THE STORY THUS FAR...Teenager Peter Parker and his Aunt May and Uncle Ben went to Canada for vacation where they meet Norman Osborn, who wants Ben to help him on a top-secret project. While Peter was taking pictures of the Canadian wildlife, he spots a feral man kill a deer with his bare hands, only to have the feral man grab him by the neck, until his Uncle Ben comes in and orders the feral man to let Peter go. During the night, Peter and Aunt May are kidnapped and sent to a large lab only to confront Norman Osborn. Ben finds out that Norman has kidnapped his family and confronts him. Norman tells Ben that the only way for Peter and May to survive from not being killed is to have Peter become a member of Weapon X. Peter accepts the offer and is soon bonded with adamantium and with spider DNA to make him a more powerful fighter. Ben tries to break the glass tube that held Peter, but Sabretooth stops him. Peter breaks free and attacks the feral mutant and Osborn's guards with his new spider powers, but Osborn has the upper hand as he points his gun at Ben and May. Peter surrenders only to get shocked unconscious by Norman's stun gun. Peter gets sent to be reprogrammed, not knowing that Osborn had just killed his Uncle Ben.

As our story continues, we see Peter and four other Weapon X members in a helicopter heading towards a very dangerous mission...

It was total darkness as a helicopter roam through the night skies of New York heading towards its target destination. Inside the helicopter were five people wearing black and yellow outfits with silver X insignias on the right side of their chests. They are members of Weapon X.

Logan puffed on a fresh Cuban cigar while he sat next to Peter Parker and a Native American woman named Silver Fox. In front of them was Victor Creed who had the codename Sabretooth and David North who's codename is Maverick.

"What's our mission, Logan?" Silver Fox asked him.

"The big boss called to say that his wife has been kidnapped by two rogue Weapon X members, and we got to save the dame," Logan continued to smoke his cigar. "You know how Wilson Fisk gets when someone grabs his woman for ransom."

"So Norman Osborn is working with this Wilson Fisk guy?" asked Peter.

"Why do you think I called Fisk the big boss for, kid?" asked Logan. "Fisk is the one who started the whole Weapon X project in the first place."

"Why did he start this whole Weapon X thing in the first place anyway?"

Logan didn't say a word.

When the helicopter landed on the rooftop of Wilson Fisk's building, the Weapon X team was greeted by Fisk himself and a few of his bodyguards. Fisk was a huge man who carried a diamond tip cane and smoked a Cuban cigar when he greeted his guests.

"Looks like Mr Weatherbee decided to eat Archie and Jughead after all," Creed smirked at he looked at Wilson Fisk weight.

"Shut up, Creed," said Logan. "That's no way to talk to the boss man."

"That's quite alright, Logan," said Fisk. "Mr. Creed knows that I'm all muscle inside. May we all go inside now and I'll tell you why I sent for you all."

"We know your wife has been kidnapped by two rogue Weapon X agents by the report Osborn gave us," said Logan.

Fisk took a puff from his cigar. "That idiot Osborn didn't tell you which Weapon X agents took my Vanessa. He didn't tell you that Kasady and Brock where her kidnappers."

"Kasady and Brock!" Logan had a shocked look on his face when he heard those two names. "Those two are dead and buried. You ordered their termination yourself."

"I'll explain the rest inside," said Fisk, as he ordered them to follow him to his office inside.

Vanessa Fisk was bound and gagged to a wooden chair while being held in an abandoned warehouse somewhere outside of the city. Next to her was another bound and gagged woman somewhere around sixteen to nineteen years old. They both looked at their captors as they ate some fried chicken and red beans and rice.

"Time to feed the bimbos," Cletus Kasady said to his partner, Eddie Brock. "We can't let the poor damsels in distress starve to death."

"Why did we have to kidnap the Gwen Stacy dame for?" asked Eddie. "All we needed was Vanessa Fisk to start with in the first place."

Cletus threw a chicken bone at Eddie. "Because, my friend, that girl saw us kidnap Mrs. Fisk, that's why we had to kidnap her too. Besides, she the daughter of police captain, George Stacy, and with her as our hostage, her daddy can't touch us."

"MMMMPH! MMMMPH!" where the gagged voices of Gwen Stacy and Vanessa Fisk muffling foul language at their kidnappers.

Eddie turned to the bound females and said, "Shut up, you whores!"

Cletus walked up to the two women and pulled down their gags so they can speak.

"It about time you took that awful gag off my mouth, you son of a..." Vanessa was about to finish her sentence, when Cletus slapped her in the face.

"Silence, witch, or I'll blow your brains out right here and now!" shouted Cletus. "Your husband is going to pay for what he did to us back at the Weapon X program a year ago. Not only that we'll get our revenge on your husband, but all of Weapon X itself for turning us into monsters."

"You're not monsters, you twisted and insane," said Vanessa, as she spitted into Cletus's face.

Cletus wiped the spit of his face and slapped Vanessa again.

"Leave her alone!" Gwen shouted to Cletus.

"That's alright, child," said Vanessa. "These bastards are going to pay big time for kidnapping us."

Eddie began to untie Vanessa and Gwen's bonds. "Shut up and eat, ladies, then it's back being bound and gagged again," he said.

"My men were found dead when I came to see what the screaming was about," Wilson Fisk told the Weapon X team of how his wife got kidnapped. "Their bodies were decapitated like they were cut open by sharp knives."

"Brock and Kasady don't have the skills to do that to their opponents," said Logan. "They may be Weapon X agents, but they are also silent killers."

"Who are Brock and Kasady anyway?" asked Peter.

"You don't want to know, kid," answered Logan.

"Let's just kill the two rogues and get it over with," said Creed. "I want to get back and eat breakfast."

"The kidnappers told me to deliver the ransom to an abandoned warehouse I used to own, that where they're holding Vanessa," said Fisk.

"Like I said before, Fisk," said Logan, "we'll get your dame back."

May Parker was getting ill while being held in the detention cell of Norman Osborn's lab in Canada for days now. She still remembered when Osborn shot Ben in the head, and she knew she had to get out of here and warn someone in the outside world about Osborn and Weapon X. "Peter, where are you?" May kept saying that for days now.

"Report, Dr. MacTaggert," asked Norman Osborn to Moria MacTaggert in the Weapon X lab.

"We haven't heard from the team yet, sir," answered Dr. MacTaggert.

"They must be dead already," Osborn knew something must have went wrong. "Prepare the next Weapon X experiment."

"Who is it?" asked Dr. MacTaggert.

Norman Osborn gave an evil smile to her. "You're looking at him."

"Is everyone ready?" Wilson Fisk ordered his men outside of the abandoned warehouse where Kasady and Brock were holding Vanessa and Gwen Stacy.

"The men are ready and hiding, sir," said the head of Fisk's armed forces.

"Good, I want to make sure that those two rogues are dealt with once and for all," said Fisk. "With those two out here, the Weapon X team will be inside the warehouse rescuing Vanessa."

Just then, Fisk spotted Eddie Brock walk towards him, but neither Cletus nor Vanessa was with him.

"Where's my wife, Brock?" Fisk asked the rogue Weapon X member. "And where's that partner in crime of yours?"

"We're not stupid, fat man," said Brock. "We know about the armed guards you sent to kill us, and right about now you'll be hearing their screams."

Suddenly, Fisk did hear screams from the bushes as his best men were being decapitated by what he saw was a red-black goo attacking them.

"What's going on here? What was that thing?" Fisk was puzzled at what he just saw.

Brock gave an evil smirk to his face. "You've just witness the new evolution of Weapon X, and that's just a sample of things to come. I almost forgot, we know about you bringing our old Weapon X pals to finish the job, this will give us the chance to finish them off once and for all.

Inside the warehouse, Logan and his team begin searching of Vanessa Fisk. The darkness of the abandoned warehouse gave shivers to Peter's spine. The room they were in was filled with dust and spider webs and old boxes from years ago.

"Mrs. Fisk!" Logan shouted trying to get an answer from the abducted woman.

"Mmmph!" the sound of a woman's muffled voice came from the other room.

"Mmmph!" another woman's muffled voice was heard as well.

"There are two of them?!" Maverick said.

"They must have took another hostage as back-up," said Logan. "Come on."

Logan kicked the door open to see Vanessa Fisk and Gwen Stacy bound and gagged on top of a wooden box.

"Peter, untie our damsels in distress," Logan ordered.

Peter ran towards the two bound damsels and untied them, but he felt a tingle in his head. "I sense something bad is going to happen."

"It just did, my friend," said Cletus, who was behind them.

The Weapon X team turned to see Cletus holding the dead body of one of Wilson Fisk's guards and dropping the lifeless body onto the floor.

"You're going down, Kasady," snarled Sabretooth, "and Brock's next!"

"You Weapon X losers are going to see the new and improve Cletus Kasady," Kasady had an evil grin on his face as his eyes turned bright white, his teeth grew razor sharp, and his body began tearing apart revelling red-black like ribbons taking his skin's place. Cletus Kasady was gone; in his place was a monster.

"I AM CARNAGE!" roared the creature that was once Cletus Kasady.

"What kind of Weapon X technology created that monstrosity?" Silver Fox asked.

"I don't know and I don't care, I'm still going to kill this son of a bitch," said Logan.

SNIKT

Three metal blades came out from the back of each of Logan's hands. "Time to kick some ass," he said.

"You'll be the first to die, Wolverine," said Carnage, as he jumped up and launched five red-black blades from his skin at Logan.

"Get Vanessa and the girl out of here," Logan ordered his team, as he used his claws to block Carnage's blades.

"What about you?" Peter asked Logan.

"Forget about me, kid, just get out of here and find Brock."

The team did what they were told and took Vanessa and Gwen out of the warehouse, while Logan took on Carnage.

Wilson Fisk had his own problems outside as he is confronted by another monster; this one was all black with a white spider shape on his chest, and razor sharp teeth.

"What happened to you, Brock?" Fisk looked at the creature that was one Eddie Brock. "This can't be Weapon X improved technology."

"Eddie Brock is dead, there's only Venom," the creature said. "Me and Carnage were created as the next evolution of Weapon X soldiers to replace the old warriors with the next generation of silent killers."

"Who's behind this?" Fisk asked.

"None other than Norman Osborn himself," Venom answered. "Osborn plans to get rid of Logan and his band of losers and replace them with symbiote soldiers like myself and Carnage. Now prepare to die, Wilson Fisk."

As Venom jumped up to kill Wilson Fisk, a string of spider web came out of nowhere and wrapped Venom in a cocoon. Fisk turns to see Peter, Vanessa, Gwen, and the remaining Weapon X team running towards him.

"Vanessa," Wilson hugged his wife. "Thank God you're safe."

"My webbing won't be able to hold that thing much longer," said Peter. "We better get to the helicopter and head back to the Weapon X lab."

"What about Logan?" asked Maverick.

"Let him rot," sneered Creed. "We don't need excess baggage."

"I'll go get him," said Peter as he ran back towards the warehouse.

"Had enough, bub?" Wolverine asked Carnage, as his Weapon X uniform was torn and his cuts began to heal thanks to his healing factor.

"I know about that damn healing factor of yours, Logan, now let's see what that healing factor of yours can do against this," Carnage pulled off a huge cloth sheet revelling about four canisters of propane.

"You wouldn't dare," Logan warned.

"See you in Hell, Wolverine!" Carnage screamed as his hand morphed into an axe and swung towards the propane canisters.

By the time the helicopter lifted off, the abandoned warehouse blew up into fire and ash.

NEXT ISSUE: Does Wolverine survive this major attack from Carnage? Does Peter make it in time to save him? Plus, what will the Weapon X version of Norman Osborn look like? Find out in the final chapter of this story.

AUTHOR'S NOTE

Yes, I've finally added some action to this part of the alternate Spider-Man/Wolverine tale. I thought of the idea to create Weapon X versions of Venom and Carnage without going to the alien origin based on the monsters from the Guyver anime series. It was great to bring Gwen Stacy back from the dead just for this story; she's not a clone either. Things are about to heat up in pt. 3 of Peter Parker: Agent of Weapon X. See you then.

-Patrick Moore
November 13, 2001