Disclaimer: All characters belong to Marvel, though the tortures they go through are entirely of my own devising.

Author's Note: I wasn't certain if I wanted to put this up, but I was goaded into it. It's the follow-up to "How Do I Love Thee…" and "Spirit of the Season," though it's a very different fic, as you've probably guessed from the summary. It's based on something I thought up on a caffeine rush at three in the morning, hence its bizarreness. It's also got a bit more of a plot, too, so if it goes well, it'll be longer. It's not as outright comedic, either. This was originally intended to be a Valentines Day fic, hence its holiday references. It also contains a lot of pseudo-science that doesn't hold up, but just go along with it. Enjoy, or not.

The Wrong Chemistry

One – Romance on the Rocks

The candles had burned down to their holders before Mary Jane finally accepted that Peter wasn't going to make it. Again. Her untouched dinner had long since turned cold, and the champagne she'd selected was now warming in a bucket of water. Scowling, she got to her feet, circling the apartment's small kitchen/dining room combo and blowing out all the candles.

Oh, she knew why he wasn't there; there was never a dull, crime-free day in New York City. But they'd been planning this romantic anniversary dinner for almost a month, and she'd already had to cancel it two times previously because Peter was a no-show. She wanted to be patient and understanding, but, dammit, she might as well not have a boyfriend at all, for all that she'd seen him! Her friend Louise had joked that perhaps Mary Jane's boyfriend was imaginary. MJ was certainly starting to think so.

Mary Jane pulled on a robe over the slinky dress she'd bought weeks ago for this night that Peter still hadn't managed to see. She pulled the clips out of her hair, letting it fall from its previous elegant hairstyle into a disheveled mop, which she absently combed her fingers through. I may as well go take a shower and go to bed. I really don't want to answer that phone when it rings and Peter tells me why he couldn't come again. With that thought in mind, Mary Jane went over to the window she'd left open for Peter and pulled it shut.

She'd just turned her back on it when a loud thwack accompanied by the crack of glassmade her jump and whirl around, just in time to see a red and blue shape pressed against the window pane, looking for all the world like a bug squashed against a windshield.

Peter slid down the window, and Mary Jane flung it open before he could slip too far and grabbed his hand. He seemed too dazed to climb up on his own, and MJ was forced to haul him up. He fell in a heap to the floor, and Mary Jane pulled off his mask to see if he'd injured himself. When she saw his shocked expression, however, she couldn't help but laugh.

"You… you shut the window…" Peter said thickly.

"I thought you weren't coming tonight."

"You shut the window…"

"I'm sorry. Are you hurt? You hit your head pretty hard. Do you need an ice pack? Pain reliever? Anything?" She offered her hand to him, which he ignored.

"You shut the window." The empty look was leaving his eyes. Mary Jane was relieved; she'd been starting to worry that he'd accidentally damaged his brain.

"Yes. I shut the window. Are you all right or not?"

Peter blinked. "S'okay; I've had worse. Least I didn't break my nose again."

"Thank God." She thought back to that horrible week when Peter's nose had been busted by a woman's purse several months previous. She hadn't been able to take hearing Peter speak predominantly with d's and b's where they didn't belong. Worse, she'd begun to unconsciously imitate him, leaving them both hopelessly confused.

Peter glanced around the apartment, seeing for the first time the remnants of what should have been a romantic evening. "Oh, no… I missed it again, didn't I?" His shoulders slumped. "I'm soooo sorry… There was this guy in a rhinoceros costume smashing cars and breaking through walls… He put me through two walls before I finally brought him down. The cops weren't sure whether to send him to jail or a zoo." Peter smiled wanly. "It seems that more and more criminals want to join the costumed set, but the names and outfits they come up with…" Peter rolled his eyes. "At least it's more creative than 'The Spot.'"

Mary Jane nodded, but she was only half listening. While it did seem that super-villains – or, rather, not-so-super-villains – were crawling out of the woodwork, did Peter have to spend all his time fighting them? Surely even they went home for dinner! Mary Jane sighed; she knew she was being selfish, but was it so wrong to want a little time with her boyfriend, time that wasn't spent by listening to his apologies?

"There was something else, too," Peter said, his voice suddenly very serious. MJ turned her attention fully on him. "There was a robbery today while I was fighting the Rhino at a scientific facility. Several chemicals and some equipment were stolen. Nothing dangerous, but the theft itself is alarming. No one saw anything – but the robbery has Doc Ock's stamp all over it."

Mary Jane's eyes widened. Except for a handful of small robberies, the tentacled scientist had been keeping a low profile, much to her relief. Unlike the other would-be super-villains cropping up, Ock, with his deadly combination of brains and brawn, had already proven that he was one of Peter's biggest threats. The destruction of his second fusion device seemed to have taken most of the fight out of him, but MJ just couldn't believe the change was permanent.

It also meant that she'd possibly be seeing even less of her oft-absent boyfriend. Was that even possible? Is he considered a 'boyfriend' if I only see him about three hours a week? There are Jehovah's Witnesses that I've had more contact with! She plastered a phony smile on her face – being an actress gave one an advantage when it came to lying to a boyfriend – and said, "I'm sure you'll catch him." Right. This is a foe that was kicking his ass so badly he had to talk Octavius out of destroying the city rather than beat it out of him.

Peter had collapsed into her deserted chair and started scarfing down her dinner. At least someone was getting enjoyment from it. "I want to look for him tomorrow," Peter said between bites, "but I promised Dr. Connors that I'd help him with an experiment. After he fired me two years ago, I never thought he'd give me another chance. He's paying me a lot for this, and if I skip to go after Doc Ock, Connors'll never forgive me. But what if Ock is planning something horrible?" Peter agonized. "What if he's planning to poison the planet using a satellite in orbit, or kidnap the Palestinian ambassador, or…"

"Or maybe he wants to marry your Aunt May," Mary Jane said dryly. "Peter, trying to guess what that madman is up to won't lead you anywhere. He'll show himself; the super-villains always do, remember? They always have to appear in public or track Spider-Man down to gloat before they actually do anything, giving you the chance to stop them." At least, that was true of most villains. Had Ock ever actually done that? The truth was, she didn't want Peter to face Ock again… It just wasn't right that all these super-villains saw more of Peter than she did! It was a damn good thing none of these villains were female, or she'd have been very worried…

XXX

"It's almost complete," Otto said, watching the scarlet liquid in the test tube fizz softly. A dozen similar test tubes sat in the rack beside the fizzing one, waiting for the final components. The tentacles curled around him, admiring their work.

It is your most diabolical plan yet, Father, one of them cooed.

How will we get the final component, Father?

How long will it take to make all we need?

The three voices spoke so rapidly that their questions were nearly in sync. Only long practice enabled Otto to disentangle the jumble of voices and determine what they were saying. He was about to address their questions when it sunk in that one of the voices had been noticeably absent: that of the upper left. Since it was usually impossible to get the glitched machine to shut up, its silence was worrying. "What is your sister doing?"he asked as he angled his head back, trying to get a look at the errant tentacle.

Silence. Then, You don't want to know, Father, the upper right said, its tone that of an older sister embarrassed with a younger sibling's foolish antics, mixed with a touch of the 'I-don't-know-them-so-don't-look-at-me' attitude.

Otto slowly turned, opening his mind as he did so to increase the link between himself and the tentacles. He normally filtered out the background noise of their chatter – if he'd been forced to listen to nonstop conversations about what colors brought out the warmth in his eyes, he'd have tossed himself into the East River again and this time let himself drown. The dull murmur of the previously inaudible tentacle filled his mind, providing colorful commentary to the machine's actions.

pretty, pretty green, I'll show them that I'm not 'special' and that Father loves me best just wait until he sees how pretty I look… The rambling narrative cut off abruptly as the tentacle became aware that it was being watched. It blindly turned to face them, and Otto winced when he saw the self-mutilation the tentacle had somehow wrought upon itself. It had given itself the equivalent of botched plastic surgery: wires hung between the pincer claws in disarray, metal components had been ripped from their housings and were scattered across the work table, and one of the pincers itself hung loose. The delicate inner pincers held something in their 'fingers' that looked like a green Christmas light, and Otto groaned as he realized what the tentacle had been trying to do: replace the red heartlight with one that was its favorite color. But without the assistance of its siblings, it had been forced to do it itself – Otto grudgingly admitted that he was impressed with how much it had been able to do on its own, though he had designed the inner pincers to perform self-maintenance if necessary – and had left a nightmare of tangled circuits. No wonder – Otto recognized several of mangled components as belonging to the tentacle's sensors and camera. It had been working by feel alone.

Otto groaned. Repairing it was going to put him behind schedule. "Why did you let it do this?" he asked irritably. The other three curved away from him guiltily.

We thought it was funny, Father, the upper right finally ventured.

"What am I going to do with you?" Otto asked despairingly, his exasperation encompassing all of his children. The upper left continued to stare at him blankly, and Otto realized it had damaged its audio pickup. He echoed the thought in his mind, and this time the tentacle heard. He brushed a hand through his hair and heaved a sigh. Instead of getting a good night's sleep before their upcoming raid, he was going to have to spend the night repairing the tentacle if he wanted to keep to the timetable.

I just wanted to be pretty for you, Father, the upper left tentacle said in a small voice.

Otto didn't respond, and the tentacle seemed to wilt under his disapproval. I'm sorry, it said, nearly inaudibly. He set to work, assisted by the other tentacles, who could handle the more delicate repairs better than he. After a time, his eyes became too strained, and he let the tentacles take over completely. He closed his eyes to rest them, and let his attention wander to think through the following day's plan of action.

It was, as the tentacles said, a diabolical plan. Otto had been executing a series of daring thefts to procure the scientific equipment he needed to stock the hidden laboratory he was building in an abandoned section of the subway, but there were some items that would be difficult to get, being either to cumbersome or too rare and well-guarded. Otto knew that he could secure these items with ease – but only if Spider-Man wasn't around to stop him. And short of killing the web slinger, which the tentacles were all for, Otto hadn't been able to think of a way to stop him.

And then, in a flash of brilliance that impressed even Otto, it had come to him. Several months ago, his life had been turned upside down when the Daily Bugle had run an article declaring him the Most Desirable Man in the city. He hadn't been able to do anything or go anywhere without running into desperate, love-starved women flinging themselves at him. If he could inflict this torture upon Peter, then the vigilante would be too busy fending off these women to stop him. So Otto had come up with a devious scheme to mimic the effects of the Most Desirable Man fiasco – by using pheromones potent enough to trigger the reaction. Not just any pheromones; he planned to tailor it so that only Spider-Man could set off the craziness, so that any woman close enough to him would drop everything and go after him. And his plans for distributing it were even more genius, if he said so himself: the 'love potion' entered through the skin, and even the tiniest amount was potent. Otto planned to dump a huge batch of the love potion into the ink of the Daily Bugle, the city's best-selling paper. Any woman who came into contact with the newsprint would instantly be affected. And it wouldn't affect men, only women. A part of him felt guilty for toying with the emotions of women in such a manner, but the effects wouldn't last more than forty-eight hours, and he highly doubted any of the women would get close enough to act upon their chemically induced lust.

The love potion was nearly done; it only needed one component: A sample of Spider-Man's DNA, so he could tailor the pheromones. Without it, the women's lusts would be directed at any man who came near them, and Otto refused to do that – even though, if Spider-Man's girlfriend was affected, it would probably prove just as effect a distraction. That was Plan B. He planned to carry this out a week from now, on February 14th. It seemed to be a very appropriate day for it…

But first, he had to pay Peter Parker a little visit… assuming he had four functioning tentacles, that is. Sighing, he went back to work.

XXX

Peter Parker just barely managed to make it to Dr. Curt Connors' lab in time, and he was still wheezing and gasping for breath as he slipped inside. Dr. Connors scowled as he took in Peter's flustered features, clearly annoyed that something as simple as crossing the campus had tired the youth. Peter supposed he could tell Dr. Connors that he'd been distracted by a mugging and that he'd chased the purse thief across the sprawling open area of ESU's campus on foot – there were no buildings close enough to swing from – but he didn't think the older man would understand. And he didn't want to press his luck; after Dr. Connors had fired him two years ago for his frequent tardiness, he'd been shocked that the scientist was actually letting him in to the lab. He wasn't being paid for his time; rather, Peter's grades had dropped to the point where he was in danger of losing what few scholarships he had. Dr. Connors had offered Peter extra credit in exchange for assisting him in the lab – and Peter couldn't afford to refuse.

The scientist's lab's anteroom looked more like a zoo. It was lined with cages of reptiles, lizards, mostly, though a box turtle eyed him mournfully from its cage, and a massive boa constrictor was reposing in a glass aquarium. All those beady, slitted eyes staring at him made Peter uncomfortable, and he was glad to enter the main part of the lab, where several of Dr. Connors' favorite students, as well as other scientists funded by ESU, worked on experiments of their own. Peter had once been one of those students, and he felt a wave of envy.

"This way," Dr. Connors said – there was no other word for it – curtly. Peter followed obediently. He led Peter towards a door marked 'Special Projects,' and Peter felt a thrill of excitement. He'd never been allowed past this door, before; it required a special key card and a code, and Dr. Connors slid his card through the reader, then awkwardly typed in his code. The red light on the reader turned green, and with a hiss, the door opened. Eyes wide with curiosity, Peter trailed in the doctor's wake.

It looked just like the lab outside, Peter saw with some disappointment. The only big difference was a line of canisters along the wall marked with various warnings; probably a wise idea to keep the dangerous chemicals out of reach of drunken pranksters. There were fewer people, too. The only other person in the lab besides them was a dark-haired woman hunched over a rack of beakers filled with a blue liquid, nose crinkled in thought as she stared down at them. She looked up at their entrance and immediately descended upon Dr. Connors. "I've run every test imaginable, and I've checked, double-checked, and triple-checked it," she said, her tone imperious. "It's flawless! It's ready for human testing."

Dr. Connors gave her a strained smile. "Peter, this is Lexi Williams," he said. "And that is Vanity." He pointed to the rack on the metal table top.

"'Vanity?'" Peter repeated. "What is it?"

"A project that could change the world if it works, though not necessarily for the better." He shot Lexi a dark look. "It's a gene-altering beauty product, one that would change the lives of women everywhere. If it works, it will rejuvenate skin, eliminate blemishes, and even reshape the body by eliminating fat and enhancing health. It alters DNA for the purpose of beauty," he spat.

Lexi clenched her teeth. "Americans are obsessed with beauty," she snapped. "Why is it so wrong to give them a product that eliminates the need for painful plastic surgery, or repeatedly purchasing cosmetics used to hide age or blemishes? It'll be more effective and, in the long run, cheaper because it's one-time-only and there'll be no need to continuously by money on cosmetics. Any woman can have the flawless beauty the media tells them is the ideal, the beauty they think will make them loved by all. Imagine: no one will be treated differently because they're ugly."

Peter gaped. Flaws were part of what made a person special; what she suggested was an elimination of physical individuality! Mary Jane had her flaws, sure – she had the most unusually shaped birthmark on her buttock that he'd ever seen, for example – but he wouldn't change a thing about her. Sure her personality would be intact, for awhile… but something like this would change a person mentally, as well.

"I told you," Connors said, struggling to keep his voice reasonable. "I can't sanction human experimentation." He turned to Peter. "We can't test it on animals, because it isn't tailored for their DNA."

Lexi glared at him, then spun on her heal and stormed out of the lab. Dr. Connors sighed. "She's going to go raise hell with the school board now, but there's no way they'd let her test it."

"Why… why would you even create something like this?" Peter managed. He couldn't keep the horror from his voice.

"It was a by-product of my own experiment," Dr. Connors said heavily. "I should never have showed my data to Lexi." He turned his back on the tubes, and quickly changed the subject. "So, let's get to work, shall we?"

Peter had learned of Dr. Connors' Great Experiment back when he'd worked for the man: He was trying to isolate the gene that allowed lizards to regenerate their tails, and modify it for use on a human, giving them the ability to regenerate lost limbs. If it worked, it would be a great gift to humanity, making Dr. Connors a contender for the Nobel Prize. But, so far, it was still untested. Science was a slow process, something Peter was forcibly reminded of as he assisted the doctor by performing any duties that required two hands. After an hour, he was twitching with eagerness to leave. Who knew how many crimes were being committed while he was stuck here, making reptile DNA cocktails?

XXX

By hacking in to ESU's computer mainframe, the tentacles had been able to determine Peter Parker's schedule. Assuming the youth wasn't ditching class to run around in tights, then he'd been in the ESU biology lab allocated to Dr. Curt Connors. Otto boldly walked across campus, tentacles concealed beneath his long coat. The students had thinned out, and few spared him more than a glance. Much better than his last visit to campus, when he'd been overwhelmed by a tidal wave of femininity.

The lab was set a little ways off the main part of campus, as though the designers feared some hideous mutated monstrosity created by some drunken frat boy would escape and rampage around campus. He strode unchallenged into the building, and didn't meet with any problems until he encountered the double door closing off the lab section from the public part of the building. It had a card reader set by the door's edge, where a student ID card needed to be swiped. Undaunted, Otto pushed at the door.

It didn't budge.

Two of the tentacles slipped out of his coat, putting pressure on the door. It shuddered as they increased pressure.

But it didn't budge.

The other two tentacles, the upper ones, joined in, the green heartlight and slightly deformed metal claws of the upper left standing out in his vision and making him wince again. They tried grabbing the door to yank it off the hinges, but it was flush to the wall, and the space between the door and wall was too narrow for them to get a proper grip. So all four of them pounded the door, battering ram style.

Still nothing.

Otto stared, unwilling to accept that he was being defeated by a damned door. The card reader had broken under the impact, and still the door didn't open.

"Uh…" a hesitant voice said behind him. Otto whirled, the tentacles curling around him menacingly. A young, pimple-face student stared up at him with wide eyes. "You might want to try pulling on the door. Sir." His voice went up several octaves during the course of the conversation, culminating in a squeak.

"That's what I was going to try next," Otto said. He put his hand on the handle and gave it a tug. The door opened without protest. He turned back to the student. "Now, get out of here, and don't tell anyone you saw me."

The youth shrank back and fled. Not that it did any good; his pounding on the door had attracted the attention of every other student, professor, and TA who had an iota of hearing. Otto ducked through the door before one of them recovered their wits long enough to call the police.

From there, it was a simple matter of walking in to Dr. Connors' lab, frightening off the lab students, and stopping before the door leading to the restricted lab in the rear. This time, the door didn't stop him, and he entered proudly, with tentacles flared around him. There were only two people in the lab, Curt and Peter. Good… he was counting on Peter not wanting to expose himself as Spider-Man in Curt's presence. One flesh and blood hand curled around the empty syringe in his pocket, nestled snugly next to a vial of his love potion. He was intending to test it on his way back to his lab.

"Otto?" Curt's mouth dropped open.

"Dr. Octavius?" Peter echoed.

Otto was in motion before the words were fully out of his mouth. He saw the youth twitch, as though he wanted to act, and then glance towards Curt and stop himself. He was right; Peter didn't want to reveal his abilities in front of Curt. Because of this, he didn't act fast enough as the tentacles darted out and snagged Curt by the arm, pulling his old friend to his chest. Curt looked too shocked to do more than open and close his mouth like a landed fish.

"Just let me take a sample of your blood, and I won't hurt him," Otto said. He held out the syringe menacingly, then blinked. "Oops, I grabbed the wrong one." He set the syringe of love potion on the table, then fished out the empty one. "Here we go. Now, let me try this again: Just let me take a sample of your blood, and I won't hurt him."

"All right," Peter said, rolling up his sleeve and slowly extending an arm. "Just… don't hurt him, Dr. Octavius."

He'd come within reach of Otto, and the scientist began to lower the syringe. And then Peter acted, faster than Otto would have expected. He snatched the syringe from Otto's hand and jammed the needle into his arm. Nowhere near being a fatal wound, it still hurt like hell, and Otto howled with surprise.

Worse, the flash of pain made the tentacles act instinctively; they flung Curt aside and curled protectively around their host. Curt landed atop the row of beakers he'd been bent over when Otto entered, and they shattered beneath his weight. Otto saw blood mix with the liquids within the beaker, and immediately forgot his own pain. Fortunately, Peter was distracted as well, and they both rushed towards the fallen scientist.

Before they could reach him, however, he began to convulse, his limbs flailing uncontrollably. Otto stopped, knowing he couldn't get too close to someone in the middle of a seizure, and could only watch in horror as the violence of the convulsions rolled him off the table on to the floor at his feet.

Curt was writhing on the floor, and Otto and Peter stared, their previous animosity completely forgotten. His face had taken on a distinctly green cast, and Otto thought it was a result of nausea, until the green deepened, and the skin of his face seemed to crawl across bones that cracked and popped as they elongated, forcing his jaw out into a long, pointed muzzle. And it wasn't just his face – his whole body was changing, expanding beneath his clothes, tearing them apart at the seams. His hands – hands! Two of them! – curled into claws and his spine gave a mighty crack before something long and green snaked from its base – a muscular, whip-like tail.

The thrashing stopped, and Curt opened his eyes, two large, yellow orbs flecked with red and slitted. Then he climbed to his feet, the tail sweeping the air behind him. He cocked his head, birdlike, and then a forked red tongue flicked out, giving them a glimpse of sharp, jagged teeth.

Wow… that was the coolest trick ever!

He's green! Green! I didn't know humans could do that! Can you go next, Father?

"Curt?" Otto asked hesitantly.

The tail ceased its restless swaying, and then the confusion cleared from those amber eyes. What was revealed wasn't friendly. It wasn't even human. It was sheer, cunning malevolence, the look a predator gives its cornered prey.

"Doc, we need to get out of here," Peter said urgently. "He's going to-"

The giant lizard-man sprang forward. Peter shoved Otto out of the way, and Curt slammed into the row of volatile canisters lining the wall. There was a hiss of escaping gas, and then…

And then the lab around them exploded.

XXX

Peter hadn't been unconscious for very long – his healing ability saw to that – but in the brief time he'd been out, the lab had filled with smoke. His eyes watered and his lungs were filled with the noxious fumes, but he was alive.

A low groaning proved he hadn't been the only survivor, and a quick glance around the lab showed Dr. Octavius trapped under a pile of rubble, the tentacles pinned under them where they couldn't get the leverage to work themselves free. There was no sign of Dr. Connors – or the lizard creature he had become. He hurried over to Dr. Octavius. While Peter was tempted to just leave the villain for the police to find, the chances of the authorities arriving in time to save him before the lab collapsed completely were slim. It was up to him to save the scientist.

He lifted the beam pinning Otto's upper torso to the floor, tossing it aside as if it weighed nothing. One of the tentacles was able to worm its way free, but the other three were still stuck fast. Thankfully. He wouldn't be able to tell the difference between the buzzing of his spider-sense and the ringing in his ears if one of them decided to attack. The free tentacle nuzzled Otto's cheek insistently, until the man groaned and tried to push himself to a sitting position. The closest he could manage with his legs trapped under rubble was to raise himself onto one elbow. His cracked sunglasses fell off his nose and shattered on the scorched floor.

Was it his imagination, or was there something… different about Otto? Peter couldn't put his finger on it. Maybe it was just that the soot that smeared the doctor's face – except for the clean skin ringing his eyes that had been protected by the sunglasses – looked like a mask. Or maybe it was that his hair stuck up in all directions, as if he'd been the recipient of (another) electric shock. Or maybe it was-

Peter blinked. He wasted several moments trying to form the words, but could only open and close his mouth like a fish. Otto looked discomfited by Peter's expression, a glassy-eyed stare directed towards Otto's bare chest, and after Peter made several halting attempts to speak, the scientist finally spat out, "What is wrong with you, Parker? Why are you staring at me like that?" His voice was still gruff from the smoke he'd inhaled during the explosion, but it sounded wrong to Peter's ears.

Peter's voice was peculiarly high as he finally managed, "I… uh… I think you should zip up your coat, Doctor."

"What?" He gave Peter a worried look. "Did you hit your head during the explosion? Because there's something seriously wrong with your priorities."

"Look!" was all Peter could say. The scientist furrowed his brow in puzzlement, but his gaze roved downward. What he saw made his eyes widen. "What the hell?" he shrieked, his voice several octaves above normal. Or, rather, her voice. As the free tentacle completed what Peter was too stunned to finish by clearing the rest of the rubble trapping Otto, the scientist stared down at his – her – new body. "I'm a woman!"

To be continued…

I'm sooooo sorry for this. It seemed awfully funny at three in the morning. And I have some fun moments planned as they search for the cure, such as… clothes shopping! Da da dummmm… And for the record, the idea for Doc Ock putting something in the Bugle's ink comes from the Amazing Spider-Man Annual 15, a nice little story in which Ock wipes the floor with the Punisher and plans to poison every Bugle reader.