New York City, New York

A storm thunders and rains down against a cathedral. Inside the large, stone church, a young man kneels before the altar praying and crying. He pleads with the Lord God as tears pour down his face.

Maddox: Dear God, it's been a few years since my family was murdered. I'm not here to ask for vengeance against those who took my family from me. Search my heart and know I'm speaking the truth. Please forgive them, Lord, and help me to do the same. Show me what your will is for me. Tell me what I am to become, Father. Give me the strength to prevent this from happening to anyone else. I pray this in your son's holy name. Amen.

As the storm rages on, the church bell gongs unceremoniously. The young man, Maddox Castle, stands up and turns around. He walks over to the bell tower stairwell and looks all over the ceiling for what could be causing the bell to ring so much. Suddenly, several chunks of black ooze smack against the ground around him. He looks straight up and sees more pieces falling towards him. The chunks seem to move on their own as if they were breathing.

Then, one, large chunk of the mysterious slime lands on his left shoulder. It spreads around him, covering his upper arm. At first, fear spreads through him, but then he remembers his prayer. He remembers asking God for the strength to prevent what happened to him from happening to anyone else. As the pieces on the ground slide and latch on him, Maddox can't deny that he certainly felt stronger. The cool, black goop surrounds him and attaches itself on him, turning the area around him into a dark, web-like cocoon. In the darkness, Maddox stands unafraid.

???: Hello.

A dark voice speaks inside Maddox's skull. The young man mentally asks who said that, not able to form words with his mouth.

???: I did.

The boy struggles, but manages to speak.

Maddox: Who are you?

Venom: We are Venom.

Maddox: We?

Venom: Yesss. I need you to survive. You are my host.

Maddox: What are you?

Venom: A Klyntar.

Maddox: An alien, I'm guessing. Well, if you're inhabiting my body, what do I get in exchange?

Venom: Power. Ssstrength. Ssspeed. Abilities beyond your wildest dreamsss.

Maddox: Okay. If you want to stay bonded, we're gonna make a deal first.

Venom: What is it?

Maddox: I will be your host and will help you survive, but you have to help me keep others from going through what I went through. Deal?

Venom: You aren't the first hero I've bonded to.

Maddox: It looks like I'm the only one willing to keep you around. Now, do we have a deal?

Venom: Yesss. But you must know, I require phenethylamine.

Maddox: The chemical found in brains and chocolate?

Venom: Yesss.

Maddox: I said I'd do what it takes to keep you alive, but I get to choose who or what you eat. I don't want you hurting innocent people.

Venom: Is the Spider on the list that I can eat?

Maddox: Who? Look, we'll figure the specifics later. I gotta meet Harry and Gwen for dinner.

Venom: Before you eat, can you feed usss? We're starving!

Maddox: Yeah. Let's see how your "abilities" hold up.

Venom: We though you'd never ask.

With that, the body of Maddox and Venom moves backwards in their large, webbed chrysalis. Then, in a violent lung, they break free of their gooey cocoon with a screech.

Empire State University

Gwen Stacy...

...is walking down one of many hallways at Empire State, looking for her friend Harry Osborn. She when she finds him, she yells out his name to get his attention and moves towards him.

Gwen: Harry! Thank God. Have you seen Maddox?

Harry: Not since he told me and Peter that he was going to some church, but that was earlier this morning. I was gonna ask if you've seen Peter.

Gwen: Isn't he your roommate?

Harry: Yeah, but he said was going to study with you.

Gwen: He did, but he had to run. He said it was really important.

Harry: You don't think they're ditching us, do you?

Gwen: Peter maybe, but I doubt Maddox will.

Harry: What makes you so sure?

Gwen: Has he ever let us down before?

Harry: No. Then again, we've only known him for a few months.

Gwen nods in agreement. They both decide to text their friends to meet them at the restaurant and take a cab there.

Alleyway, Manhattan

A bald, bearded man walks down the alley heading toward the street. As he waits for a cab, a 6'4" shadowy figure flies through the air and plants its feet against his chest. The bald man skips across the ground while the moving shadow gets to his feet.

Venom: Jaxson Slocombe!

Jaxson: Who the hell are you!? Wait...you're that-that Spider guy, right?

Venom: Wrong...wanna try again?

Venom: You were part of the murder of the Natchios/Castle family. Who was behind it!?

Jaxson: W-What?

Venom: Answer us now!! Who ordered the murder!?

Jaxson: T-That? That happened seventeen years ago! It's old news! It's dead!

Venom: Not to everyone!! Now, answer the question!!!

Jaxson: T-The boss ordered a hit on Fisk's people! I saw him talkin' to some cop, but I don't know his name! I swear! Only the boss knows!!

Venom: Goooood. That's a start. Who's your boss!?

Jaxson: Oh man, he's gonna kill me!

Venom: Who is he!!?!

Jaxson: Tombstone! I work for Tombstone!!

Venom: Thank you for cooperating.

The face of Venom peels back to reveal Maddox as he talks.

(A/N: Young Dolph Lundgren is Maddox's faceclaim.)

Maddox: Do you have any idea what you took from me?

Jaxson: W-What?

Maddox: I was eight-years-old. You killed my mother...and my brother...and my unborn sister.

Jaxson: Y-You were there?

Maddox: I was the one you missed.

Jaxson: Look, man, you gotta believe me. I'm sorry. I didn't wanna do the hit! I'm sorry!

Maddox: I believe you...

The face of Venom peels back over, swallowing Maddox into the void.

Venom: ...but I can't let it happen to anyone else.

After he speaks, he yells as he raises his clawed hand and brings it down on Jaxson.

The Restaurant

Gwen is sitting down at a circular table with four chairs around it. Harry is sitting to her right. They've been there for a few minutes and are already looking at the menu when Maddox walks in.

(A/N: This is what Maddox is wearing.)

Harry: Guess who decided to show. We were thinking you and Pete decided to ditch us.

Maddox: Sorry for bein' late. I had to...take care of something.

Gwen: Harry said you went by the church.

The large man pulls out the chair across from Gwen and sits down. As she mentions the church, he sighs a little.

Maddox: Yeah. I had stuff I needed to get off my chest.

Gwen: Do you want to talk about it with us? I'm sure we'd be able to help you out.

Maddox: Not with this. It's...*cough* pretty close to home. I'm not sure I trust you guys that much yet.

Harry: Don't sweat it, pal. Now, would ya look at that. Pete's here and relatively on time.

Maddox and Gwen turn to see Peter B. Parker walking into the building. Peter looks a little exhausted, but upon seeing his friends, he smiles a little.

Peter: Hey guys. Sorry I'm late.

Harry: You're good. Maddox only showed up a little bit before you. What made you guys late?

Maddox and Peter: Traffic.

The two look at each other and give each other a skeptical look. They both wonder if the other knows what they've really been up to.

Gwen: Peter, you look a little tired. Is everything okay?

Peter: Yeah. Just had a few rough nights is all. Wait, why was Maddox late? He's normally early to everything.

Maddox: I went to the church. Today's...always difficult.

Gwen: Is it an ex's birthday?

Maddox, chuckling lightly: No, not exactly. Let's get something to eat, I'm starving.

After dinner

After spending a lot of time together and listening to each others' stories, the group split the check despite Harry offering to pay the whole thing. Since they share a dorm room, Peter and Harry take a cab together back to the university. Meanwhile, Gwen and Maddox decide to walk back.

Gwen: Do you really not trust us?

Maddox: I trust you.

Gwen: Then why don't you open up? Let us in.

Maddox: I'm not used to having a family to talk to, Gwen. My childhood was...different.

Gwen: Here, let's go back to my dorm.

Maddox: Sorry. I know you want to know more about me, but no one is ready for that. I can't rope you into the shitshow.

Gwen: I'll find out whatever it is that you're hiding one of these days, Maddox Castiglione.

Maddox: One day, I'll tell you. Just not today. Now can we change the subject? How's your work with Dr. Conners?

Gwen: It's...slow. Mr. Osborn is pushing for more human trials. He did the same thing with Dr. Octavius and look how that turned out.

Maddox: Does Harry know?

Gwen: He might! But even if he did know, he couldn't do anything about it. His dad never listens to him. Or anyone for that matter.

Maddox: I heard he can be a tool. Is Conners worried?

Gwen: No, not really. He thinks we're close to a breakthrough.

Maddox: What do you think?

Gwen: That...I don't know. I guess I want to leave Oscorp as soon as possible.

Maddox: Then quit.

Gwen: I can't. Working there can open so many doors for me.

Maddox: Could also get you killed. You want my advice, quit Oscorp and work somewhere you can do some good.

As the two get closer to ESU, they change the conversation to a much more lighthearted topic. The topic in question: unusual things they can do.

Gwen: I'm serious! Stop laughing!

Maddox, nearly doubled over: You, Gwen "turn it down, it's too loud" Stacy can play drums!?

Gwen: Yes! Why is that such a shock to you?

Maddox: It all makes sense now. You're the one with the high score on Guitar Hero. Y'know Harry and Peter have been tryin' to figure out who got it? They claim that you'd need Spider-Man's powers to get a score that high. They've been calling it the Ghost-Spider.

Gwen, laughing: Really?

Maddox: Yep. It's been driving them crazy.

Gwen: Alright tough guy. What's your talent?

The larger man looks down at the blonde. She looks back up at him with her arms crossed over her chest. He rolls his eyes and puts his hands on his hips, then releases a deep sigh.

Maddox: I never miss.

Gwen, raising an eyebrow: Never miss? What do you mean?

Maddox: I mean I can do all the calculating when I throw, toss, or shoot things in my head subconsciously. I never miss.

The blonde smirks, walks over to the side of the street and picks up a rock. Walking back over to her friend, she hands him the rock and gives him his target.

Gwen: Alright, then. Prove it. Throw this rock into that tiny, knocked over soup can on the other side of that dumpster.

Maddox: Okay.

He takes the rock and looks at the alley. He smirks, then throws it at the left wall of the alley. It bounces off of the wall, hits the corner of the dumpster, springs off the other brick wall, pangs off a gate pole, and shoots into the soup can.

Maddox: Next?

Gwen: H-How did you do that?

Maddox: Not sure. I've always been able to do it. Dad said I was born doing it.

Gwen: That definitely beats my drumming.

The two continue their walk back to Empire State University. Meanwhile, in a facility flying high above the city, alarms are blaring.

Agent: Attention! All hands, report to the hangar! Kassidy has escaped. Repeat! Matthew Kassidy has escaped!

A tall, thin, muscular man wearing a hood and a mask steps up to the edge of the deck on the outside of the aerial facility. That man is the brother of known serial killer Cletus Kassidy. That man is Matthew Kassidy, and his mental state is only slightly more stable than that of his brother's.

Matthew: Y'know, they always check the hangar, but never the deck. Their loss.

With a twisted grin, Matthew leaps off of the floating fortress and dives down to the ground. When he gets close enough, he pulls the cord on his backpack and opens his parachute.

While he glides down to the ground, something far more sinister is going on inside Oscorp. Scientist Jameson "Jamie" Dillon...

...is unexpectedly visited by the CEO of the company himself Norman Osborn.

Jamie: Mr. Osborn, what a surprise.

Norman: Enough of the flattery. Where is the lead scientist?

Jamie: T-That's me, sir.

Osborn cackles a little, then speaks.

Norman: I like your sense of humor, but seriously, where is the lead scientist?

Jamie: I-I-I am the lead scientist, sir. You handpicked me for this project four years ago.

Norman: I did? Well, everyone makes mistakes. Anyways, how is the project going?

Jamie: G-Good so far, sir. The generators are eighty percent as productive as Stark's arc reactor.

Norman: Eighty percent!? Eighty percent!?! These generators are supposed to surpass Stark's in every way! With Tony Stark and Hank Pym dead, Oscorp must rise to challenge. We must meet the needs of the people! Perhaps a human generator would meet our requirements.

Jamie: Human generator? Sir, you can't be serious. The amount of electricity flowing through these generators could kill anyone in an instant!

Norman: What if we could harness it? Like Stark harnessed his arc reactor technology into the Iron Man armor. We could make our own hero!

Jamie: Sir, this is madness! I must prote-

Norman: I want specs for my new Electro suits in the morning. Goodbye, Mister.....?

Jamie: Doctor Dillon.

Norman: Right.