Meanwhile at the Parker apartment, Mary Jane is worried sick about Peter and wonders where he is. Angry, she throws the book she was reading across the living room. She then grabs a pillow and prays to God that Peter doesn't get killed.

Pissed off at Shriek for having killed Dagger, his partner, Cloak dodges one of Shriek's sonic blasts, teleports behind her and tries to imprison her in the dark dimension within his cape. The results are quite unexpected however because Shriek emerges from the cape unscathed and attacks him. While she shoots sonic blasts at him, she explains that the reason she emerged unharmed is that he once trapped her in there when she was still a drugged-out groupie trying to make a score years ago. When she emerges from there, she had been pushed right over the edge, making her the grade-a lunatic she is today. As they continue fighting, she goes on explaining that if it weren't for him turning her into a raving lunatic, Dagger would still be alive. Cloak is very angry and tries to take her down but Shriek gets the best of him, using her psychic powers to amplify his guilt, anger, and shame, and Cloak has to resort to disappearing within his cape.

Using those same psychic powers, Shriek manages to brainwash nearby innocent citizens into joining the battle on their side. Realizing that Shriek was behind the waves of violence that had been spreading across the City, Spider-Man wonders what effect her powers are having on him and his teammates. His question is answered immediately, as Morbius prepares to kill one of the citizens who was attacking him. Thankfully, Black Cat intervenes and stops him from committing the deed. Morbius is not very pleased with her and tells her to move aside, if she doesn't have the stomach to do what is necessary. Just then, one of the citizens clobbers her and she is knocked out. Morbius is distracted by this and Demogoblin uses that opportunity to take him out using one of his demon bombs.

Spidey tries to take down Carnage by himself but the miscreant is too powerful and comes close to killing him. Thankfully, Firestar comes to his rescue and hits Carnage with a bolt of fire. Scared (of fire), Carnage takes off running in the opposite direction. Venom shows up and informs the two of them that Carnage might not be afraid of sonic blasts anymore but heat and flames still send him running for the hills. Firestar informs Venom that she already tried that but as soon as she let go, Carnage simply reformed himself. Venom explains that the trick is to not let go until Carnage is dead. At first resilient, the two of them soon realize that there is no other way to stop Carnage and the others. Firestar takes off flying and finds Carnage. She immediately hits him with the strongest bolt of fire she can conjure, while Spidey and Venom watch on. Venom is ecstatic and enjoys seeing Carnage suffer like that but Spidey realizes that he was wrong and implores Firestar to stop, in the name of God. His symbiote half-ripped from his body, Carnage struggles to stay alive. Shrieks runs over to check on him. Venom is furious and attacks Firestar. Exhausted from having used her powers way past her limits, Firestar is unable to fend for herself. Spidey comes to her rescue but Venom sends him flying away with a solid backhand. Just then, Carnage, who has regained his strength, and Shriek, who is helping him out, confront Venom. Carnage lets Shriek have the first crack at Venom and does she ever!! Though Venom comes close to tackling her, Shriek's sonic blasts are too powerful and his symbiote is severely weakened. As Eddie Brock, Venom's alter ego, lies half-naked on the ground, Carnage and Shriek go right to town with him. They beat the living hell out of him but they don't proceed to kill him there and then. Instead, they grab hold of him and swing off into the night. They plan to torture him until all life has been bled out of him.

Spidey lies unconscious and so do the others. As he struggles to stand up, he hears a voice behind him. As he turns around, he comes face-to-face with Captain America. Help has arrived.

To be continued in Web of Spider-Man #103.