Carnage

Carnage is vicious, powerful symbiote created through enhancing samples of the original Venom symbiote, originating from Marvel Comics. Ultimate Spider-Man introduced two versions of Carnage, the first version being a symbiote-infected Peter Parker mixed with his spider-powers, created by the Green Goblin. The second was created by Michael Morbius as a completely separate creature. The second Carnage is far more evolved and powerful, being capable of taking a humanoid form without a host, and being intelligent enough to speak.

Personality
"Look at the absolute "Carnage" you have wrought!"

- The Goblin amazed by Carnage's ballistic personality

Like its predecessor Venom, the Carnage symbiote offers its host all the abilities of Spider-Man as well as shapeshifting its forms, which it used to create spikes or sprout whip-like tendrils to lash at opponents. But the host is incapable of controlling the symbiote's actions, as the symbiote itself is parasitic in nature and will not oblige for the host's behalf. Unlike Venom, who has some conscience, Carnage is purely chaotic, acting upon instinct and completely destructive as it is volatile.

The second incarnation of Carnage retained these traits, although it capable of autonomy so that it no longer needs a host to operate. It has also developed some form of sentience and intelligence, as it recognized itself as an individual and even gave itself the name Carnage. In its first fight, Carnage's intelligence was demonstrated: it cunningly used Spider-Man's own attempts to destroy it to further its own plan to infect everyone, which was successful. Despite this sentience, the symbiote's violence grew to a more lethal degree; the moment the symbiote reformed into a separate being, it immediately expressed the desire to spread chaos without hesitation, and showed sadistic delight in attacking its enemies.

Physical Appearance
Carnage bears a resemblance to its archetypes Spider-Man and Venom; it has big white eyes, a tongue and sharp claws and teeth similar to the Venom symbiote except it is smaller than Venom's hulking form and is red like Spider-Man. Its "costume" is a biological part of it and is dark red with some black lines around its body. Black tendrils protrude from its backside.

Carnage's second appearance is similar to the first version, however the lines around its body have a different pattern, the hands have been reshaped into claws, and the mouth and eyes are more jagged than before. The teeth are now black as opposed to white, and the mouth glows a bright red. In addition, Carnage's build appears larger and more defined compared to the original form.

Powers and Abilities
Carnage takes on the powers and abilities of its host organism. The symbiote grants the following powers;

Powers

 * Superhuman Strength: Carnage is vastly stronger than the team and S.H.I.E.L.D. combined.
 * Superhuman Durability: Carnage is able to take multiple hits from its enemies.
 * Superhuman Agility: Carnage is capable of jumping 30 feet and is more agile than Venom.
 * Superhuman Reflexes: Carnage is very flexible.
 * Webbing Generation: Carnage can shoot strands of its substance in the form of "webbing"
 * Wall-Crawling: Carnage is able to climb most surfaces like Venom and Spider-Man.
 * ESP (Spider-Sense): Carnage possesses an extrasensory ability similar to Spider-Man's spider-sense.


 * Shapeshifting: Carnage can change its size and shape. It can also do this without a host.
 * Constituent-Matter Manipulation (Multiple Tendrils): This ability was the primary method of attack by Carnage. It could form its symbiotic costume into long whip-like tendrils that acted as limbs so as to be more effective against opponents, ensnaring and lashing them.
 * Spike Generation: Carnage can generate a couple of spikes from his body.
 * Stretchable Tongue: Carnage can stretch out its tongue.
 * Weapon Generation: An ability used primarily by the second Carnage, Carnage can generate solid weapons such as axes for attacks.
 * Host Take-Over: Carnage has the ability to latch onto anyone and use their powers while taking control of their bodies.

Role in Ultimate Spider-Man
As the S.H.I.E.L.D. Helicarrier was sinking, Green Goblin sampled Venom and left Harry Osborn and Spider-Man to die. With the Venom sample in hand, he sought to find the perfect host for it after his son Harry's failure of partaking the role. He chooses Peter Parker and captures him, injecting the enhanced Venom symbiote into Peter and due to his powers and intelligence, he was transformed into an entity the Goblin named Carnage. Immediately breaking out of his chains, the Goblin then sent him to destroy the team and Spider-Man, unaware that Peter himself was Spider-Man. Ambushing the S.H.I.E.L.D. team investigating at Harry's house, Carnage fought and defeated White Tiger, Power Man, Iron Fist and Nova. However, there was still part of the Venom symbiote inside the Carnage symbiote which had a deep bond with Harry, allowing Harry to get Carnage to remove itself from Peter and take him instead, but it instead turned him back into Venom. Afterwards Norman takes it back to find the perfect host and a small piece is left behind, which is recovered by S.H.I.E.L.D.

Carnage is eventually recreated by HYDRA scientist Michael Morbius with extract from the Venom symbiote under the orders of Crossbones. After Doctor Octopus double crosses Morbius by injecting him with a serum with vampire bat DNA in it by Doctor Octopus, Michael Morbius retaliates by throwing the Carnage symbiote on him, turning him into the symbiote's first host. Spider-Man and Flash Thompson are able to use a sound device to remove the creature from Doctor Octopus (neutralizing the nanites that changed Doctor Octopus' appearance in the process), only for the symbiote to reform moments later. It then announces its plans for chaos as it battles the pair, and eventually tricks them into exploding it so that the civilians below can become infected by the fragments of the Carnage symbiote.

With the Carnage-infected citizens running amok in Manhatten, Spider-Man along with the remaining heroes are forced to fight the infected, including an infected Hulk, J. Jonah Jameson, and Shriek. When several infected civilians corner Mary Jane Watson and a comatose Harry at Oscorp, Harry's Anti-Venom symbiote is reawakened and fights off the Carnages while demonstrating a cleansing ability against the Carnage symbiote. While Mary Jane uses Daily Bugle Communications' network at Midtiwn High to help innocent civilians, Spider-Man and Anti-Venom travel to the "heart" of Carnage where Harry sacrifices the Anti-Venom symbiote to remove Carnage's control.

However, the Carnage fragments soon converge into a giant creature that Spider-Man and Agent Venom fight, causing the creature to envelop Midtown High and turn it into a hive-like form. To rescue Mary Jane, Spider-Man, Agent Venom, Harry (donning his Patrioteer armor) enter the corrupted school and fighting several variations of Carnage. The group finds Mary Jane, but discover that Carnage has also turned her into its primary host, the Carnage Queen. Under the control of Morbius and Crossbones, the Queen is used to lace deactivated HYDRA missiles confiscated by S.H.I.E.L.D. below Midtown High with Carnage fragments and launch them to every city in the world. Upon Spider-Man breaking the device controlling her, the Carnage Queen fends off Crossbones and Morbius (although Crossbones escapes), however Mary Jane remains under Carnage's control. When the heroic trio reveal to her their true identities and encourage her to fight the symbiote, Mary Jane overcomes the Carnage Queen's control as Flash deactivates the Carnage-laced missiles. However, some residue of Carnage still remains within Mary Jane, which later enables Mary Jane to become the superhero Spider-Woman.

Trivia

 * This is Carnage's third animated appearance in television. The others were Spider-Man: The Animated Series and Spider-Man: Unlimited.
 * This is the second time Carnage was an alternate version of Peter Parker, the first time was in the 2005 Ultimate Spider-Man video game.
 * Dee Bradley Baker had previously voiced Carnage in the 2000 Spider-Man video game.
 * The first version of Carnage was based on the Ultimate Spider-Man comics version, being a symbiote created with Peter Parker's DNA. The second version of Carnage, while it is an independent entity, is based on the original Earth-616 version with the psychotic, bloodthirsty personality of Cletus Kasady, Carnage's first host.