With that, he sat in his lab and put on the equipment on his head he retrieved from Cardiac and pressed the button. 

In his mind, Otto had one final showdown with the remnants of Peter's personality.

Otto was in his Dr Octopus form, facing Peter Parker in front of the Daily Bugle.

"Ah.. the Parker memory fragment. Shouldn't take long to dispose of you" Otto said

"Think again Ock. You made a big mistake coming here. My world my rules" Peter said

"What is the meaning of this?" Otto asked as civilians started surrounding him

"I'll tell you Otto, but you'll never understand" Peter said

"Is this a joke Parker? A motley assortment of civilians? Is this your army?" Otto asked as people he recognized from Peter's memories like Uncle Ben, Gwen Stacy, his parents surrounded Otto.

Not only were they the dead loved ones of Peter, but also those still alive that he treasured, like Mary Jane, Aunt May and even people he respected like J Jonah Jameson.

"They're better than any army. They're my friends, my family" Peter said as they grabbed Otto

"More than anything on Earth, the give me strength. In here, they are my world, and next to them, you are nothing!" Peter said as they attacked him.

"Oh Peter! Did you think I wouldn't prepare for this? I've been inside your head for months. And I have everything here to mount a perfect defense" Otto smiled. 

"Oh no! That can't be!" Peter said as Otto summoned instead Peter's greatest nemesis, including the Green Goblin, the Sandman, Mysterio, Electro, Chameleon, Rhino, the Beetle, the Kingpin, the Scorpion, the Lizard, Kraven, the Ringmaster and many more. 

"Behold Peter! All your fears and anxieties! Your doubts and failures! Every ounce of dread and panic! All given form and brought to life" Otto said as he ripped off Mary Jane's clothes and undressed himself. 

While he was no longer in Peter's body inside the mindscape, his own chubby body with his short and stubby dick started fucking Mary Jane who didn't resist and started moaning submissively. 

Peter's eyes teared up as Gwen Stacy started stripping and started licking Otto's balls as his short dick entered Mary Jane's pussy. 

"That's right. Spare the boy, kill the rest. Destroy everything he loves" Otto ordered as the villains started slaughtering Peter's loved ones

"Doc! You can't! You swore to me! Promised you'll protect these people!" Peter yelled in vain

"Don't me so naïve. We're in your mind. These aren't people. They're your memories of them" Otto said as the original robber who killed Uncle Ben shot him again 

"Uncle Ben!" Peter screamed in anguish

"Captain Stacy!" Peter yelled again as Otto used his tentacles to break his neck

"You monster" Peter said in tears as he started forgetting people's names as they died

"Stop this.. please" Peter cried on his knees as Otto threw Mary Jane's body aside, cum dripping from her pussy. 

With one of his tentacles, he entered Mary Jane's pussy and another entered her ass, and they both ripped her body to pieces. 

"No!" Peter screamed in anguish. 

"Sorry but this has to be. The remnants of an old life must make way for the new. Not to worry, soon all this will be over. It'll all fade away. Peter Parker... no more" Otto said as his tentacles were shoved into Gwen Stacy's pussy and destroyed her insides, exiting from her mouth, killing her. 

At that moment, Peter forgot who she was too. 

"Then luckily for me, I'm more than Peter Parker. I'm also the Amazing Spider-Man!" Peter said, peeling his own face off, revealing his mask and costume underneath. 

Spidey started punching Otto, causing him to be on the back foot, and bleeding from his face. 

"Power and responsibility. That means nothing to you doesn't it?" Spidey asked as he punched Otto again. 

"Quiet!" Otto responded, trying to fight back

"I'm giving you this one chance to go out the good guy. What would a hero do?" Spidey asked over the bleeding Otto who was on his knees. 

"I see now.. Have to be responsible. Do the right thing. I will give this world what it truly needs...a Superior Spider-Man!" he suddenly looked up and smiled creepily. 

"Come on old foe. I accept your challenge. Have at it" Otto said, tearing off his face and revealing his own Spider-Man suit under his face. 

"My God. Are you for real? Is this how you see yourself now? As Spiderman?" Spidey asked

"Yes! The better Spider-Man. The worthier one! Who deserves it more than I?" Otto asked, grappling Spidey. 

"Oh I dunno. Maybe the one who was actually bitten by the radioactive spider? You're one crazy little nutjob aren't you Otto?" Spidey asked

"Crazy? Do you know what I've accomplished as Spider-Man? Crime is down in the city because of me. The mayor and police support me like never before" Otto said as he punched Spidey

"What about the Avengers Ock? Because of you, they're ready to kick me off the team. Nobody trusts me anymore" Spidey kicked Otto

"Really, I can think of at least two who were more than happy to trust me with their innermost bodyparts" Otto laughed

"But the man on the street doesn't trust you! Why would they? You beat the hell out of all my enemies. You even killed one. That's something I'll never do Otto! Ever!" Spidey punched Otto back.

"Of course not. 'Cause you're a friendly neighborhood Spider-Man. The funny guy. Trying so hard to make everyone love you. And what good did it do?" Otto asked

"You took it easy on an old timer like the vulture and he got away. And when he came back, he was using young children as his foot soldiers. Children!" Otto yelled as he punched Spidey

"And what of Massacre? You let him live last time. And he returned and killed over thirty people including your friend Dr Ashley Kafka!" Otto yelled as he slashed Spidey's chest

"And thanks to your timely interference, I almost failed to operate on a young infirm girl. You tried to get in the way while I was saving her life. Why Peter?" Otto asked, holding Peter by his suit

"I didn't trust you to.." Peter tried to say

"Don't lie to me! I'm in your head! Say it!" Otto screamed at Peter

"You were about to get the scanner... you'll find me..know I was here.. couldn't risk..." Peter said 

"Power and responsibility remember?" Otto said

"It was the only moment I ever.." Peter said with his head down. 

"You don't deserve to be Spider-Man. You understand that now. You're not worthy. You're nothing to me. Less than nothing" Otto said. 

"Commencing mind wipe!" Otto said as he faded away, leaving Peter by himself. 

"No.. I'd never! I know me. I'm Spider-Man... know who I am... I'm Peter...Peter P..." Peter said as he hit his head on the ground in pain, trying to remember. 

"Parker? Palmer? I don't know... my name... I don't remember... my name!" Peter said in agony

"I'm... I'm..." he said as everything turned to darkness.

--

"He's gone... and I am.... free!" Otto smiled as he got out of the chair and removed the helmet.

"Now...to celebrate... lets go and have sex with Peter.... I mean... my wife..." he said as he walked out of the lab with an erection.