Spider-Man’s arrival on Counter‑Earth throws him into a world that feels wrong in every direction — familiar enough to unsettle him, alien enough to disarm him. Overnight he goes from New York’s friendly neighbourhood hero to a fugitive in a society ruled by Bestials: animal‑human hybrids who dominate the upper world while humans are pushed into the shadows of “the Basement,” a shanty‑town underclass with echoes of dystopian sci‑fi and, unmistakably, the neon‑grit of Spider‑Man 2099. It’s a bold departure from the comics’ Counter‑Earth, but here it works. The show commits to the aesthetic, and the result is something unexpectedly rich, textured, and — dare we say — new.

For a series that rarely gets the credit it deserves, Unlimited looks stunning. The animation thrives on the vertical sprawl of this alternate New York, and the Human Resistance — ragged, angry, and morally grey — give the story a grounding it didn’t have in Part 1. John Jameson’s shift from dutiful astronaut to hardened rebel leader shouldn’t work, but somehow it does. His alliance with Spider‑Man is uneasy, prickly, and believable, especially once Spidey’s lack of a tracking tag marks him as an anomaly worth trusting. And the ethical tension is already simmering: as Karen tells him, if he’d lived their lives, he might understand — or even condone — their violent retaliation against the Bestials.

Meanwhile, Peter begins to carve out a life on this strange world. Doctor Naoko offers him a home, Jameson offers him a cause, and the Symbiotes — now operating with a purpose entirely their own — stalk the edges of the narrative. Venom and Carnage seem almost distracted from their spore‑spreading mission, fixated instead on capturing Spider‑Man for the High Evolutionary. Their presence adds a constant, twitching threat to every scene, a reminder that Peter’s problems are multiplying faster than he can web them up.

As a two‑part opener, Worlds Apart ends with real momentum and a sense of vast potential. It’s stylish, ambitious, and confident in its world‑building — which makes the show’s eventual cancellation feel all the more frustrating. For now, though, the stage is set: a new world, new allies, new enemies, and a Spider‑Man who has never been further from home.

Spider-Man wakes strapped to a table in the heart of the High Evolutionary’s domain, surrounded by the Knights of Wundagore and moments away from being dissected “for science.” The High Evolutionary finally reveals his truth: he came to Counter-Earth seeking utopia, found only humanity’s familiar flaws, and decided to overwrite them by force – birthing the bestials as his “New Men.” To him, Spider-Man is an unpredictable contaminant in a perfectly controlled experiment. That’s all the motivation Spidey needs to break free, smash his restraints, and bolt through the citadel with the Knights firing at his heels.

He bursts onto the roof just in time to collide with a human resistance cell led by Karen O’Malley and Daniel Bromley. Their escape becomes a full aerial chase through the city – Machine Men, Knights, explosions, and one very stressed getaway truck. As they dive into the undercity, Spider-Man learns the truth of Counter-Earth’s hierarchy: humans are tagged, tracked, and pushed to the margins, while the High Evolutionary’s forces rule from above. And worse, the Knights aren’t even the most terrifying threat hunting him.

Down in the sewers, the rebels bring Spider-Man to their hidden base – only for John Jameson himself to step from the shadows, gun raised, demanding proof that this masked stranger is truly the Spider-Man he once knew. After a tense test of identity, John accepts him… just in time for the base to be overrun. Venom and Carnage have arrived on Counter-Earth with their own agenda, enslaving bestials through the Synoptic spores and turning them into a mindless army. The rebels are overwhelmed, Vermin stalks the rafters, and Spider-Man is nearly consumed by the symbiotes before unleashing a sonic blast that forces Venom and Carnage to retreat.

When the dust settles, the rebels want to execute the freed bestials, arguing that their very existence makes them a threat. Spider-Man refuses to let them become executioners, forcing John to stand down. The base is compromised anyway – Vermin escaped, the symbiotes escaped, and the war outside hasn’t slowed for a moment. As the rebels evacuate, tensions flare between Spider-Man and John: John refuses to return to Earth, convinced his place is here, fighting for Counter-Earth’s oppressed humans.

Left with no ship, no allies he fully trusts, and no clear path home, Peter tries to blend into the human quarter. When a Machine Man targets a young boy, Peter intervenes bare‑handed, destroying the robot and burning himself in the process. The boy’s mother, Naoko Yamada-Jones, takes him in, offering him a room to rent. Alone in the quiet of that small space, Peter promises MJ – wherever she is—that he’ll find a way back to her. But for now, he’s stranded on a world tearing itself apart, and he’s the only untagged human left who can move freely through it.

Despite being named as the High Evolutionary, for some reason the character doesn’t resemble his comic book counterpart in appearance. His story, about the discovery of Counter-Earth is comic accurate. His new costume is not.

We meet the Human Resistance in force in this episode. Spidey doesn’t mention Karen O’Malley’s resemblance to Mary Jane, although she is mentioned twice. Only Bromley is named in this episode.

Spider-Man seems to use ‘impact webbing’ while fighting the Knights of Wundagore, a form of attack originally devised by his clone brother Ben Reilly.

Spidey makes a joke about never meeting a woman who lives in a penthouse – he’s seemingly forgotten about Felicia Hardy in Spider-Man.

Venom refers to Spider-Man’s first encounter with him in The Alien Costume and also mentions being ‘one with him’. Their plan to spore the Synoptic over Counter-Earth is comparable to the comics King in Black storyline.

The futuristic weaponry used by the Resistance resembles Cable’s tech in X-Men.