Plot

Reunion

Peter Parker has just been dumped by Mary Jane. Lying on the floor of his attic, he realises what a failure he is. Looking through a room full of boxes, Peter finds a video of him and his parents at a picnic with some friends called the Brocks. Peter decides to send Eddie Brock, his childhood friend, a copy of the tape. Peter looks up Eddie on the internet then calls him. Eddie tells him to meet him the next day.

The next day, Peter arrives at Empire State University and finds Eddie. After Peter gives Eddie a copy of the tape, Eddie decides to show him the project their fathers had been working on. Opening a container, Peter sees a pile of purple goo, which Eddie tells him is their inheritence.

The Black Suit

Continuing on from last issue, Eddie Brock has just showed Peter Parker a pile of goo which he calls their inheritance. He tells Peter that their fathers' idea was for the "suit" (as they call it) to be worn by a sick person. The suit would then search the person's body for the right toxins to cure them. He also adds that they were hired by Trask Industries, and that everything they made was owned by the company, and that it used Peter's dad's DNA as a starting palette.

The next day, Peter gets picked up by Eddie after school. He takes Gwen Stacy along as well. The three go to a cafe, but in the middle of a casual conversation Peter spoils it by asking Eddie if he thinks their parents were murdered. Eddie says he isn't sure, since while the timing was just right, the plane they were on was full of people, and he can't picture anyone evil enough to destroy a whole plane just for their fathers.

Back at home, Peter watches video diaries of his father's. After watching his father in anguish over who he can and can't trust, Peter decides to steal back the suit and test it himself, and finish what his dad started. However, when he touches it, the suit spreads all over his body, resulting in a new black suit!

Spidey tests out the suit that his dead dad made. He finds out that the suit makes him more powerful when he saves an superstar, and when he confronts the Shocker. When he see's his uncle's killer, the suit start's to take over him and he realizes that he must get it off.

Venom

Eddie Brock's dormitory room, Eddie is talking to Gwen Stacy. He tries to hit on her, to which Gwen firmly rejects. Turning on the TV, Eddie sees footage of Spider-Man's black suit, which looks exactly like the suit their fathers made. Eddie goes to check if the suit is still there, and finds Peter Parker taking it. Peter tells Eddie that they can't control the suit and that he has to destroy it. Eddie guesses that Peter is Spider-Man. Peter apologises to Eddie for taking the suit and goes to destroy it, while Eddie leaves, claiming he has to wrap his head around everything he's heard that night.

Peter drops the suit down a chimney, where it is burned and destroyed. He returns home, where Gwen tells him that Eddie tried to hit on her. Gwen tells Peter she has an instinct about this kind of thing, and that Eddie's a bad person.

43 minutes ago....

After Eddie went to go wrap his head around everything he's heard, he secretly doubled back and found that Peter had taken the suit. Taking a separate sample, Eddie dips his fingers into it, ready to use the power of the suit.

After when Spider-Man get's rid of the suit, it has been revealed that Eddie Brock has another making of the suit and it becomes it's host. When Peter aka Spider-Man is in school, Eddie is outside of the school. When Peter finds out that the suit is outside, he goes outside, he confronts the creature. When he does, he finds out it's Eddie Brock.

The next issue opens with a videotape of Peter's father, Richard, speaking. It turns out Peter isn't the only one caught up in his father's legacy, after all. Richard's path was set in motion by his own father's death due to cancer.

Richard admits that even before his employers got involved, that he and Brock Sr. had failed. His narration is juxtaposed with the hulking mass of flesh, teeth and tendrils that was once Eddie Brock standing across from Peter in the pouring rain. The battle begins with Venom's tendrils launching at Peter. Peter defends himself while appealing to the Eddie Brock inside to fight the influence of the suit. The vicious struggle outside is momentarily broken by a panel of Peter's Geometry teacher insisting that, while his opinion is biased, that there's nothing more exciting than basic geometry.

Peter resolves to take the fight off school grounds, to protect innocents and also to protect his identity. Peter, still holding back to keep from hurting his friend underneath the suit, keeps trying to encourage Eddie to fight the suit. He wonders how a normal person like Eddie can fight the suit when Peter barely escaped its grasp. After a hard shot from the creature, Peter decides to take the fight right back to it...by leading it away from the school.

While Venom pursues him on the rooftops of New York, Peter wonders how much of Venom's hatred is Eddie and how much of it is the suit. Venom finally catches us, and the two go toe-to-toe. It manages to force Peter off the rooftop. A power cable breaks during the fall and the two are zapped before landing on the roof of a moving car. The car crashes into a building, momentarily disabling the creature.

Cursing himself for putting innocents in danger, the hooded Peter moves in to check on Eddie, whose face is exposed. Just when all looks well, the suit takes control again, replacing Eddie's young face with that horrific mess of teeth and the trademark ten foot tongue.

The creature catches Peter by surprise and engulfs him in itself. While struggling to break free, it torments Peter. Peter is about to be wholly swallowed when the old Parker resolve comes through and Peter breaks free. Peter manages to beat it back with a tire when the cops arrive on the scene.

The creature turns around, and the horrified cops pump it full of bullets as Peter leaps onto a wall for safety. The creature backs towards the exposed power cable. When Venom and the cable make contact, his death scene is narrated by Richard Parker, with advice to his son that you'll never understand why some people are the way they are. As Venom is reduced to a smoldering pile of the black goo, Richard advises Peter further: "Don't let other people blame you for what they do to themselves." Peter escapes from police gunfire.

"I find myself surrounded by people who will do or say anything just for the appearance that they are better than they are." Richard's video imparts to Peter. But the video ends on a bright note, as Richard admits he has no idea how the world works and that it's not all bad since he gets to come home to his son and see him grow up. Peter is curled up, head in his arms and on his knees, listening to his father say: "...I get to watch you become the man I know you will grow up to be... and I can't wait to see how you turned out."

Collected Editions

• Ultimate Spider-Man Hardcover Vol. 3
• Ultimate Spider-Man: Ultimate Collection Vol. 3
• Ultimate Spider-Man: Venom

Non-U.S. Editons

• Coleccionable Ultimate #16