This story takes place during the events of Superior Spider-Man #29…..

As Spider-Man and Spider-Man 2099 are being swarmed by Spider-Slayers under the control of Norman Osborn, Otto Octavius can’t help but think about the things people try to remember when they are about to die. All he can do is look into the soulless eyes of Norman Osborn. They are like a portal to another time and his mind slips back…

Europe, Years Ago[1]

Otto Octavius was invited to a property that was owned by Norman Osborn. At the time, like the rest of the world, Otto believed Osborn to be dead. Octavius was in the shock of his life when he learned that not only was Norman Osborn still alive, but he was the one who called for him.[2]

Thinking he has been lured into a trap, Octavius summons his mechanical arms and attempts to restrain Osborn before he can act. However, instead of a fight, Norman simply summoned the butler to bring them some drinks. Norman wasn’t the least bit afraid for his life as the entire room was rigged with hidden weapons. He is willing to look past Otto’s attack so they can get down to the business of destroying Spider-Man once and for all.

Octavius is reluctant to work with Osborn since his past experience is that working with others seldom works out very well. Osborn counters this by pointing out that the Sinister Six were amateurs and, this time, he’d be working with Spider-Man’s greatest enemies. Otto contests this statement but is impressed nonetheless.

Soon, Otto and Norman Osborn were working together to create mechanical arms for the Green Goblin to use against Spider-Man. Otto found that Osborn’s limited resources and scientific skill a wonderful change of pace and even came to enjoy working with Norman after some time.

Norman also comes to feel this way and one night while the pair were drinking, he admitted that he has come to consider Otto a friend. He admits that the only person he felt this close to before was his late wife Emily. When Norman tells Otto that she had died a year after his son Harry was born.[3] Otto offers his condolences and then tells Norman that, at one time in his life, he was engaged to get married. Norman teases Otto at first and then convinces Otto to talk about it. Octavius then tells him about his romance with Mary Alice Anders, a co-worker at the research center he was working at. His mother, Mary Octavius, did not approve and forced him to break off his engagement to Mary Alice. Otto then explains how his mother ended up dating another man and leaving Otto in the dust.[4]

When Norman asks Otto if he ever tried to reconnect with Mary Alice, Otto explains that he plans on doing so once he has become the greatest scientist that ever lived. Norman takes insult to this, saying that Otto’s only goal should be the destruction of Spider-Man. When Otto says they are the same thing, this causes Norman to angrily attack Otto. Putting on his Green Goblin mask, Norman says that his plans for Spider-Man is to utterly destroy his entire life, something that is fitting for the return of the Green Goblin. The pair trade blows until Otto reminds Norman that they shouldn’t fight as they have the same goal to achieve. The Goblin gets ahold of himself and agrees with Octavius and admits that this fight has proved that he needs more time to heal. The pair begin continuing to work together, while also keeping track of Spider-Man’s activities back in the States. Otto was unimpressed with the caliber of villains Spider-Man was facing at the time, which included Spencer Smythe’s Spider-Slayers, the Scorpion,[5] and Carnage.[6] Soon they put the final touches on their Octo-Goblin armor. With the work done, Otto returned to America to wait for the next phase of their plan.

One day he got a call from Norman Osborn, telling Otto to meet with him at the hospital. When Otto arrives, Norman tells him that there has been a change of plans. He has decided that Otto hasn’t experienced the type of loss Norman has. He then tells Otto that he found Mary Alice. She had been ran off the road and is in the hospital. He tells her that she needed a blood transfusion. Putting on his Goblin mask and opening the curtain concealing Mary Alice’s hospital bed, Norman reveals that he had her infected with a deadly virus.[7]

Recurring Characters

Spider-Man/Doctor Octopus, Goblin King/Green Goblin, Mary Alice Anders, Spider-Man 2099

Continuity Notes

1. This flashback takes place around the 1993 publication year (see below) Placing the flashback in this story as happening about five or six years prior to the main story.

2. At the time of this flashback, everyone believed that Norman Osborn was dead after he ended up on the business end of a Goblin Glider in Amazing Spider-Man #121. He survived due to the healing properties of the Goblin Formula and went into hiding in Europe. For more on his survival see Spider-Man: The Osborn Journal #1. This story takes place while Osborn was still in hiding.

3. It is later revealed, in Amazing Spider-Man #700, that Emily Osborn actually faked her death in order to get away from her abusive husband.

4. Otto’s version of these events on display here omits the fact that Otto got in an argument with his mother over her dating another man, leading Mary Octavius to suffer a heart attack and die. For more on this see Spider-Man Unlimited #3.

5. Spider-Man fought both the Spider-Slayers and the Scorpion during the Invasion of the Spider-Slayers story arc which took place between Amazing Spider-Man #368-373.

6. The battle with Carnage was likely during the Maximum Carnage event which took place in Spider-Man Unlimited #1-2, Web of Spider-Man #101-103, Amazing Spider-Man #378-380, Spider-Man #35-37, and Spectacular Spider-Man #201-203.

7. This alludes to the plot of Spider-Man Unlimited #3, where Doctor Octopus is trying to find a cure for Mary Alice. In that story, the virus she was infected with is identified as the AIDS virus. That should be considered topical because, when that story was published in 1993, the AIDS virus was a much more deadly illness. Since then advances in the treatment of that illness have made it less of a death sentence than it was back then.