Disclaimer: I don't own Marvel

What's with the title change? You'll have to read to find out!

Superior Spider-man Vs Aeon: The Hunt

Chapter 10: Superior

A year had passed since the devastating battle between the Avengers and the Squadron Supreme. Deathblade had been stopped and America was on the verge of rebuilding, with a new President and a new mayor of New York.

"Thank you for coming people of New York, to celebrate the one year anniversary of the mad Deathblade's Hunt, we are presenting the key to the city to a very special hero, a true hero, one whom had assisted my office…I mean this city in more ways than one, crime is at an all time low and though some of you may question his methods I say he has done this city a great service. I am proud to present to you…SPIDER-MAN!"

Jonah looked to the rooftops, expecting to see the hero of the city emerge from whatever hiding place he had taken. Instead the journalists of New York were treated to something very different. Black and red spider robots crawled across the stage, stopping at the feet of Jonah Jameson.

"Forgive me Mr Mayor," a voice echoed from the robot's speakers. "But I'm afraid I'll have to have my Spider Drones pick up my prize, there is an incident across town I can not ignore, alas a hero's duty is never done," Spider-man explained.

He jumped over the several thugs, planting bombs of some kind onto their backs. When the bombs exploded the thugs were covered and trap by hardened webbing. Spider-man flipped and viciously kicked two gunmen before moving on to his primary target.

"DAMN YOU!" Tombstone yelled.

The albino threw his gun aside and ran at Spider-man. But the black over the blue wasn't the only new aspect of Spider-man's costume. Four spider arms stretched from his back and he used the mechanical arms to attack Tombstone, cutting his wrists and stabbing his shoulder.

"We're in way over our heads," Joystick muttered.

"Come on, you've beaten him in combat before," Boomerang said.

Boomerang threw his razor rangs whilst Joystick ran at Spider-man. He blocked her energy sticks with his mechanical arms and thrust his foot into her chest. She spat out a blob of blood and fell to the ground, gasping for air.

"You psycho, you could've killed her," Boomerang said.

"Who said I'm not going to?" Spider-man asked.

"GET AWAY FROM ME!" Boomerang threw his signature weapons.

Spider-man grabbed them with quick web shots and threw them back, cutting Boomerang's shoulders. He drew blades from his belt, only for Spider-man to land in front of him. Claws suddenly appeared on Spider-man's fingertips as he ripped off Boomerang's visor. The villain yelled in agony before the hero punched him in the chest. Spider-man bought Boomerang to the floor and punched him again and again, so hard that the villain didn't move.

"Let that be a lesson to you all, it's a brand new day and I will not tolerate your misdeeds anymore," Spider-man explained.

He left the wounded, near crippled villains for the police to pick up. As he swung across the streets cheers did not welcome Spider-man, but his spider drones were ever watchful, reporting a number of crimes on his way home. He webbed a pickpocket onto a lamppost and looked down at the boy.

"Such a waste, I'm sure there is a bright young lad in there, you could've done something amazing boy, but instead you've squandered your potential," the hero explained before he swung away.

"Oookay, usually he hits me with a wisecrack," the thief muttered.

But before Spider-man went on his way home, his secret identity of Peter Parker had to go into work. As the new head of Horizon labs Peter had a lot of new responsibilities, not just to the city but the country. He walked through the corridors of the labs, wearing a lab coat, something no other scientist at the lab had done before. Peter had reorganised the relaxed, almost social club style of the lab into something more professional and in his eyes efficient.

"Director Parker you'll have to reconsider this new proposal!"

Peter grit his teeth together, he would face constant criticism and doubt from Max Modell, the former head of Horizon labs. He kept Max around because he was a very good scientist, but the fat moralistic fool was beginning to outlive his usefulness.

"This new camera system you're proposing, it's a breach of privacy Peter," Max explained.

"What have I told you to always call me Max?" Peter asked.

"Director Parker, I'm sorry I know your inventions over the past year have really helped law enforcement but this idea to mass produce Spider-man's drones so they can watch every home is just too much, it is a severe breach of the human right to privacy, I know you're aiming to give police a heads up on possible cases of abuse or murder but alls that really requires is a decent human being to pick up their phone and tell the police that there's something wrong with their neighbour!"

"Too naïve Modell, Deathblade taught us that there is no such thing as a decent human being," Peter sighed as he moved on.

"I for one agree with Director Parker's plan Max!"

Peter smiled as his business partner walked around the corner. Michael Morbius flipped over the papers he had been given, a smile crossing his handsome face.

"You would agree with anything Peter says Michael," Max sighed.

"Quite rightly, if not for Peter I would still be a living vampire," Michael said.

"So we are in agreement, we can start mass production tomorrow, now I wanted you all to read my latest idea for Horizon labs new project, one that will not just aid America, but perhaps the whole world," Peter explained, drawing a blue print from his coat.

Max read over the blue print and even Michael was shocked by the daring idea. Fusion was a very unpredictable source of power, and even with Peter perfecting the equipment the deceased Otto Octavius used there were still considerable risks to consider. But before they could protest their employer disappeared. Seconds later Spider-man was swinging away from Horizon labs, finally taking a stop at his new home. With his pay rise at the lab Peter was able to afford a penthouse suite for his family. He dressed into a fine suit for the evening and walked across the fine marble floor.

"Peter, May your father's home," Mary Jane smiled as Peter kissed her neck. "Oh Tony called, he was wondering if Professor Parker could come to his office tomorrow, he wanted to discuss a joint venture between Stark Resilient and Horizon Labs, he thought you could provide some input on his repulsor powered cars," his wife explained.

"That's too bad, Horizon labs are already exploring the possibility of fusion power."

Mary Jane sighed as she stepped away from the kitchen counter.

"Peter, I think Tony has the right idea, starting small might be the best thing," she said.

"You're a night club owner Mary, this is an issue of science," Peter huffed.

Mary Jane frowned before throwing her apron aside.

"Mary…"

"No don't Peter, you haven't been the same since last year, I know the Avengers already checked you out, I know losing Sarah was a real burden to you, but I expected her lover to kill Osborn not you," Mary Jane explained.

"Norman Osborn has been a blight on our family since we were in high school, he nearly destroyed the world by putting himself in a position of power he didn't deserve," Peter stated.

"Well I'd say you're on the same path Peter," MJ huffed.

"What!"

"Harry never spoke to his father, and now our little May is becoming a scientist of her own, she showed me some amazing equations today, I had to look them up on the internet and they were completely right, what does it say about a man when his daughter cant talk to him about the things they used to be able to talk freely about?"

Peter ignored Mary Jane's rant and began walking up to Mayday's bedroom. He tapped the door and opened it, looking to see Mayday working at her desk. She wasn't working on a science project like her mother said; she was working on a drawing. Peter looked over her shoulder and caught a glimpse of a crude drawing of himself in his old costume, swinging with three Scarlet Spiders, one of whom wore a rather dark red and black costume, he also saw another Spider-man, or a spider boy in a primarily black costume with red webbing designs. May had just finished drawing a Spider-girl when Peter saw the title of the drawing.

"Our happy family," Peter read.

He moved his hand to touch May's shoulder, but the girl shoved it aside.

"Mayday, please talk to me," Peter said.

She whispered something, and practically buried her face in her drawing.

"What did you say Mayday?" he asked.

"I said…YOU ARE NOT MY FATHER!"

Peter widened his eyes as Mayday turned, glaring at the man who wasn't her father.

"Because she's quite right, you are not her father!"

Peter turned, gasping at the red haired man standing with his arms crossed in the kitchen.

"Who the hell are you?" Peter asked. "GET OUT OF MY HOUSE!"

He leapt at the man, but widened his eyes as the man elbowed him in the face. The intruder grabbed his neck and threw him out of the window. Peter yelled as he fell towards the ground, without his web shooters he was done for. He slammed into the ground, which had suddenly shifted into water, the kind seen in a sewer. Peter stood up and looked at his surroundings in confusion. The city became a desolate place, his spider drone disappeared and even his own form changed. His cheeks and chest grew fatter, his hair shaped into a bowl cut and his dirtied suit was replaced with a prison jumpsuit.

"Now that's a fitting look for you," the intruder said as he suddenly appeared before Peter's eyes.

Peter clutched his eyes as a pair of wide rimmed sunglasses covered them. He glared and yelled at the intruder, for his secret had been discovered.

"WHAT HAVE YOU DONE!" Otto Octavius yelled at the young man.

"This isn't the real world Otto, this is a prediction created by the spirit world, a final test of sorts for you before you reach heaven, if that's where you're destined to go," he explained. "You couldn't fool them, his family, maybe if Peter hadn't married Mary Jane, thus preventing the existence of May then you probably would have been able to fool everybody, especially with how stuck up everybody is about pooling resources and working together. But even then eventually someone would have figured you out," the young man elaborated as people began to appear around Otto.

"Like a forensic scientist who knows science," Carlie said.

"Or the best friend who was in the perfect position to see just how much he had changed," Harry said.

Otto glared at them and his form suddenly changed again. His eight mechanical arms burst out of his back and his prison jump suit turned into his green and orange suit.

"Don't be so ridiculous, I would have been Spider-man, the perfect Spider-man," Dr Octopus growled as he stampeded towards the unknown man.

Suddenly, grey and red armoured plates appeared around the young man. When the plated formed his helmet his eyes glowed before he blocked the strikes of Otto's mechanical arms.

"I am Aeon!"

"So what? You're still not going to stop me," Otto thrust his arms at Aeon.

The armoured hero began dodging the tentacles, moving his head and sidestepping each blow. One tentacle caught his head and lifted him off the ground. Otto yelled as he slammed Aeon into a wall. He climbed up the building, glaring as he bound Aeon's arms to the wall.

"Yes I know you now, from Peter's memories, this isn't spirit realm, this is his mind isn't it? You sneaky little hero, you're using my equipment to interface with us aren't you?" Otto asked.

Aeon suddenly slammed his feet into Otto's chest, throwing the villain back. He jumped, dodging Otto's arms and punching him across the face. They crashed through the building opposite and rolled onto their feet. Otto thrust his arms at Aeon, striking his face and cutting open his chest plate, energy poured out of Aeon's torso as he jumped back.

"You're the one trying to stop Deathblade, tell me, why stop me? If you're all for redemption then why keep me from mine?"

"Redemption, is that what you call this?" Aeon asked.

The ground shook and Otto widened his eyes as the doors around him opened. He found himself looking at different versions of Peter, his younger self in his classic costume, himself in his silver armour, his black costume, his iron spider self, himself in a noir style costume and the Big Time stealth suit.

"What's this about you trying to take over our body?" the young Peter asked.

"This guys in for some real pain," black suited Spider-man growled.

The armoured Spider-man fired a web at Otto's face and pulled him into the iron spider's fist. Black suited Spider-man then produced a tentacle from his wrist and slammed Otto against the ground. Both the Spider-man and the Big Time spider kicked Otto onto the glass of the window. Noir Spider-man then moved towards Otto.

"I really hate this guy for some reason," he snarled.

In a show of brutal and almost video game style animation, Noir Spider-man punched Otto's face repeatedly, again and again from various angles. He then delivered a final punch to Otto's chest, pushing him straight through the window.

"Yeah, nice hit," the Spider-men started praising one another, giving each other high fives.

Aeon ran out of the building at super speed, leaving a trail of energy behind him. The doors of the buildings slowly opened, revealing the loved ones of Peter Parker, not Otto Octavius but the real Spider-man. Otto coughed out blobs of blood as he rose from the water.

"Damn it, there isn't much time left, I need this Aeon, I need this to survive…to change my life," Otto explained.

"You cant, you are going to die Otto, that much can't be changed even by my connection with the spirit world," Aeon said.

"But I need redemption!"

Otto widened his eyes slightly as the loved ones of Peter Parker began to crowd around him.

"And that's the best redemption you could think of Octavius?" Jameson asked.

"Stealing another person's life," said Norah.

"Deceiving his loved ones," Sarah said.

"Ruining his legacy!" Kaine growled.

"Changing what his name should stand for into what you think it should stand for," Patrick said.

"I can't believe I ever wanted to marry you," Aunt May huffed.

Otto shook his head before stretching out his tentacles. He knocked down each projection one after another.

"ENOUGH! PETER PARKER SQUANDERS HIS LIFE! He has the potential to be so much more, to be the smartest, to make the city a safer place, to satisfy his family even more than what he does. What will Parker do if I don't take his body, continue working for a dead end paper? Continue allowing his villains to go through the revolving door system?" his voice grew hysterical as his tentacles fell apart. "I would not waste it, I WOULD USE ALL OF MY INTELLECT AND ALL OF HIS STRENGTH! YOU SAW WHAT MIGHT HAPPEN! THE PEOPLE WOULD LOVE ME AS SPIDER-MAN AND THAT'S I WHAT I WILL BE!"

He ripped at his skin, revealing the red and black suit of his version of Spider-man.

"I AM THE SUPERIOR SPIDER-MAN!" he roared.

He pounced on Aeon, punching him across the face. Then he wrapped his webbing around Aeon's neck and threw the line over a lamppost. Pulling on the line, the Superior Spider-man began to choke the armoured hero.

"You are so full of shit," Aeon snarled.

"Really, then why is the possibility presented showing me as a far better Spider-man?" Otto asked.

"Superior Spider-man? What…a load… of BULLSHIT!"

Otto's webbing suddenly decayed and Aeon swung around, punching him straight in the eye. He blocked Otto's counter punches and delivered a series of punches to his face.

"On your last days you spend them not forming an idea to change the world," he kicked Otto in the chest, pushing him back. "But on one last plan, one last grand scheme for your own survival and profit," Aeon blocked two punches and countered with an elbow, "You don't think that you're committing but you are, your taking a son away from his mother, a husband away from his wife, a father away from his daughter," he jumped and kicked Otto twice in the chest, sending him sliding across the floor. "At least Deathblade isn't motivated by selfishness, he actually believes that he'll claim justice and he doesn't intend on living at the end of it…your life just goes on and on, continuing to live a lie, pretending to be someone you're not!"

"I am him, I will be him, in both memory and body, but I will be better, SUPERIOR!" Otto yelled as his spider legs burst out of his back.

He slashed at Aeon, grinding off pieces of his armour. But Aeon quickly countered with his own punches and then head butted Otto on the nose.

"But the core of your soul is still going to be dirtied by the fact that you did this for yourself, that you weren't motivated by what was right for other people but for you. You can wear the costume, wear his skin even and call yourself Amazing, Ultimate, Spectacular or Superior but at the core of your soul…"

Aeon paused as the different versions of Spider-man began to appear around him. Other versions of Spider-man, if every costume or form to date including his Identity Crisis costumes appeared on the rooftops of the city as it slowly began to rebuild itself. The Superior Spider-man looked up at these versions of his foe and gasped in horror, his mechanical legs began to fade away. Noir stepped in front of Aeon and spoke in a voice that wasn't his own.

"You'll still have forgotten that with great power comes responsibility, not just to yourself but to all others," Ben Parker said. "You already had the moral obligation to go out and do those amazing things you spoke of, but you only had the one life to do it Otto, you had no right to take another's body and do those things!"

The different Spider-men glowed and they gradually began to merge with Aeon. His armoured repaired itself, forming a black spider pattern on his chest with the classic colour scheme replacing his grey and red. Otto clutched his ears and he was suddenly a child again, looking up at his father.

"At the core of your soul Otto you'll still be that pathetic sack of meat who couldn't move past the abuse of his father," he said.

Otto grew and his tentacles and classic green and orange costume returned. He widened his eyes, looking up at the form of Spider-Aeon as he flew into the air.

"At the end of the day, you'll still be that loser who crawled out of the rubble of his failures to get his ass kicked by a fifteen year old!"

"GET READY OTTO!"

Octavius turned around and yelled as Spider-man, the real Spider-man flew towards him. Spider-man rushed through his old foe and with every punch and kick webbing wrapped around the overweight man, binding his arms, legs and tentacles.

"MAXIMUM SPIDER! You like that Otto?" Spider-man jumped into the air again.

He fired a web at Spider-Aeon, enveloping him in a cocoon. Then Peter slipped in midair, spinning again and again before launching the cocoon towards Dr Octopus. Inside the cocoon, Spider-Aeon threw his foot forward and kicked Dr Octopus with the force of a missile. The villain yelled in agony as spiritual energy engulfed his form, sending him crashing down towards the ground.

"And there's the winning pick," Spider-man chuckled, adding insult to injury by taking a picture of Otto's shocked expression.

Otto Octavius opened his eyes and looked at his surroundings in shock. He was still inside prison, his instruments had been ruined and Aeon stood over him in his natural form. Otto shed a few tears, he had failed to take a more youthful body.

"Why didn't you just kill me?" Otto asked.

"Don't be so melodramatic, you've still got some life left in you," Aeon said.

"I could take Parker's body, and I would succeed," Otto growled.

"Yeah you probably could, except I'll be watching Spider-man to see if he's out of character, and in just in case I don't survive the coming battle I'll tell my apprentices and they'll keep an eye out and then if you have done it we'll catch you, tell the Avengers exactly what happened and you'll become a lab rat till they figure out how you did it and how they can reverse it," Aeon explained, bringing his face closer to Otto's. "Or alternatively, you could use what little you've got left in you to help someone else for a change, you could use your own power responsibly for a change, you could claim redemption!"

Aeon turned to leave, letting Otto cough some of his blood out.

"But what can I do?" he asked weakly.

"Don't know, its your life, so long as it doesn't taking another I'm fine with whatever you do, pass an idea on to Stark about fusion power, use some of those octo-bots to help the police, hell crawl to a church and pray for forgiveness for all I care, whatever it is do it for the right reasons!"

"Wait, was I really in Peter's mind, or was that the spirit realm you spoke of, was that really Ben Parker who spoke out or just a memory of him?" Otto asked.

"It doesn't matter, the words still apply, take responsibility for your life Otto and then live it!"

Otto used his tentacles to weakly stand, whilst Aeon began running through the corridors of the prison.

"Thank you, Ben Parker, I don't think I would have been able to do it without you!" the young hero whispered.

Otto looked at one of his junked Otto bots, within his minds eye he could see the Spider Slayer flying away with Mayday Parker. Thus the gears of the scientists mind began to turn, forging another master plan, his final plan!

Next Chapter 11: Goblins against Spiders

This chapter was very satisfying for me to write, but will Otto continue his plans? Well you'll have to read to find out, next time its the Spider-man family versus the goblins, whilst Kyle struggles for his life.