Chapter 12: Mad Doctor

Friday, June 2, 11:38 pm…

New York Penitentiary…

Kraven sat in his cell observing the guard patterns as they walked by, waiting patiently for an opportunity to strike. The hunter didn't plan on staying in prison for much longer as he still had some unfinished business with Spider-Man.

But he was caught off guard by a new smell in the prison. He had familiarized himself with the scent of every guard and item in the prison, but something new had arrived. The sound of metal bars scratching against each other increased as soft footsteps approached Kraven's cell.

"Kravinoff." A Guard bellowed as he stood in front of Kraven's cell.

"Your lawyer is here to see you." The Guard reported as he opened the cell, and a black-suited man walked in.

Kraven tightened his fists as he watched the man enter his cell. As the cell door closed, the supposed lawyer gave the guard a look making the guard leave his post. This surprised Kraven, but he wasn't going to let his guard down as he didn't have a lawyer in this country.

"Who are you?" Kraven questioned as the lawyer opened his briefcase.

"My employer has hired me to get you out of prison. He has a business proposition for you." The Lawyer stated as he pulled out a tablet, and a video call started.

"Greetings Mr. Kravinoff. I am Wilson Fisk." Kingpin introduced himself as he appeared on the screen.

"Ah that voice! So this is the true identity of the Kingpin." Kraven commented as he looked at Fisk recognizing his voice from their previous exchange that allowed Kraven to kidnap Jett and the other teens.

"What do you want from me?" Kraven inquired as he eyed the tablet.

"I want to know about your findings on activating the metagene." Kingpin explained as he placed his hands in front of himself.

"To go to such lengths to want information like that. You must be have bigger plans ahead from those I've heard." Kraven commented as he stroked his beard.

"Indeed. In return for your cooperation, I will give you your freedom and all the supplies you might need to kill our…mutual enemy." Kingpin replied as Kraven smirked.

"You're talking about Spider-Man, are you not?" Kraven asked.

"The very same. So what do you say?" Kingpin inquired as Kraven chuckled.


Tuesday, June 6, 10:06 am…

Curt Conners Home…

New York…

Jay slowly pushed himself out of his bed as his eyes strained to stay open. Being able to finally sleep in after being out all night as Spider-Man was nice. He only wished that summer would last forever, but of course, it wouldn't.

Slowly slipping out of bed, Jay stretched out and cracked his back as it was still stiff from the night prior. He had been staking out a local drug operation he believed was connected to Kingpin and the people he and Maya had taken out a few weeks prior.

Unfortunately, it had some of the exo goons, and one managed to nail him pretty good in the back. It didn't do any significant damage, but it made it really sore. However, he had managed to take them down and leave them for the police to find.

But for some reason, a lot of whatever was being kept there seemed to be stolen when he arrived. When he was done apprehending the goons, he inspected a large hole that led to the sewers. Sadly he couldn't figure out what had happened before the police arrived, so he had to leave.

Walking over to his desk, he moved many of the flasks and vials that cluttered it before checking some of the liquid and realizing it was ready. Most of what he had was his new web fluid he was making from the money he earned from winning third place in the science fair.

He had made a super adhesive from the materials he had left for his web fluid which got him just in third. Though he was in third place, he got a consolation prize of two thousand dollars which was enough for him.

Opening up his father's laptop, he opened up the video he had been watching the previous day on spider web techniques. He realized that he might be able to mimic these techniques on a larger scale to catch the bad guys.

Unfortunately, he hadn't had much practice with them, but he hoped he could get some in soon. His thoughts were interrupted by his stomach growling, screaming at him to eat something. Getting up from his desk, he trudged downstairs, wiping his sleepy eyes.

It seemed that Curt had gone out to begin his summer school job, leaving Jay all alone as he opened the fridge to see what they had. Ever since he had been bitten by that spider, his hunger had increased greatly. Thankfully it wasn't too bad, and four hot pockets would be enough.

Shoving them all into the microwave to save time, he turned on the TV to see if anything big was happening. Of course, he made sure to watch the Daily Bugle as he didn't want Godfrey to irritate him just as he woke up. Then again, sometimes it got a good laugh about it at times.

"Good Morning New York. Today, we have shocking developments in the case against Sergei Kravinoff, the man who had local children kidnapped so he could HUNT THEM!" Jonah began catching Jay's immediate attention.

"Unfortunately, seeing as he himself was not the one who kidnapped those kids, nor did he do anything on U.S. soil, and since it can't be "proven" that he had them kidnapped." Jonah continued as Jay scowled.

"This monster is being set free! Even though plenty of witness testimony prove that he did these things!" Jonah shouted as he stood up from his chair.

"What's going to stop this lunatic from trying this again?!" Jonah questioned as Jay turned off the TV.

"If Kraven's getting out, I doubt he's going to stop his hunting. Perhaps I should keep a watch on him." Jay thought as he grabbed his hot pockets.

Once done, Jay grabbed onto his suit and loaded up on web fluid, and jumped out his bedroom window. If he was going to keep an eye on Kraven, he needed to know where he was going. That meant he needed to watch New York Penitentiary and place a tracer on him when he leaves.

"Thank you Jett," Spidey smirked as he ran on the walls of several buildings.

"Now that I think about it, I don't know when Kraven will be let out. I should have brought a book." Spider-Man noted as he ran on top of a truck.

"I'll just listen to the Yankee's game." Spider-Man decided as he zipped off a building.

"Man, things are getting boring without Jett around." Spidey sighed as he continued on his way.

It had only been a week and a half since his friend had gone to Taos, and things were already getting boring. Since he didn't have any other friends, he didn't have much else to do besides his hero work and his volunteer time at F.E.A.S.T.

Thankfully at least he hadn't encountered any more…supervillains? Is that what he should call them? It felt right, but at the same time, it might not be entirely correct. Either way, he hadn't encountered any other super beings for a while, so his life wasn't so bad.

He also hadn't seen that Maya girl as well, and he wasn't going to complain about that. She was such an odd person. First, she attacks him, then she acts friendly toward him before blowing up at him for no reason.

"I really hope I don't attract anyone else like her." Spider-Man sighed as an explosion rang off in the distance behind him.

"That can't be good," Spider-Man murmured as he saw the smokestack in the distance.

Turning from the smokestack, he looked toward the direction where the prison was, then back at the smokestack. While Kraven would be a threat if he got out, he knew that he couldn't ignore whatever was happening as people might be hurt.

"Kraven will have to wait for later." Spider-Man thought as he swung off.

Jumping from building to building, Spidey noticed that the smoke was coming from Lexcorp, which surprised the arachnid hero as the security there was top notch. Whatever was happening, there couldn't be anything good.

When he arrived, he saw that the smoke was coming from the loading zone of the building, where he could hear gunshots firing. Jumping to action, Spidey swung to the back of the building and narrowly avoided several bullets as he landed on the building.

What he saw shocked him as a masked man with red glasses attacked the guards with four metallic arms attached to his back. The arms had tremendous strength as they easily lifted the trucks that held heavy cargo and throw them.

Somehow this one man with metallic arms that seemed very familiar to Spidey was holding off dozens of armed guards as he blocked bullets with his arms before attacking. As the man threw another truck at a group of guards, Spidey intervened by firing a web line to stop it just short.

"Hey buddy, I don't think throwing trucks is going to get whatever you want," Spider-Man commented as he dropped down between the man and the guards.

"Spider-Man! Grrrhhh…stay out of this arachnid! It doesn't concern you!" The Man demanded as he sent one of his metal arms rocketing toward Spidey.

Bending back, Spider-Man avoided being hit by the arm as it zoomed over his body at a frightening speed. If it weren't for his fast reflexes, he would have been hit by the arm, but instead, he grabbed onto it.

"Now now, let's not get out of hand here….you know what? That didn't feel right. Let me try aga…." Spider-Man snipped until the man retracted the arm, pulling Spider-Man along with it.

"I don't have time for pests!" The Man shouted as he flung Spidey into the air before grabbing onto him with another arm and slamming him to the ground.

With a loud thud, the ground cracked below Spider-Man as the metal arm pinned him there. The arachnid hero attempted to push the arm off, but it was too strong even for him. He was then lifted into the air and tossed into a truck.

When he recovered, he jumped out of the way as the arms broke in and attacked him. Jumping to the ceiling, he shot webs at the arms that entered, pinning them to the container. It didn't do much as the arms just pulled out of the webs and knocked the truck to its side.

Quickly getting up, Spider-Man broke through the container doors as the man lifted it up and threw it away. The man then launched another attack at Spider-Man, forcing the arachnid to jump over the arm. He then fired a web to pull himself away from another attack.

But the arms moved faster than he could maneuver in the air knocking him down to the ground. The man then picked Spidey up and threw him into the air before grabbing him and swinging him to the ground pinning him there.

The attack was so strong it knocked the air out of Spidey as his chest felt like it was on fire, making him believe that one or more of his ribs were broken. With the man focused on Spider-Man, the guards took the chance to open fire once more.

Sick of being shot at, the man grabbed onto two trucks and used them as shields as he broke into the building. Meanwhile, Spider-Man slowly got up, catching his breath as he gripped his burning chest.

"Shit, that hurt," Spider-Man muttered as he limped after the man.

"So this is what it's like to break a bone. Note to self: break less bones." Spider-Man sighed as he pushed through the bay door.

When he entered the building, he could hear the man moving around with metal clanks. It didn't take long for him to find the man rummaging through all the boxes with his mechanical arms before ripping out a small chip and pocketing it.

"Really? All this fuss over a small chip. It better be worth the beating buddy." Spider-Man shouted as he jumped out of the way of a metal arm.

"My last attack was enough to break just one of your bones arachnid. I won't be so gentle this time!" The Man stated as he swung another arm at Spidey.

Spider-Man managed to dodge the attack, but a second came in and pinned him to the wall behind him, cracking it. Spidey attempted to push the arm off, but it was surprisingly strong. As a second one came rushing in, Spider-Man had to act fast as he shot a web at the man's glasses.

The move blinded him, causing his attack to miss and giving Spidey enough leeway to push the other arm off of him to free himself. Crawling up the wall, he shot two webs on either side of the man before zipping himself at the man and kicking him down.

Jumping off him, Spider-Man fired several webs to pin the man to the ground as he took a breather to rest his burning chest. But It didn't last long as the guards broke into the building and fired off without warning at Spidey.

But this time, they did not fire with bullets but with lasers, the same that Lexcorp made for the military. Spider-Man was forced to jump away, knowing that he wasn't laser-proof. He couldn't let any hit him. Unfortunately, it gave the man an opportunity to break free of Spidey's webs.

The man used his metal arms to break through the nearby wall to escape leaving Spider-Man with the guards. Spidey attempted to go after him, but it seemed that the guards had turned their focus on the hero as they fired at him, keeping him from escaping.

"This is the worst time for this to happen." Spidey sighed as he took cover behind several boxes.

"Just when I thought I was in the clear for a little bit from this crap," Spider-Man muttered as he came up with a plan of action.

Crawling up the wall as fast as he could, Spider-Man fired several webs around the room while doing his best to avoid the shots from the guards. Soon he was ready as he had created a large web over the guards.

It didn't take long for one of them to shoot the web in an attempt to break it, but that was all according to Spider-Man's plan. When one broke, it led to another snapping, causing a cascade to break off and force several boxes and heavy equipment to fall down on the guards forcing them back.

"All that research paid off," Spider-Man smirked as he lept through the hole the man made.

Unfortunately, the man was long gone as the police converged on the scene. Not wanting to take the rap for this, Spidey swung off to head back home to rest off his broken bones. He was in no condition to deal with any more inconveniences.

"I lost whoever that guy was and Kraven," Spidey noted as he knew there was no way he could go after Kraven in his condition.

"Good job, Spider-Man. Good Job." Spider-Man sighed as he limped back home.


Elsewhere…

Otto Octavius moved the heavy metal doors to the warehouse he had appropriated for his work. His latest trip to Lexcorp, while proving more difficult than he initially anticipated, was a success as he got the microchip he was after.

But the appearance of Spider-Man may prove to be an annoyance. Otto had timed his attack specifically during a time the arachnid wouldn't be out, yet he was. It seemed his patrol pattern had changed in recent days, which caused the problem.

Thankfully his arms were stronger than Spider-Man, and he could easily eliminate him if necessary. Though the doctor wished to avoid doing so but he couldn't allow the hero to interfere with his work. His work would make the world far better than Spider-Man could.

"If he goes out now during the days, what changed," Otto murmured as he looked at the many boards scattered around the warehouse.

Each had its own plan and theorem on it. One for breaking into Wayne Industries, another for Lexcorp, and of course, one for Oscorp. The one he went toward currently was the one accounting for Spider-Man.

Originally he simply believed Spider-Man worked in the evening and at night when crime was higher, but it seems his original assumption was incorrect. It could be that he was restricted to those times because something was stopping him.

"Could it be that Spider-Man is a student out for the summer?" Otto wondered as he adjusted the board.

"Interesting. But either way, it doesn't matter." Otto muttered as he turned his attention to the large computer he was building.

"With this microchip, my supercomputer is finally finished," Otto smirked as the computer sprung to life.

"Now, I just need my old research back from Oscorp and the money needed to fund my work, and I'll be back on my feet," Otto noted as he turned back to the boards.

After his raid on Lexcorp, no doubt law enforcement would connect it to his previous attack on Wayne Industries and increase security on Oscorp. That is why he must be patient and start with the money he needs first.

Which meant breaking into and emptying the back for his work. Just the thought of it made him question his actions and his morals. He questioned if what he was doing was truly right. Plus, if he was caught, no matter what he made, no one would use it.

He'd be locked up, and he'd never be able to make a change in this cruel, unforgiving world. The negative questioning thoughts ran rampant through his head as he could only hear ringing through his ears. But the image of his dead family put a stop to all of it.

The image of holding his wife's deceased body and being unable to see his son in the crushed car as his blood leaked out. Otto had cried for any of the heroes that were there to help, but his cries fell on deaf ears. All those awful memories served to drive him further down the rabbit hole.

"Never again." Otto hissed as he grabbed onto the board for the Superior Bank of New York.


Curtis Conners Home…

Rolling over the fence, Jay tore off his mask and took off the top of his suit before hobbling into the kitchen through the sliding glass door. He scrummaged through the drawers to grab a bag and filled it with plenty of ice from the freezer, and placed it on his purple chest.

"Owww…" Jay groaned as Curt walked into the kitchen, stopping at the sight of Jay sitting at the table.

"Hi, Uncle Curt. You're home early." Jay smiled as Curt placed the papers he had on him down.

"What the hell happened to you?" Curt inquired as he inspected Jay's chest.

"Aw, this guy…he had four big metal arms. I think he broke one of my ribs," Jay explained as he put the bag of ice back.

"Four metal arms? Where was this?" Curt asked as he pulled out the first aid kit.

"Lexcorp…he was after some computer chip. His mechanical arms were really impressive. Jett would have liked it." Jay answered as Curt took opened the first aid kit.

"Here, move your hand." Curt insisted as he treated Jay's wound.

"It's times like these that I question my decision to let you continue being Spider-Man." Curt sighed as Jay winced in pain.

"If I don't do it, then who will?" Jay replied as he thought about the man he had fought.

Those metal arms looked so familiar he just couldn't put his finger on where he had seen them before. That is until his thoughts went back to the day he was bitten by the spider that gave him his powers at Oscorp. During that trip, he had seen those arms in the lab of one Otto Octavius.

"It's Dr. Octavius…" Jay murmured as he stared at the ceiling.

"I'm sorry. What do you mean?" Curt questioned as he looked up at Jay.

"The man who attacked Lexcorp today. It was Otto Octavius." Jay answered as he got up from the chair.

"Sit down. You need to rest and think about what you are saying." Curt insisted as he pushed Jay back into the chair.

"Otto Octavius is a very distinguished scientist and a good man. Why would he do what you're claiming?" Curt inquired as Jay grabbed the bag of ice once more.

"But I saw those arms before in his lab at Oscorp. Either way, he's involved somehow." Jay responded as Curt closed the first aid kit.

"Or someone stole his work." Curt pointed out as he put the first aid kit away.

"I guess. But still, it's a lead on this guy. I just need to pay Otto Octavius a visit…." Jay stated as he got up and flinched from the pain.

"I'm going to uh…rest for a little bit before I do so," Jay murmured as he limped to his room.

"That's a good idea." Curt nodded as he watched Jay walk up the stairs.

When Jay was out of sight, Curt sighed as he walked into the bathroom and pulled up his sleeve with much difficulty. Under it was a large green rash that extended up his body. He had no doubt it was a side effect of becoming The Lizard, and it was concerning.

The cure Jay gave him had indeed worked, but to be safe, Curt made his own and injected himself with it. But it seemed that the formula was still in his system. He hoped it wasn't strong enough for a full transformation, but to be safe, he was going to take doses of antiserum daily.

"This is just the consequence of my actions." Curt sighed as he shook his sleeve back down.

Upstairs, Jay collapsed on his bed in pain as he grabbed onto his phone. He looked to see if there were any news articles about the Lexcorp attack or about Kraven and boy were there. Firstly, he was implicated as a co-conspirator for the Lexcorp attack because he attacked the guards allowing Otto to escape.

The very idea was ludicrous because he was just defending himself from them, but it didn't surprise him that Godfrey was slandering him. On the topic of Kraven, he had been released from prison earlier but disappeared soon after, no doubt to plot something.

"It never gets any easier, does it?" Jay sighed as he passed out.


Earth's Orbit…

The Watchtower…

Miss Martian watched several news outlets speak on the recent attack on Lexcorp. She was curious about the man who attacked it, but she was also evaluating Spider-Man's performance. He had some potential, but he was sloppy at best.

Additionally, he was gaining a lot of attention in the media, not just in New York. He was one of the few heroes that still operated out of the shadows. Because of that and the work he's done so far, he's gained both supporters and detractors.

While the hashtag FriendlyNeighbor had been trending online with the youth but amongst adults, he isn't so popular. Especially since Godfrey tends to bring up Spidey's many failures, such as failing to capture The Lizard and Green Goblin and now this new guy.

But she could tell that he was trying to do good and doing his best to do so. She then moved on to looking at his other life as Jay Shepard. It seemed he was a very bright boy, and it would be a shame if something bad happened.

Nightwing had told her that Spider-Man had rejected his offer to join the Team, but she felt they should offer it up once more. A fifteen-year-old can't possibly go up against super villains and the like all alone.

"He should have tried a little harder." Miss Martian sighed as she rubbed her temple.

"Am I interrupting something?" Superboy inquired as he approached Miss Martian.

"Not at all, just doing a little research." Miss Martian smiled as she hugged her boyfriend.

"Spider-Man? That guy in New York, right?" Superboy asked as he looked at the computer Miss Martian had been using.

"Yep, apparently, his name is Jay Shepard, a fifteen-year-old kid. It seems Batman found out a while ago, and Dick even met him." Miss Martian explained as she enlarged a picture of Jay.

"It seems that he rejected Dick's offer to join the Team and wanted to stay solo. But I feel bad letting him continue being solo while he's so young." Miss Martian added as Superboy placed a hand on her shoulder.

"Well, it is his choice. We can't force him to join." Superboy pointed out as he inspected the pictures.

"I know, but I hate to do nothing." Miss Martian sighed as he grabbed hold of Superboy's hand.

"Perhaps we can get some of the younger members to talk to him. If they give them their experiences, they might change his mind." Superboy suggested causing Miss Martian to perk up.

"That's a great idea Conner, and here I thought I was the counselor." Miss Martian chuckled as the two shared a kiss.

"Now that I think about it, isn't Gar shooting a special episode of Space Trek in New York soon?" Superboy asked as Miss Martian turned off the computer.

"You're right. I want to say he could talk to Spider-Man, but he's busy enough as is. I don't want to bother him." Miss Martian responded as the two walked off.


Curt Conners Home…

New York…

The Next Day…

Jay woke up early the following day and slowly picked himself up out of bed. His chest still hurt, but it wasn't nearly as bad as it was. He believed that his bones would mend by Friday at the least, as he was able to move much easier now.

"Okay, time to get to work," Jay murmured as he put his costume back on before checking on Curt to see if he was asleep.

After confirming he was still asleep, he put his mask on and swung off to go pay Otto Octavius a visit. Spidey just hoped he would be able to fight him better this time. He was taken off guard in their last fight, but this time he just needed to trust in his spider-sense and dodge those arms.

That being said, he would also have to move a lot faster than he was used to. While he could move faster, he had never tested how fast he could make his movements. Similar to his strength, he was a little afraid to use all of his strength and speed in case of causing serious injury.

But he needed to get control over it eventually, so sooner is better than later. Taking it slow, Spider-Man soon arrived at Otto Octavius's home, but it looked like it hadn't been touched in weeks. He wondered if his internet search gave him the wrong address but decided to take a look.

Opening a window, Spidey crawled into Otto's bedroom, ensuring no one saw him as he dropped to the floor. Just like the outside, the home seemed untouched for weeks as clothes and sheets were everywhere. Each surface was covered with dust, and the garbage had been pilled up.

"Jesus, what kind of scientist could live like this?" Spider-Man wondered as he looked around the room, finding pictures of Otto.

"Well, at least I know I'm in the right place," Spider-Man noted as he picked up one of the pictures, which was of Otto and his family.

"Maybe Jett was right," Spider-Man murmured as he put the picture down and continued on his way.

Jett had said Sara believed Otto got into his line of work for his family, and Spidey had a feeling it could be right. The death of someone close to you can push anyone to do something crazy he knew that better than anyone.

Speaking of Sara, he hadn't seen much of her since Jett left. He assumed it was for her freelance work, but it was weird as it felt like she had suddenly vanished. Refocusing on his mission, Spider-Man continued through the top floor.

The other rooms were just as messy, save one which seemed to belong to a child. Spidey guessed that the room must have belonged to Otto's child, and the scientist preserved it just as they had left it all those years ago.

Pressing on downstairs, Spidey was shocked at how messy it was even compared to upstairs. Most of the furniture was broken, and the walls had taken a beating. The most damming part was the large imprint on the wall that perfectly matched the ends of Otto's metallic arms.

"Seems the good doctor has gone mad," Spider-Man commented as he took photos of the damage.

Scouring through the rubble left behind by Otto's tantrum Spider-Man looked for any clues on Otto's whereabouts as he seemed to have abandoned his house for the time being. He also hoped he could find out what Otto could be planning to do and why he attacked Lexcorp.

As he thought about it, he remembered the large hole in the warehouse he busted the night prior and the break-in at Wayne Enterprise. Could that have been Otto too? Opening up his phone, he made a list of possible break-ins by Otto.

First was Wayne Enterprise and the items stolen are reported to be parts of a massive computer. Secondly was the crime storehouses where various items were stolen but all electronic items. No weapons or drugs were taken, at least that is what one of the goons said.

Now it was Lexcorp, and Otto stole a microchip from a machine, and all that indicated he was building some sort of computer. All connected, and it made it clear that Otto Octavius was indeed the man he was looking for.

"No doubt he'll go after Oscorp next. Which means I'll have to keep an eye on Oscorp and wait for Otto to attack." Spider-Man murmured as he headed back upstairs. As he did, he received a call from Curt.

"Guess he woke up." Spidey sighed as he answered the call.

"Hey, Uncle Curt," Spider-Man answered as he shifted in place.

"Jay, where are you right now?" Curt inquired as Spider-Man rubbed the back of his head.

"I uh…I'm just looking around Otto Octavius's house." Spider-Man answered as Curt let out a sigh.

"Did you break-in?" Curt asked as Spider-Man could feel Curt's annoyance.

"I didn't…break-in per se. I just…." Spider-Man began before pausing to think of his wording properly.

"Crawled through his unlocked window." Spider-Man finished knowing that there was no right way of saying it.

"That's still entering without permission," Curt replied as he rubbed his temple.

"Look, I know you don't think it's Otto I fought yesterday, but…I found evidence, and I found a pattern. He broke into Wayne Enterprise a few weeks ago and into some warehouses." Spider-Man stated as he paced around.

"His house is a mess, and the entire first floor shows clear damage from his arms. The person I'm looking for is Otto Octavius, and he's building some sort of computer." Spider-Man added as he stopped at the top of the stairs.

"Are you certain?" Curt asked as Spidey sighed.

"Yeah, I'm sure," Spider-Man answered as the line went silent.

"I just can't imagine what drove a good man like Otto Octavius to do such a thing," Curt murmured as Spider-Man walked toward his exit.

"Jay. Promise me that you'll try to help him." Curt requested as Spider-Man nodded.

"I promise. Though I feel like Otto's a little far gone after seeing him in our last meeting. But I'll do my best." Spider-Man replied.

"Thank you, Jay." Curt thanked as the two hung up the call.

Crawling through the window, Spidey left the confines of the house to plan his next move. If Otto was going to attack Oscorp, then he needed to be there to intercept him. At that moment, he questioned why so many things connected to Oscorp.

"Guess this means a stakeout. I really should have packed a book." Spider-Man sighed as he jumped from Otto's home and swung toward Oscorp.

But something didn't feel right. He felt like he was overlooking something. Was it the fact Otto might wait a while to attack Oscorp? While that was possible, he believed that because of the recent attention to his attack on Lexcorp, Otto might push his attack up.

If he waited too long, security would be too tight even for a man with four metallic arms. As he swung, he noticed that he had a little trouble breathing when moving. No doubt it was because of his injury, and he made a note to try not to push it too hard.

"That's just great when I'm going up against a guy with fast and strong metal arms." Spider-Man thought as he ran across a roof.

It didn't take him long to reach Oscorp, and not surprisingly, security was on top of things already. The building was surrounded by unmarked police cars and security guards. In fact, they even had some gunmen placed on several buildings around Oscorp, forcing Spidey to stay back.

"I'd say this was overkill, but honestly, it might not be enough," Spider-Man commented as he watched from behind a water tower.

"I guess I just need to wait then." Spider-Man sighed as he pulled out his phone.

"Might as well listen to the Yankee's game," Spider-Man muttered as he sat down.

He scrolled through his apps before clicking on his YES app, but unfortunately for him, the game would not be on until that afternoon. It was then that it dawned on him that he had forgotten how early he woke up.

Since he had passed out the previous day, he just sprung into action the second he woke up without checking the time. After checking the time and day, he looked at the news to pass the time. One thing that stuck out that he had been looking forward to was the filming of a new Space Trek episode in New York.

Apparently, they were doing an episode where they get launched back in time to present-day New York and have to fight their way back home. Something that, of course, had been done before, but he wanted to watch the filming from a distance. He thought it would be fun.

Spider-Man continued scrolling the internet and waited for an hour, only for nothing to happen. It was very quiet. So much so that he questioned if he was wasting his time waiting for Otto to arrive. Could he just go out and look for him?

Then again, that idea would waste more time, and since it was highly probable that Otto was going to attack Oscorp, it may happen while he was gone. If that happened, then he might not be able to make it back in time.

His thoughts were interrupted by his phone buzzing, alerting him of a break-in at the Superior Bank of New York. That could not have come at a worse time because now he was stuck between waiting for Otto at Oscorp or go deal with the robbery.

Though he didn't want to leave, he couldn't let anyone get hurt during the robbery. After all, the only person crazy enough to rob that place had to be someone dangerous. Jumping off the water tower, he rushed over to the Superior Bank as several cop cars drove beneath him.

No doubt they were going off to the bank to assist in the situation. Pushing through his shorting breaths, Spider-Man moved faster than the police below. Using any shortcuts he could find and launching off any surfaces he could, he managed to make it to the bank in time.

The security were clearly out of their league as all the defenses seemed inactive, as loud crashes could be heard from inside. Swinging inside, Spider-Man was shocked at the devastation inside. All of the defenses were indeed shut down, and many guards were laid out all around.

Most of the walls were damaged, and several pillars were toppled. The most shocking was that the vault door was ripped off its hinges and embedded into the wall. But Spidey didn't pay attention to that as he was focused on the culprit who was in the vault itself. One Otto Octavius.

"You've got to be joking! You went from Lexcorp and descended into robbing banks?" Spider-Man complained as he stood in front of the vault.

Otto spun around, wasting no time attacking Spider-Man flinging one of his mechanical arms at the arachnid hero. Spidey jumped out of the way and pinned the leg to the ground with a few webs to keep the hold strong.

"Don't get in my way again, Spider-Man, or else I won't be gentle as I was last time." Otto hissed as he used one of his other arms to tear off the webs.

"You're going to have to do better than threaten me if you want me gone, Doctor Octavius." Spider-Man declared, taking Otto off guard.

"I-Impossible how…?" Otto questioned, but before he could process what Spidey said, the web-headed hero took the chance to attack while Otto was distracted.

He rushed in and gave a swift punch to the doctor's face breaking his glasses before kicking the doctor's chest. Spider-Man had hoped that his punch and kick were strong enough to knock the doctor out, but it seemed that he didn't put enough strength into it as Otto soon recovered.

"Damn you!" Otto growled as he tossed the money he had collected down as he attacked Spider-Man.

Jumping back, Spider-Man avoided being crushed by one of the arms as Otto was lifted up by his four arms. Each arm came down from above, forcing Spidey to dance around the floor to avoid the arms that cracked the floor beneath them.

Dodging two of Otto's arms, Spidey jumped off them toward Otto himself, but he was pinned between the other two arms. The arms threw him into the ceiling before throwing him down to the ground as Spider-Man fired a web behind Otto, which the doctor quickly cut.

"I don't know how you found out who I am. But it doesn't matter." Otto hissed as he lifted Spidey to his level.

"I'll make sure you tell no one," Otto stated as he began to crush Spider-Man.

"Killing a superhero isn't going to get you what you want," Spider-Man muttered as he fired two webs down at the arms, holding Otto up and pulling back with all his might.

It was enough to move the arms causing Otto to fall, forcing the man to let go of Spider-Man in order to catch his fall. Zipping to the wall, Spider-Man fired several Web Bullets at Otto, who blocked them with his arms.

Otto retaliated by shooting one of his arms at Spider-Man, who crawled away along the wall. Not to be deterred, Otto continued attacking as he chased after Spidey. As Spider-Man crawled along the wall, Otto ran after him on the ground, attempting to intercept the arachnid with his arms.

Eventually, he cracked off a large piece of the wall, causing Spider-Man to fall to the ground along with it. Otto then grabbed onto one of the broken turrets and hurled it at Spider-Man, who jumped out of the way as the turret embedded itself in the wall.

"You know this bank was supposed to be full-proof, and the last guy I stopped from robbing this place didn't get as far as you. I'd be impressed under different circumstances." Spider-Man commented as he jumped over Otto's arm.

"Others don't have the mind of a genius scientist. It was pathetically easy to undo the security measures here with a little time and patience." Otto spat as he swung another arm at Spidey.

"This is just a terrible use of your talent!" Spider-Man criticized as he dodged Otto's arm.

"You have no idea what you are talking about arachnid. My goals are far greater than you can imagine!" Otto hissed as he grabbed onto Spider-Man and threw him into the adjacent wall.

"What I do. I do to better the world!" Otto declared as he shot another arm out to grab Spider-Man.

"Is that really what you're telling yourself?!" Spider-Man gasped as he fired a web and used it to move out of the way.

Spidey then fired a web behind Otto and launched himself toward the doctor. Otto retaliated by attempting to grab Spider-Man with his arms, but Spidey managed to avoid them by flipping over them and kicking off them.

Spider-Man used the momentum to tackle Otto to the ground as he tore off the doctor's mask and punched him square in the face. Before he could land another hit, Otto knocked him off with one of his arms, allowing himself to get up.

"You're becoming too much of a nuisance Spider-Man. No more games! Stay out of my way!" Otto demanded as he approached Spidey.

"I wouldn't be a good hero if I sit back and watch you break the law," Spider-Man replied as he ran toward Otto, dodging one of his arms.

Otto lifted himself up to avoid Spidey as he rained his arms at the arachnid hero, who easily dodged the attacks upon seeing a pattern within them. But he was unable to fight back as he was kept on the defensive.

Sick of being on the defensive, Spidey fired two webs at the ceiling and zipped up, kicking Otto in the chest, causing both to break through the ceiling. As they fell back down, Otto grabbed at Spider-Man with his arms, but Spidey bent out of the way from them.

However, he couldn't dodge them all as Otto managed to grab him by the head and throw him downward. Spider-Man crashed back down into the bank as Otto stopped himself with his arms staying on the rooftop.

The sound of helicopter blades caught his attention as Otto saw that he was surrounded both above and below by the police. He had not noticed that Spider-Man ripped his mask off, and with no mask on and even news copters coming around, his identity had been exposed.

Otto shook and was unable to move as he began to have a panic attack. The ringing returned to his ears as swat members descended from the helicopters and landed on the roof around him. Their shouts were barely audible to Otto as he was pulled into a state of paralysis.

It was only when Spider-Man came swinging up from the front landing behind the swat members did Otto snap out of it. In a rage, he attacked the swat members knocking three off the roof forcing Spider-Man to jump off and fire a web net to save them before breaking back into the bank.

Meanwhile, Otto attacked more of the swat members knocking them through the roof and knocking others across it. As he did so, one of the swat members fired a round at Otto's back, hitting through the control mechanism for his and causing shrapnel to embed itself into his back.

Howling in pain, Otto retaliated hitting the swat member and throwing him off the roof toward the front of the building, only for Spidey to catch them. Each attack Otto made incapacitated the swat members, and he might have gone further if Spider-Man hadn't fired a web bullet at him.

"Hey, Doctor Octopus, leave them alone! Or do you just want to become even worse scum!" Spider-Man taunted as Otto growled at hearing the name Spidey called him.

The attack was only meant to get Otto's attention, and it seemed to do just that. No sooner did he get Otto's attention did the doctor attack. Ducking under the attacking arm, Spider-Man fired two webs at Otto's feet, sticking them to the ground.

"Insolent little…" Otto hissed as Spider-Man rushed in and tackled Otto.

"I hope all this was worth the money you were after!" Spider-Man spat as helicopters surrounded them with snipers at the ready.

"This was the only way! The world threw me away, so I have to take what I'm owed!" Otto shouted as he shoved Spider-Man off of him.

"I will do whatever I can to achieve my vision," Otto muttered as he got up, struggling with the pain of his injury.

"My work will change the world," Otto stated as Spider-Man just shook his head.

"All of this was to…continue your work?! That's insane! You've hurt so many people! How do you excuse this?!" Spider-Man questioned as Otto growled.

"Please. Just stop." Spider-Man pleaded as Otto balled his fists.

"Don't talk about things you could never understand!" Otto demanded as he rushed at Spider-Man, who jumped back into the hole they made earlier.

Without a second thought, Otto followed after him, but that was his mistake. In his rage, Otto wasn't thinking clearly, and it caused him to fall right into Spider-Man's trap. The arachnid hero had set up an elaborate web system beneath, and by breaking one, the rest went into action. Otto was quickly bound by several webs, both his body and his arms.

"NO!" Otto cried as he hung in the middle of the room.

"How could I be so careless?" Otto questioned, having broken out of his trance as Spider-Man descended from the ceiling. He was hanging upside down in front of Otto.

"Done with your little rampage Doctor?" Spider-Man inquired as he tapped on Otto's head, causing the man to growl.

"You ruined everything! I was going to change the world for the better!" Otto shouted as he struggled in the web's grip.

"This is what you call changing the world?" Spider-Man questioned as he gestured to the destruction around them.

"This is no way to go about it." Spider-Man pointed out as the mechanical arms shifted, testing the strength of the webs.

"No…No…stop it shut UP!" Otto demanded as the webs shook with his spasms.

"Sorry Doc but you need to take a nap!" Spider-Man stated as he landed a strong blow to Otto's head, knocking the doctor out.

"Just how were you planning to change the world like this?" Spider-Man wondered as he pulled Otto down to put him lower toward the ground.

He just didn't understand it. While he concluded that Otto's dead family was what pushed him down this path, he couldn't understand what Otto's endgame was. Did he really think his crimes wouldn't come back to bite him?

That was when Spidey realized how "lucky" he was. If he had ignored the break-in to wait for Otto at Oscorp, he would have missed Otto completely, and who knew what could have happened. As he peaked through the front door, he saw that the building was surrounded by swat and police.

"Yeah, they're not going to let me out this way." Spider-Man sighed as he closed the door.

"Well, Doc. I hope you get the help you need." Spider-Man murmured as he patted Otto. He felt that the man was just in a lot of pain and wasn't thinking properly.

So hopefully, Otto will be able to heal and return to society. As the swat began to approach the front door, Spider-Man wrote a quick note and slapped it onto Otto before leaving through the hole above. The snipers fired at him, but Spidey was too fast for them to hit.

Spider-Man got away from the snipers' eyes as the helicopters were unable to follow Spider-Man, who hid nearby. As the police tore Otto down from the webbing, they read Spidey's note: One Doctor Octopus who is in dire need of help. Please treat him well. Courtesy of your Friendly Neighborhood Spider-Man.

He had written that note in the hopes that it would improve the chances of Otto getting help. Spider-Man felt bad for the man as he knew what a death of a close family member can do to a person.

"That was the hardest fight I've ever had." Spider-Man groaned as he watched the police take the unconscious Otto into custody.

"But I'll take this as a learning experience," Spider-Man noted as Otto was driven off.

"Just what was Otto doing, though?" Spider-Man wondered as he swung off.

"Oh well. Right now, I need to find out where Kraven went." Spider-Man remembered as he headed home for a much needed meal.


Chrysler Building…

"It's a pleasure to meet you face to face Mr. Kravinoff." Kingpin smirked as he shook Kraven's hand.

"It's a pleasure to be out of that cell and to be able to do business with you," Kraven replied as he looked around the large room.

"But that being said, I will need time to kill the Spider. I want my hunt to be perfect for killing him." Kraven explained as he roamed the room.

"Very well, but in the meantime, I would still like to know your knowledge of the metagene." Kingpin insisted as he sat at his desk.

"The metagene is a strange phenomenon. In my studies, I've seen most success activating the gene through stress and pain." Kraven began as he walked up to one of the many displays in the room.

"That is why I dropped them randomly on my island. I filled it with several deadly predators. When those kids are pushed to the limit, I had no doubts their metagene would activate." Kraven finished as he took out the machete on display.

"I see. If people were to say be tortured, could that activate the metagene?" Kingpin inquired as Kraven turned to him.

"Most likely. But I would keep it a little light. You don't want to kill them too fast." Kraven suggested as he swung the machete around.

"That's why I dropped off those kids in 'safe' locations on the island. I didn't want them dying too fast." Kraven explained as he put the blade back.

"Interesting." Kingpin hummed as he rubbed his chin as he looked at his computer.

"Good. Very good. But I don't think I'll have a use for children." Kingpin noted as his eyes laid on F.E.A.S.T.


Oscorp…

Norman watched as the news reported Otto's arrest. Apparently, they were calling him Doctor Octopus due to a comment by Spider-Man. It was a little amusing to Norman to see Otto's descent into madness, but at the moment, he couldn't care less.

What was important was that this event was the last straw left to propel the city council and the mayor from stopping him from moving out Smythe's new invention. To 'protect' the city of New York from the villains that appeared and, of course, to kill Spider-Man.

"Smythe, we've got our approval," Norman informed via intercom to Smythe.

"My Spider-Slayers are ready, Mr. Osborn. Just say the word." Smythe reported as Norman smiled.

"Good, everything is going according to plan." Norman laughed as he looked into his reflection, only to see the Goblin in the reflection.


Author's Note:

Finally got to have Jay fight Doc Ock! Been waiting a while to finally write this chapter as, obviously, Otto Octavius is one of the biggest Spider-Man villains, and I wanted to explore his character that I've made here.

He's still the highly intelligent supervillain, but he's got more of a human side, much like the one in Sam Rami's Spider-Man 2. I wanted to show him as very broken, having been beaten down by the world around him after his family's death, and his development has only just begun.

Can't wait to bring him back in later chapters as obviously, his mission hasn't finished yet. But of course, not only did Otto appear, but Kraven made short appearances as he is now out of prison and being aided by Kingpin.

I'm going to be honest I realized while writing this chapter that I made up a prison to send him and other villains to instead of using Ryker's Island. I honestly don't know why I didn't think about it, but whatever, it doesn't really matter in the end.

Either way, Kraven is coming back, but you'll have to wait before you see him commence his hunt once more. But before that comes Spider-Slayers! I've hinted to them in chapter 7, and soon they will arrive!

I've got a lot of exciting things I want to write right now, but I like to update the rest of my fics before working on this one again. That's why it takes me a while to upload some chapters.

That's all I have to say, for now, so let's get to the reviews:

Martin (Guest) – I hope you enjoyed my version of Doc Ock, and thankfully Jay did get some cash to make more web fluid. I would have made an actual scene of him at the science fair, but since I don't know much about science myself, I'm not even going to touch that, lol.

Also no Liz Allan will never appear in this story as Mark is an only child. While he shares the name and other similarities to the Mark Allan, he is not the same character as the one in the Spectacular Spider-Man show since he's had a very different life in comparison.

Zetsunaflames – Yes, other marvel characters will show up though I won't be bringing in too many of them as I don't want to flood the story with them. I want Jay to interact more with the DC universe, so I'm keeping Marvel heroes to a minimum at this point. As for a potential Fantastic Four, you'll just have to wait and see.

Star-Vader Chaos Breaker – I understand what Elite Mooks are after looking them up, but thanks anyway for the explanation. As for who Jay will hang out with, he'll find various people from time to time. I want to slowly build up his friend group as he continues to be Spider-Man and later meet other heroes.

Thunrady – You'll just have to wait and see if I do or don't make a Fantastic Four. As for Mr. Morbin Time, he will eventually show up. I have some plans for Morbius beyond just his fight with Jay. Unfortunately, he will not ever say Morbin Time, lol. It would be cool to see Batman around when I use Morbius, but I haven't decided yet.

BurnedByDaylight – I really liked writing about Spidey without web fluid too, because it shows more of how he fights. That being said, I only wanted to do it once because it wasn't going to last too long, and I don't want to make a habit of it, I guess.

As for Vulture, I haven't thought much about him and, in fact, might not include him. However, if I do add him to the story, it will be the classic old man Vulture, not whatever the hell was in the Ultimate cartoon.

Vfc15650 – Glad you liked the chapter, and don't worry, you'll see more of Maya soon enough. Writing for Jay and Jett was actually on the side of my mind when writing that chapter, funnily enough, because I wanted to focus more on Mark and his development.

But it's true that it does show how much of a hero Jay has become since he's gotten his powers, and soon Jett will go through his own journey. Hope you enjoyed this chapter too!

CalvinFujii – I don't see any reason Otto would have to recruit Dylan for the Sinister Six. Dylan was just an abuser and a greedy pig with no superpowers or talent, so Otto wouldn't bother acknowledging his existence.

As for the Sinister Six themselves, I can't wait to write their event! But unfortunately, that is very far away, especially since I haven't introduced all their members yet. The Team's involvement will be very special in a sense.

Magnouce Elie – I'll respond to your review even though it was left last chapter. While I won't say if Maya is the love Madam Web talked about, I did make her like Jay's Black Cat. Since I'm not going to use Black Cat in this story, I wanted to make someone similar but different.

Maya felt like a good fit because she is also related to Vandal Savage, giving her a unique mindset and unique ways to mess with Jay as the two develop their…odd relationship. Thinking about it I don't even know what to call their relationship as they are neither friends nor enemies at this point. Either way, I do like making her character.

That's all I have for today, so I'll see you guys next time!