FATR: You know what occurred to me recently? I wrote chip chip eight of this almost a year ago. This story has been going for about a year and I still haven't finished it. I just thought it out and there are about five chip chips to go after this one. I'm taking it all the way to the end of the episode The Black Cat. There's also an idea for a sequel kicking around in my head. The sequel would step into alternate universe land, but it could be fun. Would any of you read a sequel? I don't want to start something else otherwise, because I already have a lot on my plate. I don't own anything, so don't try me. Enjoy this chip chip, which takes place approximately a week after the last chip chip. The cartoon never gave a definite time frame beyond 'days.'

X)O(X

Dr. Octopus leaned back in the chair with his yellow gloved hands steepled in front of his nose and mouth, surrounded by the warm glow of the desk lamp. Octavius' full attention was glued on the computer monitor in front of him. His creation always paced the cell restlessly, and she rarely slept anymore. When she did, she tossed and turned as though plagued by nightmares, lips moving soundlessly. It was times like those he wished the feed had sound. She wouldn't speak to him when he brought her food anymore—no more than was necessary, at any rate. He didn't push her. He could see he was getting to her already. It was disappointing that the game was drawing to a close so quickly. The winner and the loser would be decided tonight. He'd refrained from messing with the security system all week just for that purpose. There was no need to arouse suspicions so close to the final event.

Meanwhile his test subject paced the cage like a trapped lioness. Occasionally she'd climb on the bench and carefully study any of the corners she could reach. For a split second the first time she had done it, he'd wondered what she was up to. It would certainly brighten things up considerably if she tried to escape again. He had quickly realized she'd been searching for the camera and had lounged back to watch. She hadn't found it then, and she didn't find it this time. Sometimes, if he was lucky, she'd look right into the camera without even realizing it. This was one of those occasions. He leaned forward and ran his fingers lightly over the digital image, gazing into her panicked eyes. Octavius had put that haunted look in those beautiful blue pools. He had given her the power and the emotional turmoil that would drive her new lifestyle. Felicia Hardy was his; not Landon's, not Fisk's, but his. When it was all over she would know that, too.

Doc Ock held Felicia's gaze for a few more moments before she jumped off the platform and slumped against the wall with her arms crossed and her head down. He didn't know what she was thinking, but he thought he could detect a slight tremor in her shoulders. Then again, the tremor could have just been a glitch in the connection. His eyes drifted to the clock in the bottom right corner. It was time to get her. He stood, stretched, and left the room Kingpin had so charitably provided for him—heavy sarcasm on that, of course. Octavius couldn't wait for a chance to screw the fat bastard over.

X)O(X

It was the space in between activities that really killed her. Time ticked by in maddeningly minute increments. Every second of Felicia's life was filled with a nauseating concoction of fear, paranoia, and rage, but mostly paranoia.

'I can observe you without being physically present.'

'You... You've been watching me?'

'How else could I have known of your breakout?'

Felicia groaned and once more let her eyes roam over the corners of her cell. How else, indeed. What she couldn't seem to figure out, however, was the location of the camera. She slid down the wall and scooted farther into the shadows at the back of the room. There wasn't much she could do if she did manage to find it, but she could try to stay out of its range.

'The breaking of a wild creature lacks esteem if it is not performing in peak condition.'

Shivers played tag down Felicia's spine as she imagined what he could do, and what he might do. Her head spun with memories of him smacking her around with his tentacles. Even with her new abilities, could she withstand that kind of punishment? She curled into a ball under the bench and whimpered to herself. She could recall all too well the wind rushing past her as the alley raced up to catch her with deadly hands. She remembered the sadistic smile on his face as he drew her back up, as he asked her if she liked it when he used his tentacles on her, and as he asked her if she wanted another walk through...

And with that her mind tumbled unwillingly back into the exercise room. She'd never dared to allow herself to fully entertain this thought, but she was too aware of the other end of the spectrum, of what breaking might really mean. But Dr. Octopus couldn't be like that, could he? Then again, he'd almost kissed her, hadn't he? Or had that been another mind game? Maybe it was all just a perverse mind game, either for some end of the experiment or for his own, twisted amusement. It seemed plausible that he was telling her all these things and doing all those things just to watch her twitch. It was elaborate, but that just made it seem that much more possible.

Felicia stretched out but stayed under the bench, tucked tight against the wall. He couldn't see her under here. Oh, no, she wasn't going to let him play his little game. On the other hand, by hiding under the bench she was playing right into his hands, letting him get to her. In a way, she was giving him exactly what he wanted, if he wanted to see her quiver in fear, of course. If he really wanted to watch her? Well, then she was better off under here. God, it made her head hurt. She wanted her father. She wanted Spider-Man. She wanted Peter. She wanted someone to hold her and tell her it would all be okay and that the big bad octopus wasn't going to get her. Felicia felt another urge to curl up in a ball but resisted it. Instead she closed her eyes and waited for the flood gates to open. Felicia couldn't cry where anyone could see her, but under here she felt secure somehow. Not safe, just secure. The sound of the door opening scattered her thoughts and sent her heart into her throat. She watched the yellow boots take a couple steps into the room but didn't dare to look up at the man they belonged too. If she found herself looking into those two dark holes, she feared she would lose it. Of course, Felicia didn't too much relish being in this submissive position in his presence.

"Come out, come out, wherever you are…"

At first she dared to believe he hadn't seen her, but quickly realized that was stupid. The dark laugh that followed his words drove home the fact that he was merely toying with her. Felicia gulped, feeling foolish, and dragged herself out of her lame little hiding place.

"Welcome back." Octavius found her attempt to shield herself from his eyes the most amusing development yet.

Felicia blushed and kept her head down so he wouldn't see it. "I… dropped… something…" she murmured. As far as she'd seen, he'd arrived empty handed, but he still had three more hands she couldn't see from this angle. Try as she might, she couldn't bring herself to look at him, at least not until she could erase the emotion from her face. There was a hissing sound and one of the tentacles lifted her face toward his. Just as she feared, her heart began to race faster when faced with those empty black spaces where his eyes should have been. The low lighting didn't help, either.

"And what might you have that you could drop?" He watched her eyes quiver uncertainly and tilted his head as a silent prompt for her to answer.

"I… just… nothing…" The arrogant chuckle that rumbled in his throat made her want to smack him. He pulled her closer and leaned in inches from her face.

"A search for nothing is a rather pointless endeavor. Wouldn't you agree?" Before she could respond, his upper right tentacle thrust its burden into her hands and shoved her back a couple feet.

Felicia looked from him to her costume and back again. He stood in the door way with his arms crossed, still as a statue. Even his tentacles remained still. The top two arched over his shoulders and the other two struck a similar pose just below his waist level. For several minutes they just stood staring at each other. Apparently she was meant to change into her costume, but he showed no intention of looking the other way. "Um…" His forehead creased slightly as he raised an eyebrow but most of the expression was lost behind those be-damned glasses… goggles… whatever they were called. "Could you…" Felicia made a turning around gesture with her pointer finger. Of course, she really wanted to make a considerably more obscene gesture with her middle finger, but she didn't want to hear another condescending, hypocritical remark about manners. She could even hear his damn voice in her head now, 'Is that any way to behave, my pretty?'

Ock still didn't alter his stance one bit. "I have seen you in your undergarments numerous times already."

Felicia felt the anger simmering back to life. "Then you won't mind turning around this time."

Dr. Octopus scowled. "It would seem you are inferring something about my character."

Felicia glared back. "Maybe that's because I am 'inferring something about your character,'" she mocked in her best imitation of his accent. Another stillness settled over the room before he turned his back on her and waited. She watched him carefully as she removed her shirt in case he tried to sneak a peek but he didn't. In fact, she even dared to believe she'd actually triumphed in one of their confrontations. However, as soon as she stepped out of her shorts pulled her costume up to her waist he broke that illusion.

"There are video tapes."

Felicia froze. How many people were watching her from the surveillance room right now? Would her molester get a hold of one of those tapes? Or was he taping her with his own devices as she stood here half dressed worrying about it? She quickly pulled the rest of her costume on and noted the mask's absence. They were likely keeping her access to that restricted until they were sure she could be trusted. The mask was the true source of her power, after all. On her way out the door she gathered her nerves, got in Octavius' face, and hissed, "You sicken me."

Dr. Octopus only smiled at this fiery show. "I know the blind spots, my pretty." One of his lower claws snaked up and pinched her hard enough to make her cry out. "Do not push me."

Felicia stood rubbing her thigh and waited for the hot stinging sensation to fade. Before it could, cold metal seized her by the wrist and towed her down the hall in his wake. He moved so swiftly she had to do a sort of half jog to keep up. She had the impression he was doing it on purpose. That was the ticket for everything, wasn't it? Make little Ms. Felicia feel weak and inferior to the great Dr. Octopus. He jerked her into the elevator and pressed the button for a familiar floor.

"I suppose something will have to be done about these paranoid delusions you've been cultivating."

There was an arrogant shrug in his voice. Who was he to tell her about delusions, anyway? Who the hell was he to speak to her like he was perfectly sane and she was some deranged child? "Stop it! Just stop it!" He faced her with an expression of mild interest painting his features. "What do you want from me? Huh? What the hell do you want from me?" Felicia knew she sounded hysterical but she'd stopped caring. All he was doing was standing and watching, taking mental notes, reveling in her frustration. "Because you've won. Again. Okay? So stop rubbing it in my face." She finished on a frigid note that hung in the air between them.

"I've… won?" He shook his head and made a tsking sound. "This development is most unfortunate."

Felicia narrowed her eyes. "What development?"

"I surmise I must bring this up with Landon, though a complete psychiatric evaluation could take days and the Kingpin is hardly a patient man…"

Felicia wanted to scream. Here he had her, most likely on camera, acting like a mental patient while he remained perfectly calm and collected. Now he was indirectly threatening to tell everyone the chemicals they'd injected her with were making her paranoid? That would be the perfect trick to null the credibility of any accusations she might make against him, wouldn't it? It even sounded crazy to her, sometimes. She wanted him to stop so badly, or she really would go crazy, but everything she did only seemed to amuse him. Felicia took a breath and whispered, "Otto?" The use of his name seemed to intrigue him but he was still pretty much ignoring her. It wasn't very promising, but she pressed on anyway. It wasn't an approach she'd tried yet. "I'm asking civilly now. Please, stop. Whatever it is you're doing, I'm asking you to stop." He wasn't even looking at her now. "Does it have something to do with the experiment?" There was a ping, the elevator lurched to a stop, and the doors opened.

"Come along, my pretty. It reflects poorly on all involved if we are running even a minute behind schedule." Octavius knew he had her right where he wanted her, so he chose to stop responding to her 'paranoid rants.' He did, however, chuckle internally at how well things were handling themselves. All he had to do was whisper a couple things to Landon at the right moment and Felicia's credibility would be shattered. It would have to be done in her absence, so it could incubate in Landon's head untainted by any defenses the young woman might try. Of course, there would also have to be time for Landon to observe Felicia through the biased view point.

Still no answers, and she seriously doubted that anyone had any intention of giving her any. Either Landon and Octavius were plotting against her with the aim of driving her mad, or Octavius wanted to… to… God, she couldn't even think the word! "Um… schedule?" Then his eyes were on her again, but with the dark glasses she couldn't tell what part of her. Despite what he'd said earlier about her passing judgments on his character, he was still tall enough to see down her shirt if he wanted to. She shifted uneasily, wondering just how paranoid she was really being.

"The Kingpin wants to see a demonstration of your progress. You are being permitted some time to experiment with your new abilities before hand, under close supervision, of course."

Even when he turned his head away she felt like he was still watching her. That was another reason she hated those glasses so much. Not only did they make him look cold and inhuman, but she could never tell for certain where he was looking or what he was thinking. She pulled ahead of him just a bit to ensure he didn't have the angle to see down her shirt. Then it occurred to her he could be checking her out from behind and now she really wouldn't have any clue, but if she tried to fall back behind him he'd ask her what she was doing. Then he'd get to laugh at her for being paranoid again, whether she was justly paranoid or not, and have something else to take to Landon if he did indeed go… It was this costume. She'd liked it before but now it just felt far too tight and revealing. Stupid spandex. Spider-Man, the Shocker, Dr. Octopus… Anyone who ran around fully clad in this stuff on a regular basis really had to have a lot of guts. She also noted they stayed in pretty good shape, which she'd originally chalked up as merely for fighting, but there had to be a tiny bit of vanity there somewhere as well. This led her to wonder if any of them had ever stuffed their costumes, which promptly led to her decision to end this freakish train of thought before it could get too much stranger.

They'd stopped outside the door to a training room she'd only been in once or twice in the past several days. It wasn't the room where That Night had occurred, but Dr. Octopus was far too close to her now, much like he'd been just before he started touching all over her. In fact, when he raised his right hand, she instinctively flinched to the left. Then she realized he'd been reaching for the door knob and felt like an idiot. A tentacle brushed her left leg and she jerked away from that, too. Could he feel through those things? She shot a look over her shoulder as he pushed open the door and thought she saw a smile on his face. Right then she couldn't resist the panicked thought that her and her tormentor would be left alone again, and he knew the blind spots in the security system… The door opened to reveal Landon, her father, and an armed guard. Felicia had never been so glad to see another person in her life but she resisted the urge to run to her father, throw her arms around him, and start babbling incoherently. Instead she glided casually into the room with only a cursory glance at Landon and stopped in front of her father. "What's going on?" She already knew what was going on, but if she spoke only to her father and pretended the other three men didn't exist it made the situation easier to handle.

John forced a smile. These were hardly conditions he would have chosen for this moment, but they would have to work. His kitten seemed nervous and he hoped it wouldn't affect her performance. Maybe she'd feel different hidden behind her alias. He remembered he'd felt an extra boost of confidence whenever he'd put on his mask. "You get to show off."

Felicia felt her stomach knotting up as Landon stepped forward with her mask. There hadn't really been a major change before, because there had been very little for the chemical to augment. Her training had been conducted without her powers so she would have to work harder, and thus possess that much more strength when she finally did put on her mask. She'd been so confident that once she accessed her full potential, she'd be invincible, but when it came down to it she was scared. What would happen to her if the experiment failed? Would they dispose of her and start again? Would they just throw her to Dr. Octopus? Either of those two outcomes would, of course, be preceded by still more poking and prodding to find out what went wrong. Worst case scenario they would dissect her. She took the mask slowly and stared down at it. Her hands wanted to shake but she wouldn't let them. She had Hardesky blood running in her veins, after all. Hardeskys could take on anything. Just look at her father…

Dr. Octopus watched her contemplating the mask. He noted the look of uncertainty in her eyes, the way a few strands of hair escaped her ear to fall down her porcelain cheek, and the small tremor in her hands as she raised the mask to her face. She tried to seem so calm and collected, but he'd seen into her eyes and he knew there was a storm of emotion swirling just beneath the placid exterior. It was that emotional turmoil that would change her the most, no matter how many weights she lifted or balance beams she walked.

This was ridiculous. She'd put on the mask before, and nothing terrible had happened. Expelling all doubt, she pressed the mask to her face and closed her eyes. The change washed over her in a tingling wave, much like before. Her physical strength increased ten fold, her senses opened up and drew in every miniscule detail of her surroundings, and the long white hair fell in a curtain around her lowered face. There was something else inside her now, though. An infinite confidence plowed through the tumultuous fear and anger. She'd seen cats strutting through alleys and preening themselves in windows, and now she was experiencing that pride first hand. It wasn't like human pride, which could be shattered at the touch of a feather. There was no bottom to the hubris of a cat. If a cat fell off the back of the couch, he landed on his feet and played it off like it he'd done it on purpose. It wasn't all cool arrogance, though. Felicia felt this undeniable urge to leap and bound and play, despite the exhaustion of being paranoid and wrathful non-stop for the last week or so. She wanted to play, and she didn't care who was watching, so she did a cartwheel, just for the joy of it. That was when she realized the purpose of the spandex. With her physical transformation complete, now, her costume fit and moved like a second skin. Her cartwheel ended in a hand spring that landed her on the balance beam. She actually laughed out loud and another half cartwheel brought her into a one armed handstand.

Octavius felt his own swelling of pride as he watched her smooth movements from one position to the next. He so desired to reach out and touch the lithe, agile creature that he'd made. Oh, sure, Landon and Hardesky had helped craft that amazing frame, but the spirit driving it had been broken and reconstructed by him and him alone. The breaking process wasn't completely over. Felicia was scared of him, but the Black Cat wasn't, at least not yet. Once he broke the Black Cat, he'd have all of Felicia Hardy. And once he had all of Felicia Hardy? Well, the rest would just have to be seen…

X)O(X

FATR: And… scene! Well, I felt that this started out well, then started getting worse, and finally ended on a strong note. I hope you feel the same. I'm only sorry it took so long, and fear I may have lost a few of my original readers. I guess I'll find out.

Moonjava: Thankies, as usual. I know I haven't lost you as a reader.

LadyKayoss: I also know I haven't lost you as a reader, and you haven't lost me, either. Who doesn't fall behind once in a while, anyway? I've certainly fallen behind on this fic. It makes me dizzy to think it's been… What, five months since my last update? Geeze, I have attention span issues when it comes to fics…

Doc Ock's Girlfriend: I really hope you're still with us, despite my recent attention span lapses. Oh, man, I love cartoon Otto's accent so much! And those muscles, and that intellect… You know, I don't care if he has no sense of color coordination, or if his hairstyle is questionable. I love him! I proclaim here and to you all, I love him! Which is probably why the Otto's-a-closet-pervert element snuck in… Anyway, if you still live, please review and let me know, even if all you want to type is "Hi."

NeoNails: Are you still with us? I do hope you are. Um… I'm not exactly sure what scene you're talking about. As I said, I'm going all the way to the end of The Black Cat, so I will cover the fight scene at the beginning of that episode. If that's not what you were talking about, give me a clearer explanation and I'll write you a one-shot if the scene isn't in this fic. By the way, didn't you used to be Catgrl, or something to that effect?

Ottea Octavius: Wow, a new reader. Awesome! I haven't updated this in months and you still found it. I must agree about the love for the accent, and at the risk of being repetitive (see what I wrote to Doc Ock's Girlfriend) I love him! And indeed, a fangirl like me cannot help but read into anything and everything Otto does or says. Strange that he went from calling her Miss Hardy to My Pretty in the space between the two episodes, isn't it? I think you'll like the next chip chip of this story /wink/ but I'm not giving anything else away. Oh, and if you're a fan of Doc Ock/Black Cat pairings, maybe you'd like to go check out Octopus Meets Cat, if you haven't all ready. The link, of course, is in my profile. Thank you and /hug/

Penguin Peace!