In the Batcave, Peter talks with Jill, Andrea and Ben about what happened tonight.
"So Freeze just let you go? It doesn't make sense." Jill says.
Peter looks over recent information on Octavius.
"Nothing about Dr. Octavius's behavior makes sense anymore. Before, he did whatever it took to keep his wife alive, but after she was revived he never came to see her." Peter says.
"Why not?" Andrea asks.
"Nobody knows. She finally gave up waiting, and left New York for good, now she lives in Metropolis." Peter says.
"Well after the last few days, who can blame her." Jill says.
Meanwhile, in an underground sub lab, Octavius works on his suit and his mechanical arms while staring at a picture of his wife, Nora. He then turns on the TV and watches Peter Parker give a check to a charity.
"You know, my father once told me, those who have the most, must give the most." Peter says.
Dr. Octofreeze stares at the screen for a moment.
"Those who have the most also have the most to give, also have the most to lose, Mr. Parker." Octavius says.
Back with Peter, as he trains in the Batcave, he thinks about what Freeze said to him. Andrea soon comes down to check on him.
"Hey. You've been down here for hours. Is everything ok?"
Peter stops for a moment
"You know, Doctor Octavius used to be my hero. I worshipped the man. His mind, the way he used it to help others. He was everything I wanted to be. To see him like this... It's just hard."
Andrea walks over and wraps her arms around Peter, kissing him on the cheek.
"I know you, Peter. Even though you try to hide it behind that mask, you feel for them. Deep down, some of them are just tragedies." Andrea says
Peter nods, knowing she's right.
At that moment, there's a knock on the door upstairs. Ben goes to answer as a mechanical arm bursts through the door. Peter sees this on the camera and runs upstairs.
"Stay here." Peter tells Andrea
Peter makes it upstairs and helps Ben to his feet.
"Ben, are you alright?" Peter asks.
"Just fine, sir. But I do believe we have a surprise guest." Ben says.
Dr. Octofreeze then knocks down the doors fully and enters the Parker Mansion.
"A touching scene. I would be moved, if I were still capable of it." Octavius says.
"Dr. Octavius, you don't have to do this. Parker Industries helped save your wife's life. We can help you." Peter says.
"It's too late for that. Much too late." Octavius replies.
"Why? I've actually been working on something that could-"
Octavius interrupts Peter by wrapping one of his mechanical arms around his throat. Andrea comes up and sees this.
"No!" She screams.
Octavius sees Andrea and looks at her and Ben.
"You were just a boy when you lost your family. But you keep trying to create a surrogate family for yourself. To destroy you, I need only to destroy that. Perhaps your surrogate father? Or maybe the love of your life would be more poetic."
Peter starts to get angry.
"If you lay, one finger on her."
"Boy, there's nothing you could do that hasn't already happened."
At that moment, Peter secretly presses a button on his watch, turning off the lights. Octavius let's go of Peter, allowing him to quickly run and get Ben and Andrea out safely. Seconds Later, Peter changes into his suit and kicks Octavius out of the mansion.
"You seem to always show up at the most inconvenient times." Octavius says.
"I have a knack for that." Peter says.
The two stare each other down for a moment, Before Octavius goes to leave.
"Where are you going?" Peter asks.
"Don't worry, Arachnid. Your time will come. Very soon."Octavius says.
Octofreeze soon leaves as Peter runs to the Cave to check on Andrea and Ben.
"You both ok?" Peter asks.
"We are fine, sir." Ben says.
Peter then walks over to the computer and starts typing.
"What are you doing?" Andrea asks.
"I put a tracer on Octavius while he had me by the throat." Peter says.
Peter finally gets a signal.
"Got him. Call Jill, I need you guys to do something for me. Looks like I'm gonna have to dress for cold weather." Peter says.
Later on, Spider-Bat(wearing a special white suit, that is resistant to freezing temperatures) drops infront of an abandoned lab. Inside, while Octavius works on a machine, Peter sticks to the ceiling without him noticing. Octavius activates the machine that creates a ball of freezing cold energy. At that moment, one of Octavius's mechanical arms launches itself at Peter. The hero quickly moves out of the way and gets confronted by Octofreeze.
"I'm glad you could be here for your cities last few moments, Spider-Bat."
"Shut it down, Octavius. If that thing keeps going like this, it'll freeze the entire city. A lot of people are going to get hurt." Peter says.
"That is what I am counting on." Freeze says.
"Why are you doing all of this? Your wife is finally better. She's out there right now, you could be happy with her." Peter says.
"Happy? Look at me, Arachnid. Do you really think anyone could love someone who can't even shed a single tear? Who couldn't actually hold their hand or even go out into public? No, I cannot return to my Nora. My treasure. There's no hope for me, or you, or your city. Everyone's going to feel my loss. It's time for you to learn what it's like to lose the one thing you value most. This machine is a reverse fusion reactor. Once it hits critical, everything within ten miles will be frozen solid. Blanketing the city in white, silent death."
Peter looks over and sees the machine increasing in mass as the room begins to freeze.
"I can't let that happen."
Peter throws a batarang that disarms Octavius with his cold gun, then quickly flips over Octavius, webbing his arms together and reaching for the wires. Octavius breaks free and grabs Peter by the arms and throws him through the ceiling outside of the building. The hero shoots out a web, slinging himself back into the building and kicking Octavius through the floor to the lower level. Peter lands multiple punches to Freezes head cylinder, not making a dent in it.
Octavius then knocks Peter through the hole above them. Octavius launches another attack while he's on the ground, but Peter flips out of the way, bounces off of the wall and kicks Octavius in the chest. He reaches for the wires again, but gets grabbed by the leg and slammed into the wall.
Peter is then held upside down by his leg yet again. A sharp blade then 7 out of one of Octavius's arms, ready to impale him.
"As much as I want you to see your city frozen and lifeless, I'm quite prepared to end it all right now."
As he goes to stab Peter, he quickly webs a wire in the way of the blade, causing Octavius to electrocute himself. Peter then jumps over to the machine and rips the wires out, causing a huge explosion and the machine to deactivate.
Minutes later, Peter slowly gets back to his feet and sees Octavius down on the ground. He makes his way and kneels down to check on him.
"Dr. Octavius?" Peter asks.
After a few minutes, Octavius grabs Peter by the throat yet again.
"You ruined everything yet again, Arachnid!" Octavius yells.
"Otto?" A kind voice says.
Octavius's eyes widen as he turns around and sees Nora Octavius, his wife.
"Nora?" Octavius says, letting go of Peter.
He stands to his feet, but looks away in shame.
"I didn't want you to see me like this. To know that I have become a monstrositie." Freeze says.
Nora puts her hand on Octavius's cracked head ceiliender.
"Otto. I still love you. It's true that you have made mistakes since what has happened to you. But I know, deep down, you're still the same Otto."
Octavius pauses for a moment, before taking her hand gently. Soon Jill and Andrea come in and helps Peter to his feet, watching on.
"What do we do now?" Andrea asks.
Peter pauses for a moment.
"Let's just leave them alone for a moment."
The three of them leave as Octavius and Nora stand with each other for the first time in years.