As Spider-Man swings through the air, he spots a building on fire. He enters it and defuses a bomb which has been planted there. He then finds New Goblin flying around, and defeats him, knowing that it is his friend, Harry Osborn. He then retreats to save civilians who are trapped in a building.

After rescuing them, he is encountered by Sandman. Knowing that he cannot defeat Sandman, he flees to his home, where the alien symbiote takes over his body. Peter wakes up with the black suit, and uses it to his advantage. He then finds that Electro has kidnapped the Senator, and Mad Bomber has planted explosives throughout the city. After foiling their plans, and defeating them, he swings off to find Sandman, and gives chase. He then defeats Flint by opening a door which releases a large amount of water onto him. Spider-Man, thinking he killed Flint, tries to get the black suit off him, knowing that its influence is corrupting his mind. The black suit then is removed when sound waves drive it off, onto Eddie Brock, who desires revenge on Peter and Spider-Man, and gives himself the name "Venom". Spider-Man then finds that Sandman is still alive and well, and now has quicksand powers at his usage. He is then defeated once again by Peter. Venom then comes, and battles Spidey, but is defeated when dropped from the building. Spider-Man proceeds to call for medical attention, and the symbiote escapes into the night, with the screenshot saying "The End?".