answers to reviewers questions and statements:

darthwolf: At the moment, Peter is the second most powerful being taking part in this war, the first will be shown a bit this chapter and in the next.

Yohnos: Peter's cancer will be the last thing on Diana's mind when she see's what's become of her husband.

Lucicide: I have a knack for going against people's expectations, sides, a Red Lantern is far more fitting for Venom than Yellow. Diana and Superman will not end up together in any shape or form. In fact, come year three and onwards, Diana and Superman's friendship will be strained to the breaking point.

Draconeis: Peter has no willpower anymore, all he's filled with is rage. And it's not going to scare Venom, this is exactly what he wanted all along, well the Red Lantern Ring is unexpected but a welcome one.

MCRasengan: They will, but it's just one so Venom isn't exactly a priority to either side just quite yet.

Drakon45: Yes, in Year three her loyalty to Superman will be all but destoryed.

CRUDEN: Honestly, yeah, though with a added mixture of Resident Evil thrown in to the mix.

superpierce: Back in the Pre-New 52 univserse/history, Krypton used to have an empire with Zod in command of it's military before it isolated itself. Same thing apply's here, and as for why Zod led a purge against them, long story short, the symbiotes were like a plaugue running through it's empire and after losing dozens of worlds and hundreds of thousands of lives, Krypton found their homewolrd and destoryed it, scattering the symbiote survivors across the universe.

Dracus6: No I don't know what that is nor have any interest to know.

Disclaimer: I don't own any Marvel or DC characetrs seen, mentioned or used.

Otto shook his head in silent displeasure as he glanced towards the distant city scape of Las Vegas where dozens of Green and Yellow Lanterns were fighting for supremacy. Their pitiful war was making it difficult for him to travel which was already hard enough with his failing health. Still, if things panned out right with this risky meeting of his, it could very well be worth it. The crazed villain took several deep breaths before he turned his attention to the seemingly abandoned dinner before him. At first glance it looked like the patrons had fled not long after the intergalactic war started... until one took a closer look and saw the blood stains on the windows.

'Even in the middle of a war between two Lantern crops, he still can't resist' Otto thought dryly as he approached the front of the dinner and pushed open the doors, only to frown when he felt resistance on the inside.

Otto casted a quick glance around before he had his four robotic limbs emerge from underneath his jacket and seize the door before ripping it clear off it's hinges. What he was greeted to was a small pile of men, women and children, all dead and mutilated in ways that Otto didn't think possible. The man used his arms to slowly lift him over the bodies, the tip of his boot brushing against what he could only assume was a several month pregnant woman with a bloodied fetus forcibly rammed down her throat.

"Heeeey doc... it's been a while!" a light, almost friendly voice echoed from the other end of the dinner.

Otto glanced in the voice's direction as he was set back on the ground and he called his arms back to him. The doctor blinked at the lanky red hair men dressed in a bloodied white shirt, faded jeans and boots and a plate of pancakes before him.

"Cletus..." Otto nodded towards the host of the Carnage symbiote.

Cletus turned towards Otto with a grin as he took a bite of one of his pancakes "Heard about Metropolis, have to say, I'm jealous. Do you have any idea how long it'll take me to top that?!"

"I wasn't aware we were competing mister Kassidy" Otto said as he glanced around the Dinner turned butcher shop "Though if we are, you have me beat in quality"

Cletus laughed, a dark, echoing laugh that caused many people to shiver in dread "And don't you forget it doc!"

Otto watched as Cletus took a few more bites of his pancakes before he cleared his throat "I have a proposition for you"

"Oh?" Cletus said as he glanced at Otto with a raised brow "What kind?"

"The bringing about Spider-man's ruin kind" Otto responded as he watched Cletus's every move.

The crazed killer blinked at this before he began to chuckle "Ahh, getting another Sinister Six together Otto? Want me to be it's strongman? Loose cannon? Wild Card?"

"In a manner of speaking" Otto said with a sigh before he winced at the pain he felt in his chest "I was also hoping you would let me study your Symbiote"

Cletus's face went blank at this, his body still and his eyes cold "...What for?"

"A little... side project of mine" Otto said carefully as he mentally prepared his arms to attack should Cletus try anything "No harm will come to your other half. I just need to examine a few things and take a few samples for further study. Samples that I will return, untampered with"

After a few seconds of silence, Cletus grinned and turned back towards Otto as a familiar red substance began to slowly crawl out of his pores "Mmmm, okay, but on one condition"

"Name it" Otto said, relieved that he wouldn't have to fight Carnage, in is condition he wouldn't survive.

"I want to tear Wonder Woman apart in front of him before he dies!"

Otto stared into the blank soulless eyes of Carnage as he stood, towering over Otto's shorter frame with a wide needle tooth maw filled grin. After a few seconds of mulling over the mass murdering superhuman, Otto nodded as he held his hand out for Carnage to take.

"Done"

...

In all her years, Zatanna has dealt with some of the worse beings that creation had to offer. From murderous demons to self righteous angels, crazed immortals, her ex-boyfriend Constantine, and everything in between. She's fought the Joker, the Reverse Flash, Sinestro and his Yellow Lanterns, the Anti-Monitor and his legions of shadow demons, an evil version of the Justice League and in her time as Peter's girlfriend, almost every villain he's had. But none of those fights had ever invoked the sheer primal terror and heartbreak she was feeling now as she gazed into the corrupted eyes of the man she loved.

Venom tilted his head at Zatanna and hissed "Whatssss wrong Zee? Aren't you happy to see us alive still?"

The Mistress of Magic felt her skin crawl at the way he said her nickname. It was filled with mockery, anger, loathing and a monsoon of other negative emtions she couldnt begin to dechiper.

"P-Peter?" she said heastintly.

Venom shook his head at this "We told you Zee, there's no Peter, only Venom. He and I are together now!"

He was suddenly in front of her, his ringed hand cupping Zatanna's face while he glared down at her with narrowed glowing eyes. The young woman flinched at the burning feeling she felt from Venom's hand as he ran it over her skin. A spell was on her tongue, ready to blast Venom back, but any attack she unleashed on Venom was also an attack on Peter as well. Before she could say or do anything, Venom's head snapped towards where Zod was emerging from the ice and growled at the Kryptonian. He took a step towards him before Zatanna reached out and grabbed his arm, causing him to stop and looked over his shoulder at the distressed woman.

"Peter, no, we need to get you out of-"

Venom cut Zatanna off by having a blood red gag of energy appear over her mouth, causing her to let out a muffled gasp of surprise as she tried to remove it.

"Don't worry Zeeee, we'll have plenty of time to play after we're done with Zod over there" Venom chuckled darkly as he turned his gaze back towards the glaring general.

Venom hissed at Zod as he raised his ring and fired off a concentrated blast at Zod. The Kryptonian didn't even bother to dodge it, he braced himself and allowed the crimson energy to collide with him. Zod gritted his teeth in anger and slight pain before the energy dissipated and he glared at Venom as the symbiote possessed man fell into a crouch and hissed.

"Is that your best shot?" Zod barked at Venom who responded with a dark grin.

"Yesss… it will be" Venom said with dark amusement.

Zod scoffed as he charged towards Venom, his figure all but invisible at the speed he was moving. Venom braced himself as the Kryptonian slammed into him, the force of the blow creating a powerful shockwave that cracked the ice underneath them. Venom growled in pain as he grabbed Zod's shoulders and rammed his head into the fallen General's. The force of the blow caused Zod's head to snap back before he received several blows to the torso followed by a blast of crimson red energy to the chest. Venom watched with dark glee as Zod was sent flying through the air before he gave chase, nothing more than a red and black blur to anyone who could keep track of the fight. Zod had just regained his bearings before Venom's larger former slammed into his own, sending them both hurtling towards the icy ground before Venom planted both feet on Zod's chest and kicked off, sending the alien war criminal straight into the ice.

Zod let out a pained groan as he tried to climb back to his feet before he was blasted again by Venom's red ring, being sent further into the ice before Venom landed on his chest, the force of the landing knocking the wind out of Zod and enlarging the crater even further. Venom laughed as he slammed an enlarged fist with a red knife knuckle like glove over his hand right into Zod's face. The force of the blow knocked several teeth loose and caused blood to begin dropping from Zod's mouth. Venom hissed as he reared his fist back for another punch before he was suddenly blasted in the back by twin beams of heat vision.

Venom stumbled off Zod and glared back at Ursa who had finally rejoined the fight. The symbiote hissed at the female Kryptonian as he fell into a crouch and had four red spider like limbs emerge from his back, each one ending in a serrated barb. Ursa snarled at Venom as she built up another volley of heat vision to blast Venom with when she was suddenly encased in a orb of light blue energy. Both Ursa and Venom were taken back by this before Venom saw Zatanna, her gag removed, glaring at Ursa.

"Try and hurt him again... I dare you" she whispered angrily before her gaze flickered towards Venom.

For a brief moment, Venom felt his control slip ever so slightly before he crushed whatever feeling that the human female was stirring within his host. He was just about to raise his ring and put a hole through her chest when he was tackled tot he ground by Zod. As the Symbiote and Kryptonian resumed their battle, a few hundred feet away behind a chunk of ice dredged up from the two powerhouses' fight, Ares watched with smoldering eyes.

"Damn, and Diana isn't here to see this" Ares said with a chuckle "Such a pity..."

The look of horror she'd be sporting at the sight of her corrupted husband would be priceless. In fact, the infamous War God would trade very bit of power he had currently to see such a thing on his half sister's face. The anguish of knowing that she drove her beloved to this.

'Well not entirely... but she'd be blame herself regardless if she had any role in it' Ares thought as he glanced at Zatanna and watched as she muttered several spells to further immobilize the Kryptonian she had trapped.

He was tempted to attack her and release the Kryptonian so she may join the fight, or even head back to Superman's fortress and switch back on the Phantom Zone projector and have more of the aliens spill out into the world. But for now, the intergalactic war above, and the fight between the Ultimates, or what was left of them and Non, and the battle between Zod and Venom was enough.

'Still... conflict doesn't have to be literal' Ares thought as he appeared behind Zatanna and loudly cleared his throat, causing her to turn towards him, her eyes glowing with magic as she summoned a ball of mystical energy in her hand. The God of War took in Zatanna's attire with hum before he spoke.

"How do you stay warm in that?" he gestured towards Zatanna's fishnet stockings, heels, white button up shirt with a deep cleavage line, black blazer and top hat.

"What are you doing here Ares?!" Zatanna growled as the mystical energy in her hands and eyes increased in intensity, the veins around the young beauty's eyes starting to glow with magical energy running through them.

"I'm merely enjoying the show" Ares said with a grin as he nodded towards where Venom and Zod were fighting "Nothing more..."

Zatanna blinked at Ares's comment before her eyes narrowed in rage "You! This is your fault, wasn't it?!"

The God of war turned towards the powerful mortal with a dark grin under his helm as he began to fade "I may have suggested Atrocitus to send a ring near this planet around this time. I had no idea that it would be the Spider that would acquire it... well, not with certainty"

Zatanna gritted her teeth at the immortal and was just about to say to hell with it and attack the God before he was gone, leaving Zatanna alone with only Zod's snarling bitch for company while the man she loved, possessed by an alien parasite and a ring of rage, fought a crazed Kryptonian war criminal to the death only a few hundred feet away...

...

"Shit, shit, shit, shit, shit!" Guy muttered to himself as he raced through the atmosphere, doing his best to catch up with Hal while avoiding being dragged into any fights with the Sinestro corps.

The fight wasn't going in there favor thanks to Superman drawing it down to Earth where Guy's fellow Green Lanterns were being forced to hold back or risk getting bystanders killed in the crossfire. Though a small part of him couldn't help but think that if they were dumb enough to stick around and watch, whatever happened to them was on them.

'Yeah, I say that now...' Guy thought with an eye roll as he saw that Hal was nearing Ferris Airfield, where Batwoman and Huntress were in the middle of stealing several of the company's new high speed aircraft for their trap against Superman.

Though if Hal get's them, that part of the slowly collapsing plan will fail.

Guy had just reached the outskirts of the facility when he saw Hal use his ring to catch one of the stolen aircraft and slowly lower it to the ground, not too far from where Carol was.

"Carol, are you okay?" Hal asked as he touched down.

"I'm fine" the former Star Sapphire said with a nod before she glanced at the jet that was nearly stolen "What are they doing here?"

"They're trying to help" Guy interrupted whatever Hal was going to say and caught both his and Carol's attention.

Guy landed not to far from the two with a stony glare thrown at Hal "Let the plane go Hal..."

Hal bristled at this before his eyes narrowed and he took a step towards Guy "That's not going to happen Guy"

The red head blinked at this before he shook his head "Are we really going to do this?"

Hal's response was to take several steps towards Guy, his ring ready as was Guy's before Carol was suddenly in between the two stubborn men.

"No, you're absolutely not!" she snapped at the two "I can accept a certain amount of macho bullshit from you two, but I'm not going to stand here and watch you two beat the ever loving hell out of-"

Carol was suddenly cut off as a beam of Yellow energy slammed into Guy, sending him skidding across the tarmac. Carol yelped in shock and fear while Hal looked to see who blasted his friend. He was met with Sinestro, flanked by two of his yellow Lanterns and a smug look on his face that Hal was very tempted to smack off him.

"H-Hal...?" Carol said with fear in her tone at the sight of the infamous intergalactic criminal.

Hal sighed at this "It's okay, their one our side"

Carol looked at him like he was crazy while Guy climbed back to his feat with a groan "Okay... if that's how it's gonna be..."

He began to walk back towards the five, doing his best to ignore the pain from his arm and where Sinestro had blasted him "You know, I did everything I could to convince them. I told them that there was no way that Hal Jordan or John Stewart would ever side with Sinestro of all people. I promised that you'd come around, maybe at the most inconvenient or perfect time"

Guy than stopped and took a deep breath as he gaze at his fellow Green Lantern "You were supposed to be the best of us man! You were the one that the Guardians chose. Me, John, Kyle, we only got the gig because you weren't around. Your not supposed to be Superman's puppet. You're supposed to be better than this. Shit man, if anything I should be where you are!"

Sinestro smirked at the human Lantern "Shut him up"

Guy sighed as he hung his head while the two flanking Yellow Lanterns rushed towards him, intent on putting him in the dirt permanently "I'm a cynical bastard, but I still had faith in you Hal..."

The two Yellow Lanterns both unleashed a firestorm of yellow energy towards Guy, blanketing the entire area he stood in yellow light, causing Hal and Carol to shield their eyes. As the light died down, the two, along with Sinestro and his two Lanterns all waited to see Guy's broken, beaten body on the ground... what they say was Guy perfectly fine, protected in a green energy bubble.

Sinestro's eyes widened in shock as Guy gave them all a smirk "Yeah, that's not going to work. You think we didn't prepare? We didn't come all this way to have our asses handed to us. I never stopped believing in you Hal..."

The energy shield disappeared as Guy nodded solemnly behind them as a bright green light appeared, causing them to follow Guy's gaze and freeze at what hovered before them.

"But the Guardians… they gave up on you Hal" Guy said as Ganthet floated before them all with a calm expression on his face.

"Ganthet?" Hal said with a tremor in his voice, both in shock at the sight of a Guardian so far from Oa... and the fact that a Guardian was here. Taking part in this fight.

Ganthet said nothing, he merely raised his hand and sent forth a wave of pure willpower that sent Hal, Sinestro and his two Yellow Lanterns flying, as if they were mere flies. Sinestro landed in a roll and quickly got back to his feet before he used his ring to seize the jet that Hal caught and lifted it into the air as it's pilot, Huntress, quickly jumped out.

"Guardian!" Sinestro yelled as he threw the jet towards Ganthet.

The several billion year old being held a hand up just as the jet collided with him, creating a large explosion that sent flaming derbies everywhere. Guy saw that Carol was going to get hit by some of it and quickly raced to her size, scooped her up, and took off into the air.

"I've got ya!" Guy said as he formed a forcefield over her as well.

Guy glanced back at the sight of Ganthet, still floating in the air without a scratch on him as he stared coolly at Sinestro and his yellow Lanterns "I better get you out of here. This place is probably going to be collateral damage soon. Hope your company is has insurance for intergalactic wars"

As Ganthet sent another, more powerful wave of willpower towards Sinestro and his Lanterns, Hal saw Carol in Guy's arms and quickly rushed after them. He ws in front of them in seconds with a snarl in his voice.

"Guy! Give her to me!"

"It's okay Hal" Carol said as she tried to calm Hal down "Guy saved me. He's-"

"GIVE HER TO ME!" Hal screamed as he grabbed Carol and tore her from Guy's grip and sent a energy mace right into his face.

Carol shouted at Hal to stop and Guy fell back down towards the earth with a bloodied face. Ganthet heard the commotion and turned just in time to see Hal strike Guy and was now letting the man fall to his possible death if no one intervened. Ganthet felt a spark of rage grow in him before he quickly collected himself as he reached out towards Hal's ring while he blocked several attacks from some of Sinestro's Lanterns and mentally grabbed Guy before he could hit the ground and gently lower him back to Terra Firma.

"Hal Jordan..." he said in a cool, detached voice as he gained control of Hal's ring "You have broken your oath. You are no longer worthy of the Green Lantern's light"

Suddenly Hal's ring was ripped from his finger, causing his uniform to disappear.

"No!" Hal said in terror as he and Carol were held up by Ganthet before Sinestro appeared, a large hammer construct formed and swung right towards the Guardian.

Ganthet was forced to divert his attention back towards Sinestro and block the attack which in turn caused him to release Hal and Carol from his hold.

"Sinestro!" Hal shouted at the fallen Green Lantern as he and Carol fell towards the ground below, at their height, it was impossible to survive "Save Carol!"

"No..." Sinestro said as he kept pace with Hal's descent.

"Please!" Hal begged his former arch nemesis.

"We need you in this war" Sinestro said with a shake of his head before he held out a glowing Yellow Ring with a grin "Save her yourself"

Hal stared at the ring with wide eyes, uncertain if Sinestro was being serious or not. But then he saw how carol was getting closer and closer to the ground. Sinestro saw the look of fear in Hal's eyes and almost grinned as he decided to give the Lantern one last push.

"Don't be ridiculous!" he stated with a shake of his head "This isn't a moral quandary. You're powerless Jordan. Carol will die. Take it, save her!"

Hal stared at the ring for another moment before he closed his eyes and took the ring from a grinning Sinestro as he slid it on.

"Now..." the intergalactic warlord said with a grin "Fell her fear... use it!"

Hal's entire body was covered in a yellow light before it faded and he was now don in a yellow and black suit, the Sinestro Corps emblem burning brightly on his chest. Hal took a deep breath as he flew after Carol and formed a hand construct to catch and break her fall.

"They tried to cast you aside. They tried to take her from you" Sinestro said with a triumphed grin on his face while Hal gently set a shocked Carol on the ground "They tore us apart but they forced us together again Hal. You and I, are one Corps again. Let's show them fear!"

...

Thousands of miles to the north, deep in the artic tundra, Zod struggled to avoid the onslaught of red energy blasts being shot at him by another Lantern. Venom hissed in anger as Zod weaved his wat through the barrage of energy blasts he was firing. A few hundred meters away, Ursa was still struggling to escape from Zatanna's prison and aid her mate against the Red Lantern. A part of Venom hoped she would escape, it was curious on how Zod would react when the smybiote tore Ursa's head from her body in front of him.

The momentarily lapse in concentration caused Venom's energy barrage to lessen and allow Zod to quickly fly towards him and send a punch right into Venom's face with enough force to level a mountain. Venom growled in anger as he caught Zod's follow up attack with his hand before he frowned as the Kryptonian was beginning to physically overpower Venom. The super pill that Peter took earlier was starting to wear off, meaning Venom was running out of time.

'We need him to weaken...' Venom thought as he pushed Zod back before he created a spider like limb construct and swatted Zod into the air.

Venom waited until Zod was a good distance away before he began to build up a powerful charge in his ring and aim it at the Kryptonian General. Zod halted his momentum and looked down at Venom to see he was preparing to fire before he built up his own heat vision and unleashed two powerful high speed beams of solar radiation.

"Gotcha!" Venom laughed darkly as he fired off a massive beam of crimson red energy from his ring, the ice underneath his feet cracking under the intensity of the energy.

The two opposing energy blasts met halfway between the two and created a powerful red explosion that shook the landscape. Venom stumbled before he send Zod blitz through the energy wave and right into him. The symbiote hissed as he formed several spider limbs again and had sword like constructs from over his hands and swatted at Zod as he tackled Venom into the ground and began to relentlessly punch the symbiote in the face, his punches becoming a blur with each hit. After several seconds, Venom grabbed one of Zod's punches with his mouth, his teeth digging deep into the Kryptonina's flesh and causing him to scream in pain as Venom pumped as much crimson energy into his hand, causing the veins to turn dark red and the flesh to start burning before Zod yanked his hand free and stumbled back.

He only made it a few feet before a powerful energy blast from Venom knocked him back and into a small pile of upheaved ice. Zod let out a pained cough as he struggled to climb back too his feet before Venom was in front of him and grabbed him.

Venom hissed as he held Zod in his clawed hands, crimsion energy leaking from his mouth and on to the Kryptonian's face. A long barbed tongue slithered out and ran over Zod's face before Venom spoke in a darkly amused tone.

"We really must thank you General" Venom cooed as it ran a clawed finger down Zod's face, casuing the man to squirm a little.

"Thank me for what?" Zod bit out as he tried to move but found his body failing to respond.

Venom grinned as it leaned in towards Zod and whispered "For setting us free..."

Venom that seized Zod's jaw and forced it open before he reared his head back and began to vomit a large amount of crimsion blood like energy down the Kryptonian's throat. Zod's eyes widened as he felt the burning, corosehive neergy making it's way through his body, burning and destorying him from the inside out. Venom chcukled as it listend to the gargled, pained sounds Zod was making as he mentally intensifed the energy he was spewing into Zod's mouth before he relased the Kryptonian and stepped back.

Zod fell to his knees, trying to vomit the crimsion energy he was forcibly fed while his veins began to turn a dark red and erode away from the corosehive energy within. Zod looked down at his hands in shock as he tired to understand how it was that his body was being so heavily damged before Venom answered his unspoken question.

"The ring..." Venom hissed as he help up his glowing ring with a maleovlent smirk "We created a small field around you when we started to fight, that 'best shot' of ours. It blocked all solar radiation from getting into you and we just waited for your body to burn up what it already had in it... hehehehe..."

Zod's eyes widened at this before he let out a chocked gasp of pain and doubled over as blood began to leak from his mouth, nose, ears and eyes. Venom slowly approached Zod before grabbing him by the head and forcing the man to look up at the Red Lantern as venom growled.

"Your kind was right to fear the Klyntar" Venom said before he reared his head back and unleahed a powreful beam of crimsion hate filled energy right into Zod's face.

Zod only had time to let out a surprised scream of pain before it was quickly cut off as his flesh was burned away by Venom's attack. After a few Seconds, the highly burnt flesh and bone gave way and deatched from Zod's body, leaving only his charred head in Venom's clawed grip. The Klyntar ceased his attack and exmained Zod's badly burnt head with amusement as he held the head up a little.

"Alas, poor Zod... we killed him well!"

Venom then dropped what was left of Zod's head before he gazed towards the sky and let loose eeire, ominous roar that echoed across the artic wasteland...

...

And done.

Next chapter, Defeat...