I know the last chapter was short, but it was a prologue. That's sort of what happens sometimes. The other chapters should be longer though. Of course, the wait between chapters will also be kind of sporadic, but that can't be helped. But I do have a plan of where I'm going with this story. So please enjoy.

She scurried down the alley with her prize. She held the bruised apple close, thankful that stores tossed out supposedly-ruined food and that she found it before the other scavengers did. It was always better that way. She didn't like stealing food and she was happier when she could scrounge it another way. But as Old Myrtle once pointed out, sometimes survival was more important.

She missed Old Myrtle. The frizzy-haired, wrinkled, and wobbly woman wrapped in several layers of clothes who usually claimed the street corner near a certain pawn shop always had words of wisdom for the child. Even when the child spent only most of her time on the streets rather than all of it, Old Myrtle kept an eye on the young girl and made sure to give useful advice. Some of it she'd already learned at home, but the child appreciated and remembered every word Old Myrtle said.

Stay away from the gangs or the drug dealers' turf, especially at night. Don't steal anything too valuable or the police would start sniffing around. Don't rat anyone out, no matter who they are or what they did, because that would only lead to trouble. Keep quiet and don't attract attention. Avoid eye contact with the more dangerous people. When in doubt, run. And most important, let people assume she was a boy. Old Myrtle repeatedly told her that there were people who would go after pretty young girls and take them away for… something. The old woman never said what would happen, but Old Myrtle mentioned that some of the worst wouldn't care about how young she was and might even prefer little girls.

She liked Old Myrtle. The old, wrinkly woman didn't care that she didn't talk much. And the woman didn't care that she never said her name. It didn't matter to her. Names weren't that important. Everyone called the woman "Old Myrtle" (never just "Myrtle"), but her name might have once been something different in the years before she started living on that street corner. And the girl didn't even remember what her real name was anymore. Old Myrtle called her "Girl" or "Child" while her parents used similar terms, though sometimes they would call her "Brat" or "Useless Piece of Trash" or worse. At least Old Myrtle's voice was always pleasant, no matter what she called her.

The old woman kept an eye on her occasionally, especially after she stopped heading home at the end of the day because there was nowhere to go back to. Old Myrtle never asked what happened and merely slipped an oversized-grey jacket over the child's shoulders and helped trim her sandy-blond hair into something that was more boyish. She felt safer with the old woman than anywhere else in her life. But then the homeless woman was killed for her scant belongings two weeks ago and the girl was left alone.

Tugging her jacket around her small figure more tightly, she tried to find a good hiding place to eat it. She didn't like remaining out in the open anymore. She'd go out when searching for food or anything else she might need, but she preferred to find somewhere more secure when she stopped walking for some reason. Old Myrtle always stayed near the same spot next to that pawn shop and she was killed. The girl didn't want the same thing to happen to her, so she tried not to be predictable and stayed away from everyone. When in doubt, run. So she was always on the move.

There were some old warehouses she'd passed multiple times before during her wanderings, abandoned and mostly forgotten. Sometimes people would break into them to buy and sell things they didn't want to do in the open or they would go there to drink and use other drugs that made them act different. They would go there looking for trouble, but not all the time. And not even in all the old warehouses. There were about two or three which were regularly used and easy to get into, but that wasn't what she wanted. She needed one that no one bothered with and would definitely be empty. And since she spent so much time wandering, she knew which ones that were left alone even by the more dangerous people.

Her chosen warehouse was far enough from prying eyes, the closest other buildings to it being an old factory of some kind and another structure that might have once been an office of some type years ago, that the girl felt herself relax slightly. The most she might encounter would be someone similar to Old Mytle sleeping in the neighboring empty buildings. None of the more dangerous hunters of the streets.

The one she picked out was still a semi-solid building, the walls fairly intact and even the small windows near the top appeared to still be unbroken. Any writing on the side that would have explained what used to be inside was long since faded. Of course, she wouldn't be able to read it anyway. School wasn't something she'd ever attended. As her mother once muttered, teachers notice things and her parents didn't want people noticing her.

There was a chain-link fence around the warehouse, but it was nearly as old as everything else in the area. Finding a hole to slip through was easy enough, though she had brush the flecks of rust off afterwards. Finding a way inside the building itself was a little trickier. The old warehouse seemed to be locked up tightly rather than just having a small lock on one door. That was probably why no one ever bothered it. It was relatively easy to cut through a simple lock with the right tools, but something more secure wasn't worth the trouble for vandals and troublemakers. Eventually, near the far corner and half-hidden by a pile of junk, she found a small hole the perfect size for a skinny seven year old.

Once inside, there were plenty of old and half-rotten wooden crates, sheets of metal, pits of wire and other assorted objects piled near her improvised entrance. This was a nice added bonus for her since it blocked her from view from the rest of the large space. She almost smiled at her relatively-secure hiding spot. She'd have to remember it in the future. A nice and dry location, isolated, and hidden from view both inside and out, it would be a useful place to have if she ever needed somewhere safe to go.

Curled up behind the junk and wooden crates, she checked over her meal. In addition to her apple, she pulled out a mostly-crushed bag of chips she found still sealed shut. Crumbs might be harder to eat, but she wouldn't pass up on a possible food source. She started to open the bag, but froze as she heard a strange sound somewhere in the warehouse. While she knew that old buildings sometimes made funny noises, she grew tense and listened more carefully to her surroundings.

She might not be alone.

Dr. Otto Octavius had to admit that the location his actuators found was better than his previous base of operations. True, it was still an abandoned warehouse of some type, but it wasn't a barely-standing wreck about to tumble into the river at any moment. It was on solid ground and mostly intact. The doors were definitely barred against any casual entrance, but the skylight above was easy enough for them to open without even having to break the filthy glass panels. There was still some rubbish and random odds and ends stashed in the corners, but most of the space was relatively empty and spacious. While it could certainly be improved with a little effort, he doubted that anyone had considered refurbishing or repurposing the property in years. It was the sort of location that wouldn't attract the attention of anyone. In short, it was the perfect place for him to rest and figuratively lick his wounds.

And it seemed his wounds were a bit more troubling than he'd noticed when he attempted to die a few nights ago (something that he wouldn't be able to repeat as long as the actuators existed). There were consequences for being hit by large amounts of high voltage electricity twice, especially with metal fused into the spine and nervous system. Just like there were consequences for exposing his unprotected eyes to the burning bright intensity of a miniature sun at point blank range for a second time. He wasn't a biologist; he didn't even minor in it like Curt did. But he could still figure out some of what happened to his body.

There was nerve damage of some kind. Not enough to paralyze or hinder movement severely. But if he wasn't careful, sometimes he'd move the wrong way and cause the muscles in his legs to seize up or pain to simply spike through them sharply. It wasn't pleasant and it took effort to remain standing when it happened, but he could manage the problem. More annoying was the trouble with his eyes. After the first accident, he could only stand bright lights for limited periods of time. That led to him wearing sunglasses and tinted goggles most of the time to protect them. The second exposure to the intense light of the fusion reactor just made the photosensitivity worse. He couldn't even handle normal daylight without protection now. It hurt far too much. Locating a new eyewear after losing his old ones in the river became a rather immediate concern when he made that discovery, but was thankfully dealt with by this point. Now he either needed to view the world through tinted glass or the cameras of the actuators.

He didn't know if either of these conditions would be permanent, but the man suspected they would be. Especially since visiting a hospital about them wasn't an option. On a more hopeful note, the other injuries would certainly heal. The bruises from smashing and being smashed by Spider-man on the clock tower, the train, and at the pier would fade, as would the larger and darker one on his chest from the actuators reviving him after the near-drowning. He'd considered the possibility that his ribs might actually be cracked, but he didn't feel like poking at them too hard in order to find out and he definitely couldn't stroll into an ER to have someone double-check. In theory, they should heal regardless as long as he was careful and his chest already felt a little better than it did a few days ago. Though he'd still love to get a hold of some aspirin sometime soon. So in summary, he wasn't in the best condition, but he'd survive.

What Otto didn't know was what he was supposed to do now. He'd lost everything. He lost his wife, his dream and life's work, and any possibility of being remembered as anything other than some kind of super-villain. Everyone believed he was dead and it would have almost been simpler if it was true. Now he needed to figure out how to continue living with four voices in his head with no understanding of the concept of morality and far too much influence on his higher brain function, nowhere to live or work other than abandoned buildings, considered a criminal and likely to be arrested if recognized, and with no immediate purpose now that his entire world had crumbled.

"remake the Work, rebuild, make it work, smart enough to do it, try again, please do it Father," chirped the actuator on his lower-left side, the words easily forming in his mind.

"No," he mumbled tiredly, perched on the edge of a smaller crate. "It won't work. It's over. Why won't you give it up?"

"made for the Work, the Work is purpose, have to help complete the Work," the upper-right actuator explained, the clawed-head tilting as it stared at him with the camera. "you made us for the Work, built to help, what else would we do, the Work and protecting Father, our purpose"

Rubbing the bridge of his nose where his new goggles rested, he said quietly, "Not anymore. Building the fusion-based energy reactor isn't our purpose any longer. It won't work the way we wanted it to and we'll only destroy more lives if we try again. Including what remains of mine. I have to find a different purpose for my life and that means we all do."

There was a quiet clicking chirp from the actuators as they coiled around him, sounding confused and uncertain with the idea. He wasn't surprised. No matter how much they'd changed after two painfully-intense jolts of electricity to their systems, they were originally just machines. Fairly impressive and advanced machines, but ones designed and built without any true sentience. They were created simply to help manipulate, contain, and regulate the fusion reaction until it was stable enough to survive without constant care. Of course, that plan didn't end up working. And in the meantime, they'd apparently added self-preservation and protection of their creator to their main directives. Everything they'd done since he the first accident was based on those goals, even if they influenced him to take the most straight-forward and violent approach at times. While the idea of starting over and searching for a new reason to live might be daunting for Otto, it was probably terrifying for the four actuators who never even considered the idea of doing something different than helping with the fusion-based energy reactor.

"maybe do other work," suggested the upper-right actuator hesitantly, clicking softly as it curled around him. "make different Work, build something better, something good, new ideas, try"

The bottom-left actuator hissed sharply, recoiling from its sibling. The other two clicked uneasily, turning their clawed-heads between their creator and the one that made the suggestion. If he needed any further proof that the second jolt of high voltage electricity helped to individualize them, this certainly worked. He'd never noticed the four ever disagree with each other over an idea. They tended to be a united front that would overwhelm the doctor with their thoughts. Now they were having separate ideas and opinions. Maybe the variation between them would keep him from losing control of his mind again. All Otto could do was hope and pay attention to his behavior for changes again.

"the Work is the Work, can't have different Work, not the same, the Work is purpose, built to help," snapped the lower-left actuator.

"still help, different help, change not bad, different Work means more work, Father not happy with old Work, destroyed old Work, new Work might make Father happy," argued the upper-right one.

The upper-left actuator chirped, "better when Father happy, better when Father safe, old Work made Father unhappy and hurt, protect him, help him, keep safe"

"Spider-man ruined Work, made Father unhappy, made Father destroy Work," it hissed back. "Spider-man's fault, not Work"

"No," said Otto firmly, bearing down on that actuator with his mind so that he was certain that it was listening carefully. The concentration and will-power necessary to force an issue on them collectively was hard, especially if they resisted, but a single one was manageable if there were no distractions. "This isn't his fault. All he did was knock some sense into me. He reminded me of who I used to be, of what I used to believe, and of how far I'd fallen. I owe him a lot for doing that. It isn't his fault for snapping me back to normal. It's my fault for not realizing what I'd become in the first place. So stop trying to blame him."

"sorry Father, don't be mad, just want to fix, make things like before, sorry, try to do better," it clicked in apology.

Leaning back on his impromptu chair, Otto dragged his hand over his face tiredly while wincing as his fingers brushed against the bruise on the right side of his jaw. He quietly forgave the temperamental actuator while part of him considered the other one's suggestion.

There was nothing inherently wrong with working on other projects, devising other ways to help people. He'd always believed that his intellect was a responsibility that should be used to help the world. Yes, he was now a fugitive. Yes, he had almost no resources. And yes, whatever he created or discovered would be nearly impossible to share with the rest of the population. But it was something. It was something he could do with what remained of his life. Otherwise, he was probably just going to sit in the warehouse forever, listening to the voices in his head and trying to not lose his morals once again.

"Very well," he muttered half to himself and half to his creations. "We'll start over. We'll make something new. And try to make up for… everything that's happened."

There was a quick series of excited chirps before one of the actuators, the lower-left one, said, "start over, everything new, everything different, new work, new projects, not the same as before, we are not the same, different" There was some hesitation in the odd voice before it asked, "names, need names, different from each other, we need different names"

"You want me to name the four of you?" he asked slowly, not sure he even believed what he was hearing from the artificial intelligences.

He was swiftly met with four voices answering that they apparently did want individual identities. The idea caused a knot to form in his throat. While he'd never intended to anthropomorphize his creations, Rosie did.

Rather early on when he was building the actuators, she'd started treating the in-progress machines like they were odd, non-sentient, un-moving pets or kids instead of heavy chunks of metal and wiring. Rosie would comment that while the reactor would be his life's work, the actuators were easier to interact with and personify. She'd wanted to name them for no other reason than because she believed they deserved to be treated special because her brilliant husband came up with them. Humoring her, Otto remembered suggesting she name one of them Shakespeare or Oscar Wilde. He remembered seeing her laugh, her eyes sparkling. It made her happy to pretend they were alive, complaining that this one was giving him trouble or that one was getting a few new adjustments as Otto tinkered with it.

And now they were actually alive, for all intents and purposes. Maybe not from a strict definition of the word, but close enough for the man with them in his head. They were self-aware and able to form their own opinions on things. And their current opinion was that they needed to have individual names.

Otto couldn't give them names. But he wouldn't deny them the names that Rosie chose for them long before the accident that gave them self-awareness.

"Larry," he said quietly, glancing down towards the lower-right actuator. For the one on the upper-right, he said, "Mo."

Otto shifted his position slightly so he could look at the other two. Their clawed-heads turned their cameras towards his face, almost appearing like they were waiting eagerly for their names.

For the lower-left actuator, the one that Rosie once jokingly said was named after Mr. Osborn, he said, "Harry." And though he never understood her desire to give one of them a different gender when it was so similar in design to the other upper actuator, he nodded towards the upper-left one and said, "Flo."

The four actuators instantly started chirping between each other, obviously pleased with the harmlessly-sounding names. Their excitement and pleasure with such a simple thing almost made it easy to forget how dangerous they truly were. But he remembered waking up in the hospital. Otto remembered how he behaved with the four of them whispering in his mind to rebuild, no matter the cost. So while they could apparently act like little children or excited puppies when pleased, he couldn't forget that they could also be vicious, merciless, and single-minded at getting what they wanted. And he couldn't forget that they might someday start influencing his mind again, changing him back to the monster who nearly destroyed the entire city of New York and everyone in it. No, he couldn't allow himself to forget what they were capable of. And he could never be rid of them until the day he died.

But for now, he should put those depressing thoughts aside and focus on more immediate concerns. Such as determining what resources he had at his disposal. A lot of his belongings were either at the bottom of the river or likely confiscated by the police at some point either before or after his supposed "death." But even when he wasn't in his right state of mind, Otto was at least smart enough to take a few precautions.

At least part of the money he gained from his foray into crime was stored away from the pier and should theoretically be accessible. He'd have to make sure it wasn't disturbed and collect it later, but the cash should keep him from starving for a while a least. The warehouse he'd taken refuge in had one corner that was originally meant for administration, which included a mostly empty office, a tiny break room, and a bathroom. That would give him access to electrical wiring and plumbing, though he'd have to probably do some work if he wanted to make any practical use out of them. In regards to actual electricity and water, he'd have to see if the property had been cut off completely since the warehouse was abandoned. It would be simpler if they still had access to those resources, but he could probably cobble together some type of connection to the main power and water lines if necessary. He had plenty of time to figure out those details. He had all the time in the world.

She stared from her hiding place, not quite believing what she was seeing. It was a man with reddish-brown hair and dark goggles like those she'd seen welders at construction sites wear. The strangest part was how he seemed to have metal arms or snakes coming out of his back. They moved, clicked, and hissed like they were living things attached to the stranger. And he was talking to them, his voice and tone easy enough to notice even if she couldn't hear the exact words most of the time. The metal shapes reacted to him, turning the clawed-hand-head things back and forth while they curled around or twisted. The girl didn't know for sure what they were supposed to be, but they were certainly as alive as the rats and stray cats she saw on a daily basis.

Beyond the odd and amazing machines that were coming from his back, the thing the child noticed most about the stranger was that he was hurt. Even with the large trench coat covering most of him up, she could see the bruises. There was a big one on his chest above the metal thing around his middle. It was mostly hidden by the dark fabric, but the lack of shirt and the fact he hadn't shut his coat meant she could see the painful-looking discoloration. There were also bruises on his face and the way he moved stiffly and winced occasionally suggested there were others that she couldn't spot. The colors also suggested that he'd been hurt a few days ago. The girl knew about bruises, after all. She knew how they looked when healing.

She should leave. The child knew Old Myrtle would tell her to leave. Strange men could be dangerous. Of course, so could familiar men, but at least someone familiar was a danger she could guess and prepare for. People in general could be dangerous, but strangers were especially bad because they were unpredictable. And it didn't get much stranger than a man with metal snake-arms on his back. The child knew she should slip back out of the warehouse and find a different place to hide.

But there was something about the man that made her believe he wasn't a threat at the moment. Besides, he couldn't see her from her current spot behind the wooden crates and junk. She was well-hidden and could keep quiet. He'd never know she was watching. And she certainly wanted to watch the strange man for a little longer.

Curiosity and a feeling of relative security won out over her caution and mistrust. The girl shifted her position to something more comfortable, flinching as her potato chip bag rustled slightly. But though she saw the man and his machine arms react to the noise, his body language didn't seem suspicious and she relaxed a little.

There was a tiny noise in the corner of the warehouse, a slight rustle. Otto and all four actuators responded automatically to the sound, the knowledge of their situation making them paranoid. Anyone who discovered the doctor's survival could renew the hunt to arrest the man. But it only took a moment for him to get past his initial reaction and remember where he was.

"noise, what was that, is it dangerous, strange unidentified sound," chittered Harry suspiciously.

"We're in an abandoned warehouse," the man muttered. "It was probably rats. Or another stray cat poking around."

"don't think so, could be something else, something dangerous, don't like not knowing," the actuator chirped.

"Don't worry about it."

"always worry, have to keep you safe, stay on alert," argued Flo. "must protect Father"

Smiling a little against his will, Otto remarked dryly, "Well, if a stray cat decides to attack, I'm sure you'll keep me safe."

There were a few chirps from Mo in response that almost felt like laughter at the others' expense, which led to an annoyed hiss from Harry. Flo, on the other hand, didn't seem to mind and simply stretched a little higher to observe the surroundings from a better angle.

Certain that the paranoid actuators were worrying about nothing, Otto allowed himself to slump forward tiredly. He closed his eyes, though they kept feeding him images through their cameras. His body ached, every bruise and sore muscle complaining that a few days wasn't enough time to recover. Just because Spider-man was apparently tougher than the average person didn't mean that Doctor Octopus could endure the same forces without suffering.

"Father should sleep, recover, need some time, we'll keep watch," chirped Larry.

Nodding, the doctor pushed himself off the wooden crate carefully. Sleeping wasn't the easiest thing to accomplish with four actuators fused to his spine and the metal harness wrapped around his stomach. Lying flat just didn't work. Trying to find a comfortable position took practice, but he'd figured it out for the most part by this point. Mostly it involved propping himself up at just the right angle and with the right amount of support until he managed a semi-inclined position.

Abruptly, there was a crash from the corner of the warehouse among the random collection of junk. And while the previous rustling sound could be easily ignored, this one was too loud to be an animal. Then the crash was followed by frantic scrambling and clanging, but Flo and Mo were already responding to the possible threat and lashed out.

The pair grabbed whatever it was before it could escape or react, the actuators dragging it into view without any trouble. When Otto caught sight of their capture, he couldn't help wondering if he was cursed. As a scientist, he didn't generally believe in that sort of thing. But random chance didn't seem like a good enough explanation for his bad luck.

She'd tripped. Of all the dumb things that could have happened, she'd tripped when she tried to get a better view. And then she'd got tangled in the wad of loose wire and couldn't scramble free. The girl struggled in panic to escape, every instinct screaming at her to get away and hide. But before she could get free, the snake-arms lunged into view and wrapped around her in a tight grip. It was so sudden that she couldn't react, leaving the girl in frozen silence as they yanked her off the ground and pulled her away from her hiding spot.

For a second, she tried to claw her way free. But her arms were pinned to her sides and she couldn't kick high enough to hit the metal shapes with enough force to do any damage. Then she was out of cover and in plain sight.

Shivering and staring in wide-eyed fear, she was helpless when the metal things held her off the ground in front of the man. She knew this was bad. She should be fighting to escape. If she didn't get free fast, anything could happen. She needed to run away, but she felt frozen. The child remained still, dangling in their grip and at the mercy of a stranger.

After a moment of staring at her through his darkened goggles, the man sighed and broke the silence.

"You're not quite the alley cat I was expecting to see," he said quietly. "More like a kitten."

Another of the metal arms stretched towards her, hissing as the clawed head peered at her face. The girl hissed back at the thing, making it jerk away in surprise. But the ones holding her didn't react, so she was still trapped.

"What are you doing here?" the man asked.

Even if she wanted to explain or actually thought it would matter to the stranger, habit and past experience left her silent. Talking never helped. It only ever made things worse for her. Silence was safer. She couldn't even remember the last time she spoke; talking was no longer a natural reaction.

The girl dropped her eyes to the ground and waited for the pain. With the exception of Old Myrtle, nearly all interactions with adults led to pain eventually, either directly or indirectly. All she could hope was that she'd be able to escape afterwards.

"Why are you here?" he asked again, his voice reasonably calm and even.

Cringing in the firm grip of the snake-arms, the girl waited. She waited for pain, for the flash of temper and annoyance to appear. She waited for a slap or punch, for screams and shouts. Whenever she was at the mercy of anyone and couldn't escape, the girl expected them to follow. That was why she should have run. That was why she always ran.

There was a sharp hiss and some clicks, but she didn't look up. She just stayed perfectly still, waiting for whatever the man would do to her. She'd been dumb enough to be caught, to ignore everything Old Myrtle and experience had taught her, so she'd just have to accept the punishment and pain. Maybe she wouldn't die.

"No one is going hurt you," said the man firmly, something in the way he emphasized his words making it sound like he was addressing someone else too. "I'm not going to let a child be harmed. I'm not that much of a monster."

She felt the grip of the metal arms loosen slightly, but not enough to slip free. The change was still enough for the girl to risk looking up again.

The bruises looked worse up close. The color and size looked painful. She wondered who could have hurt him like that. And even if the dark tint of goggles made it tricky, she could almost see his eyes through the glass. It wasn't exactly the clearest, but the girl could manage at least a glimpse. He looked tired; he seemed physically and mentally worn out. There was nothing angry or predatory about his expression. He looked more like someone who was beaten and attacked by dangerous people rather than being particularly dangerous himself. The man reminded her a little of Old Myrtle rather than a hunter and predator of the streets.

"How about we try something simpler?" he sighed tiredly. "What's your name?"

The child managed a shrug as she watched the man and the metal arms. There was no answer to that question. And the longer she studied his exhausted body language and expression, the more she thought he wouldn't cause her harm simply for being present. Which meant some of her fear was dimming.

"You don't know? How can you not know your name?" he asked skeptically. "You have to have a name."

She shook her head a little. If she had one, she couldn't remember it. No one ever used it anyway.

"What do your parents call you? Or your teacher?"

Grimacing a little as memories of her parents appeared unpleasantly in her mind, the girl shook her head stiffly. She hoped he didn't do something bad like report her as a runaway. They might make her go home. On the other hand, he'd probably get in trouble for trespassing too, so maybe that would keep him quiet.

There were a few chirps that sounded confused as the clawed heads studied her. One around her middle unwound enough to stretch close to her face. That one chittered as it glanced between the girl and the man.

Shaking his head, he muttered wryly, "So we've been discovered by a nameless six or seven year old who apparently dropped out of school already. At least he isn't likely to tell anyone about this."

He ran a hand through his hair, carefully avoiding his injuries. There was a look of resignation now accompanying his exhaustion. But something else was missing. She hadn't noticed how haunted and wary of her presence the man looked when he'd first spotted the child until the tension faded. Maybe he was also scared of strangers and people getting too close. Maybe he was trying to hide too.

At least her short hair and oversized clothes were working. He thought she was a boy, just like Old Myrtle planned. The old woman said it was better that way. It was more dangerous for girls for some reason, so it was a good thing it was working.

One of the metal snake-arms poked her gently, tilted its head in a way that reminded the child of a curious dog, and then chirped loudly. At the noise, the man turned towards it with a frown. Three other sources of chittering followed from the other mechanical arms, causing the frown to deepen as he turned back towards the child.

"You're a girl." It was a statement, not a question. When she stiffened at his words, he continued, "You're trying to hide it, but you are a girl. I'll admit it. You fooled me until they pointed it out."

The child glanced at the metal snake-arms with new comprehension. They weren't just alive. They were smart. And he didn't just talk to them. They could talk back and he could understand them. The hissing, chittering, clicking, and chirping were more than just noises to him.

Sighing tiredly, he remarked, "I hate the fact I know why you'd pretend to be a boy. Especially in this part of the city." He shook his head, a hint of anger creeping into his posture for a moment before draining back out again. "You don't have to worry about me. If you keep my secret, I'll keep yours."

The girl nodded. Keeping secrets was easy for someone who never spoke, so it was a deal with no cost to her.

Slowly, the mechanical arms lowered her to the ground and released their grip. The instant she felt them loosen, instinct took over and she ran. She didn't go far, however. She just hid behind the crates again, trying to at least have some protection and shelter. A quick look back proved that the man and his metal snake-arms weren't trying to grab her again and were instead just watching her. The girl relaxed further in response to the lack of pursuit.

"Be careful out there," he said, apparently taking her reactions to mean she was leaving.

As he turned back around and started to walk slowly towards the rest of the warehouse, the child hesitated. She knew she should leave, but something about the tired and battered man in the trench coat made her pause. Glancing at the object still in her hand, she came to a quick decision.

Clicking her tongue against the top of her mouth loudly enough to catch the man's attention, she threw her apple towards him. One of the metal arms caught it easily and held it out to him. But she didn't wait to see his reaction to her offered gift. She was already squeezing back through the hole in the wall, intending to find a new hiding place to eat her crushed bag of chips.

And there is the first glimpse of what I have planned. No, the girl isn't a canon character. She's not going to turn out to be a young super-hero from the Marvel universe. She's completely new.

In regards to Otto's current condition, I'm being pretty practical about what happened to him. Other than the four mechanical arms, he isn't really super-powered. I mean, he's tougher than he looks since he's carrying a few hundred pounds of metal on his back all the time, but he's still a baseline human when it comes to his abilities. He's a regular guy with regular durability and no super-healing factor. So after a few fights with Spider-man, who has the strength to stop a runaway train and hold up a huge chunk of wall in the movie, it only makes sense for him to be pretty-badly pounded. Then there is the fact he was electrocuted a couple of times (first during his initial experiment that fuses the arms to his spine and the second during the final battle) and he keeps staring at a miniature sun at close range (closer than anyone else in the movie) even after losing his goggles/sunglasses… Yeah, I doubt he's gone through all that without some kind of consequences.

That doesn't mean he's completely harmless. It just means he's as vulnerable as the next guy to harm and needs some recovery time after being beat up by a superhero. He still has his actuators and he's still a genius.

Oh, and in regards to the names for the actuators? The actor nicknamed them when he was making the movie. I just borrowed those nicknames and attributed them to Rosie.