| The Symbiote |  We have taken root in Peter Parker. Mind, body and soul. Why bother struggling? There's no place you can hide.  |
| Ben Parker | Boy's got no need to hide. |
| Ben Parker/Peter Parker | He's stronger than you think./I'm stronger than you think. |
Appearances
Featured Characters:
- Spider-Man (Peter Parker) (Main story and flashback) (Origin revealed)
Supporting Characters:
- Aunt May Parker (Main story and flashback)
- Gwen Stacy (Main story and flashback)
- Dr. Nicholas Bromwell
- Mary Jane Watson (Main story and flashback)
- Liz Allan (Main story and flashback)
- Flash Thompson (Main story and flashback)
- Uncle Ben Parker (First full appearance) (Only in flashback)
Antagonists:
- The Symbiote
- Venom (Eddie Brock) (First appearance as Venom)
- The Big Man (L. Thompson "Tombstone" Lincoln)
- The Burglar (First appearance) (Only in flashback)
- The Sinister Six (Mentioned)
Other Characters:
- Kenny "Kong" McFarlane (Main story and flashback)
- Randy Robertson (Main story and flashback)
- Hobie Brown (Main story and flashback)
- Glory Grant (Main story and flashback)
- Dr. Martha Connors (Main story and flashback)
- Anna Watson
- Harry Osborn (Only in flashback)
- Crusher Hogan (First appearance) (Only in flashback)
- Sullivan Edwards (First appearance) (Only in flashback)
- Norman Osborn (Only in flashback)
- The Lizard (Dr. Curtis Connors (Only in flashback)
- Billy Connors (Only in flashback)
- Rhino (Alex O'Hirn) (Only in flashback)
- Daily Bugle (Only in flashback)
- J. Jonah Jameson (Only in flashback)
- Betty Brant (Only in flashback)
- Joe "Robbie" Robertson (Only in flashback)
- Doctor Octopus (Dr. Otto Octavius) (Only in flashback)
- Black Cat (Felicia Hardy) (Only in flashback)
- Prof. Aaron Warren (Only in flashback)
- Sally Avril (Mentioned)
Races and Species:
Locations:
Items:
Vehicles:
Synopsis
After learning about his aunt’s condition, Peter swings over to the hospital where she is being kept. In the lobby, he runs into Eddie, who heard the news from Gwen and decided to temporarily put aside his disgust with Peter to pay his respects to May. However, he also makes further jabs at Peter and boldly claim that Peter doesn’t care for his aunt, bumping his shoulder in the process. Unbeknownst to either of them, this sets the symbiote off. Peter goes to visit May, who has mostly recovered but must be kept in the hospital; despite Peter’s concern, she demands that he carry on as normal and go to school. As Peter leaves to do so, however, a nurse asks him to fill out May’s hospital bills, which are incredibly costly.
Peter arrives at school dejected, where his classmates see him to offer consolation (Mary Jane having told everyone). They offer to help in any way, but Peter suddenly snaps at them, saying that if they were really his friends, they would help him in school or pay his hospital bills. He then angrily leaves, not noticing Flash watching him. As he is webslinging, Spider-Man declares that instead of friends, he needs cash, more than Jameson would give him. However, this leads him right to Tombstone, where he once again defeats his bodyguards - then accepts Tombstone’s job offer. Suspicious of this change of heart, Tombstone gives him a compromise: he can only get the money if Spider-Man fights no crime for a week. Spider-Man accepts.
At Empire State University, Martha informs Eddie that without the symbiote, they have lost another grant and thus can no longer keep Eddie on their payroll. Eddie begs her to keep him, as the job is how he pays his tuition, but Martha can’t do anything and leaves. Meanwhile, MJ meets with Gwen, who is sitting alone at lunch. Gwen admits to MJ that she’s in love with Peter but doesn’t know how to help him. MJ gives her advice to be more forward about how she feels to counter Peter’s obliviousness.
Peter arrives back at the hospital, where Eddie ambushes him outside, blaming Peter for costing him his job due to his relation to the symbiote’s theft. This triggers the symbiote, and Peter reacts by slamming Eddie against a wall before telling him to leave, notably referring to himself as “we”. As Eddie leaves, Gwen then calls Peter, but he hangs up. Flash suddenly appears in front of him. Peter tried to tell him off too, but Flash counters, saying that everyone - even Sally - pities him, but he may not deserve it if he only responds by brushing them off.
This finally breaks through to Peter, who goes webslinging to think. Spidey runs through all the weird stuff that has happened that day: sleeping through a fight, cutting off his friends, accepting Tombstone’s money, and his tendency to refer himself in plural. He finally deduces that the symbiote has been negatively influencing him, trying to get him all to itself. The symbiote tries to counter him, only strengthening Spidey’s resolve. Inside a church belltower, Spidey tries to take the suit off, and ends up knocking the bell, which the symbiote reacts negatively to. The symbiote reacts by pinning Peter down, then proceeding to encase him in a cocoon-like prison.
Peter wakes up in a black-and-white world, where he is notably wearing glasses and, to his elation, Uncle Ben is seemingly alive. Peter tries to sit him and May down so he can spend time with them, but they push him through the door. On the “other side”, Peter finds himself with his classmates in the ESU lab, on a field trip. This makes Peter realize that he is reliving his origin as Spider-Man. He tries to stop the spider from biting him so that Ben can live in this new world, but it bites him regardless, and Peter ends up no longer resisting.
The origin continues to play out, with Peter discovering his wall crawling and super strength, then develops his web shooters. He then uses this to dress up as Spider-Man and win a wrestling match against Crusher Hogan. The MC, Sullivan Edwards, tries to give Spidey a contract, which Peter refuses, causing Edwards to not give Peter the money. The burglar then steals the money anyways, and Peter lets him get away as revenge against Edwards. The burglar goes on to murder Uncle Ben, and Spider-Man chases him down in revenge. He attacks him in an abandoned building, only to discover his identity.
As this happens, the symbiote asks Peter why he would ever blame himself for Ben’s death. Instead, the symbiote claims that the world killed him, and requests Peter join him permanently so that it can destroy the world that killed Ben. Peter nearly accepts, but Uncle Ben himself appears and takes Peter away from the symbiote.
Peter finds himself in the car in his final conversation with Uncle Ben. Realizing he can interact with the memories, Peter asks Ben if he had powers, would it be wrong to “cash in” on said powers. Ben responds by saying that just because he can do something doesn’t always mean he should - and that with great power comes great responsibility. The symbiote then finds them and retorts that in spite of this, Ben still died, and any good work he’s done has never been repaid. But Ben further says that there is more to it than that. To prove it, he takes them both back to when Peter identified the burglar. As Ben and the symbiote watch, Peter is shown to have spared the burglar’s life because of the words Ben told him. And Ben further notes how while he died, these words led Peter to save countless more lives over the course of the past several months, and that he does, in fact, have friends. With this, Peter finally realizes he is not alone, and while Ben departs, Peter suits up to defeat the symbiote.
Spider-Man engages in a battle with the symbiote, which with internal motivation from his family and friends, he uses to wake up and break out of the cocoon, hours after he first got trapped in it. He then tears off the symbiote suit and places it in a bucket, finally overcoming it.
Later that night, Eddie comes into the Connors’ lab to remove his belongings, but discovers Spider-Man with the symbiote instead. Eddie is elated, as he believes Spidey is returning it and that this will give him his job back, but he soon realizes that Spider-Man is attempting to freeze the symbiote to death with its original case’s thermostat. As Spider-Man sets his plan into motion, Eddie tries to intervene, but the symbiote is quickly encased in ice. Once Spider-Man is satisfied, he proceeds to leave out the sky window, while Eddie curses him for taking away his opportunity at a job. Eddie, beyond rationality, begins claiming that Spider-Man is just as bad of a user as Peter is. He then notices that the symbiote has survived the freezing, and is now reacting to Eddie’s insanity. Believing the symbiote to be calling to him, Eddie opens the case and allows the symbiote to absorb him.
Inside his mind scape, the symbiote proceeds to reveal Eddie the truth: Peter and Spider-Man are one and the same. It offers him a deal; Eddie will allow the symbiote to take full control so that they can work together to kill Peter before later destroying humanity. Eddie accepts these terms, and the symbiote fully envelops him, creating a new supervillain: Venom.Notes
- Production Code 112
Trivia
- Footage from this episode, specifically the scene in which Peter finds out about Ben's death, is shown in Spider-Man: Across the Spider-Verse as part of the Spider Society’s records.