Both The Black Cat and Spider-Man shuddered at the sound of his neck breaking. Peter's heart felt as if it had been stabbed with a knife. The man he looked up to had turned into a cold blooded killer. Both his and the Black Cat's nostrils were flaring. The Black Cat wanted to attack, and made a step towards Dr. Octopus but Spider-Man stuck out his arm to hold her back.

There was no remorse in the face of Dr. Octopus. His eyes were well hidden by the black shades, but both of them knew that his eyes were showing no remorse either. Dr. Octavius laughed victoriously. "Justice has been served!"

Spider-Man shook his head. "Dr. Octavius…Dr. Oc, I wish you hadn't done that. I have much respect for you, but we are going to have to bring you in."

"How are you going to do that…when your dead!" All four of his mechanical limbs extended and shot towards the two heroes, two at both of them. Spider-Man leaped and flexed himself with his extreme agility as one claw shot past his right ear, and the other between his legs. The Black Cat used her cat-like reflexes and leaped backwards and bounced herself off the wall towards Dr. Octopus. She extended her right hand claws, as they grew from her finger tips. She was going to cut one of the mechanical limbs with her razor claws, but from behind one of the mechanical claws she had leaped over had made a U-turn and grabber her by her right wrist.

Doc Oc controlled his mechanical limb and flung her back into the wall. She hit the wall and fell to the ground, leaving a dent in the wall. Spider-Man was too busy trying to avoid the other two mechanical arms himself to take notice to what happened to his partner. The mechanical arm had him moving to fast to be able to shoot webbing into his eyes and blind him long enough to get a blow to his physical body. His spider-senses warned him of danger behind him. He back flipped just as one of Dr. Octopus' arms shot past him. He landed on top of the mechanical arm and bounced up and landed on the other arm like climbing a huge step. He bounced off the second arm and flipped in mid air to stretch out his right arm and fire some webbing at Dr. Octopus' eyes.

The webbing blinded him as it covered his glasses, but while his two mechanical arms adjusted to Spider-Man's new position, he used his own right hand to take off the goggles, and toss them to the floor. He quickly replaced them with another pair stored in his chest pocket.

The Black Cat came to her senses quickly after hitting the floor and rolled just as one of his mechanical claws hit the ground. She had to get to Dr. Octopus himself and deliver a blow of some sort, but his mechanical arms were giving them a run for their money. Her body ached from the slam into the wall. She ran for Dr. Octopus as she dodged the mechanical claws trying to grab her. She dodged them like a cat dodging a predator. She made a leaping jump for Dr. Octopus. She had her first held out to punch him, and she had successfully reached her target, unfortunately, he blocked her punch. She tried two more quick punched, but he blocked them with his human arms. That was all the time she had, as the mechanical arms had tripped her onto her back.
Spider-Man landed on the floor on his hands first and then his feet. He tried to get a sense at where the two mechanical arms were at. They were going so fast, that he didn't have but split second to try to make a decision on what to do next. Spider-Man fired a web line towards the hole where the door once stood. He swung above the web lines and out of the hole. This would by Cat some time as he tried to get him to follow him. His plan worked as he used all four mechanical arms to elevate himself and walked on all four mechanical arms.

As Dr. Octopus came out of the building, people near by stepped by and stared at him in disbelief. A crowd began to form through out the street watching
Spider-Man fight what appeared to be a new villain.

The Black Cat followed after Dr. Octopus, hoping to get a clear shot at his back. As if he had precognition like Spider-Man one of the four arms skipped it's turn and swatted the Black Cat like a nat, sending her sliding across the floor. Spider-man began to climb the wall of the tower. Dr. Octopus looked up and laughed. "Do you think that is going to save you?"

One of the Mechanical claws latched onto the wall, and soon all four latched on and he walked up the side of the wall with the mechanical arms. Spider-Man looked down and saw the Dr. Octopus was able to use his arms to climb up the side of a wall as well, and at a greater speed than even he could. Spider-Man detached himself from the wall, beginning to freefall into Dr. Octopus. He crashed into his chest with his feet, sending Dr. Octopus free falling towards the ground. Spider-Man fired a web line at a street light and he used that to slow his fall. Dr. Octopus' four mechanical arm hit the ground, preventing him from coming close to the ground. Spider-Man swung under the street lamp until he let go of the line and landed on his two feet on the sidewalk.

Dr. Octopus used two of his mechanical arms to straight him upright, but he still remained high above the ground with his mechanical arms. He laughed mockingly at Spider-Man. "Is this all you have? You're pathetic Spider-Man!" One of his mechanical arms wrapped around the street light by the base. The mechanical squeezed with such strength, that it ripped the street light out of the ground. The innocent bystanders began to back off further. Things were starting to getting dangerous.

Spider-Man knew that Doctor Octopus had acquired a new weapon meant for him. He fired a web line and got himself in motion just as he Dr. Octopus began to swing the street light. His spider-senses warned of him of danger behind him, but he could not avert it in time. The lamb post hit him like a bat hitting a baseball. He went flying across the street, and over the watchful citizens, and slammed into the building about six feet above the ground. A dent in the wall of the building was visible after Spider-Man hit the ground. The people who had been watching the action began to run for their lives.

Dr. Octavius laughed at the panic crowd and threw the street light towards them. Everyone was fortunate to escape the street light, but it crashed into the middle of traffic, landing on top of a car driving by, causing it to swerve out of control and causing the cars behind him and going the other direction to crash either into that car, or up onto the sidewalk to avoid hitting the car that had been demolished by the street light.
The Black Cat ran out of the building to see Spider-Man on the ground, struggling to get up and Dr. Octopus making his way towards Spider-Man. She saw a hump on his back, and the mechanical arms stuck out of cut holes in the suit. She knew those arms were coming from some invention on his back. She pointed all of her five right fingers upward and her nails extended into long claws. She leaped for his back, and swiftly swipped her claws across Dr. Octavius' back. Sparks flew as Dr. Octavius struggled to control the claws.

He turned and looked at the Black Cat. "Nag, woman!" With what control he had of the mechanical arms, he awkwardly swatted her away. He turned back towards Spider-Man just as a red fist punched him across the face. Before Spider-Man could throw another punch, he sloppily swatted him away and with elevated himself with his mechanical arms. "Next time we meet, Spider-Man, you and your new partner here are going to die!" Walking sloppily on his four mechanical arms, which also gave him great speed, he ran off.