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Venom scales the building to find (much to his confusion) the tendril disappearing into a computer. Rather astutely, Venom deduces that Carnage must have found a way to travel through the phone lines via a modem.

Armed with microwave heat projectors, the remaining guards at Ravencroft are slowly pushing Carnage back into his cell. Col. John Jameson suggests they concentrate all fire and kill the escapee, much to the horror of Dr Pazzo who refuses to stoop to the type cold-blooded murder that Kasady himself would condone. Dr Kafka agrees with her, so long as they are able to regain control of the computer systems in order to keep him restrained. Jameson cannot accept the risk to public safety but allows Kafka 1 hour to get the system up and running before he takes Kasady out. From the computer in his cell Carnage informs them that their plan of contacting the head of programming at EVVG is pointless, seeing as he's currently street-pizza and that they should have killed him whilst they had the chance.

Midtown Manhattan has been cordoned off around the accident scene. Clive is loosing his patience as he has an 'appointment' to get to, and when Kristin asks if he is at least happy to see her after having travelled from Chicago to see him he simply asks her if she has any cash on her. Venom leaps onto the cop car blocking the street in from of Clive's' taxi and morphs his symbiote into a police uniform as he hijacks the car and sets off for Ravencroft. Brock muses over Kasadys' breakout – deducing that he has the potential to travel to any location fitted with a terminal and a modem. Over the police intercom there is a report that there has been a blackout at the security facility (a cover up to hide the escape of Kasady).

From his penthouse Fordham Rhodes, President of EVVG discusses the hit that Carnage Unleashed is sure to become on its midnight release, especially when gamers can go online against the real Cletus Kasady. His wife reminds him that the lead designer is likely to discover that Fordham has been skimming profits – a threat that Rhodes instantly dismisses, but is curious as to why the man hasn't been answering his phone all night.

Carnage has hacked into and shut down all phone lines and exchange stations in the area. While Dr Kafka and Pazzo squabble over whose fault it was that allowed Cletus so much time to instigate his plan, Jameson prepares to lead his strike team into battle – Carnage has the option to stand down before they launch a full-scale attack with flamethrowers, sound guns and rocket launchers. Dr Kafka starts another ethical debate, but Jameson is in no mood to argue the point. Carnage charges the group, ignoring their demand that he stand down. The guards open fire with the microwave cannons to no effect. A volley of missiles and grenades are launched, engulfing the symbiote in a ball of flames. The stand down order is given and a team called in to remove the rubble and scrape up whatever remains of the target.

In the East Village Clive and Kristin arrive at his ram shackled apartment. Despite this Kristin seems happy all the same, and doesn't even refuse when he asks her to hand over the money she was using to buy an amp. He leaves her to make herself at home while he goes to conduct some business with some associates. She sits among the debris and begins to sing about her disillusionment.

Confident that the threat has been permanently eliminated (despite any traces of a body), Jameson's' team have powered down their weapons while Dr Kafka checks the damage caused to the computer mainframe – discovering Carnage was able to hack his way into the holographic projector. On cue, Carnage and four projections appear. The order is given to shut down the whole system, but as the mainframe has two built in security systems this proves impossible. With their heavy weapons off-line the guards open-fire on the multiple targets with their side-arms. In the confusion the real Carnage grabs Dr Pazzo and leaps form the window into an armoured jeep – colliding with Venoms' police car as he makes his get-away. Venom leaps onto the jeep and the two engage in a brawl while exchanging poorly constructed threats. Carnage is at last able to push Venom off the vehicle and into the path of a train (which fails to attract any serious attention from its drivers).

As Carnage continues his rant about the freedom of chaos (during what I could only imagine to be the longest car journey in history), Kristin continues to sing about her inner musings. A short time later at Gran Central Station the two train conductors inspect the train to see if they'd hit something earlier. Failing to spot the large black streak across the front carriage they leave. Venom oozes free, severely weakened but ready for round two.

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