Spider-Man- Alien Activity
The saga of the Carrie and Marvel Crossover saga continues when Spidey and Rachel face an "alien invasion". After their battles with the Green Goblin (Spider-Man: Right Hand Of Power) and then later Azazel (X-C 3: Divide & Conquer), Peter Parker (Tom Holland) and Rachel Lang (Odeya Rush) face one of their worst nightmares yet to come true: The symbiote suit. (That had returned to him after Right Hand of Power). While on, Spidey develops a new personality and Rachel encounters an old rival from her past......Featuring characters such as Venom, Mysterio, Carnage, Iron-Man, Black Cat, Jesse Ryan, Carrie White, Nightcrawler and many more.....this fandom is rated for rated PG-13 for disturbing events violence and language and references of movies and games are burrowed here.

Main Cast

  • Peter Parker (Spider-Man) / Tom Holland
  • Rachel Lang / Odeya Rush
  • Carrie White / Chloë Grace Moretz
  • Tony Stark (Iron Man) / Robert Downey Jr.
  • Eddie Brock (Venom) / Seth Rollins
  • Cletus Kassidy (The Carnage Killer) (Carnage) / Jim Carey
  • Felicia Hardy (Black Cat) / Felicity Jones
  • Quintin Beck (Mysterio) / Hayden Christensen---Voice of Mysterio / Kevin Bakerman
  • Kurt Wagner (Nightcrawler) / Alan Cumming
  • Jesse Ryan / Logan Lerman
  • Harry Osborn / Sean Faris
  • Aunt May / Marisa Tomei
  • J. Jonah Jameson / J.K Simmons
  • Anthony Mackie / Sam Wilson (The Falcon)
  • Elizabeth Olson / Wanda Maximoff (Scarlet Witch)
  • Morgan Freeman / Dr. Stromm
  • Jamal Woolard / Wilson Fisk (Kingpin)


We take place two years ago in 2017 at New York Stadium where Quintin Beck (Hayden Christensen) was annoucing his newest allusion device to everyone in attendance. And boy, was he full of himself.

Beck: The images shown here prolong Hollywood's most best generated stunts. Powerful enough to bring your most desires to life. They will even feel real. And it will be unlimited. Undefined. UNBELIEVABLY magic. And so I, Quintin Beck, vow as Hollwoods most ingenious stunt creator that my duty to mankind will be fullfilled. Thank you.....

The crowd erupted and applauded louder as we cut to Peter Parker (Tom Holland) who just so happened to be in the audience, snapping a few pictures.

Beck Thank you.

Peter: *Takes pictures* You must be one piece of work Beck. How fascinating that one man could bring fantasies to life. 

Meanwhile backstage.....we cut to security guards

Man on radio: Check: 1 1, where's your 20?

Man in backstage: Just backsatage. I'm--OOH!!

Someone from the shadows smothered the guard and then knocked him out as he soon found the guard near the stage, dragged HIM backstage and then knocked him out. It then made its way to the sound generator and shut off the power as Beck was continuing to speak. His microphone screeches as he drops the mic and covers his ears as the audience looked back in confusion.

Beck: What?? *Turns around* Who dares?! Face me, coward! Face a worthy opponent.

And who came out was....


Then how is Peter in the audience???

Beck: Spider-Man??

The people panicked as they immediately got up from their seats and ran for the hills.

Peter: Wait a minute. Last time I checked, I was Spider-man.  

Beck: You fiend! You'll never.....

The fake Spider-Man shot a web line at Beck and pulled him to him to kick him off the stage. As Beck landed hard on the field, the fake Spidey was about to steal his machine 'till.....

Spider-Man: *From behind* So you think that lame costume makes you Spider-man?

Fake Spider-man: Huh?!

Just when the imposter attacked, the real one dodges and kicked him off the stage just as Beck snuck into the backstage area and gets webmail through the audio equipment......and to call 911.

Operator: 9-1-1. What's your emergency?

As the imposter tries to get back up, Spidey pinned him down with his foot on his chest.

Spider-Man: Listen up, buddy. I don't take kindly to people impersonating me. If I EVER catch you....and I mean literally....doing something like this again, there will be harsh words. Spoken by me. At you. Got it?

The fake Spidey just groaned in pain and twitched at him

Spider-Man: Hey, did you hear me pal?

But then something awkward happens....the imposter flickers excessively and then it causes a puff of smoke, blinding the real Spidey. Once he recovered, the imposter was gone and the stadium was nearly empty.

Spider-Man: What in the....

He looked around and Beck and his machine were gone too

Spider-Man: Hmm....

Unfortunately, the cops arrived and had all their guns pointed at him as he just stood there.

Cops: FREEZE!!

Spider-Man: I got to work on my truce with New York's finest.

He then jumps up into the air as the 5-0 hopelessly shoot at him as Spidey swings away

Spider-Man: See you around, guys.

(Title Sequence: Spider-Man: Alien Activity)

Two years later....

We cut to where Rachel Lang (Odeya Rush) and her half-sister Carrie White (Chloë Grace Moretz) was leaving the Nitehawk Cinemas in Brooklyn They had recently seen a movie that.....didn't gave them wormth fuzzy feelings

Rachel: *Shrugs* And here I thought this was nothing worse than what we did. 

Carrie: Seriously, I don't think I could've watched that for another hour. It just......I don't want to keep reminding you WHO it reminds me of.

Rachel: I know. And I promise I wasn't gonna say it.

Carrie: Thanks. But now that I think about it, it was your idea to come here. So....

Rachel: I don't know what I was thinking.....but...then again, that's the thing about taking risks. Didn't think the X-men taught you that.

Carrie: They sure did.

Rachel: Well....for the sake of arguement, think of it as....a helping to conquer your fears. 

Carrie: Aww, come here.

The two powered sisters hugged each other, unaware that they were being watched by.....The Black Cat (AKA Felicia Hardy) (Felicity Jones) from above.

She leaped down from a rooftop and followed them without them noticing.

Rachel: So, how's Kurt?

Carrie: He's been better. When I've been talking to him on the phone he seemed alright.

Rachel: I can imagine. I mean, I know it was hard for him cause his own father tried to take over the world and he had to kill him.

Carrie: Yeah. But he's hanging in there won't believe what he told me. He said that....Azazel told him that....Raven Darkholms is his mother.

Rachel: Mystique?? Wow. I knew there was a resemblence there, but I never thought....poor Kurt. I cannot imagine what he's going through since both of his parents were....twisted.

Carrie: was my mom. She used to drag me in the closet, forcing me to pray. Took me forever before I put my foot down.

Rachel: I'm deeply sorry about that. If only we grew up together like we should've, all our troubles could have been avoided and we would have helped each other through it.

Carrie: That's all under the bridge now. I mean we're here together now.

They hugged again.

Carrie: So what'd you want to do next?

Rachel: There's a pizza parlor just down the street.

Carrie: Good enough for me.

The two sisters giggled but then....they heard a man screaming in an allyway

Rachel: What was that?

Carrie: I don't know.

They ran down the ally only to see a dead body covered in blood and a gun was in his hands

The girls gasped with their hands on their mouths.

Rachel: Oh my god....

Carrie: I'mma call 911.

As Carrie reached for her cell in her purse, Rachel looked over at the wall with letters CK written in blood on it.

Rachel: "CK"??

Operator: 911. What's your emergency?

Carrie: I need to report a dead body.......

As Carrie was communicating on the phone, Rachel stepped back a little bit, allowing a figure to come up from behind and grab her.

Carrie: *over phone* Ok. Thank you. *hangs up* Hey, Rachel. Rachel? Rach?

She turns the phone off and looks around for Rachel, unaware that she was just around the corner of the wall.

Rachel was still muffled until she noticed some tendons on its hands. She immediately moved its hand away and pulled off its hoodie. Who she saw was no surprise to her.

Rachel: Felicia.

Felicia: *chuckles*

Rachel: I should've known this wouldn't be the last time we see each other.

Felicia: I see you remembered me. How touching.

Rachel: Is this really a good time? I was just tryi-

Before she could finish, Felicia ends up smothering her with her claws again.

Felicia: Shhhhh......don't try and stall with me, otherwise you'll have bad luck heading your way. I'm certified CRAZY, you know.....

Rachel: *muffled* Get your paws off of me.....or else.....

Felicia: That doesn't scare me.

Rachel: *muffled* Just what do you want?

Felicia: First, calm down.

Rachel snarled softly then calmed down

Felicia: Second, I know who did this.

Rachel: Who?

Felicia: Can't say, yet. First we have to find the Spider. Where is he?

Rachel: You know....these secrets and you obsessing over my boyfriend is really......pissing me off.....

Rachel was about to attack, but Felicia jumped straight up to the rooftop and she smirked at her.

Felicia: Give Pete a kiss from ME, sister. *Blows a kiss and scurries off*

Rachel got soooooo angry that she made the ground shake until......

Carrie: There you are. What's wrong?

Rachel: Huh? *Looks at Carrie* Oh....uhh...I-I--nothing. I just--

She looked up where Felicia took off again

Rachel: I just ran into an old friend.

Carrie: Who?

Rachel: No one worth talking about. Come on. Peter's worried sick.

Later at the Parker residents, Peter was actually checking out the differences of his red and blue suit that Stark gave him and.....the black symbiote suit. Two months ago after the battle with the Green Goblin, the symbiotie suit reappeared on Peter again when one night, he woke up in Midtown and the suit made him so stronger then before. At one point, he thought he could keep it this time but with Rachel unaware of it

Peter: Hmm....I don't know why....I felt a lot stronger when I first wore the suit, then this one. Where exactly did this black suit....came from? Is it really that symbiote stuff that made Mrs. Morbius into......

At that point there was a knock on his door

Aunt May (Marisa Tomei): Peter? What'd you doing in there?

Peter: Homework. You know how I am, Aunt May.

Aunt May: Well dinner's ready, you can take a break if you want.

Peter: Uh....I guess.

Peter looks at his suits, pausing for a moment

Later at dinner, Carrie and Rachel were already home and were all laughing about stories they were telling each other.

Carrie: *Laughing* And Kurt was hanging off a tree acting like a monkey.

They all laughed.

Aunt May: Kinda reminds me when Peter used to act like an elephant when he was 7.

Peter: Ah come on, Aunt May. You have to bring that up?

Aunt May: It's my job.

Rachel: Oh May, tell Carrie about the time when Pete ripped his pants behind and caught it.

Carrie: *Squeals* WHAT??

Peter: *Embarrassed* No no no, please.

Aunt May: I don't even remember how that happened, but I think....

Peter: No.

Aunt May: He was over the concession stand and a ball was sent over at him.

Peter: Please no....

Carrie, somehow, was actually able to read his mind and she learned what really happened to Peter

Carrie: Oh boy....

Both (Peter and Rachel): What?

Carrie: What??

Carrie did not know what happened, for it was the first time she had read anyone's minds and she was freaked out about it. She slowly stood up in seconds

Rachel: Sis? You ok?

Carrie: Yeah....please, excuse me.

She passed a note to Rachel without Pete nor May noticing and she read it.

I just read Peter's mind. What's happening to me?

Rachel then made a worried look.....

Later that same night.....

Carrie: I don't know what happened. His thoughts just echoed into my head. I don't know what to do.

Rachel: Ok.....Carrie, you just need to calm down. Look, it's not as hard as you think. I can show you how to control it. It's really easy. Just close your eyes.

She breathes heavily and closed them.

Rachel: Breath slowly.

Carrie let out a small sigh......

Rachel: Now home in.

As she did, she heard all the voices in the apartment building but.....

It got louder and she cried out covering her ears as Rachel held her tight.

Carrie: *Sobs* I can't do it.

Rachel: Listen. I'll help you through it. It'll take time but you'll be able to control it.

Carrie nodded with a whimpy face and Rachel hugged her.

The next day at the Daily Bugle where both Peter and Eddie Brock (Jake Gyllenhaal) were called in for a de-briefing by J. Jonah Jameson (J.K Simmons) about a current postion of "Staff Photography".

Jameson: So....the Bugle is asking for a new Staff Photographer and we have an opening. Johnson quit remember?

Robbie (Richard T. Jones): You fired him.

Jameson: And here I thought somebody cared what I want.

Peter: Uh...who said we didn't--

Jameson: Wasn't asking you, Parker.....but the two-bit wannabe ain't got a clue what's coming to him. So here's the deal. I've written an expose that will finally show the city how dangerous Spider-man really is. Now....what does a piece like that need? 

Peter: To be discarted and thrown in the trash?

Jameson: I'll tell ya what it needs. A great photo! I want a picture that shows the truth about that menace. Whoever brings it to me will be the Bugle's newest staff photophrapher. *Leans foward on his desk at them both* But the only downside is: I only have the budget for one of you.

Eddie: *Chuckles* No worries, J.J. That kind of picture of Spider-man is in the bag. He's a criminal. Proving it won't be a problem.

Peter: *To himself* Yeah no problem....

Both Peter and Eddie walked out the door.

Peter: You'll never get that shot.

Eddie: Oh, we'll see.

Later on, Pete was walking down the street 'till he heard someone screaming for help. Without thinking, he immediately rushed and changed into his Spidey suit and when he went into the alleyway, he found.....a bloodbath of dead criminals 

Spider-Man: Oh my god....

He landed down from the rooftop he was on and looked around. Some criminals were stabbed to the walls and on the pavement while others body parts were missing.

Spider-Man: This looks like that Pool guy, was here. (He means Deadpool)

And then.....

That's when he saw the blood writing on the wall,CK.....just like what Rachel and Carrie saw yesterday. Without thinking, he snaps a few pics at it and puts the camera away.

Spider-Man: "CK." What's CK?

Black Cat: *From behind sitting on a crate* It means that my poor little Spider is the symbol of a new player.

Spider-Man: *Turns around* Felicia. Somehow, I knew you'd be here.

Black Cat: You don't seem happy to see me.

Spider-Man: Well...I'm not.

Black Cat: Well, you should thank me, Pete. I'm always here to bail you out of crisis.

Spider-Man: Yeah, yeah. I appreciate that, but look; do you know anything about this or not?

Black Cat: *Sighs and gets up* Since last month, New York's had a mystery new player: a blood thirsty serial killer that murders other criminals and psychopaths. And as usual, your square headed friend, the editor Nick named this maniac to stand for the letters he's been leaving on the walls: The Carange Killer. 

Spider-Man: The Carnage Killer?? Do you have a picture of this guy?

Black Cat: Unfortunately, no. From the looks of it, it's next to impossible.

Spider-Man: And here I thought you were the one with all the luck.

Black Cat: Well, not today. The guy's a freaking enigma and no one knows what he looks like. No one, including myself can get a close look at this guy. Anyone who has were all cut open. Even civilians. 

Spider-Man: What?!?!!

Black Cat: Yeah. He's been on the run like lightning for the past month.

And the camera zooms up at Spidey's face......

Back at Peter's apartment, Rachel got up for a cup of coffee and finds a note from Carrie on the fridge:

  • "Dear, Rachel. Sorry I had to leave so suddenly. But last night, the Professor came by....said he needed me with something. And don't worry I'm getting the hang of the mind reading now. So thanks. I'll call everyday to check in and I'll see you in a little while. Take care of Pete. I love you. Your sister, Carrie."    

(See what happens there in Carrie & Kurt coming soon to Fanon)

Rachel smiled at the note, then turned on the T.V sipping her coffee.

Reporter on T.V: I'm standing here live where moments ago; a hell infested murder of criminals took place by the mysterious psychopath we now know as the Carnage Killer..

When the T.V showed the letters CK, Rachel spit out her coffee.

Rachel: Pppphhhhhhtttttt!!!! The hell??

Reporter: Joining me here is an eye witness who has this to say:

Witness (Stan Lee): I--I didn't get a good look at his face. But I saw he was pretty weightless and had red hair. And the way he took out those criminals out was BLOODLY GRUESOME! It was like something out of a cheap slasher movie.

Reporter: And now, we go live to the wealthiest man in New York today. Tony Stark, who is also known as the Avenger Iron Man is currently holding a press conference live at Stark Enterprises. Let us tune in.....

Tony (Robert Downey Jr.): I have no idea who this guy is....then again....nobody does. But that's besides the point. I have great confidence that I will be able to stick it to the son of a--Whoops! Sorry, not in front of the kids.

The audience on the T.V screen laughed while Rachel just looked closer over at the screen 

Tony: So anyways....this guy....whoever he is.....thinks he can just....enjoy the moment and just.....vanish into a shadow? Well, technically that doesn't work. Not too well. Cause the only way to kill a shadow is to shine a little light it's way. And that LIGHT, by thy power invested in ye holy man--

While Tony talked on, Quinten Beck was actually sitting in one of the stage seats with Harry Osborn (Sean Faris) and some other politics got his machine up and running, planted somewhere in the area and activated a speaker interference, wiring Tony out and confusing the crowd. Rachel was too confused seeing it on T.V

Tony: Uhh....hangover last night.

The crowd laughed again

Tony: Beck? You want to take it from here? 

Rachel: What is he doing there?

Beck: Thought you'd never ask. Hehehehe.

Rachel seeing it on the screen looked at Beck suspiciously.

Beck: People of New York. Mr. Stark speaks highly for all of us. Anyone willing to commit a senseless act of crime or murder should not be tolerated in our fair city. Every act by this killer or any act by any criminal will be justified and as New York's newest adversary, I will take the day to use everything in my power to insure this killer and every criminal....

Rachel was finding it a little odd that nothing was acting up with Beck as it did on Stark, but no one there at the press confrence or people at their homes seeing it on T.V were aware that in his pocket he pressed a button on a controler and....

The fake Spider-Man re-appeared out of nowhere and attacked again. Rachel gasped at what she saw on the screen.

Rachel: PETER?!?!

Peter: *From behind* What??

Rachel gasped again on seeing Peter behind her and Spider-Man on T.V attacking the press conference.

Rachel: Wha--are you--what the hell is going on?!

Peter: I don't know, but this guy...he really doesn't take himself seriously. *Sighs* Guess I got to put the screws on him again.

Rachel: Let me go with you.

He smiles at her then heads in his room to get changed he reached for his red and blue suit he saw the black suit next to it....then takes it out......

Meanwhile back at the conference.....Everyone there was still hysterical and screaming their heads off as the fake Spidey landed and confronted Tony.

Tony: Peter?!

The imposter said nothing and webkicked him back, as Beck just smirked and pressed another button as his huge device rose up from out of the grass and he just walks through it.

Beck: Who said this city deserves to be saved?

He steps inside of it and the door closes, automatically. And then as it starts filling up with gas, it takes him underground.

The fake Spidey wasn't going easy in Tony and as he looks up at it, convinced that it was Peter, he got annoyed. And he wasn't afraid to show it.

Tony: Ok, then.....

He slowly gets up and the Bleeding Edge Iron Man suit latched onto him as he immediately kicked the imposter back.

Tony: Guess it's come down to this, after all I taught ya huh? Bring it on, then!

Before the imposter could make a move he was tackled by Harry from behind believing he was the real Spider-man

Iron man: Whoa whoa kid what'd you doing?

Harry: Son of a b**ch! You murdered my father!

Then just like two years ago the imposter vanished

Harry: What the.....

Civilian: THERE HE IS!

They all shouted at the REAL Spider-man in the black suit on a roof

Civilian # 2: The Bugle was right he's no hero he is a menace! Look he's even showing his true colors!

Iron man: That. Was. Fast. *Flies up to him* Pete. What'd you have to say for yourself? And how did you change costumes so fast?

Spidey: Mr. Stark that was NOT me. Someone's setting me up. That was an imposter. How can I be in this suit just seconds later after being in the one you gave me? And how can disapear like that?

Iron man had to admit to himself that had him stumped but then.....

New York cops pulled in

Cops: SPIDER-MAN!!! Surender immediately or we will use force!

Iron man: Get out of here kid. I'll take it from here.

He swung off but police choppers chased him but.....

They were caught by force of Rachel's telekinesis to slow them down

Pilot # 1: What the hell?!

Pilot # 2: Idk. The choppers won't move!

Soon as Spidey was gone Rach let them go and she turned and saw Beck hopping into a limbo smirking and driving away

Rachel was tempted to stop the limbo with her powers but without proof she could not persue Beck so she let him go....for now....she read half of his mind before he left and kinda knew he was involved in this somehow

But then....she saw Brock and he got pictures of the whole event

Eddie: This was easier than I thought. This is exactly what I need to scoop Parker.

Rachel's eyes turned black and she grabbed the his camera with her powers and threw it to a wall braking it to pieces and Eddie turned to Rachel speechless

Rachel: I don't think so, chump.

She then stormed off

Eddie: Lady! Wha--what the hell?!

However seeing her use her powers had him stumpped

But later Beck arrived back at his pint-house and went on his computer devolping new generated Spider-man stunts (Yes that's how he created the fake Spider-man)

Beck: Yes. With the city in dire hate for that wall crawling bug I have rid the city's hope.'s time for phase 2.

He pressed a butten on his keyboard opening his bookshelf to a room filled with built alien looking robots stunt UFO's and opened a closet revealing.....

The suit of Mysterio.

Back at the Parker residence, Spidey swung back into his room, pulling off his mask where Rachel waited for him.

Rachel: You alright?

Peter: Besides the whole city turning against me and Mr. Stark almost throwing the hammer on me? Yeah, just peachy.

Rachel: I'm sorry, babe....Say, you never told me where you got that black suit.

Peter: What? I thought I did tell you. It's just....a new suit I made.

Rachel: *Gets suspicious* You sure it ain't that symbiote suit I told you to get rid of?

Peter: I-it isn't.

Rachel: Yeah, but I never saw you bring it in.

Then there's another knock on the door.

Aunt May: Peter? Rachel? What'd you two talking about in there?

Peter: Ummm....just school stuff, Aunt May.

But then....his pager beeped....and the duo got confused 

Peter: Umm....hold that thought. I gotta run.

Rachel: Wait, hold up.

They were both about to run out 'till....

Rachel: What does it say?

Peter: Just promise you won't get mad, ok? It's a message from Cat.

Rachel: What does she want?

Peter: "You're not gonna believe this.....but I finally found the Carnage Killer. Bedford Stuyvesant, Brooklyn. Parking lot. Meet me there....Felicia."

Rachel: Oh god....

Peter: I know, I know....

Rachel: Please tell me you're not going to see her.....

Peter: Rachel, I....

Rachel:...without me.

Peter: *Smirks* Course not.

Rachel: And do me a favor. Just for the rest of the day.....just for me.....Wear the red and blue for now. Cause I like that one better.

Peter was about to protest.....but he could never say no to Rachel and he nodded with a smile.

Later, Spidey in his red and blue suit carried Rachel in a combat suit of her own with Spidey's symbol on it and swung down and landed where Black Cat was waiting for them

Black Cat: Spider. It's about t--*See's Rachel* What's she doing here?

Rachel: Thought you said if I brought him along, you inform us of the Carnage Killer.

Black Cat: How did you--?

Spider-Man: I told her. She's gonna be with us on this, ok Cat?

Cat seemed dissatisfied that she planned it on being just her and Spidey.....but she played along.....for now.

Black Cat: Well....he's down there. *Points down*

Spidey and Rach looked down to the ground and finally saw the rare image of the Carnage Killer (AKA Cletus Kassidy) (Jim Carey) holding a knife to a random terrified civilian.

Rachel: Oh no.....

Man: Please dud....I didn--didn't have anything to do with that driveby. I--I--I'm just a wheelman....

Kassidy: Oh? Just a wheelman? Who saw all those people die?

Man: Y-yeah...

Kassidy: Oh you admit it. you're gonna tell me all about it just before I slice out whatever's left in there. And then--

Spidey was getting irritated by seeing this and jumped down from the rooftop to confront Kassidy

Spider-Man: Hands off, buddy!

Man: Thanks, Spidey! *Runs*

Kassidy turned around and surrounded Spidey as he....blathered.

Kassidy: The Spider. *chuckles* I'm a BIG fan of the look. But your execution: BORING. You know, real Spiders liquefy their prey from the inside. You should think about it.

Spider-Man: And you're the Carnage Killer. As expected. Why you'd do it? I get it, having a grudge against criminals and all, but....

Kassidy: Not criminals, KILLERS. No one sees death better. What do they see when--when they feel their cold arms wrapped around them? What insights or achievement do they have? chuckles There's so much to learn.

Spider-Man: You're crazy.

Kassidy: *laughs* And you're welcome.

Spider-Man: For what?

Kassidy: Doing what you want to, but can't.

Peter was getting utterly confused at this point, and so was Rachel, who was still watching from above.

Spider-Man: I--I don't know what you're talking about.

Kassidy: I'll....SHOW you......

He lunged onto a attack and Spidey had to fight back against this.....deranged psychopath somehow.

Rachel: Oh no, he doesn't.

She was about to jump down and help her, but Cat grabbed her by the shoulder and pushed her back.

Rachel recovered and it didn't take long for her eyes to go black.

Black Cat: Should've not stick your nose where it doesn't belong, sweetheart.

Rachel: Curiosity ALWAYS kills the cat...remember that....

And then she charges and tackled Black Cat all over the roof as Spider-man and Kassidy brawled around in the parking lot.

Kassidy: You know....I must confess the suit could use some changes. Like, maybe the blue trim seems too cheesy. If I may make a suggestion, I'll fill that in with black.

(Funny Kassidy would say that)

However, they were unaware that Brock was hiding behind a wall and saw the fight and wasn't aware that was the Carnage Killer since no one knows what he looks like. So, he thinks Spider-man is attacking a civilian.

Eddie: Ooooh, I got you now, Spidey. *Takes pics and runs*

(Eddie you a**hole)

That's when Kassidy pushes him aside and holds the knife up to him.

Kassidy: Take off your mask, Spider-Man. I need to see your eyes when you die.

Spider-Man: In your dreams sicko.

He pushed him back into a webzipped him to the wall, but Kassidy cut free with his knife

Meanwhile, Rachel wasn't going easy on Black Cat. But Cat wasn't afraid to play dirty. In fact, while she was trapped in Rachel's grasp, she used her grappling to pull her close and then SCRATCHED her with her claws

Rachel: Ahhh!!

Black Cat: Awww....Pardon me....did that hurt?

Rachel: Argh!

She tackled her again, but this time, they fell off the roof and landed where Spidey and Kassidy were and hit a nearby dumpster, which knocked both of them out.


Both of them looked over at where they landed and Kassidy turned back around and smirked at Spidey.

Kassidy: Ahh, it seems we have an audience.

Spider-Man: Leave them alone!

That's when the wall crawler mercilessly beat the killer up in a very violent way until he was down in one knee and bleeding.

Kassidy: That's it. Go ahead. KILL ME. You know you want to.

Spider-Man: No. I don't kill.

Kassidy: Ppphhff. I told him, you'd never be like me.

Spider-Man: Him? Told who?

Kassidy attacked again without giving him an answer, but Spider-Man beat him down again and webbed him up to the wall.

Then Rachel woke up.

Spider-Man: You ok, babe?

Rachel: Been better. But this cat burgler b**ch attacked me for no damn reason!

Spider-Man: She what??

Rachel: Yeah! I was gonna lend you a hand but she got in my way and...*Shows him her scratch* She did THIS to me!

Spider-Man: Ahh....why wasn't I watching her? I knew Felicia was a crook. *Looks at Rachel* Well, she's going away for a long time.

So Spidey webbed her up with Kassidy and he and Rachel swung back home. Felicia eventually woke up tied in webs and with Kassidy next to her, still knocked out

Black Cat: You....GOT to be kidding me!

She tried to claw her way out, only to notice her hands were tied down too tight.

(Guess Spidey knows Cat too well)

Black Cat: Dammit, Spider!

Then the cops pulled up and held their guns at both of them as Cat just sighed.

The next day, a news comference was being held by Beck....or so it seemed.....

Reporter # 1: What'd you think Beck's got this time?

Reporter # 2: Who knows? He's a little loopy. Hollywood types.

Just when the curtians opened, smoke was blasted onto the stage and.....a new villian in town appeared

Mysterio: People of New York. I am. Mysterio. I order determine your planet is right for CONQUEST!

The audience just upchucked and laughed at him.

Reporter # 1: Mys-terio?

Reporter # 2: Now, I've seen everything.

Mysterio: DO NOT MOCK ME, PUNY EARTHLINGS!! Your fates are sealed!!

Then his robot army popped up from behind him and attacked as the reporters as civilians ran in terror. As they continued to run for the hills, Mysterio calmly walked through the crowd as he threw down orbs carrying snakes, chainsaws and crap.

Mysterio: Run from your master, the all-menacing MYSTERIO!

While that crap was happening, Jameson was congratulating Brock for getting the pictures.

Jameson: Well, Brock, I'm very impressed at your....uh....what's the word.....tendency to be at the wrong place at the wrong time to....

Brock: Again, J.J, no problems. This....holds up the photo....wasn't too hard to come across. It was EXACTLY what I needed to scoop Parker.

Jameson: Yeah....I guess. Parkers lucky, though. I would've fired him if....

Peter: If what?

They both see Peter walking into his office. And everyone else was looking over at him.

Peter: What I'd do?

Robbie: He got them first.

Eddie: In other words....uh....I beat ya, kid. Here's your hero.

He held up the pictures and Peters legs felt faint. But then he took another close look at the picture and realized that Eddie messed up the shot.

(Or in other words, he didn't get the right picture)

Peter: What? That?! But th--that's the carnage killer!

Jameson: Carnage Killer? Hahahahaha! Yeah right, Parker. You've been trying to prove me wrong for years. Trying to drag my name the mud. Well, seeing that Spider-man assaulted an innocent man, why don't I just fire you?

Eddie: *Smirks* Bye bye, Parker.

Peter: Inno--No! Look! You think I'm lying?! I'll prove it then! Look at this. *Turns on the T.V on the wall*

Reporter on tv: Earlier today two of New York's "Most Wanted" had been captured by the masked vigilante known as Spider-Man. First: Felicia Hardy: The jewel thief known as the Black Cat. And finally Second: The mysterous serial killer, the Carnage Killer who has been unmasked at last. Allies name: Cletus Kassidy; who two years ago, had committed the first degree murder of his parents......

Jameson's eyes bulged wide as he saw Kassidy on T.V, then looked at Eddie's picture....

And then.....he slowly turned his head towards Eddie growing angry.

(Uh're in trouble now, Eddie)

Eddie turned towards Jameson all scared and sweaty and TRIED to explain himself but fuzz head (Lol) slammed the picture on his desk and what did the photo show: just Kassidy's back and barely any of Spider-man.

Eddie: J.J.....I--I--

Jameson: Some nerve showing me this Brock. You're a major disgrace! Luckily, I won't have the Bugle's good name dragged down by a fake like you!

Eddie: Look--just let me say....

Jameson: You won't be back? Glad to hear pack your things and get out of my building.

Eddie: Sir, I was just....

Jameson: You're FIRED!

(In your face, Eddie)

Jameson: And that made up story! RIDICULOUS! If you're gonna commit fraud, don't cut corners!


Eddie *Storms out facing Peter* This. Isn't. Over.

Jameson: Well, looks like you get the job, Parker. But your usual crap won't cut it now that you're full time. Let me tell you what I need for my next article.

Pete's cell viberated as Jameson blabbered on he briefly looked at it to see that it was a text from Rachel.

"There's an attack on Liberty Island! GO NOW!"

Peter gasped softly as Jameson was still going "BLAH BLAH BLAH BLAH BLAH BLAH" until.....

Jameson: Get me pics of Spider-man in that black costume, pronto!

Peter: Right away with Mr. Jameson. *Walks and whispers* Saved by an assignment. Why doesn't that happen often?

Later IN his black costume, Spidey swung over to the bay towards Liberty Island to see a "UFO" invasion

Spider-Man: A UFO invasion? Grrrrrreeeeeeaaaat.

He swung by from ship to ship to the Island and soon as he made it.....he went face to face.

Spider-Man saw Mysterio on a balcony on balcony at the bottom of the statue and it LOOKED just like him.

Spider-Man: Ok? I'll bite. How did that fish bowl get stuck on your head?

Mysterio: IT IS I, HUMAN! You are no match for the wrath of Mysterio.

Spider-Man: Mysterio?? I think I had Mysterio cereal for breakfast. 

Mysterio: Argh....laugh and joke as you please, Spider human. Cause this city will soon pay for your inolence. I command reality itself!

However, the effects of the symbiote suit started to take it's effects on him and resulted a change in Peters's...attitude.

Spider-Man: Hehehe.....don't need to get a swelled head about it.

Mysterio: Ahh! PREPOSTEROUS!!!

He then attacked Spidey as well as the UFO's.

Spider-Man: Perfect.

His newly combat reflexes from the suit helped him avoid the attacks as he busted the UFO's one by one. It startled Mysterio.

Mysterio: What?? He's never been this strong.

Spider-Man: And how would you like to know how strong I am, bubble boy?


He quickly made a web-made slingshot and aimed it right at him as he pulled it back bit by bit.

Spider-Man: Think fast!

He charged but....he went RIGHT through him

Spider-Man: The hell....?? A hologram??

Mysterio: Ha! You did not think it would be that easy did you? Now DESTROY HIM!!

Spider-Man: Hmph....

The hologram vanished and the robots approached him and Spidey was ready to fight but....

They were being blasted from above Spider-man looked up to see Iron man flying down destroying the robots

As he hovered down, the suit took it's best effect and Spidey was dissatisfied, to say the least.

Spider-Man: I didn't need your help.

Iron Man: You're welcome. *Removes his helmet automatically* A more likely response would be "Thanks, Mr. Stark."

Spider-Man: Save your quotes. I've just about heard enough! All I got from you was kid treating speeches. And you never let me join full time with the Avengers! Pity. Like, I ever want to be part of your stupid team anyway!

Tony: Pete, what's up with the attitude? You need to calm--

Spider-Man: Who do you think I am?! You're just an old man, compared to me. I need to stop getting lectured by a spoiled drunken girl playing metal billionare is what I need!

He jumped aboard a near by ship to sail back to New York, leaving Tony confused and speechless.

Meanwhile. at Ravencroft , Kassidy was being brought into the interrigation room and he could not stop laughing. As soon as he was restrained, a doctor came in to examine and study him.

Doctor: Hello, Cletus. We're going to perform a few tests.

Kassidy: Tests? Hahahahahaha!! The last doctor who said that to me ended up in a hot tub of blood. I got a feeling this will be interesting.

Doctor: I....appreicate your interest. So....let's start with your childhood.

Kassidy: Nothing worth to remember. Just a blank and it's meaningless.

Doctor: And why is that?

Kassidy: Because all of life is meaningless. And the one thing that death.

Meanwhile, at Ravencrofts research facility, Dr. Stromm (Morgan Freeman) lead Harry to an experimenting tank where something....was kept in it

Harry: So, Doctor? What's going on with this?

Strom: This....alien symbiote was from the meteor we found. Luckily, we had it reproduced.....somehow. They don't keep me up to date on everything. But all I know is it spawned something really ugly and it responds to hostility. And since the new patiant Kassidy arrived, it's been acting strange.

Harry: It must be a minor hick up.....or not.

The camera looked straight into the tank zooming in onto.....a red symbiote.

The next day, Rachel was walking home from a store, looking at her cell. She got worried about both Peter and Carrie for she had not heard from them all day. but then she bumped into someone....she didn't want to see again.

Rachel: YOU?!?!!

She took a straight look at Jesse Ryan (Logan Lerman) staring right at her.

Without hesitating, she pushed him into the nearest alleyway and slammed him into the wall with her powers.

Rachel: What the hell do you want from me?!

Jesse: *grunts* After what you did, what the hell did you think I'm gonna do?

Rachel: Not happening, asshole.

She immediately pushed him aside and he just scurried back to his feet as he rolls up his sleeves.

Rachel: Really? Now you're gonna beat a woman senseless. The f--k is wrong with you?

Jesse: What does it look like, Rach? I wouldn't be here and I probably stroll wouldn't have been in mourning if you hadn't killed my sister.

Rachel: Oh my....

Before Rach could finish, he pushed her down and she was about to use her powers but....he stabbed her hand with a pocket knife.

(Ik ow)

Rachel: Aaaaaaaaahhhh!!!

Jesse: I was kinda hoping it wouldn't go this way, Rach. But you brought it in on yourself....when you ripped HER heart out.

He raised the knife up and was about to stab her again 'till.....

Spider-Man: Hey, dirtbag!

Jesse looked over over and the black suited Spider-Man swung down, kicking Jesse in the jaw as he fell, spitting out some of his teeth 

Spider-Man: Threaten my girl, will you jackass? You just PISSED me OFF!!!

He just grabbed Jesse by the shirt and beat the crap out of his face but then.....

Rachel: PETER!!

Upon seeing his ferocious new attitude, Rachel actually tries to get Peter off of Jesse, but Peter, without thinking, inadvertently knocks Rachel back as she bounces her head off a beam support and lays knocked out.

He looked towards her angry, but gasped out of it when he saw her knocked out and injured:

Spider-Man: Rach....oh my god....hold on baby.

He wraps something around Rachel's bloody hand to stop the bleeding and he looked towards where Jesse was unconscious. And then he remembers what he said to Tony a little while ago.

Spider-Man: No.....What have I done? What's happening to me?!

We cut to later at Manhatten General, where both Peter and Aunt May were in the waiting room. Peter was pacing in guilt and May looked worried for him.

Aunt May: Peter, calm down. Rachel is going to be ok.

Peter: This is all my fault. I was too much of a fluke to save my own girlfriend from that--that---lunatic!

Aunt May: Pete. We don't always make it in time. You should never drown yourself in guilt so much. 

Pretty soon, a doctor came in and Pete rushed to him

Peter: How is she?!

Doctor: She's not in the greatest positions, but she's strong enough to make it through the night. She'll pull through. But that cut on her hand was pretty nasty.

Peter: Oh thank god....can I at least see her?

Doctor: She's not awake yet, son. Although when she was earlier, she said she needed time before she'd talk to you. I'm sorry, son. *Leaves*

Hearing that made Peter more devistated and guilty. He just went back to his seat and sat down, not knowing what else to do till.....

Stark came out of the elevator.

Peter: Mr. Stark.

Aunt May: Tony.

Tony: Hello, May. She ok?

Peter: *Sighs* I don't know, either way she won't talk to me.

Aunt May: Peter, what is going on anyway?

Peter: Uhhh....*Looks at Tony* We--had a fight earlier. I wasn't there when she needed me the most. I don't know what to do.

Aunt May: You start by doing the hardest thing. You forgive yourself. I believe in you, Peter. You're a good person. And I know you will find a way to put it right with Rachel. In time.

Peter: I suppose....

Tony: May? You wouldn't mind if I burrowed Pete for awhile would you?

Aunt May: Course not, Tony. You boys take your time.

Peter was scared that Tony was gonna yell at him for earlier at Liberty island as he lead him out to the lobby.

Peter: Look, Mr. Stark....if this is about earlier, I--I'm sorry. I don't know what came over me or what else to say. I'm sorry.

Tony: No. Forget sorry, Pete. Sorry Shmorry. I just have to ask you one question: Where did you get that black suit?

Peter: It....came off another person I fought two months ago. Why?

Tony: Friday?

Friday did a quick scan and analysis on the black suit under his clothes.

Friday: The suit is entirely out of symbiote. This substance been on our radar since the previous incident, sir.

Tony: Son of a--Ok, Pete have you been feeling strange lately?

Peter: Yeah. It's made me stronger but then....I felt like it was controling me.

Tony: Any changes in attitude? Like I have to ask. But any Agitation? Possibly bastardized shift of tone and strength? Like what you described just now?

Peter had to think about everything that transpired when he had the suit clicked.

Peter: Oh my--what's this thing doing to me?

Tony: You thinking what I'm thinking?

Peter: I think so.

Both (Peter and Tony): The suit's got to go.

Doctor: Peter Parker?

He turns over to the Doctor.

Doctor: She's awake now. You see her.

Peter nodded then Tony whispered to him

Tony: Go get rid of the suit. For HER protection. I'll keep an eye on her till you get back.

Peter: *Nods* Tell her I'm real sorry. And I'll be back as soon as possible.

Tony: *Nods too* Go on.

Peter then runs out of the hospital and changes into his black suit WITHOUT ANYONE NOTICING.

(How does he do it?)

We cut to where he was swinging up to a bell tower but....little did he know he was being followed by a certain somebody from outside.

(Spider-man 3 the game reference)

Eddie Brock saw Spidey from his car going into the tower. So he parked his car and followed him inside.

Eddie: Huh. What's he up to?

Inside the tower, Pete struggled to pull the suit off, but (of course) it wouldn't let go without a fight.


He yelled in agony 'till he banged his head on the bell, causing it to ring. And to his surprise, the suit was effected by the sound waves, which gave Peter an idea.

Peter: Hey....the sound waves are effecting the suit!

He stood close to the bell, continuing to peal the suit off little by little, but he was unaware Eddie came in on the the lower levels and had a good look at Peter's face


Eddie: P--Parker??

Peter finally gets the suit off of him, but the symbiote fell right onto Eddie, covering him up and taking control over him. The symbiote covers him completely and when the camera flashes back up to his face.....

Eddie:  Now....we're one, and now you're gonna pay, Parker. From now on...Edward Brock Jr. is no more. That's why we call ourselves..... VENOM!

Meanwhile back at Ravencroft, Harry and Dr. Stromm were eerily watching Kassidy's "little experiment" as they watched him laugh and groan in agony.....It kinda began to overload. The scanners began acting up, the lights were was uncomfortable, to the say the least.

Harry: THAT supposed to happen?

Dr. Stromm: No, I assure you it's not.

Harry: Then shut it off.

Dr. Stromm: It won't let me, t-the systems are locked up!

Harry: Then get that stuff off him!

The glass broke as Kassidy burst through the window with a red symbiote covering his arm and body, but not completely. He reached out and grabbed Stromm by the neck as Harry backed up in pure horror.

Kassidy: *Monstrous voice* I feel....stronger....whatever you've given me. And now.....I am...a god....Hahahahahaha!!! From this moment on, Cletus Kassidy is DEAD! Call me.....CARNAGE!!

Harry then tried to get Kassidy off Stromm, but he immediately pushed Harry back with his newly symbiotic powers and threw Stromm aside, but not killing them. He then bursts out, causing havoc around Ravencroft.

Harry recovered barely and crawled towards the out cold Dr. Stromm

Harry: Stromm! Hey, come on Doc, stay with me!

He eventually wakes up.

Dr. Stromm: Harry.....Project: Carnage....has gone rouge.

Harry: Not now, man. Save your strength. We have to evacuate the facility. Where's the main computer? 

Dr. Stromm: Far. As soon as you exit this room, make a beeline for the elevator and go down the main floor. Then take two lefts and then make a right at the stairs. You should find the main computer there, but guards will have it protected, so tell them you have permission from Dr. Stromm.

Harry: Got it.

Stromm then hands Harry his key card and he willingly takes it as he then made his way, following Stromm's directions.

Meanwhile, back at the hospital in Jesse's room, his eyes slowly opened and he sat up while he looked around. He ended up pulling the monitor cords off him and snuck out to the hall without anyone spotting him. He didn't know where Rachel was, but he knew she was in here.

In Rachel's room, Tony sat beside her talking to her as Aunt May waited out in the waiting room.

Rachel: I didn't hear from him in a day. And he reappears acting violently a whole other person and you're telling me he was brain washed by that black suit?

Tony: It was a symbiote. It--

Rachel: YEAH! And I thought he got rid of it like I asked him to! He said it was something he made, but it was still the symbiote! He LIED to me too! 

Tony: It was an addiction. It was hard for him to fight....the again, I can say the same for any of the other scmucks, but--

Before Tony could finish, he was hit in the back of the head with a bucket by....Jesse!!

Tony fell on the floor out cold and Jesse eyeballed at Rachel with an evil smirk. She was clearly scared and there she was, at her most vulnerable. She nearly used her powers, but Jesse jumped on the bed and tries to CHOKE the life out of her.


Rachel was close on suffocating, but out of nowhere.....Peter KICKED Jess off her and headbutts him. Rachel coughed heavily and gasped for air and saw it.

Rachel: Peter?!

Peter: I get it, ok? I screwed up. *hits him again* I should've gotten rid of the suit earlier, but I thought I could control it.

Rachel: Look at how well that did.

Peter: Not now, Rach. I'm in the middle of something!

As he goes for another strike, Jesse pushes him back down and grabs another knife.

(Amazing Spider-Man reference)

Peter: Oh no, is that a knife?

(I had to)

Jesse: Damn right. And it's going right up your a**!

Peter: It--its small knifes.....

Jesse: Just walk on out of here, ok buddy?

Peter: Anything but--

He then kicks the knife out of his hand and dropkicks him over Tony and into some medical equipment. He then picks the knife back up.

Peter: Why are you doing this?

Jesse: That b**ch cost me EVERYTHING!! My friends and my SISTER!!

Rachel: Well, none or it would be happening if you hadn't dumped that chicken coop on me! And you murdered MY friend! Making it look like a suicide!

Jesse: That were business. This. Is personal!

Peter: Oh you son of a---

He was about to swung the knife again, but Peter couldn't use his powers to stop him without exposing his alter ego, so he had to keep blocking and dodging.

But then, Rachel caught him with her powers (mind). He began choking in the air and he couldn't move but he felt himself slowly holding the knife up to his neck.

Peter: RACH!!

Rachel: I should make you thrust your neck! would not make us better than you.

Rachel then penetrates deep into Jesse's mind with a newly ability herself! (You all are gonna love this)

Rachel: Throw the knife out the window.

Jess couldn't help but to throw it out the window, just as Rachel told him to

Rachel: Now....walk away....until your feet cut open....then keep walking.....until they break.

Under her control, Jesse just walked right out the room as Peter opened the door to him on the way out.

Peter: HOLY SH**! That was amazing! How did you learn that?!

Rachel: Idk how to explain it. I guess when Carrie's ability to read minds grew my ability to control minds did as well. Must be an evolvement.

Peter: Look Rach....I--

Rachel: Just shut up. And kiss me.

She got up from the bed and kissed him passionately 'till Stark woke up with a bad headache after that blow in the head Jesse gave him

Tony: Oww! Who hit me in the head.

Rachel: Don't ask.

Pete and Rach helped him up, but all of a sudden, the T.V's building screens and computers all around the city popped on and Mysterio appeared on each one.

Peter: Mysterio?!?!

Rachel: One of your enemies?

Peter: A new one.

Mysterio: People of New York, I here by declare myself as your new master your lord and your high and mighty. For I am Mysterio. You will kneel before me if you wish to live to see another day. For my forces are hovering above your fair city as I speak. For tonight: New York will be under my control. Tomorrow, Chamberlain, Mane and one city at a time until the world is under....MY LORDSHIP! HAHAHAHAHAHAHA!!!!

As the screen cuts out, Peter's spider tracer went off with his pager and what they all heard on it was shocking

Dispatch: All units: We're getting reports on heavy riots from the Ravencroft Institute. Can anyone respond?

Dispatch # 2: Dispatch, we're getting our hands full with the Mysterio invasion or whatever down here. Cannot respond! Repeat: cannot respond!

Peter: Oh god....Idk what's happening out there but I can't let Mysterio do this.

Tony: Pete, wait. No hard feelings, but you should head to Ravencroft and see what's going on. I'll deal with the fish bowl. (Lol)

Peter: *Turns to Rachel* Rach?

Rachel: You definitely know I'm going with you.

Peter: Right. But Mr. Stark? If you're going after Mysterio and we're going to Ravencroft...we're gonna need some help.

Tony: Help?

Peter made a smirk then Tony grinned for he knew what he was talking about

We cut to the Avengers HQ where we see Sam Wilson (The Falcon) and Wanda Maximoff (The Scarlet Witch) were in the training center during their training Stark appeared on a large screen on the wall.

Tony:  This a bad time?

Wanda: *Gasps* Mr. Stark?

Tony: Good to see you again, Scar. Listen, we got to put the past behind us for now....we got another alien invasion.

We cut back to Venom swinging down to Ravencroft (for some reason) where he saw the riot happening and he was suddenly kicked from Kassidy, who was covered in red symbiote but not fully in his suit yet.

Kassidy: End of the line, Spider-Man!

Venom revealed to be not to be Spider-Man and roared at him. Kassidy shrieked and backed up

Venom: Wrach your temper there. I want him dead too, Cletus. That's why I've been looking for you.

Kassidy: Hmm.....

Venom: Oh yeah....I know EVERYTHING there is to know about you. And everything about that damn spider. What if I told you that I got the answer?

Kassidy: Oh yeah, wise guy? What's that?

Venom: You're gonna help me kill him. See, he HUMILIATED me just the way he humiliated you and I know....I KNOW you didn't take that lightly. Right? Look I want to kill the spider, YOU want to kill the spider. Together, he doesn't stand a chance. Intrested?

Kassidy: *Smirks* Yeah.

By that point, Spidey had already swung out of the hospital with Rachel and they stopped by a bridge that had been closed off from anyone trying to get there.

Rachel: What the--

Spider-Man: Oh great.

They soon approached the bridge.

Rachel; Officer, what's happening?

Officer: We have a riot going down at Ravencroft. Unfortunately, we don't have the manpower to handle it. All we could do is just seal off he bridge.

Spider-Man: What about the people who work there?

Officer: We did send some S.W.A.T and Task Force guys to evacuate....but they're having a real bad time. Think you can lend a hand?

As he was speaking, Pete looked up and saw a news helicopter hovering above him. That's when he knew his help had arrived.

Spider-Man: On our way.

They latched onto it and held on as it took them to straight to Ravencroft.

As it cuts to night, they soon arrive and see the mess that was caused by Kassidy and Venom.

Rachel: Ugh....this is like the Green Goblin all over again.

Spider-Man: Yeah, only worse.

Rachel:....I'm gonna be sick....

Spider-Man: Don't, please. That's my job.

Rachel: Hey....

That's when they saw inmates covered in symbiote and acting like zombies.

Rachel: What the hell is that stuff on them?!

Spider-Man: It's symbiote; only half of it is red. But how?!

Rachel: I don't think I want to find out. We got to bring them down.

Then Spidey and Rachel charged at the inmates and fought them off as best as they could.

Back with Iron Man, he flew towards his destination where he was meeting Sam and Wanda and he soon saw....a dark tower build by Mysterio

Iron Man: Holy....crap. Where's Thor when you need him?

Falcon: *Flies right by Iron man* I think the better question did he built it so fast?

They flew down where Wanda waited for them.

Wanda: It's not about how fast he built it; it's how fast we're gonna bring it down.

Iron Man: Point taken. We're all thinking alike.

Wanda: Took us long enough.

Iron Man: Where are the others?

Falcon: Caps occupied in San Francisco. Romanoff and Clint are terminating a terrorist operation in South America while Banner and Thor are AWOL again. Lang and Vision are in D.C persuing a bombing.

Iron Man: So guess it's just three of us....this...will be fun.

So the three of them made their way to the tower and ended up in the middle ground (middle of the tower) and they saw to their dismay that no one was inside.....yet

Iron Man: No company. I LOVE a good party.

Falcon: How would you know what a good party is?

Iron Man: Cause I invited you to one.

Mysterio's voice: SILENCE!! You puny earthlings are beneath me! You have no way of stopping my invasion for earth.

Iron Man: Yeah yeah yeah. The last person who said that ended up smacked around by a large green friend of ours.

Mysterio: SILENCE!!! Foolish robot! I am unique of all living beings! But enough of this kitty talk! Though I was expecting Spider-Man to show up, you three will do just fine. Forces depose of these fools from my sight!!!!

Mysterio's robot army came flying in and surrounded them.

Iron Man: Once again, we're tied into non even odds.

Falcon: Story of my life.

Scarlet Witch: Let's kick some offence.

Iron Man: None taken.


The trio soon charged at the army into battle.

Back at Ravencroft, Rachel and Spidey held out as much as they could, beating down the inmates and saving the hostages.

Spider-Man: Well.....that seems to be the lot of it.

Rachel heard shrieks and yelled out in agony until she saw Venom approaching from behind.

Rachel: PETE, LOOK OUT!!!

He looked back and Venom swooped down and kicked him down almost immediately. Rachel helped him up and Venom's mask opened, revealing himself.

Eddie: Hey, Parker.

Spider-Man: Oh my god! Eddie?!?!

Eddie: Ooh..wait a minute. My spider senses are tingling. *Shoots a web line at Rachel pulling her to him* If you know what I'm talking about.....

Spider-Man: Let her go, Eddie! 

Venom: *Masks on again* Whoa, Parker. No clever work on the suit? Oh I'm disappointed.

Spider-Man: I said. Let. Her. Go!

He jumped at him but Venom knocked him aside. That's when Kassidy, almost fully in symbiote, appeared out of no where.

Venom: Kill him already. I got stuff to do.

Rachel: Let go of me!! PETER!!!!

Venom carried off with Rachel as Spider-Man tried to catch up to him, but Kassidy pulled him straight down. And now, he stood face to face with Kassidy becoming Carnage!

Spider-Man: Kassidy? Look, this is as far as you. One of you is already enough.

He goes to attack him but Kassidy uppercuts him, leaving Spidey dazed

Kassidy: Cletus Kassidy is no longer anymore. I am my true self now....I am.....CARNAGE!

Spider-Man: Oh great.....

At that point, they go toe to toe which ends quickly when Spider-Man kickied him back into the facility and landed in one of the main storage levels. Spidey caught up with him as Kassidy stood up.

Kassidy: Hehehehe...poor little spider-man. You're just not ready to see the truth yet, are you?

Spider-Man: Well I didn't web up up your mouth cause I didn't want you to suffocate. But now you're starting to talk me out of it.

Kassidy: See, you think you're joking, but I know the one thing you won't admit to yourself.

Spider-Man: What? No, I--

Kassidy: It's not to late to understand. See, you and I are alot more than you realize besides our grudge against thugs and psychos. Maybe....we're both orphans too, and our lives were both down the bottom. I'll tell you everything.

Spider-Man:.....what exactly do you know?

Back with Venom and Rachel, she desprately tried to brake free from Venom's grasp but her powers ran low during the fight with the rest of the inmates, unbeknownst to her.

Rachel: You son of a--Let GO OF ME!

Venom: Shock it, girlie. And stick around.

He threw her into a LARGE cell where it was leaking with water. and Venom turned on the power cable outside, where two loose cables were near the water and flowing to it.

Rachel: *Tries to use her powers* No....not now!

Venom: Looks like you're out of juice. Better hope Parker makes it in time.

Rachel: Why are you doing this?

Venom: Think of it as actual payback! After what Parker did to me, he's about to lose his buns. Like you're about to lose yours.

The water flown closer to the cables.

Rachel: No, no, no, no, no.....

Back at Mysterio's tower, the trio held their own as much as they could from the robot army, but they just kept coming and Wanda was almost out of power herself.

Wanda: Too....too much....

Falcon: Stark! We can't hold out for long!

Iron Man: Argh! Friday, find me a route. This is getting us nowhere. 

Friday panned out a route in synthetic 3D form and it lead the route all the way up to the roof.

Iron Man: Of always ends there. Up we go.

Tony immediately puts his thrusters on and heads toward the roof.

Falcon: Hold on to something.

Wanda immediately held on to Falcon as they flew up behind him.

Unfortunately, Mysterio knew they were coming and he threw down an orb at them. And it started glowing.

Wanda: What is that?

Iron Man: I dunno, but I don't trust it.

He immediately shot at the orb with an auto-machine gun.

Falcon: Wait, stop!

Unfortunately, it was too late. The orb eventually explodes and it blinds them as it also blinds the whole screen and when they all wake up, they find themselves in a alternate dimension.

Wanda: Huh? Wha--what is this?

Falcon: This is screwy.

Iron Man: Took the words out my mouth.

They all looked around at the pitch blackness until Wanda heard a familiar voice.

Voice: WANDA???

It didn't take long for her to recognize the voice. And then she saw a image of her brother, Quicksilver (Evan Peters)

Wanda: Pe--Pietro?

Falcon: Oh boy......I wouldn't do that.....

Wanda: Why not?

Falcon: He's not real, Wanda.

Wanda: What??

Iron Man: He's right. Look!

Suddenly, Quicksilver multiplied into many, many more of them. Wanda didn't want to believe it at all and she teared up


Iron Man: Real or not, they mean to kill us. We'll have to fight our way if we hope to reach Mysterio.

That's when the duo pressed on, including Wanda to fight the Quicksilver army

Back at Ravencroft, Spidey decided to listen in on what Kassidy had to say.

Spider-Man: told me before were searching for answers in death. But what were you trying to do when Rach and I stopped you? You said I was just like you? A family? And what's the point of all that?

Kassidy: So we can spread the message. The truth. That chaos, fear and death are the only--

Spider-Man: Wrong! You're trying to create a family cause you never had one. You think Eddie could be your family cause he wears that suit? It changes you. Just like it did me.

Kassidy: And when you were that suit, you came so close to realizing the only meaningful thing is death.

Spider-Man: That's not true. You killed cause you were trying to understand something. What is it you're trying to understand?

Kassidy: The secrets in revealing all of us. That we're afraid to see.

Spider-Man: Well you're right about death. It is a part of life. Sometimes for a reason and sometimes for no reason. You're wasting your time looking for cosmic answers in death. Life is what you find meaning. And buddy, you just wasted yours. Besides, what makes you think I'm anything like you?

Kassidy: You wanted to do what I did.

Spider-Man: That is true. I hate to admit it but I be lying to myself if I didn't.

Kassidy: I KNEW it!

Spider-Man: But, it's called being human. Anger, wanting revenge; it's not wrong to feel that way, but it's really about how you act on them.

Kassidy: Yet, there's only ONE difference between you and me, Spider-Man; I am at peace of who I am.

Spider-Man: Well , you shouldn't be.

Kassidy: And you should? Then why aren't you?

Spider-Man: Sorry Cletus but I'm---

Just then, Harry appeared out of nowhere and tackled Spidey on the ground and started choking him as Kassidy looked on and smirks.

Spidey: H-Harry?!

Harry: If only I could cause you the pain that you caused me. *Takes pocket knife* First, let's see who's behind the mask. And look into your eyes as you DIE.

He pulls off the mask and his face FROZE up. They both locked eyes onto each other as Harry gasps and drops the knife in shock.

Harry: No...Peter.....I'm seeing things...Ho--h--how could you be Spider-Man? M--my.....

Peter slowly gets up and tries to explain.

Peter: Harry, I know what you may be thinking. But trust me, I would never do something like that.

Harry: You're not convincing me, Pete.

Peter: Listen to me, I DIDN'T kill your father!

Before he could even finish the statement, Kassidy started groaning in pain and the symbiote fully took over him.

He was finally the one and only CARNAGE

Harry: Holy....

Carnage: *chuckles* Chaos.....chaos and death is the answer.

Peter: me a favor.....and find Rachel.

Harry: Wh--why should I? Huh?

Peter: Let me handle this guy. Please.....for me.....

Harry didn't know what else to he ran to find Rachel as Spidey stood face to face with a monster that has revealed it's TRUE self

Back with Iron Man and the other two, their attacks had little to NO effect on the Quicksilvers.

Falcon: Nothing's working! We can't hurt them!

Iron Man: There must be a way.

He looked around 'till Friday spoke

Friday: Sir, the image source is located beneath you.

Iron Man: Beneath?

He scanned the floor from under them, locating an image device like the one from two years ago and the press confrence. Stark then punched a hole in the floor and flew down, then destroyed the machine as the Quicksilvers disappeared.

Wanda: *Tears up* Pietro.....

Sam: Hey...keep it together, Wanda. Keep it together.

She nodded holding in a cry.

However, Iron Man found himself in a room surrounded by a lot of mirrors.

Iron Man: What is this; an amusement park? I thought this guy was supposed to be an alien. 

Mysterio's voice: SILENCE!!! It is time for you to meet your doom.

He then heard a noise turning to one of the mirrors.

Iron Man: What the hell was that? Wha--

Stark's reflection, somehow came out of the mirror all wiggly and skinnier

Mysterio: Now, prepare to face your most dangerous nemisis: Yourself!

The mirror reflections of Iron Man blasted at the real one, forcing him to blast back to hold them off. But more mirrored Iron Man's came out of the other mirror's.

Iron Man: Friday, what the hell's going on?! What are these things?!

Friday: Other images, sir. The source is located behind one of the mirrors.

Iron Man: And let me guess. I break each one, till I find it?

Friday: Precisely, sir.

As he fought off the fake Iron man's he blasted every mirror till there was one left

He was about to shoot but...

The last two mirrored Iron man's disabled his suit from behind

Iron Man: *Falls* Oof!

Mysterio: Hahahahahaha!!! You're luck just ran out, Iron Man!

Back at Ravencroft, Harry made his way into the iscolation rooms to find the cell Rachel's trapped in.

Rachel: Harry?? Harry!! The power! Shut it off! Quickly!

Harry: Did you knew, Rach? Did you knew, Pete killed my father?

Rachel: Wha--Harry....listen to me, this is hardly the time for that. Find the swi--

Harry: Save it! I saw my father's blood on his hands and you defend him like he's your bread and butter!

Rachel: Harry, look out!

Black webbing lines shot on Harry's arms and tied up tight and Venom landed in front of him

Venom: Well, well....Parker's rich friend decide to join the party. The more the merrier.

Harry: What's it to you?

Venom: Parker hasn't suffered nearly enough yet. Don't get bored on me. Maybe this'll put him out of his misery.

He was about to strike at him but....a very strong, STRONG force pushed him back and sent him into the same cell that Rachel was in and that's when she saw her opportunity. She took both wires with her remaining powers and stuck them....where the sun don't shine.


The water fills all the way up and the same force that pushed Venom back grabbed the wires and shocked him, knocking him out but not killing him. And then it brakes Rach's cell open.

Rachel and Harry looked at each other till.....Rachel's jaw dropped as she saw.....

Carrie floating down in front of her in her X-Men battle suit.

Rachel: Y--you came back.

As Carrie landed, she smiled at her sister and held out her hand. Rachel took it willingly and hugged her as the girls giggled.

Carrie: Looks like I came just in the nick of time.

Rachel: Couple of minutes ago wouldn't have been so bad either.

Carrie: What'd you gonna do? KURT!

That's when Nightcrawler (Alan Cumming) appeared from teleportation.

Kurt: Guten tag

Harry: What the hell is that thing?!

Carrie: My boyfriend.

Rachel: Yeah....don't ask, Harry.

Kurt: Grab ahold of me.

They all did and teleported away, but Venom, lying there, slowly moved his hand

(Uh oh)

Back with Spidey and Carnage, they fought on and Carnage crashed through the second story level with Spider-Man and both landed into a giant boiler room. Carnage then held Spider-Man by the neck and it started to choke him (metamorphosis)

Peter: K--Kassidy, i understand your pain. But you have to let me help you. Get you to people who can--who can fix what they've done to you.

Carnage: You're the one who needs fixing, Spider-Man. I'm finally perfect. What I was always meant to be....

Carnage then slams him down and beats the ever loving sh** out of him in a moments notice. Near the end, he uses weblines from his hand to toss him all around before throwing him outside the facility, which was still surrounded by S.W.A.Ts, and infected inmates.

As Peter looked up and around at the chaos, Carnage reappears again and screeches, getting the S.W.A.T's attention.

He slowly and calmly walks and approached Peter, as he told them to stand down.

Carnage: You live in a world of and everyone like you. Once I've got my family together, we'll spread the word. We'll wake everyone up.

Peter: I really wish you couldn't, after the week I'm having, I could use a very long nap.

S.W.A.T officer: STAND DOWN!

Carnage: Or what?

Carnage cleared them out in a heart beat right before Spidey's eyes and he tried to stop him

Back at Mysterio's tower.....

Wanda: Where could he have gone?

Falcon: There. *Points* That hole on the floor looks suspicious.

Wanda held on to Sam as he flew down to the hole.

As Iron man tried to reach for the last mirror the mirrored Iron man's had him pinned down and sadly...........his suit ran out of power

Tony: Shoot.....guess this means I'm screwed.

But Falcon and the Scarlet Witch swooped down in time and takes down the mirrored Iron man's as Wanda rushed to Tony's aid

Wanda: Mr. Stark?

Tony: The mirror....destroy the mirror! Hurry up!

Wanda turned to the mirror and focused her energy on it, but electricity blasted out of it, shocking her as she screamed and fell

Iron Man: NO!

And then the mirror opened up like an elevator know who, followed by his forces came storming in.

Mysterio: You fools dare to challenge the impenitent might of Mysterio? I will destroy you all permanently! You will bare witness to the glory of my power! Prepare to die!!

Back in the boiler room at Ravencroft, Spidey and Carnage were still duking it out after the remaning SWAT team escaped and Spidey nearly had Carnage on the ropes with fire he set on him 'till suddenly.....


Appeared out of nowhere and tied web lines on Spider-Man's hands and kicked him across the room like a softball.

Venom: Like looking at a mirror, ain't it? Only I'm bigger. And better!

Spider-Man: don't have to do this. The suit! You got to take it off.

Venom: Ahh, you'd like that, Wouldn't you?

Spider-Man: Trust me....I know what it feels feels good. The power, the strength, the ability, everything. But you'll lose yourself. It'll kill you before you even sense it. Get rid of it.

Venom: Nah, I like being bad. It makes me happy.

He then kicked him towards the fire and it looked like it was it for our young hero....but....

He was caught in a force of telekinesis and looked over to see Rachel arrive in time. Carrie also waved her hands to tear the webs up with her powers.

Then Nightcrawler appeared behind the two symbiote monsters and knocked them away with his tail.

Spider-Man: The fire! Get them towards the fire!

Nightcrawler: Is that their weakness?

Spider-Man: Idk....but it's worth finding out.

Carrie felt some disturbances from far away over at Mysterio's tower

Carrie: Guys....we have something else going on down town. Mr. Stark's injured along with Wanda and Sam.

Spidey: Mysterio.

Rachel then turned towards Peter.

Rachel: I got this, Pete. You have to finish off these slimballs.

Spider-Man: But Rachel, you have no idea what Mysterio is capable of...

Rachel: It doesn't matter! I have to take that chance!

Spider-Man: But---

Rachel pulled half of his mask off and kissed him.....possibly for the last time

Rachel: It's the only way.

She then took off and left the rest to fend for themselves. Spidey then turned around to see Venom slowly get up and stare DEAD at him.

Venom: Come on, now. I know you better than you know yourself, Parker. TRY SOMETHING I DON'T EXPECT!

Spidey: Guys....might want to cover me here.

Carrie: Got you covered. Kurt?

Kurt: Still on duty, baby.

Harry: This doesn't change anything between us.

Spidey: Trust me, I think it will.

Carrie: I got the red one.

Carange laughed mainically.....

Carrie: Fire....the bigger they are....the faster they burn.....

Her powers broke more boilers, setting more fires blocking Carnage's path. Then Kurt teleported behind him and knocked him into it

Carnage: AHHH!!

But he jumped out onto Kurt and was about to strike with his claws, but Carrie pushed him off with force

Carrie: Keep your disgusting hands off my Nightcrawler.

As for Spidey and Venom's fight, it got more intence but the fires finally stared to lose energy and flicker out .

Spider-Man: Oh no....not now.

Venom: What's the matter, Parker? Run out of juice? Well fairs fair, Parker. Now it's time for a little one on one.

Spider-Man: The game. Ends here.

And they stood face to face.

We cut back to Mysterio's lair where the forces had the trio out numbered and with Tony out of power he could not fight 

Wanda: We're running out of options! We won't make it!

Sam: There's got to be a way!

Mysterio: Fools! You have run out of alternitives. It's time to end this senseless battle!

Mysterio looked like he had the upper hand....until.....

All the broken mirrors started to brighten up with light and Mysterio began to freak the freak out

Wanda: Wha--?

Mysterio: No...NO!! IT'S NOT POSSIBLE!!!

The light blinds the entire screen and the next thing you know.....Rachel appeared after the light fades and forcefully pushes Mysterio with her powers slamming him to the wall cracking his bowl

Mysterio: Curses!

Rachel: You've just been cursed....Beck.

Mysterio: WHAT??!?!

She picked him up with her telekinesis.

Rachel: Take off that helmet, NOW!

Caught in the same telepathy as Jesse, Mysterio chugged off his helmet, officially revealing himself.

And Stark....was not the least bit surprised.

Tony: Quintin Beck, hmm?

Beck: H--how did you know?!

Rachel: I read minds.

Tony: I thought something smelled fishy back at the press confrence. 

Rachel: As did I. I read his mind, there. Realizing that the device heist pulled by the imposter Spider-Man was just a set up by him. He wanted all of New York to think that Spider-Man tried to ruin his reputation just to turn them against him. Only to rob them from hope. And then he became Mysterio, to make them flee and kneel before him.

Falcon: Why is always the ulterior motive?

Tony: For some reason, I can never get away from that. I'll get him to the authorities.

Beck: *aargh* This. Isn't. Over.

Tony: Yeah, yeah, yeah. And you'll be back to exact your revenge. I get that a lot.

We cut back to the final showdown with Spider-man vs Venom and Carrie and Nightcrawler vs Carnage

As for Harry, after learning the truth about Peter, it was hard for him to just idly stand by and watch. He soon ran off without anyone noticing or saying anything.

Venom: You know what they say about things you throw away: One man's trash, is another man's treasure.

Spidey: Trust me Eddie, There's a reason why it's called "trash"!

They brawled on.

Kurt kept Carnage busy as Carrie prepaired to set more fires but....her energy was running low

Carrie: Oh no....God help me please...

It didn't take long for Carnage to find an opening and knocked Kurt off him and he turned towards Carrie

Carnage: Carrie....White....God's most loyal servent. I sense great fear in you. You must feel it. Give in.

Carrie: I'll never give in to that side of me again!

Carnage: Then my brethren has spoken. You must DIE.

He lundges at her but Carrie gets out of the way in time, but Carnage collides head-first with a propane tank and it starts hissing fire moving all over him before moving like a rocket and knocking Venom upside the head and crashing into a bunch of falling pipes. The sound waves effected both Venom and Carnage as they started to spike.

That's when Pete remembered when the bell effected him when he tried to tare it off and yelled and he got an idea.


Kurt teleported to the top hitting steal walls with a pipe Carrie smashed walls with force of her remaining powers creating sonic waves.

Both Venom and Carnage were shrieking in pain their suits began to act up. All of the symbiote on Carnage completely burned off and he fell, still endowsed in flames.

Venom: Ahhh!! I can't....control it!

He yelled out in agony until all of a sudden, the symbiote spiked Venoma heart and exploded.....and he fell.....dead.

Kassidy, on the other hand, was still barely crawling out of the fire as Carrie and Kurt just looked down at him.

Kassidy: *weakly* N-no.....I do-don't wanna be alone again.....Pl-please just let me--let me die.

Both Carrie and Kurt just looked at each other as Carrie used her powers to dose the fire and pull Kassidy out of it.

Carrie: I feel your pain, Kassidy. But that isn't the answer. None of us are gonna find any answers here.

Kassidy just weakly chucklesnup at her until his eyesight fades....and he passes.

Spider-Man: They're gone....

Kurt and Carrie stood together hand in hand and in his other hand, he held his cross.

Kurt: The Lord is my shepherd. I shall not. He maketh me to lie down in green pastures. Though I walk through the valley of the shadow of the dead, I shall fear no evil. For though art with me.

Spidey just stood there feeling bad that he could not resolve this earlier. But he turned around to see Rachel, Stark and the other two arrive and he nodded at them about Eddie and Kassidy.

Rachel just walked up to him and hugged him as Tony took a close look at Eddie and Kassidy's lifeless bodies and analized them to notice....the symbiotes were gone....

Tony: This can't be right.

Peter: What isn't, Mr. Stark?

Rachel: What do you mean by that?

Tony: The symbiotes on them are wasn't what killed them, but analysis says it was enough to trigger a terminal number.

Carrie: So if the symbiotes are gone....what does this mean?

Tony: I---I don't know.

The camera zooms close to Spider-Man's face with a hint of worries and bad feelings.....

~End credits~

Post Credit Scenes

  1. The screen fades outside of Ravencroft and then cuts to the prison facility where Felicia was being held.

As she was just pacing around, she hears three big thuds and an explosion. It knocks her back a bit as she hits the wall with the back of her head. But she gets up to see a nicely dressed man causally walking in, through the fire along with some machine gun toading henchmen. Eventually, the smoke clears as his identity is revealed.

Felicia: *smirks* Wilson Fisk.

Kingpin (Jamal Woolard): Ahh. I see you remember me, Felicia. Nice seeing you.

Felicia: To what do I owe this pleasure?

Kingpin: The pleasure, I assure you, is all mine. But I'm here on official business. And business always comes before pleasure, sweetheart.

Felicia: *chuckles* I beg to differ.

At that point, the Kingpin throws her down a contract and she took time to look at it.

Felicia: What happens if I don't sign?

Kingpin: You rot in here or you work for me.

Felicia: And if I do?

The camera zooms at his smirk and then cuts out.

2. Back at the Osborn's manor, Harry was outraged of the truth he learned and took sips of wine 'till......


That echoed laugh made him jump up as he looked around.

Harry: Is somebody there?

Norman's voice (Jason Clarke's voice): You've taken your eye off the ball!

He turned to a painting of his father and his mind flashed as he heard the Goblin's laugh and gasped.

Norman: Son.

He looked over at the mirror reflections and he actually saw his father standing out of it.

Norman: I'm here.

Harry: Dad?? B--but...I thought you were....

Norman: I'm alive in you, Harry. But now your time has come. Remember me....

Harry: I--I...yes father...I'll always remember.

Norman: I was right about Peter. As you were right when you swore to make him pay. know what you must do, my son. Make him suffer.....*Green Goblins voice* Make him wish he were dead. First! We attack his heart!

The screen cuts to Harry growing more and more angry as his eyes glowed....yellow!

3. One night at Central park, we see Jesse, still under Rachel's telepathy, walking as his feet had been bleeding for minutes until.....


He finally stopped and looked over his shoulder.

Jesse: Who's there?

He looked around, seeing nothing was there. Then he sat on a nearby bench and finally relaxed.

Jesse: Ahh thank god.....I thought I never....

There was another crack again which caused him to jump up and look around. But there was still nothing.....until....

The two missing symbiotes of Venom and Carnage appeared out of nowhere and both grabbed Jesse and both bonded with him. He screamed and screamed in agony, trying to get rid of it, but combined together it was too strong for him to resist and then.......

Jesse: Yes.....YEEEEEESSSSSSS! Now this is power! With this amount of willpower, I can have my revenge and rule the world....for I am....THE SPIDER-CARNAGE!!! HAHAHAHAHAHAHAHAHA!!!!

(Cuts out)


  • Peter Parker (Spider-Man)
  • Rachel Lang
  • Carrie White
  • Kurt Wagner (Nightcrawler)
  • Harry Osborn
  • Black Cat
  • Jesse Ryan
  • Falcon
  • Scarlet Witch
  • Tony Stark (Iron Man)


  • Venom (Eddie Brock)
  • Carnage (Cletus Kassidy)

Main Cast Gallery


More coming soon......


  • X-C 2: Rise Of Sinister

  • Avengers: Fever Of Rage

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