Issues 33-39

Venom

While coping with his recent break-up, Peter discovers a video tape of his parents and their friends, the Brocks. Peter reconnects with Eddie Brock Jr. at Empire State University, where Eddie shows Peter their "inheritence:" a biosuit created by their parents meant to cure any disease. Eddie explains how their fathers worked with Trask Industries to complete the suit, but the company took it from them as it was now their property. Before they could dispute this, their parents died in a plane crash. An enraged Peter snuck into the lab to finish his father's work, only to be exposed to the suit itself, creating a new black costume for Peter.

Peter, now stronger than ever, takes the suit out for a spin, only to quickly lose control of it. After removing the suit, Peter reveals himself as Spider-Man and tells Eddie that he has to destroy the suit. Feeling betrayed, Eddie uses a secret sample on himself, immediatly losing control and consuming a janitor. Eddie attacks Peter at Midtown High, attempting to consume peter to complete the suit. Eventually, Eddie steps on an exposed power line and seemingly vaporizes. Peter looks for any signs of Eddie's survival, but finds nothing.

Did You Know?

• This arc served as the basis for the Ultimate Spider-Man video game for the PS2, with issue #38 (The fight between Eddie and Peter) serving as the game’s opening level. The game itself features a dual campaign with both Spider-Man and Venom, with both characters intersecting with each other at various points of the game.
• This version of Venom lacks the iconic spider logo on his chest, however numerous panels throughout the arc depict it's outline. This could be a result of Bagely designing Venom to be more monstrous character than his more classic super-villian apperance. At the end of the Ultimate Spider-Man video game, Venom does gain the logo.
• Dr. Curt Conners makes his first official appearance in Ultimate Spider-Man in issue 39, previously appearing as the Lizard in the Ultimate Team Up series. His issue also features the only appearance of Ultimate Man-Thing.