(Author's Note: Back again! Really happy with how this chapter turned out. Also, I should let you all know that I'm going to be ditching the one-shot method for now, and focusing on more of an actual story-line. I hope it turns out okay, but we'll see. Any thoughts you have on this chapter would be greatly appreciated before I continue with it!)

Meeting MJ at the school laboratory became a common occurrence in the weeks that followed. At least once every few days there was some sort of injury that needed mending. I couldn't tell if the criminals were growing stronger, and I weaker, or perhaps if I was growing more careless in my attacks, knowing that the consequences of such would be getting to spend time with MJ.

Seeing her underneath the guise of the mask was invigorating; as Spider-Man, rather than Peter Parker, I felt… freer. She never pushed to learn my real identity, and I never offered to disclose it. We both seemed content with the situation, and I didn't see a reason to change it. Not yet, anyways.

But for now, I certainly wasn't going to complain. Aunt May, and even Ned took notice of the smile that seemed eternally present on my face. I couldn't help it. Life was going better than it had in… well, a long time.

But that was about to change.

It happened on a night that seemed nothing other than ordinary. The usual throng of pick-pockets and petty thieves were out mingling the streets. I had just stopped a particularly nasty thief from breaking into an ATM outside of a sub joint, and had slipped into a side street to catch my breath before swinging back into action.

I pulled my phone out of the special pocket I'd had Aunt May sew into my suit, and checked for any messages from MJ. I'd had to get a new phone for my duties as Spider-Man; specifically because MJ already had my number as Peter Parker, and that was a cover I definitely couldn't blow. As I scanned the notifications, a text from half an hour earlier caught my attention, reading "I'll be in the lab tonight if you decide to get yourself beaten up ;) - MJ" I grinned, then began to type out a response.

As my fingers touched the screen, something cold and metal sprung from the shadows behind and knocked me off my feet. The phone went flying from my hand, crashing onto the pavement several feet away. I laid sprawled across the ground, a sharp pain spreading across my upper back where the blow had hit. I rolled over with a mild groan, searching for the hidden adversary.

The alley was empty.

"Karen?" I asked, speaking softly into the cool night air. "What was that?!"

"I'm not sure, Peter," Karen murmured in response. "I'm not detecting anything abnormal in the near vicinity."

I leapt to my feet, my senses tingling. Even from underneath the suit, I could feel the hairs on my arm brushing against the fabric as if in warning. Something was out there, waiting to strike. I stepped deeper into the alley, squinting through the shadows. Nothing.

Then, out of nowhere, sharp iron claws grasped my head and abruptly raised me into the air. I cried out in both pain and surprise, but my voice was cut off as the mysterious talons threw me against the brick wall over ten feet away. As my body slid to the ground, I screamed in agony. A fiery ache tore through every single inch of my body. I couldn't move, and to even breath was a struggle.

Getting back on my feet was a strain, as pain numbed my head and torso, and fear hung over my mind and soul like a cloud. My spider-senses were going off the charts, and my heart was pounding a million miles a minute. I swung my head from left to right, and all around.

"P-Peter," Karen said, her voice sounding… broken. "Something is b-blocking my… my s-signal-" Her words were cut short.

Then silence.

"Hello?" I called, hating the quiver in my voice.

My hands were trembling, and my entire body shaking. Perspiration dampened my skin, dripping down my brow underneath the mask. As I strained to listen, all I could hear was the thumping of my heart.

All around me, the alley was silent. Shadows remained still along the brick walls, refusing to even budge. Not even a stray piece of trash dared to move. The wind had ceased. All was quiet. It was deafening.

Then, like a snake slithering down the trunk of a tree, a voice floated down from somewhere above.

"Spider-Man."

The voice, deep and raspy, was colder than ice. A shiver ran down my spine. Then, glancing to the sky, I finally saw my hidden foe.

I froze.

A man, stout in stature, stood on the ledge of the building behind me. His head, crowned with dark hair, was adorned by a pair of shaded glasses; an oddity considering it was nighttime. The man wore some sort of metal suit that covered his entire frame. But neither of those things were as odd as the four metallic arms protruding from the man's back. The ends of the mechanical devices bore three sharp talons, and I recalled the sensation of the invisible claws digging into my skull.

"What do you want?" I stammered, taking a step back from the wall of the building as I surveyed the man up top.

In response, he leaped off of the ledge. I found myself holding my breath, but to no avail. The metal arms broke the man's fall with a sickening crunch as the talons sunk into the asphalt. The man straightened and even with his short frame, his presence and demeanor were dominating. They filled the shadows around us as his dark, soulless lenses stared deep into my eyes.

"I want you to see this city burn," he growls, taking a step closer. The claws were ripped from the pavement, leaving small indentations in their wake. With a menacing whir, the arms hovered and spun in the air around the man. I stumbled backwards, my heart hammering inside my chest.

"W-who are you?" I asked, swallowing the massive lump in my throat.

"You don't know me," he answered with a sly grin. "But you will soon." My back hit the wall on the opposite side of the street, and still the mysterious man stepped forward in pursuit. His steps were slow, and methodical, as if each were weighed with meticulous calculation before completion. His next words sent a chill down my spine. "Soon, you won't be able to close your eyes without seeing my face. Everywhere you go, you'll find yourself looking over your shoulder. You'll see my face on every corner, except it will only be but a shadow." I breathed in sharply as the man came face-to-face with me, his nose nearly brushing my mask as I struggled to maintain my composure. "You'll hear my voice in your head, whispering your worst fears." An arm snaked over the man's shoulder, its talons latching onto my chest. I winced from the pain, but hid it as the man continued to speak in a gravelly tone. "I'm going to be your worst nightmare, Spider-Man. So good luck sleeping."

With a low cackle, the man stepped back, just in time for the arm attached to my chest to fly forward. I screamed as the claws pierced the suit, then tore into my flesh. My vision went blurry as I was slammed against the ground. Still, the talons refused to release me, and I was raised into the air once again by whatever powers the man was using to control them. I shot an electro-web towards the man, but another arm intercepted and blocked the hit. My head exploded in pain as I was thrust back to the ground, then again, and again, and once more.

I could feel blood soaking the abdominal region of my suit. My skull felt as if it were shattered into a million pieces, my skin as if it were a raging inferno. Try as I might, there was nothing I could do against the might of this man. My webs never even reached him, for the mechanical arms were always one step ahead, and too strong to be held down by the webbing.

Then, it stopped.

The talons released themselves from my chest, and I shouted from the pain as I was flung to the ground once again. Then, the arms swiveled around to grasp me by the neck. With a bit more gentleness, it raised me into the air to face the man. My legs felt like jelly, hanging limply as the man approached with a sneer etched across his face. If I'd had the strength I would have punched the living daylights out of him.

"Don't worry, Spider-Man," he hissed, the maniacal grin spreading across his weathered cheeks as I fumed, clenching my fists in rage. "This won't be our last meeting. In fact, I expect we'll be seeing quite a lot of each other."

"Don't suppose I could get a name, then?" I replied in a breathless tone. He snickered, then leaned forward, placing his lips next to my ear. I inhaled, holding my breath as I squirmed against the tight grip of the arm.

"You can call me… Doctor Octopus."

Before I could even think, the talons relinquished their hold on my shoulders, and I fell to the pavement with a dull thud. I let out a groan as every ounce of pain crashed over my weary, trembling frame. Still, I had no time to wallow in self-pity, and pulled my head off of the ground to inspect the alley.

It was empty once again.

I collapsed against the asphalt, my body overwhelmed in pain and defeat. As my thoughts began to drift, and my conscious slip away, I heard a distant voice. Karen.

"Mr. Parker?" she asked, her words muffled against the blood pumping all throughout my veins. "I'm detecting significant blood loss. You need to be taken to a medical facility."

I opened my mouth to refuse, but no words came out. I could feel the bits of dust and gravel digging into the open wounds on my chest as I lay on the ground, and gritted my teeth against the torment.

The pain was too much. Despite my sincerest efforts to keep awake, I could feel the inevitable tug of slumber and the satisfaction it would bring. And so I began to tumble, breath by breath into the darkness…

"Wake up! Please, God, oh please wake up…"

I knew that voice. And I had to answer.

I cracked open my eyes, and sure enough, MJ was crouched beside of me. Somehow, she had rolled me over and had begun to tend to my wounds. I already felt the sting of gauze and antiseptic.

"H-how did you find me?" I stuttered, staring up at her through the eyes of my mask.

"Karen called me," she answered in a shaky tone. .

As I awakened further, I noticed her hands were trembling. Through the light of the nearby lamppost, I could see that her dark skin was streaked in dirt and tears, and her clothes were damp and wrinkled.

"Did you see him?" I asked, my voice layered with cracks as I let her continue her work.

"Whoever it was that attacked you?" she replied. "No, but I wish I had. Who in the world was it?!"

"Doc… Doc Oc…" I tightened my jaw in frustration as the words struggled to surface. Fear and dread seemed to have settled over my mind at the mere thought of that terrifying man.

"Take it easy," MJ responded, placing a comforting hand on my shoulder. I shrugged off the gesture, scrambling to my feet.

"I can't," I said, holding back a moan from the agonizing pain that tore across my abdomen. "I… I have to go after him… before he hurts more people."

"Not right now," MJ argued, standing alongside me as I took a moment to catch my breath. "You can barely walk!"

"He's dangerous," I exclaimed, staggering away from her. "I have… I have to stop him."

"You're hurt!" she yelled after me, and I hated the sound of panic in her voice. "It's not safe!"

"It never is," I called over my shoulder. "But I have to do it."

"Listen to me -"

"I have to do this, MJ!"

"He could kill you!"

"Better me than someone el -"

"PETER!"

I stopped. So did my heart. My head spun.

I turned to face her, and felt my very being ache as I saw the tears rolling down her cheeks, and her lower lip trembling. An immense sadness seemed to roll over my shoulders, nearly crushing me with its weight. She knew. And now I did as well… that this burden of mine was one that she now carried with me. That thought alone brought a storm of unwanted tears to my eyes.

And so I peeled off the mask and faced her.

"I'm so sorry," I whispered in a hoarse tone.

Instead of responding, MJ sprang forward, flinging her arms around my neck and kissing me straight on the mouth. Something inside of my chest exploded with pure, raw joy. I kissed her back with equal enthusiasm, and we lingered for a moment, pressed tightly against one another with fingers in each others' hair. My heart seemed to groan as I pulled away, but I knew that now wasn't the time to fully express myself. Instead, I held her face in my hands and wiped the delicate tears away with my thumbs.

"Please…" she murmured, pleading with me with her deep brown eyes. "Let us help you before you go after him. You can't go out like this. You need to heal. We need to make a plan." I met her gaze and felt my breath leave momentarily.

I knew she was right. I was no match for this sort of adversary on my own, never mind in this condition. Doctor Octopus would have to wait.

"Okay," I relented at last, and she released a sigh of relief. "Now let's figure out how to get home without getting blood all over the carpet."

"I've already texted Ned," MJ said, waving her hand in dismissal. "He'll meet us there." I gaped at her in surprise, but she continued speaking before I could offer a reply. "Now tell me about this Doc guy who beat the snot out of you."

"I don't know," I responded, leaning against her for support as we made our way towards the alleyway's exit. "There was something about him…"

"Something weird?" she asked. I shook my head, and shuddered.

"No," I answered. "Something…sinister."