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When Spider-man and the other appear to the scene Cloak teleports away to safety.Then there is a huge brawl between the two forces. When Carnage commands his team to leave as Shriek brings down the building. Spider-man is then left with a difficult choice, to save Felicia or pursue Carnage. Spider-man then makes the choice to save Black Cat. When he does Venom is furious at Spider-man and the Black Cat. Spider-man then decides that he wants no part of teaming with Venom and leaves the team. While Venom and the Cat search for Carnage, Kasady and his "Carnage Carnival" are on yet another Rampage.

Venom, Black cat, and Cloak are now off to find more teammates, which brings them to Morbius the Living Vampire, who joins them as soon as Venom asks him to. Meanwhile Mary Jane is partying at the new club house The Deep, when Carnage and his "family" show up and start slaughtering the partiers. While Spider-man is saving innocent people, Venom and his crew are on their way to track Carnage. Morbius then smells blood and which leads them to the Deep. Cat, Cloak, Venom, and Morbius then fight Carnage and his crew yet again. During the fight a camera man is filming the action live, which gives Spider-man the clue where Carnage is when he say him on the Jumbo-tron. The fight continued as Spider-man bursts into the scene, when Demogoblin set off a scatter pumpkin bomb to purge the place and again Carnage makes his escape. Venom then tells everyone to pursue Carnage but Spider-man refuses and tells them to help the innocent trapped under the burning rubble. Now Spider-man is back on Venom's team.

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