John Jameson, son of J. Jonah Jameson, leaves on a one-man space mission to Counter-Earth. However, both Venom and Carnage board the ship. Contact is lost with Jameson and Spider-Man is blamed by the media and the public. Eventually he is believed to be dead and Peter Parker then travels to Counter-Earth with a whole new suit. Upon arriving Peter finds the High Evolutionary, a human tired of humanity, and bestials, hybrids of humans and animals, are the dominant species. Jameson has teamed up with a revolutionary group of humans who are tired of being second class citizens. Jameson refuses to return to Earth until the High Evolutionary is overthrown. Until Jameson's cause is won Peter must try his best to blend into the society along with defeating bestial versions of Spider-Man's rogue gallery along with Venom and Carnage.