When Spider-Man spots his two main enemies, Venom and Carnage, hijacking on John Jameson's spaceship on a trip to the mysterious planet, Counter-Earth, he fails to stop them and the two symbiote villains go with Jameson to Counter-Earth, where the s.

Spider-Man reaches his destination on Counter-Earth and finds out that John Jameson survived the crash. He has become a member of a rebellion fighting against the forces of the High Evolutionary, a figurehead who hates humans and creates animal-muta.

After settling in on Counter-Earth, Spider-Man must rescue his new landlady's son from the amoeba-like Bio-Mass.

Git Hoskins steals a bomb and threatens to blow up the Counter-Earth New York.

When the High Evolutionary sees that Spider-Man is a bug in his plans, he hires an assassin to kill him.