Volume IV: The Superior Spider-Man Part II

This will be the tenth chapter of Volume IV and the second part of a three part story, Otto Octavius has successfully took over the body of Peter Parker and became the Superior Spider-Man, he continues being a hero for a couple weeks, he felt like a changed man but his old nature as Doctor Octopus still exist within his soul as he struggles to become a good man, but he's motivated thanks to his friendship with Anna Maria Marconi, whom he slowly developed genuine feelings for, he becomes more concerned as Anna Maria applied for an internship at Oscorp. Meanwhile his old associate Adrian Toomes AKA Vulture returns back to New York after months of hiding and plans to carry out his revenge against Norman Osborn for destroying his life and breaking apart his family, this will dive into the mysteries of Adrian's descent into villainy and the crimes Norman carried out against any who stand in his way. Miles continues to go out with Tiana as they've grown more closer than they've ever had, Tiana slowly confides in Miles about her life and family but she's still has a long way to go. Gwen Stacy is still dealing with the heartbreak as she's still hurt seeing the love of her life going out with another, she tries to find solace in a fellow classmate Darius LeClerc who's taken an interest in Gwen as the two bond in ways they could ever imagine, but she still struggles with the thought of Peter Parker still in her heart. Peter is still trapped within his own body unable to regain control, but he'll soon have an opportunity to try to reach out to his friends and family Otto pushed away, hopefully they'll find out the truth before it's too late.

It's November 24th nighttime in New York City at the abandoned clock tower, the place is a hideout for Adrian Toomes, the villain called Vulture, he managed to escape capture after the Ends of the Earth incident on A.I.M. Island, he remained in hiding for months still hellbent on carrying out his own mission for revenge against Norman Osborn for all the things he did to him, he's still tinkering with his flight tech, modifying it with new upgrades he'll need, next to the workbench is a photo of Adrian Toomes from 18 years ago, he's with his family, his late wife Cheryl along with their grown up daughter Valeria and son Frankie, they were very happy at one time, Adrian finished thinking as he looks upon the photo of his family which touched his heart dearly.

"I've missed you all so much, I would've given anything to see you all again, we were a great family until it took one man to destroy everything we've built, I swear that I would let Norman Osborn get away with everything he's done to us, whatever happens from now on, please don't think less of me. This is for our family and for every family he's destroy, Norman Osborn will face justice one way or another." Adrian Toomes said.

Adrian puts on his newly upgraded wings on his back as he's test them out, he stretched them to see they're working perfect as he expected, he hopes to use them very soon in his revenge against Norman Osborn for destroying his life and his family, on the table next to his family photo is another picture of his son Frankie with his wife holding a baby girl in her arms, this girl is Vulture's granddaughter.


Time is 11:45 PM in Lower East Side at the apartment as Gwen Stacy is sleeping all alone in her bedroom now that Peter doesn't live her anymore since he moved in with Anna Maria Marconi, Gwen is twisting and turning in her sleep having a nightmare about Peter dressed as Spider-Man being taken away from Gwen in her Ghost-Spider suit, she chases after him, Peter is pleading for her help, he got snatched away by a metal claw and tentacle, the man taking Peter away is none other than Doctor Octopus as Gwen is desperately trying to catch up to Peter being pulled further away.

"PETER!" Gwen trying to reach Peter.

"GWEN!" Peter calling out while being pulled away by Doctor Octopus.

"At long last Peter Parker, you're mine now." Doctor Octopus smiled sinisterly.

"NO! PETER!" Gwen failed to save her love.

Gwen suddenly wakes up from her nightmare, she's shaken and sweating upon seeing something terrible has happened to Peter in her dreams, Doctor Octopus took Peter away from him as she failed to save him, she then calms herself down upon seeing that it's nighttime and she's in her bedroom, she looks upon a photo of herself with the love of her live, Peter Parker, she can't figure out why she's having these dreams about him, like they're trying to tell her something, she felt nothing but great heartbreak after what Peter put her through but for some reason she can't shake this feeling that Peter is in real danger, but from what exactly?


The next day it's November 25th morning time at the apartment of Anna Maria Marconi, Otto Octavius who is still in control of the body of Peter Parker is still asleep in the bedroom he rented weeks ago, the alarm clock's hand reached 6:45 AM as the alarm went off and Otto hits the snooze button to make it stop, he wakes up and stretched out his arms while yawning, he gets off the bed and stands on his own two feet wearing nothing but sweatpants, he walks over to the closet to pick out some clothes for him to wear, all of a sudden the bedroom door opens up as Anna Maria sees him fully awake but shirtless, Otto turns around to see his roommate staring at him all shirtless, Anna Maria looked away as she seen enough of Peter's perfect physique, enough to make her blush.

"Anyone teach you to knock?" Otto/Peter smiled.

"Sorry Slick, I just wanted to make sure you were up. You had a tendency to oversleep in the past weeks. Would you like some breakfast?" Anna Maria blushed, feeling embarrassed.

"Sounds great, just let me get ready and I'll be there in a second." Otto/Peter said.

"Sure, take your time." Anna Maria slowly closes the door.

Otto is now alone as he picked out a white tank top to put on, then a black turtleneck shirt over it, and finally he puts on beige pants, he completely ditched the black leather jacket and blue jean Peter usually wears as he wants to wear something that fits him more. Sometime later after he's done dressing himself and brushing his teeth, he came out of his bedroom to find Anna Maria still in her pajamas at the table having breakfast she herself cook, she made Eggs Benedict, one for herself and another for Otto as he sits down and grabs a fork, he took a piece and eats it.

"Mmm, this is quite delicious. You truly are gifted in a lot of ways, Anna Maria." Otto/Peter likes her cooking.

"Thanks Slick, I'm what you call a science chef." Anna Maria said.

"Indeed you are." Otto/Peter said.

"So why are you staying up all night if you don't mind me asking?" Anna Maria is curious.

"Oh... I... follow Spider-Man around taking photos for money." Otto/Peter making an excuse.

"Oh yeah, I heard about you working freelance as a photographer, how does that work exactly?" Anna Maria said.

"He pretty much calls me on occasion and gives me a heads up on the action, you could say that I'm pretty much his personal photographer needing to look good to the people." Otto/Peter said.

"I've noticed the sudden changes he's underwent these past weeks, his costume for one thing seems a bit dark compare to his old style, not to mention his methods in fighting crime, none of them are anything like the old Spidey." Anna Maria said.

"Doesn't mean it's all bad, Spider-Man keeps on risking his life everyday trying to make the world safe." Otto/Peter said.

"Still, I do miss the old Spider-Man, at least he was more righteous back then." Anna Maria said.

"You hear that Otto? Someone misses me!" Peter teases in the head.'

"Anyway, we should finish up and head on to school, it's a big day for me." Anna Maria said.

"Really? How come?" Otto/Peter said.

"I got a big interview later on for an internship at one of the major hi tech companies in the city." Anna Maria said.

"Which company?" Otto/Peter drinks his coffee from the mug.

"Oscorp." Anna Maria said.

Otto/Peter felt like he's about to spit out his coffee but didn't upon hearing this news. "Oscorp? As in Norman Osborn?"

"Why do you sound so shocked?" Anna Maria said.

"Anna, are you sure you even want to intern there? There are other companies that are better opinions than Oscorp." Otto/Peter said.

"Peter, why are you against Oscorp? Isn't one of your best friends the son of the C.E.O.?" Anna Maria said.

"Yeah, but the company and its president has a... complicated history." Otto/Peter trying to warn Anna Maria.

"I heard about what happened, the company came close to being blown up because of a malfunction in Otto's fusion reactor prototype, even Otto was a victim of that malfunction." Anna Maria is aware of that unfortunate incident.

"I know... that's why I'm telling you not to apply for Oscorp, cause I care about you Anna." Otto/Peter is concerned.

Anna Maria placed her hand on Otto/Peter's cheek. "It's very sweet of you Slick, but I'm a big girl now, I can take care of myself."

"I know, just think about it carefully, please." Otto/Peter said.

"Okay, I'll take your words into consideration Slick." Anna smiled as she went back to finishing her breakfast. "Now, I'm gonna go change. Finish up and we'll head on school together."

Otto/Peter smiled. "Okay Anna."

Anna Maria got off her chair and walks towards her bedroom to change into her regular clothes for school, leaving Otto alone to eat his breakfast in peace as Peter listened to everything Otto said about Oscorp and Norman Osborn.

"Why don't you really want her to work at Oscorp, Otto?" Peter is curious

Otto sighed. "I really can't enjoy my breakfast in peace. Still being an annoyance as ever, Parker."

"Hey, being stuck in my own body without any will is hardy any fun for me either, but seriously Otto, why don't you want her to work at Oscorp? I know that you had a beef with the man in the past cause of the accident and you blamed him for it, but Anna shouldn't have to worry." Peter said.

Otto sighed again. "You really are that naive Parker, I've known him longer than you have, I've seen who the man truly is, you really don't know him at all."

Peter remained quiet upon listening to Otto talking about Norman Osborn, Peter always known Norman as the father of his best friend Harry, but the way Otto talks about him makes Peter thinks there's another side to the man that he himself doesn't know yet, and that scares him.


Later around 9:04 AM out by the Battery as a cleaning crew is picking up some trash found around the water of the New York Bay, some people don't follow the rules on not throwing anything into the water as there are some who are working very hard to keep it clean, one of them is a woman who's very displeased on how people don't show respect for the environment.

"Seriously, anyone got the memo on the rule about tossing things into the bay?!"

"I know, no one seems to care about keeping the water clean, but we're here to keep the pollution from getting worse."

"Hey! I think see something by the rocks, it's big!"

Everyone stopped their work and made their way to the guy calling out and he points towards something caught in the rocks, it looks like a body but all charred beyond recognition, the woman gasped as she's frightened upon he sight of the body, she screamed in horror.


Time is 12:03 PM at Brooklyn Vision Academy as everyone is on their lunch break, Miles looking at Tiana at a distance hanging out with some friends of hers, he got a good look at Tiana as he's drawing on the sketchbook, Anya and Ganke are sitting with him having their lunch as they've noticed him drawing Tiana with great precision on the sketch, he's got great artistic talents.

"Wow, that's pretty amazing!" Anya is impressed by Miles's talents in art.

"Thanks, though it's not finished, I just wanted to make this special." Miles still drawing.

"Special huh? Is it getting serious?" Anya teasing along with Ganke giving Miles the look.

"Yeah, I mean, we've gone out on a few dates and... it seems like we're getting there." Miles said.

"Getting there? In other words, you're still stuck in the friends zone." Ganke Lee said.

"You've haven't kissed her, or even told her that you like her?" Anya said.

"No, of course I haven't told her, I thought for sure that she felt something for me, but I think that she still sees me as a friend and nothing more, I prefer to respect her decision rather than lose her friendship." Miles said.

"Miles... I think that deep down she does like you, and not as a friend." Anya said.

"What do you mean?" Miles is curious.

"Well... I'm saying this as a girl, some girls are shy around guys they like just as much as boys are, and they think that person only sees them as a friend than anything else, but that person also thinks the same way as the girl they like, so neither of them told the other they like that person, so they prefer to stay friends rather than lose them." Anya said.

"So you're thinking I should just tell Tiana I like her?" Miles said.

"Just be honest with me, do you really like Tiana?" Anya asking an honest question.

Miles nodded his head. "Yes, I've liked her since the moment we've met, she's very kind and has a wonderful personality, when I'm around her I feel like I got butterflies in my stomach."

Anya is quiet upon hearing this til she speaks. "Then tell her, if she's the one, then take the risk and tell her how you feel."

Miles smiled upon hearing this advice. "Thank you Anya, I think I will, you're a great friend."

Anya frowned a bit upon hearing that Miles only sees her as a friend more so than Tiana, she realized that he made his choice in who he likes, Ganke kinda picked up on Anya's expression over Miles as he could tell what she's feeling right now.

"Speaking of relationships, there is still another one we need to discuss." Ganke Lee said.

"Peter and Gwen." Miles said.

"I heard about the break up, Gwen is still hurt over it." Anya said.

"I don't get it, Peter loves and adores Gwen from the day I've met her, those two love each other dearly, he would never just dump her for another girl, especially not in a most meanest way." Miles said.

"It's not just Gwen, he's been avoiding all of us lately, even his aunt and MJ, we hardly had time to hang out with him for a chat, and when we do speak he's like very ice cold with us, and not with us, he quit his job working with Dr. Connors, even his fellow Avengers are having a hard time dealing with him, something is definitely off with Peter." Anya said.

"I agree, we gotta figure out what's going on with our friend and get to the truth. Our team is feeling out of balance, first with Gwen and now with us, if this keeps on growing, it'll destroy us." Miles said.

"Then we all agree, after school?" Anya said.

"Much later actually, I gotta make a stop at the cemetery for..." Miles has other plans.

"Oh, you going to visit his grave?" Ganke Lee said.

"Yeah." Miles said with a sad look.

"Do you want us to come with you?" Anya said.

Miles smiled warmly. "Thanks, but I gotta do this alone, maybe another time."

"Okay, tell Aaron we said hello." Anya said.

Miles thinks about his Uncle everyday, he's still dealing with the loss ever since he died at the hands of Doctor Octopus months ago, he still misses him. Tiana is sitting with her friends as she spotted Miles from a distance with Anya and Ganke, she could tell by his expressions that something is up with him, something personal, she's gotten very close to Miles in the past months since they've first met, she developed feelings for him and hasn't told him yet, she still remains friends with him, she wants to figure out what's going on with him.


Time is 1:23 PM at the 13th precinct in New York City, Captain Yuri Watanabe is at her office examining footages of the newly improved Spider-Man making his appearance in the past two weeks, since then he's been employing harsh methods in fighting crime, all his victims would often receive broken bones and bruises, none of them seemed like the old Spider-Man she knows, something is different about him, coming into the office is Sergeant Jefferson Davis with a folder in his hand.

"Got something Sergeant?" Yuri Watanabe said.

"Yeah, it's about our John Doe found out in the bay this morning, body was burned beyond recognition, pieces of shrapnel suggest he was in an explosion, M.E. determined that he died about two weeks ago." Jefferson Davis said.

"Any ID on him?" Yuri Watanabe said.

"Funny you should ask, there were no prints on him due to them being burned out, but his teeth are still intact and we ran them against dental records. We finally got a hit and you're never going to believe it." Jefferson Davis said.

Sergeant Davis hands Captain Watanabe the folder for her to read, she opens up and reads the results, she's became stunned upon see who this John Doe is.

"No, this can't be. Is this right?" Yuri Watanabe said.

"It is, it's him." Jefferson Davis said.

Yuri Watanabe sighs. "Alright, let the media know on the identity of our John Doe."

"Will do, Captain." Jefferson Davis takes his leave.


It's 2:44 PM at Empire State University, Dr. Connors is still teaching while everyone is listening, including Peter Parker who is actually Otto Octavius all dressed up in a black turtleneck shirt along with beige pants, he's still focused on his studies while at another side of the class is Gwen Stacy sitting with Harry Osborn, Gwen look from a distance to see the man that was her boyfriend weeks ago until he dumped her for another girl, Gwen still felt the pain Peter caused, meanwhile through Peter's eyes, the soul of Peter Parker is looking at Gwen Stacy still mad at him, Peter felt sad and guilty he couldn't do anything to stop this suffering, he's all suffering too.

"Gwen..." Peter's voice in sadness.

The school bell rang as class ends for the day, everyone is picking up their stuff, including Otto Octavius who ignored everything Peter's feeling and keep avoiding Gwen to avoid any suspicion, he's leaving the class alone heading on to his new home as he see Anna Maria Marconi coming out of her class, Gwen is coming out of the class to see Peter with Anna Maria as they're leaving together, Gwen felt pain seeing them as she's walking the other way. Out on campus grounds are Brad Davis and Darius LeClerc seeing Peter Parker going out with a short student and his ex, the beautiful Gwen Stacy walking alone.

"I don't get it? What does Parker see in that Marconi girl?" Brad Davis said.

"Don't know, he's got some strange taste, but it's not our business." Darius LeClerc said.

"True, but that means that Gwen Stacy is now free and available." Brad Davis said.

"Brad, don't even think about it." Darius LeClerc said.

"Why not? They're not a couple anymore and Ms. Stacy looks like she's in need of a man for comfort." Brad Davis being arrogant.

"Brad don't, it's not right to take advantage of someone so emotionally vulnerable, it's not the time." Darius LeClerc is against it.

"Buzzkill... fine, just because you're my best friend and I happen to respect you a lot." Brad Davis said.

Brad Davis agrees to back off from making moves on Gwen as he's walking away, Darius looks at Gwen from a distance as he could tell that she's still feeling sad from the heartbreak, he can't help but feel sorry for her, her beautiful face showing off sadness is really getting to him, making his heart beat as he then leaves with Brad Davis while Gwen is heading away from campus grounds heading elsewhere. Meanwhile coming out of the parking lot is Harry Osborn driving around in his convertible unaware that Vulture is on a rooftop overlooking the university, he spotted the heir of Norman Osborn driving away not knowing the fate that awaits him.


Time is 3:19 PM at Brooklyn Visions Academy as school has ended for the day, some students are still dressed in their school uniforms as some have changed into their causal clothes, including Tiana coming through the boys dormitory as she has a phone in her hand waiting to hear back from her grandpa whose name is yet unidentified, she then spotted Miles all dressed up regularly coming out of his room with flowers in his hand, he then spotted Tiana in the hallway.

"Tiana, what are you doing out here?" Miles asking curiously.

"I just wanted to see you, but I see you're going to see someone." Tiana looking at the flowers.

Miles looking at the flowers in his hand. "Oh! I am, but it's not what you think. I'm... going to pay my respects to my uncle, he died months ago."

"Oh, I'm so sorry, I had no idea." Tiana felt sympathy for Miles.

"Thanks, I should get going." Miles said.

"Do you want me to come with you?" Tiana offered to be there for Miles.

"Thanks, but I'm better doing this alone." Miles said.

"I see, sorry if I asked." Tiana turns and walks away.

Miles looks upon Tiana walking. "Actually Tiana... sure, I could use some company."

Tiana stopped and looks back at Miles who want to spend some time with her, she smiled warmly as he smiled back, the two developed something special with each other.


It's now 3:24 PM at the apartment of Anna Maria, Otto is still waiting in the living room as he's still worried about this internship she's about to take at Oscorp due to the misfortune he had with the company, meanwhile he's looking at the news about a body found recently out in the bay.

"We finally got confirmation, the body found out in the bay is none other than the body of Dr. Otto Octavius, the criminal mastermind called Doctor Octopus who was responsible for the event that nearly ended the earth all those months ago, he was presumed to have died in the explosion at A.I.M. headquarters during a war with Earth's Mightiest Heroes, it is still unknown how his body turn up all the way out here, but experts have determined that he passed away about two weeks ago, Otto Octavius has now officially been confirmed as deceased..."

Otto is stunned to find out that his own body was discovered recently in the bay and now it's all over the news, this could present a problem and make certain people ask too many questions, he suddenly heard the door opening as he switched off the tv, coming out of the bedroom is Anna Maria all dressed up nice for her interview making Otto stunned upon the sight, he felt a certain attraction to her in a way that is beyond friendship.

Anna Maria showing herself off. "Well, how do I look Slick?"

"You look... wonderful." Otto/Peter said.

Anna Maria smiled with a blush. "Stop, it's embarrassing."

"I'm sorry, I didn't mean to make you feel uncomfortable." Otto/Peter felt embarrassed.

"It's okay Slick, it's just... nobody ever told me words like that before. I didn't think anyone ever would." Anna Maria still blushing.

"Maybe they just didn't see you for what's inside, see the real Anna Maria." Otto/Peter said.

"And do you see in me Slick? What am I like to you?" Anna Maria is curious.

"Honestly, you're very a very strong woman with a great passion in science, you're very smart and determined, anyone would be lucky being in a relationship with you." Otto/Peter being honest and sincere.

Anna Maria then looks back at Peter still blushing as Otto himself has never felt anything like this before, with Anna Maria this feeling is unlike anything he felt around another person, they continue being in a moment until the door bell rang and they snapped out of their moment.

"You expecting anyone?" Otto/Peter asking.

"No, you?" Anna Maria asking too.

Otto swings his head sideways saying no as Anna Maria then walks towards the door and opens up, she spotted a woman around in her late 50s she's never seen before, but she's definitely familiar to Otto, including Peter still in his body, this woman is Peter's aunt May Parker who looks down to see the woman Peter is staying with for two weeks, the one whom he left Gwen for, this caught her by surprise by her appearance, this whole situation is making Otto nervous as May's presence could complicate things for his new life.

"Hi, who are you?" Anna Maria asking.

"Hello, my name is May Parker, I'm Peter's aunt, I'm sure he must've told you about me." May introduced herself.

"No, actually he didn't. Please come in." Anna Maria invited Peter's aunt inside.

Aunt May came into the apartment and looks around, Otto has no idea what's going on here, why Peter's aunt came all this way after he made an effort to cut communications with anyone from Peter's old life to maintain his cover for his new life, May then looks at Peter to see that he's looking at her like a complete stranger which caught her attention as she noticed something is odd about her nephew.

"So you're Slick's aunt, my name is Anna Maria Marconi." Anna Maria being friendly.

"Nice to meet you, Anna Maria, I came by to speak with my nephew." May said.

"Well, I'll leave you two here to talk, go ahead and get comfortable, I'm actually heading out for an interview, it was very nice meeting you Mrs. Parker." Anna Maria said.

"Thank you, you too." May said.

Anna Maria then walks out of the door and closed it behind her, leaving May all alone to talk with Peter about his recent changes in his life that made very concerned, Otto is getting nervous on how to confront her without tipping off his true identity.

"May, what brings you by?" Otto/Peter said.

"What's the matter? Can't I come by to see my own nephew?" May said.

"Yeah, of course, is everything okay?" Otto/Peter said.

"You tell me?" May Parker then sits down on the couch.

Otto/Peter sits down on the chair. "Meaning?"

"What's going on with you, Peter?" May asking with concern.

"Nothing, everything is fine." Otto/Peter said.

"I'd believe you if you weren't avoiding me for two weeks, I heard from Mary Jane about what happened between you and Gwen, you two broke up out of the blue and now you're here living with someone you've just met, this doesn't sound like you Peter." May said.

"Well, things change." Otto/Peter said.

"Like your love for Gwen, has that changed suddenly too? What about your future with Gwen? You're just going to give up like that?" May asking.

"With all due respect May, I'm a grown man now and I can make my own decisions, I don't need anymore of your advice." Otto/Peter said.

"What's happened to you, Peter? You've pushed away everyone you've cared about, you've broke Gwen's heart in a way that is unforgivable, it's as if I don't recognize you anymore." May said with deep disappointment.

"Listen, I'm going to say this nicely, please leave me to live my new life in peace. And don't come around or call me anymore, cause I won't see you... Please go." Otto/Peter said.

May can't sit around and listen to everything Peter is saying to her, she felt very disappointed in the way Peter is treating everyone, including the love of his life and his own aunt, eventually she left the apartment and closed the door behind her, she had this strange sense that something is definitely off with Peter, he's not acting like the Peter she herself knew and raised, she knew in her heart that the person she's talking too isn't her nephew.


Time is 3:40 PM at the Spider-Cave, Anya and Ganke are walking through the tunnel to arrive at their headquarters where Gwen Stacy is dressed up sweating in sports bra and pants with bandages wrapped around her hands practicing her boxing skills on the punching bag as she kept on punching without knowing her friends are here, she's too distracted by everything she's going through, all she can think about is that day when Peter kissed Anna Maria which still hurts her in her heart, all she can feel right now is betrayal and rage as she's focusing all that in her punches, eventually she took it too far and punched the bag with so much force as it's ripped off the chain and was sent flying with a tear, sand pouring out, all this frustration Gwen is unleashing is making Anya and Ganke worried as Gwen turns to see her friends here.

"Sorry... I was... practicing." Gwen still breathing tirelessly.

"We've noticed. By the way, did you hear the news?" Ganke Lee said.

"What?" Gwen unwraps her hands.

"Otto's body was found this morning, it's all over the news." Ganke Lee said.

"There's a name I never thought I'd hear again, I thought he'd died at A.I.M. island." Gwen still unwrapping.

"We all did, this whole thing is strange." Ganke Lee said.

"Where's Miles?" Gwen asking about her missing friend.

"He's off to the cemetery to visit his Uncle Aaron's grave alone." Anya said.

"I see, it's not an easy thing to get over so easily." Gwen said.

"Obviously he's not the only one." Anya said.

"Anya, I know where you're getting at, but seriously I'm fine... in other words, I don't want to talk about it." Gwen said.

Anya decided to not to press the issue but this is obviously affecting Gwen too much.

"I've worked quite a sweat, I'm going to hit the showers, let me know if trouble is around the corner." Gwen said.

Gwen excused herself from her friends as she wants to be left alone, Anya and Ganke are still concerned for Gwen and what she must be going through right now. Inside the shower room Gwen is stripping out of her sports bra and pants, she turns on the hot water and let's it rain down all over her sweaty body, she has her hands against the shower wall and letting out a tear from her eyes as she's still feeling heartbroken over Peter, she hopes that nobody would ever noticed the pain she's in right now, she's trying to be strong for her friends but she's still suffering over Peter, it hurts her so much.


Around the same time at Brooklyn Cemetery, Miles and Tiana are walking around looking at the graves as Miles is searching for a specific one, he kept on looking and retracing his steps the last time he was here, he eventually found it and stood in front of the grave where his uncle Aaron Davis is resting, he lowers down to lay flowers he bought for him, paying his respects to the man who gave up his life to save his nephew from Doc Ock, Tiana doesn't know much about Aaron Davis but she could tell he means so much to him.

"Your uncle, were you two close?" Tiana is curious.

"Very close, when I was young he would often take me out to do graffiti near the basketball court, it was the most fun we ever had, that was until my dad caught us, he was pretty much disappointed in us, but we still had fun, it made me go into art." Miles talks about Aaron.

"Sounds like he's quite the role model." Tiana smiled.

"He was, he's always been a rebel, but he had his flaws, he got arrested for armed robbery and grand theft auto." Miles said.

"Wait, your uncle was a criminal?" Tiana hold her mouth upon letting it slip in front of Miles. "I'm... sorry, I shouldn't have said that."

"It's okay Tiana, he wasn't perfect, he was convicted and served four years in prison, he got out last year, when he came back into our lives, I was so excited to see him, I could tell that he wanted to change for the better, he did change and got himself a decent job, trying to go legit for a time, but even he couldn't escape his past for long, a criminal mastermind he was in indebted with forced him to go back to the life of crime, he became the Prowler." Miles explained about Aaron's criminal past.

"Wait, the Prowler, he was your uncle?" Tiana is stunned upon this revelation.

"Yeah, this must be very shocking for you, I know that everyone thinks of him as a supervillain and a criminal, but to me..." Miles said.

"Miles, it's okay, he's still your uncle, we can still love them despite their mistakes." Tiana said.

Miles looks at Tiana with a confused look. "That's quite a surprise coming from you, I thought this whole thing would be too much for you."

"Why? Because I happened to be a nice girl with a perfect life." Tiana said.

"No, of course not, but there's just so much I don't know about you yet." Miles said.

"That's true... but one thing I can relate is having a complicated family like yours, especially with one who has made mistakes." Tiana knows the feeling of family.

Miles then looks surprised by this revelation. "You also have a relative who's been a criminal?"

"Yes and no, it's... very complicated, I'm still not ready to share everything just yet." Tiana still reluctant to share more about her family.

"But you still love him despite everything." Miles said.

"Yes, he's been supportive of me even though he hasn't been my life since the day I was born, he still loves me." Tiana said.

"I understand you completely Tiana, even thought Aaron was no angel, he was still a good man to me. I know that we only been friends for a few months, but I'm glad to have you in my life Tiana, you're amazing" Miles said.

Tiana blushed and smiled warmly. "Thanks Miles, you're amazing too."

Miles and Tiana bonded with one another, Tiana knows what Miles is going through as someone in her family is also a criminal, but she couldn't bring herself to reveal who this man is for a good reason, she only hopes that this doesn't cause problems for them as she really likes Miles, but she still hasn't told him yet, even Miles hasn't confessed his feelings for her either, for now they're both look at the grave of Aaron Davis with flowers in front.


Time is 4:09 PM in Tribeca at the Coffee Bean as Harry Osborn is sitting at the table waiting for his drink, Mary Jane still working as a barista is brewing coffee into the cup and using her skills to make a decent drink, she finished by closing the lid and walks over to her best friend Harry sitting alone.

Mary Jane hands Harry his cup. "Here you go, one tall oakmilk vanilla latte, just the way you like it."

"Thanks MJ, you're the best." Harry smiles and takes the cup.

Mary Jane then spotted Peter's aunt May Parker coming into the Coffee Bean alone, she could tell by her expression that she's not having a good day and something is bothering her, she then walks back and ask a fellow barista that she'll take a short break, she then walks back to May Parker waiting in line.

"Mrs. Parker, what a surprise." Mary Jane greeted.

"It's just May, please use it." May smiled.

"Sorry, old habits. What brings you by? I could tell that something is bothering you." Mary Jane is concerned.

"Guess you really do know me well, don't you? Wish I could say the same about Peter." May giving off a sad expression.

"Do you want to talk about it? I'm on break now." Mary Jane said.

May nodded her head as she and Mary Jane walks over to a table, they sit down for a talk about Peter Parker.

"Okay, I'm all ears." Mary Jane is listening.

"I went to see him today, got to met the new girl in his life, Anna Maria Marconi." May said.

"Gwen told me her name recently." Mary Jane said.

"Honestly, I was quite surprised upon meeting her, she's... not quite like I expected." May said.

"What do you mean?" Mary Jane is curious.

"She seemed nice and friendly, though I never imagine Peter would... take interest in her. She's..." May is having trouble saying it out of respect.

"She's... what?" Mary Jane is still curious.

"She's... quite short." May finally said it.

"Short?" Mary Jane thinks until she figured it out. "Oh, you mean..."

"Yes." May said.

"Really?" Mary Jane is still processing it. "Wow, didn't see that coming. This bothers you? Peter being with her?"

"No, of course not, it really doesn't bother me at all, what bothers me is this sudden change happening in his life, not just as Peter Parker, but as Spider-Man as well." May said.

"Yeah, even I've noticed it too, he replaced his favorite suit for something more darker, when he was facing off against this Massacre guy, he engaged him in the most brutal way, he broke every bone in his body, including his spine rendering the man completely paralyzed, he almost killed him, lately his methods have become more brutal and unrestrained, it's not like to Peter to cut loose on his fighting." Mary Jane said.

"I know, I came to talk to him to figure out what's going on with him between him and Gwen, but he just cut me off completely without giving my any explanation, I know Peter would never break Gwen's heart, especially..." May hesitates to say more to not spoil Peter's surprise.

"Especially what?" Mary Jane said.

"Nothing, but the point is, I know Peter better than he knows himself, I've raised him ever since he was just a little boy left by his parents, taught him to be a very responsible and righteous person, I know in my heart something is not right with him." May said.

"Even I have to admit, Peter isn't being himself, I know that he adores Gwen very deeply, he wouldn't leave her like that, especially in a most terrible way, leaving her heartbroken." Mary Jane said.

"When I was talking to him, it was all very strange, he wasn't acting like the Peter I know and raised... it's like he's a completely different person." May describe her recent experience with this Peter Parker.

May and Mary Jane noticed something is definitely off with Peter, MJ agrees with May that he's not being the Peter Parker they've known all their life, they're wondering what caused this sudden change in his personality. Meanwhile Harry finished off his cup as he's heading on out but something came flying down and crashed through the windows, spreading shattered glass all over the place, May and Mary Jane took cover as Harry felt down on the floor, hovering in the air is the supervillain Vulture. May and Mary Jane got a peak to see someone they never expect to see again, Mary Jane discreetly dials Gwen Stacy to notify her on this situation while Vulture finally stops hovering and stands on his two feet before Harry Osborn. Outside of the Coffee Bean, one of Otto's new spider drones is surveilling the city for any crime activities as it spotted Vulture and notify Spider-Man of the situation.

"Harry Osborn, do you know who I am?" Vulture said.

"Vulture, what do you want from me?" Harry is scared.

"I have some unfinished business to settle with your father, Norman Osborn." Vulture revealed his intention.

Mary Jane is still hiding, she already notified her friends about Vulture's appearance here in Tribeca, but she's more worried for her friend Harry as Vulture has something in mind for him, she looks around to figure out a way to help him, she spotted a fire extinguisher nearby and got an idea.

"What do you want with my dad?" Harry asking.

"Your father took everything from me, everything! Now I'm going to do the same to him by taking away his one heir, Harry Osborn, you're coming with me!" Vulture said.

Harry is scared as Vulture plans to use him as part of his revenge against Norman Osborn, Vulture is about to take Harry until he got foamed all of a sudden and he stopped, Harry looks back to see Mary Jane holding a fire extinguisher as she saved him.

"MJ, what are you..." Harry is surprised by MJ's actions.

"Putting out a fire, RUN!" Mary Jane holding a fire extinguisher.

Harry is getting back up and making a run for it while Vulture wipes off the form from his face to get a better view, Mary Jane then attempts to spray more but Vulture's wing knocks it off her hands as he sees his attacker who ruined his attempts to take Harry Osborn, he got angry and wanted to strike back but he stops himself upon seeing her face along with an old woman who is here as well, both of them are very familiar to him.

"Wait, I know you, and her." Vulture said.

Mary Jane and May are worried that Vulture figured out who they are after all they're were held hostage by the Sinister Sixteen months ago as part of Ock's revenge against Spider-Man, Vulture smiles as he finds them valuable to be used against his other enemy he also blames for his misfortunes, he was about to make his moves until coming in swinging into the Coffee Bean is the Superior Spider-Man as he dropped kick the villain down, May and Mary Jane gazed upon the new improved Spider-Man in his new suit, none of them know that he's Otto Octavius possessing Peter's body, Otto sees one of his old associates is back in his life as Vulture recovers to see the new Spider-Man before his eyes.

"Adrian Toomes, it's been a long time." Superior Spider-Man said.

"Spider-Man, always been a thorn to my buttside." Vulture said.

"Didn't think you'd show yourself again after your failure to burn the world down." Superior Spider-Man said.

"That failure was all Otto's doin, that man was a complete fool, always making sloppy mistakes, I was a foolish to ever follow his lead, in the end he died being the same fool he always was." Vulture insults Otto's memory.

Otto still inside Spider-Man felt angry by the way Vulture was speaking about him, dishonoring his name even though everyone thinks he's dead, Superior Spider-Man summoned his four red spider legs from his suit as Vulture stretched out his wings, the two of them are about to engage in combat, Spider-Man boosted himself and tackles Vulture outside of the Coffee Bean, Spider-Man pinned Vulture down as he strikes with his fists without any restraint, but Vulture's helmet is resilient to withstand his punches, May and Mary Jane are witnessing Spider-Man being brutal in his fighting, not holding back in his strikes, this isn't like the Spider-Man they know.

Vulture's helmet is holding strong until the lens is starting to crack, Vulture fires his trusters from his pack and flies up, forcing Spider-Man off him, Vulture is flying around in the air as he targets the hero on the ground, he got a lock on and fires rockets from his pack he himself upgraded, Spider-Man then jumps away and swings around but the rockets are still following him around as he took evasive action, he kept on dodging as some of them hits anything he swung too close to, until one of them got close enough and created a blast that knocked him out of the air and he fell down to the ground, Vulture is hovering in the air smiling with pride upon seeing the upgrades he made paid off, his enemy is down for the count, Superior Spider-Man is still injured from the blast as he's having trouble getting back up, but Vulture uses his foot talons to clamp down the hero.

Vulture chuckles sinisterly. "Love the upgrades I've made? All I wanted was to get back at Osborn, but this is just as good, to see my other mortal enemy on his knees before me. Now I get to pay you back for all the trouble you've caused me, once you're gone, no one will be left to stop me from getting revenge on Norman Osborn."

Superior Spider-Man is attempting to recover in time as Vulture is about to perform the kill on his mortal enemy, but he got kicked hard by Spider-Girl who came in time and saved Spider-Man, Vulture quickly fires his thrusters and flies up to see Spider-Girl along with Ghost-Spider and Kid Arachnid here as they've stopped him from killing Spider-Man, he's outnumbered by four enhanced individuals, Peter got to see Ghost-Spider through Superior Spider-Man's eyes.

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

Ghost-Spider ignores Spider-Man as she's got other things to worry about that her broken heart, even Peter could see that she's still falls for Otto's deception and she can't even hear Peter's real voice.

Vulture looking displeased. "Should've figured you'd have your friends come to your rescue, Spider-Man."

"Give it up Vulture, you're outnumbered." Kid Arachnid said.

"As much as I love to stay and chat, I still got some unfinished business." Vulture then flies away.

The three Web-Warriors sees Vulture making his escape as they chase after him, Superior Spider-Man has recovered enough of his strength to chase after the supervillain, Vulture is flying through the city as he looks back to find three heroes swinging after him, this could present a problem for him, he fires up his thrusters to speed up as they've noticed, they're attempting to put more speed in their swinging. Vulture looks back again to see they're still chasing after him, he growls in rage as he's about to be caught very soon, but he spotted a water tower over a rooftop nearby, he smiled as he got an idea. He locks onto the support beam below the water tower and fires a rocket, it destroyed the beam holding it in place as the Web-Warriors noticed it about to tumble down with many innocent people down below.

"Ghost-Spider, that tower is about to tumble down, what do we do?" Kid Arachnid said.

Ghost-Spider wants to stop Vulture from escaping but she can't let those people get hurt or worse, she had to reprioritize in saving them over capturing Vulture.

"Let him go, let's stop that tower from failing!" Ghost-Spider said.

Ghost-Spider changed course and swings towards the water tower, Kid Arachnid and Spider-Girl swings and follow to help her out, Ghost-Spider swings behind the water tower about to tumble down, she quickly webs up a line to hold it in place, she's using all her strength to pull, Spider-Girl came by her side and webbed the tower, pulling beside Ghost-Spider, Kid Arachnid then spotted some beams as he quickly took some. Superior Spider-Man is passing by to see the Web-Warriors are holding the water tower from falling as he focuses on stopping Vulture from escaping, but he was too late as everyone lost sight of the villain, he's escaped which disappointed him greatly, Kid Arachnid webbed up the supports together in place, Ghost-Spider and Spider-Girl both let go and see that it's holding together, they've managed to save a few lives, Superior Spider-Man swings down onto the rooftop to confront them about this failure.

"Hey, where's Vulture?" Kid Arachnid said.

"He got away, thanks to you all!" Superior Spider-Man is very disappointed.

"Excuse me!" Ghost-Spider said.

"You all had him but let him get away!" Superior Spider-Man still angry.

"Hey, we had to prioritize in saving some..." Spider-Girl protests.

"QUIET!" Superior Spider-Man yells.

"HEY! Don't talk to her like that!" Kid Arachnid protests as he's not happy, walks up to confront Spider-Man.

"Miles..." Ghost-Spider said.

Superior Spider-Man is confronted by Kid Arachnid. "What the hell is your problem?"

"You're the problem Pete! You're what's wrong with this team, ever since you've broke up with Gwen, you've been a total jerk to everyone around you. I think you owe us an explanation to this attitude you're giving!" Kid Arachnid standing up to his "friend".

"I don't owe you anything, boy! You want to talk about my issues, why don't you deal with your own? Guess losing your uncle can cloud your judgment." Superior Spider-Man said.

Kid Arachnid felt offended. "What did you just say?"

"I don't blame you, having your uncle die in front of you can be a hard thing for you to forget." Superior Spider-Man said.

Kid Arachnid then shoved Spider-Man hard upon feeling the rage on how he insulted Uncle Aaron's death, Spider-Girl came up in between Kid Arachnid and Spider-Man to keep it from getting worse.

"That's enough!" Spider-Girl said.

"Did you hear what he said about Aaron?" Kid Arachnid still angry.

"I heard him." Spider-Girl then turns back to Spider-Man not happy with him either. "You're out of line, Spidey."

"You know what? If none of you don't like how I run things, then I don't need any of you anymore. I can do everything by myself." Superior Spider-Man said.

Kid Arachnid is still mad and angry. "You know what, the hell with you!"

Kid Arachnid walking away in anger as Spider-Girl looks at Spider-Man, she's mad too as she follows Kid Arachnid swing away, Ghost-Spider looks upon Spider-Man being so cold everyone, not just her, but with Miles and Anya, she doesn't recognize him anymore as she walks and swings away from the rooftop feeling nothing but disappointment for the man she once loved, Peter is still looking through his own eyes that Gwen is leaving him behind, not only did he lose her, but he's lost everyone he's cared about.

"Wow Otto, you're a real piece of work, you know that?" Peter's not too happy.

"It's better this way Parker, I can't afford to have anyone from your old life getting too close and undoing everything I've worked so hard to built." Superior Spider-Man said.

"You think you have everything under control, Otto?" Peter said.

"I do have everything control, even your friends and loved ones haven't noticed anything yet, I plan to keep it that way.." Superior Spider-Man said.

"Wrong, you don't know my friends like I do, you may think you have control over my life, but sooner or later they're going to find out the truth and your whole web of lies will be uncovered." Peter said.

"So far it hasn't, and you know what, Parker? I'm done tolerating your presence any longer, once I figure out how to purge your mind out of this body, you'll be out of my life forever, Peter Parker will soon cease to exist, just a memory, only Otto Octavius shall reign supreme in the end. But first things first, I got an old friend to retire, permanently." Superior Spider-Man said.

Superior Spider-Man then swings away from the rooftop now on a mission to put a stop to Vulture for good, the man knows too much about Otto and he could present a problem for him, he decided to eliminate that loose end forever.


Time is 4:44 PM at the Spider-Cave as Ganke Lee is at the supercomputer monitoring for any sighting on the Vulture, he then spotted three of the Web-Warriors just returned back from their mission, they took off their masks and by their expressions none of them are very happy, though clearly this just isn't about the Vulture's escape, something else is bothering them, especially Miles and Gwen.

"I see you guys are back, where's Peter?" Ganke Lee asking.

"Don't ask." Miles still upset.

"That bad, huh?" Ganke Lee said.

"We were close to catching Vulture, but he got away cause we had to prioritize in saving people, Peter didn't like that very much, he was too harsh on all of us, especially with what he said to Miles." Anya said.

Miles sighs feeling upset. "He disrespected my Uncle's memory."

Ganke Lee is stunned. "He did not."

"He did, in front of face and without any respect whatsoever." Miles said.

"This doesn't sound like the Peter we know." Ganke Lee said.

"Honestly Ganke, it's like I don't even know him anymore." Gwen is equally upset as she sighs and walks away. "I need to be alone, Ganke, if Vulture ever surfaces against, let me know."

"Will do." Ganke Lee said.

Gwen is leaving the Spider-Cave as she felt the need to be alone to process everything, she's still going through her own pain over Peter as Ganke went back to the supercomputer to continue the search for Vulture, Anya then looks to Miles still feeling uneasy, especially on this day, she went and sits by his side to make sure he's alright.

"Hey..." Anya said.

"Hey..." Miles said.

"How are holding up?" Anya said.

"I'm good..." Miles assured.

Miles is trying to be strong despite what happened today, he gets up and tries to walk away but Anya got up and pulls him for a hug, Miles is stunned by what Anya is doing.

"Anya..." Miles being hugged.

"It's okay, let it out." Anya still hugging.

Miles says nothing as he just hugs her back, letting out a tear while being embraced by his friend Anya while Ganke is still typing until he looks back to see Anya and Miles together, he's glad that Anya is helping Miles through it.


At the same time at Oscorp Industries as down below at the lobby is Anna Maria approaching the receptionist to let her know about her appointment for her internship at the R & D department, meanwhile way up in the executive floor at the office of CEO of Oscorp, Norman Osborn is with his right hand man Donald Menken as Norman is on the phone speaking with his son Harry after the kidnapping attempt by Vulture failed thanks to Spider-Man.

"Did he say what he wanted?" Norman asking his son over the phone.

"He only said that he wanted to take everything away from you, just like you did to him. Do you have any idea what he's talking about, dad?" Harry said.

"Mr. Toomes was an former employee of mine who was caught stealing and selling company secrets to bad people, we caught him and turned him in, we testified against him, sent him to prison for years, obviously he still blames me and my company for his misfortune, this is clearly about revenge." Norman said.

"So does that mean you're in danger, dad? Is he coming after you?" Harry said.

"Let him try, my security here is tight, I'm safe here. Where are you?" Norman said.

"I'm still here at the police precinct, still under protective custody." Harry said.

"Good, stay there son, you'll be safe surrounded by cops, I'm sure Mr. Toomes will be caught by the end of the day." Norman then hangs up the phone.

Donald Menken heard everything. "Did I hear this right?"

Norman isn't too happy. "You heard right, our old friend Adrian Toomes is back in our lives again."

"This could present a huge problem for us and the company, especially after all the efforts we've made to cover up our double dealings with various terrorist organizations. We had to set up Toomes to take the fall, we provided the authorities with bribed witnesses and falsified evidence against him, he took the fall and we were all clear." Donald Menken said.

"Not quite, Toomes knew that we've set him up, even my own wife suspected something, she got too curious for her own good and involved a couple more fools who got too close to uncovering the truth." Norman said.

"We've already eliminated those loose ends, your powerful associates made sure of it." Donald Menken said.

"All except for Toomes, he could still present a problem, even now that we've ruined his name, if he wants revenge, let him come, have my security detail armed with hi tech weaponry, if he wants a war, then we'll give him war and this time he'll lose more than his name and his reputation." Norman said with absolute malice.

Donald Menken pulls out his phone and calls in some people in order to be prepared for Vulture's inevitable attack, only this time Norman plans to have the man killed for good, tying up one loose end to his crimes, and he won't even feel guilty about it.


Time is 5:01 PM back at Empire State University as the football team are showering together in the locker room after practice including Brad Davis, Darius LeClerc has already cleaned and dried himself, he's dressed only in his swim shorts as he decides to cool himself down for a swim and heads down towards the indoor pool area of the university's gymnasium, once he arrives there he spotted someone already swimming underwater, from what he could tell it's a woman in a swimsuit swimming across the pool until she emerged out for some breath, it's none other than Gwen Stacy who came back here for some time alone after a tough day involving Peter Parker, she climbs up the ladder as Darius came up and offer his hand, Gwen looks up to see an attractive athletic guy around her age of African American descent.

"Here, let me help you up." Darius LeClerc reaching his hand out to Gwen.

She took his hand as he helps her up, she now stands on her two feet before Darius looking at how wet and beautiful Gwen is in her white bikini, showing off her exquisite figure, she's quite a beauty around campus a lot of men are attracted to.

"Thanks... ah..." Gwen didn't catch his name.

"Oh, where are my manners, the name's Darius, Darius LeClerc." Darius introduced himself.

"Hi, my name is..." Gwen is about to introduce herself.

"I know who you are, Gwen Stacy, the beauty queen around campus everyone is talking about." Darius LeClerc said.

"Stop, I'm pretty sure I'm not that big of a deal." Gwen felt flattered.

"That's not what every guy thinks, ever since you first came on campus not a day goes by where you've attracted a lot of guys." Darius LeClerc said.

Gwen then realized something about Darius. "Wait, I think I've seen you around hanging with the guy who tried to hit on me."

"Brad Davis, he's my best friend, I told him not to but he wouldn't listen, thankfully your boyfriend solved it with a simple handshake." Darius LeClerc said.

"He's not my boyfriend, not anymore." Gwen sounded somewhat upset.

"I'm sorry if I was out of line, I didn't mean to..." Darius LeClerc said.

Gwen felt bad for speaking that way to Darius. "No, I'm sorry if I snapped, you didn't deserve it..."

"It's alright Gwen, I never meant to mention his name, I know you both..." Darius LeClerc said.

"Yeah... it's been hard, that's why I came out here, needed some swimming to get it out of my head, but... it hasn't been easy." Gwen said.

"Listen Gwen, I know that we've only met and you're going through something, but... I just want you to know that I'm here if you need someone to talk to, you know, to get it out of your system." Darius wants to help Gwen out of her issues.

"Look Darius, I appreciate your kind gesture, but... I like to be alone if you don't mind." Gwen said.

"I see... I'm sorry to bother you, excuse me." Darius LeClerc said.

Darius decides to leave Gwen alone to deal with her breakup, Gwen watched as he's walking away as she can't help but feel some kind of attraction towards Darius for some reason, she had second thoughts.

"Darius, wait!" Gwen calling out as Darius stops and looks back. "Actually, I do need someone to talk to."

Darius smile warmly as did Gwen, the two decided to bond with one another.


Time is 5:15 PM at the abandoned clock tower Vulture is staying for the time being, he's was fortunate enough to escape capture by Spider-Man and his Web-Warriors after his attempts to take Harry Osborn hostage has failed, he's tinkering with his tech as he's still determined to carry out his revenge against Norman Osborn for destroying his life, next to the tech is a laptop with schematics on his Vulture technology, he's got some in mind for it for another reason, he still working until his burner phone is ringing as he stops his work and answered the call.

"Hello..." Vulture is talking to someone who's identity it yet unknown, but clearly someone of great importance to him. "Listen, I know it must be terrifying seeing me on TV doing what I did, I wish you didn't... please understand that I'm doing this for our family, I can't let this injustice go unpunished, what that man has done to our family, he's done to so many families... I have to do this, I have to stop him by any means necessary, it was already too late for me, my life is already ruined, but it's not too late for you, you're a good person with a good heart. I know that we've only known each other for a short time, but I wanted to say that I'm so proud of you, stay true to who you are... I love you so much."

Vulture then hangs up the call after saying everything he needed to say, he puts down the phone as he's tearing up with deep emotions over someone who means so much to him, he's sad that he missed a lot while he was locked up, being set up for a crime because of Norman Osborn, he lost everything in that moment, he won't stop until he makes that man who destroyed his life pay for everything one way or another.


Later around 5:45 PM at the diner nearby Empire State University, Gwen is having lunch with Darius LeClerc talking about things to each other, she smiled as she felt comfortable around this guy she just met, Darius also share the same feeling, but at the same time he's developed an attraction to her just like every guy around the university, she is the beauty queen after all, Gwen is feel better talking to Darius despite the day she's having right now.

"So let me get this straight, you and Peter have been together since high school?' Darius LeClerc said.

"Three years, before we ever dated we were just best friends along with our friends Mary Jane and Harry Osborn who were also a couple for a time, the four of us were inseparable in those days." Gwen tells her story.

"Sounds like you were all very close." Darius LeClerc said.

"We still are, at least most of us are." Gwen is saddened upon this subject.

"I could tell that you still feel something for Peter." Darius LeClerc said.

"Use to be in the past we had some bumps in our relationship, but we've always manage to overcome them and find our way to each other not matter what, now... I'm not so sure anymore, he's changed a lot, he's pushed away everyone he's ever cared about for no reason, he's not quite like the man I loved." Gwen still feeling heartbroken.

Darius LeClerc sighs. "I don't get why a guy like would ever let go of a wonderful girl like you."

Gwen then looks at Darius. "You still think I'm wonderful?"

"Of course, who wouldn't? You're very smart, compassionate, and beautiful, any guy would be so happy being with a girl like you, you're so amazing, Gwen Stacy." Darius LeClerc said with sincerity.

Gwen looks upon Darius in a new way and smiled. "Pay the check..."

(Lower East Side)

Sometime later both Darius and Gwen went to her apartment at Lower East Side as they're both kissing each other just outside the door, both of them wouldn't stop as Gwen unlocked the door and they both made it inside the apartment, Gwen then lead Darius towards the bedroom as she pushed him onto the bed and he laid on his back amazed by how she was able to push someone strong and athletic as him with ease.

"Dang, you're pretty strong." Darius LeClerc smiled as he's amazed.

Gwen crawled onto the bed and got back to kissing Darius who can't think of anything other than her hot lips against his, Darius got caught in the moment as he began to pulls his shirt off his body and tossed it aside, Gwen did the same with her turtleneck top and tossed it aside, giving Darius a good look at Gwen in her black lingerie bra, she's got a great body like a supermodel, she got back to kissing Darius again, she wants to feel alive in solace.

"Wow, never thought this would happen." Darius still kissing.

"Stop talking." Gwen kissing Darius.

Gwen is still kissing Darius as he flips her over and laid her on her back, they're both kissing each other with their emotions being overwhelmed, Darius then started kissing down Gwen's neck as she smiled with her eyes closed, she then opens up upon seeing a photo of herself with Peter, she thought about Peter in that moment as she regained her senses, her heart is telling her she's making a mistake going through this with Darius, she can't go through with this.

"Darius, wait, stop!" Gwen gently shoved Darius away.

Darius stopped and looks upon Gwen with confusion. "Gwen, what's wrong?"

"I... I can't do this... I'm sorry." Gwen apologizes.

Gwen got off the bed and picked up her turtleneck top as she leaves the bedroom feeling ashamed of what she almost went through with Darius, she's now in the living room putting on her top and thinking about Peter, despite feeling heartbroken over what he did in front of her, she still has strong feelings for him, Darius is coming into the living room all shirtless to check on Gwen being all quiet and conflicted.

"Forgive me, did I do something wrong?" Darius LeClerc is concerned.

"No, it's not you, it's me. I'm... I'm very sorry Darius, I shouldn't have lead you on like that, this was a mistake. I don't know what came over me." Gwen is feeling ashamed.

"Gwen, it's okay, I get it, I'm sorry too." Darius is also feeling guilty.

Darius was about to put on his t-shirt until the front door opened and Mary Jane came back home after he day of work was a disaster thank to Vulture, but her biggest surprise was to find Gwen with a shirtless guy, this whole thing caught her by surprise as she can guess what might have transpired her recently, Gwen is feeling ashamed her best friend had to catch them like this at a bad time.

"Mary Jane." Gwen felt embarrassed.

"I'm sorry if this is a bad time." Mary Jane is still stunned.

"It's alright, I think I should go... take care Gwen." Darius LeClerc puts on his shirt.

Darius is passing by Mary Jane and leaves the apartment, Mary Jane closed the door as she looks back at Gwen who looks embarrassed by this whole situation.

"Mary Jane, I..." Gwen trying to say something.

"You don't have to tell me, Gwen, it's none of my business." Mary Jane doesn't want pry.

"Listen, nothing happened here." Gwen assured.

"Gwen, seriously, you don't have to feel bad since you and Pete aren't together..." Mary Jane said.

"But... I know you got something else on your mind MJ, go ahead and say it." Gwen wants to hear it.

"Fine, don't you think you're trying to move on a bit too fast?" Mary Jane is concerned.

Gwen sighs calmly in agreement. "You're right, but you don't have to worry, me and Darius didn't take it too far."

"So... you and this Darius... you haven't... you know..." Mary Jane said.

Gwen smiled warmly. "No, we haven't, I wanted to, but... I couldn't."

Mary Jane sighs in relief. "Okay, good, you did the right thing Gwen."

"Did I? Honestly Mary Jane, I don't know what to think anymore, my whole life has been turned upside down, and I'm not the only one." Gwen said.

Gwen and Mary Jane remained quiet upon thinking about everything that happened since Peter changed into a different person, Gwen is still upset at Peter for the way he hurt her, but at the same time, she still loves him and can't get him out of her heart despite her attempt to find solace in another person, she's even more confused than ever before and ashamed too, she can only hope to figure out what's going on with the love of her life.


It's 5:56 PM at Anna Maria's apartment as Otto in his Superior Spider-Man suit is on his laptop monitoring every spider-bot he's designed to spread out and surveil the entire city to alert him of any crimes or activities that require Spider-Man's intervention, right now he's more focused on locating his old associate Vulture and putting an end to him for good as a loose end, Peter on the other hand still exists within his own head without any way to regain control of his body, all he can do is talk to Otto in his head.

"Still being a Master Planner as always, watching and planning, guess some habits do die hard." Peter's voice.

"You know what else dies hard? You talk too much, you never seem to shut up, so stop talking and let me do my work." Otto watching on the laptop feeling annoyed.

"To do what? Go find Vulture and kill him? Is that your solution to everything? I thought you had changed a lot Otto, but clearly you're still that same arrogant guy hellbent on doing the wrong things, you haven't learned a lot." Peter's voice.

"And you have in your three years as an adolescent hero? You still have a lot of growing up to do Parker, the world isn't perfect, it's much crueler than you think, in all your attempts at being a beacon of hope for everyone, people are still driven to do bad things and many innocents get hurt cause we chose to play by the rules, something it requires us to do what's needed to be done in order to stop scum like them. So tell me Parker, do you think your way is the best way?" Otto still clings to his old ways.

"My way may not be the perfect way Otto, but it's the right way for a good reason, cause we can't allow ourselves to become like them, we need to do better than resort to killing, otherwise we're no different from them." Peter's voice.

"It's already too late for me, I've already taken a life, I'm sure you know exactly whom I'm talking about." Otto still remembers that moment.

"Mile's uncle Aaron... he was a villain too just like you, he had his flaws and made many mistakes, but even he had goodness in him, he chose to redeem himself by helping his nephew stop your grand plan to end the world even at the cost of his own life, he died a good man at the very end." Peter's voice.

Otto sighs uneasy. "I actually envy him believe it or not, I wished I had that same luck, I was pronounce dead to the whole world and what have I really left behind? Nothing, just the legacy of the notorious Doctor Octopus, at the very end my death was meaningless."

"You're still here in the world Otto, despite these unfortunate circumstance, you can still do the right thing, if you want real redemption, then you need to change your ways, be better than who you are, otherwise you're just doom to repeat these same mistakes over and over again, you'll end up being the same guy no matter who or what form you take." Peter's voice.

"Parker, tell me honestly, do you believe it's possible for a guy like me to find redemption?" Otto is very curious on this subject.

"From what I've witnessed weeks ago, you've shown some goodness in you, you had the chance to take the life of that gunman who would've killed so many innocent lives, but you didn't, that alone tells me that you have the potential to change, but it's really up to you on how much you want it." Peter's voice.

Otto is thinking about the possibly on getting redemption for all the bad things he's done as Doctor Octopus, despite being in the body of Peter Parker and being the Superior Spider-Man, he still clings to his old ways and feels stuck being the guy he was, but at the same time he felt more different than he ever was before, he ended up doing some good these past two weeks, but sometimes he felt like it's never enough. All of a sudden, the computer is beeping as Otto snapped out of his thoughts and got back to his mission, he got a hit on Vulture's recent sighting, he got a lead on where he's going and it shook Otto.

"Oh no." Otto is stunned.

"What? What is it, Otto?" Peter's voice.

"I know where Vulture is heading, it's Oscorp, I think he's going after Norman Osborn personally this time." Otto said.

"And this troubles you because..." Peter's voice.

"Cause Anna Maria is there right now, she could get caught in the crossfire, I have to do something fast." Otto is getting up.

"Never seen this side of you, Otto, especially over Anna Maria. You must really care about her a lot." Peter's voice.

"Honestly I don't know what my feelings for her are exactly, but she must be saved, I can't let her die." Otto is determined.

"Then go out there and save her, she needs the hero inside you Otto." Peter's voice.

Otto puts on the mask and becomes Superior Spider-Man. "I know, I won't let her down."

Superior Spider-Man then heads on out and swings towards Oscorp to stop Vulture and save Anna Maria before it's too late, he's more determined than ever to fight for the right reason, for her, she means a lot to Otto from the moment they've met, this feeling for her is intense and very powerful, he's embracing being a hero more than ever.


Time is 6:15 PM at Oscorp Industries as the whole security staff is on high alert armed with some advanced weaponry, they're awaiting for the inevitable encounter with Vulture who has a personal vendetta against Norman Osborn for destroying his life, the CEO himself is at his office awaiting for Vulture to fall to his death, meanwhile at the R & D complex of the company, the head scientist Mendel Stromm is giving a tour to Anna Maria Marconi of all the technology being developed here.

"As you can see Ms. Marconi, we're making progress in creating cutting edge technology from improving the daily lives of humankind towards developing battlefield machines for the military." Mendel Stormm giving the tour around the place.

"I see." Anna Maria is walking around looking until one of the prototypes caught her eye that looks very familiar. "Wait, is that what I think it is..."

Mendel Stromm looks upon the prototype. "Ah yes, I see you're familiar with it."

Stromm and Anna Maria are looking upon the recreated prototype fusion reactor created by Dr. Otto Octavius himself, the very same technology that was responsible for almost destroying Oscorp about three years ago, right when Dr. Octavius attempts to stabilize it but instead caused a malfunction that resulted in him being accidentally fused to his harness for years right up to the point it was killing him, Oscorp has restored and modified its original design.

"This is indeed the prototype fusion reactor invented by the late Dr. Otto Octavius, infamously known as Doctor Octopus." Mendel Stromm confirmed it.

"I'm well aware about this machine and what it did to Dr. Octavius, still can't believe that Oscorp still has this technology, you are aware what happened the last time it went active." Anna Maria said.

"Yes, it was very unfortunate, Dr. Octavius was so close to revolutionizing it, until something went wrong and it almost blew up Oscorp, almost killed Otto too, but thanks to Spider-Man, neither had happened, the machine was badly damaged but with some time and patience, we've rebuilt it with some new improvements." Mendel Stromm said.

"But this technology belonged to Otto Octavius." Anna Maria said.

"It did belong to Dr. Octavius, but Oscorp owns the patent and it's now ours, we plan to continue Otto's research, hopefully with time and patience it'll be a true success, it's a shame Dr. Octavius won't be able to see what his work has accomplished, now shall we proceed with the tour?" Mendel Stromm said.

Dr. Stromm leads Anna Maria around as the young woman is bother that Oscorp is planning to reap the benefits of Otto's research now that the man is dead, from what Peter told her earlier about Oscorp is starting to sink in, maybe there is some true to his words. Meanwhile outside of the building is Vulture as he's hovering in the air looking at the building owned by his most hated enemy, he uses the visor of his helmet to scan the whole place for Norman Osborn, but his bigger surprise is the R & D complex that houses something of great interest to him, something he can use to destroy Norman Osborn, his pack is opening up as rockets are locked onto the wall and unleashed a couple of them, it blasted the wall wide open as everyone inside got knocked off their feet by the explosion, including Anna Maria and Dr. Stromm, coming in through the opening is Vulture showing himself upon everyone's eyes.

"Ah, just like I remember it." Vulture is familiar with the R & D complex as he once worked here, he turns his attention towards the fusion reactor. "I see Oscorp is in the process of stealing someone else's work."

"What do you want?" Anna Maria asking the supervillain.

"That's simple really, revenge, this place has caused me a lot of pain, it once destroyed me and my life, it will do the same to you, but fortunately I have a solution to that." Vulture expresses his distaste in Oscorp.

Vulture then landed on his feet and walks up towards Otto's fusion reactor as he's very familiar with this technology his colleague once created, including it's flaws, he then activates it as it's starting to power up which made Anna Maria and Mendel Stromm panic in fear.

"No, you don't know what you're doing!" Mendel Stromm yells.

"On the contrary Dr. Stromm, I know exactly what I'm doing." Vulture is fully aware of his actions.

"The device is still in development, it's unstable, if it continues generating power, it'll go critical, this building and everyone in it will die." Mendel Stromm told of the danger.

"Exactly, Norman Osborn took everything from me, now I plan to do the same, starting with his company." Vulture said.

All of a sudden security guard armed with hi tech weapons came into the complex and started shooting at Vulture as he flies up in the air and strikes back by unleashing his razor feathers to neutralize the threat, Mendel Stromm can see the screens on the fusion reactor going yellow as it's building up power until it reaches red, to the point of total annihilation, it'll destroy this building and everyone in it, the doctor is attempting to make his escape before it's too late as Anna Maria is somewhat familiar with this technology based on the book Otto himself has published on his work, she's determined to put a stop to it before it's too late. Vulture managed to finish off neutralize every guard in the room until he spotted the young woman attempting to reach the control to stop the device, she almost reached it until Vulture flew in and sweep her off her feet and flies her outside, he got her by the neck as she looks down from far heights, it's a very long way down.

"Brave, but naive." Vulture holding Anna Maria in the air.

"I couldn't stand by and let innocent people get killed." Anna Maria still trapped in his grip.

"No one here is innocent, I was once an employee for Norman Osborn, until he set me up and destroyed my life... You seem like a nice woman, I'm truly sorry you had to get involved with them, but this all ends now." Vulture threatening Anna Maria.

Anna Maria felt frightened for her life but she then felt relief upon seeing Spider-Man coming in for a drop kick, he kicked Vulture hard back inside the building along with Anna Maria being loose and rolled onto the floor, Vulture activates his pack and kept himself up hovering around seeing his enemy Spider-Man here, Superior Spider-Man looks to see Anna Maria is safe but he's upset at Vulture for threatening her life.

"You again!" Vulture is very angry.

"That's very low of you Toomes, threatening an innocent woman is beneath you. You should've stayed away!" Superior Spider-Man said.

"I shall have my revenge and nobody is going to stand in my way, especially you!" Vulture is still driven.

Vulture then unleashes razor feathers upon the hero as Superior Spider-Man uses his agility to dodge his attacks, Vulture needs to deal with Spider-Man or at least distract him long enough for the reactor to go critical and destroy Oscorp along with Norman Osborn, Spider-Man is swinging around as Vulture's attempts to hit the hero has failed, his visor got a lock on Spider-Man but he knows that'll be futile, he then turns his attention towards Anna Maria which made Superior Spider-Man more frightened than ever for her life.

"NO!" Superior Spider-Man yells.

Vulture launched the rockets from his pack as they're flying towards Anna Maria, Superior Spider-Man swings her way and summons his web shield to protect them both, but the blast was too powerful as it blasted the wall off and both of them are sent falling towards the ground, Superior Spider-Man got his senses back only to see Anna Maria fall down towards the ground.

"No... Anna..." Otto/Superior Spider-Man said in his thoughts.

Superior Spider-Man couldn't let her die as he's more determined to save her with all the power in his disposal and embraces the hero inside him, he dives down after her through all the debris falling alongside her, Anna Maria is falling to her death awaiting to pass away only to see Spider-Man diving towards her as fast as he can with all his heart to rescue her, a couple of debris are about to collide together upon her, Superior Spider-Man then zips towards Anna Maria and caught her just in time before she got crushed and killed, Anna Maria is in his arms as he saved her life, Superior Spider-Man then swings her back down towards the ground where she'll be safe, he looks and still has Anna Maria in his arms, Otto is relieved that she was saved in time, he was afraid he lost her.

"Are you alright?" Superior Spider-Man asked.

"Yeah... I am... thank you..." Anna Maria is very grateful.

Superior Spider-Man set her down on her feet. "You should get to safety, I'll go stop Vulture."

"No, wait!" Anna Maria tries to warn him.

"What is it?" Superior Spider-Man said.

"Listen carefully, Vulture just activated the fusion reactor and its powering up." Anna Maria gave him the heads up.

Superior Spider-Man look so shocked upon hearing this. "The fusion reactor? Oscorp still has it?!"

"If this keeps up, the reactor will go critical and many innocent are going to get killed! Please Spider-Man, you have to stop it!" Anna Maria pleaded.

Superior Spider-Man looks at Anna Maria pleading with him to stop his own creation from destroying the company responsible for his misfortunes as Otto Octavius, but he can't disappoint Anna Maria nor can he allow his technology be used for destruction again.

"Alright, I'll go stop it, I promise." Superior Spider-Man said.

Superior Spider-Man then swings away leaving Anna Maria on the ground where she's safe, Vulture then flies away from the R & D complex and heads towards the floor where Norman Osborn is, Otto could tell that Toomes is about to confront Norman Osborn but right now he's more focused on stopping his life's work from causing more harm like it did to him, he made it back to the R & D site where the recreated fusion reactor is online, he rushed over only to see all the modifications Oscorp made to his original design which displeases him greatly.

"Those fools, tapping with my life's work!" Superior Spider-Man said.

"Can you stop it Otto?" Peter's voice asking.

"No, this won't be like the last time, those meddlesome fools tampered with my design, fortunately it hasn't reached critical levels yet, but it's only a matter of time." Superior Spider-Man said.

"If you can't stop it, what can we do?" Peter's voice.

Superior Spider-Man is thinking of a solution as he thought of something. "Wait, there is another way, I can make the reactor blow up prematurely, it'll minimize the blast, only destroying this complex."

"And us too." Peter's voice.

"I know... but it's the only way." Superior Spider-Man is aware of the risk.

"Are you sure about this Otto? There's a possibility we won't make it... we'll both die here." Peter's voice.

Superior Spider-Man sighs uneasy. "It's a risk I'll have to take, I won't my life's work be used for destruction, besides, if I'm going to die, then it'll be a noble death."

"Alright, then I'm with you Otto." Peter's voice.

Superior Spider-Man then uses his knowledge in fusion energy to put a stop to this creation of his once and for all, even at the expense of his life he'll die doing something heroic in the end, he's making the necessary work to make the reactor blow up prematurely in order to minimize the damage and save many lives, Peter who's still within his own body is feeling something extraordinary that could only come from Otto, the man is finally embracing the hero within his soul. Otto is doing everything he can to make the device blow up sooner before it reaches the point that it'll be deadly enough to destroy this building, he finally found the way its energy is being contained to the point of detonation.

"This is it!" Superior Spider-Man waits the inevitable.

Meanwhile on the top floor where Norman Osborn alongside his right hand man Donald Menken are looking upon all the down personal security of Osborn are defeated and the Vulture is standing in front of his most hated enemy.

"We meet again, Norman." Vulture said.

"Toomes, never thought you'd have the stones to come after me again." Norman remained calm.

"I've waited a long time for this moment, despite the setbacks I've had, my quest for vengeance is the only thing that kept me going." Vulture said.

"If you're going to kill me, then by all means, do it and stop wasting my precious time." Norman said.

"I wanted to do more than just kill you, Norman Osborn, I'm going to destroy everything you've built through lies and deceit. It's only thanks to Otto's invention this place is about to be erased from the very face of the earth along with you, the very scum of all humanity, I guess in a way Otto is exacting vengeance from beyond his grave, his creation is responsible for your destruction." Vulture said.

"Even so, you'll also die here any minute." Norman said.

"I'm good with that, my life was already gone, you saw to it."

Meanwhile back at the R & D complex, Superior Spider-Man managed to get the reactor to overload sooner than expected as he's too close to it, he summons the web shield for protection, the reactor went critical and blew up prematurely, sending a powerful blast throughout the complex and knocked Spider-Man back against the wall with so much force, the debris collapsed on top of him, the whole building felt a powerful shockwave throughout every floor, including the office where Norman and Menken felt the tremor along with Vulture as he didn't expect this kind of destruction to happen, they're all confused as to what went wrong.

"Huh, I didn't expect this outcome." Vulture is confused.

Back at the complex the whole place is totaled by the destruction of the fusion reactor, the blast wasn't powerful enough to destroy Oscorp but it did some serious damage to this place, meanwhile the rumble is being moved as Superior Spider-Man is slowly getting back up with so much pain, but something is different this time with Superior Spider-Man, he looks upon his hands with confusion.

"What?" Superior Spider-Man takes off his mask as he is in fact Peter Parker who somehow regained control over his body, he's moving his own hands. "This is... I got control again..."

Peter regained control of his body, but he still feels Otto's consciousness within him only out cold for the moment, he knows it's only a matter of time before he wakes up and regains control.

"I don't have much time." Peter decides to act before it's too late, he pulls out his phone from his suit as he holds it up to record himself. "Gwen, MJ, if you're getting this, please believe me..."

Meanwhile back up at the office of Norman Osborn, the CEO and Menken are surprised by this unexpected turn of events, Vulture's plan to destroy Oscorp has been thwarted which disappointed him greatly, Norman smiled as he felt pride in knowing Vulture has failed in his quest for vengeance.

"What's the matter, Toomes? Things not going according to plan?" Norman mocks.

"This is only a minor setback, it changes nothing, I still have you within my grasp and this time there's no panic room for you to hide behind, you're still going to pay for all you did to me." Vulture still determined.

"You're still carrying that grudge cause of what happened all those years ago, it's not my fault that you had to be played for a chump." Norman mocks.

Vulture felt insulted. "I thought I was doing a legit business deal on your behalf! I didn't think that I was going to be arrested for treason, you set me up Osborn! To matter worse, you forced me to take the fall for that crime by threatening my family, you destroyed my entire life!"

"What is it you really want, Toomes? An apology? Never going to happen, you should know that Norman Osborn never apologizes, ever!" Norman doesn't regret anything.

"Not even for your own wife, Emily? The mother of your son? Even when everyone turned their backs on me, your wife seemed to believe in me that I was innocent." Vulture said.

"It's because of you she got involved, getting too curious for her own good, that same curiosity was the reason I did what was necessary." Norman shows no remorse.

"But she wasn't the only one who paid for it with her life, was she? From what I've learned recently, you also ruined the lives of two people who came close to unraveling the truth, they died being dishonored, their names tainted cause of your deceptions." Vulture knows of Norman's other crimes.

"All three of those meddlesome fools died because they made the mistakes of crossing me, I wasn't going to stay by and let them undo everything I've work so hard to build, so I used my connections with certain associates to have them eliminated from the equation, permanently. Didn't matter what happened to their family afterwards, not even for my own son who lost his mother, nothing matters to me." Norman shows his true colors.

Vulture is disturbed by hearing what Norman is saying out of his own mouth, he absolutely shows no remorse nor regret for all the lives he's destroyed in order to protect himself, not even for his own son who lost his mother, Norman is pure evil in every way. Meanwhile Superior Spider-Man now Peter Parker is climbing back up to the floor to confront Vulture before he takes things any further with Norman, but he stopped at the last second and began losing control over himself as Otto Octavius now woke up and is back in control of Peter's body, Otto is surprised he's alive but looks around confused as to why he's climbing windows.

"How did I... never mind, still got a job to do." Superior Spider-Man is now Otto Octavius.

Superior Spider-Man is climbing up towards Norman's office to confront his old associate for almost killing Anna Maria and using his own invention for destruction, this time it's more personal for him. Meanwhile Vulture still wants to get rid of Norman Osborn, not just for his family, but for all the families Norman destroyed through his actions.

"You're a greater evil, Osborn, one that needs to be eliminated from the world." Vulture said.

"Then do it, kill me, you better do it Toomes, cause if you don't, I will come for you and everyone you still love will die!" Norman vows to kill.

Vulture felt more tempted in taking Norman's life after hearing the man threatening to kill his family, but before he could strike he got webbed up from the back and pulled away as Spider-Man arrived in time to stop Vulture from destroying Norman Osborn.

"Toomes, we still have some unfinished business!" Superior Spider-Man said.

"Spider-Man, always getting in my way! You have no idea the kind of man you're protecting, the things he's done!" Vulture said.

"I know exactly what kind of scumbag Norman Osborn is." Superior Spider-Man said.

"How dare you! You have any idea..." Norman suddenly got his mouth webbed up by Superior Spider-Man.

"Say another word Osborn and I'll be more than tempted to let Toomes finish you off." Superior Spider-Man threatens Osborn.

Vulture sliced off Spidey's web and looks at the hero stunned. "Honestly, didn't expect you to feel that way for Osborn, why the sudden change of heart?"

"Believe me, I have my own reasons to make Norman Osborn pay, but right now my biggest issue is with you, I'm going to make you pay for what you've done to her." Superior Spider-Man is angry.

"Who?" Vulture is even more confused.

Spider-Man charges in and attacks Vulture head on as the supervillain fires up his thrusters from his pack and flies around as both Norman and Menken are attempting to make a run while those two duke it out with each other, Spider-Man kept on punching the supervillain in the head with all his strength for trying to kill Anna Maria, Otto never felt this kind of rage before over one person, Anna Maria meant a lot to him, Vulture's visor is cracking as he flies away from the building along with Superior Spider-Man still clinging on, both of them are high up in the air, Vulture is attempting to strike back with his razor wings but Spider-Man unleashed his red razor spider legs to counter them, both are locked and evenly matched while up in the air.

"Why do you insist on stopping me? I'm not the bad guy here!" Vulture still in combat.

"Cause you almost killed a good woman along with many innocent people, in my book that makes you a bad guy!" Superior Spider-Man said.

Eventually Spider-Man's spider legs managed to strike at the flight pack on Vulture's back, piercing through the circuits and causing a malfunction, Vulture is losing control and having a hard time maintaining flight.

"YOU FOOL! YOU'LL KILL US BOTH!" Vulture yells out.

"If you're going down, then I'll take you with me!" Superior Spider-Man is willing to risk his life.

Vulture then managed to headbutt Superior Spider-Man off. "Not today!"

Superior Spider-Man is falling from far heights as Vulture is forced to make a retreat to escape due to the damage his tech suffered.

"THIS ISN'T OVER! I SHALL COME BACK ONE DAY, NORMAN WILL STILL PAY FOR EVERYTHING HE'S DONE!" Vulture vowing vengeance another time.

Superior Spider-Man is falling through the air until he got close enough to Oscorp Tower to fire off a web line at the antenna and swings himself towards the top, he saved himself in time but failed as Vulture has escaped once more, but the important thing is he saved the company and it's people from being blown up at the expense of destroying his life's work, but it was worth it, for Anna Maria. Norman comes back to his office to find Vulture far out in the air escaping, Vulture lost this battle and was forced to retreat as Spider-Man then came down and looks at Norman Osborn who was saved but neither of them are happy seeing one another.

"If you're expecting a thanks, forget it, never going to happen." Norman isn't pleased with Spider-Man.

"I don't want your thanks Osborn, just know that one day you will pay for everything you've done, mark my words, I will stop you." Superior Spider-Man made a vow.

Superior Spider-Man then jumps and swings away after saying everything he needed to say to Norman Osborn, Otto still hasn't forgiven Osborn for using him to complete the experiment at the expense of his own life, but his life isn't the only one that was ruined because of Osborn's cruelty, there had been other such as Vulture and Hydro-Man who suffered and their lives turned upside down as a result of that man. Norman Osborn clinched his hands in anger upon hearing that Spider-Man has just declared war against him, Norman is even more determined than ever to destroy Spider-Man himself one day.


Time is 7:34 PM at Anna Maria's apartment as Otto is in the shower cleaning up after a day of fighting Vulture and stopping his fusion reactor from killing lives, he was very fortunate to have survive such an experience but it was worth it for a good reason, sometime later he dried himself off and dressed up in proper clothes as the TV in the living room is showing recent news about his heroics in saving Oscorp as well as the city.

"More than an hour ago, the villain called Vulture has attacked Oscorp tower and all it's employees, all in the attempts to assassinate it's CEO Norman Osborn who still refused to comment about this incident, sources tells us that the prototype fusion reactor created none other than Dr. Otto Octavius came close to destroying the company and possibility most of the city, but thankfully Spider-Man arrived and stop the devastation from getting any worse, but unfortunately Vulture has escaped and is still at large, but for now people of New York City can rest easy..."

Otto smiled upon the city praising his heroics for saving it, suddenly the door opens and Anna Maria returned home safe and sound after having the most intense day of her life, Otto on the other hand is relieved that she's alright, Otto turns off the TV and walked over to Anna Maria, he bent down and hugs her tightly with relief, Anna Maria is surprised but she hugged him back as she needed it more than ever.

"Anna, thank god you're alright!" Otto/Peter hugging in relief.

"Me too Slick, me too, but I'm alright, I'm here." Anna Maria felt better in Otto/Peter's arms as they let go for some space.

"I heard on the news about Vulture making a commotion at Oscorp, I'm sorry this had to happen on this important day, I know you've wanted to take that internship at the company." Otto/Peter said.

"About that, I turned it down." Anna Maria said.

"You did? Why?" Otto/Peter looks stunned.

"After listening to your warning and everything I've seen there, Vulture felt wronged and the company taking credit for someone else's work, it opened up my eyes, so I turned them down." Anna Maria said.

"That's smart, I know it must be very hard to give up such a great opportunity..." Otto/Peter said.

"Don't worry about it Slick, I have another opportunity one day, just at a different company, after all science is still my passion. But the important thing is I'm glad to be home, here with you." Anna Maria said.

"I'm glad that you're here too Anna, I thought I'd lost you..." Otto/Peter said.

"Why..." Anna Maria asking with curiosity.

"Cause... you mean so much to me, not as a roommate or a friend, but... something more..." Otto/Peter being shy.

Anna Maria is stunned and felt touched in her heart upon hearing these words coming out of Peter's mouth, she reached out her hand to his left cheek and leans in closer, Anna Maria kissed Otto with such passion, both of them kept on kissing each other until they felt the need to catch their breath, they've stopped and processed everything they're feeling for one another.

"Wow..." Otto/Peter is amazed.

"Yeah... wow..." Anna Maria is equally amazed too.

Otto/Peter blushed. "So... what now?"

"I'm... feeling hungry... how about you?" Anna Maria blushing.

"Yeah, I could use a bite." Otto/Peter smiled.

"I do make a great Chicken Cacciatore, how does that sound?" Anna Maria asking.

"Sounds great." Otto/Peter smiled.

Anna Maria smile and felt better by that kiss she shared with Peter as she walks towards the kitchen to make a decent dinner for the both of them, Otto on the other hand is feeling great happiness for the first time in his life, he felt like a changed man from the moment he was reborn back into the world as Peter Parker, and it's not because of the person he's become, it's because of Anna Maria that he wanted to turn his life around, to be a great man for her, for the first time in his life, he's in love and he felt like his life is perfect, but for how long as unknown to Otto, Peter has something in mind to disrupt his perfect life, he only hopes his one and only gamble pays off before Otto figures it out.


It's 8:21 PM at Brooklyn Visions Academy as Miles Morales is finishing the work on his sketch, he just finished and smiled looking upon it as he puts away the pencil, he then rolls up the sketch as he plans to gives this as a gift, he leaves his dorm room afterwards and made his way towards the girls dormitory as he spotted Tiana heading towards her room looking distraught for some reason, something is on her mind that bother her.

Miles is running catching up. "Hey Tiana!"

Tiana stopped and look back. "Oh hey Miles, didn't notice you there."

"Everything alright? You seemed... troubled." Miles is worried.

"Oh, it's nothing, don't worry about me. What did you want to speak to me about?" Tiana asking.

"Actually, I just wanted to give you this." Miles handing her his gift.

Tiana took it and opens it up to gaze upon a sketch of her pretty face with great precision and talent.

Tiana smiles. "It's beautiful... Thank you Miles."

"Listen Tiana... I know that we've only know each other for a while, but just know that I'm here for you no matter what." Miles wants to be supportive of Tiana in her tough time.

"That's very sweet of you Miles, you're the nicest guy I've ever met, I'm lucky to have you in my life." Tiana felt better.

"And I like you too, Tiana." Miles confessed his feelings.

Tiana is stunned upon hearing these words while blushing. "What... did you say?"

Miles blushed feeling embarrassed. "Oh... did I just say it?"

"You said that... you like me... is that true?" Tiana asking about Miles's feelings for her.

Miles remained silent as he nods his heads. "Yes... I... like you, Tiana."

Miles is still shy upon confessing his feelings for Tiana as he has no idea what to expect as Tiana smiled warmly and leaned in to kiss Miles on the cheek, Miles then blushed upon feeling that kiss on his cheek, Tiana pulled by with a smile while blushing too.

"Tiana... I..." Miles being shy.

"It's about time... I like you too, Miles... thanks for the gift" Tiana felt a bit shy too.

Tiana felt happy as she walks back to her dorm room before giving one last look at Miles smiling back, he felt happy after having the courage to confess his feelings for Tiana, its a step towards a relationship, Tiana made it back to her dorm room and closed the door behind feeling happy that Miles likes her and she confessed her feelings too, she unrolls the sketch to see her picture and loves her gift. Tiana walks up and feeds her pet starling with seed and water, but what caught her attention is the envelope left on her desk, she went up to pick up the envelope to find out that it came from her grandfather whose name is unknown.

"Grandpa?" Tiana then opens up the envelope and finds a letter along with a thumb drive, she reads the letter. "Tiana, if you're reading this, I want you to know that I'm leaving town for a while, it's for your safety, I left you a gift, use it however you chose... I hope to see you again someday, Love Grandpa."

Tiana puts aside the letter along with the sketch as she sits down in front of her computer and plugs in the thumb drive into the sloth, she unlocks the contents of the drive to view schematics of flight tech, the very same flight tech created by Vulture himself, Tiana smiled upon the gift her grandfather Adrian Toomes left her as she plans to put it to good use for a good reason.

"Thank you Grandpa?" Tiana smiled.


Later back at Oscorp, the whole company suffered a serious blow courtesy of Vulture, the R & D department has suffered some damages and wrecked a few prototypes as Norman Osborn is here along with Donald Menken and Mendel Stromm, the damage to his R & D department will halt his progress in many upcoming projects and in turn affect Oscorp's profits, Vulture has dealt a serious blow to the company.

"Unacceptable, this is totally unacceptable, what's the result?" Norman demands an update.

"Most of the prototypes here are damaged and the research on the drives are somewhat salvageable, it'll take some time to get the department operational again." Mendel Stromm said.

"I see, what about Project OZ? Has that research been lost?" Norman is very curious in that subject.

"Luckily no Mr. Osborn, it's still being developed at Special Projects, it's completely off-the-books, the project it showing some promising results." Mendel Stromm assured.

"How long until it's completed?" Norman said.

"It's still a year away until its perfected, afterwards we can began human trials to create a new breed of super soldiers." Mendel Stromm said.

"Good, Project OZ plays a vital role in my plans more than ever, especially since my enemies are everywhere, see to it that it's completed as soon as possible." Norman demanded.

"Yes Mr. Osborn." Mendel Stromm excuse himself.

"I call in more personal to get this place up and running." Donald Menken started making some calls.

Norman Osborn has a vested interested in Project Oz, after what happened with Vulture recently, one of his enemies came back for vengeance and he wasn't the only one who dared to go after him, there's been Doctor Octopus and Hydro-Man, his past is coming back to haunt him in ways he didn't expect, he needs to be more prepared to face all his enemies head on, enemies like Spider-Man who dared declared war on him just now, he plans to use the power of Project OZ to destroy Spider-Man one day.


It's now 10:34 PM in Lower East Side at the apartment as Mary Jane is fixing up a snack for Ms. Lion as she didn't noticed the video message sent from Peter Parker recently hours ago, she poured in the food into the bowl and gave it to her dog to chow down, she then went to grab her phone as she finally noticed a video message on her text from Peter, she has no idea why her friend has sent her a text especially when he alienated everyone in his life, all of a sudden coming into the apartment is Gwen Stacy who just got back from patrol.

"Hey, how did it go?" Mary Jane said.

"Still no sign of Vulture, we think he's skipped town by now." Gwen said.

"That's good to hear, that means that Harry can go back to living his life without having to worry about anything." Mary Jane said.

"Yeah, with Vulture long gone, everything is back to normal." Gwen feeling uneasy.

Mary Jane sighs. "But that's not the only thing that bothering you."

"I hate that you know me too well." Gwen smiled.

"I'm sorry if I'm bringing this up again..." Mary Jane said.

"No, it's okay, to be honest, I... need someone to talk to, this is eating me up." Gwen said.

"About Peter or this Darius guy you've met?" Mary Jane said.

"Both, Darius... he's seem like a nice guy and I have to admit, I was very drawn to him like I felt an attraction to him, I came close to giving in but..." Gwen said.

"But you couldn't do it, maybe deep down you knew you couldn't go through it." Mary Jane said.

"Do you want to know why I couldn't do it with him? Peter... the moment I thought about him about, I couldn't bring myself to go through with it because... I still love him, despite all this heartbreak I still love Peter Parker with all my heart." Gwen confessed her true feelings for Peter.

Mary Jane sighs with disappointment. "I don't get it, what is up with Peter?!"

"I don't get it either, it's not just me he's pushed away, he's even pushed away Miles and Anya, he pretty much crossed the line by insulting the memory of Miles's uncle Aaron." Gwen said.

"He did what?" Mary Jane is stunned.

"It's true, he didn't even show any signs of regret the way he talked about it. I don't understands what's going on with Peter." Gwen said.

Mary Jane sighs. "You're not the only one, his Aunt came to see me earlier today, she had this sense that something is wrong with Peter and to be honest, I noticed it too."

"You might be right, the Peter Parker I know and love is a very caring and kind, I don't understand this sudden change in his character. What do you think is happening to him?" Gwen is suspecting something about Peter.

Oh, that reminds me." Mary Jane realized she forget something about Peter as she pulls out her phone. "Peter sent me a video recently on my text."

"Really? I thought that Pete stopped caring about everyone in his life, why would he suddenly send you a video?" Gwen is confused.

"I don't know, but he must have his reason, I haven't played it yet, if you want to leave..." Mary Jane is concerned.

"No... let's watch it together." Gwen is staying.

"Okay, together." Mary Jane said.

Both Gwen and Mary Jane sit together as she plays a video on his phone made by Peter Parker in his Superior Spider-Man suit, the background matches that of Oscorp, this is from earlier when the place was totaled by the reactor destruction, they're wondering why he would make this video and why without his mask on.

"Gwen, MJ... if you're getting this, please believe me, I don't have much time, so listen carefully... Doctor Octopus has survived, he came after me one night and took me against my will, he managed to build this machine to transfer his consciousness into my body, I know this sounds crazy but its the truth, I've been trapped inside my own body while he's been living as me for weeks, so whatever happens don't believe anything he's says or does, it wasn't me, please believe me... and Gwen, if you're getting this, I'm very sorry, I'm sorry I couldn't stop it... Please know that I love you, I'll always love you!" Peter explaining everything and warned them that it's Otto Octavius.

The recording has ended upon hearing everything Peter has told them about Otto being in his body, they're still having a hard time believing it, but Gwen could tell that it was her Peter who was talking to her, professing her love exactly like Peter would do, her heart is telling her to believe him but she and MJ are still doubtful about this whole thing.

"Is this right?" Mary Jane said.

"Peter saying Otto is still alive and he's inside his body *chuckles* it can't be, Otto is dead." Gwen is still doubtful.

"Can it? Think about it, Peter disappear for a moment a couple weeks ago, when he suddenly came back he was acting different. The news said that Otto died about two weeks ago, that was around the time Peter had changed." Mary Jane puts the pieces together.

"Yeah, but to take over his body? That's impossible, I mean this is Peter we're talking about, we would've notice something..." Gwen suddenly became stunned as did Mary Jane as they came to the same conclusion. "Oh my god..."

Mary Jane and Gwen both finally accepted the hard truth, Peter isn't Peter Parker anymore, he's Otto Octavius, Doc Ock is alive.

... To be continued.

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