One of the most ruthless villains in Marvel history, the fan-favorite Carnage, gets the Ultimate treatment! And though young Peter Parker has proven himself time and again on the field of battle, can even he hope to defeat this heartless killing machine? Then, a bizarre occurrence brings Spider-Man and Wolverine together for the weirdest team-up in superhero history! As the two struggle to get to the bottom of this mystery, their lives literally unravel. What bizarre phenomenon has both heroes too distracted to work together?