Venom and Superboy-Prime

When Spider-Boy was trapped on the world of the Anti-Beyonder fighting alongside his fellow heroes in the Secret Crisis, he found a powerful suit of armour which boosted his strength and responded to his thoughts.  Upon his return to Earth Spider-Boy soon discovered that the armour was actually a sentient shape-shifting being made from a part of the Anti-Beyonder himself!

During the Secret Crisis Spider-Boy had also met an alternate version of himself from the world known as Earth-Prime.  On Earth-Amalgam Spider-Boy had been cloned by Project Cadmus from the DNA of researcher Peter Parker (who was killed in an accidental lab explosion)  and raised by General 'Thunderbolt' Ross who taught him that with great power comes great responsibility.  On Earth-Prime however, General Ross was also killed in the explosion that ended Parker's life.  As a result, the Spider-Boy of Earth-Prime was raised by a bitter Cadmus scientist named Eddie Brock.

After the Secret Crisis, this alternate Spider-Boy found himself the only survivor of Earth-Prime.  He was consumed by grief, anger and bitterness and blamed the heroes of Earth-Amalgam for his loss.  He knew that in order to win his revenge he need an edge.  As he pondered how to gain more power he found himself in an abandoned church.  It was there he found Spider-Boy's abandoned sentient armour!  The two twisted beings bonded and before long they became one of the biggest threats the Amalgam Universe has ever faced, SPIDER-BOY PRIME!

The original Spider-Boy cover is from Spider-Boy #1 (1996) by Mike Wieringo and Karl Kesel. Superboy Prime is from Infinite Crisis #5 (2006) and (I'm pretty sure) is by Phil Jiminez. Venom's claws are by Mark Bagley and Randy Emberlin and are from Amazing Spider-Man #375 (1993). The 'Prime' logo is from Tales of The Sinestro Corps: Superman-Prime #1 (2007).