"God, save me. God, save me…"

A man hid inside his car. He was trying not to breathe too fast, yet his heart was in his mouth. He had seen a monster outside—big, red, an abomination and saw little carbon copies spawn from him.

He was hearing shouts, screams, sounds of glass shattering, metal crushing, rock smashes, all making him fear for his life. He wanted to run, but he was afraid. How many were already dead? How many had escaped? He was too afraid to look out the windshield.

Something slammed his car. The man gave a whimpering yelp he felt the car tip a little. "Oh god! God!"

He closed his eyes, feeling his time was up.

Outside his car, a dent had performed. In the dent was a battered Spider-Man. He was bleeding from many small cuts. His costume was shredded especially in the abdomen. An ugly bruise was prominent under a skin full of faded scars and healed wounds. Carnage had hit him hard.

"H-hey," Spider-Man said, looking up. "Come, come at one at a time. I promise I will treat you all fairly."

His body hurt. Everything hurt. He was feeling lightheaded. No matter how much he hurt, he never had a tolerance for pain.

Three Carnage spawns observed him, a few feet ahead of him. They didn't talk. They looked like smaller forms of the symbiote. The good news was they were weaker. Bad news was they were faster.

Spider-Man shot a web-line at the closest one's face, but it dodged his head. It didn't see another web-line was shot from the other hand and it was blinded. Spider-Man pulled it and delivered a powerful punch to its jaw.

It flew away from the force and dropped without moving. Soon, it lost its form and spread on the floor like a puddle.

Spider-Man knew it would get up. They had done it just a while ago. But he had no time to rest like it did. Soon, he was weaving under the frantic slashes of the other two symbiotes. They turned their hands into spears, hammers, axes, whips and kept up the barrage with fast movements and reactions to match him.

For God's sake, spider-sense, I need you here!, Peter thought as he snap-pressed his shooters. "Have some web-balls, you—what? No! Not now! Not now!"

The web-shooters did nothing. They had become empty.

"Why didn't the spider give me my own webbing?"

Spider-Man jumped away from the two, but then his left leg was grasped from behind.

The third one's up!, Spider-Man thought.

Spider-Man was slammed into the pavement. He cursed as his back started to scream at him. His body told him to stop moving, but he knew it would lead to his death.

"Can't sleep…must get up…"

Spider-Man was lifted to the air. His leg was still being held. "Oh…"

Spider-Man recognized the movements. He was going to be slammed again. Spider-Man pulled his torso to his knees. He grabbed the red tendril and ripped it with his bare hands. The creature screamed as Peter landed in a crouch.

No way I can take all three of them at once. Must get them together.

"Come here to Spidey," Spider-Man said, beckoning them with his hand.

As they moved to strike, Spider-Man leaped back. He felt tired, but he dodged as best as he could. He had to make sure it seemed like he was confronting them and not trying to take them in a certain direction.

Laura, where are you?

He looked around and found her some feet away. Laura had a metal pole in her hands. Spider-Man watched wide-eyed as she bashed one of the symbiote on the head and then, hit the another so hard, it was flung to the wall.

Spider-Man made a bee-line towards her avoiding claws and teeth. The three of the symbiotes were fast, but for coming from the same host, their co-ordination was bad. They hit each other, but they didn't seem to mind it. Now as Spider-Man thought about the mentality of the host, it was not very surprising to him.

Soon, he fell aside Laura. He had little time. He took out fresh cartridges from his hidden pouch. "Hey there, partner."

Laura eyed him, trailing her eyes up and down, pausing momentarily at the bruise on his stomach. "Jesus, you look like shit."

"I think I look a lot better than that. Are you okay?"

Laura's jacket looked like a cloth hanging to her body. One of her sleeves was tattered and seemed it was being held by a thread. Claw marks marked her upper and lower body, yet Spider-Man saw no wounds on her. She also didn't seem any tired.

Of course, the daughter of the Wolverine. Why don't I have a healing factor this strong?

"I will be fine," Laura said and saw the three symbiotes approach. "It seems you brought company."

Spider-Man reloaded his shooters. He felt a lot better already. "Yeah, with good reason. Symbiotes are weak to high heat."

"How does it help us?"

Spider-Man made a hand gesture to the side. Laura saw a garage and knew what he meant.

"We need to get them together to make it count," Spider-Man said, flexing his arms. "I am the decoy. Wait for the signal."

Laura ran to the garage. The symbiotes were going to follow her, but Spider-Man was not having any of it.

"Hey Carnoobs, heads up!"

The three Carnages were hit by the whole metal pole. They screamed at Spider-Man. The other two Laura had been fighting had reformed.

Spider-Man stood, three before him and two behind him. He gave a small breath, his body was full of sweat. He was anxious. He had a plan, but it needed to be laid first. There was no option for a mistake. Come on, Parker luck. Not this time, not this time…

"Group hug?" Spider-Man shrugged.

All five of them attacked him. Spider-Man ran to the two behind him first as fast he could. He punched the first before it could react and kicked the other in the neck with enough force to shatter a bone of a person. Spider-Man stuck his hand on both their chest and threw them like rocks at the incoming trio. Two of them were hit and tumbled down.

The third one made a giant hammer and swung it down on Spider-Man. Spider-Man didn't move away. He stopped the hammer with just his left hand's fingertips

Carnage looked surprised before it was given a solid uppercut. He soared up and fell down like a rock, groaning, and moaning.

"Hah!" Spider-Man blew air from his mouth. "You all five and a single wounded me. How embarrassing. You clowns should give up this career and become exotic animals in some zoo."

All five got up. They were not laughing anymore but shaking in anger. They were growling and gnashing their teeth and looked close to rabid dogs. But, they were not acting like Spider-Man wanted and it made his heart drop. Then, it hit him.

Spider-Man started playing with his nails. "Psshh, Venom was better, you know."

The symbiotes gave a deafening scream. Their bodies lost their shape as all five of them started to fuse with each other. When they finished fusing, the symbiote appeared like a giant. It towered over Spider-Man had four arms, all transformed in some sort of bladed weapon.

It ran straight at Spider-Man, a lot slower than it's counterparts. Spider-Man gave a smirk under his mask as he aimed both his shooters at it. The carnage behemoth didn't care and kept advancing.

"Eat this," Spider-Man said and pushed the trigger on his palms.

Its face got covered in webs. The symbiote pulled at it, but unlike before it didn't come off. Carnage pulled more and more, but the web was stronger somehow. It was more bulkier. It stopped running. It pulled at the web, and when it didn't come up, started to screech in fury!

Spider-Man started to circle it, spraying more and more webbing. It could not do anything but tried to slice the webbing. It didn't work at all. It watched helpless as it was slowly bound in a big cocoon of web.

"Laura, now!" Spider-Man called out, his web shooters running empty.

Spider-Man saw Laura overhead, two cleanly cut jerry cans in her hand.

"I have something for you," Laura said with a cold look.

She landed on top of the cocoon and poured the contents of the cans all over the struggling symbiote. The webbing absorbed the petrol and became loose. Carnage started to thrash all over when it recognized the smell.

Laura jumped off and Spider-Man saw a lighter in her hand. She lit it and threw it at the cocoon. When the flame touched the web, it burst into a huge pyre. Black smoke rose from the top while red hot flames embraced the web. Inside the cocoon, the Carnage spawn screamed in agony. The heat of the fire was inescapable. Soon, it fell to the ground, writhing and crawling at Spider-Man until it stopped. The fire burned the symbiote to ash and smoke.

Spider-Man huffed. It didn't make him feel great, burning a part of symbiote in this way even if it was a mindless and soulless monstrosity. It had a sense of pain and had been burned alive.

A hand was placed on his shoulder, waking Peter from his thoughts. Laura looked at him with a strict face, but Peter knew she was hiding. "Are you fine?"

Spider-Man remembered the pain in his body. "Beaten, but not broken."

Laura seemed unsure, giving him a look over. His suit was cut all over the place. He was battered, bruised, cut, and blood was dripping down his black web designs. She was surprised he was standing straight.

He smelled of sweat and blood. But Laura smelled something else in him. Something which confused her to no end. She smelled fear on Spider-Man. The fear of getting hurt, fear of dying, he reeked heavy of it.

"Let's go and help old Wolvie now, shall we?" Spider-Man said, gesturing with both his hands.

Laura was more confused more by how he was behaving. He acted like a clown most of the time, yet other times he was different. Laura decided it was not the time. "Okay, follow me."

Spider-Man gave a salute. He jumped and shot a web-line except the device shot nothing and Spider-Man landed back to the same spot. Laura gawked at him with the most flabbergasted face she had ever made in her life.

Spider-Man turned his back to her and changed his cartridges. "That was not embarrassing at all."

Despite herself, Laura gave a small smirk. "I thought you had filled your cartridges before."

"Uh yeah, I did. They were special cartridges. They had stronger webbing as I showed earlier. They are more dense so, I can only fill so much in a single cartridge," Spider-Man said, pulling on his gloves and added in a whisper. "Plus expensive. I don't have any more money to make another…"

"Hm, ingenious of you. We should get going."

Spider-Man nodded. Spider-Man took to the skies while Laura sprinted ahead. Spider-Man followed impressed at the speed he was showing. He wondered if he could beat her in a foot race.

They kept moving until Laura stopped a few feet away from a grocery store. The front of its glass window was smashed. Spider-Man landed aside Laura and before he could ask her anything, his spider-sense tingled.

Against his reflex, he pushed Laura away from him and saw a high-speed body being flung straight at him. He also found out he was too late to dodge.

Spider-Man gave a despondent sigh. "This is just cruel n—"

The body hit Spider-Man hard. Not the stomach again!

Spider-Man hit the ground with the body falling on top of him. His breath was forced out of him and he grabbed the body in the confusion. They both rolled away until finally striking a metal pole.

"Ow," Logan's voice came weak. "I am gonna feel that for a long time."

"Logan, you are too, too heavy. Get off."

"Let me heal first. The thing went crazy in a moment."

"Must be cause it's knockoffs have been offed."

"Nice."

"Get off, I am dying."

"Logan!" Laura said coming into view.

"Laura, my angel, you have come for me," Spider-Man wheezed out.

"Stop flirting with my daughter," Logan said as Laura pulled him up to his feet.

"I hope he is not right, Spider," Laura said, raising her eyebrow.

"Yeah, gang up on the good guy," Spider-Man said as he tried to get up. He nearly fell forwards both Laura and Logan caught his arms.

"Stand by us, webhead," Logan said with worry. He saw how destroyed he was looking. "Or maybe you should sit this one out."

"No, I need to end this. People are gonna get hurt. It is my responsibility."

Spider-Man stood up straight.

"You really love acting tough, don't you?" Laura asked.

"I have to," Spider-Man gave this as a reply before his spider-sense started to tingle.

Carnage came out of the store and he looked the closest to what hurt could look. There were visible slashes on his chest which were not healing. Several places it was shaking as if trying hard to maintain form. There were no more weapons in its arms, just claws. But, the smile was still there. It was there.

"You. You will die, Spider-Man. We will prove Carnage is better than Venom. Your death will be our proof. Then, we shall feast!"

Sickening laughter was heard all over the street.

"I think I have heard enough," Spider-Man said, narrowing his eyes.

"Took the words right out of my mouth, bub."

"This fucker owes me a jacket."

"Tuh, tuh, language."

Carnage jumped at them bringing his arms down. All of them dodged, Spider-Man started to shoot web pellets at it, while Logan and Laura tag teamed it.

"Don't you just love family bonding, Carnage?"

"Shut up, bug."

"I love it when they say it."

Carnage dodged the metal claws which tried to hit him. They were sharp and strong. They pierced his skin. They were sharper than the weapons he made. "I will take those claws from your dead eaten bodies!"

Carnage sharpened his arms and impaled both Logan and Laura on them. They cried out in pain when they felt the symbiote was trying to enter them.

"No! No!" Spider-Man's heart dropped. He shot two web-lines to Laura and Logan and gritting his teeth, he pulled them. "I am so sorry about this."

Both screamed as they were pulled out of Carnage's arms. Spider-Man caught them and laid them on the ground. Both were still in pain as Spider-Man saw the red fluid of the Symbiote had entered into their bodies. Peter didn't know what he should do right now. "Guys, hold on. I, I will fix this."

When Spider-Man saw Carnage approaching, he lost it. "Carnage!"

Shooting two web-lines on its chest, Spider-Man pulled on them to kick him. Carnage caught him and raised Spider-Man to throw him to the ground. Peter shot another web-line to the ground behind and pulled, tumbling Carnage upside down.

Spider-Man started to punch Carnage to a pulp. Carnage stabbed Spider-Man in the arm. He took out the appendage and stabbed Carnage with it, making it laugh instead.

"You murdering sociopath! Leave them alone, you hear! Leave them before I pummel you to death!"

Spider-Man kept hitting Carnage over and over until his hand was caught from behind. He looked behind and saw it was Logan.

"Logan?"

"It's me."

"I thought-"

"Healing factor. Purged the red shit out."

Logan's stomach had healed, but his clothes still had a hole in them. Laura came, too her shirt with a hole of its own. She had discarded the jacket. "We are fine. We have a healing factor, Spider-Man."

"I, I," Spider-Man could not form any words. Relief washed over him until Logan's eyes bulged out.

"What the hell?" Logan said watching past Spider-Man.

When Peter turned, he didn't saw Carnage. There was a blond man present out-cold instead of the red monster. He had red veins all over him. "This, this is the host."

"Host?" Laura asked confused. "What do you mean?"

"The symbiote is a creature which bonds to a living organism, sticking to your body like a second skin," Spider-Man said, standing up. "Honestly, if you ask me, it is more of a parasite."

"Ah, hence the name," Logan mumbled and then made a confused face. "…Where's the symbiote, then?"

Laura took a stance, trying to find the red goop. She smelled it on the unconscious man but nowhere else was she getting more signals.

"It's right here," Spider-Man said, making a gesture to the man. "The symbiote—it, it is inside of him."

"I thought you said it was like a second skin…" Laura asked.

"I thought too," Spider-Man said and somehow didn't care. He fell backward. The last thing he saw was Laura's horrified look.

Peter heard the rain. It was rhythmic and peaceful. A thunder cackled along somewhere. It's noise covered the sound of the rain until the rain was back again. He felt so light, so relaxed. He remembered a burden, a burden too large, too heavy. He didn't want it. He wanted nothing to do with it. But he knew, he needed it.

The lightness started disappearing. His relaxed mind in the state of a still pond was being pelted by rocks, disturbing him, creating chaos.

In a sudden moment, he was pulled out somewhere. The lightness was gone and he felt his weight. He felt a bed and pain on his arm.

Peter opened his eyes to see Laura bandaging his hand. His gloves were taken off and there was a bowl on the side of the bed and a bottle of antiseptic.

Peter moved his other arm to rub his mouth and felt skin. Gasping, he grabbed at his face.

"Don't worry," Laura said, pressing his chest to not make him move. "I just pulled it to your nose for you to breathe properly."

Spider-Man gave a sigh and fell back down. He closed his eyes and sucked in when his arm started flaring and everything else. "Oh God, every part hurts. Even my cheeks. Talking hurts."

"Just stop talking then. Jesus, you talk too much."

"One of my charming qualities," Spider-Man said. "Where's Wolverine and where are we?"

"Logan's gone to bring more medicine. As for the place, don't you remember your apartment?"

"Oh, you are right. How could I forget the run down look," Spider-Man joked.

"Not funny."

"I know."

Both stayed silent for a while. Spider-Man listened to the wrapping of bandages and heard the rain outside. So, it started raining again.

"Thank you," Spider-Man said.

"Huh?" Laura looked at him, still doing her work.

"If you weren't there, I would not have been able to stop the five red dwarfs. So many would have been injured or dead. So, thank you."

Laura didn't know what to say. She felt like she had not done any great deed. She just did what she did. "I didn't want to help though. I wanted to get out of here. Logan made me stay."

Spider-Man nodded. "It was not your business and I won't hold it against you."

"You won't?"

"Yes. It is not your city nor your problem. But during the end, you were helping me a lot. Constantly asking if I was fine"—Spider-Man clasped his hands—"My hero."

Laura rolled her eyes at his antics. "I don't understand if you are trying to make feel better or make me feel annoyed."

"Why not both?"

"I can stab you now."

Spider-Man chuckled. He then remembered his arm, where Carnage had stabbed him. It was not hurting anymore. He brought his hand to the place and pressed.

"Owowowow, yep it still hurts."

"What did you do that for?" Laura asked in a deadpan voice.

"I thought it was not hurting."

"And your first reasoning was to poke it?"

"I just woke up," Spider-Man said. "What happened, by the way? Carnage, where is he?"

"Don't move. You will injure yourself further," Laura said in a strict tone. "Carnage has been taken away. Right after you were knocked out, the police had arrived and nobody was injured."

"Except the woman," Spider-Man said in a soft voice.

"Yes," Laura said. "She was dead."

Spider-Man stared at the dirty ceiling, wondering if he could have saved her. The truth was, he couldn't. There was no way he could have been there. He could not save everybody no matter how much he tried. He couldn't be everywhere. His powers felt worthless to him. The vacant eyes and the torn neck came to his mind.

"Don't think about it, bub," Logan said, entering the room, drenched.

Spider-Man didn't even hear him enter. "Hey Logan, watch where you walking. You are making my pad wet."

Logan ignored Spider-Man's joke. He knew he was changing the subject. "You always try to do the right thing. That is what matters the most. You hold others before you, Spider. Don't think it was your fault. You saved all those other people remember?"

"Laura helped me."

"Yeah, she did. But, you did save those people."

"You did make the plan to burn them," Laura added in. "I was struggling to fight them. Cutting them was not working."

Spider-Man smiled under his mask. He was still not convinced, but it was nice to hear somebody praise you. "Thanks, Logan, Laura."

"Anytime, bub," Logan said and gave a look towards Laura.

"…You are welcome," Laura said, looking anywhere except Spider-Man's direction.

"So what will you guys do now?" Spider-Man asked.

"We were going to wait until you got better," Logan said, leaning against the wall, but stood straight back up when he remembered the dust. "But you don't look in good shape."

"Don't worry about me," Spider-Man said, sitting up while Laura protested. "It's okay. I have a healing factor too, albeit weaker than yours. You can go. You don't have to worry about me. I am just sorry your trip was not so amazing."

"Wasn't your fault and are you sure us leaving?" Logan asked, not liking it all all.

"Yeah, as I said don't worry. Also, I need to get back on my patrol. The night is still—"

"No," Laura said firm, grabbing both Spider-Man's shoulders, stopping him from trying to stand. "You are hurt. It is raining outside. You will reopen your wounds and bleed to death. The city has cops, right? Let them it handle this time. You just rest."

"Laura, I can't really—" Spider-Man tried to protest, but two sharp claws popping in front of his face stopped him.

"I was not asking, Spidey," Laura said, looking downright scary to Spider-Man.

"Better listen to her," Logan shrugged.

Spider-Man grabbed his chin in a thinking pose and murmured to himself.

"Well?" Laura asked, feeling hopeful. "What are you thinking?"

"About how to outmaneuver you two and fly out the window," Spider-Man said earning him a look of annoyance from Laura and a face-palm. "Okay, okay, jeez, you two are stubborn."

"Oh, pot calling the kettle black, are we?" Logan joked.

"When is this joke from? The caveman Wolverine made it?" Spier-Man returned with a chuckle. "Well, come back any time two. Next time, you will have a master guide to show you New York."

"Appreciate it," Logan said.

Laura still looked unconvinced.

Spider-Man gave a sigh and held up his pinkie. "Here, I pinkie swear you."

Laura looked at the offered hand and kept staring at it like in a trance. Spider-Man sat there wondering what was going through Laura's mind. Her face had a sense of nostalgia and sadness to it. Slowly she brought her hand and hooked her pinkie with his own.

As quick as she did it, Laura stood up. "You better keep your promise."

"I won't cheat my friends," Spider-Man said, smiling under his mask.

"Friends?" Laura asked with a raised eyebrow.

"Well, uh, yeah friends… if it is okay with you."

"Friends…" Laura thought of the word and gave a hint of a smile. "Sounds nice."

"Great then," Spider-Man cheered.

"Stop hitting on my—"

"For god's sake, Logan!" Spider-Man said, flustered.

Peter took off his mask. He still laid in his bed. He tried to listen to the wind and heard the dim sound of a bike. The sound faded, indicating his two partners were gone. Peter sighed. He wondered how they managed to bring him here, holding him in a bike while he was unconscious. Then, the real question hit Peter.

How did they get me into my apartment?

Peter face-palmed. It was rather an easy question. They climbed, from the wall. Giving a sigh, Peter took out his phone. It had survived the scuffle and Peter could have cried right now. He checked the time and saw it was close to midnight.

"Well, I think I will sleep here today. Honestly, I don't want to move."

His wounds flared from time to time. Logan had brought some painkillers with him, but Peter didn't like them. It made him feel too groggy in the mornings. He decided to let sleep do the work.

Before he fell into sleep, he had an idea. He started to press a few buttons on his phone with a smile.

The sound of the engine rattled the seat. The road passed by in a blur. New York was left behind a small light in the dark of the night. Laura sat at the back, her hair starting to dry in the wind. Logan sat driving his bike back to Bayville.

"Sorry, Laura," Logan started. "I wanted you to have a peaceful time and I just brought you to one."

Laura enhanced hearing made her hear him clearly along with the regret in his voice. "No, Logan, you didn't know so it doesn't matter. And it was not so bad."

"Yeah, Spider-Man is nice, isn't he?"

"Yes—wait, no. I didn't mean him," Laura said indignant.

Logan rolled his eyes at her denial. He then felt a vibration in his jacket's pocket. "Laura, your phone is ringing."

Laura fished out the phone from Logan's pocket. A mail attached with a picture was sent to her. Her eyes grew wide and a gentle smile formed on her face.

"What is it, Laura?"

Instead of answering Logan, Laura showed him the phone. "Damn, that is something."

"It's beautiful," Laura said and read the text:

Hope this one makes up for the bad trip, Laura. ;3

"Idiot."

After sending the picture, Peter closed his eyes trying to fall asleep. He then heard the police sirens call. He sat up as the sounds intensified and receded into the night. It was still raining.

"Maybe… just this once… I will sleep…"

Peter started to fall asleep. "Yeah, just this once… I shall rest."

The End

A/N: Thank you for reading my story. Please do review and share!