HELLO Guys! Me again! This is a somewhat a sequel to THE AMAZING SPIDER-MAN THE END, but it mostly goes as a prequel to the Superior Spider-Man, a New Beginning for long time foe of Spider-Man!

It's Kinda like Avenging Spider-Man #15.1 but different. There is a reason i put doc ocks name first in the title and put Spider-Mans name last. Because in THE AMAZING SPIDER-MAN THE END, it was peters ENDING after a long life as spider-man. This is doc ock becoming spider-man MENTALLY, as in accepting the responsibilities and learning from his past mistakes.

Peter Parkers Journey has ended, But Doc Ocks journey has JUST BEGUN!

Disclaimer: I do not own anything!

Spider-Man: A New Beginning!

DOC OCK: LONG LIVE SUPERIOR SPIDER-MAN!

Peter Parker... Spider-Man. This young buffoon.. this CHILD, has brought me many failures, many embarrassments, many beatings... he is my greatest foe. He is the only one worthy of Doctor Octopus.. until now.. this time.. I get to win. After years, i have finally beaten my long time foe... I took his life! His name! His body! I DEFEATED SPIDER-MAN!

Let us look back at a time where i was a less and much weaker man than i AM today... or much more the innocent little boy i WAS.

Years of brutal punishments brought on by my so called Father! PEH! I bet he looks as me now, knowing what i have done, realizing what his son has become is much more than him! My "father" is nothing! LESS Than nothing! I hope he sees that know, as he rots and burns in the hells under the ground that i stand on!

My mother was the exact opposite of him, in ever way, she was a angle. She was worried about me, she was hesitant to even let me go to school. But had she not let me go to school, i wouldn't have become the brilliant man i am today! But she wanted me to herself, and would do anything to keep me. But no matter what, there would always be some brainless brute waiting to beat me again, at home, at school... or in my own lab. And no matter what, no matter how much my mother loved me, she couldn't do a blasted thing about it.

As i grew older and went to college, i heard my father was killed in an accident. I went to the factory that he worked in, and i went to the exact area where my father was killed...and Thank'd the machine that had ended his life. Against my wishes, i went to his funeral. My mother wanted me there beside her, But i did not bury him, he didn't deserve my respect.. for i had none. I spat in his grave, I didn't speak for him, I refused anything that would give him ANY kind of peace. And believe me when i say... I'm HAPPY He is gone! In fact... there was almost one person that made me even happier...

Her name was Mary Alice Anders...and i was so much in love with her... i wanted nothing more than just to be with her. She was my partner, she was so smart and exotic! She was intelligent! She was able to keep up with me... or, i was able to keep up with HER. After years of dating, we wanted to marry each other.

But my mother did not give me her blessing, she promised not to see another man as long as i didn't see any other woman, because she was afraid that i'd forget about her, she wanted me all to herself... and so... Mary Alice and i.. went our separate ways.

But not more than a few days later do i find my mother with another man... after what i have given up for her... after all i have done for her. She goes around me, her own son.. and betrays me. I was furious... i was angry... and she never saw her "Little Otto" again. She died of a heart attack... and instead of leaving me happiness like my fathers death did.. it only left me with bitterness...

As the years past, i was getting better... i became more of a man, an intelligent man no doubt! I have made breakthroughs that, by gods rights, should have made the Atom bomb like like a mere firework! I have made inventions that surpass the likes of any other!.. but than... my life went to hell.

I had created 4 Metallic helper arms, so that i would be able to use these arms to do dangerous experiments and yet still stand in the safety zone, It earned me the name "Doctor Octopus", i name i despised so much. It was beyond demeaning! I would work alone as i could never be taken seriously but other "Scientists", who did nothing more than just create some kind of product for money, working with them it almost displeased me to be called a "Scientist,". I swore to make a breakthrough that would one day REVOLUTIONIZE the human life! And make everything else made in the past look like mere Trifles! But one experiment... i got cocky. I became overconfident in my work...

After my Cockiness cost me my life's work... and it blew up right in my face... quite literately. My arms, my Robot Arms, were fused with my spinal cord. They BECAME ME!.. I became, DOCTOR OCTOPUS! The Master Planner! All my plains for World Domination , they were unbeatable! Unstoppable! I was the ultimate human being, i needed no strength like the hulk, or armored suit like Iron Man, I only needed my MIND.

But... Spider-Man always found a way... ALWAYS! For many years.. I cursed the name "Spider-Man"... as the years past, I finally open'd up the truth of why i hated spider-man so much. I had to confined in someone... and that someone is the STUNNER! Dear god, she was amazing, she was beautiful, and yet so misunderstood... i had to tell her this...

Spider-Man... he reminded me of myself, of a time where i was happier, when Otto Octavious was a normal and respected scientist (more or less). Maybe the real reason i hated Spider-Man, was because in all truth, he was better than me in every way. And Doctor Octopus... was nothing but a mere shadow of my former self...

Stunner... she was also taken away from me... she's still in a coma to this very day... she hasn't been able to come out of it... it was time to move on. But than, not less than a year ago, i was told... moving on is now impossible!

Being beaten by Spider-Man, Hit over the head by daredevil, beaten to a pulp by Sandman... being KILLED by a damned demon, Kaine! It all came back to me... i was dying. That radiation was stopping my body from fully healing itself! I had only a year, my legacy was in danger... I wanted to leave this world, remembering Otto Octavious!

But even so... HE always beat me.. SPIDER-MAN... every attempt, even when I had the entire PLANTED in my dying hands! But no matter what, I was going to die. I was going to rot away and die. My legacy, was nothing... Doctor Octopus.. Otto Octavious.. was Nothing... I Was nothing!

...But.. i had one last Brilliant idea...

Spider-Man had been using my machines, that was his fatal mistake. He gave me complete access to his mind... and than i made his mind... MINE!

I, Otto Octavious... Am now.. PETER PARKER! I AM SPIDER-MAN!

Another door was opened to me, a new life!..but it was not open'd by me, or by the hand of god... but by Peter Parker himself.

He showed me... he was able to teach me, he made me live his life in a mear second.. as we were connected somehow... and his life flashed before our eyes. Peter Parker.. my greatest foe... gave me a chance to redeem myself... to put my genius into something worth wild instead of my own needs... my genius.. my powers.. my body.. it came with great power!

But with this Great Power Comes Great Responsibility.

I know this now... and i promised Parker i would protect this city... because i am no longer a villain, i am Spider-Man! And better yet, with this Unparalleled genius.. I will be a better spider-man than he EVER was! But in order to do that.. I have to be better than otto octavious... the man who failed.. the man who killed innocent people, the man who was INFERIOR To Spider-Man in every way... I have to SUPERIOR!

My days of losing and beatings are over! It is time for NEW conquests!

Doctor Octopus is dead... Long Live...

THE SUPERIOR SPIDER-MAN!

THE BEGINNING!

Well this is it for the TWO PART SPIDER-MAN TRIBUTE! Check out THE AMAZING SPIDER-MAN THE END on my Profile! READ AND REVIEW PLEASE, and also check out MARVEL NOWS SUPERIOR SPIDER-MAN! :D

Thank you for reading true believers! And as the series goes! MAKE MINE MARVEL!