After the discovery of Counter-Earth--a very Earth like planet in the same orbit on the opposite side of the sun--John Jameson is sent on the first manned mission to it. But while covering the launch, Peter sees Venom and Carnage enter the shuttle. He tries to stop them, but he fails and ends up taking the blame for the assumed loss of the shuttle and gets a bounty on his head. When a plea for help from a John Jameson on Counter-Earth is received, Peter sees the only way to clear Spider-Man's name as hijacking a new shuttle and go to Counter-Earth himself.
Barely escaping from the knights, Spider-Man hooks up with the human resistance movement and finds John. But the joy is short lived, when it turns out they were being followed.
Naoko is dragged into the sewers by something green, and Spider-Man finds his first suspect when he bumps into the local version of the Green Goblin.
A resistance member steals a sample of one of Sir Ram's experiments, not knowing that it contains a nuclear charge, triggered to explode shortly after the container is removed from the lab. With a lot of ground to cover, the resistance and the knights are left no choice other to cooperate in order to find him before the city is blown to pieces.
Spider-Man rescues a robot from being scrapped, after it starts showing signs of sentience. But the freedom is shortlived, as the knights want him back to find the source of his malfunction.
Worried about the increasing morale boost Spider-Man has been giving the humans, Sir Ram contacts feared assassin to take him out.
Spider-Man investigates a gang of beastial abducting humans off the street in ambulances, and runs into a new ally: the Vulture.
The resistance asks Spider-Man's help in shutting down a bestial power plant that is releasing radioactive waste into the humans' drinking water.
With the location of his shuttle, Peter decides it's time to go home. Just the right time too. as the Goblin is determined to help him pack.
After a run-in with the Knights, Bromley leads Spider-Man straight into the hands of the High Evolutionary.
The beastials use a new weapon on Venom, separating the symbiote from his host, Eddie Brock. But alone, Eddie can't survive, leaving Spidey the choice between watching Eddie die, or recreating one of his worst enemies.
While visiting the grave of her parents, Karen is captured by the beastials. Spidey and X-51 go to rescue her, but much to their surprise, they find her well treated...courtesy of the High Evolutionary.
Angered by the constant defeats, the High Evolutionary starts a massive crackdown on the human resistance. He threatens to systematically destroy all human homes unless Spider-Man and the rebels surrender to his forces.
