The Spider Swarm Never Dies

"Damn it!"

Chameleon's curses were drowned out by a rustling tide as countless spiders emerged from the cracks in the ruins, their scuttling legs sounding like a vicious drizzle. He stumbled backward, dragging his shrapnel-pierced leg, the muzzle flash of his gun carving brief arcs in the darkness—each bullet could blast a spider into viscous green goo, but more shadows were crawling up his ankles.

"MacDonald? Quentin? Damn comms are out! Shit!"

Chameleon fired as much as he could, but it was useless. Countless spiders had climbed onto his body, disguised as Spider-Man. They opened their mouths, trying to bite, but found that the mimicry armor Chameleon wore was quite sturdy. Only the sound of polymers tearing under the spiders' gnawing could be heard.

But these creatures soon discovered the bullet hole torn in the armor by the armor-piercing round and scrambled to get inside. The first spider to enter opened its mandibles and began to bite fiercely, its tearing of flesh eliciting a howl from Chameleon.

"No need to rush."

The Punisher's arm blocked Spider-Man's chest like an iron gate. He stared at the figure being swarmed below, his knuckles rubbing the trigger. "Chameleon was going to die anyway. What's the difference between shooting him dead and letting the spiders bite him to death?"

"Let's be clear, I'm not controlling the spiders."

Peter shrugged off his obstruction, his webbing already stuck to the edge of the rooftop. The Punisher, watching from the rooftop, just shook his head, took out a bottle of pills from his pocket, swallowed them, and then walked down with his weapon.

Swinging into the ruins, Spider-Man immediately shot webbing at Chameleon. Then, a high-voltage current was transmitted from his web-shooters to Chameleon. As Chameleon himself let out a howl, blue and white electricity exploded, the smell of burnt protein rising with the cries. The spider swarm fell off like popcorn.

Whether it was an illusion or not, a large group of spiders that hadn't been hit by the current turned and looked at Spider-Man. Peter was a bit confused. "Uh, hey, everyone?"

The spider swarm suddenly collapsed into a writhing black pyramid, followed by a sticky sound like tearing skin. Secretions seeped from their bodies, weaving pale skin and clothes made of webbing—finally, faces emerged from this nightmarish mass, their mouths stretched to their ears. A bastard Peter knew all too well appeared before him.

"It's not 'everyone,' it's 'me'!" Carl King burst into laughter, taunting Spider-Man. "Did you ever think this day would come, Peter Parker!"

"Carl? So you thought that was me? And you killed him?"

Peter finally figured it all out: Carl King had somehow obtained this bizarre ability, found Chameleon disguised as Spider-Man, and intended to kill him. Chameleon had detonated the bomb. Did this mean Carl was also impersonating Spider-Man?

Two fake Spider-Men fighting, each thinking the other was real. If Chameleon did this to help his boss get rid of Spider-Man, then what was Carl King's motive? To... replace Spider-Man?

"I thought you couldn't get any more disgusting, Carl, but I didn't expect you to go this far. Tell me, how did you get your abilities?"

"That spider! I put that spider on your neck! I'm the one who made you Spider-Man! Now, I ate it and took back what belongs to me!"

Carl King's fingertips suddenly cracked open, a knucklebone flying off like a shell casing, replaced by a jet of webbing—not synthetic fiber, but a "rope" woven by hundreds of tiny spiders. Peter dodged this disgusting attack. But Carl King's shouting was not so easy to avoid.

"But you actually used the power I gave you against me?"

"First, you need to relearn logic. Second, I'm not Harry Potter."

The Spider-Man who leaped and dodged picked up a concrete slab and hurled it at Carl King. To his surprise, Carl King's body was exceptionally fragile, and he was immediately smashed in two—countless spiders emerged from within, reassembling themselves.

"You have no idea what I can do, Parker." Carl King, having reassembled himself, let out a laugh he hadn't felt in a long time. When was the last time he laughed like this? Right, when he put that spider on Peter Parker's neck.

"I am immortal!"

Carl King tore open his chest cavity with his hands, and spiders surged from beneath his skin, reassembling him. His skin fell away like an ill-fitting costume, revealing a churning mass of insects within, which then wove a completely new one.

"I can become anyone I eat!"

New skin condensed, and Carl King transformed into another person, someone Peter had never seen before. But even more shocking were his words.

"People you eat?"

As if prompted by the question, Carl King, now in new skin, paused for a long moment. He seemed to finally understand, then grinned.

"Yes, not only do I take on their appearance, but I also gain all their memories and everything they've learned! I can get the compensation I deserve! I'm going to eat you, Parker! I'm the one who should have been Spider-Man! I'm the one who got that spider! If I eat you, I'll be the only Spider-Man!"

"You know, you're seriously sick, Carl!"

Finally understanding that Carl King had gone mad, Spider-Man decisively chose to fight. He shot webbing from both hands, then stuck two concrete slabs together and began smashing the bastard in front of him. After all, when dealing with spiders, there was no more efficient method than crushing them underfoot.

Peter Parker? Is that Spider-Man's real name?

Chameleon, noting this, struggled to crawl on the ground. Fortunately, he wasn't dead yet. As long as he could reach a safe place, he could find Spider-Man and get that money from Kingpin.

Taking advantage of the fight between Carl King and Spider-Man, Chameleon, enduring the piercing pain, crawled bit by bit out of the combat zone. He knew he still had a chance. As long as he could crawl to that place, as long as he could crawl to that place...

A pair of combat boots appeared before him.

He looked up and saw a pair of tired but deep eyes, filled with an unquenchable rage, unshaven stubble, and a stark white skull on a black T-shirt.

That person had arrived. No, he had never left.

The Punisher raised a submachine gun and aimed at Chameleon's legs, arms, and palms, firing continuously. After eliciting a series of howls from Chameleon, he fired another shot into his heart, then emptied all the remaining bullets into his head.

"Consider yourself lucky, bastard."

Having finished, the Punisher looked towards the battlefield. Spider-Man, panting after repeatedly smashing, lifted two stones. Beneath them lay the corpses of countless spiders. He paused for a moment, but soon, a large number of moving spiders emerged from the corpses. In an instant, they devoured the bodies of their companions and then exploded, turning into countless spiders.

This time, the spiders did not form Carl King's shape. Instead, they transformed into a giant fist made of countless spiders, clenched together, and smashed towards Spider-Man. This giant fist actually flipped over the large stone, causing Spider-Man to fall to the ground nearby—though without causing any damage.

"This was originally for Mysterio, but now it's for you, Carl. Taste this!"

Webbing instantly stuck to the giant fist, and then a high-voltage current was released, electrocuting the countless spiders until they were burnt to a crisp. Then, a grenade was perfectly tossed onto the disgusting giant hand, and in an instant, a powerful explosion shattered the giant hand.

The Punisher pulled out two incendiary grenades and set fire to the spider swarm that had fallen to the ground, then looked at Spider-Man.

"I don't quite understand what this monster is, but in this state, it shouldn't survive, right?"

"Probably... if all the spiders are dead..."

Peter said while panting, but soon, both of them heard a strange sound. It wasn't from the burning spider swarm, but from the corpse of the already dead Chameleon. The body began to twitch eerily. Spider-Man was the first to realize what was happening and tried to pull the corpse over with his webbing, but the mimicry armor, which had been shot repeatedly, was very fragile. Peter couldn't pull it over, so he tore it apart.

Inside was Chameleon's skeleton, its flesh completely devoured, and a large group of spiders. They moved in unison towards the nearest sewer opening, fleeing. Even though the Punisher had quickly thrown his grenades, a small group of spiders still managed to escape into the sewer.

Spider-Man immediately lifted the manhole cover and jumped down, but as he expected, there was no sign of any spiders.

"What do you think the probability is of a spider naturally dying in the New York sewers?"

He asked The Punisher dejectedly, then climbed up.

"We need to come up with a new plan."

I had originally written a version where Carl King would be dealt with this chapter, but no matter how I looked at it, both the emotional impact and the plot felt too rushed, so I decided to let him live a couple more days.

The Spider Swarm (Thousand Spider Swarm), Carl King, first appeared in Spider-Man's Tangled Web #1 (2001). He was a high school classmate of Peter Parker's. After eating the radioactive spider that bit Parker, he became a conscious spider swarm. He devoured his parents, girlfriend, and over a dozen bystanders before challenging Spider-Man. In the end, he was accidentally electrocuted to death by high voltage, and the last spider was stepped on by a passerby. His abilities include infinite regeneration from a single spider, devouring and impersonating others, and increasing his own strength by devouring other creatures.

A pure beast.