Michael Morbius steals a sample of the Venom symbiote off of Agent Venom as Crossbones orders him and a restrained Doctor Octopus to experiment with it. As Spider-Man and Agent Venom work to reclaim the Venom sample, the experiment enables the revival of the Carnage symbiote. Doctor Octopus uses a serum with vampire bat DNA in it to transforms Morbius into a white humanoid vampire bat as Doctor Octopus is infected by Carnage. Spider-Man neutralizes to return his original form, but Carnage now still stands without needing a host. After exploding, Carnage starts to infect all of Manhattan.