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

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 band of thieves, apparently broken. In reality, the android remained locked into scanning mode, still trying to adopt one of the many super-heroes profiles recorded all these years after its creation.

When the thieves found Spider-Man during Nightshade looting, they bring him to repair the dormant machine.

Having been dormant for decades, the first hero Flipside met being this Spider-Man of the 22nd Century. Although he scanned him, Flipside was unable to identify the new hero. Thus, he uses Spider-Man and Venom templates to mimic him.

The mix of these patterns results in a psychotic Spider-Man-like 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 merely restores himself and massacre Packrat's men.

Powers

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



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