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After destroying Peter Parker's apartment and attacking Peter's friend Hector Ayala, the mysterious Carrion is now attacking Peter, choking him and claiming that Peter shall pay for his crimes. Peter manages to break free of Carrion, but is wondering how Carrion knows that he is Spider-Man, as well as other information about himself, that makes him hesitate before attacking. Whilst Peter is hesitating, Holly Gillis has found Hector on the floor, and thinks that he's dead. Peter manages to convince Holly to take Hector away (so that Carrion won't mention that Peter is Spider-Man in front of her), and to call the university's security. Peter then looks around for Carrion, and finds that he has the power of levitation, because the air itself repels his body.

Carrion then repels some things away from him and towards Peter, leaving Peter vulnerable. As Peter questions Carrion as to who he is, Carrion vaguely replies that he once loved, until Peter killed that and everything else in him. Carrion then grabs some red dust out of his pouch, and manages to throw it directly in Peter's face as Peter leaps at him. Carrion teleports away before Peter can reach him, and Peter falls through the window that was behind Carrion. Whilst this is happening, Hector recovers and changes to the White Tiger, ready to attack Carrion in his super hero identity. However, Carrion has already gone, and the White Tiger finds Peter, having fallen through the window, and takes him to hospital, worried about what's just happened to Peter. Whilst at the hospital, Peter is questioned by his friends, and he goes over what he knows about Carrion.

Peter thinks that there's something that links Carrion with Empire State University, and upon going there, he bumps into a student called Randy Vale, who recognises him. After Randy and Peter have a brief conversation, Randy goes to the science department of Empire State University, where Carrion is. He then tells Carrion that he has met with Peter, and that he will be easy to trap.

Since Carrion seems to know a lot about Peter, Peter decides to fight Carrion once more, by remaining at Empire State University and waitinng for Carrion to attack first. Unknown to Peter, Hector is keeping an eye on him in his White Tiger identity, worried about Carrion. Whilst watching Peter, the White Tiger is attacked by a flying super villain called Darter, and is knocked out because he's taken by surprise. Darter then reports to Carrion that Peter is alone, and so Carrion appears before Peter. Carrion lets Peter change to his Spider-Man costume, and then meets him on top of the University's gym, where he kicks Peter into the gym. As Darter and the White Tiger's fight carries them to the gym as well, Spider-Man questions Carrion about who he's supposed to have killed. Carrion then accuses Spider-Man of the murder of Gwen Stacy and Professor Miles Warren (formerly the Jackal).

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