400 C400 Suspicious…

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Tom's muscles tightened as he got back on his feet, his eyes locked on Sandman. The towering figure loomed over him, his sandy form shifting and swirling in the air. Tom took a deep breath, his mind focused on finding a way to convince his opponent to surrender.

"Look, I know you're angry and scared, but let's just talk, okay? We can figure this out together," Tom called out, his voice steady but filled with empathy.

Sandman growled, his sandy fists clenched. "We can talk after I beat you into the ground! After all, I still owe you a few hits from last time..." He says, thinking Tom was his Spider-Man.

Tom's eyes flickered with determination. He knew he had to do something to gain the upper hand. With a swift motion, he shot a web towards a nearby lamppost and swung himself around, launching a kick at Sandman's midsection.

Sandman's sandy form absorbed the impact, dispersing into grains of sand before reforming. He retaliated with a powerful punch, forcing Tom to dodge and weave to avoid the blow. The fight escalated quickly as blows were exchanged between the two of them.

Tom focused on his agility, using his acrobatic skills to dodge and counter Sandman's attacks. He spun through the air, his web-shooters releasing a barrage of webs to ensnare Sandman's limbs, temporarily restraining him. Taking advantage of the moment, Tom launched a series of quick punches and kicks, but Sandman quickly broke free, his sandy body shifting and reforming.

Sandman's attacks intensified, his sandy fists becoming more ferocious and unpredictable. Tom struggled to keep up, his Spider-Sense tingling with warning signals, guiding his reflexes. He managed to dodge most of the blows, but a few connected, sending him crashing into nearby cars and concrete pillars.

Peter watched from a distance, munching in a bag of Doritos. He wanted to step in and assist, but he knew this was an important lesson for Tom. He had to learn to settle things Naruto style. It was a test of both his physical and mental skills.

Tom, battered but not broken, slowly rose to his feet. He swallowed some blood that appeared in his mouth, his eyes locking with Sandman's. "Please, just listen to me. There's a way we can find a solution that doesn't involve hurting anyone."

Sandman sneered, not bothering to grace Tom's words with a response. He just wanted to capture him after a nice beating, and force Tom to send him home. Although he had no proof, he knew deep down that this was all Spider-Man's fault.

Undeterred, Tom pressed on. He scanned his surroundings, searching for a strategy, a weakness he could exploit. Then it hit him. The nearby fire hydrant, still intact despite the chaos. With a flick of his wrist, he shot a web, wrapping it around the hydrant.

As Sandman lunged at him, Tom dodged to the side, using his agility to circle around and yank the web, ripping the hydrant from the ground. Water sprayed into the air, cascading down on Sandman's sandy form. The moisture caused his body to clump together, hindering his movement.

Tom seized the opportunity, launching a flurry of punches and kicks, his blows landing with much more impact than before. But Sandman still fought back, his strength and resilience making it difficult for Tom to gain the upper hand. The battle raged on, the two adversaries locked in a fierce struggle.

As the fight wore on, Tom's fatigue began to take its toll. Signs of a night and morning full of intense training started to appear, his movements slowed, his strikes lacking their initial power. Sandman, fueled by his desperation to return to his daughter, grew stronger. He retaliated with renewed ferocity, his blows shaking the ground beneath them.

Tom fought to stay on his feet, his mind racing for a solution. He needed to end this before he succumbed to exhaustion. He took a step back, using his web-shooters to create a web trap on the ground, luring Sandman towards it.

Sandman charged, his sandy form barreling towards Tom. With a well-timed move, Tom leaped over the web trap, causing Sandman to crash into it. The sticky webbing clung to his water clumped body, immobilizing him momentarily.

Tom seized the opportunity, landing a powerful blow to Sandman's midsection, followed by a roundhouse kick that sent the villain sprawling to the ground. Sandman groaned, his sandy body weakened and disoriented.

Breathing heavily, Tom stood over Sandman, his voice laced with both exhaustion and determination. "This didn't have to end in violence. There's always another way. I can help you. You just have to let me."

Sandman began to shrink back to normal size, his human features returning. Gasping for breath as water continued to rain down on him from the hydrant, he stared up at Tom with a mix of defeat and frustration. "I just... I need to get back... to my daughter."

Tom extended a hand towards Sandman, offering him assistance. "We can help you. We'll find a way. But you have to trust us."

Sandman hesitated for a moment before reluctantly taking Tom's hand. With a grunt, Tom helped him to his feet, the fight finally coming to a halt.

As the dust settled, Tom turned towards Peter, a triumphant smile on his face. He had faced a formidable opponent and managed to hold his own. It was a small victory, but a victory nonetheless.

Peter approached, an impressed look on his face. "Good job. You held your ground and managed to peacefully subdue Sandman in the end. I give you a B-."

Tom frowned at his grade. "What?! That was at least an A! And where the hell did the minus come from?" He complained.

Sandman stood beside them, wondering why there were two Spider-Men in front of him. 'What kind of nightmare world did I wake up in?'

...

Due to the battle that just took place, the streets were scattered with debris and the remnants of Tom's clash with Sandman. Behind some of those debris, a shadowy figure stood in the distance, concealed within an inky blackness.

The hidden figure watched with intense interest as Tom approached Sandman, extending a hand to help him up. As Sandman struggled to his feet, the figure's form shifted and contorted, transforming into the familiar shape of Flash Thompson. Venom, having taken over Flash's body, had been observing the fight from the shadows.

Seeing an opportunity, 'Flash' rushed past the police barricade, bypassing their attempts to stop him, and called out to Tom, feigning familiarity. "Hey, buddy! You did great out there! Man, watching you fight that sand guys was crazy! I thought you were about to get squished like ten different times."

Tom narrowed his eyes, his skepticism evident. "Flash? What are you doing here?"

'Flash' put on a wide grin, trying to hide his ulterior motives. "I saw you in action. Dude, you were amazing! I just couldn't look away." He complimented, his tone turning awkward and hesitant. "Look, Uhh... I want to make it up to you for all those years I treated you like crap. I want to help. You know, I was such a big fan of Spider-Man and such a d*ck to Peter Parker. And I want to make up for that."

Tom scoffed, crossing his arms. "You think a few sappy words are going to make up for everything, Flash? I don't need your help. I've got it under control."

The disguised Symbiotes expression faltered for a moment, desperation flickering in his eyes. "I know I messed up, but I've changed, I swear. I want to be there for you, to support you like Ned and MJ. Please, just give me a chance?" He spoke on a sad, self deprecating tone.

Peter eyed 'Flash' suspiciously. 'What's this little f*cker up to?'

Tom hesitated, the sincerity in his former bully's voice tugging at his heartstrings. He remembered the years of torment and ridicule, but he also believed in redemption and second chances. Reluctantly, he sighed and nodded. "Fine, but this doesn't mean we're friends, Flash. Just... try not to get in the way."

'Flash' beamed with gratitude, his relief palpable. "Deal! You won't regret this, I promise."

As they prepared to leave, the disguised Venom slithered beneath Flash's skin, concealed from view. The symbiote listened intently, waiting for the right moment to strike. It hungered for power and hoped to find his captured host, knowing that patience would be its greatest asset in achieving its sinister goals.

While keeping a mistrusting eye on their newest group member, Peter waved his hand and opened a golden portal, shocking many of the onlookers, including Venom. "Alright, lets go see if Doctor Strange has found a way to fix all this."

Although he was extremely suspicious of Flash, he decided to just wait and see what the little douchebag was up to. Of course, he'll have to put some safety measures in place. 'Maybe I should put a reversed protection spell on him?'

One by one, everyone stepped into the portal and appeared in the Undercroft, unaware of the danger lurking beneath Flash's friendly facade.

A/N: 1541 words :)

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