We finally conclude our Looking Back on Carrion which we started four issues ago in Spectacular Spider-Man #28. You're still with us? Excellent!
With Peter strapped to the lab table, Carrion raves on about how the Jackal tried to bring Spider-Man "to justice for the murder of Gwen Stacy". Pete responds that the Jackal was insane and realized it at the end. Too bad Carrion is a clone created from a time before the Jackal came to his senses. After two pages of recap, Carrion further reveals to Spidey that he is telepathic! (A power that has since been forgotten, I think.) He then tells the story of his origin.
It seems that Prof. Warren extracted a cell sample from himself just before venturing out to Shea Stadium (in Amazing #149) and injected it into a clone casket. Unfortunately, Warren was killed and never returned to his laboratory. (Don't even ask me how all this fits into the later revelations of the Jackal surviving and the events in the Osborn Journals and so on. What are you trying to do? Kill me?)
In the casket, the cell slowly developed into a clone of Prof. Warren but "something went wrong! The casket refused to open.. the process continued! The body reached old age.. died.. yet still the fluid kept it alive!" (In other words, he died but stayed alive. Or whatever.) Months after Warren's death, the casket is opened by a student who stumbled on the Professor's secret lab. The student is Randy Vale and the emerging Carrion puts an immediate death-grip on his neck demanding servitude. "Accept and I offer you power!" says the clone, "Refuse and I will destroy you." Naturally, Vale accepts and keeps tabs on Spider-Man as Carrion's remains hidden, allowing his various powers to emerge. Eventually, Carrion, fulfilling part of his vow of power, provides Vale with the Darter costume. But what he actually has in mind is to eventually give Randy the powers of Spider-Man himself.
At this point, though, it seems that Carrion has abandoned that plan. Spidey's power is too great for Vale. Instead, he has extracted a blood sample from Pete and injected it into "this protoplasmic pre-clone... a primitive amoebic ancestor of Peter Parker". He has, in essence, created a giant, mindless amoeba Spider-Man. (Why? Well, um....) Parker tries to break free but the restraints are electrified. He can only lie helpless as the amoeba is released and, "guided by its own primitive spider-sense" oozes over Peter. "It senses that it is part of you, Parker and it wants to become one with you again...You and the amoeba are almost brothers!" (Can we name it Ben?) (And, can someone remind me why Carrion is doing this when he could have used his touch of death to kill Pete a couple of issues ago?) (I suppose I should also mention that Carrion claims the creature has a "pure primeval killer instinct" since that becomes somewhat important later on.)
The amoeba has completely covered a helpless Spider-Man when, suddenly, Darter comes into the lab. He have been betrayed by his master who "gave Spider-Man's powers to that... that thing instead of me." He fires his blaster at Carrion but the beam passes harmlessly through the clone's body. Carrion responds by tossing some of his red death, a "mutated bacterial dust" into Darter's face. Darter drops his blaster which goes off when it hits the floor, it's beam striking the power pack on the slab on which Peter is imprisoned. The shackles are no longer electrified as a result and this allows Peter is shake off the amoeba and free himself. He is immediately concerned for Randy Vale but it is too late to save him. Darter's skin dissolves. By the time the whole gruesome death is complete, all that is left of Vale's head is his skull.
Parker is disgusted with the coldbloodedness of Carrion's crime. Stopping to don his mask, he then uses the now-tilting table as a springboard. With the amoeba sluggishly sated on one side, Spidey jumps on the other side, sending his "brother" to the ceiling. Carrion threatens to kill Aunt May after disposing of Spidey which enrages Pete into attacking the clone head on. "You slime-sucking cadaver! You crummy corpse!", Spidey yells. But in spite of his anger, Carrion kicks him away and the amoeba, using its spider-powers to cling to the ceiling, drops down on an unsuspecting Peter. Which is when the White Tiger shows up.
The Tiger tries to tackle Carrion himself but the cadaver easily knocks him aside with the back of his hand. The Tiger falls back against the clone casket, destroying it and starting a fire.
In the midst of the conflagration, Spider-Man tries to free himself from the amoeba and fails. The creature is amorphous, it yields with every blow and Peter is being suffocated by it. Fortunately for our hero, the amoeba anchors its pseudopods on the ground allowing Spidey to push off of something. He frees himself from the big green galoot (with little yellow spots on it, yet) and leaps away before the amoeba can snag him again. The amoeba, obeying its killer instinct (I told you this would become important later on) turns to the nearest body. Which happens to be Carrion.
Now, here's a guy who can leviate, who can teleport, who can turn immaterial, who can kill things with just a touch. Does he do any of these things? No. He yells, "stay back... I command you!" which is probably the one thing that he could do that will not work.
Meanwhile, the White Tiger is backed up against a wall by the fire. He cannot see what is happening to Spider-Man and Carrion. All that action is obscured by smoke. Fortunately, there is a window behind, which he breaks, and out of which he climbs. Right into the lap of the arriving police, led by Lt. D'Angelo.
Back inside, Carrion and the amoeba eye each other (so to speak). Yes, I was a bit hard on Carrion before because after trying the "bad dog" routine, he does indeed resort to his levitation and intangibility. Somehow, in spite of this, the amoeba extends a flagellum and pulls the clone down. Spidey explains, "the spider-amoeba was created through the same process which gave you life, Carrion. Though cloned from one of my cells it seems you two have a lot more in common, including the ability to negate each other's powers."
His death touch also failing him, Carrion is drawn into his creature. As long as he is in contact with the amoeba, he cannot teleport away. Frantically looking for a handhold, Carrion comes up with... the skull of Randy Vale and he realizes that Darter could have freed him if he had allowed him to live. Spidey is separated from Carrion and the amoeba by the flames, making him unable to help. (Not that he tries very hard.) Carrion is absorbed by his creation which is, apparently, subsequently, destroyed in the fire.
Spidey, philosophizing that Carrion never really lived (to assuage his guilt over not helping), must break through a window before being overwhelmed by the smoke. He climbs out and discovers that it is snowing outside. As fire fighters try to put out the blaze, Spidey sneaks, exhausted, to a nearby snow drift. "That's the best way to wipe away the horror of Carrion!", he thinks, "To lose it in clean, soothing, shifting show."
In the letters page, once prolific letterhack Al Schroeder III from Nashville, Tennessee suggests that "Perhaps the Peter Parker mag should feature non-traditional Spidey foes - enemies of other heroes - rather than his private Rogue's Gallery." (Precisely what Roger Stern did with the book some twenty to thirty issues hence.) And while Dave Pfeil of Wichita, Kansas guesses that Carrion is, in reality, Norman Osborn, Rob Hotchkin of Lyndhurst, Ohio guesses he is the ghost of Norman Osborn. Pretty good guesses considering how little Carrion appeared back in PPSSM #25. But, of course, wrong.