Appearing in 1st story
- Guardians of the Galaxy (Mentioned)
- Captain Marvel (Carol Danvers) (Mentioned)
- Jessie Thompson (Mentioned)
- Harrison Thompson (Mentioned)
- Mania (Andi Benton) (Mentioned)
- Red Hand Gang (Mentioned) (Name first revealed)
- Space Knights
- Spider-Man (Otto Octavius/"Peter Parker") (Mentioned)
- Parker Industries (Only in flashback)
- Clayton Cole (Only in flashback)
- Unnamed employees (Only in flashback)
- Johnny Storm (Mentioned)
- Black Bolt (Blackagar Boltagon) (Mentioned)
Races and Species:
- Earth (Main story and flashback)
- United States of America (Main story and flashback)
- Outer Rim
- Wenb (First full appearance)
- Unnamed Temple (First appearance)
- Wenb (First full appearance)
- Spider-Armor MK IV
- Sound-amplifying tuning fork (First appearance)
- Flash's prosthetic legs
- Web-Jet (Destruction)
Synopsis for 1st story
Web-swinging through New York City as Venom, Flash thinks that it's strange being home, since everything except him is the same; and that while he returned to Earth to help Carol Danvers and his new friends are light-years away, they're both looking for the same thing: a cure. He unwittingly swings past a robotic spider, which begins tracking him.
On Planet Wenb, Iqa remarks that the desolate planet is glorious, prompting Hilla to ask Pik Rollo for permission to punch the Wugin. Iqa refuses to strike a child, but Hilla punches her arm and retorts that rule doesn't stop her. Tarna remarks that the temple used to be on the spot they're standing but was either buried by the desert or blown away. As they walk away, a robotic probe surfaces and begins tracking them, sending an alert.
Visiting the Rose Manor Wellness Center, Flash calms himself and remarks to a nurse that he's happy to hear his mother is doing well. The nurse replies that Rosie Thompson has good and bad days, but that she'll be happy to see him since she talks about her kids all the time. Entering his mom's room, Flash sits on her bed as Rosie sadly laments she wasn't always there for him and that she's sorry. Hugging his mother, Flash says he's sorry too. Travelling to Philadelphia, Venom decides to finally stop avoiding Mania. Stopping at a warehouse, he runs over some intel he received: after he left earth, Andrea Benton continued fighting crime as Mania, taking on the new Red Hand gang, but has gone out of control. Touching the floor, which is soaked with blood, Venom remarks that he knows the feeling. Shifting the symbiote into a suit, Flash leaves the warehouse and walks into the forest, thinking that he's been gone too long and that it's good to be home. The robot spider, latched to a nearby tree, initiates the "Cage Program" and calls Peter Parker to its location. The symbiote starts to envelop Flash, who wonders why it's agitated, and it retorts that they're being watched as red and blue rods slam into the ground around them, forming a ring of sonic disruptors. As the angry symbiote roars for the disruptors to be turned off, Flash recognizes the bars' color scheme just as Spider-Man arrives in the Web-Jet, quipping that they're way overdue for a catch-up.
In the tunnels beneath Wenb's surface, Tarna expresses incredulity as to how the temple could be empty. Iqa remarks that they can't be the only ones seeking the legendary temple, and a voice behind them agrees. Turning to see a team of five aliens, Pik asks if they are thieves, but Tarna replies they're something much worse: Space Knights.
Spider-Man quips that Venom must be wondering who catches up with an old friend by caging them, stating that the last time they tangled Venom was quite a handful, cutting off Venom's retort regarding his treatment at the hands of the Superior Spider-Man and saying he just wants to talk to his old friend Flash Thompson. Sinking his claws into the ground, Venom sarcastically asks if Spider-Man remembers him now, and Spider-Man replies that he could never forget his biggest fan. Sending tendrils through the ground, Venom uproots the sonic stakes and shatters them, retorting that things change. Venom states he doesn't want to fight, but Spider-Man goes on the offensive, countering that he just destroyed $2 million in R&D. Venom tries to swing away, stating he doesn't like cages, but Spider-Man web-yanks towards him and punches him with a new piece of technology: microfibers that radiate heat on impact. Venom tells Spider-Man to stop, but Spider-Man snaps that the symbiote has his friend inside it. Grabbing the Web-Jet, Venom smashes Spider-Man into a tree, the symbiote retorting that Flash Thompson is its friend too. Venom punches through the aircraft's wreckage and rips Spider-Man through it, shredding his costume. Spider-Man activates a sonic speech amplifier inspired by the Black Bolt and shouts at Venom to stop, the sound wave blasting the symbiote off Flash.
Flash tells Spider-Man to stop, but Spider-Man reassures him that he's safe now. Flash pleads with Spider-Man, telling him the symbiote's his friend and that it's no longer evil, but Spider-Man unloads a canister from the Web-Jet and says they can talk once the symbiote's secured and contained in his lab. The Venom symbiote, enraged and berserk, forms into its humanoid form and roars at Spider-Man, sending him flying. Flash tries to stop it, but is knocked aside as well. Going on the offensive, Spider-Man attacks the symbiote only to have it shrug off his attacks and rip through his webbing. Remarking that its ability to take humanoid form without a host is new and that he's glad it's not so needy, Spider-Man is tossed through the forest and into the street. Realizing he's outmatched, Spider-Man quips that they're old friends since he used to be its host, and suggests they talk about things over lunch in an attempt to lead it away from civilians. The Venom symbiote grabs Spider-Man and slams him to the ground, incredulously asking if he was really a former host, and Spider-Man quips that the fact it doesn't remember him hurts his feelings. Realizing what the symbiote is about to do, Flash calls out for it to stop, but the symbiote engulfs Spider-Man and bonds to him.
CIVIL WAR II TIE-IN!
• Venom versus the Amazing Spider-Man!
• Secrets, symbiotes and superiority! Flash and his hero have enough to fight about without the conflict that’s tearing the Marvel Universe apart!