"To be completely honest," Peter said, perched on the wall with casual ease despite having just demolished three of Counter-Earth's most powerful warriors, "I'm quite surprised by your strength."
He looked down at the Knights of Wundagore, his posture relaxed but alert.
"Actually, scratch that—I'm not surprised by your strength. I'm surprised by how weak you are." Peter's tone carried genuine puzzlement rather than mockery. "The legendary Four Knights of Wundagore, feared across this entire planet, and I beat you without even using my watch. That's... disappointing, honestly."
When was the last time he'd defeated enemies this decisively using only his base Spider-Man abilities? Before the gene-completion serum, certainly. Before Ben had unlocked his full potential and granted him powers copied from alternate Spider-People across the multiverse.
These Knights should have been formidable. Enhanced predators with centuries of genetic optimization, trained in combat, equipped with advanced technology. On paper, they should have been serious threats.
In practice, they'd been warm-up exercises.
"Your strength is truly awe-inspiring, Spider-Man," Lord Tyger said, his voice carrying the weight of sincere respect rather than empty flattery.
The massive feline warrior pushed himself to his feet slowly, one hand pressed against his ribs where Peter had thrown him into Sir Ram. His armor had absorbed most of the impact, but bruises were forming beneath his striped fur.
"We acknowledge our inadequacy," Lord Tyger continued, lowering his head in a gesture of submission that clearly didn't come naturally to an apex predator. "You are no match for us—we are no match for you."
"So you won't mind if I take these two idiots and leave?" Peter gestured toward Octagon and Rhomboid, who were still restrained but watching the proceedings with obvious relief. "I should mention—full disclosure—their mother is a good friend of my Aunt. I can't exactly abandon them here to be dissected for science, no matter how tempting that might be personality-wise."
"Thank you so much, Spider-Man!" Rhomboid's eyes brimmed with tears, his massive frame trembling with genuine gratitude. "You're such a kind person! The kindest! We'll tell Mama how you saved us! She'll make you so many cookies—"
"I don't mind releasing them to your custody," Lord Tyger said calmly, cutting off Rhomboid's emotional rambling. "However, I'm afraid you won't be able to leave."
His tone carried apologetic certainty, like a judge delivering an unavoidable verdict.
"Why not?" Peter asked, his spider-sense beginning to tingle with new warning signals.
Before Lord Tyger could answer, a new presence entered the chamber.
Footsteps echoed against polished floors—measured, unhurried, carrying the confidence of someone who never needed to rush because the universe would wait for them. The Knights of Wundagore immediately straightened their postures, their body language shifting to something between military attention and religious reverence.
A tall, middle-aged man emerged from the shadows.
He wore elaborate black armor that looked simultaneously medieval and futuristic—ornate plates decorated with circuit-like patterns that pulsed with faint bioluminescent light. His face was aristocratic, almost handsome in a severe way, with sharp cheekbones and piercing eyes that held the particular arrogance of someone who genuinely believed himself superior to all other forms of life.
Peter felt his stomach drop.
"A human?" he said, his voice carrying undisguised sarcasm to mask his sudden apprehension. "The High Evolutionary himself is human? A world ruled by anthropomorphic animals, and its true master is baseline homo sapiens? That's either incredibly ironic or incredibly hypocritical. Possibly both."
"You seem surprised, Spider-Man," the High Evolutionary said, his voice cultured and precise, carrying the particular accent of someone who'd deliberately trained themselves to sound impressive.
He approached with casual confidence, completely unafraid despite having just watched Peter demolish his four strongest warriors.
"I suppose you must be from Earth?" the High Evolutionary continued, studying Peter with clinical interest. "That pathetic, disappointing planet I abandoned centuries ago?"
"Wait—you're saying you're from Earth?" Peter asked, genuine surprise breaking through his sarcastic facade. "Like, actual Earth? Sol system, third planet, mostly harmless?"
"Indeed." The High Evolutionary's expression twisted with disgust, as if the mere memory of his homeworld left a foul taste in his mouth. "That world of endless war, consuming greed, mindless aggression... a planet absolutely saturated with humanity's inherent evils. That was my birthplace, my original home."
He began pacing, his hands clasped behind his back like a professor delivering a lecture to particularly slow students.
"I couldn't tolerate it any longer," he continued. "Couldn't stomach watching humanity destroy itself through stupidity and violence generation after generation. So I chose to leave. I dedicated myself to finding a world without conflict, without the poison of human nature corrupting everything it touched."
"And you found this place," Peter said, pieces clicking together in his mind.
Everything Naoko had told him was true. This wasn't some alien conqueror or interdimensional invader. This was a human scientist who'd fled Earth, found Counter-Earth, and decided to play god.
"Precisely." The High Evolutionary gestured grandly at the city beyond the tower windows. "A world so perfectly similar to Earth—gravity, atmosphere, orbital period, stellar class—it's practically a parallel universe manifestation. A cosmic miracle."
His expression darkened. "But after arriving in this paradise, I made a tragic discovery. The struggle exists everywhere. Violence and conflict aren't unique to humanity—they're fundamental properties of biological existence itself."
"So you decided to fix that," Peter said quietly, understanding dawning with horrible clarity.
"I realized," the High Evolutionary said, his eyes gleaming with fanatical conviction, "that if I wanted to find a true utopia—a world of genuine peace and harmony—I would need to create it myself!"
"By making the animals into people," Peter said. "You consider yourself the creator. You made The beastial."
"My masterpiece!" the High Evolutionary proclaimed, spreading his arms wide as if embracing his own genius. "I elevated simple beasts to sapience! Granted them intelligence, culture, civilization! I made them better than humanity ever achieved!"
Lord Tyger and the other Knights immediately lowered their heads in shame, their earlier defeat weighing heavily in light of their creator's presence.
"But they still have shortcomings," the High Evolutionary continued, his tone shifting to something like disappointed parenthood. "They're imperfect. Flawed. My creations—my children—proved no match for you, Spider-Man."
His gaze intensified, studying Peter with the focused attention of a collector examining a rare specimen.
"What manner of being lies beneath that mask?" he asked, moving closer with predatory interest. "What genetic miracles hide within your cells? If I could obtain your DNA, analyze your enhancements, replicate your abilities... my creations would become even more powerful! More perfect!"
"So now you're coming after me?" Peter said, tension coiling through his muscles as he prepared to move.
"Unfortunately for you," he continued, backing toward the nearest window, "none of your subordinates are a match for me. Kind of creates a logical problem, doesn't it?"
The circular reasoning was absurd when stated plainly: the High Evolutionary wanted Peter's genes to make warriors strong enough to defeat Peter. But to obtain those genes, he first needed warriors strong enough to capture Peter. Which required having Peter's genes. An infinite loop of impossibility.
"They may not be adequate to the task," the High Evolutionary said, his smile carrying dangerous confidence. "But I will handle this personally."
He raised his palm without warning.
Peter's spider-sense screamed—but differently than before. Not the usual "dodge left" or "duck now" warnings that gave him split-seconds to react. This was overwhelming, omnidirectional, like every possible escape route was simultaneously threatened.
An invisible force struck Peter like a telekinetic freight train.
The impact launched him backward dozens of meters, his body slamming into the far wall with enough force to crater the reinforced polymer. He stuck there for a moment, pinned like a bug on a windshield, before gravity reasserted itself and he slid down to the floor.
"My back..." Peter groaned, pain lancing through his spine where he'd impacted. "What kind of power is this?"
"This is the power of divinity!" the High Evolutionary proclaimed, his voice resonating with genuine megalomania. "I have transcended human limitations! Evolved beyond mortal constraints!"
He unleashed an even more powerful force field, invisible pressure crushing down on Peter from all directions simultaneously.
The High Evolutionary's abilities far surpassed anything Peter had encountered in the movies or briefing files about Counter-Earth. This wasn't some mad scientist with advanced technology—this was something approaching genuine godhood, reality-warping power that made physical combat almost irrelevant.
Peter couldn't move. Couldn't breathe. The pressure was overwhelming.
"Humungousaur!" he gasped, slamming his hand against the Omnitrix dial.
Green light exploded across his body as the transformation took hold. His form expanded rapidly—muscles multiplying, bones thickening, mass increasing exponentially. In seconds, he'd grown to over three meters tall, his body covered in armored brown hide, his strength increased by hundreds of tons.
The massive Vaxasaurian physiology shattered the High Evolutionary's force field through sheer physical mass and power. Peter—now Humungousaur—broke free with a roar that shook the entire floor.
His enormous fist swung toward the High Evolutionary with enough force to punch through tank armor.
"Master!" Lord Tyger shouted in alarm, genuine fear in his voice.
But the anticipated scene of the High Evolutionary being pulverized didn't materialize.
The armored scientist caught Humungousaur's fist with one hand.
Just... caught it. Like swatting a fly. Peter's hundreds of tons of force, augmented by enhanced musculature and Vaxasaurian combat instincts, simply stopped dead against the High Evolutionary's palm.
Then the scientist's other fist lashed out in a casual backhand that struck Humungousaur's chin with devastating precision.
The impact lifted Peter's massive body completely off the ground, flipping him backward in an undignified tumble. He crashed down hard enough to crack the floor, his Vaxasaurian healing factor already working to repair his fractured jaw.
"You're giving me more and more pleasant surprises, Spider-Man!" the High Evolutionary said with genuine delight, like a child discovering a new favorite toy. "Such versatility! Such power! Your genetic potential exceeds my wildest projections!"
"My chin..." Peter mumbled, one massive hand cradling his jaw as he struggled to his feet.
He could feel bone grinding against bone, ligaments stretched beyond normal limits. The pain was intense even through Humungousaur's enhanced durability.
The High Evolutionary and the Four Knights weren't even in the same league. Lord Tyger had been strong—but this was something else entirely. This was fighting a demigod, someone who'd genuinely ascended beyond normal biological limitations.
"If direct confrontation doesn't work," Peter muttered, the Omnitrix dial spinning under his touch, "then I'll try—Gravattack!"
The transformation rippled across his form. The massive dinosaurian body compacted and restructured, brown hide becoming red stone-like flesh, humanoid proportions giving way to living planetoid geometry. A miniature singularity formed at his core, gravitational fields extending outward under his conscious control.
Peter created a gravity well around himself, intending to use fundamental cosmic forces to fight against the High Evolutionary's reality manipulation.
Force field versus force field. Gravity against telekinesis. Physics against godhood.
It wasn't enough.
Even in a direct collision between fundamental forces, the High Evolutionary's power proved superior. His mastery exceeded Peter's control by orders of magnitude, refined through centuries of self-modification and genetic evolution.
The man claimed to be a god. And in terms of raw power, that claim wasn't entirely inaccurate. His abilities approached low-level immortality, reality-warping on scales that made conventional combat almost meaningless.
BOOM!!!
Both force fields detonated simultaneously, the conflicting energies annihilating each other in a catastrophic release. The explosion sent Peter flying backward once again, his Gravattack form tumbling through the air.
The Annihilarrgh—still tucked in what had been his utility belt—fell from his possession, clattering across the floor.
Octagon and Rhomboid Vreedle, still restrained near the blast radius, were caught in the edge of the explosion.
Their bodies disintegrated instantly—purple flesh vaporizing, crude features melting into superheated plasma. Two lives snuffed out in less than a second, reduced to carbon stains on the floor.
Peter registered their deaths with sick horror but couldn't spare time for grief. Survival demanded his complete attention.
He immediately abandoned any plans to continue fighting and focused entirely on escape.
"XLR8—" he started to say, hand reaching for the Omnitrix dial.
BOOM!!!
Another shockwave struck before he could complete the transformation. The blast tore away the wireless receiver attachment on the replica Omnitrix—the sophisticated component that allowed remote system access and diagnostic monitoring.
The watch sparked with green lightning, its systems suddenly destabilizing without the regulating influence of the external receiver. Warning lights flashed across the faceplate as the device entered emergency protocols.
Random transformation mode activated.
Green light consumed Peter's form as the Omnitrix selected a new alien at random from its available catalogue. He felt his body restructuring, gravity-manipulating flesh becoming something else entirely.
By pure luck—or perhaps the Omnitrix's embedded survival protocols—he transformed into Big Chill.
The Necrofriggian form manifested in an instant: four-foot-tall moth-like alien with translucent blue-white wings and the ability to phase through solid matter at will.
Peter immediately went intangible, his molecular structure shifting to exist partially outside normal space-time. The High Evolutionary's follow-up attack passed harmlessly through where he'd been standing, unable to affect something that technically wasn't fully present in this dimension.
Peter flew upward, phasing through the ceiling and escaping into the night sky above the tower.
"Pursue him!" Lord Tyger commanded immediately, his warrior instincts overriding shock at the Vreedles' deaths.
But as soon as he gave the order, every patrol robot in the building's warehouse bay suddenly crashed simultaneously. Sparks fountained from their chassis, optical sensors going dark, anti-gravity generators failing catastrophically.
The electromagnetic pulse bomb Peter had planted earlier had finally detonated, its signal timed perfectly to disable all nearby mechanical units.
"We'll chase him ourselves," Lord Tyger said quickly, summoning several hovercrafts through his armor's communication system.
The High Evolutionary raised one hand, stopping them.
"There's no need to rush," he said calmly, his expression carrying satisfied certainty. "He cannot escape. Not really. Not for long."
With a casual gesture—barely more than a thought—the scattered Annihilarrgh and the broken wireless receiver flew across the chamber into his waiting hands, summoned by telekinetic will.
He examined the black box first, turning it over in his fingers with clinical interest. The construction was crude, the internal components basic, the overall design laughably simplistic.
"World-destroying device?" he murmured skeptically. "Absurd. This is clearly a bluff meant to intimidate primitive minds."
The High Evolutionary tossed the Annihilarrgh carelessly into a nearby waste disposal unit, dismissing it as beneath his notice.
Then he turned his attention to the wireless receiver.
His eyes widened slightly—the first genuine surprise Peter had managed to provoke.
"What a perfect creation," he breathed, his fingers tracing the sophisticated Galvan technology with reverent fascination. "I can feel it... powerful genetic coding resonating through the quantum matrices. This is no simple tool—this is a gift from the divine!"
"Tyger," he said without looking away from the device.
"Yes, Master!" the feline warrior immediately dropped to one knee, preparing for the punishment he assumed would follow their failure.
But the High Evolutionary's next words weren't condemnation.
"I once believed I had mastered the principles of evolution," he said slowly, studying the receiver's intricate circuits. "That my understanding of genetic manipulation had reached its apex. But now I see there is still room for improvement."
He looked up, his eyes blazing with renewed purpose.
"Prepare yourself, my faithful servant. Are you ready for a new evolution?"
Outside the Tower - Rooftops of New Wundagore
Peter's Big Chill transformation flickered erratically—the damaged Omnitrix struggling to maintain cohesion without its wireless receiver. His intangible form phased in and out of normal space uncontrollably, creating a strobe effect as he tumbled through the air.
Finally, the transformation failed completely. Green light washed over him as he reverted to human form, falling the last thirty meters to crash onto another building's rooftop.
"Ugh... cough, cough..." Peter lay sprawled across the roof, every breath sending lances of pain through his ribs.
Internal damage. Possibly fractured bones. Definitely severe bruising across most of his torso. His healing factor was already working, but recovery would take time.
"At least I prepared the EMP bomb in advance," he muttered, forcing himself to sit up despite the pain. "Otherwise I'd still be dealing with an entire robot army chasing me through the streets."
He looked down at his wrist, where the replica Omnitrix sparked and sputtered with unstable green lightning. The watch's casing was cracked, internal mechanisms exposed, holographic display flickering between error codes.
"The Omnitrix is broken," Peter said quietly, dread settling in his stomach like lead. "This is really, really bad. I have no idea how to repair Galvan technology. The best I can do is... hope Ben finds me soon."
He sighed, staring at the damaged watch as green sparks continued arcing across its surface, and felt genuinely powerless for the first time in years.
[This arc came from Spider-Man Unlimited (animated series) Season 11, and High Evolutionary is Herbert Wyndham.
Herbert Wyndham claims to have become disgusted with the behavior of humans on Earth and believed that a greater genetic diversity heightened survival traits; He then left Earth to travel to Counter-Earth, where he created humanoid animalistic creatures only loyal to him, called beastials. Much of this is implied to be at least partially untrue, since prior to becoming the High Evolutionary he had a wife, children and a granddaughter.
Thirty years prior to the arrival of Spider-Man, Herbert was expelled from his family for carrying out genetic modification experiments on his granddaughter, Karen O'Malley. Becoming bitter and misanthropic, he rebranded himself as the High Evolutionary, engineered the bestials and Machine Men, and instigated a civil war that saw the beastials become the ruling social class; with the majority of humans being relegated to slums and ghettos, facing the oppression of speciesism and the threat of genocide. Herbert also created an elite squad of beastials called the Knights of Wundagore in order to act as his top enforcers.
New York City on Counter-Earth was divided vertically with humans living on the bottom and the beastials living at the top, miles above the city street slums. Herbert's plan was simple, to turn this planet into an earthly paradise, no matter what it took, that was until Spider-Man, along with the Symbiotes, arrived on the alternate planet to stop his diabolical plans.]
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