A/N: Sorry I've taken so long to post this chapter – computer problems… sigh.

Oooo, don't you just love Dr Octopus? Heh. He is so pompous, and such fun to write! Never mind Doc Ock, What about Spidey? What about Spider-Man?

Read on…

Cheers,

Apteryx

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Chapter 32: Voices and laughter.

It was dim where she lay, she knew, and she could feel the chill of the hard floor beneath her cheekbone.

'Aerrrgh.' Erica groaned. How long had she been passed out on the ground like that? She really ought to get up, or at least open her eyes, but the effort involved seemed like too much. It was much easier to lie here, make-believe she was still asleep. Almost drifting off again, the sound of voices filtered through to her consciousness. Voices? But who could that be? She wondered if her neighbours had noticed her garage door open and had come to investigate, and found her there senseless. Still with her eyes shut, and otherwise showing no sign that she had recovered consciousness, Erica listened to the voices, her confused brain trying to process the sounds and turn them into language. Snippets, small phrases, and then segments of sentences began to bring themselves to the forefront of her mind, but she still couldn't make much sense of them…

"…you'd cease to exist; you'd no longer have the raison d'être…"

Strange. Were they speaking of her?

"…trying to buy yourself time, I think..."

Confusing still, but she almost felt she should know… something she should know…

"…you're becoming paranoid in your old age, else you're developing another Spider-Man phobia!"

Spider-Man!

Suddenly, Erica was confused no longer.

Erica opened her eyes, and listening to the voices, she figured out that for some reason Peter had returned as Spider-Man and confronted Dr Octopus after she had been knocked out, but was now in deep shit as Ock's captive.

"Why don't you finish me off right now?"

"You think I can't?"

Oh Lord no…

Desperately Erica tried to get up, but the pain in her side made her head swim as she moved. Little sparks zipped across her vision as she fought off unconsciousness again. Gritting her teeth, and using only her left arm and her legs, she slowly commando crawled toward the red-white-and-blue bunting that separated her from Peter and Ock. She was determined to stop Doc Ock from killing Peter, even if it meant taking more punishment from him – after all, hadn't Peter suffered heaps more in the past than she had just then, and survived?

She reached the edge of the bunting and had just lifted up the fabric to poke her head out when she heard Doc Ock shout:

"I will tear you apart immediately!"

Move! She told herself urgently, but her body refused to co-operate more than it was doing at the moment.

Erica could only watch in horror as Dr. Octavius tightened his grip on Peter's arms and legs…

Then, amazingly, help arrived.

Erica watched the extraneous figure costumed in yellow and white, dart in towards Octopus on some sort of flying disc. It was a man, tall and thick set, whether from muscle development or fat, she couldn't tell. His face was obscured by a yellow helmet that was almost Minoan in appearance; long nose and cheek guards, with holes cut out for the eyes. He was wearing a form-fitting yellow bodysuit and gloves, and yellow boots with greaves; over the top was a tunic, white, with a yellow star-burst emblazoned on the front, gathered in with a utility belt, also in yellow.

Even in the intense situation they were all in, Erica couldn't help thinking irrelevantly he looked like a poached egg. She shuddered and despite the man's comical appearance, felt a shiver of unease wash over her skin.

The disc zoomed closer, gaining the attention of Dr Octavius, who raised his head and tsked in annoyance at the interruption, as if he and Spider-Man had been having a quiet tête-à-tête over a afternoon tea. Although Erica had never seen this character before, it was plain that both Ock and Spider-Man had.

"What now?" asked Ock rhetorically, irritated.

Spider-Man only muttered under his breath, "Oh, crap."

The new-comer brandished a gun-like device in his hand, "I've come to carry out the terms of my commission; I will not be thought dilatory," he said pompously.

I know that voice, thought Erica, shivering at the sound of it. But why isn't my spider-sense going off?

Before Doc Ock could react, the gun was aimed and fired. There was a clattering sound, and at the same time, a small, sudden, bright burst of light shot out, then dispersed out in waves, with Spider-Man at its epicentre. Erica experienced what felt like a rush of blood or sudden jolt of adrenaline to the head, which spread through the rest of her body before reaching her toes and fingertips and disappearing. What was that all about? She had never seen light act in that fashion before, but that, plus the weird sensation she just had, that voice, the reactions of the other two, led her to believe she was seeing 'Ray-man' in action. But how had it affected Peter? Erica lifted her head again and saw that he was lying limp in Doctor Octopus's arms; was he unconscious or... or dead?

'Ray-man' came right in close to Doc Ock, evidently curious to see what sort of effect his device had had on Spider-Man also.

Octavius was furious. "Actino, you bumbling fool!" he shouted, "Now is not the time. You've arrived too late, you should have stayed away. You've cheated me on my revenge, something I had dreamed about for years, and now it's in ruins thanks to you. I should have been the end of Spider-Man! Me! Not some Wagnerian nincompoop!"

Erica watched, as Octopus threw Spider-Man aside and faced 'Ray-man', who amazingly had had the sense to move back during the ranting. The ranting continued.

"You incompetent alchemist, you flawed lump of heliotrope…"

'I must do something, must see to Peter; now's my only chance with Ock otherwise engaged…' thought Erica. She'd keep to the edge of the podium, and crawl behind Octavius to where Peter had landed, in a sagged heap on the marble. As quickly as she could, she started her crawling again, inching along and keeping one eye on the raving lunatic. He was waving his tentacles about threateningly, but wasn't trying to connect with 'Ray-man', mostly, Erica guessed, because of the strange gun.

As she crawled, she spied a bright red object up ahead of her; her mask. She gained it and paused to quickly pull it over her head; although Ock had exposed her face, there had been no other witnesses to the revelation, but now that another player had come on the scene, she felt more comfortable concealing it.

Finally she reached Peter's still form. Ock was still carrying on, and feinting with his arms now and again. Being cheated of having his way with Spider-Man must have really tipped him over the edge, thought Erica, as she lifted one of Peter's hands and tried to feel for a pulse. Damn costume – the web-shooters made it impossible. Erica couldn't see Peter's chest from the angle he was lying; she inched over to his head and carefully peeled the mask away from his mouth and nose and tilted her head as she lay next to him, so that she could use her ear and cheek to tell whether he was still breathing, just as she had been taught in first-aid classes years ago.

"This is not the moment to be murmuring sweet nothings into your ear…" came a whisper.

It was all Erica could do to stop herself from yelping out loud in surprise.

"Peter!" she whispered back elated, "You're alive!"

He used his left hand to pull his mask back down, "Not only that," he agreed, "but I've got my powers back too."

"What? How? How can you tell?"

"Spider-sense. After ol' 'Ray-man' zapped me one, my spidey-sense went wild. I've been playing possum for a bit to recover. What about you though – how are you?"

"Broken ribs, but otherwise fine."

"But what about…?"

"Spider-powers? I dunno. That ray did something to me too, I don't know what yet." Erica, who was facing the right direction as she lay on the floor, looked across to where Ock was now taunting the figure on the disc-flyer. "We still have to stop him…"

"I'll do that."

"Your arm?"

"I…"

They were interrupted by a roar from Ock; he had finally got tired of playing with 'Ray-man', and had swiped at his gun with a tentacle, sending the gun flipping over and over in an arc across the large space, before it landed out of sight behind the remains of the orderly seating. Before 'Ray-man' could move away on his disc, Ock had swiped him with another tentacle, a huge backhanded blow to the head that sent him reeling off his flyer and crashing to the ground, where he bounced twice and finished up in amongst a heap of toppled chairs.

Octavius drew in his tentacles and walked over to the prone form, talking the while.

"I trust you are still alive; I have further plans for you – a little manipulation to start with, and you'll make an excellent scapegoat for me…"

"I have to do this now, go hide," whispered Peter to Erica, as he rolled up into a crouching position in one fluid motion. If Erica had required any proof that Peter had regained his powers, that small, graceful movement was all that was needed.

Hide? Erica didn't think she'd reach cover soon enough before Dr. Octopus would notice her. She'd have to bluff it, as Peter had done earlier. She still had something up her sleeve…

Carefully, she rolled over and began to pick herself up, as Spider-Man took a leap towards Ock while his back was turned to them. Surprisingly, her side didn't hurt as much as she expected; but she knew now from experience that the pain would return again later. She stood and gently flexed her muscles as she watched Spider-Man give Dr Octavius the shock of his life – if being robbed of his vengeance had sent Ock mad, then seeing Spider-Man alive once more, and having another chance at his revenge certainly would. Erica scooted across quietly, keeping as low down as she could, to the back of the atrium near the glass windows of the offices. She wanted to circle round as inconspicuously as possible to try and get in a position where she could release the web-foam; could she release it? If Peter had got his powers back, she might not have the strength and speed any more to do that double-tap, and she couldn't try it out to see either…

Behind one of the pillars now, she peeked out to see how Peter was coping with fighting Dr Octopus, and was astonished to see him in action; his injured arm did not seem to be hindering him at all, but Erica guessed it was an act - without the sling, that arm had to be hurting. Even so, Spider-Man was back to his old form, perhaps even better, rebounding and springing away from the tentacles, pulling off incredible manoeuvres, avoiding coming close to being touched, yet taunting Ock in such a light-hearted manner that you would have thought he was only taking a bit of exercise.

"…can't keep a good spider down."

"I don't believe this. The Spider-Man?"

"No, haven't you heard? We come in 6-packs."

All this time, they were slowly gaining the pillar Erica was behind. Spider-Man, dodging two tentacles coming at him diagonally from opposite directions, leapt up high to stick to the pillar. Simultaneously, another tentacle came hurtling down to where Erica was standing, as Doc Ock was about to use them to climb up after Spider-Man.

Danger!

In less then a split second, Erica had leapt up and was clinging to the other side of the pillar from Spider-Man. With great astonishment, she realised she still had spider-powers, but how? No time to think of that now…

In an unintentional move that was bound to confuse the hell out of Doc Ock, both Spider-Man and Spidey jumped off the pillar and to the side at once. Spider-Man turned his head as he caught sight of Spidey, clearly surprised himself. She gave him the thumbs-up, and flipped aside as Ock sent a tentacle her way. Spider-Man started to laugh. The laughter continued as he back-flipped past Ock, getting him to turn in his direction. It built up as he noticed Ock's indecision and confusion, a joyous sound that clearly grated on Octavius. Especially when Spidey joined in as well. She couldn't help it, it was contagious, and she knew exactly why Peter was laughing; for once, fate had dealt him an unexpected bonus. As she and Spider-Man made their moves towards Ock, she thought she heard an echo of their laughter in the space surrounding them.

"What?" screamed Dr. Octopus, hugely disconcerted, "What?"

Without words, Spidey and Spider-Man acted together as a team to battle the maddened scientist. They seemed to be able to anticipate the other's moves so as not to get in each other's way; spider-sense helped here of course, but it was not only that. Spidey couldn't say what it was, it was like a meta-awareness, maybe it was even a new facet of her spider-sense, but she was enjoying it anyway.

Spidey darted in and out of Doc Ock's tentacles, like an annoying sandfly, while Spider-Man, taking his time, and almost leisurely bouncing out of the way, waited until he was able to grab the end of one of the tentacles and be pulled up by it, then, wrapping his legs around it, reached out and grabbed another tentacle and started pulling them together.

"No!" howled Octavius, "It isn't possible!"

He was obviously straining to pull them apart again, sweat beading on his forehead, but against Spider-Man's strength was helpless. Spidey, as she kept Ock's other tentacles occupied, was intrigued by the display of strength – she knew that Spider-Man had been lucky to tie Ock's tentacles in knots in the past, but that was usually only temporary; Ock had pulled them apart pretty quickly. But this time…

"You'd better believe it!" said Spider-Man.

"What's the matter Ock?" mocked Spidey, "You're all hair-oil and no socks!"

This bought a fresh bout of laughter from Spider-Man. He had not only tied the two arms together, but was methodically snapping off the pincers from the ends.

"No!" wailed Ock.

He went to move his free tentacles to wallop Spider-Man off his perch, but Spidey was there, gripping on to one of them and using her strength to misdirect it. Spider-Man easily leapt off and avoided the other. Spidey passed the tentacle she was holding over to Spider-Man in mid-leap; he took it and as he touched the ground, looked for the other free one. Instead of using it to attack Spider-Man, Octopus was desperately trying to keep it out of his reach. He tried walking backwards, but almost lost his footing as he slipped on some small black objects scattered about the floor.

"You're all fur coat and no knickers." Spidey giggled; she knew they had Ock beaten now.

Octavius had a look of horror on his face as he could see it too – if he kept that tentacle out of reach, he laid himself open to a direct blow from Spidey; if he used it to defend himself from Spidey, then Spider-Man would reach it and do the same to it as he had with the first two. He was in a bind.

Spidey leapt in towards Ock, performed a handspring and kicked out with a foot, aiming for his face. He panicked, brought his tentacle to grab her ankle, but it was no longer there. Instead Spider-Man had shot out his hand and stopped it dead in its tracks. Spidey almost laughed again at the expression on Doc Ock's face, as she stood upright again, but stopped and hesitated when she saw it change and become blank. What…? They didn't want to underestimate Ock.

"Hold still Ocky, while I tie up a few loose ends." Spider-Man completed his knot-tying, and stood back with a flourish. He had tied the remaining two tentacles in with the first knot, so that there was one tangled up mass of metal arms. Spidey moved forward with a glance at Spider-Man, and raised her arms, wrists uppermost.

Doctor Octopus, though he was evidently beaten, had regained enough of his composure to start sneering at the two Spider-heroes.

"Go on, use your pathetic webbing now, but don't think it will hold me once I get these knots undone, which I will!"

It was true; Spidey could see that already the coils where starting to slowly slide along each other, looking more snake-like than ever.

Spidey smiled as she replied. "As you found out before, I'm a different kind of spider from our friend here, and I have other ways of constraining my prey…"

There was a hissing sound as Spidey released the contents from her web-shooters, and the blobs of sticky fluid enveloped the metal and began expanding rapidly into foam. Octavius jumped in surprise and stepped back, arms outstretched in front of him, as if to distance himself from the ballooning bubbles adhering to his mechanical arms. Then he relaxed.

"Bubbles! You think bubbles will stop me? Hahaha!"

But his laughter soon changed into perplexed screeches as he tried to loosen the knots, and found his tentacles stuck fast. He slumped, and sat, physically defeated, on the edge of the podium, looking as if some bizarre alien creature had spat him out and left him to stew in its phlegm.

Spidey walked over to where Spider-Man was standing, leaning against a pillar and watching. She started to converse with him in a low voice, so as not to be overheard by Dr. Octopus, as she unobtrusively changed web-cartridges.

"We've done it! Should I take off now, and leave you to it?"

"The other way round, I think. Sergeant Hudson only knows you as Spider-Man; he's likely to twig something's not kosher if I talk to him…"

"Oh, right."

"Hey, you were extremely cool by the way. I was watching the whole thing."

"Thanks – you were too. Heh, I finally got to see the real Spider-Man in action!"

"You haven't done enough? Now you're conspiring more against me!" yelled Octavius from where he sat.

"Geez, talk about paranoid," said Spidey to Spider-Man, fed up with Ock's bombastic statements. "Which reminds me, how is 'Ray-man', or should we call him 'Actino' now?"

Without another word, Spider-Man ran over to where Actino lay. He was still in the same position he fell in, but on closer inspection, still not close enough to touch, Spider-Man could tell he was dead. He said so to Spidey as she came up behind him. She knew he'd seen innumerable dead bodies that he knew the look of one, but it was her first. She gazed at the staring eyes behind the helmet mask and felt her elation at defeating Doctor Octopus drain away, leaving a sour taste of bile in her throat; suddenly her ribs hurt. She turned her head abruptly – she didn't feel sick, merely hopeless. A hand gripped her shoulder in sympathy.

"Are you OK?"

"I've never seen a body before…"

"Aw, heck. I'm sorry. Look, at least it would have been clean and painless. I know that probably doesn't help you much, but it's all I can offer you. I won't say you get used to it, even if you do, because it's the last thing I'd wish on anybody. Every death is pointless."

"'Any man's death diminishes me, because I am involved in Mankind'…" she quoted.

"You've put it in words; that's exactly how I've felt, why I try to avoid killing, even those who have caused the death of countless others. I've seen too much – and the first was the worst."

"John Donne wrote that in 1624; a bit of useless trivia for you. I've got more for you too if you want."

The hand on her shoulder gave a small squeeze and released its grip. Spidey took a deep breath and looked up at Spider-Man.

"So… it's murder then. Will the police accept Spider-Man's word on it as a witness?"

"Well, you won't be able to testify in court, so I'm not…"

"Spider-Man!"

A female voice calling interrupted them. They both turned as a familiar figure came up to where they stood, eager yet uncertain of her welcome.

"Ma'am," responded Spider-Man. If Spidey hadn't known otherwise herself, she would have thought that these two had never met before, by their demeanours.

"I saw everything," Mary-Jane said, looking from one masked face to the other. Spidey thought MJ very acute; she knew, even if there was only one stranger about, that she couldn't risk exposing Spider-Man's real identity, and especially not when that one stranger happened to be Dr. Octopus, who could use the knowledge to devastating effect if he re-learnt it.

Both Spider-heroes suddenly turned in unison to look towards the entrance of the atrium, then Spider-Man nodded to Mary-Jane in farewell, and ran off, behind the podium, and through a door.

Out of the corner of her eye, Spidey noticed MJ turn to her again, but Spidey's main attention was on the couple of New York Police Department's officers who had entered and were slowly approaching, as if unsure of what they would find. She saw them relax their stance, remove hands from their pistols in holsters, as they spied Doc Ock sitting bundled up and trapped in a strange substance.

Spidey in turn, relaxed slightly as she saw it was Hudson and his partner Kysela. But not too much; Dr Octavius was still a tricky bastard. She'd have to try and forestall any revelations he might make, and hope MJ would take up on the cues she gave.

"Hey man. We gave you a while before coming back in." Hudson gestured towards Ock. "You got him then."

"Yep, Ocky's fizzled out, and he's in a bit of a lather about it too."

"So I see," said Hudson dryly, "have you the evidence you mentioned this morning?"

"You'll want to take that apart very carefully in an isolated biohazard containment area," Spidey replied, pointing up at the slide projector, "Hang on a mo…" She leapt up suddenly, clung to the underside of the second floor balcony and crawled over to the webbed-up bundle. She took it, shelf and all, off the wall and flipped back down to the ground. Hudson and Kysela jumped back slightly as she landed in front of them. Picking a chair upright, she placed the projector on it and continued, "and I have papers and notes given to me by a Dr. Whithead, which he personally signed as true and correct. You may have gathered from Ock's earlier statement that Whithead won't be able to give live testimony. But we do have a witness to a murder…"

Spidey glanced at Mary-Jane, who was nodding.

Hudson frowned at her. "I thought we cleared this area out."

"I-I fell in the confusion, and ended up under a table. Once they started fighting, I stayed hidden."

"Well, that's sensible at least," said the sergeant, mollified. "What did you see?"

"Um, to put it briefly, Spider-Man and Dr. Octavius fighting, with Octavius threatening to kill Spidey, but then Ock managed to get a couple of hits in, and Spidey passed out."

Both Hudson and Kysela gave sidelong looks at Spidey. She grinned under her mask, but nodded and said, "True. He got a lucky strike – in my ribs." She watched them both wince, as they remembered the state she'd been in from her broken ribs only two days ago.

MJ continued. "Octavius started ranting, and threatened to pull Spider-Man to pieces when this other character flew in and stopped him, but I don't think he was being a hero; he had something against Spider-Man too, and shot him…"

Again the looks from the two police officers – Spidey grinned wider; they could see no sign of any gunshot wounds. MJ was feeding them a good line here.

"Oh, not with a real gun, some weirdo ray-gun. Ock thought Spidey was dead and tossed his body away and started going real nuts at this guy; yelling at him to start with, then swiping at him with his tentacles. He hit him real hard and… I think he's killed him." Mary-Jane purposely avoided looking down at the body off to the side.

Kysela knelt down and inspected the still form. "Dead," she said flatly. Hudson nodded.

"Spidey recovered, got a second wind or something, and beat the bejeezus out of Ock, but I think Ock's become delusional; he keeps going on about two Spider-Men, and other crap like that. The shock of seeing Spidey come back to life must have been too much for him."

"Uh huh. It's like that with these types of psychos… Well, thanks Miss. If you could stay to give us a full statement…"

Off to the side, Kysela's RT buzzed to life. She answered the crackles in a low tone, looked questioningly at Hudson, and when he nodded at her, moved off towards the entrance.

The Sergeant and Mary-Jane both turned towards Spidey at the same time, plainly expecting something from her. She was at a loss – what should she do now?

"I…" she began, when there was a shout from near the entrance.

"MJ!"

It was Peter. Thankfully, she'd be able to use his presence as an excuse to leave.

"Aw crap." Spidey moaned, "Not him…"

Hudson grinned in amusement.

"You'll excuse me, but I've got something on the boil. I'll swing by later," said Spidey, as she aimed a strand of webbing at the steels struts near the glass roof of the atrium. She swung off with a wave, blowing a kiss to Ock as she went. "Have a nice time; don't forget to send me a postcard!" she called out to him, and smiled as he shook his fist at her in impotent anger.

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