 A strange black substance known as "Venom" which needs a host to survive lands on earth, inside a shooting star. After it consumes Spiderman, turning him in to Venom, makes him evil. He manages to break free, but Eddie Brock, his rival photographer, (who has lost everything thanks to Peter Parker and now is desperate to kill him) is Venom s next target. Eddie Brock/Venom, teams up with Sandman/Flint Marko, a fugitive, to kill Spiderman. Spiderman is in even more trouble. Harry Osborn turns into the New Green Goblin, desperate to destroy Spiderman. But all the while, he tries to propose to her. Will Spidey survive???