Chapter 526: Defeat One By OneFlint Marko realized the trap a second too late. He roared, his swirling mass of grit surging forward to crush the two women.
Silvija Sablinova didn't blink. She didn't even raise her rifle. She just glanced at Felicia.
Felicia flashed a sharp grin, curled her fingers into a mocking 'OK' sign, and thumbed the detonator in her left hand.
Hidden electromagnetic coils snapped to life. A massive, localized magnetic field slammed over the street.
Marko shrieked. His body physically tore apart. The magnetic polarity forced every grain of his sand to violently repel against the others. He lost all cohesion in a heartbeat.
Silvija casually tossed an empty glass bottle into the air. She raised a customized handgun and fired.
The bullet carried a payload of compressed Pym Particles. It clipped the glass.
The bottle instantly expanded to the size of a water tower. It slammed down onto the pavement, completely encasing the disintegrating Sandman.
Under normal circumstances, Marko could have shattered the glass with a single punch. Right now, he couldn't even form a fist. He thrashed blindly against the curved glass, desperately fighting to hold his molecular structure together.
"Balasco gave you a massive magical upgrade," Felicia said, strolling up to the glass. She tapped a steel claw against the barrier. "He tethered your soul directly to the sand. It made you immune to telepathic and spiritual attacks. But honestly, I'm pretty sure he screwed you over."
Marko writhed, his face briefly forming in the swirling dust before tearing apart again.
"Spidey came up with this contingency back in Europe," Felicia continued, shrugging. "Magnetize the sand. Force the grains to repel. Before, this would have just scattered your physical body while your spirit safely reformed later. But now? The sand is your essence. If you can't condense the grains, you just die."
If Sandman heard her, he couldn't answer. The magnetic current intensified. Marko hit a critical threshold. His body detonated with a muffled whump against the glass, collapsing into a lifeless pile of coarse dirt.
Felicia let out a slow breath, eyeing the pile. "If they don't trap Dillon, we're still dead, right?"
Silvija slung her rifle over her shoulder. "If your nerves are failing, you can go rest."
"I just want to make sure we don't blow it at the finish line."
"The Wild Pack will secure the perimeter," Silvija said coldly. "He was a mercenary. He accepted the risks. If he wasn't prepared to die, he chose the wrong profession. Go rest."
"No," Felicia said, firing her grapple line into the sky. "I have a friend to save."
Meanwhile, inside Avengers Tower.
Max Dillon surged back onto the penthouse floor, crackling with raw voltage. Ultron's digital countermeasures were finally slipping. Dillon was taking the tower back.
Mac Gargan crouched nearby. His artificial symbiote suit was completely destroyed. He glared at Cindy Moon, who was currently dodging debris on the far side of the room.
"I'm going to rip her head off," Gargan spat.
"Watch your back, Mac," Dillon crackled, floating inches off the ground. "She isn't alone. I just ran into another girl in the walls. Something is wrong with her."
Gargan snorted. "I don't care what kind of freak she is. I'm going to—what the hell?!"
Two hands phased straight up through the solid floor plating. They clamped onto Gargan's ankles.
A violent downward yank dragged Gargan straight into the concrete. The phasing effect cut off instantly. Gargan was entombed waist-deep in the floorboards.
Dillon cursed. He dove forward to grab his teammate.
The second Dillon's hands touched the floor near Gargan, a massive electrical backlash detonated. Dillon shrieked in pain, his energy matrix briefly collapsing. He bounced backward, floating frantically into the air.
Kitty Pryde phased up through the floor next to Cindy. She wasn't wearing her standard X-Men uniform. She was wrapped in the Stark-tech insulated polymer of Peter's Velocity Suit. Any electrical current that touched her grounded out instantly.
Gargan roared. He shattered the concrete with sheer brute force, hauling his bleeding torso out of the floor.
Cindy glanced at Kitty. "I thought his body was supposed to fuse with the floor."
Kitty grimaced. "Ugh. That's disgusting. No."
"It would have been useful. Now he's just mad."
"I'll kill both of you!" Gargan screamed.
His mechanical tail snapped forward. The stinger folded back, revealing a heavy rotary machine gun. He opened fire in a sweeping arc.
Kitty grabbed Cindy's wrist. She phased them both. The bullets passed harmlessly through their chests.
Gargan didn't stop. The tail shifted again, the barrel widening into a subsonic resonance cannon. Being intangible didn't stop sonic waves.
Before Gargan could pull the trigger, a blur of purple smoke and brimstone exploded behind him.
BAMF.
A set of adamantium claws flashed. Gargan's mechanical tail hit the floor in two severed pieces.
Kurt Wagner crouched in the smoke. Standing next to him was Wolverine.
Cyclops had brought a backup squad, but Kang's chronal ambush had scattered most of the roster. Only a handful remained grounded in New York.
Logan popped his claws, grinning around a half-chewed cigar. "Sorry, ladies. Had to time the entrance." He pointed a bloody claw at Gargan. "What else you got in the trick bag, ugly?"
Gargan lost his mind. His skin turned a sickening shade of bruised blue. Heavy, chitinous keratin plating erupted across his face and neck. He abandoned the tech and fully mutated into a humanoid scorpion.
He launched himself at Logan. Logan eagerly raised his fists to meet the charge.
THWIP.
A thick web-line slammed into Gargan's face, blinding him and jerking his head back. Cindy anchored her stance, pulling the line taut.
Gargan stumbled. Logan didn't hesitate. He drove three adamantium blades straight through Gargan's sternum. The impact, combined with the extreme tension on the web-line, snapped Gargan's cervical spine with a sickening crunch.
The Scorpion hit the floor, completely paralyzed.
Up near the ceiling, Dillon watched his teammate drop. He charged a massive lightning bolt, ready to fry Logan to ash.
He never fired.
A gloved hand reached out of the shadows and clamped firmly over his face.
Rogue had hitched a ride with Nightcrawler. She pinned Dillon to the bulkhead, pressing her knee into his spine.
Her mutant absorption dragged Dillon's raw energy straight out of his core. Dillon convulsed. His breathing hitched. The blinding blue light in the room flickered, dimmed, and died.
Electro blacked out.
Chapter 527: Stopping the RhinocerosThe fight ended abruptly.
Logan popped his adamantium claws back into his knuckles, mildly surprised by Cindy's finishing move. Scorpion wouldn't have lasted long against Wolverine anyway, but Logan wasn't about to complain. Dead scum was dead scum. It saved him the effort.
The reinforced laboratory doors slid open. Jessica Drew padded out into the hallway. She blinked at Scorpion's mangled corpse, then stared at the unconscious Max Dillon pinned to the floor. A bewildered, half-hysterical smile tugged at her mouth. She locked eyes with Cindy Moon. Jessica recognized her instantly. It cemented everything: Peter Parker really was Spider-Man.
She kept her mouth shut. Her father had drilled it into her head enough times: masked heroes wore masks for a reason.
Dr. Jonathan Drew hurried out behind her. He scanned the carnage, wiping sweat from his forehead. "Thank you," he breathed, nodding frantically. "Thank you all for your help. But... I still don't understand why Octavius didn't lock the blast doors."
Kitty Pryde phased her shoulders through a concrete pillar and grinned. "Maybe you had an inside man."
The elevator dinged. Felicia Hardy sprinted into the corridor, steel claws extended, ready to tear through a hostage situation. She stopped dead. Jessica was standing in the middle of the hallway, completely unharmed.
Felicia dropped her stance. "Jessica? You're alright? You look... fine."
"I'm fine," Jessica said, eyeing Felicia's tactical Black Cat armor. "Felicia, what are you wearing? Wait—never mind. Where is Spider-Man?"
Everyone turned toward the shattered panoramic windows.
Out on the glass terrace, Spider-Man and the Ultimate Octopus were still trading blows.
Across the battlefield, Gwen Stacy fired a web-line, launching herself toward Avengers Tower to back up Peter. Sandman, Scorpion, and Electro were down. That left only the Rhino and Otto.
Gwen checked her HUD. Less than an hour left. After that, her Ghost Spider isotope would burn out out. They needed to finish Doctor Octopus fast.
She didn't take the Rhino seriously. Aleksei Sytsevich was just a giant wall of muscle. But as she swung past a ruined plaza, she spotted Flash Thompson brawling with him.
It was an absolute meat-grinder.
Flash—fully enveloped in the towering black Venom symbiote—traded thunderous, earth-shattering haymakers with the armored Rhino. The concrete cracked under their boots. Shockwaves shattered nearby windows.
"Okay, I have to admit," Gwen muttered, perching on a gargoyle. "This fighting style really suits Flash. Just two giant meatheads punching craters into the ground."
She prepared to swing away, figuring Flash had it handled. Suddenly, Aleksei roared. His artificial symbiote flared, boosting his exoskeleton. He hoisted Venom overhead and hurled the alien across the plaza. Flash crashed through a brick facade, debris raining down inches from Gwen.
Gwen scrambled backward, rethinking her assessment. Flash and Venom had sworn they could take the Rhino one-on-one. It wasn't working. Aleksei's armor was too thick. They needed fire or intense sonic waves to peel the artificial symbiote off him.
In the rubble, Flash shook his head. Venom slithered over his shoulders. You seem to be taking this well, Flash thought.
Our resilience vastly exceeds this cheap synthetic knockoff, Venom growled in his mind.
Flash groaned. He wanted to ask if Venom could just roar loud enough to blast the fake symbiote away, but standard acoustics wouldn't cut it. They needed a real plan.
Before Flash could lunge back into the fight, a figure stepped out from behind a wrecked police cruiser.
Flash froze. He knew that red hair. Mary Jane Watson walked straight into the kill zone.
"Hello, Mr. Sytsevich," MJ said. Her voice didn't shake. "I'm Mary Jane Watson. I'm an intern reporter at the Daily Bugle. I wrote a feature article on you a few months ago. I don't know if you read it."
Aleksei stopped his charge. His massive, armored boots dug into the asphalt. He stared down at the teenage girl.
He knew the article. He had read it in his cell until the paper fell apart. That specific piece of journalism had raised the funds that help his dying wife's medical treatments.
"Yes," Aleksei rumbled, his deep voice grinding through his suit's external speakers. "I know it. I read it many times. Thank you. Thank you for everything you did for my Oksana."
MJ didn't flinch. She crossed her arms. "So now you're back. You joined a terrorist cell. You're tearing the city apart. Does Oksana know you're doing this?"
Up on the gargoyle, Gwen almost stopped breathing.
In the rubble, Flash and Venom stared in absolute shock. Gwen dropped her camouflage and leaped down next to MJ, prepping a web-line to yank her to safety the second the Rhino snapped.
How is she this brave? Gwen thought wildly.
Aleksei lowered his massive fists. "She... she does not know."
"Then why join the Sinister Six?" MJ demanded.
"Doctor Octavius saved her," Aleksei said, his voice dropping into a heavy, defensive growl. "He cured her fully. I owe him a debt."
"Do you have any idea how many people died yesterday?" MJ shot back. "Octavius cut the power grid! People died on operating tables because the generators failed! Is that what Oksana would want? Is that how you repay her life?"
In the rubble, Venom suddenly expanded. Flash. We forgot to tell that dumb Rhino about his wife.
Oh, crap, Flash realized. I completely forgot!
How do you forget tactical intelligence?!Venom roared.
You forgot too!
Flash scrambled out of the bricks, pointing a black-clawed finger at the giant. "Hey! Aleksei! Octavius lied to you!"
Flash marched forward, repeating exactly what Peter had told him during the briefing. "Octavius didn't cure your wife! He cloned her! He transferred her consciousness into a vat-grown body!"
Aleksei went completely rigid.
"Cloning tech isn't perfect," Flash yelled over the sirens. "When you artificially accelerate a clone's growth to match an adult, the cellular aging speeds up too! Oksana might look healthy right now, but her cells are degrading! She's going to age rapidly and die in a few years!"
Aleksei stared at the black monster. Total, suffocating silence fell over the plaza.
Then, the Rhino threw his head back.
"NO!" Aleksei roared, his voice cracking with pure agony. "No! It cannot be! You are lying to me! You bastard!"
Flash braced himself. "I think this is backfiring!"
Aleksei charged.
MJ stepped directly into his path, standing her ground.
Aleksei slammed on the brakes. His boots gouged deep trenches into the street, stopping bare inches from MJ. He stared down at her face. The girl who had tried to save his wife.
Aleksei's shoulders collapsed. The artificial symbiote retracted, peeling away from his face. Tears carved tracks through the grime on his cheeks.
The giant dropped to his knees. He wrapped his massive arms around his legs, burying his face in his knees, and began to sob. He couldn't lay a finger on the girl who had helped Oksana. Underneath the armor, he wasn't a monster. He was just a broken husband.
Gwen let out a long, shaky breath. She fired a web-line and launched herself back toward Avengers Tower. The Rhino was done.
Only Spidey and the Octopus remained.
Chapter 528: Spider-Man VS Ultimate OctopusMechanical prosthetics. An artificial symbiote. The Erskine Super-Soldier Serum. And now, the radioactive spider-mutagen.
Otto Octavius floated above the skyline, the power humming through his veins. Every single enhancement compounded, making him exponentially more terrifying than the last. Since the dawn of the super-soldier era, no one possessed this level of raw, consolidated power. The only person left on the board who could even theoretically challenge him was Spider-Man.
Challenge me? Otto sneered behind his mechanical lenses. I have already far surpassed that insufferable insect!
Otto dove from the clouds, throwing a massive, symbiote-enhanced punch. Before he even closed the distance, his newly acquired "Octopus-Sense" flared, warning him of an impending counterattack. He adjusted instantly. A titanium tentacle snapped out, anchoring to the glass facade of Avengers Tower. Using the tether, he swung his body around in a lethal arc, striking from the blindside.
Peter didn't even flinch. He casually leaped over the mechanical arm. A web-line snapped from his wrist, sticking directly to Otto's incoming fist. Peter yanked the line taut, pulling himself forward, and drove a brutal right hook directly into Otto's jaw.
"You know what, Otto?" Peter quipped, landing smoothly on the glass. "I never actually hit you full strength before! Always felt a little rude to bully a senior citizen in a mobility harness!"
Peter dropped low, sweeping a leg out to shatter Otto's balance. It didn't work. Otto's mechanical tentacles absorbed the shift in gravity, keeping him perfectly anchored. Otto retaliated, driving both of his boots squarely into Peter's chest, launching the teenager into the open air. As Peter fell, Otto aimed his wrists and fired a burst of thick, black octopus ink.
Peter's Erskine-enhanced Spider-Sense flared, projecting a microsecond into the future. He saw the black fluid splattering across his white lenses, blinding him and suffocating his early-warning radar.
"Osborn Tech ink?" Peter taunted, twisting violently in mid-air to dodge the barrage. "Plagiarizing someone else's R&D, Doc? That's beneath you!"
Peter fired two web-bullets, gumming up Otto's ink launchers. He followed up by shooting a heavy line to the base of Otto's mechanical harness. Letting gravity drop him to the absolute limit of the web's elasticity, Peter rebounded, slingshotting himself back up the side of the skyscraper like a bullet. He wound up a massive punch.
Otto didn't dodge. Trusting his stolen reflexes, he met Peter head-on.
Two fists blurred through the air. Knuckles cracked against jawbones simultaneously.
Otto's vision went entirely black. He lost consciousness for a microsecond in mid-air. His tentacles operated on automated survival protocols, violently stabbing into the concrete framework to arrest his free-fall. Otto gasped, his eyes snapping open. He tasted copper. His teeth rattled loosely in his gums.
He glared through the smoke, expecting Spider-Man to be broken. Instead, the white-suited vigilante hovered effortlessly nearby.
Something is wrong, Otto realized, wiping blood from his chin.
"It seems you didn't just regain your powers, Spider-Man," Otto spat. "You enhanced yourself. Just like me. Did you steal a sample of the Erskine serum?"
Peter shrugged, crossing his arms. "Do you want to know your fatal flaw, Otto?"
"I have no flaws!" Otto roared. "I am perfect!"
"Your flaw is that you don't actually have any combat experience," Peter said, tilting his head. "You don't even know what's happening to your own body right now. Look down."
Otto paused. He looked at his chest.
Panic seized him. The black artificial symbiote was boiling away, rapidly dissolving into smoke and ash. It was physically disintegrating right off his skin.
He didn't understand.
It was the Anti-Venom. Forged from Martin Li's negative Lightforce, Peter's stark-white suit was highly caustic. Direct physical contact tore through the artificial symbiote's cellular structure like acid. More than that, the Lightforce aggressively sought to "cure" biological anomalies—including powers acquired through radioactive mutation.
Otto's Octopus-Sense screamed. But as the symbiote burned away, his physical output plummeted. Stripped of his speed, he had no time to evade. He raised his titanium arms, desperately trying to block.
Peter didn't stop. He dove, throwing punch after bone-shattering punch.
"It's over, Otto!"
With an overwhelming surge of raw strength, Peter shattered Otto's defensive guard. He lunged forward, clamping both hands firmly around Otto's neck.
The Anti-Venom surged. The radioactive spider-peptides in Otto's bloodstream burned away in seconds, eradicated by the cosmic cure. Peter let go.
Powerless, paralyzed, and stripped of his stolen strength, Otto Octavius plummeted from the sky. He hit the pavement with a sickening, definitive crunch.
Peter landed on a gargoyle, staring down at the street. He let out a long, mournful sigh. "Well... looks like it's finally over. Sorry, Otto."
THWUMP.
A second Ultimate Octopus dropped onto the adjacent rooftop, tentacles flared and ready to kill.
Peter froze. He looked down at the corpse on the pavement, then back up at the new arrival. It dawned on him instantly. After completing the genetic rewrite, Otto had extracted his enhanced DNA and hooked his consciousness to a continuous cloning matrix. The moment he died, his mind simply uploaded into a fresh, fully powered body.
"Are you kidding me?!" Peter groaned, throwing his hands in the air. "Can you just stay dead for five minutes?!"
He tapped his earpiece. "Cindy? You guys clear? Great. Listen, Otto has a cloning chamber hidden somewhere in the Tower pumping out backup bodies. You need to find it and smash it, or we are never going to end this."
Peter cut the comms and took a deep breath. He squared his shoulders against the new Octopus.
"Alright, Doc. Bring on the clone army. Let's see how many of you I can—"
The second Otto leaped across the alley, metallic tentacles spread wide for the kill. He completely misjudged his own trajectory. His chest slammed directly into a high-voltage municipal power line. Sparks showered over the street in a blinding blue flash. Otto convulsed, fried by raw voltage, and dropped like a stone into a dumpster. Dead. Again.
Peter just stared at the smoking dumpster, completely speechless.
"Miss me, genius?"
Gwen Stacy dropped her cosmic camouflage, stepping onto the ledge in her white-and-pink Ghost Spider hoodie. Peter jumped. Her cosmic Ghost ability had completely bypassed his Spider-Sense, keeping her entirely off his radar until she spoke.
Peter finally understood what had just happened to Otto's trajectory.
PS: Marvel Fun Fact In the comics, the Anti-Venom symbiote actually did try to cure Peter Parker's spider-powers! During the New Ways to Die storyline, Eddie Brock (wearing the Anti-Venom suit) realizes that Peter's powers are the result of a radioactive mutation. Treating it as a "disease," the suit actively starts draining Peter's powers whenever they get too close to each other!
Chapter 529: I Have One Last Move!"Spider-Man!"
Peter ignored the furious roar echoing across the rooftops. Doctor Octopus had already died twice in the last five minutes. Peter was used to the noise by now.
Gwen Stacy's cosmic Ghost ability was genuinely terrifying in practice. If she didn't want to be perceived, reality simply bent over backward to accommodate her. When she shoved Otto's previous clone directly into a high-voltage municipal power line, Otto's own brain rationalized the event as a clumsy, unforced error. He never even registered she was there.
"Leave the respawning dictator to me," Peter said, talking to the empty air beside him. "Go find Octavius's cloning chamber and smash it. If we don't cut off his supply, we'll be fighting an endless wave of clones all week, and the Avengers are a little too busy with Kang's space armada to bail us out."
A slight shift in the air currents told him Gwen had swung away. Peter turned around, cracking his knuckles.
Otto clone number four dropped from the sky like a cannonball, slamming into the concrete plaza in front of Peter. The heavy titanium prosthetics on his back flared open. Hundreds of micro-octobots spilled out of the internal compartments, surging across the pavement like a metallic swarm.
"Really, Doc?" Peter quipped, backflipping away from the mechanical tide. "Micro-bots? You're fighting me with expensive toys now?"
Peter landed in a crouch. He fired wide, sweeping nets of stark-white Anti-Venom silk, ensnaring dozens of the machines.
Otto didn't flinch. He walked backward, putting distance between himself and the swarm. He triggered a detonator.
The micro-bots exploded simultaneously.
The shockwave blew Peter off his feet. The entire concrete floor of the plaza buckled. Deep structural groans echoed through the skyscraper beneath them.
Peter realized the play instantly. Otto wasn't trying to kill him with the blast. He was trying to bring down the entire building.
Peter triggered his active camouflage, vanishing from the visible spectrum. He sprinted straight through the smoke, closing the gap in a heartbeat.
Otto's Octopus-Sense warned him of the incoming threat.
Peter's own enhanced precognition saw Otto's defensive block forming before the metal arms even twitched. Peter adjusted his trajectory, drove his fist under Otto's guard, and punched the dictator squarely in the jaw.
"First the Daily Bugle news chopper, now a fifty-story office building?!" Peter yelled, grabbing Otto by the collar and driving a knee into his chest plate. "Are you trying to set a new disaster record?!"
"Collateral damage is an illusion!" Otto screamed, his face contorted in manic desperation. "Once Kang rewrites reality today, none of these casualties will have ever happened! They never truly die! The only permanent casualty on this island will be you, Spider-Man!"
Otto slammed his hands against a heavy device strapped to his chest armor. A molecular resonance generator. He was trying to sonic-blast the symbiote off Peter's skin again.
But Mac Gargan wasn't here to jam Peter's early-warning radar this time. Peter saw the energy spike a mile away. He let go of Otto's collar and vaulted backward into the open air.
The generator overloaded. The resulting explosion swallowed Otto and the rest of his drones in a roaring sphere of fire.
Below Peter, the skyscraper shrieked. Heavy steel girders snapped. The structure began to list.
"You really are the worst, Otto," Peter muttered.
Peter dropped down the side of the collapsing tower. He fired massive, thick cables of Anti-Venom webbing. He spliced shattered load-bearing columns back together. He glued the cracking exterior walls into a single, cohesive cast.
He pushed his Spider-Sense to maximum output, sweeping the interior for heartbeats. Empty. Otto's martial law had cleared the financial district yesterday. Nobody was in the offices.
Peter fired heavy anchor-lines to the adjacent high-rises, pulling the failing skyscraper taut like a massive suspension bridge. The groaning metal finally settled. The building held.
Peter landed on a nearby gargoyle, wiping sweat from his mask. "Man. When I first started out, I blew a gasket just holding up a train car. Now I'm taping skyscrapers together. Good job, me."
"Spider-Man!"
Peter slumped his shoulders. "That makes five! Please get a new catchphrase!"
To prevent Otto from leveling another city block, Peter took the initiative. He leaped toward the sound of the voice.
Otto clone number five hadn't come on foot. He was sitting inside the cockpit of a massive, heavily armored octopus-mech.
Peter didn't slow down. He landed squarely on the mech's reinforced canopy. He morphed his right arm into a jagged, hardened Anti-Venom spike and punched straight through the armored glass.
Otto was waiting for him.
He slammed his fist onto a massive, industrial-grade molecular resonance array built into the mech's console. Blinding sonic frequencies ripped through the cockpit.
The white symbiote on Peter's body writhed. Otto smiled, waiting for the alien to peel away.
It didn't move.
The Anti-Venom wasn't an alien parasite. It was born from Martin Li's Lightforce and Peter's own biology. The sonic waves washed over it harmlessly.
Peter's earpiece crackled. "Peter? We're clear."Cindy's voice was out of breath but steady. "The cloning chamber is completely destroyed."
Peter grabbed the resonance generator and ripped it out of the console, tossing it over his shoulder. He reached through the shattered glass and hauled Otto out of the pilot's seat by his mechanical harness.
"Game over, Doc," Peter said. "Your clone factory is officially out of business."
Otto snarled. He threw a wild, desperate punch at Peter's head.
Peter took the hit on the chin, barely moving an inch. He threw a brutal backhand that sent Otto crashing onto the roof.
"I don't care if it's ego, or revenge, or just pure arrogance," Peter said, stepping toward the fallen scientist. "Your ambition ends here."
"Ended?!" Otto wheezed, pushing himself up on shaking arms. "It cannot end! Something is wrong!"
Otto threw another punch. He missed Peter by three feet. He tripped over his own boots, collapsing onto his hands and knees.
Something was deeply, fundamentally wrong.
Otto's breathing was ragged. His voice sounded like grinding stones. He reached up with trembling fingers and tore his mask off.
Peter froze.
The man staring back at him didn't look like a healthy twenty-something clone anymore. His skin was heavily lined and sagging. His hair was thinning. He looked like he was in his late fifties.
"Accelerated cellular growth," Peter realized, staring at Otto's liver-spotted hands. "The Erskine serum and the spider-mutagen burn through cellular telomeres to rewrite DNA. You fast-forwarded the clones to adulthood, and the powers just kept the clock spinning. You aged yourself out."
His pursuit of ultimate power had literally withered him away.
Otto looked at his shaking hands. A wet, rattling laugh escaped his throat.
"Yes," Otto coughed, blood speckling his lips. "Artificially created clones are destined for rapid degradation."
He slowly raised his head. His pupils dilated, locking onto Peter with absolute, terrifying clarity.
"Do you think I am a fool, Parker?" Otto rasped. "Do you think I broke into Xavier's school solely to steal the Danger Room's hard-light technology? How do you think I perfected rapid, seamless consciousness transfer?"
Otto dragged himself up to his feet. His mechanical tentacles flared out, aiming their heavy titanium claws directly at Peter's chest.
"If the clones are flawed..." Otto smiled, his teeth stained red. "I will simply take the flawless, natural vessel standing right in front of me."
The mechanical arms lunged.
"I may no longer be the Ultimate Octopus," Otto declared. "But I will be the Superior Spider-Man!"
Chapter 530: Otto, You've LostIf Peter wanted to, Otto Octavius never would have breached his consciousness.
It had nothing to do with the Spider-Totem. The Web of Life protected the Patriarch; it didn't care whose mind sat on the throne. It would have accepted the Ultimate Octopus just as easily as Spider-Man.
It had nothing to do with Knull, either. The King in Black was actively rooting for Peter Parker to die. If a demon like Belasco had tried to hijack Peter's body, Peter would have felt Knull stir and deploy immediate countermeasures. But Otto Octavius didn't trigger those cosmic tripwires.
Peter simply knew magic. Thanks to Doctor Strange's training, he could have fortified his astral form and repelled the psychic intrusion instantly.
He didn't. He let Otto in.
Inside the mindscape, the supposedly flawless Ultimate Octopus took a brutal right hook to the jaw. Otto stumbled backward, his stolen boots scraping across the metaphysical floor. He blinked, realizing what had just happened. This was Peter Parker's consciousness violently rejecting the invasion.
But the connection bled both ways. As Otto breached the perimeter, Peter's entire soul laid itself bare. Otto saw everything. Every memory, every secret, the very essence of the boy called Peter Parker.
Once Otto realized exactly what he was looking at, he threw a punch of his own.
"You were just luckier than me!" Otto roared.
He charged. In this mental arena, there was no Anti-Venom symbiote. No radioactive spider-blood. No mechanical tentacles. It was just two raw consciousnesses colliding in a void.
The psychic link fed Peter the exact same data. He saw Otto's life flashing in reverse. The brilliant, arrogant young prodigy. The dedicated university professor. The crushing failure of his tenure evaluation. He saw Norman Osborn swoop in, stealing the patents, taking the credit, and ultimately kicking a crippled Otto out into the cold.
"You were just lucky that radioactive freak bit you!" Otto screamed, swinging wildly. "If it had been me, I would have done it better!"
Otto pushed deeper into Peter's soul, tearing through the layers, uncovering the one secret no one in this universe knew.
He drove his fist square into Peter's face. The impact shattered Peter's features like glass.
Otto threw his head back and laughed. A manic, hysterical sound.
"You're just like me!" Otto cackled, grabbing Peter by the collar. "You don't belong here! Your soul is from another world entirely, isn't it?!"
He drove another punch into Peter's jaw, then another.
"If you're an imposter, what gives you the right to act so superior?!" Otto spat. "Why couldn't I be better than you?! I have more knowledge! I'm a genius! You're just an indecisive, guilt-ridden loser playing dress-up! You aren't even the real Spider-Man!"
Otto stopped swinging. He stared at Peter's shattered face, panting heavily.
Beneath the broken fragments of Peter Parker's features, there wasn't another human face underneath. There was only the red-and-blue fabric and the wide white lenses of the Spider-Man mask.
"I'm sorry, Otto," Peter said quietly.
Otto froze.
"I'm sorry we never got the chance to meet under different circumstances," Peter said. "If we had met sooner... if I had been your student in college, or joined your lab before Norman broke you... maybe things would have been different."
Peter reached up and caught Otto's next punch in his palm. His grip was absolute iron.
"I'm also sorry," Peter repeated, his white lenses narrowing. "Because by the time we actually met, you were already too far gone. You might have had the chance to be a good man once. You don't have it anymore."
Otto swung his free hand. Peter caught that wrist, too.
"You're a fake!" Otto shrieked, struggling helplessly against the grip.
"I didn't put this mask on because I was reborn into Peter Parker's body," Peter said, his voice dropping to a steady, unyielding calm. "I put it on because I know exactly how many people die if Spider-Man doesn't exist."
The mental floodgates opened. Peter shoved the story of Spider-Man directly into Otto's mind.
Otto gasped as the tragic weight of a different universe crashed over him. A kid bitten by a spider. A wrestling match. A burglar allowed to escape. A gunshot. An uncle bleeding out on the pavement. The foundational, agonizing realization that inaction costs lives.
Then came the rest of it. Dead lovers falling from bridges. Dead friends. Dead police captains. Even dead enemies.
It was a lifetime of staggering, suffocating loss.
Otto stopped struggling. He stared at the masked teenager, his eyes wide with absolute horror.
"You..." Otto whispered. "You've just been... carrying this? Trying to save everyone to stop this from happening?"
"I might not be the original Peter Parker," Peter said. No cosmic law dictated that inheriting this body meant inheriting the curse. "But I am the Spider-Man of this world. This is my home. And my home needs a Spider-Man. So I'm going to do my best."
Otto Octavius staggered backward. His knees buckled.
He finally understood.
"Otto," Peter said softly. "You've lost."
Otto had chosen a path built entirely on revenge. He had hollowed himself out for power. He could never carry the weight this boy carried. He could never be the Superior Spider-Man.
Peter opened his eyes.
Barely a second had passed in the physical world. The aged, withered Ultimate Octopus lay completely motionless on the concrete.
Doctor Octopus was dead. Fully, permanently dead. His consciousness had been utterly obliterated in the astral plane. He wouldn't be uploading into any clone bodies today. It was the only way to stop him. Perhaps, in the end, it was the only way to save him.
Peter didn't have time to mourn.
His Spider-Sense didn't just tingle; it screamed. It felt like an ice pick driving into his brainstem. Peter gasped, clutching his head, and scanned the skyline.
A web-line snapped against a nearby gargoyle. Cindy Moon landed lightly on the ledge next to him, her white-and-black Silk suit blending into the shadows.
She was shivering. She could feel it too.
"Kang is here," Peter breathed, staring toward the horizon. "I can see the timeline fraying. He went straight to Avengers Tower. I have to stop him."
Or perhaps they couldn't stop him at all.
Peter shook his head. Cindy immediately fired a web-line, stepping forward to follow him into the meat grinder.
Peter reached out and caught her wrist.
"You can't come with me for this one," Peter said. "If I fail... if he uses the Cosmic Cube and reality gets rewritten..." Peter swallowed hard. "You'll have to find me, Cindy."
He didn't wait for her to argue.
Peter reached up, gently pulled the red scarf down from Cindy's face, and kissed her.
He pulled back, yanked his own mask down, and threw himself off the ledge.
Cindy Moon stood frozen on the rooftop, her fingers brushing her lips. Find him? Where the hell was he going?
Peter swung with everything he had, tearing through the Manhattan skyline.
He smashed through the shattered panoramic windows of the Avengers Tower penthouse.
The room was dead silent. Kang the Conqueror stood in the center of the room. Every other hero, every piece of debris, every speck of dust was frozen perfectly in localized time-stasis.
Kang stood before a pedestal, carefully lowering the glowing, impossibly dense tesseract of the Cosmic Cube into its housing.
Peter dropped his active camouflage. He lunged forward.
"I know you are there, Spider-Man," Kang said, not even turning his head.
Peter's hands slammed onto the surface of the Cosmic Cube at the exact same moment Kang's gauntlets did.
Cosmic energy flared, illuminating the Conqueror's scarred, blue-masked face. Kang smiled—a cold, terrifying expression.
"But do you even know how to use it, insect?" Kang whispered. "It hardly matters. You won't get the chance."
Kang tightened his grip.
"The Kang Dynasty has arrived."