- Peter realizes he's completely neglecting his friends, influenced by the alien goo 'symbiote'. As it hates vibrations, he tries to get rid of it exposing it to church bells, but it pins him down and evokes memories of how it all started, the trauma of Uncle Ben's murder. However, Ben's memory stays and encourages Peter to resist and wrestle loose. Now he brings the goo back to the lab and thinks he freezes it to death. Eddie is furious his rehabilitation is turned to hopeless. But the symbiote survives, transfers to Eddie and brings Peter's memories along.—KGF Vissers
- Peter's new suit is causing his personality to change even more. At the Connors Lab, Martha must remove Eddie from their payroll, due to the loss of the black substance. At the hospital, Eddie furiously confronts Peter for getting him fired, causing Peter to angrily call Eddie out for his spiteful attitude. However, Flash reprimands Peter for acting cold and aloof towards his loved ones. Eddie decides to get back at Peter by going on a date with Mary Jane, but the date ends abruptly after Eddie starts endangering her and for declaring his hate for Peter, causing Mary Jane to call Eddie out for his unpleasant demeanor. At the church bell tower, Spider-Man tries to remove the black suit but he gets cocooned by the substance. More of Peter's past comes into light, such as getting bit by the spider that granted him his powers and becoming a hero. Peter soon gets help from his late uncle, he reminds his nephew that he has helped many people in the past. Spider-Man finally rejects the symbiote and he goes to the Connors' Lab to freeze the symbiote, much to Eddie's fury and dismay. The symbiote senses Eddie's rage and anger, the substance bonds with Eddie and he becomes Venom.—dawsonpersi
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