Spider-man and the rest are now looking for clues which brings them to Estate Home for Boys. When Venom brings up the fact that Carnage might be stronger but he still has Venom's weaknesses. This then brings Spider-man, Black Cat and Venom to Four Freedoms Plaza, as Cloak teleports around to find Firestar. Meanwhile Carnage and his crew are trashing a museum and killing everyone in their path. Then the N.Y.P.D. Show up to end Carnage's reign of terror when Carrion shows up and helps Carnage kill them. Carrion is then recruited as part of the Carnage family. However Deathlok learns of this through searches over the internet about the increased violence and then goes to find the source of it. Deathlok then fights Carnage and his 'family' but is then defeated after a courageous fight. Back at Four Freedoms Plaza, Spider-man and the rest retrieve the Sonic gun made by Reed Richards, and head back to Estate Home for Boys. Cloak arrives with Firestar and Spider-man now believes that they have a fighting chance.
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