Spawns a symbiote for her

Mary Jane knows her well; she is an old friend of hers, the one woman she admires.

She looks at her bloodied body, bullet holes spurting blood in her chest, she decides to save her.

Leaning downwards, she kisses the bloodied beauty in the lips, passionately. Gwen Stacy muffles, horrified at a sight when her best friend kissed her while infested by an alien parasite.

Suddenly, She-Venom holds her arm up. A black symbiote slithers out on to her elbow, and there is a large red, bleeding gash in front of it. Gwen's eyes widens in terror as the alien slithers into the wound, entering her bloodstreams. The black slime turns into red-and-black colored upon contact to her blood, and pulses a scarlet red, before crawling through her arm. Her thin fingers quickly turn into sharpened claws, and her arm is now a patchwork of red-and-black patterns.

The Carnage symbiote keeps flowing, forming a large puddle of it. It is aggressive, violently rushing itself to the beautiful host. She-Venom releases her grip, sitting back and enjoying the show.

"Embrace it. Give in." Mary Jane says, still having her mask retracted.

Gwen knows it. The symbiote is not trying to kill her, instead, save her.

She trembles. The symbiote looms at her entire lower half, effectively changing her whole lower body into Carnage, her slim legs covered in the black-and-red biomass, claws protruding from her graceful feet.

"Oh, no..." She screams into pain and pleasure as the symbiote plunges into her small cracks quickly, forcefully. Instead of trying to **** her, Carnage is now trying to infest her whole body, traveling her bloodstreams. On the other hand, the symbiote in her arm is continuing to spread throughout her body, morphing every part of her skin into Carnage. Black and red splotches of skin grows on her flesh, and melds with the Carnage symbiote on her skin.

The symbiote is now kneading on her breasts. Her cream-colored breasts are filled with the symbiotic substances and her pink nipples are fully erect, before the Carnage symbiote swarms over her breasts, kneading them. Before Gwen even notices it, the mass of alien goo covers her head and she is now complete.

Her body heals quickly. She stands back up. Her red-and-black colored symbiotic skin gleamed like latex in the light. Her skintight suit is covering every part of Gwen's body, maybe even more compact than that of She-Venom's; it is so tight that Gwen's womanly curves are squeezed and budged outwards, even her pussy lips can be faintly shown.

Her blonde hair is integrated into the Carnage suit. Her hair strands are stretching from her scalps shoulders, similar to that of hers; though, her hair is now small, thin, writhing tendrils of symbiote.

She-Venom and She-Carnage both extract their masks.

Mary Jane and Gwen Stacy kiss. She-Venom's arms hold onto She-Carnage's face, while she hugs on She-Venom's slim waist. They kiss so passionately before they release it.