Appearing in 1st story
- Spider-Man (Otto Octavius/"Peter Parker") (Main story and flashback)
- Spider-Man (Peter Parker) (Only in flashback)
- Mary Jane Watson (Only in flashback)
- Grady Scraps
- Uatu Jackson
- Sinister Six (Only in flashback)
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles (Main story and flashback)
- Superior Spider-Man's Suit (First full appearance)
Synopsis for 1st story
The day after Dr. Octopus in Peter's body defeated Spider-Man in Ock's body, Otto wakes up in Peter's apartment and smiles in the mirror. Having taken Peter's life from him, he plans a dinner date with Mary Jane and looks back on what brought him to this moment. After years of suffering blows to the head, his injuries have left him with only months to live. Spider-Man had stopped him from completing his final master plan, but in doing so, he used Ock's technology, leaving behind a part of his mind, giving Ock the chance to use brain-swapping technology to transfer their minds. Peter in Ock's body fought Otto in Spider-Man's body, resulting in Peter's death, but the experience showed Otto the responsibilty that makes Spider-Man, more or less teaching him that with great power there must also come great responsibily.
Otto spends the day constructing new technology for his suit, including new lenses for his mask. The next day he gets a call from Mary Jane. Looking back at Peter's memories, he realizes that the closer they get, the more of a liabilty she could become. However, he can't help but think of her.
The next morning, while walking to work, Otto, without thinking, knocks a mugger to a ground. Despite his surprise, he brushes it off as instinct. After going to work, he rudely brushes off his co-workers and goes to his lab where he looks at all of the inventions that were designed to fight super villians, which he considers a waste of Peter's genius.
Unsatisfied with what Horizon has to offer, Otto sneaks to one of his hidden labs and breaks in. Once inside, his spider-sense goes off, alerting him to the lab's defensive systems. While destroying the lab's defenses, a video message of Dr. Octopus begins to play, making him see how arrogant he was despite the fact that he always lost to Spider-Man. When he destroys the lab's defenses, he decides to do better than his old self.
The next day, after resolving not to repeat his mistakes, Otto swings outside in his new suit as a superior Spider-Man.
EPILOGUE to AMAZING SPIDER-MAN FINALE (#700)! • Coinciding with the end of Amazing Spider-Man, a look back at the greatest conflict in comics history: Spider-Man vs. Doctor Octopus!
- This issue is so far the first and only issue to not include a free digital copy.
- When Otto punched the robber, what he believed was instant may have been Peter Parker's consciousness controlling his actions.