Chapter 2: The Carnage Before Christmas.

Author's note.

JFW: Hi everyone, good to see y'all! Did you miss me? I know I-

Tatsumi: We're on a deadline remember?

JFW: Oh, shit, right. Better make things quick and simple. Net neutrality god voted off. That sucks, but there's still hope we can turn things around. Keep fighting the good fight people! Tatsumi, notes! Now!

Tatsumi: On it... Whoa!

JFW: What?

Tatsumi: There's almost twenty reviews!

JFW: Dammit, normally I'd feel ecstatic, but time's of the essence! Alright, let's book it!

Review responses.

Spiderfan.

JFW: While I do like the old set of claws and fangs, that doesn't suit him. HA! Get it? Suit!... Anyway, one, Peter already has a ton of strength, so the extra muscle would be overkill and outright kill. Two, Peter prefers to not get hit instead of tanking it like Eddie, so being a bigger target would make things harder to evade. Three, it's just not his style. Peter wants people to look at him as a symbol of hope. Venom wants people to look at him as a symbol of fear. And I don't think people would think of hope when they see a large beast with rows of teeth and saliva dripping down its mouth like a starving predator. Think of Superman and Batman. One represents hope, the other represents fear. That doesn't mean Peter won't gain those features every now and then.

Dr Gale

JFW: Well then I hope you stick around, my trusty B.R.

Man285

JFW: Here, have this chapter to keep you happy.

nataku2709

JFW: Thanks, here's a chapter.

brianbaltazar45gmail com

JFW: About as rare as a monkey that knows sign language. And some seem to follow the routine of either "he's violent and carnivorous now and he's okay with it" or follows the WOS' bad ending. And while there are good ones, I feel like there's a lack of stories involving them being the heroic goodie two-shoes we would expect from Spider-Man.

binite12

JFW: Here ya go.

cadelorbe12.

JFW: Sure.

Guest (1).

JFW: Thanks.

Guest (2).

JFW: Okay.

Guest (3).

JFW: Same answer as brain baltezar.

Koutetsu.

JFW: Yeah, I was basically plagued by this idea all day long after reading the ending. And I figured I could take the chance to right this as soon possible before anyone else did so to avoid being called a copycat. You have no idea how bad it feels as an author to have an idea you want to use, but then find out someone already did it.

Guest (4).

JFW: For now, it's Mockingbird he's dating. That could change later on because if there's anything we know in life, girlfriends come and go. And Spider-Man has dealt with this for years.

Guest (5).

JFW: I'm getting the slight feeling people want more.

Guest (6).

JFW: Does anyone else get the feeling? Eh, I'm probably imagining it.

Leafeon12.

JFW: Then I hope this was worth the wait.

ObviousHUN.

JFW: I'm glad someone else wants to see a good and heroic Spider-Man symbiote story. People seem to forget that the symbiote wasn't a savage adrenaline parasite like in the movie, T.V. shows, and games and that it simply wanted a true symbiotic relationship so to do good together.

jdude281.

JFW: Yeah, Peter's betrayal was completely out of nowhere considering the Venom: Space Knight Civil War 2 tie-in story... That's not a mouthful. While I kinda understood the reason why Peter did it, I was still unhappy at the ending. Should've kept Eddie as Toxin...

Nemesis Astraea.

JFW: Yeah, I read it, and I don't like the way they did it. Minor spoilers for Venom Inc. so anyone reading should skip this. Anyway, they lazily shoved the symbiote into the story without much explanation other than "we made it". I know that it's supposed to help get Flash back in the game since Eddie reclaimed the role of Venom, and it's a mcguffin for Lee and his cronies, but it doesn't work. Not for me, at least. Part of agent Venom's charm came from how he worked with his symbiote, so having a brain dead symbiote takes away part of said charm. And Eddie already had Toxin as a symbiote, making them very similar to his "lethal protector" days. So it made even less sense for them to get rid of him like they did. He was one of my favorite symbiote's too! I'm still gonna read both their comics, though...

Review responses, end

JFW: Consider this a Christmas gift from me to you. This chapter is more fighting than story. Things like Flash will be explained later. And in case your wondering about the timeline, this is after Osborn Identity, but before Secret Empire. Now, on with the show!

Tatsumi: JFW doesn't own Spider-Man. All rights reserved to Marvel.

Location: Unknown.

Time: Unknown.

The cold night air blew against his blood stained skin as he looked at his handiwork. Bodies, some killed in different, yet equally brutal ways, strewn around the ground of what looked like where a fierce battle, but was in actuality a slaughter, had taken place. It'd taken long hours of memorization for him to find a flaw in his prison he could exploit. Who knew a simple food tray could be so useful? And now, he was free. Free to do what he pleased. The guards tried to stop him, but for him, they were simply fodder. He didn't know what he enjoyed more, the one's that pleaded for their lives, or the one's who fought valiantly despite the futility. It didn't matter, though. He had killed anyone and everyone he came across. Taking a few steps out of the destroyed gates, he could see to what most would be an obstacle, to him, an inconvenience.

Water.

Everywhere he looked, water.

He took a simple few steps onto the ship dock. He could see a supply boat stationed there, most likely for supplies like food for the inmates. And it doesn't look like someone was on it. Now, someone in his shoes would immediately go and hijack it. But, he simply walked past it, heading towards the end of the walkway. Not because he can't sail a boat, but because he didn't need it.

He kept on walking and walking until he stopped on the edge of the walkway and looked down at the rough waves below him. Now, most people would think that even thinking of doing what he was going to do would be insane. But this man was the very definition of insane.

The man then dived straight into the waves, letting himself sink. Most men would die in seconds. But he was not like most men.

He was survivor.

He was a monster.

And what looked like suicide, was his escape into the world beyond the walls that contained him. And once he reached land, he was going to do what he did best at.

Massacre.

(Scene break, a week later.)

New York city, a place that goes by many names. The Big Apple, The City So Nice, They Named it Twice, and many more. Though, the most fitting of them could arguably be "The City of Dreams", since most of what is seen there should be things that could only be seen in your wildest imagination. Visitors from beyond time and space, gods spoken of only in mythology, and men in insect themed costumes robbing a bank.

What?

The screams of panicking civilians and the ringing of the alarm bells filled the air while man in a sleek metal suit exited the bank with bags filled to the brim with money and a victorious grin on his face. The suit covered his entire body, leaving only his mouth exposed, the coloring was black with silver patterns. A large, upside down silver spider logo adorned his chest. And from his back, four mechanical spider arms protruded from it.

"What a buncha pansies, am I right?" He asked with a snicker as he turned to his literal partners in crime, each one holding their own bag of money. One was a man wearing wearing a green and purple armor. His face was obscured by a purple mask with bug-like yellow lenses. The other, a man in a green full body green armor and a metal scorpion tail about ten feet long.

"I know, right? This super villain gig is gonna blast! We're practically making money by making people piss their pants, right, Beetle?" The scorpion themed man asked the bug eyed member.

"How about we start moving and save the yapping for later?" Said the Beetle. "Last thing we need is one of those superhero types to come in while we're celebrating like we won a war."

"You worry too much. Besides, who would try to pick a fight with us?" Asked the spider themed man as they started to make a run for it. However, as they did, their bags of money were all suddenly yanked right out of their hands.

"Who indeed, gentlemen, who indeed," Said a familiar black and blue vigilante, perched on the bank's roof while dangling the bags with his webbing. He then webbed the money onto the roof and jumped down to the floor below with practised grace. "How about, and this is just a guess here, the one and only Amazing Spider-Man?"

"Ha! You think we're afraid of you? We're gonna make your skin look like your costume. Black and blue!" Threatened the scorpion themed man and charged straight for Peter.

"Was that supposed to be a threat?" Spider-Man asked as cartwheeled out of the way of the scorpion tail. "Cuz it's a little hard to be threatened by a guy in an old school Scorpion suit."

The man snarled as he swung his tail at Spider-Man, but the hero ducked under it and backflipped away as the spider-themed man struck the spot he was in with his mechanical spider legs.

"Come to think of it, all your suits look familiar. I'm pretty sure that's Steel-Spider's suit."

'Behind you.'

Spider-Man turned his head just in time to see Beetle, who was now in the air thanks to the purple wings his armor activated, charge up some kind of energy into his gloves and fire it as a concentrated beam. Spider-Man showed no worry as he shot some web lines to a nearby lamp post and pulled himself away from the attack.

"And I'd recognize Beetle's old suit anywhere. And I know you're not Abner Jenkins under that mask," Said Spider-Man, who shot a stream of webbing at Beetle's hands and ensnared them. In Beetle's haste to free his hands, he didn't notice as Spider-Man leaped from the post and delivered a punch to his mask, causing him to slam into the building's wall before hitting the ground. "Did Villains R Us have a special Christmastime sale on used clothes or something?"

"Laugh it up, Spider-Man, but pretty soon, we'll be living it up while you simply DON'T live," Said the spider-themed man as he used his mechanical legs to try and impale him with their sharp tips. Spider-Man tried his best not to be spider kabob by jumping, rolling, and deflecting every swipe and stab while managing to score a few hits of his own. As he did this, the Beetle had managed to free himself by charging energy into his hands and burning the webbing long enough to tear right through using his own strength.

'Incoming from the side!' The symbiote warned as his spider senses tingling. He leaned his back as far as he could just as Beetle fired, the heat actually causing a slight stinging sensation to the symbiote as it flew past Spidey's chest by mere inches. However, that left him open to getting smacked to the side by a mechanical spider leg and into some garbage cans.

"Cheap shot," Spider-Man said as he rubbed his head. Before he could get up, however, the scorpion-themed man shot his tail forward and wrapped it around Spider-Man's legs, laughing as he hoisted him into the air like a trophy.

"Thank Hobgoblin for these sweet ass duds. You can call us Beetle, Metal-Spider, and Scorpio!"

"Oh, now I get it. You're all part of Hobgoblin's recycled villain's gang. That makes so much sense." Spider-Man said as the Beetle finally managed to free his hands from the webbing.

"We prefer "new and improved"," Said the Beetle.

"New and improved? Seriously? You call taking other guys suits for yourselves "new and improved"? Even your names are rip-offs!

"Hey, we managed to beat you, didn't we?" Said Scorpio.

"Beat is a strong word..." Spider-Man muttered under his breath.

"And after we take you out, we'll be sitting pretty for the rest of our lives," Said Metal-Spider, preparing his mechanical legs to strike. "Any last words before I put a few holes in your little costume?"

"Sure, how about me saying that you guys seriously need to reevaluate your definition on new and improved if you think it means copycating?" Looking back down, err, up towards his feet, he grinned under his mask as he added, "And I'm the guy to teach y'all."

The material on Spider-Man's right hand suddenly started shifting and changing shape to form a long, sharp blade. He then reeled his arm back and slashed right through the tail. Landing on the ground in a crouching position, Spider-Man's blade morphed back to normal and he delivered a swift drop kick to Scorpio's chest, sending him flying back.

Getting up from the ground, Scorpio shouted "You son of a bitch, do you know how much this suit costs me!?" as he pointed to his ruined tail.

"Two dimes and a nickel?" Spider-Man vaulted over Beetle, who tried to hit him with a glowing fist, and grabbed a mechanical leg that Metal-Spider tried to impale him with and spun him around before slamming him into Beetle, interrupting his attempt to fire another beam of energy.

Scorpio, now enraged, let out roar and he charged forward.

"Yeesh, take a joke." Spider-Man sidestepped a punch and then ducked under a swing before delivering an uppercut. Scorpio tried another punch, but Spider-Man grabbed it with one hand and used the other to punch him in the face. While Scorpio was disoriented, Spider-Man him with a punch to the gut, following with a hook to the face, and finishing with a roundhouse kick. As Scorpio stumbled back, one of Spider-Man's hands turned into a long tendril that wrapped around Scorpio and tossed him into the air. Spider-Man followed him into the air, grabbed onto him, and slammed into the ground.

Scorpio groaned as he tried to pick himself back up, but simply flopped back onto the ground unconscious.

"That makes one," Spider-Man said as he ensnared Scorpio in his webbing so to avoid him escaping if he regained consciousness.

'It looks like one of them is trying to get the money while you're distracted

"Huh?" Spider-Man looked back to see Beetle flying towards the roof. "Hey, I'm over here, in case you forgot." He shot a web line towards Beetle and it connected with his boot.

"Gah!" As Beetle struggled to break free, a mechanical spider leg sliced right through it, freeing him and letting him get to the top roof.

"And I'm over here," Said Metal-Spider. Using his mechanical legs, he catapulted towards Spider-Man. When he landed, he brought two of his Spider legs on Spider-Man in order to impale him, but he managed to grab them just inches from his glowing blue lenses.

"You have two arms, I have four." Metal-Spider then prepares to stab him through the chest with his remaining legs. "Guess this spider wins." However, when he tried to follow through, black tendrils shot out from Spidey's back and wrapped around the legs, keeping them safely away from Spidey's skin.

"What the hell!?"

"And I guess you thought wrong." Just as Spider-Man said this, he could feel a buzzing coming from his right arm.

"Hey, partner, you mind if-" Another pair of tendrils sprouted from his back and wrapped around the spider legs that Spider-Man was holding back.

"k' thanks," Spider-Man, now having free use of his arms again, had the symbiote move itself from the part of the arm that obscured his webware and the message he had been sent was brought up on-screen. It was a text message from Barbara "Bobbi" Morse, AKA his fellow vigilante and girlfriend Mockingbird, asking him where the hell was he.

As the symbiote's tendrils hoisted the struggling opponent into the, Spider-Man texted back, "Watchu mean?"

When the symbiote began to pull each of the legs in separate directions from each other, realization of its plan hit Metal-Spider and he pleaded "No, don't! Stop!"

Some seconds pass before Bobbie texts back "2 words, rock fell."

"Rock fell? Rock fell, rock fell, rock fell... Oh, right! Spider-Man exclaimed when he realized what she meant. He recalled that they were supposed to have a date at the Rockefeller center at 8:30 PM. He even set up his webware alarm to set off fifteen minutes early so he could get there on time. He looked at the webware's digital clock on the corner of the screen to see it display the current time as 7:40 PM, so what was...

'You did remember to reset your clock after that business trip to China, right? Asked the symbiote, tearing off Steel-Spider's mechanical legs at the exact moment his host's eyes widened in realization.

"Aw, nuts." Spider-Man facepalmed while Steel-Spider picked himself back up from the ground and ran at him, but all that amounted to was a punch to the face that knocked Steel-Spider out cold instantly.

"Well, let's wrap this up quickly. After all, standing up a former S.H.I.E.L.D. super spy is like a guaranteed death sen-... Oh please tell me I did not just see Beetle fly off with the money," Spider-Man pleaded as his gaze followed the supervillain fly off with a bag in each hand. And in the complete opposite direction of the Rockfeller center, to boot.

All he received was silence from his partner.

Spider-Man sighed before shooting a web line while muttering "A spider's work is never done," before swinging off in pursuit.

Beetle was flying full throttle while keeping his grip on the bags nice and tight. His partners may have ended up miserably beaten, but he wasn't gonna have his ass jailed too. He looked behind to check if Spider-Man had attempted to follow and saw nothing but the illuminated buildings. Seeing that the web-head wasn't following him, he sighed in relief. But when he turned his head back to the front to see where he was going, he found himself heading straight for a large spider web.

"Yeeaaargh!" Beetle cried out as he attempted to pull away. But it didn't work as he had too much momentum and he hit the net smack dab in the middle. He struggled as much as he could to break free while his wings flapped as fast as they could, but the effort amounted to nothing. He was stuck.

"And they say nature documentaries are a waste of time."

Beetle managed to tear his face away from the web and looked up to see Spider-Man's glowing blue lenses staring down at him from higher up on the web.

"Flying from a fight is kind of rude, ya 'know."

Using as much strength as he could muster, he tore his hand from the web and aimed it to fire, but Spider-Man shot a tendril from his shoulder forward and had it wrap around Beetle's wrist before jerking away from Spider-Man's position as it fired. Once the beam flew harmlessly through the sky, the tendril started oozing into the purple glove.

"As much I'd love to get roasting worse than ticking off Electro,"

The symbiote's tendril increased in mass and burst through the glove, rendering it useless in the process.

"I have a date that I'm a little late for,"

"A little?"

'Shut up,' Spider-Man said through the bond before continuing speaking to Beetle. "So I'm gonna have to cut this short."

A pair of razor lined tendrils sprouted from Spidey's back and slashed at parts of the web before the section Beetle was in disconnected.

Beetle fell from his position and activated his wings soon after to keep him off the ground. In response, Spider-Man pounced from his part of the web and slammed right into Beetle, sending the both of them downward. Beetle swung his fist at Spidey as they fell, but the hero grabbed his fist and punched him with his free hand to launch him a few good feet away. With the extra distance, and the desire not to become street paste, Beetle activated his wings again and took flight. But once he passed by Spider-Man, a web line connected with his back and yanked him back towards the free falling hero.

"I just told you that's rude," Spider-Man grabbed the upper pair of wings while tendrils grabbed the lower pair. "If you can't learn to behave with these, then I'm afraid you can't keep them, mister," Spider-Man said while he tore off the wings. He wrapped his legs around Beetle and shoot two web lines before entering a swing just inches from the ground. Once the motion reached its climax, Spider-Man let go of Beetle and landed on top of a lamppost. Deciding to finish things up, He shot a web line once more and it connected with Beetle's boot before he reached the ground, leaving him dangling in the air, and within seconds, was ensnared from head to toe in webbing.

"There, all nice tight for the cops. If you had a little bow on top, you'd be perfect." Looking back over to the streets, he saw that the bags had landed not too far away from them. Pulling the loot towards him with his webbing, Spider-Man dropped it down next to the trapped Beetle and said "Listen, I already called the cops and told them where we are, but I kinda have to go now, so mind staying here and keeping an eye on these for me? Cool, thanks," While webbing them onto the ground to make sure no passersby tries to get any bright ideas and leaped into the air to swing as fast as he could for the Rockefeller center.

(Scene break.)

To say the Rockefeller center was filled with people was a large understatement. And how could it not be, what with the bright and merry Christmas lights that adorned the scenery, along with the famous Christmas tree that stood in front of the skyscraper, it was almost impossible not have your spirits lifted by the merry cheer. Almost...

Barbara Morse sighed to herself as she skated around the ice rink for what felt like the five-hundredth time. Looking back to her webware, she saw that it was about to be nine. "Probably ran into trouble..." She told herself. At least, she hoped that was the case, as... odd as that sounds, because if that isn't the case, so help her, she's gonna tie him up and use her staves to beat him like a piñata.

As she was left to her thoughts, she almost didn't notice someone skate up besides her.

"Hey there, pretty lady. What's someone as beautiful as you doing all by her lonesome?" Said a man who's face was concealed behind his winter jacket's hood and scarf. His voice sounded deep and obviously fake.

Normally, she'd turn this guy down, but something felt familiar about him. And soon, she realized why. So, Bobbi smiled as she responded by saying "Because my boyfriend has worse timing than a toddler."

"Ooh, what a shame. Though, I'm sure that, probably amazing man, has his reasons."

"I bet he does, Peter, I bet he does."

"... How'd you know?" Peter asked in his normal voice.

"Doesn't matter how much you cover yourself, only you could use a pick up line as bad as that."

"Well, hopefully this fools everyone else. Being the CEO of the biggest company in the world makes it a real pain to go out in public."

"Aww, poor baby, being rich and famous must be so hard for you." Bobbi said with mock pity.

"Hardy, har, har." Peter said with a small smile and a roll of his eyes.

"So, what took you?"

"Bank robbery. Guess no one remembers it's the season of giving and not getting."

"Figures," Bobbi said with an eye role. "You'd think that with the countless amount of heroes in this city, people would think twice about just jaywalking."

"I know, right? But nope! Apparently everyone thinks they're the one-in-a-millionth guy who can take me down and not get the ol' police car ride. Chalk that as another one to the scoreboard, woo! I am on a role on these past few weeks!" Peter said with pride. Thanks to his symbiote's help, he could wrap up his crime-fighting almost three times faster than normal. Just the day before yesterday, he fought the wrecking crew and trashed them in under three minutes! And the icing on the cake is that he's been able to devote more of his time to being a CEO.

"They've got guts, I guess. Now if only they had the brains to go with it. Well, whatever. At least you showed. That's more than I can say considering your track record with appointments."

"You know heroing screws with my schedule!" Peter said in defense.

"I know." Bobbi then kissed Peter on the cheek and said "And you're heroism is one of your best traits."

"Just the cheek? That's it? Don't I deserve a little more?" He asked with puppy dog eyes.

Bobbi patted him on the shoulder and said, "Baby steps, Peter. We've only just started the first date."

"Fine, then I'll just bring the Parker charm," Peter said as he did a two-foot spin. But lost his balance and and would've face-planted had Bobbi not grabbed him by the back of his coat and pulled him back to his feet.

"Hopefully that "Parker charm" doesn't end up giving you a broken nose."

Peter chuckled nervously and said, "Anyway, I've dealt with the villains and there's no big important meetings, It's just you and me on a-" Just then, he felt the familiar feeling in the back of his skull. "Damn."

"You've gotta be-"

Suddenly and from out of nowhere, a small object was thrown at the Rockefeller tree and exploded, sending it ablaze. While Peter and Bobbi were fortunate enough to have a good distance between themselves and the tree, others weren't so lucky. While no one died, people that were close to the blasts received nasty burns and/or were knocked unconscious.

"What the hell was that?!" Asked Bobbi over the screams of panic while the tree fell over to the ice rink.

More of those objects started raining down from the top of the Rockefeller center building, bombarding the area and bodies, both living and dead, were sent flying.

The vigilantes had ditched the skates and began running up the stairs out of the rink "Don't know. Let's get out and suit up so we ca-" As Peter spoke, one the objects falling right towards him.

"Look out!" Bobbi tackled Peter and her out of the way just as the object exploded.

"Bobbi!" He cried out in alarm from under her. He rolled her onto her side and asked "You okay?"

"Y-yeah, I'm fine. Just-gah!" Bobbi tried to stand up, but immediately winced in pain. She managed to shield Peter from the blast, but it didn't mean she wasn't unscathed. Part of the clothing on her back was burned off, revealing scorched skin underneath.

Before anything could be done, the streets were suddenly blocked off by red webs, keeping the civilians in, and any form of help out.

While people frantically tried to get through the webs, Peter looked at them in recognition. "Oh, no." He then sent a message through his link to the symbiote. 'We're trapped here and there's too many people. You're gonna have to get out and rip off those webs from the outside. Go!'

His scarf unwrapped from his face and fell to the ground before fading away.

From the top of the Rockefeller building, someone, or something, looked down at all the chaos he's wrought. Those incendiary grenades from the prison he was held in really helped set the mood. The screams, the destruction, it was like a play. And he was the star of it all. He began reviewing his little plan in his head so to remember his next move.

Subways closed off? Check.

Rockefeller center doors blocked off so to keep the people inside nice and safe for later? Check.

Blocked off streets to prevent anyone from interfering? Check.

Cause a panic? Check.

Now it was time for the main event.

He jumped down from the building, the wind causing what looked like liquid to fly off his body, and created a crater upon impact. He was a crimson red humanoid creature with legs that were like that of a raptor, spines aligning his back, a sharp pair of claws, menacing fangs, and twisted looking white patches that looked like eyes.

"Merry Christmas! Hoped y'all like that little present, cuz I'm just getting warmed up!" He proclaimed. The bright flames and thick smoke from the burning tree added to his terrifying appearance. Like a blood-stained demon walking out of hell.

"It's Carnage!"

"Oh my god!

The panic everyone had was increased tenfold, and Carnage's twisted smile grew wider.

"Good to know my name still holds wait around here. Here, have an early Christmas present from me to you!" Carnage extended his hands forward. Sharp needles extended from his palms and began firing into the crowd.

"Fill the halls with lots of bodies, fa la la la la la la la la!" He sang while the projectiles tore through the people with the speed of a machine gun. Each time a needle fired off, a new one would grow so the process would repeat. Blood flew as bodies hit the ground.

Peter and Bobbi kept themselves to the ground to avoid the fire.

Carnage stopped firing and morphed his hands into axes before running into the crowd.

"Lots of blood and tons of carnage,"

He slashed at a woman in front of him across the chest, tearing through bone and organs letting her fall to the ground to die. He noticed what looked like a fleeing family and pounced on a young teenager, buring the axes into his back before spinning around to decapitate the rest of the members.

"Fa la la la la la la la la!"

Peter felt watched helplessly as the Carnage indiscriminately killed everyone in sight. Bobbi snapped him out of his thoughts, saying, "Now's our chance to run."

"... Go on without me," Peter said as he got to his feet.

"What? Peter what are you doing?" She asked as she stood, fighting back the pain from her wound.

Peter didn't answer and just charged at Carnage while Bobbi kept calling him to come back.

As Carnage tossed aside another victim, his symbiote warned him of Peter dashing towards him.

"Dumbass," Carnage mused, whirling around and thrusting a claw forward. But Peter flipped over the attack and slammed both his feet into Carnage's face before backflipping off him, letting the killer hit the ground.

Getting off the ground, Carnage glared at the hooded Peter, who was in a fighting stance, and said "You're either real brave or real stupid."

"A little of both..." Peter muttered.

Sharp tendrils shot out of Carnage's body and headed straight for Peter, however, he managed leap back from the attack, letting the tendrils stab into the ground instead of his skin. But Carnage used the tendrils to slingshot towards Peter, slamming into him and pinning him on the ground.

"Doesn't matter," Carnage grabbed Peter by the neck and hoisted him into the air. His claws lengthened as he continued "I'm still gonna skin you alive and use your skin as a Christmas stocking.

Peter fought for breath as he struggled against Carnage's grip, but all he could do was flail his legs in vain. And he watched as Carnage reeled his arm back while looking at him in the eyes with a psychotic look, saying "Merry Christmas!"

Before anything could happen, though, a hulking beast tore through the webs, roaring as he it did. It was the Venom symbiote, taking a form similar to its "classic" look. Sharp fangs, long tongue, huge muscles, and blue spiders that adorned his chest and back with spider legs connecting them both.

The host-less symbiote gazed at the petrified people before him and pointed a clawed finger down the street he came from. "Get out of here!" It ordered, and the people quickly stampeded out.

Carnage smiled widely before turning to Peter, said "Looks like you've got a Christmas miracle. I've got bigger fish to fry," and tossed him aside before rushing towards his new target.

"Oh, Daddy!" Carnage called out, lunging at Venom, but was easily swatted away. Carnage had landed on his feet and jumping away from Venom's body slamming down on the ground. They both ran at each other. Venom threw an uppercut, but Carnage sidestepped it and slashed Venom across the face. Venom roared in pain as part of itself flew from its face, messing up its face before it fixed itself. It threw a punch at Carnage, but he dodged it, grabbed the arm, and threw him over his shoulder.

"Oww," Peter muttered from the ground before getting kicked in the side, "Hey, I don't need anymore bruises."

"In my opinion, you don't have enough," Bobbi scolded him. "What were you thinking?"

"Thought I could distract him for a bit," Peter said while he stood up. "But forget that. Let's get out. The symbiote can't take Carnage on for long."

Venom got himself back on his feet, only to get tackled by Carnage into the ice rink. However, Venom punched Carnage right off of him.

"You're a klyntar, but you're corrupted. Broken," Venom acknowledged as he stood up.

"I don't what klyn-whatever you said means, but I know corrupted fits me pretty well, hahahahahaha!" Carnage laughed maniacally as he lunged at Venom again.

The Venom symbiote dodged a swipe from Carnage, grabbed His wrist, and threw him away. Carnage responded mid air by firing a tendril which wrapped around Venom's outstretched wrist. With a quick jerk, he shot himself back towards his "father", knocking the symbiote down. He buried his claws into Venom's chest and tore them out through his sides, earning a roar of pain. What Carnage didn't expect though, was the long tongue that wrapped around his throat and tossed him aside. Before Carnage could react, Venom pinned him down and started to pound at him repeatedly. The Ice cracking beneath them from the force of the devastating blows. Carnage countered by spitting a red, sticky liquid into Venom's face which solidified. Using the distraction, Carnage sprouted a tendril and slammed it into Venom, knocking him away.

When they both got up, Venom tore off the substance from his face and cast it aside with a growl of annoyance. He shaped the mass under his feet to have spikes underneath for better traction and charged at Carnage shoulder first. He rammed his shoulder into the abdomen and sent the two crashing through what little remained of Rockefeller cafe's glass windows before smashing Carnage into the wall.

Venom backed off and raised a fist. But Carnage was faster and the symbiote was hit with a red mace to the face. While the host less symbiote stumbled back, Carnage followed up by jumping onto Venom's back, biting down on the symbiote's shoulders and using sharp tendrils to tear away at his skin. Through the pain, Venom rammed its back against the wall and grabbed Carnage, throwing him into a table which splintered under the force.

"That the best you got?" Carnage asked. He outstretched his palm and a barbed tendril shot out towards Venom. It tore through Venom's chest and protruded from its back. Before the black symbiote knew it, it was suddenly sent flying past Carnage where it collided with the walls. Carnage flailed the barbed tendril around with Venom still attached. Slamming his opponent like a wrecking ball, Carnage caused even more damage to the cafe and his opponent, all the while his psychotic laughter echoed.

Meanwhile, with Peter and Bobbie, the two stopped in front of an alley while others ran past them. The alley was completely empty and covered and dark shadows made it very difficult to see anything, or anyone inside it.

"Ah, alleys, a superheroes best friend. Just what would we do without you?" Commented Peter.

"Not my preferred place for a quick change, but beggers can't be choosers. Now let's hurry and go take that maniac out."

"Sorry Bobbi, but you're not ready for this. Not with that injury," Peter told her.

"What? Peter, I was trained to be a top class S.H.I.E.L.D. agent. I've dealt with worse things than this," She gestured to the her back.

"I know, but Carnage isn't some random thug in over his head. He's wild, insane, dangerous, insane, bloodthirsty, and have I mentioned insane? Even being slightly unprepared could be a one-way trip to a hospital."

"And if you think I'm gonna go patch myself up while you and you're "little friend" fight him, then you're obviously crazier than he is."

"I've got this, Bobbi. I've dealt with him for years. I'll beat him up and send him straight to Ravencroft like I always do." Peter gave a quick kiss to Bobbi's lips and said "Go."

Running into the alley, Peter muttered to himself, "While I try to believe my own words."

Back with the symbiotes, Carnage started to repeatedly slam the Venom symbiote at the same spot of the roof. Cracks started to form and spread with each impact until...

"Going up!" With one final swing, Carnage slammed the Venom symbiote against the roof so hard, he broke through it, the black symbiote landing right outside of the Rockefeller center building.

The Venom symbiote gave out a pained groan as it grabbed the tendril it was impaled with before tearing it out.

Jumping out of the newly made hole, Carnage approaced the Venom symbiote, saying "That was fun. We should make this a holiday tradition for ourselves. If you live till next year, that is."

Venom gave a threatening growl to Carnage and clumsily picked itself back up into a fighting stance. The damage was apparent, however, as the symbiote noticeably swayed from side to side.

"Getting tired already, Pops? Guess age is finally catching up to you."

Venom threw a left hook which Carnage ducked under and retaliated with an uppercut to the face. Venom stumbled back a little and Carnage punched him twice more. The next punch was blocked however, and was followed by a backhand that sent him tumbling across the ground. Getting up, Carnage watched Venom's hulking form charge at him. He waited until the last second to jump over him and fire spikes into his back, causing the symbiote to roar out in pain and skid to a halt. Carnage followed up by shooting some web lines and slingshot himself straight towards Venom. Carnage crashed into him and the two began to roll, biting, slashing, and punching each other, before Carnage kicked Venom off of him and the symbiote crashed painfully against the ground not too far away. Turning over to its side, Venom watched Carnage approach it menacingly, still seemingly raring to go while Venom could barely muster the strength to stand.

"Well, Daddy, you've had a good run, but it just absolutely pains me to see you like this. Looks like It's time for old Cletus to put ya out of your misery," Carnage said with a snicker.

"Why... do you keep... calling me your father?" Venom managed to weakly say from where it laid.

Because I know just how much you love our relation."

"Relation?"

"Pfft, did I hit your head too hard? Whatever." Carnage's claws lengthened and sharpened before he reeled his arms back, grinning from ear to ear to the one who laid before him. "So long, Venom!"

Before anything could happen, Carnage was suddenly hit in the face by a projectile, knocking him to the ground. It had moved so fast, his symbiote had no time to warn him.

"What the hell!?" Carnage could feel that whatever hit him had clung to his face, blocking his sight. The symbiote mass on his face started shifting and moving in order get it off. He recognized this substance and figured out who the culprit was. His symbiote's warnings about a red and blue hero heading straight for him confirmed his suspicion.

"God dammit." And the very second he got it off, he was met with a strong uppercut to the jaw that sent him flying high in the air before falling straight into the hole that led into the cafe.

"Impact webbing, helping kick butt since forever and still counting," Spider-Man said as he dusted off his hands. The Venom symbiote's weak moan brought his attention back to it.

"Sorry for taking so long, buddy," Spider-Man apologized as he knelt next to it. Putting a hand on the symbiote's chest, he asked "You think you're ready to take him on together?"

The symbiote's mass started to wrap around his hand and crawl up his arm. The symbiote's body started shrinking down as it covered more and more of Spider-Man's body. Soon enough, the two were bonded once again.

"I'll take that as a yes."

"Raaahh!" Carnage bursted out of a newly made hole in the ground and dived straight for Spider-Man, claws forward. The hero quickly performed some backflips and all Carnage pierced was the ground.

Pulling his claws out of the ground and standing up at his full height, the white patches that served as Carnage's eyes widened as he gazed at Spider-Man. "Spider-Man and Venom bonded?" He then bursted out into uncontrollable laughter, saying "Oh, that's rich, hahaha! It-It's like the best, hahahaha, the best joke ever! Hahahahahaha!"

"I decided I needed a little makeover. Nothing wrong with that," Spider-Man shrugged. Deciding to take the offensive, Spider-Man shot web lines straight at Carnage. But Carnage leaned his body to the side, grabbed the strands, and yanked Spider-Man towards his newly formed axe.

"Whoa!" Spider-Man exclaimed as he brought both hands down on the dull side of the axe mid-swing and vaulted over Carnage. "Speaking of makeovers..." Spider-Man continued as he shot a web line near Carnage and pulled himself towards him. He swung his leg at Carnage, kicking him hard across the face, which did more damage thanks to his momentum. "What the heck's with the leg job? You trying to imitate Krampus or something?"

As Carnage flew back, he stabbed his claws into the ground to stop himself in a crouching position. "Just something I got from my little "around the world" murder spree," Carnage said before firing off some spikes at Spider-Man.

"You went around the world and you didn't bring me a souvenir? Carnage, I'm hurt," Spider-Man joked as he rolled and jumped out of the way of the spikes and fired back some web balls twice the size of his fists.

"Not as hurt as you're gonna be!" Carnage laughed as he sliced through the white projectiles. He raised an arm that turned into a long tendril and brought it down on Spider-Man's position like a flail.

Spider-Man jumped out the way, but quicker than he expected, the tendril quickly moved to his position in the air and wrapped around his ankle.

"Not again!" Spider-Man cried out as he was slammed into the side of the Rockefeller center building.

As he hit the ground, Carnage waisted no time to bring his claws down on Spider-Man. But Spider-Man grabbed both of his wrists and kicked Carnage away from him.

Getting back to their feet, Carnage held out an opened hand said "It's not just for show, either. I'm stronger, faster," He clutched his hand into a fist, adding "And deadlier."

"I think it also made you more of a chatterbox than usual," Spider-Man commented. "And don't forget, you're not the only with an upgrade."

"And I love it. Really, I do. Now I get to kill two pests for the price of one!" They both quickly charged at each other with arms reeled back, and when the distance was closed, their fists collided. The sheer force caused each of their respective symbiotes to ripple.

Cletus was a human, Peter was a super human.

Peter's symbiote was strong, but Cletus' was stronger.

Cletus' strength was amplified by the darkhold, while Peter's strength was amplified by his spider armor.

They were on near even ground, and they knew that however the fight was gonna go, it would be down to the wire.

Carnage swung a claw downward, but Spider-Man moved out of the way and slammed his elbow into Carnage's ribcage. As Carnage reeled back, Spider-Man ran forward and punched Carnage across the face. Spider-Man followed up with a roundhouse kick which Carnage caught. He spun around and slammed Spider-Man into the ground where Carnage stomped on Spider-Man's chest so to pin him. Before he could, Venom formed sharp spikes on Spidey's chest, which went through Carnage's foot.

"Yearghh!" Carnage stumbled back while hobbling on one foot.

Spider-Man jumped to his feet and quickly ran forward to punch Carnage in the stomach. As Carnage flew back, Spider-Man fired a web line that connected with his opponent's face, letting him yank Carnage straight towards an uppercut. The force of the blow sent him up until gravity took effect. Spider-Man let Carnage fall and cocked his arms back. Once Carnage was mere inches from hitting the ground, Spider-Man punched both fists forward right into Carnage. In the blink of an eye, Carnage collided with the side of a building. His red body hit the ground before chunks of the debris fell on top of him.

As Spider-Man approached the rubble, he said to himself. "Wow, that was easier than I thought."

And when he said this, Carnage suddenly bursted out of the rubble with a roar of vengeance.

"Spoke too-gak!" He was interrupted by Carnage tackling him to the ground and repeatedly slashing away at Spidey's chest.

"Enough games! I wanna see your insides outside!" Carnage snarled, raising a clawed hand. He brought it down on Spider-Man so to tear it through his head, but the hero grabbed his wrist and struggled to keep Carnage's claws away. Carnage reeled back his other claw, but Spider-Man used the quick opportunity to punch Carnage in across the face. With the disorientation, Spider-Man pushed Carnage off of him charged at him once again. He punched Carnage twice in the stomach and once more in the face. But when he threw his next punch, Carnage blocked it and retaliated with a swipe across his torso, tearing through his symbiote, armor, and flesh.

"Gah!" Spider-Man cried out in pain as he covered his damaged chest, his symbiote fixing him up as quickly as possible.

Carnage raised a leg and kicked Spider-Man away, the hero tumbled for a bit before righting himself. Carnage lunged at Spider-Man again, but he was just a little too slow, which led to Spider-Man ducking under him. He whirled around to face Spider-Man, but received a kick to the face that knocked him into the ice rink. He bounced against the ice before landing on his back.

"Ergh..." Carnage groaned in pain. Before he could even stand, Spider-Man leaped up high into the air, shot a pair of web lines near Carnage, and slingshoted himself down towards him, slamming his fist down on Carnage's gut.

"AHH!!" Carnage cried out in pain before slumping down.

"And... and stay down..." Spider-Man panted with hands on his knees.

'Doubt even he can walk away from that. Doubt anyone can walk away from that, actually,' the Venom symbiote said through their link. Peter, is this symbiote... my offspring?'

"You don't know? Don't you usually record your host's memories?" Spider-Man asked aloud.

'I've been refraining from doing that. Respecting your privacy.'

"Oh, well, yeah. It's yours alright," Spider-Man started off while looking over the unconscious murderer. "Cletus Kasady, AKA Carnage. He's a grade-A psycho with a knack for leaving bodies behind everywhere he goes. One day, a former host of yours was sent to jail and shared a cell with this nutcase. When you came to bust him out, you spawned a new symbiote. It bonded to Cletus and cranked up his crazy up to eleven, making him one of the greatest threats either of us ever dealt with for years," Spider-Man explained while his partner digested the information.

'So I did create this monster... It's my fault all of this happened...'

"Don't... Don't beat yourself up. We got him. Now we'll just send him back behind bars and problem solved."

'Has that worked the last times we defeated him?'

"Well..."

'I thought so. We need a more permanent solution, and I think I have an idea.'

"Idea?" The hero raised a brow.

'If we can-'

But before the conversation could continue, red tendrils wrapped around Spider-man's body.

"Aren't you forgetting someone?" Carnage asked as he glared at his captive. "Nothing keeps me down!" He repeatedly slammed Spider-Man against the ground before throwing him into the cafe.

"He's still going even after all that?!" Spider-Man asked in shock as he got up from the ground.

"He's relentless!"

Spider-Man rushed back out, but saw no sign of Carnage. His ears caught a crashing noise from behind him, followed by screaming. Jumping out of the rink, he saw the destroyed entrance of the Rockefeller center and people running out for dear life. On the floor were the ruined doors and pieces of red webbing.

"Dammit, we were too distracted!"

'He's gonna get away! Move, now!'

"I know, I know!"

Spider-Man pushed against the crowd and once inside, leaped over the crowd and started swinging from the roof, following the trail of red web lines hanging from the ceiling, most likely used by Carnage to avoid being slowed down.

He stopped swinging once he reached a narrow and empty hallway. Well, almost empty if it wasn't for the presences of Carnage and the struggling captive he was dragging around. He turned to Spidey and roared at him, before turning back to a staircase and slashing away at the webbing blocking it off so he could jump in. The red symbiote quickly sealed up the staircase with a new web to take its place, along with extra webs to slow Spider-Man down.

"Oh no!" Spider-Man rushed towards the staircase and with his symbiote forming sharp blades around his arm, he quickly started tearing through all the webs that blocked his path.

Once he reached the bottom floor, he saw that he was inside a subway station. The place was lacking trains, and the area was completely dark.

"He must've taken out the lights," Spider-Man concluded. "Good thing my spider armor has night vision mode. But I'm gonna need you to be extra vigilante. Carnage doesn't trigger my spider sense, so he can attack anywhere at anytime."

'Got it.'

"Good." Spider-Man spotted a few red web lines hanging from the cealing. Judging from how they were lined up, one could only assume Carnage was heading deeper into the subway in that direction. "Because this has trap written all over it."

Swinging in the direction Carnage was heading, Spider-Man hoped that whoever Carnage kidnapped, he wouldn't kill him before he arrived. But knowing Carnage, that's a very slim possibility. Didn't take long before he saw a red figure stumbling around by himself.

"That's as far as you go, Carnage!" Spider-Man proclaimed as he stopped some distance away.

Carnage whirled around before running at Spider-Man, but Spider-Man encased him in webbing and pulled him over.

Cocking back his arm, Spider-Man said "Where's the hos-huh?"

He stopped mid sentence when he saw Carnage's face. The patches were smaller and more organized, looking more like his lenses, and he lacked a mouth.

"Help... breath... can't... breath!" "Carnage's" voice came out muffled, but the panic was evident as he struggled profusely.

'That's not Carnage, it's a decoy!'

"Not this old trick again," Spider-Man cursed as his fingers gained claws and cut open the mouth area.

"Th-thank you Spider-Man..." The man breathed heavily as he took in the air he so desperately needed.

"Where'd Carnage go?" Spider-Man asked while slicing open the webbing and costume.

"I... I don't know. He wrapped in this red stuff and told me to run... Or he would kill me..." The man said between pants as he removed the substance.

"A red herring."

'Smart move, for a psychopath.'

'And because of it, I doubt we can catch up to him. With all the ground he's covered and the fact the subway tunnels are like a maze, it'd be like looking for a needle in a haystack.'

'Can't trace him, either. His symbiote is blocking all my attempts to do so. He's as good as gone.'

"I'm sorry, Spider-Man. I'm so sorry," The man apologized.

"It's okay. Let's get you out of here," Spider-Man dismissed his apologies. He wrapped an arm around the man's waist and started swinging towards the direction he came from.

(Scene break.)

Carnage put his hand against the tunnel wall, using it as support as he kept moving. He wanted to rest, but he knew he couldn't. If he stopped for even a minute, he would risk getting caught by the web head or some other costumed freak. And in his condition, just about anyone could kick his ass. He could only produce a thin layer of his symbiote's mass. Enough to keep that guy from breaking out of it. Anymore could weaken him even more than he was. He couldn't swing either, since that would also weaken him faster. No, he had to run. Drag himself for as long as he could to safety. From there, he would wait and heal. Get himself back into shape. And after that...

Revenge.