Disclaimer: I do not own naruto or spiderman

authors note: this is my second fanfic, I am going to try and work on both of them periodically. Also I am not much of a fan of naruto getting the symbiote like in most stories, I like adding characters that are from the spiderman universe. So this story will be about a young and little more calm Cletus Kasady. He wont be calm for long so don't think that he will be out of character too much.

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Prologue: one month before the sand and sound invasion on the leaf village

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one of orochimaru's base's

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orochimaru and kabuto were both walking down the hallway toward the lab. "kabuto, is he already in the lab like I asked?" orochimaru asked kabuto who was smirking "yes Lord Orochimaru, I had him moved from his cell to the lab a little while ago" kabuto replied. They both were about to walk into the lab when orochimaru spoke "we cannot let him end up like the other one, he is our last chance because he has something special about his blood and he is the last one" orochimaru said with a small hint of malice in his voice.

"yes I know, I have made adjustments to the symbiote you created before and we should have a more...obedient one rather than the last one we had" kabuto said to orochimaru who in return said "you better be right kabuto, he is the last chance we have on this project and I would like the symbiote to be able to help me crush the leaf village when we launch the invasion" orochimaru said as he and kabuto walked through the door to the lab.

The lab was quite large and had many tables with all different kinds of colored liquids in test tubes. And in the corner was a large metal table with a redhead boy about thirteen years old laying on it and was hooked up to a heart monitor that held the steady beat of his heart on the screen next to the table , he was topless and had a pair of black cargo pants, with no shoes. He had restraints made of metal on his wrists and ankles. The boy's name was cletus kasady, a boy that orochimaru had found along with his brother after his family was killed by a group of bandit's for nothing but the money in their pocket.

Kasady saw the two walk into the room and gave them a glare. in truth he and his older brother were happy that orochimaru had found them because he gave them shelter and a place to live. But then the experiments happened after orochimaru had found something in their blood that was extraordinary. So he and his brother were the main focus of orochimaru, since then their life had been hell.

His brother was the first one to be experimented on and it has been about two weeks since the "failed" experiment on his brother and now apparently its his turn to be experimented on. Orochimaru walked toward kasady and stopped when he was next to him. "hello kasady, you don't seem to be in a very good mood today" orochimaru said with a smirk. Kasady just had a very angry expression on his face as orochimaru went toward to where kabuto was, which was where a big cabinet was. Kabuto opened the cabinet and retrieved a vile filled with a black liquid of some sort.

"this time we will have to inject it into his bloodstream in hopes to make him more compliant than his brother" kabuto said as he started to put the black liquid into a syringe. As he was doing this orochimaru went to a different cabinet and got out one of the village sound gauntlets, it makes a very high pitch sound to use against enemies. "this is so we don't end up like the last time, I am not going to lose this one like we did before" orochimaru said to kabuto as he started to put it on his arm.

Kasady was looking for any way to get out of his bindings that held him to the table but could not find any, they were made of very strong metal and he was not strong enough to break them. Kabuto was walking toward him with the syringe filled with the black liquid. "what's is that?" kasady said to kabuto who just smiled and held up the syringe "this is power, kasady and it will be all yours, just as long as you follow lord orochimaru's orders and not disobey him" kabuto said to the frightened boy. "keep that stuff away from me!" kasady shouted as he fought against his restraints.

Kabuto held his arm down as he got ready to inject the symbiote into his bloodstream. "calm down kasady, if you don't then things could go very wrong" kabuto told kasady in hopes to make things easier for himself. Kasady was still fighting against kabuto's grip on his arm. "kabuto, do it now!" orochimaru shouted to kabuto who then stuck the needle inside a vein and emptied the syringe into kasady's arm. Kabuto stepped back a few feet to see if any changes happen.

Orochimaru was watching intently as his last subject was being tested. Kasady started to tense up his body and raised his back off the table he was on and screamed "AHHHHHH" kasady screamed with agony that lasted a few minutes. Kasady then relaxed and dropped back to the table with the heart monitor showing it flatlined. Kabuto then started to panic, orochimaru will not be happy that he had possibly killed his last subject.

Kabuto had quickly moved toward kasady and began to search for anything that would have caused this to happen. But as soon as he started to look closer to kasady orochimaru had shouted toward him "kabuto, get out of the way!" orochimaru shouted toward kabuto as he looked over his shoulder toward orochimaru, just then the heart monitor flared to life with a fast heartbeat covering the screen and kabuto looked back toward kasady and seen that the arm he injected the symbiote into was now a red and black claw, as the symbiote started to quickly cover the rest of kasady's body kabuto took a few steps back as it covered kasady's face and turned it into something else. It covered kasady's face and big white eyes formed and a large mouth with sharp teeth seemed to rip open as it made a very loud scream "RAAAAAA" screamed the red and black creature.

The creature started to fight against its bindings and broke them and got up and crouched on the table. The symbiote looked quickly toward kabuto, who was in shock by what had happened in front of him, the creature's left hand's claws became much longer and quickly swung his arm diagonally across kabuto's chest and sent a tendril from his back that latched around kabuto's arm and swung him across the room, smashing into different tables along the way.

The creature quickly turned it's attention to orochimaru and started to lunge toward him but orochimaru was already starting to hit the gauntlet on his arm and created a loud sound that reached the creature and it quickly grabbed its head and started to scream "RAAAAAAA" the creature wailed in pain as orochimaru kept hitting the gauntlet the creature dropped to the ground as orochimaru quickly went through hand seals and slammed his hand on the ground and a seal appeared around the entire room.

The creature started to flail in every direction as the sound just intensified when the seal was placed. The red and black creature then started to recede back into kasady. As their was nothing but kasady laying on the ground in the clothes he was wearing before. Orochimaru stopped the sound on his gauntlet and removed the seal around the room and walked toward kasady's body to make sure he is still alive. After checking and confirmed that he was unconscious he went over to where kabuto was thrown and seen him up against the wall trying to heal his wounds. "kabuto, can you heal yourself?" orochimaru asked kabuto. Kabuto replied "yes, although it might leave a few scars, he got me very deep" kabuto told orochimaru.

"what kind of adjustments did you make, that did not happen last time!?" orochimaru said to kabuto who was getting up "im not sure, he was suppose to be much more calm then that" kabuto said to orochimaru. "he has a different body structure and color than the last one, but I am assuming that it's because we put it in his bloodstream this time." orochimaru said to kabuto as he started to walk back to kasady.

Orochimaru picked up kasady and started to walk down the hall toward a special room to put kasady into. Kabuto was following orochimaru 'I do not believe that we will be able to get that thing to cooperate with us' kabuto thought as he followed orochimaru.

Once they reached the room orochimaru set kasady down on the small bed and put a special seal on the door that he created to hold a symbiote. Orochimaru walked outside the room and shut the door. He looked theough the glass on the door "if he tries to open it from the inside it will make a sound loud enough to hurt him, but from now on he is to be knows as project carnage" orochimaru said to kabuto who looked toward orochimaru "Carnage? Why carnage" kabuto asked orochimaru. "because I believe it will be a fitting name for the symbiote, with its carnivorous behavior he will kill anything in his path" orochimaru said to kabuto as he started to walk down the hallway toward his office to try and figure out a way to get carnage under control.

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authors note: I am going to time skip a bit up until after the kazekage rescue mission in shippuden.