In an abandon warehouse somewhere in queens, Otto is building his device. Opened crates from Japan, China, Russia, the UK and even North Korea are all piled up behind him, opened, and some were smashed.

"It took a few days, but I've done it" Otto said as walked away from the project. "After countless hours, I have rebuilt my master piece. Soon the world will know my power, and how great I am!"

"Funny, you're starting to sound like a Saturday morning cartoon villain" Spider-man said. Otto turned around and saw spider-man standing there, eating a hot dog.

"HOW DID YOU FIND ME?!"

"Simple: you suck at hiding. I was thinking, and thanks to my awesome mind (And a quick google search) I found out that you made several inventions in this warehouse before it was abandon. So I found you here"

"For someone so irritating, you're really smart"

"Thank you. Now I have to kick your butt and stop you from making that thingamajig that could probably destroy the entire state of new York"

"What makes you think that?" Otto said with a smirk.

"Because your last invention destroyed an entire building. And since this one's bigger it might-" Ben couldn't finish as one of Doc Ock's arms slammed him into a wall.

"Okay, when I first saw them, I thought they were freaking cool" Ben said as he got up. "But know that I know them, I want to smash them with a crowbar"

"Not very funny spider-man" Otto said as his arms tried to grab him. he jumped out of the way and luckily wasn't crushed by any of the falling debris.

"Wow, your already destroying most of the building!"

"SHUT. UP!" Otto said as he threw an empty crate at spider-man. He jumped out of the way and made the crate smash against the wall.

"One question: how the heck did you get this stuff so fast?" Spider-man asked as he jumped out of the way of anther box. "I mean, this stuff seems imported from Europe. And this happened to you three weeks ago! It should have taken a lot longer get here"

"Don't you have anyone else to piss off?"

"Not until my parents get home" ben sarcastically said. Otto started up the machine as his arm threw things at spider-man. The arms soon ran out of things to throw at him, and spider-man squatted down.

"You're too late spider-man" Dock Ock said as he turned around. "My nuclear device has started. Soon everyone shall know how great Otto Octavius is!"

"And the award for most super villain clichés in two sentences goes to Otto Octavius!" Ben said tauntingly. Is that a word? My spell check says so.

"You've mocked me for that last time bug!"

"If you really are that smart, then you should know that spiders aren't bugs, their arachnids. Along with scorpions, and the-"

"SHUT. UP!" Otto said as one of his arms grabbed spider-man's neck. "Now I shall end you!"

"Four"

"Huh?"

"Four clichés. I'm counting them now"

"You really piss me off" Otto said as another one of his arms had a blade shot out of it's claw.

"Wha? No way" Ben said in a very sarcastic tone. Ben dodged the blade and managed to get himself out of Otto's grip.

"I'm really getting a déjà vu moment here" Ben said, referring to the fight. Yeah, this was me noticing how similar this was to the fight from last chapter. Soon Ben noticed everything around him starting to move around him. Although, it seems like they were all moving like someone was using the force to pick them up. ben looked up and saw they were being sucked into the device. He then heard noises like a building being ripped apart. He turned around and bits of buildings getting sucked into the deivce, along with everything inside of them. Including people.

"My god, this is like revenger of the fallen" Ben said. if you don't know what I'm talking about, Transformers revenge of the fallen has one scene where in Egypt the Autobots encounter a combiner named devastator, who had the ability to suck up anything is it's path. That is what he's referring to. Now you know, and knowing is half the battle! G. ! Sorry, couldn't resist.

"Otto, you have to shut that device down!"

"Why?"

"If you don't, millions of people will die!" Spider-man said. "One"

"Listen, I am not going to shut off my greatest invention ever. There's nothing you can do to stop me!"

"five clichés" Spider-man said. He tried to smashing the machine with a crowbar but Otto grabbed him before he could.

"You runt. No matter how hard you try, you can't stop me"

"Six" Ben said right before he webbed Otto's glasses. Okay, I'm going to stop with that joke. He then webbed Otto's feet as Otto tried to get the webbing off.

"Okay how do I stop this thing?" Ben asked. He opened the key board and saw a bunch of circuitry, none of which he could figure how to sabotage. He saw a piece of debris fly by him, and he got an idea. He slings a web at the debris and he threw it at the device, smashing it. Soon the device started to self-destruct so ben did what he had too. He saved Otto from getting killed by freeing him from the webbing, and by taking him out of the building before it blew up.

"Are you alright Otto?" Ben asked. He saw Otto was passed out, so he assumed Otto passed out from all of the excitement. He pulled out his phone and dialed 911.

"Hello? I need the police to come by 123 main street, by the empire state building. I have a criminal I need them to arrest" ben said, trying to sound like Aquaman. Soon the cops came and were ready to arrest Otto. They pointed their guns and saw Otto webbed to the building with a note that read:

Your friendly neighborhood spider-man.

This made sheriff stone really mad.

"Are you okay sir?"

"Just get him in the car" Sherif Stone said.

okay guys, I recently came up with a new idea for the fanfic: More cartoon network characters! Like the powerpuff girls, totally spies, Jonny test, Generator Rex, ect. and I might introduce them as villains or other superheroes (Like if I want iron man to appear in one chapter) what do you think? and what shows would you like me to use?