A Superior Hero

by MetalJrock

Memories of Failure

Otto felt himself afloat in a green void. A location he seemed to recognize from his reaction. His eyes widened as his pony form was changed to that of his original body. He was chubby, wore a green jumpsuit, goggles over his eyes and had a metal strap around his stomach, connecting to four metal tentacles.

The void began to take form, of that of the city he started in. "New York..." he grumbled, landing on the streets. Otto looked up at the green empty sky that was formed in his mind. "Why am I back within the mindscape? Surely nothing else is here for me to see." he pondered.

Otto then took a look around, seeing images of his past as well as certain memories he had been given from Peter, which seemed to make the transfer to Equestria. He saw various moments that made him the man he once was and who he is now.

He saw his father beat him. He saw himself get picked on, his mother not wanting him to grow up and ensuring him as a human with nothing to define him in life and no future, the accident that enfused the tentacles to his body. And of course, he saw the many countless battles he had against Spider-Man, the very man he had once despised.

Otto grumbled as he saw the wall-crawler. The first time they fought, the time he had unmasked him, believing that Parker had pretended to be Spider-Man due to an illness, the Master Planner phase, the various incarnations of the Sinister Six, his plot to destroy the world. All of them failed thanks to the web-slinger, all handled nonchalantly by him. This set something off in Octavius. He wanted to prove Spider-Man that he was superior to him and every way.

Then, came the news. That he was dying of brain degeneration after the many beatings received over the years. After all, he was a normal man with a gifted intellect and metal arms. Otto frowned as he watched himself suffer, recalling the many times he was betrayed and beaten by Spider-Man, the Hulk, Iron Man, and sometimes even his own Sinister Six when turned against him.

"Why am I seeing this again?" Otto whispered, looking at his own body fall apart. All that was left of him was his decaying form, trapped in a lifesupport machine. "I get it. It's eternal punishment for what I have done as Doctor Octopus."

Then, he watched as his dying self fulfilled what he always wanted, the end of Spider-Man. With a golden octobot, he swapped their brain patterns, forcing Peter into his dying body. Of course, Peter wasn't giving up just yet. With everything he had, he and Otto battled one last time, where he planted all of his memories into Octavius' head, giving him a sense of responsibility.

"With great power..." said Peter in Otto's body in the flashback.

"...Comes great responsibility." Otto finished. He knelt down to face the dying man he trapped.

"I understand..." Otto finished.

Peter chuckled, "You better. You're Spider-Man now." he revealed with a small cough, losing his hold on life.

"Spidey! Be careful!" shouted Mary Jane.

Raising a hand, Peter coughed, "MJ? Th-they're all here, let me see them..." Peter begged.

Otto nodded and lifted Peter's head in his arms. "Here." he said softly.

"Promise me. You'll keep them safe." Peter ordered.

Otto sighed, "I... Promise."

Peter began to grow numb, "Hm. That's all I..." he wheezed. "...Ever..." he cut off, dying at last.

"Peter?" Otto whispered, gazing at the dead body of his nemesis, knowing what had happened. After that, Otto gently placed his original body back on the floor, where he stared.

'Farewell, Peter Parker. Know this, I will carry on in your name. You may be leaving this world, but you are not leaving it to a villain.' he thought. "I swear. I will be Spider-Man.' he then looked to the crowd, the lenses of his eyes widening.

'Better yet, with my unparalled genius and my boundless ambition, I'll be a better Spider-Man than you ever were. From this point on, I shall become...'

"...The Superior Spider-Man!" he finished with determination.

Otto looked at the memory with a saddened gaze, "Of course, my greatest success and the start of my own downfall. Why am I being shown this? I know what has happened!"

"Because I want to show you a blast from the past!" shouted a voice Otto knew too well.

"Spider-Man!" the scientist snarled.

Spider-Man was perched on a rooftop within the mindscape, "Hey, Otto. Long time no see!" he greeted with a friendly wave. Angered at his appearance, Otto lashed a tentacle out at Peter, who avoided the metal appendage in time, hopping off the building.

"What, no friendly greeting for your nemesis? For shame, Ock!" Peter quipped.

"Don't you ever call me that again! I thought we were separated, but you haunt me again!" Otto snarled, lashing out all of his tentacles in Spider-Man's direction, but the wall-crawler avoided each attack with ease thanks to his Spider-Sense.

Spider-Man flipped onto the side of a building, which he climbed up, "Come on, Otto! You should know by now! It's not actually me that's in here!"

Octavius grabbed Peter with a metal claw, slamming him onto the floor, "What are you talking about, idiot?" he asked, picking Spider-Man up by the head.

"I'm the memories you have of him given form." revealed the remnant of Spider-Man, breaking himself free of Otto's grasp, landing on the floor in a kneeling position. "I thought a man of your intellect would've figured that out by now."

"Don't you dare insult my intellegence!" Otto yelled.

Spider-Man shot some web-balls at Ock's tentacles, jamming them temporarily, "So, what happened, Ock? You wake up in a new world, say you want a second chance, but the second you see me, you get bloodthirsty. Have you learned nothing after everything you've been through?"

Otto yanked the webbing off of him, "Of course I have. But I refuse to have you judge my every decision again. I have erased you before and I can do it again."

The scientist lunged after Peter, the hero grabbing the metal arm and flipping it over him, bringing Octavius along. The villain landed on his stomach as a result and formed a crater on the floor. "Wow, Ock. I knew you were bloated, but to cause this much damage? That's impressive." he joked.

"Shut up you infernal being! I refuse to have my own brain play thse tricks on me!" Otto screamed, picking himself up and trying to attack Peter, to no avail.

Spider-Man sighed in annoyance, "Really, Ock? The whole attack me with no strategy thing? You of all people should know that never works out for anyone."

"Silence wall-crawler!" Ock commanded, ceasing his attack for a moment, "Now explain why you are tormenting me within my own mind once again."

Spider-Man raised a finger, "Uh, first of all. You were in my brain first. I was only trying to get it back. Second, I'm here to see if you actually learned anything, which seemed to be a mistake as you attack a remnant created by your own brain. Third, I was hoping to find a burrito shop somewhere. Do you know where I can find one? I'm getting kinda hungry and us ghosts need to eat." he rubbed his stomach while speaking, chuckling.

"As annoying as ever. It seems my own mind is my downfall. Now, elaborate before I erase you for good." Otto commanded, lowering his arms.

Grumbling, Spider-Man crossed his arms, "Jeez. Impatient much? Alright, I'll get to the point. I'm your conscience taking the form of the man you once hated, but you probably figured that out. I'm trying to test you, Otto. To see if you're actually trying to move on, or see this is a fake sob story just so you could avoid your past."

Otto raised a brow, "Of course I moved on you simpleminded fool. If I am to be stuck here, I wish to seek a second chance to redeem myself at last. And that starts by forgetting my mistakes."

"Well you're doing a terrible job of that. Every choice you made since you arrived was to quit and isolate yourself from Equestria because of what you done. In fact, let's go back to see what moments you considered a failure in your brief tenure as Spider-Man." Peter suggested, revealing more memories formed in Otto's psyche.

Octavius looked at the many moments that he thought were good but he deemed terrible in hindsight. It all started with a new Sinister Six, which he nearly ran away from like a coward before maiming them on public television. Then, there was the death of the mass shooter Massacre by his hand, shooting him in the head before seeking redemption in front of a crowd.

Then, he erased Parker from his mind, which was the start of his downfall. He took down Kingpin, but left a power vaccuum in New York's criminal underworld, he destroyed Horizon Labs due to his own stubborness and vanished for nearly a day. He isolated Peter's friends and family to focus on being Spider-Man.

Of course, all of that paled in comparison to what Otto considers his greatest failures as Spider-Man. The first was the plot of the Superior Six, his own team which comprised of old villains under mind control. They turned against him and New York was nearly turned to ash. The second was when he donned the Venom symbiote for his own purposes, losing control and having the Avengers remove it with aid from Peter Parker's ghost lying in his mind.

And lastly, there was the Goblin Nation takeover. When Otto removed most of New York's criminal underworld it allowed Peter's nemesis the Green Goblin to seize control of New York undetected. In the process, the city was ravaged, people were injured, the Avengers were outnumbered by Goblin thugs and Jameson's Spider-Slayers, and Otto's love Anna Maria was kidnapped. Octavius learned that Norman Osborn figured out the body switch and intended to destroy the legacy of Otto Octavius, which he did successfully.

Finally, Otto was a broken shell of a man, with nothing to be remembered for. That was then Goblin had an ultimatum. He had Anna Maria on a speeding train. The Superior Spider-Man could either save her, or the child tied to the train tracks. Otto hesitated, but that was when Peter's ghost revealed himself, making him save the child. It was at that moment, Otto decided to give Peter back his body where he erased himself and woke up in Equestria.

"Are you here to break me, conscience? Because I will tear you apart now. I have decided to not repeat those mistakes. In Equestria, I will be better." Otto declared.

Spider-Man raised his hands, "Hold on, Ock. Your time as Spider-Man wasn't so bad. You've done some good. Remember?"

More memories flashed in the mindscape for Otto to watch. There was his first good deed and sign of redemption, which was a he performed surgery for a little girl that got brain cancer from his plot to fry the world. He gave Peter a Ph.D and started his own company. He saved Shadowland from Kingpin's wrath. He brought down the Hobgoblin with aid from the city. He took down the Jackal, the Masters of Evil, and taught a young kid how to be a hero. And his recent journey in removing a yeti from Ponyville.

And his ultimate sacrifice, erasing himself and calling Peter the one true Superior Spider-Man to save the city and ensured Anna Maria's safety, even if he weren't the one to do it.

"My Anna Maria..." sighed the ghost of Otto, the las thing he could ever remember. He and Peter looked at a memory of Octavius' girlfriend.

Peter gasped, "You...You really love her."

"Yes." Otto answered, watching the memory fade away and extending an arm as it faded in a blue light, "And to save her, I must give up every part of that love."

Octavius then faced Peter, who donned his Spider-Man suit in the vision and he continued, "For I know... Only you can save her." his body began to fade away.

"Because you are the true Superior Spider-Man." he said his last words before vanishing, as if he never existed.

Enraged and saddened, Otto then grabbed Peter with a tentacle, slamming him through a wall. "Why do you torment me with these memories?! I wish to move on, yet you pester me still!" he snarled, walking toward Spider-Man.

The ghost of Peter stood up and shot some webbing in Otto's goggles, blinding him temporarily before kicking him in the face, "Wow, Ock. I guess I was wrong. I thought you could change. I gave you my memories, I allowed you in my body and you still screw up and have me save the day again!" he yelled punching Ock in the stomach, making him cringe in pain again.

"I grow weary of our rivalry, Spider-Man." Otto hissed, yanking the gossamer off his face, "All this time, you were the one holding me back. My own mind took a liking to you and made a second you within me. I respected you and followed your legacy and I screwed up." he admitted at last.

He grabbed Peter's leg while he was in middair and flung him around, making him stick to the side of a building. Peter got his bearings and kicked Otto in the chest before hitting him with impact webbing, "See, the first step to recovery is admitting you have a problem!" he shouted, landing on one knee.

Otto growled, smacking Peter with two tentacles from above, but Peter held up the metal arms with his elbows, deflecting the attack. "You sound surprised."

"Yeah, I kinda am." Peter admitted, performing a sweep kick to Ock's legs, making him trip. Spider-Man stood over his body and flipped away before an arm could reach him again. "I guess we have to start somewhere."

Otto stood up, "What I don't like is having you here in my brain, judging me and watching me like a baby. I do not need guidance and your opinion on every little thing I do. Not anymore, and yet somehow you followed me across worlds." he lunged another metal appendage in Spider-Man's direction, which he swerved to the left from.

Spider-Man crouched, "Sorry, but it's my job. You made me like this after all." he spun around, hitting Otto with a roundhouse kick, making him stagger slightly. "You're the one getting violent, I'm just acting in self-defense."

Otto held his head, "Curse my mind for replicating every aspect of you. That is what happens when you share a body with a man you consider your worst enemy and inferior counterpart."

"How about we talk our problems out? There might be a ghost Starbucks here we can chill at. Maybe." Peter suggested before having his leg grabbed by Otto, now being hung upside down. "Not a fan of Starbucks? Dunkin Donuts? A five-star restaurant? Come on, Ock. You gotta give me a hint here." he continued to joke.

"Do you ever shut up that mouth of yours?" Ock asked in an angered tone.

Spider-Man shrugged, "Sorry, my fans expect a certain amount of quippage from me. Even if this is a battle of inner demons."

"The only inner demon here is you, fake copy of Spider-Man." Otto snarled, "It's about time I removed you from the equation. Permanently." he smirked.

Instead of fighting back, Spider-Man remained still. "Do it, Ock. Prove that you have learned nothing after everything you experienced. Let your blind hatred and hypocrisy guide your actions again. See if history doesn't repeat itself." as the ghost said this, images of six mares appeared in the mindscape, bringing Octavius to stop himself.

"Those six... Even after I told them everything..." he whispered, "Somehow, they're willing to stick by me and help me become better and I can't afford their demise because of my immaturity..." he glanced at Spider-Man, "Just like you are trying to help me from within."

"So, Ock. What are you gonna do? Kill me? Because it wasn't fun the first few times." Peter wondered.

With a defeated sigh, Otto released his grasp on Peter, showing him mercy. "Very well. I will spare you. If I wish to be a better man, then I will need guidance. If it means having my mind make a copy of you t do so, then so be it."

Spider-Man dusted himself off, "Alright. Glad to have that settled. I'm not like the other Parker ghost if that makes you feel any better. I'm not able to control your body or anything like that. The memories of taken form like this so you could have a guide in becoming a hero. A Superior Spider-Man as you called yourself."

Shaking his head, Otto replied, "I wish to not be called that. I want to be a competent Spider-Man first before we throw that title around." he said humbly with a wave of his hand.

"Huh. I guess you learned something after all." Peter hummed.

At that instant, Otto's form changed, now to his pony form. He looked at his body, seeing his costume on him and the mask in his hooves. With newfound determination, Octavius put the mask over his head, becoming Spider-Man.

The original Spider-Man nodded, "Good luck, Spider-Man. Remember what you learned. You're not alone this time." and with that he faded away for the time.

The mindscape began to fade away, bringing Otto back to the real world, where hours seemingly passed, meaning that it was morning. With a yawn, he sat up. 'The dream. I guess I have a lot to learn after all. Hmph. I shall become a better Spider-Man then I was on Earth. And a better Otto Octavius as well starting today.'

Author's Note:

I thought about it and decided that Otto's redemption isn't quite over yet. We shall see how he fares in Equestria as the new Spider-Man.