"Damn it!"
The Chameleon's curse was swallowed by a rustling, clicking tide. Thousands of fist-sized spiders poured from the fractured concrete, their segmented legs scraping against the debris like a localized plague of hail. He dragged his shrapnel-torn leg backward, his customized pistol flashing in the dark. Each muzzle flash illuminated a nightmare—hollow-point rounds turned individual spiders into bursts of viscous green pulp, but ten more crawled over the remains, swarming up his ankles.
"Gargan? Quentin?" Dmitri screamed into his earpiece. Static hissed back. "My comms are dead! Damn it!"
He dumped the magazine and reloaded, firing blindly into the mass. It was completely useless. The black wave surged over his legs. The high-tech spider suit mimicry armor he wore held strong, the polymer mesh emitting a horrible scraping sound as thousands of mandibles tried to tear through the reinforced weave.
But the swarm was intelligent. They found the jagged hole Frank Castle's sniper round had punched through his shoulder armor. The first spider squeezed through the breach, its fangs sinking deeply into his exposed flesh. Dmitri threw his head back and howled in sheer agony as the feeding frenzy began.
High above the crater, Frank Castle threw out an arm, barring Peter's path to the ledge like an iron gate. "Don't bother."
Peter stared down at the writhing mass in the crater. Castle's thumb rested casually on the trigger guard of his rifle. "The Chameleon is a dead man walking anyway. What difference does it make if I put a bullet in his head or let the bugs eat him alive?"
"Let me make this crystal clear," Peter said, his voice hard. "I don't play executioner."
Peter shoved Castle's arm aside, fired a web-line to a jagged rebar beam, and vaulted off the edge. Castle watched the kid drop into the smoke. The vigilante shook his head, pulled a plastic vial from his tactical vest, dry-swallowed a handful of painkillers, and headed for the stairs.
Peter plummeted into the ruins, firing twin web-lines directly into the black mound covering the Chameleon. He twisted his wrists, engaging his shooters' secondary setting. A massive surge of high-voltage electricity ripped down the silk lines.
Lightning arced violently across the crater. The stench of ozone and burnt protein filled the air as the current flash-fried the outer layer of the swarm. Spiders popped and rained down like scorched popcorn, freeing the wailing Chameleon.
The swarm stopped. A massive section of the surviving spiders abruptly turned, thousands of tiny black eyes fixing on Peter.
"Uh, hey, guys?" Peter said, shifting his stance.
The swarm didn't attack. Instead, the spiders rapidly collapsed inward, piling into a writhing, pulsing pyramid. A wet, tearing sound echoed across the rubble. Thick, milky secretions rapidly dried into pale, synthetic skin, weaving over the arachnid mass. Bone and muscle structure stacked together until a towering, horrifyingly familiar face stretched into a wide, malicious grin.
"Not 'guys'," Carl King laughed, his voice vibrating with a thousand clicking mandibles. "Just 'me'. Did you ever think you'd see this day, Peter Parker?"
Peter froze. The lenses of his mask widened slightly. "Carl? You thought he was me? You tried to kill him?"
The pieces violently snapped together in Peter's head. Carl King hadn't just gotten powers. He had seen the fake Spider-Man, assumed it was Peter, and attacked him. Carl wanted to replace him.
"I thought you were already a disgusting human being, Carl, but this is a new low," Peter said, his fists clenching. "How did you even do this?"
"The spider!" Carl roared, beating his chest. "I'm the one who grabbed it at the Expo! I dropped it down your shirt! I made you Spider-Man! I just ate the shell to take back what is rightfully mine!"
Carl raised his hand. The tip of his index finger suddenly split open. A wet bone fragment shot out like a bullet casing, followed immediately by a thick, writhing rope made entirely of live spiders.
Peter backflipped, the spider-rope slamming into the concrete where he had just stood.
"You're using the power I gave you to fight me?!" Carl bellowed.
"First, your logic is fundamentally flawed," Peter shot back, dodging another strike. "Second, I'm not Harry Potter. The 'chosen one' dynamic doesn't apply here."
Peter fired two web-lines, caught a massive slab of concrete, and hurled it directly at Carl's chest. The impact was devastating. Carl's torso shattered, but instead of blood, a tidal wave of spiders burst from the cavity, instantly weaving the body back together.
"You have no idea what I am now, Parker!" Carl laughed maniacally. "I'm immortal!"
Carl dug his own hands into his chest and ripped his ribcage open. More spiders flooded out, cascading over his skin. The human exterior sloughed off like a wet, ill-fitting suit, revealing the churning nightmare beneath, which rapidly wove an entirely new face and body.
"I can be anyone I eat!" Carl shouted, now wearing the face of a woman face Peter recognize.
"Wait, you eat your mom?" Peter asked, genuine horror bleeding into his voice.
Carl paused, testing the vocal cords of his new face. He grinned. "Yes. I don't just take their face. I get everything. Every memory. Every skill. I digest their entire life. And I'm going to eat you next, Parker! Once I have your brain, I'll be the only Spider-Man!"
"Honestly, Carl," Peter said, his voice dropping all trace of humor. "You make me sick."
Peter fired web-lines into two chunks of masonry, swinging them like wrecking balls, and relentlessly slammed them into the writhing monster. There was only one good way to deal with a bug problem: squash it.
Peter Parker. That was Spider-Man's real name.
Dmitri dragged his shattered body across the gravel, coughing up dark blood. He was still alive. If he could just crawl far enough away from the fight, he could sell that name to the Kingpin and buy an island.
He clawed his way over a shattered beam, desperate to reach the shadows.
A pair of heavy combat boots stepped into his line of sight.
Dmitri slowly looked up. He saw a man with exhausted, hollow eyes burning with an inextinguishable rage. Unkempt stubble. A striking white skull painted across a black tactical vest.
Frank Castle hadn't left. He had just relocated.
Castle didn't say a word. He raised his suppressed submachine gun and fired. He systematically shattered Dmitri's left kneecap, then his right. He shot both of his elbows, then put a round through each palm.
Dmitri shrieked, his voice tearing as his body was pinned to the rubble.
Castle shifted his aim, putting a single round directly through Dmitri's heart. He stepped closer, leveled the barrel at the assassin's forehead, and emptied the rest of the magazine.
"You got off easy," Castle growled.
Back in the crater, Peter stood panting, holding a massive boulder over a flattened pile of spider corpses. He stared at the crushed remains, but the victory was short-lived. A fresh wave of live spiders boiled up from beneath the dead, rapidly cannibalizing their fallen counterparts. The swarm swelled in size, bursting outward.
Instead of reforming Carl's human shape, the mass locked together into a gigantic, writhing arachnid fist. It swung with the force of a wrecking ball, smashing the boulder and swatting Peter out of the air. He hit the ground hard, rolling to absorb the kinetic impact.
"I designed this for Mysterio, but you can have it, Carl!" Peter yelled.
He fired wide bursts of webbing, coating the giant fist, and unleashed a massive, sustained electrical discharge. The current turned the fist into a blinding blue flare, scorching thousands of spiders into charred husks.
Before the fist could reform, a fragmentation grenade bounced directly into the center of the mass.
The explosion shredded the giant hand. Frank Castle stepped up to the edge of the crater, pulling the pins on two incendiary grenades and tossing them into the surviving clusters. White-hot fire engulfed the swarm.
"I don't completely understand what this freak is," Castle said, watching the fire burn. "But nothing survives that."
"Probably..." Peter breathed heavily. "If we got all of them."
A sickening, wet rustle interrupted him. It wasn't coming from the fire. It was coming from the Chameleon's corpse.
The armored body began to twitch unnaturally. Peter instantly fired a web, trying to yank the body away from the sewer grate it was lying near. The armor, compromised by Castle's bullets and the spider bites, tore cleanly off.
Beneath the armor, Dmitri's skeleton was picked entirely clean of flesh and blood. A massive cluster of spiders had hollowed him out, using his suit as a shield. The moment they were exposed, the swarm poured into the open sewer grate.
Castle threw another grenade, but it detonated a second too late. A fraction of the swarm vanished into the underground darkness.
Peter yanked the heavy iron manhole cover aside and dropped into the tunnel. Total darkness. He flipped on his optical sensors, but the pipes were empty.
He climbed slowly back to the surface, looking dejectedly at Castle.
"What do you think the odds are of a spider dying of natural causes in the New York sewer system?" Peter asked.
"We need a new plan," Castle said flatly.
PS: I originally wrote a draft where Carl King gets completely wiped out in this chapter, but it felt way too rushed emotionally and narratively. We're letting him survive to be a menace for a couple more days! For those who don't know, Carl King (The Thousand) first appeared in Spider-Man's Tangled Web #1 (2001). In the comics, he was Peter's high school bully who literally ate the radioactive spider that bit Peter, turning into a sentient swarm that ate his own parents and a dozen innocent people to build his strength. His powers are insane: infinite regeneration from a single bug, digesting people to steal their faces and memories... he is a complete beast.