Man Out Of This World.

"I will not die a monster." Dr. Otto Octavius, also known as Doctor Octopus, muttered under his breath, the heat of the miniature sun he created weighing down on his face. His four metallic A.I. tentacles were screeching in his mind, begging that he find another way to submerge the machine. They know what is coming next, and Otto completely accepts his fate.

NO, FATHER!

We beg of you, please don't do this!

You're going to DIE!

He screams out, trying to drown out the artificial intelligence's screeching and maintain control over his mind, while controlling the tentacles and making it destroy the pillars one-by-one.

Peter Parker and Mary Jane escape the collapsing pier as the unstable solar flares lashes out and makes the roof and walls crumble. There is no doubt in Otto's mind that the kid will survive and escape.

Otto crashes into the water once the machine is completely submerged. As expected, his plan to drown the miniature sun succeeded.

It is time, he thought as he sinks further and further in the depths of the Hudson River. Rosie, I'm coming home.

The tentacles are offline, his exhausted and heavy body sinking below, and his mind becomes empty. Otto welcomes death.


"The entire world is about to forget that Peter Parker is Spider-Man." Dr. Stephen Strange declares, activating his spell.

Peter Parker's eyes widened. "Wait, everyone?"

Dr. Strange shoots Peter a look as he continues the spell. Maybe they should've spent more time talking about this plan.

A panicked Peter walks up closer to the Sorcerer Supreme. "Can't some people still remember?"

"That's not how the spell works," Strange answered annoyed, waving his hands in the air, the runes and orange energy forming a perimeter between the two heroes. He maintains his focus on the spellcasting.

"So MJ's gonna forget everything we've ever been through." Peter muttered.

"Stop tampering with the spell." Dr. Strange warned. He is losing focus.

"Oh my God, Ned! He's my best friend."

"I MEAN it, Peter." Dr. Strange scowled.

"But my Aunt May really should—"

"STOP TALKING!" Dr. Strange shouted. The spell circle exploded, resulting in Strange and Peter moving in different dimensions across space and time.

Stephen lets go of the spell.

"What just happened?" Peter asked.


May Parker and Happy Hogan were walking this afternoon, along the riverbank of the Hudson River. They made up after their earlier fight when Peter returned from his trip, in which they weren't agreeing on whether it was a "fling" or a "long-term" thing. They agreed to keep seeing each other, and that they weren't going to think too much into it. Happy knows May has had it rough. She lost her husband long ago, and together with the stress of Peter's publicity and trial he knows that adding relationship drama to the mix was the last thing she needed.

"Thanks for coming to see me, Happy," May sighed in relief. She needed a break, after hiding out in her apartment from the press and paparazzi, ever since the world realized her nephew is in fact Spider-Man. She is wearing a hoodie and sunglasses, trying to hide her appearance as much as possible. It is strange trying to hide this way, almost like a celebrity.

"Of course. I figured you could use some company." Happy grabs her hand in reassurance. "Where is Peter anyway?"

"He said he had to meet a mentor or something for a question he had." May shrugged. They walked a little bit in silence, enjoying the cool, October breeze. May looks out to the Hudson River on her left.

"Can I ask you something?" Happy was looking on the ground, watching his steps.

"Sure, what is it?"

"I wanted to ask—"

"OH MY GOD." May shouted, immediately letting go Happy's hand. He shifted his attention to the Hudson River.

"What?"

"There is a man down there." She grabbed the rails and pointed. An unconscious (or dead) man in a trench coat is floating in the water. "We got to help him Happy!"

They climb over the rails and rush down the grassy hill to the riverfront. Happy takes off his jacket and jumps in.

"Hold on!" May shouts to the man. Happy swims to the man and grabs him. He is heavy, Happy thought has he struggles but eventually made it back to the shore.

"Is he alive?" May asked, worriedly. They immediately notice the machinery on the man's torso and the four snake-like appendages behind him.

Happy checks the man's pulse. "I can hear his heartbeat." He examines the man a little closer. "What are these things?"

May kneeled next to the two of them and began applying CPR. The man coughed after a few attempts.

"Are you alright?" May asked gently, leaning over to see the man's eyes. He had a sad look, a grief-stricken look that is almost too familiar to May.

"I'm sorry, Rosie." The man grabbed May's hand and tried to sit up. He laid back down from exhaustion.

"May, we need to call 9-1-1," Happy grabbed his jacket, looking for his cell phone.

The tentacles jolted online. All four arms raised itself above the group, ready for attack. May looked in fear and Happy tried to put himself in front of her. "Get back!"

"STOP." The man growled with eyes wide open. May and Happy looked at the man, and it seemed like he commanded the arms to stop. He put his hands on his head and leaned over. "No hospitals…please…" He passed out.

May and Happy looked at each other.


"AGHHHH!" the surgeon cries out before the tentacles rush in and stabs him. Otto is awake, but blindfolded. A tentacle removes the blindfold. He smells and see blood everywhere. Not a single surgeon or nurse was left alive. Otto got up on his knees, sick to his stomach.

"NOOOO!" Otto sits up, fully awake and covered in sweat. He breathes heavily and stares in front of him. He had a nightmare.

He was on a medical bed, hooked on to I.V. and EKG. His eyes were sensitive to the light.

"Where am I?" He anxiously looked around his surroundings. Did the arms kill…again?

A beautiful woman enters the room with some bandages. She stopped in her tracks when she realized that Otto was awake.

"Happy!" she shouted out. "He's awake!"

Otto became cautious, but the woman tried to be reassuring.

"It's okay, we're not gonna hurt you," she said gently. Otto kept looking at her. Her voice and demeanor remind him of Rosie.

It's okay, father, he heard a voice in his head, the A.I. from his arms. We listened and they listened.

Otto started to listen intently. "Where…am I?"

"We're at Stark Tower," the woman answered. "My friend Happy got us here pretty quickly. He knew someone that could help you, but for now, you're dehydrated and suffering from burns. I got something that could help." She motioned to the tentacles. "Your friends…helped."

Otto winced in pain when he touched his face. He indeed has radioactive burns from being too close to his fusion machine.

"My name is May." She pointed at herself and sat on a chair closer to his bedside. "What's your name?"

"Otto. Otto Octavius."

"Nice to meet you, Otto. We found you floating on the river, totally thought you drowned or something." She started disinfecting his wounds.

"You're not too…upset about all this." He pointed at his tentacles that hover freely behind him. "You don't realize what I am don't you?"

"Well, when you live in a world where aliens, robots, and wizards are a thing, and half the world was blimped away for a couple of years, nothing really surprises me anymore."

"What?" What is she talking about?

Before he could ask more questions, Happy entered the room. "Oh, you're awake." He cautiously stood next to May.

"The name is Happy." He slowly reached out to shake Otto's hand. Otto returned the gesture.

"My name is Otto."

"So…what happened? And why can't we take you to the hospital again?" He looked at the arms again. May might not be as cautious about the machines, but he certainly is.

"I figured everyone knew what happened by now. I was on the front page for a while. The Daily Bugle pretty much dubbed me as 'Doctor Octopus'," Otto raised an eyebrow when his newfound friends had no reaction to his answer.

Happy and May looked at each other, then back at Otto.

"You've been on the news? First I've heard of it." May checked her phone to see any articles about it. Wait, that phone looks…kinda advanced. I don't remember phones looking like that.

"The Daily Bugle? That tinfoil hat garbage?" Happy started to joke.

Otto widened his eyes. What…? "Tinfoil…hat?"

"You know, the whole Info Wars kinda thing, that J. Jonah Jameson is a joke in my opinion…"

"What the hell are you talking about?"

"What are you talking about?" Happy shot back.

The conversation was interrupted when all three could see a huge anomaly out the Stark Tower window. The Empire State Building appearing upside-down in the cityscape.


One chaos after another. New York – or rather, the universe—was in upheaval as multiple variants of the buildings seemingly stretch out and collide. Then disappears. What no one in any of the world could understand is that different timelines were colliding (minus the TVA, et. al).

The upheaval lasted momentarily, and seem to be returning at different points in time.

Otto discovers that this was a New York, but not his New York.

In this world, the year was 2023, unlike his world which was in 2004. But he wasn't sent to the future- none of the events in 2004 ever happened.

Happy and May explained what happened, thinking maybe Otto had lost his memory. May is indeed Peter Parker's aunt. Didn't he have an elderly aunt…? He thought.

Peter Parker is still Spider-Man. That is the one constant between his world and this one. He looks different and is aged different, but that web-slinger is still the same.

Otto was examined by a Wakandan Princess named Shuri, confirming what he already knew. The smart arms were permanently fused with his spinal cord. Any attempts to remove them would be impossible.

But why would you want to get rid of us? The A.I. mocked. Otto didn't answer. Does it mean he's unable to live a normal life?

"Can I ask what happened?" Shuri asked, breaking his train of thought.

Otto explained everything. The fusion project. How he got his arms. Rosie. Spider-Man. How he almost destroyed the world…

"How is this possible?" Happy was confused, wondering if Otto is crazy.

"I have an idea, but I'll need to investigate," the genius massaged her chin, admiring the technology of the arms. "Meanwhile, I'll do what I can to repair the inhibitor chip Dr. Octavius. If left unchecked, the A.I. might take over your mind permanently."

Otto looked at his arms. He can feel them wanting to take control, the thirst for power seething at the brim of his mind. But for now, he has a stronger willpower.

May watched Otto struggle in thought. She is reminded of when she lost Ben a few years ago, but Otto is completely and utterly alone, with no way home.

"Doctor Octavius," May touched his shoulder. "Will stay with me and Peter, until we figure this out."

Happy seemed to want to say something, but decided against it.

"I'll keep in touch," Shuri waved good-bye before heading out of the hospital wing.

Happy's phone started to ring. "Hey Pepper," he answered. "Yes, thanks for letting us use the med wing. Yeah, I'll explain more when I come see you. Ok I'll be there shortly."

Happy looked at May. "I have to return to Pepper for something urgent. Be safe, ok May?" He grabbed her hand.

"I'll be fine."

Happy shot Otto a cautionary look, but Otto gets it. He's a stranger who in his world tried to blow up New York. Who wouldn't be wary?

Happy directed Otto to a wardrobe room in Stark Tower, in which Tony used to keep extra clothes. "You might want a new set of clothes before heading out."

Otto looked around for something he could hide his tentacles in.

A chauffeur, courtesy of Pepper Potts-Stark, picked up May and Otto to take them to the Parker residence. Throughout the trip, May tried to call or text Peter, but to no avail. Otto was able to wrap the arms around his torso under the new trench coat. The turtleneck hides the scarring.

"Sigh. I wish he'd just pick up the damn phone." She frustratingly put down her phone and sighed, looking out the window.

"Peter can be a smart kid. Brilliant, but lazy," Otto remarked.

"Your Peter and mine both."

When they arrived, May thanked the chauffeur and offered to tip him, but he declined. "Mrs. Stark sends her regards."

It was completely night time by the time they arrived. Surprisingly, the press and police wasn't crowding the building like usual. Seems like the upheaval from earlier has shifted the media attention for a while.

May and Otto entered the apartment. May was red with embarrassment when she saw her bra was out on the couch.

"Um," she tried to hide it, "sorry for the mess, it's been a depressing mess around here, trying to camp out and all," she straightened out a sofa pillow and threw away some trash.

Otto smiled. Rosie used to be like this. When Peter first came over for lunch that day they met, Rosie was a frantic mess cleaning up their condo. Their home was surrounded by paper, books, and ramen cups. All those late nights researching fusion energy, and Rosie writing and grading college students' literature essays.

"Thank you, Miss Parker," Otto massaged the back of his neck, "but it's ok, you don't have to worry about me."

"Nonsense! You're a guest. And please, call me May." She fishes out sheets and blankets from the linen closet. "Are you getting hungry? I can order some take out."

"Yes, please."


Somewhere, in New York City, the Green Goblin is hovering over the night cityscape, plotting his revenge against Spider-Man.