Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania Mayhem and Comanche.

Mayhem and Scarlet charge forward at each other and leap up at one another with a SLASH!

They both land on opposite sides of each other. Scarlet had slashed Mayhem's face, but it healed instantaneously. Mayhem had slashed Scarlet across his chest, ripping his suit.

"Mel, listen to me" Scarlet began as they started to circle one another, "I know you're in there, Mel! You have to fight it!"

"'Mel' is no more! There is only Mayhem!" Mayhem shouted as she charged at Scarlet, but he simply jumped out of the way as Mayhem ran into a pole, snapping it in half on impact.

"No! I know she's still in there!" Scarlet denied.

"Melania is a part of me now" Mayhem said as she stalked towards the red clad spider, "She is lost forever! You will never see her again!"

Scarlet clenched his fists tightly as his eyes narrowed in anger. He then let out a yell of anger as he charged at Mayhem and tackled her into the ground so hard, he caused a crater in street. He began to bang his fists down on Mayhem's head, the anger fueling him. He then lept off her, grabbed her at her ankles and swirled her around a few times before he let go. She then went flying through four buildings before crashing in a basketball court.

Scarlet swung over to her on his webs and landed next to the crater where Mayhem laid. Then, her fist bursts out from underneath the rubble and then she herself bursts out from the rubble. Panting, Mayhem sends her tendrils towards Scarlet. He is able to dodge most of them, slashing them with his stingers, until one of them wrapping itself tightly around him and brought over to Mayhem. He is now face to face with the Carnage creature.

"What's the matter, Scarlet? Getting soft? Or are you always this weak?" Mayhem taunted as she squeezed her tendril around him tighter.

Scarlet's eyes slant in anger as he flexed his arms, trying to break the grip of the tendril on him.

"You know why Melania saved you all that time ago? It's because she felt sorry for you, you're pathetic!" Mayhem taunts him once again.

Scarlet growls as he breaks free from the tendrils grip and leaps over Mayhem and lands on the back of her neck frog style. He grabs the front of her head and pulls her forward, using all his might, he flipped her in the air and she went face-first into the brick wall behind her.

She then falls from the wall, leaving an indentation of herself in it. She lands flat on her back on the pavement as Scarlet stands over her, panting.

"Had enough?" Scarlet asks mockingly.

Mayhem hisses at him before extending her arms towards him and shooting webs out the tops of her wrists, hitting Scarlet square in the face, blinding him.

"D'ahh!" Scarlet shouts as he stumbles backwards, trying rip the webbing off his masked face.

"Ha! My webbing is stronger than yours, Scarlet!" Mayhem laughed as she stood up, "Without your sight, you are defenseless!"

Mayhem charged towards Scarlet and before he can react, she socks him the stomach which sent flying through a metal gate and hitting the side of a building. Mayhem was right about one thing: without his sight, he's a sitting duck. He then stands up on wobbly legs and he didn't get two steps before Mayhem tackled him into the wall, both crashing inside the building.

"Again?!" Scarlet thought angrily, "She blocked my Spider-Sense again! Why is it that she never triggers it?"

Mayhem then began to pound Scarlet further into the hole they created after they crashed through the building. Scarlet groaned in pain every time one of her fists connected with any part of his body. His hand was curled up into fist and bounced up down after every punch he received. She continued to bang her fists down on him until his fist unclenched and laid limp on the ground. Mayhem stood over his motionless body, thinking that she won, she got up and turned to leave.

What Mayhem didn't was Scarlet quietly standing up as he finally removed the webbing from his face. He was panting as he brought his stinger out and moved quickly but quietly behind her. Then,

SHINK!

He drove his stinger right into her back. Mayhem's back arched up at the sudden force and howled in pain. Her tendrils flailed violently around her as Scarlet drove his stinger deeper into her back. Then, she went limp, she became quiet and her tendrils ceased all movements.

That's when Mayhem's head turned all the way around to look down at Scarlet with a twisted smile on her face as she let out shrieking laugh. If it wasn't for his mask, you would see Scarlet's face contorted into a look of disgust.

Then, tendrils burst out of Mayhem's back and tossed Scarlet to the other side of the building, right through the wall. Mayhem then turned her body back around as she walked over to the newest hole in the wall. She stood over the pile of rubble and leaned down.

"Come on out and play, Scarlet or are you just playing possum like you usually do?" Mayhem mockingly asked.

Suddenly, Scarlet's hand shot out of the rubble and grabbed Mayhem's throat. Through the rubble, you could see Scarlet's eyeholes narrowed in anger. He then rose out of the rubble with his hand still gripped tightly around Mayhem's neck.

Scarlet then shot his webs up to the ceiling and lifted himself and Mayhem up to ceiling and broke right through it. Mayhem was then tossed through the ceiling and across the roof. She then collided into a generator, which was smashed under her wait and began emitting sparks that soon turned to fire.

Scarlet then lept onto the roof and stood before Mayhem who sat up slightly and looked up at him, "Is that all you got, Scarlet? Or are you holding back so you won't hurt your little girlfriend? Who's already dead!" Mayhem taunted.

Scarlet clenched his fists so tight that he was causing rips in his suit around them. He then let out an animalistic growl as brought his stingers out and slashed Mayhem repeatedly, but the slash marks healed almost instantly. She let out a dark laugh as she stood up, towering over him.

She then swatted him away like a fly, but in mid-flight, Scarlet shot his webs from both his hands and attached them to Mayhem. He then tugged on them as he brought Mayhem with him through the air.

They then crashed into the bell tower of an old abandoned church. Coughing, Scarlet sat up as the dust flew around him. He looked up and he didn't see Mayhem anywhere, but then he heard a growling above him. He looked up and saw her hanging above him.

She let out a shriek as she jumped down and landed on top of Scarlet's back, frog style. Scarlet then stood right up and pushed himself along Mayhem back. He then shoved her against the wall, hard leaving an indention on it.

Scarlet turned around fast and began to through violent punches at Mayhem. Her body jerked with every punch until, her body fell to Scarlet's side. He nudged her with his foot by lifting her leg slightly, but she didn't move. Scarlet sighed with relief as he turned around to catch his breath.

Suddenly,

SLASH!

Mayhem slashed Scarlet in the back with her talons. He let out a cry of pain as he fell forward on the old rotted wood.

Mayhem then crouched down and turned Scarlet over onto his back so that he was facing her. She grabbed his mask and tore it off him, revealing his bruised and bloodied face. She smiled cruelly as her arm morphed into a sword-like shape, "Any last words, Scarlet Spider?"

He looked almost defeated, "Mel, if you're in there and if you can hear me, I just want you to know that I've always cared about you. I care about you so much, you mean everything to me. You are my everything. You gave me a reason to live again, Mel, you made life worth living. Without you in it, living is pointless. So, if you really are gone, then kill me, because I'd rather die than not have you in my life"

Mayhem looked down at him thoughtfully and her sword arm was shaking in front of her.

Inside, Melania couldn't believe what she was hearing. How Ben cared for her and how much she meant to him.

"Ben…I can't believe it" she breathed out with a small smile on her face. She then got a determined look on her face and mentally, she began to fight back.

No! What are you doing?! Mayhem mentally questioned her.

"I'm ending this! I won't let you hurt Ben or anyone else anymore!" Melania shouted determinedly.

Stop! You're killing us! Mayhem shouted.

"Sorry, Mayhem but, your time is up!" Melania shouted back.

Suddenly, memories flashed through her mind; her parents, saving Scarlet out in the rain, being with Ben, and Comanche.

That's when Mayhem started shrieking in pain as she held her head in her hands and staggered backwards into the bell. She hit the side of the bell as it rung and the symbiot screamed and jumped off Melania's face for a split second before returning.

That's when Scarlet got an idea; he saw some old pipes on the floor not too far from him. She then did a Chinese get up as he webbed one of the pipes and pulled the web back, taking the pipe with it. He caught the pipe in his hand and he jumped over to the bell and hit it.

The symbiot screamed again, louder this time. Parts of the symbiot began to detach itself from the host.

Melania was in control now and was ripping the symbiot off, but when she did, it grew right back.

"Let her go!" Scarlet shouted as he hit the bell again and the symbiot screamed even louder. More and more of the symbiot was falling off Melania as she got onto her knees and ripped even more of it off. As it was being torn off, the symbiot squealed and tried to escape, but with the bell gonging it didn't get very far.

Then, with one last violent hit of the bell, the symbiot exploded off Melania and was scattered on the walls and the floor. Melania then passed out face-first onto the floor.

Scarlet through the pipe down and ran over to her. He knelt on the floor next to her and turned her over so he could see her face. He held her in his arms as he brought her close to him.

"Mel? Mel, can you hear me?" Scarlet asked, but was answered with silence, "Mel?" tears began to fill his eyes and he looked away.

"Ben?" a weak voice asked.

He looked back over to her and he was met with her sparkling emerald green eyes that were half way open.

"Mel…" he said happily as he wiped the tears from his eyes.

"What…what happened?" she asked with fear and confusion in her voice.

"It's okay, Mel; it's over now" Scarlet said as Melania wrapped her arms around his neck and hugged him tightly. He wrapped his arms around her waist and held her close to him as she began to cry softly into his shoulder.

"Shh, Shh…it's okay" Scarlet said soothingly as he gently rocked her back and forth "It's over…Shh…I'm here…I'm here… it's over…it's over"

That's what they both thought, but what they didn't know was that the symbiot had bought itself enough time for it to be bonded to Melania's DNA…permanently.

Whoo! That was my longest chapter yet :) enjoy, read and review please :)