News of Doc Ock's sudden attack spread like wildfire across the city and now Spider-Man and Black Cat were on their way to find the villainous scientist and stop him. As they swung across New York, Felicia was only now beginning to understand how dangerous Doc Ock was.

It was rather a shock to her that not long before she had always thought that Shocker was her greatest nemesis, but since seeing Doc Ock up close and how ruthless he seemed, the four metal armed villain made Shocker look like a chump and a generally dull character, something that Felicia would never think would be possible in a million years.

Yet whatever thoughts she might have now of Shocker, her thoughts were on her and Spider-Man's showdown with Doc Ock. As they were getting closer to the Westside Tower, neither spoke, practically Spider-Man. Under his mask, his face was one of total concentration and his mind was filled with many horrible thoughts about what might have happened to Mary Jane. He knew that Mary Jane was never going see him again after her marriage either way, but he wasn't going to let his childhood friend suffer anymore and knew that her future with John Jameson was her best chance to be safe from anymore of Spider-Man's enemies.

They swung on further across the New York skyline and finally caught sight of the Westside Tower...and the certain mad scientist waiting for them. With the help of his metal arms, Otto climbed the side of the clock tower as Spider-Man and Black Cat quickly landed on each side of the tower's spike and faced down at Doc Ock.

"Where is she?" Spider-Man demanded, his grip on the spike tightening with growing anger.

"Oh she'll be just fine," Doc Ock replied dryly before he motioned his finger at the two of them to come down. "Let's talk."

Without a moment's hesitation, Spider-Man lunged down at Doc Ock and began lay into the four metal armed villain with Black Cat following in behind. Spider-Man and Black Cat dodged attacking tentacles before they landed in front of Otto before attempting to lay several punches to his face, in which the metal arms helped defend Otto. Once Spider-Man managed to punch Doc Ock's face, one of the metal arms responded by pushing Spider-Man back towards the side of the tower before throwing him over the edge.

Black Cat managed to distract Doc Ock just as Spider-Man managed to latch onto one of the clock hands. She was knocked back nearly going over the edge before Doc Ock turned his attention back to Spider-Man and sending a metal arm down to the clock hand and breaking it from it's position, sending Spider-Man falling. The masked superhero fired several balls of web upwards hitting Doc Ock's face, temporary making his stumble back and giving an opportunity for Black Cat to take him on again.

Spider-Man fired a long line of web against the side of the building and another web line down at the falling clock hand. He managed to get a hold of the clock hand and by using the other webbed line as a catapult; he launched upwards firing up the clock hand towards the eight metal-armed villain. He was just in time too, that it managed to knock Doc Ock off his feet and send him hitting the clock face, not to mention that it came as a relief for Black Cat who had been struggling to fend of Otto's relentless attacks and lay on her side after a wicked beating.

But Doc Ock didn't give in and the metal arms grabbed the clock hand, which had gotten embedded into the wall, breaking it in two and throwing it down at Spider-Man. He managed to dodge the both of them but one of the metal arms charged down at him and made him lose his grip on his webline and quickly fired two more shots of webbing up at Doc Ock, this time almost trying to drag him down with him. Even with the metal arms trying to hold him back, Black Cat stepped in and assisted Spider-Man pushing Doc Ock down. However one of the metal arms caught hold of Black Cat and pulled her down with him. Now all three were in freefall and heading towards the overhead railway below.

Just as they were about to land on the tracks, a train rushed through and the three landed on the roof of the train with quite a force and tumbled backwards. Quickly though, all three managed to get their grip on the roof of the train and prepared to continue their battle. Black Cat fired two of her rope lining at Otto but two metal arms defended him and stopping the ropes in their tracks. The arms pulled Black cat over towards Doc Ock, but she managed to make a recovery and with a forward flip, kicking Otto in the face and also helping her bounce back on her feet. With the help of the metal arms, Otto managed to stop falling backwards and getting back on his feet again as the metal tentacles quickly began lashing out attacks at both Spider-Man and Black Cat as they attempted to dodge the attacks.

As the battle wore on, Spider-Man and Black Cat found themselves dodging attacks from Doc Ock while trying to hold onto the train. The metal arms began grabbing Spider-Man and lunged him into the side of the train and send him crashing through. Black Cat distracted Doc Ock, which gave Spider-Man the chance to get back onto the roof (narrowly missing a train on the other line as he climbed up again), lord knows what the passengers on board that train must've been thinking in that moment. Thanks to Black Cat's distraction, Spider-Man was able to lay a couple of punches to Otto's face, but he was quickly thrown back along the back of the train thanks to one of the metal arms, landing beside Black Cat.

Spider-Man fired several lines of webbing at Otto to try and pin the metal arms down while Black Cat went in to lay some blows into Doc Ock. Just as she approached him to pay one punch on him, the four metal arms broke from their webbed prison and gave Black Cat such a major beating that part of her leather cat suit was ripped in places and to show much insult to injury, the metal arms chucked her off the train roof.

"Cat!" Spider-Man yelled and fired another line of webbing to catch his partner from crashing onto the streets below. He yanked her back quickly as she landed in his arms; her face had received a cut above her right eye and thankfully, she hadn't been knocked out.

Just as Spider-Man was asking her if she was ok, Doc Ock's metal arms went back into the carriage and pulled out two terrified passengers and without even looking at them, he threw them to each side over the tracks to the streets below. Spider-Man and Black Cat had to scramble to action, swing over and quickly grabbed a passenger each. Spider-Man quickly made a big web on one side in which he dropped the female passenger in the web and then hurriedly swung over to create another giant web for Black Cat to dump the other passenger into. Both passengers had been saved by the skin of their teeth.

Seeing that both of these costumed characters weren't giving in so easily, Doc Ock's metal arms carried him away from the duo and headed towards the front of the train, for he had a plan to stop them for good. It didn't take him long to get there and as soon as he got there, one of the arms dived into the front window, roughly shoving the unfortunate train driver to the floor. Then the arms grabbed the accelerator throttle and sent the train up to full speed, causing commuters on a nearby platform to jump clear of the runaway train.

The mechanical tentacle then ripped the throttle from the controls, and then with some sadistic amusement, Doc Ock launched the throttle stick over to Spider-Man, which he and Black Cat had managed to catch up to Otto in that moment.

The masked vigilante caught the stick and it took him and Black Cat a few seconds to realize in horror what this certain object was for.

"You two have a train to catch," Otto pointed out to them with a cruel grin before giving them an unenthusiastic salute and launching off the train thanks to the metal tentacles. The superhero duo could only watch the metal arm menace escape before they heard the cries of terror from the train driver.

Black Cat then had an idea. "Peter, you try and see you can stop the train, I'm going to find Doc Ock."

"You serious?!" Peter asked in bewilderment. "You can't face him alone! Even with both of us he's un—"

"We can't let him get away!" Felicia snapped. "I'll keep him busy, you just stop this train...somehow." She then fired one of her grappling ropes at a nearby building and took chase after Otto.

Peter could only watch as his partner left the scene and feared what might happen, however his thoughts were soon broken by the train driver's calls. "Help! HELP!"

Spider-Man crawled alongside on the side of the front carriage and looked through a large gap in the wall that had been made by one of Doc Ock's arms. He could see the driver frantically pushing the emergency stop button but to no avail, it seemed that the control panel had also been damaged heavily when that stick had been pulled out.

"The brakes are gone!" The driver screamed. "I can't stop it!" Then without warning a shower of sparks burst out from the control panel and hit Peter's mask, in which caused a burning sensation on his face that he had to remove his mask. His Spider-sense suddenly kicked in when he noticed that within a few short miles would be the end of the line, and on the other end, a high drop that would lead the passengers to their deaths.

Without even caring about his mask and his secret identity being exposed, he clambered to the front of the train and began thinking of how to stop the train.

XXX

Meanwhile not far, Black Cat had caught up with Doc Ock on top of a building. "Hey big guy, you just running away like that?!" she taunted at him, in which Otto stopped to face her, the intelligent arms seemingly ready to attack her. "You just going leave Spider-Man back there, or have you something bigger in mind?"

Oddly, rather than look suspicious at that last phrase, the fallen scientist tilted his head at her. "And who are you suppose to be?"

"Oh sorry, I'm such a bad girl for not introducing myself...call me Black Cat," She replied mockingly as she got into a defensive stance.

"How ironic," Otto muttered. "A spider, a cat and an octopus doing battle...what a story." Then without warning, the tentacles fired forward at Black Cat and almost causing her to get caught out and only managed to dodge them. She was quickly caught out and one of the tentacles wrapped round her waist and pulled her close. In spite of this, she just had enough space on her wrist to fire one of her grappling hooks at one of the bottom tentacles which inevitably lost it's grip on her and letting her give him a backward somersault of a kick to the face.

She had almost landed back on her feet until suddenly another one of the tentacles slammed into her and sent flying back over towards a billboard nearby. The impact was so forceful that it seem to knock Black Cat out and she lay there wounded with blood coming from her mouth, only reminding Black Cat of her first battle with Shocker when he defeated her in a similar fashion. Otto grinned at his defeated opponent before glancing back at the runaway train in the distance. "Looks like your boyfriend hasn't caught the train yet." Otto joked to her, carrying on with his sly joke from before. Once more he was headed back to face Spider-Man and left the unfortunate leather clad girl lying there and fearing for her love.

She could only muster a weak mutter as she witnessed Doc Ock escaping from her. "G-God help you...Peter."

XXX

Back with the train, Peter had tried slowing the train down by using his feet in between the track with little success ("Got anymore bright ideas?" The driver had asked rudely despite his and many other people's lives at risk.) Next time he tried fired webbing at buildings on each side of the tracks, but only managed to rip the walls of them, now he had fired and unprecedented amount of webbing at the buildings on other side and this time, Peter began to feel the train slowing down, just.

Despite his best efforts, some of the webbing snapped and Peter and to fire even more webbing in hoping that he could slow to train down. It was sheer pain trying to hold back the train as he let out a long yell of pain and was beginning to see red, parts of his costume ripping in the process.

"We're slowing down!" said one of the passengers noticing the speed of the train, but Peter never heard this his grip on the webbing tightened as the end of the line came nearer. Even though the train finally started to noticeably slow down, it was still going too fast. Peter screamed louder in pain as the train crashed through the buffer stop, he was seeing red so much that he didn't seem to know how close he was to the edge. Even now the train was slowly headed even closer towards the edge until, with a final groan of creaking metal, the train finally stopped just tilting over the edge.

A long silence followed after the train stopped and Peter let go of the webbing and collapsed from total exhaustion, he began to fall forward. Just in that moment though, the driver and several passengers grabbed him and gently began pulling him back into the train. As they lifted his body into the train, the passengers carried him over their heads and gently lowered him down onto the floor of the train and all took a step back looking on as after many years, these New Yorkers could finally see the man behind the mask.

"...Is he alive?" Asked a woman who broke the silence among the awed passengers.

"He's...just a kid," said a male passenger in disbelieve. "No older than my son."

No one said anything from there, then Peter's eyes slowly flickered opened as he saw the crowd of people all gathered round him staring at him. Peter felt his face and his eyes widened in horror when he felt his mask wasn't there and he sat up feeling totally exposed, bewildered and confused of what to do.

An African American who had knelt down beside him reassured him saying, "It's all right". The man then looked back and stood up as two young boys, a tall one and a short one, came forward.

"We found something," said the one of the boys and behind him the other boy handed over to Peter his missing mask.

Peter slowly grabbed his mask back from the boy, still unsure about what was going on around him.

"We won't tell nobody," the shorter boy said and several people nodded in agreement. A sense of relief and comfort seemed to wash over Peter as who knew that due to him saving their lives, these good people would mercifully not exploit his secret identity to the world. He pulled his mask over and slowly got back on his feet again in which some passengers helped him up, then came the sound of breaking steel and some sparks flying from the back of the car.

A couple of screams from the passengers along with some scrambling from the back to front followed as Spider-Man turned round to see what was going on. Standing there with his metal tentacles ready to strike, Doc Ock stared the throng of people down with a villainous stare. "He's mine!" He barked to the shaken passengers. Spider-Man suddenly felt a horrible sense of comprehension of what might have happened to Black Cat as she attempted to battle Doc Ock; any sense of hope about her had suddenly been crushed. Then suddenly from nearby Otto, one of the male passengers stood forward.

"You wanna get to him," the male passenger spoke up bravely to Doc Ock. "You gotta go through me."

"And me," suddenly said another male passenger behind the brave civilian.

"Me too," came the voice of a female passenger. At this point nearly everyone in that carriage started to stand up to the villain in an attempt to protect Spider-Man, in whom Otto looked more amused than stunned at the bravery of these people.

He then nodded seemingly understanding the situation. "Very well," he replied. Then two of the metal tentacles charged forward and pushed many of the passengers to each side of the carriage, giving Doc Ock a clear shot of Spider-Man.

Those beside Spider-Man who had not caught by the dangerous metal arms held their ground beside the masked hero. However he then motioned to those certain passengers to stand aside in which they reluctantly did, having no idea what Spider-Man was about to do. He then staggered forward towards Otto, but without warning, one of the free tentacles raced forward and struck Spider-Man in the face knocking him out. The passengers were once again helpless as the webbed hero lay there defeated on the floor as Doc Ock walked forward to grab the body and leave the appalled passengers behind. They could only dread of what the villain had in store for their hero.

XXX

From where Doc Ock had left her, Felicia slowly tried to get up, though she felt pain thanks to impact she had with that billboard sign from earlier. "God damn," she uttered with her teeth clenched as she tried to hold back the pain, she was now beginning to see the hardships of living the hero life. She managed to get control of the pain as she hobbled over to the edge of the building to try and see if Peter had managed to stop the train. She narrowed her eyes as she looked into the distance and just very faintly, she could see the outline of the train standing there right at the end of the line.

As she was about to let out a sigh of relief, her eyes soon glanced over to he left as she saw Doc Ock escaping climbing alongside a nearby building. Her heart sank that he had escaped, but her disappointed quickly turned to horror when she noticed that in one of the arms had it's grip wrapped round the body of a certain spandex clad hero, and the person in question was not moving.

Her thoughts rapidly started screaming to her to follow Doc Ock in which she didn't need asking twice as she fired one of her grappling cables to one of the taller buildings nearby and took chase. She then she had a strong suspicion that the only reason why Otto was carrying Spider-Man's body would've been something to do with that Harry Osborne she remembered from last night. She didn't know what the two had planned but nonetheless she wasn't going to lose Spider-Man, no, Peter Parker, like this.

"I'm coming, Peter..."