Author's note: Hey guys, I really don't know what the problem is with all of these typos. They aren't in there when I edit the chapter. A Weekend update w00t!

Zis one is specially dedicated to Agent Silver, Thanky you for mentioning me in your 'Otto jokes' fic.

And do you guys think that the wording is a little stupid? Because whenever I look over some of my old chapters and these recent ones… some of them look like I was on Crack at the time, but I assure you no drugs were taken…ever. 0.o

I don't know what's weirder, being just me, or writing a tense Spiderman moment while listening to Jimmy Buffet'ssong 'Fruitcakes.'

Chapter 26: Inner Demons

Peter sat at the top of the State building, mask dangling from his hand. He closed his eyes as a warm breeze stirred his hair a little. The smell of rain was strong. He pulled on his mask as dull thuds announced Otto's return. Otto eventually reached the top, white faced and exhausted. "This isn't helping," he sighed.

"Alright, where're we supposed to go?" Peter asked, adjusting his face mask. Otto pointed off to the East, to a dark patch in the sea of city lights. "…There."

"Lead the way."

They both climbed down. Otto gripped his forehead momentarily, shuddering with pain. Kurt was right…Ock is…a different person, he thought. No, he wasn't a person, he was a demon, desperately trying to claw its way to the surface, after being locked up for so long.

After getting a worried look from Peter, Otto waved him off, "N-Nothing," He panted, "Let's get move on." They made their way down to the river front on the roofs, careful not to attract any so-called attention to themselves. Otto stopped for a moment to regain himself after another quick shudder. "Just take it slow," he muttered under his breath. They crossed the river beneath the bridge. Otto looked down into the grey water, cast with the shimmering lights; it was beginning to look rather comforting.

Go ahead, jump, it was their voices, however, they had fused together and taken on a more menacing form.

Ock…, Otto hissed mentally. "You butt out!" Peter didn't look back at him that time, he just formed a worried look beneath his mask, but still cheering him on, "That's it, just push him back, anything to give us more time." They finally reached the Eastern shore (Of the main land.) With firm ground beneath their feet, they had a chance to relax, if only for a brief moment. Otto rubbed his face a few times before looking up. "We'd better not go through the city, in case they've got watchers."

Peter nodded and they set off down the shore on foot. Eventually, after about a mile or so they came upon an old rusted fence with an equally rusted sign that said: Keep Out; Land Unstable. Otto and Peter both peered over the barrier into a mist-covered marsh. Otto looked up and down the fence stopping when he saw that it went into a small forest that fringed the wetlands. While Otto was inspecting the rusted fence, Peter looked to the west as a warm Easterly breeze brushed over him. Clouds were rapidly coming in, bringing the promise of rain.

"Well, let's go," Otto said tapping him on the shoulder as he hopped over into the bog.

Peter followed. "Well, no more web swinging," he said, eying the pools of stagnant water and sphagnum moss. As he ran to catch up with Otto, he fell into a deep pool with a cry. Otto spun around on his heel and ran towards him.

Nah, Leave 'im, came Ock's harsh voice from inside his head. "You shut up. That's the last thing we need right now."

He reached in and pulled Peter up with some difficulty from the mire before turning around again, "Follow me." They slowly picked their way through the marshes, moving closer to their destination. Peter came up behind Otto and spoke, "What exactly are you looking for here?"

Otto smiled as sweat ran down his face from the effort of keeping his demon inside of him, "There's an old bell tower here. You see, this used to be an addition to the old Colonial New York. Y'know, a town hall, neighborhoods, etcetera. Well, they didn't know that with the way this pocket of land was it was soon to be a flood plain. I was reading some old texts and, it seems that the bell tower of the town hall had been built on probably the only spot of firm ground, every thing else sunk… There, I see it."

Peter squinted through the fog, finally seeing a tall outline of an old tower. They had been trudging through these marshes for what felt like an hour, so to Peter, it was a welcoming, though foreboding sight. Otto trudged on at the same pace; his legs seemingly moving on their own. Not much longer now… 'Till all hell broke loose.

MJ woke slowly. She took a few deep breaths. The air was dank and musty, and the room was spinning. She could feel someone on either side of her, but with the dim light, she could barely make out who it was.

"Ah, I see you are awake," came a very familiar voice from somewhere in front of her. As her eyes adjusted to the light, she saw that the room was actually… not that dark. Beside her she could see the unconscious forms of May, Rosie and another woman who looked remarkably like the former. She must be Rosie's sister, MJ thought as she tried to lean forward a bit, only to find that her arms had been bound behind her with a soft piece of cloth. It wasn't painful, not like metal chains at least, but it did restrict her movements to where she couldn't take them off even if she tried. She glanced around to seek out the voice and found its owner reclining on an old, moss-covered rafter, flipping a tiny chip in his hand. Her eyes shot open, was that Otto's inhibitor chip? "Harry?" she called into the gloom. Next to her, May stirred.

Harry looked up. His mask lay next to him and the light of the clouded moon dimly shone off of the emerald plates.

MJ looked back between Rosie and her sister and to May before speaking, "Harry? What is all of this? What's going on?"

Harry just looked at her. A most uncomfortable stare. "Spiderman can't resist coming to the aid of a few damsels in distress, can he?"

"Is this all about revenge?"

"Yeah. Y'know, it's kind of funny. My best friend ends up being the one who killed my dad. Nutty, huh?"

"Harry, Peter didn't-"

"Oh, so he's told you?" Harry asked with the air of confidence.

"Yes," MJ said with seriousness, "and Harry, if you'd just listen to me. Peter didn't kill your dad-"

"I am so sick… of people tellin' me that!" he bellowed, waking the other two up. They all stared at him. How could Harry have done something like this?

MJ spoke up involuntarily, even though right now, she wished she would've stayed silent, "They will come and they will stop you." She bit her lip. What had made her speak out like that? She loved Peter and nothing even his former best friend said was going to change that. Harry gave her a wicked grin, "Oh, they'll come all right, and we'll be ready for them." Venom's face seemed to materialize out of the shadows. He bared his teeth as MJ stared. Hundreds of thin daggers waiting to be used. As quickly as he had appeared, he vanished.

MJ shuddered, "I feel so bad for Otto right now, having to fight that thing…" She sighed, "Where were they?"

Out side, Venom sat on the very top of the crumbling roof as a lookout. He was, perhaps, a littleeager. The very second that he was fully healed, he had spent his time training, but still looking for the perfect place that would not only be an advantage to them, but a hindrance with the surrounding landscape to Otto and Peter. He grinned. All of his senses had been tweaked to the point of perfection. After all of that time he spent in his comatose, he was ready to fight. Movement on the marshy downs below caught his attention. For most of the evening any movement he saw, was quickly dismissed as a bird or marsh animal. This time, however, it was clearly two humans. A fork of lightning overhead illuminated everything and the two figures stopped before continuing to trudge through.

Venom's lip turned upward in a smirk as he disappeared into the tower.

As they progressed nearer to theirrather forbodingdestination, Peter began to notice a change in Otto. He seemed to look stronger, maybe he was winning against Ock. Who knows? Peter could only hope that it was that and not something else. Not even two feet from the base, Otto dropped to his knees gripping his forehead. Peter stood by his side and looked at him. Otto winced a few times before letting out an inhuman growl and suddenly, if only for a second, his eyes flashed a bright amber color. Peter let out a long breath as Otto regained his control.

It was then that Peter realized that Otto wasn't winning this ongoing struggle, not gaining strength, but losing what was left of his humanity.

"C-Can't you…j-just…wait!" Otto hissed through gritted teeth.

No! I'm tired of this. The easiest way would be to just go in there and take 'em out!

"No! You're just going to kill anything that moves…a-and I'm… not risking it," He struggled.

Damn you! If you had any sense, you'd let me handle it

"Well, you can't control me if I'm dead, can you?" Otto replied coolly.

"Otto please don't do anything you might regret," Peter warned, wondering what was going on in his mind.

Ock was silent momentarily. "If you do anything stupid… I'll kill myself, taking you out with me," Otto panted.

You wouldn't do that… I know you. You care too much for the others to do tha-

"What makes you think I won't!" Otto snapped as he made one actuator extend its spike and bring it to his throat. Ock was quiet and there was a long awkward pause. Otto after a few minutes felt the presence recede a ways back into his mind. He lowered the actuator with a painful sigh as Peter drew in a long breath.

Otto turned to him, "Don't hold your breath again, please?" Otto looked at him for a moment. His costume was thoroughly caked with mud, the brilliant scarlet and azure turned a swampy brown. Otto looked down at himself, seeing that he wasn't any better looking. "Listen Peter, you find the girls and do whatever you like with Harry. I'm gonna take out our little sidekick problem. And…oh, if you find the triggering mechanism for the clockwork, I would reeeeaaaly appreciate it if you found somehow to turn it on. It's probably going to be jammed, but you're gonna have to try because trust me; it's going to make our lives a hell of a lot better." He reached up and pulled himself onto the mossy side.

"Wait Otto!" Peter called. "How in the hell did you know to come here?"

Otto looked down at him, "A dream. Good luck!" And with that, he scaled the side. Peter climbed in through a hole at the bottom and up to the ceiling.

Careful not to use the actuators as much as possible he slowly scaled the slippery exterior. "Al-almost there." With Ock's influence, he could do this rather easily. As he climbed, he thought, Ock's the monster… not me. …I…I must be turning into a monster from the inside out. His thought was true. Horrible, but true, and if he were to kill someone he cared about in his bloodlust, he wouldn't be able to live. The thought alone was hurting him enough already and with Ock tormenting him; he couldn't guess how much longer he could hold on. He reached the roof and sighed. "God, this can't get any worse can it?"

Another fork of lightning flashed across the sky and a downpour started. Otto flattened his eyebrows and scowled, "Obviously it can."

On the other side of the roof, Venom crouched waiting for the right moment before jumping away releasing a strand of black webbing and swinging up and around in an arc.

"Didja misss me?" He cackled as he came around connecting his feet with Otto's back, slamming him through the decomposing roof. Otto's sight went black as the rest of the roof fell in on top of them in a shower of rubble.

Peter was busy picking his way through fallen rafters and jagged pieces of metal when he came upon the different levers that operated the clock somewhere on the third floor. He reached out to grab it felt the building shudder from the roof collapsing. "My god, what is Otto planning to do once he gets the bells going? This place could come down any minute." Screams echoed from a few floors above. "Aunt May, MJ…" He left the clockwork, and fairly flew up the walls. The bells could wait; this was about saving his love and everyone extremely close to him and Otto.

In the last few feet, he put a huge burst of energy into his jump, slamming himself through the rotting floorboards. "MJ!" He yelled seeing her tied to a fallen rafter. He ripped off his mask and tried to undo her bonds to no avail. "What's he done to you?"

"Nothin' Pete, chill."

"Peter, look out!" MJ screamed. Peter whipped around and was punched in the face by a green-gloved fist. He flew back into the wall and slumped to the floor. Peter shook his head. As his vision came together, he saw Harry with the inhibitor chip in one hand and the other…was a fist. Harry grinned wickedly at the sight of Peter, blood starting to ooze from his nose.

Peter held out his hand, "Harry, give me the chip."

His friend stared him in the face, "What, and give up our advantage?"

He shook his head, "No. It's gotten out of hand. He'll most likely kill us all than give up."

"That's why Venom is going to help out too."

Help too? What is he talking about? Does he want to fight? Peter stopped. That was it! "I'm not going to fight you," Peter said coolly. Harry's grin turned to a sneer. He made his move, whipping out a brass sphere from his belt, setting it by MJ and switching it on. MJ shrieked as she watched the clock count down.

"Harry!..." Peter screamed. "Alright…" He stood up. "I'll fight you." Harry smiled, an evil glint lighting his eyes. He picked up the orb and shut it off before placing it and the inhibitor chip in his belt. Rosie Eyed them both, wondering. Come on Otto, I know you can get through this in one piece.

Otto's face was burning and his back ached. What?... what's this on top of me? He opened his eyes. He was laying face down on the wet concrete. His glasses were gone and from what he could see, he was lucky that he had wood on top of him instead of a huge block of masonry, like some other places. "Wait a minute," he started, bolting upright. He remembered the dreams he had been having. "Impossible, no!" He looked up at the sky, shielding his eyes from the icy rain. Getting to his feet, he cautiously sauntered over to the edge of the large area and looked down into the mists that smothered the ground.

He shook his head in disbelief. Had those dreams really been visions? If that was true, then Peter… No, could he? He could hold his own against Harry. He sighed heavily, what a turn of events. There came a snicker from behind him and Otto turned to look into the shadows. Another bolt of lightning illuminated Venom's sneering face, strangely, Otto wasn't startled. He braced himself for what was to come. Peter, hold out for just a little longer.

How long this was going to go on, Peter couldn't really say. Throughout the tower they chased each other, stopping temporarily on a disintegrating rafter to exchange blows before rocketing back up to the main floor, where Harry managed to catch Peter off guard. Harry tossed a small explosive to Peter's next landing spot. When it exploded, a torrent of debris flew forward; a piece of wood cast a glancing blow across Peter's forehead.

Peter's head was spinning when his spider sense went off. He felt a strong hand seize his throat and slam him into the wall. "Harry-" he choked out.

"Sorry Pete, It didn't have to be this way if you hadn't killed my father!"

Peter gritted his teeth and somehow found the strength to connect his fist sharply with Harry's face. He fell to the floor gasping as Harry staggered back a ways, clutching his injured nose. "I didn't break your damn nose!" He was so tired of trying to explain to Harry that his father had killed himself. "I've given up Harry," He panted "You just don't want to listen."

Harry snarled at him. He slammed his foot into the floor next to May.

"Aunt May!" Peter yelled as the ground crumbled beneath her. She screamed as it gave way, sending her tumbling into darkness. "Nooooo!" Peter yelled after her as he dove through the newly opened orifice. He dove, praying that she didn't strike a rafter, or be struck by a falling one. Peter came beside her and ripped off her bonds. He held her close as he shot a webline up to the floor where they were. Their fall had stopped. May let out a shuddering sigh as Peter looked up to Harry. Giving a tug, he began his upward ascent into the room. "I know it's not safe taking you back up there, but you'd probably be in more danger if I let you go back through the marshes alone."

"I understand, Peter," May said, hugging him. He pulled himself up through the hole and walked over to a sheltered copse.

"Go ahead and free them," Harry said, leaning against a rafter as Peter glared viciously at him. He walked over to Rosie and Lilia calmly and without speaking ripped the bonds in two. They stood up and looked at Peter, Lilia shook her head silently. So this was Spiderman. He was a boy. Peter walked to MJ last and freed her.

"Why is Harry doing this?" She hugged him.

"I know, but he's not going to get away with it." Peter replied gently. As MJ went to stand with the others, Harry pressed a button on his glove. An Explosive, about half the size of the last one, went off directly above Peter, sending a shower of shredded iron cascading down. Peter shielded his face as the shards pierced and sliced his skin. He flopped to the floor as pain flooded his body. He couldn't move. All he could do was hear MJ scream. A few shards protruded from his shoulders. He closed his eyes as Harry laughed.

"I know you're not dead," Harry said, walking over and prodding him with his toe. "But I need you to look it so Otto will freak."

Otto stood glaring through the rain at Venom. He had felt the shudders beneath and he knew what was happening. He also had heard MJ scream. Baring his teeth, he charged strait at Venom with a roar. I know what's going to happen next, He thought as the actuators bared their spikes. His legs were moving on their own and as he came nearer, Venom slammed his fist into the floor. The ground gave beneath him, sending him ploughing through fallen beams. The sound of splintering wood filled the air as he slammed onto the ground after falling through a large empty room. He hissed as he got to his feet and looked to the side.

His hiss turned to a gasp as he saw Peter lying motionless on the ground. "No… It…is coming true."

MJ covered her mouth. It was the dream that Otto had told her about a few months ago, it was happening now. Harry laughed as Otto turned to him. Seeing Peter still on the ground, he ran to him and examined him. He didn't care right now if Venom was getting ready to pounce. All he could feel was slowly building rage flowing through his veins. This was bad though because all it took was him to lose it, and Ock would be unleashed. His hands trembled slightly as tears filled his eyes. He closed them and gritted his teeth as hard as he could.

Harry and Venom watched him intently. Something wasn't right.

Otto swallowed before speaking in a harsh voice. "You… killed…him…I'll…" He though desperately to the presence in his mind, If you are going to take over, then you better do so now! I want to kill them! "I want to kill them," He mumbled,raking his nails across the wood. "I'll kill them...I'll...I'll," he shuddered before whipping around, eyes blazing a glowing, metallic, amber color. His pupils turned to cat-like slits as his fingers raked across the sodden floor, "I'LL KILL YOU!"

Rosie covered her mouth as Harry and Eddie stared wide-eyed at the man before them. The half-dead scientist had disappeared, leaving a blood-crazed demon staring them straight in the eye.