BGM-Spider-Man: Web of Shadows OST-Web of Shadows

Shadow: I'm Shadow the Hedgehog. The one and only ultimate life form. I finally found the last Chaos Emerald, only for it to be taken by Rouge after she became infected with a symbiote. I should've done something to save her, but there is no use wallowing in the past. I WILL save her! The Symbiotes have made this personal! Salem! Venom! I will bury you two in the same grave as Black Doom!

BGM End

Issue 18: Maximum Toxin

Stark HQ, New York City

Cinder stands in the medical ward with her arms crossed, staring stoically down at the unconscious Mercury lying on his bed. 'This guy. He is your friend?' Toxin asked, telepathically speaking with its host.

"Mercury ISN'T my friend." Cinder retorted.

'Does this mean I can eat him?' Toxin asked casually, surprising its host with his question.

"You are NOT eating him! His skills will be useful to our cause when he wakes up." Cinder replied.

The former Maiden exits the medical ward and walks through a hallway, casually passing by SHIELD agents while Toxin continues to pester its host with questions, 'What about Emerald? From what I can see in your memories, she likes you very much.'

"I like Emerald only for her abilities. Nothing more." Cinder answered.

'Really?' Toxin asked, feeling doubtful from her answer.

"Yes, really." Cinder replied.

'So you don't care if she is dead, or suffering while bonded to a symbiote?' Toxin questioned, 'And what about Eddie Brock? The host of my grandfather. You love him, don't you?' He asked casually, once again greatly surprising its host.

"What?! No I don't!" Cinder retort quietly, not wanting the people around her to think she's crazy while arguing with herself.

'Your feelings say otherwise. He has treated you with kindness like no one else before.' Toxin revealed.

Cinder scowls while clenching onto her head, "Would you shut up and stop looking inside my head?!"

'Why?'

"And STOP asking me questions!"

'I'm just curious. You say your friends are not friends, yet they treat you as a friend. Why not you?' Toxin asked.

"I am NOT discussing my problems with a parasite!" Cinder retorts while walking into an empty hallway.

'PARASITE?!' Toxin shouted angrily, immediately launching tendrils from its host's back and sticking them on a wall. Suddenly, Cinder got pulled by the tendrils and painfully sticks to the wall. She struggles with her arms trying to pull herself free, but her symbiote has an extremely strong grip on her.

"Let me go!" Cinder demanded.

'Apologize!' Toxin shouted.

"No!" Cinder refused.

'APOLOGIZE!' Toxin retorted.

"Okay! Fine! I'm sorry!" Cinder apologizes begrudgingly.

Swiftly, Toxin lets go of its host and lets her walk freely again. Cinder walks into an empty restroom to cool off. She stands behind a faucet, turning on the water to rinse her face. While the water is running, she stares at her reflection in the mirror, and for a brief moment, her reflection turns into a symbiotic version of herself, frightening Cinder as she quickly takes a step back and sits on a toilet.

Cinder sighs heavily before covering her face with her hands. "Why is my life such as mess?" She asked herself somberly, putting her hands away from her face as it looks depressive, "Nothing has gone my way. I still have nothing. I did not gain the godlike powers Salem promised me. I did not keep my promise to Eddie. With great power comes great fear. And from great fear comes great respect. I have none of that…because I AM nothing."

'That is not true. You have me.' Toxin said, slightly getting its host's attention. 'Look at the mirror. I have something to show you.'

With silent depression, Cinder stands up from the toilet and approaches the mirror to see her normal reflection again. "Now what?" She asked stoically.

'Take off your eyepatch. Look at your left eye.' Toxin commanded.

Cinder complies to its instructions, moving the hair that is covering her eyepatch so she can take it off. She did just that but her left eye remains closed. 'Open your eye.' Toxin instructed. Cinder struggles for a moment before opening her left eye, which is no longer scarred and looks good as new, much to her shock and surprise.

BGM-Spider-Man 3 (Game) OST-The City #5

"My eye…It's healed?" Cinder looks stunned as she touches her healed eye, "How did you do that? W-WHY did you do that?" She asks her symbiote.

Before answering, Toxin manifests itself from Cinder's body, appearing as a black symbiotic head with red eyes and fangs as it speaks to her, "I know everything about you, Cinder. I am inside your head. You were born a loser that was mistreated and suffered. And I was born to be a victim of my father. If we're to survive in this world, we must stick together. Grow stronger together. Protect each other. That IS what friends do, right?"

Cinder scoffs with a smile, nodding her head, "I suppose so."

"Great. Now can you help me get something to eat, otherwise your liver is starting to look really, really good…and juicy." Toxin replied, visibly worrying its host.

BGM End

Elsewhere in the building…

"Just to be clear: This Black Suit of yours…it is alive, yes?" asked Shadow, chatting with Red-Suited Spider-Man in a hallway as the hedgehog wants to learn more about the symbiotes.

"So far as I know, it's a symbiote. It lives off of me, but also gives me additional powers." Spidey answered.

"You are sure the relation is symbiotic and NOT simply parasitic?" Shadow questioned.

"If it was parasite, it would be harming me, rather than giving me strength and reflexes." Spidey replied.

"Hrmmm…" Shadow looks away from the webslinger, touching his muzzle while thinking to himself.

Peter raises a curious eyebrow at the black hedgehog, "What?"

"I am wondering what your plan is, should you discover the suit is…not as beneficial as you think." Shadow says while looking at the kid.

"It's not going to come to that. Okay? I know how these things work. It's NOT going to come to that." Spidey assures him, but Shadow scoffs while looking away from him.

BGM-Shadow the Hedgehog OST-Preparation for Ritual

Suddenly, the alarm sounds that alerts everyone inside the building. Cinder rush out of the bathroom and meets with Spidey and Shadow and asks them, "What is it?!"

Spidey shrugs, "We dunno."

'All SHIELD personnel! This is Black Widow! Resistance HQ is under enemy attack!' said Black Widow, speaking through the comm link, 'Estimated over 1000 Symbiotes inbound. An advanced group is currently attacking our gate emitters!'

"What!?" said Spidey and his two allies.

'According to reports, the psychotic red symbiote known as Carnage has also been sighted with the aliens! All SHIELD agent and Avenger within the range of the safe zone meet me out front immediately! This is not a drill! I repeat, this is not a drill!' Widow informed, as every SHIELD agent run through the hallway to meet with their commander outside.

'Daddy is coming for me.' Toxin said to Cinder.

"I won't let him hurt you." Cinder whispered.

"I heard Carnage has been causing a ruckus for both SHIELD and the symbiotes. When did he decide to join Venom's side? Those two HATE each other!" Spidey said.

"It doesn't matter!" Shadow retorted. "We MUST protect the base and the Chaos Emeralds, at all costs! Let's go!" Shadow skates ahead, as Spidey and Cinder catch up with him towards the exit of the building.

BGM End

BGM-Shadow the Hedgehog OST-Heavy Dog

Outside the Stark Building, many SHIELD agents and various heroes have gathered to prep themselves for the incoming assault. Heroes such as Spider-Man, Shadow, Winter, Blake, Captain Marvel, Mockingbird, Iron Fist, Thing, and Omega received the call to defend the safe zone. The recruited villains such as Cinder, Electro, and Rhino were also summoned to fight against the invaders, standing near Black Widow as she speaks with an agent.

"Get the engineers BACK on those barriers! Tell the pilots on standby to grab a rifle and deploy on the line! If we fail here, there's NO retreat!" Widow salutes the agent before he leaves to accomplish his assignment. The superspy turns around, facing her massive army of SHIELD agents to give a speech, "I want EVERY MAN who can fire a gun to limb, crawl, or DRAG themselves out here to HOLD THIS LINE! SHIELD is the LAST defense for ALL OF MANHATTAN! Maybe for the entire WORLD! ALL our worlds! STAND READY!"

"HOORAH!" The SHIELD agents cheered while fist bumping the air, feeling extremely inspired by her speech.

"Wow…" Spidey muttered, also left impressed by her speech.

"I am more inspired to eliminate all symbiotes." Omega comments on her speech as well.

Widow immediately points at her Avengers, "That goes for all of you too! The three gates are the most critical point of our defense. The symbiote horde approaching are accompanied by three Super Symbiote Grimm: A Petra Gigas, a Teryx, and a Megoliath! Shadow, Omega, Iron Fist, and Rhino! You four will join Captain Marvel's strike team against the horde! Destroy the Super Symbiotes and Carnage! Everyone else, DEFEND THE SAFE ZONE! Spider-Man, you are in charge of protecting the gate emitters! Destroy the symbiotes before they destroy the emitters!"

"Uh, yes ma'am!" Spidey saluted, quickly and nervously.

BGM End

BGM-One Piece Pirate Warriors 4 OST-Chaos on the Field

"AVENGERS ASSEMBLE!" Black Widow shouted, pointing her army to attack the massive symbiote horde approaching their base.

Symbiote Zombies are spotted damaging the gate emitters while being protected by Symbiote Beowolves and Slashers. Mockingbird leads Blake and Electro against a squadron attacking one of the emitters. Upon noticing the heroes, the Slashers growl and rush at them with claw swipes, but were quickly killed with strikes from Blake and Mockingbird. The Beowolves knock back the woman with tendril strikes, and would've continued attacking if Electro didn't murder them with a lightning blast, allowing Blake and Mockingbird to kill the Zombies attacking the emitter.

"It's clobberin' time!" Spidey quips, in the air web blasting symbiotes attacking another emitter.

"Don't go stealin' my lines, bugkid!" Thing retorts, unleashing a devastating uppercut on the webbed symbiotes that send them flying.

From a distance, Cinder launches arrows at several Beowolves to stun them for Spider-Man. The webspinner easily knocks the aliens with Web Strikes, giving Thing enough room to smash onto the crowd of Zombies attacking the emitter.

Outside of the safe zone, Captain Marvel leads her massive strike team against the main symbiote horde rampaging towards their base, "SHIELD agents, focus on the small fry! Keep a lookout of Carnage! Rhino, clear them a path! The rest of us will go greet the Super Symbiotes! SHOW NO MERCY!"

"CHAAAARRRGGGGE!" Rhino charges hornfirst towards the symbiotes, bulldozing through the massive horde and easily massacres dozens of aliens in his path.

It becomes an all-out war between the agents of SHIELD and the warriors of the Symbiotes. Each side trade vicious blows at each other with neither side showing slowdown. Agents unload everything in their guns at the symbiotes, fending them off for the soldiers wielding fire or sonic weaponary, as they use those weapons to easily massacre the aliens. The Symbiotes hold nothing back either. Symbiote Ursas swing their claws at agents. Symbiote Lancers fire their stingers from the air. Symbiote Grapplers pull agents towards them and bite their heads off.

Meanwhile, Captain Marvel is about to engage with a Super Symbiote Teryx Grimm in the air. "Got eyes on the Teryx! About to make it extinct!" Carol informs her teammates.

The Symbiote Teryx screeches before lunging at Carol, who dodges its attack. It then goes for a few claw swings that were easily countered with a devastating uppercut. The Grimm quickly recovers, flapping its wings to stay airborne as it fires a barrage of symbiotic web balls at Carol. The cosmic avenger could barely dodge them until a few hit her, stunning her long enough for the Grimm to smack her to a rooftop.

Carol scowls at the flying Grimm, "Is that how you want to play?"

Captain Marvel flies towards another web barrage and manages to dodge them all, landing a powerful punch to the face and stunning the Teryx. She grabs the Grimm's tail and flies down at top speed, then hurls it onto a building as it crumbles beneath its weight. Carol concentrates on her energy before firing a massive beam of photon energy down at the Super Teryx, destroying it in the ensuing explosion.

Meanwhile, Shadow tangles with a Symbiote Petra Gigas, possessing symbiotic debris as its body. Shadow jumps around the area, avoiding its large tendril whips and stabs and countering with Chaos Spears that didn't affect it at all. One of the tendrils manage to smack the hedgehog into a building, but he quickly recovers with an annoyed scowl on his face. He jumps out of the building, and as the Gigas hurls a barrage of tendrils at him, Shadow dodges and grinds on them. He reaches the face of mask of the Gigas and immediately bombards it with Homing Attacks before piercing through it, landing on the other side of the Grimm as it collapses to its death.

"Unleashing absolute carnage on all symbiotes!" Nearby, Omega launches a hail of missiles from both arm cannons at every symbiote in his way.

"Speaking of Carnage, any sign of him?" Rhino asks while pummeling the symbiotes surrounding him.

"Negative, but I call dibs on him upon first sightings." Omega replied.

"Mind spreading a little carnage on this big guy?" Iron Fist quips while running away from a massive Super Symbiote Megoliath Grimm. The Alpha Grimm rampages on the streets, charging its giant tusks through cars and streetlights, stomping on helpless SHIELD agents while chasing Iron Fist. "Got an idea! Rhino, grab a foot! Omega, help him trip it and reveal its underbelly!" Fist ordered them.

Rhino stands underneath one of the Symbiote Megoliath's feet as it nearly stomps him to death. Grunting extensively, Rhino struggles as he pushes his strength to the limit and slowly lift its foot. Omega unloads a barrage of missiles at its face, distracting it long enough so Rhino can topple the massive Grimm to lie on its back.

While it's stunned, Iron Fist leaps high into the air while concentrating all of his chi into his right fist. Fist unleashes a ferocious battle cry and punches the Grimm's underbelly with a force that could level mountains, causing the massive beast to explode into alien goo.

BGM End

"That takes care of the Super Symbiotes, but is there still no sign of Carnage?" Iron Fist contacted his allies.

'The reports stated he was leading the horde. He's a red symbiote. He should stick out like a sore thumb.' Black Widow responded.

BGM-Spider-Man & Venom: Maximum Carnage OST-Carnage Rules (by Green Jelly)

Suddenly, the ground near the safe zone starts trembling as if the area was hit with an earthquake. "An earthquake?" Blake questioned.

"Sounds more like somethin' is tunneling beneath us." Thing claimed.

'He's here. Below us.' Toxin said to Cinder, sensing its creator.

Cinder scowls while getting into a defensive stance with her swords, "Perfect…"

Just then, a Symbiote King Taijitu burrows out of the ground and smashes through a gate emitter, destabilizing that section of the barrier and creating an opening into the safe zone. "PERIMETER BREACH! HOLD YOUR GROUND!" Winter shouted at her soldiers.

The black half of the King Taijitu opens its mouth as Carnage walks out of it with a psychotic laugh. He expresses, "Guess WHOOO? It's your ever-lovin; totally unfriendly neighborhood CARNAGE! And he brought his MURDEROUS FRIENDS! Let's get this party STARTED!"

Carnage laughs maniacally as dozens of symbiotes run out of the mouth of the King Taijitu's white half and swarm the courtyard, overwhelming several SHIELD agents. Carnage leaps towards a crowd of agents and pulverizes them with a maniacal blow that knocks down all foes caught in its wake. Agents relentlessly shoot at Carnage, but none of their attacks have any effect on the homicidal symbiote. "I'll try my best not to spill too LITTLE blood!" He lashes out in a joyous expression of violence and pointy tendrils while massacring every agent in his sights.

"He's insane…A complete monster…" Blake commented, stunned and horrified by the symbiotic serial killer.

"That's an understatement. He was clever enough to surprise us from underground." Spidey remarked. "Be careful, team! Carnage is as insane as he is powerful! Keep your distance! Sonic Unit, rupture his eardrums!" He advises the agents.

A group of SHIELD agents wielding sonic-based weaponary attack Carnage, nearly ripping the symbiote off of him. Suddenly, the Symbiote King Taijitu covers for its leader, sacrificing itself to give Carnage time to recover. Kasady chuckles as he jumps into the air, "Nice TRYYYY!" He fires blades at all the sonic weapons in his sight and destroys them, before zipping down while morphing a distorted blade onto each arm. He begins a demented dance of spinning and slashing, cleaving the Sonic Unit and other agents running away from the laughing psychopath, "You can't run! I'm having too much fun!"

'Carnage!' Salem speaks up in his head using telepathy, 'Remember your mission. Destroy Toxin and the Resistance base, and capture Spider-Man and Shadow along with the Chaos Emeralds.' She reminded him.

"Whatever, lady. Hope you don't mind if I bring them in pieces." Carnage quips while viciously lunging towards a group consisting of Spider-Man, Blake, Thing, Cinder, and Winter, "It's amp-up-the slaughter time!"

Spidey switches to his Black Suit and webs the psychopath's face, "Congrats resolving your daddy issues, Cletus. Mind explaining to the class how that miracle happened?"

Carnage absorbs the webbing through his eyes and delivers a tendril whip that forces the assembled heroes to scatter, "Oh, Daddy and I still want to massacre each other, but I struck a bargain with his new wifey to mostly kill you and kill Toxin!"

"Toxin? You mean, whatever that thing is, it's here?" Spidey asks, smacking a tendril onto the serial killer.

"It's my baby." Carnage retorts, knocking the webhead away with an axe swing.

"You were preggers? What a revoltin' development. So who's the father?" Thing asks, smashing his fist into Carnage's face.

"Oh, THEY know who they are." Carnage grabs the rocky hero's fist and slams him painfully into the ground, "And I'm sure they're too shy to reveal themselves." Suddenly, he gets shot in the forehead by one of the glaring Cinder's arrows, "ALMOST shy."

Carnage races towards Cinder in a crimson fury of lunacy and lethality that helps him dodge Blake's bullets. He protrudes and large and sharp tendril towards Cinder but was surprised when Winter suddenly appeared to cleave it. His back got webbed by Spidey and found himself hurled out of the safe zone.

"What did ol' Sally witch promise you anyway?" Spidey asks while webstriking towards the psychopath.

"Slaughter." Carnage rolls away from his web strike, "Earth as a killing floor…and you don't even want to know about Remnant and Mobius."

"So, carnage." Spidey quips while ducking under his axe swing.

"What?" Carnage remarks in confusion, stopping his assault for a moment.

"No. She promised you 'carnage'." Spidey clarified.

"Very clever. Let the carnage continue!" Carnage expands his claws into monstrous magnitudes before launching a flurry of assaults onto Spider-Man. The symbiotic webslinger dodges his attacks, jumping over the symbiotic psychopath to web-throw a car at him, which explodes and sends him flying onto the electrified barrier that electrocutes him. He grunts, "Not bad, bug. But it'll take more than your barrier and Black Suit to kill me."

"I'm not trying to kill you. Only putting you to sleep." Spidey kicks the psychopath in the head.

"That's your fatal flaw. You don't have the killer instinct to use its full power! Thankfully for me, I was BORN with one…" Carnage retorts, protruding tendrils from his back to impale Spidey through the abdomen, depleting his Aura and nearly killing him.

BGM End

"Oh, no." Winter muttered in shock upon witnessing Spidey's impalement.

"SPIDER-MAN!" Blake shouted, horrified from seeing him nearly killed by Carnage.

BGM-Sonic Adventure OST-Strain

"Oh, yeah! That felt SO great!" Carnage hurls the wounded arachnid back into the safe zone and rampages towards Cinder, "You're next, girly!"

"Ms. Belladonna, tend to Spider-Man!" Winter then glances at Cinder, "Cinder, your Semblance! It's heat-based, right? Use it beneath Carnage while I combine it with the Flames of the Faltine!" She ordered.

Winter thrust her palm at the part of the ground Carnage is approaching, creating a large glyph while incanting the fire magic spell. Cinder uses her Semblance to superheat the glyph. Just as Carnage is about to jump over the glyph, it erupts a massive pillar of flame that send the symbiote flying upwards, severely burning the symbiote. "Nice magic trick! But I ate some of that ISO-8 recently! Fire doesn't sting as much as before!" Carnage proclaimed in the air.

Winter uses a glyph to propel herself high in the sky, flying past Carnage. She swiftly whips out her swords to dual-wield, prompting Carnage to morph his arms into blades. The two warriors clash intensely in midair, trading blows with neither of them gaining an advantage over the other.

"You're one of those 'Huntsmen' I've been hearing lot about. You may be well-versed in the art of killing Grimm, but not in the art of killing ME!" Carnage boasted.

"I am. Been killing your kind all day." Winter retorted.

"You mean Venom's weakling kiddies?" Carnage quipped.

"Weren't you Venom's first child?" Winter responded.

"Doesn't mean I'm weak! I'm stronger than Daddy and the rest of his children COMBINED! Check my wiki!" Carnage boasts again as he is about to decapitate Winter with an arm-blade. Winter narrowly dodges his attack and surrounds glyphs all around the symbiote for herself to ricochet at blurry speeds, confusing Carnage long enough to deliver a powerful strike that sends him plummeting.

"You may be stronger, but you lack formal training." Winter mocked.

"GOTCHA! You ain't escapin' from this one!" Thing grabs the falling Carnage into a bearhug, slowly crushing him. Surprisingly, Carnage morphs himself into liquid to escape the hero's grasp, "Huh?! Since when could he do that?!" Carnage reforms himself behind Thing and strikes a critical blow that knocks him out cold.

Winter dashes from the air to deliver a downward slash at Carnage, but he turns into a puddle again to dodge her quick strike. He reforms behind Winter and knocks her away with an axe swing, then hurls needle-shaped projectiles that constricts her and explodes, depleting her Aura. "You don't need training to unleash MAXIMUM CARNAGE!" Carnage scratches and slices the vulnerable huntress with his savage might, severely injuring her to the point of her clothes being left in tatters and heavily bruising and scarring the specialist.

Before Carnage could kill her, he was pulled away by Blake grabbing him with her ribbon. Cinder uses this chance to slash him ruthlessly, only for Carnage to reforms his arm-blades and spin around, cutting up and depleting the Auras of both Cinder and Blake. He then impales Blake through the abdomen, knocking her out cold before delivering a bloody slash that leaves Cinder lying on the ground with bloody wounds.

BGM End

BGM-RWBY OST-All Things Must Die

Nearby, Black Widow fights alongside several SHIELD agents as well as Electro and Mockingbird to fend off the invading symbiotes. She wields her dual-pistols and repeatedly shoots at symbiotes, pushing some of them back. "Someone call an airstrike! We're about to be overwhelmed!" Widow ordered.

"I don't think so! Berserkers! I summon you to assist your big bro to spread the mayhem and DESTROY STARK INDUSTRIES!" Carnage shouted, calling upon his newest symbiote minions.

The symbiote horde briefly stop fighting the heroes upon hearing Carnage's command. Most of them turn around and spot several red symbiotes that greatly resemble Venom but with no eyes and chest logo dropping down to the streets. They are the Symbiote Berserkers, physically the strongest symbiotes of their army. "GRAAAAAAG!" A Berserker leads a squadron of smaller symbiotes into the safe zone, charging through a dozen SHIELD agents as it makes its way towards the armor-enforced front door of Stark HQ, attacking it. Electro and Mockingbird tries to stop it, but they were lunged by two other Berserkers to keep them busy.

"I won't let you get away with this!" Shadow proclaims, hurrying towards the safe zone to protect it from the Berserkers. Halfway there, he suddenly he hears an ear-piercing screech that makes him feel weak, "What…" He collapses to a knee and struggles to stand, "What is happening to me…"

Four Symbiote Apathys descend and surround the hedgehog, weakening him with their screams to drain his will to go on. "These creatures…weakening my power somehow…" Shadow weakly noted. While he is stunned, a Symbiote Parasite latches onto Shadow in an attempt to bond with him. "No! You will not take control of me…I promised myself to rescue Rouge from your kind…" Shadow retorts, struggling with all of his might to fight back against the symbiote wanting to bond with him.

"Hold on, Shadow! I'm coming!" shouts Captain Marvel, flying to his rescue. Suddenly, she got surprised by a Berserker that tackles her to a building. It quickly infects her with a symbiote, and despite her attempts to fight back, Carol succumbs to its control and becomes Symbiote Captain Marvel, "GRAAAAAAAH!"

In the safe zone, Symbiote Spidey holds onto his bloody chest wound as he struggles to stand on a knee. He could do nothing but watch Carnage stand before the badly injured Cinder lying on the ground, "Carnage…get away from her…"

"No way, man!" Carnage forms an arm-blade while smiling down at the wounded criminal, "I made her a promise that I'd find her and kill her, and that's what I'm about to do!"

"Toxin…a little help…" Cinder whispers to her symbiote.

'Say the magic word.' Toxin quipped.

Cinder groans, "For the love of…Please…"

"Goodnight, princess!" Carnage laughed, preparing to kill Toxin and its host at the same time.

Surprisingly, her symbiote grabs Carnage's sword with its tendril and manifests all around Cinder's body, fixing her broken bones and healing her injuries. Toxin fully transforms, taking the form of a skintight black spider-suit with a red spider symbol and matching red shoulder-length gloves and leggings, as well as having long black and red hair. Toxin rips off its father's arm-blade, causing him to scream in pain while Spider-Man and other heroes and SHIELD agents watch in shock and horror, "AAAAAAAAAGH!"

"Don't blame me…It's in the genes." Toxin speaks with its voice and Cinder's overlapping each other.

"Cinder…is Toxin?" Spidey deduced, adding to his shock.

As Carnage regrows his arm, the newly-awakened Toxin uses her tentacles to suddenly propel herself towards him while striking with her claws, "If you're my father, Carnage, who's my mother?"

Enraged, Carnage deflects her attacks, "That ain't quite how the biology pans out, buster." He says while morphing an arm-axe.

"Sorry…" Toxin morphs herself an arm-blade and locks weapons against her father, "Was never a fan of biology." Her sword ignites with flames and effortlessly break through Carnage's defensives, then hits him with a crushing three-stage combo attack that unleashes the full power of her symbiote. "Spider-Man! Stop those Berserkers from destroying the building! I have Carnage!"

Spidey activates his Battle Focus Semblance to rapidly generate enough Aura to heal most of his injuries. "Cinder…You have control?" He remarks in shock while standing on his feet.

"I do, now HURRY!" Toxin retorts while backflipping away from her father's lashing tendrils, countering with fireballs from her palms that slam into Carnage with terrific force.

BGM End

BGM-One Piece Pirate Warriors 4 OST-Strong Men of the New World

Symbiote Spidey zip towards the Berserkers that are degrading the door integrity into their base. He activates his Rage Mode, now with four symbiotic spider-limbs protruding from his back accompanying his mystical red aura. He breaks through the defenses of the Berserkers with little effort, then decimates them with devastating tendril whips and powerful waldoe strikes.

"Door's secured, Widow! Where's that airstrike?!" Spidey asked her.

Black Widow plunges her gauntlets into the ground, unleashing an electrical shockwave that stuns the surrounding symbiotes. "Tricarrier is nearing position! About to call it in!" She rushes to the command station and presses a button that calls in the airstrike, "One minute 'til the airstrike! DEFEND THE SAFE ZONE!"

Meanwhile with Omega, he approaches Shadow as he nearly succumbs to the symbiote. "Stay strong, Shadow. I will purge you of the parasite. Warning: This might hurt." He unleashes his flamethrowers at Shadow and the Apathys, killing the Grimm and purging the symbiote off of the hedgehog.

Shadow pants, "That was close…Thank you, Omega."

"No thanks are necessary. I am just happy to kill more aliens." Omega responded.

Suddenly, Omega gets slammed into a wall by the Venomized Captain Marvel. "OMEGA!" Shadow shouted in surprise.

"Eliminate! Eliminate!" Omega reconfigures his hands into gatling guns and shoot relentless rounds to keep back Captain Marvel, but she flies through his barrage and punches through his chest, leaving a large gaping hole while ripping out his Chaos Drive, shutting down the badnik.

All of a sudden, Carol gets rammed through several windows and skyscrapers by Shadow's Spin Dash. After being smashed through another building, Carol deflects his spin attack, but Shadow uses his hoverboots to hover in the air. "You cannot stop us, Shadow. Join us. My queen has shown quite an interest in you." Symbiote Captain Marvel told him.

Shadow scoffs, "I'm not interested in joining up with Symbiotes, thank you very much. And don't worry. I'll be going after your boss as soon as I'm finished with you!"

Shadow and the corrupted Avenger charge at each other, clashing and trading powerful blows in the sky. Carols swings a punch at Shadow, who retaliates with a brutal double-kick to her chest before bouncing off. "Chaos Spear!" He hurls a large energy bolt that quickly collides with Carol's energy blast, canceling each other out. Carol tries to punch him again, only for Shadow to warp away and stomp her into the middle of the symbiote horde on the streets below.

"No hard feelings, Captain." Shadow grabbed her by the throat, pinning her to the ground and temporarily activating his Chaos Boost Mode. "Chaos…BLAST!" He shouts, unleashing a fiery explosion of chaos energy that shreds the symbiote off of Captain Marvel and wipes out a huge portion of the symbiote horde.

Meanwhile, Toxin continues to overwhelm Carnage with her devastating power. Carnage tries to smack her with his tendrils, only for her to quickly dodge them with lightning-speed side maneuvers and charging into him while surrounded by a whirlwind of fiery glass swords. She bounces off his chest high into the air, igniting a continuous stream of fire under her feet to hover. She conjures a fireball in each hand and quips, "Here's your early Father's day present." before bombarding her symbiotic father with fireballs, weakening him enough for a final strike. She ignites her right fist in flames and flies down at hyper speed, reaching Carnage in the blink of an eye. "HAAAAAAAH!" With her loud battle cry, Toxin slams her fist into his chest, utterly demolishing him with raw explosive power.

That last attack sent Carnage flying, then skipping on the ground like a pebble on the river before rolling on the floor and finally stopping in absolute pain. "She's fast…Strong…Youth on her side." Carnage comments weakly.

"Cinder!" Spidey shouts at her, taking off his symbiote while helping the bleeding Blake to safety, "Airstrike's about to hit in less than 10 seconds! MOVE!"

Toxin quickly webs her father to the ground before swinging to safety. While struggling to break free, Carnage spots several fighter jets flying towards the safe zone. As they fly over the safe zone, they drop dozens of bombs that completely wipe out the symbiote horde. "THAT'S IT, DAUGHTER! NOW YOU'VE GONE AND MADE ME MAD!" Carnage yells while being caught in the explosions that seemingly kill him.

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Later inside the Stark Industries…

BGM-Shadow the Hedgehog OST-Brief Relief

"BLAKE! SPIDEY! I got here as fast as I could! Are you okay?!" asked Yang, barging into the medical ward for the superheroes who were wounded in the massive battle.

"Show some concern for the rest of us! We nearly died too!" Thing quipped.

"We're fine, Yang. Thanks for your concern." Blake smiles at her partner, lying on her bed with her wounds bandaged.

Yang embraces her ex-boyfriend with a hug, "I heard about the big fight. Wish I was here to help, but I had to help your Aunt May evacuate Chinatown."

"It's okay. And thanks for looking out for her." Spidey replied before letting go of the hug.

"How long until you all recover?" Yang asks her wounded friends.

"Hopefully before Salem completes her ritual. Whatever that is still." Winter replies from her bed while she's also wrapped with bandages.

"You seemed to have recover fine." Yang smiles at her ex-boyfriend, noticing his injuries have healed completely.

Spidey cockily points his thumb at himself, "I'm not Wolverine, but I'm a quick healer. And being bonded to a symbiote DOES have benefits."

"Nothing for me. In fact, my symbiote got the benefit of controlling me and nearly destroyed Omega and Shadow." The recovering Captain Marvel quips, then turns to Shadow standing next to her, "Thanks for the save by the way. How is Omega doing?"

"Fine. SHIELD is repairing him as we speak, but it'll be a few hours." Shadow answered.

Carol sighs, "We were all lucky to survive this hour. The Symbiotes must be getting desperate."

"Maybe." Spidey muttered. "Excuse me, gotta meet a person about a thing." He says while walking out the medical ward.

"I'm coming too." Shadow follows him outside the medical ward.

BGM End

BGM-Sonic Adventure 2 OST-The Base

Out in a hallway, Spidey and Shadow spot Cinder relaxing with her back leaned on a wall and her arms crossed. She spots the duo approaching her and asks, "Are they okay?"

"They're fine. Surprised you're starting to care about our friends. Guessing bonding with a symbiote is expressing your other emotions besides arrogance and stubbornness." Spidey quipped.

"I at least deserve a thank you." Cinder makes a quip of her own.

"For what? LYING to us about being bonded to the Toxin symbiote this whole time, or endangering our safe zone and the lives of my friends?" Spidey retorted, sounding a little angry at their newest symbiote ally.

"Aren't you endangering them with your Black Suit? I've noted the times you've lost control." Cinder quips with a grin, annoying him enough to growl at her.

"At least we knew from the beginning Spider-Man was bonded to a symbiote. You, however, has been hiding a newborn child with immense potential to be a threat to our cause." Shadow chimes into the conversation to defend the webslinger.

"And a threat to Carnage. That is why he is obsessed with Toxin's death, and why he has formed an alliance with Salem and Venom, because they too have come to fear his power." Cinder gets off from the wall, "I didn't say anything about Toxin because, one, I don't like any of you, and two, it was for his protection. He's still a baby trying to find his own purpose in life. I can…relate in some regard. And we need each other if we want to have any hope stopping this invasion."

"But you're bonded to the child of Carnage! What if you become as crazy as him?" Spidey asked.

"I'll manage. I'm arrogant and stubborn, remember?" Cinder quipped.

Shadow pauses for a moment, then says, "…Fine. We'll allow you to keep the symbiote, under close surveillance. It's gonna get destroyed anyway when the Tinkerer's weapon is complete."

'What?! I'm going to die soon?! We can't have that!' Toxin said to Cinder.

Cinder casually tilts her head, "That's okay. As long as we kill Carnage before that happens."

"You think he's still alive?" Shadow questions the serial killer's survival.

"I can sense him now. He barely survived the bombing and escaped under our noses." Cinder replied.

Spidey sighs while shaking his head in disappointment, "Wonderful. The Symbiote King and Queen still have their Joker. Not looking forward to whatever ace they have up their slimy sleeves."

BGM End

Meanwhile at Oscorp…

BGM-Mega Man ZX OST- Fate - Deep-Seated Grudge (Tunes Ver.)

"You FUCKIN' idiot! I TOLD YOU we should attack them TOGETHER!" shouted Venom, arguing with his son in the throne room.

"Just because we're working together, DOESN'T mean we're working together! I like to do some things on my own!" Carnage retorted.

"And because you did, Toxin has awakened because you were playing around!" Venom responded.

"I was THIS close in killing her, but it just didn't work out!" Carnage shouted back at his daddy, while Salem listens to their arguing in annoyed silence from her throne.

"No SHIT! And our entire plan is in jeopardy because of your insanity! I should spare my grandchild the trouble of killing you!" Venom threatened.

"Try it, old man!" Carnage retorts, confronting his father with his arm-blades.

"QUIET!" Salem shouted angrily, which was enough to end their arguing. She sighs to calm herself while relaxing her forehead on her palm, "Despite Carnage failing to accomplish any of his tasks, he did succeed weakening SHIELD and place a few of the heroes in the hospital. Spider-Man is further corrupted by his symbiote, and Shadow lost another precious teammate. And though Cinder has awakened Toxin's power, it'll be a while before she masters them, meaning we'll have another chance to destroy them, so cease with the senseless arguing!"

"He started it." Carnage points at his father, who slaps his finger away.

"So is it time we steal the Cosmic Emeralds and destroy their sonic weapon?" Venom asks his queen.

Salem says, "Vulture is preparing his army as we speak. He's in charge to destroy their weapon once it's revealed on the Trask Building. As for the Cosmic Emeralds, we'll have to be patient for a little longer. Our friends in space are still preparing, and our forces in the others worlds have encountered issues weakening their defenses. Nonetheless, I have confidence things will go according to schedule. We just need to continue eluding the heroes of our true goal." She said ominously calm.

"Hope that doesn't mean I'm locked up here twiddling my thumbs. I rather skewer a nobody with my thumbs." Carnage complained.

"You are still weak from your battle with Toxin, but I have prepared something for you that should grant you the edge in your next encounter." Salem uses her magic to summon a Symbiote Stone into Carnage's hand.

"What's this?" Carnage questions the mysterious gray crystal in his hand.

"A Symbiote Stone. It can increase the powers of a symbiote exponentially and grant you magical powers. Venom used one earlier to send a signal into space. I prepared this extra as another incentive to have you join our cause. If you and Venom learn to combine your power, Toxin shouldn't be a problem." Salem explained.

"Oh yeah?" Carnage remarked.

Without hesitation, Kasady swallows the Stone. It wasn't long until he feels its power reacting with his symbiote, changing him from the inside out as he screams in pain, "AAAAARAAAGGGH!" A dark red and malevolent aura radiates from his entire body. His mouth, hands and feet turn black. His body becomes taller. Skinner. Almost ghoulish-looking with boney white spikes that cover large portions of his body and razor-sharp claws. And to complete his new look, he gains a stylized white spider-emblem on his chest.

"Ohoho…Ohohohoho! Should've gave me this stuff sooner. Imagine the damage I can do with this power. Enough to scare even the devil himself!" The newly-transformed Devil Carnage proclaimed, posing with his new terrifying form and horrifying power.

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BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: My goodness, this was long and chaotic. Both Cinder (Toxin) and Kasady (Devil Carnage) have gained new powers in this Symbiote War. I should probably address a few things in case you're curious. Toxin's costume is based on Spider-Woman's from the Ultimate Spider-Man TV Series. Devil Carnage is primarily based on Magic Venom's first form (from Marvel's War of the Realms comic event) with additional elements from Carnage's appearance in the Spider-Man Unlimited TV Series. And like Venom, he now has magic powers that rivals the Maidens. Oh no.

Next Time: Symbiotic rage! Clash of the animals!

Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!

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