"SPIDER-MAN UNLIMITED
A classic superhero gets a new look! The new Spider-Man will have a new costume, new powers, and all-new enemies (along with a couple of well-known ones)! Plus it takes place on an all-new planet, If you thought Spider-Man was cool before, wait till you see him battling along side heroes like John Jameson against the Beastials on Counter-Earth. You won't want to miss all the web-swinging action, Saturday mornings on FOX KIDS!"

Spider-Man
With his new costume and abilities, Peter Parker is in for all-new adventures on Counter-Earth.

John Jameson
An astronaught stranded on Counter-Earth, determined to free the humans from the Beastial's power.

Karen O'Malley
Jameson's comrade in the underground movement, and Spider-Man's best ally among the rebels.

Venom
One of Spider-Man's worst enemies, Eddie Brock is an alien symboite trying to take over Counter-Earth.

Carnage
Also a symbiote, Cletus Kasady partners with Venom to turn all Conter-Earth inhabitants into symbiotes.

High Evolutionary
Creator of Counter Earth who believes humans are expendable. Master of the feared Knights of Wundagore.