A/N Sorry that the last chapter wasn't as long. I'll try to make up for it this time!!! Enjoy!!

Chp 13-Rude Awakening

Cletus Cassidy sat with his hands cuffed onto an iron pipe. He was grinning sadistically and letting out giggles. The other inmates who were cuffed up next to him, just stared at him. Herman Schultz sat on the end, shaking his head.

"What the hell's the matter with you buddy?! You get hold of something we need," he said crudely, trying to make Cassidy angry. Cletus' smile grew wider as he looked down the bench at Schultz.

"You have no idea what I have that you need," he spoke with a wide grin.

Peter took another shot of the grounds where the riot took place. Broken glass from the windows, rocks, and hand made weaponry lay around everywhere. On the ground was also some stains of blood that had mixed into the ground of the courtyard where the riot had mainly taken place.

Peter walked up to an officer. "Excuse me sir, are those the inmates," he asked pointing to the cuffed prisoners. The cop nodded and Peter took a few steps towards them and started taking pictures. Cassidy's attention immediately went to Peter. He stopped giggling and made a frowny face.

"I know you," he whispered just loud enough for Peter to hear.

"Exc...excuse me?" Cassidy grinned again. "I know all about you...Peter Parker." He giggled again. "I'm not sure I under...who are you?"

Cletus laughed. "You know who I am, Peter Parker. You know me better than you think. And I know you better than you know me. Or should I say us..." Peter's eyes showed his curiosity and confusion and he came nearer to the criminal.

Cletus began giggling once again. (We see behind Cassidy as a red fluidic form inches itself out of his skin and starts to form itself into a spiked point) Peter continued to move closer. As he was becoming dangerously close, a T.V. News chopper appeared in the sky. It's light shown down on the ground as the reporters who were already there preparing for the news got into position. Each reporter had his back to the criminals and the wide area as the cameras began rolling.

"At last, their here," Cassidy said in a high pitch tone. ( Symbiote theme begins playing ) And with that he broke out of his cuffs with superhuman strength and stood up, just as the reporters began the evening news. Quickly the police surrounded Cassidy and Peter got behind them.

"Freeze Cassidy!" Cletus just laughed again and again. And he lurched towards the camera crew as he kept his hands behind his back.

"Drop him," The police shouted as shots rang out across the field. Each hit it's mark on Cassidy. The psycho just stood there, taking hit after hit. Finally the police stopped shooting and Cassidy stood there grinning. He then let out a menacing laugh that sounded like it was being echoed by a malevolent force. He then pulled his arms out from behind him and there was the red symbiote slowly pulsating out of him and beginning to slowly traverse up both arms. The cops became shocked and Peter's eyes grew wide.

"Come to me," shouted the psycho known as Cletus Cassidy as the symbiote burst out of the seems of his body and fused and wrapped themselves around him. The tentacles of the symbiote interlaced around him until only his exposed human head was left. Then with a hellish scream, Cletus Cassidy grinned and roared as the symbiote wrapped itself around it, allowing the tentacles to slip into his mouth. Soon Cletus' face was replaced with a fanged mouth that dripped saliva. Its' eyes were enormous and white with no pupils. Instead of fingers, it had razor sharp claws. Every so often, tendrils of the symbiote would slowly move up and down in the air, almost as if drifting in the wind. The thing laughed maniacally, a deeper voice, almost mocking it.

"Ah my public! How I've awaited your coming," the thing roared as it started towards the cameras.

Peter stood silent during the entire transformation. His eyes were wide with fear and his breathing shortened.

Then with a jerk, he snapped to reality. "Oh no," he cried, watching the new symbiote march towards the camera crew. Peter dashed off beyond one of the walls and started to change into his Spider-Man outfit. It was time to face the symbiote nightmare again, a thought that chilled Peter to his very core.

Chp 14-Carnage

( Slow symbiote theme ) Cassidy grabbed the nearest reporter and held her high in the air. He then outstretched the symbiote to move a camera to look at it.

"Ready for your close up, girlie," the Cletus symbiote said maniacally as a portion of it's body moved up from the suit and turned into a sharp, red & black spike. ( Spider-man theme, mixed with fast paced symbiote theme) As the tendril's spike moved slowly ever closer to its intended victim, Spider-man attached a webline to the news chopper and swung through the air and crashed both feet into Cassidy. He dropped the girl and rolled onto the ground a few feet and stood up, smiling.

"Ah," the double voice spoke, "I was waiting for you to show yourself."

Spider-Man helped the lady up and watched her run off.

"Alright, you definitely don't look anything like you're big brother."

Cletus laughed. "True, but Gramps also couldn't do this." His hand and arm formed into a large double sided axe. Peter swallowed hard. "Oh boy."

Cassidy lept into the air with a horrifying yell. Peter dodged back without moving his feet just as Cletus brought the blade down, embedding it into the ground. It morphed back to a clawed hand and tripped Spider-man. He back-flipped onto his hands and thrust himself into the air. Cassidy jumped up and grabbed Peter by the legs and hurled him into the ground, landing him one his back. Peter let out a yell and Cassidy jumped onto him. He pinned his arms down and his hot breath hit Peter like a train.

"Isn't it ironic. You rejected this gift before and yet we do keep finding each other don't we?" Spider-Man tried to push him off, but Cassidy forced his fist into Spider-Man's gut hard. Peter lost his breath as Cassidy enlarged a claw and struck the side of Peter's face. It cut straight through the suit and his flesh. Peter flinched. Cassidy did it to the other side.

"Oooo I just love it when the red water comes out! Hahahahhaha!!" Peter struggled to force him off but Cassidy hit him in the gut each time, harder and harder. Cletus laughed horrifically once more and all his fingers changed into even sharper blades. "Good-bye, Parker," it growled with a mix of joy and anger.

Then just as it was going to deal the death blow, one of the camera men hurled his camera at the thing, hitting him in the back. Cassidy yelled and turned to see his attacker. The man looked scared. Cassidy grabbed Peter's head and hit it against the ground. He became dazed and helpless as Cassidy picked him up off the ground by his neck and threw him on top of the camera man. Then Cassidy Picked the man up by his throat and squeezed tightly, causing the man to lose his breath. Cassidy looked down at Spider-man, who lay there battered by the constant blows to his chest. "I want you to remember this Parker. Remember it because it's not a dream!" Cassidy lifted the camera man high into the air, one hand digging into his chest, the other into his right leg.

"Carnage rules!!" Peter heard Cassidy say as his eyes closed. The sound of a scream and the sound of something tough being pulled apart followed shortly after that.

------------------------------------------------------------------------------------------------

A/N Dun dun dun! Sorry to those who think this battle may be a little short but for someone as powerful as Carnage this early on, you can't expect nothing but a losing fight for Mr. Parker! And dw some Lizard action is coming your way as we delve deeper into Spider-Man 4! Read and review!!!