Appearing in 1st story
- Spider-Man's Doppelganger (Main story and flashback) (Apparent death)
- Shriek (Frances Barrison) (Main story and flashback)
- Carnage (Cletus Kasady) (Only in flashback)
- Carnage Symbiote (Main story and flashback)
- Demogoblin (Only in flashback)
- Michael Hall (First appearance)
- Pepper Potts (Voice only)
- Captain America (Steve Rogers) (Only in flashback)
- Venom (Eddie Brock) (Only in flashback)
- Deathlok (Michael Collins) (Only in flashback)
- Dr. Tanis Nieves (First appearance)
- Bleeding Edge Armor
- Spider-Man's Suit
- Captain America's Shield (Only in flashback)
- Iron Ranger Armor (First appearance)
Synopsis for 1st story
A sedan and an armored truck race through the streets of New York, the former attempting to run the latter off the road; while Doppelgänger, a monstrous six-armed duplicate of Spider-Man, pursues both vehicles from above.
At the same time, Tony Stark attends a Medical Supply Expo, where Michael Hall, a computer manufacturer, stands on the stage. Poking fun at Tony and Stark Industries, Hall shows the crowd a biomechanical prosthetic arm that is controlled by a chip that reads thoughts. Unamused when Hall has the prosthetic arm flip him off, Tony leaves at the end of the presentation wondering how Hall could pull off this technology, and calls Pepper Potts, asking her to gather information on all of Hall's companies. The armored truck and sedan speed past, closely followed by Doppelgänger; and Pepper teasingly tells Tony to let her know if he needs help.
In his apartment, Peter Parker sings to himself, planning to spend the day eating Froot Loops and watching television, noting to himself that as an official member of the Avengers he doesn't get a lot of downtime. His communications watch notifies him that Tony Stark is messaging him; Stark asking him how many arms he has as he changes into his Bleeding Edge Armor. Peter incredulously says that he only has too, Iron Man saying that's good as it means the creature he's chasing isn't Spider-Man and instructing Peter to meet him on the West Side Highway. Dismayed that his plans for a day off have been kiboshed, Spider-Man takes his bowl of cereal with him and eats on the go.
On the West Side Highway, the armored truck's drivers try to lose the sedan and radio for backup. Doppelgänger lands on the truck's roof and leers through the windshield, roaring at them. The drivers panic and slam on the breaks, causing the sedan to rear-end it. Approching the scene, Iron Man scans Doppelgänger, his suit's AI noting that it's unable to determine anything definitive aside from it possibly being inorganic and extra-dimensional. Iron Man orders Doppelgänger to raise all six of its arms, his armor belatedly warning him that it has organic spinnerets that have been stimulated. As Iron Man charges his hand-repulsors Doppelgänger fires its razor-sharp webbing at him, lacerating his armor. Spider-Man arrives, wiping spilled milk and Froot Loops from his costume, and asks if the repulsor blast was a signal flare or an attack. Iron Man tells him it was a monstrous six-armed version of him. Spider-Man recognizes Doppelgänger's description and tells Iron Man that the last time he saw it was during Carnage's attempted massacre of New York. Spider-Man tells Iron Man that Doppelgänger wasn't responsible for the worst of the chaos, civilians rioting and succumbing to murderous bloodlust, but before he can continue an angry mob attacks them.
As the mob attacks the armored truck, a woman exits the crashed sedan, stammering that she has to stop the truck. Doppelgänger lands next to her attempting to say "Mother", and the woman tells it to stop the truck. Spider-Man and Iron Man try to hold back the horde civilians with minimal injury when the mob is snared by red and black tendrils. As a man in red cybernetic armor secures the berserk civilians in a net of tendrils, a man in a blue suit of cybernetic armor tells Iron Man and Spider-Man that they are interfering with the transport of trade secrets. Introducing themselves as Royal Blue and Firebrick, they tell Spider-Man and Iron Man to disperse or be contained. Spider-Man asks Iron Man if that's his tech, but Iron Man says it's not; Royal Blue biomechanically morphing his armour's arm into a cannon that coats them in a net of red-and-black tendrils. As Doppelgänger tries to rip the door off the armored truck, the woman is horrified to realize the monster is trying to say "Mother". Royal Blue transforms his arm into a plasma cannon and shoots Doppelgänger in the back just as the woman tries to tackle it away, burning off her arm. As Iron Man frees himself from the tendril net, Royal Blue stammers that he hadn't meant to hurt her. Snapping at him to shut up, Iron Man locates an ambulance and has his armor hack it. As the civilians come to their senses; Spider-Man approaches Doppelgänger, which has been almost completely bisected at the waist. The monster reaches out for the truck as it drives away, calling out to its "Mother" before collapsing, apparently deceased. Iron Man turns to look at Royal Blue and demands to know what was inside the truck.
Later, the armored truck pulls into a Hall Industries facility, the drivers unloading their cargo - Frances Barrison - and complaining that they had been told she'd be too drugged to use her madness-inducing powers. As they wheel her into the facility, the guards remark that the "biological payload" needs more than food to survive, feeding off negative emotions, and that she should make it feel right at home. As the guards mockingly state that Frances is old friends with it, she fearfully stares up at a a fluid-filled glass sphere containing the Carnage symbiote.
CARNAGE IS BACK! The fan-favorite villain returns to rock the Marvel Universe, with the Amazing Spider-Man and the Invincible Iron Man first on his hit list. But just why – and how – has Carnage returned, and how many of Marvel's heroes will it take to stop him? Superstar creators Zeb Wells (AMAZING SPIDER-MAN, NEW MUTANTS) and Clayton Crain (GHOST RIDER, X-FORCE) team up for the Spider-Man epic that’ll leave jaws on the floor! Literally!
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