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The Impossible Spiderman team-up: Strangers in a Savage Land
By Digital Circe

Part 2

Based on characters created by Marvel Comics and AJ-Prime

(man to spider transformation, man to Stegosaurus transformation, men and women to dinosaurs and prehistoric animals transformations, various transformations)

Story warnings: comic book violence, mild profanity, mild innuendo

Written at the request of AJ-Prime, about his version of Marvel’s Spiderman character.

When they had finally settled down, away from the lab, Kevin turned on Spiderman angrily.  “Why’d you retreat?” he demanded.  “We knew that we’d start to change, it was just a matter of buying you time to get that stone away from him!”  He looked ridiculous with his teeth spreading his angry face into a kind of smile.  

“I couldn’t get past all his goons!  If you wanted this to be a suicide run, that’s your business, but I don’t let my allies die on me if I can help it!  We need a new plan.  Something where he doesn’t have all the advantages.  We can’t attack him in his stronghold again, that’s for sure.”

“The hell we can’t!  We’re going right back in there and finishing what we’ve started, bug!  Shanna, are you with me?”  Both Kevin and Andy turned to the Stegosaurus girl.  

She had sort of a dumb look on her face, exacerbated by the soft gelatin of her eyes.  The whites were almost entirely gone, and the large, dark irises gave the same impression that a cow or a dog might give.  She looked back and forth between them, obviously trying to comprehend their strategies, and not doing a good job of it.  “I don’t know,” she whispered, with a touch of despair.  “I don’t know what to do.  Oh, it’s so hard to think!”

“Don’t you want to beat Stegron?” Kevin demanded.

“Of course I do, it’s just… it’s just, I don’t know how!” she whined, her big soulful eyes looking particularly sad.

“Shanna, what’s wrong?  Where’s your resolve?  Surely one little fight hasn’t shaken you that badly!”

“That’s it!” said Spiderman.  “She’s not shaken, she’s confused!  Shanna, what’s seven plus fourteen?”  The girl paused, her brow furrowing as she tried to work the math in her head.  “Which would you rather me give you, a dime or six pennies?”  Her jaw moved a little as she tried to work out which would be better.  “If I got on the boat back to the mainland, and it was going 40 knots, and someone on the mainland got on a boat coming here an hour later at 60 knots, who would get where they’re going first?”  Shanna was near tears, frustrated at her inability to answer any of Spiderman’s questions.  Andy was giddy with realization.

“Stop it!  What are you trying to prove?  Stop insulting her!” yelled Kevin, looking like he was going to swing a punch at the web slinger.

“No, don’t you see?” Spidey demanded.  “Vlad Stegron’s a genius, but now that he’s a Stegosaurus, he’s acting like he’s no smarter than a normal person.  Shanna proves it!  She used to have a normal intelligence, but now that she’s changed, she’s significantly less smart.  Stegron can be tricked and outfoxed, now that we know what his weakness is.”

“And how are we going to trap him?  Like you said, he has all the advantages!”

“Not all!  You saw the way he was looking at Shanna, with lust in his eyes.  He wants her, and as long as she’s with us, he’ll come right to us!”

“What?” they both asked, incredulous.

“He probably wants to marry you.  Isn’t that what all villains want?  To marry one of the heroines?  Well, you’ll be bait for our trap.  We’ll beat an easy-to-follow path back, so he’ll be able to track us.  And then we’ll have the advantage of home ground, dug in with our own defenses, while he tries to come in after us!  And he won’t be coming up with much of a plan, either!  We’ve got him.”

They looked dubious, but in the absence of other ideas, agreed to Andy’s strategy.  As they headed back to the dock, Spiderman tried to question Shanna further, to assess the loss to her intelligence, but it just made her sad and self conscious, and she eventually broke into tears of frustration.  Looking daggers at Andy, Kevin took her by the shoulder, trying to comfort the slow-witted girl.  Andy backed off, concentrating on strategizing and making a clear trail.  He noticed Pteranadon men flying overhead, who had surely spotted them.  He made no attempt to hide.

They stopped to camp as the evening wore on.  Spiderman agreed to take the first watch, and the other two settled down to sleep.  Shanna laid down carefully, first kneeling, then bending face down on the ground, her head on her folded arms.  Her powerful tail stuck out behind her.  Kevin circled around a few times before curling up in a ball.  It was all Andy could do not to make a joke, but they had had a hard enough day.  He let them sleep, taking longer than his share of the watch before waking Kevin.

The next day, they got back to the dock.  The others crowded around, shocked and disheartened, to see the transformed adventurers.  Spiderman tried to remain upbeat.  “Fear not, we’ve got a plan.  We’re luring old Virgil Stegron here, into our trap!”  The group seemed utterly appalled by this plan, not wanting to be involved.  It was mildly frustrating to Spidey, that they were so unwilling to fight for their own freedom.  

He spotted Dr. Elsa.  “You!  Doctor!  I need to talk to you,” he said, and she went aside with him.  “We need to make some plans, and you need to tell me what you know,” he said.

“I’ll do what I can,” Elsa replied, looking a little ruffled.

“Back in America, everyone turned into more common animals, but here, everyone turns into prehistoric animals.  Why?”

“I’d guess that it works off of resident DNA in the body system.  Our people were modified with paleo-DNA, and are turning into the animals we bred them with.  I assume people in California turned into cows if they’d last eaten a hamburger, or dogs if they’d last walked their boxer.  I’m not sure, but whatever foreign DNA was closest at hand, that’s probably what triggered their mutations.  You obviously changed to mimic the source of your power.  I have no idea what I’d change into if you drag Stegron here.  Something I ate, or a genetic sample I’ve handled?  I don’t know.”

“And Stegron?  Why’s he turning into a Stegosaurus instead of his pet bunny rabbit?”

Elsa sighed.  “We gave him samples of our hybrid DNA here.  Possibly, he injected himself with it as an experiment.  I have no way of being sure.”

“You seem to be taking this pretty well.  Don’t you care about what Kevin and Shanna are going through?”

Dr. Elsa shrugged.  “We grew them with dinosaur DNA.  Shanna was made with a Stegosaurus stenops, to make her stronger and more durable, and with faster reflexes – our girl has a hip brain, you know.  Kevin was made with Smilodon fatalis DNA to give him the reflexes and hunting instinct of a predatory cat.  It looks like they might be reverting to type, and devolving physically.  It’s interesting, from a clinical perspective.”

“You’re not a particularly good person, doctor.”

She stopped, looking at Andy directly.  “I’m not the worst by a long shot, Spiderman.  I’m a scientist, and I push back the boundaries of the possible.  People can hate me for it, but it’s what I do.  Now, I’d be glad to help you plan how to defeat Stegron.  I’d love to restore my people to normal, even if I am interested in studying their transformations.”

Unfortunately, Spiderman didn’t get a chance to reply.  They were interrupted by shouts, and one of the survivors burst in, panting.  “There’s an attacking party on the horizon!  We need your help!”

“Stegron?” asked Spiderman.

“No, but a number of dinosaur men!”  Spiderman sped out, meeting up with Shanna and Kevin, who were preparing to fight.  

The hunting party fanned out, trying to form a semicircle around the defenders.  There were eight on the ground, and a pterodactyl in the air.  “Give us the girl, bug!” one demanded.

Spiderman smiled.  “Never!  If Thag wants her, he’ll have to come get her himself!”

“Then we’ll just take her,” sneered a Styracosaurus.  Spidey chanced a glance at Shanna, who was holding her ground, but there was some fear in her eyes.  

“You’re welcome to try!” he challenged, firing webbing at several of the hybrids to slow them, and pitching himself into the battle at a big man well on his way to becoming a Tyrannosaurus rex.  His arms had already shrunk, but he was powerfully muscled, with huge teeth.  The tyrannosaur lunged, biting where Andy had been just as he twisted away, trying to web the dinosaur’s jaws shut.  

Whatever the Jurassic Park movies said about a Tyrannosaurus’s vision, it wasn’t as bad as some animals who based their awareness on scent or sound.  Unlike most dinosaurs with big heads, its eyes were pointed forward instead of to the side, their fields overlapping to give it binocular vision.  It had as good of vision as a man, and probably better.  With its enormous olfactory cavities, there was no doubt that a Tyrannosaurus always knew where its prey was.  Spidey let himself fall prone, shooting webs at the dinosaur’s belly and sticking them to the ground.  It didn’t hold for long, and he ducked as the massive tail swung at him.  Unlike Stegron or Shanna, the tyrannosaur’s tail was stiffened by ossified tendons for balance, which had the nasty effect of making it a powerful stiff club.  “Strike one!” Andy yelled as it missed, rolling on the ground and then jumping up at a mastodon, leading the dinosaur’s next tail attack to smash into his ally.  “Foul ball!” called Spidey.  He fired his webs at the ‘dactyl, whipping up and away from the enraged carnivore.

Spiderman hazarded another glance at his friends.  Kevin had leapt up onto the head of an oversized Triceratops, trying to bite around under the bony frill.  The dino-man was having difficulty dislodging him, and staggering around impotently.  Shanna was facing off with the Majungasaurus, using her legs and hips as a fulcrum upon which to swing her massive tail, pushing off with her arms.  The predator couldn’t get close with the deadly tail whipping around, thagomizer spines seeking prey as surely as the teeth and claws of a carnivore.  Spidey let go of the line, dropping onto the back of the ankylosaur, reaching around to web up his face before jumping off.  

Andy was sick of crowd control – it was time to start dropping targets.  He fired his weblines at a tree, flexing his muscles until the branch tore loose, and he started swinging the flail around like he’d done to Stegron.  “You’re out, rexy!’ he called, summoning the tyrannosaur’s attention.  “Now I’m up to bat!”  The dinosaur leapt to avoid the branch, but Spiderman kept it airborne, swinging around and beating on the dinosaur people from far enough back that they couldn’t get close to him.  He dropped a Hadrosaurus woman before finally connecting with the Tyrannosaurus, then swung around to knock out the unfortunate blind ankylosaur.  Recognizing the futility of their battle, the Styracosaurus called for a retreat, and the hunting party made a swift exit.

Spidey taunted them as they ran off.  “Tell Thag I’m waiting for him!  If he wants the girl, he needs to fight me personally for her!  Oh, and drive home safely!”  He turned to Kevin and Shanna.  “Well, let’s get started.  It’s only a matter of time before the big boy shows up, and his people have just admitted that Shanna’s what they’re after.”

The three caught up with the rest of the survivors, Dr. Elsa in the front.  She had apparently had a talk with them.  “What do you need us to do, Spiderman?” she asked.

“His men have lost over and over again, and Thag’s told them that he is able to beat me.  They’re going to want him to fight this time, and he’ll have to do it to save face.  If we can get something like an arena together, maybe everybody will agree to just the two of us having a pit fight while our respective teams watch.  He’s arrogant enough to do it, especially if he thinks he can win Shanna without risking his army, which he obviously has designs on beyond conquering this island.  I’ll fight him, I’ll win, then he’ll cheat and try to sic his goons on us.  But by that point, they’ll have seen that their king isn’t invincible, and be ready for a retreat.  Then, you need to turn down the heat in the building.  True, dinosaurs aren’t exothermic, so they won’t be totally incapacitated.  But they won’t be at their best, they’ll be scared because they weren’t expecting it, and they’ll be put off because their boss expects them to risk themselves just so he can get laid.  I won’t be affected by the cold, and I’ll start laying the smack down.  As soon as I get that rock away from him, the game’s over.”

The scientist nodded, still looking a little nervous.  But she immediately turned to carry out his orders.  They opened the main doors, emptying the largest room in the facility and setting it up as an arena.

Andy noticed that the others were giving Shanna and Kevin a wide berth, nervous and even distrustful of their new forms, especially of Shanna.  Indeed, they were strange looking.  Shanna was huge, albeit not as big as Stegron – but easily seven feet tall and three hundred pounds of muscle and bone.  She was distraught that her old friends were shunning her because of her appearance, lacking the intelligence to comprehend the ‘why’ of it.  She was experiencing racism herself, for the first time in her young life.  Kevin could see what was happening, and though it frustrated him too, he could see why they were doing it.  He himself would have as well, a week ago.  Still, being on the receiving end of it was opening his feline eyes, and perhaps more seeing the effect of it on poor, dumb Shanna hit home how unfair, how artificial it all was to him.  Sure, she now looked like the enemy leader.  But she had done nothing but put her life on the line for her people, and they rejected her for it.  Spidey said nothing, but he could feel their pain.  

Shanna and Kevin tried to help, but the others wanted little more to do with them other than heavy lifting.  It was a peculiar form of prejudice – they looked like beasts of burden, so they were treated like them.  They were clumsy in their new bodies, too, and Shanna almost fled in shame when her tail knocked over and destroyed a bench several others were working on.  They glared at her, both exasperated and afraid of her, and perhaps a little jealous.  They worked until sundown, until they finally felt ready.  Then, all they had to do was wait.

Spiderman brought Kevin and Shanna glasses of water, as they sat outside the facility, talking quietly.  They seemed glum.  “Cheer up, guys,” he said quietly.  “We’re going to win.  I promise.”

“I believe you,” said Shanna.

“You’ve got to look positive – we’re the only guys who’ve fought Thag.  If we look nervous or beaten, everyone else will take their lead from us.  If we look confident, everyone else will be, too.”

“It’s not that,” added Kevin.  “We’re not in there with the others because they don’t want us in there.  You can feel it.  They think we’re just animals now.”

Andy nodded.  “Don’t let what anyone thinks of you get you down.  You know who and what you are, and you can be proud of yourselves.  They’ll either come around or they won’t, but it doesn’t change who you are.  Don’t let them have that kind of power over you.”

“It’s so hard to think!” Shanna cried.  “I know my brain is about the size of a walnut, but its hard knowing that I was smarter than I am now.”  Kevin put his arm around the crying Stegosaurus girl.

“Yeah, but if it weren’t for you, we wouldn’t know how to beat him.  You sacrificed a lot, more than either of us, but it’ll be worth it.  After we beat him and turn back to normal, you’ll be proud of what you did.”

“What if we can’t change back?  What if I’m just a big, stupid, lumbering beast for the rest of my life?” she sobbed.  

He patted her hand.  “Just because you’re not as intelligent as you were doesn’t mean you’re worthless.  You’re still brave, and sweet, and caring and considerate.  Hey, we don’t start to dislike old people when they start to get senile.  They’re still the same people, and we cherish them for who they are.  It’s the same with you.  If we’re all stuck this way, Kevin and I will still love and respect you.  Don’t you start thinking less of yourself.”  She clapped her hand over his, overwhelmed with emotion.  Andy stood up and walked away, surveying the horizon, and leaving Kevin to whisper personal consolations to her.

The next day was nerve-wracking, waiting for Stegron to arrive.  If he was back in the main lab, of course it would take him all day, if not days, to get there, even with mounts.  But that didn’t mean that everyone wasn’t always looking over their shoulders, wary of his approach.  They’d done their best to ward him off, and now they were inviting him in.  Shanna stayed outside all day – she was supposed to wait long enough to be spotted, then hurry in towards the arena.  That would lure the dinosaur dictator in.  Apparently, he had found and destroyed the psychic tracer, because Andy could no longer sense it.

Finally, at dusk, full dinosaur mounts marched out from the tree line, and Stegron and his minions dismounted, moving forward warily.  ‘Dactyls circled overhead, screeching, as the procession moved forward.  Shanna waited long enough to be seen, then darted into the facility.  The company picked up the pace, not seeing any resistance.

Spiderman was elated.  In his hurry to come, Stegron had brought only enough of his minions as could ride, and left the bulk of his troops at home.  He had about thirty ground troops, and fifteen ‘dactyls.  Far more than the fourteen defenders, but less than Spiderman had feared.  He slinked towards the arena, listening as the hybrids moved in, keeping a thick perimeter around Stegron.  There was some puzzlement, as the facility appeared abandoned.  But they knew Shanna was there, and pushed in deeper, until finally they reached the arena.

The lights came on, with Spiderman and Shanna standing in the ring and the other twelve defenders sitting behind them.  They held their ground, waiting for all thirty attackers to get into the room, recognizing that there was no trap.  Stegron smiled at the feeble conclave of rebels.  “Is this all, little spider?  Give me the girl and surrender.  I’ll let your people join my army as dinosaurs, if they see the error of their ways.  There’s no need for all of you to die.”

“There’s no need for any of your people to get hurt, either, Thag,” said Spiderman.  Shanna has agreed to go with you if you can prove that you’re the strongest and thus worthy of her hand.  All you have to do is beat her champion – that’d be me – in a little one-on-one pit fight.  No one else but the two of us needs to fight.  So, what do ya say?  Fancy a little wrasslin’?  Surely after their big long hike, your people would like to kick back and watch you show ‘em how it’s done.  Otherwise, we all have to fight, the deal’s off for Shanna’s willing affections, and I don’t guarantee any of your safety.”

He scowled, but there were murmurs of approval among the dinosaur men, especially the ones Andy, Shanna, and Kevin had encountered before.  They liked the sound of single combat, and Stegron was clearly going to have a mutiny on his hands if he turned down the wall crawler.  To help, Shanna posed coquettishly, looking fetching in her cavegirl bikini despite her stegosaurian features, and batted her eyelashes at the dictator.  Her tail wiggled with nervous energy, the spines rising and falling.

“Alright,” he growled.  “I’ll squish you like the insect you are, and then Shanna comes back with me, and your people are inducted into my kingdom.  Fair?”

“Yep, but spiders are arachnids, not insects.  I know, it might not sound like much, but how would you like it if I said you were a lizard hipped dinosaur instead of bird hipped?  Honestly, if I can tell you’re an ornithischian rather than a theropod, you can at least recognize that I’m not a bug.”  There was some chuckling, both from the humans and from a few of the braver dinosaurs.  Stegron’s grimace deepened.

Spidey hopped in the ring, bouncing around and making punching motions with all three sets of arms.  Stegron settled in on the other side, a dire look on his face.  Spiderman jumped up on the ropes in his corner, waving his arms to his supporters, who cheered.

“And in this corner!  The amazing, the impossible, the spectacular and friendly, not to mention handsome and modest, Spiderman!  By the way ladies, I’m single!  And in that corner, some dinosaur man!  And he’s ready to RUM-BLE!  Welcome to the title bout 65 million years in the making!  Bets on your friendly neighborhood Spiderman are two to one, and bets on Thag are fifty to one!  Remember to tip your waitress!”

“I’ve beaten you twice now, you arrogant little snot!” Stegron roared, enraged at the odds.

“No, you ran away once and forced me to withdraw to save my friends once.  I’m sorry, but the supervillain handbook clearly defines a ‘win’ as ‘hero is unconscious or in a deathtrap machine’.  If you think it’ll help your odds, I’ll let you run off and get some sharks with frickin’ laser beams on ‘em.  Or do you use a Megalodon instead?  Whichever, it’s the frickin’ lasers that really make it deathtrap material.”

“AAARR!” Stegron yelled, charging.

“Ahh!” yelled Spiderman, surprised, and he cart-wheeled out of the way.  “Wait, Thag!  I haven’t even explained the rules yet!” he protested, ducking and weaving as the massive spiked tail rained down blows.  

“What’s to explain?  You die!” he bellowed, not letting up.  His people were cheering too, enjoying the match.  They had expected to be risking their lives in a vicious war, and instead had been treated to the spectacle of a sporting event.  After their long forced march, the change was surprisingly refreshing.  Shanna and Kevin had settled down on Spiderman’s side, looking out of place amongst the humans.

As Stegron’s tail whipped around, Andy grabbed a spike, swinging with it and flipping over the saurian to land in front of him, landing a few quick punches to his chest and belly.  Stegron roared, raising his arms, and returned fire, punching at the agile spider.  Andy’s punches weren’t doing much damage, but he wasn’t intending to.  He wanted to get everyone in the mood, enjoying the match, and that meant letting the dinosaur people root for their fighter, too.  He ducked and weaved, taking a hit here and there even as he delivered some, staying too close for Stegron to be able to employ his tail.  “Yeah!  Better’n Rocky!” he heard a Triceratops hybrid shout, as the Stegosaurus got in a solid right hook.

“Hear that, Thag?” called Spiderman.  “If it’s Rocky they want, we need to go down to the last bell!  No quick knockouts for us!”

“I’ll kill you!” the saurian scientist hissed, unamused.  He stepped forward, delivering a quick series of jabs that Spiderman blocked, then jumped back to swing his tail.

“I guess in Fight Club, there are no rules!” Spiderman laughed, shooting webbing at the tail even as he leapt over it.  “Say, would you be disappointed if you found out that you were just an aspect of me, or would you be relieved?”

“Shut up!” Stegron grunted, and Spiderman landed on his shoulders, boxing his tympanic membranes.  The dinosaur grabbed for him, intending to throw him off, but he jumped away, hopping back to his corner.  Stegron charged, and Spidey rolled into a ball, rolling under the massive dinosaur only to spring up into an uppercut under his jaw.  Growling in pain, Stegron got a weak grip on the wall crawler, throwing him to the ground and swinging his tail at him.

Spiderman tensed up his stomach, hurtling forward under his opponent.  He was attacking weak spots, but still not doing much damage.  He delivered another punch, and Stegron’s return shot missed, but he got a grasp on Andy’s mask, tugging it off.  Underneath, his face was radically changed, large red baubles for eyes and pincers jutting out from the corners of his mouth, dark hair covering it.  A murmur ran through the crowd at his unexpected appearance.  “Ugly!” hissed Stegron, relishing the damage he’d done to the hero.

“That’s certainly the pot calling the kettle black,” protested Spiderman, as he fired webbing like it was going out of style.  It didn’t hold, easily being torn through by the saurian’s massive muscles.  But the residue began to build up on him, slowing the monster’s reactions.  Spiderman slowed down too, so that Stegron wouldn’t notice.

A lot of the spectators were on their feet, cheering their favorite fighter.  Spiderman only wished they’d had time to prepare refreshments, so the fans could enjoy hot dogs, popcorn, and beer; but the dinosaurs probably would have viewed it as a trap.  Adrenaline surged through him, as he built the fight into a spectacle, landing dramatic blows and taking breathtaking falls in turn to give everyone the impression of a fair fight.  They danced around for twenty minutes, exchanging blows and witticisms as they moved back and forth.  Then, abruptly, Spiderman flung webs into Stegron’s face and stopped talking, moving like the spider he was becoming.

Stegron had enough accumulated webbing over his tympanic membranes that he couldn’t hear Spiderman at all over the din of the crowd, and as he struggled to clear his eyes of the gunk, Andy attacked from relative invisibility, hammering down blows on pressure points and soft spots.  The creature flinched and pulled back from each hit, resorting to swinging his tail in a desperate gambit to clear space for himself while he removed the webbing.  But unable to aim, it was child’s play for Spiderman to avoid it, raining blows on his beleaguered opponent.  At last he got the blinder off, but unable to hear, he still couldn’t find his opponent, who bounced around behind him, landing blows, as the Stegosaurus twirled around looking for him.  He was starting to get dizzy and disoriented, and he couldn’t think clearly enough to plan how to reverse the situation.  A blow to the back of his neck staggered him, and the dinosaur went to his knees.  He made a strange sound, in shock, even as some of his own supporters, caught up in the battle, cheered his fall.  Spidey kicked hard, and Stegron’s face slammed into the ground.  A flurry of webbing held him down for the requisite ten seconds before he finally tore free and staggered to his feet.

“Still want to fight?” asked Andy jovially.  “Technically, I’ve just beaten you, but if you want a sudden death round, I’d be glad to go another with you.”

Stegron roared and charged, and Spiderman swung towards him, avoiding him at the last second and swooping back at his retreating form.  Tightening the muscles in his stomach, Spiderman locked his legs around the scientist’s neck and used his own momentum to push him over the ropes and into the wall.  The pair landed in a pile on the ground, scrambling to extricate themselves.  The crowd was screaming and cheering as the pair traded punches, Stegron finally landing a blow that hammered Spiderman back into the wall.  He whipped his tail around, and Spiderman leapt up onto the wall, pushing off to jump over Stegron’s head.  The thagomizer spines slammed into the wall, and the fire extinguisher that had been behind the hero’s back.  

It decompressed, explosively.  Stegron roared in pain, the tip of one of the spikes broken off and blood trickling out of wounds along the tail.  He dropped to his knees, screaming in agony.  “AHHH!  Don’t just stand there!  Get them!” he bellowed, and some of his soldiers turned towards Spiderman and his friends.

But some did not.  A few moved over to the heroes, turning to face their former allies.  They were not impressed by Stegron’s treachery, poor sportsmanship, or tyrannical rule, and were no longer prepared to be injured or die for him.  A number of others simply ran out, unwilling to choose a side.  Spiderman smiled, as best he could with a spider’s visage.  “Looks like the odds are fairly even, Thag.  You can still surrender.”

“Never!  Kill them!” the stricken commander yelled, pulling out the meteor fragment, and turning its rays on the humans.  Screams of shock and pain filled the air as they fell, warping into prehistoric shapes.  Shanna and Kevin ran up to back Spiderman against the hostile dinosaurs.  

Stegron stood up, gingerly trying to examine his hurt tail, as his minions fought to protect him.  Their confidence was shaken though, and Spidey led the charge with webs flying, a wave of defenders plowing into the hesitating dinosaur bodyguards.  It quickly broke into a number of single combats, and Spiderman webbed and bounced around a mammoth person, being careful to stay clear of his blows – the hero was still sore from some of the hits he’d taken in the title bout.  The thick fur proved a good target for the webbing, and his opponent wasn’t able to clear it as fast as some of the others.  In short order, he fell to the ground.  “Wilma!  I’m home, and I brought dinner!” he called to Stegron, and moved to help a new ally, a pterosaur who was being battered by the sloth woman.

As he did so, Andy spared a glance at his friends.  Kevin was on an ankylosaur’s back, clawing and biting while the armored saurian staggered around, unable to dislodge him or effectively use his tail.  Nearby, Shanna fought the Deinonychus from the lab in vicious single combat.  As he watched, the blonde stegosaurus whipped her tail around, the thagomizer spines causing the Deinonychus to duck.  The tail moved almost with a life of its own, instinct and her hip-brain powering it beyond her conscious thought.  “I take it back, Thag – that tail is actually useful!  I’m glad we’ve got one on our side!” he called, and crashed into the sloth.

Still, the other defenders were in bad shape as they shifted and twisted into dinosaurs.  They might be useful combatants later, but they sure wouldn’t be able to contribute to this battle.  He noticed Elsa mooing pathetically as she swelled out into a common cow.  Apparently, she wasn’t going to get a dinosaur form from handling her experiments.  He could even feel small changes in himself, as his hairy limbs grew thinner, hands and feet looking less and less human.  Kevin, too, was becoming more feline, although he was now used to the sensation, and fighting through the discomfort.  But Stegron wasn’t changing Shanna anymore – he was powerfully attracted to her just the way she was.  

As it became apparent Stegron was using the meteor on them too, the defectors turned tail and ran, leaving Spiderman, Shanna, and Kevin to face the last few remnants of Stegron’s force.  Andy broke off, running towards the cause of the trouble.  “Thag!  Let another round begin!” he yelled, plowing into the Stegosaurus.  The pair rolled on the floor, and Spidey kicked off, landing on the wall.  The injured scientist circled him, looking for an opening.  Spiderman could feel that it was a little cooler – apparently Elsa had managed to turn down the temperature before she’d changed.  Stegron was slowing.  

“I’ve had it with you, bug!” the injured saurian hissed, and swung his wounded tail at the hero.  Spiderman leapt and dodged, noticing that Stegron was careful to avoid crashing it into a wall or other object – he’d risk pain by hitting Andy with it, but nothing more.  He flipped around onto the wall, again trying to dislodge the meteor with his web lines.  Stegron rushed him, shoulder down, and Andy took the opportunity to fire a glob of webbing into the wound on the tail.  The scientist roared in pain, stopping short of the hero, and Spidey flung himself back up against the wall, two of his arms lifting another fire extinguisher off the wall and behind his back.  Stegron was too distracted to notice.  He bounced out into the middle of the room to face his foe.

“I feel like I’ve said it a hundred times, Thag – I’m an arachnid, not an insect!  Where is that scientist brain of yours when it comes time to remember taxonomy?”  Stegron roared again at the insult, and swung his tail in rage.  Spiderman jumped back avoiding the blow, and the next one, and the next.  At last Spidey hurled the fire extinguisher at Stegron, and again the thagomizer whipped around.  It exploded like the first, and the dinosaur was hammered to his knees in agony, roaring and even crying in pain.  Finally, the stone dropped out of his hand to the floor, and a quick web line drew it back to the hero.

“Jeeze, Thag!  Don’t you ever learn from your mistakes!  Remember, I told you to finesse it!” taunted Spiderman, and turned the meteor’s glow on his enemy.  Slowly, Stegron shifted back, growing more and more human, his plates sinking into his back, his tail receding, and his body mass reducing to a third.  At last, the creature was just a man with a slight paunch, shivering on the ground in defeat.  Spiderman quickly turned the stone’s rays on Stegron’s minions, reverting them too.  Up against the powerful saber-toothed tiger and Stegosaurus, they quickly surrendered.

“Now us?” asked Shanna hopefully, but Spiderman shook his head.  

“Your bodies are what’s giving us the advantage right now.  We’ll turn you back as soon as we’ve dealt with Thag’s army.”  He did spare a moment to change the others back, though – they wouldn’t be much help anyway.  He looked at Elsa for a second, mooing forlornly, victim of one of her fellow geneticist’s cruel machinations.  He thought for a brief moment about leaving her as a cow, but his heart was too big for that.  Shanna and Kevin tied up Stegron and the men that had been loyal to him until the end.  Then, the trio ran outside, Spiderman changing back the dinosaurs hiding in the treeline, waiting to see the result of the conflict.  Those that had been enslaved as mounts cheered their restoration, and the former soldiers moaned in defeat.  Up against Kevin and Shanna, they surrendered quickly.

Again the three went into the jungle, moving back to the central research facility, turning back everyone they encountered.  Not surprisingly, everyone they met professed to have been afraid of Stregron, forced to do his bidding.  Unwilling to make an island full of prisoners, the heroes accepted their stories, forgiving and forgetting in exchange for information about others.  It took six days to complete their circuit, ending up back by the dock.  They had found the non-prehistoric animals as well, scientists and boat crewmen, and brought them back.  Finally, Spiderman brought the stone around on himself, Kevin, and Shanna.

It was a relief to feel himself become human again, his extra arms retracting, hair and face and eyes returning to their normal forms.  He pulled back on his mask as he changed – Shanna and Kevin might not be able to identify him, but the boat crew didn’t need to see his face.  Kevin’s fur dissipated, his teeth shrinking back into a normal, handsome smile.  Shanna’s mass decreased, plates, spikes, and tail receding, her feet growing less elephantine.  She sighed blissfully as she felt her much-missed intellect return, as the Stegosaurus turned back into a beautiful woman.  She hugged Andy, favoring him with a grateful kiss, as Kevin thumped him on the back.  Both of them knew what heroism looked like now.  Perhaps they could share what they’d learned with the others.

It was bittersweet, preparing to leave, but Andy needed to get back to California.  He had been on the island almost two weeks, and as much again at sea – the hundreds of transformed people back home needed him.  But still, he would miss his new friends.

“Please… let us keep the stone,” Kevin begged.  “So many of our people have been transformed!  We need to save them!”

“But…” stammered Spiderman.  “But a lot of people in California were transformed, too!  I have to take it back to help them!  We got most of your people – the ones that are left will never present a major threat to your people again.  We’ve made it safe enough that you can get by for a while.”

“Couldn’t we, I don’t know, break the stone in two?”

“I suppose.  But what if that just means neither part works?  Do you really want to take that chance with people’s lives?”

They pleaded with him, and Spiderman felt torn.  “The other transformed people here – most of the ones that are left have to be from Stegron’s gang, in hiding in the jungle, who don’t want to lose their mutations.  It’ll take months to track them all down and change them.  The ones in California – they’re innocent victims, and all in one place.  They’ve been stuck in those forms for almost a month.  They have to come first.”

“But what if they attack in force?”

He smiled.  “I can leave you guys in half-dinosaur form, if you think it will help.”

Shanna smiled.  “I’m not that desperate,” she said.  “I think I can handle things as I am.”

“I agree.  I’ll be back as soon as I can, after I’ve fixed things back home and taken Thag here to jail.  You guys have a lot of work to do, rebuilding your society after the mess he made.  But I have every confidence in you.”

They made their final goodbyes, and Spiderman turned to go.  But he felt Shanna’s hand on his shoulder, and she turned him around, raising his mask enough to give him a none-too-chaste kiss in farewell.  He smiled despite himself, noting Kevin’s slight look of jealousy.  Then he returned to the boat, to the great relief of the crew, fully human with the depowered criminal in tow.  Proudly, Spiderman presented him to the captain, to be taken to the brig.  “Vittorio Stegron, ready for arrest,” he said.

“Lock him up,” the captain said to his men.  “We’re finally going home.”

“Aye, sir!” the men said, rushing to carry out his orders.  The other boat, the one Stegron had commandeered, would be coming back with them, as an escort.

“Hear that, Thag?” said Spiderman jovially.  “We’re finally going home.  Enjoy your time in lockup – I’m sorry that you won’t get to hear my constant wit and wisdom where you’re going.”

Victor Stegron sat, thoroughly tied up, a huge grimace on his face.  He looked like he was wearing a diaper, from how the bandages wrapped around his rear, where his tail injury had transferred to.  He could only think of one thing to say.  “Bah!”
Based on characters created by Marvel Comics and AJ-Prime

(man to spider transformation, man to Stegosaurus transformation, men and women to dinosaurs and prehistoric animals transformations, various transformations)

Story warnings: comic book violence, mild profanity, mild innuendo

Written at the request of AJ-Prime, about his version of Marvel’s Spiderman character.

The Impossible Spiderman, an alternate universe version of Peter Parker, the Amazing Spider-Man, meets Stegron, the Dinosaur Man.

I'm sorry the story is divided into two parts - it was bigger than DeviantArt's maximum file size. Please accept my apologies.

Part 1 can be found at: [link]
This story accompanies the illustration "Shanna as a Stegosaurus" at [link]

This story is set into the continuity of AJ-Prime’s Spiderman series.

The first three ‘issues’, written by AJ-Prime, can be found here:

Issue 1: Spiderman vs. Silver Samurai [link]
Issue 2: Spiderman vs. Poison Ivy [link]
Issue 3: Spiderman vs. Electro [link]
Add a Comment:
zzzyyxas Featured By Owner Mar 10, 2009  Hobbyist Traditional Artist
Amazing! I loved this one)
AJ-Prime Featured By Owner Mar 8, 2009  Hobbyist Digital Artist
:spidey: *drops upside-down on a webline, holding it with his feet as he clapped* Brava! Brava! Thank you SO much for writing this for me Circe! *hops onto his feet and gives her a hug, lifting her into the air slightly with his super strength, but was careful not to squeeze too hard as not to hurt her, before setting her down* You're an excelllent writer, Lady Circe. I really enjoyed reading this story, I hope we have a chance to work together again in the future. :3

Perhaps you'd like a free request pic or maybe I could write something for you?
Be warned though, I'm no good with transformation stuff. X3;;;

Super Heroes and such are more my thing. XP

Though your pic and the story have given me an inspiration to draw my Spidey-self's mutated form. I'll be sure to show ya' when I finish it. :3

Also, if it's okay with you, I'd like to make a character based on you. :3
After whatcha' told me about the Marvel and DC Circes, I think I have an idea...

In any case, still, the free request offer is still up for grabs. ^^
KuroKarasu Featured By Owner Mar 8, 2009  Hobbyist General Artist
Is it odd that I enjoyed the idea of dinosaurs taking over the world more readily than Spidey's feats?
digitalcirce Featured By Owner Mar 8, 2009
Dinosaurs is what drew me in too. I haven't actually read a Spider-Man comic in quite some time. But a Stegosaurus/i> transformation? I couldn't resist. Besides, you always wanted me to branch out the Tfs... :)
KuroKarasu Featured By Owner Mar 8, 2009  Hobbyist General Artist
Also, GREAT that you did some research- Dimetrodons AREN'T dinosaurs! Mayhaps I could send you a preview of the next CoelaCorp chapter? That has a synapsid TF, too. :D

And yeah, looks like this one was right up your alley! :D
Add a Comment:

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