Venom and Carnage boarded John Jameson's shuttle to Counter-Earth despite Spider-Man's efforts.

Venom worked with Carnage in an effort to perpetuate the spread of an alien hive mind throughout Counter-Earth. They mutated into new more powerful forms prompting Spider-Man to create his new suit. Venom's form featured spikes and a more muscular body. They also had an elastic stretching power instead of webs.


Seemingly those of Peter Parker of Earth-616 when bonded with the Venom Symbiote. Venom gains the ability to change into a somewhat liquid form. His appearance changes to appear bulkier, and with boney protrusions. How exactly Venom and Carnage gained new powers is unknown.

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