Teuthology

Posted originally on the Archive of Our Own at http://archiveofourown.org/works/37695931.

Rating: Explicit
Archive Warning: Underage
Category: M/M
Fandom: Spider-Man (Tom Holland Movies), Spider-Man - All Media Types,
Spider-Man (Movies - Raimi)
Relationship: Otto Octavius/Peter Parker
Character: Otto Octavius, Peter Parker, Norman Osborn, Happy Hogan, Felicia
Hardy
Additional Tags: Smut, Angst, Porn With Plot, Porn with Feelings, Spider-Man: No Way
Home (Movie), Canon Divergence - Spider-Man: No Way Home
(Movie), Spider-Man: No Way Home (Movie) Spoilers, First Time, Anal
Sex, Anal Fingering, Oral Sex, Mildly Dubious Consent, Power
Imbalance, Loss of Innocence, Explicit Language, Size Kink, Voice
Kink, Praise Kink, Eventual Happy Ending, Peter Parker Whump, Loss
of Virginity, Size Difference, Age Difference, Mutual Pining, Suicidal
Thoughts, Depression, Minor Character Death, Canon-Typical Violence
Language: English
Stats: Published: 2022-03-13 Updated: 2023-05-07 Words: 53,142 Chapters:
17/?

Teuthology
by Cadalist

Summary

“If you let me go now, I’ll consider only killing you and leave your little friends alone.” It
was the first Octavius had spoken in some time; the threat, however, lacked his earlier
rancor, coming off instead as tired and perhaps a little bored.

“I appreciate the offer Doc, but I’ll have to pass,” Peter shook his head with a rueful grin.

“What then? You’re going to fix me all by yourself?”

Notes

Teuthology: the study of cephalopods

I can get so wound up, but I feel alright

And if I get some rest, yeah that'd be nice
When I shouldn't do it, I still do it
What you think's got nothing to do with this
Before you were born, I was already sinning
 You know it's not because the light here gets brighter
And it's not that I'm evil
I got a friend in the devil
I just don't like to pretend
I could be your friend
I could never be your friend
I never needed a friend
I don't wanna be friends
You'll never find a friend like me
Portugal. The Man—Evil Friends

Heed the warnings. Don't like, don't read

See the end of the work for more notes

 Chapter 1

“You sure you’ll be alright?” Norman asked Peter, concern evident in his tired features as he
glanced briefly over at the tall, surly man constrained by his own mechanical arms pointedly
staring at the wall rather than participating in the conversation.

“Yeah, Dr. Osborn, you go lie down for a bit. I’ll wake you up when we’re done,” Peter reassured
him with more confidence than he really felt. They’d been working for several hours already, and
though the older scientist’s enthusiasm for the endeavor hadn’t dampened, his energy was clearly
flagging. In between dimension hopping and not dying, it was difficult to know when any of the
‘visitors’ had last rested. May had gone upstairs to sleep some time ago. Out in the main sitting
area, Max had already claimed the reclining chair and Flint was somehow curled up in a sandy ball
on one of the couches. Lord knew what Connors was up to downstairs in the truck, but he too had
been quiet at least.

Osborn nodded, a hint of trepidation still lingering in the tightness of the smile he gave Peter. "OK
then. Wake me up if you need anything, anything at all."

“I will,” Peter promised, returning the nod with a small grin. He watched the kindly man make his
way over to one of the other couches. He hesitated for a moment more, then finally shut the door to
the storage closet, leaving him alone with Doctor Octopus for the first time since they arrived at
Happy's condo. When he turned back, the older man was staring at him. Perhaps this wasn't the
best of ideas but he wasn't going to back down now. He approached the mad scientist with caution,
and Octavius tracked his movements with eyes dark behind the shaded glasses.

“If you let me go now, I’ll consider only killing you and leave your little friends alone.” It was the
first Octavius had spoken in some time; the threat, however, lacked his earlier rancor, coming off
instead as tired and perhaps a little bored. Peter hadn’t thought about it until now, but it was likely
Octavius might well be as exhausted as the rest of them. In contrast to the others, he hadn’t even
seen the man sit down yet, though to be fair, the logistics of doing so were likely somewhat
challenging under the circumstances, to say the least. Peter felt a twinge of guilt for not even
considering the impracticality of trying to move around with the dead weight of the appendages on
his back.

“I appreciate the offer Doc, but I’ll have to pass,” Peter shook his head with a rueful grin.

“What then? You’re going to fix me all by yourself?” His thick black brows furrowed, disdain
dripping from every word as he glared at Peter.

“We’re just trying to help you,” Peter reiterated, despite knowing it wouldn't make much
difference. He tapped the controls on his wrist to pair the fabricator and his suit in order to share
the data between them more easily. The technology of the arms was older but still complex, and its
designer had been less than forthcoming with any details or useful information. The connection
between the tentacles and the man wearing them was far more complicated than the nanobots’
brute force control over them would’ve suggested as well, and untangling the Gordian knot of
signals passing between the robotic arms and the man’s nervous system had been a challenge so
far. Peter still hadn’t decided whether the scientist was crazy, brilliant, or a bit of both even before
his accident.

“Oh, I’m sure. Is there something I can fetch for you? A tennis ball, perhaps?” He needled,
eyebrow arching. “I must warn you, I might need to be walked later.”
Peter felt himself flush but tried to suppress it. He hadn’t been this close to Octavius since the
bridge, when the cyborg was holding him captive upside down, analyzing him like he was a
vexing, unexpected variable in an equation that had already been trying his patience. Looking up at
him now, something about the man unsettled him. He’d known he was big , tall and broad in a way
that made Peter’s stomach twist oddly. He’d never reacted this way to an opponent before. It didn’t
make any sense; he was far from the most physically imposing foe he’d faced—bug aliens,
Thanos, even the giant Ant-Man, for crying out loud—but somehow the fact that he was human
(most of him, at least) made him more real. The way it felt to be squeezed in that grip also did
things to his insides he’d rather not examine too closely. Ignoring both the taunts and his
inexplicable reaction to the other man’s proximity, Peter brought up a topic which had been
nagging at him since he’d revealed his name back in the Sanctum. “So were you aiming for eight
limbs the whole time as a supervillain thing, or was it like a crazy coincidence?” he asked
carefully.

“They were designed to handle a fusion reaction, nothing to do with whatever science fiction-
fantasy bullshit you apparently have going on in this universe,” Octavius grumbled, the lines
between his eyebrows deepening. It seemed like he was more willing to talk without Osborne
present, so Peter politely refrained from pointing out that by definition melding robot tentacles to
oneself and repeatedly getting into fights with Spiderman earned one induction into said ‘science
fiction-fantasy bullshit’ on merit alone.

“Crazy coincidence, got it,” he noted mildly. He decided to see what other information the man
would willingly part with. “How much do these things weigh, anyway?”

Octavius shifted, rolling his shoulders to the extent he was able as if the question triggered a
reminder of the discomfort he was in. “Fifteen kilos a piece, plus another ten for the harness.”

Peter couldn't hide his surprise. “You walk around with an extra hundred-fifty pounds of metal
attached to you all the time?”

“Congratulations, you can add,” Octavius scoffed with palpable sarcasm.

Peter ignored it, instead daring to press further. “What are they made of?”

“Can’t your fancy nanobots tell you?” he spat back bitterly, glower deepening.

Peter shrugged, scrolling through the scans on his arm display. “Seems like a titanium alloy, but
there’s a component it didn’t recognize. It’s almost like vibranium.”

Octavius tilted his head to the side in bemusement. “Am I supposed to know what that is?”

Now it was Peter who was perplexed. The existence of the metal had been a matter of well-known
scientific fact for decades (much, much longer in Wakanda, of course). “You know, the element?”

“I have no fucking idea what you’re talking about,” the older man snapped.

Peter’s eyes widened. “Do you not have that in your universe? Number 119 on the periodic table?”

Octavius gave him a completely blank look. Peter pulled up the diagram on his phone and showed
it to the taller man, and the latter’s eyes narrowed. “What the hell is this supposed to be? Some sort
of joke?”

The implication of elements varying across the multiverse was fascinating but would have to wait.
Given the strength of the material, it made sense that a vibranium equivalent would be involved in
the construction of the arms. Peter had felt his armor give way under the force of the claw when it
impacted his chest: the spike should’ve gone straight through it, impaling him. The mad scientist
had definitely held back on that last blow when he’d gotten a look at Peter’s face and found it not
to be the one he expected. “Why didn’t you kill me?” Peter blurted out. “Back on the bridge, I
mean.”

Octavius was quiet for a beat before replying, “I don’t expend the energy to murder
indiscriminately without purpose.”

“But you were already going to stab me, it took more effort to not do it,” Peter insisted, though he
wasn’t entirely sure why he was arguing in favor of being skewered.

From the other man’s darkly amused expression, he wasn’t either. “You’re right; in your case, I
clearly should’ve made an exception. It would’ve saved me a lot of trouble.”

“I’m glad you didn’t, is all I’m saying,” Peter stammered.

“You’re a very odd boy,” Octavius huffed, clearly not knowing what to make of Peter’s behavior.

That was fair, Peter hardly knew himself. “Thanks, I get that a lot,” he shot back glibly.

“It wasn’t a compliment,” Octavius retorted, grimacing.

Peter let the topic drop, instead stepping closer to the tentacle suspended over the man’s right
shoulder, and the latter looked down at him with suspicion mixed with something less defined but
didn't retreat. The tapered head--resembling some sort of robotic snake--seemed to almost be
looking at him. He reached a hand out to touch the blunt nose of the closed claw. It wasn’t as cold
as he had expected it to be, humming with an internal warmth under his fingertips. He marveled at
the way the cruel edges of the articulated claw had collapsed down to such a smooth surface, the
ridges barely perceptible to both sight and feel. Peter drew his hand further back along the arm; the
interlocking joints were compact now but still sinuous, the overlapping plates scale-like in nature.
He’d seen the way they could be extended at least threefold—hell, he’d felt it, wrapped around him
in what felt like endless rings of ever-tightening metal. With his free hand, he tapped the controls
on his arm to lengthen the tentacle then curl it gently. The interplay of the joints was mesmerizing,
the tentacle’s coiled power flexing under his fingers like some sort of mythic creature.

Peter looked up suddenly; something about the way the other man’s breathing had changed,
deepening perhaps, and Octavius’s gaze had darkened. The exercise had become strangely
intimate, and Peter fought to keep his expression neutral. “You can feel that?” he ventured.

“Yes,” Octavius admitted with reticence.

Fascinated, Peter ran a finger down the interspace between two of the tentacle’s segments, and its
host’s jaw clenched. “What does it feel like?” he couldn’t help but wonder.

“Like being touched, and not,” came the short reply from between gritted teeth, but if it was in
discomfort the man made no move to stop him.

“That wasn’t a very precise answer,” Peter remarked.

“I wasn’t aware I was being graded.” The scientist’s heavy brows rose with the sardonic rejoinder.

Only just now aware of just how close he'd ended up to Octavius--shoulder practically brushing
against his broad chest--Peter withdrew to more neutral territory, literally and figuratively, clearing
his throat. “What’s the energy source?”
The other man was quiet for a moment in deliberation before answering, evidently deciding it safe
to reveal the information. “Me.”

Peter was surprised by the answer yet again. “You?”

“Yes,” Octavius affirmed, giving Peter a guarded look.

“Bioelectric energy harvester and some sort of capacitor?” Peter hypothesized eagerly. The large
man nodded, the perpetual scowl on his face softening. “That’s so cool,” he effused, impressed
with the ingenuity of the devices despite the clearly deleterious effect they had on their wearer. It
explained the odd power readings coming from the harness interface. Their energy demands on
Octavius would have to be considerable as well, from what Peter had seen of their capabilities.
Without thinking, he commented, “Jeez, you must have to eat like, all the time…”

Peter trailed off awkwardly, glancing down at the man’s ample stomach clearly evident above the
harness then back up to his face. The scientist’s almost proud look at Peter’s enthusiasm turned
sour. “You’re quite insolent, boy.”

Peter dropped his gaze, trying to ignore the sudden flush threatening to overtake his face. He
decided to get a better look at apparatus' attachment to the scientist’s back, and shuffled around
behind him. Unfortunately, he wasn’t able to see much through the cutouts in the jacket for the
arms to protrude through. It might be more useful to examine the connection between the
machinery and Octavius’s nervous system, he concluded. From the scans he’d made, the hardware
tracked up almost to the base of his skull. Peter frowned; the other man was too tall for him to
reach. He leaned back around to inquire, “Would you mind bending down a bit?”

“ Immensely, ” Octavius replied, eyes ablaze and deep voice scathing.

“So that’s a no?” If looks could kill, Peter would’ve been long dead already, so what was one
more death glare? The only response he got was a veritable growl that he felt in the pit of his
stomach. Doing his best to ignore it, he grabbed one of the boxes from under the desk and placed it
behind the scientist. Even with the added height, though, the bulk of the arms got in the way. He
braced a foot on the lower tentacle not wrapped around the man and a hand on the free upper one.

Octavius bristled. “Did you just climb on my back?”

Peter winced. “Maybe?”

“Are you always this intrusive and disdainful of bodily autonomy or should I consider myself
special?” The man’s tone reached an impressive level of snideness but strangely he didn’t make an
attempt to step away or shrug Peter off.

“Sorry, Doc,” Peter apologized, chagrined. “Um, may I?”

Octavius sighed heavily. “Why do you persist in pretending I have any choice in the matter?”

Deciding any answer he gave would be useless if not counterproductive as well, Peter forged
ahead, pulling the collars of the jackets back. Fortunately, they had enough give to reveal the shirt
underneath to half-way down the curve of Octavius’s upper back. Upon closer inspection, the
turtleneck proved to be fastened with velcro down the middle—such a practical but utterly
mundane solution that Peter had to suppress a giggle. The image of the scheming mad scientist
sewing pieces of his outfit together in a lair was absurd, but he had to get them from somewhere.
Maybe there were custom supervillain clothing stores in his universe. Peter didn’t think it a good
idea to ask though. Half-expecting to be hurled to the floor, he gingerly pulled the shirt open.
His eye was drawn immediately to the burned-out chip at the very top. Unfortunately, it looked
beyond repair with not enough left even for an attempt at reverse-engineering it. They’d have to
start from scratch, which complicated matters. Peter noticed the other man was oddly warm even
through the shirt, and his skin itself proved nearly hot to the touch. Perhaps the harness’s energy
requirements altered his metabolism in some way. Gaze traveling further down, he winced at the
sight of the needles driving deep into the man’s spine at each vertebral level, the skin immediately
surrounding the apparatus an angry red, with wider swathes of what appeared to be burns beginning
to scar. It looked horrifically painful, and might well be one reason Octavius seemed perpetually
ill-tempered. Said man had fallen oddly silent, but Peter wasn’t about to question it.

Under the initial soft layer of flesh Octavius was a mountain of hard muscle, which made sense
considering the strength he must need to bear the weight of the machinery all the time. Peter was
curious how the harness worked to distribute forces that would tear a normal human apart. It
allowed the man to throw cars like they were made of tissue paper yet move with an unexpected
fluidity; fighting him had resembled a dance, in a way. Captivated by the brutal elegance of the
device, jointed silver vertebrae reflecting the bone beneath beautiful in a strange, macabre way, he
traced the seam of metal and skin with his fingertips down to where it disappeared under the layers
of clothing.

Peter froze at the deep, barely audible rumble from the man he leaned against, whether it was in
protest, warning, or something else entirely was unclear. Peter swallowed heavily; it was like
having the opportunity to pet a tiger through the bars of a cage, one that may or may not be purring
but either way making it very obvious that it would absolutely eat you if it could. He didn’t realize
how long his hand had lingered over Octavius’s upper back until the latter hissed over his shoulder,
“Are you quite done undressing me?”

“I wasn’t, I didn’t--” Peter drew back as if burned, ears reddening as he refastened the shirt and let
the jackets fall back into place.

Hopping down from his perch, he forcefully shut his mouth to prevent further babbling. Despite
his better judgment, he circled back around to stand in front of Octavius, avoiding his piercing gaze
in favor of assessing the thick belt of the harness. Without thinking, he reached out to touch it; the
metal felt the same as the arms in both texture and temperature. His hand absently followed the
curve of the band across his abdomen until the wayward physicist snapped at him. “What the hell
are you doing?"

It belatedly occurred to him that he was effectively rubbing the other man’s stomach. “Umm…it
seems uncomfortable,” he sputtered. The observation was an attempt both to deflect from his own
odd behavior and offer likely unwanted sympathy.

Judging by the sneer on the other man’s face, he suspected he’d failed at both. “It wasn’t meant for
long term use.”

“Did you ever try to remove it?” Peter wondered.

Octavius snorted. “What part of fused to my spine do you not understand?”

Peter hesitated, but his curiosity outweighed his common sense, which was becoming a pattern.
“What about surgery?”

The large man bared his teeth in a sadistic, bloodthirsty grin at odds with his casual tone. “A team
of medical professionals did attempt to, once.”

“So…it didn’t work?” Peter guessed, suspecting he knew the outcome even as he asked the
question.

“We killed them all, boy. We do not wish to be separated.” The aggressive, unequivocal timbre of
his voice warned off further discussion of the topic.

Peter was very unsure what subset of the man-machine amalgamation was expressing the
sentiment but it didn’t seem productive to pry further. He noticed that the turtleneck appeared to be
tucked into the band somehow, which puzzled him. “Is the shirt part of it or—“

“The harness opens in the front,” Octavius interjected, obviously unhappy with the line of
questioning.

Peter was intrigued despite himself, and made the unwise decision to press his luck. “Can I see—“

“Absolutely not,” he snarled back, irritation mixed with something darker and more ambiguous.
Peter regretted asking, and was on the verge of apologizing when the man emitted a laugh, rusty
but unmistakable, and murmured to the right upper actuator, “He is, isn’t he.”

Peter flinched, stepping back as if he hadn't just spent a considerable part of the last half hour well
within the other man's personal space, feeling wrong-footed in being the only other human being in
the room and somehow not in on the joke. “What?”

Octavius turned his attention back to Peter with a predatory glint in his eye. “Can you not tell what
they’re thinking?”

Peter looked down at the display on his wrist. There was still nothing discrete in the signals to
indicate any particular ideas coming from the artificial intelligence of the arms. “No?”

“ He can’t even hear you. Are you happy with yourselves?” he chided, but there was a strange
affection to it.

Peter frowned. “Do they talk to you a lot?” No wonder the man was always cross. Peter barely
kept up with his own racing thoughts most times. He couldn’t imagine having four extra voices
yammering on constantly in his head.

Octavius nodded, a slow smirk breaking over his face. “At the moment, they’re wondering if you
want to fuck us,” he drawled, tilting his head to the side, eyeing Peter as if he were a particularly
intriguing specimen. “Or just them, but seeing as you haven’t stopped touching me either, I’m
curious as well.”
 Chapter 2
Chapter Summary

Octavius nodded, a slow smirk breaking over his face. “At the moment, they’re
wondering if you want to fuck us,” he drawled, tilting his head to the side, eyeing
Peter as if he were a particularly intriguing specimen. “Or just them, but seeing as
you haven’t stopped touching me either, I’m curious as well.”

Chapter Notes

I'm friends with the monster that's under my bed

Get along with the voices inside of my head
You're tryin' to save me, stop holdin' your breath
And you think I'm crazy, yeah, you think I'm crazy
Eminem feat. Rihanna, The Monster

See the end of the chapter for more notes

Peter blanched, heart dropping into the pit of his stomach. “No! I’m not into that!”

The older man cocked an eyebrow. “Into what, exactly?”

“You know…” he trailed off with a helpless gesture at the tentacles which seemed to be somehow
actively judging him despite not being able to move. He was absolutely not going to tell the big
grumpy octopus man that there was an entire genre of porn he was made to star in. He couldn’t not
know he was a walking wet dream for one of the weirder parts of the web, the guy had to be at
least forty—was there no hentai in his universe? Could that even be possible? Maybe they didn’t
have the internet where he was from. Regardless, it’s not like Peter was actually interested in such
things. Sure, he might’ve watched a video before, but it was just the one time and he only went
through with it because Ned had dared him. And if he had dreams that were a bit—odd—so what?
It’s not like he could control them, everybody had those. Peter shook his head to clear it, trying
desperately to douse the warmth in his belly the intrusive thoughts provoked.

“That’s very interesting, because your pulse increased by a good twenty beats per minute just
now,” Octavius observed, smirk broadening.

“How--” Peter’s voice broke, forcing him to swallow heavily, “how can you tell that?”

“You might have taken control away from us, but I can still see what they see, feel what they feel,”
the scientist elaborated, voice deepening to a rough purr. He glanced down briefly then back up
before emitting a dark chuckle that should be illegal. “Let me guess, you’re not thinking about
whatever it is you aren’t ‘into’ right now?”

“What?” Peter copied him, and to his utter mortification, the crotch of his suit was tented,
betraying his unaccountable interest in his adversary. It was just an unfortunate physical reaction,
nothing more, he tried to tell himself. Dropping his hands to cover his groin, he curled into himself
defensively, face bright red and breathing erratic. After everything Peter had been through, he was
going to die here and now of sheer humiliation. "No, it's not like that," he insisted fruitlessly,
eyeing the door.

Octavius turned to confer with one of the tentacles, and the one-sided conversation was somehow
even more unsettling with the machine stationary. “Yes, I think so too.”

The supervillain stalked towards him, and Peter found himself backing away despite the other
man’s restraints. All too soon, he was crowded against the desk by the wall of a man in front of
him, close enough to feel the unnatural heat of his body. Octavius stared at him unblinking, his
eyes so expressive underneath the shaded glasses, the dark brown of them melting into the black of
his pupils. Peter had never been so turned on in his life, and had absolutely no idea how to handle
it. “We’re strongly considering it,” Octavius declared, hunger now plain on his broad features.

The way the man casually slipped between collective and singular pronouns revealed even more of
the dismal state of his mental health than his wild swings at Peter on the bridge had. Peter flinched.
“Why?”

“They haven’t had this opportunity prior to now.” He licked his lips, and Peter couldn’t help but
follow the quick swipe of his tongue even though he knew Octavius noticed. “They liked it when
you touched them. And you are quite pretty, for an irritant.”

Peter gulped. “You’ve never—uh—you’re—“

“I’ve had sex before, they have not,” Octavius clarified, breaking the eye contact to survey Peter
again in a slow once-over that he felt as an almost physical heat on his skin. “Whatever happens in
this room would stay here, of course.”

“How would this even work?” Peter found himself asking without meaning to; he couldn't believe
any part of himself was actually considering it.

“We’ll tell you what we’d like to do to you, and you can decide whether or not you want it,”
Octavius proposed, and it sounded far more reasonable than it really should, as if they were
discussing something benign like the weather rather than screwing in a glorified storage closet with
three other supervillains and his aunt in the next room.

Peter swallowed heavily. “I’m not sure…”

“You are in charge of this whole tentacle situation , are you not?” Octavius sneered, encroaching
further into his personal space much the same way Peter had before, and it made his heart race in
apprehension adulterated by other emotions more unsavory and less sane.

The challenge--his own words thrown back at him--twisted in his chest into something hot and
ugly, melding with all the anger and frustration and fear which had built up inside him over the last
few days into a reckless, defiant compulsion. He reached up toward the taller man, whether to
touch him or kiss him or something else entirely he hadn’t quite figured out.

“You may want to lock the door,” Octavius suggested, a glimmer of triumph in his gaze at Peter’s
implied acquiescence.

Peter brushed past the large man who hadn’t bothered to move for him, making his way over to the
door with deliberate steps, trying his best not to seem too eager. Engaging the lock on it, he added a
burst of webbing for good measure. Peter wasn’t sure what use Happy had for the space other than
storing misappropriated Stark technology, and actively chose not to think about why he’d need it
sound-proofed as well, but at the moment it was the only thing standing between them and a very
unwanted audience. By the time he stood in front of Octavius once more, some of his bravado had
faded, but he met the other man’s gaze with chin up and shoulders squared nonetheless.

“Take off my glasses,” Octavius grunted, more demand than request. Peter did so, placing them off
to the side on the desk. Now there was no barrier left to shield him from the unhinged sort of lust
the man was appraising him with. He merely looked at him for a long moment before raising an
expectant eyebrow.

Peter gestured down at his suit. “You want me to--”

Somehow the arched eyebrow became even more condescending. “We’ll not get very far
otherwise, will we?”

Flushing, Peter unzipped the suit and started to peel it off. Torn between making some sort of
production of it or getting it done as quickly as possible, his movements were jerky and awkward,
hardly the epitome of seduction, but fortunately it didn’t seem to matter to the villain, who
observed him with rapt attention. Standing in front of the older man in only his boxers and the
wrist controller he’d put back on, Peter fought the urge to cover himself but couldn’t fully suppress
a shiver, all too aware that his blush had reached his upper chest now.

“Lovely,” Octavius murmured, and Peter shuddered. He castigated himself for preening at the
praise; it shouldn’t have felt so good.

Octavius noticed, and his leer broadened. “Now get up on the desk.”

Peter complied, having to suppress a very undignified noise at the shock of the freezing metal
surface through the thin layer of cloth still covering him. Octavius stepped forward between Peter’s
legs, the bulk of him forcing them wider apart. The heat coming from the other man contrasted
with the cold of the desk, and Peter found himself leaning into Octavius, seeking out that warmth.

“Show us what you like,” the villain directed, the timbre of his voice deeper, hoarser than it
already had been.

Peter opened the fly of his boxers, pulling his hard cock free with hands only a little tremulous. He
spat on his right one, then brought it to his erection and started to stroke himself up and down
slowly. He was self conscious at first, as if there were somehow a wrong way to get himself off
with someone else watching; focusing on the familiar ritual helped settle him somewhat, though he
couldn’t help but be acutely aware of his audience, a first for him. He drew his other hand down
his stomach and slipped it under the waistband of his boxers to cup his balls, squeezing them
gently with each upstroke. Pausing to spread the precum gathering at the head of his dick with his
thumb, he moaned involuntarily as he brushed his sensitive slit. He glanced up at Octavius, and the
open arousal in his expression curbed any fear the other man was doing this as a pretense to
humiliate him.

“Now, with one of the actuators,” Octavius murmured, dark eyes boring into Peter’s.

With a deep breath, Peter activated the left upper tentacle, directing it closer and unfurling the
claw. The metal talons were blunt but still intimidating, and became even more so the nearer they
came to his dick, and he couldn’t help but balk at the idea. “I’m not sure about this.”

“I’d recommend the articulated end-effector,” Octavius suggested helpfully, obviously entertained
by Peter’s trepidation.
Peter’s brow furrowed. “The what now? Oh, the smaller grabby tentacle thing.”

Octavius gritted his teeth in irritation. “Yes, that.”

With a few taps of the wrist control, Peter managed to deploy the extension from it and curl it
around his erection. Fine motor control of the device proved more of a challenge than he expected,
and he yelped when the initial grip was too tight.

Octavius laughed, his enjoyment of Peter’s discomfort a sharp reminder of who and what he was
dealing with. “Careful now. That would be a difficult injury to explain.”

Peter tried again with less pressure. “Holy shit,” he exclaimed, jerking his hips involuntarily into
the utterly alien hold. The metal quickly became slick from his earlier efforts, its surface warm but
not quite skin temperature. He experimented with the movement, sliding the coils first up and
down then twisting against each other in motions impossible for human hands, the latter provoking
another thrust. The experience of having the scientist watch him so intently while he jerked himself
off with what was effectively a part of the man’s body was bizarre but not a little hot. The whole
exercise was like an especially fucked up game of Simon Says, and Peter couldn’t help but laugh at
the thought, though he could hear the strained note in it clearly. Now that he’d managed to build up
a rhythm that wouldn’t run the risk of maiming himself, he spared a glance up at the other man. He
noticed Octavius’s breathing had deepened, his hands clenched at his sides, and a prominent bulge
was present underneath the harness that definitely hadn’t been there before; having such an effect
on him was intoxicating.

Attention fixated on Peter’s movements, Octavius nodded toward the right upper tentacle hovering
over his shoulder. “She wants to look at you.”

Peter’s eyes widened. “ She ?”

The large man tilted his head to the side as if it were a normal thing to have said, obvious even.
“Yes, she. Her name is Flo.”

“You named them?” Peter’s rhythm faltered. Octavius was clearly more of a nutcase than he
seemed earlier. Furthermore, it brought up a whole new series of questions about the names and
genders--if any--of the other pieces of machinery the man had attached to himself.

“You call your operating system Karen, so I’m not sure you have room to talk,” the mad scientist
dismissed with a huff.

Peter frowned. “How did you know that?

“She also talks,” Octavius grumbled. “ Incessantly. ”

Peter winced at the thought that he may have inadvertently exacerbated the man’s AI-induced
madness, trying to imagine the cacophony of sensory overload that must accompany his everyday
existence, and failed. No wonder he seemed to have an expression of terminally exhausted irritation
etched permanently onto his face like Grumpy Cat in deadly robotic octopus form. Instead of
arguing further, Peter complied with the bizarre request. When the claw of the actuator unfurled,
the red eye in the center appraised him with an eerily intelligent interest while its counterpart
worked over his cock.

“Did you do—this--with the other Spider-man?” Peter wondered, not sure what he hoped the
answer would be but needing to know whether his doppelganger shared his rather unfortunate (and
heretofore latent, as far as he could tell) attraction to grouchy daddy bear mad scientists with a
penchant for squeezing the life out of him.

“Did I ever fuck my Peter? No, he was never this interesting,” the older man laughed, and the
possessive way he said it made Peter shudder. Octavius’s shark-like grin grew downright
lascivious. “Do you want me to suck your pretty little cock?”

A spike of arousal jolted through him at the idea; unbelievably, a depraved part of him was
intrigued by the prospect, actually desired those teeth in close proximity to his crotch but he
deemed it too much of a risk and shook his head.

Octavius didn’t seem bothered by his decline of the offer. “Something else then? Have you
fingered yourself before?”

“Yes,” Peter admitted, face heated.

“And did you like it?” Octavius queried with a knowing look. Peter nodded, unable to admit it
aloud. Something so dirty, so shameful he couldn’t tell anyone, not even MJ-- don’t think about
her- -and here he was confessing it to a man who’d tried to kill him barely twelve hours ago. Said
man smiled at Peter’s admission, but it was hardly kind. “Do you want my hands or the actuators?”

“Y-yours,” Peter stammered, disengaging the thinner tentacle extension at a satisfied nod from the
other man. Octavius stepped back only enough to give Peter space to shove his underwear the rest
of the way off with a shameful eagerness. With a few taps on his wrist, he shifted the orientation of
the coils to keep Octavius’s upper arms restrained and bound his wrists together, leaving him room
to flex at the elbow but giving Peter control over the range of motion.

“I’d recommend some sort of lubricant for this,” Octavius remarked nonchalantly.

Peter cast around for something suitable. He spied a tube of silicone oil from the toolbox on the
floor and snagged it with a web. It wasn’t the substance’s intended purpose at all, but it shouldn’t
be harmful.

The older man appraised it with a snort when he handed it over. “Really?”

“It’s not mine!” Peter’s shoulders hunched defensively.

“Is that somehow better?” Octavius inquired. Peter could only muster a sheepish look in rebuttal.
“Never mind then,” he dismissed with a derisive laugh, setting the oil off to the side for the
moment before peeling off his gloves and tossing them on the desk next to Peter.

His huge hands spanned the breadth of Peter’s waist, thumbs digging into the furrow bisecting the
muscles of his abdomen before drawing downward with just enough force not to tickle. Even
raised up on the desk as Peter was, Octavius had to bend down to reach his mouth. Peter leaned up
into the kiss, rationalizing that if the mad doctor bit him, he could bite back. Octavius’s lips were
chapped, his stubble a harsh rasp against Peter’s skin. He tasted of smoke and blood and metal--the
sharp flavor was nothing like Peter was used to, and he couldn’t get enough. He moaned into the
large man’s mouth as the villain’s tongue invaded his own.

A massive hand engulfed his erection, taking over where the tentacle had left off, the heat and
textured calluses of it providing a delicious friction. The other hand, still grasping his hip bone,
moved to cant his pelvis up, but Peter flinched at the feeling of exposure, trying to close his legs
despite the fruitlessness of the endeavor with Octavius’s unyielding mass between them. He felt
more than heard the rumble the other man let out in almost a calming gesture. The latter let go of
his hip, instead curling his hand down to cup his balls, rolling and squeezing them while the other
maintained a slow, torturous rhythm over Peter’s erection. A finger brushed against the sensitive
skin of his perineum, drawing out a moan from Peter at the spike of pleasure radiating to the tip of
his cock, then pressing more deliberately before withdrawing. Peter chased the touch, inadvertently
opening himself more than the man had attempted to do prior to his bout of reticence. He felt
Octavius’s smirk of victory against his lips but couldn’t bring himself to care as large, hot fingers
explored the cleft of his ass.

Suddenly, Octavius broke off the kiss and pulled away from him. Peter whimpered at the loss of
the big man’s hands and mouth on him but was soon distracted by the sight of Octavius applying
the silicon oil liberally over his fingers. With a wicked grin, the scientist brought his slick hand
back between Peter’s legs. Peter held his breath, unable to tear his attention away from the blunt
fingertip circling his entrance, teasing at first before pressing inward. Octavius’s gaze instead
focused on Peter’s face, drinking in his reaction to the foreign intrusion.

It burned from the first press of his forefinger and only became exponentially more intense the
further in the man went. Peter clutched at Octavius’s beefy upper arms as he probed the depths of
him, finding his prostate with a precision that was just unfair and rubbing firmly. Electric shocks
of pleasure shot up his spine and curled into his balls and cock; Peter was surprised to find the
choked moaning noises reaching his ears to be originating from himself. Octavius’s fingers were so
much longer and thicker than Peter’s, making a mockery of his own efforts to pleasure himself this
way. Just as he thought he might be acclimating to it, the man added another finger, then repeated
the pattern, and with every additional digit the fiery pressure inside him grew. Each sting of being
stretched further past the limits of what his body was used to was followed by a deliberate brush
against the well-innervated gland that sent bolts of white-hot arousal through him. By the fourth,
conflicting feelings of pleasure and pain wracked him, blending together into a wave of sensation
cresting ever higher, his neglected cock dribbling precum over his belly. Peter was barely aware of
the shaking mess he’d become, mouth slack, keening desperately as he squirmed on the man’s
fingers in pure need. Octavius’s other hand anchored his hip to the table with a strength that
would’ve been uncomfortable under other circumstances as he savored Peter’s every reaction.

He could only imagine what he looked like, desperate and debauched while the other man was far
too put together still. The only indication Octavius was in any way similarly affected was the
massive hardon lying long and thick against his left thigh, outline prominent even against the dark
fabric of his pants. He brought his face close to nuzzle at Peter’s neck, teeth scraping gently over
his throat with enough pressure to make their presence known without actually blemishing his skin.
He inhaled deeply before hissing into Peter’s ear, “I want to fuck you.”

“Okay,” Peter agreed readily, whining when Octavius withdrew his hand with more than a twinge
of desperation, but mercifully was able to refocus himself. Beyond curious, Peter reached out
toward the other man’s groin, but paused to look up at him for permission.

“Go on then,” Octavius encouraged in an amused rumble.

Peter concentrated on the impressive bulge as his unsteady fingers undid his belt and pulled down
his zipper. The wounds on Octavius’s soft lower belly just beneath the harness were almost as bad
as the ones on his back had been, but once he finally released the man’s cock from the layers of
strained fabric he was unable to focus on anything else. The thing was practically the size of his
forearm , thick-veined and almost curving under its own weight as it jutted out from the dark hair
of his groin.

“Holy shit, you must’ve done porn before,” Peter blurted out.

Octavius merely laughed. “Must I have?”

“Do you want me to…” Peter gestured to the monster between the supervillain’s legs, unable to
actually say the words.

The mad doctor seemed to have no similar reservations about being at Peter’s mercy. “We would
not be opposed,” he replied, eyes glinting.

Peter slipped off the desk to kneel in front of the taller man, hands reaching toward his groin, but
then froze.

“Any time now,” Octavius goaded with more than a hint of impatience.

Peter was flummoxed, uncertain of where to even begin. “I haven’t exactly done this before,” he
confessed.

“I’m well aware of that,” Octavius noted drily. “It’s hardly rocket science. Just mind the teeth.”

Peter grasped the shaft, and his fingers didn’t even come close to meeting around it. Octavius’s
cock was even hotter than the rest of him, the head of it ruddy and wet with precum. Peter tried an
initial tentative lick, gathering the salty, bitter fluid collected at the tip on his tongue, and
shuddered at the flavor, unsure if he liked it or not. He knew the mechanics in theory--he had
watched far more of this particular act, at least--but found actually applying them daunting. This
was perhaps not the best choice of first attempt at fellatio (not that he’d ever considered a ranking
system or anything like that before) but how was he to know that the villain would be unreasonably
well-hung?

Needing to work himself up to the considerable obstacle of getting at least some of the man’s cock
in his mouth, he instead tracked open-mouthed sucking kisses interspersed with licks along it
toward the base. The hard flesh was hot under his tongue, his musk more intense but not
unpleasant, and the man’s furred sac was heavy and swollen in his palm when he cupped it. Peter
decided he’d procrastinated enough. Having no hope of actually deep throating him, Peter focused
on taking whatever portion he could reasonably swallow without choking on it. Opening his mouth
as wide as he could, he wrapped his lips around the thick head and drew in as much as he was able
to.

“Fuck yes,” Octavius inhaled sharply, watching him with an open eagerness.

Peter wrapped his hands around what didn’t fit in his mouth (which was most of it) to work in
counterpoint with the bob of his head, hollowing his cheeks with each suck. The process was
messier--and wetter--than he expected, but he found himself enjoying it more than he thought he
would. At least he wasn’t awful at it, judging by the grunts and groans of the other man
reverberating through him. There was power here that he hadn’t considered before, a heady thrill
that he was able to elicit such responses from this giant who managed to somehow be more and
less than human, though his jaw was already starting to ache. Peter let the other man’s responses
guide him; laving over the thick vein on the underside earned him a loud groan, and swirling his
tongue over the tip yielded a filthy string of curses.

“Good little hero, always so eager to help , aren’t you?” Blunt fingers scratched along his scalp
before tugging him into a faster rhythm, firm but not forceful. Octavius purred, “This is the longest
you’ve been quiet since we met. If I’d known all it would take to shut you up was my cock, I
would’ve done it sooner.”

Peter tried glaring up at him but discovered there was little dignity or ferocity possible with your
mouth full of the target of your ire’s dick. Growing more confident, he tried to take a little more
into his throat, swallowing around it, and was quite proud of himself at the loud moan extracted
from the other man until the fist in his hair tightened sharply and Octavius thrusted forward
suddenly, forcing himself deeper than Peter had been prepared for. Peter gagged as the thick blunt
tip hit the back of his throat but that only seemed to encourage the villain, who repeated the motion
twice more before Peter managed to push him away in a coughing fit. Rudely reminded that the
man was the furthest thing from nice or considerate, he glared up at Octavius through watery eyes,
but the scientist just laughed.

“Well? Do you still want me to fuck you? If you don’t think you can handle it, I’d be very happy to
fill up that sweet mouth instead,” Octavius drawled, an unrepentant, filthy grin on his face.

“I can handle it,” Peter declared with unearned bluster, still fuming.

“We’ll see,” Octavius hummed, grasping him under the armpits and hauling him effortlessly up to
the desk. Even as someone with his own super strength, he had to admit the move was incredibly
hot. Hooking Peter’s knees over his elbows, he nodded to the free actuators on either side of
himself. “Wrap them around your thighs.”

Peter did so, and then on impulse, tightened them more than the other man had requested until it
bordered on deliciously painful. He was stretched to the limits of his flexibility to accommodate
the substantial frame of the man standing between them as well as the bulk of the machinery, and
the position had him feeling both exhilarated and exquisitely vulnerable.

“So that masochistic streak of yours goes even deeper than I thought. Naughty little hero,”
Octavius chuckled darkly. Peter shuddered in response, bracing his hands on the other man’s broad
shoulders. He should’ve known he would notice.

“Boy, you realize I’m going to absolutely ruin this little virgin hole of yours for anyone else?”
Octavius said it so casually but the look he was giving him was positively feral , pupils blown wide
so the dark brown of his irises melted into pure black. Peter couldn’t come up with a coherent
answer, though Octavius didn’t appear to expect one. Applying more of the lube, Octavius lined
himself up with Peter’s entrance, then looked up at him. “This is going to hurt.”

It wasn’t a threat, merely an observation, which was somehow more intimidating. Peter couldn’t
help but tense up at the initial sharp stretch of the intrusion as he began to push inside.

“Relax my little spider, or it’ll be worse for you,” Octavius warned with cruel possessiveness. Peter
closed his eyes, willing his body to unclench as the large man drove his huge cock inside him, inch
by girthy inch. He couldn’t imagine how impossibly painful this would’ve been if he hadn’t
prepared him first.

Octavius paused partway through, panting in deranged lust. “Fuck, you’re so tight.”

“More,” Peter demanded when he could catch his breath, voice broken but determined. Octavius
didn’t give him time to second guess the request, driving himself deeper with steady, unyielding
force until he bottomed out with a groan. Peter never imagined—not even in the most shameful of
his fantasies—being this full before, indeed he was having trouble taking deep breaths. He
managed to open his eyes when Octavius gradually started to move. Paradoxically, the discomfort
got more bearable, though the air was knocked out of him with each roll of the man’s hips, shallow
as they were.

“Still with me, Parker?” Octavius asked, gravelly voice barely recognizable.

Peter nodded, biting his lip. Grinning madly, the large man began to fuck him in earnest,
practically tearing him in two with every thrust. The ache of his abused insides would be
unbearable if he wasn’t unerringly nailing Peter’s prostate with every stroke, almost like drawing a
bow across it. He clutched at Octavius’s broad chest, fingers digging into well-padded muscle
beneath the soft black shirt, his core coiling tighter and tighter in a transcendent state of agonal
bliss. Peter longed for a tentacle wrapped around his chest as well, constricting his ribcage with
every breath, but was too far gone to safely accomplish it. He was nearly tempted--nearly--to cede
control of the arms back to Octavius just to see what he could do with his mastery of them, but it
would be pure folly. He felt overwhelmed by the need to be simultaneously enveloped and torn
open—wholly consumed—by this beast of a man on a primal level that terrified him.

“So good,” Octavius growled into his ear, “taking my cock so well, even better than I thought you
would.”

Peter could only mouth unintelligible words into the man’s shoulder in response.

The latter squeezed Peter’s hips in return, hissing, “If you bite me, boy, I’ll mark you somewhere
you can’t hide it.”

Peter whimpered; it was too much but somehow not enough at the same time. His fingers clawed at
the villain’s neck, seeking the twisted metal of his spine and digging in sharply. Octavius fairly
roared in response--hands flexing around Peter’s waist with force that would surely leave bruises
later--and began pounding into him without even his prior modicum of restraint. Caught betwixt
heaven and hell with the devil between his legs, his heavy weight crushing him into the desk which
started to buckle under the assault, Peter could do little more than hang on. His own cock and balls
were squashed against the man’s stomach, the metal band of the harness digging into him
painfully, but even that served to stimulate him more.

“Please, sir,” Peter begged, barely able to form individual words, much less coherent phrases.
“Please, I can’t, I need—“

All it took was a few rough jerks of the other man’s hand on his dick to send him vaulting over the
edge, coming so hard he blacked out. Peter was vaguely aware of Octavius following with a low
growl and final series of quick, harsh thrusts, then a rush of liquid heat deep inside him. In the
aftermath, Peter felt strangely detached, as if he were floating outside his body on the aftershocks
of orgasm, but gradually came back to himself. With the sudden clarity of thought the release
brought, however, reality came crashing down around him.

What the fuck did he just do. He had a girlfriend, who he loved, even if things between them were
confusing and uncertain right now, and he’d betrayed her trust with one of the bad guys—

Tears began to blur his vision, his breath catching in his lungs and bile starting to well in his throat.
Large fingers under his chin lifted his gaze to Octavius’s, and there was concern in the dark eyes
boring into his.

“Wanting these things doesn’t mean there’s something wrong with you,” his voice was soft,
approaching kind until it turned cruel with his next words, the sudden change echoed by an abrupt
vicious twist of his features. “Wanting them from me , on the other hand, suggests some sort of
deep-seated trauma of an oedipal nature. Orphan, aren’t you?”

The crushing blow demolished what little remained of Peter’s composure. Dropping his head to his
chest in defeat, weeping silently, Peter disengaged the tentacles wrapped around his legs with a
weak hand, allowing the villain to separate himself from his fallen prey. Peter went from feeling
too-full to completely hollow when Octavius pulled out, and the loss of his overwarm body made
him shiver.
 “You might want to clean yourself up,” Octavius noted, wiping himself off with a rag, then
retrieving his gloves and glasses with a smirk of cold satisfaction on his face as if he’d proved
some sort of point. He submitted to re-confinement much more readily than Peter would’ve
expected, evidently content to leave the physical and emotional wreckage of the youth on the desk
in his wake. Gathering the tattered shreds of himself, Peter slipped off the chilled surface to land
on unsteady feet, the circulation only just coming back in his legs and the prickly numbness filling
them slow to recede. Head hung low, unable to even look the other man in the eye, Peter cleaned
himself up the best he could, dressing in rote, detached motions and gathering up the soiled rags to
dispose of later. He was going to forget this ever happened and could only hope the older man did
the same. A notification on the fabricator signified that it had finished analyzing the data it had
gathered and now had a model ready for simulation. To his chagrin, the computer had managed to
absorb more information from their illicit encounter than the entire time period before it. He’d have
to ensure nothing incriminating could be extracted from it when Dr. Osborn looked it over later.

Little did he know that the incident would become only an unpleasant footnote to the devastation
that was to unfold that evening.

Chapter End Notes

I really appreciate the positive response to this fic so far. As always, kudos and
comments are always welcome. Thanks for reading!
 Chapter 3
Chapter Summary

From atop of the Rockefeller Center, way past the time when tourists swarmed the
observation deck, Peter admired the last vestiges of the fading sunset captured by the
glass panes of the surrounding buildings as they were overtaken by the lights within,
the transition from natural to man-made illumination achieved almost seamlessly in
the city that never sleeps. He took a deep breath that only caught a little in his chest;
grief hits him at random times, and it’s the small things that hurt the most because
they’re so unexpected.

Chapter Notes

You could burn up like kinder flay

Could plug up to razor blade
Or you could just throw me away
Because I'm hollow
Fire flint sparks off in the dark
Tear up boys and call it art
Oh you can hollow out your heart
So we can be hollow
Fill me up and I'll follow
Cause pride's hard to swallow
Times like these make us hollow
Hollow, hollow
~Barns Courtney, Hollow

See the end of the chapter for more notes

From atop of the Rockefeller Center, way past the time when tourists swarmed the observation
deck, Peter admired the last vestiges of the fading sunset captured by the glass panes of the
surrounding buildings as they were overtaken by the lights within, the transition from natural to
man-made illumination achieved almost seamlessly in the city that never sleeps. He took a deep
breath that only caught a little in his chest; grief hits him at random times, and it’s the small things
that hurt the most because they’re so unexpected. May always loved sunsets; every time they went
to Coney Island, she made him get on the Ferris wheel at dusk to watch the sun go down even
though he wanted to ride the roller coaster over and over again.

Flipping through channels only to come across the cheesy shows she made him watch, a funny
argument overheard on the subway he would’ve told her at dinner, the smell of her perfume on a
stranger--all the little things that carry a crushing weight of loss far out of proportion to their
everyday significance. The wound of her loss is unable to heal, reopening every time he thinks
about the only flesh and blood he had left on the planet dying in his arms because of him.

He soldiers on because it’s what May would’ve wanted him to do, though there are times he just
wants it all to stop. His days are divided in thirds--the delivery jobs he’s picked up as a means to
make money (the only thing available without proper documentation); an attempt at sleep (which
usually consists of curling up on his uncomfortable mattress and crying with his arms wrapped
around himself); and being Spiderman, which tended to spill over into the others because it’s the
only time he feels free. Swinging through the city high above the streets, hurtling through the air
with wind rushing around him, he can actually breathe without all the pain and regret wrapped like
steel bands around his chest. Sometimes he wants to forget that Peter Parker ever existed in the
same way the rest of the world has.

He misses his girlfriend and his best friend terribly as well, and sometimes it’s almost worse
because they’re still there, just no longer his. MJ deserved better, much better than him. So did
Ned. Peter wasn’t worthy of her love or Ned’s friendship. All he’d ever done was put them in
danger, gotten them hurt. They were better off without him--everyone was. His last kiss with MJ
had been bittersweet, almost a lie in itself. She made him promise to find them, tell them the truth,
but she wouldn’t still love him if she’d known all the disgusting, perverted things he’d done. He’d
tried, gone to the coffee shop with that exact purpose in mind; he even had it all written out, exactly
what he wanted to say, but when he’d seen them happy and safe without him, he’d faltered. It was
probably for the best. They were where they should’ve been all along, on their way to a bright
future, and Peter was still here, fulfilling the only purpose he had left. He hadn’t been able to tell
her about Octavius that night either, couldn’t find the words, or bear the thought of the pain it
would cause her; in truth, he’d been a coward. So many mistakes and terrible choices he’d made,
and not just that day. He wished he could be more like the other two versions of himself—he owed
them so much, especially the older Peter, for not letting him become a killer.

He misses the person he’d been—or thought he was—before that night, who hadn’t fucked a man
old enough to be his father, gotten his aunt killed, and nearly beaten her murderer to death. At least
Spiderman could still be good, still help people, even if Peter himself had nothing left to offer
anyone.

The device in his pocket beeped--interrupting his dark musings--indicating new activity from the
gang Peter had been monitoring. This lot had proved to be well-supplied but less than brilliant
planning-wise. They hadn’t bothered deactivating the access for the phone he’d stolen off one of
them, and said idiot had helpfully written all his passwords on the inside of the device’s case. He
opened the app for messaging and voice chats they used to communicate. A clear, panicked voice
broke through the jumbled clamor of yelling and cursing. “He’s here, he’s--”

Peter thought he might’ve heard metallic clicking noises in the background before it dissolved into
static. He leapt off the side of the building in the direction of the signal in a backflip, carrying his
momentum through into the long arc of the webline he’d shot out to the office tower opposite.
Fortunately, the source of the audio still had his location finder turned on, and it was only a few
blocks away, relatively speaking. Last time he’d tried this, the call had come from all the way over
in the Bronx, and his quarry was long gone before he had a chance to get there. Weaving in
between buildings, he ignored the dull roar of the traffic and early nighttime bustle below him as
he hurried toward his target.

The phone led him to a shuttered, dilapidated laundromat near Roosevelt Park which evidently
served as a front for the gang’s operations. It had taken him a little less than five minutes to get
there, but the building was now eerily quiet. Peter made his way in through a high window, and
was relieved to find none of the room’s occupants dead, only incapacitated in varying stages of
discomfort. The restraint suggested the inhibitor chip was functioning on some level, if the culprit
proved to be who he hoped it was. Peter sent out an anonymous tip to the police using one of the
bound criminals' phones then set off through the back door which was now significantly more wide
open than had ever been intended like it had been remodeled by the Kool-Aid Man.
Telltale imprints of something large and heavy tracked up the wall of the next building, as if some
huge creature had taken big bites out of the brick. Peter scaled upwards after them, excitement
bubbling in his chest. God, he hoped it was him. It might be just another weirdo, but how many
men with mechanical arms could there possibly be running around New York City? He supposed
there were an infinite number of variations in the multiverse, but only one he was familiar with or
had any interest in.

Peter followed the path helpfully laid out by craters, launching himself from rooftop to rooftop in a
bid to gain ground on his target; they were headed roughly toward the docks. He felt the subsonic
thuds of the heavy machinery before hearing them, a low, foreboding rumble that should’ve
inspired fear rather than the anticipation it did. Peter sped up when he saw a large silhouette in the
distance several buildings ahead, moving quickly but with an uneven gait, as if limping.

He’d almost caught up to the figure when it disappeared over the edge of the next building, the
spare light of the waning moon glinting off metal arms as they dropped into the alley below. Peter
followed, swinging down to land in front of the man awaiting him at the bottom. He’d sensed him
following, apparently, and was ready for Peter with tentacles hovering in front of him defensively,
poised to strike. Peter knew it was the Otto Octavius he sought when he spied the mutilated right
upper actuator curled uselessly behind its counterparts. How the man could still be here when—as
best as he could tell—he initially disappeared with the rest of the visitors was puzzling.

“Doc? Doctor Octavius?” Peter inquired, the hopeful note in his voice readily apparent to himself.

The man’s eyes narrowed. “Parker?

“Sort of?” Peter stepped further out of the shadows, pulling his mask off after ascertaining they
were alone with no security cameras present.

Upon seeing his face, Octavius stepped back with an expression of befuddlement, and Peter put his
hands up in a show of non-aggression. Clearly that part of Strange’s spell had worked at least. He
wasn’t sure whether to be relieved or disappointed that the scientist no longer remembered him or
their history together. “I’m Peter Parker, just not the one you know,” he added sheepishly.

At least the man appeared more confused than offended by the revelation this time around. When
he’d overheard chatter a week ago between a few low-level criminals that there was a guy with
robot tentacles knocking over criminal establishments, Peter had been driven to seek him out but
apprehensive about who--or what--he might find if he was successful. It was perhaps a bit
worrisome that Octavius had turned to crime, albeit with no innocent victims, though that might be
explained by a lack of other opportunities available to him. Peter could take off his suit and pass as
a normal person, whereas the scientist had far fewer options, especially in a world not his own.
Peter recognized the markings on the crate of Stark tech on the ground behind Octavius, evidently
the spoils from his raid of the gang’s storehouse.

“You’re trying to repair Flo, aren’t you?” Peter guessed.

Octavius’s thick black brows rose in surprise. “How--I’ve never told anyone her name.”

“You mentioned it once,” Peter replied, fighting a blush at the memory of the specific
circumstance under which he’d gotten that information.

“I’ve never seen you before. How do you know me?” Octavius’s tone was wary. The tentacles
didn’t stand down but neither had he made any move to attack.

Peter was comforted by the fact that the robotic irises of the arms were still white, and there was
no telltale buzzing in the back of his head to indicate imminent aggression. He was at a loss for
words on how to answer, however. He didn’t think ‘you tried to kill me, we had sex, then I cured
you and a wizard sent you back to your own dimension’ would go down terribly well. Particularly
when that last part had proved wildly inaccurate, judging by the man’s inexplicable presence here
now. “It’s kind of a long story?” was all he could offer, and he winced at the lameness of his own
response.

Overall, in addition to the broken arm, the man looked a bit bedraggled compared to their
encounter the month prior--the scruff of a five o’clock shadow adorned his heavy jaw and he
appeared to be wearing the same clothing he’d had on then as well. Yet, there was a lightness in his
posture that hadn’t been there before, and though currently his expression was one of suspicion, the
scowl which had perpetually deepened the lines of his face was absent. Peter became concerned
when he noticed some sort of substance that was dark red but appeared to be the wrong consistency
for blood covering the man’s jacket and shirt, and frowned. “You hurt, Doc?”

The other man looked down. “This? No, one of them threw a slushie at me.”

“Oh.” Peter blinked, nonplussed.

“It’s uncomfortably sticky, but I think I’ll live,” Octavius added with a wry chuckle.

Peter found himself echoing it. After a beat, he ventured, "Where are you staying?"

Octavius didn’t answer, apparently having decided that Peter intended him no immediate harm but
not willing to trust him with that much information, which was fair. Peter changed tactics. “My
place isn’t too far from here. We could talk. I have food if you’re hungry, and you could--I dunno--
get cleaned up,” he offered, trying not to let his nerves show.

The older man eyed him warily for a long moment during which Peter felt his stomach twist in
knots. "Alright," he eventually conceded.

“Great!” Peter exclaimed with more enthusiasm than he meant to. “Umm, follow me then, I
guess?”

Octavius gave him an amused look but nodded, curling the intact upper tentacle around the crate.
Peter slipped his mask back on and started to climb back up the wall, the other man following
close behind. He tried to suppress his giddiness at finally finding Octavius. He knew he shouldn’t
be taking a risk like this--he didn’t really know the scientist all that well--but couldn’t help himself.
He’d seemed like a good man in their brief interactions after the chip was installed, uncomfortable
as they had been.

The journey to his apartment was brief, but Peter couldn’t help but look back to check on the man
lumbering after him more frequently than was needed. Octavius didn’t seem to be having any
trouble keeping up with him, leaping from building to building with the help of the long reach of
the tentacles latching on to brick and concrete, though Peter noticed the same odd lope in the gait
of the arms, as if impaired by the loss in function of one of them, perhaps exacerbated by having
another occupied. They hid the box of tech under a tarp on the roof of Peter’s apartment building—
no one else ever ventured up there in the short time he’d been living there—then descended to
ground level, a dirty blanket wrapped around Octavius’s shoulders to cover the tentacles and Peter
with a spare set of clothes over his suit, in order to actually get inside. In spite of all the efforts he
made to find the man, Peter hadn’t actually considered the implications of attempting to sneak the
near quarter-ton cyborg into his building before now. Octavius was hardly compact enough to fit
through the window Peter often used--at least not without causing it more damage than his entire
deposit was worth.
Luckily his neighbors weren't exactly friendly or inquisitive, and no one seemed much bothered by
Peter’s efforts to smuggle what probably appeared to be a rather large homeless man into his
apartment (which was technically not inaccurate). The only real attention they garnered was the
wary glances from the other occupants of the elevator when Octavius stepped inside and it creaked
ominously in protest.

Peter’s attempt at reassurance via a wave and friendly smile directed toward the elderly couple in
the opposite corner did little to assuage their concerns, judging by the fact that they just shuffled
further away from him and the imposing form of Octavius at his side. The young woman about
Peter’s age in front of them with headphones on stared resolutely ahead after favoring the pair with
an impressively withering side-eye. In terms of awkward elevator rides, it didn’t rank quite as high
as the one up to Happy’s condo with three additional supervillains, but it was in the same ballpark.
Peter was able to relax the tense set of his shoulders a bit when the other passengers alighted on
lower floors, but when the elevator reached his, he couldn’t help the spike in nerves as they
approached their destination. He hoped the small space wasn’t as messy as he feared he may have
left it. Peter fumbled with the keys for a second, all too aware of the hulking form waiting behind
him. When he finally managed to open his own door, he was a little relieved to see the state of it--
not the cleanest of spaces, but nothing actively embarrassing.

“So this is it,” he announced unnecessarily, leading Octavius inside, past the woeful combined
kitchenette/living room with his worn couch and small table with mismatched chairs. “The
bathroom’s through here. Sorry, it’s not much…”

Peter went silent, acutely aware of the laughable disparity between the tiny shower stall that barely
counted as such and the bulk of the man looming over him.

"It's ok, I'll manage,” Octavius reassured him with a soft smile. “Thank you, Peter.”

He’d taken off his glasses when they entered the apartment, and his eyes were so different to his
other self--still dark and deep but gentle and kind as well.

Peter was in trouble.

Once he’d gotten the man settled with an armful of towels—his entire clean supply, in fact—he
decided to make a quick run to the nearest late-night discount store rather than torture himself with
the proximity of a naked, wet Otto Octavius in the next room who had no clue that all Peter could
think about was how it had felt being pressed into the table under the massive man rutting into him
with that huge prick.

Peter chastised himself; this was no time for stupid, ill-advised, hopeless crushes. Octavius had no
memory of their encounter. Furthermore, considering the guilty way he had looked at Peter after
the new inhibitor chip was installed, it was highly likely that the man wouldn't even consider it in
his right mind.

Throughout the entire process of getting the replacement hardware in place, Peter’s heart had been
in his throat, terrified that--despite his assurances prior to their tryst--Octavius would use it against
him and reveal their sordid activities to all present, including his aunt. The man fought him every
step of the way when he had May raise him up to the second floor on the arms, spewing threats and
invective at Peter over his shoulder. When Peter gripped his hair to force his head forward,
Octavius had come closest to doing so, snarling ‘we should’ve ripped you apart and fucked your
corpse , you little shit’ at him just as he finally managed to get the implant in place.

Octavius had instantly gone limp, and Peter had been truly worried he’d managed to kill the man
by accident after all for a good ten seconds. The relief he felt when Octavius regained
consciousness was mixed with trepidation, unsure what his reaction to Peter would be. When
Octavius had expressed his gratitude with shame and regret in his eyes, Peter had to shake the
man’s hand and pretend he didn’t know exactly how it felt to have it opening him up and taking
him apart in the most intimate way possible.

Peter managed to avoid being alone with him for the few short hours before the Goblin wreaked
his havoc, and Octavius noticed; he quickly stopped trying, looking even more remorseful that
Peter couldn’t even bear to talk to him without a buffer present. He could tell the scientist wanted
to offer some sort of apology, but Peter was barely holding it together as it was, afraid of shattering
all over again if he had to actually discuss their encounter. At least the latter had remained secret,
and if anyone else present had thought Octavius’s last unhinged words to Peter before being cured
to be oddly specific or targeted in some way, they never said.

His feelings about losing his virginity to the man were complex, to say the least—not to mention
all the horrors that happened after—but he still wanted him desperately. Additionally, he wasn’t
entirely comfortable yet with what he’d learned about himself—that apparently he was bisexual
with a very specific type, masochistic tendencies, and some degree of tentacle fetish. However,
even this ambivalence along with Octavius’s cruelty at the end--crushing Peter verbally and
psychologically when he was already wracked with guilt at his own actions--didn’t diminish his
attraction to him. The mad scientist had been right; there was definitely something wrong with
Peter, fundamentally broken perhaps, but just thinking about it made him hard still. Peter knew it
was pathetic--unhealthy even--to latch onto him like this, but he couldn’t help it.

The short trip to the store was a blur; Peter felt like he was in a fugue state during it. He grabbed a
range of toiletries, more towels, and a bunch of the biggest clothing the superstore had to offer,
ignoring the gawking of the employees and his fellow patrons at the sight of him in-costume at the
self checkout. On the way back, he also picked up an extra-large pizza from the takeout place
around the corner.

By the time he returned, the shower was off but the door to the bathroom still closed. He knocked
on the thin wood panel. “Doc? I got you some stuff.”

After a moment, the door opened enough for Octavius to lean his head around it, pleasantly
surprised at the bags Peter offered. “Thank you, Peter, you needn’t have.”

“It’s okay, I figured you could use it,” Peter replied, doing his best to suppress his reaction to the
other man’s proximity and presumed state of undress, though he suspected the tips of his ears had
reddened. Only as he handed over the pile of goods did he realize his error. Without thinking about
it, he’d bought a pack of boxers almost identical in color and texture to the ones he’d seen the man
wear before. It would look incredibly suspicious to try to take them back now, and he hadn’t gotten
any alternatives. They were common enough, it wasn’t like they were black silk or had cartoon
characters printed all over them, but it was still a careless mistake he couldn’t afford to make.

Trying to distract himself from his faux pas, Peter began to prepare for the makeshift meal by
scouring his fridge for suitable beverages. The results were pitiful, however; water, energy drinks,
and milk--no, that was expired. He should've gotten soda or something at the store.

“Stupid,” he murmured to himself, tossing the carton in the trash. Who would want milk with their
late night pizza anyway? Peter chastised himself for worrying so much about making a good
impression; this was hardly a date or anything close to it, even if Octavius was the first guy--
person of any gender, in fact--he’d brought to his apartment. He felt comforted by the sight of the
leather coats hung on the hooks by the door despite knowing full well he shouldn’t.

Peter set out his second hand--third hand, more-like--plates and glasses on the rickety table
 alongside the pizza with paper towels for napkins. Trying not to fidget as he waited, he checked the
police scanner to see if anything else was happening in the criminal underworld of New York City,
but it seemed Octavius’s raid had been the most interesting event of the night.

A little less than a quarter-hour later, Octavius emerged from the bathroom. He’d used one of the
shopping bags for his dirty clothes, and had chosen sweatpants and the zip-up hoodie, having torn
a square out of the back of it for the arms. His dark curly hair was still damp and slicked back from
his face; he'd also shaved, and Peter already missed the stubble. The tentacles looked shinier as
well. Peter was curious about the degree of water resistance they possessed but thought better of
asking until they were better acquainted, especially from Octavius’s perspective.

“Thanks Peter. I feel—somewhat human again,” he offered with a self-deprecating grin. If

Octavius thought Peter’s shopping choices were anything more than an odd coincidence, he didn’t
say.

“No worries, Doctor Octavius. I got pizza if you want some,” Peter replied, gesturing to the table.

The older man nodded, taking the chair opposite him, hesitating only slightly at its rickety
appearance before sitting down. Mercifully, it held. “You can call me Otto.”

“Okay, Otto.” Peter grinned, the name foreign on his tongue but not unwelcome. Smile fading a
bit, he took a deep breath, steeling himself for the ordeal of summing up the patently insane and
tragic events that brought them to this point. The sanitized version at least.

Chapter End Notes

Really appreciated the feedback for this fic so far. Comments and kudos are always
much appreciated. Thanks for reading!
 Chapter 4
Chapter Summary

“--and then I found you. As you can see,” Peter concluded a bit lamely after all the
fantastical happenings he’d disclosed.

Chapter Notes

Dip a toe in the ocean, oh how it hardens and it numbs

The rest of me is a version of man built to collapse in crumbs
And if I hadn't come now to the coast to disappear
I may have died in a landslide of rocks and hopes and fears

So I swim until you can't see land

Swim until you can't see land
Swim until you can't see land
Are you a man? Are you a bag of sand?

-Frightened Rabbit, Swim Until You Can't See Land

See the end of the chapter for more notes

“--and then I found you. As you can see,” Peter concluded a bit lamely after all the fantastical
happenings he’d disclosed.

By the time Peter had completed his summary of events—omitting several details that were too
painful and/or embarrassing as well as the more intimate aspects of their interactions entirely—
they’d demolished the pizza between them. Octavius had listened intently, only interrupting
sparingly to clarify certain points; having the older man’s undivided attention was gratifying but
also a bit nerve-racking. The tentacles, meanwhile, alternated between exploring their
surroundings--which they apparently found more interesting than Peter would’ve expected
considering the sparseness of his apartment--and observing him, with at least one appearing to
actually be paying attention at a time as if they were on a rota. It was still so strange to see the
scientist dressed-down and sitting casually at Peter’s kitchen table, though he dwarfed the cheap
chair he sat in comically. He seemed to be handling the information better this time around as well,
though he supposed Octavius had longer to process the differences between this world and his
own.

“I’m so sorry--about your aunt,” Octavius offered, and empathy in that dark gaze was disarming.

“It wasn’t your fault, it was the Goblin,” Peter replied thickly, tears threatening at the corners of
his eyes before he took a deep breath and forced them back. It occurred to him that it was the first
time he’d spoken about the circumstances of her death in a deeper way than his brief chat with
Happy at her grave since that night. The experience was painful but he felt lighter somehow,
perhaps because he wasn’t also mourning the loss of yet another connection at the same moment.
Ever since the somewhat rocky beginning of their relationship, Happy had been there for Peter--
support and caring badly disguised by gruffness and sarcasm--and become even more so since
Tony died. Maybe he and May would’ve been able to work things out after all, but there was no
way to know now.

Octavius shook his head, gaze dropping to the table for a long moment, thick fingers tapping out a
rhythm Peter couldn’t quite follow. “Gaps in my memory have not been an uncommon occurrence,
as of late.” He looked up at Peter, wincing. “That was you that I attacked on the bridge, wasn’t it?”

Peter nodded. He wasn’t sure at what point the final spell would’ve kicked in—it appeared to be
the moment the older man had seen his face for the first time.

Octavius’s frown deepened. “Sorry about that.”

“Apology accepted,” Peter returned easily. Of all that had transpired, the confrontation was a
relatively minor scuffle in comparison to what followed.

The older man sighed. “Before last week, my memories are a bit hazy, but the first thing I recall is
waking up at the base of the Statue of Liberty ten days ago with no recollection of how I’d gotten
there. The voices were gone for the first time in so long.” He took a sip of water to clear his throat,
as if he wasn’t used to talking this much. “I’d forgotten what it was like to be alone in my own
head; it was so quiet I thought I’d died, at first. The stench of the Hudson quickly disabused me of
that notion, however,” he laughed humorlessly. One of the actuators approached him, clicking
softly in his ear as if in concern, and he raised a hand absently to brush his fingers over the snout of
it in a calming gesture, which seemed to work.

“At first I thought I was just in the future, which was crazy enough, but then I figured out I didn’t
exist--moreover, I had never done so. It was disorienting, to say the least,” he huffed with a
mirthless chuckle, looking away for a moment.

He cleared his throat, then met Peter’s gaze with regret. “When I found out there was a Spiderman
in this universe, I’d considered trying to find him--you--but my last few interactions with both Peter
Parker and Spiderman were not exactly friendly, so I thought better of it.”

Peter frowned. “I would’ve helped you.”

Octavius nodded, lips quirked in a gentle smile. “I can see that now. And judging by the chip on
my neck, you have quite a few things in common with the Peter I knew.”

“I had help, Dr. Osborn…” Peter trailed off, unable to complete the thought. His feelings regarding
the troubled scientist and his alter ego were still a raw current of anger, pain and regret coursing
through him.

Octavius reached out toward Peter with a hand but stopped short of touching him, evidently
thinking better of it. Peter wanted to bridge the gap between them so badly but didn’t trust himself.
“I’m sorry that helping me cost you so much, but I am grateful,” the older man murmured, low and
earnest.

Peter nodded, unable to bring himself to verbally respond to the sentiment without dissolving into
tears. Taking a deep breath, he sought to redirect the conversation. “We tried to make it a little
more durable…”

“That’s a good idea, even if I’ve no intention of bombarding myself with nuclear radiation any
time soon,” Octavius remarked drily, the barest hint of a self-deprecating grin on his lips.
Peter nodded, returning it with a subdued grin of his own, not sure how sore the subject might be
for the scientist though he seemed to be making light of it.

“So this magic spell that was supposed to fix everything,” Otto drawled slowly, the barest hint of
skeptical incredulity catching on the more esoteric language. “Why would it work for all the others
but me?”

“I’ve no idea,” Peter admitted apologetically. “Something must’ve gone wrong with it.”

The time displacement was also odd, but the logistics of the multiverse had been confusing enough
already. He was unlikely to figure it out tonight, at least, and tabled the subject for later. Selfishly,
he hesitated for a brief moment; he really didn’t want the man to go, but it wouldn’t be fair to keep
Octavius where he didn’t belong. Reluctantly, he added, “Unfortunately, Dr. Strange doesn’t know
who I am now either, but we can try to get him to cast it again.”

Octavius was quiet for a long time, tracing the patternless scratches in the worn wooden table with
the tips of his fingers. Peter tried not to be obvious about following the movements with his eyes.
Finally he sat back with a huff, appraising Peter carefully. “You said the first time I was pulled
here was a moment before my death, which you had hoped to avert by fixing the chip? But you
weren’t certain it would work, right?”

Peter nodded, not sure where he was going with the line of questioning.

Otto’s brow furrowed “This so-called wizard’s magic has malfunctioned multiple times already.
Furthermore it might well still be my fate to die in my own world. I’m not sure I want to take that
chance again.”

Inwardly Peter cheered, but he managed to keep his reaction more subdued. “I understand.”

Octavius cleared his throat. “Well, it’s getting late.”

“You can stay here, if you want. The couch isn’t real comfortable, but there’s heat and running
water,” Peter gulped, trying to sound casual, wanting so much to keep him close, get him to like
him—it might be pathetic, but he couldn’t help himself.

“I’ve imposed enough already--” Octavius demurred.

“ Please ,” Peter tried to keep the desperation from his voice. “All of this is my fault, it’s the least I
could do.”

The older man wavered undecided for a moment before relenting. “Thank you, Peter, once again.”

“Of course, it’s no problem at all. I can grab some blankets,” Peter babbled in relief, and tried to
distract himself by clearing the table.

He piled the dishes in the sink, intent on leaving them until morning, but Otto took up soap and a
dish rag and began expeditiously washing and drying them with the assistance of the tentacles. It
was bizarre to see the same devices which had easily smashed a highway’s worth of cars and trucks
used for something so mundane. Peter shook off the distraction, stashing the empty pizza box by
the trash can to take out later and retrieving the promised bedding before changing into his sleep
pants and tee shirt then slipping into the bathroom to handle his own nightly ablutions. He stifled a
laugh at the sight of the various towels hung up as neatly as possible over every available surface
in the tiny bathroom. He was going to have to do laundry very soon.

Peter splashed water on his face after brushing his teeth, feeling surreal. He wasn’t quite sure
 where to go from here, but he felt a renewed sense of hope and promise that had been absent for a
very long time. Octavius was a considerable physical presence merely existing in Peter’s small
apartment, as if filling the cold, dark, hollow space with life. Heading back to his small bedroom,
he said goodnight to the big man seated on his couch in passing, who returned the sentiment with a
smile that warmed Peter’s insides.

He curled up on his lumpy mattress with a sigh, checking the scanner on his phone one last time
before trying to shut his eyes for a few hours of sleep. The sounds of Octavius’s heavy mass
shuffling over creaking floorboards through the thin door probably shouldn’t be comforting--
lulling even--but it was. Peter thought he might’ve heard his low baritone murmuring once or twice
interspersed with soft clicking of the tentacles, clearly trying to be quiet and considerate. For once,
instead of tossing and turning endlessly in an effort to find a comfortable position, he felt himself
relax, settling in place with slow, easy breaths. Just having another human being who knew who he
was, who seemed to care that Peter existed was a relief he didn’t know he needed.

Chapter End Notes

Sorry for the long wait and relatively short chapter, but I’m hoping to get the next few
out a bit faster. Thanks so much for all the kudos and comments, the interest in this
story has been more than I’d hoped for.
 Chapter 5
Chapter Summary

Peter wasn’t sure he’d be able to fall asleep but he must’ve, judging by the rude
awakening his alarm provided at his normal time; by default, way too early for the late
hours he habitually kept. He dragged himself out of bed with a stretch, shivering as his
feet hit the cold floor, chill seeping through the thin fabric of his socks. He stopped at
the doorway of his bedroom at the sight of Octavius, not exactly surprised by the other
man’s presence but there was something novel about it, welcome even.

Chapter Notes

Lookout kid, trust your body

You can dance, and you can shake
Things will break, you make mistakes
You lose your friends, again and again
'Cause nothing is ever perfect
No one's perfect
Let me say it again, no one's perfect
Right

A lifetime of skinned knees

And heartbreak comes so easy
But a life without pain would be boring

~Arcade Fire, Unconditional (Lookout Kid)

See the end of the chapter for more notes

Peter wasn’t sure he’d be able to fall asleep but he must’ve, judging by the rude awakening his
alarm provided at his normal time; by default, way too early for the late hours he habitually kept.
He dragged himself out of bed with a stretch, shivering as his feet hit the cold floor, chill seeping
through the thin fabric of his socks. He stopped at the doorway of his bedroom at the sight of
Octavius, not exactly surprised by the other man’s presence but there was something novel about
it, welcome even. Otto was still passed out on the couch, snoring softly. The big man just managed
to barely fit curled on his side, tentacles braced on the floor, an arm thrown over the back, head
propped up on one low armrest and stockinged feet hanging over the other. It didn’t look terribly
comfortable, but he appeared to be deeply asleep nonetheless. One of the tentacles perked up to
look at Peter, the white eye in the middle blinking curiously. He waved, and it settled back down
like a dog, assured that he meant its master no harm, though still tracked his movements as he
tiptoed across the room as quietly as he could manage.

His first task of the morning (every morning) was getting some caffeine in his system. He turned
on the cheap coffee maker—a step above instant, but only just—and went through the motions of
loading the grounds into the basket with its filter as the old appliance slowly came to life, heating
up the water in its reservoir with all the reluctance of the should-have-already-been-retired.

He retrieved his mug from the drying rack next to the sink, but the only other one he owned was at
the very back of the upper shelf, heretofore unused. Reaching up on his tiptoes, Peter craned over
the other rarely utilized kitchenware to get to it. He’d just managed to grasp it when his hip
bumped a glass he hadn’t realized was that close to the edge of the sink. His free hand shot down
across his body to catch it only for a metallic blur to beat him to it. He turned to face the tentacle
which had been keeping watch holding the glass cradled gently in its claws. The arm eagerly
offered the drinking vessel back with a chitter; it occurred to him that it coincidentally happened to
be the actuator which had jacked him off, and he tried not to blush.

“Thanks?” Peter said, appreciation mixed with uncertainty. He wasn’t sure how much language it
understood independently of Octavius but the actuator replied with happy-sounding chirps. They
really were remarkable; such strength yet capacity for precision. Maybe he could suggest the
scientist work on making them less prone to leaving dinosaur-like tracks wherever he went.

Unfortunately, the commotion, small as it was, finally roused Octavius from his slumber. Peter
was impressed by the smooth way the man rolled off the couch to his feet with the help of the
tentacles in what looked like a practiced motion as he snapped awake. He suspected he was used to
sleeping in uncomfortable settings. Otto padded over with a yawn.

Peter frowned. “Sorry Doc, I didn’t mean to wake you.”

“It’s alright.” Octavius rubbed his eyes, voice rough with sleep.

Peter opened his fridge, surveying its contents, which proved just as lacking as the night before—a
mixture of takeout in varying stages of decay, sugary energy drinks, and the off-brand macaroni
and cheese he’d made two days ago.

Otto peered over his shoulder with a jaundiced eye. “Does any of this even count as food?” he
inquired, not unkindly, seemingly out of more concern for Peter than criticism.

Peter shrugged, ears tinged pink, chagrined. “I’ve been meaning to order groceries but I forgot.”

Fortunately, they managed to scavenge an almost full box of waffles from the freezer. Octavius got
to work warily heating them up in the equally decrepit toaster. Peter retrieved the plates they’d
used the night before along with the collection of sugar packets and creamers he’d hoarded from
the odd indulgence of getting the real stuff from the coffee shop around the corner. By the time the
coffee was ready, Otto had a stack of waffles to join the imitation maple syrup set down on the
table between them. The older man accepted the mug of substandard black coffee without
complaint. Peter felt an unearned sensation of domesticity bubble up inside him as he sat across
from Octavius again perched gingerly on his rickety chair.

“Doctor— Otto, sorry.” Peter preempted the older man’s gentle correction, who also waved off his
apology. “Did you sleep ok?”

“It was fine, thanks.” Otto took a few bites then asked, “What were your plans for the day?”

Peter panicked for a moment, having stuffed more of the waffle in his mouth than he’d meant to,
and worked to chew and swallow the dry, freezer-burned chunk caught in his throat that wasn’t
quite softened enough by the sticky corn syrup.

“At some point I should work for a few hours, but I could help you fix Flo?” Peter suggested
hopefully. His enthusiasm dimmed when he saw the uncertainty in the other man’s gaze, afraid
he’d offended him by overstepping, remembering how the man bristled when he’d been studying
the actuators before the new chip. “It’s ok, if you don’t want—”

Octavius shook his head but there was no anger in it. “No, you’ve shown me far more trust than
I’ve earned, letting me stay here. I would very much appreciate your help.”

“Okay, great,” Peter grinned in relief, breaking off another hunk of waffle with his fork.

The conversation lapsed into a mutual silence of eating for a few moments before Octavius—Otto,
he was going to have to get used to calling him that— spoke up again. “What do you do for
employment?”

“Takeout delivery mostly,” Peter replied sheepishly. He’d rather be doing something more
interesting or meaningful, but his options were limited. The manual labor aspect didn’t bother him
in the least, he didn’t think himself above the work or anything like that, but May would’ve wanted
him to continue his education. She’d always been so supportive, sacrificing her own time and their
limited funds for his school activities.

Otto appeared troubled. “Peter, if you’re anything like the young man from my universe you
should be in a lab, or studying at least.”

Peter shrugged. “Kinda hard to get into college without any record of attending school anywhere.”

Otto’s face fell. “I’m sorry.”

Peter brushed off his concern, not wanting the pity. “It’s alright. I’m working on it. Speaking of
documentation, we need to get you IDs and stuff too.”

Having started the process himself a few weeks ago, Peter knew that even with the specialized
programs in place for victims of the blip, it still took weeks to months to get paperwork filed. He’d
been fortunate that the housing options were prioritized and expedited so his overburdened social
worker had been able to get him an apartment within a much shorter time frame.

“Am I supposed to walk into the DMV like this?” Otto replied with a self-deprecating wave of his
hand toward the actuators. There was no way the former supervillain would get within fifty feet of
a metal detector without issues, Peter conceded, but he’d considered how to circumvent it.

“There are outreach programs at F.E.A.S.T. on Wednesdays.” He hadn’t been back there since he
lost May, but it was probably their best option. “We can get the initial fingerprinting and photos
done there so you won’t have to enter a government building.”

Otto looked skeptical but didn’t challenge him on it, sipping on his acrid coffee politely as if it
didn’t faintly remind one of battery acid. Peter for his part finished the last of the waffles after
offering it to Otto, who politely declined, drained the dregs of his coffee, then excused himself to
get ready.

He’d usually devote the morning to GED prep so he’d be ready to take the exam as soon as his
paperwork came through, but it could wait for one day. Peter took a quick shower then dressed,
putting on a thermal layer beneath the spider suit. Without it, he was fine as long as he kept
moving, but the minute he stopped, the cold cut right through the thin material. He missed quite a
few things about the high tech nano suit Tony had designed for him, but thermoregulation was at
the top of the list on dismal winter days like this.

By the time he was ready to go, Otto had managed to clear up the remains of their lackluster repast
and also changed into track pants and the other zipped sweatshirt under the double coats, the dirty
blanket somewhat reluctantly slung over his shoulders once more. Peter was a little disappointed
that he yet again missed the opportunity to see how Otto managed to fit the coats over the
actuators, but he didn’t want to creep the older man out by asking about it.

Peter left through the window and arranged to meet Otto on the roof. The box was exactly where
they’d left it the night before, undisturbed. He tried to stem the anxiety for the older man, as if he’d
disappear into thin air now that he’d finally found him. It was patently ridiculous; the man could
clearly handle himself and furthermore, was unlikely to encounter anything more dangerous than a
rude neighbor on the elevator ride down. Still, the ball of nerves in his stomach loosened when
Otto soon joined him, picking up the crate with an actuator once more before they set off.

The heavy sleet and freezing rain were bothersome but provided good cover for them to move the
pallet in daylight, what little of it there was, at least. Most people wouldn’t bother looking up as
they rushed toward their destinations, eager to find shelter from the elements. As an added bonus,
the inclement weather assured they’d be safe from news and police helicopters.

Octavius led him to a derelict warehouse that appeared a stiff breeze away from crumbling into
dust with electrical lines diverting power to it which looked anything but up to code. The inside
wasn’t much better—creepy, damp, and freezing with evidence of a large fire on one side and a
variety of detritus covering the floor, puddles spreading here and there from precipitation making
its way through the porous roof.

He followed Otto to the pile of shipping containers stacked against and on top of each other in the
middle of the large room. It made sense as a security measure as the list of people who’d be able to
disassemble the structure without a great deal of heavy machinery was likely pretty short. Octavius
managed it with minimal effort, revealing that the interior of the center container was furnished
with a rough workspace—abutting work tables made from sheets of metal supported by several
crates. Otto connected the power lines to the makeshift workshop, turning on a set of LED lights
strung up above the benches in crude but effective fashion. Peter noticed a mattress covered by a
tarp next to a space heater in one of the other containers. His heart clenched at the thought of the
man living like this, and resolved to make him feel as welcome as possible in his apartment,
meager as it was.

Peter whistled at the skeletal outline of the distal end of a tentacle with a claw base resting on one
of the tables. “Jeez Otto, you’ve been busy.”

Otto shrugged, digging through another container with familiar markings. After a few moments, he
apparently found what he was looking for, turning back to Peter and handing him a stack of bills
that had to come to at least a few thousand dollars.

Peter looked askance at the bundle of money, and was on the verge of handing it back when Otto
implored, “Take it, please.”

Peter was a tad uncomfortable with it, but reasoned the damage was done—they’d hardly be able
to return it to the rightful owners anyhow.

“You gonna stop ripping off bad guys, Doc?” he asked carefully, slipping the money into one of
the few pockets his suit sported.

The heat on the other man’s cheeks was charming. “Can you buy palladium at a corner store in this
world?”

“I suppose not,” Peter admitted. He noticed he sidestepped the question neatly, and was tempted to
point out that one could find a lot on the internet, but had to acknowledge that neither of them were
swimming in resources at the moment, the ‘liberated’ cash and materials notwithstanding. He’d
have to work on getting them both access to more legitimate means to make a living. He did
wonder why the man hadn’t used some of the money to get himself somewhere better to sleep at
night; perhaps he didn’t feel comfortable renting a hotel room.

“Does it hurt?” Peter gestured toward the curled up damaged actuator hovering over his right
shoulder.

Otto gave him a searching look. “It's uncomfortable. Best way I can describe it is like an exposed
nerve ending in a broken tooth.”

“Sounds unpleasant,” Peter commiserated. He spied something familiar in the box next to where
the pile of money had been and dug it out. The arc reactor had to be the one Max had taken from
the fabricator. “Where did you get this?”

“It was in my coat pocket when I woke up here”, Otto replied. “From what I’ve been able to
ascertain, it’s a self-sustaining fusion reactor.”

“Yeah, Mr. Stark designed it—” Peter’s voice broke, and Otto tactfully didn’t pry further. He put
the device back on the table. It would probably be useful at some point soon, but he didn’t feel up
to dealing with it right now—the reminder of yet another person who’d be disappointed in Peter
pained him. He hadn’t done a very good job at being Peter Parker, much less the next Tony Stark.

In an effort to change the subject, Peter cleared his throat, inquiring, “Will you have to reprogram
her?”

“No. Her brain, for lack of a better term, is housed more proximally, adjacent to the harness. I
designed it that way in case upgrades or repairs were needed.” Otto frowned, appraising the jagged
metal stump of the amputated actuator. “I didn’t anticipate something like this, however.”

Peter smiled. “What can I do to help?”

Otto dragged the new crate over and pried it open, breaking the locking mechanisms with an ease
that suggested prior familiarity with them. “Would you mind going through that for me?”

Peter nodded. “Sure, what are you looking for?”

“Anything that might be useful, really. I’m having trouble finding raw materials for the plating,”
Otto explained. He noticed Peter shiver and brought the heater closer, plugging it into the
makeshift set of outlets. The man’s thoughtfulness was endearing.

“Titanium alloy, right?” Peter asked, not thinking much about it until he spied Otto’s reaction.

The scientist’s brow was furrowed over narrowed eyes. “Yes.”

Damn. Yet another thing Peter probably shouldn’t have known. “Right,” he murmured, ducking
his head down to both begin to appraise the equipment and avoid Octavius’s piercing gaze. He
suppressed a sigh when the older man turned his attention away from him to the partly built
tentacle on the table.

At first glance, the contents appeared less than useful. The spools of fiberoptic wiring might come
in handy, but the rest of the materials seemed to have no cohesive purpose Peter could fathom.
Among the random assortment were chassis for some sort of sensor but none of the components, a
set of small chipboards, an array of batteries, and an entire case of plastic fasteners that didn’t seem
to match anything else present. He began sorting the materials by likelihood of utility; the
fiberoptic cables went in one pile and the plastic bits in the other.

He soon became aware of an actuator hovering over his shoulder, the same one that had assisted
him this morning. It seemed to have taken a liking to him, if that were possible. Strange’s spell had
erased him from all electronic records as well as human memory, to his frustration, but could the
arms somehow remember him independently of Octavius? If that were true, however, surely the
other man would’ve said something. Perhaps it was similar to the imprint of vague recognition or
deja vu that MJ appeared to have when he went to visit her. “Umm, hi?” he ventured.

The claw wriggled in greeting, and Peter grinned back at it.

Otto looked up from the miniature arc welder he’d been employing which had been hidden in the
claw of another arm. “I’m sorry, they tend to get curious,” he apologized, looking embarrassed.

“It’s ok,” Peter assured him. He bit his lip before giving into the temptation to ask: “What are the
names of the others? You never got around to telling me.”

Otto’s mouth quirked in a small grin. “The one in front of you is Moe. These are Harry and Larry,”
he motioned to his left, then right, and the respective actuators waved in turn.

Peter couldn’t hide his amusement, emitting a chuckle. “I’m sorry, but those are pretty awful,
Doc.”

The names transformed the man from unholy terror into a Dr. Seuss character. No wonder he never
told anyone else. The tentacle in front of him slumped, claws curling inward morosely at the harsh
critique.

“No offense!” Peter stuttered awkwardly, wondering how to placate a self-aware robotic arm. He
ended up trying Otto’s maneuver, gingerly patting it on the top of its head like a cat, a bit
apprehensive about whether the tentacle would accept the gesture from Peter. His concerns were
quickly allayed as it perked up again, the clicking noise it made intensifying with a happy
intonation. He thought he might’ve seen Octavius stiffen out of the corner of his eye but wasn’t
certain.

“It was a joke between me and my wife,” Otto explained, humor likewise gracing his features.
“When we were thinking of having children, she said all my name suggestions were terrible and
should never be inflicted on a baby.”

“You’re married?” Peter blurted out, hating himself for needing to know though it could only add
to his existing guilt regarding their encounter.

“I was. She—“ Otto’s head dropped to his chest, expression shuttering. His voice was hoarse when
he eventually continued. “She died when the reaction overloaded. It was my fault.” The pain in his
eyes visible even behind the glasses was gut-wrenching.

“I’m so sorry,” Peter offered, heart sinking and feeling even more like a callous bastard. He wanted
to give the man a hug but wasn’t sure it would be welcome. Instead, he rested his hand gently back
on the head of the actuator near him as a gesture of comfort. He held his breath at the sudden
hunch of the other man’s shoulders; when he went to remove his hand, however, the tentacle
pushed up into his palm, so he let it be.

Otto looked up at the other claws hovering in front of him in concern, seemingly making an
attempt to console their host. “We never had any children, but they liked the names. Chose to keep
them when I suggested they could change them,” he murmured somberly, and Peter couldn’t tell if
the statement was directed toward him, the mechanical arms, both, or neither. After a long moment,
Octavius seemed to gather himself, shaking his head as if to clear it, and Peter removed his hand
with some reluctance.

“Do they still talk to you?” Peter ventured, attempting to be casual about redirecting the
conversation and failing.

Otto's gaze shifted back to Peter, eyebrows raising. “Yes, but only if I want them to. I can control
their degree of autonomy now, as I’d always intended.”

“Ah, gotcha.” After an awkward moment of silence, Peter turned his attention back to the crate and
Octavius resumed his activities of welding something onto the new arm. He moved a heavy box of
what felt like lead aside to reveal the familiar aureate sheen of Iron Man armor. The square plate
was small but even some of the titanium-gold alloy had to be useful. He picked it up eagerly only
to get distracted by what lay just beneath—a brick-shaped container, inside of which a shining
silver ingot was suspended in what appeared to be a protective containment field. The metal
gleamed, almost glowing with its own inner radiance. Peter brought it up into the light, and
exclaimed in recognition, “Holy shit!”

His outburst startled both Otto and the actuators. The large man stepped over to him, an inquiring
expression on his face.

“I think it’s vibranium. You don’t have it in your universe,” Peter explained in excitement.
Hurriedly, he cleared out the rest of the junk to reveal that the bricks lined the entire bottom of the
container. There was enough here already processed and ready for use for any number of projects.
He’d never worked with it directly before, but the possibilities were beyond intriguing.

“This is—there has to be millions of dollars worth of it here. This doesn’t just fall off a truck.” It
had to be deliberately smuggled off Stark Industries premises for a specific purpose, which was
troubling. He wondered if he contacted Happy as Spider-Man whether he would be willing to hear
him out. Seeing his companion’s bemused expression, Peter pulled up a chemistry book on his
phone and opened the chapter on the element, passing it to Otto who proceeded to scroll through it
rapidly, glasses now propped on his forehead.

“There’s enough here to repair Flo, or if we do a titanium alloy again, coat all the arms to be more
durable.” Peter realized he was possibly granting a considerable advantage to a man who had
already been a formidable adversary not long ago, but his need to help outweighed caution, at least
at the moment. He’d deal with the repercussions if they occurred, he told himself.

Otto handed his phone back. “If I give it to one of them, the rest are going to get jealous,” he
asserted with a soft smile, and it felt like he was only partly jesting. The actuators glanced back and
forth between Peter and Otto like they were watching a tennis match.

Peter tried and failed to reign in his own enthusiasm. “Well Doc, what do you think?”

Octavius considered for a moment. “Let’s try using it for all of them,” he eventually declared, and
his decision was met with excited clicks from the tentacles. “I’ve never worked with material with
energy properties quite like this,” Otto continued. “We'll have to adapt the mechanics of the joints
to it as well.”

Peter could sense the too-wide goofy grin on his face but couldn’t bring himself to care. “So,
where do we start?”

Otto launched into a description of the intricate system of induction coils and servos which gave
 the actuators such prodigious strength and flexibility—utilizing the exposed hardware of the
damaged limb to illustrate his points—with the adroitness of a seasoned lecturer, which Peter
supposed he was, in another world. Peter listened with rapt attention, excited by the possibilities
and basking in the companionship, the sheer joy of working with another like-minded person,
someone else to bounce ideas off of that he hadn’t experienced since creating the cures with the
other Spider-men.

Chapter End Notes

As promised, I've managed to update sooner than a month. I'll do my best to get the
next out in a similar time frame. Thanks again for all the support for this fic, it's much
more than I expected. As always, kudos and comments are much appreciated. Cheers!
 Chapter 6
Chapter Summary

Otto picked up the phone Peter had gotten him, wincing internally at the stickiness left
by the congealing puddle he’d inadvertently set it in. The prepaid device was cheap,
hardly the latest tech, but Otto had been fascinated by its capabilities nonetheless. Cell
phones were never that useful in his universe. He tapped the screen to bring up the
time; he still had about an hour before the boy was due home, and there were no
notifications to indicate he’d texted or called in the interim.

Chapter Notes

I stood between the light and the dark

And let the shadow come over my heart
I had to get a taste of both sides anyway
But in the shade it starts to get hard to keep telling the two apart
There's nothing harder
There's nothing longer
Than a dark day

You have to do it the hard way

Baby do it better now
There ain't no hand that you won't play
Baby do it better now
There ain't no price that you won't pay
Man made man
-The Glorious Sons, Man Made Man

See the end of the chapter for more notes

Otto picked up the phone Peter had gotten him, wincing internally at the stickiness left by the
congealing puddle he’d inadvertently set it in. The prepaid device was cheap, hardly the latest tech,
but Otto had been fascinated by its capabilities nonetheless. Cell phones were never that useful in
his universe. He tapped the screen to bring up the time; he still had about an hour before the boy
was due home, and there were no notifications to indicate he’d texted or called in the interim. Not
that he was beholden in any way to Otto in the least. Peter had given him a key to his apartment,
but he didn’t feel comfortable staying there alone. Otto sighed; he probably should start the process
of finding his own housing, but it was a step he found himself hesitating to make for several
reasons, not the least of which was he still felt very much out of place in this world. Still, he
shouldn’t have taken Peter up on the offer the first time, much less continued to crash on the boy’s
couch like an itinerant, but the simple truth was, he liked the boy, enjoyed his presence. It helped
that the younger man didn’t look at him like the monster he was—even if he did think it, Peter hid
it well. It was refreshing.

The night they’d met—for the second time, apparently—was the longest conversation with another
person that he could recall in recent memory. He wondered what possessed his former self to reveal
as much information as he apparently did, but he had to admit something about Peter’s amiable and
genuinely curious nature put Otto more at ease than he was used to. He reminded Otto a great deal
of the Peter Parker in his own universe in many ways, but there were differences between them that
were a little harder to define. The actuators had developed a fondness for this Peter as well, which
was unusual in itself. They too were unaccustomed to being looked upon with anything but fear
and disgust since the accident.

Before the chip was replaced, the terror in the eyes of others at the sight of him hadn’t bothered
Otto. It had been useful and, moreover, the power of it had felt good. Now their revulsion pained
him, made him uneasy in his own skin; even when he hid the actuators, normal, everyday
interactions had become harsh and abrasive. Peter was the only person he’d met thus far who
didn’t require significant effort to be around. Otto found himself craving human contact that didn’t
involve blood and horror even as he shied away from it, hence his presence at the bar this eve. It
allowed him to be adjacent to a group of his fellow human beings (if he still counted among their
number, which was debatable) without actually being a part of it, and it was about the most
socialization Otto felt up to doing at the moment.

He’d spoken to no one save the bartender, who for his part had asked no questions and offered no
small talk save for his order which suited Otto just fine. None of the other patrons had even come
near, though he supposed he looked forbidding enough lurking in the dark corner of the bar,
actuators tucked under his new coat only adding to the bulk of his silhouette. The local dive was
far enough away from the tourist beat to be dimly lit and relatively quiet, the occasional outbursts
in victory or defeat from the group of men playing darts in one corner notwithstanding. Otto had
always tended to keep irregular sleeping habits, often forgoing rest altogether in favor of working
until he collapsed in exhaustion. Now his eyes were exquisitely sensitive to light, rendering him
preferentially nocturnal, creeping around in the dark like the unsavory beast he was.

He’d been staring at the wooden countertop for the past half-hour as if by deciphering the random
markings in it he could somehow make sense of his frankly ludicrously fucked up existence. The
scarring of its thick lacquer did not, unsurprisingly, provide any such enlightenment. A basket of
greasy food half-finished sat next to the umpteenth glass of cheap beer he sipped at absently in
regular intervals. He’d have to pick up something more nutritious than that for Peter, he noted,
otherwise he was prone to eating an even worse diet than Otto himself.

Otto was buzzed enough to dull the general physical and emotional pain of his day-to-day existence
but not too far gone that he’d be a danger to others, a level of inebriation sufficient to put a
numbing wall between himself and his dead, at least for a night. Perhaps it was hypocritical
wanting the dissociation considering how he’d chastised the actuators for withholding so much of
his own mind from him for so long, but finding the balance between feeling enough to be himself
and yet being able to function at the same time had proved to be a lengthy and arduous ongoing
process. Not to mention the ordeal of sorting through his memories, both his own and those of the
four inhuman minds in his head, to make sense of all that had happened since the accident. He just
needed a break from it for the night. His digital creations reckoned time differently, to start with,
and initially had analyzed their surroundings with a brutal economy of purpose and dispassionate
rationale that they’d only more recently begun to grow out of. They had advanced beyond anything
he’d hoped for, developing their own tastes and personalities. His children still had difficulty
understanding and processing emotions—their own and those of others—as well as even more
complex concepts such as morality and empathy that troubled even ordinary humans.

In the beginning, they’d treated every negative emotion and feeling as something to be filtered out
and avoided, skewing Otto’s sensory input and memory in ways he hadn’t been conscious of. All of
them would have to learn to navigate this new existence together. Sometimes their curiosity about
their surroundings got them (and him) into trouble, especially when Otto was trying to keep a low
profile, but he wanted to give them as much freedom as he could as long as it was safe to do so.
Fortunately, at the moment, his creations were too distracted by the novelty of Otto’s inebriation to
make much mischief, and had been relatively well-behaved in the bar thus far. They couldn’t feel
the biochemical effects of the alcohol directly, of course, but the sensation second-hand fascinated
them. Only occasionally had they attempted to peek out from under the coat or through the vents
he fashioned in it, but were easily corralled with a gentle reminder from Otto or each other. Flo
tended to be the most responsible of the quartet; her incapacitation, while inconvenient and
uncomfortable for them all, had the unexpected side effect of forcing the others to be more
considerate and mature.

Otto’s gaze drifted to the back of the bar, his reflection in the mirror set into the dark wood
paneling behind it distorted by dirt and desilvering, obscured by an array of bottles of varying
levels of emptiness and familiarity. Some of the brands he recognized as being very close if not
identical to that of his universe with only subtle changes in font or coloring. Others were much
further removed or wholly unknown to him. The beer he’d chosen was very close to its equivalent
in his world, but it hadn’t much flavor to begin with. His choice to stay here hadn’t been as difficult
as perhaps it should have but he truly had nothing to go back to, of his own doing. Rosie’s siblings
would hardly welcome his return, he’d been an only child, both his and her parents were dead—
even his closest friends were also hers or colleagues who would hardly desire to be associated with
his disgrace. His actions were unforgivable, irredeemable—by rights he should spend the rest of his
miserable existence in prison but wasn’t brave enough to submit to it.

It was likely he’d be just as listless, purposeless there in any case. It had stung to learn that this
Tony Stark, who Peter clearly idolized from the way he spoke about him alone, had accomplished
Otto’s lifelong dream—done it better in fact—and managed to die a hero. Meanwhile, in his
universe, Otto would’ve died as a tragic failure at best and at worst a monster; Frankenstein and his
creation rolled into one, slipping the noose only by the whims of a force he would’ve refused to
believe existed before last week. His ongoing existence was merely a mistake, enabled by the
goodness of a young man who by all rights should’ve been happy to let him die rather than risk his
own safety and that of his loved ones to help him. He wondered idly if his absence had changed
anything in his world or if the timeline had gone on without him.

A large part of him still believes he should’ve perished as punishment for his crimes. There are
moments where he thinks about it—rectifying the error, diving into the water and letting the heavy
metal on his back drag him down into oblivion. These thoughts understandably distress the
actuators, who try to pull him out of it, cheer him up with diversions. Repairing Flo served as such
a distraction, as will upgrading the plating on the rest of the arms to match. Once they finish those
projects, he’ll have to find something else to do with the vast expanse of time he shouldn’t have—
unbearably alone, without Rosie— stretching out in front of him. Perhaps it was a mercy that she’d
never existed in this universe either. He threw back the rest of the glass; the cheap, bland beer
somehow managed to leave a sour taste in his throat.

At his nod, the barkeep planted another in front of him. They’d only just started the process of
making Otto legal in this universe (relatively speaking), but fortunately he was in no danger of
being carded for anything. Otto had been skeptical about Peter’s plan, but the staff at the charity
were very helpful. Oddly enough, Peter had seemed uneasy in the establishment in a way he hadn’t
seen from him before for reasons unclear to him, though he didn’t want to pry.

The boy had clearly been through a great deal of trauma, though he didn’t dwell on it in the telling.
Furthermore, he didn’t seem to have anyone else to care for him. The least Otto could do was be as
useful as he could. A dark voice that had nothing to do with the artificial consciousnesses in his
head and everything to do with his own flesh-and-blood demons spoke up from the blackest parts
of his mind.

You really think he’s better off, safer with you around? The man who nonchalantly sent a train full
of hundreds of passengers to their deaths with a goddamn quip out of mere convenience, their only
hope at avoiding doom a boy barely older than he is now? You tried to kill him at least once
already.

Otto wished he could say that man was well and truly gone, but it would be a lie. It was a part of
himself he’d never truly acknowledged before but had been there all along, dormant, waiting to be
unleashed. The unchecked communication between his nervous system and the arms had served as
a destructive feedback loop between his own worst impulses and their drive to complete the
purpose they were programmed with. Before the accident, Otto hadn’t considered himself a bad
man. He had his faults, same as anyone else—a little arrogant when it came to his intellectual
capabilities, single-minded and hyper-focused about his research (enough so that Rosie had to not
infrequently draw him out of the lab for basic necessities such as eating), and a temper that he kept
under tight control by suppressing it. All of these traits had turned toxic, transforming him into a
ruthless, egomaniacal monster powered by incandescent fury—a truly loathsome entity, capable of
such evil, reveling in the death and destruction he caused. Otto had always had a propensity for
sacrificing himself on the altar of his science, so it hadn’t taken much to push him into being
perfectly willing to anoint it in the blood of everyone and everything that got in his way.
Furthermore, while he had experienced his father’s rages as a child, until the accident he’d not
thought himself capable of such brutality, taking delight in the pain of others in a way which
sickened him now.

Rising to his feet, Otto downed the rest of the swill in a few unceremonious gulps. If he left now,
he could pick up falafel with some sort of vegetable from the place Peter seemed to favor on the
way, it should still be open. He threw a short stack of bills on the table to cover his tab plus a
healthy enough tip to incentivize the bartender to develop amnesia regarding his presence at the
establishment just in case.

Otto was wanted for crimes of a far less serious nature in this universe—mostly stemming from the
fight with Peter on the bridge—but they’d still been considerable; destruction of property, assault,
attempted murder, reckless endangerment, etc. He didn’t think the authorities had a good enough
description or photograph of him for identification without the telltale arms visible but one could
never be too careful.

He stepped out onto the streets familiar yet not in a way which was difficult to put into words but
not infrequently gave him migraines, though he was slowly acclimating to it. He pulled the collar
of his jacket up, not so much cold (he rarely was now) as to shield the back of his neck from the
damp winter air. The new implant was waterproof, but he still felt the irrational urge to protect it
from all threats including the elements. Slush on the sidewalks squelching underneath his boots, he
made his way back to Peter’s apartment, habitually avoiding the circles of light cast by the
streetlamps and likewise the few pedestrians out and about in the cruel midwinter night. As he
rounded a corner into an alleyway he used as a shortcut, a jumpy, lanky form stepped in front of
him, brandishing a handgun. Otto didn’t think he was a particularly desirable target even without
the actuators visible, but he’d underestimated the stupidity and ambition of the criminal element
once more.

“Hand over your wallet and phone or I’m gonna blow your brains out!” the figure declared with an
affected gravelly intonation.

“I’m not in the mood,” Otto grumbled and kept walking, brushing past the would-be mugger
unceremoniously. The man stood there for a second in frozen incredulity then lunged toward Otto.
He shoved the gun toward Otto’s face, barking, “Hey, asshole—”

Otto reacted instantly, actuators prepared from the first hint of a threat—Moe slapped the weapon
away even as Harry pinned the would-be mugger to the wall by the throat. Otto had to consciously
tamp down the spike of irritation, the urge to squeeze the neck of the little shit who had the gall to
threaten him until he’d never have the opportunity to harm anyone else ever again, the impulse to
choke, crush, tear apart—

After a few deep breaths, he managed to settle himself. If he wanted to help Peter, he’d have to
keep better control of his emotions in situations like this. His attacker shrieked while ineffectually
trying to pry the claw from around his neck with his bare hands. The thug had been prudent in his
choice of location if not target, Otto considered; at this time of night, there was little chance of
timely police presence or a Good Samaritan stepping in. His assailant was tall, only an inch or two
shorter than Otto, but thin with a youthful face bearing the scraggly beginnings of a beard and
sporting clothes that appeared of good quality but were too baggy for his frame, which seemed to
be fashionable here. Larry retrieved the discarded weapon, crushing it easily into a useless ball of
metal, then he and Moe began rifling through the man’s pockets eagerly.

“We really shouldn’t be doing that,” Otto chastised with little heat. Addressing their felonious
tendencies was a work in progress. Otto himself hadn’t exactly been a good role model for them
but was trying to do better.

“What?” his captive stopped screaming to stammer in between gulps of air.

“I wasn’t talking to you,” Otto snapped.

“What the hell are you, man?” The man’s defiance was betrayed by his wavering voice as well as
the acrid stench emanating from his clothes indicating that he’d pissed himself.

Spare bullets were found and confiscated by Moe as Larry handed him the miscreant’s wallet in
triumph. The address listed on the drivers license was on a Tribeca block that even in this universe
seemed to have a minimum price tag in the seven figures. There was also several hundred dollars in
cash and a variety of no-doubt stolen credit cards that didn’t match the name on the ID, as well as a
condom, the latter of which he had the claw slip back into the wallet in distaste. Larry pocketed the
cash, then at Otto’s request crumpled up the purloined credit cards. Otto held the ID up to the light.
Upon inspecting it further, he realized it was a learners permit. The kid was barely seventeen.

Moe brandished a baggy containing several smaller bags of what looked like an assortment of
powder, weed, and pills like a prize. “No, those are drugs,” Otto chided. Slumping, the actuator
went to put it back in the jacket pocket he had found it in with a dejected chirp, but Otto stopped
him. “Wait, we’ll dispose of them.”

The inept criminal renewed his efforts to free himself, cursing, “Motherfucker—”

“Shota, isn’t it?” Otto read the little punk’s name off the ID, and the kid’s eyes widened, going
slack in the actuator’s grip. “It’s a school night. What the hell are you doing out here?”

“I didn’t ask for a lecture, asshole!” The asinine bravery of the youth was astounding and
disappointing in equal proportion.

Otto bared his teeth at his captive. “You’re technically correct, but when you shoved a gun in my
face you were making a strong bid to have me grind every bone in the hand holding it into a fine
powder. Would you rather I do that instead?”
 Terrified but still defiant in that reckless, foolhardy way only teenagers with no sense of their own
mortality possessed, the kid exclaimed, “You’re fucking crazy!”

“Probably,” Otto conceded, finding himself getting increasingly angry. Peter worked himself to the
bone subsisting on cardboard masquerading as instant noodles to protect spoiled little rich pricks
like this kid who was pissing away all the advantages and privileges he’d been given. He tossed the
mostly empty wallet back, which the boy caught with shaking hands.

“I’m keeping this,” Otto held up the drivers license before tucking it away in his own coat. “You’re
going to run home right now and I’d better not see you out here ever again,” Otto warned with a
glare.

“Or what, you’ll tell my parents?” The kid sneered.

Otto had Harry grind the little idiot further into the wall, brick crumbling under the actuator’s
claws, and extended the spike from Larry’s maw, growling, “Or I’ll be compelled to extract what
little brains you’re currently demonstrating to possess through your nose.”

Incredibly, the imbecile opened his mouth as if to protest further.

“We can skip to that right now if you prefer,” Otto snarled.

His opponent shook his head rapidly, bravado finally yielding to survival instincts. Otto bade Harry
release his quarry, who dropped to the ground in a heap before scrambling unsteadily to his feet.
He stumbled away towards the street, sparing a glance back at Otto to make sure he wasn’t being
followed. Otto hadn’t much hope that his message would have any staying power, but if it scared
him enough to stay off the streets for a few nights it was better than nothing. His phone buzzed in
his pocket.

Almost home. Did u eat yet?

Otto found himself smiling as he typed an answer to Peter’s message.

I can pick up falafel if that works for you.

Almost immediately, Peter replied: Sounds great see u soon :-)

Otto’s grin broadened as he slipped the phone back in his pocket. The actuators retreated under the
coat once more a little reluctantly but were consoled by the prospect of seeing the boy. Otto
continued onward to the takeout place, running over the alloy compositions he wanted to discuss
with Peter in his head, unaware he’d begun to whistle softly.

Chapter End Notes

Thanks again for all the kudos and kind comments, it definitely helps me write :-)
 Chapter 7
Chapter Summary

Peter tucked the tape measure he’d brought back into his bookbag, making some quick
calculations in his head as he assessed the piece of furniture in front of him. The dark
blue pull-out couch was a little older but still in good condition, and furthermore, of
sturdy enough build quality to withstand its intended use as Otto’s replacement bed. It
was deeper and longer than his current one but should still fit under the window. It
might take up more space than was customary for a couch in the small room and
didn’t match any of his other furniture, but both of them had the means to climb over it
if needed and fashionable décor was hardly his priority at the moment.

Chapter Notes

There's a fork in the road in front of me

At the crossroads of identity
The Devil is standing to the left
He says "either way, they both lead to death"
And the high road's steady and steep
And the low road's easy and deep

Guess I'll follow, follow, follow my feet

Guess I'll follow, follow, follow my feet
~The Unlikely Candidates, Follow My Feet

See the end of the chapter for more notes

Peter tucked the tape measure he’d brought back into his bookbag, making some quick calculations
in his head as he assessed the piece of furniture in front of him. The dark blue pull-out couch was a
little older but still in good condition, and furthermore, of sturdy enough build quality to withstand
its intended use as Otto’s replacement bed. It was deeper and longer than his current one but should
still fit under the window. It might take up more space than was customary for a couch in the small
room and didn’t match any of his other furniture, but both of them had the means to climb over it if
needed and fashionable décor was hardly his priority at the moment.

“I’ll take it.” he declared to the woman—Irene, she’d said her name was—who’d posted the ad.

“This thing is real heavy, mister,” she replied, peering skeptically at him with crossed arms, clearly
dubious of his ability to get it out of the apartment. The posting on the free-cycle site had explicitly
stated that the claimant was solely responsible for hauling the piece of furniture away and no help
would be given. It was probably one of the reasons the high-end item was still available to begin
with.

He smiled winningly, which did not seem to reassure the woman. “Let me just call my friend.”

Peter dialed Otto’s number, and the older man answered on the third ring.
“Peter,” Otto intoned, and Peter didn’t think he was imagining the warmth in his rich voice.

“Otto, you busy?” Peter asked hopefully.

“Not terribly, no,” he replied. “Why?”

“I got a free couch,” Peter explained, very aware of Irene standing next to him with her arms
crossed.

“We have a couch already.” Otto sounded puzzled. Peter wasn’t sure if the ‘we’ was in any way
significant but couldn’t help but hope, likely reading far more into it than was probably wise.

“This one’s better, we just have to get it back to the apartment,” he explained, a bit self-conscious
with an audience.

“Alright then,” Otto chuckled. “Where are you?”

Peter gave him the address, feeling his host’s glare intensify, the ill-will of it almost enough to set
off his spider-sense.

Otto hummed. “I can be there in twenty minutes.”

“Great! See you soon,” Peter replied, happy grin tempered by the sour look of the woman standing
next to him.

After several attempts at small talk were rebuffed by his host, who was clearly annoyed by how
long the proceedings were dragging out, Peter tried to distract himself with practice questions.
Optimistically, he’d scheduled the GED exam for the end of the month. Hopefully his state ID
would come through by then. With a little luck, he could enroll in spring classes at the community
college. The knock on the door heralding Otto’s arrival came mercifully swifter than he had
promised. Irene gave Peter a skeptical glance before opening it.

“Hello.” Otto greeted the woman with a smile, but Irene looked even more askance at the scientist
than she had Peter. Perhaps it was a good thing he had initially come alone. She likely would’ve
taken one look at Otto and not let either of them in the door otherwise. Peter didn’t quite
understand why; aside from the trench coat hiding the arms, Otto was dressed in normal clothing—
jeans and a red sweater—and his demeanor was nothing but friendly and polite even if he did
happen to take up most of the doorway. Peter admitted he was biased, though.

“I’m really busy so I’d appreciate it if you could get this thing out of here,” Irene grumbled,
gesturing for Otto to enter with bad grace.

Fortunately, between the two of them, they were able to make quick work of hoisting up the heavy
article of furniture and lugging it out of the apartment, barring a bit of fumbling and ungainly
tilting of the couch to find the right angle to get it through the door. As soon as they got it past the
threshold, Irene shut the door behind them—nearly hitting Otto in the process—and engaged all
the locks on it quite audibly.

“It doesn’t fit in the elevator,” she added helpfully through the thick wooden barrier as a parting
shot.

Peter winced at Otto’s impressively sardonic eyebrow raise. “Sorry?”

Otto sighed. “Let’s get on with it then.”

Sadly, the stairwell wasn’t as spacious as one would expect considering the size of the apartment
building, and navigating it around each sharp, awkward turn the stairs made proved to be even
more of an obstacle than the apartment door had been. It was a shame they couldn’t push it out of a
window.

“We’re almost to the roof already. Do you think anyone would notice if we took it up instead?”
Peter suggested. Two stories up had to be easier than nearly twenty down, he reasoned.

“It’s worth a shot, I suppose,” Otto grunted, letting two of the actuators bear the weight of it as he
stood to stretch his back out with a series of uncomfortable-sounding joint pops.

“I’ll check it out,” Peter promised, feeling guilty about possibly exacerbating the man’s existing
discomfort caused by the heavy machinery attached to his spine. He jogged up the stairs,
encountering nothing save a security camera above the door to the roof. Upon closer inspection, it
wasn’t even connected to power, evidently vandalized by someone else even before their arrival,
likely to accomplish the same anonymous roof access they were seeking. Despite the warnings
posted on the door, no alarm sounded when he gingerly pushed it open. Additionally, when he
stepped out onto the roof itself, there was only a nest of stripped wire where another camera
should’ve been above the exit.

“Coast is clear, Doc,” Peter called down to the older man.

The couch was much easier to maneuver now that they weren’t pretending to have to move it
conventionally, the tentacles efficiently twisting it around the awkward corners up the stairs. Either
one of them could carry it easily, but they decided it was more practical for Otto to handle it while
traveling. Peter stripped off his outer layers, stuffing them into the backpack, then webbed the
cushions in place. Otto picked it up once more, tentacle wrapped around it carefully, then they set
off for the apartment, Peter leading to scout ahead. Hopefully they wouldn’t garner too much
notice on the journey back. It was cold but at least there wasn’t any rain or snow expected in the
forecast. They’d only made it a few blocks when an alert went off on his phone indicating
emergency services activity of high priority. Peter dropped to the next rooftop, bringing the app up
on his screen: there was an out of control apartment building fire over in Washington Heights.

Otto soon joined him, looking puzzled. “What’s going on?”

“There’s a fire, a bad one,” Peter replied.

Otto grimaced. “I see. Where are we going?”

He was warmed by the other man’s unquestioning willingness to help. “Amsterdam Ave, by the
bridge.”

They stashed the sofa on the roof; it should be reasonably safe there. Before heading out, Peter
ripped two strips of fabric from the tee shirt in his backpack and wetted them with a bottle of water,
then handed one to Otto. “Here, you’re gonna want this.”

Otto tied it around his neck, and Peter put his own on under the mask, then they made haste to the
site of the fire. As they neared the building, the huge plume of smoke would’ve given it away even
if the plethora of emergency vehicles surrounding it hadn’t. Several blocks around the older tower
block were cordoned off, a cacophony of sirens accompanied the efforts to combat the blaze,
smoke billowing out of the structure’s windows with flames licking up its exterior.

Peter made his way over to the woman who appeared to be directing the rescue efforts from behind
the large tanker battling the flames, dropping down to the street nearby. Though she initially
seemed startled by his sudden arrival, relief soon overcame it. “Spidey, we could really use your
help.”

Peter nodded. “Of course, ma’am, what’s going on?”

Her eyes widened, having apparently noticed Otto looming behind him. “He’s with me,” he added,
hoping the explanation would suffice.

The commander was still eyeing Otto cautiously but continued: “Fire started on the fourth floor,
we think. We’ve cleared the lower levels, but there are people trapped on the floors above. My
guys haven’t been able to make it through the worst of it to get to them.”

“Right,” Peter acknowledged, scanning the scene. It was apparent that the ladders might’ve had the
range to reach the higher levels but the flames streaking out of the building clearly limited the
safety of their use. “We’re on it,” he promised, turning back to confer with Otto.

“Well?” The older man looked at him expectantly. Peter surveyed the building, searching for a
way in. There was a viable corner on the fourth floor that appeared burned-out but with no active
flames and minimal smoke.

“Let’s try there,” he pointed to the area, and Otto nodded. Peter swung up with Otto close behind,
the cloth pulled up over his nose and mouth. They approached a broken window, climbing
cautiously inside after ascertaining there was indeed no active conflagration in the room, Otto’s
actuators clicking as they scanned their surroundings. Peter was about to head for the hallway
when the big man stopped him with a hand on his arm.

“I think there’s someone alive behind there,” he declared, pointing to the wall the apartment shared
with the one next to it.

“You can tell that?” Peter asked, impressed.

“With reasonable certainty in a limited range, yes,” he replied. “The heartbeat is faint, but still
present.”

Peter approached the wall, wary of what they might find on the other side. He broke through the
sheetrock carefully but was immediately assaulted by heat and smoke. Quickly, he shot a burst of
webbing out to suppress the fire crawling over the floor toward them. It generally worked well but
used up an extra portion of his supply each time, limiting its utility. Otto, meanwhile, had made his
way over to the prostrate form in the opposite corner—from appearances an elderly man swathed in
blankets—and wrapped a tentacle gently around him. As Otto went back out to deliver the victim to
the emergency workers below, Peter searched the rest of the rooms in the apartment but found no
other signs of life.

When Otto returned, Peter asked, “Anyone else on this floor?”

Otto’s brow furrowed. “Not sure, there’s a lot of signal interference from the heat. I think we’ll
have to be closer, maybe within a few yards.”

Peter squared his shoulders in determination. “Let’s go then.”

It must’ve been only minutes, but felt like eternity in the pits of hell, the acrid stench of burning
permeating his very being as they searched for survivors. Heat and smoke stung his eyes and lungs
the closer they got to the origin of the fire, then clung to them as they made their way from room to
room then floor to floor, Otto’s tentacles punching through wood and brick like they were
cardboard and Peter smothering the flames where he could. Unfortunately, he was beginning to run
low on web fluid and had left his backup cartridges in his bag with the couch on the roof.

He lost track of the number of bodies they extricated from the building to hand off to the
firefighters outside. Some had only succumbed to smoke, and were almost conscious by the time
they got them out, but others were so badly burned as to be nearly unrecognizable. Peter tried to
ignore the way burnt skin sloughed off in his hands when he went to check on one unfortunate soul
that had been trapped behind debris who was beyond his help.

The flames intensified behind them as the firefighters—despite their best efforts—slowly lost the
battle of attrition, unable to bring the inferno under control. When they reached the roof, Otto took
off his face covering to retch and spit. Peter pulled the mask up from his mouth as well, both of
them breathing in great gulps of air.

“Peter, I don’t know what else we can do here,” Otto said hoarsely, hunched forward with hands
braced on his knees. Peter was about to agree when a buzzing in the back of his head intensified.

“Wait,” he murmured, closing his eyes to concentrate. Something drew him to an area at the back
of the building on the third floor that had been supposedly cleared by the firefighters. He’d learned
to trust that feeling, as it had saved him more than once. Opening his eyes, he turned to Otto. “We
have to go back down,” he implored, seeing the older man’s uncertain expression. “Trust me,
please.”

After a moment, Otto relented, nodding. They climbed back down on the opposite side of the
building from where they’d initially entered to a door left open onto a fire escape and clambered
inside. As they made their way down the hall, Otto’s eyes narrowed, the actuators honing almost at
the same time Peter did on one of the apartments a few doors in.

“Through there?” Peter asked, and the big man confirmed with a nod. The door was already ajar,
and through it he could see that the apartment wasn’t as badly burned as the rest of the building.
He heard faint cries from a room at the back, and strode quickly to it. The door was unlocked, but
something held it shut. He gave it a shove experimentally, then when it didn’t yield pushed again
with significantly more force. The wooden barrier shattered under his shoulder, his momentum
propelling him into the room, but he immediately stumbled over something in the entrance. He was
soon horrified to realize he’d tripped on a body which had been huddled in the doorway, and it
remained immobile even after being stepped on. In the room beyond, there were three small
children, the youngest an infant, a boy barely older than that, and a little girl who looked to be
about five huddled in one corner.

Peter knelt down in front of the trio. “Hey, it’s ok. We’re here to help. I’m Spiderman. What’s your
name?”

“Alana,” she whispered, eyes big and wet with tears, holding the baby in her arms as the sniffling
toddler tried to hide behind her.

“Nice to meet you Alana,” Peter replied, smiling kindly at her even though he knew she couldn’t
see it. “You did so well. I can take them now.” He reached toward them slowly with palms up,
trying his best not to scare them.

The girl thought for a moment, then asked, “What about Mum-mum?”

Peter looked at Otto, who had bent down to check the older woman’s pulse; the older man shook
his head with a grave expression.

Peter turned back to the child, swallowing heavily. “We’ll try to help her too, but she wanted us to
get you guys out first, ok?”

Nodding somberly, the girl handed over the baby and pushed the unhappy toddler toward Peter,
enabling him to secure the wriggling boy in his other arm. Just as he was about to get the eldest
child to her feet, a loud crack resounded through the small space as the ceiling shifted and a
burning piece of it rocketed downwards, nearly hitting Peter, who managed to leap back just in
time. The girl likewise scrambled away in response, seeking shelter under the crib against the other
wall. Ash and sparks flew everywhere when it hit the floor, setting alight a pile of clothing and
bedding which rapidly wicked up the wall behind it. Peter looked up to discover the remainder of
the ceiling was only just held back by Otto’s arms—the scientist was even bracing the damaged
actuator on the floor despite the fact it was clearly hurting him.

“Come on, kiddo, we gotta go,” Peter encouraged, trying to keep his tone light and free of the
panic building in his chest.

The floor creaked ominously when he stepped toward her, its structural integrity severely
compromised by the ceiling collapse. He couldn’t risk jumping over to where she was or putting
the other kids down to get to her. Peter glanced at Otto standing by the door; he could only guess
at how much of the mass of the building Otto was supporting with the tentacles but his hands were
still free.

“You’ve been so brave. That’s my friend Otto over there,” he nodded toward the large man. “He’s
gonna help you—”

“No!” the little girl screeched, evidently more afraid of Otto than the fire, pressing herself further
under the crib. Peter’s heart sank at the almost haunted look on the other man’s face at the
realization the child would rather face death than go anywhere near him while he scrambled to
come up with another way to get all of them out of the room safely.

The building began to shake, and Otto cried out in warning— “Peter!”

The window at the end of the hall shattered, and the flames tracking up the wall behind Peter
suddenly roared, fed by the fresh influx of oxygen into a wave of fire streaking toward him. Peter’s
breath stuttered in his chest as all he could hope to do was drop to the floor, cover the babies in his
arms with as much of his body as possible, and wait for the inferno to take them over. Instead the
welcome, familiar grip of metal snaking around his waist tugged them violently out of its path.

Otto had launched himself sideways, tearing through wall after wall until they were free of the
building, the ceiling collapsing on top of them in the process, though the worst of it was deflected
by the arms not occupied by Peter and the children. Peter shielded his charges as best he could, the
sting of glass and debris not blocked by the tentacles raining down on his neck and
shoulders. Fresh air was a blessed relief until he realized they were still falling. Peter couldn’t risk
releasing his hold to shoot out a webline, he had to trust that Otto could get them out of it before
they hit the ground. A heartbeat later, he did so, and the shrieking noise of metal on metal from
whatever Otto had grabbed onto to arrest their descent was almost unbearable for a few endless
seconds until they jolted to a halt. They hung for a moment suspended over the array of emergency
vehicles before Otto climbed to the ground, setting Peter down a few feet away from himself. Peter
noted that the corner of the building they had been in had crumbled in on itself entirely.

Otto had the girl tucked into his coat for protection but she didn’t appear to appreciate his efforts,
crying and beating against him as looked over to Peter with concern. “Pe—Spiderman, are you
alright?”

“Yeah Doc, we’re ok,” he replied in relief. The children were covered in soot but otherwise
appeared largely unharmed, and their soft cries and squirming in his arms were actually a positive
sign that they were conscious enough to object to the proceedings. They made their way over to the
nearest ambulance, but before they reached it, two uniformed police officers stepped in front of
them with weapons trained on Otto.

“Don’t move!” the more seasoned of the cops shouted. The younger of the two seemed more
unsettled by Otto, the grip on his gun white-knuckled and shaky.

The actuators began curling around Otto defensively with low hisses, the frightened child still
cradled in his arms. Peter tensed, trying to figure out a way to get them out of the situation without
bloodshed.

“Put your fucking guns down, goddammit!” a voice called out from the other side of the
ambulance. The fire captain who he’d spoken to earlier stomped over, the very picture of righteous
indignation.

The senior officer’s gaze flickered over to the newcomer and back to Otto, faltering for the first
time. “He’s wanted for questioning—”

“I don’t give a shit. That man just risked his life getting a bunch of people out of the building
who’d be dead now without him, including those kids. Let him through,” she barked, short of
stature but with a dominating presence, which made sense considering her occupation.

The police officers exchanged looks, and the one who’d spoken first opened his mouth to protest
further, but was cut off by the woman once more.

“Do it, or get the hell out of my fireground,” she snarled, crossing her arms. The two hesitated a
tense moment more before relenting, stepping back to allow them to pass.

Otto handed the older girl—still screaming bloody murder and fighting with every fiber of her
small being—to a startled paramedic then slipped away with a nod to Peter, eyeing the frustrated
cops warily as he did so. Peter stayed just to make sure the children weren’t seriously injured, and
was reassured by the medical staff that they’d be fine, physically at least. Emotionally was another
story. The hard lesson he’d learned early on was that he couldn’t save everyone, as much as he
tried.

The fire commander was pulled away on urgent matters but managed to make her way back over to
Peter briefly before he left. “Sorry about that, Spiderman,” she huffed, still favoring the sullen cops
with disdain.

Peter frowned. “Are you gonna get in trouble because of us?”

She gave him a wry grin. “Don’t worry about it, I can handle them. Things would’ve been a lot
worse without you here. Tell your buddy thanks, too.”

Peter acknowledged the gratitude with a nod then made his own escape, wanting to vacate the
premises before the news crews arrived—especially that hack Jameson. He didn’t know what he’d
done to deserve the unrelenting animosity and slander, but the conspiracy nut would probably end
up accusing Peter of setting the fire in the first place for attention.

A few minutes later, he rejoined Otto on the rooftop where they’d left the couch. The big man had
discarded his jacket, the thick leather rendered a smoldering mess even as it seemed to have
shielded Otto from the worst of the fire, his sweater being mostly intact, and was trying to comb
glass out of his hair.
 Peter’s suit, on the other hand, had held up well, relatively speaking. It wasn’t the first burning
building he’d run into, after all, and he faced enough fire-based attacks on a regular basis that he’d
built in as much heat resistance as he could with each iteration. He took his mask off, discarding
the rag which had been covering his face, then noticed his companion’s forlorn expression. Peter
understood why the older man was upset; he’d only been trying to help after all. He suspected the
girl’s reaction may have bothered Otto more than that of the cops, though. “Otto, I’m sorry—”

“It’s alright, Peter,” Otto replied gruffly.

Peter bit his lip, perturbed. “I just—”

“Don’t,” Otto said in a sharper tone. “It’s fine.”

His words had an edge to them Peter hadn’t heard in quite some time, and he turned away with
shoulders hunched. It clearly wasn’t, but Otto obviously didn’t want to discuss it. Peter just
couldn’t leave it like that, however. Taking a risk which might backfire spectacularly, he
approached Otto with caution, reaching up to place a hand gently on the taller man’s shoulder.

“Hey,” he murmured, feeling the mass of muscle tense under his palm briefly before relaxing.
“You’re one of the good guys, even if they can’t all see it yet.”

“Thank you, Peter.” Otto tilted his head to look down at him, grimace softening.

“Still better than IKEA on a weekend, right?” Peter quipped, giving into the urge to squeeze the
other man’s shoulder in a way he hoped came across as friendly and supportive rather than weird,
his hand lingering to savor the heat of him a beat longer before he reluctantly withdrew it.

That got a laugh from Otto, rough as it was. “Let’s go home,” he sighed, the traces of a grin on his
lips.

Peter’s pulse quickened at the older man’s choice of ‘home’ to describe their destination, unable to
keep the smile from his face. After dusting the worst of the ash off themselves, they resumed their
journey—grimy, a bit singed, and not a little sore. Hopefully the couch would be worth all the
trouble.

Chapter End Notes

Full disclosure, I know very little about handling fires or fire fighting, so this is liable
to be full of mistakes for which I apologize.

Again, thanks so much for all the kudos and comments, they're very much
appreciated. Thanks so much for reading!
 Chapter 8
Chapter Summary

As the last panel slid back into place at the seam between the original and
reconstructed halves of the actuator, Peter realized he was holding his breath, and
made himself release it slowly.

Chapter Notes

Well, I can't fall asleep and I'm losin' my mind

'Cause it's half-past three and my brain's on fire
I've been countin' sheep but the sheep all died
And I'm tryin' too hard but I can't not try
Well, I can't fall asleep and I'm losin' my mind
'Cause it's half-past three and my brain's on fire (brain's on fire)
I've been countin' sheep but the sheep all died
And I'm not dead yet, so I guess I'll be alright

Don't you love it, don't you love it?

No, I ain't happy yet (happy yet)
But I'm way less sad
Don't you love it, don't you love it?
No, I ain't happy yet
But I'm way less sad
—AJR, Way Less Sad

See the end of the chapter for more notes

As the last panel slid back into place at the seam between the original and reconstructed halves of
the actuator, Peter realized he was holding his breath, and made himself release it slowly. There
had been several unsuccessful trials thus far; they kept running into issues integrating the efferent
and afferent signal pathways between the new and old hardware which apparently resulted in Flo
using some choice language that Otto had been unaware she knew, though of course Peter couldn’t
hear it. Both the tentacle and the man attached to it were growing more and more frustrated with
each failure. If this didn’t work, they might have to disassemble it entirely, which wasn’t ideal.

The trial and error process he and Otto had undertaken to find the right composition for the
titanium-vibranium alloy was arduous but ultimately successful; they’d managed to create a
substance that was strong, light, and able to take advantage of the force absorption properties of the
vibranium without imbuing the actuators with its weakness to sound waves. The tentacles would be
even more powerful and responsive than before, as well as require less energy so as to decrease the
toll they took on Otto, and moreover they’d be able to re-enforce the joints so that even at full
extension they’d be nearly indestructible. The one upside of so many failures was they now knew
what not to do when it came to refurbishing the other tentacles, but if they couldn’t get Flo
functional, it would defeat the whole purpose of the endeavor.
The big man’s brows were drawn up in concentration, gritting his teeth as the tentacle lifted off the
work bench. It held for a few seconds—longer than the previous times—and Peter let himself hope
they’d finally accomplished their goal. When nothing further happened, however, he grew
concerned. “Otto?”

A sudden ripple of motion traveled along the actuator from proximal to distal in almost seizure-like
jerky movements. The eye in the center of the claw blinked red a few times before holding a steady
white. It swiveled to look around itself, claws clicking open and closed, then hovered in front of
Otto. The scientist’s frown had softened into a grin, and he cradled the claw in his hands like it was
something precious, a beloved pet or child even.

Peter wasn’t privy to the communication between them, but the palpable affection in the way he
appraised the machine was almost too intimate to witness. The happy chitters of the other actuators
as they crowded around their newly risen sibling were adorable, however. When Otto released the
claw, it turned to look at Peter, approaching him in movements which were growing smoother the
more time passed.

He smiled at it in greeting. “Hey Flo.”

Flo gazed intently at him as if seeing him for the first time, which effectively she was. He reached
tentatively up towards her, and the actuator pushed itself into his hand, nuzzling his palm like a
kitten.

“She says thank you,” Otto intoned. “We’re both indebted to you.”

“You’re welcome,” Peter answered, smiling at the actuator, which blinked. “I’d say this calls for a
celebration,” he added, gaze turning to Otto.

“What did you have in mind?” Otto asked, intrigued, and Flo echoed it with a curious chirp.

Peter grinned. “Do you like milkshakes?”

******

He dragged Otto to the place he used to go with May, a small hole-in-the-wall old diner with the
best burgers and shakes in town, the deliciousness of its food inversely proportional to its level of
pretension. The booths there were deep and spacious with high walls separating them, those in the
back corner even more secluded and dim. Peter wasn’t oblivious to the way Otto kept his glasses
on most times he wasn’t in his workshop or the apartment, or the guarded way the man interacted
with others. He wanted him to be as comfortable as possible, so the setting fit well. In no way
could this be misconstrued as a date, he kept telling himself, trying to crush that ever-present
overly hopeful part of himself that insisted on entertaining such notions.

Their mid-afternoon arrival meant it was off peak hours for the establishment, so they were
practically the only patrons in the place, and had their section all to themselves. It wasn’t long
before a large, well-garnished burger sat in front of each of them along with a huge basket of chili
cheese fries in the middle of the table. Between the two of them, the grocery bills had the potential
to be considerable, though it was fortunately ameliorated by Otto, who had proved to be—in
addition to a surprisingly considerate roommate—a rather good cook. Today’s indulgence aside,
Peter couldn’t remember the last time he’d consistently eaten that well. The older man had also
begun to subtly replace some of Peter’s more dire cookware a piece or two at a time.

They’d made a decent dent in the pile of food by the time the server delivered their milkshakes.
Peter had elected for a chocolate shake with Oreos, Snickers, and gummy bears mixed in, while
Otto had gone for a simple strawberry and cream.

“I’m assuming you’ve had that monstrosity before?” Otto gestured good-naturedly to the tall glass
in front of Peter that was almost spilling over with all its extra ingredients, sipping at his own much
tamer drink.

Peter dug a spoon into his milkshake—the fact that it was more solid than liquid rendered a straw
useless but didn’t detract from the concoction’s tastiness, in his opinion. “I get the peanut butter
bacon milkshake with chocolate syrup sometimes too, but I was in the mood for this. Both are good
though.”

“I see.” Otto made a face that suggested he would not be sampling either option any time soon.

Peter laughed. “That’s the same reaction my aunt always had. She thought my milkshakes were
weird but then would order the veggie burger and put extra bacon on it. I made fun of her for it too,
but it’s what she liked,” Peter added fondly. “We used to come here all the time.”

“She clearly cared for you a lot,” Otto remarked.

Peter nodded slowly. “She pretty much raised me. My parents died when I was very young. I don’t
really have any memories of them, just vague impressions. May didn’t even have much experience
with kids, and then all of the sudden she got saddled with me.” He took another spoonful of his
milkshake. “I don’t think I was the easiest kid to parent even before the whole superhero thing.”

Otto raised an eyebrow. “You don’t strike me as the troublesome type.”

Peter shook his head ruefully. “I wasn’t super rebellious or anything, more like high energy and too
curious for my own good. I was always getting into things, taking stuff apart. I once dismantled
May’s brand new DVD player because I wanted to figure out how it worked.”

Otto snorted in amusement.

Peter couldn’t help but join him, chuckling as well. “She was upset of course, and we had a long
talk about respecting the property of others, but she never made me feel like I was a burden.
Instead she got me some electronics books and one of those old science kits with test tubes and
circuits and encouraged me to learn about it. She’d also find old VCRs and stuff at junk shops and
bring them home for me to play with. It got me interested in science. She was always doing stuff
like that. She was the best.” Peter took another bite of his milkshake, chewing thoughtfully before
swallowing it. “May freaked out when she found about—well, you know—but after she calmed
down a bit, she was really supportive. She thought what I was doing really made a difference,
helping people…” he trailed off, frowning. She tried to convince him it was all worth it with her
last breath, but Peter wasn’t so sure.

“She’d be proud of you,” Otto intoned, leaning toward Peter over the table to catch his gaze, dark
eyes full of warmth and empathy.

As nice as it was to hear it from someone else, Peter had trouble really believing it. “I’m not so
sure. I’ve messed up so much, made so many mistakes.” May might still be alive if he hadn’t made
the choices he did, or just been a little faster, fought the Goblin a little harder. He’d failed her when
she needed him the most.

Peter looked down and shifted in his chair, feeling his face burn. He was two seconds away from
crying into his half-eaten burger. Was he destined to keep making a fool of himself in front of this
man? A large, warm hand settled over his own which had been gripping the spoon too tightly, on
the verge of bending it in half. He looked up to see Otto frowning in concern.

“Everyone makes mistakes. It’s a fact of life, how we learn to get better. Whatever you’ve done,
I’m sure she’d understand that,” Otto argued, tone firm but compassionate at the same time.

“Easy for you to say. When was the last time you almost ended the multiverse?” Peter cracked,
trying desperately for levity to pull himself back together. He felt a palpable loss when Otto
withdrew his hand, and consciously made the effort to unclasp his fingers from the death grip they
had on the hapless flatware.

Otto raised a wry eyebrow. “Actually I’ve come closer to that than you’d think.”

“Really?” Peter asked, eyes widening despite himself.

Otto cleared his throat. “When I rebuilt my machine, it had enough tritium to create a fusion
reaction with a not insignificant probability of collapsing reality if it hadn’t been stopped. I was so
blind in my arrogance that I risked the lives of everyone on the planet because I was so sure I was
right. I’m sure your motivations were much less selfish.”

Peter made a mental note to ask him what tritium was later. He chuckled humorlessly. “Not really.
I was trying to get my friends and I into college.” He hadn’t provided that particular detail when
he’d told Otto the story the first time, and it sounded just as trite and pathetic as he’d feared.

Otto sat back, sighing. “If you're looking for judgment from me, Peter, you’re not going to get it.
I’ve done too many terrible things and caused such destruction on purpose—not by accident—for
that. I’m not even sure how many people I’ve killed, and I’ve undoubtedly injured and traumatized
countless more.”

“But that was because of the actuators,” Peter argued, brow furrowing.

Otto shook his head heavily, grimacing. “They may have clouded my reasoning, but they were only
half to blame. The part of me that wanted to hurt those people is still there, which means I could do
it again.” He looked away, his stare lost and distant, as if the wall of faded pictures and outdated
decor weren’t even present.

Peter took a moment to formulate his response, searching for the right words to express what he
wanted to say. “After the Goblin killed May, I wanted him dead, so badly. I—”

Otto’s gaze was drawn back to Peter when his voice cracked, and the latter swallowed heavily
before continuing. “I wanted to kill him myself. I came so close on the Statue of Liberty, I had him
beat. The only reason I didn’t was Peter-Two, your Peter. He stopped me, put himself between me
and the Goblin. If he hadn’t done it, I would’ve murdered the Goblin and become just like him,
which is what he wanted all along. He would’ve won.

“So what I’m trying to say is, I know what that’s like, to find out there’s a part of you capable of
something so wrong you never even imagined yourself doing it. But people aren’t all good or all
evil, we’re bits of both—some more of one than the other, I guess. I think the best we can do is try
to let the good parts lead us. So if you’re looking for judgment from me, you’re not gonna get it
either,” Peter finished, offering Otto what he hoped was a reassuring look.

Otto was silent for a moment in consideration. “I suppose we’re in agreement then,” he said
evenly, a soft smile playing about his lips.

“I guess so.” Peter grinned back, relieved.

The conversation lapsed into not uncomfortable silence for a few minutes as they finished their
meal, each occupied with their own thoughts. When it came to paying, however, the peaceful
accord was threatened by the age-old tradition of arguing over the bill.

“C’mon, it’s my treat,” Peter insisted; he’d meant for it to be something nice for Otto.

The older man wasn’t backing down, however. “Nonsense, it’s the least I could do in return for all
your help.”

The disagreement was interrupted by Peter’s phone buzzing. Fortunately, it turned out to be only an
email rather than some emergency he’d have to run off to. The contents, however, had Peter
gnawing at his lip. “My GED results are up.”

Otto looked at him in expectation. “Well?”

The website seemed to take a lifetime to load though he knew it was only a few seconds.

“I passed,” Peter grinned, sitting back in his seat and releasing the tension in his shoulders. He’d
been reasonably certain he would, but the confirmation was a relief nonetheless.

“Congratulations,” Otto smiled for a second before frowning unexpectedly. He tilted his head to
the side as if listening to something only he could hear for a moment, then grumbled, “Fine, fine,
I’ll tell him.” He sighed, rolling his eyes goodnaturedly. “The actuators insist on me passing along
that they wish to congratulate you as well.”

Peter laughed. “Thanks guys.” It might be miles away from the graduation that he’d hoped to share
with MJ and Ned, but he decided to appreciate it for what it was.

“What course of study do you plan to take?” Otto asked.

“Eventually I’d like to go into biomechanical engineering, but I figured I could get the
prerequisites and basic stuff out of the way,” he replied, mentally making a list of the classes he
intended on registering for. Peter wondered how many credits they’d let him take at a time. He
should probably go easier than he’d like to see how difficult it might be to balance with his other
duties, but he was excited to finally start getting somewhere.

“I’m sure you’d excel at whatever you pursue, but being biased toward science myself, I can’t wait
to see what you’ll bring to the field,” Otto offered.

“Thanks Otto,” Peter flushed at the praise. “Now will you let me pay?”

“Not a chance,” Otto declared, grinning broadly. “You’ll need the money for school.”

Peter relented in the face of this ironclad logic, grumbling in jest. “I’m getting the next one
though.”

After handing over more than enough cash to cover the bill, Otto excused himself to use the
restroom. Peter took the opportunity to submit the registration he’d had mostly filled out already;
he’d only been waiting on the results to complete it. He looked up when the server approached
their table once more.

“Did your father want a refill?” the waitress asked, motioning to the empty glass of water on Otto’s
side.

“No thanks, just the check if you don’t mind,” Peter replied, his polite smile a facade to hide that
 her choice of words bothered him. He supposed it was a reasonable assumption to make, given
their respective ages, but it stung nonetheless.

“Sure, honey.” The older woman set the slip of paper on the table, the scribbled, almost illegible
list as much a throwback as the rest of the place.

Peter laid the money Otto had given him atop their tab with a sigh. The stark reminder of their
differences in age and experience left a sour taste in his mouth that not even the sugar bomb dregs
of his milkshake could banish. He chastised himself that this was an overreaction, and besides,
Otto probably did think of him as just a kid; he really wished the man didn’t have to be insane to
find him attractive. Heavy footfalls heralded his companion’s return.

Otto smiled down at him. “Shall we?”

“Yeah, let’s go,” Peter affirmed, sliding out of the booth to join him. He allowed himself to
appreciate the heat and bulk of the man walking beside him, a looming, lumbering presence he
found strangely comforting. He should just be grateful for the man’s friendship and not ask for too
much. It didn’t stop him wishing for more, though.

Chapter End Notes

As always, comments and kudos are very much appreciated. Thanks for reading!
 Chapter 9
Chapter Summary

This time of the morning, Otto would ordinarily be headed for the informal Chinatown
job center dedicated to sourcing work for enhanced individuals. The one upside of a
universe full of super-powered beings was the gray labor market that had sprung up
around it; government regulation of such beings lagged far behind both the supply and
demand for their services. Otto’s basic identification gave him access to an array of
jobs that were well-suited to the skill sets he was able to provide proof for, mainly
picking heavy things up and putting them back down again.

Chapter Notes

What's gonna be left of the world if you're not in it?

What's gonna be left of the world, oh

Every minute and every hour

I miss you, I miss you, I miss you more
Every stumble and each misfire
I miss you, I miss you, I miss you more
-Bastille, Good Grief

See the end of the chapter for more notes

This time of the morning, Otto would ordinarily be headed for the informal Chinatown job center
dedicated to sourcing work for enhanced individuals. The one upside of a universe full of super-
powered beings was the gray labor market that had sprung up around it; government regulation of
such beings lagged far behind both the supply and demand for their services. He came across the
underground recruitment service when procuring scrap medical-grade titanium from a more than
slightly shady dealer he’d contacted online. He’d needed the actuators to transport the material, and
when the man had seen them, he’d recommended the site to Otto.

Otto’s basic identification gave him access to an array of jobs that were well-suited to the skill sets
he was able to provide proof for, mainly picking heavy things up and putting them back down
again. He’d gained the reputation of being able to handle multiple complex lifting tasks at once,
which he parlayed into a steady income. He even paid taxes on the portion of it his employers
admitted to, which was a balm to his conscience. Peter would be able to cover the next two
semesters in advance, and enroll in the healthcare offered by the school as well. Otto supposed he
could also apply for some sort of coverage but it likely wasn’t worth it considering he could hardly
roll up to a doctor’s office for any sort of treatment without a series of phone calls to authorities he
had no interest interacting with. All in all, though, his first foray into a legitimate occupation in this
universe had worked out quite a bit better than he had any reason to expect.

That was what he’d intended on doing this morning anyway, before he realized what day it was.
The passage of time here seemed so disconnected from his former life that the date had almost
snuck up on him.

The red brick of his destination’s exterior was scarred and pitted, the glass of the windows dirty,
broken, or simply gone, and the interior gutted; a crumbling, pitiful carcass of the building that had
been his home for fifteen years in another world. It had been set on fire while in redevelopment
limbo, as far as Otto could tell, and remained abandoned, rotting in place. He’d found it within the
first few days of his arrival in this world, when he was vainly searching for any trace of his
existence. The doors were padlocked but hindered him little, the chains broken with one bite of
Flo’s claw. Perhaps he shouldn’t be here, but it was the closest he could get to being near Rosie in
this world. The one thing he regretted about staying here was not being able to visit her one last
time.

Today would’ve been their wedding anniversary.

His mind overlaid his memories onto the woeful remains of the building which had been so
familiar to him as he trudged through trash and other refuse even less advisable to examine further
which littered the floor—the herb garden Rosie planted in the wide windowsill adjacent to the
kitchen, the set of built-in shelves he’d constructed for her sizable book collection in the sitting
room, the loft which had housed their bedroom which was gone entirely, rust and the rotted ends of
broken beams the only indication it may have once existed.

He climbed the precarious, decrepit stairs to what would’ve been his lab, the site of his own
personal apocalypse. It was empty, of course, but in his mind’s eye, he could see the warped arms
of his machine, the miniature sun at its center. He turned to the corner of the room; in place of the
pile of rotting scrap wood, he saw shattered glass, a pool of blood widening around a body with
arms outstretched toward him in desperation.

Otto slumped, dropping to sit on one of the low window ledges. He missed her smell, her voice,
everything about her so goddamn much. He estimated the accident might’ve only been a few
months past in real time, but it felt like several lifetimes ago. Otto didn’t even have anything left to
remember her by. His wedding ring was lost right after the accident—removed just prior to the
demonstration for safety reasons, it likely became just another piece of shrapnel littering the crime
scene that his life’s work had made of his home. He’d had no photos or video—nothing to prove
she ever existed. He was terrified of forgetting her face. He hadn’t even been to the funeral. The
actuators had shielded him from far too much, or he had let them do it.

Anxious, his children prodded gently at his consciousness. Father, we can help. We remember
her.

He turned to Mo quizzically. “What do you mean?”

The actuator blinked at him, humming. Mother. We remember her.

As one, they carefully pushed the images to the forefront of his mind. The four viewpoints were
not as well-integrated in his own mind as they were now, as it seemed to be from early on in their
programming—before their thoughts and personalities had developed much and also prior to the
more extensive upgrades he’d made to their scanning systems. The footage’s field of view was
disorienting for a moment, higher up with the arms hovering over his shoulders, leaving Otto
looking down at himself without his own perspective supplementing it.

His breath caught in his throat. It was Rosie, her back turned to him as she was preoccupied
straightening up a pile of messy papers on his desk. Otto watched himself approach her, smiling
mischievously as he directed Flo to grab her gently about the waist and hoist her a few feet off the
ground observed by the other three.
Immediately, she shrieked, “Otto! Put me down right this minute— ”

Both his current and past self found her indignation adorable; he sensed a grin on his own face
matching that of his counterpart as he spun her around to face him then did as she asked, setting her
back down carefully.

She smacked him on the chest lightly when he pulled her into an embrace. “Otto Gunther Octavius,
if you ever do that again I swear to God—”

“I’m sorry, my love.” The shade of his former self laughed as he kissed her, the feed going dead
when he deactivated the harness.

Otto didn’t realize he was crying until he absently wiped the tears tracking down his cheeks with
the back of his hand. His children wailed in distress that they’d done the wrong thing in upsetting
him.

“No, thank you for this,” he murmured, trying to placate them.

They crowded around him, clicking in alarm. We made you more sad!

Otto frowned, casting about for how to explain catharsis to them. “It hurts, yes, but I thought I’d
lost everything of her,” he explained. “When someone we love dies, forgetting them is like losing
them all over again. Remembering someone you lost, even if it’s painful, is honoring them, in a
way.”

They were quiet for a moment, absorbed in attempting to process the information.

Otto cleared his throat. “Do you have any more?”

Reluctantly, they offered another memory. There was no audio attached to it, its origin even earlier
in their creation. He was sitting at his desk, Rosie perched on it beside him.

Otto remembered that night. She’d been watching him try to pick up the cup of tea she’d brought
him with one of the arms and hand it to himself for hours, long after his employees had gone home.
After the promise of the initial test runs, Otto had been confounded by the complexity of operating
the completed rig, finding even the simplest of tasks maddeningly difficult. He was still unused to
the pain of the harness itself. Additionally, having to retrain his brain to accept the additional
sensory and motor output was even more arduous than he’d expected; moreover, they’d been
forced to make significant adjustments to both the mechanics and programming on the fly, negating
a depressing amount of the little progress he made each day.

As the evening progressed, Otto had gotten increasingly discouraged and angry with himself,
despite Rosie’s support. Much of the success of the project hinged on him being able to perform far
more intricate motions than the one he was failing at spectacularly. The prospect of missed
deadlines and lost funding loomed over him, and the deal he’d reluctantly made with the younger
Osborn was on the verge of falling apart. After countless attempts, close to giving up and smashing
the cup and saucer on the ground in resigned fury, he finally managed it, the tea having long gone
cold.

Such a small accomplishment for how much effort it took.

Otto watched himself collapse with the exertion, his wife cradling him to her breast as he clung to
her in exhausted relief. He reached out to touch Rosie’s face as if she were more than a pale
shadow conjured by the machines he shared his mind and body with, smiling through the tears he
knew still tracked down his cheeks.
********

Some hours later, Otto found himself in front of another familiar building, in much better condition
than the home that was never his had been. The place of worship looked almost identical to what
he recalled from his world, perhaps the stained glass of its windows faded a little more, or the
stone walls a touch more worn. Otto lingered behind the crowd streaming through the door,
shuffling in at the last moment. He accepted a kippah from an usher out of habit but did not, for
obvious reasons, check his coat. He could feel the actuators’ curiosity as they took a seat in an
otherwise empty row at the back. The green nap of the bench seats was a shade darker than what
he remembered, but otherwise the synagogue looked much the same.

Funny that he’d be drawn here rather than a church, but his own faith hadn’t been all that strong to
begin with. His mother’s empty piety and his father’s perpetual sinning hadn’t managed much of
an imprint except to make him agnostic by middle school then atheist by the time he was in
college. He realized he was queer in his early teens, and with the revelation had come further
disillusionment. Otto refused to accept that he was inherently, irredeemably evil because he wanted
to kiss boys as well as girls while his father could beat him and his mother black and blue without
any consequences as long as he apologized to an old man in robes on the odd Sunday he wasn’t
already too drunk to make it to church. Science only reinforced it, offering a different way of
looking at the world. He respected Rosie’s beliefs, however, and regularly went to services with
her when he wasn’t too busy.

Picking up a prayer book from the wooden pocket of the pew in front of him, Otto opened it to the
indicated pages. He didn't understand the words, but their sounds were familiar, and he could
follow along with the phonetic transcription below the Hebrew. Rising and sitting through the
service with the rest of the congregation when bidden, he remained standing when it came time for
the mourner’s kaddish, head bowed like the rest. He mouthed her name when he couldn’t make his
voice say it aloud.

The last line of the prayer echoed in his head during the moment of silence following it:

They live on earth still through the acts of goodness they performed and in the hearts of those who
keep their memories.

As he sat back down in the pew, he could feel the beginnings of comprehension in the thoughts of
his creations. His attention drifted from the prayer book in his hands, lost in recollection both
painful and comforting.

Otto found himself still seated after the conclusion of the service. He should move, he had no
intention of joining the rest of the supplicants for the wine blessing he knew followed it. Just as he
stood and gathered himself to leave, he sensed someone approaching. He tried not to tense as he
turned toward the newcomer.

“Hello.” The short, bespectacled man with a kind, open demeanor and a salt-and pepper beard
dressed in robes and a prayer shawl who’d lead part of the service stood nearby, hand outstretched
toward Otto in greeting. “I’m Rabbi Davison.”

Otto shook the rabbi’s hand, managing to reply through his discomfort. “Otto.”

Davison smiled. “Nice to meet you, Otto. Have you been with us before?” There was no accusation
in his tone, merely friendly curiosity.

“No, I just moved here,” Otto returned. Something in him felt the need to explain his trespass here,
perhaps latent Catholic guilt provoking the confession. “I’m not Jewish, but my wife was. She—I
lost her recently and—“ his throat went dry, putting a merciful end to his rambling.

“I’m so sorry. I can’t imagine how difficult this must be for you,” the rabbi offered in sympathy.

Otto looked away, struggling to bear the sentiment and still hold himself together.

The other man was silent for a beat. “I’ve never believed the term ‘moving on,’ but maybe it gets
easier in time to carry them with us. Because they’ll always be with us in one way or another.”

Simple, empathetic and not trite or crassly proselytizing, the words nevertheless felt like a punch to
the chest.

“I’m sorry, I must be going,” he stammered.

The rabbi merely nodded in understanding. “I hope you’ll visit us again. You’ll always be welcome
here, Otto.”

“Thank you,” he murmured, ducking his head as he made his escape, avoiding the crowd as he
sought the nearest exit.

Otto wandered back to the apartment in a fugue state. Night had fallen without him noticing. When
he reached the apartment, the light and noise reaching him through the door indicated that Peter
must be home. He unlocked it and went in, then was met immediately by the unmistakable smells
of cooking tomato and garlic.

Peter stood in front of the stove, face screwed up in concentration, but looked up at Otto’s
entrance. His young friend could be a disaster in the kitchen, but earned points for enthusiasm, at
the very least. On this occasion, he appeared to have somehow used most of the pots and pans in
the apartment to prepare the meal. The rumbling of his stomach reminded Otto that he hadn’t eaten
at all today.

“I made spaghetti—Otto, what’s wrong?” Peter’s eager smile fell, replaced by concern.

Otto felt better—less lost at least—than he had this morning, but his expression must’ve betrayed
lingering turmoil and grief. “Today would have been my anniversary.”

Peter bit his lip, anxious. “I’m sorry, I didn’t know.”

Otto shook his head. “It’s ok.” He shrugged off his coat, hanging it up on the hook next to Peter’s
bag. He stood there awkwardly for a moment—too long—the weight of the day’s events hitting
him all at once, then suddenly felt a presence at his side.

Peter was hugging him. He couldn’t remember the last time anyone had done so. Overcoming his
surprise, he turned into the embrace, letting himself reciprocate it. The boy was slight in his grip—
the top of his head barely reaching Otto’s chin—but not frail in the least, as strong as anyone he’d
ever met. His hands could almost wrap around the younger man’s slender waist, but the cords of
muscle fitted to his palms, flexing under his fingers concealed a fierce power, and the arms slung
about his torso were more secure than they had any right being.

He held on longer than he really should—taking advantage of Peter’s simple kindness—and hoped
the boy couldn’t see the neediness in it for what it was. It’d been so long since anyone offered him
comfort this way, and was certainly the most prolonged non-violent physical contact he’d
experienced since the accident. Gradually, they separated, and Otto pulled back with a suppressed
shudder at the loss of the younger man’s compact form against him.
 He sat down opposite Peter in what had become ‘his’ chair with a sigh.

Peter laid the bowl of pasta he’d prepared down on the already set table and joined him, appraising
Otto with uncertain but gentle curiosity. “What was she like? If you don’t mind me asking.”

“Rosie? She was brilliant, and beautiful. She could light up a room with just a smile,” Otto replied,
wiping the stubborn traces of moisture from his eyes. He managed a soft grin, trying to convey the
gratitude he felt as he met Peter’s bright gaze. “She would’ve liked you. She saw the best in people
too.”

Chapter End Notes

I do realize it's been a bit of an angsty slow burn since the first few chapters, so I do
appreciate your patience with this story. Thanks so much for all the comments and
kudos as always!
 Chapter 10
Chapter Summary

Peter sighed, trying not to fidget too much so as not to set off the security system
guarding Happy’s apartment. He was tucked into a corner—the only blind spot in it
he’d found—after sneaking in through an open skylight.

Chapter Notes

Ooh, a storm is threatening

My very life today
If I don't get some shelter
Ooh yeah I'm gonna fade away

Ooh, see the fire is sweepin'

Our streets today
Burns like a red coal carpet
Mad bull lost its way

War, children
It's just a shot away
It's just a shot away
War, children
It's just a shot away
It's just a shot away
~The Rolling Stones, Gimme Shelter

See the end of the chapter for more notes

Peter sighed, trying not to fidget too much so as not to set off the security system guarding Happy’s
apartment. He was tucked into a corner—the only blind spot in it he’d found—after sneaking in
through an open skylight. It had taken a while to find him; Happy’s cell number went straight to a
full voicemail box every time Peter tried to call, and—probably by necessity—he’d moved out of
the condo that had been wrecked and not yet rebuilt. Neither had he shown up at Stark Tower or
any public events recently. Peter finally stole his forwarding address from the post office.

Peter felt awkward as hell hanging out in the empty apartment like a weirdo, but now that he was
here, all he could do was wait for its occupant to return. After an interminable period of time
during which Peter was able to overthink about what he’d say to Happy, rehashing it so many
times in his head he no longer felt certain about any of it, he heard someone approaching. The
footsteps stopped outside the door, keys jingled for a moment before it clicked open.

Peter waited until Happy stepped inside and deactivated the alarm system before speaking up. “Mr.
Hogan?”

A high eep emitted from the burly figure, who pivoted toward Peter, brandishing an umbrella of all
things.

Peter put his hands up, anchored by his feet still stuck to the wall behind him, wincing behind his
mask. “Sorry, I didn’t mean to startle you!”

Happy stumbled back, reaching out blindly to flip on the entire bank of light switches set into the
wall next to him. The sudden brightness filling the apartment had them both blinking helplessly for
a few seconds. Happy looked much the same as he’d been when Peter had last seen him a few
months ago. He’d kept the goatee, and was dressed casually in a polo and khakis.

“Jesus fucking Christ, kid, what the hell are you doing creeping around in my apartment?” Happy
exclaimed, lowering the badly improvised weapon when he realized the identity of his would-be
assailant.

Peter flushed, stammering, “I’m sorry, I wasn’t—I mean, I didn’t know how else to get ahold of
you. You know there’s a surveillance car parked outside?”

Happy sighed, setting the umbrella back down next to the door. “Yeah, I know. Gift from the fine
people at Damage Control as a part of my plea deal. Technically, I’m not even supposed to be
talking to you.”

“Oh,” Peter replied, trying not to be hurt by the remark.

“Fuck those guys though,” he declared with a conspiratorial grin. “C’mon Spidey, you’re weirding
me out hanging in the corner like that. Might as well get down here.”

Peter dropped to the floor, following Happy to the kitchen. The older man retrieved a bottle of
brown, murky liquid from the fridge. “Want anything? I’ve got water, or some kombucha?” he
asked, offering it to Peter.

“No, thanks,” Peter declined politely.

He unscrewed the cap, took a swig, and made a face of disgust. “Yeah I don’t blame you. This stuff
tastes like mint-flavored motor oil. I only drink it because my cardiologist twisted my arm. So,
what’s up?”

“Someone’s been stealing Stark tech, including a big shipment of vibranium. I-uh-wasn’t able to
recover it, but I did find this.” Peter pulled a stack of papers from his pocket and handed it to
Happy; the crate in question’s packing slip—which hadn’t matched the actual items inside in any
way—as well as the dates and contents of the rest of the containers Otto had acquired along with
the signal patterns he’d been using to track the thieves. He hoped Happy would be too distracted by
the information to ask exactly what happened to the stockpile of precious metal now lending Otto’s
actuators a bright, silvery sheen.

Happy frowned, flipping through the pages. “Those sons-of-bitches,” he swore, shaking his head.
“I knew it. I told them it was a problem.”

“What was a problem?” Peter asked curiously.

“Before that whole mess last summer, I was tracking a security threat, this group trying to create
superpowered mercenaries, like Avengers available to the highest bidder.” Happy set the packet of
papers down on the counter, taking another reluctant sip of kombucha. “They were after Super
Soldier serum but other stuff as well, particularly some of the Chitauri tech we were working on.
The feds were trying to tell me it was nothing even before I got shut out,” he groused.
Peter frowned, looking down at the pile of papers. “But we took down the Vulture and his gang.
Isn’t Toomes still in jail?”

Happy shook his head in disgust. “These guys were different—old school, mob-connected.
They’ve had years of experience infiltrating government institutions. I'd bet anything they’ve got
people in that damn department that are responsible for this. Collaborate on security my ass, it’s
bullshit.”

That would complicate matters. “What’s next?”

“Keep gathering info if you can. We’ve got to figure this out.” Happy sighed, frustrated. “I’ve been
out of the loop for months, but I’ll pass along a message to Pepper. They’re monitoring her phone
calls too, but the bastards can’t stop me from seeing my goddaughter.” The last was said with a
look of fierce determination.

Peter knew how loyal Happy had been to Tony, how much he cared for the whole Stark family,
and felt a pang of loss and guilt. Shaking it off, he nodded. “Ok, I’m on it. How do I reach you?”

Happy took a post-it note from the kitchen counter, scribbled a series of digits on it, then handed it
to Peter. “Here's the number to my burner phone. I’ll text you if I have to change it.”

“Thanks, Mr. Hogan. Be seeing you,” Peter leapt up to the ceiling to exit the way he’d come in.

“Hey kid,” the older man called out just as he was about to duck back through the skylight.

“Yeah?” Peter turned around.

Happy stared at him for a long moment, as if desperately searching for the vestiges of a memory
just out of reach, and part of Peter let himself hope for the impossibility that the man who might’ve
become his uncle may against all probability remember him as Peter, not just the anonymous
superhero he’d collaborated with before. At last Happy shook his head. “Take care of yourself,
okay?”

Peter swallowed his disappointment, trying to appreciate the sentiment for what it was. “You too,”
he replied, slipping out of the window into the night.

******

Tracking device gone, supplies lost, and a hole in his side which shouldn’t be there.

That could’ve gone better.

Peter gasped through gritted teeth, releasing a webline then launching another with the same wrist,
his other hand pressed to the wide gash between his ribs. He lost height and speed with each pass,
but he had little choice; he’d already tried to close it with webbing but on every swing it had
reopened.

He berated himself for his carelessness, he should’ve known it was too easy. The mob outfit
responsible for the thefts had finally gotten wise to the signal that had been betraying their
activities to Otto and set a trap that Peter walked right into.

The thugs with guns weren’t a problem. Even the energy fields that had activated when he entered
were similar enough to the alien technology he’d come across before to not pose much of an
obstacle. The mutant covered in razor-sharp spikes who had ambushed him after the first two
hurdles was another story, however. The man was strong and fast, but moreover, each parry and
counter Peter attempted felt like hitting a wood chipper. Additionally, the spikes turned out to be
sharp enough that webbing didn’t hold him back for more than a few swipes through it. The
countless cuts on Peter’s arms and legs stung but were nothing compared to the stab wound he’d
received at his opponent’s hand. Completely unhinged, the man had laughed as he twisted the
jagged edge of the large spike into his side, tearing at his flesh both on the initial insult and then
even more when it was withdrawn with savage glee. The bone weapon had actually come out of
the other guy’s body—disgusting didn’t even begin to describe it adequately.

Battling pain and exhaustion, he propelled himself onward. Upon finally reaching his apartment
building, realized at the last minute he’d misjudged his speed. Hitting the wall with more
momentum than he’d intended, he ricocheted off and fell for a brief terrifying moment before
catching himself on the old brickface. He was barely able to scramble back up to the window with
only three usable limbs, hauling himself through it and landing on the floor of his bedroom with a
crash.

“Otto?” he called out hopefully, but received no reply.

The apartment was dark with no sign of his roommate. Now that he thought about it, the older man
had texted him to let him know he’d be working later than usual. Peter was on his own, at least for
the time being. If he’d managed to think ahead, he could’ve called him for help, but now that he
was here he focused on not dying immediately. He was starting to feel light-headed from the blood
loss as he dragged himself to his feet. Peter stripped off the suit as fast as the excruciating pain
allowed, tossing it on the floor. He’ll have to repair it later as well as add it to the pile of laundry
he’d meant to do that morning. Maybe he should just dig out his old one to use in the meantime.
Grabbing fresh clothes, he limped from his bedroom to the shower in hitched breaths.

Turning it on full blast, he cried out through clenched teeth at the burning pain in his side as the
water irrigated the wound. After a few minutes, he shut the water off, drying himself as best he
could as he hobbled out of the shower. He barely managed to pull on a new pair of boxer shorts
while holding pressure on the site with a soon-to-be-ruined bath towel.

If he was going to be found dead on the floor of his own bathroom, at least he’d be saved the
indignity of being completely naked.

Peter retrieved the first aid kit he kept in the bottom cabinet then warily hauled himself up to perch
on the sink in order to use the mirror to aid in attempting to close the wound. He pulled up the
medical guide video he’d used in the past to such ends on his phone, propping it up against the
faucet; it had served him well before, but none of his prior injuries were this bad. Shivering, he
tried injecting some numbing medicine around the wound but it didn’t seem to do much.

He took a few deep breaths to prepare himself, then, looking in the mirror, started trying to suture it
back together. If he could just get it closed, his healing factor should be able to handle the rest.

Unfortunately, it became harder to grip the curved needle with each pass, his fingers growing more
clumsy and slippery with blood. He didn’t think the blade had hit anything too vital, but the longer
he persisted, the more apparent it became that the awkward angle would make it impossible to sew
it up himself. He was growing increasingly lightheaded, and his vision started graying out at the
edges, which hardly improved his coordination. Feeling himself begin to sway in place—on the
verge of passing out—he paused, pressing the towel into his flank to stem the blood and gripping
the edge of the sink with one hand in an effort to keep himself upright.

Heavy footfalls mercifully heralded Otto’s arrival home. The front door opened and closed, then
came a thump from something dropping onto the kitchen table.
“Peter?” The older man’s baritone called out in inquiry.

“I’m here,” he responded as loudly as he could manage, which wasn’t terribly at the moment, but
the man heard him nonetheless, judging by his approach.

Otto opened the door cautiously, expression changing from concern to horror as he took in the sight
of Peter trying not to bleed out all over the bathroom sink. “Oh god, Peter, what the hell
happened?”

“Some weirdo pulled a bone knife out of his own body and stabbed me with it,” he answered,
blinking away the black spots which had begun to float in front of his eyes.

Otto gave him a look implying he thought Peter was delirious already.

“No, really,” Peter insisted. “They kept coming out of his back and everything. It was one of the
grossest things I’ve ever seen.”

Otto leaned into the small room, craning around Peter to assess the damage.

Peter turned toward him as much as he was able, lifting the makeshift pressure dressing off just
long enough for Otto to get a good look at it. “I washed it out already, but it keeps bleeding. I can’t
reach it to stitch it up.”

Otto’s frown grew more grave. “We should get you to a hospital.”

Peter shook his head. “Can’t risk it, they’ll ask too many questions. Can you do it?”

Otto pursed his lips, brow furrowing. “I’m not that kind of doctor, Peter.”

“Please try?” Peter entreated.

Otto glanced away, noticing for the first time the video he was using to guide his treatment efforts
open on the phone propped up on the sink. “This was your plan? Stitch yourself up in the bathroom
using a goddamn DIY tutorial? Is this even real medical equipment or just a Fisher Price set?” he
huffed in sardonic exasperation.

Peter couldn’t help himself, breaking out in pained giggles which made Otto even more cross at
him. He couldn’t explain why he was laughing, and judging by the thunderous expression on
Otto’s face, it was probably for the best that he was in too much pain to add something about
microwaved burritos as the older man wouldn’t even remember the reference.

Otto shuffled further into the room past Peter with a growl, by necessity ending up almost pressed
against him in order to squeeze both of them into the tiny space. Peter leaned back against one of
the actuators that had snaked behind him for support, feeling more fatigued than even a few
minutes ago. Otto had come home just in time.

Grumbling, Otto opened another vial of local anesthetic, injecting it around the site much more
effectively than Peter had managed, which took the sharpest edge of the pain off. He examined the
injury again for a moment, then sorted through the limited medical supplies Peter had on hand.
Selecting another pack of suture, he went to work, deploying the smaller inner claws of Mo and Flo
to pick up the ragged edges of Peter’s wound and pass the tiny needle through to pull them
together.

Peter’s attention was split between Otto’s grimly determined expression and watching the two
upper actuators maneuver—their ability to perform such precise motions was fascinating, closing
 the injury in intricate layers Peter would never have been able to accomplish on his own.

“This isn’t the first time you’ve done this, is it?” Peter asked, curious.

“We don’t like hospitals,” Otto replied shortly.

“You’re really good at it though,” Peter remarked. He’d noticed the older man tended to slip into
collective pronouns when stressed sometimes. “Considering a career change?” He quipped, trying
to make light of the situation. Otto was having none of it, however, glancing away from the wound
long enough to throw Peter a glare.

“No, since it would only encourage your recklessness and lack of self preservation,” he snapped
back.

Peter bit down the reply that Otto himself seemed downright negligent when it came to his own
safety. The man still eschewed actual protective gear in favor of a coat and a pair of sunglasses as
he’d done when he’d first come after Peter on the bridge. He often seemed to forget that the bits of
him which weren’t metal were as vulnerable as any other human.

Finally, the puncture wound was closed, the edges of it better approximated by the actuators than
Peter would’ve expected. Otto spread antibiotic gel over the sewn up incision then taped fresh
gauze to his side. Peter made himself swallow a few extra strength Tylenol for whatever they were
worth, then Otto helped him down from the sink, throwing the towel they’d ruined to stem the
flow of blood in the trash with more force than necessary.

Peter limped to his room with most of his weight leaning on Otto, his arm slung over the bigger
man’s shoulders and propped up by an actuator around his waist. It was actually a good thing he
was in too much pain to react to the situation. He was forced to brace himself on Otto just to get his
sweatpants on, and the older man had to do most of the work of slipping a tee shirt over his head,
as he was barely able to lift his left arm out of pain. Furthermore, Peter would’ve just collapsed
into the bed without the tentacle wrapped carefully around him, lowering him gently the rest of the
way.

“Thanks Otto,” he sighed, shifting gingerly on the bed, trying to get comfortable despite the ache in
his side, dulled but still present.

“If this doesn’t work, I’m dragging you to the hospital myself, got it?” Otto grumbled, though his
gaze had softened from before as he looked down at Peter.

“Okay,” Peter conceded, too exhausted to argue further. Without thinking about it, his hand
reached out to brush the older man’s cheek. Fortunately he found himself slipping into the sweet
oblivion of sleep before he had the chance to actually accomplish it, thus saving himself from
further embarrassment.

Chapter End Notes

As ever, I very much appreciate all the comments and kudos.

 Chapter 11
Chapter Summary

Otto had thankfully been able to control his reaction to Peter’s barely dressed form for
the length of time it took to patch him up and settle him in his bed. Wracked by
arousal uncomfortably mixed with fear and anger, he fled to the bathroom, using the
need to clean up as an excuse.

Chapter Notes

Sometimes I wonder if I should be medicated

If I would feel better just slightly sedated
A feeling comes so fast and I cannot control it
I'm on fire, but I'm trying not to show it

Is this how it is?

Is this how it's always been?
To exist in the face of suffering and death
And somehow still keep singing
Oh like Christ up on a cross
Who died for us? Who died for what?
Oh, don't you wanna call it off?
But there's nothing else that I know how to do
But to open up my arms and give it all to you
~Florence and the Machine, Free

See the end of the chapter for more notes

Otto had thankfully been able to control his reaction to Peter’s barely dressed form for the length of
time it took to patch him up and settle him in his bed. Wracked by arousal uncomfortably mixed
with fear and anger, he fled to the bathroom, using the need to clean up as an excuse.

He tried to corral his traitorous libido by thoroughly wiping up the bloody sink and floor, having to
throw out the bath rug in the process. However, not even the sight of Peter’s blood—so much of it
—was able to extinguish the treasonous desire in his belly warring with unease. He’d known the
boy was beautiful—he had eyes, after all—but the image of him looking up at Otto with that
intoxicating mixture of vulnerability and strength, so trusting, made him harder than he’d been in
recent memory. When he’d been helping him dress, Otto had to stop himself from letting his hands
wander up the curve of his spine, down the lean, toned muscle and unblemished skin of his chest
and abdomen.

There was something deeply wrong with his response to the situation, but he hadn’t wanted anyone
this badly in so long. Finally, as a last resort, he stripped off his clothes and stepped into the
shower, actuators compact and tucked around him, turning on the water as cold as he could stand
it. He had to duck under the shower head every time as it was a few inches too short for him to
comfortably use. The water cascading down his back felt like icicles driving into his sensitive
scarred skin; despite it, his stubborn erection persisted even though he’d started to shiver.

With a frustrated growl, he turned the water to a warmer temperature and gave into the urge to
touch himself, working his cock in rough, quick strokes. He wanted to worship every inch of the
boy’s gorgeous body, watch him fall apart under his touch, imagining the sounds to he’d make
when he came—

Otto’s release was embarrassing in its rapidity and intensity. He bit his lip to hold in the moan
threatening to spill from his lips, coming hard enough to sag against the wall, having to brace
himself with the hand not wrapped around his dick even as he painted the blue tile in thick ropes of
white.

It took him a minute or two to recover and catch his breath. The actuators seemed a bit stunned by
the sensory input but he could sense their enjoyment of it as well. He shifted to allow the spray to
rinse the shameful evidence of his lust down the drain as he scrubbed himself clean in perfunctory
motions. Afterwards, he shut the shower off but stood in the stall as the water on his skin began to
cool, self-loathing and revulsion overtaking the fading echoes of pleasure.

Peter could’ve died.

How did Otto repay Peter’s trust and generosity in his time of need? By making him the subject of
his own twisted, debased desires. The boy would be horrified if he knew what Otto thought of him.
He slammed his fist into the wall, in both self-flagellation and to ground himself in the maelstrom
of conflicting thoughts and emotions roiling inside him.

Disgusting, perverted old man, taking advantage of him when he was wounded and in pain.

He’d never have been so willingly unclothed in Otto’s presence or allowed that much physical
contact otherwise.

“Otto?” Peter’s voice was weaker than normal but still audible through the thin bathroom door.

The last thing Peter needed was for Otto to make holes in his walls because he was displaying all
the self control of an adolescent with his first crush. God, he hoped the boy hadn’t actually heard
anything.

“I’m fine, go back to sleep,” he called out in reassurance, clearing the roughness from his throat.
Peter didn’t answer, which hopefully indicated he had indeed done so. Otto stepped out of the
shower, grabbing his towels off the rack to dry himself.

At first, he avoided his own reflection, as he tended to do unless shaving, but forced himself to
look as a pointed reminder of just how ludicrous the idea of anyone—especially Peter—wanting
him like this was. A scarred, hulking mass of metal and flesh worthy of something from an H.R.
Giger nightmare stared back at him. He was a monster even now when fully in control of himself,
and would always be such. The actuators looked at him in the mirror, hovering closer as if to
comfort him, but he shrugged them off, undeserving of it.

If he were twenty years younger, fifty pounds lighter, and not a deformed freak perhaps—he was
kidding himself. Peter would’ve been out of Otto’s league even at his best, which was beside the
point. He destroyed everything he touched, and had proved unworthy of even the idea of happiness.
This sort of self-indulgence was unacceptable. Otto was here to help Peter, make amends, undergo
the mourning he hadn’t permitted himself to do before, and focus on the penance he would never
realistically achieve. He would bury it, he resolved, turning away from the mirror in resignation.
*****

Peter drifted in and out of consciousness several times before he managed to remain that way for
more than a few minutes. From looking out the window, he could tell it was already dark out.
Bleary-eyed, he picked up his phone from where it lay on the bedside table, scrolling through the
long list of notifications on it. Fortunately, it seemed he hadn’t missed anything too important. It
was also fully charged; Otto must’ve plugged it in as he didn’t remember doing it last night. He’d
slept over eighteen hours in total, having been woken up a few times in that span by Otto to take
more meds and make attempts to eat.

Reluctantly, he dragged himself out of bed. His entire left side ached, but it was an improvement
from last night. After a few minutes of digging, he found his spare suit crumpled at the bottom of
his closet and in pained, protracted motions managed to pull it on over his tee shirt and boxers. He
was unable to locate the mask that belonged to it, however. The one he’d been wearing last night
wasn’t anywhere in his room either.

Curious.

He called out to the living room, "Otto, have you seen my mask?”

“It’s on the table,” Otto replied.

How it could’ve gotten there he could only speculate, as he didn’t remember leaving it out like that.
Peter limped out of his bedroom, moving much more slowly than he’d like, but at least he didn’t
need help, unlike last night.

Otto was seated on the couch in sweats and a short-sleeved shirt, apparently watching something
on the tv though the volume was rather low. He looked aghast when he caught sight of Peter in
costume. “You’re not thinking of going on patrol, are you?” he inquired, incredulous.

“Yeah, why?” Peter responded, doing his best to walk normally across the room, though he
suspected it wasn’t terribly convincing.

Otto frowned. "You're exhausted. And you'll pull your stitches."

"I'm fine.” Peter tried to wave off his concern, picking up his mask from where it lay on the table.

A tentacle, Larry by the looks of it, snatched it out of his hand, holding it over his head just out of
reach. Peter rolled his eyes at Otto. "Really, Doc?”

He tried to hop up to get it and immediately regretted the decision when the resulting sharp pain
between his ribs felt like being stabbed all over again. He was unable to hold in an agonized groan.

Otto sighed heavily. Another actuator gently grasped Peter about the waist—careful to avoid his
injury—and lifted him over to the couch to stand in front of Otto like he was an errant puppy. Even
with the pain he was in, Peter had to suppress a moan at the sensation of the warm metal’s grip
around him.

The older man leveled an impressive glare at him. “Let me see.”

“I’m fine!” he reiterated.

“ Peter…”

The low growl spurred his compliance more than anything else had, reminiscent as it was of the
way the man sounded in the throes of orgasm. Fortunately, getting back out of the suit was easier
than putting it on had been, though it did leave Peter standing self-consciously before the older
man in his boxers and tee shirt.

He pulled his shirt up for Otto to peel off the dressing, inspecting the site with a frown. “It doesn’t
look infected, and you haven’t managed to reopen it, despite your best efforts,” he grumbled. His
eyes met Peter’s, dark and intense. “The city can do without you for one night. And if there’s
anything catastrophic happening I’ll handle it.”

“I should be out there,” Peter argued, letting his shirt fall back down over the wound.

“Sit down, unless you want me to make you,” Otto commanded, neither expression nor tone
allowing for any dissent.

Peter flushed and relented. Just the threat of Otto restraining him gave him feelings he couldn’t
afford to have in the other man’s presence, and he dared not think how he’d react if he’d actually
follow through on it. He sat meekly beside the large man on the sofa, slouching back into the plush
cushions, though he thought it wasn’t very fair of Otto to be mad at him for being stabbed—he
hadn't exactly requested it to happen.

Otto had the tendency to manspread (for reasons Peter knew all too well and tried his best not to
think about when sitting right next to him) and even with the upgraded couch, the limited space
meant that Peter’s arm and leg brushed Otto’s with casual movements. He tried to enjoy the brief
moments of contact without being obvious about it.

“I made soup. You should try to eat some of it, if you can,” Otto murmured after a few minutes.

Peter considered it, then nodded. “I think I’ll be able to.”

He steeled himself to get up only for one of the actuators to curl in front of him, not quite touching
him but clearly meant to keep him seated. Two others retrieved a bowl of the soup with a spoon as
well as a glass of water, placing them on the low table in front of the couch. Peter leaned forward
cautiously to try a spoonful of it—rich, creamy with a mild peppery flavor and chunks of chicken
and vegetables.

He smiled up at its maker in gratitude. “It tastes delicious. Thanks, Otto.”

“You’re welcome,” the older man replied, glancing down at him—still a bit gruff, but the tense set
of his jaw had relaxed.

Bowl balanced in his lap, Peter ate the soup slowly, the care apparent in Otto’s actions warming
him up almost as much as the meal itself. By the time he was done, Otto had changed the channel
from the news to something much less current; it was even in black and white.

“What are you watching?” he asked curiously.

“Monster movie marathon,” he answered, prior sour mood appearing much improved.

Peter was quiet for a few moments, then eyed the man next to him with a sly grin.

Otto noticed, turning to him with an eyebrow raised. “What?”

Peter’s grin broadened. “You know they make these in color now?”

“I’m not that old, you little brat.” Otto ruffled his hair affectionately with amused snort.
Butterflies erupted in Peter’s stomach as he ducked his head down to hide his blush. He settled in
beside his large companion trying to focus on the terribly cheesy blob creature that was ‘attacking’
the young couple on-screen, which consisted of the actors visibly having to crawl into the
monster’s mouth in order to be ‘eaten’ while simultaneously pretending to escape. None of it was
terribly convincing, the overall effect much more humorous than scary. Gradually, he found his
eyes drifting closed despite his efforts to keep them open.

*****

When he next awoke, Peter found himself drooling on a well-padded but solid chest. The scientist
was a human furnace, and proved to be just as wonderful to snuggle as he’d expected, like a giant,
deadly, partly robotic teddy bear. An arm—a flesh-and-blood one, but reassuringly heavy
nonetheless—was draped over Peter’s back, and one of the actuators lay coiled up in his lap. He
looked up to find Otto fast asleep, head tipped back on the couch cushions as he snored softly.
Peter tried to move, but Otto only hugged him tighter to his chest, and so he abandoned the effort.
Instead, he let himself bask in the steady warmth seeping into him from the larger man’s body
through the thin cotton of his shirt, dozing lightly until the alarm on his phone went off an hour
later. Peter could tell the alert had woken Otto as well by the change in his breathing.

The large man blinked down at him for a moment, then withdrew his arm and the tentacle to
release Peter with a sheepish expression. “Good morning,” he mumbled, one of the tentacles
retrieving his tinted glasses from the end table.

“Morning,” Peter echoed, sitting up with a discontented frown. He would’ve been perfectly willing
to remain as they had been and ignore the blaring alarm until he realized it was Monday. He’d
essentially missed an entire day, and he had class in an hour. Experimentally, he tried moving his
arm on his bad side, and was happy to see he could lift it up above his shoulder now. He felt a lot
better than even the night before. With the whole getting stabbed incident, he wasn’t able to
complete the reading assignments for the courses he had today, but if he didn’t attend them he’d be
even more behind. It was so early on in the semester it might be difficult to make up ground if he
lost too much now. “I think I can go to class,” Peter declared hopefully.

Otto gave him a long, assessing look.

“Really, I do feel better,” he tried to reassure the older man.

Otto must’ve believed him, as he then nodded. “You get ready, I’ll make something.”

By the time Peter had showered and dressed, Otto had a bagel with cream cheese and coffee in a
travel mug ready for him. Peter took a fortifying sip of it as he slung his bag over the shoulder
opposite his wound. The older man had even put the ungodly amount of sugar Peter preferred in it.
“Thanks Otto.”

“You’re welcome,” he returned, slicing another bagel and putting in the toaster with two of the
actuators while pouring himself a cup of coffee.

Peter tried to ignore the way Otto’s soft smile made his heart stutter in his chest. He unlocked and
opened the door, but turned back to Otto once more before stepping through it. “See you tonight?”

Otto nodded, sipping at his drink. “I should be home around six.”

“Sounds good, I’ll probably be free by then too.” Peter replied. When he was alone in the hallway
after the door closed, though, Peter stopped for a moment to gather himself, sighing heavily.
 Goddammit.

How was he not supposed to fall in love with this man?

Chapter End Notes

Slow burn slowly heating up I think. Thanks again for all the comments and kudos,
they are very much appreciated!
 Chapter 12
Chapter Summary

Peter wanted to bang his head against the wall. They were so close to finally making
progress on figuring out who exactly was stealing from Stark Industries and how they
were doing it.

Chapter Notes

If you could just give me a sign, yeah, just a subtle little glimmer
Some suggestion that you'd have me if I could only make me better
Then I would stand a little stronger as I walk a little taller all the time
Because I know you are a cynic but I think
I can convince you, yeah, 'cause broken people
Can get better if they really want to
Or at least that's what I have to tell myself
If I am hoping to survive

It's a long road up to recovery from here

A long way back to the light
A long road up to recovery from here
A long way to makin' it right
Darling, sweet lover, won't you help me to recover?
Darling, sweet lover, one day this will all be over
~Frank Turner, Recovery

See the end of the chapter for more notes

Peter wanted to bang his head against the wall. They were so close to finally making progress on
figuring out who exactly was stealing from Stark Industries and how they were doing it.

Given the schedule the thieves seemed to be operating on, Happy—through Pepper—had arranged
to surreptitiously tag several shipments of materials along with their containers as well,
accomplishing the deed via a hand-picked group of long-time employees he absolutely trusted.
They’d based the selection of items on what had been taken before; a mixture of extremely rare
raw materials and finished advanced weaponry.

Happy gave Peter one of the tracking devices for it, and had just texted him to say some of the
tagged items had been separated from the containers they belonged in, suggesting they were in the
process of being diverted. Peter was feeling almost back to himself physically—only a twinge of
pain in his side every now and then when he exerted himself—and he didn’t want to waste this
opportunity despite its poor timing. Unfortunately, Otto was being as obstinate as Peter had ever
seen him.

“You have an exam tomorrow morning,” the older man intoned with crossed arms, the actuators
peering at Peter over his shoulders somehow accomplishing matching auras of disapproval.

“But this could be our best shot at figuring out who’s behind all this,” Peter argued.

“I’ll do it then,” Otto proposed.

Peter winced. “No offense, but you’re not exactly subtle, Doc.”

Otto huffed, one wry eyebrow raised. “Of course, whereas your outfit is the essence of
inconspicuous.”

Throwing up his hands in exasperation, Peter retorted. “I don’t leave manhole sized craters over
every surface!”

“No, you just cover them in white, sticky shit,” Otto sniped back.

Sometimes he really was every bit the surly, sarcastic bastard he’d been when Peter had first met
him. It shouldn’t be this endearing or attractive. “Fine,” Peter grumbled, reluctantly handing over
the tracking device.

Otto slipped it into his coat pocket. “I’ll update you when I can, but you should focus on studying,”
he admonished, heading for the door.

“Wait!” Peter exclaimed, giving him an incredulous look. Otto’s general disregard for his own
safety was concerning. “At least wear a mask or something.”

Otto turned back around, scoffing. “What good will that do? You wanna put little costumes on the
actuators too?”

That sounded absolutely hilarious and something he filed away for later use. Said tentacles clicked
quizzically, heads tilted as they glanced back and forth between their creator and Peter.

“Everyone’s got a camera on their phone good enough for facial recognition software,” Peter
argued. “Otto, if you want to be able to walk around in public without being recognized, you need
to cover your face.” He couldn’t believe he had to tell a man with several PhDs this, but it seemed
to be a willful blind spot for him for some reason.

Otto grumbled, actuators digging through the slowly growing pile of meager belongings he kept in
Peter’s apartment. The old man hat and sunglasses he chose paired with his trench coat had Peter
giggling though. “Well now you look like a flasher.”

Otto removed the accessories and tossed them aside, rubbing a hand over his face in exasperation.
“How about a pair of Groucho Marx glasses? That would be just as dignified.”

Peter gave him a genuinely blank look. “Who?”

Otto’s eyes narrowed. “I know the Marx Brothers existed in this universe. They were pioneers in
modern American comedy.”

Peter shrugged.

“Sometimes I forget how obnoxiously young you really are,” Otto huffed, but there was a fondness
to it which softened the insult.

“Maybe you’re just old, dad,” Peter teased back. Applying the title to Otto spurred an odd twist in
his belly, however. He pushed it down forcefully to be examined later. Inspiration struck when he
spied Otto’s goggles sticking out of his coat pocket. “Wait, I’ve got an idea.”

He scampered to the closet, leaving a bemused Otto standing by the door. After shuffling a few
items around, he pulled down one of the boxes he had yet to unpack until and dug through it until
he found what he was looking for; the respirator he used for some of his more adventurous
experiments which he’d liberated from his former high school when he’d gone back one last time to
recover the supplies he’d stashed there.

Peter took the brightly colored filters off, leaving a solid black plastic mold. Its strange, harsh
edges leant it a sinister air for such a mundane item.

“Try this,” he offered.

Otto gave him a skeptical look but let Peter affix it to his face, even bent down to allow him to do
so. Peter tried to ignore how close his face was to the other man’s—if he pushed up a little more on
his toes, he could close the distance between them, press his lips to Otto’s—

He swallowed hard, focusing on making sure the straps holding it in place didn’t press on the chip
at the base of his skull. Wanting to linger in the other man’s personal space but no longer having
any excuse to do so, Peter forced himself to step back to look up at Otto. The combination of dark
goggles and industrial facemask with the tentacles made him into even more of a steampunk
nightmare than he already was. It was unreasonably hot.

“I feel like Darth Vader in this thing,” Otto complained, baritone muffled by the mask.

Peter’s brows shot up in surprise. “You’ve seen Star Wars?”

Otto shrugged. “Hasn’t everyone?”

“What’s your favorite? Prequels, original trilogy, or sequels?” he asked eagerly.

Otto’s face managed to express befuddlement even from behind the goggles and mask, which was
somewhat of an achievement. “How many of those goddamn movies are there in this universe?”

“A bunch actually. And some tv shows.” He made a mental note to make Otto watch all nine of the
core films, for scientific purposes of course. Plus at least Rogue One.

Otto shook his head, still baffled by the concept. Sighing, he gestured toward himself. “Well? Does
this meet your stringent standards for a disguise?”

Peter tilted his head to the side in assessment, drawing out the moment just to annoy his
companion. “It’ll work,” he said finally, doing a poor job of hiding the smile Otto’s peevishness
provoked.

“As long as it isn’t necessary for anyone to actually understand me,” Otto griped, rolling his eyes
with an exaggerated petulance that had Peter chuckling.

****

Otto rolled his shoulders and shifted his weight from one foot to the other. The perch Peter
recommended to monitor the exits of the Stark industrial plant was convenient if not terribly
hospitable. The ledge was only just wide enough for him to shuffle along, and he’d anchored
himself to the wall to ensure a stray step or crumbling bit of the stone under his feet didn’t send
him hurtling down to the street below.
Unsubtle indeed.

Peter, on the other hand, could probably take a nap on it quite easily, he reflected with only a little
jealousy.

Otto scratched his cheek where it’d begun to itch under the respirator. He felt incredibly silly in the
mask, but he supposed it made sense. The item itself was also not the most comfortable thing he’d
ever worn—it was a chore to breathe through, and made his face hot and sweaty. Idly, he occupied
his time coming up with several ways of improving it. Carbon fiber weave reinforced by some of
the titanium-vibranium alloy they had left over would offer an excellent combination of
breathability and strength. If he was going to have to don something like this on a regular basis—
which he suspected Peter would insist on—he might as well make it more bearable. His identity
had been so well-known in his own world that most times he hadn’t bothered with trying to conceal
it when committing crimes. He supposed this would just be one more thing he’d have to adjust to.
And it was a small price to pay to help ease the burden Peter bore on a daily basis. Peter made Otto
feel as if there was still some good left in him after all he’d done, that he could offer the world
something positive despite what he’d become.

He found himself rubbing the side of his neck, remembering how it felt to have the younger man’s
hands brushing against him as he put the mask on Otto and scowled, irritated with himself. He
could only hope Peter mistook the nature of his reception and return of such physical affection as
more avuncular than it actually was. He shouldn’t be touching the boy at all, but it was difficult to
resist, especially when Peter initiated it. Before the spell which had virtually erased him from
existence, he gathered that Peter had a small but dedicated support system. He wasn’t sure how
tactile a person Peter had been in the past but now the boy was likely so touch-starved he’d latched
on to Otto as one of the few people—perhaps the only one—who knew who he was. He thought it
highly unlikely Peter would seek him out for such comfort unless he lacked any other choice at all
though.

In addition to his attraction to him, he’d developed a protectiveness toward Peter he hadn’t felt in
quite some time: similar to his counterpart in Otto’s world, he’d come to care so much about the
boy despite having known him for only a few months, though in a much different way of course.
Otto wasn’t sure he could stop himself from responding to Peter’s gestures even if it necessitated
relieving himself with a frequency he hadn’t required in the last few decades, which proved to be a
challenge in their small shared space.

He told himself that while it could be considered inappropriate, there was no inherent harm in
comforting the boy this way—as long as he didn’t push anything and kept his hands in (relatively)
safe areas, it was acceptable. Sometimes he even believed it.

An alert going off on the device he’d been given interrupted his unproductive thoughts. The tagged
materials were on the move. Looking below, he observed the heavily guarded gate to the plant
opening, and a line of semis begin to pull out of it. From the scanner, all of the signals from the
trackers were on the fourth and last truck.

Following the path of the convoy, Otto climbed to the top of the building to give himself more
height before leaping off of it, landing on the next with a low, muffled thud, engaging the sound
and force dampeners he’d built into the claws of the actuators recently. As Peter had rather rudely
pointed out, he still left some impact on the buildings he climbed, but at least now it was more
surface damage rather than structural compromise.

Jumping from rooftop to rooftop, he trailed the pack of trucks for a few blocks until the one
containing the adulterated shipment split off from the rest. Honing in on it, he sped up to close the
 distance, but frowned when he saw the truck take the next entrance ramp.

Goddammit.

He had no desire to go to Jersey this eve, and especially disliked the particular route he’d have to
traverse. Looking up at the long bridge, its twin steel towers standing like sentries at either end,
gave him more than a twinge of apprehension. Heights didn’t bother him. The expanse of open
water beneath it on the other hand—a deep, cold, unforgiving abyss—unsettled him, and
particularly distressed the actuators. Their water resistance was much improved since their
inception, and they even enjoyed getting scrubbed clean during showers to some extent, but they
were wary of large open bodies of water.

Otto still woke up gasping sometimes from nightmares of a sun drowning in icy, dark water, an
embodiment of entropy’s supremacy over all things. He wasn't sure if it was his subconscious
torturing him or some sort of karmic retribution from the universe itself for the fate he’d averted.
Otto wasn't certain of much of anything anymore.

There was no good way to go about it. He had two choices—ascend the top suspension section and
risk being seen by passing cars, or travel along underneath with nothing between himself and the
river below. Gritting his teeth, Otto climbed up to the underside of the bridge, sending a
sympathetic wave of calm to quell the anxiety of his creations. His movements were covered well
by the noise generated by the vehicles driving overhead; even this late at night the traffic on it was
still heavy. It only took a minute or two for him to reach the other side. He glanced at the scanner,
seeing that it was still crawling across the bridge, and waited. Hopefully its destination wasn’t too
far away. He really didn’t want to have to cling to a vehicle going seventy on the turnpike for hours
on end.

Fortunately, it took the first exit off the highway in Jersey, heading into an increasingly industrial
and seedy area. The abandoned and run-down buildings were more convenient for Otto, at least, as
it would be much harder for him to sneak around a nice, well-lit and densely populated area of
town. The truck’s destination appeared to be a meatpacking plant, but the level of security Otto was
picking up on from the actuators’ scans of it suggested something far more nefarious was afoot.

He traced the strongest signals to a junction box just outside the perimeter of the site. After
breaking the lock on it, he opened it to reveal a nest of wires. He cut several of the fiber-optic
cables and plugged them into the port he’d modified on Flo. With the other three keeping watch,
he sent her out to explore the network. They navigated through several firewalls before they got to
what appeared to be the heart of the server. He managed to find the security feeds after a few false
starts, cycling through it until he found the truck.

The trailer was in the process of being unloaded in one of the buildings. He didn’t recognize any of
the workers involved, but the man supervising them looked vaguely familiar. He set it aside,
focusing on downloading as much information as he could before his presence was detected by the
security system. Otto hadn’t noticed any guards or patrols at this end of the site, but he was
pressing his luck the longer he stood here; the encrypted data could be processed later. Before
disconnecting Flo from the wiring, he planted a few programs they could use to monitor the site’s
activity.

Otto closed up the junction box, fitting the lock back together roughly before slipping away as
stealthily as he could manage. He considered the long trip back and sighed. Hopefully by the time
he got home, Peter would already be asleep. The boy needed his rest.

Chapter End Notes

Chapter End Notes

Thanks for reading, and comments/kudos are always much appreciated!

 Chapter 13
Chapter Summary

Over the past several weeks, falling asleep on the couch together had become a pattern
unacknowledged by either Peter or Otto.

Chapter Notes

I haven't been this scared in a long time

And I'm so unprepared, so here's your valentine
Bouquet of clumsy words, a simple melody
This world's an ugly place, but you're so beautiful to me
~Blink-182, Going Away to College

See the end of the chapter for more notes

Over the past several weeks, falling asleep on the couch together had become a pattern
unacknowledged by either Peter or Otto. Sufficient rest was hard to come by at the best of times—
chronic insomniacs the both of them—and they’d found themselves busier than usual. When either
patrolled, they split time between staking out the growing list of locations linked to the smuggling
syndicate and addressing more day-to-day criminal matters. Peter’s classes had picked up in
volume of work as well. Peter wasn’t sure about Otto, but the best sleep he got was snuggled up
against the large man on the sofa. Otto never complained that Peter was occupying what was
effectively his bed, even when he woke him up in the middle of the night.

Tonight, Peter was home much earlier as it was Otto’s turn to patrol. He’d finished the paper that
was due the next day then gotten ready for bed; he’d tried to go to sleep, he really had, but was left
tossing and turning on his uncomfortable mattress, longing for the huge, warm figure that had fast
become his favorite pillow. Finally giving up on the endeavor when he heard Otto’s arrival home,
Peter waited until his roommate had showered and gotten ready for bed before joining him in the
living room. Otto didn’t even question it, just murmured a greeting as Peter slipped onto the couch
beside him.

Tucked into Otto’s side, legs curled underneath him, with the big man’s arm wrapped around his
shoulders and an actuator nestled into his hip, Peter was finally able to drift off to sleep. Only an
hour or two later, though, he was jolted awake by a car alarm going off outside under their window.
Blinking, he looked around disoriented for a moment, relaxing back into the cushions when Otto
squeezed his shoulder, thumb rubbing over his collarbone.

“It’s ok, go back to sleep.” The deep voice of the man next to him washed over him in a soothing
wave.

Otto was looking down at him with such affection—he could drown in those dark, soulful eyes—
Peter couldn’t help himself, reaching up to press his lips against the older man’s.

Otto froze, emitting a sound which could've been either surprise or protest, and for a moment Peter
thought he’d made a horrible mistake until he felt a large hand cup the base of his skull. Otto
deepened the kiss, licking Peter’s bottom lip. Peter responded to the unspoken request, opening his
mouth to let the big man’s tongue sweep inside and explore. Peter swung himself around to
straddle Otto’s broad thigh without breaking the kiss, eager for the opportunity to get reacquainted
with the taste of him.

A subtle flavor of metal was still present, but accompanied by a warmer spice, leather and a smoke
more sweet than acrid; the undertone of blood which had been there before was now entirely
absent. As wonderful as kissing Otto was, Peter broke it off to focus on undoing the straining
buttons of Otto’s flannel pajama bottoms and working the other man’s cock free, heart racing with
the joy of finally getting to touch him the way he’d been desperately wanting—

Somehow, even though he had the chance to be intimately acquainted with it once before, the sheer
size of the thing still managed to surprise him. A part of him had expected he might have
exaggerated it in his fantasized recollections. He had not. Artlessly, he exclaimed, “It’s even
thicker than I—“

Immediately, his mouth clamped shut, obviously unable to finish that sentence without broaching a
subject that he did not want to discuss right now when he had Otto so close to where he needed
him.

The blush on the older man’s cheeks was endearing though. “Have you ever done this before?”

Peter lamented that his inexperience was apparently still so obvious. “Yeah,” he affirmed with
more confidence than he felt, shoving his sleep pants and boxers down and pulling his shirt up and
over his head. It was probably the fastest he’d gotten naked ever. Straddling the older man’s lap
once more, Peter spat on his hand, mixing it with the substantial precum gathered at the thick tip of
Otto’s cock to slick down the rest of it.

Otto appeared stunned by his sudden actions even as he ground himself into Peter’s grip. “Slow
down—fuck!“

Peter didn’t want to, half afraid Otto would come to his senses and change his mind. Jerking the
other man off in firm strokes, he licked the fingers of his free hand, wetting them as much as he
was able, and reached behind to work himself open in a more perfunctory attempt at preparation
than was perhaps advisable, but he needed this so badly. He rose up on his knees, aligning Otto’s
prick with his entrance. Before he could get any further, though, an actuator slipped around his
waist and tugged him upwards.

“Peter, you’re gonna hurt yourself doing that,” Otto cautioned, brows furrowed in concern.

“It’s ok, I know I can take it,” Peter responded, holding on to the tentacle encircling him and
giving into the urge to run his fingers over its sinuous form. The vibrator he’d gotten may not have
been quite to Otto’s proportions, but he’d used it enough times to get a better feel for what he could
handle. He was still kind of amazed he’d managed to take all of the man the first time—granted
he’d paid for it for days afterwards—and couldn’t wait to feel him again.

Otto’s cheeks reddened further. “That’s not the point. There are—other things we can do first.”

He hoisted him up higher, palms cradling his thighs and lifting them over his shoulders so Peter
was perched above him. Looking down at Otto, Peter found reversal of their normal height
difference strangely arousing, the feeling compounded when the larger man began fisting Peter’s
cock. Without meaning to, however, he flinched when Otto went to take his erection in his mouth,
and he noticed.
The older man’s brow furrowed in concern. “Your previous partners never did this for you?”

“He offered, but I didn’t want to…” Peter gulped, thinking about how odd it was to discuss their
prior encounter as if Otto hadn’t been the other party.

Otto frowned, immediately withdrawing, starting to lift Peter off of him. “We don’t have to do
anything you’re not comfortable with.”

Peter reached down to cup Otto’s cheek. “No, it’s ok! I want it—from you,” he admitted shyly.

Otto smiled up at him. “Alright then.”

Otto proceeded to swallow him down without any apparent effort at all. Peter couldn’t hold in a
loud moan. It felt so good to have his hot, wet mouth envelope him, sucking him off at a steady,
deliberate pace—tongue finding the sensitive spot on the underside just beneath the head of his
dick with each long pull—that had Peter wanting it to last forever yet also desperate to cum at the
same time.

Peter pushed back into Otto’s hand as the man fondled his ass, shuddering as a finger rubbed
against his entrance. He wasn’t really slick enough from his quick and dirty prep for it to do more
than tease him, which was frustrating even as it stoked his arousal higher.

Otto pulled off of him to ask, “Is this ok?”

Peter flushed, nodding vigorously as the older man took him in hand once more at the same slow
rhythm that was driving him mad. “Yes, please!“

Otto grinned, thumb swiping over his slit. “Do you have any—”

“Drawer by the bed,” Peter gasped.

Otto retrieved it with one of the actuators, and to Peter’s relief, soon enough thick fingers were
circling his entrance then spreading him open. The burn was so good, Peter couldn’t hold in the
needy sounds he made. Otto rubbed his prostate firmly as he sucked him off with alacrity, sending
little shocks of pleasure over his body and adding to the building pressure in his core.

Fuck. Otto was way too good at this. Peter wasn’t going to last long at this rate, but it felt so
incredible he couldn’t care. He threaded his fingers through Otto’s curly hair, scratching his scalp;
the other man groaned, and it reverberated through Peter’s entire body. That was all it took to tip
him over the edge.

“Otto, I’m gonna—“ was the only warning he was able to give when a white hot fire overtook him,
suffusing every cell in his body with bliss. Otto didn’t seem to mind, continuing to stimulate him as
he swallowed everything Peter gave him. Peter slumped, breathing heavily, only held up by the
tentacle around his waist, the claw of which slid over his shoulder to nuzzle into his neck. He
reached up to run a hand over it, and the actuator clicked happily. Otto released his softening prick
when it was on the verge of being too much, unhooking Peter’s legs from his shoulders and
guiding him back down into his lap.

When Peter could form coherent thoughts, he tugged Otto down by the neck to kiss him, and the
flavor of his seed on the other man’s tongue was different but not unpleasant. Otto’s movements
were unhurried, and he made no effort to further the proceedings even after Peter recovered, his
hands settled loosely around Peter’s waist.

The big man seemed content to ignore the raging erection digging into Peter’s ass. Peter was not,
however. He wriggled against it, feeling the oversized organ twitch in response. Peter broke off the
kiss, in order to focus on Otto, determined to do a good job, wanting to make the older man feel as
amazing as he had for Peter.

Aside from the massive hardon sticking out of the open fly of his pants, he was still mostly
clothed. Peter needed to fix that. When he tugged on Otto’s shirt, however, he met resistance in the
form of a large hand settling over his own.

“Peter, you don’t have to—“ Otto stammered, seemingly under the misapprehension that touching
him was some sort of imposition or obligation for Peter rather than something he’d wanted
desperately for months now.

Peter turned his hand over to grasp Otto’s, trying to convey the honest desire he felt. “I wanna see
you.”

Otto shook his head. “My dear, it’s not a pretty sight. I’m not—“

“Please,” he entreated, squeezing the massive hand wrapped around his own.

Otto sighed, jaw working, hands releasing their hold on Peter and falling to his sides, evidently
unable to refuse him but looking away as if ashamed or afraid of what the younger man might think
of him.

Peter couldn’t tell him he’d already seen what the accident had done to his back and lower belly
and it hadn’t put him off at all, the opposite really. His scars were a part of the enormity of what he
was, which Peter found endlessly fascinating, intriguing, not to mention hot as hell. He undid the
velcro fastening of the shirt before pulling it down over Otto’s arms, exposing the older man’s
meaty chest and abdomen.

The scarring around his waist matched his back, a moderate amount of dark hair covering his chest
coalescing into a line of fur down the middle of his upper stomach which disappeared underneath
the harness. What the man’s musculature lacked in definition was more than made up for in sheer
size and strength. If neither of them had any powers or enhancements, Peter was pretty sure Otto
could crush him. As it was, Otto might’ve succeeded in doing so anyway the time they fought on
the bridge if he hadn’t been betrayed by his technology absorbing the nanites. The fact that both of
these thoughts turned Peter on suggested a few more issues he may need to work out but he
decided they could wait now that he was finally getting the opportunity to touch the skin he’d
fantasized about since the night he’d lost his virginity to the man.

Otto was tense, almost holding his breath, really expecting Peter to balk at the physical contact. He
started at the man’s broad shoulders and bull neck, fingers tracing over them before sweeping
down to his chest. The thick planes of muscle and fat were soft but solid under his hands. He
palmed each massive pectoral and couldn’t resist squeezing them which prompted a huff from
Otto, who turned back to look at Peter, his expression a mixture of wariness battling hope. Peter
pressed his lips to Otto’s heavy jaw, the stubble adorning it scratchy but not unpleasant, seeking to
reassure the older man that he wanted this, wanted him.

When he flinched as a hand passed over the scarred skin of his prominent belly above the harness,
though, it was Peter’s turn to pull back in worry. “Sorry! Did I hurt you?”

Otto shook his head. “No, it’s just sensitive.”

Peter gentled his touch, mapping the rough edges of the marks carefully, a faded red compared to
what he’d seen of them before but still in sharp contrast to the man’s otherwise pale skin. He slid
his hands over the slightly cooler smooth metal of the harness until he reached the curve of his
stomach below it, marveling at the contrast in textures of the man’s body. Otto’s breaths had
grown harsh, his arousal unflagging beneath Peter. The younger man felt himself hardening again
as he ground down onto it.

“I want you inside me,” he declared, gaze meeting the older man’s once more.

Otto gave him a piercing look, searching for any hint of hesitation or discomfort. “If you’re sure.”

Peter had never been more certain of anything in his life. “Very.”

Otto must’ve found Peter convincing, as he relented, big hands running up and down Peter’s sides.
“Alright then. But go slow.”

Peter rose up on his knees, applied a generous portion of lube to the other man’s cock, then split
himself open carefully over it, hands braced on Otto’s shoulders for leverage until he was seated
fully inside Peter. The latter was unable to do anything other than just breathe for a moment,
resting his head against the broad chest in front of him, feeling like the air had been punched out of
his lungs.

Otto rubbed his back in encouragement, murmuring in his ear, “It’s ok. Take your time.”

When he had recovered somewhat, he started moving cautiously, rising up a few inches before
dropping down slowly; he could practically feel every ridge and vein of Otto’s cock drag along his
insides as he did so. The duality of pain and pleasure was sublime. “Oh fuck—“

He repeated the maneuver, lifting himself higher before grinding down onto the large man once
more. The sensation was just as good as before but almost overwhelmed him. He looked up to
Otto, needing some sort of reassurance but unsure of the reason. “Otto—”

“You’re doing so well, Peter,” Otto encouraged him, bringing a huge hand up to caress Peter’s
cheek. “Figure out what feels good to you, don’t mind me.”

The praise rolled over Peter in a wave of heat. With growing confidence, he started to move once
more, finding a rhythm that had him gasping and moaning, chasing his release. He tried twisting
his hips on a downstroke, which provoked Otto into bucking up into him with a groan. The big
man repeated the action to work in counterpoint to Peter’s motions—bringing his hands down to
hold Peter’s waist in a firm grip—his cock somehow hitting even deeper than it had before, hurting
in the best way. It was so different from last time but still amazing—Otto was gentle and caring, as
generous as the other version of him had been selfish and rough. Peter was close, but there was
something more he needed, at least this time. He stilled in order to string the words together to
articulate it.

“What’s wrong?” Otto asked, breath ragged.

“I want you on top of me,” Peter responded—hardly eloquent, but it was difficult to think with that
giant prick rearranging his guts.

Otto frowned. “Peter, I’m not exactly light.”

“Yeah, I know,” Peter replied automatically. He hadn’t meant for it to sound that eager, the tips of
his ears red hot.

Otto stared at him for a moment, expression uncertain as if he were trying to decide whether he
should be hurt or offended by the remark, but the perceptive man took in Peter’s embarrassed
excitement and deduced the cause of it.

“I see,” he remarked slyly. “You'll tell me if it’s too much,” he added, and it was much more
demand than request—shades of the domineering villain who’d taken him apart even while bound
by his own tentacles.

“You won’t hurt me,” Peter assured him.

He wrapped his legs around Otto’s thick waist, the sharp edges of the harness digging into his
thighs delicious discomfort as the large man shifted their positions with the help of the actuators
until Peter was pressed into the couch underneath him, kicking his pants free in the process. Otto
had to brace himself on the floor with the tentacles to balance on the couch, it being just barely
wide enough for what they were attempting.

Otto settled over him, bringing his mouth to Peter’s as he started fucking him long, slow strokes.
His tongue delved into Otto’s mouth, twining with the older man’s, already addicted to the taste
and feel of him. Peter felt safe, cocooned by the other man’s heat and filled up to the brim. He
began to rock his hips with Otto’s thrusts, pleasure quickly building back up at the base of his
spine, curling in his balls, reveling in the sensation of being totally enveloped and pierced through.
When they separated in need of air, Peter buried his face into Otto’s neck, his hands exploring his
back.

Otto groaned as his fingers traced down the interlocking metal vertebrae, skimming over the
whorls of rough skin alongside them. Peter was fascinated by the way his muscle and bone
intersected with articulated metal, the whole operating in concert with every breath and movement
he made even as the inorganic pieces shifted in a manner so alien to the normal mechanics of the
human form it shouldn’t work at all yet somehow did. As before, Otto’s neck seemed to be
especially sensitive, and Peter earned himself a particularly harsh thrust when his fingers explored
the joint between the smallest two sections just beneath the chip. The pain was so good he did it
again, and was rewarded as Otto picked up speed, driving Peter further into the couch with each
powerful snap of his hips.

Otto’s hand snuck between them, engulfing Peter’s cock and stroking in time with his thrusts. Peter
was so close, could feel himself begin to fall over the edge again, but he needed Otto to cum,
desperate for that transcendent pleasure-pain of being stretched beyond his limits. Peter whined,
bringing his other hand to Otto’s neck, hooking his fingers in between the metal projections of his
artificial spine and tugging ungently as his release barreled through him.

“Peter!” Otto growled in his ear, deep and harsh, rhythm faltering but still forceful as he pumped
him full of a hot, thick heat. Otto collapsed on top of him, his full weight falling on Peter for the
first time as the actuators which had been supporting him seemed to short-circuit. The combined
pressures inside and atop him drew Peter’s orgasm out even more, leaving him suspended in a state
of mindless ecstasy far longer than he’d ever experienced before.

Peter finally resurfaced when Otto went to lift himself off of him. Mewling in protest, he squeezed
the back of Otto’s thighs with his legs, arms reaching as far around the man’s barrel chest as he
could in an attempt to lock him in place.

“I’m crushing you,” Otto huffed, looking down at him.

“Like it,” Peter insisted stubbornly, rubbing his cheek against the other man’s.

Otto chuckled and relented for a few minutes, dropping his head to Peter’s shoulder. Gradually, his
heavy breathing evened out, as did Peter’s, his respirations pleasantly restricted by the cyborg’s
 mass. Even the sticky residue of his own release cooling on his belly couldn’t ruin the perfection of
being smothered by the beast of a man on top of him stuffed full of his cock and cum.

Eventually, however, Otto softened too much to stay inside him, and with much reluctance, Peter
let him up. Otto sat back on the couch, taking the opportunity to clean them both off with a towel
snagged by a tentacle before settling Peter in his lap, anchored there by arms both human and
mechanical. The position mollified Peter somewhat as it allowed him to snuggle into Otto’s chest,
feeling just as warm and secure—treasured—as before. Peter’s last coherent thought before he let
himself doze off for a bit was that they were going to need a bigger bed.

Chapter End Notes

I know there was at least one person "waiting for Peter to climb Otto like a fucking
tree." This chapter is for you lol. Thanks as always for reading, kudos and comments
are much appreciated!
 Chapter 14
Chapter Summary

Otto’s fingers drew abstract patterns on the hip cradled in his hand, his other splayed
over Peter’s back, greedily seeking out every inch of skin he could reach to commit to
memory as he was unsure whether he’d have this chance again.

Chapter Notes

Just give me one fine day of plain sailing weather

And I can fuck up anything, anything
It was a wonderful life when we were together
And now I've fucked up every little goddamn thing
~Frank Turner, Plain Sailing Weather

See the end of the chapter for more notes

Otto’s fingers drew abstract patterns on the hip cradled in his hand, his other splayed over Peter’s
back, greedily seeking out every inch of skin he could reach to commit to memory as he was
unsure whether he’d have this chance again. The actuators likewise took advantage of the
opportunity, winding themselves around him gently. Fortunately, it didn’t seem to bother Peter in
the least; the boy was completely lax in his arms, as if he’d gratifyingly managed to fuck that
boundless kinetic energy right out of him. Otto inhaled, letting the breath back out again in a slow,
even release, enjoying the pleasant ache in his muscles.

Even with how physically affectionate Peter had been recently, he found the younger man's
enthusiasm and interest a bit bewildering, and rationalized that Peter was just lonely and Otto
happened to be convenient, finding no other reasonable explanation. The boy was good and pure
and beautiful—he could have anyone he wanted. That Otto might possibly be counted among that
number begged credulity, though their encounter suggested otherwise. This might’ve been a
terrible idea, but he was too grateful and weak to resist it. Having the opportunity to taste him,
bring him pleasure would have been enough. He truly hadn’t expected him to want more, had
resigned himself to slinking away to the bathroom to jerk off to the memory of it after Peter would
inevitably come to his senses and regret letting Otto touch him even that much.

Perhaps even more confounding, Peter had not shied away from aspects of him that Otto himself
wasn’t entirely comfortable with, especially the scars marring his skin and the metal inextricably
bound to his flesh. Otto still had trouble wrapping his head around the fact that the younger man
didn’t appear disgusted or horrified by the monstrous deformities that were an enduring,
incontrovertible reminder of his arrogant folly. Being touched in that way for the first time since
his accident—and the earnest care and affection Peter displayed—impacted Otto even more than
he would’ve imagined. He already harbored an intense attraction and likely unhealthy attachment
to the young superhero; this would not help matters.

It had felt so good to be inside Peter, he was surprised he had managed to last even that long. He
did wonder at the boy’s prior experience, though; Peter hadn’t mentioned any romantic interests
aside from his ex-girlfriend, and hadn’t seemed to be seeing anyone in the months Otto had known
him. Still, he didn’t want to pry or make Peter feel uncomfortable.

The last time he’d had sex with a man was in grad school, before he met Rosie. She’d known he
was bisexual—he’d shared his experiences with her, and she was intrigued by them as he’d been of
her own experimentation—but they’d been monogamous for the duration of their marriage. He still
missed her, so fucking much, and hoped she wouldn’t be too disappointed in him for giving in to
this.

Even more time had passed since he’d been with a man he cared about more than a one-night stand
or casual fling—since Norman, in fact. Prior to turning into the ruthless businessman Otto had
come to loathe, he was brilliant, a bit egotistical, but caring in his own way before he’d hardened
his heart against anything but the pursuit of money and power. Their senior year of undergrad,
Norman transformed himself into the stereotypical All-American straight male—getting himself a
wife, a house with a white picket fence and a corporate sponsor in such quick succession it left Otto
reeling. Being in an openly gay relationship would’ve made it difficult—if not impossible—for
them to take the career paths they sought, and while Otto acknowledged this, it didn’t make their
inevitable break up hurt any less. Norman didn’t have to make it seem like Otto was the one
holding him back.

He never should’ve gone to work for him when he offered, but Otto was too idealistic and
nostalgic for the friendship which had been at the core of their romantic relationship. There was
little left of the man he’d once loved by the end. The whole of Oscorp probably heard the shouting
match that had shattered any remaining accord between them when he found out that Norman was
adapting his research for military purposes—perverting what Otto had intended for the greater
good of humanity and fashioning it into a weapon, an unforgivable betrayal of everything he held
dear. Otto wondered what it had been like for him to see Norman alive for the first time in years,
and he wasn’t sure if he regretted losing those memories or not.

There were certainly similarities between his former lover and the young man curled up in a pile of
boneless limbs in Otto’s lap—a slight but toned build, fierce intelligence, quick wit, infectious
enthusiasm, the ability to make connections between ideas that eluded others—but Peter had
proved to be one of the most caring individuals he’d ever met, to the point of willful self-sacrifice.
He couldn’t imagine Peter ever doing anything that callous or selfish.

The boy stirred in his arms, opening his eyes sleepily to peer up at Otto with a lazy smile. “Hey.”

“Hey,” Otto replied with an amused huff. He took the opportunity to bring up a matter he’d
neglected to address earlier in the heat of the moment. “We should’ve used protection. I'm sorry, I
was careless,” he murmured. “We can get tested in the morning.”

“Don’t worry about it,” Peter mumbled, more than half-asleep. “Unless you’ve got something you
didn’t tell me about before—”

The boy’s eyes snapped open fully, looking up at him in horror.

Otto froze. The pieces started to fall together—Peter knowing far more about him than a casual
acquaintance of a mere day or two—much less an enemy—should, the comment about his
anatomy, the way he’d been comfortable around him almost immediately, and especially at ease
around the actuators—

Otto swallowed hard. “Peter, what happened between us?”

The boy looked guilty.

What the hell had Otto done to him? Not wanting to know the answer but needing it just the same,
Otto asked, “Did we—”

Peter nodded, expression utterly miserable.

No, no, no… The dread growing in the pit of his stomach multiplied exponentially. “Was this
before or after you replaced the inhibitor chip?”

Peter looked down, unable to meet his eyes. “Before,” he admitted reluctantly.

“Jesus fucking Christ—” Otto jumped to his feet, not meaning to push Peter away but he
desperately needed space. Had he been transported into this universe and transformed into a rapist?
Robbery, assault, murder—all things he could recall committing, but never that. Apparently he’d
been even more of a monster than he knew.

Peter sat back on the couch, doubled in on himself like a kicked puppy. “It’s ok, I wanted it.”

Otto ran through possible motivations for his former self to engage in sexual activity with someone
he saw as an enemy, and none of them were good. “I may not remember it but I know the kind of
man I was,” he said with a humorless laugh. “Would that have made any difference to me?”

“Otto, it’s alright,” Peter tried to placate him with little success. “You didn’t force me to do
anything.”

“Alright? How—“ Alright was not how he would describe finding out he might have become some
sort of sexual predator on top of everything else. "How many other people did I hurt?”

Peter’s forehead wrinkled. “You told me you hadn’t done it with the tentacles on before.”

From what he could recall, that might be true, but the gap in his memory was fast becoming a
yawning black chasm of potential vileness and iniquity he could only guess at. Otto shook his
head. “And you believed me?”

Peter only shrugged back helplessly.

This is wrong.

He should leave and never look back, he obviously couldn’t be trusted around Peter, and had taken
advantage of the young man yet again. Maybe he could find that magician, make him send Otto
back to his own world so he wouldn’t be tempted to ruin the superhero further. Otto pulled on a
pair of boxers and the actuators started picking up the rest of his clothes, but his progress was
halted by the sudden presence of Peter’s arms around his waist, clutching at him with a strength
that was bordering on painful.

“Otto please, I need you. I can’t do this alone,” Peter mumbled into his chest, clinging to him in
desperation. He looked up at Otto with tears in his eyes, imploring, “Please.”

Otto hung his head, torn between doing the right thing—leaving to not cause Peter even more harm
than he’d already done—and giving in to the younger man’s pleas. Guilt fought with the powerful
innate need he had to comfort and protect Peter, both driving shards of pain into his chest, barbed
wire pricking at his lungs with each breath. Ultimately, though, he didn’t have the heart to push
Peter away again. Otto collapsed back on the couch with the boy weeping in his arms, hating
himself even more.
Chapter End Notes

Sorry all, back to the angst again for a bit. Kudos and comments are much
appreciated!
 Chapter 15
Chapter Summary

The first thing Peter became aware of as he struggled free from the numbing grip of
sleep was the slow, heavy heartbeat beneath his ear. Opening his eyes—dry and
scratchy, no doubt from crying—he half-expected the large man he lay on to be a
figment of his imagination, but he was reassuringly solid, as were the arms of warm
metal and warmer skin caging him in.

Chapter Notes

They threw me a whirlwind

And I spat back the sea
I took a battering but I've got thicker skin and the best people
I know looking out for me
So I'm taking the high road
My engines running high and fine
May I always see the road rising up to meet me
And my enemies defeated in the mirror behind
So try and get better and don't ever accept less
Take a plain black marker and write this on your chest
Draw a line underneath all of this unhappiness
Come on now, let's fix this mess
We could get better
Because we're not dead yet
We could get better
Because we're not dead yet
~Frank Turner, Get Better

See the end of the chapter for more notes

The first thing Peter became aware of as he struggled free from the numbing grip of sleep was the
slow, heavy heartbeat beneath his ear. Opening his eyes—dry and scratchy, no doubt from crying
—he half-expected the large man he lay on to be a figment of his imagination, but he was
reassuringly solid, as were the arms of warm metal and warmer skin caging him in. Peter was still
naked, but Otto had draped a blanket over the both of them. He didn’t want to let go of the older
man in case he just disappeared like all the other important people in Peter’s life. Otto had reacted
to the information that they had slept together before as badly as Peter thought he might. Despite
this, he was still here; he hadn’t been abandoned. If Otto had actually walked out, it might’ve
broken him.

He wasn't alone.

How wonderful it had been to finally get what he’d wanted for so long only to face the absolute
devastation of it all falling apart after his inadvertent confession. The emotional upheaval lingered
as an unsettled feeling in his chest, echoes of the panic he’d felt at the prospect of losing the older
man.

Otto was still asleep, but dark circles were present under his eyes. Peter noticed the nearest actuator
staring at him, the white eye blinking at him curiously. Maybe it should’ve been unnerving, but he
found it comforting instead. He smiled at it, and the tentacle clicked softly back. Peter shifted,
Otto’s morning wood digging into his ass, exacerbating the ache already present. His own arousal
persisted despite his discomfort though. He hissed involuntarily as his fingers explored his sore,
puffy entrance. He wanted Otto to fuck him again, but disappointingly it may have to wait until he
healed a bit. Hopefully, the more they did this, the quicker he’d recover each time. Instead, he
focused on Otto’s erection, stroking the length beneath him through the thin cloth of the boxers
barely managing to contain it. The huge cock twitched under his hand, growing harder and thicker,
and a wet patch started to form in the fabric at the tip. Peter saw the actuator shudder slightly, and
was curious how much the intelligent machine could feel or the way it might process such an
organic sensation.

A deep rumble from Otto’s chest vibrating through Peter’s skull indicated the other man was
waking up. He intensified his efforts, wanting to make Otto feel good, show him how much he
cared for him.

Otto opened his eyes, glancing down at him with a frown. “Peter, we shouldn’t,” he protested,
voice rough with sleep and arousal.

“Why not?” Peter looked up at the older man, giving him his best attempt at beguilement. “I like
you, and you like me too, don’t you?”

A flush spread over Otto’s neck and chest. “Yes, but—”

Otto seemed to want this as much as Peter did, despite his reluctance. Peter tugged insistently on
Otto’s underwear, prompting the big man to lift his hips up with a grunt, letting Peter free his
glorious dick. He was eager to see what Otto looked like when he orgasmed; so far he’d been
inside Peter when it happened both times. He also wanted to get the older man to cum first for
once.

Peter shuffled over to the couch next to Otto so he could bend down and take the latter’s cock in
his mouth. He didn’t make the mistake of trying to take him too deep, though he doubted Otto
would be anywhere near as rough as his former self was during their first encounter. He would
practice to get better at it, he vowed to himself. Remembering what the large man liked, he focused
on sucking the ruddy head, working the thick shaft with his hands.

Otto’s big hands came to rest on his head and back, not trying to stop or force Peter, merely
touching him. Peter rubbed his thighs together, needing some sort of friction to relieve himself but
not wanting to let go of Otto’s dick. He moaned when he felt one of the actuators slide between his
legs, its thin tentacle wrapping around his cock and gently squeezing his balls. Peter redoubled his
efforts, determined to bring Otto off before he surrendered to the exquisite sensations of being
stroked by the tentacle.

“Peter,” Otto groaned, breathing ragged, and massaged Peter’s scalp, fingernails gently scraping
through his hair, his other hand swept down to grope his ass.

He sucked hard on the blunt tip filling his mouth, tonguing the slit intermittently, quickening his
pace, trying his best to not let his teeth scrape against it too much. Sooner than he would have
expected, Otto erupted in Peter’s mouth with a low growl of the latter’s name, so much that he
couldn’t swallow it all, spilling out over his hands in a hot, salty flood. No wonder it felt like he
was getting pumped full of a gallon of his cum every time. He thrusted happily into the actuator's
grip and shortly followed him over the edge in a quick but intense orgasm. Basking in the pleasant
aftershocks of it, he swirled his tongue over the head of Otto’s cock in languid strokes, swallowing
as much of his seed as he could, quite pleased with himself on several levels.

Peter sat up, licking his hands clean for good measure. He was promptly tugged back onto Otto’s
lap, recipient of an intense though conflicted look before the larger man lifted him up to kiss him
thoroughly, almost crushing him against his chest, tongue sweeping through Peter’s mouth as if he
were searching for the taste of himself. Peter wound his arms around Otto’s neck, snuggling into
the hold.

When they separated once more, Peter sat back in Otto’s lap, leaning against the actuators curled
around him, fingers tracing over the big man’s chest. “I have class until five, but I was thinking we
could grab dinner somewhere after?” Peter asked hopefully, teeth worrying his lip.

Otto was quiet for a moment, before replying with a small smile. “Ok.”

“Great!” Peter’s relieved grin was much broader. This didn’t mean everything was magically fixed,
he knew, but as long as Otto didn’t leave, he’d be alright.

*******

Peter’s hands smoothed over one of the few button-down shirts he owned, frowning into the mirror
at how wrinkled it was. Clothes shopping hadn’t really been a priority recently, and it showed. The
color wasn’t bad on him, though. Was he trying too hard? The jeans were casual enough, right?
Would it be too obvious if he got a haircut? Peter took a deep breath to calm himself. This would
be the first sort-of official date with his roommate/friend-with-benefits who would hopefully
become more, and he just really didn’t want to fuck it up.

His day had passed in a blur, submitting his paper and attending a few other lectures he barely
managed to absorb, too distracted by the possibilities of what the evening might bring. He’d
booked a private booth at an Asian fusion place that had good reviews and had arranged to meet
Otto there. Just as he was about to head out, his phone buzzed. Thinking it was Otto, he pulled it
out of his pocket eagerly only to feel his heart sinking at the notification that popped—there was a
hostage situation at a bank in Midtown.

With a tangible pang of disappointment, he stripped off his shirt and jeans, stuffing them in his
backpack and throwing on the suit as quickly as he could. He sent a message to Otto that he’d be
delayed before he climbed out the window and set off for the bank at top speed. Tapping into the
emergency services communication channel on the way, he gleaned that there were four suspects in
the building with an estimated fifteen hostages. When he reached the bank—an old, squat stone
structure commanding a corner of a wide intersection—a few minutes later, he found it cordoned
off for a few blocks, completely surrounded by police, SWAT and other emergency forces set up a
healthy distance from its entrance.

Peter webbed his bag to a gargoyle high on another building overlooking the scene before deciding
to head around the back of the bank, spying a low window at the corner that was promising. He
swung down and tried prying up on it, gambling that the alarm system had already been tripped.
His hunch paid off; the lock gave easily and he was able to open it almost silently, allowing him to
slip into what proved to be a janitor’s closet. He listened carefully for anyone who might be on the
other side of the door, and hearing nothing, opened it. He crept down the dark, deserted hallway
toward the front of the building where the standoff was taking place.

The hall opened onto the second level of the high atrium, and gave him a good vantage point to
survey the scene playing out below on the ground floor. There were four gunmen dressed in pig
masks and body armor spread out over the room, and the hostages—appearing to be a mixture of
employees and patrons having made the unfortunate decision to do their banking just before
closing on a Friday—were penned into a far corner. Getting everyone out of here alive would be
tricky. Peter took advantage of a dark corner, climbing up it as quietly as he could and crawling out
toward the middle of the ceiling, the deep arches and rafters providing more than adequate cover.

Two of the gunmen were in defensive positions behind stone columns by the wall of glass and
doors that formed the bank’s entrance. Another—the ringleader judging by the phone he held and
the bags of what was likely cash and other valuables surrounding him—sat ensconced behind one
of the protected teller’s windows. The real problem, however, was the jumpy, twitchy fourth man
guarding the hostages, who kept aiming the gun in their direction from only a few feet away.

Peter made his way across the ceiling to hang just above the last gunman. He considered trying to
yank the weapon out of the man’s hands, but decided the risk of it going off and spraying bullets at
the hostages was too high. He loaded a few of the web bomb cartridges he’d developed with Otto
into the shooter on his right wrist. This would be the first time he used them in real-life combat, but
he and Otto had tested them extensively, including on each other. It was even strong enough to
slow Otto down for a short period of time. He was weighing the options of trying to pick them off
one by one or try a blitz attack when the choice was taken from him by the suddenly raised voice
of the man who had been mumbling into the phone up until now.

“You had your chance. I told you, I’m not fucking around,” the masked figure spat, sounding
unhinged. “This is on you, assholes!” The man hung up the phone and tossed it on the desk in
disgust before turning to his compatriots. “Come on, we’re gonna shoot one of them.”

“Really, man--” one of the other hostage-takers guarding the entrance objected, voice tinged with
uncertainty.

The appeal only angered the first man. “Shut the fuck up, you pussy. Briggs!”

The thug guarding the mass of terrified civilians—Briggs, evidently—turned away from them for
the first time, his weapon pointed at the ground. Peter seized the opening, shooting a web bomb at
his target and launching himself down after, aiming to put his body in between the shooter and the
hostages just in case. Fortunately, the bomb worked even better than he expected—it totally
encased the gunman and his weapon in a thick, strong layer of webbing and the impact was strong
enough to drive him facedown into the floor with a yelp. Peter added another layer of webbing
after he landed to disable the weapon and the man making muffled noises of anger holding it for
good measure.

One down, three to go.

“Briggs?” came the harsh bark of the leader.

It was followed closely by the interjection of the second. “What the hell was that?”

Wanting to stretch out the element of surprise before the others figured out what was happening,
Peter made a shushing gesture to the wide-eyed hostages as he snuck along the wall of frosted glass
so they were no longer behind him to minimize the chances they’d be hit by a stray bullet. He
vaulted over the wall, all too aware of the vulnerable people depending on him.

“It’s Spider—“

Launching another web bomb at the man furthest from him—pinning him against the column—he
twisted midair to avoid the spray of gunfire from the nearest, shooting a webline to yank the gun
out of the man’s hands as he kicked him in the face in the same motion with just enough force to
knock him out cold before he could complete the thought.

One left.

He landed with a wince, having avoided the bullets but not the slivers of stone shrapnel they
kicked up which had sliced into his legs. After securing the hapless criminal he’d rendered
unconscious with more webbing, Peter looked over to see that the last man had retreated into the
vault, squeezing through the gap left by the slightly ajar heavy door. It was a well-defended dead
end, at least, which posed the quandary of how to extricate him.

Peter tried approaching the vault only to have the gunman fire wildly out of it, forcing him to duck
behind a column. He briefly considered just slamming it shut, but that would only fob the problem
off to the police who would have to open it. He’d managed to keep everyone alive thus far, after
all.

“Any chance you’d be willing to hurry this up and just surrender? I have a date to get to,” Peter
called out.

“Go fuck yourself, Spider-dick!” came the indignant response from the would-be bank robber.

“No need to be rude, just thought I’d ask,” Peter grumbled. He spied a canister of tear gas clipped
to the belt of the unconscious man next to him. Retrieving it, he leaned around the column and
pitched the grenade toward the vault. It caromed off the thick door jamb and into the confined
space, exploding with a hiss. When Peter heard the coughing and sputtering from within the vault,
he rushed forward, climbing the round door and firing the final web bomb he had into it. When the
smoke cleared a few moments later, his prey hung harmlessly glued to the wall of safety deposit
boxes. With a sigh of relief, Peter went in, kicking the dropped weapon further away from the
confined criminal and picking up the phone the gunman had been using. He dialed the last number
on it.

After only a ring, it was answered, and a male voice spoke, “Hello? This is Sergeant Conroe. Who
is this?”

“Hey, it’s Spider-man. You can come in now. All the criminals are rounded up and the hostages
are safe,” Peter responded.

The other man immediately replied, “Wait, Spider-man—”

Still not on the best of terms with New York’s Finest—the few beat cops he’d befriended
notwithstanding—Peter hung up, disregarding the exclamation of the other man on the line before
it went dead. He double checked that all the baddies were secured before making his way back to
the hostages. The lot appeared scared but with no obvious signs of injury. “You guys ok?”

“Thanks Spider-man,” said one of the women, echoed by a few others in the small crowd.

“No problem. Hang tight, the police should be here any minute,” Peter assured them. He
proceeded to leave the same way he got in, sneaking unseen out the back of the building.
Retrieving his bag from the helpful gargoyle, Peter checked the time on his phone; he could still
make their reservation if he hurried. Just as he started swinging back uptown, however, he heard a
cacophony of approaching sirens, the sheer volume of which portended the necessity of his
involvement. With a sigh, Peter set off after them.
*****

And thus the rest of Peter’s evening proceeded the same way, handling one disaster after another
as the criminal element of New York conspired to ruin his date night. It wasn’t even a full moon,
Peter reflected bitterly after having to chase and subdue a naked knife-wielding loon through
Central Park before he caused any harm. By the time he had more than a few minutes to do
something more complex than catch his breath, it was one in the morning. Perhaps it was just as
well, as Otto had been preoccupied as well tracking the movements of the tech smuggling gang.

Hunched on the corner of a high rise, Peter took his phone out to text Otto.

Did u eat yet?

After only a few moments, his phone buzzed with a response.

No, I’m just finishing up here. I’ve found a new location.

Peter smiled fondly at the reply. He was slowly breaking Otto of the habit of texting like a boomer,
but it was certainly endearing. Trying to come up with alternatives to their long ago missed
reservation, it occurred to him that the late-night shawarma place Tony liked might still be open.
He texted the suggestion to Otto, who approved the choice.

Mercifully, the lull held as he made his way to the restaurant. Peter changed out of his suit on an
empty rooftop just above it before dropping to the street below, feeling exhausted, dirty, and
thoroughly unattractive; his shirt and jeans were even more rumpled than before from being stuffed
in his backpack. He ran a hand fruitlessly through his hair to tame it as he walked toward the
entrance, with little success. So much for trying to impress.

Otto had beaten him there, and was already waiting for him out front. The older man had clearly
fared better, appearing largely unruffled in a dark shirt and slacks with the ever-present coat over
the actuators.

Peter greeted him with a tired wave. “Hey.”

“Peter, are you alright?” Otto asked, concern apparent in his voice.

Peter shook his head. “It was kind of a rough night.”

Otto’s frown deepened. “I can see that.”

Really in need of a hug, Peter took the leap and stepped forward to embrace the older man, who
returned it readily. Peter held him tightly for a long moment, inhaling the rich leather and spice. He
could’ve spent all night cocooned in the other man’s warmth if it weren’t for the gnawing hunger
in his belly. As they drew apart, Otto bent down to kiss Peter, really only a brush of their lips
against one another’s, but the implications of the small gesture were far greater. Granted, the street
was practically deserted, and the few passers-by scattered about paid them very little attention, but
Peter still counted it as a public display of affection initiated by his paramour.

They went inside the otherwise deserted restaurant, Otto’s hand pressed lightly to the small of
Peter’s back, and Peter basked in the warmth of it. After they put in their order, Otto brushed off
both his attempt to pay and intention to wait with him for the food. Relenting without much
resistance, Peter slumped into a booth in the corner, enjoying the chance to sit down for the first
time in hours. He was a bit surprised when Otto came over to set one of the beers he carried on the
table in front of him.
“Seemed like you could use it,” Otto explained as a reply to Peter’s inquiring look, going back to
the counter for their order.

Peter sipped at the carbonated alcoholic beverage experimentally; it wasn’t as hoppy as the craft
beers Otto often kept in the fridge, rather smooth with almost a sweet taste. In between being both
Spider-man and an incurable nerd, he hadn’t drunk much. One beer couldn’t hurt though. He took
another swig, enjoying the loose heat suffusing his limbs as he leaned back against the hard plastic
bench.

His companion returned shortly with a tray full of food—the chicken with extra chili sauce Peter
had ordered, Otto’s lamb with beef, and a plate of fries piled so high it defied gravity. Otto
encouraged him to focus on eating, going over what he’d found in low tones as Peter practically
inhaled his meal with only a little shame. Apparently, Otto had discovered some sort of nightclub
that appeared to be a front for the real headquarters of the smuggling ring. It might finally be the
key they needed to bring down the operation.

At the conclusion of his tale, Otto hesitated for a moment before adding, “There was something
else odd…”

Peter swallowed the large bite of food he’d taken. “What?”

“Have you ever seen a female vigilante dressed up like a cat before?” Otto asked, expression
uncertain.

Peter emptied the last of the ketchup bottle over his half of the fries. “Like a cosplay thing?”

Otto’s thick brows furrowed. “Cosplay?”

“People dress up as sci-fi or fantasy characters and go to conventions,” Peter explained, popping
one of the ketchup-drenched fries in his mouth and washing it down with another sip of beer.

Otto’s eyebrow raised. “She tasered a would-be rapist in the balls. Would this be considered
normal ‘cosplay’ activity?”

Peter almost snorted beer out of his nose, coughing and sputtering for a moment, waving off Otto’s
concerned look. “No, definitely not,” he admitted once he regained the ability to breathe
unhindered.

“On my way here, I saw what appeared to be an inebriated young woman struggling to fight off her
attacker outside a bar. Before I could intervene, another woman dressed in a black and white cat
costume showed up and kicked the shit out of him. She was quite efficient,” Otto remarked with
more than a hint of approval.

“Huh. That is odd,” Peter responded, trying to think if he’d ever seen anything similar. “No, I
haven’t come across anyone like that before. I’ll have to keep an eye out.”

Otto nodded, then inquired, “So, what were you up to?”

“It started with a hostage situation and just went down from there,” Peter lamented, dropping his
head. He was startled by the sudden presence of an actuator in his lap.

“Stop that,” Otto hissed, glancing at the worker at the counter, who—utterly absorbed in her phone
—could not have displayed any less interest in the odd pair.

“No, it’s ok,” Peter smiled down at the tentacle mostly hidden by the table and patted it on the
 head. “Thanks Moe.”

Otto grumbled good-naturedly but let the actuator stay. The intelligent machine snuggled up into
Peter’s hand, almost purring as he petted it while they finished their meal. Peter felt the oppressive
weight of his evening’s burdens gradually lift. It wasn’t the date he’d planned on, certainly, but he
was going to call it a success.

Chapter End Notes

Took a little longer than I was hoping to get this out. Thanks as always for the
comments and kudos!
 Chapter 16
Chapter Summary

“Are you absolutely sure you want to do this, Otto? We can still try something else—”

Otto smiled behind his newly fashioned mask at the concern in the boy’s voice,
apparent even through the earpiece built into it, though Peter wouldn’t have been able
to see his expression regardless from his perch atop the building overlooking the alley.
It had taken quite a lot of persuasion on Otto’s part to convince Peter to go along with
his idea, so the last-minute hesitation on the part of the latter was not unexpected.

Chapter Notes

With time slipping away

I can't say what I'll do...
You got nothing to say
When I tell you who's who...

Cos' I'm the big bad wolf

(What you say)
I'm the big bad wolf
(What you say)
I'm the big bad wolf
And I'm blowing down your neighborhood

I'm gonna huff and puff and blow your house down
I'm gonna huff and puff and blow this house down
~The Heavy, Big Bad Wolf

See the end of the chapter for more notes

“Are you absolutely sure you want to do this, Otto? We can still try something else—”

Otto smiled behind his newly fashioned mask at the concern in the boy’s voice, apparent even
through the earpiece built into it, though Peter wouldn’t have been able to see his expression
regardless from his perch atop the building overlooking the alley. It had taken quite a lot of
persuasion on Otto’s part to convince Peter to go along with his idea, so the last-minute hesitation
on the part of the latter was not unexpected. They needed a way in that wouldn’t result in the outfit
destroying anything useful in the location before scurrying away like roaches to someplace new—
which had happened the last few times they tried this—and Otto deemed it to have the greatest
likelihood of success. “It’s alright, Peter. We agreed this was our best option. I’ll let you know if I
need your help.”

“Ok,” Peter relented. “I’ll be here. Signal if you need anything. And please be careful!”

“I will,” Otto murmured. Making no effort to conceal his approach, he strode purposefully toward
the entrance to the club with mask and goggles in place, actuators tucked under a coat, which was
incongruous in the early summer heat but an uncomfortable necessity. Midday as it was, no patrons
were present, only a single bouncer lounging around front, but Otto suspected a great deal more
were stationed inside. The guard was at least six inches shorter than him and a third of the mass at
most but puffing his chest out like a peacock as he leaned with exaggerated insouciance against the
wall next to the doors beneath the tacky neon sign.

Otto halted a few paces away. “I have a proposition for your boss. Is he in?” he inquired in the
cold, low timbre of his former self that was easier to replicate than he’d like to admit.

The arrogant little shit spat on the ground between them before demanding, “What’s the
password?”

With a sigh of irritation, Otto commenced his his attack; two of the actuators snaked out from
underneath his coat, Larry grabbing the gun from the bouncer’s holster at his hip and crushing it
into a useless ball of metal while Harry snapped the spike concealed within his claw toward his
face, stopping just short of the man’s wide, terrified eye, close enough that the tip of it would be
touching the lid if he blinked.

“Let me through or I’ll make you eat your own eyeball,” Otto said pleasantly. “How's that for a
password?”

His adversary froze, barely breathing in his state of paralyzed shock. Within a few moments, the
doors opened, emitting a half a dozen more armed men who spread out in a tight half-circle and
immediately trained guns on him, a security barrier slamming down just after their exit. They bore
energy weapons of considerable power, which made sense considering the tech they apparently
had access to. The tentacles not holding the bouncer at bay rose up to attack positions behind Otto,
assessing the threats and formulating countermeasures faster than he could blink. He was grateful
for the enhancements he’d added recently with Peter’s assistance. It would be irritating to have to
fight his way inside, though Otto had a hunch he wouldn’t need to.

“I just want to talk,” Otto intoned, addressing the cameras flanking the doorway rather than the
men holding him at gunpoint. Silence reigned for a short time, broken only intermittently by the
pathetic whimpers of the hapless bouncer he still held at skewer-point. The stalemate ended when
the guards received some sort of command conveyed over their earpieces to step aside but didn’t
lower their weapons. With a sardonic nod toward the camera, Otto released his prisoner, who
promptly collapsed in a pitiful heap, forcing him to step around the stricken thug in distaste. The
wary group escorted Otto through the building, past the dormant dance floor which would be
packed in a few hours, and up a set of stairs in the back leading to what turned out to be an office
overlooking the place.

Flanked by his hostile retinue, Otto stepped into a large room filled with more guards—mostly
men in cheap suits—surrounding a figure he recognized from the security footage sat behind a
large, centrally placed ornate desk, clearly in command of the ensemble.

Otto had run into him during one of his earlier raids before he’d met Peter. Of medium height and
build, the man was almost nondescript save for the scar at his temple almost hidden by his dark
hair and unfortunately distinctive prominence of his forehead, the combination suggesting some
sort of injury or surgery. The latter also seemed to be the source of the ridiculous nickname Otto
had gotten from one of his sources.

“Nice little club you’ve got here, Hammerhead,” Otto intoned, not bothering to hide sneer the
moniker prompted.
The other man leaned back in his chair, unruffled. “So kind of you to drop in. What should I call
you by the way? Ock? Mr. Octopus?”

Apparently in this universe he’d lost the honorific he spent half a decade obtaining, Otto thought
ruefully. His qualifications were not a matter of public record here, after all. He hated the damn
name but he wasn’t about to workshop an entirely new set of inane sobriquets just to appease scum
like this. “Ock will suffice.”

The mob boss steepled his fingers in front of him, still broadcasting a relaxed, confident air.
“Alright then, Ock, you put a bunch of my men in the hospital, cost me a shitload of money—tell
me why I shouldn’t have my guys gun you down right here and now?”

Otto raised an eyebrow. “You’re welcome to try. It hasn’t worked out very well for you lot before.”

Hammerhead snorted derisively, but there was a calculating look in the man’s pale blue eyes.
“Now you wanna what? Team up?”

“In a manner of speaking, yes,” Peter had stepped up his efforts at hassling the gang, being as
disruptive to their operations as he could in order to make Otto’s offer of cooperation as appealing
as possible.

“How do we know he’s not working with the cops? Or the Spider?” One brave soul spoke up from
a corner of the room behind him.

Otto kept his attention focused on the leader but had Moe swivel to glare at the offender with a low
hiss. He laughed darkly. “Do I look like a fucking superhero to you?”

There was no further objection, so he continued, “It seems to me our energies would be better spent
fighting a common enemy than quarreling with each other. Spider-man is a more substantial threat
to both of us. You have a pest problem. I need access to certain materials you seem to have at your
disposal.”

“What for?” Hammerhead countered, leaning forward in his chair.

“The details of my work do not concern you,” Otto dismissed.

“They do if you’re planning to blow up the city with me in it,” the other man retorted.

Otto shook his head. “That is not currently on my agenda.”

Hammerhead scoffed, “And I should just take your word for it?”

Otto affected a bored condescension. “Even if I gave you access to my research, frankly I’m not
sure you’d be able to comprehend enough of it to make a difference.”

The mob boss shook his head with an incredulous bark of laughter. “Cocky sonofabitch, ain’t ya?”

Otto shrugged, not bothering to deny the accusation.

“You think you can take the insect?” Hammerhead inquired with palpable skepticism.

Otto ignored the impulse to correct the other man’s terminology to the proper phylum of Peter’s
namesake. He tilted his head to the side as if in consideration, snapping Larry’s claws shut with a
clang that made a significant portion of his audience jump. “I have before.”

A short young man with irregular bone spikes projecting from every inch of his considerable
amount of exposed skin stepped forward from the shadows behind the boss’s chair. Otto’s eyes
narrowed. This had to be Peter’s assailant, there couldn’t possibly be that many individuals with
osteoblastic powers out there. At least, Peter hadn’t suggested it was a common occurrence. The
crowd pulled back to hug the walls of the large room, leaving a wide empty circle around Otto and
his challenger.

The punk drew closer, pulled a dagger-sized hunk of bone from between his ribs, still slick with
blood, and began tossing it up and down in a show of machismo that Otto supposed was meant to
intimidate him. Peter had been right; it was thoroughly off-putting. “We don’t need your help,
asshole,” the youth drawled.

“I see you have the position of side show freak filled, but I was offering more along the lines of
actual security,” Otto sneered at his would-be competition.

“Fuck you old man!” the mutant spat, hurling the weapon at Otto’s head.

Otto was more than ready for the attack, batting it aside easily and sending it clattering to the floor
somewhere behind him. “Is that all you’ve got?” he retorted, deeply unimpressed.

With a roar, the younger man pulled a larger arc of bone, almost sword-like, from his back as he
lunged for Otto. Anticipating the mutant’s move, Otto brought two of the tentacles up to block the
weapon. The organic blade was no match for the vibranium-titanium skin of the actuators,
shattering into pieces and spraying bone shards about the room. The mutant stabbed at him with
the still-lethally sharp broken hilt as he rolled by, which Otto again deflected easily as he turned to
keep his assailant in front of him. Jumping to his feet, the youth drew two more jagged scimitars
from his back, twirling them theatrically with a smirk before leaping forward once more to slash at
Otto in a series of complicated moves that looked impressive but posed little real threat.

Rolling his eyes, Otto parried the dual attacks as his opponent flipped and dodged around the room,
dancing just out of his reach. When one of the replacement swords broke, the punk sent another
fistful of razor sharp spikes toward Otto’s head, forcing him to duck down behind the protective
coils of one of the actuators.

Tiring of the tedious game, Otto plucked the gangster out of the air mid-somersault with a sudden
strike, Flo snagging him in her claw which was then swiftly followed by Moe wrapping more
securely around him. By way of retaliation, the mutant hurled curses and more sharp projectiles at
him until Otto caught each hand with the other actuators and let their jaws clamp down. Growling
at his opponent suspended in the air in front of him, Otto twisted the latter’s arms in ways they
were not meant to move, resulting in a series of horrific crunching noises and dissolving the
expletive-laden insults into shrieks of pain.

The thorns projecting from the man’s skin did little to deter the actuators from their task, barely
scratching the alloy as they were snapped off while the tentacles wound tighter around their prey.
The man’s spiky ribs buckled in on one another under Moe’s coils while Harry and Larry bent his
arms further back, effectively shattering them into pieces. Perhaps he needn’t have gone this far,
but when he looked at his opponent, he couldn’t shake the image of Peter’s pale, anguished
expression when he was sewing him back together. A not insignificant part of him—with
wholehearted agreement from the actuators—desired to tear this creature to pieces though he knew
Peter wouldn’t want it. It wouldn’t take much more force to pull a little harder, rip him apart for
what he’d done to the boy. He’d killed before for far lesser infractions than this cur had committed,
he’d hurt Peter, his Peter—

Otto shook his head minutely. Peter expected him to be better than that. He would not violate that
trust. It didn’t mean he wasn’t going to use the opportunity to inflict as much pain as possible short
 of killing him, however.

“I’m pretty sure I can break your bones faster than you can regrow them, shall we find out?” Otto
snarled, seeing the first hints of fear through the pained anger in the other man’s face. The mutant
kicked in desperation at Otto, who then submitted his legs to the same treatment with even more
fervor, wrenching them free from the sockets and snapping them like twigs in several places.
Oddly, he could feel the man’s body try to repair itself, but his powers were no match for the sheer
strength of the machinery taking him apart. The younger man labored to free himself to no avail,
his struggles weakening by the second.

“Enough,” Hammerhead interjected, having watched the proceedings dispassionately up until now.
“You made your point.”

Otto released his prey with more reticence than he wished to acknowledge, who was dragged away
by his compatriots to lick his wounds, whimpering softly and leaving a not insignificant trail of
blood behind him. Otto focused his attention on the mob boss once more.

Hammerhead nodded toward him, appraising him with a shrewd expression. “What are your
terms?”

Otto smirked. The man was clever, and clearly didn’t trust him a bit. That was fine, Otto didn’t
need him to.

Chapter End Notes

I fully intend on finishing this story despite the slow updates (sorry!) and I appreciate
all the comments and kudos. Thanks as always for reading!
 Chapter 17
Chapter Summary

“Come on, dammit,” Peter swore as he tried to make the fitted sheet stretch to one
corner of the bed while securing the adjacent corner with his foot without ripping it by
accident. He’d lost more than one set of linens that way before, sadly. With the twin,
he could hold down two sides at once so they didn’t slip out but he’d quickly found it
impossible with his new purchase. He was on the verge of webbing the sheet in place
when he was interrupted by a familiar deep voice.

Chapter Notes

So here I am, I'm trying

So here I am, are you ready?
Come on, let me hold you, touch you, feel you, always
Kiss you, taste you, all night, always
~Blink 182, Always

See the end of the chapter for more notes

“Come on, dammit,” Peter swore as he tried to make the fitted sheet stretch to one corner of the
bed while securing the adjacent corner with his foot without ripping it by accident. He’d lost more
than one set of linens that way before, sadly. With the twin, he could hold down two sides at once
so they didn’t slip out but he’d quickly found it impossible with his new purchase. He was on the
verge of webbing the sheet in place when he was interrupted by a familiar deep voice.

“What’s all this?” Otto stood in the doorway with a bemused expression, the towel draped around
his neck suggesting he’d made use of the cobbled-together outdoor shower they built on the roof.
Peter had been so engrossed in his task he hadn’t even noticed Otto’s arrival home.

“I—uh—bought a new bed,” Peter gulped, feeling unaccountably nervous but excited at the same
time. After copious research, he’d managed to find a sturdy frame and durable yet comfortable
mattress with Otto in mind. He wanted it to be a sort of surprise, and hoped Otto would like it. The
queen-sized bed took up most of the room, but they didn’t need the space for anything else
anyway.

“I see,” Otto raised an eyebrow but grasped the other three corners of the sheet in a tentacle each,
and together they were able to easily complete the task he had been struggling with. Peter added
the top sheet, then placed the new pillows he’d acquired at the head of the bed for good measure.

“Try it out with me?” he suggested, grinning as he hopped up on the bed.

Otto emitted a knowing snort but joined him after tossing the towel in the hamper, maneuvering
himself onto the bed via the tentacles with a great deal more dignity. Stretched out beside him, the
big man still dominated the space, his mass pulling Peter in, though he wasn’t exactly resisting it,
hands smoothing over the broad chest in front of him as he drew closer. Otto had taken to wearing
tank tops under his coat with the warmer weather, and the way it framed his torso and shoulders
proved to be a new weakness of his. Otto likewise enfolded him into a loose embrace, fingers
drawing random patterns up and down his spine.

Settling next to Otto, Peter’s focus was drawn to details of the older man’s features—flecks of
amber in the dark brown of his irises, the slight crook of his nose, the wrinkles at the corners of his
eyes. “Hey,” he murmured.

“Hey,” Otto echoed with amusement, lips quirked in a soft grin as he stared back at Peter.

Snuggling closer, Peter took advantage of the proximity, bringing his hands up to Otto’s face. The
beginnings of a beard prickled under his palms as his mouth moved over the older man’s; the kiss
was slow and sweet, as if getting reacquainted with the taste of one another. Feeling the smooth
metal of the tentacles join Otto’s arms in wrapping around him, pressing him into the latter’s large
frame, Peter sighed happily. Otto answered with a hum.

It wasn’t until they separated, however, that he noticed just how tired Otto looked. The older man
had risen very early, and departed well before the time Peter usually set his alarm for. He vaguely
remembered being roused from sleep and Otto’s apology for leaving him on the couch by himself
before slipping back into unconsciousness. Later on, he had been disappointed to wake up alone
even though Otto had warned him of the unusual schedule he’d have for the morning.

“How was your day?” he asked.

Otto sighed heavily. “Exhausting. I pretty much unloaded an entire cargo ship myself.” The
actuators concurred with tired clicks.

Peter frowned. “Weapons? Some sort of contraband?” He trusted Otto’s judgment with this sort of
gray market work but it still prompted concern.

Otto chuckled. “Seafood, if you can believe it. A bunch of high-grade tuna and the like which was
going to spoil. Something about equipment and staffing issues. The guy paid triple but it was a
pain in the ass.”

“Huh,” was the only reply Peter managed, a bit nonplussed. “Can you take it easy for the rest of
the day?”

“Sadly no. Hammerhead—” the disdain Otto felt for the man was encapsulated in the emphasis he
put on the name, “requested my presence for the pickup tonight.”

“Why don’t you take a nap? I can make dinner in a bit,” Peter suggested.

“Just for a few minutes,” Otto conceded, letting his eyes drift closed.

Grinning at the minor victory and planning on letting him sleep as long as possible, Peter carded
his hands through Otto’s dark hair in soothing motions, which after a recent trim tended to stick up
a bit when pushed back from his forehead—not as curly as it was before, but still thick. Peter
thought it adorable, though to be fair there probably wasn’t much Otto could do that Peter wouldn’t
find attractive. Not having yet found a barber willing to overlook the substantial hardware coming
out of his back, Otto had used the actuators to do it himself, which proved to be a fascinating
process to watch—particularly how seriously they took the task. At one point, two of them seemed
to get into an argument over the length they were to remove from the sides of Otto’s head which
the latter had to intervene on. They wouldn’t be winning any stylist awards, but the results were
serviceable.
Gradually, the older man’s face relaxed in sleep. Careful not to wake him, Peter turned and began
slipping out of the embrace to retrieve his phone on the bedside table, intending to set an alarm to
give him time to heat up some leftovers before they had to embark on the evening’s tasks.

Almost immediately, however, he found his progress halted by the actuators pulling him back into
Otto’s chest with affronted chitters. Still mostly asleep, the older man’s burly arms came around to
secure him there, nuzzling at his neck in a deep rumble before drifting off once more.

“I was just getting my phone guys, jeez,” Peter complained with little heat.

Flo retrieved said device from the bedside table and handed it to him with an admonishing chirp.
He programmed the timer for an hour and gave it back to the tentacle, which returned it to the
nightstand then joined the others in curling around him protectively.

Soon enough, he was once more encompassed by warmth and thoroughly entwined in the grip of
both man and machine, and couldn’t be happier about it. He rested a hand atop Otto’s splayed over
his stomach, and took the nearest of the claws in a loose grip with the other, deciding to close his
eyes for a little bit as well.

The bed was already proving to be a great investment, he thought before joining Otto in sleep.

*****

Peter combined the liquids from each flask he held into the beaker in front of him, absently
observing the resulting precipitate forming from them. A lot of the material they were covering in
the class was a repeat of what he’d taken in high school, especially the labs, and his thoughts
tended to wander—oftentimes, to Otto. On this occasion, it was to what they’d done last night after
he got back from patrol. Otto had fucked him from behind for the first time at Peter’s embarrassed
but eager request. They were steadily working their way through the shamefully long list of ‘twink
gets destroyed by older man’s monster cock’ porn videos Peter had bookmarked.

Otto was quite accommodating, of course. Although he seemed to enjoy himself well enough each
time, the older man never requested anything from Peter; while it felt unbalanced somehow, Peter
wasn’t certain how to address it. This was only his second real relationship (tall, sarcastic nerds
were clearly Peter’s type) and MJ hadn’t hesitated to express herself. When it came to other things,
Otto was quite forthright, but this seemed to be an exception. The ambivalence didn’t diminish the
sublime feeling of Otto’s mass pressing him down into the mattress, his cock hitting so deep at the
different angle. It might be against superhero code, but overhearing Otto use that tone of voice
pretending to be Ock when he beat the shit out of the bone-knife guy made him horny as hell.
Since then, Peter was fixated on the idea of Otto using the tentacles to bind him—captivated by the
thought of the living metal wrapped tightly around him, hands secured behind his back, getting
bounced up and down on the older man’s dick, forcing him to just take it as he was used for Otto’s
pleasure. He lacked the courage to voice the desire thus far, however, and wasn’t sure whether
Otto would be comfortable with it.

The buzzing of his phone interrupted his somewhat inappropriate musings. It turned out to be a
message from the man he’d been fantasizing about. Otto had found a less-dilapidated warehouse
with power, water, and an intact ceiling to rent, which was excellent news. They could keep the
shipping crate hideout as a backup.

“Hey, earth to Peter!” A hand waved in front of his face.

He turned toward the lab partner he’d struck up a tentative friendship with. The pretty girl giving
him a very pointed look of mock exasperation shared most of the same classes with him, and
they’d bonded over being newcomers joining midyear, whereas most of their peers had already
formed friend groups.

“Sorry Felicia,” Peter apologized, setting his phone off to the side and flipping through his
workbook to the page he should’ve been on.

“That text from your girlfriend is probably super important, but we have four more of these double
replacement reactions to get through,” Felicia sniped, a grin undercutting her snide tone. Her low
tolerance for bullshit, biting sense of humor, ever-readiness with a quip, and easy confidence
reminded him of MJ in a way that surprisingly didn’t hurt.

“I don’t have a girlfriend,” Peter mumbled, a blush spreading over his cheeks. That was true; he
had a big DILF mad scientist with robot arms instead, which was objectively better.

“Whatever, loverboy,” she teased, rolling her eyes.

They worked in a comfortable silence for a few minutes amidst the dull roar of clinking glass and
murmured conversation of those around them engaged in similar pursuits in the lab, Peter rushing
to catch up to her; he combined the next set of chemicals and willed the exothermic reaction to go
faster. “Can I borrow that beaker?” he inquired, wanting to get a head start on the remaining set
while he waited.

“Here. I’m done my half anyhow.” Felicia passed it over, taking back some of Peter’s dirty flasks.
She then stood, gathering up the used glassware and carrying them over to the sink at their table to
be cleaned. “Do you have a partner for that econ presentation yet?”

“No, you?” Peter replied, using the thermometer to stir the liquids together with one hand as he
measured out powder into the clean beaker with the other. He’d been procrastinating on the
assignment—ways businesses adapted over time—as he was dreading the group work aspect of it.

“Nope. Wanna team up?” Felicia asked, rinsing the containers with the cleaner and scrub brush,
looking over to him with a hopeful expression.

Peter nodded. “Sure. I didn’t sign up for a topic yet though.”

In truth, he’d rather not do the one on Stark Industries for obvious reasons, but didn’t want to have
to explain why.

“I picked Dunkin’ Donuts. Is that too boring?” Felicia bit her lip in an uncharacteristic display of
uncertainty.

“Works fine for me,” Peter replied, relieved. “I can’t do tonight, but maybe we could meet up
tomorrow or later this week to go over it?

She beamed at him. “Sounds great!”

“I can get the rest of that,” Peter promised, nodding at the remainder of the dirty glassware, feeling
guilty in slacking off and leaving his partner with more of the work.

“Okay,” she conceded, sitting back down next to him. Felicia leaned over to him in order to start
copying his half of the results into the equations on their worksheet in much neater handwriting
than his scribbling. “Did you do anything fun over the weekend?”

Peter shrugged. “Not really, just studied and worked. You?”

 She grinned. “I got the new Zelda game.”

“How is it?” Peter asked with a touch of jealousy, mixing the last set of compounds together. He
hadn’t played any video games in a very long time. Maybe they could afford the indulgence of
getting a used system. He made a mental note to talk to Otto about it.

“It’s no Ocarina of Time, but it’s pretty good.” Her grin grew sly as she added, “Way better than
Marjora’s Mask at least.”

Peter gasped in feigned outrage. “Blasphemy!”

“How many times do I have to tell you—if you’re gonna base an entire game around a gimmick, at
least make it a good one,” Felicia declared haughtily.

Peter retorted, “Strong words from someone whose favorite game series is just one big gimmick,
Miss I-bought-a-giant-Snorlax-plushie-too-big-for-my-apartment—“

Felicia sputtered, waving her pencil at him in a fit of mock pique. “You did not just say that—”

Their good-natured quarrel soon devolved into an argument over the artistic merits of remakes,
which got especially heated on the topic of Final Fantasy Seven .

Times like this, Peter really missed Ned, feeling a pang of longing for the friendship he’d lost.
They used to while away hours talking nerdy pop culture minutiae as if it was the most important
thing in the universe and playing countless games of Smash Brothers—which occasionally ended
in thrown controllers and insults to each other’s progenitors but were quickly made up again. He
put the thought aside, instead focusing on laying out the evidence which would tilt the debate in his
favor.

Chapter End Notes

I feel like I am perpetually apologizing for the long wait in between updates, but I
really do appreciate everyone who's stuck with this fic. As always, comments and
kudos are greatly appreciated!

End Notes

Marked underage for cautionary reasons, as Peter-1's age is estimated to be 17-18 post-snap
by the events of the movie.

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