Continued from last issue... while Peter Parker in Octavius' body struggles to initiate a plan to get his body back, Octavius in Peter's body is having a date with Mary Jane in Peter's Tribeca apartment. Mary Jane asks if they are really going to start up their relationship again and Peter/Ock says yes. Mary Jane rips open Peter's shirt only to find his Spider-Man costume. Mary Jane pauses in dismay and Peter/Ock doesn't understand why she cannot take the fact that Peter is Spider-Man.

Suddenly, a beeping sound ensues from the computer. "Peter" had set up something on his computer to notify whenever something pertaining to Doctor Octopus arose again. The Daily Bugle's website informs Peter/Ock of Ock/Peter's escape. Mary Jane ushers Peter to go fight Octavius saying she understands why he must. Peter/Ock goes to John F. Kennedy airport and requests a round-trip ticket to Belgium that will take him home tomorrow. The attendant informs him that he will be spending most of his time in the air and Peter/Ock says, "Yes. About fifteen hours. For some people, that's a lifetime."

Back in Octavius' lair where the real Peter is trapped inside that body as Ock/Peter, Trapster revives him. Peter wakes up and realizes to his dismay that all that has transpired was not a dream. Trapster hooks him up to a mobile life support system with all of his mechanical arms. Peter then assists Trapster in inputting the right calculations into the rejuvenation machine. Peter gets shocked and Trapster, Hydroman, and Scorpion look on skeptically. Peter faints to the sound of Trapster calling out, "DOC!?"

He suddenly wakes up in a type of dream heaven with all the people that have died around him in his own body. He first appears in his old glasses and sweatshirt garb. He looks around and realizes he's back in his old Forest Hills Ingram street residence. Tim Harrison, the kid who collects Spider-Man paraphernalia, bikes past him as he tries to figure out what exactly is going on. Peter suddenly is in a yellow jacket and green-ish jeans when he meets Aleksei and Oksana who tell him that there is only love here where he is. Peter wonders if he is in heaven when suddenly a voice tells him that this was not supposed to be his time yet. Peter turns and sees Silver Sable who tells him he has failed. She says that Peter should have let Octavius die. A hand pats Peter on the shoulder and reassures him. The voice tells him not to listen to Sable and says that if he had let Octavius die he wouldn't be Spider-Man. Peter turns around, now dressed in a black coat and jeans, and sees Captain George Stacy and Gwen Stacy. Peter immediately starts apologizing but Captain Stacy stops him and once again reassures him that he has never faltered from the right path. Gwen kisses him on the cheek and tells him that everything worked out in the end. Marla Jameson appears next and Peter apologizes for letting her die. She pushes the apology aside and says that she merely opened a door for him; that he had succeeded all on his own and she knows it. She gestures to two people beside her, Richard and Mary Parker. Peter, dressed in a Horizon lab coat, is delighted. Mary tells Peter of how they have always been watching him and Richard praises the boy. Another voice chimes in and tells him to stop in fear of spoiling the boy. Peter turns around to see his Uncle Ben.

Peter turns to face him dressed in his Spider-Man costume unmasked. Uncle Ben says that Peter can't stay here and that he has to go. Peter is shocked. He wants to stay with Uncle Ben. He slows down and thinks it's all because of that one mistake that let his uncle die. He almost breaks down and tells his Uncle that he's been trying so hard all the time to live up to what his uncle taught him. Uncle Ben dissuades these fears and tells him that he has earned a rest, but he cannot rest now because he needs to wake back up. He can't give Peter his blessing to rest because he needs to go back to make sure that a man like Octavius will never be Spider-Man. He can't let Octavius destroy the life he's built. Peter puts on his mask and resolves to go back and face his enemy once more. Uncle Ben pats him on the head and says that he can rest after all this is over. That he can let someone ELSE be Spider-Man, but he has to get up one more time and fight. Uncle Ben's parting words are: "C'mon, Peter! GET UP!"

Peter wakes up in Octavius' body to the sound of Trapster calling out "DOC?!". Hydro-Man suggests that Octavius lay down for a minute but Peter is hell-bent on going forward. He puts on a lab coat and prepares to go out full force to confront Peter/Ock. Peter has a crazy plan and his first step is to infiltrate a police station.

Back at the Raft, Mayor Jameson is yelling at the guards demanding to know how many prisoners escaped. The guard says two: Octavius and Morbius. Jameson demands to see Smythe in order to make sure he is still incarcerated. He exits the Raft only to be mobbed by a crowd of reporters. He remarks on how they're all parasites to which Glory reminds him that he was once part of the media. Jameson tells the reporters that he's going to throw everything he's got at Octavius. Jameson is not afraid of Doctor Octopus because there doesn't seem to be one master plan that Octavius has swiftly pulled off and says that Octavius has only ever been one thing: a loser.

Meanwhile, the broadcast is being aired conveniently at the airport Peter/Ock is at. The flight desk attendant calls Peter/Ock for final boarding as he hears Jameson call him a loser. He tells her that he's thinking about it. Across town at the 18th Precinct, Peter in Octavius' body is raiding the building and tells his "allies" not to harm any officers. He breaks into the storage locker and finds that the golden octo-bot is stored in there. Just then, Carlie Cooper comes in and threatens Octavius at gunpoint. Peter frantically tries to explain that it's him in Octavius' body but Carlie doesn't believe him. She asks him to tell her something that only Spidey and she would know. He tells her that only she and MJ know that he is Spider-Man and that Spider-Man is Peter Parker. Carlie closes her eyes and thinks. She then shoots still not believing Peter. The arms move automatically to block the shots and accidentally break Carlie's arm. Peter ties up her arm to stop the bleeding and then looks back again at what he's doing. He regrets at what lengths he's going to, and he thinks that he should stop.

Carlie is seen to be fine on News6 as her arm is wrapped up. Another ways across town, "Spider-Man" lands in the windowsill of Jay and May's apartment. He pushes all of their suspicions as to why he is here by saying that the Scorpion is after all of Jameson's family while Octavius is after the Parker's family because of their connection to "him". Aunt May is worried about Peter but "Spidey" tells her and all of Peter's co-workers and friends, including Mary Jane, that Peter had flown out of New York based on his credit history. He gathers every one of Peter's co-workers, former and current, and his friends across the city and puts them all in the Avenger's tower for "safety". Peter in Octavius' body frantically works on the golden octo-bot when suddenly Spider-Man's image pops up all over the screens in front of him. "Spider-Man" assures that he has out-thought "Octavius" at every turn and has gathered everyone dear to "him" somewhere where "Octavius" will never find them. Octavius in Peter's body tries to activate the self-destruct for the base but Peter had already removed it. "Spider-Man" has another ace-in-the-hole as he has informed the police of "Octavius'" current whereabouts under the Staten Island garbage landfill. Peter is outraged that Octavius would drag normal people into a superpowered situation but "Spider-Man" merely bids him good luck and hangs up. Peter calls Scorpion and Hydro-Man to help defend the base and tells him them not to hurt them because they need them for questioning.

While Scorpion and Hydro-Man duke it out outside, Peter finishes working on the golden octo-bot. Trapster figures out that the Octo-bot is used for switching brains. He yells but Peter uses the glue guns in his arms to stick Trapster down so he can't inform the others. Peter emerges in Octavius' submarine and Scorpion and Hydro-Man board. He tells them that Trapster had been captured and that they don't need him anyway. The armored cops find Trapster glued with a note sticking to him saying "Courtesy of your Friendly Neighborhood Doc Ock".

Back to where all of Peter's colleagues and friends are, Jameson reassures them of "Peter's" escape and they thank him for it. He brushes off their compliments and says that he did it because they're all family and that he's finally realized how important family is. Underneath them all in the sewers, Peter in Octavius' body breaks him and his "allies" into Avengers Tower. His logic is that if Trapster can figure out that he was using a brain-swapping device then the likes of Iron Man and Beast can figure it out too. He is interrupted by Octavius in Spider-Man's body. He compliments Octavius on how clever "he" was to activate all of the hidden giant Octo-bots around the globe so that all the rest of the Avengers would be busy while "Spider-Man" himself stayed at the Tower to guard it. Peter has finally run out of reserve plans. He goes all out and in a last-ditch effort he commands Hydro-Man and Scorpion to simply attack Spidey. Scorpion asks if he can kill him and Peter finally gives and green-lights killing and condones whatever it takes. "Spider-Man" had augmented the building's defense system's from "Stun" to "Kill" in preparation so that he'd be able to have an easier fight. He then conveniently slips out the fact that he's been keeping Jameson and company in the Avenger's tower. Scorpion takes Hydro-Man and they both abandon Octavius to find Jameson.

"Spider-Man" chides himself and swings off to help "save" the people in the safe room. He bids Peter good luck in dodging the building's lasers without Spider-Sense. Hydro-Man finds all of Peter's colleagues but the Horizon gang siphon him off into a a tank and Max contains Hydro-Mans "soul molecule". Scorpion breaks through the wall and threatens Jameson's family but Jameson tries to protect them. However, Gargan doesn't care and muses over attacking Jay's wife, May Parker-Jameson. "Spider-Man" swings in kicks him in the face when suddenly he gets s flashback of Aunt May telling a younger high-school version of Peter that she loves him. He quickly comes back and dodges Scorpion's tail. He lashes out screaming "ENOUGH" and socks Scorpion's jaw clean off. Jameson congratulates Spider-Man when suddenly Peter in Octavius' body conveniently has escaped all the lasers. He says that if Gargan dies that he'll never forgive Octavius. He tightens his grip on "Spider-Man" when suddenly "Spidey" shoots out impact webbing and hits several of Peter's friends in the back.

Peter is slightly distracted but determined to do whatever it takes now to finish off Octavius. He pushes them through a window and the fall before them is an enormous height down. "Spider-Man" spins a web-cushion to lighten the fall. While both of them are stunned on the ground, Peter takes control of the golden octo-bot and tells Octavius that he wins either way because he can never be Spider-Man again after switching minds because in doing so he would directly kill someone. However, Octavius has built a carbonadium head plating to shield the bot's tendrils and Peter cannot make the switch when the Octo-bot reaches "Peter's" neck. "Spider-Man" stands up and gives "Octavius'" face an almighty punch and Peter in Octavius' body collapses while Octavius raises a taxi to crush him. Suddenly they both experience a memory about Uncle Ben and Peter realizes that even though a direct connection was not made there still was a connection present and while their whole minds weren't transferred his memories were still conveyed and they both can experience it due to the mutual link. Peter makes Octavius live through and feel the things he's felt, the lessons he's learned, the losses he's experienced, the grief he's felt, the good in people he's seen, and how far he's come.

Octavius asks Peter if he would do this all over again and Peter says yes. Peter says it's because it's who he--they are. Everybody gathers outside and see Spider-Man holding Octavius' dying body. Octavius tells Peter that he doesn't want this but Peter says it's too late. He has to be Spider-Man now. Octavius asks how he can do this and Peter tells him, "Because you have to. Because...with great power..." Octavius interrupts and says, "...Must come great responisbility. I understand." Peter says that Ock better understand it because he's Spider-Man now. Mary Jane calls out to "Spidey" to be careful and Peter realizes everybody related to him or has been his friend is there. He asks to see them one more time. He makes Octavius promises to protect them all. Octavius promises and Peter dies in his arms.

Octavius in Peter's body looks into the horizon. He swears to be Spider-Man from now on in his head. A better Spider-Man than Peter ever was.

A SUPERIOR SPIDER-MAN

The End.