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After Carnage escaped a mental asylum and resumed his murderous rampage, Venom left San Francisco and returned to New York. At first Venom planned to confront Carnage alone, but when Eddie Brock was ambushed by Shriek and Doppleganger in Central Park ( and nearly being killed in the process) Eddie realized he could not do this alone. Brock arrived severely injured at the door of the Soho loft of Peter Parker and Mary Jane seeking Spidey's help. Meanwhile Cloak, Dagger, and Spider-Man fought against the Carnage Family. During the fight Dagger was seemingly killed, leading to Cloak swearing vengeance against Shriek. Soon Black Cat joined the group, and Morbius the living vampire was recruited shortly after by Venom. At first Spider-Man was unwilling to embrace Venom's tactics, but after Mary Jane was nearly killed by the Carnage Family at a night club where Venom saved her life, Spider-Man joined Venom's team. Next Venom saw a need for an edge over Carnage. Since the Fantastic Four were out of town and the heroes couldn't simply ask for the sonic gun they owned, Venom, Spider-Man and Black Cat broke into Four Freedoms Plaza and stole it.  Spider-Man saw the need to recruit a new member, someone with fire based powers (and a strong sense of morality) and since Human Torch was unavailable, Firestar was brought in. The team then engaged the Carnage Family in battle and seemed to have the upper hand at first, but during the fight Morbius is nearly killed by Demogoblin. This forced Cloak to leave the battle to save the vampire. Firestar deals with a moral struggle while she has the oppurtunity to kill Carnage, and Venom psychotically encourages her to finish him off while Spider-Man at first stays silent. Seeing the emotional distress of Firestar, Spidey tells her to stop. Venom is outraged and attacks Firestar, and when Spidey tries to get Venom to back off, Venom punches Spider-Man so hard he is thrown far from the conflict, and this leads to the Carnage family ganging up on Venom and kidnapping him.  Once Carnage and his allies were defeated the team disbanded and never reformed.

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