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Series Spider-Man
Release Date November 9, 1996
Episode Number 38
Writer John Semper, Jr.
James Krieg
Stan Berkowitz
14 images

Spider-Man must make an ally in the oddest of people in order to stop Carnage and Baron Mordo from releasing Dormammu and entering our dimension.



The family feud will have to wait.

Immediately following the events of the previous episode:

Carnage is about to off Spider-Man when Venom stops him because he wants the webslinger for himself. The two begin fighting when Baron Mordo appears to stop them. Carnage grabs the interdimensional probe and the two escape.

As the guards chase after the two symbiotes J. Jonah Jameson arrives and is about to unmask Spider-Man.

New Friend

Tony Stark suits up.

Jameson almost unmasks the wall crawling menace when War Machine stops him. When Jameson leaves War Machine collapses. Tony Stark tells Spider-Man to get War Machine to a doctor and he'll send Iron Man to help. Elsewhere, Tony Stark suits up in the Iron Man Armor and leaves.

After bringing the probe to Mordo Venom and Carnage restart their fight. Dormammu stops the fight and tells the two that he in order to enter their world they need an equal amount of life energy to put in his world to replace him. Venom refuses and leaves. Dormammu lets him since Carnage will be sufficient for this new assignment.

Carnage's new power.

Swinging through the city, Spider-Man comments that Kasady has bonded so well with the symbiote that he refers to himself as "I" instead of "we" as Venom does. Carnage attacks the New York Police Department but does something strange to those he comes into contact with, something he calls feeding. Apparently he is taking the lifeforce from others and absorbing it into himself. Carnage tries it on Spider-Man but finds that he's "full" and needs to drain before absorbing any others.

"Peter loves…me?"

At the Parker Home, Aunt May is once again worried about Peter as she is every time he's out late. Eddie Brock arrives looking for Peter and Aunt May tells him Peter's at The Daily Bugle. Mary Jane Watson confronts him as he leaves knowing that Brock is not Peter's friend. Brock leaves by telling her that "they" remembers why Peter loves her.

Venom is too much for even the Invincible Iron Man.

At J3 Jameson is yelling at Stark for having "incompetent" security. Stark says it's because they don't like yellow journalism. Dr. Ashley Kafka tells them that the symbiotes are not freaks but normal human beings with a disease. Unbeknownst to them Venom arrives on the room and enters the building. Venom enters the room attacking Jameson and webbing up Peter Parker. Dr. Kafka gets Eddie to reveal himself and Peter is able to get away. Eddie struggles to overcome his "other half" when he sees Spider-Man and looses control. Venom overpowers Spider-Man and while Iron Man saves him he is unable to stop Venom. Eddie struggles for control and takes Dr. Kafka and leaves.

In their lair, Carnage is impatiently draining himself of all the energy he's collected so far. The urn that is collecting all the energy is almost full. It just needs a few more lives before it is ready, much to the chagrin of Carnage.

Venom is separated, again.

Iron Man and Spider-Man are searching the city for Venom when Madame Web takes him and shows what is going on with the villain. At the Ravencroft Asylum for the Criminally Insane Eddie, now in control, tells Dr. Kafka that the symbiote went mad when he spared Spider-Man and sees her as a threat to it. Eddie loves her and she loves the man under the alien costume and knows someone who can separate the two. Kafka takes Eddie to see Dr. Curt Connors who, after analyzing the piece that Spider-Man left, believes he can separate Venom using heat and sonics. Dr. Conners is successful and puts the symbiote into a container using sporadic sonic and heat blasts to keep it contained.

Madame Web then shows Spider-Man that Kasady is waiting for a "mutual acquaintance" and reminds him to "keep your friends close and your enemies closer." Detective Terri Lee comes home to find Kasady, now Carnage, waiting for her.

Venom Joins

Dr. Kafka taking care of her patient.

Carnage attacks the detective and Spider-Man swings in to stop him. Dr. Kafka receives a call that Kasady's been spotted. Dr. Connors warns her to stay put but she must since Kasady is also her patient. When Carnage gains the upper hand over Spider-Man Detective Lee tries to stop him but gets her life energy absorbed. Spider-Man tackles Carnage and the two go off the room and Carnage takes the brunt of the fall. Dr. Kafka arrives and Carnage takes her life engery since it is the last one he needs and escapes

Partners…for now.

Spider-Man remembers Madame Web's words and realizes that Venom knows where Baron Mordo would be and goes off to see Eddie. Iron Man and Spider-Man arrive at the ESU Science Hall and ask Eddie for help. Eddie feels he needs to rebond with the symbiote in order to do anything but Dr. Connors warns him that he'll never survive another separation. Eddie feigns submission and breaks the container becoming Venom once more. Eddie gains control of the symbiote and tells Spider-Man that they're partners, for now.


The "dream" team.

The urn is now full and the portal is open. Iron Man, Spider-Man, and Venom arrive before Carnage can release the urn into the portal. Carnage distracts Venom with Dr. Kafka and opens the urn releasing Dormammu. Knowing how drastically overpowered the three heroes are Spider-Man hatches a plan requiring that Venom and Iron Man hold off the three villains without him.

Eddie Brock makes the ultimate sacrifice to stop Carnage and Dormammu

Spider-Man reverses the polarity of the probe and sucks Dormammu back to where he came from. As Dormammu gets sucked back the life energy he took is released into each person, such as Detective Lee and Dr. Kafka. Dr. Kafka awakes and thanks Eddie for saving her, but now the symbiote is taking over again and becomes Venom. Dormammu fully reenters the portal but Spider-Man is unable to shut down the probe. Dormammu created some kind of link between he and Carnage that won't break therefore keeping the portal open. Venom throws Carnage into the portal but Carnage quickly grabs Dr. Kafka. Venom saves her by sacrificing himself to stop Carnage.

The portal closes. Baron Mordo escapes. And Iron Man smashes the probe. When returning Dr. Kafka to Ravencroft she tells him that Eddie couldn't bear to be a monster in a world of men and that maybe he'll find peace in that other world. Spider-Man swings away commenting that his greatest enemy turned out to be his greatest ally. Madame Web appears and tells him to expect the unexpected and that he himself may have to make such a sacrifice as Eddie made.


Physical Therapy.jpg
Boy, is that all you got?
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  • In this episode Dr. Conners states that he got the symbiote piece from Spider-Man just a few months before the events of this episode. While that episode aired two years before it would still make sense. Many of the episodes between that and this one do occur directly after the previous episode, most being two-parters. For example, "Enter the Punisher" and "Duel of the Hunters" take place within several hours and directly after the events of "Morbius". Therefore it is not too much a stretch of the imagination to believe that time has been condensed from two years to a few months.




Robert Hays and James Avery reprise their roles as Tony Stark/Iron Man and James Rhodes/War Machine from Iron Man. Avery was replaced on the show by Dorian Harewood partway through season one. Harewood already plays Tombstone on Spider-Man.

Kasady in the comics was a homicidal murderer. When merged with the symbiote he became even deadlier. But as this is a show meant for children none of these aspects would have been allowed. Carnage is still made to be dangerous. Robbie Robertson does state in the previous episode that Kasady has done things "even the Post wouldn't report" implying that he may have done something the censors would not have allowed such as murder. Carnage was still able to form his iconic hand knives and hand ax.


"Amazing Spidey" of Marvel Animation Age said that the episode should have focused on the symbiotes and that Dormammu and Mordo were uninteresting and unneeded. Although the cast was large and there were many fight scenes the story was still well developed. Iron Man's design was perhaps the best of the series and superior to the one in his own series. The ending was a disappointment because it made it seem as though the writers wrote Venom and Carnage out of the series permanently. Though Carnage was to return in the proposed sixth season.

Comic Book Resources ranked this episode and its predecessor together as the thirteenth top episode of the series. They lauded the epic battle between Carnage, Venom, Spider-Man, Iron Man, and Baron Mordo. They claimed it was a perfect example of how the series could deal with deep themes like death, self-worth, and virtue while also getting around censorship restrictions. They liked that Kasady was still monstrous, Eddie had understandable mental anguish, and Spider-Man was hesitant to work with Venom. They enjoyed how mature the episode was for a kid's show.[1]

The episode has a 9.0 Superb rating at

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