Ok Disclaimer: i do not own any part of the Spiderman universe except for creations i have made Ok well here is the next chapter!

Chapter 5
Death Comes a' Knockin

After an hour Spiderman had collected all of the victims of Ock's list. It was everyone in the room where he had first shown his Ock Arms. Alan smiled. Soon all of them would be dead, and that would be their fault. SpiderMan carefully inserted the first victim (Professor Qulasmin) into the Mind ZX. "Alan Broodman!! You little bastard! You are controlling someone else to do your dirty work! What a world I live in!" Qulasmin exclaimed. "Don't worry Professor. You won't be living in this world any longer! Activate ZX Spidey Slave! Muhuhahahahahahaha!!" The machine started to light up. The purple sphere on the headrest of the seat twirled and whistled confirming that it was working properly. The light stem coming from the machine lit up the entire warehouse. Everyone in there (not Spidey or Ock of course) screamed in fright. When the light died down, Qulasmin was still in the chair, but he was dead. Right then SpiderMan woke up. WHAT THE HELL WAS HE DOING? He shook his head to get the remains of the mind control (bleary eyes) out of him. Ock didn't realize this yet. "Spidey Slave! Bring Kathryn Johnson to the cutting board please!" "No," Carl simply replied. "WHAT??!!" Ock screamed in angst. "NO," Spidey repeated, more firmly this time. With Ock in his fury, SpiderMan took this as his advantage. Quickly he jumped up and knocked Ock in the head. As he struggled to move, Spidey got all of the students out of the web that was holding them, and set them free. Ock finally used his arms to push himself up and leapt towards SpiderMan. "DIE!!!!!!!!" Alan yelled. All of his arms missed except for one. It ripped Spidey's mask off. "Carl????" Alan said, his mouth hanging open in disbelief. "Why?" he asked. Carl shook his head. "You're going mad, Alan. Please you must stop!" Alan looked down at his feet. Carl smiled. Good, and without having Death coming to his door and asking for Alan's body. BANG!! Carl looked up. Alan had hit him with a pipe! "Alan...Alan, I gave you a chance...BUT YOU THREW IT AWAY!!!!!!!" Carl shot all the web he could muster into Ock's face. Carl ran to Mind ZX and ripped the wires out. The purple sphere turned red and a voice said, "MELTDOWN! MELTDOWN!" Looks like Death is coming a' knocking anyway Ock Carl thought.