A/N: Warning you right now, this is SpideyXNova. Click the Back button if you don't like, please and thank you. This is only my second fanfiction, so I'm not really sure where this is going. We'll see where my muse takes me!

(The switch from Nova to Sam does matter, so don't think I'm forgetting what's going on! I'm very much aware! XD)

The ground was cold and hard – that was the first thing Nova noticed.

The second thing was the pain of the bruises and the way his body ached. His limbs trembled in protest with every move he made, which left them quaking from the effort of trying to escape his current pursuers. He'd been fleeing for he didn't know how long when his body finally gave out on him, and he fell flat on his stomach, nose pressed to the damp floor. He tried desperately to stand up, get to his hands and knees, anything, but nothing worked.

After a few more seconds, he had no choice but to stop when black spots started invading his vision. He smiled ruefully despite himself. "So this is it..." he whispered, his voice barely audible. "I'm going to die here in this lab, at the hands of Doc Ock and The Lizard...before I even..."

He felt a stab of self-loathing at his own weakness and stupidity. What was he thinking? Taking these two on at the same time, all on his own, was suicide! He knew better than that! Fury—heck, Parker—had taught him better than that!

So many memories flashed through his head at once: his family, long since deceased; his team, Luke, Ava, Danny, and even the secretly-honorary Aunt May; but the most prominent person, the one he just couldn't get out of his head, was Peter. And that scared him more than the predicament he had managed to get himself into, more than the two villains closing in – the possibility that maybe, just maybe, he could—!

"Nova..." Doctor Octopus' raspy voice bounced off the sewer walls mock-pleasantly, "…how lovely of you to join us! I was beginning to think you'd turned helmet like the sniveling whelp you are..."

He grinned cruelly at Nova, who could only stare into those gleaming red eyes. The scientist lowered himself to whisper in the superhero's ear.

"Don't worry..." The boy shuddered. "I won't kill you...yet..."

The villain wrapped one free tentacle around Nova's waist and lifted his limp body in the air. Everything was still and silent for a moment before Ock abruptly jerked him backward, causing his helmet to go flying. The scientist smirked wickedly. Just as he'd planned…

Sam, for his part, stared helplessly at the fallen helmet. There was no mistaking it now. He was done for...

Doc Ock lifted his chin with a claw, scrutinizing the dazed boy of about seventeen. He'd seen him in the security footage from Midtown High! This was almost solid proof that Spider-man did indeed go there! The madman's face lit up at the prospect of killing not one, but two meddling superheroes.

His plan was perfect. When Spider-man came, and he would, the great Otto Octavius would be ready...

A/N: Thanks for reading, and please review! It would really make my day! :)