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A little impressed by Venom's unusual come back and a lot more impressed that Spider-man jumped out of the way of the on coming boulder, Spider-man landed on his feet in a spider-stance. Venom then charged at him full force with a punch aiming towards the stomach in which Spider-man side stepped just barely and grabbed onto Venom's massive arm with both of his and started to spin. If the spin was successful, he'd eventually throw Venom into the side of the S.H.I.E.L.D. compound...

Being flung into the air, Spider-man used the momentum to fire a webline which came from the back of his hand and wasn't the typical white webbing but the black goo from the symbiote, and attached it to the corner of the compound. He swung around in a half circle and redirected his course towards Venom once again, extending his legs out for a kick to the face...

Landing on the ground soon afterward, he realized after Venom's comment that he was indeed getting a little carried away. Was he doing this to fight Venom? Or was it because the power felt so good that he was once again losing himself to the darkness. He looks down at his hands and pauses, not paying attention to Venom but instead thinks real hard about what he's doing. His mind was slowly become more corrupt and he then grips his fists in rage and yells at Venom, "SHUT UP!"

Using both his hands to resist one of Venom's from chocking him, several thoughts ran across Spider-man's head. Visions of Uncle Ben appeared before him... "I can't fight it Uncle Ben! I need this! I need more power! I need to crush my foes!" said the dark suited Spider-man in his dream like state. Then dream Uncle Ben replied with a soft smile and said 'did ya think it was gonna be easy son? remember... with great power, comes great responsibility... always remember that...' He walked up to the dark suited Spider-man and pointed at his head, 'pete... you've always had great power...' he said refering to his mind. 'it's not about might or strength that determines the fight... it's about what's in your mind, soul, and most importantly, your heart...' The dream Uncle Ben then walked away and started to fade as he waved good bye. 'follow your heart son...'

"Uncle Ben..." said the chocked up Spider-man as the symbiote was seemingly melting off of his face and off of his body. His sudden realization caused the symbiote on his body to weaken and fall off of his body. Spider-mans grip suddenly became stronger due to his epiphany and decided it was time to start using his head instead of his power.

Spider-man shot web in Venom's eyes yet again and caused him to weaken his grip which got Spider-man enough strength to pry open his fingers and escape his choke hold. He looked around and started to get an idea. He jumped up against the wall of the compound and started to taunt Venom once more, "Hah! Is that the best you got Brock? I coulda sworn you were trying to tickle my throat with that weak little squeeze you had on it. I bet grandma Venom knows how to choke harder than that!"

Leaping just once to the left, he avoided the spikes which drilled into the corner of the building and created a big hole in the wall. Spider-man poked his head inside to see if anyone was inside. Instead he found something that could be of great use. He crawled inside and helf his hand up with his index finger pointed up. "Gimme a second Eddie ol' buddy ol' pal." he said, trying to be as annoying as possible...

With the symbiote spikes bursting through the wall of the compound, Spider-man leapped out having just recently put something in his web shooters that he found from the inside of the compound. "Hey! I thought I told you to stay still!" he said as he shot a webline out towards Venom from where he stood.

He lifts the wrist part of the costume to show him his web shooter. "Two things actually... S.H.I.E.L.D. tends to confiscate a lot of things from tech baddies... One, I used a pair of Pyro's wrist bands for his flame thrower on his back and two, I used a tool that was invented by the Tinkerer that could alter the molecular structure of my webbing. Sort of making it into a stem cell or a blank cell if you will... I guess I'll have to thank Pyro the next time I see him. It'll only weaken the symbiote to a lesser degree since it's fooling it into thinking it's fire. But..." he said, not finishing his sentence.

He then aims his other web shooter towards Venom and fires a circle of the same webbing around him. He then simply pulls out a lighter and lights the web that attached to him and the symbiote and the trail of fire goes down incredibly fast, shooting towards Venom and hitting the circle of webbing on the ground, causing a circle of fire to surround Eddie. "Since this webbing is more flamable, I could just simply torch you. Now I know how all those pyrokinetics feel." he said jokingly...

(( Stem cells and Pyro's wrist bands you ask? lol sorry that's the only thing I could come up with to end the fight for now. Writers block ya know... ))