At the same time an escaped prisoner hiding out on a remote beach is caught in a dreadful accident and finds himself turned into a shape-shifting sand creature. Peter's investigations into the past of this 'Sandman' brings him in contact with two very different things that will inevitably alter his life. The first a young woman named Gwen Stacy, daughter of the city's new police chief who is developing a soft spot for Peter. The other, a black substance from an accident scene which 'merges' with Peter's costume and gives him new found abilities.

Things come to a head however when Harry Osborn, determined to take revenge against Peter for his father's death and now equipped with what he needs to pull it off, teams with The Sandman in a new variation of his father's Green Goblin guise and causes mayhem. In the ensuing chaos lives are lost, including people very close to Peter, whilst the black substance covering his suit separates from him and merges with a distraught Brock to form something else entirely - a creature unlike anything he's ever faced. A 'Venom' that he may not be able to stop.