Dormammu is still anxious to reach Earth, though he needs the life energy of a number of humans. To gain these, he sends Baron Mordo to contact Eddie Brock, with an offer of his symbiote (which he's obtained) in exchange for attaing the life energy for Dormammu. Meanwhile, in the next cell at the psych ward stands Cletus Kasady, who wants the same offer. Luckily for him, the symbiote has an offspring, whom Kasady decides to bond with. They form Carnage, and he and Venom set out to destroy Spider-Man and attain the life energy. To help Spider-Man, Iron Man sends in War Machine who is defeated by Carnage. He then goes in himself to aid Spider-Man.