Peter shot a web and landed on the construction site. A stalagmite hit Peter and pinned him against the wall. Carnage laughed "Look at our foolish hero, ready

to die". Peter struggled to breathe but the stalagmite dissolved. Carnage formed axes with his hands and swung. Peter jumped and spun diagonally so he

avoided both axes. "Why are you keeping hostages?!" Peter yelled. "It's fun to see their pain" Carnage replied. "Every drop of blood, every cry for mercy, it

just feels good" carnage said. "YOUR INSANE" Peter yelled as he punched Carnage in the face. Carnage didn't flinch "Am I?" Carnage asked as he stretched

his hands to grab something. Carnage brought a sack, no a body. Peter's eyes widened, it was Harry. "I can taste your pain!" Carnage squealed with

excitement. Harry seemed to be breathing but he had a massive bruise on his forehead, a long cut on his stomach and his leg was bending at an

awkward angle. "I'm.. sorry buddy... I didn't listen. He took-Gwen " Harry moaned. "NNNNNNOOOOOOO!" Peter yelled and shot a web above carnage's

head. "You missed" carnage taunted. Peter had purposely shot the ceiling, he pulled, launching himself over carnage. Carnage didn't anticipate this so Peter

quickly picked up a piece of metal with a web and banged it against a metal wall. Carnage disfigured but it was only for a second. "What was that?" Carnage

laughed hysterically. That was venom's weakness, I thought it would work, peter felt defeated. Harry was dying, Gwen was hostage and this guy was,

unstoppable. Peter could not think positive. Carnage shot balls of webs and Peter cart wheeled out of the way. The webs broke through the metal construction

site. This guy is REALLY strong Peter thought. I need to try something else. Peter ran at carnage and slid under Carnage's legs, Peter shot a web at the back

of Carnage's head in an attempt to pull him down. Carnage didn't budge. Carnage transformed his hand into a mace and swung at Peter but Peter did a back

flip. Peter had to lure carnage for his plan to work. "You may be strong but are you fas-" Peter was cut off by carnage's hand slamming against his

stomach. Carnage shot a web at Peter's wrists and ankle's. Carnage secured Peter to the metal ceiling and floor with a series of webs. Peter tried to break

free but the webs were incredibly strong. "Now for the torturing" Carnage said. Carnage brought a woman from another floor of the building with his

outstretched hand. "Is this the Gwen you spoke of?" Carnage asked. Peter turned to Harry, he was unconscious but still breathing. "No, don't hurt her!" Peter

yelled. It wasn't Gwen but he couldn't allow anyone to be hurt. Peter tried his best to break free and he heard what sounded like the web falling apart.

Carnage grabbed the screaming woman with one hand and he turned the other into a blade. "PLEASE" the woman sobbed, Carnage responded with

laughter. Peter formed fists and pulled, this lunatic will stop at nothing. I HAVE TO STOP HIM, peter thought. "I HAVE TWO CHILDREN, They have a drunkard

for a father, PLEASE.. LET ME GO" she continued to sob. "BOO HOO" carnage mimicked as he stabbed her in the stomach. The woman's body jolted to a side

and went limp. "CAAARRRRRRNNNNAGGGEEEE! I SWEAR! If i don't beat you to a pulp, YOU'LL WISH I DID. THAT'S TOO FAR!" Peter yelled. "Carnage

dropped the woman's body and blood covered the floor. Peter felt adrenaline coursing through his veins. Peter ripped the web and at lightning speed, he

jumped, dodged carnage's blade, then he dodged a mace and brought his knee to the face of Carnage. This sent Carnage flying out of the building. Peter

shot two webs at the walls and catapulted himself out. With one hand he punched carnage's face in midair, the other shot a web. Peter grabbed Carnage and

flung him through an advertisement billboard. Peter then landed on Carnage's stomach, and jumped to avoid Carnage's blade hands. Peter shot two webs at carnage

and peter did a front flip. This launched carnage in the direction of the planetarium. Peter's goal was to shock Carnage with the same charge that rid captain

Jupiter of his alien infection. Carnage brought a fist to Peters chest and pounded him rapidly. Then Carnage brought a hammer and hit Peter's face with it.

Peter flipped to the corner of the roof top they were on. "Who knew you could be so pesky?!" Carnage screamed. Carnage pinned Peter to the ground with a

web. "No more torture, you die NOW" Carnage said. Carnage shaped up a hammer and bashed Peter with it. Peter could see his memories passing him by.

All his friends, all his enemies. Carnage smashed him again, Peter felt like he broke some ribs. Peter's eyes came to tears as carnage smashed him again. Blood

came out of Peter's mouth. I failed Uncle Ben, the saddest thought Peter could imagine. Carnage continued to taunt him and with each blow the pain

intensified. The physical pain was nothing compared to his emotional pain. Peter was going to die. He was going to leave behind aunt may, Gwen, Harry, and

he failed uncle Ben. Peter's heart felt as if it shattered. He burst into tears. It would be over in a few minutes Peter thought. Peter noticed pieces of dust

accumulating. I'm hallucinating Peter thought. But the dust continued to come together and Carnage stopped pounding Peter. Peter's vision cleared now that

he wasn't being hit. It wasn't dust, it was... sand. The sand formed limbs, a hand, legs, a body and a face. IT WAS SANDMAN! Peter never thought in a

million years he would be excited to see his old foe. "Mar-co" Peter whispered. "Yeah, I thought about what ya said, what was it, with great power comes

great duty?" Marco asked. "resp..onsi-bility" Peter croaked. "Right", Marco smiled as he cut the webs off Peter. "Hey red guy, you wanna mess with my pal, you gotta mess

with me first" Marco shouted. Peter was astonished, he couldn't believe it. Marco gave up crime for morals, to help the people on that ship, and now he's helping me, peter

thought. Peter watched as Marco transformed his hand into a mace and smashed Carnage like a baseball bat. "Th..anks" Peter moaned. "Don't mention it" Marco said smiling.

Peter took painful breaths. He could barely keep his eyes open. Marco and Carnage clashed with blade hitting blade. Marco wasn't taking any damage but Carnage was being

over whelmed by the arsenal of moves Marco had. Marco brought sand fists from both sides and crushed carnage like a fly. Then Peter's eyes closed and all he saw was

darkness...