|Air date||March 31, 2013|
|Written by||Man of Action & Paul Giacoppo|
|Directed by||Phil Pignotti|
Carnage is the eighth episode of Ultimate Spider-Man Season 2.
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 fought and easily defeated White Tiger, Iron Fist, Power Man and Nova. 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. the episode ends with the Goblin watching Harry's Limousine drive away.
- Venom/Harry Osborn
- Harry: Stand back Pete, I got this
- Harry: Leave him out of this dad, it's me you want.
- Goblin: Hardly.
- Peter: Okay? This is creepy even for you.
- Goblin: Peter Parker, I want you.
- Goblin: It's just an old family recipe. It will help you grow big and strong.
- Goblin: Yes.
- Goblin: Obey Symbiote. Perfect look at the absolute carnage you've brought I... Hmm. Carnage? I like it.
- Goblin: Still alive? No. Find them, rip them to shreds, bring me Spider-Man then you can be part of the family.
- Iron Fist: This Venom indeed seems different.
- Power Man: Whoa. And it's diffidently pointier.
- Nova: And peppier. I'm Guessing too much caffeine.
- White Tiger: Or the Goblin approved on the original formula.
- 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.