Jameson is becoming obsessed with destroying Spider-Man. So he hires a man named Mac Gargan to try out a new scorpion suit, made in the laboratories of Empire State University. But the mutation of the suit begins to turn Gargan into a monster.
John Jameson, Jameson's son, finds a strange black liquid while collecting a rock called Promethium X on the moon. The black liquid finds it's way to Spider-Man, giving him a new black suit and the Kingpin sends Rhino after the Promethium X.
Spider-Man is becoming attached to his new suit. But Eddie Brock has framed Spider-Man for the Promethium X robbery. Alaster and Kingpin send Shocker after Eddie to dispose of him. Now, Spidey will begin to see what the suit is really worth.
The symbiote takes over Eddie Brock to give birth to Venom. Now, Spidey must go up against the most dangerous enemy he's ever faced. One who is stronger, more skilled, undetected by his spider-sense, and knows Spidey's true identity.
Spider-Man seeks help from Prof. Xavier and his X-Men about the mystery behind his own mutation. Beast advises him to hear Herbert Landon's presentation for a cure on mutation. But unknown to everyone, Landon's new cure is actually meant to kill mutants instead.