Well, "Captain America: Civil War" was an entertaining movie. And the new version of Spider-man definitely captured his comic book tendency to never stop talking while in a fight. So that was definitely fun. And I definitely liked Scott Lang's role in the confrontation. All in all, I think the film did a far better job of handling things than the comic book version of "Civil War." Neither side was completely wrong or right and everyone's actions made sense for them considering the circumstances.

But on with the story. When we last saw the characters, Peter and Otto were preparing for what is almost guaranteed to be the most awkward dinner ever. Let's watch and see how it turns out.

Otto moved across the rooftops without a word, carrying his burden of groceries while the brightly-dressed hero followed close behind. This could either be a wise choice or the dumbest decision of his entire life, excluding a certain experiment. Doubts started plaguing his mind the moment he considered inviting Spider-man back to the warehouse and only grew worse once he made the offer. Of course, not all the doubts were his own.

"don't trust Spider-man, don't like Spider-man, shouldn't bring him back," hissed Harry.

"could tell police," Mo clicked. "could lock away, could trap forever"

Larry, the quietest actuator, chattered, "could take us back to the hospital, doctors with saws"

"what would happen to Kitten, must protect Father, must protect Kitten," chirped Flo.

"kill Spider-man, much safer," hissed Harry.

"no, Father likes Peter Parker, brilliant but lazy, can't kill, just escape," Mo clicked. "much better, less trouble"

"less trouble still some trouble," he hissed back.

"Too late to turn back now," muttered Otto under his breath as he stopped on a roof across the street from their destination.

Landing lightly next to the scientist, Spider-man asked, "Say something, Doc?"

He shook his head and said, "Nothing of importance. Give me a moment to make sure the coast is clear before we continue. Neither of us is particularly subtle."

"A guy in a red-and-blue suit and a man with four mechanical arms? Yeah, we might stand out in a crowd a little."

A smile tugged at Otto's face as he studied the street below. He'd done this plenty of times since he first took up residence in the warehouse. It would not do for him to become sloppy now. Only when he was satisfied that there would be no witness to this final leg of the journey did he step off the edge. Harry and Larry swiftly extended to their full lengths to support him, with Flo and Mo quickly joining in to move him forward. The actuators propelled him across the street, over the chain-link fence, and to the roof of the warehouse with only a few steps.

Spider-man waited until he stopped moving. Then the younger man leapt, anchored a web strand to warehouse, and yanked himself forward, never taking his eyes off the scientist at any point. He landed gracefully on the edge of the roof, showing far more coordination and finesse than Otto could ever hope to match.

"This already looks better than your last place," said Spider-man. "It isn't half-collapsed in the river this time."

Harry clicked sharply at the comment, but the other three actuators at least tried to resist sharing their distrust and annoyance with Spider-man. But one of them always watched the younger man, waiting for either a sign of betrayal or weakness. Otto did his best to ignore the feelings coming over the connection and focus on his own emotions.

He also tried to convince himself that it was a good idea to bring Spider-man in contact with Kitten. He knew he needed to prove to the younger man that he and the actuators weren't purposefully trying to cause trouble anymore. He wanted Spider-man, Peter, to know he truly regretted his action. He wanted Spider-man to see that Otto trusted him to an extent. He wanted him to realize he no longer wished to be a monster.

But he and the actuators were not the only ones who would be affected anymore. And getting Kitten involved somehow felt more dangerous. She didn't deserve to have her fragile life turned upside-down and that's exactly what would happen if Spider-man decided to take him into custody. Otto might deserve that fate, but not Kitten. Everything depended on how Spider-man chose to react.

Turning towards the masked figure, Otto said, "Just try to keep an open-mind while inside. And let me go first."

"Sure thing, Doc," he said quietly.


This was crazy. That idea started rattling around his head the moment he agreed. It was stupid and crazy to follow Doc Ock straight back to his lair, invited and expected by the man. That was how people get killed. That rich guy with the metal suit with the house on the west coast and the science expo that was attack a few months ago, Tony Stark, probably wouldn't do something this stupid. Peter knew this was a bad idea.

But this was also Dr. Octavius inviting him home for dinner. And he acted more like the sensible and even-tempered scientist. The man acted like someone who could be reasoned with, someone who deserved a chance. Peter wanted to give him a chance. There hadn't been any reports of him running amok or even being spotted since his near-demise. All the evidence suggested he was actually safe to be around. So Spider-man waited patiently as Dr. Octavius opened one of the skylights and climbed though.

Once he vanished inside the warehouse, Spider-man crept in afterwards. He climbed across the ceiling upside-down and watched carefully. The actuators moved the scientist through the rafters as if Dr. Octavius had always possessed extra limbs attached to his spine. While the man reached the concrete floor, Spider-man moved further along the ceiling and examined the warehouse.

Other than the far corner crowded with boxes, crates, wires, and junk, the space seemed rather neat and homey. He saw what was probably once an office and a door that might lead to a bathroom, but everything else was in the large open space. Scavenged chairs and a few small appliances made up what was meant to be the kitchen while the improvised table covered in cannibalized electronics must be his work station. Everything looked like it came from a dumpster or belonged to a broke college student.

Actually, Peter couldn't help thinking some of it would be helpful in his apartment.

"Kitten," called Dr. Octavius gently, "we have company. Don't worry, though. He won't hurt you."

The scientist managed to find himself a pet? Considering all the stray animals in the world, it probably wouldn't be too hard. Maybe that was what was keeping Dr. Octavius grounded. The responsibility of a pet helped some people deal with different things in their lives. It gave them a reason to get up in the morning and not make stupidly dangerous stunts like rob banks.

Maybe he should consider getting cats for all his future crazy villains.

"You don't need to be afraid of Spider-man on the ceiling," he continued. "He's someone you can trust. He's someone safe. So don't be afraid, Kitten. No one is going to hurt you."

So he had a skittish cat. Spider-man didn't know if he was amused or reassured by the fact that Dr. Octavius felt the urge to state his trust in the hero to his pet. Things could certainly change over the course of a few months. This was miles better than having the man nearly crash trains.

Spider-man crept down the rafters and lowered himself with a strand of webbing. His Spider Sense wasn't any better or worse than when he first spotted Dr. Octavius, just buzzing lightly enough to keep him cautious without suggesting a real threat. He might even be able to relax a little for the upcoming dinner.

Transferring the bag of groceries from his arms to the actuators, Dr. Octavius said, "Kitten, you don't have to come out and join us. I won't make you do that. I just need to know if you want something to eat."

That statement led to a soft rattle from the messier corner of the warehouse. The scientist smiled slightly as Spider-man tried to spot the furry little creature. Then he glimpsed movement and his eyes widened beneath his mask.

A child, the age and the blonde hair at a messy length that made it difficult to judge gender, crept uneasily around the broken crates. Wearing an oversized grey jacket, a pair of shorts, and a red shirt, the child couldn't have been older than six or seven. They stared at Spider-man anxiously, watching him like they expected an attack at any moment. They moved cautiously around the perimeter of the room, never turning their back on Spider-man while moving slowly towards Dr. Octavius. He also noticed some green and yellow marks on the child's face, bruises in the process of healing.

After staring in shock for a moment, Spider-man finally said, "That's not a cat."

"Surprisingly, I figured out the same thing about the little stray," said Dr. Octavius wryly. "Kitten found me and this place a few months ago. She decided to stay around and she makes pretty good company. She's a little quiet, but we get along."

"Doc, you can't just keep a kid," he said, trying to wrap his head around the idea.

This was crazy. This was crazy in a different way than before. How in the world did he end up in a situation where Doc Ock was casually keeping a child around the warehouse? Did he kidnap her? It didn't seem like his style, before or after he became a criminal. What about the healing bruises on her face? How did those happen? She didn't seem scared of Dr. Octavius even as the metal actuators coiled towards her. If he caused the injuries, wouldn't she be more timid of the man?

"Kitten can come and go whenever she chooses," said Dr. Octavius. "And when she's here, that means she has shelter and food. That's more of a guarantee than she had when she was staying out on the streets." As the actuators handed over the bag of groceries, he said, "Kitten, would you put these away?"

With some slight hesitation as she glanced between Spider-man and Dr. Octavius, the child nodded and accepted the bag. Peter saw what he was doing. It was rather nicely done. The task would make her head towards the kitchen area of the warehouse and away from Spider-man. And with the way the metal limbs moved to follow her, she kept a barrier between her and Spider-man at all times. That seemed to comfort her some, which is what he suspected was Dr Octavius's intent.

"As I said before, we can't offer anything fancy, but you're welcome to some of the macaroni and cheese for dinner," said Dr. Octavius as one of the actuators that wasn't guarding the girl pulled out a trio of plastic bowls from where they were stored. "It isn't quite as good when made in a microwave as it on a stove, but it's edible."

Smiling beneath his mask and putting aside his questions about the girl's presence for the moment, Spider-man said, "That sounds fine, Doc. When you burn as many calories as I do web-swinging, you don't complain about free food. And I've enjoyed macaroni and cheese since I was at least a little kid about her age."

He glanced towards the girl who was still putting food in boxes and the mini-fridge. She watched him nervously as she worked, looking towards the actuators every few moments to ensure that at least one remained close at all times. The girl, Kitten, was definitely a timid thing. But she wasn't afraid of the formerly crazed criminal scientist. And she wasn't afraid of the metal limbs. Whatever or whoever caused her fading bruises, Spider-man felt confident that Dr. Octavius wasn't responsible.

"So, anything I can do to help, Doc?"

"You could find a solid crate to sit on," he suggested as a couple of the actuators went through the domestic task of dinner preparation. "We don't have many seating options unfortunately. We haven't had many guests. The stool is mine and the folding chair is for Kitten, so we'll have to improvise for you."

Tilting his head briefly, Spider-man said thoughtfully, "I might have an idea or two."


Kitten stared at the figure in red and blue as Otto pulled the third bowl of macaroni and cheese from the microwave. She wasn't really sure what to make of the stranger so far. She didn't trust strangers. They were dangerous. But Otto said she could trust this stranger and she knew that Otto would keep her safe. And she'd heard of Spider-man before, his picture always on the front of newspapers. She'd heard enough to know he was supposed to be a hero. And heroes weren't supposed to be dangerous. Kitten watched anyway while staying close to the metal arms.

Spider-man turned out to be interesting to watch. When confronted with the lack of chair, he fired some type of white rope-like material from his wrists. Webs? He was called Spider-man, so that would make sense. Regardless of what it was made of, he wove it into a swing that dangled from the rafters. Even Otto looked mildly surprised, smiling slightly as he nodded in approval.

"How long will that last?" he asked, gesturing towards the improvised seat.

"A few hours, depending on how much strain you put on it," said Spider-man with a shrug. "It dissolves and breaks down over time."

Setting bowls around the table with Flo and Mo's help, Otto asked, "Is the material a chemical formula you managed to invent? And what about the delivery system? Did you design it?"

"No," Spider-man said, ducking his head briefly. "It's all organic. It comes from me."

As Kitten claimed a seat on the far side of the table, Larry curled around her shoulders. She'd noticed that one of the metal arms always stared at Spider-man. They traded off, but one always stayed in his direction. They watched him just as carefully as she did. They were equally uncomfortable with strangers. They would help make sure nothing bad would happen.

"Should I ask how that's possible?" said Otto as he picked up a fork.

"You've seen me stop a speeding train without snapping in half. I think it is safe to say there were some changes to my biology beyond what is normal for humans," he said, rolling his mask up just enough to uncover his mouth and started eating.

Kitten noticed a slight flinch from Otto at the mention of a train, but he didn't let it distract him for long. He nodded thoughtfully at Spider-man's words. He looked rather interested in the topic. Or maybe he just liked having someone to talk to who talked back.

"And how did those changes occur in the first place?"

Spider-man took another bite of food and said, "I'm not really sure I should talk about it."

"Who am I going to tell?" asked Otto, gesturing to his surroundings. "It's just me, Kitten, and the actuators. We're not the most social group."

Chuckling in agreement, Spider-man said, "You wouldn't believe me even if I told you, Doc."

"I have four temperamental A.I. systems connected to my nervous system," he said dryly. The next part had a slight hesitation, but he continued, "That means I can hear them in my head. I can actually hear them. All the time. They have their own personalities now. So whatever you have to say, I'll keep an open mind about it."

The two men stared at each other briefly in silence, leaving Kitten to glance between the two. She knew they must have known each other before and they weren't saying everything. It would have been nice to know about their history. Finally, Spider-man gave a short nod.

"A genetically-engineered spider bit me during a school field trip and I ended up climbing the walls of a building the next day. And freaking out a guy at school who tried to punch me," said Spider-man in a flat tone.

The silence returned for a moment before Otto started to chuckle. Spider-man ducked his head and even Kitten smiled a little as she continued to eat. She wasn't sure of everything they were talking about when they used longer words, but it sounded like Spider-man got his powers from a very special spider. And that was kind of funny, as was Spider-man's tone of voice and Otto's laughter. Kitten couldn't help being amused.

"I'm a nuclear physicist and an atomic research consultant. Well, I was. But even if I was a biologist, I still doubt I'd be able to figure out how that could happen," Otto said finally, still chuckling a little. "You would probably make a group of scientists very excited if you volunteered to be studied."

"Yeah, I think I'll pass on the whole experimentation and dissection thing," said Spider-man.

From the way Otto nodded knowingly, he understood and agreed with Spider-man's concerns. Kitten didn't understand yet another long and complicated word meant, but "dissection" didn't sound very nice. But more important was the mood in the room. There had seemed to be some tension between the two that they'd tried to hide, especially when they first arrived, but Kitten could see them growing more comfortable with each other over time. They weren't complete friends, but they were friendly.

As Otto rubbed the bridge of his nose tiredly, Spider-man asked, "What's with the goggles, Doc? It isn't that bright in here."

"For my eyes, it is," he said. "Staring at a sun, even a miniature one, isn't healthy for anyone. Of course, neither is being electrocuted. Twice."

Cringing slightly, Spider-man said, "I'm really sorry about that."

"I don't blame you for that. It wasn't your fault. My experiment cause it."

The general mood in the room darkened and the men focused on the food for a few moments in silence. Kitten observed Otto's expression, both of their body languages, and the clicks of metal snake-arms. There was plenty of guilt and regret for something. And while the metal limbs still seemed uncomfortable and agitated with Spider-man's presence to a degree, there was no anger. No one was angry. Kitten kept her eye on them as she ate her macaroni and cheese.

Searching for a new topic, Spider-man turned towards the girl and said, "You're a shy kid, aren't you? It's nice to meet a friend of Dr. Octavius. He said your name is Kitten?"

She nodded slightly, surprised at being addressed by the stranger. She figured he would focus only on Otto. Kitten tilted her head curiously. She couldn't guess what else he would sak. She could barely figure out Otto some days.

"That's a very unique name," he continued.

"In comparison to Spider-man and Dr. Octopus?" said Otto.

"Blame Jameson for the second one. He wanted something that sold newspapers and it worked with your actual name."

Kitten didn't know who or what a Dr. Octopus might be. Did it have something to do with Otto? The way Spider-man talked, it sounded like it might. But she wasn't sure. For now, she put it in the back of her mind. She could think about it more later.

"Well, the first time she snuck in here, I thought she was a stray cat. She's been Kitten ever since. And as long as she likes the name and wants it, that's her name," said Otto.

Nodding briefly, Spider-man said, "Sure. That works." Looking back towards Kitten, he said, "And you seem pretty comfortable with the actuators. Most people would be nervous about them."

Kitten smiled. She could understand some people being scared of the metal limbs, but not her. She figured out quickly that they weren't going to hurt her. They didn't scream or hit. They weren't human and dangerous.

Larry clicked softly in her ear. Kitten reached up and patted the metal arm, silently reassuring them that she wasn't nervous about the snake-arms at all. The other three metal limbs chattered quietly, sounding almost jealous of the attention Larry received. Their reactions just made her smile more.

"As you can see, she and the actuators get along surprisingly well," said Otto, trying to hide a smile that confirmed her idea that they were a little jealous. "She actually warmed up to them more quickly than she did me."

With some slight hesitation, Spider-man said, "They do look less scary than last time."

Harry snapped in his direction, but Kitten suspected he just wanted to intimidate Spider-man. She always thought that Harry was the grumpiest of the snake-arms. She figured he wanted to prove to Spider-man he was still scary. After all, no one bothered scary people. But it still wasn't nice.

Trying her best to mimic the hiss-click-click of Flo's scolding, Kitten's attempted noise managed to make Harry turn towards her instead. The other three produced chirps she'd figured out meant amusement and curiosity. Their reactions to Kitten's hiss-click-click made Otto smile and Spider-man chuckle.

"I guess we know who the boss around here is," said Spider-man. Taking a final bite from his bowl before pulling his mask the rest of the way down, he said, "Thank you for dinner. I really appreciate it. I know you were planning to show me what you've been working on, but it's getting late and it takes time to travel."

"I'll walk you out," Otto said, stepping away from the table.

As Spider-man stood up, he apparently noticed Kitten's remaining interest in his improvised seat. She couldn't see him mouth anymore, but she suspected he smiled at her.

"Yes, you can try out the web swing. It should last a couple hours."

Kitten gave a short nod with a small smile. She was certainly curious about it. Did it feel sticky? How strong was it? She wanted to get a closer look. But she would wait until Spider-man left. He seemed nice, but it would be safer to wait until he was gone. She knew better than to take her eyes off a stranger.


He watched through the skylight a moment, seeing the girl poking cautiously at the web swing. She was certainly a timid and nervous child, but she seemed curious and relatively happy. She feared him as a stranger in what clearly served as her home, but she wasn't afraid of Dr. Octavius or the actuators. She would actually approach them. Kitten clearly liked the former criminal.

"She's a runaway," said Peter before his companion could speak. "She ran away from home and was living on the street, right?"

Standing a little further away on the roof, Dr. Octavius stared out at the cityscape. But Spider-man didn't delude himself into thinking the man wasn't paying attention. All four of the actuators stared at him, the red lights of their cameras glowing like creepy eyes in the falling darkness.

"I can't get the full story since she can't or won't speak, but that's what I assume is the case. Whatever the exact details of her past, someone made her afraid of people. It took a while for her let me near her," Dr. Octavius said. "I know what it looks like when a child is afraid of adults they should be able to trust. Not all children come from loving homes, Peter."

It was interesting that Dr. Octavius only called him Peter when they were alone. He called him Spider-man in front of Kitten. The clear attempt to protect his identity felt a little reassuring. It was a small thing, but it showed he was trying to help the hero keep that secret. It showed that he wanted to do the right thing.

"Shouldn't we… do something for her?" he asked.

"I am. I'm making sure she has something to eat and that she has somewhere safe to sleep at night," said Dr. Octavius. "She has clean clothes to wear and a hot shower that I worked very hard to make operational. When she showed up battered and bruised, I bandaged and treated her injuries. I've done everything in my power to make sure she's take care of, Peter. What would you have me do?"

"I don't know. I know you can't just stroll into a police station without being arrested, but maybe you could have…"

"What? Sent her in with a note saying that she was living on the streets on her own?" Dr. Octavius shook his head regretfully and said, "The police officers would take her back to wherever she ran away from in the first place. Or, if they figured out it wasn't a safe environment for her or couldn't figure out her identity, they might put her into foster care. And since she is young, she might be adopted eventually. But the foster system is overcrowded already and her inability or refusal to speak would discourage many potential parents. They wouldn't want the challenges of handling a mute child who is scared of people. So she would be shuffled from foster family to foster family until she became a legal adult. Or more likely, until she ran away from home again. She would be right back where she started, living on the streets alone. And this time, it might be in a completely different city."

When he put it like that, Peter had to admit it didn't sound that promising. Once again, he felt immensely grateful that he had Aunt May and Uncle Ben growing up. He never had to worry about foster care or any of that. He always had family to take care of him, even after his parents died when he was so small.

"I've thought about it. Trust me, I know this isn't the ideal life for any child," Dr. Octavius continued. "But there are no good choices." Turning to face Spider-man, he said, "Of course, I don't suppose it matters if you've decided to turn me over to the authorities. If I'm arrested, the police will be the ones deciding where she ends up."

There it was. The question that had loomed over them all evening. Dr. Octavius was alive and well. He committed crimes before his supposed demise. He stole, caused property damage, endangered countless lives, kidnapped, and so on. He should be in jail.

But finding a prison that could contain the man and his four actuators would be difficult and trying to remove them from the scientist's spine proved deadly for everyone during the last attempt. Locking Dr. Octavius up would be a challenge, even if he chose to cooperate. And now he was responsible for the wellbeing of a child, who would be sent to a home she'd previously fled or the foster system.

Figuring out what the right thing to do shouldn't be this hard. Dr. Octavius should be punished for his crimes. But he wasn't in his right mind during those events and he did nearly sacrifice himself to repair some of the damage he did. Surely that must count for something? And the death of his wife clearly caused him more suffering than any man deserved. Add in the fact that he had not gone back to his previous criminal acts in the months since and he was even caring for a random girl who wandered into his life…

He wasn't a monster. Not anymore. And he was trying to redeem himself a little.

What would Aunt May say if she was faced with a dilemma like this?

What would Uncle Ben say?

"Doc," said Spider-man slowly, "I try to save everyone. I try to help everyone that I can. And I couldn't save you that night at the Hudson River. But maybe I can save you from spending a lifetime paying for the mistakes you made when you couldn't think straight. You've managed to avoid catching people's attention so far. As long as you don't cause trouble, you don't need to worry about Spider-man coming after you. Though I might swing by and visit sometime if I'm in the neighborhood. If that's all right with you."

He could see the tension felt out of the man's shoulders, relief clear on his face. Even the actuators looked a little less menacing. He gave a nod of thanks and Peter decided it was time for him to go.

As he neared the edge of the building, Spider-man heard his former foe make one last statement that really caught his attention.

"That night? You did save me. You brought me back to myself and saved me from remaining a monster. And I'll always be grateful for that, Peter. Thank you."

I rather enjoyed how this chapter turned out. Not a lot of action, but it was nice playing around with these characters in a non-violent setting. So between Otto and Harry making peace with Peter, you would think that things would be smooth sailing for our hero. Of course, when are things ever that easy?

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.