FATR: This is a little, tiny, itty bitty bit farfetched but hang in there. It will make perfect logical sense later. Besides, when I was hand writing it I tried doing it a more logical way and it kind of made the story hit a dead end. My 18th birthday was today! Yay! I got an amazon online gift card and so far I have ordered two Ultimate Spider-Man comics: "Cats and Kings" and the "Ultimate Six". The latter because this series has the hottest comic book form of Doc Ock, and it also has Electro. And the former? Well, Electra and Black Cat are pretty hot, too. ANY-hoo, I own nothing of Spider-Man, and Carol-Anne is a reference to the Poltergeist movies. It will not be a crossover per se, but it will retain some elements of said movies. On with the chip chip. Oh, and if I presented too much information here, I apologize. I know I tend to babble. Right. Now too the chip chip.

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Venom leaped a gap between two buildings, jabbering excitedly to himself. "We have Spider- Man. We have him and we can unmask him. First we crush him, then unmask him..."

/No, I want him alive./

"Alive? But we can kill him now. If we wait, we might lose our chance!"

/I have other plans for that wall crawling vermin./

Venom stopped on the edge of the roof and growled. He could throw Spider-Man off now, and then say he dropped him. He lifted the bug high above his head and prepared to launch him over the edge. Suddenly he felt frozen. Try as he might he couldn't move. "Let us go!"

/You are to bring him back alive./

"Let us GO!" Venom howled.

/Do as you are told!/

Venom relaxed and felt control of his body returning. He moved on, so absorbed in his own thoughts and mutterings that he didn't notice the approaching booms. Suddenly he realized the building was quaking beneath him. The alien walked to the edge and looked down. Something silver with a red light in the middle flew at him and punched him in the chest and face. He flew back, dizzy. A shadow fell over him and he looked up to see a man silhouetted against the sun. The man, however, was hanging from what looked like four bionic tentacles sprouting from his back. Venom stood up and back out from under him, eyeing this new threat. "We must return to master..." he mumbled to himself and turned to run on his way. The symbiot was fast but the man was faster. Before Venom could even get up enough speed to make the jump, the figure landed in his path, the trench coat swirling around him. "Get out of our way!" Venom hissed.

Otto stepped forwards. He couldn't speak, at least not yet, but he made sure his body language showed that he wasn't going to move without a fight. His children rose around him.

(Alright!)

Lets kick some gooey creature tail!

Did you see when I hit it in the face? Did you?

Venom had to drop his burdens. If there was going to be a fight he need all of himself. Keeping one eye on the six-armed man, he turned to web the two hostages to the roof.

When his back was turned, Flo attacked. #I got him!#

Venom saw this coming, however, and the axe reappeared. It swung for the very heart of the charging limb. It didn't do much except shatter the red light at the center. However, before he had a chance to revel in this the thing made a screaming sound. It wasn't very loud, but Venom flinched in pain.

Flo! Are you all right?

#I... Yeah, but I can't see...#

Harry, bent on avenging his sister's injury, attacked next. He sideswiped the shark-tooted beast. It landed hard and skidded several feet. Harry reared up again and slammed back down, aiming for the humanoid's head. The humanoid rolled away just in time. Just then he heard Moe began to make a loud, high pitched whining noise. Harry turned to look. What is it?

The noise... hurts it? Larry studied the creature as it curled up and grabbed its head in pain.

/What are you doing?!/

Venom only howled in pain, the symbiot thrashing and writhing.

Larry joined in the noise with a slightly lower pitched note, and the others caught on quickly. While the creature was pinned by the racket, which made Otto wince a bit as well, Otto moved to the little girl's side and dropped to his knees. Her mouth was covered with webs so he used Flo's smaller pincers to pull it away. Seeing as Flo couldn't see, Otto had to take direct control. It was the first time in a long time and it was odd to both the man and the machine. The little girl had been trying and trying to say something and when the webs were gone, Otto could finally understand it.

"You're him! You're really him!" When she was free enough to do so, she sat up and threw her arms around him in a crushing embrace.

Otto didn't know what to do at first, so he just sat there. He wasn't really shocked per se but he was very surprised. Suddenly the little girl jerked back and eyed him quizzically.

"But your not a ghost... right?"

Otto smiled softly and shook his head as he cut the last sticky strand. This time when she hugged him he hugged back.

Carol-Anne looked over her shoulder then back at the octopus. "Will Mr. Spider-Man be okay?"

Otto glanced up at the still red and blue form then back at his children. Larry and Harry were cocooning the monster and Moe was still keeping it submissive with sonic blasts. He used Flo to free Parker then placed his ear against the super hero's chest. He wished Larry wasn't busy with the monster because he certainly could have used the x-ray feature right then.

"Can you help him?" Carol-Anne asked.

Tuning out the creature's screaming as he struggled in the lower tentacles' grips, Otto studied the unconscious boy. That's how he thought of him, as a boy. Otto slid the mask off the boy's nose and mouth and listened for his breathing. He smiled reassuringly over his shoulder at Carol-Anne as he slid the mask back into place.

The octopus gestured her over and she approached curiously. The hero was beginning to stir. The top right tentacle zipped past her and leaned down almost right in the hero's face.

Peter felt like he'd had a head to head collision with a speeding bus. When he opened his eyes his focus drifted in and out like a bad camera. There was something shiny hovering right in front of his face, three red dots that spun and danced around each other. They grew closer and closer until he had a clear view of the single red eye that watched him intently. It looked so familiar somehow, like... Peter cried out and shot up. The action elicited a whining complaint from his head. His eyes were so fixated on the tentacle that they almost forgot to seek out its owner.

"Are you okay, Mr. Spider-Man?" Carol-Anne asked.

Peter's head turned slowly to the left, wandering along the length of the mechanical arm, and he took note of the concerned expression on the little girl's face. Otto was crouched next to her watching him with what appeared to be a straight face. As Peter watched him, he slid off the glasses to reveal the amusement sparkling in his eyes. Hovering behind Ock was Venom, wrapped in the metal arms from chin to ankles, and a tentacle with a broken heart light. "What... what happened?"

When the octopus didn't answer, the little girl jumped in with, "He saved us from the monster. His tentacle got a booboo."

Otto smiled and snorted laughter at this innocence but he still didn't make a sound. Peter blinked. "But... You died. How...?"

Moe waved to get his attention and chittered, clicking open and closed, (We did it! We saved father!)

Peter of course couldn't understand the actual words but he got the basic idea. "When? Where have you been all this time?" Otto seemed to think then the broken tentacle waved the corner of the trench coat in Peter's face. He gagged at the smell. "The sewer? You've been hiding in the sewer of all places?"

Otto shrugged. Why hasn't the arachnid tried to attack me yet?

(Yeah, why haven't you attack us yet?)

The tentacle in Peter's face bobbed and chittered again but he didn't know why. The broken one was now curled around Ock's shoulders like a pet snake. He didn't know why Otto wouldn't speak. Suddenly he burst out laughing. "The sewer. I still can't believe you were hiding there." He saw Otto scowling at him. "It's just... if you only knew what has been going on up here. I mean, you must have been pretty deep into the heart of the place to not have seen or heard somehow." He chuckled.

Seen or heard what? Stop laughing and tell me!

Whether Peter picked up on this or not, he continued. "Ever since our last encounter at Pier 56 people have been calling you a hero, well, a lot of people at any rate. Some people are saying that it doesn't count because you built the machine in the first place. Others say it was noble that you realized what you were doing and sacrificed yourself and your dreams to fix your mistake before anyone else was seriously hurt." Here he stopped to give Otto time to digest this.

#Heros? Us? Awesome!#

A h-hero? Me? He burst out in a fit of silent laughter.

This reaction startled the spider. He didn't know what to make of this reaction, because he didn't know that Ock hadn't used his vocal chords in weeks and probably couldn't at all.

Why is that so funny?

#Yeah, we could be heros.#

I just like fighting. Heroism is overrated.

#Shut up, Harry.#

"What's the matter?" Peter asked. The doctor shook his head. "Can't you... talk..." Peter trailed off. "You can't, can you?"

"It's 'cause he hasn't in a long time. They talked in his head so he didn't have to."

Both of them looked at the little girl surprised.

How did she know that?

Carol-Anne looked at the one that she guessed had spoken. "I hear what's in people's heads. I'm s... sie..."

"Psychic?"

Carol-Anne nodded at the man in the red and blue costume. "The monster was talking to someone in his head, too, but he talked out loud."

His master.

She nodded. "Yeah."

Did you hear a name?

"No. He just called him master."

Peter looked from one to the other, feeling left out. "Who?"

"The man the monster was talking to in his head. Can I go back to daddy, now? He'll be worried about me."

Peter nodded. "Of course." He turned his back to her. "Hop on." He webbed her in place and a thought occurred to him. "Hey, Ock, can you get back okay? I mean, carrying Venom and all..."

What about the pigs? What if that whole hero story is just a ruse to lead us back to the pigs?

#Spider-Man wouldn't stoop to lying.#

But how do we know? Besides, you can never trust the police.

Carol-Anne looked over Spider-Man's shoulder. "He wasn't lying." Then she remembered Spider-Man could only hear one side of the conversation. "He's afraid of the police men."

"You don't need to be. Actually, negotiations for a pardon are in the works," Peter explained.

Otto stared. Rosie must really be looking out for me. Someone up there is on my side, at any rate. It must be my sweet Rose. It has to be. He needed three of his children to walk, but could he afford to disentangle one of the arms that held Venom?

Harry repositioned himself so that he could hold the blade to Venom's throat. The creature immediately stopped struggling and just hung there, sullen and beaten.

Once free, Larry helped the others hoist father into the air and off they went across the buildings without waiting for Parker. He would catch up. He could sense father's anxiety about the police but he also sensed the hope that all of this was true and not some kind of dream. Somewhere below them, the arachnid was zipping along with his own passenger. This would be it. The ultimate test. Was this the entirely new lease on life father so desperately desired? Larry hoped so, for father's sake, he really, really hoped.