Amazing Spider-man:

Broken Mind and Memories

A/N: This is my response to Superior Spider-man. It takes place sometime after issue 14 (so it should be considered an AU.)

May Parker-Jameson

"This just in!" The reporter said as May Parker-Jameson sat down on the couch, next to her husband, John Jameson Sr. "In a stunning turn of events,the streets of New York have been turned into a war-zone,after a team of Avengers tried to storm the newly-christened 'Spider-Island 2.'"

"Good," John said with a grunt, "It's about time someone did something about him." May didn't listen to her husband's words, instead focusing her eyes on the television, as images flashed across the scene.

"Not since the superhuman registration act have we seen this much violence between heroes," The reporter said as she sorted a series of papers. "The Arach-Nauts have set up a perimeter in an industrial plant. So far no casualties have been reported, but three police officers have been taken to hospital, and sources say Iron Man was shot out of the air by some sort of anti-aircraft weapon. We go live now to the scene with Johanna Katsberg. Johanna?"

"Thanks Kent," the on-scene reporter said as her hair billowed in the wind. Around her, May could see police, firefighters and paramedics bustling about. But she paid them no attention, instead searching for some sign of her nephew. She knew something had been wrong the last time he had come to visit, but she had never imagined things coming to this. "It is a true battle field out here. Aerial reconnaissance has show us that there are at least twenty Arach-Nauts armed with heavy firepower and-" She paused as the man she knew as Captain America strode past, bearing a grim expression marred by grime and blood.

"Captain!" the reporter shouted as she grabbed the man's shoulder, gaining his attention. "Captain! Can you give us an update on the situation? Is it true that you've been authorized to use lethal force?"

"I'm not sure how this is all going to turn out, mam." Captain America said as he turned to face the camera. "I've known and worked with Spider-man for a few years now, he's a good person, and I don't know why he would do this. But yes, the president has authorized lethal for-" SCH-CRACK! A violent explosion filled the air, causing the camera to shake, and May to grasp at her heart.

"May?" John said as he turned to face her head-on. "I'm sure Peter's nowhere near there. He's a sensible man." May paid no attention to her husband's words, keeping her attention on the television, watching the action play out before her.

"Mam, get back!" Captain America shouted as he pushed both the reporter and cameraman backwards as a second explosion filled the air. Two bodies, one bulky and male, the other slim and female with free-flowing short hair, both encased in red and yellow flew overhead, diving towards the plant. "Mam, it's not safe here, please go to the-" He was cut off by a loud smack, followed by a sonic boom that caused a large cloud of dust to be kicked up. "Captain Marvel!" he shouted as he sprinted towards the source of the dust, followed by the reporter and cameraman. Panning about, the camera caught sight of Captain Marvel climbing out of a crater.

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Carol Danvers/Captain Marvel

She grunted as she got to her feet, cursing herself for not seeing the rocket hurtling towards her seconds ago. She wiped dirt out of her eyes as she focused on the form of Captain America, who was holding out his hand. Behind him, a female reporter and a cameraman stood, watching her every move.

"Cap, there's no easy way of getting inside," she grunted as she brushed his hand away. "I say our best shot is a two-pronged attack, dividing their forces between the ground and air defence."

"Alright," Captain America said after a moment's hesitation. "Widow, Hawkeye, Wolverine. You're team one, and your objective are those anti-air teams. Iron Man, Falcon, you're team two, I want you to strafe any reinforcements, make sure team one doesn't get overwhelmed. Captain Marvel and I will go neutralize Spider-man directly."

"Cap there's no hole in their defence," Stark said over the team's inter-comm.

"We'll be going in via air-drop," Captain America replied before pulling the device out of his ear. "Clear the area!" he shouted, causing the reporter and her cameraman to retreat. He then turned towards Carol and said, "are you sure you can do this? With your hist-"

"The Spider-man who I knew didn't kill people," Carol replied sharply as she brushed dirt off her shoulder. "I'll do what is necessary, sir."

"Let's hope it doesn't come to that," Captain America said with a solemn expression as he readied his shield. "Ready?"

"Ready, sir," she replied as she grasped the veteran's waist and shot into the air, being sure to not go to fast so she didn't suffocate him. Within a second, they where over the centre of the plant. To her left, she could see a mob of action that was team one's engagement with the Arach-Nauts.

"Carol, watch-out!" Captain America shouted, but it was to late, something hit her from the side. It wasn't a missile like before. The force of the blow forced Captain America out of her hands and plummeting to the ground. She shot downwards, only to be hit by something else, like one of Iron Man's repulsor beams, only with more punch. The second blow sent her off-course, into and through a concrete wall.

Shaking her head as she removed herself from the wall's rubble, she cast her eyes upwards, towards her attacker. Wearing a suit of armour that was clearly using schematics stolen from Tony Stark, only with much more advanced weapons. She guessed that some of them posed a threat to even her, despite her enhanced durability. Although she couldn't see the face, there was no mistaking the black symbol etched on the chest-plate.

"I'm bringing you down, Spider-man!" she shouted as she prepared to body-check him.

"Captain Marvel. Formerly Ms Marvel. Civilian known as Carol Danvers, former air force pilot," Spider-man said as he raised his arm, which had a miniature rocket launcher attached to it. "Powers include flight, energy projection, absorption, super-strength and super-durability. Most likely attack is a strait charge at near-sonic speed."

"You've got all the answers," she snapped as she shot forwards. Cascading forward until she hit something hard that sent a bolt of electricity through her body. Once more, she hit the ground, this time feeling something snap in her arm as she hit dirt.

"Electromagnetic shield," Spider-man said as he hovered above her form. "You received a dosage that would be lethal to any normal human being. But it's done it's work, your body's system has gone into shock, thus removing your flight and strength."

"Spider-man!" Captain America shouted as he appeared to Carol's left. His uniform was tattered slightly, and a stream of blood ran down his cheek. "You are under arrest!" he shouted as he hurled his shield towards the menacing armoured figure. The vibranium metallic object bounced off the armour. In response, the armoured Spider-man fired a missile towards the Captain, who rolled to the side out of the way of the blast.

"Captain Steven Rodgers. Enlisted in the super-soldier program in world war two. Frozen in ice at the war's climax. Later revived by the Avengers. Co-leader of the Avengers," Spider-man said without mercy as he fired a beam of red energy towards Captain America. "Wields a shield made of vibranium. Most likely method of attack, throwing his shield. Suggested counter-attack," he said as he prepared what looked like a grenade launcher, "grenades while he is disarmed." A series of blasts rocked the area as grenade after grenade exploded, until a uni-beam struck Spider-man's back, revealing Iron Man.

"Stealing my tech?" Stark snorted as he and Spider-man began to circle on another. "Not the wisest of ideas, Spider-man. Activation code: disarm." Nothing happened, and Carol could picture this new Spider-man smiling under his helmet as he fired a series of rockets that impacted Stark's armour with clean hits.

"Security code: Superior," Spider-man said and almost immediately Stark fell out of the air as he lost all power, save his artificial heart. "You Avengers are an unchecked source of power. Someone needs to be your better. That's why I'm here, I'm the Superior Spider-man."

"I preferred 'Amazing,'" Carol snapped as she got to her feet, holding her fists in a fighting position. "At least he was funny."

"Charming," Spider-man shot back. "No wonder Pa...Charming to the last second," he said as he fired readied his grenade launcher, and she prepared to fire a blast of energy. She let loose, only to have him swerve to the side and return fire. "Carol watch-" she didn't catch the last part, as it was drowned out by the explosion. "SHUT UP!"

"Don't make me do this, Spider-man!" Carol said as she rolled to the side and fired a blast of energy towards her target. The blow struck his back, causing a small explosion. He fell to the ground, telling Carol that she had hit whatever gave him the ability to fly, turning the fight into a ground game. Captain America tackled him from the side, only to be blasted away.

"The Avengers are an obsolete concept," Spider-man spat as he got to his feet and turned his attention towards Carol, preparing to fire as he approached. "Your day is over," he said as he brought his foot down on her chest, preventing her chance of escape. His helmet retracted, revealing a warped version of his traditional mask. She grimaced as he raised his arms. One aimed at her, while the other moved as if it was trying to push it out of the way. "This ends now," was followed by a bright flash of light and a violent explosion.

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Otto Octavious/ Superior Spider-man.

This place was familiar to him. He had been there before. He was in the middle of New York, only it was devoid of life. With the exception of one lone figure. Peter Parker was staring him down.

"We've been here before, Parker," Otto sneered as he balled his hands into fists. "You lost. I won. I'm Spider-man now."

"I can't let you do this Otto," Parker replied casually. "You've taken things to far once again."

"Why?" Otto snapped as he began to pace, "because I put those tyrants in their place? I know you hate them as much as I do, Parker. Why are you trying to stop me?"

"You're right," Parker said with a tilt of his head, "I'm not happy with them right now. But they still stand for justice, which is more than you can say."

"Justice?" Otto growled, "crime is at an all-time low because of me! Because of the superior Spider-man!"

"Because you brutalized them so much that they're scared shit-less," Parker said as he stopped pacing. "And I'm gonna stop you."

"Hahaha," Otto snorted as he tensed his body, ready for a fight. "I beat you once. And I'll beat you again."

"We'll see," Parker replied before he launched himself forward, sending his body crashing into Otto's. Something drove into his stomach, sending him backwards. Undeterred, Otto smashed his fist into Parker's face, halting the man's attack. Otto followed his attack with a knee to Parker's stomach and chin.

"Yes Parker," Otto sneered as he struck Parker with his fist. "We'll see. We'll see that I am the Superior Spider-man. We'll see that I beat the Avengers, that I beat you. You can't hold a candle to what I've done with your body!"

"Nnngg-rrraaa!" Parker shouted as he struck Otto's kneecap hard. "This isn't about who's the better Spider-man, Otto!" Parker shouted as he kicked his face, "This isn't about crime rates, or how many criminals you've put in the ground, or intelligence. This is between us. Peter Parker versus Otto Octavious, for the right to this body."

"And I will not lose to you again!" Otto shouted as he charged forward, catching Parker off-guard and sending him to the ground. "I am, and always will be, better than you!"

"Then why am I still here?" Parker bitterly shot back as he kicked Otto off, "Why do you keep asking yourself 'what would Parker do'?"

"To survive that feeble prison of life that you built around yourself!" Otto shouted as he lashed out with a fist. "Do you even realize how much you confined yourself?"

"Do you know how much comfort they provided me?" Parker replied as he blocked Otto's strike and struck him in the stomach. "At least I had someone's shoulder to cry on when my girlfriend was killed. Who do you have? Your henchmen?"

"I don't need anyone!" Otto shouted, furious at his elusive enemy. "I never did, and I never will."

"And that's where you are wrong, Otto," Parker replied as he leaped overhead. "They aren't a weakness, they're a strength!" He said with a swift kick to Otto's stomach that sent him reeling backwards.

"What good was their strength?" Otto sneered with blood-caked lips. "It didn't do you any good when I took over."

"You made me betray their trust!" Parker shouted as he drove his fist into Otto's stomach. "You made them abandon me!" he said as he pounded his enemy's face into the psychic ground. "You destroyed my life!" What followed was utter blackness for Otto Octavious.

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Peter Parker

The first thing he saw was a grey ceiling. Then grey walls and a field of blue energy that was the door. He was in a cell, he knew that much. He could also feel bandages over most of his body. is...is it over? He thought as he sat up in the small cot. He could also tell that his left eye was bandaged over, as his vision was obscured.

"It is," he said to himself. "It's over. I..he's gone," he said as he made a motion to run his hand through his hair. But nothing happened. And one glance at his arm revealed why nothing was happening, why his right arm was responding to his commands, but not his left.

Only three inches of his left limb remained, covered with bandages, serving to match his stump with the entire left side of his body. Shaking, he brought his right hand up to the bandage covering his left eye, removing it.

Even with the bandage gone, the dark portion where he used to be able to see remained. Glancing over to the small mirror over the sink, he could see a bloody hole where his eye had been, which made his heart sink.

Even in death, Otto Octavious had marred Peter Parker beyond repair. He could never be Spider-man again.

A/N: Well? What do you think? Concrit reviews are appreciated. Please understand that I've got nothing against those of you who enjoy Superior Spider-man.