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Sleeper Spider-man

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"MJ I think he is dead"

"No he is just ignoring you." Peter said pulling a pillow over his face.

Sleeper pouted and squeezed Peter's body. They were currently acting as a blanket for him. "Come on get up sleepy head!"

Peter had been acting as Sleeper's temporary host for just less than three months after Sleeper lost his previous host saving Peter's life. The two surprisingly had been getting along pretty well. Peter never thought he could host a symbiote again or would ever want to but here he was, companion to his former arch nemesis' favorite child.

MJ laughed and leaned down next to Peter. "Come on Tiger time to get up." She gently nibbled his ear. Peter gasped and flailed out from under his pillow.

"Ok I'm up!" Peter was completely red.

"There we go. Now, you promised me you were going to take me out today" MJ said giving Peter a hug.

"You shouldn't break your promises Peter. MJ is so nice you should treat her as such." Sleeper said.

"I'm not breaking anything I mean its only... 10:36 a.m. ok that is late." Peter got up and stretched heading to the bathroom.

"Hey Peter I have a question." Sleeper said as Peter brushed his teeth.


Sleeper formed a small head and began vomiting bullets into the sink.

"Gah Sleeper, the hell!"

"What should I do with these?"

"Throw them out? I don't know why did you hold onto them from last night?"

"Well it seemed like a waste to get rid of all this good metal. Maybe we could make something?"

"Make something out of the bullets people shot at us?"

"Hmmm yes! Yes I know what to make!" Sleeper grabbed the bullets back up and went back inside Peter's body.

Peter stared at the spot of his stomach Sleeper went into. "...Buddy?"

Suddenly a little metal statue shot out of Peter's stomach and landed in the sink. Peter let out a shriek at the surprise.

"Peter, you two ok in there?" MJ knocked on the door.

"Ya we are fine, Sleeper is just being Sleeper." Peter said picking up the foreign object that had just been launched from his abdomen. It was a figurine of Mary Jane though somewhat crudely made. "Did you make this for MJ?"

"Yes! A gift! MJ likes it when you give her gifts!" Sleeper said swelling with pride.

Pete chuckled. "Ok I guess thats true. Just make sure you don't tell her that you made it out of bullets that were shot at us last night."

Peter finished grooming himself and Sleeper formed clothing for him. "Ugh Peter one day I will get you to stop wearing underwear."

"Why? What's wrong with underwear?"

"It is incredibly uncomfortable for me! I have to wrap around this annoying clump of dead plants and synthetics instead of pressing against my hosts comforting skin."

"Well not wearing underwear is uncomfortable for me."

"Maybe we can compromise? How about we get you a thong? Less fabric to bother me but you still keep your precious modesty."

Peter's ear burned with embarrassment. "No way am I wearing a thong." He exited the bathroom.

"You two have the strangest conversations." MJ said sitting on the bed.

"Ya we do. Anyway Sleeps made you a present." Peter presented the statue.

"Aw how cute! Thank you Sleeper." MJ admired the tiny figure.

"You're welcome MJ. I made it with love, and 22 caliber rounds" Sleeper snaked out of Peter's shoulder.

MJ laughed and gave both of them a kiss on the cheek. "Ok boys so where are you taking me?"

"Well I made lunch reservations and I have two tickets to a musical if thats ok with you?"

"That sounds lovely Peter." MJ said wrapping her arms around his neck.

They headed out and walked together through the city. It was already October and the city air was crisp. Peter took them near central park to look at the leaves on their way to the restaurant. Sleeper was a bundle of excitement. For someone who had gone on so many strange adventures in outer space they were easily entertained by simple things. MJ hung onto Peter's arm and laced her fingers through his hand.

"Today was a good day for this, the weather is perfect."

"Yeah, I'm hoping the restaurant I picked is-" his spider sense went off.

"Peter?" MJ said.

"MJ get down!" Peter pushed MJ out of the way just in time as a sniper fired down at them.

Peter grabbed MJ, lifting her bridal style as Sleeper dispensed a pheromone to mask their presence. They ran and Peter suited up.

"What was that?" MJ said clinging to Peter's neck.

"I don't know but they know who I am!" Peter said. His spider sense was deafening inside him and as they turned a corner Sleeper screamed in pain as the group was hit with a wall of sonics.

The last thing Peter saw before he blacked out was the butt of a gun slamming into his temple.

Chapter Text

Peter's vision was blurred and his head was pounding. He knew the familiar feeling of having a concussion. Peter rolled onto his side and vomited, ears ringing. He was on the floor of a prison cell and was naked except for his boxers.

"Ew. Gross buddy. You better clean that up cus I'm not." Said an unfamiliar voice.

"Ugh who's there? Where's MJ and Sleeper? Peter said looking up.

"I am Spider-shit. And don't worry about your girlfriend. She was sent home. The little guy though is not so lucky."

Peter's eyes finally focused and in front of him was a thin man (man?) clad in a white symbiote with thin red and black veins running cross its flesh. Thin tendrils waved off his whole body. His mouth was black with sharp jagged teeth and the inside of his mouth was orange with a small tongue. Around his neck was a thick mechanical collar.

"Who are you?"

"Name's Sundance. Nice ta meet cha Web-head. Though I'm bettin' it's not gonna to be fer long. Serum is pretty good 'bout killin' you hosts quickly."

"Who's Serum?"

"The bastard that put this stupid collar on me. And the bitch that's most likely gonna kill you." Sundance said tapping a few long claws on the bars of Peter cell.

"Why? What's going on?"

"Damn you ask a lot of questions. Cus you had a symbiote. He hates the buggers and is travelin' the multiverse to kill every single one he can."

"But you have one. Why hasn't he killed you?"

Sundance laughed. "My darling Sunny, she's a bit too strong fer him. So instead he put this stupid collar of me and it forces me to do what he says. I'm just his damned lapdog now." He snarled the last sentence with a huff.

Peter looked around his cell. No vents or windows. The whole area was dark and mechanical.

"If yer looking fer a way out, don't. Better men then you have tried. We're both prisoner now." Sundance hung off the bars and pushed his head through to smile at him.

"Where even am I anyway? How did he know I have a symbiote or who I was?"

"In a cell on his personal ship. He has special tec to track down syms so it wasn't hard to find you. From what I can tell he has been doing this for years. He came to my dimension and killed all my allies before I even knew it was happening." Sundance pulled his head back through the bars.

"Can you help me get out of here?"

"Pfff no. Even if I wanted too I can only follow his commands! Collar is voice activated and the asshole told me to 'watch the prisoner'." Sundance clawed at his neck.


"I'm telling ya Webslinger its best if you just roll over and die. I've been trying to find a way ta kill the bastard fer years."

"Sundance or whatever your name is if you're not gonna help me then shut up."

Sundance opened his mouth and no words came out. The collar on his neck blinked red a few times. His eyes became big as dinner plates and he flailed his arms. Peter looked at him with an eyebrow raised.

"...Sundance jump up and down three times."

The collar blinked red and Sundance did just that, looking very pissed at Peter.

"Well well either my voice is the same as this Serum guy's or his tec isn't very good. Go ahead and speak Sundance."

"I'm gonna kick yer head in you litt-"

"Sundance shut up."

Sundance's tendrils violently flailed and he beat his fists against the bars of the cell. He looked like he was going to blow a blood vessel.

"Ok you can speak again."

"...I hate you, you cock sucker."

"Ok first, break down this cell, two don't hurt me and three help me find Sleeper."

"I honestly can't believe you are Sleeper's host. His taste has gotten terrible over the years." Sundance slashed through the metal bars and they fell to the floor with a clank.

"You know Sleeper?"

"Kid I'm not from this dimension. I know MY Sleeper not your Sleeper. Or I should say 'knew'. Serum already vaporized the poor little bastard."

"I see... well not my first multiverse adventure. Do you have any idea where they might be holding Sleeper?"

"Ya ya follow me"

They snuck down some corridors, Peter's spider sense didn't fail them so they were able to hide from any guards that came their way. Sundance's symbiote had the same cloaking abilities as Venom so he was able to cover up Peter when needed.

"We make a pretty good team Parker. Even if its 90% you bossing me around. Ya know though it might be fer the best if you command me to rip this collar off. That way if we run into Serum hs won't be able to order me to murder you."

"I'm saving that as a last resort. I don't know anything about you Sundance other than I can command you around and you have a symbiote. Not to mention you look to have a temper. Better to keep the advantage unless absolutely necessary."

"Tsk fine, I hope you'll at least get me outta here though. I'm so sick of this place I just wanna go home."

"I'll do what I can"

Sundance smirked at him. "Thanks. Don't mean much but I'll take it. Do my best ta get you yer partner back too."

They snuck down lower and lower to a lab in the basement of the ship. Upon entering Pete saws a jar with a familiar friend inside.

"Sleeper! I'm so glad to see you!" Peter ripped the lid of the jar and stared in waiting for Sleeper to bond with him. But Sleeper didn't move.

"Sleeps? Buddy?"" Peter poured the contents of the jar out. Sleeper's body slowly poured out, lifeless. "N-no....Sleeper please don't do this." Peter's chest clenched.

"Stop panickin' they just drugged him thats all. Apparently he was driving the crew insane with pheromones."

"Oh thank God!" Peter picked up Sleeper's gooey form and held them close to his chest. It hit him just how attacted to the little guy he had become.

"Alright lets get outta here. You have super strength but being naked and without web-shooters is asking fer trouble."

"You know a surprisingly large amount about me Sundance." Peter said putting Sleeper gently back in the jar so he could carry them.

"Remember, from another dimension? I used to work with your stupid ass in my dimension."

"Seriously? You're a hero?"

"Not... really? More like an Antihero. Im the kinda guy who kills but only bad people." Sundance chuckled. "You reluctantly helped me a few times."

"Great. So you're like Venom or the Punisher?" Peter couldn't wait to get Sundance far away from him but for now they needed an exit.

"Well ya I guess. You should be thankful though! Do you know how many me's I've met who were just assholes?"

Peter's spider sense went off and he stopped.

"Sundance... kill Mr. Parker." Said a low calm voice.

Peter jumped as Sundance lashed out two razor tipped tentacles at him. As Peter landed a third tentacles lashed out and tripped him, sending him on his back. Sundance formed a large axe head with his arm and slammed it down towards Peter. Peter's shoulder was grazed but he was able to roll out of the way and get back to his feet.

"See! See I told you to let me break the collar you dumbass!" Sundance slashed at Peter. Peter kicked off a wall to jump over Sundance and he smashed through the metal plates of the ship.

"Sundance destroy your collar!" Peter shouted.

Sundance slashed his collar and it fell off his neck. He threw his head back and started to cackle. "Yes! Finally I'm free! Finally I can ripped your stupid face off and eat your insides Serum!" Sundance wiped his head around to look at the figure coming towards them.

"Interesting..." troops started to file in and surrounded them. "You're the first Parker who had the same voice as me. No matter, I'll still end you." A man clad in a white Spider-man suit stepped forward, pulling his mask off.

His face was identical to Peter's except for a missing eye and a large facial scar.

Chapter Text

It was a quiet night in Philadelphia. Eddie stretched and cracked his neck before submitting his article. He and his other had slowly been working on improving themselves, one of the steps to doing that was improving his career as a reporter. They actually we making some headway, Eddie's reputation as 'Mr. Sym' had aloud him to become a popular free lancer. Eddie took a sip of coffee and leaned back.

"We did good today love. I think I'm actually satisfied with that piece."

"Good. Tried of sitting and waiting. Want to spent time with you Eddie." His other wrapped around his chest and purred. "Been so lonely. So very lonely when Eddie works." They stroked Eddie's cheek lovingly with a tendril.

Eddie grabbed the tendril gently and kissed it like his would a woman's hand. "There there darling, I'm here. Work is sadly a necessary evil. But now I'm all your's for the evening."

"Eddie let's take a bath tonight. Lay in the tub together and comfort each other."

"Really now? I thought you would want to find some action."

The symbiote hummed. "Normally yes, but tonight all the action I want can be found in that tub." His other shifted and melted Eddie's clothes away, leaving his bare to the appartment air.

Eddie grabbed his partner's head and kissed them deeply. His small tongue gently pressed against their massive one. "Ok sweetheart, wantever you want. First let's eat."

Eddie had made a lot of changes in his life, for one he learned how to cook, or at least the basics. He had a potato and cheese casserole in the oven and well as a chocolate cake for his other. The sat at their small dinner table and ate together. They didn't have small talk like other couples did at dinner. Usually they spoke silently through their bond. Waves of emotions and feelings. Eddie chuckled when his other bubbled at a wave he had sent. They were overjoyed and Eddie couldn't be happier. Well that's not entirely true. Eddie's eyes strayed to the spare chair at the table. A few months ago it was his child's. Sleeper was staying in New York with Peter. He sighed.

"Thanksgiving is almost here Eddie."

"I know. I can't wait to see them."

His lover kissed his cheek and they finished their meal together.

"Want dessert Eddie"

Eddie laughed "Your hunger is insatiable dear."

His other pulled him to the bathroom and Eddie started to fill the tub.

His other snaked around his body. Eddie grunted and gripped the sink as they started lapping gently at his nipples. "So tense Eddie. Need to relax you. Will help you come undone." His other started to encircle Eddie's most sensitive areas. They knew what he liked, the pace he needed, the exact movements to let Eddie feel pleasure to the fullest. Eddie bit his lower lip and turned off the water. He slowly sank into the bath and his other got to work.

Eddie laid back as his other pleasured him. He was at their mercy. He could feel them filling in every empty space inside him. He panted as they squeezed out every ounce of pleasure. He was close.

Eddie came undone. And so did the door to their bathroom.

Troops of soldiers filed in and shot at Eddie who luckily was protected by his other wrapping around them to form Venom.

They launched at the home invaders and snatched one man in their teeth, biting straight through his neck.

"Target is hostle! Repeat Target is hostle! Release sonics!"

A soldier hit a button on a remote and Eddie's other screamed as the sonics pasted through the apartment. Eddie ran up to him through the pain and snapped his neck. He grabbed the remote and hit the button again, sonics turning off.

"Code Red! Target has disabled sonics! Code Red!"

Venom reformed and picked up a soldier. "We were trying to have a nice evening before you so rudely interrupted us!"

Venom threw the soldier into three other with such force they ripped his bathroom door off the hidges back out into his bedroom. More soldiers were waiting in there with a firing squad. They unleashed a rain of fire from a group of flame throwers and Venom recoiled. The sprinkler system of the apartment started up but was no match for the constant fire.

Venom imagined more troops were most likely waiting outside if he tried the bedroom window so he did the next logically thing.

They bulldozed through the connecting wall into the next apartment.

Their neighbor was sitting on his bed looking very scared on confused.

"Sorry but do you have a cup of sugar we could borrow?" Venom said.

The troops followed after them but they picked up a night stand and smashed it into one of the flame thrower wielding men. They rammed through the bedroom door into their neighbors kitchen and threw the kitchen table next. The troops were having trouble keeping up with Venom, not to mention having to dodge the barrage of furniture.

Venom went on the offensive, slicing through at least three men. They snapped their victims limbs until all but one man remained. Venom grabbed him by the chest and held him a loft.

"Who sent you?"

The man quivered in fear.

"Who sent you!"

Suddenly the man's walkie talkie went off.

"Bravo team make a full retreat. Symbiote 3 and Spider-man have escaped capture with Sundance and we have located symbiote 2 and its host. Bravo team do not engage symbiote 1."

Venom turned their attention back to the trembling man.

"We hope you will start explaining less we start removing fingers for each minute you don't"


After some trade mark Venom style interrogation, Eddie packed a small suitcase with some of his most important belongings. Most likely he was going to lose the apartment after this. So his laptop, the Spider-man vacation plush and his most precious photos all got packed. He checked up on his neighbor who was on the phone with the cops to make sure he was ok. He apologized for the mess and snuck down to his car.

"Where are we going Eddie?"

"Well I'm hoping Flash will let us crash at his place for a while. But first I'm hoping he will help us. Looks like you are getting that action anyway darling. They have Peter and Sleeper and are going after Carnage."

Chapter Text

Peter was starting back into his own eyes. Well, eye, this Peter was very much missing one.

"Okay so you are a Perer Parker from another dimension." Said Peter.

"Fuck I knew there was a reason I hated you Webster. I'd never seen Serum's ugly mug till now and you are the same fucking guy!" Sundance said grinding his teeth.

"Well now, when I read up on this dimension it said that you and I saw eye to eye Peter. But then I get here to help you get rid of your infestation and what do I find? You've infected yourself with one of the beasts. What did it do to trick you? Make you addicted to its pheromones? Pretended it cared about you? I thought you were better than this but you are just as disgusting as they are."

"Sleeper is my friend, they are a hero!"

"They are a parasite!" Serum slammed his fist against a support beam.

"Listen I understand. Symbiotes tried to ruin my life plenty of times in the past but they aren't all bad. There was a lot of misunderstandings but we are working together now to do better. Sleeper is a fantastic partner who cares about me and my family. They have only added good things to my life."

Serum laughed. "Peter you are a fool to trust it. I know you know better. Its only a matter of time before its take from you what they took from me." Serum pointed to his face. "MJ, Aunt May, my friends and world. All destroyed by Venom and its spawn! Those things are a disease Peter and we are the cure. I know they hurt you in the past. Remember how they hurt you. The fear they made you feel. You can see how evil they are. Its only a matter of time. Don't let them destroy your world!" Serum looked genuinely pained and offered Peter a hand. Peter gently pushed his hand to the side.

"Peter I'm sorry your world was destroyed. I can't imagine how difficult that is for you and you have my condolences. But destroying innocent creatures isn't going to bring your life back. The symbiotes in this dimension, though troublesome at times, are good creatures. Venom and Sleeper have been working with me to be better. Sleeper literally saved the entire human race. If that doesn't make them a good creature I don't know what does. And any other symbiotes that enter my life I'll try to make better too. I won't let you hurt my friends."

"...So you just ignore the fact that before you, it piloted around a lobotomized corpse?" Serum grabbed Peter by the hair and pulled his head back. Peter fought against his grip but he was strong.

"What kind of Spider-man are you? You willingly befriended a monster, let it control you. How much longer before it got tried of trying to work with you and did the same to you Peter? It doesn't love you Peter. Its just using you." Serum growled into Peter's face.

Peter kicked Serum off of him. "Your wrong! Sleeper has done questionable things in the past but only because they thought it was for the greater good! They do care about me, I can feel it. We care about each other."

"...You're a lost cause. The symbiote obviously has made you so addicted to its power that you are beyond reason. Kill them." Serum signaled his troops and they opened fire.

Sundance jumped infront of Pete and covered him. "Argh! We have to get out of here now!"

"I know I'm working on it." Peter scanned the room looking for something, anything to help.

Suddenly he felt extremely dizzy and it seemed everyone else in the room was as well. For the second time that day Peter blacked out.



"Peter!!!" Sleeper was tangled around his head and yelling into his ear.

"Ow ow its ok buddy I'm awake."

"Good" Sleeper moaned and melted a little. "Peter I'm so sorry. I'm too weak to heal you. It took everything I had to knock out those goons. I couldn't even make an stimulant to wake you." Sleeper's little shrill voice warbled and sounded so stained. The drugs still pumping through their system.

"Its ok buddy you did great thank you. Go ahead and rest up."

Peter nudged Sleeper gently and they sunk back slowly into his skin. Sleeper wrapped around all of Peter and sighed happily as the warm comfort of their hosts body. Peter looked over Sundance who was still next to him, snoring and drooling with a smile on his face.

"Sleeps do you have enough in you to wake him up?"

"Give me a few minutes. Having a host makes this a lot easier and I'm already feeling better."

Peter's spider sense went off and he just barly dodged the punch.

"Peter you're smarter than this, you should know that I have the same metabolism as you and would wake up around relatively the same time." Serum was standing over him. "Get up you filthy symbiote lover. I'm making today your last."

Chapter Text

It was late in the evening and Flash was curled up on his couch when he heard his livingroom window rattle. He opened one eye lazily and a black form filled his vision.

"Flash? Flash wake up." Venom was curled above their friend, slightly crouched so that their head didn't hit ceiling.

"Venom? It's like 11pm why are you here?"

"Spidey's in trouble. Our apartment just blew up and we think some quasi military force is planning on unleashing Carnage."

Flash opened his eyes wide and groaned. "I was really looking forward to sleeping tonight..."

"Sorry bud. Also do you mind if we crash here a while? As we mentioned our apartment is currently unlivable." Venom grinned meekly at him, or at least as meekly as a giant teeth monster could.

"Sure guys." Flash stretched with a yawn and got on his prosthetics. "I have a bed I never use in the master for guests. You're welcome to use it for a while. Now what's this all about?"

"We where in the bath when soldiers broke into our apartment and attacked us. Destroyed the whole thing."

"Wow I can only imagine how they felt seeing you two having fun in the tub." Flash adjusted his legs.

Venom chuckled. "Well we over heard on their radio that they had captured Peter and Sleeper but they had escaped. They referred to Sleeper as 'Symbiote 3' and ourself as 'Symbiote 1'. They were planning to go after 'Symbiote 2'."

"Which you are betting is Carnage."

"Well its either him, Toxin who is currently somewhere sailing across the earth, Scorn who is still working on a military compound, or the Mercury team which we imagine would be labeled as multiple symbiotes. We think it would be wisest to assume the worse and they are going after Carnage."

"Probably the smartest idea." Anti-Venom covered Flash. "Alright lets head to Ravencroft."


After a 5 hour drive to Westchester they arrived at Ravencroft. Flash had fallen asleep during the drive and was snoring softly in the passenger seat. Venom felt bad that they had to wake the sleepy head up.

"Flash we're here." Eddie craned his neck and saw armored vehicles outside the building. "Shit I think we are late to the party."

Flash let out a groggy moan and sat up. "Shit"

The twin Venoms ran into the facility, winding through hallways. Much of the staff was unconscious, most likely from the troops.

Eventually they heard screams. They sprinted and when they turned a finale corner the hallway was painted red with blood and littered with corpses. At the end stood Carnage holding up a soldier as they snapped their teeth down on his head. Carnage swallowed his head whole and then turned to look at the group.

"Hiya Pops!"

Venom launched at Carnage and in return Carnage stabbed a few tentacles through their chest. Anti-Venom shot the killer a few times in the head to get them to drop Venom. Carnage jumped back and laughed.

"Well now that's not very polite! Here I was having a lovely dinner date with the Missus before you two rudely showed up. You could at least ask to be invited!" Carnage picked up a half eaten body and threw it at Anti-Venom. "But since you came I can at least give you some left overs! Or maybe you can be dessert!"

The group exchanged blows through the hall, ripping apart the facility in a wave of distruction. They slammed through walls as Anti-Venom rained bullets down on Carnage. Venom and Carnage took blow after blow, both refusing to surrender to the other.

They battled up to the second floor where Venom was able to tackle Carnage through a wall and outside of the building. They landed together with a crack as Venom crushed Carnage underneath themself. Anti-Venom jumped out after in time to see Carnage stab Venom multiple times and throw their body to the side.

Anti-Venom circle strafed over to Venom while raining bullets on Carnage. "Eddie! Eddie can you hear me?"

"We are fine Flash" Venom spat up some blood and got back to their feet.

"Listen fellas its been swell but I have had enough of our little family reunion. So I'm just gonna wrap this up." Carnage slammed down on the ground infront of him and launched a wave of dirt at the two, burying them. By the time they had freed themselves, Carnage was gone and all they could hear was distant cackling in the night.

Venom roared in frustration. Flash cursed but then his attention turned upward as a large spaceship sputtered. It decloaked infront of them. It seems Carnage's wave damaged the haul.

"I think we just found our next lead." Flash said turning to Venom.

Chapter Text

Peter jumped to his feet and readied his fists. He couldn't use Sleeper for this fight they were still recovering. Not to mention Sundance was still pasted out on the ground. He was alone, just him and his wits. Serum pulled his mask back down over his face and shot two web bullets at Peter.

"Kind of unfair don't you think? I'm still in just my boxers."

"Life isn't fair and neither is death Parker." Serum ran at Peter to scratch him with a set of claws.

"I see you use Doc Ocks claw design." Peter grabbed his arm and pivoted, throwing Serum with his shoulder. Serum landed hard on his back but used the momentum to grab Peter and kick him across the room.

"The design is my own. If I was going to fight the symbiote menace I had to fight on par with them. You are weak in comparison." Serum shot a webline and stuck Peter's foot to the floor.

"Well I am you so that's pretty self deprecating Pete." He dodged a few punches Serum threw even though he was stuck to the ground. "You know I've been seeing a therapist lately? You might want to see one yourself. Maybe help you with how clearly insane you are." Peter threw a right hook and cracked into Serum's jaw, blood leaked through his mask. Serum in return grabbed Peter's shoulders and kneed him in the gut. Peter felt a rip crack and he lost his breath. Serum them grabbed Peter's hair and started punching him repeatedly in the face. Peter's body was limp as Serum held him in place.

Suddenly Sleeper produced a head and bite Serum's wrist. They rocked their head back and forth like a crocodile to rip Serum's flesh. Serum let out a howl and aimed his free arm at Sleeper. He had added small flame throwers to his wrists and blasted Sleeper. Sleeper screamed and fell back into Peter.

"I've had enough of you" Serum sliced a long streak across Peters chest. And then another and another. Peter stumbled and held his torso in a clump. Serum grabbed Peter by the throat and slowly lifted him. Peter struggled at his grasp but couldn't pull away.

"Goodbye Peter." Serum spread his claws and prepared to slice Peter's throat out when from behind him Sundance jumped up and sunk his jaws into Serum's shoulder.

Serum let out a yell and dropped Peter to the floor. He turned and blasted Sundance in the face with a small burst of flames from his wrist. Sleeper took the distraction to free Peter's foot. Sundance shrieked and ran over to Peter picking him up and fleeing down the hall.

"After them!!" Serum ordered his troops holding his shoulder.

The troops fired sonics at Sundance and Peter but Sundance was a fast sprinter. They reached a wall and Sundance went to ram through the haul, sonics surrounding them. He growled and snarled in pain as his symbiote pulled away from him but it was still enough for them to bust out of the ships haul.

Peter and Sundance landed outside the ship in the grass. Peter coughed and sat up. "Sundance you alright?"

Sundance coughed "Oh ya never better!" He rolled over and sat up.

Suddenly all the blood in Peter's body ran cold. This was the first time he had seen Sundance without his symbiote. Sundance ruffled his red hair and spat out some blood.

"...What? Do I have something on my face?" Said Cletus Kasady.

Chapter Text

Flash and Eddie watched as the haul of the ship ripped open and out tumbled Peter and Cletus.

"How the hell did he get in the ship so fast? And why is Red white?" Flash asked

Eddie didn't answer. Eddie was already sprinting at top speed to attack Carnage.

"...What? Do I have something on my face?" Said Sundance. Then Venom tackled him. "Ack!"

Venom got ready to pummel Sundance when Peter grabbed his arm. "Wait! He isn't Carnage!"

"What?" Venom growled.

"His name is Sundance, he is from another dimension and he helped Sleeper and me escape."

"Well that would explain why he looks so different." Flash said catching up with the group

"Hi nice to meet cha. I'm guessin' this is one of those universes I was talkin' 'bout where in I'm an asshole right Pete?" Sundance said staring up at Venom's still aloft fist.

"... Ya he sounds even more like a hick than our Cletus." Venom sat lowering their fists.

"That's cus even though I was born in Brooklyn I got moved to foster care in South Carolina. Spent most of my life there. Could you get offa me big guy? " Venon stood and Sundance brushed himself off.

"So you actually teamed up with an alternative reality Carnage?" Flash cut Peter a look.

"Look I know it seems crazy but he saved my ass a few times in the past hour. He's not like our Cletus."

"He also did have full control of me fer a bit and didn't know who I was so that helped." Sundance added

"Ya he had a control collar that was activated by my voice."

"What happened to that? That sounds useful." Eddie said.

"Sadly we had to break it. Serum, the guy trying to kill all the symbiotes, could also use it." Peter said.

"Sad nothin'! Do you how long I've been tryin' to get that damn thing off? This is the first time in years I can do whatever the hell I want!" Sundance laughed and spun around. "We are finally free Sunny! We can finally go home!" His symbiote swirled around him like a white ribbon in the wind.

"Did you just say there is a guy trying to kill all the symbiotes? Is that who's been sending these troops around to capture everybody?" Eddie turned to Peter.

"Yes, they are an alternative version of myself actually." Peter looked ashamed and then broke into coughing fit.

"Peter you doing ok?" Flash went over to him.

"I have a concussion, a broken rib, and several large laceration but otherwise I'm good." Peter gave a thumbs up

"Where's Sleeper?" Venom rumbled with concern and anger.

"No worries Pops. Sleeps is fine they drugged 'em but its wearin' off slowly." Sundance said

"Don't ever call us Pops" Venom snapped.

Sleeper popped a small woozy head out of Peter. "Hi parents."

"Sleeper!" They ran over and stroked their child with a gentle claw. "Thank God you are ok."

"I should be good enough to fight now. Sorry I left you by yourself for so long Peter." Sleeper started healing their host.

"Hey that's fine buddy. I'm just glad you are alright."

"Hey guys. Looks like we got company." Flash reloaded and Serum came out of his ship along with the rest of his troops.

Serum cracked a crooked smile "This is always my favorite part. The part where I get to kill you, Venom. It never gets old. First I take everything you love, your friends, your family, your disgusting spawn. I take away from you everything you took from me. Then at your lowest point I give you the mercy you never gave me! Death!"

Venom recoiled and put their arms infront of the group. "You can kill us but we will never let you hurt innocents!"

"Peter you have to stop this!" Peter said "This isn't right! Your Venom may have been a monster and mine was too but they are getting better! I've seen it myself. They work hard every day to be better and help others. Their friends and family are innocent Peter! Spider-man wouldn't kill people. Uncle Ben wouldn't want this."

"Uncle Ben would have wanted justice! To see the world be a safe place and I am doing that by purging it of evil! Venom ruined my life. Now I'll ruin his!" Serum spat back. "Kill them all!"

All the troops and the ship opened fire on the group. The symbiotes did their best together to sheild their hosts and strafe to cover. Sleeper was well enough now that they could suit up Peter and he shot a few trip wires at the troops feet. Sundance and Venom landed in a crowd and started to cut men down. Anti-Venom covered from behind with a rain of fire. Peter was about to set off his trap when Serum came up next to him suddenly and punched him in the face.

"You know I love killing Venom but I think I'm going to have just as much fun killing you!"

Chapter Text

"Ready for round two already?" Peter said. "Alright bring it on my evil twin!"

Peter lunged at Serum. With Sleeper's help he was able to move much faster than before and hit Serum's throat with his forearm. Serum fell back but kicked off the ground and his foot connected straight into Peter's jaw.

Peter strumbled back and steadied himself. Serum wasn't giving him any time to breath though and starting shoot flames directly at him. Peter danced out of the way and shot a web line onto Serum's chest, ripping him forward. He didn't even try to break free instead he took the next punch from Peter, shoved his wrist right under Peter's chin and fired.

Sleeper shrieked and pulled Peter away. Serum chased after them and landed a flurry of blows on Peter. Peter stumbled and fell. Serum lit him up and Sleeper fled Peter's body, snaking off into the grass.

"See! Look it's abandoning you! They are horrid creatures. They love no one and only take! You know nothing about it and its tricks. You are an idiot Peter. And idiot I will gladly purge with them"

"You're wrong! I know a lot about Sleeper. They're my partner they've stood by me for the past 3 months and been my best friend. I trust them with my life!" Peter said

"Enough!" Serum raised his hand to strike Peter when Sleeper wrapped around Serum's head from behind, bonding with him.

"Don't you dare hurt him!" Sleeper screamed inside his skull.

Serum roared and ripped his claws at Sleeper. "Get off of me to filthy parasite!"

"Shhh its ok now. You can rest. I know exactly how to handle genocidal maniacs like you."

Peter watched as Serum screamed, convulsing violently before finally going limp.

"Well that was...horrifying. Sleeper did you just lobotomize him?"

Serum's neck snapped up and his eye glazed over, turning a red shade before Sleeper's symbiote form wrapped around him. "I can see into his mind now Peter. He was a very broken man, not much makes sense in here. We either were going to have to do this or kill him."

"I can't believe that there has to have been another way!"

"Peter he was going to kill you. He was going to keep trying to kill you even if it killed him. I can see it in his thoughts! I would do this to him a thousand times if it meant saving you."


"You are my first true host Peter. That bond is sacred." Sleeper gently held Peter's hands. "I don't see you in a romantic light like my parents see each other but, you are extremely special to me. No one is ever going to take you from me if I can help it. Even if you aren't my current host, you and I are connected."

Peter sighed and then pulled Sleeper into a hug. "I 100% don't approve of this but I understand."

Sleeper purred and nuzzled into Peter's arms. "I love you Peter."

"Love you too buddy."

The soldiers saw their leader was down and most of them surrendered. Peter and Sleeper regrouped with everyone.

"Sleeper? Again?" Venom was exasperated.

"Well I mean what else was I to do?" Sleeper shrugged.

Sundance almost fell over laughing. "I have wanted to kill that bastard fer years but this! This is so much better. My baby brother eats his rotten insides out and is wearin' em like a meat suit! I love you so much lil' bro." Sundance tackled Sleeper before he could react and put him in an affectionate headlock.

"This is too weird." Said Venom. "So you actually got along with Sleeper back home?"

"Did with you too. We worked as a team though one day I went back to New York to visit my mother in the hospital and when I can back, both of yous was dead. Its amazin' that yer personalities are so similar to the ones back home but I'm the one that's different."

"Ya I can't imagine this at all." Venom pitched the space between their eyes.

Sundance laughed. "Only other different was you was white like this guy" he pointed at Flash " and Sleeps was white with neon blue. We hung out with the Avengers on occasion and helped Spider-man at times. We were a shunned team but we got by." Sundance looked at the ground for a moment. "Stupid idiots... gettin' killed that easy."

Everyone was silent for a moment and then a large rumble came from Ravencroft behind them.

"I don't like the sound of that." Said Peter.

The walls of Ravencroft burst outward and red tentacles sprung from within as a writhing mass.

"Oh good God its Carnage." Venom said

"He must have snuck back into Ravencroft to eat everything left behind. We where too busy to knowtice!" Flash reloaded and grabbed a sonic riffle from a fallen soldier.

"Ok I gotta know." Sundance walked infront of the group and pointed at the elderitch entangled building. "Is that me?"

Everyone nodded.

"Oh... oh ho... ha ha ha HA HA HA!" Sundance bent over laughing. "Oh this is fantastic!" He turned and started running at Carnage.

"Sundance what are you doing!" Peter shouted.

"What does it look like! I'm gonna go kill myself!"

Chapter Text

The team rushed the building as towering tentacles slammed down on then. Each shot a web line and slowly climbed up the monstrous symbiote.

"Well look here! More snacks!" Carnage attacked the remaining soldiers on the ground, scooping up a few and dropping them into his massive mouth. He went for a second handful when a large blade shot through his arm. Carnage reeled and turned his attention to Sundance.

"Hey good lookin'. My name is Sundance and I'm you! I'm gonna waste ya now!" Sundance threw a few more blades straight at Carnage's eyes.

Carnage knocked the weapons away. "You're me? Ha! You're nothing but a watered down knock off!" Carnage grew a row of needles and fired them rapidly at Sundance. Peter webbed Sundance's chest and pulled him away.

"I could'a handled that." Sundance pouted.

Sleeper began climbing Carnage's back slowly, their plan was to reach his head while the rest distracted him. Venom and Anti-venom climbed up tentacles. Venom slashing and biting his way through while Anti-Venom fired into his mass.

"Peter throw me at his face!" Sundance said.


"Come on Spidey we don't have all day. Throw me at his face!"

Peter used the webline to swing Sundance around before releasing him at Carnage's face. Sundance made blades and slashed straight through Carnage's from teeth into his mouth.

"Oh shi- Sundance!"

Carnage chackled. "Nice going Web-head! Thanks for the meal. I must say I was delicious!"

Carnage's chest rumbled and bit and Sundance bursted through, biting and eating pieces of Carnage.

"Ugh! Stop that its annoying!" Carnage clawed at his chest and Sundance ducked back inside his body. "Get out of there you little shit!"

Sleeper was right behind Carnage's head and started producing pheromones to make him sleep.

"Make me you oversize tomato!" Sundance ducked in and out of Carnage, slicing his inside apart.

Carnage stabbed a hand through his chest and ripped Sundance out of his body. He started crushing Sundance with bladed fingers. Sundance let out a few whines, trying to get free as the blades dug into him.

Venom and Anti-Venom landed on Carnage's hand and started to pull at his fingers to free Sundance. Tentacles came out of Carnage's hand and started repeatedly stabbing them. Peter landed next and was able to pull Sundance out.

"Sorry Pete... not my best idea" Sundance was having trouble breathing and blood was pouring out of him.

"It's ok you did your best." Peter replied.

Carnage snapped his hand and sent the group plummeting towards the ground. Peter grabbed Sundance to protect him as they all hit. Carnage lifted a foot to step on them when he stumbled. The towering symbiote wobbled and then fell backwards onto Serum's ship, crushing it with his unconscious body. Sleeper landed next to the group.

"Are you guys ok?" Sleeper yelled to them

"That...was my ride home..." Sundance curled up in a ball as his symbiote healed him.

"Oh, sorry." Sleeper said offering Peter a hand up.

"We are fine" Venom stood up and went over to Sleeper to hug them. "Good job taking him down."

Peter sighed and looked at Flash.

"I'm ok I just am so tried I don't want to stand." Flash said pulling out his cell. "Hey Steve? This is Flash. We kinda made a giant mess at Ravencroft and we need containment for a four story tall Carnage." Flash nodded into the phone and then hung up. "Avengers are on the way."


Eddie, Flash, Peter, Sleeper and Sundance all sat in a row with shock blanket as the sun rose. The Avengers told them all to rest while they handled Carnage who luckily had turned back into normal sized Cletus was being detained.

"Ya know... nothin' is really waitin' for me back home. A mother who hate my guts and an the graves of my family is all that is left. Do ya think y'all would mind if I crashed in this dimension?" Sundance said pulling his blanket tighter.

"I don't see a problem with it. We can register you like we did Miles when he came to this universe." Peter said.

"You were very helpful taking down Carnage we might need you again." Said Flash.

"Oh boy our universe now has two Carnages." Eddie said leaning on a hand.

"Hey now, just you wait Eddie. I'm like cancer baby, I grow on ya!" Sundance smirked at him.

Eddie scowled and Sleeper laughed. "We might want to change your appearance and name though so you are different from Cletus."

"Call me Butch then"


"Ya like Butch Cassidy and the Sundance Kid."

"That is surprisingly clever for you." Eddie said.

Butch stuck out his tongue at Eddie.

The Avengers did a last medical check on the group and started to take everyone home. By the time Peter knocked on his front door it was the middle of the afternoon. MJ opened the door and wrapped her arms around Peter crying.

"Sorry I couldn't take you on that date MJ."

"I'm just glad you are safe and home Tiger" MJ buried her face into his neck and squeezed him like he might disappear.

"Ya, good to be home." Peter kiss her cheek gently.

Chapter Text

Peter and MJ where finally on their date, though they both missed having Sleeper with. Sleeper and Butch now both living with Eddie in Sleeper's ship until they found a new house or apartment. It turns out Butch actually had his life somewhat together before Serum kidnapped him. He had worked as a chef before and luckily was able to find a job pretty quickly. Sleeper called Peter and MJ almost daily to give them a full report. While they were at lunch they actually got one from them.

"Hey Sleeper whats up?" Peter said as he set the phone to speaker.

"Oh my God, Butch is insane."

"Well... he is Cletus Kasedy technically so, yeah thats to be expected. But what did he do?" Pete said.

"Ok so you know how we told him to change his appearance so he didn't look like Cletus? I meant dye his hair or something. Well he took it as 'better take a butchers knife to my face'! He is fine now but I need a drink."

"Did he seriously try to give himself a scar?" Peter asked

"Yes! He said we would match!"

"Well that's sweet of him if not extremely unhealthy." MJ said.

"He doesn't want to dye his hair because he says its one of his favorite things about himself. We are thinking of just letting him continue to grow it out long and maybe see if he can grow a beard."

"No beard! I'll look like a homeless man!" Said Butch in the background.

"Butch at this point you still look identical to him!"

"That's why the scar was a good idea!" Butch shouted

"Maiming yourself is not a good idea!" Eddie said.

"Why I'm not doing that!" Butch sounded flustered.

"What Sunny say?" Asked Sleeper.

"She said I should start cross dressin'. I would not make a pretty girl shut up!" Butch argued with his symbiote.

"...You know with a little work and make up." Sleeper pondered.

"NO!" Butch screamed. "Hey wait. Sunny you bitch! Stop it traitor! ...Well shit. I do actually look good."

A roar of laughter was heard on the other end of the phone and Peter was sent a phone of Butch in a 50s style red and white floral dress. His hair done up in a matching style. Sunny had also given him make up that actually past him off a pretty convincing woman.

"So do you think this is acceptable?" Eddie said still laughing.

"I mean I'd have to give a helluva an explanation at work. Also I hope you all realize you've turned me into Buffalo Bill." Butch paused. "I'm actually way more comfortable like this than I ever thought I would be. But I'm not ready to explore that part of me yet I'm still adjusting to life ina new dimension. Maybe on the weekends for fun but every day no. Sunny turn me back!... Thank you luv."

MJ looked at the photo. "Damn I wish I could get that dress. Do you know how hard it is to find a red dress that goes good with red hair?"

"Butch we should do drag shows!" Sleeper sounded excited.

"Ah yes the brothers in drag. We would be a helluva a site considering you have only one freakin' eye."

"We are tough drag queens!"

Eddie was cracking up in the background of the call.

"Sleeps you gotta think of a cool story to tell people 'bout how you lost that eye! Like you where knife fightin' in Jersey!" Butch said.

"No I'll think if something better than that. Like I wrestled a bear or something."

"Pete, MJ, are we holding you two up on your date with this nonsense?" Eddie asked.

"No I enjoy these strange calls from Philly." MJ said.

"You guys talk to Flash lately?" Ask Peter.

"Ya I still work with him, he is doing good. He says he hates the cold westher fronts through because they make his legs hurt." Said Eddie.

"We are all still meeting up for another Giant's game right?" Peter added.

"Ya we all got our tickets. Flash is excited. Can't wait for that and Thanksgiving."

"This is the first family get together I've ever gone too that I imagined won't end with me getting a beatin' so I'm excited." Butch said.

"Didn't your old team celebrate holidays?" Sleeper asked.

"No not really. They were a bit too painful fer Eddie and me and you just didn't care. We usually just spent the holidays in together with a pizza or something and tried not to think of bad memories. One time Eddie and I tried to drink the pain away and it ended in us both naked and fightin' on the roof until we both broke down sobin' in each other's arms... it was a weird Christmas."

"Well I hope this will be a pleasant holiday for everyone. No naked rooftop fights." MJ said.

"Butch you best behave yourself. We are going to Peter's Aunt place so be on your best behavior!" Eddie barked.

"Right right Pops I can behave myself... actually maybe I'll bake something to bring." Butch started to mumble ideas to Sunny. "Pete your Ol' Lady like cheese cake?"

"I'm sure she does." Peter laughed.

"Alright I'm makin' New York style cheese cake then fer Thanksgivin' 'less I thinka somethin' better."

"Sometimes I have to stop and remind myself that I'm not having some weird fever dream when I watch you Butch. We really have to change your appearance I'm never going to get used to the image of Cletus Kasedy in a little apron baking a cheese cake."

"Maybe I should have Sunny dress me up like a house wife again when I make it."

"No I need that image in my head even less."

"Now know how I felt when you sent me those pin ups of the symbiote Brock!" Laughed Peter.

"Oh I know." There was a pause and then another image sent. Butch had braided his hair into a long fishtail. "I don't think yer Cletus would ever wear his hair like this. I'll think of somethin' else to do as well but this is a start."

"Peter you better finish your date with MJ. I wish I got to see the show with you!" Sleeper said.

"Maybe next time buddy. Talk to you guys later." Peter said

"Bye!" Came a chore of men and they hung up.

Peter smiled and put the phone away. "MJ do you ever get tried of all this?"

"Yes. I do every time I have to worry about you. But the friends we've made I don't regret. I'm glad you gave them all a chance." She said

He chuckled "I think I have to agree with you on that. They are strange, crazy people, but they make terrific friends."