James Heller flew across the rooftops, using his infected radar to search for any surviving Evolved or regular infected. He had consumed Mercer and almost every other infected being shortly after, but he had to make sure they were ALL dead in order for the city to be safe for humans again, particularly Maya and Dana. Suddenly, his radar picked up something the same time he heard a scream coming from the same direction. He rushed at full speed to the scene of the disturbance and found a woman being held off the ground by her throat by some type of creature he'd never seen before. It didn't look like any of the infected ANYWHERE in the city, but it sure as hell wasn't human. It had a human-like shape, but was mostly red, looking like a human without skin, tendrils coming out of its back and a black face with giant and strangely-shaped white eyes, it also had sharp teeth and the hand that wasn't holding the woman looked like an ax.

He growled as he heard the monster laugh maniacally. "Aww, how sad! You survived a fucking zombie apocalypse, only to run into me! Wow, it sure sucks to be you!" It laughed and prepared to swing, but before it could, Heller shot his whip arm forward, impaling the monster through the arm. It screamed in pain, dropping the woman and managing to free its arm.

"I don't know what the fuck you are, but you look like you just stepped straight out of Hell. Now I'm gonna send you right back there!" Heller snapped.

The creature merely laughed again. "Ooh, looks like we've got ourselves a hero with a death wish! I'll be happy to grant it! Not that it matters, since you won't be alive much longer, but you can call me carnage!" Carnage snapped, lunging forward.

Background music: "Down With The Sickness" By Disturbed

As Carnage lunged, he shot forward a couple tendrils at Heller, who jumped back to avoid them. As he landed, Carnage elongated his fingers into long, razor-sharp claws and lashed at Heller, who turned his arms into giant, spiky shield, Carnage's claws bouncing off it and leaving him open, at which point Heller slammed the shield closest to Carnage into the symbiote, the spike elongating and stabbing the abomination, causing him to shriek in pain.

Deciding to switch up his tactics, Carnage leaped back away from his opponent and manifested axes from his body, which he repeatedly created and threw at his advancing enemy, who each time blocked or deflected it with his shields. Carnage growled in rage at his lack of effectiveness against his opponent. "Alright, then, tough guy, try this!" He shouted, shooting out a massive onslaught of tendrils at Heller, who once again blocked and the tendrils bounced off like everything else so far, but Carnage had planned on this. "Gotcha!" He said, the tendrils going around the shield and wrapping around his neck, arms, waist and legs.

"What the hell?!" Heller demanded, struggling and finding he was stronger than the tendrils, which only slightly limited his movements, allowing him to slice through all of them, visibly causing Carnage pain in the process.

"No way! I can hold that web-headed freak in place with HALF that many tendrils!" He said in disbelief.

"Is that all you got, punk? Mercer was stronger than that!" Heller taunted, turning his right arm into a blade and rushing in at Carnage.

"You're asking for it, man!" Carnage snapped, flinging more projectiles at Heller, who knocked them aside effortlessly with his blade. He finally got into striking distance and swung at Carnage, but the symbiote dove over the blade, now behind Heller and once again turned his hands into claws, slashing the former soldier's back. Heller shouted in pain and spun backwards, swinging his blade at Carnage, but again he jumped back out of the way, looking more like a massive streak of blood than what he is when he's normally standing.

(What the fuck is this guy?! He almost looked like liquid right there! I need to catch him and keep him in place!) Heller thought, turning his other arm into a claw, scraping it across his blade arm as a show of intimidation and to show he was serious.

The high-pitched sound of metal scraping across metal got to Carnage and made him growl in irritation, putting his hands over his ears. "Cut that shit out now!" He snapped.

Heller saw the irritation it caused his enemy and smirked, now having a new plan. "Don't like loud noises, huh? Then let's turn up the noise!" He said, walking closer and continuing to create the noise and further agitating the creature.

"STOP IT!" Carnage shrieked at his enemy. He had become less vulnerable to it than other symbiotes, but he wasn't immune to it, so while it can't take him down like it could to Venom, it was seriously agitating him and causing him pain. "ENOUGH!" He shouted, ignoring the danger he otherwise knew was there lunging at Heller, swiping madly with his claws.

Heller smirked at this blocked the claws with his blade, slamming his claw through Carnage's stomach. He then turned the blade into a claw and started tearing the symbiote apart, consuming him. He shuddered at all the horrific visions that came to him as the monster's memories became his. "Jesus! And I thought Mercer was fucked up! You came from some other kind of hell, freak!"

Reasons for the outcome:

1: Carnage is far stronger than Spider-man, due to his madness eliminating any sense of restraint normal people have, but Heller is still far stronger, as he was able to overpower Mercer, who can effortlessly throw a tank with one hand, which puts him somewhere in the hundred tons range of strength, whereas Carnage is likely more in the range of 10-to-20 tons, since Spider-man can still physically contend with him

2: Carnage has the advantage of projectile attacks and creating physical weapons from his suit, but Heller counters this by the superior defense of his shield.

3: Carnage's best advantage was being more mobile than Heller, as he CLEARLY has features that makes him less than a solid object (that's the best way I can describe it), as he is seen to move in masses no other solid object of the same shape could and he even once sent himself through the phone line. This would give him the option of taking somewhat of a "stick and move" type of battle style, but this type of style isn't ideal against Heller, as the infected of Prototype have on more than one occasion been shown to have a healing factor and are capable of coming back from the brink of death rather quickly, even without consuming something, as shown in the first game when Mercer collapses from confusion and exhaustion, is shot in the head, then gets up a second later to consume the guy who shot him.

4: Carnage has gained SOME resistance to high-pitched noises, one of the two main weaknesses of a symbiote, but he is not totally immune to it, meaning it could likely still harm and seriously agitate him. Once in an agitated state, most creatures will ignore any dangers to get whatever is agitating them to stop. This especially applies to Carnage, who is already insane and normally disregards most dangers and recklessly attacks without thought of personal risks to himself.

Next battle...

"I'm the best there is at what I do, but what I do ain't very nice!"

"What we have here is a chance for me to really cut loose." (Something like that, anyway)

(Wolverine vs. Superman. You can stop bugging me and Insieme Per Lat Vittoria about it now.)