The Story of Elizabeth Octavius

It took a few minutes, but Liz was soon able to explain the situation to Mysterio.

"So, let me get this straight" Mysterio said when she finished, "You want MY help in tricking this Shade character by hiding this trap of yours until it's time to use it."

"Well," Liz explained, "You DO always make yourself look like a hero; maybe it's time you actually be one. Besides, no one knows illusion magic like you do."

Mysterio thought for a moment: "Hmmm, you do have a point. Alright, I'm in."

Jake looked confused: "Just like that?"

"Just like that" Mysterio replied, "I've been meaning to leave the Sinister Six anyways; your father's been going a bit over the edge lately, Elizabeth."

Liz pursed her lips: "He has?"

"Ever since you left." Mysterio replied.

"What is he talking about?" Karmi asked.

"I'll explain" Liz replied, "But we should probably do it on the ground."

"Oh, right." Mysterio said, and he lowered the heroes back onto the ground.

"Oh, thank goodness!" Jake said, tapping on the ground with his feet.

Crimson Crusader shrugged: "As someone who flies, I'm used to it."

Mysterio landed in front of them, then he turned to Liz and asked, "Do you want to explain it, or should I?"

"No, I got it" Liz replied as she turned to the others and began to explain, "As you can already guess, my father is Otto Octavius: the original Doctor Octopus."

"Seeing as how my father's Curt Connors" Jake said, "I'm not gonna hold that against you."

Mysterio pointed at Jake: "I knew you looked familiar."

"The POINT is" Liz said, getting their attention back, "is that I used to work with him. He taught me everything I know I was so willing to follow in his footsteps and make him proud."

Her expression was sorrowful, as is she felt guilt for even feeling such things.

"What happened?" Karmi asked.

"The same thing that happens to any of us in the Sinister Syndicate" Mysterio answered, "She encountered Spider-Man."

…

The scene flashes back to Dock Ock's underground lab. Liz is seen working on some experiment that is currently hidden. Just then, Doc Ock walks up behind her and puts a hand on her shoulder.

"It's almost done, father" Liz said, "I just need a few more adjustments"

Ock smiles: "You've done well."

A few minutes later, Liz reveals her project to be some kind of back graft for herself, and after putting it on, the four metal tentacles come to life, now connected to her nervous system. She moved the metal arms around to get a feel for them.

"It works!" she announced.

"Well, there's only one way to be sure" Doc Ock replied, "Head out into the city and give it a proper test run."

Liz evilly chuckles as she runs out of the lab. The scene them switches to her using the metal arms to scale one of the skyscrapers in the city. Reaching the top, she looks over the city and smiles; oh, the plans she had.

Suddenly, a voice snaps her out of her daydream: "Geez, that must have been some joyride."

Liz whips around to see Spider-Man perched on an AC unit behind her, a half-eaten taco in his hand.

"I mean, the view's definitely worth it" Spidey continued, "but do you have to poke holes in the glass in the process?"

Liz immediately lashed out with one of her arms, only for Spidey to jump out of the way.

"Ok, can you guys seriously NOT try to kill me before I finish my lunch. I mean, really?" Spidey said.

"Shut up!" Liz yelled as she continued her attacks, but Spidey avoided all of them and shot out multiple webs, wrapping her up. He then stood over her as she struggled.

"Huh, a girl Doc Ock" he observed, "I never thought I would live to see the day."

"He's my father." Liz explained, unable to do much else, being trapped in the webs.

"Really?" Spidey asked in surprise, "Well, I gotta warn ya; he's probably not the BEST father figure."

"You know nothing" Liz snapped, "My father wants to help this city, and I intend to follow in those footsteps."

Spider-Man looked quizzical now: "Help the city?"

"Yes, but I don't expect you to understand; you're the one that always gets in the way."

Spider-Man was silent for a few moments before asking, "Have you ever gone with him, because this is the first time I've seen you."

Liz was caught off guard, but answered, "No he hasn't, but he does tell me what happens."

Spidey nodded: "Hm, just as I thought."

"What do you mean?"

Spider-Man didn't answer as he bought out his phone and flipped through it a bit. He stopped after a few moments, propped Liz up against the wall, and showed her a news feed of one of Doc Ock's attack. Liz watched at her own father grabbed cars and threw them aside, while Spider-Man swung around, trying to get people out of the way.

Once the video finished, Liz was at loss for words, but was able to say, "How…how do I know this is real?"

"Trust me" Spidey replied, "I don't lie about these kinds of things. Plus, this isn't from me, it's from the city news."

Much to her shock, Liz could see that he was telling the truth. She tried to grasp what had just been revealed to her; tears were beginning to from in her eyes.

"I don't understand" she said, "Why would he lie to me?"

"He never was completely stable in the head." Spider-Man explained, "That's kinda why his wife left him."

Now Liz really looked surprised: "Mom? But, he told me you killed her."

It was Spidey's turn to be surprised: "What?! NO! I'd never kill anyone!"

"Where is she then?"

Spidey thought for a moment, then replied: "I can take you to her but you need to promise you won't attack me the second I let you out of these webs."

Liz didn't even hesitate: "Deal."

A few minutes later, Spider-Man led Liz to an apartment area near the outside of the city.

"S.H.I.E.L.D. brought her here to protect her." He explained, "But I think you should see it anyway."

The two landed outside the window, and Liz peered in. Inside she could see a woman, probably in her early thirties, with brown hair, light skin, and blue eyes. To Liz's shock, she looked just like Liz, if Liz herself was older. The woman was currently sitting on the couch in the room and was holding a picture of something, looking at it. Recognizing her, Liz gasped as she ducked away from the window, trying to process what she just saw.

"I have to speak with her." She then said.

"I'd let you" Spider-Man explained, "But I don't think that's a good idea."

"Why not? She's my Mom."

"But for all we know, you're still being tracked by Doc Ock. If you go in there and talk with her, than you put a target on both of your backs."

Liz realized he was right and began to tear up. Spidey put a comforting hand on her shoulder.

"I think there's a lot you don't know about your family." He explained, "To be honest, there's a lot I myself don't know either."

"What do I do then?"

"That's up to you."

Liz thought for a moment; her whole life she had followed her father, but now she realized he had been lying to her the whole time, and that destroyed her trust in him. Spider-Man on the other hand…

"I can't follow my father anymore" she finally said, "I want to become a hero, like you."

"Not the answer I was expecting, but it's not unwelcome." Spidey said, "My advice, though: you need to get out of New York. There's no telling if your old man's looking for you or not, right now."

Liz nodded: "Got any suggestions?"

"Follow me." Spidey said, swinging off. Liz followed, using her metal tentacles to propel herself along, jumping from building to building.

…

The scene switches back to Liz and the others with Mysterio in the warehouse.

"Spider-Man helped me sneak onto a plane" Liz finished explaining, "and a few hours later, I ended up in Europe, where I soon met Crimson Crusader."

"Dang" Jake said, "that sucks."

"It was better than staying in New York with my dad."

Karmi nodded: "Eh, true."

"Once Ock realized his daughter had left" Mysterio explained, "he became furious. IF he didn't want to get rid of Spider-Man before, he certainly does now. Unfortunately, it's only blinded him, and his leadership of the Six became questionable, which is why I left."

"You know who replaced you?" Jake asked.

"From what I've heard, Osborn did."

Jake laughed: "Green Goblin?! Man, Ock really is losing his mind."

Karmi took this opportunity to interrupt and bring everyone back to the task at hand: "Ok, look, I like a good backstory as much as the next guy, but we need to hurry; there's no telling when Shade's pickup will get here so we're kind of on the clock."

"She's right." Crimson agreed, "We need to head back to the carrier."

Liz nodded, then turned back to Mysterio: "You coming?"

"Lead the way" Mysterio replied.

"This better not be another trick of yours." Jake threatened as they walked out.

"Relax" Mysterio reassured, "I may be known for my tricks, but I can promise you this is not one of them."

"I hope so" Crimson said, "For your sake."

A little while later, the team made it back to the jet, which took off for the Helicarrier once it's passengers had entered.