After Venom and Kasady, now calling himself Carnage, retrieve the portal device for Dormammu, Venom ends his alliance, while Carnage agrees to help drain an equal amount of life force to help Dormammu. To prevent that from happening Spider-Man teams up with Iron Man. However, when Carnage drains the life of someone Eddie cares about, Venom is forced to help the heroes stop Dormammu, Mordo, and Carnage.
This episode provides examples of:
- And This Is for...: Iron Man when attacking Venom at the Bugle.Iron Man: That was for War Machine! This is for me!
- Be Careful What You Wish For: As Madame Web talks about sacrifices and expecting the unexpected, Spider-Man asks what this is all really about.Spider-Man: What are you preparing me for, anyway?
Madame Web: A horror! A horror beyond belief! [disappears]
Spider-Man: Great. Real glad I asked. - Benevolent Boss: Tony wants War Machine given the best possible medical care, and he personally assures him the loss of the probe isn't his fault. He later gets into it with Jonah for calling War Machine incompetent and rude.
- Big Damn Heroes:
- Jonah is about to unmask the unconscious Spider-Man, but War Machine orders him to back off.
- At the Bugle, Venom is about to pound Spider-Man into paste, but then he gets blasted by Iron Man.
- Big "NO!": Spider-Man, after Carnage manages to drain Terri Lee.
- Bittersweet Ending: While Dormammu has been stopped from arriving on Earth and Carnage has been banished alongside him, Venom is now trapped in Dormammu's dimension with them due sacrificing himself to save Dr. Kafka from being dragged with Carnage.
- Didn't See That Coming: In the end, Spider-Man admits he never would've expected a bitter enemy like Eddie Brock to make a Heroic Sacrifice for love and the overall fate of the world. Madame Web tells him that part of this training involves getting him to see such unlikely situations coming.
- Dramatic Irony: After the villains are sealed away, Iron Man smashes the probe to prevent it from being used again. An unaware Spider-Man says the big boss at Stark Industries won't like that.Iron Man: If Tony Stark has a problem, he can take it up with me.
- Enemy Mine: After Spider-Man tells Brock about how Carnage has kidnapped and taken the life force Dr. Ashley Kafka, whom Brock has developed feeling for, he makes an uneasy allaince with Spider-Man and Iron Man to save Ashley.
- Faux Affably Evil: Venom indulges in this, after getting the drop on Jonah and grabbing him.Venom: Why, if it isn't our old boss. The perfect appetizer!
- Heel–Face Turn: When Brock learns from Spider-Man that Carnage has drained the life of Dr. Kafka, he agrees to help Spider-Man and Iron Man stop Dormammu with his plans.
- Heroic Sacrifice: When Carnage attempts to drag Dr. Kafka through the portal, Venom sacrifices himself to rescue her and take Cletus out once and for all.
- I Want You to Meet an Old Friend of Mine: Spider-Man and Iron Man interact for the first time here. Christopher Daniel Barnes and Robert Hays previously starred in the short-lived Starman show together. Both were reportedly thrilled over the chance to reunite for this superhero team-up.
- Irony: After Brock's sacrifice, Spider-Man reflects on how the guy was his greatest enemy but also his greatest ally when it mattered most.
- Revenge: Venom goes to the Bugle looking for his most hated enemy, but when given the opportunity, he also gladly tries to take out the boss that previously fired him.
- Revenge Before Reason: Having claimed so much other life energy, Carnage was intending to cap it off with Spider-Man, but then Ashley showed up at the scene. He decided to drain her out of pure spite, leaving a major superhero still in action to try to stop him and Dormammu.
- Screw This, I'm Outta Here: After Venom retrieves the portal device for Dormammu to be brought Earth, he ditches Baron Mordu and Carnage to resume his quest for vengeance against Spider-Man.
- Tanks for Nothing: Tanks are sent in to stop Carnage, but he easily overturns one tank, rips open the underside, and feeds on the souls of the crew inside.
- Villain: Exit, Stage Left: After Dormammu and Carnage are trapped in the Dark Dimension, Mordo quietly flees.
