A/N: IF YOU WANT TO SEE MORE, YOU HAVE TO REVIEW SO I KNOW YOUR READING AND WHAT YOU LIKE/DISLIKE?

Iron Man, She-Hulk, Justice, and War Machine stood in the middle of the control room of Camp Hammond, they were looking at a recording of the attack the loud sounds of Spider-Boys fists thrashing in the audio "How are they?" Iron Man asked pausing the video "Gauntlet is awake, but the shock of loosing the gauntlet has him concussed so time will tell." She-Hulk said "Gauntlet, I mean Joseph, is still out cold we have full medical staff on standby since he took so much damage, more than half his bones broken, skull cracked and internal bleeding by the gallon."

"Jesus Christ how many is that now?" War Machine said looking at the others "He's teasing us apart like we're not even there." Rhodey said to Tony "No, Carnage is." Iron Man said back to them as he pressed a button bringing up the data of Adrian's infected blood "Carnage is inside him, making Adrian more violent and even more powerful each day."

Tony explained to them "But... why?" Jennifer asked "It's a symbiotic alien." Tony said looking at the data "It makes him stronger and feeds on his aggressive nature and in turn the creature slowly consumes him." Iron Man said as he looked at the footage "So all this time... he's been under mind control?" She-hulk asked him "... I don't know." Iron Man said as he looked it over.

"But I plan to find out." He said looking at Spider-Boy. "From now on we don't treat Spider-Boy with leniency, he wants to play with the adults let him."

THUNDERBOLT MOUNTAIN

COLORADO

Deep in the stronghold of the Thunderbolts, a reformed group of supervillains hired by the government, and overseen in a subdivision of Shield. Inside the base and through its maze like hallways of cells and labs was a desk, its director sat behind it looking at Spider-Boys blood "Interesting…..Hill." he said pressing a button "Get me Gargan."

"I have something that might interest him." The director said.

SANCTUM SANCTORUM

NEW YORK

Adrian was looking out at New York inside Dr. Strange's Sanctum Sanctorum, on the outside the mansion was in ruins, on the outside but looked perfect on the inside. He was wearing a white shirt, a set of sweat pants looking outside at the city that never sleeps, it was night and the lights of New York gleamed like starlight, giving the city enough light for almost every shadow. Laying down next to him sleeping was the spider dog named Fang, the wolf was breathing in and out heavily as it slept soundly.

The Sanctum Sanctorum, geez what is Dr. Stranges' obsession with S's, then again if I ever get a secret lair what would I call it, Spider Sanctum, Spider's web, maybe just the Web?

He looked down to see a couple of police cars go by, looking to his left he saw his black spider mask, he wore only the suit and picked up the mask before dropping it.

It's been a while since I was back in New York, almost two years, a while. It doesn't look like its changed but it has.

He looked up out the window to see the red and yellow Iron Man shield hellicarrier flying overhead. He noticed his hair had grown down to his neck parted down the sides, he could use a haircut? As he turned away from the window Fang woke up and followed him calmly to the door.

For now, things are different here in New York, so many heroes left and right, meanwhile dad and the others go on secret missions.

Leaving his room he walked out, putting his mask on before heading downstairs, in the Sanctorums living room was Luke Cage, Iron Fist, and Wolverine sitting around at a table with cards. Looking at a makeshift command center with a few computer was Ronin or Hawkeye. "Hey kid?" Luke said seeing him walk downstairs "How'd you sleep?" he asked as Spider-Boy walked up to the card game "Not too bad, missed the train sirens." He said smiling at Luke "Where's my dad?" he asked him "He's speaking with the doc in the other room." Cage said as Spider-Boy looked at the card game "What's the pot at?" he asked them.

"Three hundred, lil bub you want in?" He asked, Wolverine had his mask pulled down to show his face "Sure I'd-" "Whoa- whoa thought we said no Spider?" Iron Fist asked them "Oh yeah that's right." Wolverine said "What is?" Spider-Boy asked as the wolf spider sniffed behind Wolverine who just glanced at the other beast.

Luke snickered at him "Spider-Sense feels like an advantage with Poker."

Spider-Boy smiled up at him "I'll need to remember that."

"So what are we waiting for." He asked "What do you mean?" Luke Cage asked him, "Well aren't we suppose to go be heroes?" Spider-Boy asked him.

Cage shrugged "Can't go out like we use too in the daylight, your dad mostly goes out at night your guys new black suits are really good for stealth stuff."

"Other than that, we got Clint on Shield stuff." Spider-Boy looked over at him.

Last time I saw Clint Barton things were way worse, like world altering reality worse.

Spider-Boy walked over to Clint Barton, who was still dressed as Ronin mask and all. "So why a ninja?" Spider-Boy asked him, "What?" Ronin/Clint asked him.

"I mean you were Hawkeye?" Spider-Boy asked "Why a ninja?" Spider-Boy shot a web up and hung upside down "Don't you have a purse snatcher to strip?" Ronin asked him as he looked through the computers "Yeah cause that would end well?" Spider-Boy asked him. Ronin sighed "Well… why a black suit?" Ronin asked Spider-Boy "Well cause my old won got torn up and cause I saw dads on the news." He said as Spider-Boy said looking at the white spider. "So you felt like a change, so did I?" Spider-Boy dropped down across from him on the table with the computers.

Eventually Spider-Boy swung away into another room. As he walked around the mansion, he passed by the various pictures and artifacts in the room till he came to a large door. He saw a crack in it and peeked inside.

"What are you saying?" Inside Spider-Man was standing in front of Doctor Strange who was levitating in the air legs crossed surrounded by purple flowing light "I'm saying just that Peter, I can't do anything for your Aunt, it wouldn't be right."

"Saving a life is wrong?" Spider-Man asked him, "You misunderstand Peter, I am the Sorcerer Supreme of the Universe, if I influenced life I'd be playing god." Spider-Man heard Doctor Strange say "You should take Adrian to see her, one last time." Spider-Man walked away than heading for the door. Spider-Boy zipped to the other end of the room so his dad wouldn't see him easedropping.

That's right, Aunt May got shot, because of me… I made dad turn his back on the registration, made Mary Jane and him outlaws….

Spider-Boy was hiding behind a hallway watching his dad walk by like a ghost.

How many more people have I hurt?

RESIDENTS OF POWER FAMILY

Jack and Katie Powers walked into his families apartment with Katie next to him "Mom we're home." Jack said as they heard the TV they also heard loud snoring and the falling of bottles as he walked around the living room to see their mom passed out on the couch surrounded by empty bottles most likely once full of drink. Jack on a red shirt with a jean jacket that was sleeveless. Katie had on a yellow shirt and orange shorts both holding back packs.

After Carnage, after it all started I came here to Jacks house, he was my friend I knew he would help me.

"Mommy still asleep Jack?" Katie asked as he saw her in her own mess "Yeah, lets be extra quiet she must have had a long day." He said slowly pushing her to there rooms. Katie walked into hers and looked back at Jack "When's Julie coming home?" She asked him.

But how did I help him?

Jack didn't answer he just shut his door, hard. The room had changed a lot since the last time Adrian had been there Jacks side was even messier and Alex's was gone. All they remained was the bed and blanket the rest clothes, pictures, was all gone.

Fury told me what coming here had cost them, Alex had registered, not only that he took everyones powers, not Julies she ranaway to guess were… LA.

"I didn't know things were this bad." Jacks eyes shot up to see Adrian sitting on the ceiling he dropped down on the boy's bed as Jack stared. Adrian had on a dark black sweatshirt with jeans and some shoes on.

There dad is working for Shield now, hired personally by Tony Stark, their mom who can say.

Jack said nothing at first "Yeah well it gets worse." He said sulking back down to the floor "I heard about Julie, and Alex... I'm sorry."

Jack wasn't even that surprised to see him

"You don't need to apologize dude." Jack said as Adrian sat next to him "No I do, I kept thinking about what I had to do, what I thought the right thing was I didn't think at all about what that could do to my friends and family." He said as he pulled his sweatshirt down a bit showing his scars "I knew I could take it, I wasn't afraid of whatever they people against me could do, knowing it was just me taking on the world I could accept that."

Jack was silent as he continued "But not this, not your family or mine, I didn't mean for any of this to happen."

"For what to happen?" Jack asked him, "I knew this registration stuff would tear my family, apart I never meant for it to do the same to yours." Adrian replied "… You know." Jack said cracking a weak smile "I sort of knew that it would happen when we brought you here." He said back to his friend "But I didn't care, you're my friend Adrian you always have been, even before all of it started Alex would have jumped at the chance learn from superheroes." He said as Jack looked at the floor "But Julie…Julie was already getting tired of being a hero, we all knew she wanted a way out but we didn't know she'd runaway, maybe we all should." Adrian heard him say "I can't." Adrian said suddenly.

Both boys locked eyes after that.

"What do you mean?" Jack asked him.

Reaching into his pocket he pulled out his mask "Just that, I can't runaway, I tried that remember, and my problems just followed me."

"You also dropped the Shield Hellicarrier on one of them." Jack said trying to cheer him up "I'm serious Jack." Adrian said getting up and heading to the window "I made a mistake in leaving, in thinking if I just left after all I did people would forget about me." He opened the window slipping out onto the fire escape "I'll make this right, one way or another I'm going to fix the things I've done." He said back as he pulled his hood up "I promise." Was the last thing Jack heard before Spider-Boy leapt off the building into the night air.

Climbing to the top of the roof tops, Adrian looked out across the city skyline "It's never easy."

Adrian looked back to see his dad Spider-Man standing behind him in his black suit and next to him was Fang. "What is?" Adrian asked his dad who walked up next to him "Telling people your sorry, when you tried to do something you thought was right."

"Have you done it?" he asked his dad, "Yes, when I first thought I beat Osborn the Green Goblin." Spider-Man said crouching down next to him "I started to see him everywhere, I started to take my anger out on everyone to make sure Osborn never came back."

"But you were in the right, you were fighting against a maniac." Spider-Man got quiet, as he started to breath heavily "He was more… than a maniac."

Spider-Boy cut him off "But now we can make it right." Spider-Boy said as he reached into his pocket "I've been working with Nick Fury, he can help us." He said pulling out the bug with the data he got from Camp Hammond.

I nearly forgot about this, but I won't forget how I had to get it back.

"That's also something I wanted to talk to you about." Spider-Man said "We can't trust Fury, even more than-" "Than trust me dad, Fury does." Adrian said up to him "I've been working with him for almost a year now, he's trained, me taught me, I can help you and the Avengers turn things around." Spider-Boy said eagerly.

He handed Spider-Man the spider tracer like device holding the info "This has everything we need, I got it right from Camp Hammond, I know its got to have the location of Starks Super prison, we can free all our friends locked up and… dad?" Spider-Man clenched the bug in his fist as Adrian saw something was wrong "We know, so does Fury." Spider-Man said as he looked down at the boy "The prison is in the Negative Zone Adrian, Tony showed it to me before you left, said Fury used it when he was director of Shield."

"What?" Adrian asked him as his dad grabbed him "Fury has been using you Adrian, that's what he does

Suddenly Fang lifted his head and ears looking around with his eight eyes, so did both Spiders with the spider-sense "I felt it too." Spider-Man said as they shot up, Spider-Boy pulled his mask out and tied the bandana around his head "Where's it coming from?" Spider-Boy said as they looked around the rooftops, "Everywhere." His dad said as three figures appeared above them "You have no idea how happy you two just made me Parker."

The two of them looked up to see Iron Man, Ms. Marvel and Wonder Man above them "I had a feeling that the red cloak was Doctor Strange, and I know Fury doesn't trust magic." Iron Man said down to him "So who else than Captain Americas leftovers." Iron Man added as the spiders looked up at him as the Avengers landed across from the outlaws, Fang growled seeing them.

"Adrian… when I give the signal run." Spider-Man whispered to him "I'm not leaving you." Spider-Boy said back to him "Don't worry, none of you are going anywhere." Iron Man said igniting his rockets and flying right at Spider-Man tackling him, "ADRIAN RUN!" Spider-Man yelled as he started to grapple with Stark "Dad!" Spider-Boy yelled "Easy Adrian you have to come with us." Wonder Man said reaching toward the boy "THE HELL I WILL!" Spider-Boy yelled leaping around swinging his foot right into Wonder Mans head making him fly right into a water tower.

Ms. Marvel flew up to him "Alright 'Spider-Boy' you want to play rough lets play rough." She said as she shot an energy beam at him, Spider-Boy leapt around the roof top as Fang rushed around and tried to attack her from the flank. Fang pounced on her and she grabbed the wolf by its mandibles and swung him around off the building "Fang!" Spider-Boy said as he grabbed an air conditioner conduit and ripped the metal box throwing it at her. She crushed it with a single punch before he tried to swing his fists at her. She blocked most of them but any she through he dodged "Not so easy when you don't have a hellicarrier to drop on me."

"I don't need a hellicarrier to beat Starks girlfriend." He replied.

Wonder Man started to come too "Oh yeah I forgot, he's got super strength." He said climbing out of the tower when he noticed growling at him was Fang "Oh great, I get the dog."

As the superheroes battled, across the city with a large sniper rifle was a man in black, he wore white glvoes and boots with a bullseye on his forhead "Sir I had the targets, but Stark just got in with actor and wonder woman rip off." The sniper said "Alright good work Bullseye, pull back I'm sending in Garagan."

"Sure, I can't stay, could really use some popcorn." Bullseye said watching the heroes battle "Knock yourself out, if what I'm betting will happen it'll be worth it."

Wonder Man tried to blast Fang with red blasts, while Spider-Boy zipped toward Ms. Marvel who kept trying to hit him but he dodged too. Landing on her shoulders he shot a web out and pulled both of them to the wall.

Spider-Sense! But way worse, like my brains on fire!

He moved out of the way as if throwing her into it, "Brat!" Carol screamed smashing her fist right into where Spider-Boy was putting him through the wall "Gyaaah!" Adrian yelled feeling her punch "No." Carol said hearing him scream, from being distracted by sense.

On the other building, Fang and Wonder Man were circling one another, "Good doggy, good doggy." Wonder Man said when Fang growled at him, suddenly he stopped his ears twitching and sniffing and started to bark, loudly it at Adrian and Ms. Marvel

A loud crash landed behind Danvers who was already worn out from the fight and looked back to see a dark black behemoth wearing the same thing Spider-Man had on but much more monsterous. "Oh god." Carol said seeing its massive teeth.

Across the buildings, Iron Man and Spider-Man continued their battle, "God how long I've waited for this." Spider-Man said as he crashed through a billboard. Despite Irons Mans suit and all its armor, Spider-Mans blows were hitting hard "The feeling is shared Peter." Iron Man said clocking him right in the jaw, "After everything you've put your son through-" Blow to the gut "This-" across the side "Feels-" left hook "Great!" Iron Man sid as he came back for another blow and Spider-Man caught his fist "You never learn Stark." Spider-Man said as he tightened his grip around Iron Mans fist crushing the metal "You think cause you got a big brain you know everything, but you always forgot the most important thing." Iron Man drew back another fist but the black suited Spider-Man caught his fist "You're just a man."

Spider-Man spread both of Iron Mans arms apart with a loud crack of bones being broken and metal breaking "GYAAH- What are you doing?" Iron Man said shocked at Spider-Mans sheer power "Something I should have done a lifetime ago." Spider-Man said as he ripped the metal off Iron Mans arms, he started to kick and punch clawing at the metal plates ripping the wiring and circuits apart "All this time I let you kick the crap out of me, and my son with all your toys." Spider-man said as Iron Man tried to fire a his chest beam at Spider-Man but the web slinger dodged ripping the torso piece right off "But your just a man, a man I've let live."

He smashed Iron Man and the remains of his suit into the roof they were on holding them there "Peter-" Tony tried to cough out but Spider-Man held him there tightly strangling him "Adrian's in danger."

"NOT ANYMORE!" Spider-Man said smashing his fist into Iron Mans mask shattering it "YOUR FINISHED YOU HEAR ME STARK, YOU EVER COME AFTER MY SON AGAIN I'LL KILL YOU DO YOU HEAR ME OLD MAN!" He yelled down at him "IF YOU EVEN THINK ABOUT TOUCHING HIM I'LL COME TO THAT TOWER OF YOURS AND RIP YOUR GODDAMN HEAD OFF."

Peter had both hands around Iron Mans throat choking him, turning his face blue, Iron Man pressed a button on his palm and in three seconds flat a golden blur appeared, long golden hair, a long blue cape with blue boots a large belt with a glowing S, for Sentry "Hands off!" Sentry said back to the Golden Guardian "You didn't think I'd come alone." Iron Man coughed out as Tony pulled his armor off "Oh yeah?" Spider-Man said holding Sentry's arm that held the spider at his shirt Wish I thought about that?" Suddenly two fists smashed into Sentry from behind one of Power the other of Iron.

Sentry dropped Peter as he flew back as the New Avengers appeared behind him, Luke Cage, Iron Fist, Wolverine, Ronin and Doctor Strange appeared "Oh wait, I did." Dropping behin Iron Man was another metal suit that instantly latched onto him, Ares the God of War, Black Widow, and both Wasp in full giant woman size. The battle was about to begin when a Iron Man and Spider-Man both said "AVENGERS ASSEMBLE!"

Wonder Man and Fang rushed over the rooftops to see Ms. Marvel went flying into another building "Not good." Wonder Man said as he flew over to see a monster.

He looked to his left to see the Mighty and New Avengers begin another superhero brawl "Also not good!" When he looked forward he again a giant black clawed hand grabbed Wonder Man by the face and smashed him left and right before dropping him over a building into a dumpster.

The hand that had done it all belonged to one Mac Gargan, more commonly known as Venom. Spider-Boy wobbled out of the wall holding his head when he saw Venom his fist instantly curled up seeing him "Good" Venom growled looking back "We're glad your awake."

Venom, the last time I saw this thing it was trying to eat me-GYAH there it is again the fire in my head.

Spider-Boy clinched up grabbing his head his whole body twitching and shaking "We've missed you so much Adrian, this time we'll finish what the other one couldn't"

That's it, Venom is why I'm like this, have to stop it.

"Other one?" Spider-Boy grumbled out as Vemon came full circle holding in its other hand Fang "You brought us a snack, good." Venom said squeezing his fist tightly crushing the dog "LET HIM GO!" Spider-Boy said running right at Venom. At first Venom saw Spider-Boy when all of a sudden he saw Carnage.

Spider-Boy let out a blood curling screech like Caranages and tackled Venom off the roof tip down into the alley punching him left and right ill they crashed into the ground. Spider-Boy leapt off Venom ontop afire escape. Venom shot up and roared its black tentacles shooting at Spider-Boy who started to dodge them, he ripped out an old metal rod from the fire escape and stabbed it into one of the tentacles "Kill you" Venom roared "Both of you!"

Spider-Boy roared again like an animal as he stated to kick and punch against the monster.

What's it talking abo- arrraaaa its there again, burning at my mind.

Up above Iron Man and Spider-Man lead both there own Avengers teams against one another as around the city the people could see the battle going on. Iron Fist against the Wasp in her giant form, Doctor Strange facing Sentry, Luke Cage against Ares and Black Widow versus Ronin. Back where the first battle began, Ms. Marvel recovered from her blow and saw the spider dog lying on roof. She flew over and looked down to see Wonder Man in the dumpster, she flew down to him to see if he was okay. "Wonder Man you okay?" she asked "Venom." Wonder Man said shooting up. They saw the battle being taken into the streets "Get Tony now!"

Ms. Marvel flew after Spider-Boy and Venom while they bounced from buildings and from glass, meanwhile Wonder Man flew in "Tony, we got trouble I don't know how but one of the Thunderbolts got out." He called toward him "What-" Iron Man started to say when Spider-Man smashed his fist into his jaw "Its Venom!" Wonder Man called out.

"WHAT!" Spider-Man yelled heaaring him, "Everyone stand down." Iron Man said getting his people to stand down "Venom is here" Iron Man asked holding up his arm he brought up a screen to show Venoms holographic image "Activate his spin tech." Iron Man ordered "Spin tech?" Spider-Man asked "It's a device we use to take out supervillains in jail and null its power."

Cage locked eyes onto stark "You mean your putting power dampners into your own people." He barked "Why am I not surprised."

"Only in people we don't trust, like the Thunder Bolts, this is Stark I need access to Venoms shutdown code." Iron Man said over the coms "Now Peter we can kill each other later, but for now we need to go." Spider-Man heard Iron Man.

Across the city blocks Spider-Boy and Venom kept fighting, Ms. Marvel flew up to them and blasted Venom in the back but it had little effect. The energy burned into Venom who shot around and smacked Ms. Marvel into the street tearing it up as she fell. Venom cackled "We haven't felt this good in a while." When far back

"Well get ready to feel a lot worse." Spider-Boy said throwing a car at the symbiote monster. The car crashed into him, Spider-Boys suit was torn and he was cut up but the wounds as they bled started to shake. Venom grabbed the car and tried to smash it on Spider-Boy who kept dodging when suddenly his spider sense burned.

GYAAAA- its back- worse than ever!

"GYAAAA" his body locked up as the car hit him sending him through the glass of a shop, his blood started to lift up like coils and tentacles and it started to spread on his skin, as he yelled the red blood like shell of Carnage started to close in on him.

Venom dropped down the car "Where are you two, we can't wait to kill you both." Venom cackled out when both Avengers teams came around the corner "Venom insight, activating kill code." Iron Man said as the Heroes rushed to get to the scene, as Venom was shocked and the black symbiote fell of like liquid from Gargans body Ms. Marvel pulled herself out of the rubble to see inside the building Adrian had been thrown into the Carnage covered version of him emerged and saw the black Symbiote in a pool of living liquid "…. Tony stop!" She yelled up to him as the Carnaged Adrian leapt out of the building and tackled Gargan and Venom as they tore apart. From far above Spider-Man could see it all "NO!" He yelled as the two symbiotes Carnage and Venom combined on top of Adrian it started to grow rapidly red and black mixing into one. Giant tentacles and spike like appendages shot out of it reaving and thrashing up and down toppling cars, ripping out street lights and signs. Buildings cracked and shook as the tentacles and spikes dug into the pavement.

"ADRIAN!" Spider-Man yelled zipping toward him, but out of nowhere an magical hand grabbed him "No Spider-Man, you'll get caught in it too." Doctor Strange said grabbing him with magic "Let me go!" Spider-Man yelled as Luke Cage grabbed him as the giant symbiote howled and roared and roared as it tore apart the street and everything around it one by one. The Avengers could see the two faces of Carnage and Venom melting together there fangs and tongues lashing out and at the center of it all was Adrian.

"Sentry the symbiotes can't survive heat, cut Adrian out of that." Iron Man ordered the sentry "Ms. Marvel, Iron Fist, Doctor Strange keep the tentacles back hit burn them with everything you can."

Luke Cage ran up to Iron Man "Your in no place to give orders Stark." Luke demanded "I am when peoples lives are at stake."

"Even when you're the one who put them there, Venom is a part of the Thunderbolts, this is all your fault!" Luke yelled at the director of Shield. "I didn't give the order to use Venom, Luke." Iron Man snapped back at him as he shot burning energy shots at the tentacles. Sentry was trying to burn through to the core of the giant mass of symbiotic fury spinning and churning all at once. The blackness of Venoms body ripped and thrashed enveloping all light around it as the blood crimson of Carnage rippled and even pulsed glowing as if possessed by some new force. "Let me go!" Spider-Man said as he was held back by Ares and Doctor Strange "Not happening bug." Ares said as they tried to contain whatever it was that was taking control of them. Suddenly Mac Gargans body was thrown through the mess right into Sentry sending both of them against a car, with Grgan stark naked gasping as if he had just ben drowned. This was followed by the tentacles and spikes all freezing up instantly, Black Widow and Wonder Man ran up to him as he mumbled out something "… magnificent."

Everything had gone still, from chaos to absolute still than like a lightning bolt it all started to retract going right back down into the center where it all started taking building pieces, lamp signs, etc. back with it into a dark black ball of red and black.

Than silence, no one moved, no one spoke they only watched as something was born.

The black alien symbiote started to tighten around itself into a ball than something else, till something appeared to be on its hands and knees. It had two arms and legs, with five fingers on each hand it gripped the pavement around it as it stood. Whatever it was it had a head without any features, none of it at first, until the forms of muscles and a humanoid traits appeared. Small cracks and slivers in its body twitched and fidgeted with small tentacles with red glowing images appeared. But all of them looked at its chest, right in the center of its chest and back a blood red spider appeared it was like Venom's but red like carnage it rose up and wrapped around its chest and two glowing red eyes. They weren't like Spider-Man or Venoms masks but just two eyes like slits in the night.

At first it just stood there looking around, at the city at the ruins it had caused, it looked at the Avengers surrounding it "Adrian?" Spider-Man asked seeing it.

The symbiote looked at Spider-Man right in the eyes.

"Ruin."