Carnage invades Empire State University and kills a classmate of Peter's, chip. Peter gets the news at his Aunt May's and goes to investigate, hearing a report of a savage monster like several other witnessed killings around New York recently. Peter then meets up with Mary Jane and tells her about the situation. He recants when he first got the alien costume and Venom's creation, and how he tricked Venom into thinking he succeeded in killing Peter, leaving them on a deserted island contented to remain there. Peter tells MJ he worries that Venom may not have stayed on the island like he thought, based on the witness accounts.
Later at the Daily Bugle, Peter does some research into Venom's recent past and comes across information on his cellmate, Cletus Kasady. Spidey and Peter set out to explore Cletus' life to get a feel for how his mind works, saving the orphanage where he grew up for last.
Spidey finds Cletus in the middle of the burned out building but is quickly discovered thanks to the symbiote. Carnage engages Spidey, who soon realizes this is a whole breed ABOVE Venom's caliber with the things his suit can do. Two police sent to investigate the noise from the orphanage complicate matters as Carnage turns his attention on them and Spidey tries to save them. This lets Carnage sucker punch Spidey and get away. Upon finding a message scrawled on a wall, possibly in Cletus' own blood, Spidey wonders what kind of monster he's up against.
With the body count rising, other heroes busy with their own business and Peter realizing he can't handle Carnage alone, he comes to one dangerous conclusion; he has to set Venom free.