Due to a accident while fighting Doc Ock. May Carmen Parker also know as the Amazing Spider Girl ends being sent to the Totally Spies Universe. Where she must help Sam, Clover, and this universe version of her mother Alex fight the forces of evil.

While trying to capture Tim Scam in a Laboratory . Clover ends up coming across the Carnage Symbiote . Now permanently bonded to the Symbiote Clover becomes the evil and murderous creature know only as Carnage.