The Noxious Nine was formed after the members of the Sinister Six joined with Rhino, Scorpion and Carnage in order to take out the Blin Quay Nuclear Power Station in Brooklyn, New York. After Sandman, Mysterio and Electro were killed, Carnage was atomized in a containment field that caused an overload, releasing radiation throughout the plant and fusing the genetic material of the remaining members to their costumes.

Later, the now-animalistic members of the Noxious Nine tracked down and killed Spider-Man.

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