Peter "Spider-Man" Parker and Superior "Otto Octavius" Octopus fight on the wall of Parker Industry's last remaining headquarters. Parker tries to fight Octavius but is hampered because Octavius has taken control of all of his technology, including the vehicles that he had his employees drive into battle to assist him. Octavius mocks Parker for copying the strategies he developed back when he was Spider-Man, even adding that Parker is more a copy of him than he wants to admit.
Down below, people are filming the fight on smartphones as police try to evacuate the area. Parker's Aunt May tries to drive up to the tower but her car is stopped by a police barricade, so she gets out to go the rest of the way on foot in case she can help.
Octavius says it's time for him to raid the building and take all the technology. Parker says that won't happen, but Octavius points out that he's destroyed, looted, or rendered inaccessible all of Parker's other buildings, and now he has a special access key which will enable him to go into the Shanghai headquarters and steal every file in its computer systems. Parker parses Octavius's language and realizes that Octavius keeps referencing 'his' actions and not HYDRA's, and thus concludes that Octavius is acting independently insofar as his theft of Parker Industry technology goes. Octavius just smashes his way into the building and goes to steal everything.
Parker contacts Yao Wu and Philip Chang, who have determined that Octavius's signal which has overridden control of Parker's technology is broadcasting at a continuous frequency which they'll soon be able to find. They also confirm that Parker's 'backup plan' is almost ready. Meanwhile, Lien Tang rewires the controls of her car to cut out the computer system and return control to her. Parker directs her to walk the other drivers through doing the same thing while he deals with Octavius. Tang, however, ignores him.
Octavius is about to hack into Parker's computers when Tang drives her car through the server room, smashing into Octavius and sending them both out a window. Parker has webbed up the other cars so they can turn off their computers without risking making a mistake in the process that would turn off their cars entirely and send them falling off the side of the building. When he's done, he goes into his office and contacts his employees, telling them that HYDRA is on the cusp of seizing their technology and they need to destroy everything. Octavius is enraged when he hears Parker giving the orders to wipe all their computer systems, and demands to know how anyone could be so petty as to destroy his empire just to stop Octavius from obtaining it. Down below, everybody's webware systems abruptly stop working, and May is horrified to think that Parker just destroyed everything he built and even the Uncle Ben Foundation.
Parker's employees destroy their equipment with fire axes, fire extinguishers, and hammers as Parker himself gets a briefcase from his office. He then goes to meet up with Wu and Chang, who tell him that a 'device' is ready and he can send Spider-Man to pick it up at anytime. They then burn their own research, with Chang sighing that he was so close to discovering a new source of green energy, and Wu telling him that he will surely discover the secret someday. The two leave.
Outside, Min Wei waves over May and tells her that the Uncle Ben Foundation's trucks have been a huge help with the evacuation. She then asks for May to help her convince Chunhua Tang, Lien's mother, to evacuate with the others, but Chunhua says she wants to watch her daughter battle on the side of Parker Industries. Chunhua insists that she is not worried because she has faith that she raised her daughter correctly. Then Spider-Man returns to the battle and attacks Octavius, who is still ranting about Parker destroying everything they built together.
Parker mocks Octavius, who decides to end the fight and reveals that he's upgrade Norman "Green Goblin" Osborn's electromagnetic pulse weapons. He blasts Parker with one and says it will shred his new armor. It does, but Parker reveals that he was wearing his old suit of armor (which he obtained from his briefcase) under his new one, and his old suit survived the blast. Parker then hits Octavius with the weapon Wu and Chang made for him—a frequency blast weapon which hacks Octavius's armor just as Octavius hacked all of Parker's technology. Octavius's arms begin to rip each other apart and he flails, but he manages to regain enough control to shoot webbing and swing away.
As Octavius leaves, he says that Parker's attack will disable the magnetic grip on Lien's car and cause her to fall to her death. When Parker goes to rescue Lien, though, he learns that she's fine and Octavius was lying. He gives chase but finds only Octavius's abandoned mechanical arms; the actual supervillain has gotten away. He gives up and heads down to the street to see if anyone needs his help. There he comes across Chunhua hugging Lien (and also asking to see the specs on Lien's car because she has some ideas for upgrading it). After that he talks to May, who says that she's very proud of her son Peter. She then says she will clean up the mess and he should go home to fight evil.
As Parker leaves, Aiden Blain scowls and walks through the city, unobserved by all. Still later, Octavius reports back to Arnim Zola, who congratulates him on successfully destroying Parker Industries and calls him one of Rogers' "finest soldiers." Octavius accepts the compliment, but inwardly he bristles at being thought of as just another soldier or lackey instead of as the king he believes he deserves to be.
Tropes:
- Hoist by His Own Petard: Octavius used the similarity between his own technology and Parker's to take control of Parker's. Parker, though, was able to turn that around and use the same principles to hack Octavius's arms.
