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The Alien Costume, Part III is the tenth episode of season one and features the first full appearance of Venom.



Eddie Brock is lifting weights in his new place with one wall covered with photos of Spider-Man. As Brock lifts weights he remembers back to the several times Spider-Man humiliated him. As Brock finishes lifting weights he stands up and graps one of the photos of Spider-Man on his wall and squeezes it saying that Spider-Man will pay for what he has done to him. The symbiote then covers Brock's body and says that he is poisioned to him and dubs himself Venom.


As Spider-man swings through New York City he thinks to himself how glad he is to be back in his old costume and that he has a date with Mary Jane. As Spider-Man looks around he sees Rhino on a rooftop. As Spider-Man lands on the roof Rhino charges at him. However, when Spider-Man jumps out of the way Rhino hits a metal box and his head goes through it. Spider-Man then wraps metal poles around Rhino's horn trapping him. Just then Spider-Man's spider sense goes off. As Spider-Man turns around he sees Shocker who blasts him with his gauntlets which pushes Spider-Man across the roof. As Spider-Man gets up Shocker blasts him again and Spider-Man crashes into a billboard for the Daily Bugle which falls ontop of him. As Shocker is getting ready to kill Spider-Man Venom arrives and grabs Rhino by his horn and spins him around in circles. Shocker attempts to shoot Venom with his sonic vibrations from his gauntlets but Venom is able to jump behind Shocker and grab him by his wrists. As Spider-Man frees himself from the rubble he sees that Shocker and Rhino are trapped in spider webs and wonders who it belongs to. Just then Eddie Brock helps Spider-Man up and Spidey wonders how he got up there to which Brock answers that he got up there the same way he did. To Spider-Man surprise Brock calls Spider-Man by his real name, Peter. The symbiote then surrounds Brock and he tells Spider-Man to call him Venom. Venom then grabs Spider-Man's arm and throws him across the roof. Spider-Man lunges at Venom but Venom grabs him and puts him in a sleeper hold. Venom then lifts Spider-Man over his head and throws him but Spider-Man is able to grab hold of a flag pole. Spider-Man then climbs onto a satelite tower ontop of the building and attempts to convince Brock that if he doesn't get rid of the symbiote it will control him. However, Venom refuses and says that he is now part of a life force that has existed since the dawn of time. Venom then shoots a web line and wings away. As Spider-Man starts to follow him Venom comes up behind Spider-Man and grabs him without his spider sense going off. Spider-Man then throws Venom into a water tower on the next roof over. Spider-Man webbs up Venom but he is easily able to escape. Venom then traps Spider-Man is his webbing which is much stronger. Venom then swings away and Spider-Man realized that since the symbiote had bonded with him it can even black his spider sense.


To track Venom down Spider-man goes to Brock's old apartment to try and find a clue to his whereabouts. Spider-Man then finds a flyer advertising exercis equipment. This gives Spider-Man an idea and as Peter he goes to the Daily Bugle. While looking through the phone book for the number of Atlas Equipment, Peter imagines Venom coming after him. Peter then tells himself to calm down and says that he feels like he's losing his mind. Peter then calls Atlas Equipment posing as Eddie Brock to find out where they sent the exercise equipment Brock ordered. When Peter gets the address he writes it down and hangs up the phone. Joseph Robertson walks in and hands Peter news paper clippings on Eddie Brock. Just then J. Jonah Jameson brings John into the office to see everyone. J. Jonah Jameson then reveals that NASA is going to launch a space satellite in his honor named the John Jameson Probe.


As Peter leaves the Daily Bugle Peter thinks to himself that his life as Spider-Man is over because Venom knows his secret identity. Peter then goes into an alley and changes into his costume. However, Peter sees Brock sticking to a wall above him. The symbiote then surrounds Brock turning him into Venom and he threatens to tell J. Jonah Jameson that Peter Parker is Spider-Man. As Venom web swings away Spider-Man promptly follows him. As Venom lands on the roof of the Daily Bugle he breaks off a metal blade from a fan and throws it at Spider-Man. However, Spider-Man is able to dodge his attack. Spider-Man then shoots Venoms arm with his webbing. However, Venom just uses it to pull Spider-Man toward him. Before Venom can capture Spider-Man, spidey pulls a pipe out of a wall and steam comes out and hit Venom in the face. Venom then runs off and vanishes. Venom then taunts Spider-Man by saying that once he is done with him he will go after Aunt May and Mary Jane. As Spider-Man warns Venom to stay away from them Venom comes out of the shadows and traps Spider-Man in his webs and holds him over the side of the building. Spider-Man attempts to break free from the webbing but learns that it is stronger then his own. From below Jameson, Robbie, and a large crowd watch as Spider-Man is dangled from the roof of the Daily Bugle. Venom then removes Spider-Man mask and throws it down to the street. As Jameson sees the mask land he grabs a video camera and tries to zoom in on Spider-Man to see who he really is. However, he is unable to get the camera focused. Peter is able to cut himself free from the webbing and swings to a near by flag pole. Peter then rips off a piece of a white flag and ties it around his face and swings away.


A short while later Peter arrives at a movie theater and meets up with Mary Jane. Mary Jane then tells Peter that she ran into someone that siad he was a friend of his. Eddie Brock then walks up but Peter pushes him out of the way and walks off with Mary Jane. As they walk away Mary Jane says that they will miss the show. Peter replies by saying that Brock is a weirdo and that they need to keep moving. As they walk down the street Peter begins to imagine Venom everywhere. As they head for the subway Peter sees Brock behind them. However, they manage to make it onto the subway in time. Mary Jane gets worried but Peter tells Mary Jane that if she trust him she won't ask any questions.


As Peter returns home he tells Aunt May that he had to leave the theater early. Just then the doorbell rings. As Peter answers it he sees Eddie Brock. As Aunt May walks up she asks who is at the door and Brock introduces himself to her. Peter then takes Brock outside and threatens him to stay away from Aunt May. However, Brock turns into Venom and states that Peter can not stop him. Venom then uses his strength to push over a tree in the front yard. Peter is able to grab it and he uses his strength to stop it from hitting the house. As Venom vanishes Peter sets the tree on the ground and realizes that to defeat Venom it's time for him to fight back.


A few hours later Venom returns home and sees newspaper clipping of him getting fired from the Daily Bugle on his wall. Spider-Man then shows himself and Venom chases after him. However, Venom is able to sneak up on Spider-Man and throw him over the side of a building. Spider-Man shoots a web line at the building to stop himself from falling. However, Venom uses his claws to cut through his web causing him to fall to the ground and stumble into the subway. Spider-Man then jumps onto a moving subway car as does Venom. As Spider-Man crawls across the top of the subway train Venom is able to surprise Spider-Man. The train then goes above ground. As the train continues to travel Spider-Man notices a bridge only inches above it. Spider-Man jumps over the bridge but it hits Venom in the back knocking him off. Venom then hijacks an eighteen wheeler and follows after the train. Venom then drives onto a bridge above the train and jumps back onto it. As the train passes a military rocket launch site Spider-Man jumps off the subway train before Venom can get him. From inside the military base John Jameson and J. Jonah Jameson listen to a man say that it is an honor to have the first shuttle launch in New York be named after John Jameson.


Spider-Man then makes his way to the shuttle and climbs up it with Venom following him. As Venom grabs Spider-Man, Spidey covers Venom's body in webbing and continues to climb up to the shuttle. However, Venom grabs the support beam Spider-Man is on and breaks it off Spider-Man then jumps onto a walkway that is directly by the shuttle. As Venom jumps onto the walkway he is about to kill Spider-Man. However, the shuttle's engine start and the loud noise of the engine weakens the symbiote and it flows off of Brock's body and Brock faints. Spider-Man then captures the symbiote in his web and attaches it to the shuttle and as the shuttle lifts off it carries the symbiote into space. Spider-Man then leaves Brock who is found by the military police and arrested.


Later, Mary Jane is with Peter and she says that looking to the stars makes her wonder whats out there in space. Peter looks at the moon and sees one last vision of Venom.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Hank Azaria Venom / Eddie Brock
Ed Asner J. Jonah Jameson
Rodney Saulsberry Joseph Robertson
Linda Gary May Parker
Sara Ballantine Mary Jane Watson
Don Stark Rhino
Jim Cummings Shocker
Michael Horton John Jameson



  • Manhattan
  • Eddie Brock's new apartment
  • Eddie Brock's old apartment
  • Daily Bugle
  • Atlas Equipment (Mentioned only)
  • Movie theater
  • Subway
  • Queens
  • Upstate New York
  • Military base launch site



  • Eddie Brock now has the symbiote.
  • Spider-Man mentions that Curt Connors was right about the symbiote taking control of its host. Spider-Man went to see Connors in The Alien Costume, Part II.
  • When John Jameson visits the Daily Bugle he mentions the shuttle crash which happened in The Alien Costume, Part I.


  • Everyone involved with the production of this episode had a different idea of what the script should have been. According to Stan Berkowitz it took a meeting that lasted half a day for everyone to agree on a story and scrip for this episode.
  • Len Wein wrote the first draft for The Alien Costume, Part III but his script was rejected. Wein turned in his script late which almost got John Semper Jr. fired.
  • The beginning of the episode where Eddie Brock has a wall covered with newspaper clippings of Spider-Man and turns into Venom swearing vengeance on Spider-Man is adapted from Amazing Spider-Man #298 (1988).
  • One of the newspapers on Brock's wall is from the National Enquirer (a real life American tabloid) and reads Elvis Is My Father.
  • A People Magazine also appears on Brock's wall.
  • When Eddie Brock turns into Venom in his apartment as the symbiote covers him Brock's pants disappear showing his backside.


  • When Peter Parker is looking through the phone book he sees a picture of a bodybuilder. The face of the bodybuilder resembles Peter Parker from Todd McFarlane's run as artist in The Amazing Spider-Man comics.
  • John Semper took the idea of Eddie Brock following Spider-Man on a train from Alfred Hitchcock's "Strangers on a Train" like Robert Walker did in the movie.
  • When this episode was  adapted into the tenth issue of the Spider-Man Adventures it was given the subtitle Coming of Venom.

Episode review

Review by Amazing Spidey of Marvel Animation Age

All superheroes have their most popular villain, Batman has the Joker, Superman has Lex Luthor, and Daredevil has Kingpin, but Spider-Man always was the one who made people think longer. . . was it The Green Goblin? Doc Ock? Carnage? It's never been as clear cut with the Spidey comics. While this shows 'big bad' was easily the Green Goblin due to the events of Turning Point, or possibly the Kingpin, due to his hand in most of the episodes, one shouldn't dismiss Venom's presence in the series despite his very few appearances.

Taking place right after Spidey rejected the alien costume; it bonded with a known Spidey/Peter hater Eddie Brock, and went on to torment Peter, stalking him, his girlfriend, his Aunt May and even his villains.

Whilst the animation was no where near as great as it's previous 2 parts, this episode still stands up against them, as Venom was a great threat, to both Peter and Spider-Man, which is probably why he wasn't used so much, if he kept appearing, would it have the same effect? Spider-Man Unlimited more or less answers this question, for those who have seen it. The main problem with Venom however, is that both his design and the animation was lacking in this episode. Most of the villains had designs which ranged from great to average, but Venom's was utter crap, mainly due to it's colouring. For some unknown reason, Venom was given blue and red highlights. The red highlights looked really, really stupid. It looked so much cooler without it. It was just really odd to look at. Due to this show's digital colouring, most of the black looked dull and lifeless, especially at night, which typically, is where 98% of this episode took place.

Anyone who has read the original Venom stories published in Amazing Spider-Man know how great the character actually is. He, after only one appearance became the chief Spidey villain, but during Marvel's poor 90's run, he got lost and replaced with the now resurrected (ugh) Green Goblin. The fact that some fool decided Spidey's top villain should become a hero (?!) probably didn't help. Thankfully, this episode kept Venom as a villain.

I always preferred the cartoon origin to the comic one, but it's a shame we couldn't have seen at least one more solo Venom story. I'd have loved to see the famed Island fight animated, but alas, it wasn't to be. Still despite the episode not living up to the previous 2 parts, it still stands as an above average episode.


"Thought it was over didn't you, Spider-Man. You made a fool out of Eddie Brock whenever you could. Rejected the symbiote which only wanted to make you stronger. Well surprise, surprise. Now were one. Now your gonna pay! From now on were poisioned to you Spider-Man. That why we call ourselves Venom."


"I feel great. Boy am I glad to be back in my old clothes and that full moon tonight is perfect for my date with Mary Jane."


"You should of stayed in black cause I'm gonna dirty you up. Bad."

"Sorry. They tell me the blue really brings out my eyes."

-Rhino & Spider-Man

"Last time I kicked your hide all over this town. Is your learning curve a flat line or what?"

"His might be. Mine isn't."

-Spider-Man & Shocker

"Rhino and Shocker? How'd they get together, computer dating?"


"This time it's maximum voltage at minimum range."

"No! He belongs to us.

-Shocker & Venom

"Need a hand pal?"

"Eddie Brock? How did you. . .?

"Get up here. Same way you did spider punk. Or do you mind if we just call you Peter Parker?"

"What did you say?"

"Oo your quite the bully when you want to be aren't you Parker? Problem is Eddie Brock isn't the same guy he once was. Why don't we introduce you to our better half."

(The symbiote surrounds Brock's body.)

"We call ourselves Venom."

-Eddie Brock & Spider-Man

"Wear you old clothes kid. Your hand-me-downs. The symbiote that Peter Parker tried to destroy Eddie Brock has embraced. We've bonded."


"Brock's rage and vengefulness made us a perfect breeding ground far better then you Parker."

"Brock you've got to get rid of it."

"Why? Were now part of a life force that has existed since the dawn of time. Imagine what you've turned down Parker. Think of all this knowledge. We've seen thousands of worlds, millions of civilizations, learned many secrets but with one goal above all else to survive. And now were sharing those secrets with Eddie Brock. Were very happy together."

-Venom & Spider-Man

"You see us everywhere even in your nightmares."


"Doc Connors was right. That alien takes over it's host but since it tried to bond with my DNA and failed it can even block my spider sense. Now what do I do?"


"If that symbiote nearly drove me nuts I can imagine what it's doing to a pumped up lunatic like Brock."


"The prognosis is that John's going to make a full recovery. In fact NASA can't wait to get him back in command of another shuttle isn't that right son."

"Sure. So long as I can shake the memories of the crash and that black alien ooze."

"Dreams go way. You'll be fine. He'll be fine! That satellite is being launched tomorrow night. They've named it the John Jameson Probe in his honor."

"That black ooze isn't a dream. It's my worst nightmare."

-J. Jonah Jameson, John Jameson & Peter Parker.

"Nice Spidey jamies."


"Wonder what people would do if they knew who Spider-Man was." (The symbiote surrounds Brock.) "Hey, lets go ask Jameson about that."

-Venom & Peter Parker

"Brock the more you hate me the more the symbiote can control you."

"Who said we hate you. Fact is were your biggest fan."

(Venom throws a sharp blade from a fan at Spider-Man.)

(Spider-Man then shoots Venom with his web.)

"Look streamers! Now it is a party!"

-Spider-Man & Venom

"Revenge is a human trait we enjoy. We'll have our revenge against you and the ones close to you like poor Aunt May or Mary Jane Watson. We know all about them too."

"You leave them alone!"

-Venom & Spider-Man

"When the world finds out who you are your history pal. Think of all the lovely folks you'll leave behind like Mary Jane. She'll be so lonely. Maybe we'll have to keep her company. How does that sound Tiger?"

-Venom to Spider-Man

"I was suppose to meet Mary Jane tonight. But what if Venom gets to her first?"

-Peter Parker

"He'll never stop touring me! I've got to fight and I know just the way to do it."

-Peter Parker

"Were going to turn out you lights. This party is over!"


"It would be nice if there was a couple hundred more cars to this train."


"Ticket please."

-Venom to Spider-Man while on the subway

"Look Parker. Were both on a round trip."

"Next time I'm flying."

-Venom & Spider-Man

"Bingo! The John Jameson Probe. Fitting since this all started in space."


"I did it. I beat the most relentless, unforgiving opponent I've ever faced."