Worlds Apart, Part Two
Original Episode Airdate – October 9th, 1999
Spider-Man escapes from the Knights with the help of the Human Revolutionaries, freedom fighters led by John Jameson. He learns that Counter-Earth is ruled by Beastials, human-animal hybrids created by the High Evolutionary, who use Machine Men to enforce their laws. When Carnage and Venom, pursuing their own mysterious agenda, attack the revolutionaries' HQ, Spidey helps drive them off. Jameson invites Spidey to join his cause, but Spidey only wants to convince him to return to Earth.

Where Evil Nests
Original Episode Airdate – October 16th, 1999
Settling in on Counter-Earth, Peter gets to know his new landlady, Naoko Yamada-Jones, and her son, Shayne. When Shayne is captured by the Bio-Mass, an amoeba-like creature under the control of Venom and Carnage, Spidey and a mysterious vigilante called the Goblin must rescue him. Afterwards, Peter gets a job as a news photographer at the Daily Byte.

Deadly Choices
Original Episode Airdate – December 23rd, 2000
Git Hoskins, a Human Revolutionary who has unusual powers due to being experimented on by the High Evolutionary, steals a canister of deadly mutagen from Sir Ram's laboratory. Spidey and the Knights must reluctantly join forces to find Git, because the canister has a failsafe that will detonate a nuclear charge to prevent the mutagen from infecting Counter-Earth.

Steel Cold Heart
Original Episode Airdate – January 13th, 2001
Spidey and Shayne befriend X-51, a Machine Man who has become sentient and no longer wants to serve the High Evolutionary. X-51 is hunted by the Knights of Wundagore and the Human Revolutionaries, who want to exchange him for one of their own held prisoners. Spidey learns that the exchange is a double-cross and prevents it, and X-51 joins the revolutionary forces.

Enter The Hunter!
Original Episode Airdate – February 3rd, 2001
Sir Ram hires the Hunter, a human mercenary, to hunt down Spider-Man. As bait, the Hunter kidnaps Karen O'Malley, and during the course of this he learns Spidey's secret identity. Spider-Man must face the Hunter in his high-tech lair, rescue Karen, and somehow convince him that he's not really Peter Parker.

Cry Vulture
Original Episode Airdate – February 10th, 2001
A friend of Naoko's is kidnapped, and Spider-Man sets out to save him. When Spidey learns that the victim is going to be used as a human lab rat, getting to him becomes a race against time-which is complicated by the appearance of two new Beastial foes, Firedrake and Counter-Earth's very own version of the Vulture!

Ill Met By Moonlight
Original Episode Airdate – February 17th, 2001
The rebels want to put a lethal power plant out of business, and Spider-Man agrees to help. Little does he know that not only will he have to face off against Counter-Earth's Beastial Electro, but also against John Jameson's alter ego, Manwolf, as well!

Sustenance
Original Episode Airdate – March 3rd, 2001
Aided by the Goblin, Spider-Man searches for the spaceship that can take him back to Earth. Together, they find the ship and a horrifying secret-the dark fate of the High Evolutionary's genetic failures, the Rejects.

Family Matters
Original Episode Airdate – March 10th, 2001
The deepest consequences of the Beastials' subjugation of the human race are faced by Bromley, one of the most dedicated Counter-Earth rebels, when, in an attempt to free his brother from the High Evolutionary, he agrees to betray Spider-Man.

One is the Loneliest Number
Original Episode Airdate – March 17th, 2001
Spider-Man faces one of the gravest challenges of his life when he discovers that Eddie Brock and his Symbiote have been separated. Instead of celebrating the end of Venom, Spidey must face off against Carnage and re-create his toughest foe...or Brock will die.

The Sins of Our Fathers
Original Episode Airdate – March 24th, 2001
When Karen O'Malley is captured by the High Evolutionary, Spider-Man and the rebels come to her rescue, storming Wundagore Castle and going head to head with the Knights of Wundagore. But all is not as it seems, because the High Evolutionary's interest in Karen is more than an attempt to defeat the rebels' cause -- it's personal.

Destiny Unleashed, Part One
Original Episode Airdate – March 31st, 2001
The High Evolutionary's patience is at an end. He wants Spider-Man and the rebels and he wants them now, so he institutes a reign of terror designed to make them give themselves up. But the sacrifice made by Spidey and the others proves even more dangerous than anticipated when Venom and Carnage strike-and the destruction of Counter-Earth seems assured.