Disclaimer: It's time for the final battle, nuff' said. You know the drill, so let's get right into the carnage. See what I did there? (A blunt object strikes the head) OW! Who threw that?

Chapter XIV
The Alliance

With an innocent woman's life on the line, it wasn't any surprise that Spider-Man had to align himself with Venom. Actually, trying to stop Carnage with help from a lovesick sociopath wasn't the web slinger's idea a buddy movie. And he and Venom were not buddies. Hell, Venom would likely turn on Spider-Man in a heartbeat. Spider-Man had more than enough reason to be wary of his partner. Did he just think that? He honestly wished he was instead playing Hide n' Seek with Black Cat, assuming she was still alive. Coming to a stop on a rooftop, Spider-Man overlooked the streets to try and spot some kind of movement. Venom came to rest next to him, snarling at the web head out of nothing more that sheer disgust and frustration.

"Okay, if I was a nasty, disgusting, psychopathic alien monstrosity, where would I be?" Spider-Man unknowingly quipped.

Venom glared at Spider-Man and audibly growled, "In a body bag!"

Spider-Man glared back Venom and snapped, "Oh, I'm sorry! Did I say that out loud?"

"You're way too low on the food chain to be mouthing off to us, Parker." Venom snapped.

"You're one to talk. Have you even seen your mouth?" Spider-Man quipped, much to Venom annoyance.

Venom quickly closed the distance between himself and Spider-Man. "Keep yapping and we'll leave you hanging here by your intestines."

Spider-Man actually shuddered at the notion Venom presented. "As sickening as that sounds, first we have to find Carnage."

"Any suggestions?"

Spider-Man thought about it for a few moments, and he had to think quickly should Venom have decided to tear his head off. "I think I've got a pretty good idea where Carnage might be hiding."

"Good," Venom snarled. "We can't wait to feast on his insides."

Spider-Man shuddered again and said, "You're disgusting, you know that?"

On the streets below, Stan Carter kept a very close eye on the initial targets of his ever increasing wrath. He had the sufficient provocation to want to kill them, and, watching Spider-Man and Venom swing off gave him motivation to follow. Stan had been following the unlikely duo for some time, reasoning that if he tailed them long enough, something would turn up. In all likelihood, they'd be leading Stan all the way to Carnage, his other intended target. Stan got into his car and followed Spider-Man and Venom. With any luck, they'd kill each other and save him the trouble, but Stan would no doubt prefer to end them all. And maybe after that, maybe Stan would likely turn his blinding wrath toward every other sinner in New York.

That hiding place that Spider-Man spoke of happened to be St. Este's orphanage, the same place where he'd first encountered Carnage. Venom was unusually skeptical but at the same time, wanted to get his hands around Carnage's throat. They stealthily crawled into the burned out half of the orphanage until they found Ashley sprawled out on the floor. The symbiote receded to show Eddie's face to be visibly stunned. He actually believed that Ashley was dead and moved to her, despite Spider-Man's attempts to stop him. Eddie cradled Ashley in his arm and realized she was breathing. Ashley slowly opened her eyes and saw Eddie.

"Eddie, is that you?"

Eddie fought to keep the tears from appearing. "I'm going to get you out of this, Ashley."

Spider-Man remained clung to the wall. Something wasn't right. He half-expected Carnage to kill Ashley. Why leave her alive? Unless! Suddenly, Carnage burst out of the wall and grasped Spider-Man with a myriad of blood tendrils. Carnage held Spider-Man up high, laughing as he proceeded to squeeze the life out of him. It wasn't until the timely intervention of Venom that Carnage released his grip. While Spider-Man hit the floor was a thud, Venom tackled Carnage through a series of weak walls and they both ended up outside the orphanage onto the street. Several cars veered away at the sight of the aliens villains. Inside the orphanage, Ashley attempted to revive Spider-Man.

"Are you okay, Spider-Man?" she asked.

Spider-Man picked himself up, saying, "I'm okay! Stay here and out of danger."

Outside, Carnage had Venom's head pinned to the asphalt. "You know, that was pretty good. For an old pile of ooze!"

"You'll find that we're full of surprises." Venom snarled.

Venom flipped Carnage up and over his head to the street, after which Carnage was upright. Carnage shot a blood tendril and snagged Venom, and Venom responded in kind. A Tug-o-War ensued, which Venom won. He swung Carnage around in a 360 and Carnage slammed into the side of a car. Carnage engulfed the car in tendrils and hurled it at Venom. Venom was able to leap over the airborne vehicle and again took Carnage down. Spider-Man intervened and caught the car in midair in a web net. Venom and Carnage continued to slug it out until Carnage threw Venom threw a department store window. Spider-Man shot out a series of web spheres, most of which Carnage couldn't block. Carnage didn't have to in the end. Carnage willed his right hand in finger spikes and shot them right at Spider-Man. Spider-Man leaped out of the way and onto a wall. Carnage again shot his fingers and Spider-Man again leaped out of the way. This time, Carnage anticipated it and caught Spider-Man by his leg. Carnage swung the hero around and hurled him right into Venom, both going right back into the destroyed store.

Carnage broke into a cackling. "I like this job, I like it! Now, where's my favorite meal ticket," By meal ticket, Carnage meant Ashley and he found her in the streets helping people. "There you are!"

Ashley had little chance to get away as Carnage snagged her and made a getaway. Ashley could still be heard screaming, "Eddie!"

Spider-Man picked himself up off of Venom and quipped, "Thanks for breaking my fall!"

"Get off or we'll break your neck." Venom snarled.

"Charming!" Spider-Man quipped before swinging up toward the rooftop, with Venom following.

"What took ya song long?" Carnage was standing on the other end of the roof, dangling Ashley over the edge. Venom made a move and Carnage said, "I wouldn't do that if I were you."

"C'mon, Carnage," Spider-Man shouted. "If you were a real badass, you wouldn't hide behind a defenseless woman."

"What're you doing?" Venom mumbled.

Before Spider-Man could answer, Carnage snarled, "You sayin' I ain't a badass? I'll show you, man!"

Without a word, Spider-Man swung away and Venom was forced to follow. Carnage followed with Ashley in tow. Spider-Man's bluff appeared to going without a hitch as he swung toward the one place no one expected. Hell, even he was shocked at the fact that he was headed for OsCorp. In the meantime, Stan Carter followed the trio of adversaries to the exact same destination. A shotgun at his side, Carter was ready for war.

OsCorp was the former home away from home of the late Norman Osborn, and where he ultimately became the Green Goblin. It was the last place Spider-Man wanted to be, with Venom, to fight Carnage. There wasn't much choice. Spider-Man landed on the front grounds of the complex. Carnage was likely to follow. Spider-Man took a long look the complex once owned by Osborn, the first villain he'd faced. It amazed the hero, just how large the place was and the roll it played in the birth of the Green Goblin and possibly, the Hobgoblin. Venom landed right beside Spider-Man, snarling with frustration.

"You better have a good reason for bringing us here." Venom snarled.

"Trust me; I've got a few ideas." Spider-Man stated.

"Oh yeah," Venom snarled again. "They've been great so far."

Carnage landed atop the front gate and shrieked at the duo, still grasping Ashley in the air. Carnage unleashed a series of blood darts that Spider-Man and Venom avoided. Venom shot a black line and managed to snag Ashley. He attempted to pull her free, but Carnage wasn't willing to release her. The aliens pulled hard, and all they were accomplishing was causing harm to Ashley. Just when it appeared that Carnage would win out, Spider-Man shot a series of web spheres at the villain. Carnage was distracted long enough for Venom to pull Ashley free. Enraged, Carnage lunged at Venom but Spider-Man intercepted him while Venom took Ashley to safety. Venom hid out with Ashley behind a structure.

The symbiote receded so Eddie could show his face. "Ashley, stay here and don't move. No matter what happens, do not move."

"But, Eddie, you could die!" Ashley said.

Eddie stopped short and simply said, "Been there, done that!"

Meanwhile, Spider-Man and Carnage traded shots back and forth, with Carnage having a decided advantage. Spider-Man was forced to dodge Carnage's attacks, which included axes, spears, blood darts and everything in between. Taking a brief refuge on any available wall, Spider-Man struck back with web spheres. Carnage blocked the projectiles with little effort, snagged Spider-Man from the wall and threw him to the ground. Before Carnage could deliver a killing strike, Venom tackled him to the ground. Carnage kicked Venom off and shot more blood darts. Venom actually took the darts to his chest and they bounced right back at Carnage. Carnage dodged and tried to skewer Venom with a blood spear, and Venom dodged the attack. The alien villains reached a stalemate.

Carnage noticed Spider-Man getting up and turned to Venom. "When did you get so sentimental, dad? Think of the damage we could do to this city, starting with the bug!"

Venom glared at Spider-Man, then at Carnage. "You know something; you're right!"

Spider-Man noticed Venom and Carnage skulking toward him and muttered, "Oh, you've got to kidding me!"

Before Carnage could attack, Venom suddenly pulled and threw him into a steel gate. "Spider-Man is ours and ours alone!"

Carnage got up and prepared to make his next move. Spider-Man and Venom prepared themselves as well, until Spider-Man's spider-sense went off. Seeing as neither symbiote was capable of setting it off, Spider-Man looked passed Venom and Carnage. A vehicle came crashing right through the front gate. Carnage was hit head on, while Spider-Man jumped to the side and Venom ran right over the vehicle. The vehicle skidded to a sudden stop, and Stan Carter emerged with shotgun in hand. Spider-Man saw the look on Carter's and it was very clear that he was very angry. Cocking the gun, Carter shot the Carnage first and then Venom, before turning toward Spider-Man.

"Carter, what're you doing here?"

Instead of answering, Carter took a shot that Spider-Man dodged. "I'm making sure you don't leave here alive. You deserve to die after what happened to Jean." Carter fired again and Spider-Man dodged.

"Don't do this, Carter!"

"Shut up," Carter yelled. "I'm gonna kill you, then the aliens and then everyone else."

Before Carter could his next shot, Venom snagged the shotgun out his hand. Venom snapped the gun across his leg before Carnage kicked him to the ground. Carnage tried to make a getaway and Spider-Man and Venom gave chase. Carter refused to be denied his vengeance, pulled out a single pistol and ran after them. Carnage swung up high with Spider-Man and Venom closing. They battled back and forth while swinging in between a series of smokestacks. Carnage shot out blood darts that became embedded into the concrete stack, followed by blood tendrils. Venom responded with his own tendrils, while Spider-Man shot web lines and web spheres. Venom shot his own version of the sphere and Carnage blocked them. Carnage sent a symbiote spear at both foes. Venom avoided the attack and tackled Carnage in midair. They beat each other relentlessly as the fell down to a building roof. On impact, the aliens crashed right through the roof and into the building. Carnage threw Venom off but then a pair of web lines snagged his shoulders. Spider-Man sling shot himself into the building and kicked Carnage in the jaw. The impact sent Carnage into a wall but he wasn't close to finished. Carnage willed his fingers into spikes and extended them. Spider-Man managed to dodge the attack and responded with web lines. Carnage caught the lines and threw Spider-Man right through a window to the outside. Venom tackled Carnage and they went right through a wall and back outside with Spider-Man following close behind. Spider-Man tried to get up while Venom and Carnage clawed at each other and noticed a furnace at the base of a smokestack. Then it hit him.

Fire! Spider-Man looked toward the battling aliens. "Venom, the furnace! Throw him into the fire."

Venom most likely didn't hear Spider-Man the first time, considering he and Carnage were locked in a stalemate. But then Venom glanced at the furnace and prepared to throw Carnage to it. Unfortunately, Carter reappeared with pistol in hand and took shot after shot at the trio. The man was relentless in his pursuit of vengeance, but obviously blinded by madness. Spider-Man was the first to leap clear of the barrage, followed by Venom. Carter ultimately ignored them and went right for Carnage, unloading bullet after bullet. To Carnage, every single bullet to be more annoying than anything. Carter didn't care as Carter ultimately emptied the clip his gun. Carnage ultimately shot a spear right through Carter's chest.

"That was really annoying." Carnage snarled.

Tossing Carter's limp form to the side, Carnage returned his attention to Spider-Man and shot out a tendril. Spider-Man avoided the tendril and shot more web spheres and then ducked. Venom appeared above Spider-Man and lunged at Carnage, taking him down. Carnage recovered and fought Venom and Spider-Man at the same time, all the while unknowingly being forced toward the opened furnace. Despite being double teamed, Carnage still managed to hold his own until he gave off a frightening roar. Backing off, Carnage unleashed an entire stream of tendrils going in every direction. The tendrils knocked Venom clear across the area, but Spider-Man continued fighting. Spider-Man finally began making a huge dent in Carnage's defense, landing blow after blow and moving the villain closer to the furnace. Inches away, the furnace ignited and the fire sent Carnage shrieking in pain. Spider-Man back flipped away, fired two lines at the smokestack and prepare to sling shoot himself toward Carnage. Carnage was ready and snagged Spider-Man by his leg, pulling him toward the fire.

"If I'm gonna burn, then I ain't going in there alone," Carnage said as Spider-Man tried to break free. Carnage willed his free arm into an axe and snarled, "How about a little trim, man?"

Spider-Man suddenly blinded Carnage with webbing but still couldn't get free. Carnage still reared his axe hand back and was primed to deliver the final blow. Maybe he'd miss the target. Then again, maybe not. Carnage opened his needled maw and roared before Venom appeared out of nowhere and swung his massive feet into the villain's chest. The momentum sent Carnage flying right into the furnace, into the fire. Spider-Man quickly closed and sealed the grate shut with webbing. Carnage, or at least the symbiote, could be heard screaming in protest as he was incinerated. Spider-Man backed away from the furnace as the alien's screams of protest died down.

"Well, that was fun, and for once, my suit wasn't torn," Spider-Man quipped, unknowingly backing into Venom, who was growling. "Are you serious?"

"Dead serious," Venom drove one fist into his open hand and snarled, "It's time to finish what we started."

Spider-Man backed away and defiantly said, "Alright fine! I've still got plenty of fight left."

Before Venom and Spider-Man could come to blows, Ashley arrived and said, "No, Eddie. Don't do it. Please!"

Venom was so tempted to tear into Spider-Man, but the symbiote receded from Eddie's face. "I won't do it, then."

Eddie was ready to leave but Spider-Man stopped and held out his hand. "I owe you one, Eddie. Thanks for saving my life."

Eddie slapped Spider-Man's hand away and said, "I don't want or need your thanks. Tonight doesn't change a damn thing between us," Eddie went face to masked face. "The next time we ever see each other, all bet's are off," Eddie moved closer and whispered, "In the meantime, you'd better take care of your child."

Eddie jumped up onto the wall and ready to depart, but Ashley called, "Eddie, you don't have to leave. I can still help you."

Without looking, Eddie said, "You can't help me, Ashley."

Tears were forming in Ashley's eyes. "Eddie, please don't go. Please!"

Eddie glanced at Ashley for a final time and, as the symbiote slowly enveloped his face, he said, "I'll always love you."

Eddie's face disappeared, leaving only the face of Venom. Without another word, Venom swung away into the night. Ashley sank to her knee and broke into tears. Spider-Man was probably the most confused he'd ever been in his life. He was both shocked and amazed that Venom just left instead of finishing that he started so long ago. For whatever the notion was worth, at least the city was once again safe. Carnage was gone forever, and hopefully, so was Venom. At least Spider-Man hoped!

Author's note: Another chapter finished, and that spells the end for Carnage, and Stan Carter. There's still one last chapter coming up followed the CAST chapter, so let me know what you think.