A supposedly reformed Dr. Otto Octavius is holding a scientific demonstration at Science Expo 2000, in New York City, but is interrupted when an impostor Spider-Man attacks the crew and steals his equipment. Eddie Brock tries to take pictures for J. Jonah Jameson of the Daily Bugle, but the impostor shatters his camera. In rage, the Venom symbiote surfaces inside him, and he swears revenge on both Jameson and Spider-Man thinking them to be evil and destroyers of innocence. Peter Parker (the real Spider-Man, in attendance) is framed for the incident and the police begin to track him down. Meanwhile, Dr. Octopus and the Carnage working together release a strange fog which spreads through the entire city.