It started with a flash in the sky that drove the Marvel heroes to turn into soulless creatures with an extreme hunger for human flesh. This is no longer a world of Marvel heroes. This is a world of Marvel Zombies. Many have tried to fight off the infection especially unfamiliar heroes. Most have failed, however, there are some who search for the answer. Ben Reilly, formerly known as Scarlet Spider and possibly the only "Peter Parker", searches for a cure in his creator's former abandoned lab. Ben flips the lab table as he screams in anger, "No, no, no, no, no, no. What's the point of being a clone of Parker, if I'm not as smart as he was." Ben drops to the floor in disappointment. " I let you down Pete."Ben could remember that awful day which it started. The growth of the infection.

Earth 2149: The Day of the Infection

In the city of Manhattan, Scarlet Spider joins the resistance on the Helicarrier against the zombie infection. The resistance is sent back onto the ground to fight off the zombies. Including the former villains of Spiderman. " All of you are monsters just monsters! What have you done with Spiderman?" Ben asks as he avoids of getting bit.

"Aww look. He's worried about the webslinger," the Chameleon mocks.

"Wherever he is, I hope someone ate him whole, slow and painfully," says Kraven.

"Not me, I want some pay back," Shocker adds.

" Aw hell I don't mind having a clone, it's fine by me," says Scorpion.

Ben couldn't see a way to fight them all off, especially with more of them coming, so he makes his escape. He webs each of those who tried to sink their teeth in him in their faces, his spider senses then goes off rapidly. He then turns and sees the Hobgoblin about to impale Ben with his glider. Ben quickly webs the glider and throws it at the pile of blinded zombies, burning most of them to a crisp. Ben finally made his escape through the alleys of the city.

"Damn it. I hope the whole group didn't leave without me. I'll regroup, but I better stay off the streets and the sky," says Ben nervously.

Ben ran down alley to alley, where he passed Daily Bugle and heard a cry for help. Ben couldn't live with himself if he ignored another scream. He climbed the building's wall and went to the top floor into the office of James Jonah Jameson. The lights were off, the building was dark, but the light of the burning sun shined in the building seeing the horrific event. There was Spider-man, eating his boss's intestines and slurping on his blood. "P..P...Peter…." Ben says shockingly.

Spider-man turned his head and smiles with his decaying teeth with pieces of skin between them and said, "Ah, Ben, I am glad to see you're still alive. You look rather good, brother. I always wondered how I tasted."

"Pe...Pe...Peter, please," said Ben generously,"You and I can find a cure for this."

"You don't get it. I kind of don't," said Peter,"You see, I did so much damage that there is no room for redemption. For god's sake, I ate my wife and aunt. Although I do not regret eating some people on the most part. Such as my boss, you see here. I never knew such ignorance can taste so good. God I wished I had my camera. I'll put this in the papers and it would say, 'Chief Editor Cries Like a Woman.' Of course no one would read it considering our population in this city when down to 0 humans, haha."

"Your a monster just like the rest of them!"

"Aw don't be like that. You know, when Jonah heard there was more than one 'Spider-Man' he flipped. So you should understand." Peter continuously ate his boss until the blood dried from his mouth. "Anyways, so how bout it? You care to be next, or do you want to try to save yourself and 'me'?"

"If you're suggesting to give up, that isn't an option for me."

"Well then, this should be a hell of a fight." Spider-Man then leaped at Scarlet Spider, and both flew out the broken window and landed harshly on the ground in the alley. Spider-Man was on top of Scarlet Spider and trying to bite his face off, but Ben was trying to push him off. "How is it I'm alot stronger then you are? I mean I'm dead. Shouldn't my bones and muscle be decaying?"

"Or those teeth," teased Ben, "Your breath sure does smell like you are decaying."

"Nah, those are just the after taste of all the people I've been eating. I mean does this city smell to you? I can't tell. Scarlet Spider punches Spider-Man in the jaw. Then he kicks and webs him to the wall.

"New York, always smelled like this anyways," Ben teased. "Any who, that should keep you there for a while. I made sure I made the web a lot stronger before I got off the Helicarrier."

"Aww. What? Little Nicky made his own little resistance? If you ask me it's a waste. This plague is unbeatable. Anyways why don't you scurry along little spider. And I'll be there to see your guy's big 'victory'."

With out hesitation, Ben actually left. He climbed on to one of the buildings and try to get a look on the big fight. He saw many of his fellow heroes fall into the plague and little of them retreating to the Helicarrier. He then thought of Pete's words "This plague is unbeatable."

Earth 2149: Present Day

Ben got up and decided that he ran out of options. "Maybe, joining the plague is the only thing to do."

"Oh, it's too late for that, little spider," said a hellish voice in the shadows.

"Peter?!"

"No, but you can call us CARNAGE."

"Kasady!?"

"He-he, indeed."

"Are- are you infected."

"Well, yes, absolutely. And I can't have you join us. I've been dying for a meal."

"What you can't be, according to Pete's notes, your symbiote can't survive without a living host."

"Maybe for that fool Brock, but you forget. My symbiote can survive longer and is more stronger than it's parent. And we both agreed before our deaths, we must take revenge on the Web Head. However, since he can't feel pain, you'll just have to do."

"I hope you didn't bring back up, because spider delight is not on the menu." Carnage leaps towards Scarlet Spider. Instantly, Scarlet Spider's spider sense went off rapidly, and tries to web Carnage. Carnage slices through the webbing, cuts Ben on the chest and kicks him across the room. Ben flew across the room and falls onto the ground.

"You're going to have to do better than that. I'm not even trying," laughed Carnage. Kasady then picks up Ben and was ready to sink his teeth in him. "No. We must let him suffer." He then throws Ben across the room again. Getting up from his feet, Ben tries to fight back. Carnage dodges his attack and keeps cutting him all over his body. "Oh come on, I'm not even trying!" Kasady then wraps his symbiote on Ben and reveals his disturbing, dead face. "He-he, I'm having way to much fun with this, but now it's time to dine." Ben tries to escape the symbiote.

Then, a bone claw goes through Kasady's face, killing him. The symbiote realizes his partner's instant death and tries to find a new host, a more alive one. Kasady's dead body falls to the ground. Ben is released by the symbiote. Realizing that he is not combined with the symbiote, he looks up to see the new host. An old enemy. "Kaine?"

There stood Kaine, another clone of Peter Parker, combined with the symbiote and retracting his bloody claws. "Hello, brother."