Two days after what many dubbed "the Doc Ock" incident, Peter Parker lied in his bed, late at night, bored and regretting not being able to save Doctor Octavius. Everybody still thought he died in that accident. Aunt May stepped in and said "Oh Peter…what is ever the matter, dear?"

Peter turned in his bed and said "I can't sleep, Aunt May…" Aunt May sat down next to Pete and asked why he couldn't sleep.

Peter just said "I've been having nightmares" he began "nightmares about not being to help someone. And that coming to me and hitting back hard."

May had just given Peter a pat on the back and said "Oh Petey…you help save everyone sometimes…but what matters is that you helped someone. Did you?" Peter smiled and said "Yeah, I helped two people…"

May had a warm smile on her wrinkled face and said "As long as you helped somebody when you had the chance, you can't help everyone all the time. Now what even is this all about?"

Peter's face got all tensed up and he said "Uhhhh…it's about helping some people on a test, Aunt May." May then nodded and said "Oh of course. I'll leave you be, sleep tight my little nephew." She then stepped back out of his room and shut the door.

"She's right…" he mumbled to himself before falling to sleep.

Elsewhere back at the Roxxon building, Kingpin sat in the dark. He was planning something big to attack Spider-Man. "I need a true threat to take down Spider-Man. These freaks just aren't doing a good enough job. We need someone stronger!"

Suddenly a buzzer rang, and Kingpin opened the doors to his office. In walked a familiar face, it was Doctor Octavius. "Octavius?!" Kingpin said in shock, and then the Doctor corrected him.

"I don't go by Octavius anymore, Kingpin." He said to him as the tentacles popped out of his coat, "They call me Doctor Octopus now. Or just Doc Ock." "My word…" Kingpin said, his shock ever growing "Are those your mechanical arms I heard so much about, why haven't you removed them?"

Doc Ock smiled and said "Why would I? Even if I wanted to, thanks to the accident I can't. But I hear you want someone to kill Spider-Man. Perhaps I can help." Kingpin scoffed and asked "Why would you want to kill Spider-Man?"

Ock walked over to him on his tentacles and said "Because I want to spite my boss, Osborn. I supply Roxxon the blood he doesn't get…I get to show him that he lost a valued employee."

Kingpin clasped his hands in excitement and said "Excellent. How did you know you'd find me here?"

Ock smirked as he sipped from Kingpin's mug. "Of course I know you'd be here. Hiding in the most obvious spot is sometimes the best option…"

Kingpin readjusted his white suit and said "Yes. Of course. When can you get to killing Spider-Man?"

Ock's smirk grew into a morbid grin as he said "Tomorrow, of course. I work fast, just as Norman likes…"

The next morning Peter woke up, stopped a bank robbery and went to school. He walked the halls in an unassuming manner as always.

"Hey Pete." Harry said to his pal.

"Hey Harry…" Peter said groggily, still kind of tired. "You get enough sleep, Pete?" Harry asked.

Peter shrugged and continued on his way until he bumped into Flash Thompson. Flash shoved him and said "Watch it pipsqueak, I'm walkin' here!" Peter said "Sorry, Flash…"

Flash said "Sorry ain't enough to make up for it, dork." Peter tried moving past him, but then Flash pushed him back. "I say you n' me…we gotta tussle, buddy." Harry then moved between both of them and says "Who says tussle anymore?"

Flash then shoved Harry too and said "I say tussle, nerd!" Intervening between the fight was Liz Allen, Flash's new girlfriend. "Flash!" she pleaded "Leave Peter and Harry alone, they didn't do anything."

Flash glared at both Peter and Harry before leaving with Liz. "Gees, wonder what's got him so livid?" Harry wondered.

Peter retorted "I don't know, and I don't think I care." Finally, Gwen showed up and said "Hi guys!" Both of them waved, and Peter asked "You doing okay Gwen? I mean…what with you dad being in the hospital."

Gwen nodded while adjusting her glasses and said "Yeah…he's in the hospital…sure. But at least he didn't end up like Doctor Octavius." Harry then said "Don't you mean Doctor Octopus?" Gwen hit him on the shoulders and Gwen said "Harry, have some respect for the dead! He was a smart man." Harry gave an uncaring look and said "I was at his presentation, dude was a crackpot."

Peter said "I dunno…Octavius was one of my personal heroes." Gwen nodded in agreement. And almost as if mentioned by name, the doors burst down. Doctor Octavius was standing in the doorway, but not for long. He began marching for Peter before grabbing him with his hand.

Both Gwen and Harry were shocked as the both exclaimed "Doctor Octavius?!" This made Ock even madder as he yelled "I DO NOT GO BY THAT NAME ANYMORE!" The mechanical arms then burst out of his trenchcoat.

Harry then asked "What are you doing with Peter?!" Ock smacked him with a tentacle and said "HE IS PETER PARKER IS HE NOT? HE TAKES THE PICTURES OF SPIDER-MAN THE PAPERS CREDIT HIM AS SUCH! So if I take him with me…the Spider is sure to follow." Peter was too busy choking to speak up to Ock.

The Doctor then threw Peter into the air and then a mechanical arm grabbed him. Gwen had already left the scene and Harry was doing very much the same. Octavius then used his free arms to walk back out the doors and leap onto the top of the building.

He then put Parker down. "Tell me where Spider-Man is, boy!"

Peter said "I don't know, I just take pictures of him!" Ock then said "You are useless to me, then!" Peter stepped back and said "Wh-what even happened to you Octavius?"

Ock's face made a scowl as he yelled "DO NOT CALL ME OCTAVIUS! OCTAVIUS IS DEAD! I AM DOCTOR OCTOPUS NOW!" Peter then asked "Then what happened to you, Doctor Octopus?" Ock shrugged and said "After the explosion, it caused my arms to be fused to me. But I survived."

Parker pleaded "We can help you Otto—"unluckily Otto then smacked him with an arm saying "I DON'T NEED HELP! AND DON'T CALL ME OTTO!"

"Leave him alone, four eyes!" Spider-Woman cried out as she tried to strike Otto with a kick to the back of the head. A claw then grabbed her by the ankle and said "I ask for Spider-Man and I get Spider-Woman? This will work well enough I suppose!" Before Otto could extract some blood from her, a photo flash was heard.

Ock then turned around and said "What? Who's there?! Show yourself!" He then started looking, and before long he found Eddie Brock. "Uhhhh hi?" Otto then grabbed Eddie and said "Another worker for the Bugle I see…wait…where's Parker?!"

Ock then received a kick to the back of the head courtesy of Parker, still out of his Spider-Man outfit. He then dropped both Brock and Spider-Woman. "Thanks!" the young lady said, but Brock instead said "MY CAMERA!" as it fell onto the ground.

Octavius stood there dumbfounded that this mere high school student had the guts to strike back. As Brock lamented the loss of his camera, Spider-Woman was ready to fight. But Peter wasn't, Ock just grabbed him and said "That will be the last brave move you make, boy!"

Spider-Woman said "Wrong!" and made an attempt at the harness that his tentacles were attached to. She landed a hit, and Ock was taken down in one swift move.

But then the tentacles started scrambling on their own. Ock's subconscious must have been controlling them somehow. They carried Ock off back to Roxxon.

Spider-Woman instantly ran to Peter and cradled him. "Are you alright?" she asked. Peter nodded. "Oh Peter…don't die on me…" Peter then cocked his eyebrow and said "How do you know my name?"

Spider-Woman then said "Well…uhm…I heard Ock say it when he was ranting in the school." Peter nodded and said "Alright…I think I just…want to go back to the school now."

She swung him back down, but left on the roof was Eddie Brock. After he got out from hiding, he noticed that both Spider-Woman and Parker were gone. He stomped his foot and said "First that Parker kid ruins my camera, then both he and that Spider-Woman leave me on this roof! How am I supposed to get down?! Damn it Parker! And damn it Spider-Woman!"

Back at ground level, Spider-Woman placed Peter onto the ground and said "Have a fine day…citizen." She then waved and swung back into the air.

"That Spider-Woman" Peter thought as he walked back into the school, avoiding the broken glass of the door, "she sure is somethin'. Cool costume. The white hood, the purple aesthetic…not as cool as mine, but hey. That's how it works." Harry ran up to Peter and said "Peter, what the heck are you doing? They shut down the school after that incident. We can just…go home."

Peter looked at Harry and asked, sounding concerned "Wait, where's Gwen? She didn't get hurt, right?" Harry shook his head and said "Nah. She left the place before anything could happen to her."

Peter gave a sigh of relief and said "Oh thank goodness." Harry then elbowed him "We all know you got a crush on her, Pete. She's safe, don't worry. You can make out with her later on when you ask her out eventually, don't worry!" he said while making kissy noises.

Peter hit him on the shoulder and said "I don't have a crush on Gwendy." Harry rubbed his elbow and said "Hey, that's the second time I got hit on the shoulder today, what's with that?" Peter then said "Stop saying punch worthy things, and me n' Gwendy won't have to hit ya."

They both then walked back out of the school, but while Harry was thinking of hanging with his best pal, what Peter was thinking was "I gotta track down the Kingpin somehow…he's behind this, I can tell. And I gotta do it tonight..."

Back at the Roxxon building, Ock walked in, finally having woken up. "So you failed…" Kingpin said with disappointment.

Ock said "No. I merely miscalculated." Kingpin slammed his fist on the desk and asked "What do you suppose we do, Octavius?!" Ock got angry as he said "How many times must I tell you people I am not Octavius anymore…anyway, I think that what we need to do is gather four people to assist me. I have already selected them you just need to get them out of prison."

Kingpin smiled as he puffed his cigar. "Very good, who are these people you require out of prison, I can have them out by tonight."

Ock sat down. "Who I need you to bail out is Electro, Sandman, Mysterio, and Kraven. We will be the Sinister Six." Kingpin nodded and asked about the sixth member.

Ock handed him some blueprints for what appeared to be a harness with wings. "Have your employees make this. I know that Adrian Toomes wanted to use them back at Oscorp before Osborn shut him down…"

Kingpin said "We can get Toomes, and we can break those people out. Don't worry…"