NOTE: I've decided to make a controversial change... I'm going to include Web-Shooters rather than organic. I know, lame of me to go back on, but that's that. In the near future, I'll be changing some of this to accommodate. From now on... The webs are Peter's creation and he has the shooters. This'll call for some tweaking in my Avengers fic with the Future Foundation, but whatever. Thinking about it lately... The Web Shooters are one of the most important aspects of the character, and need to be part of this world. I have to give them back to Peter.

COVER - Iron Man hovering in front of an OsCorp sign.

ZeroBen's Amazing Spider-Man

"ARMS"

Part II

"And what is it that brings billionaire Tony Stark so far from his home in Malibu? Well... What he calls the... Humanitarian in him. Tony Stark has gone on record in supporting Norman Osborn as he struggles with recent woes. Mr. Stark says that he too has seen his share of potentially career-threatening times, and would like to extend a helping hand. How will Norman Osborn accept this helping hand? Only time will tell."

A thick scowl upon his face, Norman sneered at the monitor in front of him. How dare that conceited little bastard think he could swoop in and save the day? The only one that would be saving Norman Osborn - If he even needed it - would be himself. Not Tony Stark, not Spider-Man, not SHIELD. Not anyone!

'Tsk tsk tsk, poor Norman Osborn. So helpless. So fragile. So utterly disappointing.'

"I told you to leave me alone!" Norman snapped his head around, glaring into a mirror, "I don't want you here anymore!"

'As if I would listen to someone like you. Someone losing power as if it were a leaking pipe,' in Norman's mind, the voice was coming from the mirror, though the reflection was his own and doing nothing unless he did, 'Just my rotten luck; Being stuck in the body of a failure!'

"You listen to me," Norman demanded in a quivering whisper, trying to show bravery, "You do as I say and you leave at once."

'Hmmmmm... How about... No?'

"Damn it," Norman growled, throwing a book at the mirror, "LEAVE ME ALONE!"

As the broken pieces of glass seemed to slowly fall to the carpeted floor, an image appeared in them. It was the image of a green-skinned creature with big yellow eyes and a twisted and toothy green. And when the voice returned, it sounded as though it were coming from each piece of glass separately...

'Awww... Look, at you, Norman. Broken. You know... Like the relationship you have with your son! Hahahahahahahahahahahaha!'

"STOP IT!" Norman shouted, breaking out in a full sweat, stomping violently on the broken pieces of glass as the voice that haunted him kept laughing more and more with each ounce of energy the man put forth to try and silence it, "STOP!"

'Hehehehehehehehehehehehahaha hahahahahahahahahohohohohoho hehehehehehehahahahahahahahe hehehaha!'

"You maniac," Norman sobbed pitifully, slumping down to the floor, head in his hands, "Just leave me alone."

:::Parker Household:::

Sleep was impossible tonight.

Peter Parker tossed and turned in his bed, trying as many positions as he could think of. He tried a warm glass of milk, and even counting sheep as they hopped over a wooden fence in his mind's eye. No dice. There was just too much turbulence inside of Peter's thoughts for him to rest comfortably enough to fall asleep. Too much to think about. There was the chest in the attic, Otto Octavius, Doctor Connors, School, Oscorp, Gwen. Too much.

Sprawled out, he stared up into the dark ceiling over his head, wishing the whispering wind outside of his window was enough to soothe him into sleeping. His gaze traveled from the ceiling to that window. Beyond it was Mary Jane's window. Undoubtedly, a sleeping Mary Jane at the moment. Harry was probably sleeping too. Heck, even Rhino and the friggin' Vulture were probably asleep as well. In fact, it would be a safe bet to say that Peter felt like he was the only person awake at the moment.

Peter sat up in bed, brown hair a mess, eyes tired, lips dry. Laying down was useless right now. And, as was the case when he was restless at night, the most logical remedy was going outside to get a little exercise...

As Spider-Man!

:::Meanwhile:::

Various pictures and clippings decorated the wall in cluttered fashion. Them all pertaining to both Peter Parker and the new superhero he had been photographing on a routine basis.

This wall was inside of a smaller-sized apartment. One belonging to the individual J. Jonah Jameson had called for to follow Peter Parker around. Mac Gargan. A detective of the private variety. Mac sat hunched over in a chair, intently staring at the photographs that he had taken. Peter Parker and Spider-Man... What was the connection? How did Peter always seem to know where the superhero was going to be? How was he able to snap such incredible pictures? There had to be some form of communication between the two. It just had to be more than the Parker kid stalking for photo ops.

Initially, Gargan was hired by J. Jonah Jameson to give Spider-Man a reason to make more appearances. However, the plan was quickly nixed. Mac Gargan was an honest man. Yeah... His means may have had to be overly justified from time to time, but he never broke the law, and wouldn't start now. That Jameson thought otherwise was downright rude. Yet, that didn't stop the private detective from accepting the job to follow Peter Parker and Spider-Man.

"What's the link between you two?" Gargan asked aloud, still staring at the materials on the wall, "How well do you know each other? How long? And... Does Peter Parker know who Spider-Man really is?"

:::Watson Household:::

A soft knocking at the window woke her up. Didn't matter, because morning had come and she would have to get out of bed soon, anyway.

Instantly, she knew who it was. How couldn't she? Mary Jane opened the window, finding Peter stuck to the side, some kind of packed folder in his right hand. Before she could ask, the boy was inside her bedroom, a smirk on his face for the little stunt he had just pulled.

"Peter," MJ nearly laughed, "What if someone saw you? The stairs would've been smarter."

He shrugged, "No one saw, and stairs are criminally overrated."

"If you say so," Mary Jane said then looked at the folder, eyes still a bit sleepy, "What's that?"

Deep breath from Peter, "Something for you to hold onto," he handed it over and she took it, though he stopped her when she started to open it up, "Let's not rush things."

"Okay... I'm... Confused."

One more deep breath, followed by hands in his pockets, "It belonged to my dad. They're files on... Things."

"What kinds of things?" Mary Jane asked.

Peter's eyes closed briefly, "Just... Things."

"You don't want to say," Mary Jane realized, "So... Why not just burn them or throw 'em away?"

His head shook from side to side, "And basically spit on his work? No, I can't do that. You have to keep them for me."

Her? Why her? Why not Harry? Why not someone else?

"Right now..." he admitted, "You're the person I trust more than anyone else with this. I know they'll be safe with you."

A teared up eye, a little chuckle out of being slightly nervous, "Peter..."

"It's true."

"What about Harry? You guys have been friends for so long. I'm just..."

"Even though he doesn't live with him anymore, Harry's too close to his dad and Oscorp. I don't know exactly what's in these files, but I do know that Oscorp getting their hands on them is a bad idea."

Now a deep breath courtesy of Mary Jane, "Okay, if it's that important... I'll keep them safe. But, tell me, why don't you want to know what's inside of them?"

"My dad knew things," Peter explained, the emotions building up inside, threatening to push through, "Things that didn't happen yet, things that've happened to me now. If I look through the files... I'm afraid I won't be able to handle what's inside."

Mary Jane didn't know what to say, and her imagination quickly filled with nightmares.

Peter walked past her, back to the window, squatting on the sill, ready to jump to his own, "You can look through it if you want, but please don't tell me what's inside. Thanks, MJ."

Mary Jane nodded her head, "You're welcome."

:::Meanwhile:::

Whereabouts unknown.

It was metaphorically miles away from what he would label a satisfying laboratory. However, it was good enough. And, at the risk of redundancy, for now... Good enough was good enough. At least in the warped mind of one Doctor Otto Octavius. By what little remnants of life dwelled inside of the monstrosity once employed by Oscorp, he would have his revenge. Not only would Osborn feel the crippling hand of a cruel fate, but Otto would be the one standing tall. Otto would be the one making threats, throwing his weight around.

This time, Otto Octavius would be the one in charge.

Hard at work on what appeared to resemble a battery core of some sort, the new Otto Octavius was stopped momentarily by one of the busy mechanical arms now permanently attached to his body, almost organically. He looked over his shoulder, finding what looked to be a small robotic octopus.

"Perfect," his voice raspy and weak, barely audible behind the breather mask, "Once the battery is complete, Phase One of my plan will be finished. You've done well, children. But, do not relax. There is still so very much more to be done."

:::The City:::

Nothing like taking advantage of a day off from school to clear the head with some web-swinging.

Spider-Man spun his webs from building to building, just soaking in the sun and scenery, trying to clear his mind of the recent clutter that had filled it. Though, try as he might, he couldn't shake his need for digging through his father's files. What, exactly, was it that was holding him back? Fear? Was he afraid of the truth? Had he already asked himself this question? Would he ever stop spinning in mental circles?

Peter stopped the swinging, snapping his web and throwing himself next to his favorite stone gargoyle. Gary. Yes, he named the gargoyle Gary. What? He's Spider-Man! If he wants to name an inanimate object, then he's gonna. Nevertheless, he sat next to the stone statue, staring down upon the same city that it was doing the same to.

"What's wrong with me?" he asked, "If I don't wanna know about it, then why can't I move past it? And, if I do wanna know, why couldn't I just look through it?"

"What do you think, Gary?" he asked again, looking to the statue, "What should I do?"

Then came a helicopter seemingly flying a bit too fast. On the ground, Police Cruisers with their sirens screaming. All the while, Peter's Spider-Sense was ringing off the charts...

"Hold that thought, buddy," Spider-Man fired a web-line, "Duty calls!"

Spider-Man fired line after line of webbing from both wrists, propelling himself forward like a slingshot when needed. All part of the plan to catch up to this helicopter. Which, eventually, he did, via snagging a web on the rails underneath and pulling himself up with all his strength. Yeah... No doubt about it, this was a bad-guy helicopter filled with said bad guys. They looked like characters you would see in a futuristic First-Person-Shooter video game.

Spider-Man knocked on the window, "Hi there! Hey. Gosh, I sooooo hate to be the fun police... But, license and registration, please?"

"Open the door," one ordered another, readying a fierce looking weapon.

Aw, crap! The soldiers from the future had freakin' guns from the future, too! Spider-Man narrowly dodged a thin blast, sticking himself to the bottom of the helicopter, receiving a view of the city that he was never ready to see, "So, this is what it would be like to ride a roller-coaster with no safety locks. Interesting."

Next came an odd sound, followed by one of the goons in the helicopter, jumping out and flying with aid of a jet-pack. Idiot didn't even see Spider-Man. Perfect! Spider-Man quickly grabbed a hold of the bottom of the open space to get into the helicopter, but ended up on the wrong side - is there even a right side - of a size thirteen steel-toe boot. Parker lost his handle on the helicopter and began falling through the air. But, as he did so, he spun a web, sticking it to the side of the helicopter, only to have it decimated by the flying goon with his fancy schmancy weapon.

More falling, but Spider-Man once again spun a web, this one grabbing the gun away, and another to stick to the side of a building, where he met the high-tech criminal on the rooftop.

"All right," the criminal put his fists up after landing easily on the rooftop, "Let's go!"

The villain burst forward with his jet-pack. Spider-Man dodged and then webbed up the exhaust for the pack, smiling proudly under his mask, "That was easy. One might even say... Sinchy."

The villain laughed under his own mask, and proceeded to melt the webbing.

"Oh boy," Spider-Man snapped his fingers, pointer finger directed at his mistake, "I should've saw that coming, huh?"

Spider-Sense!

Two blasts right in his stomach, doubling him over in pain. Before he could react, a knee to his head, followed by a punch across his jaw, turning his body and nearly sending him right off the roof. Luckily, he caught himself hanging over the ledge. He tried to get up, but was kicked in the gut, then held over the edge...

"You ain't so tough," the villain mocked him, "One run-in with The Jury and you're already done for!"

"Ju... Wait..." Parker mumbled under the mask, "Can I get a time-out? I haven't really been myself lately, and I feel like it's interfering with..."

"Shut up!"

"I will not, Sir!" elbow to the throat, followed by a take-over, the villain falling from the roof. Spider-Man leaned further over and caught him with lines of webbing and then let him safely fall the short distance that remained.

Spider-Man laid on the rooftop for a few moments, collecting himself, nursing his aching stomach. Head didn't feel so hot, either, to be honest. Actually... Let's be truthful... His entire body was a little worse for the wear right now. Time to check on the...

"You're kidding me," the villain was gone, leaving behind a pile of used webbing, "Damn it!"

:::Parker Household:::

A little banged up, but otherwise okay, Peter Parker returned home to find Harry Osborn awaiting his arrival.

"Dude," Harry was all excited, "I saw you on the news! That was insane!"

"Shhh," Peter instantly hushed him, then started looking out for his aunt and uncle.

"They're not here," Harry let his friend know, "Went out to cash your uncle's check and run a couple errands."

Peter sighed, taking a deep breath and all but falling down onto the couch, his backpack hitting the floor, wrinkled Spider-Man suit peeking out, "Today sucked."

"You were upside-down on the bottom of a helicopter," Harry said, "How could it have possibly sucked?"

"Oh, I don't know," Peter answered, bleeding sarcasm, "I almost ended up dead, and the bad guys got away. And, dude, what's your problem?"

"My problem?" hold on, what was going on here, "I'm just..."

"I'm sick of this," Peter sat up, wincing as he did so, "All I hear is people on TV saying how they wish they were a superhero, and you're always going on about it, too. It's not fun, man. It's not a game! Having these powers and responsibility isn't cool."

"Okay, man, okay," Harry took a step back from the conversation, "What's going on here, Pete?"

He wanted to spill his guts just for the sensation of relief. Being upset about the situation with his father... Having today slip right through his fingers... Trusting Mary Jane with the folder... Having these powers... Having to save lives... Not being able to stay on top of it all. Not being able to take care of things like he wanted to. Not being able to think straight. Not being able to...

"You know what," he interrupted his own inner turmoil, "It's nothing. Just... I wish today went better, is all."

"Yeah," Harry sat next to him on the sofa, "So... Who were those guys, anyway?"

Peter shook his head, picking his backpack up off the floor, "I... I fought one and he said something about... The Jury."

"The Jury?" Harry repeated, "They must be new."

Peter sighed once again, starting up the stairs to his room with Harry following, "What about you? What's new with Harry Osborn?"

Deep breath, "Actually... That's why I came here in the first place. I'm moving back in with my dad."

"Really?" Peter found that hard to believe.

Harry sat down in Peter's computer chair, lounging back, "Yeah, I know it's weird. But... He's having problems and me being gone is only gonna make things worse, right?"

Peter shrugged his shoulders, putting the backpack in his closet, "It's up to you, dude."

"Besides... It should make Oscorp look a little better, too. You know... After everything that's happened."

"Yeah," Peter thought of Octavius, "I haven't been able to find Dr. Octavius yet."

"No one has," Harry reminded his friend, "You'd think someone who looks like that would be easy to spot. But, not the case."

"I have a bad feeling," Peter confessed.

"Spider-Sense thingy?"

"No."

"Oh."

"Just... I don't know... The way my luck's been lately... I feel like something really bad is about to happen."

:::Stacy Household:::

Simply put, Elizabeth Allan felt very guilty.

She wished so much that she gave Gwen Stacy a chance long before her big return to Midtown High. She wished she could have pushed past the wall Gwen had previously put up in front of herself. She wished she didn't go along with Flash's taunting and teasing. She wished she had been more open minded about the girl in the first place. Because, honestly, she loved hanging out with Gwen now. Dare she say that Gwen was fast becoming her best friend.

"Now what you need is arm candy," Liz teased, laughing, as the girls hung out in Gwen's bedroom. As the usual, her father was working another late night.

Gwen laughed for a moment, "That's highly unlikely."

"Why?" Liz questioned, "What do you mean? You're like the hottest girl at school now. All the guys are checking you out, and not just the jerks. Which is an admirable feat in itself."

"This is gonna wear off," Gwen confessed, "Pretty soon... Everyone will remember who I really am. And who I really am... No one wants to be with."

"Okay, let me ask you this," a fair question, "What's more comfortable? The punk-goth Gwen... Or the pretty sunshiny Gwen?"

"They're the same girl," Gwen answered, "Just... One's not hateful."

"I think... This is who you really are, Gwen," Liz said, "This is you without the walls. This is you telling the world that you want to live in it. This is you finally being brave and putting yourself out there. Gwen, this is you."

A small smile from Miss Stacy, "That would be nice."

"So..." more important issues to discuss, "Who do you like?"

"Uhh..."

"C'mon," Liz pressed, "There has to be somebody. Who does Gwen Stacy have her eye on?"

"Well..."

:::The Daily Bugle:::

"PETER PARKER!"

Uh-oh, Jameson was all riled up. Looked like Peter had managed to walk in at just the right moment, a fresh batch of Spider-Man pictures in his hand, just begging to be sold. Yesterday didn't go so well. But, he hoped today would turn out differently. Starting with getting paid for the Spidey pics.

"Good timing, Pete," Betty Brant said as she accepted the photographs, "Jonah has some big news."

A bit apprehensive, Peter entered JJJ's office, shocked to find none other than the Tony Stark standing at the opposite of Jonah, looking spiffy as ever. The instant question; Why the heck did Jameson want to see Peter at a moment like this?

"Finally, Parker!" Jameson barked, "Where the hell have you been?"

"Mr. Jameson, you do know that I don't actually work here, right?"

"Well, that's about to change!" another bark, "Possibly, that is."

"Can we get on with it, Jameson?" Stark spoke up, "I have places to be."

"Right, right, of course," Jameson replied, "Peter, I've gone ahead and scheduled a special photo-piece with Mr. Stark here, to open up our new website re-design next month. I want you in charge of it."

"Me?" Peter gulped, as if he hadn't already had enough on his plate lately, "Sir..."

"Okay, I'm cutting this short," Stark interrupted, "Kid, he's having you do it because he can pay you less than anyone else on his staff. And yes, you're going to take the job because you're a teenager and all teenagers need money to buy senseless things that they're eventually gonna forget about, right?"

Wow... What a jerk.

"Saturday evening," Stark finished, walking out, "Jonah knows the place and specific time. Later."

And then he was gone. Just like that. Like a genie snapped their fingers or something.

Why was Peter suddenly so afraid? He had thrown himself at danger numerous times the past few months, hurling himself at the Goblin, Rhino and Vulture. But this? This frightened him. He wasn't a reporter. Heck, he didn't even technically work for the Bugle in the first place.

"What, you turn into a mannequin or something?" Jameson remarked to Peter, "Come on, snap out of it."

"Uhh... I... Uhh... Mr. Jameson, I don't think I'm a good choice for this," Peter rambled, "I take random pictures of a superhero I stalk. It's a lot different than being in charge of a big Tony Stark piece. I-I can't do this."

Needless to say, this would do absolutely nothing to change J. Jonah Jameson's mind.

:::That Night:::

The house was quiet. All that could be heard was the faint sounds of the television over snoring, coming from the man asleep in the recliner. His pot belly, his messed hair, his white t-shirt, and the lamp beside him with the dim bulb. On a name-tag placed upon a factory work-shirt tossed carelessly on the sofa, it read... Octavius. This man was the abusive father of Doctor Otto Octavius.

A rather startling group of sounds came from outside, approaching closer and closer. Though, there was some shaking and rattling within the house, the man merely turned over in his recliner and continued sleeping, clueless as to what was about to transpire. The horror that was to come... Right about...

NOW!

The front door was ripped from its hinges and tossed aside with no concern whatsoever. The man woke up with a shock, unable to comprehend or even fathom what was happening as black mechanical tentacles wormed into the home, grabbing him and painfully dragging him outside, screaming in suffering and terror. Then he found himself upside-down, hanging in the air, gazing upon the horrific sight of this huge thing that looked like a blend of monster and machine, but with traces of humanity.

"WHAT? WHAT? PUT ME DOWN! PLEASE!"

"Put you down?" the painful voice of Doctor Octopus, his eyes nothing more than little red dots in the middle of fitted black lenses, "You mean... As you had done to me? Time and time again... As a child?"

Screaming and fright in the background as civilians ran for their lives.

"I-I... WHAT IS THIS? WHO ARE YOU?"

"Do you not recognize..." Doctor Octopus brought the man in closer, "... Your own son?"

"O-Otto?" the man's mind was a mess, the blood rushing and pooling into his head, "Jesus, it can't... What the hell happened to you?"

"There will be time for that later," he explained, "Time for explanations and reasons. But... Know this... I am no longer Otto Octavius. I am now... Doctor Octopus."

The tentacles released their grip, dropping the man on his head and neck, pleased with the thud. And, as Otto's father struggled with the sensation of a sudden concussion flooding his head, the claws of the tentacles danced around him, as if they were wild dogs, teasing their prey, begging their master to let them have just one little bite, one little taste of the blood.

"Otto..." the man could barely talk, holding his skull and a bleeding wound.

"I want you to witness. I want you to experience. I want you to see with your own eyes, the now inevitable downfall of this world. For so long, I've cowered in shadows, afraid of everything and everyone. Abiding by foolish regulations. No more. My intelligence will spawn a new world. One that is controlled by my superior genius. One that belongs... To me."

Sirens. Police cars and other emergency vehicles arrived on the scene. They had no idea. Small robotic things sprang from Doctor Octopus' metallic hide. They crawled to the policemen, and began firing lasers. Enough of the blasts, and the squad cars exploded into fireballs and destruction.

"Jesus," everything was a haze, "Otto, this... What are you..."

"When everything is finished," Octopus explained, chaos and destruction literally exploding behind him, "When my plans have become actions and those actions are complete and this inferior world is deceased. Then... Dear Father... Then you have my permission... To die."

:::::ZEROBEN'S AMAZING SPIDER-MAN:::::

There you have it. The Jury showing up here is kind of a one-off for now. This is Doc Ock's arc. Ock is a real monster in this. This is the larger than life Slott look. If you're not aware, look Ock up in Ends of the Earth and see. I loved Slott's version of Ock until recent events. 700, but we won't get into it here. I know the world domination bit is a little cheesy, but that's what this character wants. His way. Things have to be his way now and he has the know-how to do so. Of course, the permission to die coming from the Dark Knight Rises.