-Man then jumped out of the way as the Lizard rammed onto the web, only for the reptile to quickly turn around and ram into Spider-Man. They both then land into the cold water, which slowly started to affect the Lizard, slowly it down. Spider-Man then landed an uppercut, making the large reptile to stumble back, leaving it open for Spider-Man to shot out a web to a rock and throw it to the Lizard. The large rock hit the reptile, but it didn't result to anything as the lizard just ignored the impact and attempted to slash at the arachnid.

Spider-Man quickly moved out of the way, while also avoiding a sweep from its tail. But the Lizard successfully jumped onto him and pinned the vigilante onto the ground. Spider-Man used his arm to keep the reptile at bay, stopping it from biting his head off. As he does so, Spider-Man could see the skateboard Billy had by his side, so he elbowed the reptile in the face. This gave him the opportunity to shot a web at the board and reel it in. He then used the skateboard to stop the Lizard from closing it's mouth, leaving it open for Spider-man to poor the gene cleanser down it's throat.

"Got you a present Lizy, Gene cleanser!" Spider-man quips as he now had the Lizard pinned to the ground, "Guaranteed to remove the toughest stains! Grease mustard, even lizard DNA!"

As he finished pouring down the gene cleanser, the Lizard pushed Spider-Man off. The vigilante then stumbles back, rubbing his left hand due to an injury the lizard gave him earlier. This left him open for the Lizard to strike him with his tail, it then rushed forward and landed two separate trikes from its clawed hands, giving him deep slash marks on both sides. Spider-Man then falls to the ground, blood slowly dripping from these newly made scars. The Lizard then grabbed the vigilante by it's head again, ready to deliver one more blow.

But just before it does, the Lizard roared in pain as it suddenly began to change. Everyone looked to see the Lizard loose it's reptile like features, losing its arm and tail in the process. The Lizard then lost its scaly body and reptile like eyes, fully changed back into good old Curt Connors. Spider-Man quickly caught Curt before he could fall into the freezing water.

Everyone breathed sighs of relief, glad to see their friend succeed in this fight.

"That was extremely too close." Jaune sighs.

"Yes, that was quite frightening. Glad to see Peter was able to change the man back." Pyrrha agreed.

"Yeah, oh! Could guys you imagine if Pete turned into a giant spider instead of gaining superpowers!" Nora shouts out loud, "That would be freaky!"

"Please don't give us that idea!" Pyrrha cried out.

"Well, good to see Peter is alright, although that explains those scars that we saw earlier." Yang said to her team, the others agreeing.

"While it's cool we saw Peter help, I still don't see how this involves that Eddie guy or the alien in anyway." Jaune asked once more.

"I'm getting there, you will understand once I show you everything." Venom explained.

The memory then shifted once more, showing Peter and Eddie with the others they saw before, now looking at a news paper with a picture of Spider-Man fighting The Lizard.

"Pictures and everything." Eddie said angrily with his arms crossed.

"But who could have taken these?" Martha asked.

The teens then looked to see Eddie looking at Peter, anger in his eyes as he says, "Check the byline."

Everyone watched as the memory versions of everyone read the byline and then looked towards Peter.

"Uh…I….Did you see? There's no shots of Billy or Doctor Connors or anything to prover he was the Lizard." Peter tried to defend himself.

"And that's supposed to-" Eddie began to shout before lowering his tone a bit, "Bro, you ditched the antidote effort to win a contest?!"

"Eddie it's alright." Curt got Eddie's attention, "Besides, I'm…..not exactly in a position to throw stones." Curt said as he walked away, ashamed of what he did, and entered his office.

Martha then turned towards Peter, Eddie and Gwen doing the same, "Peter, you're young, and faced with difficult choices young people sometimes make mistakes."

"Thanks for understanding, I-"

"I understand you…" Martha interrupted, "But I can't trust you. You're fired."

Peter looked surprised by this, he then looked towards Eddie and Gwen, only for them to give him the cold shoulder and walk away. Now walking away, a combination of shame and frustration filling his mind, he then looks to the side where a few vials of gene cleanser was placed.

Everyone watched as Peter took one last look at the two people he knew for a long time, only seeing their backs still turned as he could hear them talk about him thanks to his enhanced hearing. He could hear them talk about how much they felt angered by his actions of "selfishness" and why he would do that to them.

They watch as Peter closes the door, and immediately jumped onto of the building. Peter then used his web-shooter to shoot out a web-line and snatch a vial of gene cleanser away, taking it with him.

No one liked where this was going.

The memory then shifted to Peter, now in his Spider-Man suit again, which still had slash marks showing his now healed scars. As he swung through the late night back home, they could hear his thoughts as he entered his room.

"I never asked to be Spider-Man, I never asked for these powers! Never knew it would mean a bashed up hand, deep flesh wounds, an eight p.m curfew, no job, and friends who all think I'm scum!" Peter thought to himself as he took of his mask and took out the vial from his belt. "Its all just a twist of fate, bad luck, a random big bite!" Peter thank opened up the vial, "Easiest decision I ever made!"

The teens watch, slowly becoming devastated, especially Ruby, at seeing Peter almost drink the vial. But just before he could, Peter then noticed a picture of himself as a kid around Billy's age, and his Uncle kneeling next to him.

The teens watch as Peter webbed the photo towards him and took a good look at his Uncle.

"Except….. except I saved him." Peter thought as everyone saw a memory of Spider-Man watching Curt embrace his wife and son after the incident. Watching as the family was happy to be together again.

With the memory flashback no gone, Peter then walked towards his desk, the photo and vial in his hands.

"Spider-Man's no magic wand, but thanks to the web head Curt's cured, and Billy gets his father back." Peter thought as he placed the photo back, he then tossed the vial under the desk, webbing it in place for safe keeping, "So what if no one threw a parade, Spidey stays cause Spidey's needed, for now anyway."

They watch as Peter put his mask back on as he left his room, no doubt to continue doing what he does best.

"Oh thank Oum! I don't want him to give up, he's a hero! Our hero!" Ruby cheered.

"But he still has that vial, he seems like he still considers the option." Ren points out.

"Well I don't think he has one now, and I think he doesn't doubt himself anymore, right?" Ruby hoped.

"Occasionally, but as for the vial, no he doesn't have one. If he did or if he was able to make the gene cleanser, Parker would have used it on my offspring. But during this point in his life he doubled himself." Venom explained.

"That's a relief, but I still want to know why he took those pictures. Is there a good reason?" Weiss asked.

"Parker needed the money to support his Aunt. Without his Uncle, we'll I think you all can understand where I am going with that. And as for being fired by that woman, he was one of the assistants, he didn't make any money there. It was basically an internship. Venom explained.

"But why didn't he say anything? Surely they would understand." Yang asked.

"They didn't, except for that girl with the glasses. Actually come to think off it, I don't have any knowledge of that girl ever explained why he needed the money. If she did know and didn't say anything then I was right about her and the others not being Parker's real friends. But anyways, no knew and never bothered to ask why. And Parker was just to ashamed and stubborn to say anything." Venom explains.

"But that's not fair! They should have talked to him! Even me and Weiss talk when we are fighting!" Ruby shouts.

"Well that's just how it happened, can't change the past, only observe." Venom told the young Huntress.

"Hm…." Blake thought, she was more focused on why this was important to the aliens history with Peter. She then got an idea, "You said Eddie Brock was your second host, and from what we saw they both had a falling out. Does this eventually turn into something ugly?" Blake asked.

"Correct, let me continue with my memories." Venom said as the memory shifted again.

The memory then showed the Symbiote in a large glass container in the middle of ESU's lab. It was late at night and there was nobody there. The teens looked to see that the memory version of the Symbiote was not moving. A few moments later, the Symbiote seemed to move slightly, sensing someone nearby.

Everyone then noticed a woman with white hair in a black jumpsuit and domino mask descending down from above the sky light. They watched as she sprayed the floor with some sort of smoke to reveal lasers covering the floor.

She then used a grappling hook and shot it at the top of the glass container, and used it to move herself forward towards it. As she got to the container, she placed some sort of device to hack into the containers security, opening the container.

"What the hell is that woman thinking releasing that monster out?!" Weiss shouts.

"Probably hired by some people interested in using me for something." Venom told the heiress.

As the masked burglar was about to grab the alien life form with a small container, a web was shot at her hands, snatching the container from her. Everyone turned to see none other than Spider-Man there to stop her.

"Gee, I never thought I'd be rescuing the icky alien from the beautiful damsel." Spider-Man quipped.

"Wow!" the burglar said as she used her grapple to move towards Spider-Man, "I do believe it's Spider-Man."

"Easy cat lady, I don't want to fight." Spider-Man warned the lady as she got closer.

"True with any battle Parker is in, why do you all think he jokes around for. He despises violence." Venom decided to tell everyone.

"Name's Black Cat, and cats don't fight spiders, we just bat them around." Black Cat said as she kicked Spider-Man away.

"I hate her." Blake said out loud.

"Is it because she's a cat burglar?" Yang joked, getting a look from Yang.

They watch as Black Cat ran on the walls, avoiding some of Spider-Man's attempts the web her up. They both then jump towards each other, their feet landing on one another and jumping off of each other. Spider-Man then shot a web-line to swing himself closer and grabbed Black Cat's leg and threw her away, causing her to spin in the process.

But Black Cat uses this to her advantage as she uses the force to kick a glass aquarium at Spider-Man. Spider-Man then jumps out of the way, avoid the container as it smashed into pieces onto the ground below. As both combatants land on different parts of the room, Black Cat reveals to have some claws on her hands, whether these were real or not was unknown. She then jumped forward and attempted to strike the arachnid, but Spider-Man jumps out of the way again. As he does so, he swings away and shoots a web at Black Cat's hand, keeping it in place.

"Oh, you better not get you're goop in my hair." Black Cat said as she used her other clawed hand to free her webbed up one.

"Don't worry, it comes off with ice or peanut butter." Spider-man quips.

"Lovely." Black Cat said as they got near each other again, which irked Blake, "You got a sweet little skill set there Spidey, you want in on this gig? We could split the take."

"Gig? Take? These words, are strange to me." Spider-Man replies.

"A certain Captain of industry offered an "indecent" amount of cash to steal that slime. Said something about unlimited scientific potential." Black Cat explained.

"Seems you were going to be stolen for military purposes." Ren guessed.

"Oh god, that would probably end badly." Jaune said, as he could only imagine what the Symbiote could do.

"Oh, it would be worse then that, trying to experiment on me would just end in their downfall. Just ask the Gardeners." Venom spoke.

"The what now?" Nora asked.

"Exactly."

"That doesn't exactly make you sound like a good guy dude." Yang deadpanned.

"Meh." Venom simply responds, the others deciding to continue watching the memory.

"You sure he was a captain of industry and not some Industrial cadet showing off for the girls?" Spider-Man quipped as he webbed up Black Cat's hands together.

"I know when a man's s showing off." Black Cat replies as she swung herself towards Spider-Man and kicks him away. "So what do you say hot-stuff, want a slice of the mud pie?"

"It's tempting, but then I have to turn in my super hero discount card." Spider-Man replies.

"Mmm, too bad, I like us together." Black Cat said as she landed on a railing above.

"I hope she gets caught." Blake hissed.

"Aw, someone jealous of the chemistry going on there." Yang teased

"Yang!"

"She's not wrong, there is a surprisingly good amount of chemistry there." Pyrrha observed.

"Please don't tell me that dolt had a thing for that scoundrel." Weiss groaned.

"Sort of, there was chemistry." Which caused Blake to hiss slightly, "But it doesn't go anywhere, now let's continue because if you all stop focusing on those two, all of you can spot my memory self." Venom instructed.

Everyone then looked to see the Symbiote crawling away. They watched as the Symbiote crawled on the wall, to them be stepped on by Spider-Man and attach itself to his foot.

Seconds later, Curt comes in to see Spider-Man and Black Cat there, surprised from seeing them.

They watch as Black Cat took the advantage of Spider-Man being surprised to see the Doc and kicks him away. She then took the chance to flee, leaving both of them behind.

Curt then runs towards Spider-Man, noticing the absence of the Symbiote, "The life form, where is it?!"

"Black Cat, she must have, but how, when?" Spider-Man questions, not sure when she would have taken the alien. "Call the cops, I'll go after her!" Spider-Man said as he swung away and put the skylight.

But as he landed on the roof of the building, he only sees that Black Cat had already escaped, no where to be seen. "Bad kitty, maybe I can still find her. Oh heck! I never even got a good look at the gunk." Spider-Man groaned in disappointed as he took his camera he planted earlier, and left the scene.

"Wait, Peter never actually took you? You just attached yourself to him?" Ruby asked.

"Yes, I noticed his power, and took the chance to bond with him. He seemed like an ideal host. Think about it, I need a bunch of nutrients to survive. One of the main things I need besides phenethylamine is adrenaline. And due to Parker's active life as a hero along with his abilities, it made him the perfect host." Venom explained.

"And what does he get out of you parasite?" Weiss growled.

"I am going to ignore my natural instincts to eat you right now for that comment. Because remember this, I used to eat other living organisms, just like my offspring. And there is nothing that could stop me now from doing so, except for Parker." Venom said in a much more sinister tone, scaring the kids. "Be lucky that I have grown disgusted from these actions a long, long time ago and that Parker's morals have begun to rub off on me." Venom said as it calmed down.

The teens stood frozen in fear, with Team RWBY remembering last night's horrible battle. Team JNPR, while afraid, could only imagine what the others saw last night. From what they were told before meeting the alien life form. The offspring of Venom seemed to have left them all shook.

The Symbiote sighs, it knew it had to control it's temper. While it didn't like being called a parasite, deep down it knew that was what it really was.

"Don't call me that again, be lucky I already ate enough chocolate bars earlier." Venom demanded.

"I still don't believe you need it stay sane." Weiss grumbles.

"Well it's either that or I let my instincts take control and eat people, be happy I can be negotiated with." Venom retorts.

Deciding to move on from this outburst, it then showed a memory of the Symbiote fighting The sinister six. They all watched as the Symbiote fought the dangerous supervillains, avoiding some of the attacks, being a hit by a few. One of the shots still land, courtesy of Electro, now having a burnt scar on his their host's right arm. Despite these few hits, the teens were amazed at how quickly the Symbiote was dealing with the criminals, taking them out one by one. As they watched, they noticed as the Symbiote Spider-Man picked up a gauntlet emitting vibrations, tossing it to the Sandman, preventing him from taking form. What they also noticed was that right before it threw it, the Symbiote's form looked unstable for just a second.

They watched as the battle was ending, with Symbiote Spider-Man knocking Doc Ock out. They saw as he picked up one of the metal arms, looking to use it to impale the villain. But just before it could, Symbiote Spider-Man stopped as the calls of Captain Stacy called out to him. Symbiote Spider-Man dropped the Doc and left the scene quickly, taking a camera that was planted moments ago with him.

"Whoa, that's impressive. But is it me or were you going to kill that guy?" Jaune asked.

"Yup. And if you ask why, it just seems easy, why bother having the man taken away. He would have just broken out again and caused more harm. Would be better if he was dead, would be better if they all were." Venom explained.

"But that's wrong! You can't just kill people because you can!" Ruby shouts.

"Save me the lecture, I already promised Parker I wouldn't. But at a compromise that if we encounter an individual that leaves us no choice, then I will. That's just reality." Venom brushed off. "Back to my story, Parker didn't know I did this, he didn't even know I took photos for him."

The memory then shifted to Peter, waking up in his room, groaning in pain as he stretched his arms,.

"Ow, ow, ow, ow!" Peter yelped, "I don't remember taking this much punishment at time square. Where did that one come from?"

The memory then quickly shifted to Peter walking towards the front door, picking up a news paper and reading the front page.

"Spidey stops Sinister Six? Photos by Peter Parker?! I don't remember any of this! It's like I slept through the whole fight!" Peter thought to himself as he began to think. "This wasn't me wearing the suit, this was the suit wearing my body, this alien it's some kind of, Symbiote."

Just then, the next thoughts they heard from Peter sounded cold and menacing.

"Still, what do we care? The Six were put down hard, Parker gets paid for the photos, what else matters?"

"That sounded way to terrifying, and what's with echo in his thoughts?" Yang asked.

"Yeah, not even an angry Peter sounds that scary." Ruby agreed.

"Because that wasn't Parker, that was me." Venom spoke.

"Why do you sound like Pete? That's just uncanny." Jaune asked.

"Because I leaned that language from Parker. Before I spoke in my native tongue." Venom explained, "Want to hear it?"

Before anyone could say no, the Symbiote let out a bunch of incoherent roars and hisses, which no one understood.

"Wait did you just say?" Weiss asked, getting tired of this nonsense.

"Learn my language, but I ain't teaching you. Ask Parker, I taught him. Now then, as you all can see, I attempt to act as one individual like Parker, it's not the first time either." Venom said as it showed a couple of memories where the symbiote acted as Peter's consciousness.

"What are you doing? You tell the truth and they'll take the suit away, and you need it's power, to help people."

"We don't need friends, we need money, and more than that skin flint Jameson would ever fork over. He's not the only game in town."

"That I can still anything you can dish, which leaves only one question. That job offer still on the table?" The memory ended with Symbiote Spider-Man asking Tombstone for a job.

"You were trying to change him, into something he's not. Sure we've all see him lose his temper once, but never like this." Pyrrha points out, "Why?"

"Because I thought I was helping, the way I saw it, his morals would only weigh him down. In my point of view, changing him to be more cold and less caring would have ensured both of our survival." Venom explained, the last part catching Ruby's attention.

"What about the friends he did have? How did Peter's behavior influenced by you effect the?" Ren asked.

"I saw them as parasites, he always gave and they always take, hypocrite I know that by now. But besides that, they make one mistake Parker gives them a chance, Parker makes one mistake they shun him. Doesn't sound like real friends to me. But enough about those people, let's rewind a bit to look at Brock." Venom explained.

The memory then shifted to the memory to Eddie's perspective the day after the symbiote escaped. They all saw as Eddie reading a news paper next to Gwen while detectives looked around for clues and the Connors were talking to Captain Stacy.

Eddie had an angry look on his face, angry by the photos that Peter took last night.

"I actually thought Spidey was a hero, and I actually thought Pete was a human being"

"I technically, he isn't entirely human anymore." Venom comments.

"But he was here last night taking pictures, and he couldn't be bothered to call the police."

"But-"

"Don't bother Gwen, bro had his second chance." Eddie interrupted her by crumpling up the news paper and shoving it into Gwen's hands. "I'm done." Eddie said as he walked away.

The memory then shifted once more, to which occurred before the fight Spider-man would have with the Six. Eddie finished up his work then and left the building, having his jacket on and helmet in his hands.

"Yo bro!" Eddie heard Peter call out.

Eddie only turned around, forming a stern look on his face. He then ignored Peter and walked away towards his motorcycle.

"Hey, don't leave me hanging."

"If only."

"You ticked or something?" Peter asked oblivious to why his brother was angry.

"Are you serious?! You take pictures of Spidey stealing the alien lifeform instead of calling the cops, and you wondering if I'm ticked!" Eddie scolded

"Bro I-"

"Stow the bros! That's down, I was over the whole lizard thing, but this is who you are Pete. The user, you do what gets you ahead, even if it hurts the people you claim you are your friends. What you need is a taste of your own medicine, have something you care about taken away. Trouble is, I'm not sure you actually anything." Eddie finished off with a odd grin as he drove his motorcycle away.

"Wait, but that's not true! Pete always sacrifices everything to protect the people he cares about! Some big brother he is." Yang growled.

"True, but like I told you all, no one knows that. No one knows he puts his life on the line. The con of having a secret identity makes people think he is selfish, leaving when things seem like they're going down hill." Venom explained.

"And who's to blame for that? It's your fault, you escaped and secretly attached yourself to his leg. I bet he didn't even realize you were there in the first place!" Weiss assumed.

"Pretty much, that's correct." Venom answered, much to everyone's surprise. "I saw a chance to flee and bond to an ideal host and I took it. I made him think I wasn't exactly alive for weeks, him assuming I just turned into his suit. I slowly changed his personality, making him more aggressive as I slowly absorbed the phenethylamine from his brain while not trying to kill him. And I used any misfortune such as this as opportunity to make him more reliant on me instead of others. I even used Brocks anger as well later on when me and Parker separated as fuel for revenge."

"What do you mean by that?" Blake asked, worried about what they were about to be shown.

The Symbiote then shifted towards another memory, this one now showed Eddie talking with Marta on the lab.

"I'm afraid that's the deal, the loss of the alien lifeform means the loss of another grant. The lab can no longer afford to keep you on the payroll." Martha explained to Eddie.

"But I need that money! Without it I'll have to drop out of ESU'!" Eddie protests.

"I'm sorry Eddie, truly, but the funds just aren't there." Martha replied as she walked away.

This caused Eddie to storm out, fuming in anger from the news.

"This is all Pete's fault! He just had to be a selfish little snot to just talk pictures and make money." Eddie thought to himself.

The memory then shifted to Eddie waiting outside a hospital. As he was leaning on the wall, he spots Peter, now wearing a black shirt. He then calls out to him.

"Yo bro! You cost me my job!" Eddie yelled as he grabbed Peter's "shirt".

In response, Peter just grabs Eddie and shoves him against the wall.

"Shut it!" holding Eddie and the wall with on hand, scarring the girls, "We're tired of your whining."

Just then, and officer that was standing inside the front of the building came out.

"Hey, hey! What's this now?"

"Shove off Brock. Permanently." Peter said as he shoved Eddie away.

Eddie just stands there, an angry look on his face as both brothers stared each other down. Eddie then scoffs and leaves, Peter walking inside the hospital seconds later.

"Why is he at a hospital?" Yang asked curiously.

"His Aunt is in the hospital, she had a heart attack literally the same day Parker fought the Sinister Six for the first time. I didn't show you that because that wasn't important. That and he lost and had to flee so I doubt any of you want to see that." Venom explained. "And if you are wondering, his Aunt is fine, just needed to rest at the hospital for a few days. Although Parker still felt worried and angry that he couldn't help her, and if you all haven't already picked up on it, I used those emotions to further change him, or try to at least."

"But he doesn't stay like that forever right? What happens next, does he eventually find out what you really are?" Weiss asked, hoping Peter fought the Symbiote and won.

In response, Venom continued the same memory, Peter going in the hospital. Peter then got a phone call and sees it was from Gwen.

"Gwen, oh crud what does she want with us now?" Peter then hung up the phone and put it away, "Forget it, she and Brock can attend a "Pete's such a disappointment" dance together."

"They sell tickets to that?" The voice of Flash Thompson asked. "Or can anyone who thinks you're a jerk attend?"

"Don't push me Eugene. Not in the mood." Peter growled.

"Yeah, yeah, you're Aunt's sick. Poor Puny Parker, even Sally feels bad for you, but not me. If you're hanging up on the she-geek that proves you're still a stuck up egg-head." Flash smirks, "A guy who can't even see when his friends are trying to help." Flash said as he left further into the hospital.

"I can't tell if he was mocking Pete or giving him a reality check." Yang points out, not liking the jock.

"Wait, was Peter's current friends actually trying to help?" Ruby asked.

"Not including Brock, they did give their condolences when they heard Parker's Aunt was in the hospital. I'll give them that, at least maybe if I focused on more moments like that maybe I wouldn't have tried to change Parker, maybe. But it was too late and I was determined to make him into what I believed he needed to be." Venom answered, "But thanks to Thompson little speech there, Parker actually started to snap out of my control, funny huh? The one guy who tormented Parker a lot actually ended up helping him here by getting him to think."

The symbiote then showed Spider-Man swinging across the sky, landing on top of a large building.

"Okay, if Flash Thompson's making sense, something must be seriously wrong. Why, why did I blow off my friends? And MJ, Liz, and Gwen…she's always been there for us since the seventh grade." Spider-Man asked himself as he jumped off and swung away.

"And what about the battle with the Sinister Six? The one that we slept through, or the fact that we asked Tombstone for a job! Or the fact that we keep thinking "we" instead of I?! It's the symbiote, it's changing me. It's taking over my life! I have to get it off." Spider-man thought to himself as he entered the top of the church, where a church bell was.

"Stop Pete, come on, you're overreacting. The suit, the Symbiote, it's made life better." The Symbiote said in Spider-Man's voice acting like his consequences, disturbing the teens, "And there's no one else we need. Not MJ, not Gwen…."

"Not even Aunt May?! Those weren't my thoughts!" Spider-Man finally caught on, now trying to rip the Symbiote off him.

"Wait, we need each other stop!" The Symbiote demanded.

"No! Move your ooze!" Spider-Man responds, still trying to get it off.

"We will not allo-" but the Symbiote didn't finish it's sentence as Spider-Man stumbles into the church bell causing it to ring.

The vibrations of the bell then hurt the Symbiote, causing it to screech in pain. The teens watch as the Symbiote then screeched as the mask part of it temporarily separated revealing Peter's face, the size of it's head disturbing them. Flash of Carnage reappearing in Team RWBY's mind.

Once it reattached it's separated head, Peter came to a realization.

"The vibrations, you don't like them!" Peter said as he struck the bell with his hand.

The bell rang, causing the Symbiote more pain as it's structure started to fall apart. Peter took advantage of this and ripped the mask off from his head.

"No, we do not like….the vibrations. They are unpleasant" The Symbiote grunts, trying to ignore the pain. "But not enough to destroy our bound!"

"We'll see about that!" Peter retorts, but to his surprise, and to the teens horror, he couldn't move. "Hey! I can't move!"

Small tendrils then spread from Peter's body, a black cocoon of webbing surrounding him. His body was then slowly lifted up to the top of the room.

"In anger, you sought to hurt us. Instead you made us stronger, we shall demonstrate." The Symbiote spoke.

"No! What's happening?! Stop! Stop!" Peter screamed as he was fully enveloped by the alien lifeform.

"What did you do to him?" Blake demanded to know, "What did you do."

"Made him relive the day he lost his Uncle, I tried to use his guilt to convince him to bond with me permanently. But what I didn't anticipate was the memory of his Uncle coming to life to save him." Venom answered.

The Symbiote then began to show the memory of the Symbiote and the memory of Uncle Ben arguing with one another.

The teens watched as both tried to prove each other's points, each trying to make sure Peter listened to them. The teens watched in fascination, surprised to see such a thing to occur within Peter's mind.

"I always wondered how this happened, I get the feeling that maybe this wasn't just a memory of him at times. But what do I know?" Venom told the teens as they watched. It wasn't lying, the Symbiote did always wondered how this happened, a mystery it may never solve.

"Maybe it was his Uncle's spirit looking out for him? Protecting him from you." Ruby guessed.

"I don't know Rubes, that doesn't sound possible." Yang told her little sister.

"I don't know, it could be. Besides, I am literally a living puddle, spirits looking out for the living seem possible if you I am possible." Venom told the two.

Everyone then watched as the memory of Uncle Ben helped Peter get the strength to fight back. The teens could only cheer as he began to win the battle of the mind. The fight then began to end as Spider-Man punched the Symbiote enough where it and the black void around them began to disappear. With Peter now back in control, he took this moment to thank his Uncle, the memory of his Uncle saying he is always looking out for him.

Now breaking out the black cocoon, Spider-Man got up and began to walk towards the bell.

"This isn't over, you will be ours!" The Symbiote yelled.

"Heh, obsessive much?" Nora chuckles.

"…..No comment."

"I don't think so Symbiote, I know what you are now, and what you need." Spider-man said as he slammed himself into the church bell.

The sound of the church bell rang throughout the building. The Symbiote screeches in pain as Spider-Man began to pull the Symbiote apart from himself.

"You feed off of negative emotions, but right now, I'm starving you out." Spider-man explained.

"Huh, just like the Grimm." Jaune points out.

"I'd rather you don't make that comparison, but whatever." Venom deadpanned.

"Stop, don't do this! We only want to help you, be with you!" the Symbiote pleaded.

"Now you sound desperate, how pathetic." Weiss smirked.

"Again, no comment."

Everyone watches as the Symbiote was fully removed from Spider-Man. Spider-Man then placed it in a bucket and said, "Sorry Symbie, I know this must hurt, but we're just no good together. Consider yourself dumped.

Everyone began to chuckle as the memory ended, finding Spider-Man's little quip funny.

"It seems he overcame you." Ren spoke, glad to see their friend win.

"Yeah! You tried to take over his mind and you just got your butt kicked! I bet we could do the same right now!" Nora cheers.

"But that doesn't explain how you both ended up teaming up again." Pyrrha reminded everyone.

"We made a truce, I wouldn't hurt anybody else or try to cause chaos as revenge towards him." Venom explained.

"Does it have anything to do with Eddie Brock? You said you used his anger for revenge, and you also said he was your second host. Are those two aspects connected?" Blake asked.

"Yup, let me show you all." Venom said as another memory was shifted.

It now showed Eddie entering ESU's lab, anger from losing his job still lingering.

"I'll clear out my stuff tonight, that way the Connors won't get the satisfaction of seeing me beat." Eddie said as he entered, he then spotted Spider-Man in front of the container where the Symbiote was held.

"Spider-Man? You brought it back! The alien!" Eddie ran up as he saw the Symbiote, glad to see it being returned. "Oh this is great! Now I can get my job back an- wait what are you doing?! You can't set the temperature that low you'll destroy it!" Eddie yelled as he tried to stop Spider-Man from destroying the alien.

"That's the general idea." Spider-Man replied as he turned the dial and pressed a button, releasing nitrogen gas onto the container, freezing the Symbiote alive.

"No! Let go!" Eddie yelled as he tried to stop Spider-man, only to get pushed away.

"Sorry, but if you knew how dangerous…" Spider-Man said, stopping mid sentence as he looked at the Symbiote freeze.

"No…." Eddie spoke lowly as he watched Spider-Man swing towards the sky light. "Do you know what you've done? You've destroyed my last chance!" Eddie shouts, watching as Spider-Man just looked away and left.

"Man, Pete must have felt real guilty after this. Still, I don't think he owes that guy a single apology." Yang grumbles.

"But wait, if the alien can survive the cold temperatures of space, doesn't that mean….." Jaune began as he and everyone looked back at the Symbiote in the container, still listening to Eddie's ranting.

"He's supposed to be a hero! But he's as bad as Pete, worse, the two of them pretending to be scouts!" Eddie said angrily, the alien lifeform breaking out of the ice and slowly expanding, scaring the teens. "And all they do is destroy anyone and anything that gets … in their….way…."

Eddie spoke slowly as he a noise, turning around to find the cause. He see's the Symbiote unharmed.

"You're alive…and you're calling….to me…" Eddie spoke as he put his hand on the container, the Symbiote taking shape of his hand, surprising him.

And much to everyone's dismay, they watch as Eddie opens the container, allowing the Symbiote to fully envelope him.

Everyone then watches as the memory shifted to show the inside of Eddie's mind, the Symbiote now speaking to him in a more raspy voice.

"Eddie Brock, we sense your fury, your hatred. And it's taste, is sweet. Do you hate the Spider? Do you hate Parker?"

"You have to ask?"

"No, but we have much to show." The Symbiote said as it now showed Eddie multiple flashes of Peter changing into Spider-Man and saving the day, along with memories that reminded Eddie of the reasons he started to hate his brother, especially the hospital scene.

"Pete, is Spider-Man! Why didn't I see it before?! I don't have two enemies, I have one." Eddie growled.

"WE, have one enemy. The Spider Parker sought to destroy us too. Bond with us Eddie Brock, mind, body, and soul." The Symbiote offered.

"Yes."

"Accept the gift, the Parker rejected!"

"Yes."

"And together, we will have our desire!"

"Yes!"

"We will have vengeance, on Spider-Man! RAAGH!" The now combined duo of Eddie and the Symbiote roared, the monstrous form scarring everyone.

Everyone just stared, Especially those of Team RWBY, Carnage looked almost exactly like this after it had first absorbed Peter and the Symbiote last night. Although it was slightly smaller and had less teeth, it still scared them immensely.

"I think I might have just peed my pants in life." Jaune gulped.

"I can't believe it, he just accepted to become a monster?! Why would he do that?!" Weiss asked, not being able to fathom someone just accepting such a proposition.

"Revenge obviously, the alien literally offered power and that dude accepted Ice queen, worst brother ever." Nora scoffed, Yang nodding along with it.

"Maybe he's being mind controlled? I mean, it does have the ability to enter minds. Heck we are literally inside it's ….head. Yeah now I definitely peed my pants." Jaune gulped.

"What Valkyrie just said, Brock has enough of things going wrong on his life, he blame Parker, wanted revenge, I also wanted revenge, I offered him power, he took it, and that's how I became one of Parker's most dangerous supervillains." Venom summed up.

"You seem, somewhat prideful about that." Pyrrha said nervously.

"I like to think only I could rival the Spider-Man. Especially since when he fought us, he barley joked around, which is a sign that he isn't taking risks." Venom explained, "Let me show you our first battle with Brock as my host."

The memory then switched to Peter in his bedroom, he had his Spidey suit on and he appeared to be getting ready to head out.

"Late as usual, but web swinging should get me to Aunt May on time." Peter thought as he reached down for his shoes under his desk, only to bump his head.

This caused the vial of gene cleanser that was hidden there since the Lizard incident to fall on the floor.

As it rolled towards, everyone watched as Peter picked it up and thought, "The gene cleanser, almost forgot I put it here. This antidote solved Doc Connor's little Lizard problem, I bet it could solve my Spider problem too."

Just like before, no one liked where it could be going.

"I mean sure, Spidey saved a lot of lives. But is that why I do it? Or am I in it for the thrill, the escape?"

Interrupting both the thought, and any questions the teens had, was a black web-line attaching towards Peter's back, pulling him out his bedroom window.

Everyone watched as Peter tumbled towards the ground, skidding backwards a bit. Peter quickly put away the gene cleanser in his belt, and put on his mask, looking around for who could have dragged him out.

And then, a voice, more specifically a echo like version of Eddie's voice was heard from above.

"Oh, you don't need to wear a mask with Peter."

Everyone looked up into the a tree that was to Spider-Man's right. As they did, all they saw was the white eyes of the monstrous Symbiote, it then left it's camouflaged state as it dropped down towards Spider-Man, knocking him down as it said, "We know all your secrets, because of course, we were you." Venom said as it picked up Spider-man and threw him hard against a shed.

Spider-Man then quickly got up, dodging an attack from the monster in front of him saying, "The Symbiote, but I destroyed-"

Interrupting Spider-Man, the Symbiote says, "Did you think a little refrigeration will do us?" mocking Spider-Man.

"You ensnared another human being?!" Spider-Man demanded to know as he tried to punch the alien, only for it to block all of his attacks.

The Symbiote then grabbed Spider-Man by his head, lifting him up as it says, "Someone better suited to our gifts!" it then proceed to punch Spider-Man multiple times in the face, the teens wincing as they could just feel the punches from just watching the memory.

The Symbiote then slammed Spider-Man onto the ground, towering over him as it continued to speak.

"And to our mission, destroying you for rejecting us! From now on, we are poison to both Peter Parker, and Spider-Man! WE'RE VENOM!" Venom shouts, hurting everyone's hears.

Taking advantage of Venom's gloating, Spider-Man shot a web at their eyes, temporarily blinding them as Spider-Man then elbows them off of him, and double kicks him away.

Venom stumbles slightly as tried to pull of the webs from its eyes. Spider-Man then webbed the alien's hands together, only for Venom to easily rip the webs off. The alien lifeform then shot a black web of it's own, successfully landing onto Spider-Man. It then pulls Spider-Man right towards him, and punches him directly in the face as he flew right to him.

Spider-Man is knocked by the sheer force of strength, landing on a table, and falling down to the ground. Spider-Man then double kicks the table, sending it to Venom as they slowly approached. But the alien just grabs the table and toss it away, and ties to punch Spider-man.

Spider-Man jumps over and attempts to punch Venom, but misses as Venom spun their arm around, Spider-Man quickly ducking in response. But before Spider-Man could do anything else, Venom is quick enough to punch Spider-Man in the face, grabbing Spider-Man's leg as he falls down, pulling back up only to punch him in the face again, and then spin around to kick the arachnid back, sending the poor hero crashing into a few garbage cans.

Before Spider-Man could get up, Venom shoots out multiple webs from their body, trapping Spider-Man in a black cocoon once more.

As Spider-man struggles to get out, Venom jumps onto the fence behind him, and says, "Destroying you now would be too easy, you haven't suffered enough. And we want to dismantle you piece, by piece. After all, we know who you are, and everyone you care about"

Everyone watched as Venom just turned around and roared as they swung away, Spider-Man shouting in horror of the realization of what would happen next.

"You took Pete down, in 15 seconds, and you were just trying with him!" Yang shouts.

"Oh yes, me and Brock could have killed him. Seriously, just impale him with our claws, it would be that easy. But both of us were extremely arrogant, thinking that we could just mess around. News flash, that ended with our downfall, twice. So hey, Parker does win eventually." Venom explained.

"Hold on, does that mean if you still wanted to kill Peter, you could do so any time?" Blake asked.

"Yup, I also don't trigger his Spider-sense, which is thanks to integrating his DNA within my own. Which also allowed me to give Brock the ability to use Parker's powers while we were both bonded." Venom replied.

"Well, we know your weaknesses now so if you try anything to Peter we will stop you." Weiss declared.

"Sure, if it makes you feel any better. Besides, like I said, we formed a truce. I don't try anything, and he will provide me with nutrients I need for survival, with occasionally help." Venom brushed off.

"What about Eddie? Does Peter find out he accepted to your deal for revenge? Did they ever go back to being brothers?" Ruby asked, hoping things got better from here.

In response, the Symbiote changed the memory of Spider-Man being slammed against the side of a building, his neck being choked by Venom. The watch as Spider-Man looked to the side to see Gwen hanging from a parade balloon, black webbing keeping her there as the balloon passed by.

"Don't do this Bro!" Spider-Man pleaded.

"WE'RE NOT BROTHERS!" Venom shouts, causing Ruby to hold her own sister's hand from hearing this, "Our parents may have died together, but you had your precious Aunt and Uncle!" Venom said, much to everyone's surprise, and what surprised them more was the mask of the monster retracting back in, showing Eddie's face.

"We had no one, we've always been alone!" Eddie says just before the mask comes back out again, "Until now…." Venom said as they let go of Spider-Man's neck, preparing to slash at him.

"Then we're done talking." Spider-Man said as he kicked Venom off, sending the large alien falling down onto a cab.

The memory then ended with Spider-Man then swung away to save Gwen, with Venom swinging after him as well.

"Does that answer you're question?" The Venom Symbiote asked. "Oh, and before any of you ask, yes, Parker saved the girl."

"So that's it then, their brotherhood just ends? And you're the reason for it, the way they became enemies, you turned him into a monster." Yang growled.

"Correct, I used whatever remaining conflicted they had, and turned it up to eleven. From there on, they would only call each other "bro" out of spite or frustration. Parker did try to convince him to stop listening to me, but Brock didn't care anymore. All he wanted was for Parker to suffer like he had. In reality, he envious that Parker still had a family to look after him. And over time, that envy turned to spite, and the combination of the Lizard incident and my escape just escalated things." Venom replied.

"Just how messed up are you?" Blake asked with an angry and stern look.

"Yes."

"Why is that your answer?" Weiss demanded to know.

"Because that is the most accurate answer I can give you." Venom huffed. "Anymore questions?"

"I believe the main question we want to know now is how you ended up separating from Eddie Brock. Since you and Peter have teamed up again and formed a truce, how exactly did you get separated?" Pyrrha asked.

"Gene cleanser. In our last battle, me and Brock decided to use a vial to take away his powers and then reveal to the world who he his. Making him helpless to save himself or the ones he loves." Venom explained.

"And we can all assume you failed? You did admit your arrogance lead to your downfall." Ren assumed.

"Correct." Venom replied as it showed the memory of the last battle it had with Spider-Man.

They watched as Venom had Spider-Man pinned to the ground inside what appeared to be a locker room. They watched as they opened a vial of gene cleanser, preparing to shove it down Spider-Man's throat. But instead, Flash Thompson, wearing a Spidey costume while having crutches on, called out to Venom.

This distracted the monster long enough for Spider-Man to web the gene cleanser and snatch it away from Venom, a long with kicking Venom off sending them crashing into the ceiling as he crawled onto the wall to gain distance.

As Venom fell to the floor, Spider-Man thanked flash and told him to book it, Flash quickly fleeing as fast as they could as Venom got up and roared.

Venom then quickly lunged towards Spider-Man, no holding him by the neck of his costume, "We'll take that cleanser now." Venom growled, reaching for the vial.

"Whatever to say bro….." Spider-Man replied, then shoving his own arm down the aliens throat with the gene cleanser in hand.

Everyone gagged at seeing such a sight, finding it both disgusting and concerning at the bold move.

Venom panicked as he struggled to get Spider-Man's arm out of their mouth. After a few seconds, Venom threw the vigilante off, Spider-Man hitting a wall and slumping down. As Spider-Man hit the floor his hand opened to reveal an empty vial where the gene cleanser was contained.

As Spider-man rubbed his head and got up, he looks to see Venom screeching in pain as they flailed around and knocked over a bunch of lockers. When Venom noticed Spider-Man standing there, he picked up a small locker bench and lifted it up, preparing to slam it onto Spider-man.

But suddenly, they felt something off, Venom then noticed as the ooze around there arm started to break away, now showing Eddie's arm, causing them to drop the bench.

Now slowly loosing the Symbiote, Eddie could only scream no in frustration as he clutched his arm. Eddie then began to stumble as slowly walked towards the shower room. Spider-Man then attempted to keep towards him, only for Eddie to knock him away with the remaining Symbiote arm.

The teens watched as Eddie kneeled, the remaining bits of the Symbiote that hasn't been damaged peeling off of Eddie.

"No! Don't leave me!" Eddie cried out as he tried to pick up the Symbiote, failing as it just crawled out his hands.

The Symbiote then crawled away, screeching as it crawled into a drain. The Symbiote had escaped just as Spider-man shot a web attempting to catch it.

"It got away.." Spider-Man said in frustration.

"Help me get it back, please!" Eddie said as he just clawed at the drain.

"Eddie, Eddie, its over. You're free, you can stop this. You can stop hating." Spider-man said, trying to reach out to his brother one last time.

"Can't, it only loves me, for the hate." Eddie broke down, the feeling of defeat quickly filling his mind as Spider-Man just looked at him.

With Eddie slumped on the floor, Spider-Man left, looking one last time at the husk of who used to be his brother. He sighs, he failed, failed to help Eddie. And thus, the last memory of Peter and Eddie ended, both sides suffering from the aftermath of the Symbiote's time on Earth.

"What happened to him?" Jaune asked.

"Authorities found him, and took him to an insane asylum because of his ranting about me coming back and promising he would destroy Spider-Man." Venom explained. "And I'll be honest, I did find him, but I didn't return to him."

"Why? If you both still wanted to destroy Peter, and you found him, why not do it again? Is it because you failed miserably?" Weiss jabbed.

"A combination of that and many other factors. When I found out where he was, I crawled up to a window to enter the room Brock was being kept. But when I looked at him. All I saw was a broken man." Venom replied.

It then showed a memory of the Symbiote crawling out the sewers. They watched as the alien lifeform crawled up the wall of a building. It then stopped and looked through a window, to see Eddie inside.

What everyone then saw was a bunch of staff holding Eddie down as he wanted and tried to escape.

"It'll come back! And we will destroy Spider-Man! We're Venom!" Eddie shouts as the staff slowly put him down and injected him with a drug to sedate him.

After witnessing this, everyone watched as the Symbiote just stayed there for a few minutes, not moving a single inch. Eventually, the Symbiote left, crawling back down and heading towards the sewers.

"After witnessing Brock's mental state, I began to think." Venom began. "Sure I wanted revenge, but is that all I was? Brock's mind was compromised, nothing but anger and rage left. He was like that because I wanted revenge. And even if we did get what we wanted, was that it? If I did destroy Parker, there was nothing else, no motivation besides just survival. I began to realize I had no purpose."

Venom then showed a bunch of memories of it exploring the sewers, survive on whatever it could find for nutrients.

"So I just decided to just survive on what I could find in the sewers. I would occasionally hear screams and loud crashes or explosions. Most likely Parker fighting his rogues gallery. I ignored that of course, getting involved with Parker would just be a waste of time and energy, not even worth it." Venom told everyone.

"And how did Pete find you then? I doubt he would be looking in the sewers all the time." Yang asked.

"I got bored of the sewers and decided to crawl out a sewer grate to look outside for a bit. And coincidentally, Parker was there, just finished changing into his costume." Venom said as it showed another memory.

Everyone watched as Spider-Man just put on his mask, now staring at the Symbiote as it was in it's puddle form. Things were, quite for a few moments until Spider-Man began to speak.

"Great, just great, I already have to deal with everyone going on a crime spree since Gobby's death, now you come back! You got be kidding me!" Spider-Man groaned.

"Gobby?" Blake said in confusion.

"The Green Goblin, the second most dangerous supervillain Parker faced. He was the father of Parker's friend Harry. Long story short, Parker unintentionally killed him during their last encounter by destroying the glider the man was using. The Goblin crashed into his own bombs he placed to use on Parker, and you can assume the rest." Venom explained. "It ate at his conscious for a long while. Still does."

"That must be horrible, he must feel guilty because of it." Pyrrha said, feeling sympathetic towards Peter.

Back to the memory, the teens watched as the Symbiote puddle formed a head, the first time it ever did, and just screech in response to Spider-Man's rambling.

"Oh great, you have a head now, how wonderful." Spider-Man said with sarcasm. "Let me guess, looking for Eddie? I bet you can't wait to reunite with him and hurt everyone I care about again."

In response, the Symbiote just began to crawl towards the sewer grate, not wanting to waste time arguing with their first host. But Spider-Man just webs his escape route closed, stopping the Symbiote from leaving.

"Hey! Where do you think you're going? Not even going to try and hurt me once?" Spider-Man asked, slight anger in his voice.

And then, the Symbiote spoke with it's head forming from the puddle, a voice different from the previous ones it ever spoke in, a voice that it now had in the present.

"Screw you! I am not wasting my time with you! Now do us both a favor and leave me alone!" Venom screeched.

"Wow that's rich coming from you." Spider-Man said as he pointed a finger at the alien. "There is no way I am letting you out of my sight and letting you roam free."

"Well deal with it, all I want is to just survive and find anything I can eat for substance. I will not waste my time fighting you, so get lost Spider." Venom growled.

"Yeah, how about no. For all I know you could be lying and planning something to ruin my life. I am not letting you leave." Spider-Man replies.

"And how are you going to do that then huh? Be my host again?" Venom scoffed.

"Fine."

"Excuse me?"

"Here's the deal, I provide you with what you need to survive. And in return you don't hurt anybody again. And I call the shots, no personality changing, no aggressive behavior. As long as you behave, you get what you need." Spider-man proposed.

"Sounds like a prison."

"Maybe, but I ain't exactly giving you a choice, then again I don't exactly have many options dealing with you either." Spider-man replied.

Everyone watched as both stared each other down, both looking into each others eyes. After a few moments, the Symbiote spoke.

"Fine, let's call a truce, but if you try anything then I will destroy you." The Symbiote growled.

"Ditto."

And thus the memory ended with the Symbiote entering Spider-Man's body, and forming into it's suit form. Everyone could hear both of them bicker as they left, speaking about the ground rules for this attempt of working together. They all watched as Spider-Man entered a building to fight the six again, trying to stop them from stealing a Particle Accelerator.

The memory ended with Spider-Man trying to stop the machine from blowing up as the Sinister Six fled, leaving both Spider-Man and the Symbiote to be blown up.

"After that, Parker and I woke up to be on your world. We had our truce, but we both knew it was like a prison. We were each other's prison." Venom told everyone.

"Well that was quite a story, but is that it? Is it still "just" a truce now?" Pyrrha asked, everyone waiting for an answer.

"Its hard to say, we did actually start to cooperate. We had our ground rules, Parker provided me with chocolate, which I had found out about it containing the chemical I need a while back. That helped me get some sense of sanity, and for my violent instincts Parker would allow me to go into the forests nearby and hunt these Grimm as a way to satiate those tendencies. So far, we are getting a long a bit, there are some instances of arguing though." Venom answered.

"And what about Carnage?" Weiss shudders, "Can you explain that a bit more."

"Fortunately, I am able to answer that now. While I was healing Parker earlier, I went through his memories to see what my offspring did to Parker during our time inside Carnage's biomass. Apparently, they are a replication, or was. Some of Parker's blood was spilled from one of the encounters he had with the lady he and mini-parker had when both met. It was from arrows that pierced into his shoulders. The blood that spilled contained a replication of me, and some lightning dust that was spilled sparked, hitting the blood. Carnage was born from both Parker's blood, and my replicant." Venom explained.

"Is that how your species are born?" Jaune asked.

"Yeah, I expected you aliens to lay gooey eggs. Not that." Nora told everyone her opinion.

"Klyntars usually spot put six eggs. So you were close." Venom told the girl.

"Ok that's just disgusting! Wait, six eggs?!" Weiss shouts, was there more out there that they don't know about.

"Calm down Schnee, replication, although extremely rare among the Klyntar race, only sprouts out one offspring, usually more of an exact copy. But once a Klyntar has reproduced, they can't do it again. So don't worry, I won't be reproducing anytime at all. Thank goodness for that." Venom explained.

"You seem quite happy about that? Is there a reason why?" Ren asked.

Everyone expected an answer, but Venom didn't answer. After a few minutes Venom says, "Unlike the rest of the Klyntar race, I came to believe Symbiosis would allow us a better chance of survival. And I was considered a traitor for just bringing that idea up, so screw them. Besides, you eukaryotic beings are quite interesting. The Klyntar race would have just consumed this planet, that was Carnage's plan after all."

"How do you know that? Was that what that monster was going to do?" Ruby asked.

"I know because I was a once did the same. Planet after planet after planet. The only reason I was even remotely different was because one day, I gained what you would call a mere fraction of a consciousness. I am not sure why, but the Klyntar race figured me out, especially since the Klyntar are connected to a hive-mind. So when they realized I was becoming more independent, I was cut off from the hive-mind." Venom explained.

"That's interesting……so you did they same like your kid? Eat everyone when you, hatched? Ok it sounds so weird that you came out an egg." Yang said, wanting to know the truth.

"Yes, just my offspring, when I came into existence, I myself consumed anything I came across. I know I said don't call me a parasite. But it is true, I just hate being reminded of that." Venom replied.

"Well, that just makes reading you extremely hard." Weiss groans. "But at least your offspring is dead. You and Peter seemed to deal with it so easily."

"Oh yeah it was so cool! One moment we got our butts kicked badly, and General Ironwood got badly hurt, then suddenly you and Peter burst of Carnage and started beating him up. It was so awesome! If you forget the scary parts that is." Ruby chuckles nervously.

"Mini-parker, we did not have that handled at all."

"What? But in the end you two were winning." Ruby said with confusion, the others just as confused as well.

"It was mere luck that me and Parker were able to escape from Carnage's biomass. The only reason we got out was because of Xia Long." Venom explained.

"Wait, what do you mean by that?" Yang asked, with even more confusion filling everyone's mind.

"Remember that devastating attack you landed on Carnage, the one that split him in multiple pieces?" Venom asked.

"Yeah, he gloated about eating Ruby in front of me, so I got angry and hit him with everything I got. But it wasn't enough." Yang clenched her fists in anger, remembering Carnage's laughter. She then felt Ruby hug her in an attempt to calm her down, Yang smiling as a result.

"Well it was enough, it weakened him enough for me and Parker to get ourselves together and break out their biomass." Venom told everyone, "In conclusion, both me and Parker are alive thanks to you."

"Wow, really? So my strength was enough? But I didn't build enough energy to unleash." Yang asked.

"The side affect of your semblance, the fire, was enough to damage them. If you four haven't guessed already, fire is the second weakness. And thanks to that, we all lived. So I guess I owe you." Venom told the Huntress in training.

"Oh, wow, that's actually pretty cool. I'll hold you to that, and for the record, I am going to make sure that IOU is something stupid. Think of it as punishment for causing Pete a lot of pain." Yang smirked.

"Damnit I did that to myself, fine. But besides that, take pride in being on the few individuals to go toe to toe to a Klyntar. But I would work on your predictable anger, it almost cost all of you as well. Carnage took advantage of your blind rage and used it against you by getting you to waste all your energy." Venom told the Huntress, getting her annoyed as a result.

"I don't need advice from an alien puddle. My fighting style is just fine the way it is." Yang scowled.

"As much as I hate to say it, that alien has a point Yang." Weiss said to her, "It did get you angry and you just blindly rushed in."

"Hey! I don't need you guys criticizing me." Yang huffed.

"How about we talk about this later Yang. Oh! The alien must have knowledge on how to fight. If it's billions of years old then it must know a thing or two!" Ruby guessed.

"Not really, most of my attacks are more brash. Mostly just tackling and slashing opponents. I suggest you think more about your fighting style." Venom burst Ruby's bubble.

Yang just ignored the Symbiote, not liking the alien pointing out her flaws.

"I believe this is it with the explanation, anymore questions you all have I'll answer another day. Besides, I believe you all have a dance you want to attend." Venom reminded them.

"Oh crap! Hurry up and let us out we need to get ready!" Nora demanded.

"Shouldn't we check on Pete first? I think we should get him before getting ready." Jaune points out.

"Don't worry, while it may have felt like hours here, time only went by a bit outside. You all have time. But yes, one of you should go check on Parker." Venom responds.

"And what about you? What are you going to do?" Pyrrha asked.

"Meh, I'll probably just hang around in the vents or stay in this dorm room. Probably best to give Parker a break from me. Knowing him, he's probably having a nightmare about Carnage. He's been having them for a while now." Venom told everyone.

"That sounds awful, we should all go cheer him up!" Ruby cried.

"I don't think all of us being there will help. Maybe one of us should check on him first and help him calm down before seeing all of us." Blake suggested.

"That would be best, if we all go, it might overwhelm him and make him more nervous. From what has been described, this Carnage seemed to have done a number on all five of you." Ren assumed correctly.

"That is correct, Parker has more trauma then anybody should even have at his age. It's remarkable how that boy has still kept going on after everything. I suggest the feline go check in on him." Venom suggests.

"Huh?! Why me?" Blake asked.

"You and Parker have a lot in common. Talking with someone who will understand how he feels may help him. Try and get him to let go of some of that pain. It might help him more than any of you may realize." Venom explained.

"Huh, is there any other reason you asked for Blake to check in on Pete?" Yang asked.

In response the Symbiote just says, "Don't think so, the way Belladonna has been trying to hunt down Torchwick is similar to how Parker spent time tracking down The Goblin a while back. So I think that will help Parker connect and maybe vent about how he feels all the time." Venom explained their reason.

"Alright that's it, hope you all have been entertained on Parker's victories and my defeats." Venom joked, getting chuckles from Ruby and Nora "Om your way out into the real world please tip the alien with chocolate bars for the service."

Then Yang, Jaune, and Pyrrha started to chuckle, with Blake and Weiss not even finding those funny.

"…..God damnit Parker, I really spent too much time in his head."

"Maybe it's a good thing, you could be a good guy again, like the first time you both worked together." Ruby suggested.

In response, the Symbiote stayed silent as everyone started to leave their mind. It thought about those words from the young leader, maybe they could be a true hero.

"I envy your innocence child. Maybe if the Klyntar wasn't created for destruction then maybe more of us could do go. But I'll try, after all, I have been trying to be better."