Disclaimers:

All Spider-Man and all its related characters belongs to Marvel Entertainment, which is owned by Walt Disney Company, and the Sam Raimi Original Trilogy belongs to Sony Pictures Entertainment. No infringement of these copyrights are intended, and not authorized by copyright holders.

Taking a sip of his own personal whisky in the lounge room of his father's, or rather now his penthouse, Harry Osborn was patiently waiting for the scientist's return with the man he claimed to be the murderer of the one person he had left as a family.

When he heard a loud thump from outside his balcony, Harry immediately turned around to see Doc Ock holding Spider-Man and Spinneret with his mechanical arms, both of which were wrapped in strong, metal bar wires.

"Where do you want him?" Doc Ock said, as he nodded towards the unconscious hero.

Without a single word, Harry just slowly lifted his finger and pointed at the sofa bed that was in front of him, the same sofa he founded Spider-Man laying his dead father's corpse on that night. Seeing him actually being placed there before his eyes, Harry was left somewhat in an awestruck trance as he was still in disbelief that this was actually happening.

"And her?" Ock referred to the out-cold Spinneret.

When Harry snapped out of his trance, he shook his head, not giving a single damn about Spider-Man's partner.

"And the tritium?"

Harry turned back to the large oil painting frame of his late mother behind him and opened it to the side, revealing a hidden vault behind it. He then slid the handle upwards, opening vault to see the tritium that was stored inside. The isotope itself looked like it was large enough to fit into the palm of a hand, compared to the previous, much smaller one.

Needing to take a look for himself, Ock dragged Harry out of the way with one of the mechanical arms before he could grab the tritium out of the vault. Taking off his sunglasses to witnessing the tritium with his own eyes.

"Yesssssss," The scientist let out a quiet echo, mesmerized by how magnificent and beautiful the golden isotope was right before his very eyes.

After taking a moment for himself, Harry looked back, only to see that Ock was already out with the tritium in hand and exited out of the penthouse the same way he got in, along with the incapacitated Spinneret, and just as one thunderous strike started illumining across the night sky, they were simply gone in a flash.

Now that he was just by himself now, Harry swiped a small silver dagger that was idling on a table as he was approaching the soon-to-be fallen hero. "If only I could cause you the pain that you caused me," He muttered with burning hatred in his voice, as he unsheathed his dagger.

"First, let's see who's behind the mask. I get to see your eyes as you die."

When he did rip the mask from his face, what Harry experienced next was not what he expected at all. He was instead met with shock of beyond disbelief when he saw the one person he couldn't comprehend was actually behind that mask.

It was his best friend, Peter.

Harry started to stumbled back in frightened panic as he was stuttering his jumbled words, looking back and forth between Peter's face and the Spider-Man mask in his hand, still not able to believe his own two eyes.

Gathering his strength to effortlessly removed the hard barded wires from his torso, Peter just simply got up from the bed and confronted his best friend, who was squirming on his seat that he laid back on. "Harry, where are they? Where is he keeping them?" He inquired. "He's got MJ and her sister."

Harry shook his head, still not able to process his thoughts properly from the unbelievable truth that was standing on top of him. "No... all he wanted... was the tritium."

"Tritium?" Peter's eyes widened in realization. "He's building the machine again. When that happens, they'll die, along with the half of New York. Now, where is he?"

That's when another thought occurred to Harry. "Mary Jane... was she...?" He couldn't let the words out, not wanting to accept the fact that his old ex was also actually Spider-Man's partner Ock was holding this whole time.

Peter closed his eyes, now just grasping onto the fact that, due to him being unmasked to his best friend, he also unintentionally revealed MJ's secret to him as well.

His dead silence was all Harry needed to realize that undeniable fact. He looked down, feeling more heartbroken that Mary Jane was never meant to be with him but with Peter all this time. The burning feeling of jealous just shot through his tears. Despite all the hatred, Harry looked up at him with another haunting question.

"Did you also... killed my father?"

Peter sighed in contemplation. As much as he really wished to reveal the true circumstances behind the death of Norman Osborn, he also had to keep his dying wish he and MJ promised, that he only wished to be remembered as a good father, not a monster.

After a short, yet another anticipated silence, Peter swallowed a deep lump in his lungs and instead dodged the question. "There are bigger things happening here... than me and you," He said with somber, very serious tone.

"Please, Harry, I have to find MJ and stop him."

Meanwhile, Spinneret was starting to feel herself awakening from her knocked-out-induced slumber. When her vision's almost fully clear, she realized she found herself actually tied by metal wirings around her torso and legs as she was being carried by Doc Ock's mechanical arms.

The heroine tried to use her exhausted strength to break free from her entrapped bindings, but her futile efforts didn't go unnoticed as the metal arm around her just tightened itself, making her grunt painfully, taunting her with a squeeze.

"Ahh, I see you're finally awake," Doc Ock said with an evil smile.

Spinneret groaned, not liking the kind of position she found herself in right now. Then, after a few moments of struggle, the heroine realized someone's was missing. "Where's my partner? What have you… done with him?" She demanded angrily, yet with a hint of fear in her voice.

"Oh, he'll be just fine; my old investor is tending to him, personally."

"Your… investor?" Spinneret almost felt her tears at the thought of the boy she loved already taken away from her, though she tried her best to deny such a possibility.

"Don't you worry too much, my dear," Doc Ock smirked evilly. "I'd be more worried about myself if I were you."

"What do you mean by that?"

Just as the question came straight out of her tired lips, it was instantly answered when she just saw that they were nearing the shoreline.

"Do please send my final regards to your 'beloved partner'."

And as he said those sarcastic words, Doctor Octopus, without a single feeling of remorse, just simply toss the poor heroine over edge and left her to be drowned in a seemingly bottomless pit of New York's deep ocean waters.

After several moments of standing in participation, now that his final enemy could no longer be seen, Doc Ock let out a satisfied evil smirk and moved away from the shoreline.

At the near bottom depth of the ocean, now being left with nothing but her own self-loath, Spinneret didn't even try to break free from her bar wires, due to her dread at being a failure, not just to herself to stop the mad scientist but also to those she loved being taken away from her.

Then, all of the sudden, a strong familiar tingling started going on at the back of her head, making her let out a happy smile of relief, because it could only mean one thing.

He's actually alive and about to be very close by.

Now feeling a bit more motivated to get out of her predicament, and knowing that the love of her life and her sister wouldn't want her to give up either, Spinneret mustered up every strength she had before finally breaking free from her metal bonds.

No longer bounded to the bottom of the river, Spinneret flapped her limbs to rush her way back to the surface, hoping she still had time to rejoin the love of her life.

Smiling in anticipation to see his dream finally about to become real once more, Doc Ock already had his specialized goggles over his eyes as he was inspecting the magnificent isotope that was being held by the claws of one of his mechanical arms.

Not too far from behind the four-armed scientist, the poor Gayle Watson was trapped against a pillar, currently tied up by the rusty iron chains surrounding her arms and legs, no doubt for Ock to ensure she wouldn't escape from his hideout.

"Hey! Hey!" Gayle demanded angrily for the four-armed scientist's attention. She then tried a fingerless whistle with just her lips, which did the trick, as the villain now turned his head towards her as he lifted up his protective googles for the moment. "Look, I don't care what you got going on with your little science project, but you better let me go now!"

"I can't let you go, you'd bring the police," Doc Ock refused. "Not that anybody could stop me now that your city's two beloved heroes are dead."

Gayle almost let out a scoff of disbelief when she heard those words from the four-armed villain, not taking his words seriously. "Like I would even believe it from the likes of you."

"Believe it," With that, Doc Ock ceased this pointless conversation and turned his attention back to his fusion reactor, focusing his efforts on making his dream finally a reality once more.

After the next few moments, the fusion reactor was activated once more, the tritium itself was turned into a burning ball that resembled a mini sun, shrouding the dark interior of the abandoned warehouse in its orange-ish glowing brightness.

Witnessing it from somewhat afar, Spider-Man was idling by the archway on the ceiling, waiting for a perfect moment to make his entrance.

Unknowingly, Doc Ock let out a small grin, already mentally aware of one of the two spider-themed heroes about to close in, due to one of mechanical arms catching an instant glimpse of his silhouette in the background. By claiming ignorance to his presence, he just continued focusing on his experiment for a right moment to strike back.

Just when Gayle thought there was no hope for her to escape from this place, she felt herself jumped in surprise with a quick, soft gasp when she heard a male's muttered but audible voice.

"Ms. Watson?"

The moment Gayle glanced above her shoulders, she actually saw the Wall-Crawler himself in the flesh for the first time. "You?"

When Spider-Man looked around, he noticed someone's missing. "Where's Spinneret?" He murmured.

"I thought she was with you?" Gayle replied back in a whisper.

Closing up one of his fists in fear at that knowledge, all Spider-Man could do, for now, was focusing on getting her big sister to safety. "Listen, as soon as I get you free -"

Abruptly cutting their conversation short, a metal bar was thrown at the hero, which made Gayle screamed in shock, forcing him to dismount from the pillar and backflip a considerably distance away.

As Spider-Man landed in his respective crouching stance, already on guard on what just hit him, he saw that Doc Ock was now paying his attention on the miscreants trying to stop his fusion experiment.

"I should have known Osborn wouldn't have the spine to finish you," Doc Ock said growlingly.

"Shut it down, Ock. You're gonna hurt a lot more people this time."

"Oh, that's a risk we're willing to take."

"And what did you do to my partner?" Spider-Man inquired in an angry, desperate tone.

"Oh, don't worry about your feminine friend," Ock let out a smirk at the mention of the drowned heroine. "I think she's already settling down for a deep drink."

"You didn't...?" The hero's words trailed off in a horrified matter as he was now processing the fact the love of his life was taken away from him.

"Oh... yessss."

Feeling his teeth seething with anger that was boiling underneath at the possible fact his love of his life was taken away from him, Spider-Man just suddenly leaped out at him with a loud cry of fury in a way a predator would angrily lash out that had the misfortunes of crossing its path.

While Gayle was still chained to her bindings, when she was left alone to witness the confrontation between Spider-Man and Doctor Octopus right before her very eyes, she noticed how much intense it was; the way the hero was so concentrated to throw his fists and agility around the four-armed villain, Spinneret must really mean a lot to him to go to such extremes, like anyone would when they truly cared about the wellbeing of those they loved the most.

Already having enough of the annoying Wall-Crawler bouncing about, Doc Ock managed to get one of his mechanical arms to grab him by the foot mid-jump and had him launched sky high out of the warehouse.

Now, just as the Wall-Crawler found himself dangling far and close to the clouds, he suddenly felt a tight grasp along his forearm. When he looked up in reaction, Spider-Man was met with a surprising bombshell the instant he saw who it was.

"MJ?!"

"Missed me already, Tiger?"

And upon seeing her boyfriend's shock of expression morphed into an acknowledging smirk and signifying nod in that split moment, Spinneret returned with the exact expression of her own before then asserting her strength and hard mid-air spin of her body, propelling him back into the same warehouse he was thrown out of.

Skyrocketing his way back in, Spider-Man led both feet first into the glass window, catching Doc Ock off-guard, before firing another web-line to redirect his dive into the villain's chest with such force, it smashed through the wooden floorboards that he was standing on.

As those two were occupied with their face-to-face confrontation in the waters underneath, Spinneret broke her way in the same way the love of her life did and landed right next to the brunette, catching her by surprise.

"Hang on, I'll get you out of here," Spinneret said swiftly, as she was using her bare hands to break the chains.

After freeing Gayle's hands from the pillar, the lower bindings, all of sudden, started lifting her legs and pulling her into the core of Ock's chaotic fusion reactor, making the Watson girl panicking in fear for her life.

"GAYLE!"

With that fearful screech for her sister, Spinneret thrusted out both her wrists and quickly shot a double web-line around her sister's freed hands. Mustering her strength and clinging on to the surface she was standing on with her adhesive feet, to the heroine's relief, she managed to pull Gayle away from the fusion reactor and grabbed her hand mid-air before landing her safely.

"Are you okay?" Spinneret asked concerningly, as she dragged herself and the brunette away from the danger and to the furthest wall of the warehouse.

"Yeah, I'm okay," As Gayle felt she was calm enough, she then raised eyebrows when she remembered the heroine just spoken out her name out loud, even though to her knowledge, this was merely the first time they ever encountered one another. "Wait, how do you know my name?"

Before Spinneret could even get out of that awkward question she just so happened to stumble herself in, a loud clanging crash was heard.

The moment redhead turned around, she was met with frightful eyes under her mask when she witnessed the four-armed villain just had the hero being tossed around and banged against the surrounding rusty iron structures.

Unable to bear seeing the love of her life then just being picked up by a single claw of Doc Ock's mechanical arms like a lifeless ragdoll, Spinneret gave one more look to her sister.

"Stay here," And after that muttering exchange, with an opportunity open to strike, Spinneret tried to jump up high and land down a strong kick from behind, but another mechanical arm then did a quick turn and grabbed her by the chest, as if Doc Ock somehow knew she would strike.

Spinneret then got smacked around the supporting structures in same way Ock did with Spider-Man before being pulled next to him.

Doc Ock smirked as he now had his two foes at his mercy. Two of his free mechanical arms then pointed at Spider-Man and Spinneret, shooting out a sharp tool that was ready for a deadly strike.

Little did the arrogant scientist realized, Spider-Man gave a quick glance and nodded to Spinneret, silently referring to the large, thick copper wire that's so happened to be residing on Doc Ock's foot. Already knew what's his plan of fighting back, Spinneret let her dangling body limp a little longer.

"Let's see you two scurry your way out of this."

And at that exact moment of Doc Ock's enacting strike was when he made another miscalculation; the Spidey-Couple went in sync when they shot their respective double web-lines at the copper wire, lifting it from the wooden floorboards, spills of electricity started spreading out from within.

Now freed from Ock's grasps as he was currently convulsing from a lethal doses of shock therapy, Spider-Man gestured Spinneret towards the end of that same wire, where it was connected to one of the four spine-shaped arches of the fusion reactor itself.

Leaping together to the machine itself, the two heroes had their hard grip around the copper wire, groaning as they were struggling to pull apart its thickest material, until finally, lines of flashing sparks began leaking through the violently expanding cracks.

And then... SNAP!

Words: 2981

A/N: Snap, indeed. Just two more chapters to go, and we'll finally reach to the ending of this 2nd parter of the trilogy.

And if you guess right, the next chapter will be some heart-to-heart moments, each for Peter and Mary Jane with their respective talk-to's.

Anyway, any constructive criticisms and comments would be greatly appreciated. I hope you enjoy reading this chapter.

Reviews:

DCDGojira: Thanks for your review again.

TW: Glad you enjoyed it.

ian . cotterill . 56: Great to hear it.

As for why I skipped Spinneret's solo fight against Ock, it's because I thought it would've been repetitive to have her lose again, especially when this is literally after that chapter, and on top of that, I felt it might distract from Peter's moment to suddenly switch to MJ's perspective.

For my process of writing my take on Spider-Man 3, make no mistake, the conflict we always seen between MJ, Peter and Harry from the film is still in play. While I can't give anything away, just know that, due to that strong bond, it'll only make the guilt much more heavy to bear when the time comes.

CT311998: Appreciated your words.

Cosplayer9615: Cheers for your review.

And with Harry, unfortunately from that point, it's already much harder for the three to get even get started on that conversation. Holding a grudge for two years, only to turn out those grudges were about your friends all this time can have a major effect on your emotions, and not in a good way.

Batrenz: Thanks, dude.