Peter was swinging his web around the city when he saw something that filled him with rage! A monster made of red slime crawling on all fours roaring like an animal, he knew it, "Carnage!" he fired his wrist gauntlet's fire to burn at it the symbiote laughing at it walked through the fire.

Peter jumped back as Carnage said, "Oh don't make me laugh babe! you know as the Symbiote Anti- christ my new carnage symbiote is fire proof baby!" his hands became axes as he laughed and charged screaming, "I AM GOING TO EAT YOUR NEW BABY!"

Peter woke up on the roof of his house sleeping walking the fifth time he had this nightmare! this week! he wall crawled along the roof. coming to the bed room where Fluttershy now visibly pregnant was sleeping hand on her stomach ass she groaned feeling a kick!"

Elsewhere in the now ruins of equestria! Celestia was walking along sad and alone in the castle, the fact she was the old mare was setting in horribly! she then heard something before and insane laugh called out, "Old lady say what?" she turned and screamed,"WHAT THE?" Their was carnage laughing as she fell for it.

Carnage pointed and said,"hell old wrinkle I am Carnage, I am a serial killer sharing his body with an alien life form " he laughed making celestia shake and jump back she made her horn glow to fire a blast making a hole in his chest , but Carnage stretched his neck to to her horror lopped his head around through the hole to shift his flesh in away it patched and his head reconnect to a new neck, with sickening oozing and snapping sounds. "Silly cougar I am a zombie! I am already dead HAHAHAHAHAH

the once proud powerful graceful ruler of Equestria gulped and beggingly , "oh come on now! you don't want to kill me! I am old of hell wears the challenge! it's like beating the pinata with out the blind fold and the spin so you lose sense of direction!"

Carnage tapped a claw on his razor sharp lips slash teeth as he said, "point taken! but your a hostage anyway!" a tendril wrapped around her as he grabbed her, "I am going to use your old ass and titties to get Spiderman to come over her! first I kill Spider-man! then I rip his unborn child out of Fluttershy's Womb, then finally I eat fetus! as it's mother dies so it's the last thing she sees! That's my master plan!" Celestia pissed herself at ever last step of the plan!

the undead thing laughed swinging webs screaming, "COME ON SPIDEY MAKE ME LAUGH BABY! I've sat and waited thousands of years for this fun again!" he laughed insane! before turning back, "oops for got the ultra granny napping Note! got excited and forgot a key step! Stupid me! well my brain is decaying! you understand it don't you old ass bitch! Not that we look it HAHAHAHAHAHAH! Spider-man's spider sense probably already told him My plan but! that's half the fun!" he said swinging off!

The next day the note was found and Peter was doing something making Cadance walk up to him before she saw the tube he was using filling up with black slime, "this are codexs! the thing the symbiote use for memory of a host! and what they are revived form! I am checking everyone for it for the codexs! because I have a plan to win! but I am going to need to fight fire with fire!"

Cadance adjusted her hold on flurry as the tube had an eye! "...is it going to be scary?" he nodded.

Later on in the remains of a city Celestia was webbed up Carnage waiting for Spiderman, "maybe I shouldn't have said midnight in two days! So old fat bitch tits? hold old is your big fat silver fox ass anyway? I mean I am older as I was here before your face came to fill in for humans! but Still I just want to know by how much Older I am then your coweb filled tunnel of love!" the mare shivered in horror at every word

That was when Spiderman came down his suit full black red lens red spider symbol red wrist gauntlet's black spider legs! " My spider-sense warned me! It evolved to be progressive!"

Carnage charged axe hands out, "yeah now bring that ass here son!" how ever the spider legs heads became axes and Blocked his two and slashed his chest and head! making carnage slime rope himself back together as he saw it and clapped with his axe hands laughing, "Oh no you didn't! you brought Daddy put my daddy the venom symbiote back together again to wear again! the two things I love to kill more then anything at one I am so happy!" he said crying tears of joy.

Spiderman formed a monster mouth and roared Spider-venom got ready to face carnage! with a charge! it was a blinding flash of tendrils and blades rapidly charging before Peter summoned his stingers now covered in symbiote bio-mass and stabbed carnage making the wound burn!

the bad guy jumped back their was a hole in his stomach he couldn't path as spider venom said, "the stingers are anti-magic! mixing them with symbiote bio mas gives me a necrosword! in each wrist!" The serial killer's jaw fell to the floor where the stingers slashed it off and he was kicked into a ruined wall!

Carnage used tendrils out of his back to walk and try to spear stomp spider-venom as he summoned a mouth to his feet to say, "Oh daddy you know just how to hurt! me! bring it on I missed this!"

Spider-man's growing numbers of spider legs defended him or venom did as he fired a webline up at a ruined building to to zip up landing to stabs to the back of Carnage! before shifting all the biomass to his stingers making them massive black spike covered pillars that ripped carnage to a million peaces. his dead human corpse and symbiote remains rained down like gross confetti.

Peter then grabbed the Black suit and ripped it off returning to his normal one as he cut Celestia lose, "Ok Venom thanks for the help! but you can't stay here!" The slime made a sad face emoji and a heart one, "Look I know you love me! and that's why your so creepy you have got to go!" it didn't move, "Look If I need you I will call! but for right now! go ! go make a new venom to be an anti-hero! so we can team up again later!" the symbiote changed shapes to spell out " you promise" and spider-man nodded and it slimed away.

Peter look to Celestia, " can you fly home or did the old wing bones brake!"

the solar mare pointed and said," I know you will avoid it so I won't slap you! but I have had enough old mare, and Cougar jokes about me! bad enough it's gone meme! I had a kid explain that to me yes!"she said flying off.

to be continued.