Superior Spider-Man Take 2

Superior Spider-Man: Take 2

A/M: first new story of 2014! I'd like to go ahead and let everyone know that I haven't read ASM 700, only a summary, as $7.99 for a single issue? I don't care how good it is, but that's highway robbery. Anyways, enjoy this alternate take on the Superior Spider-Man!

Otto Octavius, in the stolen body of Peter Parker, raised the taxi above his old body, ready to crush his old body and the mind of Peter Parker trapped within.   "It's over, Parker. I've won." He said, and Peter smirked using Otto's mouth.

"Not yet." He said, and pressed a button on his arm. A golden Octobot sprung from the ground, wrapping around Ock, an the two began experiencing each other's memories. Ock pulled it off him, and was about to destroy him, when four mechanical arms wrapped around his limbs, and the golden octobot wrapped around his body.

"NO! It's not fair! I posses the superior intellect, I am destined to become the Superior Spider-Man!" Ock yelled as the transfer was completed. "I am Otto Octavius! If it had been me, Marla Jameson, Ben Parker, Gwen Stacy…they would all still be alive! If they weren't, their killers would have payed!" He said as he arrived back in his own body.

"Maybe." Peter said, taking off his mask and looking Otto in the face as he ripped the Golden Octobot in half. "But then your hands would still have been stained. And I made a promise on Marla Jameson's grave: no one dies when I'm around." He began to reach for Otto, who began to laugh before coughing up blood.

"I see." Otto said. "Well, at least now I can die in piece."

"You obviously weren't listening. I said no one does, and that includes you." Peter said.

"Parker, for once in your life *cough* listen to me." Otto said. "You and I…we're not so different. Both were bullied growing up, both had genius intellects, and both were given powers in an accident." Otto coughed up more blood. "But where I devoted my abilities to proving my own intellect, you used yours to help those who couldn't *hack* themselves. You've been a photographer…a scientist…a misunderstood hero…an Avenger…a better man than I." Otto said, his breathing grew more and more shallow. "Yes, in my dying moments, I see it. YOU are the superior intellect. You are the one who saw the flaw of my Octavian Lens…the one who defused my Octo-Bombs…the one whose designs I stole…Peter Benjamin Parker, will you hear my dying wish?"

"Of course. I owe you that much." Peter said. 'Uncle Ben, I'm sorry, but this is what he wants. There's no way to save him.'

"Live your life to the fullest." Otto said. "That is my Dying Wish. No longer live with regrets. Get back with Mary Jane, or Carlie, or even Carol, you deserve to be happy; prove to the world Peter Parker is a genius, and continue to improve the world with your designs!" Otto coughed up more blood. "You must…become…the Superior…Spider-Man…" Otto said, the last of his life slipping away as his breathing ceased.

"Parker!" A gruff voice said, and Wolverine appeared, Captains Marvel and America close behind him.

"Peter, are you ok?" Captain Marvel asked, and Peter pulled on his mask and picked up Doctor Octopus's body.

"He's dead, Carol." Spider-Man said. "Doctor Otto Gunther Octavius is dead."

The Next Day, Philadelphia

Agent Venom swung into his Philadelphia apartment, settling into his wheelchair as the symbiote receded from his body. "Another night, another patrol." He said as he turned on the TV.

"Breaking news. Otto Octavius, better known as Doctor Octopus, staged an impromptu breakout in the Raft, and formed an impromptu version of the Sinister Six in one last revenge attempt at Spider-Man, which resulted in the doctor's death. The mastermind behind the Sinister Six has been reportedly dying for years, presumably ever since the accident that fused the mechanical arms to his spine, and I am assured by Captain America himself that Spider-Man played no part in Octavius's death." The reporter said.

'Damn, Octavius just doesn't know when to give up.' Flash thought. 'First he tries to fry the world, then he can't make piece with dying.'

"We have received no reports of casualties, save the injury of police detective Carlie Cooper, who was injured by Octavius during his escape." The reporter said.

'Hope she's alright.' Flash thought. 'I'd better call Pete and make sure everyone back home's alright too.'

Houston, Texas

Kaine had been eating an omelet when the report of Octavius's death appeared on screen. "Good. He should have stayed dead when I killed him." He mumbled, and Aracely got off the couch and looked at that.

"You're irritated." She said.

"Stop doing that! It's creepy." Kaine said.

"Now you're angry. But also concerned. Almost like…like what one feels when a sibling is hurt. Are you related to Spider-Man?" Aracely asked.

"Something like that. Look, Aracely, trust me, the less you know about my past the better." Kaine said. 'But she's got a point. Peter's all I have left in the world, and like it or not we're practically brothers. I at least owe him a phone call or something.' Kaine thought.

New York City, Horizon Labs, two days later

Peter was busy working away in his lab. "Retractable talons for better climbing ability, but I can also use them for combat." He mumbled, furiously scribbling on a sticky note and putting it on a white board. "But what material can I use? Maybe a carbon-nano metal. I should ask Reed if he has any suggestions…I should also add claws on the feet, make running up walls easier." He scribbled on more notes.

"Peter? You have a visitor." His secretary said. "Says her name is Mary Jane."

"Send her up." Pete absentmindedly said, not really paying attention. Soon, the red headed beauty came in.

"Hey Pete." She said, but he gave no indication he heard her. "Captain Watanabe said that The Sinister Six is behind bars again." Still no response. "I heard from Harry today. Stanley's beginning to try and walk." Silence. "Godzilla is currently attacking New York and he just ate The Baxter Building."

"That's nice MJ. Tell Carlie I'll be there next time." Peter said, still scribbling furiously.

"Peter, look at me." She said, and he continued to write. "Peter, I swear to god, if you don't acknowledge me, I will call your aunt and we will tear this lab apart." He sighed, before putting down the pen and looking at her. He had a five o clock shadow and bags under his eyes, and his hair was disheveled.

"What MJ?" He said.

"Finally, you acknowledge me." She said. "We've all been worried sick about you! I haven't seen you ever since Octavius died! The hell's wrong with you?"

"Because it could have been me!" Peter said. "Do you even know what that Golden Octobot was designed for? Mind transfer! And you wanna know something? It worked!" MJ's jaw dropped in shock. "That's right. Otto managed to switch bodies with me, and I ended up in his, dying so that bastard's ego could survive! I ended up hurting one of the people close to me, and I came this close to dying!" His body was shaking, and his hands were clenched in anger. "If I hadn't used his arms, I would have died, and not even in my own body! Otto would have been free to do whatever he wanted, and no one would know! So tell me Mary Jane, what would you do if that ever happened to you?" He sat back down, and rubbed his eyes. "Look, I'm sorry I snapped. I've just been through a lot these past few days."

"Look, tiger, I understand." MJ said, before chuckling. "Things used to be so simple, didn't they?" Peter began chuckling too.

"Yeah, they did. God, I can barely remember the days back when my only trouble was trying to balance crime fighting and high school." He said. "What happened to the old days when all I had to deal with was a bank robbery? Back before I had to deal with alien symbiotes, evil clones, world-threatening nutjobs, and calamari based Supervillains trying to steal my body."

"Hard to believe you're that same nerdy guy from Queens my aunt was so dead set on introducing me to."  MJ said. "Now you're a scientist, an Avenger, on a first name basis with the entire Fantastic Four, friends with one of the scariest mutants on the planet, you even know Captain America! Y'know, I don't think Otto was just trying to keep his ego going." Peter raised an eyebrow at this.

"What do you mean?" Peter asked.

"He was jealous. You have everything he ever wanted, and he couldn't let an 'inferior mind' have all the glory." MJ said.

"That is so something he would say." Peter said.

"Look, Peter, you know how you've managed to come so far?" Mary Jane asked. "You adapt. It doesn't matter who or what the problem is. Doctor Doom wants to do something loud and egotistical, Doctor Octopus could either save the world or fry it, there's a break out at the Raft, even a giant Spider-Queen, you always find a way. That's what makes you so amazing."

"Well, I am sorta spectacular that way." Peter said. "Thanks MJ. I needed that talk."

"Y'know what else you need? Sleep and a shower. Half the Horizon have to wear gas masks to cover your spider-stink." Mary Jane said.

"You're probably right." Peter said as he got out of the chair. At that moment, something Otto said came back to him.

'No longer live with regrets.'

"So what are you working on now?" Mary Jane asked, drawing Peter from further thought.

"Well, my costumes' getting a little worn out, so I'm designing a new one." Peter said. "I'm only at the drawing board phase, but I should have it ready by the end of next week."

"Well, I'm sure that when it's ready, you'll send all the bad guys running for the rocks they crawled out from." Mary Jane said. As they walked out of the lab, they saw Jurgen and Uatu both wearing gas masks and standing outside Grady's lab.

"Oh c'mon! I don't smell that bad do I?" Peter asked, and his fellow scientists looked at him.

"What are you talking about Parker?" Jurgen asked.

"We just helped Grady do an experiment seeing if we can develop a new fireproof uniform for firefighters. Unfortunately, the pipes holding the sulfur for the fires broke, and now the HazMat teams are cleaning up in there." Uatu said, and he and Jurgen took off their gas masks, before their noses crinkled. "Ugh! What on earth is that smell? It's like someone took a bag of Hulk turds and lit it on fire!"

"For the love of god Parker, take a shower!" Jurgen said, and Peter glared at MJ, who was busy trying not to laugh.

"Not. A. Word." He said, and MJ burst out laughing.

"What's with them?" Jurgen asked.

"No idea. Peter has weird friends." Uatu said.

One week later

'Otto Octavius is dead.' Peter thought, standing in front of the doctor's grave. There had been a small funeral, but not many people had shown up. A few old Sinister Six members like Vulture, Scorpion, and Sandman had been allowed to attend, and some even say they thought Mysterio was there too. 'He tried to survive, to live on in my body. But like all his other plans, they ended up failing, this time at the cost of his life.' Spider-Man's new costume was the same as it always been, only the blue parts were now black, and there were two claws on the feet. 'With his last breath, he made me promise I would live my life to the fullest with no regrets.' Spider-Man began running, before leaping up and firing a web line, swinging high over the city as it began to rain. 'Ever since I put on this mask, I've failed and failed, both as as Spider-Man and Peter Parker, leaving who knows how many dead or hurt because of it. Well no more.' He ran up the side of a skyscraper, using the talons on his feet to keep gravity from taking hold of him. 'From now on, no more regrets. No more what if's or could have beens. I can't afford any more failure. It won't be easy though.' Spider-Man leapt off the building and fired a web just as he was about to hit the ground, using his kinetic energy to swing himself forward. 'But I have to try. I have to honor the wish of my greatest enemy.' Spider-Man landed on top of an abandoned exhibition hall, the same place where Peter Parker was bit by the radioactive spider. 'I need to be better. I have to be stronger, smarter, and prepared for anything. I must become a SUPERIOR SPIDER-MAN!'