Today was a rare day for the twenty year old Peter Parker. Most people would have considered the fact that they where swinging through the streets of New York rare, but he didn't. That was every day for him. He smirked under his mask as he performed a mid-air corkscrew, relishing in the fact that he had only had to break up three muggings so far. But that still wasn't the best part of his day. He felt happy for once, as he skimmed past the LexCorp building, pondering his happiness. Perhaps it had something to do with the fact that he felt that he was getting a fair amount of recognition from his fellow heroes. After several years, they where finally letting him on the higher-level meetings. He was getting in the inner circle, along with the likes of Nightwing, Power Girl and Johnny Storm. All of whom had at one point been considered 'sidekicks' and backup for the big-name heroes.

"You know," he mused to himself as he vaulted over a billboard advertising the Daily Bugle, "I think that-" KRACK! His spider-sense went off as the loud sound of metal snapping split the air. He spun around just in time to see the billboard flying towards him with the speed of a locomotive. Fortunately, that was too slow, and he managed to slip past it by a hair's breadth. Acting fast, he webbed the flying projectile and directed it away from falling towards the busy street, aiming it for the nearest clearing. This gave the body who threw the billboard plenty of time to act, and close the distance between them with a single, powerful bound.

A flurry of movement followed as he dove towards the ground, hoping that he could lose his attacker long enough to come up with a plan. Or to at least figure out who it was, and how to counter them properly. Unfortunately, his attacker was to quick for him, and somehow managed to grab him from behind and toss him through a nearby office window. He rolled and hit a long table, at which several people where sitting, discussing something which he really didn't care about at the moment.

"Excuse me!" the person who was obviously in charge growled as she got to her feet. "This meeting is private and-" the woman continued as Peter flipped himself upright and looked around for his attacker, as the business tycoons continued to gawk at him as he sprinted for the opening his body had made in the window. Within a second, he was back out over the streets, and ducking under a swinging I beam that flew through the air. Once more, he webbed it up, this time against the side of a skyscraper.

Again, this gave his assailant plenty of time to close the distance between them. In a flurry of movement, Peter found himself plummeting towards the earth, this time with a slimy black-skinned body on top of his. He tried to break free of his attacker's grip, but his attempt was futile, as his assailant was much stronger than him, as he was forced to land on a rooftop. His back hit first, sending a painful spike through his body and causing his vision to go blurry for a few seconds.

Years of honing his spider-sense and reaction time allowed him to move without seeing properly, and he was able to leap out of the way of his black-skinned assailant's flying fist. He was not able to avoid a follow-up attack, however, which sent him into the nearest wall.

"Spider..." the assailant called out, as Peter's vision returned to it's normal state, and he nearly wet himself. Under any normal circumstances, the sight of the Venom symbiote wouldn't phase him that much. He had tangled with it on numerous occasions, with a variety of underneath it's corrupting influence. Eddie Brock, Mac Gargan, Ms Marvel, and even Wolverine at one point. But they had never really frightened him, because he knew that he always had a way of fighting back. He could always hurt them as much as they hurt him.

He wasn't so sure he could fight against the symbiote now. Not when it's skintight substance was covering the nearly godlike form of Karen Starr, known to the world as the Kryptonian super-heroine Power Girl. The one who was more than capable of hauling aircraft carriers into the air with a single hand.

"What's wrong, Spider?" Venom hissed as she approached menacingly. "Bit out of your league?" she hissed as she hauled him into the air with one hand by the throat. He didn't bother to respond, he only kicked out with his legs, trying to break free of her powerful grip. He knew that he shouldn't have bothered, that it was futile. "I love it when you struggle!" she cooed before tossing him across the roof. As soon as he gained his balance, he ran for it, knowing that he would definitely need help with this, which was why he reached for his cell phone and hit the speed dial.

"You have reached the Baxter Building," a cool, female computer voice said as soon as he hit the first number that came to mind. "The Fantastic Four are currently in the negative zone. Please press one to reach the office of Doctor Richards. Press two to reach Mister Storm..."

"Damn," Peter muttered as he ended the call, seconds before he was forced to the side, out of the way of Venom, who rocketed towards him. She overshot her target, and crashed into a half-completed office building. This gave Peter time to re-consider his options, and decided on his next call. He pressed a series of keys on the number pad, hoping the number was correct.

"Hello?" the cool, collected voice of Lois Lane-Kent, wife to Superman, said as she picked up the phone. Two years previously, he had discovered the man of steel's identity by accident. The whole situation involved the Green Goblin making an attempt on the woman's life. After discovering the man's secret, Peter had sworn himself to secrecy.

"Hello Mrs Lane," Peter quipped as a series of crashes resounded from the office building. "This is your friendly neigh-"

"I know who you are," Lois replied coolly, "can I help you?"

"Well I've run into a little Venom- and Starr-shaped problem," Peter quipped as Venom burst out of the building in a cloud of dust. In a second, Venom found him, and shot forward like a bullet out of a gun. Peter was unable to get out of the way, and was body-checked by the possessed Kryptonian.

"Superman is currently occupied in the Middle-East," Lois replied curtly as Venom forced him across the street. "And Supergirl is off the grid at the moment. I can try and contact-" Venom reached out and grabbed the hand in which Peter was holding the phone, and proceeded to crush it without flinching. Both the phone and his hand, the latter of which hurt a great deal. His wrist was definitely going to need looking at.

"Calling for help?" Venom hissed as she tossed Peter through a window. "I thought you liked to go things alone!" she continued as she floated through the hole in the window. The image of the light catching of her frame, even though it was covered in black slime, caused his stomach to squirm. After all, her 38 GG cups alone where more than enough to drive over half the single heroes he knew to the edge. Most couldn't stand in the same room with her without feeling either extremely inadequate, or became unable to stand without becoming embarrassed in their skintight clothing. Admittedly, he had been in the latter's position before on more than one occasion.

"Yeah, well," Peter mused as he got to his feet. "I like to shake things up a little sometimes. It's good for the body," he quipped as he dove for the nearest window. Unfortunately, he was to slow, compared to the Kryptonian powered Venom, and she slammed his head into the wall.

"Is that good for the body?" she asked menacingly as she kicked his ribs, breaking half of them.

"You owe me a phone," Peter grunted in pain, as she pulled him to his feet, and slammed her head into his. Not full-force, he noted as his vision blurred, either venom's holding back and wants me to suffer...which is very likely. Or Karen's trying to hold it back. He hoped it was the latter, but knew that was the least likely situation between the two. He shot out two lines of webbing towards seperate walls, and pulled hard, ringing them down on his fellow hero. "Really sorry about that," he apologized as he flipped out of her reach, and sling-shot himself over the street before she managed to catch up with him.

"Enough games, Spider-man!" Venom roared viciously as she pounded a left hook into his shoulder, snapping it with ease. She grinned a toothy smile as she grabbed his legs and spun him around in a one hundred and eighty degree turn, before releasing him. He flew like a Frisbee through the air, unable to grab a hold of anything to stop his momentum before crashing through a window once more. This time into a more luxurious foyer of one of New York's biggest employers.

LexCorp. Which was run by none other than Lex Luthor. The man who you went to if you wanted a sample of Kryptonite. Who also happened to be in-town on a business trip, if he had read the newspaper right. He really had no other choice available to him, as he scrambled to his feet in the confused crowd.

"Get out of here!" he shouted as his Spider-sense went off, signalling the arrival of Venom, who ripped a hole in the side of the building. This caused the entire crowd to panic, as they all began to run for the exits. Venom seemed to anticipate this, and one of Peter's fears came true, as she let loose twin beams of destructive energy from her eyes and towards random people, forcing him into action. Peter webbed a desk in front of a screaming woman, using it's metal surface to block the beams momentarily as he crossed the distance to Venom herself. He launched two balls of webbing over her eyes, hoping that would distract her long enough for him to flank her.

But he was wrong. Venom simply let loose a more powerful blast, one that Peter dodged by a mere fraction of distance. The beams where so close, and so powerful, that they managed to singe his lower left thigh as he cork-screwed in the air. Time seemed to slow down as he approached his snarling nemesis who was holding Power Girl hostage. His face passed by hers close enough for him to notice how the symbiote had retreated from around her eyes, revealing crystal blue orbs filled with fear. They flickered towards him for a brief second once the heat vision had ceased, pleading him to help her. Something which he hoped he could do, as he vaulted past and pulled the nearest alarm. He knew that by pulling the alarm, the building would shut all the emergency doors, and was able to slip underneath one set of doors before they closed behind him.

Knowing that the metal would not contain Venom for long, he sprinted down the hallway, looking for anything that could help him in his current situation, anything at all. He turned left as he heard the sound of metal being split in half. With only split seconds to spare, he leaped into the room, and his eyes immediately fell on the glowing green rock to the far left. He breathed a sigh of relief, which was cut short by Venom slamming his head into the floor.

"Finally!" Venom hissed as she slammed his head into the ground again. "I've beaten you, Spider-man! There is nothing this body can't do for me!" She cackled as she wrapped her hands around his throat, and Peter tried to push her off. Not to try and stop Venom, but to stall her, as he knew that the Kryptonite would take time to go into effect. A minute, if he remembered properly. "Squeal for me!" Venom hissed as she slammed his head into the ground again and again. "I'm stronger than you'll ever be!" She hissed with glee, "stronger than anyone on the planet! My skin is more dense than-"

"A rock?" Peter quipped with his last breath, as he shot a line of webbing towards the shard of Kryptonite on the nearby desk. Meanwhile, with his other hand, he webbed the door shut as he kicked Venom off. The monstrosity roared in pain as she landed near the shard, which seemed to cause her a great amount of pain. It seemed to be to painful, as he watched Venom peel itself free from Power Girl's body, which he was more than ready for. He grabbed a metal dustbin and slammed it overtop of the symbiote, preventing it from leaving as he webbed it in place. As soon as he was sure the alien wouldn't leave, he turned his attention towards the other, more aesthetically pleasing alien, who was sprawled on the floor. He kicked away the shining green rock as he tried to help her to her feet.

XXX

Three hours later

XXX

"How're you doing?" a cool, female voice asked from behind him as he walked out of the infirmary, sporting six stitches, a splint for his right wrist and a sling for his left arm. He turned around to see the always-welcome Power Girl leaning against the wall. She had discarded her white one-piece with a red cape in lieu of simple jeans and a casual t-shirt, which contrasted his tattered suit.

"I could ask you the same question," Peter replied with a slightly painful chuckle.

"Well the Kryptonite wore off pretty quickly," she replied with a slight shrug. "Though the stuff hurts like hell. So please," she continued with a coy smile as she pushed herself free of the wall. "Next time you feel like rescuing me from Venom, use something else," she continued as she took him by the arm and pulled him down the hallway, "maybe fire. Or Magic. That hurts less."

"Next time you feel like being possessed by an alien symbiote," Peter replied wryly, "don't throw me through a window more than once. That hurts like hell. And where are you taking me?" he asked as she pulled him around a corner.

"I owe you one cell phone," Karen replied with a sly wink. "So get changed and meet me outside in ten minutes."