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While covering the launch of John Jameson's one-man mission to Counter-Earth (another Earth located on the far side of the Sun), Spider-Man attempts to stop his two symbiote adversaries Venom and Carnage from boarding the shuttlecraft. Blamed for Jameson losing contact with our Earth, Spider-Man becomes a target of persecution by the media and the public at large. With a bounty placed on his head. Believed to be dead after saving a person's life in a fire, Peter Parker uses the ruse to embark on a mission to retrieve John Jameson on Counter-Earth. His new Spider suit using nanotechnology discretely burrowed from Reed Richards to design a new suit that incorporates built in webshooters, stealth technology and anti-symbiote sonic weaponry. Making his way to the planet, Spider-Man learns that Jameson has fallen in with a band of freedom fighters opposed to the High Evolutionary whose Beastials, hybrids of animal and humanoid attributes, are the dominant species whilst humans are the second-class minority.

With Jameson reluctant to return until all of the Beastials are defeated, Spider-Man elects to remain on Counter-Earth, blending in as best as he can as Peter Parker, and fighting the High Evolutionary and his Knights of Wundagore alongside the rebels as Spider-Man. It is soon discovered that Venom and Carnage are also on Counter-Earth, and are following orders from the Synoptic, a hive-minded legion of Counter-Earth symbiotes. This series also shows the animated version of John Jameson's Man-Wolf form, as well as superhero versions of mainstream villains the Green Goblin and the Vulture.