"Ugh... Thank god Pete got me out of that thing... It feels... Kinda good in a way." Carol murmured to herself as she flew across New York to get fresh air. /hmm... Maybe if I did that thing I did with Lizzy, she would like me and let me bond with her!/ Carnage thought as it slithered around under Carol's costume. "A Symbiote its called? That means there's more than one... I have to watch out then. But can there be one that's peacef-haaaa! What the-?" Carnage massaged her flaps mid flight. "S-something's inside me! Aaah oooh... I-I can't take my suit off now!" She moaned softly as she grabbed her crotch and continued flying. /Carol.../ Carnage whispered in her mind as it teased her pussy. "Wh-who's there?" She stopped her flight, hand still at her crotch, softly moaning. /I'm Carnage, a Symbiote spawn from the one that you had just encounter. I am in your suit right now./ Her eyes widened. "What!? Please get off me! I-I can't just take off my suit in public! Let alone in the middle of the air!" She communicated through her mind. /Listen, I need you to calm down and land on a rooftop. I just need you to be my host for a short while okay?/ She followed the exact instruction on landed on top of a random rooftop. "Now please get off me!" Ms. Marvel squeaked the first time in forever. /I'm sorry but I need you as my host, I need to find someone but I don't have a body./ It spoked to her in a calm manner. Carol's breathing became shaky. "I-I... Okay. If you promise to let me go after this. H-hey what are yo-" Carnage slithered under her costume, coating her abs and back. It covered her breast gently and finished with her nipples. It launched out of her sleeves onto her arm. Tracing her every inch. Her biceps budging with muscle. As more and more mass stretched over her arm, she became more defensive and randomly charged up an energy blast. It soon faded away as Carnage completely engulfed it as well as her hand. The Symbiote's mass poured down her thighs from her suit, wrapping around her muscular leg. Tracing her every curves down to her calf. It finally reached her toes as it encased her in. "W-what are you doing to me?" /hm... We don't look Carnage enough./ Tentacle burst out of her costume and start tearing away at it. Pieces of the latex dropped on the floor as the tentacles retracted into her Carnage costume. Carnage reached out from behind and engulfed her head with its mass. Gooey redness poured over her eyes but soon retracted, letting her blonde hair flow. "W-wait... You're doing the thing that the black one did! You're gonna take my body! Get off!" She grabbed at the Crimson red mask and pulled it away from herself, resulting in it retracting back instantly. "NONONO!" She summoned two energy ball, but instead of being yellow, it's red with a black aura. She launched it at herself, but it just sunk into her new costume. "Get off me you piece of shit goo!" She grabbed at her gloves and tore it apart and thew it on the ground. It quickly came to life and crawled onto her leg again. Her hands was then quickly consumed by another glove. "You didn't say anything about me becoming a monster!" Her fingers bulged and turned into long sharp claws. Her feet morphed and turned into talons. /Would you please calm down! Or I'm going to take you over!/ Carnage shouted in her mind. "You expect me to calm down when you're on my body ready to control m-" She attempted to grab at the suit once more but felt her right arm stop as it moved on its own. Her hand clenched into a fist and strike herself in the face. /Would you please now calm down?!/ Carnage sighed in annoyance. "I-I... What have you done? What am I?" She stuttered. /You're She-Carnage. Not Ms. Marvel. Use your power as much as you want, you can't burn me off. Instead of energy you're just creating adrenaline and feeding it to yourself like you just did./ Carol's body starts to shake. "I-Im She-Carnage..." /Bingo! Now, here's the deal. I offer to pleasure you, but in return, you'll lend me your body and power okay?/ She nodded hesitantly. /Good... Now, you can transfer your power to someone temporarily right?/ Her eyes widen, shocked. "How did you know?" She stood up frustrated. /not important. Okay so.. I need you to charge as much power as possible, break your limit if you can. / "tsk... I swear if you're up to something." She clenched her fist as charged up her power. Her hair turned into an evil purple with a black aura. He whole body, flickered with black lightning. She then let out a scream as a pillar of purple light came down. She-Carnage started glowing red as she then hovered above the rooftop. "I-is this enough? Haa... Haa..." She panted tiredly. /Just a bit more.../ Symbiote Carol let out another scream. A darker pillar of purple shines down on her. Her hair turned dark purple. "I-I can't hold it anym-" Carol black out, however her power was accidentally transferee over to Carnage. "Ha... Haha.. HAHAHAHAHA! She was foolish! She should have learned I can absorb her power. Mmmm... Yes! Carol Danver? Ms Marvel? I don't think she deserve that name or power! Only someone close to Peter deserves it! Gwen might just be in the right position." She-Carnage talked to herself with full control over Carol's transformed body. She twiddled with her glowing black hair as her eyes glowed with a dark aura. Her back then burst out with black tentacles that stood her up in the air and ready her for a launch off. It contracted then pushed the newly form She-Carnage into the air. A black streak of light followed her as she fly to where Gwen was.
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