Here is the next chapter. Enjoy!


Otto's metal arms flew towards Spider-Man, who managed to duck and weave past them, out of harms way.

"Hey, do you mind putting some clothes on?" Spider-Man quipped. He could no longer stand looking at Otto's nude body.

"Oh Spider, am I offending you that much?" Otto laughed. As he did do, another of his metal arms shot out, trying to catch Spider-Man off guard, but he was to slow for Spidey's senses.

"Just tell me one thing," Spider-Man said. "What did you mean by memory flashing New York?"

"Very clever Spider, distract me by telling you my plans. Very well, I will comply. I was out a couple of years ago, hunting Norman Osborn, ready to enact my revenge on him for the failed experiment that killed my wife and fused these arms to my body. All of my plans failed and were thwarted by your predecessor. I knew I needed to make myself superior, capable of destroying anyone who stood in my way. I devised a solution, in order for this to work, people had to forget about me as the 'evil' Doctor Octopus and remember me as an older man. I used large beacons around the city to send a memory altering frequency into the minds of everyone here, I rewrote my history. I then killed myself, but downloaded my consciousness onto my data systems before I fully expired. My 'grandson' would then take over the company and continue my plan for me, while I perfected everything and directed it all from my software self. When the time was right, I would use the experiment today to reform myself into a new, more powerful being. One that will take longer to age, is much more robust and youthful. I am capable of huge strength in my human body as well as through the arms."

"Still doesn't stop you from being nude," Spider-Man commented.

"I was getting to that part," Otto sneered. "Behold, I will complete the upgrade.

As he spoke, the floor around him began to bubble, it was like it was coming alive. This could only mean one thing, nanobots. Otto began to be covered in the tiny robots, as they completed his so called 'upgrade'. As they began to clear, Spider-Man could see the changes.

Otto's metal arms had become sleeker and more deadly looking. He was now dressed head to to toe in a skintight suit, that from a distance, could be mistaken for a Spider-Man suit. The mask, upper torso and shoulders where a grey couloir, whilst the arms, lower torso and legs were black. Sitting in the middle of his chest, was the outline of an octopus, green, with its legs wrapping around his front and meeting at the back, leaving green lines across the suit. The eyes of the mask, were very similar to the ones that Spider-Man himself had. The arm's band, no longer came across Otto's waist, but they remained on his back. The also had on both writs, a metal band, with green lights, that Spider-Man deduced could control any of Otto's tech, including the arms.

"I am the Superior Octopus," Otto declared, as he flexed his muscles, which were heavily defined in his new skintight apparel.

"Well that can't be good," Spider-Man muttered under his breath.

Octavius let out a yelp. He backed away from the two Lycra clad men. His life was a lie, a total and utter lie. He couldn't stay here, he had to escape. He raced over to the lab door and furiously tried to open it.

"I don't think so," Otto said, an arm shooting like lightning across the room and curling itself round Octavius. He was dragged backwards just as fast. "I still have a use for you, my 'grandson'"

"Let him go, Otto," Spider-Man said. "What possible use do you have for him now?"

"Oh Spider, I have told you too much already. You'll just have to wait and see."

With that, Otto thrust another arm towards Spider-Man, who was too slow to react and found himself being flung backwards and slammed into the wall, leaving a nice dent, plaster falling around him. Otto then proceeded to use his arms to climb the wall, dragging Octavius along with him, up to the windows at the top. Before he could smash through, Spider-Man managed to lift his right arm and from his wrist, shoot a small nano tracer, right at Octavius' face. Now he would know where he was going. Otto smashed through the glass and scuttled out of the building. Spider-Man was left alone.

He heaved himself up from where he had landed. Since gaining his powers, his body had become more resilient and resistant to pain, but the force that Otto had slammed into the wall, was enough to make him slightly unsteady on his feet. He limped over to the control panel of the fusion reactor, it had still been running this whole time. Pressing a few buttons, he killed the power and the reactor stopped. The lights in the room all went out, plunging the room into darkness, except for the few shards of light that came from the windows up above. Shooting a web up to the roof, Spider-Man made his way up to the window that Otto had left by and made his way back to the house.


Earlier...

"Brilliant. They should now be sending us live pictures. We will soon find out if we should be worried by OO Industries."

Harry pressed another button on the coffee table and sure enough, a bank of thumbnail videos sprung up, broadcasting live images from OO Industries. Harry began to flick through them, until he found one that was quite interesting. Placing his fingers around it, he lifted the hologram up from the table and threw it towards the large screens along the wall. The live video burst into life on the screens.

"Now that doesn't look good," he mused.

"Why?" Miles asked.

"See that?" Harry asked pointing at the reactor, "that I am guessing is Octavius' reactor, except there is something else. Something not quite right about it."

They watched as a series of people suddenly entered the room and began to move around the machine, setting it up. They saw Octavius himself activate the machine. That is when it all went wrong. The machine began to arc electricity out towards the people in the room.

Before Miles, Ben or Gwen had realised, Harry was stripping off his clothes, to reveal his Spidey suit beneath. Pulling his mask on he turned and said, "this is not right, I have to go and stop this."

"Do you need us?" Ben asked.

"No, you stay here and monitor the situation. If I need you, I will let you know."

With that, Harry raced upstairs and was soon swinging away towards OO Industries. What was Octavius doing? He had to know.

Harry arrived as scientists were running from the room. He slipped inside without anyone noticing. That was then when he saw the electricity die down around the arms and the newly formed body of Otto Octavius appear.


Back to the present...

Spider-Man landed back in the attic and moved inside, removing his mask as he did so. Harry moved slowly, the knock had really hit him hard. He began to limp downstairs, but was met with an out of breath Miles.

"Wait stop," Miles whispered.

"Why are you whispering?" Harry asked.

"We have company," he replied.

"Who?"

"You had better come and see, but not wearing that," Miles pointed to Harry's suit.

As they moved downstairs, Harry dived into his room to change back into his civilian clothes. He emerged a second later.

"Wait," he whispered. "How am I going to explain me being upstairs?"

"You have been on a business call in your room, dealing with Oscorp things."

"Good cover."

They both reached the bottom of the stairs and moved into the living room. Waiting there on the sofa was Liz Allen.

"Harry," she said, relief filling her voice.

"Liz?" he replied, "what are you doing here?"

"We have a problem."

Harry moved round the side of the sofa and saw what the problem was. Liz was holding one of Oscorp's new holographic tablets. Coming up from its surface was a 20 inch holographic image of Doctor Octopus, or as he now liked to be called, the Superior Octopus.

"Mister Osborn," the doctor mused, "so good to be finally acquainted with you. I thought it would be good to introduce myself. I am Doctor Otto Octavius, the owner of OO Industries."

"Hang on a minute, I thought you died," Harry said, playing the part of ignorant citizen. "What do you want?"

"Well as the owner of my biggest rival, I thought it would be fair to announce to you that my company will soon take over Oscorp, as we will take over the world. If you try and stand in my way, I will make you and all of your associates pay with your lives. Don't try and stop me."

"I will never let you take over my company and I will never let you hurt those around me either," Harry growled.

"So be it. I do however have a test to see how moral you really are."

Otto's metal arms fully came into view and with them, they carried Octavius.

"This is my 'grandson' Karl Octavius, named after my late uncle. If you get in my way, I will kill him. Will you let an innocent person be killed?"

"How do I know he isn't just like you? He is has your DNA. It doesn't matter whether he was fathered naturally, or grown in a lab, he carries your blood."

"Oh believe me, Karl here is just a puppet. He is nothing like me, just a carrier for my DNA. You tell Spider-Man to stay away from me."

"What makes you think I know Spider-Man?" Harry asked.

"I have been able to catch up with the news Mr Osborn. I know that the former Spider-Man was a good friend of yours, so it is likely that you would ally yourself with the new one. No doubt you even supply him with some of your Oscorp technology, he certainly seems more sophisticated that the last one."

"I will warn him," Harry said, "but I can't guarantee that he won't leave you alone. He is his own man, he doesn't have to listen to me."

"Indeed, but I will defeat him one day. You can be sure of that. And now I must go, I have things to be getting on with. Consider yourself warned Harry Osborn."

Before Harry could reply, the call cut and the hologram disappeared. Liz turned the tablet off and put it away in a bag by her feet.

"What are you going to do?" Liz asked. "You do have to stop him, Spider-Man can't sacrifice one man for a whole city."

"No I won't. I will do my best to save everyone. His clone deserves to live, but we will have to see if he takes after Doctor Octopus. Gwen, lets make sure we keep an eye on the underground chatter about him and see what moves he makes."

"On it," Gwen said, tapping away at her phone, setting up alerts and notifications.

"Ben, Miles, I think we need to step up our patrols near places that might be appealing to murderous megalomaniacs. Let's keep an eye on the docks and warehouses. He could be hiding out there."

"Will do," the pair said together. With a nod, they both moved off upstairs, stopping back their clothes to reveal their suits as they did so.

"Liz, Oscorp is under threat. If he is serious about taking us over, we need to monitor all of the communication coming in and out of the company. I wouldn't be surprised if he tried to put a spy into the company. Do you think you can keep an eye on Oscorp?"

"Of course, I would love to help you out. I can finally so something for you."

Liz got up to go.

"Oh by the way," Harry said, his voice dropping to a whisper so only Liz could hear, "I have looked more into where Mark is. My trail keeps going cold though, pun not intended. He seems to have gone underground since the Oscorp attack. I haven't come any closer to identifying the person who turned him into Molten Man. I am so sorry."

"That is alright, I know you have done your best. Thank you for helping me, you do t have to after all the damage he did. I still don't know why you kept me on after what I did to keep him a secret."

"Liz you are a friend, you did what you did to protect someone you love. Trust me, some in my family have done a lot worse to hide their secrets. We will find him and we will help him."

Liz gave Harry a hug.

"Well I had better get back to work, they'll be wondering where I have got to," Liz said as she drew back from Harry. She bent down and retrieved her bag. "I'll see you soon."

"Yes, see you soon."

"I'll let myself out."

With that, Liz left the room and Harry soon heard the front door shut behind her.

"Is she alright?" Gwen asked, coming back into the living room from the lab.

"Yes, I was just giving her an update on her brother. It wasn't that useful."

"At least you are trying. That is the important thing. Do you think Octavius had any part in it?"

"Which one?"

"Doc Ock?"

"I don't know. He seems to have been planning something big for some time. He might have orchestrated the attack on Oscorp. I would not be surprised."

"We need to keep vigilant then. Leave nothing to chance, we must protect the city from Doc Ock."

"The last time I saw him was the night I discovered Peter was Spider-Man. I won't let Peter down by letting Ock win."

Gwen could see the emotion building in her boyfriend's face and moved over to give him a hug.

"He won't win and do you know why?

"Why?" Harry asked.

"Because you are Spider-Man and you are the good guy. You also have to other superhero friends that will help you and me and Liz will do all we can to support you too. We are a team and we are a strong team."

Gwen pulled back slightly, a smile on her face.

"If you give in easily, then Ock will win. Keep the smile on your face and stay confident."

Harry had a smile come to his face.

"You are the best girlfriend in the world. You are my rock and strength."

"You are sweet. What do you want?" Gwen said, her tone changing slightly at the end.

"Nothing, just for you to never change."

"Oh, I can't guarantee that."

They both drew close again and shared a long kiss. The soon broke apart.

"Well, I had better go out on patrol, though I do feel really stiff still from that pounding Ock did earlier."

"I have just the thing for that," Gwen said, moving over to the lab.

She came back a second later holding a small pile of fabric.

"Here, put these on under your suit."

She gave Harry the pile. Harry pulled the fabric apart.

"They're compression tights," Gwen explained. "I have adapted them to help with your superhuman physic. They will ease the tension in your muscles and give you the support you need while your body heals. Your body does heal faster that us regular humans, but you did take a rather powerful hit and your body is probably taking longer to recover."

"You want me to wear tights?"

"Um dummy, you already wear a skin tight suit. How is that any different?"

"I dunno. I don't call them tights. Maybe that is what is putting me off."

"No one is going to know, they are just as skin tight. They won't be visible under your suit."

"Fine," Harry said begrudgingly.

He took the tights and went upstairs to get his suit from his room. As he pulled the tights on, he hated to admit it, Gwen was right. They were already helping to smooth his aching muscles. He pulled the Spidey suit on over top and again, Gwen was right. The tights could not be seen under, well the tights.

Harry sped out of his room and was soon swinging out into the city, keeping an eye out for Doc Ock and any of his tricks.


As the Spider-Team split up and began their preparations, Doc Ock was sat in his new lair watching a bank of monitors in front of him. They showed a variety of live video feeds from all around the city, from cameras Otto had placed there before he had died. It felt so good to finally be back in a flesh body. The time he had spent as a digital consciousness had enhanced his knowledge and learning, but there was something about a physical body that gave such freedom and power.

Ock had removed his mask which now sat on the table in front of him, the eyes staring back. Just like Spider-Man's, the eyes were reflective, meaning from the could not seen in, but from the inside you could see out. Right now, Otto could see his reflection in those eyes and what he saw pleased him. A younger, fresher and better built body that he had ever had before. No longer was he the smart, dorky doctor, with the flabby body who had become a powerful villain. Now he was the smart, dorky doctor, with the body cut from marble that was becoming the most powerful villain ever. Never before would he have dressed in a skin tight suit, but now he understood why the heroes did it. It showed the power of the body and the confidence in the wearer. He could see why the girls swooned when they saw the likes of Spider-Man and Captain America.

Oh how Otto wanted to be like them and gain that respect. Well no matter, with what he had planned, people would respect him, even if he had to force them too. Reaching forward, he picked up his mask and pulled it over his face. Now it was time to work.

"Watch out Spider-Man, I am coming to get you," Ock said, laughter filling his voice.