Spider-Man and Silk arrived at the scene, finding themselves in front of the hospital as people began pouring out in droves. Spider-Man looked over to see a police officer's body laid out on top of a destroyed vehicle.

"Jesus..." Spider-Man muttered, pressing on his earpiece to contact Harry.

"Any word on what floor he's on?" He asked Seer, who was frantically typing away on his laptop from his dorm room.

"Yup. Eleventh floor." Harry told him.

Eren nodded. "Got it." he said before looking over at Cindy and grabbing her by the shoulder. "Ready?" he asked her.

"Mhm." she mumbled, nodding to her partner before he zipped them both up the building and into the eleventh floor through a broken window.

Once they were inside the building, Eren infused his arm with Godspeed energy, using it as a glowstick to illuminate the area. Immediately upon lighting up the hallway, both spiders' eyes widened.

"Holy shit..." Harry said from behind his laptop, looking at the dozens of corpses on the ground, all mangled and torn apart like broken toys.

"Would he really do this?" Silk asked, looking up at Eren with tearful eyes. This was her first time seeing anything like this since the lizard incident, and it was the first time she had to deal with being too late to save them as a hero.

"I don't know... Something isn't right." Spider-Man told her, grabbing her hand and walking forward with his arm illuminating the way. "Stay close to me, alright?"

Silk held onto Spider-Man tightly as the two of them slowly crept through the darkness, trying their best to look through it for any sign of the crazed scientist. They eventually found some bloody footprints in the shape of massive tri-pointed claws and decided to follow them. After following the trail for a few minutes, both heroes stopped upon hearing metal settling in the distance.

"Did you hear that?" Silk's voice was shaky as she spoke, she was genuinely afraid of the unknown. She was still new to this kind of thing, only having dealt with villains who had caused far less bloodshed. "Yeah, I hear it..." Erem whispered, frowning beneath his mask as he remained vigilant. Just a few moments later, the two of them could hear a voice speaking not too far from them.

"What? No, no, no."

"That's not true! It's not!"

"You did this! You did it! I'm not responsible."

"I don't care if you see me as your father it's your mistake!"

Both spiders looked at each other, exchanging confused looks before walking forward, peeking around a corner and down a hallway to see Dr. Octavius crouching by himself in the darkness, speaking to his metallic limbs.

The metal tentacles attached to his back were opening and closing as if they were speaking back to him, leaning in close to him like they were whispering.

"Jealous?"

"Of me?"

"Of us?

"No, no that's not it. Is it?"

"I made a mistake. I hurt people. We need to turn ourselves in."

The upper right tentacle smacked the doctor in the face aggressively before opening and closing its claws as if it were yelling at him. Eren furrowed his eyebrows and Cindy looked on with frightened eyes. Spider-Man was more so disturbed by the odd display, whereas Silk felt bad for the scientist, she could tell he wasn't all there at the moment.

"You can't kill me! What'll you do with my dead body, huh?"

"Figure it out. There's nothing to figure out. Without me, you're nothing. Now listen to me!"

Dr. Octavius then attempted to regain control of his limbs, forcing them to stop moving but it was clear that he was straining. The bottom left claw then rubbed itself on his face gently, prompting Otto to rub it back with his real hands as if he were petting a puppy.

"You're right, he's just grumpy. You do need me."

The top left tentacle then tapped his shoulder and pointed down the hall, directly toward the spiders. The two spiders immediately pulled their heads back and stood up against the wall while looking at each other, not saying a word as Otto kept talking to himself.

"Behind us?"

"Kill them? No!"

"Spider-Man?"

"He's a murderer? He's going to kill us? We need to protect each other?"

"No, he's a good guy! A hero! He'll help me!"

"You don't want his help?"

"Separate us?"

"You KILLED them! ALL OF THEM ARE DEAD BECAUSE OF YOU!" Dr. Octavius's screams echoed throughout the hallway, horrifying both spiders as it was evident that he'd truly lost his mind.

"Listen, listen. We won't be separated forever, I promise. I can repair you, I can improve you! Now, let me go." Dr. Octavius began using everything he had within him to stand. It was as if he was fighting against his own body, trying to stand but it fought back.

Eventually, Dr. Octavius rose to his feet, facing the two heroes and straining as if even just standing still caused him pain. "Spider-Man, is that you? I need help..." Dr. Octavius started approaching the two spiders, showing his charred, mutilated skin as he stepped toward Spider-Man's blue light.

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Spider-Man's lenses widened, as did Cindy's eyes as they watched the unrecognizable doctor approach, stumbling forward using his own two feet like a zombie, each step looking as if he was in incredible pain.

"Holy shit..." Harry whispered, seeing the man through the eyes of his friends from his laptop. He'd known Dr. Octavius for years and he'd never guessed he would have turned into a monster like this.

"Silk, don't be scared. Maybe we can help him." Spider-Man spoke with a little bit of uncertainty, but he really wanted to help the doctor. "Dr. Octavius? Why did you kill all these people? Was it actually you?"

"No, no, no, no, no..." Dr. Octavius had definitely lost it, screaming and grabbing his own head with his two real hands, shaking his head sporadically. "NO! NO! NO! NO!-" his repeating words grew louder, reverberating off the walls, compelling the two spiders to feel extremely uneasy.

"Dr. Octavius... calm down." Spider-Man told him gently, taking a step forward with his hand extended. "I'm going to help you. Just tell me how. Okay?"

"NO! NOOOO! NO! NO!" Octavius let out more shouts of denial, pulling at his own hair as he continued to descend into madness.

"Octavius!" Spider-Man yelled again, snapping the doctor out of his fit. "Calm down, sir. I can help you. You said they're connected to your brain, right? How do I disrupt that connection?"

Octavius reached for the back of his neck, feeling for the inhibitor chip. His eyes widened as he was able to feel that it was badly damaged. "Oh, no. Oh, God, no. GOD, NO!" Dr.Octavius was about to go into another fit as Spider-Man continued to try and calm him down.

"Dr. Octavius. Please tell me what's wrong. You need to calm down."

"THE INHIBITOR! THE ONLY THING STOPPING THEM FROM TAKING CONTROL HAS BEEN DAMAGED!" Octavius wailed loudly and fearfully, he was genuinely afraid for his life at that very moment.

"I'm going to come look at it, is that okay? I'm a man of science myself, Otto. Please, just let me look." Spider-Man took another few steps, only stopping when Otto screamed once more.

"You can't... YOU CAN'T!"

"Why not?"

"They won't let you... they'll kill you. I can't. The voices. The noise. Too loud. I can't-" Otto began covering his ears to block out the noise, but this supposed noise was in his head, covering his ears was ineffective.

"What do we do?" Silk asked, watching the doctor weep uncontrollably in front of them.

"I'll see what I can do about the inhibitor." Spider-Man told her, taking another slow step forward.

"They won't let you. They won't let you. They won't let you. They won't let you. They won't let you."

Spider-Man wanted to get a closer look, so he entered his Ultimate Godspeed form again so he could quickly get behind the doctor. Due to his processing speed, usually, things around him would seem as if they were moving slower than usual. However, Spider-Man's lenses widened upon seeing that Otto's mechanical limbs were moving as if they were breaking the rules of the illusion of slowed time. They were tracking his eye movements, repositioning accordingly.

This was Eren's first time studying the nuances of each tentacle's design, his first time really looking at all four of them. They all looked similar, having three claws that could open and close, but they all seemed unique at the same time.

They seemed alive.

Each tentacle had a red, glowing light at the center of it, staring at Eren as if they were eyes.

Eren was frozen in the same spot, completely unmoving, confusing both Cindy and Dr. Octavius. "Spider-Man?" Silk asked, watching the boy standing in place, stunned.

'This doesn't make any sense? How?' he thought, unable to comprehend how Otto's mechanical limbs were moving in the way that they were. 'Is this all in my head? Am I just afraid?' Spider-Man's lenses furrowed as he came to one last conclusion. 'No, it must be because of the AI. It's reading my every move.'

"Otto... how much control do you have over the arms? Can you hold them still? Just for a few seconds?" Spider-Man stepped forward slowly in his normal state, watching the tentacles closely.

"It hurts. I can do it, but it hurts."

"Okay, that's good. That's great! Just hold them steady for me okay? We're gonna take a look back there."

Octavius nodded, allowing Spider-Man and Silk to slowly approach and walk around Dr. Octavius and his mechanical limbs. As they walked by, the tentacles were trying to break through Otto's control, making similar movements to a dog being pulled by its leash and held back by its owner.

Once Spider-Man and Silk were behind Otto, they took a look at the inhibitor chip on the doctor's nape, causing Silk to cover her mouth with her hand as she felt like she wanted to vomit. "Oh my god..." she whispered shakily, looking at the blood and puss covering the inhibitor chip. The skin around it was completely fried, having scabs and peeling skin all around it.

The chip itself was extremely damaged, it was far beyond repair, not without any tools. As Eren continued to observe, he noticed that Dr. Octavius was begging to tremble, he was begging to lose control.

"I can't- I can't hold..." Octavius spoke with a strained voice.

That same moment, Spider-Man's Spider-Sense and Silk's Silk-Sense activated upon noticing that a sharp spike had retracted out of one of the tentacles. As soon as the tentacle began to move, Spider-Man and Silk dodged backward, however, as they dodged, their eyes enlarged upon seeing where the tentacle had actually aimed.

𝙨𝙝𝙣𝙣𝙩!

"Dr. Octavius..." Spider-Man whispered, seeing blood spilling from the tentacle's spike as it impaled the doctor through his chest in an attempt to impale one of the spiders through him. Dr. Octavius's body then went limp and fell to the ground, along with his metallic limbs as if they were shut down by his death.

However, after just a few seconds, the corpse suddenly sprung to life, as did the tentacles as they raised the man back to his feet, forcing him to stand in one spot for a few seconds, not making a sound. "Dr. Octavius?" Spider-Man whispered, prompting the man to twitch his head slightly in reaction to hearing his name heard. The twitch was so aggressive and fast, that the two spiders could hear his bones crunch, along with his skin tearing.

Slowly, Dr. Octavius's head began to tilt backward, further than any human should be able to. He had a disgusting grin on his face, looking at both of the spiders with crazed eyes that were almost shining through the darkness. He began to giggle, sending a chill down the spines of both spiders.

"Dr. Octavius is gone." The voice that came from Otto's mouth was his own voice, but at the same time, it wasn't. This voice was menacing, yet playful at the same time.

Suddenly, all four tentacles slammed into the ground, and with incredibly fast steps, they carried Octavius's body down the hallway and climbed up one of the walls. Octavius's corpse smiled at them, gazing at them with cold, dead eyes as he hung from the ceiling. With a quivering voice, Silk spoke to her partner. "This is like those exorcism movies..." she whispered.

"The weak old man can no longer hold us back!" As the corpse spoke, it started jerking its head to the side and tilting it. The voice spoke noticeably different from the one that spoke before it. Although the actual sound of the voice itself was the same, the 𝘸𝘢𝘺 it spoke was as if it were a different person completely.

"Us?" Silk uttered, looking at the man hanging from the ceiling with fear in her eyes.

"Yes. We. Are..." The corpse's head jerked to the side and tilted in the other direction as it spoke in yet another unique way of speaking as if it were a different person.

"...Dr. Octopus." The fourth and final voice spoke to them, tilting Otto's head to the side once again as the corpse flourished its arms.

"Wait..." Cindy muttered, finally understanding what was happening in front of them.

"His body is being controlled by each of the separate four arms..." Spider-Man said aloud, his mask hiding the disturbed expression on his face.

This observation was exactly correct. Each of the four limbs, having their own designated AI installed within them, had successfully formed their own personalities and were now each sharing control of Otto's body.

Each slightly different voice was the sign of a different personality taking over, a different tentacle using the body as a vessel to let itself be heard through its creator's mouth.

With Otto out of the picture, they'd finally become one within his body.

They had become Dr. Octopus.