It was a hot day in New York City. You could see the heat rising off the sidewalk. A bead of sweat was dropping down Peter Parkers face; of course you couldn't see it, under his mask. Nor could you see the worried look on his face as a blast of vibrated sound, air and electricity passed under him as he jumped. The shocker had been wreaking havoc in New York for a little over two weeks. Spiderman had tracked him to his lair in the sewers. Shocker had escaped while Spiderman did battle with his flunkies. He hadn't broken a sweat then, but now in the streets with innocent people getting hurt each time Spiderman moved out of the way, it was going to be hard for Spiderman to fight him. "C'mon you walk 'in pin cushion!" Spiderman yelled hiding his worried feeling "I thought you gave up on being an idiot!" "Oh yeah Spider dork!" Shocker yelled, "We'll see how stupid I am once I kill you!" Another blast came toward Spiderman. Spiderman wanted to jump out of the way but a group of children was behind him and they couldn't move fast enough. His spider sense was driving him crazy but he couldn't move. The blast hit him hard; the sheer force of it blew the back of his costume apart. He was lucky his mask wasn't affected. Spiderman was blown back about twenty feet. Two of the children behind him ducked out of the way as he flew past. He was imbedded into the ground where he tore up the pavement. Every part of his body ached, except for his chest, which was num and bleeding. "Ow" Spiderman said under his breath. "Well, well Spiderman" Shocker said walking toward him "Not so high and mighty now are you!" "Ow" Spider man said again as Shocker walked closer. Spiderman tried to get up but his legs felt like jello after a full on confrontation from the Shocker's blast. Shocker was about three feet away from him pointing his cannons right at Spiderman. "Any last words" Shocker said "Yeah" said Spiderman "Have a nice trip!" "Huh!" Shocker said. He hadn't noticed the web line attached to his foot. Spiderman pulled on it and Shocker fell on his back. Spiderman attached the old web line to a new one and shot it two a flagpole hoisting the shocker up. "What the heck!" Shocker yelled "Oh well at least you were dumb enough to leave my hands free!" "I wouldn't" Spiderman said staggering to his feet "I filled those up with web too." "Nice bluff!" shocker yelled He pushed the buttons to his rays, nothing happened. Then his arms started to shake and grow bigger until they exploded! Blood mingled with electricity and the shocker shrieked a scream that shook Spiderman and all the other bystanders to there very souls. The shocker grew thin as he hung from the lamppost and his blood ran through the gutters. As Spiderman and the police took his body down. "Spiderman" an officer said "No family of the shockers has been located and we don't want these to fall into the wrong hands so we want you to take these and keep them safe." He then handed the Shocker's shock gauntlets to Spiderman "Uh thanks" Spiderman said. He then shot a web line, and swung home.

Melissa was headed to the New York City Prison to give a gift to a prisoner there. The gift was a leather jacket; she had found it a couple of days ago on her front porch. She didn't know where it had come from or the name of the prisoner or the reason why she wanted to give the jacket to him all she knew was instinct. This instinct was like a voice at the back of her head pushing her toward the jail. When she had seen Spiderman fighting the Shocker the instinct told her to run, although she did not know why.

She approached the jail and went inside. Without thinking she asked to meet with a prisoner there named: Eddie Brock. The guard led her to a private booth where they could talk. One of the guards brought Eddie into the closed off room.

"Who're you" Eddie said "I've never seen you before in my life."

"I'm here."

The woman said in a zombified voice "All is well" She then pulled out the leather jacket and Brock immediately knew who she was. "Ah, I see" said Brock "So just how long were you going to leave me in here!?"

"I had to find a temporary host!"

"Shhhh! Not so loud!"

"Are you ready"

"Yes"

"Then let's do it!"

Suddenly the woman's color disappeared and it seemed as if she had aged a thousand years. She took on a Zombie like appearance. The leather jacket lost it's shape and morphed into a plasmoid state. Like liquid it went through the air/sound holes of the glass and started to form itself around Eddies body like a spandex suit. The Guards immediately reacted to the woman turning to dust in her chair. When the looked through the glass they saw a pitch black hulking figure with huge white eyes looking strait at them

"Hello boys!" Venom said; his drool coming down his tongue. "We're Back!"

Hundreds of black strands came from Venom's body like tentacles. They broke the glass and stabbed the guards. All of venom's form disappeared and he went into putty like state and he covered the guards with himself. He then assumed his normal form and the guards were gone from where they had been. "Yesssss" Venom said, "We love the taste of FLESH!"

Peter didn't know whether to be happy or sad. On the one hand; one of his greatest foes has been eliminated forever. On the other he had inadvertently caused the death of someone. Just as he had done with his Uncle Ben. "It's not your fault Peter" he said to himself "It was his! You warned him, you said not to! But it was you who put the web there in the first place wasn't it!"

He heard Mary Jane come in "Peter I'm home! Could you give me a hand with the groceries?" Peter walked in to the living room trying to hide his worries; Mary Jane has known him to long for that. She knew something was wrong "What's going on Peter?"

"I killed some one." He said

"Oh my gosh! Who!?"

"Shocker"

"You killed him?"

"Not on purpose"

"How did he die? You don't accidentally kill someone."

Peter told her the whole story from start to finish

" Peter" Mary Jane said, "It wasn't your fault, you warned him."

"But he would never have died if I hadn't wrecked his gauntlets"

"You're right" she said "but you and a lot of other people would have. Innocent people who you swore to protect"

"but.."

"And I'm pretty sure Shocker wasn't Innocent."

"I love you"

"I love you too"

The man walked slowly up to the military fortress entrance. The guard saw him coming but was a little surprised at his appearance, it seemed that he was a white man, but his skin was darker. Not darker as he had a tan, but darker as if his body had an eternal shadow over it. He came to the guard and stood there as if expecting something. "Sir I'm going to need your identification and Military ID." The guard said. The man reached into his leather jacket and pulled out an ID card, but like the man it also appeared as if it were cast in shadow. "General Edison Bockfort?" the guard said. "I've never heard of you." When the guard looked back up the man's clothes had completely changed. He was now whereing a uniform that a Five Star General would where. "Uhhhh..... Sir what just happened?" the guard said. Then the man spoke "How dare you question my Authority and my tactics!?! I should have you demoted so far back that you wouldn't even know how to salute! Now I see that isn't necessary, you don't know how even as I speak!" The man then quickly saluted and nervously said "Sir, yes sir! Go on ahead sir!" but when he looked back toward the man he was gone.

The man walked through all the doors he came to. He had been given high-level security clearance. When he got to the maximum-security facility where the military kept all there dangerous weapons the doors opened wide. He came up to a young man who was at the entrance to the rear facilities of the maximum-security prison.

"Sir who would you like to see?" the young man asked

"Keltus Kasidy" the man replied

"Oh I wouldn't sir. Kasidy's a serial murderer! A madman!"

"Yes, yes we.... I mean, I know all about him"

"No you don't sir. We have been keeping some information from the public. Like the supervillan: Venom. Keltus Kasidy is also known as Carnage, a red version of Venom if you will. Carnage is crazy, completely mad!

"I know all about him!" the man said in an angry voice "Now let me in!"

"Ok sir"

The man entered Kasidy's cell. He was in a containment orb surrounded by a wirers and beams of metal holding it up.

"Well, well, well if it isn't my good ol' dad! Eddie Brock!" Kasidy said

"God forbid." The Eddie said

"In a way you are. Your symbiote created mine! Venom created Carnage!

"Yes and it is Venom who will set you free!"

Eddie's clothes turned completely black and tightened around Eddie until his body was completely outlined in black. He reached out his arm and black goo flowed from his forearm like a faucet. It shot at a beam of metal then took on the form of a tentacle. He pulled and the beam broke in two. It ripped a hole in the orb and Kasidy jumped to the floor.

A red transparent goo started to form around his body until it outlined over him. A black outline of a skeleton could be seen in the goo. Then Kasidy started to laugh "HAHAHHAHAHAHAHAHAHAHA!"