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Peter sighed as he gazed down at his torn suit, the result of tonight's latest close encounter. No sewing kit would be enough to fix the massive gashes on the front of his costume. Doc Conners had been particularly nasty to him this time!

His greatest regret that evening was that the doctor's other half had gotten away. At least Peter had stopped the gas attack, likely another one of the Lizard's efforts to change the city into creatures like himself. Peter was thankful he hadn't been exposed. At least, he didn't think so. He surely would have felt the effects by now. Right?

Lost in his reflections. Peter only just remembered to check the time. Shit. Way too late to call MJ tonight. He hated having to bail on her again. He would make it up to her, assuming the city wasn't in peril this weekend. And assuming that she would still speak to him after blowing her off tonight. He sighed. The glamorous life of a superhero! An unaware, ungrateful city, no time for romance, and a torn costume for his trouble!

Peter decided to turn in for the night. He had an early class tomorrow and pictures to develop for The Bugle. He didn't want to sleep through another alarm again! At least Aunt May would be in bed, none the wiser about his late-night exploits.

However, a sudden aching in his sides caught his attention. Moaning, Peter ran his hands over the sore flesh through his costume. The pain almost felt like...but no, that was impossible, wasn't it? He was cured of his mutation disease, cleared by Dr. Crawford with no trace of the illness inside of him.

The idea of becoming the Man-Spider again made him shudder. As though the mere thought of that creature was a catalyst, the pain continued inside of his torso, steadily increasing in intensity. It reminded him too much of the burning of new arms writhing under the skin. It was like getting a massage from Wolverine!

He needed to get out of here, maybe get to a lab, and run some tests on himself. Yet before he could squeeze his web-shooters, the pain in his chest intensified and he was forced down onto his knees. Peter yelled as he felt four points push against his flesh as they prepared to burst through. No, not here! Not now!

Slowly, painfully, his new limbs pushed forth, the new masses of flesh bulking up with muscle. The ends of the new lumps started to tingle as the bones and joints comprising palms, hands, and fingers took shape within. Peter winced from his newfound ability to move the completed digits on each arm. He shuddered from the realization. They had no place in his human anatomy! Soon they were able to function as well as his own, despite not even extending from his shoulders. They were too much like a spider's limbs for Peter's taste!

At the end of his agony, Peter was left with six pairs of arms, each as function as the pair he'd worn all his life. It was impossible not to marvel at how each new limb felt before Peter shuddered, recalling what the rest of the changes would be like. Soon he would turn into a grotesque spider-like creature, the stuff of nightmares! His only reprieve was that the rest of the changes would take time to occur, giving him a chance to find a cure.

Yet it seemed that he was already too late. Peter could feel his muscles bulking up under his skin, packing on layers of striated tissues beyond even what his already muscular arms could do. He fell over on the rooftop, clenching his sides in pain as the new appendages quickly swelled beyond the confines of comfort that his frame could support. Peter was certain this change hadn't happened before!

Just then, a strange smell entered his nose, providing a momentary distraction from the agony of transformation. He was getting sweaty from such a painful metamorphosis, and normally, the stench would have disgusted him. The scent of perspiration was heavy in his nostrils. But this time, it smelled...rather pleasant...

Despite himself, Peter could feel his cock getting hard against the fabric of his suit. It wasn't the first time; thoughts of MJ or Felecia or Gwen sometimes played over his mind as he went on patrol. But never had he been so powerfully aroused by his own sweaty male stink. This was too much!

The smells wafting from his body were almost so overwhelming that Peter was distracted from his goal of getting help. He needed to get out of here, to seek a cure for his condition. Yet before he could fire his web-shooters, the pangs of change wracked his entire body at once. It was happening too fast! He was becoming the Man-Spider already! He couldn't control it! He shuddered to think he would soon lose his mind to that creature once more!

Peter's arms started to twitch as the terrifying transformation took hold. He could feel the pinpricks of arachnoid hairs sprouting from every pore of his skin. Shuddering, he recalled how sensitive they were to every vibration in the air, alerting him as well as his spider-sense could. Yet unconsciously playing his fingers over the coarse hairs elicited a strange tactile sensation. They weren't the sparse, wiry hairs of a spider. Rather, they seemed short and soft as they peppered the expansive bulk of his arms. What was going on?

With alarming speed, his new fingers began twitching uncontrollably as the nails on each started thickening. His human-sized digits swelled up impossibly large, the flesh darkening into a rough hide-like texture even as it became peppered with the brown hairs. The translucent pink of his human nails faded as thick dark keratin moved to cover their surface. This was new. These were not the sharp three clawed fingers of the Man-Spider!

The itching covered the entire surface of his limbs as the hide-like flesh swept over his new additions. He rubbed the changed flesh with his still-human hands, reminded of the texture of a cow's hide. Peter knew with certainy that this wasn't his Man-Spider form!

His mind raced over the chemicals he'd scanned on the labels in Doc Conner's lab during the fight. He had assumed the Lizard wanted to convert the city's population into an army of lizard-man, as he had done in the past. But what if he had been experimenting with different animal DNA? Why, Peter couldn't begin to guess at. All he knew was that the changes to his own structure resembled a mammal, maybe some sort of ungulate.

The pangs of change rocked his form once more as Peter felt something solid bursting from his temples. He reached up to touch them through his costume, shocked at how the mental command triggered all his limbs at once. Yet after a bit of trial and error, he was able to bring only his still-human hands to bear. They made their way over the sore flesh of his head, feeling protrusions of hard bone-like nails burrowing their way out of his skin. Were those...horns?

Spotting a series of glass windows alongside the building he was standing on, Peter took off his mask to unveil the horrors that were occurring over his head. It was unlikely that anyone could see him this high up. And with the changes to his face, it was even less likely that anyone would recognize his identity!

The sight of budding bovine horns protruding from atop his head made him shudder. As though in response to exposure to the open air the dimensions of his face start to warp. He reached up his primary hands to feel lips that was rubbery and thick. His mouth began to expand the muscles and bone underneath surged forth with the change.

The visage he wore all his life continued to mutate as Peter stared at his reflection in horror. The once-coarse hairs of his beard thickened and peppered his darkening skin. Soon he had a pair of sideburns crawling up his face and the expanding flesh of his jaw. They merged with the still-human hair between his horns as it shortened to match his new bovine hide. His ears started to widen, expanding outward as the tips began to curl, and the entire surface blew up with thin skin and tiny veins.

Peter winced from the excruciating pain of his jaw continued cracking forward. The bones and flesh twitched underneath as his skeletal structure rearranged. It was reminiscent of the growth of mandibles in his Man-Spider form. Yet the muzzle ripping from his flesh was much less complex. Somehow it didn't frighten him the way his previous change had.

Bellowinng in a much deeper baritone, Peter became aware of his changed vocal cords as his teeth rearranged in his skull, growing thicker and flatter and more numerous. His tongue was large and bulbous, hanging out of lips that were much thicker and rubbery than he remembered. His nose commenced flaring from the increased olfactory senses his body was giving him. Scents of birds and people and equipment and dozens of other things he couldn't recognize wafted into those bovine nostrils.

Yet the most powerful stench was lifting off his own form. The pungent odor of rank sweat caused by his changing body was overpowering. It smelled worse than someone who had gone without a shower for several days! However, after a few moments of exposure, the smell was not as offensive to his nostrils. The larger and more bulbous his nostrils grew, the better his masculine reek became to his senses. It was almost pleasant, sending shivers through Peter's entire body.

Despite his panic from the changes, Peter started relaxing from the thick musk assaulting his senses. Despite himself, he could feel his cock was getting taut in the confines of his suit. He would have blushed, though the action would be invisible under the bovine hind over his face. The sweaty stench of his massive muscled body was a powerful aphrodisiac!

Peter fell to the ground once more as the pangs of change continued to overtake him, though now more pleasurable as his cock ached and leaked its fluids. His chest was growing impossibly large in his suit, the edges pulled up to reveal a bulbous stomach that was steadily encroached by a spreading swash of brown fur. He reached down with his still human fingers, feeling how firm the flesh seemed. He had always been toned, ever since first getting his spider-powers. But his building muscle mass was even more prominent now! He couldn't help but admire the strength in his form.

Peter pulled up his shirt even further, enjoying the view of his formerly modest treasure trail getting thicker and enveloping his bulging chest and stomach. His pecs flattened while his defined six-pack dissolved into the powerfully condensed muscle of his bovine body. Peter could feel his shoulders widening as his arms finally started undergoing the same changes as his new limbs, swelling up with muscle and strength and tearing away what remained of the seams of his costume.

The more his costume ripped away from his brown hide, the more his exposed skin released powerful waves of sweaty stench. He reveled in the manly stink, never having felt so aroused from his body alone! He was tempted to tear off his clothes and stroke the throbbing member that demanded his attention. Yet a small portion of his mind reminded him that such things were vile and selfish. He had a duty to his loved ones and his city. That sense of responsibility kept all three pairs of arms from tipping over that last hurdle to touch himself!

Something protruding out the ass of his costume diverted his attention. He reached back to feel a nub where his spine should be that was rapidly expanding under his touch. The protrusion of muscle and bone pressed against his seeking hand. It was begging to be released from the confines of its fabric prison. Was it a tail?

The surge of tail growth sent a shiver of pleasure all the way through his prostate. He needed to feel it tearing out, birthing into the world to show off his bovine glory. Yet once more, the realization of his situation screamed at his rational mind. He had to resist! Bracing all six arms on the roof, Peter tried his best to keep the damn thing from moving. He didn't want to touch it, to let himself became some kind of minotaur beast and grow a damn tail!

Yet the choice was soon taken out of his grasp. With a force of will of its own, his tail grew taut in his costume and began ripping out the back end. Peter released a powerful bellow as his massive bovine tail tore its way out of its red and blue confines. Now free, it started swaying back and forth in delight. Peter reached to rub at the spreading fur on the surface. His seeking hoof-hands found the sensual spot of flesh over his back where the tail met his spine. The new extension thrashed about as the tip sprouted a series of coarse hairs that spread into a thick tuft at the back.

His cock remained impossibly hard in the other end of his costume all the while, leaking rank fluid in response to the overwhelming feelings of arousal. Peter couldn't imagine touching himself like this, giving in to urges like an animal. He was a man of science, of reason!

He couldn't even fathom why he was becoming such a thing. Perhaps a facet of Conner's experiment tapped into a dominant part of his Man-Spider DNA or his spider powers in general. More likely, the Lizard had multiple DNA strands in his mutagenic formula that Peter had encountered. Judging from his form, whatever agent the Lizard introduced to his body dominated the transformation. He was becoming a beast out of legend with multi-limbed appendages like the spider that granted him his abilities!

Peter had hated himself for weeks when he lost himself to the instincts of the Man-Spider. But that had been a sudden assault on his humanity, and he had lost himself all at once. This mental battle was gradual, forcing him to confront the bestial need with his own logic and reason. To his dismay, the beast seemed to be winning!

Stubborn to the end, Peter tried his best to focus on human things, his research, his family, his profession, and his superhero work. Those things dominated so much of his life. Yet it was nearly impossible to concentrate against the bestial needs plaguing his mind.

Peter struggled in vain with the alien impulses assaulting his mind as the physical changes took form over his frame. He needed to touch himself, to play his six hands over his body. No, it wasn't right. He needed help! He couldn't stay here and allow himself to become this...thing!

Yet the urges in his body were almost too much to bear. He was growing so large, so powerful, and the stench of his body made him feel impossibly aroused. His cock cried out to be touched, and the primitive part of his mind was bent on experiencing that pleasure firsthand.

Almost unaware of the action, Peter started rubbing the sensuous flesh of his groin with two of his arms, mooing softly as pre began running out like a faucet. The simplest touch was enough to spur his member to life with a force that he wasn't prepared for. His already overly tight costume couldn't contain his maleness!

With an audible rip, the front of his red and blue suit burst open, and he could see what had become of his manhood. Where his cock head once sat was a pointed shaft, dark red and poking out of a thick foreskin that was rapidly expanding up his groin and even towards his stomach. The shaft protruded impossibly long, as though meant to be used by some kind of animal.

All the while, his body continued to change. Peter was barely aware of the relentless march of fur crawling over his stomach as his chest expanded beyond the confines of his suit. He rubbed two meaty hands over his skin, feeling the brown fur thickening and crawling over his bovine flesh. Those hands soon played over his nipples, his muscles, and his flanks to enjoy the new powerful curves he was granted.

Peter could now feel his toes starting to fuse together, hardening with the same keratin nails as those that adorned his hands. Yet unlike his hands, the fusing digits expanded outwards, tearing at the fabric of his costume feet and exposing two new cloven hooves. A part of his mind was simply thankful that his hands were spared that fate! He still had flexibility in his fingers, enough to explore the powerful hairy form he was slowly being gifted!

The scents of his lust wafting into his still-expanding nose screamed animalistic need. Peter could smell the masculine stench wafting from his crotch as his balls expanded, appearing weighty inside of the blackening fuzzy flesh. They sat below his taut cock, pulling at the flesh as they filled with thick bovine seed. His anus rotated back along his perineum, leaving more room for his massive bovine balls to swell with cum.

The scents perforating his larger nostrils made it harder and harder to think. Too late, he realized that the changes to his mentality had been slowly rolling over his mind. As though in response to his animalistic need, his forehead started to reshape to hold his diminishing cognizance. His mind was now primitive, protected by his thick skull and massive horns. He didn't need to think any longer. He was a virile male, a beast with a throbbing, needy cock. Why should he resist the urges of his body when they felt so right?

Peter stared down at his still-growing cock with desire as his eyesight slowly diminished. He could see the entire surface of the roof he was on from the wider angle of his vision. Yet the detail wasn't as great as he remembered. His auditory senses more than made up for that now, however. His massive oval ears twitched relentlessly, taking in every minute detail of the city around him. And his gargantuan nose drank in scents beyond his former human understanding. The most potent of which was still wafting off his changed member!

There was no reason to delay his needs any longer. Peter reached down with one hand, shivering at the first contact. His needy cock instantly shot another drop of pre onto the ground as a thick hand immediately encircled the long warm flesh of his penis. The tip leaked enough fluid to sufficiently lube up his ministrations. A second hand reached down to tease the firm flesh of his ballsack. Another reached out to feel the space between his balls and anus. A fourth entered his pucker and teased at the fringes of his prostate. The remaining two encircled his pert nipples and played over the still sprouting hair of his chest.

Peter was so close to finishing already. The waves of stimulation were more than enough to make him blow his heavy bovine load. He was a massive male, a beast of legend to be feared and revered. He would not be denied his desire!

With a mighty roar, the minotaur that had been Peter Parker blew the contents of his mighty balls all over the rooftop. The new beast shuddered from the waves of release as more spunk than he could possibly produce sputtered out from his taut cock. The quanity was enough to poo around the torn remnants of his Spider-Man costume. Peter went limp for a moment as his multiple arms played over his entire body, struggling for every ounce of ecstasy they could muster from his form.

Now finished, Peter stared at the masculine visage of his new form reflected back at him in the glass. He was over 8 feet tall with hundreds of pounds of muscle. His head was entirely bovine, and all six of his hands ended in thick nailed fingers. His feet were completely bovine now, and his muscled torso had burst from the confines of his suit in the night air. Just the sight of himself was enough to bring him to partial arousal once more!

Peter activated his still present web-shooters and leaped into the air, swinging from building to building with as much ease as he had with his human body. His webbing was more than strong enough to hold his weight. He was naked now, costume torn on the rooftop, but that notion didn't bother him. Tthe most intimate parts of his form were hidden under his thick sheath, for him and him alone to experience once he hit arousal.

He still harbored thoughts of Aunt May, of MJ, even as his minotaur-like body patrolled the streets of New York. Yet he didn't mourn the loss of his human body. He could protect everyone in the city now with his new power. And the only reward he required was the sensual delights of his male form from the thick cock he now possessed!