The moon gleamed on the murky blue bay, followed by an eerie fog hanging over the edges of the water like a misty specter. The New York skyline glittered like a galaxy in the darkness, and peaceful feeling covered the bay. It was quiet...At least for now...

As cars cruised past the bay, no one seemed to notice a ripple of water moving swiftly across the glassy surface. As the ripple moved faster, the moon began to shimmer off of it, making it look like a shooting star running through the water. Suddenly, out of the ripple, a hideous mechanical tentacle arose from the water and shot across the coarse sand, gripped onto a massive rock near the shore with its claw as easily as someone would grab a doorknob. Another claw followed right after and both began tugging at the rock. It shifted a little, but was big enough to stay put. Ever so slowly, the body of a bedraggled man was dragged onto the shore along with the help of two more mechanical tentacles. The hydraulic arms sparkled with a cold silvery color and a red orb of light in each claw blinked softly. The man's face was pale, cold, lifeless...

Is he dead?

No...I don't think so...or else how are we alive? We live off of him, remember?

He's not dead...he's just unconscious...

We should move him somewhere safer...before he gets caught again...

The claws dug themselves into the sandy earth and supported the limp body as they walked down the shore. The hissing of hydraulic pumps buzzed in the stillness of the night...

Whiiiiiir-crunch...click

Whiiiiir-crunch...click

The claws were practically silent as they sank into the beach, almost like panthers hunting in the dark. No one would see them, and no one could stop them...


Darkness filled his senses, and a roaring pain throbbed in his head. The man was lying very still facedown, freezing beneath an oil-stained blanket. He heard a cracking sound, sending shivers up his spine, and bolted upright. The throbbing in his head turned to screaming, sending a painful sensation through his body. He ran his gloved hands over his face and brushed back some hair plastered on his face with water. He pulled off the gloves and examined his fingers. They were wrinkled, shaking violently, and turning a sickly blue color. It seemed too dark, but he realized that he had glasses on his face, so he quickly pulled them off. He could see both of his coats draped over some boxes, a pool of water forming under the steady dripping of the clothes.

"W-where am I?" He looked around quizzically at the huge room he was in. The floors were concrete, cold and hard, and, although it was very dark, he could see that the walls were gray with rusty stains dotting some parts. A bird outside twittered shrilly, causing the man to wince.

Nice to see you awake, Father... a chilling voice seemed to come from over his right shoulder. He turned his head and encountered a red light and a bulky mechanical claw right in his face. He leapt up and spun around, his eyes wide with fear like a deer in the headlights. The claw was gone, but he could still feel its presence.

What's the matter Father? Afraid? Do you not remember us? The voice now came from his other shoulder. He blinked at the claw as it snapped in his face and let out a small groan of fear.

"I thought...I thought I was dead...I thought you were-"

Thought we were dead too? Silly little man...we can't die unless you do...

Two more claws hissed as they looked up from his lower back.

"That...that can't be right..."

Oh...but it is...you invented us, father...you know that better than any of us...

The man looked down sadly...they were right...he did know better...

He gently craned his neck upwards, staring at the ceiling hidden in the inky darkness.

"But...but, you never answered my first question. Where am I?"

An old warehouse near the train yard...

"Won't people be here in the morning?"

No, this place is completely abandoned...No one really comes around here except a few silly children. They often come to see if this place is "haunted"...idiots...

So if that happens...we knock over a few boxes, rattle some chains, keep people out of here.

The man nodded slowly.

Plus, this place is perfect for your experiments, Doctor ? Out of sight...quiet...secluded...

Doctor Octavius looked up quickly and shook his head.

"Absolutely not! I will not do that again..." He started walking towards the door but felt his body being lifted off the ground.

Hmph...And I thought you were a genius...don't you know that we can just pluck you off the ground at our own little whim? We can keep you here as long as we like...Just listen to us...

"No! I won't...It was because of you that I almost lost my life! It was because of you that I almost killed an entire metropolis! It's because of you...that my wife is dead..."

No my friend...it was not us who killed your wife...it was your own pathetic attempt to keep going at your experiment...It's your fault she's not here...

That hit Doctor Octavius like a thousand pounds. As the tentacles lowered him to the ground, his legs grew limp and he collapsed to the floor on his hands and knees.

"No...no you're wrong...I didn't..." He shuddered as this thought ran through his already pain-ridden head and looked up at the tentacles hovering over him.

You did! You're just trying to fool yourself! But even you know the truth...you know that if you had listened to her...if you had stopped your experiment, she would be here at your side right now...

Otto clenched his teeth and sobbed suddenly. He heard the claw lowering towards his ear and clicked softly.

Don't worry professor...we will care for you...

Look at you...you look absolutely frozen...we should do something to warm him up...

One of the tentacles tugged at some old pieces of rotting wood that were hidden under some crushed crates. While the lower tentacles attempted to start a fire, the upper tentacles floated beside the professor.

So, we can start experimenting as soon as daylight-

"I already said no...no more experiments..."

But, the tentacle on the right leaned towards the professor's face slowly, but if you do these experiments...you'd be helping millions of people!

"Or hurting them...I made a promise...I wouldn't die like this...a sick freakish monster...unfortunately, the former is true...I didn't die. The latter is also true...I'm a monster..." He murmured softly.

A soft sizzle was heard, followed by the crackling of a fire. Everyone turned to the small burning embers glowing like rubies in the night. Doctor Octavius scurried over to it, a wave of warmth washing over him immediately. He smiled, forgetting all his problems for the time being.


Peter Parker sat in his small apartment building, looking out at the moon. It was 1:30 in the morning, but he was not tired at all. So many things had happened at once...Mary Jane had left her fiancé at the altar just to be with him, his only friend, Harry, had found out his secret...he had fought and beaten his idol, Professor Otto Octavius...and he was feeling mixed emotions. He rolled over his bed and reached for the light when a sudden sick feeling came over him. He crossed over to the window and held the windowsill as he stuck his head out into the cool night air. Something was wrong...but he couldn't put his finger on it...


A shadowy figure crept along the alleys of New York, stealing into the dark if someone came along. Luckily, only one or two people were out at this time in the morning...The figure stopped outside a convenient store and peered into the fluorescently lit window hungrily.

You're feeling a little better...so let's begin...There's some food, Otto. Go in and buy some...we'll be here if you need us...

Otto Octavius shuddered, then nodded slowly and gently pushed open the door. The tinkle of the bell startled him, but he recovered and walked in with a mellow attitude.

"Ah! Hello sir. Up a little early are we?" The elderly man behind the counter nodded from his chair and continued reading the newspaper. Otto peered from under his hat and cleared his throat.

"Yes...I couldn't sleep that well..."

"I can see why. You're soaked to the bone!" The man looked at him carefully.

"Oh...that? Well...it's a long story." He scratched his face and scrambled for refuge to the back of the store. He grabbed bags upon bags of chips, cookies, and candy, followed by a few bakery treats and bottles of water. The clerk continued to look at him strangely.

"A little hungry sir?"

"Yes...I am. Haven't been eating well..." Otto patted his stomach and forced a smile.

"Well, okay then. That'll be...$14.95 sir." Doctor Octavius rummaged through his soggy coat and grimaced.

Out of money?

"Yes."

"Excuse me? Yes what?" The clerk looked at him, then looked around with a puzzled expression.

"Oh...yes, as in...yes, I'll get you that money right away..." Otto stuttered and shoved his hands in his pockets frantically, running his hands through his hair in frustration.

"No money?"

"NO! I mean...no..." Otto's voice quivered as he suppressed an overwhelming sensation of anger. He wanted to just leave...he wanted to get out of here before he did something he would regret. His face twitched as an inner battle raged inside of him...

Just let us do our job...we can get the money for you!

'No...please...I can't hurt him...he did nothing wrong!'

Can't he see you are struggling with money? He should give it to you...for all the pain and loss you've gone through...

'No...no he doesn't have to...'

Yes he does!

Otto stood there in silence.

"Sir? Excuse me...sir?" The clerk reached out to touch him on the shoulder when suddenly the doctor's expression turned from emptiness to anger. A tentacle shot out from beneath his coat and slammed the clerk against the back wall. The man gasped in horror as the claw gripped to his neck, crushing it and making it unable for him utter a sound.

"I need every cent in that register..." Octavius snarled. The man, his face turning blue, flailed around wildly. Another tentacle went to work opening the register while Octavius watched as the man's body began to grow limp. The clerk's motions became less radical, and finally Otto dropped the dead man into a heap and glared at the camera above the register.

I'll take care of that... the tentacle above his left shoulder crunched the camera into bits just as the register sprang open.

Get the security tape in the back room before you leave...we need to cover up your tracks...Otto nodded and walked briskly into the back room. He looked up at the small television monitor and ejected the videotape. He turned it over a few times in his hands and, after making sure it was the correct one, stuffed it in his pocket. He grabbed the television on the table with a twisted smile on his face and slammed it onto the linoleum floors. He watched as sparks leapt up onto the metal table and sneered.

'Somehow...I feel like I enjoyed that...'

Well done...it seems we are back in business my friend.

'It seems we are...'


As Otto sat alone in the warehouse, eating a candy bar drowsily, he felt the weight of guilt running over him, his conscience blaring in his head.

"That poor man...I...I can't believe I just did this..."

He deserved it...didn't even give you some free food...

"But...I had said that I wouldn't to this...I thought I had control..."

Oh no, Father. You have some control...but we do too...

Octavius nodded slowly and took another bite of the candy, then threw the wrapper into the dying flames. It flared up suddenly, illuminating his pale, sullen face, before quickly fizzling out.

"What about Parker? He's bound to find out that I'm back...I mean honestly..." He looked up at the mechanical arms grimly, "It's not that hard to figure out that I'm that 'Doctor Octopus' everyone talks about. Plus, Peter's a smart boy...he'll figure it out before we know about it..."

That's why we must be extremely careful...start with small crimes to get some petty cash. Then, once you get into the swing of things...we can really start...

Doctor Octavius grimaced. He didn't want to do this...but he needed the money and the food, or he would starve. Plus, if he could get enough money and create some wonderful things to help people...he could really make a difference in the city. That's all he wanted...to make up for his mistakes...


"What do we have here Staton?"

"Robbery...smart crook though. He got to the camera, and then got the tape. Smart...not too many of them out there like that." The police chief strode back and forth across the pavement outside of the little convenient store. The coroner's office officials were inspecting the body of the elderly man inside the store while the officers were looking for anyone who had seen the crime, or investigating the scene. The chief lit up a cigarette and let out a sigh.

"Unusual markings on the neck though...not like a typical strangling..." Officer Staton continued.

The chief took a long drag of the cigarette and looked over at his fellow officer.

"So you're telling me that this isn't a typical criminal? We're dealing with...what...a professional?"

"A professional who knows how to cover his tracks...yeah."

The chief tossed the cigarette to the ground and crushed it beneath his foot angrily.

"Find him. I don't want this to happen again. Do you understand me?"

"Yes sir...we'll get him, we promise."

The chief looked over the shoulder of the officer and sighed as he saw the coroner zipping up a bright yellow bag.

"Just what I needed...a professional criminal on my case..."