This script/fanfiction is very intense. Viewer discretion is advised.

This story is written as a faithful rendition to the character Carnage. This includes, rape and other forms of extreme violence. These are just some of the tags that apply: [Rape][M][F][Mdom][Fdom][oral][anal][humiliation][romantic][dirty talk][incest][mindbreak][Dd/lg][public][gangbang][tentacles][choke][biting][licking][bondage[futa][spitroast][masturbation][spanking][petplay][cheating][breeding][ntr][cuck][medical][drug][violence][torture][expansion][rimming][vore][snuff][long]

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Description:

Carnage, the alien Symbiote-Human hybrid from the Spider-Man/Marvel comics takes his revenge on on the women that Peter Parker loves most.

***

[Optional Opening Act]

Lightning illuminated the night sky briefly highlighting the Ravencroft facility. Inside, Cletus Kasady laid strapped to a table with a demented grin on his face. Four doctors in white scrubs surrounded him while three heavily armored and heavily armed guards watched vigilantly.

"Ooh! So many people, I do love an audience. What's on the agenda for today?" Kasady asked excitedly.

"We're just doing some blood work," said the lead doctor routinely. He was an old, gray haired man whose features time had not been kind to. "Let's make this as quick and easy as possible then we'll leave you alone."

"Ah yes blood work," Kasady replied. "That's a specialty of mine. Perhaps I'll demonstrate for you sometime," he said with a sinister look. "I could even give you some pointers". At the last word a wide toothy grin formed on his face as he smiled from ear to ear.

"Let's just get this over with," the younger female doctor said concerned. "He gives me the creeps."

"Well you can check my pants if you want to know what you give me," Kasady retorted with a knowing smile.

A third, mid-30's male doctor withdrew a syringe from a sterile box while the other two doctors prepped Kasady's arm.

Kasady noticed that the fourth doctor, a younger woman in her early 20's, had kept her distance and appeared afraid of him. He looked at her and said, "Aww what's the matter, afraid I'll bite?" He let the question hang for a brief moment before continuing, "Because I definitely will!" He then began chomping his teeth at her which startled her and made her drop the clipboard that she had been clutching close to her chest. Her reaction made all of the other doctors jump back. The guards then trained their guns on Kasady as he laughed hysterically.

He calmed himself then said, "You are all such fun, but you...," Kasady said focusing on the frightened doctor, "you I have plans for."

"That's enough Kasady!," said the old doctor trying to regain control of the situation. He grabbed the syringe and readied it over Kasady's arm.

"Kasady is dead doc," Kasady said facing the old doctor staring straight into his eyes. "Only Carnage remains. Soon you'll be *screaming* it, I'll make sure." The words came as a chilling promise and hung in the air menacingly as a deafening silence followed.

The old doctor composed himself and forcefully punctured Kasady's arm with the syringe and began drawing blood. Kasady sighed in relief as if enjoying the experience and watched as the syringe filled with his blood.

"You know what I love about blood?" Kasady asked. He continued without waiting for a response, "I love how it's the essence of who a person is. It's the driving force that makes us who we are. It's contained within these "vessels" and hidden and most people just go about their day without even acknowledging the truth of what they really are."

Kasady continued, "This is who I am. This is what I am. This is what it's all about. Why can't everyone be so honest?"

The doctor withdrew the now full syringe from Kasady's arm and a geyser of blood spurted out of the open wound. The frightened doctor screamed in terror and one of the guards yelled, "Get back!" but it was too late.

Kasady cackled as the blood quickly overtook his arm, and snaked its way over his body like red roots. Instantly he was completely covered in the red and black symbiote. "I am Carnage once more!" he exclaimed.

Carnage broke through his restraints effortlessly as the room erupted into frantic screams and gunfire.

Just as quickly as the commotion began it suddenly ended with the room deathly quiet and bodies sprawled across the floor, maimed and eviscerated, all but the frightened female doctor. She hung from the ceiling completely cocooned in red and writhing like captured prey.

"Now we see their true colors," Carnage mused. "Red, just like the others," he remarked.

Carnage stretched his head to meet the young doctor face to face on the ceiling. "You... I'll leave alive... for now at least," You will speak of what you've seen on this day and spread the gospel of Carnage to everyone you meet," Carnage said authoritatively. "If you don't," Carnage said in a sing-song tone. "I'll be back to use you as a live display," he said with a toothy grin. The young doctor shook her head visibly up and down in agreement and moaned "mmmhmm" since her mouth was covered by blood and guts.

With that, Carnage shape-shifted himself into the visage of the old doctor then stepped on the lifeless body of the original as he made his way out of the door and into the corridor of the hospital. "Now, to pay my next patient a visit," Carnage said in the doctor's stolen voice.

[Part 1]

Spider-Man had had a long, hard day of adventuring and crime fighting. He was still sore from his fight with Scorpion and was ready to reenter the world of just being plain ol' Pete. Peter climbed through his open, living room window then closed it behind him and greeted his wife. "Hey MJ," Peter said as he pulled off his mask and walked toward her with a smile and with open arms.

Mary Jane had been watching the news of Spider-Man's latest escapades and was hoping that he would return to her safely. Mary Jane leapt from the sofa and ran toward Peter when she heard his voice and hugged him in a tight, warm embrace. "Hey there Tiger, I'm so glad that you're back."

"It's great to be back home," Peter replied warmly as he returned MJ's hug.

"Great job out there tonight," MJ said as she pulled back from Peter to look him over. She could see his happiness but also the bruises on his face and the fatigue in his eyes."You really let him have it," Mary Jane said proudly. "How about I run you a nice, warm, bath for you to relax in. While you soak I'll finish with dinner and we can have it together there."

Peter smiled and agreed and began to take off his costume as Mary Jane walked in the direction of the bathroom. Suddenly a pleasant smell overwhelmed him and Peter called out excitedly, "Is that my Aunt May's cherry pie?" Peter loved that pie almost as much as his family and was ecstatic that Aunt May had taught her how to make it perfectly as a wedding present.

"You know it," Mary Jane replied playfully.

"I really love you MJ," Peter said with emotion.

"I know that too," Mary Jane said cheekily as she peeked her head out of the bathroom with a knowing smile. "Now don't touch that pie or the oven until its ready. Like all good things you'll just have to wait." Mary Jane reentered the bathroom to the sound of running water from the tub.

Peter studied the kitchen and was taken aback when he saw all of the effort that Mary Jane had been going through to make such an exquisite dinner for them both. He smiled, warm and proud. Peter then spotted and focused on one of May's drawings on the refrigerator that she had made when she was young. He walked over to it then slid it out from under the magnet and held it fondly reflecting on his daughter, and how quickly she had aged into a college-aged woman. He placed the drawing back under the magnet and called May on their personal line.

A few moments passed and the voice of a young woman said, "Hey dad, what's up?"

"Hey May," Peter said happily. "Did I catch you at an OK time?"

"Yeah Dad, I can talk," May said. "I'm just studying for an exam reading one of Dr. Connor's books in my room. I saw your fight today, great job."

Peter smiled and said, "Great. Thanks. I won't keep you long. I was just looking at one of your old drawings and thought that I should say hi."

"I was just over for dinner last week, Dad," May said jokingly. "I'll be back again in two weeks."

"I know, May," Peter replied. "Today just made me reflect on everything that I fight for. I just wanted to say that I love you and I miss you."

"I love you too Dad," May said warmly. "Don't worry. Besides, Spider-Man always wins in the end, right?," May said triumphantly.

"Let's hope to keep it that way," Peter said forcing a laugh then wincing a bit.

"Are you OK," May asked concerned.

"Yeah," Peter replied reassuringly. "Just a little sore is all. Your Mom's actually running me a bath right now if you want to talk to her."

"OK. Eww, Dad. You can stop right there," May said. "Enjoy your "bath" Dad. Talk to you later, love ya."

May hung up and Peter laughed then turned around to see Mary Jane in nothing but a crimson, lace negligee. With her index finger she seductively beckoned him over for another kiss. Then she led him to the candle-lit bathroom and a warm, red, bath bombed, bubble bath. Peter relaxed into the tub and relished the comfort and relief that the warm water brought to his aching body and sighed in pleasured contentment. "This is perfect," Peter said and closed his eyes as he let the water wash away the stress of another day's heroics.

Mary Jane kissed his forehead and said, "I'll be back in a little bit," and exited the bathroom, checked on the kitchen and then walked into the bedroom to set the mood even more. Mary Jane was going to make sure that Peter had a night full of pampering and relaxation. She set up some nice mood music and posed on the bed seductively practicing how she would present herself before him.

The faucet in the bathroom tub dripped crimson and black goo. Peter used his foot to turn the faucet off and the dribble stopped. After a few moments more began to flow into the tub and at ever greater volume and began filling and then spilling out the tub and dripping over and onto the floor. Peter found himself unable to move, as Carnage ensnared him and covered his mouth.

Carnage's head grew out of the water and stared at him with menacing eyes. "Shh," he said and stretched his tendrils down Peter's throat making him gurgle. Carnage clawed at Peter's vocal cords destroying them and choking him until he passed out. Carnage broke both of Peter's legs, then his arms and fingers which jolted him back awake. Carnage then cocooned Peter in the bath tub helpless as he writhed in agony.

"Heyyy there Pete," Carnage said as if they were reacquainted friends. "Long time no see. How've you been?" Carnage continued, "See I just got back into town, I'll spare you the details seeing as YOU PUT ME THERE!," Carnage ended angrily. He continued back in his "friendly" voice, "That's all in the past though. Now I'm looking to reconnect and get reacquainted with the outside world. Sooo, I decided to give my old buddy Pete a lookup and whaddaya know you're right here in this quiet little neighborhood. I just HAD to stop by. And the missus, mmm mmm Parker did you do well. That's a fine piece of ass. You wouldn't mind if I had a go at her would ya? Nah, you wouldn't. I thought so, Pete; you're such a good guy; a pal. I'll go pay her a visit, you just sit tight."

Carnage morphed into Peter and checked himself in the mirror. "How's this", Carnage asked. Peter looked on in terror scanning for any way possible to stop what was about to happen to no avail.

"Don't want her screaming, juuust yet, but it'll come Soon Enough I GUARANTEE," Carnage said with certainty. Carnage quickly shot a tendril into Peter's forehead then withdrew it and changed his arm back into Peter's. "Just accessing your memories," Carnage said in Peter's voice. "I'll leave the door open so that you can hear. Wouldn't want you to miss out on hearing her surprise," Carnage said with menace and excitement.

Carnage splashed some water over himself and wrapped himself in a towel. "Smells like she's got some big plans for tonight. Let's not disappoint." Carnage then opened the bathroom door and walked down the hallway toward the bedroom.

Mary Jane heard footsteps coming into the bedroom. Peter was done quicker than she expected but she hoped that he would enjoy himself. Being Spider-Man was hard work, and so was running a company. Mixing them together often wore him out. What if he was too tired for sex? What if he's overwhelmed and feels that he couldn't do it? What if he tried anyways and wore himself out?

"Stupid MJ!" She said, slapping her face with the palm of her hand. "You didn't think this through at all!" Instead of laying seductively as she had been, she just threw herself into the covers. "I just wanted to do something nice for him."

Carnage-Peter opened the bedroom door and saw the candles and flower petals lined up in the room and smiled. Using Peter's voice he said, "Oh, MJ wow. All of this?"

Carnage-Peter looked at MJ with a lustful hunger. He dropped his towel and stalked toward her like a predator. He crawled onto the bed and began kissing up her legs until he was pounced over her and growled, "your tiger is here and ready for you," then he kissed her passionately.

"Oh, Peter," MJ said enthralled. "I was so scared that you'd be too tired for me tonight." Turning away a bit, she smiled, glad that her plan was working smoothly.

"I always have time for you MJ," Carnage-Peter said as he kissed down her neck. "You're the most important person in the world to me." Carnage-Peter began pulling down the covers.

"Oh Peter..." She moaned as each kiss turned her on all the more. "See? There was nothing to worry about," she thought to herself. "He loves me and tonight is going to be a great night!," her thoughts continued.

Carnage continued trailing kisses down MJ's neck and down between her breasts. He grabbed one in each hand through the negligee and squeezed and kneaded them. He kissed all over her left breast, kissed around her areola, then teasing her nipple. Finally, he kissed the nipple pulling it into his mouth suckling it and flicking his tongue over it.

Carnage moaned in delight as his hands slid down MJ's hips and he brought his thumbs into the waistband of her delicate panties. In one motion he snapped them off of her and looked back into MJ's eyes with an insatiable lust.

"I'm going to give you a night that you won't forget," Carnage said with playful malice in Peter's voice.

Carnage spread MJ's legs webbing them to the bedpost then pinned her arms down by grabbing her wrists and bringing his face directly over hers. "How about we get a bit kinky tonight MJ?" he asked. "I'll play the big bad spider and you'll play the fly; the old damsel in distress, taken by the bad guy." With that, Carnage began to chuckle uproariously.

"Haha. Oh, wow. I'm sorry, but this is pathetic," Carnage said in a mocking tone. "I can't believe that you'd go for this lame sappy stuff."

He backed up a bit examining MJ's face reveling in her befuddlement. "Oh Mary Jane, you were expecting a pleasant evening," Carnage said in an almost regretful voice. With depravity in his voice, he continued, "Well don't worry, I'll make sure that you'll get everything that's coming to you!"

Carnage knelt down and took a long sniff of MJ's neck and exhaled in delight. "Mmm. Arousal and fear. Delicious," Carnage said into MJ's ear in his own voice.

He pulled his head back to show a demented grin on Peter's face that slowly morphed into Kasady's and began cackling as he morphed into Carnage once more.

Mary Jane tried to scream, but found that she couldn't find her voice. She tried calling for Peter, but all that came out was a breathy gasp. Her mind was racing with fear as the terrifying creature had her caught in his web. Everything about this man was dangerous and terrifying and she was helpless against him. Still, Mary Jane held out hope that Peter would come save her. Above all else, she hoped that when he did show up, that he wouldn't be too late. "He has to still be in the bath," thought Mary Jane. "Maybe he just can't hear me", she thought. She tried again to scream again, and let out little more than a whisper.

"Aww what's the matter Mary Jane," Carnage mocked, "can't speak? Here let me help."

Carnage called out in panic mimicking Mary Jane's voice, "Peter, Peter, Spider-Man please come save me!" Carnage laughed callously.

"Ol' Petey's out of commission," Carnage said like a stereotypical mechanic. He continued, "I payed him a quick visit before I came to see you. Don't worry though, I got his blessing beforehand. It was something like, "[Carnage makes gurgling sounds].""

Carnage licked along Mary Jane's face tasting her then asked, "Now what's on the agenda for tonight? Let's see: an escaped convict and the person who put him there's wife spread naked and stuck to the bed before him, what to do, what to do?" Carnage brought a hand to his chin mocking a pause for thought. "I know!," Carnage said earnestly answering his own question. "Let's play divide and conquer. You're already divided, so now it's time to conquer!," Carnage ended using more of the voice of the symbiote.

Carnage reveled in Mary Jane's fear and sought to further savor it by taunting her more. He asked, "Do you want to know the best thing about being bonded with a symbiote?," Carnage paused for a beat then replied, "You get to have absolute awareness of every part of your body." Suddenly Carnage sprang a huge red cock from his torso, letting it rest between MJ's legs. "Actually I lied," he continued, "The best part is that I also get as many appendages as I like." Instantly a second cock sprang right below the first, both of equal length.

"Which fucking hole do I choose first, MJ," Carnage sadistically asked. "Or do I make another and fuck you in all four at once? I would start with your mouth but I'd love to hear you scream."

Gasping, MJ struggled. She was terrified of this man. While Venom was scary, he had nothing on Carnage. "Please..." Was all she could muster, weakly begging for mercy. A million thoughts ran through her head and none of them were good. The fear she felt showed obviously on her face as she began to tear up.

"So polite," Carnage replied. "Of course, I'll be happy to oblige," he said happy and eager.

"Carnage lined his cocks up with MJ's pussy and ass hole. They both throbbed with anticipation. "So wet already, is this from earlier or is your body already betraying you?," Carnage mocked. "Don't worry, I'll go slow. I want you to savor every inch," Carnage said.

"Psyche!" Carnage exclaimed. "All at once!"

Carnage mercilessly drove both cocks into Mary Jane thrusting deep with a long sigh of relief.

Mary Jane finally let out a wild scream as she was penetrated. Whereas Peter was always gentle and moving, Carnage was rough and uncaring. She had never even done anal before. Still, her worst fears were realized when some of the symbiote spread to her crotch.

"Oooooh!" Carnage exclaimed. "Yesssssssss," Carnage hissed. "Scream for me MJ. Make that throat as raw as Parker's. You're so fucking tight and wet for me. You feel so fucking good. There ain't nothing like good rape on a fine summer evening."

"You're enjoying this MJ," Carnage taunted. He then changed his voice to Shawn Wayans' from Scary Movie and said, "But wait there's more. Hold on to your seat baby 'cause this one's a SCREAMER!"

Carnage plunged in and out of MJ's pussy and ass with vigor pulling himself deeper into her as he held onto her waist. The red and black tendrils of the symbiote began crawling over MJ spreading like vines. The symbiote vibrated over MJ's clit alternating between pulsing, low and high vibration responding to her cravings.

Carnage said aggressively between thrusts, "At.. first.. I.. was.. going.. to.. fuck n' kill you.. But now... that.. I've seen... the whore... you really are... I'm going to BRING ... that out of you. I'll.. Make you CRAVE ME, you wont be able to live without ME!."

Carnage savagely ripped MJ from the webbing, then flipped her onto her stomach and began fucking her more aggressively into the bed. The symbiote began taking over more and more of MJ's body with each passing moment.

Carnage growled into MJ's left ear as he thrust into her as her crying, screaming and moaning was muffled by the bed, "I.. will.. EMBED myself.. SO.. FUCKING.. FAR... into you.. and DISSOLVE.. your.. FUCKING.. WILL. You.. are.. a.. SLAVE.. to.. PLEASURE.., a.. SLAVE.. to.. PAIN.., a.. SLAVE.. to.. mindlessness. A.. FUCKING.. SLAVE.. TO.. ME!

Carnage grabbed MJ's hair with a third arm that sprouted from his chest and pulled her head up. He taunted her again, "Scream Louder for me MJ! Let Peter and the Whole World hear what a SLUT you are for me!"

The symbiote covered more and more of MJ's body, taking her over and injecting her with both pleasure and pain to every inch that it covered.

"BOND WITH ME MARY JANE! EXPERIENCE MAXIMUM CARNAGE!," Carnage roared.

Peter's worst fears had been realized when he first heard MJ scream. It echoed throughout the apartment and most assuredly throughout the entire building. Mustering up the rest of his strength, fueled by fear and adrenaline and fighting through the pain of his broken bones, Peter broke free from the webbing and inched his way toward the bedroom guided by Mary Jane's wild screams and Carnage's taunting. Peter froze in place as Mary Jane, now covered completely in the symbiote, aside from her hair, bounced back in rhythm with the maniacal creature.

"I give in!," Mary Jane yelled in a lust-fueled fervor. She continued, "I will do whatever you say, Carnage! This pleasure... This power... It's so much more than anything Peter could ever give me!"

Tendrils shot from Carnage's back pinning Peter's arms and legs in place at the doorway.

"Ah, Parker. Broke your bones even further I see. You enjoyed the show so much that you decided to get a front row seat; I'm touched," Carnage taunted. He continued, "Don't worry. I've got you, and MJ, covered. Literally!" Carnage cackled wildly in amusement.

Carnage dragged Peter haphazardly across the floor then suspended him by his arms and legs beside Carnage and Mary Jane as they rhythmically writhed in unison. Four smaller tendrils sprouted from the two suspending Peter's arms and they held Peter's eyes open. Carnage coldly stated, "I want you to watch your beloved give you the ultimate betrayal."

"Cum for me MJ!," Carnage commanded. "Let me taste your desire! Show Parker who your cunt, mind and body belong to!," he roared.

The words and sensations that assaulted Mary Jane were too much. Her body shook with an extreme orgasm as she gave in to Carnage. "Yesssss!" She hissed as her body responded to Carnage's demands.

"Fuck yes!" Carnage growled as he felt MJ tense and squeeze both of his cocks as she came for him.

Carnage looked at Peter's horrified face and grinned. "This is what you've wrought,' Carnage said pointing a finger at Peter. "You've sowed the seeds for this by your actions. So too will I spill my seed within her!," Carnage stated.

Carnage thrust again into MJ and moaned in an alien/human hybrid as he flooded both MJ's ass and pussy with rope after rope of his cum.

Carnage and Mary Jane undulated intertwined for a while as they savored the aftershocks from their orgasms. Then Carnage slowly pulled out of MJ, his cocks coated in the mixture of both of their cum. Then a river of hot white cum ran from both MJ's ass and pussy spilling out onto the bed.

Carnage snapped his head to Peter and exclaimed, "Your bitch is mine!" Carnage could feel that the bonding with Mary Jane was complete. She had submitted to his control and he could feel everything that she felt and he could make her feel whatever he wanted her to.

[Optional Endpoint]

Still not satisfied, Carnage turned back to MJ and merged his two cocks into one even larger cock. Tendrils sprang from his body and merged with the symbiote covering MJ's body. Carnage twisted MJ back around and brought her face down in front of his cock. He lifted her head up with both hands on either side of her face reveling in the lust he could see in her. Red and black tendrils sprang from MJ's back grabbing and binding her her arms at the small of her back. Another set grabbed her ankles bending her legs back leaving MJ hogtied. Carnage shot a strand of webbing to the ceiling and entwined it with the tendrils tying up MJ suspending her in the air.

Carnage pushed MJ which caused her to swing back and forth in an arc and rock toward him at a perfect angle and height. A swarm of thin tendrils erupted and snaked their way toward MJ's pussy and ass. Each one seemingly independent, some began teasing her clit while others began slapping her ass all over, others still began teasing at MJ's pussy while others traced the outline of her asshole. Three tendrils continued to take turns plunging in and out of her pussy pumping like a piston. When one would thrust in another would thrust out. Another two did the same to her ass. The tendrils spanking her split into more, thinner tendrils and began whipping Mj's ass like a cat o' nine tails. Carnage sprouted another set of hands to grab and squeeze at MJ's breasts. They massaged and pulled at them and tweaked her nipples.

"Good girl," Carnage said. "Let's see how loud you can get when I put that mouth to use."

MJ immediately and eagerly took Carnage into her mouth. As parts of the symbiote bonded with her body, she felt that she gained more control. She could command the symbiote that was tying her down and holding her, but she only commanded it to tighten its grip on her. Her tongue, on the other hand, had become more snakelike, as if her mouth had been affected by the symbiote, which it indeed had. Her bonding to the symbiote allowed her to also shape shift her body to accommodate whatever Carnage desired. Of all the men that she would have ever thought about sucking and fucking, Cletus Kasady had never even crossed her mind. It was only then that she saw how foolish she had been. She knew that no matter what, staying with Peter would only bring her discomfort and frustration. His constant care for everyone but her often made her feel less important. Carnage, on the other hand, empowered her and made her feel wanted. The symbiote did as well.

MJ wrapped her newly morphed tongue all the way around the cock in her mouth, sliding it back and forth with her mouth to bring him extra pleasure. This was how a real woman -a powerful woman- pleased her man.

Peter looked on in horror unable to do otherwise as he was forced. A torrent of tears ran from his bloodshot eyes and his face was locked in a silent scream.

Carnage sighed in pleasure as MJ ran her newly modified tongue over his cock. "Mmm. Getting the hang of your new abilities," Carnage said. He thrust back and forth into mouth and down her throat. Had she not been transformed he would have penetrated her neck. Carnage alternated between skull fucking her and slapping her face with his cock all the while MJ's tongue never let go.

Suddenly a loud banging came from the front door was soon followed by, "Police! Open up!"

Carnage and Mary Jane stopped as Carnage instantly retracted his tendrils and dropped Peter to the floor where he crumpled. Mary Jane hissed with displeasure, "they will pay for interrupting my pleasure." The symbiote engulfed her body, completely covering her. She sent out a flurry of spikes that penetrated the cops outside. She opened the door to see the deceased men lying all around the corridor.

"We must find somewhere else to stay. There will be more." Mary Jane said, complaining that they had been found out.

Carnage smiled proudly at MJ's proactive actions. "Very good," Carnage said. "You're right. I know a place where we can finish in peace. After, I'll take over this city with you as my first disciple."

Carnage paused and looked at Peter who looked defeated. He held Peter up in front of Mary Jane. "Take care of him. He's been a thorn in my side for far too long. What better way to end him than than by you, the woman he loved. Carve him up and paint my name in his blood all over the walls, then we'll go." Carnage grinned a wide toothy smile and licked his teeth in anticipation.

[Optional endpoint]

"I have a better idea. Why don't we make him watch as we take all of the women he's ever loved: Gwen Stacy, Felicia Hardy... He can watch everything he's ever worked for crumble. Then he may die." Mary Jane lets out a villainous laugh as she walked over to her former lover and slapped his face.

Carnage thought for a moment, angry that Parker would be left alive but the thought of humiliating him even more was difficult to pass up.

"Oh, he will die," Carnage hissed. "But not yet," Carnage searched MJ for betrayal finding none. Carnage let go of Peter, letting him collapse again to the floor. He sent tendrils again into Peter's mind to access Peter's memories of the two other women to find out where they lived.

"Gwen Stacy is closer. Let's go there now," Carnage said. He webbed Peter in a net and threw him out the window, webbed MJ and pulled her toward him and jumped out of the opening. As they were airborne Carnage threw MJ into the air and said, "Sink or swim time, follow me."

They quickly left the scene as the sound of multiple sirens were approaching the Parker's building.

[Part 2]

Mary Jane easily gained control of her webs. It felt odd at first, but she grew to love the feeling of swinging through the city. She remembered when Peter would explain how it felt and found that the experience greatly trumped even being carried by him through the air. She was having fun and smiled as she followed Carnage.

As they approached Gwen's apartment, Mary Jane could see that Gwen was already naked and wet, still drying off from the shower that she just stepped out of.

Carnage crashed through Gwen's bedroom window and webbed Peter to the wall beside Gwen's bed. He webbed Gwen's mouth shut before she could scream although she still tried. The muffled cry was still quite loud.

Peter was in excruciating physical, psychological and emotional pain. He was stuck and helpless. He felt hopeless and broken while horrified of Gwen suffering the same treatment as Mary Jane.

MJ entered as Carnage webbed Gwen as she attempted to escape and yanked her toward him. His long tongue licked up her cheek tasting her tears. "Delicious," he said, "but not ripe yet. Oohh MJ...," Carnage called. "I want an assistant for this one. Looks like she has already prepped herself. What great timing."

MJ manufactured a large cock out the symbiote that she wore. "I want to fuck this bitch up. She always managed to steal Peter's attention from me. Now, she's gonna learn to serve us!" Mary Jane threw Gwen to the ground and then picked her up by her hair. "Are you ready, you bitch? I wouldn't bite if I were you. It won't hurt me, but you won't like what happens." MJ cut the webbing with her sharp nails and shoved the cock straight into the Gwen's mouth.

Carnage smiled a wide toothy smile. "The aggression, the lust, the debauchery, I'm tingling with delight," Carnage said. Carnage pushed Gwen's head over MJ's cock and forced her to take it all. He pushed her head back and forth over and over which makde Gwen gag, slobber, spit, choke and gasp for air. Carnage held Gwen's head down as she thrashed for air and her eyes went to the back of her head. In the final moment before Gwen passed out, Carnage released her and she coughed and drooled with a primal scream and collapsed to the floor.

"We're not done bitch!," Mary Jane yelled cruelly. Carnage lifted Gwen into the air and spread her legs on either side of him. Then he grew both cocks again and plunged into Gwen's pussy and ass which made her scream as MJ gagged Gwen's mouth with the symbiote cock. Carnage pushed and pulled Gwen's body toward him as he thrust aggressively into her, both Mary Jane and Carnage pushed and pulled at Gwen's body like a fuckdoll.

"Fuck, she's so wet already. The slut is loving it" Carnage said. "Fuck that throat MJ," he yelled.

"How is it Parker, to watch your first love get fucked by the 2nd love of your life. Feels like she's having fun, though she may try to deny it now, but not for long."

MJ already had a plan. She would fill this slut with as much of the symbiote as she could. It would either kill her from the inside out or enslave her. Either worked for her. As MJ was on the verge of orgasm, she wrapped a cocoon around Gwen's head, and pulled her all the way in ash she shot load after load of the symbiote into Gwen as she moaned and enjoyed a pleasure she had never experienced.

The symbiote began to spread inside of Gwen as it covered her outside. Gwen's bloodshot eyes shot open wide as she felt the alien substance as it took over her body.

Carnage growled as he fucked Gwen harder and harder. The transformation was already taking place turning her. The process hastened with each passing moment and began spreading from her lower body as well.

"Fuuuck!" Carnage exclaimed as he came into her pussy and her ass. He squeezed her thighs and dug into them then. When he was finished, he let go of her letting her collapse to the floor. He watched as the transformation neared its completion.

"Good girl, MJ," Carnage encouraged her. "Teach her the way of Carnage."

Carnage reveled in the power he gained from fucking Gwen and humiliating Peter further. He shared in the pleasure MJ felt as well as the conflicting emotions and emerging lust of Gwen. He had never felt better.

Gwen was trying to resist. She knew that she had to, but the symbiote felt so good. Did did she really want to though? The symbiote was making good points. It kept telling her that if she submitted, she would never have to worry again. All she needed to do was give up control and her life would be better.

The symbiote continued to ravish Gwen's body with pleasure as she writhed on the floor. It stimulated the pleasure centers of her brain and flooded her with endorphins and an insatiable lust. "Join me," Carnage commanded. "Or die having your body get ripped apart as we fuck you again senseless," Carnage sternly added. "It's all the same to me."

Carnage shot a large tentacle from his arm that sprouted into countless tendrils that began spanking her ass and rubbing her clit. They smacked her breasts and rolled her nipples. Another tendril leashed Gwen's neck and tightened.

Gwen's eyes clouded over as she began to give in. Tears ran down Peter's face as the two women he loved were being captured and enslaved by one of his worst enemies.

[Optional Endpoint]

MJ laughed as she looked at Peter, "Look at him. He's crying!," she mocked.

Spider-Man cried out to her but his voice was still gone. He mouthed, hoping to bring her back, "Mary Jane, stop, please! I love you!"

The wicked woman rolled her eyes. "Carnage, wouldn't it be nice if he had a cock in his mouth to shut him up?," Mary Jane asked deviously.

Carnage slapped MJ's ass and said, "Ooh, you wicked girl. Do it. Choke him."

With an explosive orgasm, Gwen's bonding and transformation was complete. It had left Gwen her in an obedient, mindless, feral, voracious state. Carnage stretched out his hand and a leash formed out of Gwen's neck. He yanked on Gwen's leash, pulling her toward him. Gwen fell to sit on her knees and panted with her tongue out to await further instructions. Carnage then ripped Peter from the wall and bound his hands behind his back and kicked him on his knees on the floor before MJ to mimic Gwen's position.

Gwen began licking up MJ's legs with her new, long and flexible tongue. As her tongue snaked its way up to MJ''s ass she parted both cheeks and began rimming MJ's asshole.

Carnage lifted Gwen so that she was standing bent over and thrust his cock back into her pussy fucking her again. Carnage sent a large tentacle to wrap around MJ's throat and into her mouth fucking it too. Gwen began fucking MJ's ass with her tongue plunging away with each thrust.

Carnage felt the breeze from the broken window. Across the street some neighbors watched the action, some in shock and others in curiosity. A frantic elderly woman began dialing 911.

"We've got an audience," Carnage triumphantly stated. "Let's not disappoint."

MJ sucked lovingly on the tongue in her mouth. Then, she got a brilliant idea. Pulling off, she looked at Carnage, "You know, my love, I am quite famished," looking at Peter, she licked her lips, "Would it be terribly rude of me to eat him?"

Carnage pulled out of Gwen's pussy and slapped her ass indicating for her to fall back to her knees.

Carnage quizzically looked at Mary Jane and suspiciously asked, "I thought that you wanted Felicia next." He continued, "Though now that I think about it, she's with Brock and he's still bonded to my (air quotes) dad. I suppose we could reschedule our little family reunion for some other time. Besides, the quicker we're done with Parker the better. Go on girls, it's dinner time!"

Carnage let go of Gwen's leash. She was ravenous and feral and lunged at Parker as soon as she was let go.

"I get the head," Carnage said morphing his arm into an axe preparing to chop. "Divide the rest among yourselves."

Mary Jane blocked both Carnage and Gwen, and stood in front of them. "No. He was my husband; he is my meal and I intend to swallow him whole." She smirked and turned around and wrapped a tendril around Peter's body, "Shh, now, Peter. Don't you worry. Your wife is here." Mary Jane licked Peter's face and his eyes lit up with hope.

"You stupid fucking bitch," Carnage growled. He sent a flurry of tentacles from his body and entangled MJ and squeezed her like a python.

"Gwen, pin our meal as I deal with this insubordination," Carnage said coldly.

Carnage's mouth opened wide and revealed endless rows of long, sharp, white teeth, and multiple tongues licked his lips in anticipation as he began to take on an even more monstrous form.

Carnage explained, "You've got this confused. The bit of autonomy you have was a gift. I'm beginning to think I misjudged you. I completely broke Gwen since she tried so hard to resist, I thought that you were too easy to break and it was confirmed when you first defied me by prolonging his life. Fortunately for you both, I spared you both on a whim since I liked your idea. Perhaps I should fully break you into another mindless thrall, or I could feast upon you and then Parker."

Carnage ravaged MJ's body with intense pain and took control of her symbiote and replaced the pleasure it once gave her with pain.

Carnage coldly stated to the naked Mary Jane, "You have precious moments to explain yourself."

Mary Jane attempted to speak but was overwhelmed by pain and withdrawal from being without the symbiote. She gasped loudly and began to lose her breath and consciousness. Suddenly, an ear-splitting noise rang out. Peter had found a sonic device that he had left Gwen in case of emergency and activated it wit his mouth and directed it at Gwen Stacy and melted the symbiote from her body.

Peter then directed the sonic device at Carnage. He felt the immediate sting of the device and the symbiote thrashed about and began to melt and rip from Kasady. He let go of Mary Jane and staggered. The symbiote that once covered Gwen was left in a small goop recoiling from the sonic waves. Carnage shot spikes and webs wildly in the direction of the noise and staggered back toward the window. Gwen's symbiote fought to rejoin Carnage giving him a temporary boost of power.

Mary Jane, in a desperate attempt to rejoin the symbiote screamed and ran to knock herself and Carnage out of the window, away from the sound. Peter mustered all of his strength to grab Mary Jane before she could fall and kept her inside against her thrashing and resisting.

Mary Jane felt completely empty without the parasite, without Carnage. The pleasure... The love and loyalty... It was addicting. "Carnage! Please! Don't go! I need you!," Mary Jane cried as Carnage fell into the manhole below. Mary Jane cried as tears streamed down her face as Peter held her tightly and directed the sonic waves at her to ensure there were no traces left. Mary Jane protested and exclaimed, "Let me go! Let me go!" She thrashed until she laid in a crumpled heap on the floor without the energy to move.

"You will die Parker!" Carnage hissed. "I will return and have my revenge!"

[Part 3]

Several days after the event, Peter, Gwen and Mary Jane were in the Baxter building being looked over by Reed Richards and guarded by Johnny Storm. Gwen was mindbroken and catatonic. Peter's bones were still broken but were on their way to healing with his regenerative healing factor and Reed's wonder drugs. Mary Jane was physically well but she was inconsolable. What they mistook for trauma was instead withdrawal.

Curled up on her bed, MJ cried once more. "Carnage... I need you. I shouldn't have stood in your way. I'm sorry for disobeying you. Please, take me back! You were right! He should die! He took you from me!" She buried her face in her hands as she essentially prayed to the beast of a man. She needed him.

Carnage seethed with anger still upset over what he considered a betrayal. He replayed the events over and over again in his mind while he took out his frustrations of the homeless, consuming them indiscriminately.

"Why did she do it?," he asked a homeless woman angrily. She screamed as he swallowed and her screams were silenced by loud crunching and gnashing off teeth.

"I underestimated Spider-Man just like I always do. Never again!," Carnage vowed.

Carnage could hear the faint pleas of MJ and for the first time there was division in the entity. "So now she's begging to return, oh I'll make her beg. Her torture will be long and relentless," said Kasady.

"I miss her," said the symbiote. "She was fun to play with and her emotions were delicious. She has so much to give."

"She had her chance and she defied me," responded Kasady.

The symbiote explained MJ's intentions.

"She's a greedy girl, and a brat," said Kasady. "She is a good fuck and has a wicked imagination though. I should have given her more instruction. I should have known better than to give her too much responsibility and a loose leash. I'll get her back and instill discipline. If she wants to eat him I'll make her eat every bite, even if I have to shove him down her throat."

Carnage set fire to the alley and the adjacent buildings while keeping his distance. He threw bombs to start fires to the entire block hoping to lure Spider-Man. Then he made his way to Mary Jane sensing her to lead the way.

The huge fire threatened to spread further than the two blocks already engulfed. The FDNY were trying their best to battle the flames but there were still people trapped and in danger. Johnny looked at the news alert, then back to the Fantastic 4 and exclaimed, "Flame On!" He then flew out of the window to combat the flames.

Mary Jane figured that she needed a shower. She would try anything to clear her mind. With her lover seemingly gone for good, she trudged to the bathroom, then turned on the shower. As the water ran, MJ began to remove her clothes. Before stepping in, she leaned against the wall and began to finger herself while moaning, "Oh Carnage, I need you back. I'll do anything you ask of me. Anything at all."

Carnage rose up from the drain and reformed invisible. He clung to the wall of the shower and watched MJ.

A series of firetrucks, ambulances and police cars passed by on their way to handle the blaze that Carnage had set. He uncloaked and wrapped MJ in his tentacles and covered her mouth, silencing her "Shh," he hissed into her ear then licked it.

Outside the door Reed Richards knocked then said to MJ, "Look we know that it wasn't your fault. It was all Carnage and his brainwashing and manipulation. We can all talk about it later. There's a fire downtown and we're going to see if we can help. We'll be back as soon as we can. Our doctors and assistants will still be here if you need us." The sound of footsteps resounded as he hurriedly ran and jumped out of the still-open window. In the distance, Ben Grim could be heard mumbling about jumping through windows. Then the elevator dinged, opened then closed and left relative silence.

MJ shuddered with relief and pleasure as Carnage's tongue circled her ear, eventually going inside. If her mind wasn't lost before, it was then.

As he let go of her, MJ fell to her knees before him, crying, "I'm so sorry. I see now that you should be in charge! I was foolish and-and-and reckless," she stuttered trying to collect her thoughts. "He should be dead and he would be if it wasn't for me."

"You speak truth," Carnage said as he placed a large, clawed hand over her head then gripped it. "You were foolish, reckless and defiant."

Carnage's hand slowly slid down MJ's face lightly grazing her with his claws. He then retracted them forming a human-like hand and lifted her head by her chin. Carnage smiled then said, "I love foolish, reckless and defiant, but it has its place; remember." MJ rose and smiled with newfound joy.

"I am willing to overlook your transgressions but I will have to punish you," Carnage said almost lovingly.

"If you prove to me your loyalty and devotion I will allow you to return to my side."

Carnage draped the symbiote over MJ's head reminding her of the power and pleasure that she was missing then, reabsorbed it into himself. Mary Jane shuddered in pleasure at the memory and then violently convulsed as it was taken away from her.

"I am going to hurt you. Severely," Carnage said. "I will break your mind and your body and reshape you to my liking. Then all will be forgiven. Remember this during your trials."

"I will do whatever it takes," MJ said earnestly.

Carnage bit MJ injecting her with a chemical causing her to instantly fall asleep.

At an abandoned factory, the only light came from the full moon outside. Carnage strung MJ up attaching each of her limbs to long webs spreading her like a star. MJ would awaken at any moment.

Mary Jane looked around the room. She found her body bound as if she were caught in a spider web, the truth in a manner of speaking. She somehow gained immense pleasure from the knowledge, and her body began to tingle with anticipation.

"Pain is pleasure," Mary Jane said to herself aloud. "I need to love pain like Carnage. Then he'll love me again!," she thought to herself. Mary Jane had made up her mind then and there to obey Carnage no matter what. He is where she belongs. Nowhere else.

"Welcome back to the land of the living," Carnage said behind MJ. His voice echoed throughout the building as if he was in all places at once.

"This time I chose a better location for your reeducation. It is remote, so you can scream and cry to your hearts content if you feel the need; I greatly encourage it".

"This will be the site of your burial," Carnage said sinister tone. He continued more optimistically, "It will also be the place for your rebirth."

Carnage paused to let his words sink in.

"You will internalize two things above all. 'You are Carnage's cunt. You will obey.' Repeat!," Carnage commanded. "These are the only two phrases that you may speak tonight".

A sudden sound of a whip cracking the air came right by MJ's ear, narrowly missing it. "You have a problem with following instructions so we'll begin with making sure that those ears work!" He cracked another tentacle by her other ear making another loud sharp sound.

Carnage sent a tentacle to whip MJ's back right below her left shoulder. "What are you!," Carnage asked. He sent another to her right. "What will you do?" The tentacles then gently rubbed where they hit before cracking into her again.

A bombardment of smaller, thinner tentacles flogged her ass and her legs.

The tentacles healed MJ's body just as quickly as she was wounded assaulting her nerves wracking her with pleasure and pain.

The overpowering thought in MJ's mind during her whipping was that she wanted to please Carnage. Everything she did from now on would be to bring pleasure to him. "I am Carnage's cunt! I will obey!" She said, with each crack of the whip and each strike, she repeated the phrase. MJ's body further responded by growing warm with pleasure, her pussy slick from excitement.

"...Carnage's cunt!" She said, trying to be louder than the whip, straining her voice. "I will obey! I am Carnage's cunt!" Over and over again, the phrase was burned into her mind, her ears, her mouth, and her heart.

Carnage withdrew the tentacles allowing MJ a bit of rest, remembering that she was still human. He walked around in front of her, his silhouette outlined by the faint moonlight. He could see her perfectly in the dark and reveled at the sight of her. He thought her resolve was commendable.

Carnage whistled for Gwen and she came running and sat on her knees at his feet looking up awaiting further instruction. "Nibble," Carnage instructed as he inspected MJ's body for ways to further break her.

Gwen, in her symbiotic state began to bite all over Mary Jane making her scream. Gwen then licked the wounds to heal and sooth her. She went on continuing as instructed incessantly.

Carnage spotted MJ's glistening wet dripping pussy and made a large toothy grin, the white of his teeth visible. Carnage stretched a tentacle toward MJ's pussy, lightly grazing her lips teasing her and coating it in her juices. He brought the tentacle back to his lips and tasted her pleasantly moaning in delight.

"Mmm. You taste delicious. Oh, but you're not ready yet."

Carnage sent tentacles to wrap around MJ's breasts squeezing them tight, the tips of them began stimulating her nipples. Five tentacles stretched toward her and morphed into clawed hands. One raked at each, her arm, one over her stomach and between her breasts and the other two at her legs. He sent another tentacle to rub and lick at Mj's clit and yet another to tease her entrance.

"Pleasure is pain; pain is pleasure; all for me!"

Every sensation set MJ further and further on her path of wanton lust. Every bit of pain she felt was transformed into pleasure. And it was all for him. Words eluded her as her body convulsed, pleasure evident across her face as she reached the hardest climax she had ever had.

"Good! More. More!!" Carnage demanded. Carnage pulled harder at MJ's nipples and squeezed her breasts tighter. The tentacle teasing at her entrance split into two large tentacles and began thrusting roughly into MJ's ass and pussy. "I can't hear you! Who's cunt are you? Who will you obey?" Carnage yelled at her. He sent another tentacle to wrap around MJ's neck choking her and letting up only when she was on the verge of passing out.

"Good Girl Gwen, stop," Carnage commanded. Gwen immediately stopped and returned to her sitting and waiting position. Carnage stretched his head close to MJ's and licked at her tears. "Perfect, now you're ready," he said. Carnage bit MJ's neck imbuing her with pleasure and causing the symbiote to bond with her again.

MJ felt the familiar sensation return. She felt herself be dropped as the symbiote overtook her once more. "She-Carnage is your cunt. She will obey." Kneeling before him, MJ bowed to show her full submission.

"Good girl," said Carnage. "Open your mouth and receive your gift," he said. Carnage's cock sprang forth huge and erect. He thrust into her mouth vigorously as he held her head in his hands. They were once again connected in unearthly pleasure.

[Optional Endpoint]

As Mary Jane opened her mouth, Spider-Man and Spider-Woman crashed through the window. "Stop, let Mary Jane and Gwen go!" Peter yelled.

Carnage spun his head 180° and spotted the two intruders. It was still dark but he could see them perfectly. He pulled Mary Jane up by her head to her feet and snapped for Gwen to follow as he led them into the shadows and began to taunt the heroic duo.

"So you've found us. It took you long enough; weren't you happy to have had a nice trail of death and destruction leading you here?" Once again Carnage's voice echoed about the factory.

Now coming from the opposite side Carnage spoke again sarcastically, "You're welcome by the way."

"Oh Jessica, you're here too?" Mary Jane mocked. "You'd look much better in just red, though we may prefer coating you in your blood instead of the symbiote."

Carnage said, addressing Jessica, "I enjoyed our last encounter. Breaking your slutty little mind was almost as good as fucking your holes. It's too bad how that turned out. You could have been a good little cunt , spreading and receiving the joys of Carnage. Instead, I'll make you beg for death. I'll taunt you with the release you so desperately will seek only to leave you again in squalor. Eventually, in my ever-patient mercy I'll grant it. Your torture could span days or years."

Carnage continued to taunt them lurking about the darkness waiting for the perfect opportunity to strike.

"Peter's death though will be swift," Carnage said with seething anger. "He will be consumed by the women that he once loved. You could be a part of that harem you know. "'Till death do you part". How prophetic." Carnage laughed raucously.

Carnage was wary of the sonic devices and knew that those had to be dealt with first. He pointed them out to Mary Jane and Gwen as priority #1.

Mary Jane nodded. She understood the potential danger. She could be separated from the symbiote once again and she couldn't... She didn't even want to think about that.

Mary Jane leapt from the shadows and sent out spikes that shot through Spider-Woman's arms and legs that pinned her to the wall and immobilized her. Mary Jane then knocked Spider-Woman out with a solid symbiote fuelded punch. "You idiots will not ruin Master Carnage's plans!" Mary Jane said, hissing with malice and contempt.

"Mary Jane, fight it! You can do it! I know you're still in there!" Peter exclaimed, begging her to come back.

"You fool," Mary Jane licked her lips, anticipating her meal, "I chose this. I wanted him back ever since we were separated." Smiling wickedly, she quickly webbed Peter to the wall and nodded at Gwen. Both women would handle this while Carnage watched on.

Peter fell to his knees, broken and unable to handle the pain of his disrepaired body. With a loss of words Peter looked up at Mary Jane sadly. Mary Jane released a tendril and wrapped it around Peter's neck, choking him.

"Nighty night, Tiger." Mary Jane opened her mouth and began to shove Peter down her throat as he struggled for air and freedom.

Carnage smiled proudly as his progeny consumed her husband. "Well done," he said. "After all of the years these years..." Carnage said happily.

"Now for you," Carnage said to Jessica. "Witness your demise with envy," Carnage sent a flurry of tentacles and lashed at her, ripping her costume and her skin. Each tentacle injected into Jessica a toxin, every seven whips of pain with one injection of pleasure. Carnage licked at Jessica's wounds and moaned in delight. "Mmm. Delicious." He ripped Jessica's mask from her and slapped her face back and forth. "Cry for me," Carnage said. "Beg me for forgiveness. Curse my name. You will hate me until that hate turns into devotion. You will love hate, you will love pain and crave it." Carnage laughed with satisfaction. "This is going to be so good."

"How did he taste?," Carnage asked Mary Jane as he took a look back at her although he knew the answer since they were linked. "Come on over when you're done. I'm sure that you'd like some of this."

After swallowing Peter down, her figure returned to its normal, lithe form. MJ licked her lips, enjoying the taste of her meal. "It was delicious. It tasted sweet, but also spicy. I think I have a new favorite food." She winked, the mask parting from her face as she walked over to Jessica.

"We can't have fun for too long here though, they may have had backup on the way. I can see the faint glimmer hope in her eyes and can't wait to extinguish it."

"You little, name-jacking slut; you're going to tell us where those other whores are. All of Peters other lovers. We'll make them our own, or maybe even snack on a few. We will rule this city and it will all be thanks to you." Mary Jane smirked, lifting up Jessica's head.

Jessica's face was flooded with tears and pain. The pleasure was being overshadowed by the pain as it continued to weaken her. "If you help us, your punishment will be less severe." The red-suited woman smirked, running her long tongue across the her captive's face.

"Good girl," Carnage said smacking MJ's ass. He turned back to Gwen. "Bite," Carnage commanded.

Gwen began biting Jessica all over sending her into a frenzy of searing pain.

"Who else knows that we were here?" Carnage asked. He sent the symbiote crawling over every inch of Jessica's body searching for any tracers that may be hidden, dissolving the tattered remains of her costume.

"Hmm, let's check... inside!," Carnage hissed. The thick red goo covering Jessica writhed to life upon her, teasing her body. Thousands of tentacles clung and pulled to her skin like suction cups making a series of crackling and popping sounds. Carnage morphed his right arm into a large lively tentacle and teased at Jessica's clit, lightly slapping it. "So... are you going to be good and tell us what we want to know..." Carnage continued with a wicked happiness, "or do we have to force it out of you" Carnage slapped hard on Jessica's clit, making her cry out. ""Please be uncooperative, I so love making you you obey."

Carnage continued assaulting Jessica's clit, switching from slapping to gentle caresses, the caresses were an infrequent occurrence. Suddenly Carnage sent the tentacle into Jessica's pussy. "Just a routine inspection, please let me know if you're at all uncomfortable," Carnage mocked. He thrust deep into her hard and rough at a steady pace. While fucking her Carnage further morphed the tentacle to be covered in much smaller tentacles to further stimulate her walls and pay special attention to her G-Spot. He could feel her getting close and would stop just shy of making her cum.

"Why don't you join in the fun," Carnage said to Mary Jane. "Her ass is just sitting here unfucked. It's about time for a cavity search, wouldn't you say?"

Jessica did her best to avoid talking, lest she spill any secrets. But Mary Jane had a plan. "Oh, I might get to her ass, but we require her mind." Kneeling in front of the broken heroine, MJ smirked, "pucker up, slut." Their mouths quickly collided as Mary Jane assaulted Jessica's. MJ's snake-like tongue then began to slither its way into Jessica's mouth, probing her. As it did, several tendrils shot out and began to read information from Jessica as if she were a computer.

Drawing back her tongue, MJ smiled. "My daughter, May and Cindy Moon, a.k.a. Silk. Oh and a surprise guest!" She said with a wink as she formed a tentacle and plunged it into Jessica's ass.

"Aww, you spoiled it," said Carnage with faux disappointment. "But I guess that time is of the essence. At least there's still one surprise."

"So, a family reunion is in order, can't have the place looking a mess," Carnage said licking his lips. "You've had your meal, now it's time for mine!" Carnage opened his mouth wide baring endless rows of long, sharp teeth. His wicked tongue swayed about in anticipation as saliva dripped down. "I would have liked to play with you a bit more, but it didn't work out. Have unrest in the after-world and say hello to my victims for me," he growled. Carnage's tongue enveloped Jessica coiling around her like a python. It squeezed her and lifted her above him. Carnage's tongue injected Jessica with more of the chemicals finally allowing her to orgasm. As she did Carnage began swallowing Jessica whole feet first, his mouth monstrously large. Jessica screamed in both terror and pleasure until her head was swallowed into the endless abyss muffling her. Carnage's strong stomach acid digested her, tingling at first then melting her away in blissful resignation.

Carnage shifted back to his normal size. "Ah, that hit the spot. She was delicious. Compliments to the chef," Carnage said playfully to MJ. "Now let's prepare for that daughter of yours and the new blood. Gwen didn't have her treat yet," Carnage said petting Gwen for a job well done. Carnage asked Mary Jane, "We're not going to have any problems dealing with them correct?" "If she takes after "dearly departed dad well...," Carnage let his words hang. "Let's just hope that your girl is like her mother," Carnage said holding MJ's chin and looking at her with a smile. "Then we can show her the joys of Carnage. I just know that she'll like red."

Mary Jane replied coldly, "I don't care about my daughter or her well-being. She's from a past life and is connected to Peter, not me. Still, should we wish to populate this world with symbiotes, she may make a fine breeding bitch." Mary Jame said with a laugh. The thought of her own daughter bringing about the very evil that her father strove to purge was deliciously ironic.

Mary Jane felt jealous of Silk. She was more powerful than she knew. However, she could not let Carnage know that or she would surely be replaced by Cindy Moon yet again. Instead, she will just become another one of their mindless slaves, bent on obeying their commands.

"That's good to know," Carnage said. "Rebirth, refreshed and renewed. This is your life now and you embrace it, good girl." Carnage grabbed MJ in a hug and squeezed her ass and licked her ear. "She'll do well I'm sure, " Carnage growled into MJ's ear licking around it. "But you'll be the first to carry my spawn. We seem to have some time before the spider sluts arrive."

Carnage began nibbling at MJ's neck and tasted her emotions and thoughts and detected something. He rested his forehead on hers and looked into her eyes. "You're keeping something from me, I can taste it." He paused searching her and said almost concerned, "I could find out what it is but I'd rather you just tell me." Carnage wrapped a tentacle around MJ's neck, stern, yet relaxed with the tip grazing at her cheek. "I want full honesty from you. You've proven your loyalty and devotion. You've embraced me and you will reap the rewards. We are bonded."

"My master..." She said, scared to divulge the information. Her mask retreated from her face, revealing Mary Jane yet again, "it's just that Cindy Moon... Silk... She's more powerful than she knows and I'm worried that you'll choose her over me." With a whimper, Mary Jane looked away, scared of what he'd do to her.

She imagined Silk showing up. Carnage would sense her power and then simply cast her aside for the new prey that was imbued with spider-like powers. She-Carnage didn't know if she could handle that.

"That little red head of yours if filled with needless worries," Carnage said. "Do not concern yourself with what choices I will make. It is your place to obey." Carnage continued a bit softer and turned MJ's face to him. "The path of Carnage is open to all but few will heed the call, and even fewer will survive it." Carnage kissed MJ's forehead and continued. "I do not discard what is useful. You are more powerful than you know. Even Parker knew that. The symbiote will not just bond with anyone, regardless of their supposed strength, it'll sooner drain and consume them. Even Gwen here has her place."

"You are the first two of what will soon be legions of disciples. Regardless of how many more are acquired, your place has been cemented as long as you remain loyal and obey. Being bonded means that you will never be alone. You are an extension of myself and are cherished and adored." Carnage licked the side of MJ's neck and growled happily.

"This tender neck, is mine," Carnage bit MJ delivering more pleasure than pain and sucked at her blood then licked the wound clean healing her. "These breasts," Carnage said then grabbed MJ's breasts roughly, then gently caressed them. He kissed them all over and between kisses said, "Every.. inch.. of.. them.. is.. mine.."

Carnage extended a tentacle which slapped MJ's ass then continued down to her pussy. "This cunt. Who does it belong to," asked Carnage.

MJ shivered as he felt up her body. She cherished this feeling, every touch, every lick– it was almost more than she could bear. Whether this was her own arousal or if it was being heightened by the symbiote, she didn't know.

"It's yours, my master," she said, snapping back to the room. He was right, her job was to obey and serve. No matter what. Her mind could not be filled with petty issues. Instead, it should only be filled with Carnage and his goals. She existed to serve him now.

[Optional Endpoint]

"Mom!?," May interrupted, confused.

Mary Jane spun around and saw her daughter, May, and Silk standing across from them. It was bittersweet. A part of MJ may have, at one point, felt sorry for the girl, but she had bothered to interfere. Now, she would have to be taught a lesson.

"Oh no, dear child, your mother died. I am She-Carnage, Mary Jane reborn. I have risen from my former self and realized how weak and useless I used to be. All of this is thanks to my wonderful new lover and master who donned me with this new outfit."

"It took you girls long enough," said Carnage. "Of course you had to show up in the most inopportune time." sigh. Carnage used a mocking, "fatherly" tone and continued. "But that's kids for you. Welcome to our humble little abode. It's a bit of a mess at the moment as we're still redecorating. There's broken glass, blood and other bodily fluids all around." Carnage's voice changed back into his wicked self. "The problem is though, that we don't have any contributions from you two."

"Gwen, at attention. Keep Silk busy until I'm ready for her," Carnage commanded.

"Hey there young lady," said Carnage to May in a charming, friendly voice. "I can see that mom's genes won out. How very fortunate for you. We're gonna have a real good time getting acquainted.

Carnage slapped MJ's ass as encouragement for her to deal with her daughter. "Remember our little talk," Carnage said to She-Carnage. "I'll make sure not to save some for you."

"I'll let you two catch up," Carnage said to May. "I'm sure that you've got a lot on your mind and I'd love to taste it, and other parts of you later. Be a good girl now and listen to mama, she knows best," mocked Carnage."

Carnage then focused on Silk and called for Gwen. "Heel." Gwen ran back to Carnage and sat once more at his feet. "Good girl," he said while patting Gwen's head. Go outside, have a snack and play. Don't go too far now." Carnage slapped Gwen's ass as she ran and jumped out the window to deal with the police closing in on the location.

"Hello, new one. I didn't forget about you," Carnage said to Silk. "I don't believe that we've had the pleasure but I'm certain that we soon will," he said with a large, toothy smile. " Let's see if you live up to the hype."

Carnage sent a flurry of spikes and webs at silk, setting up large webs and a dangerous terrain.

MJ retracted the suit, hiding it away. With a pained expression and tears in her eyes MJ said, "May, honey, please! There's no time!" Spider-Girl ran up to her mother and hugged her with a loving embrace. "Carnage... He killed your father."

"That's not... Possible," May said, tears forming in her eyes. "Dad could never lose to someone like him."

"Shh, baby, mommy's here. We'll get through this together." MJ said, the suit slowly creeping back on to her. The further it moved, the more it attached to Spider-Girl.

"M-mom! What's going on?," Gwen asked panicked.

Silk dodged Carnage's attacks and shot a web from her fingertips, swinging through the building. She shot webs back at him and he ripped through them with large claws.

Carnage was careful. He knew that both girls could be armed with a sonic weapon or fire. He continued using long range attacks, waiting for Silk to make a mistake.

Carnage saw MJ trap May and smiled at the betrayal. He thought to take a similar approach.

"Where are Spider-Man and Spider-Woman," asked Silk as she swung through the air. "We tracked them here but their signal gave out." Silk's voice cracked and she sputtered angrily. "No! You didn't!"

"Oh yes we did," responded Carnage. He swung into the air after her. "They were delicious, as will you both be." Carnage could tell that he was getting to Silk and she more narrowly dodged his attacks.

"You could avoid their fate," Carnage offered. "MJ and Gwen both accepted my gift. As you can see they both have been spared. I'll offer the same to you both and decide if you're worthy. But for now...," Carnage saw an opening and threw a spear through Silk's leg, "I'll toy with you before showing you the joys of Carnage!"

"Mom st-" May was cut off by a tentacle entering her mouth. It began to thrust in and out, fucking her face. Mary Jane formed some claws and ripped off her daughter's suit, revealing her tight, young, athletic, collegiate body.

"You'll pay for interrupting Master Carnage and me." MJ snarled, a large cock appeared at her crotch as the symbiote obeyed her commands. Without any fanfare, she shoved it into her daughter.

Silk fell to the ground and Carnage immediately pounced on her and four tentacles suspended her limbs before him. Carnage then webbed Silk's hands into fists, his webbing much stronger and durable that hers. The tentacles began injecting their toxins on the limbs that were suspended, the same pleasurable, painful hybrid as before. Worm-like red tentacles shot from Carnage's chest and onto Silk. They searched her all over her body and checked for anything that could help her escape him.

"Alright, Cindy" said Carnage menacingly, "Let's play a game." "I like to call it, 'Break the bitch down the Silk Road'". Carnage attached a tentacle to Cindy's brain, giving him direct access to everything. Silk's face was then frozen in a horrible grimace. She was trapped inside of her own mind by Carnage and he too held the key to get back.

MJ looked back, enjoying the sight before her. Turning back to her daughter, she couldn't hold back as the sight before her was just too much. She came over and over again into her, filling her with the seed of Carnage. "Oh yes, you little cunt! Be filled with his seed! Be glad, because soon, you'll give birth to many new symbiotes!"

She released May who fell to the ground in a crumpled heap as the symbiote began to take her over. "That was too much fun! I need another toy to play with."

Carnage left Silk in stasis and looked over to MJ who was now walking toward him. "Excellent timing," Carnage said. "I trust all went well." He looked over and saw May defeated and smiled.

"I've got a present for you," Carnage said. "Look." A second tentacle sprouted from Silk's head showing Silk in a continuing sequence of negative events being tortured relentlessly by both Carnage and She-Carnage. "I give you, her power!" Carnage bit MJ imbuing her with a bite containing the venom of the spider-bite that bit both Silk and Peter.

"It was difficult to come up with the specifics but having two samples, one from your departed hubby, and now a second from her allowed me to finally uncover it. We grow stronger and take what is useful from our prey. As you can also see she is trying to resist. I figured that you'd like to join in on the fun."

"Mmm." MJ moaned as she felt the power flow into her. "I have a simply delicious idea. Why should we have all the fun? I'm sure there are plenty of Peter's enemies that would love the chance to fuck his women." With a smile, She-Carnage walked up to Silk and placed a hand on her face and asked, "Wouldn't you like that, slut?"

"True," Carnage said. "Let's see, Rhyno, Sandman, Scorpion," he said cycling through the different morphs. But do we do it in reality or explore the possibilities within her mind. By the end of it she'll be completely mindless anyway.