Appearing in "Threat Level: Red - Part 3: Higher Priorities"
- Agent Anti-Venom (Flash Thompson) (First appearance as Agent Anti-Venom)
- J. Jonah Jameson
- Daily Bugle
- Stark Industries
- Goblin Nation
- Goblin King (Phil Urich)
- Numerous unnamed members
- Carnage (Norman Osborn)
- Carnage Symbiote
- Boomerang (Fred Myers)
- Numerous unnamed New Yorkers
- Benny Goodman (First appearance; voice) (Topical reference)
- Daily Bugle (Referenced)
- U.S. Army (Named only)
- Iron Man (Tony Stark) (Mentioned)
- Elon Musk (Mentioned) (Topical reference)
- Bobbi Morse (Mentioned)
- Humanitech Robotics Inc. (Mentioned)
- Parker Industries (Mentioned) (Defunct)
- Mr. Krane (Death)
- Ms. Coleman (Death)
- God (Yahweh) (Invoked)
- Ernesto Karnelli (Statue)
Races and Species:
- United States of America
- New York
- Philadelphia, Pennsylvania (Referenced)
- New Jersey
- Alchemax Testing Facility (First appearance)
- United States of America
- Hell (Invoked)
- Anti-Venom Symbiote
- Spider-Man's Suit and Web-Shooters
- Liberty Bell (Referenced)
- Flash's prosthetic legs
- Goblin Armor
- [[Pumpkin Bombs]]
- Goblin Formula
Synopsis for "Threat Level: Red - Part 3: Higher Priorities"
In the aftermath of a fight with Boomerang, Agent Anti-Venom removes a razor-boomerang from the arm of an injured police officer. As Boomerang - webbed upside-down to a wall - protests that he'd attacked her in self-defence, Agent Anti-Venom covers the wound in symbiote biomass, which heals her. The police officer thanks him as several onlookers cheer, but Agent Anti-Venom remarks he's just doing his job. Spider-Man arrives and is dismayed to see he missed the fight, Agent Anti-Venom saying he'd love to stay and catch up but he has an appointment to make. As he leaves, everyone present - including Boomerang - tell Spider-Man that Agent Anti-Venom is a better superhero than he is. As Spider-Man leaves, inwardly wondering why Flash couldn't have gone back to Philly, he gets a phone call from J. Jonah Jameson. Jameson laughs at him for being shown up and tells him his public embarrassment is leading off his "Threats and Menaces" blog, quipping that Spider-Man is lucky he found out he's Peter Parker and that he's his only hope to regain his popularity. Spider-Man hangs up, complaining that Jameson just gave him tinnitus and contemplating blocking his calls, recalling the good old days when Jameson would libel him on the front page of the old Daily Bugle tabloid before admitting that Flash being in New York gives him more time to work on his actual job.
Flash Thompson arrives at a cafe and apologizes to Liz Allan for being late, offering to buy her coffee. Liz tells him not to be ridiculous and tells him she needs a favor, telling Flash she knows he's Agent Anti-Venom when he wonders what the C.E.O. of Alchemax would want with him. When Flash expresses alarm, she assures him she personally oversaw the destruction of the security footage showing him getting his powers and that his secret his safe with her. Flash suspiciously remarks that he'd thought she was going to use that as leverage, and she admits that her security team had informed her of a rumour that there was going to be an attack on her off-site testing facility, where she is holding a presentation; though she adds that the only leverage she was planning on using was the gourmet catering.
At the Daily Bugle, Peter Parker finishes telling his coworkers about the Alchemax demonstration with a remark that there will be gourmet catering. Colin remarks how pathetic it is that Peter is trying to use the food as leverage to get someone to accompany him, noting that Alchemax's new fuel source could revolutionize multiple industries. Rublyn Bato notes that said fuel could also be used for weapons development and sternly tells Peter not to let the food bribe him into writing a puff piece. Betty Brant seconds this, adding that it's suspicious that Alchemax announced the demonstration so soon after being granted a contract to dispose of a rare explosive metal. Peter asks Betty if she honestly thinks their old friend Liz would be so unethical, and Betty replies that CEOs aren't always in-the-know about what goes on in their companies and that she has a gut feeling something will go wrong - which Peter jokingly refers to as her "Betty-Sense."
At Alchemax's New Jersey testing facility, Peter stands with Rublyn, who asks if his girlfriend snuck him in. Peter tells her that he and Bobbi broke up - prompting a snide remark about his financial situation - and that Alchemax's CEO is an old friend, causing Rublyn to wonder if he knows everyone. Mary Jane Watson calls out to Peter, prompting Rublyn to ask how he knows the CEO of Stark Industries and express incredulously shock when Peter remarks they used to date. Peter jokingly asks MJ if she's performing corporate espionage for Stark Industries, but she deflects by asking if he's writing on it for the Bugle's science column. When he asks how she knew, she remarks she's been keeping tabs on him and congratulates him, saying she's proud at how he managed to recover from the collapse of Parker Industries. Peter congratulates her for doing a stellar job at heading Stark Industries; but the moment is interrupted by the arrival of Flash Thompson, who teasingly tells them to get a room. Peter and MJ express surprise at seeing him there, and when Flash remarks that he loves science experiments Peter points out that Flash used to beat him up for inviting him. Flash admits that Liz Allan invited him, but is interrupted as Liz herself takes the podium and begins her announcement.
Liz openly admits to wanting to use the tritium the city had tasked her company with destroying as a fuel source, stating that if used improperly the metal is highly dangerous. Peter inwardly thinks that Colin and Rubylyn were right about what she was doing but that she's being upfront about it, opting to give her the benefit of the doubt. Peter abruptly recognizes one of the security guards, Hugo, from when Flash became Anti-Venom. As Hugo opens a biometrically-locked briefcase containing a sample of the tritium, Rubylyn asks Liz if she's sure everything is safe. Liz assures her that they're only using a small piece of the tritium for the demonstration and that the rest is secured inside a vault with impregnable encryption. She's interrupted by a maniacal laugh as the Goblin King and several Goblin Soldiers arrive to steal the tritium. Peter and Flash both leave to change into their alter-egos, Mary Jane covering for them by pulling out a device and playing an alarm, shouting that she called for Iron Man and that if the Goblin King and his minions don't want to get hurt they should leave. Liz commends her, but MJ whispers that the device is just an MP3 player and that Liz and the others need to run. Liz assures her that she's contracted a special operative in case something like this happened, as Peter and Flash get changed.
Hugo backs away from the briefcase and tells the Goblin King to take it, but Urich instead cuts off Hugo's arm with his flaming sword and declares his intent to steal all the tritium. Agent Anti-Venom is surprised to see Spider-Man, who tells him to focus on saving people. Agent Anti-Venom sutures Hugo's wound with symbiote biomass and says that if he acts quickly enough he can reattach his arm. As the Goblin King quips to his minions that they're now wanted for armed robbery, Spider-Man yells to Urich that he's the most-insane Goblin of them all.
At Norman Osborn's private study, two security guards hear intense arguing coming from inside and ask if everything is alright. Osborn's voice tells them to leave and not disturb them; but a second, distorted voice quips that if this partnership is going to work than they'll need to see all the staff. Confused, the two guards enter the room and are promptly grabbed by Carnage, who yanks them inside. Despite Osborn's protests, the symbiote quips that the price of doing business with it is that deep cuts will have to be made and laughs maniacally as it begins to kill them.
At the Alchemax site, one of the Goblin Soldiers tells the Goblin King that they'll take care of Agent Anti-Venom and Spider-Man, since he has all three of his hands full. Agent Anti-Venom remarks on the tastelessness of the joke, kicking him and making a lame foot joke. Spider-Man remarks that he'll need to school Agent Anti-Venom on how to quip, anchoring himself using his adhesive power and using a web-line to smashing a second Goblin Soldier into the Alchemax office, making a vastly superior foot joke. The Goblin King uses Hugo's severed hand to open the vault containing the tritium, but before he can do anything more Agent Anti-Venom and Spider-Man arrive, taking Hugo's hand. To Spider-Man's horror, Agent Anti-Venom leaves to reattach it, adding that has full confidence in Spider-Man since he's beaten Urich before. Spider-Man inwardly notes the only times he did so was when he had Horizon and Parker Industries' tech to cancel out Urich's lunatic laugh, which the Goblin King promptly uses to incapacitate him. Jameson calls Spider-Man and gives him an impromptu motivational speech, launching into a tirade and adding that if the annoying music isn't drowning out the laugh than his shouting will. Spider-Man kicks the Goblin King in the throat, but Urich manages to make off with a chunk of tritium.
Elsewhere, Agent Anti-Venom reattaches Hugo's hand and assures him that with some physical therapy it should be good-as-new. Liz calls an end to the demonstration and tells everyone to go home as Spider-Man arrives in time to hear Rubylyn angrily complain she'll miss the train if Peter doesn't arrive soon. Before Spider-Man can say anything, MJ intercedes and tells Rubylyn that she asked Peter to stay and chat with her, and to go ahead and she'll give Peter a ride later. As Rubylyn leaves, Spider-Man recalls the old times and laments that he never recognized just how amazing MJ really was. Later, MJ answers a knock at her apartment door and opens it to see Peter, who attempts to use her "Face it, tiger..." catchphrase only for MJ to turn it on him and ask if he wants his pants back. Peter adds he'd like the rest of his belongings back as well, and MJ remarks she picked them up reflexively - remarking that old habits are hard to break. Peter says he'll just grab his things and go rather than risk dragging her back down the rabbit hole, remembering the time she told him she no-longer wanted Spider-Man's chaos in her life. However, MJ tells him that she said "old" habits rather than "bad" habits, and admits that she's kind of missed this. When Peter remarks he missed it too, MJ asks what they used to do next and he invites her out to dinner only to have her let him into her apartment, noting that he likes "in" as well.
Carnage prowls Norman Osborn's study, the symbiote musing that it strangely enjoyed slowly killing the guards, savoring their agony as it tortured them to death. Osborn notes it must be tired of the mindless wholesale slaughter that was Cletus Kasady's bread-and-butter, offering to show it more nuanced forms of destruction and suffering. The symbiote eagerly agrees, but Norman adds that in return he wants to be the one in control. The symbiote retracts into his body, Norman directing it to restore his original appearance and expel the nanites preventing him from becoming the Green Goblin from his body. Laughing maniacally, Osborn gleefully remarks he can become the Green Goblin once more and produces a vial of Goblin Formula from his suit. Addressing the symbiote, Osborn amends his statement and wonders what sort of glorious monster a symbiote-goblin hybrid would become and if they're crazy enough to try - cackling as he recalls who he is speaking to.
Appearing in 2nd story
- Fantastic Four
- Numerous Deadpool LMDs
- Goliath LMD
- Magik LMD
- M.O.D.O.K. LMD
- Puck LMD
- Black Panther LMD
- Hulk LMD
- Wasp LMD
- Juggernaut LMD
- Ms. Marvel LMD
- Wolverine LMD
- Wonder Man LMD
- Ant-Man LMD
- Nova LMD
- Drax LMD
- Storm LMD
- Captain Marvel LMD
- Cable LMD
- Daredevil LMD
- Falcon LMD
- Colossus LMD
- Shatterstar LMD
- Cannonball LMB
- Iceman LMD
- Bishop LMD
- Scarlet Witch LMD
- Feral LMD
- Richard Parker LMD
- Mary Parker LMD
- Ben Parker LMD
- May Parker LMD
- Unidentified others
- Master Matrix (First appearance)
- Chameleon (Dmitri Smerdyakov)
- Robbie Thompson (Mentioned)
- Robbie Thompson's mother (Mentioned)
- Valeria Richards (Mentioned)
- The Walt Disney Company (Mentioned) (Topical reference)
- 21st Century Fox (Mentioned) (Topical reference)
- Fantastic Four (Mentioned)
- Deadpool (Wade Wilson) (Mentioned)
- Spider-Man (Peter Parker) (Mentioned)
- S.H.I.E.L.D. (Mentioned)
- Nick Fury (Mentioned)
- Mary Parker (Mentioned)
- Richard Parker (Mentioned)
- Ben Parker (Mentioned)
Races and Species:
- Prime Marvel Universe
- Deadpools' Suits and Katanas
- Spider-Man/Deadpool #34 (Mentioned)
- Spider-Man/Deadpool #32 (Mentioned)
- Doctor Doom's Armor
- Fantastic Four Vol 6 #1 (Mentioned)
- Time Platform (Mentioned)
- Spider-Man's Suit and Web-Shooters
- Unnamed Project Doppelganger device (Mentioned)
- The Last Devil's Suit
- Looper (Mentioned) (Topical reference)
- Fresh Start (Mentioned)
Synopsis for 2nd story
Appearing in "Poison-X: Part 2"
- Venom (Eddie Brock)
- Naga (Unnamed)
- Uviex (Unnamed)
- Unnamed symbiote-clad space pirate
- Killer Thrill
- Haze Mancer
- Unnamed alien spy (Death)
- Professor X (Charles Xavier) (Referenced)
- Magneto (Erik Lensherr) (Referenced)
- Goblin Queen (Madelyne Pryor) (Mentioned)
Races and Species:
- Numerous unidentified alien species
- Demons (Mentioned)
- Martians (Mentioned)
- Brood (Mentioned)
- Badoon (Mentioned)
- Brexian Spire
- Hell (Invoked)
- Earth, Solar System, Milky Way (Mentioned)
- Tord's Symbiote
- Hexxer's Symbiote
- Naga's Symbiote
- Uviex's Symbiote
- Unnamed space pirate's symbiote
- Cyclops' Visor
- Stealth Cyber Gear (Behind the scenes)
- Killer Thrill's Symbiote
- Angel's Symbiote (First appearance)
- Marvel Girl's Symbiote (First appearance)
- Cyclops' Symbiote (First appearance)
- Beast's Symbiote (First appearance)
- Iceman's Symbiote (First appearance)
- Killer Thrill's ship
Synopsis for "Poison-X: Part 2"
Storming into the Kariteth Spaceport saloon, the three symbiote-augmented space-pirates sneer that they've heard the Young X-Men and Venom have been looking for them, and now that they've found them they'll regret looking in the first place. Thinking to himself that the X-Men have experience in outer space, Scott confirms to Jean that these are the ones who abducted his father and the Starjammers. A fight breaks out between the Young X-Men and the space-pirates, resulting in Cyclops being impaled by a flurry of tendrils. Venom calls a strategic retreat despite Scott's protests, blocking the entrance to the cantina with webbing and saying he'll cover for them. As the space-pirates demand Venom release them and call his symbiote a filthy exile, Venom decides to curb-stomp the first space-pirate to stick his head out. Spotting the alien who'd been spying on them, Venom chases him into an alley and grabs him. Tossing the alien to the ground, Venom demands to know why the alien sold them out and where the space-pirates got the symbiotes from, noting that as Jean's psychic translator is wearing off the alien had better talk quickly.
As the Young X-Men push through a crowded marketplace, Scott thinks to himself that despite having almost been disembowelled he wants nothing more than to go back to the cantina and finish the fight, lamenting his recklessness but also thinking that he wants to spend more time with his father before being forced to return to the past and forget everything that transpired. Ignoring an alien butcher who offers to buy Scott, the Young X-Men locate a storage tent and carry Scott inside, disregarding the protests of the merchant. Lying Scott down, Jean offers to use her psychic powers to numb the pain and stop the bleeding as a temporary fix, telepathically telling him to stop being so morbid. Hank offers to cast a healing spell but Bobby cautions against it, worried that Hank could lose control or summon a demon. Peering out into the market, Warren notes they weren't followed, but Venom emerges from the shadows and corrects him. Hank asks how he found them, and Venom replies that it was easy given they're the only Earthlings on the planet and that Warren's mechanical wings leave a vapour trail like a jet engine. Remarking that if he could find them this easily the space pirates can too, Venom remarks he's got some good intel on how to hit them first. Bobby asks how Venom managed to uncover so many leads despite being an outsider just like them, and Venom ominously remarks he can be very persuasive when he wants to be -- having tortured and eaten the alien who'd been spying on them. Bobby remarks he doesn't want to know the details after all, and Scott gives the order to move out despite Jean's protests. Venom remarks that Scott's moxie is going to get him killed, but that it's a quality he likes.
On her ship, Killer Thrill uses her symbiote to torture Corsair, flirtatiously remarking she'll miss him when he's gone. Hepzibah shouts at her to stop and offers herself in Corsair's place, and in response she psychically blasts Hepzibah and remarks that she's torturing them to charge her adrenaline-activated psychic powers. Her second-in-command enters and informs her that the Brood have won the bid for the Starjammers' bounty, remarking that they must really hate them. Killer Thrill tells him to signal the others that shore leave is over and that they leave for Brood space in three hours.
Outside a series of warehouses, Venom tells the Young X-Men that the person they're after is an arms-dealer named Haze Mancer. Marvel Girl recognizes the name from the cantina and tells Venom that Haze Mancer has something to do with the space pirates' symbiotes. Venom cautions them saying that successful arms dealers - on Earth or in space - are dangerous individuals and not to be trifled with, telling them to go in fast, hit Haze Mancer hard, and keep him alive until they've extracted the intel they require from him - then they can kill him.
Inside a warehouse, Haze Mancer shows off a series of tanks containing symbiotes to a group of robots looking for a leg-up in a dispute with the Badoon. One of the robots asks how he keeps them docile; and Haze Mancer replies that docile is the last thing they want their symbiotes to be, and that he keeps them dosed with aggression-amplifying chemicals that hasten the bonding process. The robot asks Haze Mancer why he's not wearing a symbiote if they're so amazing, and Haze Mancer retorts that he doesn't get high of his merchandise and has never encountered a situation where he'd need to bond with one. Venom interrupts, quipping that bonding to a symbiote's not for everyone and that if the user doesn't have what it takes it could eat them alive. As Venom smashes one of the robots, a second one asks Haze Mancer how one of his symbiotes escaped containment. Haze Mancer replies that Venom's not one of his, then amends his statement and says the Venom symbiote used to be one of his and he's been wondering where it ran off to. Before Venom can ask what he means, the Young X-Men intervene and decide to save the captured symbiotes. As the robots open fire despite Haze Mancer's protests, Angel is hit and crashes into several of the tanks, shattering them. Haze Mancer incapacitates Venom with a sonic gun then turns to see the Young X-Men have bonded to several of the escaped symbiotes, transformed into monstrous versions of themselves.
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