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Carnage takes Shriek and the Spider-Doppelganger to a warehouse where props for rock shows are stored. Shriek is impressed and agrees that this will make a great home for their "family". That's when she suddenly detects the smell of sulfur, unaware that the Demogoblin is flying around nearby. While at the home of Peter Parker and his wife Mary Jane, have an unexpected visit from Eddie Brock, aka Venom. Brock has been seriously injured and passed out on the floor. Mary Jane is upset that Peter wants to help Brock, especially since he promised her that he would give up being Spider-Man for a while. Unwilling to watch her husband get hurt in their own home, Mary Jane storms out. Helping Eddie Brock onto the couch, Peter is told that Carnage is back. Parker can hardly believe this as he thought they destroyed Cletus Kasady's symbiote during their last battle.[Continuity 4] Still, Brock insists that Kasady has found a new way to become Carnage again and that they need to work together to stop him. However, Eddie passes out from his injuries, prompting Peter to go out looking for Carnage on his own as Spider-Man. As he swings around the city, Spider-Man wonders where to turn next, especially since Mary Jane walked out on him. With no other choices, Spider-Man pays a visit to Felicia Hardy, the Black Cat. He tells her about what is going on, and he tells her that they have to stop Carnage. While in Forest Hills, Aunt May is serving a meal for her guests, Richard and Mary Parker. That's when they are joined by Mary Jane who has decided to drop in for a visit. With the recent death of Harry Osborn, the Parkers ask Mary Jane how Liz Osborn and her husband Peter are taking to Harry's death. Meanwhile, Carnage and his allies are interrupted by the arrival of Demogoblin, who believes that his former partner the Spider-Doppelganger has brought him a pair of sinners to eliminate. Hearing how the demon's mission is to kill people, Carnage is impressed and asks Demogoblin to join their cause. Back at Felicia Hardy's house, Peter tries to convince her that they do not need Venom's help to stop Carnage, as he will not reduce himself to stooping to Brock's methods. Changing into her Black Cat costume, Felicia disagrees, telling Peter that if he's not willing to help, he's part of the problem and leaves out the window. At that same time, Carnage manages to convince Demogoblin to join his cause. The demon accepts, figuring this will expedite his mission. When Shriek asks Carnage if they can trust the Demogoblin, Carnage admits they can't, but they'll kill him when he ultimately betrays them. Meanwhile, Venom has awoken to discover that his full strength has returned. It's then that he is visited by the Black Cat who offers to work with him to stop Carnage. They are also joined by Spider-Man, who agrees to work with Venom, but vows to stop anyone who tries to kill, regardless on whose side they are one. With that, the trio make an uneasy alliance and go searching for Carnage. By this time, Mary Jane tries to call Peter at home and gets the voice mail. She hopes that he will still pick up the phone, but when he doesn't she hopes he hasn't gotten himself killed. While back at their hideout, Carnage orders his minions to head out and continue their massacre. They are interrupted by Cloak, who has come to get revenge against Shriek for killing his partner Dagger. Not far away, Spider-Man, Venom and the Black Cat are searching for signs of Carnage. Their attention is turned to the warehouse when they see one of Shriek's bolts smash through the roof of the building. The trio interrupts Carnage and his allies as they are overpowering Cloak. With the addition of the three additional heroes turns the tide of the battle. Venom attempts to eliminate Carnage by shoving him into the Dark Dimension portal within Cloak. Unfortunately, Carnage uses his symbiote to anchor himself and pull free from this dark void. Carnage then orders Demogoblin and Shriek to bring the roof down on their foes, covering their escape. Spider-Man and Venom try to follow after their foes, as Carnage has been weakened. On the way out, Spider-Man hears moaning and looks back. There he is horrified to see the Black Cat's has been buried under the burning rubble. Spider-Man finds himself caught in a moral quandary: Does he stop Carnage, therefore saving his potential victims at t
