Even now I still question what possesses me to leave the ignorant pest alive. I find Spiderman's constant intervention infuriating, but for whatever reason, I have not yet crushed him out of existence. Perhaps it is the knowledge that beneath that ridiculous get-up there is a somewhat intelligent being with the potential to actually learn something. Or maybe it is the inescapable, universal truth that there must be some semblance of balance in my life, and it is Spiderman who provides this balance?

Thankfully I have turned my attention to other, more important matters concerning personal projects of mine, but at the time, my aggravation with the wall crawler was so severe it wandered to the point of obsession…

Otto climbed over a tall air conditioning unit of the next store roof, rapidly advancing towards the inner city, his goal the city town forum, near the old clock tower and civic hall. The perfect place to hang Spiderman out for all to see. It was early in the morning; last night's epiphany had filled him with such energy he had not even waited for the sun to rise.

He was moving quickly now, pulling himself up the sides of huge building complexes as easily as if he were walking along the sidewalk. He had nearly made it to the top of the building when he saw Spiderman jumping from the opposite side of the street to meet him. Otto made it first and clambered up on top of an air conditioning unit, digging two claws deep into the machine. Spiderman leapt effortlessly onto the roof below the unit and waved.

"Doc Ock! What a nice surprise! I was hoping we could chat again!" he said cheerily, as if he were meeting an old friend again. The topmost arms flexed around Otto, the clawed ends rotating and focusing on the costumed teenager.

"Precisely why I've ventured out on this fine day, Peter. I think we have unfinished business to tend to," Otto said evenly, gesturing with his arms. Spiderman shifted slightly and scratched his head.

"It sure would help if you could clear up a few things, Doc. I was wondering, uh…why was it you wanted to rip me apart again?"

"I have many reasons, none of which I need to explain to you," he said coolly.

"Alright then, I'll just use my brilliant mind to form a hypothesis and then a conclusion based on yesterday's evidence," he said, pressing his fingers to his temples and then gesturing to Otto's unpleasant expression.

"You liked that, huh? That scientific terminology? I figured you would. Okay. Lets see…you're a mad scientist who super-glued metal arms to your gut in the hopes that you'd win the next Halloween office party contest, right? And you're ticked because someone else had a better costume, right?" Otto cocked an eyebrow, looking rather disgusted.

"That's not amusing," he said, unhooking the tentacles that had been clamped onto the unit beneath him and stepping to the edge of the unit. Spiderman shook out his hands and then shrugged.

"I know. It's not my best material. I promise to come up with something better later on, okay? But seriously, it seems to me like you just want to run around throwing cars. I'm not sure what you thought I'd do about that. Sit around and wave some pom-poms? Keep score?" Otto finally smiled.

"I think its fair to say that if it hadn't have been for you, I would never have turned into this," he said softly. Spiderman lowered his arms, taking a step forward, suddenly serious.

"I don't see how this," he said, gesturing to the tentacles moving like serpents around Otto's body, "has anything to do with me."

"Trust me when I say it does. You were involved from the very start. You were Osbourne's pet project. I was leading the research on the phenomenon that was you; this…improved state of existence…that was to be replicated again and again," Otto said coldly, "but there was a hidden agenda." Spiderman lifted his head and nodded.

"Isn't there always?"

"Why work on just a single project when you can get two for the price of one?" Otto sneered, all four of the arms winding out from around his body. They all swung out for Spiderman, each narrowly missing him as he jumped overhead, flinging out his wrist and splattering webbing across Otto's trench coat and onto the unit. Furious, he ripped himself free and went after Spiderman, using all four tentacles to carry himself down onto the lower level roof, jumping easily away from Spiderman as he tried to kick him off balance.

"It ends today, Parker," Otto snapped, "you're going to reveal your identity to everyone, or I'll do it for you, but either way - you're already dead!" Spiderman sat crouched across the roof, looking directly at him, feeling his legs trembling slightly.

He has his heart set on killing me today! Peter wriggled his toes and spread his stance a little wider as he watched Ock's tentacles coiling around each other as they drifted closer.

He'd just issued the final ultimatum; a signed and sealed death certificate, and he had no doubts that Octavius was dead serious.

For once, Peter had nothing witty to say in response.

At least when he was fighting with the Green Goblin, Norman had just taken joy in beating the snot out of him. That and he was absolutely off the wall crazy. He was leaving him alone for the time being, though, possibly to lay low for a while, but he suspected it wasn't over yet. If he had to handle both Norman and Octavius at the same time…he shuddered.

Doc Ock, however, wanted the impossible. His warped sense of logic stemmed from the mind of a brilliant, arrogant man, and that made him extremely dangerous. Peter sighed angrily. He couldn't understand why everyone always pinned their problems on him. Why was everyone on his case all the time? Ock had just said he was going to kill him as if it were just one of the many things on his list of chores to do that day.

Walk the dog. Pick up groceries. Kill Spiderman.

He shook his head.

"I'm sorry, Doc, but I can't do that. We're just going to have to think of something else to do today," he said finally, flipping backwards as another tentacle shot forward and smashed in the roof where he had been squatting. Ock pressed his sunglasses against his nose and flashed him a brief, sadistic smile.

"Alright. Have it your way," he said, the serpentine tentacles spreading out around him in wide arcs. Chunks of the tar roof flew in all directions as he brought the clenched claws down again and again, missing by only a split second as Spiderman dodged each attack. He brought another claw down but swung out at the last second, catching Spiderman off guard and flipping him off the rooftop. Shooting a web up to the buildings across the street, he caught himself mid fall and clung to the wall, crawling up and over onto the roof. He was going to have to fight him. It was inevitable. But how was he going to win? Even if he did manage to land a few hits on the doctor himself, those tentacles were going to rip him apart!

Peter rolled forward across the roof and doubled back, flipping over Doc Ock again as he landed behind him, all the tentacles stretched wide as he tried to catch him. He weaving his way out of the maze of metal arms as he swung higher up into the skyscrapers of the city, finally landing on the spire of an old building. He caught his breath as he tried to collect his thoughts. Maybe if he could tangle up those arms just long enough to get a few solid hits in…it could work. After a minute or two, Peter began to get uncomfortable, twisting to look behind him. Where was Ock? He was just behind him a minute ago… He darted a few glances around and then craned his neck to look at the streets far below as a car went sailing into a storefront window. Peter stood up on his perch, his Spider-sense blaring in his head as Doc hastily grabbed up another taxi cab, preparing to launch it across the street into another building.

"Oh man," Peter mumbled to himself, leaping off the spire and swinging down to stand atop a lamppost on the street. "Again with the car tossing! I swear, can't leave you alone for a minute, can I?" he yelled, gesturing at Ock's handiwork crossly.

"Don't run away from me when I'm talking to you, its rude. Didn't your mother ever teach you that?!" Otto snapped, dropping the taxicab onto the street again. The screaming people inside were climbing over each other to get out the cab. Peter groaned. Unless he stayed close enough to Octavius so that he was a target, he was going to mess up downtown to drag Peter back. He couldn't allow him to screw around with helpless people. He tapped his chest.

"Alright. We'll play by your rules, Doc. Have at me," he said, taking a deep breath.

___________________________________________

Otto watched the people in the taxi run from the slightly crushed car.

Stupid, impudent people.

He would have been doing them a favor if he had killed them. It was almost startling, how easily such sadistic thoughts cross his mind, but he didn't really allow himself to think about it. He snapped his gaze in Spiderman's direction and growled. He lifted himself up on the arms and swung out to grab Peter, surprised to find that he had already leapt to the next building, trailing a web out that caught on one of the claws. It rotated and flexed, trying to free itself from the web. In a flash, he had done the same to the next arm, encasing the claws in webbing. Otto fumed.

"You're really beginning to annoy me," he yelled, clenching his hands into fists as he whipped the tentacles around, watching the streak of red and blue fly up between two buildings. Spiderman landed against a wall and then leapt off again, swinging right at Ock.

"Yeah, I tend to have that affect on crazy guys like you," he called back as he flew by, trying but failing to catch up a third claw in webbing. Otto hissed quietly to himself, watching as the web slinger swung by again, this time coordinating the tentacles to match Spidey's speed. As he swung by again, he lifted himself up onto one tentacle and whipped the other three around, catching Peter mid air. The third arm snapped the web he was swinging on while the others heaved him at a glass window front along the street. Shards of glass exploded from the plate window front as he burst through, plowing through the tables set up inside and landing against the wall. The screams of the panicking public were becoming a steady din now as Otto clambered across the street and through the destroyed store front.

He completely ignored the few people who ran out on either side of him, ducking and screaming for help, gazing down at Spiderman lying pitifully against the wall. His costume was shredded nearly head to foot and there was a deep gash across one shoulder.

Get up, Peter…get up…GET UP! Peter braced himself up on one arm, trembling with the effort.

Otto stood directly before him and smiled crookedly.

"That one…kinda hurt…Doc," Peter managed to say as he slowly climbed to his feet, moving just a bit too slow to react as another tentacle whipped around and backhanded him across the jaw.

"HA!" Otto exclaimed victoriously as another tentacle whipped around and smashed Spiderman into the wall. He tried to hold him there but was hit in the face again with webbing as Peter slipped out from his grasp. That webbing…that goddamn webbing was really starting to aggravate him. Peter stumbled away from the arm, his hand clamped around his jaw. He hoped it wasn't broken.

Ow, ow, ow, ow…oh man…that really hurt. His jaw felt like it was hanging onto his skull by a thread. He twisted his head and looked at the gaping wound on his shoulder. Damn it. That was going to leave a scar…

"How's this gonna end, Doc? Huh? Going to keep going at this till we're both dead?" he panted, lifting his mask up to his nose and spitting blood onto the floor of the abandoned diner. Otto turned towards him, still pulling the webs from his face angrily. Peter perked his head up as he saw his chance. He jumped backwards and bounced off the wall towards him, landing a solid roundhouse punch directly into Doc Ock's face. He let out a single howl of pain and staggered backward as two tentacles reacted instinctively and clamped onto the countertop behind him to break his fall. The other two tentacles wavered indecisively around him as Otto stood hunched over, holding his nose and mouth in both gloved hands. He was venomously screaming something indiscernible at Spiderman as blood dribbled between his clenched fingers and splattered on the floor. Spiderman had backed to a safe distance on the wall as the two claws kept their sights on him. One of the claws was still bound with webbing as it tried in vain to flex the pinchers open.

"Tit for tat, Ock, its only fair," Spiderman said, still feeling his jaw.

Otto finally stood upright, wiping across his face and staring at his stained glove. His nose dribbled with blood and he suspected his teeth had cut into his lower lip. He spat on the floor and chuckled, sweat running down his face.

"Alright, I'll give you that one," he said as he launched himself forward again, throwing all his weight against Spiderman as they crashed through the building's other glass window and spilled out into the street. Spiderman rolled away from Doc as cars blared their horns and slammed on their brakes.

Otto stood in the center of the street facing oncoming traffic, bracing himself with two tentacles and throwing the other two at the first car which was skidding directly towards him. Peter stood atop the car parked on the side of the street and crouched, ready to shoot another web to try and stop the out of control car when suddenly two silver streaks shot past him for the car. The claws crunched into the bumper and hood, easily flipping the entire thing up and over onto the traffic behind it. The sound of shattering glass and squealing brakes added to the already screaming masses surrounding the two.

"HEY! OCK! This is between YOU and ME, bub!" Peter yelled furiously. Ock turned back to him and sneered.

"I didn't say I was finished with you, boy," he snapped, twisted his shoulders around as another tentacle snaked around Peter and snapped forward, hitting him directly at the base of his spine. He had enough time to shoot a web upwards and avoided being skewered by another clenched claw, but his lower back was screaming in pain. Peter ground his teeth. He had suffered worse, he tried to tell himself, but he was lying. It was like being hit with an iron girder every time. He sensed the Doc was following him and ducked just in time for the arm to swing by his head. He tucked himself into a roll, bounced off the wall of the building and kicked out, catching Ock in the shoulder. Otto slammed into one of the cars parked along the street and staggered to the side just as Spiderman swung by again and kicked in the door, just missing his intended target.

Peter winced. Damn it. He was causing a lot of damage here. He dropped the web line and shot another one, swinging in low again. Otto turned to meet him, but the arms missed him again as he shot out a web that wrapped around his legs. Spiderman yanked up but found to his dismay he couldn't drag Ock's feet out from under him. Two of the arms had grabbed onto the lamppost and yanked him free, snapping the webs easily. Spiderman landed on top of a car and turned around again to get oriented. Otto was standing in the middle of the street as two free tentacles were hastily plucking the webs from the other two claws. Otto wiped his hand across his bloody nose, his eyes never leaving Spiderman.

Catching his breath for a moment, Peter stood with his hands on his knees and lowered his head. How was he going to finish this? There were people lining the streets now, all of them eager to watch the fight now. The screams of terror had turned into screams of delight as everyone cheered each time something else was destroyed in the struggle. He heard the reassuring sound of cop sirens getting closer, but the relieved feeling faded. They weren't going to be able to stop Doc Ock. It was up to him to restrain the crazed doctor before they got here.

Otto was staring up at Spiderman and didn't see the woman running at him until she had just about plowed into him. The arms wavered uncertainly, not knowing what to do as she threw him off balance and sent him sprawling to the ground. The crowds screamed in delight again. Peter stared in astonishment. What was wrong with all of these people? Didn't they realize people were getting hurt? This wasn't just stuff out of a comic book, for crying out loud!

Julia angrily grabbed the labels of Otto's trench coat and yanked him forward so she could yell directly into his face as she sat straddling his waist. He looked at her in complete shock as the claws scraped the ground in confusion. What in the hell was she doing?!

"Otto for Christ's SAKE! Stop it! What the hell are you doing here?! Have you lost your MIND?!" she yelled, startling herself at how angry and scared she was. The news of the fight had already made it to the radio and it hadn't taken her too long to find these two going at it again. Otto grabbed her hands and pushed her off of him, lifting himself to his feet with the tentacles, but she kept her grip on his coat. Spiderman had perked up, watching the two with great interest. Who was this woman? She was laying it to him! And he wasn't doing anything back! What was going on???

"You don't understand this! This is personal!" he snapped at her, backing up until he was against the side of a building facing the street. She followed, slamming him roughly against the brick. His mouth was agape as she continued to scream at him.

"Yes I DO understand! You're pissed at Spiderman because he has something to hide behind, and you don't! Well you know WHAT? You don't have to be afraid of being exposed! You're…you're so intelligent, and look what you're doing!" Otto was grinding his teeth, exasperated now.

One of his metal arms wrapped around her and pulled her off of him, setting her on the ground as he climbed up the side of the building. She hung onto the arm and glared up at him.

"You couldn't possibly comprehend what this is about! Stay out of it!" he yelled back down at her.

"Otto! Otto, stop it! Leave him alone! You don't have to do this!" she cried, stretching her arms out as the tentacle snaked away to help Otto climb. She watched from below, helpless now. She could see the flash of red and blue across the sky as Peter swung up to meet him in what she knew was going to be a terrible fight. She slowly fell to her knees and shut her eyes, clenching herself tightly. She had no idea what to think. She didn't want either of them hurt, but it looked like someone wasn't going to walk away from this fight alive…

_______________________________________________

Otto had barely reached the top of the building when he dodged a kick to the head from above. He hurdled over the ledge of the building and clambered back on the tentacles as Spiderman came at him swinging. He blocked several of them with his tentacles, but one got through and cracked into his forearm, instantly sending a fresh wave of pain through his body. The blow was returned as a tentacle smashed down onto Peter's elbow, forcing him back against a wall.

"So, Ock, who's your lady friend?" he asked, jerking a thumb over his shoulder. Both of them were sweating and panting now. Otto clenched his arm, glaring at Peter from across the rooftop.

"That's none of your concern," he said roughly. Peter glanced back over the side of the building and then looked back at Otto.

"Looks to me like she's got you whipped, mister," he said, shaking his finger in shame. Otto growled and lunged forward.

"Be QUIET!" he yelled as he drove a clenched claw into Peter's chest, slamming him against the ledge of the roofline. Peter grabbed the arm and jumped up onto it, leaping off and shooting another web to the next building.

"I mean, don't take this the wrong way or anything, but there's something about a girl who likes metal tentacles coming out of a guy's back that kinda freaks me out," he continued, somersaulting across the roof and flipping back over Ock's head as he landed behind him, claws snapping in every direction.

"Shut up!" Otto said again, fiercely grabbing hold of Peter's ankle and whipping him around into a row of metal poles lining the ledge. Peter sucked in a sharp breath as his ribs crunched painfully against the metal, kicking back and hitting Otto solidly in the chest. He staggered back and released his grip, holding a hand against his chest as Peter jumped to the top of the poles, balancing carefully.

"Especially tubby guys with bad haircuts like you!" he joked, pointing.

"SHUT UP!" he yelled as one of the tentacles flew up and grabbled for Peter as he jumped off the poles and swung onto a raised platform. He turned to face Ock again and jumped back in surprise as a claw snapped open and shut menacingly just a few inches in front of his face. He tried to jump away again but the claw latched around his neck and squeezed. Peter clenched the arm and tried to tear himself free, but the claw tightened.

"Enough of your idiotic banter, Parker," he said, walking closer and simultaneously lowering Peter down to his level. Glaring at him, he reached out and grabbed a hold of Peter's mask, distending it as he pulled it into his clenched fist.

"I suppose now is as good as any to get this over with," he said, his lip curled in disgust. Peter let go of the metal arm and grabbed onto Otto's wrist.

"Let's not and just say we did," he said as he tucked his legs up and swung out, kicking Ock right in the throat. Gasping at the sudden and unexpected flash of pain, Otto dropped Peter from his grasp and gripped his neck, watching the web slinger stagger across the rooftop, mirroring Otto's movements.

"Take a fiver, will ya?" Spiderman said, panting as he clasped a hand around his throat. His costume was torn in several places and it was obvious he was hurting. Otto, on the other hand, sporting a bloodied nose and swollen lip, was feeling more fatigued than anything else. He was relying solely on his metallic appendages to move him about now, and that worried him. The arms needed to run off a supply of energy, of course, and he only had so much to give. He lowered himself to the roof and bent over, spitting again, sticking a finger around his bottom lip tentatively. At least the bleeding had stopped.

"I'll rest when you're finally out of my way," Otto said simply, standing upright again as Spiderman leapt from the wall to the roof, warily watching the arms as they followed his movements.

"I guess we'll have to get Chinese delivered then, because this might take a while," Spiderman joked, glancing at his wrist, "I'm getting hungry." As he was talking, Otto spied another conditioning unit within reach, and two of the arms snaked over to the unit, grabbing hold of several pipes and electrical boxes. Spiderman jerked his head up just as the arms tore the pieces off and flung them at him. He jumped the first clump of piping but was slugged in the chest by the second pile of wreckage. He fell to his back and was slow to get back to his feet, just about getting his head torn off by another airborne clump of machine parts. He rolled across the roof and leapt off an adjacent building, charging right for Otto.

"If I can just damage those tentacles…I might have a chance!" he thought to himself desperately as he rammed into Ock. He managed to throw him to the ground, dodging the swinging tentacles and bent his arm around Doc's neck, beating his clenched fist into the metal spine as hard as he could. Otto roared in pain and anger as one of the tentacles suddenly shuddered and fell to the ground beside him.

The steady whisperings suddenly stopped.

Otto's eyes widened and he felt as if all the air had suddenly been knocked from him. The sudden silence was terrifying. He howled again in a rage, twisting violently as another arm whipped around and cracked Spiderman across the head, tearing him off and throwing him against the unit beside them. Otto got to his knees, his hands clamped to the sides of his head as he gasped confusedly.

I can't hear them…oh God…why can't I hear them? What's happened?! He stared at the one tentacle wavering blindly next to him, unable to receive any of the synaptic responses from the spine to its relays. It was as if one of his own limbs had been severed. Slowly the whisperings began again, but they were somehow disoriented and quieter. They had lost their steady, elusive chatter of electronic conversation.

Otto ground his teeth against the blazing pain in his back and stared fearfully at the inoperable arm as it continued to shudder, the claws twitching involuntarily. The other three arced around his body, watching Spiderman as he weakly climbed up the wall across the roof. Otto stayed hunched over on the ground, knowing he could not finish this fight today. He hadn't been careful enough…he hadn't been fast enough. Spiderman yelled to him from the other rooftop.

"Look, if you don't quit it, we're not going to be able to stay friends!" Otto stood up, the damaged arm dragging on the ground behind him. Peter noticed and breathed a sigh of relief. Maybe he really would stop. For now. He leaned forward, feeling a sudden rush of bravery.

"I could just finish you off right now, if you really insist, though," he said, praying to God that Ock would not call his bluff. He couldn't take anymore battering. He was going to have to come up with a better plan to render those arms useless faster next time they met. And he was quite sure that they would meet again.

Otto was lost in his own thoughts though, the whisperings of the voices in the back of his mind frantic. He bent and picked up the tentacle in his hands, feeling it twitch in his grip. He looked back up at Spiderman and narrowed his eyes.

"I'm not finished with you, Parker," he said simply, and turned, walking away, carrying the useless arm in his hands. The other three picked him up and climbed over the side of the building, launching him onto the next rooftop and then the one beyond that.

Peter sighed and climbed down to sit on the rooftop, pulling off his mask and taking a deep breath. He would let him go. He was pretty sure Ock wouldn't take it upon himself to wreck anything else just yet – especially not when it looked like he was out one tentacle. Peter looked down at his wrist, pulling back his glove to look at the time and then lowered his head into his hands. He wanted to talk to Mary Jane; wanted some comforting. He wasn't sure what sort of story he would tell her this time. He sighed as he lifted his head from his hands and saw bruising all along his forearm. Bruises were such a pain to cover up. It was embarrassing, buying women's face powder to hide them, but it was the only way to keep Aunt May out of his hair. He would tell Mary Jane he'd gotten beat up at school again.

What a tangled web we weave. He slowly stood up and pulled the mask back on, glancing down at the shredded condition of his suit and sighed heavily again.

"Sick of spending my Friday nights in my room sewing," he griped, stepping to the ledge of the roof and leaping off.

He was pretty sure no one else his age had to deal with crap like this.