Miles and Peter were running as fast as they could through the crowd of students giving them weird looks. But they didn't care, one thing was on their mind.

Doc Ock exist in this dimension. Why else would he single out Peter? Something was up.

The two finally spotted the other spiders and ran up to them out of breath.

"Whoa. Whoa. Whoa. What happened? Wheres Peter?" Peter B. said. The two spiders were coughing but Peter was able to make out two words.

"Doc Ock" Now everyone was panicking.

"Peter!" Andrews Peter said while running in the direction Toby's Peter and Miles came. The rest followed.

~On the other side of the school~

Peter felt has if he shouldn't be walking with Dr. Octavius. Alone. But he couldn't refuse his one way ticket to Empire University. Or MIT. Even though his spider senses were telling him to run.

"Mr-Otto. What did you want to talk to me about?" 

"Peter. The world is evolving. We though, do not have the capacity to except it. I understand you have an internship at Stark Industries, yes?" Octavius said.

"Y-yeah"

"Well then you must understand that Stark does everything he can to make the world evolve. And I mean that in a friendly manner. I've worked with both Stark industries and Oscorp for some time." Peter felt more at ease now.

"That's odd, Mr. Stark hasn't mentioned you." Peter knew it was because of Oscorp's mysterious closing after that trip his class took, but he didn't want to be rude.

"That's alright. I've been busy" Octavius turned around to a wall. Peter was confused but then Otto put his hand on a part of the wall and a beam appeared. The wall went up and there was a bunch of stairs going down.

"After you Peter"

~Happening at the same time~

"Are we calling Stark?" Gwen asked.

"No. He'll freak and bring all the Avengers here. It's just us spiders" Peter B. said. The spiders finally caught up to Peter and Otto but eaves dropped since they didn't want to make a scene.

"I thought Oscorp didn't exist" Toby's Peter said.

"Peter has a lot of explaining to do" Andrews Peter said. 

Just before the door closed, Gwen shot a web to prevent the door from closing.

"We should really call Stark" Miles said.

"Too late" Peter B. said.

~Back to Peter and Otto~

There was a lot of stairs. Peter knew something was off. He knew that the other spiders were looking for him. Once he reached the bottom he saw a lot of computers and a big machine. It seemed as if it was harvesting energy. Peter was amazed and afraid at the same time.

"Peter, you should know by now that there are more worlds out there. Worlds like ours but different. This machine can harvest energy from those worlds to here. It's a scientific fact that our world is most powerful to contain the energy." Otto went near the machine and flicked a few switches.

Peter knew this wasn't a good sign.

"Otto. How do you know about these other worlds?"

"Well-" Before Octavius could say anything Toby's Spider-Man punched him in the face.

"Well what? Doc Ock?" The rest of the spiders came down, each blowing a punch to Doc Ock's face.

"I wanted to do this the easy way. But I guess I'll just have to kill every single one of you!" Octavius' back started to sprout mechanical tentacles. Two on each side. He also put on goggles. Peter quickly joined the other spiders and put on his mask, ready to fight.

"What's the point of a mask Peter? It just covers your fear!" Otto started to use his four tentacles to attack other spiders.

"How do you not know who Otto was!" Toby's Spider-Man said while fighting along side Peter B.

"I'm sorry! I normally don't see a man walking around with eight limbs!" Peter said. He webbed one of Otto's tentacles but he ripped it off. He thwiped to where Miles was and started to fight with him.

"What about Oscorp!? There's nothing about it but it exist?!" Andrews Spider-Man said.

"It's alright Peter. S.H.I.E.L.D does a good job of covering things up!" Otto said. Andrews Peter tried to get close to Otto but he swatted him away like a fly. He was falling from high ground.

"Peter!" Gwen dived down and used her webs so Peter can grab a hold of them. Peter caught hold and swung himself up. Gwen followed with him.

"Karen! Web grenade!" 

"Web Grenade" Five web grenades came out and hit Doc Ock's tentacles. The rest of the spiders used there webs to pull Doc Ock to the ground. Gwen, Andrews Peter, and Peter B. went to the machine to stabilize it.

"Alright. How do you know Peter?" Miles said.

"Little birdie. Little goblin." The spiders didn't have time to react because one of the tentacles came free and hit a button. Just as that happened a bright light along with a loud noise happened. Suddenly green tentacles appeared.

"Peter it's so great to see you again. Oh! And you have some new friends! You know that bus got me pretty good so I say I return the favor." The other Doc Ock used her tentacles to push upward to the school.

"Great, Liv's here" Peter B. said.

"Where did the other one go?" Tom's Peter asked. Everyone turned to see that this dimensions Doc Ock was gone and the only thing left was his goggles.

"Forget about him. We need to get she Doc Ock" Miles said. All the spiders thwiped up and followed her.

~Like 0.02 seconds later~ 

Flash was walking to the bathroom until Doc Ock (E-616) came out of the floor. Flash was three feet away from where that happened. Doc Ock was smashing everything in sight. Just then all the spiders came out from the hole she made.

"What the?!"

"Flash! No time to explain! Get everyone out of here! Go!" Tom's Spider-Man said. Flash was still wide eyed from the fact that six spider-men were right in front of him.

"We better hurry!" Spider-Gwen said. The spiders left Flash by himself and went outside to see that Doc Ock had a fricking bus in her hands and ready to throw it. Everyone was screaming and running. Some left, some pulled there phones out.

"She really wasn't kidding" Peter B. said.

Doc Ock threw the bus at the spiders. Each spider jumped up and caught the bus with their webs and threw it. Gwen, Tom's Peter, and Miles went to catch it. Peter B, Toby's Spider-Man, and Andrews Spider-Man fought.

But Banners cure wasn't working. All the spiders but Tom's started to glitch. That meant Peter had to catch the bus by himself, and the bus was in mid air.

Before the bus could smash Peter, something caught it, or someone.

"You're really lucky, your friend in the chair knows when to call me." Tony said. Of course, everyone now started to cheer. The Avengers shown up.

"Peter! You just keep making more friends" Doc Ock proceeded to fight the spiders attacking her.

"Kid" Tony said in a worried voice.

"Don't worry! She means that Peter" Miles pointed to Peter B., who was thrown into a window from the school. Just then Steve Rodgers jumped from Falcons arms onto Doc Ock. Wanda came and used her powers to throw Natasha onto her as well. The spiders along with Tony, Rhodes, and Vision attacked Doc Ock at once. All the Avengers were there. But Doc Ock is pretty hard to beat.

"Tony! Ross' posse is near!" Natasha said.

"I got this." Gwen flicked her hand and a portal to another dimension appeared. Doc Ock was being pulled into it.

"You can't get rid of the-" Doc Ock was closed off in the portal. Gwen collapsed. Miles ran to her and picked her up bridal style. He felt for a heart beat.

"Shes just unconscious" Miles said.

"Get out of here! Ross will be here any minute!" Tony yelled.

"Who's that exactly?" Andrews Spider-Man asked.

"No time, we need to leave" Falcon said. The spiders all thwiped away form the battle scene. The Rouge Avengers opened up a sewer lid and went under ground. The only thing going through Tony's mind was,

"Great. More paper work"