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Words in bold are to indicate which character is speaking.

Underlined text are for explanations of situations in general.

*Text in italics and between asterisks is for actions and thoughts*.

--- The use of the midscript is for scene change or time changes. ---

(The use of the in parentheses is for clarification within the texts)

//The use of diagonals is for the narrator (imagine that it is the voice of the guard for a greater investment in the story, it is also in bold because it is an extra character). //

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--- Continuing with the previous chapter ---

//Narrator//

The group was faced with a wide range of emotions that were shared by their new mystical connection, brought on by seeing the message written by Doctor Octopus . Among these emotions were...

Annoyance and frustration, since the opponent they were going to face was the villain who has caused the most problems for Spider-Man due to his insistence almost falling into fanaticism combined with the greatest ingenuity.

Confusion and intrigue, because they don't know why him? why now? He has nothing to do with this matter because a few months ago he lost all knowledge related to the Superior Spider-Man

Disgust and shame, because he simply fell back into his old vice, repeating the past once again, even though he knows that things could have been completely different.

Peter just didn't like what they were seeing at all, as the cycle was repeating itself. The fight, he wins, Otto learns nothing and challenges him once again. And so years have passed.

//End of the story//

Peter: Seriously, out of all the people, out of all the villains, out of all the possibilities, why him? *He would say in a rather annoyed manner as he didn't understand his involvement*.

Aja Orisha: Sometimes the decisions that destiny makes and the great forces that alter it are extremely confusing. Not to say annoying *She would say the last thing on her mind* . And the job that we have to do is to decipher it in the best way possible. *She would say trying to stay calm*.

Peter *Puts his arms on his waist and takes a deep breath* : Okay, okay, I understand what you mean, even if I don't like it. *He would say, still frustrated*.

Crystal ( Dream -Spider) *She grabs Peter's shoulder* : The best thing we can do is calm down and think about our next step, Aja what is the next thing we should do.

Aja Orisha: Well, we've already started with Peter's Spider-Man beginning and with the clue we have now, we must go to Otto's beginning as Doctor Octopus . There we will describe the truth behind this very strange change. Where was the place where he became Doctor Octopus ?

Peter: It was at the US Atomic Research Center. That's where he had his accident where he went crazy. Or rather, he finished going crazy. It's currently abandoned so we shouldn't have any problems getting there. The problem is that he's waiting for us there, since he always sets traps in the middle of the road.

Crystal ( Dream -Spider): And you have a Master Plan? *She asks with interest*.

Peter: Yeah, I got something to counter his tentacles. *Checks his belt* Here's the Magnetic Inverter 2.0. It'll be able to disable his tentacles and any traps he sets. I've also got some gravity nullifiers. Plus, we're three super individuals with life and destiny enhancement. We can handle this.

Aja Orisha: It sounds like a stable plan, but we should not be overconfident, there can always be an unexpected turn.

Crystal ( Dream -Spider): Aren't you going to ask anyone for help?

Peter: No... This is personal.

Aja Orisha: It is time to close the chapter of your life related to him. It has marked several of the moments where you were tested, now it is your turn to end it in one way or another.

Peter *Takes a second to respond*: It's time for a change regarding my villains. A permanent change. Like you said, it's time to take real action. *He responds determined on what he's going to do*.

Crystal ( Dream -Spider): Well, if they're determined, who am I to stop them. *She raises her hands to emphasize her words*.

//Narrator//

Crystal uses her powers to open a new portal allowing the three to meet outside the US Atomic Research Center. They see the ruins of the building that emanates a stomach-churning aura along with a throbbing headache.

Peter: Keep your senses up.

Despite that unpleasant feeling, the three decided to enter the place with their guard up, looking for traps or surprise attacks by Doctor Octopus , but nothing would happen for the moment, which would increase the tension in the environment since this was not normal at all. They only saw ruins of the laboratories showing the vestiges of the past, they also noticed that several floors had a large hole as if something had come out of the place.

They continued walking until they reached the deepest sublevel of the place, which was full of arrows made by the hand of Doctor Octopus , which pointed to the same point. It was a gigantic room where there were different devices and mechanisms that were outdated by today's standards. Beyond that, nothing out of the ordinary was seen, which did not take away the constant alertness of the heroes.

//End of the story//

Peter: Come on Otto, we know you're here, so come out of your hiding place coward and show what nonsense you've prepared this time. You've done it so many times that nothing surprises anymore. *He shouts defiantly*. Now you just make the speech that is above all and for that we must praise you.

No one answers in the slightest, increasing the tension, forcing them to look everywhere waiting for an answer. Until a somewhat creepy laugh is heard combined with the echo of the place.

Doctor Octopus : Hehehe it seems that nothing surprises you in the same way as before, now you respond reluctantly, understandable the truth, it is very annoying to repeat the same things so many times, but this is different from the other times, something new, this will put an end to the little spider and to top it off accompanied by two witnesses of his end. *He would declare from a place out of sight of the heroes with a pretentious voice*.

Peter: Otto, you already know how this ends. We fight, I defeat you or you run away. So do me a favor and give up and save us both the trouble. No matter how brilliant your new plan is, it's going to end up just like the others.

Doctor Octopus : Heh, heh... Oh no, no, no, Not this time, I don't have a brilliant plan, with thousands of well-planned steps to baffle and overwhelm you, No... since this time it's not about intellect. *He would scoff at Peter's words*.

A loud bang sounds and a second later Doctor Octopus descends from a false ceiling he had prepared, landing in front of the group of heroes, showing his "new" appearance that Peter knew before, although it looked different from that time. It was a more updated one. And for a second the group shuddered at the sight that was...

It was the Superior Octopus .

Superior Octopus : This is about pure power and will. *He declares in a defiant and cocky manner, getting into a fighting stance*.

The group just stood there in silence in surprise, until Peter was the first to respond.

Peter *Frowns*: ... What the hell did you do Otto? *He claims annoyed*.

Superior Octopus : Simple, I accepted the power and responsibility lost through time. I accepted to become something superior and never before seen by the world. And my transformation only has one step left to complete it. And that is to end your miserable and pathetic life, fool. *He declares with euphoria and no longer insane*.

Peter could only see Otto with a face of disgust and disappointment that he could notice despite having the mask. The girls, for their part, had a confused look on their faces, not quite understanding what was happening.

The Orisha *Steps forward*: How did you get Peter's physical fragments? They should only be in the hands of entities of destiny. *She would confront Superior Octopus for that inconsistency*.

Superior Octopus : It was a few months ago when my life lost all meaning, my suffering caught the attention of an arachnid entity that appeared before me offering me a new purpose. To be the greatest terror in the world, to be the superior villain.

------- Flashback to five months ago -------

//Narrator//

Doctor Octopus was in one of his many secret laboratories that he had scattered around New York and its outskirts. A week after his last fight with Spider-Man.

He was reflecting on the recent events with his arch-enemy. As he was seemingly in the middle of what was a fight involving several small-time villains, Spider-Man, a certain Spider- Boy , a dwarf and him. So he decided to flee due to lack of knowledge of the situation as it was very unfavorable.

And from that day on he felt...

Empty

Incomplete

With an absolute lack of purpose and meaning.

Something unacceptable for someone like him, so he took matters into his own hands to heal his mind by searching for the Missing Pieces of his memory. And the best way he found to start was to investigate.

I research everything that has happened in recent years while reviewing current news, since his last memory before that strange moment is him being half dead due to all the damage he has received from Spider-Man. I even review a little before because I wanted to see how damaged his memory is.

The first thing I look for was when he assembled a team of supervillains attempt (Origin of the Species) consisting of Chameleon , Devil , Electro, Freak, Hammerhead , Hippopotamus , Lizard , Mister Negative, Morbius , Mysterio , Overdrive , Rhino , Sandman , Shocker , The Spot, Tombstone , Vermin and Vulture , etc. Ordering them to capture Menace 's newborn baby regardless of Spider-Man's interference as he thought he had the pure Goblin Serum that would help cure his crippling disease.

Otto: At the end of the day, it was just a complete waste of my time and resources. Since most of those morons couldn't get it and the one who could gave away my location out of fear of Spider-Man. *He would say with annoyance and frustration at how badly it ended*.

Macro-Octobot army into a military base and detonate them, which was prevented by Spider-Man, the Avengers, and the Fantastic Four. After his defeat, he recognized Spider-Man's intellect and no longer regarded him as the "dumb kid" he had believed him to be.

Otto: Even if I don't win, I do manage to have a small remnant of Spider-Man's mind, although it is now very outdated and lost in an unknown place.

He next investigated the plot to steal the Zero Cannon with his Sinister Six, attempted to manipulate the world's leaders, and eventually revealed that he was going to destroy the world anyway, rather than save it. He activated his Octavian Lens, burning half the world, including Silver Sable's homeland of Symkaria . Though it was just a trick pulled by Mysterio .

Remembering how he had Rhino choke Sable to death, Spider-Man faced him in a battle to determine the end of the world, but in the end Spider-Man managed to destroy the weapons and his equipment before taking him to receive medical attention at The Prison . Raft .

Out of curiosity, I looked into Silver Sable's profile and she described that she was still alive and that she had a fight with a Spider-Man Nightcrawler and currently has a squad of symbiotes at her service apparently.

Otto: All I managed to do was scare the world and humiliate the Avengers, since Silver Sable's death was a FAKE. Those idiots always have a fascination with ruining all my plans. *He exclaims with disgust at the heroes who always frustrate him* Also, where did so many symbiotes come from?

In his investigation he finds information about the arrival of Knull with his entire army of symbiotes.

Otto: Oh... that's where they came from. *He would say in a low voice*.

Continuing with his investigations he reached the point where his memories became practically non-existent, there he discovered that HE DIED? He was killed by SPIDER-MAN? That's not possible, or is it?

Since he found a report about The escaping Raft , threatening a bunch of people, some of whom recognize him as Miss May whom he tried to marry some time ago, the head of the Daily Bugle and his right hand man Robbie Roberson, among other irrelevant people in Stark Tower and distracting the other Avengers with giant Octobots around the world. Both fought until they fell from the Tower to the ground, fatally wounding him until his death.

After that Spider-Man became the new "Superior" Spider-Man. And one of his first actions was to improve the spider suit.

Otto: What garbage is all this about? He killed me and then calls himself Superior, this doesn't make sense, there must be more, he doesn't behave like this or at least not so suddenly. *He would almost say in screams due to his confusion and denial of what he read*.

Needing more information he watched news from that time period finding the defeat of the new Sinister Six (a pathetic lineup in his eyes), and the Vulture returned. Finding that Spider-Man decided to be more efficient and used thousands of Spider- Bots to patrol the city, thus stopping crimes he never could in his life.

Continuing his research, Otto realized that the story of Spider-Man was closely related to the life of Peter Parker, beyond being a simple photographer. So he began to investigate it as well.

Empire University State to obtain his doctorate. Having Anna Maria Marconi as his tutor. He also found out that his PhD was temporarily withdrawn for plagiarizing his thesis with that of Otto Octavius .

And regarding the health status of his fellow villains in this time period he found that Spider-Man broke Scorpion's jaw, blinded the Vulture and killed the mass murderer Massacre and almost did the same to Boomerang .

Otto: What a fool plagiarizing my thesis to get things quickly and easily, it is clear that he is someone inferior to the great Otto Octavius *He would mock egocentrically* . But on the other hand, what surprises me the most is this radical change in the way Spider-Man operates. At least...

At that moment Otto would remember the words of the brilliant girl from that moment.

Supernova: You'll pay me back, Otto, for what you did to me when you were Spider-Man.

Otto: I was Spider-Man? Impossible, I would never be him, I would never be one of those silly heroes with moral codes wearing ridiculous suits. No, no, no, NO... there must be another loose end, there must be. *He questions himself in despair at the thought*.

He thinks as he walks around his lab until he realizes.

Otto: My mind-swapping plan!!! Sure it's so obvious, try that plan, but it went wrong, my brain patterns combined with Spider-Man's, that way he gained my unmatched wit and the knowledge of my secret bases. Bypassing the defenses that were encoded with my DNA. I... I always knew that the moment he stopped his silly jokes would be more effective, but... What was the point where I turned back to normal? I must keep investigating!!!

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Continuing his research he found several things that caught his attention, his curiosity and his confusion. He found:

Spider-Man helped Mayor Jameson assist in the execution of Alistair Smythe .

Spider-Man got permission from the mayor for The Raft became his new headquarters renamed "Spider-Island". With new bases he formed his own group of minions, the Spiderlings , and created giant Spider- Mechs , and one of the most recent measures was the destruction of Shadowland .

A confrontation between two Spider- Men that ended up destroying Horizon Labs .

Peter Parker founded his own multi-million dollar company which he named Parker Industries to fill the void left by Horizon .

A confrontation between Spider-Man and the Avengers when he combines with the Venom symbiote to create the "Superior Venom ". From which he managed to free himself.

New York City, which is under siege by the Goblin Underground . Led by the Green Goblin, who was behind everything that happened, he managed to hack the Spider- Bots .

Otto: Boy, boy, those months were very hectic, since the spider finally acted as it should thanks to me, although it causes a bittersweet taste because that effectiveness was against my companions and I could not completely overcome my mind. And as expected, the Avengers wanted to interfere in the affairs of others and only ended up looking like great incompetents when it came to acting. And that damn Green Goblin wanting to take all the glory of being Spider-Man's arch enemy when that title belongs to the great Otto Octavius . *He says the last thing screaming*.

He stops to take a breath and clear his throat to continue researching the goblin nation.

Otto: I only have a few more reports left. *He would say a little exhausted from reading so much*.

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News about the goblin invasion

The Goblin King had taken Anna Maria hostage, who was saved by the Spider-Man everyone knows. But the Goblin King managed to escape from the scene of the crime.

Otto: Wait... WHAT?? How did he change from nothing to how he was before, if he was doing so well... Did he get rid of my conscience? But, but... AHHHH... That stupid kid always ruining everything. You had the power to reach everything in the palm of your hands and you let it go. *Hits the keyboard furiously*. I have to know what happened next.

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News from two years ago

Months later at New U Technologies, Doctor Octopus was sighted once again.

Weeks later he was seen having a completely different appearance and calling himself the Superior Octopus . He was collaborating with Hydra.

Superior Octopus had Hydra agents blow up the London branch of Parker Industries. Superior Octopus made plans to destroy the Shanghai branch of Parker Industries as well, but were ultimately thwarted when Peter had the Shanghai people destroy everything in the building, destroying the Webware technology and ultimately bringing down Parker Industries itself.

By the time Hydra had taken over the nation, the Superior Octopus became a member of the Hydra Avengers