Thump something hit her in the back and the small pull got her towards the bed. A smile moved across her face as she turned her body to face him. Her bottom lip curled under as she bit it, her cheeks refusing to calm down from seeing Peter without a shirt on. Her heart pounded in her chest as she took the spot on the bed next to him. "Oh I can understand that standing will be a pain for you, literally. Do you want to sleep sitting up or will you be okay to lay down?" Her hand slowly traveled up his arm; her head was pounding, her heart was racing and she was still shaking a bit. Really?! Now she was the one that was nervous; as long as he didn't flex she'd be fine... Hopefully.

Peter shrugged when she asked the question, giving a smile, his heard pounding as her hand touched his arm. As he tried laying down, he went on his elbows, his arms flexing a bit as he did so. The pain was irritating, but he wanted to have Lexi laying down in his arms. He was able to lay down successfully. He looked up at Lexi with a smile, reaching out his hand slowly to her cheek. "I wanted to apologize..." He said quietly, looking at her. "I've not been the best boyfriend these past few days... It's all these things going on, with Harry and Spider-Man, and homework... You've been there for me for years, and especially now. And words can't describe how much that means to me. How much you mean to me..." Peter smiled. The world would be a very dark place if he didn't have Lexi Rogers in his life. "Now that i've proven I can lay down... the question now is can you?" Peter said with a small wink and smile.

Watching him move was painful for Lexi in two fashions. One being that she didn't like to see her Peter in pain. The other reason being that when he did move, his muscles tensed and flexed and she found her face returning to being beat red. What she would give for him to be healed so she could jump him and ravish him all night long but alas, he was injured. She couldn't blame Harry for hurting Spider-Man, in moments of stress people do crazy things. But now as his friends, she and Peter are going to have to listen to Harry bad mouth Spider-Man and not breathe a single word about it. Considering how defensive she was of Spider-Man prior to the knowledge that it was Peter; there's no telling how defensive she'll get.

As soon as his hand touched her bowling red cheek she leaned her face into it. A small smile curling across her soft pink lips as she stared down at him with her big blue eyes. "You have nothing to apologize about my sweet Peter. I knew what I was getting into when I found out who you were. I appreciate that you don't turn to the mop for your needs. But you're lucky I'm studying to be a nurse." She gave a small nod before laying on the queen size bed next to him. Her arm draped gently across his chest while her other tucked under her. Her head rested against his chest, that pleasurable sound of his heart beating was relaxing but he feel of his skin against hers was very attractive. Her face was still burning red and for once in her life; she was the nervous one.

"I told you I have no intention to ever going back to that mop." He said with a laugh, wrapping his bare arms around her body, ignoring the pain from his side. He kissed the top of her raven haired head. she saw her red face again and laughed softly. "I have never seen you like this... its usually me that's red to the face..." He said quietly against her head. He gave out a yawn, his arms and chest flexing from the long intake of air, and guessing that she enjoyed the feel of his muscles... girls did, right? He was new at this boyfriend thing. "You know... a benefit of being Spider-Man besides the muscles is the healing factor... So don't be afraid to get close." He said with a smile, using one of his hands to lift her chin up gently. He pressed his lips to hers. Each kiss was like the first time. Intoxicating, electrifying, and leaving him wanting more of her lips. His troubles of Spider-Man soon left his mind, and nothing but Lexi was there.

She could hear him laughing at her and her whole face turned beat red and as he yawned his muscles flexed under her. Her hand slowly traveled along his chest, feeling how intense his muscles got when he yawned and traveled downwards tracings his ab muscles that flexed when he did. Oh this boy, this boy would be the death of her in one way or another, she could feel that in her bones; especially if she couldn’t get her face to calm down, it might just melt against him right then and there. Her hand and finger tips slowly traced back up, her hand had begun to shake about half way down and she couldn’t help but feel nervous and shy all at the same time. Funny how big of a switch this was.

As he turned Lexi’s head to look up at her, her deep blue eyes watched him closely as he pressed his lips against hers. Pulling back she smiled and shimmied her way up so that she was level with him. Leaning over him, she placed her hand gently against his face, her thumb running gently along his cheek bone as a smile moved across her face. “There’s no benefit that Spider-Man could bring that could stop me from treasuring every moment of you being you Peter. I’ve loved you for a long time, before and after Spider-Man and that will always be true.” With that she leaned down, gently placing her lips back against his.

Peter loved the feeling of her leaning on him, her lips touching his, and her fingertips playing with his body. God he would do anything to be in this exact spot for the rest of his life. His head leaned forward a bit, craving more of her lips, kissing her with more and more passion. "You know, I think you wear my stuff much better than me.." he said against her lips, tugging at the shirt she was wearing. "And its pretty sexy..."He gently pulled her closer to him, not caring about his cut anymore.

---

"I have it."

Harry Osborne held the knife, still covered in the blood of Spider-Man. Norman Osborne stood in front of his son, staring at the knife. "He was at the house?" He asked. Harry nodded. "He said he wouldn't help me... but i managed to cut him. I have blood we can use!" Norman walked over to his desk in his office, taking out a small vial. He took the knife, letting the blood drip in to it. "We can give it to Doctor Octavius..." he looked up. "It will take a bit of time for him to add it in to the serum..." Norman said, but giving a smile and nod. "It is good you took initiative... You will be healed soon..." Norman said.

Harry only nodded, staring at the knife... He knew that Spider-Man would only help those who wanted. Not anyone in need... and he hated him for it.

As you can imagine, she was rather surprised when he called her in his shirt sexy. “Well, maybe you should come over more often in the mists of the evening. But you don’t always have to come injured. I’ll feel just as useful without having to bandage you up okay?” She said teasingly as her hands trailed through his hair. It was her first time in bed with a guy and it was the only guy she had ever wanted to be with. Her beloved Peter Parker, the man of her dreams and Spider-Man, her deep school-girl style crush. How could one get any luckier?

---

The next morning was painful one. Probably not some much for Peter as it was for Lexi, the Saturday morning didn’t really feel like ‘morning’ because her and Peter went to bed about three hours before her alarm went off. Thank god she didn’t have any plans for Saturday. Her body ached as she rolled over, her bare body finding Peter’s and her arm wrapped around him, hand resting against his chest feeling his heartbeat. Even waking up early was worth it because she would get to see him off, knowing full well he would probably return later in the day as Peter or she’d meet up with him somewhere for lunch but she wanted to at least say good bye, especially after the night they had shared together. It was their first, and she did not wish it to be their last.

After giving it a bit of just holding herself against his back she rolled over, pulling her arm off of him to smack her alarm clock in disapproval of it beeping. How dare it ruin her time holding Peter! Stupid clock. Rolling back over she gave her man a small shake in an attempt to wake him up, “Good morning.” She said softly as he began to stir. “Do you feel okay? How’s the cut?” Though she couldn’t relate to the pain of his cut she could feel pain in the lower half of her body from the night’s adventure and as long as she took out her garbage, her parents would never notice the little plastic wrappers thrown on top.

Peter was in love. Truly. He loved Lexi Rogers, and would scream it to the world if he had to. She was perfect, and didn't want to take advantage of her. So last night was not that. It just happened. And it was amazing. Peter was exhausted from swinging around New York, being sliced, and spending a passionate night with Lexi. It was his first time... He was lucky for it to have been Lexi. Peter woke to a light sake to his naked body, and feeling Lexi's pressed up to his. He groggily opened his eyes, and looked at her, giving a soft smile. He stretched his arms, and then remembered the fresh stitches he had. He winced a bit, but put an arm around Lexi. "Morning..." He replied, closing his eyes again and kissing her forehead. "The cut is fine.... and I feel great..." He said with another smile, he looked at her, putting a hand softly on her cheek. "How are you?" He asked. He really didn't want to leave... but he also really didn't want Mr. and Mrs. Rogers to walk in to a Naked Peter and Lexi holding each other... But it wouldn't hurt to stay for a bit longer...

There’s nothing better than having the first time be with the man you truly love. Lexi could picture her whole life with Peter and there’s no better way to express such an emotion than the way she did last night with him. Her hand gently stroked his chest in a loving and caring manner as she let out a small sigh when he said he felt great, a smile curling her full lips as she looked up at him. “I’m a little sore but that happens with a girl’s first time. But it’s a very good sore.” She said in a reassuring manner, the last thing she wanted was for him to worry about it. Though she would be walking funny today and have some trouble sitting but she could muscle through it; it was worth it.

As if on cue, her phone rang and she let out a long groan of disappointment. After the third time the muscle played through she rolled out of Peter’s arms and grabbed her phone. It was Harry. She eyed Peter before looking back at the phone and answered it. “Hello? Good morning Harry. Oh yes I slept the best I have ever have in my life.” She said giving Peter a cheeky grin as she kept a free hand on him, as if she let go he might fly away. “No I haven’t heard from Peter, why? I don’t know where he is, I don’t have a tracker on him I’m his girlfriend not his owner. Come over?” She eyed Peter before speaking into the phone. “Can you give me about twenty minutes? Oh you’re near his house. Okay than you should be fine by the time you get here. Why? Something to tell me, well that’s not enough to go on. Fine fine fine, I’ll see you when you get here. Bye.”

A groan left her as she pressed the hung up button and turned her head to look up at her boyfriend. What a lovely way to ruin such a wonderful morning. “So if you swing home and change I’ll call you. Then you can come over… again.” She said sheepishly. Though she didn’t like the idea of Peter being in the same room with the man who injured him, they had to play it off like he wasn’t Spider-Man. “Do you have enough time to get home before he’d get here?” Maybe swinging was a lot quicker than driving.

Peter loved the feel of her hand on his chest, traveling across it as he closed his eyes, keeping her bare body close to his. Her phone kept ringing, which he wasn't surprised about. It was what usually happened. Then she let out a moan of annoyance. Peter would have done the same thing, but he just gently rubbed Lexi's bare back until the third time. She reached for the phone. Peter watched her bare, perfect body talk on the phone, and smiling wide whens he said she had the best sleep of her life. He leaned forward, kissing her bare skin softly as she talked. Of course it was Harry. it didn't surprise him one bit. He didn't stop until she said that he wanted to come over. When she hung up he looked at her, and when asked if he could come over again he nodded. "Sounds like a plan..." He said quietly. Then at her question he gave a small grin. "Yeah, I can... There aren't any traffic laws up in the sky yet. I can get home and back quicker than Harry can get over...

He climbed out of bed, looking around for his underwear, and Spidey suit. He didn't want to leave her now to come back in a completely awkward situation. He put on his attire, his cut was throbbing with a small pain, and the cut was still in the suit. He could easily take care of that though. He walked over to Lexi's naked self still in bed, and gave her one last passionate kiss, trying to take a while, but not wanting to waste time either. He pulled back and gave her a wink, and smile, biting his bottom lip this time before pulling the mask over his face.

"I'll be back... " He trailed off, looking back at her when he was at the window. God he would do anything to be back in that bed. He opened the window, and shot a web in the air, and then zipped off towards the Parker residence.

---

It was easy to say that he slept over at Harry's but harder to think of an excuse when she said that Harry was just here looking for him. He managed to say that he got caught up with the scientific stuff in the house, and that Harry didn't check everywhere. Once changing in to a dark blue v-neck, a hoodie, jeans, and his sneakers, he was off again, saying he was going to see Lexi... He hated lying to Aunt May, but it was for the best. When he could he used his web shooters to go faster, but he just sprinted the whole way. He was much much faster now that he was Spider-Man. And the traffic was terrible this Saturday morning. He made it to the front porch of the Rogers Residence, and knocked, panting only slightly after running quite a bit.

It was sad to see him go, but she didn’t mind the view before and after he got dressed to leave. The kiss after he got dressed was passionate and nice and she finally understood what he meant by her driving him crazy when she bit her lip because she felt the same way when he did it to her. She watched him leave the window and let out a long sigh. That was amazing. The raven haired girl climbed out of bed and pulled on her robe before walking down the hallway and showering to get ready for the day.

At the end of the shower she went into her room and changed into a pair of denim shorts and a black shirt with black flip flops. She pulled her hair back into a pony tail before grabbing her garage and tying off the garbage and starting down stairs. Stopping in the kitchen she started a pot of coffee, to her surprise her parents weren’t up yet but she didn’t care. It was more time for her to relax. Sighing softly she turned around and heading towards the front door, only to pull it open to see Peter there. A small gasp left her in surprise as she put her free hand on her chest. “Wow you really are fast.” She said with a nod and a grin. “Go on in, I got a pot of coffee going, I didn’t sleep much last night but what I did it was the best sleep I’ve ever had.” She said with a wink as she leaned up kissing his lips softly before sliding past him, the smell of the vanilla perfume filling the small space between them as she walked past him, moving her hips playfully as she did so. Though for anyone who knows how she normally walked would notice that she was walking slightly funny.

Starting back to the house she stopped hearing a honk, turning around she saw that Harry had just pulled up and was getting out of his car. Lexi waved to him with a smile, “Hi Harry come on in, Peter got my text and just got here. Is everything okay?”

“Do I have a story for the two of you!” Harry said, half excited half pissed as he shut the door.

Lexi hurried inside before Harry could get inside, finding Peter in the kitchen. “Harry just pulled up, I told him that I texted you and you just got here. Do you want some coffee?” She asked softly as she reached for a cup for herself and started to reach for one for him.

Peter smiled as she opened the door, kissed her back when she leaned up to kiss him, and watched her move her hips in a very teasing manner... God he wished he was still in bed with her... How did he get so lucky? He made his way in to her large kitchen... It always amazed him how big houses can get... Peter and Aunt May got along just find in their small little cozy house. He then heard the door open again, and Harry's voice sounding very annoyed, yet excited... He ran a hand through his hair, wanting to sleep and not listen to Harry's rant. His side now hurt more and more, his head ached, as well as his lower section now...

Lexi walked in, and Peter shook his head. "Nah... can't stand the stuff..." He said quietly with a smile, just before Harry burst in. "Did you talk to him?" Harry asked Peter, staring at him. "Spider-Man came to me yesterday, and started saying how he couldn't help me- He didn't want to help save my life!" Harry said, with a crazy smile on his face, his voice with a tone as if he couldn't believe it. "He sounded so much like you, Pete... Kept talking about how it could kill me... What does he know? Heroes are supposed to help someone, no matter what the cost!" Harry exclaimed, slamming his fist on the table.

Peter stood there staring at the counter, his rage starting to boil. It was as if he thought Spider-Man wanted him to die! As if he didn't care that he was dying, and that it didn't crush him knowing that he was being accused of betraying someone he was trying so hard to protect! His didn't know where Lexi was in the room. He didn't know if she was angry, sitting there awkwardly, or pretending to pour coffee. "Even if the cost is making the people he's trying to save die a much more painful death?" Peter asked, still staring at the table, giving a small laugh, mostly out of anger.

"What?" Harry asked quietly, as if he was surprised to hear anything besides "You're right Harry! Spider-Man is terrible!"

"Harry, you don't understand. You really should pay more attention in class-"

"If we talked about how to save an innocent person's life in class, i would!"

"having your blood cells eat away at each other will be the worst pain you could imagine...You will start to lose your balance, vomit, have the feeling of your whole body falling asleep!"

"You don't get it! Its the only chance I got! and Spider-Man--"

"He's trying to help you! He wants to help find some sort of solution to guarantee your safety!"

Harry shook his head. "You're so naive, Pete! Ever since we were kids! Always thinking that there's some sort of better solution, always getting your butt kicked because you weren't man enough to stand up for yourself!"

Peter looked up, his face angry. "Weren't man enough? So laughing at Flash pushing kids in to lockers or stealing their food makes you a man? Looking the other way while a kid is getting his face shoved in a toilet? Treating Lexi like shit during your guys' first dance?! Having your father pay for everything because you don't know what its like to actually work for someth--"

Harry charged at Peter, swinging a fist. Peter easily dodged and pushed him backwards, his anger making the push a bit too hard. He flew across the kitchen, hitting the shelf. Harry stumbled up, staring at Peter. At the moment Harry wasn't serious about what he said. He was angry, felt betrayed, but most of all, scared that he was dying, his best friend had more secrets than him, and Lexi didn't seem to be taking Harry's side either.

"At least I'm not the freak no one likes." Harry said harshly.

"You're the jackass everyone has to tolerate." Peter said quietly, staring right back at his best friend... His words hit him hard. He always knew he wasn't normal, or strong, or cool... but at least he had Harry and Lexi... If Harry thought that about Peter, what did Lexi think?

Harry kept staring at Peter, then realized that something dark was covering Peter's shirt.... blood.. on his side... Harry's eyes widened, then narrowed in anger. He finally realized. He took off out of the house. Peter didn't bother chasing after him.

As the boys bantered, Lexi kept to her coffee, taking her time adding in her creamer and sugar while stirring the contents. Her heart hurt hearing that Harry put all his eggs in the Spider-Man will help me basket but his lack of knowledge was something that could easily get him killed. She kept herself quiet, feeling like Peter would be the only person that Harry might listen to so she kept her mouth shut that was until Harry made the comment that Peter wasn’t a man. Her small fist slammed down the countertop to express her dislike of the comment.

Though she was happy to hear that Peter was standing up for himself, she turned around to see Harry charging at Peter swing a fist at him. She was about to jump forward and try to do something about it but Peter gave Harry quite good shove and she watched Harry fly across the room and smack against the shelf. Her eyes were wide but then they narrowed at Harry, as far as she was concerned, he deserved that he got. But when she saw his look, her attention moved to Peter to see that his scar had reopened and was bleeding out of his shirt and when Harry took off out of the house, Lexi went to Peter.

There was a massive amount of silence between the two as she pulled him to her room and gathered up the stuff to redress his wound. “Peter…” She began softly as she undid his bandage, “Harry’s wrong about you. You’re not a freak, and you’re more of a man than anyone I know. You’ve been through a lot while being so young and came out so strong. But you know that if you need to be weak I’ll be here for you. And we’re almost done with high school. College is completely different.” She said with a nod as she sewed up the patch again, though it was healing really well. “You’ll get into the best college ever, study science and make a huge difference in the world.” A smile moved across her full lips as she finished up the sewing and placed a new bandage over the cut. “Peter Parker, the first guy to make a cure for the common cold, fix mental disorders and,” Her hand brushed gently against his cheek. “Because you’re my Peter Parker, you could bring people back from the dead.” She gave him a tender kiss not sure if her words would mean anything but he was fighting with a lot of emotions and all she could do was try to be positive and helpful.

Peter wasn’t very up for hanging out which she understood since it was an awkward day which started well but mid-day was bad thanks to Harry. She knew that Peter probably would want to seek some way to get out aggression so when he left she gave him a good kiss good bye and told him to be careful; call it a hunch but she had a good idea that Peter would be out battling bad guys.

The night rolled around, Lexi had fallen asleep in her bed reading a book, her bottom half in jeans and her top half in the same black t-shirt as before. Her black hair still pulled back into a pony tail and her feet in a pair of converse. It was a peace night around 11:30pm, her birthday was tomorrow but she didn’t care, she just wished that Peter was back with her. Her small body rolled facing away from the window, unable to see a large black figure fold itself into the room. The shadow covered Lexi’s body and she started to turn over, her eyes opening to see a black figure over her, her first thought was that it was Peter but when her eyes focused she saw the build was a lot bigger and the figure looked like a black version of Peter’s Spider-Man Costume. She opened her mouth to let out a scream but a large hand covered her mouth as the creature opened its mouth and stuck out a long tongue which gently licked her face. There was something in the creature’s hand that was covering her mouth and nose. The scent was chloroform and in a moment, Lexi was knocked out.

Who was she kidding? Peter was a freak. He was always the kid with no parents. The kid who seemed to grow in height but never in weight. The kid who would rather measure the velocity of a football throw instead of actually play it. And now he was a man who had to think about not sticking to everything he touched, had super strength, and speed, and can easily beat up anyone in his way. He stared at the wall while she tended to his wounds, her words were nice, and sweet, and he should have been so grateful for Lexi, but right now he couldn't help but feel like the the loser he was before he got powers. Before he had Lexi... A scared, angry, confused kid.

His mind was cleared as soon as Lexi went up to kiss him... He didn't know if he would do any of what Lexi said, but her hope gave him some...God, he loved this woman... but he refused to be around her when he was so angry. His anger hurt Harry. It crippled the Archer kid... It's what lead Uncle Ben to his death. He left her house, giving a meaningful hug and kiss, letting her know that although he was angry, he still appreciated everything she did for him. And then he was off.

He stitched up his suit, and then went swinging, although not for long. The scar was still fresh and hurting. So he spent most of the day sitting and watching traffic, hoping that his healing blood will patch this up quick...

---

"Launch the serum!"

"Mister Osborne, this is literally the very first prototype! It cannot be used on human test subjects!"

"I don't give a damn, Octavius! Get me hooked up! We have the blood!"

Doctor Otto Octavius was terrified. Harry Osborne was furiously throwing things around his--well, his father's lab... But he spent the whole day working with the blood sample he obtained. Although it wasn't perfect, he made the blood a bit less deadly, or so he assumed. Again, he hasn't tested it yet. The doctor hurried over to the small refrigerator, taking out a small case of pure black liquid. Venom.

Harry climbed in to a medical bed, and the metal restraints instantly went around his bare arms, chest, and his covered waist, and legs. His head was the last to be sealed. "Mister Osborne, this really isn't safe...! It might kill yo--"

"SHUT UP!" Harry screamed. He was sick and tired of people telling him that. He was already dying. Doctor Octavius didn't have room to argue... God help him. He walked over to the small machine next to the bed, placing the black vial in to the container, and then stared at the activate button. "Press the god damn button, Doctor." Harry spoke softly, but that made it even more terrifying.

"God help him.... and me..." Doctor Octavius said under his breath, and pressed the button.

The screams coming from Harry Osborne were nothing like the Doctor has heard. He stared wide eyed as the boy shook, fighting against his restraints... Then his veins turned black. All of them, Harry screamed even louder... Then a black liquid started to come from his mouth... no, it wasn't a liquid... but it wasn't solid either.... What the hell did the Doctor create?" He rushed back to the machine, trying to stop it desperately, guilt washing over him like a hurricane.

"NO!" A sinister voice screamed at Octavius. It sounded like Harry's, but another voice joined his. It was mutilated, raspy, a high pitch, yet also trying to match Harry's. The doctor froze in his tracks for a bit, but then shook his head. He had to save him!

Doctor Octavius was then grabbed by the throat, but not by a hand. It was the solid liquid, black ooze that came from his mouth, but it was now coming from his hand. He was thrown backwards, crashing in to a glass shelf. He heard metal breaking and creaking, and with his half conscious eyes, he saw Harry Osborne covered in that ooze, it taking shape and form around him, like tentacles trying to find its place on his body. Doctor Octavius fainted.

Harry Osborne heard a whisper in his head. "Peter is Spider-Man... He wanted you dead... We will kill him.. we shall take your girl... We will be the new hero."[i] Harry's mind agreed with the voice. He idolized Spider-Man, even when he was away... he felt strong, fast, and so incredibly powerful...! Oh yes, He felt like the web crawler himself! And as if the ooze read his mind, it started to form around his body, covering his mouth. Harry stumbled backwards, but tentacles stopped him from doing so. Soon enough he was covered in black, with a white spider-Man icon on his front and back, where his eyes would be were white eye masks... and the ooze formed razor sharp teeth, and a very long and skinny tongue.

The ooze wanted the same thing as Harry... No, it wasn't an ooze... It was Venom.. He wanted the death of Spider-Man... and what better way than to kill him with his own medicine? [i]"How will we get him to come?" the disturbing voice said out loud. "Start killing innocents... he will come." the same voice replied. Harry shook his head. "No... It must be personal... I will take her. I will show her how weak he is, both Spider-Man and Peter... Like he always was."

They both agreed. "And the doctor?" They glanced at the knocked out body. "Leave him. He did nothing, but give me this power..."

And with that, Venom shot a web out of its arm, just like a web. He zipped for the door, his destination to be Lexi Rogers' house.

---

Peter got home late that night. His scar was healing up after the whole day trying to help cure it. He could now twist and move freely, but too much will have to split again. Aunt May fell asleep on the couch... probably staying up for him. Peter sighed... He was giving Lexi and her a heart attack... He was treating them poorly lately... He grabbed a blanket, and wrapped it around the old woman, kissing her cheek softly. A small smile appeared on her lips... Was he thinking of Peter, or Uncle Ben? He had a feeling his Uncle would do something like that...

He turned off the TV, and made his way upstairs, taking out his phone to call Lexi and apologize... He opened his door, and stared in horror. Black ooze was everywhere, as if it was a black version of his web. It splattered all over the pictures of him and Lexi, and his Uncle... Even the recent one of Lexi and Peter kissing... He walked in, terrified... What the hell was this?!

"Hello Peter." Came a voice through the phone. It sent chills through Peter's spine. "H-Harry...?" Peter asked. The reply was a chuckle. A very weird and sinister one. "Smart man, Pete... but never one ready for a fight, though..."

"What... how did you.... Where is Lexi?" Peter asked angrily, no longer afraid. "With me. Where she belongs... And where she shall see who you really are. How will she feel when she knows that you kept a secret from her? And when she knows that I am the better man... and will prove it... Will you fight, Pete?" The cruel new voice of Harry asked with cheerfulness.

"Where are you?" He said, his voice breaking... Lexi was yet again in danger. All because of him.

"Oh you will find me soon enough... Just listen to the screams of the people... Spider-Man always helps, doesn't he?" The line went dead.

It’s a horrifying dream when something so dark and evil stands over you, the shadow it causes darker then the sky with no moon. The darkness seemed to travel as Lexi’s body rocked in and out of consciousness, sometimes she get hit by a light before she opened her eyes and pass back out against whatever figure was holding her. What was going on? Why was Lexi being taken?! Who would know that she was important to Spider-Man?! Even her status in society wouldn’t be enough to get her kidnapped. There were so many other rich kids around New York City the the daughter of a lawyer shouldn’t be on that list. That would make the only reason for Lexi Rogers to get kidnapped would be her connection to Spider-Man but… how would anyone know?

Her head was spinning and pounding. A small groan left her as she came out of her forced sleep. Her body ached, it felt as though she was crushed by a bulldozer and her blue eyes opened slowly to make out a large black figure in front of her, the same figure that she had seen over her bed. Her body jerked into the fight or flight motion only to find out that she was tied to one of the large poles sticking up from the Willis Tower in downtown New York City. Looking down, she was more scared about what was tying her down then the fact that she actually was. There were black pieces of… something, wrapped around her waist pinning her arms around her side as she stood straight up and down. “What the…”

THUMP! Something landed directly in front of her, her blue gaze slowly turned upward to see a large black figure with a giant white spider on its chest that landed a couple feet from her. The figure stared at her and started towards her, walking slowly. Her whole body was trembling as her eyes started to water. This guy was even scarier than the way Rick turned out, and the thing licked her; which really did qualify as weird.

“Don’t cry, it’s okay.” The voice that left the figure sounded like it was trying to be soft and comforting, though it had a sharpness to it that didn’t make anything more comfortable. As the figure made it to Lexi, the clawed hand reached out and gently stroked her face as the mask pulled back revealing the face.

Lexi had closed her eyes and turned her head away from him in fear but when she heard something moving her curiosity got the best of her and she opened her eyes to see Harry’s face behind the mask; though the difference in his face showed, something had gotten into him and the fangs were the first dead giveaway as he attempted to give her a soft smile. “Hhhh… harry…?” She said, her voice stammering in a panic as she stared up at him in shock.

“Sssshhhh… Sssshhh, ssssshhh,” Harry said as he stared down at Lexi, his clawed black hand gently stroking his cheek. “It’s okay, just relax.”

Before she could even respond her phone rang, a love song echoed throughout the building before Harry took the phone from her pocket and his expression moved to one of anger seeing that it was Peter’s name. Of course she’d have something cute and romantic; he is her boyfriend after all. During the conversation that Harry decided to have with Peter she stayed quiet until the very last second she could, the pause in his voice between People and Spider-Man she yelled as loud as she could “WILLIS TOWER!”

The last words held on to him. "Spider-Man always helps, doesn't he?"

It was his fault. His best friend was crazy. He stole Lexi. and now he's going to kill innocent lives all because of Peter Parker... But as always, there was hope. "WILLIS TOWER!" he heard the familiar voice scream. It was so amazing to hear her voice... But that guilt still ate at him. No. Not now. Not when she needs you, and the rest of the city. He had no idea what Harry had become, but his voice was spine chilling and terrifying. But Peter always had a nasty habit of standing up to terrifying people when others wouldn't. He made sure his stitchings were secure (It seemed that the skin was finally connecting, and very slowly starting to form a scar thanks to Lexi's skill and Peter's health factor), and then dawned his suit.

He ran down the stairs, looking at Aunt May... He walked over to her, and gave her another soft kiss to her cheek... He didn't want to think it, but if he were to die... He would like to give that as his goodbye. Spider-Man ran out the door, and zipped towards Willis Tower.

---

You could hear the breeze from this height, the distant sound of Venom moving. It was a solid, yet squishing sound. He used spider-like legs to crawl, the legs coming out of his back. He watched the skyline, then below. "So many people Spider-Man could save... but like me, he won't be able to. He doesn't care about them. Only the attention." Harry said viciously. He heard Lexi give a small whimper, clearly still not used to seeing the Venom serum... and if Harry had his senses, he would have been disgusted too. He crawled over to her, the black ooze forming away from his hand, and face, returning to normal, but Harry's eyes were much more of a poison green. "It's alright, Lex... I got ya, it's all alright. I'm so much better now! and soon I will be able to get rid of what is in between us with just one confrontation... but I don't want to spoil the surprise..."

The ooze formed back in to the terrifying form of Spider-Man. It grinned evilly, ripping a piece of the metal reinforcement, and then biting it, creating a razor sharp point. He then took aim at a large crane used to create skyscrapers, holding up a very large beam of metal. Down below was a busy street. It was a Saturday night after all. He chuckled a bit.

"Let it begin...."

He launched the piece of metal with supreme accuracy... but Venom let out a scream when he saw it grabbed by a blue and red blur.

---

Peter was there just in time. He sling shotted himself when he felt his spidey-senses tingling. Everything went in to slow motion. He saw the pole speeding for the crane cable, and Peter plucked it out of the sky, doing a front flip while doing so, using his momentum to swing around a flag pole, then using that force and speed to send it up right for Venom, knowing for a fact he wouldn't hit Lexi. He also knew that Harry wouldn't allow it. A tendril caught the pole, and snapped it in half, giving a low, hateful growl. Peter had never seen such a horrifying creature...

"So he appears..."

"yeah. You could also scream 'free blue and red spandex and I would come just as fast." Peter screamed. He half hated himself for trying to lighten the mood, but also knew that he had to find something to distract him as he bought time to look around and get Lexi as far away and safe as possible.

"Always the funny man with you... but nothing else... but I'm surprised. Honestly. I never would have thought the man i HAD admired would be my pathetic best friend..." The creature grinned again, his razor sharp teeth shining. He didn't know that Lexi already knew who Spider-Man was, so he was expecting to see a face of shock when he said that. Peter took that moment to attack. he leapt off his flag pole, and towards Venom. He was about to punch him when a tendril leaped out of nowhere and grabbed him by the neck.

Venom turned back to Peter, giving a very sinister and terrifying laugh. "The venom serum mixed with your blood made me like you... but better. reflexes, strength, web..." He swung a rainbow arch, and Peter landed hard on the rooftop, Venom laughing. [i]"No jokes, Pete? Come on! there has to be some in you!" Another swing, but this time, Peter hit the side of a building. He was half dazed from being hit so hard, but in the middle of his fall he was caught by Venom. He stuck out his hands so Peter would hit the other wall first, and all the weight of Venom crashing in to him as well.

"Ooooohhh... It feels great to swing around... But even better to destroy your enemies... Did you ever find his killer? The man who killed your poor, pathetic Uncle?"

"Don't you dare talk about my Uncle--" A clawed hand grabbed his skill, crashing it in to the building again. "You probably let him go. Always always ALWAYS trying to see the good in people! WEAK!"

Peter was thrown again, but this time, Peter shot out a web, swinging around in a circle to come back. The insult of his Uncle giving him enough strength and fury to do something. Venom was fast, but Spider-Man's spidey senses were still something to trust. He dodged a tendril, shooting it with a web and wrapping it around Venom's neck, then he started to fall, the web still connected to Venom. But his teeth were much sharper. They were now both falling, both throwing and swinging punches. Peter had the most difficult time, since it seemed that no amount of web in Venom's face stopped his accuracy, he had much more fists thanks to the ooze, and Harry's figure with the ooze around him made him a much stronger person.

Peter only hoped that Lexi had escaped and was going somewhere safe, as the city of New York found their battle interesting now.

The arrival of her dear Spider-Man was relieving and worrying at the same time. The two men could really hurt themselves fighting. They both had the strength and skill in order to make things crazy; although Lexi couldn’t help but laugh at his comment. Typical Peter, how she didn’t see it before was beyond her… well, she was probably distracted by how surprisingly good he looked in red and blue spandex but that’s beside the point. The point is he was here.

Upon the comment being man Spider-Man/Peter about being pathetic made Lexi’s muscles tense, which just caused the tendril around her to tighten against her force to get out. Her small body lost some breath and she let out a small uncontrollable whimper of pain as it did so. She hated hearing Harry talk bad about Peter. He was a good man and he didn’t deserve the comments He was making. As the battle began, the tendril soon loosened and ran to help the other massive glob of black goo leaving her free.

Lexi had never ran so fast down her stairs in her life as she did to try to get away from the scene. It was as if she could hear Peter in her head, “I don’t want you to get hurt because of me.” She couldn’t stick around; she would just end up getting in the way. Her body nearly jumped steps as she continued down the stairwell and by the second floor from the bottom, she looked to her left out a window to see Spider-Man and Venom wrestling in the air throwing punches and falling towards the ground. Her body jumped back into action, the fight or flight moment kicking in as she ran the rest of the way down the stairs and out the building. When chaos happens in New York City, robbers use that as an excuse to break into buildings and steal objects and what type of building does Lexi happen to pass as she made her way towards the explosion that was the men landed on the pavement, she passed a movie themed stop that had been broken into. Her feet pulled to a halt as she saw a device on the ground. She gave a shrug, picked it up and continued on her run.

Spider-Man had landed on the ground and Venom had thrown his complete weight on top of the smaller framed hero. Venom leaned over the body of his friend and inspiration who turned out to be a failure to him. But now it didn’t matter. He was more powerful. “Stupid Pete. I don’t know what made you think you could protect the city and get the girl. YOU’RE WEAK!” Venom raised his right clawed black hand and was about to slam it down when something wrapped around his wrist. As he turned to look he found a sudden force pulling him backwards and it was enough to catch him off guard and stumble. Piss off, he turned and roared in the direction of the wrapping only to see Lexi standing fearless about five feet away, the end of a long whip in her hand.

“HARRY STOP THIS AT ONCE!” She demanded as she pulled again on the whip. This time Venom didn’t stumble but she had his attention. “Don’t you DARE call him weak! Showing compassion is not weakness. Finding the good in people is not a fault and wanting to help others when it’s logical and not going to cost them their lives makes him a hero!”

Forgetting about Spider-Man, Venom climbed off of him and slithered his way over to her, the tendrils holding him up off the ground as his body hovered over the raven haired girl as she pulled the whip back to her. She looked like a female version of Indiana Jones with the way she used it. “HE WOULD RATHER LET ME DIE!” Venom shouted at her, the vial thing shouted so loudly that it blew her down hair back in such a force of wind it nearly stuck straight out behind her.

“THE ODDS WERE NOT IN YOUR FAVOR TO LIVE!” Lexi shouted back showing no fear when she really was shaking inside. Her only goal right now was to buy Peter some recovery time. He could only last so long. Maybe by the time Peter would get his strength back, the SWAT time would be here and they could get Harry under control. “If this hadn’t worked you would have died within days of the injection! That was not a risk he was willing to take. Genetic engineering is very tricky! It’s something that can’t be messed with. It’s something that can’t be taken lightly. You could have died. Neither Peter nor I wanted that for you Harry. Please understand that! But now that it’s worked, if you can just take things slow, learn to understand what you’re going through you can help protect the city like you want. Peter could train you I’m sure. Please, stop this violence, it’s not needed.” Thank god the people had ran from the area around them and no one heard Peter’s name being mentioned.

Venom’s face seemed to soften during her talk. It was as if she was getting through to the Harry under everything that was this black glob of… whatever. He seemed to understand, his motions seemed to soften as he stared at her with those white eyes over the masked face. Then, without warning, he erupted. A tendril reached out and grabbed Lexi causing her to yelp in pain as it wrapped around her waist and brought her to his face, his mouth opening and yelling at her, her hair flying backwards and her face covered in spit. “YOU KNEW WHO SPIDER-MAN WAS THE WHOLE TIME AND YOU DIDN’T TELL ME?!” With that he threw her like she was a tissue off to the side. Lexi had enough time to react, throwing the whip she had found and thanks to the height he threw her she was able to wrap it around a light pole and slow down her momentum before it lose the distance and slipped from her grasp, her small body flying backwards at a lot slower speed and hitting the wooden wall of the nearby building. Her scream of pain at the impact drowned out by Venom’s yell. “I WILL KILL SPIDER-MAN AND THE GIRL AND THE CITY WILL BE MINE!”

The fall didn't go in his favor. His web was easily tossed aside, and the claws and teeth of his made very clean cuts on his suit and skin... And to top it all off he shot a web at the last second to reduce the speed of his fall, landing hard on the pavement. People gasped and moved back as Spider-Man and Venom hit. Venom leaned over him, his breath so foul and his face so absolutely terrifying... But Peter wasn't afraid of him. He was afraid of letting him run wild if he failed. Venom took Peter's skull in his massive claws of hands, and spoke the harsh words, squeezing harder and harder on his head. He closed his eyes behind the mask, wincing at the pain in his head, the cuts, and the cut on his side... Then he heard Lexi.

As she talked, the grip loosened and loosened. Then he let him go. Peter gasped, and rolled on his knees, his vision and hearing coming and going... Harry was strong... Whatever Doctor Octavius made him also made him very crazy, and strong... Kinda like how the Green Goblin was. His whole body ached much more than it did when he fought Rick..... He should just fall and die here. Everything Harry said about him was true...

Still on his knees he looked up, breathing heavily, his lower part of the mask ripped... He saw Venom standing in front of Lexi as she stood her ground, yelling at Harry, but he couldn't hear her. The sound of his heartbeat was much louder in his ears. He saw people of all ages staring at Venom with pure absolute terror. He saw couples holding each other, some calling the cops... And then he saw tears of those who stared at Peter...

Then he felt a tap on his shoulder. He came back to reality. He heard Venom screaming, Lexi screaming back, and police sirens. He turned to face the person who tapped him. It was James, the young boy who he saved from the fire weeks ago. He wore a Spider-Man shirt, and in his hands, a mask in his hands. "Put on the mask... It'll make you strong..." James said, holding out the Spider-Man mask. It was clearly factory made, a prop for kids... but it will do. Peter's smile flashed through the hole in the mask. He grabbed the mask, turned away from the crowd of people, and changed masks. He tossed James his old one. "Thanks... I feel stronger already..." Peter said with a nod. James nodded, then turned his attention to Venom.

Peter did as well, and his eyes widened in absolute horror. Lexi landed on the ground, Venom's words, and Peter's adrenaline made him tremble with fear and rage.

"NOOOOOOOOOO!!!!" Peter screamed, and rushed towards the black ooze. He leapt up, doing a flip over Venom, while in mid air, he shot webs at Venom's face, landed on his feet, and yanked harder than he had ever had downward, with a scream of fury. Venom's head cracked the pavement. Peter then pulled, and Venom flew across the street, landing in a building. People gasped and moved out of the way. There was a crowd of brave men and women around Lexi's body.

"LEX!" Peter screamed, sprinting towards her. He felt hot sticky blood running down his side under the suit, but he didn't care. But before he could reach the crowd, he was grabbed by the neck. "See what you do?! You kill! Your Uncle!" He swung Peter in to a wall. "Your girlfriend!" Another swing. "And your best friend..."

Peter gasped for air, no longer feeling dread, or pity on himself. He wasn't going to die. Not here. Not today. He grabbed for the nearest thing he could find. A metal pipe, and he sprinted toward Venom, his neck still grabbed by him. He tried to stab him in the chest, but he dodged. Harry laughed in the rugged voice, and throwing him again. "WEAK!" He screamed.

Peter was done being thrown around. He tried to stab the metal pipe in to the ground to stop him from sliding, it didn't go through, but there was a loud screeching noise as the metal pipe made contact with the metal grate.

The tentacle immediately let Peter go, Harry screamed in pain, and the black ooze seemed to be vibrating... Venom didn't like loud noises....

Peter stumbled up, still holding the pipe, he tore open grate, taking it in his hand, he banged the two pieces of metal together. Harry screamed louder... then he heard another noise join his. He turned to see James wearing his torn mask, banging two trash can lids together. Then more and more followed suit. The whole street erupted in loud bangs and crashes of metal. The ooze slipped off Harry Osborne, Harry no longer screaming, but falling down, unconscious... The black ooze tried to get back to Harry, but the noises refused that.

So the ooze went through the sewage grate. Peter lived to die another day...

Peter dropped the objects in his hand, and moved passed the now cheering crowd. He saw Lexi was now on her back, people still kneeling beside her. "Is-Is she--?" Peter stared to say. But a woman shook her head. "No, but she's terribly injured... She needs to get to the ER..."

Peter didn't hesitate. He gently picked up the unconscious body, then leapt up, and started to swing to the hospital, not caring about anything else. "Lex, I'm so sorry..." He said, still swinging. "I'll drop you off, and then come and see you immediately... I'm so so sorry..." He said desperately, not knowing if she could hear him or not. Spider-Man landed at the hospital, Lexi still in his arms as he explained to them what happened. She was taken in immediately. They offered to help Peter, but he refused, He didn't care about him right now.

He had to get to his backpack, and change so he can make sure she was alright....

SLAM!! Lexi’s back hit the wall and yelled out in pain as her body slowly dropped to the ground like a rain drop on a window before her body fell limp on the ground. Aside from the pain in her back, her body twitched as she attempted to move. Something had poked into her stomach, three holes. As she adjusted to her back which was throbbing with pain and she pulled up her tank top. The three holes were black, vain like things expanded out of the holes and she began to scream in pain.

Her vision blurred as a brave crowd ran to her asking questions. Head spinning, body pulsating but she still had the ability to hear. People were commenting about the black holes and how bad it looked, an expression on people’s faces said that the whole thing wasn’t good. A shiver moved through her as she looked up at the people, opening her mouth, she attempted to say something but her words were cut off by a scream of pain. The feeling was intense, like she was burning from the inside out but freezing at the same time. One final scream left her before her body went limp, she had fainted and her heartbeat began to slow down.

Regaining some consciousness, she found herself feeling slightly familiar feeling. A warm sensation of body heat against her, a pounding heart and a worried voice, the word sorry ringing in her ears; her mouth opened in his arms, she needed to tell him she was okay, she needed to communicate in some way shape or form. With all the strength she had gained from her sudden passing out she got out a single phrase. “I love you Peter…” Bam, she was gone again.

---

Her parents arrived shortly after Lexi was rushed into emergency care. Her father passed back and forth running his hands through his thick black hair. It was the first time in his life that he was ever crying but could you honestly blame the man? He could lose his only daughter. Her mother was unable to move, sitting and staring blankly at the nearby wall. Tears streaming down her face but she didn’t make a single noise as she cried. The disbelief of what was happening to her daughter was so overwhelmed she could barely speak.

A nurse soon came to greet them, waving the two to follow her as she turned and started back into the hospital. Angela stopped at the reception desk. “If a young man named Peter Parker comes looking for Lexi Rogers and her family please let him in.” Her voice was stern in the way that she would talk to a disobedient child and it scared the receptionist enough into nodding and agreeing with the woman’s request, even though Peter obviously wasn’t immediate family; an angry mom is the last thing someone wants to deal with.

Lexi’s small body lied in a bed, hooked up to many machines that were monitoring her pulse and vital signs. She looked as though she was sleeping but that still wasn’t a happy thought when the Rogers entered the room. Angela instantly took the seat next to her daughter and wrapped a hand around her daughter’s careful not to touch the IV that was inserted into her wrist. Mark, however, did not take the seat on the other side of bed, for he knew all too well that that’s where Peter would want to be if/when he showed up. So Mark stayed standing, a gentle hand on his wife’s shaking shoulder as tears ran down the parents’ eyes.

Shortly after Peter arrived, a Doctor came in and he did not look good. “I… uh…” He began, stammering over his words as three stared up at him. “I have never seen this before…” He finally got out as he flipped through the clipboard of information. “There’s something in her bloodstream. Almost injected, and it’s attacking her white blood cells and killing them.” The Doctor let out a long sigh, “If we can’t figure out what’s causing the attack and how to stop it, she’ll be dead in three days.” Lexi’s parents were at the Doctor demanding he give more answers then that and proceeded to follow the man out the door wanting to know more.

"I'm here to see Lexi Rogers." The hospital was busy. During the fight between Venom and Spider-Man, a lot of people weren't killed, but injured... One of them being Peter Parker's girlfriend. The receptionist at the front desk looked at him, then back at her computer. "Are you a family member of Miss Rogers?" She asked. Peter shook his head, impatiently tapping his fingers on the desk. "No, but I'm a very concerned boyfriend." That got her head back up again. "I saw her while she was being dragged in by Spider-Man... There's no way she is with you." She said. Peter raised his eyebrows. "Excuse me?" He asked, looking around. Two nurses popped in to the conversation after eavesdropping. "Yeah, raven haired girl? Small? Yeah... you don't look like her type--"

"But you aaarree kinda cute."

Peter was about to make a comment when he heard a familiar voice. "Peter!" He turned to see Lexi's father. "er, he's with us." He said, taking Peter's shoulder, looking at the receptionist. They were clearly shocked he was telling the truth. They made their way down the hall, and in to a small room. It broke Peter's heart to see this scene. Lexi's mother was sitting next to Lexi's resting body. She looked peaceful, but he knew that she probably didn't feel so good... He sat down next to Lexi's mother, no one saying anything. There weren't any words to say. Then the Doctor came in with the news. Peter's eyes teared up. It was his fault. Every single bit of it.

He had the responsibility to save this city... and he couldn't even save the person that meant the most to him... God, if only he had a lab, or someone to help him-- Peter's head raised up, turning to Lexi's Parents. "Doctor Octavius!" He screamed. Both parents looked up with surprise. "Who?" They asked.

"Doctor Otto Octavius! He is a famous scientist, who is familiar in biology! He's been working on a serum to help cure diseases." He left out the fact that it turned Harry in to that monster. "He can save her life!" Peter said. The parents didn't seem to argue. They knew Peter knew his stuff.