Volume IV: The Superior Spider-Man Part I

This will be the ninth chapter of Volume IV and Part I of the three part story, Doctor Octopus has been presumed dead for months after the End of the World events, but he's still alive and has big plans for Spider-Man who plays a vital role in his rebirth, meanwhile the heroes are coming up against a new supervillain called Massacre as he's causing chaos throughout New York City, but Peter Parker has something special plan for his future with Gwen Stacy, but Doc Ock will intervene and capture the young hero. Peter Parker's life is about to be taken away as Otto Octavius comes back to the world as a new man thanks to this new technology, he plans to explore his new life as a hero and become more superior than Spider-Man ever was, this will cause problems for the people in Peter Parker's life, especially for his love for Gwen. He eventually meets someone who intrigues him and show him the error of his ways, her name is Anna Maria Marconi as the two bond with one another in a lot of ways. Otto still struggles with his new life and from his old nature collide with his good self, will he embrace the supervillain he was or will he learn the true meaning of heroism?

It's November 13th nighttime out in the five boroughs of New York City as the whole city is resting peacefully without problem, but out in the bay deep underwater is an A.I.M. submarine staying under the radar to avoid detection, inside the sub itself is a man on life support as his tentacles are doing all the work in building something desperately, this life support system he's hooked up to is providing all the nutrients and treatments required to extend his life as he can, but he's running out of time as the end is very near, this man is Doctor Octopus who has been presumed dead for months after the destruction of A.I.M. headquarters, he's been in hiding letting the whole world think he's dead, his tentacles made the final touches to complete this technology.

"Finally, you're perfect, and it's all thanks to you, Dr. Zola, your technology is my salvation, and the timing couldn't been perfect, only one day left for me *cough and gasped* but there is only one thing I need before it's ends." Doctor Octopus on life support.

The screen shows footages of Spider-Man in action these past months, including his alter ego Peter Parker, where he lives and where he goes to college, he learned everything he need to knows for a vital reason that plays into his plans.

"You Peter Parker, you took everything from me, ruined my plans for a perfect world, left me for dead *coughs* now I shall return the favor in full, I'm going to take everything from you, your whole life, cause you, Peter Parker, are the key to my rebirth, my salvation. Soon I, Dr. Otto Octavius, shall come back stronger than ever and this time nothing shall stand in my way, nothing!" Doctor Octopus stated with confidence.

Doctor Octopus has big plans for Peter Parker as he's essential to his survive, his time is almost at an end and he wants Parker for his rebirth of sorts, whatever it is, it's bad for Peter and everyone around him.


The next day it's November 14th around 3:45 PM at a cathedral as a wedding is underway, a lot of people gathered around as the groom is at the altar with the priest waiting for his bride to show, unknown to anyone high up on a rooftop is a shady individual with a metal plate on his left temple as he's assembling an assault rifle along with a grenade launcher attachment below the barrel, this guy is loaded up with a lot of ammunition and bombs. Meanwhile the wedding theme is being played inside the cathedral as the bride is walking down the aisle, the groom is smiling upon seeing the love of his life coming his way and standing next to him at the altar, this unknown gunman loaded the clip into the rifle walking down the stairs as the ceremony has started.

"We are gathered here today before God in this state of holy matrimony, if anyone objects as to why this couple should not be wed, speak now or forever hold your peace."

The bride and groom looks upon each other as nobody has objected to their love for one another, but the ceremony got interrupted by gunshots fired up in the air as a man dressed up in combat gear storms his way around the aisle terrifying everyone in fear, eventually this man stopped firing and got everyone attention, this man has a metal plate on his head and his mouth is covered up, until he pulls it down and shows everyone the groom, especially the bride are stunned upon seeing this man as she knows him, he's her ex-husband.

"I object, Father." Massacre said.

"Oh my god... Marcus?" Judy is terrified.

"Ma'am, do you realize what you're doing?" Massacre said.

"Marcus, why are you here?" Judy said.

"Your husband is fighting a war and here you are marrying his best friend who's a traitor." Massacre said.

"I'd never betrayed you Marcus, Judy was hopeful that you could come back to the man you were, before you became this... killer."

"I'm a soldier, I was trained for a single purpose, to kill all enemies and traitors." Massacre said.

"Marcus... I had hoped one day you would return to me as the man I once loved, but I see now that you're no longer that man, you don't feeling anything, you're empty." Judy said.

"I'm on a mission, this is a war and any traitor needs to be punished, if you side with a traitor, then you're a traitor too, and traitors must die!" Massacre raised his rifle.

Massacre is aiming at the bride and groom as the groom moved in front of her to shield her, Massacre is willing to kill them along with anyone else he deems are his enemies without any pity nor mercy, but a webbing was fired and knocked the barrel away as he missed his shot, another webbing attached itself to the rifle and got yanked off his hands, Spider-Man is above hanging from a wall, he saved everyone's lives in time.

"Hey, didn't anyone tell you not to bring guns in the house of god?" Spider-Man said.

"I have a mission to complete, you will not stop me!" Massacre said.

Massacre then pulls out an Uzi submachine gun and started shooting at the hero who then swings around diverting the gunman's attention away from the crowd, he's unable to hit the hero with bullets as he's too fast and agile, his Uzi then became empty as he then switched back to his targets, the bride and groom, he reloads the gun and aims at them, but Ghost-Spider swing in just in time and got both of them to safety as Massacre is still shooting at them, they too cover behind the altar, Spider-Man swings in closer and drop kick Massacre off his feet, the man is outmatched by two heroes.

"Mission failed, must make tactical retreat." Massacre said.

Massacre then tossed a flash bang and Spider-Man was too late to cover his eyes and ears when it went off, his senses got disrupted while Massacre took the opportunity to escape, Spider-Man is recovering his sense but he saw Massacre making his escape out of the cathedral, Spider-Man chases after him and made it outside only to lost sight of the gunman, he's long gone. Spider-Man looks back to see the bride and groom are safe along with everyone else, but he's still unease as this madman is still out there.

(An hour later)

The NYPD has the place lock down as Spider-Man and Ghost-Spider are keeping an eye in case this lunatic tries again, CSI's are collecting all the bullet slugs and casings left behind, the guns Massacre used are in police possession, Yuri Watanabe is speaking with the ex-wife of the man responsible for this incident and told her everything she knows, meanwhile Kid Arachnid and Spider-Girl finally arrived at the cathedral to find the place riddled in bullets.

"Dang, what happened here?" Kid Arachnid said.

"Well, someone decided to crash a wedding and brought some toys with him, very dangerous toys." Spider-Man said.

"Sorry we were late, we had a little trouble dealing with a robbery in Brooklyn." Spider-Girl said.

"It's alright, me and Spidey were here in time and nobody got hurt." Ghost-Spider said.

"But this psycho is still out there, we need to find him." Spider-Man said.

Yuri Watanabe finished getting everything she needed from the bride as she walks towards the hero with a tablet in her hand, she's typing in the name of the suspect responsible for this incident, she got everything, his military records and psych eval from Ravencroft.

"Got anything for us, Captain?" Spider-Man is curious.

Yuri holds up the tablet with a file and photo. "Is this the guy?"

Spider-Man looks at the tablet. "Yeah, that's him."

"According to this, his name is Marcus Lyman, former Sergeant of the US Army Delta Force, served three tours, according to this his last tour of duty the helicopter he was on was shot down by an RPG from insurgents, killing everyone on board except for him, he managed to survive the explosion but he had a piece of shrapnel lodged into his brain." Yuri Watanabe said.

"No way." Kid Arachnid said.

"How could've he had survived it?" Spider-Girl said.

"No idea, but the result of the shrapnel in his brain severed his emotions, he feels absolutely nothing, not an ounce of humanity except for his misguided drive to continue his mission to hunt down all enemies, he killed off a lot of insurgents, villagers, even fellow soldiers who were trying to protect the village he believed were traitors, he massacred everyone without any hesitation nor mercy." Yuri Watanabe said.

"My god." Kid Arachnid said.

"So what happened to him?" Spider-Man said.

"The Army managed to capture him alive and sent him back to the states, after finding out the damage he suffered during combat, he was convinced and sent to Ravencroft for observation, at least he was." Yuri Watanabe said.

Spider-Man sighed. "Let me guess, he escaped along with the other patients during the Carnage breakout."

"Exactly, according to his psych eval, he still feels nothing except for his commitment and drive to fight a war, in his mind he's still at war and he'll kill anyone he deems is an enemy or a traitor." Yuri Watanabe said.

"Not unless we stop him first." Spider-Man said.

"So what's his connection to his targets?" Ghost-Spider said.

"The groom was an old friend from the Army, he served together with Marcus, as for the bride Judy, she was his wife, she had hope Marcus's time at Ravencroft would heal him, but she gave up and divorced him." Yuri Watanabe said.

"After seeing what he became, who can blame her?" Spider-Girl said.

"What's the next move, Captain? Kid Arachnid asking.

"Our CSI's got all the bullets and took possession of the guns he used, I've already alerted the entire NYPD to be on lookout in case he shows up, he can't hide forever." Yuri Watanabe said.

"Still, we need to keep an eye on the couple in case he comes back." Spider-Man said.

"Agreed, I'll leave that to your team." Yuri Watanabe then excuses herself.

Spider-Man and Ghost-Spider walks up the to bride Judy being comforted by her fiancé inside the cathedral.

"How are you two doing?" Spider-Man said.

"Shaking to be honest, but we're both fine, thank you for saving our lives." Judy is very grateful.

"Sorry this had to happen on your wedding day." Spider-Man said.

"Never thought I'd see Marcus, or at least at the man that used to be Marcus, I knew the injuries he suffered changed him, but I'd never imagined it would drive to do something like this, when I saw him again, I realize there's nothing left of the man I once married. The Marcus I knew is long gone and it hurts, but if it wasn't for my fiancé supporting me, I'd never have the strength to move on, to find happiness again. Which is why we'd like to continue our wedding while we still can." Judy said.

"That's very brave of you, even after the day you had." Spider-Man said.

"It's because of this we'd like to be together more than ever, I can't imagine living my life without the love of my life. He makes me feels so special, cause when you find someone who can make you feel like you belong together, you'll find true happiness spending the rest of your life with that person you love the most." Judy said.

Spider-Man listened to those words as they have some meaning to him, especially with his relationship with the love of his life, Gwen Stacy. Coming down the aisle is the priest who tried to officiate the wedding.

"Everyone is still here, do you wish to continue with the wedding?"

"I am Father." Judy smiled.

The priest smiled warmly as Judy and her fiancé follow him down the aisle to continue the wedding while everyone is still here, Spider-Man and his team stayed here to keep an eye on them in case Massacre shows up, the bride and groom are the altar again as the priest started reciting the speech, Spider-Man is listening and watching while thinking about what these two people are willing to go through together. Eventually the two exchanged vows and rings as the priest officially declared them husband and wife, they kiss as everyone clapped their hands for the couple are now officially married. Spider-Man looks to Ghost-Spider, he realized that he wants that with her one day, she's the love of his life.

Eventually the couple made it out of the cathedral as they're about to hop onto the convertible, the Web-Warriors came outside to provide protection to the married couple, but all of a sudden, Spider-Man is getting text from his phone from Kamala Khan, "GOT A SITUATION NEED SOME ASSISTANCE IF YOU GOT THE TIME!", his teammates noticed the text on his phone.

"Everything okay?" Ghost-Spider said.

"Yeah, just need to help out a friend in need." Spider-Man said.

"Ms. Marvel?" Kid Arachnid guessed.

"Yeah." Spider-Man said.

"Go, we'll make sure the couple are escorted safely out of town." Ghost-Spider said.

"You sure?" Spider-Man said.

"Yeah, we got this, go." Kid Arachnid said.

"Alright, take care." Spider-Man said.

"Will do." Ghost-Spider said.

Spider-Man swings away from the cathedral heading towards Jersey City to help out Ms. Marvel with a situation while the rest of the Web-Warriors are escorting the married couple driving in a convertible out of town. Spider-Man is swinging around the city as usual as unknown to him, an octobot is on a rooftop spying on him, and it's not the only one.

(A.I.M. submarine)

Doctor Octopus is at his submarine deep in the bay watching live footages from his octobot spying on Spider-Man swinging around the city awaiting for the right opportunity to strike back.

"Soon Parker, very soon, I shall have you within my grip." Doctor Octopus said gripping his claw.


Time is 5:23 PM at the Spider-Cave as Ganke Lee is on the supercomputer searching for any leads on the whereabouts of Massacre, coming through the tunnels are Ghost-Spider along with Kid Arachnid and Spider-Girl after their escort mission was a success, they're removing their masks as Ganke stopped his work to chat with his friends but no Spider-Man with them.

"How'd it go?" Ganke Lee said.

"It was a piece of cake, we dropped them off at the airport and the happily married couple are on their way to their honeymoon." Miles said.

"I see, and Spidey?" Ganke Lee said.

"In Jersey City, helping Ms. Marvel out of some kind of situation. It seems like he's been making back and forth trips to Jersey City more often." Anya said.

"He's just helping her out, showing her the ropes, she's still new to this hero business just like you both were when you started out." Gwen said.

Their conversation was cut short as Spider-Man just came back from Jersey City after helping Ms. Marvel out, he took off his mask and looked exhausted.

"Hey guys." Peter said.

"How'd it go in Jersey City?" Miles asking.

"It went well, we were just fighting off some mutated alligators controlled by some bird guy claims he's Thomas Edison." Peter said.

"What? For real?" Miles is confused.

"Yeah for real, now she's got herself a nemesis." Peter said.

"So how's her progress? Ms. Marvel?" Miles is curious.

"She's seems to be doing well for herself, except her mother found out her secret by accident." Peter said.

"Yikes." Miles said.

"But other than that, she's doing fine, she has great potential and heart, I'm sure you two would get along very well." Peter said.

"Yeah, maybe we'll team up one day" Miles likes the idea.

"If she's got your number, does that mean she..." Anya said.

"Yeah, she knows who I am... So any progress in finding the gunman?" Peter said.

"None, this guy has gone underground, even the NYPD aren't having any luck tracking him." Ganke Lee said.

"The guy is ex-military trained in urban warfare, he knows how to stay hidden, it'll be very difficult to find him." Peter said.

"Yeah, but soon or later Massacre is bound to show up." Miles said.

"Massacre?" Peter said.

"It's what the media has dubbed him, due to his taste in destruction and mayhem." Miles said.

"Okay, obviously we can't do much to find him unless he surfaces again, why don't we all head on home and rest. Ganke, if he ever stirs up trouble again, let us know immediately." Peter said.

"Will do." Ganke Lee said as Peter is leaving alone.

"Where are you going, Pete?" Gwen is curious.

"I'm gonna drop by Aunt May's house for a visit." Peter said.

"I see, do you want to come with you?" Gwen said.

"Maybe next time Gwendy, this is something I need to speak with alone." Peter smiled.

"Okay... Peter..." Gwen said as Peter stopped as she rushed up and kiss him on the lips. "I love you."

"I love you too Gwen." Peter smile warmly.

Peter is now leaving while Gwen stayed behind with the rest of the team, Gwen felt happy being loved by Peter, she wouldn't trade it for anything in the world.


Time is 5:58 PM in Forest Hills, Queens as Peter Parker is driving his motorcycle through his old neighborhood he grew up in most of his life, he eventually made it to the Parker Residence as he drives onto the driveway, coming back to his old home in months since he moved out with Gwen, he parked his bike and walks up to the front door and rang the doorbell, he's waiting and heard footsteps coming, the door opens as Aunt May is home to see her nephew Peter here.

"Peter?" May looked surprised.

"Hi Aunt May, is this a bad time?" Peter said

"No, of course not silly, this is your home after all, you're always welcome, come in." May invited her nephew.

Peter enters the house for the first time in months, everything looks the same as he remembers the last time he was here.

"I got to see on the news about the wedding being crashed by this Massacre fellow, glad you and Gwendolyne intervened in time, though it's a shame that gunman got away.." May said.

"I know, but at least we got to save the bride and groom along with everyone else, they just got married and on their way to their honeymoon." Peter said.

"That's wonderful... so, how are things with Gwen? Are you guys having money problems?" May asking.

"Oh don't worry Aunt May, I've got a second job now, everything is fine. Actually it's been great living together for months, our relationship has grown stronger everyday, we're so happy being together no matter what." Peter said.

"I see, and this happiness wouldn't happen to have anything to do with what you both do in private." May referring to intercourse.

"Aunt May!" Peter felt embarrassed.

"Sorry, it's just you two are like a couple a rabbits, unable to resist each other when that feeling occurs." May said.

"Yeah, well... we hardly have any time alone for it since MJ and Ms. Lion moved in with us, it made the romance a bit slow, but we're still happy being together no matter what." Peter said.

"I'm happy for you, you both deserve each other." May smiled.

Peter smiled as he got something else to say. "Aunt May, can I ask you something?"

"Anything Peter, ask." May said.

"What do you think about Gwen?" Peter said.

"Gwen? What about her?" May said.

"I just want to ask you on your opinion of Gwen." Peter said.

"Well... I've known Gwendolyne since you two best friends since elementary school, you two always had a strong bond with one another, until the day you've finally realized that you loved her, I know that you both had a lot of ups and downs, but you always managed to find your way to each other no matter what. Having her moved in with us, she became a daughter I never had, made me feel like she's family." May smiled.

"Well... how would you like it if Gwen officially became part of this family?" Peter hinted his true motive.

"What do you mean?" May has no idea until she looks at Peter's expression and figured it out. "Peter, are you saying that..."

Peter nodded his head and smiled. "I'm going to ask Gwen to marry me."

May gasped in excitement as she hugged her nephew. "Oh Peter!"

"So... does this mean I have your blessing?" Peter hugging May.

May stopped hugging upon thinking of something. "Wait... don't tell me she's expecting?"

"What? No, Gwen's not pregnant. Seriously Aunt May, do you honest believe she has to be expecting my child for me to propose?" Peter said.

"I'm just saying since you both are very busy with each other..." May talking about intercourse again.

"Aunt May, seriously, we've been very responsible and careful since we had that talk in the Hamptons, we're using proper protection this time." Peter assure of his safety through intercourse.

"Oh, I apologize for the misunderstanding... Peter... are you sure this is what you really want? You're both still so young and in college, did you really think this whole thing through?" May said.

"Aunt May, I don't know what the future has in store for us, but one thing for sure is my love for Gwen, she's everything to me, she's been my center, she makes me whole, if there's anyone I want to spend the rest of my life with, it's Gwen, I want to grown old with her, maybe even have a family someday... I've made up my mind Aunt May, I want to ask you for your blessing." Peter made up his mind.

"I know that you've loved Gwen for a long time and that she's an amazing woman who can make you happy." May said.

"She is amazing, Gwen is one in a million." Peter said.

"Then you have my blessing, Peter... Wait here, I have something for you." May smiled and walks away.

May went over to the living room where an old antique furniture and opens up the drawer, May smiled upon seeing a couple of rings that have deeper meaning to her, still remained untouched, she took them from the drawer and walks back to Peter waiting alone.

"Here, I want you to have these." May holding out her hand.

Peter gazed upon the rings in May's hand, he realized what they are in that moment. "Aunt May, these are..."

May nodded with a smiled. "Our old wedding rings, mine and Ben's."

"Aunt May, I can't take these." Peter said.

May smiled. "Ben said the same thing when his father offered him the rings."

"What?" Peter is surprised.

"That's right, these belonged to your grandparents until your grandfather passed them along to Ben when he asked for their blessing, we wore them for almost 30 years from the day we got married. He knew one day you would meet that special woman in your life, when the day you finally propose to that woman you'd want to spend the rest of the life with, he'd want to carry on the tradition and let you have these... Take 'em, they're yours now." May holding up the rings in her hand.

Peter reached out and took the rings from Aunt May's hand, he held them and took a closer look, May's ring is about Gwen's size and it's very beautiful, he smiled as he knows that she'll love it, Peter looks back at May with an uneasy look in her face.

"What is it?" Peter is curious.

"Nothing, it's just... to think that you were just a boy who graduated high school months ago, and now you're finally a man in love with a woman, a man who doesn't need his aunt's advice anymore." May smiled.

Peter smile. "I'll always need you, Aunt May."

May smiled with tears of joy as she hugs Peter feeling happy he's in love with a wonderful woman, now he wants to pop the question and spend the rest of his life with Gwen Stacy, the love of his life.


Time is 6:40 PM in Tribeca at the Coffee Bean, Mary Jane is still working as a barista making a decent wage, she's brewing drinks for customers as among them is her best friend Gwen Stacy making an order for a venti cup of regular coffee, Mary Jane smiled and waved to her friend, Gwen waved back. A bit later Mary Jane is on break and sitting with her friend Gwen drinking her coffee looking a bit exhausted.

Gwen made a sound after drinking coffee. "Ahh, needed the caffeine boost."

"Still no luck in finding this guy?" Mary Jane said.

"Nah, this guy's good at hiding, it'll be a while till we finally found him. So how is work?" Gwen said.

"It's fine, the wage is pretty decent, though it'll still be a long time before I've saved enough for acting classes. And how about you, how are things with Peter?" Mary Jane said.

"We're doing alright, the romance is still burning, even though we hardly have any time for some passion, we still remain happy being together." Gwen said.

"I envy you, Gwen Stacy, you've got a great man who loves you." Mary Jane said.

"And I'm happy to be with him, our relationship had a lot of bumps in the last three years, but we always find our way to each other, our love only grow stronger no matter what." Gwen said.

"That's wonderful, so... do you both see yourselves going anywhere in the near future?" Mary Jane said.

"Maybe, I do love the idea of spending the rest of my life with Peter someday." Gwen smiled warmly.

(Lower East Side)

Peter is on his knee holding up a wedding ring. "I've loved you for a very long time, will you marry me?"

Ms. Lion is on the bed listening to Peter practicing his proposal speech, the dog remained quiet making a small whine.

"It's too corny, isn't it?" Peter said.

Peter gets off his knee and sits down on the bed next to Ms. Lion as he felt that his proposal isn't perfect enough to say to Gwen when he finally pops the question.

Peter sighed "I want to make this moment very special when I finally ask her, but I don't know what to say. Got any ideas, Ms. Lion?"

Ms. Lion whine upon looking up at Peter, having no idea what's he's talking about.

"Yeah, me neither, I got nothing. Thanks for listening, buddy." Peter petted Ms. Lion before laying on the bed.

Peter laid on his back trying to think of something wonderful to say for the proposal when the time comes, all of a sudden an idea popped up in his head.

Peter smiled. "I got it."

Peter raised himself up on the bed and sits down, he grabbed the phone and holds it up, he started recording himself.

"Gwen... I wanted to say that you're the best thing that's ever happened to me, you've always been the best part of my life, from the moment my lips touched yours I felt like I got butterflies in my stomach, I realize that I love you and I want to spend the rest of my life by your side, cause you make me feel like the happiest man on Earth." Peter smiles as he then raised a ring in view of the camera. "Gwendolyne Maxine Stacy, will you marry me?"

Peter smiled as he sighed and stopped recording himself as he saved the video on his phone in case he needed it, he thought that the proposal was perfect as he still has the wedding ring in his hand he wants to give Gwen when the time comes, he feels more confident than ever as he plans to ask her to marry him soon, but his phone got a text from Gwen.

Peter reads the text. "I'm here on the rooftop, meet me here and suit up."

Peter assumes that this is about that Massacre guy and Spider-Man is needed, he opens up the drawer next to the bed and puts the wedding ring inside next to another ring for himself, he closes the drawer and picks up the Spider-Man suit and begins to suit up, afterwards he walks up to the kitchen and grabs a dog treat, he lowers down to feed it to Ms. Lion as he took a bite out of the dog treat, Peter petted the dog saying "Good boy." before leaving the apartment through the window .

Sometime later he crawled up onto the rooftop to meet up with Gwen who texted him but so far hasn't seen her yet.

"Gwen! Where are you?!" Spider-Man calling out alone still looking. "Huh? It's not like Gwen to send me a fake text message."

Spider-Man is still looking only for his spider sense to tingle as a device was tossed and rolled on the rooftop, it went off and sent a flash of bursting light and sounds, Spider-Man was too late as all his senses are disrupted to a higher degree, afterwards a dose of gas was coming out of the same device and engulfed around Spider-Man as he's inhaling the gas and he's feeling light headed and barely keeping it together, he's doing everything he can in his power to stay awake as he can see some kind of figure coming through the gas.

"You never cease to amaze me, your willpower is quite impressive, but even you have your limits... now, it's time to put your lights out." Doctor Octopus's voice all fuzzy in Spidey's head.

Spider-Man laid down on the ground only to see a blurry figure raising his tentacle and swinging it down onto Spidey's head, he instantly blacked out and lost consciousness in that moment.


Time is 7:45 PM out in the New York Bay deep underwater in the A.I.M. submarine, Peter Parker has his mask removed and he's strapped down to a chair restrained with carbonadium steel, Doctor Octopus is having the machine ready to be used now that he has an essential piece to complete his immortality, sudden starting to wake up from being out cold, Peter is opening up his eyes to see he's somewhere surrounded by steel walls.

"Nap times over, Parker." Doctor Octopus said as he coughed in illness.

"Huh? Doc Ock? You're... you're..." Peter is shocked.

"Alive? Not for long, I had indeed survived our last encounter on A.I.M. island, I was left for dead to the world, but I still suffer from the same illness from last year and it's reached it's fatal point, I've done everything I can to prolong my life as long as I could, basically I've been living off on credit, but it's about to be maxed out and my time will end on this very night." Doctor Octopus said and coughed again.

"It was you, wasn't it? You're the one who hacked Gwen's phone and sent that fake text to lure me out, didn't you?" Peter said.

"You're so predictable Parker, I still know everything about you, including your weakness. One thing you should always know, I never miscalculate." Doctor Octopus said with a cough.

"So you got me, what's next for the notorious Doc Ock? Are you going to kill me before you die? Is this what it's all about? Revenge?" Peter said.

"You're very wrong Parker, I never said I wanted to kill you, it's quite the opposite, I need you." Doctor Octopus said.

"Need me? For what?" Peter is confused.

"Cause I finally found the way to cheat death." Doctor Octopus said.

"What are you talking about?" Peter is even more confused.

"Since this will be your last night too, I guess there's no point in hiding my endgame. While I was presumed dead to the world, I've used up all my remaining time on Earth to find a way to overcome my illness, but it's impossible, it's spread out throughout my body to the point it's unable to be saved by any means, I had given up hope, that is until I found another way." Doctor Octopus said.

"Which is?" Peter said.

"To transfer my consciousness into a new body, a more healthier and stronger body." Doctor Octopus said.

"Transfer a conscious? No, that's impossible." Peter doesn't believe it.

"Oh it's very possible, Dr. Zola has done it. You do know who Arnim Zola is, don't you?" Doctor Octopus said.

"I know him. What does he have to do with this?" Peter said.

"Everything, did you know that he lived around the era of World War II? Did it ever occurred to you how he managed to live this long?" Doctor Octopus said.

"Humor me." Peter said.

"Very well, Arnim Zola lead HYDRA in the shadows after their original leader, the Red Skull was presumed dead to the whole world, he still carried on HYDRA's mission for world domination, a mission that would take the rest of his life to accomplish, decades, even longer than what the average human life can allow, he knew that he would never live long enough to see HYDRA accomplish it's goal while being the same mortal man with time as his enemy, so he devised a solution to prolong his life and he found the secret, he created a machine that would allow him to transfer his consciousness into another body, a robotic body that would allow him to live on forever, longer than he ever could as a human." Doctor Octopus explains about Zola's immortality.

"And so what? Zola just told you his secret and gave you his technology? Cause he really doesn't seem like the type to share." Peter said.

"You're right about that, I had to steal it from Zola and retrofit it to my specifications. But having the way to cheat death is one thing, I still needed a vessel to transfer my consciousness to, I thought about ever possible candidate that would be perfect for me to become, and I thought what perfect vessel for me to take than that of my arch-nemesis, Spider-Man. As I said Parker, I never wanted to kill you, I'm going to do the next best thing, I'm going to become... you." Doctor Octopus reveal his true plan.

"No... you can't do this, this is my life!" Peter protest.

"Not for long, cause your life is about to become all mine. But not to worry Parker, I'll still live on being the hero you ever were, just superior in every way." Doctor Octopus powers up the machine with him and Peter in the middle. " And my rebirth begins... now!"

The machine unleashed a bright light between, Peter and Otto are screaming out loud in pain as Otto's mind is being transferred into Peter's brain, Peter is doing everything in his power to try to push Otto out, but it's futile as the mind transfer is too strong for him to resist, he's feeling himself losing control over his actions and thoughts are being replaced by Otto's consciousness, Peter's body is moving around shaking, attempting to break free but it's impossible since the carbonadium restraints are too strong for him to break out, the screen nearby is displaying Otto's consciousness being uploaded into Peter's brain, so far it's at 50%, the mind transfer still continues as Peter feeling himself fading away and giving up control of his body the more of Otto's consciousness being uploaded, the screen shows the transfer at 90% until it finally reached a 100%, the mind transfer is finally completed as the screaming stopped and Peter's body collapsed from feeling the side effects of the mind transferring process.

Eventually the hand started shaking and eyes are starting to open up, he sees that he's still trapped by the cardonadium restraints.

"Unlock restraints, access code 0987!"

The restraints are voice activated upon reciting the access codes and they're being unlocked in an instant, this guy is getting back up and raising his hands up feeling himself more different than ever before, trying to adjust to the body, he looks upon the mirror to see himself in a Spider-Man suit, he went up to take a closer look at himself, he moves his hand around only to look at the reflection moving in the exact same way, he then turns to see a body nearby, the body of Otto Octavius now completely without a mind to control it, he looks back at the mirror and smiles with joy upon realizing what this means.

Peter chuckled sinisterly as he's no longer himself. "Yes, it worked! At long last, I've been reborn and I owe it all to you, Spider-Man!"

Peter Parker is no longer Peter Parker anymore, he's now Otto Octavius, the mind transfer worked, Otto now has completely control over the body of his arch nemesis, Spider-Man.

"Now it's time for me to enjoy my new life, but first things first ... I must get rid of any evidence, a clean slate." Otto is now Spider-Man.

Otto as Peter Parker picked up Spidey's mask and puts it on as he walks over to the control console on this entire submarine, he typing the keyboard and access the sub's self-destruct sequence in order to destroy anything that would tip off on his involvement, he activated it and started the countdown.

"WARNING! SELF-DESTRUCTION SEQUENCE IS IN MOTION! EVACUATE THE SUB IMMEDIATELY! COUNTING DOWN, 30... 29... 28..."

Otto doesn't have much time as the countdown has started, giving him 30 seconds to escape the destruction, he makes his way to the escape pod on this sub for immediate escape, he opens up the hatch and looks upon his former body one last time.

"Goodbye... Otto Octavius..." Otto/Peter telling his old body his goodbyes.

Otto steps into the escape pod and seals the hatch, the craft immediately departs from the submarine as the countdown has finally reached zero, the inside of the sub is blowing up and engulfing the inside with flames as it consumed the body of Otto Octavius, eventually the hull got ripped and water is pouring in, the whole submarine is blown up deep underwater and all the evidence was destroyed, there's absolute nothing left as it's left wrecked underwater, the escape pod is heading back to the surface where Otto plans to live his new life as Peter Parker and Spider-Man.


Time is 9:23 PM back in Lower East Side as Gwen and Mary Jane are both home and extremely worried for Peter as he's been missing for over an hour, he's been off the grid, his phone has been left behind along with his regular clothes he was wearing and his personal items he usually carries, Gwen holds up her phone trying to track the suit's tracker but it's been off for an hour, making them even more concerned.

"Anything?" Mary Jane said.

Gwen sighed. "Nothing... Where are you Peter?"

All of a sudden a window is opening up in the bedroom as Gwen and Mary Jane rushed to see Spider-Man climbing through the window, Gwen felt relieved as she rushed and hugged Peter taking off his mask, Otto was surprised by the sudden affection he received from Parker's girlfriend who's unaware that he's not Peter Parker.

"Peter, thank god you're okay! I thought something terrible might've happened!" Gwen hugging Otto/Peter.

"I'm... fine..." Otto/Peter acting normal as possible.

"Where were you, Tiger? You had us all worried, we tried calling you but you left your phone behind and you suit's tracker was off, we'd assumed the worst." Mary Jane said.

"I apologize, I was out on patrol and I must've left my phone behind, as for the tracker, I think it's broken. But everything is fine now, I'm fine, there's nothing to worry about." Otto/Peter said.

Gwen stopped hugging Peter unaware he's Otto. "Of course I was worried, I thought that Massacre had done something to you."

"Come on, do you honestly believe that a psycho gunman would get the best of me, Spider-Man?" Otto/Peter said.

"The thought had crossed my mind, you maybe powerful, but you're not invincible, just don't be so careless, alright?" Gwen said.

"Okay, I swear... now, is there anything to eat in the kitchen? I'm starving." Otto/ Peter has an urge to eat.

Otto went into the kitchen where Ms. Lion is eating from the bowl, the dog stopped eating upon seeing Peter Parker here, he then just growls madly as he sensed something is off about Peter, this made Otto very nervous to be around the dog, Gwen and Mary Jane noticed the strange aggressive behavior Ms. Lion is giving off to Peter.

"What's wrong boy?" Mary Jane asking her pet.

"I... think I'll head to the Spider-Cave for the night." Otto/Peter is walking away.

"You're not going to stay here?" Gwen said.

"No, I just need to be alone for a while, I'll get something to eat along the way." Otto/Peter said.

"Are you sure you're okay Pete? You seemed... different." Gwen noticed something.

"Of course, everything is fine. I'll see you tomorrow at school." Otto/Peter said.

"Okay, I love you Peter." Gwen said.

"I... love you... too... Gwendolyne." Otto/Peter said nervously.

Otto grabs some of Peter's clothes and items as he puts on the mask and climbs out of the window, he has no choice but to leave the apartment in order to avoid any suspicion of anyone catching on to his act, leaving Gwen and MJ alone with Ms. Lion as Gwen is confused by something Peter said.

"Gwendolyne?" Gwen looked confused.


Later around 10:02 PM at the Spider-Cave, Otto Octavius is coming in dressed in regular clothes with a backpack on his back and holding a box of pizza as he looks upon the hidden headquarters of the Web-Warriors, this place has all the equipment and resources needed for their crusade, Otto set the pizza box and backpack aside and is very impressed with the place he now has access to for his own benefits.

"Impressive Parker, you've got quite an operation going on here." Otto/Peter said.

Otto looks around to see a supercomputer, a vehicle bay with a Spider-Mobile and a couple of Spider-Cycles, a lab filled with tool and resources available along with a fabrication machine for making new suits, and finally glass cases full of previous suit worn by Spider-Man. Otto smiled as all this is now his, his stomach growls as he walks up to the table where the pizza box is, he opens up and gazed upon a double pepperoni pizza which made him feel disturbed upon the sight of this junk food.

"Eh... I have no idea why you crave this junk Parker, this is a culinary disaster, I, Otto Octavius, in a hundred years would ever eat this crap you call food *stomach grows as he sighs* unfortunately for me, this new body of mine craves it so much... I might as well." Otto/Peter is still disgusted by this new craving for pizza.

Otto reluctantly picks up a slice and holds it up as he can't believe he's about to eat the one thing he absolutely hates, but he unfortunately inherited the body's natural craving for it, it's hard for him to resist, he opens up the mouth and took a bite, his eyes widen upon tasting the pizza for the first time.

Otto/Peter closes his eyes and chews. "Mmm... oh my... wow!"

Otto kept on eating the pizza slice as he loves it now, being in the body of Peter Parker he's craves pizza more than ever, he finished eating the slice until he's finished, he then looks upon the backpack and opens it up, pulling out Spider-Man's advanced suit and holding it up for him to get a better look.

"Hmm, this suit is an improvement, very cutting edge... but then again it's not really me." Otto/Peter tossed the advanced suit aside. "If I'm going to continue being Spider-Man, I need a suit that fits my personality, I need something more... superior."

Otto then looks back to the fabrication machine nearby, he smiles as he got a perfect idea. He would walk over and accesses the terminal on the fabrication machine as it shows up alternate design of the Spider-Man suit, none of them are to his liking as he decides to create a suit that would fit him perfectly in his rebirth as the next Spider-Man, he though up some ideas he would like for this new suit of his, he types in the exact designs and specifications he wants for his suit. While the machine does it work in building the suit, he straps on a pair of black googles like the ones he wore before as his old self, he began his work on the web shooters to make certain improvements along with new equipment to use in the future such as a new version of the spider bots.


Around 11:54 PM at some hideout somewhere in New York City, Marcus Lyman who now goes by his codename Massacre is assembling his arsenal of weapons and explosives as he still has his own misguided mission to fulfill, he's not done killing just yet, but now his bigger concern is the heroes who are causing complications to his missions, he loading up rounds into the clips while gazing upon a picture of himself as a Delta Force soldier along with his former comrades including his best friend who married his ex-wife. He finished loading filling the clips and loaded one into the rifle.

"Still have a mission to complete, hunt down all traitors." Massacre said.


It's November 15th around 6:31 AM in the morning, Otto is still asleep in the cot as he spent the night here, the fabrication machine finished creating a new suit for Otto Octavius as it's waiting to be tested out, it's mostly red and black with a black eye lens replacing the white ones, it somewhat resembles Spider-Man's advanced suit with the difference being the spider on the chest is all black with it's legs stretching out. Otto is still asleep in the cot until he's hearing a voice in his head.

"Otto..." Peter's voice.

Otto suddenly wakes up upon hearing a voice in his head, it sounded like Peter Parker, but it can't be since he's dead now just like his old body, he assumes that he was just dreaming and that his head is playing tricks on his mind.

Sometime later after he's fully awake, he's dressed in a black work out shirt and sweatpants with a pair of newly created web shooters, he's on the mat with several training drones activated, he wants to test out the full potential of his new gifts as Spider-Man before he engages in any serious actions as a hero, Otto waits patiently for the drones to make a move, one of them fires off a stun pulse as Otto quickly jumps up higher than he ever could before, the other drones all followed suit and fire off stun pulses as Otto's enhanced senses can anticipate and react quickly than any human can, he fires off a webbing and swings around.

"What perfect response time." Otto swinging around.

The drones kept on firing at Otto swinging around in the air, he then drops and avoids the stun pulses, he got in close for a drop kick and knocked one of the drones down with all his strength, it went down easily, the other two are still active as Otto fires off his web shooters at each of them and pulls them in close with all his strength, they collided with each other and broke into pieces upon impact, the one he knocked down earlier is getting back up while Otto isn't looking, Otto's spider sense tingles in his head as the drone fired off a stun pulse at the guy, he jumps backwards as high as he can and went over the drone until he landed behind him, Otto then executes a helicopter kick and knocked the drone's head off with so much force as the guy landed down on his feet and looks around to see all the training drones are down for the count. He was able to use the body's own muscle memory to navigate and use Spider-Man's personal fighting style.

Otto chuckles with pride. "Amazing! All this great power and it's all mine."

Sometime later Otto is in the shower room with his eyes all closed rising off all the sweat he got earlier from all the training he did alone, after he's done getting cleaned up, he dries himself off with a towel and wraps it around his waist as he walks over to the mirror to look himself in his new youthful look, the body of Peter Parker is all lean and muscular, he's got pretty brown eyes and his brown hair is pulled back as he's more handsome for girls his ages. He's got the body of a 18 year old with incredible powers with his consciousness and genius intellect to add.

Otto smiled with pride. "Gotta say Otto, you couldn't have picked a better body for yourself, with his powers and my genius, I'll be unstoppable!"

Otto's moment got interrupted by the sudden ring coming from outside of the shower room, he went out to check who's calling him this morning, he sees that its Peter's girlfriend Gwen Stacy calling him.

Otto sighs unpleasantly. "Just what I need, Parker's high school sweetheart never leaving me alone with my thoughts!"

Otto picks up Peter's phone and reluctantly calls back in order to avoid further suspicion.

Otto/Peter puts on an act. "Hey, what's up?"

"Peter, where are you?" Gwen asking.

"I'm still at the Spider-Cave. Why?" Otto/Peter said.

"Cause I'm here at the university alone and I haven't seen you yet." Gwen said.

"University?" Otto/Peter is clueless.

"We have a class starting soon, remember?" Gwen reminded.

"Oh..." Otto/Peter checks the phone's clock, it's 8:02 AM, he holds the phone back to his ear. "I'm on my way, Gwendolyne!"

Otto hangs up the phone and quickly grabs some of Peter's clothes, but he'll need a faster way to get to the university Peter attends, he walks over to the fabrication machine and stands in front of the his newly completely Spider-Man suit.

"You're perfect and what better timing to test you out! As you say Parker, suit up." Otto/Peter smiled with pride.

Otto took the suit out of the fabrication machine and began suit up himself, putting everything on including strapping on the new web-shooters to his wrists, and last he puts on the mask, he walks over to the mirror and gazed upon himself in his new suit, completely identical to Spider-Man's previous suit but all red and black.

"This is definitely you, Otto, or should I say... Spider-Man." Otto Octavius becomes Spider-Man.

(New York City)

Sometime later, everyone on the streets of New York City are going about their day until they got to see the newly improved Spider-Man swinging around the neighborhood, people got to wave to the hero passing by, Otto is pleased by all the attention and respect he's getting as Spider-Man, more so than he ever did as Doctor Octopus.

"I see the people worships Spider-Man more than they did me, I guess it's better being the hero than the villain." Otto/Spider-Man said in his thoughts.

Otto loves the idea of being a hero everyone loves and respects, he continues swinging through the city until he finally made it to the university where the school bell rang, he swings in close to the alleyway nearby, he quickly changes out of his Spider-Man suit and into Peter Parker's regular clothes, he rushed out of the alleyway and running onto campus ground to reach his class. He finally arrived at one of the required class Peter's attending, to see Gwen sitting down alone with some classmates, the class teacher looks upon Peter Parker entering the class and taking his seat next to Gwen.

"You're late, Mr. Parker."

"My apologies, won't happen again." Otto/Peter said.


The time is 2:41 PM at Empire State University as Otto and Gwen are in Dr. Connors class listening to the man explaining about cells, so far Gwen still hasn't noticed that Peter is in fact Otto Octavius controlling his body, but she has noticed something strange about Peter lately, Otto is listening and learning easily as he's already been through college before and graduated, now he gets to start over as a new man, he continues to listen to Dr. Connors lecture to his entire class.

"Otto..." Peter's voice in his head.

Otto then heard the voices again like before calling his name, making him nervous he looks around to find out who's calling his true name, but so far nothing as he just brushed it off, he got back to listening and learning.

"Otto Octavius..." Peter's voice in his head.

"What?" Otto/Peter suddenly stands himself up upon hearing that voice again.

Otto is standing on his feet and got everyone's attention, including Dr. Connors who stopped lecturing his class, Otto is very nervous by these voices.

"Is there a problem, Mr. Parker?" Dr. Connors asking.

Gwen sees Peter being all quiet. "Peter, are you okay?"

"I... I... need to use the restroom, excuse me!" Otto/Peter is moving away from the row.

Otto got out of the roll and walks away from class as everyone watched but this sudden weird reaction Peter is showing off. Otto left the class and is walking down the hallway towards the nearest restroom, he enters one and uses the sink to water down his hands and splash some on his face to get a hold of himself, Otto is very nervous by what's going on with him, he's hearing voices and not just any voice, it's the voice of Peter Parker calling out his name, he finished watering his face and looks upon the mirror.

"Get a grip Otto, it's nothing to worry about, it's all just in your head." Otto saying to himself.

"Oh really!" Peter reflection speaking back.

Otto got spooked saying "AH!" upon seeing the reflection of Peter Parker talking back to him as he's got scared by what's happening to himself, Otto suddenly calms down and regains control over himself as he went up closer to the mirror to see that Peter's reflection is somehow talking to him, which is impossible.

"Parker?" Otto is confused.

"Well I'm certainly not a figment of your imagination, Otto Octavius." Peter talking through the mirror.

"No, no, this is impossible! You're supposed to be dead!" Otto protested.

"I thought I was dead, the last thing I remember was being strapped down while your machine did something to my mind, suddenly I blackout, I suddenly regained consciousness only to see everything happening through my eyes, listening through my ears, but I can't control myself. I realized that your experiment worked, you're in completely control." Peter explaining everything.

"I had hoped that transferring my consciousness into your brain would erase your own, I was too focused on saving myself I didn't account for the possibility your consciousness would survive the process." Otto said.

Peter giggled and mocks. "Wow, the great Otto Octavius with all his genius has miscalculated once again... shocking."

Otto felt offended and angry but still in control. "Laugh it up Parker, but I'm still in complete control over this entire body, you're just a passenger and I'm the driver behind the wheel, as soon as I figure out a way to get rid of your consciousness, you're out of my life forever. Until then, SHUT UP!"

Otto then heard the school bell rang as class has ended for the day, he takes a deep breath and calms himself down despite the fact that Peter Parker's consciousness still exists and would present a problem for him in the future, coming into the restroom are fellow classmates as Otto pretends to remain as normal as possible, he walks out of the restroom unaware Gwen Stacy is waiting by the door with Peter's backpack he left behind in class as he passes by her.

"Peter..." Gwen getting his attention holding Peter's backpack.

Otto/Peter stopped himself "Ah... hey Gwen, sorry I didn't noticed."

Gwen hands him his backpack back. "Peter, what's going on with you?"

"Meaning?" Otto/Peter is nervous.

"You've been acting weird since yesterday." Gwen said.

"Yeah, cause it's not me Gwendy, you're talking to Doc Ock, the world's dummest supervillain." Peter mocking Otto, making him feel insulted.

"Peter, whatever is happening, talk to me." Gwen wants to help.

"Go ahead Otto, tell her, tell her how you hijacked my body like a parasite." Peter mocks again.

"Quiet." Otto/Peter said.

"Excuse me?" Gwen felt offended.

Otto/Peter snapped. "Oh, sorry I didn't you."

"Then who are you talking to?" Gwen said.

Peter smirked and giggled. "For someone trying to be me, you're doing a very lousy job, Ockkie."

"You're wearing my patience." Otto/Peter is losing his cool.

"And you're wearing mine, Peter Parker!" Gwen said not too happy.

"Sorry Gwen, just got too much in my head." Otto/Peter trying to keep it together.

"Peter, yesterday you've been gone for over an hour, when you came back you weren't yourself. Talk to me, please." Gwen wants to know.

"Gwen... I..." Otto/Peter is thinking of something to say.

"Go ahead, tell her the truth." Peter encouraging Otto.

"Gwen... I think we should break up." Otto/Peter said.

"What? No." Gwen won't accept it.

"Yes Gwen, I'm breaking up with you." Otto/Peter said.

"No you're not." Gwen still won't accept it.

"Gwen, you can't make me stay with you." Otto/Peter said.

"Peter, I know you better than you think and I know you wouldn't just break up for no reason, I can tell there's something going on with you that you don't want to tell me, whatever is going on, I'll always be there for you, cause I love you." Gwen won't give up on Peter.

Dr. Connors came walking the hallway. "Parker, Stacy, I'm heading for the lab, you both coming?"

"Yeah, I'll be there." Gwen said.

"Okay, whenever you're both done talking, I'll be waiting. Excuse me." Dr. Connors walks away from the pair.

"Look, we'll talk about this later, just... think things thought before you go making such an extreme decision, okay Pete?" Gwen said.

Otto/Peter sighs. "Fine..."

Gwen is walking away after having a serious talk with Peter unaware that he's Otto taking over his body, Otto doesn't like this at all, he attempted to break things off with Gwen in order for her to get close enough to figure out his secret, this poses a big problem for him.

Otto/Peter sighs. "Your girl is quite a tenacious one, isn't she?"

"You have no idea, you don't know Gwen Stacy like I do, you're never going to get rid of her that easily." Peter said.

"Still, I can't allow her to get too close or she'll discover my secret, I'll have to take extreme measures to make her back off." Otto/Peter said.

"Don't you dare hurt Gwen!" Peter protested.

"Relax Parker, If I do something too extreme, everyone will know and my secret will still be out, no, I have to tread this situation more delicately and without any suspicions." Otto/Peter said.

"How?" Peter asking.

"I know yet, but I'll think of something." Otto/Peter said.

Otto then proceeds through the hallway and made it out onto campus grounds, Otto has too much to think about, Peter's consciousness still presenting a problem for him and now Gwen Stacy refusing to back away from Peter, everything is getting complicated for Otto as both problems could undo everything he's worked so hard for to survive. He continue walking around campus alone until he spotted someone dwarfish walking alone carrying a box full of stuff that might be too much for her natural strength, she's feeling the strains of the weight taking a toll on her as she lost her grip and drops the box, a lot of stuff fell out of the box as Brad Davis and some guys are laughing upon her clumsiness, this displeases Otto greatly.

"What's a matter, Gimli? Lose your axe?" Brad Davis made a joke and laughed.

"Very funny, Brad, real mature." Anna Maria got on her knee picking up and ignoring Brad's comments.

Anna Maria Marconi is a 21 year undergraduate science major of dwarfish stature with black bob cut hair and brown eyes, she's picking up her stuff ignoring the laugh Brad and the guys are giving off about her appearance, Otto is still looking at the harsh bullying they're giving the young woman, he can't bear to watch her being bullied and letting those guys get away with it, he walks up to the group not looking too happy with them.

"Hey! Show some respect and apologize to her now!" Otto/Peter demanded.

"Say again Parker?" Brad Davis said.

"You heard me or you're just that stupid." Otto/Peter insults Brad.

"What did you just call me?" Brad Davis felt insulted.

"Stupid, or do you have a hearing problem? In which case you're both deaf and stupid." Otto/Peter insults Brad.

The boys all "Ooh!" at the backbone Peter Parker is showing to Brad Davis by insulting him in front of everyone, Anna Maria is amazed how well someone is standing up for her, Brad tighten his fist and tossed it at Otto who then reacted and caught his fist easily, he pull Brad and wrapped his fist behind his back, Brad is flinching in pain as Parker has him trapped.

"Now, apologize to her!" Otto/Peter demanded again.

"Okay, okay, I'm sorry, I'm so sorry, it won't happen again." Brad Davis apologies profoundly.

Otto/Peter lets go of Brad Davis. "Show some respect and learn some manners."

Brad Davis said nothing as he's afraid of Peter Parker and walks as far away as possible and his friends followed, Anna Maria is on her knees with a book as Otto walks over to her and offered her his hand, Anna Maria took it as he pulls her up on her feet.

"You didn't have to hurt him... but thanks." Anna Maria appreciates his kindness.

"I just couldn't let him keep talking about you that way, it's not right." Otto/Peter said.

"I'm used to it, but still appreciate what you did." Anna Maria got back to picking up her stuff.

"Need some help, Ms..." Otto/Peter doesn't know her name.

"Oh, where are my manners? My name's Anna Maria Marconi, and you are?" Anna Maria introducing herself.

"I'm Ot..." Otto stopped upon forget who he's supposed to be. "Peter... Peter Parker."

"Nice to meet you, Peter Parker." Anna Maria said.

Anna Maria got back to finish collecting all her stuff into the box as she attempts to lift it.

"Here, let me help you." Otto/Peter offered his services.

Otto picked up the heavy box and lifts it up easily without a problem as Anna Maria is impressed by his strength.

"Wow, you're pretty strong, must workout a lot, don't you Slick?" Anna Maria said.

"Slick?" Otto/Peter said.

"It's just a nickname I call some people who seemed smart to me, I hope you don't mind." Anna Maria said.

Otto/Peter smiled. "No, of course not, I like it. So where are you heading with this box?"

"I'm just heading to drop this off at my home, my place isn't very far from here, care to help out?" Anna Maria said.

"Lead the way, Ms. Marconi." Otto/Peter holding the box.

Anna Maria walks ahead while Otto is following carrying her box to her place, meanwhile walking around campus heading towards the lab with a drink in her hand is Gwen who then spotted Peter walking away with someone very short, she could tell that it's a woman, she can't help but feel uneasy for some reason, lately she's noticed something is different about Peter she can't quite figure out yet.


Later they arrived at the apartment where Anna Maria lives at, it's nearby the university as Anna Maria is unlocking the door and opens up, inviting Peter Parker inside carrying the box of her stuff, Otto came inside and set the box aside as he gazed upon the apartment Anna Maria owns, it's very tight and neat, even more so than the apartment Parker owned with his girlfriend,.

"Wow, you live here?" Otto/Peter said.

"Yep, this is my place." Anna Maria said.

"How can you afford it? Do you even have a job that pays for this place?" Otto/Peter is curious.

"I do, I also tutor in my spare time, helping younger students on their studies." Anna Maria said.

"Really? On what field?" Otto/Peter said.

"Chemistry and Physics, I'm a science major." Anna Maria said.

"How much?" Otto/Peter said.

"60 dollars an hour, I do my job very well." Anna Maria said.

"Wow, that's impressive. So you live here all by yourself?" Otto/Peter said.

"Sadly yes, I tried to get a roommate to help cover the rent, but nobody is looking to pair up with me, I still put out my ad hoping to earn some extra cash, so far no luck, but it's fine, I'm used to being alone." Anna Maria said.

"You know... I'm actually thinking about looking for a place to stay, if your offer still stands, I could become your new roommate." Otto/Peter said.

"You're sure?" Anna Maria said.

"Yeah, and if you're a great tutor as you say, I might take you up on tutoring me." Otto/Peter said.

"Yeah, sure, if you can afford it?" Anna Maria said.

"Not a problem, my scholarship money should cover it." Otto/Peter said.

"Well then, I'll be glad to accept your offer, you can get your stuff and move in whenever you're ready." Anna Maria accepted Peter's offer.

"Thank you." Otto/Peter said.

Anna Maria picked out a few items from her box and puts him away in certain places, mostly books. Otto looks around the place and gazed upon the bookshelf in the living room, she's got quite a collection of books on science, one of them looked very familiar to him as he took one out of the shelf and holds it in his hand, its a book Otto Octavius himself wrote and published on fusion energy, Anna Maria came by to see Otto looking upon one of her books.

"See something of interest?" Anna Maria said.

"Yeah, this book on fusion energy, it's intrigues me." Otto/Peter holding up the book.

"Written by the late Dr. Otto Octavius himself, it's one of my favorite subjects, his work on fusion energy is very impressive." Anna Maria said.

"It would've been great, until something when wrong." Otto/Peter remembers that incident.

"I heard about what happened, Dr. Octavius was close to perfecting it until he was caught in an accident, he almost died and his tech became a part of him, he pretty much lost his way after that. He could've done something greater with science, but instead he abused it for the wrong reasons. Maybe if he didn't do all those bad things, people wouldn't have hated him for it." Anna Maria said.

Otto remained quiet upon hearing this hard truth. "Yeah, you're right, he could've helped a lot of people the right way."

"Yeah, but I still think his work is still impressive, that's the thing I love about science, it can help a lot of people." Anna Maria said.

Otto/Peter smiled as he said his personal quote. "Intelligence is not a privilege, it's a gift, and you use it for the good of mankind."

"I like it, that's pretty much what I do everyday through science." Anna Maria likes the quote.

Otto is intrigue by Anna Maria, she's got a deep love in science just like him.

Anna Maria being shy "Ah... I'm going to head on to this diner for a bite, you wanna come? My treat!"

"Oh, that's not necessary." Otto/Peter being polite.

"Please, it's the least I can do for all the help you've given me, please don't say no." Anna Maria insists.

Otto/Peter smiled. "Okay..."

"Great, let's go Slick." Anna Maria smile.

Otto and Anna Maria are heading out of the apartment to grab a bite together, Otto is walking beside Anna Maria thinking about everything she said about him, even thought the world thinks he's dead, the only legacy he's left behind is all the bad things he's done as Doctor Octopus, thinking that his life was pointless, this affected him deeply feeling some level of regret, he wonders now that he's got another chance at life, can he make things right this time.


Later back at Empire State University, Gwen Stacy is doing her work as one of Connor's lab assistants, but lately she's been a bit distracted by everything going on with her boyfriend Peter, he's been acting strange since yesterday, today he wanted to break up with her for no reason, and now there's this new woman in Peter's life, she can't help but wonder what's going on in his life, Dr. Connors noticed Peter being absent and Gwen being distracted from her work.

"Ms. Stacy." Dr. Connors calling out, getting Gwen's attention as she stopped her work. "Is everything alright?"

"Yeah, why wouldn't I be?" Gwen said.

"You seem... distracted, and Parker is being absent from work which is not that strange, but this seems to affect you in someway." Dr. Connors said.

"No, of course not, as for Peter, he's helping someone out lately." Gwen said.

"Someone? Who?" Dr. Connors said.

"I don't know, I never seen her before." Gwen said.

"Can you describe her?" Dr. Connors said.

"Ah... she's a young woman with black hair and... she's about very short." Gwen describing this woman.

"Oh, you must be talking about Anna Maria Marconi." Dr. Connors figured it out.

"You know her?" Gwen said.

"Of course, she's one of my best students, very brilliant, she's currently in her fourth year, very close to getting a doctorate, she does tutoring in her spare time and with great results. Though she's had a hard time fitting in, some mock her for her appearance, but she has a strong character and remains dedicated to her passion in science." Dr. Connors telling about Anna Maria.

"I see." Gwen said.

Dr. Connors sees Gwen still doesn't have her head in her work. "Tell you what, why don't you go and check on Peter."

"I appreciate it Dr. Connors, but I'm fine." Gwen assured.

"Gwen, you're distracted, even I could tell something is going on and I believe this has something to do with Peter. Look, I'm not sure what's happening right now, but I think it's best if you go and help him through whatever is troubling him. I'm not telling you this as your boss, but as a friend." Dr. Connors said.

Gwen smiled warmly. "Thank you, I think I will."

"I'll see you on Monday." Dr. Connor waved goodbye.

Gwen is leaving the lab for the day and taking up Dr. Connors advice on helping Peter through whatever is going on, she can only hope that she's able to help him.


Around 4:34 PM at a diner nearby the university, Otto and Anna Maria are having lunch together as Otto is chowing down on the cheeseburger and fries as Anna Maria could noticed the appetite he's developed all of a sudden, Otto isn't used to having junk food until he inhabits Peter's body and developed a craving for anything that suits Peter's taste, Otto kept on chowing down on his burger until he noticed Anna Maria looking at him oddly.

"What?" Otto/Peter said.

"Nothing, I've just never seen anyone eat a burger like you're doing right now, it almost seems like you've never had a burger in your life." Anna Maria said.

"Yeah, you could say that." Otto/Peter agrees.

"By the way, thanks for what you did earlier today Slick, standing up to those jerks." Anna Maria said.

"It's not right how they treated you, I detest bullies." Otto/Peter said.

"So do I, I pretty much had to deal with it everyday of my life. I had a hard time fitting in when I was young, all because of how I was born, I got bullied a lot, my parents wanted to send me to a school for people just like me, but I won't let them. Despite having a hard life, I can still stand strong and do great things despite my appearance, I maybe short in body, but very large in mind." Anna Maria tells Otto about herself.

Otto/Peter smile. "I admire you a lot Anna Maria, you're quite an interesting woman, intelligent and brave."

Anna Maria blushed. "Thanks Slick... it's nice to talk with someone who doesn't see me differently, when I'm around you I feel like I can be myself."

"And you should, be proud of who you are." Otto/Peter said.

Coming into the diner is Gwen Stacy as she needed a break from working and thinking about Peter, she unexpectedly spotted Peter here with Anna Maria at a table, Otto spotted Gwen Stacy slowly coming as this could present a problem for him, Otto then looked upon Anna Maria and thought of something he would expect to do, he leaned in closer and surprised Anna Maria with a kiss to the lips, Anna Maria's eyes widen upon being kissed by Peter Parker all of a sudden, Gwen stopped walking upon seeing Peter kissing another woman in front of her, Peter who is can see everything happening through his own eyes is frightened by the sight of Gwen putting her hand on her mouth and tearing up in heartbreak.

"No... Gwen, it's not me? Please don't look!" Peter's voice pleaded.

Gwen is tearing up feeling heartbroken as she turns around and walks away, leaving the diner, Peter had to see it happening through his own eyes and he was powerless to stop it, Gwen is run through the sidewalk ignoring everyone, she can't think about anything other than the heartbreak of seeing her boyfriend being unfaithful to her by kissing another woman in front of her without any hesitation, she made it to an alley and crying out feeling devastated by what she witnessed with her own eyes.. Otto was successfully in driving Gwen away in the most painful way, Otto stopped kissing Anna Maria as they backed away to give each some space to breath and process everything.

"Why... why did you..." Anna Maria blushing.

"I... just got caught up in the moment, I'm very sorry if I went a bit forward." Otto/Peter being nervous while blushing.

"No it's fine Slick, you just... surprised me." Anna Maria still blushing.

Anna Maria looks upon Peter who just kissed her all of a sudden, she's feeling confused by this unexpected turn of events til she saws tears forming up in his eyes.

"Are you okay?" Anna Maria asking.

"Yeah, why?" Otto/Peter said.

"Your eyes, they look like they're crying." Anna Maria said.

Otto has his fingers below the eye lids and rubbed some tears on it. "Oh... yeah, I got this allergy, it must be something in the air... excuse me."

Otto is getting himself up and walking towards the restroom still in tears as Anna Maria is left alone to think about what Peter just did, she was just kissed by him and she's didn't seem to hate it, quite the opposite, she liked it. Otto entered the restroom as he's all alone and looked upon the mirror to see himself unable to stop crying, but at the same time he's feeling something different he can't quite describe, whatever it is it's painful on an emotional level and it's coming from the heart, Peter's heart.

"What's happening to me?" Otto is troubled by all this feeling..

"What do you think, Otto?!" Peter's reflection is talking back. "Why'd you do it?! Why in front of her?!"

"I did what had to be done, Parker!" Otto justify himself.

"YOU BROKE HER HEART! BROKE MY HEART! I won't forgive you for this!" Peter is feeling angry.

"I don't want you forgiveness Parker, I don't need it, I did what was necessary!" Otto justify his actions.

"Necessary for who? You? You stole my body! You stole my life! You took everything from me!" Peter is still angry and hurt.

Otto is still crying uncontrollably. "Stop it!"

"Too bad Otto, if I have to feel this way, so do you." Peter said.

Otto can't stop himself from crying as Peter have some control over his emotional responses his body is giving off, everything Otto is feeling is Peter's heart being broken into pieces over losing Gwen, all these emotions are too much as Otto is being affected by them, all Otto felt in his life as a villain is bitterness and rage, the emotion of sadness is sinking in as he never imagined that he would ever feel such emotions, he can't do anything but keep on crying in sadness.


Time is 5:13 PM at the Spider-Cave, Ganke Lee is at the supercomputer conducting a search for Massacre who is still out there waiting to strike, Miles and Anya are here in their suits waiting for a lead to follow as they've noticed Spider-Man's advanced suit ditched here for some reason, they're curious to why Peter ditched his favorite suit.

Miles holding up the advanced suit. "Huh, it's not like Peter to leave his favorite suit lying around."

"What do you think is going on with him?" Anya asking.

"Not sure, even Gwen said that he's been acting weird since yesterday." Miles said.

"Where is Gwen anyway? I thought she be here." Anya said.

"Don't know, I've tried calling her a couple times but just went straight to voicemail, I'm getting worried." Miles said.

Anya sighs. "A lot of strange things are happening to our friends, hope everything is okay."

"So do I Anya." Miles said.

Ganke at the supercomputer. "I got something."

"What'd you got?" Miles said.

"Ballistics on the gun Massacre was carrying in the cathedral, same gun was used in a murder a week ago in Boston." Ganke Lee said.

"Boston, so New York wasn't this guy's latest hit." Miles said.

"No, the victim was a military contractor for an PMC." Ganke Lee said.

"Military? Any chance he was former Delta?" Miles said.

"Yeah, as a matter in fact he was." Ganke Lee said.

"The guy yesterday who married Massacre's ex was also former Delta, that can't be a coincidence." Miles said.

"What are you thinking?" Anya said.

"He must be hunting down the unit responsible for his capture, in his mind he still thinks they're traitors. Ganke, any chance any of them are local in New York?" Miles said.

"Checking..." Ganke Lee typing the keyboard and got a result. "Yeah, several of them are still Delta, they've just returned home from a tour of duty along with another regiment, they're arriving in New York by bus, returning home to their families, the reunion's happening at Central Park 15 minutes from now."

"Oh no, that's gotta be like a lot of people, friends and families waiting." Anya said.

"This guy was willing to shoot a wedding full of people just to kill one guy, he'll massacre a whole park to kill three more. We gotta stop him, Anya, do you think you can call Gwen and inform her?" Miles said.

"I'm on it." Anya said.

"Meanwhile I'll call Pete and give him the heads up on the situation." Miles said.

Miles and Anya each pulled out their phones and called their teammates to inform them on Massacre's next target.

(Lower East Side)

Meanwhile back at the apartment, Gwen Stacy is sitting on the bed hugging her legs close to her chest as she still feeling sad from the heartbreak Peter gave her, her phone is ringing next to her, Anya is calling but she just ignores it as she's not in the right mind to do anything or talk to anybody, she just canceled the call and got back to mopping.

(Spider-Cave)

"I can't get a hold of Gwen, she just cancelled my call, now I'm really getting worried." Anya has no luck reaching Gwen.

"We'll worry about it later, I'm gonna call Pete." Miles calling and waiting.


At the same time on a rooftop above Midtown East, Otto Octavius now dressed up as the new Spider-Man is thinking about everything that has happened to him recently since he became Peter Parker, ever since he managed to push Gwen Stacy away, he's been feeling everything Peter's feeling right now, he felt the heart break Peter is suffering from, it's affecting Otto and making him felt some level of guilt.

"Look Parker, I know that you're angry." Otto/Spider-Man said.

"I am angry, cause of you I lost Gwen forever." Peter said.

"I couldn't risk her getting too close to figuring out the truth, it was the only way to keep her away." Otto/Spider-Man said.

"By breaking Gwen's heart, she must feel devastated thinking I've cheated on her, that's a low blow, even for you Otto." Peter said.

Otto/Spider-Man sighs. "If it makes you feel any better, even I don't feel good about it either, could be the side effect of being in your body, I can still feel everything you're feeling right now."

"Do you even have real feelings, Otto?" Peter said.

"Honestly Parker, I never felt anything like this in a long time, not since I've became... Doctor Octopus. For years I felt nothing but bitterness and hatred for all the blows life dealt me." Otto/Spider-Man said.

"And now? What are you feeling?" Peter asking.

"Guilt and Remorse, I didn't think I could ever feel this way again." Otto/Spider-Man said.

Otto is think about how much he has changed since becoming Peter Parker, he just wasn't the same man he was before, he was different somehow. All of a sudden, the phone a ringing, Otto pulls it out to see that it's Miles Morales calling him.

Otto/Spider-Man answered the call. "Hello?"

"Pete, glad I've reached you, I couldn't get a hold of Gwen, is she with you?" Miles asking.

"Ah... no, she's not, and I don't think she'll be coming." Otto/Spider-Man said.

"Why? What happened?" Miles asking again.

"It's not important, what do you need?" Otto/Spider-Man said.

"It's about Massacre, we got a possible lead, we think he's going after the unit responsible for his capture, there's a reunion happening at Central Park for Army soldiers returning home, chances are Massacre is going to show up and many people are gonna get killed, the reunion is happening in a few minutes." Miles said.

"I'm at Midtown East, I'm pretty close, I can get there faster." Otto/Spider-Man said.

"Okay, Anya and I are on our way, take care." Miles said.

"Will do." Otto/Spider-Man hangs up.

Otto is getting up on his feet to head for Central Park to stop Massacre from killing people, but another occurred nearby the neighborhood as smoke is forming from a distance and sirens are heading that way.

"Looks like there trouble nearby, someone could be in serious trouble." Peter said

"Not our problem Parker, we got our own mission to deal with than saving some stranger." Otto/Spider-Man said.

"You can't mean that! You can't ignore that someone is in danger!" Peter said.

"Hey, I'm trying to focus on what's important!" Otto/Spider-Man said.

"No, what's important is not stand by and let someone suffer and die because you chose to do nothing! If you don't get that, then you don't get the first thing about being Spider-Man!" Peter said.

"You're the one who doesn't get it Parker, I'm thinking about the big picture which is stopping a mass murderer from killing people, cause I am the Superior Spider-Man!" Otto proclaimed himself as the Superior Spider-Man.

"Then prove it!" Peter daring Otto.

Otto ignored Peter's words as he's focused on stopping Massacre no matter the cost as he walking in the right direction until he stops him upon looking back at the smoke where a place is on fire and someone could be in real danger.

Superior Spider-Man sighs. "I better not regret this, Parker."

Spider-Man then turns around and heads the opposite way to help those caught in a burning building before heading towards Central Park. The FDNY are already at the scene pulling some residents out of the burning building including a distraught mother who is missing a child, she realized he's still inside but the fireman can't let her back inside as the building's roof is about to collapse very soon.

"Wait, my baby is in there!"

"Ma'am, I can't let you back in, the roof is about to collapse!"

"MY BABY!"

"Look, up there!"

One of the civilians is pointing up in the sky at the hero Spider-Man swinging through the neighborhood.

"SAVE MY BABY, PLEASE!"

The mother pleaded out loud for the hero to save her child in the fire, Spider-Man swings in and jumps into to burning building to search for any survivors, everyone back outside are being prayerful that Spidey would find the kid in time before the building collapses, the mother is scared and hopes that her child is alright and that Spidey saves him. The building's windows all blew up as the flames bursted out, everyone all took cover as the mother feared the worst has happened, but coming out of the window is Spider-Man with a baby in his arms as they've escaped in time, he lowered himself down to the ground with the baby still alive and unharmed, the mother rushed to his side.

"It's alright, your baby is safe." Superior Spider-Man hands the baby to his mother.

The mother got to hold her baby in her arms to see that he's alright and well thanks to the heroics of Spider-Man.

"God bless you Spider-Man, god bless you!"

The mother is relieved she's with her baby again, Otto is stunned and speechless upon seeing that he just saved an innocent life and he didn't even feel bad about it, if anything he felt proud he did some real good, he never felt this way before.

"Ah Otto, I don't mean to brag, but don't you have a gunman to stop?" Peter reminded.

Superior Spider-Man snapped out his moment. "Oh, right... gotta go!"

Spider-Man swings away from the scene as everyone here is grateful he saved a baby from certain death, the mother in particular is very grateful to have her baby in her arms again thanks to the hero.


Later around Central Park, a group of friends and families are here waiting to be reunited with their loved ones coming home from their tour of duty, unaware that Massacre is hiding nearby a tree waiting for the right opportunity to fulfill his mission, he's armed and dangerous. Spider-Man is swinging around outside the park trying to stop the bad guy but instead only found a bus coming in. Coming driving by the road is a bus full of Army soldiers dressed in fatigues as they're happy to see their loved ones after so long, the soldiers all waved happily until the bus finally came to a complete stop, every soldier is coming out and happily reunited with their loved ones, hugging them with joy, Spider-Man swings nearby the scene to see soldiers with their loved ones, but no sign of Massacre.

Superior Spider-Man sighs. "Where the devil is he? I thought he'd be here by now?"

Spider-Man is still searching until he noticed a flash of light coming from the trees nearby, he saw it again and sees a person hiding, he realizes it's Massacre aiming at the soldiers, particularly several Deltas. Spider-Man rushed to them as fast as he can as Massacre pulled the trigger, fired off a first shot as Spider-Man summoned a new red web shield to block the bullet fire, everyone panicked as they got down while the soldiers offered themselves as shields to protect their loved ones, Spider-Man is holding up the web shield and looks back at everyone

"Get out of here now!" Superior Spider-Man yells.

Everyone got up on their feet and ran behind the other side of the bus for cover as Massacre kept on firing bullets, Spider-Man is still standing strong taking in all the gunfire his shield can withstand until Massacre ran out of ammo, everyone is now out of range and safe. Massacre decides to deal with Spider-Man first, he then switches to his grenade launcher attachment and fired off a round, the grenade round came upon contact with the web shield and shattered it, the force of the explosion knocked Spider-Man off his feet as he crashed his back into the bus.

Massacre unloads an empty clip and replace it with a fully loaded one, he emptied the grenade launcher and dropped the shell, replacing with a new grenade round, after he's find reloading he aims his rifle and walks closer to check if the enemy is down for the count, he checks the wreck opening Spider-Man created upon impact but no sign of the body, jumping up from the top of the bus is Spider-Man spinning in the air as Massacre is shooting up, but the hero managed to dodge all the bullets easily, he landed down behind as Massacre attempts to aim, but Spider-Man executes a martelo de negativa kick and knocked the rifle out of Massacre's hands, disarming him. Massacre quickly pulls out his sidearm and tries to shoot the hero, but Spider-Man caught his wrist and twisted it with all his strength, making Massacre flinch in pain, Spidey push kick the bad guy against the bus as the impact broke his back, immobilizing him.

Superior Spider-Man is cutting loose on his restraints and attacked his enemy with too much strength, he sees his enemy is down for the count as he walks up closer, Massacre is having tears in his eyes upon all the pain he's been feeling due to all the injuries he's suffering as a result, for the first time in a long time he's can feel again.

"I can feel again... it... it feels so great!" Massacre is tearing with joy of feeling.

"Good, cause it's the last thing you're ever going to feel ever." Superior Spider-Man said.

Superior Spider-Man then unleashed red spider legs from his suit, the tips of each leg are razor sharp as Otto has them aimed at the paralyzed villain as Peter realizes what Otto is about to do.

"Otto, no, you can't do this!" Peter protested.

"Wrong again, he's a mass murderer and he deserves to be punished." Superior Spider-Man said.

"Then let the authorities take him into custody, let him live with what he's done and he will spend the rest of his days paying for his crimes, that's justice." Peter said.

"Where's the justice in that? He almost killed a lot of people, I can't let him get away with this, I have to do this." Superior Spider-Man said.

"No Otto, we can't allow ourselves to become like them, don't make the same mistake you did before when you were Doctor Octopus, Spider-Man would never do this." Peter protested.

"You mean the Spider-Man you were, that's not who I am now, I'm the Superior Spider-Man and I have the power to put an end to this madness for good." Superior Spider-Man said.

"Otto, this isn't who you are, I know it, when you were another to head on here, you could've just left people to die in the fire, but you didn't, you chose to save that baby's life, I believe there must be something good in you that drove you to do what's right. Please... don't go back to that same man you were before, be better." Peter pleading with Otto.

Superior Spider-Man still his his legs ready to end Massacre's life, Otto is feeling conflicted by his old nature and his new one as he's about to make a choice on who he wants to be, Otto then strikes down until he stopped himself from taking Massacre's life upon realizing there's no point, Massacre is already broken and defeated, something inside of him is telling him to do what's right, by sparing a villain? He couldn't bring himself to being that same villain he was before, he has changed.

"Fine... you win." Superior Spider-Man said.

Spider-Man then webbed up Massacre for good measure, but the villain is paralyzed upon having his back broken, Kid Arachnid and Spider-Girl finally arrived in time to see Massacre is neutralized and everyone is safe.

(Later)

The NYPD are at the scene where a lot of soldiers are relieved none of them including their loved ones were injured, Spider-Man saved their lives, a pair of paramedics are lifting Massacre gently onto the stretcher and taking him away as Yuri Watanabe looks upon the man and he looks like he took quite a beating from the hero that didn't seem like Spidey's style. Kid Arachnid and Spider-Girl watched as he's being wheeled out to the ambulance and the condition he's in.

"Oh my..." Spider-Girl is stunned.

"Dang... he went a little overboard." Kid Arachnid is also stunned.

"Listen Spider-Man, we appreciate what you've done today, stopping a gunman from taking lives, but this... this is too much even for you." Yuri Watanabe said.

"I apologize Captain, things kinda got out of hand for me." Superior Spider-Man said.

"Well, I'm just glad that nobody got killed, you stopped him but he's gonna be confined to a bed for life after what you did, just next time show some restraint." Yuri Watanabe said.

"Sure... I'll keep that in mind Captain." Superior Spider-Man said.

Yuri Watanabe walks away after finishing her conversation with Spider-Man, both Kid Arachnid and Spider-Girl are concerned about the recent behavior Spidey is showing off, fighting bad guys without restraining him and causing serious injuries that could be fatal, this doesn't seem like the kind of thing Spider-Man would ever do.

"Hey, everything alright with you?" Kid Arachnid asking.

"I'm perfectly fine." Superior Spider-Man said.

Superior Spider-Man then leaves the park after his mission is complete, leaving Spider-Girl and Kid Arachnid alone thinking about how odd Spider-Man's been acting lately, like he's a different person, which is true.


Time is 7:37 PM at the apartment nearby the university, Anna Maria is reading a book and studying alone but it's been very difficult to keep her mind on her studies due to the unexpected affection Peter showed by kissing her earlier today, she can't stop thinking about him and that kiss, all of a sudden the door is opening as she spotted Peter Parker coming into the apartment with shopping bags.

"You're back, Slick. I was kinda worried, you ditched me back at the diner." Anna Maria said.

"I apologize for that, I just needed to be alone to deal with my allergies... I went out shopping for some new clothes, been wanting to ditch the leather jacket for sometime." Otto/Peter said.

"Too bad, you look good in leather, Slick." Anna Maria said.

"Thank you... I'm... guessing we shouldn't talk about what happened between us today." Otto/Peter being shy.

"Honestly Slick... I'm very confused." Anna Maria said.

"So am I, don't know what came over me, but it doesn't mean it was all bad... was it?" Otto/Peter says with curiosity.

"No, it wasn't all bad, but... I'm just not ready to have a serious relationship with anyone, at least with someone who's three years younger than me." Anna Maria said.

"I understand." Otto/Peter said.

"But for now, let's just remain friends. So... friends?" Anna Maria extends her hand in friendship.

Otto/Peter smiled warmly and took her hand. "Friends."

"Well, let me be the first to say, welcome to your new home Slick." Anna Maria welcomed Otto/Peter.

"Thank you." Otto/Peter felt grateful.

"I'm going to head on to my bedroom to study in peace, you can have the living room to yourself for now. Excuse me." Anna Maria then excuses herself.

Anna Maria is heading on to her bedroom and taking her book with her to continue her study in peace as Otto is all alone in the living room, he can't help but feel a connection to Anna Maria in a way he never imagined, he has no idea what this feeling is, but it's wonderful. Anna Maria closed the door behind her and touched her lips thinking about that kiss she shared with Peter, she smiled as she never felt this way before in her life, she didn't think that someone would ever show interest in her, but for now she keep this thought to herself and only accepts Peter as a friend.


Later around 9:01 PM in Lower East Side, Mary Jane just returned home from work as she sees the place is completely dark, she turns on the switch and lights turned on as Ms. Lion is at Gwen's door scratching and whining, the dog turns and came up to Mary Jane as she got down and petted her dog looking all worried for some reason.

"What's wrong, boy?" Mary Jane asking.

Mary Jane then can hear crying coming from Gwen's room as she walks up and opens it slowly to find her best friend on the bed crying in sadness, Gwen hasn't stopped crying since she witnessed something before her eyes, Mary Jane walked up all concerned for her best friend crying.

"Gwen... what's the matter?" Mary Jane asking with concern.

Gwen is still crying. "Peter... he..."

"What? What did Peter do?" Mary Jane asking.

"He... kissed someone, another woman." Gwen confessed.

"What... no, Peter would never do such a thing, not to you." Mary Jane refused to believe it.

"He did, he kissed her right in front of my eyes... he's been looking for a reason to break up, it worked, it's over." Gwen said with tears.

"Oh my god, I'm so sorry Gwen." Mary Jane felt bad for Gwen.

Mary Jane then pulled Gwen and hugged her, Gwen kept on crying in sadness as her best friend comforts her during this hard time, she's heartbroken over Peter choosing another woman over her, it's too painful for Gwen, Mary Jane kept on hugging her feeling sorry for Gwen.


Time is 10:23 PM on a rooftop somewhere in New York City as Otto is all dressed up in his Superior Spider-Man suit thinking about everything that has happened to him recently since he took over Peter's body, lately he felt different than ever before, he rescued an innocent life and spared the life of a criminal, he just wasn't the same man he was before, now he's a changed man. But he can still feel Peter's thoughts in his head and they're about Gwen Stacy, thoughts of sadness and heartbreak.

"Are you still thinking about her, Parker?" Otto asking.

"Every time, I can't imagine how she must feel right now, thinking I cheated on her." Peter said.

"You really love her, don't you?" Otto said.

"I do, more than you could ever imagine, now I've lost her for good." Peter felt sad in his voice.

Otto sighs. "Normally I wouldn't care about you, but... lately I've been feeling... different than ever before."

"I've noticed... and even thought I don't like what you've done to me, taking away my life... I just wanted to say thank you for all the good things you've did today." Peter is grateful for Otto's action.

"I have to admit, I had some reservations about trying to save a few lives over many, but I didn't regret what I did today, selflessly saving that baby from that fire and bring him back to his mother without any reward, it was a great feeling. Doing what you do everyday, it's not such a bad thing. How do you do it, Parker? What keeps you going?" Otto asking with curiosity.

"My uncle once taught me a very important lesson, with great power comes great responsibility. I once made a mistake in not taking those words seriously and it cost me my uncle's life, I put on that mask everyday trying to honor him and everything he stood for." Peter explained about responsibility.

"I made mistakes too Parker, I wasn't always this violent man you saw me as, I was a good man once, I wanted to help everyone through science, it was my passion and I loved using that gift for good, until I lost my way." Otto said.

"Maybe not Otto, from what I can see, there is still goodness in you, you just show it today doing the right thing, maybe that man you were is still there, you have a second chance now, you can still do good in the world." Peter said.

Otto smiled. "I can't believe I'm about to say this... thank you, Parker."

Otto felt better after having a chat with Peter about doing good, he then hears police sirens in the distance as trouble is nearby.

Otto sighs. "Well, guess I better get to it."

"Just try not to overdo it this time, Otto." Peter said.

Otto smiled as he puts on his mask. "No promises Parker."

Otto became the Superior Spider-Man as he jumps off the rooftop and swings throughout the neighborhood, heading into danger and protecting the innocent than he ever did before, being the new protector of New York City.

"My name is Otto Octavius, the man who called himself Doctor Octopus is now dead, he's been dead to the world, now... I'm a changed man, with great power comes great superiority. This is my life now, it's my destiny. Who am I? I'm the Superior Spider-Man." Superior Spider-Man narrates his story.

Note: Please write comments or reviews about this chapter and tell what you like about it, thank you and enjoy reading the story.