Meanwhile, two anonymous beings activate a machine which releases a strange fog into the city. Overwhelmed with anger, Eddie transforms into Venom and vows vengeance. As Eddie laments the loss of his chance to revitalize his career, the fake Spider-Man makes a quick exit. The imposter notices the flashbulb from his camera, and quickly destroys it. He bumps into Eddie Brock, but Eddie is too busy getting pictures of the theft to notice his old enemy. While attending a technology expo held by now-reformed Otto Octavius, our hero Peter Parker witnesses the new device stolen by.Spider-Man?! Though he tries to change into his costume, the panicked crowd offers no space to maneuver.

Mole Man (Mentioned) ('What If.? mode).Silver Surfer (Norrin Radd) (First appearance) ('What If.? mode).Ghost Rider (Dan Ketch) (First appearance) ('What If.? mode).Namor the Sub-Mariner (Namor McKenzie) (First appearance) ('What If.? mode).Uatu the Watcher (First appearance) ('What If.? mode).Chameleon (Dmitri Smerdyakov) (Mentioned).

The Lizard (Curt Connors) (First appearance).

Human Torch (Johnny Storm) (First appearance).

Scarlet Spider/Spider-Man (Ben Reilly) (Mentioned) (Costume select screen only).

Scorpion (Mac Gargan) (First appearance).

Carnage (Cletus Kasady) (Apparent death).

Doctor Octopus / Monster Ock (Otto Octavius) (First appearance as Monster Ock).

Captain America (Steve Rogers) (First appearance).

Punisher (Frank Castle) (First appearance).

Daredevil (Matt Murdock) (First appearance).

Black Cat (Felicia Hardy) (First appearance).

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