TITLE: A Little Carnage in New York

FANDOMS: Spider-Man: The Movie/X-Files

RATING: R

CATEGORY: Adventure, Romance, Crossover, Angst

ARCHIVE: Anywhere, as long as my name stays on it and you drop me a note telling me where it is J

SUMMARY: Mulder and Scully travel to New York to investigate Venom and Carnage and run into Spider-Man

DISCLAIMER: Spider-Man: The Movie doesn't belong to me. It belongs to Stan Lee, Marvel Comics, Columbia Pictures, Sam Raimi and assorted others. X Files belongs to Chris Carter, 1013 productions and assorted others. I'm making no money off of this. This story is copywrited September 2002 and may not be altered in any way without the express permission of the author

AN: this is the forth in a series of Spider-Man stories I've done. If you'd like to read the first three you can find them at Fanfiction.net here...http://www.fanfiction.net/profile.php?userid=264322. This story takes place before Requiem happens.

By Cheri.

Chapter One

Peter glanced down at the chaos surrounding Ravencroft. He sighed as he watched the panic staff and some of the inmates running for their lives. He had a pretty good idea who was causing all of this and he knew that if it were him down there. He would be running for his life too.

"But lucky me, I get to be the hero and save the city from Carnage." He said to himself.

It was only a month ago that venom had escaped from Ravencroft. But unlike his symbiote counterpart, Venom's exit hadn't involved the slaughter of a dozen people. Peter steeled himself for what lay ahead, and leaped from the stone wall surrounding Ravencroft to the ground. As he ran into Ravencroft, he saw that people were staring at him in amazement, but no one tried to stop him as they all ran for safety.

Peter walked down a corridor and into the prison section of Ravencroft where the most dangerous inmates were kept. He paused and stared at the bodies of inmates and staff lying on the ground before him, mutilated and bloodied. He looked over and noticed with revulsion that the words CARNAGE WAS HERE were scrawled in blood on a wall beside the cells. Peter snorted at it.

"No, Really, Kasady? I never would have guessed it was you." He muttered sarcastically.

He headed past the cells stepping around the bodies. He kept looking from left to right and behind him since he knew that like Venom, Carnage had the ability to block his spider sense.

"Alright, needle mouth, where are you?" he muttered to himself.

He wasn't really looking forward to a confrontation, but he knew he had to act fast before any more people were killed. Suddenly, out of the corner of his eye, Peter saw a red blur heading towards him. Trusting his instincts, he quickly did a roundhouse kick and smiled as he caught Carnage right in the chest sending him backwards to the floor.

"You may be able to counteract my spider sense Kasady, but that doesn't mean I'm completely helpless."

"Quit calling us that, we are not Cletus Kasady, we are Carnage." He snarled. "And we are gonna rip you to shreads."

"Take a number and get in line, I've already got a bunch of super villians who are gonna do the same thing." Peter said.

"That may be so, but we will have the honor of killing you first." Carnage said as his hand morphed into an axe.

Peter leaped up as Carnage swung the axe at his feet. He grunted as Carnage immediately followed him and rammed his head into his back. Fighting the intense pain rocketing down his spine as Carnage held on and kept hitting it, Peter let go of the ceiling with his left hand and jabbed his fingers into Carnage's eyes. Carnage let out a howl of rage and tightened his grip on Peter. Peter gasped as he felt his insides being crushed. He looked over his shoulder and saw only one chance to break the hold. Summoning all his strength, he pushed off the ceiling as hard as he could and landed with a smack on the floor. Carnage yelled out in pain and Peter felt him release his hold a bit. Peter seized the opportunity and broke the hold. He quickly spun around and cold cocked Carnage twice in the jaw while he was still dazed. As he prepared to punch him again, Peter heard a noise and looked up at the end of the room stood a frightened staff worker who had apparently thought the coast was clear and had been making his way towards the exit.

"Get out of here!" Peter yelled out to the man as he stood frozen in shock.

Peter let out an oof as Carnage suddenly brought his legs up and kicked him across the room. As the frightened man trembled, Carnage sneered at him.

"Ah, what's wrong? Did you think it was safe to come out now? Guess this mistake is the last one you'll ever make."

The man's eyes widened as Carnage suddenly leaped towards him, his fingers extended out into razor sharp claws. Suddenly, Carnage's eyes widened as he felt a pull on his legs. He had just enough time to look around and see a web strand attached to each foot before Peter used the strands to swing him around head first into one of the cells.

"Get out of here now, while you still can!" Peter yelled out to the man.

The man hesitated and quickly ran as fast as he could past Carnage and Peter towards the exit.

"I wasn't finished with you, smiley." Peter said, as he raced towards Carnage.

"Same here, Spider-Man." Carnage said as he raced towards Peter.

Suddenly, both of them stopped as they heard voices coming closer. Peter groaned as he thought for a moment that it was more people who thought that it was all clear like the man. But then he realized these people were cops and SWAT members. He doubted very seriously if they would be able to stand up against someone like Carnage. But to Peter's surprise Carnage took one look back at the corridor and over at Peter before he took a running leap and used his arms to bust a hole in the wall above the cells.

"We'll finish this later, web head." He said before leaping out into the air.

Peter quickly leapt up to the hole, but all he could see was a rapidly shrinking red blur as Carnage flew off towards the city.

"We will finish this, Kasady. I guarantee it!" Peter muttered.

____________________________________________

"Look at this, Scully." Mulder said as he tossed a newspaper across the desk towards her.

Scully picked up the newspaper and read the headline.

20 PEOPLE DEAD IN ASYLUM MASSACRE

Scully shrugged.

"That's terrible, Mulder, But why are you so interested in it?"

Mulder grinned.

"One reason is because the man that is responsible for it is supposedly part alien."

Scully raised her eyebrows.

"Part alien?" she said.

Mulder nodded.

"Okay, what's another reason?" she said.

"I know who he is."

"You do?"

Mulder nodded as he walked to his file cabinet and pulled out a large file.

"His name's Cletus Kasady. He's an insane serial killer. When I was a profiler, I helped the FBI track him down."

He looked up from the file as he heard Scully snort.

"What?" he asked.

"Sorry Mulder. But the man's name is Cletus? Sounds like he should be on Hee Haw or something."

Mulder nodded.

"Don't let the name fool you though. He's a ruthless, heartless, killer. When the FBI first caught up to him, they had evidence linking him to at least 10 murders and possibly more. He managed to escape from a maximum security prison and was able to commit at least a dozen more murders before they were finally able to catch up with him last year. Seems that Spider-Man was the one who finally nabbed him."

Scully knew all about Spider-Man. Ever since the first reported sighting 6 years ago, Mulder had been fascinated with him. He had a file on him bigger than the one he had on Kasady.

"So now supposedly this Kasady is half alien." She said.

"Yup, supposedly, he shared a cell with a man named Eddie Brock who supposedly is also half alien and somehow Kasady was infected with the alien organism that had infected Brock. Brock is also at large now but unlike Kasady, he doesn't have an extensive criminal record. As far as I can tell, he used to be a reporter with the New York tabloid, The Daily Bugle before he was fired. That apparently was before he was infected with the alien. Now he calls himself Venom.

"Venom?? " Scully said, amused. "Geez, Mulder, remember the good old days when all we had to worry about were flukemen in the sewer and liver eating psychopaths?"

"Aw, Scully. We still have those. We just have to worry about men who are half alien and half spider now too." Mulder said with a grin.

"Lucky us." Scully muttered. "So, what's our plan then. I assume you have one."

"Of course I have one my little red haired beauty." He said pinching her cheek. "First, we go talk to Skinner, then we make arrangements to fly out to New York and then we go after Kasady."

"And how are we going to find him, Mulder?" she asked, folding her arms across her chest.

"In Brock, Kasady and Spider-Man's files, there is one name that keeps coming up. A photographer for the Daily Bugle named Peter Parker. I suggest we interview him first and see what he knows."

*-----------------------------*-----------------------------*-----------------------------*

Chapter Two

Peter wiped his brow as he continued pulling weeds. He had spent the past day and a half searching the city for Kasady without success. He decided to do some yard work in order to have some time to himself to think. He had checked out Cletus's apartment and his old hang out's but had turned up nothing. He hated having both symbiotes loose especially Brock since Brock knew who he was and could expose him to the world at any time.

As he grabbed another handful of weeds, he suddenly felt his spider sense tingling.

*Oh God, no. Not here.* he thought. *Wait, it couldn't be Venom or Carnage since they know how to block my spider sense. Oh shit, you mean there's someone else?*

He quickly tried to think of who it could be as he turned around. The only ones he could think of was Doctor Octopus and The Green Goblin. But usually Doc Ock was such an egomaniac he couldn't resist announcing his entrance to the world and he would have heard the turbo thrusters on Harry's glider. As he finished spinning around, he noticed his five year old daughter May peeking at him from the side of their house. He stared at her as she smiled back at him. He knew that she had inherited his spider sense and if he was sensing danger, she could sense it too.

"May, is your spider sense going off?" he asked her.

"No, daddy."

Peter furrowed his brow.

*Well, why is mine going off then?* he thought.

"Honey, go back in the house, okay?" he called out to May.

Peter spun around and began to scan his backyard trying to determine where the danger was coming from. Suddenly he felt his spider sense become stronger as a blast of cold water hit his back. He spun back around to see May holding a garden hose in her hand.

"Now do you know why your spider sense is going off, daddy?" she said, between giggles.

Peter grinned at her and leapt up. May screamed in delight as Peter rounded the corner of the house. He turned just in time to see May scrambling up the side of the house, giggling hysterically.

"You better be glad there's a big tree blocking the neighbors view." Peter yelled up as May clung next to an upstairs window.

"Um...Peter Parker?"

Peter looked down as he saw a man and a woman approach him. He glanced up quickly at the house and breathed a sigh of relief as he saw that May had gone through the open window.

"Yes, that's me." He said, hesitantly.

"I'm agent Mulder and this is agent Scully. We're with the FBI." He said as he and Scully showed their ID's

Peter sighed.

*Oh Great, now I supposed Jameson got fed up with NYPD not being able to catch Spider-Man and now the feds are gonna be after me now*

"What can I do for you?" he asked them.

"We got your address from the Daily Bugle. We're investigating the murders at Ravencroft asylum. We wanted to know if you knew anything about Cletus Kasady.

"Peter, who is it?"

Peter turned around to see Mary Jane and May standing behind him.

"This is agents Mulder and Scully. They're from the FBI." He said indicating them.

Mary Jane looked at Peter as she came up beside him and looked over at Mulder and Scully.

"Is my husband in trouble?" she asked, worried.

Scully shook her head.

"No Mrs. Parker. We just need to question your husband about the recent murders at Ravencroft.

Mary Jane exchanged a quick glance with Peter

"Um, what makes you think my husband would know anything about that?" she asked.

"Well apparently Mr. Parker here seems to be the only one who can get any decent photos of Spider-Man. We thought that maybe Spider-Man might be feeding him information about Kasady and his whereabouts."

"Um, no. He never tells me anything like that." Peter said, hoping he sounded convincing.

He hated to lie, but he knew that a pair of FBI agents would be no match against Carnage. As much as he hated it, he knew that he was the only one who had any chance of stopping him.

"Oh, I see..." Scully said, as she jotted down notes in her notebook. "Well, Um...Mulder. Do you have anything you'd like to..." Scully looked up at Mulder who was staring at Mary Jane, confused.

Suddenly his face lit up.

"Maximum Damage 3! You were Agent Wilcox." He said pointing at Mary Jane.

Scully was taken aback.

"What?" she asked him

"You're Mary Jane Watson-Parker, aren't you?"

Mary Jane nodded.

"She was in Maximum Damage 3." He said to Scully. "You were great in it!"

As Mary Jane nodded her thanks, Scully looked from her to Mulder.

"Maximum Damage 3? I've never heard of that movie." She said.

Mulder coughed.

"Well, it's um...direct to video." He said sheepishly. "I mainly got it because she was on the cover of the video box in a bikini."

"Oh, that figures." Scully muttered as Mary Jane blushed and May giggled.

"So, are you planning to do anything else?" Mulder asked as Scully rolled her eyes.

"Um, well...at the moment, I do mostly commercials and modeling work." Mary Jane said.

"Modeling work? Really? I think you'd look good as a mod...OW!" Mulder said, as Scully suddenly elbowed him in the side.

He glanced over at Mary Jane and Peter who were trying not to laugh and May who was giggling softly behind them.

"Um...anyway, we'd really appreciate any help you could give regarding Kasady or Carnage...or Eddie Brock and Venom for that matter."

Peter raised his eyebrows.

"Venom? You're investigating him too?" he asked.

Mulder shifted his feet.

"Well, actually. I've been interested in Carnage and Venom and Spider-Man for a long time. We are part of a department called the X Files. We investigate people and things that cannot be explained normally. And you have to admit that all three of those people are not what you'd call "normal" "

Peter felt an amused grin creep onto his face.

"No, I guess not." He said.

"We've been a part of the X Files since 1993 and Mainly what we investigate is alien sightings and UFO's. We're trying to prove the existence of alien life on earth, among other things"

Peter's grin spread even wider.

"Really? I had no idea the FBI was so interested in that."

Mulder coughed.

"Well, actually they're not. It's really just Scully and Me. Everyone else kinda thinks what we do is weird."

"Yup, they think Mulder's downright spooky sometimes." Scully said, elbowing him in the ribs.

Mulder coughed as Peter and Mary Jane held back their laughter.

"Anyway...supposedly Brock and Kasady have both been infected with some sort of alien creature and that's why I'm so interested. I've also been interested in this Spider-Man since they first sighted him. They say he's half spider." Mulder said, looking at Peter.

"Um, that's right, to an extent." Peter said. "He told me he was bitten by a radioactive spider and gained certain abilities that the spider has."

Scully glanced over at Mulder who was excitedly writing down what Peter was telling him in his notebook. She rolled her eyes at him as she looked back at Peter.

"Would it be too much trouble to go inside and talk to you about all this? My legs are getting kinda tired standing here."

Peter looked at Mary Jane and gestured towards the house.

"Um...sure, I'm sorry. I forgot my manners. I should have asked you in sooner." He said, apologizing.

Scully held up her hand.

"No, it's okay. No need to apologize. I just think this interview is gonna take awhile and I think everyone would be more comfortable inside."

As Peter and Mary Jane motioned for them to come inside. Mulder and Scully followed behind them and May. As Scully looked over, he noticed Mulder staring at Mary Jane with a goofy grin on his face. She hit him in the arm and gave him a warning look.

"What? Can I help it if I'm a sucker for a cute redhead?" he said.

Mulder chuckled as Scully glared at him.

"Aw, quit being jealous Scully. You know you're the only one for me." He whispered. "Although, I would love to see you on a video box in your bikini...OW!"

*-----------------------------*-----------------------------*-----------------------------*

Chapter Three

After a couple of hours of questioning Peter, Mulder and Scully left the house and began to drive back to their hotel room.

"What do you think, Mulder?" Scully said, looking at him.

Mulder pursed his lips.

"I don't know Scully. Something didn't seem right to me. It seems like Peter Parker was being evasive on a lot of questions, particularly the ones about Spider-Man. I think he knows more than he lets on."

Scully nodded.

"I felt that too. It seems like he was trying to protect Spider-Man in some way."

"It seems that way. It looks like he has a deal worked out with Spider-Man since he seems to be the only one who can get any decent photos of him. Maybe he's afraid if he leaks too much information, Spider-Man will cancel his agreement." Mulder said, scratching his chin.

"Maybe we should keep an eye on him then. He might still be useful" Scully said.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Phew, I'm glad that's over." Peter said. "I was afraid I was going to slip up and reveal myself as much as they were interrogating me."

After Mulder and Scully had left, Mary Jane prepared dinner and now the three of them were sitting together at the table eating.

"Honey, shouldn't you have been a bit more helpful? I know you must keep your identity a secret, but they seem to want to find Carnage as much as you do." Mary Jane said.

Peter swallowed some mashed potatoes.

"MJ, I realize that but I'm the only one who can stop Carnage. If they try to go after him, they'll just get hurt."

Mary Jane slammed her fork down on her plate startling Peter and May.

"And how do you know that Peter? How do you know that they aren't capable of helping you defeat Carnage. I love you with all my heart Peter, but sometimes this lone wolf attitude of yours irritates me."

"MJ, I just don't want anyone else to get hurt." Peter protested.

Mary Jane sighed.

"Peter, I understand that. But I'm sure that Mulder and Scully have been in dangerous situations before. If they didn't want to risk their lives then I'm sure they wouldn't have become FBI agents in the first place!"

She grabbed his hand and squeezed it.

"Peter, I just worry about you, okay. It's rough for me and May to sit at home night after night, and wonder if you are going to come back to us. I realize that you have a responsibility to use your powers to protect the innocent but that doesn't mean that others can't help you especially if it's their job to put their lives on the line like you do."

Peter smiled

"I know you both worry about me and I'm glad I have people who do. You're right, MJ. They are in the business of protecting the innocent just as much as I am. I'll let them help me catch Carnage."

"You don't know how relieved I am to hear you say that, Peter." Mary Jane said.

She leaned over the table and they kissed passionately on the lips.

"I'm eating here, helloooooo. I don't feel like barfing."

Peter and Mary Jane looked over at May who was staring at them with a disgusted look on her face.

"Oh be quiet." Peter said, with a chuckle.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Carnage peeked over the walls of the stone fence surrounding Ravencroft. He had been coming back every few hours to check if Spider-Man had returned. He was anxious to continue their little fight. He had tried to locate Venom since Venom seemed to know exactly who Spider-Man really was, but had had no luck locating him either. He hoped to run into Venom just as much as Spider-Man. Not only because he hated Venom as much as he hated Spider-Man, but also he figured that if Venom knew Spider-Man's true identity, it might be worth the trouble to track him down and perhaps torture the information of out him before he killed him. Knowing who Spider-Man really was meant he could learn the identity of his loved ones and torture and kill them too. That to him was what made life worthwhile, the suffering of others. Especially if the others happened to be people that the web head cared about.

He was about to leave when he noticed a man and a women leaving Ravencroft. The man and the woman stopped and were talking to a guard outside the door. Carnage gave them a glance and was about to leap down from the wall when he stopped and took another look. The man suddenly seemed oddly familiar to the Kasady part of him. He pushed off from the wall and flew as fast as he could to the side of the building nearest the man and woman. He peeked around the corner and saw the man and the woman had his back to him as they asked the guard about the massacre he had caused. Suddenly, the man looked over at the woman and Carnage realized why he looked so familiar. It was the man who had tracked him down In 1991 when he was just Cletus Kasady.

*Well, Well, Well...We never thought we'd see you again, agent Mulder.* Carnage thought to himself. *We've been waiting a long time to pay you back for catching us and spoiling our fun.*

He stared at the redheaded woman beside him.

*She looks pretty, agent Mulder. Is she a friend of yours?*

He watched as Mulder finished his questioning and left with the woman. Carnage grinned as he saw Mulder put a hand on the woman's back and smiled at her as he walked with her towards the front gate.

*Well, it seems you and her are more than just partners. That's exactly what we hoped. We're also hoping you would hate to hear that your little friend was kidnapped and held by the man you helped put behind bars especially since we've become more powerful since then. It won't be so easy for you to catch us this time, agent Mulder and if Spider-Man or Venom decide to interfere, so much the better. We would love to take out all our enemies at once if we could.*

As the gate closed behind Mulder and Scully and the guard walked back inside, Carnage pushed off from the side of the building and began to fly slowly overhead, keeping an eye on where Mulder and Scully were going as they drove off in their car.

*-----------------------------*-----------------------------*-----------------------------*

Chapter Four

[A/N: the thriller video doesn't belong to me, it belongs to Michael Jackson lol...]

Peter and Mary Jane were walking side by side in the moonlight.

"Oh Peter, I've never felt so happy in my whole life." She said.

"I'm glad to hear you say that, MJ. And I want to ask you if you'll be my girl."

Mary Jane looked at him and grinned.

"Oh, of course I'll be your girl, Peter."

She watched as Peter slipped an engagement ring on her finger.

"Now it's official." He said softly.

Mary Jane admired the ring.

"Oh Peter, it's beautiful. I'm so glad this day finally came!"

Peter nodded.

"Me too, MJ. But...there's something I have to tell you." he said hesitantly.

Mary Jane looked up at him.

"What is it, Tiger?"

"I'm not like other guys." Peter said.

Mary Jane laughed.

"Well of course you're not, that's why I love you."

"No, I mean I'm different."

Mary Jane stared at him, wondering what he was talking about. All of a sudden her eyes widened as Peter let out a scream and bent over clutching his stomach.

"Peter? What's wrong?" she said, touching his back.

Suddenly Peter jerked his head up and Mary Jane's mouth opened in a silent scream. Peter's mouth was now elongated and his teeth had been replaced by rows of sharp pointed fang like teeth and his tongue was now long and ended in a V. As Mary Jane stood frozen in shock, Peter screamed up at her in a deep voice.

"GET AWAY!"

Mary Jane began to run into a nearby forest as a black ooze covered Peter's body. She picked up speed as she heard Peter roar behind her. She ran as fast as she could, tree branches slapping her in the face, as Peter pursued her through the woods. Suddenly, when she thought she'd lost him, Peter jumped out in front of her and knocked her to the ground. As she watched, horrified, the ugly black monster Peter had become came closer and closer and closer. Mary Jane let out a scream...

Peter jerked awake. He had been sitting on the couch listening to the tv when he had dozed off for a moment. He frowned as he noticed it was nearing the end of the Thriller video that had been playing when he fell asleep. Peter rolled his eyes as he turned off the tv.

"Gotta lay off VH1." He muttered.

He put his head in his hands and sighed. Ever since Venom and Carnage had escaped, they had been on his mind constantly. Especially Venom. He kept remembering how he had first worn the symbiote as a costume and how it had almost turned him evil. When he looked at Eddie Brock as Venom, he felt he was looking at what his life might had been like if he hadn't been able to get the symbiote off his body.

*There but for the grace of God...* he thought to himself.

He got up and went to the bathroom. On the way there he stopped in to check on May who was sleeping soundly. He smiled at her and thanked God that he had gotten away from the symbiote. He would be missing out on so much if he hadn't .

Smiling to himself, he went on into the bathroom and closed the door.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Mulder sat on his bed in the hotel room he and Scully had gotten, pouring over the case file of Cletus Kasady. He and Scully had eaten a late dinner and they were planning to interview more witnesses in the morning, along with Peter Parker. Something about his demeanor just didn't sit right with Mulder. He felt he was holding things back and it irritated Mulder. He knew Kasady was a maniac who could strike again at any time and the slightest detail might be key to bringing him down.

He looked up at the window overlooking the parking lot. He thought for a moment, he had seen a red blur out of the corner of his eye. He walked over and stared out, but couldn't see anything. Shrugging, he went back to the bed and resumed reading. After a few minutes, he looked up again. This time, he was sure he saw a flash of red go by the window. Frowning, he picked up his gun from the nightstand and slowly walked towards the door. Suddenly, the door opened and Scully entered holding two cokes and two bags of corn chips in her arms. Her eyes widened as she noticed the gun.

"Um...I'm not gonna assault you with snack food, if that's why you have your gun pointed at me, Mulder." She said, sarcastically.

Mulder let out a sigh or relief and dropped the gun to his side.

"No, I thought I saw something red go by the window just now." Mulder said, feeling like an idiot. "I guess it was your hair I saw."

"Um, Mulder. I didn't go by the window. I came the other way." Scully said.

Mulder stared at her for a moment and then ran outside. He looked around frantically as Scully followed, staring at him in confusion.

"Mulder, what are you doing?" Scully asked, as Mulder peeked over the balcony to the floor below.

"Just making sure we're safe, Scully." He said, turning his head skyward.

He sighed as he saw nothing. He shrugged his shoulders and followed Scully back inside.

Carnage giggled to himself as he sat on the roof of the hotel.

"What's wrong agent Mulder, afraid of the boogeyman?" he said, softly. "You are gonna wish we were the boogeyman when we get through with you."

Laughing evilly, he settled down on top of the roof for the night, waiting for the moment when agent Mulder would leave in the morning. He hoped that following him would either lead him to Venom or Spider-Man.

*-----------------------------*-----------------------------*-----------------------------*

Chapter Five

"Mommy! Daddy!"

Peter and Mary Jane's eyes both snapped open. They broke their embrace and hurriedly jumped out of bed. As May continued to call out to them, they both threw on robes and ran down the hall towards her. Peter reached out with his spider sense, but could detect nothing. He ran into May's room followed by Mary Jane. As soon as May saw them, she calmed down.

"Mommy! Daddy! There was a monster here." She said, looking up at them with red rimmed eyes.

Peter sat down beside her and pulled her close as Mary Jane reached down to rub her back.

"Monster, honey? What monster?" Peter said softly, convinced now that May had just had a bad dream.

May sniffed.

"Big, black, monster, daddy at my window. It was looking at me."

Peter stiffened. He suddenly realized that maybe it hadn't been a dream after all. His eyes narrowed and he glanced up at Mary Jane. He could tell she had come to the same conclusion.

"May, honey. Why don't you go sleep with mommy for tonight and I'll check and see if this monster is real." He said, stroking May's hair.

May's brow furrowed.

"Is it one of the bad guys you fight, daddy?" she asked.

Peter kissed her head.

"I hope not, sweetheart." He said. "But I'm gonna check and make sure. You and mommy will be safe, I promise. I won't let anything happen to you."

May nodded. She threw her arms around Peter's neck.

"If you find that monster, you kick him in the butt for scaring me like that."

Peter laughed.

"I will, baby. Don't worry. Now, grab your teddy and follow your mother."

May nodded. She gathered her teddy bear in her arms and walked towards the door. Mary Jane quickly turned and kissed Peter.

"Peter, please be careful. If it is Venom, you know how dangerous he can be." She said.

Peter nodded and kissed her back.

"I will, hon. Don't worry. Just stay in bed with May and be aware of everything around you. There are some spider tracers in the bedside table. You keep one close and if you see or hear anything suspicious, you press it and signal me. Okay?"

Mary Jane nodded. She gave Peter another kiss before she walked over to May and escorted her down the hall towards the bedroom. Peter glared out May's bedroom window for a moment before he followed them into the bedroom where he grabbed his Spider-Man costume out of the dresser drawer.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

After hurriedly dressing and kissing Mary Jane and May one last time. Peter opened May's bedroom window and leapt out. As he swung in and out of the neighbor's houses, he kept a close eye out for Venom. After about a half hour's search, he had found nothing and was swinging back home.

"Lovely daughter you have there, Parker. Sorry we made her scream."

Peter swung his head around and saw Venom perched on the top of a nearby house grinning at him, as he leaned against a chimney. Peter gnashed his teeth and swung around to land on the roof beside him.

"I've warned you before to stay away from my family, Brock." He said, angrily.

"Aw, don't be angry with us, Petey. We were just wondering what your daughter looks like now. She is getting so big. It would be a shame for her to grow up without a daddy to look after her." Venom said, gleefully.

"I warn you, if you harm either her or my wife..." Peter said, menacingly.

Venom laughed.

"Now, you must be hard of hearing, Parker. We said nothing at all just now about hurting either your daughter or your wife. All we are after is you. And now that our offspring Carnage is loose, we have decided to have the honor of destroying you ourselves before he can."

He suddenly lunged at Peter and caught him by surprise. Peter gasped as he felt himself hurtling off the roof with Venom above him. He raised his arm and shot out a web line snagging the corner of the roof. He felt the line tighten and he stopped, but a second later, Venom grabbed onto his legs and started climbing up his body.

"Why thank you, Parker. We didn't feel like falling all that way." Venom said. "And, here's our thanks!..."

He drew back his fist and punched Peter hard in the face. Peter cried out and lifted his legs pushing Venom off of him. As Venom flew out and smacked into the wall of the house, Peter shot out another web line. He knew there were two many residential houses around for them to be fighting. He had to get to a place where no one would get hurt. He looked back over his shoulder and saw that Venom had recovered. He leapt out and shot out a web line as a light came on in the window next to the damaged wall of the house. Venom stopped and turned for a moment, watching with curiosity as a man opened the window and leaned out of it holding a shotgun. He laughed as the man suddenly saw Venom, and letting out a yell of shock, quickly shut the window and went back inside. Venom focused his attention back on Peter who was now about a block away from him. He resumed his web slinging as he called out to him.

"Wait up, Petey. We aren't through with you yet." He said.

He laughed again as he saw he was closing the distance between him and Peter.

"Better web sling faster, Parker. I'm almost caught up." He taunted.

Peter panted as he swung as fast as he could. He could see now that they were leaving behind the homes and getting more into the business section. He just had to find somewhere now like a parking lot of a closed business where he could have room to maneuver and only have to worry about property damage. He fought to stay ahead as Venom kept gaining ground, the laughter and taunting becoming louder as Venom grew closer.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Carnage jerked awake. He had heard some distant laughter, but he was also beginning to sense his enemies Spider-Man and Venom drawing near. He licked his lips in anticipation. Finally, he was going to be able to settle his score with both. He crouched down and watched as Spider-Man swung into view followed close on his heels by Venom. He waited and gauged the distance and then with a roar, he leapt out.

He gave out a howl of triumph as he slammed into Peter who was taken completely off guard. As they fell towards the hotel parking lot, Carnage wasted no time in his assault pummeling Peter furiously. He grinned as Peter slammed into someone's Honda Civic with a groan.

"We have been waiting to continue our little battle, Spider-Man. We've been so bored waiting for you to show up." Carnage said, as he stood over Peter's unconscious body. He raised his hand and it morphed into an axe.

"Say goodbye to breathing, Spider..."

Carnage grunted as he felt himself being tossed across the parking lot. He landed hard on his ass and immediately jumped up.

"You!" he said, as he spied Venom walking towards him. "You dare to interfere with us?"

"Spider-Man belongs to us, Carnage. We will have the honor of killing him. We are superior to you in every way. You are nothing but a worthless copy of us."

"How dare you call us a worthless copy." Carnage hissed. "If you are so superior, then how come you haven't been able to get rid of Spider-Man? You are the worthless one here. We are the one who will kill Spider-Man."

"It's true that we have not been successful yet in defeating our hated enemy, but all that is going to change. Now that our most hated enemy is unconscious, we will finish him off. Now, out of my way, Carnage."

"Spider-Man is unconscious because of us. He is our prey. But as much as we despise Spider-Man, we despise you even more. So before we kill him, We will kill you first."

Carnage flew through the air and slammed into Venom's chest knocking him back against a Mazda. Venom flung himself onto his feet and snarled at him.

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

Two huge extensions of goo came off of Venom's body and socked Carnage in the face throwing him to the ground with a loud smack. Carnage leapt up and giving out a howl of rage morphed his hand into a scythe and charged towards Venom.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Mulder grunted away and looked over at Scully sleeping beside him.

"Scully? Did you hear that?"

Scully yawned and blinked open her eyes.

"Hear what, Mulder?" she said, sleepily.

Just then, a loud thud was heard outside in the parking lot.

"That!" Mulder said, pointing towards the window.

Scully raised her head and looked at Mulder, confused.

"We better go check it out." She said.

Mulder nodded and they hurriedly dressed and grabbed their revolvers as the crashing and thudding noises continued outside.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Carnage and Venom grappled with each other.

"You have been a thorn in our side for too long, Carnage." Venom yelled. "After tonight, we will once again be the supreme symbiote."

"Not likely, old man." Carnage hissed.

Suddenly, Carnage sensed a bullet heading his way. He ducked his head just as it passed by his ear and looked up at the direction the bullet came from. He snarled as he saw Mulder standing on the second floor balcony aiming his gun at him with Scully beside him.

"You! You are a problem to us too. Firing a bullet at us is the last mistake you'll ever make!"

With a howl of rage, Carnage flew up towards Mulder and Scully who were aiming at his head. Suddenly, he felt Venom tackle him in mid-air and they slammed into the pavement.

"No! Carnage. This fight is between us and Spider-Man. Leave innocent civilians out of it."

Carnage snorted.

"Innocent? Agent Mulder must suffer. He caused me to go to jail."

"Well, we like him better already." Venom sneered. "Anyone that can send your worthless carcass to jail is okay in our book."

Carnage howled. He put his feet up under Venom and kicked him backwards towards a plate glass window.

"Eat glass, old man!" he screamed as Venom smashed headfirst through the window.

As Venom struggled to untangle himself from the curtains, the couple in the room screamed and leapt out of bed. As they ran into their bathroom and closed the door, Venom freed himself and leapt back out towards Carnage who was making his way back to Peter, who was only now struggling to regain conciousness. Noticing the crowd that had now come out of their rooms to watch, Venom yelled at them to get back inside. Hearing his voice, Carnage turned and shook his head as everyone ran screaming back into their rooms.

"Can't you take a hint, Venom?" he said, running back towards him.

Carnage stopped short as another bullet from Mulder's gun came within inches of his right shoulder. Carnage gritted his teeth and began to leap up towards him, but Venom tackled him again and threw him to the pavement. Letting out a scream of frustration, Carnage decked Venom in the face sending him flying backwards. He leapt up and advanced towards him.

"This is it! It ends now. We have had it with all of you!" he screamed.

As Venom got to his feet and got in a defensive stance, they suddenly noticed a little metal ball roll across the pavement and stop between them. They stared at it for a moment and then Venom looked across Carnage's shoulder at Peter who was still on the Civic.

"Um, what was that supposed to do?" Venom said, amused.

Peter held up his left hand and Venom and Carnage saw a little white square with a button on it.

"This!" he said, pressing the button.

Instantly, the immediate area around Venom and Carnage was flooded with a high pitched sonic wail. Venom and Carnage fell to their knees as their symbiote halves went nuts all over their bodies. After a moment, Venom and Carnage both flew away from the scene as fast as they could leaving Peter struggling to get up off the Civic.

Mulder and Scully looked at each other and then ran across the balcony to the side stairs and down and across the pavement to Peter who was now sitting with his legs dangled over the side of the Civic.

"Um...Spider-Man? Are you okay?" Mulder asked as they reached him.

Peter looked at him and nodded.

"I'll be okay, I just got the wind knocked outta me." He said.

Scully walked around to the other side of the Civic and stared at Peter's backside.

"I think you need to be checked out Spider-Man. You're back is all cut up and you have glass shards in your right hand."

Peter shook his head.

"No, no doctors." He said.

Mulder pointed to Scully.

"Scully is a doctor, Spider-Man. Let her take care of you, she knows what she's doing."

Peter shook his head.

"I can't. I can't let my identity be compromised." He said.

Scully walked back around to face Peter.

"I won't take off your mask, I promise, Spider-Man. Speaking as a doctor, you do need some medical care. Please let me help you."

Peter stared at her for a moment and then nodded.

"Okay, but no removal of the mask."

Scully nodded.

"Agreed."

She reached over and moved Peter's arm around her shoulder. As he got off the Civic, he let out a groan and Scully wrapped her arm around his waist to support him as she walked him back towards their hotel room. Mulder watched them and then walking over to the little metal ball, he picked it up and studied it, fascinated, for a moment before he hurried to catch up to Scully and Spider-Man.

*-----------------------------*-----------------------------*-----------------------------*

Chapter Six

Peter looked at the door to Mulder and Scully's hotel room nervously.

"Um, hurry it up please? The cops are out there and I don't want to be here when they start interviewing the people who saw me come up here."

"I doubt if very many people saw you Spider-Man. After they all ran back inside, they probably took shelter, but I'll hurry anyway." Scully said, smiling.

"Thanks. I don't mean to be a bother, but the cops and me don't get along and besides I have to get home as soon as I can."

"Well lucky for you, your back wasn't as bad as I thought. You're hand wasn't too bad either once we got the glass shards out of it." She said, pointing down to the bandage around his right hand and wrist.

Peter nodded.

"I'm a fast healer. That's one of my many abilities." He said.

Mulder had been sitting in a chair in the corner listening to Scully and Peter talking. He cleared his throat and leaned forward.

"So...Spider-Man, if you don't mind me asking, are you an alien like your buddies out there?" he said.

Peter shook his head.

"Nope. I'm human. Or rather I'm part human/ part spider now. But I'm from Earth."

Mulder frowned.

"So how come you are part spider?"

Peter chuckled.

"Well, I started out a nerdy teenager...."

Mulder laughed.

"You? You were a nerd? Somehow, I can't see that." He said, pointing to his muscular chest.

Peter glanced down.

"Yeah, I know. But it's true. I was a 98 pound weakling, so to speak."

"So what happened?" Scully asked as she rubbed disinfectant on Peter's back.

"Well, I went with my class on a field trip one day to a science lab and I was bitten by a genetically altered spider and somehow I acquired the spider's abilities through the bite." Peter shrugged. "Don't ask me how. I don't really understand it myself. It's just that that night I got deathly ill and the next morning when I woke up I had these powers and I had this body."

Mulder looked at Scully.

"Wow, that's some spider bite." He said.

Peter snorted.

"Yeah, tell me about it." He said, dryly.

Scully pointed to the white splotch on his arm.

"What is that, by the way? You have them on both your arms and for a moment, I thought it might be another injury."

"Oh that? That's my web shooters. Here I'll show you."

He raised his left arm towards the ceiling and shot out a web strand. Mulder's eyes widened and he grinned.

"Cool!" he said.

Scully rolled her eyes.

"Don't mind him." She said to Peter. "He gets fascinated with things like that."

Peter chuckled.

"That's okay. It still amazes me sometimes and I've had them since I was bitten."

"Oh! That reminds me." Mulder said. "Speaking of fascinating things, here's your little ball back." He said, handing the metal ball back to Peter.

As Peter nodded his thanks and put it back into one of the pockets on his utility belt.

"Can I ask what it is, exactly?" Mulder said.

"Ah, that's something I came up with specifically to fight Venom and Carnage. I call it a Sonic Bomb. It gives off sonic vibrations. There are two things that will really stop a symbiote and that's fire and loud noises."

"I see...." Mulder said, even more fascinated.

He hated that Spider-Man got hurt, but at the same time, he was glad that he had an opportunity to learn more about him and his abilities.

Spider-Man suddenly glanced up at the clock on the wall and back at Scully.

"Listen, I really gotta go. I appreciate all you've done for me, agent Scully. You're a good doctor. I feel better already. Thank you both for allowing me to get a little breather after being knocked out like that."

"Our pleasure, Spider-Man and thanks for filling us in a little on yourself. I've been curious about you since I first heard of you."

"That's the understatement of the year." Scully muttered.

Peter chuckled to himself as Mulder flashed her a hurt look. He walked over to a nearby chair and retrieved the top half of his costume. He looked at the rips and tears on the back and sighed deeply.

*Looks like there will be some sewing for me tonight. * He thought.

He pulled on his costume top and grabbed his gloves. He slipped them on and then walked to the door. As he opened the door, he looked over at Mulder and Scully.

"Thanks again for all you've done." He said.

"Don't mention it, Spider-Man." Mulder said.

Peter stepped out onto the balcony and after making sure no one was around, flipped up to the roof. Taking a running jump, he leapt off the roof and fired a web line at the nearest building and swung away.

Mulder and Scully watched him from the balcony as he faded quickly from sight.

"This was some night, Scully."

"Yeah, Mulder. Some night, indeed." Scully said, dryly, glancing down at the wrecked cars.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Mulder yawned as the pulled up to the Parker residence. They had gotten very little sleep after Spider-Man had left, helping the police take down witness statements and gather evidence. Mulder considered sleeping in and just forgetting this second interview with Peter, but he reconsidered after he thought about the type of devastation he had seen Venom and Carnage do to the cars and the glass window.

Not to mention the injury to Spider-Man. Both of them had to be stopped, the sooner the better, and if Parker knew something, he wanted him to tell him and Scully.

He stifled another yawn as he walked up to the side door and knocked. He and Scully waited for a moment and then, they saw bobbing brown hair and two blue eyes peek curiously at them through the glass of the screen door. Mulder smiled as May opened the door and stared at them as she sucked on a fudgecicle.

"Hey, hon. is your daddy home?" Mulder said, smiling.

May nodded.

"Could you wait a minute though, I have to go get daddy. He's.... exercising."

Mulder and Scully nodded and May walked back through the door and shut it behind her.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

May went through the back door into the kitchen.

"Who is it, honey?" Mary Jane called from the living room.

May looked over at her as she raised herself slightly from her lazy boy.

"It's the FBI people, mommy. They wanna talk to daddy again."

Mary Jane nodded.

"You go ahead and get daddy and I'll ask them to come in the living room." Mary Jane said, getting up.

"Okay, mommy." May said, as Mary Jane headed towards the kitchen.

Mary Jane paused for a moment as May walked to the basement door in the corner of the kitchen and closed it shut as she went through. Mary Jane headed on out to greet Mulder and Scully as May headed down into the basement.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

May opened the door at the bottom of the basement stairs and walked in. Peter was busy kicking and punching at a punching bag in the corner. May stood quietly eating her fudgecicle until Peter noticed her and stopped.

"Hey there, come to watch daddy work out?" he said, smiling at her as he grabbed a nearby towel.

May shook her head.

"Those two FBI people are here, daddy. They wanna see you."

Peter stopped rubbing the sweat off of his forehead and sighed.

"Okay, where are they now?" he asked.

"Mommy said, she's taking them in the living room."

Peter nodded.

"Okay, tell them I'll be there in a second." He stared down at the fudgecicle in May's hand. "And honey, get a paper towel under that. It's starting to drip down your hand." He said, pointing to it.

"Okay, daddy." May said.

She opened the door and closed it again as she went up the stairs. Peter sighed deeply and began to change out of his tights into some sweat pants and a sweater that was lying nearby. He finished changing. He put his Spider-Man costume away in a little trunk lying in the corner of the room and locked the padlock that was on it. He smoothed down his hair as he walked upstairs. He reached the top and opened the basement door and shut it again, taking a little key from a nail beside the door and locking it. He cleared his throat and put on a smile as he turned down the hallway into the living room. He smiled as he noticed the May now had a paper towel wrapped around the stick of her fudgecicle and he tousled her hair affectionately before he turned his attention to Mulder and Scully who were sitting on the couch.

"What can I do for you?" he asked.

"Mister Parker..." Mulder began.

"Please, just call me Peter." Peter said, grinning.

"Okay, Peter. We're sorry if we've interrupted anything. But I'm sure you heard about the little incident last night at the Day's Inn near here?"

Peter nodded.

"Well, we were there and we witnessed some of what happened and judging from the devastation, we are committed more than ever to seeing Brock and especially Kasady behind bars."

"That's understandable." Peter said.

Mulder nodded.

"Well, the thing is...I wonder if you might have any additional information you could give us about either one of them that might aid us in capturing them."

"I've told you all I know." Peter said.

"You're sure? I mean, anything insignificant you might have missed? The tiniest detail might be the key to tracking them down." Mulder said.

Peter shook his head. Suddenly he felt his spider sense kick in. He furrowed his brow and then he suddenly noticed that Scully was staring at his right hand with an odd look on her face. He glanced over at it and his eyes widened when he realized he still had her bandage on. He looked at Scully and Scully looked up at him with a raised eyebrow.

"You are positive you don't know anything else?" Mulder said.

Peter gulped as Scully's eyes bored into him.

"Um...no, no, nothing else." He said, nervously.

He glanced back at Scully who now had a small smirk on her face.

Mulder nodded and looked over at Scully.

"Anything you want to ad...what?" he said, as Scully gave him a look.

As Peter looked over at Mary Jane, Scully glanced up at Peter and looked at his hand. Mulder followed her gaze and noticed the bandage for the first time. His eyes widened and he looked back up at Peter with a shocked look as Peter stared down at him sheepishly.

Behind Peter, May whispered softly...

"Busted."

*-----------------------------*-----------------------------*-----------------------------*

Chapter Seven

Peter gulped as Mulder and Scully stared at him.

"Seems you hurt your hand there, Peter." Mulder said, pointing to the bandage. "What happened to it?"

Peter's mind raced trying to come up with an explanation, any explanation. At the same time, he could tell it probably wouldn't do much good. He could see the Mulder and Scully already knew the truth.

"I...I hurt it yesterday. I cut myself while I was dicing vegetables." He said, sheepishly.

Scully sighed.

"Come on, don't give us that. I know my bandage when I see it. You're Spider-Man." She said. "I hope you realize too, Mister Parker, that it is a felony to lie to the FBI or to withhold information."

May suddenly darted in front of Peter.

"Please don't arrest my daddy." She begged. "He's lying because if the bad people find out he's Spider-Man, they'll come and hurt him."

Mary Jane stood up and stood beside Peter.

"That's right. Peter risks his life every day to keep both New York and us safe. He has to lie to protect himself and us from danger. Please, that's the only reason why he's been lying to you."

Mulder nodded.

"I understand. I think it's a very brave thing, Peter, to do what you do and put your life on the line to protect people you've never met." He looked at May, who had tears in her eyes and patted her shoulder. "I'm not gonna arrest your daddy and Scully and I'm not gonna tell anyone he's Spider-Man. Right?" he said, glancing at Scully.

Scully nodded.

"Right." She agreed.

May smiled and threw her arms around Mulder.

"Thank you! Thank you!" she cried out, as she hugged him.

Mulder hugged her back and smiled. As May broke the embrace and stepped back. Mulder looked at Peter.

"Now that we know who you are, perhaps we can help one another to catch Kasady and Brock?" he asked.

Peter nodded.

"Yes, I'm willing to share what I know from my experiences with both of them." He said.

Mulder thought for a moment and then his eyes widened.

"I have something in the car that might help you as Spider-Man. I have a very detailed file on Kasady going all the way back to when I was tracking him as a serial killer. It's got a complete psychological profile and everything. I think you might find it useful."

Peter grinned and nodded.

"Yes, I know a lot about Brock from working with him at the Bugle, but I only know bits and pieces of Kasady's life. Having a background on him would be extremely helpful."

Mulder smiled.

"Well, if you want to come out with me to our car. I'll get the file for you so you can look at it." He said.

Peter nodded.

"Sure. Thanks."

Mulder smiled.

"Anytime." He glanced over at Mary Jane. "If you'll excuse me, I'll go and get the file. Scully, why don't you stay and keep Mary Jane and May company while I get it."

As Scully nodded, Mulder stood up and Peter followed him out the back door. They walked out to the car sitting just outside the back door. Mulder unlocked the back door and reached over and got his briefcase. He unlocked it and pulled out a huge manila folder. Peter's eyes widened as he stared at the huge amount of paperwork.

"Wow!" he said. "You aren't kidding when you said it's extensive."

Mulder nodded.

"Yup, I think I have just about everything in there, from his profile to all the clues and witness statements from the murder investigations."

Peter opened the folder and began to thumb through the paperwork glancing over everything. He looked at Mulder.

"You don't mind if I borrow this for tonight and study it?" he asked.

"No, no! That's what I was wanting you to do. I didn't think you'd be able to absorb everything right now." Mulder said.

"Thanks so much." Peter said. "And in return, I'll tell you all I know about them and their symbiotes."

Mulder nodded, gratefully. Suddenly, his and Peter's eyes widened as they heard a crash of glass and May screaming.

"Shit!" Peter screamed. "I think someone just busted through the front door. Can you hold them off until I get upstairs and change into the Spider-Man costume I have in my bedroom dresser?"

Mulder nodded as he pulled his gun from his holster.

Peter looked at him.

"It won't take me more than a moment. I'm an expert at getting my costume on."

Peter dropped the file back on the car seat and Mulder quickly slammed the door and ran inside as he saw him start to climb up the house to the open bedroom window. Mulder raised his gun in front of him and put his hand on the door to the kitchen. Counting to 3...he burst into the house and ran into the hallway, pointing his gun towards the living room. His eyes widened as he saw Carnage at the damaged front door, holding Scully, Mary Jane and May in his arms.

"Alright, Kasady! Stop right there!" Mulder said, quickly crossing the hall towards the living room.

Carnage looked back at him and sneered.

"Aw, we're sorry, agent Mulder. You got here too late. And now they're going to have to suffer for it. Guess you should have been more careful and looked to see if someone was following you on the way here." He said, mockingly.

Carnage turned his head as Mulder started running towards him. At that moment, Peter came running down the stairs. He paused for a moment and then quickly threw a spider tracer. It landed on the back of Carnage's leg just below his knee as Carnage took off into the sky with Scully, Mary Jane and May kicking and screaming. Peter ran up beside Mulder who was now out on the porch staring at the rapidly disappearing Carnage as he flew into the sky. He looked over at Peter who had raised his mask to his forehead and was staring at the sky with a look of rage.

"What was that you threw on him?" Mulder asked.

"A spider tracer." Peter said. "It's a homing device. I can track where he goes. I just hope he doesn't realize the tracer is back there and destroy it. It may be our only hope of saving MJ, May and Scully. And, if he's hurt any of them..." Peter said, trailing off as his rage increased.

Mulder patted him on the shoulder.

"Don't worry. We'll get em back." He said.

Peter nodded.

"Yes, but we might need some help. Carnage is a formidable foe and we might need a distraction while we search. And I think I know just who to turn to."

Mulder looked at him.

"Who?"

Peter grimaced.

"Venom."

Mulder blinked.

"Venom? But, he's like Kasady. How can he help us?"

Peter shook his head.

"No, there are some things that he and Carnage differ in. Brock hates me, but there are two things he hates even more...Carnage, and seeing innocent people getting hurt. That is what I'm going to use to enlist his help."

"But will he go for it?" Mulder asked.

Peter nodded.

"I think so, I've formed an alliance with him against Carnage before. Hopefully, I can convince him to do it again. The only trouble is finding him, but I know where to start." He looked at Mulder. "You ride with me. Web slinging is much faster than a car."

Mulder grinned in spite of himself.

"Awesome" he whispered.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Oh Jesus!" Mulder yelled out as Peter carried him across the city.

His eyes widened as he looked down at the traffic far below him.

"How can you do this all the time and not get sick?" he yelled at Peter. "I get dizzy just from looking down."

"I was that way too when I first started out, but I'm used to it now." Peter screamed back. "Just try not to look down and hold on to me."

"Don't worry, I'm not about to loosen my grip, believe me!" Mulder said, his eyes bulging out.

Peter chuckled to himself. He spied the building they were looking for and with one last swing, Peter landed with his feet planted firmly on the building. Mulder's grip tightened as he felt himself dangling in space.

"Whatever you are going to do, can you do it so I can feel terra firma under my feet again?" He said.

Peter nodded.

"Don't worry, we're here." He said, inching over to a window beside him.

"Where's here?" Mulder said, trying not to look down.

"Brock's apartment." Peter said, trying the window.

He smiled under the mask when he found it unlocked. He leapt inside and Mulder sighed in relief as he felt his feet hit the floor.

"I'd kiss the ground, but there's a ton of dust down there." He said, pointing to the floor.

Peter nodded.

"Brock isn't the tidiest of people.' He said.

He motioned for Mulder to follow him.

"I just hope he's here." He muttered.

He checked all the rooms and finally found Brock sound asleep in his bed. He looked back at Mulder and pointed to him. Mulder placed one hand near his holster and followed Peter as he walked to the side of the bed. He motioned for Mulder to stand back and then slapped him as hard as he could. Brock grunted awake and blinked in confusion. His eyes widened and then narrowed as he saw Peter standing over him.

"You! How dare you invade our home!" Brock yelled, as the symbiote spread over his body. "We are going to teach you a less..."

"Just a moment, Brock. I need to talk to you."

Venom narrowed his eyes even more and snorted.

"What do you need to talk to us about, Peter?"

Mulder frowned and glanced over at Peter.

"He knows who you are?"

"Yes!" Venom said to Mulder. "We know exactly who he is. We know everything about him. And now, we are going to destroy him."

As he started to lunge off the bed, Peter grabbed him and sat him back down.

"I said, wait a moment, Brock. I didn't come here to fight you."

"Then what did you come here for?" Venom hissed.

"I need your help."

Venom roared with laughter.

"You need our help. What's wrong, Petey? Can't handle your battles yourself anymore?" he said, mockingly.

Peter ignored him.

"I need you to help me defeat Carnage."

"And why should we help you?" Venom spat out.

"Because he has Mary Jane, May and his partner hostage." Peter said.

He nodded as Venom grew quiet.

"That's right, Brock. He's holding innocent people hostage, and he's going to kill them. Now you don't want that to happen, do you?" Peter challenged.

He watched as Venom thought to himself.

"I need your help, Brock. I need you to help me create a distraction while Mulder and I get them out and then we need you to help us defeat him. Please." Peter said.

Venom paused and then the symbiote slid off his head to reveal Brock's glaring face. He folded his arms and stared at Peter.

"Alright, Parker. I'll help. But, don't think I'm doing this for you. I'm doing it because I don't want Kasady to hurt anyone. But, before I agree to this, you have to promise me one thing."

"What?" Peter said, dreading the answer.

"No one arrests me. I'm allowed to go free." Brock said, staring at Mulder.

Mulder looked over at Peter.

"Peter, he's a felon too."

Brock glared at Mulder

"Do you want our help or not?"

Mulder started to speak, but Peter raised his hand.

"Venom is a threat to me, but not to anyone else. Carnage is more of a threat to society, He's the one I want mainly behind bars." He looked at Brock. "Alright, Brock. You have a deal. No arrests."

Brock nodded.

"Now how do you figure on finding Kasady? If you think we know, you need to guess again."

Peter showed him the little TV. He pointed to the white blip on it.

"I put a little bug on Kasady. With any luck, it's still there."

Brock nodded as the symbiote slipped back over his head.

"Then let's go before he does something." He said.

*-----------------------------*-----------------------------*-----------------------------*

Chapter Eight

Carnage opened the door and threw Scully, Mary Jane and May to the floor.

"You're going to stay in here until agent Mulder comes. We want him to witness your deaths. Especially yours since you seem to be so close to him." He said, pointing at Scully. "With any luck, Spider-Man will get word of it and show up too. Then we can destroy him along with agent Mulder after we are done with all of you." Carnage slapped his hands together. "Ah, this is turning out to be a good day." He said.

He turned on a small electric lantern and set it in the room. He shut the door and all of them heard him fiddling with the doorknob. After they heard him stop, Scully tested the door and sighed when it wouldn't open.

"It's locked or he's figured out a way to keep the door shut." She said.

She began to look a way to open the door as Mary Jane cuddled May against her.

"Mommy, I'm scared." She said, with tears in her eyes.

Mary Jane rocked her and kissed her tears away.

"I know, baby. I know. Mommy's scared too, but we'll get away somehow." She said, reassuringly.

Scully sighed as her search turned up nothing. She grabbed the lantern and scanned the room. She looked up and pointed to a small vent above them.

"Looks like the only way out of this room is that small vent up there." She said. "We might be able to boost someone up there, but the vent is kinda small, only a child could probably get through..."

She paused as Mary Jane stared at her with her eyes wide. She looked down at May.

"May, honey. You could get up there. You have your daddy's abilities. You could climb up there and get that vent off."

"Then what would I do." May said, confused.

"Well, honey. You could crawl through the vent and see if you can get on the other side of this door. Then you could come out of the vent and open the door for us so we can all get out of here."

May stared at Mary Jane and then looked up at the vent.

"I could?" she said, uncertain.

Mary Jane nodded.

"You'll have to be brave though. Can you be brave?"

May smiled.

"Yup, I can be brave, mommy."

Mary Jane kissed her.

"That's my little girl."

Scully looked at the vent and back at Mary Jane.

"Are you sure you want to do this?"

Mary Jane shook her head.

"No, I hate to ask May to do this. But, we don't have a choice. Carnage may be back at any time and I'd hate to think what he has in mind for us. Besides, if May is up in the vent when Carnage comes back, at least she has a chance to get away." She said, hugging her.

"I could try to find daddy and Mulder too, mommy." May said.

Mary Jane smiled at her.

"I want you to try to see if you can open the door for us, first, honey. I don't want you getting lost up there."

"Okay, mommy."

Mary Jane pointed towards the door.

"Go in that direction and see if you can find a path towards the door while you're up there, honey, okay?"

May nodded.

Mary Jane hugged and kissed May.

"Be careful, baby." She said.

"I will, mommy."

May ran to the wall and began to climb up it. She crawled across the ceiling as Scully held the lantern up high to give her some light. May reached the vent cover and with a small grunt wrenched the cover off and dropped it to the floor as Scully and Mary Jane backed up away from it. May stared up and looked back down at Mary Jane.

"It's like tunnels in here, mommy." She said.

"I know, honey. That's the ventilation system. Air comes through that into different rooms."

"Oh, okay." May said, nodding her head.

She tentatively touched the metal within the shaft and found that her fingers stuck.

"I'm gonna go now, mommy. 'K?"

"Okay, honey. Be careful, please." Mary Jane said, nervously.

"I will."

Scully pointed to the lantern.

"Do you need this to see, May?"

May shook her head.

"Nah, I'll just use my spidey sense. Here I go!"

As she crawled up into the shaft, Scully looked at Mary Jane.

"Her what?"

"Spider sense. Peter has it too. From what I understand, some kind of buzzing goes off in their heads when they sense danger and they can also use it to navigate in darkness."

Scully raised her eyebrows.

"Wow! That's handy. I wish Mulder and I had something like that for the times we got into danger."

"Yeah, me too." Mary Jane said.

They looked back up as they heard May's voice echo through the shaft.

"Mommy, can you hear me?"

"Yes, I can hear you baby. Are you okay?" Mary Jane yelled back.

"Yup, I'm okay. I think I found a room. I'm gonna see what it is."

"Okay, baby. Just be careful and keep quiet just in case Carnage is around."

"I will, mommy."

They waited a moment and then they heard May's voice echo back to them.

"Mommy?"

Mary Jane looked up at the vent.

"Yes?"

"The door to the room is locked. I can't get it open."

Mary Jane cursed to herself.

"Do you want me to go and look for another room, mommy?"

Mary Jane paused as she bit her lip. She looked at Scully.

"It's worth a try." Scully said. "I think as long as she doesn't try to go down another shaft, she'll be okay. I can't think of any other options."

Mary Jane nodded.

"Honey?"

"Yes?"

"Go ahead, but keep going straight, honey. Don't turn any corners or anything. I don't want you to get lost."

"Okay, mommy. Here I go."

Mary Jane shifted her feet nervously praying that May would be able to find a way to unlock the door.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Peter landed with a thump outside an abandoned warehouse near the harbor. As Venom landed beside him, Peter released his grip on Mulder.

"You were right, Peter. That time around wasn't as bad as the first time." Mulder whispered.

As Peter pulled out his little TV, all of them stared down at the white blip.

"He's not too far from us." Peter whispered. " He's definitely in this building." He stared up at it. "I just hope Mary Jane, May, and Scully are too."

Venom pointed to the TV.

"Let us have that. We'll use it to find Carnage and keep him away from you while you look for them."

Peter nodded. He quickly explained how to use it and then they watched as Venom leapt up to a window. He paused to study the TV screen and then vanished from sight.

"Okay," Peter said. "Let's start looking."

He grabbed Mulder and hopped up to the same window. He quickly scanned around before he dropped silently to the floor. Mulder pulled the gun from his holster and held it at his side as Peter pointed towards a corridor.

"This way." He said.

Mulder pulled out his flashlight and shined it in front of him. As they entered the darkened corridor, Peter looked around.

"Keep an eye out. I have spider sense that normally tells me when there's danger around me, but Carnage knows how to block it. He could very easily get the drop on us if we aren't careful."

Mulder nodded, His eyes shifted from left to right as they moved cautiously down the corridor. They came to a door and tried it. They found it was locked and as Mulder raised his foot to kick it in, Peter stopped him.

"Wait. No need to do that. My spider sense is telling me nothing's there." He said.

"Except maybe Carnage." Mulder said.

"I hope not. I hope Brock will find him before he finds us, and keep him busy until we can get everyone out safely."

They moved along to the next door and Peter shook his head, as he sensed nothing. There were a few more doors after it and Peter scanned them all with his spider sense, but found nothing."

"Okay, this corridor is clean. At least, Mary Jane, May and Scully aren't here." He said. "I guess we'll try the next one."

They moved back up to the beginning of the corridor and checked around. Seeing nothing, they moved along the wall until they found another corridor. Mulder aimed his gun as he shined the flashlight down it and Peter reached out with his spider sense.

"I don't see anything." Mulder whispered.

Peter nodded his head.

"I don't sense anything either. I think we're okay."

Mulder nodded. He lowered his gun to his side and they started down the corridor. They came to the first door and found it was open. They both took a quick glance in and saw nothing. They prepared to move to the next-door when suddenly Peter put his hand on Mulder's chest.

"Wait, I'm getting something. My spider sense is going off."

Mulder frowned as he glanced around.

"I thought Carnage couldn't trigger it."

"He can't. It's something else."

"Venom?" Mulder asked.

"No, he can block my spider sense too. It's coming from this room and it's getting closer." He said, pointing into the open room.

Mulder glanced in and shook his head.

"I don't see anything."

"I don't either. But, I definitely sense something."

He walked into the room cautiously as Mulder raised his gun and followed alongside him. Peter reached out with his spider sense and pointed to a vent above them.

"Up there." He said, softly.

Mulder raised his gun and put his finger next to the trigger. Peter crouched down, preparing to jump up the ceiling when he suddenly heard a small voice coming from the vent.

"Daddy?"

Peter's eyes widened and a grin spread across his face.

"May!" he cried out as Mulder breathed a sigh of relief and dropped the gun back to his side.

"Daddy! I found you!" May said.

"Yes, sweetie!" Peter said, overjoyed.

He paused for a moment.

"What are you doing up in the ventilation system, though?"

"I'm looking for a way to get back to the locked door so I can open it and let mommy and Scully out." She said.

Mulder and Peter looked at each other.

"Are they nearby?" Mulder said.

"Yup, I think so. I don't think I went too far." May said, thinking.

"Well, come down out of there, sweetie. This door is open." Peter said, pointing over to it.

"Oh goody, I'm so glad. It's dusty up here, I've been sneezing lots." She said.

Mulder chuckled as Peter leapt up and told May to get back. He wrenched the vent cover off and May peeked her head out and smiled at him.

"Hi there, daddy." She said, with a smile.

Peter raised his mask up to his forehead and smothered her face with kisses as May giggled.

"Oh thank God, May. I'm so glad you're alright." Peter said.

"I'm okay, daddy. Mommy and Scully are okay too. They couldn't get out so they asked me to find a way to open the door. I'm very brave." She said, with a grin.

"Yes, you are, baby. Yes, you are." Peter said.

He guided May out through the hole in the ceiling and holding her in his arm, leapt back down beside Mulder. May grinned at him.

"Hello, Mulder."

"Hello, May." Mulder said, tousling her hair.

May looked at Peter.

"Did you kick the bad guy's butt yet, daddy?"

Peter laughed.

"Not yet, honey. We wanted to find you and mommy and Scully and make sure you were safe before we did that." He kissed the top of her head. "Can you show us where mommy and Scully are now?"

May nodded. She grabbed Peter's hand as he pulled his mask back down over his face.

"This way, daddy." She said.

They went out the door and Mulder and Peter quickly looked around as May pointed down the darkened corridor.

"I came from this way, daddy." She said.

Holding Peter's hand, she guided him down the corridor as Mulder followed.

As they reached the door at the end of the corridor, Peter suddenly sensed people on the other side. He pointed to a rope that was running from the doorknob back to a locked door on the other side of the corridor. He made May stand back with Mulder and he bent over closer to the door.

"MJ? Scully?" he called out.

"Peter?" Mary Jane said.

He heard Mary Jane run to the door.

"We're in here, Peter. May is up in the ventilation system. We haven't heard from her for a couple of minutes."

"I'm right here, mommy. I found daddy and Mulder." May called out.

"Oh thank God." Mary Jane said, relieved.

Peter walked to the door on the other side and grabbed hold of the roap. With a grunt, he broke the rope in two as Mulder opened the door. Mary Jane ran to Peter and Scully ran to Mulder and both couples embraced. Mary Jane broke the embrace and she held May tightly and kissed her cheek.

"Good job, sweetie." She said, in her ear.

"Thank you, mommy." May said, kissing her cheek.

Peter looked at Mulder and Scully as Mary Jane and May broke their embrace.

"Okay, now that they're safe. We can concentrate on Kasady." He said.

He turned to Mary Jane.

"MJ, take May and find a place to hide away from here, where you'll be safe."

"Scully, you go with them and keep an eye on them, just in case Kasady gets out of the building."

Peter looked at Mulder, as Scully nodded.

"You sure you're up to this?"

Mulder nodded.

"I want to personally make sure that son of a bitch is caught." He said.

Peter nodded.

"Okay, just be careful. He's a lot stronger now then he was when he was just Cletus Kasady. Hopefully, by the time, we catch up to him, Brock will have worn him down."

"Venom's here too?" Mary Jane asked.

"Yes, but he's on our side for the moment. I convinced him to help after I told him Carnage had hostages. I hope now that you're safe he won't just decide to up and leave." Peter said.

Suddenly, everyone heard a loud crash and Venom and Carnage's voices echoing throughout the warehouse. Peter looked at Mulder.

"I guess they found each other." Peter said.

He gave a quick kiss to Mary Jane and May through the mask and Mulder kissed Scully. Peter looked at Mulder and they started down the corridor towards the fight.

*-----------------------------*-----------------------------*-----------------------------*

Chapter Nine

They reached the scene of the fight just in time to see Carnage flying out a broken window. They looked over and stared at Venom who was lying motionless on the ground.

Peter and Mulder ran to him and Peter bent down to check Venom. Peter looked up at Mulder.

"He's alive. He's just been knocked out. I don't think he has any really serious injuries though it's hard to tell with the black symbiote covering his body." He said.

"If he doesn't recover, we could get Scully to check him." Mulder said.

Peter looked up at him.

"That depends on whether or not the symbiote would let her." He said. "I know Eddie is a loner and he'd rather just heal on his own. Still, he might let Scully since she is a pretty red head and I know he's commented on how beautiful MJ looked in the past. Of course, he was usually trying to push my buttons when he was saying that, but, I think he does think that anyway. Anyway, I think he'll be okay for the moment." Peter said, grabbing the TV screen that is laying beside him. "We gotta stop Carnage more than anything."

He glanced down at the screen and smiled under his mask.

"Good, the tracer wasn't knocked off. He's coming in loud and clear."

He grabbed Mulder and shot out a web line. He and Mulder swung through the same broken window Carnage had exited from as Peter began to track down Carnage.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"I think this is good place to wait." Scully said, as they huddled in an abandoned warehouse next to the one they had just left. "We don't want to go too far. They'll probably start calling for us as soon as they're finished and we don't want to be out of earshot."

Mary Jane nodded as she cuddled May against her body. The air inside the building was cold and she was trying to keep May warm as she shivered beside her.

"Mommy, I'm hungry." May said, softly. "When we get home. I want a cheeseburger and French fries and milk and some cookies and some fruit roll ups and some twinkies and..."

"Whoa, hon. You want all that?" Mary Jane said, laughing.

"Well, mainly the cheeseburger and French fries." May said, giggling.

Mary Jane shook her head as she chuckled. Suddenly, she frowned as she noticed May get an odd look on her face.

"What is it, hon?"

"Um...my spidey sense is going off."

Mary Jane's frown deepened.

"It is?" she asked, as Scully stared over at May.

"Yeah, and the buzzing is getting bigger." She said, her eyes widening.

Mary Jane looked at Scully. Suddenly, they gasped as they saw a red blur enter the room. Carnage jumped to the floor in front of them and grinned.

"Well, well, here we were trying to find a place to rest a moment before we went and finished off Agent Mulder and Spider-Man and we run into all of you." He said, gleefully. "We wondered if you had been rescued yet. We figured that was why Venom was around as a distraction. Well, we finished off Venom and now you're next." He said.

Scully aimed her gun at Carnage's head and Mary Jane stood up and stepped around May to shield her from him. Carnage licked his lips in anticipation.

"Oh goodey, We love it when our victims put up a fight. We get some exercise that way. Too bad it's going to be a short battle though, but we'll love the taste of your blood on our lips."

Suddenly Carnage's eyes widened.

"NO! not yet!" he said, as he sensed Peter and Mulder behind him.

He let out a scream of rage as he turned around. He let out another scream as one of Mulder's bullets tore into his left side. He grabbed his side and snarled at Mulder.

"Lucky shot, agent Mulder, but it's too bad you didn't kill us with it, because you won't get another chance." He yelled.

He flung himself at Mulder and grunted as Peter did a roundhouse kick to his jaw. Scully, Mary Jane and May got out of the way just seconds before he flew past him to the back wall. Taking advantage of his momentary daze, Peter hustled the three of them out the door before he and Mulder stepped inside.

"You are under arrest, Cletus Kasady, for the murders of several people in that little jailbreak the other day, not to mention all the other charges we'll bring against you once we get the body count tallied up."

Carnage sneered at him.

"You think you can arrest us, agent Mulder. We're capable now of ripping through you like tissue paper the minute you get anywhere near us."

"Not if you're knocked out, Carnage." Peter said.

He jumped and Carnage flung himself at Peter's stomach catching him in a head butt. Peter grunted as he felt the wind knocked out of him. He hadn't fully recovered from the fight at the hotel and his insides felt like they were on fire. But, he heard Mary Jane and May screaming for him to get up just outside the door and that was all he needed to give him his second wind and the courage to face one of his greatest foes.

His eyes widened as he saw Mulder rush over.

"No, wait!" he tried to call out.

But it was too late. Carnage had seen him coming. He threw a backhand and caught Mulder in the jaw. As Scully screamed, Mulder flew back and smacked against the wall.

"Okay, bad mistake." He said, rubbing his head.

"Mulder?" Scully called out.

"I'm okay, Scully." Mulder said, groaning as he felt a knot growing on the back of his head. "Sorta..."

Carnage sneered at him.

"See, what did we tell you, agent Mulder." Carnage gloated." You are a weakling compared to us. We will finish you..."

"Hey, Carnage..."

Carnage looked down at Peter for the first time since he had knocked Mulder against the wall. He gasped as Peter's fist slammed into his face and sent him back against the wall.

"Let's see how you like it." Peter said, leaping up.

He smiled underneath his mask as he heard Mary Jane cheer and May yell out "Go daddy, kick his tush!"

Peter chuckled. He kinda liked having a cheer section. It helped boost his spirits as he was fighting.

He glanced at Mulder who nodded and gave him a weak smile as he stood back up. He and Mulder both advanced on Carnage. Suddenly, Carnage flung himself past him towards the door. Peter screamed a warning and saw Scully get out of the way just as Carnage made it outside the door.

"Shit!" Peter mumbled, suddenly not glad he had a cheer section.

He reached the door and paused. He watched as May suddenly flung herself at Carnage and with a "Leave Spidey-Man alone!" hit him square in the jaw as Mary Jane gasped. Her little fist didn't do much damage, but it was still powerful enough to knock him on his ass.

"Thanks, May." Peter yelled out as he lunged at Carnage.

As Mary Jane pulled May back, Peter felt Carnage grab his hand and try to fling him over his body. Peter gripped his wrist as he felt himself go over and instead of being flung across the room, he felt himself land beside Carnage's body. He instantly flung his hand holding Carnage's wrist over his body as he imitated the exact same move. His move was successful as Carnage was flung halfway across the building and into a concrete wall. As Carnage got to his feet, he yelled out as Mulder shot him in the leg. He fell over for a moment and then flew up into the sky. Peter gauged the distance and then leapt up in front of him, he flew onto Carnage's back and shot a web line to the floor. Carnage gasped as the web line grew taut and he slingshot back into the ground, screaming as he landed directly on his injured leg and side.

Peter took the opportunity and began to punch him in the head several times. He finally stopped when he heard Carnage groan and slip into un-consciousness.

"Jesus." Peter said, panting as he rolled off of Carnage's prone body. "I really hate fighting that guy. Almost as much as I do Venom. I have to sleep for a week afterwards." He said, sitting up.

"Yeah!!!! Daddy did it!" May said, running to him and hugging him.

Peter hugged her back and raised his mask to kiss her cheek.

"We all did it, honey." He said, looking around. "And I have to say, you were great, hon. You got quite a right hook there."

May beamed.

"Maybe someday I'll become Spidey-Girl, so I can kick people's butts with you?" May said, hopefully.

"Um, we'll have a talk about that when you're older, May....Much older." Mary Jane said, bending down to hug and kiss Peter.

Scully and Mulder hugged and kissed each other.

"Wow, Mulder. That was pretty impressive. You went up against that and you didn't get your ass kicked too badly." Scully said, pointing at Carnage.

"That's right. Fox Mulder is the baddest MoFo around these parts." He said, laughing.

Peter, Mary Jane and May looked at him.

"FOX? YOUR NAME IS FOX?" they said, in unison.

Mulder groaned as everyone giggled.

"I wish my mom had never called me that." He said.

Ignoring the giggles, he took out a pair of handcuffs and handcuffed Carnage's hands behind his back as Scully borrowed Mulder's cell phone to call the police.

"Book em, Fox!" Scully said.

Everyone broke out into more giggles as Mulder glared at her.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

As Mulder and Scully finished up with Carnage, Peter ran over to check on Venom. He swung back through the same window they had used earlier and sighed when he saw that Venom was no longer on the floor.

"Figures....Probably was afraid we were gonna go back on his word and arrest him." Peter said.

"No, actually we were just resting up here off of the ground."

Peter looked up and saw Venom huddled in the rafters above him.

"We're almost ready to fight Carnage again." He said.

"There's no need, we got em." Peter said.

Venom's grinned widened.

"Good, we were hoping you would say that. We're hurting badly."

He frowned.

"What about Mary Jane and the FBI agents and your daughter?" He asked worriedly.

"They're safe. Mulder is a bit bruised from fighting alongside me, but he'll recover."

Venom's grin returned.

"Good, we are glad to hear that. It's too bad that you were not annihilated, but oh well, leaves something for us to do later on." He said, shrugging.

"Admit it, Brock. You would be heartbroken if I got killed." Peter said, grinning.

Venom thought for a moment.

"Nah, we would be heartbroken because the anticipation of ending your life would be gone, but we wouldn't miss you one bit."

"Uh-huh." Peter said. "I'm the main reason you are Venom. Without me, you would be nothing more than Eddie Brock with goo all over him."

Venom seemed to consider it and then shrugged.

They looked over as they heard police sirens wailing in the distance. Venom looked down at Peter.

"I guess this is where we say..."We will meet again, Peter and next time, we'll destroy you."

And this is where I say..."Yeah, yeah...like I haven't heard that a thousand times." Peter said, rolling his eyes.

Venom waved at Peter and leapt up to the broken window. He paused and looked over at Peter.

"See ya 'round, Parker." He said, shooting out a web line and swinging away.

"You better believe it, Brock and next time you won't get a get out of jail free card." Peter said.

Peter pulled down his mask and went to fetch Mary Jane and May before the police arrived.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The next day, Peter and Mary Jane were watching the news as May played outdoors. They looked at each other and grinned as a news bulletin came on about the capture of Carnage. As they saw a still unconscious carnage being taken away in a straight jacket and loaded into a steel truck, Mulder and Scully stood and watched him. Then, the reporter came up to Mulder.

"Is it true you were responsible for the capture of Carnage?" the reporter asked him.

"A little, but I had my partner and Spider-Man helping me."

"And of course, the little spider slugger too." Peter said, winking at Mary Jane as she giggled.

"And I just want to say to Spider-Man, thanks." Mulder said, as Scully nodded and smiled beside him.

"You're welcome....FOX!" Peter said laughing, unaware that the door had just opened and May had let Mulder and Scully in.

"Um...Peter?" Mary Jane said, pointing to them.

Peter turned and cleared his throat as Mulder glared at him.

"Making fun of my name again....SPIDEY?" Mulder said.

"Well you have to admit it is an unusual name." Peter said, sheepishly.

"Believe me, I know. I've lived with it." Mulder said, as he and Scully walked into the living room.

Peter stood up and grabbed the huge manila folder that was lying on the table beside him.

"Thank you so much for letting me see this. It's been really helpful." He said, handing it back to Mulder.

Mulder nodded as he took it.

"And thank you, for helping me catch Kasady. Hopefully, we've seen the last of him."

Peter snorted.

"I wouldn't bet on it." He said. "He's pretty resourceful when it comes to escaping."

"Well, the next time he does, we'll just team up again and kick his...tush?" Mulder said, grinning at May as she giggled.

"Yup, his big red and black stripped tush." Peter said, tousling May's hair.

"And believe me, I won't tell anyone who you really are, I swear." Mulder said, crossing his heart.

"Like anyone would believe him, anyway." Scully said.

Mulder looked at her.

"Scully?"

"Yeah?"

"Shut it."

"Ought oh...gonna be a rumble in the house." May said, backing away.

Mulder grinned at her.

"Nah, we always act like this. It's fun teasing Scully."

"Yup, he has to tease me because he's such a wuss if he tries to tease a man, they'll wail on him." Scully said, giggling as Mulder shot her a look.

"Anyway." Mulder said, changing the subject as everyone giggled. "I hope you have insurance." He said, indicating the missing front door and the sheet of plastic covering it.

"Oh, we do. Don't worry. It isn't the first time we've had to replace something around here." Peter said, looking at it.

Mulder nodded.

"I can imagine." He said. "I'll probably end up the same way as you eventually. Some alien will kidnap me someday and give me superpowers." He said, chuckling.

"Yeah, they'll sick a rabid fox on him and he'll be Super Fox." Scully said, chuckling.

Mulder shook his head and rolled his eyes as May giggled beside him. He leaned down and pointed at her.

"She'll be my sidekick, Vixen." He said, winking.

"Ha! Only in your dreams, Mulder." Scully said, as May laughed harder.

Mulder stood up and grinned as he shook Peter and Mary Jane's hands.

"Well, hopefully, we'll see ya around Spider-Man. If you're ever down in DC, come by the FBI headquarters and visit us."

"Yeah, we'll be in the basement." Scully said.

Mulder sighed as Peter and Mary Jane stared at Scully with a confused frown.

"Let's go, Scully. We've embarrassed ourselves enough for one day." Mulder said.

He turned and waved to everyone as he and Scully walked back out the door and headed towards the car. As they were getting in, Mulder paused and looked at Scully across the top of the car.

"Super Fox?" he said.

"Vixen?" Scully said.

They looked at each other and then burst out laughing as they got in the car and drove off.

THE END