Otto shifted uncomfortably in the passenger seat of Julia's car and grunted, impatient to get out.

"We could have gotten there faster if you had just let me carry you," he said grimly as they were caught by another stoplight. Julia frowned.

"I'm sorry Otto. I …I don't want to risk anyone seeing you," she said. In truth she was really too scared to be leaping across rooftops with him, but she would never say that to his face.

"Besides, we'll be there in a minute." They pulled up behind an abandoned downtown warehouse near the docks moments later. The place was a reputable dump – it was obvious it had been condemned for a long time. Otto gave her a sidelong glance.

"Keeping a low profile?" Julia raised both eyebrows. "Just come and talk with her," she said, exasperated. As Otto climbed from the car, he immediately noticed a dull thumping sound that seemed to vibrate the very air around him. He listened closer. It was bass. Some kind of electronic-sounding music. He started to say something, but Julia held up a hand and raised an eyebrow.

"She's a little…eccentric. Don't let that sway you. Call it a defense mechanism against all the people she's had to put up with in her life, okay?" Otto shut his mouth, suddenly grim.

The interior of the warehouse was in no better condition than the exterior, but far more cluttered. Literally dozens of desks and cabinets were piled in groups across the floor of the warehouse along with benches and tables lined with mechanical equipment, beakers full of colored liquids, and electronics. It was chaos. As they weaved their way into the warehouse, Otto tried to picture Julia associating herself with whoever lived here. How in the world had these two ever been acquainted?

"Andy!" she called, cupping her hands around her mouth. The loud, annoying thumping drowned her voice out. As they rounded the corner, he saw a young woman sitting atop a stool, bent over a workbench. Her hair was a brilliant orange, short and spiked on her head, clashing with her pale skin and horribly bright orange clothes. Behind her stood two tall bass speakers that were rattling the beakers sitting on the bench beside them.

"Andy! Hello!"

Otto raised an eyebrow as all the claws trained on the strange looking woman. This was the young genius? She appeared to be just another punk teenager.

"ANDY!" Julia screamed again, and this time the girl looked up from her work, dropping the tools to the workbench, looking startled. Pulling the goggles she had been wearing down around her neck, she twisted around and turned the volume down, but not off. Otto shook his head, annoyed. His ears would be ringing for the rest of the day after leaving this place.

"Andy, there is…someone I'd like you to meet," Julia said carefully, stepping around the workbench and hugging the girl. Andy looked at Otto over Julia's shoulder. He was still standing undecidedly by the cabinet at the end of the grouping of tables.

"Well come over here and I'll have a look at you. I won't bite."

Otto felt absolutely ridiculous. Was Julia trying to waste his time? He approached them slowly; unable to keep a look of loathing off his face as all three tentacles wavered uncertainly around him. Andy's face suddenly brightened.

"Ah yeah. You're that Octopus guy. You're famous, you know," she said, suddenly smiling. She snatched at a disheveled looking copy of The Daily Bugle lying on the desk beside her and thrust it into his face. "See?"

Otto took the paper from her hands and found himself face to face with his own image. It was a hastily taken snapshot of Spiderman and him the day they had met against the bank building. He looked closer and smiled faintly.

Beautiful. Make a hundred scientific achievements in your lifetime, and no one bats an eyelash. Throw a few cars down a city block and smack around some idiot wearing pajamas…and you make the front page.

He wasn't sure why he was surprised, though. Things like this always entertained people of little intellect and even less refinement.

"I love how you got right in there and slapped Spiderman around like it was nothing," she continued, watching one of the arms as it looked over the items strewn across the workbench. Julia cleared her throat.

"Andy, I was wondering if you would mind taking a minute to check something out?" she began, casting a sidelong glance at Otto, who was still enveloped in the paper.

"Sure thing. I want to have a closer look at these claws, Doc. You built these yourself, right?" she said, reaching out to touch one. It recoiled from her hand quickly and Otto lowered his gaze from the paper to Andy, who still held her hand out.

"Hey man, you really look rough," she said nonchalantly, reaching out and grabbing the clawed tentacle with both hands. "You need to take a shower and get that blood off your face." Otto gave Julia a scathing look but she turned away. Apparently tact was not one of this girl's better qualities. Otto started to protest as she began poking and prodding the claw but thought better of it. Now he would see just how much she knew.

Her gaze turned thoughtful and the smile vanished from her face as she inspected the claw.

"This is far more complex than Oscorp let on," she said quietly, "looks to me like you've got infrared cameras at the center of each arm. I suppose you can't really use these now." Andy looked up at Otto questioningly. He wasn't sure how to answer. He was still wondering exactly how much the public knew about what had happened in the "accident" at Oscorp.

"I am aware of the things they see, but only to a certain extent." She held up a thick cord of twisted metal and held it between the open claws of the tentacle.

"Can you cut through that?" she asked, smiling as the claw easily bent and then snapped the metal. She shifted through the mess on the workbench and picked up a piece of insulated wire. Wrapping it around the claw so the pinchers were folded against each other, she looked up at him again and pointed.

"Try and open them now." Otto glared at the claw as it strained to open again. This was the same problem he had encountered with Spiderman's webbing. Andy unwrapped the wire and tossed it back on the desk, holding the tentacle in her hands and bending the claws back to look inside at the mechanics.

"Seems to me you've got the same problem an alligator does, my friend. A lot of power behind a closing jaw, but very easy to hold shut. I can fix that for you, you know." Otto dropped the paper back onto the workbench along with the dead tentacle he had been carrying.

"And this?" Andy picked it up and eyed it.

"And what happened to this one?" she said, lifting an eyebrow. Otto curled his lip.

"An accident. One I intend to avoid in the future." She set the arm on the table.

"I'll see what I can do with it."

"I would be…grateful." Perhaps it would not hurt, just this once, to accept outside help. Besides, later on she could prove to be a valuable asset. Julia looked back and forth between the two and then shook her car keys in her fist.

"I've got to get back to the lab. I hope you two can behave. Andy, keep the music reasonable." Andy snapped her fingers at her and flashed her a grin. "You got it." She pointed at Otto. "I don't want to read about you in the paper anymore, alright?" Otto put on a fake smile as Julia held him in her gaze..

"I wouldn't dream of it, my dear."

She opened her mouth to say something more, but decided against it, turning and heading for the door across the warehouse. Prove it to me,Otto.

Peter was lying on his back on his bed, staring at the ceiling. Beside him on the comforter was the newest edition of the Bugle. It had a picture of him standing atop a car in the street, posed to shoot a web at the car careening for Doc Ock. It was the worst picture out of the bunch, and of course JJJ used it. From the angle it looked as if Spiderman was doing something to facilitate what was going on, instead of trying to stop it. He sighed bitterly.

Doc had been right, in some respects, that day they had first met at Bank Square. Everything he did out there to help people didn't seem to matter. JJJ, for one, hated Spiderman. He was always putting him in a bad light, right there on the front page, and it seemed like every other form of media portrayed him as a villain too. Why? He rolled over and stared at the wall.

"…people who ignore you, fear you, even, and yet beg for your help when they're in trouble. They're pathetic, aren't they?" Doc's words echoed through his mind and Peter frowned. They weren't pathetic…they just…didn't understand. They never got the full story. They only saw bits and pieces of what was going on. That's all. And not all of them thought he was someone to be feared. That's what kept him going. It was those few who looked at him gratefully when he saved them that kept Spiderman alive. If all he had to worry about were regular old criminals who liked to snatch purses and rob banks, life would be a lot easier. But of course, that wasn't the case.

Otto Octavius and Norman Osbourne. They both had some serious emotional baggage, that was for sure. He didn't think it was possible that he ever could be that important in someone else's life to the point where they were willing to go out of their way to kill him. Peter rolled onto his back, his hands behind his head, and sighed again. He supposed this was another one of his responsibilities. He just wished he didn't have to go at it alone all the time. He couldn't confide in anyone. The only ones who knew his secret were people who wanted to make his life miserable. His face suddenly darkened.

If Ock had his way, he wouldn't have to worry about any of that anymore, would he? Outside, it was beginning to rain again, and Peter slowly sat up and swung his legs off the side of the bed, leaning his elbows on his knees and laying his head into his hands.

Rain again. That's all it ever did anymore these days.

Otto stayed late into the night at Andy's workshop as she worked on all four of the tentacle's claws, refining their strength and cleaning the grime from their joints. Otto found her eccentric personality to be a surprisingly welcome change to the regular banter of many of the nameless crew he had once worked with at Oscorp. Andy's true strength lay in electronics and machinery, but she also dabbled in chemistry, giving way to a lengthy exchange about various chemical and radioactive experiments.

"I've been doing all the talking here, Otto, what about you? You gonna tell me just what kind of "accident" fused this contraption to your spine?" Otto thought for a moment before speaking.

"I'm afraid there are some topics which I am unwilling to discuss," he finally said. Andy was bent over the last claw, digging at a joint with a fine pick instrument.

"Ask me no questions, tell me no lies, then, eh?"

"I suppose so."

"That's alright. I'm just being nosey. Okay. Let's snap this other tentacle out of its funk. Let me see where they connect to the belt," she said, turning on the stool. Otto hesitantly dropped the trench coat to his elbows again, suddenly feeling very conscious of his metallic appendages. Andy whistled.

"Damn. That's quite a mess you've got there, Doc. Can't say I envy you," she said, leaning forward and pressing her hands on his back. "Lean forward so I can see better."

It felt like some kind of doctor's examination. Otto grimaced at the unpleasant thought and quickly tried to think of something else.

She dug her finger into the upper section of the segmented spine near his neck and Otto jerked forward. It hadn't hurt, but he had felt it.

"You've got some exposed wiring in here. Looks like some of these were pinched inside the separate segments. I guess Spiderman really laid it on you, huh?" She picked up a tool from the bench and hunched over to work on the spine. Otto leaned on the workbench at his side, frowning.

"As I said before, a mistake I plan to remedy after tonight." Andy worked in silence for a good while until Otto straightened unexpectedly. Andy sat up too, one of the many instruments dangling from between her pursed lips falling to the floor in surprise.

"What? What's wrong?" she asked, fumbling to pick it up from the floor.

"I can hear it again," he said simply, and the lifeless tentacle on the bench beside them suddenly jolted as if it had been shocked. It twisted around and flexed its claws, focusing on the scene before it. Andy smacked the table with her palm. The whisperings were rhythmic again. Whole.

"Damn skippy! I told you I could get it working again," she said, shoving Otto back into place. "Keep your pants on, mister. We're not finished yet. I'm soldering a new layer to each segment here – you won't have to worry about it taking a beating anymore," she said, her approval of her work evident in her voice. It was only another few minutes before she sat back and tossed her tools onto the bench.

"There. I'm done. It's a work of art, I might add." Otto stood and turned to face her, not bothering to hide his satisfaction with the improvements. The claws snapped open and shut and flexed around him as he slipped the trench coat back over his shoulders. He brought the newly functioning tentacle around and lay it across his hands, the claw opening wide as he peered down at it. A work of art? He smiled faintly. Now that was an interesting way to view the metallic arms. Otto slid the tentacle from his hands and flexed it back behind him, folded his arms behind his back after pushing his sunglasses up the bridge of his nose.

"I am in your debt," he said, his words genuine. Andy shrugged.

"You're a fascinating guy, Otto. I always root for the underdogs." She slipped off the stool and headed for another part of the warehouse, picking up The Daily Bugle and shoving it under her arm.

He followed her to what looked like a crude kitchen area. Pinned on the wall were dozens of newspaper clippings from years ago. Most of them had something to do with mutants or natural disasters.

Earthquake in Downtown Industrial Park!

Unexplained Tremors Have Officials Puzzled

Unregistered Mutants: Threat to Society?

Andy slapped the paper down on the counter and stood between him and the wall clippings, blocking his view.

"I like to keep up on my current events," she said flatly, unfolding the paper and reaching for a pair of scissors. Otto shifted to the side, glancing back at the clippings. Most of them were several years old. Raising an eyebrow, he watched her cut out the front page photograph along with the corresponding article and tape it on the wall with the other articles. He walked to the door, unsure of what to say in parting.

"You lied to her, didn't you?" Andy suddenly murmured, standing back to look at the montage.

"Lied to who?" he asked, stopping near the door. Andy turned from the wall full of articles, hands on her hips.

"Julia. You're going to be all over the newspapers from here on out. I don't know what she thought was going to happen after bringing you to me. Personally, I think she's infatuated with you. Don't know how, but you've got her wrapped around your finger. Tentacle. Whatever." Otto was silent. Julia was an optimist; blind to the cruelty of reality. He lowered his gaze to the floor, his expression solemn as he forced her from his thoughts.

"Before I go, I do have one question for you," he said, looking back over his shoulder. She shrugged.

"Shoot."

"How did you two meet?" Andy smiled weakly and shifted uncomfortably.

"She's …ah…she's my sister. Doesn't really surprise me she didn't tell you that." He hadn't been expecting an answer like that, and it must have been apparent. Andy snorted and walked to an old refrigerator against the wall.

"Like two peas in a pod, aren't we?" she said sarcastically, rummaging through the shelves of the fridge. "She doesn't approve of my way of life; doing odd jobs here and there for less than reputable people. She wanted me to go back to college and get my Masters. Be like her." She stood up, holding a bottle of soda in her right hand. "That life isn't for me. Why would I want to sit cooped up in a little lab with a bunch of people who pretend to like me, but really they're only being civil because they have to? I don't want to sound like some arrogant bitch or anything, but I think I'm at my best when I'm alone. You know?"

Otto swallowed. I know. He cleared his throat.

"I don't doubt our paths will cross again," he said, walking to the exit. Andy waved briefly at him, standing in front of the open door of the fridge.

"Knock 'em dead, Doc." It was a poor choice of words.

Otto smiled as he walked outside the warehouse and extended the tentacles, preparing to do a little homework after stopping by his apartment to clean himself up. Rain splattered across his face as he looked up at the dark skies overhead.

I plan on it.