While Gwen, Miles, and Anya are away on a college tour, Peter learns that Max has created a synthetic yet non-sentient copy of Venom and Dr. Curt Connors has been hired as the new bio-mechanical professor. While Peter gives new student Grady Scraps a tour of Horizon High, Grady accidentally unleashes a technology-eating monstrosity called the Technovore from Horizon High's project graveyard. Spider-Man has to take an enormous risk by using the synthetic symbiote copy to defeat the rampaging machine before it eats the Arc Reactor donated to the school by Tony Stark.
Peter continues testing the synthetic symbiote copy while stopping the Stark Industries train system when it runs out of control upon adapting to the electrical current of the train's Arc Reactor. During the incident, Peter discovers that the symbiote can render itself immune to the original Venom's weaknesses. While working under the orders of his benefactor to expose the "corrupt operations" that Max is doing, Connors accidentally frees the original Venom. Spider-Man must rescue Connors and stop Venom from unleashing an alien weapon of unknown purpose.
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