The suit is desperate to find a new host, having exhausted the supply of adrenaline provided by Eddie Brock. It seems determined to have Spider-Man as its next host.

Brock, meanwhile, feels the creature has left him without a soul – as a Catholic, he fears he cannot attain Heaven if the does not reclaim this essential part of his humanity. As usual, he blames Spider-Man for his predicament.

With the psychic link between Brock and Spider-Man diminishing rapidly, the web-slinger makes his way towards and old, rusting ship in the harbor. He finds Brock waiting for him, confused, sick and alone. Brock now reveals his great secret, the reason he has grown to fear and hate Spider-Man...he is dying of cancer.

ACT 1: Spider-Man asks Brock how long he's known that he's had cancer. Brock reveals that he's had it for years, as far back as the infamous Sin-Eater storyline that destroyed his career as a journalist when it was revealed that the article he had written about the identity of the Sin-Eater had been fabricated. A revelation that came after Spider-Man proved that it was someone else. Realizing that his life and career were in ruins, Brock had contemplated suicide. He had gone to church to ask for forgiveness, however, forgiveness came in the form of the alien symbiote recently separated from Spider-Man. Together they bonded and became Venom for the first of many times. Brock considered himself lucky, in a sense, to have bonded with the symbiote since his doctor had only given him about three months to live when he was first diagnosed with cancer; somehow the symbiote kept him alive all that time, vying to save its own life in the process. The reason as to why the symbiote had chosen Brock to be its host was more than a mere coincidence. It turned out that Brock had a tumor in his adrenal glands called a pheochromocytoma, a kind of cancer that secretes epinephrine as a by-product. The symbiote had simply assumed that Brock was the adrenaline mother lode and it had merged with him. Nowadays, things are quite different. Having exhausted Brock's adrenaline supply, the symbiote has been searching for a new host but has not been able to find a compatible one, not since it tasted Spider-Man.

ACT 2: As Brock reveals all of the above to Spider-Man, the latter realizes that the reason Brock has hated him for so long is that he was afraid of what would happen if he (Spider-Man) accepted to completely merge with the symbiote; most likely the cancer would finally kill Brock. As Spider-Man ponders about all these revelations, Eddie, looking very sickly, starts coughing up blood. Spider-Man tells him that he is going to bring him to the hospital, however, seconds later, Brock collapses to the floor. Wasting no time, Spider-Man webs him up, puts him on his back, and goes out – not to the hospital – but in search of the symbiote. They web-sling around the city for what seems to be hours until their psychic connection to the symbiote brings them to the local airport grounds. Brock asks Spider-Man to put him down, which our hero does. After years of having cancer coursing through his body, Brock finally lets go and succumbs to his illness, in the arms of his greatest enemy.

ACT 3: Having felt the symbiote lurking in the shadows behind him, Spider-Man turns around and tells the symbiote that it has about three minutes before Brock's brain catches up with the rest of him. The symbiote rejects Spider-Man's offer, telling him that the next time it combines will be its last and that combining with the flesh of Eddie Brock is to accept his cancer; an eternity of disease and suffering. Spider-Man tells the symbiote that time is running out and asks the creature if it is prepared to die. He barely finishes his sentence as the symbiote lashes out at him. A battle naturally follows during which it is revealed that the symbiote is again carrying an offspring and that it wants to merge with Spider-Man only, not Brock. The symbiote gets the upper hand when it knocks Spider-Man to the ground. Just as the creature is about to merge with him, Spider-Man shoots a web-line towards Eddie's lifeless body and pulls him into the symbiote, causing the symbiote to unwillingly merge with Brock once more. A few seconds pass and Brock opens his eyes. The suit envelops him and Venom is born once again. Venom stands up and vows revenge at Spider-Man for stealing from him and from his child. He then web-slings into the night. Our hero collapses to the ground, wondering if perhaps he should have left Eddie to die.