In downtown Doverton, Mercury Team is
locked in combat with the transformed townspeople. Then Carnage
(Cletus Kasady), backed by the mutated Avengers, joins the fray. The
fight is going against the heroes until Spider-Man leads the
resistance into battle. As Eric Morrell tries to rescue his wife, who
is slowly being strangled by Carnage, Spidey takes on the Big Bad
and soon finds himself at a disadvantage. Then Venom (Flash Thompson)
arrives and blasts Carnage with a sonic weapon. The blast loosens
Kasady's grip on the town—until Spidey stops Venom from killing
Kasady: this allows Carnage to regain his power over everyone—and
then Scorn comes in driving a huge mechanical scoop, carrying off
Carnage and Venom. She dumps them off at the packing plant where she
has constructed a device to separate the symbiotes from their
hosts—and it does. The Avengers and townspeople are set free—but
at the packing plant, Cletus Kasady is about to kill the defenseless
Flash Thompson....