"We're not on the same wavelength," Mad Ben said, his tone deceptively casual. "That Benjamin guy was a psychologically disturbed psychopath with delusions of godhood. Me? I don't have any particular grudge against your universe. I'm just looking for something."
His words were carefully constructed—half-truth, half-lie, designed to sound reasonable.
Peter didn't believe a single syllable.
No malicious intent? Only an idiot would buy that line. Mad Ben's reputation preceded him. The TVA had flagged him as one of the most unstable and violent Tennyson variants in the multiverse. Trusting him would be suicidal.
Mad Ben never expected Peter to actually believe him anyway. The speech was just distraction. While talking, his shackled hands were subtly working at the Omnitrix on his wrist, trying to find the activation button by touch alone.
Any transformation would do. Once he shifted to an alien form, he'd have the strength to snap these chains and escape.
His finger found the button. He pressed hard.
Nothing happened.
He pressed again. Still nothing. The watch remained inert, sealed shut.
"Trying to transform?" Peter called from across the base, not even looking in Mad Ben's direction. "Sorry, but I already anticipated that. I sealed your watch with nanomolecular adhesive beforehand. You can't press the button at all."
Mad Ben's jaw clenched.
"Voice activation won't work either," Peter continued. "The chains you're wrapped in? Sound-absorbing alloy from Sakaar. They drink up acoustic vibrations like a sponge. Your watch can't hear you."
Peter turned back to his work with Dr. Connors. "I advise you to behave yourself."
Mad Ben settled back against the wall, expression unreadable. Fine. He'd wait for another opportunity. There was always another opportunity.
"John, stop chatting up Karen and get over here," Peter called. "We're ready for the procedure."
"I wasn't—Spider-Man, don't say things like that!" John's face flushed with embarrassment as he hurried over to the medical area.
"Alright, alright. Now let's turn you into a proper alien werewolf." Peter circled John like he was examining a sculpture. "Dr. Connors, if you would?"
"Initiating transformation trigger," Connors said, injecting the catalyst serum.
John's body convulsed. His frame expanded rapidly, white fur sprouting across his skin in waves. His face pushed forward into an elongated muzzle filled with sharp teeth. Within seconds, he stood seven feet tall, covered in thick white fur, looking like something from humanity's oldest nightmares.
"What a magnificent specimen," Peter said with genuine admiration. "But John, try not to move around too much. The transformation is still settling."
"I'm starting to lose control," John growled, his voice deeper and more guttural. The predatory instincts were rising again, threatening to overwhelm his human consciousness.
"Don't worry, I have a sedative."
Peter activated the subjugation disc still attached to John's neck. Neurotoxins flooded his system, and the werewolf collapsed unconscious.
"Poor guy," Peter muttered. "But better safe than sorry. Connors, he's all yours."
Dr. Connors approached with a syringe filled with glowing blue liquid—the Loboan genetic template extracted from the Copytrix database. "This should integrate perfectly. Administering now."
He injected the alien DNA directly into John's werewolf form.
The changes were immediate and dramatic.
John's white fur darkened, shifting through shades of gray until it settled on a silver-blue coloration. But the transformation didn't stop there—his muzzle elongated further, splitting vertically down the center of his nose. The flesh peeled back like flower petals, creating a four-way mandible structure.
"He has four lips now," Peter observed with scientific fascination.
"Impressive modification," Dr. Connors said, making notes. "The Loboan genetic structure has integrated with the existing werewolf template. This is more successful than I'd hoped."
"But what's the point?" Peter asked. "Is it just to leave a fancier bite mark on his enemies?"
"That's a Blitzwolfer," Mad Ben said from his restraints. Despite his situation, there was genuine admiration in his voice. "You actually managed to fuse alien DNA with human genetic structure. You're almost as good as Dr. Animo was."
"I'm still not quite there," Dr. Connors said modestly. "Though I have been studying his Transmodulator technology." He pulled out a handheld device that resembled a scanning gun. "This instrument enhances specific genetic expressions—essentially forced evolution of targeted traits."
He aimed the device at John's unconscious Blitzwolfer form and activated it.
Brilliant light enveloped the transformed werewolf. John's body swelled, muscles bulging beneath his fur. His claws grew longer and sharper, capable of shredding steel. His fangs extended into curved sabers. Most notably, his chest cavity expanded dramatically, ribcage enlarging to accommodate what looked like massively enhanced lung capacity.
"Whoa," Peter said. "Is that a 'hunky transformation' device? Dr. Connors, why don't you give me one of those?"
"Unless you want to become a spider-monster with eight legs and mandibles instead of a mouth."
"Never mind, then."
The enhancement serum completed its work, and the sedative wore off. John stirred, consciousness returning in stages. He stood slowly, one hand clutching his head as his senses recalibrated.
The entire resistance base went silent, everyone turning to stare at the silver-blue werewolf with the split mandible jaw.
"Stinking beastman freak," Brumley muttered, deliberately turning away. His hatred of beastmen extended even to transformed humans, apparently.
"This feels amazing!" John exclaimed, flexing his clawed hands experimentally. His voice was deeper now, resonating from that strange four-part throat. "I'm bursting with energy!"
"Besides enhanced strength and speed?" Peter prompted. "You must have special abilities. I refuse to believe that fancy mouth is just for French kissing."
"Of course not," John said, slightly offended. "I can generate powerful sonic attacks."
His mandible-jaw opened like a blooming flower, revealing the hollow chamber of his throat. Then he released a concentrated sound wave from that trumpet-like aperture.
"BWAAAAAM!"
The blast of pure acoustic force shook the entire base. Equipment rattled on tables. The walls vibrated so violently that dust rained from the ceiling.
"That's incredible!" Karen shouted over the dying echoes, hands pressed over her ears.
John immediately shut his mouth, horrified. "Oh god, I almost brought the roof down. Sorry, everyone!"
But the vibrations didn't stop.
In fact, they intensified. The shaking became so violent that people could barely stand. Hairline cracks appeared in the reinforced walls, spreading like spiderwebs.
"Damn it," Peter realized with sudden clarity. "Someone's attacking the base!"
But the warning came too late.
BOOM!
The main entrance exploded inward with devastating force. The reinforced door—solid steel, designed to withstand siege—was blown completely off its hinges. It tumbled through the air like a piece of cardboard and crashed into the far wall.
Hundreds of enhanced beastman poured through the breach like a flood. They wore combat armor, carried advanced weapons, and moved with coordinated precision. This wasn't a mob—this was a military assault.
At their head stood Sir Ram and Lady Vermin, the two remaining Knights of Wundagore.
"Good evening, Spider-Man," Lady Vermin said, her small voice carrying surprising weight. She looked at Peter with what seemed like genuine regret. "We meet again. Unfortunately, this will be the last time."
"Oh, you're not going to bother me anymore?" Peter quipped, rapidly shooting webs to intercept falling debris before it could hit civilians. "That's going to make me very sad. I was just starting to enjoy our rivalry."
"Lady Vermin means you're going to die, Spider-Man!" Sir Ram roared, his multiple arms gesturing aggressively. His eyes began to glow with building heat.
Laser beams erupted from his eye sockets, twin columns of superheated energy that could melt through tank armor.
Peter backflipped through the air, the lasers passing inches beneath him. "Guess we're doing this the hard way. Fine by me."
He slapped the Copytrix mid-flip.
The transformation was immediate and jarring. Peter's head didn't just shift—it completely severed from his neck, levitating in a crackling gap of magnetic energy. His shoulders flared upward, hardening into jagged, golden arcs, while his torso thinned into a rigid, skeletal chassis. His fingers fused, snapping together into sharp, metallic pincers.
When the green flash faded, a creature of living metal and magnetism stood where Peter had been.
"What the hell is that?" someone shouted.
The alien looked like nothing in the standard Omnitrix database. A floating metal skull, a body held together by unseen forces, and a constant hum of static field. This was something from Mad Ben's expanded collection—a species even Ben Parker's Omnitrix hadn't catalogued.
"Interesting choice," Mad Ben muttered from his restraints, eyes tracking the transformed Peter. "Though I wouldn't call it tactically sound for this situation."
But Mad Ben wasn't focused on the battle. This chaos was his opportunity.
He scanned the combat zone, looking for an opening. His eyes fixed on one of the attacking beastman
Mad Ben kicked a loose stone across the floor with precise force. It struck the bat-creature directly between the eyes.
The beastman immediately noticed him, its attention drawn by the unexpected attack. It screeched and dove toward the chained prisoner, spewing gouts of flame and superheated plasma.
Mad Ben waited, timing his move perfectly. As the bat-creature swooped low, breathing fire directly at him, he used the chain's remaining length to leap upward.
The flames washed over the chains, superheating the metal.
Mad Ben twisted mid-air and slammed down on the bat-creature's back, using it as a springboard. The momentum carried him toward Lady Vermin, who was exhaling freezing breath at a cluster of resistance fighters.
Cold and heat met where Mad Ben's superheated chains passed through Lady Vermin's cryogenic field.
CRACK!
The thermal shock shattered the chains completely.
But the nanomolecular seal on his Omnitrix remained intact, mocking his escape attempt. Mad Ben cursed and changed tactics—if he couldn't transform, he'd just have to run.
He disappeared into the chaos of battle, slipping between combatants while everyone else was focused on staying alive.
Nobody had time to chase him. The resistance base had descended into absolute pandemonium.
Peter's new form was engaging Sir Ram directly, but the ram knight had brought overwhelming numbers. Even with reinforcements—Harry's goblin armor, Flash's Venom form, Dr. Connors as the Lizard, Dr. Otto with his mechanical arms—they were vastly outnumbered.
The resistance fighters who'd held their own against regular beastman were helpless against enhanced soldiers with alien abilities. Freezing breath, pyrokinesis, super strength, energy projection—every enemy was a superhuman threat.
Each hero was facing at least a dozen enhanced opponents simultaneously.
And this might not even be all of them. The sewers were narrow, limiting how many could attack at once. Outside, thousands more could be waiting to swarm anyone who tried to escape.
They were trapped.