[4] John Jameson and fellow astronaut Paul Stevens discover a rock known as "Promethium X", which is said to be more powerful than plutonium.

The space shuttle crashes on the George Washington Bridge over the Hudson River, where Rhino is sent by Kingpin to steal the Promethium X. Spider-Man arrives on the scene and manages to save Jameson and Stevens, yet unknown to Spider-Man, Eddie Brock is on the bridge too, and takes photos of him (and Rhino as well).

When he returned from the crash site, his suit carried what appeared to be "rich, thick, and creamy" Hudson River pollution.

However, when Peter went to bed, the substance oozed over him and began to give him a nightmare and when he woke up, he found himself hanging from a building in a costume he had never seen before.

Meanwhile, Kingpin needed to gain some materials to test the power of Promethium X, so he sends Rhino to gather them for his machine.

Noticing another disturbing change in his behavior, Spider-Man seeks the assistance of Doctor Curt Connors, who studies the suit and realizes that it is a symbiote.

Spider-Man then uses the symbiote's powers to find a clue in Eddie's apartment, only to run into the Shocker, sent by Kingpin to destroy the evidence Brock has of the crash site.

Kingpin and Shocker form a plan to kidnap John Jameson in an attempt to gain the Promethium X back.

Spider-Man, remembering how the symbiote was unusually weakened when he was earlier attacked with a Sonic Blaster, realizes that it is particularly sensitive to loud noises.

Spider-Man then uses the church bells and the noise weakens the symbiote, and it sloughs off Peter and slinks weakly away.

However, the symbiote was still alive and found a new host in Eddie Brock (who's cocooned by Spider-Man) and transformed him into his greatest unlikely friend and foe – Venom.

At the episode's conclusion, Spider-Man (as Peter Parker) and Mary Jane regard the night sky and wonder what else might be up there.

[6][7] The symbiote returns to Earth and travels to Ravencroft to reunite with Eddie Brock, who then escapes as Venom.

Baron Mordo and Dormammu help Eddie Brock's insane cell-mate Cletus Kasady bond with another symbiote, who later dubs himself Carnage.

Carnage, unwilling to leave Earth alone, attempts to drag Ashley with him, though Venom sacrifices himself for the woman he loves.