Disclaimer: I do not own the Ultimate Spiderman Series. All characters belong to Marvel beside my OC's.

Author's Note: This story takes place after season 2. (I didn't care for the series much afterword)

Chapter 1: Setting the Stage

"Freeze Kasidy!" A NYPD officer yelled as he and a dozen other fixed their weapons on the fleeing criminal. Kassidy, observing his surroundings, decided to stall until he could figure out a plan of escape. "Why, ya'll do care about little ole me" Kassidy said in a mocked Southern belle tone. "Enough Kassidy!" screamed the Sergeant in charge of the police squad, "You are charged with multiple counts of murder, assault, and resisting arrest". "Wait, are you telling me that breaking down someone's door and stabbing them repeatedly until they resemble swiss cheese counts as murder?! You really need to specify that in a book or something." Kassidy mocked.

The sergeant growled. Cletus Kassidy was one of the worst criminals alive. Not only did he kill, he did so without remorse. No conscience. No mercy. No humanity. The sergeant had been chasing Kassidy for over 10 hours straight with the murderer somehow eluding capture at every opportunity. But not this time. The cops had him cornered with a narrow alley being the only escape route. If he did decide to try the alley, he would run straight into a dead end. Also, the sergeant had an ace up his sleeve just in case things got hairy. But that was a last resort.

"Quit stalling Kassidy, you know there is no escape" stated the sergeant. "It's not over yet" retorted Kassidy.

Kassidy, seeing the alley turned and sprinted into the alley. "Stop or we'll…" "No" the sergeant interrupted the young officer, "We got him. He's got nowhere to run."

As Kassidy reached the end of the alley, he saw it was a dead end. However, he noticed a fire escape leading to the roof of one of the buildings. It was then he hatched another daring escape plan. He just had to wait for the right time.

The police officers entered the alley and a squad car blocked the entrance. As they approached Kassidy, the sergeant pushed his way to the front. "Give it up, Kassidy. You won't escape time." "HAHAHAHAHAH" laughed Kasidy ominously, "Don't count your chickens before they hatch Serg". Suddenly, Kassidy pulled a spherical metal object from his back pocket and threw it on the ground at the officer's feet. "GRENADE! GET DOWN!" the sergeant screamed and all the other officers jumped for any cover available. All but Kassidy were expecting a large explosion to take place. However, when the grenade went off it released a large cloud of white smoke.

Kassidy took advantage of the confusion in order to grab ahold of the fire escape's ladder and hoist himself up. Meanwhile, the officers were beginning to comprehend the situation. "DAMN IT! It was a diversion." yelled the sergeant. As the smoke began to clear, he saw Kassidy leap onto the roof from the fire escape. The sergeant knew he had no other choice. It was time for the ace up his sleeve. The sergeant activated his walkie-talkie which transmitted on the same frequency as a certain someone's wrist communicator. "He's all yours Spidey" the sergeant relayed over his radio. There was a brief silence but it was interrupted by a quick "Roger" from the other side of the line. A lithe silhouette swung onto the roof that Kassidy had used for his escape.

"HEHEHEHE, stupid cops" Kasidy said with a creepy chuckle. He was jumping from rooftop to rooftop and was about to be far enough away so the police couldn't find him. Just as he was about to make another jump, a red and blue figure landed on the ledge in front of him.

"Hey, that's no way to talk about New York's finest! Also, jumping is kinda my thing. You know the whole 'does whatever a spider can' shtick. (Man, I really need to get a copyright on my powers) "Wall-crawler, I was wondering when you would show your ugly face", Kassidy replied with a smug expression. "Really Kassidy, that's the pot calling the kettle black. Looked in a mirror without it cracking yet?" Spidey retorted. "Enough talk! Time to gut a spider, HEHEHEHE" Kassidy replied maniacally while pulling out a long butcher knife.

Kassidy rushed at Spider-man with the knife and attempted to disembowel the webslinger. Luckily, Spidey saw it coming and dodged the swipes with relative ease. He then flipped over Kassidy and pulled the knife away using his webbing. "Didn't your mom ever tell you it's not safe to run with pointy objects" Spiderman chided. Kassidy, however, pulled out another knife and once again came at the webslinger. (Aw come on! Bad enough I have to deal with the never ending knife thing with Kraven. Chibi Kraven starts pulling knives out of his pouch until their is a mountain of them surrounding chibi Spidey)

As Kassidy approached Spiderman this time, Spidey webbed his feet together and he fell to the ground (or roof). Kassidy struggled to break free but the webbing proved too strong. Spiderman then continued to web the rest of his body baring his head. "Well Kassidy, looks like your tied up at the moment" Spiderman quipped. (What? That joke is comedy gold, right? Chibi Spiderman at a comedy stand up suddenly gets pelted with tomatoes by all the world's heroes and villains) Spidey proceeded to attach a web line to Kassidy's feet and lowered him from the building a few feet from the ground.

The police arrived just in time to see a cocooned Kassidy dangling from a building ledge. As they removed the webbing and placed restraints on him, Kassidy glanced toward the direction of Spiderman. "This ain't over webhead. Not by a long shot. One day I'll have my revenge. YOU HEAR M…!" snarled Kassidy until a shot of web shut ended his rant mid sentence.

"Your welcome!" shouted Spiderman as he webslung away from the scene. He proceeded to travel in the direction of the suburbs until he reached a modest two story house. Crawling through the window, Spiderman removed his costume to reveal his alter ego Peter Parker, "genius, billionaire, playboy, philanthropist" (I wish. Maybe a little bit of the genius part is true but the other parts not so much. Chibi Spiderman pulls out and opens his wallet only to observe a moth fly out of it.) Peter looks at his clock only to see it read 3:30 AM. (Great, another three hours of sleep for yours truly.) It had been an eventful week. Monday, Fury put him and his team on a "recon" mission for SHIELD which turned out to be a bust since it was only Batroc the Leaper stealing from a movie rental store (Who knew those still existed?) Tuesday, he had to fight the Juggarnaut which ended with Peter being knocked unconsciousness until Wednesday night. And today, among catching Kassidy, Peter endured rigorous SHIELD training from the one-eyed director himself, Nick Fury, which ended just about how you think it did. (Chibi Nick Fury in a drill sergeant's uniform constantly yelled at Spidey as he did push ups, pull ups, and sit ups.) But tomorrow was Friday, which meant no training and no Fury. All he had to do was make it through school. That is if he could stay awake.

Unbeknownst to Peter, a certain eight armed scientist looked at a computer screen in his underwater laboratory. Doc Ock had spent countless hours devising ways to defeat Spiderman yet had come up empty every time although he did come close a few times such as when he captured him himself or when he had kidnapped his team. However, Ock had just crafted a new plan. One that was sure to end the wallcrawler for good this time. He used one of his mechanical arms to bring a vial of something close to his face. This vial contained a red and black substance that looked like sludge but in truth was a living organism. A symbiote. His previous Venom symbiote had proven not powerful enough to defeat Spiderman and his friends. But this one was different. Ock removed all traces of human DNA from this batch. This symbiote was destruction incarnate. Pure carnage. The only thing Ock needed was someone insane enough to wield the symbiote to its full extent and who despised Spiderman as much as he did. Luck must have been on his side since Ock had managed to locate someone who met all the requirements. Ock held the vial of carnage up to the computer screen where an image of a person was displayed. "Carnage,"Ock stated ominously, "I want you to meet your new host: Cletus Kassidy"

So there you have it. This is the first chapter of my first story so please go easy on me. Any reviews/advice would be gladly accepted. Also, Carnage won't be the only symbiote to appear in this story. Anyone who has a guess at the other symbiote is welcome to answer. Good bye until the next chapter.