'Something wasn't right' Frank thought as he looked around the city. There was something going down and surprisingly it was right where he was heading: Aldera Middle School. Frank had heard how quirkless were treated there and he was going to teach them a lesson. Only when he reached the school he frowned as the windows were all blocked out and there wasn't any evidence of the students. He quickly pulled out one of the handguns he brought with him and pulled the hammer back before the sound of a door slamming open alerted him, he turned to see a girl who had a large puffy tail and a boy with a bowl cut race out

"HELP!" they scream before a yellow tendril shouted out and captured them, quickly pulling them back into the school. Frank ran at the door firing his gun at the tendril, making one of them drop the girl. He helped her up

"What is going on?" Frank asked

"These two people showed up, wearing suits made of goo and took over the school!" the girl cried. Frank nodded and hugged her

"Go, I'll deal with them" he said making the girl run off. Once she was out of range he put his handgun back "So Symbiotes huh?" he asked. He soon pulled out a SHIELD commlink and activated it

"What's wrong Frank?" Coulson asked

"I need Spiderman and Agent Venom at my location" Frank said

"Any particular reason?" Coulson asked

"I got intel on the location of the symbiotes Doom brought with him" Frank said as he pulled out and readied an assault r rifle. He then proceed to the door the students came out of and tried it, he was able to open it

"FRANK DO NOT GO IN THERE!" Spider-man said

"Wait for us" Agent venom shouted

"Negative, there are hostages" Frank said as he stepped in and killed the commlink. He looked around, his rifle in a ready position, he didn't see any sign of the symbiotes, all he knew was that they were dangerous, and Agent venom's suit spawned them, which was weird. That was weird to him, he moved slowly like his training taught him, once he got to a set of stairs as he swept the stairs and saw it was clear, he then continued on, hoping the spiders would be coming soon.


"THAT IDIOT!" Spiderman shouted a sand Agent Venom suing through the skyline. "He's going to die!"

"Question is what symbiotes are they?" Agent venom asked

"Does your symbiote know?" Spider-man asked

"I'm not sure" Agent venom frowned

"It could be any of them, but the one I'm most scared of is Carnage" Agent venom said

"So who would the other one be?" Spiderman asked

"There's Riot, Phage, Lasher, Agony and Scream" Agent venom guessed.

"Maybe we should have brought Eddie" Agent venom said

"You know he can't use the symbiote after he was with the Anti-Venom suit for so long" Spiderman said a bit down.

"Indeed, but I would feel better if Anti-Venom was with us" Agent venom nodded.

"Yeah man, me too" Spiderman said.


Frank was now continuing upstairs sweeping the area, as he hadn't found anything yet; but he knew they were in there somewhere. He frowned when he saw something shimmering on the floor. He withdrew his knife and scrapped a bit of it off the floor, and noticed it had the scent of dried blood coming off of it. The question of why there was dried blood in a school entered his mind, but he didn't have time for that, he had to find the symbiotes and the kids, he looked down at his knife and noticed it was clean, no sign of that dried blood. He frowned an put his knife away before reaching for his sawn-off shotgun, which he cracked open and slipped two new rounds into it and closed it; preparing for anything

'Something's not right here" Frank said as he looked around, not noticing the dripping red substances before it became a blood red and black slime covered figure. "Kasady" he frowned and turned to see Carnage standing before hi,. He aimed at the red and black villain, who turned his fingers into claws.

"Nice to see you Frankie, welcome to the nest" Carnage laughed as he turned his hand into an axe and swung at Frank, who fired at him

"Where are the kids?" Frank asked as he blasted at Carnage, who just took the buckshot and then whipped his gun out of his hand before destroying it.

"Why do I have a feeling that you're not alone" Frank said before red and yellow tendrils attacked him

"Right here" the other symbiote said

"Scream" he said frowned. "So Doom brought both of you"

"Yes, he did" Carnage laughed.


"There, that's Aldera Junior High" Spider-Man said

"What would Carnage want with this place?" Agent Venom asked

"I'm not sure" Spider-Man said before he noticed the school was blacked out.

"No, it better not be what I think it is" Spider-man said

"No way they made a Symbiote nest!" Agent venom said

"That is what they want" Spiderman said

"But why did Doom bring him along just to make a nest?" Agent venom asked

"I'm not sure" Spider-man said frowning.


Frank took cover and opened fire at the two symbiotes,

"I'll get him, brother" Scream said as she shot out her hair to try and get it, Frank smirked before he pulled the alarm making the fire alarm The sound of the fire alarm started to affect the symbiotes, making them shriek in pan. Frank pulled out his knife and stabbed Carnage in the side, adding screams of pain from Cletus into Carnage's scream. He then pulled out his gun and fired it at Scream, injecting three bullets into her side before he moved away from them, Soon the alarm stopped making their suits reform and their host heal

"I'm going to gut him slowly" Carnage sneered

"Save me a piece dear brother" Scream snarled.

"I will, but first deal with the fire system. It's sound will affect us" Carnage said

"But without it we will be helpess against flames" Scream countered

"JUST DO IT!" Carnage shouted.


"Sounds like those two aren't getting along" Frank said as he checked his weaponry, he still had his handguns and his assault rifle, but his lost his shotgun and wouldn't be able to get another from the Liberator since that way the symbiotes would get a hold of the dropship and ride it back, causing who knows what, he was currently in what looked like a kitchen, he looked around and saw a cupboard was ajar, so he went over and ripped it open, showing various bottles of cooking oil. He was forming a plan in his head as he felt around for his lighter. While he didn't smoke, that didn't mean it wasn't handy to keep didn't mean the lighter wasn't useful. He clicked it open and tested it a few time, a smirk on his face as he closed it and put it back in his pocket before grabbing bottles of cooking oil. "This should get their attention, I doubt the fire alarm will work again" he muttered. Soon the two symbiotes walked into the kitchen, the smell of something in their was drawing them to the room.

"A kitchen?" Scream asked

"Why would he come here?" Carnage asked as he stepped in a puddle. He looked down before they realised what it was. Frank stepped out of cover and ignited his lighter. The two aliens suddenly realised what was going to happen. Scream quickly grabbed a pot and slid it across the floor just where the lighter would have landed, stopping the oil from being set ablaze.

"Shit" Frank muttered as he tried to go for plan b. Pulling out his handgun he quickly aimed at the ovens and fired two rounds; diving around the corner before the bullets hit the oven, making gas leak.

"NO!" Carnage realised what was going to happen. "COVER THE POT!" he shouted as Scream looked at him confused.

"Boom" Frank said.


"What was that?" Spiderman asked as an explosion went off.

"My bet, Frank. He probably since they more then likely shut off the fire alarm" Agent venom said

"Which means, we can rescue the hostages" Spiderman said

"But where would they be?" Agent venom asked

"I'm not sure, I'll check the gym" Spidermna said

"And I'll check elsewhere" Agent venom suggested.

"I just hope things get easier" Spiderman said

"Me too" Agent Venom nodded as he reached the school house, smoke billowing out of the school building, one thing grabbed Agent venom's attention. A single red paver, one in plain sight, not surrounded by anything else red. "So this is the fabled red square" he growled.

"I can sense your thoughts, I know what you do Flash" a voice in the back of his mind said.

"Okay" Agent Venom said as he reared his arm back and punched the square, shattering it. "Never again" Agent Venom growled. "Venom, I think you need to take over" Flash said

"Are you sure?" Venom asked

"I am" Flash said as he closed his eyes, Agent venom's form shifted into an 8 foot hulk "Sorry Flash, I know you didn't want to do this, but with Scream and Carnage involved, it is needed" Venom said as the white spider formed on his chest.


Frank quickly moved along the halls looking for anyone he could find, he was sure that the symbiotes were burnt to a crisp, he heard a noise as he was about to move upstairs.

"Who's there?" a voice asked

"Are you a teacher here?" Frank questioned him

"I am" the teacher said before he looked around "Are those monsters gone?" he asked

"They might be, but tell me" Frank said pulling out his handgun "Are you one of those who discriminate against the quirkless?" he asked

"What?" the teacher asked

"Who cares, he's going to end up the same as you" Carnage said as he appeared out f the window, his various tendrils aiming at Frank.

"Shit" Frank growled as he aimed at Carnage "Not crispy enough"

"Oh look we missed one" Carnage laughed as he shot the tendrils at the teacher. Frank quickly firing his guns art them before he grabbed the teacher and dragged him into the hallway, which suddenly went dark. Frank dropped the teacher and quickly aimed down the scope of his rifle, shifting in both directions to try and gauge where they would be coming from. He heard footsteps in one direction and aimed there, only to hear some more behind him again. He swathe directions as the sound of laughs and footsteps wore surrounding him.

"If you do get us, start with the Quirkist bastard" Frank said

"I'm not Quirkist" the man cried out before Frank glared at him. "Okay maybe a little"

"Either way you're not going to eat us for lunch" Frank growled

"Shame, I like my prey gamey" Carnage growled. "Time to die" Carnage laughed before pieces of red cement flew through the window

"What is that?" Carnage asked.


"CARNAGE!" a voice roared

"NO, IT CAN"T BE!" Carnage shouted as Venom appeared and glared at him.

"Hello son" Venom said

"That thing is related to the red one?" the teacher asked

"Yep" Frank nodded

"Still up to your shitty old tricks?" Venom asked

"What's it to you old slime?" Carnage asked

"Oh I need to put you down, after what kind of a father would I be if I didn't punish a naughty child"

"A shitty one" Carnage said before he looked over Venom's shoulder.

"What you think I'm going to fall for that?" Venom asked before strands of red and yellow hair like tendrils wrapped around his neck. "hello daughter, I didn't think you would be with your oldest brother" Venom said grabbing the tendrils and using them to

"It's over father there are two of us and only one of you" Scream said before a shotgun was fired at her. "How?"

"Always pack extras" Frank said before he fired again.

"Goo to see you Punisher" Venom said

"Indeed, is Flash still in there?" Frank asked

"Yes he is, but he has given me control for now, until we have dealt with Carnage and Scream" Venom said

"Where's the wallcrawler?" Frank asked.


"Okay let's see" Spider-man said as he lowered himself down on a webline to examined the hostage students, he gently pull the head of one forward and saw thins strands of red symbiotic matter going from the wall to the back of their heads.

"I'm guess this is then nest. Only what are they for, something's not right about this" he said as he looked at more of the strands. "Could they be a way to get the vital chemical needed to keep the symbiotes alive. Then the next question is what for?" he asked before he noticed a sort of bluish green slime on the arms of one of the students. He poked it and saw the slime receded into the student's arm. "No way; they're being used and incubators for a new generation of symibotes" Spider-man panicked "And that means I have no know how many on their way, this whole area is a freaking Symbiote nest, and I'm guessing they disabled the fire alarms" he summarized "So how do I get rid of this nest without alerting Carnage and Scream?" he pondered "Fire! No, that would put the students in danger. Damn it" he growled before he though he heard movement behind him. He looked around and saw nothing. "It's all in your head Pete, just all in your head. Now you should get back to help these kids" he said as he looked around for a way to heat things up. On the wall was a thermostat, he could see t was currently off. He got over to the wall and turned it on and increasing the heat before a grumble was heard making Spider-man pause. "that didn't sound good" Spiderman said as he looked as saw what could only be described as a Symbiote wolf, it was covered in red slime and had massive fangs. "Um good boy?" Spiderman asked before the wolf lunged at him.


Frank unloaded a full magazine into Carnage while Venom rammed Scream into the wall and then grabbed an extinguisher, using it as a hammer against. Carnage sprouted more sharp tendril and swung them at Frakn, who tumbled out of there and grabbed his lighter, turning it on just as he grabbed a tendril.

"This is not getting us anywhere" Frank growled as he swung the lighter around, making the tendrils back off before Carnage made his hand into an axe and swung at them. Venom grabbing the hand and squeezing it to make it go back to a hand, then slugged him in the jaw, mere seconds before Scream leapt at him, grabbing her and spinning around so she hit Carnage and sent them back.

"You'll never stop us" Carnage said as he got up, snarling.

"Brother, the NEST!" Scream cried.

"WHAT!" Carnage snapped before seeing slight wisps of steam leaving the vents of the gym building.

"Spiderman" Venom realised before Frank nodded. He then went over to an alarm on the all and pulled the trigger, only to hear nothing.

"They disabled the alarm so no sound attacked would affect them." Frank frowned.

"And once we're done with you we'll turn him into MINCE!" Carnage threatened.


"BAD DOGGY!" Spiderman shouted as he kicked the symbiote wolf in the side. "Why would Carnage infect a dog anyway?" Spiderman asked as he went over to another thermostat and cranked it up to the highest it would go, then leapt to another wall, the dog snapping at him, and this time nearly getting him. "DOWN ROVER!" Spiderman snapped webbing him to the floor. He looked and saw the students were waking up and the strands were receding into the walls, he checked one of the student's pulse and noticed it was rising when she groaned. "Good they're waking up." He sighed before the symbiote dog growled as he ripped out of the webbing "Not good"

"Hey!" the first student Spiderman checked out shouted as he was covered in a blue-green symbiote

"Um hi" Spiderman gulped

"Greetings Spider-man, you can call me Echo" he said

"Nice to meet you" Spiderman said, seeing the new Symbiote he lunged at them, only to be pushed back by a sonic blast

"Soundwaves, you can make sound waves?" Spiderman asked

"In appears I can" Echo said confused

"Good" Spiderman said as he kicked opened the door "EVERYONE OUT! Echo, deal with that bad dog"

"I shouldn't its one of Carnage's splinters" Echo said

"I see" Spiderman said before a mass of red landed in front of him, reforming into Carnage.

"Carnage!" Spiderman exclaimed

"YOU!" he snarled as he formed his hands into weapons and charged at the webslinger, only to have Echo appear and shouted at Carnage, making the red symbiote cower

"SOUND! HOW!" Carnage shouted

"I'm not sure, but I'm glad he does" Spiderman, flipped over Carnage and booted him in the chin before Echo did another sonic blast, making the carnage symbiote forcefully removed. The man inside Carnage was now on his hands and knees, scowling "NO, NO, NO!" Cletus shouted as he ran at Spiderman, who fired several balls of webbing at him, which one hitting him and knocking him back before Spiderman kicked him in the chest.

"No" Cletus whined blacking out.


"BROTHER!" Scream shouted before Venom bit into her and started to tug the symbiote off her user. "NO! PLEASE FATHER DON'T!" she screamed

"Sorry, but this has to happen" Frank said as he pulled out a knife and started to heat it up with his light, running over, and pressing the red hot blade into Scream's side, making Scream retreat back from the knife, the user within screaming as she was burnt. Finally with one last pulled the symbiote was ripped off of her

No, NO, NO GIVE HER BACK, I NEED HER!" Scream's user shouted before crying, Venom nodded to Frank and returned to Agent Venom, who crashed to the ground and held his head.

"Oh what a hangover" he groaned.


"The symbiotes Carnage, Scream and our new allied one Echo have safely been secured." Reed said showing three canisters with the three symbiotes inside before he turned to Coulson. "Cletus Kasadey and Donna Diego are in custody being held until we get home." He said

"Good, and that robbed Doom of two more minions" Coulson smiled. "What about those students that were infected by Carnage?"

"They're fine, looks like that unlike our world, their genetic quirks are incompatible with the symbiotes." Reed said

"Meaning the one who was hosting Echo was a quirkless kid. I'm guessing he was getting bullied?" Coulson asked

"Indeed, I suggest that we get him therapy and a new school" Reed sighed.

"Don't worry I'll reach out to the proper personal about that" Coulson nodded.

"Good" Reed said going to study the symbiotes, missing a glint of silver in the sky.


G'day Guys Grizz here, so this has to be one of my favourite chapters in this fic, and sure it kind of failed in the scares department but that's because I don't do scary things. Anyway one of the reasons I chose the symbiotes was because Venom: The Last stand which was a fun movie! And of course since halloween is coming up I figure now was the right time to doing this fic. The choice of Punisher was something I wanted to do because he is a powerless anti-hero going up against aliens at the school which has been implied to be quirkist, meaning he is saving the people who hate his kind, beautiful isn't it

So until next time I'll catch you on the flipside.