To all outward appearances, it seems that the parasitic alien half is in search of a new host and that its main target is Spider-Man.

In order to flush out Venom, Spider-Man has tipped off Detective Neil Garrett of the NYPD. Together, they hope to expose Venom's human half – failed newspaper reporter named Eddie Brock – as the attacker, guessing that pressure on Brock will bring Venom out into the open.

Meanwhile, Peter Parker's personal life undergoes and upheaval as his longtime friend, Flash Thompson, comes to live under medical supervision at Peter’s apartment building.

Fighting his feelings of guilt and remorse, Peter returns to his patrol and there he encounters Venom. A desperate battle across the rooftops of Manhattan ensues. Spider-Man closes in on his quarry only to find that the alien suit has once again abandoned its host, Eddie Brock. The latter lies broken and exhausted in a pile of rubble. The suit is nowhere to be seen. But as Spider-Man questions Brock, the suit – immune to the effects of Peter's spider-sense – reaches out from a shadow and envelops the webslinger. The creature's trap is sprung.

ACT 1: A very intense psychological and physical battle between the alien suit and Spider-Man rages on all the way to a nearby power transmission station, where help arrives in the form of the Human Torch. Nonetheless, Spider-Man tells the Torch to stay back as he has a plan to get rid of the alien symbiote his own way. Having said so, Spider-Man grabs hold of a pair of electrical bus bars, which send millions of volts of electricity coursing through his body and the alien suit, knocking them both unconscious.

ACT 2: Meanwhile, Eddie Brock is back at church; talking to the priest he confessed to back in Spectacular Spider-Man #1. He tells the priest that he feels like his soul has been taken away from him by the demon that now inhabits him. The priest offers him words of comfort but Eddie replies that it is too late for him. He slowly makes his way out of the church.

ACT 3: Meanwhile at the Fantastic Four headquarters, Spider-Man regains consciousness. Standing over him is Reed Richards (a.k.a. Mister Fantastic), who is examining him using various gizmos while his wife Sue (a.k.a. The Invisible Woman) uses a force field to contain the Venom symbiote, which is still partially attached to him. Sue, however, is having a hard time containing the symbiote so she implores Reed to find a way to separate it from Spider-Man. Reed explains that the suit has modified its plan of attack from the last time it encountered them and that if they try any kind of sonic separation like that last time, the sound waves will be transferred directly into Spider-Man's nervous system; a failsafe that the suit developed after their last squabble. Meanwhile at Peter's apartment, Helga, Flash's nurse, is angry that Peter has failed to show up to look after Flash, a promise he had make earlier.

ACT 4: Back at the Fantastic Four Headquarters, after questioning Spider-Man about the psychic connection he shares with the symbiote and how his spider-sense functions, Reed comes to the realization that the creature used Spider-Man's nervous system to establish a link. In other words, it used the adrenaline rush released by Spider-Man's spider-sense as a bonding agent. In mere seconds, using one of his devices, Reed concocts an adrenaline-blocking agent, which he injects into Spider-Man's bloodstream. As the serum starts flowing through his bloodstream, Spider-Man starts to relive memories that are not his own; memories belonging to both Eddie Brock and the symbiote. The serum coming into effect, the symbiote releases Spider-Man and smashes a hole through the wall through which it escapes, leaving behind Spider-Man and the others.

ACT 5: Across town in a diner, Detective Neil Garrett reads a letter received earlier that day from Eddie Brock. The latter explains that he has always respected the police and that he never planned for things to go as badly as they did between him and them. He goes on to say that he is sorry for whatever he did wrong, blaming Spider-Man for the way things turned out. In his last sentence, he wishes Garrett the best of luck with his career and family.

ACT 6: Out patrolling, Spider-Man is instinctively guided by his psychic link with the suit to an abandoned ship in the harbor. Inside the ship, he finds Eddie Brock sitting alone in the darkness, no symbiote in sight. Brock tells Spider-Man not to worry, that the suit is gone for good this time. He goes on to say that the suit has taken out all of the pieces that used to be Eddie Brock and that although he is supposed to feel hatred towards him (i.e. Spider-Man), he cannot remember why. Spider-Man replies that one way or the other he is a wanted felon and that he belongs in prison. Brock laughs hysterically and reveals to Spider-Man that he has cancer.