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Move over Venom -- here comes Ultimate Carnage! And what strange connection does Dr. Curt Connors have to the story? Things really get weird as the Ultimate Punisher drops by for a visit, and we introduce…Ultimate Ben Reilly!?

Peter Parker has renewed his acquaintance with Doctor Curt Connors, a professor at Empire State University, when he suffered an injury during a battle. Connors and Peter both know each others secret identities, as The Lizard and Spider-Man respectively.

Connors stitched up Peter's wounds, despite not being a medical doctor. At the end of his rope scientifically, Connors put some blood Peter left on a slide and was astonished by what he saw under the microscope.


This is the first appearance of Ultimate Carnage and Ben Reilly.

Although the front cover says part 2 but inside says part 1 of 5. This is because this is part beginning of Ultimate Carnage.


Peter's not feeling too well. Aunt May ordered Peter to stay home and asked Gwen, the lovable live-in orphan girl, to collect Peter's schoolwork for him.

Back at ESU, Sam the security guard greets Doctor Connors' lab assistant, Ben Reilly. Sam reports that Connors never went home last night. Sure enough, Ben found Doc Connors asleep at his desk, but also found the slide in the microscope, which he found equally astonishing. Connors jerks awake from his nightmare. When Ben expresses interest in what the slide could mean for modern science, Connors swears Ben to secrecy.

Utterly disappointed in what television had to offer, a sick Peter gets a call at home from Doctor Connors, asking if they can meet. Sick as a dog, Peter drags himself to a coffee shop. Connors reveals that Peter's DNA is a modern scientific miracle that has myriad applications in fighting diseases like Cancer and Alzheimer's. Saying it's almost their responsibility to try, Connors manages to convince Peter to permit him to use his DNA for further testing (as scientific ethnics demand).

Two months later, Spider-Man breaks up an encounter between The Punisher (the vigilante who puts criminals down (permanently) and Boomerang (the lame Aussie villain that I put down mercilessly). Although he knows the story of how The Punisher lost his family to a bunch of crooked cops, Spider-Man still gives 'im the old "thwap and smack". Boomerang offers Spider-Man $10,000 to swing him to safety. Instead, Peter leaves Punisher and Boomerang webbed up for the cops.

Peter swings back to Connors' lab at ESU to get another wound treated. Connors notes that Peter's looking much healthier, and that they got the grant money because of the work with Peter's blood (which, to the public, is merely the side-effect of another experiment). Peter asks to see it, but Connors says he's running late to meet his kid. Peter swings off.

Connors goes into the next room and relieves Ben Reilly from work. Ben recommends they increase the temperature to 86 degrees before making a presentation. The two leave, but the issue ends with an ominous look at the sample, which bears an uncanny resemblance to a baby.



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