''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learns that he is out of a job - and thus unable to attend ESU - because the funding given to study the alien had been withdrawn.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:
- Adaptation Inspiration: Spider-Man's origin story here borrows heavily from how it was presented in the first Sam Raimi movie. After Peter gets his powers he tries to cash in on them by winning a wrestling match, but after the fight promoter cheats him out of his money he refuses to help him after he is robbed and throws an Ironic Echo back in his face.
- Battle in the Center of the Mind: Spider-Man vs. the Venom Symbiote for control of Peter's body.
- Big Good: When Peter's losing the fight with Venom, Uncle Ben is the one who reminds him of who he is, all the good he's done, and why he chooses to be Spider-Man. Most importantly, he reminds Peter that he isn't alone.
- Broken Pedestal: Eddie severed ties with Peter, but he still thought well of Spider-Man. Then Spidey tries to destroy the symbiote, seemingly ruining Eddie's chance to keep his job and stay in college.
- Cliffhanger: "We will have vengeance ON SPIDER-MAN!"
- Clingy Jealous Girl: Peter compares the symbiote to one.
- The Corrupter: The symbiote seeks to make its bond with Peter permanent by playing on his guilt and how the world wronged him.
- Death Glare: After Peter lets the robber escape and tells the fight promoter "Not my problem", the fight promoter just glares at him silently before storming off.
- Despair Event Horizon: The symbiote tries to break Peter's resolve and will in order to convince him to permanently bond with it and nearly succeeds.
- Emotion Eater: The symbiote feeds off of negative emotions.
- Enemy Within: The symbiote.
- Enemy Without: The symbiote again.
- Even Evil Has Standards: When the symbiote-influenced Spider-Man says he wants to take up Tombstone's job offer, Tombstone wants him to not thwart any ordinary crime for a week, but he won't begrudge fighting a supervillain that endangers public safety.
- Evil Evolves: The symbiote changes appearance again, with the webbing pattern disappearing and the spider emblem taking on an appearance similar to its original design from the comics.
- Evil Sounds Deep: The symbiote invokes this on Peter.
- Explain, Explain... Oh, Crap!: Peter wonders why he has blown off his friends as of late, as well as ask Tombstone for a job when he previously refused. It isn't until he notices his use of the Royal "We" that he finally understands that the symbiote has been changing him for the worse. Once it starts convincing him to ditch his friends and family, including Aunt May, Peter desperately tries to rip the symbiote off.
- Fangs Are Evil: Venom.
- Fighting Down Memory Lane: Peter's fight with the symbiote takes place in his memories of his origin story and Uncle Ben's death.
- Foreshadowing:
- The first and last image Peter sees in Uncle Ben's You Are Not Alone montage is of Gwen, hinting at his feelings for her which would be revealed next episode.
- Uncle Ben's killer is remarkably agile and acrobatic. This makes sense considering it's later revealed that the series' version of the killer is a Composite Character with Black Cat's father.
- Form-Fitting Wardrobe: The black T-shirt the symbiote shifts into shows off Peter's abs and pecs.
- From Bad to Worse: The Connors lose their funding with the alien sample still missing. Because of this, Eddie is forced to drop out of ESU since the funds were responsible for his ongoing grant. He blames Peter for the incident, and later blames Spider-Man for ruining his life after he attempts to destroy the sample. Eddie's hatred to both Peter and Spidey attracts the symbiote to bond with him, sharing Peter's memories and, therefore, his secret identity, forming a new villain that wants to destroy Spider-Man.
- Good Angel, Bad Angel: With Uncle Ben as the good angel and the symbiote as the bad one.
- Hannibal Lecture: The symbiote gives one to Peter in an attempt to convince him to permanently bond with it.
- Here We Go Again!: The symbiote leaves Peter, but bonds with Eddie Brock.
- Hoist by His Own Petard: The symbiote tries to break Peter's will by bringing up his memories of Uncle Ben and the negative emotions tied to his death...but in doing so, it opens the door to Peter remembering all the more positive impacts his uncle had on him.Symbiote: We don't need you anymore, old man.
"Ben": Too bad. You stirred up my memory. Now you're stuck with me. - Hope Spot: For both Eddie Brock and Peter Parker. Eddie sees Spider-Man bring the symbiote back to the lab. He thinks his job is safe, but Spidey's just there to try to use the equipment to kill the creature. Unfortunately for Spidey/Peter, it doesn't stick, and the symbiote finds a new host full of ignited hatred.
- Hypocritical Heartwarming: Inverted. Norman Osborn, J Jonah Jameson, and several of the popular kids have given Peter a lot of grief (both in and out of the suit). All the same, he still sees them as allies and people to protectnote
- Internal Reveal: Thanks to its memories, Eddie learns from the symbiote that Peter and Spider-Man are one and the same.
- Ironic Echo: During the flashbacks of Spider-Man's origins, after he won his wrestling match, the fight promoter said he would only get paid if he signed a contract first, which Peter refused to do. When this meant he wouldn't get his money for winning, Peter protested it wasn't fair, only for the promoter to say, "Not my problem." in response. Immediately after this, the guy is robbed, but instead of stopping him, Peter just steps aside and lets the thief onto the elevator, and tells the fight promoter "Not my problem." in a cold tone.
- It's All About Me: Eddie loses his job at the Connors' lab simply due to financial realities, but he reacts as though it was done to spite him personally. When he goes to the lab to clear out his stuff, he grumbles about doing it at night so as not to give the Connors the "satisfaction" of seeing him leave.
- Jerkass Has a Point:
- Under the symbiote's influence or not, Peter frustration about the piling expenses from Aunt May's hospital bill isn't entirely unwarranted, especially since he's supposedly the only other member of the Parker family name. He's still a high-schooler and freelance photographer money can only help him so much.
- Flash Thompson calling Peter out on how rude he's being to everyone who wants to help him is what tips Peter off that something's not right. Flash may be a bully, but at least he knows Peter has his own circle of friends.
- Kill It with Ice: How Peter tries to dispose of the symbiote.
- Let's Dance: Peter to the symbiote as he prepares to finish their battle."Now, mudstain—shall we dance?"
- Maybe Magic, Maybe Mundane: So was Uncle Ben a part of Peter's mind convincing him to not bond with the symbiote or was it Uncle Ben himself as some sort of spirit helping his nephew? Keep in mind that magic and other paranormal phenomena are never brought up in the series.
- Mythology Gag: Peter's origin story mirrors that of Amazing Fantasy #15 along with some dialogue lifted directly from the first Sam Raimi film.
- Not Too Dead to Save the Day: Uncle Ben's reappearance and guidance allows Peter to shake off the symbiote.
- Not Quite Dead: The symbiote.
- Oh, Crap!:
- When Peter is taken to the past, he thought he had a chance to stop the radioactive spider from biting him. He learns the hard way that this is a view of his past, not time travel.
- Like many renditions of his origin story, Peter halts his revenge when he discovers the robber he fought was the same one he let pass following his wrestling match; the same man he wished he'd stop in hindsight to save his uncle.
- Origins Episode: The symbiote makes Peter relive how he became Spider-Man in an attempt to break him. It succeeds at first, and then backfires.
- Pet the Dog: Despite Sally’s dislike of Peter, even she actually feels sorry for him when she hears that Aunt May is in the hospital.
- The Power of Friendship: What repels the symbiote.
- The Power of Hate: The symbiote feeds on it. It's able to counteract the vulnerability to sonics by feeding on Peter's anger. It later senses Eddie's hatred for both Peter and Spider-Man, and bonds with him because of it, revealing to him that they both are the same person.
- Royal "We":
- Peter even lampshades this, coming to grips that the symbiote suit is changing him for the worst.
- When referring to just itself and not Peter and it bonded together, the symbiote still uses "us" instead of "I". Then again, it's a non-human entity.
- Saved by the Church Bell: The entire episode is an adaptation of the famous, but brief scene of Peter using church bells to get rid of the Venom symbiote. It takes place in a Battle in the Center of the Mind where the symbiote acts as a devil on his shoulder tempting Peter to evil, only for Peter to be reminded of his loved ones and reject the symbiote as the ringing drives it off.
- Shockingly Expensive Bill: Aunt May's hospital bill. Peter, under the symbiote's influence, gets greedy and asks Tombstone to hire him.
- Shut Up, Hannibal!: When Eddie tries to confront Peter, blaming him for losing his job, Peter (under the influence of the Symbiote) quickly turns it around on him. He slams Eddie into the wall while telling him to shut up and that they're (referring to him and the Symbiote) sick of his constant whining, before shoving him away and telling him to get lost, permanently.
- Small Role, Big Impact: Sullivan Edwards, the wrestling promoter who wouldn’t give Peter the thousand dollars for beating Crusher Hogan because Peter refused to sign a management contract with him. If he had given the money to Peter, the latter wouldn’t have allowed the bulgar to steal the money out of Edwards' safe, out of revenge, then the bulgar wouldn’t have stolen Uncle Ben's car and killed him. Thus because of Edwards, Uncle Ben died and Spider-Man began his crime fighting career.
- Spirit Advisor: Uncle Ben.
- Talking to Themself: Peter and the symbiote bicker with each other in this fashion when it tries to persuade him to keep it.
- This Cannot Be!: Spider-Man's reaction to learning the man who killed Ben is the one he let get away.
- Voice of the Legion: Venom speaks with both Eddie's and the symbiote's voices simultaneously.
- Weaksauce Weakness: The symbiote is weak towards sound.
- What the Hell, Hero?:
- Peter gets one from Flash Thompson and it's what snaps him out of his Darker and Edgier phase.
- Eddie doesn't know why Spidey potentially destroyed the symbiote, which makes him believe he's doing it to spite him and further ruining his life.
- Yandere: The symbiote for Peter.
- You Are Not Alone: The symbiote's last-ditch attempt at getting Peter back on its side is to convince him that his heroism is unrewarded and that it is the only thing he can rely on. Uncle Ben retorts by showing all of the friends and allies Peter/Spider-Man gathered throughout the show at this point.
