Venom has been taken prisoner at a Life Foundation facility in the Mojave Desert owned by the Life Foundation. The foundation's leader, Carleton Drake, has Venom contained in a sphere of sonic energy to keep the ruthless vigilante contained. He explains to Venom that he was hired by Roland Treece to harvest the symbiote eggs that are growing inside Venom's living costume. Using a sonic device, Drake manages to extract an egg that he dubs the "last son of Venom".
Meanwhile, in Santa Cruz, the police are chasing a car full of men who just robbed a convenience store. The chase comes to an abrupt end when the getaway car is stopped by Spider-Man. The wall-crawler easily wraps up the thieves for the authorities. After being thanked by a police officer, the web-slinger asks for some change so he can make a call to his wife, Mary Jane, back in New York City. He gets Mary Jane up to date on his search for Venom, saying that he has come to Santa Cruz to investigate sightings of Venom-like monsters that have been attacking public places. He is going to follow up on another lead. While back in the desert, Venom discovers that the containment sphere has no effect on his human half, giving him a possible means of escaping captivity.
Later, Spider-Man arrives at a local mall which is suddenly under attack by a new female symbiote. While back at the Life Foundation compound, Carlton Drake is told by his scientists that they have succeeded in bringing the new symbiote to maturity. Using this same process, they were able to germinate four more symbiotes and matched them with security personnel. While everyone else is preoccupied, Venom withdraws his symbiote from his arm and grabs one of the technicians by the throat. He then tosses him into the computer that powers the containment sphere, freeing himself. When Venom tries to escape but is incapacitated by a sonic blaster. Considering their prisoner, Carlton Drake decides that Eddie Brock has outlived his usefulness and he will be eliminated. While back below the surface of the city, Elizabeth one of the undergrounders living in an underground city, explains to her son why Eddie Brock wasn't allowed to stay among their people.