Disclaimer: We all know that Marvel owns the characters involved. We also are pretty certain no money is being made from this fic.

Author's Note: Oi! I didn't know was eliminating my asterisks! Poor chapter one didn't have any breaks between sections... I had to re-upload it to make it look better. Anyway, here is part two... I tried getting this out as quickly as I could, despite a busy schedule and limited computer access, and I'll try to get the next one out next week. Hopefully, this chapter will be more amusing than the last. And at least it has more Otto. Can't go wrong with that, right?

How Do I Love Thee...

Two – Woman Troubles

We don't like it under here, Father. We can't breathe.

You're machines. You don't breathe, remember? When Otto had been there only hours before, the campus of Empire State University had been completely devoid of life. Now, though, it was teeming with students, and he had to push his way through the press of bodies. He hoped that these people would have the sense to run away when he performed his little smash-and-grab.

Part of him regretted stealing – no, liberating, he reminded himself - equipment from a university. So many of his fondest memories were from his own college years, after all; he felt bad that he could be about to ruin someone else's memories. But how else was he going to get equipment for his experiments?

He pulled his coat more tightly around himself, ignoring the protests of the tentacles hidden beneath. Fortunately, the fall weather was chilly, making long coats and hats common enough that he didn't draw any attention.

He did worry every time someone passed closely enough to brush against him, however. All it would take to blow his cover would be for someone to feel the tentacles under his coat. Or, worse, he could run in to someone he knew. Theoretically, Peter Parker was a student here, though his duties as Spider-Man usually kept him far away. Or he could run in to Curtis Connors. He missed talking to his old friend, but he didn't think it'd be a good thing if they met like this.

But he safely made it into position with time to spare; now, he needed only to wait for noon, when the gang of thugs he'd hired would create a diversion across the city that would hopefully keep Spider-Man occupied. He still had twenty minutes, so he headed towards a small campus café within view of his target. He bought a coffee, then headed towards one of the empty tables. He had to turn one of the chairs backwards before he could take a seat; the tentacles made simple tasks like sitting a real chore.

He savored the coffee, concentrating on it to the exclusion of all else. He didn't see the young woman at the closest table put down her copy of the Daily Bugle and look at him strangely, then glance back down at her paper. Her eyes widened.

Fortunately, before she could react, the tiny dog that'd been curled at her ankles suddenly jumped to its feet and began yapping. Otto glanced over, and stiffened when he saw one of the tentacles had snaked out from under his coat and was examining the dog, who was savagely defending its owner as if it were a Great Dane rather than a Pomeranian.

It's so small and fuzzy! Can we have one?

Get back under my coat! He thought furiously at the errant actuator. It obeyed, though he could sense its reluctance. The woman scowled at her dog and stood up as the café patrons shot her irritated looks. "C'mon, Mutt," she muttered as she dragged the yipping fuzzball away. She left her copy of the Bugle on the table, and a stray gust of wind blew it off. Otto ignored it as it fluttered past him, though one of the tentacles sensed the movement and impulsively snatched it when it caught in the legs of Otto's chair.

Father? Maybe you should see this.

Otto glanced at his watch. Not now. It's almost show time. Focus on why we're here. Don't let anything distract you. Not that he needed to warn them; he had faith that they would follow his instructions to the letter.

We won't let you down, Father.

We will follow the plan.

No one will stand in our way.

We should have worn black leather. We would look much more impressive in black leather.

Well, three out of four wasn't so bad.

After a quick once-over to make sure his hat and sunglasses were secure, Otto swaggered over to the building that housed the laboratories where the serious experiments were carried out. Most of the building was off-limits to students without special passes, but it had a museum of sorts open to the public, and the item he desired was currently on display during the day.

At least, he'd thought it was open to the public.

"Sorry, sir, but I can't let you in without a student ID," the security guard at the door, a scrawny youth who couldn't have been more than twenty, told Otto.

This wasn't in the plan, Father.

He really didn't need comments from the peanut gallery right now.

Can we just smash through the walls? We like smashing things.

There's no smashing until we get in and grab our target. We can't risk damaging it on accident! I can handle this. It's only a minor inconvenience. Otto opened his mouth to speak."Out of my way, cretin. Do you not recognize the great Doctor Octopus? If you value your life, move, or I shall crush you like a bug!" He didn't actually say this, though it was running through his mind, and it probably would have been far more effective than what the great genius did actually say. "Er... student ID?"

"Yeah. We don't let just anyone walk in here, you know. You must have a student ID, be accompanied by someone who has one, or be a professor, which I know you aren't because I've never seen you before." The kid sounded smug; clearly, the power of his position was going to his head. "Otherwise, any old bum could come in off the streets and take advantage of ESU." From the look he shot Otto's battered coat, it was clear just what he thought of Otto. Do I really look like a bum? I mean, my coat's a little tattered, but is it that bad?

See, Father? Even he thinks you should have changed your look!

Just shut up about that, will you? he thought wearily. This is neither the time nor the place!

Great. So what was he going to do now? It was starting to look like he would have to smash his way in, after all. And he was going to have to hurry; he was losing his window of opportunity. "Ah," he began.

"Hey! He's with me!" The voice made both Otto and the guard whirl in surprise. A young woman with frizzy brown hair and glasses came over to them, grinning broadly. After a moment, Otto recognized her as the girl with the dog at the café (this was helped by the fact that her tattered duffel bag was squirming around, making peculiar yip noises.) She fished a plastic card out of her bag's side pocket and showed it to the guard. Then she grabbed the dumbstruck Otto's arm and dragged him through the door.

"I... I think you got the wrong man," Otto said after a moment, still too shocked to realize that he should be thanking this girl for helping him get inside.

She looked him up and down. "Nope," she said. Then, unexpectedly, she threw her arms around him, accidentally squishing her protesting dog in the process. At Otto's dumbfounded look, she said, "I've been wanting to do that for awhile. You look like you really need it." With that, she turned and walked back through the entrance.

Otto just stood there, blinking stupidly. "Okay... that was bizarre."

Then he shrugged. Okay, I'm just finally having a run of good luck. I shouldn't question it.

He made it the display case with no more weird incidents. He glanced quickly around, and was relieved when he saw only students and professors around him. They would run when he loosed the tentacles, unlike security guards, who would try to play the hero and likely be injured in the process. With a smile, he gave the tentacles the command to free themselves from his coat and smash the display case.

As they snaked out over his shoulders, all hell broke loose, as expected.

Just... not in the way he'd thought.

"OhmyGod, he's here!"

"It's Dr. Octavius!"

"Wow... the tentacles look so sexy."

"He looks so much better in real life!"

Okay... that couldn't be right. He was pretty certain robberies should be accompanied by the sound of screaming and running and police telling him to put his hands in the air... Otto turned slowly away from the display case, and found himself face to face with a crowd of women. His little display had driven away the male students – he could see them running through the door, led by the scrawny security guard – but the women were still there, muttering amongst themselves.

Uh... are they saying what I think they're saying? There were strange looks on the women's faces, almost hungry looks. They stood together in a mob, moving slowly closer. Otto suddenly felt like a deer who'd just been cornered by a pack of hungry wolves. What are they doing? Worse, they'd effectively blocked off his escape, unless he was willing to actually hurt someone to get out.

Yes! We should hurt them! The ferocity in the tentacles' voices shocked him. They want to take you away from us!

"I don't think you realize the danger you're all in," Otto said. "Don't you know who I am? I'm Doctor Octopus," – for him to actually refer to himself by that name showed just how desperate he was for these women to understand – "and I'm here to liberate – no, to steal this piece of equipment here. In a few moments, either the police or Spider-Man will come, and I will be forced to take one of you as a hostage unless you all run."

It should have sent them running. He would have run, if some crazy scientist had threatened him. But something about his words had further encouraged the mob.

"A hostage?" a blond squealed. "You need a hostage? Take me!"

"Don't even think about it, you bimbo! You have a boyfriend! Take me, Dr. Octavius! I'd be such a good hostage!"

"No! Take me!"

"No! Me!"

It was as if a signal had been telegraphed to the mob; as one, the group of women lunged toward Otto, and he barely had time to order the tentacles to cover his face before they were on him.

XXX

He was late for class. Again. One of these days, Dr. Connors was going to finally lose it completely and rip into Peter. Heh... maybe the normally mild-mannered teacher would pull a Hulk and turn all big and green when he got angry... Spider-Man landed atop ESU's science building with the intention of slipping down the air vent after changing into his normal clothing. Really, it almost hadn't been worth it to leave campus; the idiots he'd left webbed in the lobby of the bank hadn't really known what they were doing. Really, something about their actions suggested they'd wanted Spider-Man to come after them.

He'd yanked off his mask and had yanked his pants up over his costume when he finally became aware that something was going on below him. Odd; whatever it was hadn't set off his spider-senses, but there seemed to be a large crowd gathering below.

He sighed. It was better to be safe than sorry. He yanked his pants back down and the mask back on, and swung down on a strand of web. "What's going on?" he asked a scrawny security guard. "Alpha Tau Omega didn't set another donkey loose in there, did they?"

"It looks like the mother of all catfights," the security guard said without looking back. "Which is odd since Doctor O – "

Spider-Man didn't hear the rest of what the guard was saying – he was rushing inside to watch – er, help.

Inside, he found a mass of woman, all of them shrieking incomprehensibly at the top of their lungs. They were almost all in a pile on top of something that was thrashing desperately to get free. There was biting, scratching, and kicking as the women competed for whatever was pinned beneath them, though loud yelps proved that their attacks occasionally hit whatever it was they were fighting over.

Spider-Man wanted to watch – but he had the feeling that if he didn't act soon, whoever was under there was going to suffocate. He shot webbing from both wrists, with each strand hitting a screaming woman on the back. With a flip of his wrists, he attached the other ends to the ceiling, leaving the two women dangling above. He repeated the process until he could almost see what was under them.

A gloved hand, followed by a scratched and bleeding arm encased in a tattered brown sleeve, pushed its way out of the pile of humanity. Another followed, and then suddenly the rest of the women were flung away, revealing a rather flattened supervillain.

Spider-Man stared as Dr. Octavius's tentacles helped him to his feet. He looked rather worse for wear, with his hair sticking up in haphazard tufts, the lenses of his sunglasses cracked, and his coat torn. "Ock?" Spider-Man said, gaping. "I thought you were dead!"

"Suddenly that seems a more pleasant alternative," Dr. Octavius said weakly, as he examined the scratches on his arms. The women who weren't webbed to the ceiling all watched him with concern, but they were keeping their distance. "What the hell is going on?"

Despite the fact that he knew Octavius couldn't have been at ESU for any good reason, he couldn't help but pity the other man. "You picked a really bad day to come back to life, Doc," Spider-Man said.

"Why?" Dr. Octavius began, but then a shriek from the entrance interrupted him.

"They were right! It is him!" Spider-Man turned and saw a new swarm of women, likely fresh out of class and ready to make up for the fact that they'd missed the initial excitement by forming a new crazy mob.

"Y'know, I'm willing to put off our discussion about why you showed up at ESU until later. For now, I think it'd be better for all of us if you ran like hell," Spider-Man said graciously.

Octavius didn't have to be told twice. The tentacles carried him towards the closest window and busted his way out. Spider-Man figured he had about two minutes before the women outside realized where he'd gone and followed after him. Meanwhile, Spider-Man figured he'd better make himself scarce, as well. It wasn't going to do his reputation any good when everyone realized he'd been webbing up innocent college students.

But, on the up side, he was sure Jameson was going to get a kick out of the photos of poor Octavius that Peter Parker was going to bring him. Maybe they were amusing enough that he'd make enough money to actually pay for rent on time. He knew he was going to have a good laugh over them.

XXX

He could hear them coming, a dull roar that was rapidly approaching, a tidal wave of humanity – of femininity – that for some reason wanted him. The closest building was straight ahead of him – across an open stretch of campus.

Why didn't you let us hurt those women? Their voices were angry. They'd been trapped beneath him when the women had mobbed him and their fury at being unable to push the attackers away had been almost as painful as being pinned.

I don't want you to kill! he told them. Hurting them wouldn't have solved anything. Though it probably would have been less humiliating than being saved by Spider-Man. Worse, he'd been saved from a bunch of college girls.

They were getting closer. He could make out their words now, cries that would have been flattering had they not been screamed by a mob out for his blood. He remembered his high school years, when he envied the jocks who'd always had the most beautiful girls practically fling themselves at them. Suddenly, it seemed more like a curse.

The tentacles reached out and grabbed the brick of the building ahead of them, and suddenly, he was being lifted up, up, and away from the screaming horde. Well, that's the end of that frightening little adventure.

Frightening, maybe... But the part of him that had been ignored by women so often in his youth had been strangely elated by the attention.

You... liked that, Father?

The tentacles halted their climb. One of them pulled loose and turned to face him.

Did you find those women pretty?

What are you waiting for? They were out of reach... but he had the sickening feeling that if he stayed in one place too long, the screaming women below would find a way to get him. Get me out of here before they tear me to pieces!

But the tentacles would have none of it. He stared in astonishment and alarm as a second tentacle detached itself from the wall, and then a third. All three of them seemed to stare at him, despite not having any actual eyes. He could feel their anger smoldering in the back of his mind. What did I do? he asked, baffled. He reached for the wall in front of him, desperately wanting to get a grip in case the fourth tentacle decided to join the others in releasing the side of the building and dropping him to certain doom, either by injury from the fall itself or by being ripped to shreds by the rabid mob below.

Answer us, Father! Did you find those women pretty? The tentacles demanded in unison, their voices strangely shrill. Are they more pretty than us?!

"Will you settle down?" he snapped. "You're acting like a bunch of jealous teenage girls!"

That's when it hit him. Their high voices... their obsession with fashion... their animosity towards the women that had been mobbing him...

Oh...

...shit...

He stared at the tentacles with growing horror. "You... you're all female!"

To be continued...

I'm ashamed to admit it... I'm the girl with the dog... Pathetic, huh? But that is my actual reaction towards Otto; I really do, for some reason, want to hug him. I don't know what it is. I hadn't really planned to make the site of the robbery ESU, but I couldn't really think of a place that would have laboratory equipment and a lot of women! A special thanks for this fic goes out to my sister, who made me realize that the tentacles as psychopathic murderers would be much easier to deal with than the tentacles as teenage girls...