Venom has kidnapped Spider-Man's alleged parents who have apparently turned up alive after 2 decades of being thought dead. Spider-Man is looking for his parents and then to have a showdown with Venom.
Beneath the abandoned "Thrill World" amusement park, where Venom is holding Spider-Man's parents, Richard and Mary, hostage, telling them that they belong to him now. Mary tells Venom that she doesn't want to die, and Venom assures her that they have only been tied up for their own good, and promises that he will protect them from Spider-Man. Richard tells Venom that they don't even know Spider-Man. Venom is shocked that Peter Parker never told his parents that their own son was Spider-Man and was about to reveal Peter's secret, but then refrained saying, "No! We won't tell you either! It would only break your hearts! And your Innocence, above all else, is what we've sworn to preserve!" Meanwhile, in Manhattan, Spider-Man is searching for his parents, thinking to himself how he thought they were dead for two decades and finally got them back only for Venom to kidnap them. He says that he doesn't even know where to look and then switches to Peter Parker to find some information on Venom at the Daily Bugle. At that very moment, at the Bugle, J. Jonah Jameson is yelling at Silver Sable over the phone. Silver Sable tells Jameson that her Wild Pack is in the middle of trying to find and catch Venom and that Jameson will hear from her when they've done so. She then hangs up on Jameson, whom keeps his cool knowing that they'll have a huge story if Venom is caught.
Several hours later, Peter Parker goes to someone's apartment named Ms. Weying. The doorman calls up to her, and she says she will not talk to reporters. Peter then thinks to himself how Ms. Ann Weying used to be Venom's wife, and decides he will get information out of her one way or another. He switches to Spider-Man and finds Ms. Weying. He apologizes for startling her, but she yells at him that she'll call the police. Spider-Man tells her that there are lives on the line and asks her to help him save those lives. Ann reluctantly agrees. She goes on to tell Spider-Man about her history with Eddie Brock, AKA Venom.
Ann says that no one expects divorce and it's not something you plan for, but she and Eddie were indeed in love. She says that he swept her off her feet with his boyish charm and was smart and witty. She says that it was a side of himself he kept from his father, who had little use for Eddie. She tells Spider-Man that when Eddie's dreams of being a great reporter were crushed by the Sin-Eater scandal that his father practically disowned him and that good side of Eddie Brock was replaced by something mad and dark. Ann reflects on how Eddie used to love the Thrill World amusement park. Spider-Man thanks Ann, telling her that she made a difference. Ann wonders to herself if she made enough of a difference, or if she could do anything more. She decides she can do more and calls for a taxi.
Meanwhile, the Wild Pack is looking for Venom. They see Spider-Man and decide to follow him to Venom.
Spider-Man goes to the amusement park, hoping that his hunch pays off. He thinks to himself that since the park is linked with Brock's obsession with his own childhood and parents, it would make sense Brock would bring Peter's parents there. Meanwhile, underneath Spider-Man, Brock extends a part of his living costume through a vent and to the surface and sees Spider-Man. He goes to meet his nemesis. Mary tells Richard that they need to escape. Richard picks up a piece of glass from the mirror that Venom shattered last issue and tries to cut through the webbing that is holding them.
While above them Spider-Man, in his ripped costume from his last fight with Venom, is standing in the snow looking for Venom. Suddenly, the rides at the amusement park light up, and Spidey turns around to see Eddie Brock. Eddie Brock says that Spidey usually runs from him, to which Spider-Man responds, "Not this time, Brock! But if you've harmed my Mom and Dad, you'll wish I had run!" Venom tells Spider-Man that he doesn't want to hurt his parents, only protect them from him. Venom says that he was innocent once until Spider-Man ruined everything, and now he would keep Richard and Mary safe from Spider-Man's corrupting influence. He says that it is up to him to keep Richard and Mary pure, and the best way to do that is to make sure that Spider-Man doesn't live long enough to corrupt them.
Brock changes into Venom, but just as he does so, Ann comes up from behind him. Brock immediately calms down and says, "Hi, Babe! Ya look great!" Ann apologizes at how shocked she was. It was just surprising to see what Eddie has become. While she talks to Eddie, the Wild Pack are preparing to attack. Ann tells Eddie that he can be anything he wants to be and it is all up to him. She asks him to let the Parkers go. It might even be a new start for them. Eddie starts thinking about it, but then, the Wild Pack attack from behind with a Sonic Gun. They introduce themselves and tell Venom that they're going to take him in. Venom looks at Spider-Man and says, "You did this! You even corrupted Annie, made her trick us into letting our guard down! We'll suck the marrow from your bones! Venom then punches Spider-Man hard in the face while he was distracted by the Wild Pack. Venom hits Spider-Man again and slams his face against the floor while Spider-Man thinks to himself that the reason Venom didn't kill him in the department store was so that he could suffer knowing that his parents were Venom's captives.
Before the assault can continue, the Wild Pack attacks Venom. Battlestar punches him in the face while another hits him with the sonic gun. As Battlestar punches Venom, Venom says, "Oh, dear! Is this where I say 'Ouch'"? Spider-Man disarms the pack member with the Sonic Gun and demands that she tell him what they are doing there. She tells him that Jameson hired them to get Venom. Spider-Man then sees Lance Bannon taking photos of the fight.
Another member of the Wild Pack comes from behind Spidey and shoots at him, hitting the sonic gun by accident. Spidey takes out that member of the pack while Venom punches out another. Yet another member of the Wild Pack comes from behind Venom and shoots a flame thrower. Venom dodges and throws that pack member into another one. However, he then sees that Richard and Mary had escaped and were surrounded by a circle of flame from the flamethrower. Venom thinks to himself that fire is one of the few things that can hurt him and wonders whether or not to save the Parkers considering the risk. He decides he must and takes them to Ann Weying, telling the three of them to get to safety.
Just then, Spidey knocks out the last wild pack member and wonders how to find Venom now. Venom finds him first and smashes through a wooden wall and into Spider-Man. He punches Spidey into a merry-go-round as Spidey wonders how he can now get rid of Venom. Lance Bannon takes the Parkers to safety. Ann considers whether she should leave or stay.
Venom punches Spidey through the merry-go round as Spidey thinks that he'd give every cent he ever earned to get rid of Venom. He then webs Venom and swings him into a Ferris wheel. He kicks Venom, yelling at him that there is no reasoning with him and that the only way to get rid of him is to put him down for the count. Spidey hits Venom twice. Venom, barely affected at all, wraps a part of his symbiote around Spidey and smashes Spider-Man's head into some concrete several times and simultaneously suffocating him. Spider-Man thinks that he can't breathe and passes out just as a member of the Wild Pack wakes up, takes the sonic gun, and shoots Venom with a heavy dose of sonics. He says that it's a good thing their contract says "Dead or alive."
Luckily for Venom, Ann then knocks the Pack member out from behind. Venom thanks Ann and turns back to Spider-Man to finish the job. Ann shouts at him that she can't believe that she just defended him so he could kill someone, and runs to get help. However, the Ferris wheel that was damaged in the fight begins to fall toward Annie. Venom catches it but he was weakened by the sonic gun and cannot support its weight. He says to Ann "I can't save you." Spider-Man wakes up and helps Venom, saying "Maybe WE can!" Together, the two manage to push the Ferris wheel back over.
Venom turns to Spidey yet again about to keep fighting him, but Ann yells at him that "They say you're crazy, but you've never been so stupid!" She tells him that Spider-Man saves innocent lives. Venom realizes that if he kills Spidey, then future innocents may die. Venom thanks Ann and tells Spider-Man to make a deal. Venom won't go after him, and he won't go after Venom. Spider-Man reluctantly agrees. Venom hitches a ride on a passing helicopter and starts to leave. Spider-Man wonders how he can let a psycho go free and throws a tracer on Venom. Venom's symbiote destroys the tracer. Spider-Man thinks to himself that all the pain and fear is gone and he should be happy, but he only feels empty.
That night, Peter checked with his Aunt May and made sure his parents were okay. Ann Weying seems to be fine, but the copter that Venom hitched a ride on was found in Pennsylvania, but Venom was nowhere to be found. Peter says that Venom swore not to come after him, but can he really trust the word of a madman?