Peter Parker’s mind, trapped in the terminally ill, decaying body of Otto Octavius is dead. 

Otto Octavius’ mind now possesses Parker’s body.

But not all is as it seems. In Peter’s last moments, his entire life flashed before his eyes AND Otto’s. Otto experienced all of Peter’s life at once and it changed him. 

Your life experience is a big part of what shapes the person you become and in that moment, Otto really did get what being Parker and Spider-man were all about and he resolved himself to be a better man, to use his many gifts to help humanity and actually BE a Superior Spider-man. 

In one life changing moment, the evil super genius was replaced by a man truly seeking redemption.

Mind you, he was still an arrogant jerk who often spoke like a super villain. He couldn’t help himself, but he was legit going to try his best, in both science and Superheroing.

And he did! 

Otto applied his scientific brilliance to inventions and specifically updated, modified and enhanced everything about the way Spider-man operates. Adding enhanced  properties to his eye pieces, extra mechanical arms, even employing nano tech with spider-tracers into his finger tips along with dangerous offensive claws.

He created an army of small spider-bots that would patrol the city as his eyes and ears to root out potential trouble or to find his enemies. He also gave the police a huge boost by employing a sort of triage to crime reports, as his bots would notify police of any wrongdoings in the vicinity, things more suited to their capabilities, while he focused on the higher priority problems. 

In short, he truly was a Superior Spider-man in every way. 

Unfortunately, Parker was still a problem. On a couple levels.

Otto wanted to start developing new inventions, breakthroughs, etc., since he was now Doctor Parker. 

One problem. Peter never got his doctorate. This angered Otto and blew his mind, that Parker never even managed to accomplished this, so HE had to do it FOR him. So  back he went to university to rectify it. 

Another problem — Peter wasn’t quite dead and gone. He was mostly dead, but not all the way. Peter’s essence was still in there but at the moment, all he could do was observe everything Otto did. The scariest and most horrific backseat ride ever.

Peter could see Otto successfully accomplishing everything Peter could and should have done as Spider-man. 

Otto was totally oblivious to Peter’s presence though.

Unfortunately, Peter could also see Otto’s memories of *his* past life, including the romantic time he spent with Aunt May–it…was a thing many years ago. 

And even MORE unfortunately, he could do nothing but watch as Otto tried to hook up with Mary Jane. Good thing for Peter then, that Otto had absolutely no game whatsoever. Things moved way too slow between them –thank goodness– and Otto actually found someone else at university, one Anna Maria Marconi.

Otto was impressed and taken with Anna Maria on many levels. Not only did she have a keen intellect but, as a little person, faced her share of challenges, which Otto could relate to from when he was the abused little fat kid.

It was quite a lovely relationship and Anna Maria was good for Otto, who had everything running and operating quite well, right down to creating his (Peter’s) own corporation. 

And during this time, let’s not forget that Spidey was appearing in several books a month, all featuring Otto as TSS. And it was kinda wonderful. 

Of course Otto could be an intolerant, opinionated jerk, but he was also incredibly logical and most of the time, made a lot of sense. He was usually right. The only thing working against him was his brusque attitude. But, oh, there were moments, brilliant moments.

At one point, he was summoned to the Baxter Building, HQ of the Fantastic Four. Otto naturally assumed that since Peter and Reed had worked together in the past, that Richards was once again seeking a friendly consult of some sort or maybe his other skills were needed for something else. So you can imagine how he took it when it turns out that it wasn’t the actual FF but the temporary replacement team (Ant man, She Hulk, Medusa and some woman in a Thing suit) who was heading off on a mission. They just contacted Spider-man to watch the kids. Priceless. 

He also featured in his team up book and met up with the X-men to battle a giant spider creature in Manhattan. A battle plan already in his head, he quickly started shouting orders, and being pure Otto, raised Wolverine’s suspicions. But when Logan got on his case, instead of the usual response Spidey would give, backing off with a joke or a yessir…..Otto kicked his ass. Otto Octavius, in Spider-man’s body, pounded the hell out of Wolverine and knocked him out. It was a pleasure to behold because let’s face it, even the X-men admitted they’ve all wanted to do that to him at some point.

The biggest hurdle was the Avengers though, since he, as Spidey, was a member in good standing, the team tried to basically interrogate him as to his recent conduct in the field. Otto, as Spider-man, was a lot more brutal on crime, with only the presence of Peter managing to exert at least enough control to stop him going further. They were suspicious and Otto feared they might somehow detect he was not who he said he was. The disembodied Parker was ecstatic though, that they would find out. Cursory tests came up inconclusive. But before they could do an ultra deep probe into his psyche, Otto beat them all to the punch, angrily taunting Captain America himself about not respecting Otto’s rights, his personal *freedom*. Cap relented. Game set and match, Otto.

At one point, Otto did come to realize Peter was still in there and set about extinguishing that spark and seemingly did so.

I’ll be honest. Yes, it was an evil plan Otto had to take over Peter’s life, and it succeeded. 

And really, it was the mist interesting the book had been in many, many years. 

But we all knew Otto couldn’t keep Peter’s body. But to turn it around, you would have to write quite a story. It was in the hands of Dan Slott.

Frankly, I thought the end result was lacking. A bit weak. I didn’t quite buy it. 

Basically, while Otto was setting up *his* operation, Norman Osborne, the Green Goblin, was amassing his own grand plans with a Goblin army behind Otto’s back and underneath the city, away from prying eyes. 

When Osborne launched the attack against the city in earnest, we’re led to believe it was all too much for Otto, who eventually weakened his resolve enough for what little of Peter was left to get a hand hold. Eventually, Otto preferred that Peter come to the forefront, and regain control, as this was the type of fight he was much better at staging. Most of all, he felt Peter was better equipped to save Anna Maria, who was in danger along with all Peter’s friends and family. So Otto stepped aside for Peter to take over, thus jettisoning Otto forever from Peter’s head. 

And Peter battled back and stopped the Goblin, blah blah blah.

Later, Peter had to break the bad news to everyone else about what had been going on. Including poor Anna Maria. 

Sure, Slott did what he had to do to bring back the status quo but it was a boring status quo. Otto was pretty brilliant, and I have a hard time believing that the guy who came so close to ruling the world, and could manage leadership of the Sinister six and so many operations in the past, couldn’t take down crazy Norman Osbourne. A little bit too much on the nose for my money. I didn’t buy it, any more than I buy Peter managing so much better. And Peter….

Peter gets his own body back, his life back, plus he’s now got the doctorate Otto got for him, a successful corporation, inventions and patents Otto got for him. Nothing he himself had earned. 

I guess you could say it could be considered just reward for what Otto put him through. 

But of course within a rather short amount of time, Peter managed to lose everything and go bankrupt. Nothing to do with the Parker luck, just Peter being an idiot. And he really shouldn’t be. Depicting him as a loser on this scale is just sad and that’s why I stopped following the book after Otto went away.

I think they tried to put together another Superior Spider-man book working some time displacement angle or I don’t know what but it wasn’t the same. 

And it’s a shame.

Because for a while, the book and the character were actually interesting again.