5. Trouble from Home
The episode begins in Counter-Earth's orbit, where a new ship exits the stargate leading from Earth. This new ship, the Solaris III, is pulled from orbit by one of the High Evolutionary's tractor beams. On the surface, the Rhino and the Shocker dislodge and are soon captured by the Machine Men. Later, after they wake up and find themselves imprisoned, Sir Ram, with Ladies Ursula and Vermin at his side, threaten to torture them if they don't tell the Knights of Wundagore what they are doing here. The newly-arrived villains tell the Knights that they're here to kill Spider-Man. They briefly explain their mission and reveal that they know that he's Peter Parker. With that, Sir Ram releases the Rhino and Shocker and then has them join the Knights and the Machine Man task force assigned to search for Peter, starting in the Basement.
Elsewhere in Counter-Earth New York, a group of the Human Resistance, consisting of Daniel Bromley, Git Hoskins, and Spider-Man, liberate several humans from a human-farming factory before blowing it up, destroying the remaining Machine Men that haven't been destroyed in the preceding battle. The Human Resistance group then take their liberated captives into the sewers to lead them back to their base and convince whoever is interested to join their cause. Soon, they all return to base, where John Jameson, leader of the Human Resistance, quickly briefs the liberated captives with what's going on: since his return to Counter-Earth with Spider-Man, the Human Resistance's efforts have carved a substantial mark into the High Evolutionary's various bases and operations; in short, the Human Resistance is so far winning the war against the Beastials.
Afterwards, Spider-Man swings away to return to Naoko Yamada-Jones's medical clinic as Peter Parker. There, Naoko reveals to Peter that she and Shane are members of the Human Resistance (which Peter already knows as Spider-Man), and she offers to have him join the resistance, too. Peter is hesitant, considering that he already is a member, but before he can answer, the Knights of Wundagore, along with their Machine Men, the Rhino, and the Shocker, invade the clinic. Peter, Naoko, and Shane gun down several Machine Men before they're captured, with Peter being pinned against a wall by the Rhino and the Shocker ready to blast him into oblivion. So, with that, Peter uses his powers to escape, revealing to Naoko and Shane that he is Spider-Man, which the invaders confirm. Peter changes into his Spider-Man outfit and fights off Rhino and Shocker, defeating them both. However, the Knights threaten to kill Naoko and Shane if Spider-Man doesn't surrender. Seeing no choice, as he wants Naoko and Shane spared, Spider-Man surrenders. But then several Resistance members arrive, destroying the remaining Machine Men and forcing the Knights to flee. Rhino and Shocker are captured, and they're taken away by the Resistance back to their base… right after Spider-Man knocks them both unconscious. Afterwards, Naoko and Shane covertly tell Spider-Man that they won't inform any of the Resistance of his secret identity.
Back at the base, Spider-Man and Naoko act as the interrogators of Rhino and Shocker, Naoko having them given them a truth serum to ensure their cooperation. The villains tell them all they know about the High Evolutionary, which isn't really anymore than what the resistance already know themselves, and they also explain why they were sent to Counter-Earth; to kill Spider-Man for the Kingpin. After Spider-Man asks them how they and the Kingpin knew about his secret identity, he's shocked to find out that Mary Jane betrayed him to Wilson Fisk. With that, Spider-Man considers returning to Earth to confront his ex-wife about this matter, though Naoko suggests that he stay on Counter-Earth long enough to see that the High Evolutionary is defeated forever. He accepts this. And as for Rhino and Shocker, Spider-Man convinces Jameson to send them back to the High Evolutionary; considering their failure to accomplish their mission, the High Evolutionary won't be pleased to see them again, and whatever actions she takes upon them will bear no direct responsibility to the Human Resistance itself.
Later, Rhino and Shocker are dropped off neat Castle Wundagore by Daniel Bromley and several other resistance members, who ride away in their vehicle. As Machine Man guards race out to collect them, Venom and Carnage suddenly appear out of a nearby alley. They quickly dispatch the Machine Men and then Venom envelops Rhino while Carnage envelops Shocker until both villains disappear into their bodies. Venom and Carnage both act reenergized…