ACT 1: The Maximum Security Sub-Level of the Manhattan Correctional Facility; where Cletus Kasady, also known as Carnage, is being held. Disguised as a janitor, Brock infiltrates the facility, kills all that stand in his way and somehow absorbs the Carnage symbiote through digestion, leaving Kasady to moan in pain. Elsewhere, Peter Parker, Jill Stacy and Aunt May are preparing the apartment for Mary Jane's return.

ACT 2: Waiting for Mary Jane to arrive and pondering about what to tell her, Peter wonders off to the rooftop of his building where he notices Venom web-slinging nearby. Still thinking that Venom is behind the threatening phone calls Mary Jane has been receiving, Peter switches to his Spider-Man costume and goes out in pursuit of the felon. At that moment, at the taxi terminal of the JFK International Airport, Mary Jane gets into a cab and makes her way back home. The cabbie recognizes her immediately – she is a famous model after all – but there is something not quite right about him. In fact, he first calls her Ms. Watson but then later during their conversation, he refers to her as Ms. Parker.

ACT 3: In the mean time at the offices of the Daily Bugle, Venom, disguised as a Water delivery man, kidnaps J. Jonah Jameson, and drags him across town to the church where he – Venom – and his symbiotic half met. As Venom is about to push Jameson from the church's rooftop to his death, Spider-Man shows up, webs Jameson to the rooftop, and tackles Venom. A terrible battle ensues in which Spider-Man is pummelled heavily by Venom who – unknown to Spider-Man – now possesses the strength of both his and Carnage's symbiotic half. Spider-Man tries to use the church bells against Venom but Venom – knowing that Spider-Man would probably show up to try and save Jameson – removed the clappers earlier that day. Venom gets the upper hand and prepares to strike the deadly blow but lets Spider-Man live when he starts having problems digesting the Carnage symbiote. He vows, however, to come back and kill him and Jameson. As Venom web-slings away, Jameson gets down from the roof and makes his way to Spider-Man who is lying unconscious on the floor of the church's bell tower. Jameson ponders about removing Spider-Man's mask but it is not revealed if he does or not. At that moment, Mary Jane arrives at the apartment and finds the place empty. She calls for Peter but there is no answer. Suddenly, the phone rings. She picks up the phone. It is the stalker. Mary Jane drops the phone and yells for Peter. To be continued.