I wanted to put at least two characters-Sandman and Electro-before bringing in the Superior Spider-Man, but for some reason, with all my stories, I've been feeling pretty "BLEH," and I just haven't been keeping interest. Not to mention that when I tried to write a Sandman chapter, I was coming up with nada-zip, zero, zilch…So, I said, "To hell with it," and thus began writing this epic. I was hoping that the time that I ended this series, Superior Spider-Man would be the last chapter. But since I got writers' block on Carnage Pt 2 for months and Dan Slott revealed his plan to bring back Peter (HALLELUJAH!), the decision was made to speed this up. And now, I present to you an epic-

Carol: Hey, RDP, what's this file?

NONONONONONO! DON'T TOUCH THAT! PUT IT DOWN PUT IT DON'T DON'T-!

Carol:…oh…my…. *DEATH GLARE WITH YELLOW EYES* WHAT THE HELL IS THIS?!

…and you opened it…. *facepalms*

Carol: He didn't-!

Yeah…he did…

Carol: THAT…LITTLE….NOT ON THIS FANFICTION! *points finger* YOU, RDP!

DON'T HURT ME IT WASN'T MY FAULT, I TRIED TO FIX IT I SWEAR-!

Carol: Shut up and Captain me!

…what?!

Carol: I SAID CAPTAIN ME! I'M KICKING OCK'S ASS ONE MORE TIME!

Uh-Yes Ma'am!

OK LADIES AND GENTLEMEN! Back by popular demand! Once again, facing off against the beautiful femme fatale/champion of the ring Carol Danvers-it's Otto Octavius as the Superior Spider-Man! IT'S A BATTLE FOR THE AGES!

*Insert Disclaimer here*

Chapter 11: Otto Octavius (Superior Spider-Man)

Two years.

She opened her eyes, the ringing still in her ears.

Two years they didn't know.

A moan escaped her lips as she struggled to get up…her whole body shook from the impact, rattling her mind.

Two years they had been deceived.

A cough, then another; she wipes her mouth with her gloved hand, the blurs in her eyes slowly coming back into focus.

Two years he had lied, manipulated and tainted the name and legacy.

She shook her head, reality sinking back in as the sounds of battle and explosions over took the ringing in her ears. And when those sounds came into focus, one final thought came to her mind.

Two years since he had been stolen from her…without her ever knowing…by HIM!

And at that, her fury and rage returned as she gritted her teeth and her fists curled as they were engulfed in deadly spheres of energy. With a vicious yell, she flew right out of the crater she had formed from her impact and into the air, scanning the battlefield for the briefest of seconds before she located her target once more, just as he slammed Spider Woman into the ground with one of his extendable appendages-what she now saw as more tentacles to destroy. In the blink of an eye, she raced to their position, her fist ready for contact, never remembering his new Spider-Sense.

"OCTAVIUS!"

KRABOOM!

The ground where the Superior Spider-Man had been standing just seconds ago exploded as Captain Marvel's glowing fist, aiming for the imposter, landed a devastating blow, sending chunks of rock and concrete flying into various directions. Words couldn't begin to explain just how much anger was coursing in Carol Danvers' veins, how much hatred and fury burned in her eyes. She was in a state of mind that demanded one thing and one thing only: vengeance. She was out for blood, specifically that of the man that had deceived the Avengers, the world and her. Otto Octavius, the villain known as Doctor Octopus-he who was thought to have died two years ago, only to cheat death by stealing the body of the one good man in her life. Peter Parker, a man who had gotten to her and who she had grown to love so much. A man who had his life and body stolen from him under their noses and right in front of their eyes…without them ever realizing.

He made her suffer…he made her cry and tear…he made her scream. All this time, she thought she had been deceived by love again. And then the truth came out thanks to Julia Carpenter.

All-out war broke out soon afterwards.

"And you missed again, woman!" the Superior Spider-Man yelled with a cackle as he fired his newest and most potent webbing right at the heroine, successfully snagging her. Carol roared in fury as she tried to rip the material off her, but to no avail. And then she got a vicious kick to her face as Otto, with the proportionate strength of a spider now his, attacked her and sent her crashing to the ground. She looked up to see Jess get back up and fired dozens of venom blasts at their opponent, only for Otto to expertly dodge them all with the grace that didn't belong to him, and fire webbing in her face. Pulling her in, Otto landed a devastating punch onto the female arachnid's face. This only served to fuel Carol's rage even more-Octavius was using Peter's body to hurt Peter's friends and teammates.

With a roar, the heroine fired dual photon energy blasts, only for "his" Spider-Sense to easily allow Otto to dodge left and right. Undeterred, Carol zoomed right in, her speed enhanced by the anger and adrenaline coursing through her, fast enough to out speed even Spider-Sense. Carol grabbed the Superior Spider-Man by the throat as they both crashed into a nearby wall, the concrete and brick falling onto them. With a snarl, Carol raised her fist, glowing viciously and was about to deliver the final blow and-

"Go ahead," Octavius said with an audible sneer, his eyes visible with his lens broken and cracked. "Do it, Avenger. Deliver the final blow. For all the good it'll do."

That awakened her to what she was about to do-she gasped in horror as tears started flooding her eyes. No, she couldn't….she couldn't do it. It was still Peter's face, still his eyes and lips and body. She couldn't bring herself to do it.

"Carol!" Jess yelled from her position as she pummeled more Arach-Nauts. "Don't do it! We still need his body!"

"Sentiment," the Superior Spider-Man sneered triumphantly as his tentacle like appendages came flying out and whacked Carol in the face. Surprised, the heroine was unable to defend herself from Otto's talons and claws as they slashed her face. To top it off, Otto then delivered another vicious punch, this time on Carol's midriff, and it sent her flying into the skies and across the field. She landed with a vicious thud and made another crater upon impact. Carol yelled out in pain upon impact. Otto had proven he was not afraid to tap into the real strength that the body of Spider-Man held inside of it. He was truly going all out and wasn't restraining himself in the slightest, proving so when he even managed to successfully tussle with Thor, Hulk and even Hyperion.

"Carol!" Captain America yelled as he and Wolverine dashed to her position. Jess, having dealt with the Nauts she had faced, flew over to them as well. "Carol," Cap asked as Carol struggled to get up. "Are you ok-?"

"WHAT DO YOU THINK?!" Carol yelled viciously, tears falling down her cheeks as she looked at the super-soldier with fury. Realizing what she had said, she sighed in frustration. "I'm sorry, Steve, but this hurts too much. I can't think straight…"

"Carol, you can' afford that right now," Logan snapped. "We got us a war here, and we need to save Peter. I know this hurts like nothin' you ever experienced before, but you can't be lettin' this affect you!"

How could it not?

The Avengers-herself, Logan, Cap, Jess, Stark, Thor, Hyperion, Hulk, Falcon, Hawkeye, Widow, Sunspot and Jan of the main team; and Luke Cage, Iron Fist, Monica, Jennifer, White Tiger and Power Man of Luke's newest branch off-had been on Spider Island for the last half hour. They were met with fierce opposition by the Superior Spider-Man and his forces, and a vicious battle had ensued. The Avengers wanted Spider-Man, because they had learned the truth.

Julia Carpenter had discovered that Peter Parker was dead. The Web of Life no longer showed him, even though it showed Spider-Man. She had alerted the Avengers after discovering the reason why this was. Then, Carlie Cooper came forward. The Avengers were shocked. Then, the Superior Spider-Man had entered the room. 10 second later, Carol was being restrained by pretty much everyone as Otto made his escape. The Avengers amassed and headed for Spider Island.

Now, Carol took in the landscape. Their fellow Avengers battled against the Arachnauts and their large and dangerous battle machines. Lightning crashed as Thor laid many of the machines to waste, only for dozens more to take their place with each attack. Hulk and Hyperion also crashed through many of the machines. The others were battling the ground troops, engaged in vicious fighting as bullets and arrows and stingers and claws clashed in the battlefield. Carol had instantly gone for Otto, with only Jess heading after her.

"I need to stop him," Carol muttered with gritted teeth as she got up, holding onto Jess for support as she got her second wind. "Peter would want that…I won't let that scumbag defile his legacy anymore. I have to stop him."

"We will," Cap said with authority and confidence. "YOU will." He looked up to the Quinjet hovering in the air, holding Julia Carpenter and Sunspot. "And we'll save him, too."

Carol remembered the one piece of information that gave her hope after she had broken down in tears and anger earlier after Julia said what had happened. "But all isnt' lost-I think…I think…no, I sense that Peter is still in there, buried in the mental subconscious of the mind of Spider-Man. He's been hiding there all this time, and…he's been trying to come back." It had given her that one glimmer of hope that Peter could still bounce back…that she could see him, the real him, again…that she could finally say what she should've said long ago.

"Avengers!" the Superior Spider-Man yelled as he jumped into the air, heading straight for Carol and the others. "This is your final warning-leave this island! Or suffer dearly!"

"That's not going to happen!" Captain America yelled as he flung his shield at the villain's descending figure, only to be sent flying when Otto grabbed it via web lines and flung it back at Cap. At the same moment that Otto landed, Logan unleashed his claws again and raced right for the arachnid imposter, and began hacking and slashing away, only for Otto to easily dodge all the hits and then ram a foot into the mutant's face, sending him flying into the nearby prison building. Otto then turned to look at Captain Marvel and Spider Woman.

"Anything else you two weaklings would like to throw at me?" he sneered.

"Oh, Otto, I will bloody well enjoy hurting you beyond belief," Jess snarled. "You really messed up this time, and I am going make sure you pay, and that doesn't even begin to describe what Captain Marvel here will do to you."

"And how exactly do you plan to do that, my dear?" the Superior Spider-Man laughed. "You've already tried, and you failed. You see the face of your friend…of Peter Parker. You can't bear to hurt me without hurting him. You are stuck in a difficult conundrum, no matter how you look at it. You cannot possibly think that the two of you can stop me? I have-"

"Shut up," Carol snarled. She hated this man, hated him beyond comprehension. He had manipulated her and played with her feelings and heart, making her think that it had been Peter all along. She had been broken emotionally by him. She hurt for so long, thinking Peter had done just what she'd fear he'd do…only to learn Otto Octavius and, in all essence, killed him. "You don't get to say anything, not anymore, and not after what you've done for the last two years. You tainted his name, destroyed his legacy, hurt his family and friends, used him for your own agenda…and you tore apart the ones closest to him."

"You mean you, Danvers?" Otto sneered. "That was fun, I must say." Carol almost roared in hatred. "But it matters not. I have proven I am a more superior hero that Peter Parker ever was."

"That's a lie," Carol snapped. "You'll never be the hero he was. He is ten times the man you'll ever be."

Otto raised an eyebrow. "IS?"

"Is," Carol smirked. "It's not just two against one here, Otto. Peter is still in there."

And like that, Otto went from confident to seething. "No…I destroyed him….well, no matter, I will do it again!" With that, Otto shot a web line and swung away to the prison building, too fast for Carol or Jess to react.

"Carol!" Julia's voice rang through her comm. "I think I can purge Otto from Peter's mind!"

"How?!"

"I can try to telepathically reach out to Peter's spirit and conscious. If I can hook onto that and strengthen it, I can help him regain a footing in his mind and really fight back! The problem is, with you telling Otto Peter was still in there, you removed the element of surprise." Carol swore. "Don't worry, we can still make this work! But Otto knows now, and he's trying to purge Peter again! To make sure this works…I'll need to psychically connect another life conscious into his mindscape. It'll strengthen-!"

"You had me at connect, Julia," Carol interrupted as she and Jess flew into the air. "I'll do it!"

"Are you sure?"

"Positive."

"Ok, Carol-you'll need to physically hold him-and that is no excuse to hit him, we need him in top form for when we succeed and Peter comes back. But this can only work if you can keep him in your hold."

"Oh I will make sure," Carol sneered. "Jess, cover me!"

"You got it," the British Avenger replied. Reaching the arachnid imposter, they both fired their blasts at him. Otto, trying to purge Peter from the mindscape, barely was able to dodge. Jess then zoomed in, firing blasts after blasts and adding in various martial arts techniques to keep Otto distracted and unfocused. Finally, Jess managed to land one good hit on the arachnid, sending him into the skies. "NOW, CAROL!"

And with that, Captain Marvel grabbed the Superior Spider-Man. In that instant, a blinding light burst into her eyes.

When Carol could see again, she saw she was no longer on the battle field, but in some kind of…wasteland; no, it was a kind of film area…no, these….these were memories, she realized with a jolt. Peter's memories. "Oh, my god," Carol gasped quietly as she covered her mouth with her hands. She was bombarded with the sight of so many memories, and some she was familiar with: the night Gwen Stacy died, the day Peter became an Avenger, the day he graduated, the day he became Spider-Man…it was all so captivating and oddly beautiful. She-no, Carol realized. Something was wrong. "They're…" she gasped. Peter wasn't in the memories…a different man was in them, one she recognized with disgust. "They're…polluted!"

"I prefer altered." Carol spun around to see the true Otto Octavius standing before her, in his Octopus attire complete with the metallic tentacles. "They're beautiful, aren't they?" he smirked. "An entire treasure chest of memories, each serving to further my quest to be a superior hero, a better hero…and I believe it works, no?"

"How could you?" Carol yelled.

"I was dying," Otto laughed. "Death does things to people. If Parker's memories of you telling him your life's turning points are correct, you should know that better than most others."

With a vicious yell, Carol made to fire an energy blast…only for nothing to happen. "What?! But how-?!"

"You foolishly chose to come into my mindscape, Danvers!" Otto laughed as a tentacle rammed itself into Carol and sent her flying. She found herself with a shortness of breath as she horrifically realized…that it HURT her. "It is here that I rule!" Otto continued as he dashed for her. "In here, I make all the rules! Everything is under my control! And that includes whether or not you have your powers and abilities! Here is where I determine if you live or die!" More attacks from his tentacles came flying, and Carol just barely managed to dodge by diving under the metallic appendages and ducking.

"I'm not done yet!" she yelled as she dashed at him and landed a vicious uppercut to his chin. Otto staggered back, but was nowhere near out. With a maniacal and unnerving laugh, he again attacked with his tentacles, but this time, Carol couldn't dodge. Every hit landed its mark as Carol screamed and yelled in terrible pain when each hit landed on her. She painfully realized that Otto was right-this was now his domain, and it was here that he had total and complete control. Everything here bent to his will, including her and her powers. She was nothing here. She was utterly helpless and defenseless. More attacks from the tentacles came, and more screams of pain and agony escaped her lips. A tentacle grabbed her waist and slammed her into the ground. Another tentacle grabbed her struggling form and threw her into the air and then slammed her back into the ground. Another attack came as she was grabbed by the face by another tentacle and face-slammed repeatedly into the ground. Another vicious hit came when the tentacle let her go and threw her aside and painfully into the ground. Carol roared in agony, tears in her eyes. She couldn't fight him, not here and not like this. Struggling to get up, Carol started to cry angrily, unwilling to accept this. Julia said this would work, but it didn't.

"Once I purge you from Parker's mind," Otto chuckled sinisterly as he approached the heroine, "I will find Parker in this place once again, and this time, I will make sure that he doesn't come back. It is a shame…you really are quite beautiful. But alas, this is necessary to ensure my place as Spider-Man."

Something in those words awoke something inside Carol…Spider-Man…Peter…her Peter; no, she couldn't give up. Not after coming so far. She was here to save him, and save him she was going to do. She had to-she needed to. She needed Peter, and she needed him now. She was doing this for him, because of how much he meant to her, because of what they'd been through.

Because she loved him.

"Goodbye, Captain," Otto smirked as he attacked with a tentacle, expecting a fatal hit…only to be shocked and horrified by Carol grabbing the tentacle and holding tightly. Her face was morphed into anger and hatred…and looking right at him. "But…HOW?! This is MY MIND, MY MINDSCAPE, MY DOMAIN! HOW-?!"

"Guess who?!" That voice, they realized…

"Park-OOOMPPPHH!" Otto yelled as he was kicked aside and crashed onto the ground. The tentacle Carol had been wrestling slipped out of her hand. She looked up and couldn't believe her eyes. Standing before her, in full Spider-Man attire sans the mask, a gloved hand held out for her to pull herself up, a nerdy grin on his face and passionate fire in his eyes…was her Peter Parker. Her Amazing Spider-Man.

"Peter…"

"You came for me…" he said, his eyes glistening. "I…I was starting to lose hope, no I did lose hope. But…" He was interrupted by the biggest hug he had ever gotten and the most passionate kiss he had ever received.

"No!" Otto yelled as he got back up, getting the attention of the two Avengers yet again. "How?! All this time…You were gone! Your memories became my memories! I DEFEATED YOU AND PURGED YOU! HOW ARE YOU STILL HERE!?"

"Because it's MY mind, Doc," Peter replied, determination in his voice and all joking aside. "And I can't be removed from it, even by your methods. I'm here to stay, and it's time you get lost. Today, Peter Parker is coming back to the world."

"Bah!" Otto exclaimed as he raised his tentacles again. "I've beaten you before, and you were at full strength! How do you think you can possibly-AAUUGGHHH!" He was interrupted as a powerful energy blast hit him square in the chest, sending the villain crashing down into the ground.

"Because he's got me," Carol replied, her fist smoking from the blast. "And since it's his mindscape, his beliefs trump yours…meaning I have my powers again. And you're going to get it."

With that, both Peter and Carol attacked the villain posing as a hero, and let loose with everything they had. It was a battle of dominance as Peter and Otto fought for control of the mindscape, but Peter was not alone. Carol was right there by his side, fighting with him and alongside him. Otto, despite being here for so long and altering & molding it to his will, found himself unable to hold his position with Peter's newfound strength granted by Carol's presence. Peter fired web shots after web shots, blinding Otto so he couldn't block Peter's punches and hits. Carol managed to grab the tentacles together as one and flung Otto to the ground for her to blast repeatedly. Otto's tentacles then sprang to life and began attacking the both of them, but they were ready. Peter webbed two of them and snapped them forward, making them collide with the other two tentacles. This made Otto come flying forward, right into Carol's waiting boot. Otto fell back onto the ground, but realized something that Peter and Carol also saw-in the fields of memories, where Otto once polluted them, images of Peter were now returning to their rightful place. This meant that Peter and Carol were winning, and that Otto's hold on Peter's mind was now weakening. This was unacceptable to the villain. With a yell, he made to attack Peter, only for Carol to intercept and land an energy blast on his chest. Peter the followed up with a roundhouse kick, followed by a spinning kick from Carol.

"No…no, I cheated death!" Otto snarled as he struggled to get back up, the anger in his voice replaced by…fear? "This isn't possible! I had finally won! I had defeated Spider-Man at last! This…this-!"

"This is over, Octavius," Carol finished, her hands glowing.

"I'm putting an end to this madness of yours," Peter agreed, his web shooters ready. "You aren't going to destroy anything anymore."

"No….NO! I AM THE SUPERIOR SPIDER-MAN!" Octavius roared as he leapt at the two Avengers, his tentacles waving viciously and in attacking formation; Otto roared angrily and vicious, unwilling to surrender at all. But Peter and Carol weren't having any of it. Peter's mind belonged to Peter Parker, and no one else. Alone, Peter could not prevail and regain his life. But Peter was no longer alone-by his side, was the woman he had grown to love: Carol Danvers, the mighty Captain Marvel. She had come to save him, to bring him back to the world. She had given him new strength, new ability…she gave him the ability to fight back for the ones he loved.

And that placed her on the top of the list.

"Ready?" Peter asked.

"Ready," Carol smiled.

Photon blasts and web lines fired, landing right onto the villain. As the attacks landed and kept going, Otto kept coming, refusing to give in. The two Avengers' attacks intensified, both of them unleashing vicious battle cries as they refused to let up. A stalemate ensued. The three of them didn't know that in the physical world, Jess was trying to hold a squirming and screaming Spider-Man and Captain Marvel in place, or that Julia Carpenter was with her trying to keep the connection going now that the Avengers had managed to defeated the Superior Spider-Man's forces.

Then, Otto began glowing. It was slow at first, but it intensified, and he, Peter and Carol knew it to mean only one thing: Otto Octavius had lost. He was being purged from Peter's mind once and for all. "NOOOOO!" Otto yelled out in agony as he grew brighter and brighter, until finally…

…

…

"…rol? Carol?"

Carol opened her eyes, the sun rapidly blinding her. She realized that she was lying on the ground, and that Jess was holding her and that Julia was kneeling next to them. She also realized that it was Jess' voice she was hearing. "Jess?" she asked. "What happened? The last thing I remember was me and Peter…Peter! Jess, where is he?!" she demanded as she yelled.

"Ow…my ears…" a voice moaned…a voice right next to her, she realized. Carol looked down next to her to see…a Spider-Man moving slowly. By now the other Avengers had handed the Arachnauts to the arriving NYPD and SHIELD personnel and had come over to the four of them. Cap suddenly froze and motioned for the rest of the Avengers to stop moving as well.

"Hold on," he said. "We don't know if it's him or…" Despite his trailing off, they all knew what he meant. Even Jess and Julia backed off a bit as he said that.

Carol, however, knew different. "Peter…?" she whispered, taking off the mask gently and exposing the face she had come to love seeing. "Peter?" The man moaned as he opened his eyes slowly, adjusting to the sunlight, and to what he thought was the most angelic face he had ever seen. His eyes came into focus.

They all held their breath.

"Are you telling me," Peter Parker said, "that in two years, you still haven't done anything about that hair?" He chuckled as his hand then began playing with Carol's bob cut/mohawk fusion hairstyle. At those words, Carol simply laughed in joy and welcomed Peter back to the world with a loving kiss, which he returned in full. At this, the other Avengers broke into smiles and laughter. Peter Parker was back; their Amazing Spider-Man was back.

The Superior Spider-Man was defeated.

And Peter was back in Carol's life again.

XXXXX-A/N-XXXXX

Well, there you have it, guys. The Superior Spider-Man chapter. Hope you guys enjoyed it and thanks for reading. As always, reviews and feedback are all appreciated, as well.

Heads up: "Saving Peter Parker" and "Kill the Spider" have just launched today so check them out :D

Next chapter, the Sandman, even if it kills me!

Until next time readers.