Peter stood in front of Wolverine and his “X-Men” in some underground base. The feral X-Man took out a cigar from his pocket, put it into his mouth, and lit it with a match, as he puffed on the stogie.

“First things first,” spoke Wolverine. “We got to stop Magneto from the source.”

“Meaning?” Peter asked.

“Morph just told me that Magneto and his goons are in the Savage Land,” replied Wolverine. “It’s time to strike him now and for good.”

“Wait a minute,” interrupted Peter. “Shouldn’t we get Cyclops and the others for this?”

“I tried contacting them, but I didn’t get a response from Scott or mind from Jean,” said Wolverine. “We better get to the mansion to find out what happened. Blink, open a portal to the mansion.”

The violet skinned mutant opened a portal, as the X-Men walked into the portal.

# # #

As the portal opened at the mansion, the X-Men came out of it to see the inside of the mansion in ruins. Wolverine sniffed for life with his nose, as his claws popped open.

“Something’s not right,” said Wolverine.

“How can you tell?” Peter asked.

“Instinct, bub,” replied Wolverine. “Now shut up and let me think.”

Just then, Peter’s Spider Sense tinkled. “We better get out of here. I sense danger.”

“Help…me” said a weak voice coming from under a couch that is upside down.

“It’s Jean,” said Iceman, as Wolverine moved the couch to see Jean Grey covered in blood.

“Jean, what happened?” Peter asked Jean, as Wolverine covered her in a blanket.

“They’re dead,” replied Jean. “Warren, Remy, and Hank are dead.”

“How?” Peter asked again.

“Venom killed them,” Jean fell into unconsciousness.

“What the hell is Venom?” Wolverine asked.

“It’s a monster that kills mutants,” everyone turned to see Cyclops with his X-Men uniform ripped and covered in blood.

“Scott, how do you know this?” Firestar asked him.

“When we got back to the mansion, we saw Prof. X dead,” began Scott. “Suddenly, it came out of nowhere and attacked us without warning, Hank, Warren, and Remy got slaughter by this Venom creature. Jean and I survived.”

“I have one question to asked,” Peter spoke. “Why didn’t you call the other X-Men here to help you?”

“Because, you idiot, I didn’t need their help with this problem,” snapped Scott.

“I’m not the idiot here, Scott, you are,” corrected Peter. “Just now, my Spider Sense just buzzed, knowing that Venom is still here.”

Scott evilly smirked. “Good call, Parker. Did you and the Scooby Gang finally figured it out? “

“What are you talking about?” Peter asked.

“That I killed your precious Uncle Ben, while you were fighting Bullseye,” Scott smirked. “When no one was around, I took a gun and shot the old fart. I also killed you bitch girlfriend in Washington, while you were fighting the Sentinels.”

Peter began to cry after hearing this. “You murdering son of a…”

“You’re under arrest, Summers, for the murders of Ben Parker and Peter’s girlfriend,” said Wolverine.

“I’m not going anywhere,” said Scott. “We have unfinished business with Parker.”

“What do you mean we?” Peter asked, as he wanted to kill Scott with his bare hands for what he did.

“All of you are going to witness the evolution of Venom,” replied Scott, as a black goo covered him completely that was coming from his X-Men uniform. Gone was the human form of Scott Summers, now there was a black monster with a white spider on it’s chest. “Feel the wraith of Venom unleashed!”

“X-Men, let’s take this son of a bitch out,” ordered Wolverine.

“No, he’s mine,” said Peter. “Get the others out of here.”

“Kid, you can’t take this monster by yourself,” said Wolverine.

“This monster killed two people I loved, and I’m not going to avenge them until I kill this bastard,” cried Peter. “Now go.”

Wolverine nodded, as he turned to the other X-Men. “X-Men, retreat.” The portal opened, and the X-Men went inside, and the portal closed.

“It’s just you and me, Scott,” said Peter, as he prepared to fight his former friend.

“It’s not Scott anymore, fool, it’s Venom,” the creature snarled, as it jumped towards Peter.

Peter ducked as the monster landed on the floor. The creature roared in anger as it got up to attack again, but Peter was ready for it now. Venom looked at Peter with all the hate of him stored in it’s mind. Once Peter and Scott were best friends, until Scott showed his true colors just a few minutes ago. Now as Venom, he was invincible.

“I can’t believe I trusted you, Scott,” frowned Peter. “Xavier brought you in for nothing but to destroy him and his dream. You don’t deserve to be an X-Man. I hope you rot in hell for what you did.”

“I’m already there, Parker,” snarled Venom, as it launched it’s next attack at Peter.

Peter fired his webbing at Venom, but the monster broke free. Venom knew he was tired of playing with Peter, and decided to end this once and for all.

“There’s got to be a way to stop him,” Peter said to himself, as he continued to dodge Venom’s attacks. Peter looked at a door labeled “Danger Room,” but shook his head. “No, he knows that room head and foot.” Peter turned to see Venom gone.

Peter turned around and around to see where Venom vanished to. Suddenly, Peter felt something grab him, as he was lifted up to the different floors of the mansion by hitting the ceilings. Peter felt pain, as he was dumped on the floor of the mansion’s bell tower. He saw Venom appear out of nowhere.

“That’s one of the many tricks we can do, Parker,” grinned Venom. “Let’s finish this.”

As Venom was going to kill Peter, the bell began to ring. The sound of the bell’s dinging did something to Venom, as the creature’s skin began to tear apart. Peter can see that the creature had a weakness after all.

“So that bell has some points after all, than waking me up for early training,” Peter grabbed a 2x4 form the floor, and hit the bell nice and hard.

“Stop it, you idiot, you’ll break us apart,” roared Venom, as Peter can see Scott’s face coming out of Venom.

Peter continued to ring the bell, as the black substance that was Venom was completely off Scott. Peter soon took out a strange collar, and put it on Scott’s neck.

“I don’t need Venom, I’ll just blast you with my visor.” Scott fired, but nothing happened. “What the hell did you do, Parker?”

“That collar I just put on you shuts down you mutant powers,” replied Peter. “You’ll be wearing it for a long time where you’re going.” With that, Peter whacked Scott in the face with his fist, knocking him out completely.

“Now, what I’m I going to do with you?” Peter looked at the Venom symbiote, withering on the floor.

# # #

Nick Fury was puffing on a cigar in his office, when Spider-Man swung in from outside. Fury turned to the X-Man with a smile on his face, but Peter wasn’t happy.

“Where’s the symbiote?” Fury asked.

“I put it in an incinerator,” replied Spider-Man. “The person who killed my uncle and girlfriend is locked up in the Vault. Why did you send Venom after mutants?”

“Project: Venom was to stop Magneto and his Brotherhood, before they cause more damage,” spoke Fury. “When the X-Men went rogue, I had no choice.”

“I want to ask you something,” spoke Peter.

“Shoot,” replied Fury, as he puffed on his cigar.

“Do you know anything about someone called Sinister?” Peter asked.

“No clue, kid,” said Fury. “Drop the Spider-Man codename, Parker. You’re no longer an X-Man.”

“Why?” Peter asked.

“You’ll be working for X-Force,” replied Fury with a smirk. “The X-Men are dead, as of now.”

“What about my Aunt May?” Peter asked again.

“You’ll still visit her in Queens, and you’ll be paid by full by SHIELD,” replied Fury. “What do you think?”

Peter smiled, as he shook Fury’s hand. “When do I start?”

Fury smiled back. “As soon as you and X-Force take out a little known terrorist know as Norman Osborn.”

# # #

The End