The Ultimate Octopus enlists the aid of one of Spider-Man's most ferocious villains, Venom, to help him fight Spider-Man in the waters of the world. To survive underwater, Venom commands his alien symbiote costume to morph into a fish-like form, allowing Venom to breath underwater and swim as fast as a Great White Shark.

Includes pump-up inflatable stingray symbiote.