Previously, Spider-Man 2099 met Venom 2099 who had captured both Xina and Dana and was left with a choice: let Xina go or Dana go?
The story begins with a flashback to Gabe and Miguel on a double date at a visually askew place called the Escher Club. Miguel, dating Xina, is introduced to Gabe's new girlfriend, Dana D'Angelo. Miguel's mouth drops, and Dana greets Mig lovingly.
Back to the present, Venom has issued a choice to Miguel - Xina or Dana? Xina calls for Mig, and Mig calls her name back - Venom considers it a decision, and lets her go. As Venom begins to secrete acid into Dana, Miguel slices Venom's arm off with his talons. Venom assumes Mig had a concealed weapon, as Dana is rushed out of the room. Mig forces Dana to leave. They kiss and she runs. Meanwhile, Xina is inside with Venom. When Miguel returns to the room, she and Venom are gone through a hole in the ceiling. Miguel finds Winston dead, and accedes to authorization of lethal force to SHIELD soldiers.
As Dana escapes, she worries about Tyler...and Miguel. She reminisces about when they first became lovers. She was dating Gabriel for three months. Gabe wasn't giving her enough of her time. At Miguel's lab, she marveled at his gene manipulation devices he had been testing. Dana and Miguel flirted. Gabe called and cancelled plans, leaving the two of them alone...
Back to the present (in 2099!) Venom falls through the ceiling with Xina, and reconnects with Dana.
Meanwhile, Conchata is seen with her smoking gun. She had changed her mind. She'll go to trial and tell everyone about Tyler.
Miguel and the SHIELD agents track Venom. They spot him in Xina's car with Dana and Xina behind the wheel. Miguel changes into costume and heads out.
Another flashback. This time, Xina stops in on Miguel at his apartment and stumbles upon his infidelity. Dana is there wrapped only in a sheet.
In the car, Dana begs Venom to let Xina go. Xina argues back, refusing her generosity. They bicker but Venom shuts them up. The Flyboys arrive, and Venom rips right through one of their hoverbikes.
Flashback. Gabe finds out He's furious, and wants to hear Dana's side of things. She admits her boredom watching Gabe sit in cyberspace all the time. She asks him to hate her all he wants - but forgive his brother.
2099: Venom rips through another soldier. Xina swerves to dodge his falling body, and rides off the highway. Spider-Man webs the car to safety, while Venom wraps an arm-tendril around his neck. He knocks Spidey to the ground, and takes off with the two girls again by foot. He run into the confusing halls of the Escher Club. Dana manages to shove off Venom, allowing Xina to escape. Suddenly clear, the SHIELD soldiers fire upon Venom. The shots go right through Venom, leaving him unharmed. But Dana took the bullets. She can't see but she hears Miguel voice. He comes to her aid, but she dies in his arms.