MJ was visiting Peter at the Baxter Building; he still could not talk but was slowly beginning to control his motor functions.

"We're doing fine, Peter, but the girls do miss their father," said MJ, grasping his hand. "Also, he has replaced May's hip; she can now walk without the cane. Oh, and the security system that Hobie installed in my nightclub works like a charm. The vulture attacked the place, but he was immediately repelled."

MJ could talk to Peter for hours, but she knew that most of the time, Reed had to perform exercises so he could get better used to his muscles.

"We're looking after him, MJ," said Johnny as he escorted her out of the building.

"I know Johnny, but I had hoped that he would be back on his feet by now," said MJ.

"You still haven't told him?" Johnny asked, looking at her stomach.

MJ shook her head. "I haven't even told him about the new Spider-Man. The only thing that should be on his mind right now is to get better."

"Just saying it might come as a shock."

"I'm sure it will, but if he knew that Otto was running around pretending to be him, he might work himself to death trying to get better."

"That does sound like Pete," Johnny agreed.

Gayle was again on a date with John; they were at a fancy restaurant this time.

"You really pulled out all the stops, didn't you?" said Gayle.

"Anything for my girl," John winked. "So, how are things at Parker Industries without Peter running the show?"

"We do have enough scientists now actually to produce results, but Peter was always the one that produced the ideas. Harry's smart but more of a businessman than a scientist. Plus, he's concerned about his father walking around."

John shook his head. "The sooner they catch Osborn, the better. Say you don't think he had anything to do with Peter being in a coma, do you? It sounds like the sort of thing he would do."

Gayle shook her head. "No, we don't think so. Speaking of fathers, how's yours doing?"

"Oh, don't get me started," John sighed. "He's decided to give the Raft over to that new Spider-Man. Don't tell anyone I said this, but he actually blackmailed my father into giving it to him."

"So, as your father, right for putting his trust in him."

"Gramps pretty much said the same thing. By the way, I hear that your sister is pregnant again."

Gayle nodded. "Yes, and she couldn't be any more excited. It's just a shame she couldn't help Peter before."

"It'll be a nice surprise for him when he does wake up," said John.

Otto was rather pleased with himself thanks to his blackmailing Mayor Jameson; he now had full reign of New York City. Crime had also gone down as his Spider-bots didn't report any incidents, though his heavy-handed approach was starting to earn the ire of the Avengers.

He also had to stay one step ahead of the Scarlet Spider and Ghost Spider; he was somewhat thankful that Mary Jane was pregnant, meaning she could not go after him herself. He was also doing particularly well at earning his doctorate, and his relationship with Anna was skyrocketing.

In fact, the two of them were on a date right now at the Coffee Bean.

"This is quite nice, Slick," she said.

"I figured we could do with a break after our hard work," Otto shrugged.

"What do you plan to do after you get your doctorate?" Anna asked. "With your smart, you could easily land a position at Parker Industries."

"I don't think I'm suited to work under any; I'd rather be my own boss," said Otto.

"So you plan to start your own company?"

"Too soon to say; I want to get my PhD before I make any big plans."

"There is your coffee," said a voice.

Otto was rather surprised to see that Ben Reilly was giving them their order.

"Thank you," said Otto and frowned at him. "Aren't you the manager? Why are you waiting on tables?"

"I do get familiar with my customers; I'm a people person," said Ben. He then frowned and looked at Otto curiously. "Say, having met you, look familiar?"

"I doubted this is my first time here," he said.

"Must be my imagination, then," said Ben.

The door opened, and Otto was even more surprised to see who was entering the Coffee Bean. Sitting at the table opposite them were Gwen Stacy, Liz Allen, Mary Jane, Felicia Hardy and Carlie Cooper.

Anna followed his gaze and was surprised. "I didn't expect to see the CEO of Alchemax or Peter Parker's wife show up here."

"Yes, it is unexpected," Otto agreed.

The girls sat at their table, and Ben began to take their order.

"Gayle just informed me that the new Spider-Man is blackmailing a beloved mayor," MJ whispered.

"That's all we need, him having a politician in his back pocket," said Gwen.

"On which note, Jonah has asked Alchemax to upgrade his Spider-Slayers," said Liz. "Unfortunately, I couldn't think of a good excuse to refuse, but you can bet that he'll use them on our not-so-friendly neighbourhood, Spider-Man."

"He nearly beat me to a pulp when I was stalking him; if Flash hadn't arrived in time to save me, who knows what he would do to me," said Felicia.

"Yuri and I managed to recover some documents, which are transactions with his equipment, using a secret account," said Carlie.

"Which more or less confirmed what you've been saying, this new Spider-Man is indeed Otto Octavius," said Liz. "I'm a little bit more concerned, Norman Osborn; he's on the loose."

"We're all concerned, Liz, especially me," said MJ. "However, there's not a lot we can do about Norman until Peter is back in the fray."

"After you, one thing is no way I'll let that monster anywhere near my son or stepson for that matter," said Liz.

"Let's do one battle at a time," said Gwen, then noticed both Anna and Otto sitting at the opposite table. "Say, doesn't that by look familiar?"

All the girls looked directly at Otto.

"Yeah, he does," MJ agreed.

"But I finger on it," said Felicia.

Ben then arrived at their table with their order.

"Hey, Ben, who are those two?" Carlie asked, pointing at Anna and Otto.

Ben looked at the couple. "From what I understand from Empire State University, the little lady is that guy's tutor and girlfriend, apparently. Though I swear, I've seen that guy before."

"Yeah, same here," said Gwen.

Otto could see them staring at him, and he was worried they might figure out who he was.

"How about we go to a place where everyone is not staring at us?" he suggested.

"I think they're staring at you more than me," said Anna.

"Well, I don't like it that they're staring at me."

The girls watched as Otto and Anna left the Coffee Bean.

Carlie then rose to her feet. "I need to check on something; I'll get back to you guys."

Otto continued his campaign to control the entire city of New York, and it was working; crime had gone down exponentially. He finally earned his doctorate and was now slowly creating his own company.

He decided to work alongside Sajani Jaffrey; he remembered from Parker's memories that she was brilliant and ambitious. Everything seemed to be going well, but one day, chaos erupted, and the entire city was now under siege by people dressed as goblins.

He knew instantly that Norman Osborn was responsible for this, but he had no idea how. His spider bots weren't registering any disturbances, contrary to what he could see. He soon had a face-to-face with the man himself.

"Ah, so you're the new Spider-Man," said Osborn, offering him a seat in his lair. "I really should thank you. If it weren't for you, I would never have been able to establish that he criminal organisation."

"Would you mean by that?" Otto asked.

Osborn laughed. "You really have no clue, do you? You see when you were so focused on taking down the big crime bosses, you neglected to capture their underlings."

"What is that matter?" Otto asked. "They pose no threat, and it was easy enough for the police to apprehend."

"That's where you're wrong," Osborn smiled. "You see, there were far too many for the police to capture, and I was more than willing to give them a home. I absorbed all those men into my organisation, making me the most powerful crime boss in the city. He even gave them an upgrade with my goblin serum."

Otto couldn't believe it; all the work he had put in over the past month had suddenly gone to waste.

"The real Spider-Man, of course, would never have let that happen, but I suppose it is easy for you to overlook such details," Norman smiled. "After all, you've never had a massive amount of underlings under your control. Isn't that right, Otto?"

Otto's eyes widened. "H-How did you know?"

"It was all thanks to Carlie Cooper, the friend to the real Spider-Man," said Osborn as he pulled out a journal. "She was able to connect all the dots; she wrote that you were in control of Spider-Man's body. I must say I am impressed. I spent years trying to get under his skin, and you achieved it."

"What do you want, Osborn?" Otto asked.

"We don't have to be enemies, Otto; we can work together and rule this city," said Osborn. "Be honest, the city hasn't really taken to you as you hoped. And you call yourself the Superior Spider-Man; you're nothing more than a pretender. Face it, Otto, you make a much better villain than you do hero."

"My guy would work with the likes of you, Osborn."

Osborn sighed in disappointment. "I was hoping you would see reason, but I guess I was wrong."

Osborn then attempted to kill him, but fortunately, Otto had the sense not to go there in person and sent a holographic image of himself. Unfortunately, his victory was short-lived, as his base of operations was immediately attacked.

Gwen and Ben were doing their best to apprehend all these rogue goblins swarming the streets.

"This is crazy," said Gwen.

"And suppose you have any memory of this happening in the alternate reality?" Ben asked.

"Unfortunately, this is exactly what happened when Otto was in control of Peter's body," said Gwen regretfully.

"Yuri told me about Carlie's disappearance, and it looked as if she had been abducted," said Ben. "She also mentioned that she was rather suspicious of a guy named Elliott Tolliver."

"I think I've heard that name. Isn't that the guy who started that company completely out of nowhere, Tolliver Industries or something?" Gwen asked.

"Yeah, and he was the same guy in the Coffee Bean a week ago," Ben added.

"Maybe we should pay this guy a visit," Gwen suggested.

"I was thinking the same thing, but we can hardly leave the city to its own devices now it's been invaded by goblins," said Ben.

"Then what you say we split up?" Gwen suggested.

"Good idea," said Ben, firing a web line. I really hope that Peter gets back in the game quickly; we need all the manpower we can get."

Gwen had successfully found Carlie, but he had been goblinfied; for some reason, she was attacking Elliott Tolliver. Gwen Watford asked the guy a few questions but knew that Carlie needed her help more.

She quickly carried Carlie to Parker Industries, where Harry was already working on a goblin cure.

"When I first saw the goblins, I knew we had to make a cure," said Harry. "This is actually based on the serum that you gave me years ago."

"Octavius created it in that alternate reality," Gwen explained.

Harry looked at her and shook his head. "No way I'm thanking Octavius for saving my life, especially what he'd done to my best friend."

"Trust me, I know the feeling," said Gwen and then turned her eyes to the unconscious Carlie on the table. "She's not going to end up in a coma like you did, right?"

"I don't know, she's gonna be our first guinea pig," said Harry.

"That's not at all comforting."

"Here goes nothing," said Harry, injecting Carlie with the cure.

They all looked down at Carlie, and for the first few moments, nothing happened, but then suddenly, they heard goblin features begin to disappear.

"It worked," Gwen beamed.

"One down, just a few hundred thousand left to go," said Harry.

The entire city was a war zone, and the Avengers were stretched thin, trying to bite back into the goblins and civilians.

Liz was at the Mayor's office trying to convince Jonah to have his Spider-Slayer army help the people.

"Jonah, we really should use those Spider-Slayers to help everyone," said Liz.

"Those Spider-Slayers are supposed to bring Spider-Man down; I know he's involved in this," said Jonah.

"You can't be serious, Jonah," said Glory, looking appalled. "The city is in chaos, and all you're fixated on is your crazy vendetta on Spider-Man."

"And let's not forget that this new Spider-Man is different from the one we know," Jay added.

"They are effectively two different people," said Liz. "Plus, the goblins' involvement indicates that it's Norman Osborn behind this, not Spider-Man."

"It could be a trick," said Jonah.

"I've had enough of this administration," said Glory, storming out of the office. "You promised your wife that you would let go of your hate. If you don't do it for her, you never will."

"I am with her," said Jay as he stormed out.

Otto had difficulty contemplating what was going on, and things got worse as Osborn began destroying everything connected to him: his childhood home, places where he used to work, places where his equipment was stored, and places he saved as Spider-Man. Only because he had killed Parker now was he taking his frustrations out on him.

Things got even worse when Jameson and his Spider-Slayers suddenly attacked him. Both Ghost Spider and Scarlet Spider then arrived to assist; they tried to deactivate them with a device no doubt given to them by Liz Allens. However, they were then hijacked by none other than Osborn himself.

"How did Osborn get control of the Slayers?" said Ghost Spider.

"Who knows, but that's a question we'll have to ask Liz if we survive this," said Scarlet Spider.

"Another the banter, we have more important matters to deal with," said Otto.

"We don't take orders from you," Ghost Spider spat.

"I am the only one capable of leading," Otto snapped back.

"This is quite the funny show," Osborn laughed. "But you know what, it needs a little drama. How about a damsel in distress? Just look what I've got."

Otto's eyes widened as he saw that the monitor was Anna Maria, who was being held by Menace.

"Just show them how terrified you are, my dear," said Osborn.

"Spider-Man, don't! It's a trap!" Anna cried.

Otto then suddenly took off, leaving Ghost Spider and Scarlet Spider to deal with the Spider-Slayers.

MJ was currently at the Baxter Building with the girls, the safest place in the city. She was now watching the news report that showed Jonah taking flak for what happened to the Spider-Slayers.

"Mayor Jameson, these tax fund Spider-Slayers are now attacking authorities. Will you now resign in the face of this ultimate disaster?"

"All of this is Spider-Man's fault!" Jonah roared. "He coerced me—"

"Coerced you how?"

"I didn't build these damn things!" Jonah yelled. "They were built by Alchemax."

"They were built with the intent of helping people," said Liz. "You were the one that sent them straight after Spider-Man instead of helping citizens. I also warn you they weren't quite ready for combat yet."

"Mommy, are we going to be all right?" May asked.

"We'll be perfectly safe, hotshot," said MJ, hugging both girls. "I won't let anything happen to either of you."

"I wish Pappa were awake," said April, looking at Peter.

"So do I, sweetheart, so do I," said MJ, looking back at the girls. I want you two to go to your beds and try to get some sleep. I'm sure everything will be much better in the morning."

The girls nodded and reluctantly made their way to their bedroom. MJ then walked over to Peter and grasped his hand.

"We need you, Tiger, now more than ever," she said, kissing him on the forehead.

Then, suddenly, Pete began to move.

Otto was desperately trying to locate Anna, ignoring Menace and making his way to the subway. Then, he encountered a small girl by the name of Amy Chen, who had been one of his victims when he tried to burn the earth. He had performed brain surgery on her to save her, and now a train was steaming straight towards her.

He just stood there in shock, not knowing what to do, when Parker suddenly jumped out of nowhere. Otto watched as he jumped in and saved the girl without hesitation moments before the train shot by.

"You're safe now," Peter told the girl, who cried in his arms.

Otto just stared at him. "How are you alive?"

"I'm alive because of my friends; let's get this little girl someplace safe," said Parker.

Once they were on the surface, Parker handed the girl over to a policewoman.

"Look after," said Peter.

The policewoman nodded. "It's great having you back, Spider-Man; I knew he was a pretender all along."

Otto just stood there; he didn't know what to say.

Peter immediately led Otto back to Gwen and Ben as they were still struggling to battle against the Spider-Slayers.

"I didn't think it was possible, but you managed to annoy Jonah more than I ever did," said Peter, somewhat impressed.

"It wasn't all that difficult, to be honest," said Otto.

They immediately jumped in and helped Gwen and Ben.

"Peter, you're back," said Gwen, hugging him tightly.

"Easy, Gwen, I only just got back on my feet," Peter winced.

"Sorry," she said, releasing him.

"As grateful as I am to have you back, why did you bring him along?" Ben asked, pointing at Otto.

"Because, like it or not, we need all the help we can get," said Peter.

Gwen looked at him, shocked. "You seriously want to work with him? He nearly killed you and ruined your reputation!"

"Not to mention he's the cause of all this mess," Ben added.

"Just trust me on this, guys; believe me, it wasn't easy dragging him along," said Peter.

"How were you able to find me anyway?" Otto asked.

"I had some help with my wife," said Peter.

"I'll always back you up, Tiger," said MJ on their comms.

"MJ, where are you?" Gwen asked.

"I'm still in the Baxter Building with the girls, but I'm monitoring everything from here," she said as she looked through the screens. "There seems to be quite a bit of activity at Alchemax."

"It would make sense that Osborn would target Alchemax; it's where his grandson lives," said Peter.

"I've been trying to get hold of Liz, but something's blocking me."

"All this is interesting, but my main concern is Anna Marie," said Otto.

"Octavius, if Osborn is there, then there's a good chance that your girlfriend is there as well," said Peter, folding his arms. "Trust me, he'll keep a close at hand and will only deal the devastating blow when you show up."

"And Harry has already created a cure for the goblin serum," said Gwen as she pulled out several vials of the cure. "

"Then we better move and fast," said Peter.

They immediately swung towards Alchemax, and sure enough, they were already under siege led by Menace. They wasted no time injecting Menace with the cure, turning her back to normal.

"Peter?" Liz stared.

"Hey, Liz, sorry if we cut it a bit fine," said Peter.

"The timing is perfect; I don't know what went wrong with the Spider-Slayers," said Liz confused. "I was sure that we double-check everything before sending them out into the field, but Jameson did rush things again."

"We don't have time for this meet and greet; Anna Marie is in danger," said Otto.

"I don't think you're in any position to give orders," said Gwwn, folding her arms.

"What's he doing here anyway?" Liz asked, gesturing her head towards Otto.

"I'm here to help," said Otto grudgingly.

"Oh, I think you helped enough already," Liz glared.

"All right, that's enough," said Peter. "We need to stop Norman before things get worse."

"Then you should try the roof and getting a lot of reports of commotion up there," Liz suggested.

"I should meet Osborn; he may not be aware the rest of you are here," said Otto and looked at Peter. "Especially you, Parker."

"All right, let's put an end to this chaos," said Peter.

Norman was indeed on the roof with Anna Marie, and he placed pumpkin bombs all over the place. Otto met him on the roof and distracted him long enough for Peter and the others to act. Otto immediately rushed to Anna, and they began disarming the bombs together.

However, the biggest shock was discovering that it was not Norman behind the mask, which no doubt explained why Otto's spiderbots failed to pick up on him. Liz recognised him as Mason Banks, who had been helping her run the company. Peter suspected that he had plastic surgery done to his face so no one would recognise him.

Unfortunately, before they could delve any deeper, there was a small explosion that not everyone back, and Norman used this opportunity to escape.

Otto watched from the sidelines as everyone congratulated Parker, and he had to admit he was the Superior Spider-Man.

"What are you gonna do now?" Gwen asked.

"I don't know, but Osborn was right. I am no hero," said Otto.

"Got that right," said Gwen spitefully.

"I'm sorry about your father, and I was alone calling him a fool," said Otto honestly. "I don't expect you to forgive me."

"I won't," she said.

"I think it's time for Elliott Tolliver to disappear," said Otto.

"What about Anna Marie?" Gwen asked.

"That thing that I died, it would be better than knowing the truth of who I am."

"Shouldn't you let her decide that?"

"It's better this way."

Gwen then watched as Otto disappeared.

When Peter got home, he was met with quite the welcome party.

"I see everyone missed me," Peter smiled.

"Oh, it's so great having you back, Peter," said Aunt May, hugging him tightly.

"Indeed, it's nice to have you back in the land of the living, Master Peter," Jarvis nodded.

"I'm just sorry I didn't wake up soon," Pete apologised.

"It wasn't your fault," said Gwen.

"Yeah, it's not your fault that your second archenemy decided to switch minds with you," Ben nodded.

"Or that Jameson decided to back the wrong horse," Gayle added.

"Wish he didn't have to resign as Mayor. It wasn't entirely his fault," said Peter.

"Of course, it was his fault," said Harry. "He was the one to decide to trust Otto against all sensible advice."

"There's still a lot of work to do repairing the city and trying to track down Norman," said Peter.

"That can wait until tomorrow," said MJ, smiling at him. "Right now, I've got some news for you that I've been longing to tell you for the past couple of months."

"What's that?"

MJ beamed. "I'm pregnant."