Looking for another article with the name Spider-Man? Check out the Spider-Man and Spider-Man Unlimited disambiguation page.

Spider-Man: Unlimited is a loose sequel to Spider-Man: The Animated Series which aired on Fox Kids from 1999 to 2001.


When Spider-Man fails to stop Venom and Carnage from stowing away on John Jameson's space shuttle to Counter-Earth he is blamed and creates a new spider suit made of nano technology borrowed from Mister Fantastic's laboratory. Spider-Man then hijacks a space shuttle and flies to Counter-Earth to return Jameson to Earth. However, Spider-Man learns that Jameson has joined the Counter-Earth's rebellion who is fighting against Counter-Earth's dictator, the High Evolutionary. Spider-Man attempts to get Jameson to return to Earth. However, Jameson is reluctant to return until all the Beastials are defeated. Spider-Man then agrees to stay on Counter-Earth, blending in as best he can as Peter Parker and fighting with the rebellion as Spider-Man. It is soon discovered that Venom and Carnage are on Counter-Earth and are following orders from the Synobtic, a hive mind legion of Counter-Earth symbiotes.

Production overview

Producer Will Meugniot explained that Spider-Man: Unlimited was created because both Marvel Entertainment and Fox Kids needed another Spider-Man series to fulfill contractual obligations. If Fox produced another season of a Spider-Man show they could continue airing episodes for an undisclosed amount of time.

The initial goal was to make an extremely low budget adaptation of the early issues of The Amazing Spider-Man and the show began production with that in mind. The idea was to have Saban Entertainment simply crudely animate thirteen of the first twenty six classic comics, known today as motion comics. This would have provided the additional season as cheaply as possible.

However, Marvel and Sony Pictures Entertainment made a deal for a live-action film, which included their own series to use the same source as the film. As such, the show was unable to use the early comics or even the classic costume. This series would be able to use Spider-Man but none of his supporting characters or stories. However, Mary Jane Watson and J. Jonah Jameson briefly appeared in the first episode. The producers toyed with Spider-Man 2099 for about a week but realized that Batman Beyond had more or less appropriated that property's territory.

Sony's series became Spider-Man: The New Animated Series.

Marvel gave the producers a list of what they wanted in the series. Elements included on Marvel's "shopping list" included Counter-Earth, the Knights of Wundagore, John Jameson, Deathlok, Venom, and others. Michael Reaves and Will Meugniot came up with the show's story and the Counter-Earth setting to accommodate Marvel's needs.

Meugniot's initial pitch for the series was that Spider-Man would arrive on Counter-Earth and look for a way to get home. However, he would find that Uncle Ben had not been killed on this world and the local Spider-Man would not have resisted becoming Venom. Meugniot came up with it over a "long" weekend on February 17, 1999. He felt this helped reinforce that Spider-Man legend. Everyone on staff liked this pitch and went into production. However, someone at Marvel freaked out upon hearing this and they interpreted the bad reaction to the clone Saga that there was two Peter Parkers.

The series was then in production without any core story.

Avi Arad banked a lot on Spider-Man: Unlimited. He had hoped for several miniseries based on Spider-Man and even had one planned called Spider-Man 2001.


Spider-Man: Unlimited was vastly overshadowed by the anime Pokémon, which began airing at the same time and garnered far higher ratings. The series had been doing well on it's own, pulling in mid-to-high 3.0 ratings, airing against Pokémon. Despite only airing three episodes, Spider-Man: Unlimited was put on a two month hiatus following the episode, Where Evil Nests, where one month later it was announced that the series was being cancelled.

Rick Ungar, who had then recently been named president of the newly formed Marvel Character Group making him responsible for Marvel's television animation projects, stated that Fox needed to devote more time to shows that could compete with Pokémon.

Fox Kids had been in fourth place the previous year behind Kids' WB, Nickelodeon, and ABC but had managed to move back up to third. Fox kept shuffling Spider-Man: Unlimited to different time slots, putting Avengers: United They Stand in the show's slot, with the programming changing from week to week with only Sherlock Holmes in the 22nd Century, Digimon, and Beast Machines: Transformers maintained their timeslots. Without a steady timeslot, audiences had a difficult time watching Spider-Man: Unlimited week-to-week.

Between Marvel's bankruptcy problems, the comparatively low ratings, and the fact that Spider-Man: Unlimited fulfilled the thirteen-episode contract the series was not picked up for a second season.

Cast and Characters

  • Spider-Man: A photographer for the Daily Bugle who was bitten by a radioactive spider and gained spider like powers. In this series Peter Parker breaks into Reed Richard's (Mister Fantastic's) laboratory and "borrows" nano technology which he uses to create a high tech spider suit with anti-symbiote technology. Spider-Man travels to Counter-Earth to save John Jameson and ends up fighting alongside the rebellion against the High Evolutionary and his Beastials. He is voiced by Rhino Romano.
  • Dr. Naoko Yamada-Jones: A doctor on Counter-Earth. After Peter rescues her son, Shane, from a Machine Man, she gave Peter an offer to live in her house for rent for two weeks, which he accepts. She is married to Hector Jones, her long lost husband. She has a dislike for Spider-Man despite his heroics as she is unaware that Spider-Man is actually Peter Parker. She is voiced by Akiko Morison.
  • Shane Yamada-Jones: The ten year old son of Naoko Yamada-Jones and Hector Jones. He looks up to Peter and hates when Peter and Naoko fight as it reminds him of his parents fighting and eventual split. He, like his mother, doesn't know Peter Parker is Spider-Man. He is voiced by Rhys Huber.
  • John Jameson: A member of the rebels which is a team who fights against the High Evolutionary. He crashed on Counter-Earth due to interference from Venom and Carnage, who had stowed aboard his ship. He and Spider-Man join the human rebels to to fight the High Evolutionary and his Beastials and restore peace to Counter-Earth. Later on the High Evolutionary experiments on Jameson and every time he gets angry he becomes the Man-Wolf. John Jameson is voiced by John Payne II and Man-Wolf's vocal effects are done by Scott McNeil.
  • Karen O'Malley: She is another member of the Rebellion and John Jameson's love interest. In episode 12 it is revealed she is the grand daughter of the High Evolutionary. He did some experiments on her when she was still in her mothers womb, thus giving her abnormal strength and agility. She shares resemblance with Mary Jane in appearance. She is voiced by Kim Hawthorne.
  • Daniel Bromley: Daniel Bromley was a member of the human resistance. His family was taken to Castle Wundagore by the High Evolutionary and they were never seen again, Bromley was angered with the High Evolutionary that destroyed his life and family and decided to join the Human Rebels. He was voiced by Christopher Gaze.
  • Green Gobin: His real name is Hector Jones and he is the Green Goblin from Counter-Earth. This version is a hero instead of a villain, mistaking Spider-Man for a villain during their first meeting. Instead of a glider he wields a jet pack and sprouts wings. Green Goblin next appears when he learns that Spider-Man and Peter Parker are the same person. He also learns that Spider-Man is from the original Earth, and his intentions n Counter-Earth is to rescue John Jameson. This Green Goblin becomes an ally to Spider-Man and helps him fight the High Evolutionary. He is voiced by Rino Romano.
  • Git Hoskins: Git is a member of the rebels. Sir Ram did an experiment on Git when he was young, resulting in him having mummy-like bandages and giving him the powers to stretch and control his bandages. Due to his appearance, he didn't have much friends growing up. Because of this, he has a grudge against Sir Ram.
  • X-51: X-51 was an obsolete Machine Man who crashed and unexpectedly gained sentience. As the result, the android becomes benevolent and protects humans from the High Evolutionary. He saved Shane from a giant rhino. The High Evolutionary wanted to conduct experiments on him to learn his developments. He was kidnapped by the High Evolutionary, but was saved by Spider-Man, Karen and John. Sir Ram later implanted a chip for a trap against the rebels but Spider-Man destroys it. After defeating Sir Ram, X-51 joins the rebels for both humanity and machines' freedom. He was voiced by Dale Wilson.
  • Vulture: He is the Counter-Earth version of the Vulture. Like the Counter-Earth Green Goblin, this version of the Vulture is a hero instead of a villain and also like the Counter-Earth Goblin, he first mistook Spider-Man for a villain. It is explained the Vulture was a human who got Bestial powers, hanging out with Bestials and disrespecting humans while he was also playing with his human servant's son. When he caused his human friend trouble, he hated the High Evolutionary for what he did and rebelled against him. He was viced by Scott McNeil.
  • Venom: Venom along with Carnage appear as villains in the series. He is first seen as a stowaway on John Jameson's space shuttle and Spider-Man attempts to stop him but fails. Spider-Man then steals a space shuttle and goes to Counter-Earth to save John. You later learn that Venom and his partner Carnage are working for an alien being called the Synobtic and the Synobtic is planning to kill everyone on Counter-Earth. Venom is voiced by Brian Drummond.
  • Carnage: Carnage is shown to be working with Venom. They both stow away on John Jameson's ship and go to Counter-Earth to prepare it for an invasion by the Synobtic. Carnage was voiced by Michael Donovan.
  • High Evolutionary: The High Evolutionary is the leader of Counter-Earth and the main antagonist of the series. In the series, the High Evolutionary, disgusted with the behavior of humans on Earth, believed that a greater genetic diversity heightens survival traits. He left Earth to travel to Counter-Earth to begin anew, but found the same destructive tendencies that human's had plagued on his Earth. The High Evolutionary then began to create a new species he called Beastials which were human/animal hybrid. The High Evolutionary then created an elite group of Beastials called the Knights of Wundagore (who were Sir Ram, Lord Tiger, Lady Ursula, and Lady Virmi), who use an army of Machine Men as law enforcers to keep the humans in order. The High Evolutionary's plan was to Counter-Earth into an Earthly paradise. However, the High Evolutionary's power was treatened by the arrival of Spider-Man, Venom and Carnage. Toward the end of the series it is revealed that the High Evolutionary is the grandfather of Karen O'Malley and that he experimented on her when she was young. In the series finally Spider-Man, John Jameson, Karen O'Malley, Green Goblin and the Rebellion launch an attack against the High Evolutionary who is injured in the battle and finally defeated. The High Evolutionary was voiced by Richard Newman.
  • The Knights of Wundagore: The Knights of Wundagore are the High Evoluionary's elite guard. It's members consist of Lord Tyger, Sir Ram, Lady Vermin, and Lady Ursula. Sir Ram is the scientific genius of the group who likes to experiment on humans. Lord Tyger, who is the leader of the Knights of Wundagore, appeared to be the only noble member of the group as he ended up siding with the rebels against the High Evolutionary. Ron Halder voiced Sir Ram, Tasha Simms voiced Lady Ursa, Jennifer Hale voiced Lady Vermin, and David Sobolov voiced Lord Tyger.
  • The Hunter: Counter-Earth's version of Kraven the Hunter. He is one of the few humans that the High Evolutionary allows to live in the upper part of New York City. He works as a mercenary for both the rebels and the High Evolutionary. The Hunter was hired by the High Evolutionary to hunt and capture Spider-Man. When Spider-Man broke into his lair he learned that the Hunter was using a toxic formula that when mixed with certain animal pheromones it gave him the traits of that animal similar to the Kraven of his Earth. However, unlike the Kraven from his Earth this serum was poisonous and was killing him. However, the Hunter believed it was a necessary sacrifice. Spider-Man was able to defeat the Hunter and warned him against coming after him or the Rebels again. The Hunter was voiced by Paul Dobson.
  • Firedrake: Firedrake was a Beastial that was genetically engineered by Sir Ram to be one of the most powerful Beastials ever created. Firedrake was super strong, super fast, and could spit lava. The High Evolutionary put Firedrake in charge of the Beastial Beauty project which was a false company the kidnapped humans so Sir Ram could use them in his twisted experiments. Firedrake later fought Spider-Man and Vulture who had broke into the facility to shut down the Beastial Beauty Project. Friedrake was defeated when Spider-Man threw a container of liquid nitrogen into his mouth and it exploded all over his face. Firedrake was voiced by Jim Byrnes.
  • Electro: The Counter-Earth version of Electro. This version is a Beastial that resembles an electric eel. Electro was working as a guard at the High Evolutionary's main base at Wundagore Castle. He fought both Spider-Man and John Jameson who managed to defeat him. Electro was voiced by Dale Wilson.
  • Mary Jane Watson: After returning from limbo, Peter Parker revealed his identity of Spider-Man to her and they began a relationship. Mary Jane loved Peter but worried for him every time he went out to fight crime as Spider-Man. Mary Jane even wanted Peter to stop being Spider-Man and believed that Peter could do more good then Spider-Man ever could. When Spider-Man went to Counter-Earth he kept a picture of Mary Jane with him and wished to one day return to Earth to be with her. It is unknown if they were married or just dating. Mary Jane was voiced by Jennifer Hale.
  • J. Jonah Jameson: J. Jonah Jameson is the Editor-in-Chief of the Daily Bugle. He is Peter Parker's employer and the father of astronaut, John Jameson. Jameson hates Spider-Man and often uses the Daily Bugle to print stories about how Spider-Man is a menace to society and not a hero. J. Jonah Jameson blamed Spider-Man for his son being stranded on Counter-Earth instead of Venom and Carnage. Jameson was able to turn the entire city against Spider-Man. Because of this Spider-Man went to Counter-Earth to save John and clear his name. J. Jonah Jameson was voiced by Richard Newman.
  • Nick Fury: Nick Fury is the director of the peacekeeping espionage agency known as S.H.I.E.L.D. When Spider-Man attempted to hijack a space shuttle to fly to Counter-Earth to save John Jameson he was stopped by Nick Fury who attempted to arrest him for Jameson's disappearance. However, Spider-Man was able to convince Nick Fury to let him go to Counter-Earth to save John Jameson. Nick Fury was voiced by Mark Gibbon.
  • Mr. Meugniot: The editor of the Daily Byte. In one episode, Peter jokes by asking him if he can call him "J.J.". Mr. Meugniot was voiced by Garry Chalk.

Character gallery


Fans of Spider-Man: The Animated Series and of the Spider-Man comics in general were disappointed. They felt that the show tried to be closer to the comics but became bogged down with being on an alien planet. On a positive note the visuals were vary appealing.


Season one

  • World's Apart, Part One: When Spider-Man spots his two main enemies, Venom and Carnage, hijacking on John Jameson's spaceship on a trip to the mysterious planet, Counter-Earth, he fails to stop them and the two symbiote villains go with Jameson to Counter-Earth, where the ship crashes and Jameson presumably dies. The public then blames Spider-Man for Jameson's seeming death. Spider-Man fakes his own death and lies low for half a year until he gets a new nano-tech costume from Reed Richards and gets another ride to Counter-Earth.
  • World's Apart, Part Two: Spider-Man reaches his destination on Counter-Earth and finds out that John Jameson survived the crash. He has become a member of a rebellion fighting the forces of the High Evolutionary. The High Evolutionary is the ruler of Counter-Earth who hates humans and creates animal-mutant hybirds called the Beastials. Spider-Man then joins the group and moves in with a single mother, Dr. Naoko Yamanda-Jones, and her son, Shane Jones.
  • Where Evil Nests: Spider-Man meets the Counter-Earth version of the Green Goblin, a hero who mistakes Spider-Man for a villain. Spider-Man realizes the kidnapper of Dr. Naoko Yamada-Jones isn't the Goblin. The two team up to save her and stop a plan by her kidnappers responsible for the green Bio-Mass: Venom and Carnage.
  • Deadly Choices: A member of the rebellion against High Evolutionary, Git Hoskins, steals a bomb and threatens to blow up the Counter-Earth, New York. The rebellion and the Beastials are forced to team up to get it back before both humans and Beastials are killed by the contagious compound within the bomb.
  • Steel Cold Heart: A machine man, X-51 (the 51st off the assembly line), one of the High Evolutionary's operatives, refuses to hurt innocent people, so he betrays him and the Knights, and decides to join the rebellion.
  • Enter the Hunter!: When the High Evolutionary sees that Spider-Man is a bug in his plans, he has his minion, Sir Ram, hire an assassin named the Hunter (Counter-Earth's Kraven the Hunter) to kill the hero.
  • Cry Vulture: Spider-Man teams up with the Counter-Earth hero version of the Vulture to foil one of Sir Ram's evil plots to transform humans into Beastials and defeat his minion Firedrake.
  • Ill-Met By Moonlight: John Jameson turns into Man-Wolf, and Spider-Man has to break into the High Evolutionary's power plant to find a cure for him. Here,he confronts an electric eel that is Counter-Earth's Bestial version of Electro.
  • Sustenance: 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 Evolutionary's hideouts so Spider-Man can escape, pretending to help the rejects.
  • Matters of the Heart: 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.
  • One is the Loneliest Number: Eddie Brock, alter ego of Venom, is separated from the Venom symbiote and spider-Man agrees to retrieve it by donning it and then give it back to Brock before he dies.
  • Sins of the Fathers: Karen O'Malley, a member of the rebellion against the High Evolutionary, is kidnapped by machine men of the High Evolutionary, so Spider-Man and X-51 teams up to save her. Meanwhile, the Evolutionary realizes that Karen is his grand-daughter.
  • Destiny Unleashed, Part One: Venom and Carnage reveal why they are on Counter-Earth. They have been working for the Synobtic, 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 High Evolutionary's plans but appear too late when the plans of Venom and Carnage unfold.

Season two (Unproduced)

Writer, Larry Brody had plans for what would have happened in the second season of Spider-Man: Unlimited. Unfortunately the series was cancelled after it's first season.

  • Destiny Unleashed, Part Two: With the help of the Goblin (and a minor assist from the Vulture) Spider-Man and the Rebels keep the Synobtic from succeeding. When the "smoke clears" the good news is that the High Evolutionary and Sir Ram have been soundly defeated and the Knights of Wundagor scattered. The bad news is that Venom and Carnage, although out of the picture for now, have merged into the awesome villain known as King Carnage.
  • Cat Got Your Tongue?: Spider-Man and the rest of the inhabitants of Counter-Earth must now deal with the results of what happened last episode. John Jameson and the rebels work with Lord Tyger to form a just and representative government for Bestials and humans alike, and Green Goblin comes home to Naoko and Shane. Always able to make the worst of any situation, Peter feels more lost and alone than ever but doesn't have much time to think about it as he does some good old-fashioned sleuthing to find the culprit behind a series of daring robberies-and discovers that the villain is not one but three black cats-Bestial Siamese cat sisters who are beautiful, charming, and deadly.
  • Nightcrawler: To John Jameson's dismay, Spider-Man and Karen grow closer as she becomes the humans' best liaison with Lord Tyger's government. In Washington D.C., Spider-Man swings into action when a secret assassin starts taking out the Rebels one by one, with Karen's turn next. Who is the Nightcrawler? An angry beastial? A former Knight of Wundagor? Or is it a jealous Jameson? An emotional Bromley? Spidey has to find out in order to save Karen's life.
  • Model Behavior: To cash in on the new social situation, a Bestial movie producer offers Spider-Man a deal to star in a Human Exploitation Film. Peter's reluctant-until he discovers that Counter-Earth's version of Mary Jane is the one of the actresses vying to be his co-star. Spider-Man's Hollywood adventure turns deadly, however, when he finds out just how this Mary Jane got her good looks. . . and has to face her "creator", Scramble, a Bestial with the power to control-and instantly morph-any living flash that he touches. . . or that touches him.
  • Sojourn: The synobtic's powerful new entity, King Carnage, returns. Although torn by true inner conflict (between the human sides of his Venom and Carnage components), he pulls himself together, searching for the inter-dinemsional portal that originally brought the High Evolutionary to Counter-Earth, in order to use it to expand the Synobtic. When Green Goblin is injured trying to stop the monster symbiote, Spider-Man swings into action, hoping to use the portal to return to Earth and the real Mary Jane. In an ironic twist, Spidey does indeed find and use the portal - but with him is a stowaway - Jameson. And in a final crisis, it's Jameson who ends up on Earth, with Spider-Man back with the Beastials once more.
  • Arc for episode 19 through 24: Spider-Man will continue to deal with both the issues of Counter-Earth's new society and various mysteries and supervillains, both human and Beastial as he goes on a last-ditch hunt for the remaining spaceship that may be able to bring him back home. Episodes alternate between New York and his altered relationship with Naoko, Shane, and the Goblin, and his travels around Counter-Earth, where he encounters Lady Ursula (now the head of the Russian black market), Electro (who has set up his own little kingdom not unlike Latervia), the Counter-Earth Panther (while searching through the jungles of Wakanda). the Black Cats, and others. In the end, however, social concerns come to the fore as, just when things are looking brightest for Beastial-Human relations, the High Evolutionary and Sir Ram return, angrier and more powerful than ever. In two part finale, Spider-Man rises out of the ashes of agonizing defeat and is able to defeat both the High Evolutionary and Sir Ram once and for all. Spider-Man then would have returned to Earth with John Jameson and would have reunited with Mary Jane Watson.


Spider-Man: Unlimited was not meant to be set in the same universe as Spider-Man: The Animated Series. However, it does share some continuity with the previous Spider-Man series.

It is implied that Spider-Man and Madame Web found Mary Jane and returned her to Earth. Both Peter Parker and Mary Jane were shown to be in a relationship in World's Apart, Part One.

In Worlds Apart, Part One when Peter changes into his Spider-Man costume to save John Jameson from Venom and Carnage the theme song from Spider-Man: The Animated Series briefly plays.

In One is the Loneliest Number, Spider-Man remembers how he was bonded to the symbiote and then how it later bonded to Eddie Brock turning him into Venom which happened in the three part episode, The Alien Costume [1][2][3]. It is stated that Venom was held by S.H.I.E.L.D. after his capture (still bonded to the symbiote). However, S.H.I.E.L.D. must have captured Venom after the events of Venom Returns and Carnage when Venom somehow got free from the Dark Dimension.

While in S.H.I.E.L.D. custody Venom gave Cletus Kasady a symbiote and he became Carnage. However, Baron Mordo gave Kasady the Carnage symbiote in the episode, Venom Returns, while Kasady was being held at the Ravencroft Institute for the Criminally Insane. A simple explanation is that while trapped in the Dark Dimension, Kasady somehow became separated from the symbiote. After escaping the Dark Dimension, he and Venom were captured by S.H.I.E.L.D. and Venom later gave the symbiote back to Kasady.

Also in One is the Loneliest Number, Eddie Brock gets separated from the Venom symbiote which makes him extremely weak and ill. Dr. Naoko Yamada-Jones states that if Brock is not re-bonded to the symbiote quickly he would die. In Carnage, Dr. Curt Connors states that Eddie Brock would not survive being separated from the symbiote for a third time. While Eddie Brock almost died in One is the Loneliest Number it did not happen as fast as Curt Connors originally believed.


  • Toward the beginning of the episode, World's Apart, Part One the Spider-Man: The Animated Series theme song briefly plays.
  • The cliffhanger of Spider-Man: Unlimited was planned to be wrapped up in season two. However, the series was canceled after season one.
  • Episode twelve, Sins of the Fathers, was also the prefix title used during the episodes of season three of Spider-Man: The Animated Series.
  • John Semper Jr. thought that Spider-Man: Unlimited was garbage with bad designs, bad stories, and was poorly conceived. Semper also felt that Spider-Man: Unlimited was what would have happened to Spider-Man: The Animated Series if he wasn't there and Avi Arad had had his way.
  • John Semper Jr. was quoted saying “When writing Venom’s character it was always hard to remember that he never spoke in the singular. He only spoke in the plural. The first thing I noticed in that flawed Spider-Man: Unlimited series that followed ours was they had Venom and Carnage in the first episode and were both speaking in the singular. That’s how I knew right away that the writers of that short lived series hadn’t done their homework. And let me state for the record that my series and that Unlimited series are not connected in any way, shape, or form. I had nothing to do with Spider-Man: Unlimited.”
  • The font of the word "Spider-Man" in the opening title sequence is designed the same way as it was in Spider-Man: The Animated Series.
  • Michael Reaves and Will Meugniot wanted to use Deathlok in the series.



Spider-Man Unlimited Intro (1080p HD)

Spider-Man Unlimited Intro (1080p HD)