Author's Note: Ahh Finally I get a chance to update. Thanks to all of you who've stuck with me. Kudos for everybody!! I never saw Hellboy… I just- Oh, heh, random ramblings. Never mind.

I'm soooo glad that they found the problem with that bug!!! I almost went nuts the other day because I couldn't update!

Chapter 7: Old Friends

The next morning, Peter woke late. He walked out of his room rubbing his hair. Clattering noises were coming from the kitchen where MJ and Aunt May were trying to fix breakfast.

"Mornin' Pete," MJ chirped happily. She turned her attention back to the pancakes that were almost ready to burn.

Aunt May walked over, hugged him and gave him a kiss on the cheek. "Life has been so much better with all of us living together," she sighed happily.

"No problem Aunt May," Peter said hugging her back. "Hey, where's Otto?" He asked looking about.

"He never came out of his lab last night. He asked us if it was okay if he wasn't disturbed," MJ said looking to the stairway.

"Well, I'm gonna go talk to him," Peter said messing up his hair a bit more than it was.

Peter entered the lab. The sound of keys ticking filled his ears. Otto was sitting at a large computer that had readings and rosters that stretched across the screen. Peter watched as Otto opened the small vial with the black mess inside and as an actuator folded back the larger pincers to reveal tiny ones. Otto pulled a small bit out of the tube and placed it on a small microscope slide. He pressed a button on the keyboard and a receiver for the slide opened up on one of the drives. There was a click as the door shut with the slide secured within. It took a while to read, but in the mean time, Otto fiddled with two wires that were lying in clamps to keep them from electrocuting any equipment. Peter walked closer and looked at the screen. As Peter did that, Otto accidentally shocked himself. There was a small zzzzt and Otto sat straight up, eye twitching ever so slightly.

"Oh, you all right?" Peter said.

Otto swayed slightly, "Buh," he said quickly as his head fell to a bare part of the keyboard.

Peter pulled him back up and almost busted out laughing.

"Gilligan, where's the coconuts?" Otto said groggily as his eye twitched slightly, "Hey, I know you."

"Hey," Peter said gently slapping his face.

Otto shook his head and rubbed temples, "Not again."

"How long have you been at this?" Peter asked pointing to the screens.

"Well, ever since we came back last night, I…guess," He said trying to shake off the effect of the shock. Having metal fused to his spine certainly didn't make things better.

"So what are we looking at here?" Peter said as a screen with a picture of what looked like a large, extremely muscular man coated in black with a white spider stretching across his chest. Its face was gruesome, a large gaping maw with hundreds of dagger-like teeth, a red tongue hung out one side of its mouth. Its eyes were blank and evil-looking.

"What in the hell is that?" Peter asked startled by its frightening appearance.

"That is the current form of our friend," Otto said looking up to Peter's awed face.

The screen put various descriptions along the side of the screen, and then connected them to various places on the symbiote.

"Hmmm," Peter said to himself as Otto began ticking away at the keyboard again.

"I still haven't found its weakness yet," Otto said disappointedly.

Peter looked to the clock and nearly fell over. "9:30?!? I'm going to be late!!!"

"Where are you going?" Otto said before Peter flew up the stairs.

"Connors," Peter said disappearing to the second floor.

"I think it's time we visited our old friend don't you think?" He said to the top-right actuator.

Yes, it has been a while

Won't he be surprised?

Giggle

Yes, you really need to visit Kurt again

Otto stared into the screen, a smile slowly spreading across his face.

"Ah God!" Peter quietly said to himself as he swung through New York. The icy wind stung his face and hands as he picked up speed. "I am so toast!"

All the way to Morningside, he kept the pace. One last webline was attached to the part of building in front of him. He watched as the ground flew above his head and back to his feet. Peter landed with a WHUMP before diving into a nearby alley and changing his clothes.

Five minutes later he crashed through Dr. Connors class door.

"Well, Peter… You're late, but you didn't miss class, it's an improvement," Kurt said in a low voice. "Take your seat please."

Peter frantically took notes throughout the entire seminar. He was still in the process of finishing a paragraph of notes when the bell rang shrilly throughout the building. "Class dismissed," Kurt said to his students. "Peter could I have a word with you?" he asked curiously. Peter stuffed his folder into his backpack and walked over to a corner where Dr. Connors was standing. "Yes sir?"

"I've noticed that you've been getting to class late, however, your grades have been on a steady incline… but… you're still looking like you never get any sleep. Talk to me… what's goin' on?"

"Well… It's kinda' hard to explain, sir… I've, uh, just been working late nights," He said. Peter knew he didn't need to as much anymore because he was living with Otto, but he had to save his butt the trouble of telling him that he was Spiderman.

"Well, you need to go home and get some rest. That's an order, not a suggestion; I can't have you passing out in my class anymore. You can't afford to fail this class," Kurt said strongly. "Go on… I'll see you next week!" he hollered to Peter as he ran out the door.

"See ya' doc!" Peter yelled back before disappearing outside.

Kurt sighed as he sat down at his desk and ran his hand through his short, dark hair.

"God, Kurt, give the kid a break, he's got a lot on his mind right now," Otto said as he pushed the open door away from him and leaned against the wall.

"Otto! Have you been here the whole time?" Kurt said standing up and smiling broadly.

"Yep," Otto said as hepulled off his trenchcoat and hung it on the rack as his actuators showed themselves. Kurt recoiled against the far wall, "Are y-you all right? I-I heard on the n-news that-"

"You look like you'veseen a ghost," Otto said a smile in his eyes as his actuators peered at Kurt through their red 'eyes.'

Kurt was trembling all over as the tentacles drew away. "Kurt listen to me… Doc Ock is dead! It's me…" Otto said reassuringly, "It's Otto."

Kurt swallowed and walked toward him. He had stopped trembling when Otto said that it was him. Kurt looked him up and down. "You… you look like a friggin' athlete." He said bluntly. Otto cracked his knuckles and Kurt noticed that he had black armored gauntlets on.

"Yeah… what, you don't like the new me?" Otto said spreading his arms, a smile spreading across his face.

"Hell Yeah! I'm envious… What's that?" Kurt asked pointing to what looked like thick leather straps. "Armor?"

"As a matter of fact, it is." Otto said. The straps wrapped around his shins and chest. The ones on his chest being connected just below his shoulder joint by a silver ring. A thick belt hung loosely about his waist.

"Doesn't look like much," Kurt said skeptically.

"Ah, wait," Otto said opening a compartment on the gauntlet and pushing a small switch. Kurt watched in awe as plates of gold-colored metal unfolded from the seemingly plain leather. When they were finished unfolding, interlocking locks snapped shut over his shoulders and one on either side on his ribs. Otto lost his breath as the armor suddenly tightened. He coughed and took a deep breath before examining how the gold-colored metal covered the gauntlets except where the individual joints were. Still short of breath, Otto reached up to his neck. The collar of the chest plate was high, just stopping short about an inch from his jaw. A gap about an inch wide in front of his throat was the only opening in the collar. "I haven't opened it up yet…so I haven't had a chance to see it," Otto said still out of breath, "Virtually indestructible," he said knocking on it.

Kurt nodded his head before speaking, "Hey, aren't those supposed to be boots?" He asked inquiring about the same-colored shin-guards that wrapped around Otto's ankles.

"No… They're greaves; they are only supposed to act as heavy duty lower leg guards," Otto corrected.

Kurt stepped back to admire his friend. He looked like some kind of futuristic knight. He laughed, "You look so much different since the last time I saw you."

"Essentially…" Otto said lifting the flap on the gauntlets again to check the time on the built-in watch before he said quickly, "listen… I've got to go, I'll see ya later." Otto walked over to the coat rack and retrieved his coat.

"Hang on Otto," Kurt said as Otto situated his staff back on its original place on his back and flinging his coat over one shoulder.

"What?" Otto said staring at Kurt.

"Well, I just was wondering… if you were coming to the big celebration-thing at the new planetarium next week… Pretty much everyone you know is going to be there, and the funny thing is that everyone thinks that you are still alive. They know Ock's dead, but they still think you live. Funny thing though… They also think that Ock is a different person."

"That's retarded!" Otto said with a laugh. "I was thinking about it. And I guess if everyone is expecting me to be there, then I guess I have no choice. I've got nothing to do that night anyway," He sighed.

"Great!" Kurt said happily, "Listen I don't want to keep you any longer so, I guess I'll see you next week?"

"Yeah sure, see ya," Otto said walking out of the building.

Outside, Otto slipped his coat on over his armor, and slingshot himself into the air. He let the tentacles carry him up to the top of the nearest skyscraper.

Hours later Peter slowly swung through the city. He yawned beneath his mask before landing on the top of a skyscraper somewhere in the Hell's Kitchen vicinity. He almost didn't see Otto sitting on the edge. His coat sat folded next to him as the setting sunlight shone off of the gold chest plate.

"Hey, nice," Peter said walking up to Otto and knocking on his armored shoulder. Peter took a seat next to him and looked across the river before looking at Otto. His sunglasses had slid down the bridge of his nose and his hair fell across his face.

"What's wrong?" Peter asked in an attempt to cheer him up.

"I was just thinking, that's all," Otto said in a low voice. He stared into the direction of the sun before looking down the coastline. Down the coast line that pier 56 used to be moored.

Peter knew what he was thinking about… Rosie. He watched as Otto closed his eyes before looking at the sunset. That was the other thing that had to be bothering Otto…the fusion reactor that practically tore his former life to shreds. Otto sighed heavily before turning to Peter.

"Well? Are you going to the party?"

"Where?" Peter asked taking off his mask.

"The planetarium…" Otto said sliding his glasses back up the bridge of his nose.

"Oh, Yeah… It's kind of manditory or Jameson will go nuts," Peter said with a smile, "How about you?"

"Well, Kurt pretty much left me with no choice… You see, many people believe that Doc Ock is a completely different person from me so they still believe that I'm alive," Otto said standing to his feet. The sun had completely disappeared below the horizon, leaving only the light from the city lighting up the quickly clouding sky. Peter stood up and slid his mask back on as Snowflakes began falling. He found himself shivering. Otto turned around and handed him the trenchcoat. "I don't need it… and to be honest… I seriously don't think that spandex will keep you warm," he said looking at Spiderman.

Peter slipped it on. "It's too big," he said smiling. Then again, Otto did have more muscle on him than he did. Peter buttoned it up and followed as Otto flung himself from the building.

Meanwhile, on top of the spire of the empire state building, Venom watched the moving city below. The cold didn't bother him as much as he thought.

"Ahhh, ssso many victimsss, ssso little time," he said as the blood red-tongue flitted and darted back and forth malevolently.

"Firssst things firssst, my friend… to get rid of a certain octopusss," Venom said to the symbiote that covered his muscular body. He fingered a leaflet that he had picked up earlier. It advertised for the huge ceremony at the planetarium. "Here'sss the perfect opportunity," He hissed.

Venom shook himself and a cloud of snow flew off of his back, and then with a leap dived down into the city.

The new armor's design allowed full range body movement as well as providing ultimate protection. There were four places in the back where the actuators could go through and still allow full movement.

Otto, you've really outdone yourself this time

Yes, most impressive

I'm speechless, really

… Whoa!!! Look out!!!

An actuator flung itself upward, suddenly breaking the steady pace, just in time to avoid being hit by a flying black object; however it landed on the building that the two had just come around and leapt back at Otto. The thing extended its talons and bared its teeth.

"Otto Look out!!!" Peter yelled.

Otto managed to duck out of the way in time to avoid having his head bitten off; however, the thing's talons grazed the back of his scalp. Otto lost consciousness and plummeted twenty feet onto a roof of a building as the actuators, spikes bared, slashed at the creature. The top-right one was the only one able to get it, but it was only a cut across its bicep. It disappeared as quickly as it had come. Peter hurriedly landed next to the fallen scientist and lifted his head off of the snow. A small place on the snow was red. Peter picked up a handful of clean snow and threw it on Otto's face.

Otto woke and shook his head.He paused before saying painfully,"Okay, I think it's time we got serious."

"What was that thing… it was practically a friggin' blur!" Peter exclaimed.

Otto nodded his head, "That my friend… was the symbiote."

"I think we better get back to the house," Peter said hurriedly. "I wouldn't want to run into that thing in a dark alleyway again."