Yeah, so this beginning really mirrors Peter's decision in Spider-Man 2, only with Doc Ock. I spent alotta time on this (unfortunately not the fight scene) so...yeah...HAVE FUN! (and from this chapter on I'll actually spell 'Octavius' right)

Octavius sat on top of the Chrysler building staring, miserably, at all the citizens of his city. They were all so…happy. Like, none of them needed to hide away or pretend to be someone they're not. They could just walk the streets of New York and live their lives.

Otto looked at his robotic arms and cringed. He couldn't live the life of peace that he once had. Now he had what Peter Parker had: a gift…and a curse. A gift that he would use to help mankind, yet a curse that would consume his life. A curse that forced him to give up his normal way of life and become extraordinary. A curse that made him a hero.

'But I don't want this life anymore,' he thought. 'I want my old life back. A life without these dreadful creatures to interfere. A life of my own…'

But even if he could get rid of his assistants, he would still be Dr. Octopus, and his life would never be the same again. He would still walk down the streets of his former home in fear that people would recognize him and call the police. He would never find a job and end up like the many bums on the streets, living in cardboard boxes and living off of nickels and dimes they find on sidewalks.

But, above all else, he could never live an ordinary life without Rosie. She was gone and there was nothing he, nor his accursed arms, could do about it. He missed her so much with every passing day and longed to be with her again.

'But why can't I die?' he asked himself. 'Why is it that when I drowned in the river I survived?'

'Because we wanted you to…' one arm said suddenly. Octavius shot the claw a look of hatred and despair.

"What!" he cried.

'We did not want you to die…' another antemantium claw said. 'We wished to live and start live anew.'

'Finish the Project…'

"The project is over! Sustained fusion is a speck of dust compared to ones life! I wish to die, Smart Arms, and if that means destroying you than so be it!"

'It is what Rosie would have wanted…'

Otto stopped and lowered his head. The arm was right. His own creation taught him something that he never would've thought up on his own. He knew that with every heartache and sorrowful thought passing through his mind, Rosie was watching from the heavens, protecting him.

"You're…right." He said quietly. Then he slowly pet his robotic arm. "Thank you."

'You are welcome…'

"Octavius!"

It was Spider-Man and he was web-slinging through the city again. He landed swiftfully next to the doctor and quickly caught his breath.

"What is it, Peter?" Otto asked.

"There's a disturbance over on the Daily Bugle building. Some sort of monster has been tearing the place apart."

"Do you want me to join you?" Doc Ock asked, already knowing that Parker's response was going to be 'yes.'

They nearly flew though the city, Spidey web-slinging, Octavius crawling on his arms, until they reached the Daily Bugle. Spider-Man landed on the top of the building.

"We're gonna have to split up," he said to his tentacled team mate. "I'll go down through the fire escape, you go up through the back entrance."

Otto nodded then quickly climbed down the tall building. He landed on the cement hard then ran in the direction of the alleyway entrance. This was his chance.

Spidey slowly crawled in the fire escape into the darkened room. His Spider-Sense could warn him if anything was coming, but he sensed nothing.

'There's nothing here.' He thought curiously. 'Could it have been a prank pulled on me by the police? I know they don't like me much, thanks to J. J. and his newspapers.'

Before he could think anymore, a metal foot emerged from the darkness and kicked him hard in the face. Peter went flying into the opposing wall and winced.

'What was…?' Another kick, this time hard in the stomach, sent him flying out of the room, out the fire exit, and back on the roof. He staggered to his feet.

"Who are you?" he called into the darkness. A fist responded to his question, which sent out friendly neighborhood Spider-Man flying once again. He landed with a THUD! on his back. He got up and groaned with pain.

'Now why didn't my Spider-Sense warn me of that?' he asked himself.

A tan creature burst out of the fire escape and landed hardly on the roof. His face was like a skull and his eyes were strangely like…Dr. Connors's? He wore a black robe and his entire body was skeleton-like. In his four arms he carried black-with-silver cylinders.

"Who are you?" Peter asked again.

"My name is of no importance, Spider-Man." The creature said in a voice so cold and dark it reminded Parker of all the villains he's ever faced.

"How do you know who I am then?" he asked.

"I was sent here by a humanoid called Harry Osbourne to destroy you!" He called out and ignited his weapons. The purple, blue, green, and red blades didn't seem like too much of a threat to Spidey, but he remained cautiously, on his toes.

'Harry sent this thing?' Peter thought. 'Oh, great. He unmasks me one day and sends an assassin the next. Some friend.'

"This talking doesn't amuse nor distracts me." Grievous said. "You will die today, Light creature. And I will kill you!"

He sprinted right at the arachnid hero and swung a blade. Spidey dodged it by a hair and shot some webs at the creature. Grievous easily evaded the webbing and stroked once more. He jabbed two of his sabors at the hero's chest (which Peter dodged once again) then used his other two to strike the arms. He just barely missed slicing off one of Peter's hands, then growled and kicked once again.

Peter got thrown off the building by the force of that last kick and smashed through a window of the neighboring building. He webbed up two sides of the window and used the Fling-Shot Jump he's used so many times in the past.

He soared through the air and kicked Grievous hard in the head. He landed and punched his hard in the face, but Grievous refused to admit defeat. And with that, he lit a lightsabor and sliced…

CHING! Spider-Man opened his eyes again and Grievous looked at his blue lightsabor that was supposed to end his targets life. It was deflected by a large metal arm.

"Dr. Octavius!" Peter cried happily.

"Come on, Parker," he said grimly. "Let's finish this cretin."

Grievous stared once again at the robotic arm. His lightsabors should've easily chopped right through it, but this metal was something he hadn't encountered before.

"Antemantium," Otto said to the creature. "An indestructible metal. So your little toys aren't going to help you much in that department." He smiled, triumphantly.

Grievous also smiled. "Your faith in your ancient technology is your weakness." He jumped up and kicked the two both in the face. Doc Ock's arms kept him balanced as Spidey went flying once again. A metal arm burst into Grievous's face, forcing him down to the ground. Lightsabors lit, the dark lord jumped back up and sliced the doctor's robotic arms.

Engaged in total melee, Doc Ock and Grievous fought fiercely. Doc Ock blocked Grievous's lightsabors again, picked him up with a claw, and threw him down to the ground. The Sith apprentice got up quickly, however, and used Force push to knock him clear over the ledge!

Octavius fell about five feet when his claws grabbed hold of the side of the building and pulled him back up to the roof. However, this creature was gone and Spider-Man was greatly injured. He picked up the fallen hero with his claws and looked off into the city.

'Next time,' he thought. 'It won't be so easy to get away.'

No, no, that's not it! I know this fight scene...well...kinda sucks, but in the next couple of chapters we'll see Spidey take on this galactic baddie solo and then...the ULTIMATE CONFRONTATION! (did I spell that right?)