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Carnage is the twelfth episode of season three. Spider-Man must team up with Iron Man and must make an uneasy alliance with Venom to stop Baron Mordo and Carnage from releasing Dormammu from the Dark Dimension. This episode features the first full appearance of Iron Man.

Plot

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At Stark Enterprises, Carnage is preparing to kill Spider-Man. However, he is stopped by Venom who says that he wants to kill Spider-Man himself. Venom and Carnage get into a fight. However, Baron Mordo's astral form appears before them and he orders Venom and Carnage to stop fighting. Baron Mordo then orders Venom and Carnage to bring the Inter-Dimensional Probe back to him. As Mordo vanishes Carnage tells Venom that he was lucky and that Mordo won't always be around to save him. Venom and Carnage then leave with the Inter-Dimensional Probe. As they leave Ashley Kafka shouts at Venom and begs him to come back.

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With Spider-Man still unconscious J. Jonah Jameson walks up to him and starts to remove his mask. However, Jameson is stopped by War Machine who aims a laser gun at him. War Machine then tells Jameson that he is trespassing. Jameson tries showing War Machine that the has a press pass. However, War Machine grabs the press pass and crumbles it up. Jameson then walks away. As Spider-Man stands up War Machine begins to fall down because he was injured by Carnage. Tony Stark then appears on a television screen and asks Spider-Man to take War Machine to a hospital. War Machine apologizes for letting Venom and Carnage escape with the Inter-Dimensional Probe. Tony Stark then says that he is sending someone else to finish the job and the monitor goes black. As Spider-Man asks who Tony Stark is sending War Machine answers Iron Man.

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A short while later Tony Stark goes into his Hall of Armor at the Los Angeles branch of Stark Enterprises and puts on his Iron Man armor. Tony Stark then uses the jets on his armor to fly to New York City.

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Later that night Venom and Carnage return to Mordo's lair and give him the Inter-Dimensional Probe. Venom says that they are now even and attacks Carnage. As Venom and Carnage start to fight Dormammu blasts them with a mystic bolt. Dormammu then tells them that even with the Inter-Dimensional Probe he is still unable to leave the Dark Dimension unless and equal amount to life energy is sent there to replace him. However, Venom believes that his debt to Dormammu is already paid so he abandons them. Carnage starts to chase after Venom. However, Dormammu tells Carnage that he no longer needs Venom and that he will be sufficient to complete the next phase of his plan.

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The next day Spider-Man swings through the city and thinks to himself that Carnage must be stopped and also wonders where Carnage will strike next. At that moment in Grand Army Plaza, Carnage is terrorizing the city. Terri Lee is there leading a police operation to capture Carnage. Terri Lee sends in two tanks to try and take Carnage down. However, Carnage is extremely powerful and is easily able to overpower the tanks. Carnage then rips the tops off of the tanks and drains the two drivers of their life energy. Spider-Man then attacks Carnage but is easily defeated. Carnage attempts to drain Spider-Man's life for but is unable to. As Carnage angrily wonders why he is unable to drain Spider-Man's life force Baron Mordo's astral form appears and tells Carnage that his body can not hold anymore life energy and that he must return to their lair to be drained of what life energy is already inside of him. Carnage then throws Spider-Man to the ground and leaves. Terri Lee runs over to Spider-Man and frantically asks how they can possibly stop Carnage. Spider-Man then says that Carnage is only half the problem and that Venom is still on the lose as well.

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Mary Jane learns from Eddie Brock that Peter Parker loves her.

Later that night Mary Jane Watson and Anna Watson go to May Parker's house to keep her company. May is worried about Peter and can't stop worrying about him. Anna tells May that if she doesn't calm down she will get sick. At that moment the doorbell rings and Mary Jane opens the door to find Eddie Brock standing there. Brock asks if Peter is home and Mary Jane answers that he is not home. As Mary Jane starts to shut the door May walks up and tells Brock that she remembers him. May also believes that Brock is a friend of Peter's. May then tells Brock that Peter is at the Daily Bugle. As Brock starts to walk off Mary Jane runs up to him and asks what he wants with Peter because she knows that they are not friends. Brock tells Mary Jane that she is inquisitive and beautiful and that it is no wonder why Peter loves her so much. Eddie Brock then walks off. Mary Jane is very surprised to hear that Peter has those kind of feelings for her.

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At that moment at the J3 Communications studio J. Jonah Jameson blames Tony Stark for allowing Venom and Carnage to steal the Inner-Dimensional Probe and accuses his staff a being rude, referring to War Machine. Stark gets angry and tells Jameson that his security has a low tolerance for yellow journalism. This makes Jameson angry. Jameson goes on to blame Spider-Man for causing all the trouble. At that moment Peter Parker is in the room taking pictures of Jameson with Stark. A few seconds later Venom breaks through the ceiling and into the J3 studio. Venom then grabs Jameson and webs Peter to a television camera. Ashley Kafka who is also there yells at Venom to stop. Dr. Kafka tells Venom that it is the symbiote that compels him to violence and that he must fight it. Brock attempts to fight the symbiote and Peter manages to break free from Venom's webbing and runs off to change into his Spider-Man costume. Only seconds later Venom sees Spider-Man crawling on the ceiling and attacks him. As Spider-Man lies on the ground he places a Spider-Tracer on Venom's leg. However, Venom sees this and the symbiote surrounds the tracer on his leg and crushes it.
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Tony Stark also manages to get away and change into his Iron Man armor. As Venom is about to kill Spider-Man, Iron Man appears and blasts Venom with a repulsor beam. However, Venom is able to take down Iron Man as well. Eddie Brock then begs Dr. Kafka to help him. Kafka tells Brock to fight the symbiote. However, Venom grabs Dr. Kafka and web swings away. Spider-Man then thanks Iron Man for his help and the two heroes go after Venom.
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Back at their lair Baron Mordo drains Carnage of the life forces he collected and places them into a mystical urn. However, Mordo tells Carnage that the urn is not full yet and they need the life forces from a few more people.

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As Spider-Man and Iron Man search the city for Venom and Carnage, Spider-Man wonders where they could be. Spider-Man says to himself that Madame Web might know where they are but says that that "old crone" is never around when he needs her. At that moment Spider-Man is surrounded by a strange purple smoke and is teleported to Madame Web's parlor. Spider-Man says that he doesn't have time for her and that he needs to help Iron Man find Venom and Carnage. However, Madame Web uses her powers to show Spider-Man events which have unfolded within the last couple of minutes. Madame Web shows Spider-Man that Venom took Ashley Kafka to the Ravencroft Institute for the Criminally Insane. Spider-Man watches as Brock tells Dr. Kafka that when he spared Spider-Man the symbiote nearly tore apart his mind and that the symbiote sees her as a threat. Ashley Kafka then revealed that she loved Eddie Brock. The symbiote attempts to take over and Eddie Brock says that it is getting stronger. Dr. Kafka then tells Brock that she has a friend that can help him. Brock and Kafka then go to Empire State University and speak with Curt Connors. Spider-Man continues to watch as Eddie and Ashley go to Curt Connors for help. While in the ESU lab Dr. Connors uses a sonic noise to separate Eddie Brock from the symbiote. Dr. Connors then traps the symbiote in a glass container. Ashley Kafka tells Eddie that he is now free from the symbiote and Eddie kisses Ashley on the lips.

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Spider-Man then asks where Carnage is. Madame Web shows Spider-Man that carnage is sitting in an apartment. Spider-Man says that it looks like Carnage is waiting on someone. Madame Web answers that Carnage is waiting on a mutual acquaintance and says that it is a strong woman. Madame Web then tells Spider-Man that he must keep his friends close and his enemies closer. Spider-Man then swings through the city and wonders who could be a mutual acquaintance for him and Carnage. Spider-Man then realizes who Madame Web was talking about and hurries to get to her apartment.

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A short while later Terri Lee enters her apartment and finds Cletus Kasady waiting for her. Terri Lee is terrified at the sight of Kasady in her apartment but becomes even more terrified when she sees the symbiote surround Kasady turning him into Carnage. As Carnage grabs Terri Lee, Spider-Man swings in and tackles Carnage. To get Carnage away from Terri Lee, Spider-Man crawls up to the roof and Carnage follows him.

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Meanwhile back at Dr. Connors laboratory at ESU Ashley Kafka gets a call on her cell phone. As Dr. Kafka starts to leave Dr. Connors asks where she is going. Dr, Kafka answers that Carnage has just been spotted in Columbus Circle and that she is going to help him (instead of staying away from him). Curt Connors offers to go with Dr. Kafka. However, Dr. Kafka tells Curt that he needs to stay to help Eddie Brock.

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At Columbus Circle, Spider-Man and Carnage fight each other. Carnage is able to fire a part of his symbiote into Spider-Man's Web-Shooters jamming them up. This causes the web shooters to explode trapping Spider-Man in a net made from his own webbing. Carnage then cut down the billboard behind Spider-Man and it fell on top of him. With Spider-Man down Terri Lee arrives and holds Carnage at gunpoint. However, Carnage is able to form the symbiote into a shield and block Terri Lee's laser blast. Carnage then attaches his webbing to Terri Lee and drains her of her life force. Spider-Man gets free from underneath the billboard and tackles Carnage and they both fall off the roof toward the ground. As they fall Spider-Man manages to get on top of Carnage so Carnage hits the ground first. Spider-Man believes that Carnage is beaten and starts to walk away. However, Carnage gets up and attaches his webbing to Spider-Man and drains him of his life force. At that moment Ashley Kafka arrives and Carnage drains her of her life force as well. Baron Mordo's astral form then appears to Carnage and tells him that they now have enough life force to free Dormammu. As Carnage throws Dr. Kafka over his shoulder Mordo recites a spell and teleports both of them back to their lair. Spider-Man knows he has to find Carnage but is unsure where to start. Spider-Man then remembers what Madame Web said, "A warrior keeps his friends close and his enemies closer." Iron Man is the only friend Spider-Man can think of that can help him. However, Spider-Man soon realizes that Venom is the enemy Madame Web was referring to. Spider-Man knows that Brock could tell him where Carnage and Mordo are because he has been to their lair as Venom.

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Back at Empire State University, Eddie Brock resting after being separated from the symbiote. As Brock wakes up he notices that Ashley Kafka isn't there. Curt Connors tells Brock that Ashley isn't there. Brock becomes concerned for for and asks Dr. Connors where Ashley is. Curt answers that Dr. Kafka went to help Carnage. Curt also tells Brock that he heard over the radio that Dr. Kafka vanished without a trace. At that moment Spider-Man and Iron Man arrive at the laboratory. Spider-Man tells Brock that if he really loves Dr. Kafka he will tell them where Mordo's lair is. Brock tells Spider-Man and Iron Man that they won't be able to take on Carnage, Baron Mordo, and Dormammu alone. Brock offers to help them and says he can do it by re-bonding with the symbiote. Spider-Man and Iron Man try to talk Brock out of it and Dr. Connors tells Brock that he won't survive another separation attempt. However, Brock pushes Spider-Man away and rams the glass container holding the symbiote. Brock and the symbiote bond turning Brock into Venom again. Venom nearly kills Spider-Man. However, Spider-Man reminds Venom that Ashley is in danger. Venom realizes that he can't beat Carnage, Mordo, and Dormammu alone and decides to work with Spider-Man and Iron Man. As Spider-Man, Venom, and Iron Man head toward Mordo and Carnage's lair Spider-Man thinks to himself that teaming up with a sociopath like Venom isn't a great idea. However, Spider-Man now understands what Madame Web meant when she said keep your friends close and your enemies closer.

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Meanwhile at Mordo's lair, Carnage drains the last bit of life force he absorbed into the urn while Baron Mordo uses the Inter-Dimensional Probe to open a portal to the Dark Dimension. However, Spider-Man, Iron Man, and Venom arrive and fight Carnage and Baron Mordo. Iron Man is quickly able to take down Baron Mordo and Venom fights Carnage and demands to know where Ashley Kafka is. As Venom throws Carnage against a curtain the curtain rips revealing Dr. Kafka lying on a bed unconscious. As venom walks over to Ashley to see if she is alright Baron Mordo commands Carnage to release the life forces from the urn. Carnage does as commanded and the life forces float into the portal allowing Dormammu to go through the portal onto Earth.

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As Dormammu steps through the portal on to Earth he gladly says that he is now in a new world as has new souls to consume. Spider-Man then asks Iron Man and Venom to hold Dormammu off for a while. As Iron Man and Venom fight Dormammu, Spider-Man runs up to the Inter-Dimensional Probe and begins to adjust some of it's settings. Spider-Man is able to adjust the polarity of the Inner-Dimensional Probe and attempts to use it to send Dormammu back to the Dark Dimension. Dormammu begins to be sucked though the portal. However, he is able to hold on and attempts to climb out of the portal. As Carnage tries to attack Spider-Man, Iron Man blasts Carnage with his repulsor beam. As Dormammu starts to get sucked through the portal the life energy comes out of the Dark Dimension and returns to the bodies they were taken from returning everyone to normal, including Terri Lee.

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Ashley Kafka's life force then returns to her and she wakes up. Eddie asks if she is alright. However, Brock is hit by one of Baron Mordo's mystic bolts and falls to the ground. Ashley runs to Eddie and Eddie tells her that he can feel the symbiote taking over his mind. At that moment Carnage is fighting Iron Man but Dormammu orders him to protect the Inner-Dimensional Probe from Spider-Man. Carnage pins Spider-Man against the wall and Spider-Man shout out to Brock for help. However, the symbiote has now fully taken control of Brock and only Venom remains. Venom tackles Carnage and Spider-Man is able to use the Inner-Dimensional Probe to send Dormammu back through the portal to the Dark Dimension. However, Spider-Man is unable to close the portal and realizes that Dormammu was able to create an energy link between himself and Carnage. After hearing this Iron Man realizes that since there is a link between the portal and Carnage the only way to close the portal is to send Carnage through it. Venom then throws Carnage at the portal. However, Carnage is able to hold onto a stalactite. Carnage states that he isn't going to the Dark Dimension alone and uses his webbing to grab Ashley. However, Venom tackles Carnage which sends himself and Carnage through the portal and in the process saves Ashley Kafka. Mordo watches what is going on and makes his escape. As the portal closes Iron Man smashes the Inner-Dimension Probe and destroys it. Spider-Man tells Iron Man that the probe belongs to Stark Enterprises. However, Iron Man replies that if Tony Stark has a problem with it he can take it up with him.

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As the sun rises Spider-Man takes Ashley Kafka back to Ravencroft. Ashley tells Spider-Man that Eddie Brock couldn't bare to live as a monster in a world of men and that whatever is left of Eddie can finally find peace in whatever strange dimension he is in now. Spider-Man replies that he hopes she is right and web swings away.

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As Spider-Man passes Coney Island he thinks to himself that Venom was once his greatest enemy but in the end proved to be his greatest ally. Spider-Man is then surrounded by a purple mist and is teleported to Madame Web. Madame Web senses that Spider-Man is confused. Spider-Man then says that he didn't expect Eddie Brock to sacrifice himself like he did. Madame Web tells Spider-Man that he must learn to expect the unexpected because someday he might have to make a sacrifice. Spider-Man asks Madame Web what it is exactly that she is preparing him for. Madame Web answers that she is preparing him for "a horror beyond belief." Madame Web then vanishes and Spider-Man is sent back to Coney Island and he web swings away.

Cast

Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Hank Azaria Venom / Eddie Brock
Robert Hays Iron Man / Tony Stark
Scott Cleverdon Carnage / Cletus Kasady
Tony Jay Baron Mordo
Ed Gilbert Dormammu
Barbara Goodson Ashley Kafka
James Avery War Machine / James Rhodes
Ed Asner J. Jonah Jameson
Sara Ballantine Mary Jane Watson
Linda Gary May Parker
Majel Barrett Anna Watson
Dawnn Lewis Terri Lee
Joan Lee Madame Web
Joseph Campanella Curt Connors

Locations

  • Cave
  • Stark Enterprises

Items

Continuity

  • Despite airing after The Spot this episode and Venom Returns actually take place before The Spot.
  • In The Spot, Tony Stark shut down Jonathan Ohnn's portal research because Baron Mordo and Carnage attempted to use Stark Enterprises portal technology to bring Dormammu to Earth.
  • May Parker recognizes Eddie Brock and calls him "Peter's friend from the Bugle". In The Alien Costume, Part III, Brock went to Peter's house looking for him. Aunt May briefly talked to May before trying to kill her by using his spider strength to push a tree onto the house.
  • As Eddie Brock leaves the house Mary Jane tells Brock that she knows he is not Peter's friend. In The Alien Costume, Part III, Mary Jane met Eddie Brock while her and Peter were on their way to see a movie. Mary Jane briefly talked to Brock before Peter pulled her away and told her that Brock was a "creep".
  • In this episode Curt Connors states that a got a sample of the symbiote from Spider-Man a few months ago. This happened in the episode, The Alien Costume, Part II. While this episode aired a year and a half after The Alien Costume, Part II it is still possible that Carnage only takes place a few months after The Alien Costume, Part II. Since Spider-Man: The Animated Series is so serialized several episodes take place right after each other or within the span of a few days.

Trivia

  • As preparation for his role as Carnage, John Semper Jr. gave Scott Cleverdon a collected edition of the 1993 comic book series, Maximum Carnage.
  • James Avery and Robert Hays both reprised their roles of War Machine and Iron Man from Iron Man: The Animated Series.
  • James Avery reprised his role as War Machine despite the fact that he had been replaced by Dorian Harewood in Iron Man: The Animated Series. However, Harewood voiced Tombstone in Spider-Man: The Animated Series.
  • Avery also voiced Blacklash and Whirlwind during the first season of Iron Man: The Animated Series.
  • This episode also stars Ed Gilbert as Dormammu. Ed Gilbert starred alongside Hays and Avery in Iron Man: The Animated Series. During Iron Man: The Animated Series first season he voiced the Mandarin, Ultimo, and Grey Gargoyle.
  • When War Machine grabs J. Jonah Jameson's press badge he says "I don't see no stinkin' badge." This is a quote from the 1948 movie, The Treasure of Sierra Madre. The actual quote from the movie is "Badges? We ain't got no badges. We don't need no badges. I don't have to show you any stinking badges!".
  • In this episode Carnage is able to drain people of their life force so that Baron Mordo can use it to free Dormammu from the Dark Dimension. When Carnage was introduced into Marvel's Ultimate comics in 2004, Carnage actually had to feed on humans to survive.
  • Christopher Daniel Barnes previously worked with Robert Hays in the television series, Starman, which aired on ABC from 1986 to 1987. Hays played Paul Forrester and Barnes played Scott Hayden Jr. who in the series were father and son.
  • When Christopher Daniel Barnes learned that Iron Man was going to be voiced by Robert Hays, Barnes became extremely excited about the idea of doing a crossover with his Starman co-star.
  • During the episode Madame Web tells Spider-Man that a warrior keeps his friends close and his enemies closer. This is a reference to the movie, The Godfather, Part II. In The Godfather, Part II, Michael Corleone tells Frank Pentangeli that his father taught him to "Keep your friends close and your enemies closer."
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  • The billboard advertising milk and has "Milk... It's All Good" written on it. This could be a reference to a milk commercial from the 1980's where the slogan was "Milk, It Does A Body Good". This billboard previously appeared in the episode, Tombstone.
  • When Dr. Kafka leaves that laboratory to see is she can help Carnage, the following shot on Dr. Connors shows him with his right arm and missing his left arm when technically he's supposed to have his left arm with the right one missing.
  • While working with Scott Cleverdon, the voice of Carnage, John Semper Jr. learned that he was the husband of Assumpta Serna who Semper was a big fan of.
  • In an online interview, John Semper Jr. said that he felt that Carnage should have appeared more on Spider-Man: The Animated Series because there was so much more potential for him story wise. However, Semper didn't feel he needed any more episodes devoted to Venom because he felt the character was "starting to show his age" during the episodes, Venom Returns and Carnage and didn't want to use the character anymore.
  • Scott Cleverdon asked John Semper Jr. if Carnage would ever return on Spider-Man: The Animated Series. However, he was told that Carnage would be hard to bring back because he is a serial kill and doesn't fit that well into a kids cartoon.
  • The first time Scott Cleverson saw his performance as Carnage was on a YouTube video. Since YouTube was founded in 2005 it took Scott Cleverdon a minimum of nine years after the episode aired to watch it.
  • During an interview Scott Ceverdon revealed that out of all the cartoon characters he played Carnage was the most difficult cartoon character he ever voiced.

Episode review

A review by Amazing Spidey from Marvel Animation Age

Concluding from where Venom Returns left off, the episode took a more mystic turn thanks largely unneeded presence of Dormammu. It also had a large number of fight scenes, although the story didn't suffer for it. The fights were always give and take in this series, some of them were pretty cool, despite the censors, whilst others were embarrassingly bad, mostly due to some dodgy editing and poor timing. One of, if not the most annoying things about this show was that when it was good, it was arguably the best show on TV. When it was bad? It was absolutely terrible, almost to the point of being unwatchable.

The cast was especially large, considering we had Spidey, Venom, Carnage, Iron Man, Mordo, Dr. Kafka and Dormammu to contend with, which is a shame because the symbiotes were the best part, and Dormammu and Mordo aren't really all that interesting. I really don't think they had any place here. They worked well enough in Doctor Strange, because they're his villains. They're far too weird for Spidey. Stark's dimensional transporter gave them a good reason to return, but unfortunately, Dormammu was the main villain here, which doesn't sit well with me. The episode should've been about Carnage, in my opinion.

One of the best scenes in the episode featured Venom returning to the Daily Bugle and attacking Jameson. Spidey intervened, and for a few short minutes it was the Spidey versus Venom sequel we never had. Quite why Spidey's most popular villain only had 3 appearances in the show is baffling, especially considering how good they all were. As I've said before, I would've loved to see the Island fight animated, but the series basically ran out of episodes. I think this would've made a great episode for an utherwise mediocre season four, which lacked any big villains, and featured the return of characters who were mostly B stringers.

The episode was actually well directed for a change. Despite the large number of characters, the fight scenes were pretty good, for Spider-Man's standards. There was nothing here that was Night of the Lizard worthy, but good all the same. I especially liked the Spider-Man/Carnage fight in the city.

Carnage wasn't allowed to kill people on Saturday morning, so the crew had him suck the life out of people. The visual for this was actually pretty cool, it kind of inverted his design. I didn't think they did too bad a job of Carnage, especially as he was everything the series wasn't allowed to do. He had a great design, and the animation was actually very well done. I would've loved to see more of Carnage, maybe an episode without Venom, but again, the series was cut short. Ironically enough the sixth season premiere was proposed to be Spider-Man vs. Carnage, whilst he searched for Mary Jane, Alas, not to be. A great shame.

Iron Man was cool in this episode. When this first aired, I had only seen season one of his show, so it was great to see Iron Man with a good design, and not have him run through exactly the same story every week. His design is one of the best the Spider-Man: TAS crew ever did. Hay's delivered, as always. I'm glad they brought him in instead of replacing him, like they did with the Fantastic Four crew.

The ending was pretty disappointing, if only for the fact it made it essentially wrote off the chance to see Venom and Carnage again. I thought Brock's romance with Dr. Kafka was pretty lame to be honest, and to have the story end on that note was a little sour. I liked Spidey's little recap at the fairground, mainly because of some awesome animation, but it's still a big disappointment that we never saw Venom or Carnage again.

Quotes

(Carnage forms the symbiote into an ax on his hand.)

"Guess I could say you axed for this Web-Man."

-Carnage

"Stop! Spider-Man is ours! and ours alone!"

-Venom

"You may be our spawn, but that wont keep us from destroying you!"

-Venom

"Stop this petty squabble! The master commands you to bring back the inner-dimensional machine. The Dread Dormammu made you both what you are and you agreed to help him! Do you dare go back on your word?"

"The heck with my word, man. I'm gonna bring this back. I can't wait to see the horrors Dormammu's gonna commit when he gets here."

-Baron Mordo & Carnage

"You were lucky this time. Mordo won't always be around to save your hide."

-Carnage

(J. Jonah Jameson starts to remove Spider-Man's mask.)

"Hold it! I think he looks good in a mask."

"What are you doing? I'm a journalist."

"You're also trespassing."

"Trespassing? That's ridiculous. Here's my press badge."

(War Machine grabs J. Jonah Jameson's press badge and crumbles it up.)

"I don't see no stinkin' badge."

-War Machine & J. Jonah Jameson

"Spider-Man, please, get War Machine to a doctor. Immediately."

"Tony, I'm sorry I let you down."

"None sense my friend. You softened 'em up. Now I'm gonna send someone in to finish the job."

"Who's he gonna send?"

"The guy named Iron Man."

-Tony Stark, War Machine, & Spider-Man

(Venom hits Carnage.)

"That was good for an old guy."

-Carnage

"I cannot leave my world unless an equal amount of life force is sent here to replace me."

"We don't have time for this! Our debt is paid in full!"

"Ingrate! I'll drag him back here!"

"Stop! I don't need Venom anymore. You will be sufficient for this assignment."

-Dormammu, Venom, & Carnage

"Kasady's insane mind has bonded so completely with the symbiote he refers to himself as I instead of we. He has to be stopped! But where will he strike next?"

-Spider-Man

"I hate havin' my meals interrupted!"

-Carnage

(Carnage rips the top off of a tank to feed on the life force of the police inside.)

"Just like sardine cans. Snack time!"

-Carnage

"I know that loud sound or intense heat can stop a symbiote. But that's no help to me right now!"

-Spider-Man

"I hope your life force isn't as useless as your life."

-Carnage

"I'll catch you later for dessert."

-Carnage

"Mr. Brock, I remember you too. And I know that Peter isn't your friend. What do you want with him?"

"Inquisitive aren't you? And beautiful too. No wonder we remember that he loves you so much."

"Peter loves me?"

-Mary Jane Watson & Eddie Brock

"It's all your fault those freaks got that device, Stark! Your security staff is incompetent! And rude too!"

"They just have a low tolerance for yellow journalism!"

"Yellow! How dare you use that kind of language in description of me!"

-J. Jonah Jameson & Tony Stark

"You use the word freaks. These are human beings who have an illness."

"You make it sound like they have the flu Dr. Kafka. These monsters must be stopped! And you know who's at the bottom of all this? Spider-Man. He's the one who's attracting this trouble."

-Ashley Kafka & J. Jonah Jameson

"Why if it isn't our old boss. Perfect appetizer. Ah, and here's the main course. This is what we call service."

-Venom

"Eddie listen to me. It' the symbiote that compels you to violence. You must fight it's influence."

-Ashley Kafka

"Venom's appearance here caught me off guard but Dr. Kafka's bought me some time."

-Peter Parker

"You see. You are strong enough you can reject it."

"No Ashley. Our other is too strong!"

-Ashley Kafka & Eddie Brock

"Eddie, no. If you destroy Spider-Man the alien will take over completely!"

-Ashley Kafka

"You were going to follow us? What made you think you'd live long enough?"

-Venom

(Iron Man blasts Venom with a replusor beam.)

"That was for War Machine. This is for me."

(Iron Man tackles Venom.)

-Iron Man

"Fight the symbiote."

"Shut up!"

-Ashley Kafka & Venom

"I owe you one Iron Man. Thanks."

"Don't mention it. Any friend of War Machine's is a friend of mine."

-Spider-Man & Iron Man

"This is taking forever! I've got people to torment!"

"The transfer is almost complete."

"And then we can say hello to hot head. I mean Dormammu."

"The urn is not yet full. We need the energy of a few more lives."

"Only a few? Too bad."

-Carnage & Baron Mordo

"Where are they? Maybe Madame Web would know. Except that weird old crone's never around when you. . . hey!"

"Old crone am I?"

"Look I don't have time to talk. I have to help Iron Man find Venom and Carnage."

"Hold your tongue! And watch. You see. Time has already passed."

-Spider-Man & Madame Web

"Where am I? Ravencroft?"

"We, no, I brought you back. You were right about my other. When I spared Spider-Man the symbiote it nearly tore apart my mind. Right now it sees you as a threat. No but I can't!"

"I can't imagine how you must be suffering Eddie."

"I can stand it. I can stand it for you. Ashley I know you could never love a monster like me."

"But I could love the man. We must separate you from the symbiote before it's too late."

"No!"

"Fight it Eddie! You must!"

"The alien is getting stronger!"

"Then we mustn't waste time. I have an associate who can help us."

-Ashley Kafka & Eddie Brock

(Madame Web uses her powers to show Spider-Man the past and future.)

"How do you do this?"

"Transcend time and space? It's simple. I practice."

-Spider-Man & Madame Web

(Eddie Brock gets separated from the symbiote.)

"Are we, am I?"

"Yes. You're Eddie again. And only Eddie."

-Eddie Brock & Ashley Kafka

"It's Kasady. Where is he?"

"He's waiting for a mutual acquaintance of yours. A strong woman."

"Who?"

"Remember this. You must keep your friends close and your enemies even closer."

-Spider-Man & Madame Web

"Good evening Detective Lee. I told you we'd meet again to settle old accounts."

-Cletus Kasady

(Terri Lee aims her gun at Carnage)

"Aren't we inhospitable."

"I'll show you inhospitable."

"You ruined my surprise!"

-Carnage & Spider-Man

"I'm gonna shred you to pieces!"

-Carnage

"Hot head gets your life force but I get the rest of ya."

-Carnage

"We needed one more life force and you're elected."

"Kasady!"

"If one person deserves this more then him it's you!"

-Carnage & Ashley Kafka

"The only friend I can think of who can help me now is Iron Man. But as for keeping my enemies closer? What was she talking about? Brock. I need Brock's help. He knows where Mordo's lair is. He's been there. . . as Venom."

-Spider-Man

"Brock, if you really love that woman you'll tell us where Mordo is."

"You wanna go up against Carnage, Mordo, and that fiery freak. You don't stand a chance."

-Spider-Man & Eddie Brock

"There's nothing I can do. But there's plenty Venom can do."

"You can't be serious!"

"Easy friend. The last thing this world needs is to deal with that monster again."

-Eddie Brock, Spider-Man, & Iron Man

"If you rebond with the symbiote you'll never survive another separation attempt. That'll be the end of Eddie Brock."

"And if I don't it'll be the end of Ashley!"

-Curt Connors & Eddie Brock

(Eddie Brock rebonds with the symbiote turning him into Venom.)

"At last we are together again!"

-Venom

"Not that you'll be much help. But I can't do this alone. We're partners. For now."

"Partners? Am I outta my mind?"

-Eddie Brock & Spider-Man

"Going up against Carnage, Mordo, and Dormammu with this love sick sociopath is not my kind of buddy movie. But now I see what Madame web meant about keeping my enemies closer."

-Spider-Man

"Sorry to drop in without an invitation!"

-Eddie Brock

(Baron Mordo fires magic energy at Iron Man.)

"This is for meddling in my affairs!"

"Be careful. They're some kind of mystic bolts!"

"Didn't think they were spit wads!"

-Baron Mordo, Spider-Man, & Iron Man

"Nice try Mordo! Now you've earned a taste of my repulsor rays!"

-Iron Man

"Carnage, release the contents of the urn."

-Baron Mordo

"Alright hot head. We've been waitin' for ya."

-Carnage

"At last! A new world and new souls to consume!"

"Sorry pal. Dinners canceled!"

-Dormammu & Spider-Man

"That went real well ya wall crawlin' worm."

"I've got another idea. You think you and Iron Man can hold him off without me?"

"Ha. Who needs you at all?"

-Eddie Brock & Spider-Man

(Dormammu starts getting sucked back through the portal into the Dark Dimension.)

"Sorry pal. You're going back to the old neighborhood."

-Spider-Man

(Carnage is about to attack Spider-Man but Iron Man blasts Carnage with his repulsor ray.)

"Now that's two I owe you."

"Who's counting."

-Spider-Man & Iron Man

"I'm so glad you're safe."

"You re-bonded with the alien to save me. Oh Eddie"

"I can feel the symbiote taking over. I'm a monster again!"

"Don't leave me Eddie!"

-Eddie Brock & Ashley Kafka

(Spider-Man is being attacked by Carnage.)

"Brock! Help me!"

"There is no Eddie Brock! Now there is only Venom!"

-Spider-Man & Venom

(As Carnage starts to get sucked through the portal he grabs Ashley Kafka.)

"I'm not going in there alone!"

-Carnage

(As Eddie Brock gets sucked into the portal to the Dark Dimension.)

"Eddie!"

I'll always love you!"

-Ashley Kafka & Eddie Brock

"All is lost, for now."

-Baron Mordo

(Iron Man smashes the Inner-Dimensional Probe.)

"Hey. That belongs to Stark Industries."

"If Tony Stark has a problem he can take it up with me."

-Spider-Man & Iron Man

"He couldn't bare bare to live in a monster in a world of men. Perhaps what's left of Eddie can find peace in that other strange world he's in now."

"I hope so doctor. I honestly do."

-Ashley Kafka & Spider-Man

"He may have been my greatest enemy. But in the end he proved to be my greatest ally. Oh please, not this! Not now!"

"I sense you're confused."

"I am. Who would've expected Eddie Brock to make a sacrifice like that?"

"You must learn to expect the unexpected. You yourself might soon have to make such a sacrifice."

"What are you preparing me for anyway?"

"A horror! A horror beyond belief!"

"Great. Real glad I asked."

-Spider-Man & Madame Web