Spider-Man's classic enemy and sometimes-ally Venom has threatened to kill the Marvel webslinger many times, and in a few rare cases, even managed to do it. But during one of their adventures together, Venom made some seriously scary threats that brought Spider-Man to his knees. And it wasn't pain he was promising.

To understand how deeply Venom can get under Spider-Man’s skin, one must remember: because Venom’s alien symbiote costume once tried to bond with Spider-Man, it (and Eddie Brock) now knows all of Spider-Man’s secrets. This allows Venom to attack Spidey from multiple angles, including preying on the high school student’s fears, insecurities… and embarrassing habits.

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In the out-of-continuity Marvel Adventures Spider-Man #35 story “Sidekick,” Venom truly shows the depths he will sink to when he approaches Spider-Man and… asks to become his crimefighting partner. That’s right – Eddie Brock actually wants Spider-Man to teach him how to be a “Lethal Protector,” claiming he’s tired of being hounded by the law and wants to fight alongside superheroes. Peter flatly refuses, so Brock reminds him that thanks to his suit (made of a “smart stealth” material in this universe that also absorbed Peter’s memories), he knows Spider-Man’s secret identity and can expose him to the world.

Surprisingly, this doesn’t phase Spider-Man at all, who just tells Venom maybe he should have told the world who he was a long time ago. Realizing this basic threat won’t work, Venom starts going for Peter’s real weak spots. First, he threatens to tell Aunt May about… the massive candy stash hidden in your closet! (“No… not my Pixie Stix!” gasps Peter). Then, Venom starts playing really dirty by saying he’ll tell Liz Allen who slipped those secret admirer notes into her locker freshman year!

Faced with such horrible threats, Peter caves in and agrees to let Venom tag along on his nightly patrol. Venom (who starts calling his new buddy, “S.M.”) happily agrees… but quickly proves to be a terrible superhero as he threatens to tear criminals apart. However, Spidey soon discovers the crooks they keep encountering belong to a gang based on the characters of Alice in Wonderland that Peter used to like to read about when he was a boy. Using the clues they left behind, Spider-Man and Venom learn the gang belongs to the super criminal the White Rabbit who manage to capture Venom and tie him to a foghorn.

Before things can get too far, however, Spidey reveals he knows Venom was actually behind the entire caper, as he knew about Peter’s expertise on Alice in Wonderland thanks to their shared memories, causing him to concoct an overly complicated and stupid scheme that “only a sentient costume could have come up with”! Amusingly, the White Rabbit (who turns out to be an obsessed fan who wrote to Venom in prison) accidentally tied up Venom too tightly, making it easy for Spidey to defeat Brock by activating the foghorn.

Silly, irreverent and a lot of fun, “Sidekick” spotlights Venom’s goofier side and shows a completely different way the costume can attack Spider-Man. Considering the mainstream Venom must also know Peter’s most embarrassing secrets, one wonders why Eddie Brock never bothered to use these tactics against his Spider-Man…

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