Peter lay his head down on his hands for a minute. Just a minute, he swore. It felt so nice to shut his eyes after having been sleep deprived over the past few nights. It didn't matter what he did – he couldn't fall asleep. He kept seeing Doc Ock whenever he shut his eyes, following up by the sound of Norman's cackling. That and his body ached from being hit from just about every direction. As he rested on his desk, his mind wandered to last night's conversation with Mary Jane.

"Peter, you've really got to start standing up for yourself. You can't just let those dorks keep pushing you around like this," she had admonished, helping him doctor his wounds in his room.

"Shh. Not so loud. Aunt May is asleep," he whispered harshly, wincing as she probed at the cuts on his face with a washcloth. She rolled her eyes at him.

"Sorry. But honestly, Peter. They're going to beat you into a bloody pulp one of these days. The last two days you've skipped out on es and then when you come back, you look like you've been hit by a truck!" she said in a hushed voice, angry now. Peter sighed. She was so close to the truth of the matter. So many times he's wanted to tell her. To confide in her. To have someone else bear the weight with him. He turned his head away. It wouldn't be fair to put that on her, and it wouldn't be safe, either.

Spiderman was his, and his alone to carry.

She shook her head.

"Its not like I try to get beaten up, you know," he said pitifully. She sighed and dropped the washcloth onto his bed, putting her arms around his neck.

"I know you don't, Peter, but it worries me to see you like this. You look terrible." Peter snorted.

"Thanks a lot." She leaned back and smiled.

"You know what I meant."

"Yeah, I know. I haven't been sleeping that well, I guess." Mary Jane cocked an eyebrow and pointed to the pile of papers and miscellaneous chemistry equipment set up on his desk.

"Fooling with your experiments all night again?" she asked knowingly. Peter smiled weakly.

"Yeah. Sure." She stepped off his bed and reached for her book bag.

"Well, look, we have a big trig test tomorrow, and I'm beat, so I'm off." She leaned in and kissed Peter before she let herself out onto the small balcony outside his window and began to climb down the wooden rose grid attached to the side of the house. He watched her leave, waving as she turned at the end of the gravel driveway, and then shuffled to his bed where he flopped down and buried his head under the pillow.

"I don't TRY and get beaten up!" he had yelled into the mattress.

Suddenly there was a sharp smacking sound in front of Peter.

He jolted upright, staring up at his teacher. . He was in . Shoot. Had he fallen asleep? She picked up the ruler and whacked it into the palm of her hand. Some of his mates snickered.

"Mr. Parker, would you be so kind as to grace us with your knowledge about last night's essay question?" Peter slapped a hand to his forehead and pulled it down his face.

He had forgotten about that.

Otto stood atop the roof of the main chemical warehouse inside the Oscorp manufacturing facility, flipping through the thick manila folder he had just swiped from his old lab room; which, interestingly enough, had not been touched since he had disappeared after the accident.

Were they waiting for him to come back, meek and willing to comply with their demands? He snorted to himself. A few more days of this and he was sure Osbourne would up the number of "agents" out looking for him, although he had yet to see even one of these so called hit men.

Send however many you want, Osbourne. He smiled to himself as the two top tentacles snapped open and shut sharply above him. Send whatever you can throw at me – I'll throw them right back.

Above him the skies were dark, a deep rumbling in the distance promised a downpour, but Otto was in no hurry to leave. In his hands he held the most important document that had been, until just recently, held in the highest security computer system of Oscorp Industries. Information only a select few were able to access – including Otto. He smiled. Information that was now wiped clean from the database; the only copy remaining being the one he held now.

It was Peter Parker's file. Spiderman's file. He had never bothered to read through most of it. Only the genetic information had been important at the time. A good bit of the paperwork was useless; a montage of early childhood photos and a family tree documenting his ancestry. He continued to shuffle through the pages, finally stopping at one in particular.

"Ah. Now this is most interesting." Holding up the most recent file in the bunch, he gazed at the black and white photo pinned next to a column of text.

"Mary Jane Watson. Your significant other, Parker?" The next few pages were black and white shots of the two together, outside his campus, his home…the Daily Bugle. A hand-written scribble accompanied the last photo. "Parker works for the Daily Bugle. Now we know how they get all those photographs for the front page!" As the first few drops of rain fell across his face, he slid the documents back into the folder and pocketed the whole envelope. This was something he never expected to find – the icing on the cake, so to speak. But there was still much to be done.

Just as he was climbing down from the rooftop to enter through the topmost ventilation window, he saw Julia's black car entering through the gated driveway beyond the security tower. Good. She had decided to meet him, then. She hadn't sounded willing on the phone earlier that morning.

"Why do you need me there, Otto? Why not just do it yourself?" she said, sounding worried. For a brief moment, Otto felt a pang of guilt. He probably could do it himself, but it would mean leaving a trail of evidence behind. It would be incredibly easier with her help. The guilt faded quickly. They would be in and out in no time.

"As you already know I cannot use my own pass card to access the specific chemicals I need in chemlab vault."

"For the Spiderman serum?"

"Indeed. Would you rather I let myself in?" Julia sighed on the other end.

"No, Otto. I'll be there. I'll get you what you need. You're really going to continue the research? Outside of Oscorp? What will you do if you actually make it?" Otto felt his patience dwindling.

"I will do what every good scientist should," he said cryptically. "I'll meet you at the chemlab soon."

And he hung up. Beside him on a workbench swept clean of electronics and other equipment, Andy sat cracking her knuckles. She took the phone from him and set it back on the charger, grinning widely.

"So she'll help you? That's awesome! You know, I offered my place so you could have space to work, Otto. I'm really curious. I want to see you do this," she said to him as he walked towards the door of her warehouse. He had accepted her offer – there was no other place he could go at the moment.

"Curious about the experiment?" he asked over his shoulder, pausing by the door. She nodded. "Yeah. I wanna see history in the making, you know?" Otto chuckled.

"History in the making. Of course." And he left.

Otto was already waiting by the chemical vault door as Julia ran inside, shaking out a dripping umbrella. He had already noted with a mixture of satisfaction and yet disgust that the cameras were still inoperable. Either no one had noticed they had stopped recording the video feed, or they were taking a long time fixing them. It made no difference to him anymore. She flashed him a brief smile as she tossed the umbrella to the floor beside the door and pulled her pass card from her pocket.

"Sorry I'm a little late. It's pouring out there and the traffic was awful." Otto gave her a crooked smile and gestured with his hands.

"Traffic is no longer an issue for me," he said as she brushed past him to insert her key and press the combination to unlock the huge vault door.

"Yeah, I'm sure. Listen, I'm only doing this because I really trust you on this. I know you'll make that breakthrough on the serum. I'm a little surprised, really, that you're still willing to work on it. I'm just sorry that…things are the way that they are," she said bluntly, pulling on the huge metal vault door futilely. Sheepish, she paused to look at the tentacles wavering by Otto's sides and then backed away.

"Allow me," he said simply.

Otto reached forward and yanked open the door easily with one tentacle. They both stepped back as a white cloud erupted from the door as the room was decompressed. It evaporated instantly. He stepped through almost hesitantly, the tentacles poking in after him as if curious.

"I assure you, my dear, my intentions are exactly as I have stated to you before. The serum is within my grasp. In a day or two, theory will become reality," he said in a low voice, as if he had entered some kind of sacred space. The lighting was dimmed inside the vault. Each chemical vial was labeled and stored in its respective holding case, each numbered and lined on metal shelving units. This was the treasury of every dangerous, and more importantly, expensive, chemical used sparingly in each of the 'Spiderman' tests. He knew taking even one vial out of the numbered case would result in immediate suspicion if the logs had not been properly submitted into the database, and this is where Julia would come into handy. She had agreed to fill out the necessary paperwork after he had taken what he needed. She stood behind him, watching as he slid the small vials from their casings and nestled them carefully in a padded container.

"I appreciate your help," he said, turning and closing the lid to the container. She could not see his eyes through the glasses he wore. She wished she could. They had once been kind.

"Don't mention it," she said quietly, lowering her gaze to the clipboard she held in her hands. "What's that last one? DK 13, right?" Otto nodded and put the vials inside of the deep pockets of his trench coat. Scribbling the authorization on to the paper, she turned and walked to the door, standing in the doorway with her back to him. Otto glanced sideways at the other chemicals for a moment.

No need to be greedy.

Julia slowly turned on her heel and leaned up against the vault doorway, hugging the clipboard to her chest.

"Otto…I really wish…" she looked away for a moment, her eyes glistening. Otto looked at her and sighed softly. Don't say it. Please. Don't. She wiped at her eyes quickly and then looked back down at the clipboard in her arms.

"I really wish you and I – " she started again, but Otto had reached out and pressed his fingers to her lips, his expression somber. She looked up at him but he would not look her in the eye, letting his hand fall back to his side. He cleared his throat.

"I think it's best…if we keep things the way they are," he said quietly. She took a deep breath and put her hand out, laying it against his shoulder.

"Why? Why do you shut me out like this?" she said, her voice barely over a whisper. Otto swallowed, unable to answer.

Because I know how it will end. He looked at her and felt a knot forming in his throat as a single tear ran down her pretty face.

Because I don't dare involve you in this…disaster…that is my life, any deeper than you are now.

Suddenly he wanted nothing more than to take her into his arms. To feel her against him again. But she dropped her hand from his chest and wiped her face again, turning and leaving the vault. Otto closed his eyes for a moment.

Stop her. Don't let her walk away… He opened his eyes again, suddenly feeling very drained.

I can't. She's better off if – Otto looked up, his train of thought lost as he saw Spiderman dangling upside down from a web line caught up somewhere in the high rafters of the warehouse. He sneered and gripped the sides of the vault, his grief dissolving quickly.

No, not here! Not here, you fool! He angrily left the vault doorway and slammed the door shut with a tentacle, the other three snapping open and shut fiercely. There was a hissing sound behind him as the room sealed shut again. Spiderman waved at Otto.

"Ock, I gotta say, this place is every amateur chemist's wet dream! What I wouldn't give to have even half of this stuff!" he cried, spreading an arm wide to point at the lab equipment below.

"I'm afraid this is a most inappropriate time and place for any sort of conversation, Parker." Otto moved closer, glaring up at him as the tentacles snaked around him. Spiderman visibly winced, twisting just enough to let Otto know he was looking down at Julia, who was standing against the wall of the warehouse, gripping the edge of a shelving unit in front of her, looking terrified.

"I'd really appreciate it if you'd refer to me as 'hey, you', or 'hey, stop kicking my face in', Ocky. Or if its not too much to ask, 'Spiderman' will do nicely," he quipped.

Otto jerked a thumb in Julia's direction.

"One of the privileged few who already know your identity. We have few secrets here," he snapped. Spiderman saw two tentacles snaking towards two metal containers lying on the floor. Suddenly he realized that this room and all the beautiful equipment inside it was going to get trashed, and mentally smacked himself across the head for not waiting until he was outside to confront Doc Ock.

"Please, Otto, don't fight! Please, just stop! Both of you!" Julia's voice rang out from the back of the building, her voice shaking. Otto turned towards Julia and stared at her, sudden realization dawning on his face. All the tentacles turned their attention in her direction. He pointed at her accusingly, his expression suddenly livid.

"Was this why you agreed to come, Julia? Thought you'd give Spiderman another chance to bring me down?" Julia stared at him, wide eyed, her mouth agape.

"Wh-what are you talking about?" she stuttered, her hand rising to grip her throat. "I did no such thing! You really think – " A tentacle flew out and smashed into a computer processing unit standing beside her, knocking over one of the DNA sampling machines as well. Julia screamed and covered her head as the battered machine crashed into the window wall of the first lab grouping. Shards of glass exploded from the frame and littered the concrete floor. Peter whimpered.

That machine had to be worth a couple thousand bucks! He lowered himself silently on the web. He had to stop Ock before he destroyed everything. Or worse…hurt that woman. Julia something or another. He recognized her from before; she had run up to Otto in the street yelling about something. He still wasn't how the two were related. He grimaced. He didn't want to know.

Otto was nearly on top of Julia now. "You told him I'd be here, didn't you! You …" Suddenly he stopped, hearing the faint sound of sirens in the distance. Sirens. Cops. Furious, he thrashed all four tentacles into the shelving units around him, the sound of busting glass and shearing metal amplified inside the cavernous warehouse. Julia was crouched by the wall now, covering her head and sobbing.

"You CALLED the POLICE?! You think THEY would be ANY match for ME?!" he roared, enraged at the thought of her betrayal. He stopped suddenly, having forgotten about Parker, and spun in time to see Spiderman swinging down directly for him.

"No, you goofball, that's why I'M here!" Spidey hollered. Two tentacles flew up to block him but it was too late. Spiderman slammed both feet directly into Otto's chest and shoved him brutally into the wall behind him. Stars and blinding white light exploded across his vision as crushing pain erupted from his chest and head as it cracked against the reinforced metal wall. The tentacles flailed in confusion as Otto tried to get his bearings. Two of them smashed into another large rack of chemicals and a sudden spark from metal clashing metal flashed brightly as the splattered liquid caught fire.

Julia screamed again, scooting away from the growing flames as they licked across the floor with the spreading pool of chemicals. Spiderman ricocheted off the wall and threw another web line, jerking himself back and turning to come in for another hit.

He thinks she somehow called me over here tonight? What, do I have a hotline now? Give me a break! He doesn't give me any credit! I figured he'd come back to Oscorp to do something stupid like this, and I was right! Peter dropped the webline and reached out to shoot another one as he looked down at the spreading fire, exasperated.

"Oh this is just GREAT…gotta put a fire out now too," he thought to himself as he prepared to knock Ock unconscious. He was struggling to get to his feet. Peter gritted his teeth. Stay down! Stay DOWN!

Otto tried desperately to get up as the fire spread closer, trying to see through the pain as Spiderman dove in again. This time he managed to pull himself out of harms way, focusing entirely on moving the tentacles. Every breath sent searing pain across his chest. Little brat! Enraged, he managed to leap sideways, over the searing heat of the flames, gripping onto a support column with two tentacles as Spiderman swung back around again. Otto looked down at Julia, huddled terrified in the corner as the fire spread, beakers and jars on nearby work tables exploding from the heat as flames crawled eagerly along the floor. Fire began to eat at the desks and cabinets scattered across the lab area.

I didn't want this…this wasn't supposed to happen. Otto turned his attention back to Spiderman. This was his fault! If he hadn't shown up, this wouldn't have happened!! WHY did she tell him? Why did she think bringing him here would help solve ANYTHING?

"Shoot. Now he's paying attention," Peter thought as he swung up and landed on a rafter, watching as Otto climbed up to join him. He pressed his sunglasses further up his nose, sweating now from the heat. Below them, flames were leaping higher and higher as the fire attacked a nearby electronics system. The foul smell of burning plastic and who knows what else was making Peter dizzy, and he looked down at Julia. She had passed out on the floor from the noxious fumes just a few feet from the wall of flames licking up the sides of a tall cabinet. He looked from Ock to Julia and crouched on the metal support beam.

"You cease to amuse me, Parker. I will forego the rewarding experience of seeing you reveal yourself of your own accord if it means I can avoid any further delays in my work," he snapped, twisting violently as two tentacles simultaneously whipped out and snapped at Peter as the other two tentacles thrust Otto forward across the beam. The sirens were closer now. He had to hurry this up - he was in no mood to deal with hordes of policemen, especially not when he was hurting like this. Below them more glass shattered as the fire continued to spread across the warehouse floor.

"I'm sorry to disappoint you, Ock, but I'm not the type of guy to take it all off on the first date!" Peter joked as he flipped backwards, just out of reach, again and again as Otto lunged farther down the girder, the tentacles swinging viciously in an attempt to throw him from the beam.

I gotta get to Julia. I've got to get her before the flames do… Peter focused on getting himself back down and over the pool of flames gathering beneath them. The support beam ended against the corrugated metal lining of the roof and he bounced off it, shooting another web line, barely escaping the last tentacle as it clipped his ankle. Otto teetered on the edge of the girder, hesitating, but finally threw himself off after him, the tentacles stretching out to grab him. Peter twisted his head just as Ock landed on him. He hadn't expected that at all and lost his grip on the web. Ock crushed him in the coils of two tentacles as they fell towards the flames, twisting him around so he could look at him.

"Hey! HEY! Leggo!" he said frantically as he realized both his arms were pinned to his sides. I can't shoot a web! I'm gonna get squished! Ock leered at him as the ground rushed up to meet them, smiling wickedly.

"Save yourself, Spiderman - spin another little web to break your fall," he hissed just before they crashed onto the concrete floor below inside a ring of flames. Otto had broken his fall with two of the tentacles, but Peter saw a flash of white as the wind was knocked from him and his shoulder blades cracked painfully against concrete.

Otto uncoiled the tentacles from Spiderman as he watched the boy writhe in pain on the floor. He reached down and roughly clutched the top of the mask in his fist, ripping it off and tossing it into the fire. Peter tried to speak, his hand reaching out, but he started coughing again and collapsed.

"Pathetic. I expected more from you."

Otto snorted to himself as he climbed up and out of the small circle of flames where Peter lie. He could hear sirens just outside the warehouse now. There was the piercing scream of a fire engine in the distance too. Outside the police were hollering orders while cars screeched to dead stops just outside the doors. Twisting around on the metal support pillar, he saw Julia on the floor, dangerously close to a flaming cabinet. He ground his teeth and stretched out with the tentacles to reach the next pillar. Grabbing hold, he carefully pulled himself over and proceeded to the next column as the fire raged below.

Just a few more. Just a few more and he'd reach her. They had to get out of here before the police burst in.

Peter had curled into a fetal position on the floor, trying to take feeble breaths as he curled his arms around his ribs. It felt as if he were being roasted alive.

Oh my God…I can't…I can't get up…can't…breathe… He rolled over, willing himself to get up – the police were going to come in here any minute, Ock would be gone, and once again, he'd be blamed for this mess. JJJ would absolutely eat that up. Choking on the acrid white smoke that was now billowing up from the chemical fire, he managed to get to his feet. Shooting a web up to the rafters, he weakly pulled himself up and out of the flames, hugging the iron rafter with his whole body as he collapsed on it. He wiped the sweat from his face and sat up, a sudden wave of adrenaline filtering into his system.

"My mask," he said aloud, standing on the rafter. Ock had torn off his mask! Damn it! He…he had to get out! How was he going to get home like this? He looked down, scanning the ground for any sign of Julia. Ock was making his way from pillar to pillar across the warehouse, towards the huge skylights. He clenched his fists.

Running away and leaving your mess behind for someone else to clean up, Ock? Angry, Peter prepared to shoot a web out and swing down to get her, steadying himself to make sure he could do it. His head felt so heavy from all the smoke… Suddenly he froze, watching in horror as the cabinet that had been engulfed in flames began to crumble and fall forward. Directly on top of Julia. Ock had just curled his tentacle around the last pillar as the cabinet fell – almost in slow motion. Peter clamped his hands to the sides of his head and sank to his knees on the beam, nearly toppling off.

Oh my God…I wasn't there…she…oh my God… he squeezed his eyes shut and wiped his forearm across his brow. I couldn't – Peter looked up in surprise as he realized what it was he was hearing – a terrible howl of anguish echoing through the flaming warehouse. Ock was hanging from the last pillar, bent over, clutching his face in his gloved hands, hovering just above the floor over the bonfire raging across the warehouse.

She was gone.

Otto felt his breath coming in short gasps. I never…I NEVER would have…hurt her…Julia…oh God…forgive me… Fleeting, disconnected thoughts ran through his mind as he struggled to understand what had just happened. Voices. The whisperings were frantic again.

He was too late.

He had spent too long dealing with Parker. If he hadn't…if he hadn't stopped to pull his mask off…if he had just moved a little faster…

I wasn't there … I didn't save her…I was too slow … He looked up; letting his hands fall to his sides, glaring at Peter above him in the rafters. You did this. This happened because of YOU.

Otto suddenly howled murderously as he climbed up the pillar and smashed out the skylight with one of the tentacles, swiftly pulling himself up and out. A huge clap of thunder shook the warehouse just as the doors were kicked in, and policemen began yelling and calling for the fire hoses.

There's nothing else I can do here…Wiping his face again, Peter shot a webline to the skylight and followed Ock outside onto the roof of the warehouse, hoping no one noticed down below. Lightning streaked across the sky as Peter scanned the horizon for any sign of the doctor, but he was gone already.

Peter looked down at his feet and then squeezed his eyes shut, covering his face. He had failed. He should have moved faster. He should have done something. Cold rain battered him from all angles as the storm raged on overhead. He lifted his head from his hands and stared up at the gray skies, realization suddenly spreading over him as the needle sharp drops of rain splattered across his face.

Octavius had been trying to reach her too.

Peter closed his hands into fists and lowered them to his sides, grimacing. He wasn't just going to leave her there, then. But he had failed too. Peter slowly walked to the edge of the warehouse and looked down at the handful of police cars and few fire engines as they tried in vain to quell the raging fire inside the Oscorp Chemlab. Taking a deep breath, Peter turned and ran to the other edge of the warehouse and leapt off, catching a web onto the guard tower and hurling himself high into the dark, threatening sky.

It didn't matter how many people he had saved – it was always negated by the one he couldn't.