A/N: Okay, anacsadder, you now get 50 credit for this fic! You're helping me way too much! Thankies!

11. The Consequences of Becoming a Villain

Otto came home and walked into the door. The house was empty. Rachel was nowhere in sight. He walked into her room. Her backpack was gone, and there was a note on the bed.

"Otto, went to think. I'll leave you for like an hour or something so you can get your priorities straight. You need to learn to control those things man! You really freaked me out! I hope you can figure out something. TTYL, Ray."

Otto put down the note and walked right back outside, looking for Rachel.

-

Rachel sat in the Starbucks with her frappe, gazing out the window. Her actuators were hidden beneath her coat, so that no one would freak out when they saw her. She was thinking about Otto's little outburst back on the rooftops. Those actuators had way too much influence on him! He was actually going to kill her! She started daydreaming about what would have happened if he hadn't stopped himself and they had to fight, when she saw Otto in the window, motioning for her to come outside. She ran out of the café and out onto the street where Otto was.

"Otto! What are you doing here? And how did you know I would be here?"

"I came home and got your note, and I knew you would be here because you like this place. Don't worry. I can control them!"

"Then what was that little outburst an hour ago! You were going to kill me! That doesn't show much control!"

"Rachel I told you, it's not my fault!"

-

Spider-Man was swinging through the city, when he looked down and saw Doc Ock talking to a girl in the street.

"That's got to be trouble." He thought to himself. "Doc Ock talking to an innocent girl! Once again, Spidey swings to the rescue!"

-

"Otto, you've just got to learn to make those things listen to you! I don't want to hear any more excuses! I've still got most of my life to live, and I don't want my last memory to be running away from a maniac who turned on me with a twelve-inch blade! So get your act together!"

"You keep it up with that talk, Rachel," Otto said, steaming up. "And you'll get more of it coming." He said, as one of the actuators snapped at her an inch away from her face. Rachel simply glared at him.

Suddenly, Spider-Man swung out across the street and grabbed Rachel away from Otto, swinging her to the top of a building. Otto blinked, his mouth dropping open.

"That was unexpected." He thought.

-

Spider-Man put Rachel down on the rooftop.

"Are you okay?" He asked. Rachel looked at him, and then punched him in the face.

"What is the matter with you! Can't you see I was having a conversation?"

"What? But… but Doc Ock was there!"

"Hellooo? Don't you think I knew that? I was talking to him man! Gee, you think you could let a girl talk to someone and have a normal conversation!"

"Okay, I'm officially confused. You're telling me that you were talking with an insane megalomaniacal super villain and you weren't afraid?"

"Yeeeaahhhh. Now if you'll excuse me, I have to go." She stated, walking over to the edge of the building. "Catch ya later, you wall-crawling pain in the neck." She said with a smirk, and jumped off of the building. Spider-Man ran to the edge gaping, and watched as four steel actuators burst out of the girl's coat and broke her fall, and she walked back over towards Ock.

"Okaaaaay, that was unexpected." He thought. "Really unexpected."

-

Rachel walked up to Otto.

"Sorry about that. Now, where were we again?"

"You were just about to apologize for back-talking me before I strangled you."

"Yeah, right. Look, this 'friendship' is getting a little bit far from 'mutual'; you know what I'm saying? I say, we forget about your little spasm of anger, and go on with our normal life. Kay?"

"Whatever. Just watch it with me. I've given you a weapon; but you're still under my authority, got it?"

"Sure, sure. I'm just happy to be of service." She said. "Okay, let's ditch this place and go have some fun, shall we?"

"Very well. We haven't done much crime together lately. What would you like to do?"

"Oh, I don't know; create some chaos, maybe rob a bank or something; or we could always just go around scaring people." She said with a smile. Otto smiled back.

"How about we do a little of all of that?"

"Really? Cool! Where are we going?"

"Oh, that looks like a good place to start." Otto said, pointing to a metro area a few blocks from Time Square.

"Sounds good to me. Let's go."

-

Spider-Man still stood on the rooftop, watching as Rachel and Otto walked down the street together, both in trench coats; both with steel actuators hidden beneath them.

"Great." He thought. "Now I've got two octopuses to take care of. Where are they going? I'd better keep a close eye out with these two. I wonder how they ever got together, and I'd also like to know, what's the deal with that kid having her own set? How the heck did that happen?" He pondered, as he swung from building to building, following them.

-

Otto and Rachel arrived at a large building in the middle of the city. They smiled at each other and both walked inside, their actuators still hidden beneath their coats. Spidey was still following them, and quietly crept behind them into the building. Rachel walked up to one of the counters with a large display of jewelry in it, and gazed upon a gold bracelet lined with diamond studs.

"Ooh, that's beautiful." She signaled over the cashier. "Excuse me, may I see that bracelet?" She asked.

"Certainly." Said the clerk. She unlocked the case and held out the bracelet for Rachel to look at.

"It's very lovely. I'll take it." She said with a grin, and her actuators burst out of her coat and hung in the air. The woman screamed, as one grabbed her by the neck and threw her across the room, and she landed against the wall unconscious. Rachel took the bracelet from the counter and slipped it onto her wrist, admiring it. Otto watched her from the door, smiling to himself.

"She's getting good."

Spider-Man swung up from behind Rachel and kicked her across the room. She landed hard against a glass case, and her actuators smashed through it behind her, as fragments of the glass showered above her head onto the ground. She shielded herself from the shards with her tentacles, as one scratched down across her cheek. She could feel the blood slowly trickling down her face, as she stood up, fiercely fixing her eyes upon Spider-Man, who was now clinging to the ceiling.

"That does it, you wall-crawling worm! I'm going to kill you!" She shouted, and she grabbed a table that was nearby and hurled it at Spider-Man. He simply jumped out of the way, as Rachel continued to throw more objects at him, and one of her tentacles finally caught him by the ankle as he was swinging by, and threw him into a stack of iron crates that fell on top of him. Rachel walked over to the heap and rummaged through it, as an actuator picked him up by the neck and drew him over to her. "I'm gonna make you sorry you ever did that, you incommodious bother! And now the posing issue appears to be the fact that you've met another octopus who hates you, although this one is going to finish the job!" She said, as the tentacle began to squeeze Spider-Man's neck, almost choking him.

"W…wait…" He gasped. "I… need to know something."

"Well, go ahead and ask." Rachel said with a smirk. "Or can't you breathe?"

"W… why… are you… doing this?"

"Lemme tell you something, Spider." Rachel said as she drew him nearer to her. "I AM EVIL!" She shouted in his face, as one of her tentacles thrust out a blade in front of his face, rearing back and ready to stab.

Just then, sirens were heard, and screams and screeches of tires were accompanied by it. "What the heck?" Rachel said, dropping Spider-Man onto the ground and walking to the door where Otto was looking out the window. "What's going on?" She asked him.

"Look." Otto said, pointing out the window. "It's a fire."

"Huh. Let's go check it out." Rachel said, opening the door and walking out into the street with Otto. Spider-Man swung outside towards the building, assisting in any way possible to the firefighters.

Rachel looked curiously at the building, and then tugged at Otto's coat sleeve to get his attention. "Hey." She said. "This is where my parents work. What time is it?"

"2:30."

"They're still in there! I've got to find them!" She started to run towards the building, but Otto grabbed her by the arm.

"Rachel no! You could just as easily die in there as well!"

"But I've got to do something! My parents are in that burning building!" No sooner had she said that, then there was a thunderous boom, and an explosion was seen; smoke billowing out the top of the building. All the windows blew out, and shards of glass flew everywhere. The bottom of the building finally gave way, and the building collapsed upon itself. Rachel just stood there, watching in horror as people ran in all directions, and the firemen were extinguishing the fire. She looked up at Otto, who had his eyes closed, and was hanging his head in despair. She turned her now glistening eyes back to the heap of smoldering rubble, and a wave of motion suddenly came over her as she watched the ambulances arriving; her eyes filling up with tears. She spun back round and cried, burying her face into Otto's shoulder. Otto slowly opened his eyes and looked down at Rachel. She was clinging to his coat, crying into him; her shoulders heaving with sobs. At length, he put his arms around her and held her close to him, as she cried in his arms, her tears staining his coat.

"Shhh. It's okay." Rachel finally broke away from Otto and stared at Spider-Man, who was helping out the firemen and searching the rubble for any survivors.

"Spider-Man could've saved them. I could've saved them. But I didn't." She turned around and ran away, climbing up a building. Otto watched her ascend the building and run away out of sight. He started to go after her, but then stopped. Instead he just stood there for a minute, watching the event with a mournful heart.

-

Rachel stood on the rooftop, thinking. She had been standing there for an hour now, but she hadn't even noticed. She was thinking about the explosion, how she could've gotten her parents out of there. She could've saved them. She should've saved them. But she didn't. All she could was watch, watch and cry.

Her actuators now hung limp on the ground, as if in sadness and woe. She thought about them, too. They could've helped her- or rather, she could've used them to help her save her parents. She could've done something. Instead, she just stood there, watching like an mindless idiot while the building burned, exploded, and then collapsed on itself. All, all of it could have been prevented. But it wasn't. And now it was too late.

Just then, Spider-Man swung over and jumped onto the building. Rachel turned around to look at him, then frowned at him and turned back round.

"Hey. Mind if I join you?"

"You know, actually, I do." Rachel said, and jumped off the building and onto another. Spidey followed and walked up next to her. "Look, I just wanted to talk to you while Ock wasn't around. I'm sorry, okay?" Rachel turned to him and glared, then her actuators slowly rose from the ground, and with a burst of energy pushed him off the building. She then climbed down herself and ran away out of sight.

-

Otto walked through the city. He thought about what had happened; how Rachel had reacted to it. He knew how she felt. He too had lost someone dear to him. He began to wonder if there was anything he could do for her. Of course, he had already done a great deal by providing her with her own set of actuators, but he wondered if there was anything else he could do to make her feel better, to comfort her. He really had no idea what he could do. So he just walked through the city, observing his surroundings.

-

Rachel walked into an alleyway, and sat down on the ground. Her parents were gone, but the latter of her life was pretty much the same as before. Still, she felt alone and secluded. Like there was now an empty space she needed to fill. She glanced up at her actuators, who were draped over her shoulders, trying to warm her from the cold wind that was blowing. She had remembered how Otto mentioned them talking to him. He said it had to do with the inhibitor chip, and the artificial intelligence. They were a big influence on his life. Rachel was lonely. She had just lost her mother and father, and she was alone. Perhaps she could have someone to talk to. She didn't have to be alone. There was someone she had yet to meet. Or rather four someones. She reached her hand over her shoulder and fingered the chip on the back of her neck. It was tiny, but still strong. She looked around the alleyway where she was sitting. Her eyes fell upon a pocket knife lying on the ground. She reached over and picked it up, examining it in her hands. It was old and rusty, but still sharp. She grasped it in her hand and slowly slid it behind the inhibitor chip. It was icy cold against her skin. She pushed on the handle to pry it off, but basically all it did was scratch it a little. She looked up at her top right tentacle, who was cocking its head watching her futile effort to remove the chip. She gave it a command in her head, and it gripped the chip, squeezing it and pulling at the same time. Rachel planted her hands against the ground, not knowing what was going to happen. Then, the inhibitor chip smashed in the actuator's grasp, and pieces of blue glass fell onto the ground in front of Rachel. She looked at them, then thought to herself.

"Oh my gosh, what did I just do! This can't be reversed, what was I thinking!" Then, for the first time, they spoke back to her.

Why, you haven't done anything.

Now we are free to converse with you.

Yes, now you have someone to talk to.

Just like you wanted.

"H-how did you know that's what I wanted?"

Rachel, don't you know?

We can hear everything you think.

It is like talking to us personally.

Don't worry, we will help you.

It's all Spider-Man's fault!

If it wasn't for him, your parents would still be alive!

And he calls himself a hero.

He knows nothing of the matter!

"No, no. Nobody could've stopped that event from happening."

You could have.

"What are you saying?"

Don't worry, Rachel.

Yes, now you have us.

We will guide you.

You have nothing to worry about.

We will help you with everything.

Now you have power.

And we will destroy Spider-Man!

We will make him pay, make him suffer!

He killed your parents!

He deserves death!

Nothing will stand in our way!

"You're right! It was all his fault!" The tentacles started chirping excitedly. "Let's go!" Rachel said aloud. The tentacles rose with an excitement and happiness that flooded through Rachel's mind and make her happy as well. They took her up the building and climbed across them, heading for her house. She would kill Spider-Man. That was the one priority set in her mind. Nobody would stop her.

Not even Otto.

To be continued…

-

A/N: What'd ya think? Like it! Please say so! Okay, real quick, on to the reviews!

Madd Hatter: Yeah, poor Rachel. Otto's children don't like her. Oh well. Look at her now! laughs evilly

WhiteMustang: Glad you like it!

SpiderFreak: Um, thanks for the reviews/comments/flame thing. Keep em' coming!

Monjava: That's a DARN short review, woman! Lol

Again, thanks for the reviews everyone! Keep em' coming!