When Spiderman arrived at the prison, almost the whole building was taped off. He crawled to the roof and went into through the ventilation shaft. He came out of the vent of the private meeting booth where Venom had reappeared. No policemen were there at the time and his spider sense wasn't going off so he figured he had a substantial amount of time to check out the scene.

The spot where Venom had devoured the two guards was taped off. He checked there first. There were no marks on the floor, no blood to be seen, and no proof anything had even been there to begin with. He looked over the chair that the girl was seated in, there was no body and no dust. He looked over the glass, it wasn't there. It's as if everyone overlooked the murder and started to clean up the mess.

He crawled along the ceiling into the other room. The police were there eating doe nuts. "Man!" Spiderman said to himself "The Police are really slacking off!"

Suddenly without warning a policeman turned around and started shooting at Spiderman .

He jumped off the wall and tried to punch the policeman, but the police man dodged with lightning fast reflexes.

"Something's not right" Spiderman said

He tried a high kick and that failed too. All he managed to do was knock the police man's hat off. Then he realized he wasn't fighting a police man, he was fighting black cat.

"Cat!" Spiderman said "What on earth are you doing here dressed as a policeman!?!"

"No one needs to know!" Cat said

"About your alter ego as one of New York's not so finest?"

"NO! About Venom and Carnage's escape!"

"Well you're a little late Cat, I saw the reports on television. The word is out.

"I've had my family cancel all further reports and had them say it was a false alarm.

"But why Cat?

" Venom and Carnage require a quiet capture so not to spread panic!"

"I suppose that makes sense, but you've never gotten yourself this involved in anything before. Why now?"

"I have my reasons, now get out of here before the real police come back.

"Fine" Spiderman said. He crawled back out through the vent and swung off.

"Good" Cat said "His stupidity still remains a constant" Black Cat's tight black leather uniform turned into black sybiote goo. The police uniform dropped from the rippling back pillar to the floor and Venom took on his true form. "We've got him now!"

"Freeze!" the police said as they came through the door. "Your under arrest for murder and assault!"

Venom started to chuckle

"Stop laughing!"

Venom broke into hysterical laughter as his black tentacle strands gutted the police men. "Fools" Venom said "Nothing can stop us!"

"Oh yeah Chuckles?" Spiderman said in mid-air "How about hole through your chest!"

Spiderman Punched Venom with all his might, It moved him about two feet before Venom stopped himself

"Parker?" Venom said "You should not be fighting me!"

"And why is that Brock?" Spiderman said "Fraid' I'll kick your black panzee but from here to Neptune!" Spiderman shoved his other fist into Venom's face dislodging some of his sybiote, only to have it reform around his face again.

"No no Parker it's not that." Venom said with a huge smile on his face "It's just I'm not the one who decorated the Police lobby with your aunt's guts!"

With amazing speed Spiderman rushed past Venom and back handed him through the cinder block wall. He rushed into the lobby. The horror of what he saw could not be put onto paper. On a couch in the center of the blood laden room sat Carnage laughing a laugh so evil the shadows cowered at the sound.

Spiderman stood there his head forward not moving, his arms limb. His huge white eyes taking in all of what this horrible man had done.

"Carnage." Spiderman said in a voice that seemed as if it was miles away

"Yes Peter my boy!" Carnage said laughing "What can I do for you?"

"YOU CAN DIE!!!!!" Spiderman rushed at Carnage pulling off his mask revealing his tears. Carnage stood and formed the sybiote on his arm into an axe and rushed at the charging Peter.

"How very violent of you Peter" Carnage yelled "I should have killed your stupid aunt years ago!"

Peter Screamed. Carnage swung his axe at Peter, but he ducked through and shoved his fist right through Carnage's chest.

Peter's gloved hand stuck out of Carnages back. It was soaked in blood. The red sybiote drew away from Kasidy's face so Peter could see his flesh. He was Pale and he looked thin.

"H-h-how could you..... P-peter? How c-could Spiderman k-kill anyone?" He said with a weak smirk.

"The day you crossed the line" Peter said in a bitter angry voice.

Kaisidy's eyes rolled back and his body fell limp

Peter quickly turned his arm out to the side and Carnages body slid off and dropped to the floor.

"Well, well Parker." Venom said coming in to the room "I didn't think you had it in you."

"Shut up!" Peter screamed "You'll die tonight too!"

"Is that so? I'm afraid I must disagree little spider, for you see I've brought a little insurance."

Suddenly a green blur went past peter tearing the front of his costume. The green blur stopped at the wall and Peter could see that it was the lizard.

"Conners!" Peter yelled putting his mask back on "What are you doing?!?"

"A piece of my sybiote is in his brain" Venom said "He'll do anything I ask!"

The lizard charged again and Spiderman jumped and stuck onto the ceiling. He shot web at the Lizard's back and pulled causing the Lizard to fall on his back. Spiderman jumped from the ceiling and landed on his chest

"I'm in no mood today Conners!" Spiderman said. Then he started punching the Lizards face. The Lizard hit Spiderman off of his chest with his tail and got up. Spiderman was hit about six feet. When he looked up the Lizard was practically on top of him. He jumped up and kicked the Lizard in the stomach. The Lizard hardly moved.

"Ummmmmmm" Spiderman said "I think I should go."

Spiderman ran for his life and the lizard was right behind him. He went through a back door and shut it quickly behind him. He webbed the door shut hoping it would buy him some time.

"This is good" Spiderman said

He had found himself in the armory. He looked around at all the gun's and weapons. "I can't use these" Spiderman said to himself "Spiderman doesn't use guns."

He could here the Lizard ripping through the door. He quickly looked around the room for a non-lethal weapon. The Lizard burst through the door and charged at Spiderman. Spiderman pulled out a nightstick, but the lizard bit it in two. The Lizard was less than two feet away, and Spiderman was taking one more look around the room. The Lizard lunged at him, Spiderman quickly whipped out some pepper spray and sprayed the Lizard's eyes. The Lizard let out a scream that shattered the glass in the lobby. He put his hands over his eyes and stated hitting things blindly. Spiderman punched him in the face and he fell to the floor. Spiderman jumped on him and punched again in the stomach.

The Lizard stopped squirming and slowly changed into Doctor Connors. Spiderman checked to see if he was alright and then ran out to face Venom, but he and Carnage's body were gone.