Appearing in 1st story
- Kulan Venom (Kulan Gath) (Merges with the Venom Symbiote) (First appearance as Kulan Venom)
- Hobgoblin (Cameo)
- Scorpion (Mac Gargan) (Cameo)
- Lizard (Curt Connors) (Cameo)
- Venom (Eddie Brock) (Loses the Venom Symbiote)
- Crom (Invoked)
- Mary Jane Watson (Mentioned)
- J. Jonah Jameson (Cameo)
Synopsis for 1st story
At the castle that was once the Metropolitan Museum of Art, Kulan Gath summons Venom and revels in the ravenous malice of the symbiote. As he prepares to cast a spell to strip the symbiote from its host, he senses Venom suddenly break free of his control. Furious at this defiance, Kulan Gath magically slams Venom into the roof of his castle and declares his intent to rip out Venom's heart and eat it to gain his power, and that when he does so the world will fall before him.
Spider-Man regains consciousness just in time to dodge a black widow spider about to land on him, noticing he's in a stonework hut with several civilians - all of whom are regarding him with fear and horror. Joe Robertson approches, and Spider-Man laments that he's been affected by Kulan Gath's magic and is also speaking in botched Early Modern English, with no memory of the city as it originally was. Outside the prison, Red Sonja delivers a rousing speech to a group of citizens-turned-barbarian warriors before leading them in a frontal assault on the death-camp. As Robertson explains that Kulan Gath intends to use their blood in a dark ritual to conquer the universe itself, Sonja's attack breaches the prison. Spider-Man tells Robertson to keep the other civilians safe while he joins her in fighting Kulan Gath's army of trolls and other monsters.
Venom's raw physical strength and feral ferocity overwhelm Kulan Gath, but before the sorcerer can be eaten he shoves Venom away. Landing on a dome and licking blood from his claws, Venom hisses that Kulan Gath is tasty. Horrified and outraged at being wounded, Gath berates Venom for daring to so much as touch him; but Venom's only response is to laugh and lunge at the sorcerer. Before Venom can attack, Kulan Gath grabs him by the head and gloats that while Venom is powerful he's lacking in knowledge. He sneers that Venom's power comes from living darkness, but that his power comes from blood and that consuming his blood gave him control of the symbiote. Stripping the Venom symbiote from Eddie Brock, Kulan Gath bonds to it.
Standing back to back and surrounded by enemies, Spider-Man and Red Sonja trade banter as they fend off a group of trolls before finding themselves face to face. Sonja flitatiously remarks that she finds him impressive and presses against him, but Vermin ruins the moment by charging towards them on his giant fire-breathing rat. Sonja's sword fails to penetrate the beast's hide, but she is able to slice through the enchanted chains enabling Vermin to control it. The giant rat throws Vermin off and rampages, Spider-Man shoving Sonja out of the way before being stomped on. Enraged, Sonja impales the giant rat through the head, killing it. As Robertson leads the civilians through the breach that she made in the prison's wall, Sonja calls Spider-Man a valliant fool; though he replies that he's the only one who remembers the world as it originally was. Lifting his mask, Sonja whispers that she can sense Mary Jane inside her, influencing her and merging with her. Spider-Man laments that if Kulan Gath isn't stopped then Sonja will completely subsume Mary Jane, and as she helps him to his feet and supports him Sonja swears a sacred oath not to let that happen. Recovering as his Spider-Sense goes off, Spider-Man thanks her but warns her of incoming danger as the Hobgoblin - astride a giant bat, the Lizard - transformed into a frill-necked beast, and Scorpion - who now has pincers and an exoskeleton, all charge towards them in the name of Kulan Gath.
Inside Kulan Gath's castle, J. Jonah Jameson kneels before his now symbiote-augmented master, dictating this most-glorious of triumphs: the ascendancy and impending apotheosis of Kulan Venom.
- If Spider-Man vs. Red Sonja wasn’t enough, now it’s Kulan Gath vs. Venom! Our heroes' worst foes collide -- but who will emerge victorious?
- What will this mean for the Wall-Crawler and the She-Devil with a sword? Which three members of the Web-Slinger’s rogues gallery have also joined the chaos? And have we mentioned that if Red Sonja dies, so does Mary Jane?
- The art in this story is uninked -- Reproduced directly from Mel Rubi's pencils.
- The identity of Hobgoblin in this series is unknown.
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