AN: This makes up for the lack of Carter in the last chapter. And thank you all for the reviews, it's what keeps me plodding away at this fic.

Opening his eyes was a new and interesting form of torture. Eyes taking in his unimaginable surroundings, mind still insisting he was in Antarctica waiting to be eaten by a body stealing alien, scientists too stupid to survive decided would be a good idea to dig up.

This was not Antarctica. Nor was it the lab he'd been in, while being choked unconscious by fingers they moved like tentacles, and threatened by creatures inside and outside of his mind.

Spires rose out of heavy fog, higher than any building he'd ever seen, looking more like horns or giant shells the way they twisted. But lights blinked across the enormous structure, on and off again, skittering their way across the twists like living creatures.

It made Carter shudder, thinking back to eyes of that same shade, and start pinching his arm.

Thick, and heavy, weight shoved into his shoulder, bowling the pilot over before he could catch himself. Clacking, ripping noises as the shifting scales tore through his jacket as it moved past.

Hissss

Carter stared up, mind stuttering screaming, as a giant shadow loomed over him out of the grey landscape. Sharp scales, looking wet with fog and other darker liquids, dripping from the jagged hide. Horns and spikes bigger than him jutted out from the side, tiny creatures perched and moving along the natural weapons.

Hundreds of blinding red eyes stared.

One held the piece of fabric between long claws, three bloody eyes below the whipping blue hair.

Need

Something wrapped around his waist, yanking, twisting him back against hard muscle, and away from the hissing, hungry, creatures. Carter shudder as something coiled through his short hair, shoving his face in the thing behind him, blocking his vision. Fear hummed through his body as the body holding him tight started purring. Low rumbling vibrations that shook through his bones and teeth, and fingers that pet at his scalp.

Then purring turned to growling, the human sized hissing creatures murmuring back just as menacingly, while the monster they rode rumbled deeply as it slunk away into the heavy fog. The scales and eyes reflecting back the murderous light until it was swallowed in the rising grey.

"Such an interesting place..."

Carter's whole body shuddered, muscles spasming, eyes rolling back in his head, teeth clenching shut on hot meat, while the voice scratched nails down his brain with it's voice. The claws in his hair released, Carter's head falling forwards, copper liquid pouring the bite in his lip.

And smashed against wood.

The alien vista was gone, replaced by the confusing sight of a wooden door, leaving him sprawled on a wooden floor that felt as cold as the ice outside. He'd been dreaming? Carter shuddered, remembering the things he'd seen that stared back just as evilly as the thing from the ice, hope that was a dream.

A dream and not a glimpse of the future.

Carter didn't recognize the room he was in, but given the size, he figured it was a large closet. Which he was betting that was locked from the outside, and given the way his body remained limp on the floor despite his brain shouting get up and run, he wasn't going to be able to get up anytime soon to double check that theory.

Still the fact that he was alive, or at least felt alive and still human, was nice. Surprising but nice. Even if he was basically put in time out by the body snatching alien.

Carter gasped in the cold air, one hand pushing him off the floor, while the other went to prod at the tender bruises circling his neck, hissing even at that light touch. Then hesitantly pressing against his lip, shuddering in pain as he felt the wet holes. And blood was so much warmer than anything else he could feel.

"What the hell?" Carter gasped in sudden pain, even whispered the words hurt coming out. Carter sat up, and just as quickly fell forwards to his hands and knees as the world spun, things moving uncomfortably in his stomach.

"Fuck, Halversen. Kate."

Stumbling to his feet, Carter fell forwards again, this time into the door, one hand weakly grabbing onto the doorknob and half held him up. Or at least semi vertical with bruised and broken lips brushing the wood.

Locked

"Fuck," Carter whispered into the solid door, collapsing back down to his knees, head limp against the unmoving block, exhausted from dizziness and trying to replace his oxygen levels, maybe slow his heartbeat down from insane panicky levels.

Then he could feel his gut roiling as something worse occurred to him. More important then the sights he saw every time his eyes closed, or the fact and alien monster left him alive.

Somewhere someone was screaming before it quickly broke off, and there was the scent of burnt flesh again, seeping in through the thin openings in the door. Carter fisted one hand against the door, wanting to pound and scream; for help, in anger, wishing he could do something for the creamers. All that came out of his mouth was a pain filled whimper.

What the hell had happened? Carter could remember talking with Halversen, realizing he was talking with one of those Things, could remember Halversen's single hand around his throat choking him as the 'good' Doctor told him…something.

Then he was in that... place.

He shouldn't have woken up at all, Carter realized. Or at least not woken up while still feeling human. The twisting feeling continued, acid rising in his throat, and mixing with the warm blood. Still in semi shock, Carter did start pounding on the door, as hard as possible, trying to make enough noise to be heard. Hopefully by something human.

A chill swept through his body, Carter throwing himself backwards by instinct, seconds before the door cracked and flew open, just missing his face.

The light backlit the figure, throwing it into a dark human shape, arms spread, furry parka up around it's head.

Blinding red eyes staring down at the wounded pilot. Filled with sick intelligence and hunger.

The light receded, for a moment it seemed like the light was coming from inside the hood with the insane eyes, then it was Halversen staring down with his smug ice eyes. Eyes equally insane as the red ones from the seconds before.

"Soldier." And was that disturbing almost purr the cold scientist or the alien creature. "You appear well rested."

His back hit the wall before realized he was moving. Quite the common response when one is being stared at by a hungrydieneed creature from the ice.

Red eyes opened and smirked.

The tentacle ripped free of it's host, angry cells pulling together, creating a new creature. But the not the intelligence needed to survive.

So hungry. Warm blood. Not the heat, externals on fire. Blood.

"Safe, radio room, safe there- please be safe, don't want to be that bloody thing-"

The creature twitched at the echoing thoughts, slowly lengthening hiding in the shadows as it changed.

Yes. Go where the warm blood was safe. Look safe. Feed.

The cold touch made his skin crawl.

Carter had his hand braced against the wood, staring blankly at the Halversen-Thing, and trying really fucking hard not to panic. The thing looked perfectly human, and at ease, in the borrowed flesh. Completely human looking, while Carter staggered into the hallway feeling like things moving inside him.

Halversen's hand slid around Carter's arm during the internal monologuing, sliding around the muscle, tightening until there was no space between their skin. Well coat and skin. Yanking the arm in question until the stubborn ex-soldier was sliding behind him, unable to get the traction to pull away, on the icy floor.

"Someone left the door open." Carter muttered, falling into the scientist-creature's side, slipping over more ice.

"You'll need to forgive them." Halversen's lips twisted in almost amusement. "I believe they are too busy running for their lives, to be concerned over open doors."

"Whose fault is that?"

"Possibly there are walls down as well." Halversen continued undeterred.

Carter snorted, ringing buzz filling his ears, while Halversen's hand squeezed.

Found one.

"No, no, no, no, I'm safe, I'm not it, safe, don't point that at me."

Slow, safe, look away warm blood.

Ahhhhhiiiiieeeeee

Carter's head whipped around, almost falling to his knees, until the being holding his arm yanked him straight. Meanwhile the human scream, transforming mid breath into an alien shriek, continued filling the air with the sounds of the dying.

High, static charged, roaring pain until it broke off in the death of one form and the creation of the new, changed, creature.

Halversen glanced over his shoulder, brief irritation passing over the cool features, before a head shake hid any emotion.

"The humans were rather foolish." Halversen spoke like one would about the amount of snow to expect on a daily basis. Like he was accepting annoyance at something that couldn't be helped. "They let a small, brainless you'd say, piece loose. And let it feed."

"Piece of what." Carter growled, trying to yank away from the other.

"A piece of me. What other alien have you had to deal with?"

And that was amusement tinged with jealously? Carter stayed silent glaring at what he could, namely the floor, until his alien continued.

"Another human was killed. Most unfortunate."

Carter inhaled sharply, please don't let it be Kate, missing Halversen's eyes going flat and angry.

"It seems it found more." The ice chips were back in Halversen's voice and eyes. "It takes more effort to create something... human. Capable of rational thought and more than mere echoes. Whoever it has found must be reduced to their basest elements."

Carter pulled back, yanking away, a crawling needy feeling filling his chest, until he was staggering backwards down the the hallway from the Thing, frozen bastard.

"The cold has incredible preservative effects." Halversen grimaced. "At this point I am more interested in other matters. And bastard is such a cultural creation. It has no place in a scientific place."

Carter's fingers twitched, pain stabbing behind through his eyes, drilling inwards until it reached his mind. One hand, shaking, rose to brushed at his nose where-

"Soldiers." Halversen's head cocked, inhuman and still. "Interesting."

Blood. Dripping, fresh thick copper scent filling the air, splashing drop by drop against the ice and wood. And the arching, twisting, feeling. Waking up inside his chest and blinking bloody eyes.

"Are you paying any attention?"

It was inside him.

Carter fell forwards, arms clamped around is middle, as the slick feeling of something fucking moving wriggled around. Blue eyes rolling back into his head, whole body shuddering in time with the pulsing movements, unable to decide if it was pain or pleasure coursing through his arteries.

"So curious." Halversen cocked his head, studying Carter as the pilot spasmed and keened. "You should have changed by now."

Halversen swept forwards, brushing his hand just above the white knuckles digging into heavy clothing and hidden skin, stiff smirk in place.

"Interesting. You appear to be changing internally only. If that."

Whimper. The thing was moving, tearing into organs, blood vessels, arteries, filling every spare gap of the pilot, and more. Near explosion full. Tearing him apart and remaking him into something new.

Footsteps came closer, shockingly out of place, between Halversen's silence and Carter's high pitched whines. And the scientist was already practically pressed against the pilot's side.

Carter glanced up, blinking heavily, actual sweat dripping down his face, staring past the human form before him.

Olav was at the door, hands clasped over ears, face distant and vacant. The dark brown iris was gone, obviously gone in the blown pupils, replaced by manic blood.

Carter heaved forwards, retching loudly, acid burning his throat as everything in the past year came up at once. The movement in his stomach bulged, twitching, as a new player entered and stared inside.

Blue eyes, same as the almost blue snow surrounding the base, opened. Liquid, pink splashes, and a chunk of wriggling red muscle reaching towards him. Carter hiccuped, weakly shoving himself backwards, away from the things trying to kill and or take over his body.

He looked up to scream and met Olav's eyes. Pink swirls and tears dripped down the guide's face, slowly staining the short beard red. Much darker red than Jonas' pride. Just above the normal eyes a third one blinked at the pilot. Iris the color of fresh spilling blood and pupil like old decayed blood.

Then skin started sloughing off, sliding down and peeling away from rotten muscle and deep flesh. Olav's eyes, all bloody three of them, locked onto Carter's as he screamed and start ripping at loose flesh. Huge sections and clothing torn away, sliding down the violently twitching body.

Halversen watched in interest, foot coming down automatically to crush the moving worm by Carter, seeing tentacles short and long ripping out of muscles and dancing in the air.

Olav fell to his hands and knees, back arching, bones cracking and shifting with wet noises.

The head turned triangular, body lean and predatory, muscles and tendons splitting apart and reforming as it stalked forwards.

"Isn't he beautiful." Halversen looked again at his helpless pilot. The icy eyes surrounded by a rising tide of blood. "How much damage he could cause in seconds. All the energy, hate, streamlined and going after the fleeing food."

"Is that what you see us as?" Carter's voice broke on 'what', hoarse, raw, tasting bile and blood with every gasp.

"So far the majority seem capable of nothing else." Halversen smirked down at him, one small twist of the lips, blue eyes slowly being surrounded by blood, staring through Carter. "But interesting creatures. Unlike any I have seen before."

The red ring grew thicker as the Norwegian talked, clipped words becoming more languid, like he was tasting them. Every one of his movements sinuous, screaming as inhuman as the erratic tentacles behind the scientist.

The Olav-thing, if there was anything of the soft guide left in the beast, growled, a deep, bone shaking noise stabbing through Carter's skull. Stalking around Halversen and circling Cater, small tentacles ripping free of the raw flesh, brushing against the pilot's clothes, searching for weakness.

It was the lab all over again. This time he could see the creature stalking him, outside of his head, still with the feeling of being watched internally, looking for any injuries, as they moved. Any ways inside. The rippling feeling in his stomach paused, had to stop under the weighted glare of stronger predators, but he was going to start puking again if something didn't back the fuck off.

Halversen blinked, once, alien presence pulling away immediately from the greenish looking pilot. The red pulled away from his eyes as well leaving them, possibly colder, but a human blue. While the tiger like Olav pulled away sharply, backing up, crouching until it was lying by Halversen's feet.

"I do find it intriguing," Halversen paused, with the look the other Norwegians got when trying to translate Americanisms. "How a species can have some members capable of outward thought while others are not."

"What?"

Halversen cocked his head, sharp angle making his neck appear broken, hint of sharp fangs behind his smirk. Quiet as what was left of Olav moved again, lifting, stretching, mouthes tearing open and closing along it's side as it moved.

Approaching slowly, Carter shuddered as the alien presence brushed against his mind, hesitant touches threatening harsher one, the thing stopped to one side, catlike face expectant, and stared. The other alien pressed against, knees buckling as the purring presence eroded his self control.

The pressure was somewhere between electrifying pain, and feeling every one of your nerves singing in orgasm. Not a feeling he wanted to associate with the brain and body rapers. And the feeling kept pressing against the small of his back, forcing Carter forwards, bowing at Halversen's knees in his attempt to pull away at the same time.

The pilot shoved backwards, keening as the pleasurepain turned all pain, stumbling, falling over at Halversen's feet. A hand, fingers too long and stretching longer, gripped his jaw, moving along until the nails sank into his neck.

Digging in tight.

This would be outward thinking. Halversen's voice echoed along the the alien touch. He found you desirable. I agree, you have qualities to be fond of, as troublesome as you are.

Carter gasped, hiccuping gasps, burning alive, twisting back and forth as he tried to escape. Pleasure that wasn't his, and the urge to drink the spilled blood, becoming hard to resist. Hard to remember it wasn't his.

"Calm down." Do be quiet, the other smirked calmly. His hand moved, covering Cater's mouth, fingers with fresh blood drops tapping against the pilot's thin nose.

"Hey! What the fuck?!"

Blue eyes focused, contracting to pin points, gasping as the fingers around his jaw tightened in anger. More of the bright blood spilling around the sharpening talons.

Jameson.

Alone at the end of the hall behind the creatures. Looking further up, Carter met the Thing's insane red eyes set in Halversen's angry face, and Jameson missed it.

The catlike thing roared, shooting past captive and captor, the two lethal looking tentacles arched above its' back as it ran, Jamison's hands were up as he screamed back, gun a darker hole in his hands.

The bullets slowed down, hanging in the air like metallic stars, skidding and tearing along the beast's side, blood shrieking as it splashed against the walls. The first tentacle stabbed through Jamison's hands, shattering flesh and metal like thin ice, the next barbed tentacle stabbed into the man's chest, smashing him backwards against the wall, alien flesh slicing through his insides until the barbs sank deep into the wood behind them.

Oxygen vanished, living was suddenly more important than watching gory tentacles sliding in and out of his best friend. Carter's pale eyes dragged back to Halversen's twitching lips and red ice eyes.

The soldier twisted, hands grabbing onto the other, trying to fight off the Thing.

Enough. "There's only" so far, you "can run."