The resistance enlists Spider-Man to help them shut down a Beastial power plant that is supposedly poising drinking water with radioactive waste. Meanwhile, Spider-Man battles John Jameson (who has transformed into the Man-Beast).
The beastials use a new weapon on Venom, separating the symbiote from his host, Eddie Brock. But alone, Eddie can't survive, leaving Spidey the choice between watching Eddie die, or recreating one of his worst enemies.
While visiting the grave of her parents, Karen is captured by the beastials. Spidey and X-51 go in to rescue her, but much to their surprise, they find her well treated... courtesy of the High Evolutionary.
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