FATR: I LIVE! Wow. I haven't updated anything over here in such a long time! I'm so sorry! Please don't hurt me! I got distracted reading and writing Static Shock fanfictions! BUT! I am planning a nice long Static Shock fic that will in a large part feature Ultimate Otto and some tidbits from the ultimate story line. When I finish this one, and it looks like there will only be five more chapters left depending on how I write it, I will start that one. Actually, depending on my will power and attention span, the latter of which is obviously a two on a good day, I may start it earlier than that. But I digress... If any of you are still bothering to check here after all this time, I really owe all of you a solid of some sort: Moonjava, daveykins, aleeock, LadyKayoss, and AgentSilver are all awesome peeps! Anyway, without further delay, because we all know I have nothing to my name, chip chip nineteen!

X)O(X

The museum was still and dark. Two solitary figures met in the middle of the entry hall, locating each other via flashlights.

"Is your sector secure?" The first guard asked.

"Yeah. Yours?"

"Quiet as a church." The two men fell into step together. "Speaking of which, are you going to the Bingo game?"

Before the other guard could answer, the front doors were ripped right off their hinges and torn into splinters by what looked like four metal snakes. The guards drew their guns and turned to find themselves faced with not one, not two, not even three, but four super villains. The odds of a confrontation's outcome were all too apparent, so the guards elected to flee. No dice, though. The one that looked like he had a starfish plastered to his face landed in front of them and grabbed their heads.

"Go into the light, my children." Blue and white lightening illuminated the vast hall, snapping, crackling, and biting chunks out of the delicate crown molding. The wreak of baking flesh filled the hall as the charred remains of the men fell at the human battery's yellow booted feet. The others were pouring through the doors and fanning out, Mac skittering up one wall and disappearing around a corner. Max decided to break down the nearest wall and investigate what rare treasures it may conceal.

Otto stood still the front hall for a while after the others had spread out, contemplating his next move. Unlike the others, he had a very specific target in mind. Where to begin the search? That was the question. He closed his eyes and listened, letting go of all logic and reason, in much the same manner as when he mediated, until there was nothing but his subconscious. His left foot moved forward, then his right, then his left again. Before he knew it he was walking, physically blind yet completely secure in the knowledge that he was headed in the right direction. When his feet stopped he opened his eyes and slid his glasses down his nose. The glass cases shone like ice in the light filtering through the high windows. His attention was suddenly snatched to a wall case lined with exquisite jewelry. Any one of the trinkets in there would make a lovely souvenir, but the bauble on the right end of the bottom case was his prime target. A triumphant grin spread across his face as his actuators propelled him over to the case. His fist smashed the glass and closed greedily over the fifth and final gem. It looked like a diamond, but the deeper into its depths he peered, the more colors he saw. They swirled like a vortex, glowing with an ethereal light. They sucked him in, devouring his mind...

"Hey, tha's pretty cool, doc."

Otto was jerked out of his hypnosis. He clutched the stone possessively to his chest and eyed Mac over his shoulder. "It's mine," he snarled.

"Wha' is i'?"

"That is none of your concern, because it is mine."

Mac put his hands up in a gesture of surrender. "I didn' say I was gonna take i'."

Otto backed away from the case as Mac approached it, still eyeing the green arachnid warily. Mac smashed the case and began stuffing the jewelry into bags. The scientist turned to survey the rest of the room. Now that he had what he came for, it didn't matter what else he took, as long as Fisk found it sufficient payment. He began smashing cases with his actuators and stuffing their contents into bags. "Success is imminent, my love," he whispered, clutching the stone to his heart. The wall behind him exploded and Max came flying through, propelled by some unseen force. He hit the ground on his back and skidded to a stop two yards from the octopus. He sat up slowly and put his hand to his head. "What happened?" Otto asked in a businesslike tone.

"The fly-eater showed up, with some guy in-"

Max didn't need to finish his sentence because at that moment a black and white shape stepped through the gap. He held a small leather pouch in one hand and wore a flowing white lab coat.

"Dr. Octavius, we need to talk," the man commanded.

"What might we possibly have to discuss?" Otto asked.

"About taking things that don't belong to you," Peter, in all his red and blue pajamaed glory, threw in as he crawled through the hole and sat on the wall over Leo's head.

They were after the stone. He didn't know how he knew, but that didn't matter. The stone belonged to him, he needed it. He'd rather die than give it up. "You will never get your sticky fingers on my stone, you malodorous arachnid-"

"You don't realized what you're messing with, Dr. Octavius," Leo warned. "I know you're a reasonable man, so if we could just-"

Otto lost his patience. The blade slid out of the bottom tentacle with a soft shink. "To reiterate, we have nothing to discuss." He stabbed for the man in the white coat. The tension in the room broke and his two comrades attacked as well, each targeting the wall-crawler.

Peter back flipped up the wall onto the ceiling, Electro's thunder bolts blasting a trail through the elaborate stone dome behind him. Scorpion followed him, circling around and cutting him off. Peter halted bare inches from the predator. This falter in progress was just long enough for Electro to get a blast at him. Peter dropped from the ceiling, shocked both figuratively and literally. However, he recovered quickly, shot a web line, and swung in a wide arc that brought him back to knock Mac off the ceiling.

Meanwhile, Leo threw the small leather pouch at the attacking tentacle. The pouch exploded on contact, knocking the machine's attack off course. The blade withdrew and the head closed. It shook off the attack and made a whining sound. But they could be sentient, could they? The other three tentacles darted out to attack, but Leo teleported away. Instead, they left three large holes in the wall. Leo reappeared behind Dr. Octopus and reached into one of the many hidden pockets in his white lab coat. Leo's hand closed around a vile of knock out gas. "Hey, doctor," Leo started, removing the vile from his pocket and he spoke. He was ready to snap it in the man's face as soon as...

Quinton saw what was going on and pulled a little teleportation trick of his own. Leo didn't notice the man appear behind him until Quinton sucker punched him in the back of the neck. The water demon grunted and the vile was thrown across the room to shatter harmlessly against a wall.

Leo whipped around to face this new attacker. He went for a fire ball blast but Mysterio spun around, cocooning himself in his garish purple cape and disappearing.

Otto took note of the situation. Max and Mac were occupying the spider. The nameless man who appeared to be either a chemist or an alchemist was occupied with Mysterio. This was good. Otto had to escape with the gem, even if he escaped with nothing else. The bottom two tentacles launched him upwards. Simultaneously, the top two shot up to rip a hole through the ceiling to the second floor. Otto climbed through and repeated the process again on the second floor, and on the third, tearing his way through to the roof.

Leo and Peter both spied Otto preparing for his charge for the roof, but neither of them could get there right away. He was the one Leo had to stop. It didn't really matter what the other three did, as long as they didn't get in the way. The alchemist ran for the physicist, reaching into his pocket for the stunner he had planned to use on Ana. Without warning, Mysterio popped up in front of him in a swirl of glittery smoke. Leo moved to dodge around him and nearly ran into a second. He looked around and spied a third, a fourth, a fifth... they all seemed to rise up out of the floor. Each stood shoulder to shoulder, blocking him in on all sides. Dr. Octopus was on the second floor and heading for the third. From there, it would be an easy shot to the roof. There was no time to locate and deal with the real Mysterio. The only way to escape appeared to be up, so that was the way Leo went. He crouched down slowly, eyeing his attacker(s). There was a beat. Quick enough to be a blur, Leo launched himself into the air, straight through the gap in the ceiling.

Max saw what the man in the lab coat was up to and sparks began to fly around his body. Spider-Man swung towards him intending to take him down with a kick to the head. The human battery grabbed the bug's ankles, jolted him with all the juice he could muster, and swung in the general direction of the nearest wall. Shortly, Max, surrounded with a bubble of electricity, lifted off the ground and shot through the holes. He felt the chilled night air caress him as he rocketed out through the roof. There he found Otto in a standoff with the stranger.

Leo could sense the power of the stone around Dr. Octopus. He knew the man had it, and he had to get it back no matter what. There was no longer any room for caution. The demon cast a series of small explosive discs at the doctor, catching him at least five times on the body despite the tentacles' efforts to deflect the harmful projectiles. One of these struck the man's wrist and with a cry of pain he released the stone. It clattered across the roof as Leo drew it towards him, but a tentacle whacked him in the side of the head. It wasn't hard enough to do much physical damage to the demon, but it did disrupt his concentration. As Leo's head jerked to the side, the stone skittered several yards to the left.

By now, the other two had joined them on the roof top, followed shortly by Spider-Man. Max had fired wildly on the web-head as he burst from the opening. The arachnid's agility didn't fail him even then. He back flipped out of the way, leading the bolts to strike Quinton instead. Max faltered in surprise and embarrassment for only a moment, but it was long enough for Spider-Man to web Electro hand and foot.

Mac found himself torn between his teammates, trying to decide which to assist first.

"Get the gem!" Otto barked.

The sheer strength of will behind the order forced Mac to obey, even before he could stop to actually think about the actual nature of the command. He dove for the stone. The stranger and Spider-Man both saw this at the same time.

"No!" Leo called and threw a disc at Scorpion. He caught him in the shoulder, effectively knocking the green arachnid's aim askew. However, the super-villain had been so close to the edge of the building, the blast combined with his clumsiness to send him tumbling over the edge.

Everyone began moving at once.

Peter dove towards the edge, ready to grab the man with a web line. He had never, ever just stood by and allowed someone to die on his watch, and he wasn't about to start. It didn't matter if this mutant was a crook or not. Just because he had superhuman powers, it wasn't Peter's place to judge who should live and who should die.

Max blasted out of his bonds. His only intention was saving his teammate.

Quinton, sure that the now airborne Max could reach Mac in time, was rushing at Spider-Man. His full intention was to use this unexpected distraction to launch a sneak attack on the web-head.

Otto didn't care about his teammates, and he didn't care about Spider-Man. All he cared about was that stone, and the only thing that mattered about the stranger was his insistence on being in the way. The two scientists found themselves in a race to reach the stone first. Otto had to work without the aide of his now damaged tentacles. He really needed to look into what substance the stranger had used to blast him. It had really been most effective... No time for that now. Just go. Go, go, go!

Leo could see Dr. Octopus catching up to him out of the corner of his eye. Perhaps the out of shape man could have beaten him if his tentacles hadn't been out of commission, but there was no way a mortal like that could outrun a demon. Leo poured on the speed, snatching up the gem and continuing right off over the edge. I've got to get this out of here. I've got to... what was that!

The wind whistled past his Mac's ears. Up on the roof, he could see a light burst as Max's powers crackled to life. He even saw the web-head rushing for the edge. Huh. What a joke. The hero trying to save the villain. As Mac watched, knowing full well the ground was rushing up to meet his back and trying not to notice, Quinton tackled Spider-Man from behind. Yeah, kill Spider-Man. Good job. There was no need to worry about his falling comrade, was there? Mac braced himself for the impact. However, what he felt instead was a sharp and sudden tug under his arms. Then he was rocketing upwards, back onto the roof. Just at that moment the stranger in the white coat dove over the edge. Mac saw his eyes widen in shock as they passed. Mac looked up to see what was holding him but he moved too slowly. It deposited him on the roof then disappeared over the side after the stranger.

Leo's stingray like wings ripped through the back of his coat and filled with air. He soared into the night sky, aware that there was someone or something following him. He tucked the stone securely into one if his many latent pockets and turned abruptly to face this attacker. She was a girl in a shimmery blue-green mask. Her eyes glowed a soul-piercing radioactive green and her brown hair whipped wildly around her face in the wind. She stopped, too, hovering vertically about a yard away from the demon. Her four gossamer wings whirred furiously. Aside from the mask, she wasn't really wearing a costume. She had black leather pants, black high heeled boots, and a black tank top. Over the tank top she wore a shear shirt the same color and sheen of her mask. The water demon raised an eyebrow. "Just how many mutant bugs are there tearing around this city?"

The green eyes narrowed and the iridescent blue-green lips tugged down into a frown. "My name is Dragonfly, and you have something we want."

The stone! Leo scowled back. "I highly doubt that."

Dragonfly buzzed forward suddenly. She felt a rush of joy when the water demon jumped back. On the roof she could hear Spider-Man fighting for his very life, and losing ground quickly at that, but that didn't matter. "I can feel it on you. Give it to me and maybe I won't kill you." She extended a hand toward the demon.

Leo eyed the hand. No mortal, mutant or not, was a match for him, but this one did have a lot of guts. "All right." He reached into his coat. As he did so, her mouth spread into a grin that revealed razor-sharp fangs. They were a lot like Ana's... But this obviously wasn't Ana. She had the wrong aura signature. All the Nasarians except Ana and Emma are dead. She's just a mutant. She's hardly a threat. His hand closed around the object he had been seeking. "Here." He shot backwards suddenly, simultaneously hurling a small leather pouch at her. It combusted in the air between them. He noticed she was shocked and surprised by this trick, but it didn't seem to faze her much. She somersaulted over the flames and flew in a circle around them, bunching them into a neat little ball which she brought to hover between her hands.

"I was warned of your tricks, Armand. There's nothing you can throw at me that I can't take."

How does she know my name? Leo thought just before dodging the ball of fire. Okay, I have to think fast. Maybe she's more than just a mutant, but everything has a weakness. What is her weakness? He took off with her close behind him. They spiraled down the building, him trying to think as he dodged the balls of green light she lobbed at him. Her name is Dragonfly. She has dragonfly wings. Hm. They're beautiful, aren't they? Dragonfly wings, that is, but so fragile... Perfect! That's it! If she follows me that far... Leo changed course suddenly and rocketed straight up, leaving the roof far behind. She adjusted her course accordingly. Clouds closed around him, blocking his view and leaving little kisses of dew across his skin and clothing. He couldn't tell if she was still following him or not, but...

Dragonfly was waiting for him when he burst free of the lake of clouds. Barely faltering in pace, he redirected himself into a vertical dive. Ha! There was no way Leo would escape her that easily. She followed close behind him. There was no sensation quite like that of the wind raking its chilled fingers through her hair. Next chance she found she would have to take her new wings for a joy ride, but business came first. Her benefactor had requested the stone Leo held, and the stone she would receive.

The ground rushed up to meet Leo at a breathtaking pace. One final glance over his shoulder told him his pursuer had taken the bait hook, line, and sinker. With an agility and reaction time only the supernatural possess, Leo spread his wings to full extent. They strained against the velocity of the dive. Leo felt his clothing brush the asphalt as he pulled up. The force was tremendous, enough to snap the delicate wings of a bug, right? And if not, maybe she would fail to change direction in time and end up road-kill. Anything was possible, and either outcome would keep the gem safe. It was time to return to the roof to help P- He cried out in pain as something small and fast dipped under his wing and clipped his shoulder on its way by. His hand clamped over the wound and his eyes traveled up to see Dragonfly grinning down at him. The edge of one of her wings dripped his blue blood.

"Smooth trick, but not quite good enough," she taunted. She was really trying to hide her rising doubts. He really had almost turned her into road goo. Her shoulder blades were on fire from putting on the breaks so quickly and unexpectedly. Perhaps there was more to this supervillain thing than she had originally thought. One thing was for sure. She had been lucky her wings had been as strong as she guessed, but she would be much more careful from here on out. At least, she would be cautious until she had the time and safety to find out just what her new body was capable of.

She was stronger than he gave her credit for, but he wouldn't underestimate her again. The water demon unleashed his entire arsenal on his attacker. Ice, an acidic cloud, he even tried to render her wings useless with a water bomb. She spun off and dodged the attacks in a way that oddly resembled a kind of dance. Humans called it ballet.

There was a lull in the attacks and Dragonfly stopped to rest and regain her bearings. She was dizzy, she had less endurance than she had thought, and she really had no idea how to fight for real. She had just figured once she had her powers she would know exactly what to do and when to do it. Coming out here was apparently a bit of a mistake. But she had saved Mac all on her own, hadn't she? And to show her fear at this point would be suicide. She set her jaw and tried to think instinctually, because that's all she had right then. There was power surging through her body. She knew she could do more than simply hurl energy orbs, but she didn't know how to access the rest of her powers. She was sure there had to be some strength/agility/endurance thingy somewhere. No real time to find it now, though. She dodged under another attack from the demon, Leo. In the air she could move just fine, because she had practiced on the way over, but she had no idea what she would do in hand to hand ground combat. For now she would continue this little dance of Leo chasing her away from him, then turning to flee with the gem, then turning to fight her off again. They moved backwards and forwards like this for what seemed like eternity, spiraling ever higher above the roof.

Dragonfly pulled back deep into the new part of her brain, seeking advice. There she found the power she wanted. She didn't know what it was, but she knew it was the one she wanted. She drew on it, sucking every ounce of energy out of that space. It collected in her hands as she shot past Leo and leveled off above him. His eyes widened in surprise at her sudden appearance. Without thinking, she placed the palm of her right hand on the back of her left and pressed her left palm against his chest. The green energy exploded out of her hands, blasting him backwards. His back collided with the roof and, with a sickening crunch, he continued down through all three floors and into the basement. She was about to follow him, but she was suddenly overwhelmed with this all consuming emptiness. It was a hunger like nothing she'd ever experienced before. Dragonfly could barely keep her altitude as her head dipped and swam, graying her vision. It was no good. She had to return to base. You're stupid for coming out here. Stupid, stupid. She berated herself with these thoughts as she winged towards home.

Leo lay on his back, immobilized by temporary shock. No. She definitely wasn't a mutant, but she couldn't be a Nasarian either. Could she? If she was he had to get up and get going quickly. He staggered to his feet, wobbled, and would have fallen if a bruised and battered Peter hadn't appeared suddenly to catch him.

"Are you all right?"

"I'll live," Leo grumbled, stumbling for the basement door. "We've got to get out of here, now! Before they come after the stone." As he ran, he fumbled in his pocket.

Almost right on cue, Otto dropped through the hole made by the stranger's fall. "Give it to me!" He snarled desperately and rushed the two do-gooders with the furry of a hell spawned beast. His tentacles snapped and writhed with his furry. If he didn't get that stone, that would be it for him, him and Rosie. She wouldn't slip through his fingers again, not that easily. The tentacles stretched in preparation to coil around his two fleeing victims, the blade shooting out to slice and dice them. Whether it was necessary or not, he would slice and dice them.

Leo's fingers finally closed around the vile he'd been seeking. He grabbed Peter's arm and smashed the vile on the floor, praying the tentacles wouldn't grab them before the spell took effect. It was his last vile. He couldn't pull this off again. He and Peter were engulfed by the bitter smelling blue fog. Leo held his breath, but realized, as he heard the young mortal choke, that he had forgotten to warn Peter to do the same.

Otto dashed into one side of the cloud and came out the other with nothing but an armful of mist. He whipped around as the fog cleared, revealing the octopus' state of utter aloness. Oh, this wasn't good. No, this didn't bode well at all. Excusing himself for the vulgarity: Screw Fisk. Ana will have my head. I know she will... He fell to his knees in despair. What now? There's nothing left to do but return home and face the music, I guess...

X)O(X

FATR: Chapter 20? Hotdang! Heehee, I really can't wait to see who's still reading this...