Spider-Man Unlimited

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 ship crashes and Jameson presumably dies. The public then blames Spider-Man for Jameson's seeming death. Spider-Man fakes his own death and lies low for half a year until he gets a new nano-tech costume from Reed Richards and gets another ride to Counter-Earth.

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-mutant hybrids called the Beastials. Spider-Man then joins the group and moves in with a single mother, Dr. Naoko Yamada-Jones, and her son, Shane Jones.

Spider-Man meets the Counter-Earth version of the Green Goblin, a hero who mistakes Spider-Man for a villain. Spider-Man realizes the kidnapper of Dr. Naoko Yamada-Jones isn't the Goblin. The two team up to save her and stop a plan by her kidnappers responsible for the green Bio-Mass: Venom and Carnage.

A member of the rebellion against the High Evolutionary, Git Hoskins, steals a bomb and threatens to blow up the Counter-Earth New York. The rebellion and the Beastials are forced to team up to get it back before both humans and Beastials will die.

A machine man, X-51 (the 51st off the assembly line), one of the High Evolutionary's operatives, refuses to hurt innocent people, so he betrays the Evolutionary and decides to join the rebellion.

When the High Evolutionary sees that Spider-Man is a bug in his plans, he has his minion, Sir Ram, hire an assassin named the Hunter (Counter-Earth's Kraven the Hunter) to kill Spider-Man.

Spider-Man teams up with the Counter-Earth hero version of the Vulture to foil one of Sir Ram's evil plots and defeat his minion Firedrake.

John Jameson turns into a Man-Wolf, half-man, half-wolf. Spider-Man has to break into the High Evolutionary's tower to find a cure for John where he confronts an electric eel that is Counter-Earth's version of Electro who is guarding the Evolutionary's tower.

The Goblin returns and figures out that Spider-Man is Peter Parker. They are both then kidnapped by Rejects, failed Beastials created by the High Evolutionary. They attempt to sneak into one of the Evoltuionary's hideouts so Spider-Man can escape, pretending to help the Rejects.

Spider-Man agrees to help Bromley, a member of the rebellion against the High Evolutionary, to find his long-lost brother. At the end of the episode, after Bromley finds out that his brother is loyal to the High Evolutionary, he pushes him into a vat of water. The Beastials inside pull him down.

Eddie Brock, alter ego of Venom, is separated from the Venom symbiote and Spider-Man agrees to retrieve it by donning it and give it to Brock or he'll die in a matter of time.

Karen O'Malley, a member of the rebellion against the High Evolutionary, is kidnapped by machine men of the Evolutionary, so Spider-Man and X-51 teams up to save her. Meanwhile, the High Evolutionary realizes Karen is his grand-daughter.

Synoptic, whose plan is to team up with the High Evolutionary. When the time is right, they will unleash millions of symbiotes on the planet to finally rid it of humans once and for all. Spider-Man, John Jameson, the rebellion, X-51 and the Goblin all team up to put an end to the Evolutionary's plans but appear too late when Venom and Carnage's plan unfolds.