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Ben has been invaded by the Carnage symbiote. Meanwhile, both Peter and Ben are still trying to figure out who is really the clone. Heck, maybe they're both clones!
The issue opens with Ben in the midst of an inner battle with the Carnage symbiote, but quickly switches over to a touching scene in which Peter struggles with his own inner demons over the whole clone situation.
Shortly after, Peter goes to see Ben (who, by this time, has made it back to his apartment) and they get into an argument over Seward Trainer. Ben trusts him unquestioningly, and does not react well to Peter's comments that there might be more to the situation than they know. Under the influence of the Carnage symbiote, it takes all of Ben's will-power not to strike out a Peter.
Peter leaves Ben and heads over to the hospital to get some answers from Seward, but finds that Trainer had already checked out. However, he does learn that something called the Multivex Corporation paid all of Seward's medical bills.
Meanwhile, Ben, as Spider-Carnage, is wreaking havoc on the hospital roof, and there is a confrontation between a powerless Peter and an extra-powered Ben. Peter barely escapes with his life when Ben temporarily regains control, but when Ben's reaction to Seward remains the same, Peter vows to learn the truth ... no matter what.