Howdy! okay, maybe not that... uh... um... ah forget this! Welcome to the reboot you probably didn't really, kinda sorta, in the back of your mind, waited for! Amazing's Return from Superior, 2.0 edition! Now the reason this did not come out sooner was because I got into a car accident with my big sister and her and I were put on brain rest. Which means no tv, reading, writing, or video games... for two god dammed months. Excuse my language but it fucking sucked ass! but now i am back, and with the help of my Beta heroman45 we will climb the ranks of awesome fics! HAHAHA! probably. though check out my beta he's awesome! his fanfic Superhuman Fight Club is amazing! (hehe punny.)

Enough tom foolery! LET THE FIC COMMENCE!

Disclaimer: i own no rights to any of marvel's or disney's character(s), i only own the characters i created and the storyline from a certain point onward.


Doctor Otto Gunther Octavius awoke strapped down to a steel table. 'What? Where am I?'

"Encephalograph. Subatomic Analyzer." Captain America listed the medical devices as they were being used.

'Ah, right. I'm with the Avengers.'

"Aural Chromascope."

'And I am completely and utterly…'

"Xenomorphic detector."

'…Defeated. Again.'

[M][A][R][V][E][L]

"We have the results." The Star Spangled Soldier stated as he leaned on the metal table in front of him.

Behind Otto's body was the 'Ghost' of the body the ex-villain stole –the sole remaining shred of Peter Parker's conscious was ecstatic at the prospect of regaining his body. "Here it comes! Oh, I can't wait!"

"This is wrong! It's a complete violation of my-" The Superior Spider-Man ranted before Black Widow interrupted.

"Quiet! Proceed Captain."

Steve nodded towards Natasha. "All of our tests conclusively prove that, with no margin of error, that you, Spider-Man, are clearly… not a Skrull."

"What!? That's it!?" was the cry of the unseen and unheard Peter.

"Actually Cap I got someone on the way." Wolverine interjected as his glare still bore on the hero called the Heart of New York.

Jessica Drew, Spider-Woman, raised a questioning brow to the feral mutant, "Really? Who did you invite over here?"

"Psylocke." The Gruff Canadian stated.

Otto silently searched for a 'Psylocke' in Parker's mind, finding a memory of a beautiful girl with purple hair dying in Spider-Man's arms after a fight. The most intriguing piece of information about this woman was not her apparent resurrection, but instead her power set. 'A telepath! I must escape before they figure out I'm not Parker!'

"Why must I be subjugated to these infernal and frivolous tests!? I have rights!" The arrogant doctor raged as he cracked the steel table –that was made to withstand superhuman strength- with one slam of his fist. Black Widow narrowed her eyes at the once cheerful Avenger.

"Da. You have rights," the Russian began with a growl, "Which you have violated when you murdered a man." She pointed at him accusingly, "You should be in jail for that alone! And don't forget the dozens of overly violent assaults on thugs that you've racked up!" Natasha finished her rebuttal, surprising the Webhead immensely.

After the shock wore off Otto's eyes narrowed dangerously under his mask and Ghost Peter recognized the look in the ex-villain's eyes, "Oh no, don't go psycho crazy on me Otto!"

As the Ethereal Spider-Man tried his hardest to wrench control over his body, failing at each attempt, Dr. Octopus raged.

"Jail? Don't make me laugh!" Otto began his monologue as he stood up and leaned over the table to get into the Russian Spy's face, "how many murders do you have on you? Actually, how many people have you all consciously chose to slaughter for the 'Greater Good'? Probably more than even I could count," At this Widow, Spider-woman and Wolverine looked at each other, "What is my one kill compared to your lists' of murders!" The villain finished with a bellow.

'One?' Steve thought questionably. The First Avenger looked at the Webhead with an obvious scowl, because Steve knew that the Spider-Man he knew blamed himself for at least a dozen deaths. 'Something isn't adding up… where is Psylocke so we can figure out what's going on!?'

After his tantrum/rant Otto realized that he needed to scan for ways to exit stage left. His optic computer lenses searched the dimly lit room for exit points.

'One door, two air ducts, no windows and five Avengers… Great.' The megalomaniac body snatcher counted off with great annoyance.

As Doc Ock planned his escape route, someone knocked on the door of the interrogation room. Tony disengaged his glare on Spider-Man to answer the door. The entrance slid open to reveal the expected and beautiful form of Betsy Braddock, Psylocke.

"Hello." The purple-haired woman greeted as she strode into the dim room. Tony shrugged and followed the telepath after closing the door.

"Hey Betsy." Logan greeted the fellow mutant back.

"Logan, what did you want me for? You didn't explain it on the phone." Betsy tried her best to subdue the underlying tone of annoyance in her voice, but the feral heard it anyway and sighed.

"Ok, I get your annoyed but I need your help."

Psylocke looked at Wolverine for a few seconds before relenting, "Okay fine, what do you want me for?"

Logan jerked a thumb to the silent Spider-Man, "I need ya to look in his head, check if anything's not right."

Seeing that everyone was into the conversation, Otto took his chance to flee and made a desperation run for the closest air duct twenty feet away. Nobody could react fast enough to catch Parker's body as he approached his way of escape, but when the Superior Spider-Man was no more than two feet away from infamous freedom his body jerked and fell back like something pulled him. Looking back Otto saw his right hand had shot a web line to the wall and effectively stopped his break for freedom.

'Parker!?' The Doctor asked himself, unsure of what just happened.

"Not this time Otto, I'm getting my body back!" Ghost Peter shouted, though no one heard him. Steve snapped out of his shock and quickly pinned Spider-Man's arm down, aided by Logan and Thor holding the opposite arm and legs respectively. Black Widow pointed her stingers at the downed man with Spider-Woman backing her up with venom blasts.

"Psylocke do whatever you're going to do now!" Tony shouted at the Asian women, who quickly made her way to the web head's… well, uh, head.

Activating her powers a pink butterfly design framed Psylocke's face as her hands encircled Spider-man's temples. The telepath then dove into the spider enhanced man's head.

[M][A][R][V][E][L]

Psylocke opened her eyes to see a ghost town, completely uninhabited except for two men standing across from each other, with her in the crossroads between them. On the right was an untamed brown haired man with equally brown eyes, wearing a simple red t-shirt and blue jeans. Betsy saw his posture was angry, aggressive, and hateful, if the death glare and clenched fists were anything to go by. The other man -the one to her left- was a portly brown bowl cut haired man, but unlike the one to the right Betsy could not see his eyes, his attire was a green jumpsuit with a yellow collar, yellow gloves and yellow boots and four metal tentacles protruding from a metal belt on his waist. It was easy to recognize Doc Ock for the telepath –I mean who would forget the guy that almost roasted the planet, right?- but the other one she not know; so Psylocke decided to lay back and see how this played out, and help if needed.

"So you did survive, insect." Otto seethed towards

"Well Otto you know me; too amazing to die, too smart to live." Peter commented as he shrugged, irritating the doctor all the more.

Instead of adding fuel to the fire Otto sent a tentacle forward with deadly precision, aiming to take the Queens born man's head off. Peter predicted this and rolled out of the tentacle's path with complete ease. When the scientist stood up, his stare locked once more with the ex-villain.

Peter shouted at the doctor, "You can't beat me Otto! Not now, not ever!" Psylocke sensed the oncoming clash and started to move into the building adjacent to her. Kicking the door in she ran to the staircases and began to ascend to the roof.

On the ground below Otto's anger blew its lid and he launched all his tentacles randomly, all of which Peter somehow dodged without spider-sense. Peter saw the attacks coming at him so slowly, like time was moving slower and he faster. He felt like he had some unexplainable advantage; so slipping into a crouch to dodge another tendril he jumped on it and started using the four tentacles as springboards to dodge every attack. When he got close enough to the body snatcher, he soundly kicked him in the face.

"UGH!" Otto coughed out as he flew back, but before he could crash two his tentacles dug into the ground and the other two grabbed onto a lamppost and a delivery truck. Lifting the two objects from the ground the Doctor he threw them with a tenacious anger and gave a bellow, "DIE SPIDER-MAN!"

Peter easily dodged the lamppost but couldn't cut it with the delivery truck; he looked in horror at the descending vehicle as it covered the view of his body. Betsy gasped and was preparing to jump down and help until the truck started to shake.

"Geez, You sure have one heck of a pitching arm Doc, caught me by surprise." A familiar voice quipped as the truck was flown backwards down the barren street. Standing there was the Amazing Spider-Man, wearing his classic red and blue outfit.

"Hey Doc," the web slinger begun to quip as his left formed their signature devil horns, "If you wanted to lose weight so bad go to Jenny Craig, or Subway, you didn't need to steal a body to lose that extra… Fifty? Or was it a hundred pounds? You tell me." (A/N: that weight loss joke was not mine, I got it from another fanfic, so if the person who wrote that joke is reading this, I just want to say I'm sorry for using it without permission and it was just WAY too funny to not use, but maybe that's just me.)

(Dodge)

"DIE!"

(Dodge)(Dodge)(Dodge)(Dodge)

"Did someone pee in your cornflakes this morning?"

"GAHHHH!"

Dodging the multiple thrusts, swings, and attempted bashings Spider-Man shot some web on the villain's face to temporarily blind him long enough for the Wallcrawler's foot to introduce itself to Doc Ock's face. Hearing the crack of a breaking nose, Spider-Man flipped into a crouching battle stance, waiting for his opponent's counter strike.

Otto felt his nose. It didn't hurt like it should, or at all for that matter. Then he realized, he wasn't Otto Gunther Octavius, he was not even his villainous alter ego Doctor Octopus, he was…

"The Superior Spider-Man!" Otto roared as he ripped his face off to show the Spider-Man mask underneath, his body dissolved into a black and red Spider-Man suit that was somewhat menacing.

Betsy stood atop the small two-story diner watching in confusion; because of her distance she couldn't tell the Spider-Men apart. It wasn't until the fight had gone from the middle of the street to side of the wall of the diner that Betsy could finally start seeing the difference between the two, knowing the red and blue one was the real one as you cannot disguise your true self in your subconscious. The Assassin reached out with her telepathic abilities.

{Spider-Man?} Spidey heard in his head, lowing his guard in shock enough to receive a claw strike to the face.

{Huh? Who's there?} The arachnid themed hero questioned back to the voice in his head.

{Psylocke. Do you remember me?} The only answer she received was a mental grunt of affirmation, {Good. Now I have eliminated all advantages that Doctor Octopus would have against you-}

{Aw thanks! You know just how to make a guy happy!}

{-*Sigh* You're welcome. Now I need you to bring the Doctor to the roof of the building so I can erase his memory and subconscious presence.}

{Uh… can you speak in English please; I don't deal with Telepath stuff on a day-to-day basis…}

{Bring him up here so I can get rid of him, okay?}

{Okie dokey!}

'Great. How am I going to get to the roof? I'm all defense here!' Leaning backwards to dodge a snap kick Peter internally fumed and retaliated with a well-placed punch, sending the 'Superior' Spider-Man to the roof amazingly enough. 'Lucky!'

Landing on the roof the Amazing Spider-Man saw Otto impaled by Psylocke's psionic knives. Peter gaped, "What're you doing?!"

"Getting rid of him."

"You're killing him?!"

"Otto Octavius is already dead, you can't save him Spider-Man."

Peter could only watch in horror as the knife were twisted and ripped from Otto's back by Psylocke. When the Superior Spider-Man's body hit the ground Peter heard the ex-villain's last words.

"P-p-Par-pParker… you w-w-will r-rue this Day… I am the Superiiiiioooorrrrrr…" his head fell and his body shattered like glass and dematerialized.

After a minute Peter realized that Betsy was telling him that he had his body back and all the things Otto did would be erased from his conscious and memory, also that he would wake up soon. She left right after that. All that grief from Otto's 'death' was quickly replaced by happiness when he realized two things.

1. Otto wouldn't ruin his life anymore.

2. HE WAS GETTING HIS LIFE BACK!

The 28-year-old man smiled as a white light flashed over his vision.

[M][A][R][V][E][L]

Peter woke up on a frigid metal table surrounded by the various Avengers from earlier, the webslinger gave a light wave, "Hey guys, is this an intervention?"

[M][A][R][V][E][L]

(Insert ringtone: BURST THE GRAVITY – ALTIMA)

A phone rung on a bedside table at the crack of dawn, a hand soon reached for it and picked it up the phone on its last ring.

"~Hello, is this-~"

"Ughhhh… yeah you got Saber Sword, Jack Of All Trades Company… incorporated… trademark, man I gotta shorten that."

"~Good. I need your, uh, talents for a job I have in New York City.~"

"Dude, it's three am and you woke me up to give me a job down in the lower forty-eight? It better be good…"

"~How does five hundred grand sound to you?~"

The man talking on his phone fell off the bed at the large sum of money.

"F-F-F-Five hundred t-thousand DOLLARS! We're in."

"~Huh? Don't you want to know the job you're doing?~"

"Sure, why not."

The person talking to the man blinked at the somewhat uncaring tone that was said.

"~Okay then. I want you to take care of that damn 'Kingpin' and his 'Shadowland' once and for all!~"

"Yeah, yeah. All right then we'll catch a plane ride from Alaska to there tomorrow. Bye."

"~Wai-" click.

"GUYS! PACK YOUR CRAP WE'RE GOING TO NEW YORK CITY! WE GOT A JOB!"

The man screamed out his door down a long hallway.

"SHUT UP I'M TRYIN' TO SLEEP, YA ASSHAT!" One voice shouted back and angry grunts from the occupants agreed with the voice.

"it's a five hundred grand pay!" He retorted with a smile. Not even a minute after him saying this the voice spoke up again.

"…GET PACKED ALREADY YA BITCHES!"

The man just let out a sigh. He decided to order those tickets as his second in command yell at the other members to get packed.


Okay, well, please give me your thoughts, questions and advice/criticism in either a Review or a PM! also if anyone can guess what fix the weight joke came from i will be sure to mention you next time.

This is Thunder Tyrant 77 out, PEACE!