This is a version of the third season of The Spectacular Spider-Man. Spidey will face old enemies and some new ones including the Hobgoblin, Carnage, Man-Wolf, Scorpion, the Kingpin, Shikata and the nefarious Jackal. He will also learn that he lives in a larger world of superheroes meeting the likes of the Daredevil. Rather then being 13 episodes like the previous seasons the third season has gotten an extension to 26 episodes. Spider-Man and Venom will finally put aside their feud and work together throughout the season


Main CharactersEdit

  • Peter Parker/Spider-Man (Voiced by - Josh Keaton): The protagonist of the series, bitten by a genetically altered spider, Peter donned a spider costume and sought to fight crime after allowing a burglar to escape, only to have that same criminal - later identified in this as Walter Hardy - who was thought to have killed his Uncle Ben. He learned that "with great power comes great responsibility", a phrase that now drives him to act as a super hero. The series focuses on the character struggles while leading a double life as Peter Parker in Midtown High and as the superhero - Spider-Man. He is depicted as good natured. He gets a job at the Daily Bugle so he can support his Aunt May with financial troubles. Despite their financial troubles, 16-year-old Peter Parker and his Aunt May have a great relationship. His best friends in school are mainly Gwen Stacy and Harry Osborn. He as Peter Parker is often bullied and being referred to as "Puny Parker" by his peers, even still Peter's newfound powers has given him confidence
  • Eddie Brock/Venom (Voiced by - Benjamin Disken):
  • Harry Osborn/New Goblin (Voiced by - James Arnold Taylor): Harry is portrayed as Peter's best friend and is the son of industrialist Norman Osborn. He constantly lives in his father's shadow and considers Peter a good friend, though at times also resents him for earning Norman's respect, which Harry has never been able to do. Being ignored by his father and overprotective of his mother and just like Peter, he is an unpopular kid at school. With his lack of approval he is prone to do anything to get it.
  • Gwen Stacy (Voiced by - Lacey Chabert):Gwen is the former love interest of Peter Parker in the show. Gwen is the daughter of police captain George Stacy, and is one of Peter Parker's best friends and intellectual equal. Although initially fairly shy and unconcerned with her appearance, she gradually evolves into a more confident and attractive character more closely resembling her comic book counterpart. She is always supportive of Peter. Although she is Peter's best friend, her weakness is that she has a colossal crush on Peter.
  • Mary Jane Watson (Voiced by - Vanessa Marshall): Mary Jane is portrayed as the niece of Aunt May's friend, Anna Watson. She attends the Fall Formal as Peter's date before ultimately switching schools to be at Midtown. Mary Jane befriends Peter and Gwen, and is initially determined to stay single, desiring to be a 'free agent'. Vanessa Marshall, the voice of the character states "I always make sure my choices for Mary Jane are that of an independent thinker, that she’s not concerned with what the people around her think, which is an uncommon trait in teenage girls, There’s a distinct confidence about her that I try to emulate soon became Peter's new love interest
  • J. Jonah Jameson (Voiced by - Darran Norris)
  • Captain George Stacy (Voiced by - Clancy Brown)

Supporting CharactersEdit

  • Flash Thompson (Voiced by - Joshua LeBar):Flash is a star football player at Midtown High. While he idolizes Spider-Man, he frequently bullies and harasses Peter Parker, believing him to be a "stuck-up egghead," despite the fact that they had originally been friends when they were much younger. Even though he is the bully of Peter Parker, he idolizes the superhero Spider-Man, being one of his biggest and most loyal fans. voice of the character, Joshua LeBar, said this about the character he played. "I think Flash has a certain brashness, but he also has a likeability, so he's not a complete doof that you hate. He's a dichotomy – he's got a few different sides, and he surprises people. I was both a theatre guy and a football guy in high school, and people tried to stick me into that one-note category, depending on how they knew me – and I didn't like being stereotyped. So when the (Spider-Man) show gives me the opportunity to represent his other sides, like this week when you see Flash's compassion rather than just all that testosterone, I really enjoy showcasing that part of his character because I can relate to his situation."
  • Liz Allen (Voiced by - Alanna Ubach):Liz is depicted as a popular cheerleader at Midtown High. Instead of the comic book mainstream version where she is caucasian and a blonde, she is depicted as more hispanic in this series. She is initially the girlfriend of Flash Thompson and shows great resentment towards Peter. As the series progresses, her true feelings become apparent as she demonstrates a much more open and accepting side. She commonly refers to Peter as "Petey". Peter and her begin to date for some time until Peter gets honest with himself about who he really wants to be with. Soon knows that Peter is Spider-Man but keeps his secret after saving her from Scorpion
  • Glory Grant (Voiced by - Cree Summer):Unlike most of the other popular kids at the Midtown, Glory is one of the few in the show who seems less arrogant about her status and behaves more friendly towards the unpopular kids such as Peter and Harry. She is shown to be Kenny Kong's girlfriend through most of the show.
  • Kenny "King" Kong (Voiced by - Andrew Kishino): Kenny is on the Midtown High School football team and sidekick to Flash Thompson as the school bully and he is also the boyfriend of Glory Grant through most of the show.
  • Randy "Rand" Robertson (Voiced by - Phil LaMarr): Randy is on the Midtown High School football team with Flash, but is shown in the show to be much nicer and more neutral than his teammates. He is dating Sally Avril and is the son of Joe "Robbie" Robertson.
  • Sally Avril (Voiced by - Grey DeLisle): Sally is Rand Robertson's snobby cheerleader girlfriend and one-time crush of Peter Parker
  • Sha Shan Nguyen (Voiced by - Kelly Hu):
  • Ned Leeds (Voiced by - Andrew Kishino):Ned is a reporter for the Daily Bugle and one of Peter Parker's coworkers.
  • Betty Brant (Voiced by - Grey DeLisle): Betty is J. Jonah Jameson's personal secretary. She is shown in the show to be calm and collected, even during Jameson's constant outrages
  • Felica Hardy/Black Cat (Voiced by - Tricia Helfer):
  • Dr. Curt Connors/The Lizard (Voiced by - Dee Bradley Baker): Dr. Curt Connors is a respected scientist, interested in genetics. He runs a biology lab at Empire State University with his wife Martha. Although his primary interest was in lizard DNA, he also experimented on spiders, splicing together the best traits from multiple species into 'super-spiders'. It was due to his research, and in his very laboratory, that Peter Parker was bitten and transformed into Spider-Man.
  • Martha Connors (Voiced by - Kath Soucie): Martha is Dr. Curt Connors' wife and fellow scientist
  • May Parker (Voiced by -) :
  • Joseph "Robbie" Robertson (Voiced by - Kevin Michael Richardson): Robbie is the Editor-in-chief of the Daily Bugle and father to Randy Robertson. He is shown to be one of the few people who considers Spider-Man as a True Hero.
  • Hobie Brown/Prowler (Voiced by - Tim Russ):
  • Sgt. Stan Carter (Voiced by - Thomas F. Wilson): Stan is a New York City police officer partnered with Jean DeWolff. He has a short temper and has shown an appreciation of Spider-Man's vigilantism
  • Officer Jean DeWolff (Voiced by - Irene Bedard): Jean is police officer for the New York City Police Department partnered with Stan Carter. Unlike Captain Stacy and Stan, she does not consider Spider-Man as much help as most of the criminals he captures wind up being released.
  • Fredwick Fosswell/Patch (Voiced by - James Arnold Taylor): Federick is a reporter at the Daily Bugle who works for J. Jonah Jameson
  • Richard Fisk (Voiced by - Mark Rolston) : Richard Fisk is the son of the Kingpin and Venessa. In the series, he not potrayed as a villan. He's a student who to Midtown High as Peter, Mary, Harry and Gwen's classmate. Although, many student know who he is, Richard has trouble of fitting in as he never spends time with his father. Instead of being in the family buisness, he want's to on the Midtown
  • Mark Allan/Molton Man (Voiced by Eric Lopez): Mark Allan is Liz Allan's brother. He first appeared in "First Steps" where it was mentioned that he just got out of juvenile hall. He is a love interest of Mary Jane Watson. Due to his gambling addiction he turns back to his life of crime and becomes the Molten Man. He soon learns to control his powers for good at Ravencroft.
  • Dr. Ashley Kafka (Voiced by - Elisa Gabrielli): Dr. Kafka is a psychiatrist at Ravencroft. In the third seasn, She soon develops and relationship with Eddie/Venom


  • Green Goblin (Voiced by - Steven Blum)
    • Norman Osborn (Voiced by - Steven Weber)
  • Silvio Manfredi/Silvermane (Voiced by - Miguel Ferrer): A rival crime lord in New York to Hammerhead, Tombstone and Dr. Octopus and the Father of Silver Sable. Silvermane ruled NY until he was arrested and jailed twelve years by the F.B.I. after Fosswell exposed his criminal activities. His empire fell, and his territory was taken over by Tombstone/Big Man.
  • Hobgoblin (Voiced by - Mark Hamill):
    • Rodrick Kingsley (Voiced by - Courtney B. Vance)
  • Miles Warren/Jackal (Voiced by - Brian George): Dr. Warren is a scheming scientist and the younger and ruthless brother of Aaron Warren.
  • John Jameson/Man-Wolf (voiced by Daran Norris)
  • Cletus Kassidy/Carnage (Voiced by - Scott Cleverdon): Cletus Kassidy used to a insane patient at Ravencroft and Eddie Brocks roommate. When he had a piece of Eddies symbiote, he became the deadlest supervillain known as Carnage! He's become the primary antagonist of the 3rd season. Carnage is insane, sadistic, and ruthless. He is evan worse than the Green Goblin. Cletus has a grudge against Captain Stacy for putting him into ravencroft. Unlike Venom, Carnage can launch parts of his symbiote at enemies in the form of solid weapons such as darts, sharp claws, blades, spears, maces, knives, axes, etc., although they disintegrate into dust within fifteen seconds of leaving Carnage's body. And his symbiote has a red and black texture
  • L. Thompson Lincoln/Tombstone/Big Man (Voiced by - Dorian Harewood) :
  • Dmitri Anatoly Nikolayevich Smerdyakov Kravinoff/Chameleon (Voiced by - Steve Blum)
  • Hammerhead (Voiced by - John DiMaggio):Hammerhead was originally Tombstone's second in command, and organized much of the mysterious Big Man's criminal empire, providing its face (and more frequently, muscle) in its various dealings. It was through Hammerhead that the Big Man made a deal with Norman Osborn to continue making supervillains so Spider-Man would be too distracted to stop the Big Man's operations. He also once worked for Silvermane, and had a relationship with his daughter, Sable. In season 3, Tombstone rehires Hammerhead and he promises to never betray him again as a one more chance
  • Flint Marko/Sandman (voiced by John DiMaggio): Flint Marko is introduced as a petty crook, seen working alongside Alex O'Hirn under the Big Man. He is then transformed into the supervillain Sandman by Norman Osborn after the Big Man wanted supervillains to distract Spider-Man. Unlike his partner O'Hirn, Marko's motivation remained solely to seek out money despite Spider-Man's constant foilings, referring to his eventual goal as getting his "big score."
  • Alex O'Hirn/Rhino (Voiced by - Clancy Brown): At first Alexander "Alex" O'Hirn is just a petty crook, seen working with Flint Marko under orders of the Big Man. He is captured by Spider-Man with ease times and time again, which increases his annoyance and hatred of Spider-Man. Just like his partner he was experimented by Norman Osborn after the Big Man wanted supervillains to distract Spider-Man. Unlike his partner though, money is a secondary interest to him, his primary one being revenge. And with Rhino's titanium suit, he got superhuman strength
  • Quenten Beck/Mysterio (Voiced by - Xander Berkeley): Beck was originally one of the Chameleon's partners in crime being an expert of special effects. Beck is revealed to Mysterio in "Blueprints." using his illusions while claiming to be a sorcerer as the "Master of Illusions".
  • Phineas Mason/Tinkerer (Voiced by - Thom Adcox): Along with Quentin Beck, Phineas Mason is one of the Chameleon's partners in crime. His main expertice is technology but is useless in a fight. He is then shown in the show working for the Master Planner in season two and helps create the New Enforcers
  • Otto Octavius/Dr. Octopus (Voiced by - Peter MacNicol): Dr. Octavius is a research scientist working under Norman Osborn at OsCorp. He is very timid and willing to apologize for every little thing, a direct contrast to his boss, Norman. He is one of OsCorp's most intelligent scientists and the creator of a four armed harness that makes him able to do dangerous experiments, playing a part in the creation of Sandman and Rhino. Eventually, as the result of a devastating accident (orchestrated by the Green Goblin), his arms became permanently fused to his back and he was driven out of his mind, becoming the vengeful Dr. Octopus. In season two he is revealed to be the "Master Planner".
  • Sergi Kragonovff/Kraven The Hunter (Voiced by - Eric Vesbit): Determined to hunt Spider-Man, Kravinoff first appeared in the season 2 episode "Destructive Testing", garbed in a lion-themed vest similar to his original comic book counterpart. He is the most skilled hunter in the known world, relying only on his natural talents to subdue his prey. Using a serum concocted from Warren's own research (and based on Curt Connors' own Lizard formula), he is then mutated into a human-feline hybrid, with elements of leopard, cheetah, and lion DNA calling himself "Kraven the Hunter" much like his Ultimate comic book counterpart
  • Mac Gargan/Scorpion (Voiced by - Wade Williams):
  • Adrian Toomes/Vulture (Voiced by - Robert Englund):
  • Morris Bench/Hydro-Man (Voiced by - Bill Fagerbakke):
  • Max Dillon/Electro (Voiced by - Crispin Freeman): Maxwell Dillon was a young 20 year old electrician and a friend of Dr. Curt Connors until he was electrocuted in a freak accident after his power drill falls onto a damaged computer console: when he tries to pick it up, the resulting electrical shock sends him flying against a specialized tank holding genetically altered electric eels, becoming exposed to the substance inside. Although Max survived, his body became an unstable living electrical capacitate. Max is then forced to wear an insulated body suit to contain the bio-elctricity being procduced in order to protect others around him, especially his face which had transformed into a electrical field. After an encounter with Spider-Man (who Spider-Man thought was a thug), Max goes berserk, takes up the supervillain name "Electro" after Spider-Man called him that on their first encounter and rushes out to Dr. Connors' lab, demanding that Connors cure him.
  • New Enforcers
    • Montana/Shocker (Voiced by - Jeff Bennett): Montana is the field leader of the Enforcers and is a trained mercenary. Despite his criminal activities, he is very much a professional, having no personal grudge with Spider-Man, just considering it his responsibility to bring him down. He speaks with a southern accent and enjoys wearing a cowboy hat when out of uniform. For Greg Weisman, the decision to make Montana the Shocker instead of Herman Schultz like in the comics is because he wanted to go with something that has an iconic feel for it. He stated that "we are trying to create something that is the three C's: Coherent, cohesive and contemporary. And yet, still, the fourth C: Classic." Greg looked carefully at the fictional character and said, "Who is this guy? What is it that's iconic about Shocker? What is it that really matters?" And according to Weisman it was the powers, the suit, the relationship with Spider-Man. And he and the creators felt that the identity of Herman Schultz didn't have that. He stated that "he's not Otto Octavius and he sure as hell ain't Norman Osborn". He also stated that he is speaking "as a fan, not just a producer" and that he "felt that tying that in with the Enforcers and with Montana worked better for the show".
    • Fancy Dan/Ricochet (Voiced by - Phil LaMarr): Fancy Dan is the martial artist of the Enforcers and is shown to be able to dodge Spider-Man's web with ease and can take him in hand-to-hand combat. As Ricohet, his Skill Enhancement Suit allows him to fly around and ricochet off walls
    • Ox (Voiced by - Danny Trejo): The brute force of the Enforcers, being able to break Spider-Man's web with ease.
    • Fred Myers/Boomerange (Voiced by - Danny Jacobs): Once an athlete who became baseball player until he was accepting bribes from Hammerhead, and was drummed out of the major leagues after being caught. Shortly thereafter, Myers was called by Montana and the Tinkerer who saw the potential of his skills. Myers agreed to join the Enforcers and was given a new costume and an arsenal of
  • Sable Manfredi/Silver Sable (Voiced by - Nikki Cox): Sable Manfredi is the daughter of Silvio Manfredi, the crime lord known as Silvermane, and takes the name of Silver Sable. She was once in a relationship with Hammerhead, when he used to work for her father
  • /Beetle (Voiced by -):
  • Wilson Fisk/The Kingpin (Voiced by - Bobe Joles): A new rival crime lord of NY to Tombstone, Silvermane and Doc Ock. Years ago, everyone thought he was dead until he owned his company, Fisk Industries. Very soon Hammerhead started to work for him as his new second-n-command
    • Alistair Smythe (Daran Norris):

Other CharactersEdit

  • Emily Osborn (Voiced by -): Emily Osborn is the wife of Norman and mother of Harry. Interesting enough this version of Norman Osbron is not a widower
  • St. John Devereaux (Voiced by - Jeff Bennett) : Mr. Devereaux is the Midtown High School theater teacher. He cast, produced and directed a school production of A Midsummer Night's Dream, where many students took part.
  • Billy Connors (Voiced by -):
  • Blackie Gaxton (Voiced by - Steven Blum): Blackie Gaxton is the manager and bookie in the Big Sky Lounge and is one of the men responsible for the creation of
  • Venessa Fisk (Voiced by -): The Kingpin's wife and the mother of Richard Fisk. Also, she is aware that her husband is a crimelord as she spends more time with her son, Richard.
  • Ben Parker (Voiced by -):
  • Helen Stacy: George Stacy's deceased wife and the mother of Gwen Stacy
  • Joan Jameson (Voiced by -): Jonah's wife


Prey vs. PredatorEdit

It has been a month since I farted “death” of Norman Osborn, the Green Goblin. Harry is still dating Gwen and Peter is feeling alone and continues to support Aunt May with a constant feeling of dread. While out on patrol Spider-Man stops burglers at a bank and heads to school. Meanwhile, at the Daily Bugle, A man knocks on the door to the office of J. Jonah Jameson at the Daily Bugle. It is after hours, with the light in Jameson's office being the only one on. The man slowly opens the door, revealing himself to be a small man, wearing a light blue shirt with green jacket and dark green trousers hello? I'm M-M-Mac Gargan, the private investigator. You-you wanted to meet me sir?" the small man asked the one sitting in the chair behind the desk in the office, sitting in the shadow."Yes Gargan, I require your services for a little experiment of mine" he said."Experiment? Like what?" Gargan replied and asked back to the man."Call it, the Revenge of J. Jonah Jameson" the man said, sitting forward and moving into the light to reveal a smirking J. Jonah Jameson. Meanwhile at Midtown Manhattan Magnet High School, walking down the hallway and chatting with their friends. Peter Parker walks out after everyone else, sliding his books into his schoolbag, making sure not to hit and damage his web shooters hiding in there. The last thing he wanted was one going off and sending webbing out, a huge sign that Pete was the wall crawler; but thankfully that situation did not happen. Peter looked up to see Liz at her locker, putting her books into it. He slowly walked over to her, wondering what the best thing to say to her was. He tried to apologize to her but Liz shouted loudly before storming off, closely followed by Sally Avril who uttered a "You go girl" as she and the others passed by Peter, laughing at him. Peter sighed and slowly made his way outside to find somewhere to sit and eat his lunch. When he arrived outside, he found Gwen Stacy sitting alone at a table eating her lunch. Pete took his lunch bag that Aunt May had made out of his bag and sat down beside, placing his bag down on the table sitting with Gwen, Harry and Mary Jane. He soon tell Harry that it wasn't Spider-Man's fault, it was the Green Goblin's and he barely argeed with him. Also, Harry told his friends that Roderick Kingsley comes to Oscorp to buy it from Emily Osborn. Elsewhere, Silvermane's still in jail, but Silver Sable is plotting to break him out. Meanwhile, Mac Gargan was also alone at a table, as across the city at Empire State University's lab, once owned by Curt Connors and now owned by Miles Warren, Gargan is strapped to the table with high tech machinery all around him. Gargan is wearing a baggy, green suit with a long, cybernetic tail like part at the back of it. "M-M-Mister Jameson, this isn't what I signed on for?" he said as Jameson and Miles Warren stood behind protective walls and glass, with Warren at the controls of the machinery in the room with Gargan. "Relax Macky, can I call you Macky? This will be all over in 12.4 seconds, and then I'll have...I mean, we'll have what we want. Don't you wanna be something more than a pathetic private inspector and instead help put an end to New York's greatest threat, Spider-Man!" Jameson bellowed into a microphone that went into the room Gargan was in."Spider-Man? I would love to get revenge on him for what he did to Osborn. Thanks to the wall crawler, I never got the check Osborn was going to send me. Thanks to Spider-Man, I never got paid!" Gargan shouted back. "Well, sit there and do what I say and you'll get what you are owed. Now doc, what are you going to do to make my test subject as powerful as Spider-Man?" Jameson asked Warren. "Well, to start, we'll be infecting his body with scorpion DNA. After deconstructing Conner's research on super spiders, thanks to the money you paid me to continue my research, I was able to combine certain traits from certain scorpions to help make our spider slayer" Warren replied."Why a scorpion? Why not make him release a powerful bug spray or something?" Jameson asked, laughing at his own joke."The scorpion is the natural predator of the spider, and is larger and far more powerful. It was the same traits as the spider, being able to stick to walls, but has greater speed, agility and strength. The tail of the scorpion, the stinger, is capable of releasing a deadly poison, but our scorpion will produce an acid that will rip through Spider-Man's webbing, evan shoot low density of plasma blasts and Our scorpion will have a retractale ateel bladed stinger. The tail is powered by a self-contained power pack mounted on the back of the suit, like Dr. Octavius' arms, it allows the tail whip at speeds over 50 feet per second. finally it's armored with circular plates". The suit he is poorly wearing will fit his new and powerful body and will protect him as well. Spider-Man will be no match". "Great, now let's get this thing started!" Jameson shouted with joy as Warren began to press buttons on the controls, making a robotic arm with a needle containing the scorpion DNA go towards Gargan."Wait, wait a second! I'm not ready! I'm not ready!" he shouted, but it was no use as the needle injected the DNA into Gargan. Slowly, his body began to grow and the sound of bones braking and growing could be heard as Gargan's body began to glow, filling out his suit, making it fit tighter to the muscles that grew out from his scrawny body. The power pack on his back began to flow into the stinger. The straps holding down Gargan snapped, releasing Gargan. His now long tail swung violently, breaking the equipment and making fires in the room, which were put out as foam from fire extinguishers in the walls came out and dowsed the flame. Smoke filled the room as Gargan stopped screaming. "Gargan?" Jameson said into the microphone and waited for a reply. Suddenly, a green sludge hit the protective wall and glass and started to eat away at it. It dissolved the wall entirely, making a large hole. At the top of the hole, Gargan, now taller, bigger and stronger, climbed around the ceiling and then dropped down in front of Warren and Jameson. "Not Gargan, Scorpion. And I am ready!" Spider-Man was swingging by the building until a tail smacked him and fell on a rooftop. "Oh, man..that hed to hurt" "Hello, Spider-Man!" "Who do you suposed to be? Tailing Terry?" "The name is Scorpion, you freak" Scorpion and Spider-Man battle through a building and a parkin lot. Scorpion defeats Spider-Man and suddenly, he soon realizes the experiment later came to affect his mind also began to believe that his Scorpion suit was stuck to his body. He soon belives that Jameson is the one who did this "That loud-mouth jerk! HE TRICKED MEEEEEE!!!!" He soon left Spidy and went to the Bugle after, that Peter went to Mr. Jameson. At the bugle, Jonah was wonder " Ha! the Scorpion has ended the Web slinger and...Huh" the place was shaking when Scorpion burst through the elevator doors and shouted "Jameson! I'm gunna kill you!!" he walks into Jonah's office "Gargan what is the mening of..Ugh!( choak hold by Scorpion's hand)" "Shut your fat mouth! You tricked me of wearing this suit and you never warned me it would never come off?!" Ned walks up "Hey, buddy, put him.." "SHUT UP!!!" he swats him with his tail and threw him through the glass and into a desk "Ugh!!" Then tells Jonah "You and me are going on a little trip!" "To where?!" "You'll find out when we get there!" He jumped out the wind and carried off with Jonah. A few hours later, Peter got to the Bugle and saw ned unconciouse and badley hurt evan Jonah's office is trashed "Fosswell, What just happend here?" "Pete, Some guy in a Scorpion costume took J.J. and ran off!" "What about Ned?" Betty tells him "Don't worry about him, i just called an ambulence. Peter turns into Spider-Man and went to find Jonah. While finding him he said "I Can't believe i'm saving the guy wo hates Spider-Man. But, he's still my boss when he put it that way." Meanwhile, in the Ravencroft cafeteria, Eddie Brock was sitting with his new roommate Cletus Kassidy "You're crazy, Brock! And this is coming from me" "I'm telling you - we're Venom!!!" "Oh, please! Venom's, like, twice your size!" "I've already explained this: my other enhances all my natural abilities - and size!" "You mean the alien? Y'know, I met an alien once! He was from Europe! (laughs)" "You're so annoying". He swung by Midtown High and heard that Scorpion took Liz Allen as Spidy knows that Scorp is after him. He Saw Liz tied to railroad tracks by Scorpion "Save big mouth, or her! Your choice freak!!" then he ran off with Jonah a train was coming the Spider-Man saved Liz. After that, Scorpion got away and in order to know where 's going, he reveal his identity to Liz "Petey, Your Spider-Man?!" "I'm sorry, Liz it's not what you think. I had a resposiblity to protect people. It's a long story but it's not important right now. Where is taking him?" "Wait let me think. oh, Yes along the way Scorpion said he is going to throw him off the highest building in the city." "Hmm point of veiw, point of.. Of course! The Empire State Building! Thanks Liz, and please don't tell anyone." "Okey" "Thank, go to safty and call the cops" "Petey" Spider-Man and looks back for a second "Becareful" "Sure thing". Everyone sees Scorpion crawling up the tallest building in New York with Jonah Jameson wrapped in his tail "Gargan, Macky, come on, can't we talk about this!" "There's nothing to talk about, You ruined MY LIFE! Oh, and don't blame this one on the web-head, you did this, and now your're going to pay!" They both got to the top of the building and dropped Jonah and grabbed his collor and prepares to drop him off the high building. George Stacy, Stan Carter and Jean DeWolff came to arrest him "Freeze!" "Gargan, put down Mr. Jame..." Scorpion shoots a plasma blast from his tail as a warning "You stay out of this, Stacy!" DeWolff got closer and Scorpion warned her "One more step, or loud mouth here going to the worse splat all over the pavement" " ===Choices===: Venom is back threatening Peter to give him a choice: give up being Spider-Man of suffer. He accepts his deal besides, all the bad guys are in jail until Peter notice somethings not right venom thought he is joking but Pete's seriouse he tells him search the whole City for criminals and went to school then he met Kitty pryde and she told him about the X-men. Meanwhile, at Racencroft, Cleteus was looking at the small symbiote in the jar and wondered if it gave Brock powers, it will do the same to him but he had a cut on his finger. When the symbiote jumped onto it, it turned red and went crazy spreading all over his body. Soon Cletus Kasady become Carnage! "From now on, Cletus: We're deadly to Venom and Spiderman. I am CARNAAAAAAGE! (laughing insanly), But know, I've got very important work to do and..." Dr, Kofka came to check on him when suprisenly grabbed by Carnage "Cletus?!" "Yep doc, in the flesh or shoud i say in the ooz! (laughs) Let's go to drop you off and i'll be right back.. And don't bother of calling for help. I know of place no one can ear you, doll-face" Electro "Wait! I going with you." "Okey, you can tag along, sparky"Peter was at home helping his Aunt May with the dishes when he head a knock on the door than it was Gwen, Mary, Liz, Glory and Kenny came to invite him to harry's party then he went with them as they go to Harry's home, Venom knows that something isn't right and follows. Meanwhile on Ryker's isle, Carnage sneaks in the prison while Electro waits for him with the six on the boat. Cletus disquised him self as a prison guard as he makes his way into the control room and Stan Carter was there and "Hey, your not supposed to be down here" "[scoffs] Still have temper issues do you, Carter" "How'd....Wait a second... Kasady?! What are you doing here?" "Just here to free prisoners, distract the spider, you get the idea. Oh, i almost forgot. The name's Carnage, Stanly" Carter screams as Carnage grabbed him and pulled him away from the controls then "Let the fun begin!" Most of the prison cells opend allowing all prisoners to start a riot while The Six, Montana, Fancy Dan, Ox and other prsoners escape including Silvermane. As Doc Ock, Rhino, Sandman, Scorpion, Vulture and the Enforcers got to Electro, Doc ask him how he planed a interesting break out then Electro had help from Carnage as he points his finger towards him "Thank you, sparky." Montana "Who do you think you are, Kasady?" "Oh, please, Call me Carnage! And i'm here to tell you how to defeat Spider-Man" "What the hay are saying" "Did you ever notice anything stange about spider-man when he wored the Black suit?" Rhino did remember that when carged at Spider-man, his web pitts stretched and blinded him and Doc Ock. Carnage explained to them about the sybiote and Sandman came to free his partner but Carnage got there first and he joins the six. Cletus wish them luck as he sees Silver Sable's helicopter flys over and she picks up her father and carnage clings on the bottum with carter ties up "Well, Carter. enjoying the ride?" Carter muffles in anger as the fly back to the city. Meanwhile,


After Mary, Gwen, Harry, Flash, Liz, Randy, Sally, Kenny, Sha Shan and Glory were kidnapped by the Sinister Six: Doctor Octopus, Electro, Vulture, Rhino, Sandman and Scorpion (new member) and the New Enforcers, Peter realizes that he can't fight them alone when Tombstone told him a very good advice: "Keep your friends close and enemies closer" By that moment, Tombstone actually making sense and went to find Eddie. "Okey bro, i'm here! Where are you?" "Right here!" as appears infront of him "

  1. Past vs Future:
  2. New Allience:
  3. Ties that Bind:
  4. Enemy Grounds
  5. H20:
  6. Treachary: After Spider-Man and Venom put Hydro-Man on ice, the go to ESU labs and found out that Miles Warren created
  7. Night the of Wolf
  8. Gang Strike

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