A/N: Aaaaand we're back. First chapter of the reboot of Superior Spider-Man, Take 2! Special thanks to Ghost Fire 6 and Batmarcus for their help and ideas in getting this off the ground!

Previously, in the Amazing Spider-Man...

After years of brutal battles and exposure to dangerous materials, Doctor Otto Octavius learned that he was dying. Fueled by desperation, he launched one last attempt to leave his legacy on the world, but was thwarted by Peter Parker, the Amazing Spider-Man and Otto's greatest enemy.

Months went by. As Otto lay dying in the Raft, Peter faced down new threats from the Lizard, Morbius, and Kingpin and the Hobgoblin. It wa then that Otto enacted his most daring plan yet: using brain scans taken when Peter used Otto's equipment to thwart the Spider-Island crisis, Otto was able to switch his and Peter's mind, leaving Otto in Peter's body and Peter in Otto's dying body.

Unwilling to let Otto run around in his body, Peter was able to enact one of Otto's failsafe plans and gather a makeshift Sinister Six consisting of himself, the Trapster, Hydro-Man, and the Scorpion, and breakout of the Raft.

Peter was forced to immobilize Trapster when he realized that 'Otto' was acting strangely. Hydro-Man was immobilized by the Horizon Labs team extracting his 'soul' molecule. Otto, unaccustomed to his new strength, punched off Scorpion's jaw.

Now, with minutes left, Peter and Otto face off one last time…

"It's over, Parker!" Otto yelled in Peter's body as they landed on the ground in front of Avenger's Tower, cracking the pavement beneath them. "I've won! Do you know how long I've planned this? There's nothing you haven't thought of that I haven't planned for!"

"You really think so, Otto?" Peter weakly groaned out. He could feel he only had minutes left. His kidneys had already shut down, and he could feel that his other organs were on their way. Otto's body hadn't been in anywhere close to decent shape when he got it, and it had only gotten worse since he'd been removed from Otto's iron lung in the Raft. Peter was out of options, and there was only one option left. He just hoped it would work…

"What's wrong? Out of quips and witty rejoinders?" Otto mocked. "Is it because you've finally realized that maybe I'm right? That you don't deserve the life and gifts you were determined to piss away? That I am the Superior Spider-Man?!"

"Nah, I'm just…" Peter coughed a little blood up, as a piece of rubble behind Otto began to shift. "...just letting you distract yourself…" The rubble flew apart and out flew a small, golden octobot. Before Otto could react, it jumped onto his back, and it's small tendrils immediately went for the back of Otto's head.

"Really, Peter? The octobot? Has your brain deteriorated to the point where you forgot what I just said?" Otto said, pulling the octobot off his back and tapping the back of his head. "I expected you to try to reverse our mindswap. It's why the first thing I did this morning was reinforce my mask with carbonadium plating." Otto was about to crush the Octobot…

When one of Peter's tentacles grabbed his arm, forcing him to release the octobot, while another tentacle grabbed the back of Otto's mask and ripped the armored plating off. "No!"

"Y-yes…" Peter whispered out. It had taken everything he had to move the tentacles before Otto could destroy his only lifeline, and he was about to cry from both pain and relief as the octobot went to the back of 'Otto''s neck, and began it's purpose.

"No no no no no!" Otto cried out as he returned to his own body, his tentacles falling to the ground as the transfer disrupted his body's connection to them. "How?! You should've been dead! You...you should've…"

"Honestly, I wasn't entirely sure I was gonna be able to do it myself." Peter said, crushing the octobot in his hand. "But then I thought of you in my body, wrecking my life, everything I've worked so hard to build, and I fought through the pain and the weakness."

"It's...it's not…" Otto started to protest, before his body was wracked with a violent coughing fit. "This...this is it, isn't it? Everything I've done, everything I've accomplished...all for nothing."

"I'm sorry it had to be this way, Otto. I'm sorry I couldn't save you." Peter stated, kneeling on the ground next to Otto. "Y'know, as much as I hate the man you became, I always respected your mind and what it was capable of. Can't tell you how many times I wondered what you could've accomplished if you'd actually put your mind towards good."

"As...as have I…" Otto wheezed out. "I suppose...I suppose I wanted a second chance...I wanted everything you had…" Otto chuckled, before he was racked with a coughing fit that caused him to cough up blood. "Will...will you stay with me? I don't...don't want to die alone."

"Of course, Otto." Peter said, sitting next to his longtime enemy. "So...I feel compelled to ask why?"

"Isn't...isn't it obvious?" The supervillain rasped out. "You had friends...family that loved you...and yet you seemed determined to screw things up at every turn."

"Trust me, it wasn't always a conscious effort." Peter replied. "It seems like no matter how hard I try, I can't help but screw everything up."

"Peter...I want you to promise me something." Otto asked.

"Don't worry, Doc. I'll make sure to clear out your search history." Peter quipped, and Otto actually laughed.

"Always with the jokes…" He rasped out. "I want you…to be better than you are. To be the man…the hero…that you have the potential to be. Don't repeat the mistakes of the past. Please, be…better than you were…" Otto rasped out. "Become...the Superior Spider-Man…" And with that, Otto breathed his last breath, the life leaving his body. Otto Octavius...was dead.

The Next Day

Philadelphia, Pennsylvania

In a crappy apartment, the window opened, and in crawled a man wearing a black outfit that could only be described as a militaristic take on Spider-Man entered. "Man, talk about a boring patrol. All the movies made it look more exciting…" Flash Thompson, AKA Agent Venom, mumbled to himself as he sat in his wheelchair, his symbiote receding back into his body. Having just moved to Philadelphia, Flash was hoping to make it known that the City of Brotherly Love had a new protector. Unfortunately, Philadelphia was a lot quieter than New York, with the craziest thing he had to deal with being a few break ins.

Flash let out a sigh, flipping on the television. "Doctor Octopus is dead." The newscaster stated, causing Flash's eyes to widen. "The prize winning scientist-turned-supervillain, seemingly driven to desperation in his final moments, activated several building sized Octobots left buried around the world, drawing the attention of the Avengers and allowing him to stage an impromptu breakout from the Raft and make an attempt on Mayor Jameson's life. Fortunately, there were not casualties, and the attempt was thwarted by Spider-Man, who thwarted Octavius's attack long enough for the former scientist to expire." The newscaster announced. "Officials from both SHIELD and the Avengers have issued a statement assuring that Octavius and Michael Morbius were the only escapees, and that Octavius's accomplices have been remanded to Raft custody. In other news…" As the newscaster droned on, Flash let out a sigh.

"Talk about not knowing when to give up…" He muttered out, when he remembered something. 'Wait, if he went after Jameson...hope Peter and his aunt didn't get caught in the crossfire.' Flash thought to himself.

Houston, Texas

In the penthouse room of the Four Seasons Hotel, a man who looked identical in every way to Peter Parker, save for a shaved head, watched the report of Octavius's death. "Good. Jackass should've stayed dead when I killed him…" Kaine, the former homicidal clone of Peter Parker and current Scarlet Spider, protector of Houston, mumbled to himself as he ate his omelet.

"You're irritated." A female voice said to his right and Kaine let out a sigh as he looked at a young latina woman who was about 16.

"I told you to stop reading my head without asking, Aracely. It's creepy." He scolded. Kaine had no idea where Aracely and her strange telepathic abilities came from, but until he did, the best spot for her was by his side, where he could protect her.

"I can't help it sometime. Especially around someone as emotional as you." Aracely defended, and Kaine just rolled his eyes "You're also...concerned. Almost like...almost like what one feels when a sibling is wounded." She said, and glanced at the picture of Spider-Man currently on the news. "Are you...related to Spider-Man?"

"It's...complicated." The clone replied. "Trust me, the less you know about my past, the better. So drop it, ok?" It was clear that dropping it was less than ok, but Aracely knew by now that Kaine wouldn't tell her anything unless he wanted to. 'Still, she's got a point. Like it or not, Peter's the only thing I have that resembles anything close to family. I at least owe him a phone call or something…' Kaine thought to himself.

New York, Undisclosed Location

A man sat alone in his dark apartment, watching the report of Octavius's death. "Interesting. It seems my time has come sooner than expected…"

Apartment of Mary Jane Watson

The supermodel-turned-club owner frowned as she watched the news report of Octavius's death. "About time…" MJ muttered to herself, and she thought of Peter. If she knew him half as well as she thought she did, she knew that Peter was going to blame himself for not saving Octavius.

Mercy General Hospital, Coma Ward

In the hospital's coma ward, a doctor ran towards a room containing a redhaired woman with a 'Jane Doe' nameplate...and ran right past her, to a nurse that appeared to be hyperventilating. "Clarissa, what's wrong?!" The doctor asked, and she pointed towards the room behind her.

"I...I was just going to change the bedpan, and...and when I got there…" She stammered out, and the doctor went into the room behind her, and his eyes widened at the sight of an empty bed and an open window.

"Oh dear god…" He gasped out, as the golden nameplate at the foot of the bed gleamed in the light of the morning sun: 'Norman Osborn.'

Baxter Building

"And...there we go." Reed Richards declared, looking at a readout as Peter wore a helmet-like device on his head. "Purge complete. There are no more traces of Octavius's memories left in your mind."

"Thanks again for doing this, Reed. There's some stuff in there I really could've lived without seeing." Peter thanked, shuddering as the traces of a memory involving Aunt May and Otto left his mind. He had come to Reed for help in purging Otto's remaining memories, as he lacked the resources and equipment to do it at Horizon without raising too many questions. And with Hank Pym on the West Coast, Tony dealing with some international business, and Peter unable to make a day trip to the Jean Grey school in Rochester, that left Reed Richards as the only one Peter could trust to help him.

"It's no problem, Peter. Besides, the last thing you need is any of Otto's residual brain patterns trying to overtake yours." Reed said as Peter removed the device from his head, putting his Spider-Man mask back on. "I hope he didn't do too much damage to your personal life. Doctor Doom once attempted something similar, and we spent a month undoing the damage."

"Nah, he wasn't in there too long. I just told everyone that I had a project deadline coming up, and everyone seemed to buy it." Peter explained, and Reed nodded. "Speaking of which, I gotta go ahead and get back to Horizon. Max gave me a couple of days off after that whole Hobgoblin abduction thing, and it's about time I got back." He explained as he went over to a nearby window, which Reed was happy to open for him. "Tell the others I said hello!" And with that, Peter leapt out of the Baxter Building, swinging towards the docks where Horizon Labs was located.

'Hope that didn't seem too obvious that I left before Reed could ask me how I was doing. Truth is, I don't really have an answer for that.' Peter thought to himself as he swung through the city. 'I mean, I've had close calls before. Smythe, Osborn, Jackal, Carnage, Morlun...but this was different. I was able to come out ahead, but I almost didn't this time. If I hadn't been able to move the arms...I would've died. For good this time. And then there's Otto's promise…' Peter landed on a rooftop near Horizon Labs, where he had a bag stashed with his clothes. 'I don't even know where to begin with the mess there is with my life. Seems like no matter what, I can't help but screw everything up…' Peter finished in his head, as he walked into Horizon.

"Oh, Peter!" A voice greeted, and Peter looked to see Max Modell walking over to him.

"Hey, Max. You didn't have to welcome me back personally." Peter greeted, and Max raised an eyebrow.

"I'm just surprised to see you back here already. I thought your flight from Belgium wouldn't get in until tonight." Max said, and Peter winced to himself. That strange airfare charge on his bank statement suddenly made sense.

"Oh, I uh, cancelled it when I saw Doc Ock went after Jonah's family. Wanted to make sure Aunt May was alright, and since you had already given me the time off from the Hobgoblin thing…" Peter made up off the top of his head, and Max nodded.

"I understand completely." The Horizon founder replied. "I was just about to grab some lunch with a…" Max looked around, before leaning in close to Peter. "...with a potential candidate for a new think tank member." He whispered, and Peter's eyes widened.

"Whoa, seriously? So soon after the whole Morbius thing?" Peter asked, and Max nodded.

"As regrettable as the incident with Michael and Dr. Connors was, I believe it to be for the best that we move forward." Max whispered. "I've already said more than I should. I trust you won't tell anyone, will you?"

"Don't worry, Max. You know I can keep a secret." Peter reassured, referring to his side-job as Spider-Man's 'tech support.' Max nodded, and bid Peter farewell.

'Well, good to know Max doesn't seem too shaken after all that Hobgoblin stuff. I really owe him for bailing me out.' Peter thought, and headed to his lab. Making sure to seal the door behind him, he was greeted with a sight that Peter Parker never expected to see in his private lab: a meticulously organized workstation, that was squeaky clean. 'Well, guess there was an upside to Otto taking over my body for a couple days.' He thought, as he opened the tablet containing his 'Spider Portfolio.' However, Peter's eyes soon widened in shock as he realized he didn't recognize any of the designs he was looking at. 'Holy...Otto sure didn't waste any time. These designs, the detail...he must've been planning this for months.' Peter began going through the designs, amazed at how expansive they were. Costumes, gadgets, spider-bots… 'Ock sure had some good ideas. Though I don't think retractable talons are really my style. And controllable spider legs? Sure, they look cool, but they're way too difficult to manage. Plus, again, not my style.' Peter said to himself, stroking his chin. 'But still...a lot of these aren't half bad. I think I can make some of this work.' He thought on his promise to Otto, about how he would strive to be the man and hero he had the potential to be. Peter had been at a loss as to where he could even start...but this was as good a place as any.

Two Days Later

Peter stood in front of Otto Octavius's grave in the empty cemetery, taking a deep breath as he looked at the tombstone in his new costume. His trademark red and blue remained, though now it had a slightly metallic sheen to it. The spider logo had changed, now being a large black emblem that had the body on his chest and four black 'legs' on either side, with two legs going down either arm and the bottom four legs going down his chest to his legs. In addition to that, there was now a faint blue glow surrounding the emblem. He put on his mask, and once it connected to the rest of his costume, the eyes turned a similar shade of blue as a heads-up-display appeared on the other side of the eyepieces, displaying his webshooter levels. The eyes seemed to narrow and widen, behaving similar to a camera shutter. Spider-Man took a deep breathe...and leapt off the building.

'Otto Octavius is dead.' Spider-Man fired off a webline, using the momentum to swing himself forward. Letting go at just the right moment, he ran across the side of the building, jumping off at the corner and swinging to the other side of the building. 'He tried to survive, to live on in my body. But, like all his other plans, it failed, at the cost of his life. With his last breath, he made me promise him that I would be better. That I would be the man he thought I could be.' He let go when he reached the zenith of his swing, plummeting towards the street. He fired a webline at the last moment, using the momentum to swing himself higher than he had reached last time. 'I think I understand what he meant now. No more regrets. No more what if's or could have beens. No more failure. It won't be easy, but I have to try. I have to honor the wishes of my greatest enemy.' He landed on top of the Midtown Science Center, the same place where he had been bitten by the radioactive spider all those years ago. 'I need to be better. I need to be greater. I need to become...the Superior Spider-Man!"

AN: So that's it. We're back in business. For those curious, Peter's new suit in this is an overlay of the Spider-Armor Mark IV and the Velocity Suit from Mavel's Spider-Man.