A/N: This is a challenge fic brought to you by Inspirational Grape Juice for Astyan Delacroix. The challenge: Venom/Peter, from Spiderman. Peter gets caught unawares while patrolling some city district, preferably near abandoned buildings. Non-con, tentacles, and Peter taken as secondary host at the end. Eddie must remain as Venom.

Warning: This is a slashy, possibly kinky, non-con-y, sexy fan fic. If you don't like boy on boy smex, not-so-average sexual intercourse, or rape-like scenes, this is not for you and you should turn back now. However, if anything I just listed makes you a little hot and bothered, please continue. It gets better.

Summary: Spiderman is patrolling the city when he catches Carnage, who is up to no good. In an attempt to stop him, Spiderman inadvertently ends up in a compromising position right when Venom shows up.

Disclaimer: I do not own Spiderman or any of it's characters. I don't even know if Stan Lee owns them anymore . . .

The Challenge: Caught

It was another cold spring night. Spiderman could see the thick clouds moving fast, covering the city little by little. He could smell the extra water in the air, the smell that meant rain was immanent. It was a bad night to be out. It was the kind of night when the dirt of the city came out to wreck havoc. Which was why Spiderman was keeping vigilance over the city when all Peter Parker wanted was sleep.

Spiderman swung from building to building, watching as each one became slightly more decrepit than the last, until he came to an old warehouse that had to be one of the oldest buildings in the city. It was abandoned now and left to the elements and hooligans. Broken windows and graffiti were all it had left to its name.

Something told Spiderman to check inside the building, that something was just a little bit off. But something told Peter to run, because there was something that was not right about the building. Peter swallowed his fear. He was Spiderman, not Peter Parker right now. It was his self-proclaimed duty to find out what was going on.

A bite of cold wind cut through his suit and made him shiver. Rain was definitely in the air. Refusing to wait any longer, Spiderman saw a broken window big enough to squeeze through, so he used his web to pull himself up and look into the desolate building. Sure enough, in the middle of the empty structure with his back to the window, stood the freakishly tall, freakishly strong, and just freakish in nature, Carnage.

He wasn't alone, though. With him stood two thugs, neither of which could be more than twenty years old. Pushing down the disappointment with the youth of the city, Spiderman stealthily crawled through the window and along the high ceiling to get closer to the trio, while still remaining in the shadows. He had to figure out what they were talking about. The information could be extremely important.

The murmurs of the criminals grew steadily louder as the superhero drew closer. "What do you mean 'it isn't ready'?" Carnage demanded, a note of impatience in his voice. Appreciated

"We're real sorry boss. We tried but it's that damn suited bastard. He always gets in the way at the last minute," one of the ruffians explained quickly.

"You mean Spiderman?" the red villain asked.

"No," the second guy piped up. "The guy in the black suit with the white spider on the chest."

A strange amused glint entered the crazed eyes of Carnage. "I see." The smile that graced his face left an uneasy feeling in the pit of Peter's stomach. Suddenly returning to business, the elated expression vanished. "I'll take care of it. You two do what I told you," he ordered.

"But boss," the first one started.

Without warning, one of Carnage's monstrous hands struck out and tossed the boy, lifting him into the air as if he were nothing more than an annoying bug. His body hit a nearby cement pillar with a deep, bone-breaking thud. "Do what I told you," Carnage repeated. The boy's partner quickly went to his fallen comrade to help him up. Together they hobbled out of the warehouse, careful not to invoke to wrath of their boss once again.

Spiderman could hear heavy drops of rain falling on the roof as he quietly retreated into the shadows, waiting for his moment to strike now that Carnage was alone. After all, he still needed to find out what the red suited villain was planning.

Carnage stayed still until he was sure the two thugs were gone. Then he quickly turned around, the expression of elation again on his crazed features. "Come out, come out, little spider," he called, slowly sweeping his gaze back and forth, checking the shadows for the hiding superhero.

Peter moved further into the shadows, hoping the hazy light from the incoming storm would mask his position. But, more importantly, how did Carnage know that he was there in the first place? He hadn't given his position away. "I know you're here, Spiderman. You're predictable. Always a do-gooder. That will be your down fall," he sneered as he found the red and blue suit hiding in the darkness. "I found you."

Carnage jumped at Peter's hiding spot, not giving him time to react. The heavy body hit him, knocking him to the ground. Pain shot up his injured back, taking the air out of his lungs. Before Spiderman could roll away, Carnage was on top of him, straddling his hips. "Now, now Spider. I can't have you escaping the web I've worked so hard to create," he smiled, saliva dripping from his fanged teeth as he laughed. Carnage leaned over his trapped enemy, putting his face close to Spiderman's neck. "You can thank me later," he whispered, mirth bubbling over in his voice.

Spiderman bucked his hips, trying to get the over-grown mutant off of him. "What are you talking about?" he demanded, hoping he didn't sound as trapped as he felt.

Carnage just continued to laugh. "Five," he began counting, "four, three, two." Carnage looked Spiderman in the eye. "One."

Flash of lightening stuck outside of the building, briefly illuminating the interior. In that instant, a shadow struck the hulking mass that was pinning the superhero to the floor, throwing Carnage off of Spiderman. Carnage's amused laughter filled the once again darkened building as Spiderman sat up to see the two Symbiotes facing off.

"He is our spider," Venom declared, half snarling at his red brethren.

"Oh, Venom, you wound me. How ever can I win against you?" Carnage asked, melodramatically clutching his chest. "Since there is no way I could possible win, I guess I'll just leave," he smiled, laughter getting the better of him as he quickly fled the abandoned warehouse, hoping the two would be too busy with each other to see through his obvious lies.

Spiderman slowly got to his feet, unsure if he should thank his savior or attack the villain. In his hesitation, Venom turned to face the smaller man, taking deliberate, punctuated steps toward the suited hero. Spiderman matched his steps, moving back every time Venom moved forward, too confused by the situation to react in any other way. The dance continued as the rain pounded over-head until Peter felt a solid, concrete wall behind him, stopping his retreat. The black-suited villain took one last step forward, closing the distance between the two, leaving only a few inches in between them.

Behind Venom, Spiderman could see a black mass rippling and writhing, moving as if it were fluid. He squinted, trying to get a better look at the inky mass. When a bolt of lightening illuminated the building, he noticed that it wasn't behind Venom. It was Venom. The symbiote seemed barley controlled, elongating, then flattening, then growing once again.

Before Spiderman could react to the new information, two black masses extended forward, smashing the concrete on either side of the superhero's head. A wave of pure fear washed over Peter when he realized that his captor had missed on purpose. Now the suited hero was completely cornered.

The two lengths of the symbiote on either side of Spiderman's head began to ripple and pull apart, small tentacles branching out to run over Peter's masked face. His suit turning an inky black where they touched him. The hero could feel his heart rate increase, matching the erratic rhythm of the pounding rain on the old tin roof. Peter couldn't pull his eyes away from the imposing figure blocking his only exit.

The rain poured down, but Venom had yet to move, yet to talk, yet to react in any way other than staring at his quarry. Watching him panic when he realized he was caught, watching him struggle to think of a way out, watching him twitch as a tentacle smoothed over his cheek to trace his bottom lip through the thin fabric. Eddie wanted to savor the moment, to enjoy every gasp and shudder of the smaller man, but the symbiote was growing impatient, roiling and writhing, jutting out in small streams to fondle the captured superhero, not willing to wait for the inevitable.

Peter cried out in surprise as a new tentacle emerged, fondling his manhood. It began stroking the length, moving from the head to the base, continuing lower down his thigh before working its way back up.

"Wha-what's going on?" Peter asked, frantic. "Venom, Eddie, what are you do-" His question was cut off as the tentacle moved back over his penis, tracing the hardening ridge.

"You are our spider," Venom cooed, reaching out to grab Peter's chin, forcing the masked hero to look his aggressor in the face. "Ours alone." The statement was punctuated by Venom's claw lightly racking down Spiderman's chest, tearing the suit, small droplets of blood gathering along the scratches. The symbiote formed into smaller tendrils, eagerly tracing the abrasions, smearing the blood as they twisted over the flesh, staining the edges of the torn suit a midnight color.

The gravity of the situation began to dawn on Peter. Venom planned to have his way with the superhero, and there was nothing Spiderman could do to stop it. Hysteria started to set in, causing Peter to struggle against the tentacles of the symbiote that were swarming over his body, running along every plain, every curve. One arm broke free, but was quickly pulled back and held against the wall by a new tentacle before, it too, branched into smaller pieces, exploring his arm.

"Now, now, little spider. It is useless to fight. You know we will win," Venom purred. He leaned down to run his elongated tongue along the side of Peter's neck. The sensation of the organ moving over his suit made Peter shiver. Venom laughed lightly, enjoying this game that he had been thinking about for months. Finally he would get what he wanted.

Venom ran his hands down Spiderman's sides, taking in his slender torso. When he reached the smaller man's hips, he stopped to pull them closer, pressing his own erection against Peter's. "We will have our Spider," he whispered into Peter's ear.

Eddie could feel his stomach clench with need as he looked down at his little spider, the object of his affection, the one he wanted more than anything. The symbiote grew even more chaotic, twirling around Spiderman's legs, spreading them wider.

"W-wait!" Spiderman cried out. "Don't do this. You don't want to do this," he pleaded, trying to dissuade his aggressor.

Venom smiled, an expression full of malice. "We have always wanted this," he replied, his voice low and laced with desire.

To emphasize his point, the suited villain ran his hand down the smaller man's chest, then around his hip to grasp his ass. When Peter cried out in surprise, Venom laughed, loving this game. The chuckle still on his lips, Venom used one claw to tear the Spidey suit, exposing Spiderman's nether regions.

"Our Spider is excited," he cooed, running his hand lightly up and down the hard shaft. Peter let out a moan, hating the fact that his body was responding to the villain's touches.

A small tentacle ran down Spiderman's body to investigate the newly exposed skin, running along Peter's rounded cheeks before delving between them to tease his entrance. It secreted a liquid substance before lightly probing the opening.

Peter gasped at the intrusion and the pain that followed. Before he could cry out, another tentacle rubbed against his nipple, stimulating the sensitive flesh. With Venom's hand still stroking his manhood, Peter thought he would go crazy from the sensations alone. His body was responding and primed for a sexual act, but he didn't want it to happen like this.

When the tentacle pushed further, hitting a small bundle of nerves, Peter couldn't hold back any longer. His orgasm took him by surprise, rushing over him like a wave, enveloping him in the ecstasy. He bucked his hips harder into Venom's eager hand, riding out the feeling.

As the rush slowed, Peter realized what happened, shamed by his actions. This was still Venom.

The man in question merely chuckled, licking the cum off of one elongated claw. "Our Spider is ready."

Unable to wait any longer, the symbiote retreated from Eddie, exposing his cock, hard with need. He grasped Spiderman's hips, lining them up with his own. The small tentacle retreated, wrapping around Peter's member instead. Placing the tip of his cock at Peter's entrance, another bolt of lightening struck as Venom thrusted, reveling at the tightness.

A sob escaped Peter's mouth from the pain of the intrusion. A small trickle of blood dripped down his thigh. The tentacles running up and down his penis couldn't make the pain go away.

After giving his quarry a few moments to adjust, Venom began to move, keeping the thrusts short and shallow, steadily increasing the tempo.

Peter thought he wouldn't be able to handle any more pain until Venom stroked a bundle of nerve endings, causing him to moan. When he stroked it a second time, Peter's hips bucked, taking his penis in further. A tentacle worked its way under Spiderman's suit, traveling up to his mouth. When Peter gasped, the tentacle delved into the welcoming wetness, exploring the cavern.

The patter of rain had become steadily louder, peels of thunder drowning out Peter's moans. Venom's thrusts were coming harder and harder as his control started to slip. Peter couldn't take the torment anymore, climaxing once again, his muscles contracting around Venom. The new sensations took Venom over the edge, orgasm setting every nerve ending on fire. Another flash of lightening illuminated the broad villain, his head thrown back in ecstasy as he spilled his seed, claiming his Spider.

Catching his breath, Venom looked down at Spiderman, taking in his exhausted state and heaving chest covered by a black suit much like his own. A slow smile crept over his features.

"Our Spider," he purred.