The garden was thick with smoke in under a minute.

The hot air crept up beneath Spider-Man's mask with pointed fingers, poking at his eyes and making them water, his throat was burning too, and his chest stung horribly where Mysterio had hit him. He blinked away the pain and the tears though, as he dodged yet another series of fiery bolts from Mysterio's fingers.

It was a losing battle, Spider-Man knew that already. There were so many drones flying around, working in perfect coordination to project Mysterio's massive hologram and shooting very real fire all the while. Spider-Man's spider sense was going haywire from all the real and fake threats and whenever he was able to successfully track and smash one of the drones, two more seemed to be there ready to take it's place.

He swung high, in a wide orbit around Mysterio's enlarged head, scanning the grass below for his classmates. Through the smoke, he caught a flash of white – Black Cat, her hair swishing as she ran, shepherding the last of the students through the doors out of the garden.

They had escaped the fire, but they were still far from safe. A group of Mysterio's imps had materialized and were swarming towards the door, giving chase to the retreating class. Spider-Man finished his swing – Mysterio's head turning to follow his movement, tracking him with an eerie, silent stare – and then he dropped.

He fell like a stone, firing off a web just before he hit the ground and jerking upwards, fast, his momentum carrying him forward to smash through the cloud of imps like a bowling ball. They scattered, for now, some of their holograms flickering and failing as they fell away.

Spider-Man continued swinging forward and slipped out the doors from the smoke-filled garden, nearly landing on top of Black Cat in the hall.

She caught him under the arms.

"Are you alright?" She asked, a worried tinge to her voice he'd only heard a couple of times.

"Never better." Spider-Man coughed. "You?"

"Could be a little better."

"Yeah…" He had to agree. That had not gone according to plan.

He did a quick count of the students in the hall just ahead of them, and only when each was accounted for, did he allow himself a heavy sigh of relief, sagging forward against Black Cat.

She stiffened, her arms turning into steel rods to hold him upright.

"You can rest later, Spider." She said lowly. "We've still got company."

As much as he loathed to move (Black Cat was admittedly wonderful to lean on, firm and soft all at once), Spider-Man craned his neck around and saw that, sure enough, the imps were regrouping in the garden. He could see them shifting through the smoke-filled doorway, flying unsteadily towards the hall.

"I don't suppose you'd have some kind of anti-demon or anti-drone tech on hand… a super taser maybe? Some holy water?"

"Sorry, I think I left my EMP at home. You're the one with the gadgets anyways, not me."

"That's generous." Spider-Man sighed. The only gadgets he had were his web-shooters. With great effort, he staggered out of Cat's arms. "Get everyone to the stairs. I'll slow them down."

He forced himself not to look at her. Even with his mask, the eye-contact would only encourage the argument he knew was forming on her tongue. She was always hesitant to leave him, and they could not afford to hesitate, not when they had a group of frightened teenagers on one side and a flaming ball of monsters on the other.

Spider-Man was about to urge her again, when he suddenly heard her turning, voice rising to call for the class to start moving again. He listened to them retreat, chest tight, before turning his attention back to the garden.

He flexed his wrists and, with a simple plan in mind, started criss-crossing the hall with strands of webbing, connecting the walls to the ceiling to the floor, weaving a sizable web right in the middle of the corridor.

While not exactly pretty, it was still one of his larger works (the biggest was a net on the Brooklyn bridge that had successfully stopped a crashing helicopter mid-air – he was pretty proud of that one). His hands were nothing but twin blurs as he flicked his wrists over and over, putting the final touches on the web just as the horde of imps swarmed into the hall.

He held his breath as they flew straight into the webbing with absolutely zero hesitation and watched, with no small amount of satisfaction, as they were all ensnared. They pressed up against the webbing, stressing the points where the net connected to the hall, with their tiny, red arms reaching through the gaps as if desperate to reach him.

Through the squirming mass, silhouetted against the flickering flames inside the garden, Spider-Man could see Mysterio's unmistakable outline. The stab of panic that ran through him at the thought that someone was trapped in the burning room was unavoidable, but Spider-Man made himself to stay still and watch, because that wasn't Mysterio, not really.

Mysterio – or the drone projecting him – said nothing and made no move and, after a second, Spider-Man was left with no choice but to turn away and start down the hall after the class.

He caught up to them quickly.

He burst through the door into the stairwell and was faced with Black Cat again, who whirled, claws coming up, only to relax when she saw him. To his surprise, the class was climbing the stairs and heading higher up the tower. He could hear the sound of many feet on the flights above and the sounds of people bouncing off the metal railings and each other.

"We need to go down, not up." He said, looking to Black Cat.

"Not really an option, I'm afraid." She said and gestured over the nearest railing.

Spider-Man looked, leaning over and peering down the spiraling stairwell to the lower floors, far far below. It took a second, but then he saw them – a shifting, fluttering mass of yet more imps, flying up towards them in uneven, circular motions. Their beady eyes glowed bright red under the fluorescent lights in the stairs and smoldering ember lights flickered in their open mouths.

As he watched, one of the closer imps spat, shooting a bolt of fire up at them. The flame passed close enough to Spider-Man that he could feel the heat on his face as it whipped past and he twisted his neck, following its trajectory upwards. A few students above let out cries of fear as the fire flew up the stairwell past them.

"Watch our backs, make sure there aren't any stragglers!" Spider-Man ordered and, trusting that Black Cat would, vaulted over the stair rail. He fell boot-first onto the head of nearest imp, shoving it downwards on top of its friends and sending them tumbling, as he sprung off it. He climbed, firing off a webline to zip up the stairwell and sailing up several flights to overtake the class.

He landed on the steps in front of the group, finding Doctor Connors right at the head of the pack. Connors had stopped climbing and was trying to force open an exit door. He stopped when he saw Spider-Man, flinching away from him, eyes wide.

"H-Here," He gasped, face red and sweating. "Through here."

Spider-Man didn't ask for clarification. He sprung forward and kicked the door clean off its hinges. The metal door flew into a concrete corridor, ricocheting loudly off the opposite wall and leaving a sizable crack in the drywall.

"Go, go!" Spider-Man urged, swinging his arm to usher the class through. Doctor Connors led the way and Spider-Man watched carefully as the students filtered past him in a rush, a renewed wave of relief washing over him as Harry stumbled by, accompanied dutifully by MJ and Eddie.

Black Cat trailed the last of the students and came to a stop by his side.

"Persistent little guys, aren't they?" She commented, glancing down at the group of imps rising towards them still. "Are you getting the feeling that we're being herded somewhere, or is that just me?"

"Not much we can do about it now." Spider-Man sighed, although he couldn't help but agree.

He took her arm and pulled her after the class. He grabbed the dented door from where it landed on the floor and, with Cat's help, they wedged it back over the exit from the stairs so he could web it into place.

No sooner had they put up the barricade then Spider-Man heard the sounds of imps bouncing off it, hitting the repaired door with enough force to make it wobble in the web holding it in place. It seemed like it would hold though, at least for the time being.

Spider-Man spun on his heel, about to charge off again, but was stopped in his tracks by Black Cat's fingers wrapping around his wrist.

"Hold on a second." She said, pulling him around to face her. She held him steady and inspected the angry patch of pink skin on this bare chest. "That looks painful. We need to find you a first aid kit."

"It's fine." He tried to step out of her reach, but she held him firm. "What?" He asked.

"What do you think 'what'?" She hissed. "Mysterio lit you on fire just a few minutes ago."

"Yeah, now that you mention it, I do remember something about that actually." He said, sincerely hoping that the levity in his voice didn't sound as forced as it felt. The burn throbbed painfully with each breath. "Word of advice, don't chest a fireball like you're playing soccer. It's not good for the pectorals."

She didn't laugh – quite the opposite actually. The look she gave him could have shattered glass.

"Whatever." She said and her eyes flicked over his shoulder. "We'll talk later, after we're all out of here. Try to stay alive until then, if you can help it."

"What's that supposed to mean?"

"Nothing." Black Cat released her hold on him. "Come on."

The class hadn't gone very far ahead. Doctor Connors was still at the lead, his uneven jog having brought everyone down the passage to a set of double steel doors. He was rifling through his lab coat when Spider-Man and Cat caught him, glancing nervously around them as if the very walls might spring to life and attack - and given how they'd been hounded so far, Spider-Man couldn't say he blamed him.

He flinched again when he saw Spider-Man, nearly dropping a set of plastic key cards that he'd fished out of his coat pocket.

"Will you stop sneaking up on me, please." He gasped. "I swear you two are like a couple of ghosts." He wiped his sweaty brow on his sleeve, glancing around at the students around them. "W- we didn't lose anyone I don't think… Did we?"

"All present and accounted for." Professor Marconi answered breathlessly from his elbow. She was messy-haired, extremely pale, but unhurt. "Are you… um, alright... Spider-Man? That looks like a second-degree burn. You have some light blistering."

"You've got blisters?" MJ leaned in from nowhere to inspect his chest, brushing past Black Cat – who frowned. "I thought you were invincible."

"He's not." Said Cat.

"Light blisters." Spider-Man stated with emphasis. He took a step closer to Doctor Connors in an attempt to escape the eyes descending on him. He could feel everyone still looking though. The whole class had shifted closer, as if trying to catch a glance of his wound. "What do you have there, Doc? Keys?"

Up close, Spider-Man recognized several of the cards, including the badge that locked Doctor Connors's personal lab, but there were others – jade plastic squares marked with bold, red text that loudly said they required a high Oscorp security clearance for use.

"Yes. I- I think our escape options are severely limited at the moment, but I do have a place where I think we can hide – It's here, on this floor." Doctor Connors fumbled the cards again as he tried to sort through them, one-handed. Spider-Man stooped to pick up the ones he dropped. "Thank you. I don't usually have these many, but today was a… a special case, because of the tour, you see. This here was supposed to be the grand surprise, as it were. All ruined, of course."

"Yeah, well you know what they say about 'best laid plans'. For what it's worth, I think this has all been a very memorable experience."

"I, for one, will never forget my trip to Oscorp." MJ chimed in again.

"That's... what I'm afraid of, admittedly..."

A loud clang rang down the hall, drawing everyone's attention to the direction they'd come. The steel door that Spider-Man had webbed over the stairs had been loosed from the wall again and thrown to the floor, and a bouquet of Mysterio's imps were competing with each other to get into the hall, their wings fluttering madly.

Connors seemed to take this as impetus to finally select the right card. His slightly trembling fingers gripped a shiny green card so tightly his knuckles turned white. He turned and rushed towards the nearby set of polished steel doors, pressing the key-card against the small scanner set into the wall.

Spider-Man recognized the doors.

He'd been passed them a few times before, on nights when he and Harry had taken to exploring the tower when their 'work-study' in Connors's lab had been slow. He had suspected the doors were for one of Oscorp's more secure laboratories and when Harry had told him what – or who – was inside, he hadn't believed him at first, and truthfully didn't still.

There's no way...

A perfectly spherical camera the size of a baseball popped from a hole above their heads and swiveled on a thin mechanical arm, as if taking in the scene. After half a second of scanning, it abruptly retreated back into the wall, the small hole where it had appeared snapping closed behind it.

"Uh – D- Doctor Octavius! I know we're here behind the schedule we agreed on, but I really need you to open up!" Doctor Connors's anxiety seemed to have doubled. "This is a life or death situ-"

Black Cat was suddenly there, elbowing Doctor Connors out of the way and pushing a startled Harry directly in front the doors and holding him there by his collar.

"Harry Osborn is out here! Open up right now!" She said, loud and clear.

The camera reappeared, spinning on its axis to stare directly down to where Harry balanced between Cat and his crutches. There was a tense second, where no one said anything, and the sound of demon's scrabbling in the hallway behind them grew louder and louder – but then, the doors abruptly slid apart with a pneumatic hiss and Black Cat pushed Harry forward, with the rest of the students following close on her heels.

Spider-Man stayed where he was, firing blobs of webbing into the imps bearing down on them. When the last of his classmates had ducked into the lab, he followed, and the heavy doors closed behind him, locking them all inside and cutting off the outer world abruptly.

They were safe.

"Connors, you blundering imbecile!" A voice roared.

Mostly.

Liz Allen let out a scream and the class as a whole took two giant steps back, pressing Spider-Man against the lab doors. He jumped back to perch on the wall, peering over everyone's head to get a better view of the commotion. He caught a glimpse of the lab, a wide space populated with workbenches that were laden with scientific equipment, large islands of partially-dissected machinery, and curious, towering, amorphous shapes hidden under heavy tarps.

It was when he saw the man in the middle of it all that the air left his lungs.

Spider-Man had read all of his academic journals, watched each and every one of his interviews, followed his blog (which was highly controversial in certain scientific circles), and wandered the very same tower where he conducted his famous experiments, and yet…. despite all of that, seeing Doctor Otto Octavius in the flesh for the first time was like stepping into waking dream.

The famous Doctor Octopus.

He was the perfect blend of man and machine – at least in Spider-Man's eyes. Four shiny metal arms, thick as tree limbs and nimble as snakes, sprouted from Doctor Octavius's back, threaded through holes purposely slit into his lab coat. They were marvels of modern technology and were Doctor Octavius's only assistants in his vast laboratory.

Thunderous metallic clangs shook the floor as two of the limbs carried Octavius across the lab, setting him right in front of Connors, who seemed to resist the urge to shrink away.

"I told you explicitly – I would have no children in my laboratory – not under any circumstances, least of all some misguided attempt at instilling any amount of scientific aptitude among today's abhorrent youth!" Doctor Octavius, short as he was, used his tentacles to hoist himself so he towered over Connors. "I warned you! I said there would be dire consequences!"

"O- Otto, please." Doctor Connors was barely audible. "You can't be serious. Surely you're aware… you must have seen." He gestured weakly towards a workbench that was covered with monitors, all of which displaying different camera feeds. Spider-Man recognized one that showed the hall outside – swarming with imps – as well as other views throughout the tower. "The building is under attack! We've been chased all over the tower. We could have been killed by those things!"

"And what a tremendous loss that would have been." Octavius sneered in a voice that suggested it would have been everything but.

"Harry is here…"

"Indeed he is. Consider that your one saving grace. At least until Norman hears the tale of how you put his one and only son though mortal peril, of course."

Thinking it best he try to mediate, Spider-Man leapt from the wall – flipping over the class to land next to the two scientists. Both of the men jumped at his sudden appearance and Spider-Man was surprised when all of Doctor Octavius's arms suddenly twitched, snapping around to rear at him like hissing cobras. He raised his hands in what he hoped was a peaceful gesture.

"Doctor Octavius," Spider-Man tried. "It's an honor to meet you. I am huge, huge fan of your work. Thank you for letting us into your lab."

He offered his hand, but it went ignored. Octavius let out a kind of snort, a 'harrumph' that would have impressed Ebeneezer Scrooge.

"You shouldn't be here." He said. Behind his tinted googles, his eyes flicked over Spider-Man rapidly, before looking out over the students huddled near the wall. "None of you should be here."

"Otto, do you know who this is?" Doctor Connors asked.

"Of course I know, you dolt!" Octavius snapped. "Spider-Man – neither man, nor spider, but an obscene combination of the two. I've kept myself informed on your escapades these past few years. Tell me, do you produce your webbing organically though sub-dermal sacs?"

"Uh, no. All artificial, sadly."

"Truly a pity. Regardless, perhaps you'd allow me to dissect your corpse in the event of your death? I would be remiss if I didn't admit I am... mildly curious about your anatomy."

Before he could even so much as think of a response, Black Cat was at his side.

"Nope, nope. No. That's… just no." She said, waving her hands as if to dismiss the notion. "Listen, Doctor. I don't care if you didn't want us here, because it's too late for that. We're here. Is this room secure?"

"Ah yes, the sidekick." Instead of answering, Octavius chose to appraise Cat. Spider-Man felt a strange wave of heat roll over him, this latest snide remark strangely bothering him more than all the rest. "I know who you are as well."

"Then you should know what these can do, hmm?" Black Cat said casually, raising her hand and flexing so her claws glinted like knives in front of her.

To his credit, Doctor Octavius had the sense to eye the small blades warily.

"I'd advise against trying to hurt me." He said. "I could mobilize Oscorp's security system with a snap of my fingers and I assure you that the result would be most painful for you and everyone in this room."

"Even Harry?" Cat countered.

This gave Octavius pause and while he considered, Spider-Man took the opportunity to interject again.

"What my partner means to say." He began. "Is that the only reason we're here is because we're trying to find a safe place for Harry and his friends to hide. The situation in the tower is completely out of control and we aren't going to be getting out any time soon. If these students and Doctors Connors can stay here, at least for a little while, then Black Cat and I will go find Mysterio and put a stop to all this."

Doctor Octavius didn't look sold. He examined the class, who were watching attentively from the sidelines, a sour look twisting his heavy brow.

"Doctor, please." Spider-Man continued. "I swear it won't be long. The sooner Black Cat and I find Mysterio, the sooner we can get all of these students out of here."

That seemed to do it.

"This laboratory has some of the most delicate and expensive scientific equipment in the northern hemisphere." Octavius said very slowly and clearly, as if explaining something very simple to someone extremely stupid. "If so much as a caliper is misplaced – if anything is moved even a hair's breadth…"

"Hellfire and brimstone, I read you loud and clear." Spider-Man raised his hand to pat his arm, but thought better of it as the claws on Octavius's tentacles swung to track his movements. "Uh, thank you, Doc." He turned and waved to the class, who were all still sheltering against the wall. "It's alright everyone, you're safe here. Just don't… you know, touch anything."

Despite his reassurances, it took a few seconds before the students moved. They peeled away from the wall in two's and three's, skirting in a wide circle around Doctor Octavius. Exhausted, bruised, and more than a few singed, many of the students collapsed to the floor as soon as they found a clear spot. Eddie took one of the few chairs in the room aside for Harry, and while Octavius frowned harshly at this, he didn't verbally object.

Still, Spider-Man didn't like the way he glared at the students. He coughed to draw Octavius's attention to him.

"Cat and I will get going then. There wouldn't happen to be another exit out of this lab, would there? The one we came in is a little busy, I think." He said, nodding towards the doors to the hall. The sound of many tiny imp claws could be heard scraping against the metal on the other side.

"My personal elevator." One of Octavius's tentacles pointed across the lab to a set metal grate doors. They were open and though the doors Spider-Man could see a yawning blackness. "It travels directly down to the lower levels and also up to the roof. It has not been functional since this morning." He said bitterly. "I presume because of the happenings in the tower."

"Ah yes, the happenings." Black Cat said mockingly. She moved to the table with the multiple monitors and inspected one. "Looks like you had a nice view of the whole fiasco. Couldn't be bothered to lend a hand? Did you even call for help?"

"I was tied up with my experiments," Octavius said simply. "and my laboratory is completely impenetrable and self-sustaining. I could survive in here for weeks. I had nothing to fear, therefore I saw no reason for me to get involved."

"You're a real piece of work, you know that?" Black Cat said, low and dry. If Octavius heard her though, he didn't acknowledge it. What did get his attention though, was her stooping to grab a red, rectangular case from a shelf below the table.

One of Doctor Octavius's tentacles shot out, nearly too fast to see, and grabbed the other side of the box, nearly pulling it from Black Cat's grip as she straightened.

"I said NO touching!" Octavius snarled. "Have your ears been stuffed or are you just so blatantly tactless!"

"You're one to talk about tact." Cat shot back. She shook the box so the contents rattled and Spider-Man caught sight of the bold white cross painted on its front. "What's wrong? Can't spare a few first aid supplies for your friendly neighborhood Spider-Man?"

"That was not part of our arrangement."

"You're talking about the arrangement where we go fight a super-villain and his army of robots while you sit on your ass in this room and hide, right? Is that the arrangement you're referring to?"

"Cat, please-" Spider-Man said. "It's fine. I don't need it. Let's just go."

"He's hurt." She continued, ignoring him to glare daggers at Octavius. "He'll move faster if I patch him up. Just look at him."

Doctor Octavius did spare him a glance, his mouth twisting sourly once more. After a moment of consideration, his tentacle released its grip on the first aid kit, causing Cat to stumble back a step as she pulled away.

"If you are so feeble as to let some small burns and lesions hinder you, then fine." He said, then turned away. "But I expect this situation in the tower resolved and these children gone within the hour."

Black Cat seemed ready to argue that, her mouth opening, but Spider-Man cut in first.

"We're on it. Thanks again, Doc."

"That's Doctor to you, Spider-Man." Octavius corrected without looking and then he departed, his mechanical limbs shunting him across the laboratory floor to a far corner of the lab.

"I… feel like I should apologize for him." Doctor Connors said. He had been hovering nearby. "He's a brilliant physicist, but very... notorious for being difficult to work with. I thought of all days today he might be more agreeable, what with Norman convincing him to let me bring the tour through his lab, but well… you saw for yourself."

"He has a real god-complex, if you ask me." Black Cat said. She took Spider-Man by the arm and pulled him over to the table with the cameras. With a little more force than he thought was strictly necessary, she pushed him so he leaned against the steel edge of the workbench, and then started rummaging through the first aid kit. "Do you know him or something?" She demanded. "You let him walk all over you."

"I know of him. He's one of the smartest men on the planet." Spider-Man admitted. "Although now I'm starting to get why people say you should never meet your heroes."

"Well for what it's worth, I think the two of you... uh, live up to the hype? That's how I think the kids say it nowadays, at least." Doctor Connors said with a slight smile. "Speaking of, I best check and see how the students are doing. I'll leave you to it."

Cat pulled several items from the first aid kit as Connors departed and lined them up on the table next to them. Spider-Man had seen similar kits in Doctor Connors's bio-lab downstairs, but had never opened one and he was surprised to see how well-stocked it was. Black Cat set out two carafes of water, a packet of soap, a tub of petroleum jelly, and several rolls of gauze.

"Y- you don't have to do that." He muttered as she started to clean and dress his wounds.

"Hush, and stop squirming." She replied.

It was easier said than done. Spider-Man was no stranger to pain, but the burns hurt terribly, regardless of how gingerly she dabbed at him and he couldn't help the jitters that bounced his knee as she applied a thin layer of ointment. Despite himself, he was glad that Black Cat was here helping him. He'd stitched himself up enough times to know it was a slow, sometimes clumsy undertaking. Black Cat was evidently a pro at it though. She cleaned and started to bandage him up in record time.

He watched her snake bandage around his middle, pressing gauze lightly over the worst of his blisters. The tips of her claws just barely lingered over a spot between his third and forth rib, a rough circular scar, one of the several that would always remind him (both of them) of that night below ground, the night he'd died.

"Thank you," He found himself saying. "For saving me, again…"

He had enough emotional intelligence to recognize it was a tender topic for her. Of all the battles they'd fought and the close calls they'd had, that night with Edward Whelan had been the worst of all.

She was still lingering on his gunshot wounds when he gave a small chuckle and added lightly. "Even if you did ruin my favorite top today."

Black Cat let out a low huff, almost a laugh.

Not good enough.

"Seriously though, now that I'm not on fire, be honest with me. Objectively, do you still think I'm hot?"

A snicker, involuntary of course, worked it's way out of her and the satisfaction that Spider-Man felt tripled when she abruptly plucked at the skin over his navel and pinched savagely.

"Ouch!"

"Just making sure there's no nerve damage." Cat said, grinning wickedly. "With burns you can never be too careful."

"Uh, Mr. Spider-Man," A new voice caused them both to startle. It was Flash, followed close behind by Harry and MJ. He stood with his hands behind his back, uncharacteristically meek. "Sorry to interrupt you and… whatever it was you and her were doing."

Black Cat, who had been crouching in front of him with her hands splayed across his abdomen, suddenly popped up. Spider-Man was once again counting the merits of his mask as his face was no doubt flushing considerably. Cat, on the other hand, merely took on a tinge of pink as she flicked her hair over her shoulders and became very interested in the bank of camera monitors set up on the workbench next to them.

"Not a problem Fla- er, citizen." Spider-Man said. He straightened up and tried to look as heroic as his tattered and bandaged self would allow. "How can I help you?"

"Me and my friends were thinking-"

"I was thinking!" Harry rectified, out of breath having caught up to Flash. "It was my idea."

"It was a group idea." MJ double corrected. She smiled brightly as she leaned around the pair of boys. "We wanted to thank you for saving us from that Mysterio guy downstairs, and since we don't have much to give you at the moment, and we guessed you probably were – um, feeling a little… exposed at the moment," Her eyes fell on his bare chest and stayed there for a breath before she seemed to come to herself. "Not that I'm complaining. But, we just figured it was the least we could do-"

"The least I could do." Harry argued. "It's my sweater!"

At that, Flash unfolded his arms from behind his back and revealed what was undoubtedly Harry's backpack. He reached inside and from the depths, pulled a folded, navy blue sweatshirt. Spider-Man recognized it immediately. The coffee stain on the cuff, the loose thread in the collar – were dead giveaways, and he bit back the sudden, powerful urge to laugh.

"I don't know what to say." He said, taking the sweatshirt and unfolding it to reveal the Empire State University crest. Contrary to Harry's claims, Spider-Man knew the true owner of the sweatshirt was actually Peter Parker, who had lent it to Harry on a particularly cold day some time ago.

"A perfect fit." MJ said appreciatively as he pulled it over his head and set it carefully over his middle.

"Thank you. I mean that." Spider-Man said, fully convinced that he looked utterly ridiculous – dressed from the waist down in his burnt Spider-suit, masked, and now sporting his university pride. "I'll make sure it gets back to you when all of this is over."

"Keep it." Harry insisted. "It's a gift."

"So generous." Turning to Cat, Spider-Man swept a hand over his torso in a grand gesture. "What do you think? Could I fit in with the college crowd?"

Black Cat spared him a glance, a small smile quirking her lips, but said nothing. She beckoned and drew his attention to the screens.

"Take a look, college boy." She said, "Seems like Octavius knows more about what's happening than he's letting on."

Spider-Man didn't know what she was talking about at first. He scanned the wall of monitors, looking at each in turn. The cameras shows many views throughout the tower, hallways flooded with imps, demons stalking through the main foyer, abandoned cafeterias and burning gardens. As he investigated the very last monitor though, he saw what Cat was talking about and it was like a punch to the gut.

The last camera showed a thoroughly trashed conference room, with chairs overturned and the long table covered with shattered glass from a ruined chandelier. A single, horned demon was crouched at the head of the table, staring down vigilantly at a group of trembling, terrified students.

"Looks like that's where Mysterio's keeping the hostages." Black Cat said. "Doctor Octavius had a camera on them this whole time. Don't you think that's something any reasonable person would want to mention?"

"Yeah… I do." Spider-Man breathed. He was shocked… but the fact that Doctor Octavius clearly had a view to where Mysterio was holding the students wasn't even half of it.

The camera quality was impeccable and he could make out each and every one of the cowering student's faces, he could count the drops of sweat dripping down the foreheads, and he could very clearly make out his own terrified face, Peter Parker's face, among them.

Which… just wasn't possible… obviously.

At least, not without a little of Mysterio's patented trickery.

"There's June." MJ said, pointing over Spider-Man's shoulder at the hostages. She, Flash, and Harry had joined him and Cat. "And Mona, and Peter!"

Felicia wasn't among them.

Spider-Man checked every face once, twice, three times, but it made no difference; Felicia wasn't there. He wasn't sure if this was good news or bad news, or if it even really mattered – given how this was definitely some kind of hologram they were looking at.

"They're alive." Harry sounded relieved, so much so that Spider-Man could visibly see him shaking next to him. Apparently no one else had picked up that the camera feed was fake. "I know that place. It's the Regent room! It's a conference room on the third floor, on the east side of the tower."

A couple dozen floors down, on the complete other side of Oscorp. Spider-Man thought. He turned to Cat, expecting her to still be looking at the cameras, but no… she was staring at him instead, an intense, thoughtful look on her face.

"What?" He asked her.

She stared for a second long, then said in a hushed voice: "… Peter."

"What?" His voice was an octave higher than usual. "C- come again?"

Black Cat didn't reply right away. She just looked at him, her golden eyes sharp, as if searching the lines of his mask for… something.

Spider-Man's pulse ran double time.

"Cat," He began, "What are you-"

"It's nothing, forget it." She said, turning to look back at the monitor so fast the tips of her hair whipped his nose "It's just… Peter's there… He's a friend of mine."

"He is?" Harry asked, eyes wide. He had never gotten the story of Peter's involvement with developing the cure to Vermin's plague. "What do you mean?"

"You can ask him later. After we save him." Cat gave the camera feed a last, long look before turning to Spider-Man. "Let's go give that conference room a visit. Are you ready?"

Once again, he would have to think fast.

Spider-Man couldn't say for sure whether or not any of the hostages, really were being kept in the Regent room, but he knew for sure that Peter Parker definitely wasn't. He and Cat couldn't have Mysterio distract them with a wild goose chase like this, and that particular conference room was just far enough away from their current position to make getting there a perfect waste of time.

"I don't know." He said eventually. "Remember what you said about Mysterio herding us somewhere?"

She'd be right. Mysterio had been hounding them upwards all day, pushing them away from the lower floors in a way that felt more deliberate than simply just trying to keep them from leaving.

"Yes." Cat agreed.

"Well... maybe we should see where that leads. Maybe we should leave those students there for now and keep heading up the tower."

She gave him a critical look.

"Really? You think we should just... what? Leave those people and go fall into Mysterio's trap?" She asked. When he nodded, she let out a brief, incredulous laugh. "I have to say, Spider. I'm shocked. I thought you were type to leap to the rescue first and then think about the consequences later." She teased. "Where'd this sudden turn of critical thinking come from?"

"Maybe you're rubbing off on me." Spider-Man offered, then added. "Seeing where the students are being kept honestly makes me feel better. We know they're safe, at least for now. I say we keep going up." He turned to Harry next and asked a question he already knew the answer to. "What's at the top of the tower? Anything important?"

"Offices mostly," Harry answered quickly, looking pleased to be helpful again. "And more conference rooms too. All the labs and stuff like that are lower. And… and, I guess my father has an office up there too... He's not there though. He's never there. Not sure if that would be considered important."

"I'd say Norman Osborn's personal office is very important. Maybe that's where Mysterio wants us to end up. Maybe he thinks there's something in there only you and your dad can get into – a vault, or something." Cat said.

"But there isn't anything like in there," Harry argued. "At least that I know about."

"I say it's worth a look." Spider-Man said, and he meant it. This felt like a proactive course of action, instead of the frantic game of cat and mouse they'd been playing. He turned back to Cat. "You and I should check it out-"

"Not so fast." She cut him off, looking at something over his shoulder. "Here comes the good Doctor again."

He followed her gaze. Sure enough, Doctor Octavius was moving towards them, carried aloft by his mechanical arms, his face twisted into a fierce scowl as he stomped his way across the lab floor.

"I thought you two would have left by now." He snarled, coming to a stop right in front of them. "I don't remember giving you permission to lollygag or to touch my camera system!"

"Were you aware that you had a perfect view to where Mysterio's hostages are?" Black Cat asked bluntly. "Pretty convenient if you ask me."

Doctor Octavius spared the students on camera a glance, but didn't so much as blink under Black Cat's questioning.

"If you're insinuating I played some role in their capture, then you're grossly incorrect." He said. "And interrogating me is yet another idiotic waste of time that's only eroding my patience with you further." His words were punctuated with sharp clacking sounds, the claws on the end of his tentacles opening and closing again – reminding Spider-Man of an angry lobster.

"I just think it's interesting, that's all." Black Cat continued coolly. "The robots that have been attacking us all day are pretty advanced, and here you are – strapped up with all kinds of tech, with eyes all over the building. How do we know you aren't playing some part in all this?"

Spider-Man hadn't considered it before. He'd been too preoccupied being starstruck with Octavius and worrying about Harry to make those kind of connections. Whatever new doubts he had on trusting Octavius – all thoughts – were abruptly obliterated with his next words though:

"Pah! I would hardly call Beck's drone's 'advanced'." Octavius said, a mocking lilt to his voice. "Inefficient – more like. A million catchpenny, clumsy machines held together with tape and string, employed with a task that merely one of my automatons could complete handily. Will Norman listen to me though – No! He'd rather chase short-term economic profits rather than a more sensible, more sophisticated…"

"Wait, wait, wait." Spider-Man had to cut in, stopping Doctor Octavius mid-tirade. "What are you talking about? What do you mean Beck's drones?"

"Ludwig Beck." The name sounded rancid in Octavius's mouth, yet he seemed more than happy to have the opportunity to drag the man. "A miserable excuse for a mechanistic, one of Norman's former, ill-fated, adjuncts. His worthless creations are scattered throughout Oscorp."

Spider-Man and Black Cat exchanged a look, as they so often did, and shared the same, silent remark:

Well, that explains a lot.

"Oscorp is still using Beck's drones?" Black Cat pressed. "What else here is his?"

Doctor Octavius sucked in a breath, and Spider-Man could sense another rant impending – but it never came. Near the middle of the lab, commotion suddenly erupted, and they all whipped around to see several students making a hasty retreat from one of the larger, tarp-covered machines.

"What the blazes are you doing!" Octavius roared. "I said to TOUCH NOTHING!"

"We didn't!" One boy countered, his voice wavering slightly. "It- it just started making noises!"

He and the rest of the students shuffled quickly away from mass under the tarp, which had started shuddering and shifting in unsettling, jerky motions. The sound of many rusted, angry gears shifting against one another filled the air and Spider-Man watched as narrow spouts of black, acid smoke started to curl from beneath the tarp.

"BACK! Get back!" Octavius thundered across the lab, sending students scattering. With a flick of his tentacle, he ripped the tarp away to reveal a bent mass of machinery.

Spider-Man recognized folded metal limbs, a large cylinder engine, and a scowling, rusted metal face.

The small hairs on the back of his neck stood at attention.

"Blast it all to hell." Octavius was growling. He furiously consulted a thin computer that was mounted on a stand next to the monstrosity. "Worthless scrap!"

The tingling sensation one the back of Spider-Man's neck intensified and he felt bizarrely compelled to glance over his shoulder. He did, but found nothing there but Octavius's bank of camera monitors. He zeroed in on the screen that showed the hostages in the Regent room, expecting to see his classmates and his own face still displayed there – but no, the hostages were gone, the room was empty. The holograms, the decoys, whatever they were, had vanished. Mysterio was apparently done with that distraction attempt, and now it was time for a new play.

No one except Spider-Man seemed to have noticed the change on screen. He turned and started to run, leaping to Doctor Octavius's side, with Black Cat close behind.

"What's happening?" He asked. "Why do you have this robot here?"

"Silence. I am working-"

"WORTH….LESS..." A tremendous voice seemed to shake the very foundations of the tower. It seemed to come from every corner of the room, yet Spider-Man and Black Cat knew exactly where to look. The shuddering pile of metal next to them uncurled, pushing itself into a crouch, before straightening to tower over them. "WORTHLESS, OCTAVIUS?"

The robot moved slowly, its gears and pistons complaining harshly as it twisted, turning to stare down at them. Two bulbs set up high on both shoulders came to life and the entire robot started to flicker, a mottled series of colors flashing over the metal frame.

"Doc…" Spider-Man didn't take his eyes off the robot. "You're turning this thing off right?"

"Of course! Such a pointless question." Octavius snarled, his fingers were a blur over the keyboard. "I just need… hmmm."

"hmmm?" Black Cat echoed back.

"It appears an unsigned process has executed in my environment – zero authorization, no alerts..." Octavius said, almost to himself. "That… shouldn't be possible. My lab is completely insulated…" Then, with an intensity that almost made them take a step back, he turned on Spider-Man and Cat "What did you do!?"

Overhead, the towering robot flickered once more, then finally settled. Its metal skeleton was encased in shimmering green armor, and a flowing red cap hung from its shoulders. Mysterio's enormous, globe of a head swiveled to stare down at them.

"THIS HAS BEEN… A LONG TIME COMING..."

Then Mysterio's hand came down, smashing the computer Doctor Octavius had been working on into the floor. Octavius abandoned it at the last second, his tentacles propelling him past Cat, nearly knocking her to the floor, as he shot across the lab.

Spider-Man raised his arm and fired off a web. If could get above Mysterio, he could try and draw his attention away from the students. He braced himself to leap off the ground, but cane up short – caught in an awkward kind of half-crouch. His web-shooter let out a sad pffft sound as it ran dry, the strand of webbing he'd been hoping to swing from instead flying off like a party streamer to land somewhere in the lab.

Great. Just great. He thought bitterly, as Mysterio's other hand came down on top of him.

Spider-Man and Cat took off in opposite directions, flipping out of the way as Mysterio's gauntlet pressed a dent into the lab floor.

Spider-Man supposed he shouldn't be surprised that his web-shooter was empty. He'd used a lot of webbing to slow down Mysterio's imps by sealing up hallways and doors downstairs

He reached for his belt when he landed, feeling around the hem of his ESU sweatshirt for the extra web-cartridges he kept on his belt, but he came up empty. His belt was gone.

With a jolt, he realized that Black Cat must have pulled it off him when she'd ripped off his flaming shirt.

Great, great, great. He lamented.

Overhead a bolt of light shot from Mysterio's outreached finger tip, striking the ceiling and showering the lab with a hail of concrete chips and dust.


If it wasn't for Eddie and Doctor Connors taking each of his arms and holding him aloft, Harry was sure he would have been trampled by the crowd of students rushing towards the laboratory door.

He could hear explosions and crashes raining all around them, as if a hurricane had suddenly spawned indoors and was tearing the room apart. Harry craned his neck as he shuffled forward in the middle of the crowd, trying to get a glimpse of the action. A flash of black soared overhead and he thought it may have been Black Cat (or maybe a desk chair someone had thrown), but it was hard to tell. There was chaos everywhere.

The students in front of him came to a halt and Harry was pressed against their backs by his classmates that were rushing up behind him. Up ahead, he could hear Flash's voice and, to Harry's utmost surprise, Doctor Octavius too.

"What the hell are you doing, man?" Flash asked, his voice panicked. "Just knock those things down, bro! Use your arms!"

"Use my arms?!" Doctor Octavius was fiddling with a panel next to the door. Apparently he'd made it to the exit before anyone else. "My tentacles are extremely delicate and finely-tuned scientific equipment, not… not battering rams!"

"What's the problem, Otto?" Doctor Connors released Harry and pushed through the crowd of students. "Can't you get this door open?"

"It's locked!" Octavius spat. He wheeled on Connors, spittle flying and his eyes wide behind his googles. He looked insane. "Something has taken control of all the systems in my lab – something that SHOULD. NOT. HAPPEN – unless, of course… you compromised my environment's security – yes. You! You and all these… these children, and those thundering fools in tights." He swung an arm to encompass the mess in the lab and one of his tentacles mimicked his movement, the swinging metal arm nearly hitting the students as it arced over them.

"Otto! You know that's not true. Be reasonable, please. How could we have possibly done that?!"

"There's no other explanation!"

"That robot you had in here is obviously one of Mysterio's!" MJ cried. She was stood near the back of the group, the top of her head barely visible from where Harry stood. "Why the hell did you have that thing?!"

"That is none of your concern!" Octavius rose into the air, his mechanical arms lifting him clear over their heads. "This is MY laboratory. These are MY experiments. I was in complete control – I was safe here, unbothered! I could… NO!"

Suddenly, Doctor Octavius surged forward. His tentacles carrying him over the class and back across the lab at a lightening pace. The entire room seemed to spin, but in reality it was just Harry's classmates, all rotating as one to watch the spectacle. Harry was pushed backwards, loosing track of Eddie as he was shunted by the group towards the wall. Through a gap in the crowd, he could see what was unfolding in the lab.

Spider-Man must have taken a hit from Mysterio. He was laying sprawled on top of the remains of some delicate, metallic thing, some kind of machine made of thin sheets of metal and fiberglass that Harry had seen when they'd first come into the lab. Shards of metal and other tiny parts littered the floor and Spider-Man was just pushing himself off the thing when Doctor Octavius descended upon him.

"You unintelligent cretin! Do you have any idea what you just destroyed!" He roared.

"Honestly, no." Spider-Man said, rubbing his back gingerly. "Having tried it out though, I can tell it's not meant for soft landings."

Doctor Octavius looked ready to explode.

Spider-Man must have sensed this, because he stooped as if to grab a few broken chunks of the machine off the ground. "I'll just... tidy up a bit then get back to the fight."

"For the last time! Do. Not!" Octavius reared back. "TOUCH!"

And then, despite what he'd said earlier, Doctor Octavius swung one of his tentacles around, the metal claw at the end ramming into Spider-Man's side and sending him flying. There were collective shouts of horror and shock from Harry's classmates, and Harry himself felt hot rage boil in his veins.

He'd only met Doctor Octavius a couple of times and had always thought the guy was kind of a creep. Normal people didn't weld extra limbs onto their backs for fun, after all. Harry's father always spoke highly of the doctor though, even if it was obvious to anyone who brushed elbows with the scientist that had a bit of a temper. Yet, Harry would never have thought the famous Doctor Octopus could be this violent.

Harry watched as a sharp shadow sprung across the lab. This time it actually was Black Cat. She landed next to Doctor Octavius and wasted no time grabbing him by the collar of lab coat, pulling him around so he could catch the full effect of her murderous glare.

"Big mistake." She snarled and as if she'd been waiting for this moment, she brought one set of claws down as if to rake them across Octavius's face.

She never made contact though. Doctor Octavius's tentacles moved faster than the eye could see, one snatching her wrist an inch from his vulnerable cheek, and another coming up to savagely strike Black Cat full in the face.

A horrified shout tore itself from Harry as he watched Black Cat somersault limply away, like a discarded doll. Her limbs pinwheeled and Harry watched in a sort of stunned silence as Black Cat continued her flight across the lab, passing clean through the open doors of Octavius's personal elevator and disappearing into the dark shaft.

He thought he may have heard the sounds of her bouncing off the walls of the elevator shaft, falling down, down, down... but it may have just been his imagination.

Things were happening so quickly. One of his classmates, he didn't know who, grabbed a book off a nearby table – a heavy, leather-bound thing – and threw it at Doctor Octavius.

A tentacle batted the book out of the air with enough force that the binding burst, sending a cloud of liberated pages fluttering through the air.

"You will be leaving now." Doctor Octavius seethed, turning on the class. "Get out now! OUT!"

Before anyone could move (or throw something else, as many looked ready to do) a massive emerald boot came down and abruptly smushed Octavius into the lab floor.

Of course, the enlarged Mysterio was still lumbering about. There was a harsh screech of metal against metal, as Octavius's tentacles pushed up and scrabbled against the boot.

A flash of red and blue soared through the air, striking Mysterio in the chest with enough force to send him stumbling back, freeing Octavius.

"Of all the ways I pictured finally meeting you, I have to say, this wasn't one of them." Spider-Man said, not offering a hand to help Octavius struggle to his feet. "You and I are going to have a serious talk about manners as soon as I get rid of this robot."

"Oh, shut up, you wretched arachnid." Octavius replied. He swung another tentacle, making to slam Spider-Man again. Spider-Man dodged though, leaping backwards in a flash.

"You're right - why wait until then?" Then Spider-Man pounced. He kicked Octavius in the chest, toppling the doctor onto his back like an upturned turtle. No sooner had he bounced off Octavius then he was flipping away again, dodging a sweep from Mysterio's large, clenched fist.

Harry could have stood and watched the action all day, but the sound of the laboratory doors opening behind him was as unexpected as it was beautiful. He turned, expecting to see… he wasn't sure – the cavalry maybe, some type of deus ex machina at least, his bodyguards, or a million police officers, or even the New York Yankees.

But Harry only saw a perfectly round, perfectly smooth, pearly globe - an inch from his face.

This Mysterio was his height and he wasted no time grabbing Harry by the lapels of his jacket and wrenching him forward. Harry's crutches fell from his limp, shocked grasp to clatter to the lab floor – the timid sound lost amidst the chaos still happening in the lab – and he was hauled out into the hall.

"Harry!" A worried voice yelled, a girl. MJ maybe?

With a whoosh, the laboratory doors closed behind them. Harry was dropped roughly to the floor and he stayed there on his sore knees, staring down at his trembling hands, petrified by the sudden silence that had fallen now that he was cut off from the others.

For what felt like hours, but was likely just a few seconds, Mysterio just stood over Harry, unmoving. It didn't even seem like he was breathing.

"Alone at last." Mysterio finally said, his robotic voice echoing around the hall. "Come on, Harry. You and I are going to take a little trip together."

"P-please… I- I have money. Do you want money?" Harry tried.

A horrible, stuttering sound filled the hall and Harry clapped his hands over his ears, only realizing a moment later that the rough sound was coming from Mysterio. He was laughing.

"If only this was about money." Mysterio chuckled. "Keep it, little Osborn, for all the good it will do you."

Gloved fingers, cold as ice, wrapped around Harry's upper arm then and hauled him to his feet. He cast about, looking down the length of the deserted hallway and then at the sealed laboratory doors, but no one came, the doors didn't open, and there was nothing anyone could do to stop Mysterio from dragging him away.