Peter dodged side-to-side multiple times as Octavius' tentacles attacked relentlessly. There was a fire that burned wildly in his eyes then, and he seemed to have forgotten, momentarily at least, about the man who now fled the scene behind the two combatants—Norman Osborn.

"Jump around all you want," Octavius snarled. "I will squash you like a bug!"

Peter chuckled, as he easily dodged an overhead swing by one of Octavius' long, metallic tentacles. "You'll have to catch me first."


Osborn seized the opportunity, made available by Spider-Man's distraction, and made a mad dash off of the stage. His goal was to get as far away from the two characters battling each other at the center of it as he possibly could.

The two combatants danced together, almost rhythmically, across the large staging area. Small fires that had sprung up as a result of the Octobots' spree of terror littered the grounds around them. Octavius, at one point, began throwing random objects at Peter, and Peter had to dodge them as well as intended blows from the metallic arms that continuously surged towards him.


"Not so easy now, is it!" Octavius said, with a hideous laugh as he continued to advance towards Peter.

"You kidding? I could do this with my eyes closed." Peter quipped, as he dodged quickly to one side to avoid being hit by an oncoming piece of debris thrown by Octavius. "I mean, this is actually kind of-" He never got to finish his sentence. Octavius surprised him with an underhanded, sneak attack from the opposite within just a few seconds of Peter's original dodge maneuver.

"Ooomph." Peter grunted as the metallic extension slammed hard into his side felling him to the ground. Peter lay dazed for several seconds, but then finally began to stir once more.

A sinister sneer crossed Octavius' face as he stood over the fallen hero. "How the mighty have fallen." He said with a low chuckle.

Peter groaned as he began to pull himself up onto his knees. "That was a cheap shot." He groaned, and then gave a slight shake of his head.


Gwen had managed, with some help from a couple of security guards, to get the main entrance gates opened once again. People then began to exit as quickly as they possibly could, and in the meantime Gwen backtracked through the crowds in search of Peter.

She finally reached a clear spot, and just across the grounds she spotted Octavius looming over a dazed Peter. She panicked, worried for her boyfriend's safety, and began to search for a way to help him.


Octavius grabbed Peter by the back of his costume, with a single tentacle, and lifted him into the air.

"Whooaaa." Peter groaned as he felt himself lifted into the air.

The tentacle let go after a second or two, but before Peter could fall too far the other tentacle shot out and seized him by the throat. It held him up in midair, dangling helplessly before the strange man.

Peter struggled in Octavius' grasp, but found that the tentacle was too strong for him to break free on his own. "You know, you could make a fortune on the freak show circuit." Peter quipped, his voice strained by the pressure being exerted on his throat.

"Name calling," Octavius scoffed. "How juvenile."

"Hey, the truth hurts. That's no reason to hate." Peter remarked smartly.

Octavius pulled Peter closer to him. "I warned you to stay out of my way, webslinger. Unfortunately, you did not heed that warning, and because of you he has escaped." His grip around Peter's throat tightened considerably. "Now, I don't give second chances." He added.

Peter could feel himself quickly beginning to lose consciousness in the strange man's grasp. Just then, however, a large expensive looking vase smashed hard against Octavius' face and his grip around Peter's neck failed.

"Let him go!" a familiar voice shouted. It was Gwen.

Peter fell to his knees upon the ground, and immediately began to cough and sputter as he sucked in several good breaths of air.

Octavius shook off the brief daze, and then lifted his eyes toward Gwen, who had already begun to take several steps backwards. Octavius uttered a low growl at her. "You're going to regret that." He growled in a low voice.

Gwen backed away, stumbling as she went, but didn't get very far. "P-Peter," she stammered, her eyes never once leaving the looming, tentacled figure that glared down at her.

Peter shook his head again. The haze had lifted, but he was still collecting himself. Then his spider sense seemed to go completely nuts. He looked up just in time to see Octavius lifting a long, metallic tentacle into the air. Then his eyes caught sight of Gwen just several feet away.

"NO!" Peter yelled, as he scrambled to his feet. He knew what was going to happen next, and he was bound and determined to prevent it from coming to pass. "Gwen!" Peter lunged through the air, and hurled himself directly between the tentacle and Gwen.


Gwen gasped, horrified by what she saw. She watched as Peter took the full force of Octavius' attack head on. Peter was sent sprawling across the grounds into a table, which then collapsed beneath his weight. "Peter!" Gwen dashed across the grounds towards the unmoving body of her boyfriend.

She reached his side, and dropped to her knees next to him. She pushed several big pieces of debris aside, and then she pulled Peter closer, letting his head and shoulders rest against her lap.

"Peter, say something." She begged, her eyes moistened as she spoke. "Peter. Please." She continued as she quickly removed his mask. She checked for a pulse, and fortunately, she found one. He began to stir after a few seconds of being unconscious. His head moved slowly from side to side, and his eyes opened only slightly.

"G-Gwen…"

"Shhhh, don't talk." Gwen whispered soothingly. "Save your strength, you're hurt."


Across the way, Octavius stood rooted to the spot. His eyes trained on the downed hero. His whole outward demeanor seemed to change almost instantly—as if he'd suddenly regained some shred of his former sanity. His anger all but forgotten, he watched young Gwen tend to Peter in the most caring of manners.

"He's just a kid." Octavius seemed to whisper to no one in particular. "No, he's just a…a kid." His voice rose just a couple of octaves, and his tone was one that sounded upset. It was as if someone or something had whispered into his ear, and tried to prod him forward.

He shook his head openly. "No, no this isn't right. We shouldn't be here!"

Gwen looked up at Octavius then, her red, moist eyes filled with anger towards the man who had harmed her boyfriend. Her utter disdain for him more than crystal clear as they stared into each other's eyes for the longest time.

Suddenly police sirens were heard overhead as dozens of patrol cars surrounded the estate. A police chopper could also be seen flying in, low, from the east.

A certain sadness fell over the strange man, and in his eyes hung a hundred long forgotten memories of the life he'd once lived. "I'm sorry…I didn't know." He whispered, as if he were right next to Gwen and Peter.

Then a spotlight from the police chopper fell across the spot where he stood, and drew his attention towards the sky. "You there! This is the police, throw down your weapons immediately!" a voice called down through a megaphone from inside the chopper.

Octavius knew he must escape. In his mind there was simply no way on earth that anyone, especially the police, would or could ever understand what he was or why.

He spun on his lower tentacles, and raced across the grounds. The chopper's spotlight followed him the whole way, even after he'd scaled the high, hedge wall and disappeared into the busy city streets beyond.

…TBC…