Shortly after leaving the Osborn mansion, Spider-Man and Black Cat were on their way swinging across the city to meet up with Doc Ock and finally defeat him once and for all. As she had tracked down Otto's lair, Black Cat was out in front leading Spider-Man, though behind his mask, Peter's face was furrowed with a mixture of concern and alarm. He was thinking back at his meeting with Harry involving his unmasking and the consequences of their relationship from now on. However, the thought on his mind at that moment was worrying about Mary Jane's plight. Looking back on his choice to embrace his superhero life more now didn't seem all that bad that even when out of costume, those close to him would always somehow get caught up in trouble with Spider-Man one way or another.

Nonetheless, he had to push all those reflections out of his mind and concentrate on following Black Cat to where Otto Octavius was keeping Mary Jane and stop him from attempting to start that lethal experiment again. After what felt like fifteen minutes of swinging across the city, they arrived at the docks on the very edge of the city near the Hudson River. Black Cat quickly pointed over towards a crumbling wooden warehouse on a waterfront pier. Spider-Man followed his partner and the two of them landed on a rather unstable part of the roof that almost collapsed as they landed on it.

"This it?" Spider-Man asked looking at the structure.

"The very place," Black Cat replied while crossing her arms. "This is where he's hiding ever since he broke out of that hospital," She paused to look at the decaying structure. "Remember what I said before?"

"What's that?" Spider-Man asked.

Black Cat looked down at the crumbling roof tiles at her feet as she began repeating a quote she'd said before. "That in terms of a villain hideout, with it being abandoned, looking suspect and all that, it isn't the most original looking lair I've seen."

Peter smirked beneath the mask as he remembered that night when she'd told him after finding Otto's hideout from before. Just then, they both heard a faint female voice coming from inside the warehouse.

"Hey!"

He knew immediately that voice from anywhere and quickly came up with a plan of action. "Ok here's what we'll do," Spider-Man informed Black Cat his proposal. "First we'll get MJ out of there first, then we'll take out Doc Ock."

"What about this fusion machine thingy?" Black Cat questioned. "How'd you stop it last time?"

"All we have to do is simply pull the plug," Spider-Man answered as he recollected on the first time he'd done it before. "If we do that, then the fusion reactor should stop working."

The short platinum blonde woman place her hands on her hips and looked up at the New York evening skyline. "...Alright then," She replied after thinking it through. "Hope you're right about this, Peter."

They found a large hole in the roof nearby which was big enough to allow the two of them to enter. "But one other thing," Black Cat added as they climbed down the hole. "What if your plans goes wrong, what'd we do then?"

Spider-Man shrugged his shoulders. "I don't know, make it up as you go along."

They quietly entered through the wall and landed on one of the pillars and peered into the darkened warehouse for any sign of life. It didn't take them long to catch sight of four metal tentacles glittering in the darkness and also seeing Otto checking over the ball of tritium. In front of his though was the fusion reactor, but Spider-Man noted that this was even larger than the one that was in Otto's laboratory and slightly cruder in design, no doubt Otto having built this one himself. But what Spider-Man noted was several active computers doted around the reactor with large thick cables were connected up to the large machine, this wasn't like with the original one and even Black Cat could tell that something didn't seem right.

"You did say we just had to pull the plug, right?" Black Cat remarked.

"Yes..." Spider-Man muttered while still taking in what he saw.

"I think you meant pull the plugs," she added pointing out the many computers that were scattered around. "Guess we have to start making it up as we go along now. Bang goes your plan."

Her partner was about to reply to that, but then they heard Mary Jane's voice again.

"Hey! HEY!" The two of them then looked below them seeing Mary Jane, her hands being tied up by one of the pillars above her head and for some reason, she looked more angry then terrified as Doc Ock's hostage. She whistled at Otto in which the mad scientist finally looked back at her after seemingly ignoring her calls and lifting his goggles up. "I'm talking to you!" Mary Jane snapped at him. "You got what you want for your little science project now let me go!"

Otto remained expressionless. "I can't let you go, you'd bring the police. Not that anybody could stop me now that Spider-Man's dead."

"...He's not dead," Mary Jane replied sounding a little docile. "I don't believe you."

"Believe it," Otto replied dismissing her hopes and pulled his goggles down as he went back to switching the fusion reactor to life. After flicking a few switches at a nearby console, a bright orange glow appeared from reactor that emulated the gloomy warehouse, followed by a humming sound.

Spider-Man and Black Cat nodded at each other indicating that this was the chance to get Mary Jane free and out of harms way. Quietly as they could, they climbed down the pillar they were on, just at the moment in which Doc Ock managed to gain a successful fusion reaction. As Mary Jane watched the spectacle before her, Spider-Man was now above her directly with Black Cat on the other side of the pillar.

"Surprise." Spider-Man whispered to her, which her head shot up hearing his voice. Her face was one of relief that Otto was wrong in thinking that he was dead, though she also noticed Black Cat on the other side of her and she didn't know why, but this woman with the short white hair looked vaguely familiar...

Briefly looking over to Doc Ock working away on the fusion reactor, Spider-Man looked down again at the redhead. "As soon as you get free—" His Spider-Sense suddenly alerted him and just in time, a sharp pipe rammed it's way into the pillar above Mary Jane's head, making her scream and causing both heroes to jump out of the way. Otto had discovered them.

The four metal tentacles carried Otto over towards the masked vigilantly and seemed furious that Spider-Man had found him. "I should have known Osborn wouldn't have the spine to finish you!"

Spider-Man crouched down staring up at the menacing character before him. "Shut it down, Ock. You're going to hurt a lot more people this time."

Otto though seemed unmoved about the dangers ahead. "Well that's a risk we're willing to take."

Peter looked around at all the computers connecting the reactor before giving Black Cat a nod to start and staring down Otto again. "Well I'm not!"

Both heroes charged forward but only Black cat managed to get through while Spider-Man was caught by the metal tentacles and thrown back through a window near the roof of the building. He was catapulted out by quickly fired a line of webbing to swing back into the building. Black Cat though had already started to deactivate or wreck computers, but was being chased by Doc Ock around the lair. There were ten computers around the warehouse and she'd only taken out two of them when Otto finally caught up with her.

The tentacles whacked Black Cat against the wall just as she was about to deactivate the third one, crashing through the rotten wood. In that moment as well, Spider-Man came flying in from the roof and landing on an unsuspecting Doc Ock, sending them crashing through the floor and into a flooded section below. Spider-Man grabbed Otto by the collar and began laying in a good few blows to his face, this also gave Black Cat the chance to recover (the impact being not so bad due to the wooden wall being fairly weak) and continue switching the computers off around the warehouse as fast as she could.

While on the fourth computer, a power spike occurred and started to drag many loose objects into the reactor and a wave of energy hit the roof, destroying a section of it. Black Cat held onto to one of the computers to try and stop from being sucked in, but the chain wrapped round Mary Jane's legs began to get sucked in and started to lift the screaming redhead up towards the now unstable fusion reactor.

Spider-Man, while still holding a grip on Otto, heard Mary Jane's screaming and looked back to her. "Hang on, Mary Jane!" He shouted out to her before giving a final punch to Doc Ock, sending him flying back into the water.

Mary Jane was almost sucked right into the machine, but the chains on her arms caught onto a piece of piping that held her back. However within seconds, it snapped and a screaming Mary Jane was being sucked into the fusion reactor to meet her demise...but Spider-Man managed to stop her with his webbing just feet away from the unstable machine. Spider-Man pulled her back as much as he could, but the vacuum power of the reactor was proven too strong for even him.

The redhead then looked down seeing that chains on her legs were almost in the fiery sphere and was causing the strain for Spider-Man; they eventually went flying into the reactor and then caused Mary Jane to go flying forwards towards Spider-Man. He caught her and quickly lowered her nearby.

"Spidey!" Yelled Black Cat from the other side of the warehouse.

"What is it?" Spider-Man yelled back, the sound of the machine was getting louder by the minute.

"The computers are either all off or destroyed," Black Cat explained. "Yet how the hell is this thing still working?!"

Spider-Man and Mary Jane looked at the fusion reactor and could only stare at the large ball of fire still working completely unaffected. He then noticed a set of thick black tubes heading from the reactor to a large mainframe that could've been last remaining source of energy.

"Run!" He yelled at Mary Jane before Doc Ock sent a large thick panel of wood on top of Spider-Man and slamming him to the floor. One of the tentacles then grabbed Spider-Man and flung him across a metal frame, crashing into it and hitting one of the thick black tubes with various pieces of rubble landing on him.

Black Cat ran in to help him and dodged oncoming tentacles that had sensed her attack. Against the relentless tentacles, she managed to land on Otto's back and began pulling him back away from Spider-Man. Despite almost matching Doc Ock in skill, one of the arms eventually tossed her aside nearby Mary Jane, knocked out from the attack. From this, Otto went back to finish off the spandex clad hero still lying in the rubble.

Mary Jane though, inspired by Black Cat's never say die attitude and seeing one of the metal arms lifting Spider-Man into the air, grabbed a thick wooden block and slowly crept up behind Otto. She got right behind him, but unlike Black Cat who managed to slow down Otto, the aforementioned man easily sensed her as she raised the block up ready to hit him and one arms grabbed the wooden block and another whacked her over back towards where Black Cat lay.

With Otto, one of the tentacles then sprouted out a deadly looking blade and prepared to stab Spider-Man while he was dangling. "Let's see you scurry out of this," he hissed as the blade charged into Spider-Man. However, the masked superhero fired webbing towards the thick black cable below him and dragged it up, just in time as the Otto's blade tore right into the fusion cable, giving him a major electrical shock which caused him to lose his grip on Spider-Man.

Without a moment's hesitation, Spider-Man quickly began tugging with all his might to pull the chunky cable out of the base of the fusion reactor. After some struggling and amidst a shower of sparks and electricity, Spider-Man managed to break the cable. The sudden blast, bright flash and cascade of sparks from the rupture caused Otto to be thrown backwards into the flooded hole that he'd ended up earlier. Spider-Man was also blasted backwards and landed on his side, he did though managed to get up and looked up and the broken link then over to the fusion reactor.

To his horror, it was still working and it seemed that the fiery sphere was getting even bigger, not to mention still more items scattered around the warehouse were getting sucked in.

"...Now what?" Was the only thing he could mutter as now, even sections of the building were being dragged into the unstable machine.

Nearby, Mary Jane had managed to get herself together following being thrown back and noticed Black Cat struggling to get back on her feet again. The redhead quickly dashed over to leather-clad woman to assist her, as MJ helped her up, her thought from earlier about knowing this girl from somewhere didn't seem that crazy. The short hair and those green eyes that this woman had made something in Mary Jane's mind click.

"Wait a minute," Mary Jane muttered, in which Black Cat looked at her uncertainty. "I've seen you before from somewhere...are you...Felicia?"

Felicia's eyes widened in alarm, she didn't know what to do. Mary Jane had worked out who she was and didn't if she was to disapprove it, keep silent about it or actually dare reveal herself to her, even though Peter would probably chew her out if she'd let their secret identities slip. But in the spur or the helpless situation around them, Felicia felt like she had no choice. All she could utter was a submissively sounding, "Yes."

Mary Jane gasped as she looked over to Spider-Man and back to Felicia a few times as her heart starting racing when she suddenly starting realize just who, after all these years, was Spider-Man. They then quickly dodged a flying metal pillar that went speeding into the fusion reactor that broke them out of the moment.

With Spider-Man, he hurried over to a beaten Otto who looked liked he had no more to give; even his vile tentacles seemed to have lost morale too and lay beside him inactive. Spider-Man would attempt to try and get through to the Otto that he knew was somewhere inside the madman before him.

"Dr. Octavius," Spider-Man spoke warmly to him, in which Otto looked perplexed at why this person was calling him by his second name. Spider-Man then removed his mask revealing Peter Parker. "We have to shut it down. Please tell me how."

"Peter Parker?" Otto asked, stunned at who was Spider-Man all along. Then he smiled a toothy grin. "...'Brilliant but lazy'." He then remarked, quoting that phrase from Dr. Connors.

Despite this, Peter still tried to get through to him. "Look at what's happening. We must destroy it."

Otto glanced up seeing various wall sections starting to get sucked into the reactor. But despite all that was happening around him, he still had other ideas. "...I can't destroy it...I won't!"

Suddenly one of the tentacles rose out from the water and grabbed Peter by the neck, beginning to start chocking him. Still defiant by Otto's actions, the young brunette was giving in as he remembered a quote that Otto had said to him. "You once spoke to me about intelligence. That it was a gift to be used for the good of mankind."

The fallen scientist's eyes softened as he remembered when he'd said that to Peter, then he nodded. "A privilege."

"These things have turned you into something you're not," Peter added, starting to turn blue from the grip of the tentacles claw round his neck. "Don't listen to them."

The three remaining artificial intelligent tentacles stared at him intensely, almost bullying him to disregard Peter. "It was my dream," Otto replied.

"Sometimes," Peter coughed. "To do what's right, we have to be steady...and give up the thing we want the most. Even our dreams."

Otto remained silent s he thought over Peter's words, the metal arms making some sounds of protest. "...You're right." The metal arms then made louder sounds of protest to Otto. In that moment, a few sections of a small boat went flying towards the fusion reactor. "He's right," Otto said back at the arms, in which they squealed in disapproval. "Listen...listen to me now." The tentacles looked at him with threatening glares but Otto wasn't going to stand down to them. "Listen to me NOW!" From this outburst, the claw chocking Peter let it's grip off him and joined the other three now looking fearful at Otto. At long last, he'd finally gotten them under control.

Peter now went back to his original question. "Now, tell me how to stop it."

To his horror, Otto simply shook his head. "It can't be stopped. It's self sustaining now."

"Think!" Peter demanded.

Otto thought of how to stop the reactor from getting worse. "Unless...the river. Drown it."

Peter quickly turned round, but one of the tentacles grabbed his arm. "I'll do it,' Otto added as the four arms lifted him up from his watery spot and began walking him over to the reactor. As he got near it, Otto turned round looking at Peter with an expression that indicated to the younger man that Otto was going to sacrifice his life to save the city. Otto then turned to face the fusion reactor to begin its destruction. Peter also turned round to face Mary Jane and Black Cat without his mask, in which Black Cat looked over to the redhead with a nod while Mary Jane stared at Peter, her face a mixture of joy and awe as she could finally see after all these years of who the man was behind the mask.

The tender moment was soon interrupted as a large section of the wall behind the two woman started to fall forward due to the energy of the reactor. "NOO!" Peter ran in to save them. The two woman looked behind them to see the metal wall coming down on top of them, Mary Jane screamed while falling backwards on her back and covering herself from the impact while Black Cat ducked with her hands over her head. Peter just managed to get there in time and thanks to his strength, hold up the structure.

When both Black cat and Mary Jane noticed they'd been saved, a pause of silence between them. "Hi," Peter greeted to Mary Jane

"...Hi," Mary Jane responded, still dumbfounded at who Peter Parker really was.

"This is really heavy," Peter heaved as he tried to keep the structure from falling.

Nearby, Otto stood right under the ever dangerous reactor and with a great yell, the tentacles began tearing out the support beams for the machine that would cause it to fall in the river directly below him. This also was causing the warehouse to crumble to the point that at any second it would finally give way.

One certain person holding up a wall from coming down, Peter the glanced over to Black Cat. "MJ...I would like to really introduce you to...Felicia Hardy."

"His crime fighting girlfriend," Felicia added, she looked generally moved by the moment the two childhood friends shared.

Meanwhile, the reactor was on an angle as Otto prepared to finish it off...and his life. "I will not die a monster!" Was to be his last words as with a long yell, the last remaining support beams gave way and the fusion reactor sank beneath the waves. The last of the fusion reactor's vacuum power also sucked in the wall that Peter had been holding up.