Author's Note: Okay, on w/ chapter 17! 70!!! 70 reviews. WoW! On w/ Chapter 17 'Kay?

Please review quickly so I can get the good part up!

Chapter 17: Bit of a shock

Peter quietly slid into his bedroom. He placed his mask in an empty drawer before changing into some more comfortable clothes. He put the suit next to his mask and closed the drawer.

He climbed into bed next to MJ. Peter gently ran his hand down her face. Mary Jane Watson, the girl next door, the girl I love, Now the girl waiting for me at the end of the day, He thought to himself. The nagging feeling in his stomach was bothering him again. Tomorrow would be the day of reckoning, the day that Harry and Eddie would go on a reckless rampage just to get to him.

He sighed. MJ heard him and opened her eyes. She smiled at him, "Hey Tiger," She said softly. Peter just smiled at her and held her close.

"What's wrong?" She asked quietly. She too could sense something about him. He was always worried. He had been that way for a week.

"Oh, nothing," Peter smiled reassuringly. They held each other close. Peter prayed to himself that nothing would go wrong tomorrow.

Otto woke up before anyone. He stood in front of the large half-moon windows, staring at the sky. Streaks of reddish-pink and blue were beginning to snake their way across the sky. The dim light reflected off of the dark lenses of his glasses. He crossed his arms in front of his chest and sighed.

He stood there for a few seconds, thinking. A tap on the widow jerked him into perspective. The tentacles hissed defensively. "Down," he said reassuringly to them. His eyes darted to the source of the noise to find Cat standing out on the balcony. She was beckoning him outside.

"Alright, alright," He whispered, unlocking and opening the window. He stepped out into the breezy morning air. "What're you doing here?" Otto asked, yawning.

"Well, I was going to break in, but I saw you were already up, so… yeah," She answered.

"Uh, um… actually I was looking for more of an answer pertaining to why you are here this early."

Cat stared at him for a minute. "I've got some things at my place that could prove useful to us for today," she said, jerking her white-gloved thumb over her shoulder. She looked around Otto a few times, only to come face-to-face with a red 'eye' of a tentacle.

"What are you doing?" Otto asked suspiciously.

"Is Peter up yet?"

"No…"

"Well, when you get him up," she said, pulling out a folded piece of paper, "Here are the directions to my house."

Otto unfolded the paper and skimmed it. When he looked up, Cat was gone. He looked over the cast-iron railing to the street below. She just…disappeared. He rushed back inside.

About ten minutes later, Otto was gently shaking Peter awake. "Hey, wake up," he muttered, being careful that he didn't wake MJ.

Peter groaned, turned on his side and opened his eyes. He was staring at the gold chest-plate. Otto was already dressed and fully armored, his weapon slung across his back. 'No Otto, if it's another robbery…could you take care of it?' Peter thought groggily. He turned over and sighed. MJ opened her eyes and looked at Otto.

Otto flattened his eyebrows into a scowl, "Get up!" he said in a normal voice.

"Alrigh- I'm up!" Peter said startled. Otto left the room as Peter grabbed his suit from the drawer and dashed into the bathroom. Otto leaned against the wall, waiting. Peter ran back into his room, the Spiderman costume showing its full colors; his mask dangled from his hand. He hastily pulled on a pale-blue button-up, a pair of jeans and his vest. MJ hugged him, "Come back in one piece," she whispered in his ear. Peter walked down the hallway to May's room. He bent down and gave her a kiss on the cheek.

As he turned to leave, his Aunt's soft voice called to him, "Peter, where are you going?"

"Press conference," he said hastily.

"This early?" His Aunt puzzled.

"Well, Jameson wants me there in case anything happens and Spiderman shows up," he replied.

"Just be careful," she warned before walking up and hugging him tightly, "I'll see you this evening, dear." Peter ran out of the room and into the main hall. Rosie and Otto stood talking in low, concerned voices to each other.

Otto held her close, "Don't worry. I'm sure if anything happens, Peter, Cat and I can take care of it."

She looked up at his face, sighed and shook her head. The scientist, now a warrior. He held her close to him.

"Just be safe… I love you," she whispered. She handed him his trench coat. He slipped it on, removing the back piece, allowing the tentacles to slip through the four symmetrical holes in the back. He flexed his muscles to make sure no tension would hinder his movements.

"I will, don't worry." He ran to the window along with Peter, now changed back to Spiderman. He opened it and they ran through. Otto looked back at her. "I will come back, I promise," He said as he slipped on his sunglasses, and then leapt from the railing.

"So where is this place?" Peter called to Otto. It was surprisingly windy that day. Otto jerked a tentacle upwards, flinging himself out of the steady forward pace. Spiderman landed nimbly next to him.

"Lemme see these 'directions,'" Peter said taking the paper from his hand and pouring over it. Otto didn't seem to stir; he was staring towards the direction of the sun. The sky and the fiery orb that was beginning to peek over the horizon were blood-red. 'Blood,' Otto thought to himself. He had a dark feeling in his stomach that there would be a lot shed from both sides. But… this was, in a sense, a war. A stupid, continuous battle, all in the name of what?... Revenge. Harry wanted revenge for his father's death. Venom just held on to hatred that lingered for years. The hatred that grew into bloodlust. Brock just wanted Otto dead… bottom line and end of story. Lucky for Eddie, Harry wanted him dead too. Peter slapped Otto on the arm, "Come on."

Otto took the directions back from the young man and leapt off of the building, sling shooting himself forward. Peter zipped after him; a red and blue blur. After a time they came to a heavily forested area in the North-Eastern end of the city. The sun was still low in the sky. They landed in the grass next to a high, white, stone wall. Otto made sure there weren't any security cameras before retracting the tentacles into his coat. Peter dived into a bush and pulled his normal clothes over his suit.

"Will you hurry up?" Otto muttered through his teeth as Peter came out, stuffing his mask into his vest pocket. Peter walked up to the tall gates and pushed a button. A stiff voice sounded from the other end of the line, "Yes? Who Am I speaking too?" The voice had an extremely heavy, formal British accent.

Peter pushed the button again and held it down as Otto crossed his arms. "Uh, Peter Parker and Otto Octavius, Ms. Hardy asked us to come?"

"Ah'll announce you," stated the voice. Otto sighed and stared down at his boots.

"Relax; I've known Felicia longer than you have. She's just a normal girl, who likes adventure and-" Peter was cut off as the gates swung open. Otto's eyes opened really wide as Peter's jaw dropped. "With a front lawn half the size of central park!" Peter continued. A man in a security uniform stood in front of what looked like a large golf cart. He bowed and gestured towards it. Otto blinked a few times, eyes still wide open, before clearing his throat. Peter jerked back into reality as he and Otto walked to the vehicle.

"Ladies first," Peter said with a wry smile. Otto gave him a flat look. "Eat my shorts," he said sarcastically. The vehicle lurched forward and fairly flew over the grounds. A large, white-washed house loomed up in the distance.

"I have a question," Otto asked the driver, "When does this place apply for statehood?"

Peter snickered.

After about five minutes, they pulled up to the huge, oak doors. Otto was about to knock when they opened to reveal a kindly-faced butler with large sideburns. "Ah, Ms. Hardy is expecting you. Please come in," he beckoned to them. They entered, staring in awe at the interior.

"Otto, Peter!" Felicia cried happily, running down the stairs. She came close to them, "I know this is kind of sudden, but I've been getting some things together. I hope it will help us," she muttered as an older woman appeared at the top of the stairs. She locked gazes with Otto for a moment before her hand flew to her mouth, "Oh, as I live and breathe, Dr. Octavius!" She walked down the stairs as Otto bowed formally, "Anastasia."

"You two know each other?" Peter asked.

"Why, yes, Mr. Parker, the Hardy foundation funded one of his projects years ago. It was a huge success." She smiled warmly at him. "I almost didn't recognize you at first. You've gotten so thin," she added. Otto smirked.

"Have you guys had breakfast yet?" Felicia asked them.

"No," They replied simultaneously.

"I'll put some tea on," Anastasia said, walking to the kitchen. "Gerard? Please tell cook to fix up something for us." She disappeared into the kitchen as the kind-faced butler smiled warmly and headed the opposite direction.

"When does this thing start?" Otto asked.

"Noon," Peter and Felicia responded. "It's 7:00 now," She added. "We've got five hours." Otto nodded as Anastasia came back around the corner.

"Otto, take that Damn thing off, you're going to overheat," Felicia grinned, glancing at her mother. Otto stared at her with a look that said, 'are-you-nuts?' He reluctantly obeyed and took off his trenchcoat as Anastasia set the tea tray down. She looked up at him, gasping slightly and shying away at the tentacles. "I-I had no idea that you were…" She said nervously.

"Mother, please, it's okay… he's tame," Felicia said soothingly. It kind of discomforted Anastasia to see Doctor Octopus standing so close to her daughter, not to mention towering a good foot-and-a-half over her head. The actuators looked curiously at Anastasia.

Wow, she really is scared of us

Okay, someone took a trip to crazy town

…heh, make that the mayor of crazy town

I'm surrounded by idiots

Otto thought about talking to them, but thought better of it. Anastasia felt a slight glimmer of reassurance at her daughter's words.

They sat down and quickly ate breakfast. Anastasia just couldn't believe it. The man who had been a long time friend was now the eight-legged monster of urban legends. Otto looked nervously to her. "I'm not making you nervous am I Ms. Hardy?"

"O-Oh, no, no dear… you're fine," She smiled. The actuators staring at her.

Otto paused, looking at her through his glasses and grinning. "Boo!" he suddenly interjected.

Anastasia gasped. Peter bit his lip to keep from spewing his mouthful of food onto the table. Felicia suppressed a laugh. Felicia's mother still held her hand to her chest in panic.

"Mother, calm down, it's all in the name of fun; Otto's a good guy now. Please try to relax," Felicia tried to calm her mother. She sighed.

A good hour later, the two men followed Felicia down a whole mess of corridors and into an enormous laboratory. "Whoa!" Otto sighed, his eyes once again opening wider. So much so that his glasses slipped down his nose. He hastily pushed them back up to neutralize the overwhelming light. Felicia checked the clock on the wall, 8:30. The tension was killing all three of them.

Peter nudged Otto in the ribs. "Oh, yeah." Otto took out a small vial from his pocket. Inside, a small mass of black goo moved around in it.

"Why did you bring the symbiote?" Felecia asked; making sure that no one was around.

"Well, I figured that your boys could do a little research on it… besides, it's only half of it, It might be faster if we have two parties researching it," Otto shrugged. Felicia took it from him and placed it in a small holding chamber.

"All right Felicia, you've dragged us here real early in the morning for something, so… what?" Peter asked, crossing his arms.

"I have a few things… somewhere," She said rummaging around on a workbench. "Here." She took out a number of small mechanical things.

"What's all this then?" Otto asked, his eyes quickly darting over the things. "Well, I decided that if we are to defeat these guys, then we should be properly equipped… let's see," She said handing them a small earpiece that had a small microphone on the end of it.

"Well, these could be useful," Peter said hopefully, shoving the piece in his ear.

"Well, yeah, haven't you ever heard the phrase 'Divide and Conquer?" She paused before explaining the rest of the objects. "These are trackers. Quite durable, I might add." Otto held one up to the light. It was so small.

She took out what looked like a mini cattle prod. "This, I only made one since they are so complicated. It's capable of disarming any electrical object. It also is really useful for poking someone," Felicia added as Otto held it close to Peter and smirked.

Peter moved a few steps away. "I think he should carry it, He's got the utility belt."

"Yeah, a real baggy one," Otto replied pulling on the side of his belt. He slid the mini-cattle prod into an empty ring on the belt and waited as Felicia distributed the rest of the stuff.

"Help yourself to the computers," Felicia said motioning to Otto. He went over and began, once again, to do some last minute research on the bit of symbiote.

Felicia watched Otto turn his back to them and began busily working as Peter fiddled with some of the gadgets. She kept her eyes on Otto for a while. The only thing she wanted in the world at the moment was to see the eyes that he hid behind the dark glasses. Whenever she had seen him, his eyes were not visible. 'Just who was he?' She knew the practical answer, that he had once been a great scientist, working to benefit mankind. But she wanted to know just who the man that she fought side by side really was.

Otto felt eyes boring into the back of his skull. He turned quickly and looked quizzically at Felicia. Her long, blonde hair that fell past her shoulders reflected the light from the fixtures overhead. She had busied herself with something that Peter was looking at. He could swear that she was staring at him.

About an hour and a half past, the whole time, nothing but the sound of typing filling the air. Somewhere within the house, a grandfather clock chimed, its deep, booming bells sounding through the house, signaling noon. Felicia disappeared for a moment, reemerging in her black leather body suit with its low collar, white, fur-topped boots and gloves and her spiked collar. Her hair was still a golden color as she pulled out a black eye mask. She placed it over her eyes and paused. There was a disturbance and her hair changed snow-white, and her muscles increased. Her voice became more adventurous-sounding and she smirked, "Ready?"

Peter appeared next to Otto, decked out in full uniform. He nodded.

Otto lifted the flap on the gauntlet and pressed the switch. The gold armor unfolded from the leather-like straps. It locked into place.

"Let's get this over with," he sighed, the lights overhead flashing off of the armor and the goggles on Otto's head.

Sorry, kinda ran out of room in this chapter, but I promise! Next chapter is when the sparks really start flying! This I swear!

Special thanks to: xXFissshBonesssXx, Agent Silver, Mark C, Lordlanceahlot, Silver Spell, Moonjava, and the rest of U nice reviewers!