- Chameleon (Dmitri Smerdyakov) (Impersonates Green Goblin (Norman Osborn))
- Carnage (Cletus Kasady)
- Carnage Symbiote
- Lifestream Technologies (Behind the scenes) (Mentioned)
- Lyle Robins (Only appearance; dies)
- Dr. Eric Catrall (Mentioned) (Deceased)
- Mr. Fantastic (Reed Richards)
- Gwen Stacy (Referenced)
- Green Goblin (Norman Osborn) (Mentioned)
- Green Goblin (Harry Osborn) (Mentioned)
- Hobgoblin (Jason Macendale) (Mentioned)
- Mendel Stromm (Mentioned)
- F.B.I. (Mentioned)
- The Daily Bugle
- C.I.A. (Referenced)
- Kraven the Hunter (Sergei Kravinoff) (Referenced) (Deceased)
- Ben Parker (Referenced) (Deceased)
- The Burglar (Referenced)
- Venom (Eddie Brock) (Referenced)
- Numerous unnamed Guardsmen (Deceased)
- Liz Osborn
- Flash Thompson
- Unnamed flight attendant (Death)
- Unnamed plane captain
- Alan Conners (Only appearance)
- Radiation-Eating Alien (Referenced)
- The Hulk (Bruce Banner) (Mentioned)
- United States of America
- Chameleon's Penthouse
- New York
- Lifestream Technologies World
- Montana (Referenced)
- Russia (Referenced)
- Greenland (Referenced)
- Canada (Referenced)
- Switzerland (Referenced)
- United States of America
- Battleworld (Referenced)
- Catrall's trigger serum
- Spider-Man's Suit and Web-Shooters
- Pumpkin Bomb
- Goblin Formula (Mentioned)
- Goblin Armor
- Guardsman Armor (Referenced)
- Venom symbiote (Referenced)
- Goblin Glider
- DC-10 airplane
- Kraven's Last Hunt (Referenced)
- The Night Gwen Stacy Died (Referenced)
- Secret Wars (Referenced)
- World War II (Referenced)
In an austere Chicago penthouse, a mysterious man watches the battle in Central Park between Spider-Man and Carnage; and upon learning of the insanity-inducing serum invented by the late Dr. Catrall he gleefully realizes it's the key to killing Spider-Man. His lawyer, Lyle Robins, enters and informs the man that he has surreptitiously purchased a certain building in New York, whereupon the man kills him to tie up loose ends.
In New York, Peter Parker leaves his and Mary Jane's apartment and puts on his Spider-Man costume, giving Catrall's serum to Mr. Fantastic of the Fantastic Four. After Spider-Man leaves, Reed Richards stores the vial in a briefcase and ponders ways to continue Catrall's research for the betterment of humanity, but is knocked out by a pair of Pumpkin Bombs. A man in a hazmat suit steals the briefcase and flees in a helicopter.
Learning of the theft, Peter begins suffering from night terrors of Catrall's serum being unleashed, the blood of the victims forming rivers through the streets of Manhattan and transforming into the Carnage symbiote. He begins frantically searching for whoever could have stolen it, despite Mary Jane chiding him for blaming himself for its theft. After two weeks, Mary Jane expresses concern for him, saying he needs rest and food, and making him promise to take care of himself. Suiting up, Peter sets out to patrol the city again, MJ reflecting that the last time she'd seen him so exhausted and upset had been following the death of Gwen Stacy. MJ reflects on their growing money troubles – as Peter has been so busy looking for whoever stole the serum that he's neglected to take photos for the Daily Bugle; lamenting that there's no money in the superhero business.
Arriving at the Four Freedom's Plaza, Spider-Man is dismayed to learn that Reed and the rest of the Fantastic Four have had as little success as he has finding the serum. When Reed suggests looking into the pumpkin bombs again, Spider-Man states that Norman and Harry Osborn – the two Green Goblins – are dead, and that the Hobgoblin – Jason Macendale – is in jail; prompting Reed to propose the possibility of an unknown person coming across a stash of Goblin gear. Spider-Man's thoughts drift to Gwen Stacy and how she was killed. Reed derails Spider-Man's train of thought by telling him that Catrall's serum was derived from Mendel Stromm's Goblin Formula, which had given Norman and Harry superhuman abilities but driven them insane. Spider-Man and Reed ponder the question of where the mystery thief got the pumpkin bombs and whether they knew Catrall's serum was an offshoot of the Goblin Formula; Reed warning Spider-Man that the FBI or a similar government agency is watching them, the Lifestream corporation blaming Spider-Man and the Fantastic Four for the disappearance of Catrall's serum. Spider-Man decides to check on some of Osborn's old buildings, while Reed says he'll keep looking into Lifestream Technologies.
Two hours and ten Oscorp buildings later, Spider-Man is no closer to finding out where the pumpkin bombs came from than he was when he began. Exhausted, Spider-Man stops by the Daily Bugle Building and deliberates going inside to face the not-unwarranted wrath of J. Jonah Jameson or just go home and sleep, but catches sight of a man he recognizes as Norman Osborn walking down the street towards one of the old Oscorp buildings. Shocked and thinking his exhaustion is causing him to see things, Spider-Man tails the man to a hotel but loses track of him in the crowd. Uncertain of what just happened, Spider-Man decides to head home to get some much-needed rest. As Spider-Man departs, "Norman Osborn" exits the hotel and lets out one of his trademark maniacal laughs.
In a briefing room under Lifestream Technologies' World Headquarters, K. L. Bogel – a ruthless PMC – briefs his team on their mission to retrieve Catrall's serum, stating that as Spider-Man was the last person seen with it they will subdue and interrogate him as to its whereabouts. He equips them with high-tech surveillance helmets and sonic rifles with modular output.
The man from Chicago enters a hidden office underneath one of the Oscorp buildings, examining the vial of Catrall's serum while vowing to avenge Sergei Kravinoff – an old friend of his who had committed suicide following an altercation with Spider-Man. Having recovered a computer with information detailing the animosity between Spider-Man and the Green Goblins, the man had formulated a plan to use Catrall's serum on Spider-Man to drive him insane and then kill him. Recalling how Spider-Man had humiliated him in the wake of Kraven's suicide, the man channels his rage into determination and decides to get more practice – entering a larger room containing Goblin Gliders, suits of Goblin Armor, pumpkin bombs, and other equipment. Not having any Goblin formula and unwilling to use it even if he had any, the man decides his own talents will have to suffice and dons a Green Goblin costume.
In Colorado, a mercenary named Richard Lee and his four companions receive the go-ahead from their boss.
Peter returns home, eats, and falls asleep; only to have a nightmare wherein he a teenager again being lectured by Norman Osborn, who transforms into the Green Goblin and flies away. Peter transforms into Spider-Man and ages into his late teens, but is confronted by Gwen Stacy – who shouts that she hates Spider-Man before sadly asking Peter why he let her die. Peter's dream re-enacts the scene of Gwen's death, with him only being able to move slowly. When he finally manages catches her, Gwen's neck snaps from the recoil. The scene repeats over and over, before transitioning to Norman Osborn's death – impaled by his own Goblin Glider. This scene repeats multiple times, with Norman's face becoming that of Harry and then Jason Macendale's. Spider-Man finds himself back atop the bridge, but the river and streets have become a filled with corpses that flow into a river of blood. A fanged mouth opens in the river of blood, and when Peter tries to shoot a web-line only blood comes out. As Gwen falls into the gaping maw, she changes into Mary Jane and asks why he let her die. Waking from his nightmare to find MJ worrying over him, Peter sees he only slept for an hour. Trying to distract himself from the nightmare, Peter spends an hour in bed with MJ before getting up and making a list to get his thoughts in order, realizing he blames himself for Catrall's serum being stolen and the guilt traces back to the death of his Uncle Ben, the death of Gwen Stacy, and the deaths of everyone killed by his rogues gallery. Deciding to distract himself by taking some photographs for the Daily Bugle, Peter leaves a note for MJ and sets out.
In Colorado, Richard Lee and his lieutenants – Ellison, Harken, and Davis – stage an attack on the Vault – a high-tech maximum-security prison for super-villains. Breaching the Vault's defences, Lee sends Davis' squad into the prison, gloating about how rich he'll be.
Outside the Daily Bugle, Peter relishes how vibrant and alive the city feels. The mood is ruined by the arrival of J. Jonah Jameson, the newspaper's temperamental publisher and Peter's boss. Peter expects to be berated and yelled at, but Jameson gruffly expresses his condolences and reveals that Mary Jane told everyone Peter was laid up with a nasty case of the flu. Jameson begins to tell Peter that he wants to see more front-page photos but stammers to a halt as he sees "Norman Osborn" walking down the street. As "Norman Osborn" heads into a department store and disappears, Jameson double-checks with Peter that he wasn't seeing things. When Peter protests that Osborn's been dead for years, Jameson remarks that he always thought Osborn was too cunning to be killed, speculating that he just faked his death and went into hiding. Realizing this would make for an amazing news scoop, Jameson demands Peter get him pictures of Norman Osborn any way he can. As Jameson runs off, Peter protests that Norman Osborn can't be back from the dead and that there has to be another more logical explanation.
Arriving in New York, Bogal's five teams of PMCs begin setting up perimeters to search for Spider-Man, who he dismisses as a dangerous maverick.
In Colorado, Lee enters the Vault, gloating that Ellison's team had been equipped with a weapon that shut down the Guardsman Armor. Davis' team is sent in to kill the remaining Guardsmen protecting their extraction target, but Davis recognizes the man they're freeing as Cletus Kasady. Davis refuses to comply with Lee's order to free the serial killer, so Lee executes him – to Kasady's amusement. Lee's men begrudgingly free Kasady, who scratches himself and transforms into Carnage. Carnage casually slaughters Lee's men and then interrogates Lee himself, threatening to eat him if he doesn't reveal who hired him. Lee tells Carnage he was hired anonymously and paid through a Swiss bank account, Carnage musing that no-one in their right mind would want to free him before asking Lee how many more men he has. Lee informs Carnage that there are forty-five additional mercenaries and two Russian helicopters waiting to evacuate him, the monster delighted at having so many new people to kill. Carnage decides to show his thanks to Lee for freeing him by slowly torturing him to death, manifesting small blades and starting to flay him alive.
In the Daily Bugle newsroom, Peter reflects on how disastrous his attempt to have a nap had been – plagued by more nightmares. Just as he decides to go looking for Norman Osborn's doppelganger, the teletypes go off reporting that the Vault was attacked and Carnage escaped. Jameson immediately sends Peter to get him his best photos of Carnage. Still shocked, Peter complies – recalling how Carnage's very existence was indirectly his fault – having been the one who brought the Carnage symbiote's progenitor, the Venom symbiote, to Earth. Passing the photos onto an intern, Peter decides to ask for the Fantastic Four's help against Carnage. As he heads up to the roof to change into his costume, however, his Spider-Sense warns him that he's being watched. Nonchalantly looking around, Peter sees men wearing grey suits – the Lifestream PMCs – standing on adjacent roofs. Wondering if they're with the FBI, Peter turns to head back inside before spotting the Green Goblin flying loops over the city.
Carnage takes his time leaving the Vault, hunting down people who'd particularly annoyed him. When the mercenaries open fire, he grabs one of them and demands to know who gave the order to attack him. After the man fingers Ellison, Carnage cuts off his nose and makes a Pinocchio reference, slaughtering Ellison's squad before confronting him. Terrified, Ellison tries to flee but runs into the perimeter fence, Carnage cutting off his hands and leaving him to bleed out while he walks towards civilization and revenge on Spider-Man.
Peter wakes up from another nightmare to find Mary Jane with Flash Thompson and Liz Osborn, old frenemies from high school. As Flash and Liz express concern regarding his haggard appearance, Peter excuses himself to freshen up. As Flash and Liz wonder what's wrong, Peter exits the bathroom and says that he needs to go back to work, thanking them for worrying about him and promising they'll have to get together another time. Agreeing to this, Peter's friends wish him farewell and help MJ start cooking.
At the Denver International Airport, Cletus Kasady disguises himself with a wool cap and a brown coat he stole from the occupant of a cabin. While waiting in line for a one-way flight to LaGuardia Airport, he's accosted by security guards and sheds his disguise and human form, killing one of the guards with his own gun and taking a flight attendant hostage. Giving a flight attendant named Louise his ticket, Carnage cheerfully spares her before hijacking the plane.
Arriving at the Daily Bugle, Peter borrows Ben Urich's phone and calls Reed Richards, who informs Peter that the Fantastic Four won't be available to assist him and that Carnage was freed by an unknown party. Telling Reed to hurry back, Peter wonders who could be insane enough to free Carnage and whether it could possibly be related to everything else going on. Going to the Bugle's morgue, Peter reaches out to one of the computer mavens, Bob, and asks him to look up Norman Osborn. Bob and Peter discover that one of Oscorp's buildings was bought by a holding company, after which the ownership was broken to make it untraceable. Climbing onto the elevator to change into his costume – the roofs still being watched – Spider-Man checks out the old Oscorp building and finds nothing – not realizing he's being watched by "Norman Osborn". Entering the hidden lab, "Osborn" gloats that his revenge against Spider-Man is drawing near.
Boarding the plane, Carnage cheerfully terrifies the flight attendant before making his way to the cockpit and asking the captain what's taking so long. The captain informs Carnage that he doesn’t have clearance for takeoff and that the wheels are still blocked, Carnage using his tendrils to rectify that problem, decapitating a man for not getting out of his way and throwing the severed head at the police with a threat to kill more passengers unless the plane takes off. Returning to the cockpit, Carnage tells the captain he’s gotten them clearance and asks him to relay a message to the New York control tower telling Spider-Man he’s on his way. Scaring the people out of first class, Carnage picks a seat and asks the flight attendant if they’re showing a movie.
Woken up from his first restful sleep in two weeks by a nightmare, Peter decides to go to the Daily Bugle for intel regarding the situation with Carnage. En-route he notices more of the Lifestream PMCs spying on him and ducks into the subway, borrowing a coat and hat from some teenagers to disguise himself. After reaching the Daily Bugle, he returns the borrowed clothes and thanks the kids, learning that he saved one boy’s mother from some muggers a year prior. Touched by this, Spider-Man reaffirms his dedication to his Uncle Ben’s mantra. Once inside the Daily Bugle, Peter changes out of his costume and is greeted by Katheryn Cushing – the Daily Bugle's city editor – who informs him of Carnage’s message. As Peter prepares to rush to the airport to stop Carnage, Kate tells him to take lots of headline-worthy photos – though Peter notes doing so is a secondary concern to stopping Carnage. Reaching the roof, Peter realizes the Lifestream PMCs are watching for him and changes in the stairwell intending to use his speed to evade them. As he starts to web-swing, however, he realizes they have him surrounded and is hit by a disorienting sonic attack that incapacitates him with nausea, causing him to crash-land on a roof before passing out.
In Norman Osborn’s old office, the man impersonating him has installed a new computer and opened a hidden doorway to a secret warehouse containing Green Goblin equipment. Inside the lab, the man impersonating Norman Osborn laces a Pumpkin Bomb with Dr. Catrall’s serum, intending to use it on Spider-Man when he arrives at the airport to confront Carnage. With his trap prepared, the man impersonating Norman Osborn sits at his desk and notes to himself that according to the original Green Goblin’s notes Spider-Man had almost gone insane after the murder of Gwen Stacy. With this in mind, he decides to kidnap Gwen Stacy’s closest friends – Flash Thompson, Liz Osborn, Mary Jane Watson-Parker, and Peter Parker – and murder them in front of Spider-Man to drive him over the edge.
Regaining consciousness, Spider-Man finds himself surrounded by four grey-suited thugs and pretends to still be knocked out, eavesdropping on their banter to learn that their boss’ name is Bogel. Once the remaining nausea passes, he launches a surprise attack and knocks the four thugs out, but just as he congratulates himself his spider-sense warns him of another two taking aim at him from an adjacent building. He dives off the rooftop but gets hit with the nausea-inducing weapon, barely managing to slow his fall with a web-line and tumbling into the subway. Making his way down the track to a spider-infested hole in the wall, he squeezes in to rest until the nausea subsides and promptly passes out.
Ten minutes later, Bogel interrogates his team and is left outraged by their utter incompetence. Berating them for failing to follow even basic common sense and causing significant collateral damage, he is relieved to hear that Spider-Man survived and tells his team to withdraw for the time being - secretly pleased that the next time he and his men encounter the superhero it will be a fair fight.
At Mary Jane’s apartment, she is met by Flash Thompson and Liz Osborn – who both inform her they got phone calls from an anonymous man telling them to come to her and Peter’s apartment. Just as Flash mentions the man said it had to do with Gwen Stacy, there is a knock at the door. Wary and suspicious, MJ goes to the peephole just in time for "Norman Osborn" to kick the door in and hold them at gunpoint, revealing he lured them all into a trap.
Spider-Man regains consciousness and recalls the last time he’d been down in the tunnels under the city, chasing a radiation-eating alien monster resembling a symbiote. As Spider-Man starts to extricate himself from the hole, his spider-sense warns him of an oncoming train and he narrowly evades it, making his way to the surface and hoping he’s not too late to meet Carnage’s deadline. As this occurs, the plane Carnage hijacked touches down and is immediately surrounded by a small army of cops and military police, as well as numerous reporters hoping to watch the rematch between Spider-Man and Carnage. Inside the plane, Carnage impatiently waits for Spider-Man to arrive.
Spider-Man exits the subway to see the street swarming with grey-suited thugs, and ducks back down the stairs to board a train – scaring an older woman, to the amusement of some teenagers.
Taken hostage by “Norman Osborn”, Flash Thompson, MJ, and Liz Osborn struggle to free themselves from the ropes binding their wrists and ankles – not wanting to wait for the man impersonating Norman Osborn to return. MJ and Liz try calling for help, but no-one responds. Before they can try again, the Green Goblin bursts through the window and grabs MJ, flying off with her. Liz manages to untie Flash, who returns the favor. The two escape just in time, hiding in a utility closet just as the Green Goblin returns for them. Waiting until the coast is clear, they make a break for it and search for a cop, but by the time they find one the whole world has learned what occurred.
Mary Jane regains consciousness to find she has been taken to the site where the Green Goblin killed Gwen Stacy, and begins calling out for help. At the airport, Carnage gets fed-up with waiting and grabs a flight attendant and a passenger, demanding to know where Spider-Man is. When no-one responds, he throws the passenger like a baseball and then threatens to kill a passenger every five minutes until Spider-Man arrives.
Chilled by the wind atop the bridge, Mary Jane sees the Green Goblin returning alone and for a moment is horrified that he killed Liz and Flash. Landing, the Green Goblin sneers that her friends escaped and that he couldn’t find her husband, then cheerfully remarks that it might be better this way considering how Gwen Stacy died. As the Green Goblin sets out to spring his trap, MJ wonders where her husband is. Arriving at the airport, the Green Goblin is surprised to see no sign of Spider-Man or Carnage. Keeping out of range of the police, he calls out to Carnage, who opens the plane door and is surprised to see the Goblin alive and well. Carnage verifies that the Green Goblin was the one who sprung him from the Vault, the two of them trading sadistic quips before the Goblin proposes a team-up to kill Spider-Man after driving him insane with the Pumpkin Bomb containing Catrall’s serum. Carnage agrees to the Goblin’s proposition and latches onto the Goblin Glider, casually dropping the flight attendant to her death as the two sociopaths laugh maniacally.
Getting off the subway train and exiting onto the street, Spider-Man is waved over by a civilian, who shows him live news footage of the Green Goblin and Carnage arriving on the bridge where Gwen Stacy was killed, and where Mary Jane Watson-Parker is being held hostage. Horrified at the realization that his nightmares are coming true, Spider-Man takes off to save his wife. Fighting sleep deprivation, Spider-Man arrives at the bridge haunted by his failure to save Gwen and determined not to let the same thing happen to MJ. Spider-Man attempts to rescue her, but is attacked by Carnage and the Green Goblin, who bicker over the Goblin’s annoying laugh. Taking advantage of the distraction, Spider-Man easily yanks the Goblin off his glider and sends him plunging towards the river, the Goblin recalling his glider at the last moment. Freeing MJ from the ropes binding her, Spider-Man quickly deduces that the man wearing the Green Goblin’s costume is not Norman Osborn – lacking his skill and superhuman abilities. Carnage’s banter reveals the fake Green Goblin’s plot and possession of Catrall’s serum, horrifying Spider-Man. Carnage tries to get the Goblin to toss the dosed Pumpkin Bomb into the crowd gathered to watch, but the Goblin refuses and throws it at Spider-Man. Before Spider-Man can snag it with a web-line and throw it out over the river, Carnage snares it with a tendril and hurls it towards the crowd below.
Assuming herself safe among the crowd of civilians, MJ turns to watch the battle – trying to stay calm despite being terrified for her husband’s safety. Meanwhile, Bogel and his team arrive at the bridge in time to watch Spider-Man knock the Green Goblin from his Glider and carry Mary Jane to safety. Deciding to help Spider-Man subdue Carnage and the Green Goblin, Bogel impersonates an FBI agent to get through the police barricade and position his men. Before they can do anything, the Pumpkin Bomb laced with Catrall’s serum lands in their midst and detonates, dosing them with it while narrowly missing the police and civilians. Reduced to a feral frenzy, Bogel and his men tear each other apart until they’re gunned down by the police.
Above, Spider-Man is horrified by the bloodbath, but Carnage is ecstatic and suggests the Green Goblin go get the rest of the serum. Furious, Spider-Man attacks them both – knocking Carnage off the bridge and sending the Goblin spiralling out of control with a single light punch. Carnage retaliates with a barrage of symbiote projectiles, narrowly missing the Goblin. As the Goblin pulls out a Pumpkin Bomb, Spider-Man angers Carnage to distract him and then tricks the Goblin into throwing the Pumpkin Bomb at the symbiote-augmented serial killer – knocking him off the bridge a second time. As the Green Goblin tries to ram him, Spider-Man nonchalantly evades and knocks him off the Glider again. Turning to deal with Carnage, Spider-Man underestimates him and is knocked off the bridge himself – narrowly catching himself with a webline. Spider-Man finds himself sandwiched between Carnage and the Green Goblin’s barrage of projectiles and barely evades them, snagging the Green Goblin’s glider with a web-line and getting pulled along by it. Webbing the Goblin’s eyes, Spider-Man sends him rocketing skyward and lands back on the bridge to confront Carnage. As the Goblin clears his eyes and dives towards Spider-Man, Peter waits until the last second before blinding Carnage with webbing and leaping out of the way – the Goblin slamming into Carnage instead and sending him flying off the bridge. Spider-Man snares the Goblin and yanks him off the Glider, but the Goblin cuts his web-line and escapes into the city; Spider-Man barely managing to tag him with a Spider-Tracer. Turning, Spider-Man watches as the out of control Goblin Glider smashes Carnage into the river, Cletus Kasady’s unconscious body surfacing shortly thereafter. Turning Kasady over to the authorities, Spider-Man sets off to hunt down the imposter Green Goblin.
Tracking his quarry to an abandoned Goblin lair near the old Oscorp Headquarters, Spider-Man discovers Dr. Catrall’s serum and hides it. Progressing deeper into the lair, he finds the imposter Green Goblin trying to get a second Goblin Glider running. The Goblin blasts him with a barrage of sparkle beams, but Spider-Man uppercuts him off the Glider. The Goblin launches a barrage of Pumpkin Bombs, stripping out of his costume in the chaos and making a getaway. Checking that Catrall’s serum is still secure, Spider-Man pursues the fake Norman Osborn and catches him mid-transformation – revealing him to be the Chameleon. Spider-Man tries to pursue him, but loses him in the crowd; taking solace that at least the real Green Goblin wasn’t back.
Stopping by the Daily Bugle, Spider-Man calls Reed Richards and informs him that he secured Catrall’s serum, giving him directions to it. Calling Mary Jane to see that she made it home safely, Spider-Man sets out to meet Mr. Fantastic at the old Goblin lair and regales the entire story to him. Producing an adamantium briefcase built to securely store the serum, Reed places the vial inside, explaining that he rigged it to need his biometric signature to be opened, and that if separated from him for more than a minute the locks would fuse.
Two nights later, Peter Parker, Mary Jane, Flash Thompson, and Liz Allan have dinner together at a pizzeria; Peter pleased at the paycheck he got from the Daily Bugle and at finally having gotten a decent sleep. Contented and still more-than-a-little sleep-deprived, Peter happily dozes off.
- Gwen Stacy is erroneously stated to have been killed at the Brooklyn Bridge.
- The novel references the events of Spider-Man: The Venom Factor and Spider-Man: The Octopus Agenda, tying it and Spider-Man: Carnage In New York to Diane Duane's CCRC Trilogy.