Flipside is an android created during the Heroic Age to adopt the powers of the first recorded superhero it encountered. He was kept by "Packrat" and his thieves band, apparently broken, in reality scanning to adopt one of the many super-heroes profiles recorded. When the thieves found Spider-Man during Nightshade looting, they bring him to repair the dormant.

Dormant for decades, the first hero Flipside met was this Spider-Man of the 22nd Century. Scanning him, he uses Spider-Man and Venom templates to mimic him. The mix of those patterns results in a Spider-Man like psychotic being, who wanted to be "friend" with Miguel, and started killing the looters when he was rejected.

O'Hara thought he had destroyed it, but Flipside restores himself and massacre Packrat's men.


Probably seemingly to Spider-Man 2099, as a combination of both Spider-Man and Venom

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