How do you measure the worth of a man? Do you take into account his looks? His achievements? His popularity? His personality, perhaps. On what criteria do you base your judgments? The sheer stupidity of it all astounds me. How you have allowed yourselves to become so shallow, and worse, content to be so, remains a mystery to me. You are happy with your limited existence, so perhaps I would do well enough to leave you alone. But I am no longer content to leave things alone.

Not after what I've been through.

Not after so much has changed…

Julia pushed a lock of hair from her eyes and carefully pinched the bulb of the eyedropper in the vial, releasing the few drops into the chemical mix. The color immediately changed to a deep purple, and she pushed a stopper into place. Next to her set a tray of nearly thirty of these vials. All for a single chemical project. She sighed and looked at her watch. Eleven thirty at night. Time to pack up.

She set the entire tray into the refrigerating unit that filled nearly an entire wall in the first division of the chemical warehouse. There were several dials and locks on the door panel, and after carefully setting each of the temperatures; she could finally shut down the lab for the night. She put her white lab coat across her chair and snatched up the clipboard along with her coat. All of the information needed to be logged away into the database as part of company standards, but she intended to do that tomorrow. It had been a very, very long day. Shaking out her short blonde hair from its clip, she turned out the lights in the lab and walked for the door.

Walking to the other end of the lab, Julia stopped before going through to leave the chemlab wing. At the other end of the warehouse-type lab Otto was working with the metal arms, a device that he had developed himself. Smiling slightly to herself, she hung back and leaned against the door, watching him work. The metallic arms were a fascinating creation; a tool he used nearly everyday to work with hazardous chemicals and radioactive elements. She remembered there had been tension a while back when the arms had first been unveiled. Oscorp had wanted to create more of them for testing purposes in other fields, but Otto had refused to give up the designs – which she was sure ticked off the higher-ups despite their compliance with his decision. She frowned. It was around that time that the whispering and rumors had really started to come to the surface; chemists began to refer to him as the "Great Doctor Octopus" behind his back. The name had started out humorously, but things quickly had gone downhill from there, descending into more…hurtful…nicknames.

Otto was pale, with hazel brown hair that fell across his head in a disheveled bowl cut, and he was somewhat stout, but she found those traits to be endearing. He was soft spoken and his gaze was always thoughtful. But despite all of that, he remained a secluded individual. She could understand why he wouldn't want to associate himself with some of the chemists, but he never attended any of the company parties or sponsored events. Perhaps, like her, he was just…shy. Julia straightened and slowly walked from the room. She was sick of being shy.

As she got closer she could hear the soft whirring of the fans inside the fire shield box, where the arms were carefully pouring chemicals from beaker to test tube and back again. Fumes erupted in silent gray clouds around the tops of each beaker, and were instantly swept up inside the hood of the fume box. He had not noticed her approaching; he was writing furiously on a clipboard. In the reflection of the goggles he wore to keep track of the arm's movement, she saw herself. Laying the clipboard on the desk in front of him, she found herself blushing like a fool when he looked up to greet her.

"Signing out for the night?" he asked, nodding to her trench coat hanging off her arm. She hoped he could not see her flushed face through the tinted glasses.

"Its late enough for me, thanks. I've got a lot to finish up tomorrow, though. How are you doing over here?" she said, unable to avert her gaze. One of the metal arms brushed against her arm as it reached lower to grasp another beaker that had been sitting over a burner. Startled, she took a step back. Otto flipped a page on the clipboard.

"I'm sorry; I didn't mean to bump you," he said some what absentmindedly as he scribbled something else down.

"No problem," she fumbled. Sighing to herself, she raised her hand to say goodbye, and stopped. If she didn't do it now, she wouldn't do it ever. Clenching her hand under her trench coat, she turned her attention to the clawed "hands" at the end of the arms inside the fire box.

"Dr. Octavius, I'd been meaning to ask you. Would you like to have lunch with me tomorrow?" she stammered, not daring to look at his face. There was a brief silence, and she knew she was blushing even more. She hadn't expected him to respond the way he did.

"Sure. Where would you like to meet?" For a moment she was so bewildered she couldn't think of a single place.

"Uh…h-how about Daytona's?" she said, her hands sweating. Why do I always get so nervous? Now she looked at him. He was looking at her now, but she couldn't see his eyes through the glasses.

"Sounds good to me. Is 12 o'clock okay?" Julia finally smiled.

"12 o'clock is perfect," she said, this time giving him a wave goodbye. She felt so … accomplished. Not only had she overcome her debilitating shyness, but as far as she knew, he had never gone with any of the luncheon groups. Did he accept because it was fewer people to deal with, or did he accept because he was interested in her too? Feeling elated, Julia left the lab.

Otto waited until she had turned to walk out from the lab before turning his head to look at her. She had been flushed. He wondered if perhaps…he shook his head. No one takes a romantic interest in a guy who spends his free time working in the chemlab. Especially him. He was sure they would have similar interests when it came to discussing their work, but he was already apprehensive about what the discussion would turn to when work topics had been exhausted. She was one of a handful of chemists he had any level of respect for anymore. Everyone else had proven to be beneath him with their childish banter and lack of professionalism.

Otto put down his clipboard and lifted the goggles from his face, looking with satisfaction at the tentacles as he picked up another beaker behind the shield. The design was quite simple, but the platform for connecting to the human nervous system was complex.

The arms attached around the midsection, with manual controls situated on the front panel. There were infrared cameras situated in the center of each arm that allowed him to "see" what they were seeing when he wore the goggles. But the real science comes in around the back of the device, which rests along the spinal column. The metallic spine is lined with electrodes that are sensitive to the spinal cord's nerves and every synaptic response the brain sends to the spine. The most basic of commands come down from certain areas of the brain, and the electrodes read each of these electrical commands, relaying the appropriate movement to each separate arm. It took a lot of practice, but afterwards the arms could be manipulated to do just about anything.

The clawed hands at the end were composed of three separate three-jointed appendages which could vary in strength to pick up something as delicate as a glass beaker, or be manipulated to bend iron rods. It was one of his most brilliant designs. Upon revealing his invention to the higher ups at Osbourne Industries, it was immediately pounced on as the next pet project. They figured it could be used for something more than just mixing hazardous chemicals or controlling nuclear reactions. But Otto kept the plans and diagrams to himself, and so far, he saw no reason to give them up. It was, after all, something he had designed himself, and passing it along to a corporation meant he'd be stripped of something else he'd created and once again…given no credit for it.

Sour grapes. Otto sighed.

Rubbing his eyes with his gloved hand, he set both beakers back down onto the unlit burners and started to retract the four arms back through the fire box wall when he noticed something that sent an instant chill of fear down his back.

There was an unlabeled beaker inside the fire box. It was starting to overflow with foamy red liquid. This was not part of his experiment, he was sure of it, and an unlabeled beaker with an unknown chemical could prove to be disastrous.

Who had put that there? Fear welled up inside his throat.

Suddenly the alarm over his fire shield began to shriek in warning. A volatile chemical reaction was taking place right before his eyes. Otto sucked in a sharp breath and pressed his hands to the shield wall of the fire box. There was going to be an explosion if he didn't do something fast. The arms swivel to life immediately, reaching for a small box in the corner of the fire shield. It was filled with a deterrent that was supposed soak up the offending chemical and therefore avert the danger. The clawed hand dumped the box over. It was empty. Otto felt panic wash over him again.

Empty. It's empty, oh my God, it's going to explode...Garbled thoughts raced through his mind as he tried to yank the arms from the firewall.

He barely had time to react as the red liquid touched one of the glass beakers. It took barely a second to eat through the glass.

An explosion rocked the lab as the chemicals combined. The brilliant flash of light was blinding – Otto's hands immediately flew to cover his eyes, but it was too late. The fire shield exploded, shards of safety glass and plastic thrown across the room. Chemicals splattered out and over the edge of the fire box, propelled with such force it coated Otto's entire torso and began to burn, blistering his flesh. The sound of the shrieking siren mingled with his own screams as he blindly fell backwards into the fire box behind him. Several canisters inside the box shuddered from the blow and fell, shattering instantly. The tentacle arms flailed as his body went into shock, finally curling around his body as he slumped to the floor, his screams finally silenced.

He lay unconscious on his back as a growing pool of the foaming liquid spilled over the fire box ledge. A greenish gray fog began to form on the ground, curling and licking at the edges of the room as it spread. The tentacles shuddered periodically, flexing and curling in uncoordinated fashion as the siren continued to sound, echoing throughout the empty Oscorp chemical warehouse…

They say what doesn't kill you makes you stronger. And believe me when I tell you; there is no one more qualified to agree with this tired cliché than myself.