AN: So I've been busy working on Spider-Man: A Different Web. This chapter is a little shorter than the others thus far, but that is because the editing was a little harsh. To much of nothing. I want this story to be more engaging and exciting.

Chapter 3

Venom crept along the desert floor slowly. Above him Valkyrie flew against the night sky. The two were as stealthy as possible. Valkyrie was high enough to avoid being seen by the naked eye, and small enough to sot be seen by radar. Remembering his training from the Army, Agent Venom kept his five S's minimal (shape, shade, shine, sound, and silhouette). Once they got into The Catacombs, they could afford to be more offensive, but outside, ULTIMATUM had the ability to lockdown the outside very well once if they got so much as a hint that they were under attack.

Valkyrie reached to touch her hand to an earpiece. "Venom, how are you?" She asked.

"Almost in position. I'll tell you when I get there." He responded, all business.

Venom had been crouch walking along a ridgeline, just out of sight of the entrance to the Catacombs. He started to high crawl with his HK417 in the crook of his elbows. The last 100 meters took him to an over watch position with a perfect view of the entrance to what seemed like a small warehouse with a number of SUV parked in front of it. The warehouse, almost 300 meters away, had four guys in front of it.

"I'm at Position Tin." Venom said into his radio.

"Ready." Valkyries responded.

"Engage in my first shot." Venom ordered.

He looked through his optic down toward the ULTIMATUM terrorists. The lower optical zoom of the ACOG didn't allow for him to see many details, but he was able to see that they were wearing their identifiable white uniforms with black berets and body armor. The important thing that he was able to see was that they were armed.

"Four targets with weapons. Patrolling in front of the Catacombs entrance. Confirm targets?" Venom said.

"I see them." Valkyrie said.

Venom gave a small sigh. He was still used to radio protocol from his days in the military. Radios didn't exist in Asgard, so Valkyrie wasn't accustomed to radio etiquette. But it was a small thing for him, considering their sometimes less than professional relationship.

He lined up his rifle and aimed the chevron of his ACOG onto the head of the first terrorist. He let the air out of his lungs, and gently depressed the trigger. The crack of the rifle sounded out over the desert, and the back of the man's head exploded, leaving a massive blood spray pattern behind him. The recoil of the rifle settled down and Agent Venom was able to see Valkyrie slam down onto a second gunman, knocking him out. Venom turned his battle rifle and fired on a third man, killing him briskly with a controlled pair of bullets to the chest, the armor unable to stop the armor piercing rounds that Agent Venom had loaded.

Valkyrie raised her shield to deflect gunfire from the last ULTIMATUM gunman. The bullets safely deflected away, she thrust her spear into the neck of the shooter. Arterial spray was limited as the spear was wedged so deep. When Valkyrie pulled it out the man fell over and the blood began to pool onto the ground beneath him.

"I have secured the entrance." Valkyrie said.

"On the move to your position." Agent Venom said.

Venom ran over there in less than two minutes. Valkyrie was holding open the front door, and Venom walked over and went through the entryway with his rifle raised. As he scanned of the lobby that he remember from the blue prints he quickly determined that they were no ULTIMATUM soldiers in the room. Venom and Valkyrie unlocked the lobby elevator from the front desk, then walked into small metal cube.

"They're gonna be waiting for us." Agent Venom stated as they descended down into The Catacombs.

"Get behind me. I will defend us." Valkyrie stated firmly, lowering herself and her shield into a defensive stance.

"Roger. I'm going to shoot over your head, so don't stand up. Just move forward and keep the pressure up." Venom said.

"Who is this Roger you speak of?" Valkyrie asked confused.

Agent Venom starred at her for a second, then shook his head. "Don't worry about that now. Just don't stand up."

"You must describe who he is later." Valkyrie said and readied her shield.

The elevator door opened. As expected, ULTIMATUM foot soldiers were waiting and open fired with M4 carbines. Whatever Asgardian metal made up the shield absorbed the impact of the bullets with no difficulty. Behind Valkyrie, Agent Venom started to return fire. Moving his field of fire from left to right, the hallway was quickly cleared as Venom killed four more terrorist.

The two hero's moved out of the elevator down the hallway toward where it reached a T-intersection. As they got closer, two more gunman came around each corner. These guys were armed with a combination of three M4's and a Remington 870 shotgun. Venom stood steadfast behind Valkyrie, and shot through the rest of the magazine. One of the shooters was still alive though so Venom pulled his .50 caliber Desert Eagle out of his thigh holster and shot the last man in the head.

"They seem to be using four man teams. Various weapons." Venom said as he reloaded a fresh magazine into his battle rifle. ULTIMATUM used very similar tactics to what the military used. They may have been a terrorist group, but they were well equipped, and adequately trained. "We need to get to the weapons locker as fast as possible."


A large squad of ULTIMATUM soldiers sat in the security room of The Catacombs. The soldiers occupied all of the desks in the room, each of which had a bank of computer screens connected to cameras that covered different sections of the underground facility. Amongst the desks the desks, a man dressed just like the rest of ULTIMATUM members, but he wore a black cape as well, and went by the name Carl. He was the one in charge of the raid on The Catacombs.

"What is the status of those alarms that just went off?" Carl asked with urgency.

"Sir. Over here." One of his men waved his hand to get attention.

Carl walked over to the monitor. A video clip of the psychotic symbiote Carnage tearing through a number of his men in brutal and bloody fashion. The sheer level of violence was absurd for even the average professional killer such as himself.

"Where is this happening?" Carl asked business like.

"This was in the housing section. There is some good news though." The man at the desk said.

"What is that Liam?" The ULTIMATUM leader asked.

"Carnage also killed the last holdouts of military personnel there." Liam said cheerfully.

"Well that is of some help. What else is going on?"

"We have this footage of two intruders coming in through the elevator entrance." Liam showed Carl the footage of Venom and Valkyrie shooting up the hallway of their initial entry.

"Well, well. That looks like and Asgardian. What I want to know is why Venom is helping her, and why is he using guns?" Carl asked out loud.

"Maybe Venom is here to kill carnage?" Liam offered.

"Perhaps. Either way, we now have more going on than initially planned. How long till we open the security and weapons lockers?" Carl asked.

"A few more minutes. Fifteen tops."

"Once you get in, get thermal and sonic weapons. Those are the most effective against the Symbiotes. Also get a few high energy weapons for the Asgardian. They are remarkably though to kill." Carl ordered.

"Yes sir."

Carl just stared at the two sets of repeating footage. He wasn't expecting nearly this much of a fight, but there were powerful beings in the world they would need to defeat if they were going to overthrow the world order. These three would have to serve as a test.


Carnage walked the hall with a smile on his face. There was immense pleasure for him in killing members of a radical group that was hell bend on overthrowing all governments in favor of a new world order. The red of their blood over the beige wall and their white uniforms adding life and color to the rooms as death filled the halls.

But the thing that actually excited him was a familiar buzz in the base of his skull. A tension in his stomach. Itching in his claws. It was the feeling he got when Venom was around. And oh, how he wanted to kill Venom. How he wanted to tear the symbiote from his body, the rip the flesh from his bones, and suck the life blood out his torn throat.

The thought of all of this happening, the chaos, the destruction, the…carnage. It made the villain cackle with glee.

AN: I'm not gonna give up on this story. It may not be as written as fast as ADW, but I'm not going to quit. Big thanks to Celgress, you beautiful person. Also thanks to neverending000. You guys reviewing matters to me.