Peter nervously glanced behind him for the tenth time as he pulled his chair up to the table outside the Blue Moon Café. A few days had passed since the incident at Osborn Chemlab and he still had not calmed down. Every time he turned around he expected to see Ock standing there, ready to batter him within an inch of his life again. But he'd not seen hide nor hair of the man since that night. Mary Jane was giving him a crooked smile when he turned his attention back to her and he weakly smiled back.

"Are you expecting someone?" she said, taking a long sip from the mocha coffee he had just bought her. Peter picked up the cinnamon bun sitting before him.

"I'm sorry. I…I thought I heard someone calling my name. I guess I'm hearing stuff," he joked, taking a big bite.

Actually, my Spider-sense is a live wire today. I swear I think danger is around every corner. I gotta chill out.

She reached for his hand and squeezed it reassuringly as she set her drink down, leaning forward on the table to look at him.

"So how is it going at the Bugle? You've been so quiet lately I feel like I've missed out on a lot," she began, holding out a napkin as Peter finished off the pastry. He looked at her, lost. She pointed to her chin.

"You got a little…bit of stuff," she said, gesturing. Peter blushed.

"Thanks," he mumbled, wiping his chin clean roughly with the napkin. "Uhm…yeah, work is fine. You know, the usual. JJJ is always riding me for something. I know its because he thinks I'm just another dumb kid," he told her, looking past her shoulder down the quiet, narrow street. The hairs were standing up on the back of his neck now. What was going on? Mary Jane hadn't noticed, taking another sip of her coffee.

"Yeah, but the pictures you take of Spiderman are so amazing. How you manage to take such incredible pictures is beyond me," she said, leaning her chin on her palm and tapping the current Daily Bugle paper on the table beside her drink. "I know you two must be in cahoots," she joked. He glanced down at it, still distracted, and saw the picture he had gotten of himself webbing up another nameless robber. The picture was actually old, but lately he hadn't been able to set his camera up in time to get anything else. It didn't matter – JJJ had given it another degrading headline that slammed Spiderman as a criminal anyway. He looked away. He was having a hard time focusing lately. Another tingling in the back of his mind forced him to glance over his shoulder again. Mary Jane sighed, exasperated now.

"Peter. You really need to take it down a notch, babe. I don't know what you think you hear, but there's nothing there!" she said, throwing her hands up in the air. He turned back around and sighed.

"I know…I'm sorry," he said quietly. But something is going on…

Otto stood on the corner of one of the busiest four lane streets in the city, a cigar jutting from between his teeth and his hands in his pockets, watching the traffic rush by. He was just a few blocks away from where Parker sat now with his lady friend. Wisps of smoke trailed from his pursed lips as he looked at the red stop light at the intersection, gazing down at the long line of cars.

The walk signal began flashing in warning to the people still in the crosswalk and seconds later, the light flickered green. A few horns blared immediately, and they all slowly began to move again. Everyone was always in a hurry – waiting for the light to change must be an agonizing delay for these people. He took the cigar from his mouth and pinched the smoldering tip out with his gloved fingers, putting it inside one of the inner trench coat pockets.

He knew the importance of having patience.

He had seen Parker and Mary Jane together as they left their high school campus only an hour or so ago, standing in the shadows between buildings as they passed. Peter had nervously looked back over his shoulder afterward, making Otto smile.

Can you feel me watching you, Parker? Can you hear me thinking about what I'm going to do? He had watched them for another block or so and then returned here, where he had stood watching the traffic.

Will you hear this, too? Otto let the tentacles unfurl from beneath the long green trench coat. Two young girls who had been standing beside him waiting for the light to change gasped. One of them reached out and touched the lower tentacle, and Otto looked down at her, the claw opening wide as it turned to look at her. She looked up and him and gave him the thumbs up sign. He cocked an eyebrow in surprise. He hadn't expected that.

"That's a cool costume, mister. You some kind of robot? I'm gonna to be a dinosaur for Halloween, 'cuz my mom made me a suit," she said, watching as he clamped onto the lamppost beside them. Smiling slightly, he turned over his shoulder and pointed to the store behind him.

"Fascinating. Why don't you two do me a favor and give me some room?" By now some other people had noticed the tentacles and were pointing. The second girl grabbed the other's hand and pulled her back under the store awning.

"Whatcha gonna do, mister?" she asked, her eyes wide. Otto turned back to the lamppost and tightened his grip.

"I'm going to phone a friend," he said, ripping the lamppost from the ground with a sharp twist of the claws. Wires overhead popped as they were wrenched from the top of the lamp, swinging back against the metal post on the opposite side of the road. The girls behind him squealed and clapped gleefully. They weren't his only audience, however, as a young couple walking down the other side of street had stopped to stare. A few tourists were snapping pictures. Otto ignored them all, bracing himself against the sidewalk with two tentacles and holding the lamppost up in the air with the other two as if it were a baseball bat. The cars still hurtled by in the busy four-lane street, but he didn't move. Not yet. Not yet…

A smile spread across his face as an eighteen-wheel MAC truck appeared in the distance. It was barreling down the street towards the intersection, probably trying to make the light with the rest of the traffic. Otto waited until the truck was only a few yards from the intersection – and swung the metal post.

Across four city blocks, Peter suddenly jumped up from the table, his chair just about falling over into the couple sitting next to them. MJ looked up at him, her hands frozen midair. A shooting pain was stabbing him directly behind his eyeballs.

Jesus! What the HELL?! he yelled internally, clutching one hand to his forehead.

"Now what?" she exclaimed, clearly confused. Peter turned back to her, trying to gesture with his hands.

"I, shoot, I, uh, just remembered something, MJ, I gotta jet. I uh…I forgot to pick up Aunt May's prescription this morning. I really have to get that to her. I'll see you later tonight, okay?" he lied, backing away from the table. Mary Jane gave him a slow wave goodbye.

"Well, okay, Peter. I'll…I'll see you tonight, then," she called as he turned and ran down the sidewalk. She made a mental note to buy him a planner for his birthday. That boy was always forgetting about everything.

Otto's entire body jarred with the impact, all four tentacles shuddering violently as the lamppost shattered the Mac's windshield and sheared into the front wall of the trailer itself. He released the warped post and jumped back, adrenaline coursing through his body as he clambering back on four tentacles to watch. The truck twisted violently as the lamppost swung around and hit the side of another building, digging a long trench into the brick wall as it scraped past. Two cars driving alongside the trailer swerved as the Mac truck jackknifed. One flew up onto the sidewalk and plowed through the front of a bakery while the other crashed against the stoplight post. The thick smell of burning rubber filled the air as the emergency brakes locked down on the back tires of the trailer, but it was far too late to do any good.

Otto climbed up the side of the building near the intersection and stood atop the roof. People scattered below, screaming and running from the intersection as three more cars from the opposite lane smashed headlong into the trailer, which was sliding along now on its side, sparks flying in all directions as it tore into the pavement. The cascading effects of the jack-knifed trailer were delightfully devastating, and he clasped his arms behind him, watching his handiwork unfold before him with a wicked smile curling his lips.

I did this.

Peter ran down a side street, tearing his shirt over his head and ripping his belt from his pants. Thank God no one was wandering down the narrow alleyway – luck was with him for once. He pulled his mask from his pocket and pulled it over his head as he flung his wrist out and jerked himself from the ground, kicking off his pants and shoes as he flew up.

What the hell is going on with my senses today?! His heart was racing as he threw another web line, abruptly turning down a main street, leaping off a lamppost and launching into the air again.

Something terrible has happened. I just know it.

The trailer skidded along the pavement, taking out four more vehicles before finally crashing to a halt against the building on the opposite side of the intersection. Tires screeched as cars, still flying along at top speed from the south side, came face to face with an absolute mess of twisted metal and glass, adding to the carnage as they too collapsed into the underbelly of the overturned trailer.

It was almost musical.

Otto laughed as he leaped off the side of the building and caught the ledge of the next roofline, pulling himself up and over effortlessly, making his way to the Blue Moon Café four blocks away. He crossed over an alleyway just as Spiderman passed underneath. But Peter had not seen him. His mind was elsewhere.

He was too terrified of what he would find just down the street. He could already see a trailer, its twisted frame lying on its side with a metal lamppost protruding from its busted windshield.

Oh Jesus…what happened…

Mary Jane set her empty cup aside and unfolded the paper before her on the table, looking appreciatively at the interior photos Peter had snapped recently. The people sitting opposite her at the small outdoor café suddenly gasped, and she looked up. They were tripping over each other to get away now. MJ watched them, both eyebrows raised. What in the world? They knocked over several chairs as they ran for the small gate that enclosed the café, yelling something indiscernible as they both leapt over the short railing. The waiter behind her dropped the tray he had been carrying and ran back into the café too. She looked down at the paper now bathed in shadow and gasped, twisting violently in her chair to look behind her.

Otto smiled down at her, a lit cigar stuck between his bared teeth.

"Hello," he said softly. Mary Jane's mouth fell open as she stared at him, dumbfounded.

"Mary Jane Watson, I presume. Such a pleasure to meet you," he said, the cigar bobbing as he spoke, extending an open claw in her direction. She couldn't move for a second, fear paralyzing her in place. She tried to speak but all she managed was a small squeaking sound. He retracted the tentacle after taking the cigar from his mouth gestured with his hand instead.

"Allow me to introduce myself; my name is Otto Octavius. Do you mind if I join you?" he said as he walked beside her and pulled out one of the chairs with a claw to sit down at the table. Two tentacles coiled around behind her to lie draped across the opposite chair. She desperately twisted in her chair to look behind her. There was no one to be seen. Turning back around, she stared at the man in horror, his open trench coat revealing the fused metal belt across his torso. The claw flicked the cigar once. She watched the ashes fall to the tabletop and finally looked back at him.

"You're…that guy they call Doctor Octopus. You were in the paper," she said, her voice shaking noticeably. He clasped his hands in front of his chin, resting his elbows on the arms of the chair.

"Indeed. Not my most flattering portrait, though." She swallowed thickly, her throat suddenly dry. She noticed the scars under his sunglasses and cleared her throat, glancing at her cell phone lying just inches from her on the table.

"You uh…you always wear those?" she asked. Otto pushed his sunglasses further up his nose.

"An unfortunate necessity, I'm afraid. It certainly isn't a matter of vanity," he responded coolly.

MJ suddenly reached for her cell phone sitting next to her cup and yelped, dragging her hand back as a third tentacle shot out from behind him and smashed the phone into pieces. She brought her shaking hands up to cover her mouth as Otto brushed the broken phone from the table, sticking the cigar back between his lips. He held her in his gaze as he puffed on the cigar, the wispy tendrils of smoke escaping from his mouth as he clenched his teeth again.

"I was hoping we could leave Parker out of this for now," he said calmly. Mary Jane tried to breathe normally, but all she could manage were quick, shallow breaths.

"How…how do you…" she croaked, fear paralyzing her throat now too. Otto leaned forward in his chair and grinned at her. It sent a deep chill down her back.

"We're old friends," he drawled, another tentacle curling around to rest on her shoulder. She screamed and suddenly slid down off her chair, dipping under the table and scooting out from under his grasp. Otto sighed and stood up as she ran for the gates, taking the cigar from his mouth again and dropping it to the ground, grinding it into the concrete with the tentacle.

"Ms. Watson, don't run away when I'm talking to you," he called after her. He clambered up and over the table, taking chairs and throwing them left and right as he caught up to her easily and grabbed her arm with his own hand. She turned and struck him in the chest as he held onto her, glaring at her now.

"It's rude."

Mary Jane reared back and tried to punch him again as he held up his forearm to block her. At the last second she dropped her arm and instead jerked her knee up, hitting him squarely between the legs. Otto instantly released his grip on her and fell to the ground, holding in a cry of pain. The tentacles clamped onto the side of the building, the brick beneath the claws crumbling as the fingers contracted. Groaning, he craned his neck up in time to see Mary Jane running down the street, ducking down an alleyway.

I can't…believe she did…that…He was having a hard time putting together a coherent thought when his groin felt like it had suddenly been ripped apart. He hadn't expected this to be quite so challenging. It took him a minute to compose himself, slowly pulling himself up on the tentacles and scrambling off after her, angrily smashing car windows and ripping up the small saplings planted along the street as he went. He found her running down the dead end alley and stopped, leaning against the brick wall to wait.

She realized her mistake far too late.

The pain had lessened to a dull ache now and Otto managed to carry himself down the alleyway as the girl stood with her back against the wall, looking desperately overhead at the sky above. He cleared his throat.

"Please…don't do that again," he said sourly, shoving his glasses up his nose again. Mary Jane wiped her glistening eyes with the back of her hand, looking again to the sky above them. He followed her gaze and then looked back at her, scowling.

"Wondering where Spiderman is, are you? I'm afraid he's tied up at the moment. Doing his 'hero' thing," he said, finally regaining his composure as he folded his arms behind his back. He stood on two tentacles while the others focused on MJ. She wrung her hands together, staring up at him. She mentally smacked herself in the head – why had she run down an alleyway?! That's what all those stereotypical girls do in all the horror movies!

"If he were here he'd kick your sorry ass," she said vehemently, still twisting her hands together. Otto gave her a half smile.

"Would he, now? I think he's better suited to photography, myself." Mary Jane wasn't paying any attention to him, casting glances all around her. Probably looking for some kind of weapon. He snorted.

"Are you really that simple-minded, Ms. Watson?" he said coldly.

"What…what do you mean???" she cried, visibly trembling as she cowered against the wall.

Otto looked down at her in contempt, his arms clasped behind him, the tentacles flexing around him casually.

"You really don't suspect a thing, do you? I had thought that perhaps you were brighter than the rest considering the company you keep, but no; you're just another ignorant whelp. How disappointing." In one swift motion he snatched her with one tentacle, coiling around her torso and lifting her from the ground. She screamed again, beating her fists on the tentacle in vain. Annoyed with how much commotion she was making, he pulled her forward, crushing a damp, sharp-smelling rag against her nose and mouth. Her screams muffled now, she fought against him and managed to drag her nails down Otto's cheek and chin. He let out a yelp of pain as she drew blood, pulling her back to a safer distance and clamping a claw over the rag on her face. She kept struggling, kicking and clawing at the metal arm, but her attempts to escape were futile.

"You're making this far more difficult than it has to be!" he growled, pressing his gloved hand to his scratched face as she began to fall limp in the tentacle. Finally she stopped moving all together and he threw the rag the tentacle had been holding to the ground. He pulled his hand away from his own face and stared at his glove, clenching it into a fist.

Feisty little wench.

He brought the unconscious girl closer for inspection. What an interesting pair these two must make. Satisfied, he climbed up the side of the building with his subject in tow.

She would do nicely.