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Spider-Man and his allies have discovered that their stolen sonic gun no longer has any effect on Cletus Kasady. Carnage explains that his symbiote has mutated into something different that the one worn by his "father" Venom. In this case, Cletus Kasady's symbiote is not just bonded to his body, but his blood. Gloating over this revelation, Carnage orders his "family" to charge and begins firing spikes made out of his symbiote's mass. Spider-Man tries to shield his allies with a web-shield, but Venom, Cloak and Morbius rip through so they can fight with Carnage and his minions. As they watch from the sidelines, Firestar is disturbed by some of the allies Spide