When a sample of the Venom symbiote is stolen, Michael Morbius and Doctor Octopus begin to experiment on it, accidentally enabling the revival of the destructive Carnage symbiote. Worse still, it appears the new Carnage can survive without a host, and when he begins to infect all of Manhattan including the Hulk its up to Spider-Man and Captain America to band together and save Manhattan while there is something left to be saved!