Disclaimer: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

Doc Ock's POV

Fools! How can they stop me if they cannot control each other's powers? I changed the rules! I run the game! I own everything! And now I got the former Spider-Man right where I wanted him! Surrounded by me and my fellow villains while in the pregnant woman's body, helpless and defenseless!

I did found the perfect body to put the mind of my arch enemy in, just to make sure that he doesn't fight back. Not even he can outsmart the true and superior intellect of Dr. Octopus, the new and improved Spider-Man. Former superhero now turned super villain!

We can kill him before he tries to undo the mind transfer, save the little kitty and the brat in the womb of the body of the baby's mother. Or should I say, the father!

I laughed at the former Spider-Man's expense. What can I say? I've always been such a naughty boy!

Spider-Man's POV

No way! No freakin' way! I'm surrounded helplessly by my arch enemies and I can't defend myself in my pregnant condition! This is just what I feared!

Looks like Doc Ock and I are really the Sherlock Holmes and Professor Moriarty of the 21 century!

Now how the hell can I undo the body switch and save Felicia? Doc Ock had stayed ahead of me so far and he planned everything there was to...plan. I just hope some miracle would happen for...

Lightning strikes in front of Spider-Man's enemies.

On second thought, it just happened.

The villains turned around, only to see the reversed Wolverine and Storm trying to adapt controlling each other's powers with Storm instructing Wolverine to control her weather powers.

"You? How can.." Doc Ock got cut off by Wolverine in Storm's body. And I'm glad that he did because Doc Ock really got me screwed up since the three way body switch. Hey, I already said that because I'm not going to say it twice! Unless if I need to or feel like doing it.

"Trust me, bub. I maybe trapped in Storm's body but I'm still the best there is at what I do. And what I do..." He hit the Rhino with a powerful lightning bolt, hurling him through the glass window of a fast food restaurant, where people got out of the way in time. "...is this." He stated with a smile on his face.

"Now focus throwing the tornado on that goblin while he's still on the glider, Logan! And stay calm while you are at it!" Ororo instructed him.

"On it, Ro! There's always a reason why I needed to learn to improve my leadership skills within the X-Men ranks! Maybe you oughta be a leader again since Cyke's the new Magneto!" Wolverine replied as he started to gather the winds to form a tornado.

Logan's an awesome fighter and a brawler in the superhero community but his role as X-Men leader, it really needs work. And when I said it needs work, I mean improvement.

"If it's possible, Logan. We had our differences in the past but I am willingly to repair our relationship." Storm was instrument on reconciling her relationship with ol' cunknucklehead.

"Since you put it that way, darlin, maybe I oughta repair that broken heart of yours." Wolverine flirted with her. It's weird seeing your own body flirted with you.

She smiled and replied "Perhaps we shall discuss this later. Right now we got bad guys to stop and the body switch to reverse!"

"Right!" Wolverine threw the tornado at Spidey's enemies and they all but the Hobgoblin moved out of the way.

After get caught by the tornado, the Hobgoblin fell on the truck.

"You'll pay for that you..." Hobgoblin snarled before Logan cut him off and gave him a warning about calling him names while he's trapped in Storm's body.

"Can me anything but call me a bitch and you're a deadman flyin'." And he means it!

The Rhino recovered from being by a tornado and now, he's mad. Fighting Rhino, unless you're superior to the guy, you gotta hit him with everything you got. Or else you're dead meat.

"Playtime's over! Now I'll gore ya'ze to Timbuktu!" Rhino threaten to pulverize everyone and everything in his path but he got shoulder block by Thor in Hulk's body, now carrying his hammer.

"How come you're carrying your hammer while your brain is in Hulk's body and Hulk doesn't with Hulk's brain inside your body?" Ok, Hulk is now complaining. Don't say that he's whining because he'll smash you for calling him a whiner. He got feelings too, you know?

"Simple, Hulk, being worthy of thy power is not on the outside, you must also be worthy from within." Thor explained, pointing his finger on the heartside his chest. And he really has a good point there.

"Blast! Why must I be surrounded by ignoramuses who conspire to stop me from ruling the world with my mind in Spider-Man's body? It's an outrage!" Oh, God. Now Doc Ock is being a crybaby.

"Hell, and I thought the brain swap of the Avengers'll give us an advantage over 'em!" Shocker followed. He got hit by a floating shield before the shield came back to Cap.

Captain America in the Black Widow's body, now carrying his shield stood and said "That may be true but being in someone else's body, you can't use it unless you know what the body is fully capable of. Knowing Black Widow, it goes like this."

Cap as Natasha ran as Shocker tries to blast him. But Cap used Natasha's body to front flip, backflip, cartwheel, duck and dodge those blasts. Black Widow may not be the fastest woman in the world but she can still be dangerous to those who stood in her way.

You put the mind of Captain America's mind in the Black Widow's body, you get a recipe for disaster.

"Let's see if I can gets these things to work." Cap attempted to use Natasha's bracelets by aiming them at Shocker. He shot the widow's bite from the left bracelet and Shocker lost consciousness.

"Wow! That works like a pro. Except for Natasha's breasts bouncing simutanously. I wonder if Sharon'll kiss me while I'm in..."

"With all due respect, Cap, but shouldn't we focus on getting our bodies back?" Black Widow in Cap's body reminded him while she was fighting the Chameleon who is taking the guise of Cap. No, not as Cap in Natasha's body! Just Cap's body, that's all!

"Yeah because there's no way I'm going out with Sharon with my mind trapped inside your body." Cap agreed.

"You're telling me." Natasha said and insisted. "Now I'm asking you to refrain from touching my boobs or doing weird things with my body."

"Sure. Why not? And I also want you to treat my body with respect. We do that and we'll be fine." Cap replied and requested that she does the same with his body.

"Agreed. Now let's take them down!"

"Way ahead of you!"

Hawkeye in Iron Man's body attempt to use the suit's jet pack from the boots but when he did, he ended up crashing backwards and landed on his head. That was totally painful to go through that.

"Clint, you idiot! If you do that again, I'm gonna pulverize you for dropping my body on my head!" Great, now Stark busted Clint's chops about what he did to Tony's body.

"Shut up, you douchebag! You try shooting a damn arrow at the sand guy!" Hawkeye argued back. This really is crazy day! That's it! From now on, no more watching bodyswap films! It's giving me a headache!

"Which I'm going to do right now. Thank you!" Stark in Clint's body attempted to shoot the arrow at the Sandman.

"I gotta warn ya, Stark! This one's gonna hurt!" Sandman warned him as he gathered every sand in the neighborhood.

Stark shot the arrow at the Sandman but the bow strings broke, the arrow flew sideways and exploded in front of him, causing him to crash on the driver side of the car and fall on his face.

"Wow! I stand corrected." Sandman stated.

"You're gonna pay for that, Stark!" Clint yelled.

"Just shut up and shoot him!" Tony shouted.

"Fine!" Clint attempted to fire repulsor rays from the iron gauntlet but when he did, it was the same result when he first tried to fly and failed miserably. But this time, he was unconscious.

"Clint, you idiot." Tony muttered, only to get punched in the face by a giant fist made of sand from the Sandman.

The Sandman with a smug look on his face, said "Heh, that was easy. Doc's one hell of a genius for pulling off the brain switch on Spider-Man and the Avengers. They finally got their asses handed to 'em!"

"Hey! I resent that remark! You try having big boobs, big booty and the Rhino sized belly! Not to mention that I'm trapped in Felicia's body!" Yeah, I said that again. Now my own body (with Doc Ock's mind in it) is choking me again.

"How many times must I shut you up, Spider-Man?" I got Doc Ock frustrated but I wasn't gonna let him get the better of me.

"Zero times, you body snatching creep!" I replied by punching my own body in the face and Doc Ock and I got into a fight. Now I have to be on my guard to protect Felicia's body and the baby inside her womb because Ock's got my body and my powers. Including my spider senses! Looks like I'll have to use my instincts and this body's intuition to get through this.

Doc Ock charged toward me and tried to punch me but I blocked and countered with a roundhouse kick, followed with a jumping tornado kick.

While Doc Ock and I traded blows to the face, I hit him with every blow to the body while I'm protecting the baby from miscarriage.

The Black Widow in Captain America's body and Chameleon, masquerading as her in Cap's image went back and forth until they stopped in front of Cap in Natasha's body who defeated the Shocker.

"Cap, it's me, Natasha!" The Natasha on the right exclaimed.

"No, I'm Natasha! That bitch is an imposter!" The other Natasha on the left countered with an insult.

"Who are you calling a bitch? I fight better than you!" The Natasha on the right retorted.

"Horseshit! I'm the real Black Widow!"

Cap found a way to settle this argument "Hold it! If I may, the real Black Widow speak in Russian please."

The Natasha on the right spoke "Cap, Vy seksual'nost'."

"Wait, I don't speak Russian. What the fuck does that means?" The Natasha on the left was baffled by that when "she" asked her.

"It means "You are sexy." Right, Cap?" The Natasha on the right answered and the Natasha on the left has been exposed as an imposter.

"Right." Cap smiled and punched the fake Natasha in the face, knocking "her" unconscious, the disguise disappeared and the Chameleon returned to normal.

"The real Black Widow I know speaks Russian in her own way. Too bad you don't, pal." Cap stated, putting his right hand on Natasha's body's hip.

"I could've handled it, myself but thank you anyway." Natasha gave Cap a nice gesture.

Cap gave her the thumbs up and replied "No problem."

Storm in Wolverine's body fought Mysterio until Mysterio used a device to create images of him surrounding her.

"Now my dear, Storm. Let's see if you can stop the amazing Mysterio by finding out which one is the real Mysterio."

"You really need to stop talking in riddles. In other words..." she paused to sniff out the Mysterios. "You are toast."

She popped the claws on her right hand and slashed across the Mysterio's chest from behind and all the Mysterios except the one Storm slashed disappeared.

"I am terribly sorry about that." Storm acted so coy.

Mysterio is fuming. "You'll be very sorry when I get throu..." Storm interrupted him by punching him in the face and then headbutted him, causing his pearl like mask to break and knocked him unconscious.

"...and that." Storm added.

The Rhino and Thor in Hulk's body fought back and forth until the combination of Hulk's gamma radiated strength and Thor's powerful hammer became Thor's undoing when he swung toward Rhino and missed.

Rhino took advantage of this and delivered hard jabs to the body. Hulk in Thor's body was charging toward Rhino for the save but Rhino pulled the groggy Thor and both titans of the Avengers collided until they crashed toward the building.

They lay on the floor lifelessly with the realization that they're out of their element in each other's bodies.

"Hulk...wants to be...Hulk again." Hulk painfully groaned.

"Aye, my friend. Me too." Thor agreed before they pass out.

Wolverine in Storm's body struggled zap the Hobgoblin with lightning bolts. Under Storm's instructions, he managed to concentrate on flying which was successful by calming his nerves. Something he always lacked of.

Hobgoblin toyed with him to the point where he was like "All right, I've had about enough of this shit!" and tackled the Hobgoblin off the glider.

They fell until the Hobgoblin crashed on the car and Logan in Ororo's body landed on his feet.

Hobgoblin painfully got off of the car and groaned "Is that all you got?" before Logan knocked him out with a huge wallop to the face.

Logan responded "Yeah. Ain't ya supposed to be, um, dangerous?" before joining Storm, Captain America and the Black Widow.

"Logan, my love, where's Hulk, Thor, Hawkeye and Stark?" Storm asked him.

"They must've got knocked the hell out when they tried to use each other's abilities. That must've what Octopus had intended us to do." Logan answered.

"Da. That explained why he put Spider-Man's mind in the Black Cat's body while he took Spider-Man's body as his own." Natasha added.

"Does that mean that..." Cap and the remaining avengers realized that Felicia Hardy is in Doc Ock's dying body.

"Oh, shit. We gotta help her and Spidey get back to normal before she dies." Logan exclaimed.

"Logan, you mean to tell me that the Black Cat in Dr. Octopus' body is going to die?" Ororo demanded.

"Only Otto Octavius' body is going to die. And Felicia will die in his body if we don't act immediately!" Cap stated only for the four to get slammed by the gigantic fist from the Sandman.

"Ain't gonna happen, chumps! We've waited our whole lives to get rid of that wall crawling piece of chickenshit!" Sandman told them as the reversed Wolverine, Storm, Captain America and the Black Widow lost consciousness.

"Which is why I'm going to take his place as Spider-Man to make sure that "Parker" will suffer this unfortunate fate!" Doc Ock exclaimed.

Spider-Man's POV

Shit! I knew I shouldn't got physical with Doc Ock in my pregnant state! The more I fight hard, the quicker I get tired! "Shutters" Being in a pregnant woman's body has taken it's toll on me and now I'm completely vulnerable.

Doc Ock in my body with an evil smile on my face, knew that this is what he intended to happen. That's why he put me in Felicia's body.

"How does it feel to be a very fragile egg that is going to crack into pieces? You have an omelet inside you and I am a few seconds away from cooking you." Great. Now he's stealing my quip again. I hate it when he use my very own quip against me.

"Stop stealing my schtick you...you...jerk! You're ruining my life!" He pissed me off to the point where I've had it with Ock's bullshit right up to here!

"Indeed, Parker. And it's only going to get worse. And I promise you..." he finished me off with a single punch to the face and I can feel Felicia's body falling to the ground.

"...that the worst has yet to come." He finished his sentence and maniacally laughed at me as my life flashed before my eyes.

Like Charlie Sheen, Dr. Octopus is winning. Great job Parker! You blew it...AGAIN!

To Be Continued.