Welcome back, fans, to another exciting round of "Carol Danvers vs. the Sinister Foes of Spider-Man!" For this round, we bring in one of the most dangerous, cunning and ruthless villains of the Spider-Man rogues gallery. He's managed to almost marry May Parker, he's died and come back to life, he once took over the minds of the Avengers and tried to destroy the world, he's led various incarnations of the Sinister 6, and he's even managed to take over Spider-Man's body! Next up in the rink to face the lovely, all powerful femme fatale Carol Danvers, going up against our unbeatable champion in the rink, is Otto Octavius, better known as Doctor Octopus!

LET THE BEAT DOWNS BEGIN!

Disclaimer: All characters are owned by Marvel.

Chapter 10: Otto Octavius (Doctor Octopus)

She stared at him, fury in her eyes.

He stared back, his eyes covered by his dark glasses, a smirk on his face.

"Drop the girl, Octavius," she snarled, her fists itching to blast this pompous jerk to kingdom come, the only reason she hadn't yet being the young girl one tentacle held captive, another tentacle close by her neck, a sharp serrated pointed edge just millimeters from her artery.

"I think not, Ms. Marvel," he retorted, the smirk taunting her. "I wouldn't want to easily give away my advantage in this fight."

Ms. Marvel was in a seemingly impossible situation. Here she was, easily able to bring the villain before her down with almost no effort at all on her part, but she was unable to. Doctor Octopus, one of Spider Man's most ingenious and most dangerous enemies, had quickly turned the tide of their battle before it even started. He had gotten hold of a little girl, no more than 10 years old probably, and was in essence using her as a human shield, keeping Carol at bay. He was clearing willing to keep himself out of prison by any means necessary. Carol hated criminals and villains of this type especially, those willing to hurt innocent lives for their own benefit.

"Octavius, I'm losing my patience," the Avenger snarled.

"What a coincidence... so am I," the villain replied, the smirk disappearing and replaced by a frown. "I am in no mood for games, Avenger. I suggest you step aside and let me continue with what I am trying to accomplish here." The tentacle tightened its hold on the child ever so slightly, making her scream in horror and fear. "Or do you wish to see this child suffer some more, perhaps?"

"Oh you don't know the meaning of the word," Carol snarled back, the energy in her fists glowing brighter and brighter. "I'm not in the mood to deal with your crazy experiments that are doomed to fail."

To Carol's fury, the evil scientist chuckled lowly. "I assume the arachnid has not told you how formidable an opponent I am?"

"An overweight evil scientist who has a bunch of tentacles and thinks he's an octopus?" Carol smirked. "I've faced way worse. Now, I'm not going to tell you one last time: drop the girl and surrender."

"I have a counter proposal for you, Ms. Marvel," Otto smirked. "Back away and allow me to leave and return to my experiments, and I will let this child live and also spare you a humiliating defeat."

"Not going to happen," the Avenger retorted.

"Then I suppose you can live with a guilty conscious with a child's death on it?" Otto sneered, pushing Carol's buttons even more as his tentacle's hold the child started to tighten slightly again. The other tentacle gently pressed the serrated blade a millimeter closer to her throat. This made the little child even more terrified as she started screaming for her mother. "Is this really the way you want to go, Ms. Marvel?"

"Hell no, but keeping you talking does prove to be a distraction."

"What?!"

FRWEARRRR!

Carol surprised Doc Ock with a sudden photon blast towards his left tentacle, which he had left exposed in his attempts to force her to back off and let him escape. Octavius never saw the attack coming and when it hit, it hit hard. The force of the impact jolted the villain as he went staggering back, and the tentacle's hold on the child was rattled and the girl went falling down. Carol acted instantly. In the blink of an eye, she was catching the girl and placing her on the ground. "Get to your mommy and get out of here!" she yelled at the child, before bum rushing Doc Ock a second later, both of them slamming into the nearby bank windows with a loud crash. Everyone who still hadn't cleared the area when the two of them started the battle 10 minutes ago finally decided to do so as the police ordered everyone to evacuate. Inside the bank, Carol had landed with grace in a crouch as Octavius tumbled into the bank teller area. As he struggled to get up, Carol flew at him, her fist clenched and a smirk on her lips. As she approached, Doc Ock sent a tentacle her way. Carol simply grabbed it and sent it crashing towards her ground, and she kept making for the villain, aiming a right hook at his jaw.

She never saw the second tentacle until it grabbed her by the waist and flung her back outside onto the streets of Manhattan, right through a couple of squad cars and into a SWAT vehicle. The impact echoed for three blocks around.

Carol simply lay there, not out of pain-she had taken much more powerful hits-but out of shock. Finally having the sense to get back up,she muttered to herself, "What the hell just happened?"

"That...was...uncalled for!" Doc Ock yelled out as came out of the bank, his tentacles holding a half of the vault doors. "I have no time for your foolish heroics, Ms. Marvel! If it is a swift defeat that you seek, then I will be more than happy oblige!" With a yell, Octavius flung the two large halves of the metal gate at Carol, one after the other. Carol reacted quickly, not wanting to get caught by surprise again. She raced in the villain's direction, gracefully and skillfully dodging both pieces of heavy metal...

Only to have a tentacle grab her by the face when she was close enough, slam her body into the street and then fling her into another building. Carol didn't even have time to wonder what the hell just happened when a car hit her, courtesy of her opponent.

"OK...that didn't work," Carol muttered as she got of the crater her impact had caused. Looking towards her opponent, she saw that he was coming towards her with a smirk on his face. "OK, Ock, you may have surprised me that time, but you won't do that again." With a yell, Carol fired a dual energy blast from her fists. Otto barely had time to react as he brought up his tentacles to block the attack. They were durable, yes, but they couldn't resist the force of the attack itself, and Octavius was sent flying and crashed into the ground. Carol wasted no time and took off after him, ready with her glowing fists in case the villain tried to send a tentacle flying her way. She knew from what Peter had told her about the arms being fused to his spinal chord so separating them from him was out of the question, but she could definitely rip one or two of them in half if she needed to. That was her thought as she approached the villain on the ground, ready for any tentacle coming her way

What she didn't expect was for all four tentacles to come at her when she was within range, flailing like crazy. Startled and surprised, Ms. Marvel froze for just a second.

That was all Doctor Octopus needed. All tentacles went into action. One grabbed the heroine by the face as another grabbed grabbed a nearby torn squad car and brutally whacked her with it, sending her crashing into the ground, stunning Ms. Marvel. Not giving her any chance to recover or retaliate, Ock commanded his tentacles after her again, and they grabbed her legs and started slamming her repeatedly into the ground. With a final command, all four tentacles delivered blows and flailed against her, rapidly hitting her, finally stopping as one of the tentacles then grabbed her and send her flying into the wall of a nearby building.

"What...the...hell?!" Carol muttered to herself as she got out of the rubble. She was completely shocked at how this battle was going against her favor. She was the one with the powers, the better speed, the better durability...and here she was, literally being thrown around like a rag doll! All Otto had going for him was the tentacles. He wasn't exactly young like she was, and he was definitely in need of a gym session or 10, as Peter would like to joke. How the hell was be beating the crap out of her?!

"Ready to surrender?" Otto asked with a chuckle.

Time to rectify this.

"NOT GOING TO HAPPEN!" Carol yelled as she raced out of the bank, fists glowing and ready to ram into the villain-only to be met by an onslaught of raining cars heading in her direction. Squidding in mid air, she was forced to maneuver to dodge the onslaught of incoming cars, also slowing her speed and forcing her to head to Ock's direction more cautiously. As a result, Otto could easily grab Carol with his tentacles again and send her crashing down into the ground.

Carol was seriously getting pissed off.

"AUUGHH!" she roared viciously as she flew up into the skies and fired a vicious barrage of photon blasts at the villain. Doctor Octopus blocked the attack with his tentacles, although the force of impact was bringing him to his knees. Carol then ceased her attack and flew down to land a right hook on the villain, only for the tentacles to flail at her again, once more catching her by surprised and allowing the metallic appendages to grab her and slam her into the ground again.

"Give up, Avenger!" Octavius roared. "I have bested the likes of Spider-Man and even Captain America before! And their genius rivals my own! You, however, you rely simply on your powers and rush in! That is why you cannot defeat me! I may appear frail and weak, but I am quite the fighter, as you can see! Added with my superior genius intellect, I cannot be defeated by mere brute strength! Admit defeat, Ms. Marvel, and spare yourself any more humiliation!"

This proved to be Otto Octavius' fatal mistake.

"He's smart...so he strategizes," Carol realized as she dodged a strike from the tentacles, racing up into the air. "And he's right...I've been going into this rashly, just forcing in and going in guns blazing. Dammit, Peter, why do you have to be right all the time? You warned me to be cautious around this guy, and I didn't listen. Now, he's using my "guns blazing" strategy against me-"

…

"Carol, you idiot. You were in the damn military. You were a colonel." She face palmed, but she also smiled devilishly. Doctor Octopus wanted to play the smart strategy game? She could play too.

"No thanks," Carol yelled as she flew right at him. At this, Doc Ock smirked as his tentacles went up at her, ready to surprise her again to flail and surprise her-

And he was shocked when they failed just short of the heroine as she paused her flight, anticipating the attack. That was when things started going downhill for Otto.

Carol grabbed the four tentacles by the heads and held on tight. Flying down back to the ground, she could feel the tentacles brutally trying to tug free of her near inescapable grip. Smirking, Carol tugged-hard. Otto found himself flying right at the Avenger-right into her fist. Her hit made home contact, Carol making sure she wasn't exerting her full strength. In retaliation, he commanded his tentacles, now released from Ms. Marvel's grip, to lash out at her, but Carol zoomed out of the way very quickly to avoid. Carol then fired a barrage of photon blasts, once again forcing her opponent onto the defensive as he brought his tentacles up in protection of his body. Carol knew he would do this, and it left his sides completely exposed. Continuing her barrage, she flew at the villain and maneuvered around the tentacles, ramming herself into the villain's body, both crashing into the nearby building. Carol landed an uppercut on his chin and followed up with a knee kick, making sure she didn't kill him with her strength by keeping it in check. Otto retaliated by grabbing her arm with a tentacle, and making to throw her across the street. Carol reacted quickly, however, and in midair, she grabbed the tentacle with her other hand and pulled the villain forward into the air at her. Once in range, Carol let go of the tentacle and flew behind the villain. She grabbed all four tentacles by the base and started tugging and tugging them back to her. The tentacles fought back relentlessly, but she wasn't having it.

"Stop!" Octavius roared. "What are you doing?!"

"Honestly?! I have no idea!" Carol yelled.

She slammed the two of them back into the ground. Carol then got the tentacles together and did the first thing that came to her mind. Coiling and wrapping and tying and knotting the metal together with her superior strength, Carol tied the four long metal appendages together, rendering them completely useless.

"NO!" Doctor Octopus yelled as he got up.

"Now," Carol smirked as she slowly walked up to the villain. "Who's ready to surrender now?"

"This...isn't...possible!" Otto yelled. "I was so close to victory!"

"Uh-huh," Carol said as she grabbed the villain and dragged him over to the police. "Story of your life, right?"

"You will pay dearly for this!"

"Get in line, Otto."

XXX

"Wait, you tied the tentacles together?!" Spider-Man asked as he hung upside down, Ms. Marvel floating in front of him with her legs crossed, both high above the city on the Chrysler Building. "That's how you beat him?"

"Pretty much," Carol smiled. After she left the scene, thinking back at it, it was actually pretty hilarious.

"Wow, talk about anti-climactic," Peter chuckled.

"You're telling me. And to think I wastes almost 20 minutes of my life trying to beat him into submission. Load of good that did."

"He didn't hurt you, did he?" Peter asked, concern edging into his voice.

"Aww, you care," Carol teased. "But no, he didn't, he just caught me by surprise a bunch of times. All that was hurt was my pride."

"Well, I did warn you…"

"Yes, I know you did…"

"And you still didn't listen…"

"Oh come on-look at the man!"

"True, true...does look like he can't fight to save his life…but still, I have experience so you should've listened…"

"Shut up…"

XXXXX-A/N-XXXXX

Well, a bit of a twisting and surprising end to the battle, but I hope you guys liked it! I was trying to convey a more brains vs. brawn fight in this one, since Doc is a genius master planner (see what I did there?) and Carol tends to just rush in guns blazing first before relying on her military training. Hopefully I conveyed that well.

And so, please leave a review on what you liked, didn't like, etc...you all know what to do. I also invite you to check out "Justice League Tomorrow" & "Kim Possible: Agent of SHIELD," also updated today :D

And that's it for Otto, and in the next round-

Otto: I think not. *smirks*

Oh great, you too? Carol I can actually deal with since she's my favorite character in comics but now a villain?

Otto: Silly writer and readers, did you really think this was the last of me? Do you not remember what era we are in right now? I have just begun…

Wwwhat are you talking about-wait, what are you doing?! GET AWAY FROM THAT FILE!

Otto: Ms. Marvel will be sorry indeed, once I remove her precious arachnid from the picture.

Oh you didn't…

Otto: I did, boy. And to the rest of you...we shall meet again April 30th *maniacal laughter and disappears*

Crap...this is not good...I think maybe I can fix this...it'll take me awhile...Superiority…

Um...next time, guys?

And...don't tell Carol?