Appearing in 1st story
- Venom Symbiote (Main story and flashback)
- Spider-Man (Peter Parker) (Loses the Venom Symbiote)
- Space Knights
- Mania Symbiote
- Pik Rollo
- Venom's genocidal host (First appearance) (Only in flashback)
- Red Hand Gang
- Trolls of Wenb (First appearance)
- Mania (Andi Benton) (Loses the Mania Symbiote)
- Ulysses (Mentioned)
- Agents of the Cosmos (Mentioned)
- Spider-Man (Otto Octavius / "Peter Parker") (Mentioned)
- Parker Industries (Mentioned)
Races and Species:
- Klyntar (Main story and flashback)
- Trolls (First appearance)
- Milky Way
- Klyntar (Only in flashback)
- Unnamed frozen planet (Only in flashback)
- Outer Rim
- Unnamed Temple
- Spider-Armor MK IV
- Flash's prosthetic legs
- Elixir of Purity (First appearance)
- Sound-amplifying tuning fork
- Web-Jet (Destroyed)
Synopsis for 1st story
Enveloped by the Venom Symbiote, Spider-Man prepares for a fight. Instead, the symbiote begins to show him memories of its past, beginning with its birth on the planet Klyntar. It tells him of the true nature of the symbiotes, bred to be Agents of the Cosmos, before showing him memories of its first host's genocide, which it confesses left it addicted to rage. It then tells him that Flash returned it to Klyntar, where it was purged not only of its corruption but of all its memories, save those of its original host and Flash. Appearing before Spider-Man, the symbiote says it is not the Venom he once knew, and that it will not take over his mind or feed off of his rage. When Spider-Man protests that he doesn't have any rage, the symbiote bluntly remarks that he's teeming with rage towards it, which is most likely deserved. It directs him to the distant spot of light, and when Spider-Man asks if it is the way out the symbiote replies it is the reason it and Flash returned to Earth.
Outside the symbiote's inner world, Flash calls out for it to stop only for it to abruptly expel Spider-Man. Flash offers to explain, but Spider-Man remarks that his partner had things covered. The Venom symbiote apologizes for everything that it did to Spider-Man in the past and hopes that in time it can redeem itself, and Spider-Man apologizes for attacking them and not listening to Flash, saying the issues with Ulysses have him on edge. Flash accepts and shakes hands with Spider-Man just as Spider-Man's Spider-Sense goes off and the Venom symbiote notices something incoming. The symbiote tanks the incoming grenade while Spider-Man tackles Flash to safety, and they turn to see a group of supervillains, the leader of which notices the Venom symbiote's resemblance to Mania and orders her squad to capture it. The symbiote bonds to Flash, and Venom and Spider-Man team up to defeat them, Venom explaining that he's fought them before and that they're looking for Mania. When Spider-Man asks who that is, Venom remarks that she's his protégé, bonded to a corrupted piece of the symbiote that's gone out of control and in need of assistance. After webbing up the supervillains, Venom angrily demands to know where Mania is, and is directed to the sewers, one of the supervillains explaining they attacked Venom and Spider-Man hoping to draw her out.
Spider-Man radios Parker Industries to cancel his afternoon appointments and volunteers to help Flash find Mania, stopping by the wreckage of the Web-Jet to grab a fresh mask and a symbiote containment canister. As they swing through Philly together, Venom thanks Spider-Man, who quips that it's the least he could do to pay Venom back for not murdering him, then asks how Flash intends to cleanse her. Venom says that Mania's symbiote will be absorbed back into his own, after which his friends will deliver an elixir that will purify it. When Spider-Man asks where his friends are, Venom says they're off-world but should arrive soon.
On Wenb, the stand-off between Flash's crew and the Space-Knights is interrupted by a horde of trolls, and the two teams begrudgingly team up to defeat them, revealing they're both after the elixir to save a fallen comrade.
Trekking through Philly's sewers, Venom notes that Spider-Man is back to making bad jokes again, and Spider-Man responds that when they last met he wasn't at his best. Venom remarks that Spider-Man is pretty different now too, working for Peter Parker's new multinational corporation, and Spider-Man responds that going off-world did wonders for both Flash and the symbiote. Venom responds that it was amazing but that he's been gone too long, and that he was so busy trying to fix himself that he forgot about the people on Earth who he'd left behind. Spider-Man assures Flash that they'll help Mania as they come across a junction, quipping that in a horror movie splitting up is a bad idea. Venom assures Spider-Man that they'll be fine and takes the path to the left, not noticing Mania following him from the shadows.
On Wenb, Pik Rollo asks what the difference between the Agents of the Cosmos and the Space-Knights is, and Punch retorts that the Space-Knights don't have to answer to anyone, with Mahia adding that they don't banish their comrades for being a little off. Tarna protests that Venom wasn't banished, but that he'd left to complete the symbiote's cleanse. Mahia cuts her off by saying the Space-Knights accept their comrades as they are. Iqa interrupts when Wink arrives, and Mahia scolds him for not watching the door, revealing they are after the elixir to fix his wings. Wink apologizes but informs them that a massive horde of trolls is approaching the temple.
In Philly's sewers, Venom comes across Mania's lair, expressing incredulity that Andi had been living in such squalid conditions and apologizing. Mania asks if he's truly sorry, attacking him from behind and slashing him across his chest. She mauls and pummels him, demanding he fight back, but Venom admits he deserves the beating, addressing her as Andi. Snarling that her name is Mania, Venom's rogue apprentice slams him into the water. He apologizes to her for leaving before signalling Spider-Man, who blasts both their symbiotes off with the sonic tuning fork. As Flash cradles Andi, Spider-Man puts the two symbiotes into containment and takes them all to his lab at the Parker Industries Philadelphia Branch. Flash notes that the cleanse seems to be working but that the Hell-Mark remains an issue, and Spider-Man offers to allocate some of Parker Industries' resources into finding a cure. Flash states that his team will be arriving with what they need, but thanks Spider-Man for his help, telling him to thank Peter as well. Spider-Man leaves to deal with another of Ulysses' visions, and Flash tells the sleeping Andi that he's not leaving her again until she's fixed. The Venom symbiote calls out to Flash and tells him that it's successfully cleansed the Mania symbiote, but that it's terrified. Flash tells Venom to assure its clone that it has nothing to fear from them, but Venom says that Mania isn't afraid of them but of Andi. As a crimson glow bathes the room, Flash turns to see Andi standing and wreathed in demonic energy, her eyes glowing red as the Hell-Mark appears on her forehead and demons appear behind her.
CIVIL WAR II TIE-IN!
• In his fight with Flash, Spidey held all the cards — will the symbiote take back the advantage by TAKING OVER Spider-Man?
• Can Venom control his rage?! Can Spidey contain his BIGGEST secret?!
• And while Flash’s duty to the GUARDIANS brought him to Earth — he won’t forget his responsibility to old teammates.
- Venom’s genocidal host appears with a spider emblem on its chest, though this is a continuity error considering that the symbiote only got it after it first bonded with Spider-Man.
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