Electro and Spider-Man were being followed by Carnage, who was swinging from building to building. Electro shot lightning bolts at him. Part of Cletus' symbiote got off of him for a moment. He tried shooting at Carnage again, but he dodged and swung out of sight. When they made it to the bridge, Spider-Man swung below it and saw Mary Jane on a black web.

"Peter!" she yelled.

Scorpion Venom, who was clinging to the side of the bridge, shot out a black string that pulled Spider-Man towards him.

"How much are you suffering now?" Scorpion Venom said.

"Not as much as you. You may not realize it, but this thing is turning you into a monster. How can you live with yourself?"

"The question is how will you live after fighting me?"

Venom Scorpion held on to Spider-Man as he hit him in the back with his mechanical tail. There were now scratches on his suit. He jumped onto the road on the bridge. Electro tried shooting a lightning bolt at Scorpion Venom, but he used Spider-Man as a shield.

"Try shooting again and he'll be dead!"

Electro restrained himself. He was startled when a reptilian creature with a lab coat arrived from behind him. It ran to Scorpion Venom and pulled Spider-Man out of his hands.

"Doctor Connors?" Spider-Man said. "How did this happen to you again?"

"I did this to myself. I perfected the chemical. I am in control!"

Scorpion Venom smashed Lizard's tail with his mechanical tail. Lizard held onto the mechanical tail and swung Scorpion Venom in a circle before throwing him onto the ground in front of Electro. Electro shocked Scorpion until the symbiote got off of him. Spider-Man walked over to the edge of the bridge and looked down at Mary-Jane.

"I'll save you!"

"Peter! There's something under the bridge!"

Carnage, who had clung to the bottom of the bridge, leaped at Spider-Man. He picked Spider-Man up and tossed him over the side of the bridge. Spider-Man shot a string that allowed him to hold onto the side. Carnage ran over to Mac Gargan, who only had his Scorpion suit.

"You are weak! You are not worthy for the symbiote! It needs a better host!"

Carnage placed his hand in front of Mac's face and shot symbiote bullets that penetrated the skull and turned to dust within the brain. Spider-Man looked at Mary Jane.

"Get rid of that thing! He's dangerous!"

"I have to save you!"

"I'll hang on. It'll be safer when he's gone!"