The issue begins with Eddie Brock walking through Laguardia Airport when he notices a newspaper headline proclaiming Carnage is in New York. We learn that Carnage is the reason Eddie has come back to New York. Eddie transforms into Venom and goes swinging out of the airport and vows to destroy Carnage.

In a Manhattan church, Spider-Man is trying to console Cloak after Shriek caused Dagger to disappear. Cloak is full of rage and teleports away; leaving Spidey alone.

In another part of the city, Carnage confronts Shriek about going after Spider-Man alone.

Meanwhile, Spider-Man returns home still nursing his injured ribs. Mary Jane is angry with Peter because he had promised to give up being Spider-Man for a few weeks. Peter says he can't now, or Carnage will keep killing.

The scene switches back to the Carnage family; where the Doppelganger is attacking Carnage to protect Shriek. Carnage knocks him back and reminds the others that HE is leader. Together, they decide to slaughter some more people.

...And Peter and Mary Jane are still arguing.

The Carnage Family is now in Central Park. They rip the top of a car off and kill the occupants; while Doppelganger decapitates a policeman.

Spider-Man is now back on patrol when he sees Demogoblin flying by on his sled. They fight and Demogoblin gets the upper hand. A priest distracts the goblin; giving Spidey time to get away. The Demogoblin throws a pumpkin bomb and escapes.

Back in Central Park, Carnage is celebrating all the deaths they've caused when Venom shows up. The rest of the the Carnage Family show up and get the jump on Venom.

In Peter and Mary Jane's apartment, they watch a news report about the slaughter in Central Park. Peter feels guilty because if he'd known; he could have saved some of them. There's a knock at the door and Mary Jane answers it. She gasps and Peter jumps to see what's wrong.

It it Venom. He is beaten and bloody and collapsed on the floor.