Welcome to Loneliness & Cheeseburgers Presents: Ultimate Spider-Man (Vol. 1), Issue #62 – “Carnage (Part 3)”! In the previous installment, Curt Connors sits down with Peter Parker and has a frank discussion about how he wants to use his super-powered spidery blood to advance his research in the field of genetics so that he can get a grant so that he can make money and stop eating Stouffer’s TV dinners every night in his white tank top undershirt. Parker eventually grants his blessing, and now Curt Connors is incubating some sort of monster in a tube. That will work out well for everyone and no one is going to get hurt or killed or traumatized or lacerated in the process. Definitely not all four at once, of course.
Ultimate Spider-Man (Vol. 1), Issue #62 [September, 2004]
Written by: Brian Michael Bendis
“Carnage (Part 3)”
Professor of Science and Pseudoscience and Cryptozoology Ben Reilly enters the laboratory at Empire State University and is welcomed by a shock! The stasis tube is empty of creepy monsters. “Uh, what the–?” he says stupidly. He immediately calls Connors and asks him if he took the monster out of the tube for a little stroll around the park or something. “We’ve been robbed!” he yelps. Connors is panicking himself. Did anyone tell anyone anything about anything? They sincerely hope not!
Screams from the stairwell interrupt the phone conversation. Reilly finds a group of people staring down the stairs at a deceased security guard who looks like his face is melting off his… well, face. “AAAIIEEE!!” screams a woman or possibly Ned Flanders. Everyone standing around is like “who could have done something like this” while Reilly boggles and is now a murderer by association!
Meanwhile, at the Queens Center Mall food court, MJ spots Gwen hanging out by herself. “Oh, my God. It’s true. Gwen Stacy is at the mall. I thought I was hallucinatin’,” she says, pronouncing “hallucinating” like a bumpkin. Gwen makes fun of MJ’s fry cook clothing; MJ’s the newest hire at Big Easy Cajun, don’t ya know? “My dad left my mom, as you know, and so goes my allowance. So I got a job.” Good for you, girl. Learn the value of a dollar! Build that character! Get crushed with disillusionment by Corporate America!
Suddenly, this little conversation fails the Bechdel test when they start talking about smelly pants Peter Parker. Since it’s MJ’s break, they sit in the food court and talk all manner of how Parker is Spider-Man and that they both know that now.

The way that you can see his miniscule package through his tight spandex speedo thing drives the ladies WILD!
MJ gets to talk about the stuff that worries her, and the stuff that traumatized her. Like that time she almost died (INSERT LINK TO THAT ISSUE HERE EVEN THOUGH I’LL NEVER FIND IT, SO YOU MIGHT AS WELL JUST DEAL WITH NOT KNOWING WHAT SHE’S TALKING ABOUT). It didn’t occur to Gwen that she might almost die! That sucks wangs.
Then MJ and Gwen talk about how there’s been a certain tension between them ever since Gwen moved into the Parker household, but don’t you worry your pretty little red head about it. Gwen thinks Parker smells like zucchini, and Parker doesn’t like blondes. “He adores you, MJ. He doesn’t even look twice at me.” Gwen flashes a huge smile showing ten rows of white teeth. “He doesn’t even do that thing guys do where they check out my butt when I walk by… and I have such a great butt.”
Mmm-hmm. Well, that puts MJ about .005% more at ease. Gwen tells her to relax, she and Parker aren’t a thing, they never will be, and she might even be a lesbian. No fooling! Then they laugh and break the tension and MJ goes back to accidentally deep-frying her face.
Let’s turn to a creepy alley in the dead of night. A couple are walking by arguing about who is severely damaged and who is always so angry when they hear a rustling behind a dumpster. “What is that?” says the woman after she spots some strange blobby red humanoid thing (THAT ESCAPED FROM A TUBE, EEK).
“Is that a kid?” the woman says.
“It looks hurt,” says the man.
“Should we help it?”
“Uh, no.”
“No? We should help – hello?”
“We’ll call the cops.”
“Hello? Little boy? Are you hurt?”
Then the Stasis Tube Baby splats the dude’s face with its weird splatty hand.

Oh no! Blood bukkake!
The woman screams as Statis Tube Baby starts feeding on the guy or something. Then it thwaps the woman’s legs and drags her into the darkness of the alley while she screams things like “no” and “help”.
Soon, they become these desiccated melty-faced corpses and everyone lives happily ever after.
After the carnage is duly over, we get a full page shot of the Statis Baby’s final form! It looks like that time when Venom was being a jerk. That’s what the Stasis Baby looks like now. It looks simply horrifying. Damn you, Peter Parker’s blood! Damn you!
The next morning, the crime scene is flanked by gawkers while the police do the “NOTHING TO SEE HERE, MOVE ALONG” spiel. Curt Connors is there among the crowd looking positively shocked and awed. The Dean of the college is complaining to the police that the media circus is bad for business while Connors tries to get her attention. “This is Doctor Curt Connors,” the Dean says to the police while Connors bites his lower lip, eyes popping. “He’s on staff. This is the building his lab is–”
“And where were you this evening, doctor?” the policewoman asks Connors, cutting the Dean off like a Rude Gus. Connors has an alibi and they move on. “What happened?” Connors asks as if he didn’t already know exactly what the fuck happened.
There’s a whole sequence of the Venom Beast swinging around the city on his web-like appendages while flashes of Parker’s own memories from his own eyeballs flicker across his mind. Parker looking at MJ. Parker holding her hand. All his friends, his family, his enemies, Dead Uncle Ben, pictures of Spider-Man, and every pornographic video he has ever watched after downloading them from KaZaA using his 56k modem connection.
With this information, he knows where to go home…
It’s late at night, though, of course, and Gwen forgot her house key. Aww shucks! She tries the basement doors in the back of the house, but they’re locked too. Then she hears rustling in the nearby bushes.

Nothing to see here but us two ominous yellow lights!
It’s not Peter, dearie. Oh no no no, far from it. It’s Venom Beast and he wraps about six tendrils around the girl, choking her, pulling her in… then the beast’s face turns from this horrible visage to this image of a sad little boy.
The boy looks just like Peter Parker!
Then Venom Beast instantly lets Gwen go and scampers back into the bushes.
Final Thoughts
This was a good issue! You know why? Because Peter Parker wasn’t even in it! Ha! See you next time!
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