Author's Note: I've had a ton of time to get this chapter done because I'm still on Christmas leave. Now my promise to you will come to be. Here's where it'll start picking up again in the suspense/ actiony kind of way so…yay. Enjoy!

Chapter 14: As the Sun Sets

Peter slid in through the ventilation shaft above the men's room in the Daily Bugle building. He changed quickly, putting the red mask into his pocket as another person walked through the door. He looked at Peter for a moment then went about his business.

Outside of the bathroom, Peter sighed, "Man that was close."

He pushed open the door that led into the reporter's room. The sound of fingers racing across computer keys, mingled with telephone rings and voices, filled the air. Peter pushed his way through the crowded room to Betty's desk. "Hey Betty!" He called above the din.

"Pete! Jonah was just yelling for you, but you might wanna watch it, He's kind of a loose cannon right now!" She called back.

"What's with the crowd?" Peter asked.

"It's just a real busy day," Betty answered. Peter shrugged and walked through the door into Jameson's office. The first thing he noticed was that the noise was significantly less in there.

"Parker, there's five minutes to deadline and you better have something good for me or you're fired!" He barked, looking up from the papers he was signing.

Peter pulled out a few pictures that he took from the last fight of his. The one where he was shot in the arm. Peter, while fighting, had rigged cameras on the light posts, thus enabling him to get some exceptionally good shots. He handed them to Jameson as he sat down in a chair.

Jameson, cigar in his mouth, flipped through them without interest. "They suck… hold on, this one looks like it was taken by a five-year-old… you're getting better Parker!" He said tearing off a slip of paper and handing it to Peter, "Give this to the girl… oh and Parker!" He yelled as Peter turned to leave. "Don't think that I'm gonna be generous to you, I only did that because it was close to Christmas and the wife was making me… so don't get any ideas," Jameson said stiffly.

Peter shrugged and walked back out into the main room, the people were still there, but the noise had died down slightly, allowing Peter to talk to Betty in a normal voice. He handed the slip to Betty and sighed, "Looks like Mr. Jameson's back to his normal, grumpy self." Betty looked up to him and laughed. "Yeah, looks like it," She said looking at the usual amount of money he gave Peter for three shots; three-hundred dollars. Peter collected his money and walked back towards the bathroom, waving at Betty. She waved back and went back to vigorously typing at the computer on her desk.

Peter made sure no one was around before slipping into a stall and changing back into Spiderman. He went back up the way he had come in and jumped off of the building. The air rushed under him as he plummeted towards the ground. He let out a webline and zipped upwards in an arc. He let go as he neared the peak of the swing and felt the familiar effects of G-force as he began falling again. With another THWIP, He sent a webline to a tall skyscraper and enjoyed the long downward and upward swing over the buildings. As he let go of that webline, he soared upwards, the green expanse of Central Park revealing itself from behind the building he swung from. The grass of the park drew closer and closer to him as he fell. He let out a zip line to beak the fall and began swinging through the trees. After a time, the familiar red-brick wall of the apartment appeared from between the evergreen foliage. Peter let his momentum carry him upward and over the street, allowing him to land on the corner of the building, directly above the sidewalk. He crawled up the wall to the half-moon windows, and hiding against the side, peered into a corner of the window to make sure that no one was around. Aunt May, and Rosie were sitting on the couch talking to one another. "Looks like I'm taking the ventilation again," He chuckled. Leaping up to the roof, he opened the grate and slipped in, replacing it in its original position.

By now he had memorized the air-conditioning system in Otto's apartment, so he silently crawled along until he got to the place above his room. Looking down, he saw MJ asleep on the bed. He opened the shaft and dropped into the room. He took off his mask and smiled lovingly at his girlfriend before changing his clothes completely. He leaned over and kissed her on the cheek before walking out to the living room.

"Peter, where have you been? I never heard you come in," Aunt May said seeing her nephew coming down the hall.

"I… came in about an hour ago," He said unsure of if it would work.

"Well," She said getting up and walking over to him, "at least you are okay; I can't bear to think about you getting attacked by that… Venom or whatever they call it."

Peter hugged May to him. "It's okay Aunt May, You don't need to worry about me," He said concerned. He worried about her more. Venom and the Green Goblin were still dangerous, no matter what he did. May walked away and down the stairs after kissing Peter on the cheek.

"Peter, you wouldn't mind if we talked for a while, do you?" Rosie asked from the couch, she put the book she was reading on the coffee table as Peter sat down next to her on the couch. The two spent the next half-hour talking about the things that had passed since the last time they talked. "So tell me, how are things going with you and MJ?" She asked. The last time she had asked a question like that, he had been unsure if he even had a girlfriend.

"Well… We still have some things to iron out, but… We're doing pretty well," He said nodding.

"That's good, having some rough areas in a relationship is, basically, the key to a happy one," She said, "If you ask me, two people who like the same things, is very dull."

Peter grinned; he and MJ certainly had some things that they disagreed strongly on. But an example that two opposite personalities can lock together better than two people with the same personality was Otto and Rosie.

Otto walked up the stairs as Rosie continued talking to Peter, "As Otto would put it, think of it as a magnet, two opposites attract," she said.

"What's that supposed to mean?" Otto asked as Rosie gave him a wry smile.

"Exactly my point," She said.

"Yeah… we're just perfect," Otto said lying across an armchair.

"You wish."

Peter couldn't help but smile at them. They were meant for each other. He thought back to what Rosie said. Maybe he and MJ really did have a perfect relationship. After all, how could you be truly in love if you couldn't tease and disagree with each other once in a while? Peter got up and walked to his room to find MJ waking up and sitting upright on the bed, "Hey, Tiger," She said lovingly, walking up and putting her arms around his neck. What the hey, they were happy now.

"I wanted to show you something," Otto said to Rosie as he stood up. One actuator held out his old jacket to her. She took it and put it on, "Okay, What?"

He led her out to the balcony, where she climbed onto his back and wrapped her arms around his neck. The actuators pushed them off of the balcony and into the air. They grabbed a hold of the eaves of the building next to them and pulled him to the roof.

Where to?

Yes I'm curious

Are we gonna fly again?

Oh, for cryin' out loud… where to?

"You'll see," he thought to them. He hooked the two upper actuators on the corners of the next two buildings, and flung himself forwards. Once again he found himself flying rather quickly over the tops of the buildings. Rosie smiled as the wind blew through her hair.

Otto leaned to the right, where a flagpole jutted out from the face of a tall skyscraper.

"Otto, Look out!" Rosie called right as Otto grappled it with the upper two tentacles. His momentum allowed for an upward arc. He let loose and flew upward. A large, white building, taller than the rest rose up from the others. The Empire State building. Its white walls were tinged golden-orange from the setting sun.

As he came to it, he latched his tentacles to the stone of the building ahead of him, in order to reduce the impact shock. He began the ascent up the building, the smooth, steady up and down rhythm carrying them both up the sheer face of the building. After a while, the stone walls gave way to a large, steel spire that stretched upwards for about a hundred feet. Otto reached the top of the spire, where the tip was a flat surface.

Rosie slid off of his back and looked around. She stared, awestruck, across the expansive city. The sun dipped slowly towards the horizon, casting an orange glow over the growing city lights. She sighed deeply in amazement upon seeing the setting sun. "Imust write something about this," She said turning to her husband.

Otto kept the left two actuators securely locked onto the steel frame of their foothold. "This is practically what I see every night," He said to her. The fiery red orb, low in the sky reminded him about the pain of his loneliness. He paused before speaking in a low voice, "There wasn't a day that passed that I didn't think about you while you were gone," He said as he gently ran his hand down her face. "That's in the past now," She whispered. She smiled at him and wrapped her arms around his neck again. "It's beautiful," She sighed. The sun was now three quarters below the horizon. The sky was a blood red color, with violet forming on the opposite horizon. The city lights came on, adding to the appeal. She leaned in and kissed him.

When they drew away, the two looked into each other's eyes as the sun finally dipped below the horizon completely. Nothing was spoken, yet so much was said. The dark, blue and violet hues of the evening now spread across the sky. Up here, the stars were clear. The full moon rose slowly in the sky, and a chill in the air became evident. Rosie took one last look over the western side of the river before climbing back on Otto's back again. The moon cast a broad silver streak over the calm waters.

Otto looked down in that same direction, and thanks to his perfect eyesight, he could make out the dark remains of the burnt dock. It jutted out into the moonlit river, like a jagged knife. His uneasy feeling made the tentacles nervous.

What is it that makes you so nervous?

It worries me

Please, tell us

It's the dock…

"Let's go," he said. And with a leap, became airborne. The chilled wind, rushed up from beneath them as they fell.

"Oh, jeez," Rosie called as Otto grappled the edge of the nearest building and swept himself upwards, landing securely on the top of the building.

"You are going to be the death of me!" Rosie laughed.

"Well, I'm Doctor Octopus… what do you expect. You enjoyed it, you know it," He said, a wry smile crossing his face.

One tentacle suddenly hissed defensively, and Otto saw through the 'eye' that Venom was shooting straight at his back. "No!" He yelled, dodging out of the way. Because the tentacles could see and feel things before he could, it gave him the ability of a kind of 'spider sense.' Rosie let out a surprised shout as Otto bent to the side and pulled his shoulder back as Venom flew just inches away from him. His talons found their mark, more or less, and slashed across his chest, tearing three slashes in his shirt and raking the skin beneath it. It wasn't very deep at all, but in one or two places, a few spots of blood appeared. Otto climbed to his feet, seething. "Bloody Hell!" He said watching as Venom perched on the eaves of the adjacent building. Venom hissed and slunk down into the shadows of the alley way below.

"Otto?" Rosie asked suspicious of what he was doing as he leapt across the gap onto the same roof that Venom had just moments before. He looked around in all directions, still sensing danger. He was right. Gunshots rang out against the sill, silent of the night as the ricochet of bullets sounded. Otto leapt down into the alley way and behind a dumpster. "No matter what happens, stay down," He said to her as she crouched behind the dumpster.

"You'll be killed," She harshly whispered.

"I can take these guys, but… I really wish Peter were here right now," He said, opening the flap on the gauntlets and activating the armor. The gold metal changed the color on the gauntlets, folded out from around his lower legs and his chest. Otto hissed painfully as the metal covered the cuts on his chest. The tentacles hissed and bared their spikes. He hopped over the dumpster to be confronted by a large group of gun-wielding gangsters. He drew his staff and charged. He charged headlong into the crowd as the tentacles whipped to and fro, slashing everything around them. The men, frightened by the sudden charge, began firing. With a swipe with his Bo staff, he cleared his way of people and a tentacle went through a thick area, paused and swooped down, then, as it had done in the operating room, swooped under and up to one guy's face. Taking hold of his head, the tentacle whipped him back and forth, smacking his unconscious body against his comrades, then let him loose.

Gunshots rang out from the rooftop. Otto twirled the staff a few times and watched as the bullets were reflected back up to the people on the roof. Out of the four that were up there, three were hit square in the chest and fell, stone dead, to the concrete below. The last one had the gun blasted from his hand. He fell backward with a cry as Otto leapt up to the roof. He took hold of the young man by the wrists and pulled him to eye level with the actuators. Otto took off his sunglasses, revealing his fiery brown eyes. "I have no time for this… Who set this trap?" He spoke seriously.

"M-My Em-employer," He panted.

"Who's your friggin'employer?" He asked, a lower tentacle extending its spike.

"Harry O-Osborn and V-Venom," He stammered painfully.

"Good boy… you may have just earned your life," Otto said, a malicious grin moving across his face. He held the man over the edge and dropped him onto a group of his buddies where he promptly passed out. A vicious snarl from behind him, made him turn. Venom slammed into him, knocking him downinto the alley and pinning him to the ground. Otto struggled, landing a punch on Venom's jaw. A few shards of teeth flew out of his mouth and he let out a growl, tightening his grip on Otto's wrists. Rosie watched anxiously from behind the dumpster, "Get up Otto, come on, get up," She whispered.

As Venom raised his hand for, once again, a final blow, a THWIP was heard in the air.

"Hey Smiley, Pick on someone your own size!" Spiderman called, swinging low and knocking Venom against the wall. A hole was put in the bricks where he landed.

"He is my size!!" Otto called up to him as Peter plummeted down to the ground.

"Oh, sorry," Peter said embarrassed as he helped Otto to his feet. Otto sheathed the staff and put his fists up defensively as a ring of thugs surrounded them. Otto locked his eyes on Venom who began painfully stirring.

"What are you waiting for? KILL THEM!!!" Venom bellowed.

Punches and kicks were delivered as Venom drew close to Otto. "Go my friend," He hissed to the symbiote. Small, tentacle-like slivers escaped and flew towards Otto. With the spikes, he slashed viciously and cut the tips from them. Venom howled as the pieces came back to the costume. He jumped to the front of the alley way and wound his fist up.

"What's he doing?" Peter muttered to Otto.

"Look Out!" A thug shouted. Venom let his fist fly forward. The symbiote kept flying forward with extreme force and speed. It tore through the bodies of hapless thugs who didn't move. Peter's spider senses kicked in and time slowed. He dodged the black goo, which was razor sharp at the tip. Otto did the same. Because of the tentacles, he too had that ability and dodged. It headed straight for the dumpster.

"Oh, God!!" He yelled. Rosie saw it coming and started to make a run for another dumpster across the alleyway. The symbiote hit the dumpster with such force that it shattered. One razor-sharp piece slashed itself across her leg. She fell to the ground with a scream. All feeling left Otto at that moment.

"KILL HIM NOW!!" Venom yelled. The men began firing bullets as Otto ran towards Rosie. The tentacles blocked any bullets as he gently turned her over. She groaned and Otto saw the slash mark. It was three inches across her leg about an inch above her knee. It was very deer. The jeans were quickly becoming soaked with blood. "No," He breathed as he kneeled next to her. He began sinking into despair. He didn't want to relive the misery again. He couldn't bear it. He propped her up and leaned her against his armored chest.

"Otto," She breathed. He smiled weakly at her. Otto leaned his head down. When he looked up, his eyes had a reddish tint to them. He was fighting a losing battle to keep hold of his humanity. That inhibitor chip was designed to help him keep control, but from what he could feel, the chip was fading. One of the larger actuators bared its spike. Rosie saw it and looked up at him.

"Don't look," Otto said turning her face. "No," Rosie whispered as the actuator flew forward with tremendous speed and force, tearing through everything in its path. Thugs in its way screamed, but were silenced suddenly when it tore through them in a spray of blood. The spike found its mark and embedded itself in Venom's shoulder. He let out a scream as Otto flung the symbiote-clad man away.

His rage subsided and he felt the inhibitor chip's power coming back. He looked down at Rosie, she had passed out. He took her jacket off and wrapped it around her wound. He picked her up in his arms and looked to Peter.

"Get her home, I'll take care of these punks," Peter said motioning to the rest of the remaining thugs. Venom was nowhere in sight, only a thin trail of blood that led towards the south end of New York and Oscorp. Otto nodded, tears streaming down his face,and took off, full speed for the apartment.