Amazing Spider-Man #362

Marvel ⋅ 1992

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Key Facts

2nd full appearance of Carnage

Issue Details




Mark Bagley


David Michelinie


Rick Parker


Renee Witterstaetter


Bob Sharen


Randy Emberlin


May 1992


CARNAGE PART 2 - SAVAGE ALLIANCE With the mass-murderer known as Carnage on the loose in New York City, Spider-Man has enlisted the aid of the Human Torch to help locate Venom, who was last seen on a Caribbean Island after he was tricked into thinking he had killed Spider-Man.  As they fly to the island in the Fantasti-Car, Spider-Man prepares the sonic gun developed by Mister Fantastic, one of the symbiote's weaknesses. When they arrive on the island, Spider-Man and the Torch begin looking for Venom. Spider-Man thinks he made a mistake of allowing Brock to remain free, thinking he should have brought him to the Vault. However, he admits that the reason why he didn't do so is that he is afraid of Venom. The Torch can sense how stressed out Spider-Man is over this whole situation. He soon finds Eddie Brock relaxing on the beach and alerts Spider-Man to his presence. When Spider-Man and Torch make their presence known, Brock cannot believe that it is the real Spider-Man. Spider-Man pulls up his mask to reveal that he is the real Spider-Man. Filled with rage, Brock changes into Spider-Man and lunges at the wall-crawler.  Spider-Man blasts Venom with the sonic gun, injuring the symbiote. However, this does little to slow Venom's momentum, and he hits the wall-crawler with enough force to break the sonic gun in half. The Human Torch breaks up the fight when he places a ring of fire around Venom. Although this is another symbiote weakness, this doesn't stop Venom from sending a tendril into the sand and whip up enough to snuff out the Torch's flames. He then grabs the Torch by the throat and attempts to drown him in the ocean. With all of his defenses against Venom destroyed, Spider-Man tries to figure out his next move as Venom closes in on him. Meanwhile, back in New York City, Carnage has targeted the office of Robert Sutcliff, accepting the challenge from the desk guard that Sutcliff's office is impenetrable and begins murdering his way to the top of the building. Back on the island, Johnny Storm uses the last of his strength to unleash a nova flame, burning himself free. Wanting to give the Torch time to recover, Spider-Man flees with Venom in tow. The wall-crawler goes to the abandoned mining village where he fought Venom previously. Venom manages to ambush the wall-crawler thanks to the fact that his symbiote negates the hero's spider-sense and Venom can camouflage himself. Before Venom can crush Spider-Man under some mining equipment, the Torch arrives with the Fantasti-Car and blasts Venom with the onboard sonic blaster. With Venom weakened, Spider-Man quickly explains that they came seeking him to help stop Cletus Kasady who has a symbiote of his own and is murdering innocent people. This appeals to Venom's warped code to defend the innocent and as his symbiote recovers, he asks Spider-Man to tell him more.   Back in the city, Carnage has made his way into Sutcliff's office. When the businessman tries to shoot the killer, the bullets have no effect. Fleeing for his life, Robert tries to block Carnage's place with a bulletproof shield, but the symbiote is able to slice through it with ease. By the time Carnage catches up to Sutcliff, the businessman attempts to flee in a helicopter. With nobody qualified to fly the aircraft, Robert's life comes to an abrupt end when Carnage pushes the helicopter off the edge of the building. Satisfied with this latest kill, Carnage swings off looking for his next victim. While in the Carribean, Venom has finished hearing out Spider-Man. He tells the wall-crawler and the Torch that the symbiote reproduces asexually once a generation. However, the symbiotes have little regard for their offspring. He has since learned that his symbiote gave birth when it broke him out of Ryker's Island while he shared a cell with Cletus Kasady.  After hearing the web-spinner's story, he suspects that the symbiote's offspring developed unique abilities due to its gestation on Earth. As Venom has sworn himself to protecting the innocent, he agrees to help stop Carnage, in exchange for being allowed to go free after.   Back in Manhattan, Carnage returns to the scene of one of his as yet undiscovered murders to revel in news reports about his killing spree. After seeing a report about a police officer being awarded a medal, Kasady begins becomes furious, destroying the television. He vows to show the world just how heroic this police officer is, but first, he intends to make himself a sandwich. By this time, Spider-Man, The Human Torch, and Venom are just arriving in New York City to begin their search for Carnage. Eddie Brock compliments Johnny Storm and tells him he did an article about the Fantastic Four when he worked for The Daily Globe. Johnny, however, questions why Spider-Man insists that they work with someone who is clearly mentally unhinged. As Spider-Man explains that he has no choice, Johnny has to leave because he is getting an emergency signal from the Fantastic Four. Spider-Man and Venom disembark from the Fantasti-Car so they can begin their search for Carnage on their own. Venom reveals that he is able to track Carnage due to the fact that his symbiote can sens its own kind. They eventually find Cletus Kasady still fixing himself a snack at one of his crime scenes. Quickly turning into Carnage, he engages in battle with his two opponents. However, as it turns out, Carnage is more powerful than the combined powers of both Spider-Man and Venom.   The battle causes enough noise that a woman in the apartment below underneath them starts complaining by banging a broom on the ceiling of her home. Hearing this, Carnage breaks the floor, kills the mother and grabs her baby. He throws it out the window making both Spider-Man and Venom jump after it. Venom got the baby with his web and they bring it back to the apartment and find out Carnage has escaped. Searching the scene, Spider-Man finds the front page of the Daily Bugle. The headline features another one of J. Jonah Jameson's anti-crime editorials. Seeing how a hole had been punched through the photo of Jameson, Spider-Man fears that the publisher may be Carnage's next target. Spider-Man's hunch proves correct as Jonah returns to his office and discovers Carnage waiting to kill him.

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