The last words held on to him. [i]"Spider-Man always helps, doesn't he?"[/i] 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. [i]"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."[/i] 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. [i]"Let it begin...."[/i] 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... [i]"So he appears..."[/i] "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. [i]"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..."[/i] 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. [i]"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!"[/i] 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. [i]"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?"[/i] "Don't you dare talk about my Uncle--" A clawed hand grabbed his skill, crashing it in to the building again. [i]"You probably let him go. Always always ALWAYS trying to see the good in people! WEAK!"[/i] 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.