That was quite a fall.
I don't think that ringing's just in my head.
MJ. Hey. What's going on?
Peter, you gotta get to Oscorp now. I need help.
Wait. Everything's coming back to me.
Carnage. It's all over the city.
- Are you okay? - Not for long.
Those things, they're outside, trying to get in.
- And I can't move Harry. - I'll be right there.
Oh, boy.
Go unconscious for ten seconds and everything falls apart.
In case you were wondering, this isn't normal, even for New York.
Doc Ock created the Venom symbiote,
thinking he'd be able to control it.
But it bonded with my friend Flash Thompson to become a hero.
So, then he tried to create another version called Anti-Venom.
That failed too, but not before putting my friend Harry Osborn in a coma.
Now Morbius, Ock's former Hydra lab assistant,
has unleashed this new version... Carnage.
It's built a hive, it's making more of them, and it's infecting the entire city.
Yeah. I need to figure out a way to stop this.
But first, I gotta get to my best friends, Harry and MJ.
Yikes! Hey, watch where you're pointing those things.
Okay, the sidewalk's occupied. I can take a hint.
Need a hand, soldier?
Cap! You're... You!
Where are the rest of the Avengers?
There aren't any left. Whatever this stuff is, it hit us hard and fast.
Oh, right. I know that roar anywhere.
At least you still have Hulk.
Not exactly.
Carnage smash!
Hulk? I like you better in green!
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- Smash! - Whoa!
Hold on, Cap. I got you.
Forget I said anything.
Your turn to hold on.
Okay, now we're even.
Scratch that.
Why Hulk?
Couldn't Batroc have gotten all Carnage-ized?
He's coming back for round two.
Don't make Carnage angry.
You won't like Carnage angry.
Hold him. I'm going in.
Ow.
So, any other plan than just trying to hit Chulk?
Chulk?
Yeah, Carnage-Hulk.
I just took the "C" and put it in front of the...
Yeah, I get it. And no. Just keep hitting him.
The angrier Hulk gets, the more gamma energy he releases.
I get it. Hulk's gamma might burn out the Carnage symbiote.
Why does everyone think Tony's the only smart Avenger?
Only downside, the angrier Hulk gets, the stronger he gets.
- You mean Chulk. - Stop.
Anybody on the S.H.I.E.L.D. Academy frequency?
This is Spider-Man.
Anybody?
Set your comm as a repeating beacon.
You're now my favorite Avenger.
If anyone's out there, they'll lock on to this.
Come on, Chul... or Hulk.
I know you're in there. You can stop Carnage.
Use your Taser webs.
I was just gonna do that. I swear.
You got this, big guy. Rip off the Carnage.
Keep pouring it on.
Don't know how long it'll last.
They were built to stun, not toast.
I'm out of juice.
Hulk strong.
But Carnage strongest one there is.
Well, the good news is,
now we have enough Carnages to start a volleyball team.
Spider-Man, stay strong.
Isn't that what I was already doing?
Cap, no! You are not gonna take down my favorite Avenger.
Huh?
Found it.
Dagger, I'll clear you a path.
I'm in position, Iron Fist.
Carnage crush!
An enlightened soul can never truly be crushed.
Ki-yah!
Don't mess with S.H.I.E.L.D. Academy!
Hey, not bad.
Oh.
Smash.
Good work, but stay sharp, team.
Back off.
This body's already taken.
Cloak!
The symbiotes totally mess with his teleportation.
It seems Cloak has more willpower than any of us realized.
Can't contain...
Cloak!
I tried.
Get him on his feet. We need to keep moving.
Coast is clear.
Or not.
That room they're all focused on.
That's where Harry and MJ are.
Peter, where are you?
Almost there, MJ.
You're too late. They're inside.
Feed on the sleeper.
Destroy the sleeper.
Mary Jane!
Harry! No!
Oh, no. Not...
He's Anti-Venom again. Harry, you okay?
Burn the infection.
Ah! Guess that answers that question.
Compared to Anti-Venom, Carnages aren't so bad.
Anti-Venom saved me?
Whoa. Can't say I saw that coming.
It's like a disease. Cleanse all.
Anti-Venom's burning the Carnage symbiotes off.
Ah!
They're unconscious, but unhurt. Is that thing a cure?
Anti-Venom was created to destroy Venom.
And Carnage was created from a Venom sample, so I guess that makes sense.
Kinda.
Yeah, Anti-Venom's touch is pretty messed up for symbiotes.
Patient zero.
Uh, guys?
He's, um, looking at me funny.
Venom, slowly get behind me and the war hero with the unbreakable shield.
Too late.
Spider-Man, what's this all about?
These Carnages are like a light snack to Anti-Venom.
He's after the original.
Will his touch destroy Agent Venom?
That's one way to put it.
Last time, he barely scratched me, and I was out for weeks.
So, I'm going with yes.
Ki-yah!
Hah!
Dagger! She's out, but I think she's okay.
Nothing is okay.
All must be cleansed.
Stop! Don't hurt him!
My friend's in there.
Harry Osborn's been taken over by that thing.
We know, ma'am, but you need to get out of here.
- It's not safe. - You don't understand.
Find Peter Parker. He can fix this.
Harry will listen to him. I know it.
We'll find him. But for now, you need to get to safety.
The whole city's in danger.
I'm not gonna run off and hide.
Well then, we could use your help.
The Bugle is down.
The city doesn't have anyone to guide them.
If I can make it to the digital media lab at Midtown High,
I might be able to access the Bugle screens and stream through them.
But that's a big "if."
Luckily, big "ifs" are our specialty.
Cloak, can you get her there?
On it, Spidey. Then I'll get Dagger to safety.
You'll protect Harry? Promise?
I promise.
This is not gonna be easy.
But when has that ever stopped me?
Carnage, Venom, Anti-Venom.
This isn't my world.
I'll back your play, Spider-Man, whatever it is.
We need to get Anti-Venom up there.
That's the source of these things.
If he can burn it away, it could stop them all at once.
How we gonna do that? Ask politely?
No. We bait him.
Venom, think of it this way.
The city is the field, Anti-Venom is after you,
- so... - I'm the ball.
See? I know a thing or two about sports.
Sometimes.
All right, team, regroup around Agent Venom.
It's first down, and we need a home run.
Is that right?
Um, close enough.
Hike.
I totally used a football word.
Heads up. We got company, 12:00.
Yeah, we're a little busy with our 6:00.
I don't want to embarrass you, Spidey, but it's only 4:30.
Nice aim, soldier.
Dude, Cap said I have nice aim. I might pass out.
Keep it together, Flash.
Must make clean.
I think I'm allergic to your brand of soap.
Let's slow you down a bit, Anti-Venom.
Hope this thing's on. Here goes nothing.
Whoa. It's MJ.
Yeah, didn't you know?
Even my non-Academy friends are heroes.
People of New York, Mary Jane Watson reporting.
Here's the low-down on how to safely navigate the streets
away from this Carnage mess.
We're here, gang. Hold them off.
Since when can they do that?
Please, help me!
- Shriek? - Friend of yours?
Trust me, nothing about her is friendly.
And we were so close.
Come on, Shriek, we're almost there.
Any chance you might just let us pass?
So unreasonable.
Advance the line. We can't get caught up here.
Cap made a hole. Let's go.
Venom! No!
Ki-yah!
Got him, Spidey. You go while I...
They've got Iron Fist!
Look out.
No!
I will cleanse you. I will purify you.
Hands off, pal.
Flash. Flash? Wake up.
We made it to the 10 yard line.
I think that's right.
I've got you.
We've got to keep going.
Wait. Cap!
Move it, soldier. Don't look back.
That's right. Follow the Venom.
Man, I'm really getting tired of playing Spider in the middle.
Too bad you're unconscious, Flash.
I think you would kind of like this play.
Come on, slowpoke. You can do it.
Shriek, you have the worst timing.
Hey, I have a friend you should meet.
You'll thank me later.
Actually, you probably won't.
You have a terrible personality.
Not yet, Anti-Buddy.
We still need to get you inside.
Ew. This would be fascinating if it wasn't
the single grossest thing I've ever seen.
Wow, Carnage. Looks like you have a heart after all.
So, what do I do now?
This would be a horrible time to find out my plan isn't gonna work.
Purify Venom.
Purify the heart.
I think we'll take this as our cue to leave.
Don't mind us.
Harry!
Too much to cleanse.
To cure.
No!
You're supposed to destroy the Carnage, not be destroyed.
Must cure infection,
no matter what happens to host.
Hey, I need that host.
Listen to me. Harry.
You've got to get out of there. Can you hear me?
If you won't listen to Spider-Man,
then what about Peter Parker?
You're my best friend, Harry.
I know you're in there. You have to fight this.
Pete?
You... You're Spider-Man?
Long story.
I'll tell you all about it,
but we gotta get you out of here.
Leave the Anti-Venom symbiote here to do its job.
Okay, Pete. I'm with you.
The Anti-Venom's not moving.
What's going on?
It needs me. It needs a host to destroy Carnage.
No. I'll do it. You go.
Come on. Take me.
I'm your host now.
Pete, it's gotta be me.
No. No!
You'll be destroyed.
It's the only way. You know this.
If anyone understands being a hero, it's you.
I can't let this happen.
You'll lose the city if I don't do this.
They need you. The people need Spider-Man.
- Now, go. - No, stop!
Spider-Man. My best friend is Spider-Man.
How about that.
Harry!
No! Buddy, come on.
Wake up, please. Harry!
Quit with the screaming.
I just saved the day, didn't I?
Uh, yeah.
You were better than Captain America.
Because of you, the city survived this.
So, Spider-Man's my best friend.
- Yep. - Does MJ know?
Nope.
Hey, kid I've never met.
Why are you dressed like Spider-Man?
It's okay, Flash. He knows.
Wait. Flash Thompson?
Well, this is awkward.
Is everyone we know a superhero?
Not everyone. But who knows what tomorrow's gonna bring.
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