A/N: Hello, friends, and welcome to Chapter Three! See. I promised. Updates faster. Anyway, hope you guys enjoy, and please don't hesitate to read and review!

Disclaimer: All characters owned by Marvel.

Chapter Three

"Of course his mind looks like this," Doctor Strange said.

Stretched out before his eyes, Strange saw nigh-infinite strands of a giant web, crisscrossing and interlocking, spiders of thought moving along the lengths of the threads. A new line appeared over his shoulder, and Strange turned to follow the spider that crawled past him. The web attached to the knob on a wooden door, which Strange knew was his exit from Peter's consciousness. Unlike a telepath, who could enter and exit another person's mind at will, Strange was forced to use his magic to create cues that would tether his astral form to the real world.

Turning back to the massive web before him, Strange stepped down into the stream of consciousness, following the cords toward their epicenter. He took deliberate steps, careful not to disturb the strands that were now all around him. Ducking underneath a heavier thread, Strange turned a corner, and found himself face-to-face with the center of the web.

Which sat empty, the cobwebs flowing free in a mental breeze.

"Well, that's not right," Strange said.

He found himself falling backward, something pulling on the end of his coat, and he tumbled into the shadows behind several thick web-lines. Strange fell hard on his back, hands gripping his lapels, pulling his face up to stare into ghostly translucent and frantic eyes.

"What are you?" Peter asked, his brow furrowed, a right fist cocked back. "Are you just taunting me now?"

Strange raised his hands, palms forward. "Peter, it's me!" he said. "Stephen Strange!"

Peter didn't lower his arm, but his brows went from furrowed to upturned. "Why should I believe you?"

"Carol sent me," Strange said, swallowing hard, his eyes focused on Peter's fist.

His fist dropped, grabbed Strange's other lapel and lifted him off the floor. "Don't you mention her name to me, filth," he said through his teeth.

"I'm telling you the truth," Strange said. "Peter, I promise you, it's me. Doctor Strange."

"Prove it," Peter said, his eyes boring into Strange's forehead.

Strange swallowed again. "Carol told me your hand stuck to hers," he said. "When she came to see you. A few hours ago."

Peter stood Strange back on his feet, then dropped to the ground himself, his knuckles whitened around the hem of Strange's coat. The doctor reached his hand out and gripped Peter's shoulder. "Peter," he said, "What happened to you?"

"Get down," Peter said, pulling harder on Strange's clothes. "You can't let him see you."

"Who, Peter?" Strange asked, kneeling down.

Peter grabbed the sides of Strange's head, the heels of his hands pressing down the whitened hair of the sorcerer's temples. "Doc," he said. "You're the only hope I've had in five months. You can't let him find you." Peter's head snapped back and forth, scanning the web around them. "You've got to get out of here, tell them what's happened to me."

Strange grabbed Peter's wrists and pulled them down. "What has happened to you, Peter?" he asked. "Who else is here?"

"Otto Octavius," Peter said. "Doctor Octopus."

"I thought he died in prison," Strange said.

Peter shook his head so hard Strange was afraid his neck would snap. "No," Peter said. "He used some kind of machine, swapped bodies with me. I died in prison, while he's been running around calling himself Spider-Man." Strange sat on the floor, crossing his legs. "He found me in here once already. Thought he'd purged me, but some part of me survived, hiding in his memories, trekking through his life."

Strange ran his palm over his face. "Peter, that's…"

"Crazy, I know," he said. "But it's true." Peter grabbed Strange's arm and pulled him back toward the wooden door. "Listen, you've got to get out of here. I need you to get back and tell everyone so they can find some way to get Ock out of my head."

"What about you?" Strange asked.

"I'll be okay for now," Peter said. "Ock doesn't know I'm still here, and as long as…"

Peter was silenced as threads of the web around him began to cinch around his limbs, wrap around his head and mouth, and pull him toward their empty center. Strange watched in horror as Peter's blue spectral form was cocooned into the web, his extremities vanished behind the gossamer wrappings. "Incorrect," said a voice from behind Strange. The sorcerer turned to see another Peter standing before him, wearing the Spider-Man costume he'd seen on the news for the past few weeks; shoulders and head covered in a darker shade of red, with an asymmetrical web design and a protruding spider emblem on the back. "Well, I suppose to be fair to you, Parker, you were partially right. I was unaware of your presence. The good doctor, on the other hand…" The Spider-Man reached up and thrummed a finger on the strand attached to the wooden door's handle. "I knew he was here from the moment he arrived."

Octavius stepped toward them, and the web shifted around him, preventing him from having to duck between or move around the threads. Unlike Peter and Strange's translucent blue forms, "Spider-Man" was opaque, and in living color. "I knew all I needed to do was watch you, sorcerer, and Parker would find you." He walked up to Peter and patted his captive's cheek twice with his open palm. "I suspected you were still in here somewhere, especially after that stunt with Danvers."

At the mention of Carol's name, Peter screamed into the webbing around his mouth and struggled against the strands holding him at bay. Strange looked into his eyes and saw rage there, a mindless fury that was nothing less than the desire to rend and tear. Octavius grabbed Peter by the chin and pushed his head further into the web. "What's the matter, Parker?" he asked, hissing the words through grinding teeth. "No jokes? Not quite as funny when you're on the receiving end, is it?"

Tossing Peter back, Octavius turned back to Strange. "Now, as for you," he said. "I'm afraid there's only room for one doctor here."

The spider emblem on his back opened, and four mechanical arms extended from it, raising Octavius off the ground. "You may be surprised to learn, Sorcerer Supreme, that I am aware of the limitations of your astral form," Octavius said. "You are powerless!"

One of the arms stabbed at Strange, who ducked underneath it and delivered a quick right hook to Octavius's jaw. "No," he said. "I am unable to summon the mystic elements."

Octavius howled, striking out with the two arms not holding him aloft. Strange dove away from him, leaping over several thick strands of webbing. The threads shot up, trying to entangle him, but the sorcerer moved too fast for them. Octavius followed, and Strange heard the metallic whirring as he activated the web shooters on his arms.

Strange looked past the webs to the wooden door that was growing more obscured by the spiders crossing its surface.

Mechanical limbs slammed the ground around him, forcing Strange to roll out of their path. Octavius attempted to web him down, but missed, and Strange stood, landing an uppercut on Octavius's chin. Reeling, Octavius would have fallen, but his mechanical arms held him aloft.

Before Strange could react, Octavius bore down on him, grabbing his ankles with his mechanical arms and lifting him off the ground. Two web lines fired from Octavius's web shooters bound Strange's wrists and ankles, and the mechanical limbs lifted him so they were face-to-face. "Imbecile," Octavius said, "You thought you could come here, to my mindscape, and what? Escape me? Learn the truth and warn the Avengers, so they could find some way to save their friend?"

The arms lowered the two of them to the ground, so Octavius was standing with his own legs again. The bottom right arm snaked its way around his torso, hovering over Strange's heart. "I'm afraid that if I kill you, your astral form will simply return to your body," Octavius said. The arm moved away from Strange's chest, instead gripping Strange's collar. "But if I keep you here," Octavius continued, hurling Strange into the center of the web, next to Peter, "It will buy me time. Enough time, at least, to reach my neurolitic scanner on Spider-Island to purge this loathsome remnant from my mind."

As Octavius backed away, and the web closed around him, shrouding him in the dark, Strange looked to Peter. "I'm sorry," he said. "We should've known, all of us, we should've seen."

Just before he disappeared, Octavius turned back around. "Oh, and I want you to know that I'll be sure to take care of Ms. Danvers," he said, "For ruining this perfect plan of mine."

Peter's hands clenched, pulling taut the threads holding him in place, and in a single action of muscle and sinew that was visible to Strange even through their translucent forms, ripped free of the web and fell onto his enemy's back. "You just had to have that last word, didn't you Otto?" His fist flew down onto Octavius's head, just behind the temple. Octavius fell, but his mechanical arms whipped out like snakes, protecting their master. Peter dropped back in front of Strange, and bent down into a crouched fighting stance. The arms snapped forward, but Peter leapt to the side, and they severed the webs holding Strange in place.

"Foolish boy!" Octavius screamed, holding the side of his head. He regained his feet with some effort, turning with wild eyes to the web's torn center behind him. Strange had ducked behind another thick strand of web, but Peter was nowhere to be seen. "You think you can hide from me? Here? This is my mind, now, Parker. My body. And you will not take it from me!"

A shot of webbing struck Octavius's eyes, and he reeled, pulling at it with his hands. He took an off-balance step backward before being struck in the face by a blue blur. Octavius fell to the ground again, and pulled the webbing free of his eyes only to see the Amazing Spider-Man looming over him, fists at the ready, pulled so tightly the whitened knuckles could be seen through the mental fabric. "No," Spider-Man said. "This is my mind, Otto. This is my body." Peter reached down and lifted Octavius up by his shirt. "And I will end the both of us before I let you harm someone I care for."

The end of a mechanical arm clamped around Peter's throat and slammed him to the ground. "You arrogant child," Octavius said, stepping over to Peter. "How dare you think to threaten me?" The arm smashed Peter's face into the ground, and as it pulled him back up, Octavius brought his foot down on the back of Peter's skull, sending it crashing back down. "I am your superior in every way." Octavius continued stomping on Peter's head with every few words. "I am smarter than you could ever imagine being." Knowing that there were no bones to break, nor any way to end Peter's life in this fight only fueled Octavius's fury, increasing the fervor of his attacks.

"I beat you," he said, stepping away from Peter's limp form. "When no one else could, I defeated you." The metal arms reached down and closed around Peter's wrists and ankles, raising him to eye-level with their master. "You tried this once before, Parker, and you failed. You challenged me, tried to take this body back by force, and you were stronger then." Octavius stepped forward, his hand gripping the underside of Peter's neck and lifting the chin. "What made you think the outcome would change? What made you believe you could defeat me?"

Through tears in the mask, Octavius saw Peter smile. "I didn't," he said. "But then again, I didn't have to."

Octavius turned around as he heard the creak of the wooden door opening. Strange stood next to the vacant entryway, the thought-spiders that had been guarding it all vanished. "Strange!" he shouted.

"Go, Doc!" Peter screamed.

As Strange stepped through the door, he saw the mechanical arms lash out and try to grab him, but his astral form had already passed over the threshold, severing his tie with Peter's consciousness. As the view of the web faded before his eyes, Strange could see Peter was shouting as Octavius dragged him back toward the center of the web. He couldn't hear the words, but he could read Peter's lips. "Spider-Island," he was saying. "Head for Spider-Island. You've got to cut him off." The world began to flash white as Strange's astral form was pulled back to his physical body. "Tell Carol, I…" Peter started, but the image faded, the all-encompassing brightness blinding the sorcerer's eyes just before…

"Doc?" Strange heard. His eyes fluttered open to see Carol leaning down next to him, her hand on his shoulder. He pushed himself up, using Carol's hand for leverage as he tried to stand.

"How long was I gone?" he asked.

"Maybe twenty minutes?" Carol said. "Not long."

Strange rubbed at his eyes, trying to focus. "We must move quickly," he said. "We haven't much time."

Carol grabbed his arm as he tried to walk past. "Stephen," she said. "What happened? What did you see?"

Strange paused to take a breath. "Octavius," he said. "Peter has been taken by Doctor Octopus."

Carol shook her head. "But he's dead," she said.

"He used some kind of machine to swap bodies with Peter just before his death," Strange said. "He's been in control for the past few months."

Carol's hand dropped from Strange's arm, and she took a step backward. "Does that mean Peter's…"

Strange gripped her shoulders. "No," he said. "There is still hope. But we must go, now, before it's too late." He walked past her and picked his coat up from the couch's armrest, then threw it over his shoulders. "Octavius is aware a remnant of Peter's mind is still present. He intends to use another device to purge this remnant permanently."

White-hot steam burned out of Carol's eyes, and she stepped forward, nose to nose with Strange. "Where?" she asked, her voice animalistic, a lion before a pounce.

"Spider-Island," Strange said. "Former site of the Raft. Mayor Jameson gave the land to Spider-Man after…"

"Doesn't matter," she said. Glowing rings appeared around Carol's body, and her Captain Marvel uniform replaced her clothes. "Assemble the Avengers, and I mean all of them, call the F.F., and I don't care what the hell Logan did to piss off Emma Frost, bring the X-Men. Call in every favor Peter Parker has ever earned."

The arch-covered window exploded outward, the yellow beam of energy from Carol's fist shooting high into the night. "We're getting him back."