Spider-Man leads bounty hunters on a wild chase across New York as we open part 2. Spidey gloats about how much more powerful he is now, while cursing Jameson for turning the public against him by offering a million dollar bounty. Cornering him on the street, the mercenaries use a sonic weapon, which nearly renders Spidey unconscious. Before he blacks out, the suit extends itself and pulls him out of the weapon's range, then disabling it, and pulling him out of range of a flamethrower. Spider-Man delights in this new ability, while disabling the mercs' gear by opening a fire hydrant. At the Daily Bugle, Jameson congratulates Eddie Brock for finally obtaining proof that Spider-Man is every bit the crook he believes he is. The wall-crawler breaks into the office, accusing Brock of doing a hatchet job on the shuttle crash story, framing him while leaving out the part about the "clown in a rhino suit"; he also snarls threats at Jonah, warning him to call off the bounty. J.J. calls for security, but when they arrive, Spider-Man tosses his desk at them and leaves, realizing that he once again came dangerously close to intentionally hurting someone - or worse. Even Jameson realizes that the black suit is affecting him somehow. Spidey decides to get some questions answered.
Meanwhile, the Kingpin is meeting with a few interested parties who want to buy his Promethium X, as Smythe provides exposition on why this stuff is so damn important: it's the most powerful fissionable element ever discovered, and is only active if actively heated, meaning it can be safely carried around on your person. After the demonstration, one of the buyers realizes that the entire sample Kingpin has could potentially destroy the planet, to which he gloats about only handling the best. At NYU, Spider-Man makes his way to Doctor Curt Connors' lab. Seeing the black-clad Spidey at his window, Connors tells him that he better have a good reason he shouldn't call campus security right now. Spidey tells him about the suit, and his need for it to be analyzed. He offers to let Connors cut off a piece of it for study, "if [he] can", as, when he holds scissors near it, the suit retracts and exposes Peter's bare arm. Spider-Man grabs part of it and stretches it, keeping it from retracting so Connors can obtain a sample; the severed piece immediately regenerates. Analyzing the sample, Connors confirms that the suit is indeed alive, a symbiotic life form, and not only that, it eventually consumes the host organism. Connors warns Spidey to get rid of the suit, but the wall-crawler leaves, saying he needs it to take care of his problems.
At the hospital, J.J. hears John having nightmares about the crash, and the Rhino's attack on the downed shuttle. Jameson Sr. realizes that Eddie Brock lied to him, and fires him for his fraudulent reporting. As Brock tries to grovel and say he did it for Jonah, as both men hate Spider-Man, Jameson counters that he obviously did it for himself, and has security eject Brock from the building. Furthermore, because Brock lied, Jonah is forced to publicly call off the hunt for Spider-Man. Watching this, the Kingpin realizes that there is a possibility that with Brock's evidence being re-examined, the shuttle robbery could be traced back to him, but Smythe assures him that he has a device that's perfect for the situation, and the perfect man to use it... That night, as Brock trundles back to his apartment, he gripes about how much Spider-Man has "taken" from him, and sees he's been evicted. Spider-Man just happens to break into Brock's place at that moment, searching for the negatives of the bridge photos. While he finds them, and plans to teach Brock a lesson, he hears a guttural voice outside talking to Eddie. It's the Shocker, a mercenary equipped with vibrating blaster gauntlets and a protective suit. Spider-Man jumps in to fight, but the Shocker blasts a building under construction, bringing it down on top of Spidey. Spidey manages to dig himself out of the rubble and pursues Shocker.
Shocker reports back to Smythe, that he failed to get Eddie Brock, but he did manage to take out Spider-Man, unaware that the webslinger has survived. Using his Spider Sense, Spidey tracks Shocker down and, using his new enhanced strength, breaks down the door to Smythe's hideout. As Spidey and Shocker go for round 2, Smythe tries to flee with the Promethium X, but Spider-Man lassos him with his webbing and sends him spinning; Smythe drops the Promethium X, which Spidey absconds with. At home, Spidey studies the Promethium X, discovers what activates it - and something else. Smythe and Shocker, meanwhile, are chewed out by the Kingpin for letting Spider-Man steal it, and tells them to get it back, even if they have to take the whole city hostage, which gives Smythe an idea; Shocker kidnaps John Jameson from the hospital, holding him for ransom and forcing Jonah to ask for Spider-Man's help. Peter sees the message, and is angry that now he has to help Jameson, saying he's only doing this for John.
Spider-Man and Jameson head to an abandoned church, unaware that Eddie Brock is tailing them, convinced they're plotting against him. Inside, Smythe makes his demands: The Promethium X for John's life. Spidey hands the Promethium X over while Jonah checks on his son. Spidey urges the Jamesons to leave immediately, and his suspicions are proven correct when the Shocker emerges, ready to go for round 3. During the fighting, the symbiote grows more and more dominant over Peter, making him more and more aggressive, nearly tearing the church apart fighting Shocker. Brock grabs a flail and tries to attack Spider-Man with it, but Shocker threatens him, turning his back to Spidey. This proves a mistake, allowing the webslinger to attack Shocker again and send him fleeing for his life, and vows to chase him to the ends of the Earth. Cornering Shocker in the bell tower, Spidey puts him in a crushing bear hug. Brock tries to take him on, but is easily outmatched, and tied up, and left dangling over the long shaft down to the bottom of the tower. As Shocker tries to blast him, Spider-Man crushes his gauntlets, leaving him helpless. Shocker is held over the edge of the tower, saying that Spider-Man can't do this, he's one of the good guys. When Spider-Man says he has the power to do it, it triggers Peter's memories of his Uncle Ben, who always told him that "With great power, comes great responsibility," and he relents. While Shocker taunts him over this softness, the suit pushes him out of Spidey's hands, plummeting to the ground. Peter realizes that the costume is trying to take control, that Doc Connors was right about its danger; he stops Shocker from dying and struggles to get the black suit off, but it seems to be too late.
Suddenly, the church bells begin to ring, putting the suit in pain, causing Peter to remember the sonic blasters; the symbiote can't stand loud noises, so Peter gets as close to the bells as possible. This forces the symbiote to separate from him, and Peter realizes how intelligent the creature is, as it blocked Peter's memories of the earlier incident to protect itself. The symbiote tries to rejoin with Peter, but the ringing bells have weakened it too much, and it slides into a crack in the concrete, apparently dead. Peter breathes a sigh of relief and heads home, having completely forgotten about Brock. Back at the Kingpin's lair, Smythe returns with the Promethium X, and Kingpin is eager to start the bidding, but the buyers demand another demonstration. This time, the heated Promethium X does not respond; Smythe examines it, and discovers that the Promethium X has transmuted almost entirely into lead; its half-life can be measured in mere days, and is now little more than a hunk of rock. Kingpin demands an explanation, and Smythe blames him for never giving him time to study the element. The buyers storm out, and an incensed Kingpin realizes that somehow Spider-Man knew this, that's why he just handed it over. Back at the bell tower, the symbiote has managed to drip through the cracks onto the still-tied up Eddie Brock. As a sudden storm kicks up, the oozing creature covers Brock, who breaks free of the webbing. Crashing through the wall of the bell tower, we see that the symbiote has transformed Brock into something monstrous, that taunts Spider-Man about impending doom.
To Be Concluded...
- Accidental Hero:
- Shocker confronts Brock to get the photos and silence him. He's unaware that Spider-Man is nearby and intending to teach Brock a violent lesson about "the dangers of lying." As a result of Shocker's presence, Spider-Man fought him instead and Brock was able to run away from both of them.
- Brock unknowingly returns the favor when he tries attacking Spider-Man at the church, interrupting attempts to kill Shocker.
- Arson, Murder, and Jaywalking: Brock blames Spider-Man for costing him his job and reputation. After he sneezes, he blames Spidey for that, too.
- Chekhov's Gun: When the mercenary team attacks Spidey they use a sonic weapon, seriously disrupting the symbiote and bringing the web-slinger to his knees. Spider-Man remembers this later in the church, and uses the loud clanging of the church bells to force the symbiote to separate from him.
- Cliffhanger: The symbiote finding its way to Brock.Venom: Spider-Man, enjoy your fame while it lasts!
- Clingy Costume: When Spider-Man realizes just how much the symbiote has warped his mind, he tries to pry it off to no avail. It takes the vibrations of the church bells to save him from being permanently bonded to the creature.
- Comes Great Responsibility: Spider-Man remembering this shakes him from the symbiote's influence.
- Eureka Moment: Kingpin tells Smythe and Shocker to get the Promethium X back, even if they have to take the city hostage. This gives Smythe the idea to have Shocker kidnap John.
- Everyone Has Standards: Jonah fires Brock when he learns that he lied about the Rhino stealing Promethium X."I can't have someone who works for me coloring the truth and leaving out facts! It's against everything I stand for. You're history, Brock! Outta here! Fired!"
- Flashback: When Shocker pleads for his life, Spider-Man says he has the power... only to remember what Uncle Ben told him.
- From Nobody to Nightmare: Eddie Brock, who by the latter half of the episode is an unemployed reporter, who's enmity for Spider-Man was at best, regarded as ineffectual and bordering Sitcom Arch-Nemesis levels — merges with the symbiote which spent quite some time with Spider-Man, and granted him his powers. His transformation, though seen in shadows, is terrifying, and so are the implications of becoming Venom.
- He Knows Too Much: The Kingpin fears that Brock's photos could trace the Prometheum X theft back to him, so Shocker is sent to dispose of the evidence and Brock himself.
- I Warned You: Connors implores Spider-Man to get the suit off before it's too late. During the showdown in the bell tower, he acknowledges how Connors was right.
- Internal Reveal: Dr. Connors examines the suit and tells Spider-Man that his new costume is in fact a living alien symbiote. The viewers knew this as soon as the symbiote attacked the astronauts in the last episode.
- It Can Think: Related to the Internal Reveal above, Dr. Connors speculates that the symbiote is a sentient creature.
- It's All About Me: Brock insists he framed Spider-Man for Jonah, saying it was to get someone they both hate. Jonah knows full well Brock did it for himself.
- Jerkass Has a Point: Jonah observes that Spider-Man is worse with his new suit than he ever was before.
- Large Ham: Like you wouldn't believe in the ending battle with Shocker.
- Laser-Guided Amnesia: It is implied that the symbiote can do this to its host. Specifically, Peter wonders if the symbiote stopped him from deducing its Achilles' Heel to loud vibrations after Spider-Man felt the effects of the sonic blaster.
- The Man Behind the Man: Smythe gives Shocker his gauntlets.
- MockGuffin: Prometheum X turns out to be one. Smythe and the Kingpin have been after it the whole time, seeking to sell to the highest bidder. However, Spider-Man steals the mineral and learns that its fissile properties have vanished due to Promethium X's short radioactive half-life. Smyth, thinking the mineral can still be used as an explosive weapon, abducts J.Jonah Jameson's son and wants to trade for the Promethium X. Spider-Man obliges, knowing he has saved Jameson without providing the criminal underground with anything dangerous or valuable. The Kingpin learns the truth too late.
- My God, What Have I Done?: Spider-Man shouts this when the symbiote tries to kill Shocker by pushing him off a balcony.
- Never My Fault: Brock goes on this tirade after he's fired—blaming Spider-Man for his own actions.
- No Indoor Voice: Part and parcel with Large Ham.
- Not Quite Dead: The sound of the bells aggravate the symbiote and cause it to shrivel into a crack in the floor. Peter assumes it's dead, but the ending says different.
- Oh, Crap!: Outmatched by Symbiote Spider-Man, the Shocker panics and flees for his life in terror, even barrelling straight through a thick timber door without stopping.
- Out-Gambitted: Spider-Man returned the Prometheum X to Symthe in exchange for the kidnapped John Jameson being escorted safely. However, the Shocker appears to dispose of the webslinger, since he's already a thorn in the Kingpin's side. While Spidey beats the Shocker, the Kingpin later finds out that the Prometheum X is no use to him now that it's inert, and had been played at his own game:Kingpin: (growls) He knew it. Spider-Man knew it...
- Ridiculously Potent Explosive: The Kingpin has Smythe perform a test on the volatile properties of Prometheum X to potential buyers learning that it is only reactive when exposed to heat. Even though only a tiny sample of Prometheum X was used in the test, it produced a massive explosion in the sealed off laboratory. One of the criminal buyers is alarmed by the implications of possessing the entire rock sample based on what merely a fragment produced:Criminal Buyer: That chunk that you got....it could destroy the entire planet!
Kingpin: (smugly) Any takers?
- The Shadow Knows: When Symbiote Spider-Man approaches Shocker from behind, he casts the shadow of a hulking, clawed monster. Also Foreshadowing Venom's appearance at the end of the episode.
- Super-Powered Evil Side: The symbiote attempts to make Spider-Man kill the Shocker, causing him to realize how much it's corrupting him.
- The Symbiote: Revealed to be the Parasitic variety here. Dr. Connors warns Spider-Man that if he does not remove the alien, it will pull a Kill and Replace on him.
- Villainous Breakdown: Shocker is cool as a cucumber, until Spider-Man becomes actively murderous, chases him throughout the church, and destroys his gauntlets.
- Villains Want Mercy: "No, what are you tryin'—oh, no! I give up! C'mon, you're supposed to be the good guy! You can't do this!"
- Wham Line: From Dr. Connors, after discovering that the suit is a symbiote."You've got to get that suit off!"