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Summary:

Using DNA from a sample of Spider-Man's blood, Doctor Octopus creates an artificial, symbiotic life form named Venom. Driven by its desire to bond with Peter, the creature escapes from the laboratory, tracks him down to a house party and wreaks havoc, jumping from host to host and possessing each of Peter's teammates. At the end, Harry finds a sample of the venom and trains it (what happens next continues in Back in Black).

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The episode starts in New York's subway, where Spider-Man is using the Spider-Cycle to escape from an Octobot which is chasing him. During the presecution, the robot takes a blood sample from Peter. After Fury appeara via screen in the Cycle and tells him to use the elctro mode of the web-shooters, Spider-Man tries to short cut his persecutor. Accidentally, he falls from the cycle and is trapped by the Octobot in the railway, with a train coming. Using himself as a conductor, Spider-Man electrocutes the Octobot and dodges the train, while the robot is crashed. Spider-Man then leaves the scene to go to school, still there, a mini robot comes out from the scraps of the Octobot, with the blood sample.

In civilian clothes, Peter is late for school, and when he's about to enter, the door closes in his face. But Harry helps Peter to enter using a window. After remembering how Harry helped him in the past with bullies, Peter is remembered about the party Harry is making in his penthouse because his father's out of town. Shortly, Ava, Sam, Luke and Danny appears to talk to Peter in private, at which Harry reacts displeased.

At a unknown location, the mini robot from the Octobot returns to it owner, where Octopus mutates it into a symbiote-like creature. Osborn contacts Octopus via screen, where it's told that in few months, Octopus would have a full army of super-powered symbiote soldiers, at what Osborn reacts wanting it now, which Octopus replies having plans for it tonight.

Back to Midtown, the trainees are talking with Peter about acting as a team, and Peter remembers them he made a pact with Fury to have his own time, Sam speaks ill about Harry in the moment he passes near them, walking away furiously. Peter tries to talk to him, but Harry ignores him. Mary Jane shows and tells Peter to fix things with Harry by inviting Danny, Ava, Luke and Sam to Harry's party.

At Harry's penthouse, Norman talks to him about what's wrong. And he explains his father that since those four new guys appeared, Peter is acting different. After Norman leaves, Harry calls his friends to come over there. When Peter and the other four trainees arrives, the whole school is there.

At Octopus' hideout, Doc Ock informs to a recently arrived Osborn that his creature escaped to go back where it came from, Spider-Man.

Back to the party, Peter tries to explain Harry why he invited the four trainees, who weren't invited. But Harry states that he doesn't need more "friends", showing a more arrogant attitude. When MJ tries to talk to Peter about this situation, Peter's spider-sense tingles, and he goes to the bathroom. There, he encounters Flash, and when he's about to put Peter's face in the toilet when they notice something is coming from it, the symbiote.

Peter dodges it when they are attacked, but it binds to Flash. The party is irrupted when the battle moves there, and all the guests runs out while Peter changes to Spider-Man and the traniees take MJ and Harry out. Nova arrives to help Spider-Man attack the symbiote, but the symbiote attaches him instead, and attacks Spidey. After dodging many of his attacks, Nova crashes out of the window with Spider-Man. After both saving their lives, they arrive to a rooftop as well as the other three trainees.

Power Man tries to take it out of Nova, and manages to do it, but is bonded to him now. After Cage knocks out both Iron Fist and White Tiger, Spider-Man uses electro-webs to attack him, successfully causing damage, but still, it doesn't debond Cage. After saving the guest who are in the street from a falling ventilator, Spider-Man returns to the rooftop, where Iron Fist frees Power Man, but after dodgin it many attempts, he's finally attached to the symbiote.

After a hand-to-hand combat, Iron Fist throws Spider-Man out of the rooftop, making him crash in a near screen. In a fire escape, MJ is going up to cover the fight, so she can get an opportunity to work for the Daily Bugle, Harry follows her.

Thanks to having more self-control of his mind, Iron Fist gets free from the control of the symbiote easily. When the symbiote is about to attack White Tiger, Spider-Man intercepts him, offering himself to it, becoming Venom.

He battles White Tiger until Iron Fist intervenes, wanting to talk. Venom attacks and leaves him out of combat, just in time for Nova to regain consciousness, although, his attack is ineffective, being defeated again. When he sees Harry with MJ, Venom tries to attack him, but his good consciousness stops him from making it, and manages to get a bit out of it, battling it.

During the battle, Harry falls form the edge, but is saved by MJ. Back at the battle, Spidey manages to apparently destroy Venom by using his electro-webs to a near electrical installation. Harry and MJ meets the heroes at the same time Norman arrives the scene along police officers, Harry asks for Peter, describing him as his best friend.

That night, Osborn meets Octopus, saying that Venom was a huge success and that he wants a new menace that the heroes couldn't handle.

Back at Osborn's penthouse, Harry is cleaning with the help of Mary Jane and Peter, where the two guys solve their problems. Back with the cleaning, Harry find a part of the Venom symbiote and keeps in a bottle.