How's it hanging, y'all!? Me and ERoc901 Tha Clean Up Man are now set for the next chapter. This time: Spidey has to fight his own dark side as Doctor Octopus has planted a microscopic Octobot into his brain, and he uses it to control Spidey's body, and ends up calling him the Superior Spider-Man, making him act like a cold blooded killer. So now it's up to Black Widow, Ant-Man and Phil Coulson's team to get it out of him. Can they do it? Stick around!

Disclaimer: Same as before. I also do not own any of the songs in this story. All rights to them go to their respective owners. I know I should've done that earlier in the story, but I'm sorry I didn't.

Chapter 8: Superior Spider-Man Attacks!

It was another awkward night at the Triskellion, Spider-Man was placed inside a straight jacket, even if he was unconscious. He began to wake up, and got a look around. "Ow. Oh my head." he said as he felt a pain in his head. "Where am I? What's going on?" he looked down at himself. "And why the hell am I wearing a straight jacket?" In his thoughts he said, "Okay, yesterday after Natasha and I got done with our mission in Transylvania, we took a shower together. Then after we left the Helicarrier, we patrolled the whole city. After that, we went to the mall to go shopping for clothes for her, mainly some new bras to fit her newly founded bigger boobs due to the side effects of being turned into a werewolf and back to normal. We had a bite to eat, she then felt stuffed. We went home and she put on a little show for me by dancing in her undergarments as I watched, we kissed and touched each other all night long. Did I forget to mention that he has a Stacy's Mom kind of body? Yes, she does. After that we went to sleep." he snapped out of it when he heard footsteps approaching.

"It was then that Black Widow, who had gone busty, was in her S.H.I.E.L.D. uniform. It still fit on her, even if Spidey couldn't keep his eyes off her. "My eyes are up here, Spider-Man." she said pointing at her face. "Are you alright?" she asked. "After what just happened earlier, I'm really worried about you."

"Thanks a lot, Black Widow." Spider-Man said to his girlfriend. It was then that Phil Coulson, Melinda May, Leo Fitz and Jemma Simmons joined Black Widow "I hate to be blunt, but can you guys tell me what the hell is going on? My head still hurting over something I don't know anything about."

Melinda and Phil looked at each other, and Melinda nodded her head, denoting they had information for him. "Pay attention to the monitor, Spider-Man." Coulson said. "You'll get your answers from J. Jonah Jameson wia Daily Bugle News and more from us."

"And believe it or not, you're not seeing things." Melinda May informed. "The footage your about to see is 100% real."

Spidey looked to the monitor and saw his biggest critic ranting as always. "This is J. Jonah Jameson reporting live on Daily Bugle Communications. Our top story tonight, a serious incident has happened in Manhattan, and it involves that masked menace Spider-Man!" he said.

"So what? He always criticizes me all the time." Spidey stated. "That's no big deal."

"We have the footage of the wall crawler attacking innocent civilians that resulted in 10 injuries, 1 death, damage of public property, vandalism on police cars and thus far scarring little kids and making little babies cry!" Jameson ranted again. "Because of his actions, every New Yorker is calling for the arrest of that arachnid menace! One way or another, Spider-Man must answer for every horrendous thing he's ever done and we cannot rest until he does!"

Spidey was shocked by this whole thing and felt like he was gonna break down crying, like the time he was betrayed by the original Scarlet Spider, and the times he nearly lost Harry Osborn and Mary Jane. "NO! It wasn't me!" he said, breaking down. "I've been framed! Someone must've impersonated me and did those things! I know I had my fair share of issues with everyone in New York but I would never do anything to hurt them!" he began to sob and cry in sadness.

"I believe you, hon." Black Widow said, comforting him. "That's why Leo and Jemma found the source of what happened to your behavior when they examined you after had to take you down with a tranquilizer before you got any further."

Spidey sniffed as he felt his sadness growing. "Okay, then. Leo, Jemma, what have you found out so far?" he asked.

"Well, all we know so far is that your brain was hijacked beyond your control." Leo stated. This had Spider-Man completely baffled.

"Yes, and as much as I hate say this, but Spider-Man, somehow someone must've hijacked your mind and caused you to do these terrible things to everyone." Jemma added, showing a scan of Spider-Man's brain.

"But, who would do such a thing to..." Spidey stopped mid sentence, and felt his brain hurting from the inside. He screamed in pain.

"Spider-Man!" Widow screamed as she saw this.

"Aaaaaahhhhhhhh!" he shouted in pain. "My head! Does anyone have an aspirin?"

"No, but I'm inside your head, which I'm going to take control entirely." Spidey then heard the voice of his nemesis, Otto Octavius/Doctor Octopus.

"Doc Ock. N!" he gasped before he blacked out.

"Spider-Man!" Widow shouted in fear, and rushed into the cell to try and wake him up. "Spidey, wake up! Spidey!" she tried to get him up, but it didn't work.

"Get a medic!" Coulson ordered. "We need to get help with..." then there was a maniacal laughter showing up in the room. The S.H.I.E.L.D. agents all looked around for it, but then they found it.

"That laugh. It came from Spider-Man!" Melinda stated, as she got into a fighting stance.

Black Widow gasped in horror, "Spider-Man?" she wondered, but got shoved to the ground.

"Not anymore!" 'Spidey' said with a venomous look on his face and his voiced sounded like Otto. "He's mine now!" he declared while laughing insanely.

Leo and Jemma were surprised to hear that. "That voice..." Leo said.

"Oh dear!" Jemma said. "This is not good."

"Doctor Octopus!" Black Widow said, vilely. "What the hell have you done to Spider-Man?!" she demanded.

"Oh, nothing much, Black Widow." Ock started off. "I took over his body by using my very special new Octobot pod that is capable of controlling the human brain after I shrunk down to microscopic size with it while he was sleeping." he told them. "Meaning that I'm turning the entire world against him by using his powers and abilities to far superior use than him and destroy his reputation as a hero." he laughed evilly.

Unbeknownst to them, someone was recording this whole thing. "Damn it all to hell." the someone whispered to himself.

(I Want You Back by NSYNC plays)

However this made Black Widow really angry, she punched him in the eye, and grabbed him by the neck. "Let him go you monster!" she demanded. "Let. Him. Go!"

"Never you feeble minded Jezebel!" Doc Ock refused to let Spider-Man out of his clutches. He then tore the straight jacket off like it was nothing, and broke free.

"Incredible!" Leo said, in awe. "He tore off his straight jacket with Spider-Man's own super strength!"

"It seems that Doctor Octopus is living up to what he said he was going to do!" Jemma stated. Ock ran out of the cell, and into the hallways.

"He broke out of his cell! We have to stop him!" Coulson ordered, as everyone followed him to intercept the scientist who hijacked the spider hero's brain.

"Damn straight we are!" Melinda said, as they pursued him.

"Don't bet what you can't win" Ock said, steering Spider-Man's body to the right, then straight down, he then jumped in the air and was about to hit Leo and Jemma.

"Fitz, Simmons run!" Coulson instructed, and they did so to get away from SpiderOck's flying kick.

"We'll get some backup!" Leo said.

"Be careful!" Jemma added.

Octavius kept on running down the hallways, until he reached a different area. "Incredible! I'm using the body of my arch foe to his full potential!" he said, feeling excited even for a evil genius. Then all of a sudden, Black Widow jumped on him and grabbed his arm.

"Do you know what I hate about you Octobreath?" Widow asked.

"No, what is it Romanoff?" Ock wondered.

"The fact that you're an arrogant, annoying narcissist!" Widow insulted the mastermind, who then delivered a flying forearm to her stomach.

"You'll pay for your insults, Black Widow!" Ock said, threatening her. "You and the rest of the Avengers!"

"Make me, asshole!" Widow said, as she charged at him with the glowing batons from one of her other costumes. She then tried to whack his body, but he countered with a boxing punch. And then a roundhouse kick to her arm, then sweeps her to the ground.

"Ha! You were saying?" Otto taunted.

"Damn!" Widow muttered. "Everytime I attack, he parried and countered my moves."

"That's because I have studied you both." Ock stated.

"Like I told Spider-Man, my eyes are up here, you pervert." Widow said, pointing at her face while she felt like Ock was ogling her.

"Very funny." Ock said, dryly. "I especially know your secret."

Widow's eyes grew wide with horror. "What?" she muttered.

Ock could see it in her eyes. Eyes that were narrowly beautiful, even when enraged. "So it's true." Ock said. "You have feelings for him, don't you?"

Black Widow was shocked. "But how did..." she was stopped mid-sentence.

"After I took over his body, my machine poked around his mind and retrieved any vital information I could use." Otto said, confessing what he did. "And it was only then that I learned about your relationship with Peter Parker, and also about his new costume's abilities to switch between different ones, including the one I'm about to use." he pressed the spider logo on his chest and switched to the red and black infiltration outfit.

"No!" Widow gasped.

Otto began to admire the look of it. "This look is absolutely, astoundingly perfect for me." he said. "Now that Spider-Man is under my control, I shall call myself the Superior Spider-Man!" he said, as he used the mechanized arms on his back to get out of the Triskellion. This shook Natasha to her very core, and then she looked outside to see him get farther away as he went off into the light of the full moon.

After 'The Superior Spider-Man' broke out of the Triskellion, Black Widow and the others reported about it to Nick Fury, and he tried to piece this whole thing together. And with Black Widow, Fitz, Simmons, Melinda May and Coulson were Lance Hunter, Daisy Skye Johnson/Quake, Alphonso 'Mack' Mackenzie and Bobbi Morse/Mockingbird. They were updated on the situation. "So, let me get this straight." Fury started off. "You're telling me that Doctor Octopus took over Spider-Man's body by hacking into his mind with a new form of Octobot and caused a series of incidents in New York City?!" he wondered, sternly.

"Yes sir. That's exactly what happened." Coulson said very accurately.

"That happened to me the last time he did this." Fury stated. "And to be honest with all of you, I sure as hell don't want to talk about it." It was true, last time Doc Ock infiltrated S.H.I.E.L.D. Academy, he used an Octobot to take control of Nick Fury remotely, but Spider-Man, Iron Spider, Power Man and Ant-Man stopped his scheme and arrested him, before he broke out again.

"Never mind that, sir! We need to act now and stop Otto Octavius from destroying any more lives and the city along with them and Spider-Man's reputation as a hero!" Black Widow said with a fiery determination pumping through her blood stream. "The more we waste debating on the situation, the worse the situation gets when Doctor Octopus abuses Spider-Man's powers!"

"Romanoff's right." Coulson agreed with that statement. "We need to act now and stop him!"

Fitz wondered, "So, what do you propose we do, Natasha?"

"Well Leo, I've contacted Ant-Man to come here because I came up with a plan to save Spider-Man and the city without harming him." Black Widow broke out into an elaborate explanation. "And in order to do that, I'm going to recruit the other heroes as well."

"Your fellow Avengers?" asked Quake

"No, the Web-Warriors from S.H.I.E.L.D. Academy." Natasha replied to the Inhuman earth-breaker.

Mack wondered about it. "Are you sure about this Romanoff?" he asked. "This Doctor Octopus guy is as worse as Grant Ward and Red Skull."

"No doubt about that." Widow replied to the mechanic. "Spider-Man's in this mess because Doc Ock got him into it."

"Bullshit!" Melinda May did not agree with what Natasha said. "Spider-Man's in this mess because he made a reckless mistake by letting Doc Ock enter that webbed up head of his. Which was stupid if you ask me." she said, which as a result a very angry Black Widow punched Melinda in the face. This made everyone jump in fright.

"Don't EVER say that again or I'll do worst to you than knocking your fucking head off!" Natasha hissed at the S.H.I.E.L.D. agent.

"Like hell you will!" May said, as she nearly hit her back but both of them were stopped by a very mad Nick Fury speaking into the monitor.

"ENOUGH! BOTH OF YOU!" he shouted. "I don't give a damn if you two want to fight each other but if you don't stop your fucking arguing, we'll lose Spider-Man to Doc Ock! He may be a royal pain in the ass sometimes, but he's one of the best damn heroes we got and we can't afford to lose him." He admitted to everyone in the room. "Black Widow will be in charge of this mission. Do whatever it takes to save Spider-Man and stop Doctor Octopus before he goes too far."

"We're on it sir. Let's move out!" Widow ordered, but the she turned around and said, "And, boss. Thank you for letting me lead this one."

"Anything for my personnel." Fury replied, as the monitor shut off ending the transmission.

Lance then went over to Mack. "Remind me not to get on Natasha's bad side." he said.

"You're telling me." Mack accepted as the two of them shook hands.

Quake and Mockingbird were not amused by the way Melinda acted about Spider-Man, they supported Natasha's secret relationship all the way, and kept it hidden from Nick Fury, but their eyes were narrowed with disappointment towards Agent Melinda May.

"That was really stupid of you, May." Mockingbird said, getting intense. "You shouldn't have said that fowl thing about Peter."

"What she said." Quake agreed with what Bobbi stated. "Next time, tread very lightly Melinda. She's just worried about him, and she has a right to be angry, so knock the shit off." they then walked past her in protest, leaving Melinda May stunned.

"Save it, Daisy. I'm not in the mood right now." Melinda stated.

"Alright. I'm just saying." Quake replied as they walked off to the briefing room.

Just then, Phil walked up to Black Widow. "Natasha, do you believe this plan of yours will work?" he asked, as she turned her head to him with her eyebrow raised at him. "I'm just asking out of concern."

"It has to work Phil, because I'm NOT going to lose Spider-Man." Natasha replied, with a vengeance sound in her voice. "Not after everything that we've been through together."

Coulson then asked, "Have you gotten close with him?"

"More than you know." Widow replied. "He's more than my partner, he's also my friend. Nothing more." she then went over to communication system. "Attention all superheros and S.H.I.E.L.D. Academy students, report to the briefing room NOW! We got a mission to accomplish!"

(Song Ends)

One by one, the young heroes all arrived in the briefing room. Iron Fist, Power Man, Nova and White Tiger got off first, and were followed by a girl with blonde hair, blue eyes and a crescent moon mark on her right eye, standing next to a brown skinned man in a black and navy blue cape with glowing white eyes. This was Tyrone Johnson and Tandy Bowen, also known as Cloak & Dagger. With them were a guy in a military armor based Spider costume with a big white spider logo on his chest and back. This was Eugene 'Flash' Thompson, Agent Venom. He was alongside a guy in a Spider armor that looked like Spider-Man, but in the colors of the Iron Man suit, this was Amadeus Cho, the Iron Spider, and lastly with the heroes was a girl who had short brown hair, a black band in her hair, hazelnut eyes and was dressed in a brown and gray costume with a giant tail behind her. This was Doreen Green/Squirrel Girl, and with her were her little friends Tippy Toes, Monkey Joe and Mr' Lieberman.

"Alright, Black Widow, we're here." White Tiger said. "Now, what's this mission about?"

"And where's Spider-Man?" Iron Fist wondered. "It's not like him to skip out on a mission and not lead us."

"This mission is about Spider-Man." Widow started explaining what happened with the aid of the holo-screen that was being used for this. "It would seem as though Doctor Octopus used a new Octobot to hack into Spidey's brain and took over his brain."

Coulson continued with her. "And there are several news reports on the current destruction Doc Ock is causing in New York with Spider-Man under his control." he said to the young heroes.

"So I assume that it wasn't mind control, but a body possession with the use of mind hacking tech created by Dr. Otto Octavius?" Iron Spider wondered.

"That's exactly what we said, Cho." Natasha replied. "For all we know Spider-Man is still trapped inside his own mind with his enemy at the driver's seat." she stated to them in serious tone.

"So what's the plan, besides kicking Doc Ock's ass and getting webhead out of this fix?" asked Power Man.

Natasha laid down the formula for this plan as to the point as she could. "I'll take Coulson's team and take charge of this mission if Melinda May get's her head out of her ass, get inside his body, go up to his brain, destroy the Octobot, take down Doc Ock and free Spider-Man from his control all at once." she said to the Web-Warriors.

"Sounds like a good idea except for one thing." Nova interrupted Widow's explanation. "How are you gonna get inside the webhead? And most importantly, how did your boobs get so..." he was stopped in mid-sentence when Natasha slapped him in the face so hard, she left a hand print on him.

"First of all, don't ask. Ever." Widow said, feeling angry with Nova's smart remark.

"Whoa, sorry." Nova said, feeling defeated in a way.

"And secondly, I called on a former member of the Avengers to help us, because of his experience with shrinking down to a microscopic size and entering someone's body through the bloodstream." Natasha added, as an ant with a wing-pack flying into the room. The insect landed on the table, and a humanoid being dismounted from it.

"And that's where I come in." said the humanoid who got off the ant. He wearing a red, navy blue and silver outfit with a cybernetic helmet. This was Scott Lang, a former electrical engineer turned ex-convict who became Ant-Man after Dr. Hank Pym retired from it.

"Ant-Man!" the young heroes said in unison.

"So, that's Scott Lang?" asked Melinda.

"Yes." Coulson replied. "All he wants to protect his daughter, Cassie."

Mack, Leo, Jemma, Bobbi and Lance were amazed. Lance felt like something or someone touched his heart. "Now there is father, making the world safer for his little girl." Lance said, admiring Ant-Man's method for protecting his family.

"I came here as fast as I could." Ant-Man said, turning his attention to Natasha. "The Pym Particles are ready to shrink us whenever you're ready Natasha."

"Good work." Widow said. "Ant-Man will join us on this mission as well. Coulson, Fitz and Simmons will remain here to monitor Spidey's condition. The rest of you keep the so-called "Superior Spider-Man" busy until we severed Doctor Octopus' hold on Spider-Man's mind and body." she then showed everyone the picture of the costume Spider-Ock was wearing.

"Wait one second there." Agent Venom halted the remainder of the briefing. "Did Ock call himself the Superior Spider-Man when he took possession of Spider-Man?" he asked the redhead agent.

"That's what she yapped about, Flash." Squirrel Girl said, slapping Flash in the back of the head. "Even the costumes seiz it all."

Leo and Jemma then spoke to each other, "I don't know about you Jemma, but when and if we do save Spider-Man from Dr. Octavius, maybe we should work on upgrading his costume some more as an apology to him." Leo said.

"Sounds like a marvelous idea to me, Leo." Jemma agreed.

"Alright everyone. You have your orders. Now let's move!" Black Widow said.

"Right!" the heroes said unison again, but then footsteps were approaching the briefing room, Mack heard them.

"Wait!" Mack said, halting them. "Do you hear something?" he asked, and he noticed an smart phone with a light blue casing around it in the background. "Someone's watching over us right now." he denoted.

"Mack's right." Lance agreed and pointed to where it was. "And that someone came from over there."

Squirrel Girl's squirrels stood at the ready to pounce it, White Tiger had her claws out, Power Man and Iron Fist stood along with Agent May, Quake, Mockingbird, Ant-Man and Nova, Agent Venom and Iron Spider armed their weapons at it, and Widow armed her gauntlets and pointed them at the corner. "Alright, whoever you are, come out of there and make this quick!" she demanded. "Because I am not in the mood for playing games with you and we're really short on time!"

The one who stepped out of that area was wearing a dark gray outfit with a red shirt and mask with white goggles and a blue ripped up hoodie. It was Scarlet Spider, who had been recording everything that was happening. "Relax Black Widow! It's only me." he said, holding his hands in the air.

"Scarlet Spider? What are you doing here?" Widow asked. Everyone was shocked to see Scarlet Spider standing in front of them. The last time Scarlet Spider appeared, he went by the name Ben Riley, he betrayed the Web-Warriors for Doc Ock's Sinister 7, but in the end he sank HYDRA Island into the harbor. But this one was different from the other.

"I just thought I'd come here and lend you a hand in saving Spider-Man and New York from Doctor Octopus' iron grip." Scarlet replied.

"Sure, why not?" Natasha confirmed, giving him the go. "I could use some more help."

Leo got a good look at how Scarlet was dressed. "You know, it's strange." Leo said. "You look a lot different from the last time we saw you."

"That was my clone you saw who betrayed you all." he stated. "I'm the REAL Scarlet Spider."

"A bloody clone?" asked Lance. "You sure he wasn't a Synthezoid?"

"I'm sure of it, Lance Hunter." Scarlet replied.

"Wait a minute." Venom said. "So, you're telling us that you're not Ben Riley?"

"Damn shocking right, I'm not." Scarlet Spider added. "But, if I reveal my identity to you all, promise me you don't tell Peter Parker about it."

"Why?" Black Widow asked.

"Because he would not be ready to know the truth about me or his past yet."

The teenage heroes all looked at each other, and wondered what he meant. As did the S.H.I.E.L.D. Agents, and it was then that Black Widow agreed with the terms he laid out. "Okay, you got yourself a deal on that one." she said.

"Okay, here goes nothing." he took his mask off and revealed his face showing a boy with blue eyes, and messy brown hair with blonde in the front that looked like Peter.

"Kaine? Is that you?" Natasha asked.

"Yes Nat, it's me." Kaine as he was called replied.

"No way!" Flash said, as he looked at him. "He looks just like Peter Parker!"

"Tell me about it, Flash." Nova remarked. "What or who are you? Peter's cousin?"

"No, Samuel Alexander." Kaine replied. "I didn't want to alarm you all, but my full name is Kaine Parker, I'm Peter's long lost older brother."

This news shocked everyone in the room. "HIS LONG LOST OLDER BROTHER!?" they all shouted in unison. Flash screamed like a girl when he heard this, as did Nova before he fainted.

"That's right." the now revealed Kaine Parker confirmed.

"Whoa!" Quake said in surprise as she admired him. "I can literally see the resemblance between you and Spidey."

"But, I gotta know." Amadeus Cho said. "Why were you not seen after all these years?"

"Because, I ran away from my family before Peter was born." he admitted to him leaving his home behind years ago. "After I did so, I collapsed in the Phoenix, Arizona desert when I got bitten by a poisonous spider. It was then that I was saved by Dr. Johnathan Drew and his wife Miriam, and they allowed me to live with them in San Francisco, California where I graduated high school. I owe them my life, and I promised them I would help them find their daughter Jessica. I intend to keep that promise no matter what."

(A/N: I was inspired by the backstory that was used for Jessica Drew in the Spider-Woman cartoon that aired from 1979 to 1980, only I shook it up.)

The Web-Warriors, S.H.I.E.L.D. Agents, Ant-Man and Black Widow were shaken to the very core by what was just said to them. Mockingbird took this opportunity to ask him something. "Is there anything else we need to know?"

"Yes, my brother did not kill that innocent victim." Kaine showed them the video he previously recorded. "Despite what that Jameson bastard says, it was a monster impersonating Spider-Man." he played the video, and on the video appeared an all red monster that looked like it was covered in goo. It then made it's arm into a thorn, and stabbed the victim, he got an image of the face of the killer.

"What the bloody hell is that?" Lance Hunter asked.

"That was Cletus Kasady, or as I know him...Carnage." Scarlet stated to the S.H.I.E.L.D. Agent. "He broke out of Ravencroft Prison. That Symbiote virus that attacked New York last time was clearly a copy of it. A Symbiote cannot be controlled, be it can be duplicated."

"Whoa! So he was the one we noticed on the news." Iron Fist said.

"Indeed he was, Daniel Thomas Rand." Kaine said. "That's right I know all your names. I can't reveal my sources."

"Okay then." Phil said. "We'll keep your promise for now, but sooner or later, Peter will find out the truth."

"Fair enough." Kaine accepted, as he shook hands with Coulson. "So, what's my job?"

"Well, you and the other Web-Warriors will fight off the so-called Superior Spider-Man while Ant-Man, Coulson's team and I get inside your brother's body to remove the Octobot from his mind and free him from Ock's control." Natasha stated. "So I strongly suggest that you and the S.H.I.E.L.D. Academy students or Web-Warriors as your brother calls them, get on the same page and come up with your own strategies."

"Sure thing, ma'am." Scarlet said, as he got a good look at all of them. "Alright, you heard the lady! Let's do it to it!" he pumped his fist in the air.

"Right away!" they all said, all except Agent Venom and Iron Spider, who were befuddled by the big reveal.

"I have a feeling that it's gonna be awkward and creepy for me to work with this different Scarlet Spider." Agent Venom said, as he got his mask on in a Symbiote-like way.

"Most likely unfortunately." Iron Spider agreed, but then Black Widow got in their faces.

"You two! Stop talking and get moving!" Widow barked at them.

"YES, MA'AM!" they shouted in unison.

In the Downtown area of NYC, Doctor Octopus, now calling himself the 'Superior Spider-Man' wasted no time in causing destruction and harming innocent civilians in order to destroy his arch enemy's reputation and good name.

(Trapped In A Psycho's Body by Tech N9ne plays)

"Hahahahaha!" Spider-Ock laughed evilly. Meanwhile, inside Spidey's head, we see Peter Parker unmasked while Doc Ock was at the control mechanism. He looked different from the last time he was arrested, like he worked out a lot and was wearing a green and yellow outfit, while retaining his tentacles.

"Doc, stop this madness!" Spidey demanded. "You can't just take over my body and do bad things with it! Are you trying to make me look bad!?" he shouted.

"Silence, you arachnid imbecile!" Ock said, trying to get him to be quiet. "Not only am I doing that, I'm also destroying your reputation as a hero and a human being!" he declared. "For far too long you ruined everything I used my intellect to build and you sent them all crashing down! So now, I'm returning the favor by trapping inside your own feeble mind, helplessly while I took your body for a test drive. So tell me, how does it feel?"

"Uncomfortable and agonizing you idiot!" he spat at the mad scientist.

"Do not make a fool out of me or..." he was then interrupted by J. Jonah Jameson's rambling again.

Outside of Spidey's body, Jameson said, "Spider-Man has gone too far this time!" he ranted. "He's making matters worse by escalating his criminal antics in the city! It'll be a miracle if someone stops him and his reign of terror. Because if not, the New York will be doomed!"

Spidey had enough out of his biggest critic. "Hey, flat top, not helping!" he then realized it wasn't his voice being heard at all. "He can't hear me anymore. Can't he?" he asked with complaint in his voice.

"Of course, you fool!" Ock replied. "Now, be quiet while I continue the path of destruction in your place!"

"You really have the deranged mind that a mad scientist is supposed to have, you know that Doc?" Spidey joked.

"Correction, I am a genius!" Otto bragged. "A Superior genius!"

"Very cheesy if you ask me." Peter said, dryly. "Anyway, since you know about my romantic relationship with the Black Widow, she and the others will break me out of this mess YOU got me into!" he warned the madman.

"Bah!" Otto shot back. "Even if they could succeed, they'd be too late!"

"Why?"

"Simple, because even if you got your body back, your reputation will still be in absolute ruin. And the entire world will turn it's back on you!"

"No, you won't! That's NOT gonna happen!" Peter barked.

Outside of Peter's body, the so-called Superior Spider-Man kept beating up innocent civilians, until Power Man, Nova, Iron Fist, Agent Venom, Iron Spider, the new Scarlet Spider, Cloak and Dagger had him cornered.

"Hey, Doc Ock!" Power Man called out. "Instead of beatin' people up, why don't you take on all of us instead?"

"Yeah, pick on someone your own size!" Nova taunted the madman, and yet everyone gave him a confused squint. "What? I'm just saying!"

Otto then shot back at them, "First of all, it's The Superior Spider-Man now!" he said. "And Secondly, if you wish to challenge me, then you costumed children all have a death wish, because you are no match for the Superior..." he was cut off in mid-sentence by White Tiger's new claw daggers, as it hit him.

"Just shut up and fight!" White Tiger countered.

"You'll pay for your rudeness, girl." Superior Spider-Man hissed

"Bite me, asshole!" White Tiger hissed back, as she and the others charged at the mad scientist ready to fight. Iron Fist used his Kung-Fu moves, Nova shot at him, Squirrel Girl punched him in the face, Power Man used a bunch of wrestling moves on him, and Iron Fist pinned him to a wall.

"You fight like a rabid animal, Octavius!" Iron Fist said, in Otto's face. "The Spider-Man we know would never fight like that!"

"I agree with you on that one, Iron Fist." Superior Spider-Man said, dryly. "That's why I'm a better Spider-Man than he was."

"Not on your friggin' life, Otto!" Iron Fist punched him in the jaw.

"Step aside, Iron Fist. I got him!" Agent Venom charged towards the Superior Spidey, but Doc Ock got out of Iron Fist's grip and caught him with a leg sweep and elbowed him in mid air. "Holy Crap! Agent Venom screamed before hitting the ground.

"That's what idiots, imbeciles and feeble minded fools like you are so full of nowadays!" Superior Spidey said, before Iron Spider shot a Repulsor blast at him, and kicked him to the ground.

"Oh yeah?" Iron Spider corrected the mad doctor. "Well, I'm a kid genius with a special IQ and I take what you said as an insult!" he then kicked Superior Spider-Man in the ribs.

"Bah, my IQ is far more superior to yours, you stupid Asian!" Superior Spider-Man insulted the young genius.

"That's Korean American to you, you body snatching bully!" Amadeus countered, only to be hit by an uppercut to his chin.

"Serves you right boy!" Superior Spider-Man taunted Iron Spider.

Squirrel Girl had an angry stare in her eyes, "Squirrels attack!" she ordered, as her friends began to attack. "Let's see if you can fend off a little Squirrel Power!" she said, taunting the mad doctor. Otto tried to shake them off of him, but they just kept on clinging to him.

"Get off of me, you imbecilic rodents!" Superior Spider-Man shouted, as he swatted them away. "You will rue the day you crossed the Superior Spider-Man!"

"Yeah, keep telling yourself that you douchebag!" Nova insulted.

"Cloak, Dagger now!" Power Man ordered, as Dagger appeared from behind him and so did Cloak.

"Gotcha!" Dagger said, restraining Superior Spider-Man. "Like I said before, Don't mess with S.H.I.E.L.D. Academy you son of a bitch!"

"Gah!" Otto said, as he struggled. "What the hell are you doing to me you stupid girl!?" he demanded.

"Injecting you with our friends!" Dagger got out a needle containing a miniature version of the Spider-Jet, containing the other heroes.

"Get ready guys!" Ant-Man said. "We're going in!" Dagger slammed the needle into Superior Spider-Man's arm and in went Ant-Man, Black Widow and the S.H.I.E.L.D. Agents, Lance Hunter, Melinda May, Alphonso 'Mack' Mackenzie, Mockingbird and Quake.

Inside Spider-Man's bloodstream, Ant-Man, Black Widow and the S.H.I.E.L.D. Agents began to travel through the veins, trying to get to his brain.

"Black Widow to Coulson, Fitz and Simmons. We're in." Widow said.

"Roger that." Coulson stated. "Operation Spider Rescue is a go. You have exactly 30 minutes to get to Spider-Man's brain and remove the Octobot with Doctor Octopus in it before you automatically grow back to full size."

"We'll monitor Spider-Man's condition from the Triskellion." Fitz said, as he went to his station. "As long as you don't crash, hit or rupture his organs, mainly his spleen, you should be safe."

"And take extreme caution." Simmons added. "Who knows what Otto Octavius is up to."

"Right, got it. No problem." Ant-Man said.

"As long as we get to Spidey's brain, we'll be just fine literally." Black Widow said, as the Spider-Jet zoomed across Spidey's bloodstream. In her thought's she said, "Hang in there, Peter. I'm coming for you, handsome. Help is on it's way."

Mack and Lance decided to check up on Agent May, "May, how's your jaw?" he asked.

"Yeah, you look like Romanoff just made you eat your words for the way you say and did mean things to the lad." Lance said, agreeing with what Bobbi and Quake said to her.

"I'd rather not talk about." Melinda said. "Let's just do what we came to do and get it over with."

"Fair enough." Mack said. "Just thought I..."

"I know you do, Mackenzie." May said, feeling charitable towards Mack. "Thanks."

"Sure, no problem." May said, as Mack went back to his spot.

"Spidey's brain and Doc Ock, here we come!" Ant-Man said, with determination.

Peter and Ock saw the whole thing. Ock was not moved, but Peter felt like a weight was lifted off his shoulders.

"Judging by the injection on my arm, I take it that Black Widow and the others called on Ant-Man and asked for his help." Peter said. "I knew my girlfriend would come through." but then Doc Ock chuckled evilly. "What so funny, Doc?"

"Oh, nothing really." Ock replied. "Unfortunately for you and them, I anticipated that. I set a trap for them in the form of microscopic Octobots." he pulled a lever and released a whole bunch of said machines. They were heading right towards them.

"What!?" Peter yelled.

"That's right, you fool!" Ock taunted with an evil look in his red lens-covered eyes. "I brought my other batch of Octobot's to prevent them from reaching your brain!"

"I gotta find some kind of way to stall Doc Ock's hold on me so I can..." Peter said, before getting shocked very badly.

"You will do no such thing, Peter Parker!" Ock taunted in a vile manner. "I'm in control and you are not! If the Black Widow dare to cross paths with me, I will make both of you suffer!" he hissed.

"That's not gonna happen!" Peter shot back. "She and the others will take you down to hell and save me from you!" he then simmered down. "Boy, do I sound like a damsel in distress or what?"

Ock was still baffled by this. "You're still holding on to Natasha Romanoff, the woman that you love so dear?" he wondered.

"More than you know, you bastard!"

"Let her try!" Ock said. "But in the meantime, I'll use your body to destroy your friends and resume destroying your good name!"

"NO!" Peter yelled, as Ock used his body to attack the Web-Warriors.

(End Song)

Inside Spidey's bloodstream, Black Widow, Ant-Man and the others were zooming to where Spider-Man's brain was at, only to encounter Otto's microscopic Octobot's coming at them.

"Guys, Octobot's at 3 o'clock and they're coming by the dozen!" Ant-Man said, pointing at their direction.

Mockingbird realized why the machines were after them. "Shit! Ock's been on to us from the start!" she said.

Mack began to read the layout of them on the computer, "These damn things are designed to prevent us from getting to Spider-Man's brain!" Mack said, with a look of shock on his face. This was not surprising to everyone, they had to try and stay one step ahead of the bad guys yet failed at that. But they would not give up on their hope.

"Okay leader lass, got a plan?" asked Agent Hunter.

"As a matter of fact, I do." Black Widow had a determined look on her face, and provided the plan for the remainder of the mission. "Quake, you're on! Stop and destroy those Octobot before they slow us down and penetrate the Spider-Jet before we get to our location!" she ordered the Inhuman hacker for her part of the mission.

"I'm on it!" Quake responded to the order Widow gave. "Are you coming, Mack?"

"Yeah, just to watch your back." Mack said, as he grabbed a weapon to protect himself from the Octobots and bacteria.

Quake had a reassured smile on her face, "All right, big guy. Let's go!" she said as the two of them got ready to hold of the swarm of Octobots.

Widow looked over the console in front of her, and tried to find something useful. "Let's see if we can use some weapons from the Spider-Jet." Widow thought. "I just hope that it has some serious firepower we could use."

"I think I know some." Ant-Man said, as Black Widow and the S.H.I.E.L.D. Agents turned their head towards him. "Did I neglect to mention I used to ride this bad boy?"

"When?!" they all asked in unison.

"During the time when Doc Ock infected the nanite Octobot's inside Nick Fury's body and placed the S.H.I.E.L.D. Director under mind control." Ant-Man stated to them all.

"I see." Widow said, feeling rarely impressed. "Bobbi and Lance, get ready to suit up just in case." she instructed the divorced couple. "Daisy and Mack need some backup."

Mockingbird and her ex grabbed their gear to stop the pursuing machines, and blasted at them. Quake and Mack did the same thing, Agent May and Ant-Man got to shooting at another wave of them, as did Widow when she began to shoot while driving. Mack soon counted them all.

"Damn. There's too many of them!" Mack said, as he kept trying to get a lock on them.

"Yeah, well I'll change all of that right now." Quake used her gloves to send a miniature shock to the Octobot swarm without damaging a blood vessel in Spider-Man's body. "Now get ready! There's more of them!" she shouted to her teammate. "As they say, the more the merrier!"

"You get one side, I'll get the other!"

"Good idea, Mack!"

Then Mockingbird and Lance showed up ready to blast them away from the Spider-Jet. "Better make it four sides luv." Lance said, as he aimed his weapon at the enemy robots.

"Perfect timing you two." Quake said, as the divorced couple took their firing positions, and began to hold them off while Black Widow navigated the ship to the web-slingers brain. The S.H.I.E.L.D. Agents kept on blasting at the Octobots, but they just kept on coming at them.

"Man, they're swarmin' like bees in a beehive!" Mack complained.

"Really, ya think?" Lance yelled sarcastically.

"Don't get sarcastic with me, Lance!" Mack said firmly.

Agent Hunter felt somewhat offended by what his teammate said. "Me? You're the one who said that they're swarming like bees in a beehive!" Lance stated, repeating what Mack said to everyone.

"I know what I said okay?!" Mack yelled back.

"Stand back. I'll..." Quake was about to use her powers again, but was stopped when she got blasted by an Octobot from behind.

"DAISY!" Mack, Lance and Mockingbird shouted in unison. And then, an Octobot tried to latch on to Mockingbird's leg, but she shrugged it off.

"Ah! Get off me you damn robopus!" Mockingbird kicked the Octobot off of her leg.

Lance was frightened to think about what would happen if his "she-devil" ex-wife perished. "Cover me, mate! I gotta go get Bobbi!" Lance yelled and ran towards the woman who divorced him.

"No, wait!" Mack tried to warn him, but Lance went after the machine anyway.

"Hold on luv! I'm coming!" Lance declared, as he ran towards Bobbi.

"Lance, what are you doing?" Bobbi inquired.

"Freeing you from that stupid robot!" Lance answered, shooting at the machine, until it finally let go of Mockingbird's leg.

Mack went over to check on Quake. "Daisy, are you alright?"

"Yeah, I'm alright, but I'm really pissed off right now." Quake said. "Stand back, my friend." she then used her gloves to make a few of the Octobot's explode.

"Atta girl, Daisy!" Mack said, cheering for his friend. "That'll teach these sons of bitches not to mess with S.H.I.E.L.D.!"

The Inhuman hacker then turned her head over to the others. "Lance, Bobbi, let me finish them off!"

"Way ahead of you luv!" Lance said, as Quake vibrated her hands and shot another Octobot down to where Lance could get to it.

"Lance! Lance, no!" Mopckiongbird did not want to lose the man she used to be married to, but still loved.

Lance got on the machine, "Gotcha!" he said. But then, the Octobo was working again, due to a delayed failsafe, and carried Lance away. "Ahhhhhhhhhhh!" he shouted.

"Lance!" Mockingbird yelled.

"Dammit!" Mack cursed himself for not being there to stop him from doing something foolish. "Hang in there buddy!"

"Don't worry about me mates!" Lance yelled from a distance. "Get to Spider-Man's brain and kick Doc Ock's bloody arse!"

"But Lance!" Mockingbird tried to reason with him, but he insisted.

"Go on without me! I'll be fine!" he said, going off with the Octobot, leaving the others.

"Lance, NOOOOOOOOOOOOOOOOOO!" Mockingbird yelled at the top of her lungs, and then fell on her knees feeling upset.

Mack and Quake wanted to get to him, but realized it was pointless to try and get him back right now. "Shit. He's gone." Mack said, kneeling down next to Agent Morse. "Barbara, I'm sorry."

"No, he can't be gone." Mockingbird said, weeping. "He's gotta be alive. He's gotta."

Quake put her hand on Bobbi's shoulder. "Come on, let's go. We have a mission to finish. Lance would want us to do it." she said. "That's what he would've wanted."

"I hope you're right, Daisy." Mockingbird said, feeling more determined than ever before to take Doc Ock down and save Spider-Man.

The lot of them went over to the hatch, opened it, climbed down the ladder and back into the main hold as the wave of Octobot's went away. Widow saw how down they looked.

"Guys, what happened?" Widow asked.

"Lance is gone." Mack said, solemnly. "He sacrificed himself to save Bobbi from one of the Octobots."

This sort of thing shocked everyone, and Ant-Man cursed himself for not being there. "I'm sorry guys." he said. "I should've come out there to help you."

"It's not your fault, Lang." May said. "Right now, we'll have to count our losses."

Mockingbird got up in Melinda's face, denoting that she did not want to hear what Melinda had to say, she slapped her on the other side on the face. "Don't say that, May!" she yelled. "Just because Lance made an error over letting Ward escape when he thought he was bluffing about threatening to kill your ex-husband doesn't give you the right to condemn him!" she grabbed Agent May's uniform by the neck.

"Dammit, that's not what I mean!" May shot back. "When I said we have to count our losses, I meant..." Black Widow got angry with both of them, and shot her Widow's sting at the wall, causing them both to turn to her.

"ENOUGH! You two need to shut up and listen!" Widow demanded with an angry stare in her eyes and a fire burning in her heart. "This isn't about who's right and who's wrong, we need to focused on saving Spider-Man and the lives of these civilians in New York from Doctor Octopus!" she was trying to get everyone back on the same page, and believe it or not, it was working. "And the only way to do that is that we stay on the same page. Meaning that Melinda May, you need to stop being such a damn bitch and get your head out of your fricking ass! Or else, I'll do it for you, that way you'll find out why they call me the deadly Black Widow." she demanded that May stop acting the way she does. "And Mockingbird, don't give up on Agent Hunter. If he survives against the Octobot, you'll know soon enough." she reassured Agent Morse into never giving up on her ex-husband. "Right now, we need to take down Doc Ock and free Spider-Man from his control before it's too late.

Agent's May and Morse thought about what Widow stated to them, and yet Ant-Man was shocked to see Widow use her gauntlets on her fellow S.H.I.E.L.D. Agents. "You're right, Nat." Bobbi said, feeling a little bit reassured. "We finish this for Lance."

"Good." Widow said, and then ordered "Let's resume our mission. Ant-Man, you drive!"

"Way ahead of you, Black Widow." Ant-Man said, as she switched out of the pilot's seat and gave Ant-Man control over the Spider-Jet.

Widow turned her head back to Agent May. "Oh, and May. About the punch I gave you earlier?"

"What about it?" Melinda asked.

"That was for punching Spider-Man in the face on the day you met him." Natasha hissed at her. "You deserved it."

"For now, but that'll never happen again." May replied.

"Don't be so sure." she muttered.

Ant-Man then spoke up, "My apologies for being rude but aren't we..." he was then interrupted by Natasha.

"Of course we are, Scott. Thanks for the reminder." Widow replied. "I'm just glad I took a break from the Avengers because Truman Marsh is an asshole and a pain in my booty."

Ant-Man was a bit shaken up by that comment. "You make it sound like he's a threat."

Widow had a mad look in her eyes, "Given the fact that this scumbag is serving as liaison for the Avengers, yes he is." she stated.

Spidey watched helplessly as his friends were constantly getting pummeled down by the so called 'Superior' Spider-Man. White tiger got hit in the arm, but kept clawing at him anyway, Squirrel Girl whacked him with her tail, Agent Venom launched his rockets at him, but his red mechanized arms made a shield to deflect them. Iron Spider felt offended by that.

(Fight To Survive by Stan Bush plays)

"Hey, mechanized arms may slow me down, but you just ripped me off!" Iron Spider said, trying to hit a nerve in his head.

The mad scientist would not have that, so he used a talon strike on him. "How dare you, boy!" he spat. Power Man and Iron Fist grabbed him, and got ready to restrain him.

"Okay, Nova, do it now!" Power Man said.

"We won't hold him for long!" Iron Fist added.

"Alright!" Nova zoomed over to him and punched him in the jaw. He still stood, and hit all three of them with the mechanical arms.

"You young fools, haven't realized that I won and you all lost!?" he taunted bullying them. "You are NEVER getting your friend back! Admit that I am superior to all of you!" he demanded.

"Never!" Agent Venom said, wincing.

"Hmph, then you will all DIE!" Otto was about to stab them all, but got spun around by Scarlet Spider who kicked him in the gut and punched his eyes.

"I DON'T THINK SO, YOU BASTARD!" Scarlet yelled, as he pulled him up and did a power slam to him.

"Who are you!?" Otto asked, violently.

"I'm the REAL Scarlet Spider!" he revealed. "The one YOU made was my clone! And I will get my revenge on you, by making you leave Spider-Man's life ALONE!" he shouted as he did a Bruce Lee styled kick on his chest. "Otto Octavius, it's time to send you back to the Akuma!"

"You're the real Scarlet Spider?" he got a good look at him. "Hmm, you are quite right! I did make that Scarlet Spider a clone Synthezoid with your blood pumping through him. And I wanted him to lead the Spider-Slayers."

"Let me guess, you had Alistair Smythe helping you make them?" he asked.

"Indeed, I designed them while he got them patented." the 'Superior Spider-Man' rambled.

"I thought when I last fought him, he quit working for Wilson Fisk." Scarlet wondered.

'Superior Spider-Man' jumped towards him, and locked up with him, wrestling style. "He did indeed." Otto revealed. "But his current employer is also an enemy of Spider-Man's." Scarlet then fought him off with various fighting movements he used Kung-Fu, Judo, Karate and Wrestling.

"Whoa, I didn't know Scarlet liked wrestling." Agent Venom said.

"Neither did I." White Tiger said as she got up. "Your fighting style is something else, Scarlet."

"It's called the Way Of The Spider." Scarlet said, as he shoved Octavius down. "I learned that from Shang-Chi."

"Ugh, whoever HE is, I would be most thrilled to fight him someday!" the so-called 'Superior Spider-Man' ran off to a different place.

Doc Ock wasn't about to give up so easily as he continued to fight Scarlet Spider and the other young heroes, who were in hot pursuit of the evil doctor.

"What's the matter Ock?" Peter asked, in a taunting manner. "Can't handle a little Spider Kung-Fu?"

"Bah!" he said. "I can't believe that this was the one who's blood I stole to create the Ghost, Goliath and Bones Spiders."

"You stole HIS blood to make the Spider-Slayers?" Peter asked.

"Of course!" Otto shot back. "How else could have completed them, before the time would be right!?"

"Not a very good idea in my opinion." Peter said to the mad doctor. "I still say you're not gonna kill the girl I love."

"We'll see about that." Otto said, as he had more of his Octobot's to swarm against Black Widow, Ant-Man and the S.H.I.E.L.D. Agents.

The Spider-Jet kept on zooming by with Ant-Man at the wheel until the finally reached Spider-Man's brain, and to the spot where Doctor's Octopus' Octobot ship was at.

"Hold onto your socks everyone!" Ant-Man said, showing everyone where they were at. "We've arrived at our current destination."

The S.H.I.E.L.D. Agents and Widow were in awe at the sight of it. They had no idea that all the knowledge of the wall-crawler was locked up in there. "So, that's Spider-Man brain?" Quake asked. "That's definitely the first time I've ever seen a real live human brain." she then started to choke up a little and then felt her stomach turn. Quake then went over to a restroom that was on the Spider-Jet and threw up her lunch.

(Power Of Love by Huey Lewis And The News plays)

"You okay, Quake?" asked Mockingbird.

"I'll be fine." Quake replied, washing her hands and face. She stepped out of the restroom, and rejoined her allies. "I just got finished throwing up."

"Okay, everyone let's head on out there and save Spidey!" Mack said, getting more gear for everyone. Agent May, Mockingbird and Widow got in their scuba gear, Ant-Man got his other helmet out and they all charged out to get into Doc Ock's vessel.

"Be alert everyone. Doctor Octopus will know that we're already here to stop him." Black Widow stated, as the ship made it's rounds.

"Fools!" Ock taunted the S.H.I.E.L.D. Agents and the two Avengers. "Are you really that desperate to save Spider-Man from a master planner like me? Think again!"

Black Widow would have none of Ock's crap. "Let him go, Doc Ock! You've done enough!" she demanded.

Otto would not give in to that demand. "Never!" he said. "I came to far planning to tarnish Spider-Man's reputation and leave it in ruin for you to foil my plan!" he then popped up on a holographic image. "But, since you're here anyway, I want you to look at him." he then showed an image of Spider-Man looking like he was beaten up. He had a black eye and was bleeding from the side of his jaw.

"Black Widow, guys!" Spidey said, feeling a little relieved.

"Spider-Man!" everyone said in unison and horror when they saw how bad he looked. Widow clenched her fist.

"I never thought you'd see me like this." the web head confessed. "I feel like a ghost right now except that my head's a haunted house."

"Spidey, are you alright, sweetheart?" Widow asked.

"He's fine." Ock said, interrupting the conversation. "But not for long."

"I will be as soon as I regain control of myself." Spidey said, feeling determined to get his body back. "Now listen. Doc Ock's trapped me inside my own head, just so he could make me helplessly watch him use my body to cause a lot of trouble! In order to free me, you have to shut down or destroy the Octobot that gave Otto Octavius full access and control over my brain." he provided his girlfriend and her allies with the information they needed. "And since Doc Ock won't let me go, KICK HIS GODDAMN ASS!" he shouted in rage.

"You got it, babe!" Widow said to her boyfriend. "Alright guys, you heard him! Let's go wallop Ock's ass!"

"Music to my ears!" Agent May said, agreeing with a smirk on her face.

"Damn straight!" Mack said, also agreeing with this plan. The Spider-Jet landed, and the all got their gear on and bolted over to the Octobot Pod, so they could stop Doctor Octopus, and derail his scheme.

"Foolish S.H.I.E.L.D. Agents!" Ock hissed. "If you want Spider-Man back, come and get him!" he yelled as the S.H.I.E.L.D. Agents and Avenger went over to his vessel. The droids that were guarding it put up a fight, but Agent May, Quake and Mack shot them all down, while Ant-Man shrunk some of them and stepped on them like a human would kill a bug. Black Widow used her gauntlets on the lock to a different door, it opened and the lot of them all cornered Doc Ock.

"It's over, Otto!" Widow declared. "Now, shut this fucking thing down and let Spider-Man go before I go ape on you!" she hissed at the mad scientist.

"Never!" Otto refused to give up control of Spidey's body. "Not while I still have one final trick up my sleeve!" he pulled a lever and another batch of Octobot's came from out of nowhere, surrounding them.

"Damn! More of these stupid Octobots!" Mack yelled with grief.

"Shit!" Agent May complained. "He's always one step ahead of us, isn't he?"

"Octobots! Destroy the S.H.I.E.L.D. Agents, Black Widow and the one called Ant-Man!" Ock ordered, but then they were attacked from behind by a laser blaster. "What?! How..." Otto was flabbergasted when he saw Agent Lance Hunter riding on one of his Octobot's.

"Hey mates! I'm back!" Lance said, making a surprise entrance. Bobbi felt relieved that her ex-husband was still alive after going a few rounds with an Octobot.

"Lance! You son of a bitch!" Mack shouted, happily.

"He's alive!" Quake said excitedly.

"Woo Hoo!" Lance shouted as he rode on the Octobot like a cowboy on his horse.

"Thank God." Mockingbird said, feeling relieved.

Ock did not understand why Agent Hunter was still alive. "But that's impossible!" Ock ranted. "How did you survive?!"

"Nothing special, mate." Lance started off his explanation. "That bloody robot of yours got one hell of a grip on me. So I found a way override that control of yours and controlled it against it's will."

Agent May was impressed by Lance's idea. "Very clever, Lance."

"But not clever enough." Ock said, going back over to his console. "You may have overridden one of my regular Octobots, but you still won't destroy them all at the same time!" he taunted the agents and the two heroes.

"I agree." Widow said, then she turned her head over to the Inhuman hacker. "Quake, now!" she ordered. Quake used her powers to blast the doors open.

"NO!" Ock panicked, as his ship was breached.

"It's penetrated!" Quake said. "Now we can get inside!" she ran towards the ship, as did Agent May, Mack, Lance, Mockingbird, Widow and Ant-Man.

"See if you can find something that shut's them down!" Agent May advised. "We'll cover you." she shot some of the Octobot's away with her laser blaster, Mack and the others did the same thing.

"Don't even think..." Ock said, as Quake got into the main hold of the Octobot.

"Shut it, you bastard!" Quake cut off the mad doctor in mid-sentence, pointed her gloves at him and began to look around the console for a lever, button, switch or any other kind of gizmo that would shut the machines down. It was then that she noticed there was a button with a red label on it "Octobot Self Destruction mechanism button?" she wondered. "I wonder what this does?" she said, trying to be coy.

"No, you mustn't touch that dial!" Otto warned the Inhuman hacker not to touch the button.

"Oh, this?" Quake teased the madman, and pressed the button anyway, and an alarm went off.

"NOOOOOOOOOO!" Otto yelled, feeling like his plan did not go how he hoped.

Oustide the Octobot, the miniature version that Lance was riding on began to malfunction. "Whoa! It's time for me to get off!" Lance jumped down from the Octobot, and landed on his feet as the machine exploded. Mockingbird ran over to her ex-husband.

"Lance!" she shouted, as her and Mack went over to him.

"Lance, are you okay man?" Mack asked.

"Never better, mate."

Mack had a half smile on his face. "Lance Hunter, you crazy limey."

Mockingbird slapped Lance upside the face, and the she hugged him with relief.

"I'm sorry Bobbi." Lance apologized to his ex-wife. "I didn't mean to worry you."

"I know." Bobbi said. "But don't ever do that again. Otherwise, I'll kill you myself."

Back inside the Octobot ship, Quake had Ock dumbfounded. "Well, what do you know?" Quake taunted the villain. "One push of a button and the Octobots self destructed. That was easy."

"Yeah, way too easy if you ask me." Peter said.

"This is you with the mask off, eh?" Quake wondered, and got a good look at him. "Nat is right, you are cute."

"You're making me blush." Peter said, but then snapped out of it when he saw Ock coming from behind. "Quake, look out!"

Otto used on of his tentacles to grab Quake by the back. "You destroyed my Octobot's you brat!" he yelled. And then, one of his tentacles became a bladed weapon. "I don't give a damn if you are an Inhuman, because now, you will pay with your life!"

"No, don't!" Peter yelled.

"Silence, Spider-Man!" Ock threatened. "I will take her life, and there's nothing you..." he was about to stab Quake, but then a laser balst came out of nowhere and hit the tentacle, while another hit him in the chest.

"Just shut. Up!" Black Widow said gritting her teeth, as it was revealed that she shot the evil doctor to set the Inhuman hacker free from his grip.

"You bitch. I hate you." Ock said, stating that very abundantly clear.

"Well, that makes two of us, Otto." Widow said, lowering her gauntlets. "Hang in there, Spidey. I'll shut it down and set you free." She then ran over to the main power source, blasted it with her Widow's Sting, then ran where Peter was trapped, and broke his restraints. She caught him in her arms.

"I could kiss you right now, Natasha." Peter said, feeling happy that his girlfriend caught him.

"Me too, sweetie pie." Natasha said, as the two kissed on the lips, Quake smiled at them, but Otto was disgusted.

"I believe the term is...'Get a room, you both!' as they say." Otto said, not wanting to stand it. Just then, Agents Hunter, Mack, May and Mockingbird barged in and slapped the handcuffs on the mad doctor.

Outside of Spidey's body, in the real world, Spidey felt into the Times Square area, he got up and shook off the headache Scarlet Spider gave him.

(Revolution by Pennywise plays)

Under the mask, he opened his eyes. "Whoa! I'm back. I'm..." he was then punched by Scarlet Spider who came out of the shadows. "Ow, my face!" Spidey replied, feeling in pain.

"Alright, Doc Ock! If you don't let him go, I'll..." he raised his fist at him.

"Scarlet, wait!" Spidey stopped Scarlet for a little. "It's me! I'm back to normal!"

Scarlet did not believe him, "Nice try, Ock!" Scarlet Spider said. "You can't fool me like that!" he got ready to punch him again, but the webhead stopped him again.

"No, I'm fucking serious!" Spider-Man swore. "I'm the REAL Spider-Man!"

Scarlet still was not entirely convinced. "Prove it!" he demanded as he got up and folded his arms.

Spider-Man decided to prove himself to his ally. "Do you remember when we took down Juggernaut, Tombstone, the Enforcers and Hammerhead on the day we took back the formula for my web fluid?" he asked.

"Yeah, I remember. Why?"

"Because, that was the day Black Widow and I teamed up with a different Scarlet Spider." Spider-Man stated. "I finally accepted that Ben Riley was just a clone of you, the REAL Scarlet Spider."

Scarlet looked into Spidey's eyes, and knew he was telling the truth. "So, this isn't Doc Ock controlling your brain to fool me. Is it?" he wondered.

"Me fool you? No damn way! I wouldn't do that." Spidey confessed. "The real Doctor Octopus never fantasizes about Black Widow in her shinning glory underneath her...well, you know what." he did not want to sound like a pervert, and Scarlet had a goofy smile underneath his mask.

"So it is you. Welcome back, bro." Scarlet shook Spidey's hand.

"It's good to be back, Scarlet." Spidey said, as he switched back to his normal costume and still felt down. "Except for the fact that I got beaten up on account of Doc Ock's erratic behavior."

Just then, Agent Venom, Iron Spider, Cloak, Dagger, Nova, Power Man and Iron Fist who was carrying White Tiger over his shoulder came over to him. "Scarlet, aren't you supposed to be..." Agent Venom was about to finish his sentence.

"Relax guys." Scarlet said. "Spidey's back to normal. Black Widow, Ant-Man and Coulson's team successfully freed him from Otto and his body-snatching brain-hacking Octobot that got him in this stupid mess in the first place."

Nova was not convinced, "Are you really sure that we should believe him?" he asked, questioning Scarlet's intuition. "'Cause if not, we can still kick his ass." he pounded his fist into his palm.

"Not unless I bring in the bunny patrol!" Spidey joked, and yet made Nova jump in fear.

"AH!" Nova screamed at the top of his lungs. "No, not that! Not the bunnies!" he covered his eyes.

The others laughed at his expense, Power Man broke his silence. "Sweet Christmas! That's our webhead alright." he said, feeling relieved that his friend was back in control of his own body.

Squirrel Girl embraced the wall-crawler. "Welcome back, Spider-Man. You really had us worried."

Agent Venom wasted no time in hugging his friend. "Boy are we glad to see you!" he said, holding him tightly.

"Easy there, Flash!" Spidey said, gasping for breath. "I've taken enough abuse inside and out."

"Oh. Sorry, dude!" Agent Venom said.

Iron Fist walked over to the spider-powered hero. "Anyhow, how are you feeling my friend?" he asked.

"I feel awful." Spidey said. "Doc Ock has really done it this time."

White Tiger got down from Iron Fist's shoulder and went over to Spider-Man feeling mad at him. "Well, I felt worse when that bastard nearly killed me! No thanks to you!" she then punched him in the gut.

"OW! My ribs!" Spidey winced in pain, and Scarlet shook his fist, denoting he was angry with White Tiger.

"That's for letting Doc Ock take over you and..." she was cut off in mid-sentence when Scarlet Spider turned her around/

"Shut up White Tiger!" he yelled, slapping her in the face really hard.

"OW! That hurts!" now White Tiger was wincing in pain.

"I'm sorry for slapping you, but don't ever do that again!" Scarlet said, firmly. "Nobody punches him in the ribs but me. Got it?" he hissed a little bit.

"Yeah. I got it!" White Tiger said feeling frightened to think of what Scarlet would have done to her.

"Good."

"Heads up, guys!" Nova said, looking in the other direction. "We've got company."

It was then that Spider-Man got pelted by soda cans, beer cans, old newspapers and so on by a group of angry New York citizens, who also had torches and were heading right towards him. The lot of them said mean things like "Down with Spider-Man." "Get out of our city." and "Get lost and never come back you murderer."

"Oh my goodness." Iron Spider said, feeling startled by this. "This is not good at all! The actions of Otto Octavius has caused a lot of angry New Yorkers to turn against him."

"Including that guy." Agent Venom pointed to the jumbotron where J. Jonah Jameson was ranting about Spider-Man being a menace again.

"Spider-Man, arachnid menace!" Jameson ranted roughly. "See what you've done?! You proved to the entire Tri-state area that I was 110% right about you the entire time! You just crossed the line from a criminal to a threat to our society! So as of right now, I say arrest him, send him to prison and throw away the keys!" he said, but there were no cops around to do so. All of them were on assignment.

"Don't listen to that motherfucker, webhead!" Scarlet said, defending him. "All of this is Doc Ock's doing!"

"No, this is all my fault." Spidey felt down about what had happened tonight. "I let Doc Ock possess me and do all those terrible things to everyone in the city I love."

Back inside Spider-Man's body, Black Widow, Ant-Man and the others were tying Ock up. They placed a different kind of handcuffs on the mad doctor.

"Curse you, Black Widow!" Otto barked at the Russian redhead. "I'll get you and Spider-Man for this!"

"Bite me, asshole." Black Widow said, shoving the villain into the jet roughly.

Quake took this opportunity to contact Coulson. "We got our man, guys. We're good to go." she said.

"I'll join you guys after I tie up the last of the loose ends." Ant-Man said, as he began running towards the Octobot.

"Which is?" Melinda May asked.

"This!" Ant-Man used his Pym Particle blaster to shrink the Octobot ship down to the size of a peanut. "What? We can't leave that contraption here."

"I agree." Black Widow stated. "That damn thing is too dangerous to leave in someone else's brain."

Ant-Man looked at the timer, with shock. It said 1 minute and 10 seconds, "Uh oh! Guys, we gotta move!" he said. "We've got less than a minute before we get back to normal size. Everyone was shocked by that development, especially Natasha.

"In your seats everyone, I'm driving!" Black Widow said as she strapped herself in.

"To where?" Mack asked.

Widow had a brainstorm, "His nose!" she said.

Coulson got on the comm-link, "Natasha, everyone, what the hell is going on?" he wondered.

"We shut down the Octobot, kicked Doc Ock's ass and arrested him." Widow reported. "Now we're heading to Spider-Man's nose!"

Fitz monitored the timer. "It sounds like you're about to grow back to normal size." he said.

"Yep, that sounds about right!" Ant-Man yelled.

"Oh dear! You gotta hurry!" Jemma instructed. "The Pym Particles are wearing off! You gotta hurry before..." Jemma was cut off in mid sentence by Ant-Man who was in the co-pilot seat.

"Spidey's finished! Yeah, we got it!" Ant-Man said. "God! This can't get any worse for the poor guy, can it?"

Ock, still handcuffed chuckled evilly. "Like I care for the wall-crawler." he said. "He deserves to die." Widow shot another laser at the mad doctor.

"Shut. The fuck. Up!" Widow threatened him. "We're NOT gonna lose him! And more importantly, I'M not gonna lose him either!"

"Oh but you..." Ock was about shoot a threat back at her, but instead got kicked in the face really bad by Mockingbird and Quake. They kicked him spo hard he was bleeding from the face.

"Thanks for shutting him up, Bobbi and Daisy." Widow said to her fellow S.H.I.E.L.D. Agents.

"No problem, Nat." Quake said, giving her then thumbs-up and wink.

"Hey, it's the least we could do." Mockingbird added.

Widow got the Spider-Jet into Spider-Man's nose. "We're currently at our destination guys. Spidey's nose." she said. "Now get ready and grab onto something."

Lance was a little disgruntled by what was about to happen. "Wait a second." he said. "You mean..."

"Yep." Widow admitted to what she was gonna do. "I'm gonna make my boyfriend sneeze us out."

"Oh, shit!" Mack said, holding on for dear life. Widow, used a mechanized arm from the Spider-Jet to tug a bit of Spider-Man's nose hair.

Outside, Spidey then felt a tingle as the angry New York mob came closer and closer. "Hey! I got something in my nose!" he said.

"Seriously, web-head?!" White Tiger complained. "At a time like this?!"

"Does Black Widow have big..." Nova was about to make a remark about Black Widow, but was cut off.

"Not now, buckethead!" Spidey pointed his finger at Nova. as he lifted up his mask to reveal his mouth. "I think I-I-I-I-AAAAAAATCHOOOOOO!" he sneezed, and then the Spider-Jet came out of his nose and grew back to normal size.

"Sweet Christmas!" Power Man said his catchphrase again. "They finally did it!"

"Were they successful in capturing Doctor Octopus?" Iron Fist asked.

The hatch opened up, and out came the Agents Of S.H.I.E.L.D., Ant-Man and Black Widow. "I have to say affirmative." Iron Spider said.

"Everyone wait!" Black Widow ordered the citizens. "We caught the creep that took Spider-Man's body and framed him for what he did to all of you!"

The citizens all turned their heads, and saw the S.H.I.E.L.D. Agents. One of them wolf whistled at Black Widow. "Hey, it's Black Widow of the Avengers!" a citizen with a green hat and a U.S. Army jacket said.

"Yeah but what's she doing here?" asked a female citizen with long brown hair and a blue sweat suit.

"Presenting the real culprit behind these incidents!" she said, throwing Doc Ock out into the open, and made him land on his arm.

"Doctor Octopus?!" the citizens all gasped and were wide-eyed with surprise.

Scarlet Spider added to Black Widow's case. "Yeah. You now see that it wasn't Spider-Man that hurt and killed all those innocent victims." he said. "It was Dr. Otto Octavius the whole time!"

The people were stunned to see that a hero was just being forced into a wall he couldn't get out of by a man who hated him so much. "Is this true?" asked Detective Terri Lee, as she walked over to the villain.

"That's right you feeble-minded, imbecilic fools!" Ock confessed for his crime, making all the people mad at him instead of Spider-Man. "I framed Spider-Man as part of my scheme to turn you all against him!" the townspeople all started to throw their garbage at him, and bashed him with baseball bats, hockey sticks and golf clubs. "Ah! I'll see that you'll live to regret throwing your garbage at me! I'll have my revenge! Mark my words!"

"Mark this instead, you son of a bitch!" Black Widow used her Widow's sting on Ock, and knocked him out. "Agents Hunter, May, Quake, Mack and Mockingbird, take him away! I'll join you later."

"Sure thing, Black Widow." Mockingbird said.

Widow then went over to the web-head. "Spidey, babe, are you alright?" she asked. "I was really worried about you." she stroked his head gently.

"Yes and no." Spidey replied. "Right now, I'm about to pass out." he then felt all blurry. "Damn that Doc Ock..." he then fainted in Black Widow's arms.

"Spidey?" Widow asked, as she tried to wake him up, but it did no good. "Spidey, wake up!"

"Come on, let's get him back to the Triskellion!" Power Man said, as he helped Widow carry him into the Spider-Jet. All the others Web-Warriors followed them into the vehichle, as did Ant-Man.

"Hold on, Spidey! Don't you dare die on me now!" Widow said, hoping that Spider-Man would not die.

Another one of the citizens walked up to Scarlet Spider. "Hey, um...Scarlet."

"Yes, Detective Lee?"

"I can assume that Ock wasn't working alone, right?" she wondered.

"Indeed so." Scarlet showed the same video he showed to the Web-Warriors earlier. "It was Cletus Kasady who killed that innocent life. Only he calls himself Carnage."

The New Yorkers dropped their weapons, blew out their torches and threw their garbage away. "Isn't Carnage a virus that nearly made us part of him?" a female citizen asked.

"Yes, but that was a copy Michael Morbius made." Scarlet revealed. "The original is of different origin."

"Well, we'll need to be on the lookout, in case he comes back." Terri replied.

"Exactamundo." Scarlet stated. "Right now, I've got to make sure Spider-Man stays alive."

"Good luck, Scarlet Spider." everyone said in unison as the

At a building in the Manhattan area, we see a woman with short brown hair and brown eyes watching a news report from an Asian woman, whose name could be seen on the front panel. The reporter went by the name of Whitney Chang, and she was spreading good press on Spider-Man since he saved her life before, despite what Jameson says about him. "This is Whitney Chang, live with a special update. It would seem as though Spider-Man was framed for crimes he did not commit by a man in a green and gold outfit with four silver mechanical arms on his back. The man has been identified as Dr. Otto Octavius, also known as Doctor Octopus. He has been arrested by S.H.I.E.L.D. Agents who are now taking Octavius into custody for traumatizing kids, scaring people, destroying property and allying himself with a monster who has not been revealed yet." she said. "In other news, fugitive Cletus Kasady, a.k.a. the Carnage Killer is still on the loose, and so far no one has a single clue to his whereabouts. Wherever he is, he cannot escape from the law forever."

"Amen to that, Whitney Chang." the woman said, sipping her coffee.

Back at the Triskellion, Doc Ock was thrown into his cell which was now outfitted with even more security than ever before. Director Fury was on the computer while Coulson was with Nova, Melinda, Leo, Jemma, Lance, Quake, Mockingbird and Mack. The other S.H.I.E.L.D. Academy student were in the medical bay over looking Spider-Man's injuries.

"You've been nothing more than a pain in my ass, Octavius!" Fury said, viciously as Ock was shoved in. "Now that we got you back you back in your cell, you forced us to to take drastic measures to make sure that it never happens ever again!"

Ock went over to the window, and ranted. "BAH! Don't be so sure about that, Fury!" he said to the S.H.I.E.L.D. Director. "I'd do it all over again if I must. What I've done today is only the beginning of what will transpire sooner than you can possibly fathom."

"Oh, is that so?" Fury wondered, and had his eyebrow raised.

"Of course you eye patch wearing, bald headed buffoon!" Ock insulted the Director. "But I assure you that you have another problem to deal with."

"Like what?"

"Why don't you ask Agent Coulson?" Doc Ock and Fury turned their attention to said Agent.

"Speaking of which, sir." Coulson started off his explanation. "When Doc Ock escaped from the Triskellion with Spider-Man's body under his control, Mesmero escaped."

"WHAT?!" Fury yelled with shock and dismay.

"Are you serious!?" Nova yelled.

"How did Mesmero break out?" Melinda May asked.

"That's what I want to know, too!" Fury demanded.

Coulson showed them all the footage of Mesmero's breakout from the premises. "There!" he pointed to the men standing in front of Mesmero's cell. "The Agents who were on guard duty for the prisoners reported that Doc Ock incapacitated them, broke Mesmero out of his cell and escaped the Triskellion."

Fury was madder than all hell. "Octavius, you son of a bitch!" he yelled while Octavius chuckled evilly. "You were up to something with Mesmero, weren't you?"

"Let's just say that possessing Spider-Man's body was just a pre-show of what's to come." Otto said, as he laughed evilly. "When the wall-crawler and the Black Widow cross paths with Mesmero again, it's deja vu for my arch foe all over again and the hostile takeover of the Triskellion will proceed as planned!"

"Hostile takeover? I don't know how you intend to pull that off, but it won't happen!" Fury had an angry squint on his face. "In the meantime, shut up and don't piss me off!" he shut his end of the comm-link off.

"Perhaps for now." Otto said, sitting down in his cell. His tentacles being restrained.

In the Medical bay, Peter was getting checked out by Dr. Connors, Martha and Billy. Black Widow was standing at his bedside, stroking his head gently. Squirrel Girl, Agent Venom, Iron Spider, White Tiger, Iron Fist, Power Man, Scarlet Spider, Cloak and Dagger were relieved that their friend was gonna live, but were upset with the way Doc Ock took over his body, but now that Ant-Man removed it from him, they know it won't happen again.

"Well, Peter, your wounds inside and out are healed." Dr. Connors said. "You're fine physically, but I can tell that you're literally traumatized by what transpired tonight."

"Tell me about it, Doc Connors." Peter said, with a ice pack on his head. "I had my fair share of worst days in my life, but what Doc Ock did to me today tops them all."

"I see." Curt said. "So, I strongly recommend that you need someone to keep you company tonight."

Black Widow walked over to the bedside. "Don't worry, Curt." she said, stroking Spidey's head. "I'll keep him company since he let me stay at his Aunt's place while she's out of town."

"That's a great idea, Natasha." Dr. Connors agreed with this.

Martha and Billy went over to him, and Martha patted Peter on the head. "Don't worry Peter." she said, comforting the boy. "Things will get better for you. You just need some time. What Octavius did to you won't last forever, that's all."

"I hope you're right, Martha." Peter said, hoping that things will go his way again. "Doc Ock's actions really took a toll on me."

Billy went over to the bed. "Hey, Pete! Before you go back home, I wanted to give you something to make you feel better." Billy showed Peter a drawing he made of Spidey, Scarlet Spider, Black Widow and the others with him standing triumphantly over Doctor Octopus. This left Peter a little bit happy.

"Really? Aw, thanks Billy." Peter said, thanking the Connors boy. "You shouldn't have."

"Actually, I have." Billy said, giving it to him. "It's the least I can do to cheer you up. After all, Doctor Octopus is being such a booboo headed bully." he pointed out.

"Easy there, son." Curt said, being firm but fair with his offspring.

Martha wagged her finger at him "Now, Billy, it's not nice to say things like that even if it's true." she said.

"Sorry mom." Billy said.

Widow got Peter out of bed, and walked him over to her car, taking the drawing with him. "Come on, Petey. Let's go home." Widow said.

"Okay, Nat." Peter said, as he waved at his friends. "Good bye guys. And thanks again!" he said.

"Bye!" they all collectively said, as Widow's car took off into the sky. The doors opened up and Debra walked into the room and saw her old boyfriend. "Eugene Flash Thompson, is that you?" she asked.

Agent Venom was shocked to see someone from his past there in front of him, and his eyes grew wide. "Debra?" he asked.

Debra went over hand embraced him. "It's so good to see you." she said.

"Good to see you too, Debs!" Flash said, happy to see his old girlfriend. "What are you doing here by the way?"

"Oh, I joined S.H.I.E.L.D. so they could pay for my college funds." Debra stated to her ex-boyfriend. "Being in college can be very expensive nowadays y'know?"

"Yeah." Flash replied. "After I became Agent Venom, thanks to the Symbiote, I joined S.H.I.E.L.D. as a superhero and a member of the Web-Warriors led by Spider-Man."

Debra was amazed by this thing. "That's great!" she said kissing him on the cheek.

"Yeah, oh have you already met the others?" Flash wondered, as he showed her the other heroes that were with him.

"Of course I have." she replied. Debra recognized Cloak, Dagger, Nova, White Tiger, Iron Fist, Power Man, Iron Spider and a few others. "Except for this Scarlet Spider who looks different from the last one."

"So, you two know each other?" Scarlet asked.

"Yeah, since freshman year in high school." Agent Venom said. "She graduated to college when she was in her Sophomore year."

"I see." Kaine took his mask off and showed Debra what he looked like.

"So, when did you meet Peter Parker?" Debra asked.

"During the time Peter, Natasha and I teamed up with two members of the X-Men, Iceman and Firestar to take down Juggernaut, Tombstone, Hammerhead and the Enforcers when they stole his web fluid formula." Scarlet said to them all.

"Really?!" everyone said in unison.

"Yep." Scarlet said, confirming the fact.

"Man, that's awesome!" Nova said, feeling excited to hear that. "I heard the X-Men was like that too."

"Yeah, but I heard that Wolverine was the most badass member of them all." Power Man stated.

"I would like to personally meet Iceman and Firestar someday." Amadeus Cho said, getting out of the Iron Spider armor.

"Me too." Dagger said.

"So would I." Cloak added.

"It would be an honor if we meet them someday." Iron Fist stated, as he bowed.

"Yeah, I bet." Scarlet said, as he went over to the window. "Now, if you'll excuse me, I must be heading back to the loft. And remember that promise, guys."

"Don't worry about that man." Power Man said to the man in Blue, Black and Red. "We got you."

"Good." Kaine acknowledged Power Man's acceptance. "My brother will know the truth real soon, but not right now."

Ant-Man looked at the new watch he installed into his suit. "Yeah. Oh, I gotta get back home. My daughter needs me." he said, denoting that his daughter Cassie needed him. "See you guys next time!" Ant-Man said as he raced off towards one of his ants.

White Tiger then went over to Kaine. "Oh, and Kaine before you go, I just want to say I'm sorry for being so rough and mean to your little bro." she apologized to the older Parker. "I just let my emotions get the better of me."

"Apology accepted, Ava Ayala." Kaine said, embracing White Tiger. "Just don't be so hard on him, okay?"

"I'll try." Ava said. "Even if he messes up sometimes."

"Hey, Scarlet!" Squirrel Girl said, getting Kaine's attention.

"Yeah?" Scarlet wondered. But then, Squirrel Girl kissed him on the cheek, making everyone shocked.

"It's for good luck." Squirrel Girl said.

Kaine was blushing a very bright beet red, enough to match his mask. "Um...I really gotta go." Kaine said, as he put his mask on and swung off into the night, back to his loft.

White Tiger and the others wanted to know what that was about. "Really, Squirrel Girl?" White Tiger asked. "Did you do that on purpose or what?"

Nova started being coy, "Oh, I get it now!" Nova teased. "You got a crush on him, don't you?"

"Sweet Christmas!" Power Man said.

Squirrel Girl was dumbfounded and began blushing. "What, no! I just gave him a good luck kiss on the cheek. That's all." she admitted. "Besides, I already have a boyfriend. His name is Robbie Baldwin."

Ava and Dagger were surprised to hear that, as were the others. "Shut up, girl." Ava said, in a playful manner.

"No, I'm serious!" Squirrel Girl said, showing them a picture of her and a blonde boy standing together embracing.

"Wow, you made a good choice, Doreen." Dagger said.

"I know, right?" Squirrel Girl said, as she laughed along with White Tiger and Dagger.

"I can dig that." Power Man stated something he wanted to tell them. "I also got a girlfriend named Jessica Jones." he admitted.

"I see, Luke." Iron Fist said, agreeing with him. "The girl we met before?" he wondered.

"Yeah, along with Misty Knight." The other Web-Warriors all heard that.

White Tiger, Squirrel Girl and Dagger were amazed, as were Cloak, Amadeus and Agent Venom. "Hold on a sec." Ava said. "When did you meet these two girls who happen to be your friends?" she asked.

"Oh, it was back when we first got our powers." Luke said, taking his shades off.

"Wow, that I did not know." Debra said.

Later, at the Parker Residence, Peter had a sad look on his face, but decided to call his Aunt May and tell her that he's still alive. He pressed the speed dial button on his phone, and May answered it.

"Hello?" May asked.

"Hi, Aunt May." Peter said. "It's me, Peter." he sounded upset about something.

"Peter, you sound sad." May said, feeling concerned. "Are you alright?"

"No, Aunt May, I'm not." Peter began to tell her about what happened. "Doctor Octopus took over my body and did terrible things with it while I was trappened in my own mind." he said, sniffing sadly.

"I already know, Peter." May said back to her nephew, and yet Peter wondered how his Aunt knew about what had happened. "S.H.I.E.L.D. Agent Jimmy Woo and Dr. Ashley Kafka informed me about what happened. I'm so sorry that happened to you."

"Yeah, I'm sorry too." Peter said. "Because of Doc Ock, it'll be very difficult for me to sleep well tonight."

"I know but there's more startling news that they informed me about."

"What is it?"

"They informed me that Carnage is back."

Peter had a look of shock on his face, the name was very familiar to him, and yet somewhat gruesome too. "Carnage? But, that's impossible." he said, feeling his heart race. "I destroyed the Carnage Symbiote except for the fragments of it that are inside Mary Jane."

"I know that." May replied to her nephew. "But they told me that the mentally deranged serial killer named Cletus Kasady became the new host for the Symbiote." she warned Peter. "And he's extremely dangerous."

"Wow, that is scary." Peter knew that a killer named Cletus Kasady had recently broke out of Ravencroft Prison.

"So please be extremely careful if you encounter him, Peter."

"I don't know if I can last against a monster like him." Peter said, beginning to doubt himself.

"To be honest, me neither." May admitted. "But, I have faith in you will defeat him, despite that I fear for you and your mystery girlfriend. Tell her that I'll allow her to stay with you and you both can sleep in my room for a while until I get back."

Peter felt a little bit of relief. "I will inform her of that."

"I love you, Peter."

"Me too." Peter said. "Bye."

"Bye." May hung up on her end, and he placed his phone down.

Natasha came into the room, wearing a red and blue soccer jersey with the number 10 on it. She bought this while she and Peter went shopping for clothes for her. Peter was down in the dumps about what happened earlier and Natasha went over to him.

"Peter, are you alright?" Nat asked.

Peter replied, "Yes, but I'm still hurt over letting Doc Ock get inside my brain and making my body do horrible things with it in the real world." he started to choke up a little bit. "Even that asshole J. Jonah Jameson and his anti-Spider-Man rant hurt me a lot more than anyone could think of." he then felt tears starting to flare up in his eyes. "Nat, I screwed up again. I really, really, really screwed up again!" Peter broke down and started to cry in front of her.

Natasha wiped the tears from his eyes and shushed him quiet, while she stroked his head again. But this time, she pulled him close to her bosom. "It's okay Peter." Natasha said. "It's not your fault. It's Doc Ock's fault that he did it against your will." she gave Peter a reassuring smile. "I won't give up on you no matter what because I know you won't give up on me either."

"You're right, Natasha." Peter said, sniffing. "I'll admit that for a beautiful Russian badass super spy, you got a heart of gold."

"So do you, sweetie." Natasha said. "Although you now have red in your ledger."

"Thanks to Doc Ock, but unlike him I'm not a killer." Peter added. "He may have put the blood of the innocent on my hands but I'll have to take steps to make sure that it'll never happen again." he declared. "Because if it does, I'll never be able to live with myself."

Natasha slapped Peter in the face, and pulled him over to the wall. "Don't say that, Peter. Don't so this to yourself." she begged and confessed something to him. "I was once like you before I joined the Avengers. Being haunted by my past, terrible memories of innocent people dying whether by my hands or someone else's, torment during my days training in the Red Room and losing the people that was dear to me." Peter did not ask her to tell him that before, but her fellow Avengers did. "After being reminded of them, I realized that it would break my heart if I lost you."

Peter was amazed by how much she cared for him. "You're right, babe." Peter said, holding her hand. "After hearing you you say those things, I realized that you did more then telling me how much you love me, you showed me that as well."

She smiled happily at him, and placed her hands on his shoulders. "I guess I realized that love isn't just for children, it's for everyone too." she stated. "I thought I would never fall in love again until you and I got close."

But then Peter remembered what was said to him before Nat came in. "Oh, by the way, Aunt May said that you can stay here and you could sleep in her room for a while until she comes back from her trip."

"Sure, okay." Natasha said, as she took Peter in her arms and carried him. "But I'd rather sleep with you as always. I wouldn't mind if you slept with me because of your warm touch."

Peter felt complimented as Natasha took him into his Aunt's bedroom where they first agreed to team up. "That's good." Peter said, still wondering if he'll have a horrible reminder. "Because, I don't want to end up having a nightmare about what happened tonight."

Natasha opened up the door, pulled the covers over and placed Peter on the side where his Uncle Ben slept when he was still alive. "I think I found something that can fix that."

"Really?" Peter ask, as Natasha covered him up and tucked him in. "How."

"Listen." Natasha began to sing Bryan Adams' old hit Everything I Do (I Do It For You) in the form of a lullaby.

(A/N: I do not own the song Everything I Do (I Do It For You). All rights go to Bryan Adams.)

"Look into my eyes, and you will see what you mean to me. Just search your heart, search your soul. When you find me there, you'll search no more." Peter felt his eyelids becoming heavy. "Don't tell me it's not worth fighting for. You can't tell me it's not worth dying for. You know it's true. Everything I do. I do it for you." Peter then closed his eyes.

"Wow, Nat. I didn't know you had such a beautiful singing voice." Peter said, feeling like nothing was gonna bother him tonight.

"Me neither." Nat replied. "I found that out when I sung in the shower. I used it once on the Hulk until he fell asleep and changed back into Dr. Bruce Banner."

Peter did not know that at all. "Amazing. Thanks to that lullaby, I feel a whole lot better." he said. "I can finally sleep peacefully. Nat, you're the best."

"Thank you, handsome." Natasha got on Aunt May's side of the bed, and kissed Peter on the lips, and held him tightly.

To Be Continued...

Well, there you have it folks. Chapter 8 is officially done. I'm sorry it took a while. I got held up at work. Plus, I would like to dedicate this chapter to the loving memory of my pet cat Starfire. He died last month on Thanksgiving day, it was a devastating loss and I had to bury him in my backyard. I hope Christmas will be better than this years Thanksgiving. And if you're wonder who the woman with the short brown hair and brow eyes is, I won't reveal who it is yet, but' some of you are gonna be shocked out of your socks when you find out.

By the way, Akuma is the Japanese word for Devil or Demon. Plus, I'd like to mark this as a whole year since this story started. I wonder what 2017 will bring to me, ERoc901 Tha Clean Up Man and our friend UltimateWarriorFan4Ever.

Stay tuned for Chapter 9: The Spider Switch - Part 1! Spider-Man and Black Widow have switched bodies due to Mesmero hypnotizing her before the whole thing, so now they have to master each others powers in order to save the Avengers, S.H.I.E.L.D. Academy and the Agents Of S.M.A.S.H. from Mesmero's control. And will Kaitlyn Rogers save her biological father: Captain America? Find out next time!

Please Read, Review, Fave and Follow. And remember, NO FLAMES!