Another Spiderman AU but angstier this time. I didn't really like the ending to the other one so I might re-do it sometime. Also, Lotor is a good dude in this one. Not gonna lie, this is slightly based off of that one Ultimate Spider-Man episode, except it sadder.

"Hey, Lance!" Lotor called, running over to his Cuban friend.

"Hey. How's it going?" Lance asked, pulling his backpack up on his shoulders.

"Pretty good. Do you want to come over? I haven't hung out with you in forever!"

"Sure, but we better not be taking your limo." Lance joked.

"Well, uh, about that." Lotor scratched the back of his neck nervously. Right on cue, a long black limo pulled up behind him.

"Wow. Speak of the devil, eh?" Lance chuckled. Lotor let out a sigh of relief.

"You're okay riding in it? I know you think it's flashy, but it's really comfortable."

"I can't deny the awesomeness of your limousine." Lance grinned as he and Lotor climbed into the limo, setting their backpacks at their feet.

"Nobody can deny the awesomeness of this limo." Lotor pointed some finger guns at Lance, who did a literal facepalm.

"Finger guns are... They're so dumb."

"Lance, you did finger guns at that hot Asian guy not even ten minutes ago." Lotor reminded as the limo began to move.

"Okay, but when I do it, I'm so idiotic that it makes me slightly cooler than usual!"

"No, it really doesn't." Lotor snickered. Lance put on a mock face of defeat.

"You really got me there." Lance pretend moped. He pulled his middle finger down his face, flipping Lotor off while simultaneously miming a tear drop.

"Asshole." Lotor rolled his eyes, a smile on his lips. He was so glad to be friends with Lance.

"So, how was-" Lance yelped and cut himself off as the limo flipped over. He and Lotor hung from the "top" of the vehicle, held in place by their seat belts.

"Shit." Lotor whispered, staring out Lance's window with wide eyes. Lance turned his head, gasping as he saw Zarkon peering in. He ripped the door off and threw it behind him.

"Get the hell away from us!" Lance yelled.

"I'm here for my son." Zarkon grinned maniacally.

"T-take me if you want, but leave Lance out of this!" Lotor demanded.

"Not you, you worthless lump of flesh. Just because you and I share a few genes doesn't make you my son. No, Lance is the son I never had. The genius worthy of the Galrez name." Zarkon grinned as Lance struggled to unbuckle his seat belt. He shot a needle into the Cuban's neck, and everything went black.

°•°

Lance woke up strapped to a table staring at Zarkon's back. He tried to pry himself away, but couldn't. His spider strength was no match for the strong metal holding him down at his wrists, ankles, chest, and even neck. It seemed as if Zarkon wasn't taking any chances with him escaping.

"Welcome home, son." Zarkon grinned, turning around to face a terrified Lance.

Does he know about my powers?! It was a Galcorp spider that bit me, so that would, in a very, very informal way make me his son... Or grandson, maybe. Half-spider grandson. Lance thought as Zarkon approached.

"Not talkative? That's alright. I don't need your opinion on anything. All I need is for you to bring me Spider-man."

'At least he doesn't know.' Lance thought with a gulp.

"I c-can't bring down Spider-Man on my own!" Lance stuttered.

"That's to be expected. But I have something that will fix that. You have heard of Venom, of course? With this improved version of the symbiote, you will be unstoppable. Or at least, it will be. You won't be able to control it, it will control you." Zarkon raised a needle and plunged it into Lance's arm. Lance gasped and started to writhe around, clenching his teeth shut in pain. A strangled scream escaped his mouth as red tendrils wrapped around his arm.

The Venom-like symbiote wrapped around Lance, causing him to scream in pain. As the symbiote covered his face, his screams were muffled, then silenced. The symbiote took control of Lance and began to thrash around. It broke through the metal restraints and leapt towards Zarkon, swiping at him.

"Stop!" Zarkon commanded. The symbiote hissed, but did not attach. "What shall I call you? You seem... Energetic. Ready to destroy, to wreak carnage upon your enemies. Yes... Carnage. Your name is Carnage. I want you to bring me Spider-Man, dead or alive."

Carnage hissed, then screeched. Lance watched in horror as "he" smashed a hole in the ceiling and fled.

°•°

"He took Lance?" Lion Fist (A.K.A. Hunk) asked, a worries expression on his face. If Lance was taken, maybe Zarkon knew about his hero identity. That would be bad news, especially for Lance. Who knows what he could be subjected to?

"Yes! I don't know what to do - I figured that going to V.O.L.T.R.O.N. would be best. You guys know how to fight people like my dad. You can find him. Right?" Lotor kept biting his fingernails nervously, unable to control his nerves.

"You did the right thing." Sting (A.K.A. Katie) assured him. "We can find Lance."

Across the room, Champion and Hybrid (Shiro and Keith) whispered to each other nervously.

"What do you think Zarkon will do to him?" Keith asked, a frown sitting on his lips.

"I... I don't know. He could be torturing him. He might... He might already be..." Shiro didn't have to finish.

"Champ, Hybrid! Look, he's back!" Sting yelled. Keith and Shiro rushed over to the window and saw the red figure swinging towards them from building to building.

"That's... That's not Spider-Man!" Lotor gasped. "That's... No it can't be."

"What are you talking about?" Lion Fist asked nervously.

"I think... I think that's Venom!" Lotor panicked as Carnage crashed through the window. It roared and jumped onto the ceiling, shooting out tendrils to wrap around the closest person, who happened to be Sting. The symbiote threw her backwards into a wall.

"Damn! This is like Venom on speed or something!" She yelped.

"Is everything a drug comparison sign you?" Hybrid asked as he drew a sword from thin air. He sliced at Carnage's symbiotic tendrils.

"Guys, I... I think that's Lance in there!" Lotor yelled suddenly. "He... He must be the host!"

"Shit! That makes way too much sense." Sting cried.

"Language, please!" Champion scolded, clenching his fist. His arm began to glow purple and fire balls of purple energy at Carnage. Only one shot missed, hitting the ceiling, and with every shot, the symbiote pulled away from Lance a little more.

"Lance!" Hybrid gasped as his face was fully revealed.

"K-Kei... Help!" Lance gritted his teeth, his face was contorted in pain. "Help me- ah!" Lance gasped as the symbiote covered his face again screeching inhumanly.

"How do we take that thing out without killing Lance?!" Lion Fist cried, punching Carnage. (Carefully, of course. Carnage didn't return the favor.)

"The energy! The energy separates them!" Champion answered, blasting at Lance over and over. Slowly the symbiote pulled away from him, and he fell to the floor. He coughed a few times, gasping for breath.

"Th... Thanks." Lance muttered, rolling over to lay on his back. His eyes widened suddenly. "Guys, watch ou-"

Lance was silenced as a chunk of the ceiling fell onto his chest.

"L-Lance?"