This article is written from the Real World perspective Real World.jpg
Series The Spectacular Spider-Man
Release Date June 7, 2008
Episode Number 12
Writer Greg Weisman
Director Dave Bullock
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With Aunt May in the hospital and his friendship with Eddie Brock ruined, Peter finally gains enough self-awareness to realize the alien symbiote is starting to affect his personality. The struggle between Peter and the symbiote evolves into a war within Spider-Man's own mind, where Peter is aided by a familiar face.


At Manhattan General Hospital, Peter goes to the hospital as Spider-Man and mentally dissolves his costume. He goes inside to check on Aunt May after her heart attack. Eddie Brock is there, furious that Peter has seemingly abandoned his aunt. Peter meets with Doctor Bromwell, who assures him that Aunt May is fine and it was just a minor heart attack. May is equally unconcerned and tells Peter he needs to get to school. As Peter leaves, the nurse asks him to sign off on the hospital bills.

Peter arrives at school and all of his friends try to comfort him. He snaps at them, saying that he needs money to cover his aunt's hospital bills. He storm off, then changes to Spider-Man and goes to Tombstone's penthouse where he smashes his way past the mob boss' bodyguards. He tells Tombstone that he now wants to accept his offer of employment. Tombstone tells Spider-Man that he has to prove he's sincere by not fighting normal crime for a week. Spider-Man readily agrees.

Eddie meets with Martha Connors, who tells him that with the loss of the alien ooze they can't keep him on. He's furious since he'll have to drop out of college since he can't cover his bills. At Midtown, Mary Jane Watson talks to Gwen Stacy over lunch. Gwen is upset that she can't do anything for first Harry Osborn and now Peter, and Mary Jane figures that she's got feelings for Peter. Mary Jane tells Gwen that she's going to have to stand up to Peter to get his attention or he'll never figure out how she feels about him.

Peter returns to the hospital and Eddie shows up to blame him for losing his job. Peter snaps back and shoves him aside, ignoring Gwen as she tries to call him on his cell phone. Flash Thompson is there and is happy that everything he's said about how Peter is a loser is proving out to be true and he can't see that one of his closest friends is trying to help him and leaves. Peter heads out as Spider-Man but realizes that he's been acting strange and increasingly angry toward everyone he knows and taking the job with Tombstone. He swings inside a bell tower to think things out and starts hearing his own thoughts telling him how everyone is out to get him. He realizes the symbiote is responsible, insinuating itself into his thoughts and trying to take over his life. Peter tries to rip off the symbiote and smashes a fist into the bell, setting it tolling. The symbiote feels pain at the vibration but warns that they're bonded too deeply and cocoons Peter with its own substance.

Peter finds himself in a black void at his house and a man comes to wake him up: Uncle Ben. Aunt May is also there and they get him off to school. He finds himself at the ESU science lab where the Martha and Curt Connors are conducting the high school field trip. Peter tries to avoid being bit by the mutated spider, hoping he can change things and keep Uncle Ben alive. However, everything progresses as before. He is bitten, gains superpowers, and dons a costume to take on Crusher Hogan in the ring in return for prize money. Peter wins, but the owner doesn't pay him off when Peter refuses to sign a contract. A robber flees with the proceeds and Peter refuses to stop him, then discovers later the robber shot and killed Uncle Ben. He goes after the robber at a warehouse and dangles him out a window and prepares to drop him to his death, and the symbiote appears to say that it's the only thing that will stay by Peter no matter what.

Peter starts to give in to the symbiote's demand to merge, but Uncle Ben appears and reminds him that with great power comes great responsibility. Uncle Ben challenges the symbiote and points out that although Peter let the robber drop, he rescued him. He then shows Peter images of all the friends he has and the people he's saved. Strengthened, Peter takes back his original costume and battles the symbiote. It reveals that the entire scenario has been inside Peter's head and that there's no way he can win. It starts to absorb his consciousness, but Peter's mental image of Uncle Ben pulls him free, and then merges with him to give him the strength he needs. Spider-Man defeats the symbiote on the mental plane, and then bursts free of the cocoon in the real world. He hits the bell repeatedly and then rips the weakened symbiote from him and puts it in a bucket.

Spider-Man takes the symbiote to the Connors' lab where Eddie Brock finds him putting it back in the containment chamber. Eddie figures Spider-Man is helping out, until Spider-Man lowers the temperature to destroy the symbiote. He leaves as an angry Eddie vows revenge for Spider-Man betraying him just like Peter did. Then he pauses, hearing the voice of the symbiote in its head. It's not dead and it offers Eddie the chance to get his revenge on the person they both hate. He allows it to merge with him and it shows him everything it's learned, including the fact that Peter Parker is Spider-Man. The two become Venom.


"You stole the life of a good man. A man with a good loving family. AND YOU DID IT FOR A LOUSY CAR!"


"Don't bother running, as there's no place you can hide."
"We didn't hurt Uncle Ben. The world took him away from us. The world takes everything we love. There's no one you can trust Peter Parker. No one, except us! Join with us! Make our bond permanent. Together, nothing can stop us. And everything we ever wanted will be ours. This isn't over! YOU WILL BE OURS!"
"I don't think so, symbiote. I know what you are now. And what you need." [Hits bell]
"Sorry symby. I know it hurts, but we're just no good together. Consider yourself dumped. That's what you're in for, roomie. Sure you don't want to vacate?"

-Spider-Man and Symbiote

"Now mud-stain, shall we dance?"


"Eddie Brock. We sense your fury, your hatred, and its taste is sweet. Do you hate the Spider? Do you hate Parker?"
"Do you have to ask?"
"No. But we have much to show."
"Pete, he's Spider-Man! Why didn't I see it before? I don't have two enemies, I have one."
"We have one enemy. The Spider-Parker sought to destroy us too. Bond with us, Eddie Brock, mind, body and soul."
"Accept the gift that Parker rejected."
"And together, we will have our desire."

-Symbiote and Eddie Brock


-Venom, first line



  • Harry can be seen briefly among Peter‘s friends while he‘s talking to them at school despite leaving three episodes prior to this.



The method Spider-Man uses to get the symbiote off him comes from Web of Spider-Man #1. This was previously adapted in the Spider-Man episode "The Alien Costume, Part Two" and the live-action film Spider-Man 3, both of which have influenced various aspects of this series.

Edward Asner was cast as Uncle Ben because of his prominence as J. Jonah Jameson on Spider-Man.


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