The Vulture's abandoned lab was a mess of lost ambition and dangerous promise.
Scraps of alien metal, broken tech, and fragments of Chitauri armor lay scattered across the cracked concrete floor. Most would have seen junk. Otto saw potential.
He stood at the center, cloaked in the Iron Spider suit, red eyes glowing faintly as he analyzed the chaos around him.
"Primitive applications," he muttered, lifting a fractured wing made from salvaged Ultron core plating. "But the base material… this is what I need."
His mechanical arms extended with a thought, gathering alloys, slicing through rust, breaking down the waste into its elements.
For hours, he worked in absolute silence.
When he emerged from the shadows, he wore something new.
Gone was the glossy red-and-gold flash of Stark's design. In its place stood a sleeker, sharper form: matte black armor traced with deep crimson veins, built to terrify criminals and command attention. At its heart, a golden spider stretched across his chest — not Peter's symbol of hope, but his own mark of dominance.
The Iron Spider suit had been converted into a compact, sleek gauntlet band on his wrist — a tool now, not a crutch.
He didn't smile. He never did.
But Otto Octavius was content.
This was power earned, not gifted.
This was the Superior Spider-Man.
---
Forest Hills, Queens — 8:13 A.M.
The kitchen filled with the warm smell of toast, scrambled eggs, and sizzling turkey bacon. The sunlight poured in lazily through half-open blinds.
Otto placed the final plate onto the table. Each corner of the setting was geometrically precise. Napkin folded once. Silverware aligned. Coffee brewed to the exact temperature Aunt May preferred: 172°F.
He stood there silently, listening for her footsteps.
May appeared in the doorway, still tying her robe. "Peter?"
"Good morning," Otto said, pulling out a chair for her. "I thought I'd prepare breakfast."
She blinked. "You… cooked?"
"I can follow instructions," he replied. "Though I optimized a few. That skillet was criminally underutilized."
May gave a soft laugh, sitting down. "You've been acting… different. Grown."
"I am grown," Otto said.
He poured her coffee and sat across from her, posture perfectly straight.
"I came to say goodbye."
Her expression fell. "Goodbye?"
"I'm moving into the Avengers Compound. It's better secured. More… suited to what I do now."
Silence hung between them.
She looked at him closely. Something behind his eyes was colder, but steadier — like a soldier returning from war.
And then he spoke.
"I'm Spider-Man."
She didn't move.
Didn't blink.
Just… stared.
"I've worn the mask for years. But I've become more than what Peter once was. I've refined him."
May reached for his hand. "You've… changed."
"I have. But I remember everything. I remember Uncle Ben. I remember why we fought. And I swear, May — I will protect you, always. No matter who I become."
Tears welled in her eyes, but she gave him a nod. Strong. Brave. "Then go live your life, Peter. Make it mean something."
He stood, nodded once, and left without another word.
Two Months Later — The Parker Foundation
At the center of Queens, a sleek, modern facility rose between rows of old buildings like a monument to possibility.
Inside, children learned tech skills. Veterans received job placement. The homeless ate hot meals and left with clean clothes and dignity.
The logo at the entrance was a simple spider with an infinity symbol beneath it.
No press.
No ribbon-cutting ceremony.
Just quiet, deliberate action.
And at the top floor, Otto watched it all through reinforced glass, arms folded.
"This is how you change the world," he whispered.
Not with webbing.
With will.
Avengers Compound — War Room
The compound was quieter than ever. The Civil War had fractured more than friendships — it had left the Avengers splintered. Only a few remained.
In the darkened war room, Tony Stark and James Rhodes stood before a holographic feed of the Superior Spider-Man.
Otto, clad in his black-and-red armor, moved with terrifying precision. On-screen, he launched from a rooftop, snagging a thug with a webline and slamming him against a chimney.
The man groaned. Otto crouched beside him. "Broken clavicle. Mild concussion. You'll live. Unfortunately."
Another gang member raised a plasma rifle. Otto's mechanical limb snapped forward, crushing the weapon.
"Really?" he muttered. "You bring alien tech, and this is your aim? I weep for the state of villainy."
Tony grinned. "He's starting to joke."
Rhodey raised an eyebrow. "That's a joke?"
"Hey," Tony shrugged. "For Otto, that's basically stand-up."
On the screen, Otto redirected debris to create a barrier around fleeing civilians — flawless in form, airtight in efficiency.
Rhodey shook his head. "You really think he's ready?"
Tony stared at the image of Otto — now assisting first responders without asking for attention.
"I don't think," he said. "I know. He's not Peter… but he remembers why Peter fought. And he's got the drive I never had as a kid."
Rhodey leaned forward. "Still gives me the creeps."
Tony exhaled slowly. "Yeah. But sometimes the world doesn't need a friendly neighborhood Spider-Man."
He nodded to the footage.
"Sometimes it needs a superior one."