Spider-Man: Shattered Dimensions Act 3 Part 4 - Minimzed Carnage
Put in a bad mood, Ultimate Spidey goes the Triskelion to get help from Nick Fury and one of his S.H.I.E.L.D agents to take the final fragment they found, only to find the place in ruin and the bodies of several agents drained to husks. Horrified, Spidey learns it was Carnage, and angry, tries to pursue it, only to be attacked by several reanimated S.H.I.E.L.D agents. After saving a female S.H.I.E.L.D. scientist from said S.H.I.E.L.D. zombies, Spidey learns from her that she and the other scientists foolishly exposed Carnage to the fragment to create a new type of energy without permissions, only to make him escape and give him the power to turn anything he killed into his own zombified minions. After fighting off several of Carnage's minions and S.H.I.E.L.D's latest Spider-Slayers (which mistook him for an enemy due to him wearing the Black Suit), Spider-Man confronts him, and after a hard fight, Carnage flees to the control tower, where he infects more agents and turns himself into an egg. Teaming up with some reprogrammed Slayers, Spider-Man defeats Carnage by pinning him under rubble and taking the fragment, while telling him to "stay down".
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