"What are you going to do to me?!" Spiderman exclaimed once he had completely regained consciousness and the blurriness in his vision had cleared.

Doc Ock simply chuckled and ignored his question. The villain's attention was far too preoccupied with some sort of green substance he was currently examining. He put it under a microscope and nearly did a double take when his eyes connected with the small lid that was helping him see every last aspect of what had sparked an interest inside the evil genius. A cackle soon resonated throughout the room, making Peter's blood freeze. A shiver ran down his spine once his eyes connected with the sickening gleam inside the doctor's orbs.

"This is interesting. Very interesting indeed." He said as he rose from the chair and moved his mechanical limbs so that he could reach the place right in front of the wall Peter was currently bound to.

Once the villain was standing right in front of the boy his smirk grew. A dark chuckle escaped from Doc Ock's throat as he watched Spiderman squirm, trying in vain to escape from the chains that were keeping most parts of his body immobile.

"I would advise you against struggling. It will only prove to be a waste of time and will lead to inevitable marks on your skin." The villain explained, earning himself a glare from Spiderman, who only continued to squirm. The superhero soon ended up wincing in pain as the chains dug through the fabric of his costume and grazed the patch of skin their teeth were delighted to find.

"I told you, Spiderman. Struggling is futile along with all of your future attempts at escaping." The doctor uttered as he began moving away from Spiderman.

The superhero's eyes widened slightly. He did not want to admit it, but he had the sinking suspicion that perhaps Doc Ock was right. After some time passed Peter gave up on fighting against the chains. He was surprised that he could not break them with his super strength. His eyes widened once more. He pulled against the chains for one final time and nothing happened. He did not even hear some of them bend against the pressure. Despite all the pressure and struggling, they had made it out unscathed.

"What have you done to me?" Peter asked through gritted teeth.

The doctor merely chuckled and turned around, holding a vaccine in his hand, before he iterated:

"I told you that fighting was useless. After all, your powers aren't in their original state."

Peter's eyes widened. He did not like the sound of that. Just how long had he been held captive by the crazy scientist?

"I will ask you again – what exactly have you done and what exactly are you planning on doing to me?" Peter questioned. The silence that followed was deafening and the poor boy was forced to wait with bated breath for the villain's answer.

A cackle followed the grave silence before Doc Ock decided that the superhero had had enough. That was the reason why he moved forward and was now mere inches away from Peter's body before he whispered:

"Whatever I want."

Peter's eyes widened. His head bent down in shame. He could not believe what had happened. He was now going to be a prisoner to this evil scientist for god knew how long and if he had to be honest, he was starting to feel fear towards the doctor who now had the upper hand in every way possible.

Oh what I would not give to have the team or at least Sam here… I hate to admit it, but it looks like that now the superhero will need to be saved.

Suddenly Doc Ock turned around, injection in his hand. A smirk formed on his face as he moved forward once more. His hand which was holding the vaccine went upwards until it was just an inch away from Peter's skin. The superhero started thrashing when the red substance entered his bloodstream. Screams tore through the laboratory as Peter began changing. Fangs began growing. Hair appeared in places it should not. Glands formed in places they should not be at. A dozen more changes were created from the drops of venom that were corrupting the body of the hero. His eyes widened slightly when his vision began blurring. His heart rate started going down. His breathing was calmer than normal. His senses had been clouded by an unknown force.

The last thing Peter heard before he passed out were three words that would have sent shivers down his spine, had he stayed awake long enough to deal with the aftermath of the terrifying truth they held.

"Goodnight Peter Parker." Doc Ock whispered before Spiderman lost consciousness.

Disclaimer: I apologize for the long wait. It seems that writing is proving to be more difficult than expected. And it is not only affecting this story, but almost all of my other attempts at writing anything remotely good.

Just to mention one important fact – I do not own Ultimate Spiderman or its characters.

Now on to a more important one – thank you silverheartlugia2000 for helping with this chapter. I hope you like what it turned into.

I hope you guys liked it as well. Oh and a huge thank you goes to all of you who reviewed, followed, favourited and read.

Until next time I update and/or post a story my fellow readers,

~ QueenofRhymes ~

P.S. Sorry for any mistakes I've made.

P.P.S. If anyone is interested in reading a Sasunaru fic, feel free to go to my profile and check out my newest story – You Are My Light.