Having been captured by Carrion and strapped down to a table, Spider-Man is shocked to find out that Carrion is a clone of Professor Miles Warren. Peter's mind then flashes back to how this first started, when he walked into his apartment to find it trashed, with a mysterious message on the wall saying "The Dead Walk, Parker!". Shortly afterwards, Hector Ayala was knocked out by Carrion, before Carrion confronted Peter Parker, and revealed that he knew Peter's identity as Spider-Man. After a fight with Peter, Carrion disappeared for a short while, before returning once more to attack Peter, who got a chance to change to his Spider-Man identity. Whilst Carrion and Spider-Man fought, Carrion's henchman Darter fought Peter's friend Hector Ayala in his White Tiger identity.
Peter still wonders how Carrion knows so much about him, and Carrion reveals that he has telepathic abilities. Carrion then gives his origin in full. He explains that before Professor Warren went to confront Spider-Man at Shea Stadium, he extracted a cell sample from himself and went off to confront Peter. Since Professor Warren never returned, something went wrong with the clone, and it died, yet the fluid inside the container kept it alive. A student called Randy Vale found the clone casket, and opened it, releasing Carrion, who immediately made Vale work for him and gather information. As he learned of his powers, he agreed to give Vale Spider-Man's powers upon his capture of Spider-Man, and so gave him his Darter costume to assist Carrion in capturing Spider-Man.
Carrion then reveals to Spider-Man that he was never really going to give Peters powers to Vale, and so opens the casket which he injected Spider-Man's cell sample into last issue. He then reveals that it's been injected into an amoeba, giving the amoeba Spider-Man's powers, but not his humanity. He then leaves the amoeba to attack Spider-Man, which its animilist instinct will make it do. As the amoeba climbs onto the table, Darter bursts in, and challenges Carrion for not giving him Spider-Man's powers. He then attacks Carrion, but Carrion simply turns intangible, before throwing some of his red dust at Darter. As he starts choking, he drops his gun, which then fires into the table which Spider-Man is still strapped, weakening it enough for Spider-Man to escape the amoeba. Spider-Man then sees Vale dying, his skin and hair disappearing until all that's left of his face is a skull.
Spider-Man then tries attacking Carrion, but is stopped by the Spider-Amoeba once more, just as the White Tiger bursts in. Carrion immediately throws White Tiger across the room, which somehow causes a fire when White Tiger crashes into Carrion's clone casket. Spider-Man then manages to get the Spider-Amoeba off him, and climbs up a wall, taunting Carrion about how it will attack the nearest living thing due to instinct. Whilst this is happening, White Tiger escapes, the fire making it too dangerous for him to remain.
Carrion is then attacked by the Spider-Amoeba, and is shocked to find out that it's prescence negates his powers, since they were created by a similar process. As he struggles to get free, his hand ironically falls on the skull of Randy Vale, and he remarks about how Darter could have saved him from the Spider-Amoeba. Carrion is then killed by the Spider-Amoeba, which in turn is killed by the fire. Spider-Man then escapes outside, knowing that the fire will destroy any evidence of what happened.