"You're asking me?"

The woman All Might was speaking to on the roof of the school was one he had seen around before in the news. She was fairly new to the super hero lifestyle, but had already gained quite a bit of popularity. Sadly, much of this popularity did come from how many viewed her physical appearance, even comparing her to other heroes with the same issue. She was a beautiful young woman, blonde with purple eyes. In or out of costume, she was gorgeous, but it was in costume that the fans loved so much. She hadn't expected the number 1 Pro to come talking to her, especially during her time off. She wasn't supposed to be doing any hero work today, hence the lack of costume, but All Might asked her to meet him here today to discuss something important.

"I know this is a strange question," Said All Might, transformed into his stronger more heroic appearance since this woman was one who didn't know about his secret, "But It is important that you answer honestly, Takeyama."

"But why me?" She asked, "You could have asked any other big pros, not that I don't like when men call me up," She cooed, showing off her flirtatious side for the symbol of peace. Admittedly, she admired All Might the same way many women her age did, even if she chose not to pursue him.

"I'm serious," He stated, still retaining his classic smile, "Your time spent with Young Parker is why I'm asking. You've fought at his side time and time again, and understand what kind of person that he is. This isn't an easy choice for me, that's why I'm asking those who know him well what I should do."

It made sense, of course, but it was still surprising that he came to her of all people. True, in the time spent crusading as her alter ego, Mt. Lady, she had partnered with the wall crawler on multiple occasions. He was always sweet and awkward in a cute way; innocent, even. Whatever Peter did, he did so for others at his own expense, never wishing to put others at risk if he didn't need to. When the news branded him a criminal, when she was told to capture him, it broke her heart. He was one of few she felt as though she didn't need to impress with her looks. Now, the number one hero, was asking for her advice. Wasn't he the symbol of justice? Why was he so unsure?

"If you want to know what I think of Peter," She finally began to answer, "Off record, I think he's a hero. I know the police want us on the lookout for him, but frankly, I've kept my eyes closed. When I first met him, he was protecting innocents. The second time I met him, he was doing the exact same thing. Peter puts himself before others, whether he has what it takes to succeed or not. That's probably what I admire about him the most is that he keeps trying over and over again despite what others may say."

"So …if you believe him a hero-"

"-I don't think you should go after him, All Might. He's a good kid, who's only guilty of doing the right thing, something a lot of aspiring pro's these days could learn," She sighed, "Even me."

This wasn't quite the same woman he knew from the news. The woman he knew of used her looks to get ahead in popularity. She showed skill and even caution, which was promising, but soaked in the spotlight after each appearance. This interaction, however, told All Might there was more to her than originally thought. She was thoughtful, empathetic, and gave him the answer he honestly wanted to hear.

Still, this was only one of a few more stops he needed to make.

"Thank you, Mt. Lady," He staggered, "Eh, Yu Takeyama. I'll take what you've told me into consideration."

All Might then leapt into the air, a gust of wind left behind to nearly blow her off the roof. The conversation with him got her thinking about poor Peter, still on the run from those angry for his kindness. What could he be doing now, she wondered?

…

Peter had been gone for about 15 minutes now, halfway to when he would want them to pack up and leave. She may have told him she would comply with his request, but that didn't mean she had to like it. Kendo came here to fight by his side and protect him from danger, not allow him to throw himself into the fire. He was all alone out there, hunting a monster without an ounce of remorse for his actions. If he wasn't careful, Peter may end up getting killed out there. The idea of losing him so soon after finding him again broke her heart.

Kendo looked to her allies, both seemingly in turmoil after the recent events. Jin was still sitting against the pillar trying to get his bearings. Meanwhile, Kyoka was lost in the darkest parts of her mind over in the corner. The things that Peter said must have really gotten to her, as it did for Kendo too. She knew Peter didn't have a lot of confidence in himself, but she never knew he thought himself weak. Though he allowed himself to be loved by others, he didn't allow to love himself.

She had nothing else to do with her time.

Kendo strolled over to Kyoka with her hood and mask tightened on her head. There was little chance Kyoka would recognize Kendo since she didn't know her very well. This was the best opportunity to talk to her and figure out what's bothering her so much. Obviously, it has something to do with what Peter said, the mystery would lay in which part and why.

"Kyoka Jiro?" Kendo addressed by her full name, trying to show a form of politeness, "How're you holding up?"

Kyoka seemed startled, finally getting pulled from the depths of her mind. She didn't recognize the masked woman before her, but could at least tell she was rather young due to her voice and height. Too young to be a Pro, so she must have been a vigilante like Peter, "I'm fine," Said Kyoka, "Who are you?"

"I'm just … a friend of Peter's," She spoke awkwardly, "A friend who can tell something is wrong."

"It's nothing."

"Jiro, if we want to get out of this safely, then I need you in a good mindset," She argued, "I know it has something to do with Peter."

Kyoka clenched her arms tightly, "Everything has to do with Peter these days," She gritted her teeth, "We let him into our class and welcomed him with open arms, not even questioning it. We made him our friend, but he kept secrets from us. Now we're all supposed to tell everyone he's a criminal, and talk about how sorry we are that we knew him!"

"That's …" Kendo understood in a small way. She too was unsure of whether Peter could be trusted or not when they first met, accusing his vigilante activities as wrong and immoral. Being torn in two directions, its hard to pin down how you're suppose to feel, "I'm sorry you feel betrayed."

"No!" She exclaimed, "The problem is that I don't regret it!"

Kendo raised her brows and widened her eyes, "What?"

"Everyone is telling me how sorry they are that we knew Peter. They give me their condolences saying 'He was a villain all along! Thank god he never hurt you!' But I-" Kyoka stopped, taking a deep breath and crossing her arms while she leaned on the wall behind her, "I'm sorry …I'm usually so much more composed."

"Not everyone can bottle their feelings forever," She rested her shoulders, "I would know. I was skeptical of Peter too when we first met. I began to see his side, though, and realized he was a really good person."

"That's the worst part," She complained, "He is a good person, so naturally you wanna see the best in him. The problem is that he still broke the law, that makes him a vigilante, and to some people, a villain. Either way, he's a criminal, and everyone knows criminals are cold hearted and …and he's not," her facial muscles tightened, showing that she truthfully had no idea what to feel, "We're raised to believe all villains are nothing more that evil entities that heroes need to stop, so we think the same for those like Peter. Break one law, and you're a villain forever in the eyes of so many. I don't …I don't like it."

It came full circle back to this topic. The idea of the hero system, and how flawed it was. Peter always went on about it, about how flawed the system was for everyone involved. As it turned out, he wasn't the only one to see it that way. It took time for Kendo to understand it, so it was no surprise Kyoka was struggling with the idea as well.

"…I don't like it either," Kendo agreed, "People see a Pro hero and build them up as saints, even the ones that come off as aggressive like Endeavor. Super Heroes are the modern-day mythological figures like Zeus or Hades. Everyone needs to be categorized to make it easy to understand. Thing is …just because you've done something bad, that doesn't mean you're forever defined by those acts. Anyone can be redeemed, and no one is purely a villain."

"…Not even Carnage?"

That was a tougher subject, but one for discussion none the less, "I don't know his origin. I imagine though, that once upon a time he wasn't like this. Some people become so broken that all they can do is find ways to get rid of the pain. What we become isn't defined just by actions, but by our feelings toward them. Carnage doesn't seem like he feels remorse …maybe he did once upon a time, but he's been broken too far. Some people are just too far gone."

"Oh …right."

"But that doesn't mean people like Peter are the same. He doesn't like breaking the law, but he see's the good it can do, and decides that it's worth it. Our mistakes don't define us, even if everyone else uses them as an excuse to resent us."

Kyoka had resented Peter fully at first upon hearing of his crimes. When it became public and official, everything had fallen into place. However, it was different when that detective first arrested him after the sports festival. Everyone defended Peter even though he was going to be arrested. Does the public's view really sway how someone feels? Are people so controlled by the majority opinion that they'll shun anyone's name that ends up on the morning news? Has everyone given up on getting to know people, and allowed titles like Hero and Villain to take the place of their actual names?

Was the Hero system truly that flawed?

"…You make Peter sound so great," Kyoka said quietly, "If I was anything like him …"

"You would have blasted Carnage when he asked," Kendo finished, "Is that what you were going to say?"

For a moment, Kyoka was at a loss for words. She was being read like an open book and there wasn't much she could do. Sure, if she wanted to, she could hide her feelings and disconnect whenever she didn't want to talk. The problem was that she didn't want to hide what she was feeling. She wanted to talk about it, she wanted someone to tell her everything was ok.

It made her feel like a child.

"You were scared," Kendo reassured, "No one faults you for that. Carnage is a pretty scary guy; I don't blame you for freezing up."

"Peter didn't freeze."

"Because he's fought him before. I don't know how, but Peter found a way to use that fear as motivation, rather than let it cripple him," She placed a hand on her shoulder, "We're going to get through this, I promise."

In the other corner of the room, Jin chuckled at their conversation, "I can see Peter's chipper-ness rubbed off on you."

The two young girls looked to him, almost forgetting he was there by how quiet he had been all this time. Not much was known about him by the two, he was a mystery for sure. Kyoka had run into him by accident, she claimed. Him even being here was her own fault, and it was about time she made up for it.

Thanking Kendo for the pep talk, she strolled awkwardly over to Jin and sat down next to him, looking over his current state.

"Hey …Jin, was it?" Kyoka asked, "We never really introduced ourselves. My name is Kyoka Jiro."

"Jin Bubaigawara," He answered softly, still feeling his head recover. Going back and forth on the mask was draining, but it was the only way to retain a sense of stability and prevent himself from splitting.

"So …I wanted to say I was sorry for dragging you into this," She said, "It was wrong of me."

"You didn't drag me into anything, kid," He corrected her, "I didn't have to save you from that thing."

"So why did you?"

"Oh, you know, the little voice in my head wouldn't shut up. Kept telling me we should try making friends and that doing good things is the way to get some."

I was right though! Now was have three friends! You should listen to me more.

"In any case, thank you," She smiled, "That weapon of yours came in handy. But what was with the mask?"

"I don't want to talk about it."

She didn't really know how else to continue the conversation if he wasn't going to keep it going himself. At the same time, just getting up and leaving felt too awkward and rude for her. The two just sat in silence, wondering if they should say anything.

Don't friends tell friends what they're feeling? We should try opening up! Come ooooooon you'll feel a lot better about it!

At this point, he just wanted the voice to shut up.

"…fine," He grunted, "I have a quirk called double. I can make a clone of anyone and anything I touch."

"Is that why you called yourself 'Twice'?"

"Yeah, basically. I used to make my clones do all of my responsibilities. Things …didn't work out the way I wanted them to and it resulted in this," he pointed to the scar on his face, "Sometimes …I get all panicked and nearly split again, so I use the mask to make myself feel whole. It results in me acting like Twice."

"Acting like …" It suddenly hit her, "Do you have …dissociative identity disorder?"

"Something close to it, at least that's what the doctors tell me."

It was a strange subject to tackle, so much so that Kyoka didn't try and add anything to the conversation. This only made Jin feel worse about himself. People always judged him for his mental state rather than try to get to know him. Even those who aren't rude about it, like Kyoka, are still startled and are unsure if it would be safe to continue interacting with him. This is why he didn't want to make any friends, because no one would want to know him anyway.

…

Normally she wouldn't have come, as she expected the heroes of this district to handle things themselves. She never liked team up's or crossovers, feeling as though it made a hero seem weak, like they couldn't handle things on their own. This time was different; she was here for her own purpose. Dozens of civilians had reported being rescued by a masked vigilante with a spider logo on his chest. The description fit the guy who had managed to escape her a few days before. She hated to lose, especially to a kid, no matter how strong they may be. All he did was watch her off guard, that's all. She needed to make things right and be the one to catch him.

Miruko stood atop the tallest building she could find, looking down at the scene below. The monsters looked powerful, tempting her to go down and fight. If she did, though, it would take attention away from the local heroes, and they could use the spotlight. If she came in and rescued them, the people of Hosu would start believing they couldn't protect them. Maintaining that hope was important, that's why team up's upset her so much. There's no hope if only one of a group shows up to save the day, especially if it takes a group to get anything done.

"Where are you?" She asked aloud, not expecting anyone to actually answer her.

Suddenly, a loud screech could be heard in the distance, followed by the sound of tires skidding across pavement.

…

A tug of his web and he launched himself through the night sky of Hosu City. The chaos had yet to end, but it was no longer escalating uncontrollably. The Pro Heroes as well as many police and fire fighters had managed to keep things stable. When the night began, more fires were caused than put out, but now the ratio was just about even. Most of the population had either been hidden in the basements of their homes, shelters, or evacuated the city. The less people in the way until this was over, the better.

As if the Nomu and the fires weren't bad enough, now he had to worry about Carnage. He was one of his worst enemies back home, crazy right down to the bone. Cletus was bonded to a symbiote, an alien organism from another planet, and one of a set of monsters he's faced in the past. There was a time when even he was bonded to a symbiote much like his, but it only caused him agony. Even after ridding himself of it, it wasn't over. Not only did it find a new host, but it created a far more dangerous offspring, which came to be known as Carnage after bonding with Cletus, a serial killer at the time. Because he was so closely bonded to the symbiote, his spider-sense refuses to recognize them as a threat, so sensing them is impossible. Now he was here, carrying his kill list over to an entirely new world.

This was his responsibility, and he needed to deal with it himself.

That famous screech could he heard once again, coming from nearby. Carnage never did mind when others knew of the blood he was spilling, in fact he enjoyed the audience. The symbiotes were always ones to enhance existing attributes in their hosts, including negative feelings like rage and insanity. Peter wasted no time firing off a web and changing directions to swing toward the sound.

A car was driving down the road, swerving left and right uncontrollably. The driver nor the passengers could see the road in front of them, only the blood colored monster standing on the front hood, laughing maniacally. The mother driving did her best to steer while the father and their son remained tormented in the passenger seats.

Carnage cheered like a child in a roller coaster, "This is so fun! When you crash, make sure to go head first! I want to see your brains splatter against the pavement! The look on your family's face will be priceless!"

Spider-Man quickly swung down and grabbed Carnage at the lowest point of his swing, throwing him off the car and watching him crash into the sidewalk, rolling over and remaining there unmoving. The car was far too out of control to stop now. Spider-Man quickly shot his webs at the back and planted his feet on the ground, pulling tightly so the vehicle would come to a gradual stop having stretched the webbing. It took a moment for the mother to finally realize the danger had passed, and she took her foot off the gas.

"Drive safely, ya crazy kids!" Spider-Man shouted, releasing the webs. Finally calm from the experience, the woman was able to drive her car down the road and away from the monster.

Carnage had only just begun to get up, having broke a few bones upon landing. This was no problem, not for the symbiote which had already nearly finished healing Cletus's mortal wounds, repairing the bones back to their original states, if not stronger than before.

"I was having fun!" Carnage shouted at the wall crawler, "You ruined my fun again! Why can you not just leave me alone?! It's no fun when you're here! I hate you!"

"Hey, don't look at me, it's the costume!" Spidey argued, "I may not have the best reputation but I'd like to uphold it!"

"Then let me peel it off your corpse!"

"But I have to be dead for that- Ooh I get it now."

Carnage rushed at him with his claws extended, slashing uncontrollably. Spidery did his best to dodge, but the claws extended suddenly and slashed across the flesh of his chest, creating three new wounds that also ruined his costume. It didn't matter; he was so pumped up with adrenaline that he barely felt it. Just seeing Carnage sent the adrenaline spiking through his veins every time.

Carnage brought his claws down, but Spider-Man blocked it at the wrist. Using his momentum, he grabbed Carnage's wrist and tossed him over his shoulder. Instead of being thrown across the street, however, Carnage stretched his legs and quickly rooted them into the street for an easy landing before slicing away with his other set of claws. Spidey managed to jump away just in time before the attack could reach, but Carnage just jumped after him He swatted at him, and Spidey dodged over and over.

The red monster was behaving more and more like a child every second. The longer Cletus remained in that form, the more deranged that he became. Any sliver of sense he may have had being human withered away when he became this creature, and he liked it. He liked being free of logic and sense and disconnect from the consequences of reality. Some people are so broken, they'll do anything to be rid of that pain, even become monsters.

"Where's the ear girl?!" Carnage demanded, "I wanna play with her instead, she's so much more fun!"

"Sorry!" Spidey jumped over Carnage, landing on the other side of the street, "But her father doesn't want you seeing her anymore! You're just a bad influence, man!"

A roar of anger launched the red monster toward the hero. As he reached him, Spider-Man leapt over and kicked his back. Carnage went soaring into the glass window of a music store, crashing into the area behind the front desk.

As he was getting up, Spider-Man leapt over him and into the store, rushing to the back and quickly shutting off the lights. Carnage didn't have a spider-sense, not in the same sense, but he knew he was in there with him, probably wanting to reduce their fighting arena size like the clever little spider he was.

The monster stood up straight, walking further into the store and looking around through the many instruments and books related to music. It was a little hard to see because of the lights being out, but Carnage's vision was superior to that of a normal human, so it wasn't that much of an issue. What was an issue was that he couldn't find the spider anywhere. Even though he doesn't have a spider-sense, he can still see from any angle on his body thanks to the flexibility of the symbiote. The second he tries to make a move, Carnage will know.

That was on the assumption he could see him.

In the corner of the store, Spider-Man, his stealth mode activated, plugged cords into a set of speakers. He turned the volume and pitch up as high as he could, and grabbed the guitar they were connected to and put it around his neck.

"Kasady!" He shouted, turning his stealth mode off, "You like rock and roll?!"

He hissed at the spider, instinctively running at him without realizing what he was standing in front of.

"Let me tell you," He raised his hand, guitar pick in hand, "It's some really killer stuff!"

A single strum of the strings, and the speakers blasted the sound loudly and at a high frequency, shaking the shelves and instruments hanging from the walls. The sound stopped Carnage in his tracks and his symbiote began to loosen from his body, pieces peeling off like hangnails. Though it hurt his ears, Spidey strum again, this time harder than before. Carnage backed away with his hands on his head, trying to block out the pain that he was feeling.

Another strum, nearly making Peter's ears bleed at that point. And Carnage fell to his knees. This was the moment he needed. Spidey rushed forward with his guitar and slammed it over Carnages head, creating feedback that sent him into an agonizing rage. The pain he was feeling was unbearable, like superheated metal being carved into your body, then pouring salt into the wounds. The only difference was that it was all over his body, and three times as painful.

"Not a music lover, then?" Spidey asked, "Acquired taste, I guess."

Carnage squealed in agony, holding his body as though it was going to completely come apart. He needed to regenerate his wounded body, and he needed to do it now. In the state he's in, the symbiote could come right off his body if he wasn't careful. The tension created by the soundwaves loosened its grip on his body, creating a divide between Carnage and Kasady.

"Ok, Cletus," Spider-Man said, "Let's wrap this up-"

"Gotcha!"

A new voice suddenly entered the battlefield as a figure tackled him at high speeds. Spider-Man was pinned to the backwall of the store, a metal foot pressed against his chest. The foot was shaped like a rabbit's, immediately telling him who had shown up. Standing in front of him with one leg raised to his body was the pro Hero Miruko. She had a devilish grin on her face, as though she had just won a prize at a carnival knowing the game was rigged.

"I thought the reports were true!" She exclaimed, "Got a whole bunch of calls saying that Spider-Man was in Hosu! I'm fast on my feet so I came a soon as possible to finally even the score with you!"

"Miruko-!" Spider-Man's eyes were on Carnage, who was just beginning to get up.

"I told them I didn't need any help with this! You're going behind bars for a long time, kid!"

"Miruko-!"

"You have the right to remain silent, asshole!"

Spider-Man shoved her leg to the side and grabbed her by the shoulders. At first, she thought he was going in for an attack. Instead he gripped her tight and took a dive to the right, both of them landing on their sides. Just as they landed, Carnages arm had stretched and pierced the wall where they were standing. Before pulling back into his body, the arm formed a blade and sliced directly through the speakers. They won't be able to pull that trick again anytime soon.

Carnage laughed maniacally, "Thanks for that, pretty woman! Gave me just enough time!"

"Dammit!" Spidey cursed her, "I had him where I wanted him!"

"I was trying to-" She began to argue.

"You want a villain to capture?!" He stood up, "Help me stop him!"

Carnage laughed again, "Now I have two vessels of blood to spill! Lots of wonderful blood to paint this town red! I'll carve out your hearts and use them as paint brushes to splatter my name on every building, every street so everyone knows my name!"

"…Well damn," Miruko stood, "That's a classic psychopath right there."

"You think?!" Spider-Man exclaimed, "You gonna help fight him, or what?!"

Though Spider-Man was her actual target, it was clear by appearance and vibe alone that this red monster was a bigger threat as of the moment. To not fight him would only be foolish of her as a hero. Teaming up with the kid wasn't something she liked, though, she hated teams. "As if! Just stay out of my way while I deal with it!"

Miruko charged forward, launching a roundhouse kick with all the power in her right leg. Spidey tried to protest, but she had already moved before he could do anything to stop her. Her right leg swung at Carnage with high speed and power, smacking him directly in the head. The impact sent him crashing through the wall and into the alleyway outside, hitting the brick wall of the other building. Miruko held her position for a moment before elegantly putting her leg down.

"There, finished," She brushed dust off her shoulders, "Now, where were we-?"

Carnage's fist came stretching through the hole in the wall and smacked Miruko across the jaw. The strength of the attack was surprising, even knocking her into the shelves and pushing them over. As she got up, she was only met with another strike from the monster, performed in the same way she had attacked him, that sent her flying out through the previously broken window and onto the street.

"You may be pretty, but you are certainly no fun!" Carnage complained, "No fun at all!"

His hand stretched down, forming an axe shape that hung at his side.

"Maybe I'll take that pretty little head of yours right of your shoulders!"

As he took a step out of the store, Spider-Man jumped at him with another guitar and smashed it over his head, knocking him to his knees and standing between him and Miruko. The Pro in question had just managed to get to her feet, still feeling the bruises she had been dealt.

"He's no joke, Miruko!" Spider-Man exclaimed, keeping his eyes on Carnage, "He's dangerous and insane! If you aren't careful, he will kill you without remorse! This is all a game to him, so you have to take this seriously!"

She grunted from the pain, but stood strong anyway, "I've fought psychos before!"

"Not this one!"

Carnage tilted his head to the side as he stood up straight, the axe still formed on his right hand, "The two of you standing there …you look just like mommy and daddy," he held his free hand to his head, "Mommy and daddy …poor mommy, she was pretty too …too pretty, it annoyed me…" he growled, "Just like you are!"

He rushed forward in bloody rage, getting ready to swing his axe. Spidey could have jumped away from the attack easily, but he knew that if he did, Miruko would be open to the grip of death. Instead, he allowed himself to be Carnage's target as he swung the axe down. He was fast, but Spidey was just fast enough to dodge the axe, though it scraped his back just enough to show. With the monster wide open, Spidey through a round house kick to his body and pushed him away, though he only came rushing back with the axe.

Miruko launched forward and kicked him with both feet, sending him flying at high speeds back into the music shop and crashing into the room out back. Part of the roof collapsed on top of him, covering him in varies debris.

"…Is it over?" Miruko asked.

As if to answer her, Carnage came launching out of the roof and high into the air, using his own artificial webs to zip toward them. He shot a web at Miruko, which she jumped back to dodge, Spidey jumped into the air to meet him halfway, but Carnage's momentum was far greater and he tackled him to the street.

"Where is the girl?!" He shouted, "Ear girl! Where is she?! I wanna play with her! I wanna! I wanna! I wanna!"

Carnage grabbed him by the neck, gripping as tightly as he could. Unable to escape, the symbiote suddenly started to expand upon the hero. It grew and slithered up Spider-Mans neck and stuck itself to his temples. A tingling sensation similar to his spider-sense starting raging through his head, causing a headache unlike anything he had ever felt before. His vision began to cloud as his conscious was thrown into the back of his head.

Peter could see himself in a dark room, possibly shaped like a dome. The sky above the dome was red and raining with blood. He had only ever seen a place like this when the original symbiote would take full control. This was the center of Carnage's psych.

"Welcome to my world, Spider!" Carnage's voice echoed all around him, "Let's see what we can dig up!"

Across the walls of the dome, images began forming and playing like a movie. They were specifically of this night, and everything that happened upon arriving on the train. He knew what was going on now, Carnage was using the symbiote's power to link himself into his mind!

"I see them," Carnage said, "We have forged a link, I can see your memories Parker!" Carnage released his grip as the two were pulled back into reality, and slammed Spidey's head into the ground, "There she is!" he exclaimed, stepping off of him and jumping high into the air. He used his synthetic webs to swing away from the scene of the destroyed shop.

"Crap!" Spider-Man jumped to his feet holding his head, "The symbiote linked with my mind! He knows where they are!"

"Where what are?" Miruko asked.

"He's gonna kill them!" Spider-Man ignored Miruko's question and leapt into the air, swinging after the red monster. She was having none of it as she super jumped after them, doing her best to keep up with the chase.

He let his guard down for a second too long, Peter thought to himself. The symbiote links itself to the mind of its host and can see all their experiences, so of course it could do the same to others! Forcing a link with him allowed Carnage to see his recent memories and discover where he hid his allies. All he wanted was to kill Kyoka, finding her to be much more 'fun' to play with. He should have been more careful and seen Miruko coming, he could have had him beaten by now. Peter was finally going to win a fight and it blew up right in his face because he got too cocky. He shouldn't have messed around, and now others were going to pay for it.

The construction site came into view, just a block away, or two strong swings. Carnage was closer than he was, but his swinging pattern was erratic. He was too excited to play with his favorite toy that his swinging speed had slowed down. Using the chance that he had, Spider-Man shot a web and pulled on it tightly, curling his knees close to his chest for maximum momentum and less wind resistance. The result was a powerful swing that sent him soaring toward his target. Tackling the monster out of the air, they crashed through the roof of the building, then through the next floor.

The pair ended up on the same level as Kendo, Kyoka, and Jin, who hadn't expected them to arrive in such an intense fashion. Jin had jumped to his feet with Kyoka and grouped up with Kendo, recognizing her as the designated Pro beyond Spider-Man, who was currently preoccupied.

"Peter!" Kendo shouted, resisting the urge to enlarge her fists in front of Kyoka.

"Get out of here!" Spider-Man shouted, wrestling with Carnage and doing his best to keep him down as he struggled like a rabid dog.

Seeing Carnage again, Kyoka completely froze. All she could think about was the man she had discovered to be mauled by this horrible monster, and it made her sick. The image of him ripping out her ears like he had threatened scared her more. Her ears were a huge part of who she was, and a main component to her quirk. Because of this, she never actually considered how easily they could be removed by a maniac like him.

Miruko crashed through the roof as well, seeing the two combatants going at it. Her quirk was best used for one on one fighting, so it would be hard to get a hit on the monster with Peter in the way.

"Kyoka!" Spider-Man called out, "Blast him! He's weakened by sound waves!"

Kyoka still looked terrified, trying her hardest to compose herself but finding it difficult in the presence of that monster.

"Jiro! Please!"

Carnage grabbed Peter by the shoulders and flipped him onto his back, pinning him down with his knees. His right arm formed a machete, and he had readied himself to slice down and cut the little spider right down the middle.
"Mommy always said to cut up your food! She also said not to play with it, I never liked that rule!" He laughed hysterically.

Kyoka wanted to move and do something, but the added presence of Miruko caught her in a net. She was a Pro hero, one of the best in fact. If she were to see Kyoka try and attack the creature without first being under attack herself, she would likely brand Jiro as a vigilante like Peter. All the work she had done to become a hero would be immediately undone because one person saw her act, her desire to help, as a sin across the hero community. Acting against a villain using your quirk was forbidden by law, nothing could change that.

Nothing would change their minds.

Carnage brought down his arm to cut him, but Spidey caught the blade with his hand. He held on as tightly as he could despite Carnage's struggle, slicing the flesh of his hand with every movement. Blood had begun to spill and fall onto his chest, staining his signature spider logo.

"Yes! Blood, glorious blood!" Carnage shouted.

Miruko leapt forward with a powerful pounce and kicked Carnage off of the young hero, watching him crash through a support pillar. Spider-Man grabbed his now freed hand in agony, feeling the many cuts he had sported from catching the monster's makeshift blade. He tried webbing it up to prevent any more blood from escaping, but that didn't stop the pain one bit.

Carnage leapt right through the cloud of dust and tackled Miruko to the ground, his knees pinned her legs down first, then he used his arms to keep her hands down.

"You have a pretty face!" He laughed, "Want a kiss?!"

Rather than a show of affection, Carnage opened his mouth wide as his teeth sharpened. He was ready to bite straight down until she used the strength in her legs to kick him off. He was sent flying into another pillar, collapsing it over his head.

"That all you got, you bastard?!" She shouted.

"No! No! No!" He complained, "You're ruining everything! This is no fair! No fun! Go away! Go away!"

Both his arms extended into massive axes, and he swung them outwards as they stretched far enough to reach the entire proximity of the room in front of him. Everyone instinctively ducked from his attack. Instead of them being hit, Carnage's assault sliced through the pillars sitting on that side of the room. They each came apart and crumbled, making the overall structure lopsided. Debris began falling from the ceiling as there was no longer enough strength to hold up the complex. The roof above them began collapsing, pieces shattering upon impact with the ground.

"Everyone, get out of here!" Spider-Man shouted.

Upon seeing what was happening, Miruko eyed the three civilians to her right and leapt to them as quickly as she could. She was able to grab the two young girls with one arm, and the older man in her other arm. "Hold on!" she shouted as she prepared to make a jump skyward.

"Wait!" Kendo protested, trying to wiggle herself free, "Peter!"

The red monster saw them trying to make their escape, and he was having none of it, "No! I want to play with ear girl! You won't take her from me!"

Kyoka shut her eyes when Carnage had begun to sprint toward them, claws and teeth extended. Just before he could reach them, Spider-Man shot out two webs that stuck to his back and struggled to keep him still.

"No!" Kendo shouted as Miruko used the chance to leap through the roof and into the sky above, carrying all three in her arms.

Flying through the air, she looked back at the building she jumped from. That Spider-Man, the one she came here to arrest, is putting his life at risk to keep the monster from chasing them. He gave her a chance to bring the civilians to safety. Even though he was supposed to be a criminal, he understood that other people's lives come first before his own. Suddenly, there was a feeling of guilt in her, leaving him there all alone with that thing while she saved the day. It reminded her of a time when she chose a talk show over aiding one of her close friends in battle. That same guilt rushed through her veins as though her blood had been set on fire.

Inside, when he thought that Miruko must have been far enough with them by now, he pulled on the web and brought him to the ground. This only made Carnage angrier, now targeting his rage at the spider.

"You ruined playtime!" he cried, "You ruined it! Ruined!"

The monster charged at him with his claws extended and began slashing at the wall crawler. He didn't bother to fight back, opting to dodge as much as he could until he could find and opening to escape. When Carnage came for a side slash, Spider-Man ducked down to avoid it. He then leapt over and tried to kick off his back, but the monster grabbed him by the ankle and slammed him back into the ground, grabbing him by the neck in an attempt to choke him out.

"I'll squeeze your head right off your body!"

Spider-Man choked, "You must have been banned from having dolls as a kid, huh?!"

A piece of the ceiling fell and hit Carnage in the head, briefly freeing his grip on the hero. Spidey saw the chance and kicked Carnage off, jumping back up and expecting the fight to continue. Dust had clouded his vision and prevented him from seeing anything in front of his face. All Peter could hear were the sounds of rocks breaking, metal scratching against other surfaces, and the screeches of Carnage himself. Below their feet, the ground bursts open and the pipes underneath give way, spraying water all over the pair to create a false sense of rain. The water was ice cold, not that it mattered much to Carnage, who felt close to nothing beyond soundwaves.

The combatants rushed at each other, grading blows one after the other as their bodies were covered in water and now wet cement. With the close proximity and collapsing building, a quick escape wouldn't be possible without incapacitating Carnage first. He would block one of the monster's attacks, only to either dodge the next or be struck by his claws and whatever weapons he would form. The monster created an axe, sword, hammer, and whatever else he could think of to attack the hero. All Spider-Man had to use were his webs and his fists.

As another of Carnage's attacks came down, Spider-Man webbed his wrist to the ground and trapped him in that position, he slashed with his other arm and Spidey repeated the same act, pinning both of his upper limbs to the ground before them. Finally, with a moment of peace, he used his webbing to stabilize what remained of the pillars, and any other unstable structure he could find. Though his friends were clear, there was still no telling how much damage would be done if this thing fell.

The shaking continued, but it slowed to a minimum with the introduction of his webs, and Carnage was pinned for the moment.

"You think I won't escape and kill her?!" Carnage shouted, "You think you can kill me?! Huh, Parker?!"

"Is this all just a game to you, Kasady?!" Spider-Man shouted back, "The lives of others are nothing more than points on a score board?!"

"The human life is insignificant! They complain and they wither and they die! I'm just speeding things up! That's all!"

The hero could only stand there, catching his breath. Of course this was how he saw the world, as nothing more than a playground. As a child, Cletus had parents who cared for him. Maybe they weren't perfect, but they were still there none the less. Despite having the luxury of parents, Cletus chose to end them both. He tried to kill his mother, and failed, so she tried to kill him instead, but his father defended him and killed her. When he went on trial, Cletus spoke against him and got his father the chair. He took the love in his life and threw it away like it was nothing.

"You had a family," Spider-Man stated, "You had a life! Loving parents! You just threw it all away! Any of us would do anything to get back the ones who loved us!"

"Oh …even you?" Carnage cocked his head, "Did the itzy bitzy spider lose someone? So sad," he stood straight, "Let me reunite you!"

Spikes grew from his arms and split the webs, freeing his hands. They quickly formed into a pair of axes that he swung out in both directions, stretching as far as he could go. Spider-man ducked, but his arms still sliced through the remaining pillars and the webbing he used to stabilize the building. All the supports had fallen now, and there was nothing left keeping the building afloat. The roof started coming down fast as the ground beneath their feet crumbled. Spider-Man held his hands out to catch the debris, but as it landed on him, the ground below fell apart and threw them both under, falling into the cavern below.

From the outside, Miruko stood atop a building far away, ensuring the civilians she rescued were in good condition. Suddenly from behind them, they could see the building come down hard on the construction site and send dust flying into the air. The sound of crumbling debris seemed to never stop. Kyoka had no words and could only hold a hand up to her mouth in shock. Jin wasn't sure quite how to react, not knowing Peter as well as his allies.

Kendo, however, wasn't as quiet.

"We gotta get back down there!" She exclaimed, trying to go to the nearest fire escape, but Miruko quickly grabbed her by the arm.

"Kid, it isn't safe! That monster could still be alive!" She argued.

"Peter wasn't trying to kill him! He was trying to stop him, and you should have too!"

"Hey! I saved your life!"

"And left him to die!" Kendo spat at her, "Some hero you are!"

"It's not my fault he needed help! A hero's job is to be strong, and not give in to the temptation of others aid. How can he expect to protect others if he always needs help doing it?! Who's gonna protect him?!"

Normally, Kendo had the highest of respect for anyone worthy of the title 'Pro Hero'. Right now, though, it took everything in her power not to enlarge her hand and slap Miruko straight across the cheek. No, this wasn't the time to let her emotions get the best of her, not when Peter needed her. Ripping her arm away, Kendo jumped to the fire escape and slid down the ladders as quickly as she could.

"God dammit!" Miruko cursed, then turned to Jin and Kyoka, "You two need to get out of here as quickly as possible! Stay somewhere safe until this all blows over!" she then jumped down off the edge and used her metal feet to land safely on the ground. Kendo had already gotten to ground level and began sprinting toward the wreckage, and Miruko jumped after her.

"…I did this," Kyoka said quietly, seeming to become trapped in her own head, "Peter …he wanted to save us …I could have helped him and I was too scared …" She put her hands on her shoulders, squeezing them tightly in an attempt to offset her guilt, "I'm training to be a hero! I'm not supposed to get scared!"

She was beginning to snap, her thoughts seeming to tear her right down the middle. She knows she could have helped Peter fight Carnage, but he had terrified her. Is this what all villains were really like? So sadistic and horrible? They couldn't have been, Peter was seen as a criminal and he was nothing like them. He stayed behind for them, and now he may have been seriously hurt.

And it was all her fault.

"... You should go, Jin," she spoke without looking at him, her voice shaking, "Thank you for your help, now just ...go while you can."

"...Fine," he spoke plainly, walking to the fire escape anr making his way to ground level. As he walked away, a piece of him regretted it. Perhaps he should have stayed behind to make sure she would be ok. Then again, would she even want him to? When she realized the case of his current condition, she shut down into silence just like everyone else did. He just wanted to try and make one friend tonight, but it didn't pan out. Jin needed to find people who understood and accepted him for who he is, who he really is.

…

Peter awoke with a gasp and immediately jumped to his feet, making his classic finger gesture at the nearest thing in his field of vision. His heart was pumping too fast, so much so that he could feel it in his chest. He was still gasping too, finding it somewhat difficult to breath normally. It was only after a few seconds that he realized something was off. The first hint was that nothing came out of his web shooters, when he knows he restocked them before finding Carnage. The second hint was that he wasn't under rubble, but instead crouched in the middle of a street during the dead of night.

And the third hint was that he wasn't wearing his costume.

In fact, he was wearing some of his older attire. He was wearing a black vest with a nice shirt tucked underneath, and a pair of tan colored pants. What threw him off further was that he was wearing his glasses, something he hasn't actually needed since getting his spider powers. When he tried taking them off, they seemed to have been stuck to his face. Nothing was keeping them there; they were fixed into place and wouldn't move no matter how much he tried.

Looking around, he found himself to be at a street in queens, by the old comic shop he used to visit. The area seemed familiar beyond just the shop, in fact, he could just feel it. This had to be New York, the one from back home. No one was around. Shops and window lights were on, but no one was home, no one was working. The entire street was barren of anyone but himself.

A gunshot fired off in an alleyway behind him, what was strange is that his spider sense didn't warn him. He had no time to wonder why, he just rushed over to the scene to see what had happened.

But there was nothing.

In the alley was nothing, just trash and shadows cast by the city. The only light that made its way in came from the street lamps. Peter began walking in, staying on guard for whatever may try to surprise him. Eventually, his foot stepped into a puddle. It wasn't just a puddle of water, though, there was some color to it. Tainting part of the water was the color red, and from here it smelled of metal.

It was blood.

That's when he recognized where he was. The dip in the ground that allowed a puddle to be formed, just outside the comic shop his uncle would shop at to pick up Peter's comics. Blood that stained the puddle every so slightly to hint at what transpired. A street lamp that just barely lit the way toward a poor man's fate.

This was where he died.

"You ok there, sport?"

Peter froze while staring at the puddle, feeling something seem to grip the inside of his throat. It wasn't an outside danger, merely the result of his own emotions taking hold. Slowly he turned around to see where the voice had come from, the voice he would recognize anywhere. Behind him stood an older man, dressed in a coat and work pants. His hair was a pure white, a ring on his finger as a promise to another Peter knew well. It took him a moment to finally release the grip on his throat and speak out to the man, calling him the same way he had done a thousand times before.

"…Uncle Ben?"