PREVIOUSLY: In Spectacular Spider-Man #149, an ESU student and rival classmate of Peter's, by the name of Malcolm McBride, stumbles across a vial containing the Carrion virus after he secretly follows Peter inside the lab of the late Professor Miles Warren, also known as the Jackal. McBride experiments with the virus and is accidentally transformed into the new Carrion. The new Carrion immediately sets out to avenge the death of Gwen Stacy by confronting he whom Carrion (the original) deemed responsible for her death: Spider-Man. The two arch-nemesis battle it out in a cemetery but Spider-Man has the upper hand and manages to subdue his foe.

In Spectacular Spider-Man #161, Robbie is finally exonerated of the charges of misprision of felony for which he was initially convicted of and actually spent time at the Lewisburg Federal Penitentiary over the last twelve issues. But just as things seem to be looking good for him, he and his wife Martha come under attack by the Hobgoblin at their son's house during a celebration for his recent acquittal. Fortunately, both the Puma and Spider-Man, and Tombstone – who remained unseen – come to the Robertson's rescue and the Hobgoblin is sent packing. During said battle with the Hobgoblin, Spider-Man drops pieces of paper containing information about the Carrion virus, which the Hobgoblin picks up.

Several feel below the ground surface in the sewer systems, we find Spider-Man tied to a wall by his arms and legs, the Hobgoblin and Carrion both hovering around him, taunting him. Like any good super-villain – and by good I mean bad – the Hobgoblin reveals his plans to Spider-Man, which is to sell his cadaver to one of his rich enemies (e.g. the Kingpin). Carrion is freaking out and just wants to kill Spidey right there and then but the Hobgoblin manages to convince him to wait until he makes arrangement to sell his dead body first. The Hobgoblin then flies off, leaving Spidey and Carrion behind. A few minutes after the goblin is gone, Carrion pulls out a picture of his mother from underneath his garments and begins to stare at it, trying to remember about his past as Malcolm McBride. This strikes Spider-Man as being odd and he decides to keep that in mind for when the time comes for him to confront Carrion.

Meanwhile, back on the surface, Mary Jane storms into the Four Seasons Restaurant and confronts Thomas Fireheart, a.k.a. the Puma, about him helping Peter and repaying the debt of honour he supposedly owes him. Fireheart explains to MJ that the debt he owes Peter is ethical, not physical and that whether he dies or not is entirely beside the point. Walking away, MJ tells Fireheart to find himself a dictionary and to look at the word hypocrite, where he will find a picture of himself.

Meanwhile at a mansion on Long Island, the Hobgoblin meets with Hammerhead, who was the one who hired him a couple of days ago to kill Robbie Robertson, and offers to deliver the head of Spider-Man on a plate in exchange for monetary compensation. Hammerhead somehow agrees to this and the Hobgoblin takes his leave. Just then, Tombstone enters the room and faces up to Hammerhead and admits that he doesn't like the fact that he hired the Hobgoblin to kill his pal Joe Robertson. Hammerhead replies that he did so to make up for the fact that he – Tombstone – is a federal fugitive while Robbie walks free. As Hammerhead walks away, Tombstone's thoughts reveal that nobody hurts Robbie, except him.

Back underground, Carrion is still looking at the picture of his mother so Spidey asks him what she would say if she could see him now. Carrion tells Spidey to shut up but Spidey continues his assault and calls him a freak and a monster that can't even remember what it has lost and left behind. All the while, Carrion advises Spidey to remain quiet but finally loses his temper when Spidey tells him that he is too scared to find out. Grabbing some red dust from his handbag, Carrion throws a handful in Spidey's direction but Spidey manoeuvres his shackles in the path of the dust. Upon impact, the shackles disintegrate and Spidey is set free. Carrion throws more red dust at him but Spidey dodges the attack by leaping out of harm’s way. Spidey proceeds to snag the ceiling above Carrion with a web-line and then pulls the whole ceiling down on him. Just then, his spider-sense kicks in and the Hobgoblin arrives on the scene.

Meanwhile above, city officials and cops are trying to figure out why the road caved in across from Malcolm McBride's mother's house (Spidey's pulling-down-the-ceiling-move caused it). Mary Jane arrives on the scene and makes her way into Mrs. McBride's house where she finds her weeping for her son. Mary Jane introduces herself and tells Mrs. McBride that she is there because, like her, someone she loves is in trouble.

Back in the sewer tunnels, the battle continues between Spider-Man and the Hobgoblin. Unable to manoeuvre as he would if he were above ground, Spidey tries to lead the Hobgoblin out of the sewers. A pumpkin bomb grants him his wish and blows him out of the hole in front of the McBride residence. Spidey manages to grab hold of a lamppost to stop the spinning and catch his breath but he's quickly followed by the Hobgoblin who emerges from the same hole.

Meanwhile, inside the McBride's residence, Mary Jane and Mrs. McBride have heard the explosion and knowing that it might have been caused by Malcolm/Carrion, the two of them run outside to try and stop him. Outside, Spidey is still trying to shake the explosion off just as the Hobgoblin approaches him, pumpkin bomb in hand. Just then, MJ and Mrs. McBride also show up on the scene. As they look at Spider-Man, they fail to notice that Carrion is coming up behind them. Spidey, who has noticed this, launches himself at them and pushes them out of harm’s way. The Hobgoblin mocks Spidey for trying to protect them from Carrion's touch of death and prepares to throw a pumpkin bomb at the three of them. Suddenly however, Carrion has some kind of change of heart and he turns on the Hobgoblin and blocks his pumpkin bomb. The bomb detonates, pulverizing them both and sending their burned corpses down the hole where the heat from the explosion ignites a gas leak in the sewer which creates another amazingly loud explosion. Back on the surface, MJ asks Spider-Man if Carrion actually did shield them. Spidey replies that he meant to shield his mother, not them, and that he found his own Carrion cure, the only medicine that can ever heal death...a selfless love.

The end...for now.