Hello, friends, and welcome to Chapter Eight! I apologize for the slow updates, at least compared to my last story, but I started a new job that I really love and it takes up quite a bit of my time. Anyway, I hope you enjoy this next chapter! Please read and review, I would greatly appreciate it, and as always, thanks for reading!

Disclaimer: All characters owned by Marvel.

Chapter Eight

Carol didn't so much land on the balcony at Avengers' Tower as fall on it. Her feet touched down on glass and steel, but her legs, powerful enough to punt the Colossus to Mars, didn't have the strength to hold her. She dropped to her knees, her hands shaking. She lifted them to her face, forming fists, then raised one to punch the wall before realizing Tony probably wouldn't appreciate her smashing his balcony. Instead she ran them through her hair, once, twice; everything beneath her skin itched. She felt like she couldn't move enough, and at the same time like she wanted to be statue still for the rest of her life.

Leaning her back against the wall, Carol looked up at the stars, wondering if she ever should've left them. She dismissed it, knowing she'd done the right thing for Peter; he deserved to be freed from Octavius's influence. But her heart broke for what he was going through now. Tears streamed down her face as she thought about what he was experiencing: so many memories, intimate memories, flashing before his eyes as diseased husks of what they once were.

She picked herself up, wiping the tears off her cheeks, and headed into the building. The silence seemed to pour over her, and each step felt more sluggish than the last. Whiskey from his breath still lingered in her nostrils, and she could almost see the tiny molecules of alcohol clinging to the hairs there, trying to comfort her, to remind her how well they would wash the pain away.

God, how she needed them.

Carol Danvers was not a woman to be slave to anyone, but when everything in her life had gone sideways, she'd been enticed by the bottle. Lost her powers and memories to Rogue, gotten them back thanks to Professor Xavier, but no emotional connection to them. Court-martialed by the Avengers, abandoned by the X-Men who'd become her friends, discarded by her family long before: only the bottle remained. Only the bottle told her it would all be alright.

"I've never seen someone with liver damage this bad," her doctor had said. "I imagine the only reason your still alive is your alien physiology. But listen to me. If you have another drink, it will kill you."

The whiskey keened at her, reminded her where Logan kept his beer. "We're too strong," it said. "But a beer's probably fine, it's only five percent or something."

She needed help. And she knew just where to get it.

The door to the workshop nearly flew off the hinges when she pushed it. "Tony!" she called.

He was sitting at one of his tables, an arc welder in his hand, repairing a gash in one of his old suits. "Hey, Carol," he said, putting the tool down and lifting his mask. "How'd you know I'd be in here?"

"It's four in the morning, Tony, you're always in here," she replied, dropping into a stool next to him.

He turned around to look in her face, and she saw his eyebrows knit together. "Everything okay?" he asked.

She wondered what she must look like to garner that reaction, and it granted her the briefest of smiles before the tears came. She knew that she wasn't like this, that this wasn't her, but it just felt so good to let it all out that she didn't want to stop.

Tony rolled his stool over to her side and put his arm over her shoulders. And he said not a word as she told him everything that happened. What Strange had told her about Peter, that Peter had heard it all. That she'd gone to his apartment and found him drinking. That he'd asked her to leave.

When she'd finished, Tony gave her shoulder a squeeze, then stood. "Well, you know what I like to do in these situations?" he asked.

Carol raised her head and sniffed, goop rolling back into her nose. "What?" she said.

He'd stepped over to a fridge in the corner. "Have a drink," he said.

"What? Tony," Carol said, standing and backing a few steps toward the door. "You know I can't…"

"Huh? Oh, not that, duh," he said. He opened the fridge and pulled out two bottled waters. "This. To remind us that we're always better than our addictions."

He tossed her the bottle and she caught it, noticing the Avengers logo emblazoned on the wrapping. "And this?" she said, holding it up for his inspection.

"To remind us that we're Avengers, and we never lose," he said, sitting back on his stool. "Even to ourselves."

Carol sat down next to him, smiling, and cracked open her bottle. "Thanks," she said, tapping his bottle with hers.

"Anytime, Cheeseburger," he said.

They sat in silence for a few moments, and Carol drank her water, letting the fluid flow down her throat. No bite. No horrid aftertaste. No twinge of regret.

"So Peter just asked you go, huh?" Tony asked. "Does that mean you're through?"

There it was. Hadn't come from the drink, but it was there all the same.

"I don't know, Tony," Carol said. "He's so messed up right now, I just don't know."

"What do you think?"

She paused for a moment. "I think he blames himself for everything that happened with Octavius," she said. "I think he feels alone. I think he feels useless… no, worse than useless. I think he feels like a detriment, like a weight holding the rest of us down."

Her eyes burned with tears again. "I think he feels like he's not good enough."

Tony sighed. "Well, I'm sure he'll come around. He always does, eventually."

Carol shook her head. "This is different, Tony. I've been where he is. He's shattered, completely. I saw it in his eyes. There was nothing there but sadness. It took me almost killing myself with alcohol to find my way back from it. God knows what it's going to do to him."

"That doesn't mean that there isn't some room for happiness," Tony said.

"Maybe," Carol replied.

"For everyone."

Carol turned to look at Tony. She hadn't noticed how close he'd gotten, how much he was leaning in toward her. His face was inches from hers, his eyebrows upturned. He seemed sincere in his concern for Peter, but she knew what this was. She'd been here before too.

"Tony," she said. "What are you doing?"

"We're just talking, Carol," he said. "I just want to get a sense of how I can best help Peter out."

"And hitting on me after an ambiguous breakup with him is the best way for you to do that?"

Tony leaned away from her. "What? I'm not…"

"Stow it, Stark," Carol said, rising from her stool. She tossed the empty bottle in the trash on her way to the door, and paused in the frame. "We've been down that road before, remember?" she said. "I know what it looks like. I'm supposed to be your friend, Tony. So is Peter."

The glass cracked as the door slammed into the wall. "I'm ashamed of you."

Carol half-ran back to her quarters and barricaded herself inside. She stripped out of her clothes and climbed into bed, hoping that sleep and time might give her an idea, something tangible that she could grasp. Or at least make the pain stop.

XXXXXX

Peter woke up on the floor by his window, feeling like his liver had climbed out of his body and beaten him over the head with a chair. Then his heart had done the same until the chair was broken.

The glass had rolled away from him, dribbles of whiskey spilled out onto the warped hardwood. He flopped himself forward, trying to grab it, but his strength, combined with grogginess, caused it to shatter beneath his palm. He lifted his hand, letting the shards stay on the floor. Several small slivers stuck to his fingers regardless, though none pierced his skin, and he brushed them away.

Peter tried to stand, but his head was heavier than the rest of his body. He felt like he had before the spider: thin, frail, clumsy.

He knew he wasn't still drunk. Despite being a devout teetotaler, he was well aware his powers would push the poison out of his system within a few hours. No, this particular hell was a cocktail of two parts hangover, one part exhaustion, and a gallon of heartache.

In spite of himself, he almost expected Carol to be there when he woke. He'd practically counted on her stubbornness, hoping that she would've been lying on his couch, holding her homemade hangover cure in one hand and an extended middle finger with the other. But given what he'd said to her last night, drinking in front of her, throwing it in her face.

Telling her to go.

He wasn't surprised.

The chair's armrest served as leverage enough for Peter to pull himself up. He stood, and though his equilibrium was immaculate as always, he still felt like he wanted to waver. He didn't want to be sober. He didn't want to remember.

He swept up the glass, then hobbled his way into his bedroom. No further memories accosted him as he looked at the full-size mattress. He wondered if he'd managed to drown them out.

The shoebox holding Octavius's notes and ring stared at him from his closet floor, and he dropped to his knees. Opening the box, he pulled out the paper. He saw the handwriting there, matching his own. And it gave him an idea.

Peter studied the writing; not the words themselves, but the sweeping movements of the pen over the paper. He tried to remember writing them down: the pen in his hand, the pressure of the plastic between his fingers, pushing the tip down onto the hard surface of the table. His fingers traced the words over and over again, writing over them without a pen.

The muscles in Peter's eyes pulled back, lost focus, and suddenly he saw the words being scratched into the page. Octavius's diction echoed in his head, reciting the plan. He saw it all clearly, but was aware he was still Peter. And it was exactly what he wanted.

Now he knew he could control his memories from his time as Octavius. Or at the very least, watch them at will. And he wanted to see one in particular.

Peter turned around and sat on the edge of his bed, then laid himself down. He closed his eyes, concentrated; he held his still-tingly right wrist with his left hand and thought back to his last moments as Octavius.

XXXXXX

The door explodes open, Danvers standing on the other side.

"You're… too late… Avengers…" Octavius says. "Parker… is gone…" He's well aware that he's lying, but they're probably too foolish to realize it.

Danvers shouts at him, grabs his wrist and holds it in front of his face. "He's not gone," she says. "He's not."

Octavius raises his head, despite the weight of the Neurolitic Scanner on top of it, and smiles at her. "You… can't have him… Carol…" he says. "He's… mine."

Tears roll down the woman's cheeks. "No," she says. "He's mine."

His Spider-Sense explodes in his mind only a half-second before he felt the bone in his wrist do the same. He screams, and nearly passes out from the pain. But he holds his concentration. Parker must be purged.

His eyes squeezed closed, Octavius hears other voices in the room; Strange, Stark, Richards. Idiots, all of them. Didn't they understand? How superior he'd been as Spider-Man? How brilliantly he'd fooled them all?

That even if they stopped him here, he'd already won?

Another voice whispers in Octavius's mind, but he isn't surprised by it. In trying to dispel Parker's presence, it made sense for the elements of his memory to coalesce, to become a more unified adversary. "Not yet," Parker says. "I'm not done yet."

Octavius feels hands on the side of his head. Strange.

"You're weak, boy," Octavius says. "Just let go."

"Not a chance," Parker says.

Another hand takes Octavius's remaining one. Danvers.

"Hey, Pete," she says. "I know you're fighting, and you're tired of it. But I need you to give it just a little more, okay?"

Octavius starts to feel pressure in the back of his mind; Stark and Richards disrupting his creation.

"I'm here now," she says. "I've done what I can. I got everyone to listen. Now it's up to you."

Ignorant woman. Parker can do nothing. He never could.

Except that pressure was building. As was the pain.

Octavius hears himself screaming. He tries to stop it, to calm himself, but realizes he can't. Parker is gaining control, beating him out.

"I know it's hard," Danvers continues, "I know you may want to give up. But you're not done here."

Redoubling his efforts, Octavius tries to force through the blocks Stark and Richards are placing on the Neurolitic Scanner, through Strange's magic strengthening Parker's mind. He grits his teeth, feels the body do the same.

"I'm not done with you yet," she says. "So you better fight with everything you've got, or I'm gonna find a way in there and kick your ass."

Octavius feels a hand intertwine its fingers with his, but they are numb, the sensation cold. He tries to squeeze, to turn his wrist, to pull away, but none of it works. Suddenly a voice is in his ear, but sounds as though it's speaking through water. It sounds familiar, but he can't quite place its owner. "I miss you," it says. Female. Husky. Vibrant with life, though a bit sad. "Come home to me. Please."

"Do you hear that, Otto?" Parker says. "That's my lady out there. I'm getting back to her. And you can't stop me."

"You don't understand yet, do you, Peter?" Octavius says. "I am the Superior Spider-Man. I am your superior in every way. I don't have to stop you. Because I've already won."

The statement is jarring enough that Parker is forced back out, briefly, and Octavius laughs. He turns his eyes upward, looks into Danvers's face. "I… told you… Carol…" he says. "He's… mine."

"No!" Parker shouts, and Octavius feels a violent yank on his consciousness. "This is my body, Otto! My life! You will take no more from me!"

"I already told you, Peter," Octavius says. "You may expel me from your mind this night, but understand: this is not the end for me."

"It is only the beginning."

Peter feels Carol try to stand, but holds onto her hand, using his powers to ensure she stays. He wants her to stop them, to hold Octavius in long enough to learn what he means.

"Hit it!" she screams.

"No!" is the only response Peter can muster before the scanner purges Octavius's memories from his mind. He feels them being pulled up and out, chipping away, only an echo of his laughter remaining before Peter blacks out…

XXXXXX

Peter snapped back to himself, the paper in his hand crushed. He stood from where he'd fallen on the floor and stripped off his t-shirt, soaked through with sweat. He pulled his spare costume on and swung out the window, headed directly for the tower.

He'd had his suspicions, why the fragmented memories had remained, why the nightmares. Why the scanner, and the chair, and the big pulse and light show, when all along Octavius had known he wouldn't actually be in control of Peter's body. It didn't add up. But now, there was something to look for, at least, a needle in the largest haystack in the world.

Peter landed on the balcony, and ran immediately to Tony's workshop. He knew the scanner would be there, brought in by Tony and Reed, probably discarded in a corner, Tony intending to look at it eventually but never getting around to it. He found it sitting on a table, the tubing removed, looking like and odd, futuristic football helmet. He approached it and began to tinker, letting Octavius's fragmented memories guide him. There were switches and knobs on nearly every surface, but Peter had a vague idea of what he was looking for.

He pulled a stool over and sat, knowing two things for certain: one, Tony would absolutely kill him for messing around in the workshop, and two, if he didn't, there would be no way to find the information he was looking for.

XXXXXX

Carol rolled out of her bed and nearly flopped onto the floor before she caught herself mid-fall, turned over and stood upright. She glanced around the room and found a white t-shirt and a pair of workout shorts, then poured herself a cup of coffee.

She was supposed to be sharing this with Peter. He was supposed to be in there, in her bed; naked, sweaty, and with hair that, for once, didn't look magnificent. Instead she was alone, cranky, still tired, and had probably pissed off one of the founding Avengers. Granted, it had felt like Tony was trying to hit on her, but it was possible she might have overreacted a bit.

So she decided it was best to clear the air and go see him.

She padded her way in bare feet to the workshop; normally, Tony would've recommended some shoes, but there was nothing in there capable of piercing her skin, so to her it wasn't that big of a deal. She saw some flashes of electricity from the corner, heard the hiss of a soldering gun; he was working again. The man never stopped working.

"Listen, Tony, about last night…" she started as she rounded the corner.

XXXXXX

Peter looked up from the scanner and saw Carol standing before him, a sight that he'd missed over the past few months.

Frazzled bedhead, fresh coffee, form-fitting t-shirt. He knew that look.

And she'd been talking about Tony. Looking for Tony.

Well, what did he expect? It was Tony Stark, after all.

Tony Stark had made weapons, sure, but at least he'd never shot a man in cold blood, mass murderer or not. Tony'd never beaten children into a coma.

"Peter, I…" Carol started, but Peter raised his hand.

"It's okay," he said. "I understand."

"But I…"

"Really, it's fine."

His Spider-Sense blared, but from his sitting position he didn't have enough time to move before Carol had her hand wrapped around his costume's collar and was lifting him up to her nose. "Peter," she said. "Nothing happened between me and Tony. Not like that, anyway. We got into a fight after I left your place, and I came here to apologize."

She smelled like heaven, coffee breath be damned. That close to her, it took everything he had not to lean in, to brush her lips with his. It had been so instinctive, so second nature for him, that holding back from it was almost like ignoring his Spider-Sense.

He knew what was coming next was going to hurt.

She let him go, and he sat back in the stool. "Okay, I believe you," he said. He tried to keep the doubt out of his voice, but he wasn't sure he'd managed it.

He turned back to the scanner, started working again. "What are you doing?" she asked after a few silent moments.

"I'm trying to find out what this machine did right before it purged Octavius's memories from my head," he replied.

"Why would that matter?"

Peter looked at her, quickly. "Because I think Otto Octavius is still alive."