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Carnage worked with Venom in an effort to perpetuate the spread of an alien hive mind throughout Counter-Earth. They mutated into new more powerful forms prompting Spider-Man to create his new suit. They also had an elastic stretching power instead of webs.
Carnage gains the ability to change into a somewhat liquid form. His appearance changes to appear taller, skinnier, and with boney protrusions. How exactly Carnage and Venom gained new powers is unknown.
- 7 Appearances of Cletus Kasady (Earth-751263)
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