- Eddie Brock/Venom (Final appearance)
- Daily Bugle
- Jim Rhodes/War Machine (Final appearance)
- Tony Stark (First appearance as Iron Man)
- Detective Terri Lee
- Aunt May Parker
- Mary Jane Watson
- Madame Webb
- Dr. Curt Connors
- Time-Dilation Accelerator (First appearance)
- War Machine Armor
- Iron Man Armor
As Carnage prepares to destroy Spider-Man, Venom interferes, claiming Spider-Man is for himself to destroy alone. The two fight, but Baron Mordo splits them up and commands that they deliver the inter-dimensional probe to Dormammu immediately. They subsequently follow his orders and flee the Stark Enterprises building with the probe. After they have left, J. Jonah Jameson arrives and attempts to unmask an injured Spider-Man, but he is stopped by War Machine, who is hurt. Tony Stark appears on a television screen and tells Spider-Man to get him to a hospital, and that he will send Iron Man to help him get the probe back.
After Venom and Carnage hand the probe over to Dormammu, they begin to fight again, but Dormammu tells them that if he is to leave his own dimension an equal amount of life force is required to be sent there to replace him. However, Venom tells him that he considers his debt to have been paid and leaves, although Dormammu considers Carnage sufficient enough for the assignment.
As Carnage drains the life force of many civilians, including the police force and the military who are powerless to stop him, Spider-Man tries to stop him but nearly has his own life force drained. However, Carnage's body can hold no more life energy and he leaves Spider-Man to return to Mordo's lair where he is drained.
Venom visits Peter's house, where he sees his Aunt May and Mary Jane Watson. Mary Jane remembers Brock and knows that he isn't Peter's friend. Venom then goes to the Daily Bugle, where he attacks Jameson, his old boss who had previously fired him. However, Doctor Kafka is there as well and tries to help him reject the symbiote, but when he spots Spider-Man, his anger resurfaces and he attacks him. Iron Man then arrives and stops Venom, who flees.
As Spider-Man and Iron Man go after Venom, Madame Webb communicates with him and shows him Ashley helping Brock de-tach from the symbiote with the assistance of Dr. Curt Connors, who knows of the symbiotes sonic weakness having analysed a piece of the symbiote from Spider-Man several months ago. She then shows him Carnage waiting in Detective Terri Lee's home, someone Kasady considers to be an enemy and wants to drain her life force.
Spider-Man sets out to save Detective Lee, but Carnage drains both of their life forces, before draining Ashley's when she arrived to help him, since he is also her patient. Mordo then teleports Carnage away with Ashley. Spider-Man and Iron Man then go to Brock to ask him where Mordo's lair is, but Brock insists on becoming Venom again to save her, and re-bonds with the symbiote, but allies with Spider-Man and Iron Man.
Spider-Man, Venom and Iron Man go to Mordo's lair to save Ashley. They are challenged by Mordo and Carnage, who releases the life energy into Dormammu's realm. Dormammu surfaces through the inter-dimensional portal. However, Spider-Man reconfigures the probe and Dormammu begins to get sucked back into his own dimension. The life force of all of Carnage's victims then returns to them, and they wake. However, Spider-Man cannot close the portal completely since Dormammu has created an energy link between himself and Carnage, so Venom throws him through the portal. Carnage tries to drag Ashley through with him, but Venom jumps through the portal to stop him and both him and Carnage are banished into Dormammu's realm. Spider-Man and Iron Man then close the portal.