"You wouldn't dare," Logan had a warning look to his face, as he saw Carnage's ax shaped hand begin to swing towards the propane canisters.

Just then, Peter Parker jumped from outside to the inside of the window when he saw what was going to happen next. He fired his webbing towards Carnage's ax hand and wrapped it before it hit the canisters.

"You foolish boy," said Carnage to Peter, " you think that will stop me?"

"But this will, freak," Logan ran towards Carnage slashing his Adamantium claws into the red-black monster's body.

Carnage screamed as he felt the pain of the claws in his symbiote body.

"You're going back to Hell and staying there for good, bub," Logan said, as he continued slashing his claws into Carnage. "I'm going to keep slicing you, until you bleed to death."

Peter's head began to tingle again. "I sense trouble, Wolverine, big trouble."

"What kind of trouble?" Logan asked.

The floor began to rise as black goo came up from the wooden boards. It moved like millions of black leeches as it began to merge back into its original form. It was the creature that had confronted Wilson Fisk, the one known as Venom.

"CARNAGE!" Venom roared as he looked at his ripped apart comrade as Wolverine continued to rip Carnage to shreds.

"You take on black and ugly, spider, while I continue with Carnage here," Logan ordered Peter.

Venom leaped up above Peter to begin his attack. Peter jumped up and gave Venom a spin kick in the face. The symbiote grabbed Peter by the throat and threw him into a wall. Peter fired his webbing at Venom to wrap him in a cocoon again, but the crafty monster dodged the webbing as it landed on the floor.

"Damn, this beast isn't as dumb as he looks," Peter said to himself, as he cling to the wall where Venom threw him. "Better be careful of what he does next."

"What's next, junior?" Venom laughed at Peter.

Peter had to think of something else, or he's fish food. Suddenly, he remembered his Adamantium spider legs that came out of his back when he fought Osborn's guards back at the Weapon X lab in Canada. If he can use them to fight Venom, then he can end this once and for all.

"Well, boy?" asked Venom.

"Get ready to kiss your monster butt goodbye," Peter jumped towards Venom as they both landed on the floor like in a wrestling match.

"What are you doing, kid?" Wolverine asked Peter, while he still battled Carnage.

Peter was bear-hugged by Venom, as the black monster began to squeeze Peter to death, but Peter had other plans.

"Time to die, kid," said Venom, as he continued to squeeze the life out of Peter.

"You first," said Peter.

SNIKT

Venom screamed as he felt the piercing pain of Peter's Adamantium spider legs bursting out of his back as spatters of blood covered the spider legs.

"VENOM!" screamed Carnage, as he saw what happened to his partner.

"Now it's your turn, Carney," Wolverine said, as he slammed his claws into Carnage's ribs. "I know that you two idiots can't mastermind the whole Vanessa Fisk kidnapping by yourselves. Who's behind this?"

"Tell that to Norman Osborn," laughed Carnage. "But first, let's see you survive pure hell."

Carnage launched four red-black spears towards the propane canisters.

"This ain't good," Peter shot a line of webbing at an open window and swung grabbing Logan and exiting out the window before the spikes hit the canisters.

"LOGAN! PETER!" shouted Maverick, as he and the others were on the helicopter when they saw the warehouse explode.

"Two of the best Weapon X agents sacrificed themselves to save us," said Vanessa Fisk. "They will be missed."

Sabretooth gave a twisted grin to his face.

"What are you smiling about, Creed?" asked Wilson Fisk. "Wolverine and Peter are dead, and you're smiling about their deaths."

"Let's just say that's two less Weapon X agents to think about," smiled Creed.

"Shut it, Creed," said Silver Fox. "We will morn Logan and Peter's death when we return to the lab."

"While we're there, I want a piece of the soon-to-be fired Norman Osborn for sending those creatures to kill me," said Wilson.

"Osborn was behind my kidnapping?" asked Vanessa. "But why?"

"To take over Weapon X, Vanessa," answered Wilson. "Venom told me that Osborn was not only behind your abduction but he also created Venom and Carnage without my approval."

"What happens now, Mr. Fisk?" asked Maverick.

"We'll stop and take Gwen and Vanessa back to their homes, then head straight to the lab in Canada," said Fisk.

"Are you okay, Logan?" Peter asked Logan as the two of them came out of the rubble that was the warehouse.

"I'll live, kid," answered Logan, as his Weapon X uniform top was completely gone. "Now that the freak show won't be coming back for a long time, we better hitch a ride now that the helicopter is gone."

"What?!" Peter looked around to see that the helicopter was gone. "They must have left thinking we were dead when the warehouse exploded. What do we do now?"

SNIKT

Logan with his claws popped up walked to some bushes and began slashing the leaves to revel a black plane the size of a limo.

"But how?" asked Peter in puzzlement.

"Gut instinct," Logan smirked. "It's a Weapon X plane. Kasady and Brock must have stolen it before they kidnapped Vanessa Fisk and the girl. We can use their plane to get to the lab before the other Weapon X members can get there."

"But Osborn will be looking for Venom and Carnage."

"That's why we're going to surprise Ozzy with a surprise attack not even he can expect."

Peter gave a puzzled look to his face as both he and Logan got inside the plane.

"Has the old woman been fed yet?" asked one of the guards on the rooftop of the Weapon X building.

"The guys in detention told me that she had her slop an hour ago," said another guard as he lit a cigarette.

"You know those things are going to kill you," said a voice from nowhere.

"Who said that?" asked the guard with the cigarette. "Show yourself."

SNIKT

"Is that you, Wolverine?" asked the first guard. "I know the sound of your claws anywhere."

"This isn't Wolverine, my friend." A tall, green creature came from the shadow to greet the two guards. The cold wind blew on it's purple cloak as the creature didn't look human at all.

"Which Weapon X agent are you?" asked the second guard as he took a drag from his cigarette. "For the looks of you, you ain't no Hulk."

"You got that right, fool," the green creature said as he grabbed the cigarette smoking guard by the neck and crushed it open as the blood fell onto his green arm.

"WHAT THE HELL ARE YOU!?" the other guard took out his gun and began firing at the green monster, but the creature dodged the bullets and threw a small jack-o-lantern at the guard.

"Catch," the creature threw the pumpkin as the guard caught it.

"Halloween is months away, pal," the guard laughed, only to find out that the jack-o-lantern is really a bomb that blew the guard up with a loud explosion.

The creature laughed at his victory, as both of the guards are dead. "Now the Green Goblin is ready for some real prey."

As the Weapon X plane landed on the rooftop of the Weapon X building, Logan and Peter spotted the bodies of the two guards with blood splattered on the roof.

"What happened to those two?" asked Peter, as he and Logan got out of the plane. "Did Sabretooth get here before us?" s doing, but the scent is familiar somehow."

Just then, four guards came in and pointed their guns at them.

"FREEZE!" shouted one of the guards. "I never knew that you two would kill fellow Weapon X employees, and in cold blood too."

"We didn't do this, bub," said Logan.

"Save it for Mr. Osborn, Logan," said another guard.

SNIKT

Logan popped up his claws and sliced one of the guards' guns into two. "Osborn is behind the Vanessa Fisk kidnapping and faking Brock and Kasady's deaths."

The guards still pointed their guns at them, as if they weren't listening to a word Logan said to them.

"STOP!" the loud voice of Dr. Moria MacTaggert entered the showdown. "Logan and Peter didn't kill those guards!"

"Not you too, Dr. MacTaggert," said a guard.

"Listen to me dammit!" MacTaggert gave an angered look at the guards. "You should be after you own boss."

"What are you talking about, Moria?" asked Logan.

"Norman Osborn has become a part of Weapon X," she said, "but there was a flaw in the program that turned him into some kind of a mutation."

"When did this happen?" asked Peter.

"When you and the rest of the Weapon X team went to rescue Vanessa Fisk from her kidnappers," Moria answered.

"Where's Osborn now?" Logan asked. "So I can kill him."

Moria sighed. "He disappeared after he mutated into that green creature. We don't know where he'll pop up next."

"I know where he'll pop up next," said Logan as he retracted his claws.

"The lab," answered Peter.

When they got to the lab, they saw the green creature working on a computer. With him was an elderly woman bound and gagged to a chair. The woman had a scared look to her face as she looked at the monster that had tied her up.

"Bad timing to have the scientists leave this time of day," said the Green Goblin as he continued working on the computer. "I need to activate the Weapon X code so I can create more of my kind onto the world." He turned to the old woman. "Sorry you didn't share the same fate as your husband, May Parker, but I need a lab rat to test my new Weapon X experiment on. You see, after my transformation from Norman Osborn into the person you see before you, I wanted to bring the next evolution of Weapon X not only to mutants but also to the whole human race. In a few minutes, you will be apart of Weapon X as the newest goblin."

SNIKT

"I don't think so, Mr. Green Genes," Logan popped up his claws as he began to attack the Green Goblin.

"Logan, no!" Peter shouted.

It was too late as Logan slashed the Goblin with his claws, but the slash marks on the Goblin's chest began to heal up like he had Logan's healing factor inside him. The Goblin then grabbed Logan and slashed his throat with his razor sharp fingertips. Logan landed on the floor clamping his blood soaked neck.

"You were always a loser, Wolverine, but I put some of your healing factor DNA into my bloodstream just in case," said the Goblin, as he looked as Logan's throat began to heal.

The guards pointed their guns at the Goblin as they were to begin firing at the green beast.

"Stupid idiots," Goblin began throwing a couple pumpkin bombs at Peter, Moria, and the guards as they dodged the incoming pumpkins, "your bullets are no match for me."

"But it gives enough time to start scratching you again, greenie," from behind Logan slashed his claws into the back of the Goblin. "Peter, web this freak."

Peter fired his webbing at the Goblin binding him up in a cocoon.

"That should hold him until we contact S.H.I.E.L.D. about what's been happening here," said Logan. "Peter, you better untie the old lady, before she has a heart attack."

Peter unties his Aunt May. "Are you alright, lady?" he asked May.

May pulled her gag off her mouth and said, "Peter, don't you remember me? I'm your Aunt May."

"Osborn reprogrammed Peter's brain not to remember his past with you and his Uncle Ben," said Moria.

"Uncle Ben?" Peter was puzzled. "That name sounds familiar."

"He tried to save you from a flaw in the Weapon X chamber," May tried to tell Peter about what happened before he was reprogrammed. "You surrendered yourself to save us from Osborn's guards."

"What happened to Uncle Ben?" asked Peter as he tried to remember.

May gave a sadden look to her face. "Norman Osborn killed him."

"Osborn killed my Uncle Ben?" Peter asked, as his Aunt May slowly nodded.

As Peter tried to remember, the Goblin broke out of the web cocoon and grabbed May and shoved a pumpkin bomb up to her face. Logan and the guards froze had May as his hostage.

"Attack me again, or I'll blow the old bat up sky high into dust!" roared the Goblin. He looked around the lab to see if everyone was there, but he didn't see Peter. "Where's the boy?"

From above the ceiling, Peter jumped on top of the Goblin as May got out of the way. Peter began punching the Goblin as the both landed on the floor. The Goblin tried to fight back, but Peter's fists were hitting him so hard that blood came out of his face.

"MURDERER!" Peter screamed at the Goblin. "YOU KILLED HIM! YOU KILLED MY UNCLE BEN!"

"The old fool got in my way for the last time," the Goblin swatted his arm at Peter that made him stop hitting him. "You said that you wanted to be a part of Weapon X, Peter, now here's your chance."

"That doesn't mean killing my uncle to do this job," Peter said.

"That's life, boy," the Goblin then typed something up on the computer.

{{Lab self destruct sequence in ten minutes}}

"You sick bastard," said Logan to the Goblin, "you're going to blow this whole lab sky high."

Goblin gave a wicked smile to his face. "If I can't create my own Weapon X soldiers, no one can."

{{Lab self destruct sequence in eight minutes}}

"Everyone out!" Logan ordered everyone. "Now!"

Dr.MacTaggert, the guards, and May ran as they could to get out of the building. But Peter was still there waiting for his next move.

"You too, Parker!" ordered Logan.

"Not until I kill that green murderer for what he did to Uncle Ben," he said.

"Dammit, kid, this place is going to blow up in seven minutes," Logan growled at Peter. "Stop being like a total jerk and get the hell out of here!"

{{Lab self destruct sequence in five minutes}}

While Peter and Logan argued, the Goblin made his escape by opening a secret passage within the walls.

"The Goblin's getting away," Peter saw the Goblin make his escape.

"Forget him and let's get out of here," said Logan.

Peter just sighed. "You win for now, Logan."

{{Lab self destruct sequence in four minutes}}

Peter and Logan ran as they could to get out of the lab. Peter stopped and looked out at a window to see what looks like a man flying on top of a bat shaped glider hovering in the moonlight.

"Come on, kid, we don't have that much time," Logan ordered.

"We'll make time," Peter lifted a desk and threw it into the wall making a large hole.

"Good thinking," said Logan, as he and Peter exited through the hole.

{{Lab self destruct sequence in two minutes}}

"Where are they?" May asked Dr. MacTaggert.

Dr. MacTaggert pointed to two figures heading towards them. "There they are!"

Peter and Logan reunited with the others, as they looked as the Weapon X lab exploded in front of their eyes. Peter hugged his Aunt May as the nightmare was almost over.

"All that work...gone," said Dr. MacTaggert.

"That means Goblin won't be using any Weapon X technology went he strikes back," said Logan, as he puffed on a Cuban cigar. "Better tell the boss man that the lab blew up."

"Logan, can you do me a favor?" Peter asked.

"Shoot, kid," Logan took another drag of his cigar.

"Would you take care of my Aunt May until I settle some unfinished business?"

"You're going after the Goblin aren't you?"

"I don't want anymore innocent people hurt with him around."

Logan sighed. "Sure."

"You and Mrs. Parker can stay with me at Muir Island," said Dr. MacTaggert. "Sean won't mind having two more people stay there."

"Thanks, Moria," said Logan.

"Peter," said May.

"Yes, Aunt May?" Peter asked.

"Be careful," May shed a tear as she hugged her nephew.

"I will, Aunt May."

"That's it?" asked Mary Jane Watson, as she heard the end of Peter's story.

"Now that Aunt May is safe at Muir Island, this will give me a chance to hunt down the Goblin and avenge Uncle Ben's death," Peter was still in his room.

Suddenly the door to his room opened and a red-blue costumed person came out with a shape of a spider web on his chest and mask.

"Peter, is that you?" asked MJ.

The masked man pulled of his mask to revel Peter Parker himself underneath the mask. "This costume was Logan's idea," he said. "Now that I'm no longer an agent of Weapon X, it's time I do justice my way. Not only I will find the Goblin, I can use my Weapon X powers to fight crime as well."

"What are you going to call yourself?" MJ asked. "You can't just be called Peter Parker: Agent of Weapon X you know."

Peter smirked as he put his mask back on his face. "Call me Spider-Man."

NOT THE END - BUT THE BEGINNING

AUTHOR'S NOTE

I hope you enjoyed Peter Parker: Agent of Weapon X more than I wrote it. If you want me to do a sequel e-mail me at cmoore1703@yahoo.com

-Patrick Moore
Writer of various cartoon fanfictions.

January 4,2002