A Superior Hero

by MetalJrock

Second Chance

"Ow..."

Doctor Otto Octavius felt the cold of the snow beneath his face. With a scowl, he picked himself up. It was strange because just mere moments ago, he erased himself from the mind of Parker, but now he is able to feel pain again? Something was off about that according to the scientist. So, with an evident scowl, he picked himself up, but he felt something off about his hand.

The lack of fingers. Otto jumped back in surprise at his new limb. When he tried to stand on his feet, he tumbled. 'Confound it... What has happened to my body?' he asked in his mind, 'No fingers and now I cannot even perform the simple act of standing...' he grumbled, poking his nose.

"No... It cannot be. I am a horse! This is a strange form of punishment after all I've done. Perhaps it is a test in the afterlife, one that I shall succeed of course--" he cut himself off, realizing that he was boasting to himself once again.

With a heavy sigh, Otto looked at his hoof again, 'Look where my arrogance got me. I failed as a hero. I was a fool to think I was Parker's superior. And because of my foolishness, New York was overtaken by the Goblin and Anna Maria...' he grunted and shook his head, 'I have every reason to believe Parker has already saved the city and her by now. Because unlike me, he has what it takes to be Spider-Man, and I do not. After all, I was Doctor Octopus, an evil mastermind.'

But Otto noticed something. A sense of familiarity was dawned on him. Upon further inspection he realized he was in his costume. Disgusted, he forced the black and red costume off of his body and tossed it aside. 'The universe is cruel to me. It wishes to remind me of my greatest failure. Very well, I very much deserve it.' he groaned. Octavius noticed that the webshooters he designed were still on the costume. 'Fine. I shall find a trash can to properly dispose of this suit.'

Otto picked up the costume's sleeves, which was altered to fit this new form somehow, getting used to his new hooves and shot some webbing, creating a backpack out of it. 'With my web-formula it should last long enough until I can properly rid myself of my past.' he mused, grabbing the costume and placing it in his makeshift bag before wrapping it around his barrel.

'Even I cannot get used to being a horse. Now, if only I can figure why that is. Is this heaven, hell or purgatory? Most likely the latter two if the past few minutes were to be judged. Perhaps, I can get answers if I continue to move-'

He stopped thinking for a split-second. A tingling sensation in the back of his head stopped him. On instinct, he moved his head to the side, dodging a ball of snow that nearly hit him. A little annoyed, Otto turned around and saw a little colt, which surprised him. The little horse looked at him, "Sorry, mister, I was aiming for my friend." he pointed at a filly, who waved slowly at him.

"I-It is fine. You may continue to play." Otto said before walking away, leaving the children to play. 'That is bizarre. There are others in this form similar to me. Perhaps this is a mindgame. If so, then this is more peaceful than I ever expected.'

But another thought dawned in his head, 'But the sense I felt before I avoided the snowball. That was the Spider-Sense!' Otto realized, rubbing his head, pulling back his mane a little, 'That must mean that I have retained Parker's powers somehow. Fheh. Of course, a cruel reminder that will stick with me for all eternity.'

To test his abilities out again, Otto jumped up and stuck himself to a tree, and was still. He hopped off, performing a front-flip in the process, 'And I have kept his athleticism. As much as I hate to admit it, that is something I wish to have on my original body.'

Otto grumbled, "Now the real question is... Why am I here? And why do I have Parker's powers? I must be in a strange parallel dimension obviously, now all that's left is to wonder why it is the universe has given me my infernal costume."

Shivering in the cold, Otto continued to walk, 'If only whoever is doing this could have provided me with a something warm. Maybe even a scarf at least. I know I am not the nicest man, in fact I was far from it. But I am a little cold.'

With no other option for warmth, Otto relunctantly picked up the costume he began to loathe.

His Spider-Man costume.

"No. I will not wear this anymore. Not even for my comfort." he decided, changing his mind and placing it back in his web bag.

Continuing on, Otto shook the snow that began to fall on his head off. The snow continued to fall, but Octavius did his best to trudge through the weather. The town he was in was small, 'And of course it is filled with horses. And they are waving at me. They shouldn't be. The old me would have loved the attention, but I dread it now. I cannot have anyone know of me.'

His Spider-Sense barely went off before he found himself staring eye to eye with a pink pony. In surprise, Otto jumped back far. 'Who--?" he cut himself off as the pink pony spoke.

"Hi there! You must be new here because I haven't seen you before! My name is Pinkie Pie and you are?" wondered Pinkie, poking Otto's chest, wondering his name.

Otto gently swiped Pinkie's hoof off of him, 'She is trying to talk to me. If only she knew who she was truly talking to, then this mare wouldn't be this happy.' he thought. "If you must know, my name is Otto Octavius. I am new here." he slowly revealed. "Now if you excuse me, I must depart from this intrusive conversation."

"Ooh. Where are you going?" asked Pinkie.

Raising a hoof, Otto was about to say something, but bit his tongue, "I-I do not know. I am merely wandering." he admitted. "For I myself do not have a home to reside in."

A frown was seen on Pinkie's face, "Aw. That's not right. Nopony should be left homeless on Hearth's Warming." then a smile formed, "I can help you find a place to stay until you know where to go!"

'No.' Otto thought, 'You mustn't get any one of these people close to you. Lest you have a repeat of Goblin's attack. The last thing you need is someone else to become a target because of you... Then again, no one knows who I truly am in this world. Perhaps a temporary home wouldn't be so bad.'

Shaking his head, Octavius responded firmly, "Very well, Pinkie. If you wish to aid me, then so be it. But only until I can figure out where to go." he decided.

"Okie dokie lokie! I have a friend who might just be able to help!"

---

Twilight sat down, opening a book. The unicorn was ready to be engrossed in another tale. Spike, meanwhile, wandered around the library, putting on a hat and scarf. "Hey, Twilight. Do you mind if I go out for a bit?" he asked.

Nodding, Twilight looked at the young dragon, "Sure, Spike. Any reason why?"

Spike shrugged, "I dunno. A quick bite?"

"Go ahead. But don't be too late." Twilight said.

Spike nodded and opened the door, unprepared to see Pinkie with her hoof raised and ready to knock. "Hi, Pinkie. Uh, who is that standing behind you?"

"Oh, sorry Spike. This is my new friend Otto Octavius!"

Otto rolled his eyes, 'Friend... Sure. I wish not to form bonds with anyone. Never again. I wish to leave sooner rather than later. But if I must, then so be it.' he cleared his throat, "Er, yes. It is a pleasure to meet you, dragon." he greeted.

"Alright...?" Spike replied awkwardly, "I'm just gonna go and leave this to Twilight."

"I heard everything, Spike." Twilight said, walking down the stairs as the dragon walked away. "So, Pinkie, why are you here?"

"Because my new friend Otto needs a place to stay. I was wondering if... you had a spare room. The Cakes can't spare a room what with the twins and me." Pinkie explained. "And you seemed the most likely to have extra space. Oh, Otto meet Twilight Sparkle one of the nicest, smartest ponies ever!"

"Why would you need a home?" the unicorn asked Otto, ignoring Pinkie's praising.

With another heavy sigh, Otto spoke, "Because I have nowhere to go. She insisted I stayed here and followed her. With no other option, you see I am new here. And have no set goal in mind. I just want a second chance."

Twilight raised a brow curiously, "That's a shame. Luckily, Ponyville is known for giving second chances. I'm sure you'd love it here." she insisted.

"Sorry, but I do not wish to keep a home. I truly wish to move on from my past and that includes keeping connections with anyone." Otto revealed.

Frowning, Twilight looked at Otto, "It doesn't have to be that way. If you truly wish to move on--"

Otto cut her off, "No. I am only here until I can find my way around. After that, I am on my own."

"But to be out there in the cold? Especially during Hearth's Warming? Nopony should do that. If you really need a temporary place, I have a spot in the basement you can use. It was my lab, but you can make it into a room if you want." Twilight decided.

Otto remained silent, 'A lab? Is there truly someone in this world with intellect similar to mine? I didn't think this world even had science to understand.' he then spoke, "Very well, miss Sparkle. But only for a little bit, after that you may never hear of see me again. I wish to remain as though I never existed."

"O-Okay..."

The scientist trudged downstairs, 'This was a mistake. I cannot make the same errors as before. She has honestly given me a home, a total stranger. With only the trust of a friend of hers. This world is a lot nicer than Earth, I'll admit. But the mistrust there is justified. Here, it seems the ponies can always trust.'

Otto removed the bag from his barrel and sat on a wooden chair. He took out the costume and held the mask in his palms. He gritted his teeth in anger. "Not anymore. I do not wish to have this costume."

"Otto?"

The former human looked up, seeing Twilight follow him, 'Confound it, mare. I have to hide this.' as fast as he could, he slipped the costume back into the bag before Twilight could notice. "What is it you wish to bother me with?" he asked in a stern tone.

"I know you want to stay alone." she recalled, "But it is a holiday. Nopony should feel that way."

"Then you truly don't know me. This is a justified punishment." Otto responded coldly while taking a quick glance at his bag.

Twilight put a hold on Otto's shoulder, "Well, tomorrow is Hearth's Warming. I don't like seeing anypony, especially somepony like you, alone and down. You seem trustworthy, then again Pinkie can trust pretty much every pony. But you seem nice to be with. If you ever change your mind on being alone, Pinkie's having a party at Sugarcube Corner later on to celebrate. My friends will be there, and we can help you with the second chance you want."

Otto gritted his teeth and threw his hooves in the air, "Don't you get it, woman? I wish to be alone. I don't understand why all of you are being so friendly!"

Instead of being angered or annoyed by Octavius' outburst, Twilight remained calm and stern, "I understand, mister Octavius." she began to walk away, "If you ever change your mind, you can come." she offered one more time before closing the door, leaving Otto to brood in the darkness of the lab.

The scientist put on a small lamp in order to get some lighting in the room after a small nap, 'I don't need her. I don't need anyone in this forsaken dimension. Ever since Parker revealed himself to me, I thought myself to be gone, I felt I didn't deserve to live anymore in his body. With this new chance at life, I can't risk anyone else's life. They deserve better than to know Otto Octavius. The man who doomed the world and failed as a hero.'

Otto glanced to the side, observing a book, presumably written by Twilight. Curious, he picked it up, "Fascinating. That mare seems to desire an understanding of how this world works. And the pink one. She studies magic, of course. Then again, I am a man of science, so who am I to judge. This world is intruging to say the least. Perhaps, I myself can learn a thing or two about this world if I am to stay here." he mused to himself.

Octavius then looked in a mirror, taking an observation of his new beige form. "Huh. So it seems this new form has given me the features of my old body, yet retains some of Parker's. I recognize my haircut yet I have his slimness and powers. And this strange tattoo is a spider body with octopus legs. What even is that?" he wondered, looking at the mark located on his flank.

Then, he saw something strange. He saw a familiar blue ghost of a man glare at him. Otto scowled at the sight of the man before him. "Parker..." he hissed. The image of Peter appeared in his reflection, giving him a dirty look.

'So, Otto...' the reflection began to say to him, Otto knew that it wasn't the actual ghost that laid within his mind, and more his subconscience mocking him for his current predicament. 'You failed as a superior hero. I had to come back and save your sorry butt. What makes you think you can do better this time?' the fake ghost of Peter asked in a mocking tone.

"Even after death you can't leave me alone, Peter." Octavius slowly responded, "If you must know, I am through being Spider-Man. And I am done trying to make a better name for myself. I deserve everything that has been thrown at me and then some. I no longer wish to be remembered as the greatest. I--" he cut himself off, not wanting to continue as the blue image faded from the mirror and his mind at last.

Hunching himself over on a chair, Otto once more looked at his mask, the memories flooding back. He forces his eyes shut, 'What if something happens?' his mind and heart began to flood with guilt, 'Surely the ponies of this world can handle themselves. They do not need the failure of a hero like myself to protect them.'

Then, Otto felt his Spider-Sense go off right as everything around him began to rumble. He fell on his face and picked up everything that fell off the shelves with his enhanced speed. 'What the hell was that? Even then, I cannot get answers by just standing here. I have to go investigate.'

Focused, Octavius was ready to go upstairs, but he took a second look at his bag. 'I cannot don the costume as a hero... But there may be danger awaiting, and I'm better off with a secret identity lest no one gets caught in the crossfire again.' he closed his eyes, 'I am sorry, but I must take it. As much as I don't want to.' he wrapped the bag around his barrel and trotted out of the library as fast as he could in order to investigate.

The first thing Otto noticed was that the snow began to fall harder, almost like a blizzard. "Egads!" he shouted, trying to cover himself as much as he could. "The storm is getting irritating! It was not this bad when I arrived in this town! Clearly, either the weather got really worse and started an earthquake, or this was from an outside source." he realized, looking around, seeing ponies all around him, clearly unmoving. Taking a slow step forward, Otto looked at the ponies' still form. "They're frozen." he deduced in a whisper, "If that is the case, then I do not have much time to save them. I must find Twilight and see if she can figure out the source."

Then, as fast as he could, Octavius began to run, ignoring the cold that nearly froze him. He stormed into a building that looked like candy, beliving it to be Sugarcube Corner and wandered inside. "Damn it." he growled, seeing the frozen ponies inside, "I am too late here. Maybe..." he pulled out his costume, recalling a feature he installed to his gauntlet, 'If I can press the button, the flames should still be active even in this weather. I have designed it to counter that accursed symbiote when I... attempted to bond to it. Then again, I have made it meaning it's flawless--' he stopped himself again at him boasting and shook his head, 'No, Otto. No more boasting. These ponies need help and I don't like to say it, but they need me.'

Pressing the button on the gauntlet, the scientist released a burst of flames, carefully aiming it around Twilight's frozen figure. After a few moments, she finally moved, relieving Otto. "O-Otto?" she gasped, finally able to walk around, "What happened here?"

"That is what I am trying to figure out myself. Honestly, you should know." Otto replied. Then his Spider-Sense went off, feeling the ground move again and he looked up, seeing a small chunk of the ceiling fall right above Twilight, "Move you annoying mare!" he order, shoving Twilight with a dive and the two avoided the chunk of ceiling.

Twilight looked up, "How did you do that so fast?"

"No time to explain. You must fight off whatever did this. Do you remember anything?"

The unicorn looked outside and saw the blizzard, "That's right. We were fighting a yeti that attacked sometime after we arrived. I came in here to make sure everypony was safe, but then..." she paused, "My friends are still outside, I can't fight it without them and it'll no doubt try to stop me. And the others frozen... we have to save them before they die in the cold."

Rumbling was heard again, moving closer to the building. Otto glanced at the strap on his bag, 'I cannot believe what I am about to say... But if Twilight believes she needs her friends to stop this monstrosity and the ponies need to be saved, even my flames cannot thaw out an entire town....'

"Twilight..." Otto began to speak, "I need you to keep a secret. Because this will be the last time you will ever see me do this. You must thaw everypony and get them to safety. I will hold off the monster that is plaguing the town."

Twilight raised a brow in confusion, "Otto are you sure? It's dangerous! You could die!" she shouted worriedly.

'Stupid mare. I have already died. It seems the universe had different plans.' Otto thought, pulling out his costume. He exhaled sharply and put it on as fast as he could before placing on the mask, it's black lenses making him look angry. "I am sure. I may not be a hero, but for today I will make sure you all survive. I cannot afford anymore lives lost." he flicked his hoof, figuring out how to activate his web-shooters, but after a few attempts he managed to create a strand before swinging out.

Twilight slammed a hoof on the ground, "Otto, wait!"

---

Otto clung to the side of a building, seeing something blue and white storm around. 'That looks to be the yeti. He is quite taller than I anticipated. But Twilight's the only one who can get the ponies to safety. Unfortunately, that leaves me to hold it off in the meantime.' he thought.

Flipping onto the roof of the home, Otto called out, "Hey! You annoying creature!" the yeti turned around at the sound of his voice, with a huff, he raised his arm, revealing his icy baton.

"You think you're terrifying? Typical of monsters like you." Spider-Man grumbled, his Spider-Sense going off in his head. When the yeti lowered his arm to smash Octavius, he flipped up, focusing his hooves to shoot a strand of webbing in order to swing off of it. "You are clunky in movement. This may be easier than I anticipated." he bragged.

The yeti roared, shooting some ice out of his mouth and nose. 'My suit is heated. It should protect me from most of the cold. Most of it, I should evade this attack as a necessity.' Spider-Man thought, flipping into a hoofstand onto the icy surface of the baton, 'My adhesive abilities should allow me to stick. If not the talons I've planted onto the tip of where the fingers should go will supply me with the ability to stick.'

Spider-Man ran forward, running up the yeti's arm, "You will not harm another living creature here again, you giant beast!" he shouted, punching the giant in the cheek, cracking sounds were heard as he did, the area starting to look bruised. The yeti roared again, nearly freezing Otto.

Luckily for Spider-Man, he jumped out of the way and shot some more impact webbing on the monster's back before kicking him. "I will make sure you do not come back here by the time I'm done." he threatened, slamming his hooves directly onto the yeti's back again, making him stumble.

The yeti snarled, swiping an arm at Otto, who moved away before it could reach him and he hopped on top of it. "Sloppy movement. You should feel sorry facing me." he said, but stopped himself while running, 'No bragging, Otto. Remember where that got you. I truly never learn. A flaw I shall rectify.'

In response, the yeti tried to shake off Spider-Man, but he stuck to him. Otto then leaped and kicked the monster clean in the face, bruising him again. The giant tried to freeze him again, but Otto raised a hoof and pressed a button revealing his flames, taking the form of a sword. "Now... If you know what is good for you, you will retreat at this very instant. Otherwise..." he paused, putting the fire onto the yeti's body, making him scream. "I will continue this until you burn to death. Now, a simpleton like you may not understand my words, but I decided actions speak louder for times like these." he warned, 'Hopefully it accepts and retreats. I am not taking another life.' he thought. "Now, I do not want to see you here or anywhere else, otherwise I may do so."

Fearing for himself, the yeti stormed off, the storm it brought fading away in the process. Otto jumped off and landed on the snowy floor before turning off his gauntlet, his strength absorbing the landing. As he saw the creature storm into the forest, he sighed, "Good riddance."

"Hey, mister!"

Spider-Man turned around, seeing a group of ponies circle him and ask him various questions, he knew Twilight freed them, the usual questions he expected like, "Who are you?" and "Where did you come from?" but Otto decided to answer the questions as best he could.

"Calm down. If you must know... I am no hero. I do not wish to be called one. This will most likely be the only time you'll ever see me and I wish to be alone." he flicked his hoof, managing to shoot some webbing onto a nearby building before zipping away into the shadows, where he wished to not be followed.

---

Otto walked into Sugarcube Corner, bag strapped to his back, seeing it crowded with ponies all celebrating the holiday and the savior of the town. "Hey, Otto!" Pinkie waved, gesturing him to meet her friends. Deciding to humor her, Otto walked forward, 'This better be worth my time.'

"What do you want, pink mare?" Otto asked.

Pinkie retained her smile, "I just wanted you to meet my friends since I thought our earlier encounter went so well." the scientist rolled his eyes at that, "You met Twilight already!" she gestured to the other four ponies, "This is Rainbow Dash, Rarity, Fluttershy and Applejack! The six of us are the bestest of friends!"

"It is a pleasure to meet you, mister Octavius." the white unicorn, Rarity, greeted.

"Likewise to you all." Otto said politely, "But I wish not to make friends here. For I must leave soon."

"That's a darn shame." the orange earth pony, Applejack, responded, "Ya may like it here."

"It is for the better." Otto insisted.

The yellow pegasus, Fluttershy quietly spoke, "Um... Why? If you don't mind me asking, that is."

"Don't you idiots get it? I don't deserve friendship! Not after everything I have done!" Octavius almost yelled.

"Hey!" the blue pegasus, Rainbow Dash, called out, "You take the insult back! Why are you being so stubborn about all this?"

Twilight glanced at Otto, before he sighed in defeat. "Very well. If you wish to know. Then follow me. Only the six of you."

Soon, the six followed Otto into a secluded area. "Okay, did he just do the vanishing act?" Rainbow asked.

"No, I'm sure mister Octavius has a reason for bringing us here." Rarity assured.

"Indeed I do."

The six ponies looked up, seeing Otto clinging to the side of a building, wearing his Spider-Man costume, "I wish for this meeting to remain between the seven of us."

"Y-You're the one that stopped the yeti?" Fluttershy realized.

Removing his mask, Otto spoke, "Yes."

"Really? How? Because that was awesome how you made it run away like that!" Rainbow complimented.

Otto scoffed, "It was not awesome as you describe it. I only did what I felt was necessary to ensure your safety. I do not want credit. In fact, I was planning to get rid of this confounded suit tomorrow."

"Why would you do that?" Twilight asked, "You did a lot of good today."

"Because I do not deserve to wear it." whispered Octavius.

"Why not, darling?" Rarity wondered.

Otto raised a hoof, "Because after everything I've done in my life, I do not wish to be considered a hero. After everything, having friends only puts them in the crossfire of what I did. Especially before I donned the suit."

"I dunno, Otto. Out there, ya certainly looked like a hero." Applejack replied with a soft smile, "What made you start to think crazy like that?"

Scowling, Otto gritted his teeth, "If I tell you, you will despise me. If that is what'll take for you to leave me alone, then so be it. I am not from this world." that earned some gasps from the mares listening, "I know. Anyway, I am Otto Octavius. Back on my world, I was considered a threat, Doctor Octopus. I have had maniacal plans to rule the world and the like, even nearly destroying it a few times over. But one man always got in my way."

"Who?" Pinkie asked.

"Spider-Man. Everytime, he proved himself superior to my schemes and he was. At some point, I began to die, so I had the plan to switch bodies with him. But of course, he managed to implant his memories into my mind in his body, bringing his sense of justice to me. From that day, I vowed to become a better Spider-Man, a Superior Spider-Man as I referred to myself time and again. Looking back, all that boasting was all for naught."

Otto continued, "I thought my methods to be helpful. Survelliance, killing, maiming... Even hijacking an alien creature. But then, my and Spider-Man's worst foe came back, the Green Goblin. As Spider-Man, I wanted to leave a legacy for Peter Parker and Otto Octavius, but Goblin threw away the legacy of Otto Octavius and kidnapped the love of my life, Anna Maria. I have learned that remnants of Parker's mind lived on in me. And with nothing else to live for, I gave him back his rightful body so he could save the day as the true Superior Spider-Man, where I would erase myself from existence. That's when I woke up here."

The six looked at one another, where Twilight was the first to speak after a few moments to process the information. "Otto... Is the original Spider-Man still in your head."

"No. But my mind tricks me into thinking otherwise." Otto revealed.

"Then everything you did today was of your own accord. You decided to put on the costume and fought the yeti. Today, you were a hero." Twilight said.

"Please, even after everything I said, you should think the opposite."

"You kidding? You fought off a yeti and saved Ponyville! That's me levels of cool!" Rainbow said.

"You may have been a bad man before, Octavius. But putting that aside based on your actions, we think you may be worth the second chance the universe gave you." Twilight complimented.

For once, Octavius was at a loss for words. "W-What are you saying?"

"We want to help you. You can stay in Ponyville and learn what it means to be a hero." Twilight offered.

'I-I don't know. Can I truly move on from my past?' Otto thought. 'Perhaps I can learn. I may not be a Superior Spider-Man. But I can try to be a good one. These ponies, much to my annoyance, are giving me this opportunity. I would be a fool to decline at this point'

"Very well, miss Sparkle. I shall take you up on your offer." Otto decided.

"Yes!" Pinkie cheered, wrapping her hooves around Octavius, surprising him, "We're gonna have so much fun! But first we gotta get back to the party."

Chuckling, Otto glanced at his new friends, "What is Hearth's Warming anyway?"

'I may not have been a good man in the past. But thanks to whatever sent me here, perhaps I can start. I failed as a villain and hero on Earth, but in Equestria, I can be a protector. I wish to make Peter proud in that regard. I can't believe I just thought that. I'm sure he's fine on Earth anyway, and he saved Anna Maria, maybe I will return there one say if I can find a way.'

"Well..." Twilight started, "If you want to know..."

And for the first time in a while, Otto enjoyed the time he spent. In Equestria, he could start over and he was gonna make sure he didn't mess it up.

Author's Note:

A little special I came up with for the holidays. I know it's only slightly Christmas-related, but I wanted to get something out for the day. And I wanted to do a small redemption story.

Merry Christmas everyone!

Comments

[MetalJrock]

7817775 Kind of. I kinda wanted to do a Superior Spider-Man story anyway. Honestly, he's kind of an influence of what I write and rereading Along Came a Spider and the Superior Spider-Man comics gave me inspiration.

[Kenton]

I would've liked it better if he retained human form. But it's still cool.