Ultimate Spider-Man: Carnage, Part 3
Issue: #62
Writer: Brian Michael Bendis
Pencils: Mark Bagley
Inker: Scott Hana
Colors: J.D.Smith

Research assistant Ben Reilly walks back into Dr. Conner’s lab and discovers the experiment’s container is open. Whatever was inside has escaped. He calls Conners to find out if he’s taken the experiment, then hears a commotion in the hallway. Someone has found the body of security guard, shriveled up like a mummy.

At the Queen’s Center Mall food court, Gwen Stacy sees Mary Jane Watson, who is taking a dinner break from her job at the Big Easy Cajun. They sit and talk about Peter and his life as Spider-Man. MJ says she worries when she sees him on the television, and mentions that she had once almost been killed because of his double life. Gwen comments that she hadn’t considered that they might be in danger as well. MJ replies that stuff either happens or it doesn’t, and that it would be just as likely for them to get mugged on the way to the bus stop or whatever. The conversation turns to the fact that Gwen and Peter are living in the same house, and Gwen assures MJ that there’s nothing going on between herself and Peter; she thinks of him as a younger brother.

Elsewhere, a man and a woman are walking past an alley when they see something move. They think it’s a little boy. Suddenly a red liquid shoots out of the alley and grabs the man’s face, pulling him into the darkness. The woman sees something with red eyes and claws, and then the liquid grabs her too. She is dragged into the alley. In the next panels we see two mummified corpses and the shadow of what looks like a dragon on the wall of the building. Finally a red monster with claws and fangs steps out of the alley.

The New York City police are at Empire State University to investigate the security guard’s death when Dr. Curt Conners arrives. The investigator asks Conners where he’s been this evening; Conners replies he’s been spending time with his son. An officer is escorting Ben Reilly out of the lab; Reilly and Conners exchange glances.

In the alley, the monster Carnage is having flashbacks of hands in a Spider-Man costume and of MJ. This is followed by a flood of faces of the many people Peter knows, from his boss at the Daily Bugle to his teachers at school, his fellow students, and other superheroes and villains. Carnage “remembers” swinging over the rooftops; it climbs a building and beings working its way to the Parker home in Queens.

Outside the house, Gwen Stacy has forgotten her keys. She tries the door to Peter’s basement lab, but it’s locked. Gwen hears a noise and sees a pair of yellow eyes in the shadow of the bushes. Carnage steps out and its tendrils grab Gwen, draining her life. As she dies, Carnage’s face changes to something more human. Then it drops Gwen’s body and disappears into the shadows.

Submitted By: Seldes Katne