FATR: The first five lines of dialogue are taken directly from Partners in Danger-The Cat. I can tell you all now, I do not own any of the characters that will be appearing in this fic. It is entirely based on the cartoons, specifically The Cat and The Black Cat, and I do not own any of those either. Rated for language and connotations. Do not worry if you have never seen these episodes or any of the cartoons at all. I will provide relevant information. I'm sorry if I spelled "Ausbach" or whatever wrong. It has such little bearing on the story, anyway.

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In her room, Felicia Hardy paced restlessly up and down the length of the rich carpet. There was a load weighing on her mind. She'd been thinking about her absent father more than usual lately, ever since Spider-Man had become a blip on her radar screen. She had always felt, a little guiltily, more in tune with her father than her mother. Perhaps she had a mild Electra complex, because she seemed to always be attracted to adventurous, mysterious men. Not only was her painful, almost hopeless attraction to the costumed hero and her sadness over her father's disappearance dragging her down, but also Octavius' sudden reappearance in her life. Her and her mother's lives. What devious scheme was he plotting to extort money from them now? How was her mother connected to the theft of the Ausbach fortune? The doctor was probably just suffering from some delusion. He was insane enough. But what had happened to her father? He had always been going out on enigmatic night errands. Perhaps he had... Felicia immediately shook off these suspicions. No way daddy was a criminal. I just need some fresh air to clear my head.

She stepped out onto the balcony. The wind whipped through her hair as she hugged herself against the cold and turned to admire the city scape on her right. Behind her, a hissing metallic sound made her stiffen.

"Nervous, Ms. Hardy?"

She could have recognized that accent anywhere. Her fears were confirmed as, with a small gasp, she whipped around to face the yellow and green clad figure crouching on the side of the building. She could see her own frightened face reflected in the black glasses. "You," she hissed when her heart began beating again. Then her situation hit her and she charged back into the house. A tentacle chilled by the night air clamped around her ankle while another one rammed into her back. The floor knocked the air out of her lungs. She heard the thud of Doc Ock's yellow boots on the balcony as he alighted. She twisted to face him. "What are you doing here?"

He smiled sinisterly and began to reel her in like a fish. "Just picking up a special package."

"No!" Felicia shrieked, fingers clawing for an anchor or a weapon. Lamp chord, floor lamp, bingo! She hoisted the unwieldy object into the air and managed to smash the octopus in the face with it, cracking the glasses. He growled and released her, concentration disrupted temporarily. Knowing she was out powered by far, her fight or flight instincts told her to flee. She obeyed but to no avail. Otto was lashing out almost completely randomly now. She managed to duck one which whistled by inches from her head and smashed a picture on the wall. While she was distracted, another one came in low and caught her in the ribs, smashing her into a nearby table. She lay across it and gazed in horror as the arm raised above her like a deadly whip. She twisted aside just in time and the table was decimated instead of her skull. Then something was constricting her waist and she flew towards the mad man on the balcony. Of course she screamed and beat on the arm, but he probably couldn't feel it.

Octavius stepped up onto the railing and tapped the side of his glasses. The night vision feature blinked on and fuzzed back out. She must have damaged it. Damn it all! He tapped them harder this time and the night vison popped on in the undamaged side. No matter, he could fix them when he returned to base. He knew almost exactly where he was going anyway. "You should be more careful, Ms. Hardy. I might drop you."

She glared at him, glanced at the streets below, and knew she had very few choices. She also knew she'd rather be in this bruising grip than splattered on the sidewalk. When the human octopus seemed satisfied that she was done struggling, his attention returned to the street. "Where-" Her inquiry was sucked out of her mouth by a rush of air as he leaped over the edge. She screamed before she realized two of the arms were gripping the underside of the balcony, buried in the stone itself.

Doc Ock flattened against the wall and pulled the girl up against his body, covering her mouth with his yellow gloved hand. He stared up at the underside of the balcony for a long time. When nothing moved he made his way swiftly around the corner of the building and vaulted across an alley onto the building next door. He crouched in the shadows of the brick canyon, three tentacles anchoring him firmly to the wall.

Felicia growled at him to get his hand off her mouth but he was preoccupied with something on his belt. That's when she summoned up the courage to bite his hand. He jerked his hand away and held her away from him. She couldn't see his eyes but it was obvious he wasn't happy. Felicia, however, was not one to be pushed around, so she crossed her arms and scowled right back.

"Do you know who you are dealing with here? Do you?!" He shook her.

"An overgrown, psychotic squid?" She smiled innocently.

His eyes narrowed behind his glasses. "Do not push my civility, Ms. Hardy."

She rolled her eyes. "This is civil? Blackmailing my mother? Trashing our house? Kidnaping me again?" The tentacle constricted. She squirmed. "Let go of me, you sick freak!"

Octavius raised an eyebrow, a dangerous expression on his face. "As you wish."

The tentacle around her waist went slack and she slipped out. The ground rushed up at her but the air was whistling past her too fast for her to get enough to manage a proper scream. At the last minute a claw snagged her arm and jerked her back up, all but dislocating her shoulder. She looked up to see Ock holding a strip of cloth in his organic hand. There was a big grin on his face, and was it her imagination or was he... laughing? Yes, laughing, at her, and her fear. That was the worst one liner I have ever heard. But she didn't dare criticize him out loud again, at least not until they were safely back on solid ground. He was quite clearly an insane megalomaniac, and he had all the power over her while they were this high up. She depended on him and his tentacles to keep her from going splat, and he knew it. That little exercise had proven it. They were once more face to face, her dangling by her left wrist. When she spoke, she made sure she sounded defeated. "How much money do you want this time?"

"This isn't about your mother anymore."

Felicia tilted her head at the subtle emphasis he put on 'mother.'

He pulled the blindfold tight between his hands. "Now I must blindfold you. I would appreciate it if you do not try to bite me again."

Felicia allowed him to blindfold her. That wasn't a big deal. What nearly got her going again was when she felt his body against hers and one of his human arms around her waist. "Now wait just a-" she started.

"I require the use of all four tentacles to travel at optimum speed." He hooked his other arm under her knees. "The sooner we reach our destination, the sooner we can end this unpleasantness. Right?"

Unpleasantness? She wasn't sure if she should be insulted or relieved. "Sure."

The doctor nodded. "I suggest you hold on."

Felicia's head jerked up as though to look at him though she couldn't see him. "Hold on?" Her question was answered by a sudden lurch and then they were shooting up the side of the building. She squealed and her arms impulsively latched around his muscular neck and shoulders. Watching him on the news, hearing the loud booms, and seeing the destruction left in the arms' wake, she had come to believe traveling this way would be jerky and uncomfortable. The uncomfortable part was being pressed against the doctor's gaudy yellow chest plate There was a lurch in her stomach and she knew he had hopped buildings again. Ignoring Octavius, she was beginning to enjoy the ride. Had she not known better, she could have sworn they were actually flying.

As time went by, he began to notice his charge was shivering. His suit was designed for the temperatures encountered when cavorting about on rooftops at night, at any time really. All well, he could see the spire of the building not too far off. He glanced down to make sure the blind fold was secure. It was. Good. He stopped on the edge of a roof and looked around, plotting the best course.

Why did we stop? She felt a familiar jolt as they were propelled into space but this time there was no jolt of catching onto another building. Gravity took over for what seemed like far too long and she fought down a scream. There was a boom that was louder than usual but the impact felt about the same. Those arms must have some high-tech shock absorbers. She could hear cars closer than they had been the whole trip and their progress had slowed, but she stayed quiet and still, ever the good little hostage. After a time she heard her captor's exotic accent in her ear.

"I'll need you to climb on my back now, Ms. Hardy."

"How am I supposed to do that if I can't see?"

"I'll assist you."

"Why do you want me to do that now, anyway?"

Otto smirked, though she couldn't see it. "Let me put it this way, my dear: You can either wrap your legs around me from the front or the back. It is your choice. I will not complain either way."

Her jaw dropped at his audacity and she made a mental note to slap him first chance that came her way. His laughter once more reached her ears as she hopped out of his arms, placed a hand on his shoulder, and moved around behind him. Two tentacles gave her a boost, and they were off again, this time climbing straight up, up, up... She could tell why he had wanted to be able to get closer to the surface of the building, but it still didn't give him an excuse to say the things he had said. There was a whirring sound over head followed by a k'chunk. They climbed over a ledge or something and were once more on solid ground. From the feeling in the air, they were inside, but she didn't know where. The whirring resounded again as their entrance snapped shut. Now she was trapped.