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Venom Returns was the thirty-eighth episode of Spider-Man. The episode saw, as the title suggests, the return of Venom to the series. This was also the first animated appearance of Venom's offspring Carnage. It also featured Stark Industries, Jim Rhodes, Tony Stark, and War Machine all using the voice actors from Iron Man. Carnage was a difficult character to adapt into a series meant for children. While in the comics Cletus Kasady was a homicidal maniac, in the show Kasady's crimes and true nature are left ambiguous. Carnage was still able to form knives with his fingers and an ax with his hand. In the episode, Baron Mordo returns the Venom symbiote to Eddie Brock in order to steal a device from Stark Industries. His purpose is to release the demon Dormammu into this world. To help in the task Mordo bonds recently incarcerated criminal Cletus Kasady with the Venom symbiote's offspring to form Carnage. The first of a two-part episode.
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- Tony Stark suits up to help recover technology stolen by Venom and Carnage. (Carnage)