Author's note: Alrighty, part 2… I decided to be nice and update sooner 'cause I had a cliffhanger on the end of that chapter. (giggle)Plus my friends xXFissshBonesssXx and Silver Spell were threatening to guillotine me. Naughty, naughty!

Chapter 19: Solutions

The little boy under Venom's arm couldn't have been more than five years old.

"No way!" Otto spoke harshly, "He can't do this!" Otto did the only thing he could, pursued them.

"Almossst there," The symbiote hissed, "Thisss isss it." Dull thuds were heard below him, pounding on the sheer face of the concrete building. Venom looked down to find Otto fairly flying up the side using a mix of wall jumps, wall sprints and the tentacles.

Reaching the top, he held to the boy by his collar and puffed out his chest triumphantly; the white spider stretching across his chest shone in the sunlight.

"Well, well… It ssseemsss we have a choice to make," he hissed, "Either you come get him, and fight me… or thisss little one fallsss to his death," He said holding out the little boy. Venom grinned evilly, baring his teeth and lowering them near the cringing boy's neck. The little one whimpered fearfully; down below, his mother was hysterical.

"Don't you dare, Brock! Haven't you already done enough?!" Otto yelled. He feared for the young one's life, this time however, he prayed that Spiderman would not interfere.

"Oh, maybe… but not to you," he snarled.

"You SERIOUSLY need to get over it!! She doesn't love you!!" Otto was growing more tired of this little charade that Eddie was playing. Rosie had made the decision to be with him years ago. Otto moved farther up the building towards the child. Tears were now falling down the boy's face. After yelling that, Otto felt the small ache in his chest disappear. "That's what it's been all about this whole time," Otto thought, "It's because of… Rosie. Now I know how Peter feels about Mary Jane. He can't be with her without constant danger threatening them." Otto felt somewhat relieved and somewhat troubled. He knew why the pain had been there, but a new realization appeared, and that was the realization that there would always be danger… because he was Doc Ock.

Venom hissed and began climbing the spire. "NO!" Otto shouted, flinging an actuator at full speed. It grabbed Venom's ankle and pulled back, "You're not going anywhere!"

"Idiot!"Venom spat. He dropped the boy to the concrete a few inches below. The little one scrambled behind the spire clinging fearfully to the steel bars that were its composition, and watched in awe as Doctor Octopus and Venom struck fiercely at one another.

Otto managed to pull a fast one on Venom and buried a spike into the fiend's hand.

Heh, heh, I got him!!

Let us now have a turn

We'll make him pay for ever messing with us!

Die, DIE!!!

Venom roared furiously andwith his free hand,punched Otto full on the side of the skull. The spike withdrew and Otto dropped down a few feet clutching his head painfully. This gave Venom enough time to deftly jump up a few feet. The young one watched as Otto sunk to his knees in agony a few feet away from him.

"Now that Cat's safe," Peter said, "I can finish him!" He let a punch fly and it smacked into the fierce helmet, shattering one of the metallic, pearl fangs.

"Ah!" Harry groaned. He let upwards on the glider and shot up into the air. Turning it to a low office building, he leaned over and pressed a switch at the front of his ride.

A large missile hurled out of an opening, green sparks trailing behind it, and slammed through one of the bottom floor windows. Though the building was only a few stories high, the explosion toppled it almost instantly. The dying screams oftrapped clerks sounded through the warm air.

"No… No…" Peter breathed. Smoke billowed out of the remains of the building. How could his best friend; the one who he had shared many laughs with, and had been with through times good and bad, was now destroying innocent people's lives just so he could psyche him out. Peter's life was quickly becoming a miserable hell.

The green Goblin's glider came swooping in low at him, the blades on the front exposed and shimmering. Peter bent over backwards again and dodged the rampaging machine.

"Now to ditch this bozo!" Harry cackled. He flew upwards and in the direction of the Empire state building. Peter, at the last second and unbeknownst to Harry, threw a webline out with a THWIP. He jerked upwards as the glider soared. Looking below him, Peter saw the damage. It was phenomenal; smoke billowing upwards from a couple of collapsed buildings, the broken switchboard. He prayed to God that Otto wasn't dead yet.

Otto's head pounded. He groaned painfully. A small touch on his shoulder made him jerk his head up. He looked into the soft puppy eyes of the little boy. Those eyes…they reminded him of his own. The little boy sniffed and stared at the man before him. Even though he was hunched over, Otto was still taller than the child. The little boy raised Otto's sunglasses and looked into his eyes. Otto squinted for a moment from the hash sunlight before he let them back down again.

"You don't look much different than a regular person," the little boy chirped.

"How…" He cleared his throat before continuing, "How so?"

"A lot of people said that you were a monster… but I don't think so." This kid… he wasn't the least bit afraid, even when an actuator swiveled around to look at him.

What is it?

I… think it's called a kid

That's a baby goat… he doesn't look like a baby goat

Well, you gotta admit…it is kinda cute

Otto could swear that being stuck up this high, with two super powered beings known for killing people, would give the kid an early aneurism. The thought of Venom brought him back to reality.

"You might want to get back… I don't want you to get hurt."

The little boy scurried behind the spire once more. Otto crouched for a moment before springing up to the platform halfway up the spire baring the spikes. The pain in his head had subsided by now.

"Just what was Venom waiting for anyway?" Otto had it allplanned out:whenever he leapt up, he would lash out, catching Venom completely off guard. Otto wound up, placed both bottom actuators on the platform, and then launched himself upwards. As his upper body cleared the top of the tower, Venom slashed upwards viciously. His talons found their mark, much to Otto's dismay, in a spray of blood. Venom laughed at seeing the sight of Otto's blood running down his hand in a way that his did the other day.

The talons sliced completely through the skin from beneath his jaw up to his cheekbone on the left side of his face. The force of the blow knocked him away from his path of trajectory and his body fell limply downwards. He smashed partially on the platform before he fell to the base of the spire. Otto weakly reached up to feel his cheek, his bare fingertips felt bone inside of the slash marks and warm, redliquid quickly covered his fingers. The little boy screamed at seeing his savior with blood flowing freely from his face. Venom nimbly hopped down onto the platform.

"Ssso, the mighty Doctor Octopusss has finally been ssstruck down, heh, heh," Venom cackled evilly. Otto looked to him and tried to weakly raise his head, but it fell back. His glasses were gone now and the blaring light from the sun made his eyes hurt so badly.

A thin, small pool of blood appeared where Otto's cheek was.

The actuators were freaking out.

Father!

Nooooo!!

He's wounded

Damn you Venom!!

Venom slowly moved closer, his talons elongated as the symbiote stretched itself. This time, nothing would stop him from getting his sweet revenge. The actuators reared themselves up and opened their pincers.

Father's unconscious

What'll we do?

He's coming

Wait… I have an idea

The actuators snarled as Venom came closer. At the last possible second, they all let loose a long and drawn out, ear-splitting shriek. Otto's eyes snapped open and he desperately tried to cover his ears. Venom screamed, he writhed and flailed about painfully. Otto watched in amazement as the symbiote melted off of him. It was halfway off of his body when the actuators quit screaming. Eddie flopped into the pool of black and twitched.

"Sonics! That's it… Why didn't I think of it?"

Otto climbed to his feet and shook his head. He beckoned to the little boy. As the little one cautiously came over, he gently reached down and picked him up. The young one locked his arms around his rescuer's neck and held on for dear life as Otto leapt from the side of the building, weak as he was, and began climbing down.

Near the ground, he used a spare actuator to lower the child down into his sobbing mother's arms. She looked up at him, her eyes filled with tears. She honestly didn't know whether to be afraid, or grateful. She smiled at him. Blood ran down and dripped off of his chin.Her eyes suddenly widened as a thin tentacle of black slithered behind Otto and wrapped around his neck. The actuators released their grip on the wall as Otto was pulled back up to the top of the building. He hung there for a moment in front of Eddie's face, his fingers desperately trying to claw the choking stuff off. The symbiote was still halfway up on Eddie's body and he was still lying on the ground.

"Let's see if you can get outta this!" Eddie hoarsely whispered. The thin sliver of Symbiote tightened once more and Otto, gasping for breath, made one final move. With three of the actuators, he pushed off of the building, and with the other one, grabbed Eddie around his limp neck. They both plummeted towards the ground.

Otto's blood was freely flowing down his face now. The ground flew up beneath them. A small grassy area was now looking like their landing site. While Otto was transfixed both from the loss of blood and the wind in his face, the symbiote flung him forcefully. Then, dragging Eddie's limp body with it, slunk back to Oscorp. As Otto fell, an actuator desperately tried to lock itself onto the side of a building nearby, only succeeding to tear a chunk of masonry out. It greatly slowed his descent though. He then fell to the ground, skidding painfully on the grass.

The little boy that he had saved squirmed out of his mother's arms and ran to him. Because of the force that Otto had hit the ground, there was a large rut in the terrain. The young one grabbed a hold of one of Otto's actuators and was trying in vain,to turn him over on his back.

Many people were desperately trying to call him back from a distance from fear of getting too close, but the little boy still called out for someone to help him. One man, dumpy in his appearance, but still strongly built, walked over and took Otto by his shoulder and flipped him gently onto his back.

"Geez," He spoke in his heavy Manhattan accent at seeing Otto's bloodied face and slash marks in his armor. The man stared at him as others came around to see the fallen hero. Otto groaned and stirred, arousing gasps from the tense group of people. Painfully opening his eyes, he saw a large ring of people hovering over him.

"See? He's not any dif'rent from me 'n you!" the little boy called to the others. "He saved me and he's hurt!... Bad!!"

Otto smiled weakly. He could feel the mixed tensions in the crowd. Multiple hands and arms lifted his shoulders up and supported him. He slowly looked back and forth, his breathing was ragged. Looking to the front again, he saw the dumpy man. He had seen him before, but where?

"'You okay?" The man asked. Somewhere in his mind, something clicked. The train. He had been the last one to stand in front of him when he was going for Spidey that day.

"Y-Yeah," He said. His voice was weak. "H-hey, wait a minute… weren't you?-"

"Yep, but don't worry about it, that was a long time ago."

What were the odds of finding this guy again? He groaned and shut his eyes from the impending light. A few people shoved one guy in front of them. Otto looked at him and raised an eyebrow.

"Uh, are these yours?" The young man asked taking out from his jacket, a pair of dark-turquoise tinted glasses.

Otto smiled weakly and took them from him. He placed them over his eyes. His sensitive hearing picked up a woman's whisper, "Oh, he's wounded bad."

He tried to get to his feet; the people supporting him helped him up. He looked around at the crowd and histone became serious. "Where's Spiderman?"

Peter still clung to the Glider for his life. His strength was quickly failing and he was loosing consciousness. He had hit sheer exhaustion.

"You just don't give up, Do 'ya Pete?!" Harry yelled down to him. He removed the very last sphere from his belt. "No more Spiderman!" He held it up.

Seemingly out of nowhere, Otto jumped out and landed on the back of the glider.

"You mean to tell me, that you're NOT DEAD?!!?!" Harry screamed.

"No, your little project failed...hmmm... failed projects, ringin' a bell?" Otto asked sarcastically. Heremoved the small mini-cattle prod and jammed the two prongs through Harry's armor and into his flesh. Harry screamed as the sphere, not activated, fell out of his hand. His arm suddenly went numb and limp.

Peter went unconcious andslipped off of the end of his webline. Otto saw him fall and jumped off. Harry glared after them, then flew quickly back towards Oscorp.

Otto sent the top two actuators out and took hold of Peter as the bottom two flew to the ground, breaking their fall. Otto took Spiderman from thetentacles and went back to the apartment.

Rosie and MJ stood looking out of the half-moon windows over the park. They had both seen the smoke and explosions earlier.

MJ looked away, towards Times Square. 'What if Peter doesn't come back?' Tears filled her eyes. Looking down, she saw something moving beneath the trees.

"They're back!" Rosie said. MJ raced to the front door as Rosie looked again at the movement to make sure it was them before following MJ.

Opening the front door, MJ raced out to the street as Otto came to her. Tears came to her eyes as she saw the unconscious, bruised body of Spiderman.

"NO!!" she screamed, running to Otto.

"Take…him," Otto breathed harshly.

"What about you?!" MJ said, horrified byall ofthe blood.

"Take...Him!" Otto said, more sternly this time.

MJ took Peter's body to the door and up the stairs delicately. Aside for a few nicks, scrapes and a whole lot of bruises, Peter was basically fine, just exhausted.

Rosie was halfway down the stairs as MJ came up in hysterics carrying the limp form of Spiderman. She moved to the side, allowing MJ to finish going up. Racing down the stairs, Rosie stood in the open doorway smiling. Otto had made his way toa light postin front of the buildingand was leaning heavily on it. Blood was flowing heavily down his face and chest plate.

Her smile dropped as he looked up at her. His breathing was really heavy. Rosie's hand flew to her mouth in horror.

Otto looked at her before his eyes rolled back slightly from exhaustion as he collapsed to the white concrete.