Peter and Felicia stared at Harry as he started charging towards them. Peter fired a web and dropped a light above onto Harry's head sending glass everywhere and watching as some of the electricity from the light surge through Harry's body but it did nothing but slow him down. Harry swiped at Peter and Felicia, causing them to dive off to the left and right respectively. Harry looked at both of them now at either side of him, he smirked slightly and fired a tendril at Peter but he dodged it, Harry noticed Felicia lost some focus as she watched Peter dodge the attack and fired a tendril at her, it stuck to her chest and he pulled her towards him. Felicia went crashing into Harry's body and she was now heard by her neck by his clawed hand. Peter quickly tried to free Felicia but Harry kept her out of his reach.

"What's the matter little bug, scared a claw might just slip and slice her throat open?" Harry dug a claw into Felicia's throat, not too hard but just enough to draw blood.

"Harry this is between you and me, let Felicia go so we can finish this. "

"You know what Parker? I like the way you think, after I am done with you though she will die " Harry threw Felicia and she collided with the solid wall. Peter watched Felicia slide to the floor as Harry started laughing. Peter ignored him and got to Felicia, she was on her side and barely moving. Peter lifted her face with his gloved hands and held it.

"Felicia, can you hear me?" Peter asked with worry as he rubbed his thumb against her pale cheek.

Felicia just responded with a groan as blood started to trickle down from her nose. Peter's hand started to shake with fury as he watched the state that Felicia was in. He gently rested her head against the wall and turned her face towards his.

"Felicia I need you to stay awake alright? I can handle this but please don't fall asleep. " Peter was worried that Felicia had some internal bleeding and needed her to stay awake.

"Let me help you.." Felicia struggled to say but Peter put his finger on her lips.

"Rest love, I am going to finish this and then we are going to get out of here " Peter reassured her.

Harry watched all of this with amusement, he allowed Peter the final moment with Felicia before he died. Peter turned towards the monster which now showed Harry's face, He was shocked that he hadn't try to make a move while he was distracted.

"Wondering why I didn't just kill you while you were looking after that bitch? Well, Parker, I wanted you to have the opportunity to say goodbye even though you didn't give that chance to me when you murdered my father. "

"I didn't kill your dad, Harry you are delusional and I am finished with this discussion let us finish this so I can get Felicia out of here."

Harry laughed as the Symbiote morphed and covered his face again. "I agree Parker, but none of you will be making it out of here alive. I think it will be in a body bag instead. Hell, I may even get Oscorp to experiment on you once you are dead. "

Peter fired two webs at the wall behind Harry and slingshotted himself at the monster. He kicked Harry in the face but it didn't do any damage. Harry grabbed Peter's leg and swung him around and smashed him against the wall. Peter stuck to the wall instead and fired a web into Harry's eyes, temporarily blinding him. Harry scratched the web away from his eyes and impaled his claws into Peter's shoulder. Peter screamed out in agony and tried to push Harry's claws from his shoulder.

"Looks like I already have your number Parker" Harry laughed again as he continued to dig his claws into Peter's shoulder, taking pleasure in seeing the blood soak his red and blue suit. Peter gritted his teeth under the mask and continued to try and pull the claws out. He looked at Harry who was smirking at him again.

"GO TO HELL " Peter yelled as he fired 4 trip mines above Harry. He looked up as they all activated and fired webs at him. They stuck to his shoulders and started to pull all at once. Now that Harry was distracted Peter pulled with all of his might and the claws were finally released from his shoulder. He delivered a punch to Harry's face and kicked him in the stomach, sending him back a few feet.

"I am ending you " Harry moved towards him again and Peter charged him as well, they collided and started to throw brutal punches at each other. One of Harry's vicious punches actually broke Peter's lense on his mask. Peter wiped some of the lense from his eyes making sure it couldn't get in to cause serious damage. He went to fire another one of his gadgets at Harry but Harry caught his arm and ripped the web-shooter clean off his wrist and threw it away, landing not too far away from the injured Felicia.

"I hate those things, well at least it doesn't come out of you like those dumb movies they made about you. " Harry grabbed Peter by his injured shoulder and hauled him to his feet. He went to headbutt Peter but he managed to move his head out of the way and pushed himself out of his grasp. Both men were at a stalemate. Harry extended his claws and Peter made sure his last remaining web-shooter was locked in tight. Both men stared at each other, like wild animals fighting over territory.

Peter and Harry both collided again this time, Harry had the upper hand and slammed Peter to the ground. He stood above Peter and leaned his knee against Peter's torso, blocking him from getting to his feet. He ran his claws down Peter's masked face and gripped his throat with his hands.

"Goodbye Peter Parker, I hope you see your stupid family again " Harry started to squeeze Peter's neck, watching as the masked hero started to struggle for breath. Harry grinned like a mad man as he was slowly choking the life out of Spider-Man. Peter continued to fight against the hold but it was just tiring him out faster. He was fading. His whole life started to flash before his eyes, his parents, his Aunt, and Uncle, Felicia, MJ Miles, and Harry.. He was going to die and he didn't get a chance to say he loved Felicia one last time. He had just accepted his fate when he suddenly heard screaming. He felt the grip on his neck loosen and eventually felt it leave completely. He opened his eyes and saw that Miles was now next to Harry, his hands running electricity through his body. Peter looked to the side and saw that his web-shooter that was taken off was not there anymore. It was on Felicia's wrist as she fired Electrified webs into Harry's body on top of what Miles was doing.

"Do it now, Captain!" Miles yelled as sirens soon started to blare throughout the institute.

A/N - Don't hate me for another cliffhanger! I really am sorry but I need to build up the suspense for the story as much as I can, I hope you all enjoyed that one on one between Peter and Harry. It was a lot of fun coming up with that. Remember guys no one is safe and no one is out of the woods yet. Peter got his ass kicked by Harry and almost died, what if Felicia and Miles hadn't been there? I am sure most of you don't even wanna think about what could have happened.

I apologize for the relatively short chapter but I want to try and draw this out slightly longer and It's hard to get burnt out if you are writing 2000 word chapters a lot. I hope you guys understand because I would rather bring you quality over quantity and It really is hard to update.

Thank you all so much for reading this chapter and showing amazing support for the story overall.

Oh yeah one last thing, it's been an official year since this story was released. Time truly does fly by when you are making something!