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Fighting Carrion, Spider-Man has just been accussed by the villain of killing Gwen Stacy and Professor Miles Warren, the former Jackal. Unfortunately, this raises more questions than it answers, as only Spider-Man and Gwen Stacy's clone know how Professor Warren died. When Spider-Man says that he wasn't responsible for either death, Carrion argues that upon Professor Warren's death, Spider-Man's is the only truth to survive. Carrion also reveals that he knew that Professor Warren was the Jackal, another piece of information which he shouldn't know. Whilst Spider-Man flees from Carrion, trying to escape before the White Tiger hears Carrion mentioning his identity, the White Tiger temporarily manages to trap Darter in the gym's ropes, by luring Darter into them. Unfortunately, Darter shoots a laser from his finger tips, which cut through the ropes and free him.

Carrion throws his red dust at Spider-Man, which Spider-Man easily dodges, before seeing that the dust is eating through the gym's bleachers with an acidic effect. Spider-Man then runs to another room, where he finds a swimming pool, which he is kicked into by Carrion. Whilst trying to climb out, Carrion steps on Spider-Man's hands, causing the same burning effect that Carrion has when he comes into contact with any living thing. Spider-Man then leaps out of the water and manages to punch Carrion into the water, which causes all of the water in the pool to turn black before erupting out. To escape the water, Spider-Man hangs onto the diving board. Meanwhile, the White Tiger manages to trap Darter once more, but Darter escapes yet again, and still keeps the White Tiger busy, as he is afraid of Carrion's wrath.

Just as Carrion is about to reach out and touch Spider-Man, the White Tiger and Darter burst in, and Darter crashes into Carrion. As the White Tiger helps Spider-Man up off the diving board, Carrion kicks him into the empty pool, and despite the White Tiger trying to move and land on his feet, he lands on his back, knocking him out. Carrion is then successful in attacking Spider-Man with his red dust, which knocks Spider-Man out. Carrion then leaves, taking the unconscious Spider-Man with him. After he's left, Darter regains consciousness from colliding with the pool wall, and wonders where Carrion is, as he has a promise to keep. The White Tiger also regains consciousness, and follows Darter, looking for Carrion.

In a laboratory, Carrion thinks out loud about how he was created in this very lab, and that it was here that he began to hate Peter Parker. Whilst talking about his hatred, Carrion removes a blood sample from Spider-Man, and injects it into a tank of some unknown fluid. Spider-Man then wakes up to find himself strapped to a table, and says to Carrion that he's was hoping he was just a bad dream. Carrion then replies that he's more than that; that he's Spider-Man's worst nightmare, as he is vengeance and hatred personified. Spider-Man then asks Carrion once more who he is, and Carrion finally gives a straight answer: he is the living clone of Professor Miles Warren!

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