ACT 1: Having his symbiotic half ripped from his body has left Cletus Kasady in a state of delusion with bouts of hallucinations. The prison guards are aware of that and are taking advantage of his condition to poke fun at him. Cletus, however, strongly believes that it is only a matter of time before he merges back with the symbiote. At that moment, at the Manhattan penthouse apartment of Peter, Mary and May Parker, the phone is heard ringing. May, who is present at the apartment, picks up the phone. At that exact moment, somebody comes up the elevator leading to the apartment. May asks the person at the other end of the line to hold on for a moment while she quickly says hi to Jill and Arthur Stacy, who come in from the elevator. May returns to the phone and receives the same news that Arthur and Jill seemed to have just been told: the plane that Mary Jane was onboard has exploded in mid-air. May drops the phone on the ground.

ACT 2: Meanwhile, Peter has donned his Spider-Man costume and is patrolling the City. He comes across a car accident involving a bus from the Department of Corrections dangling from an overpass and a couple other cars. Web-slinging down, he rescues a cabbie trapped in his burning taxi and then proceeds to help out the security guards in the bus. The guards tell Spidey that they were transporting Cletus Kasady at the moment of the accident and that he has disappeared in the middle of all the chaos and confusion.

ACT 3: Back at the Parker's penthouse apartment, Joe Robertson, Marla and J. Jonah Jameson have joined May and Arthur and Jill Stacy. Everybody is devastated at the latest news and offers their support to May. One thing that they are all pondering about is whether or not Peter even knows about it. Peter...huh...Spider-Man is busy searching for evidence around the scene of the accident and finally discovers what he had been looking for: a pair of handcuffs; Cletus Kasady is free.

ACT 4: At that exact moment, not far from there, we find Cletus covering his half-naked body in a red substance that strangely resembles blood. It is not blood however, but rather red paint, stolen from a hardware store. A short time later, Cletus/Carnage is walking in the middle of the street and is yelling at passing cars to stop. He jumps atop a long black limousine and screams that he is Carnage, Death Incarnate. The limousine driver, a rather shabby-looking guy, climbs out of the limo and grabs Cletus by the ankle to try and remove him from the top of his car. Knife in hand, Cletus takes a swipe in the guy’s direction, almost slicing him across the abdomen. Pissed off, the guy is about to take a gun out from underneath his blazer when the Kingpin, who is sitting at a table in a restaurant right behind him, tells him to stop and to look up. The guy looks up; Spider-Man has arrived. Spider-Man drops down and in a matter of seconds, Cletus is apprehended and webbed up to a nearby light post. His job done, Spidey returns to his penthouse apartment and switches back to his civilian clothes, re-becoming Peter Parker. Peter makes his way into the apartment, where Aunt May has been waiting for him. Peter immediately knows something is wrong with her when she begins to cry in his arms. The issue ends with May telling Peter about Mary Jane.