Peter Parker has finally found the balance he's longed for between his love for Mary Jane Watson and his responsibilities as Spider-Man. The city of New York and it's citizens are at last coming around and appreciating everything he has done as his crime-fighting alter ego, and Peter is in the running for a staff job at the Daily Bugle. However, everything Peter has worked for is about to unravel. Flint Marko, while fleeing prison, is caught in an accident that displaces molecules and is transformed into the Sandman, a new super villain who is able to change his body into any shape of sand he sees fit. When Peter learns of a connection between The Sandman and the murder of his Uncle Ben, he will stop at nothing as Spider-Man to capture him. But before Peter can do so he discovers a mysterious black substance has turned his suit black, and has brought forth a darker side of Parker and Spidey nobody has seen before. Peter begins to give into this new dark personality, starts to abandon the ones he loves the most and in turn his best friend Harry Osborn takes up his late father's mantle as The New Goblin. Quickly Parker begins a new romance with his lab partner, the beautiful Gwen Stacy but in doing so Peter sets off a rival Bugle photographer, a troubled young man by the name of Eddie Brock who is obsessed with Stacy. Little does Peter know the black substance has its sights set on Eddie else as well. Brock is turned into Venom, a arch-foe that mirrors everything Spider-Man can do. Peter is forced to become the strong-willed hero he has forgotten about if he hopes to defeat his greatest threat yet.