Octavius proudly hoists his defeated foe, who hangs limp in his mechanical arms.

DOC OCK: (cont.) (deep laughter) You have bested others Spider-man. But I... Dr Otto Octavius have defeated you. And now that I'm about to learn who you are, at last, there's nothing you won't do for me...

A serpentine tentacle, with that eerie mechanical hissing sound, reaches for the mask on Spider-Man's seemingly lifeless body.

Suddenly...

SPIDER-MAN : (head pops up ripping mask slightly) Boo

Spider-man, having played a dangerous game of "possum", summons all of his strength, and delivers a massive double-leg kick to Ock's belly, sending the surprised master criminal thundering backward and into his command console, setting off an array of sparks. The grip of the tentacles leave Spidey's costume torn and ragged. We see bits of his face but he is still unrecognizable to Ock.

Spider-Man quickly holds up his transmitter and points it directly at Octavius. (Acting on a hunch and his brilliant scientific mind, he has programmed a special frequency in his device to hopefully temporarily scramble Ock's mental signal to the tentacles).

Shocks and sparks from the damaged console surround Ock as his arms flail madly. His body begins to tremble and the tentacles rage out of control, even slamming in to Ock himself.

DOC OCK: (flustered) My tenta-aaah! I c-c-can't cont-trol them!!!

A tentacle smashes into Ock's face, knocking his glasses off. We see, for the first time... his full face, and eyes. They are blank, expressionless, no pupils, damaged from the accident.

Spider-Man looks on, somewhat surprised, but pleased his invention has worked.

Ock continues to struggle. There are now minor explosions going off and the ceiling begins to leak, under the weight of the water pressure.

DOC OCK: (As portions of the ceiling begin to cave in) H--h-h-h-elp me Spider---!!!

Water bursts in through a hole and the room starts to collapse. Spidey attempts to rescue him, but Ock , consumed with fear, is hysterical now, and resists, pulling back.

A huge portion of ceiling collapses on Ock just as Spidey fires webbing to save him. Octavius is buried in a mountain of rubble...

SPIDER-MAN (shakes head) No way he survived that. No one could.

Out of the pile of rubble, a tentacle stirs...briefly. The camera light on it blinks and then slowly fades out...

TO BE CONT...