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Worlds Apart Part One.jpg
Series Spider-Man Unlimited
Release Date October 2, 1999
Season Number 1 of 13
Episode Number 1 of 13
Story Arc Worlds Apart
Story Arc Number 1 of 2
Writer Michael Reaves
Will Meugniot
86 images

Astronaut John Jameson undergoes an historic mission to travel to a parallel Earth. But the supervillains Venom and Carnage hijack the shuttle and communication is lost. The spectacular Spider-Man is blamed for the disaster so he sets out on a mission to get John back and defeat the symbiote duo. However, when he arrives on Counter-Earth he finds the world run by animals, that dominate over the native humans, who begin hunting him. (Series Premiere)


And so the series begins

It is 2100 hours on the day of the Solaris One launch. A helicopter flies over the water to a shuttle launch site. Spotlights shine up overhead and radar dishes stand off to the side.

A reporter named Lisa opens up live at the Cape. People stand all around the base of the launch pad. Military Police keep watch. A man with a camera records the podium. The reporter notes that Colonel John Jameson is coming to make a statement.

Addressing the crowd

John takes the podium. Behind him, footage shows a spacecraft in orbit over Earth.

He explains that six months ago, they tested out an experimental warp drive engine. The footage shows the craft breaking apart and a probe, Alida, went through a large circle filled with energy.

Jameson explains it projected itself to the far side of the sun. The portal disappeared in the circle.

One-way ticket

In space, the portal opened in the nothingness and Alida came out. Jameson explains it found an exact duplicate of their world. The footage shows it entering orbit around an Earth-like planet. He dubs it Counter-Earth.

Hostile greeting

he then notes that, as the people know, Alida sent footage of its own destruction. On the monitors, a flash comes from the planet. It strikes the probe and the video cuts out.

John explains that due to the probe's destruction, many questioned sending a manned mission to Counter-Earth. The footage once again shows Alida's destruction.

John looks out over the crowd. Reporters keep their attention on him. Many photographers flash their cameras. John claims this aggressive action by the people of Counter-Earth demands investigation.

The reporters begin firing their questions at him. A cell phone rings and one reporter crouches to answer it.

One proud father

Near the back, a man is proud of his son. He tells his compatriot photographer, Parker, that he always said John was a hero. Parker takes several photos and agrees with Jonah. He quietly mutters to himself that the father has said this about fifty times in the last hour.

John waves at the crowd. Jonah claims his son is presidential timber. John walks off stage.

Something is tingling

Just then, a flash overtakes Parker, calling it his Spider-Sense. He walks away.

The audience claps. Jonah hears Parker and wonders what he said. He looks but Parker has disappeared.

Parker runs to a stack of crates. He notes that something funny is going on since his Spider-Sense is running full blast. He runs behind the stack.

Including the webbing under the arms

He leaps over the top, now wearing a red and blue spider costume. He jumps down wondering what set it off.

He looks around and sees two men running straight for the shuttle. He wonders what is up with them.

Something different with these two

When the two men reach the base, one turns into red goo while the other turns into blue goo. They melt out of their clothing then rise up again with large white eyes and large mouths. The two roar.

Parker notes they are Venom and Carnage. He crawls down the side realizing that John is going to have some stowaways.

The two villains turn into blobs and crawl up the side of the shuttle.

Another day to save

Parker crawls under two Jeeps then leaps over a transport truck. Once clear of the vehicles he breaks into a run. He jokes that they will get their ticket punched by their friendly neighborhood Spider-Man.

The shuttle's engines begin steaming as launch approaches. An announcer provides the final five-second countdown. The cables detach from the shuttle.

Inside, John sits at the controls. When it comes time, he pushes forward on the levers.

The announcer says they have ignition. The engines flare to life and the shuttle lifts off with tremendous power.

On the ground, Jonah is excited saying his son has the right stuff.

Running up there very quickly

As the the blast exhaust dissipates, Spider-Man leaps onto the launch platform. He starts crawling up the side. He wonders what the "blob brothers" are doing on John's ship, but knows the astronaut can do nothing against them.

He fires webbing up at the shuttle. It attaches to the wing and he is lifted off.

On the ground, Jonah claims it is the best day of his life. He lifts up his binoculars and looks through shocked. He sees Spider-Man swinging from the shuttle. He sets them down noting that Spider-Man is always there.

Hanging from the shuttle, Spider-Man swings up to the top. He lands but the launch causes him to fall back. He tries to hold on but keeps slipping closer and closer to the exhaust.

Almost a baked spider

He finally stops and jokes that it was close. He starts crawling up when he sees the red blob coming towards him.

The blob flails wildly until it forms into a bony version of Carnage. Carnage roars at him and runs forward.

Spider-Man fires his webs, which forms into a ball. However, Carnage simply bats it away. It flies back at Spider-Man who dodges it.

Behind him, Venom comes towards him. Venom wraps him up and draws the hero towards him as he forms into his usual self. Spider-Man notes that they could never do that before and he might be outgunned.

No War Machine to help him out this time

Venom draws him into a bear hug. He jokes that the flight is booked. Carnage steps forward saying that nothing will stop them from reaching Counter-Earth and the Synobtic.

Spider-Man wonders what he means. He lifts his legs to grab Venom's head. He spins the villain sending him flying into Carnage. The two morph into large blobs.

The two villains then begin seeping into the shuttle. Spider-Man steps forward joking that they have new powers and a new vocabulary.

No leverage to stay on this time

Underneath the shuttle's skin, two forms move closer to Spider-Man. The two villains then pop out of the shuttle knocking the hero back.

As Spider-Man flies back, Carnage calls him a sucker. The shuttle flies higher and higher.

Breaking and entering

Venom and Carnage morph back into blobs and climb back up the shuttle. Venom reforms and smashes in the shuttle door. The two enter.

Once in space, the shuttle detaches from the rocket boosters and external tank. It rockets off over Earth.

Spider-Man continues falling realizing that John is still up there alone with Venom and Carnage. He fires webbing up forming a parachute. Spider-Man claims he couldn't save him as he glides down.

John's problem with symbiotes began in space

In space, John radios in that he is activating the Warp Ring. Ahead of him, the ring glows. Behind him, Venom and Carnage squirm their way to him.

The second time John is attacked by symbiotes

John turns and radios in that something is coming from the cargo bay. He cries out that it is breaking into the cockpit.

He turns and screams as the villains slither over his suit.

On the ground, Jonah cries out for his son.

The shuttle flies through the Warp Ring.

On the ground, a reporter sees someone falling. Another wonders what Spider-Man is doing up there. They see him gliding through the clouds. One cries out that it's Spider-Man. More wonder what he is doing.

Yet another thing Jameson blames on Spider-Man

Jonah cries out that Spider-Man did this. He claims the webhead sabotaged the ship. He begins worrying that he did something to John.

Spider-Man hears this and says to himself that this isn't his fault.

Meanwhile, soldiers carrying rifles and wearing combat gear run towards him.

The soldiers think they have a chance

Spider-Man glides past the launch pad saying he was trying to help. He lands and starts running. However, a soldier orders him to stop. Another orders him to surrender.

Spider-Man swings the parachute over saying he doesn't surrender. The parachute covers the soldiers and they struggle to get out.

Spider-Man leaps over them and runs away. He leaps over to the stack of crates and goes behind it. He claims that as usual he is blamed when something goes wrong.

Another failure for him

He takes off his mask saying that John is alone with two of the biggest psychos this side of Vlad the Impaler. He then looks down at the mask.

A week later, New York City shines brightly in the moonlight as the World Trade Center rises above the city.

Spider-Man swings through the city.

This time they're really riled up

Down in the streets, people hang a doll of Spider-Man from a lamppost. They pelt the doll with fruits and cheer. Spider-Man swings overhead.

Elsewhere, a cat is in a tree meowing. Spider-Man swings by and grabs it, causing the animal to growl.

At least the mask keeps it out of his eyes

A woman is shocked when Spider-Man lands near her and the cat is attacking his arm. He tries to hand her the creature but she uses her pepper spray on him. He drops the cat and cries out.

A group forms around him yelling. He leaps onto the nearby building and crawls up.

The second time Jameson offered a reward for Spider-Man's capture

On television, Jonah stands there with a wanted poster of Spider-Man claiming he has finally gone too far. He and his paper will offer ten million dollars to whoever can identify Spider-Man and aid in his capture.

A group of people watch several television sets in an electronic store. The people start walking away leaving Parker alone. He notes the large price and is tempted to turn himself in.

Parker walks down the street when he hears sirens. Just then, an explosion rocks the area. He turns to see a building engulfed in flames.

Taking a chance to be the hero

On the roof, a woman carrying a baby screams while running towards the edge. Parker sees this and backs into an alley. He takes off his jacket.

The woman reaches the edge but flames shoot up.

Spider-Man shoots a webline up and swings away. He swings through the buildings towards the fire.

Suddenly, the roof collapses. The woman and child fall and she screams.

People need to be saved

Spider-Man dodges the debris and fires a webline at the roof. He swings down and catches the woman and child.

The debris crumbles to the ground.

Spider-Man swings down to the ground and sets her down. He tells her not to thank him but to support her local webslinger. Behind them, firefighters begin spraying the building.

Spider-Man leaps up and away but is forced back by gushing water. He looks down to see the firefighters spraying him.

Nice way to show appreciation for the hero

Spider-Man becomes pinned against the building as two hoses spray him. One firefighter tells him to wait, calling him a murderer. The head firefighter approaches saying he's not going anywhere and they think he may have started it.

Facing the same enemy the X-Men do: hatred

The force of the water begins destroying Spider-Man's mask and the costume around the fingers. He cries out that he is being blamed.

Spider-Man begins pushing out to the firefighters against the water. He claims that all the times he has saved the city and this is the thanks he is getting.

Just like the X-Men, saving those who hate and fear him

Just then, the firefighter sees debris coming down. Spider-Man leaps out and pushes the firefighter out of the way. However, he is caught underneath the falling debris and disappears into a cloud of dust.

Reaping what they sow

The firefighter pushes himself off the ground and turns towards the debris. Other firefighters walk up looking shocked.

Later, it is pouring down rain. The building lies as a smoldering heap. A reporter interviews the firefighter while another carries a hose.

Dragging the dead's name through the mud

The firefighter says Spider-Man was attacking him. When the building collapsed on him the costumed figure saved his life. He holds up a tattered and destroyed mask saying this was all they found.

Four hours later, Parker walks up to an apartment door and knocks. The door is opened by a gorgeous redhead.

Letting his loved ones know he's safe

She looks at Parker's bruised and cut face and is shocked. Calling him Peter, she hugs him saying she was worried and has been for a long time.

She thought that "it" finally happened and she thought she lost him. She looks up through tear streaked eyes. They hug once more.

The next day, the city lies quiet.

In their apartment, Peter and the woman lay on the couch sleeping with the news on. The reporter claims that the previous night brought an end to the troubled career of the controversial masked adventurer known as Spider-Man.

The woman stirs and rises. She says she hopes he's right and rubs Peter's face. Peter wakes and asks MJ if she got the building that fell on him.

Getting to see his own memorial

They both turn to the news as the report continues. A woman says that while Spider-Man's life came to an end, others have wondered about the value of masked vigilantes.

The footage shows Spider-Man swinging through the city. It cuts to him fighting a man with four mechanical arms and all tangled in the arms before punching the man back. It then shows him swinging down and shooting web on a robot's head.

She says that others remembered him as a hero. The footage shows the firefighter showing the destroyed mask. She continues to say that he was willing to lay his life on the line.

Can't just be happy

MJ asks Peter what is wrong. He claims he does not know what to do, and they hug. He claims that all those years he was two people instead of one. All that time helping people, he thinks that is what defined him.

She wants to let sleeping dogs lie

MJ tells him that Peter could be just as important as Spider-Man ever was and brushes her hair back. She stands and walks away. She briefly stops to tell him that he should let himself. She then leaves the room.

The news says that Reed Richards has scheduled a press conference to talk about Spider-Man.

A chance at a normal life

Peter stands and walks to the balcony. He looks out on the city thinking that maybe she is right and has been given a second chance. He wonders if maybe Spider-Man did die in the fire.

The news breaks in to say that after a week of silence, a transmission from John Jameson has been received. Peter walks over to watch.

A dire warning

The screen shows static until John appears. John repeats that he is on Counter-Earth and the situation is grim. He says there are creatures there but the transmission skips. He claims he cannot do it alone. He warns that if they are not stopped then Earth could be next. The transmission stops.

Some things are ingrained

Peter is shocked that John is still alive. He vows that if Spider-Man cannot help him then Peter Parker could.

Six months later, another shuttle sits ready on the launch pad at the Solaris Launch Center. A voice explains that everything checks out for the Solaris Two rescue mission to take off.

In the control center, the man begins the countdown for two hours.

Hiding in plain sight

Nearby, Peter walks out wearing a lab coat and drinking coffee. He looks around and walks away.

He walks by a couple standing in the shadows doing a toast. They stop and watch him exit through a door. The woman wonders what he is doing there. The man claims that "Old Man" Jameson pulled some strings to get him in explaining he's a special photojournalist from The Daily Bugle.

In a darkened hallway, Peter takes off his coat. He says it is time for the world to meet the new and improved Spider-Man. He activates a button on his wristwatch.

New tech

Peter explains that he is using nanotechnology, that was "borrowed" from the lab of Reed Richards. Out of the watch pour countless spherical nano-robots.

They spread out over his skin and send out blue tendrils to attach to each other. Over this, a red substance forms over it covering the robots.

Peter's hand becomes covered in the robots turning it black with a red spider-like design. The circuitry flashes once completed.

New look

Peter continues to say that there are billions of the robots working together in harmony. The robots form over his back and arms. They too flash once completed and a cape drops down.

The robots move down over his foot and also flash when completed. Peter admires the new look and says there is anti-symbiote technology in it.

Same hero

They finish by moving over his head. They flash and he turns to move way.

Out at the launch pad, Spider-Man leaps onto the scaffolding and crawls up. He climbs all the way to the top and leaps over.

Suddenly, a light shines over him. He looks up to see a man floating in the air ordering him to hold it. The man lowers the flashlight revealing his eye patch. The man wonders if that really is Spider-Man.

Another familiar face

Spider-Man tells the man, Fury, to not try stopping him. He leaps over to the shuttle. Fury fires at him but misses.

Spider-Man opens a swirling panel revealing controls. He enters a code and the hatch opens.

Fury hovers over repeating to stop and aiming his pistol at him. He promises that his next shot would not miss.

Spider-Man fires a miniature rocket and webline out of his suit. The rocket knocks the gun out of his hand while the webbing catches it out of the air pulling it towards him. He claims that rescuing John is his responsibility.

The tables have turned

Spider-Man snatches the gun claiming only he can get John home and the only way to clear his name. The two stare off at each other.

Spider-Man then tosses the gun back to Fury. He catches it and the two continue their stare-off. Fury then asks if he can drive the shuttle. Spider-Man gives him the okay sign.

Fury's last shot

Fury asks what he is waiting for. Spider-Man hops in and closes the hatch. Fury puts away his gun and flies off saying that if anyone can do it Spider-Man can.

The shuttle sits there ready to launch.

Inside, Spider-Man sits at the controls. He punches in a sequence and types into the computer. The computer beeps at him. He notes that everything is running fine. However, there is one more detail to take care off.

Spider-Man opens the radio channel and announces to the world that he's still alive. He explains he is on his way to Counter-Earth to save John and clear his good name.

You'd think his fancy new suit would have a voice filter

He then notes to himself that he has to cover Peter Parker's tracks. The nanobots move away from his mouth. He says that he, Peter Parker, is going with him. He claims that no newspaper can turn down an opportunity like this. He types on the console.

Outside, the shuttle's engines warm up. He jokes that if they bought that he has some swampland in Florida to sell them.

He pushes a large button.

The first spider in space

The shuttle rockets off into the air. It leaves the atmosphere and drops the tank and boosters. The engines flare and it flies off.

He approaches the ring and activates a button. The ring turns on and fills with energy. He notes that he just has to survive the trip, land safely, and rescue John from a hostile planet.

Remembering what's important to him

Spider-Man looks at a picture of MJ. He recalls his Uncle Ben's words that "With great power comes great responsibility."

The shuttle flies forward into the ring and disappears in a flash.

A brand new world

High above a planet, the portal opens and the shuttle leaves. He looks down noting that the planet is Counter-Earth.

Suddenly, a beam of light shoots out from the planet ensnaring the shuttle. He realizes he is caught in a tractor beam. He struggles at the controls but cannot move.

He cannot break free, but knows he has no where else to go if he could. The shuttle is brought closer to the planet. He theorized he could use the retros to slide out and begins punching in a sequence.

Getting hot under the collar

The retros fire and the shuttle rights itself. He is excited they are working. As the shuttle enters the atmosphere and fire rages around the shuttle, he begs for a little more.

He realizes he is six degrees off the approach and he is toast. He apologizes to MJ, looking at her photo. He says he had to try.

Unlikely help

The shuttle rockets towards Counter-Earth. However, four robots move around to follow. They grab the front of the shuttle and begin pushing off it.

The shuttle flies high over an enormous city of skyscrappers. It descends down between the buildings and eventually crashes atop one.

No way back now

The robots fly up as it crashes. It comes to a stop in a smoking heap. The robots land all around it.

Spider-Man leaps out of the top hatch onto the broken windows. He looks around at his "greeting party" and realizes that the shuttle was the frying Pan and the robots are the fire.

Starting off meeting the grunts

Spider-Man stands and the robots approach. They order him to surrender by order of Lord Tyger and the High Evolutionary. He jokes that everything was going fine before.

Spider-Man shoots out two weblines and wraps up two robots. He leaps down and kicks them off the building.

Another approaches but Spider-Man punches him back. He leaps on it as another approaches and more fire. He quickly runs away.

Gone is the last remnant of home

Inside the shuttle, the flames rise reaching the photo of MJ. Soon it is engulfed and burns.

Spider-Man shoots a webline and swings away. He jokes that they will have to try harder if they want to hit the friendly interplanetary Spider-Man.

The firing robots are stopped by a commanding voice. They turn and see a helmeted figure riding a hovering vehicle. The figure notes that the man calls himself Spider-Man and wonders if he is a Bestial.

Now comes the generals

More helmeted figures on vehicles hover near him. The figure decides to take care of this himself. The four figures fly out over the city.

Spider-Man swings and does a flip onto a building. He looks up to see the figures approaching. He jokes that they look ridiculous.

Extreme measures

Suddenly, the leader fires energy blasts from his vehicle. Spider-Man moves up to dodge the attack then leaps off. As he swings away he asks what amusement park they escaped from.

The four vehicles give chase. They continue firing. Spider-Man leaps through a building and swings off the other side. The four dip down and pursue.

Losing them

Spider-Man keeps swinging through the buildings while they give chase. He rounds a corner and quickly leaps to the building. The four race past him as he hides in the shadows.

After they leave, he swings off again. He swings through the city and up onto a building. He crouches down and looks out at the quiet city.

Nowhere left to run

Suddenly, the four rise up to meet him. The leader tells him it is useless to continue running. He retracts his helmet revealing a tiger-like humanoid. He claims that no one escapes him.

Spider-Man is shocked and asks who and what they are. The tiger-man introduces themselves as the Knights of Wundagore and he as Lord Tyger.

He points to the large figure next to him introducing her as Lady Ursula. She retracts her helmet revealing a bear-like woman. She says that she is impatient from all the talking.

Tyger points out the beautiful woman calling her Lady Vermin. Retracting her helmet, revealing a rat-like woman, she says Spider-Man is fair to her eyes. Spider-Man replies that she is most rat-like to his causing her to giggle and call him a flatterer.

Not in Kansas anymore

Tyger finally introduces the last person, Sir Ram, calling him a proud knight. He repeats that they are the Knights of Wundagore, calling him a spider-creature. He claims they are the top protectors of the High Evolutionary.

Spider-Man points out Ram's name for him, since he is a "goat in knights clothing." He apologizes to them and everyone at Old MacDonald's farm and leaps backwards. He paraphrases John Paul Jones saying he has not yet begun to flee.

Thinking on his feet and hands

The Knights shoot at him as he leaps down the building. He crawls along the side of the building while they fly by and fire. However, one blast hits him and he falls. The Knights follow after him.

Flying vehicles pass by him as he falls. One gets particularly close. He looks down wondering if he could lose the Knights in the fog.

Animal creatures wander about the city walkways. One stops to look at a passing vehicle and Spider-Man as he falls.

As he descends into the clouds, he gets the impression that the "beast" people are running the planet.

Don't know who's more surprised

A red vehicle flies up and Spider-Man lands on it. The driver cries out in terror. Spider-Man looks inside and is marveled at a planet where apes drive SUVs.

Spider-Man lips off and leaps onto other vehicles. He notes that the drivers are a fish girl, monkey woman, and giraffe guy. He leaps into the fog as the Knights fire upon him. He wonders if this is the Manhattan Island of Doctor Moreau.

Down at the very bottom of the buildings, humans wander about as an alarm blares.

Finding the human locals

Spider-Man escapes the clouds and sees the street rising towards him. He shoots a web that attaches to a building. He swings away over the crowd causing screams. They look up shocked.

A woman watches him swing past. She screams when Lady Vermin passes close by causing her to drop her cap and groceries. She grabs her cap while the milk pours into the streets.

She puts it back on and stands but screams when the other Knights come. Her cap is blown off again and this time she runs off. People watch her go.

A world full of strange sights

Several humans sit around an abandoned car when Spider-Man leaps down. He apologizes for interrupting and tells them to run.

He looks up and sees Lady Vermin firing at him. She hits a barrel and the car. The other Knights approach.

The human man screams as he is blasted forward. Spider-Man swings away. The man stands as the car erupts in flames behind him. He is shocked when the four Knights buzz over his head.

Shaking things up already

They pursue Spider-Man through the city firing their weapons. As they pass by, people on the streets look up.

Spider-Man lands on a building and looks back, but they keep firing. He crawls away as the store sign breaks off.

Always the hero on any planet

A woman wearing a teddy bear backpack walking by suddenly notices debris falling all around her. She screams as the sign comes towards her. Spider-Man swings down and catches her. He sets her down saying he didn't want anything hurting her. She smiles as he swings off.

As he swings through the city, the Knights follow close behind.

He leaps into a rundown building and wakes a group of humans. They are shocked and he asks if they have room for another roommate.

Odd that no one ever noticed the blue swirl

He runs out of the room and down the hall. He decides to activate stealth mode and turns invisible. He keeps running down the hall.

Lady Vermin hovers down the hall. She looks around but sees nothing. Spider-Man hangs on the ceiling above her, unnoticed. She passes by still looking around.

It apparently works

When she passes, he thinks to himself that she wouldn't leave and leaps down. He notes how stealth mode really heats up the suit and runs off.

He turns off the stealth mode and turns visible. As he rounds a corner, his cape pops out.

Spider-Man shoots a webline and swings out of the building. He lands on the other side and recounts what he has learned so far, that beast people run the city while normal humans live in slums. He jokes that he knows where he is heading.

Just can't shake them

Just then, a nearby blast rocks the building. He looks to see the four Knights approaching and Sir Ram ordering him to surrender.

He decides against it and leaps up crawling along the building. He notes that it is crowded down there for a battle but more room above. He runs up the building into the clouds.

He shoots a webline to a passing vehicle and is pulled along. The Knight rise out of the clouds and follow. Spider-Man lets go and falls to a building.

Wonder why his Spider-Sense didn't tingle

As the two fly, Lady Vermin asks Lady Ursa for an assist and leaps over to her. Ursula pushes her into the air.

Too much for him

Vermin then kicks Spider-Man off the building. He falls and disappears into the clouds. Tyger and Ram rise up carrying Spider-Man. The four fly off into the city.

Spider-Man later wakes up on a lab table. He looks around to see Lady Vermin crouching over him with Lord Tyger and Lady Ursula standing back. Sir Ram puts on rubber gloves and wears a lab coat.

At least Ursula doesn't have a crush on him, she'd crush him

He jokes that in another context, a goat-man dressed like a doctor would be funny. Vermin notes how he has a sense of humor. She rubs his head saying he likes that in a Bestial.

Ram approaches telling her to back off in her enthusiasm. He claims they do not know if this "creature" is a Bestial.

Lord Tyger is Grrrreeeaaat!

Tyger agrees with him, but notes that regardless he is still a valiant warrior. Ram holds a saw-like device to Spider-Man's face then lowers it. He tells them to listen to "Tony."

Ursa steps forward laughing at the jab. She claims he is either really smart or really foolish to make fun of Lord Tyger, who snarls at this.

Suddenly, the monitors activate and an enormous face of a bearded man appears. He demands to know why the mask has not been removed.

High Evolutionary does not want excuses

Ram begs his pardon and explains that the mask is a technology he does not know of. He reassures him that he should be able to get through with his saw-like device, holding it up, to get a DNA sample.

The mysterious man agrees. Ram activates the device.

Cliffhanger ending

Spider-Man freaks out at hearing this. He looks around at the Knights who look at him in interest, though Ursula yawns. Ram comes in closer. Spider-Man claims he bites his fingernails and asks if they want one.



"This is Lisa, live at the Cape. Colonel John Jameson to make a statement."

-Lisa, first line of series

"Six months ago, through use of an advanced warp drive engine, the unmanned probe Alida projected itself to the far side of the sun. There, Alida discovered an exact duplicate of our world. The Counter-Earth. Then, as you know, Alida sent back this troubling final footage of its own demise. Due to Alida's destruction, many have questioned the wisdom of risking a manned mission to the Counter-Earth. But this act of aggression by the people of Counter-Earth demands investigation."

-John Jameson, first lines

"That's my son. Hear that, Parker? I've always said John was a hero, haven't I?"
"You sure have, Jonah. About fifty times in the past hour."
"That boy's presidential timber."

-J. Jonah Jameson and Peter Parker, first lines

"Spider-Sense, tingling."

-Peter Parker inner monologue

"What could possibly be...Hey, what's up with those guys?" [Sees men become Venom and Carnage] "No! Venom and Carnage! Look like Jameson's gonna have a couple of stowaways. Unless they get their tickets punched by their friendly neighborhood Spider-Man."

-Spider-Man first lines

"That's my boy. Chock-full of the right stuff."

-J. Jonah Jameson

"This is the best day of my...Oh no! Not again! It's always Spider-Man!"

-J. Jonah Jameson

"Hey, you two could never morph like that before. I just may be outgunned here."
"Sorry, webhead. But this flight's booked."
"Nothing's going to stop us from reaching Counter-Earth and the Synobtic."

-Spider-Man, Venom, and Carnage, first lines

"I'm impressed. Snazzy new powers and a vocabulary to match."


"What's that? Something coming from the cargo bay, breaking into the cockpit!"

-John Jameson and J. Jonah Jameson

"Hold it Spider-Man."
"Sorry gentlemen, I don't do surrender."

-Soldiers and Spider-Man

"Great, just great. As usual, something goes wrong and look who everybody blames."


"But this time, he's gone too far. My paper is prepared to pay ten million dollars to anyone who can identify Spider-Man or aid in his capture."
"Ten million? For that kind of money I'm tempted to turn myself in."

-J. Jonah Jameson and Peter Parker inner monologue

"Hold it right there, murderer. You're not going anyplace. For all we know this fire is your doing."
"You're blaming me!? After all the times I've risked my life for this stinking city, this is the thanks I get!?"

-Firefighter and Spider-Man

"Then he lunged at me. And I don't mind saying I thought my hour was at hand. But the building collapsed on him and saved my life."


"I was so worried, Peter. I've been so worried for so long. And when it seemed like it finally happened...Oh, Tiger. I thought I'd lost you."

-Mary Jane Watson, first lines

"Last night brought a seeming end to troubled career of the controversial masked adventurer known as Spider-Man."
"I hope so."

-Reporter and Mary Jane Watson

"What's wrong, Peter?"
"I don't know what to do. All these years I've been two people instead of just one. Being Spider-Man, trying to do right, sometimes I think it was all that defined me."
"There are lots of people who fight the good fight without it turning into a costumed slugfest. Peter Parker can be as important to the world as Spider-Man ever was. If you'll let him."

-Mary Jane Watson, last lines, and Peter Parker

"Repeat, I am on Counter-Earth. The situation is desperate. The creatures are...I can't do it alone. If they're not stopped here Earth may be next."

-John Jameson

"Jameson's still alive! This time, if Spider-Man can't help him maybe Peter Parker can."

-Peter Parker

"Guess it's time for the world to get acquainted with the all new, all improved Spider-Man! This year's fully loaded model features nanotechnology, discreetly borrowed from the lab of Reed Richards. This scientific marvel features billions of microscopic robots working in harmony to make one spiffy set of duds. Complete with optional anti-symbiote devices."


"Hold it right there, Spider-Man. If you really are Spider-Man."
"Don't try to stop me, Fury."
"I said 'Hold it,' webslinger. I promise my next shot won't miss."
"Listen, Fury. Jameson's rescue is my responsibility. I'm the only one who can bring him home. It's the only way to clear my name."
"Sure you know how to drive this thing? What're you waiting for? If anyone can pull this off, it's Spider-Man."

-Nick Fury, only lines, and Spider-Man

"Listen up, world. This is Spider-Man on my way to Counter-Earth to save John Jameson and clear my good name." [Inner monologue] "Now to cover Peter Parker's tracks." [Uncovers mouth] "And I'm going with him. Peter Parker. After all, what newspaper man can turn down an opportunity like this." [Inner monologue] "Buy this, and I've got some Florida swampland I'd love to sell them."


"Remember what Uncle Ben said, MJ. 'With great power comes great responsibility'."


"Sorry, MJ. You know I had to try."


"Surrender, by order of Lord Tiger and the High Evolutionary."
"And everything was going so well until now."

-Machine Men, first line, and Spider-Man

"Gonna have to do better than that to nail your friendly interplanetary Spider-Man."


"Wait, he calls himself Spider-Man. Perhaps he is a Bestial. Leave him to us."

-Lord Tiger, first line

"Now what? The Four Horsemen of the Ridiculous?"


"Tis folly to continue this flight, Spider-Man. Know you not that no one escapes us?"
"Holy moly! Who...What are you guys?"
"We are the Knights of Knights of Wundagore. I am known to all as Lord Tiger. This is the mighty warrior Ursula."
"I grow impatient with all this talking, my lord."
"This beauty among beauties is Lady Vermin."
"We should not do battle, stranger. For you are most fair to Lady Vermin's eyes."
"And you are most rat-like to mine own."
"And finally, this proud knight is Sir Ram."
"Know you, Spider-Creature, that we are the Knights of Wundagore. Clinic protectionaries most quiescent of the High Evolutionary himself."
"Spider-Creature? This from a goat in knights clothing. Well, I'm sorry to disappoint you and the rest of Old Macdonald's farm but to paraphrase John Paul Jones, I have not yet begun to flee."

-Spider-Man, Lord Tiger, Lady Ursula, Lady Vermin, and Sir Ram, first lines

"Man, a planet where apes drive SUVs?"


"What have we learned today? Beast people are in charge and normal people live in overpopulated slums. I have a hunch I know where I'm headed."


"Uh oh. You know, in another context the idea of a goat-man dressed like a doctor might be amusing."
"In truth, he has a sense of humor. I like that in a Bestial."
"I would curb my ardor were I you, Lady Vermin. We know not if this creature is in fact one of us!"
"Aye, Sir Ram. But be he human or Bestial, tis certain that he is a valiant warrior."
"Listen to Tony here, he's greeaat!"
"Ha! An excellent jab. Truly, you are either most brave or most foolhardy to make sport of Lord Tiger."

-Spider-Man, Lady Vermin, Sir Ram, Lord Tiger, and Lady Ursula

"Why have you not removed his mask?"
"Pardon, excellency. It is of a technology unknown to me. But I should be able to pierce it this device and obtain a DNA sample."
"Very well. Proceed."
"A DNA sample! Hold it, hold it! I bite my nails. How about a nice piece of fingernail?"

-High Evolutionary, first lines, Sir Ram, and Spider-Man


  • Jameson says his son is full of the "right stuff." The Right Stuff is a book and Oscar winning film about test pilots.
  • During the opening credits, the symbol of an atom appears behind the spider.
  • The font for the word "Spider-Man" in the title shot is the same as the title shot for Spider-Man. Though "Unlimited" is different.
  • When Jameson is on television, there is a Jewish man wearing a kippah in front of Peter.
  • Mary Jane has a painting of a tree next to the door.
An X-Men reference?
  • The robot in the news footage of Spider-Man's life bears a slight resemblance to the Sentinels.
  • Spider-Man uses technology from Reed Richards that includes anti-symbiote technology. In the comics, the Fantastic Four separated the symbiote from Spider-Man the first time and discovered it was an alien creature.
  • The episode shows Spider-Man punching one of the Machine Men. In Spider-Man, one of the infamous censorship restrictions was that Spider-Man could never punch.
Maybe they're the Counter-Earth equivalent to High Evolutionary's Apocalypse
  • Spider-Man's joke about the Four Horsemen of the Ridiculous could be a reference to the Horsemen of Apocalypse, who rode similar mechanical horse-like things.
  • The Island of Doctor Moreau is a book about a shipwrecked man who discovers an island run by a scientist who creates animal-human hybrids. It is the basic inspiration for the series.
  • The milk the woman drops is named MooJc.
  • The presence of cow's milk would indicate that there are still non-Bestial animals on Counter-Earth.
  • Since Spider-Man's new suit was developed by Reed Richards, then Stealth Mode is likely an attempt to duplicate the powers of his wife Susan.


  • No one stays that close to the shuttle as it launches as the people do at the beginning.
  • How is there footage of Alida?
Mutant or bad coloring?
  • There is a blue photographer in the crowd, though it's possible he's a mutant.
  • No shuttle would launch with just one person, and there is no mention of any crew besides John. Even worse, they are sending him alone to a world that has already been hostile.
  • The opening credits show a small mushroom cloud on Peter's hand that makes no sense.
  • In "The Alien Costume, Part Three", the sound from the launch of a space probe is what separated the symbiote from Eddie. Here, both Venom and Carnage are unaffected.
  • Spider-Man's webbing would never be able to catch up to the shuttle, especially since it had completely left the launch pad.
  • Spider-Man has trouble staying on the shuttle when he first lands, but appears to have no issues while fighting Venom and Carnage.
  • In reality, it takes a shuttle a little over thirty seconds to leave the atmosphere. The episode takes much longer.
Forget the laws of physics
  • Spider-Man has no leverage with which to flip Venom.
  • Venom and Carnage seep into the shuttle right next to Spider-Man. In the next shot they are elsewhere moving towards him to then strike.
  • While gliding from the shuttle, Spider-Man disappears into a cloud then appears from the side of the frame in front of the cloud.
  • Jameson has no proof that Spider-Man did anything to the shuttle, so to the public it should just be another in a long line of smearing. Additionally, the first manned shuttle to another planet would undoubtedly get lots of coverage so there must be some footage of the symbiotes on the shuttle.
They had one job and they skipped it to punish an innocent man
  • The firefighters are ignoring their duty to stop the blaze to stop someone who just saved a woman and baby. Worse yet, later the building is completely destroyed.
  • The reporter used the firefighter footage to demonstrate people remembering him as a hero. However, the firefighter claimed Spider-Man was attacking him and only stopped when the building collapsed on him.
  • While fighting Fury, Spider-Man's cape ignores the laws of gravity.
  • Where is the crew of the shuttle that is supposed to rescue John?
  • When Spider-Man types at the controls of the shuttle, there is no keyboard.
  • Space shuttles don't have a steering wheel.
  • Just after Spider-Man flies through the warp ring there is a single frame of one of the Earths with the moon. It then cuts to Counter-Earth and the sun, but looks completely different.
One is pushing the shuttle forward and the other is pushing it backwards
  • Solaris Two's rear rockets are firing at the same time as the retrorockets, essentially canceling each other out.
  • Sure Spider-Man was in a hurry, but grabbing Mary Jane's photo would have taken very little time.


  • John Jameson's first appearance since "The Alien Costume, Part Three". He would become a major character in this series.
  • Only appearance of J. Jonah Jameson on the series and his last in the Marvel Animated Universe.
  • Only appearance of the original costume in this series and the last in the Marvel Animated Universe.
New look and new powers
  • Venom and Carnage are shown to have been released from Dormammu's dimension being trapped in "Carnage", though it is unknown just how they did it.
  • Jameson offers a reward for the capture of Spider-Man just as he did in "The Alien Costume, Part One". That episode also had John's shuttle suffer an accident caused by Venom.
  • Only appearance of Mary Jane in this series and her last in the Marvel Animated Universe.
  • Mary Jane is seen dating Peter and knowing about his alter ego. Mary Jane disappeared in Spider-Man's "Turning Point" but Madame Web took Peter to find her at the end of "Farewell, Spider-Man". This would also imply a long period of time between the two series.
Octavius also got a new look
  • Only appearance of Doctor Octopus in this series and his last in the Marvel Animated Universe.
  • Only appearance of a Sentinel, possibly, in this series and its last in the Marvel Animated Universe.
  • Spider-Man gets a brand new suit, which he would wear for the remainder of his appearances.
  • Only mention of Mister Fantastic/Reed Richards in this series and his last in the Marvel Animated Universe. He was last seen in the Spider-Man episode "Doom".
Yet another random cameo
  • Only appearance of Nick Fury in this series and his last in the Marvel Animated Universe.
  • First appearance of the ape Bestial, who would be a recurring background character constantly caught in the path of Spider-Man's adventures.
  • High Evolutionary first appears as an outline of his face, similar to Uatu's first appearance in "The Origin of the Silver Surfer, Part One".


Main Actor Role(s)
Rino Romano Spider-Man/Peter Parker
Michael Donovan Carnage
Brian Drummond Venom
Additional Voices
Mark Gibbon Nick Fury
Ron Halder Sir Ram
Jennifer Hale Mary Jane Watson
Lady Vermin
Richard Newman J. Jonah Jameson
High Evolutionary
Additional Voices
John Payne John Jameson
Tasha Simms Lady Ursula
David Sobolov Lord Tyger
Dale Wilson Machine Men
Additional Voices
Kathleen Barr
Paul Dobson
Additional Voices

This is Jennifer Hale's only work as Mary Jane Watson. On Spider-Man, she played Mary Jane's primary rival for Peter's affection Felicia Hardy.


Batman Beyond also featured this Metropolis-style city

The series was created in part as a response to the popularity of the comic series Spider-Man 2099 as well as the popular animated show Batman Beyond, which was itself influenced by the works of Marvel 2099. The Spider-Man costume was influenced by the Miguel O'Hara Spider-Man look, though not exactly, while Venom and Carnage's new powers were based on Venom 2099.

Spider-Man Unlimited was not meant as a direct sequel to Spider-Man as the cast, crew, and animation are completely different. However, the series did include several references, including the use of the earlier series' theme song, creating enough ties to constitute a loose sequel.

Additionally, a series producer stated in an interview prior to the debut of Spider-Man Unlimited that if viewers were to attempt to fit it into the earlier series' timeline, it would probably fall between the episodes "The Lizard King" and "The Prowler", specifically the period where Peter Parker and Mary Jane were engaged.

A unique feature to this series, it featured picture-in-picture frames to imitate the comics.

Both this and the second episode were adapted into Spider-Man Unlimited #1.


The look of the original costume is one of the few bright spots in this series

"Stu" of Marvel Animation Age noted that with the end of Spider-Man everything that Marvel had on television was over and they needed to green-light another series. However, he thought that what they did approve was "really, really retarded." He pointed out how they wanted to bring Spider-Man back to Fox Kids, but instead of ordering more episodes of Spider-Man they made this new show. However, since the film was approved most of the Spider-Man characters were off limits forcing the show to use original characters. He claimed the series was originally an adaptation of Spider-Man 2099 and evolved into this series. He did praise the look of the regular Spider-Man outfit seen at first, though did complain about the yellow eyes. He did think that it looked odd in animation, seemingly moving too slow, but claimed he was staged well enough to make it watchable. He did think that the highlight of the entire series was using the Joe Perry theme song when Peter changed, but the series went downhill after that. He thought Spider-Man's fake death was stupid, as there would obviously be a body to find under the debris. He thought the same of Spider-Man explaining he is going and Peter is "following him" as an alibi. He noted how they were essentially the same voice and someone would have to be deaf to not know they are the same. "Now, if you're reading this, you're probably more than aware that I love Spider-Man cartoons. Whether it's the cheesy 60's show, the excellent 90's cartoons or the recent 3D series, I enjoy them all in one form or another. After watching one episode of this, I didn't really want to see it again. It started off promising, and fell, and it fell so fast. Spider-Man: Unlimited is truly a dark period for Spider-Man fans."

The episode has an 8.5 on and 6.9 on the Internet Movie Database.

External Links