Peter didn't wast any time and flew Kara to the DEO and contacted Alex on the way.

"Alex, I'm coming in hot with a poisoned Supergirl, get ready." Peter warns them and flies in and they see her.

"Oh, no, no. We need to get her to a clean room, stat." Alex says.

"It won't do any good. The entire atmosphere was irradiated in an instant with kryptonite. Nowhere is safe." Brainy tells them.

"I know somewhere, get her to my labs." Peter says and they move her to the medical bed in there.

"How is this happening?" Peter wonders as he searches for the device.

"The lead dispersal device. The one we used on the Daxamites." Alex says.

"Unlikely. That device is here under lock and key." Brainy reminds her. "Only a DEO Agent could...Jensen." He realizes.

"Did I miss something?" Peter asks them.

"Jensen was the one who sent the Daily Bugle the video feed that almost exposed you." Alex explains. "He also let out the Graves siblings."

Peter finds what he's looking for and places one of his spare suits on that was designed for space and it forms around Kara.

"What is this supposed to do?" Alex asks.

"It's Gwen's Space-Spider Iron-Spider suit. It can withstand the vacuum of space and makes it so that there are no dangerous chemicals entering the suit like water, sand, lead, even kryptonite in case something like this ever happened. Actually, she believed it was gonna be a Kryptonite Bomb one of these days."

"How come we're not affected?" Morg'Ann asks.

"I assumed it was because I've been living on earth so long, I'm immune. But if you're immune, I'd have to guess it's in our biology." Peter tells her and looks to Kara. "She's gonna have to stay inside this suit until we find some way to getting the kryptonite out of the atmosphere. And when I find Jensen, he's gonna wish he was dead."

"I'll contact Lena, get her here so she can help clear the air." Alex says and leaves.

J'onn came in and sees her. "Is she going to be alright in that thing?" He asks Peter.

"I'd bet my life on it." Peter promises. "And she doesn't make it...neither do the siblings or Jensen." He says and leaves.

-

Jensen was at their desert facility, releasing some alien prisoners when Peter came in with his suit as he exits one of the cells

"You know...when you betray a ten million government agency, don't come back with your own face." Peter shares with him. "Now let me show you a real messed up face." He goes to shoot a blast only for him to easily dodge it.

"They didn't tell you...we found something interesting at the wreckage." Jensen says when he suddenly gets black goo surrounding him and becomes...

"Venom." Peter complains and gets ready to fight this thing...and then he kept growing, Venom was now twice his size. "Okay...That new."

-

"When can I take this thing off?" Kara asks Morg'Ann as she's the only one with her when she woke up.

"When the air is kryptonite free." Morg'Ann answers.

" I can't just sit here."

"We don't exactly have a choice. Peter said this is the only one he has, so if you damage this, it's game over." She says when Alex comes in.

"We've got a problem at Site B." Alex tells them and shows them the footage of this new version of Venom attacking Peter and the prisoners getting put back in their cells.

"Venom? I thought Peter destroyed him." Kara says through the suit.

"He did. But Venom pieced himself back together and we put him in a freezing cell. Kept him frozen for a long time. Now he's got himself a new host." Alex tells her.

"What's a Venom?" Morg'Ann asks.

"An alien parasite that needs a host to survive, and now it seems to have gotten a new host and more strength." Alex explains.

"At least Peter stopped them." Kara says.

"Or maybe Venom's more than enough." Morg'Ann replies.

-

They get a message from J'onn saying he and a new friend, Manchester Black, learned they're going for the police prescient.

Jensen walks into the prescient and then immediately transforms and starts fighting the police when Peter comes flying in and smashes him into the ground.

"You should have stayed dead, Venom. Now I get the pleasure of killing you a second time!" Peter says as Venom goes to punch him and it gets interrupted by Spider-Ghost.

"What are you doing here?" Peter asks her.

"I couldn't exactly stay back when I saw a giant glob rampaging." Gwen says and they all run around Venom's attacks and Peter sends a repulser blast in his direction only for it to not harm him as well as he hoped.

"Okay. That's a no go on the heat." Peter sees and they need a new way of defeating him. Sonic vibrations would be helpful, but he doesn't have anything that can do that.

Gwen gets an idea and grabs several pipes from the room and smashes them into one another and the noise seems to affect Venom even at that size and Gwen keeps going in closer and Venom smacks her into a wall.

"No!" Peter yells and runs off to her and Venom rushes off.

Peter pries Gwen from the wall as the rest of the DEO arrives and brings her to a safe distance away from everyone to talk to her.

"What the hell were you thinking?!" Peter asks her as he retracts his mask.

Gwen rips off her mask and faces him. "I don't know, the idea just came to me. Sonic vibrations."

"No, I mean you being there. You could've been killed!" Peter says.

"I saved your life." Gwen tells him.

"By jeopardizing yourself." Peter replies.

"I'm allowed to take risks. This is my life."

"Is it?" Peter asks her. "We don't know what you are, or how you're even alive and you wanna go risking your life. You know how I feel seeing your face? Fear, anger, happy. And if I have to watch you die again after just getting you back..." he then storms off in a huff, not knowing what to think or say anymore.

-

He returns to the DEO, Lena and Brainy have an idea to get the kryptonite out of the atmosphere and they're looking for Black's fiancé, Fiona. She has been missing and they think they're using her to control the Symbiote.

J'onn tried to use his powers to locate Fiona and that's gotten nowhere.

"This suit doesn't run out of oxygen, does it?" Kara asks Peter.

Peter looks up to her and smiles from his chair. "Nah, it filters more air when it detects oxygen and absorbs before taking everything harmful out."

"You know, you look at a lot of things at once. I don't know how you can take this." Kara says as her mask is scanning faces, materials in the room, heartbeats, and scanning through the walls, everything.

"We'll get you out fo there sooner than you think." Peter promises her.

"It better be soon, I don't think I can take much more of this claustrophobic space. No offense."

"None taken." Peter promises.

Morg'Ann comes in with news. "We have their location."

Alex gets the team ready to move out to contain Venom and Peter looks to Brainy.

"What are the odds of us winning without Skirt?" Peter asks him.

"Not great." Brainy admits. "A job like this is gonna take more than the two of you."

"And if I brought in, let's say...Spider-Ghost?" Peter asks.

"The chances are more in your favor." Brainy tells him.

Now Peter knows he needs to do the one thing he thought he would never do.

He needs to put Gwen in the line of danger.

-

Gwen was at J'onn's place looking at a book of photographs of her life that Peter found when he came in.

"Come to yell at me again?" Gwen asks him.

"I deserved that." Peter says. "I need you."

"What happened to putting life on the line?"

"I...was angry. Look, Gwen was everything to me. But what I'm forgetting is you're not her. You just have her face. You don't have the same characteristics as her, the same abilities. You're two completely different people. I'm sorry for what I said. And I really need you out there with me. What do you say?" Peter apologizes and puts a hand out for her. "Do you even have a name before?"

Gwen stands up and shakes his hand. "Gwenyth. It was the only thing that felt right for me."

"Nice to meet you Gwenyth. So, you got any ideas to take him down?" Peter asks.

"Where they heading?" Gwen wonders.

"Fair grounds."

"Okay, that just might work on our favor. Fairs means music, music equals sound system, and the only thing that seems to harm this creature is a loud sound frequency. And sound systems have a nasty feedback." Gwenyth says as she has a plan.

-

Venom started attacking the fairground when Peter comes in flying. He was about a few seconds away from eating a person.

"Drop her, you overgrown Slimer." Peter commands and Venom does exactly that.

"We crush Spider." Venom promises.

"Yeah, yeah, you said that last time." Peter reminds him and dodges a swing from him.

They both continue to fight as Manchester and J'onn go to look for Fiona.

Gwenyth makes it to the sound system of the entire facility and starts to mess with it and gets ready to make some noise.

Peter shoots a taser web at the monster and that seems to hurt him.

"Spider-Ghost!" Peter shouts and Gwen activated the sound system that sends an ear piercing feedback that made Venom start acting crazy and scream as he falls off of Jensen and starts crawling away.

The Symbiote tries escaping when it gets hit by an ice blast from Kara who's out of the suit now the airs clear of kryptonite and J'onn was able to get the Graves siblings, but Fiona didn't make it.

-

Gwen was sitting on a building watching everything as everyone gets arrested when Peter swings up to her.

"Thanks for your help back there." Peter tells her.

"Don't mention it. You know how to find me if you need me." Gwenyth promises and drops off the ledge and swings off through the city.

Kara flies down next to him and sees her swing off. "You gonna be okay?"

"She's out there, still alive. Doing what she thinks is best." Peter says and knows this is for the best. He let Gwen go once, but knowing she's out there, alive and well...it was almost harder.

But he knows it's better this way.