"All I have now are these things..."

"These monsterous things..."

"I should be down there...drowning."

"Instead, I am alive with a vengeance..."

Authors Notes: There seemed to be some confusion in the past two days. I had some complaints that my chapters were swicthed. I can assure you now that I have updated again, really I did.

Another thing that ran by my mind was that some of my reader's still don't understand that THE PLOT IS SOMEWHAT DIFFERENT...I just wanted to rewrite the beggining and the end. So, without further ado, this is my third chapter to the part one of my Spider-Man 2 story...

Chapter Three: "-All I have now are these things-"

"Don't let anything like love confuse you peter."

"ROSIE! NOOOO!"

"We've been in love for so long."

"Rosie, I love you."

"Spider-Man, I can handle this!"

"NOOOOOOOOOOOOOOOO!"

"I have everything that I loved lost to me! Spider-Man will feel both my pain and his own death!"

Yes, you know now. Otto, it was him. Remember!

Otto still fell from the hospital window and felt both the cool rush of the wind and the confused anger within.

Suddenly, his tentacles dropped down and braced him like a shock absorber for the impact. First his two bottom steel arms slammed down on the hard concrete. Otto then slowly glided down with the help of his two top arms, slowly climbing down.

Otto breathed in and out his anger. He looked around and saw people run and scream from him. The night sky was ablaze with screaming and fear as otto's feet slowly touched the ground.

Cars screeched to a stop and people rushed to get out. Otto tembled and shook with confusion.

"What are you running from!!!" He shouted, clenching his fist. "Are you afraid of me? Of someone who has lost everything in his life?!" People kept screaming and ran.

"You think of me as a monster! I am no monster! You think because I am different, you fear me? Damn you! Damn you all to hell!!!" Otto kept raging and as his arms swung him back in the air again.

They scream and fear you as a monster! We are right and you are wrong againg otto. You lost everything and now you are dead, now you nothing but a monster. Take action and retrieve your respect that you've lost! ACT!

Otto panted and shouted in anger. He tossed one car after another. The sires had long stopped and now the black and white cars of cops had surrounded him.

Otto paused and glanced at one car, then another. "Why do you keep fearing me as a monster?! I am no monster!"

"Attention! We have you surrounded!" One cop shouted through a monophone.

"Well I can see that, Idiot!" Otto growled. "Leave me! He shouted more loudly.

"Put, ugh, your weapons down!" The cop shouted again.

Otto froze and glared at the lot of them. "THESE ARE CREATIONS FOR THE BETTER OF MANKIND! I CREATED THEM FOR YOUR PATHETIC LIVES! BUT, I CAN SEE NOW THAT YOU SHOW NO RESPECT TO A MAN'S LIFE! I AM OTTO OCTAVIUS AND BY THE NAME OF MY LOVE'S LIFE, DIE!!!" Otto raged in full tone.

The cop nodded at the other's in ignition, but as soon as several of them pointed their guns, there was a huge groan. A large car slowly flew up, then rushed back down on the cops who scurried and shouted.

"Die! Die! Die!" Otto kept screaming as he charged through the ring of officers, slamming cars about. The claws of his metal arms snapping open and grasping everyone who stood in his way.

Suddenly, otto felt as though he knew someone behind him was preparing to shoot him, like he had eyes from behind his head.

A steel arm raised above the screaming cops who were being dropped off, and glared it's one red light at a sop who froze with his gun ready to fire.

He dropped his gun and rushed off in the opposite direction, but the claw gave no mercy. Otto saw the whole thing happening, but his head was turned the other way. How was that happening?

Otto looked up and jumped up. With the help of his arms, otto flew up higher, his arms climbing up buildings. And since the street he was in was fairly thin, his arms could grasp both buildings on both sides of the street full of wrecked cars and dead bodies.

Shots were fired and otto looked down. His sweat drops fell down on the many stories below where gaining cops and S.W.A.T officers shot rounds. Otto was not going down by mere bullets.

Otto, go now. We have made our impact here, now go and find a resting place. Go master.

Otto looked up again and his arms climbed higher. Up, and over the edge of a building on the left side of the street. Otto stopped on a rooftop to take a breather. Suddenly, he saw images in his head. Like seperate eyes, swinging around.

"How is that keep happening?" Otto growled, now sweeping his hands through his hair. Otto stopped and panted. He glanced at one red after another, at one opened claw, then another.

Otto smiled.

What is it master? What do you see in us?

"I can see now. Like many eyes in different angles though. Now I can remember!"

"-Here in the middle of the grasping claws, My team and I have placed miniature cameras for me to see not only with my two eyes, but to see what happens in different angles-"

"Yes." Otto started. "I remember. I also remember-"

"Rosie! NOOOOOOOO!"

Otto went pale and suddenly looked up. "No! Leave me!"

The sounds of the swirling blades of a helicopter had reached otto's ears.

"Stop! I repeat to cease you actions!" A voice sounded from another cop in homophone.

Otto squinted through the glare of the helicopter's headlights. "I will never! I will have my revenge!"

Two of otto's arms swung up and crabbed the sides of the aircraft, and with a dark smile of sad vengeance, otto slammed the helicopter over the side of the building.

There was screaming both on the streets and within the aircraft. The helicopter swirled around, emitting smoke from it't bottom until finally crashing down on innocent cops. Fire blazes up, engulfing half the street and reflecting of the angry eyes of otto who seemingly stepped near the edge and saw his doing.

He kept breathing rapidly. "What have I done?" He stared at the disasterous site. There was blood everywhere. Even from 5 stories up, he could see puddles of blood. Men layed dead and many injured. Cars were crashed and ontop of other cars. So much chaos, on two streets back to back.

It was for the best of intrest.

"What intrest? WHAT INTREST! TO KILL?" Otto raged at himself.

FOR ROSIE! Otto, It was all for your love.

The voice was right. Otto sighed and closed his eyes, but quickly opened them up as searchlights soon shot beaming streams of white lights at him.

People kept screaming and shouting with anger. Otto glared and shouted over all the noise, his four metal arms raised high in the air. "ROSIE!!!"

There was silence, and otto left from the edge of the building's roof. Otto's nostrils flared up and his heart was engulfed with the fiery rage of hate and the need to kill. He was again swung into the air by his new arms.

Otto glided from footop to rooftop, easily as if they were his own appendixes. Like he had always used them throughout his sad life. He felt the mixed emotions of revengefull anger, sad longing, and an indescribable adrenanline rush.

That's it Otto, feel our need. Feel how you could never survive in this new life without us. We are you and you are us. Feel your purpose, your new life, your emotions.

Otto closed his eyes and he felt the cool wind sweep past drying hair and his sticky face. His breath quickened and his heart raced. Long had he left the scene of great deaths and chaos. He just wanted to know why and how? How to escape this new world.

Otto looked up at the oncoming clouds. A small raincloud would soon descend over him. Otto then stopped with a halt. The arms carrying several yards above the roofs, slowly carried him down ontop of another rooftop. With his feet now touching the ground, he retracted his arms and felt the first few raindrops hit his face. His arms swirling around and hissing like mechanical snakes, soon retracted their claws and lowered, as acknowledging his emotions. Otto lifted his face and smiled...

"Otto, I just wanted to say that I love you dearly, with all the power within my heart, and to wish you good luck in your project, your project to change the world."

"Rosie, you don't have to tell me that."

"Why can't I?"

"Because I love you even more than life itself to know that. I love you too, Rosie. I love you too."

Look at what you've lost, Otto. See what we are trying to do? We are trying to show you that their is nothing else to live for, but one thing. Revenge. You've lost so much, you had it all. But, Spider-Man, he caused it vanish.

Otto opened his eyes and breathed through his nostrisl, he couldn't say anything back, he knew they were right. They were always right. Otto jumped off the building and into an alley between two tight motels.

Again, his arms broke his fall and slowly glided him down. The rain soon grew, causing great puddles within the dark alley. His bare feet were freezing as he stepped in one puddle. His pants were torn and bloody and he was weary of all the excitement and rush. It was like one big dream, everything didn't seem real, it was rushing through him so hard, so fast.

Otto saw a large garbage retainer slowly walked over, his metal arms hiding behind his back, hissing their mechanical songs.

"I'm cold." He said his first word after the attack. Otto felt sad and pathetic as he reached in and searched throughout the garbage for something he can wear. His heart still wore his longing for his love and his hate for the world, but now he felt shamefull for being like this and pitifull for just being alive.

Suddenly, without trouble, Otto pulled out a long dirty trenchcoat. Otto admired it saw that it had fit his likings. It was long enough to cover his bare feet and big enough to hold his new arms, though, he knew they would rip out any time of attack. But it didn't matter. Otto thought as he retracted his long metal arms and put on his coat. He felt warm, but still felt the cold rain pouring on his face.

Otto felt even more tired as he felt the comfort of something on him. He walked over to the other side of the trash retainer and sat on the side where no passerby from teh street would notice a hobo looking villian with four mechanical arms. Otto layed his head back on the brick wall he was laying on and pulled up his collar. Then with a final word, he fell into a deep, deep sleep...

"Rosie..."

Sirens echoed throughout the streets as people gazed and stared with horrified looks upon the disasterous street. News reporters rushed around, trying to get the first look on the chaos that was brought hours ago.

Firefighter trucks and ambulances raced through the street to the point of need and blood. Suddenly, a wind rushed throught the crowd and with everyone turning their heads up towards the sky, they laid their eyes to once again, their friendly neighborhood Spider-Man.

Spider-Man swung down in the middle of a ring of firefighters who were shouting and arguing.

"What happened here?" Peter asked uncertainly. Several firefighters looked up and waved their hand in ignorace.

"Oh looks who here, it's Spider-Man!" They said sarcasticly as they went away.

"Wha-What? What did I?" Peter asked unsurely. Peter walked over and gazed at the fire around him. Blood was splattered everywhere. Men, laying in different directions and cars toppled over. Peter walked down towards a man under rubble.

Then, someone had shoved as they went by and as peter looked back to see who bumped into him, he saw a firefighter carrying a man bleeding man without his right arm saying, "Where were you Spide-Man? Where?"

Peter sighed and continued to walk down the broken pavement, a hand layed limply under a heavy pile of concrete.

Peter threw off several large stones and began to dig faster. He heard slow and rough breathing.

"Hold on." Peter felt unsure about this whole accident. He arove too late. Peter dug faster and faster, untill he saw a bleeding cop laying on his back.

"Sir, There are doctors on the way. Hold on." Peter struggled to say to the man who was hard to look at. He bloody from head to toe.

Peter looked back and sighed. "Hello! I need help!"

"It was a monster-" The cop wheezed.

Peter looked back. "What did you say?"

"A-A monster. Those arms, killed everything." It was getting harder and harder to hear him.

"What happened here?"

"His name was O-, Ot-Otto Oct-..." The man began to fade away and with a last breath, he was gone.

Peter, best known as the Amazing Spider-Man, looked up and felt the rain on his mask. He heard the raindrops and the screamind. He heard the chatter of news reporters and people crying. But most of all, he heard his own voice saying, "You failed, Peter, You failed."

Peter began to fade away among the rushing crowd within the catastrophic street that was set ablaze by none other than one man, one man with a sad vengeance. Otto Octavius."

A really long chapter? Yes. Worth it? You post a review and tell me that. I worked hard on this chapter so please review.

My next chapter will have Otto understanding what he must do and his first try to walk among the normal. So, if you want to read the next chapter, you know what to do.