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.
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.