Disclaimer: I probably don't have to put this here, but Venom and all other Marvel characters are properties of – you guessed it – Marvel. I only own this plotline and my original character.

I'd actually fallen out of love with comics for a long time, and I've never even read Spider-Girl. But, I do believe I can grasp the original Marvel spirit, and I've always wanted to do justice to the psychological masterpiece that is Venom. As I've seen, Eddie Brock always wanted to do the right thing in the end. Perhaps his symbiote, after leaving him, finally realized exactly what that entailed…

Chapter 1:

Everything Old Is New Again

Aloysius Qatrefoil was a young man with an odd name. He was tall, lean, and fairly strong. He would turn eighteen years old in a few months, and couldn't wait to vote. Aloysius was the most politically active student in his high school, always keeping up with the latest bills in Congress and hounding his parents to vote on just about everything. Aloysius was also an amateur psychologist and part-time martial artist. He loved to wax philosophical on a wide number of subjects, and he was almost never wrong in his impressions of people.

Unfortunately, Aloysius suffered from what he termed the Plight of the Average Man. Those with greater wealth or influence walked away with greater power, both political power and power over the unwashed masses. No matter how smart, controversial, or determined you were, you'd always need that extra something to get through to these cattle. Aloysius would brood for days on end, trying to figure out some way to help the community and really make an impact. He was happy with charity work, soup kitchens, and the like, but he needed something more; something that, in one fell swoop, could set this vain, celebrity-obsessed society on its ear and allow the good people – and not the rich – to come out on top for once.

"Hey, Aloysius," said a perky female voice. Aloysius knew his true friends, because they had the courtesy to call him by his full name, and not simply 'Al.' He turned to face May Parker, one of the few people who understood him and who would sit and talk with him on a regular basis. Of course May understood Aloysius' goals of helping the good people and knocking the bad, vapid, old-money millionaires off of their pedestals, pedestals that had been chiseled by millions, if not BILLIONS, of people idolizing them for nothing more than their wealth and reckless waste of money and time.

May understood because she had dedicated her life to protecting the innocent from criminals, under the guise of Spider-Girl. May defended people from tangible, flesh-and-blood criminals, while Aloysius worked tirelessly to guard against the incorporeal criminals whose only concrete bodies were actually made of concrete; the massive corporations and corrupt lawmakers who did their best to keep the rich rich and the poor under their heels. As Aloysius had once so eloquently put it, "The gross discrepancy in the distribution of funds between the so-called upper and lower classes has created an almost feudalistic hierarchy the likes of which has not been seen since the early 1200s." May hadn't really understood what he'd said until she got home that night and pulled out her encyclopedia and dictionary.

That was another reason the two of them hung out so much: they understood each other. While May's mind was tuned for science and math and Aloysius' for history and the English language, the two were equally brilliant and able to share their ideas and philosophies with one another without having to dumb down their wordings. Of course, it also helped that they were crushing on one another, but neither had the guts to say anything outright.

May was fairly tall for a girl, with reddish-brown hair and a lithe, toned body. Her face was still in its 'cute' phase, but her high cheekbones and smooth jawline, both of which she inherited from her supermodel mother, spoke of an utter beauty waiting for its chance to shine. May didn't have too much in the way of curves, but she had a wasp-thin waist and rather womanly hips.

Aloysius was massively tall, over 6'6", but his thin, spindly frame was reminiscent of a ghost or an arachnid. Aloysius tended to think faster than he spoke, resulting in an occasional stutter or break in words as he realized that his mind had gotten too far ahead of his mouth. He was normally somewhat clumsy, but when the situation called for it, he moved with blinding speed and exacting precision. It seemed that his slightly gawky demeanor was a façade which even he couldn't see through. Aloysius' permanently mussy brown hair and chiseled jaw made him fairly handsome, but his lack of maintenance regarding his appearance and the nonchalant manner with which he regarded himself kept him from becoming vain, and it also kept him off of the popular girls' "must-date" list.

May cocked her head; Aloysius was staring at her, but he hadn't said anything for over a minute. In fact, it was more like he was staring right through her to the opposite wall. "Um, hello! Earth to Al!"

May's use of his most loathed nickname brought Aloysius out of his contemplation. "Hm? Oh, hi May." He scooted over on his bench and patted the now empty seat.

"That's more like it," May smiled as she accepted his offer to sit. "So, Aloysius, what're you thinking about today?"

Aloysius grinned in response. "Oh, you know me, May: I'm plotting to take over the world!"

May shook her head slightly, chuckling. "You could probably do it, too. That's the scary part."

"Yep, I'd just have to be born rich." The pair laughed at this comment, and spent the rest of their lunch period chatting about life, the universe, and everything.


Elsewhere, a rat breathed its final breath. The black substance engulfing it receded, re-forming into the sentient puddle known only as the symbiote Venom. Ever since it had escaped from its imprisonment upon that living genetic defect know as Mac Gargan, Venom had wandered the sewers and back alleys. It had briefly returned to Eddie Brock, only to find the frail human dying of cancer. Why did things have to die? Symbiotes knew nothing about death from natural causes; they only died when they were killed. The symbiote would never admit it publicly, but it had respected Brock; it had loved him like a brother. Love was a foreign concept to symbiotes, but Venom knew that's exactly what it had felt for Eddie Brock. The creature would have wept, but it did not know how.

Seeing the black ooze so distressed at his deterioration, Eddie placed a comforting hand on what he believed to be its shoulder. "Venom," he had said, "I've lived a long life. I've done a great many things I regret, but I've always strived to do the right thing. When I sold you, I gave the money away to charity. I've atoned for my sins and begged absolution from my God. I can die in peace, as a hero to thousands of people who will be helped and saved by my donation. But you…" Brock trailed off for a moment. "You've been with me, trying to help me do the right thing. Unfortunately, you come from a planet and a society where the right thing doesn't exist. Your people are, forgive me for saying this, but they are evil. But you, you have shown that you can be good. I will die soon, but I will die happy and at peace. You will live on, as you did before you met me. But please, promise me this: after I'm gone, find a good person, someone who can do the good I was never able to. Someone who can change this world for the better. Find him, and together, become a hero. Can you do that for me, Venom?" The symbiote had replied in the affirmative, and Eddie smiled. And then he died. The symbiote had been so distressed that it had tried reviving Eddie several times.

When it became clear that Brock had passed, on, the symbiote fell into despair. It spent over one and a half decades in the sewers and arteries beneath the city, lamenting the loss of the man who had taught it about good and heroism. Over that time, the symbiote known as Venom did a lot of thinking. First off, it gave up its vendetta against Spider-Man. He would never be its host again, and Venom didn't want to sully Brock's final request by forcing a bond. Venom then wandered the sewers, sneaking up through grates and manholes to listen to the humans chatter amongst one another. Venom listened, and learned all it could. It tried to formulate exactly what made a good person, and what it would need to do in order to be a hero.

Countless years had passed; Venom had lost all sense of time lingering in the sewers and tunnels. Finally, as it bubbled up through a grate and reached out with its psychic abilities, it felt what it had been searching for: a mind lamenting over the state of the world, trying to protect the innocent and punish those who were evil and corrupt. A mind that was a peculiar blend of Parker's, Brock's, and Venom's own. It blended in with the concrete and asphalt, and slithered along behind the source of these thoughts. The more Venom listened, the more it liked what it heard: safety, happiness, peace, acceptance… this mind wished for all cultures to live together in mutual harmony and understanding. A truly transcendent philosophy. A "line-and-let-live" concept with actual merit; one that could actually work! Sensing that the opportunity to join with this mind might soon pass it by, and that it might never get the chance again, Venom sprang forward and affixed itself to the sole of the human's shoe. Slowly oozing upward until it made contact with skin, Venom melded with the human's flesh. It would watch and listen for a few days before it revealed itself, so that it could fully evaluate this human's character. Venom was determined to make Eddie proud.