"Perfect... Now we just need to find Gwen. Luckily we heard she moved in with Peter. There is also information about her being SpiderWoman.... Ugh, we just have to search for her the hard way." She-Carnage spoke to herself with full control over Lizzy's body. She hopped from building to building, until she looked down on the streets. There was fire all over the ground, and it looked like Ms. Marvel and Spidey is together facing off venom. "Hmm, she isn't Gwen but... We think if we just use her body instead. We will find Gwen quicker. But of course, that is easier said than done though. She has an intense fire power and flight." She hopped down to an alley near by, watching the fight in the dark. "Hm, he doesn't seem too tough." Carol laughed as she uppercut Venom "Hey, you won't be saying that until IT takes you over and use your body." Peter joked. "What do you mean by it?" She dodged to the side, making venom miss it's attack. "It's a Symbiote. It have mind controlling power, but it need a host to latch on to." As venom launched itself toward Peter he ducked and Ms. Marvel sent an energy blast right into Venom's mouth. It's jaw starts to glow as it was exploded off of it's face, barely revealing Eddie. Venom was exhausted and tired as it regenerate it's mass. "So what you mean is the Symbiote thing is powerless without a human host?" She asked, sending another blast toward the black beast. However Venom blocked it with organic shield. "What the? Venom is losing to that girl?" Carnage flinched at the thought of it getting burned off just by being near her. Carol flew feet first toward venom, knocking it back a couple step. She then sent a left jab toward Venom's lower jaw and set it flying off to the side. "AARGH!" Venom screech from the pain. "Hold on big boy, we're giving you a teeth surgery." She reached deep inside it's throat and grabbed Eddie's bald head. She forcefully pulled him out of the living suit and threw him on the side. "Hm hm hm... Rookie mistake... Carol..." The Symbiote smiled as it looked her straight in the eye. "Huh?" She tried forming another energy blast on her hand but it was blown away. "You're strong... But we will make you stronger..." The Symbiote swirled around Carol like a tornado, wrapping her in it's body. Her hand and toes became sharp claws, her mouth became wider and wider as sharp, monstrous teeth formed. Instead of a white spider symbol, a lightning symbol formed as if it was leaking energy. Her hair turned into fire and energy. Suddenly, everything froze and turned grey as Spidey turned around. "Oh great... This is worst than any other Venom!" The grey background then faded back to color as everything continue. "Yessss... Carol... Ours! You will perish Spider!" Symbiote Carol Danver focused her energy on both of her hand and combined them. She sent out a massive energy burst at Peter. "Things would have been much better if she was on my side." He leap to the side last second as pieces of his suit was burnt off. The energy ball then fade away as Peter's left arm starts bleeding. /This isn't good! Venom is too strong with her power. If we get her power then we would find Gwen in no time./ She-Venom charged up an energy beam with both of her hands. "Hey Spider! Come her and face your demise! AAHAHAHAHA!" She grinned as her menacing teeth start to show. As the beam charged fully charged, it was launched at Spidey at supersonic speed, giving him little time to dodge. However, he barely escaped the devastating blast by deflecting it with his web shield. /I need some sort of sound to get it off her!/ Peter thought as he scanned his surrounding. Luckily, they were at the same church that he got rid of the Symbiote a moment ago. He used his spider sense to dodge the flying energy blast from behind as he swings to the church. Venom was right behind him laughing. "GAAHAHAHAHA! WE CAN FLY!!" Spidey manage to go through the arch of the bell tower as he webs up the entrance. He then hide on the ceiling. The symbiotic Carol finally caught up to him and tore down his web wall. "Where are you ssspider? What the? GAAH!" Peter webbed Carol's or Venom's eyes up and start hitting the bell as hard as he can. Pieces of the Venom Symbiote ripped itself off of Ms. Marvel bit by bit. Spiderman hit the bell so hard, it hit venom on the other side. Slowly, Carol gained her consciousness back and tore off the rest of the Symbiote herself. Venom barely escaped the two hero by slithering down the cracks of the wooden floor. Carnage watched from a rooftop. /Sorry Lizzy, I have to go./ /It's okay... I think was fun with you!" Carnage slithered off of the girl and down near the church. It quickly made its way up the stair and found Carol and Peter talking. Taking it's chance, it crawled onto her leg and slithered upward inside of her suit and waited there. "Hmm, well see ya Pete!" She waved as she took off into the sky. /I-I'm flying! This girl is strong.... I need to be careful. She is unstoppable if she knows I'm trying to invade her mind. But maybe if she was sleeping. And then there is also the peaceful method./ Carnage thought under Carol's costume.
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