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by Seuzz
Rated: ASR · Outline · Fanfiction · #2230128
Otto Octavius returns to teach at Horizon High.
Characters: Peter Parker/Spider-Man; Silver Sable; Paladin; Puma; Battle-Star; Anya Corazon; Gwen Stacy; Miles Morales; Otto Octavius; Max Modell; Kingpin; Robbie Robertson; J. Jonah Jameson.

Open inside a bank in NYC. Alarm bells ring as SILVER SABLE and her gang—PALADIN, PUMA, and BATTLESTAR—are in the act of robbing it. They ignore the tellers, however, and proceed straight to the inner vault. They are preparing to blast it open when they are interrupted by SPIDER-MAN and his photo-taking drone. A battle ensues, with Spider-Man getting the worst of it as each member of the team takes a turn getting his licks in while the other three work to blow the safe. It's the blast that finally takes Spider-Man out, though, and the gang pours into the vault. But though it is packed with cash, gold and jewelry, the gang disdains to take any of it—Silver Sable even slaps some out of Paladin's hands when he suggests it. Instead they search for an unnamed object. It is not present, however, and they blow their way through the roof to a waiting jet as the police arrive. Spider-Man, coming to, also exits through the hole in the ceiling, and calls the drone after. He remarks to himself that even though he didn't catch the bad guys, at least he got some footage he can sell to The Daily Bugle.

Cross-fade to Horizon High, with Peter in his civilian togs walking into the school. He is talking on his cell phone to GWEN STACY, who is off comforting ANYA CORAZON. We learn that although Anya and Harry Osborn were already technically broken up, it has only now sunk in (Gwen tells Peter) since Harry has run off to Europe. Peter meets MILES MORALES outside the front doors, and remarks that he had some excitement that morning on his way to school. Miles, looking over Peter's shoulder, remarks that they might be in for some more excitement now. Angle on Otto Octavius striding toward the school on his robot arms. "Students of Horizon High!" he bellows. "Your greatest nightmare has returned!"

Act I
The students at Horizon, including Peter and Miles, blanche at Otto's exclamation, but he quickly corrects himself: "That didn't come out right. What I meant was, I'm back!" The doors open, and MAX MODELL comes out. "Hello, Otto," he says in a subdued tone. "If you'll come in, I'll get you set up." Otto follows as the students scatter from his path. In Modell's office, the headmaster and Otto talk. Modell expresses his pleasure at being able to help with Otto's "rehabilitation," and Otto interrupts to crow that his best days and work are ahead of him: he is bubbling with ideas for a projects, including new anti-pollutant technology to replace the satellite that he had to destroy during the "recent unpleasantness." Modell gently tells him that he had something else in mind. Dissolve to a crestfallen Otto greeting his new, almost empty classroom: "Welcome to Remedial Calculus," he tells them. Peter and Miles look in on him, then withdraw to talk to Max, who was also watching. Miles expresses his discomfort at having "Dr. Octopus" teaching at the school again, but Modell reminds him that Otto was a hero in the recent fight against the Jackal, which is why the authorities are allowing him to do rehabilitative work at the school. Besides, he adds, Otto deserves a second chance. Gwen joins them, and mentions that Doc Ock isn't the only one getting a second chance. Alistair Smythe (she shudders) has also been released and is now attending the Bilderburg Academy. Max remarks that he should catch up with Alistair, then excuses himself by saying he has to go sign for a special delivery.

In the offices of the KINGPIN, Silver Sable and her crew are being dressed down by the crime boss. She retorts that she could hardly steal the Neuro-Cortex for him if it wasn't where he told her it was; the Kingpin replies that they didn't have to have made such a spectacle of themselves: "Discretion!" he urges them. Besides, he has learned that it has finished transiting to its intended destination: Horizon High School, which will be easier to break into. But he urges them to be much more discreet when stealing from the school. Sable says they'll be as discreet as they need to be in order to get his device for him.

In the empty assembly hall, Modell is wheeling the Neuro-Cortex into place on-stage. This is the year's school project, he proudly tells Peter, who is with him: The government has turned Mendel Stromm's electronic brain over to Horizon to study. It will need some repairs made to it first, Modell warns, as the two lobes are out of synchronicity with each other, and he hasn't figured out how to bring them back into balance. He is interrupted by Otto, who is passing through. Otto makes a suggestion on how to repair it, then shuffles off. Max looks intrigued, but interrupts his thoughts to remind Peter that he has a tuition payment due; Peter says he's just on his way to get the money, and leaves. After he's gone, Max calls Otto back: "Tell me more about what you were just saying."

At the Daily Bugle, Peter avoids Jameson's office (there is shouting from behind the door) to give his footage to ROBBIE ROBERTSON, who briefly examines it and praises it; Peter dodges his sharp question about how he managed to get footage from inside a bank. Then Robbie asks him what's going on at Horizon. Peter asks what he means, and Robertson turns on the TV. He and Robertson watch live footage of Modell announcing the year's project—the Neuro-Cortex—and the faculty advisor who will be supervising it: Dr. Otto Octavius. Peter is shocked. The scene then cuts to Jameson ranting about the decision and the danger that the "robot octopus" poses to the youth of the city. Peter blurts out what Modell said, about "second chances." Robbie says he's glad to hear Peter say that; more wryly, he wonders aloud if Peter actually believes it.

Peter is preoccupied with his own thoughts as he returns to the school—does he trust Otto?—when he spots movement on a nearby roof. He scampers up the side of the building and peers out, spotting Silver Sable and her gang. They are studying the school. To Peter, it looks like trouble.

Act II
Spider-Man, in costume, drops in on Silver Sable. A fight, with Sable's team demonstrating that they learned a few things about Spider-Man's moves in the last fight, and him demonstrating that he learned a few things about them.

Cut to the interior of a Horizon classroom, where Otto shoos the curious students from the window and the battle going on outside, and dismisses the relative importance of "costumed, muscle-headed theatrics" to the nobility of science and engineering. He describes the Neuro-Cortex as the greatest advance in computer science: an artificial brain, mimicking exactly the architecture of the human brain but with far faster capacity, memory, and power. He announces that he will be picking project leaders to help him work on the NC. Gwen leans over to Anya, predicting that she (Anya) as the star computer expert, will be picked as an assistant; Miles protests as the lead roboticist he should be on the team. Otto shocks them all by choosing Gwen herself: He is very tender and effusive toward her, to her discomfort. (Anya, to Gwen, after Otto has suggested that "tasty beverages" will be served at the meetings: "Same old Octavius. A loaf of bread, a tasty beverage, and thou, Gwen.") As an afterthought, Otto chooses her neighbors, Anya and Miles to be on the team as well. A breathless Peter runs in to join the class, earning himself a chastisement as he squeezes in between Gwen and Miles: "If you'd been here on time, Mr. Parker, you might have made the cut instead of Mr. Morales." He then tells Gwen, Anya, and Miles to stay late after school for their first session with the NC.

In the Kingpin's armory, Silver Sable and her team are arming themselves. Kingpin finds them there, and asks their plans. They will strike tonight, after the school is closed, she tells him. "Good," he says, and adds that it would be most convenient if they were able to somehow pin the theft on Dr. Octavius, who is almost made to order as a scapegoat. In fact, he says, he has something in his armory that could do just the trick.

Otto, humming to himself, is making his way down the hallway when he rounds the corner and sees Gwen and Anya approaching. He blushes and withdraws back around the corner, where he stops and listens. Gwen is telling Anya that she shouldn't write Harry off yet; Anya says it is impossible to have a boyfriend who lives in Europe. She then changes the subject: "What about you and Peter?" saying says she's noticed how Gwen has started looking at Peter. Gwen says it's nothing. Anya warns her that it will always be "nothing" unless she comes out and tells Peter that she likes him. They pass the corner. Otto, crushed and abashed, withdraws.

Night falls, and Peter is in his lab reviewing notes on the Neuro-Cortex in the hopes of earning a place on the team with his friends. He is interrupted when one of Miles's security robots goes on alert in the hallway outside.

Peter moves out into the hall to see what is happening, and sees a battle between the security robot and an invader. At first he takes it to be Doc Ock, for it is strides along on robotic arms. But when he sees it clearly he is even more alarmed, for he recognizes it as one of the robots that Stromm used to attack the city. He wonders if it is still attached to the Neuro-Cortex and is being guided by it somehow. He dives back inside and changes into his costume.

Up on the roof, Paladin, in a VR-style helmet, is guiding the robot in its battle while Puma and Battlestar infiltrate the school. He is surprised by Spider-Man and knocked out of the helmet; he battles Spider-Man while Silver Sable takes up the helmet and brings the robot over to help. She also summons Battlestar back. The fight that develops has the robot-controlling helmet change hands a couple of times. As Spider-Man starts winning the upper hand, Silver Sable calls in reinforcements: a half-dozen of the robots. They swarm over the school and inside. As Spider-Man realizes they are trying to get to the Neuro-Cortex, he also dives into the school—pushing robots aside—to reach the computer lab housing the NC. Puma, Battlestar, and Paladin follow. On the roof, Silver Sable is undergoing a progressive collapse as she buckles under the strain of guiding multiple robots.

In the lab, Peter finds an alarming sight: Otto suspended in mid-air attached via his arms to the NC, which is dangling from the ceiling, while his friends Gwen, Miles, and Anya are connected by electrodes to the their laptops. Spider-Man demands to know what is going on. Miles can hardly spare any concentration to answer as he is absorbed in some kind of intense thinking, and neither can the others. So Ock answers: He is using their brains as parallel processors as he tries to bring the NC's lobes back into balance. Spider-Man asks if it's safe, then drops the subject as Puma, Battlestar, Paladin, and the robots burst in. Spider-Man tries warding them off; then he and the attackers are all blown against the wall. Otto proclaims that he has merged his consciousness with that Neuro-Cortex, taking him to the "next stage in human consciousness." Otto's arms detach themselves and fall to the floor, but Otto himself remains suspended in mid-air. As the attack is resumed, Otto demonstrates that he now has telekinetic power, hurling the robots and the attackers about the room while gloating about the power he has realized. Silver Sable's crew retreats, defeated, and when she calls Kingpin for help, he replies that if he can't make any money off the Neuro-Cortex, he can at least make money by turning her crew in for the bounty.

Inside the school, Spider-Man finds that his friends have been reduced to a catatonic state under Ock's control. He orders Ock to free them. Ock hesitates, then admits that he can't—the merger can't be reversed. Spider-Man starts tearing the electrodes from his friends. Ock screams at him stop; in broken tones he confesses he doesn't want to hurt the students, but that Spider-Man is destroying his mind by detaching them from the machinery. Spider-Man says he hasn't got a choice, and tears the last electrodes away even as Otto telekinetically bats at him. When the last wire parts, Octavius screams and falls to the ground. Spider-Man nurses his friends back to consciousness; none of them can remember what happened.

Fade to Octavius, comatose, being wheeled away by medics; Peter and friends, watching, wonder aloud at how terrible it must be to go from having the greatest and most powerful mind in the world to having no mind at all—the medics say he is now in a vegetative state. Peter remarks that you can always give a guy second chances, but there are some failures it is impossible to recover from. Otto's limbs remain behind, in the same lab with the Neuro-Cortex. One of them, unnoticed by the others, twitches.

The above is loosely based on "Take Two" and "Between an Ock and a Hard Place," both by Kevin Burke & Chris "Doc" Wyatt.

"Spider-Man Commentary: Between an Ock and a Hard Place

Next: "S02E03 "Spider-Man Behind Bars"
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