Spider-Man Downfall Chapter 2

Chapter 2: Maximum Carnage

Author's Note: This is where things begin to take a darker turn. Be prepared for some real bloodshed. And yes, this story is partially inspired by the 90s Spider-Man crossover of the same name. Only its better.

Ravencroft institute was a place where the criminally insane in New York were kept in the hopes that the doctors there could rehabilitate them, or at the very least, keep them contained. At least that was how it was supposed to be. In actuality over half of the people in the place where not insane at all; just psychopathic. For as time had passed, Ravencroft went from being an insane asylum to just simply being a place to put all the serial killers, mass murderers, and the other lunatics to keep them away from prisons that didn't want them. But since Ravencroft was not meant to hold sane criminals, the security measures had to be improved. After that happened, Ravencroft began to get a third type of inmate: the supervillain. Or at the least, any supervillains that Ravencroft could contain. The head of the place, Dr. Kafka, was convinced that these costumed criminals just needed to be analyzed and understood, and after that, they could be turned into productive members of society.

The thing was, she still hadn't rehabilitated a single one.

Cletus Kassady, who had been a serial killer with many people dead at his hand long before he joined the super-villain community, found it greatly amusing that the good doctor even continued in her pointless mission at all. But then again, Cletus often wondered that about a lot of righteous and idealistic fools who wasted their entire lives fighting hopeless battles. Like those X-Men who always crusaded for civil rights for their race. To Cletus it was all such a waste. It had been to his good old grandmother too, so he supposed that was where he got it from. After he had killed enough people, including his own father, rumors circulated that he had murdered his own mother and grandmother as well, but in truth, his grandmother was the one who gave him his nihilistic outlook on the world. And for that he thanked her.

Cletus continued to lounge in his cell, his straight-jacket making it uncomfortable to lay down, and thus, he sat upright, staring at the wall with thoughts of murder ever-present in his mind. He needed to shed some blood again before he got too much more out of practice in what he considered to be the fine art of murder. But first he needed to get out of his hated straight-jacket, which they'd kept him in ever since they found that he'd snapped the neck of his last cell-mate while they were both in the showers. The new cell-mate they'd given him was a great deal larger but no less terrified of the sadistic madman he'd been imprisoned with. Finally, Kassady's blank stare at the world turned into a wicked grin when his ears picked up a familiar faint sound…

"It took you long enough to get here"

"Huh?" Kassady's cellmate asked groggily, woken up from his sleep. "You talkin to me?"

"No you idiot, I'm talking to an old friend"

"Oh great. Ya talk to yourself too. No wonder they locked ya up in here"

"Oh no…it's not that. Is it?"

"Wha-?"

But before Cletus's cellmate could even make heads or tails of what was going on, Kassady was already reunited with the red symbiote that had helped make him a more dangerous monster than ever before. Cletus relished being reunited with the symbiote, which quickly enveloped his entire body. Carnage was reborn.

"Oh no…"

Carnage grinned at his cellmate, at least as much as was possible for him now that he was covered head-to-toe in an alien symbiote. His hands morphed into axe blades.

"Oh yessss…"

And before anything could be done, Carnage mercilessly hacked his cell-mate to pieces and then did the same to his cell's bars. An unfortunate security guard happened to be on patrol at that moment and he met the same bloody end as Carnage's cellmate. Having now murdered two people, Carnage screeched with joy.

"FREE! I'm finally free! And now it's time for some real fun!"

Carnage went through the halls of Ravencroft on a homicidal rampage, savagely murdering any and all unfortunate souls who crossed his path. As his axe and sword blade hands and many tentacle-like tendrils went swinging left and right with reckless abandon, Carnage wound up accidentally destroying some of the holding cells of his fellow inmates. The smart ones stayed in their cells, trembling with fear. The stupid ones attempted to make a run for it in a desperate bid to escape confinement. These inmates were promptly slaughtered by Carnage without mercy, with the symbiote supervillain cracking wise-guy remarks with every kill: "Hey you! Don't you know you're not supposed to be out and about at this late hour? Or "YOU! You should be ashamed of yourself! Trying to escape? Oh, you need to be punished for that!"

Having now killed almost a dozen of his fellow inmates, Carnage kept running forward on his rampage, until he was stopped by a small team of guards with M16's and full riot gear trained on him.

"Freeze Carnage!"

But Carnage launched a red spiked tendril at the chest of one of the guards. Despite the guard's protection, the spiked tendril right went through him, and Carnage then pulled on the tendril, sending the guard face-first onto the floor. The other guards opened fire, but Carnage's suit resisted the bullets long enough for him to unleash more sweeping tendrils that either disarmed the guards of their guns or slashed them to bits. One guard's rifle was knocked askew, sending several bullets right into the control panel that was the only thing maintaining the security measures of the cell of another super-powered inmate...

Mere moments after the control panel to the cell's security door short-circuited, the door was blasted down in an electrical explosion that was nothing short of jaw-dropping. When the dust settled, out stepped Electro, forever clad in his green jumpsuit that did nothing to stop his power from being unleashed. Only keep him alive. Electro gathered more electricity around him as he walked out fully. Carnage looked on with glee.

"Electro, how's my favorite living lightning bolt doing?"

"Free…I'm finally free…I'm gonna tear this lousy place to the ground!" As Electro shouted this, more electricity surged out of his arms and bolts blasted outward, damaging the ceiling above them.

"Yes! YES! Another guy cut from the same murderous cloth! Come on sparky lets have some fun! Fry them first!"

Carnage pointed a single red razor-sharp finger at the fleeing security guards. Electro turned to them and angrily fired several blasts of lightning at them as Carnage watched with sadistic delight. Electro then turned and fired another blast of electricity at the control panel to another cell like his own. The blast short-circuited it, deactivating its security measures. All of two seconds later, the massive steel door was punched down and out stepped the armored beast known as the Rhino.

Rhino grunted loudly in anger, and Carnage practically burst with joy at having now freed not one, but two supervillains. And indeed, as Electro unleashed the full fury of his electrical powers on the institution that had locked him up for so long, so too did Rhino take to savagely punching and smashing everything in his path. Carnage watched it all unfold with homicidal glee.

Those two are gonna tear this whole place down…better not stick around. Heh heh…"

And with that Carnage ran off, using the chaos and the implosion of Ravencroft Institute to make his getaway, moving with the speed and agility that the symbiote offered him in great amounts. One last security guard staggered to his feet and attempted to blast Carnage at point-blank with his shotgun, but Carnage merely sliced the gun in half and mercilessly cut the man down.

As Carnage made his way out through a back-door, he screamed at the sky with an unholy pleasure derived from absolute cruelty and boundless evil.

"Look out New York, HERE COMES CARNAGE!"

-X-

"Ah….Please, don't stop now."

Mary Jane smiled as she continued to rub her husband's aching shoulders.

"Peter Benjamin Parker, you're such an incorrigible pasha sometimes."

"MJ, I had to deal with my ex-Science teacher turning into a lizard monster and then kicking my ass around campus. I can't help it if my shoulders are a little sore afterwards…"

MJ laughed at Peter's witticism.

"Yes, I suppose there is that. How is Dr. Connors by the way?"

"Well, he's still recovering. I think he's also still having trouble dealing with being missing for weeks…I've never felt more sorry for the guy…all he was trying to do was regain his lost arm…"

The next bit of news on TV suddenly caused Peter's ears to perk up as he listened to it. MJ stopped massaging him and paid attention as well.

"Ravencroft Institute, New York's longtime institution for the psychopathic and the criminally insane was just torn asunder, only an hour ago…"

Peter felt his stomach knot up. He didn't like the sound of a building being destroyed and not being there to help. Especially a building that contained a lot of dangerous people.

"…When asked about the cause of the devastation, Ravencroft Doctor Kafka admitted that the institute had been containing numerous supervillains in the hopes that she and the doctor could rehabilitate them. Among the super-powered inmates contained there included infamous Serial Killer Cletus Kassady, also known as "Carnage", and Max Dillon, better known by his alias "Electro"…"

Peter couldn't believe his ears. Try and rehabilitate supervillains like Carnage? People who were psychopaths and killers long before they donned the costumes? And lock them all up in one place on top of that?

"Those idiots…"

…"Thanks to the breakout, nearly a dozen super-powered criminals are currently at large. In addition to Kassady and Dillon, the other superpowered inmates who are unaccounted for and believed to be at large are Aleski Systevech, Abner Jenkins, Fred Myers, Dmitri Kravinoff, Blackie Drago, Quentin and Daniel Beck, Macdonald Gargan…"

Peter's heart sank even lower with each mentioned name. As if Lizard hadn't been enough, he now had to worry about two Sinister Six's worth of supervillains running around, doing whatever they pleased. This was a complete disaster, and the more that sank in, the more nauseous he became...

"Oh my God…MJ…are you…did you hear what's…?"

"I heard Tiger." Peter could see a pleading look on his wife's face. He knew what that look was.

"MJ, I have to. Please, don't worry. These guys aren't all going to be in one place. And besides, some of these guys aren't exactly A-Listers. Especially without their gear. I'll be fine"

"What about Carnage Peter? That monster nearly killed you last time!"

"I know, I know. But I still beat Carnage. And I can definitely beat him again. Besides, there's no way I'm letting that psycho murder more innocent people. Not on my watch."

MJ gave an exasperated sigh. "I don't want to see you in a body bag Peter"

"Come on MJ, I've gone swinging into danger loads of times before. And I've always made it back. Besides, we agreed that this was something we both had to live with right?"

MJ sighed again. "Yes Peter, we did"

"Then please. Don't worry about me. I'll be fine."

"I'll always worry about you Peter…but go get em' Tiger."

Peter smiled. He always loved it when his wife said that. "Thanks MJ. I'll be back."

And so, Peter, as much as it pained him both physically and emotionally, got up, changed back into his Spider-Man costume, crawled out of his and MJ's apartment, and made his way to the main city where he knew Carnage already was…

-X-

It didn't take Spider-Man long to find Carnage. The symbiotic serial killer had already blazed quite the path of death and destruction. Cars were overturned, small shops smashed to pieces, and civilians mercilessly cut down, their bodies lying in the streets. Seeing all of the devastation ignited a certain amount of righteous fury in Peter's heart. More than anyone except maybe the Green Goblin, Carnage was the worst monster he had ever seen. At least other villains were in it for the money, or revenge against him as it more often were. Even Venom had his self-righteous delusions and fancied himself a protector of society. Carnage killed for the sake of killing, and that disgusted Peter.

Still, it did mean that Carnage was quite easy to track. Spider-Man simply followed the trail of destruction, as painful as it was, to its source. And sure enough, he soon came upon Carnage in the process of smashing another vehicle to pieces before yanking out its driver and getting set to impale him upon a sword hand…

Spider-Man fired a few web bullets at Carnage's face and then swung in as hard and fast as he could, kicking the psychotic villain to the ground. Carnage dropped the car driver in the process and Spider-Man shouted at him to run. As the man did as he was told, Spider-Man prepared to square off against his deadly adversary.

"Heh, heh…Spider-Man…SO glad you're here. I've been waiting to tear you to pieces for some time now. Cause if there's one person I hate more then dear old daddy Venom…"

Carnage unleashed a flurry of razor-sharp tendrils at Spider-Man who dodged each one as it came with his superhuman agility.

"It's YOU!"

Spider-Man kept moving as Carnage directed more of his tendrils at him. Carnage grabbed the nearby car and hurled it at Spider-Man, who leaped out of the way. Spider-Man ripped one of the doors off the car and hurled it back at Carnage. Carnage sliced the door in two with a sword hand and then lunged at Spider-Man. Spider-Man moved out of the way, and Carnage embedded his axe and sword hands into the pavement. Spider-Man took that as a sign to move in, delivering a flurry of punches and kicks as he sped at Carnage. Carnage rolled with every blow, before he finally managed to rip his axe-hand out of the ground and attempt to decapitate Spider-Man by swinging it at him in a sweeping blow. But Spider-Man ducked under the swing and struck Carnage with a vicious uppercut that sent him reeling back.

Carnage retaliated with multiple slashes and thrusts of his sword and axe hands, each one Spider-Man dodged with ease. Carnage grew infuriated the more Spider-Man avoided him, and attempted to just punch him as hard as he could. Spider-Man narrowly avoided Carnage's desperate punch, and replied in kind, but Carnage was ready for this assault, and dodged the blows. He attempted one more thrust, but Spider-Man leaped back to dodge the thrust, kicking Carnage back as he did so.

Spider-Man then prepared to go on the defensive as Carnage got back on his clawed feet and morphed his hand into an axe-blade, which he then hurled at Spider-Man as a throwing weapon. Spider-Man narrowly dodged the bladed projectile only to be pulled towards Carnage with the villain's tendrils once again. Before Spider-Man could break free, Carnage pulled him towards him fully and viciously punched him before kneeing him the stomach, bringing Spider-Man to his knees. Spider-Man launched upwards, punching Carnage as hard as he could, but Carnage simply rolled with the punch, and then swatted Spider-Man away, where the web-slinger tumbled and landed on the pavement bruised and beaten.

Carnage walked over to Spider-Man and stood over the hero's bruised body, with glee.

"Heh, heh, heh…this is the only way it could have ended…"

Carnage picked Spider-Man up by the shirt-piece of his costume, and viciously smacked him around with his fist, punching him half-a-dozen times. Spider-Man did his best to roll with each punch but they were vicious, each one feeling like it had knocked his jaw right off. Finally, Carnage threw Spider-Man in the opposite direction. As he went sailing through the air, Spider-Man attempted to fire a strand of webbing onto a nearby lamppost and swing to safety, but by the time the webbing hit the lamppost, he had already crashed into a nearby car. He silently cursed himself for his failure as his heart began to race. He couldn't lose. Not here, not now…

Spider-Man attempted to stagger to his feet as Carnage walked over to him, his hand already having transformed into a sword blade once more, this one larger then the others.

"Look at you. Some hero right? You fight, and fight, and fight…and for what? To end up dead on the street"

Spider-Man staggered up fully only to be grabbed and thrown back down to the ground by Carnage. As Spider-Man attempted to force himself up, Carnage planted one of his clawed feet on Spider-Man's back and pressed down hard, pushing Spidey into the ground. He then turned Spider-Man over with his foot as the hero's panic began to give way to despair. He was failing. It couldn't be happening, he thought. Not here, not now…

"Hacked apart by some demented mad-man covered in red slime. That's sad. Heh, heh, heh…."

Spider-Man said nothing. He merely lied there, beaten, and bruised, incapable of getting up. His only thoughts were on his wife, who had always feared that this day would come.

Forgive me MJ…

Carnage picked Spider-Man up and sneered at him.

"Your days of swinging around in footie pajamas are over…"

Carnage threw Spider-Man away once more, and this time, Spider-Man went crashing into the pavement. He could feel his shoulder bone fracture, if not break entirely. He grunted in pain. He could feel the blood in his mouth as his vision started to darken. Carnage walked over to Spider-Man as he tried desperately to stagger to his feet.

"Its time to get axed"

Carnage stepped in front of Spider-Man fully.

"I've won."

"Never. I'm never letting a sadistic monster like you…"

"Yes, yes. Keep preaching. Keep preaching…"

Carnage held his sword hand over his head, prepared to bring it down on his hated enemy once and for all.

"…as your world ends"

Spider-Man could only look up at the impending doom. How could it have ended like this? Of course he always knew that it was a possibility…but to die at the hands of a madman like Carnage…Peter's only consolation was that he had saved as many as he could during his time in the tights. He had done his uncle Ben proud. But even this was weighed down by the knowledge that he might never see his wife and aunt again…

But before Carnage could deal the death-blow, he was tackled by a large black presence that appeared out of the blue, and the two wrestled before the black form forced Carnage back. It didn't take a genius to know who had arrived.

Spider-Man looked on as Venom continued to punch Carnage as hard and viciously as he could.

"You. Have been. A bad…boy!"

Venom delivered one last punch, which knocked Carnage back further. Spider-Man, using what precious little strength he had left, staggered to his feet, pulled up his mask to spit out the blood in his mouth, and then pulled it back down. He turned to Venom:

"What took you so long?"

Venom growled. "Shut up and fight"

And so, Spider-Man with what strength and speed he had left, and ignoring the vicious pain that wracked his entire body, aided his old enemy in battling the one person they hated more than each other. Not expecting having to deal with his "father" as well as Spider-Man, Carnage was ill-prepared to fend off their combined assault, and Spider-Man and Venom delivered many a vicious punch to the psychopath. Eventually though, Carnage adapted to his situation, using his enhanced agility to dodge Venom and Spider-Man's strikes, and retaliating with a few slashes that were enough to injure and irritate his hated father. Spider-Man attempted to move in and got in a few more hits before Carnage swatted him away. Venom tackled Carnage again, only for Carnage to viciously lay into him with several brutal slashes and punches. Soon he had Venom on his knees.

"HA! Face it pops, you may be older, wiser, and have more experience with this whole Symbiote gig, but I'm still stronger than you and the web-head put together. Faster too. And more to the point, I actually have the vicious edge that you don't!"

Carnage made another swipe of his claws, and another slash of an axe-hand. In spite of his injuries though, Venom dodged both and punched Carnage hard across the face. Carnage reeled with the blow and then turned back around to face his hated father. Venom grinned.

"All true. But you're still a brat in need of a spanking…"

Before Carnage could decipher his father's quip, Spider-Man swung back in with the absolute last of his strength, and kicked Carnage in the back, planting his face into the pavement.

Venom then closed in, pummeling his psychotic spawn with unrelenting brutality, only for Carnage to suddenly get up and unleash a mess of tendrils that knocked Spider-Man and Venom back.

"You're both fools! It doesn't matter how hard you hit me, I'm still stronger than the both of ya! No matter how many times you slug away at me, I'll just keep coming back for more! Ya here? NOTHING CAN STOP CARNAGE!"

Venom lunged at Carnage and tackled him, bringing him to the ground. Carnage fought ferociously, clawing and scratching at his father, but Venom held firm.

"As we said…you have been a very bad boy. And bad boys must be punished…"

"What are you doing!?"

"Taking back what is ours…"

It didn't take Carnage long to realize what his father meant. He screamed in terror. "No…NO!"

Carnage fought and struggled more viciously, but it was futile. As Spider-Man looked on in total shock, Carnage's symbiote began to retract and detach itself from Cletus Kassady's body, its red form mixing and merging with its parent's ebony-black arms before then going up his shoulders and chest before disappearing into it. Kassady screamed in agony.

"NOOO!"

"What…what did you do?" Spider-Man asked weakly.

Venom turned to Spider-Man and said simply: "We reabsorbed the spawn. He lives inside us once again. And Kassady here is a powerless scum bag once more"

Kassady exploded in anger: "You think I give a shit!? YOU THINK THIS STOPS ME!? I was dangerous long before that red shit was all over me! And I'm just as dangerous now! NOTHING STOPS CARNAGE!"

Venom knocked Kassady out with one punch across the face.

"Shut up"

Venom turned his attention back to Spider-Man:

"We would kill you Parker…but we're too weak from the fight and the re-absorbtion of the spawn…and you did help stop Carnage…so we'll let you live…"

"Gee thanks Brock. I'm really touched. Now if you excuse me, I need to drop this psycho off at the nearest jail and then get back to my worried sick wife."

And with that, Spider-Man webbed up Kassady and swung away with him in tow as Venom slinked away into the shadows. As Spider-Man swung off, he found himself thinking of how lucky he was that Venom had shown up when he had, which in of itself was pretty ironic, considering their antagonistic relationship.

But that got Spider-Man wondering: how had Venom known where to find him?

-X-

Shocker still couldn't make out anything resembling physical features on this mystery man he was still a virtual prisoner of, but he could make out hurried movement, and could see that the man was desperately attempting to arrange something, or, more likely, was working on something. Finally, the figure seemed to finish his work and turned his head to face Shocker.

"The pieces are all in place: the time to move against our mutual foe has come at last. Slipping Carnage's symbiote into Ravencroft was simply so the homicidal madman would free the other contained supervillains. Its them I'm after…"

"What for?"

"Haven't you been following Herman? Revenge. It's a good thing that Venom came to Spider-Man's rescue, otherwise we would have had our revenge taken from us by that super-powered soccer-hooligan…"

"Yeah, but what do the others have to do with our revenge? Are you gonna try and form another Sinister Six or something?"

"Oh no…the cunning warrior attacks neither the body nor the mind…the heart is were we strike first. We attack his heart"

"And how do we that? By killing his loved ones?"

The mysterious villain smiled a wicked grin.

"You are learning."

It was about then when a second man revealed himself, and Shocker recognized the rough-looking bald man with casual clothing and a large metallic tail with a sickle-shaped head anywhere.

"I believe that you are familiar with Mr. Gargan here…or Scorpion as he prefers to be called…"

Author's Note: And that concludes part 2. More parts coming soon. Hope you are all enjoying so far!

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