With Fred acting as his navigator, Shazam tore through the sky at blinding speed, heading toward the hero he had already started referring to as the Bug Hero. From the news footage alone, it had been obvious Spider-Man was struggling against the creature—a towering mass of red slime with a ripped, monstrous physique that twisted and reshaped itself at will, its face warped into something that clearly wasn't human. Even from a distance, the thing looked wrong in every possible way.
As he flew closer, the noise reached him first. Long lines of traffic clogged the streets below while blaring horns, distant screams, and the echo of destruction filled the air, making it clear he was nearing the battlefield. But when Shazam finally arrived above the scene, the reality of it was far beyond anything he had seen on the news earlier.
Entire sections of the city block had been wrecked. Cars were overturned like toys, windows had been blown out of nearby buildings, and smoke curled upward from shattered streets. The devastation alone painted the picture of just how brutal Spider-Man's fight against Carnage had become.
Then he saw Spider-Man who was locked in combat with the red symbiote monster when Carnage suddenly ripped a truck from the street and hurled it at him with terrifying force.
The massive vehicle spun violently through the air, yet Spider-Man reacted instantly, springing upward with acrobatic grace to avoid the collision. Midair, he shot webs from both wrists toward the truck, catching the several-ton vehicle before it could smash into the glass front of a nearby restaurant.
The truck stopped only inches away from the building. Muscles straining beneath his suit, Spider-Man let out a grunt before swinging his arms and launching the truck straight back at its sender.
Carnage answered with monstrous speed. The creature leapt high into the air, soaring above the incoming truck as crimson tendrils burst from his arms. They sharpened into harpoon-like spikes that pierced deep into the metal body of the vehicle. The symbiote flipped aggressively in midair, using the embedded tendrils to seize control of the truck before violently slinging it back downward at Spider-Man from high above with even greater momentum than before.
The entire exchange happened so quickly it barely felt real, more like flashes of violence happening in the span of a heartbeat.
Spider-Man reacted as quickly as he could, instincts firing at full force as the truck came hurtling toward him. Even then, he could already tell the timing would be dangerously close.
Just before he made his evasive leap, his spider-sense suddenly flared again, warning him of something else entirely. Before he could even process what it was trying to tell him, the world blurred for an instant.
The next thing he knew, he was no longer standing where he had been a second ago.
The truck slammed into the street with a deafening crash, metal crumpling violently as the pavement shattered beneath the impact.
"What the—?" The words barely escaped his mouth before he became aware of another presence standing right beside him.
"He sure is an ugly fellow."
Spider-Man instantly leapt backward, creating distance between himself and the newcomer as his eyes locked onto the figure now standing where he had just been moments earlier.
"What's his deal anyway?" the stranger asked casually, sounding almost unimpressed despite the chaos around them. "And before you go all web-slinging on me, I'm not your enemy." He raised both palms in surrender-like fashion as he spoke, clearly referencing Spider-Man's earlier attempt to rapidly web up Carnage and pin down the symbiote's tendrils before they could spread further destruction.
Under normal circumstances, Billy probably would have stayed back and watched the fight unfold out of curiosity alone. Part of him genuinely wanted to see how the bug hero handled himself against an enemy like this.
But after witnessing how brutal the battle had become—and how much Spider-Man was being pushed around—he couldn't shake the feeling that the city was dangerously close to losing one of its heroes. What bothered him even more was the thought that the others were probably staying out of it because this might not be a villain in their rogue gallery and wouldn't want to butt in on Spider-Man's business, leaving him to deal with a nightmare like Carnage alone.
"Is it just me," Shazam continued, glancing toward Carnage, "or does ugly over there look like some distant cousin of yours? Definitely from the dark side of the family tree."
Spider-Man stared at him beneath the mask, his entire posture radiating confusion as he tried to process the random stranger casually cracking jokes in the middle of a deadly battle. "And who are y—"
Spider-Man barely managed to get the words out before an alarming shriek suddenly ripped through the street. The sound was somewhere between a roar and the scream of tearing metal, sharp enough to rattle nerves and freeze movement for the briefest second.
"Hold that thought," Shazam said casually as he snapped his fingers.
At that exact moment, Carnage had already gathered momentum beneath himself. Tendrils extended from his body and rooted into the ground like massive twisted vines, coiling with tension as the monster prepared to launch itself directly at Spider-Man's sudden new ally. Before it could move, however, a massive yellow bolt of lightning came crashing down from the clear sunny sky with blinding speed.
SCREEECH!!
The symbiote creature let out a horrifying scream of agony as electricity surged violently across its body. Crimson tendrils exploded outward in every direction, twitching and flaring uncontrollably from the shock. For a brief instant, beneath the writhing mass of red slime, the face of an actual man became visible—as though the lightning had forced the symbiote apart just enough to expose the host trapped underneath all that living nightmare.
What came next was Shazam's fist which slammed into Carnage's warped, slime-covered face with monstrous force, sending the creature rocketing through the street like a missile. The symbiote's solid form tore through debris as it flew toward the building across the road, on course to either crash straight into it or burst clean through the structure entirely.
But before that could happen, Shazam vanished in a blur of speed. In less than a heartbeat, he appeared directly in the creature's path, hovering above the ground with his fist already raised. The moment Carnage reached him, Shazam drove his punch downward with crushing force, smashing the monster straight into the pavement.
The impact detonated across the street, the ground sinking beneath Carnage as deep cracks webbed outward into massive craters while the symbiote's body collapsed into a grotesque, shapeless blob of red flesh.
Clearly it wasn't just an attack meant to overpower the creature. Shazam had deliberately intercepted it to prevent even more destruction. If Carnage had crashed into that building, there was every chance civilians could have been hiding inside.
For the moment, the symbiote looked finished. Its body lay in a twitching puddle of fleshy slime, almost as if the lightning and raw force had drained every ounce of energy and aggression from it.
"Thanks for the help, stranger," Spider-Man said, his tone noticeably more friendly now as he approached.
"Thought you could use a hand," Shazam replied casually. But before the moment could settle, his eyes shifted toward the spot where the red puddle had been seconds earlier.
It was gone.
The only thing he caught was the last bit of crimson biomass slithering rapidly through a gutter opening that led straight down into the sewers.
"Shit, it got away," Shazam cursed as he turned back toward Spider-Man. "What even was that thing anyway?"
"I honestly don't know," Spider-Man admitted while scanning the surrounding streets for injured civilians who might need help. As he spoke, he pointed toward a mall not too far away. High up along its wall was a massive hole, as though something—or someone—had been violently smashed straight through the structure and hurled out onto the street. "It just showed up a while ago and started causing all kinds of chaos."
"Oh…" Billy let out quietly, taking in the damage again while mentally noting just how absurdly strong this bug-themed hero actually was. Anyone who could survive a fight like this against that monster and still stand was definitely not normal.
"Any relation to Thor?" Spider-Man suddenly asked, curiosity obvious in his voice as he looked Shazam over.
"He's more like an older brother figure," Shazam replied casually with a shrug. "But no, we aren't related."
Not knowing what to think of it, he chose to take it as is. "I see. Well, I'm Spide—"
Spider-Man abruptly stopped mid-introduction as his spider-sense exploded through his skull like an alarm bell. Every instinct in his body screamed at him that something terrible was about to happen.
He spun around immediately. Not too far ahead, a manhole cover had been pushed aside, and beside it sat the same grotesque red blob that had escaped into the sewers moments earlier. The instant Spider-Man locked eyes on it, the mass rapidly expanded and reshaped itself, rising into that familiar two-legged monstrous form.
Carnage crossed both arms over his chest in what almost resembled a twisted self-embrace, as though preparing to unleash a wide spread of biomass across the entire area. Maybe it was another roar. Maybe a direct attack. Whatever it was, Peter didn't need to understand it fully to know it was catastrophic. His spider-sense blared so violently that every nerve in his body practically screamed danger as he imagined an explosion of crimson biomass and writhing tendrils burst outward from the symbiote in every direction.
Tendrils shooting through the air with horrifying speed, spreading across the street, slamming into vehicles, buildings, and anything else in their path. One of the news helicopters hovering above scene might get taken down by a stray. And that tendril could speared straight through the glass cockpit and violently pierced the pilot through the chest.
But that wasn't the worst possibility that crossed both their minds when they saw it take that stance while radiating sinister intent.
And of which if that was to happen, the tendrils could go on parasitic spread, leading to a pandemic. Though both heroes were ignorant to this as it is their first time coming across such.
But the worst scenario was for its spread out biomass to lash through crowds and wrapped around civilians, while smaller strands of the living biomass forced their way into human bodies, infecting hosts as terrified screams filled the street.
But before Carnage could release whatever nightmare was coming next, a massive bolt of lightning crashed down onto him.
Unlike the earlier strike, this one didn't disappear after impact. It became a continuous stream of crackling yellow energy pouring directly from Shazam's outstretched palms as he hovered high above the street. Arms extended and cape whipping wildly behind him, he unleashed the blast with overwhelming force, looking less like a superhero and more like something ripped straight out of a Dragon Ball battle scene.
SCREEECH!!
Carnage's horrifying shriek echoed across the city block as electricity tore through the symbiote's body. The sound of sizzling wet flesh mixed with the violent crackling of lightning while the monster convulsed beneath the relentless assault. Tendrils flared wildly in every direction as the symbiote struggled against the sheer power flooding through it.
Shazam only intensified the blast.
At that point, he didn't know whether the thing before him was still a man, a monster, or something trapped somewhere in between. What he did know was that it was a threat to humanity on a level he couldn't afford to ignore. He knew that if such a monster was to get away, innocent lives would be endangered.
This thing was hazardous.
And this was his chance to end it before it could cause real harm.
"Wait! There's a man in there!" Spider-Man shouted over the roar of crackling lightning, urgently trying to stop Shazam's attack. The moment the symbiote's body began peeling apart beneath the relentless blast, Peter reacted instantly, firing webs toward the exposed figure trapped inside the writhing mass.
For a brief moment, the host's human form became visible beneath the burning layers of red biomass. The symbiote had been stripped away enough to reveal flashes of an actual man underneath, while the remaining sludge around him thrashed violently in a frenzy. Carnage let out a horrifying screech filled with agony and rage, the sound echoing through the ruined street like something dying and refusing to accept it.
But Spider-Man's webs never reached him.
The strands burned apart and disintegrated the instant they got too close to the overwhelming heat and electricity pouring from Shazam's lightning. And then came the realization Peter was too late to stop. The symbiote and its host had fused far beyond simple attachment. They had merged at a cellular level, so deeply bonded that separation was impossible before the lightning completely engulfed them both.
The next instant, they were gone.
Incinerated almost immediately beneath the devastating blast, leaving behind nothing but fading ashes and the lingering echoes of their final agonized scream.
"No!" Spider-Man yelled, turning sharply toward Shazam as the lightning finally ceased. "I told you to stop!"
"That thing wasn't human anymore," Shazam replied as he slowly descended to the street in front of him. His tone remained calm, though his expression carried a harder edge now. "How do we even know it didn't just take on a human appearance to make us hesitate?"
"How do we know it wasn't the other way around?" Spider-Man shot back immediately, making it painfully obvious he didn't agree with Billy's decision. Even through the mask, the frustration in his voice was impossible to miss.
"Even if it was," Shazam answered firmly, holding Spider-Man's gaze, "with that level of madness and overwhelming darkness, it was too far gone." He emphasized each word carefully before the tension in his expression suddenly eased a little. "Cool mask, by the way."
Spider-Man paused for a second, caught completely off guard by the sudden compliment. Internally, he couldn't help but feel a small surge of satisfaction. Most of the media either mocked the mask, found it creepy, or treated the whole thing like something suspicious.
Shazam might have been the first actual hero to casually compliment it. At least… Peter assumed the lightning guy counted as a hero. Either way, it felt surprisingly good hearing it, especially considering how much effort he had put into designing and building the suit himself with little money and homemade tech.
"You still never told me who you are," Spider-Man finally said.
"Oh…" Shazam cleared his throat awkwardly before walking closer and extending his fist outward. "I'm Captain Marvel."
Spider-Man stared at him for a second before bumping his fist against Shazam's with an amused chuckle. "Okay, that's actually a cool name."
"I'm Spider-Man," he added in return. "Well… see you around."
With that, Spider-Man leapt high into the air in one smooth motion. Mid-flight, he gave a quick salute goodbye before firing a web that swung him away between the towering buildings of the city.
"Wait, I wasn't—" Shazam started, clearly intending to keep the conversation going a little longer, but Spider-Man was already halfway out of the moment. He was in a hurry, and for good reason. In the distance, the news helicopter had begun circling back in, its spotlight sweeping across the ruined street, while curious officers were already pushing through the edges of the scene, clearly gearing up to ask questions about what exactly that creature had been.
"Sorry, gotta go," Spider-Man replied quickly, his tone rushed as he cut the moment short and bolted away with a burst of speed, almost vanishing into motion as he swung off like he was escaping more than just the scene itself. His words were nearly swallowed by the rising noise around him—cheers from civilians who had started to realize they were still alive, voices calling out in relief and gratitude toward the heroes who had just stopped something that could have easily turned into a massacre.
- - -
In a dimly lit boardroom at an undisclosed location, a large screen dominated the front wall, casting a cold glow over the assembled group. Men and women sat around the long table—some in white lab coats, others in plain attire—but all shared the same quiet intensity of scientists and operatives reviewing something far beyond ordinary research. On the screen, footage of the symbiotic creature's rampage played in looping segments, the chaos frozen and replayed like a case study.
"As we can see, to some extent, it was a success," the lead scientist announced as he stood beside the display like a presenter in a lecture hall. "We achieved a stable host–parasite compatibility."
One of the men seated at the table leaned forward slightly, folding his hands. "And who exactly was used as the subject?"
"A serial killer on death row," the scientist replied without hesitation. "A man with nothing left to lose. Instead of resisting the symbiotic organism, his body accepted it. From the brainwave readings we recorded during observation, their neural patterns effectively merged—mind and parasite functioning as one."
He stepped closer to the screen, which shifted to display jagged brainwave data scrolling across a monitor. "Unfortunately, the subject was lost during an encounter with an unknown individual with lightning-based ability—the one seen intervening during the incident."
At that moment, another man in the room spoke up from across the table. "What about the black one? Any updates on its whereabouts since it escaped with that reporter?"
"Their location is currently unknown," the scientist answered, turning slightly toward him. "They've gone off-grid, but we anticipate they will be located soon enough."
"Make sure of it," the man replied firmly. "And find out who this lightning user is. From your research with the others, we were under the impression the subject would be impervious to electricity, yet that individual's abilities proved far more effective than expected."
"We'll begin immediate analysis," the lead scientist said with a nod.
- - -
A/N:—
At this point, Spider-Man had never encountered Venom or any other symbiotic organism before. Carnage was his first experience dealing with a symbiote, and the lack of knowledge about their weaknesses made the fight far more difficult for him.