- Unnamed symbiote-like alien (Only appearance; dies)
- Hobgoblin (Jason Macendale)
- Hobgoblin's thugs
- Knife-wielding homeless man (Only appearance)
- Trio of homeless thugs (Only appearance; dies)
- Unnamed symbiote-like alien's offspring (First appearance) (Only appearance)
- Anthony LoBuono (Only appearance)
- Basil "Bass" Lorritson (Only appearance)
- X-Men (Referenced)
- Mr. Woolmington (Mentioned) (Only appearance)
- Avengers (Referenced)
- Iron Man (Tony Stark) (Mentioned)
- Tarzan (Mentioned) (Topical reference)
- The Burglar (Referenced)
- Uncle Ben (Referenced) (Deceased)
- Radioactive Spider (Referenced)
- Harry (Only appearance)
- Mike (Only appearance; dies)
- Ned Leeds (Mentioned) (Deceased)
- Green Goblin (Norman Osborn) (Referenced) (Deceased)
- Gwen Stacy (Referenced) (Deceased)
- The Beyonder (Referenced)
- Fantastic Four (Referenced)
- Mister Fantastic (Reed Richards) (Referenced)
- Sin-Eater (Stanley Carter) (Referenced)
- Sin-Eater (Emil Gregg) (Referenced)
- Daily Bugle
- CCRC (First appearance)
- Daredevil (Matt Murdock) (Referenced)
- Dawn Luks (Only appearance)
- Rob Luks (Mentioned) (Only appearance)
- Barney (On-screen) (Topical reference) (Unnamed)
- Vanna White (On-screen)
- Fay McAvoy (Only appearance)
- Alma (Only appearance)
- Linda (Only appearance)
- Chuck (Only appearance)
- Three Stooges (Topical reference)
- S.H.I.E.L.D. (Mentioned)
- Nick Fury (Mentioned)
- Donald Trump (Mentioned)
Races and Species:
- Homo sapiens
- Symbiote-Like Alien (Only appearance)
- Homo superior (Referenced)
- Beyonders (Referenced)
- Celestials (Referenced)
- Gremlins (Topical reference)
- Tribbles (Topical reference)
- Pacific Ocean
- Greenland (Referenced)
- United States of America
- Union of Soviet Socialist Republics (Mentioned)
- Battleworld (Referenced)
- Pumpkin Bomb
- Razor Bat
- Hunt for the Red October (Topical reference)
- Nuclear bomb (Destruction)
- SSN-45 USS Minneapolis (Nuclear Submarine) (First appearance) (Only appearance)
- USS Enterprise (Topical reference)
- Bat Glider
- Secret Wars (Mentioned)
En-route to New York City for refueling, the nuclear submarine USS Minneapolis carries a mysterious top-secret cargo: a radiation-eating extraterrestrial. The submarine's captain, Anthony LoBuono, is very much on-edge and looking forward to getting the mission over with, and is concerned that his success may result in him being drafted into similar black-ops missions. The moment they dock in the Brooklyn Navy Yard, however, the extraterrestrial breaks free and escapes.
Elsewhere, Peter Parker attempts to get a bank loan - he and Mary Jane having hit a financial rough spot after she quit the soap opera Secret Hospital, leaving their only source of income his freelance work for the Daily Bugle - and gives up upon hearing the manager is out to lunch. As he walks through the city, Peter laments the changing trends in photography making his work more difficult and expensive. Entering a camera store, he purchases a wireless strobe slave from the owner; gossiping a bit to pass the time and see if any investigation-worthy news stories have popped up. Peter's credit card declines the purchase, forcing him to pay cash, and he heads home to upgrade his camera. MJ returns home, having gone shopping, and laments the lack of employment. Peter wonders why she picked up so much food, recalling that Aunt May is coming for dinner before MJ reminds him that's next week. That night, Peter sets out to patrol the city and test out his new camera. Following his Spider-Sense to a warehouse, Spider-Man ambushes a group of thugs loading canisters of radioactive material into a truck. Spider-Man is attacked by the Hobgoblin, who keeps him occupied while the thugs recover and make a getaway. Spider-Man is cut by a razor bat and knocked unconscious by a pumpkin bomb, but rather than finish him off the Hobgoblin leaves.
In an abandoned warehouse on the other side of town, a pair of homeless men - Harry and Mike - bicker over the latter's schizophrenia giving him auditory hallucinations. The escaped extraterrestrial - which bears a marked resemblance to a symbiote: possessing large white eyespots, clawed hands and feet, a large fang-lined maw and prehensile tongue, and the ability to project pseudopods formed of its biomass - melts a hole in the wall of the warehouse, spilling a canister of radioactive waste onto Mike. The alien promptly devours him, consumes the spilled radioactive waste, and steals some of the intact barrels before melting a hole in the floor. Mistaking the extraterrestrial for Venom, Harry calls the radio station to collect a monetary reward.
Recovering from being knocked out, Spider-Man makes his way home and is informed by Mary Jane that Venom is back. Upon hearing Venom is being accused of murdering a homeless man, however, Peter becomes skeptical of Eddie Brock's involvement; discovering that Jason Macendale had managed to engineer a chemical formula to cancel out his spider-sense. While showering, Peter recalls his early nemesis the Green Goblin, who had murdered his girlfriend Gwen Stacy before being killed. Not long after, the first Hobgoblin - assumed to have been Ned Leeds - had appeared, and had been succeeded by Jason Macendale. He then reflects on how he had acquired a black suit on Battleworld that had turned out to be a symbiote seeking to permanently bond to him, and had rejected it out of disgust and fear. The vengeful symbiote had then bonded to disgraced journalist Eddie Brock, who blamed Spider-Man for ruining his career following the Sin-Eater incident; though after a long and bitter rivalry they had declared a truce, with Venom departing for San Francisco. MJ interrupts his brooding to tell him the news story is on again; and after watching the interview with Harry, Peter states that while Venom could shred a man into bloody confetti, it doesn't sound like him to do so.
The next day Peter processes his photographs and heads to the Daily Bugle Building, leaving them with Kate Cushing. On his way out, he overhears J. Jonah Jameson arguing with Robbie Robertson over whether Venom was behind the homeless man's murder. When Peter interjects, Jameson launches into a tirade about how Hobgoblin, Spider-Man, and Venom are corroborating in a plot to take over the city; Peter sarcastically noting that once Jameson gets going he'll blame Spider-Man for everything from the federal budget deficit to World War II. While digging through the Daily Bugle's archives for information on Venom's whereabouts, Peter comes across a reference to a corporation called the Consolidated Chemical Research - CCRC for short - and realizes it's linked to both the warehouse the Hobgoblin robbed and the warehouse the homeless man was killed in. Peter comes to the realization that the Hobgoblin is building a nuclear bomb, and sets out to the Brooklyn Navy Yards to get more information.
While this is occurring, Mary Jane sets out to job-hunt; recalling her traumatizing first encounter with Venom and lamenting Peter's night-time escapades as Spider-Man. Spotting an editorial for voice-acting work, she submits her résumé and meets up with Maureen, a friend who volunteers at a soup kitchen. Mary Jane offers to help and overhears some of the staff remark that some of their regulars have gone missing; others have reported seeing a dark, monstrous figure prowling the subways and sewers, and that people are contracting radiation sickness near Penn Station and the Madison Square Garden.
Spider-Man arrives at the navy yard just in time to witness the Hobgoblin robbing the USS Minneapolis of one of its missiles' actuators, letting him escape so as to rescue the injured crewmen. Out of gratitude, Captain LoBuono informs him of the radiation-eating extraterrestrial's existence and nature, Spider-Man realizing it was what killed the homeless man. Returning home, Peter laments the loss of his spider-sense and worries that if Venom is indeed back he'll target Mary Jane again. Turning his photos of the submarine robbery over to the Daily Bugle, he hears a report sighting Venom at the Penn Central rail yard and is sent to investigate alongside Ben Urich; Peter suspecting it's the alien at work when one of the workers notes it attacked a train carrying radioactive waste, and being reassured when Ben is also skeptical that Venom is responsible. Changing into Spider-Man, Peter sets out to investigate the CCRC's New York corporate office - determining that it was set up shortly after the fall of the USSR and that the majority shareholder is Ukrainian. Hearing a booming noise, he exits the corporate office and enters the warehouse where the homeless man was killed, only to be ambushed by Venom. After a brief skirmish, Venom points out that Spider-Man knows full-well he wasn't responsible for the murder. Despite making frequent declarations of his desire to eat Spider-Man, Venom suggests they team up to hunt down the real culprit - who he intends to kill and eat - and informs Spider-Man that the CCRC is a duplicitous organization. Their conversation is cut short by the arrival of the police, and Peter returns home to exchange information with Mary Jane.
The next day, Peter goes to Empire State University and steals a canister of americium tetrafluoride to use as bait for the escaped extraterrestrial. Changing into Spider-Man, he notices his Spider-Sense has returned just as Hobgoblin attacks the campus aiming to steal more radioactive material - as he had anticipated. Venom arrives, having come to the erroneous conclusion that the radiation-eating alien is an imposter hired by the Hobgoblin; and in attempting to stop Venom from eating the Hobgoblin, Spider-Man lets him escape - having attached a Spider-Tracer to the stolen safes. Spider-Man tells Venom that Hobgoblin isn't related to his imposter, but Venom states that if Macendale is making a nuke that's reason enough to kill him and make him suffer. Spider-Man loses track of Venom but comes across his radiation-eating doppelganger instead. After a short skirmish the alien retreats down a manhole and into a utility tunnel. The alien ambushes Spider-Man, knocking him out in an attempt to take the americium canister and devouring a chunk of the isotope.
Meanwhile, Mary Jane gets a phone call asking if she would be willing to audition that afternoon, and receives a script for a character named Dora. While on her way to the studio, MJ wonders what could be giving the homeless people she met radiation sickness if the alien isn't responsible. While waiting for the auditioning, she spots an episode of a show featuring a certain singing purple dinosaur on the TV and imagines introducing him to Venom. The TV shifts to a news story covering the Hobgoblin's attack on ESU. After she is called in to audition, the Hobgoblin issues a televised address stating that he has built a 1.2 kiloton nuclear bomb and will detonate it in the middle of Manhattan unless he receives a billion dollars within twelve hours. MJ then learns she got the part but turns it down to stay with Peter. She unsuccessfully attempts to use a payphone to get in touch with him, then opts to return home and wait for him there.
Spider-Man regains consciousness in time to save a schizophrenic homeless woman named Fay McAvoy from being attacked by a man with a knife, and in return she leads him to the surface. Returning home, he learns about the Hobgoblin's bomb threat from MJ and informs her about his own run-in with the radiation-eating extraterrestrial. As Peter preps to head out again, MJ notices he's broken his ribs again and suggests he call in the Fantastic Four or the Avengers. Peter states that more often than not they're unavailable, but she still laments how unfair it is. Setting out and tracking the spider-tracers with his restored Spider-Sense, he arrives at Penn Station and descends into the subway, following an abandoned rail line to the Hobgoblin's lair.
Elsewhere, Venom descends into Manhattan's labyrinth of subterranean tunnels through the hole his radiation-eating doppelganger had made in the floor of the CCRC warehouse, Eddie Brock lamenting his symbiote's inability to communicate its sentience via a personality. The symbiote conveys its ravenous hunger to him, expressing delight at the prospect of eating the Hobgoblin; Eddie noting that while being bonded to it he had to be careful not to completely succumbing to its bloodlust, and lamenting that feeding it at times left him exhausted, annoyed, and enervated. Descending into the hole, Venom makes his way through the tunnels; coming across three homeless people - a middle-aged redhead named Alma, a young-ish Vietnam War vet named Linda, and a radiation sickness-stricken man named Chuck. Disguising himself as a fellow vagrant, Eddie introduces himself to them and learns that Chuck fell ill near Penn Station. When a trio of thugs interrupts their conversation, Eddie thanks Alma for the information and transforms into Venom. He subdues the thugs and carries them away from Alma's camp, feeding the symbiote and disposing of their bodies. Closer to Penn Station, Venom comes across the shredded remains of radioactive waste canisters. Coming across the radiation-eating alien's lair, he decides to investigate and picks a fight with it - intending to eat it in retribution for it impersonating him. The alien easily overpowers Venom and nearly devours him, but the symbiote's rage and desperation enable it to break free. Smelling the Hobgoblin's bomb, the alien takes off toward Madison Square Garden, pursued by Venom.
Entering the Hobgoblin's lair, Spider-Man marvels at the size of what he assumes is the nuke before realizing it's a nuclear-powered generator. Listening to Hobgoblin's thugs banter, Spider-Man takes them out. Realizing he's arrived, the Hobgoblin attempts to flush him out, but their banter is interrupted by the arrival of Venom. Spider-Man intervenes in an attempt to stop Venom from eating the Hobgoblin, but Venom ignores him and snares the Hobgoblin with tendrils - still under the impression that the radiation-eating alien is working for him. Spider-Man tells Venom that the Hobgoblin isn't responsible for the alien, attempting to persuade him not to kill the Hobgoblin by warning him of the possibility of a dead man's switch. The Hobgoblin uses their bickering as an opportunity to escape, Venom berating Spider-Man before setting off in pursuit.
Having an epiphany regarding how to stop the nuke, Spider-Man sets out to find the radiation-eating alien; speculating as to how it had come to dwell in the tunnels under the city after it broke free of the sub. Tracing his steps back to where he had fought it previously, Spider-Man locates its lair and opens the canister of americium. Drawing it out, Spider-Man leads the alien through the tunnels to the Hobgoblin's lair - noticing that it's larger than when he'd first fought it. Sensing the nuke, the alien unearths a hidden chamber under the Hobgoblin lair, where Venom has cornered Macendale - held at bay by the nuke's detonator. The alien locates the nuke and devours it, the Hobgoblin futilely trying to stop it before being knocked out. Venom and Spider-Man square off, but their grudge match is interrupted by the alien exploding. Venom is incapacitated by the sonic feedback of the explosion, and as he recovers Spider-Man suggests they postpone their fight and evacuate the lair before it caves in. Something slashes his leg, causing him to realize the alien gave birth to thirty ravenous offspring. Realizing they're after the canister of americium, he removes it and throws it into the crater their parent left behind. The baby aliens swarm the canister and begin devouring it and each other; Spider-Man cocooning them in webbing. Noticing Venom has disappeared, Spider-Man calls the police to pick up the Hobgoblin, and is informed by an incredulous officer that the city had no intention of kowtowing to his ridiculous demands. Spider-Man turns the baby aliens over to a S.H.I.E.L.D. crew sent by Captain LoBuono. Returning home, Spider-Man discovers that MJ had taped the news coverage of Hobgoblin's arrest; and a message to the police from Venom saying that he was not responsible for the deaths and disappearances blamed on him by the media, and that in return for Spider-Man's assistance in his exoneration he is renewing their truce and returning to San Francisco. Relieved, Peter and MJ decide to take some time to relax and enjoy themselves.
- The novel contains comic-style illustrations by Ron Lim and Keith P. Aiken at the beginning of each chapter.
- This novel is the first part of Diane Duane's CCRC trilogy, followed by The Lizard Sanction and The Octopus Agenda.
- Ned Leeds is stated to have been the original Hobgoblin as a result of this novel having been written before the revelation that Ned had been brainwashed and that the real original Hobgoblin was Roderick Kingsley.