corpse was examined by agents of S.H.I.E.L.D. Dr. William Allen ignored safety protocols and in the process was infected by a new, stronger version of the Carrion virus, transforming him into the third incarnation of the villain. The most deadly Carrion of all, he exhibited the further ability to use a "zombie plague" to control the minds of others, but also found that both Warren and Allen's minds fought for control of the body. As Carrion sought to infect the city with the Red Dust plague, Spider-Man confronted the High Evolutionary, who confirmed that he had deliberately sought to distort Warren's achievements by faking the journals and evidence to make it seem that Warren had never achieved true cloning. Spider-Man discovered Warren's old notes which were used to generate a cure, whilst he confronted Carrion. The latter now revealed that the original Carrion had indeed been a clone of Warren, created to incubate a virus to destroy mankind, but that it had been released too early and failed in its mission. Spider-Man subdued the new Carrion, who was taken into S.H.I.E.L.D. custody. The High Evolutionary provided data from Warren's journals that could potentially cure him. However, no cure was discovered for William, so he has been kept in stasis in a secure S.H.I.E.L.D. facility. Carrion was at some point incarcerated in Negative Zone Prison Alpha. When Blastaar and his forces invade the facility in search of its portal to Earth, Star-Lord forces Carrion to help him send a telepathic distress signal to Mantis and the other Guardians of the Galaxy. Carrion later appears as a member of the Shadow Council's incarnation of the Masters of Evil. Sentient virus A new version of Carrion, engineered by the Jackal, ran rampant through New York, jumping from one host body to the next (taking control of them in the interim). After being pursued across the city by Superior Spider-Man (Doctor Octopus' mind in Peter Parker's body), the Carrion virus took hold of Hyperion's body. After a brief battle with the Avengers, the Carrion virus was thought to have been destroyed by Superior Spider-Man. However, it was able to regenerate itself and returned to its creator. The Carrion virus joined the Jackal and a clone of Miles Warren in their battle against Superior Spider-Man and Scarlet Spider. During the fight, it attempted to take control of Scarlet Spider's mind, but was stymied by the