Octavius survived the bombardment and escaped with the Living Brain. He then tries to find the Goblin King; however, before he can do so, Menace takes supporting character Anna Maria Marconi hostage. Meanwhile, the Goblin destroys all the buildings that mean something to Octavius, to punish him for robbing the Goblin of his dream: Killing Spider-Man. Octavius is lured to Empire State University, where he finds Don Lamaze. During the ensuing fight, Lamaze takes a blade meant for Octavius and dies in the Superior Spider-Man's arms. Heading to Alchemax, he is confronted by Spider-Man 2099, who takes control of the Spider-Slayers and demands answers. However, before he gets them, the Goblin King reactivates the Slayers to kill the Spiders, stating Norman Osborn now rules New York. Although he manages to escape, Octavius is forced to realize that he has failed in his goal to be a 'Superior' Spider-Man when the restored Peter Parker takes over to save a child from a runaway train where Octavius hesitated, reflecting that he is aware of his fundamental inferiority, as he overcompensates while Peter holds himself back, but acts when he has to. Octavius then willingly deletes his own consciousness so that Peter can regain control of his body. As Octavius's last memories fade, it is shown he had really fallen in love with Anna Maria, much to Peter's surprise. Octavius tells Peter he is willing to give up his love to keep her safe - something only Peter can do as the true Superior Spider-Man - and urges the hero to save New York in his place.