John Jameson's son crash lands his space shuttle on the George Washington Bridge and Spider-Man saves him but later is attacked by the Rhino. When Peter gets home he sees on TV that Spider-Man is being framed by Eddie Brock for causing the mess in the first place. While Peter goes to sleep the symbiote consumes his anger. Once Peter wakes up he realizes that he is in a new and improved Spider-Man costume. Spider-Man goes to Jameson and says that Eddie Brock is lying. Later, he visits Doc Connors to talk to him about the suit. Connors says that its a symbiote and should destroy it. Spider-Man leaves only to get into a fight with Shocker which Spider-Man gets the upper hand and almost kills him but thinks about what he's doing and goes and gets rid of the symbiote unknowing that Eddie Brock is under him and getting attached to the symbiote. When Spider-Man thinks he is free he gets attacked by Rhino and Shocker but blindly sees Venom defeating them both. Spider-Man sees Eddie Brock change to Venom and the fight a little. Another confrontation happens later in the episode where Spidey tricks Venom into fighting by a space shuttle and the noise is making the symbiote to let go. Spidey then webs the symbiote on to the shuttle. Eddie then is taken to custody and wants revenge for Spider-Man.
The symbiote returns to Earth and travels to Ravencroft to reunite with Eddie Brock, who then escapes as Venom. He is ordered by Dormammu, to whom the symbiote owes its earthly return, to steal a machine from Stark Enterprises capable of releasing Dormammu from his own far off dimension. When Venom battles Spider-Man and War Machine, he is easily defeated by the two heroes. Baron Mordo and Dormammu help Eddie Brock's cell-mate Cletus Kasady bond with a symbiote, who later dubs himself Carnage. Carnage then assists Venom in his task to retrieve the technology from Stark Enterprises, though when Carnage attempts to destroy Spider-Man, Venom attacks him, telling him that the wall-crawler is Venom's and Venom's only.