John Jameson, Jameson’s son, finds a strange black liquid while collecting a rock called Promethium X on the moon. The black liquid finds it’s way to Spider-Man, giving him a new black suit and the Kingpin sends Rhino after the Promethium X.
The symbiote takes over Eddie Brock to give birth to Venom. Now, Spidey must go up against the most dangerous enemy he’s ever faced. One who is stronger, more skilled, undetected by his spider-sense, and knows Spidey’s true identity.
Spider-Man is becoming attached to his new suit. But Eddie Brock has framed Spider-Man for the Promethium X robbery. Alaster and Kingpin send Shocker after Eddie to dispose of him. Now, Spidey will begin to see what the suit is really worth.
Baron Mordo is back. He is planning to steal Tony Stark’s technology on dimensions so that he can bring the being known as Dormammu to Earth. But he will also need the help of Spider-Man’s greatest enemy: Venom.
A giant lizard has been spotted in the subways and Jameson is willing to pay $1,000 to the photographer who gets the creature on film. Peter turns to his college professor, Dr. Curt Connors, for answers. But not the answers he expects.
The Venom symbiote has produced a new symbiote, attaching itself to serial killer Cletus Kasady to give birth to Carnage. As Venom’s replacement, Carnage helps Mordo with his plans. Now, Spider-Man must team up with Venom and Iron-Man.
Madame Web brings Spider-Man to meet her master, The Beyonder, who is preparing to put Spider-Man to the ultimate test. He sends Dr. Octopus, Dr. Doom, Smythe, Red Skull, and the Lizard off to destroy a peaceful planet and leaves Spider-Man to save it with his own selective team.
After Tony Stark eliminates Dr. Ohn’s research on dimensions, Ohn makes a deal with the Kingpin. After a malfunction in his new lab, Ohn is sucked into another dimension and becomes a powerful being, know as The Spot.
Spider-Man seeks help from Prof. Xavier and his X-Men about the mystery behind his own mutation. Beast advises him to hear Herbert Landon’s presentation for a cure on mutation. But unknown to everyone, Landon’s new cure is actually meant to kill mutants instead.
Doctor Octopus and Kingpin break Felicia’s father, John Hardesky aka The Cat, from prison. As a boy, The Cat witnessed the creation of Captain America and knows the formula they used. Now Kingpin wants the information for himself.