Spiderman chased Carnage onto the top of the Daily Bugle, where he fired sonic darts from his wrists at Carnage. Carnage blocked it with his tendrils and tried to impale Spiderman, but couldn't pierce the Vibranium. Carnage roared at Spiderman, but he quickly caught him in a web. "You're not going to survive this" Carnage said. "20 bucks says I do" Spiderman retorted. "Carnage tried to jump at him, but then Spiderman had an idea. He blasted a barrage of flares at Carnage, which lit on fire, causing the symbiote to subside. "James? Can you hear me?. Spiderman asked. "Yes, I think I can beat the symbiote now." Agent Marlon replied. "Now let's get you home." Spiderman said. Then, Doc Ock came out of nowhere! Lightning struck the building, and now it was on fire! "I have your girlfriend, Spider-Man! Doctor Octopus said! "Now I have my revenge!" He said as he dropped MJ off the building. Spiderman had a flashback of Gwen's death at the hands of the Green Goblin, and shot a web down to her. The web snapped though, and she continued to fall. Then, out of nowhere, Carnage jumped off the building and shot a red web net to stop her fall! Carnage fell into the flames. Spiderman jumped down to the bottom to find him. "JAMES! JAMES COME WITH ME!" Spiderman screamed. "I'm sorry, Peter." It's the only way I can completely rid the world of the Symbiote. "JAMES NO!" "Peter, don't blame yourself. It's my fault. You saved me from the symbiote, So I had to return the favor. Peter, Don't stop being Spiderman. It's never stopped you before." "With great power, comes great responsibility." James then lost all consciousness, and died.