A Superior Hero

by MetalJrock

Old Habits

Otto sighed, sitting atop a tree branch. He perched himself and crouched down to get a good spot to sit. He forcefully removed the mask from his face, looking at the damage cloth and lenses. 'Once again, you proved you haven't learned anything, Octavius. You claimed to be superior yet you cannot control yourself.' he thought, narrowing his gaze at the mask again.

He was ready to throw it away, but the sound of six voices made him pause as well as the sound of snow getting stepped on. 'Of course they followed me. I do not wish to talk to them. I have to retreat for now until I feel I can face them.' he shot a line of webbing and swung off another tree, swinging into the forest after putting on his mask.

"Otto! Where are you?" Twilight wondered loudly, she and her friends wandering around the outskirts of the Everfree Forest.

Applejack groaned, "Where the hay could he have possibly gone to? He could only move so fast."

Rainbow hummed to herself, "I'm gonna go scout ahead and see if Otto's ahead." she decided, ready to fly into the forest.

"Wait, Rainbow... Maybe we should wait for him." Fluttershy suggested to the cyan mare.

"What? And leave him wandering around a forest? Sorry, Fluttershy, but I'm not leaving him behind."

"Rainbow's right, Fluttershy. We can't leave Otto like that. Especially with how he reacted." Twilight added, looking into the darkness that was made by the large trees. "Wait..." she paused, using her horn to create a light bright enough to see now that the dragon was gone. She spotted a thick white strand hanging from a tree branch. "This looks like one of Otto's strange web lines. Maybe he left a path by accident." she deduced, gazing at the artificial gossamer.

---

'Annoying web-shooters. Always running out of fluid when I need to use them the most.' Otto grunted in his head, using his agility to swing and jump across the trees. 'It's times like this where I miss New York's skyscrapers. It makes it easier to wander around. And hide.' he thought again.

Holding out a hoof, Octavius stuck to the bottom of a tree branch, swinging himself off of it, performing a flip as he did, landing on another branch perfectly. 'Luckily, the agility of my new body allows me manuverability that more than makes up for the lack of tall buildings to use.'

Spider-Man hopped off, seeing a light in the setting sun despite the many trees covering him as well as the clouds in the sky. "If I am to be a superior hero, then I must start learning now."

Otto found himself at a nearby ravine. Thirsty, he removed his mask, glancing at the water. 'Looks clean. It will have to do until I find my way back to Ponyville.' he took off the black and red spandex for a moment to dip his hooves into the water, hoping to get a sip. He repeated the action and was about to look away, but his Spider-Sense tingled on the back of his neck.

On instinct, Octavius jumped into his black and red spandex before putting on his mask. He could see ripples in the water, them getting bigger with each passing second. 'Water is triggering the Spider-Sense? Are there jammers in this world I'm unaware of in this dimension that can trigger it?' he wondered, recalling the devices that removed Parker's Spider-Sense for quite some time to stop an old foe.

Then, something emerged from the water. It had three heads and one body. Otto sighed as it roared, 'Yetis, dragons and now a hydra... What cartoony mythical world have I wandered into?' he thought in slight disappointment.

The hydra roared, snapping one of its heads down at Otto, who jumped out of the way. "Stupid creature. I do not have time to quarrel with you." he grunted, driving all four hooves onto the neck, cracking it slightly as a result. The monster roared in pain, trying to recover from Spider-Man's painful attack.

"That's right. Learn who is your superior, mindless beast." Spider-Man boasted. Without his webs, he would have to find another method to avert the creature without killing it directly. 'Hmph. I must show this being the error of its ways.'

Spider-Man leaped, uppercutting one of the heads as hard as he could, causing the monster to tumble onto its back, creating a small shockwave from the force of the landing. Otto kicked it while flipping backwards, seeing the monster attempt to move its third head in his direction swiftly. When he saw this, Octavius landed and slid on the grass, dodging the bite in time.

The hydra roared again, and lunged another head after Octavius. But Spider-Man backflipped into a hoofstand, flipping back onto his backhooves a second later to successfully punch the creature in the neck again. "You are lucky I am out of webbing." he taunted, sliding again and kicking the creature in the chest.

'It is no use. I cannot fully reach the hydra without the use of my webbing. Even with my heightened abilities, I can at most leap to attack, but that would prove tiring after awhile...' Otto thought, 'Forget it. It's either that or be a monster's lunch, and I did not become a pony just to become hydra food.'

Spider-Man jumped up, rearing his hoof back, landing a powerful blow to the hydra and making him move backwards. "Do not tempt me to end you, hydra." he warned. "I am not in a pleasant mood."

The wall-crawler dived, flipping over a head as it neared his body, using a hoof to keep his momentum while vaulting. 'Let me keep this up. I can send him back to whence it came.'

Driving his forehooves upward, Spider-Man punched the monster, making it roar in pain. Otto smirked under his mask, "That's right, you vile being. You are no challenge for me."

The hydra nearly bit Otto, but his Spider-Sense warned him of the attempt. This time, Spider-Man punched the creature in the mouth, knocking out a tooth in the process. "If you know what is good for you, you will retreat." he revealed, hopping up and kicking the neck of the middle head.

Landing on the shoulder, Otto repeated the action to the left head, nearly breaking its neck in the process. "Must I repeat myself, hydra? Go!" he ordered.

Nodding, the hydra went back underwater where it would recover from the battle. Otto panted, removing his mask again. "Finally. Now I can get some peace and quiet..." he sighed in a whisper, wiping the sweat off his face and sitting down.

"Hey! He's over here!" yelled a light voice from a distance.

'Curses, pink one!' Otto grunted inwardly, cursing under his breath. "The battle was too loud. They must have heard the many sounds from the hydra."

"Otto?" Twilight wondered with concern in her voice.

Not looking at the ponies, Octavius replied, "What do you want?"

"We came to check on ya." Applejack answered, "Ya didn't look too good after fightin' the dragon."

"Yeah! You even called yourself a monster. You don't look like a monster." Pinkie recalled.

Otto sneered, "You do not know the half of it. As Spider-Man and Doctor Octopus I committed many atrocities. Today, I nearly beat a dragon to death after he begged for mercy... It brought back a memory I swore to push aside when I found out you were willing to help me adjust to this world."

"Do you want to talk about it?" Fluttershy offered.

Waving a hoof, Octavius responded, "It is not for those with a weak stomach, I assure you all. I just needed to time to focus. Unfortunately, it seems some things never changed about me. I am still the arrogant, merciless asshole I always was."

"Otto. We never wanted to change everything about you. You can still act like your old self, but we just want to help you be a hero, not to forcefully alter how you behave when not in costume. Yeah, you can be a little hardheaded and stubborn from what I've seen, but that's not a bad thing at all." Twilight comforted.

"I see..." Otto hummed.

Rainbow nodded, "C'mon, Otto. Where's the boastful scientist we met before?"

"I never left, Skittles." Octavius answered with a smirk.

Applejack chuckled, "Well, ah think we should head on back to Ponyville. Believe it or not, there's a crowd rootin' fer ya after what you did back there." she revealed.

Otto pointed a hoof at himself, "Me? But I nearly killed someone in cold blood. I told them, I am no hero. Just someone who wants to make sure they're safe if you cannot stop the threats on your own."

"I dunno. Sounds like a hero to me." Rainbow quipped. "I do that every week!"

Twilight sighed, "Otto. You spared him at the end. You actually showed mercy and regret over what you did. They can see the good in you. I think you should do the same."

"Yeah, Otto." Spike agreed, "You got some fans now. That's a start, right?"

Nodding, Octavius looked at his friends, "I suppose. But I have a lot to learn if I wish to be a better hero."

"Well, we'll be with you every step of the way." Rarity assured, "Now how about we clean you up before you introduce yourself to Ponyville, huh Octavius? I can take you back to my home to repair your costume and remove the stench."

Otto raised a hoof, sniffing underneath it, 'Feh. I do reek. I suppose I can use a good cleansing.' he nodded, "Very well, Rarity. I accept your offer." he decided.

---

The dark being hovered around, seeing Kragonn lying on the floor, 'First the yeti, and now you. You are lucky my physical form hasn't regenerated yet, otherwise your punishment would be more severe.' he threatened.

"I-I'm sorry, Master." Kragonn coughed an apology, "I will try again when I recover."

'No. You are done. Spider-Man is proving to be a bigger nuisance than I anticipated if he is able to defeat you in combat. He thinks he is superior to me. I will prove how wrong he is when the time comes. In the meantime, I need something to weaken him. And a new slave who can do the job.'

The being pondered, looking at the crystal ball he used to monitor the Elements and Spider-Man. 'Of course...' he purred, looking at a picture of a strange artifact. 'This will prove successful. The Alicorn Amulet... Now I need somepony to use it while I regenerate my true dark form...' he pondered.

'I need somepony who holds bitterness toward the Elements.' he mused. He saw something that caught his interest. The figure saw a blue unicorn trudging a cart in the snow, wearing a wizard hat and a wand for a cutie mark. 'Perhaps she could be of use...' he said, taking a closer look at the mare.

'Trixie Lulamoon. Ever since Twilight showed her up when they first met... She had been a laughing stock across Ponyville. She will no doubt want to prove herself to Twilight and Spider-Man.'

He readied to arrive in the desired spot, 'She will prove a viable threat with the Alicorn Amulet. It will take a short time to find, but with it, perhaps she can regenerate my body faster with its properties.' he realized, fading away to his target.

Author's Note:

If anyone's curious, this is an AU set during Season 3.