After Spider-Man's friend is turned back into the rampaging Rhino by Swarm, Spidey is forced to battle for his life in the Underground Monster League contest.

The Spider Team tracks down the missing Dr. Connors, who has undergone another transformation into the Lizard after learning from the Dark Goblin that the cure for the lizard serum he had been working for never existed. Just when that task is hard enough, the Spider Team discovers that Venom has returned from the dead to seek revenge on the Earth for thwarting his invasion.