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Venom Returns is the eleventh episode of season three. When Dormammu and Baron Mordo learn that Stark Enterprises developed an Inter-Dimensional Probe they recruit Venom to steal it so they can free Dormammu from his dimension. When Spider-Man gets help from his new ally, War Machine, Baron Mordo sends in a new symbiote villain named Carnage to help Venom.


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The New York City Police Department have trapped a dangerous criminal named Cletus Kasady in his home. As Terri Lee arrives Kasady throws a grenade out of the window and it explodes. However, none of the police officers are injured. J3 Communications is reporting on the polices raid on Kasady's home and J. Jonah Jameson and Joseph Robertson watch the news report from the Daily Bugle. Jameson says that Kasady's capture will be a front page story. Robbie then informs Jameson that Peter Parker is on his way to the crime scene.

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Terri Lee along with three other uniformed police officers raid Kasady's home. However, Terri Lee gets separated from the officers and gets trapped inside a room with Cletus Kasady. As Terri Lee aims her gun at Kasady he knocks it out of her hand. Kasady then throws Detective Lee on the ground and is about to harm her but Spider-Man bursts in. However, Kasady lifts up his shirt and reveals that he has a bomb strapped to his waist. Spider-Man quickly grabs the bomb off of Kasady and web swings away from the building. Spider-Man realizes that the bombs blast radius is very large and that he won't get far enough away from the city in time. Spider-Man then throws the bomb into the sky where it explodes safely. Kasady hears the explosion and believes that Spider-Man is dead. However, as Terri Lee arrests Kasady she tells Kasady not to count Spider-Man out because he has been in worse situation then that before.

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Meanwhile in Central Park a couple witnesses a meteor crash in the park. As they run to the crater they look at the meteor. As the man pocks the meteor with a stick they are surrounded two different alien symbiotes.

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A few minutes later back at Kasady's house, Spider-Man watches from a rooftop as Terri Lee arrests Cletus Kasady. Spider-Man is then surrounded by a purple smoke and a telepathic image of Madame Web appears before Spider-Man. Madame Web warns Spider-Man that the evil he will soon face will be unstoppable unless he learns to rely on unlikely allies. Madame then then tells Spider-Man that "A warrior keeps his friends close and his enemies closer" and then vanishes. However, Spider-Man is confused by Madame Web's message.

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Later on that night at the Ravencroft Institute for the Criminally Insane, Eddie Brock talks to his psychiatrist, Dr. Ashley Kafka. Brock tells Dr. Kafka that he wanted to be a hero fighting for the innocent. Brock also tells Kafka about his time as Venom and that Spider-Man was responsible for separating him from the symbiote. Brock continues to say that he knows Spider-Man real identity and he will keep it a secret until he is once again bonded to the symbiote. However, Dr. Kafka tells Brock that he never was Venom and that everything that happened to him was a delusion brought on by Spider-Man's constant persecution of him. Ashley Kafka then tells Brock that they will work together to overcome what he is going through. As Dr. Kafka leaves Cletus Kasady is brought in and placed in his cell which is next to Brock's. Instantly Brock and Kasady hate each other.

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At that moment Baron Mordo meets with Dormammu in their secret lair. Dormammu informs Baron Mordo that the symbiote is now back on Earth just as he planned. Dormammu then orders Mordo to go to Ravencroft and contact Eddie Brock so he can play his part in their plan.

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A short while later Baron Mordo sends his astral form to Ravencroft to communicate with Eddie Brock. After seeing Mordo's astral for Brock believes that he is going crazy. However, Mordo informs Brock that he is real. Mordo then tells Brock that he wants to bond him to the symbiote again. Mordo continues to say that his master, Dormammu, has the power to bring the symbiote back and that all he has to do is swear to serve. Cletus Kasady hears them talking from his cell and Casady tells Mordo that if Dormammu can get him out of Ravencroft he will do whatever Dormammu asks of him. However, Brock shouts at Casady and tells him to buzz off. Brock then agrees to serve Dormammu. Mordo's astral form then returns to Mordo's body and Baron Mordo informs Dormammu that Brock will help them. Dormammu replies that Brock will help them steal what they need from Stark Enterprises.

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The next day Peter Parker and Debra Whitman go to Stark Enterprises to watch the test of Inter-Dimensional Probe that was created by Stark Enterprises. Debra is excited about the possibilities of being able to travel to other dimensions. However, Peter is worried that Stark's new machine could release a creature from another dimension into their world. Peter and Debra are then met by Dr. Curt Connors at the front door of the Stark Enterprises building. As they go inside Dr. Connors introduces Peter and Debra to James Rhodes, Stark Enterprises head of security. As they sit down Dr. Connors also points out a man named Ardon Broom who's electronics company provided Stark Enterprises with the equipment to build the Inter-Dimensional Probe. However, Peter realizes that Ardon Broom is really Baron Mordo and that Mordo must be there to use the Inter-Dimensional Probe to free Dormammu from the Dark Dimension. Tony Stark then appears on a television screen and tells the crowd that he plan to use the Inter-Dimensional Probe to instantly transport solid matter from their laboratory in Los Angeles to where they are in New York City.

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At that moment Eddie Brock is visited by the woman that was in the park when the meteor crashed. As the woman enters the cell the symbiote leaps off of her and onto Brock turning him into Venom once again. Several guards attempt to subdue Venom. However, Venom is easily able to overpower the guards. Ashley Kafka hears the alarm and runs to Eddie's cell. Dr. Kafka sees what Brock has turned into and is shocked to learn that Brock was telling her the truth. Venom then uses his super strength to knocked a giant hole in his cell wall leading to the outside and escapes. Cletus Kasady watches from his cell as Venom escapes. Kasady says to himself that he deserves the power that Brock has and that he needs it.

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Venom then goes to Dormammu's lair and meets Dormammu in person. As Venom asks how he was able to return the symbiote to Earth, Dormammu answers that Baron Mordo was able to use the computers at Stark Enterprises to control the John Jameson Probe to come back to Earth. Mordo then hypnotized a woman to bond with the symbiote and deliver it to him at Ravencroft. Venom then asks what he has to do for Dormammu in return. Dormammu answers that he must steal the Inter-Dimensional Probe from Stark Enterprises.

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Meanwhile back at Stark Enterprises scientist use the Inter-Dimensional Probe to open a portal to another dimension. However, fire spews out of the portal. Tony Stark then orders the portal shut down. As James Rhodes looks at a security monitor he sees that Venom is attacking then. Peter sees this as well. Venom is able to fight his way past security and get inside the Stark Enterprise building. Tony Stark then orders James Rhodes to protect the Inter-Dimensional Probe. However, Venom is easily able to take out Jim Rhodes and the other security guards. At that moment Spider-Man arrives. Spider-Man briefly fights Venom. However, Venom is able to trap Spider-Man in his webbing and Spider-Man realizes that Venom has gotten even stronger since the last time they fought.

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Venom nearly kills Spider-Man. However, War Machine arrives and blasts Venom with a repulsor beams from his armor. Spider-Man is then able to break free from Venom's webbing. Spider-Man and War Machine then work together to defeat Venom.

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From outside Stark Enterprises J3 Communications reports on what is happening there. At the Daily Bugle, J. Jonah Jameson is watching the news report and hears the newscaster say that the creature bears a striking resemblance to Spider-Man. Believing that Spider-Man has gone out of control J. Jonah Jameson decides to go to Stark Enterprises and see for himself. Meanwhile, at Ravencroft, Ashley Kafka is also watching the J3 Communications report and she also decides to go to Stark Enterprises.

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Back inside Stark Enterprises, Baron Mordo watches as Spider-Man and War Machine fight Venom. An astral form of Dormammu then appears before Mordo. Mordo tells Dormammu that if Venom were to lose their battle the Inter-Dimensional Probe could be lost to them. However, Dormammu reveals that he has a backup plan in the event that Venom is to fail. Dormammu continues to say that he had Mordo bring the symbiote back to Earth not only for it's strength but also because the symbiote was about to reproduce. Mordo asks Dormammu if the new symbiote will need a host that is as fanatical as Eddie Brock. Dormammu answers that the new host will have to be like Brock or even more fanatical then he is.

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At that moment a man wearing the second symbiote breaks into Ravencroft and goes to Cletus Kasady's cell. The symbiote then separates from it's host and stands before Kasady. Mordo's astral from also appears before Kasady and tells him that this symbiote is a gift from Dormammu. However, Baron Mordon tells Kasady that before he can enjoy the symbiote's power he must first swear to serve Dormammu forever. Without hesitation Kasady agrees to be Dormammu's servant. Th symbiote then bonds to Kasady and he attacks the Ravencroft guards. Kasady then uses his new super strength to make a giant hole in his cell leading to the outside and escapes.

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Back at Stark Enterprises, Venom once again manages to trap Spider-Man in his webbing. As Venom is about to kill Spider-Man, Spider-Man tells War Machine that Venom is weakened by loud noises. War Machine then activates a device on his armor that produces sonic noise and it starts to weaken Venom. However, Carnage arrives and rips the sonic device off of the armor. Spider-Man and Venom then turn around and wonder who he is. Carnage then informs Venom that he is his offspring and that Dormammu sent him to get the Inter-Dimensional Probe. Spider-Man, now free from the webbing, is shocked to see another symbiote. Carnage tells Spider-Man that he had hoped he would run into him again. Spider-Man is confused. However, the symbiote peels back on the head reveling Carnage to be Cletus Kasady. War Machine then jumps in front of Spider-Man and tells Carnage that he wants the probe he is going to have to go through him first. However, Carnage is able to use his super strength to subdue War Machine. At that moment Ashley Kafka arrives and Carnage causes an explosion. Ashley is seemingly harmed in the explosion and Venom is concerned for her safety. Venom then promises Ashley Kafka that he will use his power to fight injustice. Carnage manages to knock out Spider-Man and grabs him. Carnage then uses the symbiote to form an ax from his hand and is preparing to kill Spider-Man.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Hank Azaria Venom / Eddie Brock
Scott Cleverdon Carnage / Cletus Kasady
Tony Jay Baron Mordo
Ed Gilbert Dormammu
James Avery War Machine / James Rhodes
Robert Hays Tony Stark
Barbara Goodson Ashley Kafka
Dawnn Lewis Terri Lee
Joan Lee Madame Web
Ed Asner J. Jonah Jameson
Rodney Saulsberry Joseph Robertson
Liz Georges Debra Whitman
Joseph Campanella Curt Connors
John F. Beard Newscaster
Anthony Marciona Additional voices
Rebecca Kyler Downs Additional voices



  • Manhattan
  • Curt Connors house
  • Eddie Brock's apartment
  • Baron Mordo's mansion
  • Cave
  • Upstate New York
  • Stark Enterprises



  • Despite airing after The Spot this episode and Carnage actually take place before The Spot.
  • In The Spot, Tony Stark shut down Jonathan Ohnn's portal research because Baron Mordo and Carnage attempted to use Stark Enterprises portal technology to bring Dormammu to Earth.
  • Eddie Brock was put in Ravencroft after the Military Police found him trespassing on a military launch site.
  • While in Ravencroft, Eddie Brock tells Ashley Kafka about the events that led to his arrest such as his fight with Spider-Man while bonded to the symbiote.


  • Season three had fourteen episodes but only eight of them dealt with sins committed by fathers. In this episode Cletus Kasady implies that he was abused growing up (possibly by his father but not confirmed within the episode). This abuse made Kasady psychotic which led to him becoming a criminal.
  • Terri Lee states that Cletus Kasady's bomb appears to be made out of B9 Fragmentation Plastique. However, this type of plastic explosive apparently doesn't really exist and was created for Spider-Man: The Animated Series.
  • The scene where the couple discovers the symbiote in a crater, then gets attacked after poking with a stick is a reference to the 1958 and 1988 horror films "The Blob."
  • During the episode Madame Web tells Spider-Man that a warrior keeps his friends close and his enemies closer. This is a reference to the movie, The Godfather, Part II. In The Godfather, Part II, Michael Corleone tells Frank Pentangeli that his father taught him to "Keep your friends close and your enemies closer."
  • James Avery reprised his role as War Machine in this episode despite the fact that he had been replaced by Dorian Harewood in Iron Man: The Animated Series.
  • Mordo's alias, Ardon Broom, is an anagram of Baron Mordo.
  • In this episode, Venom's design slightly changed from how he appeared in The Alien Costume, Part III. In this episode Venom's red and blue highlights are now much brighter and he has more highlights overall.
  • Dormammu states that the symbiote could have bonded to anyone but only Eddie Brock's rage could have created Venom. This would explain why Spider-Man didn't get a mouth and a snake-like tongue with sharp teeth when he was bonded to the symbiote.

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  • When Carnage breaks out of Ravencroft there is a split second frame that actually shows Venom instead of Carnage.
  • Venom Returns was later used as the name for an episode in Marvel's Spider-Man.

Episode review

A review by Amazing Spidey from Marvel Animation Age

After two full seasons of waiting, Venom finally returns. an interesting story to say the least, as how they planned on bringing him back after his appearance in the amazing "Alien Costume" storyline was a mystery that we'd been waiting to see unravel for two years. It didn't really disappoint, but unfortunately, Dormammu did. For what should've been a two part story featuring Spidey teaming up with his greatest enemy to stop Carnage was often sidetracked for the dull dormammu and boring Bordo. These two have no place on a Spider-Man show without Doctor Strange to accompany them.

What's interesting about this episode is that it's relatively slow paced, unlike most of the episodes, which were told at a breakneck pace. The beginning sees a pre-Carnage Cletus Kasady, which I thought was great. We get to see what a 'monster' Kasady is before he becomes Carnage and now has a genuine reason to hate his captor, Spider-Man.

War Machine actually looked cool here. I don't especially care for either of his designs on Iron Man: The Animates Series, but the clunky armor look actually works well here. James Avery provided the voice for some of War Machine's first appearance over in Iron Man: The Animated Series, but fairs better here, for whatever reason. Thankfully, he voiced all the lines himself, no one here was randomly jumping in to say his lines.

The fight in the science hall was actually pretty well done. Carnage himself actually had a very badass design and an absolutely perfect voice. Venom fairs better here than he did in his original episode, but when comparing this episode to it's conclusion, it's easy to say this comes off worse. It's not as colorful, which is a shame because there's some genuinely decent animation here which is ruined by very dull coloring.

Overall, a good episode that is easily topped by it's much superior conclusion.


"Come out and nobody gets hurt!"

"Nobody gets hurt? Man, what fun would that be?"

-Police officer & Cletus Kasady

"How can one man hold the entire NYPD at bay like that?"

"Jonah, Kasady's not a man, he's a monster. He's done things even the Post wouldn't print."

-J. Jonah Jameson & Joseph Robertson

"Terri, you like your job?"


"Kassady loves his."

-Police officer & Terri Lee

"I was raised in this place. It was a real house of horrors. It still is man! You'll see!"

-Cletus Kasady

(Cletus Kasady reveals that he has a bomb strapped to him.)

"In thirty seconds I'll be meeting you all in. . ."

(Spider-Man grabs the bomb from Kasady.)

"Thanks big mouth! Now I know how much time I have!"

-Cletus Kasady & Spider-Man

"He'll never get far enough away. We're all gonna go kablooey!"

-Cletus Kasady

"Rest in pieces Spider-Man."

"Don't count him out! He's gotten out of worse then that before!"

-Cletus Kasady & Terri Lee

"Once again our hero triumphs. The cheers of a grateful city ringing in his ears. Well somethings ringing in my ears."


"Kasady, I hope you get a real good shrink, and a real long sentence."


"Uh-oh. I've seen this happen before. No spider sense. No danger. So this has got to be. . . Madame Web. You don't surprise me anymore. This time I knew it was you."

"I see nothing clever in that Spider-Man. You've always been awfully good at deducing things that were pathetically obvious."

"Gee, thanks. Don't tell me you teleported all this way just to insult little old me?"

"No. To warn you. The evil you will soon confront will be unstoppable. Unless you learn to overcome fear and rely on unlikely allies. Remember a warrior keeps his friends close and his enemies closer."

"Wait, come back! What do you mean! What evil! Why does she always do this? She wants to make a warrior out of me. A warrior, me? Heck, I'm still fighting acne."

-Spider-Man & Madame Web

"I wanted to be a warrior. Fighting injustice. Fighting for the innocent. I guess that's why I became a journalist. When the alien symbiote joined with me we had the power to do anything we wanted. First we had to destroy Spider-Man for all that he had done to us! Now there's no more us, only me. All because of Spider-Man! I know who he is behind that mask. But that's my little secret. And I'm gonna keep it until my other half returns. When I become Venom once more we will destroy Spider-Man!"

-Eddie Brock

"Man what a dump. No pool, no stereo, and weirdos everywhere you look. Aren't you gonna give me some therapy beautiful lady?"

-Cletus Kasady

"Don't I get a goodbye kiss? Or are you afraid I'm gonna bite!"

"Hey you, shut up!"

"Man, I could eat you for breakfast!"

"Oh yeah. I'd give you indigestion man!"

-Cletus Kasady & Eddie Brock

"Mordo I need you. Mordo!"

"Yes Master Dormammu. I am yours to command."

"The symbiote is finally back on Earth. Just as I planned. Now go to Ravencroft Sanitarium and contact Eddie Brock. It is time for him to play his part in our affair."

-Dormammu & Baron Mordo

"I want to restore to you that which is rightfully yours, the symbiote."

"How do you know about that?"

"My master, Dormammu, knows everything. You need only swear to serve him and the symbiote will be yours once more. He can make you whole again."

-Baron Mordo & Eddie Brock

"Why are you hesitating Eddie? Don't you miss the symbiote? And don't you want to get out of here and destroy Spider-Man?"

-Baron Mordo

"My master, it is done."

"Excellent! Now we are poised to obtain the last piece of the puzzle at Stark Enterprises."

-Baron Mordo & Dormammu

"Peter, do you really think that they can make an inter-dimensional probe?"

"Well if anyone can Debra, it's Stark Enterprises."

"This could be one of the most important scientific breakthroughs in history. It could create a gateway to whole new worlds, other dimensions."

"Yeah. It could also accidentally let something get through to us that shouldn't."

-Debra Whitman & Peter Parker

"Now there's a real cheerful guy."

"I don't think cheer is part of his job description."

-Debra Whitman & Peter Parker

"If that's not Baron Mordo then I don't stick to walls. He must be here to use this technology to transport Dormammu to our dimension."

-Peter Parker

"Ha ha ha. Together again. We knew it wasn't a delusion!"


"Do you believe us now Doctor?"

"Eddie! Is that you?"

"There's no more Eddie! And no more symbiote! Only Venom!"

-Venom & Ashley Kafka

"Give it to me! I want the power. I deserve the power!"

-Cletus Kasady

"The symbiote could have bonded with anyone. But only the rage and frustration of Eddie Brock could create Venom. You are truly unique. That is why I need you."

"How did you make us one again?"

"At a place called Stark Enterprises my assistant, Baron Mordo, secretly gained access to the ground control system for the space probe which the symbiote was attached. I ordered Mordo to guide the probe back to Earth. From there it was a simple matter of locating the symbiote and hypnotizing it's hosts into submission."

"What do you want from us in return?"

"You must get something for me. Something very important."

-Dormammu & Venom

"You think you can stop us?"

"Maybe not them smiley! But I can. I did it before. And so help me I'll do it again."

"We remember. That's all we could think about as we traveled the endless reaches of outer space."

-Venom & Spider-Man

"He's gotten even stronger since last time! If that's possible!"


"No loud noises to help you! This time will be different from last time! This time Venom will win!"


"Spider-Man, destruction will bring us great happiness!"

(War Machine shoots Venom with a repulsor beam.)

"Happy hour's over, bright eyes."

-Venom & War Machine

"Thanks. I own you one, whoever you are."

"The name's War Machine."

-Spider-Man & War Machine

"This wasn't your fight! It is now little man of iron!"

"Wrong! Iron Man's the other guy. But thanks for the compliment! I'm takin' care of things here while he's away. You got a problem with that!"

"No job is worth what we're going to do to you. We will crush you like a tin can!"

-Venom & War Machine


"My Master. Venom is facing formidable foes. There is a chance that the probe will be lost to us."

"Mordo, I leave nothing to chance. The probe will secured. If not by Venom alone then with someone else."

"Someone else?"

"When I ordered you to retrieve the symbiote from space I did so not only because of it's great strength but also because it was about to reproduce."

"The symbiote can do that?"

"It can, and it has. There is now another."

"But to be effective won't the second symbiote needs as it's host someone as fanatical as Brock?"

"Yes. Perhaps more so."

-Dormammu & Baron Mordo

"What in the name of. . ."

"It is my master, Dormammu who confers this gift upon you Kasady."

"A gift?"

"Remember. You wanted the same power that I offered Eddie Brock."

"This is it?"

"But to enjoy it you must first swear to serve Dormammu forever."

"No problem man. He sounds like my kind of guy. Let me have the power. What do I do?"

"This is a symbiote. A living organism. It must bond with you."

"And then I get to be like Brock?"

"Similar but different. As different as you are from Brock. Once you bond it will reflect your hatred for humanity, your lust for destruction."

"I'll take it!"

"It must take you."

"Come on. What are you waiting for? I am yours man. We're gonna wreak glorious carnage throughout the land!"

"Carnage aye. I like the sound of that. You promised us carnage, deliver it."

-Cletus Kasady & Baron Mordo

"Kasady is gone. There is only Carnage!"


"War Machine, he reacts to loud noise!"

"I've got just the thing, a concentrated sonic disrupter blast."

-Spider-Man & War Machine

"Who are you?"

"Your offspring."

"Offspring? Yes. Yes! We recall replicating."

"Are flame headed friend sent us to get this. Call us Carnage."

-Venom & Carnage

"Think of the damage we can do now, man!"


"You want that probe? You've gotta go through me."

-War Machine

"You're just a sentimental old fool, dad. And we've got to do everything ourselves."


"The parties not over yet freak."

-War Machine

(Carnage knocks War Machine across the room.)

"Ha ha ha ha ha!"

"It wasn't that funny."

-Carnage & Spider-Man

"I don't give up that easily!"

"I'll make you sorry you didn't."

-Spider-Man & Carnage

"Eddie let me see your face for a minute. You've got your power back. Are you still going to fight injustice?"

-Ashley Kafka

"We could leave you now. We've done are job. But we want a bonus. Dad, ready for some father son quality time? Between the two of us there won't be enough left of Spider-Man to fit in a matchbox. But we'll try won't we."