Ben Reilly - Peter Parker's clone originally thought dead way back in ASM #150 - has just returned. He was seemingly blown up in the previous issue but instead has gone off wandering on his own.
Scarlet Spider just manages to get home still carrying his injury. He gets on the phone to 'Seward' but collapses mid-call. A woman - Gabrielle Greer - finds him slumped in the hall and helps him to his feet. Ben says he can't afford a hospital and she says to join the club (or move to Canada, the UK, y'know the civilized world).
She takes Ben to a free clinic who treats Ben but a nurse there calls Ken Ellis, who's trying to track down a guy with a gut wound. Ellis rushes off in a cab, followed at a distance by the spawn symbiote from the previous issue who is trying to find Venom.
Elsewhere, some people are trying to hire an assassin - Kaine. Kaine, who looks like some haggard spidery-type creature, is having none of it though, storming off saying something else has come up as he rushes off after seeing the front page of the Bugle about the new Scarlet Spider.
At the clinic, Ellis bursts in but Ben's spider-sense goes off and he escapes through an air vent onto the roof where he's met by the spawn symbiote. As Scarlet, he goes to swing off but the spawn smashes some of the roof's ledge. Scarlet manages to save the people below, then does exit. Back at his apartment, he makes some web fluid and puts on his costume.
At Times Square, the spawn is going crazy before Venom drops in and tries to separate her from the symbiote. Scarlet jumps in, though, and uses these web- ball-type things (impact webbing) that grow tendrils on Venom. It gives the female spawn time to escape before Venom and Ben square up to each other.
This issue is somewhat 'bitty' but flows OK with the rest of the arc.