- Spider-Man/Carnage (Peter Parker) (First appearance as Carnage) (Merges with and loses the Carnage Symbiote) (As Howard the Duck in his imagination)
- Venom (Harry Osborn) (Brief return as Venom) (Merges with and loses the Venom Symbiote)
- The Goblin (Norman Osborn)
- Carnage (Symbiote) (First appearance) (Absorbed by the Venom Symbiote)
- Venom (Symbiote)
- Batroc the Leaper (Georges Batroc) (Cameo)
- Daily Bugle Communications
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Howard the Duck (Vision)
The Goblin returns and attack Spider-Man as he rides his cycle across the city. Through pumpkin bombs at the wall-crawler, from his Goblin Glider, destroying a building on the way. The team arrive and Power Man helps steady the building. Peter meets with Harry and gets a ride in his Limousine, but they are attacked by the Goblin, and he was not there for Harry but for Peter. He takes Peter to his secret lab and injects him with a version of the Venom symbiote. This new version takes over his body and starts destroying the lab, which impressed the Goblin dubbing his new creation "Carnage". The Carnage symbiote goes to Harry's apartment where it attack the team. Harry then confronts the creature which bonds with the symbiote within him becoming Venom once more. Venom then goes to the Goblins hideout to confront his father, with Spider-Man not far behind. Venom attacks his father, which gives Spider-Man time to slip away and return as Peter. He begs harry to give up the symbiote, he rejects the creature. As the Goblin is about to attack he starts to realise that Peter Parker could be Spider-Man, but he is attacked by Iron Fist in Peter's Spider-man suit. Destroying the lab the Goblin escapes. Iron Fist returns his costume as Harry deals with the rejection of his father.
- This Carnage is based on the Ultimate version, which was also created from Peter's blood.