Quote1 I'm gonna be your bestest friend for the rest of your whole entire life... If that's OK with you... And if not, well fine! Then I'll kill ya! Quote2
-- Flipside src

Using Flipside's obsession with Spider-Man and Venom to his advantage, Goblin convinced the android to track the two for him. The three spiders would get together and attempt to team-up, but quickly started to battle each other instead.

Later, Spider-Man would trick Flipside into accompanying him to a S.H.I.E.L.D. outpost. They reprogrammed him and turned him into a S.H.I.E.L.D. agent.[1]


Seemingly those of the Flipside of Earth-928.

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