Superior Spider, Addition to the Web Chapter 7: The tentacles of Doctor Octopus Final, a Spider-Man + Naruto Crossover fanfic

Disclaimer: see previous chapters...

To those wondering why I have this fic under Naruto & Spider-man...well it was the only one with a Mary Jane Watson Character Category. Marvel didn't have it, for some reason.

Also, so it was agreed upon that May will be in the harem. However, no one (only a few) wanted Tandy/Dagger out. So, against my better judgment, lawyers, and conscious, I decided to ALLOW Tandy in.

That brings the TOTAL of girls in the Harem to: 34!

That's it! No more. You can beg, you can bribe! You can sell me your hot mom, and I won't allow ANY MORE additions!

IT'S FINAL!

While this might seem like a large number, it's better than the Spider-man harem list I was told about, belonging to the author Diablo Ex Machina. I saw the harem list in his profile page, and I was like "DAMN!". I'm not being mean, just comparing. Though I feel like he/she gets me. When it comes to harems, you just can't help but want the main character paired up with most, if not ALL, the hot women!

It's just logic! (in some way).

But enough about that! I will post the COMPLETE harem list in my profile. If you don't want to see it, or don't care, you can ignore it. Also, do you guys give a damn about the appearance I'm basing them off in the fic? Just curious.

Now, second thing. This is sorta a maybe/maybe not spoiler. There will be other pairings in the fic. I'm not evil. Perverted and lazy, but not evil.

The thing I wanted to talk about, was Aunt May. I want some love in her life, and will pair her with someone. The question is, WHO? There are two choices:

John Jonah Jameson, Sr. (J. Jonah Jameson's father, like in the Earth-616 comics)

Ben Parker of Earth-3145 (the "Spider-man" of his world, lost his wife and Peter to Emerald Elf/Norman Osborn, officially appeared in the "Spider-Verse" comic event)

So "new husband" or "same/old but much loved husband". Tell me which one you want, and WHY. EXPLAIN! This poll will end on the premier of the...let's say 12th chapter.

Now, a moment to answer some reviews:

Writing Warrior: I have this idea for Cloak and Dagger's relationship I want to try.

The Question (as well as concerning Mary Jane's Hero position): I DO plan to give Mary Jane powers. Which ones or what will be kept a secret for now.

Topic on Spider-Gwen: Yes, Gwen will appear, and will be Spider-Gwen. How I will do that, will be kept a secret (can't give too many spoilers, can I?)

Spiderfan8: I can't get rid of Squirrel Girl! She's awesome! Monkey Joe on the other hand...

Rexy (And this goes out to everyone too!): My method on how this story will go, is mixing and combining scenes and events of ALL the Spider-man franchise. What I mean by that, is that I will be combining events that happen in the comics, movies, television shows, and even video games in ways that contribute to one another and can be followed. And that goes for how heroes and villains will play in my story.

LazyKid24: Yep, everyone loves the Spiderior Spider-man costume! There is just no denying it! I myself find it a lot better than the original costume, mostly because red and black are my favorite colors. Also, interesting idea you have.

Kira444: You would NOT be the first person to ask me about doing a Naruto/X-Men story. I just find myself reluctant to do it, as I barely know anything from it. All that I DO know comes from X-Men Evolution and the movies.

Blaze1992: Kurama still holds anger and hate in him, though it will vanish in time. Though there will be times he will actually help Naruto, as he doesn't want to have a weak container. They're relationship will get better in time. Yes, Naruto killed the guy who KILLED his uncle, but it was only in a moment of anger. He won't be killing people...until further notice. 2. I'm going to say 'yes' as it is common for the Avengers and Fantastic Four to go to other planets, so he might join them. 3. Yes, I desire for Naruto to one day in the future to establish Parker Industries, maybe be a protégé to Tony Stark to get some experience in doing so. 4. For some time, he will do crime fighting in New York, before maybe going out into the work either with the Avengers or Fantastic Four, or even by himself. And 5. Hm, yeah. Though I'm not exactly knowing on specific events, as I'm slowly reading the comics. Hope that answers your questions.

That's all for now!

Now, on to the fic!

Chapter 7: The tentacles of Doctor Octopus, Final Confrontation

Previously, on Superior Spider:

"This spider has more tricks up its sleeves, Doc." He then began to fire web-bullets at Doc Ock. Scowling, Doc Ock shielded his face with his arms (both regular and metal) as the barrage of web balls struck him. His tentacles were wrapped up in a cocoon of web. Pulling his arms down, he was about to say something, only for one last web bullet to hit him on the face, covering his face in web. "Bullseye!" Spidey cheered.

Growling in anger, with a roar, Otto ripped his tentacles free of the webbing, and used a claw to get the web on his face off. He glared at the annoying pest. "I grow tired of your games, bug!" He shouted, and sent all his arms at him. Spidey only had one thing to say.

"I'm a Spider!"

Now back to your regularly scheduled program!

Oscorp ‒ Lobby

"Yikes!" Spider-man yelped before he jumped out of the way, as another chair crashed and shattered on his spot. He web-swung around the lobby of Oscorp, dodging flying projectiles sent at him by the crazed Otto Octavius, now named, and calling himself, "Doctor Octopus". "Come one, doc!" Spidey shouted as he landed on a top corner of the room. "Can't we talk about this? You're a Cephalopod; I'm an Arthropod! So how about it?" He asked.

"Enough talk!" Doc Ock shouted as he sent his arms at the annoying pest. Once more, Spidey jumped out of the way. While in the air, he shot web-bullets at the metal tentacles, wrapping them around the claws. With one hand, he shot a web-line to the ceiling, and began to swing around the arms, whist continuing to fire webbing at them. Soon, the claws and tentacles were wrapped up tightly in a web cocoon.

Spidey landed in a crouch in the stairs. "That should do it." He muttered, only to be proven wrong, when with a loud angry roar, Otto had his arms pull apart, ripping through the web. Spidey blinked. "Oh...that's not good."

"I grow tired of these games!" Doc Ock shouted as he grabbed a metal post on the ground and chucked it at Spider-man. The red and black hero dodged it by leaping up into the air. However, while in the air, a claw grabbed him by his feet. Eyes widening, he gave a yell as he was swung like a bat through the air, smashing hard into the ground, before being lifted and smashed down again. He groaned as his bones shook from the impact, as he was lifted up again. Like a lasso, he was span around, making him yell, before being sent flying. It was only his quick thinking that he stopped his flying by shooting a large web-bullet ‒ twice as big as a normal one ‒ to the wall, where it exploded and created a large web, which he landed safely on. Groaning, he sat up, holding his head as his vision was spinning. 'That was close. A second later, and I would have been a Spider-Splatter. Good thing that new compound of web-fluid I've been developing worked. I'm calling it, Impact Webbing.'

Shaking his head, he looked up, his vision clear, before widening as he jumped out of the web, a statue of Norman located in the large room crashing where he was.

Landing, he ran at Doc Ock, who sent his tentacles at him. He leaped into the air, where he then lunched two web-lines at Otto, which stuck to his chest. Pulling himself toward him, he kicked incoming tentacles that tried to grab a hold of him, before he stomped Ock hard in the chest, making him stagger back. Pushing off of Otto by his chest, he flipped into the air over him. While upside down, he sent another two web-lines down at the man, sticking to his back. Landing behind him, he heaved hard, and pulled Ok up, before slamming him down hard on the ground.

"Sorry, doc. But if beating you is what it takes to knock some sense into you, then so be it!" Spider-man said, getting in a stance as Doctor Octopus got up.

Oscorp ‒ Security Room

Mary Jane and Harry, along with the guards in the room with them, could do nothing else but watch the monitors, watching the battle between Spider-man and Doctor Octopus.

"Spider-man? What's he doing here?" Harry asked, confused and surprised at the appearance of the new hero. MJ bit her lip, trying to come up with an excuse.

"Um...maybe Naruto went and got help? And Spider-man was nearby." She said. Harry looked at her, before nodding.

"Maybe, though why did he have to lock us in here?!" He asked, a bit angry at that. MJ chuckled nervously.

"I'm sure he has his reason." She said, before thinking 'He better, cause I can't come up with a good excuse right now!' She then turned back to the monitors. She frowned as she watched Spider-man dodge Doctor Octopus's metal arms. 'Naruto, are you alright? To have to fight Mr. Octavius, who was your friend. I can't even imagine what's going through your mind.'

Harry pulled out his cell phone and started to dial. "I'm calling dad to see if he can get us out of here." He said, before groaning when he saw he didn't have signal. "Dammit!" He looked at the guards. "Isn't there an emergency phone here?!"

One man's eyes widened in realization. "You're right! I forgot about that!" He said, before picking up the emergency phone. As the guys did that, MJ kept her eyes on the fight on the screen.

"Come on, Whiskers." She muttered.

Back with Spider and Octopus

Spider-man jumped over a jab from a tentacle, he shot a web-bullet down on it, sticking it to the ground. While it might not do much, it should buy him some time. Shooting a web-line to the side, he grabbed a plant pot, he pulled it and chucked it at Doc Ock.

The man pulled himself out of the way by his arms, before breaking his captured one off the ground. He then sent his arm at Spider-man, who began to flick and dodge out of the way. "It's no use, hero! You're only human! Sooner or later you will tire out! My arms, on the other hand, never tire!"

Jumping out of the way as the claws pierced the ground, Spidey jumped to a desk laying on the side, docking behind it. 'He's right. Even with my incredible stamina, I can't keep this up forever. I need to come up with a plan to stop him, without hurting him.' He thought. He then looked at his hand, which had red sparks flying over it. He sighed. 'I have no choice but to use the Venom Blast. Sorry Doc, but it's for your own good!' Just then, his Spider-Senses blazed. He jumped out of the way just as the desk was destroyed a tentacle. "A desk? Really? You know how many trees it took to make that thing?"

"Give up, Spider! You're only avoiding your defeat!" Doc Ock shouted.

Spider-man fired web-bullets at the closing in claws as he walked back. 'Sorry Doc, but I can't let you hurt Harry's dad!' He jumped up to avoid a swipe, before he fired a web-line at the tentacle. Pulling it toward him, he grabbed it, keeping a firm grasp on it as it tried to break free. "Sorry, doc. But it's time to end this! While these things sure are powerful, they are still made of metal and circuits, and run electricity. So..." Focusing, his hands became encased in red static, running all over the claw, before it began to crawl all the way down the arm, before reaching the surprised Otto's back, hitting the spine.

"AAAARRRGGGH!"

Doc Ock screamed in pain as static ran all over him. He continued to scream for a few more seconds, before falling to the ground, his tentacles falling as well, their lights blinking, before shutting down.

Spider-man looked at Ock, and sighed in relief. "Finally, it's over. Now, what do I do? If I call the police, they'll just take him to prison. What he needs is help." He muttered. "Also need to check out Mr. Osborn, make sure he's okay. Not to mention MJ and Harry-" He stopped right there, before slapping his head. "Oh crap! I forgot that I locked them in the security room! Oh man, how am I going to explain myself to Harry! Not to mention MJ, hope she isn't mad!"

Suddenly, he was stopped, when he heard a groan. Eyes widening, he looked at Doctor Octopus, and to his great shock, saw the man trying to get up, and succeeding! 'What the hell?! But I thought I paralyzed him! It worked on Vulture and the Enforcers!'

"Os...born!" Otto growled, as he slowly got on his hands and knees. The lights on his metal arms began to flicker, before turning on and dragged themselves over to him, though very slowly Naruto noticed. "I won't...give up...until I...make him PAY!" He shouted, managing to get up to his feet.

Spider-man groaned. "Great. Round two."

Otto panted. He looked at his weakened metal arms, their claws hanging low. He gritted his teeth. They were damaged, by whatever the arachnid did. "Unfortunately Spider-man, your abilities have become more than I had imagined. And so, we shall have to finished this, another time." With a yell, he sent his claws upward, stretching up before they hit the ceiling and broke right through. The roof began to shake and crack, pieces falling down.

Eyes widening, Spider-man figured out what Doc Ock was doing. "No!" He shouted, trying to reach the man. However, it was too late, as large parts of the ceiling crashed down between then. He shielded his face from the debris and smoke. When it stopped and the smoke cleared, he looked up.

Doctor Octopus was gone.

"..." He stared at the spot for a bit, before sighing. "Great."

Security Room

The group had been watching Spider-man's battle with Doc Ock, watching as the spider dodged the octopod's arms with quick reflexes and agility.

When they saw Spider-man do something strange with what looked like red lightning ‒ MJ being the only one that recognized it as her friend's powerful Venom Blast ‒ and Otto go down with a yell, they cheered, thinking it was over.

Only to be proven wrong, as a second later, to their shock ‒ more so MJ's ‒ they watched as Doc Ock got up, if a bit slow. The man then tore down the ceiling, causing debris to fall in between the two, and providing Ock with cover, which he used to escape.

Following, they watched as Spider-man swung away, out of the camera's visual field.

And so, there they were, stuck in the security room, waiting for help to arrive and get them out of there. They didn't know how long they sat there, waiting for help. They set around, the two guards at their seats at the controls, talking amongst themselves, possibly about the fight between the new, New York hero and the madman octopus.

Harry and Mary Jane were sitting together against the wall. MJ was trying to get a signal to text Naruto, worried on how he was, while Harry was contemplating killing said person. 'I mean really?! Locking us in the room?! Wouldn't it be better for us to escape the building?! What the hell Naruto?!'

MJ glanced at him, seeing his twitching eyebrow and raised an eye in question. She then shrugged, it was probably nothing.

Just then, everyone looked up when they heard and saw the door knob rattle. They quickly stood up, just as the door ‒ to their great happiness ‒ opened.

Naruto blinked as he pushed a head inside, looking around. "You guys alright?"

WHAM!

If this was an anime, Naruto would be kneeling on the floor, holding his head, with waterfall tears streaming down his cheeks, as a large bump grew out of his head, steaming and glowing.

Instead, he settled for the first two. "Son of a bitch! What was that for?!" He shouted, glaring up at Harry, who returned the glare with force.

"For locking us in here in the first place, you idiot! What the hell were you thinking?! We could have just left the building while Octavius was distracted!"

Naruto pouted as he got up, massaging his head as the pain left him. "Sorry, I wasn't thinking straight. I thought that I could get Otto to stop and listen to reason, and didn't want you or MJ to stop me or get hurt...but then Spider-man showed up, so I could only watch them fight from behind cover." He told his story, which he came up with as he was coming back to free them.

The anger in Harry's eyes left, but only by a bit. He sighed, running a hand through his hair. "You idiot! You could have gotten hurt, you know." With the silent MJ nodding behind him. She didn't need to say anything, the glare said enough.

Naruto sweat-dropped, rubbing the back of his head sheepishly. Though he had to hold back a cringe as pain shot through his sides from when he was used as a hammer. "Hehe...sorry. I thought I could stop Otto's rampage, and snap him back to normal." He said, before frowning. 'Instead I had to fight him. And to make matters worse, he escaped.'

The two saw the frown, and did so as well, worried for their friend. Stepping up, MJ pulled the blonde into a hug, with Harry placing a hand on his shoulder.

"I'm sorry, Whiskers." MJ whispered to him. She knew Naruto wanted to help his friend and idol come back to his senses.

Just then, they heard footsteps coming their way. Breaking up, they turned to the doorway, just in time to see Norman appear with a few of his bodyguards.

"Harry, are you alright?" The father asked, looking at his son. Harry nodded.

"Yeah, we're okay dad." He said, making Norman sigh in relief.

"Good. The police are on their way. What are you all doing here anyway?" He asked, wondering why they were in the security room when there was an attack, and not evacuating. The three glanced at one another, before Harry looked at his dad.

"We came here to see what the trouble was, but when Otto began wreaking the lobby, the security shut down system activated and we got locked in." Harry lied. Norman looked at him for a second, before nodding.

"Alright, I'm just glad you and your friends are safe." He said, before sighing. He looked at Naruto and Mary Jane. "I'm sorry this craziness had to happen and put you in this position." He apologized, but they just waved him off. "Now, you three best leave the sight and go home."

Nodding, the three grabbed their bags and left. As they walked, Naruto pushed his hand into his jacket pocket, pushing the Spider-man mask deeper in.

The three spent the rest of the day at Harry's house, hanging out and playing video games. It was night when they left, going to Naruto's house, MJ staying over at the guest room while her aunt was away.

Currently, the two were at Naruto's room, watching the news as they ate cookies Aunt May brought them. Along with a cup of instant ramen for Naruto, laying on his desk.

"...In top news, Oscorp has been attacked by the missing Otto Octavius, now called Doctor Octopus after his massacre and escape from the hospital. Witnesses have stated that the mad doctor's intended target was Norman Osborn, CEO of Oscorp. Many guards have been injured in the eight 'armed' man's attack, but luckily nothing severe." Whitney Chang from New York News reported.

"And Whitney, is it true that Spider-man was seen at the scene, saving Norman Osborn?" Her co-anchorman asked. Whitney nodded.

"Yes, from witness reports, as well as security footage, Spider-man had saved Mr. Osborn's life a second time since the attempted murder from Adrian Toomes, a villain called "The Vulture".

The anchorman chuckled. "First a vulture, and now an octopus? It would seem that the whole animal kingdom has at in for Mr. Osborn."

Whitney nodded in agreement before facing back to the camera. "After the battle at Oscorp with Spider-man, Doctor Octopus has once again escaped. Police are currently on the lookout. Norman Osborn and his son Harry Osborn have been placed in protected watch in the case Doctor Octopus targets them again."

The television was put on mute, before MJ looked at Naruto, who was laying back on his bed, looking at the ceiling. "You okay Tiger?"

Naruto sighed, turning his head to her. "Not really, MJ. I don't like this. I don't like that I had to fight Otto, and that I may have to keep fighting him. I hate how angry he was, at Norman, at Spider-man, at everything...I'm starting to wonder if there's anything left of the man I knew." He confessed, sighing.

MJ frowned, before laying down next to him, facing him. "Naruto, what you saw today...the way he acted...I don't think he was Otto Octavius." She said. Naruto frowned, looking away. However, MJ wouldn't let him, as grabbing his cheeks, she turned his gaze back to her. "Naruto...I know you don't want to think about it. But whatever happened to him, what he had gone through and experienced in the accident at the event, it changed him and not for the better."

Naruto didn't say anything, his eyes dropping as his frown grew. As much as he didn't want to admit it, he knew Mary Jane was right.

The man he faced today, it wasn't the man he had met. It wasn't the man he honored and looked up to. The man he had dinner with, with his wife. Who had given him great advice.

"Being brilliant isn't enough. You have to work hard. Remember that...Intelligence is not a privilege. It's a gift. And you use it for the good of mankind."

He clenched his hands tightly. No, Doctor Octopus was right. Otto Octavius did die that day, with his wife. He was now nothing more than an angry man taking his anger out on those he saw.

And it was his job to stop him.

He sighed, before looking at the redhead's green eyes. He smiled softly. "You're right, MJ. I know that. And as much as I hate the thought of fighting him, Doctor Octopus might hurt people, and needs to be stopped." He said, his gaze and expression firm.

MJ smiled, and gently cupped his cheeks. His eyes softened as he felt her gently rub his cheeks, her thumb caressing over his whisker-like lined marking. His mind felt slightly dizzy as a pleasurable sensation spread through his body. He felt deep, familiar feeling, crawling up his throat. He bit his lip, keeping his mouth firmly closed, so as to not allow anything to come out!

After his 8th birthday, he swore to never...purr again. GUYS DON'T PURR! What happened on his 8th birthday was nothing! He just hiccuped!

MJ seemed to realize what he was doing, and her smile turned into an amused grin. She loved these moments. Moments when Naruto became putty in her hands. Becoming her own little kitty, literally purring as she rubbed his cheeks.

That's what he gets for always teasing her! She wasn't a chipmunk with puffy cheeks! Or a cat with a killer curiosity!

However, she decided to not push it...this time.

She stilled her fingers, merely laying them on his cheek. Naruto opened his eyes a bit ‒ their shade a hint of violet, before shifting back to blue ‒ and stared back at her. The two laid in silent, staring at one another in content. Their lips tugged into soft smiles, old memories displaying in their minds of times they played as children, to when they hanged out as teens.

MJ's cheeks began to burn, now realizing just how close their faces where. However, she made no action to move away. In fact, she did the opposite. Closing her eyes, she leaned her head closer, and rested it on his shoulder. She took in his warm, his scent ‒ that of ramen and leaves for some reason ‒ and let herself relax.

Naruto blinked in surprise at the action, before smiling and gently wrapped an arm around her, pulling her closer.

"I'm actually excited for the big night."

He blinked, looking down at the redhead resting on his shoulder, confused about what she said. She seemed to picked on it, as she clarified.

"Coney Island. It will be fun. It's been a while since we just hanged out. Not having to worry about villains and trouble. For just one night, let's just relax and enjoy it. We need it, especially you." She muttered, her eyes closing, and before he knew it, she fell asleep. Lured into slumber by his body's unconscious, and semi-unusual high (at least in his and his doctor's opinion) body heat.

Naruto looked at her, repeating her worlds in his mind. When was the last time he relaxed? For a day? To not be out patrolling, stopping crooks and saving people? To not fight crazed lunatics trying to kill him? "Yeah. I'm looking for it too." He muttered, before leaning back on his mattress, his eyes closing.

Was he worried about Doctor Octopus? Yes, he was. But what would one night of having fun cost him?

With Doctor Octopus ‒ After Midnight ‒ Unknown Location

With an angry roar, Doc Ock destroyed the surface of a wall with his tentacles. After being forced to escape from Oscorp, thanks to that meddlesome Spider-man, Otto retreated to his other hideout apart from him his old home. He knew that would be the first place the police would look for him.

"Damn it!" he cursed, very angry at his failed attempt to get revenge. "I had Osborn in my grasp! But thanks to that meddlesome arachnid, the man escaped justice for trying to kill me! And to make it worse..." He looked at his metal arms, which were moving slowly. "Whatever the spider did, it had damaged my arms. I may be able to fix them, thanks to the tool provided." He said, looking around at the old auto shop he took residence in. "The only problem would be the power supply. I need to re-energize my arms. However, nothing at my current possession would be enough to power it." His arms worked on a special power cell, a battery as small as a quarter, but powerful enough to run his machinery for months to come. However, whatever that strange lightning that Spider-man had utilized was, it short-circuited the battery. He would need to locate a replacement.

Walking over to a work station, he sat down on a desk, his arm slowly laying themselves on the desk, but not before one of them grabbed the tools he required, along with a blowtorch. With a mental command, he shut off the power in his metal arms, and got to work doing repairs.

It took longer than he was satisfied with, hours spent, repairing circuits and parts. Soon, late at night, he stopped, satisfied to a limit. While not a 100% up to work, it was satisfactory until he got the necessary power source.

Standing up, his arms activated and rose up, taking their place around him, posed like snakes, ready to snap at any moment or given order. Smirking, Otto walked towards the middle, before pausing. Turning his head, he looked at a bench beside him, harboring small belongings he took from his home. His eyes rested on a photo frame. In the picture, it displayed him, shaking arms with a middle-aged dark skinned man with balding dark hair and glasses. They stood in front of a tall building with a large title sign "Tricorp".

Ock narrowed his eyes at the man. "Dr. Twaki..." He muttered, before a dark smirk crossed his face, recalling at certain old project he used make with the man, as well as the man's actions soon after. "I think it's time for a little reunion, old friend." He said, before his claw crushed the frame.

The Next Day

Spider-man was swinging through the city, enjoying the peace and quiet, and hoping no one ruined it like with the Enforcers. Times like these were rare, but much appreciated.

School had just ended and he had a few hours left before he had to head to ESU labs. He had talked with Doctor Connors, and was allowed to leave early to attend the game at his school. Though he would need to make up the missing hours tomorrow. But it was fair.

MJ had been dragged away by Liz and Sally Avrill, to go shopping. No doubt looking for dresses for the dance. He didn't regret his decision to not go. His aunt's happiness was more important than some stupid dance.

Though a small part of him couldn't help wonder what MJ would look like in a dress. However, anything she wore made her look beautiful in his opinion.

Harry went home, with some policemen and men in suits ‒ no doubt working for Norman ‒ as guards, in the off chance Otto targeted him. He also followed them, just in case. Luckily Otto didn't make any appearances.

'Though if what he said was correct, Norman's his only target. Hopefully.' He thought as he swung. A part of him wanted to help Otto, knock some sense back into him, and bring back the man he was before...though another part felt it would be a waste.

Otto Octavius was gone, replaced with the dangerous Doctor Octopus. He needed to accept that.

He sighed as he did a flip, just for the heck of it, before continuing his swinging. His life was so insane. Spider powers, animal themed mad men, trained assassins, not to mention having a bastard, asshole, gigantic fox in his brain...

Sometimes he felt like his life was some kind of comic book!

'Then again, considering we live in a world where aliens attack New York from another dimension, gods appear in tights, and people with superhuman powers appear, being in a comic book would explain so much.'

Just then, his peace was canceled, when he heard a sound behind him. Turning his head, he saw a NYPD helicopter behind him. "Spider-man! This is the NYPD! Stop your...swinging, get down to the ground, and surrender!"

"Seriously?!" He shouted, mad that his peace was interrupted.

"This is your only warning! If you resist arrest, we will be forced to used deadly manners."

'What happened to the world when a spider can't swing in peace?!' He mentally asked himself, before making a sharp right turn, the helicopter behind him. "Alright boy! How about a game of Cat and Mouse? Tag! You're it!" He shouted back with a laugh as he swung faster.

"After him!"

Midtown Mall

MJ smiled as she was walking around the mall with Liz and Sally. They were carrying some bags containing some stuff they bought. Liz and Sally had dragged her off after school, saying that with the dance being just a week away, they needed to find their dresses.

However, MJ was not as excited about the dance as them. Her only reason to go to the dance was not going. However, she couldn't hate him for it, as he had an aunt to look after. She knew Harry was going ‒ with a date or not, she didn't know ‒ but without Naruto there, she didn't see a point in going.

So much for her plan to confess...

She shook her head. 'Enough with the sad thoughts, Watson! You're still going to hang out with Naruto and Aunt May. That's just as fun!' She berated herself. Watching movies was just as fun! Even more if she could sneak in some snuggling...with Naruto, not Aunt May. Not that that would be bad with the sweet old lady.

Passing by a store window, she halted in her tracks, as something caught her eye. Turning to the display window, her breath got caught in her throat when her eyes saw a beautiful, black, silk dress. It was sleeveless, and held up by a neck collar. (AN: Spec. S Ep7 dress)

She stared at the beautiful dress, her figure replacing the mannequin wearing the dress. Seeing that she had stopped, Liz and Sally joined her, and looked at the dress. Liz gasped, before wrapping her arms around MJ's right arm, with a smile on her face.

"OMG! Red, you should definitely get that dress!" She said, thinking her friend would look fabulous in it. MJ gave a troubled smile.

"I don't know. I mean, I'm not going to the dance anyway. Besides, look at the price!" She said, gesturing to the price tag. However, as she looked at the dress, she couldn't help but image her wearing it, at the dance, with Naruto beside her, wearing a tux. The two of them slow dancing, together.

She smiled a bit at the dream, but sighed, shaking her head. "No, there's not point." She muttered, a small amount of sadness in her tone. She began to walk away from the dress. In her mind, she wondered if there would ever come a time that she could finally man (woman?) up and tell Naruto her feelings for him.

She knew...what she felt for the whiskered blonde wasn't some petty crush...her feelings were real. With Naruto, she felt so safe and warm. With him, whether it was just hanging out, or relaxing, made her happy. He allowed her to forget her horrible past with her drunk father and crappy childhood.

The thought of a possible future, where they were a couple (or even more…) made her VERY happy.

But the only thing holding her back from that future...was her.

Liz and Sally watched MJ walk away with a frown. They both knew that the redhead had been looking to going to the dance with a certain whiskered blonde. And given her reaction and desire to not go any more, something had happened. They looked at one another, holding a conversation with their eyes. They then smiled, coming up with t a plan together at the same time. Nodding, Liz ran after Mary Jane, dragging her off to explore more of the mall...

But not before passing her wallet to Sally, who ran into the store where the dress they were looking at was.

Naruto

Spider-man sighed in relief as he hid in the shadows of a building roof. For the past hour, he had been in a chase. Yep, he said chase. His game of 'cat and mouse' turned into 'Fangirls and Celebrity'.

One second, he was in the front of the copter chasing him, doing flips and tricks, running on rooftops and between buildings. All the while laughing and telling quips. "Why so slow guys? Too many donuts at the office?" "Oops! Missed me boys! Come one, you do can do better!" "There's a nice serving of Spider for you if you win!"

However, next thing he knew, another copter showed up. Followed by a third one. Then some cars. Soon, he had just about the entire police force on his ass. Everywhere he turned, he had a copter in his face. Not to mention some news cast.

He was lucky to manage to duck out of their eye sight at the last second, cutting off his trail.

Sticking his head out, he looked around for any more helicopters and media. Seeing none, he sighed in relief. 'Maybe I shouldn't be playing with them.' He thought, before his lips twitched into a grin. 'But it's so fun messing with them.' However, he already knew the headline for tomorrow's Daily Bugle newspaper.

Spider-Menace terrorized Police Force

Scoffing, Spidey stepped out of the shadows. Shooting a web-line, he began swinging. He was about to head in the direction of where he left his bag and clothes in an ally ‒ safely kept in a web at the top of the wall for safe keeping ‒ when suddenly, something caught his eye. Landing on top of a building, his eyes widened when she saw a familiar figure moving through the tops by long 'legs'.

'Otto...' He thought, before shaking his head. 'No, Doc Ock.' With narrowed eyes, Spider-man shot another web-line, this time swinging in the direction of Doc Ock, keeping a measurable distance away so to not be detected.

He wondered where his now crazy friend was going.

TriCorp

With reckless abandonment, fueled by his anger and vengeance, Ock burst through the glass windows. His metal arms struck fast and hard, slamming into a security guard, sending him flying and crashing hard against the wall. With a swipe, another guard was sent flying.

"Ah, TriCorp!" Ock muttered, looking around with a smirk. "What…fund memories this place gives me." As he wondered through past happy memories, thinking back on the wonderful times he had with Rosie, he soon lost it, when he heard a call of his old name.

"Otto?"

Turning, he saw the surprised and confused Ted Twaki approaching him. Otto gave a dark smirk. "Ah, Dr. Twaki. My old friend." He greeted, spitting out the last word.

Ted frowned. "Otto, I thought you were dead! I've heard about what happened to you! To Rosie-" He was cut up as a claw slammed into him, trapping it in a tight press against the wall.

"Do NOT speak her name so formerly!" Otto shouted, glaring at the man. He then wrapped Twaki around the waist, before bringing him closer to him. "Now, last time I've been here, my wife and I had been working on a little project. I'm sure you recall."

And Twaki did remember, as his eyes widened slightly. "The long term power battery."

Ock nodded. "Yes, my "Power Pack" as Rosie called it. MY work. Yet, imagine my surprise when I have discovered that after I left, you took credit for it! My research, my struggle, my work! Fortunately for you, Rosie has gotten me to leave it at the time. Unfortunately for you, she's not here anymore to protect you."

Twaki grunted as the hold tightened a bit. "Otto...please."

"I am no longer Otto Octavius, Twaki. I am a new man. I am...Doctor Octopus! And I want my Power Pack!"

Twaki grunted more in pain at the grip. "...It's in R&D, Vault 8!"

Ock smirked. "My my! That does seem to be my lucky number these days." He joked, and tossed Ted away carelessly and headed to the area where what he desired was located.

He did not see a web-line safely catch the airborne Ted.

Making it to the vault, he easily tore it off with his arms. Throwing the large metal door away, he entered, smirking when he saw what he came for. At the center of the room, protected by a glass case, was a small computer ship, as big as a quarter, safely kept on a pedestal. "The Power Pack! Mine and Rosie's second greatest work. With it, my arms will be powered for eternity! And no amount of power can damage them!" Approaching the case, he smashed it open, grabbing the chip, ignoring the alarms. "With this, vengeance in within my grasp!"

"Yoink!"

Out of nowhere, Spider-man appeared, ducking under Ock's arms, hopping across his chest, snatching the small chip, and leaping out of the way to the wall, leaving Ock blinking in confusion at what just happened. His mind restarting, he glared at the red and black costume hero. "Spider-man!"

Spidey gave him a two-finger salute. "Yo, doc! How's it hanging? You know, besides your deadly claws, and your sanity."

"I will not let you get in my way again!" The man roared and shot his arms at the hero.

Pocketing the ship away, Spider-man jumped out of the way. Leaping over a tentacle, he flipped before shooting a web-bullet at Ock, hitting him in the face. "Hah! That's twice now!" He laughed as he flipped over Otto, before swinging out of the room, leaving the roaring Doc Ock, who chased after him.

Back at the lobby, Ted was hiding behind a pillar. For some reason, he didn't have the smart idea to leave the building now occupying a crazed man with metal tentacles coming out of his back.

"Hi!" Ted gave a startled yelp as Spider-man appeared in front of him, hanging upside down from a web. "How are you today? Good? Good! Can't talk much, have a crazed octopus on my ass. What is this?" He asked, talking in a fast pace, before taking out the chip at the end, pointing to it.

Ted gasped at the sight of the chip. "The Power Pack! With it, it gives any machinery the power input to run for decades without any virus and malfunctions!"

Spider-man nodded. "Uh huh! Uh huh! Alright, thanks. You should hide now!" He suggested before jumping up, clinging to an upper ground balcony. Just in time, as an angry Doc Ock appeared.

"SPIDER-MAN!"

"Hey, Doc! Didn't we already have this dance? You know, the company lobby fight at Oscorp? What do you say to a change in setting?" He asked, before swinging away, through the whole Otto made in his entry, said Doctor following him.

'So, Eight-Arms needs power for his arms. Looks like my Venom Blast did hurt him. Just not to the effect that I wanted. Luckily, his arms are damaged and slow. I just need to play keep away until they shut down. Looks like I'm about to have another game of Cat and Mouse. Only this time, the 'Cat' has deadlier claws than the police."

For around 5 minutes, the two went around the city, Spider-man swinging between building, making sure to go fast enough so Doc Ock kept up, while the Doctor/Scientist used his metal arms to crawl, run, climb, and jump between building tops and sides, breaking more than a few walls and buildings to use as holds.

Few times, Ock would leap at him, attempting to grab him. However, Spider-man would just flip out of the way, a few times countering with kicks to the face, sending him back. And every time, it would just make Ock angrier.

"I grow tired of these games, arachnid!"

Spidey looked over his shoulder back at the octo-man. "C'mon doc! Where's your sense of joy?"

"I'll feel joy, when you're DEAD!" Ock shouted, and stopping his chase, he looked at a HVAC on top of a building. He wrapped his arms around it, and pulled it off the ground. With a heave, he chucked it at Spider-man.

Thanks to his Spider-sense, Naruto felt it coming, and with a sharp pull, flipped over the metal box. Unfortunately, he soon realized his mistake, when he saw the HVAC falling down to the streets, down on a group of civilians, who screamed in terror. More specifically, on a mother and her young child. "Shit!" Hanging in the air, he shot two web-lines to two low levels on buildings at his sides, his webbing stretching. Yanking, he shot himself down like a sling shot.

Down below, the mother and her baby girl, knelt down in terror, frozen in fear as the machine fell down on them. Closing her eyes, the mother held her daughter tightly, hoping to protect her from harm. After a minute, and feeling no pain, she slowly opened her eyes. They widened when she saw the HVAC hanging just a few inches from them, as if time just froze. However, she was wrong, when a few second later, she saw webbing clinging to the machine from the back and sides, stopping it in its tracks.

Nearby, squatting on a lamp post, Spider-man sighed in relief. Glad he made it in time. "That could have been messy." He muttered as he watched the mother carry her daughter and run off. Suddenly, Spider-man was hit from the side, sending him flying and crashing through a window of a shop. Groaning, Naruto opened his eyes, and saw an elderly couple ‒ no doubt the owners of the shop ‒ looking down at him in shock and confusion. He chuckled sheepishly. "Um...sorry about the mess." He apologized, before he got up. Looking out the store, he spotted Doctor Octopus standing across of him.

"Hand me the Power Pack, Spider-man! Or we will test how many lives you can save!" Doc hollered.

Narrowing his eyes, Spidey hopped out of the damaged shop, standing across from the man. Taking out the chip, he held it up to view. "You want this chip, Otto? Come and get it!" He said, putting it back securely in his pocket.

Growling in anger, Ock sent his metal tentacles at the spider. Readying himself, Spider-man dodged a claw, before placing his hand on it. Pushing himself up, he stood on his arm upside down, dodging another claw. Pushing himself into the air, he leaped up as two claws chased after him. Flipping himself upright, he kicked a claw away, before shooting a web-bullet at the other, covering the claw in a cocoon. Grabbing it, he flipped himself up and over it, before planting his feet on the wrist, and began to literally run down the length of it like a surface.

Ock, seeing Spider-man running toward him using his own tentacle, tried to shake him off. Unfortunately, it didn't work, as he stuck to the metal like a magnet. Switching tactics, he had his other arms shoot at the teen. Sensing them with his spider-sense, Spider-man began to jump and leap over and under the claws, still keeping his running at the Doc. Growing slightly desperate, Ock began to throw any nearby objects at the Spider.

But like before, he dodged them, leaping over a mail box, before he shot a web-line at it, catching it. Like a yo-yo, he gripped the line, and swung it at Ock, close enough to where the man was unguarded, his claws out of range.

Seeing this, his eyes widening, Ock had his claws slam into the ground, and push off. The force of the push sent his body jumping backwards, away from the range of the swinging mail box. Unfortunately for him, he had left himself open in the air.

A web-line clung to his chest, and he was pulled forward, right into Spider-man's fist. His head snapping back from the punch, he was assaulted by flying punches from the red and black hero, whose feet clung to his chest thanks to his 'stick-em' powers.

Naruto didn't want to fight his old friend ‒ even though he was no longer the man he once knew ‒ longer than he had to, so he wanted to knock him out fast. So, throwing punches in high strength ‒ not enough to shatter bones, but enough to daze someone ‒ he attacked his old friend's face. Once he thought it was enough, he pulled back his arm, fingers spread, red static visible as he prepared to use his Venom Blast and finish this.

Unfortunately, Ock had other plans. Gaining enough strength to push pass his dazed state, Oct caught the arm by the wrist with a claw that sneaked behind Spider-man. "Not this time." He muttered enough for Spider-man to hear, before throwing him off him and high into the building behind him.

Spider-man gave a surprised yelp as he flew, the force behind the throw was strong. Looking over his shoulder, he saw he was coming in fast at the building. Thinking fast, he flipped over, and landed feet first on the building. The side cracked a bit from the impact and force, but continue to hold strong.

He looked down at Ock, only for his eyes to widened when he saw a car, more specifically a taxi, flying toward him; no doubt thrown by the octopus man. Acting quickly before the vehicle could crash into the building and hurt those inside, he jumped at it. Leaping over the vehicle, he flipped upside down, and shot two lines at it. With the lines secure, he flipped over, and with his strength, yanked it over his shoulder. "Next stop, KO Avenue!"

Otto's eyes widened in surprises as the car flew back at him. Sending his arms out, he grabbed vehicle. However, he was unable to stop the force, and so, was pushed back hard and crashed into the wall behind him. Spider-man watched on, clinging to the side of the building on his hands and feet like a spider, watching the car. Wondering if that did it.

Hopes of the man being unconscious were thrown away, as the car was sent flying, Ock climbing out of the ruble made by the impact with an angry snarl.

'This is going to be a long day.' Naruto thought as Ock leaped up at him, the power of his metal arms pushing him off the ground with a high force to push his body upward. He leaped at Spider-man, who quickly back flipped out of the way as Doctor Octopus landed, his claws clinging to the side. "You don't need to do this!" Spider-man said, a lingering hope to get through to the man.

"Actually, I do!" Ock retorted before sending a claw at Spider-man, who jumped out of the way. Back-flipping to put some distance, he shot web-bullets at Ock, he used his tentacle to block the bolts before sending another one out. Flipping back on his hands, Spidey kicked the claw away before dropping down on the man. Slamming his feet down on him, Ock lost his hold on the building, and began to fall back. As the two fell, they were punching one another with their fists or claws.

Ock tried to get a claw to catch a hold, but it only broke a brick out of the wall. Luckily, another claw tried again, and managed to grab on. The two swung and broke right through the window of an office, shocking the occupant inside with a scream as the two fell to the floor, punching one another.

As Spider-man pounded into Ock's face, he was suddenly grabbed by the head by a claw that sneaked up behind him. The other claws grabbed a hold on him, and Ock began to slamming him around into the walls, or the bookshelf on the side. As Spider-man tried to shake off the fog in his eyes, Otto threw him hard out the window. However, Spider-man, as he was flying, shot a web-line at Ock, and grabbed him, and as such, took him along.

In the air, the two continue their round of fists ‒ Spider-man punching with two fists, and Ock with two hands along with four metal claws ‒ the former's advantage being his Spider-sense. Moving his head to the side, dodging a claw, Spider-man saw that the two were fast approaching the ground. Quickly, he shot a web-line to a building, and keeping a hold on Ock, swung the two away from the ground.

However, Ock either ignored or didn't care for the help from major damage, as he continued to fight with his foe. Spider-man tried to keep a grasp on his line, while using his other hand to push back a claw trying to grab his face.

Suddenly, another claw shot out a blade, having been modified by Otto, and cut the line. Spider-man gave a shout of surprise as the two began to fall. Luckily, or not in some ways, the two were right over the Local and Express train rails. And coincidentally, the subway train appeared at that moment, making the two crash onto the top. They rolled across the cart, surprising the people inside with shouts as heavy dents formed on the ceiling. They soon managed to stop their rolls, Ock grabbing the metal with his claw and Spider-man grabbing a gap. The two held on from the train's high speed and wind pressure.

Spider-man got up, just as Otto did with an angry growl, adjusted to the speed. He was getting tired of this pest! He sent a claw to stab at him, to which Spider-man jumped over. He shot two web-lines at Otto, who shielded himself with his tentacles. The webbing hit the claws, and while still connected, Otto snapped his arms behind him, thus bringing Spider-man to him.

Spidey was surprised at the yank, and proved it with a shout, but quickly countered as he flipped over, and slammed his feet on Otto. Back-flipping, Spider-man threw a high side kick, which Otto blocked with a tentacle. However, Spidey continued his momentum as he threw another kick with his other foot, this time striking the man across the face.

Growling in anger, Ock retaliated by swinging a tentacle at Spider-man, who ducked by bending his back low at a humanly impossible angle, the tentacle swiping over him. Getting up, he grabbed the stretched arm, and keeping a tight grip on it, pulled. Otto's eyes widened as he was pulled from his spot, and with a grunt, Spider-man tossed him over his shoulder, and hammer slammed him down on the train, making it shake and the people inside scream.

Letting go, Spider-man turned around, and quickly dropped down low, the same with Otto, as the train traveled under a raised passage walkway, leaving only a small gap in-between.

Once out, Ock got up and send a tentacle that sailed over Spider-man. As it sailed over him, he grabbed it, and as it pulled back, he went with it and caught Ock with a surprise foot to the face, making him fall on his back. However, just because the man was pushed down, didn't mean his arms were distracted, as two grabbed Naruto by the legs, and began to slam him down hard. The teen gritted his teeth from the hard impact on his back, nearly breaking his spine, before he was hurled through the air.

Shaking his head, he looked ahead of him, and saw that he was quickly approaching another high walkway with closed sides. Tucking his arms straight to the sides, he tilted his body, and miraculously passed through a thin diagonal gap, passing by the surprised people, and flying out the other side. Flying out, he flew fast at the surprised Otto, the train passing under the bridge quickly, and slammed a fist to his face, cracking his goggles. Slamming down hard on the train, they fell over the side, but quickly grabbed hold and stuck to the side by feet or claws.

Those inside watched on in surprise at the two battling opponents. Fists and claws flying through the air as they fought like madmen on the moving train. Passing by a resting station, the people had to quickly move back to make space as the two fighters sailed in a fast speed through. Spider-man and Doctor Octopus ignored them, along with everything else, merely focusing on the other. One fighting to stop the man he once called a friend; the other fueled by anger to get rid of this pest constantly getting in his way, and retrieve his price.

As Spider-man dodged a claw swipe aimed for his head, he was unprepared for a tentacle to grab his leg by the ankle, and began to swing him around, slamming against the side of the train, shattering windows. Slamming hard, it pushed Spidey through the door, and inside, making everyone shout.

Grabbing a pole, the web-slinger held on tightly, preventing the claw from pulling him, which soon let got. Holding on sideways to the pole, Spider-man jumped to the other one, bypassing the passengers. "Excuse me! Pardon me! Sorry!" He apologized quickly, before jumping through a window, shattering it as he returned to the outer exterior of the train.

Once more matching gazes with Ock, he shot at him. Pushing his hands on the surface and flipping frontward, he threw a kick, which Otto blocked with his metal limb, before dodging a thrown fist. Moving back, Spider-man shot a web-line, that was intercepted by a claw. The line clung to it, Otto moved the connected claw toward the tracks, bending Spider-man toward it by the line. "Gah!" He shouted, taken by surprise. He shot another line at the train, holding on to that end tightly and trying not to get pushed off the train. In the meantime, Ock moved away from the side to the top. Confused by the action at first, Naruto made to cut the other line and follow, when suddenly his spider-senses blazed. Turning his head, his eyes widened, before he pressed his back tightly to the side, as another train coming from the opposite track shot passed them. He pushed his body against the side hard, trying to keep a hold and not get pushed off by the wind pressure.

Everyone inside looked on in surprise, moving a bit back from the clinging man. When the train passed, Spidey let out a sigh of relief, before crawling to the top. He looked around for Ock, but couldn't see him anywhere. He narrowed his eyes, looking around, before wincing. Looking down at his side, he saw a large cut. Pressing a hand on it as blood came out, he took a moment to rest from the tough battle. 'I better stop Ock quickly, or else we'll be fighting all over the city.' He thought. Looking at the wound, he sprayed it with a sheet of webbing to cover the gash. 'That should hold it for a while, while it heals.' He thought as he began to look for the mad scientist. He moved to the side of the train, looking down, where he saw one of Doc Ock's claws ducking under the train. Narrowing his eyes, he followed, crawling over the side windows, making the people jump. Looking inside, Naruto's eyes widened when he saw Doc Ock appear on the other side. The man smirking, he shot a claw through the through, which struck Spider-man across the face. The surprise hit sent him falling off the train, down to the roads bellow. "Ah shit!" He cursed as he hit the road. Gritting his teeth at landing on his side, feeling and hearing a snap! he ignored it and recovered. He shot a web-line at the train as he continued to move away from him. The line snapping in place, he was pulled allowed. However, he saw he was in the opposite street, cars heading his way. Quickly, he shot another line at the buildings, ignoring the pain in his possibly broken arm. Using the lines, he began to slide across the road, directing his position like a puppeteer, sliding left and right between cars. With a tug, he launched himself into the air, where he zipped toward the train. Landing, on the train, he looked across at Ock, who stood at the front cart, glaring at him.

Taking a moment, he looked down at his right arm, which hanged limp at his side, dislocated. Taking a deep breath, he grabbed his shoulder, and relaxing his breathing, pushed.

POP!

"Argh!" Gritting his teeth hard, he muffled a scream, a shock of pain coursing through him as he popped his shoulder back in place. He clenched his eyes, holding in tears of pain. After all he just went through, this was nothing in comparison. Letting out a shaky breath, he looked up at Ock.

Ock gritted his teeth in anger. This pest was getting on his last nerves. Raising two metal arms, they shot out to the sides and broke through the windows at the sides. The claws grabbed two people, making them scream in shock and terror as they were pulled out.

Spider-man's eyes widened when he saw the hostages. "No!"

"You've stuck your webs into my business for the last time Spider-man! Time to test just how much of a hero you truly are! Hand me the Power Pack, or these people pay for your interruption with their lives!" Ock shouted, holding the hostages, a man and a woman, up into the air.

"Don't do it, Octavius!" Naruto shouted at him. His hope that the man he once knew was wavering at the sight of him holding two hostages ‒ two lives ‒ at stake, all for revenge.

Otto grinned darkly. "It is time to choose!" He then threw the woman over the train.

"No!" Spider-man shouted, and jumped off, shooting a web-line at a building. Swinging fast, he caught the woman. "It's alright." He told her, before he threw her into the air, making her shriek. He shot an impact web-bullet under her, which exploded into a large spider-web which she landed on. Ock then threw the man, which Spider-man repeated and caught and landed him in a web. "This ends now, Ock." He muttered, narrowing his eyes as he swung after the train.

This action only finalized the idea that the man he knew, Otto Octavius, was no more. To be willing to harm a life? To go so far for his revenge? He made up his mind...

He needed to stop Doctor Octopus, before any more innocents got hurt.

Zooming over the train, he shot two lines at buildings on either side. Pushing his body back, he pulled hard, and shot like a slingshot over the train, flying fast through the air, and came crashing down on Ock. Slamming his feet down, sending the man crashing hard on the floor, Spider-man began to punch him over and over again. Pulling back a punch, he was about to send it, when his wrist was caught by a claw. Pulled, he was whacked against the train like a pillow. With an angry shout, Ock slammed him down hard, making Naruto gasp from the impact. He tried to get up, only for his wrists to be grabbed by claws and held down tightly. He struggled, but the hold was too strong, even for him. Glaring down at him, Otto lifted up a claw, and brought out a blade. "I could kill you right now." He said down to the struggling hero. "Luckily for you, I have a schedule to keep." With the blade, he cut open the jacket, intentionally also cutting his chest, making Spider-man shout in pain as blood released from the wound. The sudden and sharp tear of the jacket sent the Power Pack chip flying into the air, which was caught by Otto. The man smirked victorious as he held his price to his face. He smirked down at Spider-man as he pocketed the chip. "Love to stay and finish you off, hero..." One of his tentacles shot down and burst through the window of the cockpit of the train, striking the engineer in the face and sending him to the ground. Grabbing the speed lever, the claw pushed it to its fullest speed, making it go to its fastest speed, going 80 miles. The sudden speed sending all the passengers back, shouting in shock. With a tug, the lever was ripped off. "But you have a train to catch." He finished, letting Spider-man go as he backed off. Tossing the lever to the hero, Ock smirked at him, before he jumped off the train, catching a side of a building, and scaling away. He had won today.

Looking down at the lever in his hands, Naruto's eyes widened behind his mask. "Oh shit!" Hearing a scream, he quickly moved to the front of the train, and peered into the driver's room. He saw the engineer back on his feet and trying desperately to stop the runaway train, pressing buttons left and right, to no avail.

Seeing Spider-man, the engineer shouted. "I can't stop it! The breaks are gone!" People, who were in the room, were in a panic, shouting and screaming.

Suddenly, his spider-senses activated, and at that moment, the controls exploded in a shower of sparks and electricity. Spider-man gave a shout of surprise, his face taking damage by being the closest to the range. Snapping his head back, he covered his face. Taking his hand away, it showed the damage. His goggles were broken, the band snapped and right lens shattered. They hang loosely by his neck, displaying his blue eyes. The right side of his mask had large tears on it, some of his blonde hair showing coming out. The right eye hole of the mask had a rip going down, a barely view of his top whisker mark, as well as some cuts from the explosion, but those healed quickly. He shook his head, slightly dazed from the explosion.

"WhaFt…hApft…djert…"

He narrowed his eyes when he hears his voice glitch and static. Reaching under his mask, he tore off his voice changer. Looking at it, he saw it spark, no doubt short circuited by that blast. Actually, he was surprised it lasted this long, with all he's been through. "Great, just great. Another thing to fix later." He muttered, with his voice uncloaked, now everyone could hear his young, but slightly deep, voice.

Just then, his eyes widened, and everything froze. His spider-senses were going critical. A large, epic danger was coming, making his adrenaline go hyper. In his eyes, his pupils shrinking, as his vision extended. He saw it. Up ahead...

The end of the track. No more visible, only an open gap over streets and road. A barricade set up to stop a train, not that it would do much at the speed it was going.

"Oh shit!"

He moved to the front of the train, clinging to the face, with the cockpit filled with scared passengers.

"It's Spider-man!" Someone stated, a hopeful tone in their voice.

"Oh my god!"

Spider-man looked at them over his shoulder. "Tell everyone to hand on! This is going to be rough!"

The engineer nodded and looked back at the passengers. "Everyone grab onto something!"

Spider-man looked around, his brain working overtime as he tried to figure out a solution. 'Think Parker, think! You have a train that is running 80 miles, no brakes, and a dead end coming up in 15 seconds. We've passed the turning point, so its straight from here on out.' He looked down at the speeding tracks. 'No way I can stop this whole thing by myself. The speed is too much for friction, especially by one person, enhanced strength or not.' He looked at the buildings passing by in a blur. He then looked down at his web-shooters. An idea came to him, but it was tricky. 'According to OsCorp, these artificially engineered webs are stronger than steel, and can hold up to 500 tons. Time to test that theory and evolve it.' Aiming his arms at both sides, he began to shoot strings of web, which clung to the buildings. Immediately, he was pulled back harshly, making the metal front bend. He gritted his teeth, as the pulls was more than he expected. He felt like his arms were about to be torn form his body! Gritting his teeth, he prayed that this plan worked. Unfortunately, it was not to be. While the webbing was strong, they could not hold under the strength of the train, combined by its incredible acceleration, and snapped. With the pull gone, Naruto was sent forward, but luckily his feet held on to the surface, while the passengers gasped. Eyes widening when he saw he was inches from the speeding tracks, he grunted and pulled himself back. Sighing in relief, he tried to come up with another plan. 'Ok, the webbing was strong, but not enough...but what about if the quantity was increase?' Nodding at the plan, as he had nothing else, he once again shot webbing at the sides. But this time, he shot again...

And again...

And again!

Strings of webbing shot out and grasped the building sides again and again, until what looked like a large network of lines all meeting at the front of the train.

His head slamming into the metal, Naruto closed his eyes, his teeth clenched so hard, he feared they cracked, as the earlier pull was increased dramatically. "ARGH!" He screamed, feeling an incredible pain, as his arms were surely dislocated, being pulled hard by the strings. The front of the train shattered, as his body was pushed deeper into it, making the people jump and gasp. He continued to scream, as his very skin tore, along with his suit. His earlier wound in his side got reopened. "Come one! Come on!" He shouted as the end of the track got closer and closer. He prayed to any god, to the spirits, to the Lord of Ramen, that this worked! "COME ON!" He shouted. His eyes flashed crimson red, his whisker marks thickened, and nail already digging into his skin, dug ever deeper, spilling blood. "COME ON, DAMMIT!" Unknown to him, a faint, small amount of what looked like red energy flickered around his form like flames.

Deep within his mind, Kyuubi sensed what was happening, and growled in annoyance. It would seem the brat was unconsciously calling on his energy, even if just a miniscule amount. Kyuubi then scoffed, laying its head back down. It would allow the brat to use his chakra this one time, if only because he entertained it enough with his battle against the eight armed man. It closed its eyes, to go back to sleep. "Continue to entertain me, Spider-man."

The red energy, traveled from his body, and wrapped around the spider-silk. Strengthening their hold and strength, if but temporarily, as the energy slowly began to dissolve them quicker than normally. The large wound on his chest, began to steam, cells multiplying rapidly and skin knitting back together. In second, it was completely healed. No scars, no scabs, no marks. Just completely healed skin.

But none of this Naruto noticed, or cared. All that matter was stopping the train, and saving the people inside!

Just then, one of the passengers noticed something. "We're slowing down!" True enough, the train was finally beginning to feel the opposite pull of the webs, its speed decreasing. They just hoped it stopped fast enough before they hit the blockade.

The webs were beginning to snap, the red energy burning them to nothing one by one.

Gritting his teeth in effort, Naruto gave one last yell as he tried to hold on tightly, trying to pull the train backwards as they neared the stop. While the speed was reducing, the train was still too fast, and hit the stopper. In a shower of concrete, they burst through. But Naruto would not give up, as he gave it his all to pull the train back. Down below, people shouted and ran as pieces of the end of the track rained down on them, smashing down on cars and the road. A third of the front cart was hanging over the edge, making people inside scream in fear as they tumbled over their feet.

"AAARRRGGGH!" Naruto gave a defiant roar as he continued to press on. Soon, the train began to slow down, before finally coming to a stop with a mechanical groan, just as the last part of the final cart was about to near the edge and fall.

The final web-lines snapping, Spider-man panted heavily in exhaustion, his arms falling to his sides, pulsing in pain from being pulled to their limit. 'That...was...rough!' He thought in extreme exhaustion. He never recalled being this tired before, it was new for him and his incredible stamina.

Sighing, he began to slowly and carefully crawl over the side of the train, ignoring his pulsing arms and their screams of pain. He had a job to finish. Landing on the ground, he walked over to the steel doors. Grabbing them, he tore them off easily. He was too tired to restrain his full strength. Slowly stepping inside, he looked around at the silent passengers, all of them staring at him in show and awe.

"Everyone alright?" He asked, panting a bit. He was really tired right now. He got nods and positive murmurs. "Great! Well..." Stepping to the side, he gestured to the open doorway. "Please, depart in an orderly fashion. And I hope you've enjoyed your new traveling, New York style experience. And if you'll excuse me..." He sat down on an empty seat beside the door. "I need to rest."

"Mr. Spider-man?"

"Hm?" Looking up, he saw two young boys nervously walking towards him. He gave them a soft smile, that that it was visible except for the crinkling of his mask. "Hey, what's up?" He asked lowly, his usually energetic tone replaced with a tired one.

"Thank you for saving us."

"You're our hero."

Naruto's visible blue eyes widened in surprise. Yes, he had been thanked before, by the people he helped or saved (as well as cursed, called a freak, and other things), but to be thanked personally?

It felt different.

It felt great!

It made him feel like a real, true hero.

Looking around, he saw everyone smiling at him, nodding in agreement with the two boys. He looked at a woman, who was holding an infant. Her eyes displayed great gratitude.

All their eyes shared the share message.

Thanks you, Spider-man.

He was silent for a bit, before smiling widely, his eyes closed to hide his great happiness. He chuckled. "Hehe! Just doing my job as your Friendly Neighborhood Spider-man!"

Night ‒ Parker Residence

After what felt like one of the longest days of his life, Naruto returned home. After getting a moment to rest, and regaining some of his strength back, he continued his life as Naruto Parker, and went to ESU Labs to work. However, it had been painfully obvious to Connors, his wife, and Debra, that he was tired with his sluggish work. When asked, he told them a lie on how he was working with the Bugle to take pictures on the events of Doctor Octopus, and had also been called by the police to be questioned his relationship with the man, given that he was there on the night of the accident and had been said to interact with Octavius and his wife. Not to mention being in Oscorp when Octopus attacked it.

Luckily they bought the excuse, as it did sound quite the tiring chain of event.

As per their agreement, Naruto was allowed to leave early, which he was happy for, looking for the chance to rest after that fierce battle.

He decided to take it easy, and walked home. As he walked down the street on his block to his house, he looked at his phone, where he saw at least dozens of messages from MJ. It had only taken an hour after he saved the train, for the place to be surrounded by the media. Within minutes, and dozens of interviews, everyone and their mother knew about the battle between Spider-man and Doctor Octopus on top of the train, as well as how Spider-man saved the people on the train and stopped it from crashing. No doubt Mary Jane was immensely worried about him.

Not that he didn't appreciate it.

He then glanced at his bag, which held his torn and damaged suit. "The thing's completely busted." He muttered. That last fight had torn the suit past its limit. Won't MJ be happy? 'Though, I think the suit's the last thing on her mind.' He thought.

He sighed, running a hand through his hair as he made it to his home. He had such a crazy day. Who else could say they stopped a train with their bare hands?

"Though I'm pretty sure J.J.J. will find a way to make it look like I caused the train to nearly crash on purpose. Saying I was "only making myself look like a hero to increase his undeserved reputation!" Asshole." He muttered, scoffing as he climbed up the steps. "Whatever, Jonah can kiss me toned a-" He entered the house, and met with the smiling face of his aunt, making him cut off from finishing his sentence.

"Naruto, welcome home honey!" She greeter. Forgetting what he was about to say, Naruto smiled at his aunt as he closed the door. Taking off his shoes, he walked toward her and kissed her cheek.

"Hey, Aunt May. Hope your day was better than mine." He said before walking into the kitchen.

"It was fine, dear." He heard May respond behind him, making him smile. Opening a cupboard, he took out a cup of instant ramen. After the day he had, he deserved the ramen-y goodness! Getting a tea pot, he put water in it as he turned on the stove. When it got hot, he placed the pot on it. He sighed as he waited ‒ damn 3 minutes, he was hungry! ‒ while leaning against the wall beside the entrance. He turned his head and looked out at his aunt who started to talk. "I heard that there's going to be a game at you school. You going?"

"Actually, I'm feeling kind of tired. Thought I turn in early." He told her. He didn't need superpowers to know that Aunt May had a worried frown on her face.

"Oh? Is everything alright, dear? Do you feel sick?" He smiled at the worried tone in her voice. After he lost his mother, his aunt seemed to fill in the role. She practically raised him. Took care of him. Made sure he was wealthy. He could proudly say he wouldn't be the man he was today, if it wasn't for her and Uncle Ben.

Didn't mean he didn't miss his real mother ‒ Mary Parker, as he didn't know much about his biological mother to get a feeling of her ‒ but he didn't mope around in sadness.

"I'm fine, Aunt May. Just worked a bit hard today. Broke into sweats and all." 'And a few bones.' He thought the last part, obviously, massaging his still aching arms.

"Okay dear, you take a good rest. And please try not to work harder than you can. I don't want you stressing yourself out." May told him, making him chuckle.

"I promise, aunt May." He said, just as the kettle whistled, making him smile. Ramen time!

After delightfully eating his ramen, Naruto kissed his aunt on the cheek, went upstairs, and promptly fell down on his bed. Out like a light!

'What a day!'

Next Day ‒ Midtown High

"Sorry I couldn't make to the game, guys." Naruto apologized, rubbing the back of his head sheepishly. Harry chuckled and shook his head, dismissing the apology with a wave.

"It's alright bro. You didn't miss much. Flash won out the game at the end 30-28 (I don't understand sports, anime and comic guy here! XD) and relished in the cheers like he always down."

MJ nodded. "Yeah Whiskers. The only thing you missed was nearly getting your eardrums bursted by how loud everyone was." Naruto winced at that. He couldn't stand loud placed, most of all sport stadiums, filled with yelling people. He always got a headache from loud places. Even before he got his powers, his hearing was sharper than others, as well as sensitive to loud noises. After his powers, all his natural senses were heightened to a ten. Now, if he went to a sports event, he feared his brain would melt. He enjoyed movie theaters and libraries the most, mostly because they were quiet. He recalled the fun time he and his parents, and later Aunt May and Uncle Ben and him would go to the movies, or when he would go with his dad to his lab and look at all the cool stuff.

He shook his head, no time for walking down memory lane. He looked at Harry when the brunette started talking. "Hey, you guys saw the news? Apparently Spider-man was fighting Otto yesterday, and there was an accident with a train, and was going out of control. And get this, Spider-man stopped it by itself! How awesome was that?! The train was nearly flying over the edge, and he stopped it himself! Though the front was trashed." He said, a grin on his face.

Mary Jane didn't share his enthusiasm, frowning. "Maybe, but that was also incredibly dangerous!" She said, looking at Naruto. The blonde just gave her a small smile, telling her that he was alright. It didn't do anything to smooth her worry. Mary Jane had lately been regretting getting her friend/crush to become a superhero, the reality of such a thing hitting her.

Her friend could die!

As proven by the times she saw him come back after a battle with that old bird man, those Enforcer mercenary guys, and now a ranging mad Doctor.

What was she thinking?! God, how she wanted to slam her head against the wall for her stupidity! What if something happened to him?! What if he got hurt badly?! What if he died?! That last thought making her heart clench.

Harry shrugged. "Well, maybe. But the guy saved dozens of lives. Maybe hundreds. Guy's awesome in my book!"

Naruto smiled, glad to hear that. He then winced a bit, placing a hand on his side after making sure the two didn't see him. While he had healed overnight, it didn't take away muscle pains. When he woke up in the morning, his whole body hurt and ached like hell! He could barely move his arms, his chest throbbed, and just about every muscle and bone in his body screamed in pain.

Only reason he wasn't at home, was due to taking a humanly unhealthy amount of pain pills. (He practically swallowed the whole bottle!) He didn't want Aunt May to get worried, so he quickly left the house early and headed to school ‒ making a stop at the pharmacy store to get more pills. 'Ock really messed me up yesterday.' He thought as he held his side, as the pain soon left.

Sighing in relief, he looked back at his friends, only to meet with the confused look on Harry's face, and great worried expression on MJ's. He chuckled nervously. "Um, so you guys excited for Coney Island tonight?" He asked, hoping to move things along.

MJ frowned at the obvious attempt to change the subject, but nodded either way. She'll corner him later on.

Harry nodded, a sigh of relief escaping his lips. "Yeah. I'm really looking to put all the craziness that happened this month behind me." Naruto agreed to that. In a month, a lot of things happened. He met Otto and Rosie, went to the show of their new machine where things went wild and someone died. Otto went to a coma, where he later awoke from but was crazy with revenge from Rosie's death. He attacked Oscorp, and he (Naruto) had to fight him, only for the man to escape. He then ran into the man again, attacking another company, had to keep a device from him that would no doubt make him stronger and ever more dangerous. And finally, had to stop a runaway train, nearly tearing himself in halve.

The life of being Spider-man...

"Yeah, I am actually looking for a night of fun." Naruto muttered, rubbing the back of his neck to work out the kinks. He planned to take some time off from being Spider-man, to relax a bit...after he stopped Otto before he could hurt anyone else again.

So Coney Island, stop Ock, and rest.

Solid plan...

With Doctor Octopus ‒ Secret Location

With a victorious smirk, Otto handed the Power chip to one of his claws, which moved to his back. With his mind connected with his arms, it knew where to work at. And so, it inserted the chip at a small hidden opening on his metal spine. Instantly, Otto noticed an instant change, as he felt stronger, more energized, while the lights on his claws glowed brightly. "Excellent! With the Power Pack, the energy in my arms will never end, and no form of electrical energy can damage them!" He smirked. "Meaning that whatever form of electrical ability that retched arachnid did the first time will not work again!"

Moving on, Otto moved and stood in front of a shattered window, gazing out at the city. "Still, Osborn must pay! And I think I know just how to do it." He grinned darkly. "Osborn has taken my wife from me. Let's see how he likes it when I take his son!"

Later that Afternoon ‒ Coney Island Amusement Park

Naruto let a soft smile cross his face as he walked around the park, Mary Jane by his side as they looked around. Harry had left them a bit while ago, saying he was going to get some snacks, and would meet them in front of the Ferris Wheel. Since then, MJ had been dragging the blonde around, having him play some games, and win her prizes.

All thanks to her precious weapon: The Pout.

Fear it, for it should be.

And so, with a large chicken tucked under her arm, and her other arm wrapped around his own, she pulled him around with a smile. While unofficial, she liked to think of this as a date, which made her giddy.

Now, if she could just FINALLY confess, it will make it all the much better. And she WAS! NO more waiting! No more distractions! No more interruptions! She was going to tell Naruto! And she had the perfect plan. She would take him to the Ferris Wheel, and when they were alone, she would tell him.

She would finally confess, and she won't fail! She was Mary Jane Watson, after all!

"Nary! MJ!"

Stopping at the call of their name, they turned and smiled when they say Liz running toward them with a wave and smile. They smiled back at her as she stopped in front of them. "Hey, Liz." Naruto greeted.

"Where's Flash? I thought he'd be with you." MJ asked, not seeing the blonde quarterback anywhere. Liz lost her smile, but it quickly came back.

"He and the others went off somewhere, something about a "Hot Dog Eating Contest" or something." She shrugged. She didn't understand, not cared about something like that. Sounded lame. She suddenly then grabbed Naruto by the arm, wrapping her arms around him as she pulled him to her, surprising him and Mary Jane. "MJ, mind if I burrow Nary for a bit?"

MJ blinked, not sure what to say. "I...uh..."

Liz didn't wait for a respond as she began to drag Naruto away. "Kay, thanks!" She called back.

"Wah! Liz, what a minute!" Naruto said, caught off guard by the sudden pull.

"Liz! Hold up a sec-" But it was too late, as the two were out of ear shot. She stood there, her hand out, before she lowered it, frowning.

Okay...so her plan will need to wait a bit more. Crossing her arms, she pouted. She knew Liz had a thing for Naruto, and hoped nothing special happened to ruin her chance.

Sighing, she walked off to look for Harry. Guy better had bought some snacks.

Like his redhead friend, the brunette girl dragged Naruto all over the amusement park, not that he minded much as they had fun. They went into a spooky ride, where Liz was jumping whenever something spooked her, and buried her face into his shoulder. He calmed her down by wrapping an arm around her shoulder.

They then had fun racing each other with carnival games, like shooting water into balloons, racing to be the first to pop them. He won, but barely. Girl had some skills! He still got her a toy squid (or octopus?) wearing a sailor suit, that shot water out of its pipe. Which she then used to playfully squirt him...cute girl.

The sun was beginning to set as they walked around. Naruto bought them a cone of cotton candy to share. Unfortunately, he had the embarrassing situation of having his piece stick to his hand, and not because it was sticky. Stupid Stick-em powers! Good candy though. Liz found that funny, thinking it was the cotton candy, as she giggled.

"Liz!"

Looking ahead, they saw Flash, along with Randy, Sally, and Kong coming their way. Flash got to them first, looking at Liz. "Where you'd been? We've been looking all over for you." He told her, though he didn't sound worried. He then looked at Naruto, and narrowed his eyes. "What cha doing with my girl, Parker?" He demanded.

Naruto rolled his eyes. "Cool it, Eugene." He said, getting a growl from the jock. "Liz and I were just hanging out. No big." Flash kept his glare on him for a bit more, before scoffing and turned away.

"C'mon Liz, we were going to try some of the rides." He gestured to follow as he and his group began to walk away. Liz frowned, and sighed. She turned to Naruto, giving him a sad smile.

"Um...thanks for the fun, Nary. And thanks for winning me this prize" She said, hugging the toy squid to her chest tightly, smiling at the blonde.

Naruto gave her a smile. "No prob, Liz. It was fun. We should do this again sometime." He offered.

Liz's smile grew big, as her cheeks burned, as she nodded happily. "Totally! See ya, around!" She waved at him before she ran off to catch up with the others. Waving after her, Naruto stood alone.

Letting out a burst of air from his lips, he wondered what else he should do. 'Maybe I should go find Harry and MJ. Think she said something about meeting at the Ferris Wheel.' Nodding at the plan, he turned to head in the direction.

Walking around for a while, he soon spotted the two he was looking for, sitting on a bench, some snacks in their arms. Walking toward them, he took some gummy bears Harry offered him. "So, where to next?" He asked.

"What about the Ferris Wheel?" Mary Jane offered, pointing over her shoulder at the ride. She tried to hide her nervousness when Naruto looked at it. She then grew excited when the blonde shrugged and nodded. Harry smirked.

"A great place to nap! Think they'll let me stay up in the air for an hour if I tip them?" He asked, half joking. It really was a great place to relax, and enjoy the view. Naruto chuckled at him.

"Maybe." He responded, grabbing a chocolate bar from the brunette. The three then began to walk over the large wheel. "So, a cart for all three?" He asked. Harry then spoke up.

"Actually, I think I'll skip this and go check out that roller coaster. You two have fun." With a wave, Harry walked off. He saw the look in the redhead's eyes, and seemed to know what she was planning.

'It's about time.' He thought with a smirk.

Watching after him, MJ felt a great sense of excitement. Yes, now it her and Naruto! Alone! No one to interrupt her!

Thank you Harry!

"Why don't we get a cart for just us, Naruto? I wanted to…talk with you about something." She said, lowering her face down a bit to hide her nervous expression. This was it!

Naruto blinked at her, confused on what she wanted to talk about, but nodded either way. "Sure, MJ."

Soon, the two got in a cart, and were lifted up into the air. When it stopped, the two friends looked upon the breathtaking view of the night sky and light sprinkled ocean. They faced away from the city, which they were glad for, as the wheel only made it to the waist of the tall buildings. The addition of the bright full moon only made the scene more romantic, at least in MJ's opinion. Glancing at the blonde, she smiled softly when she saw him look so relaxed. That was a first, considering all that's been happening especially his emotional burst when dealing with Otto. It was great to see him at peace, and she hoped it would last a long while.

The happiness in her hearts soon faded, and replaced with a great sense of nervousness that made her turn her gaze to her lap, and fiddler her fingers.

She was going to do it! She was finally going to tell Naruto how she felt! If she could calm her nervous. 'Come on Watson, you rehearsed this so many times! You know just what to say...though I guess doing it in your imagination is nothing compared to doing it for real.' She took a deep breath, trying to calm her nerves, as well as her rapidly beating heart. She felt so nervous, many scenarios going through her mind on what could happen.

What if he rejected her? What if he didn't feel the same? What if it made things awkward for them and ruined their friendship? That was the last thing she wanted, ruin what she had with Naruto.

What should she do?

Take a leap of faith on something she wished for? Or let things alone and keep what she had?

What should she do?!

She glanced at the whiskered blonde, biting her lip. Looking down at her hands, she nodded.

She would jump...and hope that her blonde hero would catch her.

"Naruto..." Blinking, the blonde looked beside him at the redhead.

"Hm? What's up, MJ?"

She bit her lip, clenching the end of the jacket she wore. "Naruto...do you think about the future?" She asked. He raised a brow at her at the question. He wondered why she was asking such a thing, but decided to answer either way.

"Um, sure. I guess." He said, not sure where she was going with this. Truth be told, he would rather focus more on the now than the future. If he thought about the future, that would install a false hope that he actually lived through this hero gig.

Don't count your chickens before they hatch, kids!

MJ took a deep breath; the words she was about to speak brought a great redness to her cheeks as she turned her head away shyly. "When you think about it...am…am I in it?" She asked, feeling really embarrassed by her question.

Naruto's eyes widened at the question, before he blushed. With how she said it...it brought images of him and her...together. He would not lie, he liked Mary Jane. Really liked her. However, it was fairly common knowledge that relationships with superheroes rarely worked out. He was worried that there would come a time that he made a lot of enemies, and they found out who he was, or the identities of people close to him, and targeted them.

Putting Mary Jane in danger was the farthest thing he wanted. However...

MJ didn't look at Naruto, nervous on his answer. And as the seconds waiting increased, the nervousness increased. 'Stupid, stupid, stupid! Why did I have to say that?! Now he probably thinks I'm weird, or stupid, or something! Dammit! This is not how I imagined the night! I shou-'

She suddenly stopped in her thoughts, flinching. Looking down, her eyes widened when she saw her fingers were interlaced with Naruto's. Raising her eyes up, a blush grew on her freckled face when she met Naruto's ocean blue eyes ‒ which to her seemed to just glow majestically in the light of the moon ‒ as he looked at her, his heart melting smile on his face.

By God, this guy...

Naruto smiled at her, a bright, warm smile that always made her feel better when they were kids. A smile that always cleared her cloudy skies. She loved that smile. "MJ...of course I see you in my future. You're my best friend. You've been there for me since first grade, elementary school, all the way to high school. You've been there for me at my karate tournaments, science fairs, and even more when I got my powers and lost Uncle Ben. Mary Jane...I just can't see a life without you in it. I couldn't be Spider-man without you. You're the one that keeps me going in this gig. You're more than just my friend, you're my partner, my guide, and my rock. And most of all, you're one of my most precious people."

At the end of his speech, Mary Jane was nearly in tears. She didn't know she meant so much to him, just like he meant so much to her. She couldn't imagine a time without the blonde. He was her sunshine. "Naruto..." She muttered, her cheeks as red as her hair, and green eyes glittering.

The two silently sat in the cart, gazing at the other. Unknowingly to them, they began to lean their faces forward inch by inch, fueled by their feelings. Slowly, driven by emotion and instinct, they slowly closed their eyes, their mouths slightly agape as they drew closer. The scene of the bright full moon and glittering ocean behind them placed it as a perfect, stereotypical fairy tale love scene.

Unfortunately, other worldly forces decided to put their would-be romance on hold...

"Ahhh!"

Jumping away from the other, surprised by the sudden screaming, they looked over the cart. Their eyes widened, when they saw one Doctor Octopus appear in the Amusement park, smashing down the welcome sign with a tentacle.

"You've got to be kidding me!" Naruto cursed. One night, couldn't he have just one night to relax?! He looked at MJ, who was frowning sadly at their ruined moment, and chance for something to happen. "Sorry, MJ. Duty calls." He apologized. MJ sighed, before nodding, giving him a small smile.

"It's okay, Tiger. Go do what you do best, and kick ass." She encouraged. Smirking back, Naruto nodded, and began to take off his jacket and pants, making her eyes widened and a heavy blush grow on her face. Fortunately, (or is it unfortunately?) for her, whatever she thought was happened, wasn't as it showed that under his jacket and pants, Naruto was wearing a black, long sleeve shirt with his iconic spider logo ‒ the shirt he wore fighting Ock was torn to shreds, but he had extras ‒ and costume pants. His jacket was torn, and unusable. He reached to grab his bag, only for his eyes to realize that 1) he didn't bring his bag, and 2) even if he did, his mask was torn and he didn't get a chance to fix it. 'Damn it! I don't have my mask! What am I going to do?'

Fortunately, MJ seemed to know what he was thinking, and had the solution. "Oh, Naruto! I forgot, I brought you something!" Looking at her, Naruto watched as MJ dug into her purse, and took something out. Seeing it, his eyes widened.

It was a mask. It was a red, ski mask with what looked like black line web design covering it all over. For eyes, the mask had two large oval white lenses, with sharp-edge. Picking it up, he looked at it in amazement. Feeling the material, he felt that it was smooth to the tough, and stretching it a bit, it felt strong. Whistling at great work done on the mask, he looked at MJ, who obviously was very proud of her work. "I finally finished making your new costume. Unfortunately, I didn't bring it. Only the mask."

He smiled at her, "It's alright. It's more than enough. Thanks MJ." Reaching into his pocket, he took out a voice change collar ‒ he also had a second made months back ‒ and fastened it on. He then pulled the new mask over his head and face, putting it on. He saw that his vision was perfect under the lenses, not hindered one bit. Putting on his web-shooters, and footwear, climbed on top of the edge of the cart. Looking back at the redhead, he gave her a two finger salute. "See ya!" He then jumped down at the rampaging Ock. 'Time for another episode of Man vs. Octopus.'

Down below, people were panicking, running away and screaming in terror at the sudden appearance of Doctor Octopus, who strolled in while being held up by his long tentacles.

Otto ignored all the screaming people, focusing only on his intended target. 'Ah, and there he is!' He mentally said, as he spotted Harry, with the others from his school, looking at him in shock and fear. "Ah, Harry Osborn. The Doctor will see you now." Ock said, smirking at the brunette.

The students screamed and quickly ran away, Otto after them. Sending out a claw, he was about to grab Harry, but was stopped by a foot slamming into his face. Slamming back into the ground, Ock groaned as he shook his head, getting back up.

"Doc, your bedside manners stink." Spider-man said, landing on top of a popcorn stand.

"You!" Ock shouted in anger.

"Yeah, me! Good, you can see. Now tell me what this is?" Spidey asked, shooting a web-line out and grabbing discarded hammer from the Ring the Bell game, and threw it at Ock. The man quickly grabbed the hammer with a claw, and threw it back at Spider-man, who dodged it by jumping into the air. Flipping, he came down with a flying kick at the Octo man, hitting him in the chest. "Let's end this dance of ours, Doc." He exclaimed.

Grunting from the strike, Otto glared at him. "My thoughts exactly, arachnid." He growled, and sent his arms at Spider-man. The masked hero jumped out of the way, dodging and kicking arms within distance of him. Shooting a barrage of web-bullets at the man, who grabbed a large game sign which he used as a shield, Spider-man shot a web-line at a tentacle and yank it to him. Grabbing it, he landed on the ground, and pulled hard. A surprised Otto was yanked out of the ground, and before he knew it, was slammed into an empty stall.

Getting up, the man glared at him with immense hate. "Your attacks are useless Spider-man! My arms run on unlimited power! And are no longer effected by your electrical attacks! I grow stronger, while you go weaker!" Grabbing a round sign, he hurled it at Spider-man, who dodged it by jumping over it. Unfortunately, he didn't see the second object thrown at him, and was hit and send back.

Rolling across the ground, Naruto groaned as he got up. Shaking his head, he narrowed his eyes at Ock. 'His arms may be running on long storage of power and never tire, but the same can't be said about the human wearing them.' Nodding at the plan, he ran toward Ock. Leaping up, he landed on a cotton candy cart, and rode it fast at the man. Seeing him, Otto once more sent out his arms, but Spider-man just jumped over them. While in the air, flipping over Ock, Spidey shot web-lines at the still running cart, and with a pull, sent it crashing hard into Ock's back as he turned to him.

Growing increasingly agitated with the arachnid's antics, Otto got up with a growl. Looking up ready to either curse or mock the hero, he was instead met with caramel apples being hurled at him.

"Candy apples! Get your tasty, delicious, tooth aching candy apples!" Spidey shouted as he pulled back a tray of caramel apples on a web-line and shot them at Ock like a sling shot. With a roar of anger, Ock pulled off an apple stuck to his head, and sent a claw at Spider-man, destroying the stand as the spider jumped out of the way. Shooting a line, he zipped up and landed on an empty cart in the Ferris Wheel. "Hey Doc? You like games? How about 'Try and Squash the Spider?'" He called. 'Good thing Mary Jane got out of the ride earlier.'

Otto gave a dark smirk. "My favorite game." He muttered and chased after him, using his claws to climb up to the cart. Spider-man jumped out of the way as Ock slammed a tentacle down on the roof of the cart. Jumping to another, he continued to dodge Ock's attacks. Getting to one close to the ground, he jumped off, Ock right after him. Landing, Otto looked around for the pest. "Where are you, you pathetic excuse for a spider?!" He shouted, only to suddenly be squirted in the face with water. Standing behind the counter of a water game, Spider-man smirked as he held a water squirted.

"I'm afraid this park isn't big enough for the two of us, mister." He said, talking in a Western accent like an Old West sheriff.

"ARGH! I grow tired of your games!" Ock shouted as he pushed himself up into the air with his metal arms, landing on the stand and destroying it.

Luckily, Spider-man jumped out of the way at the last second, landing a bit away. Standing, he shrugged. "Well this is an amusement park, Doc. Looks like you need to get your eyes checked."

Otto gritted his teeth as he rose up from the rubble. "Do you EVER stop talking?!"

Spider-man blinked, cupping his chin in thought, before shaking his head. "Nah. If I did, the battles would be boring. Wouldn't you think?"

"ARGH!

As Otto charged at him like an angry bull, Spidey shot a line to the side, and brought some balls toward him, and began to throw them at Otto. Otto used his arms to block his face. When the last ball stopped flying, he pulled his arms down...only to get another ball in the face.

Spidey mentally grinned. 'I don't know what it is, but I just love screwing with bad guys.' Just then, he blinked, and squinted his eyes. 'One, two, three...didn't he have four claws?' He asked as he counted the visible claws. Suddenly, his Spider-senses tingled. However, he was too late to react, as from under him, the missing claw shot out from the wooden floor, and struck him in the head, sending him flying. He skidded across the floor, before he righted himself. Getting up, he messaged his aching chin. 'Argh! Stupid metal!' He mentally cursed. He moved his jaw, hoping it wasn't broken.

Suddenly, he heard a shout. "Don't worry Spidey! I've got your back!"

Running to Ock behind his back, was one Flash Thompson. Flash was actually a fan of the wall-crawler. Thinking he was a cool guy. And so, like any other fan, when Flash saw his hero in trouble, he knew he had to help.

"No!" Spider-man shouted, seeing his idiot of an ex-friend heading recklessly into danger. Quickly, he shot a web-line, and swung over to Ock. When the man attempted to hit him with a tentacle, he flipped over it, grabbed unto another one, and used it like a monkey bar to swing himself right under Ock's guard, grabbed Flash, and swung away safely. He landed in front of the other students, and dropped Flash on the floor. "Do me a favor, kid. Don't be a hero. Leave this to the professionals." He told Flash.

Flash chuckled sheepishly. "Yeah-yeah! Smack him one for me, Spidey!" He said, before he and his friends ran off to safety. With them clear, Spider-man was about to turn and continue his fight with Octo, when he was suddenly hit from the side with a metal tentacle. As he flew, crashing into a stand, Ock send an arm out, and grabbed Liz as she tried to escape. With a scream, she was lifted into the air, dropping the price Naruto got her. "Liz!" Flash shouted in worry.

Groaning, Spider-man got out of the rubble, only for his eyes to widened in worry when he saw Doctor Octopus had Liz in his grasp. "No!"

Octopus smirked at him, holding Liz beside him, as the girl struggled in his hold. "Once again, your compassion for these people weakens you!"

"Let her go, Octavius!" Spider-man shouted, getting angry at the sight of one of his friends in danger.

Otto laughed. "Fool! What will you do, when I hold all the cards? My energy is boundless. I hold a defenseless victim within my grasp, and your worry for their safety makes you weak! You have no more tricks, Spider-man. I have won!" He then began to walked away with his arms, Liz screaming. Spider-man followed them, and could only watch as Otto stood at the top of the roller coaster. Turning to the spider hero, he smirked. "In all of my attempts to get all of my deserved vengeance, you have continued to foil my plans! No more! It is time we ended this! Surrender your life...or sacrifice hers?" He then brought a claw to Liz's face, making her scream.

Behind his mask, Naruto glared heavily at Otto, clenching his fists. 'Damn it Otto! You have finally gone too far!' What should he do? He couldn't put Liz's life at risk. He tried to come up with a plan.

"Time to choose, Spider-man!" Otto shouted.

Spider-man shouted, lowering his arms. "Alright Doc, you win." He said, making Otto smirk. "I just-DODGE!" He suddenly shouted, shooting a fast web-bullet, that struck Otto in the face. The moment of surprise had him unconsciously relax his grip on Liz. With a scream, the young girl began to fall down to the ground. Luckily, she was saved as Spider-man caught her. "I've got cha!" He told her as he swung down to the ground. Putting her down, he looked at her. "You okay?" He asked. Dazedly, Liz nodded, making him sigh in relief. "Good. Stay safe." He told her, before he swung off, heading to Ock as Liz's friends headed her way in worry. "Otto, you just made a HUGE mistake."

Getting down to the ground, Otto tore the webbing off his face with a growl. "When I get my hands on that infernal arachnid, I'll tear him to shreds!"

"Yo doc!"

Turning around, Otto was hit by a flying cart that pushed him back. When he got up, he was standing in front of a spinning ride. Suddenly, several web-bullets flew out of nowhere, and hit one of his claws, sticking it to the rid. Otto tried to pull it out, but it held strong. Hearing a whistle, he looked over, and saw Spider-man wave at him...standing next to the control panel. "Oh no."

Spidey cupped his chin in thought as he looked at the controls. "Hm, wonder what this button does." He said, faking confusion. With a hidden smirk, he pressed the activation button. Instantly, the ride began to spin, taking the struggling Octopus with it. Grabbing the lever, he pulled it up, making the machine go faster. Soon, Otto was nothing more than a blur, screaming and shouting curses at him. However, soon force had worked its magic, and the fast speed was too much for the webbing to maintain. So, still at the controls, Spider-man watched as Ock flew out of the ride in a blur, and soaring through the air, before crashing down at a stand. Coincidentally, he crashed into the very stand where he won Liz the octopus toy. And so, surrounded in a pile of green sailor octopi, Doctor Octopus growled in anger.

"I had enough of this foolishness!"

"My thoughts exactly, Ock."

Standing behind him, Spider-man looked at what had once been his friend and hero, and he couldn't help but pity him for what he had become. 'Sorry, Otto.' Raising a hand, he pressed his fingers at his back.

Octopus gave a loud scream as red electricity sparked all over him, striking both externally and internally, hitting his nerves.

'Last time, I shocked him by using his metal arms as conduits. However, either by will or anger, he pushed through the wave of Venom Blast, which had most likely had some of its energy absorbed by the computer circuits in his arms. But what if he got a first physical contact?'

For a few seconds, he held, as Otto screamed, before let go. Holding a scream for a few more seconds, the man latter dropped to the ground. His body covered in sparks for a bit, but completely still. His nerves temporarily paralyzed by the low, but mildly strong dose of Venom Blast. Spider-man stepped back, and let out a sigh of relief.

Doctor Octopus has finally been defeated.

Around a half hour later, the police showed up, along with the media, and Octavius was taken into custody. Spider-man had vanished, and Naruto Parker stood at the crowd, taking pictures as Otto was put into the police truck. He frowned, saddened that the man was being arrested, but knew that was no longer the man he knew.

And he was going to have to live with that.

Looking around, he spotted MJ and Harry, along with the others of Midtown High, and walked over to them. "Guys!" He called. Turning to him Harry sighed in relief.

"Naruto, there you are! We've been looking all over for you! Where have you been?" He asked, a bit concerned.

Naruto rubbed the back of his head sheepishly. "Sorry, I was in hiding spots, taking pictures of the fight for the Bugle." He said, lifting his camera. It was sorta true, he hid his camera around, positioning it to take pictures of his fight. Jameson had been on his ass for not getting photos of the last two fights, so he made sure to get some this time. Harry rolled his eyes, but nodded either way. However, one person wasn't so forgiving.

"You mean to tell us that while we've been in danger, you were hiding?!" Sally shouted at Naruto, poking him in the chest, as she got in his face. Naruto sweat-dropped, feeling a bit nervous at the heavy glare the fellow blonde was giving him. "Liz was held captive by that freak if Spider-man hadn't saved her!"

Naruto blinked in surprise, and looked at Liz, worry in his eyes. "What?! Liz, you okay?" He asked. While he personally knew she was fine, haven saved her, he was still worried for her well-being.

Liz smiled, blushing a bit at how worried he was about her, and nodded. "Yeah, thankfully Spider-man was there." She then frowned. "Unfortunately, I lost the prize you won for me. I'm sorry, Nary." She muttered, lowering her head. She then felt a hand on her shoulder. Looking up, she saw Naruto smiling at her.

"Don't worry. It's just a toy. I'll get you another one. I'm just glad you're safe." He told her, making her blush hard, but still smiled and nodded.

Randy then spoke up. "Well, I don't know about yall, but I had enough fun for tonight. I'm heading home."

Everyone nodded at that, and began to leave the damaged park. They soon separated, Flash and his 'crew' heading one way, while Naruto and his friends headed another. As they walked, Harry in the front, Naruto looked at MJ, an embarrassed flush on his cheeks. "Um, MJ…about that thing at the Ferris Wheel."

Realizing what he was talking about, MJ's cheeks burned. Her mind thinking back to how they were so close to kissing. "Oh! That...um…" She didn't know what to say. She was embarrassed that it almost happened. But also angry at the interruption, as well as sad.

Another night, another chance ruined.

She then felt something grab her hand. Looking down, she saw that Naruto was holding her hand. Raising her gaze, she saw him smiling at her. "I meant what I said. You're very important to me, and important in my life, Mary Jane. I can't imagine it without you."

Her blush increased, but she still smiled. Slowly, she leaned her head down and rested it on his shoulder, enjoying his warmth. Naruto smiled down at her, as the two continued to walk home.

"Me either, Tiger."

End of Chapter.

I have to say that the train scene in Spider-man 2 was by favorite part. The part when everyone carried Peter's unconscious body inside and gathered around him, and the EVERYONE swore to keep his identity as a teen a secret. THAT WAS SO (and sorry about this, manliness) CUTE! I nearly shed a tear! NEARLY!

Though the face Tobey Maguire made when he was trying to hold back the train, was UGLY as well as CREEPY AS SHIT! It looked like he was having a seizure!

Argh!

Now, yes, I know that I had once again placed a false hope that Naruto and Mary Jane would finally get together. I apologize. If you want to form an angry mod, and lift your pitchforks and torches, go ahead. The moment WILL come, I promise.

Also, we are nearing the end of the first Arc! I know I haven't said it, but these episodes were the "prologue" arc, or officially the "Beginning Days" Arc of Naruto's hero career. The days in which he kicks off his starting gig as a superhero.

Those that are wondering when Gwen Stacy will appear. I am working on it with my beta. Planning things out. I hope to make her appear after the Lizard event.

Complete Harem list will be posted in my profile. And please vote for who Aunt May gets with; John Jonah Jameson, Sr. or Ben Parker/Spider-Ben.

Next chapter Naruto finally gets his "real" costume! YAY!

Also, I'm not a huge reader of comics. I read them from time to time, but am not very knowledge on the marvel events. I know a few, but not a lot. I tell you this, because I am wondering if there is any big event in Marvel that you want Naruto/Spider-man to be a part. Either new/current or old, and I'm taking 1900s comics.

I have a wide access of cartoon shows, for ALL the Spider-man shows. Movies, and online comics. So, if there is a Spider-man comic event, or issue, you would like to see me do, tell me the name, title, and issue(s) and I will see what I can do.

Now, what else? Doc Ock. Yeah, he's not dead, even if I used the Spider-man 2 setting. I'm not killing him people! Just wanted a good origin for him. Sorry to those who thought Otto would do like in the movie.

Anything else?

Anyone else excited for the Spider-man game for PS4? Oh man! I want to play it so much! Too bad I only have an Xbox One. Hope they also put it for other consoles!

That's all for now!

Here's a preview of what's to come:

"Naruto dear."

Popping his head out of his room, he saw Aunt May walking toward him. He saw that she had a black box in her arms. Taking his cookie out of his mouth, he responded to her. "What's up, Aunt May?"

His aunt stopped in front of him, giving him her usual sweet smile. "Well, I heard there was dance at your school, and was wondering why you weren't going there." She asked. Naruto rubbed the back of his head.

"Well, I didn't see a use for it. Besides, I didn't want to leave you alone at the house. So I thought I could spend the night with you." He said. May smiled at her beloved nephew, placing a hand on his cheek and rubbing it softly. Naruto smiled at her warm tough. It was times like this, his aunt reminded him of his mother with her love. Sometime, she felt like she was his mother, and he loved her very much.

"Oh sweetie. While I do appreciate your kindness, I cannot allow you to miss a fun event. So I want you to go. Please."

Naruto frowned, not sure about that. However, he could not deny her. So with a sigh, he nodded. "Alright, Aunt May."

May smiled, and handed him the box. "Good! Now, I took the privilege to get you this." Looking at the box in confusion, Naruto opened it up, and saw that inside was a tuxedo. "Now get dressed, someone important should be here soon." She said, and gently pushed him into his room.

"Wait, who?" He asked, but didn't get an answer.

Soon, Naruto stepped out of his room, wearing his black tux. He pulled on his collar with a frown, before deciding to just unbutton the top button. He wished the thing had some orange on it, it was his color! Walking down the stair, he saw May at the bottom, a happy smile on her face. "You look fabulous dear!"

'I feel more like a monkey.' He thought. He then heard a snort in his head. 'You be quiet!' He thought, preventing the knowing comment from the asshole in his head.

DING!

May's smile widened. "Ah! That's here! Answer it dear!" May told him. Naruto raised a brow as he walked toward the door.

"Wait, 'her'? Her who?" He asked as he opened the door. Looking at who was outside, he froze. His brain was in the process of short circuiting as he stood in place.

At his door, was Mary Jane Watson, wearing a black, silk dress, that hugged her nicely, showing her curves and nice hips. The top was tied by strings that went around her neck. Her hair was washed and shining in the night light, and she had some blush on her cheeks that turned a bit redder. On her lips, were a nice amount of lip-gloss. She had her black purse.

Seeing the state Naruto was in, MJ smirked at him. She gave him a wink. "Face it Tiger, you just hit the Jackpot!"

Review the chap! Tell me what you think.

Still wondering if anyone wants to do an "Avengers watch Superior Spider" fic? PM me!

Ja ne!