As soon as Carnage got out, the consequences had already taken effect. Death rates began going up, and Carnage actually managed to convince people to join in his chaotic reign. During all of this, Spider-Man was nowhere to be seen. Peter couldn't bring himself to come out and fight.

Instead, Spider-Woman, Silk, and Scarlet Spider acted as defenders of the city. Despite their best efforts, they were no match for Carnage's new forces. Each of the three Spiders was forced to retreat. Parts of New York fell into dilapidated states as mobs of people flooded the streets. Blood stained the roads, cars were burning, buildings were vandalized, and anarchy reigned.

The only safe areas were containment places. But the shimmering light in the darkness was Oscorp, surprisingly. Roderick Kingsley made it a safe haven where the people could stay. One infamous resident was Eddie Brock, whom scientists were using to see if they could find a way to combat the symbiote menace.

It wasn't into about a week into this chaos that Spider-Man would come back. It wouldn't be easy, though…

Gwen walked into Peter's room. He was looking out the window at all the chaos when she said "You need to help them, Peter."

He looked at her and sighed. "How? Spider-Man just brings trouble, Gwen."

She frowned and walked closer to him. "Because Spider-Man is the savior we need."

Peter laid into his bed and cringed at the thought of putting back on the red and blues. "I couldn't. I just couldn't. It's what got Aunt May killed, Gwen! It's what almost got you killed!"

Then banging was heard on the door, and men dressed in rags walked in. "Peter we got problems!" Gwen screamed. For once, Peter got out of bed and ran downstairs.

The men in rags looked at him and screeched. "What happened to these people?!" Peter asked as he kicked one in the face. Gwen replied "They got infected by symbiotes, Pete! At least something like that!"

Peter grimaced and said "Where there's got to be some way out of this!"

A familiar voice stepped in and said "NOT YET! THE SCIENTISTS AT OSCORP ARE WORKING ON SOMETHING!"

"VENOM?!" Peter said in confusion. Venom leapt down and threw the mutated men through the wall. "That's right. We don't like you, and you don't like us, but this is something we have to do!"

Gwen and Peter wanted to trust him, but then Gwen asked "What made you so heroic?"

Venom growled and said "Because we had someone who taught us to be this way! We need you and the rest of your Spider-Pals to distract Carnage as we find a cure!"

Peter had incidentally thrown away his traditional Spider-Man outfit…but he was quick to make a new one. He put on a muted red and navy blue jacket that had a spider-symbol. He then put on a muted red mask that resembled his old one, but without the weblines. If you're having a hard time imagining…imagine the Last Stand Outfit, yeah that one.

"Looks like Spider-Man still has a place in this world. At least for now." He thought to himself. Gwen put on her Spider-Woman outfit, and the three ventured to Oscorp.

Elsewhere in the mean streets of New York, Officer Patrick Mulligan was investigating the scene. The streets seemed clear until he heard footsteps. "Who's there?" he asked, pointing his gun around.

"Just taking advantage of the condition the streets are in." a rather sultry voiced woman said.

Patrick looked around until he saw a woman with bright white hair and a very revealing cat suit with white highlights and a domino mask being the only thing over her face. "Who the hell are you?"

"Name's Black Cat" she said as she whipped around her grappling hook. "But you can say I'm leaving."

Patrick cocked his head and asked "Wait wha—" before he could finish, she had already left. He at first thought she ran because he was cop, but it was for different reasons. The sociopathic laughing of Cletus Kasady could be heard.

Red claws grabbed Officer Mulligan from behind and shoved him into a brick wall of a nearby building. A sharp sensation ran up his back and when he looked behind him Carnage was right beside him.

"So…" Carnage began "You're a cop. Quite familiar, actually…the same cop who arrested me for that one time I murdered that Sin-Eater guy…yeah?"

Patrick nodded. "Yeah, I'm the one who arrested you that time you sick fuck."

"Such language" he said with euphoric joy "Five bucks says you can't arrest me again."

Patrick spat in Carnage's face before he said "Probably not, but I can still do that."

Carnage frowned as he said "That wasn't very NICE of you, . Luckily for you…Carnage has got the treat of a life time."

Carnage was about to stab the cop, but then something leaked off of him and onto Pat. "OH NO! THE BABY!" Carnage shrieked as he attempted to stab Patrick, but Patrick actually pushed Carnage away.

"Looks like I might be able to make an arrest" Pat boasted as a black and red ooze covered him.

Carnage stepped back as he said "The cycle repeats anew, man. My suit has given birth…now kiddo you wouldn't dare commit fratricide…would you?"

Patrick smirked and when he did the symbiote formed a large toothy grin. "I would."

"Too bad you won't get the chance, man! I'll commit filicide before you get the chance!" Carnage said as he kicked back his "son" and decided to run for it.

Pat tried to chase after, but he instead was too overwhelmed by the new symbiote and passed out on the streets. Luckily, Carnage had already left before this happened.

Back at Oscorp, Peter and Gwen sat alone until they were joined by Scarlet Spider and Silk.

"How goes the whole…returning to Spider-Man thing?" Ben asked Peter.

"It's only temporary." Peter claimed as he crossed his arms.

Gwen put an arm around Peter and said "He doesn't mean that."

"Yes I do." Peter replied.

Cindy broke into the conversation and said "Spider-Man was always someone I idolized. The city needs someone to idolize, Peter."

"Whatever. Where's S.H.I.E.L.D.?" Peter asked, as if mocking them for not seemingly being there.

"We're right here." The young Nick Fury said standing behind him. "And we got one of your old friends working with us."

In walked Flash Thompson, wearing a S.H.I.E.L.D. Agent uniform. Gwen looked at him in surprise and exclaimed "FLASH?!"

Peter looked at Flash, and then looked away. Flash put his arm on Peter's shoulder. "I know you don't like me, Peter. I was a real asshole. But I'm trying to change that. Let me help you."

Peter looked up to Flash and smiled beneath his mask. "Fine, you can help. But we need a battle plan."

Everyone in the room agreed, but Fury stepped in. "I don't know if we have time for a battle plan. I ain't in charge here."

Flash looked at his commanding officer and asked "Then who is in charge here, sir?"

Fury shook his head and said "Roderick Kingsley. He owns the building. He has Venom in 'containment.' He's the person planning."

Everyone collectively groaned, and then Kingsley's voice went over the speakers. "We attack tomorrow. Remember that. It appears we have indeed found a way to combat the symbiote menace."

Gwen snarked to herself "Oh this should be good."

Flash looked around and said "We don't have time for tomorrow! We need to go tonight!"

Peter looked at him while he asked "Are you sure?"

"No means a no, Thompson!" Fury stated rather gruffly "We can't go in gungho. There's too much to risk!"

Flash got up and said "If we can't do it now, then can't do it ever."

He then ran out of the building as Fury screamed "DAMN IT, THOMPSON!"

Peter looked at them and then at the running Flash and he too went with him. "PARKER!" Fury yelled as he pinched his nose. "They're gonna get themselves killed out there!"

"You don't think they will…do you Commander Fury?" Gwen asked, very concerned for her lover.

"Commander Fury's my father, young lady." Fury said "I'm just the second in command. And do I? Maybe no, but they'll be lucky if they escape grievous harm!"

"Pete'll be fine…" Gwen said, not sure if she was lying to Fury or herself. "He's resourceful."

Outside on the streets, Peter and Flash ran side by side, taking out the savage dwellers of the streets. Flash shot at them with a sonic blaster, and Peter gave them a harsh punch.

"You really think we can take on Carnage?" Peter asked his friend.

Flash gave a cocky grin. "Not we. Just me. Let me do this, Peter."

Peter gave a dumbstruck look, and he frowned "Flash I could—"

"You don't have a choice." Flash said before Peter could finish "This is my duty."

Flash activated his jetpack and grabbed Peter before flying over to Rykers Island. They arrived where Carnage made his "home," which was what was left of the Ravencroft section of Rykers. Prisoners attempted to take them down, but both fended them off. Then Flash handed Peter a walky-talky.

"Stay here…I got this." Flash said confidently as he ran into Carnage's den.

Peter webbed him back, but Flash cut the web and continued on his way.

"Peter. Can you hear me?" a voice from the walky-talky asked.

"Loud and clear, Flash. I still think I should be there." Peter replied.

"Don't worry about it. I got this." Flash responded as he walked around the den. "It seems empty…wait. PETER! I FOUND HIM! This shouldn't take too long…"

A large blast was heard from the other room and then psychotic laughter.

The voice picked up from the walky-talky aand what it said was a doozy "Peter! The sonic blast didn't work on him…a-and…I-I can't feel my legs…"