Katerina Ryan laid her head down on the cold roof top unable to believe she had just defeated Dr. Octopus. She tried to get up, but couldn't move as the extent of her injuries finally set in. She stared up at the darkened sky and saw a single snow flake fall. She thought to herself that it was the most beautiful thing in the world. She continued to stare up at the falling snow, wondering if anyone would come to find her. She saw four men in tact gear run up to her. They motioned for the medics to come quickly. She saw the letters S.A.F.E. on their sleeves.

"Sir we need to get her to the infirmary a.s.a.p.," one medic said.

"Stablize her and get her aboard the hovercraft. We will try and locate Spiderman," the man said, "I may not like him, but I am not going to let him die on my shift."

"Sir we are ready," the medic said.

"Go ahead and take her up to the hover craft," General Cassell said.

"Okay let's move out," the medic shouted.

"Sgt. Slack, go with them. Make sure no one talks to her till I get there," he told the sergeant.

"Yes Sir," Sgt. Slack left the General following the medics to the air transport.

"Sir, we found him," a private called, "He's hurt pretty bad though."

General Cassell followed the private to the awaiting transport. They headed about a block away to a building that was missing a wall. The private shone a light on the rubble. General Cassell saw Spiderman's arms amongst the bricks.

"All right get down closer to the opening," the General said.

The private got as close as he could. The General jumped from the transport into the building.

"Private get the medics over here with their equipment and I will try and free him," General Cassell shouted over the roar of the hover engine.

"Yes sir," the private said leaving the area.

General Cassell started to remove the rubble from Spiderman's body. He heard him moan under the stones. General Cassell knew that Spiderman was alive, but in what condition still remained to be seen. Soon the General had most of the rubble removed from Spiderman's body. The web-slinger moved painfully as he unburied himself. He saw the head of S.A.F.E. watching him.

"Did you get the number of that metal tentacle?" Spiderman tried to joke.

"Can it web-head," General Cassell said, "Let's get you outta here."

Spiderman heard the whine of a hover craft coming closer. The sound was causing his splitting head to pound even more furiously. He saw Sgt. Slack appear at the entrance of the hole. He lowered a plank to the floor. He walked over to Spiderman and slung his arm over his shoulder. He helped him onto the hover craft. The General soon joined them on the transport. the pilot took them up to the hover transport that flew above Manhattan. Once they were docked, Sgt. Slack led Spiderman to the infirmary. Spiderman saw Dr. Boudreaux attending to the unconscious form of Katerina Ryan. Both Dr. Boudreaux and Sgt Slack knew his secret identity. Spiderman sat down painfully on the edge of the bed. He removed his mask exposing the bloodied face of Peter Parker.

"Hey Parker, what happened. I have never seen Spidey get his butt kicked like that," Lawerence Slack commented.

"Doc Oc was determined to take me out of commission," Peter told him, "Plus I was still trying to recover from his earlier attack. Did you guys stop him?"

"No we didn't. That woman did," Slack told Peter.

"Peter Parker, I think Mary Jane is going to kill you this time," Dr Boudreaux said, "Now let me see if I cannot patch you up."

Dr. Boudreaux's skilled hands went to work bandaging up his many lacerations. He checked to make sure he had no broken bones, "You have a concussion that bothers me, but no broken bones. I am going to send you back to Mary Jane. If anything changes for the worse call me."

"Okay Doc," Parker said getting a grimace from Slack and a scowl from Dr. Boudreaux.

Peter put his mask on just as Katerina Ryan woke up on the bed. She sat up grimacing in pain as Dr. Boudreaux checked on her. He noticed that her healing abilities matched that of Spiderman's.

"Dr. Ryan, how do you feel?" Spiderman asked.

"Sore, but I will survive," she said.

Dr. Boudreaux shook his head knowing what was about to come, "Alright you can go home, but, this is for the both of you, call me if you need anything."

"Thank you," Dr. Ryan said getting up off the bed painfully, "How do I get out of here?"

"No one is leaving till I find out what happened down there," General Cassell said as he came in.

Spiderman and Dr. Ryan explained what happened, giving a detailed description of the events to the General.

He shook his head before responding, "What exactly this all boils down to is that Dr. Octavious escaped."

"I guess, but he will be back. He want to finish off myself and Mary Jane , just because we hurt his pride," Katerina said.

"Very well. I will keep in touch," he said before walking out.

"Come on guys, lets get out of here," Sgt Slack said, "See you later, 'Doc'."

Dr. Boudreaux scowled at the three people leaving his infirmary. They left heading towards the docking bay. Soon Sgt Slack was air born heading towards down town Manhattan. He let them out in the vicinity of General. Katerina saw Mary Jane on crutches heading towards the battered and beaten hero. Storm pulled the vehicle up next to them. Mary Jane got in followed by Katerina. Spiderman waved good-bye as Storm pulled away. He shot off a webline feeling it catch. He headed to his home in Forest Hills. Spiderman felt free as the wind hit his sore body. Soon he arrived at his Forest Hills home. He landed in the window of the attic. Peter Parker pulled off his mask walking over to the locked trunk. He opened it taking out his clothes, taking off his costume he put it into the trunk and locked it back up. He went out the window and went into the warm house.

"Good evening, Aunt May," Peter said walking into the kitchen, "Where is Rose Marie?"

"Her mother picked her up, poor woman," Aunt May said, "Now get out of the kitchen while I make a late dinner."

Peter smiled as he left the kitchen already felling better. He saw Mary Jane come in with Katerina Ryan coming in behind her. He saw Storm waved before leaving. He helped his wife sit down on the couch. She tried to beat him off with her crutch, but it did no good. He smiled before leaning down to kiss her. She responded by pulling him onto the couch. The three friends began laughing uncontrollably.

"How's the foot?" Peter asked.

"They said it was just a bad sprain, that was all," she told him, "How's the body, superhero?"

Peter's eyes went wide, "Bu-but?"

"Don't worry, I figured it out when you went after Doc Oc to save Mary Jane," Kit said, "And please call me Kit…"

"Now how's your body Tiger?" Mary Jane asked again.

"Sore, but I will survive," Peter told her, "Kit how did you stop Octavious anyway?"

"I used my nano technology, which I didn't tell the General about, the nano bugs got into his cervo's and scrambled them on two of his tentacles. Once the bugs degenerate he will fix the damage and be back. That is why I am not leaving, yet," Kit told him, "I want pay back on him and the Kingpin, for turning my mother against me."

"Well I hope your definition of payback…" Peter began.

Kit interrupted, "Is to put them both behind bars."

"Let's eat dinner and rest before we talk any further of this business," M. J. said pulling Peter to his feet.

They went into the kitchen to sit down to one of Aunt May's famous meals…

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Octavious fumed in his underground laboratory, "I will destroy them all…"

????? THE END ?????