Herbert Wyndham aka The High Evolutionary was disgusted with the behavior of human on Earth and believed that a greater genetic diversity heightens survival traits. He left Earth to travel to Counter-Earth and created a human/animal creatures loyal only to him called Beastials.

The High Evolutionary also created an elite squad of Beastials called the Knights of Wundagore, who alson use the Machine Men to keep the humans in order. New York City on Counter-Earthis divided vertically with humans living on the bottom and the Beastials living miles above the street. The High Evolutionary's plan was simple, to turn this planet into an earthly paradise, no matter what it takes, that is until Spider-man and the Symbiotes arrive.