FATR: I must attach a firm warning to this. This one is a little intense. It's an extended version of the work out scene in "Cat and a Half," even though Stray was the only one who really answered in the affirmative to the question. This is a rape fic, so proceed with caution. If you don't like that kind of thing, don't read it. It's a one shot so it doesn't effect the reading of anything that may follow this. Simply skip it. Easy as pie. The rest of you? Watch your step into the more twisted caverns of my imagination. How does one make a story like this? Steep an octopus in arrogance, bitterness, and insanity. Take a cat and let her marinate in tragedy for a few days, throwing in liberal amounts of angst for extra spicing. Stir them together with just a dash of lemon flavored sadism until the mixture comes to a boil. Enjoy!

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Felicia threw a punch at the punching bag, a pathetic punch. All right. What was it dad said? I need to picture someone I really want to hit. Someone like… Jason. Felicia growled and round kicked the bag. She hit it pretty hard but overbalanced and fell on her hands and knees. Ow! Okay, that was really pathetic. I'm glad no one- A dark chuckle from the door interrupted her thoughts. … Saw… that… uh oh… She looked up to see none other than Dr. Octopus leaning against the closed door. He had his human arms and is upper two tentacles crossed in front of him. He was also shirtless and barefoot, wearing dark gray sweat pants. Felicia had a very clear view of the arms where they were fused to his body, the harness melted into his flesh and the skin growing around it. Her nose wrinkled in disgust and she was glad she hadn't turned the lights on when she came into the room. "How… how did you find me?"

Ock raised an eyebrow. "I surmise it never occurred to you to check for video surveillance, a rookie mistake."

Felicia's heart stopped and she jumped to her feet. "You mean… Fisk could be watching right now? Oh, man, I am in so much trouble…"

"I have dealt with the security system. Fortunately, this shift is covered by a group of drunken imbeciles with a penchant for gambling." Behind the glasses, his eyes were flicking over the black sophie shorts and tight pink tank top. She was a soft little rich girl, even with the fiery streak she possessed. Her recent run of unfortunate luck had begun to take its toll on her, but she still had yet to complete her transformation.

"Why?"

He flashed her a coy look. "Why what, my pretty?"

Felicia rolled her eyes. "I thought I told you to stop with that 'my pretty' stuff." Ock didn't answer, just stood and watched. "Look, I don't know why you did it, but thanks for taking out the security system for me. Now if you would please just leave-"

He chuckled again. "Do you honestly believe any one of Fisk's personnel is going to allow you to just roam around at will, entirely unattended?"

"Then why did you- oh, forget it." She whirled around and glared at the punching bag. "Talking to you is useless." Felicia tried to ignore him and go about her business but she was painfully aware of her girly fighting. It didn't matter when her father was watching, but Octavius always acted so arrogantly superior and she could feel him judging her.

"You do realize the source of your error."

Felicia jumped at the sudden sound of his voice so close behind her and whipped around. Some how he had ended up less than two feet from her. "If I want your help, I'll ask for it. Besides, Fisk said-"

"Fisk is not here now, is he."

Fear suddenly crushed Felicia's heart in its icy grip. She didn't exactly know why, but there was something in his voice that told her if she still had her super senses, they would be giving her all kinds of warnings. His bare hands landed on her bare shoulders and he turned her towards the punching bag. He was now so close she could feel the heat radiating off of his bare chest.

"You must utilize your entire body," he whispered in her ear. He felt her shoulders go tense and she started shaking. He smirked wickedly. "You must also relax, my pretty, and concentrate."

Okay, okay. Do what he says and maybe he'll go away. Just calm down. This was all easier said than done, however, because as soon as she relaxed her shoulders she felt his hands sliding down her arms, onto her waist, and down to her hips.

"Place your left foot forwards."

When he turned her hips, she felt her right hip brush his pelvis. Oh, god, why is he doing this? There was a primitive instinct telling her to turn and fight. I… I can't fight him… 'Fine, then flee. Flee!' The little voice hissed urgently. Felicia caught a flash of silver out of the corner of her eye. I can't really flee from him, either. It's okay, though, because if I pretend nothing is wrong and do as he says, he'll leave me alone. His hands continued their course down her body and he bent slightly at the waist to slip them between her thighs, just below the hem of her shorts. Felicia's breath caught in her throat and she gulped.

"Widen your stance just a touch, my pretty." She obeyed him almost mechanically and he let his hands wander back up her soft thighs to her hips. He stopped with his hands resting there, his thumbs not even a centimeter away from the ribbon of bare skin between her shorts and her tank top. Octavius could sense her apprehension. His top two pincers took gentle hold on her shoulders and a badly repressed whimper escaped her throat. He pretended not to hear it, though. His bottom two tentacles reach from behind him to grab her right upper and fore arm.

Felicia let him manipulate her like a doll, the tentacles clamped on her shoulders frightening her into a state of near shock. He had never ever used those four extra arms on her peacefully, and she didn't expect him to start now.

"Now, as you bring your arm back like so, you pivot at your waist and rotate your shoulders with your arm." Doc Ock knew he could seriously hurt her if he jerked forward on her arm hard enough, and the temptation was there. However, good sense and his passion for the experiment prevailed and Felicia was spared. "Allow your weight to rest on your right leg. As you follow through, you provide the punch with extra force by throwing your combined upper body strength into it. Your weight will shift to your left foot. Make a fist."

Felicia did as she was told, desperate to get him off of her. Then he thrust her fist forward with his bottom two tentacles, turning her shoulders with his other two tentacles and pushing her weight from her right leg to her left leg with the hands he had on her hips. She didn't really take note of what happened outside of that movement though, what effect it had on her surroundings, because she had ended up with every square millimeter of her back pressed against his body. Something in her head clicked and her mind just stopped working. His various hands fell away from her body and he stepped back.

"Now let us see you attempt it on your own." She didn't move, just stared at the floor looking quite pale. A rather sadistic smile spread across his lips. "Perhaps you require another walkthrough…"

Felicia's eyes widened as her mind popped back on. "No," she whispered. "I think I've got it." She looked at him over her shoulder, face expressionless, eyes hollow. "As I understand it, it goes something like this…" She whirled around, using the force of the movement and her entire body to drive her fist into that arrogant pervert's face. He didn't even flinch, and her hand was stopped. She fired her other hand at him, but his other tentacle blocked that one too.

He shot her a suggestive look. "Nice form, just a touch too slow."

Felicia struggled and pulled, trying to break his tentacles' grip to no avail. "Let go of me," she snarled. "Don't touch me!" He walked forwards, pressing her back towards the nearest wall. He gave her a shove towards it and let go. She pressed against the wall sideways with her arm over her face. "I'll tell," she threatened.

Octavius chuckled. "Kitten is running mewling to daddy? I am shaking."

Felicia turned towards him, hands balled into fists at her sides. "N-no. I'm going to tell… Fisk. That's right, Fisk, and…" She trailed off because the octopus didn't seem intimidated at all.

"And what? Admit that you broke out of your cell?"

Dammit, he's right. Erg! The metallic snakes were dancing and waving behind him, casting twisted shadows across her face. He stood with his arms crossed, seeming to be deep in thought, and she didn't like that one bit. His arms dropped to his sides and he took a step forward. Felicia pressed back against the wall. "St-stay away…" He took another step towards her. "Please, just…" The distance between them shrunk again. "Get away!" She finally yelled and turned to run. Two tentacles blocked her escape. When she turned to run the other way, two more blocked her in. She turned to face Octavius, flattening herself against the wall to avoid physical contact as he drew closer still. He stroked her right cheek with the back of his right hand then grabbed her jaw in a near vice grip that made her cry out. His left pointer finger pressed to her lips.

"Shh…" He whispered, gazing into her wide blue eyes. She was trembling, causing her breath to come in shallow, shuddery gasps.

He took her head in both hands and tilted her face up towards his. He leaned in close, closer. Felicia closed her eyes. Please don't, I'm begging you! Please! His lips stopped and hovered a millimeter over hers. She held her breath.

"Do you fear me, my pretty?" He murmured, his lips almost brushing hers as he spoke.

"N-no...?" One of his hands left the side of her face and she felt fingertips trailing down her throat. She wanted to push him away, but at the same time loathed the idea of touching his bare chest. When he received no resistance from her, he pushed in closer, obviously testing the boundaries. She tried to shrink into the wall, shrink through the wall, but there was no where else to go as he all but smothered her with the closeness. "No..." It was all she could think of to say at this point. It's all she felt at this point. Next thing she knew, his mouth was on hers, trying to force it open. Her head jerked sideways and she shoved him hard. "Help!" She ran towards the door. "Help, he's g-" Two arms crossed in front of her, ensnaring her just below the ribs and knocking the wind out of her.

Octavius snapped her back against him, pressing his entire body into hers. Metal tentacles wrapped across in front of her to pin her arms to her sides. He covered her mouth with one human hand and pulled her head back against his chest, turning it to one side so he could whisper in her ear. "I would advise against such actions," he hissed. "Fisk's tolerance for such sneaking around leaves much to be desired." Two fingers of his free hand traced across the strip of bare flesh made by the hem of her tank top and waist of her shorts. Felicia struggled, arching her back away from him, so he tightened his hold on her.

This can't be happening. This can't be happening! Octavius was almost twice her size. There was no way she could fight him hand to... hands, but she couldn't just give in and let him carry out whatever perverted scheme he had devised. Her legs buckled underneath her as she tried to drop out the bottom of his grip. He bent with this unexpected shift in her weight but held onto her and dragged her back to her feet, even going as far as to lift her off the ground. She screamed behind his hand and started trying to kick him as he hauled her to the back of the room. She landed a couple of hard kicks on him and felt a satisfying rush when he hissed in pain. Victory was, however, short-lived as her legs were soon securely bound and pinned with one of the metallic snakes.

"Would you prefer it to be rough?" Octavius purred in her ear, squeezing her with the tentacles to emphasize the point. She closed her eyes tight shut again and a muffled whimper escaped her throat. He stopped by a bench against the back wall. "I am removing my hand. It would be in your best interest not to raise your voice. Are we clear?"

Felicia sobbed and nodded helplessly. There had to be something that could be done, but just what was being quite elusive at that point. He let go of her and turned her to face him, grabbing the edge of her shirt. She fired a fist into his solar plexus and tried to take off again. This time she made it a couple feet farther, but the arms were faster than she, even with their owner doubled over in pain. Apparently they were no weaker either, because one slammed her into the bench hard enough to jar her teeth. Octavius straightened up and loomed over, his three free arms writhing behind him. Terror washed over her. Oh, god, I'm in for it now... oh god... oh god... "Please," she whimpered. He reached towards her and she shrank away. "Please, just let me go..." His muscular hands locked on her upper arms and lifted her to her feet. The tentacle that had been around her waist traced up and down her spine making her shudder. "I'm begging you to let me go." She clasped her hands in front of her. "I won't tell, I swear..." The black holes that were his eyes burned into her and she felt the lump in her throat that heralded the appearance of tears.

Dr. Octopus pulled the warm, shivering body against his. "Your silence on the subject is a given." The two bottom tentacles took hold of the hem of her tank top on either side. "It should be, at any rate."

There was no mercy in those cold black lenses, no humanity of any kind. Felicia clenched her fists against his chest and lowered her head against them. A single tear made its way down her cheek and her shoulders trembled. "... god no..." she pleaded once more, barely audible. She sensed the tentacle behind her moving into a strike position and clenched her fists until her nails dug into her palms. One crack from those tentacles could snap her spine... She heard a whistling sound and felt chilled air sweep down her back. Felicia flinched despite herself. The tearing sound told her the back of her shirt had been ripped open.

Octavius knocked the straps off her shoulders and began to remove the article of clothing. She gasped and crossed her arms to hold it on. The man, if he could be called that, only chuckled at her resistance. He wrenched her arms back to her sides and yanked the top off. The girl crossed her arms over her chest and turned away from him. Her blond hair flowed down her bare back and he could see her shoulder blades moving underneath her soft flesh. Not to be deterred so easily, he pressed in on her again, turning her around and grabbing her wrists. There were tear tracks on her face. He gave her a half smile and leaned in as though to kiss her again. Instead, he tilted his head to the side and followed a tear track up her cheek with the tip of his tongue.

"No... no..." Felicia whimpered and struggled as she felt her arms being inexorably uncrossed. That's what the women in the public service announcements about rape always said, right? 'Stop!' 'I don't want to!' 'I said no!' The acting for the voice overs at the end had always been so terrible, and she had laughed about it, especially 'I said no!' Now she was just two words away from saying it herself, only it wouldn't be funny and it wouldn't do any good. Two tentacles remained secured around her waist as he leaned back slightly to take in the view. Her head dropped and tear plinked to the floor. She was waiting for him to touch them, but he didn't, just looked. Maybe he wasn't going to rape her, maybe he only wanted to look... That hope was short-lived. Though he was leaning away, they still made full contact from the waist down and just then she felt something that made her want to throw up. She couldn't even bring herself to finish the thought. She wouldn't let herself finish the thought. It just made her want to vomit.

The octopus put two fingers under her chin and lifted her face towards his. He ran his thumb across her lips and gently opened her mouth, simultaneously tightening the tentacles around her waist to remind her of their presence and capabilities. Her eyes showed fear but no intention towards resistance, so he once more pressed his lips to hers, this time sliding his tongue into her mouth as well. She immediately went rigid and tried to push him away, but, even tentacles aside, she wasn't nearly strong enough. He positioned one hand firmly between her shoulder blades and the other a few inches below that. The bottom two tentacles unlatched from her waist and took hold of the remainder of her clothing. The kiss broke and he hugged her to his chest, smelling her hair. I made you, I... "created you," he whispered. "I created you, you belong to me, my pretty, my pretty kitty..."

Felicia sobbed and shook her head as the bottom two tentacles pulled down.

"My pretty kitty," he insisted in a low voice, digging his nails into her back. She yelped. He smirked and shoved her onto the bench, immobilizing her with his metallic arms as he undressed himself. He was her creator, her keeper, and it was time to show her, force her to see.

Felicia trembled in terror as he lowered himself towards her. Resistance was futile, so she closed her eyes and cried silently as he took her.