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Spider-Man stops Carnage before he can infect others.

When Spider-Man arrives, the Triskelion is already under Carnage’s control. has acquired a tablet fragment and Carnage in the Triskelion, but Carnage suddenly attacks the agents and takes the tablet fragment, using it to turn S.H.I.E.L.D.

Meanwhile in the Ultimate universe S.H.I.E.L.D. Spider-Man shuts down the reactor and defeats her, claiming the fragment. She uses the tablet fragment to power a reactor used to wreak havoc on the world. In the 2099 universe Spider-Man encounters Doctor Octopus who is the head of Alchemax’s Shadow Division, responsible for creating Hobgoblin and hiring Scorpion. After a battle under a circus tent, Osborn is defeated and Spider-Man claims his fragment. In the Noir universe Spider-Man confronts Norman Osborn, who has gained a monstrous appearance through use of his fragment, at a carnival. Spider-Man defeats Juggernaut and claims the tablet fragment. Juggernaut uses the fragment’s power to become stronger, but the tablet’s power is at odds with his Crimson Gem, leaving him vulnerable. Spider-Man finds the next fragment in a construction yard, encountering Juggernaut, who unknowingly grabs the fragment while on the run from Silver Sable and the Wild Pack. During the exchange Mysterio attacks them, threatening to kill Madame Web if Spider-Man doesn’t bring him the other fragments. In the Amazing universe, Madame Web receives a fragment from Amazing Spider-Man. He manages to defeat Deadpool and claim the tablet fragment. Deadpool then uses the real fragment to clone himself, attacking Spider-Man. When he confronts Deadpool, he is given a fake tablet fragment.

He maneuvers through the set while fighting Deadpool’s fans, destroying cameras, and evading tidal waves. Ultimate Spider-Man is then challenged to appear on Deadpool’s reality show. During the ensuing battle Spider-Man traps Scorpion under debris and claims the tablet fragment. When Spider-Man confronts Scorpion, he mentions that a “smart lady with metal arms” hired him to steal the fragment. Spider-Man 2099 comes across a building where Scorpion has laid eggs which hatch into miniature versions of himself. When he finally faces Vulture, Spider-Man defeats him by exposing him to light, then claims the fragment. Spider-Man Noir then pursues Vulture through the streets. Spider-Man defeats Sandman with the use of water, claiming his fragment. Sandman uses the fragment’s power to take over the quarry and create minions, which he uses to attack Spider-Man. Back in the Amazing universe Spider-Man then finds a fragment in the clutches of Sandman at an abandoned quarry owned by Roxxon Industries.

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