In a nearby warehouse at the docks, two workers are carrying a heavy crate as a figure staring at them. A hiss is heard when the two dock workers dropped the crate in the truck.

"What was that?" says one of the workers

"I don't know." said the other worker only for a shadowed figure to appear out of the darkness.

The figure was a black creature with a large white spider symbol with deadly eyes, teeth, and claws. He leaped at them while grabbing them by the throat.

"Tell us. Is Spider-Man still around?" the creature said

"Which one? the new one?" one of the workers said

"NO! The red and blue Spider-Man, DAMMIT! Where is he?!" the figure said angrily

"You don't know? Peter Parker's dead. He got killed while fighting the Green Goblin." the other worker replied

The black creature growled in anger due to the Green Goblin killing his hated enemy. But then, he began to wander about this new Spider-Man he heard of.

"And the Green Goblin, what became of him?" he asked them

"Spidey slammed a truck on him four times. The explosion killed him before it finished off Spidey." the worker replied

The black creature with the long white spider symbol then lets the workers go and started walking. One of the workers looked at him and said

"Who are you?"

the creature turned back and looked at the worker with a solid glare

"We are Venom." it said leaving the warehouse

Unknown location, 2:00 a.m.

A brown haired man in a grey jacket with blue jeans was running away from K-9 units and Policeman chasing him, as he jumped toward a fence and made it to the other side. He suddenly fell down an empty room filled with strange machines. Unknown to him, he pulled on some sort of lever as lights opened up on the room.

"What the-" the man is cut off when the machines start brightening, shooting energy at him as he fell

The man screamed in pain as his body was absorbing the impact of the energy. His eyes were pale purle and his pupils were pitch black as his clothes were torn from the blast. His hair was gone, leaving a spiked tip as his skin became yellowish pale. He saw that two police officers approaching once they saw the light.

"Darnby Harris! Hands over your hea-!" the officer is cut off seeing the transformed Darnby Harris as they prepared to fire

"Hey, wait!" he said only for the police to shoot him but he remained unharmed as he noticed he was teleported behind the cops

He grabbed one of them and he threw the cop toward a wall, as he bursted in. The other cop opened fire as Darnby teleported and slammed the officer's face through the wall only for some sort of dark energy to come from his hands. He then headbutts the officer as he shot out a blast at the officer and fled away.

Sunday Queens, Komori residence 10:00 a.m.

Terry lies sleeping his bed with a wifebeater and a pair of shorts on getting up for breakfast being cooked, while his uncle was still in LA with his work. A knock on the door was heard from his room, with Terry putting on some shorts and opening the door. The door revealed his legal guardian, Sarah Thornweb in front of him putting her hand on his shoulder.

"Terry, we need to talk." she said

living room 10:15 a.m.

Terry and Sarah were in the living room, with Sarah sitting down with her hands on her hips looking at Terry with a worried face.

"Sarah, what's going on?" Terry asked her sitting down her with her looking at him

"Terry, I know you're the new Spider-Man." Terry replied with his eyes going wide

"What're you talking about Sarah? Me? Spider-Man? What would make you think that I'm-" Terry was cut off when she lifted his Scarlet Spider mask and a disk in front of him

"Where did you find that mask?" Terry asked her

"In your father's desk. Before the day they died, he told me to let you see this if something should happen to them." Terry said putting the disk in the DVD player. An image appears on the screen showing Terry's father in his room.

"Terry, I know you're the Scarlet Spider. Last night, I saw you in your room, wounded but recovering in a way I can't even imagine. Something tells me that I can't stop from being the Scarlet Spider or tell you to end it before you get hurt. You're a strong boy and I know you can protect yourself, I just ask that you watch yourself if we die. If you're watching this, then it means me and your mother are dead. You'll now know that after our death, Sarah is your legal guardian, along with your uncle Joseph if he has decided. Madamu Amimoni will watch you and be your guide. Okay then, goodbye and your mother and I will always be proud of you no matter what. We love you." his father said with tears coming off Terry's eyes as he wiped them away

"Thank you, Sarah." he said with her giving him a comforting hug

"You're welcome, Terry. I will be watching you and guiding you towards a gentler path." replied Sarah

"Sarah, are you Madamu Amimoni?" Terry asked the woman assuming to be Madamu Amimoni only having her appearance changed her with a red headband, a red kimono with a large spider symbol and a spider amulet on her neck.

"Yes, I am Madamu Amimoni. But I am better known as Madame Web." said the woman known as Madame Web

"So, what happens now?" he asked

"I will guide you on the right path from now on. I will use my telepathy to warn you of any danger that comes near. " she replied when suddenly, Terry's spider senses kicked in

"Spider sense, Danger!" he said with caution while looking at Madame Web

"Go." she insisted

With that said, Terry puts on his Spider-Man costume and head towards the scene in downtown New York seeing a wolf man with jungle clothing , a man with four tentacles wearing a trench coat, a man in a blue and silver with silver insets on the head, chest, hands, and ankles wielding strange gauntlets, and a 7'foot tall man wearing a rhino suit wrecking havoc and jumping in Times Square. He web zips and attempts to kick him from behind, but his spider sense kicked in only to receive his chest scratched from the lion man.

"Aah! What the hell?! Who do you think you- wait, you're Kraven!" Terry said noticing it was Kraven while the hunter let out a smirk

"I see my reputation as a hunter proceeds me. And you must be the new Spider-Man. Your scent is the same like the original one, but you are a different case." Kraven said in an austrailian accent while smirking

"I know about Doc Ock, the new Shocker and the non-robotic Rhino, including you. So you paid someone to turn you to a hunter of the wild on live TV?" Terry mocked

"Of course." with him sprinting towards Spider-Man. "I am faster," Kraven dodged Spider-man's left hook. "quicker," he then lifted Spider-Man up as he prepares to slam him to a window. "and stronger!" hurdling him inside, landing him on the ground in front of a fake knight.

"Damn. Me against four baddies? Not good." he stated with all of a sudden, he's hit with a vibro-shock blast from Shocker with Doc Ock, Kraven, and Rhino bursting through the store wall.

"Enough!" Terry yelled out only being hit once more as Doc Ock was about to inject him with a syringe incased with a green substance. Terry retaliates by web yanking Shocker towards Doc Ock, while he tripped Rhino by Kicking Kraven toward his direction as he was about to pounce Terry.

Komori Residence, Queens New York 1:00 p.m.

Madame Web was receiving a painful vision from a black creature with a large white spider symbol on its chest roaring.

"No!" she gasped out landing on the ground and getting up

"Not him! Venom has returned." she said with grave fear and caution

Central Park, New York 1:15 p.m.

Kraven, Shocker, Doc Ock, and Rhino were beating Terry constantly to a pulp. Then something happened, a black creature with a white spider symbol fought the four of them as they retaliated immediately. Then suddenly, there was a sidious voice lingering in Terry's mind.


You are weak, Terry! You couldn't save Spider-Man, you couldn't even save your parents!" it said

"Shut up! Who are you? What you are?!" he thought

"I am your salvation, your liberation, I have been inside you all along." it said

"You were in the wrist morpher. That substance was you, you're a symboite aren't you?" Terry said finally figuring it out with the voice chuckling

"Yes, I am. Those pestering nanites were controlling me from taking hold of you. You can thank the malfunction from what Electro did to the wrist morpher when you last encounter him for that." it replied

"Spider-Man, Peter told me what you are. You changed whoever's your host and that you need someone, a host to survive. I won't be controlled by- AAAAAAAAAAAAAAAHHHH!" Terry screamed out in pain

"What are you?!" Terry spatted angrily at the voice

"We are a diesase. We are poison to everyone, from Peter Parker to Terrence Komori and Spider-Man. We're Venom!" it said with Terry breaking free of Venom's hold over him

Terry web slings himself away from Venom, while it fought the four villians as Terry fled away. Terry stopped at a church and landed where the church bell tower was. Terry attempts to take the mask off only for it retract itself back on his face with him struggling to rid himself of the symboite. Terry was moving constantly to remove the symboite from him when suddenly, he knocked on the church bell with the symboite roaring in pain. He ripped it from his torso with it still in pain, as he quickly tore every ounce of the symboite off him. Once the symboite was nowhere to be seen, Terry had fall onto the ground naked and faded into uncounsciousness. While Terry was still knocked out, Spider-Boy now with web shooters and Spider-Woman appeared at the church as Miles picked him up and rushed him towards his house.