The Lizard lunges at Spider-Man, who tries to talk him down. It seems that Doctor Curt Connors, who knows Peter's secret, has transformed once again. The reptilian monster he appears to be now is the result of Connors attempt to re-grow his severed arm using lizard DNA. The Lizard finds himself in front of a house. Bursting the door open, he finds Peter asleep in his bed. Conflicted while looking at a photo of Peter and his father, the Lizard strikes Peter!
Doctor Connors screams himself awake in a cold sweat. He calls his estranged wife (Doris?) and asks about his son (Timmy?). Connors finds out his wife has "company" over. His eyes turn to a letter from Stark International with bad news regarding his grant money.
Out in Brooklyn, Spider-Man swings through the rainy skies following police cars to the scene of a hostage situation. Captain DeWolfe is on the speaker, negotiating with the hostage taker. The criminal demands the liberation of "Nurhachi", whoever that is. Spider-Man confronts the man, who turns out to be twice his height!. After a battle that takes out a lot of priceless artifacts, the police surround the scene.
Captain DeWolfe demands the S.W.A.T. guys put their guns down while one of the hostages insists that Spider-Man was the hero here. The Captain offers Spider-Man medical help for his injuries sustained in the battle, but Spider-Man declines her invitation since he's "allergic to jail."
Doctor Connors goes to the lab to get some late-night research in. He finds Spider-Man waiting for him inside. Peter asks if he can cash in a favor Connors owes him. Despite not being a medical doctor, he patches up Spidey as best he can. While he's doing this, Peter asks how the whole Lizard thing is going. Connors says the DNA damage is done, but that the Lizard inside him is dormant for the moment. Peter tries to cheer Connors up, but Connors sours the moment with his bleak view of science.
Peter thanks Connors for his help. Connors offers a ride, but Peter says it'd be faster to web home. Peter does accept a sweatshirt to fight the rain & cold and offers his help with whatever is going on in Connors' life. The good doctor asks for a miracle scientific breakthrough; Peter replies that he IS one.
Doctor Connors looks at a bloody cotton swab from when he was stitching Peter up. He puts the swab under a microscope and...
Peter's not feeling too well. Aunt May ordered Peter to stay home and asked Gwen, the lovable live-in orphan girl, to collect Peter's schoolwork for him.
Back at ESU, Sam the security guard greets Doctor Connors' lab assistant, Ben Reilly. Sam reports that Connors never went home last night. Sure enough, Ben found Doc Connors asleep at his desk, but also found the slide in the microscope, which he found equally astonishing. Connors jerks awake from his nightmare. When Ben expresses interest in what the slide could mean for modern science, Connors swears Ben to secrecy.
Utterly disappointed in what television had to offer, a sick Peter gets a call at home from Doctor Connors, asking if they can meet. Sick as a dog, Peter drags himself to a coffee shop. Connors reveals that Peter's DNA is a modern scientific miracle that has myriad applications in fighting diseases like Cancer and Alzheimer's. Saying it's almost their responsibility to try, Connors manages to convince Peter to permit him to use his DNA for further testing (as scientific ethnics demand).
Two months later, Spider-Man breaks up an encounter between The Punisher (the vigilante who puts criminals down (permanently) and Boomerang (the lame Aussie villain that I put down mercilessly). Although he knows the story of how The Punisher lost his family to a bunch of crooked cops, Spider-Man still gives 'im the old "thwap and smack". Boomerang offers Spider-Man $10,000 to swing him to safety. Instead, Peter leaves Punisher and Boomerang webbed up for the cops.
Peter swings back to Connors' lab at ESU to get another wound treated. Connors notes that Peter's looking much healthier, and that they got the grant money because of the work with Peter's blood (which, to the public, is merely the side-effect of another experiment). Peter asks to see it, but Connors says he's running late to meet his kid. Peter swings off.
Connors goes into the next room and relieves Ben Reilly from work. Ben recommends they increase the temperature to 86 degrees before making a presentation. The two leave, but the issue ends with an ominous look at the sample, which bears an uncanny resemblance to a baby.
Ultimate Carnage Unleashed
"Little Ben" has escaped..
Connors' lab assistant, Ben Reilly, is horrified to find that his experiment has escaped containment. Reilly calls Connors to notify him, but is horrified to find the dead, dried up body of Sam the lab security guard, the cops, and a bunch of on-lookers.
On a sock-buying mission at the mall, Gwen Stacy finds Mary Jane Watson, the new "fry girl" at a Cajun restaurant. The job helps keep Mary's mind of Peter. Neighbors since May Parker took an orphaned Gwen in, Mary Jane has been uneasy with the fact that Gwen now lives with her boyfriend, Peter. But now, both know Peter's secret, and have come to an understanding. Gwen sees Peter like a little brother and the Parkers as her family and would never come between Mary Jane and Peter.
An arguing couple find "the sample", which vaguely resembles a young child, in an alley. It proceeds to stab its victims and absorb their vitality. The sample now more closely resembles Venom, only is smaller and red.
Doctor Connors finds his lab sealed off by the police. Captain Jeanne DeWolffe is on hand to ask the docot questions, while Connors meets eyes with Ben Reilly.
The sample, which will, for simplicity's sake, be known simply as "Carnage", begins to have flashes of memories: Peter's memories. Carnage approximates Peter's web-swinging and heads for the Parker house, where Gwen is waiting, keyless. Carnage attacks Gwen the way it does the others, absorbing her vitality dry and leaving her, dead. The last thing Gwen sees is Carnage's face trying to mimic Peter.
Aunt May returns home late to find the shriveled-up body of Gwen Stacy behind her house.
At the Daily Bugle, Peter is ecstatic that his newspaper employer, J. Jonah Jameson, made good on his promise to portray Spider-Man in a more positive light. Before Peter can celebrate "Spider-Man" Christmas, he gets a phone call from Aunt May that sends him web-slinging across town, out of costume, to find his home once again surrounded by police, reporters and onlookers.
The police are grilling Aunt May when she notices Peter. The detective questioning her turns his inquiries to Peter, thinly veiling his suspicion that Peter had something to do with this. Captain Jeanne De Wolfe is on site, within earshot of Peter. Our hero hears that there have been a few similar deaths reported: possibly a mutant, a virus, or a vampire. Meanwhile, May fights the cops tooth and nail against their interrogations and their refusal to let Peter in his house.
Downstairs and alone, Peter rips open his book bag with the Spider-Man costume in it, fuming.
At Mary Jane's house next door, May lashes out at the non-cooperative person at the number she has for Gwen's mother. MJ's mom offers their home (recently free of MJ's dirtbag father) for as long as they need it. In the den, MJ goes to talk to Peter alone. MJ mentions the moment her and Gwen shared at the mall. Peter wonders if he was a good friend to Gwen, if his costumed adventures are really doing any good, then chokes up and loses it.
In the middle of the night, Peter runs what he heard from the cops through his head, looking through the gamut of his rogues' gallery, until he remembers they mentioned a death at Empire State. Sure enough, when he looks out his window, he finds Doctor Connors. Peter goes out and attacks Connors, who he finds responsible.
Connors manages to talk Peter down and explain what happened. Apparently "Carnage" was a rejuvenating organism using Peter's DNA, Connors DNA, and work stolen from Peter's late father, who was an expert in cellular reconstruction. Peter expresses his utter disgust for Connors, only to find Carnage waiting for them both!
The organism, who, for lack of a better name, I will call Carnage, starts to resemble Peter again. Peter orders Connors back to his lab so that the doctor can find out how to kill it, threatening to throw it in a room with Connors himself.
What unfolds is a battle in the middle of the night where Peter blames himself for this creature. HUMAN pieces of garbage he can handle, but murderous, mutated clones of himself? Peter thinks he's failed completely, but has little more time to ruminate when Carnage attacks and kills two more cops. Carnage takes on a very familiar form, closely resembling Peter's late father.
Connors returns to his lab to find Peter waiting for him. Peter explains that the creature was looking for Peter to stabilize its own DNA (which is why it attacked the others). The face we kept seeing wasn't Peter's... it was Peter's father's face. Peter stopped thinking and let instinct take over. In a clear-cut case of him-or-it (emphasis on it: Peter didn't see it as any more than a spore or a virus), Peter threw the creature down a smokestack. Peter again threatens to kill Connors, but naturally doesn't follow up. Later, Connors goes to a police station and turns himself in.
The next morning, MJ asks if Peter caught the guy. Peter also announces that he's done with Spider-Man.
Ben Reilly shows up at work, and the dean tells him that his and Connors' experiment are what killed the guard (wait... Smitty? I thought his name was Sam.). Since Connors is in custody, the lab is closed, and Ben is out of a job. Ben asks if he can get his things from the lab. While no one is looking, Ben takes a test tube marked "Parker: Sample #2" and takes it, with a slight grin on his face.