A Superior Hero

by MetalJrock

Rating: teen
Tags: Crossover, Human, Main 6, Gore, My Little Pony: Friendship is Magic, Alternate Universe, Sad, Other, Drama
Length: 27419

Otto Octavius finds himself with a second chance to redeem himself. Will he take it or will he fail again?

Superior Spider-Man spoilers ahead.

Following the Goblin Nation, Otto Octavius had erased himself from Peter Parker's mind, deeming himself a failure as a hero and Peter the one true Superior Spider-Man. But suddenly, he awakens in Equestria with no idea as to how he got there.

With a second chance to live, spider powers, and his costume will Otto become the hero he wished to be, or will the memories of his past haunt him from continuing the legacy of Spider-Man in Equestria?

Published 2016-12-25 05:50:01 UTC
Last updated 2017-06-08 01:11:22 UTC

Second Chance

"Ow..."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

His Spider-Man costume.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"O-Okay..."

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

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

"Otto?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Hey, mister!"

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

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

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

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

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

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

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

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

"It is for the better." Otto insisted.

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

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

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

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

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

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

"Indeed I do."

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

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

Removing his mask, Otto spoke, "Yes."

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

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

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

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

"Why not, darling?" Rarity wondered.

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

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

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

"Who?" Pinkie asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note

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

Merry Christmas everyone!

Arrogance

Twilight turned her head to the sound of footsteps, knowing who it was that finally awoke. A smile was seen on her face as Otto groggily made his way upstairs, "Good morning, Otto. Did you sleep well?" she asked curiously.

Otto did his best to keep his eyes open, bags seen underneath them. "What does it look like, mare? If you must know, it is a complicated story, but yes in a way I did gain sleep." he said. He saw the unicorn sitting on a table with food handed over by Spike, who looked proud at the moment as he sat down as well.

"Okay..." Twilight hummed awkwardly. The unicorn turned her head to get a glance of the many books. "So, Otto. What did you do back on your world?"

The stallion sat down, grabbing a plate of food. "I am a man of great intellect. I was a scientist." he revealed, "I used my mind to achieve many things as Doctor Octopus and Spider-Man. If it weren't for me, Parker wouldn't be living with a PhD and his own company so he should be thanking me, if he is competent enough to run it in the first place." he added.

'Parker is a capable Spider-Man, but his dual life always gave him problems. It would be a miracle if he could balance both Spider-Man and Peter Parker at the same time.'

The unicorn raised a brow, "You study science? Funny, I like to learn more about magic."

Otto wave a hoof, "Magic? Back on my world, magic is a common concept thanks to the gods and aliens that have been there countless times before. But I am a man of science, I'd rather use that instead of magic." he dismissed.

"Otto, magic is the very foundation of Equestria. Friendship is even a form of it." Twilight elaborated.

Shaking his head, Otto responded, "So, what you are telling me is that in this world, friendship is magic? Don't bore me with the details. Now you are going to say you sing about your feelings in a dramatic and orchestrated manner." at Twilight's silence, Octavius slammed his head on the table.

"Why am I here?" he whispered inaudibly.

"I heard that." Spike called out.

Unfortunately for Octavius, Twilight heard him as well. "It won't be so bad, Otto."

'So bad? I am trapped in the body of a horse, stuck in a cartoony world that looks like it exists in the mind of a five year old. There is definitely nothing bad about that for me.' he thought sarcastically, narrowing his gaze upon hearing Twilight's words. But he chose to bite his tongue and hold any further comment to himself.

Octavius attempted to pick up a fork, but it kept slipping out of his grasp, "Blast it! How do you live without the use of fingers? I didn't think I needed my powers to do something as simple as picking things up, but..." he grunted, doing as he just mentioned to pick up the utensil and beginning to eat the salad Spike made.

"Well, I have fingers so I don't have to worry about that. Twilight and Rarity have magic. Then again, I'm not sure how ponies without horns can lift stuff up." Spike said, "You have any idea, Twi?" he asked the unicorn, who shook her head.

"I wish I had an answer. It seems to be an innate ability us ponies seem to have." Twilight deduced.

Rolling his eyes, Otto grumbled, "Wonderful. Nothing in this world makes sense. That's just what I needed to hear."

'Let it go, Octavius... If you are to live here it would be better to accept what fate has given you.'

Grunting, Otto's Spider-Sense suddenly went off, prompting him to flip off his chair on instinct. A rainbow blur sped into where he once sat, crashing into the table. The stallion spotted a familiar cyan mare lying in the mess she made. "Why have you interrupted our breakfast, Rainbow Dash?" he asked in annoyance.

Rainbow shook her head, "Yeah. Sorry about that. I was flyin' around and kinda crashed in here while trying to do a trick and I kinda wanted to see if you were able to show me your powers firsthand. Sorry about the mess, Twi." she apologized.

"It seems you are a lot clumsier for one called the fastest flyer in Equestria. How were you able to come flying through one of the lone windows of this tree and crash in here? Rather foolish of you I would say to test me anyhow." insulted Otto bluntly.

The pegasus growled, "Are you calling me dumb?"

"Ah, so you caught on." Otto responded.

Rainbow poked Octavius' chest, "Listen, Otto. It was an accident. I'm not here to get insulted by a stallion who tried to take over the world and seeking pity." she saw Otto scowl at that, "Yeah, got any snarky response to that?"

"Rainbow Dash." Twilight scolded.

Swiping her hoof away, Otto replied, "Says a lot coming from a mare with a mane that I can reference a candy with. In fact, for your foolishness, I will call you Skittles until you take that comment back."

"What does that even mean? I'm not taking that comment back until you apologize, Otto!" Rainbow shouted.

Otto turned his head, "Very well, Skittles. It seems we have reached an impasse."

Spike sighed, "Come on you two. Just make up already. There's no reason why you're arguing."

"I'm with Spike on this one." Twilight said, "Rainbow, there is no need to force Octavius to use his powers to hang out. Otto, there's no need to insult Rainbow for what she did. So just apologize and move on."

"I have dignity, Twilight. I will not have my powers be used as a toy for Rainbow to play with whenever she gets bored if I wish otherwise. If I am to be a better Spider-Man, then it starts with using my powers for the right moments. Even if I wish to show them off." Otto replied before glaring at Dash. "Something you cannot understand, it seems. My powers are too great for you to understand anyhow."

'Rather hypocritical of me to say, I'll admit. But if I have learned anything, it's that I should at least start.'

Rainbow groaned, "Sorry, Twil but if he wants to have friends, then he's gotta learn that insulting them is not how you talk. So, Octavius. You. Me. Outside. Now. I can totally take you down."

"If you say so, Skittles." Otto replied with an arrogant smirk.

"What the heck is a skittle?" Spike asked curiously.

Rainbow guided Otto, Twilight, and Spike to the outskirts of Ponyville, where no one would be able to see Octavius in his Spider-Man costume. "Are you sure you want to do this, Otto? I can convince Rainbow to change her mind." Twilight said.

"No need to, Twilight. I too was once arrogant. And I still am in a way. Think of this as a lesson. One I intend to teach proudly to Rainbow Dash. If I am to be here, I will teach her that I will not have my powers or her abilities be used for fun, but only for when it is necessary." Octavius replied, putting on his mask.

'Now I am truly starting to sound like Parker. Although I am now relunctant to have these powers, if I am to use them it will be for when the time calls for it. I am through showboating around with them.' thought Otto, adjusting his webshooters. 'No matter the fool, I will not allow her to fall down the same path as I did. Even if I never truly learn the lesson. Some teacher I am.'

"So, Otto. You ready to get your flank taken down by the Awesome Rainbow Dash?" Rainbow bragged, descending from the sky.

Spider-Man rolled his eyes under his mask, his lenses unmoving. "If you think you are capable of such an act, Skittles, then go right on ahead." he replied kindly, crouching down.

Rainbow was the first to attack, the cyan mare rearing a hoof back to punch him. Otto used his Spider-Sense to duck down, avoiding the mare's attack. 'If there is one thing Parker was a fool for, it was holding back the abilities he truly needed. His powers made him a lot faster than he shown himself to be.'

Flying forward, Dash managed to hit Spider-Man's barrel, surprising him. The wall-crawler responded by backflipping, kicking the pegasus in the stomach, forcing her to land. "No fair, Otto!" she grunted, holding her sore spot.

Spider-Man rolled back on his hooves, "This was your idea. You wanted to see my powers and you're going to witness first hand... hoof what I am capable of."

The webslinger hopped up, performing a divekick, but Rainbow flew out of the way right as his hindleg met the floor. His Spider-Sense tingled right as Dash tackled him, throwing him on the floor in surprise, "Score one for the Dash!" she boasted.

"Are you always this annoyingly arrogant, Skittles? Now I see why Parker disliked me." Otto grumbled, lying on the floor. He stretched out his hooves and shot some impact webbing in the mare's direction, trapping her hooves onto the floor.

"What did you do?"

Spider-Man grabbed her and swung her around, "Webbing. Thick enough to keep you still for me to do this!" he yelled, throwing her onto the side of a tree, an apple falling on her head. Now angered, Rainbow moved and uppercutted Otto, launching him in the air.

'For a pony, she can actually pack quite the punch. Much to my displeasure of course. I must end this ceaseless battle.' thought Spider-Man, getting his bearings at last. He landed on a knee, absorbing the impact of the fall easily.

"Woah. That was actually cool." Spike admitted.

Using more webbing, Spider-Man kept Rainbow still while she struggled to move in the gossamer pile. "You will stop here if you know what is good for you, Skittles." he warned, marching to face the pegasus, no attack planned after he kneed her in the face.

"Go ahead, Otto. You win." Rainbow sigh in defeat.

Otto removed his mask, "You idiot. I'm not trying to prove myself better than you. I'm trying to stop you from making the mistakes I once made." he revealed.

"What are you talking about, Otto?" Rainbow wondered.

Standing on his hindlegs, Octavius crossed his hooves, "Arrogance, miss Dash. You are like me in a way. Too prideful for their own good. I wanted to teach you a lesson, but I am not the man to do that as it would be rather hypocritical of me to do that. So I'll just leave you with advice"

He sighed, "My pride got in my way times before. It led to the near destrution of the world countless times. Even as Spider-Man, I allowed myself to think blindly, that everything I did was for the better, even if no one else could see that. New York and those close to me nearly paid the price as a result. So, if you wish to perish at the hands of someone you wish to be better than, go right ahead. I'm trying to say don't pester the wrong people with that damn ego of yours. Be lucky that I am capable of holding back."

Rainbow blinked as Spider-Man removed the webbing, "Woah, Otto. I didn't think you were capable of being that deep."

"I'll consider that a compliment." Otto replied with a small grin. 'Some friend, Octavius. Watch as you forget the very advice you gave her. A damn fool you are if you are to be spewing things like that.' he thought to himself. 'Watch you provoke the very next thing seeking to be your superior.'

Nodding, Rainbow looked at the ground, "Hey, Octavius... Sorry about trying to tackle you like that earlier. When I saw you use your powers against that yeti and taking it fown, I thought you were trying to steal the spotlight from me, ya know? I wanted to prove I was better than you. I guess I am an idiot, huh?"

Otto shook his head, "I should be the one to apologize. I insulted your intelligence. It seems you are smarter than I gave you credit for initially if you were willing to hear me out. Trust me, I have done the same thing as you against the original Spider-Man time and again."

"Heh. Hey, I know that you don't want to show off your powers... But how about this? A secret sparring session between you and I every now and again away from the town? Think of it as training?" she offered, putting a hoof on the stallion's shoulder.

Otto paused, 'I don't know... Perhaps she could learn a thing or two as well. Teach her how to use her abilities to her fullest potential. After all, I am someone who wishes to see potential utilized like those younger X-Men or Sun-Girl.' he looked at the mare, "Very well, Skittles. I accept your offer."

Rainbow replied, "Awesome an- hey! I thought you were gonna drop that nickname!"

"I think I will keep it." Otto decided, seeing Rainbow huff before flying away with a friendly wave.

Twilight smiled, "Wow, Otto. I'm impressed. I guess you're really changing after all."

"In due time, Twilight." Octavius responded with a wave of his hoof, "Have you doubted me?"

Shaking her head, the unicorn answered, "No. But I'm glad to see you following your word."

"Yeah, that was pretty cool of you." Spike complimented, "You gotta show me how those webthings work." he said.

"Another time, dragon. For now, I wish to rest."

Nearby, a dark orb with a black aura hovered, watching Octavius, 'Interesting. This Otto Octavius pony seems to have powers unlike anything I have ever seen. He will no doubt be a nuisance in stopping my return.'

The being sighed and moved slightly, 'Very well, I guess I shall send another one of my minions after him. The yeti failed to eliminate the Elements of Harmony thanks to Spider-Man. I didn't anticipate his arrival the first time, I'll admit.'

'But let's see if Spider-Man can continue to protect this town. Very soon, I will return, and all of Equestria will be mine, starting with the demise of him and the Elements.'

Study Session

Otto places the book on the shelf, 'So, it seems I have caught myself on most of the history of this world it seems. It was not a lesson I was anticipating, but if I am to become a pony, it was a smart decision to learn how this world came to be.'

'Quite the bizarre world I found myself in. This land was once protected by a great wizard and two princesses, the latter seemingly alive today somehow after more than a thousand years... Yet the book claims them to be gods, something I cannot agree with, despite their supposed abilities to mess with the natural orders of day and night cycles. That is something worth looking into for future reference.'

Octavius sat down to continue thinking, 'It claimed that the night princess, Luna, grew bitter toward her sister because she believed nobody to enjoy her night sky and became a demon known as Nightmare Moon. It was then the day princess, Celestia, banished her to the moon for a thousand years... Quite the uprising.'

Looking at the shelf, the scientist pondered, 'There were quite a few threats in this world. The spirit of chaos, Discord, who was supposedly trapped in stone again thanks to the Elements of Harmony, something else I will look into. Queen Chrysalis of the changeling race, driven away by Princess Cadance and Shining Armor. There is Sombra, who was recently destroyed in the Crystal Empire, and the being known as Tirek should still be in Tartarus to this day.'

Standing up at last, Otto yawned, looking at the night sky out the window, "I have been at this longer than I thought. Very well, I should probably rest for the night. I have done enough learning for the time..." he began to walk to his room to wrap things up for the day, but a knock on the door got his attention first.

'Who could it be at this time of day? Twilight and the dragon should still be sleeping. Feh, I guess I'll see who dares to disturb us at this hour.' he groaned inwardly.

With nothing else to do, Octavius opened the door, spotting a pink mare on the other side. He rolled his eyes, 'Oh, of freaking course. Of all the company to have it had to be the pink one.'

"Hi, Otto." Pinkie greeted.

Otto's eyes drooped, "Why are you at this time of night, Pinkie? Some of us wanted to get some sleep."

Nodding, Pinkie continued, "I know, but something was bugging me. Why do you call yourself Spider-Man? I mean, what is a man?"

"A miserable pile of secrets..." Otto muttered under his breath, referencing something he can't quite place. 'Oh great. It seems I adopted Parker's constant need to spew references.'

"So, I was thinking about changing your name." she pointed out. "I was thinking... Spider-Mane!"

Octavius gritted his teeth, "No offense, Pinkie. But I will stick to using Spider-Man. The name doesn't roll off the tongue in my case. Perhaps if you were talking to Parker, he would agree to the name change, but he isn't here. So, I will stick to Spider-Man."

"Stick to? Ha, spider pun." Pinkie chuckled.

Slapping a hoof onto his face, Otto groaned, "Damn it... Let it be known, Pinkie, that I am just Spider-Man. Not Spider-Mane, not the Superior Spider-Man. Just Spider-Man." he dismissed.

"Okie dokie lokie, Otto!" Pinkie cheered, bouncing away, prompting Octavius to close the door.

'That was a bizarre venture. Let it be known that I tolerate nuisances like her and Parker. But something tells me I'll be seeing more of her.' he sighed.

Making his way to his room, Otto looked at the supplies that came with him when he arrived in Equestria, hoping to do a recountnof what he had aquired. 'Let's see. My costume... Still in good condition and obviously fitting on account of my new form. The fire gauntlet, designed for symbiote threats... And yetis it seems.' he mused, taking a glance at various functions of his suit.

'Of course, there are the webshooters... I am afraid I maybe running out of webbing. If only I can find a way to replicate the formula required for my version.' he ran upstairs, grabbed a couple of books and began to wonder what he could use. 'I am not sure if Equestria has the proper materials needed to create the webbing, but I will do my damnest to recreate the cartridges.'

He turned page after page, looking over what he needed in order to create the formula. 'Hm. It may not be as advanced as my version of the webshooters, but if I can gain the necessary tools to at least start with what Parker had when I was in his body, then I will consider it good enough.'

Otto flipped a page, looking over the many materials that existed. 'Just as expansive as Earth. Perhaps I can find some polyisoprene and a bonding agent to ensure that the materials sticks and doesn't dissolve when I use the shooters. Or I can find a way to make artificial silk if there is such a way here.'

'Hmph. It seems I may have to wait for morning in order to begin hunting for web fluid materials, it seems.' he lightly yawned, 'No, Otto. You are not sleeping now. Not until you can figure out how to create the formula. After all, what if something happens that requires webbing?'

The scientist turned his head to the mirror, seeing a reflection he knew all too well. "Why must you pester me now, Parker? First the pink one now you... Ugh. What is it?" he asked, wondering why his predecessor's memories revealed themselves once more.

Peter shook his head, 'Come on, Otto. Look at what you're doing. You're too focused on being Spider-Man, pushing aside everything else. You know, it wouldn't hurt to be Otto Octavius without worrying about the other identity. Back on Earth, you pushed everyone aside to focus on being a hero and because of that when they needed you, you weren't around to protect them.'

"You speak as if I am doing that now. I have the time to devote into ensuring the costume is able to push on and fight any threat without any hinderence." Otto explained, holding up his mask, "In fact, very soon, I wish to upgrade the lenses."

'Look, Octavius. I may only be a remnant in your mind, but even I can tell you're avoiding them. Why is that? They want to be your friends, yet you pushed Pinkie away earlier.' Peter wondered.

Octavius gritted his teeth, "I grew tired after Rainbow's little incident yesterday. I had been studying for hours on end hoping to learn about this world and I wanted to come down here to see if I am able to be Spider-Man without any malfunctions to my suit, then she decided to interrupt me at such a late hour. Plus, she didn't seem to be so offended." he said.

'You know what I mean, Otto. She decided to come all the way here to give you a neat little nickname. Which I kinda like. It's goofy, but it makes sense given you're a pony.' Peter chuckled.

"How are you a manifestation in my brain again? You are as childish as the real Parker." Otto grumbled at the reflection.

Peter raised a finger, 'I'm as childish as you remember him. This one's on you.'

"Snarky as ever. Is there any other reason why you're here other than to spew unfunny nonsense?" grumbled the scientist, planting his head on the table.

'I only came to warn you not to repeat what you did on Earth. Because what happens when the six need you and you're not willing to listen?' he asked before fading away, leaving Octavius to his own devices once more.

'I do not need him lecturing me everytime I do something... I am my own man. I am not sure why my own brilliant mind would create such a feeble thing.' Otto grumbled.

Some more time passed as Otto studied, him accidentally asleep headfirst on the table. Images flashed back in his head, bringing to mind his greatest failure.

The Superior Spider-Man perched himself on a gargoyle. He could hear the screams and laughter that echoed across New York. 'Going by all available data... I, Otto Octavius, the Superior Spider-Man, have achieved my goal. By targeting and destroying every major crime syndicate I have effectively ended crime in New York.'

'So why is the city laughing at me?'

Spider-Man screamed, "This can't be happening! It's not possible!" he wondered, his Spider-Bots not tracking any crime, despite seeing otherwise, "But the city's burning! I can see it!" with no other option, he swung away.

"Spider-Island! Come in!" he ordered, trying to contact he secret base, to no avail. He landed on a rooftop, able to see the Brooklyn Bridge and seeing the source.

"No... Osborn."

'All this time it was you. And you want me to know. Not that it's just you, but that it's over and you already won.'

"That's right Otto!" Green Goblin called out suddenly, surprising Otto even further.

'Wait... This isn't how I remembered it.' Spider-Man realized, swinging after Osborn. He noticed a familiar short woman hanging on a rope underneath his glider, which the end was held by his hand. 'This must be a strange dream. One I intend to stop.'

"Anna Maria!" Otto called out.

The Green Goblin chuckled, "That's right, Otto! Chase after me! See what happens!" he commanded.

In silence, Spider-Man leaped after the Green Goblin, hoping to stop him once and for all. Otto tackled the Goblin, bringing the glider down with his weight. "Ah ah ah, Otto! Think about the girl here! She could possibly..." he paused, dropping the rope, "Oops!"

Without hesitation, Spider-Man dived down, aiming a webline to Anna, who fell without a scream. As the two neared the ground, the line nearly connected...

Suddenly, Otto snapped awake with a small scream, sweat pouring down his face. He held his head, 'What was that...? That wasn't how I remembered that day. No, I chased and tracked Osborn, Parker got his body back... She should be safe.'

Getting up, Otto looked at his costume. 'If it is morning, then I will seek what I need.' a familiar tingling sensation rang through his head, "The Spider-Sense? Why is it going off now? I just woke up!" he groaned to himself.

He grabbed his costume and stormed up the stairs, putting it on in a hurry. "Twilight? Spike! What the hell is going on?" he asked, seing nothing major happening.

"Otto? You alright, dude? You look like you saw a ghost." Spike wondered worriedly.

Shaking his head, Octavius looked at the drake, "That part is not important dragon. You see, I have a sixth sense Parker and I call the Spider-Sense. It allows me to detect danger."

"A sixth sense? That is fascinating." Twilight gasped, "Can you figure out what it is?"

"No, mare. That's why I came up here!" Otto snarled.

Rumbling was heard, alerting Octavius's Spider-Sense again. He looked outside, his mask over his head. His eyes widened at what he saw. '"Of all the things..."

A dragon was rampaging around Ponyville, destroying buildings and releasing fire breath. 'Dragons... I am brought to a world of ponies and have fought a yeti and I can add dragon to the list. Parker would be losing his mind if he were here.'

The Spider-Man

Twilight tried to light up her horn in a panic, but nothing happened. She tried again, focusing all her energy on her magic. "Huh? Why isn't my magic working?" she asked worriedly.

Spider-Man sighed, "It appears that this dragon somehow found a way to nullify your magic sources."

"But dragons aren't capable of doing that. At least, I never found a way to do that." Spike said while crossing his arms.

Otto looked out the window again, "Hmph. I see. Then that means there is an outside source interfering and possibly brought the dragon here instead."

"But why would a dragon come here? They usually mind their own business!" Twilight shouted.

"Bring me Spider-Man!"

Otto groaned, "I do believe that answers your question. Rainbow Dash will no doubt want to fight this creature so I will see if she is willing to help. Since your magic is gone for the time, you should ensure the safety of Ponyville."

"O-Okay, Otto. But first chance we get we're coming to your side." Twilight insisted.

Spider-Man hopped out of the window, 'That's the last thing I need. I prefer to operate on my own.' he thought, swinging outside to chase the dragon. He hopped onto the roof of a building, where he faced the giant creature's back.

Deciding to get its attention, Spider-Man kicked it, not harming it but only proving to be an inconvenience at worst. Otto backflipped back onto the roof with ease. "So, you wanted me. And it looks like I'm right here. Do your worst, creature." he ordered, slamming his hooves on the ground in determination. 'I am fighting a freaking dragon... Parker owes me for all of this. Of course I probably inherited his infernal Parker Luck as he called it'

The dragon smirked, "Spider-Man... My master wished to end you personally. But you are a lot weaker than I took you for. Heh, this will be easy."

"If it were so easy, you would shut up and face me." Otto declared, hopping into the air.

Doing as instructed, the dragon lowered his claw, attempting to slash Spider-Man. The wall-crawler ducked underneath the swipe and shot a web-line onto one of the spikes protruding off the back. He swung off, using his momentum to kick the dragon once again, making it take a small step forward.

"I'll admit. That hurt."

Spider-Man reared a hoof to punch, but the dragon shook him off, making him fall through a wall. Shaking the cobwebs out of his head, he jumped again. "You sound surprised." he bragged, "Now explain your presence, dragon."

The one thing Octavius noticed about the dragon were its eyes. They were pitch black, a seemingly powerful dark aura pulsing through him. "Ah, you seek an explanation. Typical of heroes like you. My master seeks your destruction, Spider-Man." he revealed, clenching his clawed hand into a fist. "My name is Kragonn. And it will be the last name you ever hear."

Spider-man scoffed, "Very well, Kragonn. Your master made a grave mistake bringing you here. If you may oust his name that would be wonderful."

Kragonn laughed, flapping his wings to knock Spider-Man back. "I cannot reveal who he is. That would ruin the surprise... Especially for..." he began, using his fire breath behind a building, bringing a cyan pegasus out of hiding. "The wielders of the Elements of Harmony." he boasted out loud.

Rainbow growled, "Ya better leave if you know what's good for you." she warned.

Spider-Man backflip-kicked Kragonn in the jaw, making his head rear backwards. "You will not hurt anyone as long as I'm still standing you annoying dragon!"

"I shall change that then." Kragonn chuckled darkly. He inhaled, releasing fire breath across the city. Otto's eyes went wide, activating his lenses sensors.

'Nopony here in the general area. Good, that gives me the chance to go all out.' Spider-Man thought, turning his head to the dragon.

Rainbow Dash sped across the dragon's head, punching him at every opportunity. She uppercutted Kragonn's chest before driving her forehooves into his stomach. Determined, Rainbow performed a kick that moved the dragon backwards slightly. "See? This is why monsters shouldn't come to Ponyville. They gotta deal with me." she bragged, crossing her hooves in midair.

As fast as he could, Spider-Man pulled Rainbow back with a line of webbing, saving her from the fire that neared her. Otto scowled at the pegasus. "You're welcome. I shall handle the dragon on my own terms from here."

"Hold on, dude." Rainbow ordered, "You got to take down the yeti on your own last time. I wanna help ya this time. And you won't change my mind about it." she decided.

Otto groaned, "For crying out loud... Fine. But do not get in my way." he warned. "And do not get yourself killed out there. Remember what I said yesterday. The last thing I need is to see your friends grieve because you got too confident."

Rainbow saluted, "Alright, Spidey!"

'I still have to get used to getting called that. Let's see if I heed to my own advice.'

Spider-Man leaped, driving his hindlegs into Kragonn, who smacked him away with his giant hand. Otto crashed back first onto the side of a house. While Otto tried to get back to the battlefield, Rainbow Dash flew around the dragon, distracting him for the time being while he tried to swat the mare.

Suddenly, a webline appeared on his talon. Kragonn didn't expect Spider-Man swinging directly to his chin, bringing his hooves and painfully punching his head. Cracking sounds were heard as the two collided, making Rainbow cringe at the sound. "You alright, Spider-Man?" she asked with some concern.

Otto landed, holding his hoof. He moved it, hearing a small crack. "Yes. Do not worry about me. My powers allow me a faster healing rate then most people." he assured, recovering quite fine. "It is Kragonn you should check on."

"You got lucky, bug." Kragonn hissed, holding his sore chin.

Hopping up again, Spider-Man slammed his hooves directly into Kragonn's chest, making him fall onto an empty building. Otto stood like a bug on a giant. "Spiders are arachnids, simpleton. Get your terminology right if you think you stand a chance against me." he corrected, scowling under his mask.

"What happened to no arrogance, Spidey?" Rainbow asked.

"I wish to make a correction for this fool." Otto explained, looking directly at Kragonn.

Otto sighed inwardly, 'I couldn't help myself. It seems like Parker and his constant need to throw out terrible jokes, my coping mechanism when stressed in times of battle is to be as boastful and arrogant as possible. Some things never change it seems. Perhaps, it's for the better and I don't spew nonsense like my predecessor.'

"Heh. You think you have me beat." Kragonn inhaled. Spider-Man's Sider-Sense tingled and he leaped as high as he could, shooting a line of webbing at Kragonn's face. While he was blinded, Rainbow flew downward, bringing her hooves directly into his stomach once again, making him gag.

Kragonn growled, getting back up. "You can't stop me, Spider-Man and Rainbow Dash... My master has given me power beyond anything you've seen and with the magic in this town nullified, it is a hopeless battle for you."

"Compared to other beings I've faced. You are nothing in terms of power and threat level." Otto declared, shooting more webbing into the dragon's eye, distracting him again. "So far, I'm disappointed. Why would your master send a lackey like you instead of facing me. He is a true coward."

Instead of reaching for the gossamer, Kragonn released his fire blindly, aiming it wherever. Otto's eyes went wide at the sight of a bunch of ponies running away, unable to escape in time. Without thinking, Spider-Man and Rainbow lowered themselves, tackling the family and moving upwards to safety as the fire neared them. The fire barely missed Octavius as he used swing the child upwards while Rainbow grabbed the parent to safety.

"Rainbow Dash?" Derpy asked.

"No time to explain, Derpy. Get Dinky to safety! The two of us will stop the dragon!" Rainbow ordered. The grey pegasus nodded and gestured for her child to follow. Dinky was released from Otto's grasp, waved him goodbye and sprinted off behind her mother.

"Alright, Spidey! Let's get back to work!" Rainbow shouted. But Otto was noticably more silent than usual, his head hanging in anger. She could see him shake. "Otto?" she asked with some concern, unable to see his real emotions.

'A child... He nearly burnt a child and her parent alive. If Rainbow and I were not there to watch, they would have perished due to my recklessness. He will suffer for his insolence.' Otto thought, rage overtaking every other emotion. Rainbow put a hoof on his shoulder to get his attention, but he swiped it away in anger.

"Aw, what's wrong, Spider-Man? Did I upset you finally? Why aren't you boasting like you did to the yeti my master sent? Honestly, this should have ended long ago." Kragonn boasted, insulted Spider-Man, unaware of what he's thinking.

Kragonn crossed his arms, "I should end you right now--"

"Shut the hell up you poor excuse of a living being!" Spider-Man yelled, jumping after Kragonn. He punched the dragon faster than he could react, surprising Rainbow with his speed. The giant creature staggered backwards in pain, nearly falling onto another house as a result of Otto's attack.

While he was in midair, Spider-Man drove all four of his hooves downward directly into Kragonn's skull, cracking it slightly. The wall-crawler flipped off and kicked the dragon in the back with a powerful move, pushing him forward. "You waste of space! You nearly killed a child!" he snarled, uaing a web-line to flip back onto the dragon's head.

"How did-" the dragon studdered, wondering how Otto was able to move so fast.

Spider-Man grabbed one of the dragon's horns and used it as an anchor for a web-line. He swung off of it and slammed his hooves directly into Kragonn's cheek, making his head snap to the side. Getting his bearings, Kragonn attempted to grab Octavius, but Spider-Man used his Spider-Sense to swiftly dodge the attempt. "Do not dare tempt me anymore, Kragonn!" he practically screamed, bouncing off of the dragon's clawed hands.

"You dare insult me?" Kragonn scoffed, landing a scratch on Octavius, who was launched onto the roof of another building, breaking it as he landed hard.

In response, Rainbow finally decided to come back into the fight to attack the dragon. "Pathetic." he yawned, trying to grab Dash, who was too fast for him. Rainbow responded by bringing her hooves into his back while she flew as fast as she could, pushing him with a force powerful enough to move and make him fall facefirst onto the grass.

From below, Twilight, Spike, Rarity, Applejack and Pinkie watched the two batte the dragon. "Should we do something to help?" Rarity wondered, "If only we can tell how they're faring."

"We're practically useless in the fight without our magic." Twilight reminded the white unicorn.

Fluttershy spoke up, "Um... As much as I wish to help, that dragon looks too strong..."

"Aw, c'mon Flutters! That dragon is no match for the Stare." Pinkie called out.

"No. He might be. If it can nullify magic..." Twilight began to say before Applejack cut her off.

"Then what are we supposed to do, Twi? I can't just sit here while Otto and Rainbow are riskin' their lives to fight off that darn thing!" she shouted.

Back with the fight, Spider-Man got back up, crouching down as he readied another attack. Tears were seen on his costume and his lenses were cracked slightly, exposing an eye. At that point, Rainbow could see his anger.

The hero leaped into the air again, pushing Kragonn with his front hooves, pushing him onto his back when he finally got back up. "I will make sure you cease to exist by the time I'm done with you!" he snarled, facing the dragon.

Kragonn attempted to get up, but Otto decked him right in between the eyes. "No! I'm through toying with you! You will answer for what you did!" he yelled. He punched Kragonn again, making him bleed through his scales.

Spider-Man continued to pummel Kragonn without mercy. "You dare show up here! You dare to harm me and my friends with the intent to kill and you nearly murder an innocent family! A creature like you shouldn't deserve to live after that!"

"P-Please... Spare... Me." Kragonn pleaded.

Punching him again, Otto scoffed, "Spare you?! You come in here to kill us and you expect mercy?!" he couldn't believe what he was hearing and he continued to punch the dragon, "A monster like you should perish in obscurity!" he raised a hoof, revealing one of the artificial talons. "Now you will see for youself why I am superior..." he began to say, seeing the dragon shiver in fear.

"This is what happens..." he continued, rearing his limb back, intending to kill.

"When you cross the Spider-Man!"

"That's enough!"

Spider-Man looked behind him, seeing the Elements of Harmony glaring at him. He panted as he lowered his hoof and narrowed his gaze at the six ponies. "What is it?"

"Look at him, Spider-Man." Twilight pointed out.

Doing as she said, Otto turned to Kragonn, seeing his beaten, bloody face. His hoof covered in blood as well. His eyes grew wide at the sight, "N-No... Not again..." he gasped. He held his head in shame, looking at thr ground.

Hopping off the unconscious dragon's body, Otto recalled what happened early on in his career as Spider-Man. Or, the many things cruel things he's done. 'It's a repeat of what I did to the so-called Sinister Six and Boomerang... And Vulture. He got me upset and I vented it all on him, nearly killing him in glee.'

"I-I'm sorry..." Otto whispered to the ponies. Even the bystanders gasped at what he done. "Like before... I failed. I told you, I'm not a hero. I believe myself to be something worse... A monster." and with that he swung away in despair, leaving the dragon to suddenly vanish, surprising the Elements.

"Um... What did the dragon do?" Spike asked.

"I-I'm not sure, Spike." Twilight answered.

Rainbow said, "He mentioned a master. He probably took him away from here. But forget about that, we should check on Otto." she whispered the last part.

"He looked very upset." Rarity realized.

"We should. I can only hope we find him soon." Twilight decided, running after Otto.

Old Habits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"I see..." Otto hummed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note

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

Amends

Otto leaned back on the chair. He decided to follow Rarity back to her Carasoul Boutique, where he decided to clean himself up. The scientist removed his costume at the unicorn's insistence, where she decided to fix it up real quickly, "I told you you didn't have to worry about it. I can fix my own costume thank you very much." explained the stallion, glancing at his broken mask.

"If you are like you say you are, then you are not used to using a pin needle without fingers." Rarity reminded him, using her magic to lift her own needle to begin sewing the costume back to normal, grabbing some yarn.

Otto cursed under his breath, 'She is right. Even as a human I was not known to be a master at sewing. Feh. I will accept this challenge after today. I will learn how to sew and prove that I am capable of mundane activities even without fingers!' he declared in his head, looking at a reflection made in his black mask lenses.

Rarity smiled, "Luckily this shouldn't take too long, dear. Just give me a few moments."

"Fine. In the meantime, I shall tend to my mask." Otto responded. He wondered how he was going to go about fixing the cracked lenses. After all, as far as he knew, Equestria was limited in its technological resources. Upon further inspection, he noticed that the functions of the lenses still worked and that just meant he needed the materials to patch them back together.

'Perhaps I can find a metal with aid from someone here. It won't be too hard to fix the eyes after all once I obtain what I need. Luckily, the function of the mask still works, so I won't have to worry about that for the time being.'

Sometime passed, and Rarity levitated the spandex, making sure that all the holes were cleared. "Here you go, Octavius!" she called out, snapping the scientist out of his small trance. Shaking his head, Octavius stood and looked over the suit. "I didn't change the design like you requested so it should be good as new."

Otto pursed his lips, "I'll admit. You did well. You did not touch the metal pack on the back, correct?"

Rarity waved a hoof, "Of course I did not, Otto. As a favor, I ensured that I didn't dare mess with the suit. Why? Does it do something specific that I should worry about?" she wondered.

Shaking his head, Octavius spoke, "No. It's nothing terrible, it's just something I installed in the suit. Which I surprisingly haven't used since I arrived in this world and completely forgot about. I should see if it still works when I find the spare time." he put the costume in his hooves, putting it on again.

"I see... I hope you like it."

Sighing, Otto spoke, "...Thank you, Rarity. I'm not one to say those words often. I am surprised by the hospitality you all have given me since I have arrived. It is quite strange that a man of my... given past is able to--" he was cut off by the white unicorn raising a hoof.

"Don't be down on yourself, Otto. You have shown that you can change from your... colorful past as you describe it." Rarity assured, earning a soft smile from Otto, who's mask was for the most part fixed, his eyes still exposed through the cracked lenses. "And I felt that as a new hero and Equestrian, I will fix your costume if necessary."

"I-I do not know what to say..." sighed Octavius. "Now if you excuse me, I must tend to the mask and web fluids I use." with a wave he walked out of the boutique.

After some quick looking around Ponyville, Octavius managed to find some metals that would suffice to fix his lenses. While he was looing over the tools he needed, a memory flashed back in his head. The time when one of his so-called friends tried to reach out to him. One of the first who noticed the change in Spider-Man's attitude.

It was very early in Otto's tenure as Spider-Man. Before he figured out Parker was trying to take his body back. It was a very strange day, like any other for him at this point.

New York was being attacked by giant spider monsters. The Superior Spider-Man was willing to fight them off on his own, in fact he felt he was doing quite fine on his own.

That is, until a small team of mutants showed up. They were members of a team known as the X-Men. Wolverine, Storm, Beast, Iceman, Kitty Pride all showed up to aid in the battle. Otto disliked the mutants for the term in which they underwent, Homo Superior. As he believed himself to be the true superior being.

To spite Wolverine, who had begun to agitate him, Otto took down one of the monsters down, very differently and more ruthlessly than Peter ever would. He could remember what he did the following moment, something which he both felt was deserved and unneeded.

"Aaand done. You're welcome." Spider-Man bragged, landing on the ground after having beaten the monster.

"You! Get over here!" Wolverine yelled, putting a hand on Otto's shoulder. "What the flamin' hell do you think you're playing at?!" he grunted loudly to Spider-Man.

"Wolverine..." Spider-Man stated calmly.

Then, suddenly, he uppercutted Wolverine's jaw, causing him to spit blood as he moved backwards. "Don't you ever touch me!" he warned, delivering the punch.

Logan tried to give Otto a left hook, which Otto swerved back to dodge. 'Wolverine attacks with all the ferocity that Peter Parker's memories tell me he would. He keeps his claws sheethed, perhaps out of some sort of misguided idea of friendship.'

'His savageness, his speed...'

Spider-Man slashed Wolverine with his claws, cutting his face, 'I do not return the favor.'

Wolverine wiped the blood from his mouth, 'Ever since the day they met, Wolverine has annoyed Parker. I see it all... The condescending tone, the snide remarks...'

Leaping in the air, Otto delivered a powerful jumpkick, making Wolverine spit more blood as the foot collided with his face, 'I simply will not have it.' he thought. 'I am stronger. Faster. Smarter. Superior in every way.' he remembered boasting.

Grabbing Wolverine's throat, Spider-Man continued his assault, 'And it is well past time...' he thought, slamming the back of his skull on the ground, breaking the street as he did, 'That I showed him.'

"Otto?"

Snapping back to reality at the sound of the voice, Octavius turned around, the strange memory leaving his head. "Oh, hello dragon. Twilight." he greeted with a quiet sigh.

"The name's Spike. You can call me that." Spike corrected.

Twilight took a seat next to the scientist, "I see you made this your lab as well." she observed, seeing all the tools, research books and materials placed all around the cellar.

"Yes. I see you made that observation. Anything else obvious you wish to tell me?" Otto wondered, his gaze never leaving the metal and his mask eyes.

Rolling her eyes, Twilight continued, "Well, at your request, I told Mayor Mare of your presence and she wishes to properly introduce you to Ponyville as its protector."

'Mayor Mare...' Octavius mused, 'Most men, like Parker, would laugh at the pun of the name. Fortunately, my more mature personality allows me to be reserved.' he spoke up, "Very well, it will take me a little while longer until I fix the mask. How much longer until this so-called introduction takes place?"

"By sunset." Twilight revealed.

Octavius resisted the urge to slam his hooves on the table he was working on. "Curses! That's not enough time to fix this suit up. I cannot have any form of me be exposed. The last thing I need is to be discovered in this world."

"Why is that so bad?" Spike asked.

"Back on my world, it was important for Parker and I to keep our identities secret. To protect those close to us. If our identity were to be revealed on Earth, that made anyone who is associated with us to be a target." he discussed, 'And for some strange reason, I feel as though that has happened to Parker before... What am I saying, it's not like he somehow erased everyone's minds to forget. He is not capable of such an act.' he thought.

Twilight raised a brow, "But here you wouldn't have to worry about that. Nopony knows who you are."

"Of course I know that. But the prospect of being Spider-Man means gaining enemies. I cannot afford to have a threat show up while I am unprepared. That is beneath me." Otto explained.

"How about we help you then? With the three of us on this you should be done by the time of the meeting." Twilight suggested.

Otto raised a hoof, "I do not need help. Unlike sewing, I am still able to use my intellect to create the technological aspects of the suit--" he paused. 'Then again... Perhaps just this once wouldn't hurt. I am in a hurry after all.' he talked again, "Very well, Twilight. You may aid me just this once."

Smiling, Twilight used her magic to lift the materials that Otto needed. Spike held up the books. Octavius smirked, looking at his reflection, seeing Parker's ghost give him a thumbs up, 'Why does he always do that to ruin the moment?'

Despite what Otto initially thought and even though he wouldn't admit it. He quite enjoyed having someone involved in his Spider-Man affairs. He and Twilight bonded over their gifted intellect, the scientist surprised to hear that she was a student of Princess Celestia as well as an Element of Harmony. He and Spike even cracked a few jokes together, and showed that Octavius still has a soft spot.

"So, Otto. What do you think?" Spike asked.

Spider-Man nodded, his costume on again, "Let us go."

"Mares. Gentlecolts." Mayor Mare began, her voice echoing through the microphone of her podium. Ponies in the town gathered around, all wondering when they get to meet the hero that saved them twice before from monsters.

The mare raised her hooves, "For the past few days, we were introduced to a new hero. We are grateful for what the Elements have done, of course, but when they weren't able to save the day, a new hero stepped out of the shadows."

"He offered to introduce himself formally to Ponyville through a message. So, without further ado, meet Spider-Mane!" Pinkie smiled upon hearing her name she gave him. Octavius's friends all waved at the wall-crawler, who waved back.

Crouched on the roof of city hall, Spider-Man hopped onto the stage. "The name is Spider-Man. But if you wish to ponify my name go right on ahead." he gagged sarcastically, 'The name seems so... Goofy. Like something Parker would use if he were in my situation.'

"Spider-Mane has stopped the yeti and the dragon known as Kragonn when the magic faded from the town." Mayor Mare elaborated, gesturing to Otto.

'Yes. Get my name wrong. It seems sarcasm doesn't work well in this dimension.' Otto thought, standing on his hindlegs. "Yes, I am well aware of what I've done. Now that I'm here, let me get one thing clear. I am no hero. I am merely a protector. Now, does anypony have questions for me?"

A pony raised their hoof, "Yes?" Otto said.

"How do you have powers?"

Gulping, Octavius cleared his throat, "I cannot truly answer that question. All I can say is that at first I considered them a curse, but as I've grown into using them, I figured out they were meant for good. Now, next question."

"Why the costume?"

"To ensure nopony knows my true identity. I do it to protect those close to me. After all, I cannot be Spider-Man all the time. So, I wear the costume to assure others that I am there to watch over them." he answered, 'That reminds me of another idea I had on Earth. Maybe I can do something like that again, albeit less creepy.'

After a few more basic questions, which were easy for Otto to answer, Spider-Man looked at the setting sun, "Okay. It seems that the moon is rising. I must bid goodbye for now, ponies. I shall be watching over you." he said, waving goodbye and hopping away. He heard the crowds cheer Spider-Mane, much to his irritation.

Once he was hidden, Otto removed his mask, sneaking into the window of the Treebrary. 'I assume that went well. It is better this way, I say. My identity is still secret, but now at least I don't have to worry about being a public menace.'

He walked downstairs, turning on the lights as he did, "Now, it's time I work on the web formula."

Author's Note

Happy New Years!

Discussions

"I have done it!" Otto boasted, holding up a strange device in his hooves. He turned around, seeing no one standing behind him. "Oh, that's right." he remembered that everyone else was sleeping into the early hours of the morning.

In that time, Octavius neglected sleep in favor of creating the web fluid formula, whch he succeeded in after many hours. 'I may have lost sleep, but I, Otto Octavius, have managed to create a new web fluid in this primitive world. Now I shall put this to the test.' he boasted to himself, placing the web-shooters on the table.

But then another thought popped in his head, "Oh. I now remembered that I managed to find myself residing in a rural area and not an urban locale like New York. At the very least, I shall test its strength to see if it can in fact prove durable in times of future battles."

He placed the web-shooter over his hoof, testing the upgraded motion sensor, designed to shoot a web at the gesture of his hooves. Once he did so, a strand of gossamer shot out and he yanked a book in his direction, catching it with ease. "Success! The formula proved a success!" he cheered.

Feeling proud of himself, Otto walked upstairs, the stairs beneath his hooves creaking with each step. "Blasted stairs..." he whispered, "It is too late for such noise."

Much to his dismay, however, he found himself blinded by the light of the sun. "Agh." he muttered, shielding his eyes from the light beaming from the windows. "How long was I downstairs for?" he wondered to himself, checking the time. He saw the clock, "It's morning already. Hmph. So much for that..."

"Otto?" Twilight called out.

"Yes, mare?" Octavius responded, digging into his bag to retrieve his suit again.

"I think we should discuss your introduction to this world. After all, it's not everyday a pony with spider powers comes to Ponyville. Princess Celestia and Princess Luna have heard of your arrival and wish to meet you today." she explained.

The scientist shook his head, "Do not tell me you have revealed my secret identity. The last thing I need is for authorities to figure out who I am and what I am capable of."

The unicorn shook her head, "Don't worry, your real identity and origins remain confidential with us. They only wish to meet the Spider-Man and that is it."

"Good. I shall reveal my identity in my own time." Otto sneered. "When are they arriving?"

Twilight looked at the clock, "...In a few minutes."

"W-What?! Why have you not warned me of this earlier, mare?!" the scientist said in an annoyed tone. "Feh. Now I must get myself in costume. Do tell, how have you kept my identity secret? Did you reveal that the Spider-Man lives here? Cause if so, that will no doubt raise a few eyebrows."

The unicorn waved a hoof, "Don't worry. I said that the Spider-Man was willing to come talk to them from here. They don't know how close you are to the Elements of Harmony. They only think I have a small proxy to your alter-ego."

"Clever." Otto admitted, "How do you have such connections to these figures of monarchy?"

"I was a student of Princess Celestia since I was a filly. Turned out she was just helping me hone my unique magic as the Element of Magic when I hatched Spike from his egg."

Octavius furrowed a brow, "You hatched Spike? Did you raise him?"

Twilight shook her head, "No. He was more of a little brother to me. Princess Celestia helped me in taking care of him when he was a baby until he was able to do things on his own."

"Yep!" Spike called out. "I'm the best assistant ever!"

Otto chuckled, "Heh. It's time I introduce you to the Living Brain, a robot that I enhanced to become the greatest assistant. I do think Parker is taking good care of him."

"Living Brain?" Spike asked from his spot upstairs loudly, "A robot? That sounds awesome!"

Otto smirked, "Of course it was."

The unicorn rubbed her head, "Yes, sure. But I think we should talk about Celestia and Luna now. They're going to be here pretty soon and you need to be prepared to talk to them."

Doctor Octavius put on his mask after putting on his costume, "Very well, Sparkle. What shall we bring up?"

"They would want to know where you're from. Say you're from Manehattan for instance. But I do believe they have a right to know you're an otherworldly being." Twilight admitted.

Otto grunted, "And what? Have them fear an alien? Those in authority fear what they do not understand, Twilight. I've come from a world that fears mutants and my alter-ego when my predecessor was active until I screwed everything up. The government sends giant robots after us to eliminate us." he revealed.

"Woah, why? I think you're starting to sound paranoid." Spike said, hopping down the stairs.

The Superior Spider-Man looked at the young drake, "Because like I said. Those in power fear what they do not understand. I would be a constant target if I am discovered to be an alien, no matter the good done before it is revealed. That is part of the reason why I wish my true origins to remain secret."

"I think you're being a little too paranoid, Otto." Twilight eased the scientist, "Princess Celestia and Princess Luna are trustworthy as rulers. I told you, Equestria is a place of second chances and I promised I would help you move on from your past. I can put in a good word for you to the princesses."

Octavius shook his head, "No, I do not need to be treated like a rookie here. I know exactly what I'm talking about. You might think you have trust, but once they can, they will betray you when it benefits them. So no, Sparkle, I will remain an anamoly to Equestria until I feel I am ready."

Rolling her eyes, Twilight sighed, "Fine. We'll do things your way. Just remember to not be nervous and be respectful."

"I will respect those who deserve it." Octavius declared.

Spike crossed his arms, "Sure. We'll see how that goes."

The sound of knocking halted the conversation. Twilight perked up, "Oh they're here! Be on your best behavior!" she ran to open the door as fast as she could. On the other side of the door were a white alicorn and a blue alicorn, an aura of royalty seen on them as they entered the library.

"I am not a child, mare. I can handle myself." Otto grumbled.

Leaders

"Like I said, Sparkle. I do not need constant guidance. I can handle myself in this situation." Otto assured, leaning on a wall, his costume hiding his indifferent emotions.

Twilight rolled her eyes, using her magic to open the door, "I'm just giving you a warning. Celestia and Luna are the rulers of Equestria. It'd be best if you remained on their good side."

Spider-Man crossed his hooves, "I can do such a thing, mare."

The scientist's mind dawned back on his constant run-ins with the Avengers and the mistrust that came about with his recent attitude shifts, which they were truly unaware of. He had gotten on their bad side and drawed upon a few conflicts a couple times, but he hoped to learn his lesson and do things correctly this time.

Stepping through a door were two ponies with wings and a horn. One was tall, fur as white as snow and a flowing rainbow mane. Next to her was a pony with fur dark blue and a mane that looked like the night sky. Both of them gave off a royal vibe for Otto, assuming these were the ponies Twilight was referring to.

Twilight lowered herself, prompting Celestia to giggle and smirk, "Now, my faithful student. I have told you before, you need not bow to us." she assured, her eyes gazing upon the red and black clad pony standing before them.

"I see you have a guest." Celestia realized.

Otto nodded, "What of it?"

Luna blinked, "And he seems to have an attitude."

Octavius got back on all four hooves, "I'm only doing this because Sparkle requested so. And I trust her with doing this." he revealed.

Celestia nodded, "I see. It is a pleasure to meet you, Spider-Man. You have made an impression on Ponyville from what we've heard." she discussed.

Luna agreed, "Indeed. Twilight has told us very little about you, I am surprised that she convinced you to even meet us at such a time."

Otto folded his hooves and replied, "It took some convincing, but I decided if I am going to be active here as a protector of this land, it would be wise to learn about the ponies who rule the land. Where I'm from, vigilante activities can be quite distrusted."

The Sun Princess responded, "I can understand your concerns, Spider-Man. But it seems that my student and her friends can trust you, and truthfully that's all the assurance we need right now. We wish to learn more of the webslinging hero that suddenly appeared though, if that is okay?"

Shaking his head, Doctor Octavius said, "I'm not too sure about you two learning such information. From my past experiences, somepony such as myself could be seen as a target and a perfect scapegoat for any problems." he admitted, 'Then again, like the past, some of said hate could be justified.'

Luna nodded, "You can trust us, Spider-Man. As the co-rulers of Equestria, we only wish to look for the best in our subjects. We do not target those who do not deserve it."

A certain purple dragon spoke up, "Yeah, Spidey. What could be the harm in it?"

"The harm, dragon, would be that I would be exposed and that should anything come as a result of my appearance, I would be deemed hostile and put to blame no matter my involvement by the public." Otto elaborated. "It would be unwise to just reveal myself here and now just because the princesses asked."

"Why do you seem so unsure to reveal your identity?" Celestia asked.

Otto sat down, "Because where I'm from, my secret identity was what kept those close to me safe. Should information like this spread, it could make anypony a target. And the last thing I need is for myself and an aquantance to be targeted by something who seeks a vendetta against me."

"Hm..." Luna hummed to herself, "But nopony else besides us would know. We are not forcing you to disclose every life secret you have, we just wish to know the pony, not the one in the spandex costume." she said to the scientist.

"The costume, yes, I know." Otto narrowed his eyes underneath the mask, seeing Twilight give him a hopeful stare. A sigh escaped his mouth, "Very well, you two. I will unmask myself, but what I am about to tell you shall not leave this room at all. I do not wish for this to be public knowledge quite yet."

Celestia smiled, "We understand, Spider-Man."

At once, Octavius raised his hooves and reach for his mask, raising it over his head and removing it, revealing his face, "My name is Otto Octavius..." a silent pause was passed among the group, "Okay, I'm done. Are you happy now?" he asked sarcastically.

"It is a pleasure to meet you, Otto Octavius." Celestia greeted, she and Luna extending a hoof, which he returned and shook. "May we ask how you got such abilities? Nopony in Equestria was ever documented to have the abilities of... well, a spider like you have seemingly showcased according to Twilight."

"Unique spider bite." Otto replied bluntly. 'It is a half-lie, but it will be enough for now.' he mused.

"A spider bite?" Luna repeated with half a chuckle, "Perhaps our guards should use such an upgrade, sister?"

"Maybe, Luna." the Sun Princess looked back at Otto, "Is that all you wish to disclose with us, Mister Octavius? How have you fared against threats before?"

Otto put a hoof to his chest, "I have vanquished many threats before arriving." he bragged, "So far, they pale in comparison to what I've faced before." he could just tell Twilight was giving him a deadpan stare for his showman arrogance.

Luna raised a brow, "That is quite the boast."

"Well, I'm not really sure how much he's faced." Twilight admitted, "So, even I can't comment on that."

Celestia smiled, "He has pride. I can respect it. But it seems you have convinced us, Otto. If only we can see how you fare in combat. Unless you are up to a certain challenge?"

"No challenge will be too difficult for me. What is it?" Otto wondered.

"You shall face against my sister and I. We wish to get a test of your unique abilities in combat." Celestia revealed. The Moon Princess gave her a wide-eyed stare but she brushed it off. "It won't be today, but whenever you are ready."

"I accept your challenge, then. You will see how Spider-Man can fight." decided Spider-Man, not one to back down from a challenge as simple as this.

A blue unicorn trudged along a dirt road, pushing along a wagon as hard as she could. Growing tired, she sat down, wiping the sweat from her forehead. "Cursed weather..." she muttered to herself, removing her hat. "Trixie will have her way one day..." she added, looking at the ground.

'Perhaps that day is today?'

At the sound of the dark voice, Trixie turned her head rapidly, "Huh? Who goes there? Trixie can challenge you!" she boasted.

A dark orb hovered in her face, 'Relax, Lulamoon. I wish to help.'

"Help? What do you mean? A magician like Trixie does not need help!" the unicorn wondered.

'Even a magician could use a partner. Tell me, who is the one pony you despise in all of Equestria?' the orb asked.

"Twilight Sparkle..." Trixie growled.

'Ah, yes. The prodigy student of Princess Celestia herself. Her and her friends have gotten in my way before. I wish to aid you in having revenge for humiliating you when you arrived in Ponyville.' the dark figure recollected.

"And how do you intend to help?" Trixie asked.

'The Alicorn Amulet. I take it you have not heard of it?' at the unicorn shaking her head, he continued, 'It is an artifact that grants the wearer the magic power of an alicorn, and with your skill and prowess in the art, you will be deemed a god. But should you use the amulet, I have one simple request.'

Trixie trailed off, "...And that is?"

'To destroy the hero, Spider-Man. Do you accept the potential I am giving you?'

"And how can I be sure you're not my imagination or lying to me?"

The orb chuckled, 'Clever unicorn. But it is in my best interests to give you the amulet as well. Do you accept my offer or are you going to back down?'

"Trixie shall not back down from this! I accept!" the unicorn snarled.

'Very well, Trixie. I shall lead the way.'

Magic Duel, Part I

It was a rainy night. And in the middle of the storm was a lone blue unicorn. Anger and desire were seen in her eyes. She let out a quiet sigh as she faced the lone shack. "Is this where you wanted me to go?" she asked quietly.

The orb of darkness following her responded, 'Yes. The Alicorn Amulet should be kept in there. It might take a bit of... bargaining, but it should be easy to retrieve.'

Trixie smirked, "Excellent."

And so, with no trepidation, she raised her hood and stepped inside the dimly lit shop. Within it, there were antiques kept within a large glass case for the sake of keeping them safe. Standing on the other side of the glass was an older stallion. "Yes...?" he asked.

Trixie didn't say anything and chose to point at the strange artifact kept on a shelf behind the pony. The stallion turned around and saw what she was looking at. "I'm sorry, but that is not for sale. It's too dangerous for anypony to have."

Suddenly, a bag of bits was tossed onto the counter, with the pony lightly adjusting his glasses at the sight. A smile seen on his muzzle, "On second thought, I guess it wouldn't hurt if you got it."

Trixie used her magic to place the amulet on her neck, feeling and seeing a surge of red energy overtake her body. Satisfied, she stepped outside and cackled, her eyes glowing blood red. "Finally! I shall have my revenge on you, Twilight Sparkle!"

Otto stepped forth from his laboratory. A few days have passed since the conversation with the Royal Sisters. 'So far, all is quiet. A little too much for my liking. Perhaps, I shall investigate.' but the sound of loud crunching knocked Octavius out of his thoughts and directed him to where a certain dragon was eating.

"Are you thinking again, Otto?" Spike asked, getting the scientist's attention. "I think you might be becoming paranoid." he said, eating his bowl of gems.

Octavius cleared his throat, "Well, Spike. If you must know, being Spider-Man has brought out some awareness in my eyes. It is only right that I make sure everything hasn't changed. Better to be prepared than not at all, despite how my predecessor acted in some cases."

Spike shrugged, "If you say so. You want anything to eat? We got pancakes and waffles."

"Interesting. Perhaps I might have a pancake." Otto admitted, 'If only there was a supply of meat somewhere. Honestly, my diet had to be gravely altered in order to fit in this equine society. Perhaps it's for the best, better to not look like my old self.'

A moment passed and Spike came back with a plate with a pancake already on it, "Twi and I made these earlier." he explained, setting it on a table for Otto to eat. The genius looked down at the plate and began to much quietly.

"Speaking of, where is Sparkle?" asked Otto.

The dragon answered, "Not sure, but she's with the others. She wanted me to stay just in case you woke up. Luckily, the food's still warm from earlier."

Octavius swallowed the food, "Very well. Perhaps I shall take leave to my lab again. There is something that must be done for the moment." he decided.

"Come one, come all!" boomed a voice so loud that it caught the two's attention.

Spike and Otto turned their heads at the voice, "Uh... You heard that too, right?" the young drake asked.

"Unfortunately, yes. That was quite an annoying sound. As much as I don't want to know, we should see what the commotion is about." Octavius replied.

The dragon nodded, "Sure thing, Otto. Sould we bring the bag... just in case? Cause I think I recognize that voice, and I don't like the sound of it." he added.

"Clever thinking. It could be an... uninvited guest." Octavius answered, grabbing his bag and strapping it around his barrel, in it was his red and black costume.

'Of all the...' thought Otto, standing next to Spike. "Who is this infernal mare supposed to be? Her voice is starting to grate my ears. Egh."

"Ugh. Trixie. I thought we ran her out after what happened last time." Spike groaned to Octavius.

Standing in the center of the town was a blue unicorn, her eyes blood red, a strange object strapped to her neck by a small cape and hood. She had a megaphone in her hooves, her voice blaring across the town, prompting ponies to come and see what the source of the noise was, some annoyed at seeing the unicorn again.

In front of the crowd were the Elements of Harmony. Otto and Spike pushed themselves through to stand with their friends. They heard Rainbow speak. "You again? I thought you stopped!"

"Oh, Trixie won't stop. Never." Trixie boasted. "It has been a while, Rainbow Dash."

"Why are you here, Trixie?" Applejack asked, "I thought we ran yer flamk outta Ponyville after the Ursa Minor incident."

"Quiet!" said two colts. Snips continued, "Trixie is the bestest unicorn in all of Equestria! She has every right to be here!"

Otto stood on his hindlegs, "And she has fans? Annoying fans at that? I'm ready to gag."

Trixie raised a hoof, "If you must know... After Twilight ran me put of Ponyville, I become a laughing stock across Equestria! Nopony would take my tricks and shows seriously! I've been living in my wagon with no income, little food, nothing! And it's that unicorn's fault!" she pointed an accusing hoof at the lavender unicorn.

"Me?" Twilight questioned.

"Yes, you! Because of you one-upping me, I became a joke. But luckily, I trained my magic so that I could finally prove myself your superior once and for all." Trixie bragged.

"Poor choice of wording, mare." Otto quipped.

Trixie growled, "And who are you?"

"Otto Octavius, a new resident of Ponyville. It appears that you were run out for a simple reason... You're rather irritating. No wonder Twilight and the others wanted to be rid of you. I just met you and you're already starting to get on my nerves." Octavius admitted.

Trixie gritted her teeth, "You dare mock Trixie?!"

"Yeah, Otto! Keep going!" Rainbow and Pinkie cheered on their scientist friend.

"Silence!" Trixie shouted, shooting a beam of red magic out of her horn, hitting the pegasus and earth pony. For Rainbow, she enlarged a wing, causing her to fly in various directions. For Pinkie, she literally zipped her mouth shut, making her unable to speak. Muffles were all that escaped the pink mare.

Otto raised a brow curiously, "Huh. You actually shut the pink one up. That's a feat in itself."

"Thank you. But it is time I declare my reasoning for being here. Trixie wishes to battle Twilight Sparkle and the new hero, Spider-Man." the blue unicorn said.

"Why Spider-Man?" Octavius asked. "He has done nothing to you, accursed unicorn."

Trixie put a hoof to herself, "If Trixie wishes to prove herself superior, then not only shall she beat the mare who embarassed her, but take out the local hero. If I win, they shall be exiled from Ponyville, and if they win somehow, then I will leave."

Otto thought, 'You will regret ever challenging me, Trixie... She is rather starting to sound like Mysterio. Perhaps her tricks are as pathetic as his. This will be no match for Spider-Man should that be the case.' he looked to his bag, looking for a spot to change and ran off, ready to become his alter-ego.

"When do you want to do this, Trixie? Your attitude is not welcome here." Twilight wondered. "I thought you would've lightened up after being humiliated, but I guess I was wrong in that regard."

Trixie growled, "Trixie won't lighten up until you have suffered like I have!" she yelled. "With my newfound power, Trixie will teach you a lesson in humility now!"

"Um... Is that really necessary?" Spike asked.

"Yes! It is!" Trixie gloated.

A voice echoed nearby, "Eh. A mare of your so-called talents must have better things to do than seek revenge."

Everypony looked up, the bystanders happy to see Spider-Man making a landing. "I've gotten word of your challenge from a friend. And I accept. Somebody has to teach you proper manners. But do you wish to elaborate on how you've heard of me?"

Chants clamoring for Spider-Man were heard around him and he honestly wished to silence them, but Trixie yelled. "SILENCE!" she cleared her throat. "I've heard of you, obviously. How could Trixie not learn of Ponyville's latest defender? Hearing of you obviously made me strive to become even better than last time."

Spider-Man stood on his hindlegs, "Alright. So, basically, you made a mistake. You think you can challenge me? You're not the first magic user I have dealt with after all. Compared to them, facing you shall be like a walk in a park."

"Otto? What are you doing?" Twilight asked.

"Provoking her, Sparkle." Spider-Man whispered back, leaping next to the unicorn. "If there is anything Parker has taught me, it's to annoy your enemies with constant quips. Unfortunately, I hadn't learned that until recently."

"Ha! All magic pales in comparison to what Trixie has learned." boasted the blue unicorn, narrowing her eyes and a smirk on her muzzle as she declared this.

Octavius muttered, "I seriously doubt that."

Trixie's horn began to glow red, having enough of Spider-Man's quips. Suddenly, she duplicated herself, appearing and surrounding her clones around Spider-Man and Twilight. The wall-crawler's Spider-Sense went off, pushing Twilight to the wide, dodging a powerful red beam. "How?" the Amulet wearer asked.

"Spider-Sense. A precognitive ability which you lack." Spider-Man boasted. "It seems you really haven't thought this duel of yours through yet?"

Twilight lit her horn, shooting a beam that evaporated the Trixie clones, revealing the original. "Just stop this, Trixie! It's pointless!" she pleaded.

"Not until I say so." the blue unicorn said, creating a shield to block Twilight's magic from hitting her.

Spider-Man sighed, "There's no use, Sparkle. It seems she's too caught up in her ego to change her mind." he murmured, 'Like I was not too long ago. But now's not the time to dwell on the past.'

Trixie watched as Spider-Man shot a line of webbing down, landing on the ground and rolling, tripping the blue unicorn as swiftly as possible. His Spider-Sense tingled and he swerved his body backwards, dodging a red beam that was intended to hit him. "Seriously? Did you not listen to me?"

"I'm already getting tired of this." muttered Trixie. "I don't care anymore for your words. It's time I used my magic seriously."

Twilight and Otto stood back to back as more Trixies began to morph into existence, "More clones? Don't you have any other tricks?" sighed Spider-Man.

"Ehough!" Trixie yelled. "Let's end this now!"

"Um, Otto. Do you know what you're doing?" Twilight whispered.

Spider-Man smirked under his mask, "Yes." he thought and mused, 'She's a simple unicorn wih a lot of attitude. This shouldn't be hard to handle.'

Magic Duel, Part II

Spider-Man grunted, uppercutting an illusion so hard that it vanished into thin air. "Is this how you'll think we will be bested? By mere parlor tricks, unicorn?" he asked, landing on all fours before standing on his hindlegs, shooting a ball of webbing outwards, yanking himself towards another Trixie clone and causing them to vanish.

"Trixie is no mere illusionist, Spider-Man! Trixie is the best magic user in all of Equestria!" the blue unicorn declared her boast quite loudly, each clone mirroring her words.

Twilight spun around, shooting a volt of magic upon another clone, making them vanish in a burst of light. "Would you stop, Trixie? We don't have to fight!"

Spider-Man growled, driving his hoof directly into Trixie's face while she was caught off guard. "The time for pleading is over, Sparkle. She will not listen to reason." he watched as the illusions vanished in a bright red light, the unicorn losing her focus on the spell.

Laughing, Trixie shot a red beam directly into Otto's chest, launching him into the air. He fell on his side a moment later. "He is right, Twilight. Perhaps you should stop talking and fight." she insisted, seeing Spider-Man stagger to his feet. The wall-crawler coughed a bit and leaned a bit so he laid on his back. "Aw... Are you getting tired, Spider-Man?" she questioned.

As Trixie was about to watch Spider-Man get up, a purple beam was shot at her, pushing her back before gaining focus and directing a red forcefield in front of her. The ponies watching swiftly took a step back at the action, unsure of how to act. Twilight gritted her teeth as she was ready to light up her horn again. "This has gone too far, Trixie." she growled. "Nopony's asking to get hurt."

"I have orders, Twilight Sparkle. Plus, I get to humiliate you and Spider-Man for all of Ponyville to see." Trixie snickered.

Otto narrowed his lenses, "The... only embarassment here is you... Trixie." he decided. "You thought you could challenge the Spider-Man. That was a mistake I'll make sure you don't repeat."

"Oh? Was it? You seem to have a hard time standing up." Trixie laughed at the wall-crawler. She shot another powerful beam, but Octavius dodged it thanks to his Spider-Sense. "Surprising reflexes, I'll admit, but they're no match for my magic!"

Yelling, Spider-Man leaped in the air, pushing his hoof downwards, but Trixie blocked it with another barrier, "Just stay down, damn you!" he ordered.

"Not until I get what I came for!" Trixie snarled, creating a mana blade and slicing Otto's costume and hitting him with a barrier shove, pushing him back in midair.

Twilight used a spell to push her opponent back, going so far as to nearly shattering the barrier. "You won't hurt him anymore. If you won't listen to reason... then I'll join this fight." she relented at last, hearing the blue unicorn snicker at her words.

"Very well, Sparkle. But I am not an easy opponent, as demonstrated by your friend." Trixie laughed, watching Spider-Man stumble back onto his hooves ever so slowly.

Twilight shouted, projecting a teleportation spell behind Trixie. The evil unicorn frowned and turned her head, able to sense the lavender unicon's presence, "H-How?" gasped Twilight, shielding herself from one of Trixie's attacks.

"I told you. I've improved my magic since you ran me out." the amulet-wearing unicorn lied, "I can sense your presence."

"Hey! That's not fair!" Rainbow yelled, her wing leading her away from the fight again. Pinkie's muffles were only slightly heard, but no discernable words were.

Trixie pointed a hoof to herself, "I do not care. I have learned it, ergo it is fair game. And even then, there is no fair in this. She will learn embarassment and humiliation over one who is superior to her in every way."

"You keep using that word..." Otto grunted, running forward, shooting two lines of webbing forward, the gossamer touching Trixie's shoulders while she was unaware. The unicorn turned her head right as Spider-Man's hoof neared her face, "But I do not think you know what it means!" he snarled as loud as he could, punching Trixie directly in the face so hard she was tossed backwards.

Wiping some blood from her mouth, Trixie mumbled, "Lucky shot, Spider-Man."

"As you said, there is no fair game in this match." Otto reminded her, seeing Twlight teleport behind his opponent and shooting a beam directly into Trixie's back. "I am merely doing as you said, accursed unicorn. Now, shall you give up? As a fair warning, I have taken down a yeti and a dragon and made them beg for their lives. The latter was even in tears by the end."

Smirking, Trixie readied another mana blade, but Otto dodged it with precision, "Those empty threats do not scare me! I am more powerful than anything in Equestria!"

"Even me?" Octavius quipped, leaning his body back a bit in order to dodge another swipe of the blue unicorn's energy blade. His body was bent backwards and he performed a backflip, dodging a downward stab of the magic sword.

Twilight used a levitation spell to grab Trixie and hold her down, "One more time, Trixie. Stop this... I truly wish not to hurt you too bad. But you're putting Ponyville in danger. Just... please, end this before somepony truly gets hurt."

"You've already hurt my pride! There's nothing you can do until I make you feel my pain!" Trixie yelled.

'Believe me, I know what it's like to have one's pride hurt.' Otto thought, 'It even brought me down to moments like this, putting lives directly at risk. But I have moved past that, she cannot share the same path I once went down upon.'

As Spider-Man tried to concentrate on breathing, he watched Twilight hold off Trixie, all the while thinking back, 'As Doctor Octopus I have committed many atrocities. All of which I wish to atone for as Spider-Man. The reason I was so mad was because of Peter Parker... Everytime we conflicted, he would always prove superior. It drove me mad too, and I would always try to one-up him in some way physically and mentally. Those challenges cost me my life. But I was given another chance at life, and now I realize... Trixie is not evil like I had thought. She's just jealous like me. But like my predecessor, I have to stop her before innocents are hurt and that means I have to continue to hold back.'

Trixie broke Twilight's spell and pushed the purple unicorn with ease. She was ready to materialize a magic blade again, but Otto's voice halted her. "Stop this at once!" he ordered, kicking Trixie, but the unicorn created a claw that grabbed his hindleg, holdong him still in his spot. "What in blazes--?" he wondered upon seeing what the spell was doing.

Before he could finish the question, Octavius was tasting dirt through his mask, coughing the grass that made it into his mouth. The former human rolled to his stomach, "Did you really think you could blindside me, Spider-Man?"

"Yes."

At that moment, Trixie was blown to the side thanks to Twilight, who had charged a spell. The light on her horn faded as she ran to help Spider-Man stand up, "Are you alright?" she asked.

"Yes, but it looks like she's readying another attack." Otto warned, feeling that all-too familiar tingling sensation on the back of his neck again.

Trixie remained in her spot, her horn glowing red once more. Pieces of the ground began to be lifted and were swiftly chucked at the fighting duo. "Move!" Otto ordered, shoving Twilight directly to the side, avoiding getting hit by boulders. The crowd was in a frenzy making sure they were not attacked as well. "Damn spells." grunted Spider-Man, holding his head, "Are you well, Sparkle?" he asked his comrade.

"Yes. But she's trying to get everypony injured now. We have to stop her." Twilight said, doing her best to keep the debris from harming any bystander.

Spider-Man nodded, "I very much agree. She will no doubt pay for this trangression. I will distract her." he moved away from another boulder. Shooting a line of gossamer on it, using his strength to spin it in the opposite direction, forcing it in the direction of ztrixie, who wished to shield herself from the projectile she made.

Leaping in the air, Spider-Man watched the lifted debris fall to the ground as Twilight performed a series of spells to keep Teixie focused on her and not Otto. The wall-crawler reared his hoof back and punched his way through the blue unicorn's now-weakened barrier, shattering it like glass. "What?!" gasped Trixie, unable to believe what happened before she was promptly decked by Otto while focused upon that.

"You should know something, Trixie. I am much stronger than I look. Be lucky I did not use that punch upon you. Otherwise, your face would be a mangled mess." Spider-Man warned. His Spider-Sense rang off, but he wasn't fast enough for the beam of red that covered his vision.

"That doesn't scare me." Trixie snickered, her eyes blinking red ominously again.

When Otto noticed this, he spotted something else. 'That amulet on her neck. It glowed the same times her eyes did as it did when she uses her horn for magic. That filthy cheater. She has resorted to magic enhancements to strive in becoming superior. Heh, no matter, I just have to remove it.'

Twilight faced Otto, who gestured to the amulet, "That amulet around her neck is what's giving her strength. We must remove it at once before she causes any more damaged in her enraged stupidity!"

Trixie smirked, "Ah, so you finally saw through the ruse. The Alicorn Amulet was what's been giving me this power the whole time. You're not as stupid as I took you for."

"I am quite the opposite, unicorn. Unlike you." Otto snarled.

"But you cannot remove it from me. Only the wearer can take it off. No matter how much you beat me, fight me, what have you, the only way is death. Are you willing to do that, heroes?" the blue unicorn asked.

"What?" Twilight gasped. She went over options in her head, fighting off her opponent in the meantime.

Meanwhile, Otto stood still, devising ways to stop her, 'Death is the only option? No, it cannot be. She is only enraged by the amulet, not actually evil. Even I cannot push myself that far. But she has shown pride and quite the ego throughout our little scuffle. It wouldn't be the first time I had to do something like this. It would be like with Fulmina, perhaps words is a better method than violence. It is time I pull a Parker.'

"Hey, Trixie!"

"Hm? Now what?" Trixie groaned.

Otto stood up, folding his forehooves, "If you are so great and powerful, how come you needed that Alicorn Amulet to best us? I thought you were the best magician in Equestria?"

Creasing a brow and tilting her head, Trixie laughed and Twilight stopped to hear Octavius, "Of course I am the best. I have bested you so far."

"Eh. Not quite. You needed to enhance your abilities to even challenge us. Even then, it is not enough. You want to prove yourself superior, then take off that stupid amulet." Otto insisted.

"And why would I take away my only advantage?" asked Trixie.

Smirking under his mask, Spider-Man continued, "Because even if you best us here, it is only a pragmatic victory. You did not defeat us, you cheated. At the end, it's not a clear victory. So, you want the pride in doing so? Take. Off. The. Amulet. And face us like the great and powerful magician you are."

Silence was passed among the two. Trixie scowled, heeding his words. Moments of stillness was to be had. That is, until the blue unicorn reached for her neck, removing the amulet and in turn the red aura faded and the spells she pulled on Rainbow and Pinkie ended. "Alright fine. Now--"

Trixie could not finish her sentence, as Spider-Man leaped in the air and drove his fist directly into her jaw, knocking her unconscious instantly. He watched her body collapse on the ground. "I finally shut you up." he muttered.

Twilight used her magic to lift the Alicorn Amulet, "So this was what made her powerful and so rage-driven? We have to keep this away at all costs."

"Agreed, Sparkle. I entrust you to do so." Otto replied, trapping Trixie in a cocoon of webbing he made, making sure she doesn't move should she awake.

Spike, Rainbow, and Pinkie ran forward. The dragon cheered, "That was so cool, Spidey!"

"I like to think it was as well." Otto chuckled. He heard the chants for him and Twilight and eased them, "Settle down, everypony. We only did this for your safety."

Twilight smiled at Otto, "That was pretty clever. How you managed to use her ego against her. Maybe now she'll listen to reason and atone for what she did."

Octavius raised a hoof, "I learned it from... an old friend. And yes, we'll make sure she sees the error of her ways." he assured, "I will not let a pony go down the same path I once took." he lifted her body over his barrel and took her back to the Treebrary once the crowd cleared up.

Pride

Trixie's eyes fluttered open. When she came to, she realized she was sitting upright and was unable to move. Her entire body was trapped within a white gossamer substance, to which she instantly remembered where it came from. The blue unicorn growled, trying to free herself, and noticed she was also trapped in a purple bubble.

Standing across from her were Spider-Man and Twilight Sparkle, the latter using her magic to keep Trixie still in case the webbing broke, 'It is a substance of my creation. Unlike Parker's, it should stick to her unless I use the formula.' Otto mused. The wall-crawler was perched to the wall, his lenses narrowing.

"What do you want?" Trixie growled.

Spider-Man snarled, "Poor choice of wording. I can ask you the same question." he flipped down, landing on his hindlegs, where he chose to remain standing. "Now, care to explain your rash and rather idiotic action of attacking us?"

Trixie growled upon hearing the wall-crawler's tone, "Don't ever talk to Trixie like that, you annoying Spider."

Twilight inhaled, "Okay, I know tensions are running high. And although Trixie was acting completely insane, I think it's time we get to the bottom of this, especially since Ponyville wants you tried for property damage, and I don't blame them. But, while you were unconscious, we came to an agreement that if you owed up to what happened and admitted you're wrong, we'll let you go."

"...And?" blurted out the blue unicorn.

Spider-Man slammed his hooves to the ground, "It means a second chance. Normally, I would be against such a decision, but it'd be rather hypocritical of me to do so considering my circumstances. So, I agreed on their terms. It'd be wise to spill everything if you value being able to wander about without a judging eye." he advised, pointing a hoof at the formerly corrupt magician.

Trixie exhaled, and considered her options. Be a prisoner, or decide to rat out the one who convinced her. "Fine." she decided, "I'll confess... I was convinced to take such a course of action against you, Sparkle. I wasn't alone."

The lavender unicorn raised a brow, "Really? Why? Who convinced you to go that far?"

"I am not too sure. He was an orb of darkness and he told me of the Alicorn Amulet so that I may prove superior to you. On the condition, I eliminated Spider-Man as well. I've heard of you in the papers in my travels recently. By defeating you and Twilight, I can prove myself the greatest in all of Equestria." Trixie sighed, "But it seems you managed to outsmart me."

Spider-Man hissed, "I have to ask, what do you have against Twilight anyhow?"

"She humiliated me. I was supposed to be the greatest and most powerful unicorn in all of Equestria. She took down an Ursa Minor with little to no effort and ran me out of town."

"Only because you were bragging about yourself like you were the best and insulting my friends without a care of their feelings or anypony else's. Somepony had to knock you down a peg so you could stop." insisted Twilight. "I didn't mean to hurt you."

Otto blinked under his mask, "And I thought I was petty."

Trixie scowled, "And what do you know, Spider-Man? You had only recently arrived in Equestria and already you're a beloved hero to all of Ponyville. Let me and Sparkle handle this on our own."

Shaking his head, Spider-Man replied, "No, I cannot allow that. It wasn't always like that for me. I was shunned, isolated, beaten, abused, and left for dead on countless occassions, for good reason of course. You had a petty grudge that could've been resolved if you so choose. But you chose your pride instead. A fateful mistake that I once made. One that I shall avoid doing for as long as I am here." he said sincerely.

Trixie was silent for a moment, Twilight's gaze turning to the masked vigilante. "Why should I listen to you?" blurted out the blue unicorn in anger, "Why should I believe anything that is said behind that mask of yours? Huh?!"

Octavius stood up and folded his forehooves, "Hm, you do not like the mask it seems. If we are to end this annoying conflict without the need of blood splatter, then it seems I have no choice in the matter." he revealed to himself.

Twilight turned her head, "Spider-Man. What are you doing?" she noticed his hooves reaching for his mask.

"Easy, Sparkle. If she won't listen to Spider-Man..." Otto began to say, his mask slowly being removed from his head. Trixie was surprised by what she saw, Spider-Man's identity, "Then perhaps she'll listen to Doctor Otto Octavius, the former Superior Spider-Man."

Trixie's eyes narrowed and said in disgust, "And this will change my opinion of the two of you how exactly?"

Otto gritted his teeth upon witnessing the mare's attitude, "The reason I am disclosing this information to you is because, well... You are like me in a strange way. Prideful, arrogant, considering him or herself superior over any other competition. Hell, starting a competition in the first place. I too was in the same position as you are."

"Tied up and interrogated?" Trixie asked in a mocking tone.

Sighing, Otto responded, "Yes. It was humiliating of course. But I took a dark path because of my past, the path of evil. I was Doctor Octopus, enemy of the original Spider-Man. He was the one in my way of all my schemes. I took his body, and realized all the good I could have done with my intellect instead of focusing on revenge. I gave his body back and then died, but somehow arrived in Equestria."

"Why should I care?" Trixie growled.

Otto frowned, "Because you should. Either you right the wrongs you made, or continue the dark path like I once did. I'd be damned if I allow such a fall on my watch. I am grateful to have retained the memories of my time as Spider-Man to have done this. You cannot disclose anything you witnessed, or my identity. Otherwise, I may have to live up to my earlier threat, do you understand?"

Trixie noticed Twilight's softened gaze, not a look of anger, rage, or seeking revenge, but a look of seeking redemption in somepony. The blue unicorn sighed, "Why reveal all this to me? What did I do to deserve your trust like this? I attacked you!"

"If I may, Trixie. The amulet appeared to have corrupted your mind. I've read on it once we took it from you, and from what I gathered, it focuses the mind into pure rage. Your hate against me was exaggerated thanks to the Alicorn Amulet." Twilight explained. "We know you can be better, Trixie. You're not flatout evil."

Otto put his mask back on, his lenses narrowing, "She is correct. I noticed it when fighting you the amulet gave off a red aura. Be lucky I held back, that is something I do not usually do. Now, make up your mind, mare." he ordered, his old attitude coming back.

"Fine."

Twilight blinked, "What?"

Trixie lowered her head, "Trixie was a fool. I was bested twice by you, Twilight. I was foiled by Spider-Man. I know when to relent." she paused for a moment, "I'll agree to be better... But I don't know where to begin with that."

Twilight lowered the barrier and poured the remover, melting the gossamer from Trixie's body, "Then let us help you." she suggested, extending a hoof.

"Huh?" questioned Trixie. "I thought... I thought you were kicking me out now."

"Sparkle's decision should you have agreed." Octavius agreed, "Again, I cannot argue against this, despite my want to."

Looking at her rival, Trixie took Twilight's hoof and stood up, "Very well, Sparkle. Now, may I ask a question?"

"Go ahead." replied Twilight.

"Where may I stay?"

'Hm. Trixie failed. To be expected of course.' the orb sighed. 'At the very least, the Alicorn Amulet should be left unprotected. Once the time comes, I shall return.'

"Be lucky I am still giving you this opportunity, Sombra." said a dark, cold, baritone voice. The figure wore a red shredded cloak with a hood that covered his facial features and blue armor that covered his entire body, except for his metal red gloves and boots. "I have already interfered enough in telling you of Spider-Man's presence in this dimension, and revealing you to the amulet." in his gloved hand was a black horn with red at the tip, Sombra's own.

Sombra chuckled, 'I know. But I assure you, Equestria will fall and Spider-Man will remain for you alone once I regain my original body. Why have you aided me this whole time, though? To destroy the Spider-Man?'

The figure crossed his arms, "This world... This Spider-Man intrigues me, Sombra. He has no restraint unlike the other versions I have faced and bested plenty of times before. He was brought back through some strange force, a force I believe to have encountered before as well. I wish to face him at his best with no interference, to prove myself once more in combat."

He looked back to the orb and saw Otto remove his costume and hanging it up in his laboratory, "It is to become the strongest, Sombra. To bring about the world I desired once I eliminate all competition."

Memories of Failure

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

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

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

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

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

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

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

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

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

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

"I understand..." Otto finished.

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

"Spidey! Be careful!" shouted Mary Jane.

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

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

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

Otto sighed, "I... Promise."

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

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

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

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

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

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

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

"Spider-Man!" the scientist snarled.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note

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