Appearing in 1st story
- Frightful Four
- Spider-Man (Otto Octavius/"Peter Parker") (Main story and flashback)
- J. Jonah Jameson (Only in flashback)
- Bentley 23 (Mentioned)
- Spider-Man (Peter Parker) (Only in flashback)
- New York City
- City Hall
Synopsis for 1st story
In a flashback to a few moments before, Spider-Man has his Spiderlings haul a furious Jameson to the safety of a bunker, disregarding him as a liability while smugly noting to himself that as always he is the smartest person in the room and that almost nothing surprises him anymore. Turning to his Spiderlings, Spider-Man tells them their opponents are the Wizard - a dying old man with only hours to live, and Cletus Kasady - who despite being bonded to the savage Carnage Symbiote was lobotomized and brain-dead. Sitting in the mayor's chair, Otto tells them he's estimated that it will take the Spiderlings seven minutes at most to subdue their adversaries, thinking to himself that none of the events that have transpired phased him in the slightest. However, when the Wizard, Klaw, and Carnage arrive, Otto notes that he is in fact somewhat surprised. The Wizard proclaims that the Frightful Four have taken city hall, but Spider-Man retorts that his Spiderlings are more than equipped to take out Carnage and Klaw, telling him to surrender. In response, Carnage throws a pair of shuriken that decapitate the two Spiderlings before they can react. As the Wizard and Carnage open fire, Otto barely dodges and scolds himself for forgetting that the Carnage symbiote doesn't trigger his Spider-Sense. However, when Carnage remarks that he's not Cletus Kasady but a "superior model", Otto is enraged by the appropriation of his epithet and attacks all three of them before they can react and causing Klaw to shoot his arm-cannon at Carnage, who ducks so that the blast blows a hole in the wall. As Carnage throws a grenade, saying it will take more than bad aim to stop him, Otto retorts that's why he had an opening created for his Spiderlings. The grenade detonates, launching Spider-Man into a wall as the Wizard orders Klaw to take out the Spiderlings. Thinking to himself that he'd never have thought the Wizard could have led the Frightful Four so effectively, he prepares to fire a web-line to yank off the Wizard's helmet but is disoriented by Klaw.
As Klaw's arm-cannon malfunctions, Spider-Man tackles the Wizard out the window and into the crowd of reporters and journalists, who immediately begin taking pictures and asking what his goals are. Spider-Man angrily reprimands the media for giving the Wizard the exposure he wanted, but is berated for attacking a feeble-minded old man. Seething, Otto webs up the Wizard in order to take the fight somewhere private. Holding onto the flagpole, Spider-Man tells the Wizard that he's lost and should surrender, but the Wizard infiltrates his mind to discover Spider-Man's secret identity, learning of Otto's brain-jacking. Spider-Man drops the Wizard in shock sending him plummeting to crash-land onto a parked car, where he remarks that his brain must finally be shutting down since he can't even read the right minds anymore.
Inside the city hall, the Carnage symbiote jubilantly takes over, killing the Spiderlings before turning to confront Klaw. Realizing something has happened to the Wizard, Klaw attempts to subdue Carnage, but his arm-cannon malfunctions as Carnage attacks. Outside, Otto berates himself for dropping the Wizard, landing next to him. Recalling how he was once in the Wizard's position, Spider-Man reveals his identity and tells the Wizard to get Carnage to stand down and then he'll let him see his son. Carnage abruptly slashes Spider-Man from behind, and Otto scolds himself for letting his guard down before radioing for backup. Carnage tells him help won't be coming, quipping that he originally thought the jacket was a pointless addition as he reveals he'd hunted down and removed the tongues of all the Spiderlings. Furious, Spider-Man attacks, but Carnage shrugs him off, saying that the weapons were fun but that nothing beats the taste of flesh. As Carnage transforms the coat into a flurry of tendrils, Spider-Man grabs the Wizard and urges him to take back control. Klaw grabs Spider-Man from behind and smashes him into a wall, not realizing they're on the same side as he prepares to explode Spider-Man's head. Carnage abruptly impales Klaw with some vibranium taken from the Wizard's arsenal, quipping that the metal is Klaw's one weakness and that he was waiting for the right moment to use it on him. As his body destabilizes, Klaw berates Carnage for ruining their plan when they were so close to winning, apologizing to the Wizard before exploding into a shockwave of sound that sends everyone flying.
As Spider-Man picks himself up, dazed, he sees Karl Malus - who he does not recognize - devoid of the symbiote and realizes that Cletus Kasady wasn't the host. Congradualting himself on a victory, Otto looks around for the symbiote, intending to contain it before it can find a new host. The Wizard interrupts his train of thought by asking if he's dead, having been drenched by a viscous crimson fluid that begins to cover his body and take over his mind.
• It’s the moment you’ve been waiting for! SUPERIOR CARNAGE vs SUPERIOR SPIDER-MAN with enough blood and bluster to rival Sunday nights on HBO.
• KEVIN SHINICK (Avenging Spider-Man) and STEPHEN SEGOVIA (X-Treme X-men) will never have a career in politics after what they’ve done to the mayor’s office.