A/NGonna be quick here, First Spider Man story, had it laying around for 2 months and just decided to go the Hell with itHope you'll like itDisclaimer: I don't own Spider man nor do i recieve profit from it.

He couldn't believe this all happened, it seems so surreal,so impossible, so wrong and yet here he was on his knees with his suit teared to shreds. Defeated at last about to be erased from his very own body.

Around him layed a very devastated and dark New York City. It didn't held none of its usual glamour, just a cold and bleak emptiness that seems to be everlasting.

Why was he here though ? Was he a bad person ? A criminal ? No he wasn't none of the above, he was the complete opposite. He was somebody that fought for justice,someone that fought for the weak and innocent, someone that has in countless occasions saved the people,the cities,the country, The World.

Someone that has suffered great tragedies and has overcome countless loss without fading away from his pure heart. One that has come victorious in many occasions...

But not this one.

Still on his knees he was downing a very peculiar suit. A blue and red theme skin tight pants,red boots,a skin tight shirt that covered his entire arms and hands that a webbed theme all over it with a black spider covering the center of his chest.

His face seemed rather young as if he were nothing more but a teenager but the truth is he's in his mid twenties. Brown hair that seems to fall to the sides of his head laid there but instead of a usual clean and light look his hair was murky and filled with grime making it look a lot darker than it should.

His forehead was letting loose a small but constant stream of blood. His lower lip was bleeding as well while his cheeks had dark bruises. He was panting tiredly. But the most noticeable thing about him were his eyes, they were dull and tired unlike in the past where eyes had this mischievous glow.

His name was Peter Benjamin Parker. He was 26 years old and he was the infamous hero Spider Man.

How did this even happen ? He's faced countless of dangerous villians from the man eating Venom to the lunatic HobGoblin or the now called Goblin King.

He's even faced foes that weren't from his usual gallery of villains. Extraterrestrial beings, Primordial warriors, Gods from different worlds and realities and he's always prevailed.

Yet he was defeated by the only person he couldn't expect to have been beaten by. Dr. Otto Octavious aka The Octopus.

How did this simple yet genius of an old man beat him ? A poison ? An army of robots ? Creatures that were genetically mutated ?

It was none of the above. . . . . . It was actually pretty simple.

They switched bodys

From his young,healthy and powerful body he sent to a weak,shriveling dying husk that was infected with diseases and several types of cancer.

When opened his eyes there he was Otto Octavious standing tall,proud and happy for his accomplishments... in his body.

If he was in his body than that meant that "Aaagghhh" he felt how the organs were churning rotting away in his current body. Now it all made sense why he hasn't seen the man for years. Why his arch foe stopped committing crime and went into hiding.

He was dying, slow but steady.

Peter now in the doctor's body was able to use the brain he currently was able search through the man's memorys and learned everything. His diseases, His worrys,His desires,His Plans.

He spent the last year creating a device that was capable of switching the electronic brain waves from one body to another essential changing their souls between bodies and it worked.

Some may have questioned why would he choose his nemesis's body but Peter understood why. Not only was he young,powerful and had a healing factor. But by getting rid of him the doctor would have gotten rid of the only person capable of identifying him from anywhere. Essentially getting rid of the only person capbale of foiling his plans.

And it worked. But it had an undesirable side effect. They're brains were still linked meaning that if he can see through the Docs memory than so can he and he couldn't have expected what had hittied him. Memorys of his past exploits from the hero to the ordinary civilian. From the sacrifice to his most dire moments. From his happiest to his saddest and this changed him in a way he couldn't have calculated.

He no longer hated the web headed hero, did he like him ? Of course not, but he now respected the man. Begrudgingly felt the need to grant the old man below him a final request.

"Anything you want as a parting gift, Peter" his voice was smooth and calm betraying no emotion of his thoughts.

Looking at his body Peter couldn't believe it. Was he really asking him that ? Another shot of pain went through the old body making him think. He may as well have the Doc use his powers well.

With a large amount of effort Peter tried to speak through the frail body he was currently at and let out hoarse wheeze of pain.

"Promise me 'inhale' that you'll use my powers for good 'inhale' that you'll become a better man" Knowing where his old foe was going to say he couldn't help but follow with him.

"Because with great power-"

"Comes great responsibility"

The old body stopped breathing while Otto stood tall looming over his previous body.

But what Otto didn't know was that when Peter died his brain waves were returning to it's origin, his body.

As such Otto never knew that Peter Park was still alive and was living with him,weak and powerless.

Yet Conscious.

There The Amazing Spider Man was put to sleep.

And The Superior Spider Man was born.

Otto knew many things in his life afterall he was and still is a genius, even in this new body.

His purpose in life ever since he started his scientific studys was to make a world where nobody can fear for their lives. A world that had order and peace. For that same reason he started to create, to build artifacts that people could only dream of.

Because of this his dream was corrupted. His once pure and rather heroic dream was turned nefarious and bad.

He started to work in more deadly experiments.

Genetically Splicing Animal DNA into hosts, the creation of more lethal and deadlier weapons, Mutant animals.

He changed

He started to feel glee with the screams of his test subjects, he felt great each time one of his experiments created chaos and destruction while showing signs of success and later came his greatest foe.

Spider Man

The spider themed hero seemed to always foil his plans and there he started to plot his destruction. He created monsters and machines capabale of razing cities, they were stopped. Teamed up with a group of villains to kill the spider,they were stopped.

Then the only thing he couldn't prevent happened.

He got sick

Numerous diseases plagued his body. Even tumors were identified in his body and were growing at a accelerated pace.

He was dying and he knew it oh how he knew, he was the one who diagnosed himself and there in those moments of weakness he had did he realize how far he strayed from the path he wanted and started to regret the time he wasted.

It took him some months of thinking until he created a plan that if it were successful than he could still live and change the world hence here.

Know having completed his plans he would know do what he wanted to do.

He started in creating his own company it took him a bit to create it and make it successful but in the end Parker industries was created. He would have preferred Octavious industries but he was no longer Otto Octavious but now Peter Parker.

Spiderman was now more powerful than ever thanks to the resources he had, he now created machinery capable of helping him in his mission.

He made crimnals fear his name. Villains hesitated while facing him. Became respected in the superhero community and respected by society.

He even created Spider Drones capable of incapacitating minor criminals while alerting him of any villains near his town.

But yet he still couldn't be better than Peter it didn't matter if he were richer, nor that he had better suits or even an army of robots at bay. He was still inferior in strength for some reason and it showed when he faced the goblins.

He couldn't beat them no he couldn't. Amazingly the Goblin King was capable of recognizing him as Otto not Peter and during their fight he was constantly said how weaker he was than Peter and he hated it.

In the end he couldn't beat them by himself. The Goblin just left him after he was defeated, just like that as if he weren't the real thing.

He was still nowhere close to completing his objectives.

And Peter was watching the entire thing in two years he changed his entire life. He couldn't handle it anymore. All of this just wasn't right, if Otto were to have continued he would go back to his more evil ways and try ro control the world. Theres was only one thing he could do now.

He could challnge him for control of his body.

When Otto went to sleep in his Luxurious apartment room, he brought him into his mindscape.

There infront of him was a very confused Otto. He was wearing a beige colored cloak, black pants and white shirt. Behind him were four tentacle like metallic claws, the very own creation that made The Octopus a feared adversary.

Otto was looking at Peter in shock, afterall he thought he died two years ago when they'd switch bodys.

Still shocked Otto call out to him with confusion and surprise in voice.

"Peter ? You're alive ? How, how is this possible."

"I don't know Doc but what i do know is that this has to stop. You aren't doing any good out there and you know it." Truthfully at that moment he still couldn't understand how he survived maybe the Web of Life didn't allow him to leave his living body or perhaps the machine Otto created had a problem.

Hearing his old foe made Otto start to grind his teeth in anger, it seems like he could never get rid of him.

"That no longer concerns you Peter afterall this is no longer you're body, but mine now. It's best if you remember that." Otto couldn't help but grin at seeing the anger he's letting out.

"I thought you were going to change Otto, weren't you going to use my power for good ? Weren't you going to be a Hero ? Weren't you going to be The Superior Spider Man" Peter doesn't know why he said that title with such hatred he was never the type of person to hate so deeply.

"I did change Peter and there's nothing you can say otherwise. I've created a company that helps millions of people out there. I've created a security system capable of protecting everyone better than any other Hero or Mutant. I've even become a better Spider Man than you" Peter couldn't help but chuckle at the old man.

"You may have been a better man, but i'll always be the better spider and i'm going to prove it by beating you'r old ass out of here" Otto looked at Peter with an intense gaze while in his mind he was preparing himself with tactics on ways to beat his arch foe.

Peter started to flex his hands in anticipation while watching the old doctor in front of him, he's faced the man so many times that he already had several way in which he could defeat him.

A giant metal claw surged foward aiming for the spider themed man torsos missing and smashing itself on the streets floor.

Having jumped to avoid the attack Peter sees another claw heading towards him fast. Once the claw was at his reach he grabbed it by the side using it to impulse himself foward avoiding the strike and heads towards the doctor.

Seeing the streak heading towards him he sends two of his tentacles at him with the intention of ripping him in half. Peter fired his web shooter at them and made a cocoon at the point of each one taking away there sharp edge and throws them in a different direction.

Now it was only Otto and him.

Reaching the doctor he sends a right hook to his face that almost broke his jaw and punch to the gut that made him spit out saliva while he glared at Peter in hatred.

This all happened in the matter of 10 seconds. It seems like he hasn't lost his touch afterall this time.

He sent a web at one of the building and swinged towards while on the way kicking the doctor on the face he would have falled to the floor if it weren't for his claws having reached him and hold him in place.

Peter sticked himself to a building's surface and looked at the doctor.

"Whats wrong losing the touch eh, i thought you were better than me" Hearing the Spiders taunts he couldn't help but smile.

"Oh i am" Aim his two hands infront of him Otto let out two strings of web at Peter, while he watched in shock. The webs lodged themselves at Peter's arms and Otto pulled him towards his claws.

Peter thew web balls at him but they didn't affect the outcome two of his claws went foward, Peter grabbed with his hands pushing the back. It would have been easier for Peter if it weren't for the other two that were heading towards.

Reacting quickly he pulls two towards him and uses them to impulse himself towards the doctor again while the other two claws went below him. He would have striked the doctor again if it weren't for a fist heading toward his head.

If Otto were just a regular man the punch wouldn't have affected him much. But this was also a Spider sent Peter flying back towards his metallic arms giving them the chance to grab his arm and send him flying towards a wall.

With sickening crunch Peter broke the wall and went inside the building flying to another one having his decent stopped and falls down to the floor.

Peter know realized something. His spider sense was no longer working. Since he was inside his mind he doesn't have access to it anymore. Meaning he wouldn't be able to avoid the Octopus's attacks so easily.

"Oh Peter come out now"Peter got back up and saw Otto at entrance of the hole he made.

Otto looked inside where he sent his foe wanting to continue the beat down but a line of web went to his shoulder and red blur went towards his with a fist to the face that sent him flying back to the street before he could land painfully on the floor his extra arms manage to hild him in air at time while looking at Peter.

Peter looking at Otto knew that if he were to win he had to get rid of those extra appendages soon or else he wouldn't last. Afterall the six arms is still better than two.

Seending another barrage of webs at Otto's face Spider Man leapt towards the man while receiving a claw to his face. Before it could smash his skull he crabbed it's claws and started to force the claws to bend. Otto seeing this sends another two arms at him. Peter knowing that time was of the essence he ripped the claw out while doing a backflip avoiding the other two arms that were sent at him. Now Otto had an arm that was letting out low sparks and was twitching a bit.

"You're going to fail like always Peter and i shall come out victorious as i expect it to be" Peter looked at the tentacle whipping man in anger knowing that if he doesn't get rid of the other arms this battle will just be a lot more harder for him.

Otto lunged himself at the Spider sending his remaing claws at him. Peter punched two of them away while one of them grabbed his arm.

Otto threw a punch to his face while his claw hold Peter's arm. Peter punched Otto in the stomach and sent a kick to his face making him stumble back. Peter would have pressed foward but he was grabbed by the back of his head lunging him away from the doctor.

Before he could land Otto was already pressing on with his attack, one of his arms smashed itself to his side. Be for he could make his way to another wall one of the claws grabbed his face and slamned him to the floor. Making his body bounce in a sick way.

Before the doctor coul press on Peter grabbed the arm with arms and legs, crushing it severing the connection with the claw making it let go of his face.

Otto seeing this send his two remaining arms at him. Peter still on the floor sees this and lets loose two lines of web behind Otto, before his death arms reached he pulled the strings back making a car slam itself at the doctor changing the arms trajectory and sending the man at him.

Shooting another webbed line this time at the doctor's face and pulled him towards his knee what followed was a sickening crunch that made Otto scream in pain.

While the doctor was sent back a pair of metallic arms grabbed him and pulled him towards the doctor while holding both of his arms still while the doc started to get up. Before he could get out, Otto sent a punch to the left side of his ribs. Than another one to the right and started a pattern of hits while his other arms were pulling the spider arms away from his body with the intention of ripping them out.

Peter screamed in pain, his upperbody was starting to break at Ottos treatment. Aiming his hand at Otto he let out a web to his face making him stop his attack to his ribs.

Having distracted him Peter starts pulling his arms back to his chest making the doc's arms start to creak due to his strength. Before he could try and break out a human yet powerful fist was sent to his face knocking him away from Otto a few meters.

Getting himself back up he runs up to his enemy with a raised fist ready to strike but before he could.

"ENOUGH" he was sent back by what seemed to be an invisible force that held so much strength that he felt like his body was squished into goo.

Laying painfully on the ground Peter looks at the night sky that his mindscape it weren't for the fact that he knew that they were in his mind, he would have thought that they were fighting out there in the real New York City.

Hearing the a metallic sound that seemed to hit the earth he slowly lifts his head to stare at Otto who was just a few feet away from him. His cloak was now nothing but tattered shred of cloth hanging limply at his frame. His pants had a few holes as did his shirt. The lower part of his face was covered with blood thanks to his broken nose. He looked at Peter with a tired yet steeled gaze that held resentment towards him.

"Did you really think that it would be this easy ? Do you take me for a fool Peter ?" hearing his tone Peter actually thought that Otto was asking him that question sincerely.

"I've already planned for a battle in my mind to happen, but it was for a psychic or nanites not for you. How odd but it doesn't matter in the end you've lost again Peter." Hearing this Peter slowly and painfully ripped himself out of the floor trying to stand up but pathetically falls on his knees not being able to feel his legs well.

Turning his gaze from the floor to the doctor he couldn't help think but how hard that barrier hit must have hittied him. If it weren't for his durability he would have probably become spider paste that was spread out throughout the street.

"Tsk,Tsk,Tsk. I never thought you were the arrogant type to just challenge someone and recieve immediate victory. No, you know me better than anyone else Peter. You know that i always have a failsafe just for these type of cases" Hearing the snide remark from him made Peter just want to smash his fist against his face.

"To think you were still alive after all this time, i thought i got of you when i left that dying husk in the burning laboratory of mine and yet you always seem to defy the odds because here you are alive without a body yet alive." Peter glared at him, this was still his body dammit.

"I'm going to take back whats mine Otto, i don't care how long it takes i will regain control of my body." Otto couldn't believe his ears.

"Do you really think there'll be a next time ? No Peter this was you last chance. I'm going to finally erase you for good this time and you won't be able to do anything about it."

"Starting Protocol F-19, Erasure Procedure, Target Peter Benjamin Parker a.k.a Spider Man in t minus 30 seconds" The announcement came out loudly and seemed to have echoed throughout the world they were in.

Peter looked on in despair, this was really the end. The end of him and all that he stand for Peter Parker was going to disappear and so will Spider Man.

During all this time while he watched Otto's living his life in his body. He begged for somebody to save him, he has many friends that knowed him well they'll figure it out that Otto was living in his body and not him right ?

No he was wrong

The majority of them thought that it was just him maturing and finally growing up into a man, the rest...really didn't care.

Out of all the friends he had only a certain few were able to figure it out or suspect something.

Logan, one of his brother in arms knew immediately what was up. The moment that Otto walked up to him Logan straight up let out the claws and asked for him. The only reason he couldn't help him was due to the bad fame he's gotten know thanks to Utopia.

Daredevil knew as well. His ability allowed him to recognize that he wasn't himself. Besides his ability with the law wouldn't help a lot.

And well yeah only those two were able to realize it that he wasn't himself.

Saddening isn't.

The Avengers, The Fantastic Four, The Mutants none of them suspected of his recent change. Hell even his own personal circle didn't realize it, None of his friends or even Aunt May.

Was this really the end of him ?

After all he's done he would just be blow away like dust ?


With him just ceasing to exists in his own body, by an intruder that wasn't even a psychic just a regular man.


Without saying goodbye to those few that actually mattered to him in his life ?


On his knees infront of Otto while his labored breathing was filling the air.


Hearing the annoying chuckle of the man infront of him just served to anger him more.


Was there really no chance for him to come out of this alive ?


Yes there is because he is Spider Man.


Using all the strength he could muster he lifts himself up from the floor while wobbling in place.


Seeing this Otto couldn't help but look on in amusement. "Oh still got some strength in ya Peter, well don't worry about it it'll be over soon enough "


Lifting his gaze from the floor he glares at Otto with all the hatred he could muster.


Peter clenches his fists.

Otto stares at his defeated foe waringly, shouldn't he have disappeared already ? Taking a step foward Otto ponders.

"Maybe this is just a husk of his consiousness ? This is still the first time he's tested his inner defenses." Maybe he can destroy his body ?

Otto sent one of his two remaining arms at Spider-Man with the intention of erasing what's left of him.

Before his arm could reach his face an alarm start to sound out through the world while the world started to flash red.


His eyes couldn't help but stare in shock.

There stopping his arm was a red and blue clothed arm that was crushing it with one arm.

Otto couldn't help but shake. How could he still move.

"Peter ?"

What came out from his mouth chilled made him start to shake even more. Fear started to enter his body.

"WhY wHo ElSe CouLd IT bE OtTooOOoO"

Before he could react against the monster infront of him. He was pulled towards it at an alarming speed. Before he could reach him, his other arm responded in his defence yet it was stopped by a pincer that pierced through it like paper.

With both of his metallic arms destroyed Otto started to punch at Spider-Man's face, only to have a hand to start crushing his throat.

Hanging in the air he started to kick and punch without recieving results from the Spider.

"WhAts WrOnG OtTO CaNt BrEatH VeRY WEll ? TO BaD RiGHT ? "

Otto started to cough and spit afterall he's running out of air pretty infront of him Otto couldn't help but yell at the sight infront of him. Peter's face was mostly the same except for his eyes and mouthHis eyes no longer hold the usual white but now a pitch midnight black while his pupils were a shining blood red that was sending it's hatred at him. His mouth was strecthed in a inhumane way, his teeth were now sharp and deadly capable of ripping flesh out of bone making him look demonic.

Peter doesn't know what going on but oh how exhilarating it was, he wasn't used to this type of violence or cruelty but seeing the man ruining his life choking in agony seemed to bring a smile to his face.

Letting go of the doctor's bruised throat Peter stares at him in amusement.

"WeLL iT sEEms ThE TIDes TuRNEd hAsN't DoC." Otto couldn't believe what was happening now. Where were his defence systems ? Where did Peter get this strength and how the hell is he WINNING

His thoughts were disturbed by a stinger that pierced his leg to the floor making him let out a scream of pain. It didn't help that the same thing happened to his other leg.

"AAAAAAHHHHHHHHH"he knows it's wrong how couldn't he ? He wasn't like this, even in his most darkest moments he wouldn't relish the pain of his enemys like this. Yet for some reason it felt right.

The feeling of being able to do what he wanted, to do what was for his own benefit just seemed right in his mind.

Looking at the man below him he could still see his face twitching in agony uet he couldn't help but smile at him.

"Oh OtTo wHaTs WrOng ? WErEn't yOu JUsT FeELing PrOUd oF My MiseRY ? COme WhY DoN't yOU juSt SmiLE foR ME ?" No this wasn't Peter anymore the thing infront of him was a monster a fucking monster.

"M-Monster you goddam monster"His head tilted to the side in curiosity. Was he now ?

Grabbing him by his arm he twists it up to the point were a sickening crack was heard. Bone came out of his forearm while blood started to drop to the floor.

"AAAAAAAAAAAAAHHHHHHHHHHHHHHHHRRRRRRRRGGGGGGGGGGG"The pain was intense he could see white spots in his vision he couldn't move his legs but he could feel how they burn due to the toxin that flowing tbrough it. His arm hanging by a thread with only a bit of skin and muscle holding it in place.

"Oh Otto im so sorry it's just that im monster and i couldn't help myself, besides you should know as well your a monster YOURSELF"His speech was no longer distortioned but it was still deep and had this inhumane hiss to it.

"Don't worry Otto it'll be over soon, soon you'll be gone like you wanted me to" No this couldn't be happening be was Otto Octavious the greatest man to human kind he wouldn't be beaten not like this.

His fist was posed directly infront of him touching his forehead,looking at Peter he sees cold brown eyes that showed no emotion,no longer holding their demonic glint and his toothy smile was gone replaced by a stony expression.

"GoodBye Otto" his voice was empty.

There could jave been millions of things that could have been going through his mind at that moment only to be something quite disappointing.


Ottos head was pierced by his stinger going through his skull and out making the man's body twitch as if it were a last signal of his eyes he sees the body start to turn into dust breaking away with the evening wind.

Lowering his arms he couldn't help but sigh not in relief or grief but in happiness, it was finally over. Looking up to the midnight sky he lets out another breath while smilling.

"It's finally over"closing his eyes he let's fatigue take him.

His eye opened up not seeing the night sky but white creamed colored ceiling,pushing himself up with his arms in the bed Peter looks at himself covered in white silk sheets.

Looking towards his left, he sees a balcony letting in New York City's light loom inside his room.

Standing up albeit slowly he gets up and stares at his hands in joy flexing them,turning them.

Turning his gaze back at the balconey he walks to it and opens the double glass doors and hears the sound of life that was his city.

Walking to the balconys edge and towards the railing, he rests on it while gazing at lights infront him while his eyes shine in a light that hasn't been there in two years.

Letting out a smile that seems to have plastered itself on his face he whispers out a few words.

"Peter Parker was back"

6 Months Later

There sitting in a well furnished desk that had a few papers and a computer sat a very bored Peter Parker. Having defeated Otto and regaining his body he would have thought that with the new attitude he was showing people would start questioning him.

And yet nobody cared ?

The public thought that he had a change of heart.

But the heros treated him...rough.

No longer did they smile at him when he visited some of them, they either ignored him or just straight offend him. It seems like none of them would actually pay attention to him unless he acted like Otto, serious and demanding.

It hurt, it hurt alot. To know that after all this time with every hero that he's met and helped, in the end they would throw him away like trash that was long overdue. How much did Otto fuck up his life ?

There was also the fact that his closest friends were away didn't help either.

Logan was in hiding taking care of Laura ever since the entire Mutant Fallout between his School and Utopia. Daredevil was nowhere to be found, not even Elecktra knew. Carol was in outer space since three years ago, Kaine left the hero community deciding to retire and live a normal life since a year ago.

Aunt May doesn't want to see him again,Mary Jane was in the photo business as a swimsuit model ignoring him.

He was alone and it hurt.

Sure he was Spider Man but it wasn't the same anymore, People see The Superior Spider-Man not The Amazing Spider Spider-Man. Everything he's done was just chewed, spitted out and molded into something differently.

He's rich now, but in the end what use did money had to him anyway ? He always had the bare minimum, now that he's a millionare he had more money to spare.

Know he had hundreds of different shits and different gadgets but he wouldn't touch them. All of it was his work after all.

But in what could he use all of it for ?

His thoughts have been jumbled and disturbed he couldn't think in any thing but in himself .



Of course why didn't he think of it sooner.

After all treating one self wasn't such a bad thing.

So he was going to treat himself to the one thing he always wanted Time.

So he would have to deal with.


Read and Review cause I'm not sure when ill write it again, so your opinion will help with this.