[10] "One Is The Lonliest Number" was produced as and supposed to be episode 10, but it was packaged as the 11th by Fox Kids' decision, thus creating continuity errors with Spider-Man referring to his battle with Venom at the middle of "Family Matters" while this battle was delayed by an episode and with the High Evolutionary referring to Spider-Man's interference with his attempts to control the Symbiotes near the end of "Family Matters", which also happens in "One Is The Lonliest Number" and is yet to be shown to the audience.

While covering the launch of John Jameson's one-man mission to Counter-Earth (another Earth located on the far side of the Sun), Spider-Man attempts to stop his two symbiote adversaries Venom and Carnage from boarding the shuttlecraft.

After John Jameson had made contact with Earth through a distress signal, Spider-Man borrows nanotechnology from Reed Richards to design a new suit that incorporates built in upgraded webshooters and spider-tracers, stealth technology and anti-symbiote sonic weaponry.

With Jameson reluctant to return until all of the Bestials are defeated, Spider-Man elects to remain on Counter-Earth, blending in as best as he can as Peter Parker, taking up residence in the apartment of a doctor, Naoko Yamada-Jones and her son Shane and fighting the High Evolutionary, his Knights of Wundagore, and his Machine Men alongside the rebels as Spider-Man.

[25] As with the majority of the other Disney-acquired Marvel Comics animated series, Liberation Entertainment UK planned to release this on DVD in 2009.

Due to Liberation's bankruptcy, the Marvel licenses were re-acquired by Clear Vision Ltd, who released it on DVD (in Region 2 PAL format) in a two-disk set containing all 13 episodes.

The first two issues were adapted from the first three episodes of the series, with the last three providing their own storyline in which Counter-Earth served as an alternate reality to our own Earth, rather than its own planet, with all of the Fantastic Four exist with the same human appearance and names but with other biographies.

He joins forces with Dusk and remains in this suit until he defeats both villains and transported back to his homeworld with the knocked out Carnage.