Hello, friends, and welcome to Chapter Ten! Things are really heating up here! I hope you guys enjoy this chapter, and as always, please read and review! I greatly appreciate it!

Disclaimer: All characters owned by Marvel.

Chapter Ten

His mask was missing. As Peter's eyes still hadn't adjusted to the darkness, a quick movement of his facial muscles—wrinkling his nose, squinting his eyes to move his cheeks—showed him the absence of the slight itch of the skintight fabric. One thing he was certain of, however, was that it was his own face looking up at him from the floor. The first time it had happened, with Ben Reilly, he couldn't be sure; after all, there was that theory that a person's perception of themselves and the reality of their appearance were so different that they would never recognize a clone in person. At this point, after knowing Ben and, more recently, Kaine, Peter knew his own face like… well, like his own face.

Peter looked down as much as he could, trying to see what was holding him. Some kind of machine covered his entire body, save for his head, neck, and a small section of his chest. His arms were pinned down by his sides, and he shifted his weight, trying to push against his binds, but there was no give for his muscles to gain any leverage.

"About twenty tons, if I'm not mistaken? Pushing it to twenty-two or twenty-three with adrenaline?"

Hearing his own voice with that cold, lifeless tone was certainly unnerving. Neither Ben nor Kaine had ever been like that. Ben had been just like him, mannerisms, bad humor and all. And Kaine had just been angry and shouting all the time, at least until they'd cured his cellular degeneration. Then he sounded like a gruffer, moodier Peter. Like Logan, but with jokes.

"I'm guessing there are cameras in here? Sharing my face with the world?" he asked.

Octavius grinned, looked down at the floor and shook his head. "No, no, Peter. No cameras. No microphones. I respect you too much to do that to you."

Peter scoffed. "Respect? I doubt you know what that means, Otto."

"I've always held you in high esteem as an adversary, Peter," Octavius said. "The many plans I developed were attempts at one-upmanship, to prove that I could best you."

He approached the machine holding Peter in place, and stepped up so that they were eye level. "But now I've been inside you," he said, brushing his middle finger through Peter's sweaty bangs, tapping against Peter's forehead. "I know you. And I can respect you as a man."

A sharp breath pulled through Peter's nose as he turned his head, all that he could manage with Octavius's machine binding him as it was. For his part, Octavius stepped back down, walking back into the darkness. Peter saw on his back the apparatus that housed the four mechanical spider arms Octavius had used toward the end of his Spider-Man tenure. "To be sure, I don't agree with you," Octavius continued. "But I understand your motivations and can respect your decisions." He walked into the darkness, and a few moments later emerged with his black-lensed Spider-Man mask on. In his hands he held Peter's mask, the brighter shade standing out against Octavius's bloody crimson.

"You cloned me," Peter said.

"Of course," Octavius replied. "If a simpleton like Miles Warren could figure it out, why wouldn't I?"

Peter shook his head. "But why? Why be me? Anything you accomplish or achieve won't be yours, Otto. They'll think Peter Parker did it."

Octavius stepped back onto the machine and slid Peter's mask back on, stopping before it covered his entire face. "I have no interest in being Peter Parker," he said. "This is about Spider-Man. Just as it's always been."

He cupped Peter's neck in his hands, his thumbs pushing against the sharp turn of Peter's jaw. "I'm going to destroy you, my boy," he said. "I'm going to break you down to your foundations, pull you up from the roots and salt the earth beneath you."

Peter gave a slight smirk. "You're mixing your metaphors."

Octavius slipped Peter's mask all the way down. "I know," he said. "You've heard this drivel so often, from myself included, that the threats just roll off you now."

He stepped away from Peter's mechanical prison and began to back out of the room. "But you forget, I know everything now, Peter. I know where you're weakest, most vulnerable. I know what will hurt you the most."

Octavius dashed forward with a grace that Peter could only recognize in himself, and powerful fingers gripped him about the throat. "I'm going to make my way to Boston first, start at the beginning. May's so fragile, her bones will go like matchsticks. All two hundred sixteen of them. Skull last, of course."

His thumb flicked up and over Peter's mouth, and it was all he could do not to try to bite straight through it, mask included. "I think… Mary Jane will be next. Yes. I remember her. I might meet her in that club of hers, take the opportunity to experience her firsthand before I hang her from the rafters."

Four mechanical arms shot out the device on Octavius's back, snapping in front of Peter's face like vipers. "I'm not stopping there, oh no. I'm going to burn down what's left of the Daily Bugle. What do they call themselves now? The Fact Channel? Yes… that's right. I'll trap them all in the building with webs and burn it to the ground. Then I'll do the same to Parker Industries. Technically I started it, yes, but most of your coworkers from Horizon have moved there. And I know, Anna Maria's there, but, well… I think I got everything I needed out of her."

He slammed Peter's head against the back of the machine, and the ringing sloshed Peter's thoughts about like they were ice in a half full pitcher. "The Avengers come next. It will take some effort, of course, but with the team I've gathered and the power at my disposal, they'll fall eventually."

Octavius leaned forward, nose to nose with Peter now. "I'll save Carol for last. For forcing me to this point. I'll drain the Vita Rays from her body, undo all the work you put into saving her, and let you watch as her body destroys itself."

Peter snapped his head forward, and would've cracked Octavius in the nose had the other man's Spider-Sense not warned him. Octavius stepped away, the arms disappearing into the device on his back.

As Octavius continued to back into the darkness, Peter couldn't help himself; he laughed, softly at first, then louder, capping off with almost maniacal glee. "Go ahead," he said, sniffing in a breath to calm himself. "None of it matters. You're not him. Otto Octavius is dead and gone. You're just some Frankensteined copy, thrown together in a mad second-hand last-ditch effort."

Just before opening the door, Octavius said, "You'd like to think that, wouldn't you?"

XXXXXX

Three weeks.

Peter had been missing for three weeks, and they'd had not a single clue as to where he'd been taken.

Carol was ready to tear up the streets on the third day.

She hit the bag again, trying to center her thoughts. According to Reed, routine physical tasks freed the cognitive portion of the brain for more critical thinking. So she hit it again. And again.

The Avengers had looked over what security footage they could find, but Electro had shorted the cameras before they moved Peter off the street. They could see Rhino and Electro, as well as a woman standing next to them, but just after Spider-Man fell, Electro moved his wrist, and the footage went static.

Her fists moved faster. The bag swung back and forth, and she popped it away each time it came close. It was leaking small granules onto the floor, and she could see the seams stretching and snapping around the chain; she would need to replace the bag again soon.

They'd poured over the crime scene with all the forensic technology they could bring to bear; Reed had shown up with some device he'd designed to track specific electromagnetic signatures, but without a sample of Electro's frequency, he was just a needle amongst thousands of other needles.

The bag ripped free of the chain, flew into the wall and exploded. Concrete dust burst into the air, and the remains of the solid block that had been in the bag fell to the ground. Sharp, jagged edges shot up from the floor. They reminded Carol of the shrapnel that had sent Peter into a brief coma after he saved her life. She stomped them into powder before hanging a fifth bag from the ceiling.

With Peter now the CEO of a major corporation, the news noticed that he hadn't been seen around the office, or anywhere else. Anna Maria Marconi tried to cover, saying he was on an extended research trip, but the press was starting to become suspicious.

Tony had had the audacity to try to tell her to stay in the tower. "You're too close to this, Carol," he'd said. "We're on it, I promise you. We're going to find him."

He'd neglected to say how, or where they were looking. What their plan was, or how long it might take.

Carol was not satisfied with this. But without any kind of lead, she had no way to move forward.

So she punched.

Harder.

And faster.

And her mind kept going back to the note he'd left, the one that was folded into one of the pouches on her belt.

How he'd said he wasn't the man she needed.

Well, he was damn right. He wasn't the man she needed.

But for God's sake, he was the man she wanted.

And he was gone. Taken from her, for far longer than any logic would say he could still be alive.

Carol punched again, and the concrete-filled bag screamed through the air and caved in the back wall.

She wanted to be breathing heavily, to be winded. She wanted the pressure she felt on her mind to be shifted to her body. Instead she just felt angrier. Mostly because she was no closer to a solution.

"Captain," she heard from the doorway.

"You don't call me that," she replied, turning around.

Steve stepped into the room, uncrossing his arms from the front of his chest. "You've taken the title, might as well put it to use. Or would you prefer "No Load Nugget?"

Carol laughed. "That's rich, coming from a guy who had to be given a Super-Soldier Serum just so he could dance in a chorus line."

Cap gave her a smile, and clapped her on the shoulder. "If you wanted a sparring partner, you just needed to ask."

She shook her head, then looked at the hole in the wall. "I'm getting a little rough today."

"So I won't let you hit me," he said, walking over to the wall and picking up two pairs of gloves and pads. He handed her a set, then started strapping on his own. "You're still worried."

"Of course I'm still worried," she said, sitting down on the bench next to them. "It's been three weeks, Steve. We're no closer to finding him than we were the day he was taken. I don't even know what the hell they've been doing this whole time."

Steve sat down next to her. "Tony's been looking into the helmet, since we know that's the last thing Peter was doing before he left."

Carol snapped off the bench. "That should've been our first move after we lost Electro and Rhino!" she shouted.

"It was," Steve replied, his voice low, soothing. "Peter had inside knowledge into accessing that device. Tony's been trying to crack it from scratch."

There was a silence between them for a moment. "So they think Octavius is alive?"

Steve shook his head. "I don't know. It's the only thing that makes sense to me, but the scientists don't agree. Tony and Reed seem to think it might've been a trap Peter's other adversaries set for him."

Carol wanted another bag to punch. She knew that was wrong. They'd seen too many people come back from beyond the grave to just discount the possibility. Just having Strange's assurances that Octavius was dead didn't feel good enough. But she didn't know what else to do about it.

"Don't worry, Carol," Steve said. "One of them will slip up soon. And Peter's resilient."

She gave him a glance before turning away. "I can't do it, Steve. I can't just keep sitting around this damn tower waiting for something to happen."

"Then don't," he said. "Tony can say you're too close all he wants, but in my experience, being close to something is never a detriment. Get out there and do something."

Steve stood, the gripped Carol on the shoulder. "You can bet your ass that's where I'm going to be."

"Thanks, Steve," she said.

They headed toward the door. "You want to go together?" he asked.

Carol gave him a slight smile as brightness erupted around her. "Sorry, Cap," she said, her Captain Marvel suit forming from the light. "But I'll move faster on my own."

XXXXXX

Seven hours.

Carol sat on the edge of an eagle at the top of the Chrysler Building. It was somewhere she'd seen Peter sit before, in one of the pictures he'd taken of himself for the Daily Bugle. A thunderstorm was rolling in, the dark clouds casting the glass and steel beneath her in dismal blacks and grays. She could see the line of falling water as it approached the city, sending thousands of ripples through the river.

Maybe this is why Tony told me to stay home.

She was at a loss. She'd flown around the city, visited several of their more streetwise friends (Daredevil had barely slept, passing over his usual routes in one of Peter's spare costumes), smacked down a couple of bad guys… and come away with absolutely nothing.

Now she was looking out at the city, Peter's note squeezed into her palm, and realizing that it was so dense, so vast, that he could literally be anywhere, that he might not even be in the country anymore or even on the planet…

The flash of lightning and booming peel of thunder derailed Carol's train of thought, and startled her enough to snap her eyes up from the crushed paper in her hand. She looked to her left, further inland, where the lightning had struck.

The storm's getting worse. I should probably get back… wait.

Her eyes trailed upward, where she saw that the thunderheads had not yet reached that far into the island. She shot into the air, flying low, scanning the streets below her.

It can't be.

Another flash of lightning exploded from an alley two blocks to her left, and she cut the sky darting between the buildings to reach it.

"Damn thunderstorms, always mess with my equilibrium," she heard a man's voice from the ground.

Son of a bitch.

Carol floated over the alley and saw Electro sitting on a stoop, steam rolling off the plastic poncho he wore. He shook his fingers, little sparks of static shooting off the tips.

She knew there was a procedure. Arrest him, read him his rights, take him to S.H.I.E.L.D.

But he knew where Peter was. He'd taken Peter, hurt Peter, probably tortured Peter with that electricity, Peter could be dead and it was all his fault…

Carol screamed into the night and slammed onto the stoop where Electro had been only a split-second before. The concrete steps exploded with her impact, stones shooting out in all directions, shattering windows and embedding themselves in the surrounding buildings.

"Dammit!" Carol shouted. She circled around, certain Electro must have heard her coming and assumed an energy form to escape. She sniffed the air, searching as best she could for the smell of burnt ozone. Taking to the sky again, she scanned the street, looking for any sign of him.

Rain started to fall overhead, and Carol cursed. The downpour would just obscure her vision further.

Except it hit the streets too. And one of the people running down there started sparking when the droplets struck his skin.

Another boom of thunder rang through the sky, though this one had no accompanying lightning. Carol streaked toward her target, in her mind a missile fired from her old F-16. Just before she made impact Electro morphed again, though she saw him this time and corrected her course to keep him in sight. As she came down, the people on the street scattered, the image of the main road clearing for an old Western showdown not lost on her.

As soon as Electro resumed a human form, she fired a photon blast at him. He jumped behind a car, and she heard him swear. "Electro!" she called. "You know what I want! You come quietly and I only hurt you a little bit!"

The air around her grew tense; she could smell it burning. He erupted from the behind the vehicle, glowing blue and sparking, street lights exploding with each step.

"You wanna go, bitch? Let's go!"

He flew toward Carol, electricity coursing around his fingers like Tesla coils. He tried to grab her head, but she moved, and he launched a bolt of lightning at her.

The energy struck her full in the chest. "Yeah! How'd you like that, honey? I'ma smoke you like a honey baked ham!"

Carol simply breathed in through her nose, let her eyes burn white for second. "Where. Is. Spider-Man?" she asked.

Electro's face drained instantly. Rather than be called a stubborn ox, fighting a losing battle, he turned tail and ran as fast as the energy would take him.

It wasn't enough.

Not nearly.

Carol caught him halfway down the island, wrapped her arms around his body and started absorbing everything she could. She slammed him into a taxi, through the taxi, and into the street.

When the dust, fire and smoke cleared, Max Dillon laid in a crater, his body withered, eyes sunken in. Carol loomed over him, her body flaring with white energy, each step she took toward him sending static shockwaves over the street.

"Jeez… lady, calm down," he pleaded, his hand outstretched in a feeble attempt to ward her off.

"Lady"… Peter calls me "Lady."

Carol reached out, entwined her fingers around his. Felt bone and blood and sinew. And squeezed.

The crunch was satisfying.

The scream was better.

When she spoke, her voice was static, power unconstrained bursting from her throat.

"Where is he?!"