Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.

Author's Note: Hey guys. I know I'm working on a Spider-Man story of my own, but I sort of just read about Superior Spider-Man issue #9 online. Reading the synopsis and what went down…sort of hurt my soul. So I figured I'd do my own version.

Please note that I have not actually read the issue, merely about it. So I'll be doing things my way.

Horizon Labs.

Otto Octavius sat at his work station, tinkering with his brain device. Every few seconds, he paused, as if listening for a sound that didn't exist, or looking for a person who wasn't there, before resuming his work. Occasionally, his hands faltered slightly, and he cursed himself for his mistake, trying to refocus. However, his mind - brilliant as it was - was occupied by another matter.

Parker hasn't said anything for quite a while, Otto thought, listening again for the original Spider-Man's voice. Perhaps he realizes the futility of attempting to talk me out of my course of action. He smirked, the expression looking out of place on Peter Parker's face. He knows that his fate will be sealed soon. I will make sure of that.

Otto wasn't sure what to think of Parker. He had to admit, he was thoroughly impressed by Parker's tenacity to never submit, even at the brink of defeat. Yes, Parker had died in Otto's body, but before his untimely fate, he had displayed the greatest reserve of willpower that Otto had ever seen in his life. Even now, death has not stopped Parker from trying to reclaim his life, as the Parker conscious has so helpfully proved.

But on the other hand, he also thought that Parker was a juvenile delinquent with naïve ideas about being a hero. He was too soft; he wasn't strong enough to make the tough decisions to save the world, as the situation with Silver Sable and Rhino had proved. If the Silver Sable hadn't convinced him to leave her, Parker would have left the entire world to die. That was unbecoming of a true hero. A true hero. Was Parker a true-

Otto shook himself out of his thoughts. This isn't the time nor the place to be reflecting on the past of your enemy, he berated himself. You must put your energy into this operation. You cannot afford to fail in this.

And he continued to work, the Living Brain behind him setting up the lab for the operation.

Peter Parker took a deep breath in as he opened his eyes. He was just wearing regular clothes. Some jeans, a brown jacked, and a white t-shirt. No Spider-Man costume in sight. He flexed his fingers and looked at himself. It felt so nice to be in his own body again.

Then he remembered that he was only like this in his mind.

He gazed around his surroundings. Colorless buildings rose and formed the ever familiar city of New York, encompassing him like a mother embracing a child. He recognized the Daily Bugle building, within which he had made many of his life friends. He saw the Empire State Building, where he had taken Mary Jane in so many love-filled excursions.

He saw his city, and saw all the memories that came with it, the good and the bad.

Naturally, the first thing he thought when he saw all this was that he didn't really have much of an imaginative mind. Having New York City as the environment of his mind, while sentimental, wasn't as cool as, say, something out of Inception. At the very least, he could've been given a jetpack.

He sighed and kneeled on the ground, looking up into the black sky of his mind. He knew what was coming. He knew what he needed to do. He just didn't know if he was prepared for it.

Doctor Octopus was in control of his body and currently working to erase him from existence. He could feel his body moving according to Otto's wishes, see what Otto saw, feel what Otto felt. But that was all he could do. He couldn't control his body, he couldn't stop Otto from doing anything. He could sometimes control his hand, but that was it. He couldn't do anything else.

But Otto could do something. And right now he was going to try and erase Peter from his mind.

As Peter thought of this, an overwhelming feeling of hopelessness overcame him, and he fell to the ground, his hands clenched in helpless anger. Tears fell from his closed eyes as he laid his head against the ground. How could he fight Otto? He had everything that Peter didn't; he had resources, he had intelligence, he had time. The only thing that had been working for Peter was that Otto hadn't known he was around. And that was gone too, since Otto now knew of his existence.

"I'm so sorry," Peter whispered into the ground. "I just can't. I can't do this."

"What? You're just going to give up so soon?" A familiar voice rang through the empty streets.

Peter opened his eyes and looked up, shocked. "Uncle Ben?" He said, his voice sounding amazed and choked with emotion.

Benjamin Parker smiled down at his nephew, his wide smile crinkling the corners of his eyes like they always had. "C'mon, son," He held his hand out, kindness etched through his entire soul. "You can do this. You just need the proper motivation to accomplish this."

Peter stared up at his uncle, tears in his eyes, before shaking his head and lowering his gaze. "I-I can't, Uncle Ben. I can't. I just - I've tried so hard to take back my life from him, but nothing I've done has worked! And now he's going to erase me from existence. I just - there's nothing I can do." Shame stained his voice as he spoke.

Uncle Ben knelt down in front of Peter and placed his hand on his shoulder. "Son," he said, quietly but firmly. "Throughout your entire life, you have doubted your ability to overcome your foes and obstacles, but you have always managed to defeat them. You have gone through many hard times in your life, harder than any average person would be able to handle. But you are not average. You are an extraordinary person, and you have accomplished great things, greater than I have ever imagined for you to accomplish. This situation here? This is just another hard time for you. But you will overcome this, because you are amazing, and there is nothing you can't do when you set your mind to it."

As Uncle Ben spoke, the hopelessness and shame began to fade from Peter's face, and slowly, determination and confidence emerged in their place. He thought about all of his loved ones, his closest friends, and the ones that he had failed before. His determination grew.

"Now," Uncle Ben stood up and held his hand out to his nephew. "Are you ready to take back your life?"

Peter took his uncle's hand without hesitation and stood up. "Yes," He said confidently, his eyes glimmering with newfound hope. "Thank you, Uncle Ben."

"Anytime, son." Uncle Ben smiled, and suddenly hugged Peter. "I love you, Peter." He said softly.

"I love you too, Uncle Ben." Peter smiled.

A sudden Bang! echoed through the ghost city. Nephew and uncle separated, the former suddenly looking alert, the latter concerned.

"Uncle Ben-" Peter looked over his shoulder at his father figure, trying to speak, but Ben merely smiled.

"I understand." Ben stepped back, a sudden wind blowing wind around him. "Good luck, Peter."

And with that, Peter was alone again. But now he was ready. He would not fail. He would beat Doc Ock and take back his life.

He stood staring into the distance, ready for the hardest fight of his life.

I'll try to upload the next chapter soon for you guys, but I'll be busy for a couple days. So expect it to come slightly later in date.