Appearing in "What About Carrion?!"
- Carrion (Malcolm McBride) (First appearance)
- Tombstone (Lonnie Lincoln)
- Arranger (Oswald Silkworth)
- Eduardo Lobo
- Cynthia Bernhammer
- Anne-Marie Baker
- Professor Swann
- Lou (Kingpin's Hireling) (Only appearance; dies)
- Kingpin (Wilson Fisk) (Mentioned)
- High Evolutionary (Herbert Wyndham) (Referenced)
- Hobgoblin (Jason Macendale) (Referenced)
- J. Jonah Jameson (Mentioned)
- May Parker (Referenced)
- Professor Miles Warren (In false memories)
- Gwen Stacy (In false memories)
- Green Goblin (Norman Osborn) (Named only) (In false memories)
- Joyce Delaney / "Gwen Stacy Clone" (In false memories)
- Anthony Serba / "Peter Parker Clone" (Mentioned) (In false memories)
- Spider-Clone ("Anthony Serba") (Recap)
- Carrion (Miles Warren) (Recap)
- George Stacy (Named only)
- Reed Richards (Referenced)
- New York
- Federal Court Building
Synopsis for "What About Carrion?!"
In the early hours of the morning, a gang of the Kingpin's men are attacked by a wolf while moving illicit goods. An hour later, the Arranger is woken up and told that all the men were slaughtered and a message in blood was left behind reading "Kingpin: The wolves come for you!"
The next day at Empire State University, Peter Parker is sitting in class. However, he can't focus on the lecture as he is thinking about his recent encounter with the High Evolutionary. The Evolutionary told him that Mile Warren didn't create actual clones, but instead altered people's genetic templates. Since he found out that the clone of Gwen Stacy was actually an entirely different person. This leaves Peter to question who was used to create the "clone" of Spider-Man and Carrion.[Continuity 1] His distracted thoughts catch the attention of his professor who warns Peter that even though he is a returning student, he will not tolerate people daydreaming in his class. As the class ends, Peter is made fun of by a younger student named Malcolm McBride, who thinks Peter is losing his edge as a scientist. However, Peter quips about having lived a life and walks off, irking McBride. Peter briefly passes by the research lab to say hello to Professor Swann and Anne-Marie Baker.
Deciding to confirm the High Evolutionary's claims, Peter goes into the long-abandoned basement lab used by the late Miles Warren where he battled Carrion to the death.[Continuity 2] Searching the lab for clues, Peter's spider-sense turns his attention to a loose floor stone. Underneath, he finds what appears to be one of Mile Warren's journals and leaves with it. He is unaware that Malcolm McBride had followed him. Thinking that Peter somehow cheated to beat him on a research grant, Malcolm looks around the abandoned lab. From the location of the journal, he finds a strange vial. Meanwhile, at a federal court building in Philidelphia, Joe Robertson's trial is underway. His lawyer Cynthia Brunnhammer questions Tombstone regarding Joe Robertson's failure to report a murder he committed 20 years earlier.[Continuity 3] Watching the trial is Joy Mercado, and she has the upsetting task of reporting back to the Daily Bugle the details of the trial, which is not going well for Joe. Kate Cushing takes down the details and after the call, she notices that Glory Grant is in a good mood. When she asks why Glory tells Kate that she has fallen in love since she began dating Eduardo Lobo. Kate is horrified because she knows that Lobo is a mobster, but can't bring herself to tell this to Glory.
That evening at Empire state University, Malcolm McBride examines the contents of the vial he found in the basement lab. He discovers that it is a biochemical virus created from recombinant DNA. Amazed at the scientific skill required to create such a virus, Malcolm intends to sell it as his own and make it rich. However, while examining a sample in a microscope, it begins to grow and sprays into Malcom's face. He screams in horror as it begins to burn through his skin and collapses to the floor. At that moment at Aunt May's boarding house in Queens, Peter and Mary Jane go over the diary of Miles Warren. In it, they read about Warren's obsession with Gwen Stacy, one of his students at the time and his jealousy toward her boyfriend at the time, Peter Parker. Not long after this, Gwen Stacy was killed during a battle between Spider-Man and the Green Goblin.[Continuity 4] Hating Peter for having Gwen's love, Warren followed after Peter one night and witnessed him into changing into Spider-Man. This cemented Warren's hatred toward Parker and he became determined to destroy Peter. After months of experimentation, Warren found a means of creating a genetic virus that would change someone's DNA. The first victim was his assistant Anthony Serba, who he transformed using Peter Parker's DNA.[Continuity 5] With this test a success, Miles then kidnapped an ESU student named Joyce Delany, transforming her into a duplicate of Gwen Stacy.[Continuity 6] The last entry in Warren's journal is a vague mention of activating the "Carrion scenario" should his plan fail.
Peter and Mary Jane go to bed, Peter can't help but wonder why Miles Warren would lie to him about the origin of his "clones". If the Spider-Man clone was actually Anthony Serba, and Gwen Stacy was Joyce Delany, he wonders who Carrion is. Although Mary Jane begs him to let go of the past, Peter can't rest until he uncovers this secret. Changing into Spider-Man, Peter returns to Empire State University in the hopes of finding answers. There he is shocked to run into Carrion. Carrion is surprised that Spider-Man knows who he is and how his powers work. Still, Carrion attacks Spider-Man. The wall-crawler tries to convince him that he is not a clone of Miles Warren, but a genetic duplicate created by a virus, however, the creature refuses to listen. Spider-Man is then hit in the face with Carrion's red dusk and is knocked out. He later wakes up in a cemetery in front of the graves of George and Gwen Stacy.[Continuity 7] When Spider-Man wakes up, Carrion reveals that he has decided to keep Spider-Man long enough to learn the truth about the genetic virus himself.
Spider-Man explains that he found Mile Warren's diary which explains the replicator virus and that he had previously faced Carrion before. Spider-Man theorizes that Warren left behind specimens of the Carrion DNA around campus like biological boobytraps. Carrion can't say for certain as his memories of Mile Warren's plans are limited. However, he knows his true goal: to destroy Spider-Man to avenge the death of Gwen Stacy. The two fight it out, but Spider-Man is accustomed to fighting Carrion. As the two fight it out, he discovers that this version of Carrion doesn't seem to know that the real Miles Warren is dead.[Continuity 8] Spider-Man uses this to his advantage, allowing Carrion to believe he has the upper hand, but in reality, is positioning the creature so he can see the tombstone that belongs to Miles Warren.[Continuity 9] Naturally, this shocks Carrion giving Spider-Man the opportunity to lace into his foe, ultimately knocking him out by sending him crashing into Mile Warren's tombstone.
In the aftermath of the battle, Spider-Man hopes someone like Reed Richards will be able to help whoever was infected by the Carrion virus. Until then he decides to turn Carrion over to the Vault. Seeing Gwen's tombstone, Peter thinks about how Miles Warren was obsessed with Gwen Stacy, and how Miles blamed him for her death. Peter thinks about how he hasn't been able to let go of his own feelings for Gwen and admits that perhaps it is time to let go himself and walks away.
- Spider-Man was told this by the High Evolutionary in The Spectacular Spider-Man Annual #8. However, it is later revealed in Scarlet Spider Unlimited #1 that this was all a deception created by the Evolutionary to cover up the secrets of cloning.
- Spider-Man clashed with Carrion in Peter Parker, The Spectacular Spider-Man #25–31.
- Joe Robertson witnessed Tombstone committing murder, but was too afraid to report it, as seen in Spectacular Spider-Man #139. Brunnhammer states that this murder occurred on March 14, 1968. This should be considered a topical reference per the Sliding Timescale of Earth-616.
- Gwen Stacy was killed in a fight between the two foes in Amazing Spider-Man #121.
- This is part of the High Evolutionary's deception revealed in Scarlet Spider Unlimited #1. Serba was actually killed by Mile Warren in Amazing Spider-Man #149.
- This, again, is a ruse by the High Evolutionary, as revealed in Scarlet Spider Unlimited #1, the High Evolutionary made this "revelation" in The Spectacular Spider-Man Annual #8.
- George Stacy died in a battle between Spider-Man and Doctor Octopus in Amazing Spider-Man #90. Gwen's tombstone states that she was born in 1952 and died in 1973. George Stacy's tombstone states that he was born in 1917 and died in 1970. George Stacy's wife is identified as Martha Stacy that she was born in 1927. He date of death is illegible. That dates in question should be considered topical references per the Sliding Timescale of Earth-616. Modern readers should consider that Gwen was 21 when she died and George was 53. It's unclear when Martha Stacy died, but she was 10 years George's junior. The name Martha conflicts with Spider-Man #-1, which states her first name is Helen.
- At the time of this story, Peter assumed that Miles Warren died in Amazing Spider-Man #149. However, as later revealed in Amazing Spider-Man #399, Miles traded places with a clone in order to cheat death. He has been in hiding since and will resurface in Amazing Spider-Man #399.
- Miles Warren's tombstone states he was born in 1926 and died in 1974. This is yet another topical reference. Modern readers should consider that Miles Warren "died" at age 48.