Miles Warren, a college professor turned supervillain, who created a clone of himself and it was left to develop to his current age. After Warren's apparent death, the clone continued to develop, turning into a walking corpse. Blaming Spiderman for the state of it's existence, it attacked Peter Parker. After capturing him, Carrion cloned Spiderman to create a monster he called the "Spider-Amoeba" to kill Spiderman. Spiderman managed to escape and the lab exploded killing Carrion and Spider-Amoeba