Gray Matters

With his neurological scanner, Otto Octavius has discovered that a brain anomaly is the surviving mind of Peter Parker. Parker’s mind has continued to exist even as Octavius took over his body and now he intends on quashing this rebellion once and for all.[1] He theorizes that Parker’s continued existence has to do with the fact that he kept all of Parker’s memories in order to reference back to them to maintain his deception. Sitting into a chair with the brain scanner he orders his servant, the robotic Living Brain, to assist in erasing the essence of Peter Parker from his mind.

Before he can activate the machine, Peter Parker takes control of his right arm and tries to strangle himself, but Otto has the Brain restrain the rouge arm so he can begin the purge.

Inside Peter Parker’s brain, Otto looks down at the mindscape created by Parker’s memories. He calls out to Parker, who is standing his memories of his childhood neighborhood in Queens. Peter refuses to surrender but Otto begins purging anyway. First, a construct of the Daily Bugle begins to crumble to the ground and as the building collapses, Peter begins to forget all the people he has known there over the years.[2] Refusing to allow this to happen, Peter uses his willpower to cause the Bugle building to repair itself.

With this sort of resistance, Otto decides it is time to take a more direct approach and uses the scanner to synch their scans. This allows Otto to appear in Peter’s mindscape as Doctor Octopus. Peter tells Otto that it was a mistake coming in person since this is his world and it runs by his rules. Suddenly, doors all around them begin to unlock and memories of Peter’s friends and loved ones come out to lend their support. Otto is unimpressed by this assembly of civilians, greatly under estimating them. That’s when this mob swarms Doctor Octopus. Everyone from Uncle Ben, to J. Jonah Jameson, to Flash Thompson, to Mary Jane Watson, even Gwen Stacy. They all join in to fight off this invader in Peter’s mind. However, Otto has the perfect counter measure to this attack and summons the memories of all of Peter Parker’s enemies. Suddenly an army of super-villains — led by the burglar who shot Peter’s Uncle Ben — arrive.

History then repeats itself as the burglar aims his gun and shoots Uncle Ben, causing the memory of Peter’s uncle to fade to dust.[3] Next, Otto destroys the memory of George Stacy.[4] Peter suddenly realizes that he can no longer remember who these people are and begins to cry. Calling Otto a monster, Peter falls to his knees as the villains slaughter the rest of his memories.[5] He pleads to Doctor Octopus to stop, but Octavius refuses telling him that this needs to be done. However, Peter refuses to surrender. He suddenly rips off his face revealing a Spider-Man mask underneath. He refuses to surrender because he is also the amazing Spider-Man.

Doctor Octopus becomes afraid when Parker comes after him as Spider-Man. However, his attempts to get away are blocked at every turn as the true web-slinger fights to regain his hijacked life. He tells Otto to take responsibility over the situation and do the right thing by standing down. Otto, however, believes that the right thing to do is give the world what it deserves by remaining the superior Spider-Man. That’s when Otto rips off his own skin, revealing his version of Spider-Man underneath.

This is as much a physical battle between two opposing Spider-Men as it is a mental battle of wits. Otto justifies his continued existence as Spider-Man because he now has the mayor and the law on his side. Peter, on the other hand, points out that has come at the expense of the trust the Avengers and the public had in him in light of all of his recent acts of violence.[6]

Otto counters this by pointing out how Parker spent most of his time not taking his job seriously. He spent his time treating the Vulture with kid gloves that when Otto finally took him down he was indoctrinating children into a life of crime.[7] He then points out that Peter’s reluctance to kill Massacre himself let to another thirty people being murdered, including his friend Doctor Ashley Kafka. Ripping off Peter’s mask, he then points out how Parker interfered with his ability to heal Amy Chen’s brain damage out of fear that Otto would use it to do the very thing that is happening now. He did this even though he knew that Otto was right about it being able to cure the girl. With this, Otto has decided that Parker violated his oath of great power and great responsibility and is no longer fit to be Spider-Man.

Otto then orders a full mind wipe of Peter Parker’s memories. As everything comes crashing down around him, Peter Parker denies this, saying that he knows who he really is. However, as the darkness begins to surround him, Peter suddenly can’t remember who he is. Before everything goes black, Peter Parker’s final words are that he can’t reemmber his own name. Waking up in the real world, Otto considers this a success, Peter Parker is finally gone and now he is totally free.[8]

Recurring Characters

Spider-Man, Peter Parker, Living Brain

Continuity Notes

1. Otto Octavius took over Peter Parker’s body to escape his own dying one. See Amazing Spider-Man #699-700.

2. One of the people Peter starts to forget is someone named Nick who died of cancer. This was Nick Katzenberg a paparazzi who was hired by the Bugle in Web of Spider-Man #50. A lifelong smoker, Katzenberg later developed cancer and was hospitalized in Amazing Spider-Man #385. Katzenberg was later reported to have succumbed to cancer in Amazing Spider-Man #398.

3. Been a while since I referenced the death of Uncle Ben. He was murdered in Amazing Fantasy #15.

4. It’s aprapo that Otto destroys the memory of George Stacy as he was responsible for his death in real life. George died when he pushed a child out of falling debris during a battle between Spider-Man and Doctor Octopus in Amazing Spider-Man #90.

5. Among the victims, the memory of Gwen Stacy is blasted away by the Green Goblin. Another nod to what happened in real life. The Goblin was responsible for murdering Gwen Stacy in Amazing Spider-Man #121.

6. Peter mentions all the villains Otto killed or brutalized since taking over as Spider-Man. Those brutally beaten in clude Boomerang (Superior Spider-Man #1), as well as Screwball and the Jester (Superior Spider-Man #6). Otto also killed Massacre. (Superior Spider-Man #5)

7. The Vulture had been training others to do his crimes for him since Amazing Spider-Man #674-675. He later switched to using children by the time Otto took over as Spider-Man, as seen in Superior Spider-Man #4.

8. Except it isn’t. Peter’s mind manages to survive this purge and will resurface in Superior Spider-Man #19 until he ultimately reclaims his body in Superior Spider-Man #31.