Appearing in "Troubled Mind, Part Three: Gray Matters"
- "Peter Parker" (Otto Octavius) (As Doctor Octopus and Spider-Man in Mindscape)
- Peter Parker's consciousness (Apparent death)
- Living Brain
- Ben Parker (Illusion)
- May Parker (Illusion)
- Harry Osborn (Illusion)
- Gwen Stacy (Illusion)
- George Stacy (Illusion)
- Mary Jane Watson (Illusion)
- Flash Thompson (Illusion)
- Betty Brant (Illusion)
- J. Jonah Jameson (Illusion)
- Glory Grant (Illusion)
- Carlie Cooper (Illusion)
- Uatu Jackson (Illusion)
- Max Modell (Illusion)
- Burglar (Illusion)
- Green Goblin (Norman Osborn) (Illusion)
- Electro (Maxwell Dillon) (Illusion)
- Kingpin (Wilson Fisk) (Illusion)
- Rhino (Aleksei Sytsevich) (Illusion)
- Beetle (Abner Jenkins) (Illusion)
- Scorpion (Mac Gargan) (Illusion)
- Kraven (Sergei Kravinoff) (Illusion)
- Mysterio (Quentin Beck) (Illusion)
- Lizard (Curt Conners) (Illusion)
- Chameleon (Dmitri Smerdyakov) (Illusion)
- Ringmaster (Maynard Tiboldt) (Illusion)
- Sandman (William Baker) (Illusion)
- Crime-Master (Nick Lewis) (Illusion)
- Molten Man (Mark Raxton) (Illusion)
- Daily Bugle
- Unnamed NYPD Officers (Illusion)
- Avengers (Illusion)
- Screwball (Illusion)
- Massacre (Marcus Lyman) (Illusion)
- Boomerang (Frederick Myers) (Illusion)
- Jester (Illusion)
- Vulture (Adrian Toomes) (Mentioned)
- Dr. Ashley Kafka (Mentioned)
- Spider-Man's Web-Shooters
- Superior Spider-Man's Suit
- Doctor Octopus' Tentacles
- Captain America's Shield (Illusion)
- Goblin Armor (Illusion)
- Rhino Armor (Illusion)
- Beetle Armor MK II (Illusion)
- Scorpion's Suit (Illusion)
- Goblin Glider (Illusion)
Synopsis for "Troubled Mind, Part Three: Gray Matters"
With the neurotic scanner equipped on him, Otto attempted to use equipment to determine the source of several spasms his body was experiencing. Otto figured out that Peter's memories somehow created a version of Peter running around inside his head. To the memory fragment's shock, Otto could now hear "Peter" inside his mind and decided to put an end to him once and for all. Otto Octavius begins the process for a full memory extraction of Peter Parker. However, Peter's consciousness takes control of his right arm and attempts to strangle Otto. Regaining control, Otto has none of that and has the Living Brain restrain his wayward limb.
In "Peter"'s inner world, Otto starts a complete purge of his memories, starting with those of him working at the Daily Bugle. As the building of the Bugle collapses, Peter starts to lose hold of his fellow colleagues' identities. He defies Otto's actions and starts to fight back, saying that he will not take any of his memories away from him.
Seeing this situation, Otto decide to confront the Parker fragment directly. Once inside, Peter reveals that Otto made a big mistake coming here, as Peter's friends and family begin to appear out of nowhere, restraining Otto.
But Otto is prepared, having been in Peter's head for months, and has everything to mount a defense, as he summons all of Peter's greatest enemies, including the likes of Kingpin, Sandman, Mysterio and the Green Goblin - his fears and anxieties taken form and brought to life.
Otto gives the order to destroy Peter's friends but to spare Peter himself. Peter tries to stop him, saying that Otto had promised that he would protect them, but the massacre continues, causing Peter to lose his memories of them.
With tears streaming from his eyes, he calls Otto a monster, pleading for him to stop, to which Otto taunted the fragment by saying how everything would soon end and Peter Parker would be no more.
Peter responds with a new resolve - he strips off his outer skin, remembering that he is also the AMAZING SPIDER-MAN! He launches an assault on Otto, before questioning him what would have been the right thing to do, the one thing that is responsible of him as a hero.
Otto replies, with a wicked grin, that he has to give the world what it truly needs - a SUPERIOR SPIDER-MAN, tearing off his original facade to reveal his own Spider Man costume underneath, to Peter's chagrin.
They continue to fight each other, both questioning about who deserves to be Spider Man based on their actions. While Peter blames Otto for his brutality on criminals, causing the Avengers to doubt him and no one trusting him as a result, Otto retorts Peter for attempting to be a "friendly neighborhood Spider-Man", trying hard to make everyone love him, and cites the Vulture using children as his minions as a consequence - all because Peter took it easy on him. And that because Peter let Massacre live, he killed over thirty innocent people.
Lastly, Otto reprimands Peter that due to his interference, he almost failed to operate on Amy and save her life. The memory fragment initially says that it was due to his distrust of Otto, but he realizes the true reason behind his actions - because Otto was about to get the scanner and find him, and loses the will to fight.
Otto then determines that Peter isn't worthy of being Spider-Man and that he is nothing. He then puts the final nail in Peter's coffin by resuming his mind wipe, leaving the fragment rooted to the spot.
As what remains of Peter's memories get stripped away, the memory fragment Peter struggles to hold on to his own identity, but even that is lost, as darkness envelops him.
Back in the real world, Otto rejoices that he is free...
IT ENDS HERE! “SUPERIOR NO MORE!”
• The hottest comic in comics comes to a turning point that will get you angrier than you were after Spidey #700!
• The time has come to see who will live, who will die, and who will emerge as the one, true Superior Spider-Man!
- When Peter forgets his name, he guesses his name might be Peter Palmer; an alias he has used in the past.