The saga of Peter Parker and Ben Reilly continues! The true origins of Venom are revealed as his entire race of Symbiotes invades the planet! And as Mary-Jane enters the final stages of her pregnancy, will Peter decide to retire his Spider-Man threads once and for all?

Plus: Will Ben Reilly join the New Warriors? Guest-starring the X-Men and the Black Cat, and featuring the threats of the Hellfire Club, the new female Doctor Octopus, Venom, Carnage, the Lizard, D’Spayre and the young Vulture!

Collects NEW WARRIORS (1990) #62-64, AMAZING SPIDER-MAN (1962) #405-406, SUPER SPECIAL FLIPBOOK, SPECTACULAR SPIDER-MAN (1976) #228-229, SPIDER-MAN (1990) #62-63, SPIDER-MAN TEAM-UP #1, SPIDER-MAN UNLIMITED (1993) #10, VENOM SUPER SPECIAL FLIPBOOK and WEB OF SPIDER-MAN (1985) #128-129.