It was night, but he could hardly tell from where he was standing. Dr. Octavious's arms were grasping onto the top of a giant neon light. The Daily Bugle is what it read and if the doctor was ever going to find Spider-Man, this was the place to be. He hung there for nearly an hour, and his metal arms started complaining.

'Master…' one started. 'We are tired and wish to relax…'

"I thought I told you to be quiet!" Otto nearly screamed.

'But Master, Parker will never come to you…" the lower right arm stated. 'We must go to him…'

"If I go searching for him, you monsters will influence me to kill people again. I can't do that! You creatures are a gift to me, and I must use them for the benefit of mankind."

'Do not give us that crap!' one said loudly. 'We are more than gifts to you! We are your Creations! Your Children!'

'Indeed…' another said. 'You are like God to us…We love you, Master…'

"You idiots can't love!" the doctor yelled again. "I created you to help me with my research on sustained fusion. I didn't plan on having to baby-sit a bunch of whiny brats such as yourselves!"

The two lower arms dropped in sadness while the two upper arms remained grasping the neon light. Octavious pet one of his 'children' slightly.

"I'm sorry," he said quietly. "I didn't mean to lose my temper. But you must understand that if you wish for me to 'love' you, than you must obey me, such as a real child would do. Do you understand?"

They gave slight nods, and then looked up suddenly. 'It is Parker!'

Octavious smiled nervously. It has been awhile since their clash at the dock and he prayed that Peter would forgive him. He saw a silhouette in the distance, a built man with string coming out of his hands. Parker was still playing the hero gimmick.

However, Otto also noticed another shadow, this one with blue electric bolts emerging from it's hands. The doctor recognized him almost instantly.

"Shocker,"

This was his chance! He would go down there, help fight off the electric baddie, then Spider-Man would have to forgive him!

Loud clinking noises could be heard as Doc Ock climbed down the Daily Bugle building and joined the fray. A metal arm caught the Shocker by complete surprise and he went flying into an opposing building. Otto smiled at his accomplishment, then turned and faced his former foe.

"Dr. Octavious!" Spider-Man cried. "How did you…I mean, what…?

"I don't completely understand it myself, Peter," the doc started. "But I'm back and I wish to help you."

The web-head looked nervously at the doctors robotic claws. "I don't think I can trust you just yet, whoever you are!" Peter said. "But if you wanna help me beat up this jerk, be my guest."

'He doesn't trust you…'

"Be quiet!" Octavious whispered to his tentacles, who then carried him over to the fallen foe.

"Dr. Octopus?" the Shocker exclaimed, holding his now-bruised head. "That's impossible! Man, I must've hit my head harder than I thought."

A web flew into the eye-holes of Shocker's mask. "Yeah, I'm beginning to think that myself, Shocks." Spider-Man said.

Blinded, the Shocker blasted currents of electricity aimlessly, exploding through cars and concrete, and just nearly missing the two heroes. When he got the chance, Doc Ock grabbed Shocker with a claw and catapulted him up in the air. Spider-Man then web-slung the helpless villain and hammered him into the ground. With a couple gasps and a muffled moan, the Shocker fainted. Spider-Man looked at his new ally.

"Well, I must admit," he said. "We do make a pretty good team."

"That we do, Parker." Otto said proudly. "I can now see why Conners called you 'Brilliant but Lazy.'"

Peter shrugged. "I'm trying a little harder, but being Spider-Man has consumed my life. It's hard to stay awake in his class when I spend all night…" he looked at the fallen Shocker. "…picking up trash."

"I understand," Doc Ock said. "Peter, follow me up to the roof of the Daily Bugle. We have to talk."

As they climbed up the building they heard J. Jonah Jameson screaming about something…again. Octavious couldn't help but smile.

"Has your boss gotten any nicer while I was gone?"

Peter laughed. "The possibility of Jameson getting nicer is the same as a creature from an alternate reality invading Earth." (Oh, how ironic is that statement?)

Once they reached the top, Otto sat down next to a small, wooden box employees from the Bugle forgot to throw out.

"Peter," he began very seriously. "Do you think it's possible for me to become a hero like you?"

Peter took off his mask and Otto saw the look of confusion and shock on his face.

"What do you mean 'hero like me?' The people of this city hate me. I get no credit at all for my hero work."

"But you do it just the same…Why?"

Peter looked at his feet. "Well…Because it's the right thing to do." He thought back to his dear Uncle Ben who died in his arms. 'With great power comes great responsibility.' is what he said, and those words stuck in Peter's heart like a knife. Even though the work was hard and troubling at times, the young hero knew that he needed to do what's right, even if that meant giving up the things he wanted most.

"That's why I wish to join you." The doctor said. "I have nowhere else to go and…I know that's what Rosie would've wanted."

Peter looked at the sad expression on the former villains face and nodded slowly.

"You can try, doctor," he stood up. "But don't expect the people or the cops to like it. Chances are they're not going to welcome you back with open arms."

Otto nodded. "I understand. Thank you for giving me another chance."

Peter put his mask back on. "Your welcome," he started walking towards the edge of the building then looked back.

"Doc,"

"Yeah?"

"…It's good to have you back." And with that Spider-Man jumped off the building and webbed off into the night, leaving Dr. Octopus on the roof, smiling.

"Faster!" the Emperor cried. He just put his new apprentice into a large battleground on the shattered planet of Datooine. Storm troopers were everywhere, shooting at the Sith lord with blasters. Four training lightsabors of crimson color were in the four-armed cyborgs possession as he deflected blaster shots every which way. As a huge storm of troopers ran in his direction, he threw his hand out in front of him and concentrated. Although it wasn't nearly as powerful as his master's, his Force push sent them tumbling over like dominoes.

After a few more 'casualties', Grievous turned off his training sabors and approached his new master.

"Very good, my young apprentice." He said grimly. "Now you training is almost complete. To become a true Sith, you must destroy a Jedi."

"But the Jedi are extinct, my master." The cyborg stated. "You cannot expect me to kill a Jedi if there are none left."

"Ah, but there are, Grievous." The Emperor laughed. "I sense the Light side of the Force in strong amounts on the planet Dagobah. Go there and destroy the remaining Jedi."

Grievous smiled behind his skull mask. "Soon, the entire galaxy will be ours…without any Light to interfere."