EXT. Alley - nIGHT
A young woman walks cautiously down a darkened and decrepid alley clutching a small handbag tightly to her chest. She glances to each side as she moves looking for any sign of potential danger.
Suddenly she hears a loud noise as one of the trash can lids falls to the floor. She spins around and gives a sigh of relief when a tabby cat runs out of its hiding space and vanishes into the night
WOMAN
(Sighs)
Stupid cat. 
The woman turns to carry on her journey and almost immediately bumps into two scruffy looking men that appear to have been living on the streets for some time. Their clothes are dirty and ripped, the face dirty and unshaven and their pale complexion and wide eyes tell us that alcohol might not be the only thing they rely on to keep going.
One of the men smirks menacingly at the woman as he looks down at the bag.
MAN ONE
(to Woman)
Got a smoke?
WOMAN
Excuse me?
MAN ONE
You deaf lady? I asked if you had a smoke?
WOMAN
No. I mean excuse me!
The woman pushes the man put of the way and starts to walk past them. She gets a little further up the alley but they run after her and block her way again.
MAN ONE
Come on just give us a smoke. Here my friend will help you find one.
Before she can stop him, he quickly snatches her bag away and throws it to the other man. 
WOMAN
(Shocked)
Hey!
The other man begins to rummage through the bag, spilling its contents of makeup and appointment cards onto the floor. Finally he pulls out a small bundle of notes and places them into his own pocket.
WOMAN (CONT'D)
Hey that's mine.
She moves to take her bag back but the first man grabs her and throws her back against the wall. She hits her head and falls to the floor hard. 
With the woman unconscious the two men begin to walk away from the scene but they themselves are blocked by a large figure that seems to fill the alley in front of them. The position of the light means they can only see the figures silhouette. 
One of the man raises his forearm across his head and scrunches his eyes to get a better view of the person that is in their way.
MAN ONE
(to Figure)
Can I help you with something?
The figure remains silent
MAN ONE (CONT'D)
You going to move or do you want to end up like the nice lady over there?
Still the figure remains silent.
MAN ONE (CONT'D)
Fuck this! I'll move you my...
A black tentacle whips out from the figures arm and whips around the guys neck and hoists him into the air. 
MAN ONE (CONT'D)
(choking)
Urk! 
(to friend)
Don't just stand there.
The second guy looks unsure of what to do. Suddenly desperation takes over and he dashes toward the figure in what appears to be an attempted tackle.
Another thicker tentacle shoots out of the chest of the figure, forcing the man backward at alarming speed and slamming him hard into the wall. 
The tentacle wraps around the waist of the man and lift him also into the air. Both men find themselves hoisted in the air by long black, slimy tentacles.
Suddenly they are dragged forward and for the first time they, and us, get a good view of the person, or should that be creature? That has them in its grip. 
With the unmistakable large white eyes and massive fang filled grin that threatens to split the head in half we see that it is none other than VENOM. 
MAN TWO
Jesus Christ what the fuck is this thing?
VENOM
Oh so this one does talk! We were beginning to think it was a Jay and Silent Bob deal. 
MAN ONE
Please!
VENOM
Please what?
MAN ONE
Don't hurt us! Please. We'll do anything.
VENOM
Anything?
MAN ONE
Anything.
Venom's smile gets larger
He whips the men around to face the unconscious woman
VENOM
Apologize
MAN ONE
I'm sorry
VENOM
Excuse me?
MAN ONE
(louder)
I'm sorry
VENOM
We forgive you
More tentacles begin to whip out just as it fades to black.
When the screen is totally black we hear a blood curdling scream that would haunt the nightmares of even the toughest man for the rest of his life.
EXT. ALLEY - DAY
The alley is alive with people as police officers try to keep the members of the press away from the homicide detectives and forensic teams who are trying to do their jobs.
Two men stand out above all others. A tired looking man who looks like he has seen his fare share of horrors, Detective Fred Mackey and his new rookie partner, Detective Karen Holmes.
Detective mackey
Shit.
He stares down at the two bodies, or what is left of them. The heads and arms are missing and what is left has been totally removed of skin
DETECTIVE Holmes
It's the same guy isn't it?
DETECTIVE MACKEY
Sure looks that way. The missing head thing is new but the skinning is definitely him.
DETECTIVE HOLMES
What does that make? Twenty so far? 
DETECTIVE MACKEY
That we know of. Looks like we have a God damn serial on our hands.
DETECTIVE HOLMES
Two serial killers at the same time in the same place. A bit unlikely don't you think.
DETECTIVE MACKEY
Unlikely? Yes! But the evidence is right at our feet.
DETECTIVE HOLMES
And you're sure it's not the same guy doing both sets of murders.
DETECTIVE MACKEY
Almost certainly. All the witnesses we could find said that they saw a large man leaving the area.
DETECTIVE HOLMES
Large man? That is all we have to go on?
DETECTIVE MACKEY
Afraid so. And the other murders were, again according to what few witnesses we have, a skinny white man with bright red hair. Nope, this is certainly the work of two different people.
DETECTIVE HOLMES
(sarcastically)
Well aren't we just the lucky ones
CUT TO:
INT. Brock's apartment - day
We are in a drab undecorated apartment that is devoid of all furniture except an old bed, one chair and a large table. On the table can be seen a small portable television and a police scanner. The walls of the apartment have various press clippings of unsolved murders and disappearances stuck haphazardly all over it.
Eddie Brock, mid 30s tall, very muscular with short (military style) blonde hair sits on the chair staring at the off television.
Brock
(Voice Over)
I was human once. In most ways I still am, I still have the same needs, same desires. But now... Now I am also something more.
Flash to an image of a familiar person in red and blue web swinging through New York city
BROCK (CONT'D)
Once haunted by the desire for revenge against the man I thought responsible for the outcome of my life
Spider-Man seems to morph into a black costumed version of himself. 
Cut to:
INT. CHURCH BELL TOWER - NIGHT
Spider-Man is ripping the black costume off his body before jumping over the side
A small wooden hatch in the floor slowly opens and Brock enters the tower.
BROCK
It found me!
Almost instantly a Black tar like substance reaches out and begins to wrap itself around his leg. Brock screams as it slowly oozes up him, covering his body in a black shell.
Int. BROCK'S APARTMENT - day
Still with his back to us we see Brocks T-shirt seemingly melt and run down his body, revealing a few brief moments his bare muscular back. Then just as quick as the T-shirt vanished a black tar-like substance begins to rise and cover his body, rising a his neck and over his head.
A large white symbol resembling somewhat of a Spider quickly forms on his back.
Moving too fast for us to see Brock/Venom rushes off the screen.
We turn and see an open window with the curtains bellowing wildly. Then a flash as something jet black with a streak of white swings past the window.
Int. Police station, mackey's desk - day
Detective Mackey is sat at his desk which, considering the amount of papers on it, resembles a recycling plant more than an office desk. He is looking over some old files, all labelled unsolved. 
Detective Holmes walks on carrying two cups of coffee. She places one on top of a huge pile of folders. Mackey sees it, grabs it and takes a quick drink before putting it down on the other side of him.
DETECTIVE HOLMES
So what does that make?
DETECTIVE MACKEY
Twenty for the big guy. One fifty for the red head.
DETECTIVE HOLMES
So red head is winning?
DETECTIVE MACKEy
It's not like it's a competition or anything. 
DETECTIVE HOLMES
Yeah, sorry...
DETECTIVE MACKEY
...One hundred and seventy people have been murdered in the last year. Young, old, black, white, singles, couples and families. Never the same way twice. Normally we find the killers because they become used to killing in one way only and they begin to make mistakes.
DETECTIVE HOLMES
But red head doesn't?
DETECTIVE MACKEY
Damn right he doesn't. He changes his M.O. Each time. Sure there is enough there each time for us to know it was him but it's just not enough.
DETECTIVE HOLMES
What about the other guy? The big one.
Mackey pulls a folder from the middle of a large file and opens it.
DETECTIVE MACKEY
This one is more like your common serial killer, he sticks to one style but slowly changes and refines it over time. Such as the taking of the heads on the last lot we found. But the lack of evidence is amazing.
DETECTIVE HOLMES
There's got to be some. No one is that clean.
DETECTIVE MACKEY
Nope. According to the guys in the lab he leaves no fingerprints, no hairs, nothing we can get a DNA sample from. Until someone gets a clear picture of him, this guy might as well be a ghost.
Ext. park - night
A young teenage couple are sat on park bench kissing. Suddenly the girl pushes the boy off.
Boy
Hey! What's wrong.
Girl
Don't you hear that?
BOY
What?
GIRL
Listen.
The boy stops for a second and takes a quick look around. There is nothing to be seen.
BOY
Look there's nothing there. So how about we get back to...
The boy attempts to resume where he left off. Suddenly we hear what sounds like a twig snapping. They both stop and turn their heads.
Nobody is there.
GIRL
I think we should leave.
BOY
Yeah okay. I'll just grab my...
Suddenly the lad is grabbed from behind and pulled off his feet, an arm wrapped around his throat and a small knife held menacingly next to his eye.
The girl screams as the assailant slowly makes a slow cut down her boyfriends cheek.
The attacker is medium height, skinny build, eye wide and wild like a man possessed and he sports a head of shocking red curly hair. He is CLETUS KASADY.
Kasady
So what do we have here eh? A couple of little love birds it seems.
BOY
(frightened)
What do you want?
Kasady
Nothing much really. I was just passing by and saw you two having a good time. So I thought to myself it's time I had another good time. I ain't had one for a few days now.
GIRL
Please!
Kasady
Please? Please what? Please gut your boyfriend so you can run off and live with me? Fine.
BOY
What?
GIRL
No...
The lad jerks, blood bubbles and flows out of his mouth as Kasady twists and lifts the knife deep into the boys side. Released from Kasady's grip the boy slumps to the floor falling on to his stomach.
Kasady giggles as he crouches down and plunges the knife between the lads shoulder blades and twists.
He looks up at the girl, his face covered in blood, and smiles
Kasady
(to girl)
No what can I do about you?
He stands up and walks slowly toward her, brandishing the knife menacingly. She begins to back up but he moves to quickly and grabs her by the throat.
Ext. Park entrance - night
Kasady forces the still very much alive girl into his beat up old pick-up truck. He climbs into the drivers seat, starts the engine and speeds off. 
Only then do we see another older couple who have been watching the entire event, their mouths and eyes open in absolute horror.
MAN
(to wife)
Call the police.
Int. POLICE STATION, MACKEY'S DESK
Mackey is still sitting going over paper work when Holmes suddenly runs up to him. She looks very excited.
DETECTIVE HOLMES
(breathless)
Come on we have to go.
DETECTIVE MACKEY
What? Where?
DETECTIVE HOLMES
Get this some couple just witnessed a murder and kidnapping over at the park.
DETECTIVE MACKEY
And?
DETECTIVE HOLMES
And they said it was a skinny white man with bright red hair.
Mackey looks like he has seen a ghost. He jumps up and grabs his coat off the back of his chair. 
DETECTIVE HOLMES (CONT'D)
It's him isn't it?
DETECTIVE MACKEY 
God I hope so. Perhaps this is the night we finally get the son of a bitch.

EXT. STREET - NIGHT
Kasady's pick up thunders down the road, followed by three police cars, each with their sirens and lights blaring.
INSIDE Kasady'S TRUCK
Kasady turns his head and looks at the girl. A large smile spread across his face.
Kasady
Hold on honey. This may get a little bumpy.
He slams on the brakes and turns the wheel hard. The car spins and comes to a sudden stop so it is facing in the opposite direction.
The police cars also come to a complete stop.
Kasady (CONT'D)
Chicken eh? Okay, why not.
He revs the engine for a couple of seconds before driving hard and fast toward the cop cars. The cop cars quickly start up and try to move out the way but Kasady's truck clips the back end of one and knock it into a spin.
Kasady laughs manically as the girl in the passenger seat begins to scream.
Once again the chase is on. The police are in hot pursuit as Kasady leads them on a merry chase around the city.
Two of the police cars have gone missing but ,just as one of the police cars looks like it is beginning to catch up, Kasady slams on the breaks hard. The police car careens into the back of the truck. The officer driving is jerked forward with the force of the impact, his face smashing hard into the steering wheel.
Kasady sees all this out of his rear view mirror and laughs
Kasady (CONT'D)
Should have got those airbags checked out fucker.
The police officer slowly opens his eyes and shakes his head to rid himself of the dizzy feeling. He looks up just in time to see Kasady's truck coming flying at him at full power.
He doesn't have time to react as Kasady's truck slams hard into his. Blood and spit sprays out of his mouth as the steering wheel rushes forward to meet his chest.
Kasady speeds off just as the other two police cars come on to the scene, stopping to help their fellow officer.
EXT. warehouse - night
Kasady's truck pulls up just in front of an old warehouse that looks like it has been abandoned for decades.
The red haired serial killer steps out of the car dragging the girl kicking and screaming with him.
Kasady
Ha. Home sweet home
Int. WareHOUSE
Kasady as the girl tied to a large metal pillar that is used to keep the roof up. He kneels next to her with the sharpened blade of his knife held softly against her leg.
The girl mumbles and cries as she tries to plead for mercy through the gag Kasady as placed around her mouth.
Kasady
Do you know what my favorite color is?
The girl whimpers as she tries desperately to struggle free. Kasady doesn't seem to notice.
Kasady (CONT'D)
Red. I've always loved red.
He makes a small incision in the girls leg and watches as the blood slowly begins to trickle out.
Kasady (CONT'D)
Such a pretty color don't you think.
The girl mumbles something. Kasady smiles and cups a hand to his ear.
Kasady (CONT'D)
What was that honey? I'm sorry but you will have to speak up.
The girl mumbles something again.
Kasady (CONT'D)
Nope. Still didn't quite make it out.
VENOM
(O.S.)
She told you to let her go. And we agree with her.
Kasady is still smiling as he gets to his feet. He looks around but sees nobody.
Kasady
And who might 'we' be? You a cop?
VENOM
We are hunters. Much like yourself
Kasady
Hunters of what exactly.
Kasady turns around and finds himself mere inches away from the towering powerhouse that is VENOM. For the first time Kasady genuinely looks scared as the large black monster smiles at him.
VENOM
You.
Kasady lunges forward with the knife in an attempt to stab Venom in the face but Venom is too fast. A tentacle grabs Kasady's arm and twists. The bone in his snaps and breaks through the skin. 
Kasady only has a moment to howl in agony before he finds himself hoisted into the air and flying with great speed and force toward the far wall. 
The force of the impact shatters the window just above him and Kasady is caught in a shower of glass and debris.
Kasady forces himself to his knees but then he finds himself suddenly forced back down again as another tentacle pushes down hard on his back.
Through the dirty windows we can just make out red and blue lights flashing and the unmistakable sound of a police siren.
Once again Kasady finds himself flying through the air, slamming hard and high against another pillar. This time before he has a chance to fall on to the floor, a particularly sharp tentacle spears itself through his chest and pins him in place.
Venom moves slowly toward his prey as Kasady tries desperately to free himself, blood trickling out the corner of his mouth.
Suddenly there is the sound of a door opening. Venom stops and looks to one side just as
Police officers wielding guns run in to find the girl untied and Kasady lying in a pool of blood on the floor. There is no sign of Venom.
Closer on Kasady we can see something small and black on his chest next to the wound. It is covered in blood but it is still recognizable as a piece of Venom' symbiotic living costume. Then as quick as a flash it disappears into the wound.
Cut to:
The warehouse is alive with police and paramedic activity. The girl is sat on the back of an ambulance with a blanket wrapped around her shoulders. Detective Holmes is keeping her company. Mackey watches as the detectives load an unconscious Kasady on to a stretcher and in to an ambulance.
Int. Ambulance
One of the paramedics works desperately on Kasady. We see on a heart rate monitor that his heart is going alarmingly fast.
Suddenly it stops just as they arrive at the
Ext. Hospital - night
The doctors are standing by as the ambulance carrying the notorious serial killer arrives on the scene. The ambulance doors fly open and the dying patient is quickly wheeled out.
Doctor
What do we have?
ParaMEDIC
Broken arm, possible internal injuries and a large puncture wound in the chest, plus his heart just gave out.
DOCTOR
Quick get him inside.
Int. Hospital - outside the operating room
Mackey stares through the window as the doctors try desperately to save Kasady's life. Holmes joins him.
DETECTIVE HOLMES
Personally I hope they don't do it. This place is better off with that fuck dead.
DETECTIVE MACKEY
Yeah well I would rather he face justice for what he did.
DETECTIVE HOLMES
And dying isn't justice enough for you?
DETECTIVE MACKEY
Considering what he's done in the last year? No. Dying is too easy.
INt. The operating room
One of the doctors stands ready with a defibrillator.
He looks at the heart rate which is still flat lining.
DOCTOR
Clear
Everyone stands back.
He presses the paddles firmly against Kasady's bare chest and releases the energy. 
Kasady's body shakes violently before settling back down.
The heart rate monitor still shows a flat line.
DOCTOR (CONT'D)
Someone call it.
Another doctor looks at a clock on the wall.
DOCTOR two
Time of death. Nine twenty sex PM
DOCTOR
Good try everybody. 
Outside the operating room Mackey grits his teeth and sighs. 
DETECTIVE MACKEY
Guess the bastard got off easy.
DETECTIVE HOLMES
Well at least the city can rest peacefully tonight.
DETECTIVE MACKEY
I don't think so.
DETECTIVE HOLMES
Why? He's dead.
DETECTIVE MACKEY
He is. But that still leaves the big guy.
DETECTIVE HOLMES
Shit. I almost forgot about him.
DETECTIVE MACKEY
And we still have no leads, and no clues as to what his next move might be.
Int. Morgue - night
The room is filled with tables, each one has a body on it that is thankfully covered by a white sheet so that the only part sticking out is a foot with a to tag on it.
We move through the bodies until we reach one marked simply JOHN DOE.
X-RAY view of John Doe's / Cletus Kasady's body:
We can see the black ooze that was once part of Venoms living costume. Electricity sparkles and dances over it as it slowly begins to consume Kasady's blood. 
As it spreads through his body it begins to morph into a reddish colour. As the now RED symbiotic costume nears Kasady's heart the electrical charge it is still carrying gives the heart one final jolt and it begins to beat.
NORMAL VIEW:
The morgue attendant walks into the room pushing a trolley with a new 'guest' on it. He sees almost instantly that one of the bodies has vanished.
Attendant
What the he...
He is cut of mid sentence as a large red spike, similar to the once Venom pinned Kasady to the pillar with, erupts trough his chest.
INT. BROCK'S APARTMENT - day
Brock is sat alone on the small chair staring at the television screen. On the screen we see that he is watching the news. An image of Kasady appears on screen along with the word;
ESCAPED.
A tendril snakes its way from Brock's shoulder and switches off the set just as 
There is a KNOCK at the door.
Brock sighs and stands up. He walks over to the door, checks that the chain is still securely fastened and opens it as little as it will open.
A woman, mid to late thirties, short blonde hair, with tired eyes is on the other side of the door. She is SHEILA WRIGHT
BROCK
Yeah, what is it?
Sheila
Nothing Eddie. We...I was just worried about you.
BROCK
Why?
SHEILA
Well you never seem to leave the apartment anymore. I live just across the hall and I swear I have never seen you go past in at least a month. Unless you are going out the window of course.
BROCK
What do you want?
SHEILA
I was just checking on you that's all. Like I said I was worried.
BROCK
I'm fine. I've been busy.
SHEILA
Doing what?
BROCK
Working.
SHEILA
Working? Oh yeah, I remember someone mentioning that you used to be a, erm, reporter or something.
BROCK
That was another life.
SHEILA
So what you working on. It can't be a story because you would have to leave the apartment to do that.
BROCK
No it's not a story it's...Why am I telling you this?
SHEILA
Sorry. I was just worried. I'll go then if you're okay.
BROCK
We're fine.
SHEILA
We?
BROCK
Me. I'm fine.
SHEILA
Okay then.
BROCK
Okay. Bye
He shuts the door.
Ext. BROCK'S APARTMENT, hallway
Sheila is left staring at the door
SHEILA
Bye Eddie.
She turns and walks back to her own apartment
INSIDE BROCK'S APARTMENT
Brock switches the television set back on and sits back down on the chair.
A tendril forms on his side and snakes upward until it seems to be looking directly at Brock. Brock looks back at it and sighs
BROCK
(to tendril)
I got rid of her like you asked.
The tendril slowly retracts back to where it came from.
BROCK (CONT'D)
I always do what you ask.
EXT. NIGHTCLUB - NIGHT
A busy nightclub on an otherwise deserted street. A group of young women are let in by a big burly looking doorman who smiles at them.
Doorman
Right this way ladies.
Int. NiGHTCLUB
The woman find themselves in a typical nightclub. A stage on the far wall with a dance floor in front. The actual bar off to one side and the rest of the room is filled with tables and stools.
They quickly find an empty one and sit down.
Ext. NIGHTCLUB
The doorman is busy looking at a small clipboard that he is holding. There is a COUGH and he looks up
Cletus Kasady stands in front of him dressed in what appears to be jeans and a white Tshirt.
KASADY
Room for one more?
DOORMAN
Sorry. Strict dress code.
KASADY
Well how about you tell me how I am supposed to dress.
DOORMAN
Black trousers and shoes.
KASADY
Oh. One of those joints is it? 
He begins to walk past the doorman.
KASADY (CONT'D)
Well how about I just let myself in.
The doorman makes a grab for Kasady only to find himself pulling his arm quickly back, blood pumping out of the stump and his hand falling silently to the floor.
The doorman looks at the bloody stump where his hand once was.
DOORMAN
Jesus Christ
KASADY
(O.S. Filtered)
Not quite. But close
The doorman looks up but it is not Kasady that he sees but a thinner red version of Venom. This is CARNAGE
CARNAGE
Am I dressed more appropriately now?
The doorman doesn't have a chance to scream as two red tentacles grab him by either side of his head and PULL. His head is ripped clean in half down the center.
Int. NIGHTCLUB
Everyone stops and turns as the main DOORS are RIPPED off their hinges and carried in on the end of two long red tentacles. They are soon followed by the being known as CARNAGE.
CARNAGE
Well well. Quite the little party we have going on here. Mind if I crash?
Tentacles start forming on Carnages body as he walks slowly forward to the center of the dance floor. They whip and snake out in all directions, grabbing patrons, snapping bones and throwing them around like rag dolls.
One of the bartenders summons an ounce of courage and reaches under the bar. He pulls out a large shot gun, takes quick aim, and FIRES.
The blast hits Carnage in the side of the head but he is totally unaffected. He turns his head and stares directly at the Bartender. The Bartender takes a step back in horror and disbelief but he has nowhere to go.
Suddenly a long tendril appears just in front of the bartenders face.
CARNAGE (CONT'D)
You look thirsty.
The tendril reaches behind the bartender and wraps itself around a bottle.
CARNAGE (CONT'D)
Here have a drink on me.
In one quick motion the tendril smashes the bottle on the counter, much like in a typical Hollywood bar fight, before driving it with tremendous force into the bartenders face.
The bartender falls to the floor DEAD
CARNAGE (CONT'D)
Now there's a man who can't hold his drink.
Carnage begins to laugh insanely
As he laughs he slowly looks around at the mayhem as people push past each other and climb over anything and everything in an effort to get away.
He sees a girl who barely looks old enough to drive, let alone be drinking in a  club. 
The girl quickly finds herself hoisted in the air with a tentacle wrapped around her waist.
CARNAGE (CONT'D)
Now where was I?
The girl whimpers as
FADE TO BLACK
Blackness...the screaming starts
Int. pOLICE STATION, MACKEY'S DESK - day
Mackey and Holmes are sat around the desk. They both look visibly shaken.
DETECTIVE MACKEY
Jesus. How many?
DETECTIVE HOLMES
At least thirty. That we know of that is. We still haven't found and matched all the body parts.
DETECTIVE MACKEY
And you're sure it's him?
DETECTIVE HOLMES
No real evidence, no. But...I don't know. It just feels like him. You know...
DETECTIVE MACKEY
...Evil.
DETECTIVE HOLMES
Exactly.
DETECTIVE MACKEY
But he died. I was there. We saw him die on the operating table.
DETECTIVE HOLMES
I guess death is not as permanent as it used to be.
DETECTIVE MACKEY
Nothing is how it used to be.
DETECTIVE HOLMES
Just be glad you don't live in New York. 
DETECTIVE MACKEY
Why?
DETECTIVE HOLMES
Well there is a guy in red and blue tights who can stick to walls for one thing. Then there is the guy with four metal arms 
DETECTIVE MACKEY
So they get weirdos and I get serial killing psychopaths.
DETECTIVE HOLMES
Pretty much
DETECTIVE MACKEY
Do you think they'll want to make a trade?
Int. NighTCLUB - day
Mackey and Holmes are stood in the deserted room. The coroner has done his job and all the bodies and body parts that have been found have been taken away. 
The place is total bedlam. Up turned tables, chairs piled up. Blood splatter and smear all over the floor and up the walls. It is pure Carnage.
Int. BROCK'S APARTMENT - day
Brock is flipping through the television channels. He stops at a news cast that shows an image of the NIGHTCLUB. The word MASSACRE appears at the bottom of the screen.
The expression on Brocks face remains blank but he watches with interest.
NEWSREADER
Police have yet to release an actual number but we have reports that the death toll could be over thirty people, with at least the same amount seriously injured. 
Brock switches off the television and stands up, just as the symbiote begins to form the VENOM suit over him.
There is a knock at the door. The suit quickly reverts back to his street clothes.
Brock sighs and opens the door part way.
Sheila is stood outside again.
BROCK
(uninterested)
Yes?
SHEILA
I just thought I would say hello.
BROCK
Hello.
He goes to shut the door but Sheila's foot stops him. Brock gives her 'would you mind moving you foot' look but she refuses to comply.
SHEILA
I also wanted to apologize.
BROCK
Apologize?
SHEILA
For putting my nose where it doesn't belong.
BROCK
We forgive you.
Sheila smiles at this.
SHEILA
Oh we do, do we? 
BROCK
Very funny. Now if you don't mind, I have work to do.
SHEILA
Okay. Sorry to keep you Eddie
Eddie shuts the door just as the Venom suit forms itself over his body.
Venom walks over to the window. Steps up and jumps out.
There is another knock on the door.
SHEILA (CONT'D)
(through the door)
So do you want to get a drink sometime? Eddie? Come on I know you're there. Okay you know where I live. Right across the hall. Apartment Ninety Six
Int. nIGHTCLUB - daY
Mackey and Holmes take one last look before EXITING.
Ext. NIGHTCLUB
Mackey and Holmes walk over and climb into the car. 
Unnoticed above them, clinging upside down on the wall of the nightclub is VENOM
As the car drives away Venom crawls down the wall and drops in front of the doorway. He ENTERS
Int. NIGHTCLUB
Venom looks around but shows no emotion through the living mask.
He walks into the center of the room and begins to survey the damage. 
VENOM
This is familiar to us. No I don't understand it either, We just know it.
We see a flash of disjointed images of people in the club running and screaming for their lives. In the center is a shapeless grey blob that seems to be sprouting many tentacles similar to Venoms own.
The blob begins to laugh. The laugh is inhuman.
Venom moves swiftly over to one side, throwing a table over to one side.
He stops at a small pool of blood. He dips a finger in and raises it to his nose. Or at least where his nose will be under the mask.
He sniffs it.
Another flash. This time it is of a woman cowering behind a table on the floor. A grey tentacle slowly snakes its way over to her. As the tentacle gets closer it begins to change color. 
The now RED tentacle forms a blade on its tip and slices across the woman's throat. Their is a quick spurt of blood as the woman grabs desperately at her throat
Venom stands up and looks around.
VENOM (CONT'D)
We did this.
He sighs visibly
VENOM (CONT'D)
No not us. Like us. Another.
Ext. BroCK'S APARTMENT complex - day
Eddie Brock walks up the steps to the front door. He is just about to insert the key in the lock when the door swings open.
Sheila walks straight into Brock. 
SHEILA
Oops, sorry. Brock?
Brock goes to walk past her but she grabs his arm and stops him. 
He stops, sighs and turns to looks at her.
SHEILA (CONT'D)
So how did you get out of the building without me seeing? 
BROCK
I walked.
SHEILA
Well, yeah right. Okay how about that coffee then?
BROCK
Coffee?
SHEILA
You know, the coffee I asked if you would like to have sometime. I only asked you an hour ago, just after I spoke with you in your apartment. Okay, your apartment door. You didn't answer and so naturally I took that has a maybe.
BROCK
I can't
He walks away into the building. Sheila sighs and begins to walk down the steps away from Brock.
Brock stops and turns to look at Sheila.
Sheila is walking down the street when a hand appears on her shoulder. She turns around and is surprised to see Brock.
BROCK (CONT'D)
Let's make it a quick cup. I have work to do.
SHEILA
That's okay. I know a sweet little coffee shop just a few blocks from here.
Int. Coffee shop - day
Brock and Sheila are sat on opposite sides of a table, both holding on to a cup of coffee.
BROCK
So.
SHEILA
So?
BROCK
So you lived here long?
SHEILA
About a year.
BROCK
That's nice. 
SHEILA
Yeah. So what are you working on?
BROCK
What?
SHEILA
You said you were busy. So what do you do?
BROCK
I follow the news.
SHEILA
Ha, so you are going back into journalism.
BROCK
Something like that. It's not really interesting what I do, boring is more the word.
SHEILA
I don't know, journalism can be interesting. You get to travel and meet people.
BROCK
I suppose so. So what do you do? I heard you were an, artist?
ShEILA
Photographer.
BROCK
I knew one once.
SHEILA
Was she any good.
BROCK
He. He used to take photos for the Daily Bugle, got quite famous for a while. I never thought he was any good. Tell the truth there is a lot of bad history between me and him.
SHEILA
Really. It's not that Parker guy is it? The Spider-Man guy
BROCK
Yep, that's the guy.
SHEILA
So what happened?
BROCK
Long story. Don't want to dwell on it too much. So anyway, what sort do you do?
SHEILA
Pictures? Artsy stuff really. Nothing fancy, just people, places, animals. That kind of thing.
BROCK
Sounds nice.
SHEILA
It helps pay the bills. But only just.
Brock stands up and begins to walk away.
SHEILA (CONT'D)
Was it something I said?
BROCK
No. I just need to use the rest-room.
Int. CofFEE SHOP, rest-room
Brock stands in front of a small sink looking at himself in the mirror. He turns on the cold water tap and splashes some of the cool liquid on to his face.
BROCK
(to Mirror Brock)
I can't help it. I think she likes me.
A pause
BROCK (CONT'D)
No I can't just leave her. I have to have a life beyond you.
A pause
BROCK (CONT'D)
I know. Without you I would be nothing. You helped me and I'm thankful but I must try to get on with my life.
A pause
BROCK (CONT'D)
You're just a guest. It's my body and my life. 
Brock's right hand suddenly begins to shake. He looks at it, a look of supreme concentration on his face. Slowly his hand stops shaking.
BROCK (CONT'D)
Fine. But let me do it my way.
A long tendril snakes its way out of Brock's back. Reaches into the paper towel dispenser, pulls one out and hands it over to Brock.
BROCK (CONT'D)
Thank you.
Int. COFFEE SHOP
Brock walks over to the table but he doesn't sit down.
BrocK
(to Sheila)
Sorry but I have to go.
SHEILA
Can't you stay a bit longer?
BROCK
Sorry I'm...
SHEILA
...Busy. I know, you said. 
Brock turns and walks away.
SHEILA (CONT'D)
You know one day you will look up from whatever it is you do and find the world hasn't waited for you.
(quietly)
And I can't wait forever either.
Brock exits.
Ext. City rooftops - night
Venom is crouched on the edge of a building looking down at the few people who are going about their nightly business. The sounds of traffic can be heard in the distance.
The relative quiet is suddenly pierced by a woman's SCREAM.
Venom tenses his powerful arm and leg muscles and launches himself into the air like a spring.
Ext. Dead-end alley - night
Three men have cornered a fourth man at the end of an alley. They all have handguns aimed at the cowering wreck.
Armed man one
Like I said. You pay us to walk through our turf or you face the consequences. 
Armed man two
You pay the toll or you pay the price. Simple choice really.
Cowering man
I'm sorry. Here look take everything.
He reaches into his pocket and pulls out a wallet.
COWERING MAN (CONT'D)
Two hundred. It's all I've got. Just take it.
He throws the wallet at the armed mens feet.
Armed Man One bends over and picks it up.
ARMED MAN ONE
Thanks. But we would have taken it anyway.
He raises his gun toward the cowering man. The cowering man raises his arms to his face, he doesn't want to see it coming.
SLOW MOTION:
The trigger is pulled. A loud bang, a flash and...
NORMAL SPEED
VENOM drops down in to the path of the bullet. The small projectile bounces harmlessly off his chest.
ARMED MAN oNE (CONT'D)
What the hell?
ARMED MAN TWO
Jack? What the heck is that thing?
Venom's already unnaturally wide smile seems to get wider.
Armed Man One raises his gun for another shot at Venom.
A tentacle he did not see rising behind him quickly separates his arm from his shoulder.
The third guy who has so far remained silent opts for the more direct approach. He rushes Venom in a poorly executed tackle. Venom doesn't even flinch has the man crashes in to him. The man is swiftly dispatched after being thrown head first into the wall, the sound of the bone sin his skull and neck breaking are very audible in the small confined space.
The second armed man drops his gun before turning and running away. He only gets a few yards when four long tentacles grab him by his arms and legs. 
CLOSE UP on the second armed man's face. 
ARMED MAN TWO (CONT'D)
Please! Don't hur...
The word ends abruptly. There is a loud tearing sound.
NORMAL P.O.V
The body of the second man falls to the ground. The temporary tentacles formed by Venoms living symbiotic suit still holding on to an arm and leg respectively.
Venom turns to face the man he has just rescued, but the man looks more afraid of him then he did of the men with guns.
Venom's smile turns into an angry frown. The four tentacles, still holding on to the body parts, drop them on to the cowering guys lap.
The man looks at them in absolute horror, not even having the courage to push them off his lap.
VENOM
A little souvenir.
Venom leaps on to the wall and begins to climb it very rapidly, disappearing over the top.
Int. BroCK'S APARTMENT - night
Brock is sat in front of the television but it is turned off. He is more interested in his own reflection.
BrOCK
What the hell was that about? A little souvenir!
A pause
BROCK (CONT'D)
The innocents of this city have enough shit to put up with, without us turning against them.
Another pause
BROCK (CONT'D)
I know you didn't hurt the innocent. But you wanted to, I could feel it. 

Brock rises and walks to a window. He peers out into the darkness.
BROCK (CONT'D)
Yes, I feel it. It's close.
He closes his eyes
An IMAGE of a building, closer we see people exiting. They are dressed in police uniforms. We look up at a sign that simply says POLICE.
We move forward, toward the building. We enter the door...
Int. Police sTATION, front desk - night
The desk sergeant is busy doing his paper work. A small COUGH causes him to look up.
CLETUS KASADY is standing in front of him.
The desk sergeant is visibly shocked. He has seen the pictures taken at the hospital, he knows who this is.
KASADY
I believe you are looking for me.
The desk sergeant hits a small button under his desk before grabbing his gun from the holster on his waist and pointing it directly at Kasady.
DESK SERGEANT
(shouting)
FREEZE!
KASADY
Really, is that gun absolutely necessary?
DESK SERGEANT
(shouting)
SHUT UP AND GET ON YOUR KNEES.
More cops run in, all carrying guns. 
Kasady looks at them and smiles
KASADY
Oh and here was I hoping we could all be friends.
DESK SERGEANT
(shouting)
ON YOUR KNEES. NOW!!
Int. POLICE STATION, OUTSIDE interrogation ROOM
Kasady sits alone in the interrogation room. Mackey and Holmes are on the other side of a one-way mirror looking at him.
DETECTIVE hOLMES
Why do you think he did it?
DETECTIVE MACKEY
Did what?
DETECTIVE HOLMES
Turn himself in.
DETECTIVE MACKEY
I don't know. Perhaps he wants something. Truth is I don't really care. I'm just glad we finally got him.
DETECTIVE HOLMES
But that's just it.
DETECTIVE MACKEY
Just what?
DETECTIVE HOLMES
We didn't get him. He came to us.
DETECTIVE MACKEY
Best not to question it. He's off the streets and that is all that matters. 
Mackey opens up the door to the interrogation room and enters
Int. POLICE STATION, INTERROGATION ROOM
Mackey simply stands and stares at Kasady for a few moments. Kasady looks at him and smiles. 
Mackey sits down on the opposite side of the table to Kasady, pulls a small tape recorder out of his pocket, places it on the table between him and the psycho and presses the RECORD button.
DETECTIVE MACKEY
The time is ten thirty five. Officer Fred Mackey residing. 
(to Kasady)
Why?
KASADY
Why what?
DETECTIVE MACKEY
Why did you kill all those people.
Kasady shrugs.
DETECTIVE MACKEY (CONT'D)
Something must have been behind it. You don't kill that many people with reason.
KASADY
I woke up one morning and I was bored.
DETECTIVE MACKEY
(Shocked at the answer)
Bored?
KASADY
Yes. So I thought, what the hell, go on a killing spree, have a few laughs.
DETECTIVE MACKEY
A few laughs? You've butchered over a hundred people
KASADY
(smiling)
Last I checked it was over two hundred.
DETECTIVE MACKEY
How can you say it like that?
KASADY
Like what?
DETECTIVE MACKEY
You sound,
(a pause)
Happy.
KASADY
Happy memories I suppose.
Mackey looks flustered. He switches off the tape recorder, stands up and walks toward the door.
KaSaDY (CONT'D)
Hey detective you never asked what I wanted.
DETECTIVE MACKEY
Excuse me?
KASADY
The reason I came here. Why I gave myself up.
DETECTIVE MACKEY
(humoring him)
Okay. Why?
Kasady smiles
KASADY
I was bored
A look of shock spreads across Mackey's face as a long red tentacle erupts from Kasady's chest and rushes at him.
Mackey ducks, the tentacle narrowly missing him.
An officer just behind Mackey is not so lucky. Mackey turns just in time to see the tentacle rips the poor mans throat out.
DETECTIVE MACKEY
Fuck me...
He turns and sees CARNAGE fully suited. There are small tendrils / tentacles growing out of him, whipping and snaking wildly.
KASADY
So I thought this might be a fun place to visit.
Carnage begins to laugh. The laugh is evil and inhuman.
IMAGES of police officers grabbing guns, slipping on bullet-proof vests, helmets.
Carnage steps out of the interrogation room and into the hallway. He looks down both ways as if unsure which way to go. 
He decides to go left and heads down the hall.
A police officer jumps behind Carnage, gun pointed at the back of the creatures head.
POLICE OFFICER
STOP.
A long pointed tentacle zooms out of Carnage's back and into the officer's chest, pinning him to the wall and killing him instantly.
Another officer bursts out of a side office, puts a gun to Carnage's head and pulls the trigger. 
Carnage turns his uninjured head and looks directly at the officer. He smiles
The headless body of the officer slumps against the wall, leaving a small trail of blood as it slid down the wall. Carnage looks at the officers head that he holds in his hands and laughs. 
He throws the head uninterested over his shoulder. It lands perfectly on its own body's lap.
HEAD'S P.O.V.
Carnage carries on walking down the hallway dispatching countless officers with claws and tentacles. 
Ext. PoLICE STATIon - night
Several police officers, including Mackey and Holmes, burst out of the front doors and run / tumble down the stairs.
Carnage follows after them just as
POLICE CARS drive on to the scene to form a make-shit defensive barrier.
The cops dive behind the cars and aim their guns at the creature.
A single shot ignites a whole volley. Soon the noise of gun fire and the flash of muzzles fills the night sky.
Carnage walks slowly down the stairs, totally unaffected.
Officer
What the fuck is this thing?
DETECTIVE MACKEY
Just keep shooting. Wear the fucker down. It will have to get tired sometime.
As if to prove Mackey wrong Carnage grabs the corner of one of the cars, using his claws to create large jagged finger holds to grip on with.
He effortlessly, and one handedly, lifts the car off the ground and throws it to one side. 
The car sails twenty feet through the air easily, before crashing to the ground hard and skidding into a car parked further down the street.
The police officer that was hiding behind the car only has a few brief moments to look up at Carnage before 
The officer CRASHES into the upturned Police Car with enough force to cause it to fold like a book.
InT. bROCK'S APARTMENT - night
Brock still has his eyes closed. 
Slowly he opens them and peers once more into the darkness.
CLOSE UP of a single hand resting on the window ledge. The black tar that is the Venom Symbiote slowly oozes down the arm, over the wrist and covers the fingers. A small white patch appears on the back of the hand.
Venom bends over the window and falls forward.
Ext. BrOCK'S APARTMENT, wall
Venom scurries a little way down the wall before using his alien enhanced arm muscles to push himself off and over to
The building on the opposite side of the street. Brock lands on the wall and for a few brief seconds hangs their like a Spider.
He looks around, taking his bearings before finally propelling himself several storeys into the air, up and over the building.
Ext. POLICE STATION - Night
The area is deserted as Venom lands in front of the police station. That is unless you count the upturned, burning cars and the numerous bodies and body parts that litter the street.
Venom snarls.
VOICE
(O.S.)
I guess I have you to thank for this little gift.
Venom spins round to see KASADY emerge from the shadows.
KASADY
I was always good at what I did. Now, because of you I'm a God.
VeNOM
No you're just a little pathetic man. A monster. We hunted you once and now we found you again.
Kasady smiles
KASADY
Not that hard when you knew where I was. No, not knew. Felt. You felt me didn't you? Felt where I was, what I was doing. I bet you even enjoyed it. I know I did.
Venom moves over to Kasady with superhuman speed, covering the large gap between them in a fraction of a second.
VENOM
What we felt will be nothing compared to the pleasure we will feel when we rip your heart out.
KASADY
I thought you might say something like that.
Venom reaches out, grabbing at Kasady's throat.
Kasady grabs Venom's wrist, stopping it.
Venom looks shocked
Kasady smiles.
KASADY (CONT'D)
What the hell. I'm in the mood for some more fun.
Kasady kicks Venom HARD in the stomach. Venom flies back several feet and slides a further several down the road.
Carnage LANDS by Venom's side, kicking him in the side / chest just as he begins to get up.
Venom sails through the air and crashes through the wall of the Police Station. 
Venom throws a particularly large chunk of wall to one side. He looks up
Carnage is gone.
Venom rubs his chest and stomach, he is obviously in some discomfort.
VENOM
He won't be easy.
INt. BROCK'S APARTMENT - Day
Brock is watching the television News. A suited man is on television addressing the viewer.
Thee words CARNAGE AT LOCAL POLICE STATION flash across the bottom of the screen. 
Suited man
For too long this city has been held in a tight grip of fear, people terrified to leave their own homes, to go to work. Their is a disease eating at the heart of this great city, a VENOM that must be stopped. 
(shouting)
A CARNAGE THAT CAN NOT BE ALLOWED TO CONTINUE
Brock switches off the set. He sits back in his chair and sighs.
A tentacle appears beside him holding an open can of beer. Brock takes it and puts it to his lips. 
The same tentacle then proceeds to move over to the radio and flick it on. 
Soft classical music starts to play through the speaker. The tentacle starts to adjust the dial, tuning the radio to something more modern.
Int. Police crime lab - timeless
Detective Mackey and Detective Holmes are sat next to a third guy in a white lab coat. They are reviewing a tape of the attack on the Police Station.
On the tape we can see Carnage slaughtering countless officers and laughing.
DETECTIVE MACKEY
This everything?
Lab coat
This is all that was on the tape, yes.
DETECTIVE HOLMES
What the hell is that thing? You ever seen anything like it before.
LAB COAT
Can't say that I have.
DETECTIVE HOLMES
Well you don't seem too shocked to see it now.
LAB COAT
Considering everything we've seen in the last few year, nothing shocks me anymore.
DETECTIVE MACKEY 
Everything we've seen?
LAB COAT
Oh, well there is the guy who can climb up walls and spins webs.
DETECTIVE MACKEY
Oh that guy.
LAB COAT
Yeah, then there is a guy who seems to be made of rock, a woman who turns invisible, another guy who stretches like rubber, one who can set himself on fire, a bloke with four metal arms attached to his back. Nope. Nothing surprises me anymore.
DETECTIVE HOLMES
Trust me. If you were there you would have been very surprised.
LAB COAT
Probably.
The lab coat ejects the tape and puts it to one side. He grabs another tape and slots it in the machine.
A video of Carnage kicking Venom through the Police station wall appears on the screen.
DETECTIVE HOLMES
Shit, there's two of the freaks.
DETECTIVE MACKEY
Doesn't look like they're drinking buddies though. 
(to Lab Coat)
This thing have sound?
LAB COAT
Sorry. Video only.
DETECTIVE MACKEY
Nevermind. 
DETECTIVE HOLMES
Hey Mack, I just thought of something.
DETECTIVE MACKEY
And?
DETECTIVE HOLMES
Well you know the description of the second serial.
DETECTIVE MACKEY
Red haired?
DETECTIVE HOLMES
No, the other one.
DETECTIVE MACKEY
Big and black...
Mackey stares at the screen a look of REALIZATION on his face.
DETECTIVE HOLMES
We thought the witness meant an African-American. But what if he meant big and black, as in that guy there.
DETECTIVE MACKEY
Great. So now not only do we have two serial killers in our city. But they both happen to be monsters as well. This day just keeps getting better and better. Now say, by some miracle, that we happen to catch these two, then what?
DETECTIVE HOLMES
Uh...
DETECTIVE MACKEY
...I don't see that Murdock guy being able to prosecute them. Hell I'm not even sure if they are human. Might have to take them to the pound to be put down. 
(thinks)
Though I suppose if we class them as animals we can get aid from that hunter chap. 
(thinks)
You know that, erm, guy.
DETECTIVE HOLMES
Kraven?
DETECTIVE MACKEY
Yeah him.
INt. sheila's apartment, kitchen - day
Sheila busies herself filling the kettle, on one of the counters we can see a cup with a small teaspoon sticking out.
She plugs the kettle into the wall, flicks the switch and exits
Int. SHEILA'S APARTMENT, living area
Sheila walks by the television set which is currently showing the news of the attack on the Police Station.
She sits on the sofa and grabs the television remote.
Ext. ShEILA'S APARTMENT, window
We are looking in at Sheila, but it is as if we are seeing through someone else's eyes. 
We watch as Sheila gets to her feet and moves toward the kitchen.
Int. SheilA'S APARTMENT - NIGHT
Sheila walks toward the kitchen door. She stops as if she has heard something. She turns around.
Nothing.
PROWLER P.O.V.:
We are directly behind Sheila, no more than five feet away. Sheila opens walks into the kitchen. We do not follow.
NORMAL P.O.V.:
Sheila emerges from the kitchen holding a steaming cup of what is probably coffee.
A knock at the front door.
She walks to it but she does not open it.
SHEILA
Yes?
BROCK
(O.S.)
Sheila, it's me. Open up.
SHEILA
Eddie?
BROCK
(O.S.)
Yes. Please open the door.
SHEILA
Okay. Just a second.
She undoes a bolt and turns the key in the lock.
She is just starting to open it when suddenly...
Sheila is YANKED BACKWARDS at incredible speed.
Brock BURSTS through the door to find
CARNAGE as a tight grip of Sheila's throat.
CARNAGE
(to Brock)
So this is the little girlfriend is it?
(to Sheila)
I heard so much about you from a mutual friend of mine and 
(motions to Brock)
His, that I just had to come and see you for myself.
Brock looks furious
BROCK
Let her go.
CARNAGE
Now why would I want to do that?
BROCK
Because if you don't we will rip you spine out.
CARNAGE
Oooh. Big words. Though I would advise you to get your memory checked, because I seem to remember beating you last time.
BROCK
Last time you got us by surprise. Now we are ready.
CARNAGE
Really.
Carnage throws Sheila on to the sofa. She is dazed and confused but otherwise unharmed.
A red tentacle shoots out of the palm of Carnage's hand.
It wraps around Brock's waist.
Grabbing the tentacle with both hands, Carnage uses it like a rope. He swings Brock, hard, into the wall. 
Plaster and debris fall down on Brock, covering him.
Carnage moves over to where Brock is covered by the debris.
A familiar black clawed hand reaches out and grabs Carnage's ankle. 
VENOM rises out of the rubble. As he does so he pulls on Carnage's ankle. Carnage falls backwards, hitting his head hard on the floor.
Venom reaches down to grab Carnage but three red tendrils wrap themselves around Venom's arms. They flip him head over heels into the television.
Sheila dives off the sofa and runs over to the far corner. All she can do is watch as two MONSTERS tear up her apartment.
Venom backhands Carnage, knocking him through the wall into the kitchen.
As Carnage begins to rise Venom stomps hard on his back, knocking him to the floor once more.
More red tentacles rise behind Venom and wrap around his chest. 
They lift him into the air and swing him with tremendous force into a wall, then without giving him time to catch his breath, they swing Venom yet again into another wall.
Carnage rises to his feet and pulls Venom over to him.
He pulls back his fist and aims a punch at Venom's head.
Venom catches the punch and twists.
Carnages tentacles release their grip on Venom just as
Venom's own black tentacles slam into Carnages chest knocking him back into the sink.
They wrap themselves around Carnage.
Venom lifts Carnage and swings him into and through the apartment wall, across the hall and through another wall into
Int. BROCK'S APARTMENT
Carnage crashes into Brock's / Venom's apartment, landing just below the window.
Carnage rises unsteadily to his feet just as
Venom rushes toward Carnage in a tackle attack.
The window and wall explode outwards as Venom and Brock fall out of the apartment.
The two alien suited killers keep pounding each other with their fists and tearing at each other with their suits tendrils and tentacles as they
SLAM into the pavement, crashing straight through into a
Int. Storage room
Venom lands on top of Carnage.
Carnage lifts his knees between his and Venom's chest and KICKS upwards.
Venom flies into the air and lands outside the hole onto the street.
Carnage jumps out of the storage room
Ext. bROCK'S APARTMENT COMPLEX
Carnage lands next to Venom. He picks him up by the head then kicks him across the street, knocking over a light post.
What few people are there at first look in awe, but this quickly turns to fear. Some of them begin to run, but other seem rooted to the spot.
Carnage runs over to Venom and kicks him hard.
Venom slides down the street.
Venom slowly rises to his feet. He looks at where Carnage was but again 
CARNAGE is gone.
Venom looks around.
Suddenly Venom STEPS to on side as CARNAGE comes crashing down feet first where Venom was just standing.
VENOM
You missed.
CARNAGE
I wasn't even trying.
A black tentacle wraps itself around Carnage's right arm and swings him hard across the street into a parked car.
The impact crushes the side of the car to such a degree that it only seems to have ever had one side.
Amazingly Carnage gets up. He seems to smile at Venom as he turns and LEAPS at the building.
He lands on the wall like an insect. Crawling up and onto the roof.
Venom runs across the street, jumps onto the hood of a car, then in one swift motion leaps into the air landing on the
EXT. Rooftops 
Venom lands roughly ten feet away from Carnage.
Carnage smiles before turning and running in the opposite direction.
Venom runs after him.
Carnage is running toward the end of the building. The other building is thirty feet away but Carnage doesn't stop running.
He reaches the edge and jumps.
In mid jump Carnage twists his body just in time to see Venom JUMP after him.
Carnage sends out a long tendril.
It grabs Venom by the ankle and swings him hard. He soars past Carnage and slams into the wall of the building that they were jumping over to.
Carnage turns his body to face the right way just as he lands on the roof.
Venom peels himself off the wall, brick, mortar and plaster falling to the street below. He stays there for a moment, clinging to the wall like an insect. 
He pushes himself off the wall and grabs hold of a telegraph pole. Then jumps / pushes himself off that onto the roof of the building.
Venom chases after Carnage, both moving with superhuman speed. They jump from one building to the next in quick succession.
Carnage jumps to the side, falling fast to the
STREET 
He lands, the force of the impact shattering windows all around him
He steadies himself and begins to run again.
Venom lands on the exact same spot Carnage just did.
Just as a CAR comes flying through the air towards him.
Venom JUMPS. He lands on the car, sending it crashing to the ground.
He looks up just as CARNAGE comes crashing into him. 
The two super powers go rolling across the street.
They both flip to their feet, then simply stand and look at each other, both poised for the attack but neither moving.
CARNAGE
And you though mindless mayhem wouldn't be fun.
Carnage laughs
Carnage rushes at Venom, punching him hard before Venom has a chance to react.
Venom sails through the air. He is about to crash into the ground head first, but he puts his hands out and lands in a handstand, then uses the momentum to flip himself backwards into a standing position.
CARNAGE (CONT'D)
Not bad. Old man.
Venom jumps toward Carnage. Carnage easily sidesteps it.
Venom swings a massive backhand at Carnage's head. Carnage ducks, grabbing Venom's arm as he does so.
Carnage punches Venom hard in the side. Venom howls.
Venom finds himself being thrown by his arm. He crashes straight through the side of a lorry and into the wall of a building.
Venom lies face down in the pavement. He slowly turns over, dazed and confused.
VENOM'S P.O.V.:
The vision is blurry but we can just make out the truck. The image begins to get sharper as countless red tendrils reach through the hole in the lorry.
They each grasp onto the side of the whole, roughly ten on each side, and pull
NORMAL P.O.V.:
The lorry is ripped in half, revealing Carnage. 
Still holding on to the two halves of the lorry Carnage walks slowly and menacingly toward Venom. As he moves forward the tendrils lift the two halves of the lorry high over his and Venom's head.
Carnage brings the two halves together, smashing them into VENOM, before throwing them in opposite directions down the street.
Venom is lying face down in the pavement, a large crater formed around him.
Carnage grabs him by the neck and lifts him up so they are face to face.
Carnage smiles as he raised his free arm. His hand morphing quickly into a crude axe shape.
He is going to use it to cleave Venom's skull in two when
Venom's TONGUE whips out and wraps itself around the axe-hands wrist.
The tongue twists and pulls. The hand snapping into an impossible angle.
Carnage screams in agony. Venom takes the opportunity and sends what can only be described as a 'pillar' of symbiotic suit out of his chest, smashing into the chest of Carnage. 
Carnage flies backwards, crashing through the window of a television repair shop.
Int. Television repair shop
Carnage crashes into the televisions, sending metal and glass flying everywhere.
Groggily he gets to his feet. He looks at his hand which is still twisted into a weird angle.
He simply flicks his wrist and it is quickly as good as new.
Venom walks through the hole in wall just as
A LIGHT illuminates the street behind him. Venom turns his head and looks up.
A HELICOPTER with the word POLICE on the side is hovering just above the buildings, a powerful SPOTLIGHT aimed at VENOM.
A second helicopter comes onto the scene. This one is labelled MRVL NEWS.
Venom turns his head to face Carnage but
Yet again CARNAGE IS GONE
Ext. STREET
Police cars and two vans labelled SWAT speed into the scene. Heavily armored and armed men and women jump out of the vehicles.
Hand signals are giving and they all make a wide circle around Venom, using the cars and Vans as cover.
It is then that we see that there are more police and swat teams on the roofs of the buildings, on balconies and aiming their guns out of windows.
Venom doesn't look that bothered.
We move closer on Venom's face so that we actually move through the mask
CLOSE UP:
Brock's face. He closes his eyes.
A flash, a vision. He sees himself as if he was looking down at himself from high above.
NORMAL VIEW
Venom slowly tilts his head and looks up. 
Numerous men in police and SWAT uniforms are all looking down at him, all with guns pointing down at him
His eyes rest on a man in a police uniform who is not wielding a gun. The man's face is hidden by a gas-mask but we instantly recognize the bright red hair.
One of the officers next to Kasady notices that he is not holding a gun.
OFFICER
(to Kasady)
Where's your gun?
No reply
OFFICER (CONT'D)
(to Kasady)
Officer,
(looks at Kasady's name tag)
Kasady. Where is your gun?
Kasady slowly turns his head and smiles.
As he smiles the mask seems to break apart into many tiny tendrils before getting sucked back into Kasady's shoulders.
OFFICER (CONT'D)
Oh shit.
The other officers on the roof all turn and look just as 
Kasady's SWAT uniform begins to tear itself apart, becoming a multitude of tentacles and tendrils, changing from a dark black in a blood red as they wrap themselves around Kasady's body until...
Carnage looks at the officer and smiles.
OFFICER (CONT'D)
(shouting)
It's the other one! OPEN FIRE.
A single officer standing five feet behind Carnage fires a single shot.
Carnage grabs the officer who asked to see his gun. He pulls him so that he is in the path of the bullet. The bullet hits him directly in the face.
Carnage shoves him into the officer who fired the shot, before kicking them both off the building.
Time slows to a crawl as tentacles and tendrils whip out of Carnages body. They begin grabbing officers, ripping the guns out of the grips, breaking bones and removing limbs.
Int. NEWS HELICOPTER
The pilot and the camera-man can only look on in shock and awe as the red monster literally tears the police officers apart.
As they watch a few of the officers manage to squeeze off a few rounds, but the bullets have no affect on Carnage.
Carnage turns quickly and looks directly at the two helicopters.
He crouches, then jumps with superhuman ability.
He lands on the windscreen of the Police Helicopter
POLICE PILOT
(panicked)
Shit. Someone get it off me. 
Carnage leans back and smashes his fist through the windscreen. Grabs the pilot and rips him free of his seat, pulling him through the window.
The helicopter goes into an uncontrolled spin, moving down to earth very rapidly.
Carnage still has hold of the pilot with one hand who is kicking and screaming and desperately trying to get free, even though he has no where to go.
Carnage slowly lowers the pilot as if he is bout to drop him, but then he changes direction and instead throws the pilot into the air.
Blood splatters the helicopter as the Pilot is hurled through the whirling blades. 
Carnage pushes off backwards, doing a massive back flip to land back on the roof he was just on, just as the Helicopter CRASHES into the street and explodes.
Police officers, SWAT and even VENOM jump for cover as large flaming chunks of helicopter fly out in all directions.
Carnage jumps down, landing heavily on the smashed wreckage of the helicopter, the reflection of the flames dancing in his eyes.
He pulls off one of the blades from the propellor and throws it.
The blade soars through the air, spinning like a boomerang straight toward
Venom DUCKS at the last second. The blade imbeds itself deep into the wall behind him.
Carnage leaps, landing like a cat on the blade stuck in to the wall behind Venom.
He back flips off the blade, kicking out with both feet into Venom's chest. Venom flies back several feet.
Carnage lands in a crouching position beside three men in SWAT uniforms. 
The three SWAT men quickly aim their guns at Carnage.
Before they have a chance to fire Carnage does a sweep kick, knocking two of the men off their feet. Carnage uses the momentum of the attack to the bring himself swinging into a handstand, as he does so the first foot connects with the third SWAT man's gun, knocking it out of his hand and Carnage's second foot kicks him hard in the face.
The man is just leaving the ground when Carnage finishes the motion into a handstand and flips onto his feet. Carnage turns around very fast and grabs the man by the side of the head.
Head meets pavement with incredible speed and force.
Carnage turns around to look at Venom but
VENOM IS GONE.
CARNAGE
(quietly)
Run, run, as fast you can, but I will find you, little Gingerbread-Man
Behind a van Detectives Mackey and Holmes rise slowly to their feet, after leaping out of the path of the exploding helicopter.
All around them cops and SWAT are doing the same.
Quickly guns are made ready and aimed at
NOTHING.
Both Venom and Carnage are gone.
DETECTIVE HOLMES
Shit. Where the hell did they go?
INT. BrOCK'S APARTMENT COMPLEX, stairwell
Brock stumbles up the stairs, falling to his knees on a few occasions. He is badly bruised and bleeding from numerous lacerations and small cuts.
Just as he reaches the top a pair of Women's legs appears in front of him.
He slowly lifts his head up.
Int. ShEILA'S APARTMENT
Sheila supports Brock's weight as she helps him in to her apartment. 
She lies him down on the sofa which she has put right since the battle.
She ruses off screen, a sound of a FAUCET running and she comes running back in with a wet rag.
She starts to dab Brock's face clean, pressing it gently against his forehead.
SHEILA
Eddie? Eddie can you hear me?
Brock nods
BROCK
Not so loud. My head's killing me.
SHEILA
What the hell happened? What are you?
BROCK
Nobody. Eddie Brock, your neighbor.
SHEILA
No I meant...
BROCK
...I know what you meant. We don't want to talk about it.
SHEILA
There you go with the whole we thing. You know at first I thought it was just the way you talked. But, now. I don't know, it seems to be something more to it.
Brock slowly moves himself to a sitting position.
BROCK
Okay you want the truth?
Sheila nods
SHEILA
Sure.
BROCK
Well it all started with a certain wall crawler.
SHEILA
You mean Spider-Man?
BROCK
Yeah. Now as I was saying. Do you remember when Spider-Man had period where he wore black?
Sheila nods YES
As Brock talks we see images that relate to what Brock is saying
BROCK (CONT'D)
(V.O.)
Well what was not made known to the public was that it was not simply a change of color. His new suit was actually alive, a living alien suit that was trying to slowly take over. Needless to say that when he found out he was quite quick to have it removed. So in the dead of night at the top of a bell tower he tore it off his body, the sound of the bells keeping the suit from clinging back on to him as he did so. What he was not aware of was that I had been following him. I entered the Bell tower just as he left where I was discovered by the black ooze that had formed Spider-Man's suit. At first I used my new suit to hunt down Spider-Man, you see I blamed him for all the bad things in my life. But the more I hunted and stalked him the more I begun to see the good he did for the city. I realized that as much as I hated him, and still do, that he served a better purpose alive then dead. So I left. I moved away from New York, to somewhere I could start over. So I came here. 
Sheila is sat on the floor, her mouth open in a look of shock and awe at the story she just heard.
SHEILA
Christ.
(a Pause)
So this other guy. The red one. Is he like you? Are their two suits?
BROCK
Two symbiotes? Well I didn't think there was. I always assumed my suit was the only one. I'm not sure how or where he found his but one thing is for certain.
SHEILA
What?
BROCK
I have to stop him.
SHEILA
Why you? Can't you let the police or army handle him?
BROCK
He would slaughter them before they got close. As much as it hurts to admit it, especially to my friend.
Sheila looks confused at this remark but a slow look of REALIZATION appears on her face when she realizes that he is referring to the Symbiote.
BROCK (CONT'D)
This new guy is strong, stronger than us. He is bullet proof, super fast and able to throw cars and truck around as if they were weightless.
(pause)
No. The police won't be able to stop him. 
ExT. skyscraper roof top - night
Carnage stands on the very tip of the sky scraper looking down at the city below.
A FLASH of lightning 
Carnage is gone.
Ext. wAREHOUSE - night
Kasady walks toward the front of the warehouse. He lifts one of the shutter doors part of the way open, bends over and slips inside.
Int. WAREHOUSE
It's dark, too dark to see anything.
A light flickers on and off, gradually getting brighter until
The building is illuminated.
Kasady walks over to a small area in the far corner that is fenced off.
FENCED OFF AREA

In the fenced off area is a small table and a locker. Kasady opens up the locker and removes a small case.
He puts the case on the table, opens it, and removes the contents, which consists of various knives and a few guns.
He smiles as he dumps the contents of the case in the bin.
Int. SHEILA'S APARTMENT - night
Brock and Sheila are sat on the sofa. Sheila is holding a cup of coffee, her hands trembling slightly.
SHEILA
So what does he want?
BROCK
We don't know. We can sense him but his mind is so
(thinks)
Wrong, that we are having a hard time understanding his grand plan.
Brock stands and walks over to the window. He peers out into the darkness.
BROCK (CONT'D)
That is of course if he even has one.  
ShEILA
What do you know about him?
BROCK
We already told you. Not much. His mind is too twisted for us to read.
SHEILA
But you must be able to pick up something. Try.
Brock closes his eyes. Concentrating
BROCK
He needs, no, lives for violence. He seeks attention. He needs to feel total control over life and death. He will probably strike somewhere,
(pause)
I don't know.
SHEILA
Come on Eddie. Think. If you were him where would you go.
BROCK
Somewhere big. Somewhere important. Lots of people, the more famous the better.
SHEILA
Wait.
Sheila stands up. She begins to rummage through the rubble that is littering her apartment floor.
She picks up a small piece of wall.
SHEILA (CONT'D)
Ha.
She bends over and picks up a crumpled newspaper.
She hands it to Brock.
SHEILA (CONT'D)
Hot off the presses today. Is this the kind of thing you meant?
SHEILA (CONT'D)
It says all the top people will be there. Mayor, Chief of Police. If they're rich, they're there.
CLOSE UP OF NEWSPAPER
The heading reads.
CHARITY BALL AT HAMMER TOWERS
We zoom away from the newspaper and find that we are now in
INT. HAMMER TOWERS, lobby
A lone security guard is reading the newspaper. He is sat in front of a large circular desk. On the desk their are  monitors showing the different entrances, exits and floors of the building.
The security guard turns the page. A new smaller heading that reads simply
CARNAGE IN THE CITY
CARNAGE
(O.S.)
Carnage! I like the sound of that.
The security guard spins around in his chair.
Carnage is before him.
The security guard opens his mouth to scream but Carnage quickly clamps a claw / hand over his mouth.
CARNAGE (CONT'D)
Shhh. Hush now and sleep.
Carnage's other hand forms a small blade which he uses to cut the guards throat.
HALLWAY, OUTSIDE PENTHOUSE BALLROOM
Two armed security guards stand in front of a huge ornate double door. This is the only door on the floor except for the doors to the elevator.
The elevator dings.
Slowly the elevator doors open.
The guards stand and watch, their hands moving instinctively to their weapons.
Cletus Kasady steps out. He is wearing a tuxedo.
He moves toward the doors but one of the guards stops him.
Guard
Invitation.
KASADY
Excuse me.
GUARD
Your invitation please.
Kasady shrugs his shoulders.
KASADY
Okay.
Kasady grabs the guards arm then twists and bends, forcing the elbow in the wrong direction.
The guard is in too much shock to make any sound, but the other is not.
GUARD two
What the hell?
Kasady, still holding onto the first guards arm, delivers a massive kick in to the mid section of the second guard, sending him hard into the wall.
Then he places his free hand on the head / neck area of the guard he has a hold of. He pulls the arm and pushes the head.
The result is the neck of the guard snaps and the arm is ripped off at the shoulder.
INT. Penthouse ballroom
We are in a large room decorated with lots of priceless paintings and sculptors. The room is filled with chairs with a make shift auction stage at the front.
The chairs are filled with men and women in their best tuxedos and dresses.
On the stage is the auctioneer.
Auctioneer
So what am I bid for this lovely painting?
(pause)
Do I hear fifty thousand.
VOICE IN CROWD
FIFTY
SECOND VOICE
ONE HUNDRED
THIRD VOICE
ONE FIFTY
CARNAGE
(O.S.)
Prices like that and they call me a monster.
Everyone turns around to see who spoke.
They all gasp and scream in terror and shock.
Carnage is standing in the doorway. Held in the air by a red tentacle / pseudopod is the limp body of the second guard.
Carnage moves forward, casually throwing aside the body which crashes into a large glass statue.
CARNAGE (CONT'D)
So what am I bid on this fine example of mayhem?
He smiles.
CUT TO
Venom comes crashing through the window.
Carnage, who is holding on to a young woman in a black dress, turns to look at him.
CARNAGE (CONT'D)
Just couldn't stay away could you? Tell me the truth. You love slaughtering people as much as I do! Go on, admit it.
VENOM
Let the woman go.
CARNAGE
Fine. 
He drops the woman on the floor. She rises to her knees and quickly scurries away. Carnage watches her in disgust before turning his attention back to Venom.
CARNAGE (CONT'D)
I don't get you. Why are you protecting them? Why do you deny what you are.
VENOM
I protect them because it is the right thing to do. I protect them because they are innocent.
CARNAGE
Oh puh-lease. These people are about as innocent as I am. We all know what rich people are like.
VENOM
So you think you can be their judge and executioner? 
CARNAGE
Well perhaps not a judge. But you have to admit I have executions down to an art.
VENOM
You know I will stop you, right?
CARNAGE
Why? Why follow their rules. They're just pitiful, They're human.
VENOM
So are we.
CARNAGE
No. We were! But not anymore. Come on. You feel the power inside you, just the same as me. The moment you joined with the suit you became more than human. We became GODS!
VENOM
No. We became monsters. But I refuse to let that be my fate.
CARNAGE
(spits)
Foolish human sentiment. I suppose the bitch put you up to it.
CUT TO:
INT. sheILA'S APARTMENT
Sheila is sat on the Sofa. 
Venom is crouched on her window.
SHEILA
Be careful Eddie.
Venom's Mask retracts back into his shoulders
BROCK
Don't worry. 
(pause)
Bye.
The Mask reforms and he jumps out of the window. 
Sheila runs over to the window and looks out.
SHEILA
(quietly)
Bye Eddie.
CUT TO:
INT. peNTHOUSE BALLROOM
Carnage begins to slowly walk around Venom. Venom merely turns his head to watch him.
CARNAGE
Stop me? Stop me? Really?
(laughs)
Come on man, we've been through this before. How can you stop me when every time we meet I kick the crap out of you?
VENOM
True, I admit you are stronger. But there is one thing you forget.
CARNAGE
What?
A long black tentacle flies out of Venom. It grabs Carnage by the head and slams him hard to the ground.
VENOM
I've been wearing the symbiote longer than you.
Still on the floor Carnage raises his hand and fires several small projectiles from his finger tips.
Venom moves swiftly to one side, the projectiles imbedding themselves in the wall behind him next to large WINDOW. 
Through the window we can see another Skyscraper. A large SIGN reads
"STARK INDUSTRIES"
As Carnage begins to rise to his feet the guests begin to run toward the doors.
He turns to look at them, throws a quick glance at Venom, then moves the frightened guests.
A woman in a red dress pulls open the doors but it is quickly slammed shut by a long red tentacle.
She pulls as hard as she can, others begin to help, but it is no use. The door is held tight
Red dress woman
(crying)
Please.
VENOM
Let them go. 
(shouting)
NOW !
CARNAGE
No.
A black tentacle wraps itself around the red tentacle that holds the doors shut and pulls it away. 
The people take the opportunity to open the door and run out.
Carnage looks angrily at Venom.
CARNAGE (CONT'D)
Why do you insist on ruining my fun?
VENOM
Killing innocent people is not fun? But tearing you to pieces will be the highlight of my day.
Carnage leaps at Venom, pushing him hard into the wall. 
Venom grabs Carnage by the neck and then swings him around into the wall.
Carnage knocks Venom's hand away from his throat then backhands him across the room, shattering a table and knocking some of the chairs flying.
Carnage is quickly on top of Venom. He picks him up and throws him into the air. Venom slams into the ceiling before falling hard to the ground face first.
Carnage grabs Venom's arm and throws him across the room. More chairs are knocked aside as Venom crashes onto the make shift stage.
CARNAGE
So old man, when do you plan on tearing me to pieces?
VENOM
Pretty much now.
Venom rises to his feet, grabbing a broken piece of wood as he rises.
He throws it hard, his superhuman strength enabling it to stick deep into Carnage's shoulder.
Carnage staggers back. He looks down at the piece of wood
CARNAGE
(laughing to hide the pain)
Ow. Man that hurts.
He grabs the wood and pulls it out. Blood drips off the edge.
CLOSE UP OF WOUND.
The hole in Carnages shoulder vanishes before our eyes and the suit repairs itself.
NORMAL VIEW
Carnage admires the piece of wood for a few seconds before tossing it aside.
CARNAGE (CONT'D)
Nice shot.
Carnage rushes at Venom. Venom grabs him, twisting his own body around and letting Carnage's own momentum help to slam himself hard into the wall by the window overlooking Stark Industries.
Carnage is just getting to his feet when it is his turn to be hit by a charging Venom.
Both of them smash through the wall
Ext. HaMMER TOWERS, penthouse - night
We now see how high they are. The ground is at least one hundred and fifty floors down.
The force that they exited Hammer Towers propels them across the street. 
They smash through the windows of Stark Industries several floors lower than the Hammer Towers Penthouse.
Int. Stark towers, offices
The room is filled with people at desks, answering phones and typing on computers.
Suddenly the large windows that fill the entire wall shatter inwards as Carnage and Venom come flying through.
The people rise to their feet, screaming and running for the exit.
Venom and Carnage are locked together in a mutual grip. 
Venom manages to get a foot free and kicks Carnage hard.
Carnage slides rapidly across the room, through a glass door and into a hallway.
He rises slowly to his feet just as Venom slams once more into him. Carnage is knocked back against a wall, leaving a large impression in it as he falls forward.
Venom picks Carnage up and slams him against the wall. 
Carnage grabs Venom's arm and pulls him forward. Smashing him in the face with a massive headbutt. 
Venom drops his hold of Carnage and falls to his knees.
Carnage slams Venom face first into the wall. Then throws him by his head down the hallway, crashing into the doors of an elevator.
Int. Elevator shaft
The elevator doors burst inwards as Venom and Carnage burst through them.
They fall, we count the floors / doors as they go past.
One floor, two floors, three floors
Thirteen floors later they crash on to and through the roof of the elevator car.
Int. Elevator car
As Venom and Carnage crash through the elevator the doors open to show a shocked looking woman who promptly drops a large pile of paper work she was carrying.
Int. Stark TOWERS, OFFICES two
Venom lifts Carnage in the air and runs with him, smashing through several plasterboard walls that make up the sperate office rooms.
Red tentacles whip out and anchor themselves to the floor and ceiling, stopping Venom from pushing Carnage any further.
In one quick motion Carnage grabs Venoms arms and judo throws him on to the floor.
Carnage does a small somersault, both feet landing hard on venom's chest, knocking the wind out of the big guy.
A black tentacle whips up, wraps around Carnages neck and throws him hard across the room, shattering a desk when he lands on top of it.
Taking a deep breath of air Venom rises to his feet.
He runs over to Carnage.
Carnage begins to get to his feet. He is on his knees when
Venom grabs his arm and head. 
Ext. StARK TOWERS
Carnage crashes through the window head first.
He falls a few feet when a red tentacle whips out and grabs hold of the building.
Carnage swings, crashing back in to the building a few floors down.
Int. STARK TOWERS, OFFICES TWO
Venom swan dives out of the window.
Ext. sTARK TOWERS
Venom falls several floors, twisting his body to an upright position as he goes.
He grabs hold of the hole made by Carnage as the red symbiote he swung through a few moments earlier.
Int. STARK TOWERS, weapons lab
We are in a large white room. The walls are covered with weapons of all shapes and sizes. Some are familiar looking machine guns, pistols and rifles. Others appear to be plasma and laser guns straight out of science fiction.
Venom hoists himself into the building where he is instantly greeted with a 
ROUNDHOUSE KICK by Carnage.
Venom goes flying out of the window, shooting straight across the sky.
Several black tentacles whip out and grab the sides of the whole. Then, like a horizontal bungee rope, they pull Venom forward.
Venom lands in the middle of the room on his knees.
Still in a crouching position he turns his head to watch Carnage who has begun to circle him.
CARNAGE
Nice trick. I'll have to remember that one.
VENOM
Keep watching. I have a lot of tricks to show you.
Carnage rushes at Venom.
Still crouching Venom spins out of the way before sweep kicking Carnages feet out from under him.
Venom brings his heel down hard on Carnages chest. 
Carnage howls.
Both of them leap to their feet. Both ready for the kill.
Venom sends out a tentacle which grabs hold of a large gun. It places the weapon in Venom's hand who then wields it like a club.
Venom hits Carnage across the face with the weapon. He hits him again, then again. Each hit knocking the red monster progressively closer to the hole in the wall.
Venom swings the heavy weapon once more.
Carnage grabs hold of it before it hits him. He smiles and pulls.
Ext. StARK TOWERS
The weapon falls many floors, shattering on the street below
Int. StaRK TOWERS, WEAPONS LAB
Carnage grabs hold of Venom's arms, twists and lifts so that Venom's arms are straight in front of him and his palms facing upwards.
Carnage lets go of Venom's arms just as Carnage does a massive back-flip kick that sends Venom soaring across the room and through another wall.
Int. StARK TOWERS, high foyer view
Venom lands on a steel walkway overlooking the building foyer which is still at least one hundred storeys down.
Carnage walks up to him and kicks him in the face.
Venom smashes through the glass barrier and soars over to the other side of the building. He lands on another walkway on the other side, knocking over an ornamental plant, sending plant, pot and soil over the side.
Venom gets to his feet.
Carnage roars.
Both LEAP.
Venom and Carnage crash into each other in mid air.
Instantly they FALL.
Int. StarK TOWERS, foyer
The receptionists, security guards, workers and guests all in the foyer are going about their daily business.
Suddenly a roar can be heard high above them.
Everyone looks up. Two shapes, one black, one red, slam hard into each other in mid air high up in the air.
The two shapes start falling rapidly toward the foyer.
Venom and Carnage SMASH with tremendous force into the floor, the massive shockwave knock people to their feet, windows and glass doors shatter sending shards of glass flying everywhere.
Venom and Carnage crash through the floor. Smashing through several feet of concrete to land in a
Int. stARK TOWERS, bio-weapons lab
A large laboratory clean room.
They land on a counter filled with vials, test tubes and scientific equipment. 
The lights flicker on and off, finally the lights go out.
Computer voice
(filtered)
Emergency lights initializing in 5...4...3..2...1
Some more lights turn on.
Carnage and Venom are lying side by side, both sucking in deep lungs full of air, but neither moving a muscle.
All around them scientists begin to scatter as the two monsters begin to stir.
Venom halfheartedly aims a blow at Carnage's head. 
Carnage blocks, showing the same amount of fatigue.
They both roll over on to their fronts and slowly get to their feet. They wobble a bit but soon find themselves upright
CARNAGE
(shakes head)
Whoa. Damn, what a rush!
Carnage kicks down on a piece of broken counter, flipping it in the air.
In one motion he grabs it and swings it at Venom.
Venom gets the full force of the hit in the shoulder and head. The bit of counter flies to pieces as Venom gets knocked sideways into another counter, knocking more scientific equipment flying.
Venom rolls out of the way just as Carnage slams down hard the bit of broken counter he was still holding on to.
Venom kicks Carnage in the back of the leg, forcing him to his knees. As he falls Carnage's face smashes into the counter.
Venom grabs Carnage by the head, pulls it right back and SLAMS it forward in to the counter. He does this three more times.
On the fourth time Carnage puts his hand out to brace himself.
Carnage pushes back hard. Both of them stumble backwards and fall on their backs.
Venom is the first to get to his feet. He kneels over Carnage and stars pounding him hard in the face with his fists.
With each blow that is landed we can see a small crack appearing in the floor directly below Carnage which gets bigger with each blow.
Venom aims one more blow. Carnage grabs Venom's fist as it comes towards his face.
Still lying on his back, Carnage throws Venom over his head. 
Venom lands several feet away from Carnage.
Venom rises to his feet and turns just as
A LARGER piece of counter flies at him like a frisbee. 
It catches him in the stomach.
Venom and Counter piece fly through the laboratory, smashing through a thick concrete wall into 
Int. Plasma acceleration lab
Unlike the clinical clean room this room looks more industrial. There are crates and barrel dotted around a steel grated floor.
In the center of the room is something that resembles a giant JET ENGINE. In front of the exhaust are three lenses spaced evenly apart which get smaller the further away from the 'engine' they are.
Suddenly the inside of the engine begins to glow.
Venom flies between two of the lenses narrowly missing as
A bolt of plasma shoots out of the engine, the lenses focusing it into a high intensity beam.
The beam dies out. A whirring sound signifies the whole process is starting again.
Venom gets to his feet just as red tentacles come shooting out towards him. 
He sends out his own tentacles.
The two tentacles meet and entangle in each other, directly in front of the smallest lens.
A tug of war starts between the two beings.
Both put all their strength in to the battle but neither move very much.
Suddenly the engine fires again.
The entwined tentacles that are in front of the beam are cut from their respective hosts and fall to the floor in a bubbling oozing mess.
As the beam dies away Carnage leaps over to Venom.
He lands on the wall just behind Venom, sticking their like an insect.
A brief second later he flips off the wall, kicking Venom in the face. 
Venom flies into the side of the Engine.
Carnage is quickly on top of him, raining blows down on Venoms head.
The Engine begins to make a strange sound.
Venom uses a tentacle to pull up a piece of the metal floor and smacks Carnage across the head with it.
Carnage is knocked back a few steps but he quickly rights himself.
Carnage grabs Venom by the throat and slowly lifts him into the air.
Carnage throws Venom in front of the Engine but Venom uses a tentacle to wrap around Carnage and drags him in front of it too.
Carnage kicks Venom in the chest. 
Venom smashes through the lenses.
Carnage goes after him. Grabbing Venom by the side of the head and pulling it down to meet his knee.
Venom manages to block the knee and pushes himself away from Carnage
The Engine begins to light up.
Carnage aims a blow at Venom's head. His hand morphing quickly in to an axe.
Venom catches Carnage's arm.
Venom punches Carnage hard in the chest.
Carnage flies backwards staright in to the 
ENGINE
The Engine fires.
Carnage howls in agony as his abdomen begins to glow brightly.
The Engine begins to shake and moan. Steam begins to vent out of the top.
Venom dives out the way just as a beam erupts out of Carnage's abdomen.
But it is too late. The blockage caused by Carnage has caused a massive feedback surge.
The engine begins to make more and more noise, soon it is deafinging. The shaking also threatens to tear itself apart.
EXT. sTARK TOWERS - night
A load of people run out of the building.
DETECTIVE MACKEY
Is that everyone?
DETECTIVE HOLMES
All personnell evacuated sir.
DETECTIVE MACKEY
Okay we go in in teams of six.
A large group of heavily armed SWAT members line up behind the two detectives.
DETECTIVE MACKEY
(to SWAT)
Okay men you know what to do. 
(pause)
Now lets get...
What appears to be a small earthquake causes the street to move. Car alarms start to go off and a few windows break.
Suddenly the foyer and next ten floors are engulfed in flames in a GIANT EXPLOSION.
DETECTIVE HOLMES
(shouting)
Everybody down!
Everyone hits the ground as a huge ball of fire rushes out toward them
DETECTIVE MACKEY
Holy shit.
He looks up. The first six floors are devastated but teh building is pretty much intact.
Int. plASMA ACCELERATION LAB
The room is in ruins.
There are no signs of Venom or Carnage
All is silent
InT. sTARK TOWERS, FOYER - dawn
Detectives Mackey and Holmes stand in the middle of the devastated Foyer.
They are talking to a man in his mid thirties, short dark hair, moustache and business suit.
DETECTIVE MACKEY
Please sir if you would just let us do our jobs.
The moustached man raises his hand for silence.
DETECTIVE MACKEY (CONT'D)
Mr. Stark. Please!
Tony Stark
I appreciate you have a job to do but some of the stuff here is top secret. 
(pause)
You understand?
DETECTIVE MACKEY
Not really. But do I have a choice?
TONY STARK
Glad you see it my way.
Tony Stark walks away leaving the two detectives alone.
DETECTIVE HOLMES 
Now what?
DETECTIVE MACKEY
We come back later.
DETECTIVE HOLMES
Is that legal.
DETECTIVE MACKEY
Don't worry. We'll send someone else. That guy who just transferred here.
Cut to:
INT. stARK TOWERS, BIO-WEAPONS LAB - night
The area is pitch black. 
A small flashlight lights up the area. 
We can now see that it is a man holding it. He is young, tall and brown haired.
Voice in the dark
(O.S.)
Hey are you all right down there?
(pause)
Mulligan are you alright?
Mulligan takes a few steps forward, walking carefully in what little light he has.
Patrick (paddy) Mulliagan
(shouting)
I'm fine.
(pause)
Are you sure we should be down here?
VOICE IN THE DARK
Mackey said it was cleared.
Patrick (paddy) Mulliagan
(sarcastic)
Well that's okay then.
Cut to:
INT. sheilA'S APARTMENT - night
Sheila is sat on the sofa hugging a pillow as she watches the news.
On the news we can see a female News Reader.
NEWSREADER
Nobody knows what all these witnesses truly saw at Stark Industries but one thing is for certain, with an explosion that big there could not have been any survivors.
Just then the phone rings.
Sheila does not move. The answering machine takes the call.
BROCK
(through phone)
Sheila? Sheila are you there? Sheila I'm sorry but I have to go. As long as I'm around the city isn't safe. You are not safe.
(Pause)
Until I figure things out, until I learn what I am I am just to dangerous to be around. So I'm leaving.
(pause)
Bye Sheila.
(quietly)
I love you.
Sheila buries her head in her pillow and begisn to cry.
Cut to:
INT. plASMA ACCELERATION LAB - timeless
Mulligan steps carefully into the room, debris litters the floor, bits of boxes, exploded barrels andlarge pieces of the Engine itself make it hard to navigate.
As he walks forward we hear a small squelching sound.
He looks down to find he has stood in a puddle of REDDISH-GREEN ooze.
PATRICK
(to himself)
Shit.
VOICE IN THE DARK
You okay? Did you say something?
PATRICK
I'm fine.
A few seconds of silence.
VOICE IN THE DARK
(Urgently)
Anything?
PATRICK
No. 
Closer on the red/green ooze. It begins to crawl unseen and unfelt up his leg.
VOICE IN THE DARK
(shouting)
Mulligan get out of there!
PATRICK
What? Why?
VOICE IN THE DARK
(shouting)
That's a biological weapons lab. I just looked at it's manifesto
(pause)
There are toxic materials down there.
FADE TO BLACK:
INT. BLACKNESS
We see nothing but black
VOICE IN THE DARK
(screaming, anxious)
Paddy did you hear me? Paddy? Paddy? Get out of there. There are TOXINS down there.

FINAL FADE TO BLACK:

THE END?