Peter looks out his bedroom window, the sun beginning to set in the distance behind Townsville, a depressed look spelled across his face, as he continues to ponder his defeat at the hands of Otto Octavius, his former mentor. He is currently sitting at the desk in front of his window, chin in his hands, unable to think about anything else but his humiliating defeat.

"Why can't I get over this?" thinks Peter to himself.

Peter then turns his head to the left to face his red and blue Spider-Man costume, strewn out on his bed like discarded rubbish.

"Aww, who am I kidding?! I'm a failure... a joke! Spider-Man's nothing now!" thinks Peter further to himself.

All of a sudden, a buzz is heard, not from Peter's skull, but from the edge of his desk. The teen turns to face his ringing cell phone, only to see the name 'Prof. U' titled in white lettering as the caller on the glowing blue screen. Peter reaches out with his left hand and grabs the phone with all 4 fingers. He then slides the green option to answer the phone towards the edge of the screen using his thumb and raises the portable electronic to his left ear.

"Professor?" asks Peter, answering into the phone.

"Peter! Are you alright? I haven't heard from you all day! Blossom told me that you and her were supposed to go study and the library together but you never showed." explains the Professor.

"Aww, I'm alright, Professor! Sorry for worrying Blossom. I'm just not feeling all that well today!" explains Peter.

"Well, I do hope you feel better soon, Peter." says the Professor.

"Yeah, me too. Goodbye!" says Peter.

Peter then lowers the phone away from his ear and places it gently on his then turns to look back out the window as the sun sets further into the distance, turning more red and orange as the light of the day finally begins to die out.


Outside Peter's bedroom, a certain old lady, the last living relative of Peter Parker's, stands outside, concerned for her nephew's well-being since he arrived home earlier that afternoon with a solumn look on his face.

"Peter's been moping around in there for hours. I hope he's okay." thinks May to herself.

She then turns around and begins walking back towards the staircase.


Meanwhile, on the other side of town, sinister deeds are afoot at the Townsville Nuclear Power plant. The plant's tall, concrete towers loom in the night as military personnel enter day in and day out. But on this fateful evening, no soldier or security guard could ever possibly hope to prevent the coming of a certain, metal-armed scientist looking to commit possibly one of the worst acts of terrorism that Townsville had ever seen.

A pair of boots are heard walking through the large, dark, concrete garage near the front entrance. The soldier was dressed in casual military garb; dark green with camouflage spots lining the entire thing, with shin-high, black boots. The soldier's face is cold and stern, almost lifeless, as he walks along the exterior of the building's entrance. However, as he walks along the concrete ground lining the exterior of the garage, he fails to notice 2 seemingly normal-looking, silvery pipes lining the walls and going into the ground. But as the guard passes along in his patrol, the pipes begin to slowly vibrate, wiggle, and shake as the seemingly come to life.

"Finally, he is gone! Now I can get to work!" says a German-accented voice from above.

The owner of said voice then descends from the ceiling along with 2 other "pipes", "pipes" which are seemingly living and wiggling around. The tentacles then make contact with the ground, allowing the figure to become level unto himself. The figure was currently wearing a yellow jumpsuit with purple highlights around the neck and groin area, as well as same-color gloves and boots. The pipes currently coming out of his back continue to snake about behind Octavius as he begins walking towards the entrance of the nuclear plant.

Once inside, the multi-armed doctor begins walking down the dimly-lit halls of the plant quietly, calmly, and casually, his arms slowly snaking and moving about silently.

"Once I reach the control room, nothing will stand in my way!" thinks Otto to himself.


In the control room, 2 scientists wearing white lab coats sit in chairs surrounded by a multitude of computer screens, as well as the gigantic glass pane giving way to a view of the plant's basic functions. Behind them stand 2 security guards, stone expressions on their faces as they stand guard of the door leading from the hallway to the control room itself.

"So, ya catch the game last night?" asks one of the scientists to the other.

"Nah. My wife's been having trouble with the baby lately and I've been needing to help her." says the other scientist.

"Y'know, if ya ever need a babysitter-" says the other scientist just as he is interrupted.

"YAAGGHH!" shout the guards as they are hoisted into the air by what appear to be sentient, tentacle-like pipes... pipes belonging to one Otto Octavius.

"Wh-what is this?!" asks one of the scientists frantically.

"A takeover of operations!" says Otto, smirking.


Seconds later, all 4 of the control center's original contents are outside the hallway, desperately banging on the now-locked door in an attempt to get back inside.

"Y-you can't be in there! You have no jurisdiction!" shouts one of the guards.


Inside, the doctor begins toying and experimenting with the various controls, trying to figure out his best course of action to continue his research. He simply grins madly as the pincers on his tentacles pull on various levers and push various buttons.

"At last, the world will know of my power, and they will soon bow down to the name of... Doctor Octopus!" shouts Otto, christening himself the latest super-villain to hit the scene.


The next day, at Pokey Oaks High School, all is normal at school. Students are mingling, teachers preparing for their next classes. All is well... except for one certain teenage friendly-neighborhood web-slinger. Peter walks silently down the halls, head hanging solumnly as he gently presses against the tightly packed together students filling the school's hallways.

"Still can't believe that I lost!" thinks Peter to himself.

As Peter continues to walk, oblivious to where he is going, he barely notices 3 teenage Powerpuff Girls standing against their lockers, looking on with concern as their leader's boyfriend walks aimlessly to his next class, his face making him look as if he had just lost his last friend.

"Jeez. What's wrong with Peter?" asks Buttercup, her emerald orbs trained on the nerdy teenager.

"Dunno. Professor said he called him last night. Said he wasn't feeling well and had to blow off our study date." says Blossom, her eyes also not taking themselves away from Peter.

Bubbles then turns her head in the direction of her "eldest" sister, her eyebrows raised in confusion.

"Study date?" says Bubbles, confused.

Blossom then turns her head to face her "little" sister.

"Yeah. Remember? I said that me and Pete were gonna go to the library and study for that calculus test we have on Friday." explains Blossom.

"Oh." spits Bubbles.

Blossom continues to look on at her seemingly disheartened boyfriend, pondering what could possibly be the matter. Blossom then looks down and raises her left arm in to view, looking at the tiny, red scab wounds still there from when the Scorpion's fangs had proven themselves strong enough to pass through the flesh of a Powerpuff Girl (or a Rowdyruff Boy, for that matter.), as he had bitten her during his attack on the school. She then closes her violet eyelids over her pink orbs as goosebumps begin to rise over her skin. She then shivers slightly. Buttercup turns to her sister in concern.

"Bloss, you alright?" asks Buttercup.

"Y-yeah. I-I'm fine. Just... got things on my mind. That's all." says Blossom in reply.

All of a sudden, a humming is heard in the right pocket of Blossom's navy blue jeans. She reaches down into the pocket with the corresponding hand, jumbling around for her IntelBerry. She then pulls her fingerless hand out of her pocket, her pink phone included, and raises it to the right side of her head.

"Ms. Bellum?" asks Blossom.

A frantic, deep, female voice blurts through the phone.

"Girls! We have a major problem!" shouts Ms. Sara Bellum into the phone, her voice filled with desperation.


The walk home from school had been one of solemnness for Peter Parker. Under normal circumstances, well, as normal as they could get when you receive the abilities of an arachnid from a radioactive spider bite, he would have immediately headed into the city of Townsville in order to begin his usual patrol as the Amazing Spider-Man. But today, things are different, for Spider-Man's humiliating defeat at the hands of Otto Octavius have shaken up Peter's spirit. After what had happened at the hospital the night before, there couldn't be any possible way that Spider-Man's masked face could show up in the city's streets again, even with a psycho scientist like Otto Octavius running amok.

But before he can think about what to do, a soft, familial voice perks up from behind him.

"Peter! Wait up!" shouts Blossom from a couple yards behind.

Peter then turns his head around to face his Chemical X-powered girlfriend gently flying towards him, leaving a faint trail of pink light behind her.

"Blossom!" shouts Peter faintly.

Blossom then gently lands in front of her boyfriend, looking straight into his hazel eyes. Blossom then closes her purple eyelids and raises herself to meet Peter's lips before giving them a soft peck! Blossom then lowers herself back down before opening her eyes again to look at her boyfriend. Peter then turns back and the two begin walking side by side one another.

"I got a call from the Mayor today at school." says Blossom, trying to strike up conversation with her unusually quiet boyfriend.

"Oh, yeah? What'd she have to say?" asks Peter, his tone noticeably dull.

Blossom furrows her brow slightly, before deciding to continue with her story.

"She, uh... she said that Doctor Octopus is holding up a nuclear power plant and wants ransom money." explains Blossom.

Peter then turns, eyes widened.

"W-wait! Doctor Octopus?!" asks Peter.

"Err, y-yeah. Believe it or not, Otto Octavius was the one who caused the explosion at the Radiology Department the other day!" says Blossom, still shocked by the news herself.

"W-wow! Really?!" asks Peter, only half shocked, as he had fought Octavius at the hospital yesterday, that remaining part he hadn't fully known about.

"Yeah! He woke up at the hospital and went mad! He tried to commandeer some of the hospital staff into his assistants and his room into a laboratory but, according to Ms. Bellum, was interrupted by Spider-Man." explains Blossom.

"Oh, yeah?" asks Peter, at least pretending to be surprised as to not blow his identity.

"Yeah, and after that, Octavius threw Spider-Man out the window and escaped. He went to the nuclear power plant and started calling himself Doctor Octopus! He wants over $3,000,000 in ransom money from the Mayor so he can continue his experiments." finishes Blossom.

Peter then blushes in embarrassment over having to hear of his defeat at Octavius' tentacles, but his thoughts also begin to race at the news of the mad doctor taking over the nuclear plant on the other side of the city. That could pose a serious hazard to the safety of everyone in Townsville. Blossom then notices Peter's blushing and tilts her head.

"You alright?" asks Blossom in concern.

"Er... y-yeah. I'm fine." says Peter.

Blossom then tilts her head to the side slightly, looking uncertain at her boyfriend. She then narrows her eyes some.

"Why don't I believe that?" asks Blossom with an interrogative tone in her voice.

"I-I dunno. Why wouldn't you believe that?" asks Peter.

"Because I can tell by the tone in your voice that you're not alright. Clearly something happened last night that caused you to miss our study date and it's bothering you." says Blossom.

"Listen, I'm okay! Really! I just..." says Peter, trailing off.

"'I just...' what?" asks Blossom.

"I just... wasn't feeling well last night! That's all!" says Peter.

Blossom narrows her eyes slightly, giving a glare to her obviously-lying boyfriend.

"Peter... tell me the truth." demands Blossom.

Peter opens his mouth, attempting to make up some kind of argument or defense, but then shuts it when Blossom's glare eventually becomes too much for him to resist. Peter then closes his eyes and sighs through his nose.

"I uh... something happened. I did something really stupid. It was brave, but stupid. I feel humiliated because of it, like, I can't show my face to the world any more..." explains Peter without giving away too much detail, lest he'd want to blow his secret identity.

Blossom then stares for a moment into her boyfriend's eyes, and then begins walking past him, down the direction of the street that Peter's back had currently been facing. She then grabs hold of Peter's left hand and begins pulling him along, much to the surprise of Peter.

"Hey! Wha-!" yelps Peter in protest.

"Walk with me." says Blossom.

Peter, albeit reluctantly, does so, getting right next to her in order to walk right next to her form.

"Listen, I've had days where I have to face a challenge that looks or even feels greater than myself, wether it be losing a fist-fight with Princess Morbucks or just forgetting to study for a test. I've been there through and throughout." explains Blossom, trying to get through to her boyfriend.

Peter then takes this in for a moment. He hadn't thought of it before, but what Blossom had just told him is absolutely true and on point... more than she would ever realize.

"But it doesn't mean I gave up. Whenever I came across a challenge, no matter how big or small it's scope may be, I always found the strength to at least try to overcome it, so that at the end of the day, I can go home knowing that I at least tried to put in the effort to accomplish the task at hand!" finishes Blossom.

Peter widens his eyes in shock and bewilderment.

"She's... she's right! By golly, she's absolutely right!" thinks Peter to himself.

Blossom then begins to walk right ahead of her boyfriend.

"I've gotta go. I've gotta regroup with my sisters at home so that we can work out a strategy to defeat Doctor Octopus." says Blossom as she continues walking down the street, leaving Peter there to gawk.

Peter then stands there, bewildered at the advice his girlfriend had just given to him. Peter, like always, retreats back into his mind to process this before making a decision.

"Blossom was absolutely right! I can't give up now, not when there's so much at stake! With Octavius' mind as damaged as it is, there's no telling what kind of horrors he could bring onto the city with that much radiation at his disposal! I've got to stop him! I can't ever renounce my Spider-Man identity again, no matter how hard things might get!" thinks Peter triumphantly to himself, declaring that Spider-Man must live again.