Spider-Man (Peter Parker) In his early 20s and a successful crime photographer, Peter Parker longs to return to his own world and leave Counter-Earth. In this alternate world, Spider-Man still has his four basic powers - Spider-Strength, Spider-Speed, Spider-Grip and Spider-Sense - but he has an all-new costume based on nano-technology. The new costume can cover him in a matter of seconds and he has new eye-shields and provide him with infrared, augmented and magnified vision. Peter makes money on Counter-Earth much the same way he did on Earth, by selling crime pictures and photos of the mysterious new super-hero Spider-Man to various publications.

John Jameson John is the leader of the underground human resistance movement against The Machine Men and Knights of Wundagore. Jameson is a man with a mission - he's totally focused on seeing the humans' revolution come to pass. The only other passions he has besides the revolution is Karen O'Malley, a redhead who's Jameson's second in command. Karen wants to keep things on a comrades-in-arms level, at least until the revolution has been successful. What makes all this awkward is that Karen is attracted to the mysterious Spider-Man.

Naoko Yamada-Jones Peter Parker needs a place to stay on this new world, and so he rents a room from Naoko Yamada-Jones, a feisty, attractive divorcee with a precocious 7-year-old son, Shayne. Nao makes her money as a doctor, but, despite her obvious skill, being a full-fledged human has limited her practice. Naoko's practice brings a mix of the city to her doorstep, giving her more knowledge of what goes on in the lower levels of society than anyone else, which can often be a help to Peter and Spider-Man.

Shayne Yamada-Jones Peter Parker rescues 7-year-old Shayne Yamada-Jones from a Machine Man. Shayne's mom, Naoko, witness the rescue, which is how Peter gets his apartment. Much to his mother's unquestionably embrace the mysterious Peter Parker as his new father figure.

Karen O-Malley Fiery Karen O'Malley is John Jameson's second-in-command. O'Malley gives men a run for their money and battles with the best of 'em. Prior to Spidey's arrival on Counter-Earth, Jameson and O'Malley were looking like an item, but now she's showing interest in Spider-Man.

Machine Man X-51 Machine Man X-51 is one of the High Evolutionary's robot troopers that broke rank and is now able to have independent thought and acts of free will. Aided by his new friend Shayne, as well as Spider-Man and a reluctant John Jameson, X-51 is now a member of the freedom fighters. X-51 can fly for short distances, is super-humanly strong and fast, and can telescope his limbs to a distance of 50 feet. He can also process information and calculations with super-human speed and accuracy.

The Vulture The Vulture of Counter-Earth is not a human like his Earthly namesake, but a Beastial who believes passionately in the rights of humans. He's a freedom fighter who has allied with the human underground in order to overthrow the High Evolutionary. At first, he thinks Spider-Man is a pawn of the High Evolutionary, and even after the two realize they're on the same side, they continue to rub each other the wrong way.

The Goblin On Counter-Earth, the Goblin is a hero who has sworn vengeance on the High Evolutionary and to protect humans from Beastial oppression. He's just wacky enough that Spidey wonders sometimes if he's better off without this loose cannon. Spidey is initially suspicious of the Goblin's motives, but eventually they become almost a team.

High Evolutionary The High Evolutionary was frustrated with human behavior on his own world and believed that genetic diversity heightens survival traits. He escaped to Counter-Earth and created an elite corps of human/animal creatures loyal only to him, called The Knights of Wundagore. Now the city is divided vertically with humans living on the bottom and the more affluent Beastials living miles above the street. The High Evolutionary's goal is simple, to turn his planet into an earthly paradise - no matter what it takes.

Venom Venom is one of Spider-Man's worst enemies. Venom was created from an alien symbiote (a creature from a world outside our solar system) that bonded to Eddie Brock, a former photojournalist with a grudge against both Peter Parker and Spider-Man. Both Venom and Carnage came to Counter-Earth in hopes of a new world to plunder. Currently, they're working for the High Evolutionary. Neither Venom nor Carnage trigger Spidey's Spider-Sense, allowing them to pounce on the web-slinger without warning.

Carnage On Earth, Cletus Kasady was possessed by an alien symbiote similar to Venom's. The result was Carnage. As the symbiote infiltrated Kasady's mind, it gave him a mission - that all humans and Beastials should be bonded with symbiotes. This is the symbiotes' ultimate plan (and, by extension, the ultimate plan of Venom and Carnage) - to bring all intelligent life on Counter-Earth under its control.

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