Carnage is the eighth episode of Ultimate Spider-Man Season 2.
The Green Goblin returns and kidnaps Peter Parker to transform him into his ultimate weapon, Carnage, to bring him Spider-Man. Things get worse when part of the Symbiote causes Harry Osborn to become Venom and as Venom, Harry goes after his father Norman, to "finish the job."
The Goblin returns and attack Spider-Man as he rides his cycle across the city. Through pumpkin bombs at the wall-crawler, from his Goblin Glider, destroying a building on the way. The team arrive and Power Man helps steady the building. Peter meets with Harry and gets a ride in his Limousine, but they are attack by the Goblin, but he was not there for Harry but for Peter. He takes Peter to his secret lab and injects him with a version of the Venom symbiote. This new version takes over his body and starts destroying the lab, which impressed the Goblin dubbing his new creation "Carnage." The Carnage symbiote goes to Harry's apartment where it attack the team. Harry then confronts the creature which bonds with the symbiote within him becoming Venom once more. Venom then goes to the Goblins hideout to confront his father, with Spider-Man not far behind. Venom attacks his father, which gives Spider-Man time to slip away and return as Peter. He begs Harry to give up the symbiote, he rejects the creature. As the Goblin is about to attack he starts to realise that Peter Parker could be Spider-Man, but he is attack by Iron Fist in Peter's Spider-man suit. Destroying the lab the Goblin escapes. Iron Fist returns his costume as Harry deals with the rejection of his father.
- Peter: Harry. stop.
- Venom: Parker.
- Peter: You don't need to do this. I know you've been hurt, Harry. I know I've let you down too. But we can't give up on the people we care about, Harry. Not ever. You didn't give up on me. I won't give up on you.
- Venom: He's a monster. I'm a monster.
- Peter: No. That suit is the monster. You're my friend. My best friend. My family. And I know my friend Harry still believes his dad can be saved.
- Harry: Dad?
- Venom: No! Father is gone forever. You and I is family. We is one.
- Harry: I won my father back, And I won't give up. I won't in spite of everything, I love him. Get out!
- Venom: No!
- [Symbiote roars]
- Peter: Okay. That was just--wow.