A fragment of the original Carnage symbiote is on the loose and has taken a new host (someone that May Parker knows?) By himself, Carnage might be too powerful for May to handle on her own, but when the crimson-symbioted maniac kidnaps Peter Parker and May's baby brother Ben, she has no choice but to face him... alone.
Somewhere Carnage is hiding out, dangling a hysterical baby Ben Parker and tormenting his father, who is trussed up by the symbiote and dangles helplessly as Carnage threatens to kill his only son. Peter notices that Carnage is speaking with two voices, and he pulls the symbiote back from his face to reveal... someone Peter recognizes. Carnage then orders Peter to tell him where May is.
May, meanwhile, is criss-crossing the city frantically searching for her father and little brother. Unfortunately, she stumbles across Agent Weadon's new squad of "former" supervillains, who are just a little bit too eager to bring her in for questioning. She evades them easily, only to stumble into the path of a pair of S.H.I.E.L.D. helicars. She manages to escape them as well, but only after night has fallen.
Back at the hideout, Carnage is very slowly slicing open Peter Parker's throat, apparently just for the fun of it. Suddenly he remembers an errand "we promised to run," and leaves, taking Ben with him. Peter is left alone, still tied up with no hope of escape. But even though he may be retired, he is still Spider-Man. He remembers the words of his Uncle Ben. He pulls at the strands of symbiote holding him in place, straining and straining until he pulls himself free.
Spider-Girl, meanwhile, has finally gotten away from S.H.I.E.L.D. but is at the end of her rope. The frustration, the panic, and the confusion nearly get the best of her. She forces herself to run through what she knows... and realizes that the Carnage symbiote freaked out when it saw Courtney Duran. Carnage's new host is none other than Moose Mansfield.
Knowing who Carnage is gives her an idea of WHERE Carnage is, and she finds him quickly only to discover that he has Ben with him. The two begin to fight, Spider-Girl desperately trying to recover her brother, while Moose and the symbiote begin to argue with each other. Spider-Girl tells Moose to fight back, and he overcomes Carnage long enough to tell her that his father is dying, and only Carnage can save him.
Carnage takes control and crashes into Midtown Medical Center with Spider-Girl practically helpless to stop him. The pair crash into Mr. Mansfield's room and Carnage offers her a choice: save the baby--whom he is dangling out the window--or save the hospital staff in the room. Carnage drops the baby and May leaps out after him, dragging the medical staff along with her in a move than has even Carnage impressed by its sheer insanity. May shoots out some webbing to grab Ben, flings him back up into the air (with Ben having the time of his life), grabs the medical staff and gets them to safety, slings herself back up into the air and snatches Ben in the nick of time.
Spider-Girl swings Ben to safety, relieved that her brother is safe at last... only her spider sense goes haywire. Before May's shocked eyes, Ben morphs into a mini-Carnage. He's been infected with the symbiote now, too.
Remember the time in one of the numerous Venom limited series in the 90's when Eddie Brock's ex-wife Ann Weying became "She-Venom?" As bad as that idea was, turning May's baby brother into a little Carnage was worse.
It's really a shame, too, because this goofy ending ruins what was otherwise a very gripping story. Peter helpless to stop Carnage from getting away with his son, only to reach deep within himself and pull himself free in yet another display of strength and endurance that has been a Spider-Man staple since ASM #33. May frantically trying to find Carnage, desperate to save her family, then willing to risk everything to save them when she finds what she's looking for. Even Carnage was interesting; the reluctant host thing has been done more than once before, but is done well enough that it's not a detriment to the story. May's actions at the hospital--reckless yet probably the only viable solution--set the stage for what should have been a nail-biting cliffhanger and a fitting end to a five-web story.
Instead we get Baby Carnage. Meh.
Note to Tom DeFalco: please don't ever do this again. It's dumb, it's overly melodramatic, and it just ruined a great story. What next, the Carnage symbiote possesses the family dog? Sheesh....
Five web story with a one web ending. I'll split the difference just because I loved it up until the last page. Three webs.