- Carnage: [he's unable to drain Spider-Man] What's happening?
- Baron Mordo: Carnage!
- [appears as an astral projection]
- Baron Mordo: Your body can hold no more life force. Come back so that you can be drained.
- Carnage: [to Spider-Man] I'll catch you later for dessert.
- [throws him aside and runs off]
- Detective Terri Lee: [helps Spider-Man up] How do we stop that horror?
- Spider-Man: He's only half the problem. Venom's still out there too. Somewhere.
- Baron Mordo: [blasting at Spider-Man and Iron Man] This is for meddling in my affairs.
- Spider-Man: Careful! They're some kind of mystic bolts!
- Iron Man: Didn't think they were spit-wads.
- [he and Mordo blast at each other]
- Iron Man: Nice try, Mordo! Now you've earned a taste of my repulsor rays!
- [blasts him down]
- Spider-Man: [Carnage attempts to attack Spider-Man, but Iron Man blasts him back] That's two I owe you.
- Iron Man: Who's counting?
- War Machine: [stopping Jameson from unmasking Spider-Man] Hold it! I think he looks good in a mask.
- J. Jonah Jameson: What are you doing? I'm a journalist.
- War Machine: You're also trespassing.
- J. Jonah Jameson: That's ridiculous! Here's my press badge.
- War Machine: [takes the badge and crushes it] I don't see no stinking badge.'
- J. Jonah Jameson: What are you, nuts? You'll hear from my lawyers! I've got the best.
- Spider-Man: [after Venom and Carnage get away] Thanks.
- [War Machine falls over]
- Spider-Man: Hey, you've been hurt.
- [Tony Stark appears on the giant screen]
- Tony Stark: Spider-Man, please get War Machine to a doctor immediately.
- War Machine: Tony, I'm sorry I let you down.
- Tony Stark: Nonsense, my friend. You softened him up. Now I'm gonna send someone in to finish the job.
- [the screen shuts off]
- Spider-Man: Who's he gonna send?
- War Machine: The guy named Iron Man.
- J. Jonah Jameson: [confronting Tony Stark] It's all your fault those freaks got that device, Stark! Your security staff is incompetent! And rude too!
- Tony Stark: They just have a low tolerance for yellow journalism.
- J. Jonah Jameson: Yellow? How dare you use that kind of language in description of me!
- Venom: [preparing to finish Spider-Man] Good-bye.
- Dr. Ashley Kafka: Eddie, no! If you destroy Spider-Man, the alien will take over completely.
- Spider-Man: [after Venom gets away] I owe you one, Iron Man. Thanks.
- Iron Man: Don't mention it. Any friend of War Machine's is a friend of mine.
- Dr. Ashley Kafka: [after the battle] He couldn't bear to live as a monster in a world of men. Perhaps what's left of Eddie will find peace in that other, strange world he's in now.
- Spider-Man: I hope so, doctor. I honestly do.