Spider-Man swung through the city, hoping to find some sign of Octavius. Unfortunately, he was coming up empty.

"Come on, doc, where are you?"

As he kept swinging, he noticed some flickering lights on the roof of a building below him. Curious, he landed on the building to investigate. Just then, a blast of electricity hit him, knocking him into a radio tower. He slid down to the ground, causing him to look up and see Electro materializing before him.

"Remember me?" he remarked.

"Max?"

"Don't call me that!" Electro declared, firing a blast at him.

Spider-Man quickly leaped out of the way, avoiding the blast.

"Max Dillon is dead. Not that he ever mattered to you."

"That's not true, Max!"

"The people of this city?! We're just play things to you! People for you to beat up to make yourself feel better!"

Electro blasted at him again, prompting him to dodge. However, a second blast nailed Spider-Man, sending him flying off the roof. He quickly fired a webline to catch himself. He swung around on the tower before heading right at Electro. Before he could nail him though, something grabbed him and flew him to the air. Spider-Man went wide eyed, seeing it was the Vulture.

"Vulture?"

"Look who it is? Good ole Spider-Man."

Spider-Man fired a web in Vulture's face, causing him to drop the web head. Spider-Man hit the ground hard as Vulture hovered down, pulling the webbing from his helmet.

"How's Liz these days? I don't get to see her much, since you put me away."

"You were stealing tech to make weapons for criminals! I had to-"

"Big comfort to her! Now she has to go through life without her father in it!"

He flew forward, trying to slice at him with his wing. Spider-Man quickly dove out of the way, rolling on the ground. He landed in a ready pose, noting his was over a pile of sand.

"What the…"

Suddenly, four streams of sand shot out, grabbing him by the arms and legs and sending him into the air. They then slammed Spider-Man into the side of another building before sending him back toward the ground. Before he collided, a gray fist smacked him in the face, sending him flying in another direction. At that moment, a familiar green tail swatted him to the ground. Spider-Man groaned in pain before he looked up, seeing Sandman, Rhino, and Scorpion approaching, smug looks on their faces.

"Scorpion? Sandman? Rhino?" Spider-Man questioned, picking himself up. "Why are you here?"

"We're here," Rhino answered, cracking his knuckles. "Because of you."

"See, we were just ordinary guys," Scorpion continued.

"Till we got turned into super powered freaks," Sandman added, turning his fist to sand. "To get to you!"

He then flung the fist at Spider-Man, prompting him to leap over it before Scorpion swung his tail out and wrapped it around his leg. He then swung Spider-Man right into Rhino's fist, laying him out instantly.

"And just imagine all the damage we can do now just to get to you," Rhino remarked.

Spider-Man remained still, reeling at the words his enemies had shared with him. Before he could pick himself up, something rushed over and grabbed him. He tussled with his new opponent before it pinned him to the ground, revealing itself to be the Lizard.

"Doctor Connors… no! No, I saved you!"

The Lizard tried biting down on Spider-Man, but the hero held him back by the throat before kicking him in the face and rolling backward away from him. As he finally came out of the roll, he could feel that his back was to someone, prompting him to turn around and see Kingpin standing before him.

"Such a talent for destroying lives," Fisk remared, before wrapping his arms around Spider-Man in an attempt to crush him. "A man like me could learn from you."

Spider-Man groaned in pain from the squeezing, prompting him to fire a web in Fisk's face, prompting him to let go so he could sock him in the face. Just as he turned around though, something bounced on the ground toward him, Spider-Man's eyes going wide to see it was one of the Green Goblin's pumpkin bombs. He leaped backward just as the bomb went off. The blast knocked Spider-Man back, sending him colliding with the tower on the roof. His costume was torn pieces and one of his eye pieces was missing, revealing part of his face. He looked up, seeing the Green Goblin flying down toward him. He leaped off the glider and onto the ground, walking toward him maliciously.

"Misery, misery, misery, that's what you've chosen," Goblin remarked as Spider-Man picked himself up. "Had you taken my offer, you might have mitigated some of this damage. Instead, you chose to spit in my face!"

The Goblin then took a swing at him. Spider-Man tried to block it, but Goblin quickly struck him in the gut. He then backhanded him, knocking him away. He landed on his back, allowing all the villains to move toward him. One by one, they all started wailing on him, with kicking, punching, and especially slashing from Lizard. There was nothing Spider-Man could do but be dealt one blow after another. He tried to crawl away, but Electro blasted him with his electricity, causing Spider-Man to cry out in pain. As the electricity died down, Spider-Man crawled toward the edge of the roof, hoping to make an escape as the villains closed in on him. Just as he got to the edge though, a metal claw slammed down on his hand, causing him to cry out in pain as he looked up, seeing Doctor Octopus towering over him as he ascended up the building.

"Doctor Octavius…"

"So disappointing… Parker," he remarked, lifting him up. "Everything and everyone you touch… suffers."

"No… no that's not true…"

"So why not do the world a tremendous service… " another arm raised up, aimed right at him. "and die!"

The arm plunged into his chest.

"NOOO!" Peter cried out, snapping up so fast, he fell off the bed.

He quickly picked himself up, seeing he was back in his room at home and completely unharmed. He let out a breath of relief, still mulling over the dream he just had, wondering to himself how much of it was true.

Later at Midtown High, Liz was walking down the halls, mulling over what to do about Harry. As she glanced up, she saw Harry heading down a hallway. She quickly followed, peeking around the corner to see him looking around near his locker. Once he was sure he was in the clear, he opened up his locker and pulled out another vial of green liquid. Just as he closed the locker, Liz appeared next to him.

"What's that, Harry?" she asked, getting his attention.

"Nothing!" Harry insisted in a panic. "Just… new soda."

"Then you won't mind… giving me a sip," she remarked, reaching for it.

"No!" he insisted, pulling away.

"This is why you passed out the other night, isn't it?"

"So what? Why should you care? I'm just your rebound guy, right?"

"No, it-..." she caught herself for a moment. "That doesn't matter right now. Whatever that stuff is, it can't be good for you. You need help."

"This is the help," Harry countered, holding up the vial. "Everything good going on in my life, 4.0 GPA, Football star, in crowd," he opened the vial. "it's all thanks to the green."

"Harry!" Liz let out, trying to stop him.

Harry just shoved her against the locker as he downed the vial.

"A few blackouts are a small price to pay," he decided, tossing the vial aside before walking off. "So spare me your concern. My life's great."

Liz knelt down and picked up the vial before looking up, seeing that Harry had already gone. She lowered her head, fearing the dark road he was going down.

At the JFK airport, Foswell was in the command deck interviewing one of the technicians on the construction of the rocket.

"Thank you for agreeing to the interview, Mr…"

"Weele. Jackson Weele. And it's my pleasure. I worked alongside Dr. Richards in designing the shuttle's propulsion system, and added my own gyroscopic stabilizing system in order to counteract the g-forces."

"Very… impressive. Now, I understand you'll be overseeing the launch since the Fantastic Four are out of town."

"That's right. Speaking of which, we'd best get started."

Back at the Bugle, Jameson and the other staff members gathered around a TV to watch the launch as the countdown entered its final stages.

"Five. four. Three. Two. one," the shuttle's engine activated, jetting the shuttle down the runway.

The engines tilted upward, allowing the shuttle to take off into the air toward space.

"We have lift off!"

"Go Johnny!" Jameson cried out. "That's my boy!"

He suddenly grabbed Betty and spun her around happily, only to catch himself and let her go.

"Uh, Miss Brant, please," he insisted, straightening his tie. "Control yourself."

"Of course, sir," Betty replied, rolling her eyes.

After school, Peter trudged out the door with his head lowered. His mind was still on his dream and Otto.

That dream really got to me. Brought up a lot of feelings I could never admit outloud. I could've been there to better protect the interface, but instead I let Spider-Man carry me away. Doctor Connors never would've become the Lizard if not for me. Max never would've gone off the deep end. Scorpion, Sandman, and Rhino wouldn't even exist. With all the damage I seemed to have cause everywhere I go… what was the point of doing anything I do.

As he rounded the corner, he heard a motorcycle approaching. Peter looked up, seeing someone on a motorcycle pulling up to him. He then came to a stop, seeing the driver take off his helmet to reveal it was Eddie Brock.

"Hey kid," he greeted.

"Eddie? What are you doing here?"

"Wanted to talk to you about something."

Peter cocked an eyebrow at that. "What?"

"You… and Spider-Man."

Peter was shocked by the question. "Wh-what do you mean?"

"It's just… you're the only photographer who can get pictures of Spider-Man. Even with that crap camera you used to have. Heck, you were nowhere to be seen at that party the Goblin hit, and yet, bam! Emails to Robbie not ten minutes after."

"I was just… taking cover," Peter replied nervously. "Used to love a good game of hide and seek as a kid."

"I see," Eddie replied coyly. "So… no other tricks you wanna share?"

"Why are you asking?"

"Working on an article for the Bugle. Exposing Spider-Man's true identity."

"What?" Peter let out in shock before catching himself. "I mean… you sure that's a good idea?"

"Why wouldn't I be? Spider-Man is dangerous. The people deserve to know what he's all about."

"I… wish I could help, really," Peter insisted, backing away. "But… I don't know anything. Really."

Eddie gave him a suspicious look, but decided to let it go, placing his helmet back on.

"You know something kid, you gotta fess up about it!" he called as he rode off. "You know it's the right thing to do!"

Peter let out a sigh of relief as he drove off, glad he wasn't being grilled any further.

"Who was that?"

Peter perked up, turning to see Gwen walking up to him.

"Just some guy I work with at the Bugle."

"Looked like he was insistent about something."

"Eh, it's no big deal," Peter replied as the two began walking off. "Besides, I've got blogger things on my mind."

Gwen noted the look on his face. "You're talking about Doctor Octavius, aren't you."

Peter nodded. "I want to believe the Otto I know is still in there but… with the stuff he's done… I just don't know. At the same time though… is it really right to give up on a friend?"

"Wow Pete… I… wish I had the answer. My first instinct is to say you should stick by someone no matter what. But with what Otto's done… I think you have to ask yourself if the Otto you know is still in there. Cause if not…"

"I know…"

There was a bit of a pause before Gwen spoke again. "Well, there is one friend we can still try to help."

"Harry. Guessing the talk didn't go well."

"Not at all. He's been avoiding us ever since. I'm really starting to get worried."

"You should be," someone else commented.

The two stopped and turned around, seeing Liz walking up to them.

"Liz?" Peter let out. "What are you-"

"I ran into Harry today," she cut off, holding up the vial. "And found this."

Peter took the vial and read the label.

"Globulin Green?" Peter read aloud. "What is it?"

"I think it's some kind of… steroid or something. He said it's what helped get him on the team."

"Harry's been juicing?" Gwen realized. "That's why he's been blacking out."

"And if this keeps up," Liz dreaded. "Or someone finds out…"

"Liz…" Peter spoke up, walking over to her. "That's not gonna happen. No one is gonna find out about this, and we're gonna help Harry."

Liz looked up at him, seeing the sincerity in his face and deciding to take the chance. "Alright… what do we do?"

In the days since his battle with Spider-Man, Doctor Octopus had used his ill gotten funds to make several black market deals for the materials he needed for his new fusion reactor. Thanks to the metallic arms, he was able to make tremendous strides in the reactor's construction. He was even able to take a quick smoke break as the arms assembled another one of the components in rapid time. Once the component was in place, he put it inside one of the metal spires needed for the reactor. Using all four arms, he carried the spire over to where the remaining three were set up and lifted it into place. Once it was up right and aligned just so, he stepped back, gazing up at the finished product.

"A true masterpiece," he marveled. "Oh, Rosie, I can't wait for you to see it. But first," he turned away, raising his arms threateningly. "We have one more little chore."

Sometime later at the Coffee Bean, Peter was waiting outside the door, looking down both ends of the street as though he were waiting for someone. He looked down the street again, seeing Harry walking toward him.

"Harry!" he called out. "Over here!"

"Hey Pete," Harry greeted. "Glad we could meet up. It's been a while since it was just you and me."

"Well, I… felt like it was time."

With that, the two friends went inside. Harry's smile suddenly faded when he saw Gwen and Liz sitting at one of the tables. His eyes narrowed at the sight as prepared to leave, only for Peter to stop him.

"Whoa, take it easy pal."

"You set me up!" Harry challenged.

"You wouldn't have come if I didn't."

"So what is this? An intervention?"

"Call it whatever you like," Gwen chimed in as she and Liz stood up. "But it doesn't change the fact that we want to help you."

"I don't need help," Harry insisted, brushing past Peter.

"Yes you do!" Liz countered, getting in front of him, preventing him from leaving. "That stuff could be dangerous and the black outs might be the tip of the iceberg. Plus if anyone find out, you could be expelled or something."

"Why do you care so much?" Harry challenged. "All I am to you is a rebound from him," he gestured to Peter.

"That's not true!" Liz pressed. "It may have started that way, but I do care about you," she took his hand. "And I don't want you to get kicked out of school or worse."

"Unbelievable," Harry let out. "I finally have everything I wanted in life, and my so called friends are trying to tear it away from me!"

"We're not trying to do anything," Gwen insisted. "But you have a problem and unless you can admit that-"

"It's easy for you, Gwen. you and Pete have enough brain power to do anything. And Liz can coast by on her popularity. But me? I'll always be stuck in the shadow of my father. With the green, I can finally make something of myself. And no one is going to take that from me."

"Harry-" Peter began to interject.

Before he could say anything his spider sense started blaring, warning him that something was coming. On instinct, he leaped toward all three of them and tackled them to the ground just as a car crashed through the front window. The patrons all fled for cover as the four of them hit the ground, with Peter barely moving his head to avoid the tire of the car. It crashed toward the back wall before coming to a stop, allowing everyone to pick themselves up, with Harry immediately going to check on Liz.

"Are you alright?" he asked, helping her up.

"Yeah… yeah, I think so," she confirmed, still disoriented by it.

"Gwen, you good?" Peter asked, helping her up.

"Yeah… what was-"

Hearing something coming from outside, they all turned to see something coming toward them. Out of the soot and smoke emerged Doctor Octopus, whose arms carried him toward the shop before lowering him to the ground, a smug look gracing his face.

"Well, what a pleasant surprise," he mused. "Hello, Peter."

"Doctor Octavius…" Peter let out, stepping forward. "What are you doing here?"

"I have some unfinished business to take care of."

"Look," Peter insisted, stepping forward. "No one else has to get hurt. You and I can work something out."

"Oh Peter," Otto mused, raising a metallic arm. "I'm not here for you."

The arm shot out, skirting past Peter as it closed in on its true target, Harry. The arm wrapped around him and pulled him in close, much to the surprise of the others.

"Harry!" Liz cried out.

"Let him go!" Peter demanded.

Doc Ock quickly grabbed him and pulled him in close.

"I don't want to hurt you, Peter," Otto addressed. "Our time working together has truly meant a lot to me. But I do still have work to complete, so I'm asking you to pass along a message to your arachnid friend. I've noticed he hasn't been seen in some time. I request that he keep it that way until my work is done."

"You don't have to hurt anyone," Peter pleaded. "Let Harry go."

"I am sorry Peter… but I can't."

He then tossed Peter aside, sending him crashing into a nearby table.

"Wh-what do you want with me?" Harry questioned, squirming in Otto's grip.

"From you? Nothing. But your father and I have unfinished business."

With that, Doc Ock stormed off, carrying a terrified Harry within his grip as he did so. As he made his getaway, Gwen and Liz went over to Peter and helped him up.

"Are you alright?" Gwen asked.

"Yeah…" Peter replied, lamenting that Harry was gone. "No…"

Sometime later, the police arrived at the coffee shop, with some paramedics looking over Peter after his encounter with Doctor Octavius.

"Did Octavius say why he took him?" Yuri asked them.

"He… he said he had unfinished business with Harry's dad," Gwen answered. "Not sure what he meant by that."

"Otto has history with Norman," Peter answered, getting their attention. "This could be his way of getting payback."

"If revenge is all he wants, then why rob that bank?" Yuri wondered.

"I… I don't know."

"Well, if you can think of anything else," she replied, handing him a card. "Call me."

Peter took it before she left. He then turned toward Liz, seeing her visibly concerned for Harry's well being. He knew that Spider-Man would have to step up… but he was uncertain if he was up to the task.

That night at the Oscorp penthouse, Norman was on the phone with the police about the situation.

"No, I don't know why Octavius would do this," he said in a harsh tone. "He's insane! Now do your job, and get my son back!"

He hung up the phone, resisting every urge to throw it against the wall. Instead, he poured himself a drink, taking a sip to try and calm his nerves. Just then, there was a loud rumbling coming from outside. Curious, he got out of his chair and slowly made his way outside. As he approached the edge of the balcony, he slowly peered over the side with mild trepidation. Just then, a claw shot out and struck Norman in the chest. It knocked him to the ground, causing him to drop his drink. Before it hit the ground though, a metal arm shot out and grabbed it. It then pulled it back toward Doc Ock, who was standing on the edge of the balcony, looking down at Norman with a smug look.

"Hello, Norman," he greeted, taking a sip.

"Otto?!" Norman let out in shock. "You psychopathic fool! Taking my son?! Are you out of your-"

An arm shot out to his face, causing him to become silent. Otto couldn't help but smile in response.

"Ah, the look on your face," he mused. "I've always wondered what it would look like. The realization that everything you hold dear now rests in the hands of someone… who cares very little for you."

"So that's what this is all about?" Normal responded, getting to his feet. "To torment me? This is my son's life we're talking about!"

"Worry not, Norman. I won't harm him. What's that saying you used to have? 'When one person has something the other wants, a deal can always be struck'."

"Alright, what do you want? Money? The company?"

"... precious tritium," he responded, tossing the glass aside and lowering himself to Norman's level.

"What?!"

"Only, I'll need much more of it this time."

"More?! Are you out of your goddamn mind?! You'll destroy the city!"

Otto shook his head mockingly in response. "Such a disappointment. And here I thought you might actually care about someone other than yourself. I guess I was wrong."

He turned to leave, Norman clenching his fist in response.

"Wait!" Norman called out, causing Doc Ock to turn back as he let out a sigh. "There's a Tribeca Warehouse in the Upper West Side, near the train tracks. Meet me there tomorrow at 3 PM… I'll give you all the tritium you need."

Otto smiled in response, enjoying seeing Norman's suffering. "Have it ready."

He then took off and left, climbing down the side of the building as Norman raced to the edge.

"Don't hurt Harry!" he called as Otto disappeared from sight.

Norman turned away from the balcony, one hand clenched into a fist and another nursed his head. Finally steeling himself, he walked back into his office, certain of what he had to do.

The next day, Peter sat on the bus, looking out and lamenting the situation with Harry.

I know what you're thinking. Why don't I just suit up and find Octavius myself? Because it was more than apparent that I was out of my league. So I decided that if I couldn't beat "Doc Ock", I'd enlist the help of some heroes that might, the Fantastic Four.

When the bus came to a stop, Peter got off, and saw the Baxter Building within his sights. He quickly made his way down the street, catching a glimpse of something on a set of TV screens in a store window nearby. He looked back, seeing a news report on what appeared to be the Fantastic Four.

"We now go live from the coast of Chile, where the Fantastic Four are in the midst of a battle against a sea creature of unknown origins."

"Oh you've got to be kidding," Peter let out, slamming his head against the window, unknowingly cracking it a little.

"Before the battle took place, our news station managed to get an interview with one Johnny Storm, the Human Torch."

"Oh brother," Peter remarked, turning to leave.

"Johnny, tell us how the Fantastic Four have been able to come out on top after so many incredible battles?"

"Well, I'd like to say it's been pure skill and charisma," Johnny commented. "But truth be told, it hasn't been easy. We've taken a few blows along the way."

That last comment got Peter's attention, causing him to walk back and listen more.

"But we never let those defeats keep us from doing what we have to do. We soldier on and do what we have to do."

As strange as it is to admit, hearing Torch speechify like that… it felt like he was talking directly to me.

"Ability alone isn't enough in this line of work. It takes fortitude, and a steel focus on the mission at hand. Our motto is Never Say Die. So no matter what life throws our way, whatever strange and fantastic threats we come across, we face them head on, no matter what. And we never give up."

Peter stepped back, taking in everything that Johnny had said.

"... what am I doing?"

He quickly took off down an alleyway, stripping off his civilian clothes so he could don his Spider-Man costume. The second he slipped the mask on, he leaped up and fired a webline and swung off, ready to go into battle once again.

Some superhero I've been, huh? My best friend was in the clutches of a madman and what have I been doing? Sinking into self pity. That wasn't going to help Harry, action was. I knew no matter what personal problems I was dealing with, I couldn't let it keep me from helping people that need me. Especially those closest to me.

At Octavius' warehouse, Harry pulled on the chain that was shackled to his leg, trying in vain to free himself. Octavius had departed for his rendezvous with Norman, so he was left alone. He pulled on the chain with all his might, hoping he could yank it off the wall. It refused to budge however, causing his grip to give out and make him fall to the ground. As he fell, he felt something in his back pocket. He fished into it, pulling out a vial of the green liquid. Looking at it before turning back to the chain on the wall, Harry decided that it was at least worth a try. So, he downed the liquid before trying again, this time, causing one of the links in the chain to crack.

Across town, a limo pulled up in front of a warehouse that was nestled near a train track. The back door opened, allowing Norman to climb out with a briefcase in hand.

"Keep the engine running," Norman told his driver as he made his way inside.

Norman entered the building, unaware of the hidden figure of Spider-Man watching from across the street.

"Good thing I decided to tail you, Norman," he remarked before swinging toward the building.

"Hello?!" Norman called out into the seemingly empty building. "Octavius!"

Just then, the door slammed behind him, much to his surprise. Still, he maintained his composure as he marched on. Suddenly, the lights flashed on, temporarily blinding Norman as Doc Ock lowered himself to the ground.

"Norman," he greeted as he touched down on the ground. "Welcome. So glad you could make it."

"Where's Harry?" he demanded.

"In a moment," Otto replied. "But first…"

An arm shot out and grabbed hold of the briefcase and wrenching it right out of his hand. Otto pulled it in close and opened it up. Inside was a large crystal of tritium, much to his delight.

"Perfect…" he mused. "Soon Rosie… your dream will become a reality."

"You have what you wanted. Now give me my son!"

"So sorry," Doc Ock replied, taking the tritium out of the briefcase and tossing the case aside. "But I don't take requests."

"If you hurt him-"

One of Ock's arms shot out and grabbed him, lifting him upward.

"Oh he'll be fine I assure you," Ock promised as another arm's claw began spinning like a saw blade. "As for you however… this is for Rosie!"

Before the blade could make contact with Norman, a web shot out, stopping it. This caused Norman and Otto to look up and see Spider-Man hanging from one of the walls with a web line in hand.

"Sorry, Doc!" Spider-Man challenged. "But your reach just exceeded your grasp!"

"Spider-Man!" Doc Ock and Norman let out.

"I warned you to stay out of my way," Otto told him. "Now, your career of interference has come to an end!"

"Some career," Spider-Man remarked. "No salary. No vacation days," Ock fired out one of his arms, causing Spider-Man to leap out of the way. "And talk about on the job health hazards!"

He fired a web line and swung toward Ock, kicking him in the chest and causing him to release Norman. Norman quickly picked himself up and made for a nearby door, quietly slipping out. Ock picked himself up as Spider-Man landed on a wall, staring him down.

"You can't scurry away so easily!" Ock challenged, shooting his arms out toward him.

Spider-Man easily leaped across the wall, doing his best to keep ahead of the arms. He tried leaping forward toward Doc Ock, but got knocked away by one of the arms, causing him to collide with some of the boxes. Spider-Man became disoriented as one of Otto's arms wrapped around him.

"I've already demonstrated the might of my metallic arms," Doc Ock declared. "Did you really think you stood a chance?"

"The thought had crossed my mind," Spidey replied before getting slammed against a wall.

"Don't waste your time thinking," Ock remarked, smacking him against the walls repeatedly. "They may be the last thoughts you ever have."

After slamming him into one more wall, Ock raised another arm, its pinchers retracting as a blade popped out of the center.

"Something I added in case you were foolish enough to cross me. Goodbye, Spider-Man."

Ock thrusted the blade forward, prompting Spider-Man to catch the arm with his feet before it could impale him. Ock concentrated his mental might in thrusting the arm forward, only causing Spider-Man to fight back even harder to avoid being stabbed.

"Can't… give… up…!" Spider-Man told himself, straining against the strength of the arm.

Just then, the back wall was blown open, knocking the two of them back and causing Ock to free Spider-Man.

"What was-" Spider-Man started to ask.

Just then, an all too familiar laughing filled the air, prompting Spider-Man and Doc Ock to look up and see a menacing figure emerging from the smoke.

"Is this a private fight… or can any nut in a costume join in?" asked the foreboding voice… of the Green Goblin.