- Detective Terri Lee
- Daily Bugle
- Madame Webb
- Curt Connors/Lizard (Main story and flashback)
- Debra Whitman
- Stark Enterprises (First appearance)
- Cletus Kasady/Carnage (First appearance)
- Eddie Brock/Venom (Main story and flashback)
- Baron Mordo
- Margaret Connors (Only in flashback)
- Billy Connors (Only in flashback)
- Dr. Ashley Kafka (First appearance)
- War Machine's Armor
- Inter-dimensional probe
The police infiltrate a building where wanted criminal Cletus Kasady is holed up. Spider-Man also arrives at the scene, where Kasady activates a bomb which will explode in thirty seconds, and devastate everything within two-hundred meters. However, Spider-Man takes the bomb outside and throw it high into the air, where it explodes, causing only minimal damage to the building and surrounding area. Kasady is then arrested and taken into custody. After, Madame Webb communicates with Spider-Man, and warns him that the evil that he is about to confront will be unstoppable.
A couple witness what they perceive to be an asteroid hit Central Park. They go to investigate, but are attacked by the Venom symbiote, which emerges from the "asteroid". At the same time, Eddie Brock is in Ravencroft, where he tells Doctor Ashley Kafka about his past and how Spider-Man ruined his life. She, however, believes that the symbiote was always a stress related illusion. After their therapy session is over, Kasady is brought in and incarcerated in the cell next to Brock. The two immediately take a dislike to each other.
Dormammu tells Baron Mordo that their plan has worked and the symbiote is back on Earth. He orders Mordo to contact Eddie Brock and have him reunited with the symbiote. Mordo appears to Eddie in astro-form, and Eddie accepts his offer of serving Dormammu in exchange for the symbiote.
The following day, Peter, Debra Whitman and Curt Connors attend a demonstration at Stark Enterprises which presents inter-dimensional technology created by Tony Stark. Meanwhile, the symbiote's temporary host visits Eddie Brock and he is re-bound to the symbiote, becoming Venom once again. He breaks out of jail before meeting Dormammu, who explains how he had Mordo guide the probe which contained the Venom symbiote back to Earth. He then orders Venom to fetch the inter-dimensional probe from Stark Enterprises.
Venom interrupts the demonstration at Stark Enterprises and attempts to steal the probe, but Spider-Man and War Machine try to stop him. As the two fight him, Mordo looks on and speaks to Dormammu, who is worried that the probe will not be secured. He tells Mordo that the symbiote had reproduced in outer space, and there is now another symbiote. He hypnotizes it's temporary host and takes it to Ravencroft, where it meets Kasady, who had longed for Brock's power and seeing him re-bond with his symbiote. Mordo appears to him and offers him a symbiote of his own. He happily accepts, and the symbiote bonds with Kasady, dubbing himself 'Carnage'. Carnage arrives at Stark Enterprises and assists Venom, acquiring the probe himself before preparing to kill Spider-Man.