- Spider-Man: [after Mary Jane has become the Carnage Queen; sarcastically] Fantastic. Another one of my friends has been drawn into my fight. Flash, Harry, Miles, even Aunt May. Now M.J's turned into a-a something! It's official. Being friends with me is the most dangerous thing you can do.
- Dr. Michael Morbius: [having put a controlling device on Carnage Queen] I thought you'd be uncontrollable, so of course I have a contingency.
- [the device activates and Carnage Queen's eyes glow]
- Carnage Queen: What is your bidding?
- [the insect drones fly away from the heroes]
- Spider-Man: Huh?
- Dr. Michael Morbius: Subdue our tormentors!
- [Carnage Queen directs the drones to attack the heroes]
- Spider-Man: Mary Jane, stop!
- Dr. Michael Morbius: [being in Carnage Queen's grip] I'm sorry to do this, my creation. But you give me no choice.
- [attempts to drain the life force from Carnage Queen]
- Carnage Queen: [laughs] Draining the life from me? I am not life. I am Carnage!
- Dr. Michael Morbius: What?
- [he is drained of his life energy]
- Mary Jane Watson: [after freeing herself from Carnage] You guys started a superhero club without me? Jerks.
- Peter Parker: [during Mary Jane's recovery] Yeah, I didn't exactly mention that the advanced science immersion school I went was S.H.I.E.L.D.
- Mary Jane Watson: You think I didn't know something was up? I am studying to be a reporter.
- Peter Parker: I never wanted to hide the truth from you. But I was worried if my identity got out, my enemies would go after the people closest to me, like you.
- Mary Jane Watson: Don't worry about it, tiger. I can handle myself.
- Peter Parker: And then some. You're the only way people got to safety during the Carnage outbreak.
- Mary Jane Watson: I like to help out.
- [takes his hands]
- Mary Jane Watson: Looks like that's something we have in common.
- [they stare at each other for a brief moment]