Where is Spidey, you might ask? Well, he too does manage to get himself and the Black Cat out of the building before it comes down. He then checks up on Brock/Venom who lies unconscious on the ground. Brock/Venom awakens and seconds later, he transforms back into Venom and immediately asks Spidey if he nailed Carnage. Spidey responds that he did not, as he wasn't going to leave the Black Cat to die inside the burning theatre. Venom is so pissed off at Spidey for not trying to stop them that he wants to kill him. The Black Cat intervenes and tells them to stop. She lashes out at Venom for getting mad at Spider-Man for saving her then for wasting time trying to bash his head in, while Carnage and co. are getting farther and farther away. Venom is not too pleased with her but he agrees that they must put their differences aside and find those maniacs. Spidey asks Felicia if she is up to it and she gets mad at him for treating her like some damsel in distress who needs the big hunky hero to come and save her. She goes on ranting that even if she couldn't have gotten herself out of the theater, her life doesn’t mean a thing when it is weighed against the slaughter that could be going on out there right now. Venom is quite pleased to hear her say that but not Spidey. Fed up with playing by Venom's bloodthirsty rules, Spidey tells Felicia that he'll do everything in his power to stop Carnage and the others, but he intends to do it his way, alone, without Venom. Venom is fine with that idea and swings off. Felicia takes off after him, leaving Spidey behind.
Carnage, Shriek, Doppelganger and Demogoblin are making their way across the City creating chaos. Demogoblin does not like the idea of randomly creating mayhem and wants them to have a plan, a purpose. Carnage does not have a plan or purpose and really does not want to have either. Him and Demogoblin get into a bit of a squabble but Shriek stops them and reminds them that there are millions of humans out there ready to be killed so they should get going. Both villains reluctantly agree and the four of them continue on their murdering rampage.
Meanwhile in Forest Hills, Queens, Peter feels depressed and would like to talk to Aunt May about it but finds himself incapable of doing so. He wish that Uncle Ben would be there to guide him through this difficult time. Aunt May offers words of comfort and tells Peter to listen to his heart. The two hug each other, not knowing that Richard, Peter's father, is eavesdropping on the other side of the door and appears heartbroken that his son would not confide in him or ask for advice. As Peter prepares to leave, his father comes out of hiding and tells Peter how he overheard him while he was talking to May in the kitchen. As a result of overhearing that conversation, he wants to give him some advice; so he does. He explains how he met the devil face-to-face when he was locked away in a Soviet prison for nearly twenty years and how it made him realized that, however well intentioned Uncle Ben and May were, they were wrong to fill his head with fairy tales about the goodness and decency of the human heart, because when it comes to the devil, there is no why, no rhyme, no reason, which is why men have to fight fire with fire. While he explains all this, Carnage and co. continue to create mayhem and murder innocent people all over the city. Richard continues explaining that he wouldn't be sitting here today if he lived life the way Uncle Ben and Aunt May did, looking for the good in everyone. Peter replies that he understands what he went through, but he personally doesn't see life that way. Richard replies that Peter cannot understand, as he never had to walk through hell the way he and Peter's mother, Mary, did. He adds that he doesn't want to see the devils break his son the way they broke him. Not knowing what to say, Peter tells his dad that he has to go. After Peter leaves, Aunt May comes out of the kitchen and appears to feel great sadness for Peter's father.
Venom and the Black Cat arrive at one of the scene of Carnage and co.'s rampage but the latter is already gone. They are both equally upset that they arrived too late to stop them but help materializes out of thin air: Cloak. He explains that he needed some time to gather his energies after Dagger was killed, which is why he was away. The Black Cat is impressed with Cloak's perseverance to stop Carnage and the others but Venom could care less. However, Venom does agree with Cloak's suggestion that they need reinforcements, as long as he gets to kill Carnage.
Carnage and his gang continue their rampage through a local restaurant, killing everyone in sight. They then exit the restaurant and march on in search of more people to kill. Nearby, the villain known as Carrion emerges from a sewer manhole and follows them at a distance.
Spider-Man is web-slinging across the city when his spider-sense kicks in. As he looks down, he sees what triggered his spider-sense. Hundreds of thugs have taken over entire streets and are hassling innocent bystanders and stealing all that they can put their hands on. Spidey swings down just in time to save a man from being clubbed to death. His prowess is short-lived when the remaining ninety-nine thugs surround him and jump in all at once. Furious, Spidey fends their attack off and decides that from now on, he’s not going to hold back and there will be no mercy.
To be continued in Web of Spider-Man #102.
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