What she failed to notice was a red creature made of what looked like bloodied strands of muscle was crawling out of a vent, hissing at the sight of her. Reforming into its monstrous abomination known to be Carnage, it sharpened its claws, morphing them to become razor sharp dangers as it took a stance.

The moment she looked around, Elsa was met with a blade through her arm. It's almost as if her brain needed a moment to even register what was in her arm, and once it had, she felt a burning pain.

"E-Elsa. L-L-Look."

Elsa let out a whimper as she backed away from the towering creature that seemed to constantly be trying to keep itself together. It let out grunts and growls as a face was being pushed through its black face, Conrad's head erupted out as he unleashed an angered roar as he glared at her. "LOOK AT WHAT YOU'VE DONE!"

The horrific visage of Conrad's face being contorted and forced back into its face as it unleashed a roar so loud it shattered the glass containers and vials. Elsa couldn't even scream, her entire body shook violently as blood spilt from the open wound. "K-K-KILL. YOU!"

Carnage's arm morphed and twisted around, snapping into the form of a large blade. A feral grin formed on its lipless maw as she simply stood there, but it was quickly stopped once it felt something collide with its abdomen. Being swiftly knocked into the air, a purple energy built around as the figure had punched Carnage hard enough to launch him through the building.

The bright purple glow began to slowly fade away as The Prowler pulled his arm back. "What in the fuck is that?", he mutters as his helmet hid his look of sheer disgust at the sight of such a horrid creature.

The Prowler turned his head and scanned Elsa, quickly using his claws to tear off a clean sleeve of hers and using it to bandage the wound. "I'll bring you to a hospital. Hang on.", he carefully picked her up, quickly drawing his modified sawed off shot gun and blasting Carnage in the chest as he attempted to tackle him with a screech.

"Nice try- what in the world?", the Prowler was shocked to see the creature stand up, the small hole seemingly being connected by tissue as it began to close. "Yeah, no."

The moment it healed the hole completely was the same moment Prowler threw a puck at it, the puck immediately exploded and splattered the red substance onto the area behind it. Using this distraction, The Prowler broke a hole through a wall and leapt away, catching himself with a grapple line as he swung onto a nearby building.

Conrad walked out... or what was left of him walked out. The red, slithering mass wrapped around his upper body and fully reformed Carnage as it let out an infuriated roar. It looked around before leaping away in a different direction strangely enough.


Bullet Spider stopped ontop of a building, looking in the distance and slowly turning his head. The thud of Dark Spider landing behind him, panting echoed in his ears. "What're you doing? It's-"

"She's fine.", Bullet Spider quickly stated, his eyes still following the movements of The Prowler despite the distance. "My buddy managed to get her, he's taking her to the hospital on Lexington. So for now, we're fine."

Dark Spider tilted his head in confusion, the black substance peeled away as Harry just scratched his chin. "How? How can you tell that?"

"When I got my powers, my eyes mutated to a point where I can see in night vision and zoom in on stuff like a telescope. Pretty confusing at first but now I got the hang of it.", Bullet Spider nodded as he pointed to his ears. "My ears help too."

"I thought you had Spider-Sense?"

"People keep saying this. What the fuck is a Spider Sense?"

"There's this rumor going around that the Bullet Spider has like this, weird ability to detect danger like Spiders have sometimes.", the Dark Spider says as the black substance wrapped around his head and created bizarre patterns before slinking back. "Like that."

Bullet Spider placed his hand on his hip, tilting his head in confusion as he let out a sigh. "I'm moving on from this. Anyways, Connors is still alive and is hiding somewhere, Elsa is being taken to the hospital for treatment, now... Carnage I guess is tweaking out over somewhere else."

Harry tilted his head as he began to scratch his neck. "I feel this weird... connection to it. Like I can see weird glimpses from its eyes randomly."

Bullet Spider snapped his head towards his direction, his wide eyes being obscured by the goggle attachments. "You're not bullshitting are you?"

"Nope."

"Good. That does at least give us some advantage.", Bullet Spider crossed his arms with a nod. "We can track it down with you, now let's go.", he says before performing a backflip and swinging away.

"Uh- Go where?", Harry asked as the black substance reformed around his face as he swung after him. With no answer, he let out an annoyed sigh as the two swung through the towering buildings of New York. "So, what's the plan anyways?"

"We meet up with my buddy.", Bullet Spider loop-de-looped on a pole and launched himself at high speeds as the Dark Spider glides behind him. "Then we plan shit out from there, he's packing some pretty good gear so he'll be vital in killing that thing."

"Wait, kill?", Dark Spider's black film retracted as a black tendrils whipped from his back, sticking to a glass window and threw him further into the air. "I thought we were gonna save him."

"I was going to, but after some careful consideration, it's better to put him down like the other mangy street rats.", Bullet Spider hissed, the sudden change of demeanor frightened him slightly. "You can't tell me that thing isn't just going off of whatever was going on in his fucked up head. There's not a person in that suit anymore."

Dark Spider pondered on this as he looked at Bullet Spider quickly zip to a corner of a roof, hopping off and onto the said roof. Only to see the Prowler was there as well, he quickly landed next to him and shot out a tendril at the Prowler who effortlessly flipped over it and kicked Dark Spider in the chest.

"Oh right, I didn't mention he was the Prowler didn't I?", Bullet Spider commented as he seemed somewhat amused at this. The Prowler's white eyes narrowed at him before flipping him off as Dark Spider scrambled to his feet. "He's cool, trust."

"Okay.", Dark Spider wiped the dust off of his costume and held his hand out. "I'm-"

"Harry Osborn, Dark Spider. Your middle school ass name sucks.", the Prowler coldly states, not even attempting to shake his hand before turning his head back to Bullet Spider. "The hell did I just see down there?"

"It's called Carnage, used to be some dude name Conrad Magnus.",

"Oh that guy? Yeah he was a piece of shit when I was still on the Fisk payroll.", The Prowler says with a sigh, remembering the less than pleasant interactions they had. "Question is, where is he going next? Not like we can track the piece of shit."

"Oh we can.", Bullet Spider gestures to Dark Spider. "His suit has some connection to Carnage, which lets him track him kinda."

"I retract any negative statement I have stored up.", Prowler gave him a thumbs up. "Now proceed."

"I can't really explain how, but I can actually feel him somehow. Like Bullet said, our suits may be actually connected so it lets me sense him.", Dark Spider said as he formed a third hand from his shoulder that pointed away. "He's somewhere that way."

"Alright. Then let's get going then.", Bullet Spider says as he leaps off the building without another word.

"Does he always do that?", Dark Spider asked as the Prowler looked at him and simply leapt after him, shooting a grapple line and swinging from it. The newest vigilante let out a sigh as he launched himself with a mass of tendrils.

"Hell are we gonna do when we get to him anyways?", The Prowler asked as he ran along the side of a building to keep up with them.

"Can't say for sure.", Bullet Spider rolled into a ball before swinging again. "Our best bet is to figure out what this thing is weak against. There's no way it's just invincible. Unless it is, HARRY, spill."

Dark Spider thought for a moment before snapping his fingers. "I think I remember Connors saying the Red Suit doesn't react good to electricity? I think. It was a long ass time ago and I heard it in passing."

Bullet Spider and Prowler let out a collective groan. "That'll have to do."


Carnage stumbled through an alleyway, its body slowly shifting and deforming before melting away and slithering back into Conrad's naked body. He looked up and his blood red pupils were immediately noticeable. What was using his face looked at his hands, images flickered slightly of a much earlier time.

The red substance wrapped around him again, but quickly molded themselves into a black shirt, dark red pants and poor imitations of a pair of shoes. "C-Can't-t. Need t-to feed.", his brain felt as if his neurons were firing all at once, this insatiable, unnatural and uncontrollable hunger.

Conrad could remember the people he had eaten. The men, women and children in that neighborhood stabilized the suit for a while... but now he needed more, far more, as if the suit wasn't satisfied with such a thing.

The Red Suit. He could feel it again, as if it was attempting to lunge out but was forced onto a leash. "The-the suit... I just n-need to k-kill them.", the red substance began to leak from his pores as he began groaning.

"HUNGER! FEEEED!", the Red Suit's distorted and warped voice echoed into his mind as the red substance began to slither around his arms. Conrad coughed as he kneeled over, he could hear the sounds of rapid footsteps approaching.

"Holy shit are you okay man?", a young man asked in concern as he inspected his body. "Someone call an ambulance!"

"The hell is going on over here.", a rather robust man asked as he looked at the man on the ground. "Shit, the guy might be having a heart attack."

"I-Ignorant. Ignorant sheep.", his eyes turned completely yellow as his body morphed and contorted, the red suit ripping itself out of his flesh and bones as he reformed into Carnage. Letting out a roar as the two men that stopped by sprinted away to no avail, two red tendrils lodged themselves into their spines.

Lumps began to form as it reaches the main body, the two men let out screams of agony as they began to gain wrinkles, their flesh sagging as soon they became a limp pile of skin, until only their clothes were untouched. "N-Never help. Anyone. P-pinnacle of... ignorance."

Screams began to echo through the docks as passerby's ran as fast as their legs could carry, quickly picking up their kids, animals or simply leaving them both behind as Carnage got on all fours and began charging at them. That was before a police car rammed into it, sending him into the Hudson River.

"What the hell was that?!", a police officer got out with a taser armed, a female police officer had a horrified look as she picked up the radio.

"W-W-We have a Code-0130. I repeat we have a Code-0130 down at the Hudson River. Suspect is uh... uh... oh my god.", her eyes widened as the creature began to rise from the water, black and red tendrils sprouting from its back as it seemed to perform the t-pose before letting out another loud roar.

"Freeze!", the male police officer, despite his knees trembling and almost giving out. He shot the taser, the moment the two cords connected, Carnage unleashed a pained scream, it's red flesh rippling as Conrad's face was briefly seen.

"I-IT! HURT! IT HURTS!", Carnage screamed as it reflexively swatted the police officer in half with a blade. The creature began to regain its form as it let out another roar, landing in front of the police car as the woman scrambled to get out.

Lifting the car up, it let out a slow growl as it crushed it. Blood leaking out of the truck as he threw it into the Hudson River.

"Electricity huh?", Bullet Spider's voice suddenly caught its violent attention as it whipped around and attempted to skewer him, only for the arachnid to pop his talons and slice through the tendril. "Nice attempt. Seriously."

"Y'know what?", Carnage failed to react to a drop kick by the Dark Spider, who caught him in mid air with his tendrils before slamming him into a nearby car. "Yeah, kill this motherfucker."

"Such language!", The Prowler mockingly stated as he was perched ontop of a light pole. "Even getting the collateral damage part, this guys really a natural."

"Kiillll you! DESTROY!", Carnage unleashed a surge of red tendrils through the ground, they slithered through before ripping brought the ground below Harry and sent him back, tearing through the light pole and slicing through the metal beam Bullet Spider latched onto, following up with a spiked mace that was thrown into his skull.

"Duly noted.", The Prowler calmly said as his boots glowed, allowing him to descend to the ground without harm. "And since you're weak to intense electrical currents.", he shot out his grapple line that was lodged into Carnage's side the moment it landed. A purple surge of electricity caused the suit to disperse from the torso up as both the suit and Conrad unleashed another scream of agony.

The purple electricity was bright enough it illuminated the surrounding area as Conrad's scream echoed through the streets.

"Ow.", Dark Spider managed to stand up using tendrils to support him, the stab wounds he had quickly closed up as he was completely healed in seconds. "Better.", launching himself over Prowler, he landed next to Bullet Spider and helped him to his feet. "What's the plan now, Chief?"

"There's an electrical grid in Brooklyn.", Bullet Spider rubbed the side of his head that was attacked. He had remembered his conversations with the people who kept it running whenever he passed by. "The Suit he has on doesn't seem to be a big fan of electricity, even shit like a taser, so might as well up the voltage."

"Smart.", Dark Spider nodded as he allowed the original spider to stand on his own.

"Prowler! We gotta lead it to the electrical grid in Brooklyn!", Bullet Spider exclaimed to his friend, who nodded as he retracted his grapple line and launched himself into the air. Shooting a grapple line as he swung away.

"Ugh...", Conrad managed to regain his composure as he saw the three masked vigilantes swing away. He growled as the red suit enveloped him, Carnage roared as he swung after them. Mimicking their movements perfectly as he landed on the side of a building and galloped across it.

"How the fuck did you make that thing even more mad?!"

"Comes with the job.", The Prowler says as he landed on top of a building before propelling himself off again. "It's a lot more fun when it's with people that aren't seven foot tall monsters."

"Kingpin doesn't count?", Buller Spider asked genuinely surprised.

"Pardon the new guy perspective, but HOW ARE EITHER OF YOU SO GODDAMN CALM?!", Dark Spider said as he managed to dodge the Carnage attempting to tackle him out of the air.

"Trauma?", Bullet Spider shrugged as he wasn't fast enough to dodge a tendril that slammed him into the asphalt. He rolled around before standing back up and running alongside the speeding cars, using them as springboards to propel himself forward only to be tackled by Carnage again.

"ABOMINAT-GRUH!", Carnage was about to scream again only for a glob of webbing to be launched down its throat as Bullet Spider clawed at him. Propelling him I got he air with a kick as he jumped after him, slicing through the red substance as Bullet Spider grabbed onto his face.

"Let's take a look inside!", Bullet Spider exclaimed as he attempted to tear through the suit only for him to be launched back into the streets below. The creature sprinting after him as he suddenly appeared next to him. "Is this how your wife felt?!", Bullet Spider growled as he began beating on its chest.

"Even before the suit you were always a fucking freak! I mean seriously, who do you think you are?!", Bullet Spider exclaimed as the creature roared at him. Shooting a red tendril at him only for the spider to catch it as he jumped into the air, yanking the monster forward and grabbing onto his neck, shooting a web line onto a car and slammed him into the asphalt as the car still sped through the streets to avoid them.

"Try and lead him to the grid! We'll prepare shit there!", The Prowler exclaimed as he seemingly walked through the air.

Shooting a thumbs up, Bullet Spider immediately jammed the taser into Carnage's neck. Causing him to release a pained scream as a tendril shot him off. "What about your kid, hmm?! How did it feel beating him? Or what about cheating on your wife and acting like she was the problem. Dick head!", mentally thanking the article he read, the creature roared even louder as Bullet Spider swung off.

"DISGUSTING ABOMINATION! GET BACK HERRREUAAAAH!", Carnage clawed at its face as he launched himself with red tendrils, using a car as springboard he chased after his adversary.

"Or what? You'll pour scalding hot water onto my chest?", Bullet Spider laughed as the creature seemingly got even more angered.

Swinging into the power grid finally, Bullet Spider seemingly disappeared as Carnage landed on the concrete platform that held the grid itself. "Come.. here."

"Stings doesn't it?", Bullet Spider's voice echoed as the creature spun around to attack only to be met with a drop kick by the Prowler, who suddenly vanished as the Dark Spider shoulder tackled him into the air. Carnage attempted to catch itself only to be slammed into the ground by webbing.

"The only reason you're working at Oscorp is because they have shit background checks.", Dark Spider taunted as he suddenly appeared down a straight line in between the generators.

"SHUT- SHUT UP! HARRY OSBORN! VILE LITTLE B-BRAT!", Conrad screamed through the red suit as he lunged at him, only to be tripped by a web line.

"Hah! What a fucking crock of shit!", Bullet Spider appeared in the air as he began shooting glob after glob of webbing at Carnage, which slowly began to envelop him into a cocoon as Prowler tore through a panel.

"Over here!", The Prowler exclaimed as the Bullet Spider adjusted the web shooters nozzle as the Dark Spider kept the writhing beast onto the concrete. Shooting a web line at the beast he another one at the Prowler, who caught it.

Connecting the two ends of the webbing together, Prowler connected the last end to then generator. Causing an electrical current to surge through the web line as Harry jumped away. Carnage ripped through the webbing as the red suit began to peel away from Conrad.

The Prowler took out a derringer from his pouch and threw it at his friend, Bullet Spider quickly caught the gun before aiming it at the abdomen at Conrad and shooting through it and his legs. The Red Suit managing to slice through the web line but lifelessly splattered against the ground.

The three vigilantes took several deep and individual breaths as Conrad lied, blood pouring out of his wounds as Bullet Spider threw back the gun to his friend. "Holy shit. Oh my god that was crazy.", the black substance peeled away from Harry's face as he fell onto the ground panting. "Holy fucking Christ."

"Mask on dumbass! Stop acting like you're a Disney actor that needs to take off his mask every five goddamn minutes to act.", Bullet Spider exclaimed as he rubbed his head.

"Yeah dude, that's like, the MAIN thing you learn once you put on a mask... or whatever that thing is.", The Prowler says as the three began walking away.

Bullet Spider instinctively saw time slow down in his perspective as his ears detected something, quickly shoving The Prowler out of the way aggressively. He was quickly met with a red blade puncturing his neck. "H-HURT!", the red substance that began to struggle to maintain its form once again grunted out.

The sight of his friend grabbing at the hole in his neck caused something to just, snap within the Prowler. He immediately got to his feet and lunged at the monster, purple electricity surging around his gauntlets as he punched Carnage hard enough to send it spiraling back.

"Oh shit! Ohshitohshitohshit.", Dark Spider quickly helped Bullet Spider to the ground as he gargled and choked on his own blood that rapidly stained his suit. "HOB-I mean- PROWLER- whatever! Get the fuck over here and help me!"

"Do it yourself.", The Prowler says as he kept beating on Carnage with electrified punches, pulling out his sawed off shot gun and continuously shooting at his head as the helmet hid his anger contorted face. "I'm gonna FUCKING KILL HIM!"

"DUDE! He's losing blood fast and I don't know what to- huh?", Harry's train of thought was interrupted as the black substance of the suit began to peel away from him slowly and involuntarily. "Wait. What?"

Mentally commanding the suit to come back, it failed as it wrapped around Bullet Spider as he continued to choke on his blood that he was quickly losing. The black substance tightly hugged against him as black tendrils wrapped around his neck, before smaller tendrils enveloped his face.

"Oh fuck.", Harry at this point realized he was defenseless now, quickly scrambling up he began running away... but this didn't go unnoticed.

Carnage very much noticed this, with renewed vigor he punched Prowler away as his body began to quickly regenerate. "KILL! OSBORN!", getting on all fours, he erupted into a mass of red tendrils as he swarmed towards Harry as Prowler vaulted himself over the creature and prepared to shoot again.

Or at least, he attempted to. Mainly due to the creature being thrown back by a massive black tendril as Bullet Spider stood up, the suit now forming a oily, jet black, skintight variant with a large white spider emblem on his chest along with white markings on his forearms with tear-drop shaped white eyes. "Hah! You weren't kidding! This does feel great!"

"J-Jona-", despite the shock, Hobie made sure to keep his name hidden as he recomposed himself.

"Take Harry outta here, I'll deal with this fucking freak.", the reinvigorated Bullet Spider, now in his new black costume says. Doing a few stretches as he received a look of disbelief. "The fuck are you lookin at? Get him outta here!"

The Prowler quickly nodded and leapt away, a grapple line shooting out and grabbing Harry as he dragged him along and out of the immediate danger.

"So, what say we have an actual one on one?", Bullet Spider said popping his knuckles as Carnage roared and lunged at him. The spider lifted his hand as black tendrils coiled around it before eh shot it out, multiple thick, black tendrils shooting out violently as he punched Carnage through the fence and onto the street, getting run over by a passing car that quickly sped away.

"Yeah! That's cool as fuck!", Buller Spider exclaimed, the black suit's tendrils quickly whipping back around as he leapt forward, effortlessly dodging out of the projectiles Carnage shot out and slammed him into the ground with a vicious elbow.

"That all you got?", he mocked as he began beating on the creature's face violently, he took note of one thing.

His punches were doing significantly more damage than before.

"Why didn't I think of it earlier? What happens if you punch hard and it doesn't work?", Bullet Spider spoked to himself as he dodged Carnage's attack to his throat as he kept violently beating on him. "You hit em REALLY hard!"

Despite the monster he's facing and recently recovering from a fatal injury. Jonah felt amazing, any previously lasting injuries such as his back pain from Rhino was just gone, he felt brand new.

"Come on! Where's that fight?! Weren't you trying to kill me just a couple of seconds ago?!", the black suited spider exclaimed with a psychotic grin under his mask as he grabbed the creature and threw him with enough force to send it through several buildings. "Don't make this too easy for me now!"

"K-KILL YOU! KILL YOU DEAD!"

"Yeah that's what killing does, good job! You pointed out the obvious!", Bullet Spider mockingly applauded as he shot out black webbing from his wrists. "And it shoots its own webs?! FUCK YES DUDE!", slingshotting himself forward he bared his talons through the suit.

"ABOMINATION!", Carnage roared as it leapt at him with ferocity, tackling him in mid air as Bullet Spider laughed.

"Yeah! There it is!", a black tendril formed from his pocket as it shot the taser at its abdomen. Carnage screamed in pain as Bullet Spider kicked him back down to the asphalt. "But I'm getting tired of this fucking back and forth. So."

Black tendrils swarmed around Carnage and restrained him, lifting him into the air as Bullet Spider pulled on its flesh. The red substance slowly began to wrap around and merge with the black suit

"Y-you're. KILLING. ME!", Conrad's warped voice exclaimed as Bullet Spider rolled his eyes.

"That's the idea. So accept your death like a fucking man.", Bullet Spider hissed as his eyes widened as the red substance began to pull away from his face, revealing a skinless skull. "Oh what the fuck?!"

The black tendrils threw him across the street, the red substance that clung onto the skeleton began to slither away and into the sewer entrance just below it.

"Huh...", Bullet Spider cocked his head to the side as he was just... shocked.


/End/