"Quite impressive, but even with your powers and skills. You are still outnumbered." As he finished his statement, the villains moved to completely surround the heroes. Spidey got into a fighting stance while Upgrade looked completely calm, but it was hard to tell due to his expressionless face.
"Man, I wish I thought that far ahead." Upgrade said in a calm tone. Suddenly the entire building began to shake. Everyone except for Upgrade looked around confused and worried. Suddenly the main doors of the lab exploded, drawing everyone's attention to the smoking remains of the door. Once the dust cleared, the eyes of the Sinister Society and Spider-Man widened. Standing in the doorframe, were The Avengers. "Oh wait. I did."
"Hope you don't mind that I invited a few friends to the party." Upgrade said in a snarky tone. "Avengers Assemble."
For a full minute, neither side made a move. The Sinister Society and Avengers stared each other down like something from a Western Movie, each side waiting to see who would draw first. That stalemate was broken when Upgrade tapped the Ultimatrix symbol.
"FOUR ARMS!" The alien cried as he then proceeded to clap all four hands together, creating a powerful shockwave aimed at Doc Ock and Venom. The Symbiot monster leaped out of the way, while the eight limbed scientist got the full blast, knocking him into the back wall.
The bright green flash seemed to be everyone's Go signal as they rushed to engage their opponents; Electro blasted a beam of electricity, which was met by Iron Mans repulsor blasts, Thor tossed his hammer at the mist form of Mysterio, Hulk and Rhino squared off his battle of brutes, Captain America engaged the aerial Vulture, Black Panther and Hawkeye tag teamed Kraven and Wasp and Giant Man decided to get down and dirty with Sandman.
This left Four Arms to fight Doctor Octopus and Spider-Man to square off against deadly Venom. Spider-Man fired a webline at the ceiling and pulled himself into the air, angling his body in order to deliver a powerful double kick to Venoms chest, knocking the two arch enemies away into the next room.
Meanwhile Four Arms charged at Doc Ock, his two right fists chocked back. However the eight limbed villain managed to recover from the aliens initial attack and quickly used his octo arms to push him of the ground to avoid the attack. Doctor Octopus then sent two of his arms at the alien hero, claws outstretched. Four Arms was able to grab both arms and used his strength to yank the Doctor close enough for him to deliver a haymaker to the villain, making sure to hold back so he wouldn't cause any saver damage to him.
Doctor Octopus groaned as he turned in time to see Four Arms leap into the air, intending to bring all four of his massive arms on top of him. Reacting quickly, Doc Ock sent all four of his arms at the alien, grabbing the aliens legs and upper arms. The multie limbs villain then proceeded to slam the alien into the ground then toss him in the wall, with enough force to dent it, stunning the hero. Doc Ock then noticed a large slab of debris that was knocked loose after Hulk tossed Rhino through a wall. Using his tentacles, Doctor Octopus lifted the large slab off the ground and proceeded to crush Four Arms with it.
Doctor Octopus smirked as he approached the pile of rubble. "While you were formidable, Shapeshifter. It seems that once again, brains triumphs over brawn."
However, no sooner had he said that, the rubble began to shift. Suddenly the rubble exploded outwards and a massive red fist, shot forth and collected the Multie limbed villain in the jaw. Four Arms pushed his way out of the rubble as he glared at his opponent.
"Don't flatter yourself, Doc." Four Arms taunted. "Your not that smart. And this fight is just getting started."
Four Arms then tapped the Ultimatrix dial, resulting in a blinding flash of green light.
"SPIDERMONKEY!"
Since this guy is one of Spider-Mans villains, Ben figured what better way to get under a villains skin than to fight him with the powers of the guy who's constantly defeating him.
Doctor Octopus sneered as his arms pushed him up. Seeing the monkey like alien only made the villain grind his teeth. Without missing a beat, Doc Ock lunched one of his tentacles at Spidermonkey with the striking speed of a scorpion. Spidermonkey screeched as he jumped out of the way to avoid it, he then fired a webline at the celling and attempted to swing away. However he failed to see a second tentacle swing at him from the side like a whip. The metal tentacle slammed into the aliens side, sending him flying across the room and landing painfully to the ground. Spidermonkey coughed as the attack was strong enough to knock the air out of his lungs.
However before he could recover, four clawed tentacles, grabbed his limbs in a similar manner to how Four Arms was held a few moments ago, and was hoisted of the ground and promptly pinned to the wall.
"You are a fool, Shapeshifter." Doc Ock gloated as his tentacle tightened their grip causing Spidermonkey great discomfort. "I have engaged Spider-Man several times and have studied his powers and movements. By using a form with similar powers has only staked the odds against you."
Spidermonkey raised an eyebrow "Really? Cause didn't Spider-Man beat you every time, you guys fight."
Doc Ock snarled as he released Spidermonkey's upper left arm and the claw at the end of the tentacle started to spin like a buzz saw. However Spidermonkey didn't look the least bit intimidated.
"Oh thank you, ive been meaning to get my hair cut. Just a little of the sides please." The alien hero quipped.
Doctor Octopus rolled his eyes. "My world was already intolerable with one pest who wouldn't shut up. I believe I'll be doing the world a favor by removing you from it."
"What, you don't like my material? Everyone's a critic." Spidermonkey said in a joking manor. "But if you don't like that, how about a magic trick?" the alien asked raising his arm. "I call this next trick, Going Ultimate."
Just as Doctor Octopus was about to slice open the Avengers neck, he tapped the Ultimatrix dial. In response, four spikes popped out the sides and Spidermonkey immediately began to change. His body grew larger and more muscular, adopting a more gorilla like appearance with purple fur instead of blue. He now had six green eyes and lost his tail and second pair of arms. Instead, four long spider legs grew out of his back and supported the aliens massive body. The evolved alien beat his chest with his powerful arms.
"ULTIMATE SPIDERMONKEY!"
Doctor Octopus's eyes widened at the sight of the new alien. He tried to restrain the alien's movements, only for Ultimate Spidermonkey's powerful arms to yank themselves free from the tentacles grip. The evolved alien then landed on the ground, using his spider legs to move in a similar fashion to Doctor Octopus. The alien hero let out a primal growl at the multie-limbed villain, making his cool demeanor actually falter.
Doc Ock then attempted to use to of his tentacles to strike the evolved alien. However Ultimate Spidermonkey grabbed both tentacles with his massive hands. the evolved alien smirked as a nervous look crossed Doctor Octopuses face.
Ultimate Spidermonkey then proceeded to swing the Doctor around like an amusement park ride. "Ring around the Rosie, A tissue, A tissue, We all fall down!" Ultimate Spidermonkey sang and on the final note, he swung Doc Ock to the ground with a loud crash.
Doctor Octopus groaned as he lifted his head from the ground. He then swung his lower tentacles at Ultimate Spidermonkey, aiming to sweep the spider legs out from under him. But the alien saw the attack coming and with his reflexes, quickly leaped into the air avoiding the legs. He then used his spider legs to cling to the ceiling and looked down.
Ultimate Spidermonkey then opened his mouth, his lower jaw then split in half like a mandible. He then proceeded to fire a stream of webbing from his mouth, which then proceeded to tie up Doctor Octopus from his legs to his body. The Alien Avenger then preceded the lift the eight limbs villain off the ground, bye the webline.
Doctor Octopus grunted as he struggled in his bonds, to his surprise these webs were twice as strong as the webs Spider-Man uses in their battles.
"Looks like I got a live one." Ultimate Spidermonkey quipped as he dangled the villain over the ground.
Doc Ock sneered as he looked up at the evolved alien. "Release me at once, you Absurd Abomination." He demanded.
"Ok." Ultimate Spidermonkey casually responded. Doc Ock only had a second to realize his poor choice of words before the evolved alien released his hold on the webline, dropping the villain to the ground headfirst knocking him out instantly.
Ultimate Spidermonkey chuckled as he crawled back down the ground and stood over the fallen villain. "You know, for a guy who claims to be a genius. That was a pretty dumb thing to say." He taunted.
A sudden rumble shook the building followed by a loud monstrous roar in the next room caught the alien's attention. Seems like someone somewhere needed some help, and Ultimate Spidermonkey had a pretty good idea who it was. Looking back at the unconscious form of Doctor Octopus one more time to make sure the villain was completely out, the Wielder of the Ultimatrix, made his way to were he heard the noise as fast as his spider legs could carry him.
Meanwhile the fight between the Avengers and Sinister Society had moved from the confides of their base, to the streets of New York. Heroes and Villains clashed throughout the street, exchanging punches, energy blasts and the occasional car in attempts to overpower each other.
Wasp fired several stingers at Sandman, who was trying desperately to swat the tiny heroine out of the air. However his distracted stated easily allowed Giant Man to sneak up on him and back hand the villain into a nearby truck. Sandman shook his head as he looked up to the size-changing duo in front of him.
Suddenly something trickled down his shirt. Sandman looked to his right to see a stream of sand had spilled out of tarp that was covering the top of the truck. A smirk crossed Sandman's face as he shifted his body into a river of sand and flowed into the truck, disappearing under the tarp.
"Hey!" Wasp called out as she started to fly after him. However Giant Man quickly realized what Sandman was doing as he reached out to stop her.
"Wasp, wait!" he called, but at that moment the tarp exploded off the truck as sand blasted into the air like a geyser.
The sand then reshaped itself, taking the appearance of a now 60 foot tall Sandman, equaling Giant Man in height. With his new growth spurt, Sandman cracked his knuckes and formed them into a pair of maces.
"Ready for round two, Chumps?"
"Normally I would suggest that we sit down and talk this out like civilised men. But I believe that's no longer an option." Giant Man replied as he charged forward and tacked the sand giant into a building. The two titans grappled with each other, trying to gain the upper hand.
During the struggle, Sandman noticed the fights going on behind them. Kraven, swipping at Black Panther with his claws only to have Hawkeye shoot him with an elercto arrow, shocking him. Then Rhino charged at Hulk and rammed him into the side of a building. The shockwave of the impact caused a billboard on the roof to become unstablised. The metal groaned as the massive sign, broke free of its stand and fell to the street below. A pair of civilians were directly below the falling structure, but where to occupied by the brawl between Hulk and Rhino to notice there impending demise.
Sandman's eyes widened. "No!" he yelled as his body morphed into a stream of sand once more and flowed around Giant Man, making a beeline to the helpless couple. The end of the sand stream formed into a giant hand and swiftly grabbed the civilians and carried them away, moments before the billboard landed on top of them, crushing a portion of Sandman underneath it.
The couple screamed and ran away, while Giant Man stood motionless with a shocked look on his face after witnessing the criminals act of heroism. Sandman gathered himself up and returned to his giant form, he then noticed the size changing hero staring at him.
"What?" Sandman said, holding his arms out. "Im only doing this for my big score. But I don't want nobody getting hurt over it." He explained.
Before Giant Man could comment, Sandman shifted his right hand into a hammer. "Now where were we?" the shapeshifting criminal then raised his hammer and charged.
Back in the lair, things were not going well for Spider-Man. He always had trouble fighting Venom on a good day. But today, it seems the symbiot villain had upped his game to a whole new level. His speed, his strength and his ferocity, were all somehow amplified, making him even more deadly than before. But Spider-Man still had one thing over him, his skills.
Spider-Man rolled over Venoms strike and fired a webline into Venoms eyes, blinding him. He then fired two more lines at the villains shoulders and then used his enhanced strength to swing the monster over his head. However Venom was able to turn in mid air and land on his feet. He then grabbed the weblines in his hand and yanked Spider-Man towards him. The Webhead, flew towards the hulking villain before he grabbed him by the throat. Venom the used his long red tongue to pull the webbing out of his eyes and then spat it to one side.
"Always use the same tricks." Venom stated as he held his enemy aloft.
"Hey, if it ain't broke. Don't fix it." Spider-Man quipped back weakly as Venom tightened his grip. "Eddie. I know your still in there, this isn't you. It's the Symbiot. I've known you my whole life Eddie, were brothers doesn't that mean anything?"
Venom only growled. "You call Us brothers and yet, you betrayed Us. You left to take photos of yourself all for money. You destroyed everything We worked for. Now its time for you to feel exactly how We feel. Starting with Her." Venom said ominously.
Even though he didn't use a name, Spider-Man new exactly who he was talking about. And there was no way he was going to let him touch her. Spider-Man slammed his fists into Venoms arm, causing his grip to weaken enough for Spider-Man to break free.
Spidey landed on the floor and fired two weblines at Venoms feet and yanked hard. The force was enough to pull Venoms feet right out from under him. The momentum sent Venom into a flying backflip, but Spider-Man intercepted the villain with a flying haymaker to the face, sending the monster flying. Spider-Man breathed heavily from the adrenaline boost. However that surprise attack was not enough to put Venom down as the Symbiot creature rose to his feet.
Venom growled angrily at the spider themed hero, and raised his fist to fire his own web tendril. However a large purple hand suddenly grabbed his wrist. Venom turned to see Ultimate Spidermonkey, glaring at him as his gripped the creatures wrist tightly. Before Venom could react, Ultimate Spidermonkey punched the Symbiot creature in the face with enough force to stun him momentarily. The alien hero then tossed Venom into a wall and then fired a thick stream of webbing from his mouth, effectively restraining him.
The alien hero then turned his attention to his ally. "Are you ok?" he asked.
Spider-Man just looked the alien up and down and raised his eyebrow. "Really, it wasn't enough that you copied me but you also had to rip off Doc Ock aswell? Is there anything original about you?"
Ulimate Spidermonkey groaned. "Does every comment out of your mouth have to be a complaint? Seriously no thank you or anything for helping you? And for the last time I didn't copy you, I just happen to have a form with your powers. Its just a coincidence." He retorted.
"Whatever you say, Spider-Kong." Spider-Man quipped. "Just as long as you don't go climbing the Empire State Building with a pretty girl, I'm down with it."
Ultimate Spidermonkey snorted as they both turned to face Venom, who was trying to free himself from the strong webs.
"What should we do with him?" Ultimate Spidermonkey asked.
Spider-Man sighed. "I don't know. Even when I cured him the first time, the Symbiots effect on him drove him insane. I'm not sure I can ever get him back to the way he was."
"What even is that thing, anyway?"
Before Spider-Man could answer, a beeping noise sounded halting the hero's train of thought. Suddenly Ultimate Spidermonkey was enveloped in a green light and turned into Spidermonkey and then back to his human form.
"What the heck?" Ben said surprised at his sudden transformation.
"What just happened?" Spider-Man asked.
"I don't know." Ben responded. "This doesn't normally happen unless…." Suddenly realization hit him as he turned his left wrist to see the Ultimatrix. Confirming his suspicions Ben saw that the dial was glowing yellow. Meaning only one thing.
"Unknown DNA sample detected." The Ultimatrix spoke in a voice similar to Bens. "Commencing scan." The dial then popped up and a yellow light suddenly shot in Venoms direction and passed over him from head to toe. Once it was done the light faded and the dial slid back down into place. "Unknown DNA sample acquired. Scan complete."
"Huh." Ben casually said after the Ultimatrix was done. "So that things an alien…. Cool."
Spider-Man looked at the alien hero, incredulously. "Seriously? That's your reaction? 'Its just an alien'."
"Dude I turn into aliens. This is really no big deal for me." Ben replied, in a carefree tone. "But I am pretty stoked that I got a new transformation. I can't wait to take it for a test drive."
"Just be sure you have insurance, I hear a lot of people get skrewed that way." Spider-Man quipped as the two heroes shared a laugh.
However the moment was interrupted when Venom finaly broke free of his restraints and leaped at the duo. Spidey instantly got into a fighting stance while Ben activated the Ultimatrix and slammed down the dial. The resulting green flash, forced both Venom and Spider-Man to shield their eyes from the blinding light.
Once it faded Ben quickly realized that he did not get the alien he wanted. In his place was a short, fairy-like alien with blue skin. It had purple fairy-like wings and blue hair that sticks straight up. It wore a green dress-like outfit with black zigzags. It had two; three-fingered hands and white gloves, and its feet have two toes on them. Its eyes are green with feminine eyelashes, and had pink markings on its cheeks and chin.
"PESKY DUST!" the alien yelled in a feminine voice.
Before Ben or Spider-Man could comment on the form the alien hero just assumed, they were both tackled by Venom. Due to the blinding flash from Ben's transformation, Venom was forced to shield his eyes. This caused him to loose his trajectory and instead of grabbing the heroes, he instead slammed into them. This resulted in all three of them rolling across the floor in a large group until they slammed into the wall in a crumpled heap.
Due to the sudden jolt, Pesky Dust accidently activated his powers. Two green, mist like, trails flowed from his hands and both struck Spider-Man and Venom in the head. Immediately both hero and villain fell into a deep sleep, while Pesky Dust went into a trance like state.
Spider-Man, Venom and Pesky Dust all looked around in a dark void they were floating in.
"What is this?" Venom questioned menacingly. "Where have you taken us?"
"Purrr. I don't know." Pesky Dust answered honestly, holding his hands up.
Under normal circumstances, Spider-Man would be laughing and making jokes about how ridiculous and girly his friends current form looked like. But his curiosity outweighed his usual tone.
"How can you not know what's going on? Didn't you take us here?" Spider-Man asked the fairy like alien.
Pesky Dust looked around uncertain. "Purrr. Yes but. Purrr. I have never done this with two people before. Purrr."
"What do you mean?" Spider-Man questioned.
"Purrr. Well this aliens power is to put people to sleep and control and alter dreams. Purrr." Pesky Dust explained. "Purrr. But I've never joined two minds together at the same time. Purrr. So I don't know what's going to happen. Purrr."
"This is a trick!" Venom spat gaining the two heroes attention. "You are trying to deceive Us. We will not be fooled. We Are VENOM!" the alien creature roared before leaping at the two.
However Pesky Dust simply raised his hand and immediately Venom stopped in mid air. Like some invisible force had grabbing him and prevented him from moving.
"What is this? What's going on?" Venom demanded.
"Purrr. This is the Dream world. Purrr. And I control dreams. Purrr. So calm down and lets see what's happening. Purrr." Pesky Dust stated as he flicked his wrist and Venom immediately sat down next to the heroes. He tried to move but Pesky Dusts power prevented him from moving.
Suddenly the Dark Void they were all in began to illuminate with images and scenes, depicting moments and people that Pesky Dust had never seen before. In some images he saw Spider-Man saving people and Venom fighting him. But in others he saw a teenage boy, roughly sixteen, with brown hair and eyes, wearing a light blue shirt, with a tan long sleeved shirt underneath. He wore brown pants and a pair of circular rimmed glasses.
The screen showed the boy on a school trip at a lab with several students listening to a woman talking about these genetically engineered spiders. Suddenly the boy yelped as he lifted his right hand to see a spider had bitten him. The arachnid jumped off the boy and crawled away, leaving the boy to clutch his wounded hand.
Suddenly the sceen shifted to a new sceen with the same boy now walking down the street. Just then the boy heard a screetching sound and he immediately leaped out of the way and to his surprise, clung to the wall. The boy looked surprised as he started scaling the wall like an insect.
It was at that moment Pesky Dust realized what was happening. He was witnessing the origins of Spider-Man.
The scene then shifted to a large wrestling rink with Spider-Man, wearing a very crude early attempt at his costume. The group watched as Spider-Man effortlessly beat his opponent in the ring. The young hero raised his arms triumphantly to the cheering crowed, who were all chanting his name, clearly loving the attention.
But then the scene shifted to Spidey and the manager, were the man wanted Spidey to sign a contract in order to get the money he wanted. Spidey refused so the manager refused to pay him. That's when the bugler showed up.
A middle aged man, wearing black clothes and a black beanie, ran down the corridor with a bag full of money. Pesky Dust watched the scene play as, instead of stopping the crook, Spider-Man stood to the side and let the criminal pass him and escape in the elevator.
Needless to say Pesky Dust was shocked, he never thought he would see the person he fought beside actually let a criminal go, even for a stupid reason like this one.
"I should have stopped him." The real Spider-Man said as he watched the scene sadly. Pesky Dust looked over to the hero as he spoke. "I should have stopped him. Of all the mistakes I've made in my life. This is the one I wish I never made."
If Pesky Dust was confused by the statement. That confusion quickly vanshished bye the series of scenes that followed. First was a scene with Spider-Man, sans the costume walking to what appeared to be his home and entering to see an elderly woman, crying in a chair.
"Aunt May. What's wrong?" Memory Spider-Man asked the woman.
The sobbing woman looked up to her nephew with tear stained eyes. "Oh Peter, Its Ben." She said in a quivering voice.
A look of horror crossed the teens face, a look the Pesky Dust new all to well. The alien turned to the solemn looking vigilante. "He died, didn't he?" Spider-Man nodded. "How did it happen?"
"Keep watching and you'll find out." Was all Spider-Man said as the alien hero turned back to the witness another scene shift.
This time they were in a dark abandoned building. A man ran through the darkness, panting heavily, with a gun in his hand. It didn't take a genius to figure out that this was the man who killed the person that Spider-Man cared about.
The memory Spider-Man then fire a stream of webbing at the killers arm, catching him off guard and then swung him into the far side of the room near a window. "Spider-Man" then marched right up to the shrouded man, grabbed him by the front of his jacket and then slammed him into the window, shattering the glass and letting the light flood in. the real Spider-Man looked away and Pesky Dusts eyes widened as he saw the face of the killer. It was the same man who robbed the manager of the Wrestling rink. The man Spider-Man let get away.
"No. It cant be you. It cant!." Memory Spider-Man exclaimed at the sight of the killer. His voice getting angrier by the second.
Memory Spider-Man then shoved the man out the window, dangling him over the edge by the scruff of his coat.
"Spider-Mans" Eyes narrowed. "I should drop you." He snarled at the criminal. "I should take what you took from Ben Parker." At that sentence he released his grip and let the criminal fall, his screams cutting through the silence like a knife.
Pesky Dust watched the scene, feeling every emotion that the Memory Spider-Man must have felt. The thought of having his families killer in his hands and then ending him right there. But like the Web spinning hero, Ben knew better.
Memory Spider-Man fired a webline, catching the killers leg and stopping him short of the pavement and at the mercy of the police.
"But he wouldn't approve." Memory Spider-Man said. "With Great Power. Comes Great Responsibility."
And with those words the memories faded.
Pesky Dust reflected on what he just witness. But before he could say anything to Spider-Man, Venom spoke up.
"Your Uncle Ben was only the start." He spat at the hero. "From that moment on, its been nothing but letdowns and betrayals from you."
Suddenly they were surrounded by a new series of images. Each one depicting scene of Spider-Man, or more accurately Peter, blowing off his friends and family in order to don his mask and fight crime, all while taking photos of himself as Spider-Man to sell for the Newspaper for money.
The why these scene where show, made Spider-Man look pretty selfish to him. But then he realized that these memories are from Venoms point of view and a majority of these scenes seem to mainly affect the scowling memory of Eddie Brock. Pesky Dust saw how the choices Spider-Man made seem to negatively affect the young adult, causing his attitude to the young hero to grow worse as it progressed. Until finally they reached the final scene.
The moment when Spider-Man tried to destroy the Symbiot in front of Eddie. Pesky Dust watched as the young adult desperately tried to save the alien goop and his job in the process. But he pleas fell on the deaf ears of Spider-Man as he turned down the temperature to freeze the slime.
At that moment, Eddie turned and started angrily cursing Spider-Man and his rage seemed to affect the symbiot as it broke out of its icy prison and started to spread out behind the human male. Eddie then took notice and placed his hand against the glass of the container. The Symbiot then changed its shape to mimic Brocks handprint.
As if in a trance, Eddie walked over and opened the container. Immediately the Symbiot rushed out and enveloped the human in a black wave. In a few short moments the two had combined into the deadly alien monster, Venom.
Once the image faded, the real Venom turned to Spider-Man. "You let everyone you claim you love down. All for money and fame. You never think anyone but yourself." The Symbiot/human hybrid accused.
This made Spider-Man feel worse as he began to sink lower and lower into despair. However Pesky Dust glared at the villain and raised his hands and a new series of images appeared before them.
"Purrr. There are two sides to every story. Purrr." He responded. "Purrr. You've seen what you want to see. Purrr. Now lets see the whole story. Purrr."
Venom and Pesky Dust then saw new images of what Spider-Man did after he ditched his friends. Every moment showed him swinging down to save someone, moments before they were crushed by falling debris or supervillain attacks. Each time Spider-Man put himself in danger, time after time, to save people he didn't know and never asked for anything in return.
"Purrr. If he hadn't have left. Purrr. Then those people would have died or be seriously injured. Purrr. Even you. Purrr." Pesky Dust said, gesturing to the scene where Spider-Man fired a web net to catch the debris that threatened to crush Eddie during on of his fights.
Seeing that scene seemed to make Venoms, scowling face soften a bit. "But that still doesn't excuse him from taking photos for money."
Suddenly the memory shifted to Peter walking down the stairs and overhearing his Aunt talking to her friend about how there financial issues would cause her to give up the house and leave her bankrupt. This was followed by several other scenes of Spider-Man taking photos to the Daily Bugle and giving the money directly to his Aunt, not spending a penny on himself.
The scenes and images of Spider-Mans selfless nature seemed to be affecting Venom in a way. Which each scene, the Symbiot seemed to fade away from his body, revealing the human underneath. His expression much softer than before.
Eddie then turned to Spider-Man. "All this time, I thought you were just walking over everyone."
Spider-Manlooked at his old friend. "Aunt May was in trouble Eddie, I was so focused on helping her that I didn't even think about how it affected you." He apologized.
Suddenly a light glow shone between the two. One final image appeared before them, showing a young Peter being bullied by a another boy. The bully pushed the little kid to the ground, spilling all his belongings on the ground.
"Come on Puny Parker." The bully said, picking the nerdy kid off the ground by his jacket. "Just hand over your lunch money and ill only beat you up a little."
The bully then raised his fist to strike the boy. Young Peter closed his eyes and braced for the punch. However, the bullies hand was caught by the younger version of Eddie Brock.
Young Eddie then pulled the bully off the little nerd and shoved him away. "Back off, Flash." Young Eddie ordered. "If you want to be walking by tryouts then I suggest you walk away."
Flash looked at the older kid with a little fear in his eyes. "Y-Yeah, Sure thing Brock. I was only fooling around." The young bully then turned tail and ran from the scene.
Young Eddie the turned around to the Young Peter and walked over to him.
"You didn't have to do that." Young Peter said.
Young Eddie simply smirked as he pulled the small kid to his feet. "Of course I did. We're Brothers Pete. And Brother watch out for each other, no matter what."
The young Peter sniffed and looked up to the older boy. A small smile on his face, which the older boy returned in full.
The scene then ended and the two men looked at each other. Spider-Man looked up to his former friend. "You were right." He said. "Brothers watch out for each other. And they never give up on each other either."
Eddie looked down at the vigilante, conflicted. On one hand, he was his enemy. He destroyed his life and he wanted to make him suffer for what he did. But on the other hand, he was like family and he spent most of his life, looking out for him. Could he really throw all that away for a simple argument.
"Pete… I…"
"NO!" a dark voice suddenly shouted as black tendrils suddenly shoot out of the darkness and entangled Eddie Brock, lifting him into the air and slowly crawled across his skin. Then a mass of ooze formed together and took the shape of a monstrous head, with sharp teeth and white eyes, similar to Venoms.
"He betrayed Us. He is our enemy. He rejected Us so we must destroy him." The Symbiot's voice echoed through the void.
Suddenly Eddies eyes widened as it he just had an epiphany. "I never wanted that. You did!" Eddie shouted back. "All I wanted was to scare a few of his friends away. To just teach him a lesson. But I never wanted to hurt anyone. You put those thought in my head. Peter was right, you were poisoning me."
"We were helping you see the truth, Eddie Brock. Your hate was strong, We made it stronger. All We've done was help you embrace who you are."
"No! You turned me into a monster. You made my attack my friends. I will not be your puppet anymore!" Eddie shouted as he struggled against his restraints.
However the bonds only tightened around him as the alien creature chuckled. "Fool. Have you forgotten that We have made our bond permanent?" that reminder made Eddie look at it in shock. "We are now joined; mind, body and soul. You cannot reject Us, for We are one. You, Eddie Brock will be ours. Forever!"
Just before the black tide could swallow Eddie, a green sphere of energy, surrounded the young adult, slicing off the tendrils that held him. Eddie looked around surprised, while the Symbiot snarled at the interruption. The green sphere then moved Eddie away from the Symbiot and Pesky Dust flew infront of it.
"Purrr. I don't think so." The alien said in a threatening tone.
The alien slim, laughed at the feminine looking alien as it glared at him. "You cannot break our bond. We are poison to all who betray Us. We are Venom!" The alien shrieked. Several tendrils shoot towards the fairy alien. But Pesky Dust simply waved his hand and a green energy wave, shoot out and sliced the tendrils off. Pesky Dust continued to give the alien slim a death glare as the creature leaned in closer. "Hmmm. Interesting. You hide much anger inside yourself. So much hate. So much fear." The alien mused.
Pesky Dusts stair didn't falter, instead he held out his hand and a wave of green energy shoot forth and surrounded the alien Symbiot. The creature shrieked as the energy grew.
"Purrr. I may not be able to separate you. Purr." Pesky Dust admitted, as the energy grew stronger. "But what a can do. Purr. Is making sure you don't hurt anyone ever again! Purr."
Pesky Dust then raised his arms and the green energy started glowing brighter and brighter until Spider-Man and Eddie were forced to shield their eyes as their ears filled with the painful shrieks of the Symbiot.
"NOOOOOOOOOOOOOOO!"
Then everything went dark.
Back in the real world, Pesky Dust immediately snapped out of his trance as he looked around to see they were back in the real world. Suddenly a groan sounded from beneath him and he looked down to see the bodies of Spider-Man and Venom starting to stir. Not wanting them to see him like this, the teen hero slapped the Ultimatrix Dial and returned to human form in a flash of green light.
The two enemies shook of their drowsiness and then looked at each other. Spider-Man immediately leaped away and got into a fighting stance. "Eddie? You in there, Bro?" he asked hesitantly.
Venom looked at him confused, before looking as his hands. Suddenly his body began to change. His hulking form shrunk down until he was the same size as his human self. His large eyes shrank until they looked like white reflective lenses on a pair of goggles. Finally, his large, toothy mouth disappeared, making him look like he was wearing a black version of Spider-Mans costume.
The mask suddenly retracted, revealing the smiling face of Eddie Brock. "Yeah, Bro. I'm here."
Spider-Mans eyes widened, after all this time. All the fighting and the threats, it looked like Eddie was finally free of the Symbiots control.
"But how?" Spidey gasped.
"I don't know." Eddie admitted, looking at his new look. "I can't get it off, but I can't hear its voice in my head anymore."
"Yeah, I had something to do with that." Ben stated, walking up to the man. Eddie gave the teen hero a curious look, clearly not understanding, so Ben explained. "The alien was right. I couldn't separate you two. But what I could do was trap the alien's consciousness in a never-ending dream. Now you can control it, instead of it controlling you."
Eddie and Spider-Mans eyes widened. "You can do that?" Eddie asked, shocked.
Ben shrugged. "Apparently. I still don't know the full extent of Pesky Dusts powers."
"You mean aside from making you look like a Fairy Princess?" Spider-Man quipped, earning a glare from Ben. "What, I've been sitting on that one for a while now. You can't expect me to let that slide."
"He's right." Eddie admitted, chuckling as he did. "You did look pretty lame in that form."
Ben glared at the laughing duo, before eventually g joining in the laugh. "Haha, Yeah I did look pretty queer like that. It was like Tinkerbelle mixed with a PowerPuff Girl."
"Hey yeah. In fact when you talked, you kind of sounded like Bubbles." Spidey pointed out.
Ben then thought about it for a second. "You're right. HA I never realized that before."
However, their joyous moment was not to last, as suddenly the sound of gun chocking caught the groups attention.
"FREEZE!" someone shouted.
The trio turned to see a group of SHIELD agents had entered the room and had all their guns pointed at them. More specifically, they were all aiming at Eddie.
"Step away from the Venom. He is a wanted fugitive." The lead Agent shouted to the heroes.
Ben narrowed his ears, while Spider-Man and Eddie looked worried. Ben then walked in front of Eddie, blocking the Agents shot.
"Take me to Nick Fury." The Alien Avenger demanded. Ben had few words to say to the SHIELD director and he would not take 'No' for an answer.
The Agents escorted Ben and the other to the surface. Which showed SHIELD agents and Vehicles loading up the defeated Sinister Seven. All with the exception of Sandman, who had managed to escape in the confusion.
All the Avengers were around the area as well, some nursing a few bruises, but otherwise unharmed. Ben then saw Fury, having a discussion with Iron Man and Captain America. Ben immediately marched up to Fury, completely disregarding the Directors current conversation.
The one eyed Super Spy, noticed the teen approach and turned his attention to him. "Excellent Work, Tennyson." He praised.
"Save it, Fury!" Ben snapped, causing everyone to blink. "Tell your guys to let Eddie go, he's not a threat anymore. He free of the Symbiots control."
Fury raised an eyebrow. "You seem to be oblivious on the fact that Venom is a threat. He has cause a lot of destruction and put countless lives in danger."
"That wasn't him. That was the Symbiot." Ben argued.
"Which last time I checked, was still attached to him." Fury pointed out.
Ben looked uneasy on the fact that his argument was falling apart. He needed to find a way for Eddie to prove he's not a threat. Then an idea suddenly dawned on him. "What if Eddie can prove he's not a threat?"
The Director of SHIELD gave the Alien Avenger a skeptical look. "How would he do that?" he asked.
"Put him in rehabilitation?" Ben suggested. "Let him show that he can control the Symbiot."
Fury sighed and shook his head. "Hank Pym suggested rehabilitation countless times, when he worked with us. But the fact of the matter is, supervillains don't change. If there was someone who would be willing to change, then I might consider it. But there's no way any of them would sign up for it."
"How 'bout me?" a voice suddenly spoke up, drawing the attention of everyone present. The SHEILD agents and some heroes got into fighting stances as out from a drainage vent, a pile of sand flowed out and formed into the familiar shape of Sandman.
The heroes and Agents all prepared to fire until Ant-Man suddenly ran in between them.
"Wait, Wait!" the Size-changing hero called out, waving his arms in a peaceful gesture. "Let hear him out, before we resort to violence."
The Heroes, while hesitant, lowered their weapons and the SHIELD agents followed shortly. Ant-Man then turned to Sandman. "I'm surprised to can back."
"I almost didn't." Sandman admitted. "But thing is, I only ever joined up with the Doc and the others, just so I could get my big score. And squash the Web Creep." He added, shooting a glare in Spider-Mans direction.
Sandman then continued. "But the Wall Crawler made me realize that, a big score, aint about cash or jewels. I can score big, by doin something more with my powers." He then looked to Fury. "So if you guys are offerin a second chance. Then I want in."
Ben grinned, as he looked up to Fury, who for the first time since the young hero had met him, the SHIELD director looked shocked. Which only made Bens smirk grow. Nick Fury then briefly glanced in Bens direction, then groaned in defeat.
"Alright." Fury sighed. "Ill give your little rehabilitation program a chance." Ben smirked triumphantly until Fury turned to the alien hero and looked down at him and pointed a figure at him. "But I'm holding you personally responsible if this goes sideways."
Ben just grinned. "Hey I just catch them. How you deal with them in on you." Ben cheerfully responded.
Fury rolled his eye as he walked away from the teen to talk to Sandman. Ben then turned around to talk to Spider-Man and Eddie.
"Looks like you wont be going to prison after all." Ben said.
Despite his opportunity for a second chance, Eddie looked a little uneasy. "Why would you do that for me? I don't even know you and yet you put yourself out there for me. Why?"
Ben simply shrugged. "Because everyone deserves a second chance." Ben merely stated. "I may not trust SHIELD that much. But I know their hearts are in the right place. They'll help you get your life together."
Spider-Man then playfully punched his friend on the shoulder. "Yeah and if you're lucky, they might make you a SHIELD Agent."
Eddie put his hand on his chin as he pondered. "Hmmm. Agent Venom. That does have a nice ring to it."
Spider-Man nodded. "Yeah and you can finally stop hating."
Eddies smile faded as he looked at the spider themed hero. "I'm sorry about everything, Bro. I should have lost faith in you."
"Its my fault to. I should have considered how my actions would affect others." Spider-Man admitted.
"Well I guess, that's something we can both work on." Eddie stated.
"Yeah. I just hope the food at SHIELD isn't anything like the cafeteria food." Spider-Man quipped.
Eddie rolled his eyes as a SHIELD agent walked up to him, gesturing that it was time to go.
"I guess this is it." Eddie said, sadly.
Spider-Man nodded as he held his hand out to shake his friends hand. However Eddie pulled the young hero into a hug and embraced him. "See you on the other side, Bro."
Spider-Man returned the embrace, before Eddie let go and walked with the SHIELD agents into the aircraft, he looked out one last time at Spider-Man and Ben and gave them a weak smile. Spider-Man gave him a mock salute while Ben gave him a thumbs up. The aircraft then took off and flew into the sky.
Ben watch it go, and then turned to talk to the Wall Crawler. Only to see that Spider-Man had just web slinged away to the top of a building. Ben quickly activated the Ultimatrix and turned to find the right alien. There was still on more thing he needed to do.
Spider-Man stood on the ledge of a building, crouching on all fours, gazing at the scene below him.
"Hey." A chilling voice suddenly called out, causing the Wall crawler to jump. Spider-Man turned to see Big Chill descend to the roof, then tape the Ultimatrix dial, returning to his human form. "Leaving without saying goodbye?"
"I just don't want to be caught by SHIELD agents asking for my autograph." Spider-Man jokingly stated.
"Sure." Ben snarkley replied, rolling his eyes in the process. He then stat on the ledge by Spider-Man and watched as SHIELD continued to load up the supervillains and claim all the tech the they had stolen.
Ben then looked at Spider-Man. "So…. Peter Parker, huh?"
Spider-Man sighed, as he looked the teen. "Yeah, Don't tell anyone ok. I kind of have a secret Identity to protect."
Ben shrugged. "Hey I'm an alien from another dimension. Who'd believe me?"
"Good point." Spider-Man agreed.
"But just to make us even." Ben added pulling down his mask and holding out his hand. "My names Ben Tennyson."
Spider-Man looked at the teen for a second, then removed his own mask, revealing the face of Peter Parker, and shook his hand. "It nice to meet you."
The two then sat in silence for a few moments before Ben spoke up. "You don't have to do this alone, you know?"
Spider-Man raise an eye brow. "Huh?"
"The hero thing." Ben clarified. "You don't have to do it alone. The Avengers could really use someone like you."
Peters eyes widened at the thought. Him and Avenger. That would be the greatest honor ever. To work along side, Iron Man and Captain America. It was so over whelming to think of. But then the vigilante, looked at his mask in his hands and remembered all the things he's done.
"Sorry, I cant. At least not yet." Peter responded. "Don't get me wrong. I'm honored and all. But you guys seem to focus on chasing down the big bads. I help the little guys, if I'm off saving the world with you. Then there's no one to protect the people from a robbery of a mugging. I think right now, I'm needed here."
Ben smiled and nodded, completely understanding. "No worries dude. But still, you don't have to deal with everything alone." The teen hero then reached into his pocket and then pulled out a disc like device, with the Ultimatrix symbol on one side and held it out to Spider-Man. "Hear. This is a communicator I built. It cant be traced or hacked, and its linked to my watch. If you ever need help, or just want to hang. Just call."
Peter looked at the device and then took it in his hands. "Sweet. Wait, you were just carrying this thing in your pocket?"
"Hey you never know when it would come in handy." Ben stated.
"Cant argue with that." Peter conquered as he pocketed the device and slipped on his mask. "Its getting late. If I'm not home some, my Aunt will have a meltdown." He said in a mock worried tone. He stood up and gather the Alien hero a mock salute. "Until next time, Alien Boy."
"See you around, Webhead." Ben replied as Spider-Man leaped off the building a swung away. Ben watched as the hero, swung down the street, smiling as he did. Another new friend, in a crazy superhero world.
After seeing his new friend off, Ben made his way back down to the scene to see if his other friend had made an appearance. after scanning the crowd of SHIELD agents, Ben finally laid his eyes upon the familiar, stern face of Carol Danvers.
The teen agent was currently talking to another agent, an attractive girl with black hair and green eyes. Once Carol noticed Ben, she excused herself from the other Agent, who gave her a sly smile, making Carol roll her eyes and playfully push her shoulder.
Carol then walked up to Ben. "Well this is quite the mess you've made." She said, gesturing to the destruction around them.
"Hey I was under ground during the fight. I had nothing to do with this." Ben defended.
Despite his claim, Carol gave the teen hero a look and crossed her arms. "Really? Cause I seem to remember you sneaking into the Helecarrier, tricking me into giving you files on the Sinister Six. And a few hours later we get a report of the Avengers and the Sinister Six, fighting in the street. Seems like a pretty big coincidence if you ask me."
"Yeah a real head scratcher." Ben said, chuckling at the Agents attitude.
Carol simply smirked as she shook her head at the alien hero. She then started walking down the street with ben beside her.
"I don't know how you were able to trick me at the shooting range, but you and I are having a rematch." Carol challenged, sternly.
Ben smirked. "Hey any time, any place, Blonde. I've got no problem out shooting you." He said cockily.
"First off, you are not a better shot than me. You just caught me off guard." Carol stated firmly.
"Sure, keep telling yourself that." Ben mocked.
Carols glared at the Ultimatrix Wielder. "Are you always this cocky?"
"Only when it's appropriate." Ben simply replied, earning a scoff from Carol. Ben then glanced at Carol and nervously scratched the back of his head. "So… I'm guessing with all that's happened, you probably have some paperwork to do tonight, right?"
"No, not really." Carol casually replied. "I was thinking of sneaking off to the Angelica. 'Forbidden Planet's' playing."
At the mention of the movie, Ben stopped in his tracks. She wanted to see the movie too?
A sly smile appeared on Ben face. Feigning ignorance, he quickly caught up to her "'Forbidden Planet'? Is, uh... is that the one with the robot?"
Carol looked back at him as if he'd grown a second head. "You've never seen "Forbidden Planet"?"
Ben smiley shrugged. "More of a "Star Wars"/"Matrix" guy myself."
Immediately Carols eyes lit up in excitement. "Oh, my gosh, Ben, this is the movie that inspired those two." She stopped for a second, then smiled as she grabbed his arm. "That's it, I'm taking you. My treat."
"Oh, no, I, uh... I have plans." Ben said, casually.
"Nope, not anymore." Carol stated, dragging him behind her. Ben let a smirk cross his face as she led him down the street to the theater.
"All right, well, can I have, uh, candy and popcorn?" Ben asked.
"Sure." Carol replied. "Oh, Ben, you're gonna love this. This is Leslie Nielsen before he became a comic genius."
"Really?" Ben replied with mock surprise.
"Yeah." Carol said enthusiastically.
"Can we stop at Remy's for burgers after?"
"Now you're pushing it." Carol stated, in a serious tone. But then returned to her cheerful attitude at the pair continued to stroll down the New York City streets. Happy to be in each other's company.
Back in the destroyed lair of Doctor Octopus, SHIELD agents were still moving the debris from the fight in several areas of the room. However the agents failed to notice the cylindrical container at the far back of it. The former prison for the Venom symbiot.
However from the seemingly empty container, something slithered out. It resembled a smaller version of the symbiot. However unlike the last one, this little life form was blood red, instead of black.
The red slim creature slithered across the room, completely avoiding the gaze of the SHIELD agents. The little symbiot then slithered up the wall and then oozed into and air conditioning vent. The alien slim then flowed the vents until it finally surfaced on the streets of New York.
But the little red symbiot didn't make it far as it was suddenly run over by a police van. The symbiot stuck to the wheel like gum, until it was able to move onto the mudflap. The red alien slime then oozed across the side of the moving van until it came across the open window. The ooze then slithered inside, just as the occupant of the holding cell of the van started to cackle wildly. The maniacal laugh echoed through the streets as the police Van continued on it course. Transporting its psychotic occupant.
Sorry for the long update. But consider this my Christmas gift to you.
Alot of things happened in this chapter that will set up what ive got planned for the future for all of you to enjoy. Also I've been getting alot of messages asking me to write faster. Let me tell you something, My life does not revolve around Fanfictions. I have my own life to live and I cant spend every hour of every day writing. I will Update when I Update, and you will just have to be patient with me.
Like always. If you have a suggestion or idea, please PM me and Ill listen.
Until next time, CaptainRex75 out.