In the Marvel Secret Wars series, Spider-Man's costume was torn during battle, and he was sent to a machine that would repair it. Unknown to Spider-Man, the machine was actually a prison that contained an alien symbiote, which copied Spider-Man's thoughts about the costume worn by Spider-Woman (Julia Carpenter), and created a duplicate of it.


During and after the Secret War, Spider-Man learned that the costume could respond to his thoughts, change its shape, and create a seemingly unlimited amount of organic webbing. However, after wearing the suit for some time, he began to feel unusually tired and consulted his friend, Mr. Fantastic. Mr. Fantastic said that the suit was actually an alien creature and that it was taking him web-swinging every night while he slept. Spider-Man then had Mr. Fantastic remove the costume using a sound wave generator, as its only weaknesses are loud sound waves and intense heat, and locked it in a protective case.


The suit eventually escaped and hung itself in Peter's closet, disguised as one of his red and blue costumes. Unfortunately, Peter grabbed the symbiote and it reattached itself to him, which forced Spider-Man to use the bells of the Our Ladies of Saints church to remove the suit. Many issues later, the suit secretly found and bonded to Eddie Brock, who became Venom.