Well, this was a relatively quick update for this story. Hopefully you'll like it.

Today was a good day. She'd avoided the more dangerous hunters that lurked on the streets, though a few had looked at her with a vicious glint in their eyes. She'd collected enough lost pennies over the last few days to buy a small bottle of milk, a cold treat that she rarely managed to enjoy. And she'd found a half-crushed package of chocolate chip cookies that she easily slipped into her oversized pockets. And it wasn't raining and the heat wasn't too intense yet. She was certainly having a good day.

With her newly-gathered supply of snacks, she decided to take it somewhere safe to eat. And though she still didn't trust the idea of having a pattern of movements, she actually had a place now that she considered safe that she could use to retreat and hide. She didn't go there every day and she didn't follow a regular pattern of when she did withdraw there. But she did go fairly often.

She scurried across streets, down alleyways, and around dumpsters and other obstacles. The young girl didn't slow until she drew near her destination. She didn't slip through the hole in the fence until she was certain no one was watching from some hidden corner. She'd agreed to keep his secret. That meant making sure no one ever followed. She didn't relax until she was scurried to her concealed hole in the wall of the warehouse and wiggled through.

Once inside, still hidden by the rubbish and crates stored in her corner of the building, the girl truly relaxed. No one would bother her now. The only person she'd have to face would be the man with goggles and his metal snake-arms. And somehow, for some reason that the girl couldn't completely explain, she felt he didn't intend her harm.

Peering around the obstacles, the girl spotted the man working on something on his makeshift work table. He'd been working on a variety of projects every time she visited. He'd fixed up things in the bathroom, though she didn't know the details. She stayed closer to her escape route, not wanted to get cornered. But she'd heard him talking about it to both the metal arms and her. And she'd seen him come in and out of the room across the building with tools, plumbing parts, and lots of dust. He'd rewired things enough to have electricity and lights in the building. He'd also worked on painting some of the windows black or draping heavy curtains that could block out the lights at night so no one realized the abandoned warehouse was occupied. Gradually the man was making the place more habitable.

The man was putting something together on his work station. The metal snake-arms were flitting around him, sometimes holding or handing him whatever he needed for his current project and sometimes straightening the rest of the area of assorted scavenged electronics and gadgets. They moved in interesting and serpentine ways, the girl always finding it entertaining to watching them. They were unlike anything else she'd ever seen.

One of the metal arms turned in her direction briefly and obviously caught sight of her. The other three instantly abandoned their work to look in her direction. The man didn't turn away from whatever he was busy with, but she saw a ghost of a smile cross his face. The girl wasn't completely certain how it worked, but the metal arms could communicate with each other and the man. What one of them saw and knew, they all did.

"Hello, Kitten," he said, still looking at the mess of wires and metal in front of him. "Are you hungry?"

She nodded, knowing better than to turn down the offer for food. No one could see the future, so there was no way to know when her next meal might be if things went badly. He gave a short nod and one of the metal arms pulled out a battered cooler he'd apparently found somewhere. The girl smiled as the claws delicately opened up the container and picked out an apple. The arms extended towards her and the child took the offered treat, biting into it and enjoying the delicious flavor.

She didn't mind getting close to the metal arms. Machines and metal contraptions never screamed at her, never cut her, never bruised her, and never harmed her. And even if they were the only machines she'd met that could actually think and move on their own accord, she knew they wouldn't hurt her like people did.

The goggle-wearing man was human. He seemed friendly and didn't seem dangerous. He gave her food and let her hide in the warehouse. And even if the bruises had faded, she remembered how hurt and tired he seemed that first day. Part of her felt he didn't intend her harm, but the rest of her didn't want to get too close. There were very few adults, very few people that she could completely trust. She didn't know if he was like Old Myrtle or if he'd be like everyone else in the end. She wasn't ready to risk losing caution towards him completely yet. She did, however, hope he was different.

She did like how he called her "Kitten." It was nicer than some of the things she'd been called. He treated the term as if it was a compliment. And she liked cats. They were smart, quiet, and fast. Those were traits that helped them avoid trouble. It was a pretty good name.

She did wonder sometimes what his name was. She wouldn't use it, even if she did know it. The compulsion and desire to speak just wasn't enough to overcome her silence. Noise never helped her. It only made things worse. But it might be nice to know. Maybe she would find out someday.

As she finished chewing on the apple core, the girl started to creep around the edges of the warehouse. She wasn't hiding behind the wooden crates for protection today. She was going to be a little bolder than that for once. It was about time she tried it. But she made sure to stay out of range of the man. The metal arms could reach her, but not him. Her courage and foolhardiness had their limits.

The man looked up finally when she was directly in front of him, peering at her through the dark goggles, and asked, "And what are you up to, Kitten?"

She smiled slightly as she pulled out the half-crushed package of cookies from her oversized pockets. Because he always shared his food with her, it was only fair to return the favor. It wasn't much, but at least it was something. The snake-arms clicked at her, the claws opening and closing a little as they looked in her direction.

"So you want to share? You know you don't have to, don't you?" he said.

The girl nodded as she tore open the package. She pulled out a handful of pieces and crumbs of the chocolate chip cookies. With her portion in hand, she extended the rest for the metal arms to take.

As the mechanical limb transferred the package from her to the bemused man, he said, "Well, thank you. I guess it wouldn't hurt to have a few cookies."

Stepping away from his work station, he took a bite out of a larger fragment of the cookies. He blinked in surprise, but seemed rather pleased with the taste. She understood the reaction. She liked this particular type of cookie because not only were they delicious, but they didn't easily go stale. The only problem with them was that they were squashed enough that most people wouldn't buy them, so stores got rid of them eventually.

As they stood around chewing on the scavenged cookies in the middle of the warehouse, she felt relatively safe. She liked the feeling.


Dr. Curt Connors watched his last class of the day trickle out before walking over to his desk, practically collapsing into his chair. Summer classes generally drained him more than normal classes even though there were fewer students. He suspected it was merely the strain of cramming so much information into such a short time span. By the end of the day, he usually struggled to drag himself home to his wife and son. He always ended up exhausted.

Looking at the stack of papers and hoping that his teaching assistant would be able to handle them quickly, Curt found himself rubbing his temple with his left hand. That was the first thing new students noticed, the first thing the blunter ones would ask about, and the first thing that people would say when describing him. He was the professor with only one arm.

Ever since that car accident, it was his main defining trait. And even as he grew more familiar with living with the loss, he couldn't completely forget or accept it. He just couldn't move on. Not really. There was a reason that he'd been spending so much of his time trying to use his minor in biology to find a solution. Science had the potential to do almost anything if the scientist refused to give up.

That thought brought to mind an old friend, one who never gave up on his plans to use his genius to improve the world. He was a truly brilliant and determined scientist. He even ended up as a topic of a paper for one of Curt's intelligent and regularly absent students. Curt always admired Otto Octavius and his work. They'd been friends since college. He and Martha even went on a few double dates with the man and Rosie back in the day. But he couldn't forget what became of his friend. A destructive failure, the death of his wife, the damage of being fused to his creation, insanity, attacks on the city, and then death. Dr. Octavius was lost, a distant memory long before the demise of Doctor Octopus.

Part of him wondered if he should take it as a sign to be cautious with his work. Otto was so confident in his experiment that he set it up in the middle of the city and attached mechanical arms with rudimentary AIs to his nervous system. And everything went wrong. Curt couldn't help the small flicker of doubt that he was courting a similar disaster.

Then, as he stared longingly at the empty space where his right arm should be, he decided he was being foolish. His project and circumstances were completely different than those Otto faced. A fusion-based energy reactor was more volatile and dangerous than a little biological manipulation. And even if his degree was in physics, Curt at least studied biology. Otto didn't specialize in programming and software, so it made sense that the AIs connected to his brain didn't end well. Then there was the intense pull of his reactor on the surroundings and the electrocution, both of which would not be an issue for Curt's experiments. He didn't have to worry too much. No matter how badly things might go, Curt's work couldn't end up as chaotic and destructive as Otto's.

Curt started to straighten his desk a little, feeling reassured by his logical analysis and some of the drain of his long day lessening. He could handle the challenges of his life. And he couldn't give up on the possibility of achieving success. He was so close. He could feel it. With a little more time, he would succeed.

He wasn't doing it for fame. That wasn't what he was looking forward to the most out of all of his work. The attention he would receive when he published his work was barely a footnote in his mind. It was the ways it would revolutionize the world, the healthcare and futures of those it would help. It was how it would return his life back to how it once was. That was the goal that kept him moving forward.

Besides, he thought with a wry smile as he stood up once again, what was the worst that could happen from devising a method of using the regenerative capabilities of lizards to re-grow lost limbs and other damage?


She knew it was getting late, though the longer days of summer meant there was still light in the sky. She was getting tired and her feet hurt. She knew it was time to start looking and thinking about her options for a safe spot for the night. The girl knew a few places she could try, tucked out of sight and usually unoccupied by others who wandered the streets. Finding a good place to sleep was sometimes difficult, but she usually managed.

Until then, the girl walked through the dwindling crowds. She kept an eye out, watching those around her just in case they were dangerous. Constant movement, avoiding attention, and always watching her surroundings were all important to survive the streets. She had to watch those around her. She had to make sure they didn't get close with a dangerous gleam in their eyes or a predatory posture. She had to look at each and every face to—

No, it couldn't be. She froze as she caught a glimpse of a man stepping out of a corner store, his face instantly igniting memory. She couldn't let him see…

"Stupid girl," an angry voice snarled as a hand moved nearly too fast to see. "Always in the way."

She staggered back from the screaming memory that consumed her mind, the ghost of a slap making her face ache. No, she could let him see. Couldn't let him notice. Couldn't let him find her. Couldn't go back.

"Shut up," he yelled as she whimpered, unable to completely stop the pained tears.

Had to run. Had to escape. Couldn't go back. Couldn't let him drag her home. No, not him.

A deep bellowing voice or the higher pitched shriek. It didn't matter in the end because both were filled with fury. Both blamed the other for her presence, for her existence, and for whatever she'd done to attract their attention this time.

He turned down the sidewalk, turning in her direction. He didn't see her yet, but he was walking in her direction. The girl finally forced her frozen body to move, trying to escape the memories and the man alike. She stepped back, turning around. And she walked back the way she came.

Pain and aches from past moments of fury blossomed anew as she was shoved against the wall. It was bad the first time when she'd just angered the screeching woman, but she told her husband when he returned home and he was adding his disapproval. She wasn't even sure what she did wrong this time. Only that they were mad again and it hurt.

She couldn't run. Not yet. Running attracted attention and he was too close. She couldn't risk attracting his attention. She wasn't even sure if he'd want her back. He made it clear in the past that both of them wished she never existed. But she couldn't risk it. She couldn't risk being forced to go back. So she fought through the blinding and overwhelming ghosts of the past while keeping a slow and steady speed.

Bruises of all colors were painted across her. Some were dark and fresh, purple and blue shades. Others were healing, turning yellows and greens before they completely faded. What was new was the pain in her arm. She'd barely been able to move it without intense pain when she woke up. She didn't want to say anything, but a frustrated screech finally made her show the problem. The girl was surprised by the moment of gentleness when she wrapped up the child's arm, adding a stiff piece of wood to keep it straight until it healed. She wasn't surprised that even a broken arm didn't involve a trip to the hospital. Doctors notice things, just like teachers.

She kept moving until she reached an alleyway. But the instant she turned down it, she broke into a run. She had to get away. She couldn't go back. She couldn't let them. The girl ran, not sure where she was running towards. She was too busy drowning in memories.

Stay quiet. Don't make a sound. Stay out of their way. They were happy together, but angry when she got in the way. As long as they didn't notice her, she wouldn't be hurt for the moment. But pain would come again. Adults always lead to pain eventually. And that included her parents.

She ran. She didn't pay attention to where. She just ran. All she knew was that she was trying to escape to somewhere safe. She wanted to be safe. She had to get away from her father.


Broken and flawed pieces of technology, obsolete versions, and even random fragments and wires were collected from the dumpster behind a computer store over time. Anything he couldn't scavenge, he tried to buy cheap. Even with his stash of stolen money still safely hidden from any casual discovery, it would eventually run out. He needed to make it last until he could figure out something better. So that meant cobbling together something rather than buying top-of-the-line equipment.

Otto wasn't an expert at building computer systems. He'd consulted with others on the design and programming for the actuators, though he did the work and a lot of the final designing himself. But he wasn't an expert at building a computer from scraps. But he wasn't a professional plumber of electrician either and he managed to figure it out. A little time, experimentation, and careful thought on how to adapt his available resources and he might make it work.

"getting late, getting dark, close curtains," chattered Flo.

He blinked in surprise, just now noticing how late it was growing. He'd been too focused on trying to fix a faulty motherboard. He should have seen the growing shadows, especially through his darkened goggles. But he'd been looking through Mo's cameras while working, barely even realizing he'd been doing so. Otto knew he'd grown accustomed to the actuators and yet it still surprised him sometimes how natural interacting and using them felt. And it caused worry to prickle at the back of his mind, making him wonder if he was starting to slip back under their influence.

"need to close curtains, can't let people see light, hide," she chirped urgently.

"I know," he muttered. "You and Mo can reach the closest. We'll handle the rest in a minute."

Otto set his in-progress project aside as the pair of actuators stretched up to drag the patchwork pieces of thick fabric into the proper position. As they extended to their full length, the man adjusted his footing in order to maintain his balance as they moved high above. The weight didn't change, but the way it was distributed did and he had to compensate. There was a reason it was easier to accomplish more impressive and swift movements with the actuators when Larry and Harry were supporting and bracing him. It provided both height and stability.

As the lower actuators boosted him to reach the rest of the windows, Otto's attention was grabbed by movement. He and Flo turned to focus on the movement while Mo hurried to yank the coverings across the windows. Looming above everything gave him a clear view of a small shape hurrying through the hole in the wall. It was a familiar little figure.

"Kitten? What are you doing here so late?" he asked.

She jolted, looking up in surprise. Otto realized this was the first time she'd seen Harry and Larry supporting him so that he stood at his full height. Most people found it at least a little intimidating. The instant the windows were covered, they lowered him back to the ground and he hurried towards the cluttered corner of the warehouse. Flo darted ahead to check on the child, her camera feeding images instantly into his head before his own eyes could get a good look at her.

"girl upset, girl scared, not hurt, scared," clicked the actuator.

Wide eyes, shivering, and rapid breathing certainly supported that assessment. She looked even more anxious than she did the time the actuators grabbed her. Something truly upset the child enough to send her running to the security of the warehouse.

"What happened?" he asked gently.

She didn't answer, which didn't surprise him. She was half-curled into a ball, her back pressed defensively against the closest intact crate. Her eyes kept flickering between him and the various actuators, the child looking positively hunted. Something clearly happened to her. The only good thing was that there didn't seem to be any sign of physical damage to her.

Flo chirped at her, not quite touching her yet. The girl didn't brighten at the sound like usual. Otto dragged a hand tiredly over his face. How was he supposed to handle this?

Larry chattered, "girl scared, make feel safe, keep safe, girl stay"

"could bring trouble," clicked Harry. "don't like it"

"too bad," Flo hissed, briefly glaring at the actuator before turning back to the girl. "Kitten stays"

"maybe ask first," chirped Mo. "fighting pointless, Father decide, girl decide, not us"

Otto shook his head briefly, trying to banish the arguing voices in his mind enough to think. The girl watched the actuators and man, some of the wildness in her posture easing due to confusion. He kneeled in front of her, placing them at similar heights for the moment.

"All right, let's be fair about this," he said. "I've been calling you 'Kitten' lately, but I never really asked if you mind. Do you want a different name?"

She stared at him silently. Confusion was now stronger than fear. Eventually she shook her head cautiously.

"So you're all right with that being your name for now?"

The girl nodded, looking slightly more confident about her answer. Otto smiled encouragingly at her.

"Since we've settled on your name, I suppose it would only be fair to share in return," he said. "My name is Dr. Otto Octavius."

There was no reaction, no sign of recognition at the name. Of course she didn't realize the importance of his identity. If the four actuators on his back didn't alert her to the horrors of his past crimes, then there was very little chance she'd know that Dr. Otto Octavius was Doctor Octopus.

Gesturing towards each individual actuator in turn, he continued, "Their names are Harry, Larry, Flo, and Mo."

The girl waved shyly at them, prompting a few chirps from Flo. Larry opened and closed his claw in an imitation of waving back. The gesture managed to provoke a weak smile in response.

"That's better," he said as he straightened back up. "It always seemed polite to have proper introductions before inviting someone to spend the night."

She blinked in surprise, but he didn't give her a chance to argue. Not that the silent child would actually argue, but running was always a possibility.

"I have an extra blanket you can use and we can set up somewhere to sleep wherever you want in here," he continued, gesturing towards the large room in general. "No one will find you here. No one will bother you. You'll be safe."

The girl glanced between Otto, the actuators, and the hole in the wall. Her gaze flitted back and forth, but she seemed more thoughtful than frightened. And the longer she considered his words, the more she seemed to relax. The fear was slowly dissolving.

Eventually, she nodded and climbed back to her feet. Flo chirped and tugged at her jacket, pulling the girl forward. Kitten let herself be led around by the actuator. Otto suspected she'd be gone by dawn, but at least she might feel safe and secure for the night.

Yet another familiar face joins the cast. But it is to be expected. Dr. Curt Connors is Peter's physics teacher and was a friend of Otto. I had to at least bring him up once. And he's working on his arm-regenerating formula. Of course, if you're a fan of the comics, cartoon, or the newer pair of films, you know that it doesn't exactly work out for him. What is it with comic book characters and causing life-altering disasters with science?

I don't know when the next update will be, but I'll get to it when I have the chance. And remember: reviews are always appreciated.