What the hell is going on with this planet?
Peter and John emerged from the wilderness after several hours of hiking, finally reaching the outskirts of what appeared to be a major metropolitan area. Both men stopped dead in their tracks, jaws dropping in synchronized shock.
The city spread before them in dizzying layers—towering skyscrapers of gleaming steel and glass, elevated highways crisscrossing at multiple altitudes, holographic advertisements painting the sky in neon colors. Advanced maglev trains hummed along suspended tracks while flying vehicles zipped between buildings with practiced ease.
It looked almost exactly like New York City.
Almost.
"This place..." John started, his voice trailing off as his brain struggled to process what his eyes were showing him. "It looks like New York, but..."
"More like the Central Park Zoo gained sentience and conquered Manhattan?" Peter finished, his tone carrying that particular blend of horror and fascination reserved for truly surreal situations. "Or maybe it's a circus that achieved technological singularity. Did you see that? That gorilla is piloting a flying car! What is this, Rise of the Planet of the Apes meets Zootopia?"
He gestured emphatically at the sky where a massive silverback gorilla in a business suit maneuvered a sleek hovercraeft between buildings, one massive hand casually gripping the control yoke while the other held what appeared to be a briefcase.
"Yes," John said weakly, still trying to reconcile the impossible sight before him. "That's... really strange doesn't quite cover it."
The evidence was overwhelming now—this had to be an artificially created planet. Not that animals couldn't theoretically evolve intelligence through natural processes, but for every species to simultaneously develop sentience, technology, and civilization? For them all to reach the exact same technological level at the exact same time?
Statistically impossible. This was deliberate design.
"That makes us the outsiders here," John observed quietly, suddenly very aware of how vulnerable they were. Two humans on a planet where humanity clearly wasn't the dominant species.
"Not us," Peter corrected, pointing at John with one web-shooter-equipped wrist. "Just you. They might mistake me for some kind of spider-themed beastman or something. I've got the whole anthropomorphic arachnid thing going for me."
The joke fell flat even to Peter's own ears.
"But that's nothing to celebrate," he admitted, already scanning the city's perimeter for entry points and surveillance blind spots. "We need to infiltrate, gather intelligence, figure out what's actually happening here before we can formulate any kind of escape plan."
Peter reached into one of his suit's utility pouches—the advanced fabric containing more storage space than seemed physically possible—and pulled out a bronze-colored mask. The device looked surprisingly substantial, almost medieval in its metallic construction, though the subtle technological elements built into its surface betrayed far more sophisticated origins.
"What's that?" John asked, eyeing the mask with suspicion.
"Bionic face mask," Peter explained casually, as if this were the most normal piece of equipment in the world. "Technology reverse-engineered from the Highbreed who tried to kill the universe a few months back."
"The what who did what?!" John's voice climbed toward hysteria.
Peter waved dismissively. "Long story. Classified Plumber business. Not important right now."
The battle against the Highbreed had been kept completely secret from the general public, as had the entire multiversal collision crisis. Most civilians had no idea they'd been living through potential universal annihilation on a near-weekly basis.
No sense causing mass panic when the heroes handled it.
"The important part," Peter continued, manipulating controls built into the mask's inner surface, "is that once you wear this, it uses holographic projection and bio-kinetic field manipulation to completely alter your appearance. We can disguise ourselves as whatever species we want."
He adjusted the settings, programming the mask to project an animal-human hybrid appearance rather than its default human mimicry. "Watch."
Peter pressed the mask to his face. The bronze surface flowed like liquid metal, spreading across his features and conforming to his skull structure. For a moment, nothing seemed to change.
Then the transformation began.
Additional limbs erupted from Peter's ribcage with disturbing organic sounds—four extra spider-legs bursting through the fabric of his costume, each one covered in bristling black hair. His eyes multiplied, the original two splitting and multiplying until six pairs of compound eyes dotted his face in symmetrical patterns. His body elongated slightly, proportions shifting to something more arachnid while maintaining bipedal structure.
John stumbled backward, very nearly falling on his ass in shocked horror. "Bruce Almighty!"
"Relax," Peter's voice emerged oddly distorted through the mask's vocal modulator, carrying slight clicking undertones. "It's just a hologram. Mostly. The extra limbs are solid-light constructs—you can touch them, but they're not real tissue."
He demonstrated by tapping one spider-leg against the ground, the appendage leaving very real divots in the soil.
"Your turn," Peter said, offering John the second mask with one of his new spider-limbs in a gesture that was somehow more disturbing than if he'd used his actual hands.
"This is... okay..." John took the mask with trembling fingers, clearly having second thoughts about this entire adventure.
The astronaut donned the device. After a few seconds of calibration, his form rippled and shifted, human features melting into something sleeker and more predatory. Spotted fur emerged across his skin, his jaw elongated into a more pronounced muzzle, ears migrated to the top of his head and became triangular.
He'd transformed into a jaguar-human hybrid—still bipedal and clothed, but unmistakably feline in appearance.
The two infiltrators walked toward the city's outskirts with as much confidence as they could fake, trying to project the casual authority of beings who belonged here.
They discovered almost immediately that Counter-Earth's population wasn't entirely composed of anthropomorphic animals. Humans were present.
But their position in society was... problematic.
The humans lived at the very bottom of the urban hierarchy—literally. While The beastial occupied the gleaming towers and flew through the upper airways in their advanced vehicles, baseline humanity scurried through the ground-level streets like vermin. They reminded Peter uncomfortably of rats in sewers, looking up at the sky they could never reach.
The ground level received almost no maintenance from the beastman government. Only the most basic sanitation work was performed, just enough to prevent the stench from rising to the elevated platforms where the ruling class lived and worked. Oil stains spread across cracked pavement like diseased pools. Garbage accumulated in corners, rotting in the perpetual shadow of the towers above.
A few massive purple robots—each standing twelve feet tall with vaguely humanoid proportions—patrolled the streets with mechanical precision. Their optical sensors swept back and forth, monitoring the human population with cold dispassion.
The humans themselves wore ragged clothing, faces smudged with dirt and grime that spoke of inadequate access to clean water. Every face Peter saw carried the same expression: wariness mixed with barely suppressed hatred, survival instincts warning them to avoid drawing attention from either the robotic enforcers or The beastial above.
"Seems like the animals on this planet don't have a very good relationship with humanity," John observed quietly, his jaguar mask's ears flattening against his skull in what the disguise software interpreted as distress.
"I don't think the relationship between animals and humans on Earth is particularly good either," Peter said darkly. "I mean, cattle and sheep don't exactly volunteer to become hamburgers and wool coats. This is just... the power dynamic reversed."
A horrible thought occurred to him.
"Do you think these beastmen eat people?" Peter asked, his voice dropping to a whisper. "Like, do you think somewhere on this planet there's a massive human breeding facility? Industrial-scale operations raising 'meat humans' or 'milk humans' or whatever horrifying category—"
"Stop talking," John hissed, his feline features twisting with nausea. "Please. Just stop."
For the first time, John Jameson understood—really, truly understood—why his father found Spider-Man so insufferable. It wasn't just the quips during combat or the jokes about terrible situations.
It was this. The ability to verbally paint nightmarish scenarios in vivid detail until your imagination supplied all the horrible specifics you wished you could un-know.
"I'm just saying," Peter continued, apparently unable to help himself, "they're carnivores, right? Or at least omnivores. They need protein in their diet. And if humans are the subordinate species here—"
"I will pay you to shut up," John interrupted desperately.
Peter mercifully fell silent for approximately ten seconds.
"But seriously, where do you think they get their—"
A screeching of metal on metal cut off Peter's speculation.
Both men's heads whipped toward the source of the sound. A damaged flying vehicle—its anti-gravity generators sparking with electrical failure—careened out of control through the lower airspace. It clipped the side of a building, spun wildly, and crashed directly into one of the massive purple patrol robots.
The robot staggered from the impact, its programming immediately glitching from the damage. Warning lights flared across its chassis as corrupted code flooded its threat assessment protocols.
Its optical sensors locked onto the nearest moving target: a small human child, maybe six years old, who'd been playing with a broken toy near the crash site.
The robot's arm cannons deployed with mechanical precision, targeting lasers painting red dots across the terrified child's chest.
"Don't even think about it!" John started to shout.
Peter was already moving.
He didn't consciously decide to intervene—his body simply reacted, years of Spider-Man training overriding self-preservation instincts. He launched himself across the intervening distance in a single enhanced leap that carried him dozens of meters through the air, the holographic spider-legs from his disguise spreading wide like actual arachnid limbs.
His boot connected with the robot's head with enough force to punch through reinforced polymer plating. The impact sent kinetic shockwaves through the machine's entire frame, critical systems shattering like glass.
The robot toppled backward, sparks fountaining from the crater in its skull, its targeting systems permanently offline.
Peter landed in a crouch between the destroyed machine and the child, his multiple eyes swiveling to ensure the threat was neutralized.
"Seriously?" he said to the smoking wreckage, his voice carrying genuine indignation. "You're going to classify a child as a hostile target? What kind of garbage programming is that? Did a psychopath write your threat assessment algorithms?"
The current iteration of Peter Parker was vastly more powerful than his earlier self. Ben had created an advanced version of the gene-completion serum specifically designed to unlock latent abilities Peter's original spider-bite had left dormant. The treatment had dramatically enhanced his baseline statistics—strength, speed, durability, healing factor—all improved by orders of magnitude.
More importantly, it had granted him derivative abilities from other Spider-People across the multiverse: bio-electric discharge copied from Miles Morales's genetics, active camouflage invisibility from an alternate Peter's evolved powers.
Destroying a patrol robot was trivial now. Peter could have done it with one hand while solving differential equations with the other.
The terrified child's mother rushed forward, scooping up her son and clutching him to her chest with desperate strength. Tears streamed down her face—equal parts relief and residual terror.
"Thank you," she gasped, her voice breaking. "Thank you, thank you—"
But she remained wary despite her gratitude, her eyes darting between Peter's arachnid appearance and John's feline features. The masks were working—she clearly thought they were beastmen, which meant gratitude warred with learned fear and suspicion.
"Wait, please don't be afraid!" John quickly intervened, his hands raised in a placating gesture.
He reached up and briefly lifted the edge of his jaguar mask, revealing his actual human face beneath for just a few seconds before the mask settled back into place. Long enough for recognition but not long enough for any surveillance cameras to capture a clear image.
"We're not beastmen," John said urgently. "We're human. Like you. We're here to help."
The woman and child froze, shock replacing fear in their expressions.
Understanding dawned slowly—these weren't oppressors pretending to be kind. These were fellow humans who'd somehow acquired the ability to pass as the ruling class.
"Follow me," the woman said decisively after only a moment's hesitation. "Quickly, before more security arrives!"
She led them into a narrow alley between crumbling buildings, navigating through shadows with the practiced ease of someone who'd spent years avoiding surveillance. The passages grew progressively narrower and darker until they reached a nondescript door marked only by faded medical symbols.
A clinic. Makeshift, clearly operating without official sanction, but a clinic nonetheless.
Only after the door sealed behind them and the woman activated what appeared to be a basic signal jammer did John feel safe enough to remove his mask completely.
"My name is Naoko," the woman said, her posture relaxing slightly now that they were behind secured walls. She gestured to the child still clinging to her leg. "This is my son, Shayne."
Peter scanned their faces with clinical assessment—Naoko possessed delicate features and fair skin, while Shayne's complexion was considerably darker. The genetic disparity was obvious.
"My name is John Jameson," the astronaut said formally, extending his hand for a proper handshake. "This is Spider-Man."
"Spider-Man?" Both Naoko and Shayne stared at Peter with renewed suspicion, their expressions darkening. "Is he a beastman? One of them?"
"No, he's human too," John said quickly, then looked at Peter with barely concealed curiosity. "Spider-Man is just his... hero name. Right? How about you take off the mask so they can see?"
John had never seen Spider-Man's actual face. The mystery had been gnawing at him for years—what did the famous hero look like beneath that mask? Was he hideously scarred? Extraordinarily handsome? Completely ordinary?
The anticipation was almost unbearable.
"Spider-Man never takes off his mask," Peter protested automatically, the response so ingrained it emerged without conscious thought.
"That's complete nonsense," John countered, his expression taking on the particular intensity of someone who'd been waiting for this moment far too long. "Besides, we're not even on Earth anymore. What are you afraid of? That I'm going to leak your identity to the Counter-Earth tabloids?"
His eyes gleamed with manic curiosity, like Kakashi finally being forced to reveal his face.
Is it grotesque disfigurement? John wondered. Distinctive scars that would make him instantly recognizable? Some kind of hideous mutation?
"Just take it off," John pressed. "I'll keep your secret, I promise!"
"Fine, fine..." Peter feigned reluctant resignation.
In reality, he was secretly activating the bionic face mask's secondary function beneath his Spider-Man cowl, programming it to display a completely different appearance—specifically, the face of Peter Parker from Universe-1610.
The mask came off, revealing blonde hair, striking blue eyes, and aristocratic features that could have graced fashion magazine covers. The kind of face that suggested old money and private schools, genetic privilege combined with excellent bone structure.
He looked exactly like the alternate Peter he'd met during the Spider-Verse crisis—the one who'd mentored Miles Morales and had his life relatively together.
"You're... actually quite handsome," John said, surprised despite himself. He'd been expecting something far more ordinary.
"I don't wear a mask because I'm ugly," Peter said with evident irritation, as if this were a constant source of frustration. "I wear it to protect my identity and my loved ones from psychotic villains who'd target them for revenge. Basic superhero operational security."
He wasn't quite as conventionally attractive as this blonde alternate version—his actual face carried more of a nerdy, approachable quality rather than this sculpted perfection—but he certainly wasn't unattractive.
"Can you tell us what's happening on this planet?" Peter asked, redirecting the conversation toward more pressing concerns. "What's the situation with these anthropomorphic animals? And we've noticed that humans here seem to occupy a particularly unfortunate position in society."
"This planet?" Naoko's eyes widened. "Are you... aliens?"
"We're from another planet, yes," Peter confirmed. "But calling us 'aliens' might be technically inaccurate..."
He raised his wrist, activating the Omnitrix's scanning function and directing it toward Naoko. The device hummed briefly, analyzing her genetic structure at the molecular level.
The readout confirmed what Peter had suspected.
"Our genes are essentially identical," he said, studying the data with growing confusion. "You're completely human by every measurable standard. Same DNA structure, same chromosomal patterns, same evolutionary markers."
Peter's mind raced through the implications.
"This planet..." he said slowly, puzzle pieces clicking together. "It's like it fell here from a parallel universe."