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This article is written from the Real World perspective Real World.jpg
Worlds Apart Part Two.jpg
Series Spider-Man Unlimited
Release Date October 9, 1999
Season Number 2 of 13
Episode Number 2 of 13
Story Arc Worlds Apart
Story Arc Number 2 of 2
Writer Michael Reaves
Will Meugniot
Director Patrick Archibald
73 images

Spider-Man learns the history of Counter-Earth and the secrets of the overlord High Evolutionary. He then becomes embroiled in a conflict between the ruling bestial class and a human resistance group led by John Jameson. However, things become even more complicated when Venom and Carnage rear their ugly heads with their own agenda.


Following the previous episode...

Spider-Man lays on the medical table surrounded by the Knights of Wundagore. Sir Ram comes in close with his saw-like tool while Lady Ursula yawns. Lord Tyger and Lady Vermin stand nearby.

The face on the screen tells Ram to proceed. He claims that science needs to learn more about his person who is neither human, beast, or Bestial.

Hero meeting the villain

Spider-Man address High Evolutionary asking if he could just explain who he is over tea and crumpets. He starts struggling against his arm restraint.

As Ram closes in, High Evolutionary notes he is perceptive. He explains that he is not native to this world. Like Spider-Man, he came to Counter-Earth on a quest.

He flashes back to his shuttle approaching the planet. He was seeking utopia. The ship entered the planet's atmosphere.

It landed and High Evolutionary looked out having taken the helmet off his suit. He wanted a world free from the problems that had plagued his life.

More of the same

However, he found only the same. He saw men in armor with rifles as planes flew by. They looked out upon a city in flames. High Evolutionary points out that they too were plagued by greed, selfishness, violence, and hatred.

Calling them human diseases, he came to a realization. In order to have his paradise, he would have to create it himself. He turned away from the men.

Later, High Evolutionary stood over a device that was swirling some liquid while he examines it through a microscope. He explains that it took decades and countless experiments and failures but at last his society is nearing completion.

Man creating New Man

He stood behind glass while a tiger roared in a room. Devices moved closer and shocked it. The animal then turned into Lord Tyger.

In the present, he tells Spider-Man to look upon his works. The Knights watch their creator. He points out the great cities and spires of technology.

He thinks about the city with the clouds rolling through as vehicles fly by.

Creating his utopia

They are populated by noble creatures. On the streets, the bestials mull about. A fish woman talks with a goat woman. A lizard child looks out. A bear girl talks with a hawk man. A turtle man looks out.

High Evolutionary calls them his New Men. He claims they are faster and stronger than humans as well as free of the weaknesses from the primitive human mind.

He again thinks about his city. He claims that every brick, circuit, and cell are there because of him.

Villains love to explain their plan before killing the hero

All except for Spider-Man. The wallcrawler looks at the planet's overlord. He calls the hero an unknown variable introduced into his grand experiment. He will now allow this.

High Evolutionary orders Sir Ram to continue. He agrees and restarts his saw device. He approaches calling it an opportunity to prove his nobility and courage through his endurance.

A hero in his own mind doubting his actions

Lord Tyger pipes up saying that Spider-Man's actions have been consistently noble and courageous. He turns wondering if the same could be said of them.

As the saw nears his head, Spider-Man says to himself that they are nuts. He realizes that if he doesn't do anything he will be turned into cutlets. He struggles against the restraints and shatters them.

Not as hard to escape as he thought

Spider-Man grabs the saw and pushes Ram back into Ursa and Tyger. He smacks Lady Vermin across the face knocking her back. He leaps onto a machine saying he is not Guinea Pig-Man.

Tyger and Ursula step forward. High Evolutionary orders them to stop him and he must not escape alive. Ram and Vermin look on.

Elsewhere, Spider-Man bursts through a door. He leaps onto a wall and crawls away. Tiger and Ursa leave the door and fire at him.

Spider-Man runs down the hall and leaps onto a wall crawling away. The Knights continue to pursue and fire.

Out of the frying pan and into the fire

Outside, three humans fire as the robots approach forcing them back. The machines close in when Spider-Man bursts onto the roof. The woman says he must be Spider-Man.

Spider-Man lifts the remains of the circular door and tosses it. It hits the approaching robots and they explode.

Strange allies

The woman turns to him saying they were sent to rescue him. Spider-Man says that now would be a good time. He grabs her arm and pulls her away as the Knights approach.

They run around the corner. A man with an English accent tells him to be grateful since they are risking their lives for him. He fires back at them with his rifle. He asks for gratitude.

As they ready themselves behind the building, Spider-Man tells them to start Plan B. He then asks if they have a Plan B.

Each got their own tricks

The English man tells him not to worry and pulls out a small bomb out of his coat. He claims it will "knock the wind out of their sails." He snaps his fingers and the fuse lights.

He steps around the corner and throws it at the approaching Knights. Tigers says it is Bromely and orders the others to take cover.

Bromely tells them to leave immediately. The group then races over to a floating truck on the edge. They climb in while being fired upon. Spider-Man and the woman help Bromley climb in while the man in bandages drives away.

That little thing packed quite a bunch

They fly away from the massive building, which is rocked by explosions. The truck is pelted with debris. The woman shields herself while Spider-Man creates a large web shield.

The woman berates Bromely for saying she ordered a mild explosion. He smiles saying it was mild compared to what he could have done. She grabs him saying she also wanted plenty of time to escape. He said they did, eight point seven seconds worth to spare. He jokes that she is losing her sense of drama.

It's about presentation

Spider-Man interrupts and points back. They see the Knights on their flying vehicles chasing and shooting at them. He turns and asks if their ride can go any faster. They see the Knights followed by more robots.

The city itself is quiet until explosions from the battle damage the buildings. The Knights continue firing as the truck tries to evade.

The woman tells the driver to put the thing on the deck. She claims that the sooner they get to The Basement the sooner they can lose them.

The driver pushes down and the truck makes a steep descent. The Knights and robots follow. They continue firing as it descends into the clouds.

The people don't seem all that surprised

People walk on the streets. They are shocked when the battle races overhead.

The truck does a barrel roll while evading. Tiger takes the lead of the pursuers while a robot flies next to him firing.

Bromely and the woman duck as they are attacked and shoot back.

A truck flies out between the buildings behind the battle. A robot is blasted by and into the truck. The driver spills his coffee and screams when he hits the robot.

A few tricks up their sleeves

The woman pulls out a knife and throws it. Ram prepares to fire his gun when the knight lodges itself in it and he looks down at the disabled weapon. Spider-Man compliments her throw and asks to meet the Wizard so he can go back to Kansas.

Bromely speaks up that he's already met him, the High Evolutionary. He says High Evolutionary is the one responsible for all this. The woman explains that fifty years ago he came, created the beastials, and turned the humans into the dregs of society. She claims no one knows why.

The Knights continue their pursuit and fire.

Right on their tail

Spider-Man asks about the "refugees" from the toy store. She explains that the Knights are High Evolutionary's elite team. They deal only with the most dangerous and important threats. She asks if he feels honored.

They are fired on. Spider-Man looks and sees a robot closing in. He fires his weblines that turn into a net ensnaring it. The robot crashes into a building.

The building begins to collapse. Debris falls into the street.

Spider-Man asks if the Knights are the elite guards then who are the robots. She explains that the Machine Men are the Knights' enforcers.

They see the robots and the Knights flying through the crumbling building. However, one Machine Man dodges debris causing it to fly into a building exploding.

A lot of flames for one machine

Tyger sees the falling robot and tells the others to look out. He, Ursula, and Ram dodge out of the way.

Tyger stops and activates the screen on his vehicle contacting Vermin. He orders her to continue the pursuit. She agrees.

Vermin flies down into the clouds.

Tyger looks at Ursula who looks at Ram when he flies next to her. They all fly down.

The truck reaches the bottom. It lands and they all get out. Spider-Man jokes that he will never sneer at the Coney Island roller coaster again.

Not the first questionable fashion choice he's made

The woman compliments his moves during the battle, for a guy who dresses like a bug. He jokes that women don't usually insult his fashion until the third date.

He always ends up in the sewers

Bromely and the bandaged man lift up a manhole cover. One by one they both jump down. The woman jokes that she hopes Spider-Man's suit doesn't stain.

They walk over and he jokes that he wants to meet a woman living in a penthouse. Spider-Man crawls inside.

Unbeknownst to them, Vermin hides on a building high up watching them. She crawls down the building to the empty street.

A not so clever hiding spot

She activates a device on her wrists contacting Tyger. His face appear and she explains that High Evolutionary's plan is working. The rebels are leading them right to their base. She claims they will soon after them.

Meanwhile, the four wander through the sewers. Bromley leads the way using a flashlight.

Spider-Man asks where they are going. The woman says it is the headquarters of the Human Revolution. She explains that someone there wants to meet him.

Spider-Man thinks to himself that he thought he came to the planet through a space warp. Instead it feels like a looking-glass. The group approaches the end of the sewer.

Entering the club house

Spider-Man looks around wondering what to do now. Suddenly, a light passes over the four. The woman explains they are being scanned.

Vermin hides behind the corner. She radios Tyger saying she found the entrance. He compliments her saying they will join her.

Suddenly, High Evolutionary cuts in ordering him to stand down. She tells Vermin to continue her reconnaissance.

Not pleased to be usurped

Out in the streets, Tyger starts to argue. High Evolutionary claims that his presence is no longer needed. Tyger snarls as High Evolutionary explains he is sending in a team of specialists to deal with Spider-Man.

Somewhere below the city, the door opens allowing Spider-Man and the others in. He looks around seeing the secret headquarters. He looks at the enormous room. He wonders why he doesn't get his own secret headquarters and walks in.

He looks around complimenting the area. He then jokes that it could use some track lighting, plants, and maybe a throw rug. The woman walks up saying that few outside the inner circle have seen the place lived.

The tables have turned

Just then, several humans with guns approach and point them at Spider-Man. He turns around to see the bandaged man pointing his gun at him. He looks and sees the woman pointing hers at him as well.

Pay attention to the man behind the curtain

A voice calls out that he had better be able to prove he is the real Spider-Man. Behind the guards, a man steps out of the shadows revealing John Jameson.

Meanwhile, the docks are quiet. However, something moves under the water towards the shore. Two police officers stand guard. One asks the others what he thinks the shape is. The other is willing to bet his designer jeans that it's human smuggling wetware or ships.

Something mysterious

The shape moves under the dock. The two guards move to check it out.

They break the locked door to enter the boat house. They walk in towards the bubbling in the water.

Something emerges

Suddenly, a large yellow submarine surfaces. The hatch on the top opens. The two guards step back in shock. One wonders if they should call in the Machine Men.

Two black shapes with white eyes forms out of the hatch. The guards turn to run. One of the shapes shoots itself out after them.

Wrong place, wrong time

It closes the door. The guards run towards it screaming but it shuts before they get there. They turn and see Venom and Carnage forming before them.

One of the guards orders them to stay back. However, they are both shaking in fear.

Carnage steps forward saying they cannot leave without their door prize. He pulls two tendrils off his stomach.

The guards try to run but Carnage puts the tendrils to their necks and they freeze. Venom notes that this isn't so bad. The guards stand in place, their faces blank.

Raising an army

Suddenly, the tendrils expand all over their chests destroying their shirts. Their eyes go white and they turn around. Venom explains they have no more fear or pain. They just have a desire to do what the Synoptic tells them to.

Carnage claims that was fun, but over too soon. He cannot wait until he spreads more spores and unleash the power of the Synobtic.

Venom tells him to relax since they have a job to do. He reminds him that High Evolutionary wants them to capture Spider-Man. Carnage dismisses it not wanting to waste their time on a cheap Counter-Earth knockoff.

There could be Counter-Earth versions of everyone

Venom agrees, but wonders if this is "The Real McCoy." He states that Spider-Man is the only real threat to their plans. Once the wallcrawler is out of the way, they can help Counter-Earth join the Synobtic.

Carnage states that High Evolutionary won't suspect a thing until it's too late. He then laughs maniacally.

There are better tests John could perform

Back in the headquarters, Spider-Man calls out to John quoting Henry Morton Stanley. John states that his identity isn't in question. He grabs the woman's gun pointing it at the hero. He says that Spider-Man's identity is.

He's got the moves

He claims that if he is Spider-Man he should be able to dodge that weapon. John fires and Spider-Man leaps up out of the way. He lands on the doorway saying he cannot believe this.

He leaps over the rebels saying he risked his life coming from their planet this one one just to save him. He becomes angry at having prove who he is.

John notes that he moves like Spider-Man, but with the new costume he had to be sure. Spider-Man claims he is just as bad as his father.

John decides to ask who the "punk" photographer is who always gets pictures of him for The Daily Bugle. Spider-Man thinks about this for a second and tells him Peter Parker.

Being friendly again

John points the gun at his face then lowers it welcoming him. The other rebels lower theirs. He explains he had to be sure. Spider-Man responds that at least he didn't try to drill for DNA like the Knights.

Just then, ropes drop down and the Synobtic-controlled bestials slide down. John and the others are shocked when they are fired upon.

They look up to see the room swarming with bestials. John cries out that it's High Evolutionary's enforcers. The bestials drop to the ground and the rebels fire back. One bestial is shot and falls to the ground.

John ducks to the ground. The woman claims Spider-Man led them there as it's the only explanation. Spider-Man retorts that she led him there.


The room fills with more bestials entering. Spider-Man continues to say that it doesn't matter anymore.

More and more bestials drop down firing. One of the guards from the docks roars at them. They drop to the ground and the rebels run to meet them. Spider-Man leaps forward.

From astronaut to action hero

A bestial kicks a human down and jumps past him. John jumps up kicking two bestials back.

Still more bestials drop down from the ceiling, swarming the catwalks. The rebels start fighting hand to hand. One bestial is knocked back against a vat.

It's chaos as rebels fire into the air, bestials drop down, and everyone fights on the ground.

Another player on the field

High above, Vermin runs along the catwalks. She then leaps down among the fray and looks around. She leaps up and lands on top of John.

Spider-Man shoots a web and snags her. He pulls her back saying it's impolite to drop in unannounced. She slashes the web freeing herself and runs.

She pushes off a vat and tackles him to the ground. She smiles and grabs his head. She tells him not to lecture a Knight on etiquette. She pulls his face in closer and opens her mouth revealing her fangs.

The beginning of something strange

Vermin kisses him on the mouth through the mask. Spider-Man pushes her off into the air. He becomes disgusted at being kissed by a rat.

Vermin lands saying she was always falling for guys who could stick to walls. She leaps away leaving him scratching his head.

However, he is then shoved aside by a bestial.

The bandaged man sees three bestials approaching him through his sunglasses. They are shocked when suddenly the bandages worm their way out of the clothes and through a floor grate.

Things are getting stranger by the minute

The bandages move underneath them and reform into the man behind them. He lifts the grate pushing them aside. He watches the three struggle against the grate.

Another familiar face

Spider-Man leaps off equipment while being fired on. He looks around when Venom forms behind him. Venom towers over his rival sensing that he is the real Spider-Man.

Venom's stomach reaches out ensnaring Spider-Man. He says they missed him. Spider-Man tries to roll away but is covered in more symbiote. He says they want Spider-Man back as part of them. The symbiote covers his head.

The rules have changed

The woman throws a bestial aside. She looks around when Carnage rises above her. He forms and roars.

She pulls out her knife and throws it. However, it simply passes through the symbiote and sticks itself on the other side.

Carnage laughs and approaches her. Bromely runs forward and throws a bomb. Carnage catches the device in his mouth. He yanks the woman back.

The bomb goes off blowing open Carnage's stomach. However, Carnage still towers over them screaming. He moves towards them but is shot through the stomach from behind.

Durable villains

Carnage looks down, John aiming his gun at him through the hole. He crouches over and sees John. His upper body slithers through the hole and he reforms himself after. He claims that adding John to the Synobtic would make his day.

He approaches John who backs away firing his gun. He hits dead on but Carnage continues unaffected. Behind him, the battle rages on.

Meanwhile Venom has nearly ensnared Spider-Man completely. Spider-Man struggles and Venom orders him to yield. He claims they will merge and be one as it always should have been.

Spider-Man breaks his head out telling him to stop. He jokes that he's got a new sound for them and turns on his sonics.

Anti-symbiote defenses

Suddenly, his suit emits a screeching noise. Venom cries out in pain. Spider-Man breaks free from Venom's grasp.

As Carnage approaches John, he too is caught in the sound blast. He starts screaming in pain.

Fleeing with their tales between their legs

Spider-Man watches as the two symbiotes turn to blobs and slither away. The rebels get out of the way of the symbiotes. The two crawl into a drain and disappear.

Spider-Man turns the sonics off. As it dies down, the symbiote-controlled bestials become free from the spores but collapse.

The rebels watch as they all drop and become unconscious. The spores slither away.

She who fights and runs away lives to fight another day

Behind Spider-Man and John, Vermin looks around. The two men turn to see her leap up to the catwalks and disappear.

John orders the rebels to lock up the bestials immediately, not knowing how long they'll be unconscious. The rebels grab the bestials and carry them away.

Later, John thanks Spider-Man as the woman approaches. She claims that it's amazing since they never defeated High Evolutionary's forces so quickly.

Killing a few doesn't solve the problem

In their cage, the bestials look up at their human captors.

Spider-Man asks if she thinks that was easy. He looks at the drain. He points out how if he led Venom and Carnage there then he wouldn't be the one who drove them away.

The woman agrees, and notes that they did not have time to tag him when he arrived. Spider-Man wonders what she means.

John interrupts saying they have more important things to worry about now. He shoulders his gun while picking up another. Spider-Man asks what the plan is.

Quite a turn for him

He cocks the gun saying to get rid of them. He aims the gun at the prisoners.

Spider-Man stops him asking if he's overreacting. He says they can't just kill the prisoners. John tells him to "watch me."

Spider-Man cries out that they're innocent. He points out that the symbiotes were controlling them. John aims the gun claiming that being bestial is enough.

Spider-Man is now having to fight prejudice

Bromely approaches agreeing with John. He claims that the bestials have done terrible things to humans. Spider-Man retorts that that isn't the issue.

He explains that if he kills them in cold blood he is no better than the rebels claim they are. The prisoners look scared.

John points out that they know their location. He claims that if they're let go then the base will be compromised. Spider-Man points out that it already is. He reminds John that Vermin, Venom, and Carnage all got away. Unless they can keep a secret, it's time to go anyways.

John lowers his gun relenting that Spider-Man won. He orders them to hold the prisoners until they move their gear.

The taller man is being the bigger man

Bromely runs up getting in his face asking if he's crazy. John replies that Spider-Man is right and he will not kill needlessly, even if it is to spare bestials.

Bromely turns saying he will do it and aims his guns at them. John orders him down. He claims it's time to move on anyways.

Some obvious set-up for a future explored backstory

Bromely storms past the woman and Spider-Man. The hero suggests that someone keep an eye on him, pointing out that someone wound that tight and a coat full of explosives is dangerous. They watch Bromely climb the ladder out of there.

The woman turns to Spider-Man claiming that if he know what High Evolutionary had done to his family he may understand, and maybe condone his actions. She walks away and Spider-Man thinks to MJ that maybe going there wasn't such a good idea.

All this way for nothing

Later, Spider-Man, John, and the woman stand on top of a building looking out over the city. The webslinger is mad that John isn't coming back to Earth with him. He points out he came there to save him.

John appreciates the effort but claims he has a job to do there. He turns to Spider-Man refusing to go back until the humans are free from High Evolutionary's oppression. Spider-Man claims he's like a textbook for Trotsky. John is sorry he thinks so.

A man with a mission

John claims it's a moot point anyways. He explains that when he landed the Knights confiscated Solaris One. He barely managed to escape and hook up with the underground.

He points out that Spider-Man explained that Solaris Two was wrecked. Spider-Man understands.

John asks the woman what their status is. She explains that the last of the rebels got out safely. When they find a new headquarters they will contact them.

John looks out over the city saying it was a bad setback. He claims that if Spider-Man joins them then it will not have been in vain. She points out that he's the only untagged human in the city, making him a great help.

Spider-Man once again asks about tags, saying she said something the previous night. He wonders what it means, and asks if he needs shots.

Spider-Man is suddenly a valuable piece in the game

She explains that every human is tagged with a subdural chip. It allows the High Evolutionary's forces to keep track of them. John says that even they have them. He claims they use a jamming device that works most of the time.

She points out that Spider-Man is not tagged. She claims he could be the pivotal piece in the war. She asks if he will help.

He still has a world back home to save

Spider-Man turns away saying he only came to save John-Boy, not storm some Counter-Earth Bastille. He claims that this isn't his planet.

She and John look at each other. He gets angry saying that maybe his father was right. He claims he is a coward hiding behind a dime store mask.

Spider-Man turns pointing out that he has the nerve to call him a coward after what they went through. He gets in John's face telling him to reconsider.

Bringing the testosterone levels down a notch

She gets between them saying she thought he might feel this way. She hands him a duffel bag full of clothes and money. She claims this will help him get a better look at their world.

She continues saying that after he does Spider-Man will want to join them. He grabs the bag and thanks her. She touches his shoulder telling him good luck. She tells him to call and there's a contact number sewn into the jacket's hem.

Spider-Man walks to the ledge and leaps up. As he swings away, John claims he will realize he is right and to keep in touch. Spider-Man agrees with the "flyboy" and won't go home without him.

Two days later in the Basement, kids are playing baseball in the streets. A truck passes by. The girl throws the baseball and the kid whacks it.

Yet another new character introduced

Two boys run to catch it when a Machine Man approaches. He stops and shies away from the robot. Suddenly, it is hit by a passing car.

It falls to the ground near the kids. It sits up as one kid approaches, it's body sparking. It sees the child and claims he is a danger and an enemy.

Wrong target

It raises its hand and prepares to fire. The kid cries out telling it to stay away. It leans over saying it has the target acquired.

Peter Parker walks out of an alley and sees the commotion. He runs forward and tackles the robot away.

And yet another character introduced

A woman looking out her window cries out to the boy, Shane. She sees Peter attacking the robot and runs out.

Peter rips out cables from the robot's neck. It stands knocking him back. It stands saying it must eliminate its target. The woman runs out and hugs Shane.

It approaches once more saying it must eliminate. Peter once again tackles the robot. It falls to the ground as the woman watches.

It looks up before powering down for good.

Helping each other out

Peter looks at his burnt hands. The woman thanks him for saving her son's life. She notices his hands and claims she is a doctor. He tells him to come in so she can treat the burns.

They all look at the smoking heap of robot and walk in.

Have to stick together

Later, Peter looks at his bandaged hands. She tells him to leave the bandages on for at least a week. He thanks her and claims it won't take that long since he's a fast healer.

He stands and puts on his coat. She walks over to her son saying that if there's anything she can do for him to ask. She introduces herself as Naoko Yamada-Jones. She formally introduces him to Shane.

He could use another favor

Peter says he could use a place to stay until he gets on his feet again. Shane says that the place belongs to his mother and there's a room for rent. He asks her if he can have it and begs.

Naoko says it's just her luck that her son's life is saved by a transient.

Beggars can't be choosers

Upstairs, Peter looks at the room. Naoko says that it is not much but it is clean and free for two weeks. She tells him to get a job by then.

Naoko and Shane walk out and Peter closes the door. He sets down his backpack and sits on the cot.

Creating his own mission

He looks grim saying that someday and somehow he promises to get back to MJ.


"Listen Mr. Evolutionary, can I call you High for short? Couldn't I just tell you about myself over tea and crumpets? My treat."
"You are most perceptive, Spider-Man, I am not native to this world. Like yourself, I came here on a quest. I sought utopia. An unspoiled paradise free from the petty squabbles that have plagued my existence. But instead of the new Eden I sought, I found only the same. Diseases I have tried to escape. Greed, selfishness, violence, hatred. Human diseases. At last I came to a fateful realization. To have my paradise I would have to build it myself. It has taken decades, countless experiments, countless failures, but at last my perfect society nears completion. Look upon my works, Spider-Man. Great cities, spires of glorious technology rising into the sky. Populated by these noblest of creatures. My bestials. My new men. Stronger, faster, free of the weaknesses of the primitive human mind. Every brick, every circuit, every cell exists here by the grace of my hand. Except, of course, for you, Spider-Man. You are an unknown. An uncontrolled variable introduced into my grand experiment. And that is something I simply cannot allow."

-Spider-Man and High Evolutionary

"Look upon it as a favor, Spider-Man. Through your endurance I grant you the chance to prove your nobility and courage."
"Our foe's actions have been consistently noble and courageous. Would it were possible to say the same of our own."

-Sir Ram and Lord Tyger

"Sorry gang, name's not Guinea Pig-Man. It's Spider-Man!"


"You must be Spider-Man. We were sent here to rescue you."
"Yeah, well now would be a good time for it."

-Karen O'Malley, first lines, and Spider-Man

"Don't give us any grief, old son. We're risking our necks here. Gratitude might be nice."

-Daniel Bromely, first lines

"I said a mild explosion, Bromley. Is that what you call a mild explosion?"
"Well, compared to what else I could do."
"And I said leave plenty of time to get away."
"Current, love. We had eight point seven seconds to spare. You're losing your sense of drama, darling."

-Karen O'Malley and Daniel Bromely

"Now when can I meet the wizard and go back to Kansas?"


"Hoo wee. I'll never sneer at the Coney Island roller coaster again."


"You had some nice moves back there, Spider-Man. For a guy who dresses like a bug."
"Ouch. Usually women don't criticize my fashion at least the third date."

-Karen O'Malley and Spider-Man

"Just once, why can't I meet a woman who lives in a penthouse?"


"How come everyone has a secret headquarters but me?"


"Few people not part of our inner circle have seen this place and lived."
"Which is why you better be able to prove that you're the real Spider-Man. Right now."

-Karen O'Malley and John Jameson

"You can't leave now. Not without your door prize."
"See, it's not so bad. No more fear or pain. Just a desire to do what the Synobtic tells you to do."

-Carnage and Venom

"Dr. Jameson, I presume."
"The question isn't whether or not I'm John Jameson. It's whether or not you're Spider-Man."

-Spider-Man, quoting Sir Henry Morton Stanley, and John Jameson

"Yuck! Kissed by a rat-lady."
"In truth, I was ever one to give my heart to a man who could stick to walls."

-Spider-Man and Lady Vermin

"We can sense it. You are the real Spider-Man. We missed you. We want you back as part of us."


"You and I will merge as one, as it always should have been."


"And now, here's a brand new sound for you and your partner-in-slime."


"What's the plan?"
"We get rid of them."
"Whoa, John-Boy. Aren't we overreacting just a teensy bit here? You can't just kill them."
"Watch me."
"They're innocents! The symbiotes were using them."
"They're beasitals! That's reason enough!"
"He's right, mate. The things they've done to us humans."
"That's not the issue. If you cold-bloodedly kill them, you're no better than you claim they are."
"They know our location. If we let them go, this base will be compromised."
"It's already compromised, John. Lady Vermin escaped, remember? Carnage and Venom got away too. Unless you think they can keep a secret, it's time to clear out of here anyways."
"Okay, Spider-Man. You win."

-Spider-Man, John Jameson, and Daniel Bromely

"Are you bloomin' crazy!? We can't just let 'em go!"
"We can and we will. Spider-Man's right. I won't shed blood needlessly. Even if it is beastial blood."
"Then I'll do it!"
"No. It's time we moved on anyways."

-Daniel Bromely and John Jameson

"I think you guys ought to keep an eye on Old Bromley. Just a hunch, but when you got someone wound that tight who wears a coat full of explosives..."
"If you knew what the High Evolutionary had done to his family you'd understand. And maybe even condone it."
"Maybe coming her wasn't such a good idea after all, MJ."

-Spider-Man and Karen O'Malley

"What do you mean you won't come back with me! I came here to rescue you."
"I appreciate the gesture, webslinger. But I got a job to do here. I'm not going back until I free the humans from the High Evolutionary's oppression."
"You sound like a textbook on Trotsky."
"I'm sorry you think so."

-Spider-Man and John Jameson

"You could be the pivotal piece in this war. Will you help us?"
"Hey, I came here to rescue John-Boy. Not to storm some Counter-Earth Bastille. It's not my planet."
"You know, maybe Dad was right. Maybe you are nothing but a coward hiding behind a dime store mask."
"A coward? You have the nerve to call me that after what we've just been through? I think you might want to reconsider."

-Karen O'Malley, Spider-Man, and John Jameson

"No! Stay away from me!"

-Shane Yamada-Jones, first line

"No! Shane!"

-Naoko Yamada-Jones, first line

"Someday, somehow, I'll get back to you, MJ. That's a promise."

-Peter Parker


  • Counter-Earth has landmasses that look like North and South America.
  • Bromely has a tattoo on his left arm that says "MUM".
New gadgets
  • When Spider-Man creates the webshield on the getaway truck, there are spikes on the ends of his webbing.
  • The opening pre-title sequence is nearly four and a half minutes long.
  • The truck that the Machine Man crashes into during the escape has fuzzy dice hanging from the mirror.
  • Spider-Man compares himself to Alice in Through the Looking-Glass.
  • Spider-Man's first line to John is a reference to Sir Henry Morton Stanley's famous meeting with Dr. David Livingstone.
  • John has a crescent moon tattoo on his right arm.
  • Spider-Man calls John John-Boy referring to the character on The Waltons.


  • The first shot of the Knights is a reversal of the last shot of the Knights from the previous episode.
  • Spider-Men never learns that the figure on the screens is actually High Evolutionary.
  • In the flashback showing cars flying through the clouds, the animation is repeated as the same cars fly by. The shot is then reused after showing bestials at the fine dining restaurant.
  • After the opening credits, the shot of the Knights and Machine Men following the truck is used twice.
They should be flying out of the truck right now
  • Despite having no restraints, Karen and Bromely do not fall out of the truck when it does a barrel roll. Only Spider-Man has a reasonable explanation for not falling out.
  • The ape bestial is shocked at something directly in front of him, but the Machine Man he hits flies in from the side perpendicular to his path.
  • Karen and Bromely stop fighting the Knights to explain the history of High Evolutionary even though only one Machine Man and Sir Ram's gun were disabled. Everyone else is still fine and pursuing them.
  • Spider-Man shoots out webs that form into a webball but turn into a net in the next shot.
  • The Machine Man crashes into the building after the getaway truck has passed, yet the truck evades the debris.
  • Spider-Man wonders why he can't find a woman who lives in a penthouse when going into the sewer. However, Felicia Hardy lived in a mansion while in "Worlds Apart, Part One", Mary Jane Watson, and possibly Peter, lived in a penthouse. Actually, his track record for women living in nice places is pretty good.
His Spider-Sense should be tingling right now like it did with Green Goblin
  • Spider-Man's Spider-Sense doesn't go off when Lady Vermin watches them go down into the sewers. It previously went off in "Turning Point" under similar circumstances when Green Goblin was watching him.
  • It's a terrible strategy to hide if they go into a manhole right next to the abandoned vehicle while also leaving the cover off.
It would make more sense for that look to be on the outside
  • The resistance door is terribly hidden. It is a large mechanical door on the outside that clearly stands out from the sewers, and grime-covered brick on the inside. It should be the other way around.
  • The rebel scanning light is obviously a CGI image pasted on top of the animation.
  • Carnage takes two tendrils off of himself to subdue the dock guards. But when they rip apart the clothing, one of the tendrils has Venom's coloring.
  • The nature of the Synobtic is vague and confusing. In "Worlds Apart, Part One", it is apparently located on Counter-Earth. But in this episode, Venom and Carnage are helping take over the planet for the Synobtic.
  • John should have just asked Spider-Man something only someone from Earth would know right away rather than shooting at him.
  • The rebel base has terrible security if so many bestials could actually be inside before anyone knew they were there.
Those two guards get around quickly
  • Character models are extensively reused during the big battle. The two dock guards appear, and are taken out, numerous times. There are times when the character model appears twice in one shot.
  • When Vermin moves in to kiss Spider-Man, her body is missing.
  • Git traps three bestials by shoving them with a grate, but the grate isn't attached to anything and should easily fall back over.
  • When John points the gun at the captured bestials, the prisoners all blink their eyes at the same time.
  • When Bromely and John stare off, neither is looking in the other's eyes.
  • Not only is the Machine Man distracted by a mere boy and a ball, but the driver of the truck doesn't bother trying to avoid it.
If he only had so much money, why buy a backpack?
  • Spider-Man is given a duffel bag but in the next scene he has a backpack. Where'd the duffel go?
  • In one shot, Peter's hand are smoking and scarred but in the next shot they look perfectly fine.


  • Takes place immediately following "Worlds Apart, Part One".
  • High Evolutionary is named, only appearing in the previous episode.
At least he doesn't have the odd purple look
  • Shows what happened with High Evolutionary following his appearance on the X-Men episode "Family Ties".
  • First appearance of Karen O'Malley, Git Hoskins, Daniel Bromely, the Human Resistance, and Naoko and Shane Yamada-Jones. Git and Karen are not named.
  • Second appearance of the ape bestial who is always getting caught in the middle of battles. He appears here as the truck driver who hits the Machine Man while the rebels flee.
  • On the docks, Carnage thinks that the Spider-Man they were hired to fight is a Counter-Earth knock off. Later in the series there would be Counter-Earth versions of Earth villains including Green Goblin, Electro, Vulture, and The Hunter.
  • Peter moves in with Naoko and Shane, remaining there for the rest of the series.


Main Actor Role(s)
Rino Romano Spider-Man/Peter Parker
Michael Donovan Carnage
Brian Drummond Venom
Ron Halder Sir Ram
Jennifer Hale Lady Vermin
Tasha Simms Lady Ursula
David Sobolov Lord Tyger
Richard Newman High Evolutionary
Additional Voices
John Payne John Jameson
Christopher Gaze Daniel Bromely
Kimberly Hawthorne Karen O'Malley
Akiko Anne Morison Naoko Yamada-Jones
Rhys Huber Shane Yamada-Jones
Dale Wilson Machine Men
Additional Voices
Kathleen Barr
Paul Dobson
Scott McNeil
Additional Voices

First Marvel role for Scott McNeil, who did additional voices for the episode. He eventually went on to voice Vulture, Lester, and Man-Wolf in later episodes as well as Wolverine on X-Men: Evolution.


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


One note supporting cast

"Stu" of Marvel Animation Age felt that this episode wasn't as strong as the first one. He claimed he constantly rolled his eyes and was tempted to stop watching at least three times, calling it tedious and stupid. He thought the basic concept was terrible and not like Spider-Man at all. He wondered why Marvel would create a show like this based on their most popular character. He noted that Spider-Man works best a relatable hero, but there was none of that here. He noted how little Peter Parker there was in the series. He claimed the supporting cast lacked interest and the villains were "action figure rejects." He felt the show was just to sell toys and had no thought put into the characters. "It's hard to watch and enjoy a show when [your] favourite character is utterly butchered – made into nothing more than some marketing loser's idea of a toy line. And yes, this episode did suck. Badly too."

The episode has a 8.4 on TV.com and 6.9 on the Internet Movie Database.

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