Along Came A Spider

by Onomonopia

Rating: teen
Tags: Crossover, Alternate Universe, Human, Sad, Coco Pommel, Original Character, My Little Pony: Friendship is Magic, Dark, Other, Sapphire Shores
Length: 76611

He failed once in his world, so can he redeem himself in another?

"Story Contains Spoilers from Superior Spiderman"

Page from Coco's journal:

Things are starting to look up for me. I thought that after my last two assistants betrayed me and tried to steal my designs for the competition that I would have to finish all my work by myself. Thought that I'd never be able to trust another pony in this city. Manehatten is a place of dreams, but it can also be a place of greed. Wish Rarity had told me that.

But now I've found a pony that I can trust...kinda. He can be mean and arrogant, but I can see the kinder side of him that he tries to hide. But why does he try to hide it? Why doesn't he want to be praised for his good deeds. Guess I'll never understand Dr. Otto Octavius.

Otto will be ponified and will still retain the spider powers. I have a reason for this. And yes, this is the SUPERIOR spiderman. Don't give me crap about Parker.

I OWN NOTHING!

Published 2016-08-02 19:20:01 UTC
Last updated 2016-09-26 15:26:12 UTC

Coco

With a pounding head and aching body, Otto cracked his eyes open to find a set of blue eyes staring down into his. Reflex kicked in and he hurled himself backwards. The covers that had been placed over him entangled his body and caused him to trip, sending him tumbling across the floor as the covers wrapped him up. His tumbling ended when he crashed head first into the wall, dazing him slightly as the mare let out a gasp.

"Oh my gosh, are you alright?" she asked Otto as she raced over to him, but when she tried to get close he gave her a such a glare with his bloodshot eyes that she was frozen in place. Otto then used his strength to free himself of his confines before rising to his hooves, feeling infinitely worse than before.

'At least I know that the only danger in this place comes from the bed,' he snarled before casting a quick glance around the room. The room was wooden and tiny, with only room for a bed, a cabinet and some belongings that he perceived to be personal. Otto then cast his glance towards the mare, who gave him a tiny smile when his eyes rested on her. "Why are you staring at me?"

"I-I'm just checking to see if you're okay," she replied with a slight stammer, one that irritated Otto immediately. "I found you in the rain last night after you fought off those nasty criminals. You were in pretty bad shape, so I brought you back to my place and helped fix you up."

Otto reached up to touch his head and found a few bandages wrapped around his head. He winced slightly when he touched them, but he then forced the pain out of his mind as questions took the pains place.

"I'm glad to see that you are doing better, though," the mare said with a relieved smile. Otto kept his face neutral in response while his eyes quickly took in the pony. She was a pale color, but her mane was a vibrant blue, almost to contrast her pale look. She wore a collar with a tie around her neck, the choice of apparel making Otto raise an eyebrow, yet he couldn't make out the mark she had on her flank.

'Apparently all of these horses have that mark on their rear,' Otto thought as he narrowed his eyes at her mark, trying to figure out what it was. The mare caught where he was staring and quickly covered her flank with her tail, blushing slightly. "My apologies ma'am, I just couldn't make out your mark," Otto said once he realized he had been staring.

"T-that's alright. I can't make out yours either," she replied with a slight chuckle. Otto nodded in reply before taking one last look at the pony, or rather, her eyes. He saw a kindness in them, one that he had not seen in eyes that looked at him in the past.

'Of course. She knows not of the man that she brought into her home,' he realized. 'And it would be best if I keep it that way.'

"Thank you for your hospitality ma'am, but I must be going," Otto decided as he walked past her. The mare panicked behind him and followed after him into the next room. The room Otto had walked into was far more decorated, with fabrics and string filling nearly every compartment she had. Those, along with the designs for dresses he spied lying around, allowed Otto to determine her occupation.

'Fashion designer or a horse that works with clothing,' he deduced. 'Of course I would end up with a fashionista and not a scientist that could help me discover what has become of my mind.'

"I'm Coco Pommel, by the way. In case you were curious what my name was," the mare said from behind Otto, who turned to look at her with a bored gaze.

"No, I was not curious in anyway," he replied. He turned his head in time to miss seeing her face sink. Otto spied an open window and walked over to it, spying a huge city down below. Thousands of different color horses walked through the streets, baffling Otto completely. He then turned his gaze to the sky, finding dozens of pegasi soaring past. 'Perhaps I am not dead. Perhaps this is another reality altogether.'

Plans once more began to formulate in the mind of the genius, but his train of thought was derailed when Coco spoke. "Um, you haven't told me your name yet. And while you might not be curious about me, I am curious about you."

'As you should be, considering you are speaking to the greatest human that ever lived...and most arrogant,' Otto corrected as the memories surfaced for a moment. "I am Otto Octavius. Dr. Otto Octavius."

"Wow, you're a doctor?" Coco asked with some amazement. "Do you perform operations, your do you only prescribe pills?"

"Not that kind of doctor you ignorant...No Coco, I am a scientist," Otto corrected as he forced himself back under control, clearing his throat with a cough.

"Oh, a scientist," Coco said, either not catching or simply ignoring the first part of Otto's statement. "So are you with the magic division or are you more of an experiment kind of scientist? But you don't have a horn, so you can't do magic yourself..."

'When in the hell has magic ever been considered a part of science?' Otto fumed internally, but he kept his thoughts to himself. 'But that answers my question about last night. That unicorn did attack me with magic and that is how it managed to best me. And if what this fool is saying is true, then unicorns are magic wielders. I shall pry more into that later.'

Otto continued to stare into the crowd of ponies for a long time, observing their actions and learning as much as he could. Occasionally Coco cleared her throat and tried to gain his attention, but he shut her out with relative ease. That was until she pushed his bag over to him.

"I also found that in the rain. I dried it out as best I could, but it's still wet in some places." Otto felt his blood begin to boil as he spun to face her, his face revealing his thoughts. Coco backed away slightly as Otto stalked towards her, doing his best to keep his fury under control.

"You did not, I hope, look inside, did you?" he asked in a seething tone.

"Of course not! I would never go through another ponies things!" she replied with both indignation and a bit of fear, but her words chilled the rage that had been boiling inside of Otto. He let out a small sigh as he regained control of himself, standing up straight as he nodded at her before picking up his saddlebag.

"Thank you Ms. Coco for aiding me when I was incapacitated, but I must be on my way," Otto said as he bowed slightly to her before walking towards the door.

"W-wait, before you go can I ask you a question?" Otto turned around to look at Coco, letting out a sigh as he did so.

"Very well, Coco. ONE question."

"Well...why did you go out of your way to save that mare?" Otto raised an eyebrow at her question, wondering why she would choose to ask him that. He made a motion with his hoof for her to continue. "I mean...you're clearly not from around here, yet you risked your life to save a total stranger. You were nearly killed because of it. Why?"

Otto did not answer immediately, for his mind flashed back to the last events that he remembered. The burning of New York. His hesitation that almost cost a child her life. Anna. His final, and perhaps only, selfless decision. He then shook his head and forced the memories away, before looking up at Coco with a look of stone.

"Okay, so you won't answer that one. Then can I ask another question?" she asked.

"You just did."

"Please."

"Oh very well, out with it."

"Where are you going?" Octavius raised another confused eyebrow, not sure how to respond. "You keep trying to leave, saying that you have somewhere else to go. Can you at least tell me where it is?"

'She called my bluff,' Otto realized with a small sigh. "I do not know. I plan to simply move on until I can find what I am looking for."

"What are you looking for?"

"I said one question and that is your fourth. It is time that I was on my way," Otto replied, placing his hoof on the door and using his adhesive abilities to grab hold of it. He turned the nob and opened the door, only to be stopped by Coco's hoof.

"You don't have anywhere to go, do you?" she asked him. Otto replied with a stern glare, but to his moderate surprise she didn't shrink back like she had before. "If you don't, then why don't you come with me. I have a proposition for you."

"Why are you being so kind to me?" Otto asked her, suspicious of her actions. "I am a complete stranger, yet you invite me into your home, heal my injuries and then offer to aid me even further. You are far too kind for your own good."

"A pony was kind to me, despite me being a stranger to her. Consider this...paying her kindness forward," Coco replied with a smile. "Come on, it won't take that long, unless you have somewhere else to be?" Otto smirked at her lip, while realizing that she was right, to an extent.

'She is correct. I am in a strange land, with stranger creatures and have no idea what to do next. Perhaps I should take advantage of her offer, for the time being.' Otto then sighed before bowing slightly to the mare. "Very well, Coco. I shall humor you for the time being. Let us see this offer of yours."

\ ( ) //
// ; ; \

Otto crinkled his nose at the dusty smell of the old building, resisting the urge to gag aloud or make a snide remark. A glance at Coco showed him that she was immune to the old and dusty place as she walked ahead of Otto without any problems. She turned down a hallway and the pair reached a single, wooden door with the words "Coco: Fashion Designer" written upon them in gold.

'Seems I was correct. As I always am,' Doctor Octavius smirked. Coco tapped her hoof against the door twice and a moment later Otto could hear the sounds of hooves walking towards them. The door creaked open a moment later and a tall pony stepped out.

"Ah, good to see you boss," the elderly stallion said with a nod to Coco before casting an unfriendly gaze at Otto. "Is he the help that you went to find?"

"Maybe. I'm still trying to lock in the deal," she replied cheerfully before walking past the stallion, who Otto noticed was a Pegasus when she moved out of the way. He was a maroon color, with multiple scars and slashes across his body. Otto raised an eyebrow as he spied that one of the stallions wings was completely severed, leaving only a stump behind.

"Something catch your eye?" the stallion asked Otto with some heat, turning Otto's attention from the stump to the stallions eyes. "Yeah, I'm missing a wing. Got sliced clean off. Got something to say?"

"Perhaps if you had the brains to know when to get out the way, you would not be as asymmetrical as you are now," Otto coldly replied. The stallions eyes narrowed dangerously and Otto could feel the spider sense begin to tingle as he glared back, but before either could start anything Coco got between them.

"Alright Stonewall, Otto: break it up," she growled as she tried to push the two of them apart but was unable to budge either of them. Stonewall obeyed her command and backed up slightly, while Otto simply kept his eyes narrowed. "Otto, this is what I wanted to show you."

Octavius managed to tear his eyes away from his foe and glanced past the open door into the room beyond it, his eyes going wide for a moment as he glanced at what was inside. The room was a royal purple, with drapes and decorations that nearly made Otto confused simply looking at them. Dozens of horse mannequins lined the room, with a different design or dress upon each of them. Even more designs than the ones that he had seen at Coco's home lined the floor, while material for clothing was strewn in wild abandonment.

"This is what I wanted to ask you about," Coco said as she spread her arms around the room, helping him to take it all in. "I've been looking for a pony to assist me for a while. And I'd like you to be that pony." Otto blinked twice before throwing his head back and laughing, using a laugh that he had not had the chance to use in a long time. When he could no longer breath he ceased to laugh, allowing him the chance to wipe tears out of his eyes while also taking a glance at the other two. Coco looked confused while Stonewall looked pissed.

"Coco, while I am grateful for what you did for me, I am not the person to ask about this," Otto replied in a far more serious tone. "I know nothing about fashion. I care even less about it. In fact, I see it as a waste of my time and intellect. So why ask me, of all people, to be your assistant?" Coco hung her head for a moment after hearing Otto's words.

"Because I think I can trust you," she replied after a moment of silence. "I've been working my way up the designer tree for a while now and I've gotten somewhat famous. But some of my rivals keep trying to sabotage me and have been sending their flunkies to hinder me in any way they can. The last two assistants I had have both been spies. One of them tried to steal my ideas and the other simply tried to destroy them. So I've been working without an assistant for a while now."

"But the work load is too much. I can't do it by myself. And I can't trust any pony that's applying to be my assistant. So I'm kinda stuck," Coco continued with a smile at Otto. "That's why I've chosen you. Because you've shown that you're trustworthy...to some extent."

"Coco...I fail to see what I did that convinced you to put this much faith in me," Otto replied dryly.

"That's simple. You saved a mare's life. You helped a stranger you didn't even know. Just like how Rarity helped me," Coco replied. "So if you're like Rarity, then I know I can trust you. So what do you say Otto, will you at least give me and this place a chance?"

Otto took that moment to glance around the room once more, able to feel his brain cells dying simply by being near the waste of resources and brain power. But then he glanced at Coco and saw both the desperation and the confidence in her eyes, intriguing Otto for a moment.

'She did save my life, after all. What was that she said earlier? Paying the kindness forward? And for the time being, until I can determine where I am and how I can get home,' Otto decided, his sigh answering Coco's question. "Very well, Ms. Pommel, I will aid you for the time being. But on one condition. When I wish to be alone, I am to be left alone. Are we clear?"

"Crystal," Coco replied as she held out a hood. Otto glanced down at it, reconsidering for a moment before he reached out and shook it.

'Look at her, actually giving this stranger a chance. She truly knows nothing about the man she has just let into her life,' Otto thought bitterly for a moment. 'She had better hope that I do not fail her the same way I have failed everyone else.'

Errands

"At least I can take a small modem of comfort in that one thing between our worlds is the same," Otto grumbled to himself as he forced his way through the sea of ponies that blocked his path. "And it is that the congestion in both New York and this place is unreasonable. And where in the infernal hell is that mare?!"

Yet even as he looked around, he could only see the faces or backs of ponies heads all around him. He snarled with frustration as he found that he could not spy Coco in the mess of ponies, his frustration growing even further when some ponies began to complain at him for standing still. One pony was daring enough to try to shove Otto out of the way. Otto, wanting to honor the customs in the new world, slammed his shoulder into the pony in reply and sent them sailing over the other ponies.

'And not one of you seems to notice,' Otto seethed internally, before narrowing his eyes as he spied a very familiar looking headpiece being crushed by the crowd. Otto walked towards it, pushing any and all challengers out of his path, before finally spying a hoof sticking out of a clump of ponies. He grabbed hold of it and pulled, ripping Coco free of the unyielding crowd of horses.

"T-thanks. Any longer and nopony would have ever seen me again," Coco said with a smile of thanks, one that Otto did not return.

"Come, we have wasted enough time dawdling and if this city is half of the size of the one I come from, then we have much to see today," Otto instructed sternly. Coco nodded and tried to take the lead, but a few moments later she was almost swept away by the crowd again. It was only when Otto used his spider like strength to start shoving ponies out of the way did they gain any room to breath.

"Thanks again. You're really strong, aren't you?" Coco asked as Otto took the lead, using a combination of glares and physical strength to dissuade any ponies from trying to use the pair as doormats.

"Improving ones mental fortitude is only half of the battle. In order to defeat those that wished to do me harm, I had to make my self physically superior to them as well," Otto replied in a tone that was harsh. Coco hung her head slightly at the harshness of his words, not knowing that they were not aimed towards her. "You still have not told me where at what place I have found myself in?"

"I'm sorry, what did you ask?" Coco asked as she snapped her head back up.

"The name of this city, woman! What is it?" Otto asked impatiently, this time all of his frustration aimed at the mare.

"Oh, we're in the city of Manehatten, the largest city in Equestria!"

A lesser man would have been slain by the sheer absurdity and stupidity of the pun, yet with all of his mental fortitude Otto managed to prevent his soul from departing to the next life. He forced himself not to lose it at the name and forced himself to give a nod to the mare, who seemed happy by Otto's response.

'Manehatten. By all that is unholy, Manehatten. It is like the universe itself is mocking me,' Otto roared within his mind, but his face never showed the torment that was blazing across his cortex.

"This is the city park, where I like to hang out and draw my designs...when I can make it here without being trampled, that is," Coco said to Otto, who buried his frustration and lifted his head. The park that greeted his eyes almost immediately reminded him of Central Park, before he and the other members of the Sinister Six ruined it. "You should see it at night. The lamps come on, the stars come out and sometimes fireflies dance around while I draw. It's truly a divine sight."

"Yes, I'm sure it's beautiful. Where did you say that university was again?" Otto asked, completely ignoring Coco's words. Coco's expression drooped for a second, but then she perked back up before waving for Otto to follow her.

"The Manehatten University is the pride and joy of our city!" Coco exclaimed as they walked, Otto once again having to take the lead as the congestion grew intense once more. "There hundreds of ponies study the effects of magic and science, trying to figure out the many mysteries of our world. I haven't been there that often since my younger years, but I'm sure a doctor like yourself would get much more enjoyment there than I would nowadays!"

"That is why I requested to go there, after all," Otto said with as much restraint as he could. 'Of course one such as yourself would not find interest in the wonders of the universe. Only those such as myself...control yourself, Otto. You are in a strange land with no access to your technology and only a spit in the face as a gift from your old life. You need allies and Coco is the only one that seems to not hate your guts.'

Otto then cast a glance at Coco and noticed that she seemed to be lost in thought, those thoughts causing a look of doom and gloom to cast across her face. "Is there something the matter? You do not generally look like this," Otto pointed out.

"What...oh, sorry about that," Coco apologized as she shook her head and regained her focus. "I was just thinking about...all of the attacks that I've been reading about in the paper lately." Otto raised an eyebrow at her words and motioned for her to continue speaking.

"Well, from what I've read strange abominations have been attacking pony settlements all across Equestria. Princess Celestia has moved her forces all across the land to try and stop them, but aside from Rarity and her friends none of them have had any success. I'm just worried...that our city may be next."

"And why, pray tell, would they come to this place?" Otto asked with a hint of sarcasm.

"Because Manehatten is the one of only two places that hasn't been attacked by one of the abominations yet," Coco explained with a hint of fear in her voice. "Celestia has figured this out as well and has sent more security here, but she sent Rarity and her friends to the other city, which has less protection. And if I was the one creating these monsters..."

"I would attack the city where those who have ruined my plans before are not currently located," Otto finished for her, nodding his head. 'Yes, that is exactly what I would do if I was still the cold hearted monster that I once was.'

"But what's the point in being worried?" Coco added as she put on a brave face and smiled at Otto, who wondered if she had a defect that made her immune to sorrow. "All we can do is keep living and put trust in Celestia. Actually, if we have the time we should..."

"Oh, hold on a second," Coco muttered as she looked up at a building that had a large clock on top of it which read twenty till one. "I just remembered that I had something that I needed to grab real quick. Um, here's a map of the city and here's a few things that I'd like for you to get for me. Think of this as your introduction to being my assistant. I'll meet you later at the park! Around one!"

'Assistant? You should count yourself lucky if the great Otto Octavius even glimpsed your way. Assistant is...' Otto thought before both his memories and his will reeled him back in. He bit his lip so that he would not say anything as he took the map and list from Coco, giving her the most forced smile that he ever produced. Coco seemed happy with his response, for a moment later she waved goodbye to him and ran off...only to be swept up by the hustle and the bustle of the city a moment later.

'Inconceivable. That mare gets into trouble faster than any woman Parker has ever been with,' Otto thought with a shake of his head before he glanced down at the map, his eyes resting upon the university almost immediately. 'If these directions are correct, then it would be a straight path from her to the university. Perhaps there they would have access to the technology that would allow me to discover where I am and what has become of me.'

Otto then gave the list Coco had given him a glance, but his eyes had barely rested upon it for a moment before he tossed it to the side and began to walk towards the university. 'Perhaps my mind occupied the mind of another when I erased myself...no, that sounds like a stupid plot to a story than scientific fact. Perhaps I was teleported here with magic. That is reasonable, especially as those magic casters make no sense.'

'But the true question is if I was teleported here by another being, why did they bring me here? What would they have to gain from taking the mind of a former mad scientist and place him in a whole new world, in the body of a horse no less?' Otto pondered as he walked, not really paying attention to where he was going. He would have remained lost in his thoughts had his spider sense not chosen that moment to blaze through his mind.

Octavius was instantly on alert and glanced around at his surroundings. Out of the corner of his eye he spied movement in the alleyway to his left and that was where he directed his full attention. When he squinted his eyes to glance inside, he saw that a group of ponies were beating up a smaller pony, who was huddled up on the ground cowering.

For a brief moment Otto felt the weight in his saddlebag become heavier, before he scowled and walked on, forcing himself to ignore the blazing in the back of his mind. 'I am here to find out how I ended up in this land and nothing more. I cannot allow myself any distractions to my task...no matter the burning in my chest,' Octavius reasoned as he pushed on.

"I said, give us all the money you got!" the stallion said before kicking the pony in the guts once more, him and his friends smirking down at the bloodied horse beneath their hooves

"I told you, that's all I-" The pony didn't get the chance to finish explaining before three sets of bricks struck the ponies attacking him in the back of their heads. They all fell without another word, but when the pony looked at the entrance he found that nopony was there.

Otto reached the gates of the university twenty minutes later, but as he approached he found that his luck hadn't gotten any better. 'Closed. Of course a university of such prestige would be closed when I came to view it. It seems that I still retain a small piece of Parkers incredibly terrible luck,' Octavius snarled to himself as he gazed at the gate, reading the closed notice once more.

'But since when have locks and rules ever stopped my genius?' he thought with a smile as he glanced towards the building, beginning to plan his route inside. 'If I open a window there and stick to the ceiling, I should be able to-'

The spider sense came blazing back to life, burning with far more intensity than Otto had felt since he arrived in this land. He spun around on instinct alone, his eyes going wide at the sight that greeted him. A colossal, two headed monster had appeared out of thin air in the center of the city, roaring with fury as ponies around it fled for their lives.

Even at a distance Otto could see that one of the heads looked like an orange reptile, while the other head looked like a lion. The rest of the body was a mismatch of other parts, yet these ones Otto could not discern at a distance. The creature then let out a bellow of fury as it smashed a crab like claw into the side of a building, sending debris and glass hurling in all directions.

'What a specimen. I wonder how whoever created this grew it to such size after sewing all of those beings together?' Otto asked himself, but then as his gaze turned from the monsters to the screaming ponies, he felt the weight return both in his bag...and in his heart. 'No, that is not who I am. I cannot help them. That was made clear. It is best for them if I simply leave and-'

Otto snapped his head to the side, glaring into the window of a store that was at his side. As he glared into the shaking glass all he saw was his reflection. 'But for just a moment, I could have sworn that I saw...brown hair...and that infuriating stare...' Otto then looked back at the creature, noticing that it had begun to move. Towards the park. Where Coco said they would meet.

The weight grew heavier upon his heart, but Otto ignored it as he glared at the glass once more. 'Even on another world, even in my death, you will never stop hounding me, will you?' Otto snarled before he raced into a side alley across the street from him, reaching into his bag and pulling out an article of clothing that he had hoped never to wear again.

\ ( ) //
// ; ; \

Coco let out a cry as a foot covered in scales slammed into the ground ten feet in front of her, sending her an numerous other ponies flying into the air. She grunted in pain as she crashed down a moment later, feeling pain lance through her body as she forced herself back to her hooves. With all of her might she ran as fast as she could, barely avoiding the second foot that crushed the ground where she had been standing. When she glanced behind her she saw that not all the ponies had been so lucky.

Balls of fire rained down from one of the creatures maws, incinerating the very earth around her. She let out a cry as walls of fire sprung up around her, forcing her to skid to a halt. Coco turned her head to see that she had been completely surrounded by fire, leaving her no option but to turn around and stare up at the twin heads that glared down at her.

Fire began to spread in the maws of the two heads as the glared down at the pony, who knew that she had nowhere else to run. All she could do was close her eyes as the two creatures unleashed their fire upon her, bracing herself for the bitter end. All she hoped was that it didn't hurt too badly.

Yet inside of torrents of fire, she felt something else strike her and the next thing she knew the wind was rushing through her mane. Figuring that she was dead, she cracked open her eyes slightly, only for them to snap open when she saw where she was.

She was high above the ground, at least a dozen stories off of the ground. But she only stared at the ground for a brief moment before her eyes turned to the pony that was currently holding onto her. It wore a red mask with black eyes, a mask that had black lines running across. She then glance to her side to see that a suit covered the ponies body, a suit that was black as well except for the red on its chest and shoulders.

The pair landed a moment later in the streets, where the masked pony laid Coco gently onto the concrete. She gazed up at it once more to see that the black and red formed what looked like a spider on the pony's chest, and the black lines almost looked like webbing.

"Who...who are you?" she asked the pony. Silence was its response, before it glanced over its shoulder at the creature that had stumbled out of the park. Without saying a word it leapt up onto the side of a building, before hurling itself towards the monster.

The Spider

With Coco out of the way for the time being, Spiderman turned his full focus upon the behemoth that was shooting balls of fire at him. He touched down on the side of a skyscraper before racing up the side of it, barely dodging the blasts of fire that the abomination shot towards him.

'The creature is powerful. That appears to be all that it has going for it,' Spiderman thought as he kicked off the side of the skyscraper and sailed under a fireball, angling himself perfectly so that he landed on the reptile head of the abomination. He then took aim at the creatures eyes with his webshooters, but when he went to fire he remembered that he no longer had fingers.

"Damn my luck!" Otto roared as his spider sense flaired once more and he hurled himself out of the way of five fingers that swatted the spot where he had been standing a moment before. Spiderman landed on the other head, smirking beneath his mask as the reptile head roared in pain as it struck itself in the face. 'Clearly it has no brains between the two heads. That should make this rather easy.'

The spider sense roared once more and Spiderman hurled himself into the air, watching as the pincer narrowly missed him. But instead of striking the face of the lion head, the pincer raced after the stallion in the spider suit. Reflex kicked in and Spiderman twisted around the pincer, which sliced the air where he had been moments before.

But in dodging the pincer, Otto realized with cold dread that he had put himself into free fall. He glanced down to see that there was nothing for him to grab onto and that while a fall from the height he was at may not kill him, but it would hurt considerably. His last chance was the webshooters, but when he aimed them towards the nearest building he found that they wouldn't fire.

"Damn these inventions, how am I supposed to use them if I don't have fingers?!" he roared to the heavens as the cement got closer and closer.

'Use the force-I mean your mind! You're always bragging about how great it is.'

Spiderman didn't know who had spoken to him, but he forced himself to concentrate on firing the webshooters with his mind instead of his fingers. A moment later a thick strand of webbing shot forth and stuck to the side of a skyscraper, just in time for Spiderman to turn his fall into a swing. He narrowly missed cement, but a moment later he turned the speed he gained from the fall into momentum. The speed allowed him to swing practically back up to where he had fallen from, expect this time there was a devious smirk underneath of the mask.

"Come you abomination, let us see how well you fair against me when I have no restrictions!" Spiderman roared as he mentally switched to impact webbing and fired the small bursts of webbing around the reptiles eyes. The creature reeled back as a roar of pain escaped its mouth, but it had hardly begun to suffer before Spiderman set his sights on the other head.

Contrary to what he had previously thought, Otto saw that the lion head was now shielding its eyes with its pincer, preventing Otto from getting a clear shot. 'A feeble attempt by an equally feeble mind. I have already thought up hundreds of ways to bring you down!' Otto roared in his mind as he spun in the air and took aim at the skyscraper above the monsters heads.

A strand of webbing stuck to the wall and Spiderman yanked at it with all of his superior might, tearing a chunk right out of the building. He smiled beneath the mask as the falling piece of debris followed the arch he had predicted, so when it shattered against the top of the lions skull moments later he was already putting the next stage of his plan into action.

'I should stick to the buildings. With them I will be able to maneuver as I see fit around it,' Spiderman thought as he aimed a webshooter deeper into the city. The webbing grabbed hold and he swung to the next building, glancing behind him to see that the monster was now following him. 'That's right, you intellectual failure. Play right into my hands...hooves.'

As he swung around the corner of a building he began to put the next stage of his plan into action. He spied a choke point up ahead where the buildings were built close together, swinging between them before creating a large web for him to rest upon. He turned to see the abomination race between the buildings to get to him, only to get caught between the twin structures.

"Please, at least try to challenge me in some regard," Spiderman scorned the creature before unloading his impact webbing into the lions eyes. With both of their sets of eyes taken out and their arms pinned to their sides by the buildings, Spiderman began to formulate a plan on how to take the monster down for good.

A glance to his left revealed a radio antenna resting atop a building. A glance above him showed numerous pegasi flying next to dozens of thunderclouds, which flashed with the lightning they held within. Spiderman smiled once more before he took aim at where the antenna was.

Yet before he could fire the abomination roared with fury before two spiked wings erupted from its back. Spiderman watched on in horror as the wings punched through the buildings that had contained it, freeing the creature as debris rained from the sky upon the ponies below. With its arms free it tore at the webbing that had previously blinded it, allowing it to gaze at Spiderman with all of its hate.

Spiderman was stunned for only a second before he fired his webbing at the antenna and swung over to it, landing at the base of the massive, metal structure. He fastened his hooves to it with his ability to stick and began to lift, straining with every ounce of his spider strength. He could hear the metal begin to groan as screws exploded out of their holes and tore by his head. With one last effort he tore the antenna free of its base and held it over his head.

Spiderman turned and took aim at the creature, who was charging towards him with a roar of rage burning in its throat. Otto took perfect aim before letting the tower fly towards the monster. He shot it multiple times with his webbing so that when it struck the abomination, it stuck to the creatures face and fur. The abomination roared with fury as it started to tear at the tower, giving Spiderman a chance to yell at the pegasi,

"Unleash every last ounce of lightning that you have within those clouds or I'll feed you to the monster myself!" Not wanting to test the patience of a psycho in spandex, the pegasi all began to kick the clouds with as much power as they could. Spiderman smiled under the mask and dozens of lightning bolts erupted from the clouds and, thanks to the antenna that was now stuck to it, all traveled down towards the same target.

The abomination roared in fury and pain as a storms worth of lightning struck the abomination all at once, sending electricity coursing through its entire body. As the storm came to an end it let out one last roar of fury...before it came crashing down into the streets. The entire city shook beneath the impact of the creature, but the only thought that was going through Spiderman's mind was that he had won.

'Not that my victory was ever in question,' he bragged within the confines of his mind as he swung down to where the abomination lay, landing in the road in front of its two heads. Spiderman walked up to the heads and kicked it once, smirking when all it did was let out a weak groan.

"And that's what happens when you fight someone who is superior to you," Spiderman smirked as he turned around...to see that hundreds of ponies who were in the streets were staring at the stallion in the red and black tights. They said nothing, being far too shocked by what they had seen, and Spiderman remained silent as well, having nothing to say. Then, to Spiderman's surprise and the surprise of the hundreds of ponies in the streets, the monster began to fade away into dust. Hundreds of eyes watched as the abomination was simply blown away by a gust of wind and vanished as if it was never there.

A smirk crossed Spidermans face when a report and her camera pony pushed their way through the crowd and ran up to Spiderman, sticking a microphone in his face as the reached him. "Bubble Burster of the news. Sir, you've just taken down one of the abominations that have been plaguing out land for months now. Who are you, how did you do it and how do you feel about it?"

Spiderman smiled beneath the mask, preparing to tell all of them about his greatness. Then the memories flashed across his mind once more. Memories of a burning city, of an old foe whom died in his arms after thanking him...and how he would have failed to save even a single girl had his most hated enemy not interfered. And he remembered who he was and that he had no right to be proud.

"Who I am or how I feel is of no importance. All that matters is that you are all safe," Spiderman said in a quiet tone as he took aim at a building with his webshooter.

"Sir, next question. Why do you look like you're covered in spiderwebs and have a spider on your chest? Are you actually descended from a race of spiders?" Bubble Burster asked as she pushed the microphone even closer. "Is that how you got your powers and became the hero you are?"

"No, I am not any of those things. Especially the last one," he replied in a near whisper. He then fired a strand of webbing at the building and prepared to swing away.

"Wait, one last question!" Bubble screamed as she practically hurled herself onto Spiderman to keep him from getting away. "With your strength, speed and ability to shoot web, you've shown that you're far superior to any force that Celestia has sent to stop these things. Please, can you tell us who you are?"

For a moment Spiderman considered saying no, considered simply swinging away and not giving them a response. But as he gazed across the crowd from behind his masked eyes, he knew that they had to know who he was. And how weak he actually was.

"I am a failure. Nothing more and nothing less."

Without waiting for the next question Spiderman swung away, ignoring the clicking of the cameras or the few ponies that even chose to clap for him. He knew that he didn't deserve it. He didn't deserve any of this. He shook his head free of those thoughts and figured it didn't matter what they thought of him.

'Because this is a one time thing,' he promised. 'I failed before as a hero...as Spiderman. I do not have the right to try again. After today I shall burn this suit and never dare tease the thought of myself as a hero. I do not have that right.'

\ ( ) //
// ; ; \

"E-excuse me, I'm looking for a friend of mine!" Coco said as she stood in front of a pony. "He has a strange cutie mark and talks like he knows better than anypony else! Have you seen him?!"

"Get lost lady, I'm trying to get a look at the hero!" the pony replied as he moved past her, leaving the practically frantic Coco to race to the next pony and ask the same question. She raced from pony and pony, asking the same question and receiving the same answer each time. She was about to start screaming out his name at the top of her lungs when Otto appeared at her side.

"Cease your yelling, Coco, I am fine," he said, his words causing Coco to spin around. "Although I would not exactly call us friends...nor do I warrant this kind of-" Otto didn't have the chance to finish before Coco tackled him and pulled him in close, hugging him tightly. Otto raised an eyebrow before he pushed the mare off of him, surprised that she seemed so relieved to see him.

"I do not know why you reacted like that. You hardly know me, yet you look as if you have found your closest ally," Otto said in a quiet and reserved tone.

"W-what are you talking about?" Coco asked as she wiped tears out of her eyes before letting out a sigh of relief. "Is it so wrong of me to be happy that a pony I know is safe?"

"It is when it's me," Otto muttered under his breath, so Coco couldn't hear. The two then began to look around as emergence personal and ponies in golden armor began to arrive on the scene, both groups helping to clean up the mess that the abomination had caused.

"Come on, it's getting too noisy here," Coco said in a slightly choked voice as she motioned her head towards her studio. "Lets head on back and I'll whip up some tea for us? Sound good?" She waited a moment for a response, but to her confusion all Otto was doing was staring into a window. "Um, Otto?"

"Yes, that sounds just fine," he replied in a tired voice, turning to look at her with a weary smile. "How about you head on back first? I'm going to take a walk to...clear my head." Coco nodded with a smile before she started to walk away, leaving Otto all alone a moment later. Once she was gone he let out a sigh as his face hardened.

"I am in an entirely different reality. I have died and yet been restored to life. There is no way that I know of to return to my old world," Otto said to himself with underlining bits of hatred in his words, before he turned his gaze back to the window and glared at it, and the person, within it.

"So why do you still pester me? Why do I still see you at every turn? When will you finally let me be?!" Otto asked the brown haired human that stared back at him from the reflection with a look of disgust and pity upon his face. A face that Otto hated more than almost any other. "Answer me, Parker!"

Daily Task

The wood in the older door creaked in a haunting way as Coco pushed it open, but all thoughts of ghost that might be haunting Otto left his mind when he followed her into the small room. Within it was a bed pushed up against the wall, a small table and chair in the other corner and a dusty bookshelf that was almost completely empty. A single window was the only source of light, but what truly drew the doctors eyes was that the whole place had been covered in warm and inviting quilts and fabrics, making it look far more inviting than it actually was.

"Here. I spruced this place up a bit for you when you agreed to work for me," Coco said as she spun around to face Otto, a large smile on her face. Otto glanced around at the small room, his face impossible to read. "I mean, it's not the greatest room in all of Equestria, but it's nice enough...even though I forgot to get around to dusting. Darn it Coco, you can be so forgetful."

Otto walked past her (no easy feat with how small the room was) and placed a hoof on the bed. His efforts told him that the springs weren't in the best of shape and that sleeping on the bed might be problematic for his back. He then shifted his attention to the table and chair, which he discovered neither of them were stable as they each rocked slightly at his touch. Finally he cast a glance at the bookshelf, finding that he knew nothing about either of the books on the shelves.

'Well that is to be expected. I would be more concerned if I had read stories from their world,' Otto figured as he cast his eyes around the room once more.

"Oh yeah, one last thing!" Coco said excitedly as she reached behind her and pulled out a small mirror, which she then hoofed over to Octavius. "Here's a mirror for you, since I figure you like to look at yourself."

"And why would you assume that?" Otto asked her, raising an eyebrow and flustering the mare.

"I-I just figured, because you like to talk about how great you are, that you would be a bit...anyway, how do you like the room?!" Coco asked with a small chuckle and a smile that was far more forced than the ones Otto had given her.

"It will suffice, I suppose," he said as he placed the mirror on the table.

Otto didn't know why Coco seemed happy with his response, but the thought passed from his mind as he walked to his bed and dumped his saddlebag beside it. He kicked the bag under the bed, planning on leaving it down there and forgetting all about it. He sat on the bed and frowned when he found that his earlier deductions were off, for the bed was harder than he had first believed.

"Well, if you're all moved in, I'll leave you alone for the night. It's been a long and...frankly crazy day and I think we'd all be better if we just slept it off," she said with a small laugh, before shaking her head and walking towards the door.

"Coco." Coco stopped in her tracks and glanced back at Otto, who was giving her a look as if he was looking at a scientific problem. "Why are you doing all of this for me? First you aid me when I was weak, then you offer me a job and now are providing lodging for me. And yet you know practically nothing about me. Why do all this for a stranger such as myself?" Coco stared at the wall for a moment, thinking hard about her answer.

"I suppose it's because...I've been where you are," she said in a soft tone, getting Otto to raise his eyebrows. "Beaten into the dirt, unappreciated and no matter how hard I try nopony seems to give a damn about me. I've worked for far too many ponies like that. So I want to make sure I help as many ponies like that as I can, to show them that somepony does care for them."

"Coco...while that is a sweet sentiment, you know nothing about me or what I've been through," Otto said in a harsher tone than he would have liked. But his words did not offend Coco. Instead, she looked back at him with a knowing smile.

"So are you telling me that you have failed at something that you thought yourself the best at? That you haven't watched as your world crumbled around you, knowing that there was nothing you could do to save it?" For a brief moment Otto could not find the words to answer and after that moment past Coco gave him a kind smile. "I could see it in your eyes. I was there too and the only reason I got out of it was because of the generosity of another. They helped me. So if you want, I'll be the one to help you."

Otto said nothing in reply as Coco turned off the lights and left the room, but he knew that he needed to re-evaluate his synopsis of the mare. Deciding to save that for tomorrow, he laid back onto the bed and sighed as the mattress barely budged.

'What a strange first couple of days in this world. And what a bizarre world this is. The city is almost like New York, except with ponies and monsters instead of people and...monsters.' Otto then turned over and stared at the mirror on the table, his eye narrowing as he remembered what had happened the last time he had been near a reflective surface.

"I know that you are there, Parker," Otto said into the darkness of the room. "I do not know if you are a leftover fragment of the procedure or if you are the actual man, but I know that you are there. You may not say anything now, but I saw you earlier. And you still wore that same look of disgust that you always had when you looked at me."

"But why are you here? Why can you not let me be?!" Otto snarled into the darkness, yet there was no answer. Otto then sneered as he lowered his head onto his pillow and pulled the quilt over himself, forcing Peter and the thoughts of his old foe out of his mind.

'Then there is the matter of the voice that told me how to use the webshooters,' Otto remembered. 'It was not Parker, the voice was different. And it sounded far more like Thor's...godly. Another question I will have to find the solution to, I suppose.'

Otto knew that eventually he would have to discover why he was there or if there was a chance of him returning to his own world, but for the moment he let those thoughts lay dormant. He instead closed his eyes and did his best not to dream of a burning city, of a girl dangling before a subway car...and his legacy of ashes.

\ ( ) //
// ; ; \

"Alright team, we've gotten another order from a pretty important pony," Coco explained to both Otto and Stonewall, both of who were glaring at the other out of the corner of their eyes. "I haven't told anypony this yet, but here you go. Sapphire Shores, incase you haven't heard of her Otto, is a VERY famous singer and one of the most adored in all of Equestria. And she's come to me to make her new dress!"

"See? Your talents are already being noticed," Stonewall said with a smile at Coco. "You'll be more famous than Rarity in no time." Coco blushed as she started to play with her mane.

"Oh please, I'm nowhere near Rarity's level yet," she said meekly. "She's made multiple dresses for Sapphire in the past. I'm just glade that she decided to give me a chance to make an outfit for her new concert."

"And speaking of music, what the hell is it with you ponies and singing?" Otto snarled before he rubbed his eyes, which had bags underneath of them. "Last night I heard not one, not two, but THREE different ponies singing about their lives and their feelings! Why?! It sounded like they had full musical scores for some of them!"

"Anyway, I've got assignments for the both of you," Coco said, completely ignoring Otto's question. "Stonewall, I'm going to need you to get the jewels and gems. The last time I tried to get them I was mugged. Now they say it was a random event, but I'm willing to bet that it was Cherry Bomb that sent those ponies."

"I've got it. It's natural that you would entrust me with the most important task," Stonewall said with a smirk at Otto, who scowled at him in reply.

"Otto, I need you to go to the store and pick up a few tools that I've broken," Coco said after getting between the two of them, hoofing Otto a list of supplies. He glanced over it once and memorized all of the items on them, before casting a glance up at Coco.

"How do you break three different sewing machines at the same time?" he asked her with curiosity.

"Hurry! Every second you waste in here is another second that the outfit isn't finished!" Coco said as she pushed the ponies out of the studio. Of course, she couldn't budge either of them but they walked out to humor her a bit. Once Coco was gone though, Otto and Stonewall immediately glared at each other.

"What's the matter, can't figure out the directions on the map? Or are you simply too much of an imbecile to even know how to read?" Otto said in a snide tone. "Don't worry, I'll point out where you need to go incase you can't follow simple directions."

"Pretty cocky coming from a pony that Coco only took in out of pity," Stonewall shot back with a smirk. "Heard that you got brought down by five common thugs. If I was taken down by such a small group I would have to hide my face under a bag because of the shame."

"You should hide your face under a bag anyway. Do mankind a favor." Stonewall narrowed his eyes at Otto's words, but Otto saw more confusion in his eyes than actual anger. Stonewall then opened his mouth to say something, thought better of it, and then turned to leave, grumbling under his breath as he walked away.

'Well, now that I've gotten rid of the fool, time to see where I am actually heading,' Octavius thought to himself as he checked the map. The directions were simple enough and Otto found no trouble in following them. His first obstacle came in the form of a massive intersection, where crowds of ponies waited at each crosswalk, waiting for their chance to cross.

'Manehatten. The name of the damned city is Manehatten. This cannot be a coincidence,' Otto mused as he waited for the light to change. 'It has similar structures, a similar layout and even the name is almost the same. If this is a prank by one of the gods, then they have a cruel taste in humor.'

The signal to walk appeared and Otto took a step forward, but the moment he did so his spider sense went off. Otto didn't know what the danger was, but in a moment he backpedaled onto the sidewalk. He caught movement out of the corner of his eye and spied a carriage racing towards them like a bat out of hell. He then glanced in front of him to see a mother and her foal that were unaware of the danger and were right in the path of the carriage.

Faster than any pony could have reacted, Otto grabbed the both of them and pulled them back. They had barely made it back onto the sidewalk before the carriage raced by, followed swiftly by another carriage full of ponies in armor. A few gold coins landed on the ground and allowed Otto to deduce what had happened.

'Seems like a robbery and a high speed pursuit,' Otto figured, having pulled his fair share of both. He then glanced behind him at the mare and her foal, both of who were too stunned by what had happened to say anything. 'I've done my good deed for the day. The guards can handle the rest.'

The store that he had been instructed to go to was a small one and seemed to be a family owned store instead of part of a larger brand. Otto walked into the store to see numerous ponies repairing old items, while a large but smiling mare stood behind the counter.

"I'm here to pick up something for Coco," Otto said to the mare at the counter, but the moment he spoke he felt his spider sense tingle slightly. He glanced over his shoulder to see what may have set it off, but aside from the workers and shoppers no pony caught his eye.

"Oh, are you the new assistant of hers that she talked about in her letter?" the mare asked with a slight accent as she looked over Otto. "Well, she has good taste. You're quite the handsome stallion, aren't you?"

"Please, good lady, may I simply get what I came here to pick up?" Otto seethed, doing his best to not get angry.

"Right to business, eh? I like that," she replied before turning her head. "Hey, bring up Coco's order! It'll be right up in a minute, but don't worry, you can talk to me to pass the time."

"Wonderful," Otto replied through gritted teeth.

"You seem like an interesting fellow. Glad to see that Coco finally found a pony that she could trust," the mare said with a shake of her head. "Poor thing just has the worst luck. Two f her assistants stabbing her in the back while her competitors seem to know her every design. She almost gave up for a while, but she came back swinging. And now look at her. Being hired by Sapphire Shores! How about that?"

"Yes...how about that?" Otto said slowly as another pony brought up three sewing machines.

"Here, let me bag those for you," the mare said as she placed the three of them into a saddlebag and hoofed it to Otto, who slid them over his back. "Well, not only are you good looking but you're pretty strong as well. I can see why Coco has an eye on you."

Otto said nothing in reply, but as he nodded to the mare and headed for the exit to the door he felt his spider sense tingle once again. But this time was far stronger than the last and made Otto look around not only in the store, but also out on the streets. Yet despite knowing evil when he saw it, Otto could not find anything or pony that warranted such a strong shock of the sense.

Yet even as Otto took a step back into the hustle and bustle of the city, he couldn't help but glance over his shoulder one last time at the store. 'I did wish to look around a bit more, but perhaps I shall head straight back to Coco's studio after all,' he decided, walking a little bit faster as the sense continued to tingle...and he began to think.

Competition

"Alright, the first outfit is finally done!" Coco exclaimed with a small squeak of happiness as she pulled the white and blue dress out from beneath the sewing machine. She placed it over her body and spun around to her two assistance with a smile beaming like the sun. "So you two, how do I look?"

"Like the princesses themselves would be jealous of your beauty," Stonewall praised with pride, causing Coco's smile to beam even larger. Then she looked past Stonewall to where Otto was sitting in a chair with a paper in hoof. She smiled at him and moved the dress once or twice, but it wasn't until Stonewall threw something at him that Otto lifted his head.

"What? Oh the dress. Feh, it looks passable." Stonewall nearly burst a vein as Coco's face fell, but if Otto noticed his face didn't show it. At the moment all of his attention was focused on the paper, so he did not notice that Coco had walked over to him until she was right beside him.

"You're reading about the Spider, right?" Coco asked, causing Otto to tear his eyes away from the paper and glance up at the mare with a look of sheer bafflement. "The Spider. That's what they're calling him. The pony in the black and red that saved me and the rest of the city from the monster. You do know who I'm talking about, right?"

'Of course I know who you're talking about, you infernal idiot! I am him!' Otto's mind roared, but he kept his emotions in while simply raising an eyebrow. "I have heard of the hero, but I did not know that they were calling him...the Spider."

"I know! That's such a cool name for him!" Coco praised with bright eyes, while Otto did his best not to throw up. "What kind of pony do you think he is? Why does he feel the need to run around with webbing and a giant spider on his chest? Why is he a hero?"

"He's not," Otto muttered under his breath, making sure that Coco didn't hear him. "And I believe that you are getting off track. If you are satisfied with that outfit, then shouldn't you be in the process of creating multiples of that outfit, instead of sitting here blathering about utter nonsense?"

Coco took the hint and raced over to the rest of the material, where she began to sew the dresses together as fast as she could. Otto shook his head as he started to read the paper again, but out of the corner of his mind he caught that Stonewall was giving him a look that did not sit well with him.

"What is the matter fool, unable to read the headline?" Otto taunted with a smirk, his smile growing wider when Stonewall snarled in reply. "Sit down and let someone with an actual intellect teach you. Or you can go and beat your head against the wall, or whatever it is you did to get that mark." Whatever insult Stonewall was going to say to Otto in reply was silenced when the sound of a doorbell echoed throughout the boutique.

"Stonewall, can you get that? I'm working!" Coco called over as she tried to pull the dress she was working on free of the jaws of the sewing machine. Stonewall gave Otto a look to find that he was back to reading his paper, leaving the stallion to sigh as he walked towards the door.

'I cannot believe that the drabble would believe any of this,' Otto seethed as he read more and more about the "true report" about the newest hero of Manehatten. 'Masked hero saved city from complete destruction. That is the only part they got right. This part about being a perfect gentlepony who risked life and limb for every single civilian that was in danger. I do not recall ever doing that. I was too busy focusing on the problem of the giant monster.'

"I'm glad that the hero was there to stop the monster," Coco said loudly enough to break past Otto's mental barriers. The doctor glanced over at the mare, who was smiling out the window up at the sun. "Because now that a monster has appeared in our city, that means that we no longer need to worry about another attack."

"And why would you believe that?" Otto dared to ask.

"Because every town and city in Equestria has been attacked except for Stalliongrad, where Rarity and her friends are currently at. So if whoever is behind these attacks continue the pattern, they will attack that city and be bested by the Guardians of Harmony."

'Yes, if that person was following a simple pattern. But there is a brain at work behind this, a brain much like those that I used to associate myself with,' Otto pondered as he thought back to the creature that he had fought. 'It was a combination of different mythological creatures grown to the size of skyscrapers. Either a magician or a genius is at work here. Now the question is, will they continue the pattern...or will they take offense to a hero other than the others standing against him...not that it is my concern.'

What became Otto's concern in the next moment, was the sound of yelling at the front of the boutique followed by the sounds of shattering glass. Both Coco and Otto watched the entrance to the room with baffled looks, until the curtain was moved aside and a mare walked into the room.

As Coco gasped Otto took the moment to analyze the pony. 'Red mane and tail. Cherry cutie mark with a fuse in it. An air of superiority to all those that she looks upon. The utter disdain in her eyes for the outfits in the room. This must be the Cherry Bomb that I've heard so much about.'

"Coco...darling," Cherry Bomb said with a smile that immediately triggered Otto's spider-sense. Coco whimpered slightly as she tried to glare back at Cherry, but a glance at her showed Otto that Coco was afraid of the mare. Cherry strutted over to the mare, only to halt in her tracks when Otto moved himself between the two of them. "Oh? You're a new face. What's your name, honey?"

"None of your concern," Otto replied in a cold voice that used to be followed by the death of a person. Cherry raised an eyebrow at the chill in his tone, but whether or not she understood the threat Otto could not make out. "Now state your business and leave or I will throw you out myself."

"Oh? Like that stallion out there tried to do?" Cherry said with a laugh as she placed a hoof on Otto's shoulder. Despite having a good amount more muscle than Otto would have predicted, Octavius did not budge an inch. Cherry Bomb raised an eyebrow at his strength before a sinister smile crossed her face. "Well, you must be the real muscle. And quite the looker too. Wouldn't mind getting to know you a little better, Mr.-"

"Why are you here, Cherry?!" Coco said with her voice cracking slightly.

"Finally, the host speaks to her guest," Cherry laughed as she tried to move past Otto, but Otto placed a hoof on her shoulder and anchored her in place. "I'm not here for anything bad, Coco. Just here to congratulate you on being picked over me by Sapphire Shoals. She must have really seen something in you in order to pick you to make her next outfit."

"Maybe she wanted somepony a little more trustworthy for her show, instead of a pony known for backstabbing those around her?" Coco spat back with some venom.

"Wow, looking at you growing a spine. I'm impressed Coco, I didn't think you had it in you," Cherry said with a laugh as she backed away, Otto releasing her as she did so. "Well, I'm curious to see how your outfits will do, being judged by all of Equestria. And of course, if they don't like them, then you'll never be able to show your face in a populated place again. Well, good luck dear and break a leg. That'd make my day."

"What a cruel and conniving woman. I can almost respect her," Otto said with narrowed eyes as Cherry left the room. The moment Cherry was out of the room Coco collapsed to the ground, holding her head in her hooves as she rocked back and forth. "What is the matter with you, woman?"

"She's right! All of Equestria is going to be judging my dresses, and by extension me, while they're being worn by one of the most famous ponies in all of the world!" Coco squeaked as she curled into an even tighter ball. "What if I mess up?! What if they don't like my dresses or they think that they're tacky and outdated! What if nopony likes them?!"

"Then your career is over and you had better start looking for another job," Otto said in a blank tone. Coco let out a strange noise before she pulled a quilt of fabric over herself and started to rock back and forth. Figuring that his work was done, Otto left the room to find Stonewall rubbing his head with shattered glass around his hooves. "What happened to you?"

"Nothing."

"Nothing? This does not look like...she defeated you, didn't she? Cherry Bomb actually kicked your pompous ass! HAH! That might be the best thing I have heard since I got here! Perhaps I should by that mare dinner." Stonewall hurled some shards of glass at Otto, who had no trouble getting out of the way. Deciding to leave Stonewall to stew in his own rage, the doctor retreated to his room and pulled one of the books he had "acquired" from his bookshelf.

'I had wished to avoid this out come, but it seems that there is no longer any chance of avoiding it. If I am to be stuck here, I must learn about this land,' Otto decided as he sat down on the bed and cracked open the book of Equestria lore and mythos. 'But even though I must resign myself to the fact that I am stuck here, I still must ask why I am here?'

'Why am I alive and in a new form when I erased my very mind? Why do I still retain the spider powers when I willing surrendered those to my most hated adversary? And why did I arrive in this land just as a supervillain was starting to make himself known, with no hero to combat him? Is fate asking me to take up the fight against him? Well then my answer is no. I am done being a hero...I never was one to being with.'

\ //
//; ;\

The same image played before the creature again and again, despite him having seen the battle nearly a hundred times to that point. The image of his monster, his masterpiece, being bested by a single pony, a regular, earth pony, in a spider outfit. It infuriated him, it made his blood boil, but more than anything else the spider pony interested him.

"No matter how many times I see it, I cannot believe my eyes. A pony with the powers and abilities of a spider. How wonderfully fascinating." The figure then rose from his chair and flicked the screen off, having seen enough for the time being. The images had already been burned into his mind. He walked over to a large platform and pressed a button on the side, causing his floor to sink into the depths within.

"He is no pet of Celestia's, that much I know," the being muttered as the elevator reached his inner sanctum, where his children were on display for him to see. A snake with the tail of a scorpion, a giant that had been infused with the power of a dragon and so much more. It all made his heart smile to see his work alive and breathing. "But he is something more. He is a...path that I have never considered."

"All my life I have been so focused on creating the perfect lifeform, the greatest monster, that the thought of working on ponies did not occur to me," he whispered to himself as he reached a large chamber of water and placed his claws against the glass, where a large tentacle slammed into the spot where his hand was a moment later. "Ponies seemed, beneath me and my genius. That an experiment on them would be a waste. Just like they were to the pony that created me."

He the lifted his head towards a part of his collection that he did not often visit, the part of his lab where his more...arachnid experiments were all contained. He walked over to a cage and peered inside of it, spying a massive monster with eight legs that was tearing apart a zebra carcass.

"But then this pony appears with his powers. The powers of a spider. Even dressed the part. That alone...is an affront to me," he snarled as he tore open the door to the cage and hurled it across the room, causing every monster within to go silent at his rage. He stalked into the web covered room and grabbed the monster by the throat, forcing it to its knees as he tightened his grip to look upon his creation.

The spider creature had the eight legs of a spider, with armor plating that could stop a magical attack from an alicorn. The fangs within its jaw had been ripped out of the jaws of a shark and were covered in the most potent venom in the known world. It's body was covered in armor from the strongest of magma moles, making it all but impervious to attack. And its strength came from the fact that its arms and legs were both from a gorilla, giving it superior strength to any other. Save him.

"He believes that his knowledge of creation is better than mine. He believes himself to be superior to me? Then I will show him how wrong he is," the being whispered as he stared into the eight eyes of the monster, crushing any will it had. Filling a being that could crush anything else with fear. "But I am fair. I am curious. He will have a chance to prove me wrong. For he will fight you. And you will show to him and the whole world that my creations are far superior than anything else in this world. That my creations...are the future of this world."

"But in order for the world to accept the new future, I first must crush its ways of the past," he said as he hurled the spider creature out of the cell. It had barely hit the ground before it raced out of the room, leaving to execute its masters will. "So the heroes must die. The princesses must wither. The ways of friendship and harmony must fade. And all will be burned, until all that is left...is my creatures and their perfection."

Study

'...And with that I have caught up with the majority of this lands history,' Otto thought to himself as he closed a book on the lore of Equestria, placing it on top of three other books, two of which were about Equestrian culture and society, while the third was about magic and how it affected the world. 'Quite a dangerous and destructive past for a society of cute animals. Perhaps I have misjudged their darker sides.'

Otto then rose from his bed and glanced out the dirty window at the moon above, narrowing his eyes at the giant orb that shone in the sky. 'But what both intrigues and infuriates me is that the sun and moon are supposedly controlled by two arrogant fools that believe themselves gods. Celestia and Luna, the rulers of this land...their very existence is an affront to science...keep it together, Otto. Different world, different rules.'

Being used to working all night and not feeling sleepy in the least from his twelve hours of reading, Otto decided that a night in the city might be the best course of action for him. He opened the door as quietly as he could (though the door squeaked loudly when he opened it) and walked down the hallway to the main room of the boutique, able to hear the faint sounds of Coco sleeping with his enhanced senses.

He slipped out the front door and locked it behind him with a key Coco had given him during the previous day, waiting a moment to make sure that he had not awoken anyone before he turned with a sigh to the city. The lights were on in many of the buildings and the faint sounds of conversations were brought to him on the winds, but Otto ignored the conversations as he headed down to a darker part of the city.

'If I am to find out more about this land from personal experience, then it would be unwise as well as foolish to talk with those who stay only in the illuminated parts,' Otto thought to himself as he walked in-between buildings, trying to avoid the moonlight as much as possible. He had read that the princess of the night was at her most powerful at night and was also able to enter the minds of ponies. And the last thing the good doctor needed was a being that powerful rattling around inside his mind, only to discover what he really was.

'And then, if dealing with heroes like her has taught me anything, she will try to either capture or kill me. Then I will be forced to respond in kind.'

The moonlight quickly faded and was replaced with darkness that was cast by the buildings that towered overhead, yet Otto found them disappointingly small compared to the buildings back in his world. He was also vaguely aware of the fact that there were hardly any homeless lining the streets, something that he could not imagine a large city without. Though he never complained, as the homeless made good test subjects as they were rarely missed.

The sounds of furniture being destroyed followed by the sounds of ponies shouting drew Otto's eyes towards a bar that was alive with the sounds of combat. Figuring that was as good a place as any to start learning about the true nature of this world, he walked to the establishment and pushed open the door.

He raised an eyebrow at the sight that greeted his eyes as he entered. Numerous ponies were duking it out with each other, while two more lay unconscious on the ground. Other patrons were cheering and through what looked to be gold coins at the fighters, who barely seemed to notice. Then Otto glanced at the bartender, who barely seemed phased by the carnage that was going on.

"Welcome, stranger," the bartender said when he noticed Otto, who had been standing in the door with eyes on the fight. "Come on in and pull up a stool. Watch out for those rascals though or you might get sucked into their brawl!"

Doctor Octavius raised an eyebrow at the nonchalant way the bartender was talking about the brawl, but without another word he sat down on one of the stools while doing his best to ignore the battle raging on behind him. Before he had a chance to look at the menu, the bartender slid a glass of something over to Otto. Otto glanced down at it before raising an eyebrow to the bartender, who chuckled before stroking his beard.

"What's the matter, never had apple cider before? Don't worry, it's the best that money can buy and the first one is on the house," the bartender promised. Figuring that he had little to lose and the fact that the drink didn't set his spider sense off, Otto took a gulp. To his surprise the sweetness of the apple combined perfectly with the cinder to give him a kick to the face that woke him up completely.

"It's very strong," Otto said politely while placing the mug down, not planning on finishing it. The bartender raised an eyebrow before shrugging his shoulders, allowing Otto a moment to glance over the stallion. 'Grey coat, black mane and the marking of a glass of alcohol. A mark matching his job, just as the book said.'

Otto turned his head slightly and glanced at the marks that were on the other patrons, at least the ones that weren't fighting. Though he had no way to verify his suspicions, he began to piece both the personality and perhaps the occupation of the pony.

'Pilot. Taxi driver. Tax collector. Circus clown? Bizarre.'

"So stranger, aside from ignoring my drinks and staring at my other guests, any other reason you wandered into my bar tonight?" the bartender asked Otto, who snapped his attention away from the others to the server.

"I am new in this city and I wished to learn the lay of the land," Otto answered truthfully, though he left out that he was also testing a hypothesis of his. "I also wished to see the kind of people that I would come to call my neighbors in this city and I assumed that the best kind of way to judge that was by locating the nearest bar."

"Heh, that's a pretty interesting way of looking at it. But there's really not much to learn. Much like the rest of the world, aside from the ponies up in Canterlot, we're kind hearted folk that get irritated living so close to everypony else," the bartender replied with a smirk.

"Perhaps. Or perhaps you just like to believe that you are kind hearted, but in reality you just do not want to admit to the darkness that you all hold within your hearts," Otto replied in a no-nonsense kind of tone, but to his surprise the bartender let out another chuckle before he began to clean out Otto's glass.

"I suppose you could look at us like that, but that's more of a glass half empty kind of outlook. Most of us try to look on the bright side," he stated before tossing the glass over his shoulder without looking. Otto trailed the drink out of the corner of his eye and found it landed perfectly in a sink near the back with a small splash. "And I suppose you got a reason for that glass half empty kind of attitude? You're at a bar. Feel free to dump all your baggage here."

"And what if I told you that I tried to destroy a world on multiple occasions?" Otto replied, but he had the foresight to mask his truth with sarcasm. The bartender let out a laugh at Otto's response before flicking his head towards a poster. Otto turned to see Celestia and Luna smiling down from the poster, though he failed to see the connection for a brief moment.

"Oh yes, that's right. Luna did try to take over the world herself," Otto muttered before glancing to the server once more. "So you are saying that you would be forgiving of a being such as me?"

"Not everypony would. Some of them would probably hate ya for the rest of your life for it. But most of us would give you a chance. They might not all like ya, but they'd at least give ya a chance. We try to be open to others, despite the "darkness" in our heart," he informed Otto before glancing behind him. Otto turned around to see that the ponies that had been fighting each other were now drinking and laughing. Had it not been for the bruises on their bodies one would never know that they had been fighting. "Friendship and harmony. Those are the virtues we live by. Try to give them a thought."

"I will. You have given me much to think about and I thank you for that," Otto responded curtly as he rose out of his seat and walked to the door, before a thought came to him and he turned to face the bartender. "You knew that I am not from Equestria, didn't you? That is why you are giving me a lesson in how Equestria operates."

"Well...I suspected. You see all sorts in this kind of job," the stallion replied with a chuckle. "Names Beer Tap by the way, but most just call me Tap. Come on back if you're ever in need of some guidance."

"I will take you up on that offer...if I needed any guidance," Otto muttered under his breath as he pushed open the door and exited the bar, shaking his head at what had happened inside of there. "Insufferable fool. He talks like he knows everything yet he knows nothing of the man that I am. Not that it matters, tonight has been a success. I have learned much about the local populace. Tomorrow night I will try a different part of town."

\ ( ) //
// ; ; \

The smell of something being burned to death caused Doctor Octavius to awaken with a start. Before he was fully aware of what was going on he had already flipped out of the bed and landed in a classic Spiderman position. A moment later he realized what he had done and stood up straight, cursing himself for allowing a habit to slip past his mental defense.

'Something is burning within this place. Judging from the smell it can either be food burning or the entire house burning down...of course if this is Coco, then both might be a possibility,' Otto assumed as he pushed open the door and stalked down the hallway into the main room. He glanced up to the second floor and sniffed, locating the source of the fire. Otto walked up to the stairs to see Coco in front of a stove with a fire extinguisher in her mouth and a fire blazing on the stovetop.

"Go out darn you!" Coco yelled as she sprayed the stovetop down, dousing the flames and extinguishing them. She then stood there panting heavily and since she had stopped moving, Otto glanced over the mare to see her mane disheveled, soot covering her face and that she was wearing an apron that was now burned.

"Are all of your mornings this exciting? Or have I caught you on an off day?"

Coco let out a yelp before she spun around to face Otto, who was poorly hiding his amused expression upon his face. She looked from him to the burned meal behind her before she placed herself between the two, hoping that Otto hadn't seen too much. Otto had already seen everything, but was having issues summoning the will to care.

"Otto! I didn't think you'd be up this early in the morning!" Coco said with a large smile that was unfitting of her. Otto said nothing in reply as he walked over to a small table and sat down, grabbing a newspaper that was sitting on the chair next to him. "Um, I am glad to see that you are awake, because if we want to eat, we...might need to go out."

"Coco, I already saw that you tried and failed miserably to cook something for me and, judging by the other placemats, yourself and that oaf. Try to save whatever shred of pride you have is simply sad to watch," Otto said to her bluntly as he gazed over the paper.

"And hearing your infernal voice mock the mare that went out of her way to save your life makes me want to put your head through a wall!"

"Stonewall, morning," Otto muttered without looking up. The Pegasus sat down across from Otto with a huff, before glancing over at the mare who looked like she had been set on fire herself.

"He does bring up a point though, Coco. Why did you set fire to the stove?"

"Because I was...trying to cook," Coco admitted as she shuffled her hooves, though Otto barely paid any mind. "Rarity sent me a letter saying that if I want to improve myself and my confidence I should try new things. And...cooking is new to me. So I hoped I could cook something for you two, since you've helped me out."

"While I appreciate the intention, it is clearly not for you. You tried. You failed. Find something else to do now," Otto said dryly, before moving his head to the left to avoid the chair that Stonewall hurled at his him. "I was not being cruel, you miserable excuse for a lifeform, I was being honest. She has clearly shown that she has no talent for cooking...what was it you were making?"

"Oatmeal."

"Dear God woman, you managed to incinerate oatmeal? Perhaps your destructive capabilities are what you should focus on, instead of these other attempts to improve yourself."

"And why don't you go get your attitude checked, because it's clear that you can't keep it in line," Stonewall snarled.

"Okay you two, that's enough," Coco said with a hint of strength in her voice that surprised Otto to the point of silence. She then took the paper from Otto and flipped it open to a certain page, which she then laid out on the table to reveal a picture of dozens of tents and carts. "Today is the day the traveling sales ponies come to the city and they won't be here long. Our mission, if you choose to accept it, is to locate all of the best material and swipe it for ourselves."

"This is surprisingly bold for you. Are you feeling ill?" Otto chimed in, but Coco would not be derailed.

"I have made lists for the both of you and you NEED to get everything on here if I hope to finish my next dress before the big event coming up," Coco added as she slipped both stallions a sheet of paper. "First we'll go eat and then shop. I'll get everything else myself aside from what I've given you. Once we're done, we'll met back up at the park."

"Of course, the place you were almost killed. Nice place for a meet up," Otto chuckled as he got up, but then he glanced up at the window with eyes narrowed into slits. 'Just for a moment, I felt a tingle in the back of my skull. just an accident...no, the sense is rarely wrong. I need to be on guard.'

"Very well Coco, I shall do as you ask. But first, I need to grab something from my room before we head out."

"What's that?"

"My bag."

Mornings

The three ponies looked for almost two hours before they finally found a place to eat. Coco said that she had chosen this location because it had an early morning coffee that was to die for and that she had wanted her two friends to try it. But both Otto and Stonewall both knew that the real reason was that it was the only place that they had visited so far where they didn't have to wait an hour to eat.

"Something's never change, but I am still surprised to see so much backlog in such a large city," Otto muttered aloud once they had been seated. "You'd think that there would be hundreds of restaurants just waiting to serve all of these customers, yet the long lines can be seen from even here."

"It's the price of being popular. All of the places that I tried to take you two were all three hoof rated restaurants...and that was for their breakfast alone," Coco informed the two while skimming through her menu. "You think that was bad, you should try getting into any of the other restaurants that serve lunch and dinner. Of course, it's normally not this backed up. It's just because of the sales we have going on."

"This is why I try to avoid the city if I can help it," Stonewall said in a calm tone while he sipped at the glass of water that had been brought out for them. "Were it not to aid Coco with her tailoring, I would prefer to have a small house out in the country. Away from all of this noise."

"I always wanted to have a nice, simple boutique that I could run during the week and then close it up on the weekends so that I could help out with the local projects," Coco added on as she stared up at the blue morning sky. "Of course, that was before I became one of the most well known designers and started getting attacked from all angles. They don't tell you about that when you start this career path. How about you, Otto? Got any dreams or plans that you want to share?"

"I have no dreams or plans. All of those died the day I realized what a true failure I was," Otto replied in a neutral tone while he flipped lazily through the menu, unable to decide. "I simply live day to day now, with little thought of the past or future."

"Wow...that doesn't sound like a good way to live," Coco said after a moment.

"It is not the worse thing a person can do with their life," Otto stated before he flagged the waitress down and placed his order. "And yes, I want this all exactly as I demanded. If it is not you will answer to me."

Coco and Stonewall ordered as well before the both of them broke into a conversation about fashion that nearly caused Otto to slip into a coma. So instead of allowing himself to be dragged into the void of stupidity that the two reveled in, his retreated into his own mind and began to think about what Coco had asked him about the future.

'I cannot live like this forever. I feel my magnificent mind die a little each time I am forced to deal with either of these two. Coco is sweet and all, but nothing about her interests me. Stonewall is as his name implies. Thick, impossible to reason with and stuck in a single spot.'

The coffee arrived while Otto was still within his mind and by the time he broke free of his thoughts Stonewall was on his second cup and Coco on her forth. Otto tried the drink, but found it too bitter to his liking. The two continued to discuss some more, as more coffee came and went, before Coco stood up with sudden realization.

"If the both of you will excuse me, I'll be right back," she apologized before rushing off towards the nearest bathroom. Otto watched her go before he cast a quizzical look to Stonewall, who noticed and sneered at the doctor.

"What?"

"I have figured out Coco and her motivations, but there are a few things I still do not know about you," Otto muttered loudly. "And I hate variables that don't add up. So if you wouldn't mind, I have a question for you."

"What's the secret to my looks? Sorry pal, even if I told you it wouldn't do you any good."

"Humorous. No my question is, aside from her employing you, why do you act like a father to Coco?" Otto asked point blank. From the way Stonewalls face set like flint Otto could tell that he had stepped on a nerve, but caring about another's feelings had never been one of his strongest suits. "It is clear there is a relationship there beyond employer and worker. Are you treating her like the daughter you never had? Or did yours turn out to be a failure and you wanted to start over."

If he didn't have his spider sense Otto most likely would never have seen the saucer that the coffee was served upon until it had smacked him in the face. Yet with those powers he was able to whip his head to the side in time for the disc to sail past him and out into the street.

"You have a lot of nerve to ask about something that is none of your damn business," Stonewall said in such a threatening tone that the patrons around their table felt his waves of anger.

"I am a scientist. It is my job to learn about things. Like your connection," Otto replied without a hint of fear, keeping his voice as neutral as possible. For a long moment to two ponies glared into each others eyes, one of them doing his best not to explode with anger while the other waited until his foe would finally crack. But then Stonewall took on a more calm face and even smiled after a moment.

"Fine. I'll tell you what my relationship with her is, but only if you in turn answer a question of my own," the stallion replied, causing Otto to raise an eyebrow in response. "My question is what did you do that was so terrible that you had to abandon your old life?"

If Otto was not a complete master of his body, shock would have most likely been the emotion that flashed across his face. But due to his incredible willpower he forced his face to remain blank, though his eyes did narrow slightly at the question.

"Whatever do you mean?" he replied in a confused tone, but Stonewall smirked.

"I've seen the look of guilt that flashes across your eyes ever once in a while. A stranger with no home and not a bit to his name has had a terrible life. Either he has nothing or he lost everything. And considering your "intelligence" and if you are an actual doctor, I am assuming it's the latter," Stonewall deduced with a smile that made Otto's blood boil. "So, tell you mine if you tell me yours."

'So that is how he wants it. He wishes to learn some of my secrets in exchange for his own,' Otto thought with disgust as his mind flashed back to his days as Spiderman and what it had almost cost his city. 'Well no matter. It should be easy enough to pull the wool over this fools eyes and convince him with a fabrication. After all, how can he possibly prove me wrong?'

"So who'd ya let die?" Stonewall cut in right as Otto opened his mouth, silencing the words before Otto could speak them. Otto's eyes widened for just a moment before he slowly closed his jaw and motioned for Stonewall to continue. "Right then, when you were thinking about what I said to you, you had a deep look of regret flash across your face. The same kind I've seen in soldiers that failed to save their comrades."

"You read too much into things," Otto replied with a small smirk that he hoped would dissuade the stallions line of thinking. 'But I must be a little more careful in the future. It seems that he isn't so thick after all.'

Otto was saved further discussion when Coco arrived back at the table and a glance over at Stonewall showed Otto that the stallion had no desire to continue the conversation either. Coco pulled out her list as the food arrived and she fed herself while reading over the piece of paper multiple times. Otto watched with amusement as she missed her mouth a few times and ended up with food on her face, but if she noticed she showed no sign of it. Otto and Stonewall ate their meals in silence, with Otto not too happy with how they cooked his.

"Alright, now that we've eaten, we should get to shopping!" Coco exclaimed as she thrust a hoof into the air after they were all finished and closed her eyes, making an odd face. She then sprang out of her seat and rushed out of the restaurant, leaving Stonewall to sigh as he pulled out some money while glancing up at Otto. "Let me guess, you don't have anything? That's fine, I'll pay for it. You can just be in my debt for a while."

"I would rather be in prison than ever be in your debt."

"Well, if that's how you want it..."

"Oh! Here's some bits yourself, Otto, since I keep forgetting to give these to you. Stupid Coco," Coco said as she dropped a hoofful of bits onto the table in front of Otto, before sprinting off again. "Use the rest to buy the items on the list!"

"Seems I have an angel watching over me," Otto said with a smirk to Stonewall as Otto paid for his meal and stood up to leave. The two quickly tracked down Coco and found the mare standing in front of a large marketplace that was filled to the brim with vendors, shops and tents that sold all sorts of goodies.

"Okay you two, I want you both to work together and grab as many items on these list as you can. It's alright if you don't get everything, but please try to get the ones that I have circled in red marker," she explained to the two, who each gave a look to the other before smirking.

"I'm not working with him."

"Same."

"Oh for the love of...fine, Otto with me and Stonewall can go off on his own. How does that sound?"

"Better."

"Yes, I suppose-"

Otto's eyes snapped open as he felt a blazing sensation in the back of his skull and he whipped around with the intent to kill whatever had caused his alarm to blare like that. Yet when Otto fully pivoted he found that there were only ponies and shops behind him, with nothing menacing in sight. But Otto knew the spider sense too well, from having both fought against and with it, to assume that it was a false alarm.

"Actually Coco, I am feeling slightly ill and would rather go at my own pace. I don't think...I know that food wasn't prepared the way I wished for it to be," Otto changed his mind with a kind smile, yet it was clear on the faces of the other two that his little scene there had concerned the both of them. "I am also a bit jumpy due to...past experiences."

"Are you sure you'll be okay?" Coco asked, to which Otto smiled in reply.

"Of course I'll be fine. You two go have fun."

Otto didn't wait to hear any more of their babble as he turned and sprinted at full speeds, having to force himself to go slightly slower due to his enhanced speed. He ran into an alleyway that was far away from the ponies before he ripped the bag open and pulled out the suit that he had sworn to never wear again.

'That was no meager alert warning me of a being that may cause me harm. That signaled a danger that I have not felt since I fought the goblins. That means that there is something hunting me,' Otto pieced together as he slipped the black and red spandex over his body, before attaching the webs shooters under his suit. He then picked up the mask and looked at it for a long moment, remembering all that it had signified. Then he shook his head and slid it over his face. He kicked his bag under the cover of some boxes before he took aim with the web shooter and launched himself into the sky.

'Whatever has caused my senses to go off like that must still be around here,' Spiderman figured as he stuck to the side of a large building and glared down at the marketplace below. The goggles in his mask zoomed in and showed him numerous ponies and shoppers, but nothing out of the ordinary. 'Where are you? You cannot have go far and it was clear you were after me. Which means that you should be look for me right about-'

The sense blared once more, giving Spiderman enough time to snap his head around. A massive beast slammed into the side of him and tore him from the side of the building, sending both the spider and the creature that roared at Spiderman crashing down onto a rooftop below them. Pain flooded Otto's body, but he forced himself back to his hooves while glaring over at his foe.

The beast that rose up caused Otto to widen his eyes in shock. The beast had eight limbs like a spider, but that was where the similarities ended. It's body was armor plated, it's jaws looked like something out of a nightmare and each of its limbs looked to be simian in nature. It was a mix and match of all deadly or very powerful creatures, but what made Spiderman's eyes narrow was that the creature was another mix and match.

Just like the giant beast that had attacked.

"So, whoever is creating you fiends has sent you to either deal with me or to test your own power. Most likely both," Spiderman said to the being, which roared with fury before it lunged towards him. Spiderman leapt out of the way and stuck to the side of a building, where he started to take mental notes of the creatures movements and patterns. The abomination turned to look up at Spiderman with another bellow, while it slammed it's jaws together as venom seeped down them.

"Well if this is the best that your creator can do, then it is clear that they and you are both failures," Spiderman taunted with a sneer underneath of his mask. "Do not believe me? Very well then," Spiderman before he kicked off the side of the building and rocketed towards the beast.

"Let me show you why."

Skyline Smackdown

The beast roared with fury as Spiderman drove his back hooves right into the chest of the beast and struck it with such force that the both of them were hurled off of the top of the building. Spiderman shot out a strand of webbing to stop his descent, but to his surprise the creatures shell split open and two pairs of wings extended from the back. It hovered down onto a rooftop below Spiderman, where it looked up at him with a bellow.

"You are a bizarre one, do you know that?" Spiderman asked the creature before it bellowed and hurled itself up onto the roof where Spiderman was. Otto leapt back when the creature tried to punch him with it's arms, landing atop an antenna so that he had the positional advantage. 'Yet even though I am clear the superior being, this creature may have surprises in store for me that I know nothing of. A strong offense while being cautious will be my best bet.'

Not wanting to give the monster a chance to size him up, Otto fired two shots of impact webbing into two of the creatures eight eyes. The beast roared with such fury and pain that the ponies shopping down below looked up to the tops of the buildings, but none of them could see the two as they battled. With the monster currently in pain Spiderman took that moment to lunge at the creature and kick it in the side of its colossal head, staggering the beast.

Spiderman followed up the kick by shooting two strands of webbing around two of the monsters arms, before he yanked on the webbing and pulled the arms tight. The monster roared as it began to tear at the webbing, but when it reached over with two more arms to pull at the strands Spiderman webbed them up to. Smirking at the creatures stupidity, he leapt over the creature while bringing both arms back, preparing to end the beast in a single strike.

His spider sense blared with a ferocity that he had only felt a few times in the past and Spiderman shot a strand of webbing onto the wall next to him, veering himself away from his current course. Just as he did so a blast of gas erupted from the creature, covering the beings body. Spiderman stuck to the side of the building and narrowed his eyes when he saw the gas eating through the metal on top of the building.

'Some kind of cloud of poison that can eat through any material. Would hate to see what would have happened had that hit me,' Otto deduced as he watched the webbing that he had used on the creature be melted away. With its arms now free, the monster bellowed as it swung its head around to face Spiderman, all eight eyes blazing with fury.

Figuring that distance was key, Spiderman shot two strands of webbing into two air conditionings that hung off of the side of the building he was stuck to. He wrenched them free and hurled them towards the beast, releasing his grip on them and firing twin impact shots as a follow up. Just as he predicted, the monster swatted away the chunks of metal before being struck in two more eyes by the webbing. Now that it was half blind, the beast snarled while assigning two of its arms to protect its remaining eyes.

"So you are capable of learning. Congratulations, so is a three year old. Are you proud of your accomplishment?" Spiderman taunted before following it up with a haughty laugh. He didn't know if the creature understood his words, but it definitely understood his tone. The chimera monster screamed at him before it kicked up with two of its powerful arms, slamming into the side of the building and grabbing hold of the side with its eight arms.

'And now it is angry,' Spiderman thought as the creature tore across the side of the building towards the spider, tearing chunks of the structure off of the building as it did so. 'Perfect. Its already limited intelligence will be dwindled by its rage and it shall play right into my hooves. Sometimes it is so boring being so brilliant.'

Otto dodged each and every one of the pieces of rubble that was thrown at him, smirking as he heard the sounds of the rubble striking the building behind him. With no fear of the creature whatsoever, he fired a shot of webbing at the creatures face. The beast had learned its lesson and blocked with one of its arms, but when the webbing struck the arm Spiderman yanked down and reattached it to another limb.

With a bellow of desperation, the monster dug one of its free hands into the side of the building and ripped out a chunk of it. It then hurled the chunk for all it was worth at Spiderman, who dodged it with such ease that he felt insulted by the attack.

"I had been hoping that the one that sent you to kill me would have made his monsters a little more clever," Spiderman said with disappointment as he fired more webbing into the creatures face, causing it to roar with fury. "That is why you are here, are you not? To kill me? So answer me this, does your creator hate me because I am a hero or because I brought down his monster in front of an entire city? Can you answer me that much?"

The being's response was the roar and throw more of the side of the building at Spiderman, who shook his head as he dodged it with ease. He decided that he had enough fun with the monster, so he shot two strands of webbing behind the monster before he leapt back to pull the webbing nice and tight. He then released his grip and was launched across the side of the skyscraper, ramming his back hooves into the face of the beast and hurling it off the side of the building.

The beast landed face first onto one of the roofs below them, before Spiderman landed on the back of its head. Spiderman sprang off of the skull with an arrogant cackle, landing on the rooftop with perfect balance while the beast picked itself up.

"He...sent to kill..." the beast muttered as if it was having trouble with every word, thought Otto was more surprised that the beast was capable of speech. "You...offend him...your existence...is a crime to him."

"So your creator is a he and he sees offense in my abilities? You have been most helpful," Spiderman remarked as he took aim at the creature and wrapped it in webbing. "And for that I will simply leave you here for the cops to deal with instead of dealing with you myself. Be grateful for my generosity."

"He...told me...your weakness," the beast continued, causing Spiderman to raise an eyebrow under his mask. A smile spread as well and he sat down with merriment in his eyes.

"My weakness? My dear monster, please, tell me of these so called weaknesses."

"You hero...that mean...you FOOL!"

The beast then turned it's head towards the building they were on and fired a beam of pure magic from its mouth. The swear that Spiderman bellowed was lost amongst the destruction and the sound of the laser firing. Chunks of debris and building began to fall onto the ponies below, just as another cloud of gas erupted from the beast to free him once more.

'He's going to use this to escape,' Otto realize as he prepared to pounce upon the creature. 'He wishes to use these ponies as a distraction so that he can get away. Well I will not allow him to. The ponies have magic, they should be more than able to-'

A memory then flashed through Otto's skull with such intensity that he had never felt before, not even from the spider sense. It was the scene of a little girl being held up by ropes in front of a speeding subway train, whose only chance of survival was Otto. And Otto had hesitated.

With a bellow of fury that would have put the monsters to shame, Spiderman hurled himself off the side of the building and began to fire his webbing, stringing up the pieces of debris before the could strike any of the civilians. With his spider strength Spiderman pulled back against the now netted debris and yanked it away from the civilians, hurling it instead towards the fountain in the center of the area. The debris and webbing landed with a huge splash that emptied the fountain, but none of the ponies had been crushed. With a sigh Spiderman looked down at all of their safe faces, while they looked up at him with awe and amazement.

'Never again,' Otto swore to himself as he looked down over them. 'I will never hesitate again.'

His spider sense erupted like a volcano and a moment later something powerful slammed into his back, sending him flying off of the top of the building and into the streets below. He smashed through one of the stands and collapsed it down around him, burying him momentarily. With his strength he managed to punch a hole to freedom, but once he emerged from within his prison he was blasted in the chest by a beam of magic.

Spiderman roared with pain as the beam hurled him across the market place and into the side of a concrete wall, which shattered from the force of his impact before he fell to the sidewalk. Pain roared through Octavius mind as he pushed himself back up to see that the chimera monster was practically on top of him. He raised his arms and took aim with his web shooters, but when he tried to fire only the sound of air came out.

'Out of fluid?!' Spiderman bellowed within his mind before a gorilla hand wrapped itself around his face. The monster picked him up by his face before driving him into the concrete below him, causing Spiderman to roar with pain. The monster lifted him once more before throwing the costumed pony through another market stand, were he tumbled to the ground on the other side.

"You...weakness...is one...all heroes share," the monster sneered as it lumbered towards Spiderman, who was slowly pushing himself back up as pain flooded through his mind. "You always...save them. You give...up advantage...for strangers."

"That...is true," Spiderman admitted before another punch to the side of the face sent him hurtling across the square. Otto's brain raced like a train as he tried to come up with the best solution to solve his problem while he forced himself to stand back up to face the monster, which towered over him. The beast gave him a smile that was filled with venom before it brought six of its eight arms over its head. Otto tensed up as he waited for the right moment to jump, but before he could something hit the beast in the back of the head.

Both the monster and Spiderman looked to see Coco standing alone behind the monster, her entire body trembling as tried to stare down the being that was five times as large as her. The monster snarled as it turned towards the pony, raising its arms over her as it did so. And in that moment Otto saw his opening.

The moment the monster turned its back on him, Spiderman lunged forward and landed on its back. The being roared as it realized where Spiderman was, but before it could begin to thrash Spiderman took aim at a spot below the where the skull met the neck that wasn't armored. He then drove his hoof there with all of his might, causing the beast to roar with pain under the force of the blow. Otto hammered upon that spot a few more times before the sound of bones breaking could be heard throughout the entire area. With one last roar the beast fell over, its body twitching as it lay in the street.

"What...you do?" the beast asked Spiderman as he staggered off of the beings back. The monster tried to move, but it found that its body no longer listened to it. Spiderman stared down at the beast with an unseen smile beneath his mask.

"I broke your spine and paralyzed you," Spiderman said in a no nonsense tone as he forced himself to not show how hurt he actually was. "Aside from straight up killing you, it seemed to be the only way to stop your actions. Now take a nap."

Spiderman drove his hoof into the face of the monster and knocked it out cold, finally giving Otto a moment to let out a sigh and assess the damage. One building was practically destroyed and another was missing chunks of it, the two square was decimated and multiple shops were destroyed, and his body hurt like hell. He groaned weakly as he took aim at a building to swing away before realizing that he had no more webbing.

"Thank you!" the voice of Coco said from behind him, causing the spider turned around to face her. She, and all of the ponies that were standing behind her, began to applaud for the spider with gratitude in their eyes.

"Enough!" Spiderman roared loudly enough to silence all of the clapping. His rage then succumbed to exhaustion and he glanced around at all of the ponies. "I am no hero, despite what your media thinks of me. The only reason any of your lives were jeopardized was because I was here. That monster was after me. So in truth, I am the reason all of you were in danger. That is not the actions of a hero."

"But you saved us. I saw you," one of the ponies said to him. Otto ignore their words as he turned his masked eyes to Coco, who shrunk back slightly under his gaze.

"Why did you interfere? You could have been killed."

"Because you needed help," she replied with genuine concern in her voice.

"I had it under control," Spiderman replied before he turned to one of the buildings that hadn't been destroyed.

"Thanks for saving us," Coco said before he could jump, causing the spider to snarl.

"For the last time, I-"

"I know what you said. But you still risked your life to save us. So thanks...Spider."

Knowing that there was no use arguing with her, Spiderman shook his head and leapt onto the nearest building. He did his best to ignore the clapping that he heard coming from the crowd beneath him (and the scientific part of his mind made him wonder how they were clapping), before he leapt across building to building. Only once he landed in an alleyway and had taken his mask off did he finally let out the sigh of rage that he had been holding in.

"Idiots! They believe me to be a hero, even when I told them that I was the reason they had been in danger! Those fools are almost as bad as the ones back in New York!" Otto raged as he found where he had kicked his bag and quickly stuffed the spider suit into it, making a mental note to burn it first chance he got. He walked out from out of the alley and turned down the street, having to make it back to Coco before she began to worry about him and cause a scene.

As he walked there he glanced into a window and found the angry face of Peter staring down at him, almost as if he was disgusted that Otto had been wearing the suit again. For a brief moment the two glared at each other before Otto broke eye contact and walked away, tired and hurting.

Silver Streak

Otto awoke the next morning with his body aching considerably, a side effect of having the crap kicked out of him by an abomination of nature the day before. With every limb in his form aching he pushed himself out of bed and headed into where the kitchen was. As he didn't smell smoke upon waking up he assumed that Coco had learned her lesson from yesterday about cooking. Yet when he reached the top of the stairs that lead into the kitchen, he found that even the greatest of minds could be wrong.

"Coco, what in the name of all that is holy are you doing?" Otto asked the mare as he found her pouring flour into a large bowl, as well as everywhere else in her general vicinity.

"Celebration cake!" she exclaimed with a happiness that made Otto raise an eyebrow in confusion. "See, yesterday, while the Spider battled it out with that strange whatever it was, Stonewall managed to snag everything on my list and then some!"

"Amazing."

"I know! Who would have thought that I would have been able to get everything I needed to make these next sets of dresses amazing?!" Coco asked with an excitement that Otto feared would cause her to pop like a balloon.

"I was referring to the fact that a fool like Stonewall was able to think during such a situation. I would have expected him to stand there gawking like every other fool in that marketplace," Otto clarified for Coco, who lost her smile as Otto began to insult the stallion.

"You shouldn't be so hard on Stonewall. He's a good pony," Coco said.

"I will think of him however I wish to. Do I tell you how to think?"

"Yes. Regularly in fact."

"Details. Why not bore-fascinate me more about the information about what items you obtained," Otto said in an attempt to change the topic, but instead of falling for the bait like Otto thought she would she chose to walk over to Otto and stare at him.

"Otto...I know that something bad happened in your past, something that you feel you can't make up for, but you can't dwell on it. I used to beat up on myself because of it and in your case you like to make others feel miserable. But you have to move on."

"It fascinates me how all of you ponies within this city think you know more than you actually do," Otto replied in a scathing tone as he walked by Coco, who turned to face him with a stern expression on her face. As Otto sat down at the table she chose to sit in the chair opposite from him and the look on her face told Otto that he wasn't escaping until they had talked. "What do you want from me, woman?"

"Otto...I want to help you. But I can't help you if you don't let me," Coco said with a look of kindness so genuine that even Doctor Octavius found himself unable to stay completely angry with her. "Let's start with something small. You don't seem to like the Spider despite everypony thinking of him as a hero. Was there something that happened in your life that caused you to hate heroes?"

Otto thought back to all the times that Peter had broken his limbs. Or the time that Hulk had used him like a jump rope. Or whenever he had to flee in fear of his life from the Punisher, who constantly tried to end the scientists life. But then he thought back to his childhood and how none of those heroes had ever been there when he needed them...and then he thought of the failure of a hero he had become.

"Heroes are the reason for so many of my aches and pains in the morning," Otto replied with blunt honesty. When he saw Coco's eyes raise slightly, he knew that she had made the connection. "I was not a good person before I came here, Coco. I have done many terrible things. This is why I told you to leave me to my own devices. So you would not have to be associated with a monster like me."

Coco thought over his words for a moment before she let a large, but also slightly concerned smile, cross her face. "Well you can't be that bad. And besides, Equestria is the land of second chances. So what kind of pony would I be if I didn't give you a second chance after what you did? You haven't done anything evil since I've met you and you've protected me once or twice. I don't think you're bad...just that the world tried to make you into a criminal...or villain. What did you do exactly?"

"Discussion for another time," Otto replied, deciding to end the conversation then and there, though he still couldn't believe that Coco was willing to be so forgiving of him despite practically admitting to her that he had been a criminal. 'She is indeed far too nice for her own good. But it is a genuine niceness, one that I have rarely seen in those associated with me. Perhaps I am being too cruel to her...'

"Well, even if you do try anything funny, like taking over the world or anything like that, we've got the Spider here to stop you," Coco joked with a laugh as she stood up and walked back to the counter, but if she could see Otto's face she would have found very little amusement in his features. But then her face fell and concern became her dominate expression. "But I'm actually glad that we've got a hero protecting this city. That was the second attack by one of those...monsters. They never attack the same city twice."

"Perhaps it is because this Spider dared to defeat the monster that was sent here," Otto suggested, but it was more fact than question. "Perhaps the one that created these creatures was offended that the Spider dared to defy him. If the Spider had simply decided to mind his own business then there would have only been one attack and the creatures would have moved on."

"No, the attacks started long before the Spider showed up. I think that whoever it is beneath the mask, they had enough of watching the ponies suffer and decided to use their powers to help," Coco figured as her beaming smile returned to her face, while Otto shook his head at her behind her back. "But you might be right when you say that the creator of these creatures might want to kill the Spider. In fact, the Spider said so himself, that the monster was sent to kill him."

"There is no changing your mind once you lock onto something, is there?" Otto asked the mare, who winked back at him in response. "But that will not stop me. Why are you so insistent that this Spider is some kind of hero that will show up in the nick of time to save you fools? Perhaps he is simply passing through."

"Because if he's truly the hero that I know he is, he'll know that we need his help," Coco replied in such a sad tone that Otto lost all of his snark at the sudden change in her demeanor. "It the other cities that have been attacked the casualties were high. In one of the cities a kindergarten had been destroyed by one of the monsters. There were no survivors."

Otto had sworn that he would not wear the suit, that he would stop trying to be the hero that he wasn't, but the words that left Coco's mouth caused his blood to boil furiously. He knew that he was an evil man, he knew that he had done things that he would burn for, but even he had his standards. And he despised those that would dare to harm children...even though he himself had tried to end all life on Earth.

"That's why I hope the Spider is here to help," Coco continued, snapping Otto free of his own self loathing and rage. "Because I don't want to see anymore ponies die. And until the princesses and the Ambassadors can catch this monster, we'll need all of the heroes that we can get."

"That is...an interesting way of looking this," Otto managed to say before his spider sense tingled in the back of his skull. He snarled as he prepared himself for an attack, but after a moment he recognized the sense that was bothering him. It was not one signaling attack or that his life was in danger. It was warning him of a being whose power far exceeded his.

"Excuse me for a moment, Coco. There is something that I must go deal with."

Before she could say anything to stop him Otto rose up from his chair and exited the room, finding the stairs that lead to the roof and flew up them. He kicked open the door and leapt out onto the roof, racing over to the edge and looking around to see if he could spy whatever had caused him to be alarmed.

'Hmm, I thought that I had given you a bowl cut similar to what you had when you were a villain, but it seems you retained most of Parker's features. No wonder that mare likes you.'

Otto spun around to see a man in a silver coat resting on top of an antenna, but when Otto looked close he was floating right above it. The coat was of a pure silver that seemed to be magical in nature, as the images and patterns on the coat changed every few moments. Each of his limbs seemed to be made of solid silver energy, which Otto assumed was magic given that everything in this land seemed to be. A hood of silver covered the beings face, but from the voice alone Otto could tell he was male and that he was powerful.

"So it's you," Otto spat as he put two and two together, causing the silver being to glance in his direction. "You are the one that brought me to this land. You are the one that gave me this body and that infernal suit!"

'Oooh, you are smart. How'd ya figure it out?' the silver being asked in a tone that was as mocking as it was powerful, but Otto did not fear the god in front of him. He had bested gods before.

"Why did you drag me to this infernal land?! Why did you trap my mind within this body and dump me off with out so much as a reason for doing so?!" Otto bellowed at the silver being, who seemed to become fascinated with his nails that he did not have. "Answer me! Or so help me I will end you!"

'Please, I've had beings stronger than you try to kill me. I was actually killed, to be honest,' the silver being replied before he kicked itself up and landed in front of Otto, yet Otto felt no breeze created by his landing and he found that he was almost able to see clean through the man. Otto glared up at him to see that his face was obstructed my silver energy, but even though he could not see his face Otto knew he was smirking. Otto snarled at him and prepared to attack, but the being just sighed.

'Alright, fine, don't throw a fit. I'll tell you. Let's start with the easy one then. Why? Well, the reason I brought you here is because this world needed a hero. And as you recently became...deceased, using you would not take you away from your world,' the silver being explained. 'How? I hold within me the power of creation. There is very little, aside from destruction, that I can't do. Why this body? Because I f***ed up my design somehow and you ended up looking like Parker. Probably because you were in his body when you died. Got to remember that.'

"You truly believe me to be the hero that will save this world?" Otto asked the silver being before he let out a snicker. "Then you are as foolish as you are annoying. I am no hero. I am a monster, the very same kind of being that heroes stop."

'Maybe you used to be. Or maybe being stuck in a heroes body with his conscious screaming at you has changed you,' the silver being replied in a tone that sounded far more wise and powerful that it had a moment ago. 'Perhaps you have truly learned the value of life, of protecting those that were once beneath you. There is only one way to find out.'

"So is this all a big experiment to you?" Otto seethed at the silver being. "You brought me here to see whether or not I would take up the suit once more and battle crime. Is that it?!"

The silver being went silent for a full minute before he lifted his hooded head once more and Otto could tell that all of the joviality and mirth that the being had was gone. 'I brought you back because as Coco said, all people deserve a second chance. And you died just after figuring out what it meant to truly live.'

"My death was my own fault. Had I not been so selfish and closed minded there would not have been all the death and destruction that there had been. Because of me, so many are dead," Otto said in a cold tone to the being. "Had I been a better person, had I not sought what Peter had, then none of those terrible events would have occurred. I am no hero."

'But now you do know better. You can take what you learned and apply it here,' the silver being suggested. 'Not that you have to. I'm not telling you to help save this world. I'm asking you to. If you don't believe yourself to be a hero, if you truly learned nothing from Parker, then do nothing. Enjoy your new life. But if you still hold within you the values of the heroes that you hate so much, then you'll need to repair that suit. Because yesterday was only the beginning.'

The silver being vanished without another word and Otto had to blink a few times before he fully registered that the being was comply gone. He then glanced over the side of the rooftops and looked down upon all of the ponies that were walking around down there, thinking about how all of them could have died during the monster attacks.

'But I am not a hero. That much should be clear,' Otto thought to himself as he tore himself away from the side and stared at the roof beneath him. Then he remembered the two monsters that he had fought, all the lives that he had saved...and the scornful face of Parker. 'But until that silver being changes his mind, I may be all they have...for the time being. Until a more suited hero, a superior hero arrives, I will have to do.'

Otto then walked back into the building, back down the stairs and into his own room. He pulled open the door to his room and quickly retrieved his bag, pulling out the web shooters with narrowed eyes. 'I need more web fluid. I may not be able to create the perfect version without my usual resources, but I should be able to make the basic webbing. The real problem will be repairing the suit. Because I cannot sew and...dammit all.'

With no other options, Otto headed back into the kitchen where he found Stonewall sitting across the table from Coco. Both of them were eating the strangest breakfast of pancakes and cake, with frosting on top of the pancakes and syrup on the cake.

"What's up, Otto? You take care of what you needed to?" Coco asked, while Stonewall raised an eyebrow.

'Of course Stonewall would be here, why make it easy on me?' Otto thought with a bitter smirk before he opened his mouth. "I need to ask a favor of you, Coco. A favor that is not easy for me to admit."

"Okay...what is it?"

"I need to learn how to sew."

Thinker

Otto knew that he had made a terrible mistake when he found himself sitting on a bench in front of a large table, where Coco had set up a sewing machine and a few pieces of cloth that seemed to have had better days. Otto sifted through the pieces of fabric while hating himself for having to do this. 'But the needs of the many outweigh the needs of the one. And unfortunately for me, I am the one. Which means I must learn how to do this.'

'Not that it should be difficult. I have mastered sciences far beyond anything a regular person would even admit exist. I have conquered the world and bested the greatest champions of justice,' Otto thought to himself as his confidence returned to its usual lofty levels. 'Learning how to stich together a few pieces of clothing should be child's play. Even though I had my robot or Watson do all the sewing before.'

Coco then entered the room with a smile so large that it immediately caused Otto's spirits to fall slightly in response. She hummed to herself happily as she practically glided over to where Otto was sitting, dropping off a few large manuals on sewing next to the stallion as she did so. But what Otto's spirits truly crumble was when he saw Stonewall enter into the room with a camera clutched in his hooves, telling Otto that he was only now just going to begin suffering for his crimes.

"I can't tell you how happy I am that you have decided to take up an interest in sewing!" Coco exclaimed in a voice that was devoid of any and all sadness. Otto gave her as kind a smile as he could muster given the situation, although from the reflection of his face in her large eyes he found it was more of a smirk. She then rested her elbows upon the table and leaned in close to Otto, slightly creeping him out. "The other day you laughed at my job and now today you want to learn to do some of what I do. I just have to know, what caused the change?"

"Yeah Otto, what made you want to make fancy dresses?" Stonewall said with a snicker that infuriated the doctor.

"If you must know, it is because I had a talk with someone and they suggested that I...become more skilled in my trade," Otto said as truthfully as he could, not necessarily lying as he did not specify the trade in question. "And as I am currently working under a fashionista, it would be best if I learned how to sew and, heaven forbid, learn a bit more about the industry."

"Good enough for me!" Coco exclaimed before she whipped over beside Otto and practically slammed into the stallion. "So what you want to do first is line up your material here and then hold onto it like this. If you don't do it this way then there is a chance you can get your hooves caught under the needle and trust me, that hurts like you wouldn't believe."

"Trust me Coco, I am certain that I could fathom a pain far worse than...sewing needles," Otto corrected her as he thought back to every battle he had with a hero and the broken state they often left him in.

"Well, here is the end result in case you want to try and test that theory of yours," Coco added on as she held up her left hoof, which was covered in small scars that matched the needle.

"Those are your scars? Cute," Otto said, but his words caused Coco to blush slightly and she turned her head. "Not like that, you fool. I was being condescending."

"I knew that," Coco quickly said before she returned her focus back to the machine in front of her. "Now you'll want to pay close attention on this part, because if you mess it up, like I tend to do, then you can lose the entire machine."

For the better part of an hour, Otto worked under Coco's tutelage. Yet after that hour passed and Otto was tasked with making a few designs, both Stonewall and Coco found that Otto was able to quickly learn the ropes faster than they thought possible. Within another thirty minutes Otto was able to put together a nearly perfectly stitched table cloth.

"This was not as hard as I thought it would be," Otto said with a laugh after another successful design, holding his creation before his face with a nod of approval. "I am amazed that Parker had as much trouble as he did when he first started out. Then again, in terms of actual intelligence he was always below me..."

"Whose Parker?" Coco asked and Otto internally cursed himself when he realized that he had been monologing out loud again, a nasty trait that all villains struggled to shake.

"My most hated enemy," Otto answered, figuring that there was little harm in telling the two of them a little bit. "The one who was responsible for so much of my pain and suffering."

"So he was the guy that beat some sense into you whenever you tried to do anything stupid?" Coco asked and Otto nearly gave himself whiplash with how fast he spun his head to face her. "Well, somepony had to stop you from being you're cruel self and if he's your most hated enemy, then he was the one that stopped you. Right?"

Otto could say nothing in reply, having not expected that kind of intelligence from a mare that made dresses. The booming laugh of Stonewall snapped Otto out of his shock and he turned with anger blazing in his eyes towards the Stallion, who clicked a picture of Otto's face.

"You should have seen the look on your face when she figured you out. Looks like she clean just smacked the arrogance off of your face," Stonewall laughed with mirth.

"Be nice Stonewall," Coco chided and Stonewall closed his mouth, though Otto could still hear the stallion stifling his giggles. Coco then picked up the material that Otto had made and examined it with a professionals eyes, nodding her head while occasionally muttering her approval.

"It's pretty good for your first time," she admitted proudly after a minute. Yet her words insulted Otto far worse than the mocking laughter of the stallion had. He snatched the item out of her hooves and gazed over it, unable to find a flaw or any sort of imperfection that would have garnered a "pretty good".

"What in the blazes do you mean pretty good?! It is perfect! Every stitch is set perfectly and there are no overlapping areas, nor places where I have made a mistake!" Otto roared with fury, but Coco simply smiled at him as he raged.

"Otto...it's ugly as sin." Otto glanced down at the table cloth that he had made, unable to see how it could possibly be ugly. Each color was set in an order that would not be distracting and was also set in a way that stains would be hard to notice. It was perfectly functional and Otto told the mare so. "Your right. It is sewn perfectly and it is as functional as you say, but most ponies don't want that. Most ponies want a good looking tablecloth or one that matches the other colors of the room. This...I would be hard pressed to find a room that this would go with."

Otto growled in a dismissive tone at her words, not wanting to accept that his work was anything less that perfect. Then he remembered what happened the last time he had believed himself to be so perfect and he let go of his stubborn pride with a sigh of defeat.

"You are the expert. You would know over me," Otto grumbled, though both Coco and Stonewall could tell that it took every ounce of his willpower to admit that. "But I am a very fast learner. So tell me what I must do in order to make this perfect...as you say it is."

"There's no easy answer. You can match and mix all you want, but the only way to create something great is to...find your inspiration," Coco explained to Otto, who replied with a look that Coco she had spoken in a foreign language to him. "Er, find your creativity! Make something that comes from the heart, not your mind...um, improvise?"

"Why would I ever need to improvise?" Otto asked with a scoff as he stood up and pushed the tablecloth away. "I always have a plan ready for whatever situation comes my way. Improvisation means that your plan failed and you should fail for creating such a weak strategy."

"But improvisation is what keeps you alive when that plan falls apart," Stonewall butted in, turning both Otto and Coco to face him. His face had hardened like his name and he walked over to Otto with a look the Doctor couldn't read. "And trust me Otto, in a real fight, that plan will fail. All plans are bulletproof until the first bullet strikes."

Otto didn't reply. He instead recalled what the Green Goblin had done to his perfectly laid out plan. And how he had just swung around blindly after his plan had crumbled, with no idea of how to fight back. Otto chose to stay silent, leaving the room open for Coco to cut in.

"Y'know, you've been doing a lot for me lately and I figure that it's time that I went with you to do something that you want to do," Coco said. "So if there's a place that you'd like to go visit or, I don't know, a performance that you'd like to go see, just tell me and I'll do the best I can to get you there."

"Coco, we really don't have that much time to mess around," Stonewall reminded her in a tone that sounded more like a father talking than a pony talking business. "Sapphire Shores is going to wear your dresses in two weeks alongside the big show and you have to make some changes to them. And I've learned that one change quickly turns into a hundred."

"We've got time. After all, Otto's been working pretty hard, going around gathering things for me and putting up with Cherry," Coco grumbled under her breath, but loudly enough so that the both of them could hear. "Come on, Stonewall, when you wanted to see that...classical singer whose name keeps escaping me, I went with you even though I had work, didn't I?"

"And because of that you had to work three days straight to make up for lost time," Stonewall reminded her.

"There is nothing in this backwards land that I wish to see. All I wish to do, if we are done working, is to be left to my own devices," Otto butted in before Coco could answer. "I have learned all that I have needed to for today. Coco, would you be fine if I...practiced my skills with the sewing machine late at night?"

"Not at all, as long as you keep an eye out for Cherry's spies," Coco added and Otto nodded. He then bid them farewell and turned to leave, but then Coco remembered something. "Hey, what about that university that you seemed to interested in? You want to give that place a try?"

Otto opened his mouth to tell the mare off, but then he took a moment to think about it and found that he did indeed wish to examine where was said to be the zenith of pony science and learning. "Very well Coco, as it seems that you will not cease to bother me until I agree to do something."

"See, he's already starting to learn how things go," Coco said with a laugh to Stonewall, who shrugged with a smile. "Alright, sounds like a plan. When do you want to head out?"

"...soon," Otto replied as he headed for the door. "There are a few things that I wish to check on first and I ask to not be bothered until I say that I am ready. Can you two follow those instructions?" Coco nodded while Stonewall gave him a look.

"He seems to shift personalities often, doesn't he?" Stonewall whispered to Coco once Otto had left the room and closed the door behind him.

"What do you mean?"

"A few minutes ago he seemed to be listening to your words and actually respectful of your opinion, then when I mention about the plan he took on that guilty look that I've seen upon his face a few times. Not to mention that he's stubborn as an oak and now he talks like he's the boss of the place who's far smarter than everypony else in the room."

"Well, if he's telling the truth about his profession, then he most likely is smarter than all of us," Coco admitted with a smile, but Stonewall did not share in the joke. "So he tries to mask his pain with overconfidence. Do you know how many other ponies I've seen that act like that?"

"But how many of them are criminals?" Stonewall added on and when Coco stayed silent he continued on. "I know, Coco. And I also know that you are giving him another chance, so I have refrained from saying anything. But I do not know if I can trust him. He acts like he's on the tipping point, as if he can't decide who he wants to be."

"I know how that feels," Coco replied with a sigh, before she turned to Stonewall with a small smile. "But hey: Luna, Starlight and even Discord. How many villains have become allies of Rarity and her friends? I can see it in his eyes. He's been hated and hurt all of his life. And I think that maybe, if he's shown genuine kindness and friendship, maybe he can...heal?"

"You're too good for this cold world," Stonewall admitted to her with a kind smirk, which only caused Coco's smile to beam even larger.

"Actually, while we're waiting for him I should go over the upper part of the dress quickly," Coco added on before she turned and ran over to where the dresses were.

"He should only be a moment."

"That's still a moment I can spend working!" Stonewall shook his head at her with that smile still on his face.

"I take it back. Both of you are stubborn."

University

The last time that Otto had come to the university he had been planning to break into it to discover what secrets that it held. Yet this time he found the doors open to him and the others, with no need for the usual sneaking or destruction that he would have caused in the past back when he was for more dangerous. Though even as he walked through the glass doors and passed the scanners, he wouldn't put it past himself if he decided to break into it at a future time.

"Ah Coco, it is so nice to see you again," said a massive stallion the size of Stonewall with a silver mane and a cutie mark that was an A+. Coco extended a hoof to him and he practically crushed her hoof with his when he shook her hoof. "I didn't think that I would be seeing you again so soon! Seems like just the other day that you were nothing more than a scared little freshpony in a big sea."

"And I have you and the other teachers to thank for getting me through it," she replied with a pained smile as she shook her hoof out, trying to regain feeling in her limb. She then turned to Otto and Stonewall, the former who had a look of bafflement upon his face. "Oh, let me introduce you. This is Top Score. He was one of the teachers that taught me back when I went here."

"Hold on a moment. You said that this was the premiere school for the most intelligent and scientifically gifted ponies in all of the world. Why in the blazing hell would a dress maker go here?" Otto asked, unable to figure out how the pieces fight together.

"Well, there was a time I wanted to have a career in science, but I settled on fashion when I found I had more fun with it," Coco said with a small giggle, which was quickly overshadowed by the bellowing laughter that erupted from the teacher. He clapped her on the shoulder with such force that her knees nearly buckled.

"I told Coco that if she ever wanted to relieve old memories she just needed to walk in and find me! So what you brings you in here after three years of avoiding us like the plague?" Top Score asked.

"Actually, I'm not here for myself. I'm here because my friend, Doctor Otto Octavius, wished to see the science and technology that we have," Coco explained and a moment later the teacher swung around to face Otto. Otto's spider sense blared but before he could act the teacher reached an arm around his shoulder and pulled him to his side.

"A doctor you say? Medical or science?"

"Science."

"I see. So what school did you get your doctorate from?" the teacher asked with no concern for Otto's personal space and Otto had to force himself not to fling the fool off of him. Otto took a moment to think over his answer, figuring that the ponies would have no idea the school. But then he remembered the name of his city and he decided that the risk of a similar name they could look into wasn't worth it.

"I doubt you would have heard of it. I didn't get it in Equestria," Otto stated, knowing that the teacher would most likely think him a fraud. 'Even though I only got my doctorate under Peter's name, I still earned it. And no amount of disbelief can take that away from me. One of my few accomplishments I'm proud of.'

"Well, perhaps I haven't. After all, there are so many schools in this world. But a pony of science you said, right Coco? Well then, come with me!"

With no choice aside from violence, Otto was dragged down the halls of the colossal college, past rooms filled with science and wonder that Otto could only glance at. Coco and Stonewall struggled to keep up with the two before Top Score kicked open the doors to the science wing, finally releasing Otto and letting the pony crash to the floor.

"Welcome to the science wing!" Top Score exclaimed and Otto pulled himself off of the floor, looking around through the windows to see what all the fuss was about. All around him were ponies hard at work, each of them working on some kind of invention or creation of theirs. A group was working on a machine that could pick things up and move them around, while another was creating a propulsion system that ran on magic instead of fuel. Similar designs were all around him, but Otto didn't see any of the ponies working on anything that would aid him.

"May I look around at some of their projects? I wish...to marvel at the creations of the next generation?" Otto asked the teacher, who waved the pony on with a large smile. Otto nodded to him and moved into one of the rooms, ignoring the safety warning that hung overhead. He pushed open the door and strutted into the room with the mechanical limb, ignoring the fools that yelled at him to get out. Otto glanced around quickly at their notes and blueprints before he snarled, not finding anything of interest.

He then glanced over at the ponies, who were giving him less than friendly stares, before he walked over to their machine and tore open a panel on the side. He heard them exclaim and knew that in a moment they would be upon him, but with his intellect and spider speed he was rapidly able to change and adjust some of the wires, fixing the faulty systems.

He felt hooves grabbed at his arms, but he backed out on his own and pushed their limbs off of him. He then snatched the control panel from the grasp of one of the students and began to move the arm. All eyes in the room aside from his widened when they saw that the arm moved with far more speed and efficiency than it had before.

"I fixed the wiring and the mechanisms that you three so sloppily mixed up," Otto said to them as he hoofed the controller back to the students, who could stare at the pony with slacked jaws. "Feel free to examine the machine and see what I did, so that you may learn from my knowledge."

"Um, sure...how did you do that?" one of them asked. Otto's response was to smile at them knowingly before he walked out of the room, leaving the three dumbstruck before they all tried to look inside the panel to see how he had done it.

"Did...you find what you were looking for?" Coco asked when Otto walked out of the room. He sighed and shook his head before glancing towards another one of the rooms. He repeated the same procedure three more times, walking on the ponies and going over their things before helping them with their inventions. But after the third time when he got the propulsion system online and got one of the ponies flying around the room did Otto emerge and finally speak to the others.

"They do not have what I am looking for here," Otto said to the others with a bitter shake of his head. "Are you sure these are all the inventions that you currently have on hand? Perhaps there is another that is away or a teacher that has a project of their own?"

"Sorry Mr. Octvaius, but these are all the ones we have...the only ponies that would have more scientific projects then ours are the ones at Celestia's special school," Top Score clarified for Otto, who shook his head with a sigh at the ponies words.

"Thank you for your time then," Otto said before he headed for the door, with the look of a broken pony upon his face. Coco thanked her teacher and raced off after him, while Stonewall followed the both of them at a much slower pace.

"What's the matter, Otto? What were you looking for?" Coco asked.

"No. Sadly I was unable to find what I was searching for," Otto said in a quiet voice, one that Coco had never heard the Doctor use before. He two of them reached the entrance to the building, where Otto stopped for a moment and glanced up at the sky. "I wish to go home, Coco. Back to where I am from."

"Then why don't you?" Coco asked. "You don't have to stay here if you don't want to. Go home. We can manage without you."

"...no, my dear. I am not wanted at home anymore. No one where I am from wants me there any more," Otto said with a small shake of his head, before he lifted it once more with a look of strength upon his features. "That is the past. There are other thoughts upon my mind. Such as shopping."

Coco was completely surprised by the sudden change in attitude before she had to sprint after the stallion, who had suddenly began to walk away with a speed that made Coco walk quickly just to match his stride. "S-shopping? Why would you suddenly want to go shopping?"

"Because there are things that I need," Otto stated in a matter of fact tone as he slowed down slightly so that Coco could catch her breath. "Please lead me to the nearest store which sells...items."

Coco didn't know how to respond to his request, but not wanting to let Otto down she thought of all the nearest stores that sold odd items. The two of them ran across what felt to be the entire city as Coco lead him to store after store, each of them with stranger items than the last. At nearly all of them all Otto did was look around at the supplies before leaving. But in the last store Otto seemed to have found what he was looking for and Coco had to help him pay for some of the material that he had bought.

"What did you buy in there?" Coco asked with some confusion once the two of them walked out of the store, with Otto having the bag slung over his shoulder. "Come on Otto, I've been in my share of science classes yet even I have no idea what you're going to make with that batch of whatever."

"Let me just say that I have bought it for...a pet project," Otto replied, causing Coco to roll her eyes.

"Scrap metal, pieces of wire, strange fluids, and an assortment of other things. Are you trying to make a giant robot or something?"

"Do not be ridiculous, giant robots are a waste of time. They are far too large a target and their structural weak points are far too easy to exploit," Otto snapped back with an annoyed tone, adding another question to the growing list of questions that Coco had about Otto. "But no, I am not seeking to create a giant robot. I am...taking advantage of my third chance, as you said."

Coco was once again forced to raise an eyebrow at the choice of Otto's wording, but as her boutique came into view she decided to save the questions for a later day and walked towards the door. Yet the moment she placed a hoof upon the handle of the door Otto grabbed hold of her and yanked her back with such force that she was ripped from her hooves.

"What are you doing?!" she half screamed at Otto, but the moment she looked at his face she found a look of sheer concentration and caution. He let her go and motioned for her to stay there, before he walked forward with strength and ripped the door off of its hinges. He raced into the building and glanced around in every direction, eyes narrowed as he prepared himself for assault.

Yet as he walked into the main room where Coco and Stonewall had done all of their work did Otto finally find the reason why his sense had alerted him. He hears Coco enter the building after him a moment later and he had to fight very hard to keep from turning around when she entered the room. He heard her fall to her knees and a moment later he heard her muffled sobs.

The room was completely ripped to pieces, with the shreds of what had once been Coco's pride and joy scattered in pieces. Her designs were missing from the table where they had been laying the previous day and Otto also saw that whoever had done this had destroyed all other outfits she had been working on for good measure. Otto finally gave into temptation and glanced behind him at Coco, who was hiding her face in her hooves so that Otto wouldn't see her cry.

"Whoever did this did it while we were out," the voice of Stonewall said, causing Otto to turn to find the stallion already shifting around some of the material. "Some of the hoofprints are still fresh. Doesn't make a like of difference, though. These horseshoes are the most popular currently, so hundreds of thousands could be wearing them for all we know."

"They would have had to do it...while we were at the university," Otto realized with a bitter taste forming in his mouth. "But Sapphire Shores asked for her dresses in three weeks, correct? Then we still have time to-"

"That's not how this business works, Otto. Sapphire hired Coco because she wanted her to make a dress that would be one of a kind. Whoever did this was after those dresses. And odds are they'll have them at the same fashion show that Sapphire is attending."

"Then we will know who took them and we can capture them for their insolence," Otto snarled with such venom that Stonewall was taken aback.

"We could, but it's our word against theirs. And they have the designs now as well as the actual outfits. They might not even use this design. They might improve upon it," Stonewall tried to reason with Otto, but unbeknownst to the stallion Otto was already seeing red. "There is nothing we can do for the time being. Right now we need to call Coco down and-"

"There is nothing you can do because you are a damned idiot!" Otto bellowed at Stonewall before spinning on his hooves and practically sprinting towards his room. 'How dare someone steal the hard work of Coco! There is nothing I can stand more than an idiot who feels smart by stealing the works of those superior to them!'

Otto kicked open the door to his room and grabbed the bag from under his bed, whipping out the spider suit and donning it in a few moments. He hadn't had taken time to repair the damage from the previous fight, but that would have to wait. For there was vengeance the be exacted and Otto did not like to sit around and wait. He took out two spare web cartridges from his belt and placed them into the shooters before he shot out of the window, shooting a line of webbing to a building as he started to swing.

'And on the top of a very short list of suspects is Cherry Bomb. Let us see how much pain it takes before she confesses!'

Serpents

Otto had always been quick for vengeance and time after time it had caused a normally perfectly prepared plan to fall apart. Today was no exception. He had been so determined to make Cherry Bomb pay (who he had no doubt was guilty of the atrocity) that he had not bothered to ask for directions to where her place of business was. With no leads at the moment, he landed on the side of a building and glanced around at the citizens below him who glowed orange in the setting sun.

'I cannot go back and ask, especially after how quickly I rushed out of there,' Spiderman thought as he climbed up onto the corner of the building and hunched over like a gargoyle, narrowing his eyes beneath the mask as he thought. 'However, perhaps I am not entirely without leads. There was that place that I went to pick up Coco's machines. I will start there.'

Webbing shot forth from the wrist of the spider and he began to swing through the city, with his near perfect mind remembering exactly how he had made it to the shop the first time. He did not bother trying to remain hidden while he swung and every once in a while he heard a pony exclaim down below. He paid them little mind as he swung towards his destination, but upon reaching the corner where the store was located he found that someone or thing had beat him to them.

The doors to the store had been torn off their hinges and numerous ponies in cop attire had formed a blockade around the front of the store. Spiderman could feel his skull tingling slightly when he gazed into the store, telling him that there was indeed something very dangerous within the store. Then he saw the edge of a pool of blood and he realized that the situation was far more dangerous than he had believed.

'It is clear that I am needed here. But I have no clue of what is going on,' Otto thought as he glanced down at the cops, who seemed to have no interest of going into the store themselves. A small battle waged between his pride and his desire to know more, but the desire won out and he swung down next to the cops. The citizens and cops alike both gasp as he landed perfectly next to the officer in charge, who Otto had managed to pick out of the group due to the larger badge on their chest.

"What is going on here?" he asked in a no-nonsense tone, while giving the officer a look even with the mask that told he was not to be messed with.

"W-we're not entirely sure ourselves, Mr. Spider," the officer stammered out in an annoying tone that made Otto grind his teeth. "Honestly, we've never had anything like this happen in the city before. There's a lot of bodies in there and the cops we send in don't come back out. None of us want to go in there."

"To protect and serve, eh? Out of my way, I will deal with this," Spiderman snarled as he pushed the fool out of his way and marched into the storefront. While the officer had been blabbering about nothing of use, Spiderman had been scanning the visible part of the store and found no officers laying in a pool of their blood. 'No, whatever caused this has moved deeper into the store, probably where the magic users cannot pester it. Let us see what manner of creature did this.'

Spiderman was cautious to avoid the pools of blood as he walked into the place, but after glancing around to see more bodies than he had originally counted, he leapt onto the ceiling and began his advance from there. With his vantage point he looked through the aisles of the store, with no sign as to what had done all of this.

Yet after a moment one of the bodies provided a clue. Spiderman spied a body that had a blue coat, but the face and neck of the poor pony was white. He lowered himself down next to the body on a thread of webbing, where he could get an up close look without blooding his suit.

His eyes glanced over the strange coloring of the pony's face then to the slight bits of foam that was leaking from the pony's mouth, before glancing at the way the pony's limbs were contorted. He gently rolled the pony over to see that two large puncture marks were on the pony's neck, with red coloring around each of them. With narrowed eyes Spiderman pulled himself back up the web and moved onto the next pony, who had a similar puncture wound inflicted upon them.

'This is either the work of a venomous creature or one of those damned vampires,' Spiderman reasoned before he looked at the large quantity of blood that was on the floor. 'And the vampires that I have fought or killed generally do not waste this much blood. Venomous beast it is and from the looks of the bite marks a snake like one at that. Perhaps it is another of those abominations that have been plaguing the city.'

Movement snapped the spider out of his thoughts and he whipped himself around on his strand of web to see a door leading into the back rooms slowly moving. It had not been moving when he had entered and for a brief second Spiderman cursed himself for not staying hidden better. With the element of surprise gone he crawled over to the door and gingerly pushed it open.

When his spider sense didn't blare, he slipped to the floor and walked into the backroom as quietly as he could. Yet his stealth was impeded slightly by the fact that his hooves made muffled sounds every time he took a step. His spider sense began to tingle slightly and Spiderman knew that whatever had done this was now watching him. He walked amongst the multiple tables filled with machinery and glanced around, but it wasn't until he walked out into the most open area of the room that he finally confronted the beast.

"I know that you are there watching me. And if you have an ounce of intelligence, then you will know that this is your best chance to kill me. So what are you waiting for?" Spiderman asked into the quiet of the room. "Come and get me."

Warning bells rang in Spiderman's head and on instinct alone he leapt into the air to avoid whatever had alerted his senses. A half second later a massive, grey colored creature covered in scales rocketed underneath of him. It cleaved a table in two with its body before slithering off into the shadows of the room, which Spiderman just now realized wasn't fully lit.

'It seems to be an ambush creature,' Spiderman deduced as he leapt up onto the ceiling and began to scan the room. 'Most likely able to sense me even the dark. Hiding would be pointless. Until I know what it can do my best bet is to keep it at a distance and-'

The sense blared once more and Spiderman tossed himself off of the ceiling in time to avoid the beast of scales and claws. He spun in the air and fired twin strands of webbing that pinned the creature to the ceiling, allowing Spiderman a moment to take in his foe.

The beast was a mix between a serpent and a porcupine, giving it a serpents like body with all of its scales sticking out like razor blades. Within a few seconds of struggling the beast sliced through the webbing and feel to the floor in front of Octavius, who narrowed his eyes under the mask as the beast slowly turned an armored head towards him.

This time Otto didn't need his spider sense to leap out of the way, as he saw the tail whip coming from a mile away. He leapt back onto a table only to kick off once more as the snake monster slashed through the table with his tail. As he landed on the wall Otto noticed that the table hadn't been broken by the force of the strike, but sliced clean in two by the razor sharp scales.

'And it's entire body is covered head to toe in those scales,' Otto snarled as the creature slithered back into the darkness once more, leaving Otto to lower himself back to the floor. 'It slices through my webbing and I am certain that any sort of physical assault would put me at a most disadvantageous position. I need to think of a way to-'

The creature sprung forth from the shadows once more and tried to slice through Otto with its scales, but once more the spider sense warned Otto ahead of time and he had already thrown himself out of the way. A frustrated hiss escaped the beasts armored mouth before it tried to slink into the darkness once more, but this time Otto turned and fired a strand of webbing onto the tail of the snake. He knew that it wouldn't last long, but he knew the strength of the webbing would last long enough.

"Not this time," Otto promised the beast as he pulled the monster back with all of his might, which was more than enough to yank the snake back over towards Spiderman. With the creature momentarily stopped, Spiderman picked up one of the machines being repaired and slammed it into the monsters armored face. The piece of junk broke apart almost immediately, but when the snake hissed with pain Otto knew he had scored a hit.

Not one to let the spider get the upper hoof, the snake creature spun around and lashed out with a pair of fangs that sent the spider sense into overdrive. Otto snapped his head to the side to avoid being bitten, but his swift dodge temporarily left him off-balance. Sensing his opponents momentary slip up, the snake spun and slashed at Spiderman with his tail.

"GRAH!" Spiderman roared as the tail raked across his chest and shredded both his suit and his chest. Otto staggered back with pain flooding his mind, but the pain gave into rage a moment later and Spiderman threw himself towards the snake with nothing but wrath. He slammed his hoof into the face of the monster with such force that the scales shattered upon impact, but the blow had the unfortunate side effect of shredding Otto's right hoof.

Gritting his teeth to ignore the pain, Spiderman pressed his attack by following up with an uppercut to the bottom of the snakes jaw. The snakes head was snapped back by the force of the blow, while Spiderman cried out in pain as his left hoof was now sliced.

'Wait a moment...I am an idiot!' Otto roared within his mind before he took aim at his left hoof with his right and fired his hardening webbing around his hoof. After it hardened Spiderman smirked at the protection he had made for his hoof, before he tested it out by driving the webbed hoof into the jaw of the snake. The webbing was shredded by the impact of the blow, but as the scales did not touch him Otto was able to hit the beast with full force.

The impact of the punch sent the snake flying across the room and into one of the walls, where it let out a weak hiss as it slid down. Sensing that his foe was weak, Spiderman flung himself towards the beast with the desire to finish it off in a single blow. Yet as he sailed through the air his spider sense blared once more, but not in time. The snake swung it's head towards Otto and fired two blasts of venom into his exposed chest, causing Spiderman to collapse to the ground as an unending agony tore through his body.

The pain was far beyond anything that Otto had ever felt before, aside from the few times that he had nearly died. His body convulsed as spasms of pain racked his body, with every nerve in his body feeling like it was on fire. He cried out with bellows of agony as he writhed on the ground, barely able to feel his spider sense over the raging of the pain.

"Such an easy kill," the snake whispered as it slowly began to slither towards Spiderman, who was far too gone in the pain to focus on his foe. The serpent open it's mouth far beyond what it's jaw should have been able to achieve, its fangs glistening in the faint light as it prepared to bite down on the spider. "The master was so certain that you would prove to be a challenge. He will be most disappointed."

Otto could barely think through the pain as the fangs got closer to his face, unable to move as the pain continued to prevent him from moving. But despite his body unable to respond, the mind of Octavius was still functioning and he was not ready to die again just yet.

'This will either work...or get me killed once more,' Otto concluded, but then remembered all of his battles with Spiderman over the years. 'No, if this body has a fifth of the resilience that Parker's does, then I will survive. He has been poisoned before and lived. And I will as well.'

"Of course he would be disappointed," Otto spat out weakly, but he made sure that he sounded as cocky as possible. Just as he had predicted, the sheer arrogance in his tone caused the snake to stop its attack and cock its head with interest. "He will be disappointed in himself. If it is so easy to kill me, then that means he is a true failure. If he wasn't, then his first monster would have kill me. Hell, his second was designed to kill me and it failed. If you ask me, not killing me himself shows that he has to rely on others to do his job. How pathetic."

"You stalling," the snake said to Spiderman, who said nothing in reply but instead focused on using all of his mental strength to apply his adhesive ability. "It not save you. Now you will die."

The snake then lashed out with its fangs, but in a swift blur of motion Spiderman's arm shot out and drove a fragment of the snakes armor through his mouth and out of the back of the snakes head. A small gurgle escaped the beasts lips before it collapsed to the ground dead, leaving Spiderman to fall over in weariness and pain.

"I...just needed...a few more moments...for the blood to leave my body" Otto boasted to the corpse of the snake. "That venom of yours...hit a spot where all my blood was leaving my body. So not all of it was absorbed into my blood stream. Thankfully you were too stupid to outright kill me and instead listened to my monologue, buying me just enough time. Another win...for me."

Otto then webbed up his chest and forced himself to stand back up, the sheer resilience of his spider powers helping him to move. He staggered out towards the front entrance, knowing that the reporters were going to have a field day with how he looked.

'But more importantly, I need to get back to the boutique before I can be capture. The last thing I want to do with my second chance on life is spend it behind bars.'

Little Buddy

Despite knowing full well that he had been an evil villain in his past, Coco had given Otto full access to an old workshop that was at the back of her boutique. According to what she had told him, the old owner of the place had been a crazy inventor that had moved on to bigger things.

'While not in the best of conditions, it will suffice for what I need to do,' Otto thought to himself as he cleaned the dust off of an old table, one that was stained with chemical and fire burns. After making sure that none of the chemical remains were hazardous, Otto placed the material that he had bought from the store a few days ago upon the table, organizing it before sitting down.

'It was thoughtful of Coco to bestow such a place upon me, but I am still surprised at how...calm she was with the knowledge that I was a former villain,' Otto thought as he picked up a screwdriver and began to move the pieces around, using his spider strength to bend the metal whenever he needed to change its shape. 'But she is truly smarter than I gave her credit for. Perhaps it would be best if I did not underestimate her in the future.'

Otto then shifted his thoughts away from the surprising intelligence of the mare that had employed him to the monster that he had battled with a few days ago. 'The only reason that I managed to find that monster was because of a completely unrelated event. If I am to...help these ponies, then I will need more eyes than I currently have.'

'But why me? There are many other heroes that have died that would be far more suited to protecting this world than the sorry excuse of a hero that I turned out to be,' Otto thought to himself as he glanced at a shard of glass laying in the corner of the room, spying once again the face of Parker glaring back at him. "Always watching, are you? Do not worry, Parker. Though you will not believe me, I will do my best...I just pray that is enough."

The doctor sat alone in silence for a few hours more until he had finished what he had been working on. He leaned back in his chair and smiled down at the little sphere with six legs that he had created, before pressing a hidden button on its underside and causing it to come to life. The little bot began to move around the table, shifting its body so that the six "eyes" it had on the front could look around.

"While far more crude than the ones I made back on Earth, it should serve its purpose," Otto muttered to himself as the small spider bot began to crawl up his arm, Otto nodding in approval as he found the adhesive function to be working properly. "While you are only the first of what I hope to be many, I know what happened with you and the rest that I built on Earth. But as this land has no Goblin or any real super geniuses, I have taken precautions."

Otto then lunged forward with an expression of pure malice upon his face and the spider bot leapt back while vibrating. Otto winced slightly when he felt his spider sense burn in the back of his mind, but the pain was quickly forgotten as a smile of victory spread across his face.

"Seems like it worked," Otto said to the tiny bot as he held out his hoof and the bot climbed into it. "Whenever you see someone in danger or are yourself in danger, you emit a vibration of warning that triggers my sense. How fortunate that years of studying Parker's infernal abilities have helped me here."

"Now go then, Alpha," Otto said to the little bot as he placed it on the ground, causing it to scurry towards the door of the room. "I have programmed you to keep an eye on Coco for me whenever I am not around. For as smart as she is, she still attracts trouble."

'Now onto my next problem,' Otto moved on as he pulled out a map of the city and placed it upon the table, glancing between the three red markings that he had made upon it. 'So far there have been three attacks in the city by these freaks. The first one took place right in the center, near the park. The next one was over here, where Coco, the fool and I were working. And then the final one was here, a few blocks away.'

'Is there a pattern? Or is it the simple delusions of a madman who simply wants to see chaos?' Otto asked himself as he thought back to the numerous crazies that he had worked with over the course of his life. 'No, though the beasts are hardly intelligent, when they do speak they make it clear that their creator has a vendetta against me. Perhaps it was for stopping his first attack or simply because he hates spiders. Whatever the reason, he will send more monsters.'

"But you are the one that doesn't make sense," Otto muttered to himself as he gazed at the spot where the snake beast had torn apart the store that repaired items. "Aside from me entering that place once, the store held no connection to me. What would this creator have to gain from killing a bunch of citizens randomly? Even when I killed citizens, most of the time I had a purpose for it..."

Shaking his head and figuring that he would not be able to do more without further information, he rose from the table and walked out of the room. He glanced through the windows to see that it was already late at night, which fit into his plans perfectly. With the knowledge of when Coco went to sleep, Otto knew that he had the entire boutique to himself.

He retreated to his room to retrieve the spider suit before returning to the boutique, where he laid he suit on one of the workbenches. He rummaged through the spools of string before he found the red and black spools and put them upon the table next to the suit.

"Back when I had Parker's body and memories, this was not that difficult," Otto recalled as he stared at the supplies on the table before he glanced down at his hooves. "Of course, back then I also had my hands to hold the needle. This will truly be an endeavor. But if this is what finally stops my progress, then I am a true failure."

It took quite a while, but after multiple attempts and numerous near screams of frustration, Otto had finally managed to repair his suit in a decent way. He grimaced slightly when he saw where the stitching was ugly and how the suit was slightly pulling one way, but he shook his head and slipped it over his body.

'It will suffice for the time being. And it simply needs to mask my features. It does not need to look pretty,' Spiderman thought to himself as he leapt onto the wall and climbed up to one of the windows, which he pushed open and slipped out into the chilly night. 'And besides, if one were to see the shoddy stitching of the suit, they would not associate me with a boutique. It is a win for me.'

'As I only have one of the spider bots available to me at the moment, I will need to patrol the city the way Parker used to,' Otto thought to himself as he began to leap from building to building, racing across the rooftops with his enhanced speed before leaping from one skyscraper to the next. 'And with only six more web cartridges, including the ones in my shooters, I cannot afford to waste webbing. It may be a little more trying than swinging around, but being conservative is my best bet.'

Though the memories that he had received from Parker were far shakier than he had remembered, Spiderman was at least able to retrieve all of the areas within New York that held the most amount of crime. Figuring that the city shared the same name and similar landmarks, he assumed that crime would be in similar areas as well. If not, he would spend the night learning more about the city. But there was always crime.

Warehouses by the water was a place that Spiderman recalled having used as a base of operations a few times in his life, so as he crawled by one he figured that he would stop by and see what was going on in there. Large crates were stacked to the sky and provided plenty of cover for the spider as he leapt from crate to crate, eyes narrowing beneath the mask when he spied ponies moving around below him.

Any thought of them simply being workers was thrown out when Spiderman spied the crossbows that they were packing, along with the fact that some of their faces reminded him of thugs that he had employed a number of times. Those thoughts, along with the fact that looking at them caused his spider sense to begin to tingle, told Spiderman all that he needed to know.

With a more powerful leap, Spiderman hurled himself from the crates to the top of the warehouse, where he landed as quietly as he could even with hooves. After waiting a brief moment to wait incase anyone heard, Spiderman slipped open one of the skylights and slipped onto the ceiling of the building. But as Spiderman looked up to see what was going on inside of the warehouse, to his surprise he found that instead of drugs or money, thee were dozens of cages filled with animals.

'How odd. Animals are things that criminals rarely smuggle,' Spiderman thought with an experts opinion. He then looked around to find the ponies in charge, eventually settling on the two that wore long coats and seemed to have bossy looks on their faces. Spiderman crawled to the point of the ceiling that was above them and tuned in to their conversation, concentrating hard to listen to what they were saying.

"...so you have no idea where any of these things are going?" one of them said to the other.

"Like I said, I'm not being paid to ask questions. I'm being paid to smuggle as many of these beast as I can to a location that was specified by my client," the one in a purple coat said in a far bossier tone. "And whoever the buyer is, they want every kind of animal that they can get their...hooves, I guess, on. Lions, elk, pigs and zebras just to name a few. You name it, they want it."

'Bizarre. But with all of those monsters that I have battled in the past couple of weeks, I believe I can put a finger on this mysterious buyer,' Spiderman pieced together before he began to weigh his options. 'If I waited and followed the animals, perhaps it would lead me to the buyer. I need to bide my time and then perhaps I can-'

"Let me out of here!" one of the cows the cages let out before mooing in distress, causing all eyes, including the Spider's, towards the bovine in distress. The smugglers didn't seem to like the fact that the cow could talk, for a moment later they began to advance upon her with weapons drawn. Spiderman, on the other hand, why trying to comprehend what he had just heard.

'So let me get this straight. Not only are ponies sentient and talking, but so are cows?' Spiderman asked himself before other voices in the cages began to speak up as well. 'As well as pigs, elk and zebras. Well, I knew about that last one, there are a few zebras in the city. But that makes this all the more difficult,' Spiderman realized as the smugglers took aim at those in the cages, who were all making noise now. 'Do I risk the lives of sentient beings to find the one who is behind all of this? Or do I free them and lose my only lead in tracking the real monster down...the second option is foolish and is tactically a dumb idea. So it must be the morally right one.'

Without another thought Spiderman propelled himself off of the ceiling and right onto the back of one of the smugglers with the purple cape. He went down with a loud crack, but Spiderman barely registered the break of the stallions back before he had already hurled himself into the smuggler next to him. As Spiderman drove a hoof into his jaw, he did a quick visual sweep of the room to see which smugglers took priority.

'The ones standing next to the cages, then the ones with crossbows...then the rest.' Spiderman did a flip off of the face of the smuggler he had struck before firing twin strands of webbing into the chests of the two smugglers standing nearest to the cages. He ripped them from their hooves and hurled them over his head, watching just long enough to see them go crunch before he moved onto the next.

His spider sense blared and Spiderman swung himself to the side to avoid numerous bolts that had been shot his way. He retaliated with numerous shots of webbing from his web shooters that either knocked the crossbows out of the ponies grasp or got their weapons stuck. He launched himself over to the now weaponless ponies and dropped them without too much effort.

Yet despite his best efforts to be as silent and efficient as possible, the sounds of bones being shattered and the screams of pain drew in those that had been stationed outside. A scowl spread across Spiderman's face as about ten or more ponies rushed in, each of them armed with some kind of weapon.

'I've wasted enough time,' Spiderman decided before he leapt into the group of new arrivals. With a speed that none of the ponies could hope to match, Spiderman unleashed a flurry of kicks and punches that shattered any part of the body that he happened to struck. With one final kick to the abdomen of one of the smugglers, Spiderman ended the battle a mere few moments after it had begun.

He didn't realize that the animals within the cages had gone quiet because of the performance and instead marched over to the pony with the purple cape, who was just starting to regain consciousness. Spiderman grabbed him by the back of the head and slammed his face into the cement floor, where the pony cried out with pain as he felt his face crack.

"Where were you going to be sending these animals?!" Spiderman bellowed at the stallion, who responded with a series of whimpers. Spiderman roared as he lifted the stallion and hurled him into the bars of one of the cages, where he cried out with pain once more. He hadn't even had the chance to slide to the ground before Spiderman was upon him once more, grabbing him by the throat and hoisting him up.

"Tell me the location of where you were to ship these animals and I promise you that you will live to make it to an emergency room," Spiderman whispered in a cold tone to the stallion as he brought the ponies face close to his, so close that the pony could see his own terrified expression in Spiderman's black eyes. Spiderman then smirked under his mask and held out his other hoof, which had small razors emerge from it. "Or I could end you and ask one of the others that are lying around here."

"It's a small island next to the Statue of Harmony! We're scheduled to drop them off their three days from now!" the thug screamed with fear in every syllable. "That's all I know, I swear! Please don't kill me!"

Spiderman smirked before he slammed his head into the face of the stallion, knocking him out could. He then tossed the pony onto the ground and quickly rounded up all of the other thugs, amassing them into one large pile of trash. A few shots of his web shooters made sure that they weren't going anywhere and he even spent a few extra shots to bind the unicorns horns tighter than the rest. Only after all of that was done did he walk over to the six cages and rip the doors of them with his strength.

One by one the captives within emerged, revealing to Spiderman that a cow, two sheep, a pig and two zebras had been held capture. The now freed animals stared in awe at the pile of unconscious bodies that were lying in a large pile covered in web before looking at their savior.

"You should head to the nearest police station and report what happened," Spiderman said to them as he made sure to stay a good ways away from them. "Tell them what you know and then tell them where to find the trash. After that, do what you will."

"You...saved us," the cow said to Spiderman, who simply nodded in reply. The freed captives then looked back to the criminals and then again to the Spider, but to their amazement he was already gone.

Cherry On Top

With a proud smile, Otto held out his hoof and the third of his spider bots that he had created climbed off of him and onto the rooftop he was standing on. It then began to crawl away from him to the side of the building, where it vanished over the side to begin its mission. With his third both now operational, Otto walked back into the building and took on a far more serious expression.

'Hopefully they will be able to alert me to any new kinds of danger that appear in this city,' Otto mused silently as he pondered his next move. 'But now I must prepare for what awaits me tonight. If the information I forced out of that fool is correct, and I have no reason to doubt that it isn't, the one who is responsible for these abominations will be waiting for their shipment of creatures. The perfect time to prepare an ambush to finally bring them down.'

Otto reached his workshop and threw open the door, having modified them so that they were incredible heavy and only someone with his strength would be able to open the at all. As he slammed the doors shut behind him, he glanced over at the bench to see that the spider suit remained unmoved from where he had left it. He approached the table and picked up a vial of goo, something that made him scowl.

"As I thought, the materials that I tried to substitute for the webbing formula didn't work," Otto stated as he poured the goop into the trash, before gathering together the materials that he had used to create that batch. 'Perhaps I should use a stronger bonding agent. This would be a lot easier if these ponies had the same kind of science that we have on Earth...no Otto, there is no point in whining about what you don't have. If it was easy it wouldn't be a worthy challenge of your genius.'

He reached into the suit to check his remaining web cartridges before a knocking on his door derailed his train of thought. He walked to the doors and slid them open to find a red faced Coco on the other side, who had apparently tried to open the doors with her own strength. "Coco, for what reason could you be bothering me within my lab so early in the morning?"

"One, it's not early in the morning, it's almost twelve," Coco corrected for Otto, who gave her a blank stare in reply. "Second, if you could tear yourself away for your plans to take over the world, I need you to go and pick up an order for me."

"An order? This is rare indeed Coco, that you would trust me with such a mission when you have that other fool who would bend other backwards for you," Otto said in a snide tone, but a hard stare from Coco temporarily suppressed his arrogance. "Oh very well, I was not doing anything of that importance anyway. What do you need me to secure for you?"

"It's not much, just a simple accessory to my dress, but I can't stress how important it is," Coco said as she gave Otto a picture that had been cut out from a magazine. "This is the piece that will bring my dress together and if I don't have it everything I have been working on will have been ruined."

"Surely you are exaggerating."

"I'm not exaggerating in the least. And my name's not Shirley," Coco replied with a giggle at her own joke, while Otto just sighed. He took the picture from her and, after closing and locking the door to his workshop behind him, strolled out into the streets to find it packed as always.

"I do not know what is harder to suffer through. Her jokes or the congestion of this city," Otto growled to himself as he slammed into the crowd of ponies that were blocking his path, knocking some of them off of their hooves. 'That was one advantage of being a villain, I never had to put up with traffic like this. Everyone ran away from me when they saw the man with the four metal tentacles.'

It took Otto a while to track down the post office, as he was still not used to the new city despite the similarities, but eventually he managed to find his way to his destination. A growl of rage escaped his lips when he found that everyone and their sister had decided to come to the post office that day, creating a massive line that went all the way to the doors. For a brief moment he consider just throwing the ponies out of the way and simply taking Coco's order, but with a sigh he resigned himself to standing in line.

'You are not the villain you once were. You may not be a hero, but you can never go back to being a villain. That side of me I will make sure stays gone,' Otto thought to himself before he lost himself in his thoughts, remembering the days of old as he stood silently in line.

He flashed back to all the battles he had with the heroes of Earth, with most of them being with a web clad hero that he had hated so much when he was alive...and how he only now realized how right Spiderman had been all along. His thoughts then shifted from the spider and to another human. One named Anna. A small smile creased his lips at the thought of her and a moment later he was lost in his memories of the days they had spent together.

"Well well, given your demeanor I didn't think it was possible for you to make an expression that happy."

Otto ripped himself free of his thoughts and turned his head to see the smiling face of a mare with a crimson mane, immediately placing Otto on guard against the smiling pony. "Cherry Bomb. This is a surprise for me as well. I only thought that you left your coffin when you needed to find a soul to suck dry."

"Oh, clever my dear Otto. How long did it take you to think that one up?" she asked him with a giggle that made Otto's skin crawl. He glanced to his side to see that the line had slightly moved up and he took two steps to catch up to it, but to his annoyance he found that Cherry Bomb moved in step with him.

"Why are you bothering me, woman? Isn't there a poor soul somewhere that needs tormenting?" Otto seethed at the mare, who smirked in response to his question.

"Why yes there is. And I'm standing right next to him," she replied as her smile grew even larger, infuriating the doctor. "In all honesty Otto, I'm simply here to pick up an order of my own. And with this line I thought that it would be boring, but imagine my surprise when I saw a friendly face amongst this crowd of strangers. So instead of being bored, I thought I could talk with them and catch up a bit."

"A friendly face is going a bit far. I am fairly certain that neither of us like the other," Otto reminded her as the line moved up another step.

"That's because we haven't had the chance to get to know each other," Cherry Bomb replied as she moved closer to Otto. Though he held his ground and refused to be moved by her mere presence, Otto was also surprised that his spider sense was not going off like the last time they had met. "Come now Otto, why would you think of me as such a terrible pony?"

"Because you harass my friend, insult her and her work, and-" Otto began before cutting himself off, not wanting to inform the mare of his suspicions about the robbery. "You managed to defeat my associate whose physical strength is beyond that of a normal pony. You have given me plenty of reasons to think of you as a terrible pony."

"Well...you've got me there," Cherry Bomb admitted before she laughed, a laugh which caused the spider sense to begin to tingle. "But honestly, I've got nothing against Coco. She's simply competition. And of course I don't want my competition to succeed, so I'm going to do what I can to make sure they fail. Even if you like her, surely you can see where I'm coming from."

Otto had to bite back his reply due to the reason that he knew that the mare was correct. He recalled that one of the reasons he had become Spiderman in the first place was to show that he was superior to Peter, who he had considered his greatest rival. 'Despite my loathing for this mare, there is nothing that I can say to her without being a hypocrite.'

"Oh don't give me that look, I'm not going to hurt the poor dear. Even without my interference I'm certain that she will self-destruct on her own," Cherry admitted with another laugh that cranked up the dial on the spider sense. "But even though she is my competition, I find that she is the least interesting pony in her boutique. That other stallion is fun to mess with, there's no doubt. But then there's you."

"Pardon?"

"The mysterious stallion who is far stronger than he lets on, is absolutely brilliant in both his way of thinking and acting. And my favorite part, is hiding something from his past that causes him to act completely different than the way he used to," Cherry whispered to Otto, who managed to keep his face looking blank as the mare smiled up at him. "Who are you really, dear Doctor Octavius? And what do I have to do to find out?"

"Allow me to make this perfectly clear for you, as you seem to be incapable of realizing when you are in over your head. If you try anything that will hurt Coco or destroy her dream, I will personally show you the side of me that you are trying so desperately to see. And I promise you will not like it," Otto replied in a low whisper that was filled with his most dangerous of intent. His sudden shift in tone caused Cherry to raise her eyebrows, but to Otto's annoyance he found that her eyes were filled with curiosity instead of fear.

"Well then, it's a date," Cherry replied with a sly smile before she slipped past Otto to the counter, causing Otto to blink while wondering where the line went. After a moment Cherry slipped past Otto and raced to the door, turning around only to wink at Otto before she took off into the city. Otto watched her go with narrowed eyes before he approached the counter himself.

"I am here to pick up Miss Coco's delivery," Otto said to the pony, who dropped off a package on the counter. Otto tucked it under his arm and walked out of the office, his mind still on what Cherry had said to him. 'Am I that easy to read? Coco was able to figure out a chapter of my past and even Cherry Bomb was able to learn a good deal about me despite us only meeting once.'

'But the biggest question I have here is why did my spider sense not react to her like it did before?' Otto asked himself as he walked back to the boutique. 'Last time it reacted as if she was a mugger with a gun, but now it was only wary of her? Perhaps it was because she didn't dare try anything in front of so many, thus her intent to harm was down? Cursed spider sense, always giving me problem whether I'm fighting against it or using it.'

He put those thoughts in the back of his mind and instead began to formulate plans on what he would be doing later that night. By the time he got back to the boutique he had already formulated a fairly solid battle plan based on what he knew about his foe and their monsters. He broke free of his thoughts in time to see Coco racing over to him, a huge smile on her face when she saw the package.

"Thank the heavens you got it!" Coco exclaimed as she snatched the package out of Otto's grasp despite him clutching it fairly tightly. She tore it open and glanced inside, sighing in relief when she pulled out a thin, blue ribbon that sparkled like the stars. "Finally, the last piece of my dress is here! Thank you so much Otto!"

Coco gave Otto a tackle hug before she raced over to the dress she was keeping under a cover, throwing back the cover just enough for her to slip beneath the cover. Otto shook his head at her as he turned to leave, but a moment later Coco emerged from behind the cover and waved at Otto to gain his attention.

"Soooo...since the dress is essentially completed and since I've got nothing else I've got to do today...do you want to hang out or go somewhere?" Coco asked Otto in an elusive tone, but she did glanced over at Otto despite her staring at the ceiling. Otto raised an eyebrow at her before he glanced at the clock to see that it was already later in the day, causing his eyes to narrow.

"I am sorry Coco, but there is something that I am doing tonight that I cannot miss," Otto replied in a kind tone, doing everything he could to not let his face reveal his intentions. Coco's face fell for a second, but before she could say anything Otto walked over to his workshop and slipped the door open, practically slamming it behind him as he walked to his workbench. He glanced over the schematics that he had "acquired" for where the deal was supposed to take place, going over his battle plan once more.

'I may not be the hero they see me as, but I know how to bring down a villain or two,' Otto thought to himself as he glanced over at the spider suit, face falling slightly. 'Fighting in the dark during the middle of the night. That is fitting for an anti-hero like me.'

Stakeout

Even though he had no lights to guide him, Spiderman was still able to steer through the midnight lit sea thanks to his spider sense. Once he was certain that Coco would be in the boutique for the rest of the night, he had donned his suit and swung out to the docks. After he had "accommodated" a boat for him to use, he had immediately set out for where the deal was supposed to go down.

'But I will have to move quickly,' Spiderman thought to himself as the boat came to a stop next to the island, next to a shadowy part of the island where no one would park a boat. So that's exactly what Spiderman did and a moment later he had leapt out of his boat and scaled the concrete base of the island, flipping up with every sense on alert. He quickly scanned around to see if anyone was there and when there wasn't he leapt up onto a large statue, crouching down low in the darkness so that he couldn't be seen.

'The creator behind these monsters will be on guard regardless of my actions, but the fact that there is no one here to meet him will definitely raise his alertness,' Spiderman planned out as he waited for his foe to arrive. 'And I highly doubt that he would come here alone. One does not create such monsters without having at least some degree of intelligence.'

'But I am ready. He has caught me off guard with his last two monsters, I will admit. Now it is my turn to catch him off guard,' Spiderman thought to himself as the biting cold of the air managed to penetrate his suit. He shivered slightly before banishing the thoughts of weakness.

For an hour he sat alone in completely silence, going over multiple plans and possibilities of how the battle that he was certain would ensure. Then, through the fog that covered the sea, Spiderman spied a pair of lights moving through the fog. He crouched down slightly as the lights approached the docks near the other end of the small island. A moment later the lights vanished, yet were replaced by the sounds of hooves walking towards the center of the island.

'But there are not four sets of hooves. Only two,' Spiderman realized after a few seconds of hearing the hoofsteps get closer. With the little light that he had being cast from the moon above, Spiderman narrowed his eyes as a being stepped into the area beneath the statue.

It stood on two legs that were covered in fur, with a pair of hooves so red that they shined like blood in the moonlight. The upper half of the creature was armored by scales, scales that reminded Spiderman of the snake monster that he had battled with. Yet Spiderman's eyes were drawn to the head of the beast, a head that was covered by a clothe mask that fluttered in the biting breeze.

'A satyr?' Spiderman thought to himself as he tried to classify the creature that was before him. Yet he only had a moment to study the monster before two other creatures flanked the beast. One of them looked like a bear, except that it had a body composed of metal instead of flesh. The other creature had mantis like limbs, but the body was one of a wolf that was made of wood. Both of the creatures made Spiderman's eyes narrowed, but as the satyr beast began to look around the clearing, Spiderman took comfort in knowing that he was well hidden.

'Perhaps I should rethink my strategy,' Spiderman considered as the satyr nodded to his two guards and they began to look around the area. 'The master alone will not be hard to deal with, but his two lackeys might give me trouble. But if I can time this just right-'

"Ow," Spiderman muttered as he felt something bite him on the back of the neck and he swatted at his neck. 'Cursed bugs, managing to bite even in the middle of the night.'

Spiderman turned his attention back to the beast, but to his surprise he found that the beast was standing alone with both of his guards gone. 'What are you doing?' the spider thought to himself before the beast turned his cloaked head towards where the spider was laying in wait, his gaze causing Spiderman to crouch down a little further.

"I know that you are up there, Spider. Come on down so that we may talk," the beast called up to Spiderman with a voice that burned with such intensity that Spiderman forgot all about the cold of the night. Figuring that there was no point in hiding any longer, Spiderman launched himself out of his hiding place and into the sky. Yet he had barely began his descent before he took aim and fired strands of webbing towards the beast, with the intention of finishing this there and then.

Yet to his annoyance, the moment he opened fire the mantis covered in bark appeared in front of its master and sliced through the webbing. Spiderman snarled before a roar set off his sense and he snapped his head to the side to see the bear creature right next to him, but now with a pair of wings larger than the bear attached to its back. Spiderman spun out of the way of a claw strike before he landed on the ground without a sound, while the bear impacted with the sound of metal striking cement.

"Well that was very rude of you," the beast said to Spiderman, whose eyes narrowed beneath his mask as he stared down at the beast and his two monsters. "But fortunately for you, I am far more patient and understanding than the two right here that wish to rip you to shreds. And if you try anything stupid like that again, I will allow them to."

"And then I would do to them what I have done to the other two that you have set to fight me," Spiderman said in a deadly cold tone that was far more bitter than the air around him. "But I will allow a momentary truce so that I can find out who you are before I beat you into a coma."

"How very kind of you. Allow me to return the kindness by filling in that information for you," the beast replied. Even though Spiderman couldn't see his face, he knew that he was smiling behind the mask. "I will not give you my name and I am sure you understand why. Simply call me...I don't know, what kind of name would a hero like you give a villain such as me?"

"Dead man."

With a speed that caught the three monsters off guard, Spiderman shot impact webbing into the face of the lackeys that flanked the beast in the mask. The two creatures roared with pain and anger as they tried to claw the webbing out of their eyes, giving Spiderman a clear shot at the beast in the center. He leapt forward with his strength and reached the beast in a second, slamming his hoof into his clothe mask. The force of the blow sent the beast flying backwards, while Spiderman stood with a smirk under his mask.

"Fool. Talking with the hero and leaving yourself open? Is this your first time being a villain or are you just this stupid?" Spiderman inquired as he shot out four shots of webbing, one of each of the limbs of the beast. Once his foe was securely pinned to the ground, Spiderman spun around and shot webbing at the other two monsters and hindered their movements.

"Actually, you do not need to tell me. It doesn't matter in the least," Spiderman said with a laugh as he walked up to his pinned foe, kicking him in the gut for good measure before he crouched down next to him. "So while your grade school science projects try to wrap their minds around being bound, how about I take you to where you'll be spending the rest of your life?"

"Spider, I assume you are a smart pony. Or at least you talk like one. Did you really think that I came here tonight because of a deal to buy some imprisoned fools? No. I did it to draw you out," the beast said with a small chuckle that made Spiderman growl. "See, you heroes all have the same weakness. Well, multiple weaknesses, but I'll focus on just one. That when you see you chance to take down the villain you'll take it, regardless of what might lie in wait."

"You are simply stalling. It will not save you. I have used my stronger webbing to bind both you and those test tube failures that you brought with you," Spiderman clarified for the beast. "Now then, before I take you in, I want to see why a beast like yourself would hide behind a mask? An effort to hide your identity? Or perhaps you are so ugly that you do not wish any to see your face?"

"Are you new at being a hero? You don't get to learn my origin story until at least the third battle," the beast cackled before he seemed to think about something. "But the Beast...that is not bad. Very well, Spider, call me the beast."

"I will call you whatever I feel like, after I-"

His spider sense blared like an alarm, but Spiderman reacted a second too slow and caught a massive paw to the side of his head that sent him hurtling across the concrete ground. He spun in the air and landed upon his hooves, eyes narrowing when he saw that the both the bear and the mantis had managed to escape his webbing. But then his eyes narrowed further when he spied something invisible clawing away at the webbing holding down the Beast.

"Of course. You had a third one that you were keeping in reserve," Spiderman figured out while he mentally kicked himself for not looking for another minion. He saw the faint outline of something standing next to the Beast as he stood up, telling Spiderman that whatever it was had the ability to either cloak or blend in with its surroundings. "I will concede that point to you, but bring all of the backup that you want. It will not save you from me."

"My my, from the way you are speaking, you sound more like a villain than me," the Beast said with a laugh before his head bent over slightly and his whole body seemed to grow bigger for a moment. "When in actually you are a specimen, a creature with powers for me to observe and possible mimic. Do not think of yourself as anything more than my plaything."

"Now who is sounding like a villain?" Spiderman asked, yet the entire time that the Beast had been speaking to him Spiderman had been planning out his attack plan. Yet after his momentary moment of evil, the Beast then slowly began to back away from the Spider.

"But the only way you will gather data for me is if you are allowed to roam free. So either you will defeat my two monsters here and live on to continue the experiment...or you will die and I will be rid of a pain in my side. Either way, it is a win for me."

"I will not let you get away!" Spiderman roared as he lunged forward, but he had to leap up a moment later to dodge a wing that sliced both through the air and through the material that made up the suit. Spiderman snarled as he leapt back away from the bear with the wings, while also noticing that the mantis wolf was circling around behind him.

'And like that he is gone,' Spiderman noticed as he glanced over at where the Beast had been standing. 'Was I that annoying to catch back when I-?'

His spider sense brought him back to reality and he leapt into the air to avoid a slash from the mantis wolf. Spiderman spun in the air and fired two more shots of impact webbing into the wooden face of the wolf, sending in staggering backwards with roars of pain. Spiderman landed a moment later and fired webbing around the legs of the mantis wolf and swung it around into the bear creature. The metal bear didn't even flinch from the impact of the creature, but Spiderman hadn't been planning on the impact taking down the bear.

"Clearly your master is the only one among you with any intelligence," Spiderman snarled at the beasts as he fired all of the remaining webbing with his cartridges at the two monsters, binding the both of them together with enough webbing so that neither could break free. He then raced up to the trapped beast and kicked the both of them with all of his might, sending the both of them hurling off of the island. He glanced into the waters to see the two monsters struggling to remain above water, smirking at them before he turned back to the island.

'And the others are gone,' Spiderman thought to himself as he looked around, unable to find any trace of the Beast or the other monster that he had with him. Spiderman walked over to the dock where the lights had been coming from, but with a snarl he found nothing there. 'He managed to escape me despite how quickly I took down his monsters. He is very skilled at slipping away it seems.'

With nothing else that he could do, Spiderman returned to the boat that he had borrowed and began to head back to the city of Manehatten. 'But he is far more intelligent than I believed. He laid a trap for me that I walked into and then he seemed to have gotten what he wanted from our confrontation. I do not know what, but I have been where he has stood and done the exact same thing. He will be a tough one to be rid of, but I can defeat him. It is only a matter of time.'

\ //
//; ;\

"Hmm, perhaps I made a bit of an error bringing those two with me to the battle. Next time I should bring weapons with me that are a little older than a week," the Beast thought to himself as he glanced at the two empty spots that had been occupied a few hours prior. "Oh well, they lost to the Spider and let me escape. That makes them a successful experiment."

The Beast then walked over to a small table at the edge of his laboratory, sitting down on a chair and thinking about what he had seen. 'But he is clearly hiding more abilities that I did not know of. The way he reacts to danger is far faster than any being should be able to do. It is like he knows the danger is there before it happens. Just another features that makes me more interested in his abilities.'

Then the satyr held out his hand and a small fly flew over to him. It landed in his palm and the Beast looked over to it, spying a small pool of red liquid within the clear stomach of the insect. A smile spread beneath the clothe that covered his face as he placed the fly on the table.

"And I cannot wait to see what I can do with them."

Nerves

"Okay, today's the day," Coco said as she breathed in and out quickly, trying to pump herself up as she, Otto and Stonewall all stood on the sidewalk as they waited for their cab. For a brief moment Coco seemed to be unbreakable, but then a moment later she curled up into a ball and began to hyperventilate. "Today's the day that the world sees me for the fraud that I am and I get nationally embarrassed in front of everypony!"

"Glad to see that you have so much confidence in yourself," Otto said with a shake of his head as the mare began to rock back and forth. He shifted the large trunk that he was balancing on his back, carrying it himself despite Stonewall's offers to take it. "Alright, now this is get pathetic. On your feet, woman."

Otto grabbed Coco by the back of the neck and hoisted her up like a cat, yet she dangled there as if she had no bones. Otto snarled in an annoyed tone as he tried to shake some sense into the mare, yet she dangled in place lifeless. Otto was prepared to simply toss the mare onto the cab whenever they decided to show up, but before he had the chance Stonewall butted in.

"Come on Coco, you know that you're just as good as all of those ponies if not better," Stonewall said in a fatherly tone as he snatched the mare from Otto, who watched with an annoyed expression. "Your dresses are second to none and more ponies come here to shop from you than anypony else in this city."

"Aside from Cherry Bomb," Coco whimpered weakly, getting a snarl out of Otto.

"Perhaps, but now is your chance to show her up," Stonewall tried to remind her, but before he could continue talking a cab in a bright yellow screeched up beside them and ran right through a puddle that created a massive splash. With his enhanced speed Otto could have dove in front of the water to shield Coco, but instead he chose the smarter method and pushed Stonewall in front of the water. A moment later Stonewall was drenched in water and Otto was placing the trunk on the back of the cab.

"Come now, if we're late they will never let you live it down!" Otto called out to Stonewall as he held out a hoof to help Coco into the cab, helping her to her seat before turning around and giving Stonewall a smirk. "You finally decide to take a bath and you do it with street water. I am amazed you managed to make it into adulthood."

"I swear Octavius, if it wasn't Coco's big day..."

Seconds later the cab was racing through the streets, whipping back and forth as it weaved in and out of both ponies and traffic. The ponies inside were bounced around in their seats, aside from Otto who managed to keep a stern grip upon his seat. After nearly getting clocked in the face by Stonewall's hoof, he pinned both Coco and Stonewall to their seats with his strength.

"Urgh...thanks," Coco said with a weak smile to Otto after she took a moment to force down her breakfast. "Do you think that the trunk will stay on? I mean, we're going pretty fast..."

"Do not worry, I attached the trunk to the back of the cab personally. It would take one of those monsters that have been plaguing this city to pry it free," Otto said with nothing but utter confidence in his work.

"You may have gotten it on, but I hope you can pry it off. The last thing you secured took you two hours to open up again," Stonewall reminded Otto with a smirk, one that smacked the look of confidence off of Otto's face. For a brief moment the two scowled at each other before Coco glanced down and saw the small bag Otto was carrying.

"That? It is something that I would call...insurance," Otto said in an evasive manner, causing both of his associates to raise their eyebrows in interest. "And no, I will not tell you what is in here. All you need to do is pray that I have no need to break it out."

"So what would compel you to bring it?" Stonewall asked with genuine curiosity, yet neither him nor Coco were expecting Otto's face to darken.

"I met with Cherry Bomb the other day, when I was at the post office," Otto admitted to the two, causing their eyes to widen. "She didn't try to harm me or worm information out of me, but...she was testing me, poking me and seeing how I would respond. She is up to something, but I am not certain what. For the time being, I would advise just staying clear of her and leaving her to me."

"What are you going to do if she tries something? Take her to your evil lair and turn her into goo or something?" Stonewall asked with a smirk.

"Of course not, I do not have an evil lair anymore," Otto corrected, his words getting a laugh out of both Coco and Stonewall. But when Otto failed to smile and his eyes seemed to darken, the mirth was sucked out of the cab and the three rode in silence the rest of the way.

"We're here," Otto said to finally break the silence when the cab pulled up to a massive, domed building that was packed head to hoof with thousands of ponies. Both Coco and Stonewall let out a gasp as they saw the number of ponies just hanging around outside of the building, but Otto wasn't fazed in the slightest by the number. The moment the cab pulled to a stop, he kicked open the door and hopped out. "Alright, now we just need to find our spot in the back and...Coco, get out of the cab, dammit! All of these ponies are here to see you!"

"NO! This is too much for me!" Coco screamed back in from the cab, causing Otto to snarl while Stonewall walked to the back of the cab and grabbed the trunk that Coco had brought.

"Coco! I swear to the heavens that if you don't get out of there I will drag you out myself and that is what all of these photographers will take a photo of!" Otto roared into the cab and after a moment of silence Coco weakly staggered out, her face as white as a ghost while her eyes stared blankly ahead. Otto shook his head and walked beside her, leaning against her to support her so that she wouldn't fall over. The cab driver held out a hoof for a tip, only for his hoof to retreat when Otto gave him a menacing glare.

"There are so many cameras...all taking pictures of me," Coco whispered weakly as she walked alongside Otto, who was giving death glares to each and every pony that go too close.

"Stay strong, girl. They are not here to see you, they are here to see what you have created," Otto said to her in a near whisper while keeping an eye on the ponies around them. "One of the greatest compliments to a creator is that the world will take their invention and accept it. I may have been a super-villain, but a lot of the things I created were reverse engineered for the greater good. And to be honest, I am glad to see that the world did more good with my inventions than I ever did."

"R-really?" Coco asked as the two walked into the front doors of the domed building.

"Yes. And it is the same way with your dresses," Otto continued as he kept an eye out for any that might be out to sabotage Coco. "As much as I despise them, there are hundreds of ponies here to see what you have created. To see what you have done and perhaps learn from it. So if you cannot bring yourself to do this for your sake, then do it for those that you might inspire."

"...you're right, Otto. I need to be strong for those that might look up to me," Coco said with the strength that Otto had begun to see in her. She pushed herself off of Otto and began to walk on her own, yet the moment of confidence was ruined a moment later when the pair came across Cherry Bomb. The mare turned her head towards the pair and smiled when she spied them, bounding over with a look that Otto couldn't read.

"Coco. Otto!" Cherry exclaimed with a smile as she opened her arms for a hug, but a look from Otto shut the hug down. "I wondered if you would show up Otto, but I am glad to see that you didn't chicken out Coco. Oh, and I see you brought that workhorse with you. You can go to the back." Stonewall gave Cherry Bomb a cold look as he walked by her, but as far as she was concerned he didn't exist anymore.

"Whatever you what to say, make it quick woman. We have somewhere to be," Otto snarled in a dark voice, but once again his threat was met with a wide smile.

"Come now Otto, I mean no harm here. I am simply here to prove that my designs are the best in the world," Cherry Bomb said with a laugh, yet Otto could feel Coco beginning to vibrate with anger and the mention of designs. "And with Rarity off in another city trying to deal with the monster threat, this competition could go to either of us. Or anypony else here."

"This competition will go to only one of us. And that will be me," Coco said with a fire and confidence that surprised both Otto and Cherry. Yet after a moment of surprise Cherry nodded with approval and a smile crossed her face.

"That's the spirit that I want to see in you. Now this will be a real competition," Cherry said with a laugh as she turned to leave. "I look forward to seeing what you came up with, Coco. And as for you Otto, I hope that I get to see more of you later."

"What a detestable woman," Otto snarled under his breath as Cherry walked away, glaring at her until she was gone before he glanced down at Coco. Coco still wore the look of rage upon her face despite the mare being gone and it was only after Otto nudged her that she broke her glare. "That was quite the look of rage you gave her. I am surprised that you could make such an angry face."

"Well, I am more than just a pretty face," Coco said with a laugh that was devoid of any nerves. Despite himself Otto couldn't help but smile at the sudden change in confidence for the mare. "Now come on, we need to go meet up with Stonewall and get this dress to Sapphire Shores."

Otto followed Coco to the back of the building, where he was moderately amused by the dozens of ponies all wearing different dresses and outfits. Some of the dresses were tacky and made Otto smirk, while others genuinely impressed him and made him wonder if they had worked magic into their designs. He then glanced forward to see Stonewall talking with another pony, one who he knew the name of despite never having seen her before.

'Sapphire Shores,' Otto thought to himself as he gazed upon the pony with a deep blue mane and outfit that looked like something from a circus. She gave off the aura of a person that was used to being followed by hundreds of others while also keeping a professional look that Otto remembered using a few times. She spied Coco and waved the mare over to her, before raising an eyebrow as she spied Otto standing behind him.

"Hello again Coco, I am so glad to see that you made it here!" Sapphire said in a voice that Otto immediately recognized as one that a celebrity used. Coco stammered out something in a very flustered reply, but Otto quickly grew bored of their conversations and wandered over to Stonewall.

"You still have the dress in there, do you not?" Otto whispered to the stallion once he knew he was out of earshot of the mares. Stonewall nodded silently in reply, but the eyebrow he raised asked his question for him. "I just do not wish for this dress to go missing like the other one. This is Coco's only chance to win this competition and if she does, then I believe Coco will finally have something to be confident about."

"Go missing? I thought we all agreed that Cherry stole it," Stonewall whispered back, but after a second Otto shook his head.

"That is what I thought at first, but some of the facts aren't adding up. If Cherry unveils the dress here, then we could nail her as the thief and report her. But if she simply wanted to destroy it, it would be a futile effort as Coco could always make another," Otto reasoned and from his nod Stonewall showed he was following along. "No, Cherry is one that we do need to keep an eye on, but I believe that there are other things going on here."

"I don't like the sound of that. Should we warn somepony?"

"No, not at the moment. Perhaps I am just reading too much into things. But I did want to share my thoughts with you, so that someone else was on the lookout."

"Really? And here I thought you hated me."

"Oh, I do. But Coco's victory and the safety of those here comes first," Otto clarified with a stern expression. "So if you see anything out of the ordinary at all, I wish for to either alert me or somepony with a considerable source of power."

"Think it'll be that bad."

"We're in a world of superheroes and supervillains. It's always that bad."

Otto walked away from the stallion when Coco waved him over, the two of them walking towards the dressing room with the trunk in tow. Coco began to tell Otto about what she and Sapphire had talked about and how excited she was to see the look on Cherry's face when Coco unveiled her new dress, but while Otto smiled and nodded, his mind was locked on his worries.

'My spider sense hasn't acted up yet, so that is something,' he thought to himself once the two of them reached their destination. 'But I need to be on guard. Something about this feels both off...and very familiar to me.'

Tough Crowd

The crowd buzzed with an excited hum as the lights in the building dimmed, leaving only the spotlights that shone onto the large catwalk before them to illuminate the area. Off to the side at a table sat a panel of judges that each held their noses high, awaiting the dresses that they hoped would impress them. And in the back dozens of hopeful dress makers each awaited their turn to show off their dresses, while applying the finishing touches to their designs.

"Oh this is just fabulous, Coco," Sapphire Shores said with an amazed look as she gazed down at the pinkish sapphire outfit that Coco had fitted onto her. "Though I am not one hundred percent on the color. In the past a majority of my tailors have made a dress that matches my blue. Pink is a rare choice."

"Well, not all sapphires are blue, actually," Coco informed Sapphire while measuring the bottom of the dress to make sure that it would fit perfectly. "And I've seen all of those dresses, so I'm betting that the judges have as well. So I'm better off trying something new than reusing a technique that many others have done."

"Well aren't you the interesting one," Sapphire said in a tone of approval as she glanced over at Otto, who was leaning against all wall with a look upon his face that was impossible to read. "I knew there was a reason I picked her. She is far more clever than I am certain anybody would give her credit for."

"Trust me Shores, you have no idea," Otto agreed before lowing his chin onto his chest. Sapphire raised an eyebrow at his response right before Coco finished up her finishing touches on the dress. Coco then raced off while saying something about having to check on someone, leaving Sapphire to walk over to Otto and shake the dress a few times. "If you are trying to seduce me, it will not work. Coco's dresses are hardly what I would call attractive."

"Actually, just trying to get your attention. I've been to a few of these before and I can say for certain you're a new face," Sapphire said with a bat of her eyelashes, yet Otto's face didn't change from a hard stare. "Coco's been here before with that massive pegasi, but not with you. And from the way I've seen you looking around, I can tell that fashion isn't really your thing. So why are you here?"

"Because I owe Coco my life and seek to pay off that debt," Otto replied bluntly, trying to make it as painfully clear to the mare that he did not wish to talk with her. Whether or not she understood his hidden meaning he could not say, but a moment later a smile broke out across her face and she continued speaking.

"Is that how it is? I thought for a moment you were her stallion friend or something, but you owe a debt to her...that seems about right for her business." The words of the mare intrigued Otto and he motioned for her to continue speaking, getting a coy smile out of Sapphire. "Oh? A moment ago you wished for me to be quiet, yet here you are wanting me to continue speaking. You are a fickly stallion, aren't you."

"Out with it already."

"And you lack manners. Well, if you must know, Coco has a reputation in the fashion industry of taking in the poor and down trod to help her with her business instead of hiring ponies that actually know how to do the work," Sapphire revealed to Otto, who wasn't that shocked by the revelation. "That's how she ended up in trouble with the spies for other fashionistas taking her ideas. I thought that she had become a little more cautious, but it seems that she can't help herself."

"Coco is a kindhearted pony who care for others. I have come across many more successful who should be in prison," Otto said in a cold tone that caused the star to slightly back away from him. "There is no shame in being kind. A lesson that took me a long time to learn."

Their conversation was cut off when Coco returned with Stonewall trailing behind her. Both Sapphire and Otto could see the annoyance upon Coco's face, but when she reached the two she smiled up at them while trying to hide her emotions.

"So I've talked with a few of the ponies and it seems that, since Sapphire is wearing my dress, we'll be on last," she informed the two before the look of annoyance took over her face. "But I still can't find out what kind of dress Cherry made, if she made one at all. She's doing everything she can to keep it hidden and it's seriously ticking me off."

"Why is that? Believe it will be better than yours? That's not how a winner should think," Sapphire interjected, turning Coco towards her. "Even if her outfit is better than yours, you should never admit it. Always believe that your idea will be the best while also keeping an eye out so you can learn from your competitors. That's how it is in the business."

Coco seemed to take what Sapphire had said to heart, but their conversation was ended when a voice came on over the speakers telling the ponies backstage that the competition was about to start. Stonewall wished Coco luck, while Otto simply nodded, before the two of them walked out into the crowd to enjoy the show.

"Think she'll win?" Stonewall asked once the two of them found their seats amongst the crowd of ponies.

"Doubtful. She will do well, but with Cherry here her chances of winning have gone down," Otto said with a more calculated voice, gaining him a look from Stonewall. "I speak the truth. As good as we believe Coco to be, it is clear that Cherry is far more driven than Coco is. If there is anyone that will be her roadblock, it is Cherry."

The two of them ceased their talking as the lights dimmed down even further and a pony came out to edge of the catwalk, beginning to tell the crowd what they were to expect. Yet while most of the ponies were invested in what was about to happen, Otto already found his mind drifting off into his own thoughts.

'Why can I not shake this feeling of unease?' he asked himself as the show began and a tall mare walked out onstage in a dress that made Otto's eyes hurt. 'There is nothing triggering my spider sense, but there is still that feeling. Like there is something that I missed, a crucial detail, that has eluded me. But what could it be?'

Otto was broken out of his thoughts for a moment when he looked up at the catwalk to see a pony wearing a dress that was entirely made out of lettuce. For a brief moment Otto wondered what the hell the creator was thinking, before the crowd cheered around him and he simply decided that everyone there was stupid.

'Perhaps I should do a sweep of the building, just to be safe,' Otto mused to himself as he retreated back into his mind. 'Just to be certain. In this large of an environment I cannot be allowed to be caught-'

"And now, for our next outfit, coming from the notorious Cherry Bomb..."

Otto snapped his eyes up towards the catwalk, ready to see once and for all whether or not Cherry had been the one to steal the dress. He glanced over at Stonewall, who had the same look of anticipation on his face, before the curtain was pulled back and the mare walked out onto the catwalk. Otto and Stonewall held their breath as she walked into the spotlights...only for confusion to cross their faces when they found she wasn't wearing anything remotely close to the dress Coco had lost.

"That doesn't make sense," Stonewall whispered to Otto, who was racing through his mind trying to figure out where he had gone awry. "The only pony with the stones to steal an idea from Coco would be Cherry Bomb, but that dress looks nothing like the one Coco had. She couldn't have simply destroyed the dress out of spite, could she?"

Otto found that he had no reply to the words of the stallion, so he simply stared ahead as the mare walked back across the catwalk and moved into the back. A moment later the crowd seemed to go into a sacred hush as all eyes turned towards the curtain, everypony in the room knowing what was about to happen.

Then the curtain was hurled back and Sapphire Shores strutted out, causing every single one of the spotlights to shine upon her and the dress. The crowd all gasped in awe at how the mare and the dress seemed to mix perfectly, though to little flourishes and movements Sapphire did helped show off the dresses design. As Sapphire reached the very front of the catwalk, the crowd began to applaud her with the force of an avalanche. Otto rolled his eyes at the ponies that were applauding for a piece of clothe, but he couldn't help but smirk at the idea of how crushed Cherry would be.

'But again, who is the one that destroyed the boutique? If not Cherry, then-'

The spider sense roared in the back of Otto's mind, causing him to curse as he held a hoof to his head. But a brief second later he was racing towards the back, pulling the spider suit out of the bag he was carrying while he prepared himself for a fight. While his spider sense had indeed been triggered, it was not because there was a danger to him that had triggered it.

'That was from my spiderbot! Meaning that Coco is in danger!' Otto realized as he slipped his suit over him, pulling down the mask as he raced through the hallway. He reached the doors to the backstage and kicked them off of their hinges, sending them flying to the other end of the room before he leapt in after them.

His eyes narrowed as he spied what had triggered his bot, a massive creature that looked like a mix between an alligator and a turtle. It had a massive pair of jaws that looked like they could crush cars as well as an armored body that Spiderman hoped he could punch through, along with an assortment of sharp parts that Spiderman knew were going to hurt.

The beast had cornered not just Coco, but a majority of the fashionistas as well. Two of them laid on the ground already, weakly crying out in pain, but alive. The beast slowly turned its head to face the Spiderman, who wasted no time in going on the attack. Faster than any of the ponies could have reacted, Spiderman threw himself forward and slammed his hoof into the bridge of the monsters nose. He kicked off of its face and flipped in the air, firing multiple shots of webbing at the beast as he did so. But the moment the webbing came out, the beast pulled its arms and legs into its shell, which close up after it.

"I don't know how long it's going to be in there, so no is your chance to run!" Spiderman roared at the fashionistas before he began to herd them out of the room. He grabbed the first of them and hurled her towards the door before grabbing the next one, pushing her towards the door as well. Three more made it to the exit before Spiderman got to Cherry Bomb, causing him to halt for just a moment as he glared at her with uncertainty. That was the moment when the beast struck.

The alligator head erupted from the shell and took aim at Cherry, who had just enough time to realize she was dead before the jaws bit down. She let out a cry and threw her arms over her head, but before the jaws could kill her, Spiderman grabbed hold of the jaws and pushed them back before they could claim the mares life.

"What are you waiting for you fool?! Run!" Spiderman roared at her before he slammed one of his hooves into the roof of the alligators mouth, causing the beast to roar as it began to shake back and forth. Spiderman slipped out of the creatures mouth and slipped around behind it, grabbing hold of the beast tail and swinging it for all he was worth. With all of his spider strength he managed to lift the monster and hurled it at the wall, shattering the wood and causing he beast to fall out into the main area.

"Damn me to hell," Spiderman snarled when he realized what he had done, which was quickly made abundantly clear to him when the crowd of ponies began to scream as the alligator monster rose back to its feet. He let webbing fly from his wrist and once it had grabbed hold of the shell he pulled himself towards the beast, winding up a punch as he did so.

But faster than he thought possible, the monster spun around and swatted him out of the air, sending the Spiderman crashing into the seats. He growled at himself for allowing himself to get caught before his spider sense blared, causing him to flip back as a clawed fist crashed through the floor. Spiderman did a spin kick into the maw of the beast, sending it staggering before he lunged forward.

"Enough of you monsters! I am tired of fighting you! Bring me your master!" Spiderman roared in fury as he slammed his fist into the face of the alligator, drawing blood as he struck it again and again. "Tell me where he is! Or you will face my-!"

The spider sense blared once more and Spiderman swung around to take a reptile like tail to the face. He crashed into the wall and fell to the ground with a grunt of pain, pushing himself back up a moment later with pain flooding through his body. He looked up to see that the chameleon monster from the island was tearing the webbing off of the alligator turtle. The two then turned to face Spiderman, who rose back up to his hooves with an expression of rage beneath his mask.

"Bring as many as you want. I will still crush you all," Spiderman informed the two. The beast shared a look before the chameleon raced off towards the mares in the back while the alligator raced at Spiderman with maw wide. Spiderman roared as he shot webbing at the ceiling and vaulted himself over the chameleon. He took aim at the back of its skull and prepared to strike, but without warning the beast spun around and whipped Spiderman across the face with its tongue, sending him crashing into the ground.

'It didn't trigger my spider sense?' Spiderman asked himself in confusion before he felt a limb slam into his gut, knocking the air out of him as he was hurled into the side of the catwalk. The chameleon and alligator marched up to him, snarling at him as he began to push himself back up. The chameleon shot out its tongue and entangled Spiderman with it, leaving him to struggle as the alligator opened its maw and moved its teeth around Spiderman's head.

'Not here! I will not die like this!' Spiderman roared as he began to push with all of his might, straining against the tongue with all of his might. He felt the grip loosen and he prepared to make his move, but before he could something slammed into the back of the alligator and sent it crashing into the chameleon, freeing Spiderman from its tongue. Spiderman stared at the staggered beast before he looked to his savior, his eyes going wide when he saw who it was.

"You have got to be kidding me," Spiderman said in sheer disbelief when he found his savior to be Stonewall.

Clues

"Are you alright?" Stonewall asked Spiderman, who was still trying to process the fact that he had just been saved by a pony that he loathed. The alligator and the chameleon roared and turned both of the stallions attentions to the monsters, who were charging towards them. Stonewall roared with fury before he slammed into the chest of the chameleon, struggling against the superior foe with all of his might.

"What are you doing, you idiot?!" Spiderman roared as he fired a strand of webbing into the back of the stallion, yanking him back right as the teeth of the alligator snapped at the air where he had been. "You are severely outclassed by both of these monsters, yet you try to play the hero?! Why don't you do what the rest of the ponies here did and run for your foolish life?!"

"Because then you would have to face these beasts by yourself," Stonewall replied in a tone that took Spiderman by surprise, but before Spiderman could try once more to change the pony's mind the beasts resumed their attacks. Spiderman hurled Stonewall out of the way before catching the alligator with all of his might. Spiderman began to push the reptile back, but his spider sense then blared like an alarm and a moment later the chameleon drove its tail into his stomach. Spiderman was sent flying across the room, but he managed to tumble in the air and land on his hooves.

'These two are far tougher than the others that I have fought,' Spiderman deduced as he leapt onto the ceiling to avoid being double teamed once more. The beasts roared with fury as they looked up at the spider, who narrowed his eyes into slits in response. 'And their teamwork is impressive. If I hope to stand a chance against these creatures, I am going to need to separate them.'

From the ceiling Spiderman fired two strands of webbing that entangled the chameleon, causing it to roar before he hoisted it into the air. Once it was airborne Spiderman leapt down and drove both of his hooves into the chest of the monster, sending it crashing back down into the floor below. His spider sense warned him of a sneak attack and his reflexes allowed him to leap into the air to avoid a slash by the alligator. Spiderman kicked the beast in the face and sent it staggering back, but the chameleon recovered faster than he thought it would be able to and kicked him in the side of the head.

Seeing an opening, the alligator raced forward and snapped its jaws at Spiderman, who recovered just in time to reach out and catch the top and bottom of the jaws with his hooves. Yet even with his insane strength, Spiderman felt himself struggling against the force that the jaws were producing. Spiderman strained with all of his might and began to push the jaws open, but then pain lashed across his back and he roared in agony. As he struggled to avoid falling to his knees, Spiderman glanced over his shoulder to see that the chameleons tongue now had barbs along it, turning it into a lethal whip.

'I could dodge that whip with little issue if I was not in my current predicament,' Spiderman thought with a snarl as he felt the jaws begin to close around him once more. 'But if I release my grip for even a moment, these jaws will tear me in half. Think Otto, there must be a way out of this!'

The chameleon let out a roar before it let its tongue fly at Spiderman once more, who gritted his teeth as he braced himself for impact. But to his surprise he heard the sound of the tongue striking metal and not his flesh. Spiderman glanced over his shoulder once more to see that the tongue had wrapped itself around one of the chairs, which was being wielded by a stallion that Spiderman was beginning to think was far more stubborn than him.

"Did you not hear me, you deaf fool?! I said to run for your damn life!" Spiderman yelled at Stonewall, who strained against the chameleon with all of his might.

"And like I told you, I'm not leaving you alone to deal with these monsters all by yourself!" Stonewall roared back before he thrust the chair into the face of the chameleon, knocking it off balance as the barbs dug into its eyes. AS the beast howled in pain, Spiderman used what strength he had left to pry open the jaws of the gator. He fired two blasts of webbing down the throat of the gator, causing its eyes to bulge as it gagged for air. But the webbing allowed none through and a moment later the gator was writhing on the floor as it slowly suffocated.

With one of the monsters out of the way, Spiderman was able to turn and kicked the chameleon in the side of the head, sending it sprawling amongst the chairs that had been hastily evacuated. He grabbed two chairs with his webbing and slammed them into the chameleon's head, making sure that the beast stayed down.

"There will be no escape for you this time," Spiderman promised the creature as he leapt onto its back, using his superior strength to keep the creature pinned down. He then began to unleash blow after blow into the back of the monsters skull, until all the beast could do was lie face down on the ground and drool. With one last hammer like punch to make sure that the monster stayed down, Spiderman slowly began to regulate his breathing before he looked around at the area.

All of the chairs had been overturned, clothing lay in multiple different places as it had been shed for a quicker escape and some of Spiderman's blood decorated the walls. But he had won and that was what matter. With both of the monsters down for the count, Spiderman slowly turned to face Stonewall, who was giving Spiderman the same kind of look that Spiderman gave him from beneath the mask.

"You are not getting a thank you, if that is what you are waiting for," Spiderman informed the pegasi, who smirked at Spiderman's words.

"Wasn't really expecting one from you. At least I'll always have the knowledge that I saved your life."

"You did not save my life. In fact, your interference cost me quite a bit of blood and nearly allowed these beasts free reign of the entire city," Spiderman corrected the stallion in a heated tone, but to his increasing frustration Stonewall showed no visible signs that he was the least bit sorry for his actions. "Do you believe that your actions here make you a hero? A soldier? They do not. All they do is show that you are someone that doesn't know when to mind their own business."

Spiderman expected some kind of rage or indifference in reply to his words, but once again Stonewall surprised him by simply smiling and shaking his head. "The ponies here are safe and the threat has been dealt with. I don't need to be called a hero or soldier to know that's all that matters," Stonewall replied before turning and heading towards the exit. "You're welcome, by the way. Try not to lose anymore blood on the way home."

'Infernal tool,' Spiderman thought to himself before he leapt to the ceiling, crawling along it to find a way out of the building. 'Coco will most likely be worried about my disappearance and that poor dear has gone through quite enough for one day. I will find my way back to her and show her that I am fine.'

\( )//
//; ;\

"He's not anywhere! I can't find him!" Coco exclaimed in absolute worry as she danced back and forth through the ponies, looking around in desperation for Otto. Stonewall followed after her, keeping an eye out as police ponies swarmed the building.

"Calm down Coco, I'm sure he's fine. The heavens would not let him die so easily, lest they make me happy," Stonewall in an attempt to comfort her, but all his words did was cause Coco to go into an even greater frenzy. The mare ran around in a near panic until she finally spied the stallion she was looking for walking out of the building. With a cry of relief she raced over to him, planning on giving him a hug of relief when she got to him. But when she reached her friend she gasped in horror when she saw the bloody bandages that had been applied around his midsection.

"Otto, what happened to you?" Coco asked him with terror in her eyes, but when Otto glanced at Stonewall he found that the stallions face was practically unreadable.

"Am I fine, Coco. I just had the misfortune of running into one of those beast in my efforts to escape them," Otto promised the mare, but to his surprise he found that when he looked into her eyes she didn't seem as worried as he believed she would be. She still gave him a smile of relief a moment later before gingerly pulling him into a small hug.

"At least you're alive. That's all that matters."

With the show being canceled on the accounts of what had happened, the three of them began their walk back to the boutique while discussing what they had learned. While they talked Otto noticed that the spider bot that he had made to follow around Coco was nowhere to be found, causing him to grimace while wondering if it had been broken in the battle.

"Otto, are you listening?" Coco asked him for the third time, finally breaking through the fortress that was Otto's mind and turning the stallions attention to her. "We were talking about what happened back there."

"We know what happened. A pair of monsters decided that the fashion there was a crime against nature and took matters into their own claws," Otto replied in a dismissive tone, but a cold glare from Coco got him to sigh in defeat.

"I meant about what we learned about Cherry Bomb," Coco repeated for Otto, who actually turned an ear towards the conversation to listen in. "She didn't use my design at the competition. Actually, her dress wasn't even remotely close to the one that I had made. But if she had stolen my ideas, why didn't she use them?"

"Maybe she realized that by using anything close to your design she would expose herself as the saboteur?" Stonewall suggested, but both Otto and Coco shook their heads at his answer.

"No, I do not believe that is the case," Otto interjected. "I am almost certain that Cherry had nothing to do with the destruction of your boutique and that we may have been hasty to place the blame on her...perhaps if we spoke to her about what has transpired, she may be able to help us find out who really did it."

"Maybe...or maybe there's more to the damages that we originally thought," Coco put forward, turning both Otto and Stonewall to her. "There have been four attacks in the city so far. First the giant monster, then the chimera. Next was that snake I read about and finally tonight. And we've been at three of them."

"Are you suggesting that the attacks are somehow linked to us?" Stonewall asked with utter confusion in his voice, yet his eyes did not match his tone. "What could we have done to warrant such an act even if your theory is true? Besides, the crazy behind these attacks has already unleashed his monsters upon each of the cities and towns in Equestria. He hasn't been targeting us from the beginning."

"Maybe not at first, but it seems he is now..." Coco said in such a quiet voice that even Otto could barely hear her. She then shook her head and gave the both of them a kind smile. "Well, it's all just speculation. Perhaps I'm simply paranoid after being too close to these attacks. Come on, we should probably get some sleep," she suggested as she opened the door to the boutique.

"That reminds me Coco, what happened to Sapphire Shores?" Stonewall asked as they entered.

"She was being hounded by the media last I saw of her. I was too busy looking out for Otto to see how she was doing," Coco replied. Stonewall nodded and walked off into the other room. Otto tried to walk by Coco to enter, but before he could she placed a hoof on his shoulder to stop him. He glanced over at her to see that she was looking into his eyes as if to find her answers.

"Otto...you don't have a history with the monster behind all of these attacks, do you?" Coco asked in a whisper. "I mean, I know it might seem that I'm being foolish, but with you being a supervillain in your past and him being..."

"I understand your concern and see why you would make a connection. But I can promise you that I have never before met or collaborated with this fiend. The first I ever heard of him was when you told me about him," Otto promised Coco, who looked deep into his eyes for a moment before she smiled in relief.

"Well, I trust you. And you do seem really upset by what he's done," Coco added before walking inside, yawning loudly. "Whelp, I'm going to bed. Today has been a crazy day and I want to sleep it off like a bad dream. Otto, if your wound gets any worse, tell me and I'll take you to the hospital."

"That I will do," Otto said. He watched Coco as she climbed up the stairs before he turned on his hooves and walked into the boutique, eyes narrow as he began to look around the room. He searched under the tables, next to the chairs and around the areas where the dress had been torn apart. For an hour he searched in vain, but his patience was rewarded when he looked near where his workshop was to find three very small claw marks upon the ground.

'This is a strange turn of events,' Otto thought to himself as he began to look around the room, suddenly missing the extra sets of eyes that he had built. 'If this means what I think it does, then the Beasts, as he called himself, was the one that tore apart Coco's dress and ripped this place apart. But what would he have to gain from such wanton destruction...perhaps destruction wasn't his goal. Perhaps he was searching for something.'

Otto's eyes narrowed slightly before he shook his head and turned towards his room, far too tired to think any more. 'But what could he be searching for in a place like this. It is inconceivable that he managed to pierce my disguise and found where I live. This act was before he had the chance to meet me. So what was he looking for?'

He then glanced at the side of his bed to see that there was a envelope on the nightstand. He picked it up and opened it, finding that there was a letter inside.

'Dear Otto,

Thanks for bailing me out at that fashion show. Couldn't believe who it was saving me until I heard him rip Stonewall a new one. But there's no mistaking those insults. Only you can bash somepony so savagely. Guess you really do care about me deep down. How about you and I go out somewhere nice, so we can talk about what you do in your spare time?'

'Cherry Bomb.'

'Well shit,' Otto thought.

Burns

Spiderman hurled himself off of the rooftop onto the roof of a smaller building below him, hitting the concrete with a roll before he sprung back up to his hooves and continued running. He glanced over the side of the building to make sure that he still had an eye on the three ponies all in black, who had stolen some valuable gems ten minute prior. The three were running through the streets while firing bursts of magic back at the police ponies that were chasing them, but none of them had looked up yet to see that there was someone far worse than the police chasing them.

'Of course this would happen during my morning,' Spiderman thought to himself before he narrowed his eyes as he spied a chokepoint that the three were running towards. Without a moments hesitation he hurled himself off of the roof of the building and let his webbing fly, catching the side of a skyscraper and swinging himself right towards the three criminals. He stuck out his hind hooves and drove them right into the face of the leader of the group, sending him flying across the road before he crashed into a parked cab.

The other two didn't even have time to cry out in fear before Spiderman was on them, driving one hoof into the bridge of a criminals nose before spinning in the air and kicking the other in the side of the head. Both fell without another sound, leaving Spiderman to look at the three of them with a smirk under his mask.

'Three minutes and twenty two seconds. Feh, if I wasn't so tired...' Spiderman realized that he was being looked at when he turned around and found all sets of eyes on him, including those of the officers that had been chasing the criminals. "What? I stopped them with non lethal force. Why are you looking at me like that?"

"It's just...we're really getting to meet you," one of the officers replied, getting Spiderman to raise an eyebrow underneath of his mask. "You're the hero that's been fighting off those monsters that have been attacking the city. A lot of us...really look up to you. So to be able to met you..."

"A hero? Is that how all of you see me?" Spiderman asked before glancing around at the civilians as well as the other officers, who all nodded. "Heh, that just goes to show how little you know about me."

"What are you talking about, dude? You go out of your way to stop guys like us as well as fight monsters," one of the criminals that had managed to hold onto his consciousness said from below Spiderman. "That seems like a hero to me."

Spiderman smacked him across the face with a hoof and sent him off to dreamland, but with a sigh he knew that words alone would not be able to change the minds of the ponies. So instead he shot webbing at the nearest building and yanked himself back into the sky, where he swung from building to building while on the way to his destination.

'Fools. If only they knew the truth,' Spiderman thought silently before his spider sense began to blaze. But he didn't need to look around to see what had triggered it, for the large column of smoke that he could see rising off in the distance told him everything he needed to know. With precise aiming Spiderman swung himself over to the blazing building, relieved to see that it was only four stories tall. Without a moment to lose he swung himself right through one of the windows, crashing through it and landing in a room consumed by flames.

"Is there anyone in here?!" Spiderman roared amongst the flames, but while the scanners in his lenses weren't as good as the ones on Earth, he was still able to use them to find those trapped within the flames. He shot a strand of webbing into one of the cowering ponies and yanked them over to him right as the ceiling crashed down on where they had been laying. He then wrapped them in a safe cocoon of webbing before hurling them out the window. He watched from the window as the hit the ground and stuck there, but from the cries of fear he could tell that they had survived.

After checking the top floor to make sure that there was no one else, he swung down to a lower floor to see a foal crying besides the body of a mare. He raced over to the both of them, but with a quick sting of regret he found that he was too late for the mare. But he quickly moved past her as he grabbed the foal and ran to the window, before the foal cried out and pointed back at the mare.

"I am sorry, but they are gone. It is my job to make sure you do not join them," Spiderman apologized to the foal before he leapt out the window with them tucked tightly in his arms. He landed on three legs on the sidewalk and laid the foal on the ground in front of the ponies there. Before they could say anything he leapt through one of the second story windows, cursing to himself when he felt the flames get too close for comfort. He spied another trapped within the corner of the main room, but he felt a flash of annoyance cross his mind when he saw the horn upon their head.

"You are a magic user! Why in the name of heaven did you not simply teleport out?!" Spiderman roared at the pony over the flames as he webbed them up and chucked them out the window. He swiftly scanned the second floor to find that there was no one else there before moving onto the final floor, where he spied two more foals clutching each other tightly. "And why do young ones such as yourselves seem to be left behind at the first sign of danger?"

Spiderman had just gotten to them when the support in the building gave out and the three floors above them all came crashing down. Spiderman was the only one fast enough to react and he threw himself over the foals, roaring in pain as three stories collapsed atop him. The whole building collapsed upon Spiderman, who strained against it with all of his spider strength to keep from being crushed.

'How did the supports go so quickly? They normally take much longer for fire to bring them down?' Spiderman asked himself as he felt the flames bite at his flesh. With his spider strength he pushed the rubble off of him and the foals, growling as he felt the burns across his back. 'Hopefully Parker's powers can deal with burns.'

He lifted the two foals into his arms and staggered over to where the ponies were gathered, dropping the two foals off next to the other ponies before he turned and walked back over to the smoldering rubble that had been a building. 'Well no wonder it collapsed with supports as flimsy and flammable as these,' Spiderman snarled to himself as he found the cause of the problem. With a snarl he looked up at the clock to find that he was running late, so he took aim at the nearest building with his web shooters.

"Thank you!" one of the foals, the older of the two, said to him before he could fire his web. Spiderman turned his head to look at the foal, who was giving him a kind smile beneath the soot and tears that stung their face. "You're my hero!"

"It...was nothing."

With a pull of his arm Spiderman yanked himself back into the airspace of Manehatten, cursing every few seconds in pain as he swung through the buildings. When he finally reached his destination, the downtown shopping district, he let out a sigh when he found that a large creature that looked very similar to a sphinx was chasing after the ponies down there.

"How does a world that prides itself on friendship and harmony have so much criminal activity?" Spiderman asked himself before he shot two strands of webbing at the buildings next to him, pulling back on the webbing until it became as tight as he could make it. He then leapt up and allowed the webbing to slingshot him right towards the sphinx, driving both of his hooves into the back of the creatures head and driving its face straight into the cement. He then surfed on the back of the sphinx's head right up to the stall that he needed to buy something from, hopping off of the creature as it slid to a stop right in front of the counter.

"I am here for this kind of fabric and any spare parts that you can spare," Spiderman told the pony behind the counter as he showed them a picture of what he needed. The pony nodded slowly before they went to the back to get the supplies. Spiderman heard movement and turned around to see that the sphinx was trying to get back up. He fired a couple shots of webbing to keep the beast pinned to the ground before he turned back to see that his items had been gathered.

"Thank you. How much?" Spiderman asked, leaving a number of bits that he calculated would be enough when the pony gave him no answer. With one last shot of webbing to make sure that the sphinx couldn't get back up, Spiderman shot back up to the skyscrapers and began to his road back to the boutique. 'Hopefully things are calmer there then they are out here. Now I see why that silver man was so desperate for a hero. This place would fall apart without someone looking over them.'

\( )//
//; ;\

"I don't know why I was expecting anything less," Otto said aloud as Coco ran around with the fire extinguisher in her mouth while Stonewall tried in vain to smother the flames that had begun to consume the back of the boutique. Coco finally managed to get the pin out of the extinguisher and doused the flames, yet due to her horrible aim she also managed to cover Stonewall in foam. The two ponies panted heavily before Coco turned around to see Otto looking at the both of them with a raise eyebrow.

"Oh...you saw all of that," Coco muttered in an embarrassed tone as she tried to hide her face from Otto.

"And I am glad I did. It shows me that I should never try any of your cooking," Otto said as he walked over to Coco and held out a bag. "Here are the supplies that you ordered. Hopefully you do not set fire to these ones as well."

"Hey, I didn't set fire to the boutique because of my cooking! It was because I was terrified by a massive bug that was crawling on my back!" Coco exclaimed in indignation, but all her outburst did was cause Otto to raise the other eyebrow.

"An insect so large that you needed to set fire to your source of income to be rid of it. Now my interest is piqued. What many of insect could terrify you so greatly?"

"I'm not sure what it was, but it was like a spider or beetle made completely of metal," Coco said with a shudder, while Otto's eyes went wide. "I was just sitting here minding my own business when I felt something crawling along my back. I turn to look and I'm face to face with this massive bug! I hurled the thing off of my shoulder and began to chuck things at it and one of them just happened to be a scented candle that I like and...yeah...this is the end result."

'Oh dammit all.'

"So yeah, crazy Coco nearly burned down her entire boutique because of a large bug. Go ahead and make fun of me if you wish," she finished with a sad look as she gazed at the floor.

"Coco...well all make errors. I will not degrade your self worth with my words," Otto replied as he let out a sigh, yet his words caused both Coco's and Stonewalls heads to snap up towards him. Coco walked forward and placed her forehead against Otto's, causing the doctor to raise an eyebrow in confusion. "Now this, I must say, is bizarre even for you. What are you doing?"

"Making sure that you don't have a fever or are sick," Coco muttered in reply as she moved her head back. "You are feeling rather warm. Are you sure that you're alright?"

"I am fine Coco. But as you seem to have a burn it with fire reaction to large insects, perhaps I should go see what became of this bug," Otto suggested.

"Don't bother, I looked everywhere for that sucker, but I was unable to find it," Stonewall informed Otto, who rolled his eyes at the stallions words.

"Of course you could not find it. Odds are you tried to flush it out with even more fire," Otto replied with a smirk, but to his interest Stonewall just chuckled in reply before turning back to fire control. Surprised by his dismissal of Otto's words, when normally he would have at least got a glare from the stallion, Otto turned his focus to finding the "insect" that had gone missing. He found it exactly where he had expected to, on top of his workbench in the back of the boutique.

"And where have you been?" Otto asked when he picked up the small spider, eyes narrowing when he saw that one of its legs were missing and it seemed to have damage done to its outer exterior. He popped it open to see that there was internal damage to go along with the external damage, causing Otto's eyes to narrow. 'That would explain why it got too close to Coco instead of keeping an eye on her from a distance like I told it to. But this damage doesn't look like anything caused by a wild animal. This is calculated, like someone took it apart.'

'There is only one other that I know who is crazy and brilliant enough to take apart my machine and make sense of it. The Beast,' Otto realized with a cold feeling beginning to crawl up his spine. He snarled while forcing the emotions back down before he turned off the spider and left it on his workbench. 'For the time being, until I find out what he did with it it is safer that I leave it off. I will have to be more cautious in the future and check up on my other spider bots as well.'

As Otto turned to leave, he never noticed that the eyes of the spider came back on. They quickly glanced around the room to see where it was, before all of the eyes rested upon the back of Otto. And then they narrowed in on the well hidden burns marks along his back that it could just barely make out. It stared at the wounds for a second before its eyes shut off again and it lay still on the table.

Smiles

The afternoon sun dripped through the windows of the small kitchen area, casting a warm glow upon all of those that were within the building. Otto was sitting lazily on the couch with a newspaper in his hooves, while Stonewall was cleaning up the place with a feather duster. And Coco was hard at work trying to prepare a meal for the evening, checking the oven every few seconds to make sure that nothing caught on fire.

Otto took a moment to look away from the paper, tired of reading about the heroic actions of the Spider, to glance over at the table that sat in the center of the room. He raised an eyebrow when he saw the numerous pieces of mail that littered it, before his eyes spied something else that made him rise from his seat. He walked over to the table and rummaged through the mail, pulling out a letter of the purest blue.

"What is this?" he asked Coco, who glanced over her shoulder and her eyes went wide. She raced over to the table and snatched the letters out of his hooves, clutching it close to her heart as she glanced around nervously. "Well, now you have me concerned, if that is your reaction. It is not a summons, is it?"

"No, it's nothing like that. This...is from Sapphire Shores," Coco said in a quiet voice, but both Stonewall and Otto gave her a look and Otto motioned for her to continue. "She sent this a few days ago, not long after the fashion show. I'm actually too afraid to open it."

"Why? After seeing your dress and the way you handled yourself during the attack, it is more likely than not a request for more work," Otto said in a casual tone, but Coco's eyes shrunk and she let out a whimper as she clutched the letter closer to her chest. "Oh for the love of...Coco."

Coco lifted her eyes and found that Otto was staring right into hers, causing her to shrink back slightly under his gaze. "Coco, as someone who has been so arrogant of their abilities their entire life, trust me when I say that there is nothing wrong with having some faith in yourself. Learn to accept that you can do great things and that what you do is great. Believing in what you can do, believing in your abilities is not arrogant or cocky. Believe me, I am the expert on arrogant."

"Why...were you so arrogant?" Coco asked, getting a sigh out of Otto as he stared at the wall for a brief moment, not sure whether or not he wished to answer. But then he glanced down at Coco to see that some confidence was starting to form and figured their was no harm.

"Because I knew that deep down I wasn't the best. That there would always be someone better than me. So I acted like I was unbeatable, that I was truly superior to everyone that I've encountered," Otto said with a bitter smirk before he shook his head. "But I was just a fool. A brilliant fool, but a fool none the less. And my lifetime of arrogance hurt so many others. And I am supposed to be better, but in reality I was trash. That's all I am."

"No you're not!" Coco blurted out, causing Otto to raise an eyebrow in surprise at her sudden outburst. Her eyes widened as she realized how loud she had been before she regained control of herself. "I mean, you might have been, but you're totally different here from the pony you've been describing. You've been an irreplaceable help to me...and you've help kept us safe from these monsters."

Otto raised an eyebrow as his eyes narrowed slightly, able to tell that she was hiding something from him. But whatever it was he wouldn't find out as Coco took in a deep breath and lifted the letter, gently tearing the top open and grabbing the letter within. She glanced at her two friends before she pulled the letter out, eyes closed as she unfolded it with shaky hooves.

"Will you just read it already?" Otto said with a bit of an exasperated voice. Coco cracked one of her eyes open and began to read the letter, still trembling at first but as she read more and more her other eye opened and she started to read the letter with wide eyes. Her hooves stopped trembling and when she finished the letter she looked at the both of them, her eyes glazed over as if she was in a dream.

"Well, what does it say?" Stonewall asked, but all Coco could do in reply was stammer out some incoherent words.

"OUT WITH IT!"

"She said that she wants me to do her next line of dresses..." Coco stammered out, as if she couldn't believe that the words were coming out of her mouth. For a long moment both Stonewall and Otto just stared at her in silence before Stonewall let out a cry of victory and pulled the mare into a massive hug, while Otto just nodded at her with a smile across his face.

"Congratulations! All of your work finally paid off!" Stonewall exclaimed as he finally let the mare go, causing Coco to stumble around weakly before she gazed at the smiling face of Otto. A small smile of her own crossed her face and after a moment she giggled to herself, causing Otto to tilt his head slightly.

"What is so funny?"

"I think...that's the first genuine smile I've seen from you since you got here," Coco said with another laugh, getting Otto to raise an eyebrow at her response before he shrugged and kept the smile on his face.

"Consider it my gift to you for reaching your goal," Otto replied, this time getting both Stonewall and Coco to laugh.

"Guess you still have some of that arrogant side in you. Who in the hell gives somepony their best smile when they achieve their dream," Stonewall said with a booming laugh while Coco just smiled up at Otto. She then extended her forearms to him and gave him a questioning look, getting Otto to sigh before he opened his arms as well. Coco's smile grew as she tackled Otto and hugged him, before Stonewall wrapped his arms around the both of them and pulled all three of them into an even tighter hug.

"Alright, time to celebrate!" Coco exclaimed once the hug was broken and she ran over to the oven, reaching inside and pulling out numerous items she had been baking. To the utter surprise of both Otto and Stonewall, none of the items were burned in any way and some of them actually looked edible. "Oh come on you guys, I've been practicing in my spare time!"

"When do you have spare time?" Otto asked as the group sat down and began to eat, with Otto actually telling a few jokes that got the other two laughing. The sun set behind the buildings of the city as they talked, with the talks going long into the night before Coco finally called it.

"Well, this has...been fun," Stonewall said with a look of surprise as he gazed over at Otto, who had a small smile on his face that had not vanished since they had started talking. "Who knew that Doctor Otto Octavius could actually be a charming and talkative pony if he wanted to. Guess we can't judge you solely on how you act, can we?"

"Please, one night of merriment does not change the fact that I hate you all and wish that I could exact my revenge upon the world," Otto said with as much vengeance as he could muster, but the only two only smirked at his response before they rose from the table.

"Well, I'm going to go get started on Sapphire's next line of dresses," Coco said as she stretched out her limbs, smiling at her friends one more time before she headed for the stairs. "I'm not going to rest on my laurels. I'm going to create a dress the likes of which the world will never see again! Maybe one that even Rarity would find amazing!"

"So that is what she is like with confidence, huh? I admit, I actually like her better like this," Otto muttered before he glanced over at Stonewall, who was giving Otto a look that he couldn't read. "What are you staring at? Just because I enjoyed today doesn't mean that I think any better of you."

"You should take your own advice," Stonewall said to Otto. Otto's face lost all of its mirth as he gave the stallion a stern glare, but it didn't seem to bother Stonewall in the least. "About being more confident and believing that what you're doing is great. That you're helping others."

"What, are you implying that helping out at a boutique and making clothes is something that I should believe to be great? That I'm helping others?" Otto asked with a smirk at the foolish words of the stallion, while also causing him to regain an expression that was common to him as Doctor Octopus.

"Maybe. Or maybe I'm talking about the work you do outside of work," Stonewall said with a shrug as he rose and turned towards the stairs, knowing full well that Otto was giving him a suspicious glare from behind his back. The stallion left Otto sitting by himself, leaving him to think long and hard about what Stonewall had said to him. Otto then glanced to his side to see a mirror hanging above the kitchen sink, with the a man that he hadn't seen in a while staring back at him.

"What's the matter? Nothing to say to me?" Otto asked Parker, who replied by crossing his arms and narrowing his eyes at the doctor. "That is fine, as I have plenty to say to you. Such as why are you there nearly every time I look in a reflective surface, yet you never say anything? Why do you constantly judge me, despite the fact that I have done the best to adhere to the heroic ways that you left within me? And why is it that no matter what form of reality I go to, there is always a Spiderman there to infuriate me?! Answer me, Parker!"

The man in the mirror just continued to stare at Otto, who waited a few moments before he smirked and returned to where his newspaper was. "I do not know why I bother to speak with you. It is clear now that you are just some illusion that my mind has conjured, most likely due to how use I became to having you in my mind. That is the only reason that I could see that you would still be here, or else my mind would have expelled you ages ago. Now then, leave me be so that I can read this in peace."

'You'll fail.' Otto snapped his head around to face Parker, who was now gazing at Otto with a look that Otto had come to loath from the man. 'You'll fail to protect them. To stop this evil. To be Spiderman. That is what you do best. And when you fail, and the world needs the real Spiderman, I'll be there. It's like I told you Otto, you'll never be rid of me.'

Otto's gaze was one of utmost fury as he gazed back at his counterpart in the mirror, but after a moment the image of Parker vanished and left Otto only staring at himself. Yet even though Otto wished to scream at Parker, to let him know how wrong he was, Otto found himself unable to. For the memories that he held within him told him exactly how his efforts as Spiderman would end.

"No...I will not let it be like last time!" Otto roared as he turned towards the stairs and practically threw himself down them to reach the bottom faster. He tore across the boutique and ripped open the door to his workspace, which he slammed shut behind him as he began to work on a formula for better webbing. "I may have failed before, Parker, but I have learned. That is one thing I do better than anyone else. I will show to you that I can..."

But the fire that had ignited within Otto died down as he gazed at the spider suit that was resting on the chair in front of him, reminding him of a time in the subway. When a little girl that he had saved had been in danger and for a brief moment he had been more concerned with his life than hers. And how he had almost failed to act.

'Is he right? Will I truly fail once more?' Otto asked himself before he rested his head in his hooves and let out a sigh. 'Oh Anna, what would you tell me?'

\( )//
//; ;\

The beasts within their cages were designed to be the most dangerous and lethal beasts to have ever been created in all of Equestrian history, but at the moment all they could do was shiver in their cages as a being far more dangerous than them sat in a chair in front of a large chemistry set. He was hard at work creating something, something that he knew would give him the edge. For the time of waiting was over.

"I am sorry, what was that?" the Beast said as he turned towards one of the monsters, the only one that had dared to utter a sound. For a long moment he glared the monster down before he turned back to his set. He reached to the very end of it and pulled out a large vial filled with red liquid, causing a smile to spread beneath the mask as he poured the liquid into a needle. "I was so wrong. I thought that by using these monsters that I would be able to create the greatest lifeform. But I was a fool. I didn't need any of them. I just needed me."

He injected the needle into himself as he said this, before he turned towards a beast that towered over him. All sox of its arms glistened in the dark light that emanated from it's chest, causing a sickly green light to bathe the Beast. He smiled upon his greatest weapon before he reached under the chair and pulled out an item. A blue dress that looked like sapphires.

"I know where he is and my suspicions about him are correct. Go there and put an end to him once and for all," the Beast instructed as he handed the creature the dress. The monster took the dress and examined it for a moment, before placing the dress into the green sphere in the center of its chest. The dress was quickly pulled into its body, before the monster turned and walked away.

"You have played your part, Doctor Octavius. But now I am done with you. And soon, my monster will be done with you as well."

Home Invasion

The smile that Otto had allowed to cross his face over the past couple of days was nowhere to be found when he descended the stairs the following morning, the morning after Parker had spoken to him for the first time. Otto was angry, confused and not sure how much pull the illusion had over his own body. And he knew it had to be an illusion, for the real Parker was still alive and back on Earth.

"Yet why can I not banish this illusion from my mind?" Otto asked himself as he sat at a table and stared at the fabric that rested upon it, never hearing Coco's words when she walked into the room and tried to talk to him. "Or a better question is why does it continue to pester me even when I disposed of my villainous side? I have not been a saint on this world, but I have tried."

"I wish that I could contact that silver being that spoke to me weeks ago, but I have no where to know where he is. He seemed like a being with a lot on his plate," Otto pondered before he crossed his forearms and leaned back in the chair. "Actually, I wish I had access to the technology that I had on Earth. Then I would be able to scan my mind and find out why this anomaly continues to bother me."

"But what did he mean by fail? I have defeated every foe that has come my way and saved countless lives. How is that failing?" Otto asked aloud before he glanced up and realized that Coco had been staring at him from across the table the entire time. "Um, how much of that did you hear?"

"All of it. Otto, what's this about a being called Parker plaguing your mind?" Coco asked, but almost immediately Otto closed his mouth and bowed his head in an effort to show that he wasn't going to talk. Coco gave him a look that said "really?" before she let out a sigh and rested her head upon one of her hooves. "Come on Otto, you can talk to me. I really want to help you with your problems, the way you helped me."

"Thank you my dear, but this is not something that you can help me with. It is a personal battle," Otto replied curtly, but Coco shifted her arms and gave him a stare that told him she wasn't going to be taking no for an answer. "And even if this problem could be solved with mere words alone, how are you certain that you can aid me? Perhaps my problem would be too much for your feeble mind to handle."

"Now I know that something's bothering you, if you've reverted back to your old way of speaking," Coco replied in a serious tone that practically cemented her to the chair across from Otto, getting a snarl out of the doctor. "So from what I've gathered, your being plagued by the memories or an illusion of a being called Parker and you are wonding why he said you would fail. Am I right so far?"

"You are right in the most basic of senses. But that is all you have," Otto replied in a less than friendly tone, getting Coco to raise an eyebrow at his response. "You talk as if you are an expert on the subject, but you know nothing of my plight or of the man that bothers me."

"Perhaps. But I do know that Parker was the Spider before you took on the role." All of the color drained from Otto's face as Coco spoke these words, leaving his magnificent brain to try to form any denial to what she had just fingered him with. He stammered out a few words that remotely sounded like he was asking how she knew, but all Coco did was smile and slightly shake her head.

"Like I said when I figured out that you were a supervillain, I'm sharp. Let's be real here, Otto. Every time I'm in danger and you're nowhere to be around, the Spider appears. I've also noticed a good deal of black and red thread going missing in my shop. The same colors of the Spider's suit," Coco pointed out to Otto, who silently cursed himself for not being more discreet with his use of her items. "But the final nail in the coffin was that the Spider insults me in the same way you do. Not to mention you didn't do much to change your voice."

"And once more it seems that I have underestimated your intelligence," Otto admitted with a bitter smile at his own stupidity, figuring that she had him caught.

"But I will say that I was surprised when I put the pieces together. For somepony who hates heroes as much as you do and with your past as a supervillain, well, you'd be the last pony that I'd expect to become a superhero," Coco said before her eyes took on a more curious look. "Why did you become the Spider? Why after a life of crime did you decide to become the very thing you hated?"

"As you said when you pinned me for being a supervillain. Because of the Spiderman. Or to be more precise, Parker. Brace myself my dear, you're in for a tale," Otto warned her before he took in a deep breath and flashed back to the day everything had changed for him.

"As you said, I was a villain. A villain that eventually found himself on deaths doorstep. So in a last attempt to save myself I transferred my very mind into the brain of my most hated foe. Spiderman. I took over his body as if it was my own and left him in my own dying body."

"Yeesh that's rough. What happened to him? Did he die in your body?"

"No. Even in a broken body he still had the will that I could never defeat. He made his way to me, even in a body that didn't have long, and we had what I believed would be our final battle. We clashed and I was triumphant. I stood over him as he died in my body," Otto said with a moment of pride before he sighed and lowered his head. "But while I won the battle, Parker changed me that day. As we shared brains and bodies, he used that connection to show me his entire life, everything that had lead up to him being a hero and after. Everything that made the Spiderman."

"And in the face of such a life, I learned what it truly meant to be a hero. What it meant to use the power that you were gifted with for the benefit of others instead of revenge or personal gain. That with great power came great responsibility." Otto said those words in such a quiet way that he seemed to revere the words. "I promised Parker as he laid dying that I would take his place, that I would become the Spiderman in his place. But then I promised myself that I would be even better. That I would be the Superior Spiderman, ten times the hero Parker ever was."

"And what happened?"

"I failed," Otto said in a whisper. "I reverted a bit to my old ways, using fear and violence while trying to make my own life perfect. And it all came crashing down when an old foe of both Spiderman and myself waged war against my home. And I couldn't stop him, no matter how hard I tried."

"But I stubbornly held on, believe that I was still the right hero to save the city...until the Goblin dangled a little girl in front of a subway and I almost didn't act to save her," Otto said with bitter regret in every word. "That was when the memories of Parker made themselves known to me the second time and made the choice for me. He told me to save her and I did. That was when I realized the truth. I was not the superior hero. I was never a hero to begin with."

"So what did you do?"

"I erased my own memories from Parker's mind so that he could save the world...saved those that I had come to love," Otto said. "And in the process, killing myself. Or so I believed, until I woke up in this land with a new body that somehow managed to retain all of Parker's powers. Then you found me and the rest you know. So there you have my tale. The tale of the Inferior Spiderman."

Coco lowered her head and thought about what Otto had told her for a long time, before she rose out of her seat and walked over to him. She stared at the scientist for a moment before she wrapped her arms around his neck, pulling him into a close hug.

"I am so sorry that you had to go through all of that," she said with sympathy in every word before she broke the hug and smiled at Otto. "But Otto, even if you think you've failed you're still a hero."

"That is a lie, Coco. A hero would have never done the things that I have done," Otto spat back with disgust at himself. Coco opened her mouth to answer, but her words were interrupted by the glass in the ceiling being shattered. Otto grabbed the mare and leapt back as a colossal beast landed in the center of the boutique, a monster with six arms that were all armored with rock. The center of it looked like a massive boulder, except for the green center that instantly made the spider sense blare.

"Spider. Today you die!" the monster roared as it wound up a punch.

"Stay behind me!" Otto roared as the beast lunged at him, getting Otto to swear as he took the punch the monster threw head on lest it hit the mare behind him. With his spider strength and his adhesive abilities he managed to remain rooted in place, but the blow still hurt like crazy. "I was wondering when your master would make a move! And I also see that Coco isn't the only one that figured out my identity."

"My master has had enough of your interference. He has gathered everything that he needed from you, this granting me with the honor of killing you and making him proud," the stone monster replied with a far more intelligent voice that Otto was used to. Otto roared as he pushed the monsters hand back, only to be attacked by two more fists that swung towards his head.

Otto glanced over his shoulder to see that Coco had gotten clear of the battle, allowing Otto to leap over the limbs to avoid them before throwing out a kick that caught the monster in the side of its rocky head. But while the blow did snap the monsters head to the side, Otto snarled when he saw that his attack didn't really didn't do any real damage.

"Your master must really be getting desperate if he sent his greatest pet to deal with me," Otto snarked at the stone monster while leaping back onto the wall to avoid an attack, before he leapt onto the ceiling. "I assume that is what you are, since you seem to speak so well. His greatest toy."

"Desperate? The only one that should be feeling that right now is you," the rock monster promised before it lunged onto the ceiling, driving two of its hands into the ceiling to anchor itself before it began to attack with its other four arms. Otto dodged them as best as he could, but eventually he was forced to leap off of the ceiling and land on one of the tables below. The monster dropped down and Otto hurled himself out of the way, hearing the crunch as the monster landed right where he had been standing.

"You thought that you were a hero. But all along you were nothing more than a plaything," the monster said before it extended two palms towards Otto, spraying forth intense waves of fire. Otto was fast enough to dodge the flames, but to his fury he found that the flames began to consume the boutique. With a bellow of fury he lunged at the monster, driving both of his hind hooves into its chest to send it crashing into the wall.

"I may not be the hero that everyone thinks I am, but I am still more than strong enough to deal with you," Otto promised the monster as he landed on its chest and brought a hoof back as he prepared to shatter whatever was causing the green glow. But the monster let out a smirk before it unleashed a blast of green energy from its chest, hurling Otto off of it and through the metal door that hid his workplace.

"OTTO!" Coco cried out from behind a table as his motionless body collapsed onto the floor of the workroom, not knowing that her words turned the attention of the monster to her. Otto let out a groan as he pushed himself back up to his hooves, spying both his suit and his web shooters. He grabbed hold of the spider suit and slipped into it before he attached his web shooters, but when he turned around to face his foe once more horror filled up his eyes.

"Release her!" Spiderman demanded when he saw that the rock monster had grabbed Coco, who was laying motionless in the creatures grasp.

"You care so much for her?" the monster asked as it looked from the motionless pony to Spiderman, a smile spreading across is rocky face. "Then come and save her, hero." The monster leapt through the hole it had made in the ceiling, swinging out onto the roof. Spiderman roared with murder as he shot out a strand of webbing and took off after it, bursting out of the burning building and landing on the roof. He narrowed his eyes as he spied the monster atop another rood across from the boutique, smiling at Spiderman.

"Release her and I promise that your death will be painless," Spiderman said with murder in every syllable, but all his words caused the monster to do was smirk at him before he waved the mare back and forth slightly.

"Come now, it is the hero's job to save the damsel in distress from the big bad monster. So if you are a real hero, then you will have no efforts saving her," the monster said with a laugh before it began to take off across the building, Otto bellowing with fury as he began to swing after it.

"But if you aren't the hero that everypony says you are...then I promise that she'll be the next to die after you."

Bridge

Spiderman swung from building to building as fast as his arms could carry him, but to his increasing frustration he found that he was making no process in catching the rock monster that still held Coco. Roaring at the beast to make sure that it knew he was following, Spiderman leapt up onto the rooftop and shot two strands of webbing at the monster.

But to his horror the monster spun around and held out Coco in front of the webbing, causing Spiderman to yank on the strands and redirect them to a new target. He roared once more as he released the webbing and took to the air, lunging right at the area he knew the monster was going to be going to. But even though he calculated the path of the stone monster perfectly, the creature changed its course at the last second and left Spiderman to hurl himself off of the building.

He shot out two strands of webbing to stop his descent, but when he managed to swing his way back onto the rooftops he found that the monster had already gotten much further ahead than Otto would have believed possible in such short time.

'It looks like its heading for that bridge,' Spiderman realized as he calculated the path of the stone monster in his head, knowing that there was only one place it could go if it followed along its path. 'If it gets across there it will enter a part of the city that I'm not familiar with. I need to put an end to this now!'

Realizing that he was too far behind the monster to catch up to it from behind, but he did figure out that if he swung to the bridge at the moment he would cut off the monster there. Deciding to take the risk, and figuring that the monster still wanted to kill him, Spiderman hurled himself off of the side of the building and swung his way over to the bridge. He shots out two strands of webbing to nearby buildings and pulled them tight before releasing his grip, slingshotting himself out over the bay and to where the bridge was.

"Miss ME?!" Spiderman bellowed as he took perfect aim at the creature, who had just stepped foot onto the bridge. The monster looked up just in time to be tackled by the Spiderman, sending the both of them crashing across the concrete. Ponies around them cried out in horror as Spiderman pushed himself back up to his hooves with an aching body, knowing that he might have broken a few bones with his impact.

"In fact, no!" Spiderman lifted his head in time to see the back of the fist that backhanded him onto the bridge. He cried out in pain as he slammed into one of the carriages that was parked, shattering the wood with the force of his impact. But knowing that the monster still held Coco within its grasp force Spiderman to roar through the pain as he leapt off of the carriage and picked it up with his spider strength, hurling the carriage towards the monster. The beast smirked at Spiderman before it lifted its hand to use Coco as a shield, but Spiderman had been waiting for it to do that.

"My turn!" Spiderman informed the monster as he shot a strand of webbing around its leg and pulled with all of his might, yanking the monster off of its feet and moving Coco out of the way of the carriage. Spiderman heard the monster roar as the carriage shattered on its body, giving Spiderman the opening he needed to lung at the monster and drive a hoof into the side of its head.

"You will pay for touching her with your life!" Spiderman promised the monster as he cracked both rocks and his hooves with the force of his punches, each blow warping the face of the creature that had dared to take Coco. A flash of green erupted from the monsters chest and a second later Spiderman found himself flat on his back and staring up at the sky.

"No. She will pay with her life," the rock monster promised Spiderman in reply as it leapt onto one of the supports of the bridges and began to climb, while Spiderman rose back up and looked to where the monster was taking her.

"This is feeling...all too familiar," Spiderman snarled with some fear rising in his chest before he shot out a strand of webbing near the top of the bridge, pulling on the web with all of his might to yank him up to where the monster was climbing. Spiderman hurled a kick at the creature as he passed by, yet the monster deflected his blow with a punch that sent Spiderman to the very top of the bridge. He landed with a roar of pain on the top of the bridge, where he was joined by the rock monster a moment later.

"Let her go, you damned monster. This is between you and me," Spiderman said, though he knew that his words would be lost on the monster.

"Yes it is. But you are a hero, and thus as long as I have her I have the advantage," the rock monster pointed out before it shifted Coco to the arm that was the farthest away from Spiderman. "Of course, you are welcome to try and take her-"

Before the monster could finish its sentence Spiderman shot a strand of webbing into the face of the monster, blinding it momentarily and giving Spiderman his chance. The Spider hurled himself at the stone creature and threw a wicked right into its jaw, snapping its head to the side and sending bits of pebbles flying in all directions. He then vaulted over the head of the creature and grabbed hold of Coco, snapping off the monsters fingers to break her free.

The monster ripped the webbing off of its face and roared as it swung at the Spiderman, but his efforts were futile as the Spiderman leapt over the hands of the creature and landed on the other side of the peak of the bridge. Spiderman gently set Coco down behind him before turning to the monster, who was able to see the hatred burning through the mask of the Spiderman.

"Well would you look at that. Now you've lost the only thing that prevented me from tearing you to pieces," Spiderman said in a tone so calm that it made the rock monster attempt to swallow down his fears. Spiderman then roared as he hurled himself at the rock monster, slamming a hoof into its face and nearly caving in the monsters head. It swung at Spiderman in desperation, but with his spider sense Spiderman knocked the fist out of the way before driving his own into the face of the monster.

"Today you die!" Spiderman roared as he drove fist after fist into the creatures face, causing a green liquid to leak from its face. He cocked back with all of his might in full preparation to punch the monsters head off, but before he could something kicked Spiderman in the side of the head and nearly sent him flying over the edge of the tower. His adhesive abilities prevented him from being flung off, but even as he pulled himself back up his eyes widened beneath the mask when he saw who had joined them.

"So it seems that I was right and you are the Spiderman, Otto," the creature said with a sinister snicker before it glanced over at its rock monster, who was no longer moving. "And I see that you've managed to dispose of my most precious creation in the process. You truly do not disappoint."

"And you are truly foolish to come here without any more of your failed attempts at being a god," Spiderman roared in reply as he flipped himself onto the bridge and threw a kick at the masked face of the satyr. But the Beast reached up with a hand and caught Spiderman's kick, giving him just enough time to widen his eyes before he was swung into the top of the tower.

Spiderman reached back and stopped himself with his forehooves before he kicked out of the Beasts grasp. He leapt into the air and performed a spin kick that was supposed to crack the Beasts ribs, but once again the satyr leapt back with a speed that nearly matched Spiderman. Spiderman roared as he landed and shot two strands of webbing at the satyr, but with speed that even Spiderman had trouble keeping up with the Beast grabbed the webbing out of the air and twirled once. The webbing twirled around and wrapped itself around Spiderman, who glanced down at his entanglement before another kick sent him flying off the edge of the tower.

Spiderman struggled against his bonds with all of his might, breaking free of his bonds...right before he slammed back first into the concrete below. He screamed in pain as he felt both the concrete and his bones break from the impact. He lay in the crater that he had made seething with pain, his eyes watering up with tears as the pain tore through him.

Ponies circled around him to see if he was alright, one of them being a doctor knelt down next to him and tried to examine him. But through the pain Spiderman glanced at the tower that he had been thrown off of, his eyes widening in horror when he saw the Beast dangling her over the edge. With a weak roar of fury he pushed himself back up, ignoring the pleas of the doctor for him to stay down.

Spiderman took aim at the base of the bridges tower and fired his webbing, ignoring the beep that came from the shooter to let him know after the next two shots he was out. He pulled himself to the top of the tower once more, using all of his mental energy to repress the pain that threatened to consume him. He swung around underneath of the tower and looped back around to the top, where he saw that the Beasts back was turned towards him. Spiderman released his grip and hurled himself towards the Beast with leg outstretched. But as if he had a spider sense of his own the Beast leapt out of the way and caused Spiderman to crash into the top of the tower.

"How? You had no idea that I was coming?!" Spiderman roared at the Beast, barely able to see the smile on the creatures face from under its mask.

"Why, the same way that I am able to deal with you so easily. With your powers," the Beast informed Spiderman, who snarled in reply. "It was easy, really. All I need was a small sample of blood from you and then I was able to replicate what gave you such incredible power. I will admit, that warning that you get every time you are in danger is very helpful."

"There is no way that you would be able to get my blood! My spider sense would warn me any time that you would-grah!" Spiderman snarled as he slapped the back of his neck, having felt something bite into his skin. He glanced up to see what looked like a tiny mosquito fly back over to the Beast, where it landed in the outstretched hand of the satyr.

"Your sense only works when something either has intent to harm you or is any danger to you," the Beast said with a smile as he gently petted the mosquito. "But this little guy here is just doing what comes naturally to him. Drinking blood...or leaving a little something behind. Completely natural."

Spiderman felt his blood go cold at the mention of something being injected into his body, but when he glanced at the Beasts side to se Coco laying at his side he knew that he needed to act. He lifted his right arm and shot one of his two shots of webbing at the monster, before racing after the web. The satyr dodged the webbing only to be tackled by Spiderman, nearly sending the both of them off of the edge.

"Ah, this feels so familiar. Almost like the time the pony that created me tried to throw me into a vile of acid to dispose of me," the Beast said with a smirk as Otto tried to hurl him over the edge.

"What do you mean by that? Are you a failed experiment like the rest of these freaks?" Spiderman roared as he wrapped his hooves around the satyr's throat.

"Oh yes, I was my masters pride and joy. I was the only one of his creations that just wouldn't die whenever he thrust me into one of his deathtraps," the Beast reminisced before he felt his grip beginning to slip. "But I'm not a failure. Not unless you count killing your creator and using his science to create my own army. I'm just a being that wants to me than his creator ever was."

"So...that is what you really are," Spiderman said with a snarl as he flashed back for just a moment, losing his grip slightly.

"Hmm, seems that the concoction I made is taking longer than I thought," the Beast said with a smirk as it struggled to keep Spiderman from pushing him over the edge. "So all I need to so is stall for a bit. So what if I up the wager?!" A strand of webbing shot out of the satyrs wrist and grabbed hold of Coco, who he then hurled over the edge of the tower. Spiderman didn't even have time to lung after her before the Beast rolled the both of them off of the top.

'I have to save her!' Spiderman knew as he aimed his last shot of webbing at Coco, taking precise aim at the falling mare. But then his spider sense blared and he looked up to see the Beast about to plunge a needle into his chest. Time seemed to slow to a crawl as Spiderman came to a realization. He only had enough webbing left for one shot. He could use it to save Coco, but then he would be vulnerable to the Beasts next attack. Or he could use it to save himself...

'It is no question. She comes first.'

Spiderman took aim at the mare and fired a large clump of webbing. With Parker's memories he knew that a single strand of webbing would be a death sentence, so instead he fired the clump past her and into the water, where it expanded into a raft of webbing. Coco landed on the webbing and was immediately caught by the webbing, saving her life. At the sight of her safe Spiderman allowed himself to smile...before he roared in pain as the needle was plunged into his chest.

"You are very sick Spiderman. We need to get all of those radiated cells out of your body!" the Beast roared with delight before Spiderman kicked him off of him. He reached out and grabbed the leg of the bridge, sticking to it just as the satyr did the same below him. Spiderman shook his head as his vision began to blur, but a moment later he felt his grip on the side begin to slip.

"Do not worry, the process will be quick! But it will not be painless!" the Beast roared as he leapt up the side of the bridge and struck Spiderman in the face with enough force to shatter his goggles. Spiderman roared in agony as he tried to stagger back, but his adhesive powers failed him and he lost his grip. The Beast grabbed Spiderman as he fell and slammed him head first into the side of the bridge, denting metal with the skull of the scientist.

"You believed me to be a crazed villain seeking world domination," the Beast mocked Spiderman as he punched him in the side of his head, turning Spiderman's vision red beneath the mask. "You believed that my creations of genius were foolish!" The Beast cracked Spiderman's ribs with a blow that nearly knocked him off the bridge once more. Spiderman began to fall before the Beast wrapped two hooves around his neck, dangling Spiderman by his neck.

"And I could almost forgive you for all of those transgressions except for one detail," the Beast whispered into Spiderman's ear, Otto barely conscious enough to hear his words. "You believe that you were superior to me. You thought yourself better. So in a sense, you are the reason for all of this. You just had to say you were superior. And I can't have that.

CRACK!

A demonic smile crossed the face of the Beast as he heard Spiderman's neck break and the body of his foe went limp. With a confident laugh of victory the Beast tossed Spiderman into the waters below, feeling a satisfaction as he watched the Spider sink beneath the surface. He waited five minutes for any sign of the Spider surfacing, but when he never did the Beast let out a cackle of victory.

He then glanced down to see that Coco was still on the raft and he leapt down to her and picked her up into his arms. "Come dear, you have a been a spectator for so much of the show that I would hate for you to miss how it will end. And with these powers, I am now beyond unbeatable. First this city, then the Ambassadors...then all of the world will see the beauty of my monsters."

Inferior

"Peter, you need to wake up."

Otto cracked open his eyes to see the sun pouring in from the window, letting the light in upon his apartment. He let out a groan as he stretched his arms and glanced over at the door, which was open and allowed him a perfect look into the kitchen. There he spied a woman that was hard at work, swiftly making a good amount of food for the doctor.

Otto smiled as he rolled out of bed and walked into the kitchen, getting the woman to turn her head towards him with a smile on her face that was so bright it put the sun to shame. He bent over and kissed her on the cheek, getting a smile out of her as she pointed him at the table.

"Seat yourself down slick and let me introduce you to my mothers special cooking," the lady said to Otto, who did exactly as she said and sat down, resting his head upon his hand and staring with love at the woman. "Peter, you're giving me that look again. Cut it out, it's really creepy."

"I am sorry my dear, but it is just so hard to tear my eyes off of you," Otto replied with love in every word. "You are like the image of Aphrodite herself. Perfection in everyway, Anne."

"And any more sappy words like that and I'll need an insulin shot," Anne joked in reply as she set a plate down in front of Otto. He glanced down at it with a smile before a look of confusion crossed his face as he realized he was looking at hay. He glanced back up to see Coco sitting across the table from him, an expectant look in her eyes as she awaited Otto's approval.

"What is going on?" he asked as he rose out of his chair, looking down to realize that his hands had changed into hooves. With panicked motions he began to stagger around, his world melting away until all he looked around to find himself in a ruined city filled with dust. "I know this place. This is where I fought him. Where I fought-"

"Me."

Otto spun around to see a man standing over him, a man in red, blue and who had spiderwebs all over his body. Faster than Otto could react Spiderman grabbed him by the throat and lifted him into the air, where Otto struggled to move only to find that he couldn't move.

"I told you Otto. You would fail. And that I would be there to take over when you did," Spiderman reminded Otto, reaching out his left hand towards the head of the doctor. All Otto could do was watch as the Spider grabbed hold of his head, causing Otto to roar in pain as agony consumed his very being.

\( )//
//; ;\

With a star Otto shot up and glanced around with fear in his eyes. He was in a bare room that only held within it a bed, one that Otto realized wasn't in the best of shape. He glanced down at his hooves to see that he was still a pony and the pain in his body told him that he was still alive. But when he leapt off of the bed and began to walk to the door, he found that he was in far worse shape than he would have thought.

"Glad to se that you're awake. I wasn't sure that you were going to live when I pulled you from the water." Otto looked up to see the face of Stonewall staring back at Otto, with a look of worry and concern upon his face. Otto sneered as he tried to walk by him, but the pain told him otherwise and he fell to his knees. "I wouldn't be moving so fast if I were you. You took quite an ass kicking up there. It's a miracle that you're still alive."

"You...saved me?" Otto asked the stallion, unable to believe that he had said those words. He then spat as he pushed by the stallion and walked out into a small living room that held two chairs and a single table in the center of the room. "Where the hell am I?"

"You're at my place. It was the only place that I could think to go to after...look, after that monster snapped your neck," Stonewall said all at once, just wanting to get it out into the air. For a long moment Otto looked at Stonewall, who was staring down Otto with a look of concern upon his face. "How did you survive that? I heard your neck break."

"He...was not the first to try and break my neck. To make sure that no one could my suit is reinforced around my neck with a material that will only allow my neck to be twisted so far. In the unlikely event that someone did manage to attempt such a maneuver, the material makes a sound identical to my neck breaking, when I am just fine," Otto replied in a voice that was filled to the brim with disgust, but a moment later he sighed weakly and glanced around. "Where is my suit? I assume you have it somewhere around here?"

Stonewall nodded and walked over to the closet, where he pulled out a folded up and still wet spider suit, which he offered to Otto. Otto took the suit and examined it for a moment before he sat down in one of the chairs, staring at the floor for a moment before he glanced up at Stonewall. "Why were you following me? If you were there to catch me when I fell then you clearly knew more than your idiotic nature let on."

"I...pieced together what was going on not long after I left for the night," Stonewall admitted. "That it wasn't Cherry that was responsible for everything and how those monsters always seemed to be after us...or rather you. I then put together that another attack might be on the way and sprinted back in time to see you chase after that stone monster. I raced after you and just managed to get to you right when you were thrown off the bridge."

"You are a little more clever than I gave you credit for, but as you saw me in my suit you know now who I am," Otto said in a no-nonsense tone. When Stonewall smirked in reply Otto raised an eyebrow, demanding explanation for the levity.

"I figured out you were the Spider long before today," Stonewall admitted but this time Otto wasn't as surprised by the reveal. "I began to wonder every time you vanished right before the Spider showed up, but there was one piece of evidence that damned you."

"And what would that be?"

"When the Spider chewed me out at the fashion show, he said someone instead of somepony. You're the only other being alive that I know of that says that," Stonewall revealed with a smile, getting a sigh out of Octavius as he hung his head.

"It matters not that you know. What happened after I...failed," Otto said in a near whisper, as if he was forcing the words out of his mouth. Stonewall chose to answer with silence for a few minutes before he gave Otto the most sympathetic look he could. "No..." Otto whispered when he put the pieces together.

"He took her. The monster took her and I don't know where," Stonewall admitted to Otto with a bitter shake of his head, never seeing the rage flash in Otto's eyes. "I was so concerned with saving you that I didn't see him take her until they were practically gone. I considered what I should do next and decided-"

Stonewall didn't get to finish as a right hook from Otto clocked him across the face. Stonewall's head snapped to the side from the force of the blow, causing him to blink a few times as he processed what had just happened. He slowly turned his head towards Otto, who was winding up for another punch.

"What the hell is wrong with you?!" Stonewall roared as he deflected the punch with one of his hooves before pushing Otto back.

"Why did you chose me over her?!" Otto roared at the top of his lungs as he took another swing at Stonewall, who blocked the blow with ease. "Why did you damn one of the kindest souls in this land for a pony who isn't worth saving?!" Otto demanded to know as he took another swing.

"I couldn't get to her in time! And even if I could, what could I do to a monster like that?!" Stonewall retorted as he caught Otto's punch and held it there. "He would have killed me with ease! I can't save her! So I saved you, because out of everypony in this city only you can! Only a hero like yourself can save-"

"Shut your damn mouth!" Otto bellowed as he kicked Stonewall hard in the chest, getting Stonewall to release his hoof with a grunt. Otto drove his hoof into the side of Stonewall's head, drawing blood from the stallions mouth. Stonewall slowly lifted his head in rage as he glared at Otto, who threw another punch at Stonewall's head. "You have no idea what you are talking about! Do not dare to call one as pathetic as me a hero!"

"But I've seen you be a hero. I've seen you save the lives of all those around you," Stonewall reminded Otto as the doctor threw punch after punch into the chest of Stonewall, who hardly even budged from the blows. "You are the Spider, the one who stopped every monster attack."

"I am no hero! I am a failure! That is all I shall ever be!" Otto bellowed with fury as he continued to throw punch after punch, each one with less strength than the last. "A real hero would have been able to defeat the Beast! A real hero would have been able to save Coco before she was kidnapped! A real hero...is not what I am."

"Yes you are," Stonewall replied, only to fuel Otto's temper once more and get him to wind back a punch. Stonewall struck first with a punch of his own that sent Otto flying across the room and into the wall, confusing the stallion as Otto slowly struggled up to his hooves. "What? But that should never-"

"Now you see. I do not even have my powers that allowed me to aid this place," Otto said in a defeated tone as he stared down at the floor. "Not that they were ever my powers to begin with. I stole them from the real hero, the one that spent all of his life saving others. I was just a cheap knockoff. I thought I could be superior to him. But in the end, I was the inferior one. And was too blind to see it." Otto then staggered to his hooves and began to limp to the door.

"Where do you think you're going?!" Stonewall roared at Otto, who stopped at the door and looked back with a broken look upon his face. "Coco is still out there! We'll need to work together if we-"

"Save her yourself. I would only get in your way," Otto replied with the voice of a broken pony. "I could not beat him when I had powers. What makes you think I'd stand any more of a chance now that he has my powers and I am powerless?"

"Because of the hero in you," Stonewall replied with a fury and belief that even Otto felt. "Because you've been risking your life ever since you got here to protect us. And I know it wasn't for fame or glory, because you never so much as said a word to the news or the ponies you saved. You did your duty and moved on. Like a hero."

"No, I moved on so they would not come to see me as something I'm not," Otto spat back with pain. "But they still believed me a hero, still believed that I would save them whenever they needed me...and we saw how that worked out for Coco."

"So you're just going to abandon her? Abandon the mare that saved your life and gave you a second chance?!" Stonewall bellowed at Otto, who glared back at him with defeated eyes.

"I have already failed her. Just how I failed everyone else that put their faith in me when I put on the suit," Otto said as he opened the door and began to stagger out of it. "I am not the Superior Spiderman. I am not Spiderman or a hero in the least. Parker will always be the greatest hero. And I will always be the greatest failure."

"Wait a moment, your suit!" Stonewall called out as he realize that Otto had left the spider suit upon his table.

"Keep it. Maybe you would make a better Spiderman than me."

Stonewall could only watch in disbelief as Otto walked out of the door and left Stonewall with the Spiderman suit. For a brief moment he considered going after him, but upon remembering the look of defeat in Otto's eyes he knew it was a fruitless gesture.

'Damn that coward, trying to walk away from all of this when he should be fighting!' Stonewall roared before he glanced down at the spider suit, knowing that it was a terrible idea. 'But somepony has to save her. And it seems I'm the only one willing to try.'

\(0)//
//;::;\

"Wakey wakey, dear."

Coco let out a groan as she slowly opened her eyes. The very first thing she saw when she opened her eyes was that she was staring at a mask that dangled over the face of a being that looked a lot like a satyr. She let out a yelp and tried to back away, but to her horror she looked around to find herself completely entangled in webbing.

"Where am I?" she asked the Beast, who simply smiled in reply before he stepped back to reveal that she was in the center of a sports stadium, one that was filled with all sorts of monsters and abominations that were chomping at the bit to be let loose. Her eyes went wide with fear as she gazed down upon them, before she turned her gaze to the Beast. "What do you want from me?"

"Why, you're my bargaining chip. My pony shield," the Beast replied as he ran a hand across her mane, getting the mare to shudder. "I heard that you are friends with the Ambassadors, so I will need you for when they show up to try and stop me."

"They're the least of your worries," Coco spat at the Beast, who raised an eyebrow at the sudden confidence boost for the mare. "Because what you're doing is pure evil. And there's a certain somepony in this city that puts an end to evil like you."

"Are you referring to the Spider? Because I snapped his neck." Coco's eyes went wide in horror as the Beast let out a laugh and walked away from her, gazing down upon his army with a smile upon his face. "And with him dead, there is none that can oppose me."

Armor Up

The Beast allowed a smile to cross his face as he gazed up at the sky to see the sun rising faster than it normally did. From the top of the stadium he could see a majority of the city of Manehatten, most of which was now burning and filled with screams of the ponies within. He chuckled to himself as he leapt off of the open stadium roof and landed in the center of the field, upon the tower that he had constructed over the night.

"Time to wake up, my two guests," the Beast said as he smacked the faces of the two ponies that he had ensnared in his webbing, causing them to groan as they slowly lifted their heads. "Because from how fast that sun is moving in the sky it seems that we will be having company within the hour, company that will require my two hostages to make some noise, preferably screams of pain."

"If you think I'll help you, you're wrong," Coco spat out with as much courage as she could muster, but the smile that spread across the face of the Beast dispersed the courage.

"Of course you'll help me. Because if you don't, I'll kill him," the satyr told Coco as he walked over to the second pony trapped within the webbing, a bloodied stallion wearing a suit that looked very similar to a spider, and smacked him across the face. The stallion woke with a start, groaning wearily as the pain returned. The Beast turned towards Coco and smiled at her once more, happy to see that she was glancing down at the floor with broken eyes.

"But even with the two of you hostage, that does not guarantee that the Ambassadors will cease their eventual attack," the Beast continued, knowing that he had completely beaten the will out of the two. "But perhaps when they see the broken hero that I happen to have entangled in my webbing, they will be more willing to listen to my demands."

"I'm...not the Spider, you stupid freak," Stonewall spat out as he moved his jaw as best he could despite the pain. "The real Spider...is still out there. He'll stop you."

"Really? Because last I saw of that fool, I had snapped his neck and left him to drown in the channel," the Beast replied with a smirk before he motioned to the three creatures that had been standing guard at the bottom of the metal tower. "But even if he did somehow manage to survive, these monsters will be the end of him. I've injected them with the same spider powers that fueled the Spider. He couldn't even defeat me with his powers. How could he hope to best them?"

"Otto...you killed him?" Coco asked as terror seeped into her soul, but before the Beast could answer Stonewall cut him off.

"This monster thought he did, but Otto survived. I talked with him just yesterday." Stonewall informed her before a blow from the Beast nearly knocked him out again.

"If he is alive, and I severely doubt it, then he is also without his spider powers," the Beast finished for Stonewall as he turned towards Coco, who stole as much courage as she could to glare at him. "The formula that I injected him with will have rid him of his spider powers, leaving him as useless as a regular pony. Even if he does come here to save you, he will simply be marching to his death."

"Then he'll die fighting you," Coco said, getting the satyr to raise an eyebrow before he smirked. "Because I know Otto, and despite the bluster and arrogance, he's a hero deep down. And since he's a hero, he'll be here to stop you. No matter what you throw at him, he'll make it through."

"Your faith in your friend is touching, but unrealistic. My monsters will rip your hero limb from limb and then I will bring down the Ambassadors when they show up," the Beast informed Coco, who spat at his face. The spit hit the mask, getting the Beast to shake his head before he turned his attention back to the stadium entrance.

"Why are you even doing this? Revenge? A desire for power?" Coco asked, but for a long time the Beast didn't say anything.

"Why? Because I want to show my genius to the world. To show just how far I have come on the path of evolution," the satyr replied with a calm smile. "And simply to create some carnage. That is all I care about."

"Huh, you're not like the other kind of villains, are you?" Coco asked. The Beast turned to look at her before he shot a strand of webbing around her mouth, silencing her.

"I am done with your prattle. While I have enjoyed distracting myself, dawn has finally shone on my day of triumph," the Beast said with a large smile, before he heard something and he whipped his head towards one of the exits of the stadium to see somepony walking towards them. The pony wore a suit made entirely of metal, a silver metal that shone brilliantly in the sun. The legs were completely armored and a helmet covered his face, but both Coco and the Beast stared at his chest, where a large, black spider drew their attention.

"So, you did survive," the Beast said with a smile as he gazed at his armored foe, who came to a stop at the edge of the stadium seats. The armored spider leapt off of the stands and slammed into the ground, shattering the concrete under the weight of his suit. "And you've come packing some heat. But it will not be enough. I know that you do not have your powers anymore. And without them, you are just a pony in armor. And I've dealt with plenty of those before."

"And you are nothing more than a villain, albeit one with some incredible powers," Otto replied in a metallic voice as he began to march across the stadium towards the Beast, his presence causing the monsters to snarl as he drew closer. "And I have outsmarted plenty of you."

"So you say. But here is my retort," the Beast began before he snapped his fingers and the monsters surrounding the tower lunged towards the armored spider. "Kill him."

Otto braced himself as the first of the monsters attacked him, slashing at him with claws colored like crimson. Otto grunted under the force of the blows, but the armor held up and prevented the claws from tearing through him. The armored spider grabbed hold of the monsters head and activated something within the suit, activating a function that caused his armored forearms to slam together at incredible speeds and obliterating the creatures head.

"What is this?" the Beast asked with some interest as Otto tossed the body of the monster to the side, before he was attacked by a winged monster that had the limbs of an insect. The monster wrapped itself around Otto and tried to pull him off of the ground, but with the weight of the suit and the spikes that erupted out of the hind hooves to anchor himself it was unable to move him.

Otto spun around and grabbed the winged insect, slamming it into the ground before he took aim at the back of the creatures head. His forearm shot forward and crushed the skull of the monster, leaving only one left for the armored spider to deal with. The last monster snarled as it slowly backed away, a warning sense going off in its head about the being before it.

"Well, isn't this something incredible," the Beast muttered with some interest as he leaned on the railing, watching as the armored spider clashed with his final monster. Even though it had the strength and speed of Spiderman, the mechanical suit that covered Otto's body was able to keep up with the monster blow for blow. Otto took a heavy hit to the side of the head that staggered him for a moment, before he took a swing himself and crushed the monsters jaw with his blow.

"That is quite the suit that you have created!" the Beast called down to Otto, who paid the Beast no mind as he tackled the final monster to the ground. He unleashed blow after blow into the creatures chest, knowing that his suit wasn't going to hold up much longer. With a bellow of rage he slammed his fist right through the head of the creature, causing it to fall over and allow Otto a moment to regain his breath.

"If your suit is able to go hoof to hoof with the monsters infused with your power, then it must be quite the scientific marvel," the Beast said with a laugh as Otto began to move towards him, gritting his teeth as he was beginning to feel the weight of the suit on his body. "But I wonder if that suit can save this entire city? Because, even if you manage to deal with me, there are still over five hundred of my creations out there tearing apart this city right now."

"Yes, but they are not here now, are they?" Otto asked the Beast, who lost his smile when he heard the tone in Otto's voice. "All of your greatest work is out there in the city, but right now you are alone. And I can't even say that you have a weapon or something here to protect you, because you have made it clear that the only way you can gain power is to steal it."

"I find that funny, Doctor Octavius, because from what I heard you have done the same, when you stole the body of the original Spiderman," the Beast replied with a snarl, but Otto smirked beneath his helmet as he continued his march. "But you didn't come here just to call out my tactics. What are you really here for?"

"To make you an offer. A challenge, I suppose," Otto said to the Beast, who raised an eyebrow in interest. "You are right in saying that I would have a great deal of trouble defeating your entire army. But I can best you. And you will have trouble conquering the entire world. Unless you have access to the technology that I wield."

"What are you asking for, Spiderman?"

"Simple: we fight. When I win, you call off your army. If you win, then this suit, along with all of my knowledge, is yours," Otto offered to the Beast, who placed a hand under his chin as he thought about it. "What do you say?"

"An interesting offer. But I still say no," the Beast replied before he hurled himself off of the tower and lunged at Otto. Otto anticipated the attack and swung an armored hoof at his foe, but with the reflexes of the Spiderman the Beast was able to propel himself off of Otto's hoof and kick him in the back of the head. Otto roared as he slid across the stadium floor, struggling to remain standing.

"Because I know that I can conquer this city and perhaps the world with my army. But you need me to stop my army, as it clear that you cannot!" the Beast roared as he kicked Otto in the chest, denting his chest piece while sending the armored spider skidding backwards. Otto stopped himself before throwing out two more punches at the Beast, who easily dodged them before slamming his face into the helmet of Otto.

"Your suit is indeed impressive, but without your spider powers it is only a matter of time before that tin can falls to my might!" the Beast laughed as he grabbed hold of one of Otto's armored limbs, tearing it clean off of his body. Otto snarled as he glanced down at the now armor-less limb, before looking up in time to take a kick to the head that put him down. The beast grabbed one of the rear legs and tore the armor clean off of Otto's body, forcing Otto to backpedal as he tried to get back to his hooves.

"I will admit that you definitely have all the characteristics of a hero. You never give up, you always find a way to keep fighting...and you never know when you are beaten!" the Beast reminded Otto as he slammed his fists into the chest piece, tearing it clean off of Otto's chest and exposing the black bodysuit that he was wearing underneath.

"But what impresses me even more is that you were able to build a suit like this in such a short period of time," the satyr said as he picked Otto up by throat and hoisted him into the air, where Otto tried to break free by kicking him limbs. "In one night you managed to create a suit that was able to kill the monsters that I infused with your powers. That shows me the true brilliance of you, Otto. If only you had stayed a villain, we may have been able to work together."

"We can still work together. You surrender. I throw you in jail. Win-win," Otto choked out with a smirk. The Beast glared in reply before he brought back a fist to finish off Otto, before a cloud of white smoke erupted from the back of the suit and enveloping the both of them within the smoke. The Beast growled as he felt Otto slip free of his grasp, before he looked around with a smirk.

"Is this your grand plan, Otto? Hide in the smoke and try and catch me by surprise? I have spider sense, you fool. You cannot-" The Beast was silenced when something slammed into his face and sent him flying out of the smoke and across the field, where he landed on his back and stared up at the sky with some surprise. He sat up and ran a finger across his face, surprised to see that the blow had drawn blood. He then looked up into the smoke to see the shadow of Otto moving towards him...but the pony was at least ten feet in the air.

"What in the...?" the Beast asked as Otto emerged from the smoke, striking the villain dumb as he tried to process what he was looking at. Otto had stripped himself free of all of his armor, leaving him in a black body suit with green trimming around it. But the suit was only an after thought as the Beast stared at the four, metal tendrils that were being used like legs to walk the doctor towards the Beast.

"My grand plan? You couldn't even begin to comprehend my grand plan," Otto said with a laugh as his metal limbs came to a stop, two of them lifting off the ground to reveal that they each had three clamps on the end of them. "But I will tell you this. It involves you, plenty of blood and a shallow grave that no one will ever find. Now, try and put the rest of the plan together. I'm sure you can do it."

"What...are those?" the Beast asked as he gazed with shock at the metal limbs, getting a laugh out of Otto as he held one of the tendrils in his hooves.

"These? These are one of the greatest inventions of one of the greatest failures to ever live. A villain that terrorized the whole word and held it hostage at one point," Otto said with a smirk as he pulled out a pair of sunglasses and slipped them over his face, a smile spreading across his face as he glare down the Beast. "Some called him evil. Some a genius. But everyone else called me Doctor Octopus."

The Good Doctor

The Beast snarled in frustration as he leapt out of the way of one of the metal tendrils, only to be swatted in the back by a second one. He flipped in the air and landed on his hooves, but the moment he did so a tendril wrapped itself around his leg and hoisted him back into the air, before slamming him into the ground repeatedly. The Beast kicked himself free of the tendril and leapt out of range of the metal limbs, whole snarling at the smirking face of the doctor controlling them.

"I will admit Otto that I did not expect this out of you," the satyr snarled at Otto while also trying to figure out how the metal limbs worked, all the while staying out of range. "I always thought that you were the one that would continue upon a certain idea until you perfected it. So why give up on your mechanical suit and try these arms? Because the suit was the only chance that you had to defeat me."

"The metal suit was impressive, even by my standards, but with these limbs you can say that I'm...going back to what has worked," Otto admitted with a smile as he slowly began to crawl towards the Beast. "The spider powers never really did it for, especially since they were never mine to begin with. But these artificial limbs? These right here have never failed me. Allow me to show you why!"

The limbs launched themselves towards the science reject who launched himself into the air to avoid the limbs. He began to fire webbing onto the limbs, trying to tie them together so that Otto would not be able to use them. But even as the webbing stuck the limbs together, Otto smiled before he pressed a button on his back. Energy erupted from the tentacles and incinerated the webbing, getting a snarl out of the Beast before he leapt back to avoid another strike.

While the two battled with each other, all Coco could do was watch from the sidelines with fear in her eyes. She had every faith in that Otto would win, but with the Beast wielding the spider powers she still feared for his life. But then she heard the sound of something moving beside her and she glanced over to see a tiny, mechanical spider beginning to cut away at the webbing.

'By now my spider bot should be cutting Coco free of the webbing,' Otto calculated as the tendrils moved him out of the way of a shot of webbing, but he found that unlike all of his previous battles with spider beings, he had almost been struck even though he was at a distance. 'But these limbs are not as efficient as the ones back on Earth. I can only hope they hold out long enough.'

But even as he thought this one of the limbs missed their target and sailed by the Beast's head, causing the satyr to smile before he slammed his fist into the metal limb. Otto snarled as the limb was completely severed, causing the top part to fall to the ground and wiggle for a moment before it went limp. Otto pulled back his tendril to find that it was sparking and beyond damaged, meaning that he was down to three of his metal limbs.

Sensing that Otto had been placed at a disadvantage, the Beast lunged forward and pressed his attack, forcing Otto to play defensive as he tried to dodge both spider enhanced strikes and the webbing that the Beast kept spewing at him. One of the limbs wasn't fast enough to get out of the way of a kick and the metal was dented by the force of the blow. Otto growled before the satyr grabbed hold of the limb and tore it clean from the metallic pack on Otto's back, forcing him to shield his eyes as sparks erupted from the pack.

"Seems that your tried and true method was not as strong as you believe," the Beast mocked Otto as the doctor lowered himself to the ground, switching his limbs around so that he was standing on his hooves and using the metal limbs as his weapons. "While they may have caught me off guard at first, I have adapted to them. Tell me Otto, did you ever best the real Spiderman with these limbs?"

"...no," Otto admitted before he thrust the two limbs at the Beast at the same time, trying to attack him from both sides. But just like all others with the spider powers, the Beast was able to moved out of the way before webbing the two limbs together. Otto snarled as he reached behind him and activated the energy, but the moment he did so the Beast fired a blast of webbing into Otto's chest with such force that the scientist was launched across the ground.

"Then what makes you think that you can beat me?" the Beast mocked Otto as he leapt out of the way of the limbs as they grabbed at him, leaping through their attack and closing the distance to Otto. He forced himself back up to his hooves just in time to see the satyr wind up a punch that held every last ounce of spider strength in it. Otto managed to retract one of his limbs just in time to take the blow for him, but even though the limb shielded him from the blow it also tore the metal limb clean from his pack.

"And then there was one," the Beast smirked as Otto scampered backwards and retracted his last limb over to him, teeth gritted as he tried to think of a possibility that would aid him in the battle. "But you haven't answered my question, Octavius. If your weapons failed to defeat the true Spiderman, then how can they ever hope to best me?"

"The same way I survived all of those battles with Spiderman. I find a way to prevail," Otto spat back as he glanced over at where Coco was, a smile crossing his face when he saw that the mare was practically free. The Beast followed his gaze and his eyes went wide when he saw the mare escaping from his webs, causing him to snarl as he took aim at the freed captive. Knowing that was how the Beast would react, Otto thrust his last limb at the Beast knowing full well that he wouldn't have time to dodge. That was until the Beast did dodge it.

"Fool. I have the spider sense," the Beast reminded Otto as he spun around and fired a shot that struck Otto in the side of the shoulder and sent him spiraling off to the side. He growled in pain as he tried to tear the webbing off of his shoulder, before realizing that the blow had knocked the pack off of his back. The metal limb lay motionless ten feet away from him, but as he glanced over his shoulder and saw the Beast charging towards him he knew that he needed to get to his arm.

A strand of webbing wrapped itself around his leg and yanked him away from his pack, swinging him around before slamming him into the side of the metal tower. Otto cried out in pain as he fell to the ground, where he could feel his bones blazing in agony every time he moved.

'Heh, haven't felt this kind of pain in a long time,' Otto thought with a smirk as he recalled the time he had his bones broken against Spiderman. He shook his head to banish the memories and he glanced over at the Beast to see him marching towards Otto, a smile of victory beneath his mask.

"You've been a worthy opponent, I will give you that much," the Beast said as he picked Otto up by the back of his mane and yanked him to his hooves, getting a growl of pain out of Otto as he glared into the masked face of the satyr. "But in the end, a fool that believes himself a genius can't beat one who is genetically engineered to be the best. Mind over matter, wouldn't you say?"

"You are right. You are stronger than me, more creative than me and...slightly less intelligent than me," Otto replied with a smirk that drew a laugh from the satyr before he wrapped his hands around Otto's throat. "But there is one thing I have with me that you will never have. Something that I have taken for granted for so long."

"And what would that be?" The Beast asked before a metal tendril slammed into the back of his head and sent the satyr flying across the arena, allowing Otto to fall over. Yet before he could hit the ground the tendril picked him up and pulled him over to the mare that was now wearing the metal pack, giving Otto a warm smile that he had come to expect from her.

"Friends. I have friends," Otto finished as he leaned against Coco for support, getting a snarl out of the Beast as he rose to his hooves and began to march towards the pair. But the moment he crossed under the tower that he had made a stallion leapt down from above and landed elbow first onto the Beast. He roared with rage as he swung an arm at whoever who had attacked him, only for his blow to be deflected by the stallion before he punched the satyr in the face.

"Hear that, Coco? All it takes to call us his friends is for us to save his life while the city burns!" Stonewall said with a laugh before he coughed in pain and walked over to the other two. The Beast slowly rose to his hooves with confusion on his face as he stared down at his hand, wondering what was happening.

"Those attacks...I wasn't warned about them," the Beast muttered as he glanced up at Otto, who had the largest and most evil looking smile upon his face. "What did you do to me? You didn't inject me with anything nor did you negate my powers! What did you do?"

"Beast...I have spent a majority of my life battling with the Spiderman. I have been beaten, bloodied, crippled and even killed in my battles with him," Otto admitted with a small chuckle before he removed his glasses and allowed the Beast to look into his eyes. "So you know that for damn sure that I have tried every trick in the book, every counter to him and his powers that I could to beat him. Now, I could never kill him as he had that infernal Peter luck. But you? You have no such luck. And because of that, you have lost."

"But you haven't beaten me! My monsters still roam the city, bringing down all that-!" The Beast stopped his ranting when he heard and explosion of magic, causing him to look up to see an alicorn the color of the moon fly overhead, firing blasts of magic down into the streets with a look of victory upon her face.

"Really? Because I don't hear those monsters winning anymore," Otto said with a small chuckle as he slipped his glasses over his eyes. "See, I may not have been the greatest of heroes when I was Spiderman, but from both my adventures as Spiderman and my time here, I have learned the value of allies. Such as these two you see beside me. Or the Ambassadors and princesses, who I sent a letter to a few hours before I confronted you. Telling them how to beat your monsters and what to expect when they attacked here."

"But why would they listen to you?!"

"They wouldn't listen to Doctor Octopus. But they would listen to the Spider. After all," Otto said with a weak laugh. "I hear that guy's a hero."

The Beasts eyes seemed to glow through his mask and he took a few more steps towards Otto, his seething rage blinding him to the fact that his body wasn't responding as well as it once was. "Do you think that any of this matters to me? I did not claw my way through dozens of my breather just to be beaten by an arrogant scientist that believed himself to be a hero! I will still find a way to prevail! I will create a thousand more monsters if I have to! I...I...?"

The Beast's body the shuddered before he fell to the ground, looking at his hands as he watched as his vision began to go blurry. He then looked up at Otto, who had a pained look on his face. But beneath the pain was an emotion that the Beast had never thought to see on somepony who was looking at him. There was compassion on Otto's face.

"What did you do to me?" the Beast asked Otto as he felt his whole body began to tremble, as his muscles stopped listening to him and he felt his strength draining away. Otto let out a sigh as he stopped leaning on Coco and he walked over to the Beast, sitting down in front of him and placing a hoof on his shoulder.

"That smoke that you believed that I used to simply blind you? It was a toxin. A toxin designed to kill anyone with spider powers," Otto admitted to the Beast, whose eyes widened with horror before he gazed down at his body again. "Parker was able to survive it thanks to his friends saving him and creating an antidote for it. But you have no such friends. And no such way to create the antidote. That it what I meant by you had lost. You lost from the moment you breathed it in."

The Beast gazed down at himself for a moment, before he threw his head back and laughed for a moment until the laugh turned into terrible coughing. "I see. So from the moment I took the spider powers for myself, I was already doomed. But then why did you hide for so long? Why not just confront me with the poison and kill me?"

"...Because you did win for a little while. When I was bested, I simply saw myself as the failure, as the hero that had only failed once again. I had lost the battle, my closest friend and my powers. I thought that I had lost everything," Otto said before he glanced over his shoulder at Coco and Stonewall. "But then a friend reminded me that it was not the powers that made me, but what I did with them. And it reminded me that I had already achieved so much before I ever had the idea to steal Parker's body and powers."

"I...see...but then why does the poison not bother you? I did not rid you of the powers, I only suppressed them."

"Because I know how to make the antidote," Otto reminded the satyr before gazing up as another princess flew by. "With great power comes great responsibility. Words that I will carry with me until I finally die. They defined so many moments in both Parker's life and my life. To use your powers for the benefit of others. To help those without the need for reward or thanks. To save lives...no matter what."

"A nice notion. But surely even you would not be dumb enough to save a monster like me."

"You are right. An intelligent person would let you die and be done with it. And I am an intelligent person."

"Then let me die. have your victory. You have finally proven that you are superior."

Otto then stared at the satyr for a moment before he slammed his hoof into the nose of the of the satyr, knocking him flat on his back and sending him off to dream land. As Coco and Stonewall walked over to Otto, he slipped a vial out of his pocket and emptied the liquid into the mouth of the Beast. After a moment his breathing eased and his muscles seemed to relax, allowing Otto to sigh as he stood up in pain.

"That was kind of you...saving him," Coco said as she walked up to Otto, resting her head on his shoulder as the two of them gazed up at the open sky.

"He is a victim of those who are so similar to me. A monster born from the desires of those who care nothing for life," Otto explained as he glanced down at his own hoof, a smile crossing his face. "But he was still a living being. He deserved to be shown mercy. And I have spent so much of my life simply taking. Simply acting out of my best interest. If I am to be the hero that they see me as...and to be the hero I wish for me to be, then it is time that I stop taking and learn to give."

"Y'know, for a moment there you actually looked like a hero," Stonewall said with a small chuckle as he walked up beside the both of them, joining them as the gazed at the sky, watching as the Ambassadors took down the rest of the army of monsters.

"I find that humorous. Because for a moment there, I actually felt like one."

"The superior hero?" Coco asked.

"...No. I do not wish to be the superior hero. I just wish to be a good one."

A Good Man

Two ponies stood in the ruins of a burned down boutique, both of them wearing somber expressions as the gazed at the ruin that used to be their home. Coco let out a sad sigh as she wiped a tear out of her eyes, while Otto wrapped a hoof around her should to comfort her. The two of them walked through the burned down rubble, finding a few pieces of clothing or a design that somehow managed to avoid being decimated, but the rest of the boutique had been lost to the flames.

"Hard to believe two days ago this place held dresses that Sapphire would have worn for the whole world to see," Coco said with a sad sigh as she looked over the remains of what had once been a place of business. "Now it's nothing but soot and ash. Practically nothing survived. It's all gone."

"Perhaps it was for the best. The mess within was so terrible that I considered burning it to the ground a few times myself," Otto admitted, getting a tiny smirk out of Coco before she realized that a wall was still standing. She recognized where the wall would have been located within her boutique and she gave Otto a look. "What? Did you truly believe that I would not make my laboratory fire proof? I was a very successful evil genius Coco and you don't get to that statues by ignoring the danger of fire."

"Of course you would. Let's see what's left of your stuff," Coco instructed. The two of them walked over to the wall and Otto pried it open, though with greater effort than before. He managed to pull the wall open to create a large enough opening for Coco and him to slip through. The two looked around to see that the room was completely untouched by flames, leaving Coco wide eyed while Otto walked over to his table.

"Ah, glad to see that my secondary pack managed to survive," Otto said with a smile as he picked up a red pack, which opened up to reveal four, red appendages that moved like the limbs of a spider. He then glanced beside the pack to see a small spider bot sitting beside the pack, which he picked up and flicked the on switch. The bot came to life and began to run around the room, until it spied Coco and crawled onto her back.

"So you made those giant spiders," Coco realized as the spider bot rested upon the top of her blue mane, settling down and letting out a small beep.

"They were designed to keep an eye on you and those who might get themselves into trouble," Otto revealed while he slipped the back over his shoulders, watching as the limbs extended and retracted a few times before he was satisfied.

"So you do truly care about me?" Coco asked with a coy smile as he walked up beside Otto and smiled up into his face.

"Coco, you are an intelligent pony. Figure it out for yourself," Otto avoided with a sly smile of his own before he saw Coco gaze around the room once more. "There is nothing else in here, in case you are wondering. No hidden lair or secret cloning facility. Though I wouldn't mind one of those."

"It's just...this workshop wasn't made of anything that the main building wasn't. But somehow it was completely untouched by the flames," Coco noticed before she gaze Otto a curious look. "You did something to this room? What was it?"

"A special formula of mine, that I coated the walls with," Otto said with a shrug as he walked over to a cabinet and pulled out a small canister, which he tossed to Coco. "It is completely fire retardant, meaning that even dead wood wouldn't burn if I applied this to it first."

"This is...incredible! How did you come up with it?" Coco asked in amazement.

"After the first three times Parker burned my secret lair to the ground I decided that I needed something to fight the flames as well as the Spiderman," Otto revealed before his face darkened. "Unfortunately for me, the material that I need to make it was rare on Earth. Or was too time consuming. Here though, there is more than enough to make the formula."

"...so what you're saying is that here you could mass produce it?" Coco asked, Otto catching something in her eyes that made him raise an eyebrow. "Otto, this could be an incredible invention. It IS an incredible invention. Think! If ponies had this, then they wouldn't have to worry about fires as much as we used to! Does it work against magical fires?"

"Are trying to insult my intelligence? Of course it does. I modified it for this world," Otto said with some heat before his curiosity took over once more. "I admit that I never thought to mass produce it...but what would it achieve? So it would stop a few more fires. You have magic and fireponies for that."

"But what would be more heroic, Otto? Saving ponies from a fire that burns down their homes...or never needing to save them because you gave them this?" Coco inquired to Otto, who gave her a small smile when he saw what she was getting at. "Not to mention that I'm certain that a pony that produced this miracle would be regarded across the world as both the smartest and the kindest-"

"You know how to hit all of my buttons, don't you?" Otto asked with a smirk, which grew into a genuine smile when Coco whistled innocently. "Very well, I shall consider it Coco. But for the time being we will need someplace else to stay, unless you are fine with living in the ruins of your old home?"

"No thanks. There are other places that I can stay," Coco said as she offered Otto her arm, shrugging with a sigh when he didn't take it. "Besides, Twilight contacted me and said that she would ask the princesses to pay for a new home and boutique for me. Since mine was burned down by a crazed supervillain. That's also their reward to you for stopping the Beast."

"How would they know about that?"

"Because I told them what you did. Not about the Spider, but about you using your intelligence to bring him down."

"I see. What became of our satyr friend, by the way?" Otto asked. "Surely they've thrown him in some prison right now, where he will most likely rot for a few months before breaking free and swearing his revenge on all that he believed wronged him."

"Actually, they're keeping him in a special laboratory, where they're trying to find out what the being that made him did to him," Coco corrected Otto before her eyebrows furrowed and she shook her head. "They haven't gotten much out of him yet about the being that made him. Only that he was dark, twisted and had a strange obsession with crystals. Weirdo."

"Yes, us mad scientist can be quite weird," Otto agreed as the two of them left the ruins and walked down the street, not sure where they were going yet. "But fortunately, there are those that see past our weirdness and see the real us...thank you Coco."

"For what?"

"For everything."

\( )//
//;::;\

There was only one pony sitting at the bar when Otto pushed open the door, a smirk crossing his face when he spied the stallion that he had been looking for with his elbows on the bar while he downed the cider that neither of them could stand. Without a word to him Otto pulled up a stool and sat beside the stallion, sighing when Beer Tap laid the same drink in front of Otto.

"I am glad that I found you here," Otto said to break the silence after then minutes of just sitting. Stonewall said nothing in reply. All he did was take another drink of his cider before making an expression similar to the one Otto made when he choked his drink down. "Because...I have to apologize."

"If the end of the world hadn't just happened, I would be certain that those words right there would have started it," Stonewall said with a smirk as he took another sip, getting Otto to chuckle slightly as he stared down at his own drink once more.

"I have been...cruel and unfair to you. I see now that beneath your idiotic exterior, your dull eyes that convey no intelligence and the fact that for the life of you you can't-"

"I thought this was supposed to be an apology?"

"Right. I wanted to apologize for all of my...attitude. You proved to me a few days ago that you are just as courageous as a real hero. And to thank you for your words, even if I did not hear them from you," Otto said, getting Stonewall to glance at Beer Tap, who averted his eyes and whistled innocently. "I did not need to be the superior, nigh unbeatable hero. I just needed to be a good one."

"And you always have been. Even though I hated your guts at first, when I figured out who was under the suit I realize that deep down you truly were a good pony. Even if it took you forever to show it," Stonewall said with a smirk. "But I need to thank you as well. You've helped Coco to be stronger, you've saved this city...and you helped me to see that ones past does not define their future. That we all can be better than we believed to be."

"And I have Coco to thank for that...and Peter to an extent," Otto begrudgingly admitted. Stonewall let out a small chuckle before he ordered another drink for the both of them, much to Otto's dismay.

"So have you thought about what you're going to do next?" Stonewall asked Otto.

"What do you mean?"

"I mean that your spider powers are still gone, right? So what are you going to do next?" Stonewall asked once more, getting Otto to look down at his hoof as the question echoed in his mind. "Because that suit that you built along with those metal limbs of yours looked pretty powerful. And they seemed more...you."

"Perhaps you are right, Stonewall," Otto admitted once more as ideas began to form within his mind. "Perhaps it is time for me to start being myself again."

\( )//
//;::;\

"This...was even better than what I could have hoped for," Coco admitted with eyes wide as she and her two friends gazed up at the massive entrance to her brand new boutique a few months later. The building was twice the size of the previous one, had massive towers around it that made it look like a castle and was painted like the night sky. It was a gift from Princess Luna. "I mean, it's even got my silhouette being used in a creative and artistic manner. That is so cool."

"Not only that, but I've gotten confirmation from some old friends that it's the largest boutique in all of Equestria," Stonewall revealed to Coco, whose eyes grew even wider at that statement. "Meaning that you are now the proud owner of the largest, and soon to be most successful, boutique in all of the world."

"This is too much for me," Coco said as she started to rock, but Otto caught her with a hoof and forced her to stay standing upright. "All the expectations...all of the orders that I'm going to get...it's going to be pandemonium."

"Well, fortunately for you that you happen to have a super genius and a former soldier to aid you with your tasks," Otto said with a laugh as he glanced down at his green suit with yellow trimming. "I would also like to add rich and very attractive to my description about that genius."

"What did I tell you? A few months of being used and already all of Equestria has you to thank for keeping fires down," Coco said with a smirk as she elbow Otto in the gut. "Now all they're waiting for is to see what the brilliant Doctor Octavius has in store for them next."

"I actually have a few ideas that may be able to improve this world even further. See, I have been studying your ponies magic and may have-"

"While I would love nothing more than to hear the two of you bore me to death with your geek talk, we do have a ceremony to be getting to," Stonewall reminded the both of them, sighing with exhaustion when they both gave him a blank stare. "They've finally rebuilt downtown and they're going to be having a ribbon cutting for the new buildings that were set up down there. We're going to be late."

"Feh, what do we care? We have a whole new building to explore. It might not mean much to you, but as I do not have a home I need to secure the best room in there for myself," Otto said to Stonewall in a very serious tone, but another elbow to the ribs by Coco changed his mind. "Fine, but if it's any longer than an hour I'm going to try taking over the city myself."

"Sure you would."

"I mean it, I would construct a-"

Otto's words were cut off as the three of them could hear the faint sounds of panicked screaming coming from off in the distance, followed a few moments later by the roaring of something that was neither pony nor human. Stonewall and Coco looked to Otto, who let out a sigh as he glanced down at his outfit.

"It was such a nice suit. Oh well. We shall meet up later. Coco, do not start giving out rooms until I have had the chance to look!" Otto demanded before he took off in the opposite direction. "And if Cherry shows up for our date early, stall her however you must!"

"Wait what?"

Otto raced through the streets until he found an alley that had neither pony nor any other creature within it. As he raced into it he tore his suit off of his body, revealing a black and green battle suit beneath. Four mechanical limbs erupted from the back of the suit and lifted him off of the ground, while a helmet unfolded from the pack that had been hidden under his suit. Otto grabbed hold of the helmet and prepared to slip in on, before something that caught his eye. Something that made him stop in his tracks.

It was a cracked mirror that rested up against the alley wall, but as Otto gazed into its reflective surface he found the form of Peter staring back at him. Parker seemed to be leaning up against the wall and gazed at Otto with an expression that the scientist couldn't read. But then Otto shook his head and turned to leave.

"I do not care what you have to say to me. The ponies need me," Otto said curtly before he glanced over his shoulder once more. Peter closed his eyes and shook his head with a slightly smile, before he opened his eyes once more and gave Otto a thumbs up. Otto blinked with surprise and a moment later Peter was gone, leaving Otto to simply be staring at his own reflection.

He then heard a cry for help and shook himself free of his thoughts, slipping the green and black helmet over his head as his limbs propelled him towards the source of the distress. 'Today will be a test run in two different ways. It will be the first testing of my new appendages as well as this battle suit...but it will also show me how I can handle being a hero without Parker's powers,' Otto thought to himself as he climbed up over a building overlooking the panic...where he spied some kind of centaur monster sucking the magic out of the ponies. 'But I have a feeling I'll do just fine.'

"Halt, beast," the pony in the suit snarled down at the centaur, who looked up just in time to take a metallic limb across the face. He snarled with rage before two more limbs wrapped around his legs, pulling him off of his hooves and sending him crashing into the street beneath him.

"What in the...who are you?" the centaur asked.

"Who am I? That is an easy one," the pony said as he pointed to the eight legged creature on his chest, before all four of his metallic limbs attacked the being all at once.

"I am Doctor Octopus."

Author's Note

Sometimes the costume is worn by different people, but in the end what it comes down to is who you are when you are at your lowest. That is what makes a hero. But now we move from a hero that had once failed but now redeemed...to a character that doesn't believe in redemption. For the criminals he hunts or for himself. Because he only believes one thing when it comes to criminals.

They must be punished.

The Revolving Door

With a flash of light and a gasping of breath, Octavius felt his senses rush back to him in what felt like a torrent of silver water. He sat up swiftly while breathing heavily, shaking his head slightly. A groan escaped from his lips as his vision started to come back to him, along with the memories of what had happened. The success, the failure, his final decision...all of it came flooding back to him.

'But that leaves me with a conundrum. I erased my very being from Parker so that he could save the city...and my Anna. So why am I still...?' Otto's question was answered when he lifted a hand towards his head, only to find that he no longer had hands. Instead he found himself looking at a horses hoof. Otto then glanced down at himself to see that he seemed to be in a horses body, with a tan coat and a brown mane, if the mane tumbling into his eyes was any indication.

The mind of the doctor began to try to comprehend the sudden change in his appearance. Eventually it decided on that he was in the afterlife. 'I am either in purgatory or in hell. Either would be sufficient for the actions that I have done. I suppose that I should investigate to see where I have been damned.'

His willpower returned with his senses and he slowly pushed himself to all fours, finding issues in standing. 'No, I am Doctor Octavius. Learning how to walk will no defeat me!' With his great willpower Otto found himself able to master his new body within a few moments. With his new body starting to obey his will, Octavius turned his attention to the area around him.

He was in a small, grassy field in the middle of nowhere. Yet he squinted his eyes to see that, off in the distance, there appeared to be buildings that reminded him of New York. He then heard the rumbling of thunder and looked up to see clouds overhead, not the godly being he expected to see in the afterlife.

"If this is purgatory or hell, then it is far different that what those charlatans would have the simple minded people of earth believe," Otto muttered to himself before lifting a hoof to push his mane back. 'Why was I placed into this body? Should I not be in my own body or a facsimile of Parker's? Or perhaps they stuck me in this form because I had no form of my own when I died?'

A small puddle off to the side gained his interest and he walked over to it, glancing down at his reflection to get a better look at his new form. 'I am indeed a horse, though my eyes appear to have taken on a more cartoonish nature and my proportions are all wrong. And what is that upon my flank? A tattoo of sorts?' Doctor Octavius pondered as he spied a picture of a brain with tendrils emerging from it on both sides of his flank.

'Feh, the sheer embarrassment of it all. That the great Doctor Octopus would have to be confined into the body of a beast of burden,' Doc Ock snarled as he began to think of dozens of ways to return to his own body. And then perhaps to his own Earth. Then the memories of what he had done and how he had died returned and his conscious put an end to those plans. 'If this is what fate has deemed fitting for my actions, then I suppose I can bear it for a while. But eventually I shall-'

A pain shot through the back of his skull and derailed his train of thoughts. Otto spun around the moment he felt the pain, eyes glancing in every direction for whatever had caused his senses to activate like that. He found nothing behind him, nothing except for a small saddle bag that he knew had not been there when he had first awoken. That was the second most interesting focus of the doctor.

'That was the spider sense,' Octavius realized as he rubbed the back of his head, having spent enough time in his foes body to know it perfectly. 'That means I have retained that power of Parker's. Does that also mean I have retained his other spider powers?'

To see whether his hypothesis was correct of not, Otto then leapt off of the ground with some of his strength. To his amazement he leap nearly seven stories before he finally started to descend. Yet even when he landed he felt no pain as his legs absorbed the impact effortlessly.

'Well, that answers that. Now onto the next question.' Otto then approached the bag, wary of its sudden appearance. But as the bag did not set off the spider sense, he assumed that it was harmless. He still braced himself when he laid a hoof upon the flap and leapt back when he flung the bag open. Yet while there were no traps or tricks within the bag, what Otto saw made him snarl in fury before he threw the flap over the bag once more.

'A prank and a humorless one at that,' Doctor Octavius decided before glancing to the side of the bag to see a piece of paper resting against the bag. The doctor picked it up and found that there were only two words written on the paper in an otherworldly, silver like color.

What now?

'An excellent question indeed,' Otto agreed as he crumpled up the paper while glancing around at his surroundings. 'I do not know where I am, only that I am in a new body and have somehow managed to retain Parkers powers. First I must focus on figuring out the where, then I can turn my full attention to the other questions.'

With no other landmarks to distract his focus, Octavius began to head towards the city that loomed on the horizon. Yet after a few steps his spider sense went off once more, but when he spun around he found that he was still alone. Only this time, the saddle bag was now upon his back instead of where he had left it. Otto turned his gaze towards the sky before scowling up at the heavens.

"You insufferable gods. Very well, I shall carry this until I can dispose of it proper.' Otto then began his walk towards the city, pondering over what kind of creatures he would find within the towering skyscrapers. 'Perhaps there are other creatures there that look the same as me. Will they be inferior to my intellect or will they be akin to an advance alien race...that is a foolish question. No intellect is superior to my own. I am the great-'

Once again the memories returned and once again Octavius found his conscious preventing him from finishing his sentence. The sky finally opened up and unleashed a downpour of rain upon the single pony, who cursed both his luck and the thunder god as he was quickly soaked to the bone. 'It seems that these memories and the guilt are not enough. It seems that heaven will continue to punish me as it sees fit.'

For nearly an hour he walked in the rain, finding new reason every couple of minutes to curse fate. But when he finally reached the city, he found to his disappointment that there was no one in the streets, be them human or pony. 'The rain must have cleared them all out. Seems whatever beings live in this place, they are not on par with New Yorkers.'

"ACHOO!...Wonderful. Even in the afterlife it seems that the limitations of the human body still persist," Otto grumbled as he wiped his much longer nose against his hoof, figuring that he had caught a cold from being out in the rain for too long.

The city did not impress the doctor, though he did concede that perhaps it was because of the downpour that the city did not impress. All he could see through the rain were numerous flickering lights through the buildings and every once in a while he believed that he heard voices coming from the rain, but he could not see the sources of the sound.

Eventually Otto found that he had to take shelter beneath a balcony, the only place where the rain didn't seem to touch him. As he leaned against the wall he wrapped his arms around himself, shivering slightly as the temperature continued to drop.

'This most definitely be hell or some form of eternal damnation. Because I should not have to suffer like...no. Considering my life, I should be grateful this is all that I am forced to endure,' Otto decided as he slid to the ground and let out a sigh, glancing down at his hoof once again. 'Why a horse, though? It is not like horses are animals that I did not care for. If the gods truly wished to infuriate me, they would have transformed me into either a spider or an octopus. Either of those would have been true hell.'

Otto did not know how long he rested underneath the balcony, but after a while he drifted off into a slumber. He was awoken with a start when he heard a scream, followed by the sounds of laughter that he knew all too well. It was a scream for help followed by the laughs of punks that preyed on the weak. He turned his head to the side to see another pony, a female by the sound of her voice, cornered by five different thugs.

'Either I am delusional from the cold or two of those horses have horns...and another has wings,' Otto realized as he gazed at the ponies. The mare continued to back away while still crying out for help, but Otto turned away with a sigh. 'I apologize, but I am no hero. That has been made clear. I would be of no help to you.'

Yet when the mare screamed once again, Otto felt a burning sensation in the back of his head. He was surprised for a moment, since guilt usually came from his heart, but after a few moments the burning sensation became more than he could bear. With a growl Otto pushed himself back up and walked over to the ponies. One of them turned around to see Otto approaching and he let out a laugh.

"Well looky here, another fly has wandered into our web? What's the matter chump, don't like-?" Faster than the horse could register, Otto slammed his hoof into the horses face and nearly took his jaw off. As that pony fell the others spun around to face Otto, who had already begun to move. He slammed his head into the face of another of the thugs, shattering his nose while dropping him. Otto moved like lightning to the third thug and kicked him in the ribs with enough force to shatter that thugs bones.

"What the heck his this guy?!" one of the thugs cried out before Otto was on him, wrapping a hoof around his throat and slamming the pony skull first into the wet cement.

'Spider sense!' Otto realized and he spun around to see that the unicorn was pointing his glowing horn at Otto's chest. Otto leapt up to dodge in a way that Spiderman had done hundreds of times before, but his new body didn't move in the same way and he felt something crack before pain flooded through his body. He crashed into the cement right in time to take a blast of energy to the chest.

Pain lanced through his body as he was hurled down the alleyway, where he crashed into numerous boxes and trash cans. A weak groan escaped Otto's lips as he struggled to push himself back up, but a moment later he felt an invisible force lift him into the air. He forced himself to look through the pain to see that the last thug standing was smirking at him, with his horn glowing the same color that surrounded Ocks body.

The pony threw his head to the side and Otto's body was slammed into a brick wall, cracking his bones as he impacted. Otto bit down hard to keep himself from crying out in pain before he was whipped into the wall opposite of him. He vision began to blacken as he crashed down onto the cement, pain lancing through him as he tasted blood.

Out of the corner of his eye he saw the unicorn's horn begin to glow once again and knew that he didn't have that much more in him. 'Another energy attack might finish me off. I need to end this now.' He felt his hoof brush against a trash can lid and a thought came to him. 'I may not have fingers, but if I still retain Parker's powers...'

Otto focused once more and felt his hoof fasten to the lid of the trash can. The moment it was attached he flung it toward the unicorn, who was unable to catch onto what Otto was doing until it was too late. The trash can lid slammed into the side of the pony's head, snapping it to the side slightly and giving Otto his opening. He pushed through the pain and lunged forward, driving his forhoof into the thugs face with as much force as he could must.

The strength of the punch caved in the thugs skull and a sickening crunch could be heard as he fell over without another sound. Otto crashed onto the cement next to him, panting heavily as the pain came flooding back. Otto then turned his head to the side to see the mare he rescued outlined in the pouring rain.

"A...little...help?" he asked her. Instead of helping him, she picked up her bag and ran off as fast as she could, leaving Ock alone in his pain. "I figure...that I deserve that one." Otto then crawled himself over to the nearest wall, leaning up against it as he clutched a hoof to his side and seethed with pain. 'My first day after I die and I very well might die again. Are there layers to this afterlife? Or am I simply going to suffer as a failure for the rest of eternity?'

Octavius decided to stop thinking and rested his head against the brick wall that he had become acquainted with, closing his eyes as the throbbing of the pain quickly blocked out his thoughts. The cold that had begun to take hold of him did not help matters and every few minutes he would sneeze, causing the pain to flare up once again. Time passed as he sat against the wall in the downpour, but while he didn't know how many minutes passed he did know at one point the rain seemed to stop.

'But I can still hear it, so why...?' he wondered slightly as he opened his eyes to find another pony standing over him, holding an umbrella over his head to keep the rain from falling onto him. She had a blue and white mane with a flower in it and there was a tie around her neck. But what drew Otto's eyes were the kindness that blazed in the mares eyes as she looked down at him, the kindness and the sympathy within them.

"Are you alright, sir?" the mare asked with sympathy in every word.

'I...haven't seen a person look at me with such kindness and sympathy...since...Anna...' Otto thought before he closed his eyes and everything went black.

Cat's Out

With gritted teeth Spiderman slid open the window the top room of Coco's boutique, slipping inside before collapsing to the ground. Pain flooded through his eyes as he pulled himself up and staggered against the wall, using it for support as the effects of the poison still burned through his veins.

'Fortunately for me Parker seems to have a healing ability along with the rest of his infernal powers,' Otto recalled as he pulled the mask off and staggered through the hallways, waiting for his spider sense to begin blaring incase someone decided to try and find out his identity. The place seemed quiet enough and he managed to make it back to his room without too much hassle. He fell onto his bed and closed his eyes, each breath coming in with a pained sound.

'Well today has been a complete and utter failure,' he thought to himself after an hour of pained rest, using his incredible will to push himself up once more to his hooves. He slipped out of the Spiderman suit, but to his annoyance the suit fell into three pieces when he laid it upon the bed. The bottom half was more or less in one piece, but the top half was practically shredded in half.

"Wonderful. I have that to add to the rest of my problems," Otto grumbled as he glanced at the mirror to see that the bleeding across his chest had indeed stopped, but the wound was still raw and fresh. "And I highly doubt that any of my excuses will work on Coco, as foolish as she can be. Perhaps I can sneak by her and raid that first aid kit that she has used on me...if I can keep this infernal pain from consuming my every thought."

Calculating the risk and figuring that he had a higher chance to succeed, Otto slipped off into the building. He remembered vaguely seeing the medical kit in the same room where Coco worked and he was gambling on her not being in her main place of work at the moment.

'After all, a smart person would be out speaking with the police about what happened and...I believe I have found a flaw in my plan,' Otto realized as he pushed open the door to the boutique and found Coco hard at work at the other end of the room, looking down over a sewing machine that had many different fabrics beneath it. Using what stealth he had Otto began to move across the room, spying the white and red kit leaning on one of the counters.

"So how did it go?" Coco asked him when he had made it about halfway across the room, her words stopping the scientist in his tracks. For a brief moment he waited with baited breath, wondering if she would turn around to see what had happened to him. "Come on, you race out of here with that crazy talk of yours and now you're going to stay quiet? That's not fair," she added one with a smirk, but she never looked up from her machine.

"It...did not go well," he admitted with as much control over the pain in his voice as he could make, slowly beginning to move towards the kit once more. "In my desire to...see justice done, I forgot a very crucial detail. I do not know where Cherry Bomb is. As such, I raced around for a while aimlessly until I realized my folly and returned here."

"Is that what happened?" Coco asked with a small nod as she continued working, Otto thanking his luck as he inched closer and closer to the kit. "Y'know Otto, I can't figure you out."

"Why do you say that?"

"Because you just said that you raced out in all that rage because you wanted to see justice done. Justice, I take it, against Cherry Bomb and what we think she did."

"Of course. Why does that surprise you?"

"Because honestly, I thought that you hated me," Coco admitted and despite his desire for the kit, Otto stopped in place for a moment. "You constantly mock my beliefs and goals, act like you're the boss around here and disregard my words completely and keep picking fights with the only other pony I can trust. With all that evidence, I'm sure that a genius like you could see why I came to that conclusion?"

"Coco..." Otto began as he realized that her words were true, causing Otto to sigh as he opened his mouth only to be silenced by a hoof that Coco held up.

"You don't need to apologize. Just because I've seen the bad doesn't mean that I haven't seen the good as well," she continued on, causing Otto to raise an eyebrow in confusion. "You did scare off Cherry that one time and you helped out the kids at the college. Not to mention that despite everything I said previously, you have helped me and my business. And that rage you felt towards Cherry when you found the state this place was in was genuine. You're a tough nut to crack."

"I...am that way because it is safer if you do not know that much of who I used to be," Otto said, trying to make sure that he kept out any details. "I have done many terrible things in my life that I wish to...move on from."

"You mean your life as a supervillain?"

Otto's heart stopped in his chest at Coco's words and for a long minute there was only silence between the two of them, broken only by the sounds of the machine sewing through fabrics. She then moved what she was working on to the side before picking up a number of ribbons that she began to shift through.

"I may be naïve and kind Otto, but I'm not an idiot. I've picked up on the hints that you've been unintentionally dropping," Coco clarified in a voice that was devoid of any of the usual cheeriness that Otto had become accustom to hearing. "And all of them point to you being a supervillain."

"How...?"

"First hint: the way you act. You constantly believe that you're better than everypony else and bark orders to us, like we're your minions. Then you get infuriated when we can't keep up with your brilliant schemes," Coco began without looking back at Otto, whose face was pale from both what he was hearing and the loss of blood.

"Of course, you might just be a jerk and not a villain. Hint two: your hatred for heroes, or in this case the spider," Coco continued on. "In Equestria, there are very few ponies that hate the Ambassadors of Harmony for their heroic actions. There are a few that do, but you take it to a whole other level. You loath the Spider, to the point of where you won't hear anything good about him. My theory is that the Spider is the hero that stopped you when you tried your take over the world scheme."

"You...are not wrong," Otto admitted, though he had different reasons for hating the Spider she was talking about.

"Final hint: You know how to build a giant robot and why building it is a bad idea. Who does that besides supervillain?" Coco asked as she turned to face Otto with a smile, but the smile faded when she saw the horrible damage that had been done to him. She gazed for only a moment before she raced over to the kit, picking it up before walking towards the stallion. "So, how does my theory sound to a genius like yourself?"

"It sounds like I haven't been giving you the credit that you deserve," Octavius admitted to her as she pulled out the disinfectant and bandages. "But now I have a question of my own. If you were able to deduce that I was indeed a supervillain in my past, then...?"

"Discord once tore down all of space and time to create a land of chaos, yet now he is one of Fluttershy's best friends. Starlight Glimmer actually went back in time to change the fate of Equestria several times and now she is a student of the pony that stopped her," Coco cut him off as she began to bandage his wounds, taking care not to make them too tight. "It's like I told you when we first met Otto, here in Equestria most of us believe in second chances."

"You were mean and cold, but I also saw the kindness in you when you stopped that attack on that pony. Despite everything that you've done...there's good in you, isn't there?" This time Coco looked up at Otto as she said this and despite wishing to Otto found that he could not tear his gaze away from the mare. "And I've seen the regret in your eyes whenever you speak of the past. You truly regret the things you did, don't you? So what changed you?"

"...the very same person that I hate. The Spider," Otto admitted in a near whisper. "To make a long story short...he taught me that with great power comes great responsibility and that I had a responsibility to use my gifts to help the world. Though in the end, I was blinded by my own arrogance to truly help others and couldn't even do that much right."

"I see...do you want to talk about the long version?" Coco asked, but when Otto replied with silence she nodded with a somber expression. She then finished wrapping up his wounds in silence before returning the supplies to the kit as she rose, returning to her station. "That's alright. As long as you're trying to make up for what you've done, I won't pry."

"You are a very kind soul. I have been unjust to you in my actions and words," Otto admitted with a bitter taste in his mouth before he looked down to see that his bandages weren't exactly applied by an expert. He corrected the positioning of the bandages before he walked over to Coco, slightly surprised to see that she was working on a new dress design. "Why are you so hard at work when there is a thief out there that stole your previous work? You should be seeking her out and reclaiming what is yours."

"Let her keep my old dress," Coco replied with such an intense rage that Otto was not certain this was the same mare that he had been talking to just a few moment earlier. "She wants to use that design so badly she can have it."

"But what about the competition?" Otto inquired.

"Don't you worry about that. I've worked up a new dress that improves upon my previous one in every single way," Coco replied as she picked up some drawings next to her with one hoof and showed them to Otto, who glanced over them with intrigue to see models that seemed to take her old idea and improve it further. "Imagine the look on her face when her model walks out with my dress and then Sapphire Shores comes out in a look that surpasses it in every way. She'll never be able to show her face again."

"So instead of exposing her now for her crime, you instead are waiting for when everyone's eyes are on her before completely decimating her chance at winning," Otto figured out and an evil smile from Coco told him that he had pieced it together. "For such a kind face and voice, you hold within you a darker side. Are you sure that you yourself were not a supervillain in your past life?"

"No, but I've sometimes wondered what kind of villain I might have become if Rarity and her friends hadn't helped me," Coco put forth before she slammed the items on to the table and resumed her work. Otto looked down at her with interest before he glanced around at the rest of the store, which was still in shambles from earlier. Deciding that he owed it to the mare, he walked over to where a broom and dustpan were, taking them both within his hooves before he began to clean, leaving the mare to her work.

"So...you do know the Spider, right?" Coco eventually asked the break the silence, after Otto had picked up about a third of the ruined area. "He was the hero to your villain, right?"

"You are correct. I know the Spider far more personally that practically anyone else that I have ever met," Otto confirmed for her, though he was intrigued that she would bring it up after she promised not to pry. "Why do you ask?"

"Because I was just wondering...what it's like to be a hero," she said, but Otto picked up that she was more thinking aloud than she actually was talking to him. "To save the lives of citizens, stopping villains and trying to balance your regular life with your superhero one. Can you imagine what that must be like?"

"It is a thankless job that only the strongest of souls can manage," Otto said before he could stop himself, causing him to glance over at Coco after he had spoken to see she was looking at him with interest. "There is a reason that not everyone with powers or genius is able to be a hero. Because not all of us are heroes deep down inside. No matter how hard we try to be," Otto added in a near whisper.

"Maybe. But I'd like to think that all of us could be heroes if we really tried hard enough," Coco said with a small smile as she gazed out the window at the sky, leaving Otto to shake his head slightly at her naivety before he resumed sweeping the floors. "Hey Otto?"

"What?"

"Do you think the Spider is cute beneath that mask?"

Without Great Power...

The ponies of Manehatten all gazed at the sky with wonder and awe as they watched a black cloud begin to form over the city. Most of them had been told of a thunderstorm that was supposed to take place later in the week, leaving most of the ponies thinking that there had been a mistake in the schedule. That was until a voice began to talk through the cloud.

"Citizens of Manehatten, I am called the Beast. And I am the one responsible for the attacks upon your city," the monster said as his voice thundered across the entire city, causing all that could hear it to gasp with terror. "For so long I have operated in the shadows, testing my beasts by sending them to attack you and the other cities of Equestria."

"But this place was different. This place has something that made it special. This city had a hero," the Beast said to the ponies, whose hopes rose for just a second at the mention of the Spider. "A hero that I killed last night. A hero that failed to protect you."

"So with no more hero to entertain me, I have decided that testing my monsters one at a time would be a waste of my time. So instead I will test all of my creations upon your city. All five hundred of them!" The ponies of Manehatten gasped as the Beast's laugh cackled across the city, while the black cloud continued to spread across the city.

"But what of the Ambassadors? Will they save us? The answer is no. See, the greatest thing about all of them gathering in one place is that it is easy to keep them busy. No doubt it will cost the lives of some of my most magic resistant beasts, but it was a sacrifice that I was willing to make. And even if they do beat my monsters, they tend to get...explody when they fall. I'm sure it will be a great surprise for them."

"But back to the matter at hand. If you want to survive my monsters rampage across your city and I can't see why you wouldn't, then you should flee from your homes and run to the lands outside of this place. If not, who can say what these monsters I've created will do to you? Perhaps they would be nicer if I had remembered to feed them at least once a week."

The ponies began to scream and race to their homes to gather up their supplies, the panic not helped any when the monsters that could fly began to screech at them and dive bomb some of the ponies in the streets. While the panic began the Beast watched from the roof of the stadium, a smile on his lips as he heard the ponies screaming even from the top of the stadium. He then turned and leapt onto the raised platform in the center of the stadium, landing right next to Coco.

"The Ambassadors will stop you. They'll get past your monsters and put a stop to your evil schemes," Coco said with as much confidence she could muster, but when the Beast turned to look at her she found her courage quickly evaporating.

"I bet they will. But it won't matter," the Beast said with a smirk as he turned from the mare and gazed down at his army. "I have the numbers. I have the fortified position. And I have all the powers of the Spider. Including that sense of his that warns me to any kind of danger. Twilight's magic? Can't touch me. Rainbows speed? Childs play. Today is the day that I prove the power of science, prove that true power lies in these monsters. And I'll prove it by tearing down the old world."

"You're just as crazy as all the other villains that tried to take over the world," Coco spat at him, but this time the Beast didn't bother to turn around. He simply gazed across his field with a smile upon his face, having waiting for this day for so long. He then glanced down at the webbing that came from his wrists, remembering how surprised his had been when he found that Otto couldn't actually create his own webbing.

Then there was the sound of commotion near the entrance to the stadium and the Beast glanced over with mild interest, assuming that a pony had been found sneaking in. But his eyes went wide in shock when he saw the red and black suit with webbing on it battling with his monsters, shooting some of them with a crossbow while stabbing them with a blade when they got to close.

"It cannot be," the Beast whispered and Coco's eyes went wide with joy when she saw the suit.

"I knew that he'd come to save me! I knew that you couldn't kill him!" she sang with confidence as the Beast narrowed his eyes at the Spider, trying to get a better look. "I hope you're prepared for the worst butt kicking that you've ever received, because now-"

"Answer me this, Coco? When did the Spider have a wing like a Pegasus that he was trying to hide?" the Beast asked Coco, whose eyes went as wide as they possibly could when she figured out who was really under the suit.

"No," she whispered in terror as the Beast turned back to his minions, pointing at the Spider with one finger and causing all of his beasts to begin to rush the costumed being.

"It seems that some fool wished to die a hero today. Very well, do to him what we'd do to the actual Spider!" the Beast roared as his hundreds of monsters swarmed the Spider, who held his ground as every single abomination attacked him at once.

\(0)//
//;::;\

The sound of the second hand moving across the clock face was the only sound in the bar, as all of the patrons that had been there merely twenty minutes ago had all cleaned out the moment the threat came down upon the city. All except for one pony, who sat at the bar with a glass of applecider in his hoof. He didn't drink any of the liquid, because he couldn't stand the taste, but he still felt the need to grip something tightly.

Beer Tap stood behind the counter, cleaning some of the mugs that had been left behind by the ponies that had bailed, slightly pissed about how all of them had left the bar without paying. He wouldn't have minded leaving himself, but he had promised as long as there was a patron willing to sit in his bar he would tend to them. And with one lost soul on the barstool before him, he knew that he couldn't leave yet.

"Quite the spectacle going on out there, isn't it?" Beer Tap asked the stallion, who said nothing in reply as he continued to stare at his drink. Beer Tap went back to cleaning his mug, but as he glanced over at the patron once more he found that he couldn't stay quiet. "Everypony else is trying to get out of the city. Yet you're here. Why's that?"

"Because if this city is destroyed, then I hope I am killed in the rubble," Otto replied in a bleak tone as he continued to stare at his drink and the bubbling liquid within. Beer Tap raised an eyebrow in response before he placed his glass down and walked over in front of Otto, waiting until the pony looked up at him before he began to speak.

"Now what could possibly bring about that kind of attitude? You sound as if the fact that these creatures that are attacking us is somehow your fault," Beer Tap said with a smile, but when Otto replied with a blank stare Beer Tap's smile fell. "I see. So what are you doing in my bar, then? If you're seeking your death, you'd probably have a better chance of finding it out there."

"If I go out there I may accidently help someone. And then they'd become an even bigger target," Otto said with a another smirk, before he took a drink of the cider and groaning in disgust. Beer Tap let out a small chuckle at Otto's words, getting the doctor to raise an eyebrow as he looked up at the bartender. "I'm sorry, does my disgust for your drink intrigue you?"

"Well, it's just...you're only the second patron I've had in here that doesn't like the applecider," Beer Tap reminisced.

"I do not care," Otto replied.

"He was a massive stallion, one that had seen a lot in his time and was constantly trying to show that his past didn't bother him," Beer Tap continued on, ignoring Otto's words. "Of course, when you only have one wing and a body covered with scars, it's kinda hard to say that you're past doesn't bother you anymore." The bartender glanced in his mirror to see that Otto had lifted his eyes in interest, though he was doing his best to hide it.

"Finally got the story out of him a few weeks ago. He was a soldier in Celestia's army, one of the best actually. But then one day his forces got split and he was left with a choice. Save his soldiers or complete the mission. Well, he did the latter and completed the mission, leaving his troops to die. He may have lost a wing in the process, but he completed his mission."

"So did she reward him for his heroic actions?"

"No. She fired him on the spot," Beer Tap replied, causing Otto to raise an eyebrow slightly. "She was horrified that she had left his own troops to die like that. He was shamed and cast out into the world. He would have most likely drowned out there if not for the kindness of a mare."

"Coco," Otto whispered under his breath.

"She had been burned a few times on past partnerships, resulting in her not trusting many ponies. But an ex-soldier seemed trust worthy enough and she decided to give him a chance. She's given a lot of other ponies chances. And so the soldier worked with the mare, at first just working for her because it was a job, but over time he came to kind of view her as the daughter he never had. He saw the potential the desire to improve in her and decided that he only wanted to help her achieve her dream. No matter the cost."

"You say that like it's supposed to matter to me. I know who you are speaking of and I could piece together this story myself," Otto said with as much rage he could muster as he glared at the floor, but it sounded hollow and false compared to what he normally sounded like.

"Maybe. But now we get to the meat of the story. See, while I may have wormed this story out of him a week ago, he actually came in here not long before you," Beer Tap revealed, causing Otto to turn his head towards the bartender. "He was wearing a funny suit that made him look a lot like a bug and he also had a look in his eyes, like he had made piece with death. He came in here, ordered a drink and talked to me for a while."

"See, he was having a dilemma. He knew that he needed to help somepony precious to him, but he know that if he tried it was most likely that he would die. He told me that the pony that actually owned the suit had given up and wouldn't be able to help him. So that he might have to be the hero."

'I know I may have said to him that he would be a better Spiderman than be, but I truly did not believe that he would wear the suit,' Otto realized with some terror filling up his heart, knowing that he may have doomed a pony that had aided him to certain death.

"But then he told me that he wasn't a hero, that even if he had the suit he wouldn't be able to last long. It wasn't only that he didn't have the power to save her, it was that he didn't have the heart to stop the villain. That the only one that could had given up, even when he was still this city only hope."

"Then he was wrong. Because that hero was never a hero to begin with," Otto snarled before he tossed his lungs at the bartender, who caught the mug without spilling a drop of the cider within. "He was a fool trying to act superior to a true hero, when in reality he was the inferior one all along. And now not only is he not the hero everyone says he is, but he also doesn't have the power to help. Once again, he has failed them."

"I suppose you could see it that way, if you're a glass half empty kind of way," Beer Tap agreed. "Or you could see it as a person that, even though he knew he wasn't the true hero, still went out of his way to save the ponies of this city. He still fought the monsters, the criminals and those that tried to hurt those here. He didn't have to. He isn't a hero after all. But he still did it, even when he wasn't the real Spider."

"Did he tell you that too?" Otto asked, smirking when the bartender nodded. "Of course that fool couldn't keep his mouth shut. Maybe he did it because he still felt guilty for his past mistakes."

"Or maybe he has a soul and couldn't sit by and watch as evil tried to harm others," Beer Tap replied as he turned away from Otto. "So yeah, right before you showed up he pounded down the rest of his drink and went off to fight that unwinnable battle, he said one last thing about that friend of his that thought himself a failure."

"What was that? About how much he hated me?"

"No, actually. How did he put it again? Right. All that fool was concerned about was how he failed, how he wasn't superior. But as he left the bar he said "He may not have been the superior hero, but he was a pretty damn good one in my books. He actually cared for others, unlike most. He's a real hero...and here's hoping I can have a fraction of his courage"."

"Wait a moment...he really said that about me?" Otto asked with some amazement.

"I'm starting to think that you're the only one here that doesn't believe that what you've done is heroic," Beer Tap replied. "But you keep comparing yourself to the other Spider, the one that you believe to be the pinnacle hero. Being a hero isn't about being who is the best. It's about helping others. And you have gotten that right."

Otto placed a hoof on the table and thought about what Stonewall had said about him, never noticing as Beer Tap placed the drink that Otto had thrown in front of the stallion once again. "Maybe you should stop comparing yourself to Peter, to beating yourself over how you'll never be the hero like him. Instead, you should be asking yourself a different question. Will you continue to look at the world as glass half empty?...Or will you realize it's not the powers that make the hero, it's the person with them. The person that chooses to continue to help even when they feel they have amounted to nothing."

"Wait a moment...you just said person," Otto noticed.

"I guess I did. So what will it be, Otto? Is this no longer your problem that you've failed? Or are you going to set it right?"

'He is right. Perhaps...I have been beating myself for my past actions for too long,' Otto realized as he stared at his own reflection, for the first time not seeing the image of Parker looking back at him. 'But without my powers, this battle is...powers. The powers that belonged to Parker. The powers that the Beast now has. But I am Doctor Otto Octavius. When have I ever needed powers to prevail?!'

Otto rose from his chair and pounded down the rest of the cider, wiping away the remains of the drink as his brain began to fire on al cylinders. His eyes blazed like an inferno and his face was set like stone. "Now that's a look I haven't seen in a while. Gotta plan?"

"Hundreds, actually. But all of the plans require the same material," Otto said as he glanced over at the bartender. "I need metal. A lot of it. And some thread to make a new suit."