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Eddie Brock, alter ego of Venom, is separated from the Venom symbiote and Spider-Man agrees to retrieve it by donning it and then give it back to Brock before he dies.
Spider-Man agrees to help Bromley, a member of the rebellion against the High Evolutionary, to find his long-lost brother. At the end of the episode, after Bromley finds out that his brother is loyal to the High Evolutionary, he pushes him into a vat of water. The Beastials inside pull him down.
Karen O'Malley, a member of the rebellion against the High Evolutionary, is kidnapped by machine men of the Evolutionary, so Spider-Man and X-51 teams up to save her. Meanwhile, the Evolutionary realizes that Karen is his grand-daughter.