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It's crisis time as Spider-Girl realizes that Carnage will only be stopped if she destroys someone she truly loves!

Spider-Girl finds herself face-to-face with the new Kid Carnage, otherwise known as her little brother. Carnage sits back, marveling in his brilliant idea to infect the youngest Parker. Inside, Moose, continues to try to fight Carnage. He mentions that it's wrong to let a child commit murder. Carnage agrees that they shouldn't let the child have all the fun and begins to attack Spider-Girl again. Moose lets out a warning which comes as a surprise to Spider-Girl. As she dodges the attack, her cell phone goes off. She can't answer the phone and isn't sure how to fight without hurting her little brother. Benjy has no qualms about hurting her and takes a chomp at her shoulder.

In Forest Hills, Peter is trying to call May after having escaped from Carnage. He wants her to know that Carnage is still on the loose. Mary Jane says that she may already know that.

Spider-Girl wraps her little brother in webbing and takes off. Carnage simply follows and they soon come across Agent Hill and her team. They begin to attack Spider-Girl while Carnage attacks them. Spider-Girl manages to save an agent who, in return, tries to arrest her. This is interupted by Kid Carnage, trying to attack her once again.

The fight continues. Kid Carnage gets knocked back and Spider-Girl jumps and saves him before he can smash into a wall. He thanks her by slashing at her arms. Carnage has taken out the others and Spider-Girl lies on a rooftop. As Carnage and Kid Carnage move in on her, she gets an idea to try to reach Moose. She tells him that the goverment has been researching Carnage for years. Carnage replies that they saw him as a bio-weapon. Spider-Girl says that there's also a chance that he could be a cure for cancer. Surprised, Moose tells Carnage that if they can go and help his dying father, he will give in completely to Carnage. Becoming one is what Carnage would love. He agrees.

Finally given a moment to catch her breath, Spider-Girl's cell phone goes off again. Peter asks her about Benjy. May doesn't exactly tell him the truth. She asks him to go into the police property room to get an item that will help. As Peter heads to the police station, Spider-Girl goes to the hospital.

Meanwhile, Kaine and Darkdevil crash a SHIELD safehouse with the rogue agents and the Contessa. She denies having any knowledge of Specimen 297. Kaine manages to help her see that all the other specimens need to be destroyed to save the U.S. embarrassment with the U.N. for having a deadly bio-weapon.

Carnage arrives at the hospital where Courtney and Moose's cousin are. Even though Carnage said he'd hold back on the violence, he shakes off the guards that come towards him. Seeing Courtney, he thinks how lovely it would be to have a taste of her. Spider-Girl arrives in time to prevent anything happening to Courtney. Next Peter arrives wearing the Reverb armor (from issue #2). The sonic blasts are the only thing that can stop Carnage. Seeing Kid Carnage, Peter can't use the armor out of fear of injuring Benjy. Kid Carnage simply leaps towards him and Spider-Girl has to push him out of the way. She grabs a gauntlet and uses it on her brother, hoping it will not injure him. Ben is left crying on the floor and blood is dripping out of his ears.

Carnage finds Moose's father. Moose tells him to do his thing to save his dad. Carnage asks how does he know that Moose will honor his agreement. Before there can be an answer, Spider-Girl blasts him in the back with a sonic wave. Moose is angered that Carnage has been destroyed before his father could be saved. He yells at Spider-Girl that she is no better than Carnage. Carnage was his only hope. He tells her he hates her.

A doctor checks out Benjy. He says he can't tell if the hearing loss will be permanent. Maria Hill calls Nick Fury and tells him that Specimen 297 has been destroyed. Nick says it's not too often that they get a happy ending. Spider-Girl walks off alone.

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