A/N: Okay, the official chapter 27!

Ahh, it certainly feels good to get those tests out of the way. My hand nearly fell off during the English one. No multiple choice, just two ten-page essays in 2 and a half hours. -- Ack!

Anyway, I decided that now, it's been too long (twitch), so here you go. Oh,

And thanks guys. I think I will keep Rosie in. I was just going through one of my self-doubting modes. So, sorry JS, I'm not killing her off :P, thanks for your input though.

Chapter 27: Monsters

Peter groaned; the pain was excruciating. He ran his gloved hand tenderly over the cuts and tiny pieces of sharp metal protruding from his flesh. "MJ…ugh, where?" He raised his head and looked around. His vision was swimming, but as it cleared, he found himself staring at Otto's back. He painfully turned his head and looked to MJ; she was fixated with a look of pure terror. That's when Peter noticed that Otto was bristling. His spider-sense was screaming and a feeling of desperation and fear was forming in his gut. "Oh, no… We're too late…" Peter hissed to himself, "Cat…Where are you… when I need you?"

Harry stood up straight and grinned, trying his best to mask up his panic. "Go have some fun," he snickered to Venom, "After all; you've been working out too."

Eddie had completely forgotten that.

Ock was seething now, mixed with harsh laughs. "Heh, heh…don't blink…" Came the harsh, raspy voice. When Harry did blink however, Ock was no where to be seen. His brown eyes darted amongst the faces of the various captives and then to Peter who was painfully forcing himself up. No one had any clue as to what had just happened. Just then, a voice that felt like a thousand needles in his heart quietly sounded in his ear.

"…I told you… not to blink…"

Harry was trembling slightly as he turned around. There, like two lanterns, were the infernal eyes of his tormentor peering out of the gloom. Their unholy gaze seemed to pierce right through him and Ock could literally see his fear. "…Ergo…" The next few moments, Harry didn't know what hit him. All he knew was that he had something hard smack forcefully against his chest, knocking him across the room.

All of this had happened extremely fast for Eddie and the symbiote. The moment that he had knocked Harry back, though, he saw his chance. With all the strength he could muster, he flung himself at Otto and buried his claws into armor and flesh. Their combined momentums carried them through a decomposing wall and into the main bell cavity. Both snarling and clawing at each other, fighting tooth and nail, they fell, eventually breaking apart and bouncing off of anything in their vertical freefall path. Ock finally managed to clamp an actuator onto the side of a bell, careful not to crack it, and hauled himself to a crouching position on the slick, curved face. Venom twisted to escape an oncoming rafter and landed with a SPACK on the soggy wood. Caaa! How did he get ssso fassst? It mattered not though. He was just getting started. The two combatants glared daggers at each other before Otto let out an animal-like roar and leapt closer to Eddie. Venom launched himself to meet him in midair and they rocketed about the chamber, speed matching speed and strength matching strength. This was unlike when he first fought Otto. Though both man and machine had learned to be in sync with one another, the creature he fought now showed nothing but expertise in his technique. The way he handled the tentacles, the fluid movements of now had far surpassed then.

MJ ran to Peter and hooking her arms beneath his, helped him to his feet and embraced him tenderly. Rosie and Lily were busy looking through the hole through which the two had crashed. May stood looking at the limp form of Harry, wondering if she should help him or not. A look from Peter gave her the exact answer she needed. Then she remembered. The crimes that were committed, the assaults on Peter, the many people who had lost their lives in the attack on Times Square. She turned away.

Beneath everyone's feet, loud booms from the actuators striking various places down below from missed attacks shook the floor.

Peter with his good hand reached up to his shoulder and removed a long piece of metal that was embedded in his skin. Immediately he felt a new freedom in his arm; he was actually able to move it. A sensation rushed to fill the ache. A feeling like all the blood was rushing into it.

"Must've been pinching a nerve," he mumbled flexing his now movable arm. He turned and faced everybody, "Stay here, guys… I'm gonna put an end to this once and for a-"

His sentence was cut off as the girls screamed and floor exploded in a shower of debris not more than five feet from where he was standing as Ock flew up from the paneling and landed hard on his back. Venom followed not a moment later with a growl, rising a few feet into the air.

Before his feet could touch the ground, Ock had flipped himself up and seized his foot. Ock swung him in a circle before letting him fly headfirst through the wall. Now that he was stopped, Peter had a chance to regain himself and survey the damage.

Ock was in a crouch, gritting his teeth and growling. All around the place, holes and craters dotted the floors and walls. Peter looked at himself rapidly; blood had soaked parts of the costume. Looking back at Ock, Spiderman could plainly see that the fight beneath their feet had been extremely heated and sparks were flying. He had acquired a small gash across the bridge of his nose, his shirt was torn in several places and the new armor was beginning to show evident signs of wear and tear. All over him were small scratches and abrasions, a few trickling blood, and his scars seemed to look more gruesome than ever.

His spider senses must have kicked in, because all of his observations happened in about two seconds. Ock stood up slowly but stiffly, glaring at the hole which Venom had left from his departure. Harry was beginning to stir. Ock turned his attention to the movement and smirked, the bottom left actuator extending the shimmering spike. With an angry hiss, he appeared next to Harry. "Get up…Osborn!" He kept his fists next to himself as another actuator reached down and pulled Harry off the ground by the foot. The spike moved in front near his face before pulling back, ready for the final blow.

Peter forced his aching body to do something right then and there. With all of his strength, he flung himself at Otto and wrapped his arms around his chest. The shock of his actions forced Ock to relinquish his grasp on Harry. Peter felt tense muscles and a rising sense of anger beneath his arms.

"Oh, don't worry; you'll get your turn, Whelp!" He snarled as a tentacle effortlessly pried him off and hurled him across the room. Peter could now clearly see why everyone was so freaked. After all that happened to him in the past half-hour, Ock seemed undaunted and still full of energy. The numerous scrapes and cuts had no effect on him whatsoever. Peter watched through the broken eyepieces at Ock's eyes; the cat-like pupils fluxuated ever so slightly. He stood still and calm, but his face told a different story.

That's when it dawned on him. Ock was studying him, measuring him up. Peter felt a twinge inside of him and leapt out of the way as an actuator ploughed into the spot where he was crouching just a moment ago. As Peter landed, he shot out a few web lines, predicting where the actuators would rise to deflect them, before shooting out one last high-speed web ball.

Peter's predictions were correct. As each tentacle blocked, it left him wide open for the web ball and with a loud SPACK, it secured itself to Otto's face. Letting out another animal roar, he growled, the split voices sounding unholy, "Infidel, do you dare challenge me?" He clawed at the web.

Peter made a fist and charged forward, "Yeah, I DO!" At the last possible second, Peter swung. Ock had opened his eyes as Peter brought his fist forward, revealing the two demonic amber orbs.

"God your teeth have gotten sharp," Peter mused, noticing the slightly bared canines.

Peter felt as if he faltered for a moment, but his blow struck true, hitting Ock square in the jaw. He flew back and slammed to a halt against the wall. A small layer of debris was knocked loose and cascaded down to cover him.

Peter went back into a crouch, clutching his hand. That was the hardest blow he had ever unleashed, still, he kept a wary eye on the pile of fallen rubble.

"Aaaghhhh…" He hissed quietly. He trained his spider senses on the corner where Ock was and closed his eyes. If it wasn't broken, then his hand was jammed.

MJ made her hands into fists and cheered, "Yeah, Teach those creeps a lesson."

He knew what she meant. She didn't mean Otto, Otto wouldn't do this. She was meaning the evil that had attacked before; the real eight-armed menace that had been unleashed shortly after the demonstration almost one year ago. Peter smiled. Her reassurance was what gave him newfound strength and renewed hope. He loved her, and he would definitely make sure she knew that. From that moment on, he would be fighting just for her.

Rosie stared on as she watched Peter and her husband go at each other's throats. This must've been worse than the last time from what she had heard. "Come on Otto, please come back to us. I know this isn't you." Tears filled her eyes. How could he be possessed? All of the preparation and precautions taken. How could one slight miscalculation turn him into the very monster she had just witnessed? Her worry turned to panic as something cool and wet slid over her mouth.

Peter still kept his senses at their peak. No matter what happened, he still must keep his focus. A muffled scream forced his eyes open and he dropped his guard to whip around. Venom was back and he had his liquefied arm over Rosie's mouth. To make matters worse, Harry had awakened, had grabbed MJ and was now holding a blade to her throat. "Don't try anything, Pete!" He spat.

Peter felt a new power rising inside of him, one he hadn't felt in so long; not since Uncle Ben's death. No one threatened MJ and his family. Harry had gone too far, but… he didn't have the strength to take both the Green Goblin and Venom at the same time. Part of him inside wished that Ock would wake up; the other half wished he wouldn't, fearing that he would murder everyone. "NOO!" Peter roared, sending two web lines at Harry. There was absolutely zero time to act. One struck Harry forcefully on the cheek. If there was one thing Peter was at this time grateful for about Harry, it was the fact that he was no where near as strong and determined as his father had been. The second webline caught MJ and brought her swiftly over to her lover.

What happened then, no one could predict. The pile of rubble explored as Ock rose again. MJ gasped and the room went deathly still, everybody watching and waiting. The only sounds were the steady drip of water, the drumming of rain on the stable parts of the building, and the heavy breathing of an extremely pissed-off demon.

Ock's lip had been busted from Peter's blow, sending blood dribbling down his chin. He raised his hand to his mouth, flexing his fingers as if they were claws. With a quick lick, he tasted his own blood and snarled. They all noticed something different about his eyes. The yellow irises were fringed in a barely visible line of red. The smell of Peter's blood had awoken the monster completely.

Enticing… isn't it? The actuators hissed within Ock's mind. With the hand he had raised to his mouth, he slowly wiped off the blood. He stopped with his hand still raised and looked in Peter's direction.

"He's not… staring at me…" Peter whispered, holding MJ defensively. He felt her trembling beneath his arms.

Ock's glare had traveled to the eyes of Rosie and Venom. With a burst of speed, he raced towards them, scarlet and yellow glowing in his eyes, his pupils turning to vertical slits.

"Come to usss," Venom hissed, moving Rosie between the two of them and extending his claws. He moved them to her neck and grinned wickedly. Rosie's eyes grew bigger in a silent scream as Ock appeared with the tentacle spike bared and eyes ablaze.

Inside of him, Otto was struggling to get to the surface.

"Please, let me through! I can't let him harm her!" Up till now, Ock and Otto had fused their movements and thoughts together; fighting in unison, but now, Otto could see his beloved was in danger at the very man who had been fighting him for her. Ock's fist was still raised as he pondered. What harm could it do to let him out for a few moments?

The voices, all four of the tentacles and Otto's still fused, spat angrily, "You!...You Coward!"

Rosie looked to her husband's eyes. She felt a small twinge of relief as the familiar flame of Otto came back.

"Please… Just let me out this once! I'm begging you." Otto's voice whispered in Ock's mind. Ock slowly lowered his fist and the tentacle as he slowly blinked. The yellow in his eyes dissipated to the soft auburn brown. Otto was back. He panted, finally after all that time of being unable to do nothing, he could breathe again.

He stared at Venom, his eyes darting every few moments from Venom to Rosie. Harry meanwhile had staggered to his feet. "Venom! Finish him!" he screamed, leaning against a beam for support.

"Yesss," He hissed. "We'll let her go… if you promise to cooperate," He grinned and bared his teeth.

Otto looked from Venom to Rosie and sighed heavily. "All right."

Venom smiled. "We knew you'd cooperate." He released her. She stumbled into Otto's arms and gasped, "Why are you doing this, you'll be killed." She looked to his bruised, scarred face, at the blood that was beginning to form on his lip again. He took her hand in his and squeezed it gently. She was cold and scared… he could feel it, "There are worst fates…" They embraced for one last time, "I won't be long. I promise you." They drew away as Venom came behind him. Somehow, Rosie felt comforted by his words and she trusted him.

"Move," Eddie hissed.

Otto's hands were bound with webbing and he felt Venom's hand on his shoulder. An Icy grip that penetrated to his soul.

With a mighty shove, Venom slammed Otto down through the floor boards.

As he fell through the cavernous hall, he desperately struggled against his bonds. "Agh! No use… Damn! This stuff's stronger than Peter's!" Glancing down, he saw that he was falling towards the wall. Perfect! He flung himself over and placed his feet on the side, then with a great shove, flipped off with his hands still bound, over to a rafter. An actuator steadied him as he landed perfectly.

"Now… to deal with these." He pulled and strained, finally being rewarded with the black gossamer strands stretching and snapping apart. He smiled. Now where was Venom? Somehow, someway, he would pay. Otto would make sure of that. But he could feel a fresh wave of rage boiling inside of him. Eddie never loved her like he did. He was just using her to get at him; and that was something that Otto was never going to forget.

"Get down here COWARD!" He bellowed.

From the sodden shadows came a growl, "We are no coward! We are merely an opportunissst!" Otto rose to meet the symbiote's advances, only to find nothing there. A long black tentacle wrapped around his neck from behind and slammed him against the wall once more.

"I have you right where I want you!" Venom slowly walked over, leisurely taking his time. His claws lengthened as he came about two inches away from Otto's face. "Don't you see, you fool? It's pointless. And just think… none of this would have happened if you had just let us be! But no…" He placed three claws at the top of the three vertical scars, "you perplex me as to how you desire… to open old wounds." The claws sank into his skin a bit and ripped downward. Not even as close to as deep as last time, but just enough to shred the skin and start the blood flow again. "No matter… We'll end your pain and misery right here… right now!"

Otto was pinned against the wall, seething and gritting, watching as Venom's free hand turned into a spike. The tentacle relinquished its grip from his neck as Venom leapt away. All in one split second, the spike came hurtling with pinpoint accuracy at Otto's heart.

He shook his head. The way he had designed the armor, it was made to withstand extreme attacks, though the shock would probably be something to worry about. Still, he braced himself and raised his hands in front of him, concentrating all of his effort to his arms. The glowing shield came up again with a faint deep hum. But… It would prove to be no match for the speed of the missile and its power. Like cutting through tissue paper, it sliced through the golden curtain and straight for the breastplate.

With unfathomable force it slammed directly into the armor. Otto heard a C-C-CRACK…PLINK before the target area of the armor exploded into a thousand tiny fragments. Otto's breathing immediately became extremely heavy and panicked and a pain unlike anything that he had ever felt began radiating from his chest. He dropped to his knees as the black spike retracted and took on its original form of Venom's arm as he came into the dim light. Otto fell over to the side and clutched his chest as a dribble of blood began to ooze out of the center of the depression.

Venom sneered as he walked over and placed his foot next to Otto's cheek, then with an upward kick, sent him sprawling onto his back. "Heh, heh… too bad. You'll surely die now." Venom reached down and picked up the largest piece of gold metal before flitting the blood-red tongue and disappearing.

Angry hot tears filled his eyes and threatened to spill over. His chest was on fire; it felt as if everything inside had been shattered. But what hurt worse was that he wasn't going to go back… he couldn't help the others. How could he walk into such a simple and obvious trap! Now there was nothing holding his tears back. The warm drops flowed freely from his eyes; he was going to die here, the darkest of all places. But he couldn't die… he had been unable to kill himself from his despair over losing Rosie, and now that he was truly dying, he realized… that he was losing her again. He had failed to protect them, just as the armor failed to protect him. Perhaps he wasn't immortal after all. He closed his eyes slowly.

"P-Please…Don't…don't let me…d-…die." He pleaded to his inner demon.

Without him, Ock couldn't live. It was now that Otto realized how much they needed each other.

I…I Won't…