Marvel released quite a few animated series in the '90s following the success of cartoons like Spider-Man: The Animated Series and X-Men: The Animated Series, though none of them were quite like the unique but short-lived series that debuted in 1999 to close out the decade that was known as Spider-Man Unlimited.

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Following the huge success of the future-set Batman Beyond animated series, Spider-Man Unlimited was given a similar futuristic overhaul, though it was done in a very unique, Marvel-esque way that caused quite a few changes to Spider-Man's established storyline and characters.

10 The Series Took Place On The Distant Counter-Earth

Counter-Earth reflected in Spider-Man Unlimited's lenses

Instead of setting the series in the actual future like Batman BeyondSpider-Man Unlimited simply changed the location by having Spider-Man travel to the recently discovered planet known as Counter-Earth on the opposite side of the sun as the regular Earth.

Counter-Earth had existed in the comics for years and served as the basis for the animated world as well, given the human and bestial populations that developed due to the High Evolutionary's presence. The cities and technology were also advanced immensely to achieve the desired futuristic setting.

9 Spider-Man Had A New Nanotech Suit From Reed Richards

Peter Parker checks out his new costume in Spider-Man Unlimited

Peter Parker first appeared in a version of his classic red and blue costume that teased the series' connection to the preceding fan-favorite Spider-Man: The Animated Series, though he quickly abandoned his classic costume for a brand new, high-tech suit that was stored in a device on his wrist.

While the construction of the highly advanced nanotech suit worn by Spider-Man is never shown in the series, it is revealed to have been designed with the help of Reed Richards of the Fantastic Four. Some design elements of the costume like the tattered web cape also served as an homage to the incredibly popular Spider-Man 2099 character that partially inspired the animated series.

8 Peter Parker Had A New "Family," Though He Was Still With MJ

Spider-Man Unlimited's Peter Parker and Naoko Yamada

The original '90s Spider-Man animated series established Mary Jane Watson as the love of Peter Parker's life, and she briefly returned in the first episode of Spider-Man Unlimited in the same role— though she was left behind on Earth when Spider-Man traveled to Counter-Earth.

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Peter Parker was forced to find a new place to live while he was there, which brought Naoko Yamada and her son Shayne into his life as a surrogate new family, even though he was still with Mary Jane back on Earth. While their relationship never turned romantic in the series, it was clear that Nakao and Shayne were there to change Peter's usual family dynamic.

7 Counter-Earth's Green Goblin Was Kind Of A Good Guy

Green Goblin in Spider-Man Unlimited

Spider-Man Unlimited was also well-known for the wildly different takes on some of the wall-crawler's usual rogue's gallery, as the few who appeared on the series were incredibly different Counter-Earth versions that included the heroic Green Goblin.

Dr. Nakao Yamada's estranged husband Hector Jones decided to create his own heroic identity to fight against the Bestials. Spider-Man and Green Goblin established a tenuous partnership, though Hector and Peter were hostile towards each other after he discovered Parker was living with his ex-wife and son.

6 High Evolutionary Looked Nothing Like His Comic Counterpart

High Evolutionary on Spider-Man Unlimited and his comic counterpart

Dr. Herbert Wyndham was an experimental geneticist who unlocked the secrets of the human genome and began his new life as the High Evolutionary, dedicated to creating an advanced race of human/alien hybrids known as Bestials. High Evolutionary was an odd choice for the series' main villain, though his connection to Counter-Earth as its original creator made sense.

Unfortunately, the character featured a very different appearance than his comic counterpart, and his sleek recognizable armor was exchanged for bio-organic throne wear that made him look ridiculous instead of menacing.

5 John Jameson Was Transformed Into Man-Wolf By The High Evolutionary

Man-Wolf on Spider-Man Unlimited

Spider-Man's trip to Counter-Earth follows the loss of astronaut John Jameson on the mysterious planet after it was first discovered, and the son of J. Jonah Jameson would continue to play a main role in the series after he was found on Counter-Earth. Spider-Man Unlimited also featured John Jameson's transformed Man-Wolf form as well, though his origins were altered.

Instead of finding a powerful moonstone that cursed him with lycanthropy, Jameson's Man-Wolf form was now caused due to experimentation from the High Evolutionary. While the new change worked well for the series, it didn't bring Man-Wolf to the small screen for the first time in the best way.

4 Machine Man Appeared On The Series, Though His Origins Were Tied To Counter-Earth

X-51 Machine Man on Spider-Man Unlimited

While the character of Machine Man has taken on the human name of Aaron Stack in the comics following his creation on Earth, Spider-Man Unlimited introduced a new version of X-52 the Machine Man that was based on Counter-Earth.

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The Machine Men automatons were the High Evolutionary's security force in Spider-Man Unlimited, though X-51 was discovered by Spider-Man and rewired to become an ally for the human underground that rose to fight against the High Evolutionary.

3 Counter-Earth Versions Of Electro & Kraven the Hunter Appeared

Counter-Earth The hunter and Electro on Spider-Man Unlimited

Similar to how Green Goblin was reimagined for the series, Spider-Man Unlimited also introduced Counter-Earth versions of other classic villains from Spider-Man's rogues' gallery that included new versions of characters like Kraven the Hunter and Electro.

The Hunter was one of the few humans who worked for the High Evolutionary as a mercenary who was hired to hunt down Spider-Man with advanced weaponry. The Counter-Earth version of Electro was a bestial electric eel who worked for the High Evolutionary that was only confused as Earth's Electro by Spider-Man.

2 Venom & Carnage Had No Hosts And Served The Mysterious Synoptic

Venom and Carnage merged together on Spider-Man Unlimited

One of the biggest changes seen in Spider-Man Unlimited was the new versions of symbiotic characters like Venom and Carnage, who were the reason Spider-Man traveled to Counter-Earth initially after they hijacked John Jameson's space shuttle. The symbiotes had apparently evolved beyond the need for a human host which gave them additional powers.

Venom and Carnage were now able to form together as one dangerous being, and they worked for an alien hive-mind known as the Synoptic who served as the series other main bad, though the series cliffhanger ending left a lot unrevealed about Venom and Carnage's connection to the Synoptic.

1 Spider-Man Became An Underground Freedom Fighter

Spider-Man Unlimited was a freedom fighter

While Spider-Man on Earth was known as the friendly neighborhood wall-crawler, he was thrown into completely different territory on Counter-Earth when he discovered the strict class system that separated the human population from the favored bestials of the High Evolutionary.

Spider-Man joined with John Jameson and the human underground to help bring down the oppression of the High Evolutionary, effectively transforming Spider-Man from costumed superhero to dedicated freedom fighter, though the series cancelation after the first season left this new development in his career unexplored.

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