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....