***TL***

A year passed…

…one…long…agonizing year…

Sophia sat on her bed, that was pushed against the wall…her batwings resting against the cold concrete of the wall. Wearing a full-length satin gown, she felt rather…violated really. She held a half-eaten blueberry muffin in her hands…but could only stare at it. She had no strength in her…she had no will in her…

…everything was pointless…

If she had HER way, she would have ended it long ago…but Doctor Octopus had made sure EVERY SQUARE INCH of her cell was foolproof. Cameras absolutely everywhere…even in the bathroom of this wretched cell.

The cell was specially designed to withstand the full force of her screech…so there was no getting anywhere with that…

…and considering Doctor Octopus could WITHSTAND her screech…it didn't matter anyways…

No Razor...and if she requested one, it was a dinky disposable one. Sheets were changed regularly…really the ONLY thing she even had access to was an iPad with Netflix. And even THAT thing was monitored regularly!

Sophia sighed and looked at the rest of her muffin…before tossing it into the small wastebasket that was provided.

Click!

She pursed her lips and glanced over as the door opened. In walked Vulture, who looked towards her and headed for the wastebasket, taking the bag, and replacing it with a new one.

He glanced towards Sophia, who had her legs tucked against her chest, and was resting her forehead against her knees.

"…Otto is going to fuss about your lack of appetite, Sophia…" He remarked.

He received no answer.

Adrian pursed his lips and rubbed the back of his head…before he approached the bed. Clearing his throat, he continued.

"Sophia…Otto is scheduling a meeting with you later this week…" he informed. "He wants to discuss our future area with you." He waited for her to answer…but none came. "…He's moving the operation back underwater…and he wants to warn you about moving you from here to there."

"…go away."

Adrian sighed. "…Sophia…just listen to—"

"I SAID GO AWAY!" Sophia snarled, looking up towards Adrian, venom in her eyes. "GO BACK TO OTTO AND TELL HIM I SAID TO SHOVE ONE OF HIS TENTACLES UP HIS CRACK!"

Adrian took a step back, startled at the outburst…before he frowned and took the trash bag. "…fine…I'll have him speak with you tonight then…" he muttered, turning and walking for the door. As he took a step out, he couldn't help but look back inside.

She had put her head back down and was shaking as though she were quietly crying.

Pursing his lips, he turned and exited the room, locking it behind him.

As he left the hall, he didn't notice a triangular shadow hovering on the wall…which changed shape into the figure of a tall, slender man with a top hat.

A low chuckle filled the hall…

Vulture paused and looked behind him…but no one was there…

Shaking his head, he made his way to the control room and entered, seeing Doctor Octopus musing by the many computers that they had gained access to. He had managed to…somewhat recreate the machinery he had during his master plan…

However, he hadn't reached the full capacity of the last operation just yet. He had managed to find ways to allow himself to keep surveillance of every part of the lair…and even a mile radius of such…but getting it to the entire city was proving…difficult.

Doc drummed his fingers against each other. If everything worked according to plan, he would have his weapon up and running soon…and then a true discussion of gaining access to the world's security would be in play.

"Otto?"

Doc glanced behind himself. "Ah Adrian, do come in." He took a sip of his coffee via one of his tentacles. "I was just going over the calculations for our field test tonight."

Vulture walked closer to Doc and looked towards the screens as the Master Planner spoke.

"It was such a good idea to put our headquarters in Hoboken." Doc hummed. "It gives us ample room to test our technology, while keeping that blasted Arachnid guessing…"

"Do you honestly believe that he can stay off our scent for much longer?" Vulture inquired. "He's become…more serious since we captured Flying Fox…he's even managed to get Tony Stark to try and help him find her."

"As I have noticed, believe me." Doc confirmed, typing at the computer. "But as long as we have our newest technology from Scorpion. Our tracks should be well covered."

"Something about his little delivery girl struck me as odd, though." Adrian mused. "It was like she was a cat or something."

"How odd…well you know how teenagers are, Adrian. The latest crazes always have their attention." Doc mused. "Give me a description of her, so I will know who to look for next time we do business with—"

"You need to speak with your wife, Otto."

Doc suddenly paused everything…and slowly looked towards Vulture, raising an eyebrow for a moment…before looking back towards the screens, continuing to type.

"…what brought this on, Adrian? You know I keep interactions with Sophia at a minimum."

"She's not going to listen to me, Otto. It needs to be you." Vulture looked towards him. "And honestly, I'm not even sure if that's enough."

"I'm past reasoning with Sophia, Adrian. If she's not going to cooperate, then we'll simply have Rhino force her out." Doc grumbled. "I'm keeping my end steady. She's provided for and she has plenty. I'm tired of her defiance."

"…Otto, I think you're missing the point of this whole…'marriage' agreement." Vulture looked upwards, waving a hand for emphasis. "Sure it keeps Sophia from striking against you, but what was the point? Neither of you are helping each other."

"Adrian, the whole point of having her sign that license was to use her own honor against her." Doc muttered, standing and facing Vulture, a frown on his face. "Since she is married to me, she has no choice but to do as I say."

"That's not how marriage works." Vulture replied. "It's supposed to be a joint team."

"Do not lecture me on something you do not understand, Adrian." Doc scowled. "Flying Fox is not interfering with us. And we have leverage over Spiderman, should he find us." A smirk came to Doc's face. "It's the perfect setback for our enemies."

"…It's still not marriage, Otto." Vulture muttered. "It's a prison."

"Do you have something to say to me, Adrian?" Doc narrowed his eyes.

"…no."

"Excellent." Doc turned back for the computers and pressed a button. "Then alert Rhino and Sandman that it's time to start the exercise.

"…yes, Master Planner…"

***SW***

Sophia groaned, finding herself slightly board. She had seen Vulture, Rhino and Sandman pass her room about an hour ago.

She had seen Doc stop by her room and look in…and had the audacity to greet her as 'His little Nightmare'…but she hadn't given him the satisfaction of looking at him…and that had been at least an hour ago as well. Sophia sighed and slid out of her bed, forcing herself to stretch. It got uncomfortable on that bed sometimes, as it was probably the springiest bed she had EVER slept on.

…If she had ACTUALLY married Otto Octavius…and not been forced to marry the monster that he was now…she would have a conversation about changing mattress types. Springs were THE most uncomfortable—

..rrummmbbllleee…

BBBOOOOOOOOOOOOOOMMMM!

Sophia screamed and found herself knocked to the floor, as the world shook around her. The entire building was trembling as though the biggest Earthquake was hitting New Jersey and New York right then and there.

She heard a yell coming from inside of the lair…and she swore it sounded like Dr. Octopus.

GOOD! Maybe it was Spiderman and Iron Man, and they found the base or something! OH! That would be fantastic! She would love nothing MORE than to see Doctor Octopus behind bars! CONCRETE EVEN!

Once she got out of here, the first thing she was going to do was contact Rosalyn and tell her to make an INESCAPABLE PRISON, JUST FOR-

"…Otto?" She paused when Doc came stumbling into the hall, holding his head and gritting his teeth.

"DAMN IT! That should have WORKED!" Doc snarled in a rage, stumbling past her room and trying to head for the electrical room.

Sophia's mouth went agape, and she ran to the door, trying to look out the thick armored glass and scowled at the sight of Doctor Octopus trying to unlock a door across from her.

"That should. Have. WORKED!" He repeated, just plain RIPPING the door off with his tentacles, the door SLAMMING against Sophia's door, causing a long crack along the glass.

She put up her arms in an attempt to shield herself from any possible debris, but the glass didn't shatter. Letting down her arms, she gawked at the sight of Doctor Octopus frantically searching for something in his electrical room.

"Otto! What's going on!?"

Doc didn't answer, instead he tried to hurriedly find something. "Where is it?...Where is it?!"

"OTTO!"

CCCRRRRRACCCCKKKK!

BOOOOOOOOOOOOOOM!

Sophia quickly held her ears at a sound that cracked like a thunder boom, that…seemed to come from the city of all things…she didn't have the luxury of trying to look OUTSIDE.

Doctor Octopus also had his arms up to shield himself, gritting his teeth tightly. After the sound faded, and everything was still, he panted and SLAMMED his fist to the wall.

"…DAMN. IT!...We're going to have to start all OVER again!" he snarled in a rage.

"Otto!" Sophia rubbed her ears and pressed her hands against the glass door. "WHAT is going—"

"Nothing out of you, witch! You are nothing but a NIGHTMARE to me!" Doc pointed towards Sophia…who took a step back and gawked at him for a moment…before scowling at him.

Doc himself seemed to stay still for a moment, hearing Otto's protests in his head.

Leave her alone! This is NOT her fault!

Doc snarled and turned, storming back up the hall. "…I don't have time for this…" he growled, disappearing into the hall.

Sophia watched him depart, trying to figure out what had just happened…whatever it was, it looked like he failed at it…

…so…naturally that meant Spiderman stopped them…right?

She frowned and slowly headed back for her bed, sitting on the edge of it.

witch…he had called her 'witch'…

humph…you become more and more like my father each day…I hate you, Otto…

Sighing, she laid on her back, staring at the ceiling and frowning. I hate you…so why do I still love you? After a while, she found herself drifting off to sleep…nothing but silence coming to her…pure silence…dead silence even…

…why wasn't there any traffic noise outsid-

SLAM!

Sophia quickly sat up, looking towards the door quickly. According to the clock, two hours had past…had she really been asleep for that long?

She paused as Vulture walked past her room…looking rather beaten up and he was…towing in Spiderman?

Spiderman was being forced down the hall by Vulture, and was limping heavily…he managed to look in her direction and panted. "Foxey-…Foxey!"

"Keep moving." Vulture muttered, pushing him to keep going.

He mused for a bit, before he continued down the hall…not far behind him was…Montana?...What the heck was he doing…he looked flustered…devastated even…it was like he-…you know what? She didn't care. No one could be trusted.

Everyone was the same. Obviously Montana was just like Otto…

Sophia looked down the hall in the direction Spiderman had been taken down…there was no possible way Otto was going to let her talk to him, was he?

She paused when she saw Sandman stop by her door and lean against the glass, holding his face in his hand. He was…trembling.

Sophia's mouth went slightly agape…she stood, before looking up quickly, hearing a scream come from the control room.

…had that been… Montana?

Looking towards the door, she took a step up. "…What's going on?" she asked, looking towards Sandman expectantly.

Sandman trembled further and he shook his head. For a moment, he only stood there, his labored breathing only intensifying.

"…they're gone…"

"What?" Sophia quickly put her hands against the glass. "What happened—"

"THEY'RE. GONE!" Sandman roared, SLAMMING his fist against her door, making Sophia jump back and put up her fists, as though she were ready for a fight. For a moment, nothing was said, before Sandman faced Sophia, panting.

"He's gone INSANE! He's killed them! He's killed them ALL!" He screamed, putting his hands to his head and gritting his teeth. "…I NEVER SIGNED UP FOR THIS! THIS WASN'T SUPPOSED TO HAPPEN! I JUST WANTED A BIG SCORE!...THAT'S ALL I WANTED!"

"What are you TALKING about?!" Sophia felt her heart beating faster in fear. "What's happened?! TALK to me! What—"

"Manhattan! ALL…OF…MANHATTAN!..." Sandman put his hands on the glass and panted, his face reflecting all sorts of horror and brokenness.

"…they're gone….they're all DEAD!"

A look of absolute HOROR came to Sophia's face and she took a couple of steps back from Sandman, her mind trying to grasp just WHAT he said. She slowly covered her mouth and shook her head.

"…no…that's….that can't—"

"Alex is dead! My FAMILY is DEAD! All those kids…" he put a hand to his head and shuddered. "…all those kids…" He shuddered again. "…everyone in Manhattan…they're all dead…"

Sophia felt herself tremble…and sunk to her knees, covering her mouth, her eyes wide in horror. Justin…Dennis…Mark…Captain Stacey…Tony…Pepper….all those people…

…No…This…this can't-

Both Sandman and Sophia looked over as Montana STORMED out of Doc's control room, gritting his teeth, balling his fists tightly, and…fighting back tears…

Montana stopped when he saw Sandman…and seethed. "I HOPE yer HAPPY, you low life SCUM!" He snarled.

"ME?!" Sandman snarled. "Look who's TALKING, Mr. 'I kill people for money'! I NEVER wanted to KILL anyone!"

"Well guess what, YA DID!" Montana roared. "And now they're all GONE!" He waved a hand in the air. "I NEVER EVEN HAD A CHANCE TO GET BACK WITH FAITH! I should KILL you all for TAKING HER FROM ME!"

"Wait—WHAT?!" Sophia looked up, horrified. "FAITH'S DEAD?!"

Both Sandman and Montana looked towards her, Montana looking confused for a moment. He paused and his face reflected shock. "…Fox?...THIS is where you've been hiding for the past YEAR?!"

"I WAS KIDNAPPED and held here against my will!" Sophia snarled. "TELL me you're wrong about Faith! PLEASE!"

"I wish I WAS." Montana spat, glaring towards Sandman and seething. "I had plans to MARRY that girl once I got out of prison!"

"Do you think I'm PROUD of this?!" Sandman yelled. "I was just doing as TOLD!"

"You was takin' orders from DOC!" Montana snarled back. "Even I wanted nothin' ta do with the creep when I first met 'im." He put a hand to his head and trembled. "But now I have ta live the rest of my life with the image of my Fay…" Montana gritted his teeth, keeping his emotions back as hard as he could. "…If I woulda known…last week was gonna be the last time I saw her alive…I woulda held her longer…I woulda made her friend Simone wait…"

"What?"

Montana gritted his teeth and glanced towards Sophia, who looked as pale as a sheet.

"…S-…Simone?" she breathed; her mouth as dry as cotton.

"…Yeah? What's it ta you Fox?" Montana grumbled. "Fay had a friend come over from Maine because they were worried 'bout her cousin who had been missin' for a ye-…" Montana paused as he pieced two and two together.

He swallowed lightly as he watched Sophia's head lower, her eyes wide in horror…

"…I'm sorry, Fox…" he mumbled, turning and heading out.

Sandman watched Montana leave…before he looked back down towards Sophia, who was crumpled on the floor, her face buried in her hands and shaking violently.

"Octopus to Sandman. Report to the control room at once." Doc's voice came over the loudspeaker.

Sandman looked upwards…before looking back down towards the crying Sophia. He breathed out and started to put a hand up…before he turned and headed the other way…leaving her to mourn all her losses…

As she sobbed, a man leaned against the wall outside the cell, adjusting his hat and smirking evilly.

"Well done, Octopus…No more shall anyone depend on their beloved heroine…" His one eye narrowed and he chuckled smoothly. "…say goodbye to the Flying Fox…"

***TL***

Dr. Octopus ran the schematics again and again…this was foolproof…AND had put in a failsafe!...

…SO WHAT WENT WRONG?!

He frowned and typed into the computer, looking over the plans that he had put on the screen, not paying attention to Vulture who was sitting across the room, arms crossed and staring at the floor.

"…Perhaps I should have recruited Electro instead of Rhino…" Doc mumbled to himself, his eyes fervently scanning the screen. "…yes…that would have been a better power flux…"

Vulture glanced towards Doc.

"…You're not going to try it again…are you Otto?"

"Of course I am." Doc replied coldly. "I have to get this right. It would have given us access to the world's power supply."

Vulture frowned, looking back towards the ground. "…what makes you think you're not going to destroy another mass of land?"

"It was a miscalculation…" Doc growled, continuing to type. "…a simple miscalculation…we'll get it right next time."

"…you've gone mad, Otto…" Vulture frowned, watching his once friend continue to type at the computer, completely ignoring the world around him.

***SR***

Sophia lay on the floor, devout of tears…spent of energy…done with the world…

She had watched the news reports so many times…All of Manhattan was gone…it looked like a war-zone with dead bodies lining the streets…even the perimeter of the city had damage and casualties.

The list of names of the deceased only kept multiplying…among the dead were her brothers…her cousin…her friends, including Faith and Lizzy…who knew how many more?

…her world was over…her life was finished…

…she would give…ANYTHING…to make Otto feel the same pain she was in right now…

"Dear sweet bat…oh how you have fallen…"

Sophia opened her eyes…and frowned, closing her eyes once again, thinking that she had been imagining the voice.

"The one you pledged your heart to is a monster."

Sophia's eyes snapped open, and she sat up, looking around her cell…but no one was there.

"…it's rather fitting isn't it? Your mother chose a monster…now you've chosen one…how sad."

Sophia frowned and looked around her room…but she still couldn't see anything. Was Otto taunting her? How did he even KNOW about her mother marrying a creep?

"Otto…I swear if you continue your taunts…" she snarled, slowly standing, but leaning against the wall for support.

"Oh no no, my dear." The voice came again. "I'm certainly no scientist. Just a local deal maker…hehehe."

Sophia paused…and slowly turned to look behind her, where a slender man with dirty blonde hair, an eyepatch, and a top hat sat on her bed. He was leaning his weight on his cane, and he had a grin on his face.

"You've had it tough, haven't you, Foxey?" he hummed, motioning towards her malnourished self. "Your husband isn't exactly the loving type is he?"

Sophia gave the man a weird look. She had all sorts of questions running around in her head. Who the heck WAS this guy? HOW did he get in here? How did he know about her Mother? Or about ANYTHING for that matter?!

After a moment, she scowled, and clenched her fists. "He is NOT…my husband…" she turned and crossed her arms, frowning. "…not willingly anyways…"

"Oh of course! Who wants to claim a creep who TRICKED them into marrying them, and then holds that over their head for his own personal gain?" The man stood from the bed and twirled his cane. "Especially when said marriage was supposed to be a joyous thing, instead of a prison? Tsk Tsk Tsk…how sad."

Sophia frowned and glared at the stranger. "Who are you…what the heck do you want from me?"

"I think the better question is, what can I give YOU?" The man tipped his hat. "Name's Bill. But you can call me Cipher."

"Ok, 'Cipher'" Sophia growled. "What can you do for me?" She pointed towards the glass door. "My ENTIRE family is DEAD. The man I pledged my heart to is a MADMAN. And there's NOTHING I can do about it!" She turned her back on Cipher, a hateful scowl on her face. "So unless you have some MAGICAL way of enabling me to put Otto to justice, then buzz off! Because all I want right now is to die!"

"Oh I don't think you want justice, Foxey." Cipher twirled his cane and slowly made his way over to Sophia, slowly draping his fingers onto her shoulders and leaned his face to her ear. "No…I think you want something much bigger than Justice…I think you crave…Revenge…"

Sophia pursed her lips…and looked away from Cipher, feeling all sorts of rage filling her heart…anger…bitterness…hatred.

Otto

She pursed her lips and gritted her teeth. "…I…don't know…" she muttered. "I…still…" She paused and broke away from Cipher, walking away from him.

"Why am I even TALKING to you?!" she snarled. "You're probably just some figment of my imagination!" She put a hand to her head and gritted her teeth. "Otto's taken so much from me…I'm hallucinating…"

"Maybe you are." Cipher purred, once again coming up from behind her, and snaking his arms around her waist, resting his chin on her shoulder, an evil grin on his face. "You still love Otto Octavius, don't you? You mourn for the scientist that your heart reached for…" His grip tightened on her, and she could FEEL negative emotions filling her.

"But this man isn't Otto, is he? Is he really?" Cipher cooed. "Think of everything you've done to try and recover Otto…Yet he never came back…did he ever love you? I don't recall him ever saying he loved you…do you?"

Sophia couldn't think straight…if this was any normal person, she'd be demanding answers from this creep…wondering how he knew this information…why he was so interested in her qualms…why he…

Her mind was fuzzy…she couldn't think…all she could do was dwell on Otto's betrayal…and his horrible crimes…and the terrifying murderer he had become…

Tears streamed down Sophia's cheeks, and she gritted her teeth tightly as anger laced with fear weaved it's way around her.

"That man never loved you…if he did, he would have fought off his inner demons…" Cipher pressed his cheek against Sophia's, whispering into her ear. "He hates you…hate him back…"

"…Otto…"

"Let hate fill your heart…let the world see what happens when a heart like yours is taken to its knees…and trampled on…" Cipher grinned. "Do you honestly still love him?...hate him…Side with me and show him what happens…when he betrays the true lady of darkness…"

He slowly offered her his hand, his eye glowing, and a blue flame dancing around his hand.

"…You want revenge…I can get it for you…and in return you're all mine…what say you little bat?...have we got a deal?"

Sophia breathed out as Cipher slowly broke away from her, and she opened her eyes, seeing the man offering his hand to her…a blue light was engulfing his hand…but she didn't pay attention to that.

All she could think about was revenge…of Otto's horrifying transformation…of his betrayal…she wanted him to suffer…she wanted him to be in pain…She…wanted…REVENGE!

"Deal."

She locked her hand with Cipher's…and suddenly let off a shrill shriek as blue flames engulfed her body.

Cipher's eye glowed and he grinned insanely. "Then RISE, Demona! Demon of HATRED AND DARKNESS! RISE AND HELP ME SPREAD MY CHAOS!"

Sophia's form was completely engulfed in blue flames, and an unholy SHRIEK came from her throat as her wings grew bigger…sharper…her ears were elongated…and seemed sharper as well…her gown was burned by flames and was replaced with a black two piece outfit with yellow trim.

On her chest was a yellow triangle with a single eye on it, signaling she now belonged to Cipher…

Her eyes slowly opened, a dark glare in her eyes, while Cipher's laugh echoed in the halls.