That’S all that matters peter instructs, hydro man and scorpion to distract their attackers for the moment, but not to harm them in any way. Dr octopus’s, three new henchmen, all look at each other with raised eyebrows. The scorpion disregards the order stating that the team only needs one alive for questioning, but for the record the doctor has been acting very strange lately. That’S twice now with the don’t hurt, cops garbage, maybe it’s, just because the doctor knows that his time is short. Maybe his guilt is finally starting to weigh on him. Hydroman has seen the vulture do the exact same thing as he and scorpion dispatch, the attacking spider slayer patrollers. The only thing they are concerned with is the payment inside the base. Peter completes his project, but before he can announce it, the trapzer tells him that he already knows what the doctor is up to. The trapster tells dr octopus that he is not an idiot. Dr octopus is dying and he’s going to use this device. This brain swap technology to take his the trapster’s body. Peter tells him that he’s close, but no cigar before using his mechanical arms to grab the trapster’s glue guns and stick him to the wall, leaving him for the incoming police forces. Peter then summons a submarine for him scorpion and hydro man to depart with.

When the two ask about the trapster, dr octopus only tells them that they’re better off without him elsewhere in spider, man’s secret, safe room.

The group of innocents begin to worry. They can only reason that being cut off from the outside world must somehow be part of spidey’s secret plan. Jay being family now tells the worrying op me that he used his powers as mayor to track down peter telling her that peter just recently bought a ticket to brussels he’s out of the country safe. His father jade jonah, jameson senior smiles and thanks his son as jay puts it. He may be a pig headed fool, but he shouldn’t take a plane falling out the sky, to remind him how important family is mary, jane finding herself alone, with her thoughts decides that it may be time for a miracle. She clicks on the intercom to the lab that spider man resides in to ask if they can speak, but he tells the woman that he is busy and that she needs to go away, but mary jane refuses. She can stand there all night and she doesn’t care anymore. She’S scared, he’s scared, worried that something is going to happen between the two of them if they take a leap, but she believes in him, but not because he’s spider man, but because not this again spider man cuts her off. His head is already full for plucky pep talks over and over and look here’s a fresh one for his ears to enjoy that’s all.

She is now the plucky best friend with the one motivational speech and what’s the point.

Why is she still even around the sudden outburst leaves mary jane, speechless spider. Man turns to walk away and mary jane professes her love for him. Spider man stops walking and turns back around. Then he pulls his mask off and kisses mary jane. Meanwhile, underneath columbus circle, dr octopus’s submarine emerges both hydro man and scorpion are unfamiliar with their location, but dr octopus tells them to be quiet. He needs to be able to focus in order to remember the code. His liver is failing, both kidneys are shot. The pain is excruciating and there is not much time left. This is peter’s last shot. After this, he has nowhere else to go as peter finishes punching in the correct passcode and the three enter the elevator. What his two henchmen don’t know is that this elevator, that they are currently accessing is not one of the doctor’s bunkers. They are preparing to ascend into the avengers tower hydroman and scorpion erupt with opposition. Dr octopus has been trying to keep them off the avengers radar. All night, why would they do all that they did before just to go and knock on the avengers front door? Dr octopus tells them that this is all part of his plan with little description on. What set plan is peter knows that his two henchmen are catching on. He also knows that if an idiot like the trapster can figure out that the device he created is a brain swapping device, then a genius like iron man, beast or giant man will spot it in seconds.

He has all the proof he needs. He just needs to find someone to deliver it to, but all peter finds is spider. Man and spider. Man tells dr octopus that it was very clever of him to activate all the hidden octobots around the globe, drawing all the other avengers away so that he could have spiderman all to himself. It makes him wonder what other kind of tricks dr octopus, has waiting for. Peter seeing this as an out agrees that this was his plan all along and orders his henchmen to attack this time, killing their target if necessary. But this time spider man is prepared. Spider man has single handedly taken the necessary precautions to even the score, including augmenting. The building settings from stun to kill the scorpion immediately has to give it to spider man. He didn’t know he had it in him, but the scorpion’s newest armor can more than withstand the assault. Turrets begin to emerge from the walls and floors and bullets begin to rain peter whispers to octavius that he will never get away with this, but spider man responds loud enough for the others to hear that he will never reveal where he has hidden jameson and his Family in the tower, the obvious separation tactic works when scorpion realizes that jameson is somewhere nearby scorpion tells hydroman to stick with him if he can just get his hands on jameson, then ox plan and the money don’t matter. Well now, look at that otto chides.

He supposes that as spider man, he is honor bound to save these poor innocent souls. Otto says farewell to peter before swinging away. Otto will just have to leave him to the guns and lasers and without his spider sense, to help him escaping will be impossible for peter at this point elsewhere, hydroman slinks through the air vent until he finds the group of innocents, the mayor and a whole bunch Of other people crammed in a single room like fish in a barrel, unfortunately, for hydro man, one of those people is max model and his team of scientists that are already ready, with their patented extractor, a proverbial vacuum for the lack of a better term with hydroman Easily dealt with the team of innocents look to each other to check for injuries that’s when the scorpion strikes bursting a hole through a nearby wall. He calls out for jameson to show himself and if not him, then maybe one of his loved ones will suffice. The scorpion reasons that the best way to get back at jameson will be through his father, and he does see him among the group. After all, jameson stands forward and instructs for the others to evacuate through the exit that the scorpion made stating that it’s him. That gargan wants. He is the one to blame for getting him turned into a freak. If gargant is going to take out his anger on anyone, then it should be jonah. Well that seals it, then, with that in mind, gargan will just have to go for jameson’s new mother in law, the sweet old lady may.

At that moment, spider man swings in landing in between scorpion and the innocent and then leaps forward landing a powerful kick across scorpion’s face telling scorpion that he won’t allow him to harm a single hair on the woman’s head within his mind, a powerful memory of peter And may stirs awake and stuns otto. The scorpion uses this opportunity to swing his tail at spider man, but spider man’s senses alert him allowing him to dodge otto has had enough of this enough spider man launches forward with a powerful haymaker from the right and knocks scorpion’s jaw completely off his body. Aunt may shields her eyes from the brutality deep down. She knew that spider man was a menace. The one place that wasn’t armored on scorpion’s body was taken clean off. Otto always knew that peter’s body held so much power, but this after all these years. Otto. Finally, realizes that peter must have been holding back, showing him mercy, but he’s, not peter jameson approaches hand extended eagerly awaiting to shake his hand. Spider man saved his family. After all, the least he could do was think him properly, but before spider man can turn around. He is entangled by one of dr octopus’s. Tentacles. Jonah instantly regrets the idea of him being nothing more than a distraction. If something happens to the wall crawler now of all times, jay will never be able to forgive himself. Dr octopus grabs a hold of spider man with the second appendage, strangling him and walks him towards a nearby window.

If gargan dies, then spider man leaves dr octopus with no other choice. Otto will go to any length to fulfill his plans, so this leaves peter with no other choice, but to do the same, he is going to end it once and for all. Peter uses his bare arm to break open the window before tackling spider man out sending them both falling to the ground. Dozens of feet below peter knows that his current body doesn’t have more than moments left to live. So if this is what he has to do to make sure otto goes with him, then so be it Music. Otto seemingly begins to frantically fire wept towards the ground. Peter watches, but doesn’t understand what otto is doing. A web net from that height would almost be as bad as hitting the pavement. It is not until the webs begin to connect and form pockets of air within that peter notices that otto isn’t making a net he is making a cushion an air bag. Admittedly, clever and something that peter never personally would have ever thought to do as they collide, even as soft as it may be, peter can feel the collision causing his spine to shatter Music, but he still has one trick up his sleeve. The golden octobot otto’s body lay weakly over the web, cushion as a small robot begins to crawl over his body, making its way to the base of his skull. Peter tells otto that, even though otto lost otto has still won forcing peter’s hand, making him kill even after peter puts himself back in his body, he can never go back to being spider man again, even if that body has only seconds left, he knew what he Was doing when he made that jump, he was ending otto’s life.

That is a line that he swore he would never cross, and now he has to find a way to live with it. The octobot lunges its tiny appendage at the base of otto’s skull and peter is cut off mid sentence by yet another one of otto’s surprises, carbonadium plating, otto encased his mask in it, and now his cranium is completely shielded. In other words, victory is his spider. Man lifts himself to his feet and lands. A powerful left strike on dr octopus, sending him flying a number of feet in the opposite direction. Onlookers and the police arrive on scene to watch the ongoing battle in front of the avengers tower and slipping through the crowd. Carly cooper emerges Music. Meanwhile, spider man lifts a car above his head and walks towards dr octopus eager to land the final crushing blow peter struggles to push himself up off the ground. He knows that he has to fight this, but he’s, tired, he’s, just so tired. That is when peter hears his uncle ben’s voice, telling peter that he isn’t fooling anyone. He knows that he’s, awake and it’s time for school, peter mumbles back that uncle ben is the worst and otto finishes his statement. Worse than a room full of alarm clocks, otto then snaps back to his senses and drops a card to his side wondering what just happened to him. It doesn’t take a full second for peter to realize that there’s still some sort of neural link between the two of them, the octobot beams peter’s brain patterns into ox body.

There may need to be a direct link for a full transfer, but the link still exists and peter knows just how to use it. He shows otto everything, aunt may and uncle ben raising him. The spider bite, the burglar and the greatest mistake he ever made Music. Otto was overcome by emotion, pain, sorrow, regret, guilt, otto tells peter to cease it all at once. Stop this or else otto will kill him, but peter knows he won’t, because otto knows how valuable life is and what a tragedy it is each and every time it is cut short. Otto sees the death of mrs jameson. He sees captain stacy dying in his arms and his daughter gwen that followed all too soon after he sees it all and he falls to his knees and tells peter that the mental strain is too much he can’t go on, but peter tells him he can. Otto will be surprised at how much he can do and how much things are worth fighting for. Otto sees himself beating more loom lifting the unliftable besting, the symbiote, stopping the juggernaut stopping himself from killing dr octopus. He sees the impossible. He sees all the feats that spider man had done up till now. Not only can he see it, he can feel it. He lived it and peter tells him that he would do it all again. Even saving otto, because that’s what he no that’s, who they are, the group of innocents arrive on the scene and mary jane sees carly waiting on the front lines she rushes to join her and carly catches her up on what she can at the moment.

They are still too far away to hear anything. Meanwhile, otto gently lifts peter’s head so that he may give his last words. Otto tells him that he doesn’t want any of this, but peter tells him that this is what he signed up for, because with great power, otto once again finishes. His statement comes great responsibility with that. Peter asks otto to lift his head a little higher so that he can see his family one last time, Music shortly after peter passes, leaving otto standing alone in the light of the sunrise. Otto at last says his goodbyes to peter parker, making an oath to his fallen enemy. He will carry on peter’s name peter may be leaving this world, but he will not be leaving it a villain. Otto swears. He will be spider man better.