Peter is able to recruit the Scorpion, Hydro-Man and the Trapster with the task of keeping him alive and capturing "Spider-Man" in an attempt to reverse the mind swap. However, the Trapster's portable life support can give Peter only 700 minutes to live. As such, Peter openly antagonizes "Spider-Man". While Peter's attempt to reclaim his body fails, he is able to imbue his nemesis with his very memories and values before apparently dying in Octavius' crippled body. Distraught, Octavius (in a sudden surge of empathy for his sworn nemesis) vows to steer himself away from villainy and accepts Peter's dying wish of having a Spider-Man protect New York. Octavius claims that, since he now holds the physical might and the good values embodied by Spider-Man but also the boundless ambition and the scientific mindframe of Doctor Octopus, he will surpass the "Amazing Spider-Man", becoming a " Superior Spider-Man ".