Disclaimer: I don't own Spider-man or any other references made in this fanfic. This was made for fun and I am in no way gaining any profit from it.

Chapter 1

(Black Sea)

Where am I?

What happened?

Why does my body feel numb?

The last think I remember was stepping out of the move theater with my friends after watch Avengers: Infinity War.

How did I get here?

I can't see anything?

Wait! What was that? It looked like an outline of some building, but they are way too tall.

Ah! Something touched me! What was it!? Where is it!? It feels like a giant hand?

Gross. I can feel something in on my tongue. Is this garbage? Where the hell am I?

AHhhh! I can't feel my body anymore! Help! Someone! Help me!

"HELP ME! PLEASE ANYONE!"

What was that? It sounded like a girl's voice.

Wait a second, I'm starting to see more outlines. Are those people? They're huge! Are they giants!?

Oh no! Why can't I control my own body!? What is happening!? Argggghhhh!

(Scene Break)

Mary Jane strutted barefoot down the illuminated street, occasionally stumbling into things on account of her inebriated state, a pair of red heels dangling from one of her hands. It was just past 11; the sun had set some time ago and the streets were beginning to clear.

She looked like she had finished coming from a party. Her long red hair was disheveled from dancing, the nice black dress had a couple beer stains, and the normally vibrant green eyes were half lidded from the small buzz she was feeling.

"I better get back, or else Aunt Ann will get worried," she said out loud before kicking a small pebble that lay next to her foot, sending it a small distance in front of her before kicking it again when she got close.

She kept this little game of kick-the-rock for several blocks, before misjudging the distance and causing the pebble to fall into a storm drain.

"Tch."

Looking around, she noticed that she didn't recognize where she was, although that wasn't surprising since she had only arrived in New York two days ago.

Looking at her wrist, she looked at the barely illegible letters printed on the smooth white skin. First rule of partying: always write your address on something you will remember.

Seeing a gas station across the street she made her way to the light stop and waited for the light to turn green so that she could cross.

As the light turned green, she couldn't help but recall someone with bright emerald eyes. For just an instant the light stop was replaced with the tear-filled face of her sister Gayle.

She shook her head of such thought, momentarily pushing the guilt she felt, before making her way to the well-lit convince store. The whole reason she had left was because she didn't want to think with such depressing matters.

Stepping inside the warm store she walked around for a bit, getting a pack of gum and an ice coffee. Walking to the attendant, a goth girl with short black hair and a lib piercing, she smiled at her and placed her things on the counter.

The cashier looked bored out of her mind as she rang the things before turning with an exhausted tone, "It's going to be $ 4.69."

MJ reached into her bra and took out a five-dollar bill before giving it to the cashier. The girl didn't even bat an eye as she took the money before handing her the change.

"Hey, do you know where this place is, I'm a little lost," Mary Jane asked showing the girl the address on her wrist.

"Let me see," the girl said with a sigh. "You go five blocks down from here, then you take a left for another three."

"Thanks," Mary Jane finished as she walked out of the store.

She noticed a group of men squatting down by the side of the convivence store, but beside giving them a cautious look, she walked on.

She took sips of her ice coffee, she hopped it would be enough to hide the smell of alcohol on her breath. The last thing she wanted was to cause her aunt any more trouble. She knew that she didn't make it easy just showing out of the blue, pleading to stay with her. Anna Watson being the saint she was, didn't even sound angry when she received a phone call at three in the morning from Mary Jane, telling her that she was at a bus stop. When she finally got the full story of what had happened, she was more than happy to help out her niece, welcoming her with open arms and even promising to enroll her into the local school, provided she took a placement test first.

Mary Jane let out a frustrated sigh, if only her older sister had listened to their mother then maybe things wouldn't be so screwed up.

Gayle had married her high school sweetheart, despite both her and her mothers protest, and then got pregnant right away. Her husband who was only 19 at the time had left her shortly after, unable to throw away his promising life for her or being a father at such a young age.

Mary Jane was forced to suffer as her sister would cry days on end about the coming due date all the while complaining about how her husband ran out on her. Worse was that their mother had to be admitted into a hospital, when she collapsed one day. The doctors had diagnosed her with cancer. Their father was absent throughout all of this as, neither one of them had seen him in several years, and neither one of them wanted to be the one to tell him.

Back when they were all one (mildly-happy) family they were required to move constantly because of her father's teaching job. He believed that he would go on to be the next great American author, but anytime someone would criticize him he would get frustrated when his own lack of talent. During one particular bad day, he had struck Gayle across the face in a fit of anger. That had been the first time he had ever expressed his anger on them, but their mother did not want to risk a second. The next time he was out of the house their mother packed their things and they went to live with a relative, the only thing she left behind were papers that said she was filing for divorce.

They hopped from relative to relative until an uncle of hers offered them a place indefinitely, provide they paid the rent of course. Mary Jane tried to make the most of this, easily making friends with everyone at her school but never becoming overly attached, not knowing when she would need to move again.

So itt was with a heavy heart that she was forced to see as her mother slipped away, and her sister entered a state of depression shortly after giving birth. When their mother finally did pass on, Gayle had been expected Mary Jane to stay and help in taking care of her kids, but MJ just couldn't. She was just 17, she refused to be trapped like her mother, so she had bailed and called the only person she knew would always have her back.

Aunt Anna was great, she was funny and understanding. The only thing that Mary Jane didn't like, was how her aunt kept trying to set her up with her friend's nephew, something she had managed to avoid for years. Although seeing as they would be neighbors from now on, she new that she couldn't put it off forever.

The teenage girl was so lost in her thought that she didn't notice the group of men from before silently walk behind her.

She didn't have time to scream as a dirty hand covered her mouth and she was dragged toward and empty alleyway kicking and screaming.

She flayed her heels around trying to hit the man holding her, but it was brushed off easily.

"Shhh shhh shhh. Careful now baby, we don't want to get too rough now. Hahaha," a rough nasally voice whispered in her ear. She could smell the stench of alcohol come from his unwashed mouth. The young red-head heard the group of men laugh.

With wide panicked eyes Mary Jane bit the fingers of the man hard enough to draw blood.

"Ahh! You bitch!" the man shouted as he threw her away holding his hand in pain.

She was sent stumbling onto the ground, scraping her hands and knees. She winced in pain but quickly turned around to face her aggressors. There were four of them, all easily bigger and eyes full of lust.

Backpedaling she hit the green dumpster, she felt a lump in her throat as they drew closer. Her heart was beating a mile a minute almost to the point where she thought she might be having a heart attack.

Using the dumpster as support she climbed to her feet with unsteady legs looking at them with fear.

She threw her shoes at them and tried to make a break for it, only for one of them to easily cross the distance and grab her by the hair when she had her back toward them.

"Ahh!" she screamed as she felt her hair being pulled by the roots.

"Well fine, if the little bitch wants it rough, who am I to say no," the man said as he yanked at her hair.

They closed in around her, cutting all forms of escape.

"Please no. Please don't do this," Mary Jane begged them when she saw the man that she had bitten start to unbuckle his pants.

The man paused in undressing before motioning to his friend to let her go, which he did reluctantly.

She thought that maybe they would let her go, but just as she was beginning to get the first rays of hope, the man backhanded her into the dumpster. She hit her head on it's metallic surface hard enough to make her head ring. Crumpling to the ground once more she looked at the men with terror filled eyes as she touched her cheek with her hand and noticed some blood. She felt her lip get cut and one of her nostrils was bleeding.

"Now Jim, whatcha gone and done that for. She's has a real nice face, why you have to mess it up," one of the men said.

Jim as he was called began to unbutton his pants again, "This little whore needs to learn her place."

Mary Jane was dizzy from the hit to the head but somewhere in the back of her mind she knew what would happen next. They would hold her down and take turns raping her, maybe even kill her to leave no witnesses, she'd seen enough newspapers report to know how things ended.

She must have gotten a concussion because she couldn't hear what else they were saying, as if she was underwater. Her vision grew blurry and her eyelids began to droop.

As they argued on who would go first, Mary Jane idly noticed a puddle of black slime leaking from the dumpster. It begin to pool around her and it must have just been her imagination because she noticed it begin to crawl toward her before attaching to her hand.

"I already told you, I go first since this was my idea," Jim said angrily as he glared at his friends.

"Tch, fine"

The hulking man turned to his corned pray with a leering smile, "Oh, I'm going to enjoy breaking that sweet cunt of yours bitch."

The last coherent thing that Mary Jane saw was a grim covered hand reach out to her.

'Help me! Please anyone!'

(Scene break)

Mary Jane woke up with a start, her heart beating uncontrollably as she began to look around.

She let out a breath she didn't know she was holding as she noticed that she was in her room. The spare bedroom that Aunt Anna had said she could stay in.

She hugged her legs to her body as she tried to remember what happened. She remembered getting cornered by those men and knocked to the ground. The next moments were like a blur, all she could remember were flashes of screaming, flashes of large white teeth, of massive clawed hands, of countless black tentacles that could pin full grown men to the ground with the outmost easy.

But then she remembers the blood. So much blood, as if someone had dumped three cans of red paint on the surrounding walls and floor. She received more images of gruesome scenes, of men being ripped apart limb by limb until they were little more than piles of meat.

She started hyperventilating before she knew it and it took her a moment to calm herself down.

Getting out of bed, Mary Jane headed toward the private bathroom connected to her room.

She had just stepped through the door when something caused her to hold her breath. The sink was absolutely covered in blood, and there right on the counter was a severed finger. It had a gold ring on it that she recognized from one of the men that tried to ra-.

She screwed her eyes shut in pain, she had been so close to being-

Mary Jane couldn't continue that thought as she felt pile raise up her throat. Without a second's thought she kneeled in front of the toilet and emptied her stomach.

She continued until she was only dry heaving and even then, she refused to get up, openly weeping as she hugged the toilet. Horrible ideas of what could have happened bombarded her mind in a never-ending cycle.

It felt like forever until she had the strength to climb to her feet. She looked into the mirror above the sink, trying her best to ignore the finger.

She was still dressed in her black dress, and a quick inspection showed that she was still wearing underwear, so it was unlikely that she was raped. She didn't think those monsters from before had the curtesy to leave her clothes intact.

Astonishingly enough she found that there was no bruise where the man had struck her, only smooth white skin. She noticed that her lip was perfectly fine, and the back of her head didn't hurt.

"What in the world, I'm sure he hit me hard enough to at least leave a bruise," the redhead said with wide eyes as she continued to inspect herself but found nothing that could even hit at the event of last night.

Gulping a little she finally decided to confront the elephant in the room. She turned to the finger innocently sitting on the sink. Taking a deep breath, that did absolutely nothing to calm down her nerves, she went to reach for it but just as she was about to touch it, a large horizontal mouth formed on the front of her dress. It opened it's large jaws, showing two rows of large triangular teeth and a long winding tongue that shot out and grabbed the finger before retreating back. Now that it had it's prize the mouth melded once more to the dress, looking as innocent as ever.

"WHAT THE FUCK!" Mary Jane shouted in panic, before immediately trying to take off the black dress.

She managed to raise it above her head when it suddenly dissolved into a mess of goo that slipped between her fingers and onto the tile covered floor. A second latter and the red bra and panties she was wearing also dissolved and joined the black puddle.

"What? What?! WHAT?!" she shouted as she backed away from the clothes turned puddle, until she was inside the shower. Quickly grapping the detachable shower head, she pointing it at the puddle like so sort of gun.

The puddle just sat there, an occasional tentacle the size of a spaghetti noodle swaying in the air before merging back again.

Mary Jane didn't know what to do, she was kinda out of her loop when her dress not only became goo but also started eating people.

"Ohh (gulp). Okay Mary Jane you can do this, just think calmly," she told herself as she proceeded to have a staring contest with her dress, a hard task to anyone seeing as it had no eyes.

It must have been fifteen minutes before she was able to calm herself. Looking at the shower head in her hand she nervously turned it on then aimed it at the puddle to see how it would react.

As soon as the cold water hit it, it began to squirm as if it had been electrified and it began to run around in circles, bumping into everything before slowing down again.

Still safely in her shower, MJ sprayed it with water once again, getting the same reaction as before. The way it moved around the room reminded her of a headless chicken. She tested it again and again before she finally concluded that it was in fact blind, or at least had really bad vision.

Looking at the door separating her room and the bathroom on the other side, currently blocked by the weird slime thing, she thought of a way to escape.

'Come on Mary Jane, you can do this,' she thought as she tiptoed out of the shower completely naked.

She managed to make it halfway there, having to avoid the occasional tentacle that came too close.

Just as she was going to step over it she heard a knock coming from outside her door.

"Mary Jane, dear, are you up yet? You promised that you would accompany me next door for tea with May," Anna Watson said in a gentle voice.

'Oh shit!' she screamed internally. She couldn't let her Aunt see … whatever it was. She just saw it eat a human finger, what if it was still hungry, she didn't want to put her in danger.

"Honey are you alright?"

Seeing that she had no other options she shouted a replay while trying to leap the rest of the distance and into the safety of her bedroom, "Yes Aunt Ann! I'm taking a bath!"

The slime however turned out to be faster than it had let on as it sent a tentacle in her direction as soon as it heard her. She was still in mid jump when a single strand managed to wrap around one of her ankles, causing her to trip and fall to the floor.

"Okay dear, I'll wait for you in the kitchen," Anna said from the door as she walked away.

"Ooph," Mary Jane said as the air was pushed out of her lungs.

She felt the weird slime begin to engulf her legs little by little, trapping her under a web of interweaving tentacles. "Oh crap," she said sitting up slightly as she tried to back away while hitting the slime and trying to peel it off.

"OH!," she said with wide eyes as she felt the mass of slime encase her lower body, caressing every inch of her body like a second skin, and she meant every inch. She felt it squirm against her skin, the occasional stray tentacle brushing against her entrance as it managed to capture even more of her body, sending an electrifying jolt each time.

It only took a couple of seconds for it to completely cover her entire body from her neck to her toes.

'So this is it. Buck naked on the tiled floor of my aunt's bathroom, didn't really think this was how I would go. Wish I had at least something decent to wear' she thought miserably, sure that she was seconds away from being eaten.

The wiggling stopped suddenly before shrinking until it formed a small thin layer of black goo on her body that looked like black body paint. Then it suddenly turned white and grew outward until it formed a beautiful cotton dress with spaghetti straps.

Mary Jane froze unable to comprehend what had happened. With trembling fingers, she touched the fabric and noticed that it felt exactly like cotton. Unsteadily she stood up, leaning against the sink for support.

"How did it-" she began before lifting the hem of her dress to check something. "I guess it doesn't provide underwear every ti-eep!" the startled red-head yelped as strands of black tentacles began to cover her nether region before transforming into a pair of white cotton panties.

"Shit! Can it understand me?" she thought out loud.

She waited for a couple seconds to see if it would do anything else, growing relieved when it seemed liked it didn't plan to eat her.

Maybe it was the shock or something, but MJ couldn't help but wonder, 'Can this thing turn into other clothes? I mean it was disguise like the dress from last night so it only fair that it can turn into other things.'

No sooner that she thought that did the clothes begin to morph once more, changing into different colors and textures until it settled into a pair of ripped jeans and a black shirt.

"Okay?" she said raising an eyebrow. She picked at her shirt for a moment before commenting, "Black really isn't my color, what about yellow?"

Once again the slime reacted as it turned into a tight fitting yellow t-shirt that left most of her flat stomach exposed. "How about a jacket?" she challenged, watching as a denim jacket grew over her shirt, an exact copy of the one she had in her closet, even down to the missing button at the bottom. "Alright, I know I should be freaking out, but this is pretty cool."

"What else can you do?" she whispered to it.

If she was expecting some sort of answer she wasn't getting it. Looking at the state of her unkept hair she went to reach for the hairbrush but before she could even touch it, her hair magically straightened out. "Wow."

Deciding to test a growing theory, she closed her eyes and mentally thought of her having her hair done in a pony tail. MJ opened her eyes, only slightly surprised to see her red hair now in a pony tail, "Nice. Instant hairdo. Am I somehow controlling it mentally," she asked herself. She concentrated once more trying to do something else and succeeded in calling forth a thin black tendril from the palm of her hand that moved in whatever way she wanted it to, making form random litters and pictures.

Then she remembered yesterday, when she was nocked down by those horrible men, there had been a puddle of black liquid on the ground next to her.

The slime sensed her mood suddenly darken and instinctively acted to protect her. In an instant it transformed into a black body suit that looked like spandex, her hands turned into razor sharp claws, and two large tentacles with barbed tips that looked like teeth extended from her back moving back and forth looking for any type of threat.

Mary Jane wasn't dumb she could put the pieces together. "It was you. You were the one to protect me from those men yesterday. But why?" she asked it slowly.

It didn't respond other than tighten around her for a brief second as if it was trying to giver her a hug, as a single one of those tentacles stroked her cheeks in a calming manner.

"I-I-I … thank you," she whispered and for the second time she let the tears that she had been holding back spill.

She crumbled to the ground. What they would have done to her if the slime hadn't protected her. They would have used her and left her in that dark alley or killed her, and frankly she didn't know which was worse. She unleashed all the anguish she felt at that moment, the feeling of helplessness back then. MJ felt scared, angry, weak, relieved, and a dozen different emotions she couldn't quite describe.

It took her a couple of moments to compose herself again, wiping the tears with the back of her black covered hand.

Her eyes were puffy from crying, "How am I going to explain this to Aunt Anna? I don't suppose you can do something about it."

In a fraction of a second her eyes returned back to normal, showing no signs that she had been bawling her eyes out just seconds ago. "So you can fix that too. What else can you do?"

The slime didn't say anything, but a tentacle did form into a question mark showing that it didn't know either.

"Mary Jane are you almost done, dear."

Still looking at herself in the mirror she called back, "Yeah, I'm just getting dressed."

"Okay dear."

Mary Jane heard the footsteps grow distant. "Not that I don't dig the look, but I don't think I should show up at my neighbors with just this, it kind of leaves nothing to the imagination if you know what I mean."

Her suit morphed into a pair of blue jeans, a dark red sleeveless shirt, and a pair of flat-top sandals that she had been eyeing yesterday at the store.

"I guess this means I don't need to shop for new clothes anymore," MJ said as she thought of all the clothes she could wear now, without having to buy them. Pulling the waistband of her jeans outward she noticed something missing, "Nice try but you missed something again. Guess you're not so great-Ah!" She was cut off as a black thong formed underneath her jeans before hiking upwards, biting deep into her pussy. "Sheesh, take a joke, and be careful with that, I'm still a virgin, kinda want to keep it that way," she scolded it lightly.

The thong dislodged itself from her inner folds and formed a set of normal bra and panties.

"So I guess this means we're stuck together for the time being," she stated petting her pants leg. She got her response as strange a mixture of a gurgle and a purr, that unknowingly sent vibrations right into her crotch. Her legs nearly buckled in the unexpected stimulation before she gave it a bewildered look, "Oookay, we'll need to explore that little bit later. But for now, we really should head downstairs or else Aunt Anna will get worried."

(Black space) Symbiote POV

The place I was in had changed. It was like I was standing on an endless sea of black liquid, except its surface was perfectly still and every time I moved it only made the slightest ripples. The sky, if there even was a sky, was still completely black looking like what the universe would be like if stars never existed.

It was only after this that I felt something form next to me. It was a giant glowing ball that looked like a miniature sun, it gave off a warm golden light that helped to illuminate the dark.

For the first time I could finally see myself. My body had turned into what looked like black goo almost as if it was constantly melting with my feet merging with the sea. I looked at my hands in horror, but I didn't have even have time to think before the mini-star gave off a powerful wave of light.

I tried to shield my face but it was for nothing because while I felt my body grow heavy, I began to feel light headed. Then I was pushed away and I felt myself transform into a equally large star, leaving behind my goo like body that fell to the floor like a marionette that had its strings cut.

Now that I was a floating ball of light, the sun from earlier extended what felt like a hand made of energy. I tried to run away but it was useless, the hand grabbed a hold of me and I was bombarded with images one after another in rapid succession. Memories not of my own began to invade my mind, and I had to fight to not let it corrupt me.

One name sprung up multiple times during these flashbacks, and I could finally tell who's mind I was seeing. Mary Jane Watson.

As I was being download more and more of her memories, I was dimly aware of her mind trying to influence my body.

Then I was seeing from her point of view. I saw as she was slowly being engulfed in a black goo, which I now recognized as my body, just as the man was reaching for her.

I felt her mind slow down, from what I could tell she had lost consciousness.

I wanted to scream, I wanted to help her but I was nothing more than a glowing ball of light and my body was only a pile of goo.

It was then that I felt it, an animalistic presence coming from all around me. It felt as if I was being hunted by a pack of lions that were hiding in the shadows.

Mentally gulping I felt something start to invade my thoughts again, but this time there was no thought, only instinct. The golden sun that used to represent Mary Jane's mind now turned into a crimson ball of light that leaked malicious intent.

[Survive]

[Kill]

[Survive]

[Eliminate]

[Survive]

My vision gained a red hue.

I saw as Mary Jane's/ my eyes shoot open and she/I grabbed her assailants hand in vice like grip before he could even touch her. She/I then proceeded to crush it in her/my hand until bone fragments poked out of the skin and the hand was reduced to mush.

I heard as the man screamed and fell backwards holding his useless hand.

The worst part was that I felt as if I had done it. Not just the act but also the intent as if I wanted to make them pay for what they had done to her/me.

She/I stood up, as if we was sleepwalking. My 'body' had finished bonding with her at this point and I saw as if formed a protective armor around her.

She/I leaped at then like a wild animal. Tentacles exploded from her/my back, grabbing them and tossing them around like children.

A giant mouth formed on our stomach, tearing chunks of flesh from the screaming men, but only I was forced to feel the crunching of bone, the grounding of flesh, the metallic like taste that was distinct to blood.

Our hands became giant claws that were strong enough to rip limbs and sharp enough to gut them in a single swing.

I was forced to watch as she/I killed them, never being able to do anything but that. Then it began to eat the remaining bodies, licking all the blood that was splattered on the walls and floor. Everything it consumed appeared in the dark world, floating just above the water's surface.

In seconds we returned to MJ's original look, her mind returning back to it's golden hue no that it was no longer in danger.

Despite not having a body, I felt exhausted, my mind trying to cope with what had just happened. I took control of her body and walked it out of the body, even as I felt myself begin to weaken.

I didn't know where I was heading, but her mind was quick to provide the answer. Just as I was leaving, I stepped on something. Looking down I saw it was a severed finger that had managed to survive my crazed feeding frenzy. I felt myself want to throw up even as I bent down to collect it.

In record time I managed to arrive at her house and located the exact room she was staying in. I reached the second-floor window with a simple leap and managed to open it enough to climb inside.

Stumbling inside I went to the bathroom, turning on the lights. What stared back was a gorgeous girl, with dark red hair that seemed to be almost made of fire. She had red pouty lips and a heart shaped face. There was a couple of fading freckles across the bridge of her nose that only managed to draw her attention to her deep emerald eyes. I gave her 9.5 out of 10. This was the type of girl that could become a supermodel. All of her injuries had been healed as soon as we had bonded.

I would have continued to stare at the mirror, but it was then that I felt a crippling amount of pain run through my mind. Gasped for breath, I placed the finger on top of the sink and stumbled to the bed where I collapsed face down.

Once more I returned to the dark world, only this time I noticed that the sun that made up my mind was almost half it's original size and my body was attached to both me and Mary Jane.

I however was tired, and I could feel even more foreign memories begin to invade my mind, this time from those men I was forced to eat.

It was too much for me to bare, so with little choice I relinquished control of my body for the time being, instead choosing to focus on healing myself and adjusting to the memories. I made sure to leave only the briefest connection so that she couldn't close me off from my body completely.

It would take several days to finish reviewing not only Mary Janes memories but also those of the four men, so with nothing else I meteorically closed my eyes and began to dream.

A/N:

Thanks for reading to the end.

So this was just an idea that I had a few days ago.

So someone got transported into the body of a symbiote, which merged with the one and only Mary Jane.

This is an alternative universe that will have elements of the original Spider-man movies (such as the villains) and the timeline from The Amazing Spider-man, which will then merge with the MCU.

So far I left it pretty open. Tell me what you think and if I should continue it.