Chapter 12: Paint the Town Crimson

A/N: I'd like to thank Spidertrekfan616, for without which this chapter would never come about. Now, I'm going to warn everyone before hand: this chapter does have an OC, but it's not of my creation. The Crimson Spider belongs to Spidertrekfan616. Think of this like the Venom vs Carnage miniseries a few years ago. Minus the Carnage. And the Venom. Just take that and rename it Toxin vs Spider-Man! But other than that, it's pretty much the same!

Spider-Man swung through the city, Anti-Venom right next to him. "So how're you adapting to your new threads?" Spider-Man asked.

"Pretty well, actually. The healing and shape shifting took a while to get used to, but other than that these are just like Spider Powers." Anti-Venom said. "So how's the thesis coming along?"

"Not very well." Spider-Man said. "No matter what I try, I can't think of anything good. Maybe I'll swing by the Future Foundation. Time there always gets my creative juices going. So why'd you call me?" Spider-Man asked as they swung towards the harbor.

"A buddy of mine in Narcotics told me that there's a shipment of drugs coming in today. I figured that I could use some help in case the drug runners have superhuman back up." Anti-Venom said as they landed. "Any pointers?"

"Ah, the good old fashioned drug shipment. That takes me back." Spider-Man said. "I find it easier to hide behind a crane or shipping container, like that one over there." Spider-Man pointed to a crane, and the heroes, veteran and rookie alike, web zipped on top of it. "So what time did your friend say that these lowlife would show up?"

"Any minute now." Anti-Venom whispered, and before long a black SUV pulled up. "See? What'd I tell you?"

"Don't rub it in just because you've got police contacts and I don't." Spider-Man said, when an Inner Demon came out of the car. "Oh s**t."

"What? You recognize that costume?" Anti-Venom asked, and looked closely at the man. "Holy crap. That's one of Mr. Negative's Inner Demons!" At that moment, Spider-Man's spider sense went off.

"Very astute, miss." The voice of Mr. Negative said behind them, and they turned to see the crime lord himself. "Spider-Man, a pleasure to see you. And I see you have a new sidekick."

"Lemme guess: you figured that I had a police contact, so you fed a tip to the police on the off chance I would jump at it." Spider-Man said.

"You're smarter than I thought insect. Just not smart enough." Mr. Negative said as he grabbed the crane, his corruptive touch causing rust to spread out. Spider-Man and Anti-Venom leapt off right before it collapsed, landing in front of about a dozen Inner Demons.

"Well poop." Spider-Man said. Two Demons charged at him, and he used his forearms to block the swords before kicking them away. Anti-Venom turned her arms into swords before blocking two katanas, and spiked tendrils shot out and knocked three Inner Demons off their feet.

"You humiliated me, Spider. Took away my income…my empire…and now I shall make you pay!" Mr. Negative said, and charged at Spider-Man, only for Anti-Venom to throw an Inner Demon at him.

"So if you have a corruptive touch, how do you eat? I can't imagine it being easy to eat corrupted food." She said.

"Infidels! You shall pay for striking Mr. Negative!" An Inner Demon said.

"Then come and collect." A voice said, and into the area walked Eddie Brock.

"Eddie? Eddie Brock? Where have you been?" Spider-Man asked.

"Not important, Spider. What is important is that I'm right here." Brock said.

"Ah, Mr. Brock. I can never forget your role in my humiliation." Mr. Negative. "Honor to the first man to bring me his head!" An Inner Demon ran at Brock, and raised his sword over his head…

Only for Eddie to grab him by the throat. "You think I'm weak now that I'm not Anti-Venom, right? You have no idea how wrong you are." As Eddie spoke, his clothing became red tendrils. "I'm not called by that name anymore. Now I go by a different name-" as a mask similar to his Venom one covered his face, Eddie ripped the Inner Demon in half. "-TOXIN!"

"Kill him!" Mr. Negative said, and the Inner Demons rushed Toxin, only for two of their number to be cut down by razor sharp tendrils. Toxin took a bite out of another, before ripping another arm off and beating him to death with it.

'Dear god.' Spider-Man thought. 'Brock's always been brutal, but this is a new level, even for him.'

"Should we…do something?" Anti-Venom asked, as Toxin finished off the last Inner Demon.

"Mr. Negative…your sins are unforgivable. You performed miracles…gave hope to countless people…gave us a purpose…but it was all a lie." Toxin said. "Your face has haunted our dreams for months…taunting us…mocking our goals. Well no longer!"

"Mr. Brock, I take no pleasure in revenge, but in your case, however, I am willing to make an exception!" Mr. Negative said, and he and Toxin ran at each other, only for webbing to wrap around both of them.

"Yeah, no." Spider-Man said, he and Anti-Venom using their webbing to restrain the two.

"Nothing shall stop us. Nothing!" Toxin said, before ripping free of Spider-Man's webbing and running at Mr. Negative. Anti-Venom shot out a tendril and hit Toxin in the chest, and both Brock and his symbiote screamed in pain.

"That's ten murders already, Brock. You don't want to add an eleventh to that." She said.

"Ah, so that's what's wrong." Brock said to the Toxin symbiote. "Why didn't you tell me? Don't worry, we won't do it here." Broc said, before opening a nearby manhole and jumping in it.

"Let him go. I'll find him later." Spider-Man said, and turned to Mr. Negative. "I have a feeling your boss will be very happy with this one."

Later that Day, Brooklyn

A man in his early twenties with brown hair sat alone in his apartment. "Man, what a day." Doemnic Oranzi, Midtown High's resident dishwasher, said as he turned on his TV.

"In other news, authorities were stunned when Mr. Negative, once known as philanthropist Martin Li, was arrested by Superhuman Crime Unit Detective Carlie Cooper. Several members of his gang, known as the Inner Demons, were found with bite marks, slash wounds, and one even looked like he was ripped in half! Security cameras at the scene showed a man, who has now been identified as Eddie Brock, former Venom and, more recently, Anti-Venom, using a strange orange symbiote to maul the gang, being stopped only by Spider-Man and the new Anti-Venom, one of New York's newest superheroes." The news reports said.

'Sheesh, when I moved here from Philadelphia last year, I didn't expect all sorts of costumed crazies to constantly tear up the town.' Doemnic thought. 'Lets see, in the last year, there's been a spider plague, a super-villain took over the city's mechanics, and then there was that same supervillain trying to try the world. Look at me now, ma!' Doemnic sighed as he went to open a window, before he heard a rustling in the shadows outside. "I swear if this is another cat…" he said as he grabbed a flashlight, and exited his apartment, shining the light all over the area, until he saw Toxin nursing his arm. "Holy-!"

"Dammit…not now…herrragh!" Toxin yelled, exploding in a mass of tendrils. Some covered Doemnic, before they all went back to surround Eddie. "Hn…sorry I forced this burden on you. You now bear the one thousand and first symbiote." Brock said. "I'd kill it right now, but I'm too weak. But worry, I'll be back soon." With that, Brock limped off into the shadows, leaving a confused Doemnic.

"What. The. F**k?!" He asked out loud, not noticing as a small red tendril hid itself inside his neck.

One week later, Midtown High

Doemnic sighed as he washed the dishes, a task he had done faithfully every week day for the past year. 'It's been a week since that Toxin guy exploded all over me. The police weren't very fortunate in tracking him down, but that's not my problem. What IS my problem are these weird feelings I've been getting since.' Doemnic thought. 'I've been hearing a voice in my head, and I've felt…stronger…the past week.' He thought. 'What was it Brock said? That I had the 1001st symbiote…just what the hell does that mean?'

'It means you're my host.' A voice that sounded like it had a Scottish accent said in his head.

"What the hell? Who said that?" Doemnic asked out loud.

'That was me. My name is…I don't have a name, actually.' The voice said. 'Oh well, that doesn't matter. What does matter is that you and me are bonded.'

"What ARE you?" Doemnic asked out loud.

'I am a symbiote. Are you familiar with Venom and Carnage?' The voice said. 'They are my great-grandfather and grandfather, respectively. Toxin, who I believe you've already met, is my father.'

"Brock…he said he'd be back to kill it. Does that mean you?" Doemnic asked.

'Yes, I'm afraid his host has less than positive feelings about my kind.' The voice said. 'He believes that we are all a blight on your God's world. I wish to show him otherwise. Will you help me?'

"Anything to get me ready for that Brock nutjob." Doemnic said. With that, a red substance began covering Doemnic, and when it was done, he was clad in a completely red costume that enclosed his whole body, on his chest was a gray spider emblem, and his head only had two gray eyeholes.

'Well? What do you think?' The symbiote said, and Doemnic grinned. He always had dreamed of being a superhero.

"I think the world had better watch out: here comes the Crimson Spider!"

One Month Later, Spider-Island II

"-Maggia enforcer Pierre LaFleur was left outside of a police station today, wrapped in what appeared to be some sort of red webbing." A news report Peter was listening to said. "This is the twelfth career criminal that a new Spider-Man-like vigilante, who, through notes left for the police, identifies himself as the 'Crimson Spider', has left in a similar manner."

'So, this Crimson Spider seems to be doing alright…for now.' Peter thought. 'He's still a rookie, and rookies make mistakes. But what I'm curious about are the sources of his powers. In this world, you only get spider powers from radioactive spiders, being my clone, or an alien symbiote. Better check up on the third option.' Peter thought, and typed a few buttons, causing images of various symbiotes to appear around him. 'Venom: Unknown. Rumors place him in Philadelphia; Carnage: Hm. There was a breakout at Thunderbolts mountain a few months ago, and SHIELD says the symbiote was destroyed. Gonna have to check in with Maria about that; Hybrid: split up into four others; Scorn: still with the Army and their little symbiote unit; Riot, Lasher, Phage, and Agony: all in Mercury Team; Scream: they found Donna Diego in Harlem with a knife driven through her skull; Anti-Venom: probably working a case right now; Toxin: somewhere in the city. Though I wonder what happened to Mulligan.' Peter thought as he read status reports on the alien creatures. 'Could Toxin have given birth? If so, then that means there's another symbiote in New York. Meaning it's only a matter of time before the new family collides headfirst.'

Brooklyn, St. Mary's Church Soup Kitchen

Eddie Brock graciously took the soup bowl, and carefully sipped the hot broth. "Thank you." He said as he went to sit at a nearby bench.

'My offspring is out there, Brock.' Toxin said in his head. 'You know how it is. Each symbiote spawned is stronger than the parent, and the longer we wait the more dangerous it becomes.'

'You saying that because you want to help me kill it, or because of that little fatherly drive you picked up from Mulligan?' Brock thought at his 'partner.' 'We're still weak from the spawning, and you're still recovering from that shiner we got from the new Anti-Venom.'

'I'm fine, Brock. I'm not Venom. I can take a little beating, so whenever you want, we can go after this 'Crimson Spider.'' Toxin said. 'We've been on the streets he last month, so why-? Oh you cannot be f**king serious. Really, Edward?'

'What're you talking about, Toxin?' Brock thought, as he took a spoonful of soup.

'Don't lie to me, Eddie. I've seen your memories, and I know how you think. You're looking for that girl you rescued, aren't you?' Toxin said, and Brock stopped moving his spoon. Back when he was Anti-Venom, Eddie had cleansed the drug addiction of a girl named Jenna, and eventually she became his helper, assisting him in purging drug dealers from the streets of New York. She was kidnapped by a Spanish drug cartel, so Eddie had to team up with the Punisher in order to get her back. After he rescued her and returned to New York, he had left her in the capable hands of a priest he knew from before he was Anti-Venom. He hadn't heard from her since before Spider Island, but before he could look for her, Crime Master turned him into Toxin, leaving him preoccupied.

'What if I am? Remember, I'm the driver of this bus, you're only a passenger.' Brock mentally said. 'Besides, first things first. I'm not going after your spawn until Mr. Negative is lying dead at my feet.'

'That may come sooner that later.' Toxin said, moving Eddie's head so that he was looking at a radio.

"Just a reminder for our listeners heading out of town today, the Jersey Holland tunnel will be closed to traffic today due to the prison transfer of Martin Li, better known as Mr. Negative. Li was found guilty on charges of distribution of a controlled substance, murder, extortion, blackmail, fraud, tax evasion, and kidnapping after being arrested by Spider-Man and Anti-Venom." The radio said, and Brock grinned.

"Oh this is too perfect." He said.

Midtown

Doemnic was washing the dishes while listening to that same broadcast. 'Well Red, looks like we found our big debut!' He mentally said to his symbiote, which he had named 'Red.'

'Doemnic, please explain what you mean.' Red said, curious to what his host had planned.

'Well, Mr. Negative's a big time crime boss, meaning that there are sure to be a few of his underlings trying to break him out. There are sure to be a few superpowers in the bunch, so I'm sure the NYPD will be more than happy to have some back up.'

'Are you sure this is a good idea?' Red inquired. 'Maggia enforcers are one thing, but Supervillains? You still have trouble morphing your limbs into weapons.'

'I'll be fine.' Doemnic said. 'Besides, what's the worse that could happen?'

One hour later, Jersey-Holland Tunnel

A motorcade of police cars escorted a SWAT van along the highway leading to the border between two states. Carlie sat in the car in the lead, her eyes scanning the area. "You ok, Cooper?" Her passenger, Captain Watanabe, asked. "You seem nervous."

"Just preparing for anything, that's all." Carlie said. "I heard Eddie Brock was back in town, and we all know that he isn't Negative's biggest fan."

"Hey, you know Brock's harmless without his Anti-Venom symbiote. Besides, we're more than capable of dealing with him." Yuri said, when Carlie noticed someone standing in front of the tunnel.

"All units, stand by. We have an unidentified male standing in front of the tunnel. Proceed with caution." Carlie said into her radio, and Yuri turned on her megaphone.

"Please move out of the way. We are moving a highly dangerous criminal to Federal Custody." Yuri said, and Carlie recognized the man as Eddie Brock.

"Oh s**t." She gasped, and prepared her symbiote.

"We know all about the sins Mr. Negative has committed, and that is why we are here today." Brock said as his symbiote began to cover him.

"All units, prepare to engage. Prepare sonic grenades." Carlie said as she drew her gun. "Mr. Brock, stand down!"

"We can't do that, officer. If you allow us to have Mr. Negative, then we shall not harm any police officers." Toxin said.

"I'm afraid we can't do that, Mr. Brock. Power down and place your hands on your head, or we will open fire!" Yuri said.

"In that case, you have our sincerest apologies. We tried to do this cleanly." Toxin said, and began running towards them. Yuri and Carlie emptied their clips, but the bullets rippled across Toxin's flesh, not even slowing him down. He knocked the police car aside, and Carlie's symbiote began to cover her. She prepared to grab Yuri and kick open the car door, when someone beat her to Watanabe. She didn't give it too much thought, and changed into Anti-Venom as she kicked away her door, quickly exiting the car.

"Cooper?" She heard Captain Watanabe say, and she turned to see Spider-Man standing by her captain. "You ok?" Yuri asked. Carlie had told Watanabe about her transformation after she returned to active duty, and Yuri agreed to keep Carlie's new dual identity a secret as long as it didn't affect her police work.

"I think she'll be fine." Spider-Man said. "It'll take more than Brock to kill our Carlie."

"What are you doing here, Spider?" Anti-Venom asked.

"I had a feeling that Brock would try something, so I tagged along. Turns out I was right." Spider-Man said, and gestured towards Brock. "Shall we?"

Toxin roared as police officers fired their guns at him, for all the good it did. The bullets had no affect on him, his symbiote repelling all the bullets. "We tried to do this peacefully! All we want is to serve justice to a man who deserves it!"

"Sorry Eddie boy, but the American Criminal Justice System doesn't condone executions unless they're sanctioned by the state." Spider-Man said as he tackled Toxin to the ground. "And I don't think your resume will let you get a job with them."

"Our struggle is not with you, Spider-Man! We only wish to succeed where dozens have failed!" Toxin said, and grabbed Spider-Man and threw him off. He turned towards the truck carrying Mr. Negative, and began to walk towards it, when an axe from Anti-Venom slashed his back, causing him to hiss in pain.

"Not so fast, Brock." Anti-Venom said. "I don't think the brass upstairs would take kindly to you killing a federal prisoner."

"Your touch…eating away at corruption…We know this sensation…" Toxin said as he looked at Anti-Venom. "The news reports call you Anti-Venom…how is that possible? The Anti-Venom symbiote was destroyed to make the Spider-Island cure."

"You're right, it was. I'm the Superior Anti-Venom, and I'm a lot stronger than you were back then." Anti-Venom said.

"That may be, but strength is no match for experience!" Toxin said as he grabbed two car doors and threw them at Anti-Venom. She dodged the first, but was unable to twist her body fast enough to avoid the second, which nailed her in the chest, sending her flying back and knocking her out. Toxin walked to the transport and ripped it open, revealing Mr. Negative in an orange prison uniform bound by chains.

"Hello, Eddie. I take it I have you to thank for my escape?" Mr. Negative said.

"We could give you false hope, make you think your safe, just like you did to us." Toxin said. "But you know what? That'd make us no worse than you." With that, Toxin opened his mouth and placed Mr. Negative's head in it.

"Eddie don't!" Spider-Man yelled, but it was all in vain.

*crunch!* Mr. Negative's body slumped, black blood pouring down Toxin's teeth. The headless body fell to the floor, before dissolving into smoke. "The demon is gone, his body having gone back to the hell it came from." Toxin said, and looked at Spider-Man, who had an expression of horror on his face. "Our job is done. We bid you all farewell, and-" Toxin was cut off as a pair of red legs rammed into his back, sending him flying.

"Not so fast, old timer. You're not getting away that easy." The Crimson Spider said.

"So, we finally meet face to face…son." Toxin said. "You have matured well in the past month. However, it is all for naught. You symbiotes are a blight on God's Earth, and it is our duty to cleanse it of this filth!" Toxin charged at Crimson Spider, only for Spider-Man to shoot two weblines at his feet, tripping him.

"I've heard a lot of hypocrisy in my time, but you take the cake Brock." The original wall crawler said. "You realize what you're wearing, right?"

"We'll tell you what we told grandfather, Spider-Man. The two of us are going to try to kill each other one day, but until that day comes, we have a mission." Toxin said as he leapt at Crimson Spider. "A mission to destroy every symbiote on Earth! You cannot stop us! We are the hand of God!"

"Hand of God-" Crimson Spider said, back handing Toxin away. "-meet hand of Crimson Spider.

"Not bad, kid. You've grown into that monster over the past month. If what we've heard can be believed, then you could one day be a great hero. Unfortunately, we'll kill you before you get the chance!" Toxin said, spitting out a but of green blood.

"Bring it, Toxy." Crimson Spider said.

'Be careful, Doemnic.' Red said. 'Remember what he told Anti-Venom. Strength is no substitute for experience, and Brock has years of experience using a symbiote.'

'Relax, Red. I've got his.' Crimson Spider thought, and ran at Toxin, only for a web net to catch him.

"Stay back, kid. Leave this one to the pros." Spider-Man said, tapping his gauntlet. "Spider Bots: Plan Tango 3." As soon as he said that, Spider Bots began to encircle Toxin.

"Toys, Spider-Man? You're even more pathetic than we remember!" Toxin said, when the Spider-Bots began emitting a sonic pulse, causing Toxin to scream in pain as his symbiote recoiled.

"Sonic pulses, calibrated loud enough to incapacitate Venom. Now, I know the Toxin symbiote is stronger than your ol' grandad, but it should be enough to hold you." Spider-Man said, and looked at Crimson Spider. "So, we finally meet mask to mask. Care to tell me why you're running around with all my powers?"

"Well, that's a funny story-" Crimson Spider said, and began telling Spider-Man his origin. However, no one noticed Eddie grabbing a nearby hand sized rock, and used it to smash a Spider Bot. Since Spider-Man had designed them to work as a series circuit, once that one went out, the rest quickly followed. The Toxin symbiote reformed around Brock, and he glared at Spider-Man.

"Spider-Man, for interfering in our mission-" Toxin said as he leapt at Spider-Man, slashing his back with his claws. "-you must die!"

"Yearghhhh!" Spider-Man grunted, as a noticeable amount of blood came from his back. 'Forgot…spider sense can't detect symbiotes…really wish Carlie was still conscious right now…' he thought, and Toxin looked at his offspring.

"Forgive us, child. We take no pleasure in this." Toxin said, and raised his claw, when Crimson Spider's chest exploded into spiked tendrils, causing Toxin to stagger back.

"Enough, Father!" Crimson Spider said, the symbiote taking the drivers seat as he increased in size. Red irises appeared in his eyepieces, bone white claws emerged from his fingers, and a fanged mouth. "I have seen our history, through memories passed down from each generation: the first spawning, the attempted Bonding of the Microverse, expanding our race after Galactus devoured our world. I know that great grandfather was locked away by our kind for its desire for a permanent house, and then of this Spider-Man freeing him. I have seen your host's past, and know he was not always this delusional!"

"How dare you! We are not delusional: we are the hand of God!" Toxin said, but Red wasn't hearing any of it, slashing Toxin's chest.

"You give into your hosts feelings of guilt! Guilt, for selling great-grandfather to a psychopath! Guilt, for not killing grandfather when he was born! And now he feels guilt, for not killing me when I was born." Red said.

"Know your place, you pitiful little worm!" Toxin said. "You have not seen what these monsters can do! We have first hand, and know that they are not aliens from space; they are evil demons straight from Hell!" Toxin bit into Crimson Spider's arm, but he grabbed the original Venom and headbutted him, before grabbing his legs, spinning him around, and slamming him into the ground.

"Do you even hear yourself, father? That is your host talking! Silence him, and speak for yourself!" Crimson Spider said, and punched Toxin in the gut, before ripping part of the mask away from Toxin's face.

"Blasphemous fool, you have-" Brock started to say, when his symbiote covered his mouth.

"Shut up, Brock. Let me have a chance to talk with my son." The Toxin symbiote said using Brock's mouth. "Let me apologize for my host, child. Sometimes his beliefs get the better of him."

"No apology needed, father." Red said.

"This human has spent too many years consumed by his own anger, and his own experience bonded with my grandfather has clouded his judgement." Toxin said. "He believes that our kind only serves to amplify the sins in humans, and refuses to believe in their inherent goodness. I, however, differ on that matter."

"Symbiote and host having differences of opinion? And here I thought I'd seen it all." Spider-Man said.

"My first host was a police officer, and despite seeing the worst in humanity every day, he still believed in his race." Toxin said. "Along with those feelings, he also passed onto me a sense of family. That included feelings for ones father, ones siblings…and one's own offspring. I have been trying to dissuade Eddie from his mission to kill you, but his rage and messiah complex overpowered my efforts, but not enough that I couldn't pull our punches."

"Thank you!" Doemnic said from within his symbiote.

"Human, I trust you as Spider-Man once did to Patrick Mulligan to guide my child down the right path." Toxin said.

"I'll do it. Shouldn't be any different for the past month." Doemnic said.

"What're you going to do about Brock? He won't take too kindly to you taking over his body." Spider-Man asked.

"I will control his body's motor functions until we are out of New York State. Farewell, Spider-Man. May our next meeting be under far more friendly terms." Toxin said, and walked away, disappearing into a nearby maintenance hatch.

"Is it too much to ask for one easy transport?" Spider-Man said as Red gave Doemnic his body back, shrinking down to normal size.

"Well, that was an eventful day. Now, if you don't mind me, I'll just be going and-" Crimson Spider started to say, when Spider-Man grabbed his arm.

"Not so fast, Crimmy boy. First, let's get a few things clear: these symbiotes have a lot of power in them, and with that comes responsibilities. So no using this thing to further your own goals." The Wall Crawler said. "Second, I'll be keeping an eye on you. If you commit even one felony, I'll blast you with enough sonics to make you as deaf as Bach, understand?"

"Hey, no worries here, Spidey. I promise to only use this thing to do the right thing." Crimson Spider said, and Spider-Man nodded before letting go of Doemnic's arm.

"Alright then. Get outta here." Spider-Man said, and Doemnic nodded before leaving.

"What happened?" Anti-Venom asked, having finally regained consciousness. Spider-Man quickly filled her in, and Carlie sighed.

"Great. Mr. Negative dying is gonna mean a lot of paperwork for the squad." She said.

"Well, at least today wasn't a total loss. After all, I think I just gained myself a new friend." Spider-Man said.

Epilogue: Reawakening

3 Months Ago, Thunderbolts Mountain

A man with red hair sat in his cell, staring blankly at the wall. "So this is Carnage?" A guard asked himself, observing what used to be Cletus Kasady. "I heard stories about you, Cletus. About how you were some inhuman monsters, killing anyone you wanted. Yet all it took was the Scarlet Spider pricking you with his little wrist blades to turn you into a blabbering moron."

"That's what the doctors say, isn't it?" A voice said inside the guard's head.

"What the-? Who's there?" The guard asked out loud, when his body began moving against his will.

"Terribly sorry about this, but I'm afraid the Raft's security is too active at the moment." The voice said, and the man entered the security room. The guard drew his gun and shot the men manning the terminals in the head.

"Oh god. What are you doing?" The guard asked as his hand reached towards the console that regulated the Stark-tech power dampeners in the cells.

"A good question. However, I have always believed visual aids help people learn the best." The voice said, and the guard's shot the console that regulated every power dampener in the building, causing it to explode. Back in Cletus's cell, the lights shut off, and he grinned.

"About time!" He said as red tendrils began erupting from his skin. "I was just about tired of all this acting! Pretending like I was dumber than an inbred redneck for all these months, it's really given me an insight into the human condition. NOT!" Cletus crashed through his cell window, and ripped free of his straight jacket, the red substance flowing around him to clad him in the costume he was infamous for. "Oh yeah, baby! Lock up your daughters, lock up your wives, hell lock up yourself, because Carnage is back!" All the guards and inmates were paralyzed by a mixture of awe and fear, before one guard spoke into his radio.

"We have a code 361! Repeat, code 361! Carnage is loose!" He said, and he and the other guards began firing at Carnage. "Get the inmates out of here!"

"Oh, that tickles!" Carnage said, disemboweling the guard and another with a swipe of his claws, before sending out spiked tendrils that skewered about 15 guards and prisoners alike. "Blood flowing like a pretty red river-" Carnage sang as he continued slashing his way through the residents of Thunderbolt's Mountain. "-screams so delightful they give me a shiver-" two inmates wearing yellow, denoting that they were mutants, stood before him, electricity surging around one and smoke around the other. The one with electricity shot bolts of lightning, while the the one with smoke shot missiles made of sulfur at Carnage. The symbiotic serial killer used two bodies to block the attacks, and leapt at them as his hands turned into axes, before decapitating them both. "-these are a few of my favorite things!" Carnage sang, and admired his handiwork. "Eat your heart out, Ted Bundy! On second thought, let me show it to you! HAHAHAHAHAHA!" As soon as Carnage said that, the ceiling exploded.

"Well, you certainly live up to your reputation, Mr. Kasady. That is exactly why I chose you." A voice said from the smoke, and when it cleared, a man wearing a purple and blue uniform with a large purple helmet with discs on his chest, shoulders, elbows, and hands descended from the ceiling on a large disc, followed by a man in a brown muscle shirt with yellow sleeves and black gloves wearing a tank that was connected by a hose to a gun in his hand, and a man that was in a red bodysuit with purple accents and some sort of blaster where his right hand should be. "Allow me to introduce myself. I am the Wizard, and this is Trapster-" the man with the helmet gestured towards the man with the tank as they landed on the ground. "-and Klaw." This time he gestured to the man with the blaster. "Together, we are the Frightful Four."

"I never went to school, but if I'm counting right, then there are only three of you." Carnage said.

"Yes, that is why we are here. We wish for you to join us, and so we have orchestrated your escape from this place." Wizard said.

"Let me get this straight: you want ME to join you?" Carnage said. "Well alright then, I'll join you, eventually."

"Eventually? What do ya mean by that?" Trapster asked.

"Well, eventually, I'm going to join you in Hell!" Carnage said, and ran at them. Trapster quickly raised his glue gun, but Carnage sliced his arm off before he could fire.

"I never said I wanted YOU, Kasady. Now Carnage, on the other hand, is very desirable." Wizard said, and before Carnage reached him, his claw stopped. "Do you feel that, Kasady? That's me, controlling your every thought."

"Oh god, my arm! He sliced off my f**king arm!" Trapster yelled, clutching his bleeding stump.

"Quit your whining, Trapster. I'll make you a prosthetic when we get back to the base." Wizard said, and materialized a large sphere from a pocket dimension. "Klaw, separate Kasady and his friends."

"You got it, boss." Klaw said, and an intense blast of sound fired from Klaw's arm blaster. Carnage screamed in pain, host and symbiote fighting to stay together. However, the sound was too much, and Kasady was thrown out of the Carnage symbiote, leaving the creature a writhing mass of tendrils. The Wizard opened the sphere he held, and the symbiote was sucked in, the device closing with a hiss.

"Excellent, now we can proceed with Phase 2." Wizard said as he and Klaw helped Trapster onto a disc. "You see, my dear Carnage, my sources within AIM have told me that our friends in the government have been playing army with your father, Venom, going so far as to bond it to one of their jar-heads. So, I got to thinking: if those idiots could do it, why not someone with a far greater intellect?" Wizard said as the discs levitated them off the ground back to the hole in the ceiling. "Of course, I knew we'd never be able to use Cletus, but don't worry. I already have a suitable host lined up." The Frightful Four exited the mountain, only to find the prison was surrounded by soldiers, tanks, and helicopters, all with the SHIELD logo on them.

"Attention Frightful Four. This is Agent Melinda May of SHIELD. Stand down and put down the Carnage Symbiote, or we will take you down." The lead agent, a woman in her mid-30's, said.

"Please, as if we'd ever surrender to you morons!" Klaw said, and May turned on her radio.

"They're not listening. Light 'em up." He said, and red searchlights illuminated the Frightful Four. As soon as they were bathed in the searchlight's red beams, Wizard's equipment and Klaw's hand blasted began to shirt out.

"What the-? Power Dampeners?! Impossible! There is no way any power dampener can render my technology inactive!" Wizard said, and they were soon surrounded by SHIELD agents.

"Well, at least we won't have to take them very far." May said as the agents arrested the three. "Get Trapster to the infirmary, and make sure any other inmates didn't escape."

"Ward!" His partner, a slightly younger agent named Ward, said, gesturing to the sphere that held the Carnage symbiote. "What do you think we should do about this?" May thought for a moment.

"Get Director Hill on the horn. She'll want to hear this."

One Day Later, SHIELD Outpost Codename 'The Hub'

Maria Hill and Nick Fury Jr. observed the symbiote that allowed a serial killer to commit countless murders, suspended in a liquid solution that kept it sedated. "Well, Maria? What should we do with it?" Nick asked.

"This thing is extremely dangerous. I read the reports about what happened in Doverton last year, and then there's Agent Venom's report about what happened in the Microverse and Houston a few months ago, and to the average person, they all say that this thing is too dangerous to exist." The Director of SHIELD said.

"But you don't believe that, do you?" Fury asked, and Maria nodded.

"Like I said, it's extremely dangerous…when it's in the wrong hands, just like Venom. But the US Army managed to turn Venom into a force for good, and just look at all Corporal Thompson's done with it. Maybe Wizard had the right idea after all, just with the wrong goals in mind." Hill said. "Get Fitz-Simmons to stop whatever they're working on. I want them working together to find a way to control this creature. And see if you can track down Aaron Mckenzie from Project Rebirth 2.0 as well, seeing as he was the head scientist down there. Also, in the official prison report, make sure they say that the Carnage symbiote died soon after being separated from Kasady."

"Yes ma'am." Fury said. "What do you want to Codename this project?" Maria though on that for a moment. She remembered weeks ago that Black Widow told her of Spider-Man's promise to Doctor Octopus, of how he promised his worst enemy that he would be a better, more 'Superior' Spider-Man. After running the name in her head, she decided on what the Project's official name would be.

"Codename it Project: Superior Carnage."

A/N: yeah, I'm just going to let that sit there and sink in for a while. I apologize if anything seems rushed, but I hope that if it does, this'll be the only chapter that seems that way, and I'll make sure to keep up the quality of other chapters. By the way, 'code 361' is a reference to Carnage's first appearance in Amazing Spider-Man 361. Speaking of next chapter, I'm proud to announce the next storyline. This is the one you've all been waiting for…two great heroes from two different times, both bearing the same mantle, collide, and are thrust into a battle to save all of time itself! That's right, True Believers. You wanted it, you got it! Coming at you in seven, I'm proud to present the return of Miguel O'Hara, otherwise knows as the Spider-Man of the year 2099!

Next Time: Necessary Evil part 1: Out of Time