Otto sat silently in his hidden base, after the fallout of the Hydra Avengers. As the Superior Octopus, he not only had his octopus hands, he also had all the powers and abilities of Spiderman.
Yet somehow, even with his superior intellect, he still ended up in dismal failure. His intelligence should have put in him the league of Dr Doom, but even second rate villains like Arnim Zola and MODOK treat him like a mere follower, not like the leader he deemed his intellect deserves.
For as long as he has been a supervillain, Spider-man has stopped his path to ultimate success. No matter the brilliant scheme, the overwhelming odds against him, Peter Parker kept beating him.
For a while he even had a crippling fear of Spiderman, so much so he quit his evil schemes for a while before he finally was able to overcome his fear of him.
However, when he exchanged bodies with Spiderman and took over his life, he discovered that Peter had everything going for him, yet kept living a loser's life. He had handsome looks, in Otto's opinion a perfect body, superior powers and kept having gorgeous girls in his life.
From the famous supermodel Mary Jane Watson, to the alluring Black Cat, to a bevy of sexy and beautiful superheroines. In fact he is even now currently dating former Avenger Mockingbird.
Comparatively, Otto had no-one to call his own. Even when he inhibited Peter's body, he was attracted to Anna Marie only because he had an inferiority complex and dared not date any of the abovementioned babes, even though they were literally throwing themselves at him.
He thought with his superior intellect, he could be Spiderman, but superior. He upgraded Peter's life by getting himself a PhD, started Parker Industries and made it a tremendous success, made himself rich and famous.
Even then, at the end he had to give the body back to Peter, as Peter could do what he somehow could not, save the world.
He looked at Spidey's hall of villains. Venom, Jackal, Carnage, Green Goblin, Hobgoblin, most of all, himself. Any one of them would have been a world conqueror, arch nemesis of the Avengers,the Fantastic Four or the X-Men, if only they weren't bugged down by the wall crawler.
Norman Osborne, the Green Goblin was a perfect example of this. The moment he gave up his obsession with Spiderman, he became a major antagonist for the Avengers.
The Jackal would have been a major villain the caliber of Mr Sinister, if not for his obsession with Peter Parker and his life.
So here he sat, in a cloned body of Peter, with all his powers, again failing in dismay. Although this clone did not have the degenerative disorder of all of Jackal's clones, he still deemed it insufficient as he was Peter's equal at best, not his superior.
And being honest with himself, he knew there was a need for Peter Parker, the Spiderman, regardless that there are other Spiderman and Spiderwomen swinging about.
He hated him, yet time and time again, he wanted to be him.
"I was Peter Parker. But I must be more than his nemesis. I must control every aspect of his life. In order to do so, I must be more than Superior Octopus. I must be more than a Superior Spiderman. I must be beyond Spiderman!" he declared.
He decided that he will be Peter Parker, enjoying the good parts of his life. Yet, he will also keep Peter Parker as his slave, to save the world, handle the tough stuff, somehow without Peter knowing it himself.
Peter Parker will remain Spiderman, save the world full time, while Otto will lead his civilian life, rebuilding Parker Industries, having wealth and fame and all that comes with it, including all his women.
Having taken and improving the Jackal's technologies from New U Technologies, together with his learned technologies from the future in 2099, and including his own impressive knowledge and that of Peter Parker himself and Parker Industries, Otto was already a mental juggernaut.
On deciding on what to do, he started pulling up names and files on his computer, pouring through all the information. Superheroes were a hassle to deal with, so in order to achieve his goals, he started looking and studying all the supervillains, starting with Spidey's foes, but slowly extending to all the other known villains.
To be beyond Spiderman, and beyond himself, he needed to have more knowledge, more abilities and more powers than both himself and Peter Parker.
He started building a dossier of people and powers he needed to have to control Spidey, and researched how to get them.
Genuine superpowers were difficult to copy into one's own body, with the exception of changing bodies with them. But villains with technology enhanced powers were much easier.
The Jackal already had many DNA samples of people from Spidey's life, including Gwen Stacy, Mary Jane, the Black Cat as well as a host of his villains.
However, Otto had a broader view of things, deciding to look for more diverse DNA samples, not only limiting to Spidey's foes.
His new Octobot/spider-bots were all over the city,
collecting DNA samples and spying on Spidey and all his other targets.
By coincidence, he stumbled upon one of Mr Sinister's old labs, mostly wrecked, but still had DNA information on many mutants that Mr Sinister had cloned.
He also raided an old lair of a being known as the Dark Beast, who also similarly had a impressive database of mutant DNA.
"Who would have thought that New York had so many mad geneticists" smirked Otto, as he compiled his DNA database.
Over the next few weeks, several minor villains also started disappearing. As they were mostly loners and kidnapped in their civilian identities, no one noticed that they were missing.
The victims were specially selected, with powers and abilities that Otto wanted. Some were mutants, some were not, but all were specially targeted.
Soon enough, he had enough to set his plans into motion.
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