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.

Venom and Carnage reveal why they are on Counter-Earth. They have been working for the Synoptic, whose plan is to team up with the High Evolutionary. When the time is right, they will unleash millions of symbiotes on the planet to finally rid it of humans once and for all. Spider-Man, John Jameson, the rebellion, X-51 and the Goblin all team up to put an end to the High Evolutionary's plans but appear too late when the plans of Venom and Carnage unfold.