In CARNAGE, one of the most ruthless villains in the history of the Marvel Universe, the fan-favorite Carnage, gets the Ultimate treatment! And though young Peter Parker has proven himself time and time again on the field of battle, can even he hope to defeat this heartless killing machine?

In SUPERSTARS, a bizarre occurrence brings Spider-Man and Wolverine together for the weirdest team-up in super-hero history! As the two struggle to get to the bottom of this mystery, their lives literally unravel. Why are both heroes too concerned with their own lives to work together? Strap yourself in, True Believer, it's all part of the ride you get when you buy a ticket for THE TEAM-UP FOR PEOPLE WHO HATE TEAM-UPS!

Plus: Johnny Storm realizes that despite his new flame powers and fame on the horizon, he still doesn't have a high-school diploma. And where does the young New Yorker enroll? Why, none other than a certain Queens high school that also counts one Peter Parker - Spider-Man - as a student.

Collects ULTIMATE SPIDER-MAN #60-71, (also published as ULTIMATE SPIDER-MAN VOL. 11: CARNAGE and ULTIMATE SPIDER-MAN VOL. 12: SUPERSTARS) plus a hefty helping of DVD-style extras!