Author's Note: Gawk! Sorry about the cliffie folks! On with the chapter.

I'd also like to point out to anyone who was thinking about it, that I wasn't copying off of Episode III in that last chapter. How can I if I saw the movie a few days after I posted the chapter? And I hadn't seen any of the trailers… curses! Just wanted to eliminate the possibility of a misunderstanding.

This is the end of the action I'm afraid, so I made it really long. Oooooh (Spirit Fingers)

Chapter 28: For Whom the Bell Tolls

All was quiet on the upper floors as Peter and MJ held each other, waiting with baited breath for any sign that it was over. The silence was becoming too much to bear for anyone. Harry rubbed his head painfully as he stared at the gaping hole. At last some movements both eased and further pushed all of their tensions. The movement from the chasm below revealed the sleek, black form of Venom. He was panting and was wobbly on his feet, but grinning evilly. "It'sss through! We…We finished him."

A pang of panic formed in Rosie's heart and somehow, something told her it was true. That fleeting, flickering twinge of hope had vanished almost all together. Was she alone? Was the one she loved more than life itself gone? The faithful lover inside of her spoke out involuntarily in Otto's defense, wherever he was. "You-You're lying!" Tears leapt to her eyes as everyone's gaze darted to her.

The white, sinister, teardrop-shaped eyes turned to her. Venom cackled and held up his hand, in which was a large gold piece of metal. "Isss that enough proof, my dear?" He smiled as the black retracted and revealed the face of Eddie Brock.

A sickening wave of nausea swept over her as she sank to her knees. She felt Lilia's reassuring touch on her shoulders, but it didn't seem to make her feel any better. Peter looked on in horror. Otto…can't be dead, he tried to reassure himself. If he was… then…what was his idea anyway?

Eddie moved closer to Rosie and held out his hand, "Now, maybe we can pick up where we left off." Her nausea was replaced by a complex emotion; a mix of sadness and fury. She was angry at him for keeping this up and… killing Otto. Her grief was in the fact that it went this far because of some childish grudge. She didn't care anymore. She had been a fierce person in college, known for standing up for herself and now, it was time to show that side of her once more. "You are an Ass," she said with a steady, dangerous tone. She swatted his hand away from her and glared at him, tears spilling down her stony face.

Eddie's smile faded.

She wanted to say "If you loved me, then you would've let me be happy." It didn't exactly come out that way, more like. "Go to Hell! You're making everyone suffer from your childish behavior." Her voice was plainly trembling. Eddie shook slightly. The symbiote inside of him over time had poisoned his mind to the point where he was psychotic. The black covered his face again as he hissed malevolently, "Oh, what isss it? I'm not good enough for you?" Eddie had clearly gone mad and was unable to control himself from the influence of Venom. His arm swung in an arc, striking Rosie sharply and sending her skidding across the floor with a scream. She came to a halt on her back, unconscious.

Deep beneath their feet, Otto lay limp on the cold, wet ground. He could feel something inside him, but he couldn't describe it. The pain from the sustained injury was making everything difficult. Ock had told him that he wasn't about to let him die, and his word was the only thing Otto had to hold on to. But he had become so weak, that the voices had separated into four again and had lost their malice.

Father…

We won't let you die

Just bear with us

What pains you?

"Every thing…" he whispered.

Hold on, they fused again, straining to take hold of themselves again.

Otto closed his eyes, silently urging them to hurry as he relaxed. He had been lying like this for fifteen minutes, the color slowly draining from his face. If he lived, it truly would be a marvel to everyone. Out of the deep silence of the cavernous pit, an echoing shriek pierced his hearing, sending him painfully bolting upright. The flaming agony in his chest and abdomen flared again as he gasped for air. He mentally berated himself for a nanosecond before pushing himself to his feet.

"What was that?" He whispered to the presence inside of him… then he realized, "Rosie!" His weariness rapidly diminished as he allowed Doc Ock to return. The actuators pushed their influence into his brain and blocked the pain synapses. His muscles tensed and he closed his eyes once more. The smell of his blood met his nostrils again. When his eyes opened, they were once again gold, but the whites were now completely red. Otto had hoped that he didn't have to resort to using the natural fighting force inside of a human: Bloodlust. But with the way his luck was running, he didn't think that there would be another option.

They were one again, and they knew that they had to save everyone they could. Otto knew he had to tell Peter to activate the clockwork otherwise the chances for survival would be extremely slim. He rocketed up on the rafters with the agility of a demon once more. Otto said one last thing before silencing, "Remember the fires of hell that forged you." Ock smiled, he knew there was a sadistic memory in that message; the fusion reactor. Both Ock and Otto knew they were like phoenixes; both had died from fire and were reborn from each other's ashes.

"It shan't be forgotten," he seethed.

Peter was shielding MJ as Harry got to his feet and hobbled over to Venom, still wiping off the remnants of the webbing from his cheek.

"You shouldn't have done that."

"Why are you worried? He'sss dead," Venom sneered. "It'sss not like he'sss going to do anything about it." Venom stalked towards Rosie again, hoping to finish things now that he was enraged. His claws lengthened with a SHNK. Rosie groaned as she opened her eyes and turned them to the oncoming monster with a pained gasp. A feeling of dread and despair filled her heart and something wet was running down her chin. It wasn't the rain, it was warm. Blood.

Venom reached her and raised his hand to deliver the final blow before there was a roaring growl followed by one armored hand bursting from the floor. The nails dug into the mossy wood before another hand clawed a hole big enough to drag its owner up. Peter's face lit up; He wasn't dead! Otto slipped slightly, digging his nails like claws into the only grip he had. He was bristling and snarling, his hackles on end as the actuators pulled him upwards.

Peter made sure that MJ was somewhat safely concealed behind him before turning to look at the monster.

Venom had been knocked off his feet and had recoiled back a few feet in disgust and disbelief. Otto now had his torso out of the hole and was clawing with all six arms to get at him, eyes ablaze. "How…Dare…You…Hurt…Her!"

"I…I-It'sss not…posssible," he hissed as Otto tore the rest of his battered body from the orifice. "I can't die," Ock bristled. The Actuators undulated and flared at their target. Peter looked on with his heart in his throat. With the tentacles writhing about, Otto's eyes blazing yellow and scarlet, and his stance in a kind of hunched position, he looked like Baal.

Otto turned to face his loved one. The old Otto returned, but the glowing eyes never left. Kneeling beside her, he took her into his arms and wiped the blood away from her mouth. She turned to look at him, "Oh, Otto." She breathed, leaning against him.

"I told you I wouldn't be long." He held her for a while before turning his eyes back to the symbiotic psychopath and the Goblin. Gently setting her back down, Ock got to his feet and slowly walked towards the two villains. "Give me one… ONE good reason as to why I shouldn't rip you limb from limb," he gruffly barked as he stared them in the eye. Both disregarded what they should do next; fight or flee? Ock gave a snarl and reached a hand up to the shoulder joints on his armor and pulled… hard.

Peter shook his head as he heard the metal pop before it was ripped into pieces, which Ock carelessly flung away from him. Nothing left to add weight and restriction to his movements would allow easier ass whooping, surely.

Peter had absolutely no idea what he was about to do, all he knew was that when Otto dove for Harry and Venom, He dove after Ock. Even though the two were mortal enemies to them, he wasn't about to let them die, not on his watch anyway.

Whew, man, without that armor, he really is faster, Peter mused to himself. He found himself latched onto Otto once more, clinging for dear life, in hopes that he could distract Ock. Venom saw his chance and dove at both Peter and Ock while they were preoccupied with one another.

"Nah-ah, I don't think so," Ock growled as he held up his palm and thrusted it forward. Peter saw the air fluxuate heard a small SKREEE when Venom was hurled back from the sound waves with a scream. Ock turned his wicked gaze to Peter, "Boy you sure are obsessed with dying young, aren't you? No matter… I'll take great pleasure in rending you limb from limb myself now." Ock's organic arm plucked him off and held him firmly as the lower left tentacle's spike emerged and drew back. Ock tightened his grip on the boy's neck to a strangling amount of pressure as Peter choked and gasped. A scream escaped MJ's lips. "Goodbye…Spiderman!"

"Let 'im go, you freak!" Came the shout of a familiar feminine voice, followed by a WHOP as her two black-booted feet slammed into Ock's back. Ock released Peter with a cry. "Holy… Sorry Otto, I don't really take time to listen to men."

"C-cat!" Peter sputtered, simply overjoyed to see her again and to be able to fill his lungs once more. He caught himself and Ock heavily pushed himself up with the actuators. "Get away! He'll kill you!" Ock was now up and growling, sending chills down both Cat and Peter's spines. Peter offered her his hand and helped her up. "We have to find that inhibitor chip," he whispered harshly.

Cat smiled, wiped her mouth and held up something small and encased in blue plastic.

"Cat! I love you!" Peter grinned.

"Sorry bub, you've got a girlfriend, I swiped it offa Harry when he wasn't looking."

Peter smiled for a few seconds before his spider sense warned him of something coming. He leapt backwards with a yell, "CAT! LOOK OUT!

"Wha-?" She started before an actuator slammed into her chest. Ock dropped to his knees and clutched his head, receiving a confused look from Peter.

"What are you doing?" Otto hissed in his creation's head, "Don't hurt her!"

"You're out of commission, you old fart!" Ock hissed in his commanding tone. "She attacked me…so I'm fighting back. Stand down, or I'll murder everyone here!"

"I won't let you!"

Ock roared and doubled over. His face turned to Cat and Peter as Otto choked out his plea, "Look what he's done unto me… help me," he gasped out before losing his control again.

Cat's eyes narrowed. "Come on Pete!"

"Cat Wait!" Peter screamed as Otto leapt back out of the way and off of wall. Cat saw this coming and did some quick thinking. "Pete! Get 'im!"

Peter leapt at Cat's command and struck out with his fist. The impact was met with a WHUF from Ock. Peter opened his eyes to see that he had connected his fist with the bottom of the scientist's sternum. If there was one thing he remembered from health class, it was that punching someone there would instantly wind them, no matter how strong they were. Ock took a gasp of air and faltered for a second before striking Peter's face with a tentacle. Peter flew back and met the wall with a CRUNCH. His gloved hand covered his bruised face. "Ooh, that's gonna be a shiner," he groaned.

Cat hadn't hesitated for a second. Once Ock had faltered, she flung herself against his back and jammed the inhibitor chip into its socket.

"NOOOOO!" Ock screamed hollowly, as his upper left tentacle ripped Cat forcefully from his back and flung her with all of his strength into a stone column. She slammed head first into the masonry and slid to the floor with a sickening THUD, a trickle of blood oozed out from her snowy hair. Slowly, but surely, Otto gained control over his body again. The actuators screamed in his head shrilly as he covered his ears. Peter breathed a sigh of relief as Otto's eyes returned to their normal color. His relief was short lived as he found Cat lying on her side.

"Guuuuh," Came Otto's weak voice as he wrapped his arms around his stomach. He looked around. What happened to me? And where's my armor? Lying dormant, he had not seen any of the violence that he had unleashed. His eyes fell to a crumpled heap a few feet away from him.

"Cat…No! I didn't!" His heart leapt to his throat and he tried to pull himself over to her. The actuators assisted his agonized movements. He gingerly touched her shoulder and she stirred. She turned her aching head to the man in front of her, and smiled. Her old friend was back with them. Otto smiled before coughing.

She's okay…His smile left as he remembered Peter. "Peter," he gasped, "Go…Now!"

Peter nodded, stood up and rapidly tried to make his way to the gap in the floor. He knew what he had to do; he had to turn on the clockwork.

It didn't take Harry long to figure out where he was going. "No!" he cried and dove after Peter, catching him in midair and falling through the hole with his former friend.

Venom pushed himself up from the floor as Otto fell flat against the wet wood. "Kill…I…want…blood!" he was so close.

Father!

He's coming!

We can't move!

Father, nooooo!

There was a loud noise that resembled smacking an overripe fruit with a hard, wooden board and Venom dropped to the ground obviously unconscious. As he fell, Otto saw Rosie holding a large piece of debris like a sword. His wide eyes met hers.

"I… have had it," she breathed. Otto grinned and managed a suppressed laugh. Rosie slumped over and fell on her knees. It amused him that she had rendered Eddie unconscious with a board. She started to fall over as Otto caught her with an actuator. He gently laid her down as Cat stirred and woke up.

"Ugh, I've got a hangover," she slurred. She shook her head and looked at Otto.

"Cat, stay here and wait for us to return." She opened her mouth to object, but remembered the warning Otto had given her before leaving. 'I don't want you to get caught in the crossfire.' She nodded before standing, taking Rosie in her arms and moving her to a new spot.

Otto swallowed and sighed, "I'm coming Peter."

Harry! Now is your chance! Avenge me! Norman's voice screamed in his head. Harry pulled out a blade from his belt and raised it.

"Harry! No!" Peter said as he slammed his fist into his face. Harry let him go and crashed through a rafter. He managed to steady himself on an adjacent one and sneered as a maskless Spiderman landed below him. "Harry, please listen to me. Let me do this. I can stop this now."

Harry said nothing, just plummeted down with the knife raised. Peter knew he had to block, but he just wasn't fast enough. The blade sliced through his costume on his arm and sent a sheer wave of pain racking his left side. A cry escaped Peter's lips as he staggered back. Enough was enough, he decided. He unleashed a massive amount of webbing from his good hand and managed to tie Harry up and form a gag. Harry writhed and struggled, but couldn't break free. Peter relied on his Spider-like agility and senses to locate the lever chamber.

"Hokay, let's see," He said as he tore a strip of his costume off and made a makeshift binding, enough to apply pressure and stop the bleeding. He turned back to the various switches and sighed. Otto wasn't kidding when he said they would be rusted. "Eenie meenie miney moe," he grinned, picking one out of random. He wrapped his hands around it and pulled. Groaning, he tried as hard as his might would allow him. He finally felt it give slightly and move. "Yes," he panted as he pulled more. It eventually slid and locked into place. Peter released his hold and waited. Those few seconds were pure hell. He was graciously rewarded with the groaning rumble as the massive gears began to move.

"Woooohoooo!" He yelled jumping into the air. Now all that was left to do was wait for Otto to do his part. Whatever it was.

Otto shoved himself to a sitting position waiting and watching diligently for anything from Venom. It wasn't going to take much strength to do what he needed to do, but if Eddie killed him before he had a chance, there would be a bit of a problem there. He sighed when he felt the building shudder from the gears. At least one part of the problem was over with. The clock face lit up from a fork of lightning outside and Otto was able to see the hands. The hour hand faced the ten, but what his attention was focused on was the massive minute hand, it began to move ever so slightly. It had been on the nine, which means that he had roughly fifteen minutes to get Venom up and down in the cavern. And by guessing the weight of it, he could clearly see that Peter had no chance of moving it. He squared his jaw as Venom woke up and saw him.

Well, the best way would be to taunt him, but he'd probably kick my ass if he caught me… that won't take long, he thought.

Anything's worth a try, Father

Yes we will help you

For everyone!

It's now or never

The fourth one was right. Besides, Venom had locked his sight on him and he couldn't afford to waste anymore time.

"Come on, Dumbass!" Otto yelled mockingly before diving down into the pit.

Venom screeched angrily and followed him.

Otto had to be especially alert, which, loss of blood wasn't helping at all, with where he was falling. "Agh! There's moving parts!" He said jokingly to his pets.

Father, The beast is behind us

And gaining fast

Ulp

…

Well, I don't want to lose him, but…I do want to give him a bit of a chase. Otto smirked as he quickly dodged between two gear teeth.

After about five or six minutes, he was beginning to regret doing all of those evasive acrobatics. His insides were on fire and he had probably hyperextended several muscles in his chest and shoulders, not to mention the muscles under the harness and spinal column. Still, he wanted the actuators to focus on their current task despite their pleas to allow them to block his pain receptors.

"Help me find the largest bell," he said sternly.

There! They all answered at once. As he cleared an anchor for the chains, he saw it; the large tarnished surface still gleamed slightly in the dim light. He shot himself over to it with the tentacles before shouting out, "Be careful when you land!" They tried to do that, but when they took hold, they had done so that there wasn't a good grip and he began slipping against the slick surface. "Grab harder!" He yelled and they increased their grip pressure. When he came to a complete halt, he looked around for Peter, finally finding him sparring with Harry. "Peter! Go back to MJ!"

"What?" He called, ducking a green-clad fist.

"Just go, now!" Otto bellowed. If his judgments were correct, he had only about four minutes left before the minute hand struck the twelve. Four minutes… That would be enough to charge the bell and possibly get out with everybody safe. Otto took a few deep breaths, watching as Peter understood what he meant and clambered back up to the top floor.

"God, I hope Rosie'll be okay."

He carefully climbed a little higher on the bell and closed his eyes. He could feel Venom near him, but he couldn't tell where. About a minute passed. "These games can't go on!" He hissed. "It's now or never." He began to once again focus his energy into his hands as the actuators held him in place. His hands were beginning to get a very light glow before he heard something move on the bell behind him. An elongated hand reached out and wrapped around his throat and turned him to look into the face of Venom.

Keep Charging! He told himself.

Venom seethed at him, "You've made usss lossse everything! Now we are nothing!" Otto writhed as he fought for a breath; still the glow was getting brighter. He couldn't give in.

"Cat!" Peter yelled out as soon as his feet touched the floor. "Cat, we-we've got to get everyone…out!" he panted.

"How much time do we have?" Cat asked.

"Like, three minutes."

"Perfect," She grinned. "I took the liberty of getting the police here before I came up, oh… and here's your mask."

Peter shook his head. Maybe things were going their way after all. "You amaze me, Cat."

"Come on now." Peter nodded. He ran over to Aunt May and MJ while pulling on his mask. "Come on guys, let's get out of here." MJ wrapped her arms around Peter's neck as He took May in his free arm.

Rosie was helped to her feet. Before Cat could help her, she spoke, "Cat, just go with Lilia. Leave me here."

"Rosie!" Peter said astonished.

"I have to stay." She answered looking towards the opening.

"We understand," Cat smiled. Rosie nodded her head to signal them to leave. She watched them leave through a gap in the wall before closing her eyes, praying.

"We're gonna have to make a gamble to make this," Peter said, standing on the edge on an outcrop looking down into the bay. The rain had stopped, but it had deposited a layer of fog on the ground. Below, red and blue lights on the police boats flashed. Everyone held their breath as the two vigilantes jumped towards the lights. MJ bit her lip to keep from screaming. Peter hoped to God that he wouldn't break anything when he landed. The white decks of the boats came into view through the fog and both landed with THUDS that sent the boat jumping a bit and sent officers scattering. Peter began hopping from boat to boat rapidly and made it to the nearest rooftop that sat on the opposite shoreline. Cat appeared with Lilia next to him. "I'll stay, you go back."

Peter nodded his thanks before rocketing off towards the tower again.

Otto's hand was by now, a bright gold. "I could just use it on him now, but how would I charge up later?" he thought. Two actuators had wrapped their pincers around Venom's head as they had done to Spiderman and squeezed. Venom's hand came off Otto's neck.

"Finally," He hissed, he was about to slap his hand on the bell before Peter came back, "Otto, Rosie's still here!"

His eyes widened. He had two minutes left. That meant he had to charge the bell, get Rosie and clear the area before it collapsed. That was the final straw. He looked back at Venom as spoke harshly, "Ask not for whom the bell tolls, for it tolls for thee." He slapped his palm down. At first nothing happened and Venom cackled, "Looksss like you fail." What was wrong? They were harmonic frequencies. The bell should be sounding now. Then Venom's body froze, the symbiote began writhing, sending him into a torrent of agony. Faintly, but growing louder by the second, was the sound of a gong warming up, but much, much louder and deeper. Otto's hand began burning. He waited as the sound grew louder. His ears were ringing and his vision was buzzing. As the minute went past, his hand was frying. He felt a scream of pain leave his throat, but nothing was heard over the growl of the bell. Venom had fallen off and was lying on a rafter writhing and shrieking.

"Get me off!" He screamed in his mind, since anything audio wouldn't be heard. The actuators pushed him off as his vision dimmed. They drug his body to the upper floor as debris fell all around him. The noise was deafening and still growing in volume, well, they were concentrated sound waves. Otto saw Rosie holding her ears as the noise shook the floor. He picked her up and headed back to Peter. He nodded his head for them to go, but the floor beneath Peter shattered and he plummeted to the very bottom where Harry was. Otto went down as fast as he possibly could go and found him pinned. He desperately shoved debris out of the way; the sound was definitely less all the way down here.

Just then, the minute hand struck the twelve and the large granite piece above the big bell stuck downwards into the vibrating mass of metal. Otto fell back from the sudden pressure of the sound and looked up to see the symbiote partially explode from Eddie's body. Peter stood with Otto helping him painfully and looked up as his Spider senses screamed. Those vibrations had snapped the rope holding another bell and it was falling straight towards him. What happened then, no one saw coming. The gas wore off completely. Harry screamed and dove for Peter, "PETE, NOOOOOOOOO!" Harry managed to push Peter out of the way as Otto leapt back, but couldn't save himself from the ten-ton mass of metal. There was an earsplitting CRACK and a trickle of blood began pouring out of Harry's mouth. Otto shoved Peter towards a hole and mouthed, "Go!"

Tears began streaming down Peter's face as he left. Otto picked up the bell with all four of his actuators and heavily threw it aside. As the bells were struck again, he picked up Harry's limp body as Rosie hugged his neck and left.

Peter made it back to the rooftop in time and collapsed with a choking sob. In the distance, he could see the tower collapse with one final GONG from the bells. The mists were thicker, but still provided some view. MJ held his head to her shoulder as he sobbed. He knew Spiderman shouldn't shed tears, but this was Harry, his best friend…his brother. Lilia gasped as a large figure landed on the edge of the roof and came through the mists. Rosie slipped off her husband's back and nuzzled his shoulder. Otto looked at Peter, in his arms, was the broken and extremely limp form of Harry, still in his green armor. Tears had softened his brown eyes as he set the fallen youth on the ground. Peter crawled over, tears still pouring down his face, and propped his friend's head up with his hands.

Harry's face was as white as new snow. He gave a racking cough and coughed up more blood. "P…Pe-Peter…"

Peter's heart was breaking to see his best friend dying. "Otto," he choked, "Can't you do anything?"

Otto shook his head, "His spine's snapped and he has very heavy internal bleeding…" he swallowed, "let's put it this way, he's cut in half on the inside."

Peter wanted to feel angry at him, angry for not trying. But that was his irrationality speaking. His true feelings knew that Harry would die, that there was nothing anyone could do. But seeing him here, dying in his arms was sickening.

"P…Peter," Harry breathed. "I-I don't know…what came over m-me. Vengeance…got the...b-best of me."

"I forgive you," Peter sobbed.

"I-I…I-I'm sorry…Brother…" His last word was sighed in his last breath and his head became heavy. He fell completely limp. Harry Osborn was dead. But something in his cold eyes told Peter that he seemed peaceful, like he had gotten rid of a great burden and pain. He laid his head back down as Otto leaned over, placed his hand over Harry's eyes and closed them. Rosie looked to him, then began crying into his shoulder. MJ and Peter held each other sobbing silently, Peter sobbing harder. Lilia and Cat didn't know him that well, but they still felt an extreme ache. Otto tried to feel sad, he did truly, but he couldn't cry, he had no tears left. His life had been fraught with tragedy.

"He was too young," Otto said and closed his eyes holding Rosie to him. Peter had lost a friend, a colleague, and… a brother.

A/N: I cried when I wrote this.