A/N: Hey readers, thankyou for sticking with the story and I just wanna let y'all know that after this there will be one more chapter and than an epilogue and that'll be the end of this. I hope you all enjoyed this story and especially enjoy the climax. So now, without further ado, let's do it, Spidey's last battle against Carnage.

The Cleftomaniacs tried to get beca to tell them what happened but she just sped right past them and headed upstairs to throw on her new spidey suit. She was enraged by Carnage and terrified beyond belief for Chloe. She had a hard time getting the suit on and was getting agitated, she needed to compose herself for a minute. She took a deep breath to try and calm herself down before heading out.

She couldn't deny she was scared, her whole future was now in the hands of a psychotic killer, one who out-matched her in too many ways to count and had not only beaten, but practically owned her in their last encounter. No, she couldn't think like this, Chloe, her future wife and soulmate, was counting on her. 'Just remember everything Tony said in the letter' she thought to herself. 'Believe in urself, there is no such thing as stronger, only better. You can do this, you know what ur fighting for and ur better than before' she continued to mentally encourage herself as she zipped up the suit. Before she put the mask on, she took one last look in the closet mirror, as if to show herself she was ready, she could beat this guy.

"If you strike me down, I will become more powerful than you can possibly imagine" she repeated the words written by her pal and mentor. She was struck down, but now she was back up and more powerful than ever before. Carnage was not only gonna get the absolute best of spider-woman, he was gonna face a side of her that no-one had ever faced before.

X

"Hey suit lady?" beca asked as she swung along the city.

Yes beca

"I feel kinda bad just calling you suit lady" she admitted. "I think we should pick out a name for, like.....aubrey, No! No! Not aubrey um...maybe Karen" she suggested.

You can call me Karen

"I like Karen it fits" beca agreed. "Ok listen karen, once we find carnage and chloe, I may wanna use one of the special web combos but then go right back to the regular ones, understand?" she instructed.

When your done using a combo you want me to automatically switch back to the regular shooters?

"Yes that's correct" she concured.

Copy that, I know have the assailant known as Carnage locked on and laying down an objective marker to reveal his location

As she swung, a tiny red arrow popped up in the eyes of her mask to point her in the direction of her rival, it wasn't far either. "Thanx Karen, now let's kick his ass and save chloe" she eagerly and bitterly ordered.

Yes ma'am

X

Carnage held Chloe captive inside the tower of a large skyscraper, the room was large enough for about 50 people. He kept her in his grasp as she struggled to break free. "Just what exactly do you hope to accomplish from this?!" chloe inquired.

"Simple, to either expose the true nature of the spider, or rid myself of a mortal enemy" he growled back.

"Ha, Goodluck, she's way stronger than u'll ever know, and many have tried, and even come very close, but failed miserably" she aggressively notified. "But if you really wanna find out what she's capable of when backed into a corner, ur about to real soon" she warned, not showing any fear but full confidence in her hero.

Carnage brought her closer to where their eyes were centimeters apart. "I'm.....counting on it!" he roared.

Right after he said that, the vigilante herself came crashing through a hatch in the ceiling. "Well ask and you shall receive....mother fucker" she snarked, her blood boiling at the sight of chloe in his grasp.

"What a grand entrance, love the new suit" he evily complimented. "Have you finally realised what you truly are?" he grinned.

"I'm here to stop you from hurting anyone else" she challenged. "Hang in there babe, I'll getcha outta here" she called to the redhead who was slightly relieved by her hero's appearance.

"The only way ur gonna do that is to become the true spider, that's why I didn't kill either of you when I could've, to push you to your breaking point and show you that deep down... ur just like me" he sinisterly informed with an even more sinister smile.

"No Kas, the only thing we have in common is the biggest thing you were wrong about" she countered with sincere confidence. "Spider-woman is not just the suit I wear, it's who I am too" she proudly stated, chloe smirked, feeling mighty proud of her fiancee herself.

"We shall see won't we" he snarled before holding the ginger up and letting a sharp horn looking object shoot outta his arm with the intention of killing the redhead.

"Wait!" spidey quickly shouted and the villain stopped. "I just wanna say, chloe baby I'm sorry but this is gonna hurt a bit" she apologetically warned.

"Huh?" chloe asked as she and carnage gave her a confused look.

"Taser web!" she commanded before shooting an electrically charged string at the menace, causing him to jolt and twitch and thus loosening his grip in the ginger, tho she caught a shock or two before being let go and landed on her butt. Then Spidey dropped the taser web and, Karen switching them back to normal as she was instructed, used regular webs to pull her into a kick that sent the maniac flying through the tower's window. "I'm so sorry babe are you ok?" she quickly rushed to the ginger's aid.

"It's ok I'm fine" chloe rushed breathlessly.

"Ok I gotta go get em, I can't let him get away again" she rushed, beginning to run to the broken glass.

"Hey wait" chloe urged, grabbing the brunette's arm and pecking the mask to where she assumed her lips were. "Be careful ok?" she begged with worry in her eyes.

"Always am" spidey quickly nodded before taking charge and jumping out the open space. However, what she didn't realize in time was that carnage was standing on the side of the building's wall, using his tentacles to grab at her ankles and yank her back down to the building side. She used her hands to stop her from crashing through the windows, break free from the tentacles and get back to a fighting stance. Carnage's right arm formed a sword once again and he jumped down to swing the weapon at his prey.

Spidey jumped off the building to avoid the attack, then used her webs to pull her back and kick the attacker through the window. Carnage landed on his back and rolled back to a stance, while Spidey tuck and rolled as she landed. But as she rolled, she grabbed a desk with her webs and tossed it at her assailant, then followed her attack with a spinning heel kick to the side of his jaw. He swung the sword at her to which she avoided by bending backwards and then flipped backwards to gain some distance. His left arm formed an axe and began his attack.

Spidey flipped over his swinging axe, landing on her palms and pushing herself into a kick, then front flipping into another kick that sent him flying back out the window. Spidey dove out after him, but as webs shot out of carnage's back to pull him towards the next building, darts began shooting outta his body. The web slinger turning and spinning and flipping to avoid the attacks as best she could and let herself fall outta the path of the remaining darts.

"Web wings!" she commanded and the exact objects she announced formed in her sides. The material connecting from her elbows to right at the top of her thighs and catching a good breeze to quickly and swiftly glide her across the sky. The vigilante flew all the way to the skyscraper next to the one carnage was latched to and landed on the same side to get a good glimpse of the menace. He seemed to have been impressed by the maneuver and wanted to try it himself because the next thing she knew, the webbed material on his back reached out and formed wings of their own. Once the formation was complete he pounced of the building and started flapping hard and fast, quickly gaining much air and speed.

"Oh shit now we really gotta move!" she said as she jumped off the wall and shot web after web to swing as hard and fast as she could. She was moving quick but carnage was gaining on her. She needed a new plan and quick, she got it once she noticed they were closing in on Times Square. She gave a quick glance back to make sure she would have enough distance to pull this off, she barely did, and she let herself drop down and shot webs at two buildings on opposite sides and held down hard before letting them pull her up into a long flight across the open space.

As she flew, she allowed carnage to fly closer and closer to her. He was almost right behind her when she called, "RAPID SHOOTERS!" and turned to shoot multiple web bullets at her foe, not only throwing off his flight patterns, but blinding his vision. Once he was nearly cocooned, the defender switched back to web wings and glided further down. Carnage was able to tear away the wrapping job performed on him, only to fly straight into the top giant screen of the Two Times Square building. The entire screen obliterating on impact and the volts of electricity that powered it were now jolting the living hell outta the demonic like villain.

He fell off the shattered screen and yanked himself towards the second to regain some composure, but then two webs were shot at his chest from the vigilante right below him. She jumped down to pull him off but he resisted, so she then landed further down on the building before jumping off again and back flipped to gain more force, successfully pulling the mass murderer off and grabbing him and turning him into a powerslam on the concrete floor. Then straddled his waist before grabbing his throat and landing hard, clubbing blows, perhaps knocking out one or two teeth as the citizens of the city that never sleeps witnessed but kept their space.

"That's it, let it out, set yourself free" the maniac growled. "It'll all feel a lot better if you just let it out"

"No Cletus, I'm nothing like you, killing is not freedom" she argued. "What makes you honestly believe otherwise?" she demanded. By this time, Chloe and the rest of the maniacs had arrived and joined the large crowd in witness.

"Because the people that I killed were all criminals, killers, the worst of the worst, and I know deep down, you were glad they were gone, you were thankful to me" he happily answered. "I'm just tryna make you see the truth, what you won't admit to yourself, that you wanted those people dead more than anything" he grinned.

"What I want, and what needs to happen, is the killing must stop" she argued.

"But u'll hafta kill to stop it, gets pretty complicated doesn't it?" he countered.

"That only leads to more killing Cletus, we can't just go around killing and killing and making others wanna kill too! Where would it stop?"

"That's the beauty of it" he smiled.

"You are a sick son of a bitch" she snarked.

"You can't honestly tell me you never once wanted to kill, never once had a damn good reason for wanting to" he challenged. Beca shot a glance up at the redhead in the crowd, who gave her a knowing look on what he was talking about and that for once he was right, he had her on this one.

"Ok, I admit it" she sighed. "I would be lying my ass off if I said I never once wanted to kill somebody, or even almost did so once or twice. I admit there have been times when I considered saying then hell with it and giving the crooks what they deserved" she stated in full honesty, the crowd hearing every word and losing their breath at the confession, especially the acappella group. Chloe letting her emotions for her fiancee show in her eyes, knowing this must've been hard.

"I knew it" carnage smugly grinned.

"But being angry and wanting revenge is just being human cletus" she followed up. "It's not wrong to feel that, but that doesn't mean we should act on them" she gladly added.

"But why shouldn't we?" he frowned.

There was a brief pause before Beca answered, knowing this was gonna set the real message for everyone, maybe even herself. "Because if we give in to the bad parts of ourselves, we betray the good in us and everyone we loved" she finally answered. "Plus, as corny and cliche as this sounds, life really is so beautiful and meaningful, I know cos I've seen it many times, and we don't have the right to take that away" she stated full of emotion, as if just realizing it herself. "I know you feel differently but that's because you wasted ur life and never took the time to see it, instead you went searching for death, or answers in death that can't be explained. I'm sorry kas but ur whole..."killing is the ultimate freedom" is pretty stupid shit, ur just another nutcase who uses a pathetic excuse for killing and wasting both ur's and other's lives because you never had the guts to actually live and let others live urself" she sincerely and mockingly added with her signature smirk.

Carnage snarled as he smacked away the vigilante on top of him, the crowd quickly rushing back to clear the battle field for the two. The savior landed, bounced and slid across the asphalt ground about 20feet away from her assailant. "Ha, I should've known, can never talk sense to someone who doesn't have it" she grinned but her jaw was clenched. "Guess I'll just hafta beat it in you" she grunted as she slowly made it to her feet.

"Well since you can't allow urself to become who you really are, I'll just hafta kill you!" he screeched in the most demonic manor possible.

Beca scoffed, not losing her smirk and suddenly feeling in her prime, like a fighter who was in the best shape of her life and at the most dominant peak ever. "Hey Karen? Let's go to enhanced combat mode" she grinned.

Activating instant kill

With that noted, the lenses on Spidey's eyes shortened to little red lights and the suit became even greater than before. From what Karen instructed, instant kill was really a last resort, going against the baddest of bad, if all else fails let em have it mode. She informed that stark included that mode under the slightest chance she would hafta go against someone or something as powerful as the Hulk. It allowed her to hit even harder, move even faster and jump even higher than ever, which would evidently kill a normal human being which is why she hoped this would be the only time she would ever need it. She didn't necessarily intend to kill the menace before her but this would be the best fighting chance she could have.

"Bring it" she demanded in a low and threatening tone but enough for the villain to hear and motioned with her two fingers for him to come at her. Carnage needed no further request to go lunging at the hero, claws and sharp objects forming from his body as he came flying at his target. She shot her rabid webs to throw him off before flipping backwards to let the tip of her boots catch him right under the jaw to sent him sliding back, then jumping 10feet in the air, shooting a string of web at him to yank her into a kick. She continued her assault with a roundhouse kick to the head and then a tae kwon do back kick.

She had him on his heels, he countered with a blade that formed on his arm as he threw a right hook. Spidey bended backwards to avoid the hit and as he threw a left hook with a blade, she jumped over it with another flip and kick before dodging a dart. He shot another one to distract her before lunging at her again with a blade, she quickly dodged but not quick enough, the sharp object barely slashing her side and leaving an exposed trace of red, pierced skin before knocking her away with a side kick, sending her crashing into the side of a cop car. Sadly the instant kill mode didn't quite up her durability a whole lot, something she found out quick as she had an extremely hard time getting back to her feet.

"Give up, u'll never beat me!" he roared. Spidey knew with all that weaponry, she would hafta pull some other trick besides a highly advanced combat mode.

"Officer! I'm gonna hafta borrow parts of ur car!" she called.

"Wait, what do you mean parts?" the owner in a blue suit asked. He quickly got his answer when Spidey tore off the driver's and backseat doors.

"Sorry, I'll send you a bill!" she quickly and awkwardly apologized before turning back to face the menace. "Is that all you got?!" she challenged and he took charge at her. She took one of the doors and tossed it away before catching it in mid-air and swinging it right at the crazed offender and knocking him down before retracting the object back into her hand. Once carnage made it back to his feet, the defender came running at him and threw a superman punch, with door in hand, and then a left uppercut to the jaw and right hook to the face.

Spidey continued her onslaught of flips and clips, keeping tight grips on the doors as she used them to even the odds against her ultimate foe. Carnage used his blades to slice at the doors which were also used as shields to guard the vigilante, but with him putting his super strength behind the toughness of the blades he was able to cut through the metal doors. Spidey kept spinning and flipping and smacking him with the doors in a quick and smooth rythem as well as using them to block his attacks, but after all of his counter attacks, she was starting to lose big chunks and pieces of the doors. She took the last bit she had and tossed it to her assailant's face before pulling another jump high, shoot web and pull into kick combo, to which he immediately countered by smacking her away with thorns sticking outta his arm.

She slid across the ground again with pain rushing through her body. Her left arm and shoulder was now covered in cuts, a couple even grazing across her chest and a small one up her stomach. The lower part of her mask was also cut off and the lense covering her left eye was gone as well.

Sui-- has sustained mul-iple damage

"I'm aware of that thankyou" she irritably groaned as she slowly made it back to her feet but was tackled back down by her mortal enemy. He had her in a tight grasp that she struggled to break free from but it was no use.

"Who was I kidding? You couldn't kill me even if you did want to" he frowned before raising his bladed arm, ready to finish her off. Spidey never closed her eyes, deciding if this was it, she was gonna show him she had no fear. She readied herself for the impact, all her friends and family in mind but most of all chloe, thankful for all the memories they shared.

But then, she heard loud popping noises and carnage started screaming in agony. Seems that the cops couldn't stand by and watch their ally get slaughtered. The shooting eventually stopped and carnage turned to confront the gunman, but it wasn't any of the cops, it was Chloe. She stood right in the middle of the opened space with a now empty glock. Carnage hissed before bolting at her, the ginger quickly jumped down the exposed manhole to take cover in the sewers and slid down the latter right before the menace could claw at her.

Spider-woman took this opportunity to make it back to her feet and then first taking a high jump, then using her web to pull her higher before landing directly on the attacker's back. The amount of force put into the impact combined with the two's super strength caused both to go crashing through the ground and into a tunnel filled with pipes, concrete and dim lights on the wall. Spidey started landing forearm shots to the back of carnage's head until her senses alerted her of the sharp tentacles that were coming up from behind her. She dove off and rolled to where she could grab the slithering limbs as they came at her, before they inadvertently pulled her into kicking the assailant back down. She rushed over to where her fiancee watched.

"You ok?!" she called as she ran over.

"Yea I'm fine" the ginger breathlessly replied with a nod.

"Babe you now I'm supposed to be the savior right?" beca raised an eyebrow.

"Oh and I'm supposed to be what? The girl who watches helplessly from the sidelines?" she shot back. The two were interrupted as Carnage regained composure and started making his was down the hallway. Spidey quickly ripping out one of the pipes and blew steam at the aggressor to throw him off. It actually worked a lot better than she thought it would, not only did he stutter back, the red material covering his body went haywire too. Suddenly, Spidey had a flashback of her first fight with carnage, she used the same tactic and it threw off his suit even better than the noise did, tho the noise was able to help nonetheless. It seemed that the carnage symbiote was sound sensitive to a smaller degree than Venom, but heat sensitive to a much bigger degree than Venom. That was it, she knew how to beat him.

"Come on!" she ordered, pulling the ginger as they ran into the opposite direction of her attacker. "Karen! Does this suit pack anything flammable or explosive?!"

The fire cracker webs beca

"Perfect! When I tell you now, you activate it ok?!" she shouted as she and chloe stepped outta the hallway and into what looked like an underground construction site right by the subway tracks.

Roger that

The site was filled with many interesting objects, including both regular gas tanks and explosive cylinder gas tanks. The vigilante grew a mischievous grin as her perfect idea popped into her head. They started to gain distance away from the entrance as carnage neared it and his fingers shot out into blades, one catching the ginger's arm and two other's catching each of her legs.

"Chloe!" beca called as the redhead collapse and grunted in pain. She knelt down to assist her and then glanced at the menace who was slightly limping outta the entrance, appearing to be hurt as he clenched his jaw in fury. Beca too clenched her jaw in fury as she pulled at one of the explosive tanks with her web and called "ASSHOLE!" as she lunged it at the killer. Instinctively, he sliced at it which caused it to explode right next to him, the massive sound and the heat weakened the suit, as well as the force behind the explosion that knocked him away. Carnage was losing it and his arm was on fire, spidey took the opportunity to open the lid of one of the regular gas tanks and threw it at him. The tank burst into flames once it got too close to his arm, the villain now on fire and losing all sense and composure.

"Come on let's go!" beca shouted as she lifted the ginger up and quickly carried her back into the hallway. "Hold on to me chlo! I need a free hand!" she quickly informed, chloe tightened her grip around her fiancee and hissed and moaned at the pain. "Hang on baby we're almost there" she assured as she began ripping out the pipes in the wall, steam bursting out as they were exposed to air. She was careful to make sure neither her nor chloe got burned as she yanked out one after the other.

Carnage was able to put out all the flames but the suit was wearing down quick. He rushed into the steam filled hallway, the heat worsening the suit's condition as he entered. He wasn't gonna let it go without a fight this time, he kept slashing his arms to help the suit stay intact. Spidey and Chloe were now directly under the opening to the outside.

"Karen get ready!" she ordered. Chloe held on as tight as she could knowing this was gonna be close. "We're gonna have one shot at this and maybe a split second to get out!" she informed, she had to wait till carnage was in her sights to hit him directly, it was the only way the spark would set off.

Would you also like me to enhance vision?

"Yes!" she immediately called.

Engaging

The right lense that was still intact zoomed in further down the hallway, but there was still no sign. "I still can't see!" she shouted frustratedly. Then Karen switched to a different type of vision to where beca could see the outline of his body as it drew closer. She could see him and he was in a perfect position. "Stark you really out-did urself, NOW!" she announced as she raised her arm with her wrist flicked out and pointed directly at the outlined figure.

Engaged

"BURN IN HELL!!!" she fired the fire cracker web and immediately launched outta the ground and used a web to pull herself and Chloe outta the path of the fire. Carnage screamed the most horrific and demonic scream as the web sparked against his skin and engulfed the entire hallway in flames. The fire shooting directly outta the whole in the center of Times Square, the inferno rising up like hell was reaching out, the many people in attendance watching in awe as the ray of flames lit up the night, as if the area wasn't bright enough. But then the flames vanished and there was no sound erupting from the sewers. Spidey and Chloe laid on the concrete floor as they watched the fire disperse  and listened for any signs of the villain to show up again. Nothing, he was gone and they won.

"You ok babe?" beca asked out of breath as she checked on her wounded girl.

"Yea, I'm fine" she responded without oxygen to support her words. "Are you?" she asked after gulping in air and checking her hero's wounds.

"Yea, much better now" she panted with a smile, chloe reflecting her emotions as the other cleftomaniacs came to assist the two. They made sure everyone wasn't hurt too badly and checked each other's wounds.

"Hey look!" someone in the crowd called and everyone turned to the broken manhole. The audience gasped and screamed as they saw a hand reach out of the opening. All Beca could think was 'no way, this can't be, no!' but then she saw Cletus pop out, no just cletus but no Carnage. He was all burned up and without his better half as he struggled to crawl out and make it to a flat surface. He hissed and grunted as he made his way to some broken glass, most likely to cut himself and revive Carnage.

Spidey was already making her way to him at an unsteady walk but was still managing to keep her balance as she did. "Web grenade" she commanded and tossed a webbed ball at the weakened foe, bursting on impact and trapping him. Cletus struggled to break free but to no avail as the victorious hero stepped right in front of him. She couldn't deny that she was glad when she thought he was dead and then disappointed when discovering he survived. The mass murderer just barely managed to tilt up and look her straight in the eyes.

"K-kill...me-e" he managed to stutter out. "I-I know you...want to, d-do it" he practically dared her.

She couldn't deny she wanted to either as she stared down at him. If looks could kill, he would already be dead then. "No don't!" beca turned to face the ginger who was being supported by her teammates, her eyes begging the brunette not to.

"Don't...listen to her" he growled. "You know...it's...th-the only way" beca kept her eyes on the ginger as he argued. She was the one person that could make all her pain go away.

She turned back to cletus, looked him dead in the eye and said "no it's not, it never is" she panted. "The killing. Stops. Now." she sincerely stated and began to wrap the psycho up in a giant gossamer to keep him safely secured until the authorities arrived.

It wasn't even five minutes before a bunch of guys in suits showed up. One of them, a fairly tall and curly haired gentleman approached the vigilante. "Spider-woman! My name is Happy Hogan, I work for Mr. Stark" he stated as he offered his hand to the brunette, to which she excepted. "Are you ok?" he kindly asked as his men put their efforts to the cocooned menace.

"Yea, but listen" she panted, still regaining her breath. "No matter what happens, don't let him bleed... or he'll turn back into that...thing" he gestured to her capture.

"Alright, we'll handle it" he nodded. "In the meantime, I think you should get urself and ur fiancee to a hospital" beca agreed but was still hesitant to hand him over to people who weren't fully aware of him, or if they would deal with him properly. "Don't worry, he'll get what he deserves, I promise" he reassured. "You did real great Spidey, Tony's gonna be proud" he complimented honestly, receiving a smile from the brunette. "I like ur new suit by the way" he awkwardly added.

"Ur boss made it" beca nodded with a slight grin.

"Well, we'll send someone to fix it up tomorrow, no worries" he informed, receiving a thankyou and then responded with "anytime" before he and his men carried the madman away to their truck.

She limped towards the love of her life, as did chloe who was barely able to move on her own before clinging to her guardian. "I never doubted you for a second" chloe whispered into beca's ear as she kept her on her feet.

"You take away all of my doubt" she whispered back before pecking the ginger's cheek. The maniacs smiling at the two, Amy and Emily starting to get emotional.

Before either woman could see it coming, Beca and Chloe started to hear the crowd clapping and cheering. Their protector lifting her gaze and left her, and her lover in disbelief. The crowd getting louder and louder, letting their hero know she did it and they were right behind her, they appreciated her saving them and would always love and stand by her. Before long they started cheering "SPIDEY! SPIDEY! SPIDEY!" beca was speechless and chloe couldn't be more proud.

"This is it" chloe said. "Everything you've wanted to do as spider-woman, you've done it Ms. Mitchell, you are everything...spider-woman stands for and everything these people need, and that will never change" she proudly stated with her signature smile that always lit up beca's world.

She was so glad part of the mask was still intact to hide her tears as she smiled at her ginger. She turned her attention back to the crowd, who was still cheering, took in all the glory as she could and listened as the they went from cheering, back to hollering as she rose a strong, proud and victorious fist in the air. The ovation was even louder than any crowd that witnessed her acappella performance and it was all unbelievable.

"Let's go home" beca nodded to her ginger who smiled in response. The crowd kept their cheering as they rose with the web and swung away, back to their home and in each other's arms.

A/N: Whoo! She did it! Lol the next chapter and then the epilogue will be the last of this story. Stay tuned for both and Thankyou all so much! I hope u all enjoyed this add-in part to the story, judging from all the reads it certainly seems like I've made the right choice for adding a Carnage storyline for this and I'm definitely glad I made this choice. Thankyou all again for the reads, hope u enjoyed, stay tuned and have a great day/night.