Writhing on the floor, Harry grabbed hold of the wooden shard of a baseball bat and yanked it out. Blood spattered across the floor as well as his face as he did so. Discarding the wood, he crawled across the floor, desperate to find something that would stop him from bleeding out. He'd already started plotting his revenge on Peter and Gwen before he'd even moved an inch. The next time he encountered them, he would not go easy. Harry would make him rue the day he'd refused to lend his blood. Peter Parker would pay for his mistakes with Gwen's life.

He glanced around frantically at the six different cages and stopped when he saw that the final one was empty. While the other five subjects were exactly where they should have been, the most powerful one of them all was missing.

"Harry." A malicious voice whispered in the air.

Realizing that the voice must belong to whatever was missing from the final cage, Harry looked high and low trying to locate where in the room the voice had come from.

"I'm the only one who can help you, Harry." The voice stated, though this time it felt more like it was in his head.

Leaning back against the wall near the elevator in a sitting position, his stare dropped to the floor. It had taken all his energy just to crawl across the floor and now the weight of his head felt more like a tonne of bricks.

"Who- Who's there?" He called aloud.

"It's me, Harry. Don't you remember your daddy creating me?" The voice questioned.

Panic rising in his chest, his heart began to pound. "Sh... Show yourself!" He demanded, his voice breaking as his strength declined.

Just as his words bounced off the walls creating an echo, a sound similar to that of a snake's slither could be heard faintly. Despite the mysterious sound, Harry kept his eyes downcast. As the sound grew louder and louder it became almost impossible to ignore and when a looming shadow hovered over him, blocking out his light, he finally forced his head up to get a good look at who; or rather what, had been talking to him.

"No! It can't be..." He gasped. "Venom." He whispered.

"Come on, Harry. Play this the smart way. Getting revenge on Peter Parker will be near impossible in your weakened state and especially with that wench, Gwen, to his aid. Don't be stupid and underestimate them... If you join me then we can be stronger than the two of them." Venom offered.

Screwing his face up as dizziness took over due to the amount of blood lost, he could feel himself running out of time. If he didn't make a decision, within a few seconds he would be dead. Glancing back and forth between his open wound and the symbiote hovering over him, his thirst for revenge grew stronger. He was not willing to go out before he'd buried Peter and Gwen in a shallow grave.

"So... What's it going to be?" Venom questioned, making a sound like a ticking clock.

"I..." Harry began, but hesitated briefly. "I accept." He finished, determined to finish what his father had started.

"Excellent." Venom stated menacingly.

Harry froze in place as the symbiote crept towards him and then latched onto his foot; traveling up his legs, wrapping itself around his waist, slithering upwards and finally encasing his head with its slimy black tar like surface.

"Time to put my revenge plan into motion." Harry said confidently.

"Not yet, Harry. Timing is everything." Venom spoke inside his mind.

_________________________________________

"Are you sure you want to do this right now?" Peter asked, concerned that it was too soon for her to be back in action.

Gwen paused half-way out the door and turned to face him. It was true that she still had not fully recovered from the fight and her body ached a lot, but she wasn't going to let that stop her from doing what needed to be done. If they didn't hurry, then Harry could do something stupid if he got his hands on project Sinister Six.

"Yes, I'm sure. Besides, if we don't act now then God knows what kid psycho might do next." She answered.

"Good point. I suppose we should get a move on then." He agreed.

On that note, they continued out onto the street where Peter hollered for a cab. As he managed to flag one down, they climbed in and soon enough were on their way back to Oscorp. The short car journey passed quickly and after arriving back at the headquarters, they made their way back to the ground floor where they'd been only the night before.

"He's gone..." Peter announced, confused.

"Somehow this doesn't surprise me... But I do have to wonder how he recovered so quickly from being impaled, I mean he is supposedly dying..." Gwen pointed out.

"Never mind him, he's bound to cross our path again sometime. For now we should focus on finding this thing." He suggested. "If it was even there to begin with." He added.

"Really?" She quizzed in disbelief.

"What?" He questioned.

"You still don't believe me, do you?" She sighed.

"No, no, I do... It's just that there's clearly nothing else other than what was already here last night. Look, if we find it then I'll be more convinced." He explained.

"Peter! Seriously? After everything that we've been through, everything that you've been through; facing off against a giant lizard, an entire person made out of electricity and not to mention that a freaking spider bite made you what you are today... Why is it so hard to believe me on this?" She pointed out.

Running his hands through his hair, ruffling it up, he closed his eyes for a moment. Deep down, he did believe her. She had a point, especially after everything that they'd witnessed, but he just didn't want to believe it. Although he knew that it was childish, part of him held onto the hope that if no one believed in it, then it wouldn't exist and neither would the threat it posed.

"It's not. I do believe you, Gwen... To some extent. I know there was something down here with us, but come on? A sticky tar like monster? Sounds like something out of a Scooby Doo cartoon." He said cynically.

"Hmm... Well I'm done trying to convince you because I don't want to fight with you again. I know exactly what happened in that darkness, but I'm fine if you don't believe me. All I really need is for you to trust me... Trust my instincts the way you do your spider sense." She explained. "But I guess that's not happening either." She added, her voice laced with disappointment.

Without another word, she turned her attention to two filing cabinets that were located at the back of the room. Peter froze in place as her words had him slightly disheartened. They had ignited a new worry within him; Did she really think that he didn't trust her? Unable to drop the thought, he aimed his hand towards her and shot a web that latched onto her waist. He tugged on the fresh web and pulled her back towards him, catching her in his arms before she could stumble. Resting one hand gently on the curve of her hip, he placed the other against her cheek making small strokes with his thumb before lowering his head and attaching his lips to hers.

"I do trust you, Gwen. There isn't a person on this twisted earth that I trust more than you." He declared.

Gwen closed her eyes. "That's all I needed to hear." She whispered. "We should probably get a move on before anyone comes down here though." She added, reluctantly pulling away.

"Of course... So where do you suggest we begin?" He asked.

"Well, what better place to find a file of information than in a cabinet meant for filing?" She questioned rhetorically as she returned to the two filing cabinets.

Kneeling down, she pulled open the bottom drawer and began sifting through all the labels on the files. Peter, not wanting to stand like a melon while she did all the work, joined her at the cabinets and opened the bottom drawer to the one next to her. After finding nothing of interest in the bottom one, she moved on to the next one along, opening it up and sifting through it.

"Are you sure they even have a file on this? I mean, if I was creating something and I wanted it to be top secret, I sure as hell wouldn't make a file on it and if I did, I wouldn't store it in an unlocked cabinet." Peter pointed out.

Gwen stopped looking through the files and pondered this thought for a moment before coming to the conclusion that he was most likely right about it. Having worked at Oscorp as an assistant in the past, she knew just how shady they could be and when they had a project this huge, they never took any chances.

"Well... Then where do you think we should look next?" She asked, searching her own mind for an answer.

"Not down here. My guess would be that they'd keep it close by." He said.

"Head office?" She suggested.

"Yeah... But how are we going to get up there?" He questioned.

"That's where this comes in handy..." She stated, waving her pass in the air after digging out of her bag.

"And me?" He asked.

"Bear with me for a second." She said, digging through the bag after slipping her pass over her neck.

"Okay..." Peter dismissed, trying to get a good look at what she was doing.

Within a few minutes, Gwen made a sound that indicated that she'd found what she was looking for and then turned around. In her hands, he saw a smaller bag which caused him to come suspicious.

"Gwen... I know that look in your eyes, what are you up to?" He questioned nervously.

"Hold still, pretty boy." She teased.

Unzipping the smaller bag and setting the bigger bag on the floor beside her, she pushed him down onto one of the stools. Standing in between his legs, she pulled the first item out of the bag; a little tube of peachy coloured liquid. Before he could protest, she opened it up, squeezed a small blob into her hands and began plastering his face in it.

"Ah! That's cold." He complained.

"Suck it up, be a man and play the part." She told him.

Finishing with the foundation, she tossed it back into the bag and pulled out the next item; a little round pallet of pinkish coloured powder and a brush. Peter couldn't help but flinch as she ran the brush across his cheeks causing a tickling sensation. Somehow after the first few tries, he managed to hold still until she'd done with that.

"Are we done here?" He asked, the smell of fresh makeup wafting up his nose.

"Not quite." She informed him.

Unimpressed with the answer, he huffed and folded his arms across his chest. He watched with a scowl as she pulled out a lipstick.

"No way! I'm not doing that." He protested stubbornly.

"Come on, Peter. We don't have much time." She pleaded.

"Nah-Ah! No!" He shook his head firmly.

Lowering her hands, she sighed. Peter closed his eyes and screwed his face up, not wanting to let her down.

"Please..." She begged, pouting her lips and making puppy dog eyes.

"Awe, come on... No fair! You know I can't resist those gorgeous eyes." He whined.

Knowing that she was on the winning side, she increased the dopey hopeful look in her eyes. Groaning in frustration, he finally caved in.

"Okay, fine... But would you at least give me a kiss first?" He requested.

"Yes, that I can do." She agreed.

Leaning in close, she planted a soft kiss on his lips before bringing the lipstick back up and placing her hand firmly around his chin to keep his lips in a pout, applying a fair amount of the glossy pink colour.

"Now are we done?" He asked.

"Be patient." She told him.

Sticking her hand back in the bag, she pulled out a tube of mascara, an eyeliner pencil and a maroon coloured eye shadow. This time, Peter did not protest as she applied all three cosmetics in that exact order. Once she'd finished, she threw them back in the bag and pulled out a mirror, presenting her work to him.

"I look ridiculous." He complained.

"Meh... You look pretty for a guy wearing makeup." She quipped.

Gwen placed the mirror back in the bag and then zipped it up, returning it back to the bigger bag and then pulling out something else.

"What's this? And why on earth did you bring all of this?" He quizzed.

"Doesn't hurt to come prepared, Peter." She stated in a know-it-all tone. "Here, put these on..." She instructed, throwing the materials to him.

He looked at what was in his hands. Then he looked up at her and watched as she gave him an insistent nod. Then he turned his attention back to the clothes; a pair of ladder tights, a blue tennis skirt, a grey long sleeved top, a coat made of faux fur and a long haired wig that matched the colour of his hair.

"Fine. I'll do it. But do not laugh." He warned her.

"I cross my heart." She promised, already trying to hold back her laughter.

Taking her word for it, he proceeded to slip the clothes on over his spider suit after removing his own regular ones. When he was finished, he turned to her and rolled his eyes as he saw her cheeks turn bright red from trying not to laugh.

"Done. Can you please tell me what the point of this is?" He requested.

"If anyone asks, you're my cousin Rosita from Mexico." She informed him.

Peter made no further protests. He wasn't too happy about having to be seen like this, but he made it bearable by reminding himself that nobody knew it was him. Both positive that they could make it look convincing, they hopped in the elevator and took it all the way up to the top floor. The doors opened with a ding and he followed Gwen's lead through the hall.

"I feel a sneeze." He whispered.

"Really? Now?" She questioned.

"It's the smell of makeup." He whispered.

"Stop it!" She urged.

"How?" He asked almost too loudly.

"I don't know. Sneeze like a girl." She suggested.

"Huh?" He questioned, baffled.

With the feeling getting stronger, Peter froze as his nose began to twitch. Finally, the sneeze came in a high pitched squeal. It was only after he looked up that he saw that it may have been a little too high pitched as the workers typing away on computers cut him a curious look. Noticing this, Gwen picked up her pace and pulled him by the hand, hurrying towards the door to the head office and ushering him inside as soon as she got the door open.

"Wait!" He whispered loudly.

"What now? We have to hurry!" Gwen urged.

"I just had a thought..." He informed her. "Perhaps the file we're looking for isn't an actual physical paper file." He suggested.

"You mean like it could be some sort of hard drive? Like the memory stick?" She wondered aloud.

"Exactly." He confirmed.

"Good thinking. Just keep your eyes open for anything that looks either out of place or a little too blended in." She instructed him.

With that in mind, Gwen turned her attention towards the computer desk and remembered something from way back when she'd had a meeting in this room with Mr Norman Osborn himself. The top drawer was locked, and if it hadn't been moved, she knew exactly where to find the key. As Peter searched through the filing cabinets on either side of the room, she made her way around to the desk chair and knelt down on the floor, feeling underneath it. Her hand brushed over something cold that felt like it was made out of metal and she pulled it out.

It was hard to keep the gleam out of her eyes as she looked at the small silver key that was in her hand. Turning her attention to the top drawer, she placed the key inside the lock and twisted it. The lock made a barely audible clicking sound, indicating that the key had unlocked it. Setting the key aside, she opened up the drawer.

"Peter..." She called quietly, not wanting to draw any attention from outside the room.

Closing the cabinet that he was searching through, he shuffled across the room to where she was knelt on the floor and looked closely.

"You found it!" He exclaimed in a loud whisper.

"I think so." She said excitedly as she lifted the cube shaped object into her hands, placed it in her lap and quickly locked the drawer back up before returning the key to its original hiding spot.

"Great work! Now come on, let's get out of here before we get caught." He said, helping her to her feet.

Brushing herself off, she slipped the cube shaped object into her bag and headed for the door. Once out of the office, they hurried through the corridor and into the elevator; escaping the Oscorp headquarters successfully.

_ _ _ _

"Gwen, can you help me clean this stuff off?" Peter asked, wiping voraciously at the makeup on his face.

"Of course." She agreed happily, holding up a makeup wipe.

The cube file safely tucked away inside her bag still, the first thing that Peter did once they returned home was rush off to the bathroom to rid himself off all the cosmetics before his aunt May could catch a glimpse of him. Gwen had followed closely behind, knowing that he wouldn't have a clue how to clean it off.

After his face was clear of the cosmetics and he was back in his usual attire, she headed towards the door. Peter, however, wasn't quite finished and used his web shooters to close the door and bring her back to him.

"Not so fast, pretty girl." He called.

"What is it?" She asked, now face to face with him.

"Oh, nothing. I just wanted to say that I love you." He said with a smile.

Gwen smiled and rested her around his neck and shoulders. She leaned in close and kissed him, just like she had back on the ground floor except this time she didn't pull away as quickly. Instead, she lingered there for over a minute before pulling away to breathe.

"I love you too, Peter." She told him.

Rather than letting her go, he pulled her closer and rested his head against her shoulder. Everything had been so uncertain recently. He didn't know what the future held for them. He didn't know if Harry would ever bother them again. There were a lot of things that he didn't know, but despite that there was one thing that he was sure of. No matter what happened in his life, he would always be okay as long as Gwen Stacy was by his side.