After a crash landing on counter earth, Spiderman encounters the inhabitants, a genetically engineered race called Beastials which are part human & part animal. He's soon captured by 4 high ranking Beastials who are known as The Knights of Wondergore, & is taken to their headquaters; where he meets their master, a man calling himself the High Evolutionary. Its then he learns that the High Evolutionary is the one responsible for creating the Beastials; making them the superior race on the planet & forcing the remaining humans into a life of poverty. Spiderman manages to escape, & immediately comes across a group of humans who are part of a rebellion to take back the planet from the High Evolutionary & his creations. They take him back to their main hideout, & he finds John Jameson is their leader. But this semi-reunion is crashed by 1 of the Knights w/ an army of Beastials, now under the control of none other than Venom & Carnage.