Author's Note: Thank you so much for all of the wonderful reviews People!!! I only wish I could get it all up at once, however, I can't. I wanted to make this chapter longer than the others as thanks to all of my wonderful fans. Oh, and Mark C? You must be telepathic ah ha! Cheers! Well, enjoy.

Chapter 8: Disaster

The week went by quickly. Otto stood staring into his bedroom closet when Peter came in wearing a grey suit and blue tie, his camera around his neck. "I'm going to go ahead and go over to the Daily Bugle, I'll meet you there… Don't be late," Peter said.

"Well, how about you don't be late… Hero," Otto smirked.

"Well, Fine," Peter said returning the smirk and disappearing.

"Now… what to wear…" Otto said to no one in particular as he parted through the shirts hanging inside. "They are all too big for me now," He said to the actuators.

Let us have a look

Yes, they are too big for you now

Isn't that a good thing?

Shush

Otto rolled his eyes, "Guys, Please… not now."

Apologies, the top-right one said as it nudged its 'Head' farther into the closet. The others continued their quarreling in the back of his head. Otto waited as the actuator reemerged with a red, silk button-up in its pincers.

Mmmph, it said to him as Otto removed it from its pincers. It was definitely a smaller size than all of the other shirts.

"You got this from the back didn't you?" He asked it.

It seemed to nod as Otto held it up to him, "You know, it just might fit," Otto said raising his eyebrows. Red had always been his favorite color anyway. He laid it on the bed and changed into a new black shirt and put the chest armor back on. It was in its original leather-looking state so it would take up less room. Otto put the shirt on and buttoned it up hearing the loud rip as the actuators tore holes through the back. He dropped one arm to his side and slapped the other hand to his forehead in frustration. "Damn, Damn, Damn," he thought to himself. He then dug around in one of his drawers and pulled out from the bottom, a pair of black slacks. He put them on, tucked the shirt in and then took out a black tie from his top drawer and put it around his neck. He walked in front of the mirror and stopped as he finished doing up the tie. The actuators swiveled around to look at his reflection. Otto smirked as he stared at the man staring back at him. He turned to the side and back to the front admiring his new looks. The top-left reached into the closet and pulled out a black-cloth long jacket. Otto slipped it on and checked the length. It went down to the backs of his knees. "Perfect, you guys should be able to fit," He said. The actuators clicked and trilled to each other. "No complaining," Otto said firmly as the actuators retreated beneath the coat. He made sure that the gauntlets were secured around his wrists. He put some of the cologne he used to wear on before going out into the main room where MJ sat reading.

"MJ, could you tell me… Do I look normal to you?" He said turning to the side.

MJ stifled a laugh, "It depends, what is normal in your case?"

"Well, yeah but- Hey!" He said as a smile spread across his face.

"Oh, you have a wonderful smile! You should wear it more often!" MJ laughed.

"Yeah, well I try to bring it out on special occasions," He said still smiling broadly.

He lifted the flap on his gauntlet and checked the time. "Sorry, I've got to go."

"Okay, we can talk more later," MJ said happily and returning to her book.

Otto ran to the large half-moon window, opened it and disappeared into the night.

Peter followed Mr. Jameson around the large building for what seemed like an eternity. Whenever Jameson would point, he'd bark, "Parker!!" Peter would snap back to reality long enough to take the picture before scanning the crowd again for any familiar faces. He finally saw someone he knew.

"Parker, you can go off for a while, but I want you back when I holler!!" Jameson yelled.

Peter ran over to a young woman with strait blonde hair that fell to her jawbone. "Hey," She said winking.

"Hey Felicia!" Peter called out.

"Peter!" Dr. Connors called to him. He walked over to his student before speaking into his ear in a low voice, "any sign of Otto yet?"

"No," Peter whispered back, "Oh, wait, here he is," Peter said in a normal voice, "Wait… won't Jameson recognize him?"

"Probably not… he's changed a lot since then, maybe we could say that they had the information wrong," Kurt suggested into Peter's ear. "Good idea," Peter whispered back.

Otto snuck along the wall in the shadows until he came close enough to Peter and Kurt.

"Sorry I'm late… I had to sneak in through the back way," Otto whispered in an attempt to keep out of sight.

"You know that you won't be able to keep out of sight for long… nice shirt," Peter said smiling.

"Peter, this is serious!" Otto whispered loudly.

"Relax, just blend, we've got it all worked out," Kurt said reassuringly.

"PARKER!!!" Jameson yelled.

"Ack! Got to go!" Peter yelled, "I'll catch up with you guys later!"

"I'll be right back," Kurt said walking off.

"Sure, just leave me," Otto muttered sarcastically.

"Ock?" Came a woman's voice from behind him.

"Cat?" He replied to the feminine voice. The woman came around to face him in the front. "Felicia Hardy I presume?" He said drawing himself to full height.

"Yes as a matter of fact," she said raising an eyebrow, "Actually, there's something… more like someone I wanted to talk to you about-"

"Felicia!" A voice called from somewhere in the crowd.

"Oh, Mother!" She said through gritted teeth. "I'll be back."

"Sure," he whispered looking up to see her disappearing into the crowd. He noticed a couple women who were his colleagues looking at him and talking to one another, smiling and laughing. Otto looked away and rolled his eyes, "Oh, give me a break," he whispered to himself. "Come on Kurt."

Kurt and a few other people came up to him.

"Well, well, Octavius, I haven't seen you in nearly fifteen years," a dark-haired man with blue eyes and messed up hair exclaimed and shaking Otto's hand. He was tall, but still about an inch shorter than Otto.

"I'll be damned, Brad Gonima!" Otto said returning the handshake.

"You look so much different!" Brad exclaimed and looking closely at Otto.

"Yeah, I'm not dumpy anymore," He said with a wry smile. Brad smirked.

Brad had been one of his best friends in college. The next fifteen minutes, Otto spent uncomfortably talking to his old friends and colleagues from school and explaining to him what really happened. It was difficult to explain that he wasn't the infamous Doc Ock. He eventually pulled himself away from the crowd while Kurt covered for him. Otto went to an empty corner and leaned against a pillar. He closed his eyes and wiped the sweat from his pale face. Things only became more uncomfortable for him that night five minutes later.

"Otto?" a gentle voice asked. He snapped his eyes open to look into the face of Rosie's older sister, Lilia. "Oh, God," he mouthed silently.

"L-Lily," He stammered. His heart raced inside of his chest as he panicked.

"Easy, easy," She said soothingly as if trying to calm a panicked animal, "If your face gets any whiter, I shall say that you are a ghost."

That seemed to have the desired effect. His shoulders relaxed and color returned to his face. "I just wanted to talk," she said. She almost looked exactly like Rosie; she had the same green, almond-shaped eyes, but darker hair.

He followed her out onto the balcony and rested his hands on the railing. She reached over and placed her hand on top of his armored one. He let out a small, uneasy gasp and looked into her eyes. She looked down at his hand; the black-armor gauntlets covered his knuckles and halfway up his fingers to the next knuckle. "What is this?" She asked picking up his hand and examining it like a curious child.

"Oh, It's just a… project I've been working on," He said timidly and swallowing.

She placed his hand back down and sighed, "Otto, you don't need to hide it anymore… I know who you are… I know what you were," she said nodding toward one actuator who was sticking its 'head' out from beneath the bottom of his coat. "It's okay… It wasn't your fault."

Otto looked down at the bottom of his jacket, "You peeked!!" he said swatting it. It retreated back into his coat with a hiss that almost sounded like a laugh, "It's not funny!" he said to what Lily thought was no one.

"Who are you talking to?" she asked raising an eyebrow.

"The actuators, they have built in AI, so they kind of have minds of their own," He explained.

The pair spent the next hour talking and catching up on the events of the past three months. When Otto finished, he turned away and shuddered, "I'm sorry," he whispered, "Most people think that a beast like me is incapable of love…but… I just… I don't know how or why I kept going those months, but I know that it's impossible to bring her back… I'm so sorry." His heart ached badly and Lilia knew it. There was a long pause before Lily leaned up against him and whispered into his ear, "Who says it's impossible?"

Otto looked up, his doleful eyes boring into hers. "I'm sure with your intellect, you can find a way," she continued. She kissed him on the forehead and drew away from him. She walked back to the door and rested her hand on the knob. "I know it's possible, I know it can be done," She gave him a warm smile before disappearing amongst the crowd leaving him to ponder her last words.

"It can be done…" Otto muttered staring into the starry sky. He sighed and stared into the sky, smiling as his breath rose into a cloud.

Otto came back into the planetarium where he found Felicia and Peter muttering to each other. When Otto joined them, Felicia leaned over and whispered into his ear, "You see that guy over there?" She motioned to a man wearing tan slacks, a regular white tux-shirt and a leather vest. He had short black hair that was neatly combed back and he went around snapping pictures.

Otto narrowed his eyes and focused on his face. He suddenly realized who it was, "Who in the hell does Brock think he's kidding?" It was true; Eddie had dyed his hair black and neatly combed it. He had in green contacts and was showing a three-day beard, which he had also dyed black.

When he came over to the three, he had a large smile on his face. Otto knew it was a fake, and inside, he was all but smiling. He clenched his fists behind his back.

"Whoa, there, mighty one," Felicia said to restrain him.

"Hi, I'm Randy Smith, I work for the New York Times, and you must be Otto Octavius? Great to meet you sir!" He said cheerfully.

"You know Damn well who I am you little bastard," Otto fiercely thought to himself. He put a smile just as broad and shook his hand.

"Wow, Felicia Hardy and Peter Parker… mind if I get a picture?" He asked showing them the camera.

"Wait, how do you know me?" Peter said thinking to himself, Aha! Gotcha!

"Well, you are the only one able to get pictures of Spiderman, You are the envy of all photographers in the tri-county area," He said informatively.

Otto, Peter, and Felicia paused for only a second to pose for the picture before Eddie- Randy (whatever) spoke in a sweet tone, "I enjoyed our little encounter, maybe we can see each other again soon." He ran off.

"Grrr, I just wanna break something!" Otto said raising his hands to his face and flexing them, making the muscles in his arms bulge.

"I don't have a good feeling about this… something bad is going to happen," Peter muttered to them. The other two fighters nodded.

During the next thirty minutes, Otto, Peter and Felicia kept a sharp eye on Brock before he disappeared completely.

"Where'd he go?" Otto asked Peter.

"Shit," Peter whispered before addressing Otto in a normal voice, "I don't know… oh Jesus, that's bad."

"I'll be back, but it will be Black Cat," Felicia said running off in the direction of the Bathrooms.

A sudden din from the crowd came as Kurt walked over, grabbed Otto by the arm and dragged him to the stage. "Speech, Speech!!" Peter took out his camera as Jameson looked over to see if he was paying attention.

Otto stood, looking into the faces of his friends as Kurt walked down and stood next to Lilia. "Well, my friends, esteemed colleagues. It's uh, good to be back, I know Kurt has probably given you the entire story by now," He said glancing up into the shadows at the top of one pillar, where he thought he saw something move. The crowd burst into applause and laughed.. He laughed once before continuing, still glancing from the crowd to the top of the pillar. The uncomfortable feeling in his stomach was growing and growing. As he went on in his address, whatever was up in the shadows moved again and Otto was certain that it was Venom. He glanced at Peter and up to the pillar and back to Peter. Peter nodded and slipped away from the crowd.

Otto decided that now would be a good time to end his speech. He broke away from the topic, "I-," he sighed. "I-uh- have to go… This will become a shock to many of you because I've hid it all evening…" He glanced to the floor. "You're probably going to forget Octavius tonight, so I would like to wish you all a very fond farewell… as a friend." Kurt and Lilia's smiles dropped. He looked to the pillar again, Venom was in a pounce. "Goodbye." Otto gritted his teeth and bent over as the tentacles forcefully burst through his jacket with loud rips. The force of the emergence left the evening jacket in shreds so Otto just shook it off and stood up. Screams emitted from the crowd as he stood up and removed his tie and the red shirt, exposing the black shirt and armor. He opened the flap on the left gauntlet and pressed the switch again. The armor unfolded and locked quickly.

Brad Gonima stared at his former colleague, "So this explains it…" He said as his friends dragged him from the building. Venom pounced sending more shrieks from the crowd.

Otto bared the actuators in defensive mode with their spikes bared. "Come on Brock!" He taunted as the beast hurled itself towards him. Venom snarled as he came within injuring distance of Otto. Otto turned to the side in a flash and as Venom came to his side in surprise, Otto moved back to his normal position, ramming him with his elbow and sending him flying. Venom snarled as he flew into the far wall, putting a deep dent where he landed. Debris fell down on top of him as a result from the impact. "You may be fast, Venom...but I've gotten faster myself." Otto said with a smirk.

There was a tremendous BOOOM as a hole appeared in the ceiling to expose a man clad in green armor with a green helmet fashioned into a goblin's head with fangs and glaring yellow eyes. He held in his hand, a brass sphere and let out a wild laugh as Peter as Spiderman and Black Cat swung into the room.

"GOBLIN!!!" Peter shouted above the screams.

"Yes Spidey, it is I, HAHAHAHA!!!" He cackled as he flew into the room on his glider. "Oh, and Otto, If you don't hurry, you could lose another person dear to you!" He said pointing to Lilia as venom ran to a pillar and tried to bring it down on her. Otto saw the pillar start to wobble as she backed against the wall in fright.

"NOOOOOO!!!" He screamed using the actuators to fling him over to her. There was a deep rumble as debris from the roof fell. He shielded her body with his own.

"Otto," she whispered. He smiled before he was bombarded with blows, the armor blocking most of the shocks from the impact of each stone. He would wince as a large piece fell on top of him. Finally all debris was finished falling and Otto found that he was knee deep in rubble. "Come on," He said picking her up in his arms. There were still a number of people running about in fright. "Spidey! Cat! Help me get these people out!" Otto said as he grabbed a person in each tentacle as The Green Goblin threw the sphere into the midst of the bedlam. The ball exploded, setting the room aflame. Otto crashed through one window and landed nimbly on the street. He placed Lilia and the people that he randomly snagged, finding out that they were Kurt, Brad and a few of his friends.

"Listen you guys, Get her out of here!" He said referring to Lilia.

"Otto-" Lilia started as they looked into each others eyes. She realized the look in his eyes. It was one that clearly said 'I-know-what-I-have-to-do.' She nodded and followed Kurt and Brad away from the burning building.

Peter and Cat landed on the ground a few seconds later with the remaining people. They dropped them off before Peter hollered, "Come On!!" They all leapt back up to the floor to find venom squatting on a rafter and Goblin hovering on his glider a few feet off of the scorched ground.

"Oh, look my pet; they've come to play… Quite a motley looking crew huh? A spider, a cat and an Octopus…Here kitty, kitty, kitty," Goblin taunted.

"Piss off!" Cat snarled.

"Harry don't you don't want to do this!" Peter shouted.

"Osborn? You Asshole!!!" Otto shouted surprised.

Venom snarled and threw himself at Otto. Their momentum crashed them through a burning wall. Harry swooped low, smashing Cat in the head with his glider. She fell unconscious onto a piece of floor that wasn't scorched. "Cat!!" Peter yelled. "Alright Harry, we finish this now…"

"Indeed we do!" Harry shouted taking out another brass sphere from his belt.

Otto crashed through a burning wall and landed painfully against a wall that still hadn't found the wrath of the creeping flames. He sat there for a minute as the tentacles kept their pincers open and forward at the second joint in the focused mode. His left arm was burned just above his elbow, in the area of his bicep and tricep. He groaned dazed. The actuators hissed as they desperately tried to find the lurking monster. The flames flickered around them.

Out of nowhere, a black, clawed hand seized him by the throat. A gruesome face lowered to his and the black receded, exposing Eddie Brock's face.

"You…" Otto said as Eddie's grip tightened.

"And here, in history books it shall read, thus perished Doctor Octopus," He said, the black changing his face back to Venom's.

Otto, do something

What are we gonna do?

Think

…Come on

Otto glanced to the wall. "The wires… electricity!" he thought to the actuators and recalling that night on the pier where he fried his brain for the second time.

Ahhh, a solution, they all said at once. Otto drove the two upper tentacles into the wall, praying that he didn't strike a bare wire. The pincers clasped around a clump of wires each. As Venom raised his taloned hand to deliver the final blow, Otto ripped the actuators through the wall and connected the wires to Venom's head.

Every muscle in Venom's body began to twitch painfully. His grip dropped from Otto's neck. Otto gasped and panted heavily as he watched the symbiote fall away from Brock bit by bit. Venom screamed and flew back into a pile of burning rubble. Otto stood up with the aid of his actuators and ran back to the room where Harry had Peter around the neck and began to laugh hysterically. "Now Spiderman, prepare to feel true pain!" His laugh was cut short as Otto smacked him away with one tentacle.

"You wanna know what pain is? Then you just try to have metal fused your spine," Otto snarled walking over to Peter and helping him up. He found his redshirt undamaged lying where he dropped it about fifteen minutes ago and picked it up. He then remembered Cat. "Cat," Otto said kneeling beside her and tapping her gently on her shoulder. She stirred. "Good you're all right-" His caring words were cut short by the sounds of wailing sirens.

"Uh-oh," She said.

Otto looked around at the damage. "Hoo, boy," he sighed looking at the fact that half of the building had been destroyed due to the evil duo's intervention.

"We'd better get outta here guys, somehow I just know that we are gonna get blamed for this," Peter said looking through a hole in the wall at the street below.

They nodded at his remark, then, leaping from the window, separated. Cat heading deeper into the city, Peter and Otto heading to central park.