Venom Finds Spider-Man on Counter-Earth

"Worlds Apart, Part Two" is the second episode of Spider-Man Unlimited and originally aired October 9th, 1999. It is the second of the two-part series premiere. The episode was written by Michael Reaves and Will Meugniot and directed by Patrick Archibald.

Immediately following the previous episode, Spider-Man (Rino Romano) is held captive by the Knights of Wundagore. Before Sir Ram (Ron Halder) can dissect him, Spider-Man gets High Evolutionary (Richard Newman) to recount how he came into power. After leaving Earth (seen in X-Men's "Family Ties"), he arrived on Counter-Earth looking for a utopia only to find another planet plagued by war. Considering humans a disease, he created the bestials and took over the planet with his animal-hybrids on top. He considers Spider-Man an unpredictable variable in his perfect world that must be eliminated.

Spider-Man frees himself and escapes. At the same time, Human Resistance members Karen O'Malley (Kimberly Hawthorne), Git Hoskins, and Bromley (Christopher Gaze) attack the facility to rescue him. The group flees through the city with the Knights in pursuit. They escape the Knights then flee into the sewers, with Lady Vermin (Jennifer Hale) secretly following. They lead Spider-Man through the tunnels to their headquarters. Vermin relays their position and though Lord Tyger (David Sobolov) wishes to attack High Evolutionary forces him to stand down in favor of a team of specialists. At a dock, Venom (Brian Drummond) and Carnage (Michael Donovan) attack two guards taking control of them with spores as part of the Synoptic's plan. They reveal they are the specialists and wonder if this Spider-Man is the real deal or a Counter-Earth knock-off. They then discuss plans to take over the planet.

Meanwhile, Spider-Man finds his welcome at the point of several guns, including that of John Jameson (John Payne). John demands proof that it is really the same hero from his world. He asks the name of the photographer who always takes Spider-Man's picture, which he fakes difficulty answering. John is satisfied when the symbiote-controlled bestials attack. An enormous gunfight ensues between the two sides. Vermin appears and kisses Spider-Man. Venom and Carnage appear realizing they are after their nemesis. Spider-Man uses his new suit's sonic device to drive off the symbiotes and destroy the spores.

With the day won, John decides to execute the bestial prisoners. Spider-Man convinces him not to after saying they are innocents who were controlled by the symbiotes. Later, John states he won't leave Counter-Earth until humans are free. He also points out Solaris One was confiscated while Solaris Two was destroyed. O'Malley tells Spider-Man that all humans have a tracking chip, the Resistance jams theirs, but Spider-Man does not making him the pivotal figure in their war. When Spider-Man hesitates to join, they give him a bag with clothes and money so he can experience the world firsthand. The next day, Peter saves a young boy, Shane Yamada-Jones (Rhys Huber), from a malfunctioning Machine Man (Dale Wilson) but injures his hands. The boy's mother, Naoko (Akiko Anne Morison), fixes him up then lets him rent a room in her clinic. Settling into his new home, Peter vows to return to Mary Jane Watson.

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In a visual reference to the famous cover of The Uncanny X-Men #142, Wolverine is blasted by a Sentinel in the alternate future known as Days of Future Past. ("Days of Future Past, Part One")

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