Disclaimer: I do not own Spider-man or any marvel related things.

Chapter 9: Steel Tentacles

The fire started to expand from the explosion. It was going extremely fast. Iron-man quickly shot a containment force field at Spider-man. Then Iron-man took the brunt of the blow. They were knocked into a wall. Then the fire cleared and the force field shattered. Parts of Iron-man's suit were blown to pieces and Peter got up.

Then Iron-man lifted himself off of the floor, "He escaped, the Kingpin escaped."

"Are you okay?" Peter asked.

"Yes Spider-man I can manage myself," he replied, "I'll keep on the look out for him more often, I'll just have to use my emergency power source."

He stomped his foot onto a switch on one of his boots. It kicked up and he flew out of the window. Blue flames were left in the air smoke filled the room for a second. Then Peter climbed out of a window and shot a web. It attached to a building then he got pulled down towards a building. But then all of a sudden he heard a noise like air being released through a small hole.

He pressed his web shooter again it was empty, "AIIIIIIIIIIIIHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"

Then he flipped in the air and gripped onto a wall of the Fisk Tower. He started slipping down it. Then he jumped off and landed on a nearby building, "Man my web shooters just died."

He then tried firing the one on his other arm it shot a web that attached to a door on the roof. Then it made that noise again, "Well guess it's going to be a long trip home."

It started to turn dark sunset was upon him. Peter then climbed over the side of the building and slid down it. He leaped from it landing on another building then thought, 'that was a complete failure even with Iron-man, and Yellow Jacket on my side. They had two supers, and the whole criminal chain in New York. How can I win against odds like that?'

He then leaped to another building planting his feet on the building. Then Peter thought, 'not only that they nearly killed me! If it wasn't for Iron-man I would be dead.'

'Not only that I'm forced to make it home by dark and be caught waaaay past curfew by Aunt May,' Peter added to his thoughts, 'I won't be able to fight crime quite as much.'

Then bounced forward to another building.

In an abandoned Warehouse…

Some loud noises were heard from this Warehouse for the longest time. An officer was called to check it out his name was Officer Walter Wynn. He held out his gun and yelled, "If anyone is in here come out with your hands up."

"Well so demanding I guess I should," sounded a strange voice, "My hands are up Officer."

He looked up large metal cord-things were raised into the air. On the end were large pincers like things.

"F-f-reeze, drop your weapons," the Officer said again, his hat tipped forward and his brown eyes full of fear.

"I already told you, they're attached," he replied.

"Wh-h-o are you?" he asked again.

"A doctor," he said.

A huge cord stabbed straight through the officer's chest. The doctor heard a voice in his head, 'He's not dead a flick of the wrist.'

The cord twisted, the officer twitched and went limp. He stopped breathing completely. The voice sounded again, 'That did it.'

Another voice was heard in his head, 'The device.'

"Of course," The man said, he turned around and the slightly long brown hair swayed to the side.

The turn made the sunglasses he was wearing shine, his coat blew into the air from the movement. The tentacles followed him with fluid movements then latched onto a wall. They flew up the wall and the doctor followed them. Another one was holding the dead body. It stashed the body on a shelf. Then he finished climbing a large orb machine was up there.

'Teach them,' another voice said in his head.

'We can help,' another replied.

"Silence," he yelled, "I can bring them down myself!"

'You will need us,' a thought surfaced, "You're right I can't lie."

'Finish it,' the final voice uttered.

"Yes," one of his arms turned into a blowtorch and started working on it. He picked up a large metal box with one of the metal cords, "Oscorp will get theirs."

'Yes you are the most promising scientist,' he heard.

He laughed then attached the metal box to the orb. A tentacle touched a button on the orb it floated into the air. The orb lit up with energy then started spinning.

"A teleportation device," he then laughed some more, "You will pay Osbourne it is your fault that I am this way!"

At the Parker house hold…

Peter climbed into the window in his room and landed on the floor from exhaustion. He quickly changed and jumped from the window. He walked out front and opened the door. He looked at his watch it said, '9:00 p.m' he made it just in time for curfew.

He walked inside and saw Aunt May waiting, "You were late for dinner Peter."

"I'm sorry Aunt May I was at the library working on a science project," he lied. He felt extremely guilty about lying but knew no one should know his identity.

"You better go to bed Peter school is tomorrow," she said to him thinking what he said was the truth.

Peter climbed the stairs quietly then he turned down the hall and arrived at his room. He stepped in, "I'll have to mix another web concoction tomorrow, but it will take a while before I have enough."

He talked to himself, "But for now these ones should do."

He pulled out two silver tubes and loaded them into his web shooters. Then he turned to his bed and passed out on it.

The Next Morning…

"Peter your going to be late for school!" Aunt May yelled.

"Oh crap!" Peter exclaimed he picked up his school bag and got changed quickly. Then he ran down the stairs and leaped over the side. He planted his two feet and yelled, "Bye Aunt May!"

He ran out of the door just as the bus took off. Then he chased after it but it just kept moving so he stopped.

He heard someone yell, "Hey Pete!"

He turned around and saw Harry Osbourne and Mary Jane in a bright red car roofless car, "I can drive now!"

He was in the driver's seat. Mary Jane yelled to him, "Hurry up Peter!"

Peter ran over to the car and grabbed the side hopping into the car.

"Careful of the paint job Pete," Harry scolded.

He then stepped on the gas pedal and passed up the bus. Then Peter put his arms over MJ's and Harry's seats, "Thanks for the ride guys."

"No problem," Harry replied as he made a turn onto another road.

"I'm glad that you can drive Harry," MJ congratulated him, "I'm not turning sixteen for another few months."

"Yeah me too," Peter agreed, "Otherwise I would be walking to school."

"I heard about your job Pete," Harry said, "Congratulations photographer."

"How do you know about it?" Peter questioned Harry.

Harry shifted a bit in his seat and said, "My father is good friends with J Jonah Jameson."

"Oh," then Peter started wondering why he still had the job with the Daily Bugle.

They arrived at school and headed to class…

Peter sat down in Dr. Connors class and pulled out some paper to start working.

"Well class originally this class was going to be about the periodic table but today I changed it on short notice," Dr. Connors announced, "There will be no need for paper or pencils right now. So put them away."

"All right no work!" Kong cheered.

"You will be righting a short essay on this subject after class," Dr. Connors said crushing Kong's hopes.

"Aww man," he muttered then continued doodling on the desk.

"We will be talking about mutates," Dr. Connors said writing the word on the chalkboard.

"What are mutates?" Gwen Stacy asked.

"People who have been mutated without being born with a mutant gene," Dr. Connors he answered, "Such as this Spider-man, or Electro, or Rhino."

"Oh people with super-powers?" Flash interrupted.

"No non-mutant people with super-powers, so the X-men, and the Brotherhood are not included," Dr. Connors corrected, "Mutants are caused by a natural occurrence, while mutates are made through strange or unnatural circumstances."

"What strange or unnatural occurrences?" Mary Jane asked.

"Oh like the occurrence of which created Electro, a lightning bolt struck a power line which shocked him, it altered his genes and made him able to store electricity and exert it," Dr. Connors said to Mary Jane, "Most are un-recorded events. What I want the class to do is to write an essay on recent activity of gene manipulation, 500 words."

All of the class looked a little mad except Peter, Mary Jane, and Gwen Stacey. He then proceeded to talk more about genetics. He droned on for a while and Peter fell asleep, then he woke up and only Dr. Connors and Gwen were in the class. Dr. Connors said, "Hey Peter, you shouldn't fall asleep in class, but I know you already have learned about genetics."

Gwen looked over to Peter and smiled. Peter smiled awkwardly back. Then Dr. Connors said, "Peter come here."

He walked over to Dr. Connors and Gwen, "Yes?"

Dr. Connors showed him a mouse with no limb, "You know that my arm was taken from me during the Vietnam war right?"

"Yes Dr. Connors," Peter replied.

"Well I plan to work on biotechnology that I can use to help people regrow organs or limbs like lizards," he said to Peter.

He squeezed the mouse a bit as it shrieked he reached into his lab coat and pulled out a shot.

"Mr. Connors don't you think you hurting the mouse?" Gwen asked.

"Miss Stacey I know what I am doing," he laughed.

Then he injected the mouse the liquid flowed into the mouse. Then he dropped it into the tank.

"Now watch," he said to them both.

The mouse flipped over and started to grow its arm back. It soon had a fully functioning arm.

"I plan to bring the testing to the next level," he told them both, "I will be working with larger rodents before long."

"That's amazing Peter said, Gwen looked at it wide-eyed as well, "This will be a break through in genetic studies…"

Dr. Connors looked at them both, "Yes so far there hasn't been any problems."

"So far?" Gwen asked.

"Scientific experiments can have problems at more complex life forms," he said to Gwen, "What works for one doesn't always work for the other, you two better head on to your next class, here's some passes."

He filled out some forms for the two and sent them to the next class. When they walked outside Gwen was silent for a few seconds then looked at Peter, "Want to walk me to class?"

"Oh…umm…sure Gwen," he said.

She smiled at him and started walking to class. Then she looked over at him as he said, "I didn't know anyone held an interest in science like me."

She then said, "I have always liked science, it's very interesting."

"Yeah," Peter said, "You know it is weird what with all the super powered people popping up everywhere."

"Yeah, you know I never talked to you before, I always thought you were a nice guy," she said, "With all the people around here like Flash and Kong…"

"Umm…well this is our class," Peter said to Gwen gesturing towards the door.

She was about to go into the classroom when Peter blurted, "You want to do something after school?"

She turned around, "Yeah, and why not? Meet me at the mall after school."

They both walked into the room and the teacher said, "You're late."

Peter looked like he was in a state of euphoria; Gwen looked at him giggled "Dr. Connors gave us passes."

Peter snapped out of it and sat down over by MJ, and Harry. Gwen sat down at the nearest empty seat.

Harry looked at Peter and said, "I see you have scored a date, after a snooze."

"Yeah," he said in a trance.

MJ looked at him and said, "Well I'm glad you revealed your feelings to Gwen, heaven knows how long you harbored feelings for her."

"Yeah," Peter said still in his trance-like state.

"Snap out of it Peter," MJ said snapping her fingers in his face

"Oh sorry," Peter said looking up at the teacher who was talking about the Civil War.

Harry looked over to Peter, "Hey Pete will you help me with my essay later?"

"Sure man after I go to the mall," he said to Harry.

They stayed quiet after the teacher told them to shut up, the teacher droned on. Except to answer a question from Gwen and another from a student named Flint Marko.

Soon school was out and Peter slipped on his web shooters and costume behind the school lifting into the air on a web. Then he looked over at the back of the school and saw Flint Marko beating up another kid. Flint was a tall, somewhat built teen wearing a green and brown striped shirt, and jeans. He had brown messy hair and brown eyes. Spider-man shot a web swinging over there and landed next to the fight. He stood between the two and said, "Fighting will solve nothing, why don't you talk about your problem."

"Get bent Spider-man," Flint said before walking away.

Peter looked at the kid, "Next time I might not be around, so just avoid these confrontations."

The kid waved as he pushed up his glasses. Peter swung away towards the mall. When he landed out front he ran into an alley changing into his street clothes he walked in. After going up an escalator he saw the food court, which had crowded tables and chairs at them. Many food places as well. He scanned the food court before sitting down at a table. He waited about ten minutes before hearing, "Hey Peter."

He looked up and saw Gwen she was wearing jeans a black shirt and a jacket, "I'll buy."

"No I insist," Peter said to her. They walked to a restaurant and bought some food before coming back to the table and eating, and talking with each other.

After an hour of talking they had finished at the food court and threw their food away. The two were walking around for a while when they walked past an electronics store. Peter heard the news say, "We interrupt this news report for breaking news, a bomb blew up the gene district of Oscorp. The man believed to cause the crime is escaping the scene with a strange metal apparatus…"

Peter looks over to Gwen then at his watch, "Gwen I have to go, this was very fun but my Aunt will expect me to go home soon. Let's do this again."

Gwen looks over to Peter, "All right Pete."

She leaned over and kissed him on the cheek before taking off to the clothes district in the mall. Peter took off the other direction to change into his Spidey costume but first touched his cheek with a feeling of joy.

He quickly changed to his Spider-man costume and shot a web at a building leaving the alley flying into the air. He leaped from the web landing on a flag pole and fluctuating off of the pole and onto a building running across and leaping off using the momentum to swing forward. He soon arrived at the wastes of the Oscorp Gene Facility.

Spider-man jumped into the buildings remains and examined some rubble just then a news crew ran over screaming questions at him. Before they could bombard him with questions he shot a web and said, "I hate the paparazzi."

He flew at a building and saw a familiar steel apparatus attached to a guy in a trench coat. Peter lands in the alley, "You didn't steal that from Oscorp did you?"

The man turns around still disguised with a pair of large sunglasses, "What is it to you Spider-man? These are mine, and even if I didn't want them I couldn't remove them."

Peter took a deep breath and sighed, "Why did you blow up Oscorp you could have harmed people."

"Revenge, Norman just got what he deserved for what he did to me," he replied hastily and harshly, "He has ruined many people's lives. I don't understand why I have to explain myself to you so get out of my way!"

A tentacle stretched out and knocked Peter into a building as the other tentacles tore through a wall and he raised himself on the arms and started walking through the house. Peter got up off of the ground and started scratching his head, "Why do I get all the weird ones?"

He ran into the building and yelled, "You don't have to do this just go to the police quietly."

"I am a monster now so why should I act any different?" the man questioned before tossing a couch at Spider-man whom caught it and set it down, "Your demands just make me angrier Spider-man."

He escaped through another hole he created and crawled up the side of the building. Peter leaped at the hole and crawled out then a huge piece of concrete hit him in the head. Peter fell to the ground and started to bleed. He grabbed his head again and saw the man escaping. He shot two webs making him fly through the air and land next to the man in the tentacles.

Spider-man reached out and socked him in the face knocking off his glasses. The face was revealed to be Dr. Otto Octavius. Peter fell to the ground, "Why Dr. Octavius? Why are you doing this?"

"That's simple Parker," he said.

"How do you know my name?" Peter asked.

"I remember your voice, for I have a photographic memory son," Dr. Octavius replied, "So it was our arachnid that created Spider-man huh?"

"Yes Doctor," Peter replied he was nearly crying, "It was."

"We both have our feuds against Norman than don't we?" he asked, "I'm really sorry about your Uncle but that wouldn't have happened if you didn't gain powers."

Peter grew immensely angry, "It was my fault not Norman's! I thought you were a good person, but all you do is to blame others for actions that couldn't be avoided."

He choked through his tears, "Maybe it wouldn't have happened because of gaining powers, but if I took out my rage on Norman would that turn back time and fix anything? Or rid me of the emotions that have come from my Uncle's death? No."

Peter clocked Otto across the face causing him to break his nose, "Take responsibility Otto, it was something I learned from Uncle Ben's death. With Great Power comes Great Responsibility. I can forgive you but most people can't."

"I thought we were the same Parker," Otto replied, "I used to be picked on when I was a kid, also I had an abusive father who didn't understand my greatness. Now you don't understand one whom I thought I could take under my wing and teach my knowledge."

Peter stared at him in shock as Otto's expression turned from utter awe to extreme anger. A tentacle protruding from his device became a chainsaw and started to move towards Peter.

Then Otto looked at it, "Did I say to kill him yet? No, revert to normal you monster!"

The tentacle reverted to a gripping claw and Otto's expression became calm, "Parker, you are nothing like your father."

He turned and started to head down the other side of the building. Peter started to run after him, "Wait!"

But it was too late Otto was already gone, "He knew my father…"

Next Chapter: Symbiotic Relation