Ultimate Spider-Man 1. Chapter 1

**I Am Carnage**

**Chapter 1**

**Couples: Undecided, but yaoi is a possibility. **

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"Oh, it's been so long since the three of us have hung out!"

Peter couldn't help but smile a little when he heard MJ say that. It had been a long time since he had gone out with MJ and Harry. Being Spider-Man really ate up his time, and when you throw in the fact that he still had to deal with school and his team it was a miracle that he found time to breathe. However, today he was just going to hang out with his friends and relax. No dealing with SHIELD, no fighting super villains, and no arguing with his team. The thought of having a nice calm day made Peter's smile just a bit bigger.

"It has been way too long, but let's not dwell on that." Peter said. "Instead we should be talking about what movie we should see."

"I want to see the Sensational Hornet movie." MJ said.

"That's the new superhero movie isn't it?" Peter asked.

"Yeah, it is."

Harry just groaned before he said "I think I see enough superheroes running around New York. Can't we watch that new horror movie instead?"

"You want to see The Darkness Within? Why that movie? The trailers for it look really lame."

"They do not look lame, and I think the plot sounds interesting."

"I didn't think it sounds all that interesting. You agree with me don't you Peter?" MJ asked as she turned to look at her blue eyed friend.

"Oh no don't drag me into this. I think both movies sound good." Peter said.

"If you won't be our tiebreaker how are we going to choose which movie to see?" Harry asked as a small smile started to appear on his face.

"By playing rock-paper-scissors?" Peter suggested.

"I'm game!" MJ said.

Harry sighed, but his smile never disappeared so it was easy to tell that he actually didn't mind playing the game. However, just when the two of them started to play the game Peter could feel his spider sense going into overdrive. Peter had just enough time to turn around only to feel something slam into him. His head slammed into the concrete, and he couldn't help but yelp a bit in pain. He could feel someone holding him down to the ground, and all around him he could hear people screaming. He cracked his eyes open only to see the Goblin smiling down at him.

"It's been awhile Peter."

"Not long enough if you ask me." Peter said.

His head was killing him and Goblin had such a tight grip on his wrists that Peter wouldn't be surprised if they were now bruised.

"Let Peter go dad!" Harry yelled out.

"Stay out of this Harry this has nothing to do with you." The Goblin grumbled.

"It has everything to do with me when you decide to attack my best friend!"

Goblin didn't even bother to say anything to that. He just looked down at Peter and started to grin.

"I think it's time that we left."

Peter opened his mouth to say something, but he immediately clamped his mouth shut when he feels electric shocks course through his whole body. It wasn't strong enough to kill him, but it was strong enough to knock him out. It didn't take long for him to pass out at all, and right before he slipped into the welcoming arms of unconsciousness he heard MJ and Harry screaming his name….

* * *

When Peter woke up he was aware of two things. Thing number one was the fact that he was strapped down to a metal chair with metal restraints. Thing number two was the fact that he seemed to be in a lab of some sort. He was surrounded by hexagon shaped screens, and every single screen was displaying some sort of information. Mathematical equations, lists of equipment needed for experiments, and data collected from past experiments were just a few of the things being displayed.

A couple of the screens were playing old news footage of him and his team fighting bad guys. One lone screen that was attached to the wall across from Peter had been set to J.J Jameson's channel and the man was currently ranting about something that had annoyed him today. The TV had been muted, but it didn't take a rocket scientist to figure out that he was probably yelling about Spider-Man.

"So I see you are awake." A voice called out to him.

Peter wasn't at all surprised to see the Goblin come walking out of the darkness toward him.

'_I can't have just one normal day to relax can I?' _Peter thought as he stared at his kidnapper.

"What do you want?"

"What do I want? I just want to get my son back."

"I am not your son."

Goblin smirked before he said "Perhaps not right now, but you were when you were Carnage."

Peter couldn't help but cringe a bit at the memory of being Carnage. He could see everything, but he couldn't control his movements or even speak. It wasn't a pleasant experience to say the least.

"Harry put an end to your Carnage experiment." Peter said as he tried to free himself from his restraints.

Naturally the dang things wouldn't budge and he couldn't slip his limbs out of the restraints. Goblin just watched him as he struggled against his restraints and smiled.

"I admit that Harry's involvement was unexpected, but I like to think of it as a learning opportunity."

"Learning opportunity?"

"As Carnage you were almost perfect, but it became obvious that there were a few kinks to work out."

Peter could see that the Goblin was holding a very familiar syringe gun. Bouncing around in the glass tube that was attached to the gun was a familiar black substance, and Peter couldn't help but cringe upon seeing it.

"What exactly were these kinks that you needed to work out?" Peter asked.

He was asking partially because he needed to know what that stuff was going to do to him, and partially to keep Goblin talking. With any luck SHIELD had been alerted to the fact that he had been kidnapped and his team was coming to rescue him right now. Luckily, Goblin seemed to be in the mood for answering questions.

"The symbiote had too much control, and it was too attached to its former host. I need to make sure that this time the symbiote won't just jump to a new host."

Goblin glanced down at the syringe gun and smiled.

"I need a perfect fusion between you and the symbiote. The symbiote's strength and powers combined with your intelligence would make the perfect son."

Goblin looked back up at Peter and said "So this time you will be the one in control."

"If I'm the one in control there is no way that I would listen to you."

"I know you won't listen to me on your own so I'm going to have to make adjustments to make sure that you listen."

Peter could feel a shiver travel down his spine when he heard Goblin say "I will make sure that by the time I'm done with you you'll think you have always been Carnage. The person that you are now will be dead and my perfect son Carnage will be the only thing left."

"I think you have some messed up views when it comes to perfection." Peter said with a straight face, but on the inside he was freaking out.

Being told that you would cease to exist as the person that you are and that you would be turned into a monster tended to freak most people out. Of course the big question was how would Goblin go about doing that? Goblin wasn't coming right out and saying it, but it was pretty strongly implied that his memories would be erased. How would Goblin go about erasing his memories? By using the symbiote? A machine? Some sort of chemical concoction? Peter didn't know, and he wasn't really sure if he truly wanted to find out.

Peter was snapped out of his thoughts when he heard Goblin say "I think we have chatted long enough."

Without even a single warning Peter felt the Goblin jab a needle into his skin. After a few seconds had passed Peter could feel the Goblin pull the needle out before he stepped back to watch the show. It didn't take long for the symbiote to cover his whole body, and once the symbiote was covering his body the pain immediately started to kick in. The first time he had been transformed into Carnage the transformation had been painful, but this time the transformation was downright agonizing. It felt like something was trying to claw his skin off. Peter couldn't help but scream in pain. Eventually the pain became too much to take and the poor boy once again slipped back into unconsciousness….

* * *

"No, he isn't ready yet!"

Somebody was yelling…

"You think we care about that!?"

Scratch that, a lot of people were yelling and it was very annoying.

"Carnage belongs to me do you hear me!"

'_That's my name…' _Carnage thought. Why was somebody yelling about owning him?

"Peter doesn't belong to you!"

'_Peter?_' Carnage thought in confusion.

Who the hell was Peter? The name sounded familiar, and Carnage felt like he should know who that was. However, thinking about this Peter person just made his head hurt and the yelling certainly wasn't helping matters. Carnage hissed a little in annoyance before he slowly opened his eyes. The scene that he woke up to was positively chaotic. The room was absolutely trashed. Almost all of the TV screens that were attached to the walls had been smashed, and the floor was covered in shattered glass and electrical parts.

In the middle of all of this chaos were four costumed people trying to beat up some green monster. None of them had even realized that Carnage had woken up. Carnage just narrowed his eyes before he glanced down at the restraints that were keeping him pinned down his seat. They looked week enough that he could easily break the restraints. Without wasting any time Carnage quickly snapped his restraints and pulled himself out of the chair.

Unfortunately, his movements had attracted the attention of the five other people in the room. The four costumed people stared at him like he was some sort of alien, but the green monster just started to give Carnage a creepy grin. The woman in the white costume took a step toward him, but she stopped moving when Carnage knelt down to an attacking position and hissed at her.

"Peter…?" She called out softly.

Carnage couldn't help but cringe upon hearing that name. He wasn't Peter, but Carnage couldn't deny that the name sounded familiar. Carnage just shook his head and stared at the woman.

"I am not Peter." Carnage hissed out.

The four costume people seemed surprised to hear him speak and they even looked a little unsettled upon hearing his voice. However, the green monster looked like he had just heard his own child say his first word. Truthfully, Carnage was slightly bothered by the sound of his own voice. It sounded like two voices talking at once. It wasn't natural sounding by any stretch of the imagination, but even then Carnage couldn't understand why it bothered him at all.

It was his voice, and this is what he had always sounded like. Or at least Carnage was pretty sure that he had always sounded like that anyway. Carnage was all too aware of the fact that everyone was still staring at him so he quickly shook his confusion about his voice away and shouted out the one thing that he knew without a shadow of a doubt was true….

"I am not Peter! I am Carnage!"

* * *

**Info Time!**

**The Sensational Hornet: The Hornet was actually one of the secret identities that Peter took up in the 'Identity Crisis' storyline of the Spider-Man comic books. It's also one of the costumes that you can unlock in the Amazing Spider-Man 2 game. No real reason as to why it's here it's just here for fun.**

**Couples: Their may or may not be any couples in this. I'm sort of on the fence about having any couples. If it does happen I'm thinking of having Deadpool X Peter be one of the couples. Or maybe Peter X Ava. As I said before I haven't really figured out which couple I want yet if I do decide to have couples. **

**Carnage episode: So when I watched the Carnage episode I thought having Peter being Carnage was really interesting. However, I was really disappointed that it didn't last long at all. Granted I knew it wouldn't last forever, but I was hoping Peter would be Carnage longer or that we would at least get a two part episode. Either way that episode inspired me to write this fanfic.**

**Now I haven't watched all of the episodes of Ultimate Spider-Man yet so please bear with me if I get anything wrong or mixed up. **

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	2. Chapter 2: A runaway named Carnage

**I Am Carnage**

**Chapter 2**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

The four costumed people stared at Carnage upon hearing him shout his name. They looked like they could not believe what they just heard. However, on the other side of the coin the green monster looked positively delighted. They were two totally different reactions, but they both bothered Carnage more than they had any right to. What also bothered Carnage was the fact that the green monster had started to walk toward him. Carnage knelt closer to the ground and let out a warning hiss, but that didn't even bother the green creature. He only stopped moving when Carnage created some spike like tendrils and aimed them at the green creature.

While he didn't come out and say it Carnage was making it very clear to the man that if he stepped any closer he would stab him. To the man's credit he didn't even seem fazed by the threat of being stabbed. If anything he looked more like a proud papa who was growing prouder by the second.

"My son you are definitely living up to expectations so far."

"Son?" Carnage said in confusion.

There was no way this guy was his dad. Or at least Carnage was pretty dang sure that this guy wasn't his dad. To be honest Carnage's mind was a scrambled mess. The only real true memory that he had was waking up to this mess. However, he knew that he should remember more than that. He should have a lot of memories, but any attempt to try and drag some long forgotten memory out of the dark recess of his mind just caused his already aching head to hurt even worse. It was becoming obvious that he should know who the people in this room where, but he was coming up with no names to go with these faces.

Carnage placed a clawed hand on his head as he desperately tried to figure out who this green monster guy was. What was his name? Hobgoblin? Hammerhead? Tombstone? Carnage growled in frustration and without even thinking he used one of his tendrils to smash one of the still intact TVs that were attached to the wall. The simple act of smashing something helped to calm him somewhat, but his frustration was still there.

"Who are you?" Carnage asked.

The man frowned, but the frown disappeared within a matter of seconds. "I am the Goblin, and I am your creator."

"Like heck you are! You didn't make him!" The boy wearing a red and gold helmet shouted out.

"Quiet you! I wouldn't have to explain these things if you hadn't interrupted the procedure!"

"Oh, don't blame us for this!" The helmeted boy snapped.

They were slowly going back into the verbal fight that they had been having earlier, and this fact just made Carnage want to groan and ask what the hell was going on. Goblin just glared at the helmeted boy before he turned his attention back onto Carnage.

"I've had enough of this. Carnage rip them to shreds." Goblin ordered.

Carnage just glanced over at the four costumed people before he looked at Goblin and scowled. Creator or not Carnage wasn't going to follow the Goblin's orders. No one was going to order him around especially when he had no idea about what the heck was going on. Goblin didn't exactly take Carnage's refusal to listen well. Carnage could feel a buzzing in the back of his head, and Carnage felt the sudden need to get away from Goblin. However, before Carnage could step away Goblin placed both of his hands on Carnage's shoulders.

"Obey Symbion!"

Without so much as a warning Carnage suddenly felt jolts of electricity throughout his body. The pain was almost unbearable and Carnage let out a loud screech of pain. The second that the Goblin stopped hurting him with electricity Carnage mindlessly launched himself at Goblin and started clawing at any part of Goblin that Carnage could get his hands on. Goblin tried to fling him off, but Carnage just jammed his claws into the Goblin's shoulder and continued his attack. Blood was flying, Goblin was yelling, and a little sadistic voice in the back of Carnage's head was cheering him on.

**Hurt him! Kill him! Show everyone what happens when they dare to hurt us!**

The voice just egged him on, but just when Carnage was just about to try and stab Goblin with a spike he felt something slam into him. Carnage crashed into the wall, but the creature quickly recovered and turned to look at the costumed people. Due to the mask Carnage couldn't figure out what the woman in white was thinking, but if the worried frowns that the others had were anything to go by she probably had a worried look on her face too. The boy with the helmet had a hand raised up, and it didn't take a rocket scientist to figure out that he was probably the one who hit him. The voice in his head that had been howling for blood only a few minutes ago had fallen silent only to be replaced with a calm voice that was telling him to get the hell out of dodge.

_Get out of here. Run. You don't want to fight them. _

He probably didn't want to fight them. It was four against one which wasn't the best odds, and the fact that Carnage didn't really know how they fought didn't exactly help to improve his odds. The creature's eyes wondered all around the room in hopes of finding an escape route. Eventually his eyes fell upon a lone dirty window that was on the back wall above everyone's head. It was just big enough that Carnage could fit through it.

'_Here goes nothing.'_ Carnage thought.

Before anyone could even react Carnage quickly web slung his way up to the window and smashed his way through it. Upon reaching outside Carnage landed on the ground near the door of the warehouse that he had previously been in. The second his feet touched the floor a harsh light started shining down on him. Carnage squinted in the light and looked up only to see that the light was coming from a black helicopter. A quick glance around him showed that the building was surrounded by black cars and people in riot gear. The helicopter, cars, and riot gear all had one word printed on them.

SHIELD

Carnage could feel the warning bells going off in his head, and the fact that he had a bunch of guns aimed straight at him just helped to really hammer in the fact that these people were not here to say hello.

He was proven right when he heard a woman shout out "It's a symbiote! Take it down!"

Carnage jumped out of the way before they could fill him full of holes. Without wasting any time the creature quickly webbed swung his way over the agents head and started to web swing away from the scene. Carnage was dimly aware of the fact that he could hear another helicopter approaching the warehouse and he could hear people yelling, but he didn't pay attention to any of that. He just kept swinging away until the voices grew silent, the helicopters were far behind him, and the buzzing in his head finally went away. However, even once the buzzing in his head went away his mind was still racing. He didn't know who SHIELD was, but they were quick to try and kill him. That was enough for Carnage to decide right then and there that they were not to be trusted and that he should avoid them as much as possible….

* * *

"Carnage is back."

Ava's words were spoken so softly that Fury almost didn't hear them. Ava stood before him with the rest of her team, and to say that they looked like they were down in the dumps was putting it mildly. Sam looked like he was sucking on a lemon, Danny seemed to be completely lost in thought, Luke looked beyond worried, and Ava was nervously running her clawed hands through her hair as if to keep herself calm. They all looked like they had been unharmed, but it was obvious that they had all seen something that greatly upset them.

Fury looked away from the superheroes to briefly glance around the room. It definitely looked like a battle had taken place here. A few of the TV screens that had been hooked onto the wall had been smashed and Fury could see claw marks here and there on the floor and walls. However, the most notable thing in the destroyed lab was the large amount of blood that now covered the lab floor. The blood obviously didn't come from the teenage superheroes, and Fury was pretty sure he knew where the blood came from.

"Where is the Goblin?"

"He escaped when we tried to stop Carnage from escaping." Luke said.

"More like tried to stop the SHIELD agents from filling him full of lead." Sam grumbled.

Fury said nothing to this he just glanced back at the puddle of blood that was on the floor. Fury's copter had arrived on the scene when Carnage was nothing but a small speck on the horizon. He ordered a few of his agents to go after him, but truthfully the man doubted that they would catch up to boy.

"Was the symbiote in control?"

Danny just shook his head before he said "No Peter seemed to be in control, but he didn't seem to have any memories."

"He didn't recognize anyone, but when Goblin ordered him to attack us he didn't do it." Luke said. "Goblin electrocuted him for not listening."

"Then he just snapped and lashed out at the Goblin. The only reason he stopped was because of Nova." Ava said.

"Do you think he would have killed him?" Furry asked.

The teenage superheroes looked like they didn't know how to answer that, but eventually Ava slowly nodded.

"I think he might of if we let him. He was in a blind rage when he attacked Goblin."

Not exactly what Furry wanted to hear, but the fact that he refused to blindly attack people he didn't know was good. Still the fact that he so violently lashed out at out someone upon being attacked was concerning. There was nothing stopping him from doing it again, and he was currently running free around the city. This time Carnage hadn't killed anyone, but if an idiot with a weapon decided to try and attack him there was a very real chance that Carnage would just kill them. That wasn't good. That wasn't good at all.

Fury could feel a headache coming on, but he rested the urge to rub his head and groan.

"Do you have anything else to report?"

"Carnage can speak this time." Ava said.

"Yeah, and he sounds like something that came right out of a horror movie." Sam said.

That was a little surprising. Last time Peter had been turned into Carnage all he could do was screech and growl.

"Do you think we could talk to him?"

Danny nodded before he said "I think we could, but who knows if he would trust us. A bunch of SHEILD agents tried to shoot him after all."

Furry was about to respond to that, but he fell silent when he heard someone call out to him.

"Sir?"

Furry turned to see one of his agents had approached him.

"Agent Ryan what do you have to report?"

"We have collected all of the data that we could get on Goblin's Project Carnage. However, a lot of the data has been erased from Goblin's computers so most of the information is incomplete."

"Can the data be recovered?"

Agent Ryan just shrugged before he said "We won't know till we try, but I wouldn't get our hopes up. Hopefully, the few tests that we ran on the Venom symbiote will help us figure this mess out."

Furry just nodded before he dismissed the agent. Once the agent was gone Fury looked back over at what was left of Spider-Man's team.

"Team I have a mission for you. I need you to bring Carnage in."

"How?" Sam asked.

"Talk him into coming with you if you can, but if you can't do that then bring him down with force."

The teenage superheroes didn't look to enthusiastic about fighting their friend. Not that Fury could really blame them.

The man just sighed before he said "The sooner we catch him the sooner we can get back our friendly neighborhood Spider-Man."

"We will be able to get Peter back, right?" Ava asked.

"I promise you that SHIELD will do everything in its power to help free Parker from the Carnage symbiote."

Those words seemed to help put the team of superheroes at ease. With nothing more to say Fury turned and started to make his way back to his helicopter. As he walked to the helicopter Fury could do nothing more but hope that they would be able to find Peter before he caused any serious damage…..

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**So that's chapter 2. I'll try and get the next chapter out as soon as possible so please review and don't flame. **


	3. Ch 3: Rainy Day Thoughts

**I Am Carnage**

**Chapter 3**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

Carnage wasn't sure how long he spent running away from the SHEILD group, but he did know that when he finally stopped running it was late into the night. Carnage stopped to rest on top of a billboard that was attached to a rather large tower. Across from him was yet another building that had a humongous TV screen attached to it. Carnage only paid attention to the TV long enough to figure out that it had been set onto a news station of some sort. The woman on the screen was babbling about the weather, but after mentioning that it was going to rain for the rest of the week Carnage started to tune her out.

The creature turned away from the TV and instead looked over at a nearby window. He could see his reflection in the clean glass, and for the first time ever Carnage was able to see what he looked like. To put it plainly he looked like a monster. His body was red with black lined patterns decorating his skin. His hands were better described as claws, and upon opening his mouth Carnage got a good look at his razor sharp teeth. He had large white eyes that were rather simple yet strangely expressive all at the same time.

Carnage frowned a bit at his image before he placed a clawed hand on the window. Those SHEILD agents had called him a symbiote so Carnage guessed that was what he was. Carnage couldn't help but weakly smile upon thinking of what the SHEILD agents had called him.

'_I might not have much in the way of memories, but at least I know what I am.'_ He thought.

It wasn't much, but just knowing something about himself was worth smiling over.

"Breaking News!"

Carnage almost fell off of his perch on the billboard upon hearing those words shouted out. Thoughts about himself completely disappeared from Carnage's mind as he quickly turned to look back at the giant TV screen. The brunet weather lady was no longer on the screen and instead there was an older man with a mustache.

"Citizens of New York City a teenager has just been kidnaped by the villain Goblin!" The man shouted out. "One brave soul was able to capture the kidnapping on video!"

The image on the screen was quickly switched to the mentioned video. The video was a little shaky, but Carnage could clearly see the Goblin grab a brunet kid and slam him into the ground. The pretty young red haired girl that had been walking with the boy look horrified, and the auburn haired boy was yelling at Goblin. However, the video itself had been muted so Carnage couldn't hear what the auburn haired boy was saying. As Goblin electrocuted the kid and then ran off with him the news man continued to talk over the footage.

"The boy's name is Peter Parker, and if you have any information about the boy's whereabouts or Goblin's whereabouts please contact the local authorities."

The scene quickly cut back to the man only this time the picture of the kidnapped kid had also been placed onto the screen. As the man rambled on about Goblin's last known location and how it was everyone's duty to try and help get the kid back home Carnage just examined the picture of the boy.

'_I wonder if this is the same Peter that those strange people were talking about.' _Carnage thought.

The boy was a nice enough looking boy. He had dark chocolate brown hair, and bright sky blue eyes. In other words he looked nothing like Carnage.

"Why would he? He's a human, and I'm a symbiote." Carnage grumbled to himself.

Still he had to wonder why those costumed people had called him Peter. Either they were blind or they were crazy. Personally, Carnage was leaning toward crazy. Carnage also had to wonder what had happened to Peter, but considering the fact that it was Goblin who took him Carnage figured it was safe to assume that nothing good happened to him. Carnage didn't know much about Goblin, but he did know that the guy liked to shock people a little bit too much. Carnage just shook his head and turned his attention back to the TV screen. The man had stopped talking about Peter, and now he was just ranting.

"Speaking of villains why didn't Spider-Man save Peter Parker if he's such a hero? This just proves that Spider-Man isn't a hero! Spider-Man is a menace!"

Carnage just listened as the guy went on and on about this Spider-Man person. It was almost comical how worked up this guy was getting over Spider-Man.

'_He really doesn't like this Spider-Man guy does he?' _

It was sort of an obvious thought, but Carnage couldn't help but think it was funny that this guy was getting so worked up over someone. Of course the Spider-Man guy would probably disagree. Carnage would have been perfectly content to just sit there and listen to the guy continue to rant and rave over someone he probably didn't know, but the weather had other plans. Without so much as a single warning it started to rain. It was a light drizzle at best, but it probably wasn't a good idea to stay out in this weather.

Carnage sighed before he shot a web line at a nearby building and started to web swing off in search of a shelter of some sort that could protect him from the rain. He wasn't particularly picky about where he stayed. His only real requirement was that he didn't want anyone to be in the building that he ended up staying in. However, finding a place like that was easier said than done. The city was huge, and most of the buildings were occupied of stores that had closed up for the night. Even the most rundown buildings had a few people living in them.

Carnage kept swinging around the city in hopes of finding someplace to stay, but as time passed the rain started falling harder and Carnage's hope of finding a place to stay starts to diminish. Luckily, just when Carnage was convinced that he was going to have to spend the night in the pouring rain he finally stumbled upon an old building. Truthfully, it was more of a burnt out shell of a building but shelter was shelter and Carnage was willing to take anything as long as it got him out of the rain. The old brick sign that had been placed outside of the building says that the place used to be called St. Estes Home for Boys.

Honestly, the large brick building looks more like a prison then a home for children. A few of the windows have bars over them, and the large brick building looks downright unwelcoming. Still, Carnage knows better than to complain. He was lucky to have even found the place. There was a hole in the roof that Carnage used to get inside the building. The inside of the building was a bit more welcoming then the inside, but that wasn't saying much. The white walls had scorch marks on them, the ceiling had holes in various places, and the broken pieces of furniture littered the floor. Half of the building was so badly damaged that Carnage didn't dare explore it.

Although, if the few signs that were stuck to the wall were anything to go by the badly damaged part of the building seemed to have been the area were the bedrooms were located. The thought of children being their during a fire sends a chill down Carnage's spine, and the white eyed creature quickly shoved those thoughts away before he could think any more about the fate of the former residents. Carnage looked around the area of the building that hadn't been as badly damaged for a room that he can sleep in.

After some searching he finally found a room that didn't have any water dripping into it. It was a large room, and it had probably been an office once back in the building's heyday. Carnage made a sort of web hammock before he carefully climbed into the hammock and curled up into a tight ball. The room was quite chilly and Carnage was seriously wishing he had a pillow and some blankets. However, Carnage was too tired to go back out and try to find some blankets, and he was in no mood to go back out into the pouring rain. Instead, the creature just closed his eyes and fell into an uneasy sleep….

* * *

"It's raining really hard out there now."

The comment was said almost mindlessly by Luke as he stared out of one of the few windows that were on the helicarrier. Danny didn't even bother to look away from the television when he heard Luke say this.

Instead he just said "The weather lady said it's supposed to rain all week."

"You think Peter's alright out there in the rain?" Ava asked.

"Peter's a smart guy he could probably find some shelter for the night." Luke said in an attempt to reassure her.

"Yeah, but he's Carnage right now. Carnage was smart enough to talk, but would he be smart enough to be able to care for himself?" Sam asked. "I mean he was still hissing like a snake sometimes, and when he ripped Goblin a new one he was downright feral."

Danny couldn't help but frown at that. Watching Carnage tear into Goblin like a wild animal had not been pleasant. Danny almost had to wonder what would have happened if Sam hadn't intervened, but Danny cut that thought off before he could imagine the damage. Ava was probably right when she told Fury that Peter probably would have killed Goblin if given the chance. Danny cringed a bit at the thought of Peter actually killing someone.

Ava just frowned from her spot next to Danny and said quietly "I know what it's like to lose control like that."

It didn't take a rocket scientist to figure out that Ava was talking about the White Tiger Amulet. Danny wasn't sure how similar Ava thought Peter's situation with the symbiote was to the amulet, but both the amulet and the symbiote caused some drastic changes in its owners. Granted Ava was able to keep herself in check when it came to the amulet, and while Kraven's appearance in town had caused her to lose some control she was able to stop herself from letting go of her control and getting revenge thanks to a little help from Peter.

However, with Carnage there was a lot of guess work as to what the heck was going on. As far as Peter was concerned he was Carnage, and maybe he wasn't wrong when he said that. He hadn't been in control at all the first time he had been turned into Carnage, but this time he seemed to be in control of his actions for the most part. However, it was obvious that the symbiote was affecting Peter in some way. Peter would never try to kill someone even if they were a bad guy. This time though he had no issue with drawing blood.

Danny didn't know if the symbiote just made Peter more violent, the symbiote was making him more feral and therefore he lashed out like a wild animal in order to protect himself, or if it was a combination of things. Truthfully, he could probably spend all night coming up with theories as to what was going on with Peter right now. Danny was slowly becoming lost in his thoughts about Peter and the symbiote, but he was still aware enough to realize that an awkward silence had fallen over everyone.

Sam looked like he was trying to figure out what he should say to Ava and failing miserably at coming up with anything. Luke seemed to be lost in thought and Danny couldn't help but wonder if he was thinking about what the symbiote was doing to Peter too. Ava's expression was unreadable, but Danny knew that her mind was in turmoil.

"I'm going to bed." Ava said rather suddenly.

The brown haired girl got up from her seat and left the room while her teammates watched her go. Once she was gone Sam sighed and flopped down in the now empty space on the couch.

"I didn't mean to make her upset." Sam murmured.

"I don't think it's your fault. She's got a lot on her mind right now." Luke said.

"I think we all have a lot on our minds." Danny said.

The boys said nothing to this, but to be honest Danny really wasn't expecting a response. The room was quiet with the only sounds coming from the TV. J. Jonah Jameson had just appeared on the screen, and even with the TV turned down to low volume his yelling was still way to loud. He had started talking about Peter's kidnapping rather seriously, but eventually he started raving about how Spider-Man was a menace because he didn't save Peter. Of course that would be sort of hard to do considering the fact that it was Spider-Man who was kidnapped. If the situation wasn't so serious Danny would have laughed about the fact Jameson was complaining that Spider-Man couldn't come and rescue himself.

"You think SHIELD told Aunt May that Peter was kidnapped?" Sam asked.

"Well, if they didn't tell her she probably knows about it by now." Luke said. She probably did know about it now. Peter's kidnapping was probably a major story on all the news channels right now. Super villains do a lot of horrible things, but it wasn't every day that they went out and kidnapped one specific high school kid.

"Poor Aunt May…" Sam mumbled.

"You should feel bad for MJ and Harry too. They watched Peter get taken away." Luke said.

Danny would have forgotten all about them if he hadn't seen the kidnapping clip on the news channel. They had looked positively horrified when they saw Goblin take Peter, and while the clip had been muted Danny had seen them screaming Peter's name clear as day. Danny couldn't even begin to imagine what was going through Harry's head right now.

"Well, it will be fine. We'll find Peter, bring him to SHIELD, and SHIELD help get Peter back to normal." Sam said. "We'll probably have him home by tomorrow."

"Yeah, you are probably right." Luke said.

Danny couldn't bring himself to be as positive about this whole as his friends. As much as he wished that it would be that easy to bring Peter back home he was pretty sure it wouldn't be that simple. The phrase 'things get worse before they get better' had been floating around in his mind on and off for a while now, and he was pretty sure that the phrase could be applied to this situation. However, he didn't want to destroy the fragile hope that Sam and Luke had that they would actually be able to get Peter home tomorrow. Instead he just kept his mouth shut and hoped that Sam would be proven correct when he said that they would have Peter back tomorrow….

* * *

**Info Time!**

**St. Estes Home for Boys: St. Estes Home for Boys was an orphanage that Cletus Kasady (the person who's usually Carnage) was sent to when he became an orphan. Take a guess as to who burned the place down. **

**As for the bars on the window thing in an audio dairy made by Carnage in the Amazing Spider-Man 2 game he mentioned that the windows had bars on them to 'keep people like him in'. **

**Anyway, that's chapter 3. I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	4. Ch 4: To save a damsel in distress

**I Am Carnage**

**Ch.4**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

When Carnage awakens he isn't at all surprised to see that it is still raining outside. It wasn't raining as hard as it had been last night, but Carnage had no desire to go back out into the pouring rain. Unfortunately, his stomach had other plans. After listening to his stomach grumble in hunger for about three minutes the red and black creature let out a loud sigh before he rolled out of his web hammock.

He landed on the ground gracefully and slowly crawled over to the windows. Carnage was able to get the windows open, but the second he got the windows open a thought popped into his head. Where the heck was he supposed to get food from anyway? Carnage felt like groaning and stumbling back to his web hammock. He was way too tired to deal with all of this. However, tired or not he still needed to get food.

'_I'll figure something out._' Carnage thought as he web swung his way out of the window and over to a nearby building.

Eventually Carnage was able to park himself on top of a roof of a sandwich shop, and it turned out that using his web line was a really good way to snatch people's takeout bags. Granted, the guy who he stole a turkey sub from probably didn't appreciate his ability to grab bags with webs, but Carnage couldn't bring himself to care a whole lot. Instead he just hastily ate his sandwich and tried to finish it off before the rain made the bread completely soggy. He was able to finish half the sub before he heard someone call out a name from behind him.

"Peter?"

Carnage couldn't help but scowl upon hearing the name and when he turned around he wasn't all that surprised to see the four costumed people from yesterday. Granted, they were preferable to the Goblin but that didn't make their insistence to call him Peter any less annoying.

"Dude, where did you get the sub from?" The helmeted boy asked when he noticed that Carnage was holding his sandwich.

Carnage almost blurted out that he stole it, but he clamped his mouth shut when he realized that they might not exactly like that answer. Truthfully, Carnage did feel a little bad about stealing some guy's lunch but he had to eat. If Carnage had to steal to survive then so be it. He wasn't going to just sit around and starve to death. With that thought in mind Carnage quickly shoved what was left of his sandwich back into the plastic bag that it had come from before he quickly tied the bag close.

Carnage was pretty dang sure that these people wouldn't let him finish his food in peace, and he wanted to bring what was left back with him to his makeshift home. They looked amazed that he could even tie the bag up and that just served to annoy him. Once the sub was safely put away Carnage finally asked the first question that came to mind.

"Who are you?"

They didn't seem overly happy about the question, and they looked like they were unsure of how to answer it. Carnage clicked his claws down on the cement floor and frowned. The fact that they were taking so long to answer his question was making him a little nervous. However, just when Carnage was about to take his bag and go the woman in white finally started speaking.

"I'm White Tiger."

"I'm Power Man." The boy with the sunglasses said.

"Nova." The boy with the helmet said in a clipped tone.

"I am Iron Fist." The boy in the green and yellow costume said softly.

Carnage was unsure of what he should say now that introductions were out of the way.

Luckily, White Tiger save him the trouble of coming up with something to say by saying "We want to help you."

"Help me with what?" Carnage asked slowly.

"We want to help turn you back to normal." Nova said before White Tiger could even utter a word.

"I am normal!" Carnage shouted.

"You aren't normal! You're…." Nova shouted out only to fall silent before he finished his sentence.

That was fine since Carnage could probably fill in the blank all on his own.

"I'm a monster right?"

The way Nova looked like he just got sucker punched upon hearing Carnage's words made the creature think that he hit the nail on the head.

"I'm fine the way I am. I don't need help." Carnage said.

He didn't feel like there was anything physically wrong with him. He didn't feel like he looked wrong or that there was anything off about him. He was comfortable the way he was. Maybe he shouldn't be comfortable with being some clawed sharp toothed monstrosity, but he was. The four costumed people didn't seem as thrilled at the fact that Carnage was fine with being a symbiote. Although Carnage was slowly starting to figure out that he might not care that much about their opinions about him.

Still, he couldn't help but notice the surprised sad looks on their faces. It was like they had just been told by a friend that he didn't want them around anymore. Thinking that they looked like a friend just told them to get lost was probably strange, but it was the first thing that popped into his mind. The looks that they were giving him were uncomfortable, and Carnage couldn't help but fidget a little. They all tensed up a little when they saw Carnage move almost as if they were expecting him to either attack them or run off, but they relaxed ever so slightly when Carnage stopped his movements.

White Tiger just stared at him for a couple of seconds before she said "We just want our friend back."

"Then go back to that lab and look for him!" Carnage snapped.

White Tiger jerked back like she had been smacked in the face, but Carnage didn't care. An animalistic snarl escaped from Carnage before he could stop himself.

"How many times do I have to tell you that I'm not Peter!" Carnage hissed out.

His claws scraped against the ground as he yelled out "Peter is a blue eyed brown haired human! I'm a symbiote!"

Carnage stood up and glared at the four humans that stood before him.

"I know Goblin kidnapped him. If he's not in that lab then Goblin probably hid him somewhere else."

A tiny voice in the back of his head suggested that the guy might be dead, but Carnage didn't voice that out loud. He was mad, but he wasn't heartless. Being told that a friend that you obviously care about has gone off to the great beyond would hurt, and Carnage wasn't quite mad enough to go shouting that suggestion out loud.

However, if these humans kept pushing him Carnage would toss the 'he's dead' theory onto the table without a second thought. Honestly, this whole situation just made Carnage want to punch someone just so that he could blow off some steam. Power Man looked like he wanted to argue with Carnage, but the creature quickly put a hand up to silence him.

"The sooner you guys let go of your delusions the happier you'll be." Carnage said.

Before they could even say another word Carnage web swung himself off of the roof and tried to put as much distance as he possibly could between himself and the four costumed humans. He could hear them shouting out at him, and Carnage was pretty sure they were trying to follow him. However, Carnage was having none of it. He was a master at web swinging, and if his escape from Goblin's lab was anything to go by then he could add escape artist to the list of things that he was good at.

It took a while, but Carnage did escape from them. However, it was only when he was halfway across the city did Carnage realize that he had left his sub behind on the rooftop. What with the cold rainy day, dealing with those weird costumed people, and having lost his food Carnage was pretty sure that he could safely say that today was the worst day ever…..

* * *

Five hours later and the rain still showed no signs of stopping. Carnage's agitation also showed no signs of going away. The white eyed creature was mindlessly drifting around the city with no clear destination in mind. He had hoped that swinging around the city would calm him down, but that wasn't happening. He needed to release his pent up frustration before he blew his top.

Luckily, he ended up stumbling over something that would help him to release some of his anger. He had stumbled upon the scene by accident. He had been swinging from one rooftop to the other when he heard someone yelling in an alleyway. When he went to investigate he saw a man with a knife mugging a woman. The man was blocking the only way out of the alleyway, and he was holding the knife dangerously close to the woman's neck. Although, it looked like the man had already hurt the woman. A long cut decorated her left arm, and while Carnage couldn't get a good look at it from his spot on the roof he could tell that it was bad. A small cut was also on her leg, but it wasn't as bad as the one on her arm.

Her wide brown eyes were filled with fear and she was shivering horribly. Carnage could just barely hear the man demand that the girl should hand over all her valuables. Watching this man rob and hurt the poor girl made Carnage's blood boil. He wanted to launch himself at the man and tear him a new one. However, he didn't want the girl to get hurt so launching himself down at the man when he was holding a knife up to the woman's throat probably wasn't a good idea. Instead, Carnage slowly crawled down the wall and into the ally.

Once he was in the ally he quietly suck up behind the man. The man never noticed him, but the woman did. When she saw Carnage standing right behind the man her eyes widened a little as she let out a small whimper of fear. Upon noticing that the girl was no longer looking at him the man turned to see what she was staring at. When he turned he moved the knife away from the girl's neck and Carnage took that moment to finally strike. He grabbed a hold of the man's wrist and quickly slammed him into the wall. The man dropped his knife in shock and the girl just held her injured arm to her chest and huddled up in the corner of the dead-end.

"What are you?!" The man yelled out in fear.

"Carnage." Carnage said as he grinned.

The man shuttered upon seeing Carnage's fangs, and some part deep inside of him purred in pleasure upon seeing the man's fear.

"Don't hurt me." The man cried.

Carnage snarled upon hearing that and the man let out a loud cry of fear. This mugger hurt a girl rather badly and now he had the nerve to ask Carnage to not hurt him. One part of Carnage wanted to kill the man who had no problems with fatally injuring an innocent person just for their belongings while the other part of him had no desire to send the man off to an early grave. Two voices were yelling in his head about what he should do with the idiotic mugger.

**Kill him!**

_Don't kill him!_

**Kill him!**

_Don't kill him!_

Round and round it went with both voices screeching in his head while the rain fell and the woman sobbed from her spot nearby. The man just stared at him with wide blue eyes, and Carnage just stared right back at him. Eventually the calm voice of reason said something that helped it win Carnage's internal argument.

_If you kill him you will be consumed by guilt._

Carnage couldn't help but frown at that thought. He was so angry that he hadn't even thought of how he would feel after he killed the guy. He might not be as bothered by the idea now, but later on he would definitely feel guilty. He probably wouldn't be able to handle having a dead man's blood on his hands. Still, Carnage felt the need to dish out some pain to the man. If nothing else punching the guy would definitely help to work out some of his pent up anger.

Carnage could feel the man struggling to get out of his strong grip, but Carnage's grip was too strong and he had no intention of letting him go. Carnage just squeezed his wrist and the bones in the man's wrist snapped like a fragile twig. The man let out a loud yelp of pain, and the small part of him that been arguing for the man's death squirmed in pleasure. Carnage may not be able to bring himself to kill someone, but the more bloodthirsty part of him seemed satisfied enough with just hurting the guy. Carnage quickly webbed the guy to the wall before he took a step back and admired his work.

The man was shivering violently now and Carnage couldn't help but reach out and run a clawed hand down his arm. He nicked the man with his claws, but the cuts were so small that it looked more like he got scratched by a kitten. It would heal quickly and it wouldn't leave a mark. However, the guy acted like Carnage had just ripped a hole into his arm. Carnage almost felt like laughing. The guy had no problem with causing other people pain, but when it came to receiving pain he was a baby.

Carnage smirked before he leaned forward and whispered "Be happy that I didn't hurt you as much as you hurt the girl. I could have done much worse, and if you try to hurt someone again I promise you I'll find you and do much worse."

The terrified look that he received was priceless, and after webbing the man's mouth close Carnage made his way over to the girl. The girl whimpered a little when he approached, and that made Carnage frown a little. He got a kick out of scaring the living daylights out of the mugger, but scaring an innocent person just made him feel bad. He carefully knelt down so that he was at eye level with the girl all while making sure that he had enough distance between the two of them so that the girl wouldn't start freaking out more then she already was.

Her clothes were stained with blood and her wide brown eyes were filled with fear. Carnage was actually a little impressed that she hadn't passed out from blood loss yet. He needed to wrap up the wound so that she would be alright until help arrived. Unfortunately, he didn't exactly carry bandages around with him so he didn't know what he could do to bandage up her arm. Carnage thought about what he could do for a few seconds when suddenly an idea hit him.

Why not use his webs? His webs were strong enough to hold a guy to a wall, it was comfortable enough to make into a web hammock, and it was sticky enough that it could stick to her skin yet if done gently it could be removed without irritating her wound. It was certainly worth a shot anyway, and he would rather try it then let the girl bleed to death.

"Hey, you need to let me bandage your wounds." Carnage said softly to her.

The girl's eyes widened even more upon hearing him say that and if the grimace was anything to go by Carnage could tell that the girl would rather cut her arm off then let Carnage touch her.

"H-how can you bandage my arm, a-and why do you want to help me?" The girl stuttered out.

"I can use my web as a makeshift bandage, and I'm helping you because it's the right thing to do." Carnage explained. "Besides you didn't deserve to be attacked by anyone much less the knife happy idiot stuck to the wall."

The girl just stared at Carnage as if she were trying to stare into his soul and see if he was really telling the truth. Carnage couldn't really do anything but hope the girl would trust him enough to wrap up her wound. Carnage couldn't help but mentally curse about his monstrous appearance. He was comfortable with his appearance and scaring the heck out of muggers was fun, but he knew that if he looked like a human and not a monster then it would be a little easier for the girl to trust him.

Luckily, the girl either wanted to give him the benefit of the doubt or she was really desperate because after staring at him for what felt like forever she finally held her arm out to him. Carnage gently took a hold of her arm and started wrapping it up with his makeshift web bandages. She flinched a little when Carnage touched her, but Carnage ignored that and focused on wrapping up her injury.

"It's not too tight is it?" Carnage asked.

"N-no, it's not too tight."

Carnage said nothing to this he just finished up is job of wrapping up her wound before he let go of her arm. The second he let go of the girl's arm she quickly pulled it away and studied the web bandage. She looked sort of mystified by the web bandage which was honestly better than having her stare at him in fear. Carnage examined the wound on her leg from his spot in front of her, but it wasn't nearly as bad as her arm had been so he figured she would be fine until help arrived.

"Do you have some way to call for help?"

The girl snapped her eyes up from her arm and looked at Carnage for a few seconds before she slowly nodded.

"My phone is in m-my purse."

The girl's brown purse was lying on the ground near his feat. Carnage grabbed the purse and started to dig through it for her cellphone. As he dug through the bag he couldn't help but wonder why the mugger didn't just take the purse and leave, but the girl was wearing some rather nice jewelry so Carnage figured the guy wanted to take her bag and her jewelry which is probably why he didn't just run off once she dropped the bag. The idea that the man might actually like to cause innocent people pain briefly popped into his mind to, but he quickly shoved that thought away before he could dwell on it.

Upon finding her phone Carnage placed the bag down next to him and held the small device out to her. She slowly took the phone away from him and started dialing 911. As she made the call Carnage started to think now was a good time to leave. However, before he could web swing himself away the girl got off the phone and stared at him with her large doe brown eyes.

"C-can you stay h-here with me until t-the police get here?" She stuttered out.

She was eyeing the mugger warily and Carnage was dimly aware of the fact that she wasn't comfortable with being alone with him. She was nowhere near being comfortable around him either, but when it came to being alone with the mugger or being there with him she would much rather chose the latter. Well, he did take the guy down and the fact that he bandaged her up probably helped to win him some brownie points with her.

"I can stay until the cops come." Carnage said.

She relaxed just a bit upon hearing his words, but she still looked like she was on edge. Carnage didn't dare go near her. He just stayed in his crouched position in front of her. The rain was pounding down on them now and Carnage could feel the cold chill grip his body, but he didn't dare move. Eventually after some time had passed by they could finally hear the police sirens approaching.

"I guess that's my cue to leave." Carnage said as he stood up.

"Wait a moment." The girl said suddenly.

Carnage glanced at her and was surprised to see that she was giving him a small hesitant smile.

"Thank you for helping me."

Carnage stared at her in surprise for a few seconds before he slowly nodded and web swung his way out of the ally. As he web sung his way home he couldn't help but feel a little giddy about the fact that the woman had actually thanked him. Granted, she had still been nervous around him but the fact that she had been able to work up the nerve to thank him was amazing.

It was almost embarrassing to admit it, but he felt happy to have been able to help and being thanked just made him feel all warm and fuzzy. That happy bubbly feeling stayed with him for the rest of the trip back to his shelter, and as Carnage made his way home he decided right then and there that saving people from muggers would make for a nice hobby….

* * *

**Ladies and gentlemen Carnage has had his first official taste of being a (sort of violent) hero, and he likes what he's feeling. Anyway, info time!**

**Web Bandages: So in the Amazing Spider-Man 2 game when Spider-Man gets injured you can heal yourself. When you heal Spider-Man he just patches himself up by wrapping his injury (well his arm anyway) with his webs. I liked the idea of using webs as makeshift bandages so I used it here. **

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	5. Chapter 5: Cat Burglar

**I Am Carnage**

**Ch.5**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

Ever since that day when he saved a girl from a mugger Carnage had made it his mission to save as many people as he possibly could from muggers. Well, he called it his mission but it was more like a hobby. It was like a game really. He would wake up every day with one thought in mind.

'_How many muggers can I take down today?'_

Right now the highest number of muggers that he was able to take down in one day was fourteen. He was rather proud of this record, but he knew he could do better. Still, other than being a reminder that he beat down fourteen muggers it was also a reminder that he saved fourteen people in one day. Beating up muggers was fun and it pleased the more violent part of himself, but the joy he felt upon saving someone was something else altogether.

Granted, most of the people that he saved never thanked him. They usually ran away while he was dealing with the crook or they screamed in terror until he left. Still every once in a while a man or woman that he saved would work up the nerve to smile at him and thank him. It was those shy smiles and nervous thanks that made Carnage feel like he was over the moon. He still felt happy when he was able to get an innocent person out of danger, but being thanked was the icing on the cake for him. It was thanks to Carnage's love of saving people and punching muggers in the face that Carnage found himself wondering through the many alleyways that made up New York City most nights.

Tonight was no exception. It's not like he had anything else to do other than eat or sleep. He wasn't tired and he had stolen a hot dog from a street vendor about an hour ago so he wasn't hungry. Beating up bad guys was a good way to pass the time, and Carnage was determined to beat his personal record tonight. He was doing pretty well today too. He had already defeated thirteen crooks today, and he just needed two more to beat his record. He found mugger number fourteen easily enough. The guy was mugging some poor man in a suit with a gun. He hated muggers with guns. They were always more cocky then the ones with knives or brass knuckles.

Still they were easily dealt with. Carnage was able to rip the gun out of the man's hands with a web line and once he had the gun in hand he started to smirk. Both the mugger and the victim turned to look at Carnage the second that he took the gun away and upon seeing the grinning creature their eyes went wide. Carnage just continued to grin as he dropped the gun and quickly webbed it to the ground. There would be no getting the weapon back now. The mugger released the grip that he had on his victim's suit jacket and the poor man took that very moment to shove the mugger away and race out of the alleyway.

The whole time he was running he was yelling about muggers and a monster, but Carnage wasn't really paying attention to what he was saying. His gaze rested on the crook and nothing was going to make Carnage look away from his pray. The man was shivering in fear which made Carnage's smile a bit bigger. He looked like he was too afraid to look away from the white eyed beast, but the second Carnage took a step towards him he quickly turned around and tried to run away.

"Pathetic." Carnage said as he sent a web line out toward the man.

The web attached itself to the man's back and once it was attached Carnage reeled him in and slammed him into the wall.

"You're all brave and tough when you have a weapon and you're attacking an innocent person, but take the weapon away and you act like a scared child."

Carnage leaned forward toward the man while the man just trembled and tried to shrink away from the creature.

"Really, hasn't your mother told you that it isn't nice to point guns at people?"

A whimper was the only answer that he got. Carnage webbed the man to the wall and stepped back to admire his handiwork.

The man was staring at him with wide green eyes and he took a deep breath before he stuttered out "W-who are you?"

"I am Carnage."

The man's eyes widened even more and as he struggled against his bonds he was also pressing himself father into the wall.

"No way! You're not real! You can't be real!"

If Carnage had eyebrows he would have been raising one in confusion. Instead he just titled his head slightly to the side and blinked a few times in confusion. He had to admit he hadn't heard anyone say that about him before. He recovered from his confusion quickly enough and ran a clawed finger down the man's face. He applied enough pressure to leave a cut, but not enough to cause any serious damage.

"Trust me I am very real." Carnage whispered into the man's ear.

The sudden scream of terror wasn't completely unexpected, but Carnage couldn't help but flinch a little at the noise. The guy could probably burst Carnage's eardrums if he let him. Carnage quickly stumbled away from the man before he webbed his mouth shut. The sudden silence was a thing of beauty and Carnage let out a small sigh of relief, but he quickly tensed up when he heard someone sigh from somewhere above him. He quickly snapped his eyes up toward the rooftops only to see that he was most definitely not alone.

Sitting there on the ledge of the building that Carnage had webbed the man to was a woman. She had long snow white hair that went down to the middle of her back. She was wearing a black domino mask, but even with the mask on Carnage could see the bright jade green eyes staring down at him in curiosity. She was wearing a rather skintight black outfit with white fur decorating certain parts of the outfit. She even had on a black collar on to complete the outfit. She smiled down at Carnage and finally decided to break the silence that had fallen upon them.

"Thank you for shutting that man up. His screaming was so loud I think he could have shattered glass."

Carnage didn't respond to this mostly because he wasn't sure about what he should say. When it came to masked people Carnage never had great interactions with them. However, this girl hadn't started to conversation by calling him Peter which was something to be thankful for. Also, the little buzzing in the back of his head that would go off whenever he was in danger wasn't going off. No bells were ringing. Nothing was buzzing in his skull, and no voice was yelling out 'danger Will Robinson' in his head.

For now anyway he was safe, and it seemed this girl had no bad intentions. Her smile was genuine and there was no hint of fear, hate, or mocking on her face. It was a little refreshing really. Carnage was dimly aware that he had been quite for quite some time, but the woman didn't seem bothered by Carnage's silence.

She just continued to smile as she said "As loud and annoying as he may be I can't say I'm surprised that he's so shocked about seeing you. I am also surprised to see that you actually exist."

'_She's talking about me like I'm some sort of merman or chupacabra.'_ Carnage thought.

A little voice in the back of his head murmured that he was probably more like a chupacabra then a merman but Carnage ignored that thought and instead focused all of his attention on the white haired woman.

"Why are you talking about me like I'm some sort of mythical creature?" Carnage asked. "Who are you anyway?"

The girl just laughed, but the laughter wasn't mocking in anyway. It was highly amused sounding almost like she had just heard a good joke from a friend.

"I'm talking about you like you're a legendary creature because you sort of are one." The woman shook her head before she said "You have a lot of questions don't you tiger?"

"Yeah, are you going to answer them?"

She made a show of seemingly contemplating the idea, but it was obvious that she had already made her mind up about this subject.

"Now where is the fun in just telling you?"

Carnage opened his mouth to respond, but he quickly snapped it closed when he heard what where definitely police sirens. They were still quite far away, but Carnage could tell that they were slowly getting louder which meant that they were also getting closer.

"It seems your suited damsel in distress called the police." The green eyed girl said.

Her smile grew a bit bigger as she said "How about we play a game?"

"What kind of game?"

"A game of chase. If you can keep up with me in this game then I will answer any questions that you have."

The sirens were getting closer and the girl just titled her head to the side as she said "Make your choice quickly. I never stick around for the police to find me."

Well, that certainly raised Carnage's curiosity.

All too aware that he was on a timer Carnage slowly nodded his head as he said "OK, I will play your game."

The girl was grinning now as she stood up from her seat on the edge of the roof.

"Make sure that you don't lose sight of me. I would hate to see you lose this game."

The funny thing was she sounded completely honest when she said that. The woman quickly disappeared from view and Carnage jumped up onto the wall and started to crawl his way up to the roof. He was dimly aware of the fact that the mugger had let out a muffled scream when he saw Carnage launch himself at the wall, but he didn't even bother looking at the man. Carnage made it to the roof just in time to see the girl leap over to the roof of the nearby building. She looked back briefly at Carnage and gave him a playful smile before she continued on her way. Carnage just smiled back at her as he followed behind her.

The chase was officially on. It only took five minutes of chasing the girl to figure out that she was something else. She was fast and her jumping and climbing skills were almost unbelievable. Any building that she couldn't just jump to she would just use a small device that was essentially a mechanical grappling hook. Carnage could never get a good look at the machine, but after seeing the girl use it to get to a building that was on the other side of the road Carnage was pretty impressed by it.

He wanted to take it apart and see how it ticked, but he doubted that the girl would let him do that and the thought was soon forgotten about as he focused all of his attention on just keeping up with the girl. Web swinging was like breathing to him. It was easy, and Carnage could do it in his sleep. However, this girl was just as used to flinging herself from one building to the other. She also seemed to be more familiar with this area then Carnage was. She could slip off into the shadows of the night easily and Carnage knew it.

Although even though she could do this it didn't look like she would. If anything it looked like she was trying to always remain within Carnage's sight. She ran fast enough that Carnage could never get close, but she was slow enough that she never got too far ahead. She seemed to be enjoying herself, and Carnage would be lying if he said he didn't enjoy the game too. Eventually the game of chase lead them to a building that had quite a few gargoyles attached to it. The woman landed gracefully on one of the gargoyles, and much to Carnage's surprise she didn't launch herself off of it.

Instead she just sat down and watched as Carnage launched himself up to the statue that was next to the one that she was sitting on. Once he was sitting on his gargoyle the woman smiled and said "So you kept up."

"Are you going to answer my questions now?"

The white haired girl just nodded and Carnage wasted no time in asking his first question.

"Who are you?"

"People call me Black Cat."

Carnage blinked a few times upon tilting his head slightly to the side.

"That's not your real name is it?"

"For now it's the only name you're getting."

Carnage shrugged at that answer. A name was a name, and he was glad that he now had something to call her. Besides, that 'for now' part of the sentence made it sound like she might reveal her real name in time.

"So why did you say you were surprised to see that I really existed?"

"You really don't know?"

Carnage just blinked a few times in confusion as he slowly shook his head and Black Cat just smiled a little.

"You're a living urban legend. People are saying that you're some sort of bogeyman that haunts the alleyways of New York and attacks anyone who tries to harm the people of the city. Stories about you have been flying around in the criminal underworld a lot lately. A bunch of scared small time crooks have been telling the tale like it's a ghost story."

Black Cat leaned back against the wall and shook her head. "Some people thought people were just blowing tales about Spider-Man out of proportion. Although, Spider-Man doesn't leave scratches on his victims and while he might break a bone or two he doesn't do it with as much frequency as you seem to."

"I like to think of the injuries as being my calling card." Carnage said as he smirked.

Black Cat just chuckled and shook her head. "Pretty effective calling card."

"So who is this Spider-Man guy anyway?"

"He's some superhero that came onto the scene not too long ago." Black Cat said. "I never met the guy, but I know he uses webs like you do."

Carnage frowned and asked "Know anything else about the guy?"

Black Cat frowned in thought, but after a few seconds had passed she just shrugged.

"I know J. Jonah Jameson hates his guts for some reason."

She chuckled again before she said "You should listen to the guy rant about Spider-Man. A bank gets robbed? It's all Spider-Man's fault! Aliens are attacking New York? Spider-Man was obviously the mastermind behind the attack! The slushy machine at the gas station doesn't work? It's Spider-Man's new plan to keep the citizens of New York City from getting frozen flavored drinks!"

Carnage just blinked a few times before he said "I don't know if I should find that funny or sad."

"Just do what I do and think it's funny and sad."

Carnage shrugged before he asked "So what about you?"

"What about me?"

"Are you a superhero?"

Black Cat just tossed her head back and laughed upon hearing that. Personally, Carnage thought it was a reasonable question since dressing up in costumes seemed to be a thing that self-proclaimed superheroes did. However, Black Cat acted like it was the most hysterical question that she had ever been asked. She laughed for a good five solid minutes. Once her loud laughter finally become nothing more than a few giggles the green eyed girl answered his question.

"Honey, I'm not a superhero. I'm a cat burglar."

Carnage tenses a little at the word burglar, but Black Cat just gives him a calm look.

"Oh, don't start freaking out. My number one rule is that I don't hurt innocent pedestrians. My dad never did that when he was running around as a master thief, and I'm certainly not going to break tradition."

The girl gave the white eyed creature a sidelong glance as she said "I also won't ever go running around mugging people. That's beneath me, it breaks my number one rule, and that's a job for rookies and small time criminals."

Carnage relaxes a little before he asks "So what do you steal?"

"Oh, whatever I think looks pretty or interesting mostly. I keep some of the things that I steal and I sell the rest to the highest bidder."

Black Cat closed her eyes and crossed her arms before she said "Sometimes I steal things for clients. Like I'll steal rare paintings for some rich guy or I'll steal a piece of technology from one company so that I can sell it their rivals."

"OK then…" Carnage said slowly.

Black Cat cracked an eye open and glanced over at him.

"You know the fact that your cool with me being a thief is pretty surprising."

Carnage just shrugged before he looked down at his lap.

"It's not like I really care. As long as you're not hurting innocent people I really don't have a problem with it."

Also, to be honest it's not like Carnage had any right to judge. He already ran around stealing food from people so trying to act like stealing was some horrible thing would be rather hypocritical. Although, to be fair he stole food to survive and he doubted that the food that he snatched was more expensive then whatever priceless artifact that Black Cat stole from some rich guy.

Still, Carnage didn't feel like he had the right to judge. He also didn't feel like mentioning the fact that he stole food so he kept quiet about that. Black Cat was quiet and for a few brief seconds Carnage thought maybe she knew he wasn't saying anything. However, that thought completely slipped from his mind when the masked woman stood up and stretched.

"Well, this chat was fun but I have a job to do. I was on my way to a museum to steal a necklace for a client when I saw you beating the tar out of that mugger."

She looked like she was about to leap off of the gargoyle, but a sudden idea must of hit her because she started to grin as she turned to look at Carnage.

"Want to come along?"

"What? Why? Wouldn't I just get in the way or something?"

"You can see exactly what a regular job for me is like, and I could use the company." Black Cat said. "Besides, it's a small museum so security isn't that great. We won't be caught."

She sounded utterly convinced that they wouldn't be caught, but the whole thing just made Carnage nervous. Still, Carnage couldn't deny that he was curious about this museum job of hers and other then beating his record of bashing in muggers' faces he really didn't have anything better to do. Also, Carnage wasn't quite ready to say goodbye yet.

This was the first normal interaction that he has ever really had with someone. Black Cat was not calling him Peter, and she wasn't screaming in terror upon seeing him. She was treating him like a regular person, and Carnage was grateful for this.

So it was with a little bit of reluctance that Carnage said "OK, let's go."

Black Cat's grinned when she heard Carnage say that, and Carnage just nervously smiled back while he mentally hoped that they wouldn't get caught while they were running around in the museum…..

* * *

Carnage quickly decided that he wasn't overly comfortable sneaking around in a museum late at night. Black Cat had cut a hole in the glass of the museum skylight that was big enough for them to slip through with some multipurpose tool that she kept in what seemed to be a utility belt. The second they slipped into the building Black Cat had walked into the security room and deactivated the cameras. They hadn't ran into any security guards while in the security room, but Black Cat just shrugged and told him that the security guard was probably using the restroom or making his rounds.

Carnage guessed she was trying to reassure him, but personally that just made him nervous about running into the guard. The whole time they walked through the halls of the museum Carnage kept looking around everywhere all while waiting for someone to jump out of the shadows and start yelling at them. Meanwhile, Black Cat was as calm and confidant. Sometimes she would stop at the displays that were set up in the museum so that she could get a better look at the artifacts. Honestly, she was acting like she window shopping on a sunny day instead of sneaking around in a museum in the middle of the night.

Truthfully, if they had come here when it was open and they were actually allowed to be here Carnage would be all over this place. The exhibits were interesting looking and Carnage would have loved to be able to actually take the time to read the plaques that explained what the artifacts that this museum had were and what made them so important. Of course Carnage was all too aware of the fact that he wouldn't be allowed in here even if it was open. It was sad to think about, but that was just the way the cookie crumbles.

Carnage was snapped out of his thoughts when he heard Black Cat exclaim "Here it is!"

Carnage looked at the display and frowned. This section of the museum had been dedicated to gemstones and minerals. The glass cases were filled with stones ranging from agates to different colored fluorite stones. Mixed in with the gemstones was jewelry that had been donated to the museum. Some of the jewelry was used to show off what jewelry from different time periods looked like, but quite a few of the jewelry used to belong to famous figures from the past. Carnage remembered Black Cat mentioning coming to get a necklace, but there were so many necklaces set out in glass cases that Carnage honestly had no clue which one was the one that they came for.

"So which one do you need?"

"That one." Black Cat said as she pointed at a diamond necklace sitting all by itself in a glass case.

The necklace was an extraordinary simple one, but it was pretty. The necklace was a single teardrop shaped diamond hanging on a simple black cord. It was almost painfully simple when compared to the other necklaces that were coated in diamonds, emeralds, and rubies.

"That's what we came for?" Carnage asked.

Black Cat didn't even bother to glance over at him upon hearing what he said. She just started to cut a hole in the glass case just as she had cut the glass in the skylight.

"It might be a little simple, but it was worn by Marlon Monroe in the movie 'How to Marry a Millionaire'."

"Never seen it." Carnage said.

Then again maybe he had. With the way his memories were Carnage really didn't know what movies he had seen or hadn't seen.

"That's too bad I rather liked the movie." Black Cat said as she popped the cut glass out of the case and removed the necklace.

As she held the necklace out for Carnage to examine Black Cat smiled and said "You would be amazed at how much people will pay for things that used to belong to famous people."

Black Cat carefully placed the necklace into one of the many pockets of her utility belt.

"We can leave now."

Carnage was already web lining his way out of the building before Black Cat could even finish saying the word now. Black Cat just chuckled and quickly followed after him. Carnage doesn't stop moving until the museum is out of sight and far behind him. Once he can no longer see the museum Carnage stops on a rooftop of some bakery and sits down. Black Cat just sits down next to him and smiles.

"Don't take any offense to this, but I think you have a long way to go if you want to become cat burglar."

"No offense taken." Carnage grumbles as he flops down on his back. "So what now?"

"Well, latter on I'll be delivering the necklace to my client, but I'll be doing that on my own."

"So that's it? I was expecting more."

"We were breaking into a small time museum not Fort Knox. What did you think we were going to do? Jump over security lasers and crack open safes?"

Carnage just crosses his arms over his chest and looks away from her because yeah that was what he sort of thought would happen. He figured they would at least have to doge some guards or something, but that didn't even happen. An amused grin appears on Black Cat's face, but she was able to keep herself from laughing.

"No all jobs require that, and to be honest I don't think you would be ready for a job like that. You were already a nervous wreck just from being in a museum after hours."

Carnage opened his mouth to argue that he could handle it, but after thinking about it for a few seconds Carnage snapped his mouth shut and closed his eyes. Much as he hated to admit it he probably wouldn't be able to handle it.

"Oh, don't pout. Look to make it up to you I'll steal something for you tonight for free."

Carnage just opened his and glanced over at her and Black Cat just looked over at him.

"What do you say? Is there anything that you really want?"

"I want blankets."

The look Black Cat gave him after hearing that told him that she thrown for a loop. Carnage didn't think it was a strange thing to want. His home got cold at night so blankets were a perfectly normal thing to want. Carnage sat up and looked at Black Cat.

"So what do you say? Want to go steal some blankets?"

Black Cat just blinked a few times in surprise before she threw her head back and laughed. Two hours latter Carnage was standing on the rooftop of the St. Estes Home for Boys holding a bag full of brand new blankets stolen by Black Cat herself. Carnage may not have broken his record tonight, but Carnage can't help but think that it had still been a good night…..

* * *

**Carnage is a man of simple pleasures. Anyway, Info time!**

**Black Cat: You ever notice that in open world Spider-Man games nine times out of ten if Black Cat shows up you have to chase her? Usually over rooftops? It's something I noticed at any rate which is why I had Carnage have to play the game of chase with her.**

**On another note I figured it was about time that I start adding in characters who can be possible friends and allies with Carnage. This Black Cat will be based off of Spectacular Spider-Man cartoon version of Black Cat.**

**How to Marry a Millionaire necklace: This is an actual necklace that Marline Monroe wore in the film. I have no idea what happened to the real necklace, but I do know that you can buy replicas of the thing.**

**Anyway, I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	6. Ch 6: Burning Bridges

**I Am Carnage**

**Ch.6**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"We need to talk about Carnage."

Coulson couldn't help but frown upon hearing that. He was sitting in his office in the high school, but he wasn't doing any school related work. His desk was covered in SHIELD reports about the various sightings of Carnage, and he currently had a video chat with Fury set up on his computer. Coulson wasn't surprised that Fury wanted to talk about Carnage. Carnage had only been active for about two weeks now and he was already becoming some sort of mythical nightmare creature to the people of the criminal underworld.

"He's only been attacking small time crooks, right?" Coulson asked.

"He has and he has been taking down at least ten or more muggers a day." Fury answered.

Coulson was actually sort of impressed by that.

"He's definitely efficient."

Fury just sighed and ran a hand down his face.

"He certainty is, but he's rather violent about it."

Coulson glanced down at the reports that covered his desk as Fury said "All of the criminals that Carnage has attacked have been left with long scratches on their bodies, and a majority of the criminals have had a bone snapped or shattered."

"I imagine a few of them were rather traumatized." Coulson said.

"Almost all of them were traumatized, and some of the people Carnage rescued weren't much better." Fury sighed before he said "He's doing good things by trying to save people, but he's so violent about it that it worries me. Some of the criminals we interviewed swore that Carnage threatened to do some serious damage if he ever caught them mugging people again."

"You think when Carnage says he'll do serious damage he actually means that he'll kill them." Coulson stated.

"That's exactly what I'm afraid of." Fury confessed.

"What do the police think of this so far?" Coulson asked.

"Most of them think that the muggers just had a run in with Spider-Man. A few of them think it's something else though."

"Well, they aren't completely wrong with the Spider-Man guess." Coulson said as a faint smile appeared on his face, but it disappeared as fast as it appeared.

"It helps that the police and the public at large haven't really seen Carnage yet. He mostly sticks to the rooftops and alleyways, and Carnage is mostly active at night."

"Add on to the fact that when the police find these criminals they are already webbed to the wall and Carnage is long gone it's no wonder the police just think it's Spider-Man." Coulson said.

"Exactly." Fury said. "It doesn't help that most of these places were Carnage showed up it was dark and the people were freaked out so the monstrous appearance is just them remembering it wrong or it's Spider-Man in a scarier costume."

"Or someone else in a costume at least. I think most people would still remember the black suit Spider-Man fiasco."

Fury just nodded before he sighed again.

"Spider-Man's team already ran into him once and they tried to talk him into going with them."

"I haven't read that report yet, but considering the fact that Peter isn't back I'm going to assume that it ended poorly."

"It ended very poorly. According to the team Carnage becomes irritated whenever someone calls him Peter." Fury said. "I was hoping that the team would be able to talk Carnage into coming with them, but I don't think it's possible."

"You want the team to forcefully bring him in?" Coulson asked.

Fury just nodded before he said "I don't think we have a choice. His violent tendencies are concerning, but that's not all that I'm worried about."

Coulson just stared at his computer in confusion while Fury frowned.

"Recently our street cameras have captured proof that Carnage has been spending time with Black Cat."

The name sounded familiar and after going through his mental list of known criminals Coulson was pretty sure he knew who Black Cat was.

"Black Cat is a cat burglar isn't she?"

Fury just nodded before he said "She is a cat burglar. She's not the worst person that Carnage could get tangle up with, but it's worrisome all the same."

"If he's willing to hang out with a thief then that could mean he might be willing to associate and work for a villain if they play their cards right." Coulson said.

Fury just nodded yet again before he said "The team needs to bring Carnage before the super villains become aware of his presence and preferably before he kills someone."

"I'll let the team know." Coulson said.

Fury just nodded for a third time before he signed out of the video chat. Once Fury was no longer on his computer screen Coulson sighed before he gathered up his papers and hid them in a secret compartment in his desk. He agreed with Fury that Carnage needed to be brought in as soon as possible, but the man had to admit he wasn't looking forward to pulling the team out of class to give them the news….

* * *

Harry couldn't concentrate. He felt like he was a million miles away from everything that was going on around him. His history teacher was pacing about in front of the class chattering about something, but hell if Harry could actually tell anyone what she was babbling about. Harry was just far too busy thinking of other things. To be more specific all he could think about was Peter and that awful day where he had to watch his own father kidnap his best friend.

That day had been playing in his mind over and over again like some sort of bad horror movie. He could see Peter being shocked into unconsciousness and he could hear Mary Jane screaming Peter's name in his ear. Harry almost snapped his pencil in half upon just thinking about his and MJ's screaming. Without even thinking Harry glanced over at his red haired friend.

Much like himself MJ wasn't paying any attention to what the teacher had to say. She would occasionally glance up from the table that she was seated at to look at the teacher, but she was just doing that to give some sort of illusion that she was paying attention. However, unlike him MJ wasn't just staring out into space watching the events of that horrible day play over and over again in her head.

No, instead she was staring down at the large amount of papers that she had set up in front of her. The papers consisted of newspaper clippings, villain sighting reports taken from online, and notes filled with various kinds of information that MJ was able to dig up. Her cellphone was even out and strategically hidden behind her book bag. She had some website pulled up on her phone and while Harry didn't know what website she had on it Harry was pretty sure it had something to do with Peter or the Goblin.

Everything she had set up in front of her had something to do with Peter or the Goblin. MJ had been researching like crazy to try and figure out where Goblin could have possibly taken Peter. Personally Harry wasn't sure if she would find anything. If the Goblin ever showed his face in the city the news would be all over it. Peter's kidnapping was big news so everyone was trying to figure out where he and the Goblin where.

However, no one had seen hide nor hair of them. If SHIELD knew anything they sure as hell weren't saying anything. When the SHIELD agents talked to him about the kidnapping they just reassured Harry that they would do everything that they could to bring Peter home safely. Harry couldn't help but scowl at the memory.

'_Yeah, because SHIELD was so helpful the last time dad kidnapped Peter.' _ Harry thought bitterly.

Harry was snapped out of his thoughts when he heard the PA system in the class buzz to life.

"Miss Singer I need Danny Rand, Ava Ayala, Luke Cage, and Sam Alexander to report to the principal's office. Have them bring their stuff with them." The voice from the PA system says.

The students started to chatter a bit upon hearing that and Harry wasn't at all surprised to hear some of the kids yell out "You guys are in so much trouble!"

MJ glanced up from her work and looked over at Ava, Danny, Luke, and Sam in confusion. The group of friends looked a little confused at the fact that they had been called up to the principal's office and Harry didn't miss the fact that they also looked a little worried. They slowly packed their stuff up and left the room quietly. Once they were gone the class grew quite once more and the teacher continued her lecture. MJ returned her attention back to her research and Harry just sighed.

'_I wonder why they had to go up to the office?' _Harry thought.

Harry tossed around a couple of ideas as to why they would need to go up to the office, but in the end he decided that he didn't care. He already had enough to think about and he didn't care enough to dedicate any brain power into figuring out what that group of friends had done to get into trouble this time. His thoughts went back to Peter and his father and they stayed their right up until the bell rang. The second the teacher said they were dismissed the kids raced out of the room, but Harry waited patiently as MJ packed her stuff up.

Once she had gathered her things the red haired girl smiled and asked "Are you ready to go to lunch?"

Harry just nodded before he followed his green eyed friend out into the hall.

Once they were out in the hall Harry asked "So ace reporter what have you found out?"

MJ smiled a little at the ace reporter bit, but the smile disappeared as fast as it came.

"Not much. No one has spotted the Goblin anywhere." MJ sighed and ran her hand through her hair as she said "I've been searching all these websites that are dedicated to superheroes and super villain sightings and no one has seen the Goblin."

"No one had seen anything really odd recently?" Harry asked.

"Well some guy on this one website who swore that he saw Black Cat stealing bed sheets of all things, but I didn't think that was really important."

MJ frowned a little before she said "Although, I did run across a few odd little stories about a creature lurking around in the alleyways of the city."

"A creature?"

"Yeah, some people are claiming that a creature saved them from being mugged."

"They say what the creature looked like?" Harry asked with some slight curiosity.

"They say it's a red creature with black lined patterns on its body. It has sharp teeth, sharp claws, and large white eyes that supposedly looks like the eyes of Spider-Man's mask."

Harry almost dropped the book that he was carrying in shock when he heard MJ's description of the creature.

'_Oh lord please don't be what I think it is._' Harry thought.

Harry took a deep breath before he asked "Did this creature have Spider-Man powers by any chance?"

MJ nodded before she said "Yeah, the people who have seen him said that he could crawl on walls and shoot webs from his wrists."

Harry didn't know if he should laugh or cry upon hearing that.

MJ noticed the sad look that appeared on her friends face and immediately asked "Are you OK?"

"I'm fine." Harry said, but he sounded like he was anything but fine.

MJ didn't believe him for a second, but she refrained from asking any more questions. The rest of the walk to the cafeteria was silent and the whole time they walked MJ kept giving Harry concerned looks. Harry was so lost in thought that he didn't even notice the looks.

'_Of course dad turned Peter into Carnage._' Harry thought. '_What else would he do?'_

God, was Peter OK out there? Was he scared? Was he hurt? Was he screaming out for help right now and no one could hear him? Peter didn't talk about his experience as Carnage often, but he did mention how trapped he had been. He could scream and cry all he wanted but no one could hear him. He could see and hear everything, but he couldn't actually do anything. It was a pretty miserable experience, and it was one that Harry could empathize with.

He knew all too well what it was like to deal with symbiotes. Some small part of Harry was blindly hoping that maybe he was mistaken and that creature was just Spider-Man or someone masquerading as a Spider-Man like character, but Harry knew better then to hope. He was just going to have to accept the fact that it was very likely that his friend was somewhere out in the city trapped in a symbiotic shell once more. Needless to say by the time they reached the cafeteria Harry had lost his appetite and he knew he was going to be in a miserable mood for the rest of the day…..

* * *

Carnage was on edge today. He didn't know why, but for some reason he just got the feeling that something bad was going to happen today. It made him feel jittery and he didn't like being jittery. He kept waiting for something bad to happen, but nothing ever did. Today had been pretty ordinary all things considered. The few muggers that he ran across were your typical crooks. He wasn't supposed to be meeting with Black Cat today either.

He had been meeting up with her every other night at the building with the gargoyles attached to it. His conversations with her were the only normal human interaction that Carnage can get, and he craves that normal interaction like a dying man in a desert craves water. He's grateful that Black Cat bothers to meet up and talk with him, and while he had yet to say he was grateful out loud Carnage was pretty sure the girl already knew. Still in a way he was happy that he wasn't meeting up with her. He didn't want her to see him act so jumpy.

It was sort of embarrassing, and Black Cat would want to know why he was so twitchy and he wouldn't have an answer for her. He kept hoping that the jittery feeling would go away with time or by just venting his frustrations on muggers, but as morning turned into evening his uneasy feeling never went away. In fact it only grew worse as time passed. By the time the sun finally started setting Carnage was on edge. He was about ready to just go home so he could crawl into bed and just stay there until his jittery feeling finally went away.

However, before Carnage could even start making his way back home he heard someone call out to him.

"Carnage!"

Carnage turned toward the voice only to see the masked group of heroes was standing behind him on the roof. Carnage frowned when he saw them, but his frown grew even bigger when he felt a sort of buzzing in his head. That buzzing in his head meant that he was in trouble. This was the first time his danger sense had gone off around these people. That wasn't good that wasn't good at all. Carnage instinctively let out a warning hiss as he knelt down into a couching attacking position.

His claws clicked loudly against the cement floor and each time he clicked his claws against the ground they all seemed to cringe at the sound. At any other time Carnage probably would have enjoyed the cringing, but right now it was a little hard to enjoy it when he had a voice screaming danger in his head. Eventually White Tiger breaks the silence between them.

"P-Carnage, you need to come with us."

Carnage blinks slowly upon hearing his name and he tilts his head ever so slightly to the side. It's the first time that they had ever used his name before, but Carnage could tell that White Tiger almost called him Peter.

"Your very presence is making my danger senses go off like crazy." Carnage said. "Why should I go anywhere with you?"

"We can help you." White Tiger said gently.

"By killing me? No thanks I'm happy to be alive."

"We wouldn't kill you!" Nova shouts out.

"Well, I don't think we are going to start a campfire and sing Kumbayah either." Carnage snapped. "If you are not going to hurt me then why are do my freaking danger senses start going off when you show up?"

He was waiting for them to ask what this danger sense he had was or to say he was crazy, but that didn't happen. If anything they looked sort of guilty upon hearing his words. They refused to meet his gaze and the fact that they didn't try to yet again deny that they would hurt him just made Carnage frown. If anything this just proved that they didn't have good intentions for him.

Eventually Power Man said "You _need_ to come with us."

The emphasis on the word need was quickly noted, but all Carnage can bring himself to ask is "And if I don't come with you?"

"Then we make you come with us." White Tiger answered.

Carnage watched as her companions shifted into a battle stance and Carnage knew right then and there that the conversation was over. The fight or flight instinct kicked in and the two little voices in the back of his head started to cry out for a fight.

**How dare they threaten us! Beat them down!**

_They won't let us escape. We have to knock them out._

With a decision made Carnage launched himself at Iron Fist and slammed him down into the ground. The boy's head slammed into the ground with a loud crack, and while it didn't knock him out he would be dazed for a while. However, before Carnage could web him to the ground somebody wrapped their arms around him and quickly hauled him off of the green suited boy.

Carnage screeched in fury and a glance down at the arms that where wrapped around him told him that Nova had grabbed him. Thinking fast Carnage immediately made some nice sharp spikes pop out from his skin. Nova yelped in surprise and quickly flung the creature away. Carnage was tossed right off the roof, but he landed on his feet rather gracefully.

Unfortunately, he landed in the middle the street during a busy afternoon. Carnage was usually always careful about being seen. He made sure to stay overhead and move fast when he was swinging around the city so that no one would notice him or get a good look at him. He stuck to the rooftops and alleyways, and he always ended fights before any bad guy could race out into the open streets. He did this mostly because ordinary people always seemed scared of him, and having a huge group of people yell and scream about him was just not something that Carnage had any desire to deal with.

However, it looked like he was going to have to deal with it now. Some people had gathered on the street below the building that he had previously been standing on in order to figure out what all of the commotion had been about, but upon seeing Carnage everyone started to react. Some people screamed and ran, some people stared at him in confusion or fear, and a couple of people quickly whipped out their cellphones and started taking pictures of him or they started filming him. Carnage couldn't help but be slightly distracted by all of the sudden attention.

However, he quickly snapped out of it when his danger senses kicked into overdrive. Carnage jumped out of the way just in time to see Power Man land right where he had been standing only moments ago. The pavement cracked underneath Power Man from his harsh landing, but the man was fine and Carnage couldn't help but feel a shiver travel down his spine.

This guy could probably break Carnage's jaw if he let him. Not that Carnage was going to give him the chance. Carnage launched one of his spiked tentacles at him, but surprisingly Power Man grabbed a hold of it before Carnage could stab him. Carnage froze in surprise and Power Man smiled. The man started to try to yank Carnage closer to him, but Carnage just dug his feet and claws into the ground to keep himself from being dragged over. A sort of tug of war was going on between them now, and neither side was giving in. Carnage wanted to withdrawal his tentacle, but Power Man's grip was too strong.

'_I would kill to be able to detach my tentacle right now!' _Carnage thought in a panic.

Oddly enough Carnage got his wish. Without any warning whatsoever the spike just separated from him. Power Man stumbled back his grip still sight around the spike while Carnage let out a small sigh of relief. He wasn't completely sure how he did that, but he was grateful that it happened. It seemed that just wanting his spikes and tentacles to detach from him they would cause them to detach.

At least that was Carnage's theory anyway, but he was going to have to test it out fully on a later date. From the corner of his eye Carnage can see Nova flying down toward him, but Carnage doesn't give him any time to attack. He just grabbed Power Man with a tentacle and tossed him into Nova. The two boys crashed to the ground with a loud thud, and Carnage wastes no time in trying to web them to the ground.

His senses start ringing again, but before Carnage can look for the incoming danger he feels something slam into him and a sharp pain in his side. Carnage quickly scrambles away from whatever hit him and placed a hand on his side. The injury was already closing itself up which Carnage was both amazed by and thankful for and it hadn't been very deep, but it had been deep enough to draw blood. He glanced up at his attacker and wasn't at all surprised to see White Tiger standing before him. Iron Fist was probably still on the rooftop dazed and confused.

The costumed woman's white claws were now stained with blood. She seemed surprised to have drawn the blood.

Carnage just gave her a large grin and said "Not going to kill me, huh?"

White Tiger jerked back in surprise upon hearing that, and that was all the opening that Carnage needed. He launched himself at her and pinned her to the wall. She struggled against his grip, but she wasn't breaking it.

Carnage frowned at her and said "Next time we meet it won't be as friends."

She stilled for a moment upon hearing his words and she just looked down at the ground. She looked positively defeated, and Carnage got the distinct impression that he either broke something in the girl or that he just permanently changed something between him and these costumed people.

Eventually the girl lifted her head and looked him square in the eye before she said "I know. Next time we won't hold back."

'_They were holding back?'_ Is the first thought that crosses Carnage's mind, but he quickly shook it away.

Instead he just said "I won't hold back either."

He then proceeded to web her to the wall, and while she struggled against her binds Carnage could tell that she was just done for the day. Not that her friends were quite done fighting yet. Her other two friends that he had webbed were struggling against their binds, but since Carnage had webbed them together their struggling was just serving to annoy each other. The Nova boy was yelling up a storm, but Power Man was quietly just trying to detach himself from the ground and his friend.

Watching them struggle was amusing, but Carnage didn't stick around to watch any longer. He quickly started to web swing himself away before any of the costumed people could free themselves. As Carnage swung away he knew that he and the costumed group of friends wouldn't be having any more peaceful conversations. He couldn't say that he was surprised and it didn't bother him much, but even if it didn't bother him much Carnage had to admit that his heart ached a little at the thought…..

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**I don't make things easy for Spider-Man's group do I? ****At any rate I'll try and get the next chapter up as soon as possible so please review and don't flame.**


	7. Chapter 7: Fire Fire, Burning Bright

**I Am Carnage**

**Ch.7**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

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It was early in the morning on a bright sunny day that Carnage realized that his life would be changing in some way. This wasn't something that he figured out after quiet contemplation or realized right after his battle with the oddball costumed friends. No, it was something that was more or less shouted out at him from the jumbo TV that was attached to a giant building in the city.

So needless to say it wasn't an idea that Carnage was slowly eased into. If anything it was sort of like having a guy randomly smack you in the back of the head and yell out "Your life is going to change starting now so if you're not ready for it then it sucks to be you!"

Granted, it was something that he should have realized would have happened and in the back of his head he was dimly aware that the battle would change things. He just didn't think it would happen so fast. The day had started out like any other day. He woke up, stole some breakfast from some random pedestrian, and parked himself down on the billboard that sat across from the giant TV that was always showing the news.

Carnage preferred to eat his meal on the billboard if it was possible. He liked listening to J. Jonah Jameson rant and rave about whatever was bothering him today. Usually he was ranting about Spider-Man, but sometimes he would yell about some other thing that either interested him or ticked him off. Listening to him was hilarious, but Carnage still thought the guy's obsession with Spider-Man was a little sad. Sad or not listening to J. Jonah Jameson rant was sort of a guilty pleasure and it was a pleasure that Carnage thought he would be listening to.

Instead he got something very different. J. Jonah Jameson appeared on the TV the same as always, but instead of going off on his comical rants about Spider-Man he actually looked somewhat serious. Carnage was a little confused by that, but the confused look on his face was quickly traded in for a shocked one when he saw the title for today's big news story. There on the big screen were the words 'Carnage: Hero or Monster?' The hotdog that he had been eating was crushed in his clawed hand as he listened to Jameson begin the news report.

"Ladies and Gentlemen today we have been made aware of a new creature on the scene."

The footage of his fight with White Tiger and her friends quickly appeared on the screen. Considering the fact the most people owned cellphones with video cameras in them and that a few people had stuck around to watch his fight with the costumed friends Carnage really shouldn't have been surprised that someone videotaped the whole thing. Whoever it was that was holding the camera obviously wasn't a professional. The camera always seemed to be shaking and the person would jerk the camera this way and that just to try and keep Carnage completely in view of the camera.

As the camera jerked this way and that Jameson said "Yesterday evening one brave man was able to gather footage of this creature fighting with some superheroes. This creature is known by the name Carnage."

Carnage cringed a little upon hearing his own name come from Jameson's mouth.

"Reports of the creature known as Carnage have been made rather frequently as of late, but it is only now that we have definite proof that he exists."

'_At least he called me a he and not an it.' _Carnage thought absentmindedly.

"It would be easy to think he's a mindless monster, but most reports about him have actually been positive." Jameson said.

Carnage was actually a little surprised to hear that. He scared the hell out of any mugger that he came across, and while he enjoyed every minute of it he knew that his scare tactics were causing the muggers to spread some pretty interesting horror stories about him. Even if the stories were coming from criminals Carnage was sure that if any ordinary person heard them they would probably scare them.

To be truthful some of the things in those stories could very well be true. Also, a lot of the people that he saved usually ran away from him in fear so it wasn't surprising for Carnage to be skeptical about people being extremely positive about him when they made their report to the police. Still, Jameson was saying that people actually generally liked him. Honestly he didn't know if he should start grinning at the fact that people actually liked him or if he should voice his disbelief that people actually like him out loud to the world.

Completely unaware of the fact that the subject of the news was feeling some seriously conflicting emotions Jameson continued the report by saying "Reports are saying that Carnage has been saving people from muggers. Ever since the footage of the Carnage battle has hit the internet many people have stepped forward and started to tell their tale about how they were saved by this creature. We were able to interview a few of these individuals."

The scene quickly cut to one of the interviews and Carnage quickly recognized the man on the screen as the guy he saved the night he met Black Cat. The man looked calmer now, but he still had a timid look to him.

"Yeah, I remember that night. It's sort of hard to forget when a creature that you never seen before comes crawling out of the darkness and attacks a mugger right in front of you." The man said. "I was so scared then that I ran away from the scene and called the cops as soon as I could."

The man looked down at the ground as he said "I was so scared of him then, but you want to know something? That creature made sure to take away the gun that the thief had pointed at me and the creature let me run away when he could have stopped me. I think he was trying to make sure that the guy couldn't try to hurt me by webbing his gun to the floor."

The man gave the camera a week smile before he said "Looking back on it now I'm sort of sorry that I couldn't say thank you."

The scene quickly changed to another interview with a slightly overweight middle aged woman who was dramatically telling the tale about how Carnage valiantly saved her from two muggers. Honestly, the actual battle had been short and the two muggers were two idiots who hadn't been in the mugging business long but to hear the woman tell it she made it sound like Carnage was some brave knight who fought off two highly trained killers.

Interview after interview was shown on screen and Carnage recognized each person that showed up. Some of the people had been terrified when they saw him. Some of the people had run away at the first chance that they got, and some of the people had actually worked up the nerve to say thanks. Yet for all of the different reactions that these people had given him upon first seeing him they all had two things in common now. They were all people that Carnage had saved, and they were now expressing their gratitude over the fact that Carnage had bothered to help them.

Finally after so many interviews had played the last interview was shown and Carnage was surprised to see that it was the very first person that he saved. The brown haired girl was staring at the camera with her large brown eyes. There on her arm was a long scar that had obviously been caused by the man who had attacked her, but other than the scar on her arm she looked like she was fine. Upon hearing the interviewer ask her about Carnage a small smile appeared on her face.

"I admit I was scared of him when I first saw him." She confessed. "However, I shouldn't have been scared of him."

Her smile grew a bit wider as she said "He was so kind to me. After he webbed the mugger to the wall he offered to bandage up my wound with his webs."

She held her scared arm out toward the camera and showed it her scar and said "After he bandaged my arm up he got my purse for me so that I could get my phone and call the police. He even stayed with me until the police arrived when I asked him to."

The gentle look never left the girl's face as she said "It was only later on that I found out that the man who mugged me had a habit of killing his victims. It's thanks to Carnage that I lived to see another day."

Well, Carnage certainly didn't know that fact about the mugger who attacked her. The more gentle part of himself hissed at the very thought of that man killing innocent people, and Carnage couldn't help but think that he sort of regretted the fact that he had only left a scratch on the man.

The scene quickly cut back to Jameson only to have the man continue the report by saying "However, even with so many positive reports people are still skeptical about how good this creature really is. The fact that he has been seen fighting with superheroes has left some to believe that he is a monster who could attack the innocent people at any second."

Carnage frowned upon hearing that, but Carnage couldn't say he was surprised to hear that. Still, the sad look that had appeared on his face upon hearing that was quickly replaced with a surprised look when he heard what Jameson said next.

"Others are saying that Carnage was only defending himself. The footage clearly shows White Tiger injuring him while Carnage only tried to incapacitate them." The footage of the moment when White Tiger cut him was quickly played on screen to prove his point.

"Opinions are mixed as to rather this creature is a friend or a menace, but we here on Daily Bugle will keep an eye on this story and we will let our viewers know if Carnage is a friend or a foe." Jameson said.

The whole news broadcast had been rather serious up to this point, but the serious tone of the news story was quickly lost when Jameson said "However, if you ask me those supposed superheroes where probably just causing trouble. After all they hang out with Spider-Man and Spider-Man is a menace!"

Jameson then quickly started going off on his usual rants about Spider-Man and Carnage stopped listening to him after that. Carnage glanced down at the squished hotdog that he had clutched in his hand for a moment before he sighed and allowed the food to fall to the ground down below. Carnage had pretty much lost his appetite anyway so he wasn't too upset over the fact that he destroyed his own breakfast.

Things would be changing today, but he didn't know what the change would be like. Everyone in the city should know that he exists now. He wasn't just some creature from a story or some unidentified thing in reports to the people of the city anymore. Carnage wasn't sure how he felt about that. Evidently the rest of the city was feeling the exact same thing that he was feeling. Jameson had said that people's opinion of him was pretty mixed. They didn't know what to think of him. Carnage felt like he was at some sort crosswords here.

Depending on what he did in the next few days and how the people reacted to it the people of this city could come to see him as a friend or they could come to see him as public enemy number one. It would just take one major action to tip the scales one way or the other, and it was only a matter of time until the moment that decided his fate would come. Carnage sort of dreaded the day when the scales would tip and the public would officially decide if he was a friend of the city or a monster that needed to be destroyed…

* * *

It figures that that the day that the major event that would decide how the people of New York City would generally react to him would happen on the same day that everyone in the city found out that he existed. It also figured that he would just stumble across an emergency by accident. Carnage had tried to spend the day doing his usual thing which was save people and beat up muggers and for the most part that's just what he did.

For the most part everything was normal, but every single person that he saved would recognize him and say his name and Carnage always left before they could say whatever it was that they wanted to tell him. It was around midday when Carnage thought about grabbing some lunch when he happened to swing by a burning building. Upon seeing the building Carnage stopped swinging around the city and plopped himself down on the roof of the building that was across from the burning building.

A crowd of people had gathered around to watch and an ambulance and fire truck was already parked in front of the building. The firemen and women were already battling the flames and the emergency personnel were checking over the people who had been pulled out of the burning building. As Carnage watched the building burn he felt a shiver travel down his spine. He was safe from the fire from where he was standing, but just seeing the flames caused some feral part of his brain was freaking out just from being this close.

Logically he knew he was safe, but he still felt fearful of the flickering flames. The firemen seemed to have to situation under control so he figured he could leave, but right when Carnage was about to web swing away he spotted something from the corner of his eyes. Standing at one of the windows on one of the top floors of the building was an elderly man desperately trying to open the window.

Even from where Carnage was standing he could see the smoke filling the room. The top floor of the building was where the fire was at its worst, and the thought of getting closer caused a jolt of fear to run through him. Yet, even as fear griped his heart a little voice in the back of head was crying out for him to help the man.

_You have to save him. You can't let that man die. You have to save him._

Carnage shivered at the thought of getting closer to the burning building, but the thought of leaving the man to possibly die weighed heavily on his mind. Carnage closed his eyes and took a deep breath before he snapped his eyes open and launched himself toward the burning building. One good jump with the aid of a webline was able to get Carnage up to the man's window. The old man stared at him with wide eyes and Carnage just motioned for him to step back. The man quickly got the message and once he was far enough from the window Carnage smashed the glass with his fist.

The glass shattered easily from the hit and Carnage quickly used his tendrils to clear the rest of the glass out of the way.

Once the glass was gone Carnage debated what to say to the man for a moment before a phrase jumped to his mind. Carnage held his hand out to the elderly man and said "Come with me if you want to live."

For some reason the mental image of an Austrian guy wearing sunglass saying that line popped into his head upon saying that, but it was quickly forgotten when the elderly man slowly took hold of his hand. Carnage pulled him closer to him before he wrapped his arm around him.

"Hold on tight I'm going to get you out of here."

The man quickly wrapped his arms around Carnage's neck upon hearing that and Carnage just tossed himself out of the window. By using his webbing he was able to slow down his decent so they weren't falling as fast. They landed next to one of the ambulances that had been parked outside of the building, and their landing had caused a few of medics and citizens to jump in surprise.

The old man quickly unwrapped his arms from around Carnage's neck, and Carnage removed his arm from around the man's waist in return. A small smile made its way to the old man's face as he said "Thank you for saving me. All the fire exits had been blocked and I thought for sure I would end up dying in my own apartment."

"No problem." Carnage answered as he took a step away from the man.

A few people were staring at him in curiosity while some stared at him with fear in their eyes. Honestly, Carnage was more than ready to leave this place. He saved the old man so his job so he was more than ready to leave. However, right when he was about to leave he could hear a commotion in the crowd. As he turned toward the source of the noise Carnage could see two police officers holding a man back and trying their very best to keep him away from the burning residential building. "Sir, you aren't allowed any closer to the building!" The blond haired cop yelled out.

"My wife is in there!" The man called out hysterically. "My sons and my wife are still trapped in that building!"

"Which floor was your family on?" A female fire fighter asked from nearby.

"The top floor! They are on the top floor in the apartment next to the stairs!" The man cried out.

The woman cursed before she turned to one of her fellow fire fighters. Even from where he was standing Carnage could hear her hiss out "That is where the fire is at its worst. All the ways up there have collapsed and trying to send someone to the top floor would be suicide."

The fire fighters continued to exchange words, but a lot was being said but it all could be summed up by just saying that those people were doomed.

He shuttered at the thought of having go into that damn building, but even the fear of the flames couldn't stop Carnage from approaching the hysterical man and asking "Can I get to your apartment from a window?"

The cops quickly stumbled away from the man upon seeing Carnage approach and man just stared at Carnage for a few moments. If Carnage had to guess the guy probably wasn't too thrilled at the idea of telling a clawed white eyed monster where his family was.

However, the man didn't have much of a choice here and after a brief moment of hesitation the man finally pointed at one of the windows on the building and said "That will take you to my living room."

Of course since Carnage had the worst luck in the world the area where the man directed him was the area where the fire was at its worst. He could feel his heart drop to his stomach at the thought of going into the building, and some part of him of screaming that he should just turn around and leave. The chances were pretty high that the family may have already died. However, another part of him refused to leave an innocent person to their death and the fact that there was a slim possibility that those people could still be alive then he should at least try and see if he could save them.

It was that part of him that wanted to protect people that ended up winning his internal war. Carnage felt like fear had his heart in a vice grip, but after taking a deep breath Carnage quickly web swung his way up to the window. Upon reaching the window Carnage once again had to smash the glass just to get through. The smoke that started to billow out of the building blinded him and made his eyes sting, but Carnage ignored it and quickly crawled into the room.

Upon entering the room Carnage immediately wanted to leave. Flames were slowly consuming the pictures that were hung up on the wall, and the couch in the room had been turned into fuel for the flames. Carnage could feel his heart hammering in his chest and a voice chanting out his one and only desire over and over again in his head.

**Get out. Get out. Get out. Get out.**

He felt a shiver travel down his spine, and for whatever reason his body was actually starting to hurt. The flames weren't touching him, but just being near them caused him physical pain. It felt like pins and needles were being jammed into his body. Unconsciously, the spikes that Carnage could make popped up into existence almost as if to protect him from the burning fire. Carnage had to will the spikes away, but he couldn't stop himself from wrapping his arms around himself in order to get some sort of vague sense of comfort.

"Is anyone here!?" Carnage yelled out.

His voice was shaky and the usual perfect harmony that he had between the monstrous part of his voice and the human part of his voice was slightly off. They weren't perfectly synced up like they usually were and that caused his human voice to sound like some strange echo of his monstrous one. Carnage didn't hear anyone return his call, but over the noise of the crackling fire and his own inner voice screaming in his mind Carnage could hear the weak wailing sound of a baby.

Carnage urged himself forward and he quickly raced toward the sound of the wailing. The crying leads him into a nursery, and it was there in that room that he ended up finding the woman and her two sons. The two boys were relatively fine. The first boy was a child around the age of four or five and his green eyes were wide with fear. The boy was holding his crying brunette baby brother and the baby's raspy crying had been what Carnage had heard.

While the boys where fine the woman was anything but OK. There was a large hole in the ceiling and the woman's legs had been pinned to the floor by a mixture of cement, plaster, and metal. The woman's breathing was shallow, but she was still alive. She stared at Carnage with wide blue eyes and Carnage tries to give her a reassuring smile, but he's sure it looks more like a grimace.

"Your husband sent me to rescue you." Carnage told her.

The woman's eyes widened slightly and Carnage could swear that he could hear her wheeze out the name "John."

"Get Dean and Sam out of here first." The woman quickly said.

Carnage just nodded before he turned to look at the boys.

"Come on I'm getting you out of here." Carnage said as he reached a hand out toward the children.

"What about my mom?" The dirty blond haired boy squeaked out.

"I'll come back for her." Carnage said, and he could already feel the dread settling in the pit of his stomach at the thought of coming back.

The boy carefully took hold of Carnage's hand and Carnage felt a tiniest of smiles start to make his way to his face.

Carnage knelt down so that he was in a crouching position and said "You are going to have to ride on my back because I'm gonna need to use my hands if we want to get out of here. I'll use my tendrils to keep you in place, but you need to keep a tight grip on your brother."

The boy nodded before he quickly scrambled onto Carnage's back. Carnage summoned out some of his tendrils wrap around the boy, and while the boy let out a yelp of surprise he didn't protest at having the tendrils wrap around him. Once Carnage was sure that he had a good grip on the boy he quickly launched himself through the hole in the roof that was above the woman. Carnage quickly web swung his way down to the ambulances that were waiting at the entrance of the building.

Upon reaching the ground Carnage crouched down and released his hold on the child. The second his tendrils had disappeared and Dean was off his back the boys were immediately swarmed by emergency personnel. Carnage just took the brief moment to enjoy the fact that he was no longer in pain, but after taking a quick breath of fresh air Carnage quickly launched himself back at the building and made his way back to the window that would take him to the woman.

Upon reaching the window Carnage couldn't help but let out a small hiss of surprise and a bit of fear. The living room was a raging inferno now, and there was no way that he could get through there. He quickly climbed to the top of the roof and over to the hole in the roof. He jumped through the hole only to have the feeling of pain instantly hit him again. He stumbled a little when he landed on the floor and Carnage hissed again when he saw that the baby's crib was now burning. The voice in his head was screaming now and Carnage almost felt like screaming right along with it.

**Get out! Get out! Get out! Get out!**

Carnage felt like he wanted to lash out at something just to help relieve some of his panic, but he knew that it wouldn't do anything to help him. He knelt down next to the woman and quickly started to pull the rubble off of her. She started to groan in pain as he removed the rubble and Carnage just cursed.

"I'm sorry. I know this hurts. I'm sorry." Carnage said over and over again as he removed one piece of junk after another.

The more the fire spread the more his body would hurt, and Carnage's hands were shaking. Honestly, his whole body was shaking and the voice in his head was screaming even louder now. Carnage was feeling a little hysterical right now, but he couldn't afford to lose his mind right now. Once he got enough of the debris off of her he quickly used his tendrils to pick her up. The woman let out a pained noise and Carnage could only continue saying his never ending mantra of apologies. The woman's legs were broken and badly burned, but they didn't have the time for him to be slow and gentle and considering his slowly growing panic Carnage really didn't think he was in the right mindset for being gentle and slow.

The snapping and crackling of the fire was almost overwhelming and the loud groaning sound of the building was enough to get Carnage to race out of the room like a bat out of hell. He reached ground floor in record time and he was quick to hand the woman over to the waiting paramedics. Carnage was still shaking, but Carnage was able to resist the urge to wrap his arms around himself. Carnage heard the man yell out the name Mary before he raced over to where the paramedics were quickly loading her into an ambulance.

Carnage ignored them and quietly wondered if he could just leave. Carnage couldn't bring himself to go back into the building again for a third time. A woman officer spotted him and approached him slowly like he was a wounded animal ready strike at any sign of danger. Considering how much he was shaking Carnage couldn't blame her for being cautious.

"Hey, you did a good job saving those people." She said gently.

"There aren't any more people trapped in the building, right?" Carnage asks.

He prays that there are no more people in the building. The worried voice was no longer screaming in his mind, but it still continues to frantically whisper three words over and over again in the back of his head.

**No more fire. No more fire. No more fire.**

Her smile was kind and gentle as she said "I think you and the fire fighters got everyone out of the building."

The amount of relief that he felt upon hearing those words was staggering, and the relief was quickly followed by exhaustion. He was mentally, emotionally, and physically exhausted. He was no longer in pain, but his body ached and he felt like he could sleep for a week. This whole entire event had been more tiring then he originally thought it would be.

"I should be going then." Carnage murmured, and he quickly web swung away before the officer could reply.

Carnage was too tired to continue looking for muggers to beat up. He just went straight home and climbed right into his web hammock. He wrapped himself up in blankets and tried his best to get some sleep….

* * *

Carnage ended up crawling out of his bed when the sun had just set and the sky had grown dark. He was still feeling exhausted, and Carnage could say with complete confidence that his nightmare about being stuck in a burning building really weren't helping him. He would have much rather stayed in bed, but his stomach was growling and his need for food caused him to have to leave his warm bed.

Carnage ended up stealing a sandwich and he ended up parking himself on top of the billboard that was set up across from the jumbo TV that was attached to the large building. Carnage practically shoved the sandwich into his mouth and he savored the taste of the roast beef sandwich. His pleasure was quickly forgotten about though when he happened to glance up at the TV and he saw the headline 'Carnage helps to save people from burning building'.

Carnage hadn't been in the area long so it seemed he missed half of the story, but he made it just in time to hear Jameson start talking about him.

"Carnage was seen saving four people from the burning building. Witnesses say that the creature heroically went into the building and saved two children only to go right back in and save their mother. The woman's legs were broken and she suffers from some second degree burns, but she is expected to make a full recovery. The children were fine, and fire fighters say that if Carnage hadn't been their then the family would have died in the flames."

The man slammed the papers that he was holding down on the desk hard enough that it made Carnage jump a little, and the man's grin was so big that Carnage thought it would split his face.

"That just proves it!" The man yelled out. "Carnage is a protector of the people, and he's a better hero then Spider-Man!"

Jameson then started going off on one of his Spider-Man rants, but Carnage ignored it in favor of focusing on the warm bubbling feeling that was welling up within him. Jameson had called him a protector of the people. He was more or less saying that Carnage was a hero on TV. If a lot of people watched this news report then maybe they would start to think that Carnage was a friend and not a foe. That would make Carnage's life easier at any rate, and being seen as a friend by the people of New York City would be a good change.

Carnage was happy that the scales seemed to be tipping in his favor and he was happy that he was able to save those people. Still, Carnage decided right then and there that he never wanted to go into another burning building and nothing short of an absolute emergency was going to make him even think of going near a fire much less a burning building…

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**A cookie for anyone who's able to spot the non-Terminator related reference that I stuck in here. Anyway, info time!**

**Jameson being totally cool with Carnage: So I'm noticing that as long as someone seems to be against Spider-Man or is stealing Spider-Man's thunder cartoon Jameson is totally cool with them and even supports them. He trashes Spider-Man, but he praises any Spider-Man impersonator. As such I figure Jameson would be quick to praise Carnage because as far as he knows Carnage is the new guy in town who is stealing Spider-Man's thunder.**

**Carnage and fire: Originally I tossed around the idea of Carnage saving people being held hostage in a bank robbery, but I ended up going with having him saving people from a fire for two reasons. **

**Reason number one was that the fire would be a public thing that he could do that would win him some points with the regular people of the city. This is sort of the first major thing that he does after becoming public knowledge, and putting himself in danger just to save people is bound to win him some points with people who weren't sure what to make of him. **

**Reason number two is the fact that it installs a healthy fear of fire into him early. Symbiotes are week to fire and sonic based attacks, but out of the two fire always seems to be used to deal with Carnage or at least that's the case in the video games (like Amazing Spider-Man 2 and Spider-Man: Shattered Dimensions).**

**The symbiote side of Peter/Carnage would probably have an instinctual fear of its major weakness and it would know that those things should be avoided. It's only now that Carnage actually has firsthand experience to show him just why being near fire is bad news. As for his freaking out at just being near fire that was inspired by a scene in the comics were Spider-Man was able to fend Venom off with a lighter that some random pedestrian gave him. The fire was small and it wasn't even touching him, but just being near it hurt him. If a lighter can do that to a symbiote than being in a burning building must be agonizing for a symbiote.**

**Anyway, that's chapter 7. I'll try and get the next chapter up as soon as I can so please review and don't flame. **


	8. Chapter 8: Cloak and Dagger

**I Am Carnage**

**Ch.8**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"Carnage seems to be winning points with the public."

That wasn't a phrase that Fury thought he would ever hear, but as Coulson said it Fury was struck with just how true that sentence was. Carnage was becoming something of a fascination with the general public. He was this new creature that no one had really seen before so of course people were curious about him. The fact that he was rescuing people from muggers and pulling families out of burning buildings was definitely helping his image. J. Jonah Jameson had started singing his praises for Carnage right after he had saved some people trapped in a burning building so that was helping Carnage's image out quite a bit as well.

The irony of what J. Jonah Jameson was doing wasn't lost on Fury. Honestly, this whole situation was ridicules. As Spider-Man Peter was feared by many of the people he tried to protect, and he was thought to be a menace. As Carnage he was slowly turning into some sort of media darling even though he was just one bad day away from possibly snapping some idiot crook's neck. Fury sighed as he rubbed his eye and mentally cursed the Green Goblin to the high heavens. If that bastard hadn't kidnapped Peter then Fury wouldn't even be in this mess.

Fury could hear Coulson sigh from his spot nearby.

"This is getting complicated."

"It got complicated a long time ago." Fury said as he scowled.

He had been hoping that Peter's team would be able to bring him in before Carnage became a common name or before he broke a guy's spine. Instead his team had made him look more like innocent creature that was being picked on. Their last fight with Carnage had been a disaster. That fight gave the public a good look at the creature that lurked in the alleyways of the city, and their curiosity had been struck. They wanted answers now and they were getting them from every pedestrian that Carnage saved from a mugging. As if that wasn't enough the battle ended up being a blow against the team's reputation. As far as anyone could see Carnage was just defending himself while the team seemed to be out for blood.

He knew better, but the rest of the world didn't know the facts. The only thing they saw on the news was Carnage bringing them down without causing serious harm while White Tiger was ripping into his arm. Spider-Man's team members always a bit of a better reputation then him, but because they worked with Spider-Man on a regular basis they had a few people grumbling about the fact that they worked frequently with a 'menace'. The damage from the battle wasn't horrible, but for the people who liked Carnage they would come to see them as bullies for hurting them.

Fury knew that they were on some sort of unofficial time limit. The more people that Carnage helped and the more J. Jonah Jameson kept singing him praises the more beloved Carnage would become. Eventually they would hit a point where their capturing of Carnage would put whoever captured him into some hot water with some of the general public. It would most likely blow over eventually, but the problems that it could cause would be annoying. They could try to capture him somewhere where the public wouldn't see it, but it would be hard to pull off. Not impossible, but still hard. It would take a lot of planning at any rate, and there was no granted success regardless of what sort of plan they went with.

Fury sighed again before he shook his head. He wasn't even taking in consideration of what would happen if a big name villain decided they wanted Carnage, or what would happen if Green Goblin got his hands back on him. Then there was the whole Carnage has a habit of making friends with cat burglars thing to take in consideration. If he could make friends with Black Cat what other sort of seedy friends could he pick up? God, this was making his head hurt. At any rate it was obvious that he couldn't leave this up to Spider-Man's team alone.

"Coulson, I want you to contact the Avengers and tell them to keep an eye out for Carnage. Ask the Fantastic Four if they can keep an eye out for Carnage as well."

"You want them to join in on the search?" Coulson asked.

"I want them to try and capture him if they can. The Fantastic Four don't answer to us, but helping to return a kidnapped boy back to his family should be enough of an incentive for them to help out." Fury said. "As for the Avengers they can't dedicate their full time to this. They have their own rouges gallery to deal with on almost a regular basis so they can't just work on getting Carnage."

Coulson nodded before he said "I'll see if they will keep a look out for the Green Goblin too."

When Coulson left his office Fury just closed his eye and leaned back in his chair.

God, he needed a drink…

* * *

There must have been something about alleyways that drew in both danger and unusual people and Carnage wasn't talking about muggers when he thought of unusual people. The danger thing he could understand. You had access to the streets to grab a victim, they were out of the way, and for the most part out of sight. The unusual person thing was the thing that he didn't understand. All he knew was that he was slowly making it a habit to cross paths with odd strangers in alleyways.

The first time it happened it was Black Cat found him and watched as he beat the snot out of a guy before she finally made her presence known. This time Carnage randomly stumbled across two teenagers getting attacked by three guys while he was making his way out to go and see Black Cat. For the most part the two teens looked rather normal. The girl had bright blond hair and she was wearing a pair of dirty ripped jeans and an equally filthy white tank top. The cresent moon shaped tattoo on her face was the only thing that really stood out to him. The boy's outfit was a bit stranger then the girl's because while his grubby jeans and dirty gray t-shirt was normal the tattered black cloak that he also had on was odd.

However, the cloak was downright normal when compared to the glowing daggers that the blond was holding. She stood in front of her friend glaring at their attackers while her friend stood behind her. The boy had a large cut on his left arm, but he didn't look afraid or even bothered by the fact that was he bleeding. He was also glaring at the three knife wielding maniacs, and if his wound hurt him a lot he wasn't showing it.

One of the knife welding psychos took a step toward the girl while just tightened her grip on her glowing weapons.

"You should be happy that I'm putting you two out of your misery!" The ringleader of this little knife welding gang yells out. "You have to be mutants, and mutants deserve to die!"

Upon hearing that Carnage decided that he had officially heard enough. He had no clue what a mutant was, and quite frankly he didn't care. All he did know was that these guys were threatening some teens with knives and that was enough of a reason for Carnage to punch their faces in. Carnage jumped off the roof that he was standing on and landed right on top of the leader. The guy feel forward and had his face smashed right into the ground. The force of the landing had broken the guy's nose, and that dark little part of him hissed in pleasure when he heard the guy yell out in pain.

After webbing the guy to the ground he quickly launched himself at the next guy. As he slammed him down into the ground as well his danger senses started to buzz which meant the other guy was probably going to try and attack him. Carnage just let a couple of spikes pop out of his skin and that was enough to make the other guy yelp. He heard the clanging sound of metal falling to the ground before the guy turned tail and ran out of the alleyway like he was on fire.

The man that Carnage was holding down wiggled in his grip as he yelled out "Don't leave me with these freaks!"

The guy definitely wasn't coming back and that just made Carnage grin.

He knelt down so that his mouth was near the man's ear before he said "Looks like you have been abandoned."

The guy's eyes widened when he saw Carnage's razor sharp teeth so close to his face. Carnage just webbed his mouth shut before he could yell and webbed him to the ground. Once both men had been taken out he looked over at the teens. They were both looking at him with wide eyes, but once they saw that Carnage was looking at them the girl took up her battle stance once again.

Carnage carefully crawled over to them, and as he got closer the girl's eyes grew wider and while grip on her shinning knife was still strong Carnage could see that she was shaking a little. Carnage stopped moving once he was close enough that he could talk normally to them. He crouched into a siting position and placed his hands on his knees.

He rocked a little on the balls of his feet as he asked "Need help?"

They give him a confused look and he just pointed at the bleeding boy. "I can wrap up his wound if you want."

The girl narrowed her eyes before she said "I'm not letting you go near him."

Carnage just blinked a few times upon hearing that, but he didn't frown. He really couldn't blame her for not wanting Carnage to touch her friend. However, Carnage wasn't comfortable with leaving them alone without helping them out. The cut didn't stitches or anything like that, but it did need to be bandaged up. Carnage thought about what to do for a moment before an idea hit him. It was a stupid idea, but he just couldn't leave them like this. Still, Carnage couldn't help but mentally curse at his conscious as he said "If I let you hold your sharp little glow sticks to my neck will you let me treat him?"

The girl almost dropped her blades upon hearing that. Carnage smiled as he said "You do that you'll feel safe, and if I ever make a move to hurt your friend you can just stab me in the back and run for the hills."

It was not the greatest idea and it wasn't one Carnage was entirely comfortable with, but he didn't want to let the guy bleed out. The two teens exchanged glances with each other before the guy slowly nodded. The girl stared at her friend for a few seconds before she shook her head and slowly made her way over to Carnage. Upon reaching him she quickly placed the knife near his neck and Carnage could hear the low buzzing of his danger sense in the back of his head.

The situation wasn't dangerous enough to make it go nuts, but it was dangerous enough to set it off. Carnage watched as the boy approached him and knelt down in front of Carnage. Upon reaching Carnage the red and black creature held out a hand toward the man, but he made no motion to grab the teen's arm. He just kept his hand out and waited for the boy to give him his arm. The boy hesitated for a split second before he finally held his arm out toward Carnage. Carnage was slow and gentle as he took hold of the boy's arm and started wrapping it up with his webs.

As he wrapped the wound he said "So my name is Carnage. What are your names?"

The girl didn't answer that question.

Instead she asked "You name yourself Carnage or did someone else decide to stick you with that name?"

Carnage stopped moving for a second before he sighed and said "I don't know. I don't remember."

Carnage frowned as he said "My first memories consist of waking up in a lab. The only thing that I really knew about myself is what I am and what my name is."

The boy frowned and Carnage could hear the girl awkwardly clear her throat.

"I'm sorry I asked." She said and she did sound generally regretful.

"Don't worry about it you didn't know. I don't mind talking about it anyway."

The boy looked surprised to hear that and he was quick to say "Most people would have an issue with talking about that."

"I'm not like most people. Black Cat says I'm an open book anyway."

"Black Cat?" The boy repeated.

Carnage started to grin as he said "She's my friend. I was going to go meet up with her, but then I stumbled across you guys."

Carnage shrugged before he asked "Speaking of which what was up with those guys?"

"They were harassing us because we are homeless." The boy said angrily. "When we wouldn't sit there and take the abuse they were tossing out at us they pulled out the knives."

"And then your friend pulled out her knives in return?" Carnage guessed.

The boy just nodded.

"I'm honestly surprised that you haven't asked about the knives yet." The girl said.

"Do you want to talk about it?" Carnage asked.

"No." Was the girl's firm response.

"Then I won't ask about it. It's none of my business." Carnage responded.

"At this rate we know more about you then you know of use." The guy said with the slightest of smiles.

"It's fine I don't usually get to know anything about the people that I help."

"You make it a habit of helping random people?" The boy asked.

"I saved an old man and a family from a building fire two days ago, and I have been saving people from muggings almost every single day so yeah I do." Carnage answered.

The boy looked surprised and while Carnage couldn't see the girl he was pretty sure that she was surprised too. It was quite for a while, but just as Carnage finished wrapping the boy's arm the boy spoke.

"Tyrone."

Carnage gave him a confused look and the teen boy just said "My name is Tyrone."

"My name is Tandy." The girl said from her spot behind Carnage.

"Well, it's nice to meet you." Carnage said as he smiled.

"Strange thing to say to a girl who is holding a knife to your neck." Tandy said with some amusement.

"Today is turning out to be a strange day in general." Carnage replied as he finished up wrapping up Tyrone's wound.

Once he was done he released his hold on Tyrone's arm. Once he had released the boy's arm Tandy removed the dagger from its place near Carnage's neck and walked over to him. As the two examined Carnage's handwork Carnage game a mental sigh of relief at the fact that he didn't have the knife near his neck anymore. The fact that his danger senses had stopped buzzing was also a relief. Carnage stood up and stretched a little a bit before he looked at the two teen friends.

"The web bandage will work as well as a regular bandage, but it won't last forever. You got a couple hours until you really need to worry about it but I suggest you get ahold of some actual bandages before then."

Of course right when he said that a little voice in the back of his head wondered if they could even get bandages. They said that they had been harassed because they were homeless so that probably meant they couldn't get excess to something like that easily. Of course right when he thought of that he had to wonder where they were going to spend the night tonight. They also really had to do something about Tyrone's shirt because it was covered in his own blood.

Carnage frowned as he asked "So what are you guys going to do now? Do you have a place to stay?"

The two teens snapped their heads up from Tyrone's arm and stared at Carnage for a few seconds before they both sighed.

"We can stay at that FEAST place that Martin Li runs, but their soup kitchen would be closed by now so we won't get to eat tonight." Tyrone said.

"We were trying to get there in time before the soup kitchen closed, but we got held back by those jerks with knives." Tandy explained.

Carnage hadn't heard of FEAST before, but it sounded like it was a homeless shelter of some sort. At any rate that solved the problem of where they were staying, but it didn't solve the shirt problem or the food problem. However, Carnage was sure that he could help with the food problem. The only question was if they would accept the help. Well, he was doing alright so far so it wouldn't hurt to ask at any rate.

"I might be able to help you out with your food issue."

"You don't have to do that you have helped us out so much already." Tandy said.

"Yeah, but I want to help. Besides I haven't eaten yet so now is as good as time as ever for me to go and get dinner."

The two teens stared at him for a moment before they turned to look at each other. They started whispering to each other and while Carnage could not hear what they were saying he knew they were talking over if it was a good idea to accept his help or not. Eventually they finally reached an agreement because they both looked at Carnage and nodded.

"We accept your offer." Tandy said.

"Is it OK if I invite my friend? She is still waiting for me."

They looked unsure of how to respond to that and Carnage quickly added "She doesn't have to come if you guys are uncomfortable with it. I can tell her what's going on and I'm sure she will understand why we can't hang out tonight."

Again the teens looked at each other, but after Tyrone nodded at her Tandy turned to look at Carnage.

"You can bring her with you."

Carnage was grinning now as he said "Great, I'll be right back with food then!"

Carnage was about to web swing out of there, but he was able to stop himself from rushing off so he could ask the two teens a question.

"Where should we meet?"

"You know the Laundr-o-Mat is?" Tyrone asked.

"You mean the laundromat down the street?" Carnage asked.

Tyrone nodded before he said "We will meet you on the roof of that place."

He motioned to the two figures that were stuck to the ground as he said "Figured it wouldn't be a good idea to wait here with them."

"I understand that. I'll meet you on the roof of the laundromat then." Carnage said before he quickly web swung off.

As he rushed off in search of food the black and red creature couldn't help but hope that the teens would actually be waiting for him there…

* * *

"Carnage, why are you carrying around a bag of Chinese food?"

That was the very first words to come out of Black Cat's mouth when she saw Carnage. Carnage just settled himself down on the gargoyle that was across from her and grinned as he held the plastic bag with the big smiley face slapped right on it.

"I may have meet some people who could possibly be friends, and I promised to bring food with me when I went back to meet up with them."

"You meet them in an alleyway?" Black Cat asked.

"Yeah, I did." Carnage said as he looked off toward the side.

"It's sort of becoming a habit for you to find friends in alleyways." Black Cat said.

"Well, it's not like I can walk into an arcade and make friends with people while playing games." Carnage said. "Not with the way I look and sound at any rate."

"True." Black Cat said with a nod of her head. "So how did you meet these guys?"

Carnage quickly explained just how he found these people, and by the end of his story Black Cat just gave him a thoughtful look.

"I wonder if the girl is a mutant."

"What is a mutant?"

"A mutant is someone who has an X-Gene or something like that and this gene gives them superpowers."

"How does that work?" Carnage asked.

Black Cat just shrugged before she said "Heck if I know I'm not a scientist."

"Think the guy has any powers?" Carnage asked.

"Who knows?" Black Cat answered. "If you became friends with them I guess you would find out."

She stood up from her spot on the gargoyle and smiled at Carnage. "At any rate we should go to your mystery teens before the food you got them gets cold."

Carnage just nodded as he quickly lead Black Cat to the laundromat. Upon reaching the roof Carnage is pleasantly surprised to see that Tyrone and Tandy were indeed waiting for him. Upon seeing Black Cat they eye her with distrust, but Black Cat just waves at them as if they are old friends that she hadn't seen in a while. As Carnage opens the bag and pulls out all of the cartons of food Black Cat just sits down in front of them.

"So you guys are Tyrone and Tandy, right? Carnage probably already told you guys that I'm Black Cat."

"He's told us." Tandy said slowly as she took the chopsticks that Carnage held out to her.

"Are you a superhero?" Tyrone asked.

Black Cat snorts as she grabs the box full of lo mein.

"I'm a cat burglar. You know steal from the rich and give to the richer if they pay enough."

Both of the teens look over at Carnage, and Carnage just shrugged as he sits next to his white haired friend.

"As long as she isn't hurting innocent people I don't care."

Black Cat just grinned as she said "That goes for you guys as well you know? As long as you guys don't run around punching random pedestrians you can count on Carnage being a friend."

If Carnage was able to blush he would have. Instead he just looks down at the orange chicken that is sitting in front of him and tried to figure out how to use chopsticks. Carnage hears Tyrone murmur something, but he isn't able to catch what he said.

Carnage only looks up when he hears Tandy ask Black Cat "So since you are a cat burglar that means you know a lot about what is happening in the criminal underworld, right?"

"I do." Black Cat said slowly. "Why do you ask?"

"Do you know Taskmaster?" Tyrone asked.

"I know of him, but I don't personally know him." Black Cat said slowly.

"Who is Taskmaster?" Carnage asked as he stabbed a piece of chicken.

He had already given up on figuring out how to use chopsticks.

"He's a supervillain. Supposedly, he can learn any fighting style with ease or something like that." Black Cat explained.

Tyrone nodded before he said "They say he runs an institute dedicated to training people fighting skills."

"You mean the Taskmaster Institute?" Black Cat asked.

"Yeah, that's the name of the place!" Tandy said excitedly. "We thought it was down at the docks in Jersey, but we never found it."

Carnage was now officially confused, and he got even more confused when he heard Black Cat say "Yeah, he shut that place down back in the 90's so you missed the boat a long time ago."

Both Tyrone and Tandy sighed while Carnage just blinked a few times in confusion.

"Why did it close?" He asked.

"SHIELD broke into the place and started arresting people." Black Cat said before she took a bite of her food.

Carnage hissed upon hearing SHIELD's name, but upon receiving confused looks from Tandy and Tyrone he just looked away.

"I don't like SHIELD." He murmured.

"SHIELD tried to kill him when he was escaping from the lab that he woke up in." Black Cat added calmly.

"Why?" Tyrone asked.

Carnage shrugged before he said "I don't know. The second they saw me they yelled symbiote and tried to fill me full of lead."

An awkward silence fell upon the two teens while Carnage just stuffed a piece of orange chicken into his mouth. He didn't mind telling why he hated SHIELD, but he could get why listening to it would be slightly awkward. Black Cat just let out a noise of satisfaction as she chowed down on lo mein and the two teens seemed slightly bothered by the fact that she wasn't bothered by Carnage's story. Not that it surprised Carnage any. She hadn't acted all that bothered by it when she first heard the story either.

Black Cat popped her chopsticks out of her mouth and asked "So why did you want to find his institute anyway?"

"If we became his students the institute would have provided us free room and board. Also, anyone who gets trained by Taskmaster can usually always find work."

"As a flunky for a supervillain." Black Cat pointed out.

Tandy just shrugged and said "Hey, it puts food on the table."

"Not like we have a table to put food on at this point." Tyrone muttered.

Black Cat shrugged as she said "Fair enough. You guys got a supervillain name all picked out yet?"

"We were thinking of calling ourselves Cloak and Dagger." Tyrone said with a slight smile.

"Nice, I like it." Black Cat said.

The white haired girl stuck her chopsticks into her lo mein box and smiled at them.

"Well, if that's the case then I got good news for you." Black Cat crossed her arms and grinned as she said "I hear Taskmaster is taking on students. If you can find him and impress him enough he would take you in and you won't have to worry about where your next meal comes from."

"Really?" Tandy asked.

Black Cat shrugged before she said "It's what I heard. It's worth a shot at any rate."

Tandy nodded before she said "Yeah, it is. Thank you so much for this information."

"No problem. Any friend of Carnage is a friend of mine."

"Speaking of friends…" Carnage said slowly.

Black Cat glanced over at him and Carnage just grinned as he asked "You willing to steal a shirt for Tyrone? The guy can't go running around with a blood covered shirt on."

Black Cat let out a mock gasp before she said "Carnage, did you invite me out for dinner just so that I would go out and steal a shirt for you."

"It's part of the reason." Carnage answered.

Black Cat just laughed before she said "If you promise to give me all of the dumplings I'll do it."

"Deal." Carnage said immediately. Black Cat got up and started walking to the edge of the roof and while she walked Carnage called out to her "Get some bandages too while you're at it!"

Black Cat just laughed and yelled out "Slave driver!"

"I love you too!" Carnage shouted back.

The girl's laugh was the only answer that he got back, and it could be heard as she rushed off to get the requested items. They watched her go until she disappeared and once she was gone Carnage looked back over at the teen friends.

"So things are looking up for you two now, huh?" Carnage said.

The two teens nodded before Tandy said "Thank you for the help."

"It's no problem." Carnage said.

"No, really thank you." Tyrone said. "It might not seem much to you, but you are the first person who has ever helped us out this much."

Tandy nodded as she said "You helped us with those thugs, you helped Tyrone out even when you had a knife at your neck, and you even got us food."

"It really means a lot to us." Tyrone said.

Carnage wrapped his arms around his leg as he said "Really, don't worry about it. I like helping people."

Carnage placed his head down on his knees as he asked "I was just wondering if we could be friends now."

The two teens gave Carnage confused looks and he quickly said "You don't have to be if you don't want to be I was just asking."

He was aware of the fact that he was started to ramble and Carnage sore he could hear a voice sigh and mumble in the back of his head.

_Smooth way to ask for friends._

Tandy lifted her hand up and Carnage quickly snapped his mouth close.

The girl smiled at him as she said "Calm down. We would like to be your friends."

"Great!" Carnage said. "Do you know about the Delta office building that's down the street?"

"The one with all of the gargoyles on it?" Tyrone asked.

"Yeah, that is the building that I'm talking about. Black Cat and I always meet at the building every Wednesday. If you ever need us, or if you just want to talk go there at night on Wednesday and we should be there."

Tyrone nodded before he said "I think we could meet up there every once in a while."

"Great, so onto other matters then." Carnage said.

Carnage smiled as he asked "So how are you guys going to try and find Taskmaster?"

As the two of them tossed out a couple of ideas on how they could find the elusive Taskmaster Carnage listened to them all while grinning like an idiot. He had more friends now, and that always made him feel happy. However, what Carnage didn't know at the time was the fact that his new friends would prove to be useful friends to have all so soon enough…

* * *

It started as a regular day, but then again all of Carnage's worst days seemed to start normally. It was early in the morning and Carnage was lazily hoping from one light post to another. Some people ignored him, other stared at him, some took pictures of him as he passed, and a few people even called out his name and waved at him.

The fact that no one was screaming at him anymore took a little getting used to, but he had to admit he liked it when people called out to him so that they could yell out hello or good morning. He stopped to rest on one light post and he couldn't help but grin and wave when a little girl spotted him and shyly waved at him. However, just when he stopped waving to the girl her eyes grew wide and she quickly pointed up to the sky while she tugged on her mother's skirt.

"Mommy, look at the Human Torch!"

Everyone in the area snapped their gazes over to where the girl was pointing, and when Carnage's eyes landed on this Human Torch guy his jaw dropped his shock. Flying around doing tricks in the air was a human figure that was actually on fire.

What. In. The. Hell.

The damn thing seemed to be eating up the attention that everyone was giving him, but right when Carnage was about to slink away the freaking thing spotted him. It floated down to his level, and upon getting closer Carnage could feel his claws pierce the metal that was underfoot.

The flaming figure was far enough away that his fire wasn't causing Carnage physical pain, but Carnage could feel the low buzzing of his danger sense start to go off while a worried voice started whispering frantically in his head.

**Get away from the fire. Get away from the fire. Get away from the fire. **

"Hey, you are Carnage right?" The Human Torch guy asked.

Carnage felt like screaming now. The damn thing knew his name.

Carnage narrowed his eyes and said "That is my name."

"Awesome, I was told to keep an eye out for you."

That did not sound good.

"Why do you need to keep an eye out for me?"

"Oh, well SHIELD wants to hel-" Flaming Torch started to say, but he quickly fell silent when Carnage let out a loud shriek.

Everyone flinched at the sound, and it was only when he stopped making the noise did the Human Torch say "Dude, next time turn down the volume on that screech of yours."

Carnage just ignored that in favor of yelling out "I don't want to die!"

"Dude, no one is going to kill you."

"SHIELD will! They tried to do it before!" Carnage yelled out.

"I'm sure they just made a mistake. If I bring you to them they will explain everything."

Carnage could started to panic at the thought of going anywhere near the man of fire.

"I don't go anywhere with guys made of fire!" Carnage yelled out. "I don't like fire!"

"I won't hurt you I promise." The guy tried to reassure him, but Carnage wasn't falling for it.

"No!" Carnage yelled out as he jumped to the ground.

He landed on all fours and upon landing on the ground Carnage crouched down real low and let out a low hissing noise. This thing was pretty much his weakness made into a living breathing nightmare, and said nightmare wanted to bring him to the guys who tried to kill him. Carnage wasn't going anywhere with this guy.

"OK, I'm really not appreciating the cat impersonation right now." The guy said as he started to get closer.

Carnage just backed up and yelled out hysterically "No fire! I didn't do anything wrong! No fire!"

"I'm not going to burn you! Just calm down!" The Human Torch yelled out.

"How about you leave him alone!" Someone from the gathering crowed yelled out.

Carnage was freaking out enough now that he could barely pay any attention to his surroundings, but he could see that the person who yelled at the Human Torch had been the mother with the little girl.

"I'm trying to help him!" The guy made of fire called out.

"It looks more like you are bullying him!" The little girl yelled back.

"I am not!" The guy of fire yelled out.

"Are too!" The girl yelled.

The crowed started to chatter to each other, and while Carnage was too panicked to figure out exactly who said what he could hear some people from the crowed yell at the Human Torch to leave him alone. The Human Torch was surprised by how irritated the crowed was getting at him, but he was also losing his patience with the whole thing.

"OK, I am not getting into an argument with a kid over this." Human Torch said as he turned to look back at Carnage.

"No fire!" Carnage screamed at him.

He briefly thought about using his tendrils to grab the guy and toss him into a car or something, but he didn't know if that would hurt him. Carnage couldn't punch the guy much less go near him so the best he could do was toss tendril spikes at him. The fact that he couldn't fight this guy normally served to freak Carnage out. He never had this problem before, and he honestly didn't know what to do. His heart was hammering away in his chest, and his panic was growing with every second he was forced to spend here in front of the man of fire.

The Human Torch looked like he was going to say something, but that got tossed out the window when his eyes snapped up to something behind Carnage. Carnage felt something wrap their arms around him, and he was able to look up just in time to see that a man wearing a black cloak had grabbed hold of him. He couldn't see his face, but Carnage could see glowing white eyes peering down at him from under the hood.

Without warning everything went dark which only served to freak him out more. Eventually the darkness went away just as quickly as it came and Carnage was barely able to register the fact that he was in an alleyway now, and not in a park. Carnage struggled in the grip of the guy who was holding him, and the man quickly let go before he could start clawing him.

"Carnage, you need to calm down!" A girl yelled out to him.

"How can I be calm when a guy made of fire is hunting for me!" He screeched out.

The girl didn't answer, but from the corner of his eyes he thought he saw a shining ball of light being shoved into him. The second the light made contact with Carnage he suddenly started to feel calm, and the hysteria that he had been feeling was now gone. Tyrone and Tandy were looking down at him and the girl smiled a bit when she saw that he was now calm.

Carnage just blinked a few times before he asked "What the heck did you do?"

"My powers can be used to calm people down." Tandy answered.

She motioned toward Tyrone and said "Tyrone can teleport people wherever he wants which is what he did to get you out of that situation."

"Imagine our surprise when we were just walking down the street and we happened to see you screaming bloody murder at one of the members of the Fantastic Four." Tyrone said. "We decided that we should probably pull you out of the fire before things got worse for you."

Carnage felt like asking who the Fantastic Four was, but he decided to save that question for latter. Instead he just wrapped his arms around his legs and asked "Where are we?"

"In an alleyway a couple streets down. We should be safe here, but I wouldn't go swinging around just yet." Tyrone said.

"I'll go out and see if the coast is clear later." Tandy said.

Carnage nodded before he said "That guy said he wanted to take me to SHIELD."

"Aren't those the guys who tried to kill you?" Tyrone asked.

Carnage just nodded and Tandy sighed before she said "I wonder what they want with you?"

"They probably want to stick him in a cage or perform experiments on him."

Carnage forgot how to breathe for a second upon hearing that and Tandy just glared at Tyrone.

"Tyrone, don't say that!" She scolded.

"What? It's probably true." Tyrone said.

"You suck at comforting people." Carnage grumbled.

Tandy just rolled her eyes before she asked "Is the SHIELD thing the reason why you freaked out so much?"

Carnage shook his head and said "It's part of the reason."

Carnage sighed before he said "I just don't like fire."

"Well, yeah most people don't like being hit with fire and tossing fire around is the Human Torch's specialty." Tyrone said.

As if the guy being made of fire wasn't horrifying enough the fact that he could toss around fire really wasn't helping in making Carnage feel better.

Carnage tried to shove the thought away as he said "It's not just that. Being near fire causes me pain."

"So if you stood next to a campfire you would actually feel pain?" Tandy asked.

Carnage just nodded and Tyrone just shook his head.

"That sucks. Making s'mores would probably be a nightmare." Tyrone said, and while he was being serious he was also probably trying to lighten the mood a little. Needless to say it didn't help.

Carnage just shrugged before he shook his head. "At any rate I have to thank you guys. I saved you from muggers and you return the favor by saving me from a guy made of fire."

"Saving each other seems to be the basses of our relationship so far." Tandy joked.

She sat down next to Carnage while Tyrone sat down on his other side.

"Seriously though helping each other is what friends do, right?" Tandy said.

"Yeah, it is." Carnage said.

As the three friends sat there in the alleyway in comfortable silence Carnage couldn't help but thank his lucky stars that he became friends with two people who could pull him out of a dangerous situation. However, while he was thanking his lucky stars for Tyrone and Tandy he was also hoping that he would never again run into his flying nightmare made of fire…

* * *

"The Human Torch harasses local hero Carnage!"

Fury felt like hammering his head against his desk while he listened to J. Jonah Jameson yell and curse out the hero who dared to scare 'poor friendly Carnage'. It just figures something like this would happen. To make matters worse it seems Carnage had made friends with some mysterious cloaked guy who could teleport.

Just where in the hell was Carnage finding these oddball friends of his anyway? You think it would be hard for a creature that had more teeth than the Osmond family to make friends, but evidently that wasn't the case. Coulson had been quietly watching the TV from his spot by Fury's desk, but after listening to Jameson rant and rave for about five minutes he finally decided to say something.

"So that went well." Coulson said sarcastically.

Fury just sighed as he placed his head into his hands.

"I need a freaking drink…"

* * *

**Info time:**

**The reference in the last chapter: Two cookies for dpsam for spotting the Supernatural reference first. A cookie to silverheartlugia2000 for spotting it as well. However, LtheWolf gets three cookies for pointing out that Sam and Dean were the Supernatural reference. Sam, Dean, Mary and Johan are all characters from Supernatural.**

**FEAST: In Marvel FEAST is a charity to help the homeless and underprivileged. It stands for Food, Emergency Aid, Shelter and Training. It is run by Martin Li, and surprisingly enough Martin actually has some connection to Cloak and Dagger. I'm not sure if I'll get him involved in the story or not though.**

**Laundr-o-Mat: I named it after the laundromat that is in the game Secret World.**

**Taskmaster Institute: It's a reference to the institute from the Marvel Heroes 2015 game. You actually do break into the school and fight Taskmaster in it. Seriously, if you ever get the time look up the Taskmaster Institute VHS from that game the video is good for a laugh. **

**Cloak and Dagger meet Carnage: So in this story Cloak and Dagger meet Carnage before they meet Taskmaster. I was watching the Cloak and Dagger episode one day and when Taskmaster was trying to urge them to not accept the invitation to SHIELD due to the fact that he was the one who offered them help, food, and shelter. They went with it, but that made me wonder what would happen if ol' Taskmaster wasn't the first or only guy to help them out. Since Carnage is the first guy to give help and ask for nothing but friendship in return that will affect their relationship with Taskmaster, but how it affects said relationship will only show in latter chapters. **

**Human Torch: Upon thinking about it I sort of came upon the thought that the Human Torch would probably be a living nightmare to Carnage. Guy can toss fire around, and when he activates his powers he is essentially a flying guy made of fire. That would be pretty horrifying to a guy whose weakness is fire.**

**Carnage and the public: I sort of want Carnage to be beloved by the public in this. Mostly, because it would separate him more from Spider-Man (Carnage is loved while Spider-Man is hated), and the irony of the situation is great (ol' J. Jonah Jameson is praising the guy he hates and doesn't even know it). However, upon thinking of it I also thought it made sense in a way for this to happen. In the cartoon (and the comics to an extent) J. Jonah Jameson holds some sway as to how the public views a hero. He's able to make people hate Spider-Man, so he most likely would also be able to sway people's opinions enough that they could view Carnage was an innocent hero just trying to help people while being picked on by the other heroes. As Carnage saves people that helps to reinforce the image while Jameson praises him for it. Sort of like a never ending cycle really. **

**Anyway, I'll try and get the next chapter out as soon as I can so please review and don't flame. **


	9. Ch 9: Lizard in the school

**I Am Carnage**

**Ch.9**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

In general Carnage liked the city that he was in, but he had to admit New York City had some odd stuff in it. Here in this city was a guy made of fire that could fly in the sky, a cat burglar who liked to play chase, a boy who could teleport, and a girl who could make glowing knives of light. Then there was the trigger happy SHIELD group that lurked in the darkness, and Carnage wasn't even getting into the subject of the weird costumed superheroes that had made it their mission to bring him down. Carnage also knew that he was just another oddity of the city.

He was a white eyed creature with a voice that sounded like two people talking at once. He was not exactly normal by any stretch of the imagination. Still, some people could argue that the city just had character. Others would argue that the whole place was strange. Honestly, Carnage didn't really know what to think of the place and he didn't think he could judge it much considering that fact that he added to the strangeness of the place.

What he could say was that life in this city was interesting, and you couldn't go one week in this town without seeing something that was uniquely different. However, it was a tossup as to if the strange situations that Carnage got himself stuck in would be good or bad. Sometimes he got a friend out of the situation and sometimes he had to run from flying nightmares made of fire.

Something told Carnage that tonight would be one of those nights where seeing something strange wasn't going to be a good thing. It was raining hard tonight. Thunder was booming, lightning was flashing, and fast and furious downpour was anything but nice.

"Today will be nice and sunny says the weather lady." Carnage grumbled. "That weather lady lied to me."

The sudden downpour had been unexpected and unwanted. It was late although Carnage had no idea what the exact time was. He got to see the actual time very rarely so his time telling skills didn't get much more complex than its morning, its evening, or its night. At any rate it was night now and Carnage was in a sour mood.

He had fully intended to stay out longer and save civilians and rescue cats from trees or whatever, and then the rain came and ruined all of his plans. Truthfully, Carnage liked the rain most of the time. He liked watching the water droplets run down the glass of his windows, he liked hearing it fall from the sky, and listening to thunder rumble in the background on real stormy days was great to him.

However, being stuck out in the rain on a cold day was the worst. Fighting in the rain on a cold day in the middle of the night sucked. The cold chill of the weather and the rain chilled him right to the bone on those nights, and it took Carnage forever to get warm again when that happened. Carnage continued to grumble to himself as he swung home, but the second he started to pass by a school he came to a screeching halt.

The school itself wasn't all that interesting. It was a regular high school with a regular name. It was called Midtown High School or something like that. Honestly, Carnage really wasn't paying much attention to the nameplate that had been stuck onto the building. No, he was way too busy watching a giant green lizard wearing a pair of tattered pants break into the school. That is definitely not something that you would see every day.

As Carnage stands there on the roof and watches as the lizard tries to break in by using a window he wonders if he should stop him. At least Carnage was assuming it was a him at any rate. Then again it could have been a girl. It's not like Carnage knew how to tell the gender of giant mutant lizards that wear pants. Carnage wasn't really sure if he should bother stopping the lizard from doing whatever the hell it was doing. Honestly, who would still be working in the school this late at night? An answer didn't immediately spring to mind, but eventually the quiet 'must save everyone' voice murmured out a quiet answer.

_There could be a janitor in there or some teachers who stayed to work late…_

Carnage watched as the lizard guy finally pried the window open and slipped inside. Carnage stood there in silence for a few minutes before he finally sighed and ran a hand down his face. This was not something he really wanted to deal with while in a grumpy mood, but he was going to have to deal with it or else his conscience would never leave him alone. Carnage quickly web swung his way over to the school, but as he swung over to the building he had to admit that the battle happy part of himself was ecstatic about possibly getting to punch a mutant lizard in the face…

* * *

There was something slightly unsettling about schools at night. Harry found the silence a little unnerving. Luckily, he wasn't here alone. MJ was walking right beside him and her presence helped to make the place feel less creepy. They had just finished there science project that was due tomorrow, and they were both more than ready to go home and get some sleep.

MJ yawned and stretched as she said "I'm so glad that we are finally finished with our project."

Harry just nodded as he said "I know it feels like it took forever to finish it."

"Yeah, if Peter was here he…" MJ started to say, but she quickly cut herself off once she realized what she was saying.

The silence that fell over them was almost suffocating, but neither Harry nor MJ could bring themselves to break it. They were each lost in their thoughts about their lost friend. MJ was probably wondering where Peter was right now, and if he was safe. She was probably also wondering why the Green Goblin had kidnapped Peter in the first place. Harry had the answer to that question, but he was unsure of how to prove it or explain it. In a way Harry thought MJ was almost lucky in the fact that she didn't know that Peter had been turned into a symbiote creature.

Peter has been running around as a creature known as Carnage for about a month now, and he had been running around being some sort of superhero for a majority of that time. Harry knew it was a good thing that Peter hadn't just gone crazy and started attacking anything that moved, but his heroics scared the hell out of Harry. All it would take was one bad day for Peter to end up dead.

Maybe some mugger would get the drop on him and snap his neck, maybe he would end up trapped in a burning building while rescuing people, or maybe a superhero would go too far when fighting Peter and they would rip him in half. The news clip of White Tiger ripping into Peter had permanently embedded itself into Harry's mind, and he could say with full honesty that it had also made its way into his nightmares.

Every time Carnage was talked about on the news Harry would watch with wide eyes and pray that his friend was OK. So far other than the White Tiger incident it sounded like Peter had been able to get out of the dangerous situations without any damage and for that Harry was thankful. Still, even if Peter was fine Harry knew that Peter's last encounter with a superhero had been anything but pleasant.

The Flaming Torch's disastrous meeting with Carnage had been the talk of all the news channels, superhero news blogs, and gossip magazines. The Flaming Torch was being criticized for harassing Peter, and the people who jumped to Peter's defense were bring praised for defending him. People were chattering about the cloaked figure who had come and pulled Peter out of the situation, and while Harry was curious about that too there was something more dissevering of his attention.

That thing was all of the stuff that Peter had yelled out in a panic while trying to get away from the Flaming Torch. No one had been able to get a clear video of the encounter surprisingly enough, but the recordings that were taken from the blurry videos were almost as good. In the recordings people were shouting, the Flaming Torch was arguing with a child, and the natural noise of the city were very loud. However, over the shouting and noise of cars driving about in the distance Peter's hysterical yelling could be heard over it all.

_**I don't want to die! **_

That had been chilling all on its own, but Peter's shouted response to the Flaming Torch when the Fantastic Four member said SHIELD wouldn't hurt him scared Harry the most.

_**SHIELD will! They tried to do it before!**_

So that's how SHIELD wanted to play this, huh? They were all nice words and kind smiles to Harry, MJ, and Aunt May what with their promises that they would bring Peter back when really they were going to kill him. They were going to kill Peter and sweep the whole thing under the rug like it wasn't a big deal. Harry was never a big fan of SHIELD, but this took the cake.

As if worrying about Peter getting killed in combat while fighting now he had to worry about SHIELD killing him too. Harry sighed as he ran a hand through his hair. Honestly, he was way too tired to think about all of this right now. Thinking of Peter's situation was always emotionally draining. Harry shook his head and was about to ask MJ how she felt about getting a pizza to eat before going home, but he quickly shut his mouth when he heard a noise come from a window that was down the hall.

Both of the teens jumped when they heard the rattling of a window, and without even thinking they both reached out and quickly clasped their hands together. They clung to each other like they were waiting for the other to be taken away, and in a way they were. Peter's kidnapping had shaken them both rather deeply, and Harry was sure that they both feared that one day the other would be taken away too which just made the two friends rather clingy.

They stood there in that dark hall clinging to each other's hands while listening to the window rattle Harry was dimly aware that MJ was squeezing his hand so tight that she might leave a bruise. Finally the window was forced open and Harry quickly sucked in a breath as he listened to the window let out a screech of protest upon being opened. Harry wasn't sure what he was expecting to see crawl through the window, but what he did see shocked him to his very core. What crawled through the window was a creature with red skin covered in black patterns. He had claws, he had white fangs, and he had large white eyes that were directed right at him.

It was Peter.

It was Carnage.

It was his best friend trapped in a symbiote shell.

Upon getting through the window Carnage just stood there and stared at them with his wide white eyes while he coked his head slightly to the side like some sort of curious puppy. Unlike the last time Harry had seen Carnage he didn't feel any sort of calling from the symbiote.

Well, maybe saying it was a calling wasn't the best word for it, but Harry didn't know what else to call it. There was no pull from this symbiote. No connection that called out to him. As far as Harry could tell this was probably a brand new symbiote which meant that he couldn't just take it away like he did last time.

His genius bastard of a father that he still cared about for some damn reason probably made sure to work that bug out first thing when he remade Carnage. At any rate Harry's hope that he could take the symbiote away again died a quiet death there in the dark hallway of his school. He's unsure of what to say to Carnage, and MJ's silence is all the proof that he needs to know that MJ is also at a loss for words. Luckily for the both of them Carnage saves them the trouble of coming up with something to say.

Carnage frowns at them and asks them "Do you know that you have a giant mutant lizard in your school?"

Harry doesn't know if he should laugh or sigh upon hearing that. Even as Carnage leave it to Peter to say something really weird, and leave it to New York to have said weird thing actually sound plausible…

* * *

Carnage wasn't expecting to run into people right after he crawled into the building through the window. He wasn't expecting to run into any students, and he really wasn't expecting to run into people that he actually recognized yet that was what ended up happening to him. Standing there in the hall with him were a boy and a girl that he actually recognized. They were the boy and the girl in the news clip of the Peter kidnapping. Carnage got over his shock pretty quickly, and once he was over it he asked the teenagers if they knew about the giant lizard in the building.

Judging by the confused look that crossed the girl's face he was going to assume that they hadn't run across the scaly beast.

"A giant lizard?" The girl says in complete confusion.

"Yeah, a giant mutant lizard that wears pants." Carnage said with a nod of his head.

The confused look never leaves the girl's face, and Carnage couldn't help but wonder if it was because of the lizard conversation or the fact that she was having said conversation with Carnage. Honestly, at this point the confusion could be because of both things. The boy seemed to be taking this whole thing in a bit better than the girl. He seemed to get over his surprise about the lizard thing pretty quickly.

Considering the fact that the boy actually saw his friend get kidnapped by a goblin creature it was possible that he was used to situations like this. Then again so had the girl, but that could have just meant that the boy ended up in odd situations more often than her.

Carnage was snapped out of his thoughts when he heard the girl ask "Why would a giant lizard come to our school?"

Carnage shrugged before he said "I don't know, but I'm going to find out."

Carnage glances over the boy and asks "Are you the only ones still in the school?"

The boy seems a little surprised that Carnage is even talking to him, but after a brief moment of hesitation the boy shrugged.

"The janitor should still be around, but other than him we should be the only ones here." The boy said.

"Do you know where the janitor would be right now?" Carnage asked.

"He should be in the front office." The girl said.

"Key word being should." The boy muttered.

Carnage just looked at the boy in confusion before he looked over at the girl for the explanation.

"Our regular janitor Stan usually stays after school to clean up, but couldn't come in today. I think he's sick or something." She explained. "Anyway, one of the other janitors had to take over his duties for the night."

"OK, so what's wrong with the other guy?"

"Janitor Cruller is a lot slower than Stan when it comes to cleaning the school so he might not be done cleaning out the classrooms yet." The girl answered.

Carnage sighed and was about to ask her if there was a way they could contact the janitor, but before he could so much as make a sound the loud crashing sound of glass being broken could be heard coming from a nearby classroom. The boy about jumped out of his skin upon hearing that, and the girl tensed up and looked like a deer caught in the headlights.

"Go find that janitor." Carnage hissed out.

The girl hesitated before she nodded and raced off down the hall. The boy watched her and he looked like he was more than ready to go racing off into the sunset, but for whatever reason he wasn't moving. Carnage was about to ask the teen why he wasn't running for the hills, but the teen beat him to the punch.

"Pet…" The boy started saying the name that Carnage started to really hate, but the boy quickly cut himself off when he saw Carnage tense up and let out a quiet hiss.

Carnage must have looked like he just wanted to curl up in a corner and hiss at anything that got close. In a way he sort of did want to do that. Carnage hated that name, and cursed his luck that people had a habit of sticking the name to him sometimes. He would probably curse Peter for being taken by the guy who owned the lab where Carnage woke up, but Carnage figured the boy hadn't been too happy about the kidnapping thing either.

The sound of claws scrapping against a hard floor and heavily things being thrown about snapped both of them out of their thoughts. His senses were not going off, but Carnage looked behind him to make sure that the giant lizard hadn't left the classroom that he had walked into. From the looks and sounds of things it seemed like the creature was still in the classroom and he hadn't noticed that anyone was around.

"Carnage…" The boy called out softly.

Carnage snapped his gaze back over to the teenager.

"After this is over can you meet me in front of the school? I'll be waiting out there for you."

A lot of questions rushed to Carnage's mind upon hearing that, and of course one of them was Carnage just wondering if he would be safe out there with a giant lizard running around.

However, instead of asking any of the large amount of questions that were floating around in his head Carnage just asked "Why?"

"I want to ask you some questions. I need answers, and right now you are the only one who can give them."

"Does this have anything to do with Peter?"

"Somewhat." The boy said with a week smile.

Carnage got the feeling that there was more to this then what the boy was saying. Truthfully, Carnage didn't want to talk about Peter and he wanted to tell this kid that. Yet, the boy was looking at him so hopefully that Carnage couldn't quiet bring himself to tell the boy that the conversation wasn't going to happen.

"Alright, we can talk after this whole fiasco is over with."

The boy brightened up a tiny bit upon hearing that, but before he could say a word the red haired girl came rushing back up to them.

"Harry what are you doing?" The girl hissed out.

The now named Harry opened his mouth to respond but he quickly snapped it close when the girl grabbed his hand and started dragging him down the hall.

"Save it. Let Carnage handle the overgrown lizard while we take care of the janitor mission."

They quickly disappeared around the corner and Carnage couldn't help but smile just a bit. Carnage sort of liked that girl she seemed spunky. Carnage shook his head before he slowly moved over to the room where the giant lizard was. Carnage looked into the room only to see that it was a computer lab. The lizard had ripped a computer tower apart and he seemed to be looking for something in the machine. Lying on the floor next to him was some big control panel looking thing filled to the brim with technological bits. From the looks of it the lizard seemed to be gathering technology for something, but heck if Carnage could tell what.

'_Maybe he's trying to build something?_' Carnage thought.

Of course the question of just what he would build was left unanswered in his head. Just what the heck would a giant lizard make anyway? Carnage didn't know, and honestly he didn't have time to dwell on it.

Instead Carnage just smirked as he said "You know if you want to steal electrical equipment I don't think a school is the best place to go to do it."

The lizard quickly snapped his head up from the computer tower and looked at Carnage. Carnage just waved at him in greeting while the lizard just narrowed his eyes. Without making a sound the lizard quickly grabbed a table that a bunch of computer monitors were sitting on and yanked it toward him.

The monitors crashed to the ground and Carnage couldn't help but wince at the thought of how much it would cost to replace all those computers. The green lizard chucked the table at him and Carnage calmly stepped to the side to avoid being hit by it. The table crashed into the nearby lockers and it broke on impact.

Carnage poked his head back into room and said "That's a rude thing to do to someone who was just offering you some advice."

The lizard responded to that by launching himself at Carnage. Carnage didn't even get a chance to blink before he felt the lizard slam him against the wall. Carnage winced a little upon having his head bang against the brick wall, but he shrugged the injury off and allowed some spikes to come out from his skin. The lizard let out a loud shout of pain as he quickly let go of Carnage and stumbled back a few steps. The scaly creature wrapped his uninjured right hand around his now bleeding left one and glared at Carnage.

Carnage started to grin as he said "I'm sorry have you not been told that I can get rather prickly when I'm backed into a corner?"

The lizard let out an annoyed growl before he started to pick up the large shattered pieces of the broken table and started to fling them at Carnage. Carnage flung some spikes at the broken pieces and watched as the wood shattered into smaller pieces upon impact. Carnage quickly flung himself at the lizard and raked his claws down the creatures face.

The pained howl that came out of the lizard was loud enough that Carnage thought it could be heard throughout the whole school. The lizard had five large slash marks across his face, and Carnage couldn't help but wonder if they would leave scars. The lizard quickly launched itself at Carnage with is claws out and ready. Carnage quickly reached out and grabbed the lizard's wrists.

"You know if you wanted a hug you could just ask for one." Carnage said with a grin. "Although, I have been told by most bad guys that being hugged by me is like hugging a vicious porcupine so you might not want that hug."

"Do you never stop your instant prattling?" The lizard hissed out.

Carnage was actually pretty surprised to hear the lizard say anything. Until now he only hissed and growled so Carnage was sort of convinced that the lizard couldn't speak at all. Carnage got over his shock pretty quickly.

"So the beast speaks!" Carnage said with a smile.

"That is a strange thing to say to me considering the fact that you are also a beast." The lizard said.

"Hey, I wear my creature statues with pride." Carnage said.

Carnage could feel the lizard try to force him down to the ground, but Carnage wasn't giving an inch. The lizard was strong, but Carnage was also strong. The lizard was trying to force him down, but Carnage was standing strong and refusing to fall. As they tried to wrestle each other down to the floor Carnage couldn't help but admit that he was actually enjoying this.

This overgrown lizard was actually proving to be a fun and challenging fight. While beating up muggers was fun they were never a challenge. The costumed friends could be challenging, but their instance in calling him Peter was both sad and annoying. That sort of sucked the fun out of those fights, and the fact that they wanted to take him to some mysterious group that wanted to kill him just made it worse.

However, this was different. It was challenging, the possibility of SHIELD coming in to help the lizard out was probably low, and he didn't have to hold back as much with this guy like he did with the regular crooks. On the inside a part of him was giggling with glee at the fact that he was actually fighting someone who can be a fun challenging fight.

Carnage figured he was grinning like a maniac right now, but he didn't care. Instead he just used two tendrils to grab the lizard by his ankles and yanked him off his feet. The second the reptile hit the ground Carnage was on top of him and using his tendrils to hold his hands and feet down to the ground. The lizard struggled to try and free himself and while it was hard Carnage was able to keep his grip on him.

Carnage quickly stabbed his claws into the lizard's shoulder and upon hearing the grunt of pain Carnage asked "So what name do you go by?"

"The Lizard." The now named Lizard hissed out.

The giant reptile tried to bite Carnage in the arm, but Carnage just raked his claws down the creature's chest both to get his arm out of the way and to punish the creature for trying to take a chunk out of his arm.

"You call yourself the Lizard? Talk about unoriginal."

"I suppose your name is better?" The Lizard growled out as he thrashed around in Carnage's grip.

Carnage just lifted his clawed hand up from the Lizard's chest and looked down at the damage that he had did to the Lizard.

"I'm rather found of the name Carnage."

The Lizard snorted before he said "If fits a creature like you."

"Hey, I'm not supposed to be your friendly neighborhood Carnage."

"You get that from Spider-Man?"

"I have not had the pleasure of meeting that guy yet." Carnage said as he smiled.

"Too bad you would probably like him since your both annoying idiots who talk too much." The Lizard said.

Carnage's smile never dropped as he asked "You know I wonder how much webbing it would take to keep your mouth closed for a couple of hours? Care to find out?"

The Lizard glared at him, but the glare was quickly replaced by a look of surprise when the lights started to flicker. Carnage looked up at the lights in confusion and as he watched the lights flicker he could hear thunder booming outside. A bright flash of lightning quickly followed the booming of thunder, and the second the lightning flashed was the second that the lights finally went off for good. The Lizard quickly took advantage of Carnage being distracted and flung the white eyed creature off of him. Carnage slammed into the lockers and it knocked the wind out of him.

The Lizard quickly scrambled to pick up all of the electrical equipment that he had gathered up at the school. Carnage flung some tendrils at the Lizard to try and either grab him or trip him, but the reptile was able to doge the tendrils.

As the reptile raced down the hall Carnage shouted out "Don't run now the fight was just getting fun!"

The Lizard ignored Carnage as he turned a corner and disappeared from sight. Carnage cursed under his breath before he quickly started running after the creature. The Lizard had taken off down the same hallway that those two kids had gone down. Carnage was hoping that the teens would already be out of the building, but knowing his luck they were probably still wandering around somewhere inside the school. Carnage just sighed and hoped that he got to the Lizard before the Lizard got to the kids…

* * *

"Oh, you have got to be kidding me."

The frustration in MJ's voice could be heard clear as day. Harry could totally understand her frustration. They had just gotten to the office and the second MJ put her hand on the doorknob the electricity went out. The whole time they were walking they could hear crashing sounds in the distance. Sometimes they would hear loud roars and pained cries as well. Harry just hoped that those pained cries weren't coming from Peter. MJ grumbled something under her breath before she sighed.

"Well, there goes my idea of using the intercom." The red haired girl said. "Think we could call him on the walkie talkies?"

"Does he even have that with him? I mean he's the only one here, and there is no point in keeping it on hand if he's the only employee in the building." Harry said.

MJ was quiet for a moment before she sighed again and leaned her head against the door.

"Phone number?" MJ suggested weakly.

"That would work if we actually knew his number."

MJ grumbled something under her breath again as she glared at the door like it was its fault that they were officially out of ideas as to what they should do. Harry tried to come up with an idea, but all of his thoughts faded away when he heard what sounded like claws clicking against a hard floor.

MJ lifted her head up from its place against the door and asked "Do you hear that?"

"It sounds like it's coming toward us." Harry said nervously.

The boy slowly edged his way over to MJ, and once he was within reach the girl quickly grabbed his wrist. The giant lizard appeared before the two teens could even think about running. Upon reaching them the lizard ripped Harry away from MJ, and the overgrown reptile kept a tight grip on the boy. MJ had been tossed to the ground, and while she got a little banged up she was OK. Harry is mentally freaking out at the fact that the giant creature has him in a chokehold.

While he was freaking out about this a small part of him wasn't at all surprised that he ended up in a situation like this. He seemed to be getting into a habit of having weird things happen to him. A few seconds after the lizard grabbed him Carnage came racing into the area. Upon seeing the Lizard and Harry Carnage froze and stared at them both as a frown started to make its way onto his face.

The Lizard smirked as well as a lizard could and said "What? No smart remarks this time?"

Carnage let out a low hissing noise that Harry couldn't help but think it made him sound like an angry snake. Harry winced a little when the Lizard jerked him back a little. He could feel the Lizard slowly dragging him toward the front doors.

"Let him go." Carnage ordered.

He sounded eerily calm as he said that. He didn't sound angry or panicked or anything like that. It was totally calm, and Harry sort of found it a bit unsettling.

"I won't let him go." The Lizard said as he tightened his grip on Harry.

Harry could barely breathe now. He let out a small choked cry as he tried to wiggle himself out of the overgrown reptile's grip. Of course he wasn't going anywhere since the creature was way stronger than him, but that didn't stop Harry from trying to escape. He could see Carnage opening and closing his hands over and over again. He looked like he wanted to dig his claws into something.

The Lizard was still edging himself toward the door, but he stopped for a second when Carnage once again said "Let him go."

Carnage still sounded incredibly calm, but he looked like he was ready to pounce any second now. "I'm not letting him go he-"

The Lizard never got the chance to finish his sentence.

Harry barely got the chance to realize that he could breathe before MJ pulled him over to her. He heard electrical equipment crashing into the floor while something heavy fell to the ground. Harry turned around just in time to see that Carnage had his hands wrapped around the Lizard's throat. The Lizard was gasping for breath and tearing his claws into Carnage's arms.

Carnage either didn't notice what the Lizard was doing or he didn't care because he wasn't stopping or making any moves to stop the Lizard from clawing into his arms. While the Lizard gasped and struggled in Carnage's grip Carnage stared down at him with his teeth gritted together in anger. He wasn't making a sound though and as he watched Harry had to wonder one thing.

'_Is he going to kill him?'_

The thought ratted around in his head and it was quickly followed by another thought.

'_Should I stop him?'_

The answer to that question didn't take long to form. The Lizard hadn't cared about strangling Harry, and if Harry was being truly honest with himself he could say that he didn't care about what happened to the Lizard. However, Peter would care and if he was ever separated from his symbiote he would probably be horrified at the thought that he strangled someone even if that someone was an overgrown reptile. The fact that Peter would care was enough for Harry.

"Carnage!" Harry called out.

Carnage didn't even react to his call. Harry slowly stood up and started to slowly make his way over to Carnage.

"Harry…" MJ called out softly.

Harry didn't stop moving until he was standing right behind Carnage. He slowly placed his hand on Carnage's shoulder and the second his hand made contact with Carnage's skin the creature quickly whipped his head around to stare at Harry. Harry didn't flinch as wide white eyes stared up at him.

"I'm OK now. You can stop." Harry said.

Carnage just stared at him for a couple of seconds before he finally released his grip on the Lizard's throat and allowed his bloody arms to fall to his side. The second Carnage was no longer strangling the life out of him was the second the Lizard scrambled out from under Carnage. The Lizard gathered up a few of the electrical items that he had dropped, but he didn't bother to grab everything.

He just grabbed what was nearby and then shot out the front door like a bat out of hell. Carnage let out an angry screech upon seeing the Lizard race out of the building. He looked like he was about to follow too, but Harry took a chance and tried to talk him down.

"Let him go you're in no condition to go chasing him now."

"I don't like letting bad guys go." Carnage grumbled.

"I'm sure you'll find him again sooner or later." Harry assured him.

Carnage sighed, but made no moves to go racing off after the giant lizard. Harry glanced over at MJ only to see that the girl was now standing and looking like she was unsure of what she should do.

"Can you get a first aid kit or something from the nurse's office?" Harry asked.

MJ nodded before she quickly raced off to get a first aid kit. "You don't have to help me. I'll heal on my own just fine." Carnage mumbled once MJ left. Harry glanced down at Carnage's arms and he could see that the wounds were slowly closing up, but they were moving way too slowly for Harry's comfort. Granted they were healing faster than humanly possible, but it was still too slow to Harry.

"It's not going to take long for me to wrap up your arms." Harry argued.

Carnage glanced down at his bleeding arms and said "I could use my webbing to wrap it up."

Just then MJ appeared with a first aid kit in hand. "Look MJ is already here with the kit so we might as well use it."

"You sure it's OK?" Carnage asked.

"It's fine think of it as my way of thanking you for stopping the giant reptile from kidnapping me." Harry said as he smiled.

Carnage gave him a small smile in return before he let out a mumbled OK. Happy that Carnage was finally accepting help Harry took the kit from MJ and started to look around in it for bandages.

"We should probably call the cops." MJ said.

"Lizard is probably long gone by now." Harry said as he pulled some bandages out of the kit.

"I know, but they will probably still want to investigate or whatever." MJ said.

"SHIELD would probably pick up on it and come to investigate." Harry pointed out.

Carnage tensed up slightly upon hearing that and quickly said "I don't want to be here if SHIELD is coming here."

Harry sighed before looked over at MJ. "I'll take Carnage out of the school and take him somewhere safe while you call the cops."

MJ nodded as she pulled her phone out.

"Can you get home on your own OK?" Harry asked.

MJ nodded before she said "I'll call you when I get home."

Harry gave her a quick small smile before he turned his attention back to Carnage. He gently pulled the creature to his feet and once Carnage was standing Harry started dragging him toward the door. The second that they are out the door Carnage takes control and before Harry knows it he's being pulled down the road and he has to run just to keep up.

Harry lost count of how many twist and turns they took. By the time they finally stopped running Carnage had pulled him into an alleyway that had to be at least four or five streets away from the school. The alleyway was filthy and the small caused Harry to frown. Carnage just gave him a nervous almost apologetic smiles he held his arms out toward Harry. Harry ripped the bandage package open and tossed the package into a nearby trashcan before he started wrapping up Carnage's left arm. It was quiet for a moment before Carnage finally broke the silence.

"You wanted to ask me questions, right?"

Harry paused what he was doing to look up at Carnage's face. Carnage was looking down at the ground and wouldn't look at Harry's face.

"I'm not Peter." Carnage said suddenly.

He sounded a touch hysterical when he said it, and Harry got the impression that if he said the wrong thing that Carnage would bolt.

"I know you're not Peter." Harry said quietly, and he supposed that in a messed up sort of way that was sort of true. Upon hearing Harry's words Carnage started to relax.

"Good I hate it when people call me Peter." Carnage said softly.

'_I can tell.'_ Harry thought.

Harry was quiet for a moment before he finally asked "What do you know about Peter?"

Carnage tilted his head slightly to the side before he said "He's your friend, right? The Goblin kidnapped him."

"He is my best friend, and your right the Goblin did kidnap him." Harry murmured.

Carnage frowned a little before he said "I'm sorry, but I never saw your friend at the Goblin's lab. I don't know if he was there or if he is still alive."

Harry shook his head and said "It's fine you don't have to apologize because you did nothing wrong."

Harry frowned as he thought '_The only person who did wrong here is dad.'_

Harry shook the thought away as he finished wrapping up Carnage's left arm and started bandaging up his right arm.

"What do you remember about the lab?"

"I remember waking up in the lab and being chained down. I broke my restraints and saw that the Goblin was arguing with a bunch superheroes."

"Superheroes?"

"White Tiger, Power Man, Iron Fist, and Nova." Carnage clarified.

Harry nodded to show that he understood and Carnage continued his story.

"The Goblin ordered me to attack them, but I didn't so he shocked me. I attacked him, and then I ran. When I got outside SHIELD started shooting at me so I escaped into the city." Carnage shrugged before he said "That's all that happened."

The white eyed creature smiled a little as he said "That is my very first memory in a sense."

"It's not a very good one." Harry commented.

Carnage shrugged yet again before he said "It's not, but I made some friends who helped me get some good memories to make up for it."

Harry wanted to know who these friends of Carnage were, but instead of asking about them Harry decided that he would do something else instead. Harry just hoped that Carnage wouldn't reject him for asking this.

"Well, how would you like to add another friend to your list?"

Carnage stared at him with wide eyes and asked "Are you saying you want to be my friend?"

Harry shrugged before he said "Why not? You saved me from being kidnapped by a lizard, you answered my questions, and I know you're not a bad guy."

Carnage was grinning now, and Harry couldn't help but think that he looked like a giddy child.

"We can be friends." Carnage said quickly. "Should we set up a day during the week were we can meet up and talk? Would Saturday work? I can't do Wednesday because I meet Black Cat then, and Thursday is the day that I hang out with Tandy and Tyrone."

As Carnage chattered on about his strange friends Harry just smiled slightly as he continued to bandage Carnage up. Harry couldn't get rid of the symbiote and he had no real solid proof that he could show Carnage to convince him that he really was Peter. Things weren't even close to being good, and Harry would never be completely happy until he found a way to separate Peter from the symbiote. Still, at least now Harry would have regular contact with Peter and Harry would do whatever it took to make sure that SHIELD would never get their hands on his best friend….

* * *

**Info time!**

**Lizard in the school: So I figured it was about time that I actually have Carnage go up against something more threatening than a mugger, and who better for this job then the Lizard? The Lizard is the first super villain that Carnage fights, and I'll probably have then fight each other some more as the story goes on.**

**On another note this was pretty much a 'what would happen if Carnage went through the events of the 'Stan by Me' episode' thing. I'll probably have Carnage go through a few of the events that happen in the actual episodes. Should be interesting to see how Carnage and his friends deal with problems that pop up when compared to Spider-Man and his team. **

**Harry: So I'm adding Harry to Carnage's list of friends. Harry will probably meet the rest of Carnage's friends sooner or later**. **He'll most likely end up forming his own bonds with Carnage's other friends too, but it will be awhile before that happens.**

**Anyway, I'll try and get the next chapter up as soon as I can so please review and don't flame. **


	10. Chapter 10: An Axe To Grind

**I Am Carnage**

**Ch.10**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"So what are you trying to do?"

Tyrone's voice echoed throughout the empty warehouse and snapped Carnage out of his thoughts. He looked away from the targeting dummies that lined the wall of the building to look over at the teenager. Tyrone was sitting on a nearby empty create staring at him. Tandy was digging through a create looking for something to swipe. Lounging on a couple of boxes away from her was Black Cat.

The thief was flipping through a magazine that talked about museums, their priceless pieces, and the history that was attached to the artifacts. Black Cat had called it a shopping catalog, and the fact that she had been gushing over a small cat statue covered in gold from Egypt made Carnage think that she was going to be stealing it soon. Tandy let out a loud sigh as she held up a pot of white stuff.

"Why are there so many freaking jars of paste in this place?"

Black Cat just turned a page of her magazine and said "This place used to belong to Frightful Four once upon a time ago. I guess they left behind a lot of the Trapster's junk when they abandoned it."

"Didn't that guy used to go by the name of Paste Pot Pete?" Tyrone asked.

"He did back in his early days, but he changed it after people kept picking on him for it." Black Cat said.

The girl smiled slightly as she said "It's a good thing too. Can you honestly see yourself trembling in fear from hearing the name Paste Pot Pete?"

"Worst super villain name ever." Tandy said as she set the jar to the side and continued to dig through the box.

Tyrone shook his head before he asked once again "So Carnage what are you trying to do?"

"I'm trying to figure out my powers." Carnage said as he returned his gaze back to the dummies. "I really want to have a good handle on them that way I can be ready next time I go up against someone like the Lizard."

Carnage tilted his head slightly to the side as he created a tendril and stared at it.

"I got a good grasp of my powers, but I really want to see what else I can do by experimenting with my powers for a bit."

"And do what exactly?" Tyrone asked.

"Well, I can make spikes, but I wonder if I can make other weapons that I can fling at people."

"Like what sort of weapons?" Tyrone asked.

"I don't know." Carnage confessed. "I haven't thought of anything yet."

"Swords and knives probably wouldn't work for you." Tandy said as she pried another box open.

"He could make shields and start flinging them around like Captain America." Black Cat joked with a slight smile.

"Who is Captain America?" Carnage said.

"A really patriotic looking superhero who uses a shield as a weapon." Tandy said. "He's the leader of the Avengers."

"Avengers…?" Carnage said slowly.

"Remind me to sit you down in front of an Avengers documentary one of these days." Black Cat said as she flicked through another page of her magazine.

"They are a superhero group." Tyrone says with a slight smile.

"Like those weird guys who keep attacking me?" Carnage asked with a frown.

"Yeah, like them." Black Cat said. "In fact you should probably avoid the Avengers. They work with SHIELD."

"Just like your weird superhero group." Tyrone added.

"They aren't mine." Carnage grumbled.

"No, they belong to Spider-Man." Black Cat said without looking up from her magazine.

"Although now that we are speaking of them I have to wonder if they even have a superhero group name." Tandy said.

"I don't think they do. What would they even call themselves anyway?" Black Cat asked.

"Spider-Man and his amazing friends?" Tandy suggested.

"I think that's just as bad as the Paste Pot Pete name." Tyrone deadpanned.

"Hey, I never said I was good at coming up with names. You were always good with names." Tandy said with some slight annoyance. "You were the one who first suggested the Cloak and Dagger names to me."

Tyrone just rolled his eyes and promptly decided to ignore the name conversation in favor of looking back over at Carnage.

"So weapon ideas?" Tyrone asked.

Tandy grumbled something about it being rude to just drop out of the conversation like that while Carnage just shrugged. He honestly couldn't come up with anything good.

"What about an axe?" Black Cat suggested.

"An axe?" Carnage said in confusion. "

Sure, I don't see why it can't work." Black Cat said as she held her magazine out toward Carnage.

"Could you make any of these axes?" She asked as Carnage approached her.

The axes in the magazine were all weapons and tools from various time periods and places. Some were big, some were small, and some were double bladed. A few of the axes were decorated with designs crafted into the very metal of the weapons while others were as simple as they could possibility get. However, for the most part the blades of all of the axes were the same or at least similar in design.

As Carnage studied the pictures in the magazine he slowly said "I think I could make an axe like the ones in this magazine."

"Well, why don't you try it then? If you can't make it or if it doesn't work out like how you want you can at least say that you gave it a shot." Tandy said.

Carnage nodded before he walked back over to the training dummy. Once he was standing in front of the wooden figure Carnage took a deep breath and tried to form in axe with his tendrils. It was a bit harder to do then just making a spike. Spikes were easy to make. For the most part they weren't any different from a normal tendril. You just had to make the end a nice sharp spike and that was pretty much the end of it.

You needed to do quite a bit more to make an axe shape. It took a bit of focus and time, but eventually Carnage was able to create the axe. It was quite a bit larger than what a spike would be, but double bladed axe that he crated looked just as sharp. Carnage stared at his creation for a few seconds before he flung it at the dummy. The axe went flying through the air, but it shifted a bit off of the path that Carnage had wanted it to follow. Still, the loud thwack sound that echoed through the warehouse when the axe slammed into the dummy's head was the most satisfying thing that he had ever heard.

He walked over to the dummy and attempted to pull the axe out of the dummy's head. However, the axe was firmly lodged into the wood and it would take quiet of bit of Carnage's strength to pull it out. Carnage decided to leave it where it was and instead decided to study the weapon that he had created. It hadn't hit quiet at where he was aiming, but a little bit of practice would fix his axe throwing skills. Some practice would probably help him learn how to get less deadly results too. Carnage started to grin as he looked over at Black Cat.

"Cat, you're a genius. Thanks to you I think I just found my new weapon."

"I'm happy to help." Black Cat said.

"Good for cleaving people's heads." Tyrone said.

"Yeah, I'm going to have to practice so I won't have as deadly results." Carnage said as he looked back at the dummy.

"Yeah, good luck with that." Tyrone said obviously not believing that there could be less deadly results. As Carnage watched the axe shatter he frowned as he examined the damage to the dummy. Without the axe in the way it was easy to see that the weapon had almost completely cleaved the dummy's head in half. He had been confidant a few seconds ago, but now that he was getting second thoughts.

Learning how to use this weapon of his would probably not be easy. Still, he didn't want to go back to the drawing board and the thought of giving up his new weapon made him hiss quietly in displeasure. As Black Cat returned her attention back to her magazine and Tandy groaned upon finding yet another jar of paste Carnage quickly created a few more axes. Carnage was going to figure out how to master this new skill of his if it was the last thing that he did, and once he had it mastered he couldn't wait to test it out the next time he saw some giant creature like the lizard…

* * *

'_Come on where are the giant mutant animals when you need them?'_

Carnage looked every bit like the frustrated man that he was as this lone thought of his bounced through his head. His claws clicked loudly against the stone head of the gargoyle that he was perched on as he glared down at the busy city street. It had been about three days since he discovered his axe powers and after practicing so much with them he was more than ready to test them out.

Unfortunately, he had yet to find any big bad guy to really try the skill out on. He hadn't seen the Lizard since the incident in the school, and he was pretty sure that he would only find him through blind luck or by having the Lizard seek him out himself. That would be OK if it wasn't for the fact that other than the Lizard Carnage didn't know who else to test the axes out on.

The muggers that he tangled with regularly could not be used to test out his new weapon. They were never hard to bring down so extra tricks were not needed, and honestly if he used the axes he would probably just end up killing them. Unfortunately (or fortunately depending on how you looked at it), the Lizard was the only real big bad guy that he had ever gone up against.

He supposed the superheroes that he occasionally ran into could take the axes, but he had no desire or need to go up against them. He only fought them to defend himself, and that was it. He wasn't going to run over to the guys who wanted to give him over to SHEILD just so he could test out a new technique. He wasn't stupid, and he wasn't suicidal. Carnage sighed as he looked down at the gargoyle that was underfoot.

"This city is seriously lacking in overgrown mutant killer animals." He told the statue.

Of course the statue didn't answer him not that he was exactly looking for an answer. He was talking just to vent and hear himself talk really. Carnage sighed as he continued to click his claws down on the stone statue's head. This whole searching thing was proving to be boring and fruitless. He was so bored that he was almost tempted to name all of the gargoyles that were attached to the building that he was sitting at just to pass the time. He was already toying with the idea of calling the gargoyle that he was sitting on Bruce. Carnage sighed again as he crossed his arms.

Honestly, he should just give up and go find some muggers to punch. Punching muggers was always fun. He stood up and was about to swing away, but before he could even make a single web the sound of an explosion stopped him in his tracks. He quickly looked over at where the noise had come from only to see smoke coming from a building. He could hear people screaming, and the sound of police sirens could be heard in the distance. Carnage stared at the smoke for a few seconds as he surpassed a shudder. He really hoped he wouldn't be going near fire today.

He gives the gargoyle that he is standing on a farewell pat on the wings before he says "Wish me luck."

He launches a web line at a nearby building and starts to swing his way over to where all the noise and smoke is coming from. When Carnage reached his destination parked himself on the roof of the building that was across from the smoking building and looked down at the chaos. The police were already there and they had the place surrounded. They all had their guns drawn out and pointed at a lone figure.

It wasn't anyone that Carnage had seen before. It looked like a robot to be honest. A robot that was completely silver with some sort of symbol on it. Carnage thought it was a nuclear symbol or something like that. He honestly didn't know. What he did notice was the man that the robot thing was holding. The man looked absolutely terrified, and he looked like he would rather be anywhere but there.

He was an older looking gentleman with graying hair and slightly wrinkled skin. All in all he looked like a man who had been at the wrong place at the wrong time. The smoking building looked to be some sort of diner or coffee house of some sort. He was leaning toward it being a coffee house since the sign over the door said it was called the Daily Grind, and that sounded like a coffee place sort of name to him. At any rate the building looked empty so Carnage decided it wasn't important and instead turned his attention back to the people gathered around on the street. Standing across from the robot man with a hostage was a very angry looking police woman. She had short blond hair, and she showed no fear as she glared at the robotic man.

"Ralph Roberts, let the man go." The woman ordered. "Now."

"Don't call me Ralph!" The man snapped. "I am Cobalt Man!"

His voice had the slightest hint of a robotic undertone to it, but it was most definitely human.

'_There's a human in there?'_ Carnage thought.

Cobalt Man took a step back from the woman and dragged the scared man along with him.

"Fine, Cobalt Man then! I don't care what you call yourself just let the man go!" The woman snapped.

"No, I need him!" Cobalt Man shouted. "He can help me beat Iron Man!"

The man's response to this was too quit for Carnage to hear, but Cobalt Man's response was loud enough to be heard by everyone.

"You can! You work for him!"

Again the man's response was too quit to hear, but whatever he said had no effect on Cobalt Man.

"You can help." He stated firmly.

The way he said that left no room for argument, and it almost seemed like that to him just saying those words made them true. Carnage was getting the sudden feeling that this guy was slightly unhinged. Without warning the armored man turned on some sort of flying apparatus that was on his suit as he steadily started to rise up into the air.

The police looked like they really wanted to start shooting, but they didn't most likely due to the fear that they could possibly end up hitting the hostage. Carnage briefly thought of using a web to try and pull the guy out of Cobalt Man's arms, but that thought was quickly abandon. All that would accomplish was getting the man hurt. He needed to have Cobalt Man let go of the guy for at least a few seconds so that he could swing in and grab him.

_'I wonder if an axe would work here?_' Carnage thought as he created an axe with one of his tendrils.

The guy was rising up into the air pretty slowly, and he had his back to him so he had a pretty good target. Granted, he had never hit a moving target before, but the guy was moving slower than molasses in January so it didn't seem like a big deal.

'_Worth a shot at any rate._' Carnage thought before he sent an axe flying toward Cobalt Man.

The sound of metal being hit was heard almost instantly, and Carnage could see a few sparks coming from the damaged part of the robotic suits pack. The flying apparatus started to sputter and short out, and that was enough to cause Cobalt Man to accidentally drop the guy that he was holding. Carnage launched himself off of the roof and toward the falling man.

Luckily, Carnage was able to grab him before he slammed into the ground. The second Carnage had the guy in his grip the man quickly wrapped his arms around Carnage's neck. His eyes were clenched shut and he was shivering slightly in fear. Carnage instantly felt bad for the guy. He was careful as he landed on the road and the second the man's feet touched the ground his eyes snapped open.

"You…" The man started to say before he fell silent.

Carnage just smiled and said "Hello, my name is Carnage and I will be your rescuer for today."

The lady cop rolled her eyes upon hearing that, but within a matter of seconds her eyes grew wide.

"Look out!" She shouted.

Unfortunately, her warning and Carnage's internal warning came a little too late. Once second Carnage was standing there and the next second he was being flung trough a glass window. Carnage winced as he slammed into a checkout counter. He was barely able given the time register the fact that he had been tossed into the smoking coffee house before something grabbed him by the throat and slammed him down onto the counter. The area was filled with smoke, but Carnage was able to make out the form of Cobalt Man glaring down at him.

"Why are you trying to stop me from beating Iron Man?" The guy hissed as he glared down at him.

Carnage's claws scraped uselessly against the metal that covered his hands as he croaked out "You have a bit of an Iron Man obsession."

Cobalt Man tightened his grip on Carnage's throat and Carnage instantly regretted saying that. He allowed his spikes to come out of his skin, but they harmlessly scrapped against the metal. They weren't quit sharp enough to puncture the metal. Cobalt Man had stilled for a moment when the spikes came out, but he continued his assault when he saw that they didn't damage him.

As the spikes slid back into his skin Cobalt Man punched him in the face. Carnage let out a choked hiss as he continued to try and get a grip on the man's armor. His claws continued to scrape against the metal unable to get a grip. However, that all changed when his hands found a grip in the deep slash that he left in the back of the armor. The metal let out a shriek of protest as it was slowly pulled off. Cobalt Man pulled back causing Carnage to lose his grip on the metal.

"What are you doing?!" The man shouted.

"Trying to open you up like the freaking tin can that you are! What do you think I'm doing?!" Carnage yelled out weakly.

His throat hurt enough that it sort of hurt to talk, but he couldn't worry about that now. The only way he was doing damage to this guy was by using an axe. If he could create deep enough cuts then he should be able to pry the armor off. He created a couple of axes and started swing away. The sound of his axes cutting into the metal was music to Carnage's ears. At first Cobalt Man seemed unsure of what to do, but without warning he grabbed one of his tendrils and yanked Carnage toward him.

Carnage had been surprised by this and hadn't been able to keep himself from being pulled forward. He was sucker punched in the face, and Carnage could admit without any hesitation that it had hurt like hell. He let out a loud shriek as he quickly yanked the tendril out of the man's hand.

"What's wrong? Can't take a little punch?" The man taunted.

Carnage didn't answer he just withdrew his tendrils and launched himself at the man. He made enough cuts in the armor he just needed to pull it off now. When Carnage slammed into him the man was thrown back a few steps. He tripped over the windowsill and they both went tumbling out the broken window and onto the sidewalk. Carnage's head smacked against the gray cement which caused him to winch, but he ignored the incoming headache in favor of digging his claws into one of the cuts that had been left in the armor and started to try and pull it open.

The metal started to bend open from the force while Cobalt man thrashed in his grip. They were in a pretty awkward angle, but the man was able to kick Carnage in the stomach. Carnage gasped at the hit before he let out an angry growl. He continued to pull at the metal that encased the man. Sometimes the metal would break off in his hands. Carnage would fling the broken pieces to the floor before he would continue to pry the man out of his metal suit. The guy thrashed and his grip and was able to land a few good hits on Carnage.

His jaw was aching, his stomach felt like it had been repeatedly hit by a truck, and it hurt to move his legs due to the fact that Cobalt Man had been kicking him there none stop. Still, Carnage didn't stop. He was sure that the suit that was giving the man the power to hit so hard, but Carnage didn't dedicate much brain power to that subject. He just concentrated on ripping the suit open. He could hear the police officers shouting around him, but he wasn't really hearing what they were saying. Eventually he was able to crack the suit open. Carnage didn't even take the time to relish the fact that he was finally able to crack the thing open.

Instead he just pulled the man out of the shattered armor and yelled out "I need some handcuffs here!"

The police instantly sprang into action. Carnage kept a tight grip on the man, but once about five cops had a grip on him he let go. He tried to stand up, but his legs hurt so much that he couldn't quit do it. Instead he stumbled over to a nearby wall and leaned up against it as he watched the cops cuff Cobalt Man and drag him toward one of the police cars that was sitting on the road.

"I'll get you freak!" Cobalt Man yelled out as he was shoved into a police car. "I'll find you!"

He was about to say more, but the officer that had put him into the back of the car just slammed the door shut in his face and cut him off. Carnage just sighed and closed his eyes. His bones ached and his throat hurt. He was thirsty and tired. He figured out that his axes worked great on an actual enemy, but the pain that he was in right now almost wasn't worth finding that out. For once Carnage could say that the fight hadn't been fun.

"Hey, you alright?" A woman asked.

Carnage opened his eyes to see the lady cop standing right in front of him. She was frowning and looked rather serious, but a touch of concern was shining through. His aching legs protested loudly when he shifted slightly so that he would be standing up a bit straighter. He thought of lying to her and telling her that he was fine, but he saw no point in lying.

"Everything hurts."

Her expression softened slightly as she said "I'm not surprised. Cobalt Man didn't hold back at all."

She sighed and asked "You want anything?"

"Water or pop. I just really want something to drink."

"You want something to eat too? I'm technically on my lunch break so I can get you something." The green eyed woman said.

He was a little hungry so the offer of food definitely sounded nice. Even if he wasn't hungry Carnage wasn't going to refuse free food. Still, he couldn't help but be slightly hesitant about taking the offer. The police had never done something like this for him. Not that he had ever given them a chance to, but the point still stands. The police had never done anything bad to him, but he always felt a little weary of them. Still, he wasn't getting any sense of danger from this woman. No bells were ringing, nothing was buzzing in his head, and no voices were yelling out 'danger, Will Robinson'. Still, he couldn't help but ask "Are you sure you don't mind miss?"

"Jean DeWolff not miss." She said. "You can call me DeWolff."

OK, last name basses then.

"Sorry." Carnage said slowly.

The woman ran a hand through her hair before she said "It's fine I'm not trying to put you on edge here."

She looked over at the destroyed coffee shop and frowned.

"I came here to get a bite to eat so dragging you along with me while I get some food isn't a big deal. You took care of a major headache for us at the department so getting you something to eat while you're hurting is the least I can do." She smiled slightly as she said "Just don't make me regret making the offer."

She may have been smiling, but she was dead serious when she said that. Carnage could probably rip her in half if he wanted to, and yet he still found her to be kind of intimidating. Carnage nodded and she relaxed by a tiny bit.

"Can you walk on your own?" She asked with a hint of concern in her voice.

He took a step toward her and his legs ached in protest. However, they didn't hurt as much now so he could walk on his own.

"I'll be fine." Carnage said.

She gave him a look that told him that she didn't quit believe that he was fine, but she said nothing. Instead she just walked over to one of the police cars that were parked on the road. When they reached her car Carnage just stared at it for a few seconds. This would be the first time that he had ever ridden in a car.

He must have been making a strange face or something because DeWolff asked "What's wrong?"

"Nothing." Carnage answered. "This is going to be the first time that I have ever been in a car."

DeWolff opened her mouth to say something, but quickly snapped it close without saying a word. Whatever she was going to say she obviously thought better of it. Instead she just got into the car and put her keys into the ignition. Carnage hesitated for a moment before he opened the car door and slid into the passenger seat. He closed the door and looked around.

He jumped though when he heard DeWolff say "Seat belt."

He glanced over at her only to see her staring right at him with a serious expression on her face. Needless to say Carnage didn't waste any more time putting his seat belt on after seeing that look.

Once the seat belt was snapped into place DeWolff asked "So what do you want?"

"Subs?" Carnage asked with some hesitation.

She was still giving him that serious look of hers so he looked away from her and murmured "I like subs."

He did like subs. They were sort of a comfort food for him, and they were his favorite food. Subs were the very first food that he ever had so maybe it wasn't surprising that they ended up being his favorite.

Carnage relaxed a little when he heard DeWolff say "I could go for some subs. I know this little hole in the wall place that we can go to that has good subs, but it's a little far from here."

"That's fine I don't mind a long drive."

DeWolff nodded as she pulled out of her parking space and started driving down the road. As they left Carnage could see a fire truck pulling up to the coffee shop obviously there to deal with any fires that Cobalt man may have started in there. Once the shop and the fire truck had disappeared from view Carnage asked a question that had been bugging him since he first heard Cobalt Man's rant.

"So why did Cobalt Man want the old guy?"

"Guy works in the technology department of Stark Industries. He helps design better cellphones, tablets, laptops, and things of that nature." DeWolff said.

Carnage frowned and asked "What does that have to do with Iron Man?"

"Other than him having some understanding of technology and working for the guy the man has next to nothing to do with Iron Man the superhero." DeWolff said. "Somehow our villain of the day got it in his head that since he works for Stark he must know something about the armor."

DeWolff frowned as she said "Of course he doesn't know anything, but Ralph wouldn't accept that fact."

DeWolff sighed as she said "This isn't our first run in with the guy. I think almost every superhero has clashed with him in some way."

"So what he's like the superhero initiation? Beat Cobalt Man and you are considered a superhero?" Carnage asked.

DeWolff chuckled a little before she said "It almost seems that way."

"So why is he obsessed with Iron Man?"

DeWolff shrugged before she said "I don't know. Does it matter?"

"Probably not." Carnage said.

Carnage glanced out the window and watched the world pass them by, but he snapped his eyes back over to DeWolff when he heard her ask "Since I answered all of these questions for you do you mind if I ask some in return?"

Carnage shook his head to show that he didn't mind, and DeWolff wasted no time in asking her first question.

"So what are you anyway?"

"I'm a symbiote. I think."

"You think?"

"It's what I have heard some people call me so I'm assuming that's what I am." Carnage said.

"So in other words you really don't know what you are." DeWolff said.

Carnage just shrugged. He thought of himself as a symbiote so as far as he was concerned he was one. It wasn't a subject that he thought of much. There was a chance that he wasn't one, but those SHIELD agents had been pretty dang sure that was what he was when they tried to fill him full of holes. There was a chance that he wasn't a symbiote, but honestly did it matter if he was or wasn't one? He didn't think knowing what he really was would change anything.

DeWolff was quite for a moment before she asked "So why do you help people?"

She sounded generally curious when she asked that question. Carnage shrugged yet again before he said "I don't like seeing innocent people who have done nothing wrong get hurt."

He looked away from the woman and out the window as he said "I also think people who go out of their way to attack people who can't defend themselves are the worst."

To be specific he thought people who attacked or killed others who couldn't protect themselves as week and cowardly, but he didn't bother to say that out loud. Instead he just said "Besides if I can help people then I should at least try to help."

"With great power comes great responsibility?" She asked with the slightest of smiles.

The phrase bounced around in Carnage's head the second it came out of DeWolff's mouth, and it made him frown slightly. It sounded slightly familiar somehow like he had heard someone say it before. However, Carnage ultimately decided that it was probably just a generic saying or piece of advice that was heard often like don't judge a book by its cover or don't count your chickens before they hatch. It was a nice little saying through. Still, Carnage couldn't stop himself from revising the saying a little bit.

"Sometimes I think it's more of a case that with great power comes great guilt."

DeWolff was quit for a moment and for a second Carnage wondered if he said the wrong thing. However, he relaxed a little when he heard the woman say "I can get that."

Carnage didn't know if she actually could get that, but she sounded like she did. Silence fell upon them, but Carnage had one more thing to say before he would allow the silence to stay.

"You are pretty calm about me." DeWolff glanced over at him and Carnage said "Most people aren't comfortable around me at first, and you are the very first person to offer me a ride in their car."

What he said was true. Granted, not everyone acted uncomfortable around him when they first saw him so DeWolff wasn't a special case. Black Cat didn't care what he looked or sounded like from day one, and after getting over his surprise at seeing Carnage at his school Harry was pretty calm about him as well. Tyrone and Tandy hadn't been as calm at first, but considering the situation that they first meet it was to be expected.

The normal people that he rescued were starting to get used to him and his presence ever since the city as a whole started to figure out that he was there to help. Still, the few times that he interacted with cops they always seemed to be a little wary of his presence. The lady cop at the burning apartment building had spoken to him, but for the most part cops never spoke to him.

DeWolff smirked as she said "Kid, I live in a world where billionaires are in superhero teams, people can be born with superpowers, a guy dressed up in red pajamas with horns is running around in Hell's Kitchen, and Norse gods treat New York City like a personal playground. Nothing surprises me much anymore, and you aren't the weirdest thing that I have had to deal with."

She said nothing more after that, and Carnage figured nothing else needed to be said. The rest of the car ride was silent, but it was a comfortable silence. Every once in a while someone who was driving by them would casually look at the police car only to do a double take when they saw Carnage. Carnage would always just smile at them and wave like him taking a ride in a police car was a regular occurrence. Most people would just continue to stare, but a few would wave back all while looking confused as ever. Carnage had to admit that it was pretty amusing.

Eventually, they reached their destination. Carnage was more than content to wait outside, but DeWolff had other plans. She held the door open and looked at him as she asked "Well, are you coming in or are you going to stand there all day?" "Am I even allowed in?" Carnage asked. He had never been inside a restaurant before. Heck, the only building that he had ever been in that wasn't on fire or abandoned was a school.

"Just get in." DeWolff said.

Carnage quickly scurried inside and started to look around. It looked like a regular mom and pop place. The signs hanging above the resistor listed the large verity of subs that he they had, but it also had other things like chili and chicken wings. The elderly woman behind the counter had been surprised to see Carnage, but within a matter of seconds the woman was smiling and happily chatting to Carnage like he was a regular that she liked.

According to her Carnage saved her grandson from a mugging. Carnage already knew what he wanted, and as DeWolff figured out what she wanted the old woman behind the register told Carnage that he could have free spaghetti on spaghetti Wednesday for the rest of his life.

Evidently, it was her way of paying him back for saving her grandson. All Carnage knew was that he was totally taking advantage of this gift. Having a place that he could go to every Wednesday to get free dinner made his life a little bit easier. Carnage leaned up against the wall and smiled a little as he watched DeWolff place their order. His arms and legs still hurt and he had another villain on his list that wasn't found of him which sucked.

However, he was able to test out his axes, he now gets free spaghetti every Wednesday, he got free food today, and he got to ride around in a car for the first time in his life. As far as he was concerned the good outweighed the bad. As DeWolff handed him a bottle of orange soda that he asked for Carnage couldn't help but think that he wouldn't mind if she ran into DeWolff again even if she was a little intimidating…

* * *

**Info time!**

**Paste Pot Pete: This is the name that the Trapster used to go by. Of course he doesn't use the name, but it doesn't stop people (mostly heroes) from calling him by his old name. He hates it when people use his old name. **

**Axes for Carnage: For anyone wondering why Carnage has not tried forming axes over his hands like he can in the comics that is due to the fact that he will be learning the skill in a latter chapter. I was originally planning on having it in this chapter, but I suddenly got a good idea for it for a future chapter so that's why it didn't happen here.**

**Spider-Man and His Amazing Friends: This is the name of a Spider-Man cartoon from the 80's. The team from that show was actually called the Spider Friends and the people in the team were Spider-Man, Firestar, and Iceman. This is where Firestar originally came from by the way. **

**Bruce the gargoyle: Reference to the 90's Spider-Man cartoon where he called a gargoyle Bruce. Pretty sure that the cartoon Bruce was a reference to Batman. **

**Cobalt Man: This is an actual super villain from the comics who is obsessed with beating Iron Man. He has clashed with other heroes though.**

**Jean DeWolff: She will be based off of her 616 counterpart and not the Ultimate comics one. Not sure how much I'm going to have her show up, but she will probably pop up from time to time. **

**With great power comes great guilt: Sort of a couple reasons why I stuck this in here. Carnage was slightly joking when he said it, but for a few situations in this story the possibility of feeling guilty is one of the things that either makes him take action or stops him from killing anyone. As such he would find some truth in these words. **

**As for the origin of the saying it's actually something Miguel O'Hara says in Spider-Man 2099 comics when he first hears the 'with great power' speech. Upon reading it I thought it was a saying that Carnage would find some truth in, but unlike how Miguel first thought the Uncle Ben saying was rubbish Carnage would probably think it was a nice little saying. Not that he would think much beyond that. It's through Peter's sheer force of will that the saying even sounds vaguely familiar to him now.**

**Anyway, that was chapter 10. I'll try and get the next chapter up as soon as possible so please review and don't flame. **


	11. Chapter 11: Meet the Hulk

**I Am Carnage**

**Ch.11**

**Disclaimer: I do not own Ultimate Spider-Man or any other Marvel related thing.**

* * *

"Harry!"

The happy shout of his name caused the boy to smile as he saw Carnage come running toward him. Carnage looked happy and uninjured which was a relief to see. Considering the life that Carnage was leading there was no telling how long this happy state would last, but for now Harry could relax a little. Carnage plopped himself down on the bench next to Harry. The toothy smile that he was wearing was quickly replaced by a look of curiosity when he saw the bag that Harry was holding.

"What's that?" He asks as he points at the bag.

Harry just grins as he pulls a hamburger wrapped in foil out of the bag.

"I figured you might be hungry so I got you some food."

"You got me dinner?" Carnage said in surprise.

"I'll get you dinner every time we meet up." Harry promised.

"Really?" Carnage said. "I don't want to be a burden or anything. I mean buying food for someone so much would be expensive, right?"

'_Oh Peter…'_ Harry thought almost fondly.

Peter always hated being a burden. He always had a weird thing about people spending a lot of money on him too. Harry wasn't sure what the exact reason for that one was. Maybe it made him feel bad that he couldn't get expensive gifts for his friends in return, maybe he thought people were wasting his money on him if they spent a lot, or maybe he never wanted Harry to feel like Peter was only his friend for the money. Harry didn't think he would ever truly get what the whole reason was. Harry was rich so money was never an issue. Granted he wasn't quite Tony Stark rich, but he was pretty close to it.

As for the being used for money thing Peter never had to worry that Harry would ever think that of him. Peter was too good of a person for that. Honestly, Peter kicked up such a fuse sometimes when Harry got him something expensive that it made even the thought of Peter only being around for Harry's money was ridicules. At any rate while Peter's weird worry of people spending too much on him could be annoying, but right now it was comforting to see. It was always comforting to see parts of Peter shining through when he spoke to Carnage.

Deciding that he had left Carnage waiting long enough for a response Harry told the creature "Carnage, I'm rich so buying you dinner every time we meet up isn't an issue."

Carnage still seemed unsure about the whole thing so Harry said "I brought some food for myself too. I need dinner too you know, and I figured we could eat together."

That seemed to calm Carnage down a bit, and Harry started handing Carnage the food that he brought him.

Carnage started to grin as he said "People have been really generous with food this week."

"Really?" Harry asked.

Carnage nodded as he said "Yeah, a cop bought me a sub and the sub place that we went to promised to give me spaghetti every Wednesday for the rest of my life as thanks for saving a guy."

"How did you get a cop to buy you a sub?" Harry asked.

"Have you heard about my fight with Cobalt Man?" Carnage asked.

He had heard about it on the news, but he didn't know all of the details. This was a fight that hadn't been caught on someone's cellphone camera.

"I have heard about it, but why don't you tell me about it." Harry said.

Carnage immediately started to tell his tale. Everything was fine and Harry listened with interest as he drank his soda. However, when Carnage got to the part about the cop telling him the buckle up a loud sound of something crashing into a wall was heard.

**Crash!**

Harry drops his soda and Carnage's French fries go flying everywhere. Harry quickly stands up and for a split second he doesn't know what to do. He recognizes the sound. It sounds like a car smashing into a building. He hates the fact that he can recognize what the noise is within a matter of seconds. He had heard the noise so many times in this city during superhero fights that he could recognize the sound instantly.

He can hear Carnage whining about losing his French fries, but Harry ignores it. What should they do? Should they check it out? Should they run in the opposite direction? Would Carnage even allow them to run off without checking it out first? The answer to the last question is no because once Carnage stops morning for his fries he's standing and walking around the corner of the building that they were sitting behind so that he could check out the noise.

"Carnage, what are you doing?" Harry hisses out as he quickly runs over to his side.

Carnage just gives him an innocent look as he says "I'm going to see what caused the noise."

"It could be dangerous!" Harry yelled.

"Don't worry I'll protect you." Carnage said obviously not at all concerned about the possible danger.

'_Who is going to protect you if it's a hero who works for SHIELD?' _Harry wanted to yell out, but the thought wasn't able to become actual words.

Harry would try his best to protect his friend, but at the end of the day he was just a normal human. If Captain America came knocking and started to drag Carnage away there was not much Harry could do to stop it. Harry bit his lip as he followed Carnage around the corner and prayed that it wasn't a superhero tossing cars around. They stepped out onto the sidewalk just in time to see a small red car come crashing down onto the road a few feet away from them. A loud monsters roar echoed down the empty street, and within a matter of seconds a giant green man came rumbling down the road toward the red car.

'_Isn't that the Hulk?' _Harry thought before the creature skidded to a stop next to the car.

It was indeed the Hulk and he looked angry as ever. His teeth were gritted together, and he was glaring at the car like it had personally offended him. The Hulk let out a loud angry yell before he started pummeling the car into the ground like he was trying to break it down into dust. The Hulk seemed totally oblivious to the fact that two people were standing at the sidelines watching him.

"He seems angry." Carnage commented.

"News flash Carnage that's Hulk. He's always angry." Harry muttered.

The Hulk was being so loud that Harry honestly didn't think he could hear them, but upon finishing his sentence the Hulk quickly jerked his head to the side so that he was looking right at them. Harry froze like a dear in headlights as he looked at the giant angry man. He wanted to run, but his feet were frozen to the ground. The Hulk was technically considered a hero, but that did nothing to calm him. When the Hulk was angry enough he would smash everything in his way regardless of if they were friend or foe. While Harry was panicking Carnage was as calm as ever. He had his head tilted slightly to the side and he was examining the Hulk like he was an interesting statue to look at and not a giant rage monster.

"Hi!" Carnage chirped.

Hulk narrowed his eyes and Harry honestly thought it was all over for them. Overly friendly Carnage was going to be killed by the Hulk and there wasn't a thing Harry could do about it. However, instead of turning Carnage into a red smear on the ground he actually responded by talking.

"Hello."

The greeting was growled out as if saying it was a struggle.

"I'm Carnage." He said. "You are the Hulk, right?"

The Hulk nods and Harry doesn't miss how jerky the movement was.

"This is my friend Harry." Carnage says.

The Hulk looks at Harry and the boy swears his heart stops for a brief second. Eventually Hulk turns his gaze back to Carnage and Harry can finally breathe again. The Hulk is breathing heavily and looks like he will go back to smashing the car any second now. However, while he was still tense looking Harry could see that he was no longer grinding his teeth together. Harry was hoping that was a good sign.

"So what made you so angry?" Carnage asked, and Harry felt like that was a pretty dangerous question to ask.

However, Hulk must have been in a somewhat talkative mood because he said "SHIELD made me angry."

Hulk growled out. It almost made it sound like saying the word SHIELD was physically painful for him.

"SHIELD makes everyone angry." Harry said automatically only to freeze up again when he realized that he said that out loud.

"Understatement." Carnage muttered quietly enough so that only Harry would hear him.

Carnage shook his head before he asked "Do you want to talk about it?"

"No!" The Hulk yelled out.

Harry flinched at the loud yell while Carnage just shrugged.

"Alright, we don't have to talk about it."

The Hulk relaxed a little, but Harry still felt nervous. Did SHIELD know that the Hulk was out? Where they looking for him? They probably where looking for him, and if they found him right now they would end up finding Carnage too.

Harry frowned at the thought as Carnage asked "So are you smashing a car to relieve stress or something?"

The Hulk frowned as he smashed his fist down on the broken car. The sound of crunching metal was the only answer that Carnage got to his question.

"I'll take that as a yes then."

Harry could hear a helicopter in the distance and he quickly snapped his head up so he could try and see if he could spot the thing. He did end up spotting the thing. It was pretty far away but the word SHIELD was that was printed onto the side of the machine was visible. If the Hulk left a trail of destruction behind then it wouldn't take long for the helicopter to find it and follow it right to them.

"We need to leave." Harry hisses to Carnage.

He points to the helicopter and upon spotting it Carnage just narrows his eyes and glares at the thing for a couple of seconds. He then turns his gaze back to Hulk and says "Hey big guy we need to leave."

"Hulk doesn't want to leave Hulk wants to smash!" Hulk screams as he smashes his fists down on the poor beat up car.

Harry couldn't help but notice that if Hulk hit it a few more times the car would officially be as flat as a pancake.

Carnage just looks over at Harry and asks "Well, now what do we do?"

"We leave him and get the heck out of here." Harry hisses quietly.

Carnage frowns at this answer. "I don't want to leave him here for SHIELD to find." Harry feels like groaning upon hearing that.

'_Peter your bleeding heart is going to be the death of me._' Harry thought.

He really wanted to tell Carnage that the Hulk would probably be fine if SHIELD found him. The guy was a part of the Avengers so he actually worked alongside SHIELD. However, arguing would just waste time and time was not something that they had right now. '_Alright, so where can we go that has plenty of things for Hulk to smash?' _Harry thought. His mind was racing as he desperately tried to think of a place that they could go that would keep them all hidden and have stuff to smash. Luckily, Harry was able to come up with a place.

"There's a warehouse owned by my dad's company that stores broken equipment. We strip the equipment of useful parts and then we ship them there and destroy them. Hulk can smash the things there." Harry said out loud.

"Hulk can smash stuff?" Hulk asked.

"Hulk can smash a lot of stuff." Harry answered.

The smile that Hulk gave Harry was unsettling, but Harry took it as a good sign.

"Can you lead me there?" Carnage asked.

Harry nodded and Carnage smiled before he looked over at Hulk.

"Alright big guy just follow me and I'll take you to the place full of things to smash. Try not to smash anything along the way there."

"Hulk will try. Make no promises." Hulk said.

"Good enough. for me" Carnage said.

He looked over at Harry and asked "So where to?"

Harry gave him the directions and Carnage nodded before he wrapped his arm around Harry before he quickly launched himself up into the air with his webs. Harry let out a short surprised yelp and Carnage just laughed. Down below Harry could hear Hulk rumbling down the road after them. Harry couldn't say that he was unused to web slinging. He had done it plenty of times before when he had his own symbiote, but not being in control made the whole thing rather nerve wracking. Luckily, Carnage was fast and they were able to make it to the warehouse. Hulk was also able to keep up with them which was also good. Harry couldn't hear or see the SHIELD helicopter anymore, but even if they were safer he made sure to quickly usurer the two of them inside.

Once they were in the building the Hulk's eyes lit up when he spotted all of the equipment. Computers, lab equipment, delivery trucks, and other electronic and mechanical bits were spread out all throughout the warehouse.

"Hulk can smash?" The giant green man asked.

"Go nuts." Harry said as he motioned toward the broken equipment.

Hulk let out a loud yell before he went off to do what he loved.

"Well, he seems happy." Carnage commented as he watched the Hulk fling a computer monitor into a wall. "Is it really OK for him to smash this stuff?"

"It's fine. In fact by destroying this stuff he is probably doing us a favor." Harry said as he watched the mayhem.

He really was doing them a favor. Getting rid of junk like this could be expensive if what his dad said was anything to go by. Still, Harry turned and went toward the security room. Security for this place was pretty abysmal, but that was mostly due to the fact that there was nothing of value here. Everything was stripped of whatever parts could still be used and the only thing left behind were empty metal shells of what used to be lab equipment and ancient computers that didn't even function anymore. Harry was also pretty sure that the Goblin would use this place on occasion and his dad was a lot of things but he wasn't an idiot.

The less people and security that was around the less things he would have to worry about when he was hear doing whatever the hell it was that super villains did. However, there were a few cameras set up in the building and Harry needed to shut them down and delete what little footage was there. If SHIELD came knocking Harry didn't want to leave behind any evidence that he and Carnage was there.

The door to the security office was locked so Harry just looked over at Carnage and asked "Can you break the door down?"

"Break it down?" Carnage asked.

"Yeah, smash it down. Axe it down. Whichever you prefer." Harry said as he took a step away from the door.

Carnage shrugged before he took a step toward the door. He created some tendrils, but instead of making spikes he made axes. Carnage had told him about the axes, but it was still weird to see them. Carnage hacked away at the door with his axes and the sound of splintering wood soon joined the sounds of Hulk's rampage. Eventually the door was ripped from its hinges and it fell to the ground with a loud thud. Carnage made the tendrils go away and Harry just frowned. He had never done something like that when he had the symbiote.

How Carnage came up with the idea Harry would never know, but it did make him wonder just how many things the symbiote could do. He didn't really know. Sometimes it felt like the possibilities with the thing was endless. Harry shook his head to rid himself of his thoughts. For now he should just be grateful that Peter was skilled enough with the thing that he could keep himself safe. Harry stepped into the small security room and immediately went to work on the cameras. The camera system was as basic as you could possibly get so deleting the footage that was there and shutting down the cameras wasn't hard.

"There's no security guard?" Carnage asked as he looked around the room.

"No, security here is pretty lax."

Carnage didn't say anything for a moment while Harry worked.

"What are you doing?" Carnage finally asked as he watched him work.

"Making sure that no one knows that we were here." Harry answered without looking up from the camera controls.

"You sure it's OK to be here?" Carnage asked sounding nervous.

"It's fine. I just don't want SHIELD to know that we were here if they track Hulk here."

"Will Hulk be OK if SHIELD finds him?"

"The Hulk is part of the Avengers so yes he'll be fine." Harry said. "This is not exactly the first time Hulk went on a rampage and SHIELD had to take him back home."

Carnage seems to relax a little upon hearing that, but he still seemed a little on edge. Eventually Harry heard the sound of Hulk roaring and stuff being smashed suddenly stop. Carnage walked over to the doorway and looked out where Hulk was.

"I think he's done." Carnage said.

Harry walked over to Carnage and looked out into the warehouse. Hulk was standing there surrounded by broken bits and pieces of machinery. Harry couldn't even tell what any of the stuff used to be. Hulk was just standing there breathing heavily, but he no longer had a look of rage on his face.

"You good now?" Carnage called out to Hulk.

Hulk nodded and it was slowly and steady. He seemed calm now and Harry guessed that mean that it was safe to be around him for now.

"Claw Man and Puny Man nice to Hulk like Bug Man." Hulk said.

"Bug Man?" Carnage said in confusion before looking over at Harry.

Harry just shrugged. He spent a brief moment wondering if he should be insulted that he was referred to as puny man, but he ended up deciding that he didn't care. Compared to Hulk he must have seemed puny, and honestly Harry had no desire to argue with a guy who could smash cars into flat metal pancakes.

"Claw Man has powers like Bug Man. Claw Man reminds me of Bug Man." Hulk said.

"I think he's talking about Spider-Man." Harry said.

"Spiders are arachnids not bugs." Carnage said with a slight frown.

"I really don't think Hulk cares about the difference." Harry whispered.

Hulk just became calm Harry really didn't need Carnage to work him up again. Luckily, Hulk didn't seem to pay much attention to the whole arachnids thing. Harry sighed before he carefully approached Hulk.

"Big guy do you mind doing me a favor?"

Hulk narrowed his eyes and asked "What do you want from Hulk?"

Harry gulped and sent a quick prayer out to whoever was listening that this would go well.

"Don't tell SHIELD anything about Carnage or me."

Hulk looked confused now and Harry quickly started explaining.

"SHIELD wants to capture Carnage and do bad things to him."

"They will hurt Claw Man?" Hulk asked.

"Yes, they will hurt him very badly." Harry said slowly.

"I don't want them to hurt my friend so please don't say anything." Hulk frowned, but after a few seconds had passed Hulk nodded.

"Hulk won't say anything." Harry relaxed a little upon hearing that.

He wasn't sure if Hulk could or would keep his word, but it was still comforting to hear.

"Hulk make sure puny Banner say nothing too."

Harry just blinked a few times in confusion, but before he could even open his mouth to ask a single question Harry heard the muffled sound of a helicopter and cars outside.

"SHIELD?" Carnage asked.

"Most likely." Harry said. "We need to go."

Harry glanced over at Hulk and asked "You going to be OK?"

Hulk nodded before he said "Puny Banner will be coming out soon. Hulk will be OK."

Harry nodded before he dragged Carnage out through the back door. Upon getting outside Harry was relieved to see that there were no agents there yet. However, he didn't waste any time in dragging Carnage down the street. He spotted a few agents rushing into the warehouse. He could see a few vehicles parked in front of the warehouse. He didn't stop to study them though. He pulled Carnage through the streets and weaved through the alleyways with a silent Carnage trailing behind him. Harry didn't stop moving until they are far away from the warehouse. They stop by a closed bakery and Harry sighs as he leans back against the bakery's wall.

"So tonight was eventful." Carnage commented.

Harry just sighed as he slid down to the ground. His legs ached from running so much and after dealing with Hulk Harry was exhausted. Carnage plopped down next to him and smiled while Harry just gave him a tired smile in return. They would have to get up and keep running soon, but they could at least rest for the moment.

"Not exactly how I wanted to spend our first night hanging out." Harry said.

Carnage shrugged before he said "Yeah, I don't exactly like running into SHIELD."

He glanced over at Harry before he said "At least we are OK though."

Harry nodded, but he didn't say anything.

Things were silent between the two of them before Carnage randomly said "You know I'm still bummed out that I lost my French fries."

"You're still hung up on that?" Harry asked.

Carnage almost looked insulted that Harry had said that.

"Of course I am! French fries are amazing and I don't get to eat them often!"

Harry couldn't help it he laughed and Carnage started to grin. Harry got the feeling that Carnage had said all of that just to make him feel a bit better. At any rate his attempt to make him feel better worked. Harry stood up and chuckled as he said "Come on I'll buy you more French fries."

Carnage followed him with a grin Harry just continued to smile as walked down the road. Tonight hadn't been great but as Carnage had said at least they were OK, and for now that was all that really mattered…

* * *

"I see you had fun Dr. Banner."

Bruce groaned a little as he sat up and rubbed his hands down his face. He had a killer headache going on right now, and he really didn't want to deal with Fury at the moment. He saw that Fury was holding out a plastic bag for him to take. Bruce took the bag and glanced inside it only to see that there was a white button down shirt, a pair of shoes, and a pair of glasses waiting inside for him. Bruce sent a silent thinks to Tony for helping him come up with a way to make it so that he didn't have to constantly get a pair of replacement pants when he turned into Hulk before he grabbed the glasses and slipped them on.

Once the glasses were in place he looked around the area. They seemed to be in a warehouse of some type, and Bruce could see agents running around all over the place. They seemed to be searching for something. Scattered around all over the floor were shattered bits of electrical equipment. Bruce couldn't even tell what any of the broken stuff used to be. He could also hear someone cursing from room nearby. The door was lying on the floor an it looked like someone had taken an axe to it and went nuts. An agent was looking inside with a frown on her face which told Bruce that they were not likeing whatever it was that they were finding in that room.

"I hurt anyone?" Bruce asked.

"No, but you did destroy a few cars on your way here." Fury said.

Bruce let out a small sigh of relief upon hearing that he didn't hurt anyone. Hulk was getting better about not hurting innocent people, but Bruce still worried about someone getting hurt during one of Hulk's rampages.

As Bruce put the shirt on and started to button it up he heard the female agent standing near the broken door yell out to Fury "Footage is gone, and the cameras had been turned off. We won't be able to get anything from them."

"Footage?" Bruce said out loud in confusion as he slipped his shoes on.

"There were reports of Hulk following Carnage here." Fury said simply.

Bruce just frowned upon hearing that. He knew who Carnage was. Heck, all of the Avengers knew who Carnage was. They had all heard about how Spider-Man had been captured by one of his rouges and forcefully turned into some clawed monster. Bruce always felt insanely bad for the kid whenever he thought about what had happened. Bruce had never interacted with Spider-Man as just regular Bruce, but he had interacted with him as Hulk and the Hulk was rather found of him. From what scattered memories Bruce could remember of those times he knew that Spider-Man was a good person who didn't deserve to be turned into a monster.

"What can you remember?" Fury asked.

He couldn't remember much. He usually never did. He did remember seeing Carnage. Carnage had smiled at him and said hello. He had talked to him, but what little he remembered talking about wasn't anything important to tell Fury. He just remembered Carnage being very nice to him. He also remembered someone else being with them.

"There was some other person with us." Bruce said slowly.

"Do you remember anything about them?" Fury quickly asked.

Bruce thought hard about it, but he couldn't remember much. His memories of the other person were fuzzy, but he was sure that Hulk interacted with them. However, he did remember one thing. He remembered this person saying that SHIELD would hurt Carnage and they didn't want that to happen.

"I remember them being worried about SHIELD hurting Carnage." Bruce said as he stood up.

Fury showed no reaction to this, but he did seem to be thinking about what he said.

"We won't hurt Carnage if we can help it."

"If you can help it?" Bruce said slowly.

Fury was completely void of emotion as he said "Carnage can snap at any moment and we need to catch him and cure him before he kills someone."

Fury turned his back to Bruce and started walking out of the building.

"There is a car waiting outside to take you back to the Avenger's Tower. Don't keep them waiting." He said before he walked out the door and disappeared.

Bruce just stared at the door and frowned. Fury may have been right about what he said about Carnage, but somehow Bruce had a bit of a hard time believing that Carnage would kill anyone. He hadn't killed anyone yet, and he had been helping people for almost as long as he had existed as Carnage. Also, from what little he could remember Carnage had been kind and rather patient which was amazing considering how bad Hulk could get sometimes.

Although, if Carnage's friend stuck around to the very end and Bruce was pretty sure that they did Bruce could say that the friend was pretty patient too. Bruce frowned as he slowly started to make his way out of the building and to the car that would take him to the Avenger's Tower. Bruce didn't know who Carnage's friend was, but he knew one thing. He knew that Carnage's friend was probably right to be worried….

* * *

**Guest: Normally I would agree that Carnage isn't one to use a lot of quips, but please keep in mind that the Carnage of this story is a combination of Peter and the ****symbiote. Carnage is going to have some of Peter's personality traits so he's going to joke and use quips a lot. That and I would argue that the pun thing sort of depends on which Carnage we are talking about. The Carnage in Spider-Man: The Animated series says a couple of puns all while laughing like a maniac. One pun that comes to mind was when he said "Guess you could say that you _axed_ for this Web Man." **

**Anyway, that's chapter 11. I'll try and get the next chapter out as soon as possible so please review and don't flame.**


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