Spider-Man Unlimited Season Two Episode Ten: A Furry Friend

While covering the launch of John Jameson's one-man mission to Counter-Earth, another Earth located on the far side of the Crossroads of Infinity in the Negative Zone, Spider-Man attempts to stop his two symbiote adversaries Carnage and Venom from boarding the shuttle.

Blamed for losing contact with Jameson by his father Jonah Jameson of the Daily Bugle, Spider-Man becomes a target of prosecution by the media and the public at large, with a bounty on his head.

After John Jameson makes contact with Earth through a distress signal, Spider-Man borrows nanotechnology from Reed Richards to design a new suit that incorporates built in web-shooters, stealth tech and anti-symbiote sonic weaponry.

Making his way to Counter-Earth, Spider-Man learns that Jameson had fallen in with a band of freedom fighters opposed to the High Evolutionary, whose Bestials, hybrids of animal and humanoid attributes, are the dominant species, while humans are the second-class minority.

With Jameson to return until all of the Bestial are defeated, Spider-Man elects to remain on Counter-Earth, blending in as best as he can as Peter Parker photographer for the local Daily Byte, and fighting the High Evolutionary, his Knights of Wundagore, and his Machine Men, alongside the rebels as Spider-Man. It is soon discovered that Venom and Carnage are also on Counter-Earth, and are following orders from a Synoptic, hive minded legion of Counter-Earth symbiotes.

Along with a cadre of cohorts, some old and some new, Peter Parker protects Counter-Earth as Spider-Man in....

SPIDER-MAN UNLIMITED....

Starring Spider-Man

John Jameson and the Rebels...

The Knights of Wundagore

Man-Beast

And THIS Earth's Susan Storm also know as SHE-BEAST....

And the High Evolutionary

Spider-Man Unlimited Season Two Episode Ten: A Furry Friend

Peter Parker AKA Spider-Man swung through the city scape using his nano-tech webbing. He didn't want to go too high, as the New York City on Counter-Earth is divided vertically with humans living on the bottom and the Bestials living miles above the street, ruling with an iron fist.

He wasn't on good terms with the Machine Men, or anyone here for that matter. He made it to the alley were his contact had told him she'd be waiting. As Spider-Man, Peter fought the High Evolutionary in secret, but as Peter Parker, he used his position in the media to oppose the High Evolutionary. He worked for the Daily Byte, led by Mr. Meugniot.

Few people knew of Peter's secret identity, which made this meeting with his source of information unique. He was meeting with Counter-Earth's version of Susan Storm. Like him, she wasn't originally from here. While Peter was from the 616 universe, he wasn't quite sure where this Susan came from. She didn't like to talk about the Fantastic Four of her world. Only that she'd crashed here long ago.

Unlike her 616 counterpart, this Susan wasn't quite human anymore. Long ago she'd been captured and experimented upon by the High-Evolutionary. The mad scientist had changed her into a Bestial, a half human-half raccoon hybrid. She wore a control collar which limited her powers to making herself and whoever she touched invisible. Susan had long ago given up on leaving this place, falling in with those opposed to the High Evolutionary. She was a member of the New-Men, lead by the insane villain Man-Beast, a former wolf from Earth turned into a canine-human hybrid, and bent on destroying his former maker.

Yet this version of Susan was so much like her 616 Earth counterpart, thought Peter as he slid down a line of web into an alley. His mind thought of Susan then, her unique form, her curvy but muscular body, still the same, but her face changed, more animal, and yet such human eyes. The same eyes Peter remembered his OWN Susan having. He had dated 616 Susan once. She was so beautiful, and so was this version of Susan, but with gray and white fur, and a very raccoon like face. She even SMELLED like his Susan. Yes, Peter was still married to MJ, who waited for him back on Earth, but since meeting this Susan, he couldn't get her out of his mind. His body responded by sending blood to his crotch, even as he hung upside down and sank into the dark alley.

“Down here,” that familiar voice spoke. “Down here Peter,” she called. Even this Susan knew who Peter Parker was, and it was comforting to have SOMETHING of a familiar face. He moved down his line into the garbage filled alley, seeing a large pipe in the red brick wall of a building.

Spider-Man went down his web line, expecting that he was at her eye level, as he hung, feet touching in a diamond shape, upside down looking around. “Susan?” He called softly.

“Right here Peter,” the voice spoke and she began to shimmer into view. Peter than realized that he was directly eye level with her two large VERY large, white furred tits. The middle of her body was white, as were her hands up to her elbows. The sides of her body had gray fur, as did her upper thighs and shoulders. What killed Peter was that the white fur dipped down into her camouflage skirt, gray fur lined the sides of her stomach like a pair of pulled up panties, cutting a “V” down to her privates. Peter looked her body up and down, and she covered her tits with a black bikini. She wore a belt with a blaster over her camo-skirt. Her gray legs were covered in ripped fishnets that hid the lovely gray fur. She wore boots on her pawed feet. His eyes roamed back up to those furry white tits.

“It's good to see you Susan,” Peter spoke, blushing under his red mask.

Susan laughed, pointing one white clawed human-like finger-paw digit hybrid at Peter's blue colored crotch area. Her other hand moved her blonde locks, a trait she retained beyond the change. The same color appeared in rings on her long fluffy tail. She was staring up at his erection which pointed at her like a crooked finger. “I can tell.” She joked sarcastically to break tension. It was the same sense of humor as the Susan from Peter's planet. She even moved like that woman as she walked over to the large drainage pipe in the wall, and pulled herself up with ease. She looked back and nodded her head in the direction down the pipe. “It's tight, but follow me,” her raccoon like snout with the black wet nose sniffed the air as she spoke. The gray patterns around her eyes on her otherwise white furred face displayed such beauty.

Soon, Spider-Man found himself crawling in a very small pipe behind Susan Storm, aka the She-Beast. She was bringing him to a supposed meeting between the Knights of Wundagore (personal servants and guards of the Evolutionary) and a faction of humans that wanted to be changed by the High-Evolutionary. They were going to give up secrets on the rebellion, using double agents to infiltrate the rebellion that Jameson was a part of.

As he followed, he was greeted wit ha view up her skirt, seeing just wear the fishnets ended around her upper thighs, and the black tuft of panties over her white pussy. It was swollen and Peter was transfixed. As the young heroine moved, the black panties moved to the side, showing him the right mound of pussy in all its white furred glory, and the wet pink portions on the inner side. His cock was engorged and painful looking at her sexy little furry pussy. In reality, he was taking in her pheromones, which Sue had little control over. If you were a male of any species and had to stay in close proximity to Susan Storm the raccoon lady for too long, and you'd go insane with lust. It didn’t help that she had enormous white furred swinging tits, barely covered by the bikini top. Were this Susan's tits bigger, he thought, as he moved forward. His face smashed into Susan's backside, his masked face pushing into her skirt, until his red mask covered nose slammed into her white pussy.

“We're here,” Susan stated stopping abruptly. She felt a warm sensation between her legs and wiggled a little, causing her pussy to coat the mask over Spider-Man's nose.

Peter's eyes, locked onto the pussy even as the scent filled his nostrils. She was saying something, but his mind was flooded with animal pheromones from a female. His cock was painful now it was so hard. When she wiggled her butt, his nose moved to her ass, feeling her fluffy tail hit his head top.

“Get your nose outta my ass Spider-Man and get UP HERE!” She tapped his head. “I can hear them. Bring up the recorder they're right below us.” She couldn't see much through the grating, but it was the Knights of Wundagore, of that she, had no doubt. She heard. She felt Peter move up behind her, his body on her back. But he seemed hesitant. “Haven't you been close to a girl before?” She chided him softly. “Aren't you married,” she reached back and pulled his shoulder. “Get up here.”

Peter moved up behind her as she crouched over, on all fours above a small grating. He had to move his body slowly along her back, so as not to make noise. Her tail pushed down on her back, and he moved more. This caused her skirt to slide up. As he positioned himself behind her, his chest on her back, his costume covered cock slid up and right into the crevice of her furry white exposed pussy. Susan didn't seem to notice that a slim fabric, designed by a version of her own husband, was all that seperated their sex. She listened intently putting her ear to the grating. Spider-Man was feeling her warm pussy over her cock as he moved to push the recorder from the Daily Byte close to Sue's face. Her pussy lips all but wrapped around his costume covered rod. Her upper body went lower to the grate then, and she arched her ass up, pushing it further against Spider-Man.

“That's Lord Tyger,” Susan stated smiling. “I'm sure of it.” She was pleased. She picked her head up and turned back to Peter. He had an odd look on his face. But she was sure, that there would be no denying this meeting once Spider-Man put it out there. Talk of enslavement of humans and changing people against their will.

The movement of her body, caused her pussy to slide up his crotch, and his tip pressed into her lips, dipping inside but blocked further progress by his costume. The warm wet white furry pussy was stimulating his dick more than he could handle. And when she slid back down to listen once more her pussy made his cock-tip literally bob up and down as it slipped out. Her pussy ran down his cock, coating the costume even more, and causing a welling in Spider-Man's balls.

“This is it,” Susan called, reaching back for Spider-Man's hand, She pushed her body back into him more, “that is LADY VERMIN AND SIR RAM. They're all here.” She stated with elation.

Peter couldn't take it, and his body flung back, his head hitting the top of the pipe. He looked down at her pussy wrapped around his dick, like a cock hotdog with a white furry bun. The pheromones and the stimulation were too much, and Peter gripped her hips and pushed his cock along her wet slit. He began to cum in his suit, no longer caring. “Aaaahhhh.....SUSAAANNN!” He said as softly as he could.

Spider-Man came, and came hard, right there in the pipe. He hadn't been with a woman in ages, though he fancied Dr. Naoko Yamada-Jones. He missed MJ and wouldn't cheat. Yet here he was cumming in a pipe, and he kept cumming.

After coming down to Earth, he looked down to see Sue's head moved to the side with a look of confusion. “You get what you needed back there?” She then leaned down to listen more. She felt his body sink on hers, and the wetness in his costume. They didn't speak for the rest of the meeting. They waited until all parties left and were gone for several minutes. Sue finally asked. “DID YOU PEE?”

Hours later....

Susan Storm returned to her high-end, high-rise loft. As a Bestial she was allowed to own property. But in fact, she shared this apartment. She'd left Peter in the alley, and was hopeful he had what was needed. The young raccoon human hybrid female walked over and undid her bikini, letting her large white tits bounce free. It wasn't that she wanted to wear a bikini on missions, the “change” had increased her tit size considerably. And Sue's tits were already huge. It was hard to find clothes that fit, let alone that weren't squeezing her breasts.

She walked past the fridge and grabbed some milk, which she poured into her mouth, and afterward licked her lips when milk flowed from the carton. The young heroine then moved to her bedroom, where she sank onto the bed, and pulled off her boots. These fucking paws, she thought, still not used to them. She began to rub her aching little paw-feet, with the padded digits. It still tickled so deliciously and she giggled.

“Your back,” a voice called in a low rough growl like manner. Sue's eyes lifted to see the brown furred Wolf-man known as Man-Beast, one of High-Evolutionary's first achievements on Earth. “Did Spider-Man see what we wanted him to see?”

Susan nodded, rubbing her digits. She looked over the muscular body of the dogman. He had that same evil grin as always. He was a villain, and though he opposed High-Evolutionary, he'd fought everyone from Thor to the Fantastic Four themselves. Man-Beast didn't much care for Spider-Man and vice versa.

“Remove my pants,” Man-Beast spoke sternly. He watched with pride as Susan Storm used her white paws to undo his red belt, and then struggle to pull his blue pants down. She still wasn't accustomed to the change of having paw-like digits for fingers, with black claws at the end. “Bend over child,” he finally instructed. Susan did as told, and bent over at the waist, her hands resting on the white satin bed. Her ass facing Man-Beast, her took in her scent. Her tail was poking out a self-made hole in her skirt. Her ripped the area beneath her tail, and then pulled on her black panties, slicing them with a claw. Beneath him was Susan's was Susan's gray furred ass with white fur covering parts of her cheeks, her anus and that wonderful smelling white pussy. It caused his balloon like canine cock to swell in his pants, and he pulled them down staring at that raccoon ass, with her tail whipping back and forth now. She couldn't control that either, not when excited.

Beneath him, Susan felt nervous in anticipation for what she knew was coming next. Something rubbed her warm wet white folds, and she didn't need to look back to know it was his massive red canine cock. Like Nescan's his wolf cock looked angry and intent on fucking everything. She felt the member slap against her ass.

“Have I ever told you I saw you running,” Man-Beast taunted. “In the Pine barrens, with those tight leggings, and that orange top.”

Sue did recall a trip with the Fantastic Four to the Pine Barrens, where they fought aliens in fact (Marvel Knights 4: Issue #5). “What do you mean?”

“As a wolf,” the villain laughed, “a normal wolf I saw you, smelled you,” he taunted. “Before High-Evolutionary changed me.” He ran his red cock along her white mounds, coating it with her juices. “I smelled the same thing I do now......” He laughed and pushed his cock into the pussy, causing the heroine to wince and yelp a moan. “Nothing but a BITCH!” He gripped her gray furred hips .”Does Peter Parker know?” He taunted slicing only a third of his red angry canine cock in and out of her white pussy. He watched her walls wrapped around his member.

“Know what,” Susan moaned feeling herself filled once again by this beast.

Man-Beast began to pick up his fuck rhythm, moving faster, and pushing half his ten inch red cock into the tight little raccoon-girl pussy. “That you are the SAME Susan from his world.” He lifted his own brown claw paw-hand and spanked her large white ass as he fucked her pussy.

“No,” Sue yelped moving forward from the spank. “He has no idea.”

Man-Beast slapped her ass again. “Ha...I knew it then in the Pine Barrens, from your scent.” He gripped her hips and began to push almost all his member inside the girl, letting her tail slap across his stomach. When it tickled he lifted the tail and fucked his pole into her until his ball-sack shaped knot was banging at her entrance. “I should have fucked you then, even a stupid old ordinary wolf.” He began to hump her deep, but not too hard, and he felt her hips coming back to meet each thrust. “Would you have stopped me if not for the fucking aliens?”

Susan's mind went to a strange place as the bestial villain fucked her, she was moaning uncontrollably, her own nose filled with Man-Beast's musk. She thought of being confronted in the woods by Man-Beast in his primitive form. Heard him growl even as he did behind her now. She saw herself bend over and pull her yoga pants down, getting on all fours. “Oh god,” she moaned out.

“Would you have stopped me?” He roared letting her tail drop and gripping her blonde hair. “WOULD YOU?”

Sue was pushing her hips back against his large red knot, but she was being denied the sensation. “NO....NO I WOULDN'T,” she shouted.

“AND WHY NOT?” He growled slamming his cock into her, letting her feel the pressure of his knot.

Sue turned to him and bared her own sharp raccoon teeth with a look of anger and lust. “CAUSE I'M JUST A FUCKING BITCH!” She gutturally animilistically responded. “NOW KNOT YOUR FUCKING BITCH!” She felt him push forward and felt that pressure, and then the sensation of a grapefruit entering her cunt. And then the sweet release of being knottted. Red vision, and a blurry haze of chemicals rushed her body. A powerful orgasm racked her form as his knot pushed in and stuck inside her. She shrieked like an animal and her eyes rolled into the back of her head. Her body fell down towards the bed, but her waist stayed up, tied with her lover at the knot.

Man-Beast roared loudly as his cock erupted in his bitch. He too saw red, and felt a pulsing in his mind. Like Nescan before him, it was a link of the minds of mates...soul-mates. This wolfman and this raccoon-lady were madly in love, and would defend each other to the . And as the pair locked eyes and came together, both baring sharp teeth in a lustful fearsome gaze, it only strengthened their bond.

Man-Beast began to breath more softly and he attempted to prematurity pull from her pussy.

Sue giggled from dreamy eyes. “I'm still too tight lover,” she smiled back up at him, “you always wanna fuck with the tie,” she bared her teeth and growled. Her hands slapped the bed. “The tie is what makes this so special.” In reality, they'd be tied for almost an hour. Both would continually cum, and Sue enjoyed it. Man-Beast seemed annoyed after cumming, and always tried to pull away. She stood up and turned her head. The wolfman and the raccoon-girl kissed passionately, with ling tongues. Man-Beast's was more soft and wider, and Susan's was rough like sand-paper. Sue twisted herself on the knot, and it caused her to cum again with a laughing moaning orgasm, as her pussy coated his knot. Her furry gray legs wrapped around his brown furred waist. She told him to bring them to the couch.

She again twisted, remaining tied as they watched the news looking for word of Spider-Man's earlier 'scoop'. His hands roamed her large white tits and they kissed, still tied, and still cumming together, but more softly and passionately.

Susan Storm Richards of 616 had landed here on the far side of the Crossroads of Infinity after escaping the world fish. Or so she thought. It was all hazy. This was like the Saragossa Sea, Sue learned, with things that disappeared appearing in this strange part of the Zone. This included the Counter-Earth they were now on.

Initially Sue fought with the human rebels. Man-Beast's New Men were opposed to High-Evolutionary, but they were not friends of the humans. Susan found herself fighting Man-Beast alone in a sewer. One thing led to another, and Sue was on her hands and knees at the end of the the villains knot, moaning like the whore in heat she was.

So Susan joined the New-Men. But this meant she had to change. High-Evolutionary offered to change her, in exchange for information. The New-Men were working against the rebellion and the high-evolutionary and his Knights of Wundagore. It was all complicated and ridiculous. Like Nescan, once Sue took the knot she was in love with Man-Beast. Staunchly defending him and never leaving his side.

They raided camps together, robbed banks, annoyed the humans as well as the High-Evolutionary and his minions. She loved her new life, even if her new body was hard to understand. The Evolutionary's experiments leading to her hybrid change made the aging process reverse. Susan wasn't a mature Bestial for the first three months. It was hell on Man-Beast but Sue found it funny. She was giving the villain hand-jobs with her new paws at movie theaters and learning blowjobs with sharp fangs (frustrating as hell to Man-Beast).

When Sue matured, and there was no denying the bleeding between her legs, she was elated. In two weeks time, Man-Beast and Sue took the 'life mate ceremony'. Like a wedding for Bestial's on Counter-Earth. They promised to mate for life, and Sue promised to give him pups whenever desired. On that wedding night, Susan's virginal bestial body was de-flowered by her mate. She'd had sex before, but her body was new, and nothing like the experiences she had now. The scents, the sights, the stimulation. In many ways it truly WAS her first time. The hybrid process was so effective it returned her hymen. Which Man-Beast gladly broke on their 'mating night'.

He was already the leader of the New-Men bestials, but now when they drank, all they did was ask what it was like to take the virginity of the hot little raccoon blonde humanoid girl. Man-Beast liked to say she was so tight it hurt like hell. Sue would joke their first tie while she was newly hybridized lasted five hours, and they became scared he'd never be able to pull out.

That was only months ago. Now, her white pussy much looser, it was still too tight for him to simply pull out, and as they laid on the couch, kissing, he pounded his mate's pussy back and forth with his knot. Her tail was between them moving wildly, as she still didn't control it well. He was occasionally trying to pull free, but Susan reminded him that if they wanted pups and kits, they'd need to remain tied. She still had a control color, though it wasn't working strongly anymore. Her powers of invisibility had returned, but not her powers.

Susan lifted her leg around his back legs, to see his knot buried in her white stomach. She jiggled her lower body around the cock causing him to groan as he came softly again. They'd share about a dozen orgasms together in a 'tie', something no humans would understand.

An image of Peter Parker came on the screen, and an exclusive about “breaking news”. Susan sighed. She pitied him. She rubbed Man-Beast's furry arm around her white waist. “He came in his costume today,” she sighed, knowing Man-Beast would laugh, which he did. “Humans can't handle pheromones.” She shook her head. “I feel bad for them,” she finally admitted.

The beast man behind her gripped her large white tit and licked her ear. “Why?” He asked, his dog cock still buried in the raccoon girl.

“They're so sad, and pathetic....so UN—evolved.” She stated with honesty. “Once....long ago, on our way to the rocket ship that brought us to the cosmic could,” Sue stated. “We hit a deer.” Sue told the story, about how cold and calculating Reed was about how the deer wasn't supposed to be there, and it didn't matter in the long run because it was hunting season, and it was a big buck, and would have potentially been culled, and that the meat would feed other entities. “He went on and on,” she stated as she rubbed Man-Beast's arm. “I was so mad at how cold he was at killing the beast,” she remarked, noting Reed was driving. “Now I just pity him,” she stated. She'd told the story to Rocket Raccoon her former lover long ago, and his influence was still in Susan, which was why she changed into a raccoon, she couldn't lie about that. But even her time with rocket was when she was human. As was her time in the Fantastic Four. So long ago, and a literal different world and life.

“Are you changing your mind about the end goal?” Man-Beast inquired.

Sue shook her head looking at Spider-Man. “No...we will still High-Evolutionary away from here. But I want him to take the humans as well.”

“You want them all gone?” Man-Beast looked at her as she turned back to him.

“I want them gone.” She said with honest eyes behind the dark fur of her raccoon face. “I hate the humans.” Susan Storm was no longer a human. She was a bestial, a hybrid, a New-Men. She would assist Man-Beast in his quest until humans were gone from this Counter-Earth.

To be continued......