FATR: I know. I forgot to disclaim the song, and then I was too lazy to remove and repost the chapter, so I decided to take care of it in chapter two. Then I had to finish Odessey by Homer by today so I didn't get time to update. I read the entire Odessey it two days. Be in awe of and cower before my reading powers of doom! ANY-hoo... "Hero" by Superchic(k) is what inspired this, but the words aren't exact enough for it to be a song fic. Every time I think of Spider-Man, I think of that line (see title), and vice versa, especially Spider-Man 2. Doritos do not belong to me, I don't even like them that much. I suppose I could own the two men in the sewer but I won't shoot... I mean sue anyone for using them in their own fanfic, especially since I didn't even bother to name them. /gets out neon cheerleading costume like the one from the movie Slashers and waves skull pom poms/ Let's go, chip chip, let's go!

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He had no idea how long he had been wandering down there, lost in his memories and self reflection. One might think he would be bitter, but he was tired of being bitter. There wasn't an ounce of bitterness left within him. Not that bitterness had ever helped him accomplish anything constructive. This was a sensitive time for Otto. The tentacles had, for once, remained quiet. He was glad. Their red lights illuminated the concrete ledge he traveled, the ledge put down there for maintenance crews.

I cannot blame the tentacles for everything that I did after the accident. Half of it had to be my own desire. If I had truly wanted to give up the experiment and end my life I could have, just as I made them listen to me when I demolished the second attempt. Just as I make them listen now. It was my fault, the same way Rosie's death was my fault. If I had only turned off the machine... Spider-Man, Peter, is innocent too, then. He was only trying to save the city from my foolishness. Oh, my sweet Rose, if you could only see me now. He wasn't sure if he was ready to think about Rosie, not yet. But when would he be ready? He couldn't not think about her forever, especially with her ghost haunting every crevice and cranny of this place. Perhaps now he could allow him self a proper period of mourning and finally come to some kind of peace with her passing. Though he figured he could never fully forgive himself without her face to face assurance that she forgave him.

What's that?

The noise? I don't know, most likely water in a pipe or something.

No, there's a light, and people talking.

Otto's head, which had been angled at his feet, jerked up and he froze flattened against the grimy brick wall. The tentacles mimicked his actions. He had been so caught up in his thoughts he had forgotten to pay attention to his surroundings. He was lucky he had his children to look after him. There was a soft orange glow coming from up the tunnel, and the sound he had assumed to be pipes was actually voices.

I'll go check it out.

They might see you.

It was the first time Otto had heard the tentacles refer to themselves or each other in a non-collective way. No, go investigate. The tentacle glided forward, hugging the wall. Otto tilted his head sideways and it look like a snake slithering along the ground. Do you see anything?

Two humans, in yellow helmets. They are getting ready to go on lunch break.

Otto's stomach growled. The arm didn't even need a conscious command from him. It waited for a chance then struck forward so quickly the human eye couldn't even see a blur. It returned with a bag of Doritos, passed them off to another arm, and crept back again, more cautious this time. The arms opened the bag for him, for his hands were coated in filth, and tipped it into his mouth. The scout returned with a can of diet soda and the claw with the miniature pincers popped it open. Otto took a swig and slunk off into the darkness before they could notice the missing foodstuffs.

"What's that noise?" The chubbier one asked his wiry partner.

The wiry man tilted his head to listen but didn't hear anything. "Pipes?" The large man contemplated this and shrugged at him. The smaller man looked at his watch. "Lunch time, finally."

"I used to look forward to lunch," the first man grumbled.

The second one laughed. "The missus still have you on that diet? You can have my Doritos if you like." They both went for their lunch sacks.

"Hey, did you hear about that Ock guy?"

"The one with the metal arms fused to his back?"

"He drowned in the river last night. It said he-"

"Alright, when did you do it?"

The larger man looked up puzzled. "Do what?"

"I know you're getting desperate, tubby, but you didn't have to steal my Doritos."

"I didn't take your old crusty Doritos! You need them more than I do anyway, twiggy." He opened his bag. "Oh, that's real nice," he growled.

"What?"

"You get on my case for stealing from you when you stole my coke."

"I didn't take your girly diet coke!"

"Oh, then what was it, rats? Alligators?"

Otto tuned out the voices following him down the hall and eventually they faded out all together. The arms were processing each turn they took, creating a mental map so he had no fear of becoming lost in his aimless wanderings. The octopus man spent the entire day wandering in the sewers, no quite tired enough to sleep, replaying every painful memory, trying to find where he took this fateful turn. It obviously traced back to the day his machine exploded, but why had he built it? Why hadn't he been able to turn it off at that crucial moment, even while Rosie and the others screamed? Because I thought that if I had, father would have been right, that hateful man. He always told me I was wasting my time, that I should get out of my books and learn to use my hands. I guess I didn't want to disappoint mother, either. She was disappointed in her marriage, disappointed in her life... I was her pride and joy. Her genius son. Well, father, I've proved I can fight, but to what purpose? Mother would be so disappointed. Here Otto stopped still and ran this last sentence through his head again. I tried it your way, mother. I even tried it father's way, and see where I am.

It sounds to me as though you should just forget both of them. You are a grown man.

Otto was surprised to hear this input. Perhaps you are right.A rat the size of a small dog darted out of the shadows and froze in their path, glaring with red eyes that rivaled those of the arms in creepiness. It hissed, but in one flick it was nothing but guts, bones, and fur.

Are we really going to live down here?

Why are you complaining? You can't smell the things I smell.

(We don't want you to get sick, father.)

It was nice to know they were concerned about his well-being, but he had to be careful not to let them manipulate him again. I'll be fine. All I need right now is a place to hide.

(And rest.)

Otto and his arms began searching the never ending walls of the passage for decent protection. There was a grate on the wall right where it met the ceiling. The arms dug into the brick and hoisted him up to allow him to peer inside.

#It's high up, no human could find you here.#

I still don't like the idea of staying down here.

#Stop complaining, it's no that bad.#

(Besides, it's father's decision.)

Children, children, calm down. The bottom two ripped the grate off the wall and the top two stretched to the end of the tunnel to pull him through while the bottom two pulled the grate back into place.

The former doctor popped out in a cavernous room that had, through neglect, fallen into terrible disrepair. Rusty pipes twined and danced into the oblivion overhead and chunks of them littered the floor. The broken parts that had stayed up jutted from the smooth walls like headless snakes. Water seeped in from the surface and dripped from some of the dead beasts like blood or venom. He cocked his head to survey his children. What do you think?

#It's a fixer upper. I like it.#

It looks dangerous.

(That's why we need to fix it up.)

You can't steal food from contruction workers forever.

That one was still set on causing trouble, but he was glad he had someone to debate things with. If they agreed with him all the time he would go crazy. I can never go back up there, I don't want to.

The tentacle had to respect his decision, but it didn't want him to starve to death. It conferred with the others.

(Would you like us to catch rats for you?)

He knew it was a genuine question but he couldn't help but imagine they were trying to trap him. Otto knew he didn't belong among humanity but he couldn't lower himself to eating raw rats to survive. He was still at least partially human. We'll make some stops tonight, to the old lab and apartment. I must sleep now. Wake me when it's time to go, and feel free to explore. It is, after all, our new home. And even though Otto Octavius feared what dreams may come, he knew he had to face them eventually. He found a corner that wasn't quite as filthy as the rest of the place, spread his coat on the floor, and lay down on his stomach to allow the arms full movement.