"Greatings humans, I am Uatu, the watch-GAUCK!" The considerably large head of the centuries old observer of the cosmos, slowly slid off his head, allowing a fountain of blood to spew forth from his neck, his body briefly falling to its knees, and finely falling full, as his body went limp. The skeletal form of every ones favorite author appears from off screen with a bloody, gothic scythe within his grasp. "Huh," he starts in curious amusement, "Totally thought his head would fall off a lot faster. Then again, I'm a talkin' skeleton wearing an evil monopoly guy outfit so maybe I should open my mind a bit."

Dr. Zevil chuckles to himself before he notices the readers. "Er- I mean- Oh no! Uatu, buddy what happened to you!?" Dr. Zevil looks down and sees that he still has the scythe and quickly tosses it off screen, conjuring up his black cane with the grape fruit sized ruby sphere, and strikes an over the top mournful pose. "With you gone who will narrate this thrilling tail of action, betrayal, corruption, romance, and a murder most foul!" Dr. Zevil paused for dramatic effect then smirks at the readers "That being a rhetorical question of course." he then kicks Uatus body and his boulder sized head off screen.

"Now that the mascot for the peeping tom's society is gone, I can introduce myself." Dr. Zevil turns to fully address the readers, takes his top hat off, and bows before the readers "Hey there true deceivers! I am the sensational, amazing, ultimate, and superior Dr. Zevil!" He then straightened himself up, "First off, to the fans of my other stories, I will be updating them shortly. I usually back off and stay out of stories seeing as that's a bit of a taboo for writers, but I'm too much of a narcissist sometimes, don't worry this is the most you'll see of me, I promise. I also try and stay clear when it comes to cosmic beings like the walking bobble head spokesmen here, but I just had to tell the story of this what if!"

"Alright, now that I'm done wasting your time with my drivel, true deceivers, we can get back on track." Holographic screens appear around the demented doctor. On the screens, it shows the events of AS #699 and #700. "In your universe, in a finale attempt at revenge and to save himself, Dr. Otto Octavius used a special gold octobot to switch his and Spider-man's mind's, leaving Spidy in Ocks dyeing body. However, Spider-man wouldn't just die, as if you thought he would. Using one of the 'good' doctors many escape plans, Spidy, with the help of Trapster, Scorpion, and hydro-man, escaped Ryker's Island, and planned to reverse the switch through the same process. In their final battle, after the octobot failed to switch them back, Spider-man forced Octavius to live the life of Peter Parker through the link that remained between them from the switch. In that one final moment Octavius swore to be a better Spider-man, a (arguably) Superior Spider-man.

But What If...

Down in the Avengers Tower plaza the final battle between Dr. Octopus and Spider-man draws to a close as Otto Octavius takes his last few breaths as Spider-man couches his head in agony. Unbeknownst to the spectators, the roles are reversed, as it is Peter Parker in the mad doctors dying body taking his last few breaths and Octavius couching his head in agony in Spider-man's body. (See AS issues 698-700 for a more info-Dr. Zevil) The reason for the Doctors pain is that he is being forced to relive the life of Spider-man through the hero's memories. Inside the Peter Parkers mind, we find the egomaniacal genus and our friendly neighborhood wall crawler, looking liked they did in their prime, watching the life of Peter Parker like a film reel, but Octavius' head on Parkers body.

"No! This-EVERYTHING you're showing me-It's IMPOSSIBLE!" Shouted Octavius in disbelief as he looked on at himself living his greatest foes life. Spidey just gave Octavius a knowing smile as he looked at the doctor with a small amount of pity. "I know. But you do it anyway." said Peter as he feels Ocks body going ever closer to death. The manifestation of Octopus' body continues to look on in disbelief, "And I can see it-", he suddenly gives a small spasm of agony as he feels the years of physical, mental, and emotional pain that Parker has endured over the years wash over him, "-I can FEEL it. You would do it all again?!" Shouted Octavius in disbelief. Spidey just smiled and said, "Yes Otto."

The images then show the events of Octavius' latest world domination scheme, more accurately Otto Spidey saving him. "Even ME? Saving MY life? Even with all that's happened?!" said Octavius in stunned awe. Spidey gave a wide sad grin, "Yes! It's who I-WE are." A dark and disembodied voice gave a haunting chuckle at Spidey statement, "No it's not." Suddenly the reel stopped and was burned up in a ragging inferno of fire, leaving nothing but thick black smoke. The smoke seemed to take form as a giant demonic figure, cut off at the waste with eight glowing red eyes, clawed hands, four spider-like legs coming out of its back, and three horns coming out of its head that looked like a crown of some sort.

It leered down at the two and gave another chuckle, "This is what you've done with our life Parker? We should have already taken over this world by now, but you squandered our gifts and our life and for what?! The ideals of a foolish old man and the manipulations of an old psychic hag? Pathetic!" shouted the dark creature. Peter was shocked and confused to say the least at the creature's presence in his mind. Was it the Spider god, trying in a last stitch effort to get him to meet with him or was it the remains of the symbiotes hold on his mind?

The creature gave a wicked bark of laughter as he seemed to since Peters thoughts. "No Peter, I am not the spider god or a remnant of the symbiote in your mind. I am who you should have been if it wasn't for the manipulation of that do-gooding old witch Madam Webb!" This just confused Peter even more. "What are you talking about? Who or what are you?" said Peter as he looked on at the creature. The creature groaned in annoyance and frustration as he grabbed both him and Octavius with his massive claws. "I don't have time to play twenty questions Parker! You're dying and I will not have Octavius take our body because you're too weak to kick him out. Luckily for me, if I combine my consensus with both of yours, I'll not only get both of your memories, but I'll also get both of your brilliant minds fused together to make me one of the greatest minds in the world!"

At this statement, Octavius manifested his robotic arms to attack the dark creature that plagued Parkers mind. "No! I will never allow some figment of Parkers twisted mind to take my hard-earned knowledge!" Before the four arms could harm it, the creature used one of its spider legs to cut the arms off. Octavius screamed in pain as his arms were sliced off, making the creature laugh at the villain's pain. "Allow? Ha! Otto, you don't have a choice! Thanks to Parker making you sit through the pathetic sob story that is his life, your usual mental strength and defenses are weakened. Now it'll be so much easier to combine yours and Parkers minds with mine." snarled the creature as he started to squeeze both of them, causing them to scream in pain. As they were being crushed new memories were assaulting them.

They see a dark and cavernous hall with little goblin like creatures franticly running around as large explosions caused the area to rock violently. One of the goblin-like creatures that was old, grey, hunched over, dressed in rags, and a stick with a glowing yellow stone tied it attached to its back burst through a door leading to the room with a fist sized version of his stone clutched in its clawed hands. He was followed by three of his kin, two brown, one in a metal workers outfit, the other in a jester's hat, a glass eye, white tribal markings, and using a skull headed jesters stick as a cane, and a blue one in a hooded brown robe carrying a huge scythe.

They ran to a circular room with a large bottomless pit that was spewing out blue energy with a giant bluish white crystal ball floating in the middle of it with circular stone disks and small blue spheres orbiting. On a ledge that extended out over the pit was a red headed woman in a red and black dress who was waving her hands in complicated gestures while speaking in an unknown language. Next to her was a gothic cradle with a spider themed mobile with a baby, who was surprisingly asleep with all the chaos going on.

"Mistress Fae!" shouted the gray creature over the rumbles and crashes "We need to collect the spell stones, place them in the Over-Stone, and leave the Netherworld immediately! The master and mistress Kelda have fallen, and the minions can only hold those traitorous sentinels for so long before they break through!" As the creature, that identified its self as a minion, said this, he lifted the stone and said a quick spell, causing the stone to shine and absorb the orb, disks, and spheres into itself. "Gnarl is right mistress" said the blue minion in a calm and creepy, "I can feel the minions slowly dying. We do not have much time."

"Don't listen to ol' Mortis the worry wart mistress! Said the minion in the jester hat in an evil sounding Irish brogue, as he began to dance around in mad glee. "Listen to ol' Quaver and pull up a chair, relax, get some booties knit up for the young master there, I'd ask his mummy to do it, but she's as dead as the master!" Before the minion known as Quaver could say any more, the minion in the metal worker mask slammed its hammer on to Quavers head. "Shut up Quaver! You respect the master! Even if he dead, Giblet not let you say bad things about the master or mistress Juno!" The woman identified as Fae finished the incanting when a swirling vortex of cosmic energy manifested itself before her. She lifted the baby from its crib and turned to the old gray minion and hand him the child.

"I have opened a gate way to another reality where those fools can't fallow you, you, Mortis, Quaver, Giblet, and the young lord should be safe there." Gnarl nodded solemnly, knowing that someone needed to close the portal on this end. There was another violent shake and large chunks of the ceiling began to fall. Fae turned to the four minions "Go!" she screamed, "Take our masters heir and give him the evil upbringing he deserves!" The four of them nodded and quickly ran into the portal and appeared onto a rainy New York side walk in front of the Forest Hills general hospital.

The memories stopped there but the pain Peter and Otto felt only increased as the black smoke that made up the manifestation of Peters true self holding them began to merge them into itself. "I don't know what happened after Gnarl and the others brought me here, all that's left is your memories Parker! Someone wanted you and your goody-goody ideals in the driver's seat! Well that's going to change right NOW!" With that last exclamation, the last remnants of Otto Octavius and Peter Parker were absorbed into the dark figure.

On the outside, the body of Otto Octavius took its last breath. Spider-Man released his hold on the dead villain, glanced over at the friends and family of Peter Parker, seeming to make sure they were okay, sent out a web, and web-swung out of there. No one had any idea that both Otto Octavius and Peter Parker had died today.

In the lab of one of Horizons best and brightest Peter Parker, the one true, and now only, Peter was working on a new and, for the first time, evil creation. Little red and black robotic spiders moved around, either freely or with a designated purpose, as their creator worked on his latest masterpiece. Around the lab table, holographic screens showed stolen blueprints and read outs of Tony Stark's armor and data on the Mighty weapons that were used when the serpent attacked. Peter was surprised that Tony actually still had these, seeing as Oden and the dwarves of Nidavrllir made him throw them into molten uru ore. 'Who cares how he did it, his greed is my gain.' thought Peter as he used his genius and the amazing equipment that Horizon had at their disposal to merge the uru armor and a piece of the symbiote that Tony had somehow gotten his hands on into a new suit of armor.

'Now that I'm back in the driver's seat there's going to be a few changes around here.' thought Peter as he slowly put on his armor, 'starting with Parkers stupid little life! This whole 'With great power' bull and living within my own means malarkey has to stop, Otto's secret accounts ought to take care of that.' he pulled on his boots that now sported three blades that pointed out of the boot, 'And that family of his! I'm tempted to kill the lot of them, but not yet, they have their uses, for now.' he puts on his clawed gauntlets, 'I don't have a lot of memories of my old home, but what I do know is that the heroes of this world will pose a greater challenge then the ones back home were for my father.' He put on the breastplate that had a new spider symbol, 'This world has had some world class villains' he picked up a three-pronged helmet version of his iconic mask with symbiote eyes and took a long hard look at it and smirked as he put on, 'but nothing compared to me.'

He stepped out of the darkness a looked at himself in the full-length mirror. He struck a menacing pose and exclaimed:

"Look out world! Your Amazingly Superior F.N. Spider-Overlord is about to take over!"

AN: Aaaaaannnnd DONE! My first Overlord crossover is done, well the first chapter any way, but there will be more! If you want to see what our new Overlord looks like, go to my deviantART page! I have so much planned for this truly superior Spider-Man so stay tuned and like the man that started it all says Excelsior!