SPIDER-MAN: Seriously, MJ.
I'm really sorry I haven't had much time lately.
It's complicated.
You're in a special science-immersion school.
Of course it's complicated.
That's a huge opportunity for you, Pete.
But Midtown High hasn't been the same since you left.
Especially with what happened to Harry.
How's he holding up?
Life-signs are stable,
but it's like he's in complete hibernation.
Whatever this infection is, it's not letting him go.
You should really come visit Harry.
And me.
I will. First chance I get.
It's been good to hear your voice.
You have no idea.
Seeing Harry like that can't be easy for Mary Jane.
It's not easy for me, and crazy stuff
is pretty much standard for my life.
SPIDER-MAN: MJ doesn't know the half of it.
The Anti-Venom symbiote that attacked Harry was Hydra's creation.
(ROARS)
And in the process of stopping them,
Agent Venom got knocked out of commission.
Add to that, Ock almost destroyed the Triskelion,
and Scarlet Spider sacrificed himself to save New York.
All-in-all, I've had better months.
I could really use some good news.
FLASH: Yes!
What's with all the "yessing"?
We're back in business!
(GROANS AND SIGHS)
It seems the symbiote has fully recovered
from your battle with Anti-Venom, Flash.
Your own body, on the other hand, hasn't.
There's more to me than just me.
If Venom's off the disabled list, then...
(GROANS)
(GRUNTS)
So am I!
See, good as new!
(GRUNTS)
It's not like we built doors on this place or anything.
(SIGHS) I'll get him.
Oh, yeah!
SPIDER-MAN: Uh, Venom, maybe we should slow up. (GRUNTING)
You know, baby steps?
(GROANS)
Baby steps are for babies.
Uh-oh!
(GROANS)
Flash, you okay?
(GROANS)
I'm awesome. (LAUGHS)
Don't worry, this is just a joyride.
It's not like we're taking on a super-villain or something.
Look out!
(BOTH GRUNTING)
SPIDER-MAN: "No super-villain," huh?
You had to say that out loud.
Get under cover, Venom!
(GRUNTING)
Whoa!
Dr. Morbius?
Ock's timid lab assistant?
Wow! Someone's broke out of their shell.
The last time we saw this guy,
he was helping Ock create the Anti-Venom
that took out Flash.
So we don't exactly have the best history together.
And it looks like he's gotten a few Hydra-themed upgrades since then,
judging by the tentaskull motif.
Whoa!
Spidey!
Venom, get outta here! You're not ready!
Whoa! Oh no, I ain't letting this clown escape
after what he did to me!
(GROANS) Should have blocked that.
(GROANING)
Venom!
(GROANING)
Morbey! (CHUCKLES) Morb-ster!
Where'd you get all the fancy new toys?
(GROANS)
Didn't Hydra go off the grid when we sank Hydra Island?
(GROANING)
Fool! With Hydra, destroy one head...
SPIDER-MAN: (GRUNTS) Yeah, yeah. You guys,
always with the heads!
(CRUMBLING) Uh-oh!
SPIDER-MAN: Enough webbing should hold it together.
(GROANING)
Venom! Stop the roof from collapsing!
(GROANING)
I can't do it. I can't move!
(CRUMBLING)
'Scuze me, Morby.
(GROANS)
(CRUMBLING)
It's not too late.
(SCREAMING) (GRUNTS)
Sorry! (SCREAMING CONTINUES)
Accidentally dropped this!
Come on, symbiote.
(GRUNTS) Come on!
(GROANING)
(GRUNTS)
Get away from him!
(VENOM GROANS)
You were right, Spidey.
People were in trouble, and I couldn't do anything.
It's like the symbiote got scared.
Or maybe I did.
It's not your fault.
(GRUNTS) It is.
I put everyone in danger by coming out here.
(GRUNTS)
Morbius was after the Venom suit and got a piece of it.
I can feel it missing.
The symbiote wants to be all together.
Come on, let's get you back to HQ.
I bet there's a game of...
Sports on. Baseball?
It's hockey season.
I knew that.
I see you made it back in one piece.
Don't sound so surprised, Dr. Octopus.
Or so disappointed.
After all, we cannot trust you to leave the lab.
(SCOFFS) (BEEPING)
Crossbones. The symbiote sample.
I'm following Arnim Zola's wishes in his absence,
just like I promised.
So you got the symbiote. Big deal.
I want you to show me what you can do with it.
Still, impressed you pulled off what Ock couldn't.
(SNARLS)
This is only the beginning, I assure you.
With the help of my new lab assistant,
I will create a weaponized armor for Hydra,
the likes of which no one has ever seen.
"Lab assistant," you pompous ingrate?
I am one of the greatest minds on the planet.
CROSSBONES: Yeah, and we watched you waste that brainpower,
obsessed with Spider-Man.
Remember, Ock, since Zola and Hydra Island
sunk to the bottom of the ocean,
I'm in charge around here.
Let's just say,
you're lucky Morbius needs you alive to finish his experiment.
You have the advantage now.
But only I know Spider-Man's greatest secret.
Oh, it's only a matter of time.
VENOM: Maybe I just need to put some practice time in,
run a few scrimmages, get back in game-shape.
SPIDER-MAN: Yeah, that sounds like a good... Whoa!
Plan? Uh, Flash?
Scrimmages this way. (VENOM GROANING)
Hey! What?
I can't control it!
Come on, symbiote, what are you doing here!
We're friends! Help!
Oh, boy. This can't be good.
Do you have the nutrient ready?
I increased the lipid concentration to stabilize
the rate of enzymatic reaction that you insisted upon.
Excellent. See?
I knew you would prove yourself useful.
Of all your previous work,
this will be the greatest achievement
you will ever be associated with.
(SCOFFS)
Oh, we'll see about that.
(SIZZLING)
(ENERGY PULSES)
The procedure is working.
Flash, this is nuts! (GROANING)
Even more nuts than Squirrel Girl!
(GROANING) I got an idea.
Let's turn around and go home!
I can't!
It's calling us. It's a part of us.
What are you talking about? Wait... Morbius.
You can sense the sample of the symbiote he stole from you.
Which means... Flash!
The symbiote's leading us to Hydra.
You're not ready for this.
I'm not in control.
I told you that, like, three times already.
Okay, then I got an idea.
(GRUNTS)
(YELLS) Really?
Sorry!
It's glorious.
The other symbiotes, Venom, Anti-Venom,
all stepping stones to this.
You are witnessing the birth of the perfect weapon.
We shall see.
Well, one of us will anyway.
I'm afraid now that we're successful,
your role in this little production
is finally at an end.
(BEEPS)
Huh?
What do you think you're doing?
I'm finished with the Octopus.
See to him, will you?
SPIDER-MAN: Flash, it's not too late!
You have to regain control.
(SCREAMING)
You've done this before!
Maybe if I calm my mind...
Ohmmmm...
Whoa. (GRUNTS)
Or not. VENOM: Didn't work!
(SPIDER-MAN YELLS)
(GRUNTS)
MORBIUS: Spider-Man and Venom!
There it is! That's not all.
Doc Ock.
(GRUNTING)
(GROANING)
Octopus!
What did you do?
I just turned you into my latest experiment.
Likewise!
(GROANING)
Is this a bad time? We can come back.
Nothing about this could possibly be good.
(DR. OCTOPUS AND MORBIUS GROANING) Oh, man.
Doc Ock and Morbius are both going monster on us.
So we need to contain them before...
Flash? Flash!
Spidey, you were right. I'm not ready for this.
Now's not the best time to...
(GRUNTS)
Guys, that's really rude.
I'm trying to have a conversation.
BOTH: Wha...
Allow me to teach you some manners.
(BOTH GROAN)
(GROWLS)
Ock, you look different.
Trying some new skin cream?
(GROWLS)
(GLASS SHATTERING) (GRUNTS)
Spidey! Huh? (FABRIC TEARING)
(GROWLING)
Morbius and Ock are so weird.
(GROWLING) (GRUNTING)
What are you, some kind of living vampire bat-person?
Gross!
(GROWLING)
(GROANS)
(GRUNTS)
Venom, come on. Work with me.
Take this, bat brain!
(SNARLS)
(SCREECHING) (GROANS)
(GROWLS)
(GRUNTS)
No!
I let him escape again! I'm the worst!
Flash, quit being so hard on yourself.
Besides, I'm nominating this guy for "the worst."
See what I mean? Whoa!
(GRUNTING)
You want Spidey? You've gotta go through...
(GROANING)
Come on! (GRUNTS) Not again!
(GROANING)
(SHOUTING)
Huh?
Oh, not now!
What are you afraid of, symbiote?
(GRUNTS) (GROANS)
Flash!
(GROANING)
Oh, slash, slash, slash.
That's all you want to do.
It's like we never talk anymore.
(GRUNTS)
(GROANS)
Come on. Symbiote, where are you?
(SCREAMING)
(GROANS)
I preferred your old style, Ock.
It was classic. (SCREECHING)
This look's too trendy and deadly!
Come on, come on!
Spidey needs us! Hmm?
Hmm?
(GRUNTING)
(GRUNTS)
(GROANS)
Isn't this the time when you give me a big speech
about destroying the spider or how smart you are?
(GROWLS) No? Is that too old-school?
(FLASH GRUNTS) (SCREECHES)
Perfect spiral!
Football season is in! (LAUGHS)
Midtown varsity forever!
(GRUNTS)
(GROWLING)
Huh? (GROANS)
(GRUNTS)
We need to get the symbiote off Ock
if we want to have any chance to contain it.
A-ha!
(GRUNTS)
A sonic agitator.
There might just be a way to destabilize it
if I can calculate a dissonant frequency.
I'll carry the two...
(YELLS)
Hey, Ock! Eat science!
(ENERGY PULSING)
(DR. OCTOPUS SCREAMS)
(GROANS)
(GROANING)
Thanks for the save.
Mutual.
Looks like the symbiote neutralized his Hydra nanotech.
(GRUNTS)
We seriously have to stop meeting like this.
Or at all, for that matter.
Ock?
Huh, the trauma of separating from the symbiote
must have KO'd him.
And I wasted a perfectly good quip.
(OOZING)
Uh, Spidey?
So, where were we? Hockey game on TV?
(ROARS)
Hibbidy-jibbidy! Creepy much? (LAUGHING)
I'm not sure we've met.
I'm your friendly neighborhood Spider-Man.
The guy hanging behind me is your ugly, unconscious host.
And you are?
Ca-Car-Carnage.
Don't need a host.
(HISSES)
Sorry, did you say Carnage?
Is that like a family name, or...
(GROWLS)
Really no chance you just want to be friends, is there?
(ROARS) Friends?
Carnage is...
Chaos!
(LAUGHS)
(SCREECHES)
(GRUNTS)
Ah! A simple "no" would have done!
(GROWLS) (BOTH GRUNT)
Why am I so bad at making friends?
(ROARS)
(GRUNTING)
(GROANS)
Wow, Carnage.
You were way less creepy when you were Doc Ock.
Can't believe I just said that.
(LAUGHING)
Whoa!
(GROANS)
Since when do symbiotes laugh?
Or talk? Or take human form without a host?
This isn't a normal symbiote, Spidey.
It feels different. (GROWLING)
(GROWLS)
(ROARS)
Uh...
(GROANS)
Spidey! I can't get the Venom symbiote to work!
(GROWLING)
(GROANS) I'm no help!
Of course you are.
Did you forget about your baseball moves?
Football. (GROWLS)
Right. Point is, you don't need Venom to be a hero, Flash.
(GROANS)
(ROARS)
(GROWLING)
Yipes! Whoa!
Didn't know you could do that.
(GASPS)
(LAUGHING) SPIDER-MAN: Hey, Red, first rule of super-villaining...
Never turn your back on the Ultimate Spider-Man!
(ENERGY PULSES)
(SNARLS)
(LAUGHING)
Huh. That was useless.
Maybe my expectations were too high.
Ultimate destruction!
(LAUGHS)
(GRUNTING)
(CARNAGE CONTINUES LAUGHING)
SPIDER-MAN: What is so funny? There's nothing funny!
(GROWLING)
Oh, no.
(SNARLS)
More chaos!
(LAUGHING HYSTERICALLY)
We can't let it get down to the city!
There's no telling what it could do to people!
(CONTINUES LAUGHING)
(GRUNTS)
(GROANS)
(GRUNTS)
(YELPS)
(GROANING)
(GRUNTS)
Come on, symbiote! Get it together!
Ugh!
(SPIDER-MAN GRUNTS)
Really think you'd be more comfortable inside.
(GRUNTS) (SNARLING)
(GRUNTING)
Ew! (SNARLS)
(GROANS) (CARNAGE LAUGHING)
(GRUNTS)
(ROARS)
(GRUNTS) Remind me never to give you a hug.
Gotta run! You ain't runnin'.
CARNAGE: You fallin'!
Whoa, whoa!
(LAUGHING) (GROANING)
(SNARLS)
(GROANS)
It's now or never, symbiote.
Come on! Spider-Man needs us!
(GROWLING)
Ah!
What are you, a scaredy cat?
Let's do this!
Huh? (GRUNTS)
(GROANING)
Fine! Flash Thompson is saving Spider-Man
with or without you, Venom.
(YELLS)
(EXCLAIMS) Huh?
(LAUGHS)
Yeah! All right!
(GRUNTS)
(GROWLS)
(GRUNTS)
(GROANS AND SNARLS)
We are Venom!
Oh, yeah! (GRUNTING)
Hey! Welcome back. How'd you do it?
Looks like the Venom symbiote
just needed some inspiration.
Keep him busy,
'cause I just got some inspiration of my own.
You got it, Spidey!
The reason the sonic blast worked on Ock-Carnage
but not Carnage-Carnage is because, without a host,
their densities are different.
I need to hit him from two angles to compensate.
(BEEPING) (VENOM SCREAMS)
(GROANS) Everyone else gets a Hydra power-up.
Why not me?
(GRUNTS)
Venom, follow my lead!
Incoming!
(LAUGHING MANIACALLY)
Carnage...
Is the perfect weapon!
(CONTINUES LAUGHING)
Carnage is chaos!
No, Carnage! You're history.
Oh, yeah! Game over, Carny.
Victory for Spidey and Agent Venom!
Did he seem to be enjoying that to you?
Oh, no.
We gave it exactly what it wanted.
It wanted to get blown to pieces?
It wasn't designed to be an independently functioning symbiote.
It was designed to be a symbiote bomb.
(ALL SCREAMING)
(ALL GROWLING)
We've just helped Carnage spread itself
across half of New York!
(PEOPLE SCREAMING) (GROWLING AND LAUGHING)
(THEME MUSIC PLAYS)