Spider-Man swung through the city when he saw Carnage. He touched down behind him.

"Carnage," he said, "where's your posse?"

"We have no time for combat," said Carnage, "we must return to our rightful host."

"That isn't Kasady in there?"

"No, and we will not let you interfere with changing that." He threw a symbiote knife at Spider-Man, which he was able to dodge. Spider-Man retaliated with his webs, however, the symbiote crawled along the web strands all the way back to Spider-Man. The symbiote oozed all over him, an agonizing process for Reilly, and clung to him for dear life, digesting the costume. The end result was like Carnage, but with blue on the veined areas instead of red.

Peter and MJ were comfortable at home when suddenly they were attacked by Carnage. However, this Carnage looked somewhat different, instead of red under the veins, he had blue. Somehow, Peter could tell who this was.

"BEN!" he cried, "Snap out of this!" But Spider-Carnage did not stop, instead he lunged at Peter, who quickly dodged. Spider-Carnage looked around, but couldn't find Peter. However he did spy Mary Jane.

Spider-Carnage was unaware that Peter was still in the house, albeit in his closet. He donned the Spider-Man costume for the first time in weeks and pushed a button on the wall. This opened a trapdoor on the floor, revealing a large passageway, which was in the shape of a semi-circle with a bar in the middle of the ceiling. He shot a web at the bar and swung through, coming out in an alley at the other end of the street. He swung throughout the city until he came across the home of the Black Cat, the location of which he knew because Ben had been there and they share memories with each other. When he arrived, he saw Black Cat in civilian clothes.

"Felicia." said Spider-Man.

"Ben," she said, "what are you doing here?"

"I'm not Ben, I'm his... cousin, Ben's been taken over by the Carnage symbiote, and I need your help."

"Hang on." Felicia went into her closet. A few minutes later, she came out in her catsuit.

"Let's do this." said Black Cat. She shot a grappling hook as Spider-Man shot a web at the same spot and swung off with him.

Back at Peter's home, Spider-Carnage has MJ trapped in a web, a symbiote axe at her throat. Eventually Peter returned as Spider-Man.

"Peter Parker." said Spider-Carnage, "We've been expecting you."

"Yeah," said Peter, "I figured." He aimed his web shooters.

"If you shoot one web at us," Spider-Carnage gestured decapitation.

"Well, I have a backup plan." He shook a can of pebbles, signaling Black Cat to show up.

"Felicia?" said Spider-Carnage.

"That's right, Ben." said Black Cat, "It's me, I came to help."

"It... it's the suit. It's taking over."

"I know, your cousin told me."

"I... I CAN'T CONTROL IT ANYMORE!" He raised the axe. Spider-Man ran to the kitchen and picked up two pan lids. He ran back to the living room and hit them together like cymbals, causing Spider-Carnage to convulse. He banged them together again, each time causing more symbiote to ooze off Ben and causing the web around MJ to loosen up more. Eventually, Ben and MJ were both free. The symbiote inched away, but the Peter Spider-Man caught it in an empty burlap sack.

"Take this back to the you-know-who." said Peter.

"On it." said Ben before swinging away.