Author's note: "'allo, daffy English kniggits and monsieur Arthur king who has the brain of a duck you know!" –French Dude, Monty Python and the Holy Grail.

Rehehehhe, I looooove Monty Python. Please excuse the silliness; I've been watching the Flying Circus.

Terribly sorry for the delay. I forgot to put up an 'On Hiatus' sign 'cuz I've been getting it really hard with HW lately and… I'm soooo sooorrryyy! But I know you'll understand.

DJ: Of Course we will!

JS: Must… Must critique!

Silver Spell: Oh, you guys!

Chapter 25: Turn for the Worst

Wind whistled loudly in both of the hero's ears as they flung themselves through the muggy night air towards Morningside.

"So…What…Do…You…think…is….Going…on?" Peter yelled.

"I… Honestly have no Clue!" Otto replied, nearly missing the top of a building.

Landing on the grass in front of the University, Peter let out an involuntary cry of horror at the sight of the science department in flames. Otto had disappeared only moments after landing, and was nowhere to be found. Peter spied his teacher seated on the grass with a blanket wrapped around his shoulders and a few paramedics asking him questions. "Dr Connors!" He yelled running to him. Peter immediately bit his tongue and reprimanded himself, "Yow! 'Better watch it. After all, he doesn't know me."

At the call of his name,Kurt whipped around to stare at the red and blue face mask of Spiderman as he lifted his eyebrow, "Yes?"

"What happened here?"

Kurt readied himself to open his mouth before one of the firemen tapped Peter on the shoulder. "Thanks for comin' out, but… I think we've got it under control.

"Oh, sorry… I'm waiting on a friend."

"Oh, oh…right," the fireman mused, realizing that he was speaking about Otto. "I just hope he didn't go in there. That place is about to go." A large area at the bottom of the building wasn't on fire, this bewildered Peter and several other people.

"Thank god that part of the building's non-flammable," Kurt said in a weary voice.

"Why? What's in it?" Peter couldn't help but ask, adding to his façade that he didn't know these things.

"Chemicals… and a load of 'em too," the Dr. added. Something wasn't right about him. He was trembling and had a large, red burn on one side of his face.

Peter sighed, "Otto I sure hope to god you're not in there."

(Guess what, He was!) While all of that was happening outside, Otto had managed to slip unnoticed into a back alley, and somehow managed to get inside on the second floor. He had already guessed who did this, and what he was looking for, would probably already have been destroyed.

There's a stink here

I'd say the stench of a goblin

Hey look, people!

Up here? That ain't healthy!

Otto ran over to two students, by the looks of them, they were unconscious and wouldn't survive much longer.

Something glinting in the firelight caught his eye: A brass sphere with a shining green glass core. Inside digital numbers beeped as they slowly counted down: 5:36…5:35…5:34. Otto's brow furrowed as he extended one of the actuator's spikes and tried to skewer the ball, only to have it roll away with not even a dent on it. "What kind of metal is this made out of?" He asked himself, picking it up. "'Guess I'm gonna have to take it apart by hand," he continued, eying the timer: 4:44…4:43…

He managed to get his fingers around it and forced it open at the middle exposing a few wires and the minute timer. "Now which one?" He said sarcastically placing his finger beneath a thin blue one and uplifting it. There was a tiny spark as Otto looked to the clock's face. Four minutes exactly. A smile crept across his face. Turning to the unconscious students, he sighed "Alright guys, let's get you outta here."

As he knelt to gather them up, a loud BEEP overlapped the sound of burning wood. "Eh?" Otto said curiously, bending over to examine the supposedly deactivated bomb. "AARRRGH!" Hegrabbed the students by the collars. The clock had reappeared again, but this time it said 00:10. Oh great! Ten seconds before the end of the world. "Hey Spidey! Catch!" He yelled, flinging the two out of a broken window in the last two seconds.

"Oh, nice!" Peter yelled, jumping up and catching them. He placed them on the ground where the medics ran over with life support systems as he turned to the firemen. "I thought you guys said there was no one left." The man shrugged with a guilty/ panicked look on his face.

"I-I'm sorry, we didn't know."

A loud boom, followed by a rushing noise and a blazing inferno was all Otto could see and hear coming towards him. He yelled as he put his hands out in front of him and forced all of his energy into his arms, hoping that somehow, it would block the impending destruction. A strange feeling seemed to enter his hands as he closed his eyes. He waited for the scorching flames to envelope his body, as they did that night at the pier, but to his amazement and relief, nothing happened. No heat, no pain... nothing.

He gritted his teeth and opened his eyes to see what happened. His arms, still outstretched seemed unscathed. But that's not what amazed him. Around him, though rather translucent, was a faint shroud and his hands, emitted a light golden glow. "So that's what stopped it," he whispered.

A loud crack made him turn his eyes to the ceiling. The roof was giving way. Otto moved his hands up at the last minute as a shower of embers and paneling collapsed onto him. Most of it that didn't fall to the floor became stuck in the shield. Glancing rapidly from his hands to the tentacles, his ears picked up a faint hum.

Something clicked apparently, "Harmonic Frequencies! Yes!" He cheered, losing his focus. The shield dissipated, causing a shower of sparks to cascade down on top of him.

"Owwww!" he shuddered, rubbing the back of his neck and shoulders. "Nice one." He muttered. Another shudder from the floor caused him to jump. "The dust I'll bite, so I'll exit stage right."

Peter sat next to Kurt who began to shudder again. Otto came running up, looking rather livid and disheveled, but still with a smirk. "Jesus Christ, I thought you were dead!" Peter exclaimed at seeing him covered in cinders. Otto rolled his eyes and looked at Kurt. "Hey, buddy, what's wrong."

"They…took her," He panted.

"Whoa, calm down," Otto said as he knelt down and place a hand on Kurt's shoulder. Kurt looked at him with teary eyes. "They took her!" Otto's eyes searched his friend's face before he silently mouthed, "Lilia." He stood up, muscles tense as he clenched his fists.

"Lemme take a wild guess as to who did this… um, GG?" Peter asked crossing his arms.

"N-… How'd you know?" Otto asked sarcastically, "That's what that explosion was a few moments ago."

"How'd you survive that?"

He glanced over at Kurt, "I'll explain later." He walked over to Kurt and placed a hand on his shoulder. "We'll get her back, I promise." He motioned his head for Peter to follow him asthey sidled back behind a tree. Otto spoke in a low voice, "I'm only going to say this once 'cause there's no telling where those two are right now. But, I apparently have the power to generate impenetrable shields using the harmonic fields of my tentacles."

"Why is that dangerous to say out loud?" Peter asked curiously.

"Well, let's just say that if I can direct the energy and amplify it, we could be looking at the perfect way to get rid of Venom." Peter thought this over for a moment, before his senses picked up some extremely faint shock waves. "That can't be good."

Otto stared at his face before his eyes grew wider. "Oh, my God!"

"We are such-"

"IDIOTS!" Otto finished the web-slinger's statement. They both scrambled up the side of the nearest building with one final call from Otto, "I swear to God, Kurt! We'll get her back!"

"How could we've been so stupid? I knew I should've stayed behind!" Otto screamed.

Peter rounded another building on his webline before throwing another one out. "What and miss out-?"

"Peter, this is serious!" Otto launched himself off of another high rooftop and landed like a cat on the next highest one in the area. From where he was at, he couldn't see his apartment, but he could see a thin column of smoke. Heart in his throat, he leapt after the red and blue blur that zipped beneath him.

Upon reaching the scene, Otto leapt up onto the face of the wall and through one of the shattered windows.

"What is it with you and jumping into burning buildings?" Peter called.

"I lost her once and I'm not gonna lose her again!" Came the sharp reply.

Peter sighed and followed him. He found Otto darting about screaming out the names of the missing, "MJ! May! ROSIE?"

Peter calmed himself down, knowing that this would need a level head. "Well it seems the only thin destroyed was your lab," He stated, seeing Otto staring down into the slightly burning hole that was once his lab.

"It was just a distraction…" Otto mumbled.

Peter was still busy thinking. Even if it wasn't Harry, this had happened before. (A/N: Hint: Think coughOttocough) "We just need to figure out where they have them."

"Wha?" Otto asked dazed as he turned to face Peter. His eyes shot wide open and he dived for Spiderman, "LOOK OUT!" While managing to get Peter out of the way, Goblin's glider hit himpainfully in the ribs. The next few moments were slow and agonizing. As the glider hit him, Harry reached to the back of Otto's neck and ripped off the tiny chip. Otto fell to the floor motionless and numb from the shock of what happened. A sharp pain was beginning to snake its way down his spinefrom his head.

Peter saw the whole thing. "Harry? What the HELL are you doing!"

"Relax, Pete. 'Just taking matters into my own hands," He cackled. Otto looked up, his face beaded with sweat, to see Harry deftly flipping the chip in his hand. His head fell to the floor again and a wave of unbearable nausea overcame him. Peter thought about following Goblin as he sped off with a final laugh, but seeing Otto on the floor without the inhibitor chip seemed to grip him in icy fear. Slowly, he edged over to him and propped him up.

"I…I think… I'm gonna hurl," He whispered, falling onto the floor again. The voices had returned, stronger than ever, desperately trying to work their way into his mind. Peter held him up again as he took a few breaths to calm himself, then, in a choppy voice, whispered, "They-They're obviously playing hardball now…" Peter could only stare, fixated with horror. What was going to happen? He couldn't say. It all depended on how well Otto could push the voices away.

Otto warily got to his feet and wandered over to his workbench, which thankfully wasn't destroyed, and hastily began putting the finishing touches on the newer chestplate. If anything, he didn't want to fight with a piece of armor that was battered and extremely scarred. He just couldn't take that risk.

Peter watched him the whole while, flinching when he flinched because of the voices.

Free at last

Why did you shut us out for so long?

...It's the bastard that destroyed our work!

Do what we said before... KILL HIM!

"No," He whispered, putting everything down onto the bench. "Get the hell over it and grow up! That was a year ago…I'm over it now, and you should be too."

Peter waited with baited breath. If they could take full control, there's no telling what he could do.

Soon we will have full control

And if you can't kill him

Then we will

You won't have a choice

"Maybe, but you'll still have to overcome me if you want to get any control at all."

He killed Rosie!They all hissed in unison. Otto stood up from his chair rather abruptly, "Are you that blind? She's not dead!"

Once again, the voices were in unison, ...Even if she lives, they will kill her to get to you!, they saidangrily. Otto was stone-faced for a few moments before sitting back down and putting a few more things into place. At last, it was done. He stood up and ripped off the old armor. He watched as it fell to the floor with a clatter before taking the new chestplate and snapping it on. Though the actuators were silent, Otto could feel them trying to get into his mind. Peter backed out of the window. Why did he feel so afraid? Sure he would've been able to take him on, but… Otto was so much stronger, faster and more clever than he had been.

Otto walked out to the balcony where Spiderman sat. Here, Peter could get a good look at how pale Otto's face was. It didn't look very good, for either of them.

"It's just a matter of time…isn't it?" Peter asked gravely. Otto nodded solemnly, "I'm afraid so."

He was silent for a moment. "Peter, I want you to know something. If I have to surrender control to-"

You wouldn't do that, would you?" Peter cut off.

"…Only if …i-if I have no other choice … I want you to get out of there. When and if Ock comes back, I'll only have one hour before I lose it forever…I won't be able to regain sanity." He hung his head and shoulders as if a great weight had been placed upon them. "Meet me at the top of the Empire state building. I'll tell you where to go from there."

"Where are you going?" Peter questioned, climbing onto the railing.

"I…have to find Cat." He disappeared over the side, leaving Peter alone. He took a few deep breaths and leapt off of the railing, sending a webline. It was going to be a long night.

All along the FC, Financial district and surrounding areas, Otto leapt from building to building, calling Cat's name. He was about to give up when he spotted her down below on a rooftop. The same rooftop that he tailed her to the first time they met. She leaned up against the green-tint glass with her arms crossed, her snow-white hair brushing against her face in the breeze. He landed with the tentacles steadying him.

"Hey, what took you so long?" She asked, turning her head to face him.

He shrugged, "I'm just gifted." His smile dropped when he remembered the severity of the current problem. "We need to talk."

"Oh?"

"We…We might not be able to see you anymore, Cat," he said with a heavy sigh.

"Hmm, hysterical…blindness?" She asked curiously.

"What?... Oh… nothing like that. You see we just had several bombing attack by You-know-who and he managed to make off with my inhibitor chip." He paused and took a deep breath after wincing a few times. "When he attacked the apartment, he ran off with Rosie, May and MJ… and my sister-in-law."

Cat listened intently, the curious look on her face growing by the second.

"The problem is," he continued, "That the actuators can take over. And if that happens. I could kill you if you got in the crossfire."

"Cat wanted to say, 'well, I'll be careful.' But this problem clearly barred her path. She just smile with a sad look in her green eyes. "I'm sorry," Otto concluded.

"…Let's just skip ahead to the part where you ask if we could still be friends." She said with a slight laugh.

Otto returned her smile, "Can we still be friends?" It reminded the both of them about children. When one does something, the other one asks, 'Can I still be your friend?'

She ran forward and wrapped her arms around him, "Sorry… that was a little harsh. But don't sound so dejected, 'cause once I cross your path, I'm not that easy to get rid of." She looked away slightly, "Go," she said, with a wave, "go find your girl. You're doing what you want." She walked away a bit, "And good luck."

Otto turned to leave. With one last look over his shoulder, he gave Cat a friendly smile, "Thanks Cat." When she turned around, he was gone. Her smile dropped a bit. She would have to follow them, despite Otto's warning. Something…a feeling deep inside told her that they were going to need her help, even if it wasn't much. She bit her lip. Just what kind of horrors were to be unleashed when Ock came back? And what troubled her the most was the burning question, 'what horrors awaited them… wherever they were going?'