Somewhere in the city was a secret hideout, and living there were two bad guys: Mojo Jojo and Dr. Eggman. Mojo is the green monkey with a big brain and green skin, while Eggman is the mad genius with a big belly and a mustache to boot. Remember that now. The two baddies were already on their work, plotting for their revenge on Team Powerpuff since their last battle.

Mojo Jojo: I fed the creature like you said, Eggman.

Dr. Eggman: Yeah?

Mojo Jojo: About 3 in the morning.

Dr. Eggman: Yes! After midnight! Those Powerpuffs and their new friends, the Loud brats, think they're able to stop us after defeating the Green Goblin. Well, we got quite a surprise for them, and so does the woman in purple.

On their desk was a cage shrouded in an old blanket. It was shaking animalistically inside.

Mojo Jojo: Sheesh. Somebody woke up on the wrong side of the bed.

Dr. Eggman: Be careful, Mojo! Sunlight turns him to goo, and we wouldn't want that now, would we?

Mojo Jojo: No, we wouldn't.

Dr. Eggman: We can't release him just yet. We'll do it when the time is just right. Soon, those meddlesome heroes will fall and we'll be able to defeat them once and for all! And i know how. Evil laugh time! (he and Mojo laugh evilly)

The next day, Peter got on a payphone to talk to Mary Jane.

Mary Jane: (voice recording) Hi. It's me. Sing your song at the beep.

Peter: (on the phone) Hi, M.J. This is Peter. I was on my way to your show and… Well, I was on my bike… Are you there? I really was planning on it all day. And… ...I know you predicted I'd disappoint you.

Mary Jane: (on the phone) Bingo.

Peter: (on the phone) It's amazing, isn't it? How complicated a simple thing… ...like being someplace at 8:00 can become. Actually, there was this obnoxious usher. Somebody has to talk to that usher, M.J.

Phone: Your time has expired. Please deposit 50 cents for the next five minutes.

The boy inserted two quarters into the slot and left a message.

Peter: (on the phone) I wanna tell you the truth. Here it is. I'm Spider-Man. Weird, huh? Now you know why I can't be with you. If my enemies found out about you… ...if you got hurt, I could never forgive myself. I wish I could tell you how I feel about you.

He hangs up the phone after finishing his message.

Blossom: Well, we better get going. Dr. Octavius is having a presentation on his experiment, and you know how much excited Lisa gets before the presentation.

They went to Dr. Octavius' presentation.

Lisa: Oh, boy, oh, boy, oh, boy, oh, boy!

Tails: Wow. I've never seen that excited for a fellow scientist before in my life.

Sonic: Look on the bright side, Tails. At least he's a scientist with good intentions unlike a certain Baldy Mc-Someone.

Otto: Ladies and gentlemen, my wife Rosie and I would like to welcome you this afternoon. But first, before we start, has anybody lost a large roll of 20-dollar bills in a rubber band? Because we found the rubber band. It's a terrible joke. But thank you for coming. Today, you will witness the birth of a new fusion-based energy source. Safe, renewable energy and cheap electricity for everyone. And now let me introduce my assistants.

He went over and removed a shroud, revealing four mechanical arms.

Leonardo: Whoa.

Bubbles: Those are some big arms.

Otto: These four actuators were developed and programmed for the sole purpose of creating successful fusion. They are impervious to heat and magnetism.

He attached the four arms to his back. A mechanical spine stuck to his back. He began to move the arms without using his hands.

Lisa: (quietly) So amazing I could shed tears of wonder.

Otto: These smart arms are controlled by my brain through a neural link. Nanowires feed directly into my cerebellum, allowing me to use these arms to control fusion reaction in an environment no human hand could enter.

Bubbles: Excuse me, doc, but if the artificial intelligence in the arms is as advanced as you suggest, couldn't that make you vulnerable to them?

Otto: How right you are. Which is why I developed this inhibitor chip to protect my higher brain function. (points to the chip on top of the mechanical spine) It means I maintain control of these arms, instead of them controlling me. And now on to the main event. Give me the blue light, Rosie.

Rosie turned on the blue light, showing a huge reactor.

The Gang: Whoa.

Inside one of the reactor's stands was a beneficial element.

Otto: Precious tritium is the fuel that makes this project go. There's only 25 pounds of it on the whole planet. I'd like to thank Harry Osborn and Oscorp Industries for providing it.

Harry: Happy to pay the bills, Otto.

He put the tritium in the middle of the machine and got the huge device ready.

Otto: Ladies and gentlemen… ...fasten your seat belts.

He pressed a few keys on the keyboard and soon, the machine was up and running. The element was floating until it grew, shining like the sun.

Scientist: Doctor, we have a successful fusion reaction.

Everyone applauded.

Attendee: (to Harry) This is a breakthrough beyond your father's dreams.

Harry: Thank you.

Scientist: We're producing a thousand-megawatt surplus.

Using his mechanical arms, he grasped at the fusion reaction.

Otto: The power of the sun in the palm of my hand.

As the audience watched, Odie noticed a paper clip moving. Soon, he noticed that some objects are being drawn to the fusion.

Odie: Uh oh.

Lori: (nervous) Um, what's literally happening right now?

Otto: Keep calm! It's only a spike! It'll soon stabilize!

Woman: Ladies and gentlemen, please clear the room.

The machine was growing more and more unstable.

Scientist: We have a containment breach!

Rosie: Otto, please get back!

Harry: Shut it off, Otto! Shut it off!

Otto: It will stabilize! It's under control!

Harry: It's my money! I'm in con...

As a wheelcart was about to Harry, Spider-Man saved him in the nick of time.

Harry: This doesn't change anything.

He was still mad at Spider-Man for the supposed death of his father, who had been taken over by his Green Goblin persona. Team Powerpuff were near the device.

Otto: What are you doing?

Blossom: Pulling the plug.

Otto: No!

One of his robotic arms smacked her. The windows were being drawn in, breaking the glass. One shard hit a screaming Rosie in the throat.

Otto: Rosie!

The malfunctioning device began to shock Otto in his mechanical spine.

Lisa: Otto!

Luna: Lisa, we got to turn off the machine!

Lisa: What for?! It's one of his greatest achievements!

Lola: Achievements, aschmievements. Help us pull the plug!

Lisa: Alright.

Reluctantly, Lisa joined her siblings and their friends to pull the plug on the device. Together, they managed to pull it off, shutting down the machine. Moments later, the comatose Otto was put into the hospital truck.

Scientist: That was too close.

Attendee: If he had more than a drop of tritium, he could have destroyed the city.

Harry: I'm ruined. I have nothing left, except Spider-Man.

Man: He saved your life, sir.

Harry: He humiliated me by touching me.

Man: The press will be here soon. I suggest we move on.

Harry: What was he and his friends doing here anyway?

He left the scene with Peter and his friends looking on.

Lisa: He was close to achieving greatness… and we had to pull the plug on it.

Lincoln: Lisa, I know you're upset, but there are some things that are more important right now.

Lisa: (upset) Now I know how Harry feels.

In the hospital, doctors were examining Otto.

Doctor: Molten metal penetrated the spinal cavity and fused the vertebrae at multiple points including the lamina and the roof of the spinal column. We won't know the extent of the damage until we get in there. I suggest we cut off these mechanical arms, slice up the harness, and, if need be, consider a laminectomy with posterior spinal fusion from C7 -T1 to T12 .

Nurse: We're ready, doctor.

Doctor: (gets out a buzzsaw) Anybody here take shop class?

As he starts to begin the procedure, he heard something. He looked, but saw the unmoving tentacle arm. He starts up the buzz saw and the arm was slowing moving towards him. It then struck him and threw the doctor away. The robotic arms started moving and attacked the doctors.

Nurse: Help me! Help me!

What they didn't know was that those arms were remote controlled by the villains.

Dr. Eggman: (he and Mojo laughs) I love how we somehow put a remote control chip in his robotic arms. Makes it easy to kill these guys.

Mojo Jojo: You said it. And it's even invincible.

Dr. Eggman: How can you tell?

One doctor tried to saw one arm off with a chainsaw, but it couldn't make a dent.

Mojo Jojo: Because that human tried to cut it off.

After the robot tentacles finished the rampage, the villains got in and got the blindfold off the now conscious Otto.

Mojo Jojo: Wakey wakey, Mr. Otto.

He looked at all the doctors in the room. Victims of his robotic tentacles.

Dr. Eggman: I wonder how he feels?

He was horrified at this.

Otto: Noooooooo!!!!!

He broke out of the hospital and flipped over an oncoming taxi cab.

Mojo Jojo: I guess he was scared of us. But where is he going?

Dr. Eggman: I may have no clue but I think it's either that or the remote control is set to auto-pilot. We better follow him. It's the boss's order to tag along with him for this job.

As the villains followed Otto, he decides to hide out to an abandoned warehouse on the pier. The next morning at Daily Bugle, news was heard of Otto and his robotic tentacles.

J. Jonah Jameson: It's all over town, Robbie. Gossip. Rumors. Panic in the streets, if we're lucky. Crazy scientist turns himself into some kind of a monster. Four mechanical arms welded right onto his body. Guy named Otto Octavius winds up with eight limbs. What are the odds? (to Hoffman) Hoffman! What are we gonna call this guy?

Hoffman: "Dr. Octopus."

J. Jonah Jameson: That's crap.

Hoffman: "Science Squid"?

J. Jonah Jameson: Crap!

Hoffman: "Dr. Strange."

J. Jonah Jameson: That's pretty good. But it's taken. Wait, wait! I got it. "Dr. Octopus."

Hoffman: I like it.

J. Jonah Jameson: Of course you do. Dr. Octopus. New villain in town. "Doc Ock."

Hoffman: Genius.

J. Jonah Jameson: What, are you looking for a raise? Get out.

Hoffman leaves, and in came Peter with Betty.

Betty: Chief, I found Parker.

J. Jonah Jameson: Where you been? Why don't you pay your phone bill. Mad scientist goes berserk, we don't have pictures!

Robbie: I heard Spider-Man and Team Powerpuff were there.

J. Jonah Jameson: (to Peter) Where were you? Photographing squirrels? You're fired.

Betty: Chief, the planetarium party.

J. Jonah Jameson: You're un-fired. I need you, come here. What do you know about high society?

Peter: Oh. Well, l...

J. Jonah Jameson: Don't answer that. My society photographer got hit in the head by a polo ball. You're all I got. Big party for an American hero. My son, the astronaut.

Peter: Could you pay me in advance?

The chief cackled at such a statement.

J. Jonah Jameson: You serious? Pay you for what? Standing there? The planetarium, tomorrow night, 8:00. There's the door.

At the warehouse, Otto was in grief with his wife's demise and the tentacles being permanently stuck on him.

Otto: My Rosie's dead. My dream is dead. And these… ...monstrous things should be at the bottom of the river… ...along with me. Something… ...in my head. Something talking. The inhibitor chip! Gone. Rebuild. No. Peter was right. I miscalculated. I couldn't have miscalculated. It was working, wasn't it? Yes. We could rebuild. Enlarge the containment field. Make it bigger and stronger than ever. But we need money. Steal it? No, no, no, I'm not a criminal. That's right. The real crime would be not to finish what we started. We'll do it here. The power of the sun in the palm of my hand. Nothing will stand in our way. Nothing! (Hears something from the roof and it breaks and Dr. Eggman and Mojo was falling down and crash on Otto; in pain) Except for that.

Mojo Jojo: I knew walking on a unstable roof was a bad idea. Its definitely your fault, Eggman.

Dr. Eggman: What?! It was your idea to get us in unde… (both get grabbed by the robotic arms) tected.

Otto: Who dares hurt the great Otto?!

Mojo Jojo and Dr. Eggman: Uh… (point to each other) It was him! No, you! You!

Otto: I don't care who did it first! I just want some answers now!

Mojo Jojo: Alright, here's the thing. We know about what happened yesterday at the lab.

Dr. Eggman: Yes, it was very tragic. Losing everything, including your Rosie.

Otto: Indeed. Now I am a monster among the world with these things.

Mojo Jojo: We know what it feels to be seen as one, Otto. We're all monsters where we're from.

Dr. Eggman: We're here to be with you. We know what it's like to be an outcast. And that's why we woke you up from the hospital so we can not be an outcast like you.

Otto: So you used my arms to hurt those people at the hospital.

Mojo Jojo: They were going to saw them off! They're what make you special!

Otto: Special?

Dr. Eggman: Yes. We're all special in many ways. We have a friend who's special, too, but he's allergic to sunlight. So, he works with us only at night.

Otto: Oh.

Mojo Jojo: We're gonna help you, Otto. If you need money, we're gonna join you on a bank robbery. That way, you'll be able to finish what you've started.

Otto: Of course. That's what I'm doing until you two show up.

Mojo Jojo: Well, now we can do it. As a team. Together, we can stop whoever gets in our way.

Dr. Eggman: Hey, I forgot to mention. What about the Spider-Man and their friends?

Otto: The Spider… he and his friends pulled the plug on my experiment. Maybe you two do have a point. After all, it's time we finish what I've started. To the bank!-

At the bank..

May: That's the social security.

Desk Man: Yes, ma'am.

Peter: My uncle Ben's life insurance.

Desk Man: Yes, but I'm afraid it's just not sufficient to refinance your home.

May: Oh, but I'm giving piano lessons again.

Peter: You are?

The old lady kicked the desk man in the shin.

Desk Man: Ow! We appreciate that you've just opened up a new supersaver account with us today. But the fact is you do not have the assets to justify this loan. I'm sorry.

May: Well… (gets out free toaster coupon) At least we get the toaster.

Desk Man: Actually, that's only with a deposit of 300 or more.

May: Oh, yes, I see.

Desk Man: Okay. (leaves)

Blossom: Don't worry, May. We'll figure out a way.

At the same time, Doc Ock used his robotic arms to pull open the vault door. He threw it away and everyone ran in panic. Peter and the gang went off.

May: Peter? Don't leave me.

Desk Man: Oh, that boy of yours is a real hero. Same for his pals.

A cop pointed his gun at Doc Ock.

H2O Derilrous Cop: Hold it! Put your arms up! All of them!

Otto's arms flicked him and the other cops off. He then put the money in some bags. Spider-Man and the gang were behind him.

Luan: What's up, doc?

The mad doctor threw a bag of money at them, but they avoided it. They avoided some more thrown by the villain until Spider-Man web-slings one to Doc Ock.

Spider-Man: Here's your change!

It hit the man, prompting him to throw more at the heroes. The web slinger attempts to spin a web, but no web came out.

Spider-Man: Oh no. Come on!

Garfield: What, again?

The robotic-armed man threw a bag of money at the gang, hitting them. One coin rolled to the desk man, who picked it, but May slapped it off him. The villain grabbed the gang and Spider-Man.

Doc Ock: You're getting on my nerves.

Lincoln: Guess we have a knack for that.

Doc Ock: Not anymore.

He attempts to squish Spider-Man's head with his robot tentacles, but the crime fighter slung two desks at the baddie. Doc Ock dismantled the first desk, but was hit by the second, sending him out of the bank. He then flung two taxi doors at the gang. They dodged one, but the other hit them. Police cars arrived at the scene.

BasicallyDoWrk Cop: Freeze!

Wildcat Cop: Don't move, retard!

The baddie decides to grab Aunt May and hold her hostage.

Cop: Hold your fire.

Doc Ock: Don't follow me.

With his robotic arms, he climbed up a building which scared some lady workers. In his way were Spider-Man and Team Powerpuff.

Blossom: Freeze, Doc! That's enough!

Bubbles: Yeah, that's Peter's aunt you got there!

Buttercup: So you better give her back!

Doc Ock: Of course.

He carefully carries May over to the gang.

Alvin: Easy, easy….

The mad doctor "accidentally" dropped the old woman.

Doc Ock: Butterfingers.

Bubbles flew to the falling lady, grabbed her, and put her on a statue's hand.

Bubbles: Don't worry, May. We'll take care of the mean man.

The villain then hit the others against the building, sending debris down to the streets. One was heading for a woman until a certain cameo-appearing man saved her.

Stan Lee: Look out!

Aunt May was hanging for her dear life.

May: Help me! Help me!

Lincoln: We're coming!

They soon climbed up but were stopped by Doc's arms.

Spider-Man: Hang on!

They duke it out as they fall from the building. Doc used one of his arms to throw the gang away. Aunt May was about to fall, but noticed a ledge beneath her. She was safe.

May: Thank you.

Our heroes saw the elderly woman, who's been captured by Doc Ock.

Spider-Man: Aunt May.

Doc Ock: You've stuck your webs in my business for the last time. Now you'll have this woman's death on your conscience.

Spidey gets ready to slingshot into the baddie.

Doc Ock: Come on.

The hero and his amazing friends flung themselves, but Doc Ock has a sharp tentacle waiting for them. He was about to strike when…

May: Shame on you.

Aunt May used her umbrella to hit the man, giving the gang ample time to avoid the metal tentacle. The lady then fell down, but luckily, Spidey and the gang saved her. They let Doc Ock get away with the money, but they wouldn't want any harm to fall upon one of Peter's loved ones. They landed to safety.

Spider-Man: There you go.

May: Thank you. Oh, have I been wrong about you.

Spider-Man: We sure showed him.

May: What do you mean, "we"?

The web slinger and his friends then went off. That night at the planetarium, Peter and his friends were there. He was taking photos of couples.

Peter: May I?

Woman: Sure. Go ahead.

He was about to take a picture, but….

Man: (offscreen) Penny! Over here!

The couple left. Harry was at the bar, drowning his sorrows in champagne.

Harry: Leave it.

Peter: Hey. Might wanna take it easy, buddy.

Harry: Why? It's a party. Wouldn't you be drinking if you lost a bundle on some crackpot who you thought was gonna take you with him to fame and fortune? Not to mention your friend the bug.

Peter: Not tonight, Harry.

Harry: Every night! Until I find him, it's 24/7.

J. Jonah Jameson: Parker! Parker! Parker! What, are you deaf? I called you twice. Think I'm paying you to sip champagne? Get a shot of my wife with the minister.

Mrs. Jameson: Beautiful tie.

Peter took the picture.

J. Jonah Jameson: Get a shot of us with the DA.

Mrs. Jameson: Beautiful dress.

Peter took another picture.

J. Jonah Jameson: Here, get a shot of the mayor and his girlfriend. Wife.

Peter took yet another picture.

Lori: Would you look at this place?

Garfield: Yeah, it's packed.

Gizmo peeked from the box.

Lincoln: Gizmo, please. We don't want the scientists to catch you again.

Gizmo understood. He didn't want to be used for science ever since the scientists caught him since his owner's death.

Lisa: There's something about that Doc Ock character that seems familiar.

Michelangelo: Was it that he's from the sea?

Lisa: No. I could've swore we remembered him from before.

Speaker: Ladies and gentlemen, good evening. The committee for the Science Library of New York is pleased to present our guest of honor. He's the first man to play football on the moon. The handsome, the heroic, the delicious… ...Captain John Jameson.

Coming down the stairs was a handsome man. John Jameson was walking down with a girl, but that girl was Mary Jane. While everyone applauded, Peter was struck by this. He was the man M.J. was engaged to. She was engaged to the son of the Spider-Man-hating chief of Daily Bugle. Peter met her outside the planetarium.

Mary Jane: You.

Peter: Listen, I'm sorry. But there was a disturbance.

Mary Jane: I don't know you. And I can't keep thinking about you. It's too painful.

Peter: I've been reading poetry lately. Whatever that means. Day by day he gazed upon her. Day by day he sighed with passion. Day by day...

Mary Jane: Don't start.

Peter: Can I get you a drink?

Mary Jane: I'm with John. He'll get me my drink.

Peter: John.

Mary Jane: By the way, John has seen my show five times. Harry has seen it twice. Aunt May has seen it. My sick mother got out of bed to see it. Even my father. He came backstage to borrow cash. But my best friend, who cares so much about me can't make an 8:00 curtain. After all these years, he's nothing to me but an empty seat. (leaves)

It was bad enough for Peter that M.J.'s with John, but his friend hates his superhero alter-ego.

Harry: It pisses me off, your loyalty to Spider-Man and not to your best friend. I find him with my father's body, and you defend him.

Peter: Take it easy.

Harry: Don't push me. Don't act like you're my friend. You stole M.J. from me. You stole my father's love. Then you let him die because you didn't turn in the freak. Isn't that right? Huh? Isn't that right? Huh, brother? (slaps Peter and leaves)

John Jameson: (on speaker) Ladies and gentlemen, I just want you all to know that the beautiful Miss Mary Jane Watson has just agreed to marry me.

Everyone applauded. But Peter, he was having the worst day of his life.

J. Jonah Jameson: Parker, wake up! Wake up! Shoot the picture!

He took the picture and soon, he went out as Spider-Man, swinging across the city. As he was about to shoot another web, nothing came out.

Spider-Man: Oh, no. No!

Because of this, he went into an abandoned alley. He found that he was unable to shoot webs.

Peter: Why is this happening to me?

He decides to try climbing up the building. He did, but only for a few moments and he fell down. His vision began to blur as he looked at a Daily Bugle newspaper. It read 'Spidey with Powerpuff Girls Z and Doc Ock Rob Bank.' Just another case of Parker luck had struck this already awful day. He went back to his apartment and tried to sleep. Meanwhile, in the abandoned warehouse, Doc Ock was building something.

Dr. Eggman: Who'd figured you'd get the cash so easily?

Doc Ock: I never thought it would be easy neither, Eggman.

Mojo Jojo: Looks like we won first round.

Doc Ock: Exactly, even though I did the robbing.

There was growling in the cage.

Dr. Eggman: Not yet, our pet! When there's no sunlight, that's your cue.

They continued their work on the experiment.