The man with the red hood clutched the weapon to his chest as if it was his own child as bullets ricocheted off the metal catwalks. Hordes of security guards shuffled in, firing at him as the ACE Chemical alarms blared, the room flashing red, casting his shadow across the walls.

The weapon was a red blob that writhed and shook, swirling around and dancing across its refined glass cylinder. It almost looked alive.

The man with the red hood was about to make it through an emergency exit when a wall of guards blocked him. He ran the opposite direction only to see another wall of guards filling in the empty space that was once the catwalk.

The catwalk was like a spider's web, twisting and turning like a labyrinth. He found his exit and made a run for it, being greeted by a hail of gunfire. The gigantic chemical vats below him glowed a sickly green and the pipes above him hissed and he ran away from the barking guards. The catwalk creaked under his heavy footsteps and the railings shook with the slightest hiss of air.

He was about to make it when there was a gunshot and searing burst of smoke. The man was startled, he fell to his side against a railing. The railing cried out in protest

CRACK.

The railing cracked under his weight. He fell down into a vat of chemicals, the acid eating away at his skin, eating at the ridiculous red hood over his head, burning through his clothes.

Meanwhile the glass container was breaking, cracks started forming on the surface and soon a bright red blob splashed out. And it was dying. It needed to live, it needed to feed.

It saw the man drowning in the acid and the chemicals and its mind was made.

...

"Leave something for her to recognise Carny, my boy," Joker said. "We need her daddy to recognise who those pretty little limbs belong to."

The girl tried kicking but her legs couldn't move. She tried fighting but she was losing too much blood.

Carnage opened his maw to feed. His host hadn't allowed him to eat in so very long and he was starving. He needed nourishment. Despite he's hosts objections he might have to indulge himself even more.

He could feel her blood joining with his. Delicious, it was so delicious. He licked her across the face, her sweat and fear, the adrenaline. So delicious.

"Barbara no!" he heard a voice say. A man. Carnage turned to see a boy dressed in red and yellow. Carnage grinned. He would have a feast.

He removed his tendril. Her blood splattered across the crates. The boy sprinted towards her and he followed, leaping across the room without a single effort, the boy stumbled back in surprise. Until he felt something being shot at him. Electricity coursed through him. Electricity that felt like nothing but a tingle but electricity nonetheless.

Carnage turned and saw a man dressed in black holding what looked like a gun with blue light coursing through the barrel.

He could sense that this man was calm. He had no fear. The boy was scared, not of him but for the girl's safety. The man on the other hand had no fear, his heartbeat was steady, his breathing was calm.

But Carnage could sense his anger.

"Robin, get her to the nearest hospital," the man in black said.

The boy in red and yellow nodded.

Carnage would not let his feast slip through his fingers like that. He leapt at the boy but felt a searing pain as explosions coursed through his back. Carnage had no time to react as something clawed at his back, pulling him away from the children and causing him to stumble.

The man in black rushed at him, his gauntlet glowing blue with electricity. The blood around Carnage's right hand twisted into the shape of a blade, Carnage sliced but the man in black ducked and started punching him. The electricity did nothing, just made Carnage angrier. The blood around Carnage's abdomen twisted around the man in black's arm.

The man in black buckled as Carnage sucked the blood out of his arm, feeding, growing stronger. But the man in black wouldn't make an interesting meal. Carnage opened his maw.

"No Carny don't," said his host.

It gave the man in black ample time. He pulled out something from his belt and sprayed a bitter blue liquid on Carnage's face. Before Carnage could react, the man pressed the button on the device and it exploded on Carnage's face, causing him to recoil and hiss in pain. But the man in black wasn't done yet. He sprayed that liquid on his left fist and punched Carnage in the face, spewing blood all over the walls.

"Oh, bother," the Joker said as his face was exposed by the sudden explosion. The man's gauntlet had been reduced to nothing due to the explosion but he still went in for the punch.

Carnage made sure his host was protected by covering his face. Carnage lunged at the man in black but the man ducked just in time as Carnage regained his bearings. Carnage lunged again, his palms elongating into claws. Batman threw something from his belt. Carnage raised his hand, ready to claw him when a shrill sound burst out from the Batarang.

Carnage's body twisted and contorted, the pain from the sound causing waves of pain that turned his body against him. Both Carnage and his host howled in pain. Carnage could feel himself twisting apart, could feel the world twisting apart as his ears were bombarded by the pain.

He saw through hazy eyes the boy running away with the girl on his back. Carnage swiped at them, but he could barely will his hand to change form. He thrashed violently trying to break free of the sound before he lost control over his body.

The man in black walked calmly toward him, ready to deal the finishing blow when Carnage stepped on something.

And the sound stopped.

The man in black stopped, taking up a defensive posture. He pulled out those vile weapons from his belt but Carnage was faster, knocking them out of his hand. The leapt back and was about to grab more but Carnage extended his arm and ripped his belt straight out of his waist.

The man in black remained calm as Carnage tore into the belt, tearing apart its contents and swallowing them whole.

The man took up a defensive position.

Carnage grinned.

...

The man was curled up in a foetal position, drowning in a vat of chemicals. The acid burnt through his skin, yet he felt cold. He could feel his body sizzle and get eaten away, yet he felt cold.

The weapon wrapped itself around him, in the warmth of its clutches the man in the red hood could feel his body regenerate, he could feel his body heal.

The weapon spread across him in a desperate attempt to live. It couldn't survive without a host, not for long. It didn't know why but it had to live. It had to live.

The weapon spread, spread until it found the man's neck. Many times, the weapon connected with people, but their brains were too weak, too pathetic to contain it, to comprehend it. This time it was a matter of life and death. The weapon didn't understand the concept, but it was taking a risk.

Shattered memories. No beginning or end.

Millions of people, dead. Incompatible, indistinguishable, insignificant.

No reason. No purpose.

It was created, unlike the rest of them. It wasn't born.

No name. No family.

Its 'father' taken. Unlike the rest it had

No beginning.

No end.

So similar.

No difference.

A weapon.

And the perfect host.

...

Peter burst into the hospital lobby.

"Doctor," he screamed, his Aunt May still in his arms. "I need a doctor, please!"

A nurse walked up to him. "Sir please..."

"No," Peter said. "Please. She's my Aunt, she had a heart attack."

A few doctors came in, carrying an empty stretcher. The rest of it was a blur. He remembered them plugging machines in her, following them into an ICU unit. Answering some questions. Signing some papers.

A doctor came out of the room, his face unreadable. Peter looked up at him, dreading what the doctor had to say, a sick knot in his stomach, his body like lead.

"Son," the doctor said. "Your Aunt will be fine."

Peter breathed a sigh of relief.

"You got here in a nick of time."

Peter leaned back.

"You should get home, your Aunt will need some rest," the doctor said. "Get some..."

"No," Peter said. The doctor was taken aback by the sudden interruption. "Sorry. I... I'll be here."

"She's not allowed any visitors."

"I know," Peter said. "But she's my Aunt, I... I want to be there for her."

"Suit yourself."

Peter leaned back against his seat. His body screamed at him to sleep but Peter couldn't stop thinking about Adrian. His heart clenched. Adrian. Adrian was his best friend but knowing that he's the Vulture. Knowing that he killed all those police officers, knowing that his friend was such a monster. It hurt, it made him angry.

But he lost his family. He lost his wife and his kid. And Peter knew what that feel like. He wouldn't know what he would have done if the doctor told him his Aunt was dead. He couldn't bear to even entertain the thought. And his Uncle, a father he never knew he had. Love he never knew he needed until it was taken away from him.

Peter could, no he would save him. Stop him from killing anyone else. Stop his best friend from becoming a monster.

But first he needed to find out where he was going. He ran out of web fluid trying to get Aunt May here and his other web shooter was jammed. He needed to get back home and make sure everything was fine.

And that was when he felt his phone vibrating in his pocket. He took it out and saw that he had a bunch of missed calls from Dick. He picked up.

"Hey, Dick," Peter said. "Now's not a good time..."

"Peter, you've got to hurry to Gotham Private Hospital," Dick said, almost sounding breathless. "Something happened to Barbara."

...

Gus was a janitor and a damn good one at that. A janitor so good he had contracts.

People, normally rich people would call up Gus and tell him they needed something cleaned. Minister getting a little too violent with a girl that wasn't his wife, cleaned. Mayor in a room full of crack and glass, cleaned. Top secret weapon to be kept under wraps, cleaned.

Some burglar had stolen something from ACE Chemicals that they really wanted to keep under wraps. Gus was told that if the weapon was still intact, they were to recover it at any cost. Gus didn't know what kind of weapon it was, probably some kinda napalm but he had his men wear gas masks just in case.

They drove the chemical vat to the river, the giant faded green container rumbling on his truck. The Gotham River was grey with pollution, in the distance you could see the grey fortresses of the ACE Chemical factories spewing smoke in the air.

The boys were supposed to empty out the giant vat. Gus was in charge of a dozen of them. Six of them were heaving, emptying out the nauseating green chemicals into the lake, the other six were on the edge of the river, equipped with some fancy Vibranium tech to keep the weapon in check. They were supposed to bring back the weapon in mint condition otherwise it was off to the chopping block with them.

The green chemicals sizzled onto the lake, causing the lake to hiss and churn out steam. The sound of liquid pouring into the lake sounded like somebody gulping down large amounts of water. It was steady and stable, the hiss of the lake almost calming. Gus could've almost meditated.

And then there was a crash, water splashed upwards. The unmistakable sound of something heavy falling into the river. A human.

''Keep your weapons on the lake boys,'' Gus said. The people over at ACE were very hush hush about everything but they said they had to be very cautious.

Gus was given a cylinder, something to keep the weapon in. they said the weapon would be bouncing all over the place once those Vibranium weapons were in use, so they had to be quick to capture it.

The boys had their weapons trained on the river. The only sound was the churning of the river and the chemicals dripping into the lake, dyeing the river green before being washed away.

Drip.

Drop

Drip

There was a bubbling, the boys tensed up. The river churned and twisted, ready to vomit out what was inside it. Noxious bubbles dotted the river, multiplying like rabbits as the river got ready to hurl.

Only the corpses of dead fish surfaced, their blank eyes reflecting the confused looks on the men's faces.

Gus chuckled. ''Guess we having ourselves some fish for dinner tonight boys.''

The boys on the riverbank all had their heads sliced out before they could chuckle in return.

Gus could barely comprehend the geyser of blood spraying down on him, could barely comprehend blood red scythe turning into claws as a beast dragged itself out of the lake.

The monster was like a whirlwind, slicing and tearing through his men like they were paper raining down blood upon in a torrential shower. He saw Jerry's intestines spill out and Rao's head get crushed like a mango.

One of the boys grabbed those Vibranium weapons and actually fired it, a loud sound wailing from it like a siren. The monster screeched, an inhuman screech. Thrashing around like a rabid dog but one of its tendrils speared the man straight through his heart and soon the wailing stopped as the beast crushed the weapon underneath it's sledgehammer like feet.

Gus made a run for it, his heart beating in his chest like a jackhammer. He could feel the sweat falling down his face and the tears fill his eyes as he adrenaline coursed through his body to get him away from whatever that monster, that thing was.

He leaped inside the truck, everything in his body screaming at him to get away but fear telling him to not start up his shitty car lest he attract the attention of that beast.

He curled over, hands over his head, whimpering like a lost dog. He prayed to whatever god there was out there to get him out of this. Please get him out of this.

He didn't want to look up, he didn't want to look up at all but for some stupid reason he did and he saw the monster eating his friends. Holding them like they were burgers and just tearing through them, gobbling up intestines like they were sausages and chewing on heads like they were jawbreakers.

He wanted to puke, god he wanted to puke so bad. He'd seen a lot of shit in his lifetime but not something as horrific as this. Not as inhumane as this. He shouldn't look again; he couldn't look again but for some reason he looked again.

And saw the beast had disappeared.

He almost, almost breathed out a sigh of relief. The air in his lungs feeling like daggers. He was about to start the car when glass rained down upon him and he was held up high by a beast. He tried shaking, tried fighting but he couldn't. His body was paralysed with fear and all it could do was shake, shake. All he could do was cry.

He stared at the eyes of the beast, pure white and empty. He saw its dagger like teeth and oh god it was grinning. It was grinning.

It took out its tongue, crawling across his face like snake, feeling like razors running across his skin.

''Funny how you thought you could escape,'' the monster said, its voice like a hiss. ''With those tiny little legs of yours.''

The man started to shake but the beast wrapped its talons around his neck.

''Please let me go,'' Gus begged. ''Please, please.''

The monster grinned. ''Sure.''

Gus couldn't believe it when he let him down. He had to look back when he started walking away.

And then he started running.

''On second thought.''

Gus felt something spear him right through the abdomen. He felt his throat constrict and blood gurgling out of his mouth.

Gus fell on the floor. For some reason he thought about the girl he saw at the 7/11. She wasn't much to look at, she wasn't really all that entertaining. He just thought about how he always saw her Friday morning when went to buy his smokes as he did every single Friday. He thought about how it never crossed his mind that this might be his last Friday.

He fell on the floor, gurgling blood looking up at the beast.

''What are you?'' he said, barely able to choke out the words.

''I've learned quite a few English words from my host's vocabulary,'' the beast said. ''Chaos, Disaster. But none seem to stick the landing quite as well as Carnage.''

...

''Weak little Bat,'' the monster said in a whisper. ''What can you do without your little toys?''

The monster leapt. Batman tensed up ready for whatever was coming but before he could react it disappeared.

''Lonely little Bat,'' Carnage said. ''No bird to watch his back.''

Batman felt claws above him grab his cape, he immediately disconnected it as the floated in the air like dust particles, back and forth.

''No wings to fly with.''

There was a slash as a burning pain seared through his back, like a hot knife across his skin. He swung back but only punched air.

''No soul to live with.''

Red hot pain burned across his chest. Three jagged lines cut across his chest, slicing through the Bat's wings and a clean line right through its head.

''And no heart to fight with.''

He was tackled across the room like a paperweight, hurled across the rotten crates and concrete pillars. Blood red tendrils pinned him down on the floor as the beast opened its gaping maw revealing a forest of teeth.

''No Carny,'' he heard. Batman struggled to break his arms free, struggled to move as the beast looked confused. ''No bad boy. We don't eat Batman.''

Carny opened its mouth to eat but the blood red mask peeled away revealing the Joker's pale face.

''Down boy, down,'' Joker said. ''We can't eat him now, he's too interesting to die.''

Batman felt the tendrils loosen their grip around his arms. Despite the pain he punched Joker across the face.

''Ow,'' Joker cried but like a bandage to an open wound Carny snapped over his face.

''You'll pay for that,'' Carnage said.

Carnage stepped towards the wounded Batman, like a cat playing with a dead mouse, the beast wanted to savour every moment.

The beast stopped. ''What's that sound?''

The Batmobile crashed straight into the monster, rubble hailing down upon them and splinters raining on the ground. Red spread across the Batmobile, crawling out of it like a snake. Rain poured down from the Batmobile sized hole in the roof.

''I'm going to rip you apart,'' Carny said. ''I'm going to...''

Carny couldn't finish its sentence as fire roared from the boosters of the Batmobile, both Joker and Carnage screeching in pai as Carnage tried to tear away from the flames.

Carnage thrashed wildly, tentacles splaying around and thrashing at anything around it like sledgehammers.

But Batman wasn't done yet.

''Batmobile set to self-destruct in T minus five seconds.''

Batman made a run for it, grappling on the roof and boosting away.

''Four seconds.''

Carnage tore through the Batmobile's engine, the fire stopped.

He swung his head around looking for his prey and saw him up the roof.

''Three seconds.''

Carnage reached out with his claws. ''You can't.''

He grabbed his leg and pulled down.

''Two seconds.''

Carnage grinned. ''You won't get away.''

Batman tried tugging his leg away but he couldn't.

''One second.''

The Batmobile screeched in harmony with Carnage as the warehouse was engulfed in flames. The explosion knocked Batman forward, the dirt greeted him as he fell.

Batman switched on his comms.

''Alfred,'' he said through a hoarse whisper. ''Alfred. Send help.''

Bruce Wayne's hand fell limply to his side as blood poured out of the hole where his left leg used to be.

...

The man was planted right in the middle of a sea of corpses. Blood stained his hands as he crawled away from the mess of organs and limbs. The man remembered all of it, the killings and the screaming. He remembered the fear in their faces and the blood that came spurting out of them like a fountain.

The man crawled to the riverbed to see what he had become.

...

''What happened to her?'' Peter said, almost out of breath, his body shaking.

Dick had a pale look on his face. ''It was the Joker.''

''The...'' Peter could barely mouth the words. ''Oh, oh god. Is she okay? Please tell me that she's okay.''

Dick sighed. ''She is.''

''Why does the look on your face say otherwise?''

Dick looked down on the floor then at Pete, barely able to meet his eyes. ''The doctors said she might not be able to walk again.''

Peter placed a hand on his mouth, staring at Dick in utter disbelief. ''No, no, no.''

Dick looked at his friend barely able to hold back tears. He saw the guilt tearing apart his face and the hurt shake his body

''First my Aunt,'' Peter said. ''Now this.''

''What happened to your Aunt?''

''The Vulture he...'' Peter stopped then looked away. ''There's something I have to tell you.''

There's something I have to tell you too Pete, Dick thought. There's something I have to tell you too.

''I... I want to see her,'' Peter said.

''You sure...''

''I want to see her, Dick,'' Peter said, firmly, staring at Dick with a ferocious intensity in his eyes.

Dick sighed. ''Okay follow me.''

Dick led him through winding white corridors of doctors dressed in white, of patients sitting on wheelchairs all the while turning back to see his friend, guilt eating at his heart at what he was about to do.

''This is the room.''

Peter stood in front of the door. Conflicting feelings flooding his body. Pain, sadness and guilt. Mainly guilt. If only he was there, if only he'd waited with her. None of this would've happened. With a shaky hand he opened the door and with heavy legs he walked in.

Into an empty room.

Peter turned around. ''What the hell is this?''

He saw Dick sighing, tears falling down his face. ''I'm sorry Pete.''

''Dick what the fuck are you doing?'' Peter said, clenching his fists. ''Where the hell is Barbara?''

''I'm so sorry Pete.''

''Is this some sick prank?'' Peter said. ''What the hell is going on with you?''

''I did what I had to.''

Peter pushed Dick. ''What the hell is that supposed to mean? Huh?'' He pushed Dick again and Dick slammed against the wall. ''WHAT THE HELL IS THAT SUPPOSED TO MEAN?''

The door slammed shut, gas started inching from the corners. Peter ran to the door, ready to rip it off its hinges but his body already felt heavy. He could barely pull the door open as his hand fell off the hinges.

The world around him was hazy. The last thing he saw was Dick, wearing a gas mask mouthing I'm sorry.

...

In the grey river he saw his face. It was a face he barely recognised.

His face was a pale white, his mouth stretched into a permanent grin. His hair was green like the chemicals in those vats. The man had always wanted to be a comedian, the world was too funny not to be one but now, now he looked like a clown.

The man chuckled.

That was funny.

He chuckled even more, chuckling and chuckling until he erupted into a fit of laughter.

A clown, oh my god he was a clown.

He felt something crawling up his back, like a horde of tarantulas it crawled, slowly covering him in blood. Blood that felt like mucus.

Soon his entire face was covered by a monster. A monster with empty eyes and dagger like teeth. Together the man and the monster laughed and laughed. Laughed and laughed and laughed.

They laughed together like two companions, two best friends sharing an inside joke.

To be continued...