''There's no-one you can trust, Peter Parker. No-one... except us..."
The Venom Symbiote
Spider-Man rushes to the hospital, having learned of his aunt's heart attack, and is confronted by Eddie Brock. Peter is relieved to learn his aunt will survive, and Aunt May laughs it off, telling him to go to school. However, on his way out, Peter is confronted by the bill for May's medical expenses, and at school he lashes out at Gwen, MJ, and Liz when they try to comfort him. Peter storms off and makes his way to Lincoln's tower, where he easily defeats
Tombstone's bodyguards and agrees to accept the gangster's earlier job offer. Tombstone agrees, but tells Spider-Man he is forbidden from fighting petty crime for one week in order to prove his loyalty.
At Connors' lab, Eddie learns that he is out of a job - and thus unable to attend ESU - because the funding given to study the alien had been withdrawn. Over lunch, MJ comforts Gwen and urges her to confess her feelings to Peter, while Peter returns to the hospital, where he is confronted by Eddie, who blames him for losing his job. Peter coldly rebukes Eddie and the two get into a brief fight before a security guard breaks them up. He ignores a phone call from Gwen and is confronted by Flash, who calls him out for being aloof towards the people who care about him the most. Confused, Peter leaves to clear his head and realizes the symbiote is negatively influencing him. He arrives at a church, trying to ignore the symbiote's attempts to convince him to keep it. He attempts to rip it off, and during their struggle he collides with the bell, disrupting the symbiote. He starts to peel it off, but the symbiote engulfs him in a cocoon and drags him into a Battle in the Center of the Mind
, where it attempts to convince Peter that he is useless without it by making him relive how Uncle Ben died
. It nearly succeeds, but an apparition of Uncle Ben appears and restores Peter's Heroic Resolve
, enabling him to use The Power of Friendship
to repel the symbiote. Spider-Man rips it from his body and returns it to the lab, where he finds Eddie Brock. Eddie is initially overjoyed to see the alien returned, but when Peter freezes the symbiote in an attempt to kill it his joy turns to shock and rage. The symbiote breaks free from the ice encasing it and Eddie willingly bonds with it, learning that his two enemies are one and the same as he is transformed into the monstrous Venom.
This episode provides examples of: