EVENT: Is There A Doctor In The Audience?
Event-icon Who: Spider-Man, Shadowcat, and Axiom
Where: A Small Theater -- Off, Off, Off Broadway -- New York
When: Evening -- December 13th, 2012
Emitter: Spider-Man
Tone: Classic
What: A very, very, very off-broadway play about New York's least favorite webslinger opens to mild curiousity. But at least one of those in the audience is less then impressed by his particular portrayal and chooses to make his displeasure known. Vehemently. Chaos ensues. Everyone is a critic.

It was several weeks ago when Peter Parker first heard about this... well, this absurdity. Not surprisingly it was in the middle of one of the rants of his Editor who seems to dwell on everything arachnid. Or at least everything involving one certain arachnid. At first the young man figured that Jonah Jameson was just making it up, another non-sensical accusation hurled towards the individual he considers Public Enemy Number One. Even after hearing it from other, more reliable sources he had a hard time believing it. But here it is. Opening night of Spider-Man - The Spectacle. The moment he has approached with no little dread... and maybe just a little curiousity.

It was a given that a fringe production like this wouldn't exactly be housed at an established theatre. It was obvious from the moment that Peter Parker first heard about this production that it was going to be bad. Painfully so in all likelihood. But that didn't stop him from volunteering to cover it for Jonah. Which is why he and maybe two dozen other curious (and possibly masochistic) individuals find themselves being ushered into a small, run down looking building that looks more like an abandonned factory (or more likely an abandonned sweatshop) then a theatre. The coat room looks suspiciously like where the 'theatre manager' lives', the stage a slightly elevated area at the far end of the building and the seats an array of fold out chairs. Maybe they spent all the money on the production values, right? No, probably not.

Walking in at his friend's side, Harry Osborne rolls his eyes as he looks around, shaking his head and casting a wry grin towards Peter. "You know most college students can find better things to get up to on a Friday night Pete. But this? Prepare for me to say 'I told you so' at least a dozen times for the rest of the evening," he complains good naturedly as they pick their way down to 'their' seats. Which really means grabbing one of the folding chairs before anyone else does.

What's the old saying? Oh yeah, all actors really want to direct. Well fan fact, most dancers actually want to be actors. And Kitty's old friends from her Chicago dance class in Chicago are no different, so when Kitty got word that Beth LaGrone had made it into a New York play production? Well, it was all very impressive and she wanted to be supportive, even if Beth had been nothing short of a nightmare when they had been company partners.

Thus it is with a mixture of horror and selfish relief that Kitty walks into the rather shabby playhouse and finds...well, this. She does a good job of stifling the giggle that bubbles up in her throat, choking it down by biting down hard on her bottom lip. She glances at her ticket and realizes the theatre doesn't exactly have assigned seating. "Wow," she actually says outloud, though it's mostly to herself. Glancing around, she eventually takes a seat near the back, towards the left. Yes, she's willing to be supportive, but she also is not willing to be TOO supportive. She really didn't like Beth very much at all.

Eddie honestly couldn't believe his luck. Everything going so well and then he wins a ticket to the Spider-Man play he and the other fanboys had been so interested in. He's grinning as he steps inside, dressed in jeans and a Spider-Man t-shirt. Finding a seat, Eddie sits down and eagerly awaits the start of the show. He makes sure to switch off his cell phone since he heard you're supposed to do that. Sliding his backpack to rest at his feet...since he didn't really trust the coat check with it...he looks around quickly while waiting for the show to begin. Eager fanboy is eager.

Perhaps the one and only redeeming moment of the night is the fact that at the very least they are not kept waiting for the show to being. Two full minutes before Eight the 'director' appears on stage -- the backdrop of which looks susipiciously like a half dozen or so shower curtains sewn together -- to gives his introduction. The bad news? The young man, complete with scraggly beard is both long-winded and pretentious. However, a good tweleve minutes later he finally begins to wind down his enthusiastic presentation of the 'meaning' behind Spider-Man - The Spectacle. " you can see how this man, this Spider-Man really, truly embodies everything that's great about New York City. This may look like humble beginnings, but believe me, you will witness an event tonight. So without further adieu..." he concludes, making a sweeping gesture as he steps off the stage.

"Well that was long and painful. But I'll bet you that his speech is still more entertaining then this show is going to be..." Harry murmurs.

"The show's starting. Shhhhh," Peter mutters in reply.


"Huh. You know, I never would have guessed that Spider-Man's mother was in fact a mutant spider from Saturn," Harry muses.

"I'm willing to wager they took some dramatic license there," Peter retorts, slumping down a little further in his seat, holding up a hand to his forehead. Perhaps warding off the beginnings of a headache.


"Uhhh, is it just me or does that costume kinda look like it came from a department store? Spider-Man's mask isn't held on with an elastic, is it Pete? And you know, I don't think I ever considered just how awful a fabric spandex really is. I mean, there's just some things you can't unsee, you know?"

"Just watch the play Harry, just watch the play," he mutters in reply. And desperately hopes he doesn't look quite as ridiculous as that.

She had expected bad. She had really prepared herself for some A-Grade MST3K level awful. But this? This is a trainwreck happening before the eyes of Kitty Pryde in slow motion. She can't help but wonder if there is some, small, maybe even passing possibility for satire in here. But yet, she sits, mostly smiles and doesn't laugh at too many inappropriate points.

But then there comes the line that does her in. As Beth LaGrone, playing the moonstruck love interest with as much melodramatic gravitas as she can muster asks in her husky best, 'Are you more man, or more spider?' and the faux-Spidey responds with simply, 'I suppose we'll have to find out together. You. Me...and this City."

She can't hold it in. She legitimately can't, and she's sure that any doctor in America would find it medically impossible to keep this LOUD belly laugh from erupting from her gut. She quickly kills it, and is thankful that the low lights give her some anonymity. But the chortle happened. And she can't make it unhappen.

Eddie sits quietly as he listens to the speech, hoping it ends so the show starts. Of course as the show starts and things turn out not at all like he was expecting, his enthusiasm deflates. Frowning, he slumps in his seat and continues to watch. The laughter from somewhere behind makes him glance backk to try to find the source but eventually give up and just sit back down. He's not going to have much nice to say about the play when he gets home to tell the other fanboys online about it.

Inappropriate laughter -- at least deemed inappropriate from the director and actors point of view in all likelihood -- is pretty much the theme for the night. It is frequent and has the added benefit of blotting out at least a few of the lines. But one has to give the cast credit, they gamely continue. Though it's possible that they simply haven't noticed the laughter. The acoustics of the place? Yeah, not so great.

"~Spider-Man, Spider-Man, does whatever a Spider Can..."

"Wow. You seem to see this guy a lot Pete? Does he really go around singing like that all the time? Because if he does, and I was a crook, I'd just give myself up to the police to avoid hearing that song again," Harry says, the grin on his face getting bigger and bigger the longer the nights goes on.

"Not that I've noticed," Peter retorts.

"I'm pretty sure that would be impossible to miss."

"Probably," the photographer conceeds glumly. "Why didn't I get a trademark?" he mumbles to himself.

"You say something Pete?" Harry asks with that too broad grin. "I was just singing along," he retorts.

The show pushes on, the low level thugs giving way to a real threat at last when Kitty's friend is kidnapped by the mysterious villain. And as he makes his appearance, numerous tinfoil tentacle-like appendages badly glued to his belt, he is met by a barrage of silly-string webbing, as much ending out in the crowd as on the unfortunate actor playing Doc Ock.

"Mmmmmm. Do you think the real Spider-Man's webbing is edible too? Tasty, but it seems a little risky to have your foes eating their way free," Harry points out helpfully.

But before Peter can offer any reply there comes a loud crash from back towards the rear of the theatre. Suspiciously like one of those metal folding chairs being hurled away. A man stands there, dressed in hat and trenchcoat -- not exactly something one sees everyday, but then it is rather dark in the 'theatre'. Whether for effect or because they couldn't pay the electric bill is an entirely different matter. "Enough," the shadowed figure shrieks. "I have seen enough. You shall not be subjected to this... to this ridicule!"

The play continues, and Kitty is relieved to discover she's not the only one who has to burst out laughing. She probably won't even be questioned about it later. Her distance from the stage saves her the indignity of silly string in the air, or the alternative of having to do a quick phasing job. She silently wonders if sneaking out early of the play would make her a completely awful person.

Then the clash happens behind her, and Kitty's head snaps around to see what is happening. She for a moment considers if this part of the performance, but there are a few things that tip her off that this is indeed not an actor. For one, the players in the play itself don't seem to be reacting with any real punny or quippy dialogue immediately, a theme throughout the night.

Secondly, if this guy in the back is acting he's actually good. For her part, Kitty is more convinced he's genuinely pissed. Which...could be a bad thing.

Eddie may not like the play but he does at least get a little into the song. He'll be singing it later. He feels bad for the people putting on the play too. Giving a bad review is one thing but laughing through their show is just disrespectful. The sudden crash makes him jump and let out a little squeak. Frowning, he turns around to see the source of it. "What..."

Coming from justabout anyone else, the interruption might have been a good thing. If it was a stunt by the director, it could have been considered absolutely brilliant. Perhaps then everyone could by into the fact that the play is satire and enjoy the knowing wink. But alas, this isn't part of the evening's planned events at all and the play really is just tripe.

"This... this abomination will not be allowed to continue," the shadowed figure screams, the bad acoustics of the theatre not bothering him at all it seems. "This... this farce, this work of the most purile, juvenile sort must end, must not be seen by another living soul," he continues, practically trembling.

If there were any doubts, at least one person in the theatre knows that this is no joke, that this is not part of the evening's entertainment. He recognizes the voice. "Hey, this could be worth a couple of pictures. I left my camera in the coat room..."

"You mean flung across that cot in the corner by the entrance?" Harry offers helpfully.

"...on the cot in the corner by the door," Peter agrees glumly beforre continuing. Why did he ever think coming to this would be a good idea. "I'll be right back," he promises, darting along one wall towards the exit.

If the shadowy figure in the back notices the imminent departure of one of the audience, he gives no sign of it, his attention seemingly fixed on the stage up front. "I am not Doctor Octopus. I am not a laughing stock," he begins, his voice lowering ominously, the threat behind his words obvious now. Maybe he should give acting lessons? "I am Otto Octavius. Dr. Otto Octavius. And this will not stand!"

All at once the trenchcoat that drapes his body seems to... well, dissolve, torn into dozens of pieces as a quartet of metallic arms lash out over the heads of the patrons, unerringly reaching for those on the stage. While several of the actors fall back, scrambling away, at least two are too slow -- unsurprisingly the hero and villain of the evening. Both are grasped by metal pincers, held aloft to dangle, feet above the stage. "That you would allow this, participate in this... it sickens me," he growls, abruptly hurling the masked actor through the makeshift set dressing, leaving a gapping hole there.

Yeah, absolutely totally not part of the play. Kitty eyes the situation and see the two actors get nabbed by the Not-So-Good Doctor. In turn, she glances towards him and...disapears. Sinking, seemingly out of sight and into the floor. A few moments later, however, she reappears, now behind Doc Ock and still intangible. Reaching her arms out, she reaches to what looks like the main housing unit for the arms, silently hoping these things can be shorted out without giving him a aneuryism. She would feel bad if that happened. Probably.

"Doc Ock!?" Eddie yelps as soon as the name is said. He's not waiting around for an attack, nope. Eddie's out of his seat and scurrying for an exit quickly. Backpack in hand, he's going to go get quickly changed. Little Eddie Resilver is just a normal audience member...but he's rushing off to get suited up as the superheroic Axiom. Who's still kind of short.

Darting out of the theatre, it is not his camera that Peter goes for. For one thing, it most definitely is not sitting on some random cot in a rundown, sham of a theatre. It's about the only thing of value he owns afterall and he is just a little dependent on it for his livelihood. No, instead he takes a quick glance around and tugs on his familiar mask -- this one actually fitting his entire head instead of just being held on by an elastic -- and begins to shed his clothes. Darting towards a closed door, he makes his way down a narrow corridor, the thin walls allowing him to hear everything going on as he picks his way towards the backstage area. Indeed, he is just in time to watch his much less heroic stand in get hurled through the shower curtain-ish set dressing, instinctively flinging up hands and letting loose a barrage of webbing that softens the screaming actors fall. "We Spider-Men have to stay together. But do me a favor? Never, ever wear that costume again, 'kay?"

Out in the actual theatre even the most hopeful members of the audience have finally clued in that this is no performance and more then a few of them begin to run screaming towards the door. Some, but not all. Understandable really. This is far more entertaining then what they had been watching afterall. Indeed, Doc Ock seems to be working himself up to a good lather, shaking his far less impressive duplicate back and forth, those tinfoil copies of his own appendages breaking off, or dangling limply at the terrified man's side. "Let me demonstrate the price one must pay for attempting to humiliate me..." the half-mad scientist begins. Which is right about the time that Kitty makes her move, those metal arms abruptly falling limply to the floor -- and the terrified actor with them. Almost at once he begins to push himself back across the stage, blindly, uncaring, just wanting some distance. Otto, on the other hand can only look at his suddenly useless 'arms' before a snarl crosses his face and he turns towards the young woman behind him. "Impudent wretch! What have you done?" he demands, a clumsy swinging forearm directed at her head.

Kitty's attention is drawn towards the cast member who is capable of making his getaway, cracking into a wide, possibly proud grin before snapping her attention back towards Otto. "Hey, no one calls me a wretch," she snaps back, keeping herself phased so the arms pass harmlessly through her before she charges, walking on air to give herself a slight lift until she goes solid again and shoots up her arm, the trajectory of her swing hopefully giving her a square uppercut to his jaw. The punch isn't exactly jaw shattering, and with quick reflexes a diabolical half mad doctor would probably be able to get his own blow in before she thought to go intangible again.

Barreling through an exit, Eddie starts pulling things out of his backpack starting with a domino mask that's smoothed over his face. Shedding some clothes and swapping others out for his costume, Eddie goes Axiom and then darts back inside. The commotion heard through the walls gets him running faster. He arrives backstage in time to see Spider-Man save not-Spider-Man, a grin spreading across his face. "Spider-Man, oh man. So glad you're here," he says. The noise from beyond the set draws his attention though and the teen scrambles towards the stage to see what's going on.

In back of the stage, Spider-Man hops up behind the set dressing though quickly whirling when he hears the approaching footsteps of someone else. A someone else who at least isn't another of the crooks that seem to hold a perpetual grudge with him. The sudden tension in his shoulders and arms relaxes and he dips his head towards the other masked man. "Oh, you know, I was in the neighborhood and I could hardly let my fans get swatted around. Especially after they sat through an hour of that... show," he says, flipping an idle salute his way before creeping over to peer out through that ragged tear in the shower curtains. "I don't have so many fans that I can afford to let any of them get hurt afterall... huh... maybe I shouldn't have bothered," he concludes, a grin spreading over his face beneath the mask. Doc Ock, getting hammered by a girl. Oh, that's worth gloating over. Though when he watches Otto's arm swing right through her without resistance the grin fades a little. Okay, a pretty unique girl.

One would think that Dr. Otto Octavius had never taken a punch before, the way he reacts to Kitty's blow, staggering heavily to the side. Admittedly his momentum was already carying him that way when his arm failed to meet with the expected resistance and the sudden dead weight of those for metal arms don't help, still, it is all he can do to keep his feet. Lifting a hand to his mouth and touching his bottom lip, his fingers come away bloody, eyes widening incredulously. "You dare...?" he begins, voice a mix of fury... and maybe just a little bit of fear and confusion. "I will... you are going to..." he begins, shaking in place. It is almost comical, as he takes a step towards her and is abruptly drawn up short by those useless arms. Except that one of them gives a twitch. It is almost unnoticable in the darkened room, but soon the others are twitching ever so slightly. A sweat breaks out across Otto's forehead, eyes narrowed. And abruptly, those metal arms leap to life once more, all four of them plunging towards Kitty, the pincers closed, narrowed to sharpened points.

Kitty smirks a bit as the blow pushes him back, her hands lifted up in a tough girl stance. "Yeah yeah, big talk. I've taken down jack-asses like you before, so save you spe--" she starts, but then she sees something out of the corner of her eyes, the arms jolting to life and plunging at her. Caught off guard, her phasing is able to kick in just at initial impact. The result: the arms seem to drive her back several yards, but she isn't a tentaclekabob. IT's a fair trade off, as she sinks into the floor beneath her. Time to regroup.

Axiom chuckles softly. "It was a pretty bad show," he glances at the actor. "N-no offense," he adds quickly. Turning his attention back to the conflict going on in the theater, he's a bit surprised to see Kitty in action. "Wow," and then he catches sight of the phasing and his jaw drops. "Okay, that's r-really cool," he remarks, wondering if Kitty will even need their help. He gets the answer to that unanswered question when the bad doctor's tentacles spring back to life. Tensing, he reaches out with his powers to boost Spider-Man's abilities. With that done, Axiom mimics the wall-crawler and his costume shifts into a combination of his own and Spider-Man's. "Hey!" he calls, quickly ducking under the shower curtain-backdrop to take the stage. "H-h-how about picking on someone else, jerk!"

"Looks like you and I get to sit this one out. Seems kinda odd to just stand aside though..." Spidey admits as Doc Ock and Kitty have their little exchange that only comes to an end when those metal limbs surprisingly come to life once more and launch themselves at the teen. Having missed it the first time, the Webcrawler's eyes widen as he watches her go intangible and sink down through the floor. "Oh wow, that's pretty awesome. I wish I could do that. I am so tired of getting hit in the face," he mutters. "Looks like we're up," he agrees with a nod towards Axiom.

For just a moment a look of triumph slides across the bad Doctor's features, that quartet of tentacles seemingly driving his new nemesis backwards. Driving her backwards, not driving through her. When she sinks out of sight once more, Otto bellows, those heavy metal tentacles slam down on the floor where she was standing, ripping through it like paper to no avail. He whirls only when he Axiom calls out, eyes narrowing at the two Spider-Men standing in the ragged breach at the back of the stage. "Two of you! No, imposters I see. I have had enough of pale immitations for once evening," Doc Ock growls, a pair of those extra arms leaping towards them.

Ow. Ow ow ow. Kitty, beneath in the basement of the theatre, checks to see just how bruised her midsection is. Broken skin? Yep, and bleeding. She'll need to get that bandaged up when she gets back home, but can't worry about it right now. Spider-Man needs her help! But how? She starts to look around her, and hmmms as she sees something. Forcing it out of it's position in the wall, she slowly starts to make her way back up, up, up through the floorboards. Hopefully she isn't too late!

"Actually," Axiom begins. "Whoa!" he yelps, leaping up and over the arms coming his way to stick to the nearest wall. "Hey! He's the r-real Spider-Man," he says, not bothering to introduce himself. "I'm just copying him," he adds, thrusting a hand forward to fire off a webline at Doc Ock. He's trying to cover his eyes with the sticky goop, hoping to create an opening for Spider-Man to attack.

For a moment it is obvious that Otto has badly under-estimated the pair up on the stage, much like he under-estimated Kitty only moments earlier. Those metallic limbs lash out and instead of finding their target, Spider-Man lunges out of the way, leaping upwards, body contorted in a seemingly impossible pose. But even airborn as he might be that doesn't keep the arachnid hero from lashing out with one hand, a glob of webbing fired back in return -- intercepted only at the last moment by another of the tentacles that abandons its efforts to tear up the floor of the theater. Nor does he have any more luck with Axion, that metal pincer shooting past wihout so much as a scratch. "So... not just immitations afterall. How can you defend these fools, Spider-Man? They have slandered you as much as me. Though perhaps you at least deserve it," he says darkly, anger thick in his voice as he begins to look around once more for those responsibile.

"If I hauled off and hit everyone who called me names or said something less then flattering about me, well, I wouldn't get very much done now would I?" Spidey retorts, already racing towards his old foe, ducking low to avoid the lashing tentacle. With rather surprising ease. He'd almost forgot what it was like to be around Axiom. "Boo hoo hoo. You looked dopey. You have four extra limbs and less fashion sense then, well, me. You should be used to a little poilte teasing," he points out, tossing another web-ball towards the enraged man.

A few more stories up, and Kitty finds herself back in the theatre, audience to Doc Ock versus Spider-Man and...Spider-Man. Man, that's three Spider-Men tonight; it's like this guy has an army of clones or something. Shaking off that thought, Kitty quickly hoists her weapon and quickly moves towards Otto, only materliazing when she's within shooting distance, but still keeping an eye on those tentacles. "Hey, jerk-face, you missed me," she snarls before pulling the tab out of the fire extinguisher and aiming it at the general direction of the mad scientist. Yes, it makes him harder to see as well, but once the extringuisher is empty she tosses it aside and runs through the smog, phased. If she can short out the arms again, maybe the Spider-Men can get in close enough to land that knock-out punch.

"If the play offended you that m-much, you should really stay off the internet, Doctor," Axiom advises. "And a bad play is n-n-no excuse to -attack- people!" he adds more firmly. Leaping off the wall and trying to land on one of those tendrils so he can knock it away from whatever it was trying to do. "Hey, your c-costume is awesome," he calls out to Spider-Man when he overhears the comment about fashion sense. The sudden appearance of Kitty startles him but he ends up grinning when he sees what she's doing.

Plainly this was not what Otto Octavius had in mind when he went out tonight. Of course only the most delusional of individuals could have believed he was going to see a good portrayal of himself in a play like this -- putting aside the relative acting talents of those involved. But then he is a mad scienist with metal arms fused to his body. A few delusions might not be out of the question. But it is a safe bet that he didn't expect to be attacked on three sides for registering his displeasure in a crowded theatre. Worse, to be attacked and to be blind. Whirling at the sound of Kitty's voice, Doc Ock takes that faceful of fire extinguisher square in the kisser, coughing wildly as that cloud of white envelops him. Axiom grabs one of those metal tentacles, tugging it away from where it has started to burrow backstage, looking for a new target while Spider-Man's web-ball hits home with an audible splat. "Da... Damn you... damn you all," he says between coughing. But despite being blind, those metal arms of his seem to react just fine. While one keeps Axion occupied, the other reaching, one wrapping about a pillar while two others reach for the rafters. And then they begin to tug.

"Why thank you. /I/ think I look quite daper in red and blue but I hear the discerning heroes are all in black and white this year.," Spidey retorts to Axiom as he continues his head long lunge towards his old foe, diving into that cloud of mist... and abruptly being knocked back and sent sprawling by the metal tentacle that leaps out of the cloud, wrapping around the support pillar nearby and beginning to shake it ruthlessly. Little clouds of dust, debris begin to fall from above and Spider-Man takes a quick glance around -- long enough to confirm the worst. Several of the audience and cast members are still present, watching the fight. Including Harry. "He's trying to bring down the roof!" he shouts out in warning. You know, just in case anyone missed that.

The fire extinguisher certainly seems to have done the trick of disorienting the Ockman, which gives Kitty another happy. The sound of the roof creaking, however, does not. "Ah cheater!" she shouts, but soon she starts to rush towards the remaining innocent. "Gogogo, get out of here now," she shouts, trying to think how many she could phase with here. No way to get all of them. Her arms aren't nearly big enough. Still, she does grab on the shoulders of a few of the cast and audience, pushing them along and secretly giving them a little chill as their atoms start to broaden a bit. She can't save them all, but she can save some, as she glances behind her, hoping that the Spider-Men can save themselves...

Grunting slightly as he catches the metal limb, Axiom puts mimicked super strength to work, fighting to keep that tentacle from going after innocent people. When the shaking begins, the booster glances up. Letting out a little squeak, he fires some webbing to try to pin the tentacle down before leaping at Doc Ock in hopes of stopping him from trying to bring way more than the curtain down.

Can Doc Ock actually see through that white haze engulfing him or are those metal arms working of their own accord, to extricate the man from his poor circumstances? In the end it doesn't really matter. The effect is much the same. With a loud crack tha central support pillar abruptly snaps in half, coming away wrapped up in those coils for just a moment before it is helpfully winged in Kitty's direction, crashing across the room with a thunderous boom. When it is ripped free a large chunk of the ceiling comes with it, plummetting downward towards a pair of the bystanders. Meanwhile, the rooftop rafters begin to shake ominously under the other tentacle's attention, another loud cracking giving warning that they too are about to give way. "Now... now let me show you how to truly bring down the house!" the man cackles between coughing fits as the cloud of chemicals begins to disperse.

Spidey is on the same page as Kitty and as she gathers up a few of the stragglers and hurries them towards the exit, he does the same. At least until he sees a chunk of the roof plummetting towards the pair nearby. In a flash arms reach out, weblines are lung, finding their marks and he tugs hard, jerking both of the startled indivduals towards him. "Run!" he shouts at them, motioning towards the door, sheparding them towards it before glancing back... and spotting Axiom trying to buy time.

Brute force works, just long enough at least and Axiom manages to restrain that metal arm long enough to bind it. It tears at the restraint and the webbing gives, though doesn't break right away. That's one tentacle out of the way and with the others occupied, there is nothing to stop the young hero from reaching Ock. Again the mad scientist is staggered, one of his metallic assistants reaching to try and pluck the Spidey-double off of him even another manages to tug one of the rafter's free at last. With a great cracking sound, huge gaps suddenly appear in the roof above as half of it seems to topple inward towards the struggling pair in the center of the now trashed theatre.

"Keep moving and watch out," Kitty instructs traffic as she watches the ceiling with acute interest. She's less concerned about herself, and more about the loose debris that might come crashing down on unexpected escapees. She glances towards Spider-Man, before giving a quick glance back towards Axiom. "Friend of yours? One of us should probably make sure he gets out too..." and no way is she gonna threaten the life of one of New York's actual finest, so soon she breaks into a full-sprint, attempting to get to the copy-aracnid before the roof completely collapses. Any onlookers might notice boards and beams passing through her as they fall. "Hey, Other Spider, this place is coming apart, time to jet."

Axiom starts to swing a punch at Doc Ock when he's snagged by the tentacle. "H-h-hey! Let go!" he yelps, flailing a bit. The cracking sound makes him glance up and there's another squeak from the teen at the falling debris. Hearing Kitty gives him an idea and Axiom smiles. "G-good idea! Brace yourself, ma'am!" he calls, dropping his boosting and mimicking of Spider-Man. Instead he targets Kitty, boosting her powers and mimicking them soon after. His costume goes right to a fusion of his own and Kitty's outfit and the teen that thinks he's a mutant but isn't phases his way right through the tentale that's got him. He'll start running with Kitty as soon as he hits the ground.

"He's definitely on our side," Spidey calls back with a nod for Kitty as he hustles the last of those on his side out the door -- including Harry. Like her, he has no intention of leaving Axion on his own. Even if the building wasn't coming down he wouldn't, but certainly that fact adds a certain... urgency to matters. "Everyone's out, get clear!" he calls out, starting back into the former theatre as that loud crack sounds and the roof starts to cave in all at once. He watches, still just a little incredulous as the teen girl runs through the falling debris without pause. Unfortunately for him, despite his many nifty powers, phasing is not one of them so he manages another two or three steps before abruptly a huge beam crashes down just a step or two in front of him. The floor buckles, shattered floorboards arching in the air in a 'V'. Even with the mask the dust makes him cough and it is only the tingling in the back of his neck -- his Spider Sense giving warning -- that makes him throw himself back and out of the way as another of the rafters above comes crashing down where he was standing a second before.

Enraged, furious beyond measure Doc Ock graples with Axion. "Let you go? I think not!" he says with a mad laugh even as the ceiling starts to cave in. Tentacles raise above himself, forming a sort of shield that deflects away the heav pieces of roofing -- no doubt intending to leave the hero in his grasp exposed. But all at once his notion is thwarted and the young hero phases out of his grasp a moment before the building begins to topple in on itself. "Damn you!" the Doctor screams before he disappears in a cloud of dust and debris.

Picking himself up off the ground, Spidey coughs, unaware of just how dusty and disheavled he looks. Oblivious, he instead casts his gaze out over the rubble, swiftly beginning to crawl over it. "Hey? Hey!" he says, voice rising with concern. "Did you make it?" Oh damn, please let them have made it. He doesn't need anyone else on his conscience...

She can't help it. She has to wait, giving the Spider-Man a short scare before she emerges, walking out of the smoke, but more accurately through the smoke with a slight grin on her face. "What, that? Not even a scratch," she jokes before wincing at a sudden pain across her sore core. "Okay, so a few scratches. But will survive." She glances behind her for Axiom.

Axiom jogs out behind Kitty, glancing back over his shoulder. "Is Doc Ock okay?" he asks, worried about the villain too. He's just like that. When he notices Kitty wince, the teen turns a concerned expression her way. Getting clear of the debris, he stops mimicking Kitty and returns to his normal appearance but keeps booster her for the boost to healing. "I'm okay."

If Spidey has a sneaking suspicion that he was deliberately kept in suspense over their fate, he certainly gives no sign of it. Then again, he might just be relieved. "Wow. That power of yours comes in handy, doesn't it?" he says with a slow shake of his head, glancing down at himself finally and noting the layer of dust coating him not to mention the numerous rips and tears in his costume. Awww man. "Not to mention being easier on the outfit," he grumbles before glancing towards Axiom at his question. "I don't know. I suspect that nothing as small as a collapsing building is going to deal with him," he says wryly, prodding some of the debris with one toe. "But I don't want to be the one to dig through all of this to find out," he admits. Then sighs. Doesn't want to, but will. At least until the authorities arrive and he has to book it. He starts to lean down when a glint of light reflecting off metal catches his gaze and his gaze snaps up, up, up at the rooftop, two buildings down as a figure goes scampering across it, four long appendages holding him elevated well above the top of the building. "Looks like he made it out too," he comments as he disappears from view. A hand snaps up, extends and a soft hiss sounds. Then another. Really? Out of webbing? Right now?

Axiom is given a reassurring grin as Kitty shakes her hand at him. No words need to be said, she knows concern when she sees it. She doesn't say much as Spidey checks for the baddie, wrinkling her nose at the news that he got away. "Yeah, not really feeling up for going into round two, so maybe another day. Sure you'll give him an extra hard hit for me." At the compliment to her powers, Kitty smiles a bit and shrugs. "It comes in handy to be sure. Super handy if you need to sneak into a bar." She only sounds like she's half kidding as she glances around. "And yeah, definitely has saved more than a few outfits."

"I'll d-do it," Axiom volunteers to look for a potentially injured and in need of medical attention super villain. Sure he's a bad guy but Axiom doesn't want him to die or anything. He glances up when Spider-Man does and smiles. "Well um...that's...uh," he shifts uncomfortably. "At least he's alive," is all he can think to say. "I just get Wiccan to fix my c-costume for me. Or I copy his powers and do it myself," he remarks idly. "You've both g-g-got awesome powers!" he chimes to the others, grinning again.

Sure, the whole phasing thing would have been pretty cool, but at the end of the day Spidey really can't complain. He's got a pretty sweet deal too. You know, besides the fact that having these powers always seems to find a way to mess up his entire life. That's a bit of a downer. "I bet," he says with just a little envy in his voice. "Either way, I'm glad both of you two were around. I'd hate to think what would have happened if you hadn't been," he admits. Getting ten people out of a collapsing building? That would have stretched him for sure. Nevermind Doc Ock on top of that. "And if you happened to be in the audience for that adomination of a play, let me say that it had positively, absolutely no affiliation with me," he points out as he slips out a web-cartridge from his belt and begins to reload his wrist-shooters. "And I think maybe I better get out of here before someone thinks to..."

"You!," comes a shout from nearby. "You did this deliberately didn't you!" comes the accusation as the pretentious director pushes his way through the crowd. "You couldn't stand the fact that my show was going to be a hit, that I was going to show New York the *real* Spider-Man could you? You owe me a new theatre!" he demands, pointing an accusing finger at the costumed man.

"...thinks to blame me for the mess," Spidey finishes with a sigh. "Look, you guys rock. It's been swell. If anyone asks, I totally didn't do this, 'kay?" he says, a sort of resigned note in his voice as he begins to back away from the enraged director, finally taking to the taking to the sky and disappearing up to the rooftop above.

Kitty is also not in the mood for dealing with any enraged would-be auters, glancing over towards Axiom. "Hey, stay out of trouble," she says, more or less ignoring the ranting director. "And if you do try to track down Doc Ock...just don't do anything incredibly foolish and dangerously." Basically, don't do what she would likely do in the same situation. As Spidey weblines off, she offers a short salute before fading into the ground beneath her. She has a train to catch if she's going to get back to Westchester before midnight.

"I'm glad you g-guys were here. I c-c-couldn't have taken Ock down and saved everyone by myself," Axiom says. He watches Spider-Man change his web-shooters curiously. He's reminded of what it felt like to mimick Scarlet Spider and is about to ask if Spider-Man knows his temamate when the director comes ranting up. Hearing what he says makes the teen frown. "Bye, Spider-Man," he offers. Kitty gets a sheepish smile before Axiom waves to her. "Bye," he says before rounding on the director. "Excuse me, s-sir but be quiet. I was watching your play and no offense is meant b-but you wouldn't know the real Spider-Man if he was r-right in front of you...which he just was. It was clear you d-d-didn't even do basic research that can be done in five minutes. If you're g-going to blame anyone, blame Dr. Octopus," he pauses. "I'm g-going to go track him down. Goodbye," he tells the director, heading off to pick up his backpack and then try to track down Doc Ock.

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