Flipside was an android designed to copy the powers and appearance of any super-humans it came in contact with. It was left dormant until the year 2099 AD, where it was revived and encountered Spider-Man 2099. Its identification software believed he could be Spider-Man or Venom so it combined the power data from both of them and became a psychotic villain who believed he was the "Flipside" to Spider-Man 2099. He tried to be Spider-Man 2099's friends but when Flipside thought Spider-Man 2099 didn't like him he snapped and tried to kill him. After a drawn out battle, Flipside was destroyed. However it was revealed that Flipside can regenerate himself.