ACT 1: A nightmare about familiar villains he has encountered in the past and his role as Spider-Man are the two things that awaken the sleeping Peter Parker, the hero of this series for those who are just joining us. His screams also awake Randy Robertson, with whom he shares this two-bedroom apartment. Apologetic, Peter tells him to go back to bed as he gets ready to leave. He is then seen on the rooftop of the building, staring at a picture of Mary Jane, whom he still believe is alive.

ACT 2: Elsewhere, Eddie Brock recaps the events of his miserable life, kills a rat that roams inside his apartment, becomes Venom and vows to get his career and wife back. At that moment, in the apartment of Ann Weying, Eddie Brock's ex-wife, a distressed Ann attempts to leave her apartment but she seems to be psychologically scared and falls to her knees, without ever setting foot in the hall leading to her apartment.

ACT 3: Forest Hill Queens, the Old Parker Homestead, where our hero, Peter Parker, stops by to pick up an old pair of web-shooters and a spare Spider-Man costume. As he tires to sneak into the attic, he hears a voice behind him calling his name. It is Jill Stacy. While at a nearby party the previous night, she lost her key to her apartment and only realize this when she was on her way back to her place. Fortunately, the light was still on at May's so she stopped by and asked her if she could crash there for the night, which May agreed to obviously. Jill asks Peter what he is doing sneaking around the house, when Aunt May comes down the stairs. She tells them she is going to make breakfast as Peter follows her in the kitchen to learn more about Jill. May suggests to Peter that he and Jill should spend some time together and talk to each other, as they share the common loss of Mary Jane. Furious, Peter tells May that Mary Jane will be back soon enough and heads into the attic where he finds only one leftover costume: a black one. A short time later, Peter walks Jill home and after dropping her off, he realizes that something is definitely wrong with the way Jill is acting.

ACT 4: Later that day, Ann Weying hears knocks on her apartment door. As she looks through the peephole, she sees none other than her ex-husband, Eddie Brock (a.k.a. the infamous Venom) holding a big bouquet of red roses and all dressed nicely. She lets him in but she totally freaks out. Eddie does not understand why so he asks her to tell him what to do. She tells him that ever since the symbiote bonded with her, she has been afraid of leaving her apartment for months. In the mean time elsewhere, Spider-Man (wearing his new black threads) web-slings above the rooftops of Manhattan, pondering about the latest theft of his costume and web-shooters. He wonders if he should ask Arthur Stacy for help but he feels uncomfortable talking to him because of Arthur's fail assassination attempt on Senator Ward for reasons that are still unknown. Meanwhile back at Ann Weying apartment, Eddie tries to reason with Ann to make her come out of the apartment. He pulls the curtain away from the window when at that exact moment, Spider-Man web-slings in front of the window. She totally freaks out and turns white. Eddie tells her not to worry about anything, transforms into his alter ego Venom and goes in pursuit of Spider-Man. Ann appears to be struggling hard, the symbiote calling to her, reaching out for her.

ACT 5: Lost in his thoughts, Spider-Man does not anticipate the sudden attack from Venom. Having lost his grip on his web-line, he begins falling towards the concrete pavement but slows down his descent using two web-lines. In seconds, Venom is on him and the battle goes from the ground to the rooftops, and back to the grounds. Through the punches and kicks, Venom asks Spider-Man to stay away from his wife. Spider-Man agrees, which surprises Venom. Spider-Man tells him that every man deserves a chance at a normal life with his wife. Venom thinks Spider-Man is kidding but Spider-Man tells him that he knows what he is going through, having experienced the loss of someone he loved more than anything in the world. Venom realizes that he could have just asked Spider-Man to stay away from his wife, instead of engaging into a fierce battle with him. Suddenly, their conversation is interrupted by a scream. Venom recognizes the scream as being that of Ann. He rushes back to her apartment, while Spider-Man flees the scene, realizing that he is going to live to regret this one.

ACT 6: Eddie Brock breaks the door to Ann's apartment. He notices the opened window in the living room. As he looks out of the window, he sees the limp body of Ann, lying on the concrete pavement, several floors down. She could not take it anymore and committed suicide. Furious, Eddie vows revenge on Spider-Man.