The sun had barely risen the next morning when Peter and Mary Jane woke up on a web hammock Peter made the night before for them.

"MJ," said Peter, "it's 5:15, you might want to get dressed now if you want to get home before your aunt wakes up."

"Okay." MJ replied. And they got dressed, hopped on Peter's moped, and rode off.

Peter dropped off MJ at her aunt's house and went back to his aunt's house next door. He had his breakfast and put on his Spider-Man suit, the red and blue one at MJ's request, and went off in search of Venom again.

However everywhere he looked he saw no trace of Venom at all. He was about to turn back but he heard an alarm go off at the bank. He touched down and saw that the robber was Black Cat, whom he had fought the night he met Venom.

"Hello, Spider-Man." she said with her voice's characteristic purr.

"Hello, Black Cat." he replied, "I need to get this over with, I have to catch my new arch-nemesis."

"Sounds like fun. To tell you the truth I just steal for the thrill, I couldn't care less about the loot. But this sounds even more exciting."

"Okay, I guess, but after this you're going to jail. He looks a lot like me but the web pattern is distorted and his limbs are all veiny and-" Before Spider-Man could finish he heard a car hurtling towards him and jumped out of the way, pulling Black Cat along with him using a web. Spider-Man turned around and saw who had thrown the car. He looked like Venom but he was red.

"That him?" Black Cat asked.

"No," Spidey said, "although he is very similar, Venom is black, this guy is red."

"Doesn't matter, let's take that thing down. Could be just as thrilling."

"Agreed, except for the part about the thrill. Venom or not that thing is dangerous." Spider-Man ran at the monster and tried to punch it. However, it shot a web and threw him into a wall.

"Wow," Spider-Man said, groaning a little with the pain, "you don't just look like Venom, you're as strong as him, I dare say even stronger. You can even keep my spider-sense from going off like he can. The question is who are you and what connection do you have to Venom?"

"I am Carnage. I am the spawn of Venom."

"Wait, the spawn of Venom?"

"Yes, as the only place primitive Gakaian symbiotes could mate was infested with Xenophages, the symbiotes' only natural predator, we evolved to reproduce asexually."

"Okay, but who's the host and how did they get the symbiote?"

"You gave me the symbiote." said Carnage. And his face changed to that of, to Spider-Man's surprise, Cletus Kasady.

"When did I give you the symbiote?" Spider-Man said.

"Remember when you tried to kill me?" said Kasady,

"Yes."

"Well that was because the symbiote was on you. It split off the web that was used to tie you up. It was the nine hundred and ninety-ninth symbiote in its family since the last mental instability in the lineage, so it's a little unstable, if it hadn't left you for me, which is how it got to me, you would have killed me. Venom was slightly unstable, but it was controllable, that's why you came to your senses while it was still on. With Carnage, it's nearly impossible to control it. The only way to do so is to create a cellular bond like I did, where it enters the blood and enters into every cell, including the brain cells. That also means I can alter the arrangement of my cells."

"What does that mean?" asked Spider-Man

"This!" Carnage reshaped his hand into an axe and slashed at Spider-Man. Spider-Man dodged the axe and swung around to knock Carnage down from behind. However Carnage sensed this and ducked, resulting in Spider-Man running into a telephone pole and Black Cat snickering (whenever Black Cat laughs it sounds a bit like a cat meowing.)

"Okay," said Spider-Man, "I take it I'm not immune to your spider-sense?"

"What was your first clue?" said Carnage

"Never mind. And just a little curious why is this symbiote red when Venom was black?"

"It mixed with my blood."

"Okay." and Spider-Man webbed up Carnage. However Carnage extended a tendril from his suit and flung a blob of symbiote from it. It reshaped itself into a throwing knife. Spider-Man caught it and it crumbled to dust in his hands. Spidey looked back and saw Carnage had broken free.

Suddenly Black Cat yelled "Behind you!" Spider-Man turned around and saw Carnage with his hand reshaped into a five-pronged pitchfork. Spider-Man jumped out of the way just as Carnage was about to stab him.

"He's too powerful!" Spider-Man said, "We have to get out of here!"

"I never thought I'd end such a thrill ride this early, but you're right." Black Cat said. And Spider-Man shot a web at a nearby ledge and Black Cat fired a grappling hook in an opposite direction. They swung off in separate ways.