This is based on one of the challenges on The Infamous Man's profile.

New York was in chaos.

There was nothing that Spider-Man could do about it.

The Goblin King had amassed an army under his nose. An army of robots that the Goblin hacked was laying waste to the city.

And there was nothing Spider-Man could do about it.

Because he wasn't really Spider-Man. He was Otto Octavius in the body of Spider-Man. In his final days of life, Otto had switched bodies with the real Spider-Man, Peter Parker, and left him to die in his old body. Otto had sworn that he would a better Spider-Man than Peter ever could be.

And he was failing.

The city was in flames, racked with violence, the Goblin's troops running amok. His base was destroyed, his men had betrayed him, Parker Industries was gone, and the Mayor, J Jonah Jameson, had turned on him. And the woman he loved, Anna Maria, was being held captive by the Goblin.

"I swear to you, if that woman's been hurt, you'll suffer in ways you never dreamed possible!" Otto yelled as he chased after Menace, one of the Goblin's minions, in the subway tunnels.

"Hahaha! Look at you! Barely even bothering to dodge! I don't think I've ever seen you so desperate." Menace taunted before throwing some bat-shaped razors at Otto. "My sister died because of you. And make no mistake, Spider-Fake, you're gonna die too. But not until you've suffered."

"Oh, look. The Goblin Express is pulling into the station." Menace's glider halted. "This is your stop."

Otto landed and saw the shadow of a small person suspended in the middle of the tracks, the lights of an approaching train gradually allowing Otto to see them.

"Anna Maria?" Otto said before the person became fully visible. "Wait… Amy Chen."

Amy Chen was a young girl who had suffered grievous brain damage as a result of Otto's last scheme before his scheme that landed him in Parker's body. Otto had discovered this while pursuing the vigilante Cardiac, who was actually a doctor named Elias Wirtham, in response to the theft of a Neurolitic Scanner, one of Otto's older devices and what he used to rid the last of Parker's influence from his mind. Filled with remorse, Otto used the scanner to operate on the girl and fix the brain damage. And it worked.

"Another one you saved, Otto!" the Goblin's voice boomed through the speaker system of the train. "She's made a full recovery… Although she's about to feel a MITE run-down."

'I-If I miss—If I'm hit- There'll be no one to save Anna Maria.' Otto was frozen in terror. 'What should I-'

"JUMP!" Peter's voice yelled.

Due to an incident with the Venom symbiote, Parker's influence was back in his mind. And it came in handy now.

Otto used the talons in his suit to cut the ropes, freeing Amy, and allowing him to grab her before jumping out of the way.

"Oh, well done! That's one for you, Otto. One right move today, amid all the failures. But remember the other little darling is still in play…" Goblin taunted.

"S-Spider-Man?" Amy said shyly.

"Shh. You're safe now." Otto comforted.

"Train's gone… No sign of Menace, either. They're off to put together their next set piece." Peter said as he looked down the direction where the train was going. "One thing you can always count on is a Goblin's showmanship."

"You screwed up, Otto. When there's time, you weigh options. When there's not, you act. And you always do the right thing." Peter chastised. "Even if it means giving up the advantage…like I just did. You know I'm here now. And I know what that means; round two."

"Well, bring it. This time, I'm ready."

"Yes. You are." Otto responded.

Superior Emiya
Prologue: Downfall

"Get her somewhere safe… If there is such a place left in this city." Otto said as he handed Amy to a police officer.

"Oh my God. How could you let things get so bad?" Peter questioned, horrified at the destruction around him and Otto.

Otto began to swing off to confront the Goblin. "Because I didn't know what I was in for. I was arrogant."

"…No. It was more than that. We've both been in each other's heads. We know the truth. I'm arrogant, yes. But it's because I know…underneath it…that I'm not the best. I'm flawed. So I overcompensated."

"But you…you're guilt-ridden because, deep down, you know you're smarter than others. Better. But it came at a painful price. So you sabotage yourself. That won't happen today. You said it yourself; when lives are at stake, you don't hesitate."

"Today, you will own up to it. Today you must accept that you…" Otto landed on a rooftop near Parker Industries. "Are superior. The superior hero. That is what we all need. That, and nothing less."

"Otto, I-I-" Peter realized that Otto had made a company with his name. "Wait. Parker Industries? What the what?"

"No time. Follow me!" Otto swung towards the building.

"Spider-Man? Shouldn't you be out fighting Goblins?" Sajani Jaffrey, an employee at Parker Industries, said in surprise. "Whatever. It's a good thing you came, because we've had a-"

"Silence, Ms. Jaffrey." Otto interrupted. "I have no time for you now."

Otto opened the door to Peter's lab'

"Hey! That's Peter's lab! You can't just go-"

"My lab?"

"Shut up!" Otto shouted as he shut the door.

The false Spider-Man grabbed the Neurolitical Scanner helmet. "Robot, ready the chair. I will be entering the mindscape."

"*Click*…Yes, doctor."

Otto sat on the chair and the robot placed the helmet on his head.

"Just so you know, Otto, if this is some kind of trap…I'm ready for anything." Peter said.

"I believe you." the former-supervillain said. "That's why I'm doing this."

"You must have no distractions. No confusion. I'm expunging all of my memories… One after the other. My life as a villain must be erased… Along with my heroic deeds."

"Your childhood…?" Peter said.

"Yes, it's vanishing." Otto said.

"And…finally…what I've held on to…so passionately. But it must go as well." Otto said sadly as he and Peter entered a part of the mindscape that contained the memory of the time he and Anna Maria had a picnic in Central Park. "My Anna Maria."

"You…you really love her."

"Yes. And to save her…I must give up every part of that love. For I know…only you can save her." the man once known as Doctor Octopus and Spider-Man began to fade away. "Because you are the Superior Spider-Man."

With Otto erased, Peter was once more the sole occupant of his body. He took the helmet off and went to change into his classic red and blue costume.

"My turn."

But Otto Octavius wasn't done yet. In actuality, he had flung his mind an unknowable distance away. He wasn't sure where he would be when he woke up, but he knew that it would be somewhere where he could begin anew.

After all, he was Otto Octavius. The one and only Otto Octavius. He is always finding new ways to cheat death.

And when he woke, he had succeeded in cheating death once again.

When he woke, he was in the body of Shiro Emiya.

So, firstly, this Shiro will be acting in ways that are Out-Of-Character for Shiro Emiya, but this is Otto Octavius in Shiro's body. Thus, the behaviors will be vastly different. The real Shiro will still be around in a manner similar to Ghost Peter. I might even change just which Saber is summoned by Shiro-Otto. Maybe Nero. If I don't change Saber's identity from Artoria, Artoria and Otto will not get along. And Archer will be very suspicious of Otto because of how his behaviors are in many ways the exact opposite of Shiro's.

Well, leave a review. Constructive criticism will be accepted. Flames will be used to make s'mores. See ya!