The X-men of X-Corporation continue to try and be agents of peace in a world that hates and fears them. Living in a time where a presidential election is shortly coming, the X-men are hoping that they will be able to change the hearts and finds of those who hate them. However, this proves to be a difficult task with hate groups, a presidential nominee who is looking to start up a project titled The Wide Awake Project, and those out there who continue to make life harder.

Two of these individuals include Mojo Adams and Mysterio, who recently kidnapped up-in-coming pop star Dazzler to try and get their failed television show back on the air. Fortunately, they were stopped by not just the X-men, but also Bobby "Iceman" Drake's best friend Peter "Spider-Man" Parker.

Issue 52: Ominous Octavius

Marsden Regional High School – Auditorium

The weeks following Peter Parker revealing his secret identity of Spider-Man to Bobby "Iceman" Drake proved to life a weight off Peter's shoulders.

After having put a stop to Mysterio and Mojo Adams, Bobby found that he was keeping up with Peter's acts as Spider-Man all over New York, especially after Peter told him of how he had stopped the Rhino from terrorizing New York. Of course, Bobby saw the photographs on Instagram of Peter grasping Rhino's horn as Pete rode on his armor through New York City. It was something that Bobby had been more than interested in hearing, as well as hearing of other villains Peter had battled, such as Max Dillon – Electro, and a man named Scorpion.

Now, sitting in the auditorium, preparing to go on their class field trip to Octavius Enterprises to witness Otto Octavius present mechanical arms that were made with artificial intelligence, Bobby was ecstatic. Having missed the field trip to Curt Connors' lab, Bobby was determined not to miss this this field trip, considering how Peter had made such a big deal out of it.

"Peter, you've been talking up this trip for weeks. It better be a good one," Bobby said.

"Believe me, Bobby, it's gonna be a real good one. I should know. I've been following Otto Octavius' work and research since I was in first grade. His research has the potential to change the world, Bobby. Imagine how many people it could potentially help, especially injured war veterans who lost their limbs," Peter insisted as they got out of their seats in the auditorium to board the school bus which would be taking them to Queens.

For Peter, going to Queens for the field trip made him feel as though he was truly returning home, as he had been born in Queens. "I mean, imagine what we can do with artificial intelligence. This is something that I honestly feel is the next step towards the evolving of scientific development. Plus, this is a moment for me. Most out there say that their hero is Captain America. But Otto Octavius, he's been my hero since childhood. I always knew that I had wanted to be just like him," he continued to say.

"Speaking of artificial intelligence, Dr. Hank Pym is looking to work on building an AI that can help us privatize world peace," said Bobby. "He as much as Tony wants to turn world peace into a business; honestly, I've got my reservations. Have you seen that Judd Law movie, AI: Artificial Intelligence?"

"I have," said Peter as the bus started driving towards their destination. "To be quite fair, just because a robot might have a human-like mind, it doesn't mean that it is human."

"Exactly!" Bobby said. "That was one thing that I took away from watching that film. You either get it or you don't get it. For me, I will always get it somehow."

Peter nodded. "But artificial intelligence could have many benefits to it, my friend."

"Peter, only you would be deeply fascinated by something like this," said Johnny from where he sat with Angelica and Mary-Jane.

"Johnny, tell me, as the younger brother to a genius-level scientist, how could you not find this interesting?" asked Peter to his childhood best friend with a raised eyebrow.

"Dude, science puts me to sleep. You want me to sleep well at night, read me a biology text book as a bedtime story. It's what Sue did for me all the time when I was five years old," Johnny quipped.

Peter and Bobby both laughed as Peter pulled his camera out. "Now, guys, as editor-in-chief of the yearbook, I need to get pictures to put in there. So therefor, make sure you smile pretty."

"I always smile pretty, Pete," Mary-Jane said with a grin on her face, flipping her red hair out of her eyes.

Peter grinned at M.J, giving her the thumbs-up. "Also, you know after this year, Principal Ditko is retiring, and I am the one in charge of editing the going-away video for him. So therefor, you guys need to plan out what you're going to say. I've got Bobby's already."

"Yeah, and I want to do mine over!" Bobby pled.

"We'll clean it all up in editing, dude," Peter said.

"Yeah, but I want to do mine over because it sucked. "A day over eighty!" What the hell was I thinking saying something that stupid?" Bobby groaned.

"Hey, Bobby, there's worse things that you can say," quipped Johnny.

"You really think so?" Bobby asked.

Johnny was silent at that. He knew Bobby's portion of the farewell video for Principal Ditko was nothing short of terrible and embarrassing. But, Peter wasn't allowing anyone to redo anything; Bobby wondered if his friend was just using that to hold it over his head for the rest of their high school years to come. The five of them proceeded to stay silent for the remainder of the trip, Bobby plugging his earbuds into his ears and listening to music as he tried to forget the downright embarrassing footage that was on Peter's camera.

Pym Enterprises – Hank Pym's Workshop

Over the course of the past few weeks, Dr. Hank "Giant Man" Pym found that he was stressing over the fact that it was taking Tony Stark and Hank McCoy so long to crunch numbers in the effort to make sure that his brainwaves were the correct thing needed for Ultron.

Pym wanted to get started on Ultron as soon as possible, so that he could prove to the world that world peace could be accomplished and succeeded through technology. Despite the doubts of his ex-fiancée, Hank McCoy, Tony Stark and Charles Xavier, Pym wanted nothing more than to prove them all wrong, considering just how deeply passionate he was towards wanting to make the world a safer place for mutants and humans everywhere.

'Nobody gets how Ultron could potentially benefit the world . . . what it can do to protect people in this country . . .' Pym thought as he sat there, tinkering away with the robotic prototype that would eventually become Ultron. 'My brain pattern in the only thing that can work with this AI . . . I've crunched the numbers over and over again. All the evidence points to the fact that my brain is the key to all of this; why can't the professor and Tony and Beast see that? Why can't Janet see that? Doesn't she trust me at all? I thought that Janet of all people would believe in me . . .'

As Pym sat there in solemn silence over the fact that nobody seemed to understand where he was coming from, the voice of Jarvis, the AI that ran Pym Enterprises, sounded throughout the room.

"Mr. Pym, Hank McCoy and Tony Stark are here to speak with you," Jarvis said.

"Thank you, Jarvis; send them in," he said in reply.

"Very well, sir."

Jarvis proceeded to open the doors to Pym's workshop space, allowing Tony and McCoy to enter the room. Tony, luckily, was walking around now that he finally regained some strength back. After weeks of being weak due to being on a detox, Tony was just glad that he was finally allowed to be out of the infirmary. However, it did not mean that he wasn't being watched by the professor, Moira, or even Doctor Reyes. All three made it clear that he wasn't allowed to have any more alcohol.

The first three weeks of being on the detox program Moira had designed for him had been hell. It had been weeks of intense nausea, severe headaches, anxiety attacks, and hallucinations. During that period, Tony had hardly been able to keep anything down, to the point of needing to be on an IV to prevent dehydration. Now, he was finally able to at least hold down liquids like Jell-O and soup without throwing up, and he was able to walk around without fainting or collapsing. However, holding down solids was still posing an issue for Tony.

For now, Tony was just thankful that he was able to walk, and no longer be dependent on a wheelchair to get around the office. Now, he was finally able to meet with his oldest friend regarding the project known as "Ultron."

"Alright, Henry. We've crunched numbers after numbers for these past few weeks now. And, everything adds up," said Beast.

"Why am I not surprised? Oh, I know why . . . because fact is, I am one of the top scientists in the country," Pym said with a smile on his face.

"Well, we had to be sure that your brainwaves were the key, my friend," said Tony. "Besides, I've heard plenty of horror stories of how AI's can be corrupted."

"This isn't the movie AI: Artificial Intelligence, Tony," Pym said with a shake of his head.

"But, isn't that essentially what this is?" asked McCoy. "Just because something may have a human-like mind, it does not mean that it is human. That's why I personally have my own set of concerns about this."

"McCoy, do not overthink any of it. And besides, my birthday is coming up around the corner and I expect you and the X-men to be at my party this month. You're coming, right?" asked Pym.

"Yes, of course. I wouldn't miss it. But, if I have a sip of booze that night, Moira would kill me. She's going to be there to make sure that I behave that night and stick to my sobriety program she's got me on," said Tony.

"You can't even have vodka? It's low calorie," Pym said.

"No!" Tony said. "Henry, I cannot be around you. You are a bad influence! But there is one thing about you that is good. And that is that everything I can already do; you can do better."

"Like I do not know that. I remember, when we were in elementary school, fifth grade to be exact, and we had that science fair project where we chose to build a computer, because we were both that ambitious. I took it one step further, and I had ended up building the hard drive that went inside it, from scratch. That's why I am the one qualified to build Ultron," pointed out Pym. "No matter how much you crunch the numbers, the proof is right there in front of your eyes."

"But you know why we had our second-thoughts on it," Beast insisted. "And it's quite ironic, because Iceman – Bobby Drake, he's on a school field trip with his class right now viewing Otto Ocatvius' presentation of robotic limbs that use artificial intelligence. While I am quite envious, I also know it can go bad."

"You cannot predict everything, McCoy," said Pym in an insistent tone of voice.

"Oh, believe me, I know, but, there's always that possibility," Beast said. "Well, I better get back to Stark Pharmaceuticals, and after that, I have to get to the eye clinic. I am this close to a breakthrough on that cure for blindness."

"McCoy, between you and me, we both know why you are so determined to cure blindness," said Tony as they walked out of the room, leaving.

"Tony . . . Carly is just a small part of the equation," Hank said.

"Sure, she is; when she came by the eye clinic, I don't think I've seen you happier," Tony pointed out.

Outside Octavious Enterprises

For the remainder of the bus ride, Bobby found that he was sound asleep, having grown bored on the bus ride. Since the school bus had been stuck in traffic on the Queens Borough Bridge, he'd passed time by resting in his seat beside Peter.

His head was lolled on Peter's shoulder, his cheek squished to one side like a basset hound when it was about wake from a nap. He had earbuds in his ears, listening to music from his playlist, which consisted of songs from the CD Scott had given him for his birthday. Currently, Daughtry's "Baptized" was playing in his ear. A dribble of drool was sliding down past his mouth. However, little Bobby realized was that he was freezing in his sleep.

"Bobby!" Mary-Jane called out to him. "Bobby!"

Bobby startled awake at the sound of M.J's voice. "Yes, M.J?" He took the earbuds out of his ears.

"You're freezing in your sleep again!" M.J noted as she took stock of the ice that had surrounded Bobby's bus seat.

"Oh, I didn't notice." Bobby smiled sheepishly.

"And besides, we're here, so wake up, be alive!" Johnny said, snapping his fingers as he undid his seatbelt.

Bobby took his seatbelt off, and he and Peter proceeded to get off the bus and they followed their classmates, as well as their science teacher, Ms. Lee, inside the building. Looking around them, they saw the displays of all the robotic limbs everywhere.

"Holy shit, this is actually super cool," Bobby mused as he pulled his phone out. "I want to Snapchat this. If Hank were here right now, he'd die and go to heaven."

"Good, it's about time you Snapchat something like this," said Peter, pulling his own phone out to take a photograph. He then pulled out his camera for the yearbook to take a picture. "M.J, Ange, I'd like to get your guys' picture over by this. After all, I need photos with students in them for the school yearbook and paper."

Angelica and Mary-Jane nodded smiles on their faces as they posed next to a pair of robotic arms.

"Oh yeah, that's a picture right there," Johnny said with a smile as he pulled his phone out to take a picture of his girlfriend. "Ange, you look so gorgeous right now, I can't take it."

Angelica grinned wider as Johnny moved to stand next to her to replace Mary-Jane. He handed Peter his cell phone. "Pete, make sure this one's really good, because this is gonna be my home screen." He leaned a kiss against Angelica's cheek as Peter took the photo. "Thank you."

"You know I've got you," Peter said with a grin as they followed the rest of their classmates as well as their science teacher and tour guide.

"Alright, Octavius Enterprises was founded in the year of 2004. The company specializing in robotics, Otto Octavius formed this company with intention of building robotic limbs that use artificial intelligence, which can potentially be used for those who have to have their limbs amputated. Ultimately, with the artificial intelligence finally developed after years of such hard work, Dr. Octavius is very proud to present this to your class as part of your field trip," the tour guide was saying.

Peter, in his excitement, wasn't listening to what the tour guide was saying. He was too busy taking photographs of the space, which had photographs of Otto Octavius in grad school, and photos of the prosthetic limbs. There were also glass cases with some of the prosethetics inside, furthering his enticement. Though he was pulled from his enthusiasm when he overheard Duncan Matthews.

"Yeah, whatever," Duncan Matthews said a little too loudly.

"Hey, Duncan, how's about showing some respect?" asked Peter heatedly, glaring at him.

Duncan turned around to face Peter. "Shut the fuck up, Parker!" he spat out.

"Parker, Matthews, the both of you, enough," Ms. Lee said sternly. "Are we clear?"

"Yes. Sorry, Ms. Lee," Peter said.

"Yes," Duncan said; the attitude evident in his voice as he glared at Peter. It was a silent sign of saying that it wasn't over.

The class continued to walk along, listening as their tour guide spoke. Peter continued to snap photo after photo for the yearbook, his eyes wide in fascination for what he was seeing. Even Johnny seemed genuinely interested in the sight before his eyes.

"Wow, Johnny, if Sue knew you had an interest in science right now, she'd be so proud," Peter joked.

Johnny rolled his eyes as they climbed the stairs up towards the laboratory where the presentation of the artificial intelligence was going to be taking place. As they got closer to the lab, Peter seemed to grow all the more ecstatic. He'd already been antsy since that morning. Now, he looked like a little kid on a sugar rush.

"I'm so excited!" Peter practically sounded like a twelve-year-old on Christmas morning.

"Pete, if you're this excited over this, how are you going to be on your wedding day?" asked Angelica jokingly as they entered the lab, to see Dr. Otto Octavius there, his wife Rosalie at his side.

"Hello, everyone," Dr. Otto Octavius said. "I am honored that Marsden Regional High School is here for the sophomore class field trip. This experiment, as you know, is something that is about fifteen years in the making. Now, this is just a test run before we distribute this to the public for those with disabilities. This could forever make a difference, and bring advancements in medicine. Now, Rosalie, shall we start, my dear?"

Rosalie Octavius, Otto's wife and lab assistant nodded, and proceeded to turn on the machine which would be operating the AI. Before they knew it, the machine operating the artificial intelligence was turned off, and the robotic arms attached to Otto started to move on their own accord. The kids let out a round of applause. Peter proceeded to take more pictures for the yearbook out of pure enticement.

"Wow, this is incredible," whispered Mary-Jane in pure fascination, her green eyes widening as she smiled at Peter, knowing how excited he was about this.

"It is," Johnny said in agreement, wrapping an arm around Angelica's shoulders and pulling her close to his side.

For the most part, the prosthetic arms were moving smoothly, earning Otto Octavius a round of applause from the students. Otto proceeded to use the robotic limbs to juggle a tennis ball. Then he began to juggle two, then three, then four, then five, then six, then seven, then eight . . . it went to fifteen tennis balls before Otto successfully got them into a box on a nearby desk. That earned him another round of applause, but Peter was beaming and smiling harder than his classmates were. Surprisingly enough, even Taryn Fujiko, Duncan Matthews and Flash Thompson seemed impressed. The fact that three of Marsden Regional's biggest bullies were impressed was a shock.

'Wow, Taryn, Duncan and Flash seem engaged. Is this a start of the apocalypse?' thought Peter as he shared a smile with Mary-Jane, who returned his grin. Mary-Jane pulled out her own camera, determined to get pictures for the school paper as well.

Suddenly, just as the AI was about to be turned off, that was when they all saw that something seemed to be going wrong. The robotic arms were beginning to malfunction, moving erratically.

"What's going on?" whispered Angelica.

"Something's wrong," Peter said softly. "I think it's the AI itself. It has to be! Dr. Octavius, shut it down!" he yelled warningly.

Rosalie quickly went around in attempt to turn off the machine, but sparks of electricity were flaring off. "I can't!" she said anxiously. That was the moment a small electrical fire seemed to burst off the machine controlling the AI.

"Bobby, do something!" cried out Mary-Jane anxiously.

Bobby nodded, allowing a small burst of controlled ice to fire at the flames that were starting to warp to put the fire out. However, that only solved part of the issue. The sparks of electricity were still an issue that was very much concerning. The electrical sparks continued to grow worse and worse, until finally, the machine seemed to not be able to take much more, and a burst of energy flowed through the room, knocking everyone back.

Bobby put his organic ice form around his whole body in effort to protect himself. The robotic arms attached to Octavius proceed to grow out of control, attacking at random and moving to attack several students, including Flash Thompson and Duncan Matthews. However, Angelica quickly ran in and shoved them out of the way to prevent that from happening.

Unfortunately, one of the robotic arms proceeded to attack Rosalie Octavius, who was prone to it. The arm reached forward and grabbed onto her neck, strangling her. Peter sneakily used his web shooter to try and force the robotic arm off Rosalie's neck; it was no use, because before they all knew it, Rosalie was on the ground, not breathing or moving.

"Holy shit," whispered Johnny as finally, the AI-controlled arms proceeded to stop moving. Otto quickly moved towards his wife, who was lying there dead on the floor. The man looked gut-wrenched and devastated.

"Oh my God," Bobby said quietly, feeling the nervousness pooling in his stomach, thinking to himself that this was not going to mean anything good at all. He quickly went over to Peter. "Pete," he whispered.

"I know, I know what I'm looking at, buddy," Peter said anxiously as he watched Otto break down over the loss of his wife. Shaking his head, Peter couldn't help but wonder what ramifications would come from something like this.

'Dammit, another class trip ruined for me. First, it was falling ill after getting bit by a radioactive spider. Now my childhood hero killing his wife with unstable prosthetic arms,' he thought as she continued to shake his head. The teachers ushered everyone out of the building so that they could go back to the buses. Peter, M.J, Angelica, Johnny and Bobby just stuck close together.

"Why do I have a feeling that this is just going to lead to something much worse?" Angelica asked.

"Great minds think alike, girl," whispered Peter.

Up next: For Humanity

A/N: The reference to Bobby's music playlist is a reference to his reflections from volume 2. It's subtle things like that that makes reading the reflections that much more necessary.