Just giving a heads up, people. There are 1 of 3 things that might happen if you've come across this little spew of superhero-slash-yaoi-fandom. So, think about what you're reading before you act.

This is YAOI. It DOES have MALE x MALE pairings. I regret NOTHING!

1) It will turn out that you will enjoy it and will spend the rest of the fan-fiction fangirling (or fanboying) over it. (Since HELLO! Not exactly opposed to that kinda thing. Hence the fan-fic.)

2) After wasting your time reading this in its entirety you will realize that you have, in fact, wasted your time only to get all bent out of shape about what you have just read and decided to comment on how this was an awful pairing and you hope never to see it again in your big-headed presence.

OR 3) The rancid air fuming inside your mom's basement from all that rotten food and B.O. will finally take on a new genetically altered form, all of a sudden and without any explanation and you'll suddenly become this hulkish beast whose only purpose in life is to find out where I live and rage-squeeze me until I crap out my intestines like a Play-Doe pasta maker, all because I wrote a harmless fan-story about one of your favourite heroes. (YIKES! Talk about insecurity issues! =P)(Seriously. If you're offended by this one, then might I offer a simple solution: Don't be a prick!)

Note to self: Install force field. –pauses— -retypes-….move…to…new…zip code…

Anyway, without further ado…well, here it is. =P

Oh yeah! Before I forget! DISCLAIMER TIME! -I own no rights to this. And neither do any of you. All characters belong to Stan Lee and all those other guys at Marvel who work day in and day out to feed our geeky needs and give us decent people to look up to. So those of you who are out there getting all pissed off because your little perfect universe is being torn apart by yaoi and slash fans, quit it. Because all your ranting and raving and constant whining does is fall on deaf ears.

ULTIMATE SPIDER-MAN -Danny Rand/ Iron Fist x Peter Parker/Spider-Man / Harry Osborne x Peter Parker

Plot: Wow! First Harry. Now Danny? Who's next? Sam?! God, I hope not! But seriously, I never thought that Harry and Danny would end up duking it out to see who was worthy of MY affection. And here I thought my life as Spider-Man was as complicated as it could get…

}8{ }8{ }8{

"Mister Parker. Are you sleeping in my class again?"

I blinked awake and wiped away the drool oozing unpleasantly from the corner of my mouth. This was my math class and really, irritable teacher wasn't something I was not used to hearing. But come on. Can you blame me? Math is boring. Even for a smart guy like me it's a snore fest. Don't get me wrong. I'm a pretty good student and work hard for my grades—err, most of the time (cough)—but this was the end of my senior year. The only thing any of my teachers were ranting and raving about was for us to remember all that they had forced into our hormone-induced-trance minds since freshman year in the hopes that it wouldn't blow out the other ear before finals.

We can't all get by on a derpy face and football scholarship like my buddy Flash.

"Well?"

Geez, teach was persistent today. I looked over at my best friend Harry, who had an amused expression on his face. Oh, yeah. Like he had never slept in class before.

I looked up at my math teacher with, what I hoped was a sincere look of apology. "Sorry. I had a long night last night. It's never too early to start studying for those finals." I laughed abashed.

"Uhuh."

As he made his way back to the front of the class, continuing the lesson, I felt a hand on my shoulder.

"Sin has many tools, but a lie is a handle which fits them all." (Ten points to whoever figures out who said it first.) Danny spoke as he usually did when he tried to impart wisdom on whomever he felt needed it. And there were just sometimes where even I would raise an eyebrow questioningly as to why he had said what he had said.

I stood my math book up in front of me to hide my face as I whispered back to the monk. "Hey. It's not like I don't study. Believe me. I am so done with high school that once I graduate I never wanna hear the words high or school in the same sentence again."

Danny looked a tad confused. "If you didn't study, why are you so tired?"

Behind me Harry coughed. Y'know. One of those coughs that scream: Change the subject or you'll lose your vocal cords and I'll keep them in a jar as a trophy! …Yeah. That cough.

I guess Harry had a good reason though. Okay. A very good reason seeing as the basis for my sleep deprivation had—for once—nothing to do with Doc Oct, Juggernaut, Zodiac or any other freak-show hell-bent on skinning me alive and hanging my pelt over their ugly, evil mantel. (I always saw myself as a rug kinda guy. :/ ) The truth: Harry and I…well, …Harry and I…sorta'…got together. Together together.

Yeah! It kinda' came as a surprise to me too! I mean, Harry and I have been friends since forever and have become really close over those years, but I never imagined he would ever want to turn our brotherly camaraderie into something more... intimate. And don't even get me started on what would happen if his dad found out. Norman Osborn's a mildly decent guy when he's not dressed in the worst Halloween costume ever (and that's including anything with the word "sexy" in the title. Ugh. Sexy Green Goblin…some things cannot be unseen and should never come into existence), but since he doesn't really hold Harry in high regards as it is, it's probably best that we keep our relationship swept under the bed instead of, y'know, on top of it.

Oh! I should probably clarify this. We haven't had sex…..yet. (Hehe. Sex. I'm so dirty. :3)

I had to come up with an excuse fast, so Danny wouldn't become immediately suspicious. It was still way too soon to let anyone in on my little secret, even if it was only Danny. "Err…nachos." I lied. "Auntie May's nachos are potent. I practically spent the entire night rooted to the toilet."

Harry chuckled as the bell rang. Luckily math was the final period of the day and seeing as it was Friday (Oh, happy day!), I had my whole weekend stretching out before me, beckoning me back to my video games, two nights worth of staying up late and sleeping until noon and the usual bad guys who still lurked around town thinking that they could beat me or take me prisoner or whatever the heck they were planning to do to me once they got me back to their lair. (Seriously. Do I have a sign on my back that says: Attention! Rapable! ? 'Caz if I do, I really need to rethink my choice of super-hero attire….or kill Nova, who probably put it there in the first place. _ )

Harry fell into step beside me as I made my way through the throng of students filling the hallways. My locker was at the opposite end of ocean of frenzied students already beginning their weekend rituals and it irritated me how no matter how loud I yelled for people to move out of my way, no one seemed to hear me. Luckily, Harry has this special power of his own that never failed to make a pathway for us through the mass of people, much like Moses parting the red sea. Only, instead of water, it was the ogling eyes of female classmates who had failed at winning over the handsome, rich son of Oscorp.

When we were finally at my locker and I was safely loading my books and study material into my backpack, Harry leaned against a neighboring locker and spoke. "So, Pete. Anything planned for the weekend?"

I shrugged. "Just the usual. Sleeping, eating and being merry."

"You'll be coming over tonight, then." Harry said with finality. That's usually the way things worked, though. I'd have something vague planned for my short-lived weekend freedoms and Harry would usually jump in with a pen and fill in the blanks. Hey. I can't complain. Made my life easier.

"Cool." I stood, slinging my bag over my shoulder and shot Harry a smile. I forgot for an instant that things had gotten serious between us. Truth be told, save for that one kiss we shared at his place last night, nothing had really changed. "Is around 7 ok? I figure I'll get a few hours studying in before the weekend festivities."

Harry nodded. "Fine by me," he answered, pushing off from the lockers. "It's supposed to rain so I'll come by pick you up. I'd really hate for you to catch a cold so close to graduation." And with that, he was lost to the crowd.

}8{ }8{ }8{

I know I had told Harry that I would use my three hours after school to study, but…well…

I flopped back onto my bed, my open English book bouncing off and hitting the floor with a loud thunk. No amount of studying could keep my mind from wandering to the events of last night and now I was starting to get all these little scenarios playing out in my head as to what might happen tonight. (Total ADHD alert!)

Harry drives up to my house and announces that we're going to go see a movie. The theatre goes dark, the movie starts and he leans in and starts kissing me. We leave the movie ten minutes in and drive back to his place where he throws me onto his couch and has his way with me.

(cough) (I really should get on some medication.)

But yeah. In other words, I got NO studying done. Everything just seemed to fade around me when the thought of all that was going on recently in my love-life entered my head. Books? What books? School? What school? Studying? What is this studying you speak of?

Now Harry Osborn; there's a subject I'd like to study. (Horrible joke? Yeah, okay. Shutting up now.)

The only thing that dragged me from my fantasies was my ringing cell phone, which just so happened to be near my head when I laid down and also happened to have my ringtone cranked to the highest…setting…possible. (OWWWW~!)

"Hello~?"

"Congratulations, Peter!" Mary Jane squealed on the other end. I had to hold my cell a good distance away to keep from going deaf…again.

"M.J. Hey." I answered, wondering what the congratulatory screaming was about. "Why are you congratulating me?"

It had been a year since I had seen M.J. She had managed to land a full time job as a reporter for a really riveting piece of news (thanks to yours truly) and had been called over to some foreign country, that I have a really hard time pronouncing. She always called me, though, to check up on me and see if I was still alive and then blast into all the opportunities this big break had opened her up to. I was really proud of her. For as long as I'd known M.J. her big dream had been to become a hotshot reporter and see the world. Not many people got to live their dreams like she was now.

M.J. guffawed. "Oh, don't play dumb with me Peter Parker. You know why I'm congratulating you. You…Harry…together!"

If this were an anime I would've fallen flat on my face with a look of complete and utter shock drawn on my expression at hearing her say that. Luckily this isn't an anime, so I only suffered the look of complete and utter shock.

I tried to steady my tone as I answered. "Y-you know?"

A snort. "DUH! Harry blabbed it all to me last night after you left his house. I knew this day would come. I just can't believe it took you two idiots all these years."

(Okay. I just wanna know one thing: How come she knew this day would come…but when it happened to me, it hit me like a bus?!)

I scratched the back of my head, feeling the blood rise to my cheeks. "Err-well, the wait is over." ("The wait is over", because really, what else was I supposed to say? M.J. called it. Harry and I got together.)

Suddenly, I heard her groan irritably. "Hey, Peter. I'm sorry. I'm getting another call. I gotta take it."

"No problem." I said with a smile. "I'll talk to you later M.J."

We said goodbye and I ended the call, catching the time up in the corner of the cell screen as I did. 6:57

Three minutes until seven! Harry would be here any minute to pick me up and the only thing I had on was a pair of kitty boxers. Freaking KITTY boxers! To this day I still have no idea what Aunt May was thinking that Christmas. All I know is, one minute I'm blissfully unwrapping a smorgasbord of presents completely ignorant of what horrors were lurking under the deepest, darkest branches of the tree, and the next I'm face to face with a pair of royal blue boxers patterned with cats and paw prints. (Meow) And if you're wondering why I'm wearing them now? It's because Auntie May is on one of her trips and I miscalculated the clean underwear to when-my-aunt-will-be-home ratio. Needless to say, with five more days to go until she got home, my plan didn't work out too well.

But right now, I had no time to ponder whether or not my underwear would be appropriate for tonight. The only thing I did have time for was to rush like my life depended on it!

And then…the door opened.

"Harry, wait. I'm not-"

Only, it wasn't Harry who now stood in the doorway.

"Danny? What are you doing here?" I asked surprised. He was wearing his everyday clothes, so I knew his visit had nothing to do with any hero business.

I began digging through a pile of clothes for my jeans as Danny answered. "I noticed your door was unlocked, so I let myself in. I'm sorry."

"No. It's no problem." I said, straightening to look around the room for my suddenly elusive pants. "But Harry's gonna be here any minute to go hang at his house, so—aha!" I spotted my pants hiding behind my desk and wondered how in the heck they got there as I pulled them on.

At the mention of Harry, Danny shifted uncomfortably. "Actually, I wanted to talk to you about that." He said. I could hear the distaste in his voice and stopped struggling with my left pant leg that simply refused to unfold itself and looked at my friend.

Our eyes met for a second before Danny turned to focus on something else. I don't think I have ever seen him act like this. Normally, Danny had this aura of intense calm about him. Like Yoda without the weird out of order sentences. He was all inspirational quotes and waggling fingers, but tonight I could sense that something was really weighing on his mind.

"What's wrong?" I pressed. The only reason I didn't move to walk towards him was the image in my head of me tripping on my pants and leaving an indentation of my face in the carpet.

With a familiar confidence rising once again within him, Danny locked eyes with me. His blue eyes blazed.

"I know that Harry Osborne is your friend," he explained. "and that you have not known me for very long. But I ask that you trust me." He paused, no doubt expecting me to say something, and when I didn't he continued. "There is a dark aura about your friend. He is not as you once knew him."

I raised an eyebrow quizzically. "Harry Osborne. My Harry Osborne?"

Danny's silence urged me to continue. "Oh, c'mon. Harry's harmless. I mean, yeah. He did try to control Venom, but that was one lapse in judgment. Now he's back to being a bunny."

Danny frowned. "When the fox hath once got in his nose, he'll soon find means to make the body follow."

Finally managing to get my pants on (correctly) I continued my urgent rush to get ready before Harry showed up, wondering where he was.

As I went into the bathroom to brush my teeth, I saw Danny's reflection in the mirror lean against the doorframe. He watched me intently and I had to admit I was beginning to feel a little creeped out by it.

"What is your problem, Danny?" I exclaimed. "What is so important that you have to keep me from my date?"

I heard him shift and push off the wall. "Harry is not coming, Peter. S.H.I.E.L.D. is tracking him as we speak….as Venom."

My heart stopped. "No…" I was having issues comprehending. "Harry promised me that he wouldn't be Venom anymore." He had promised me. He told me to my face that he was done and would never try to control Venom again. He wouldn't go back on a promise…Right? And then a new thought hit me. If Harry was out there, running around as some dangerous monster, why wasn't I out there trying to talk him down as Spiderman? And why was Danny here as Danny and not as Iron Fist? And were the others out there fighting him?

I started spewing my questions out, rounding on Danny. When I had run out of questions, he put a hand on each of my shoulders and breathed in, exhaling with a new found calm and oddly enough I found my body doing the same.

"Fury did not want you to know." He began to explain. "Because Harry is your friend and last time we fought Venom, your relationship hindered you. He is much stronger now, Peter. You and many other people could get hurt and I am here to ensure that you do not go after him. It is for your own good."

For your own good.

I hate when people say that.

I narrowed my eyes at Danny. "Y'know I can talk him down. C'mon, Danny." There was no way I was going to beg... "You gotta let me get to Harry. Please, I'm begging you." …a lot…

}8{}8{}8{

It was raining like some horrible movie cliché as I raced through the concrete jungle that made up downtown New York. In truth, I hadn't the slightest idea where I was going, relying solely on my instincts and hoping that my "spidey-sense" would kick in as buildings and neon signs blurred past me in an array of shadows and colours. (How's that for imagery.)

For what felt like an eternity I searched the midnight city, the icy rain beginning to pelt at me harder and I was inwardly glad that my webbing was strong enough to hold its adhesive qualities through such an oncoming torrent. There was still no sign of Harry…or Venom. It began to set my mind on edge. There should have been some sign by now. And where were the others?

Harry…How could you do this?

(Notice how I am not entirely focused on my surroundings. Yeah…I think we all know where this is going. Don't get bored just yet. But those of you who are bored, don't feel bad. My attention span isn't really long, either.)

Without warning, something big slammed into me from behind and I flew, crashing through a window. (See kids? Always pay attention. Look both ways before crossing the street and always eat your vegetables….because you never know when you'll get tackled by your gooey Venom possessed best friend.) Glass sprayed everywhere, tearing through my Spiderman suit and cutting into my skin as I rolled across the carpeted floor and into a support beam. I coughed and fought to regain the air stolen from my lungs and pulled myself up. I felt like I had just got run over by a freight train. I heard thunder rolling in overhead and when I looked up lightning silhouetted the hulkish figure standing in the forced opening.

The creature laughed at me; the sound a mixture of human and beast, hissing like a snake about to strike. He was bigger this time and much more powerful. I barely had time to launch myself sideways as a black tentacle stretched and flew towards me, missing me by inches as it crashed into the support beam I had only seconds ago been standing in front of. It left a noticeable hole as it retreated back to its master like a taught rubber band being released.

Venom hissed.

"Harry." I shouted over a particularly loud clap of thunder. I had to talk him down. "Harry. You have to regain control. I know some part of you can hear me."

Venom roared and let loose three of his tentacles in my direction, all of which my training allowed me to evade. I crouched behind another support beam and continued to talk to Harry.

"I know you wouldn't hurt me, Harry. I know you're not this thing." The memory that he was now more than just my best friend hit me probably as hard as Venom has rushed me and it took all of my being to not let it slip who I really was. "I know you're in there."

Here was where I made my mistake.

I'll admit…I got caught up in the moment. And when I did I paid dearly for it. Slowly stepping out from behind the support beam, I opened myself up to a blow to my solar plexus. The ground came at me fast, knocking the wind out of me. There was no time to recover before the bulk of Venom was upon me, growling and hissing as his full weight pressed me into the floor painfully.

"Harry is not here." It hissed, baring each and every one of its dagger-like teeth in its grotesquely extended jaws. "Only Venom~"

I cringed both inwardly and outwardly as Venom's lolling tongue licked across my face, leaving behind a slimy trail of saliva. (Seriously, NOT a puppy you wanna be licked by.)

"Harry…" I lowered my voice to almost a whisper, hoping to spur what little part of Harry was inside the monster called Venom. "…Harry, you have to listen to me…"

"Your little friend can't hear you." A thick black tentacle looped tightly around my neck, squeezing just enough to halt my voice. I felt as well as saw Venom back up and another tentacle hugged my torso. I was lifted off the ground, which made me instantly attempt to web my adversary in the face. But the constriction around my neck was making me dizzy and my web missed its mark by a foot, squirting out through the broken window and into the storm.

"Spiderman~" Venom hissed triumphantly as my back slammed back into the ground. "It's time I taught you your place." Again I was lifted. Again I hit the ground.

Was he playing with me? (I guess considering the size difference I would look like an action figure to him, but COME ON.)

I groaned as I lay on the ground, knowing that beneath my suit I must've looked like one big giant, bloody bruise. More tendrils wrapped themselves tightly around my wrists and ankles, slowly lifting me upright, bringing me face to face with Venom. Desperately I tried to shoot my webbing, realizing that the gooey appendages had clogged them. There was nothing I could do physically at this point. I was so sore and battered that any struggling I did amounted to nothing.

(You guys are probably wondering where Iron Fist and the rest of my team are while I'm getting the crap beat out of me. My best guess is that Iron Fist had a plan and I would just have to trust him.)

Venom hissed like acid eating away at concrete. (I'm a superhero. Of course I know what that sounds like...) In the span of a second his face was centimeters from mine—way too close for comfort—his putrid breath seeping through the gaping tears in my mask. "What frightens you most, Spiderman?" He asked with a toothy grin to rival the Cheshire Cat. I felt the black noose around my neck begin to squeeze, slowly robbing me of air. "Dying at the hands of a monster? Or being forced to live your short, pitiful life in shame?"

The tentacle loosened and I coughed and gasped at the precious air. My head swam, which did nothing to aid me in answering his question with some smart-ass retort. Not that it mattered what I said at this point. I was completely at Venom's mercy and knew that by this point I just had to make sure I stayed alive…as well as keep Harry alive.

My voice hurt as I spoke the only words I could think of at that moment. "Do whatever you want to me, Venom…just…please…don't hurt Harry."

"Awww~ How sweet." Venom laughed evilly. "If I didn't know any better, I'd say our little Spidey has a little spider crush on the Osborne boy."

A sound akin to dozens of bungee cords snapping startled me; attention falling on Venom's back. Ripping and tearing through the black mass that was Venom, I saw Harry. Harry was still in there, fighting, trying to regain what little control he had. I felt my heart stop as he screamed, clawing his way to the surface, but to no avail.

"Pete?" Harry's voice was desperate, questioning. A pause as he struggled against his host. "Pete." Now his voice was sure. "Don't worry about me. Just-"

He had realized who I was so quickly. I cried out, but the great billowing mass swallowed him and Harry was once again lost to me.

"So, you two are a thing." Venom jeered, drool dripping from his elongated tongue.

I yelped painfully as I was turned and smashed into the ground again, face down. He had used Harry as a distraction; as a way breaking my spirit. And I hated to admit…it had worked. No matter how much I wanted to hurt Venom, to utterly destroy him for what he was doing, seeing Harry's face had reminded me that any harmful attack I placed on Venom could potentially kill my boyfriend.

Congratz if you've made it to the end of this chapter. (Yay!) Your reward is a plate of cookies made by Venom and a second chapter. (Double yay!)