"You look tired, Parker!"

Peter straightened from his crouch, glaring down at the man that had meant everything to him. "Not tired," he corrected, and even he could hear the hatred boiling just beneath the surface. "Just hurt." He readied himself, gaze focused on what would be Otto's centre of balance. "I loved you, you fool!" He pounced forward, slamming into Otto and forcefully tearing the both of them off the building.

And they fell, fell, fell, the world slowing and halting around them –

tears stung in Peter's eyes.

He'd loved him.

And just as abruptly as that realization had set in, one of Otto's tentacle arms slammed into Peter and the world turned black.

Consciousness slowly bled back to him. Slow, ever so slow – the sense of pain that tore through him first, then his vision, blurred and darkened by his glasses.

He hurt in places he didn't know could hurt – for Christ's sake, what was this?

Otto rolled over from his back to his side and promptly vomited.

He groaned, wiping the back of his glove-clad hand across his mouth. It came back bloodied.

At the sight of the blood the memories of the previous happenings flashed before his inner eye. His own thoughts failing, trapping him inside the broken mind of a criminal –

oh, God.

He'd tried to kill Spiderman.

He'd tried to kill Peter.

He shifted onto his knees, frantically looking around for some sign of life. A fire alarm was blaring somewhere and there was broken glass on the ground –

and there, over by the other wall, lay Peter motionless in a pool of his own blood.

Otto's heart threatened to stop at the sight. For a brief moment he couldn't hear, couldn't see, only felt the terrible guilt and shame threatening to choke him.

Then Peter's chest rose with a shuddery breath.

"Peter," Otto whispered, and as though his very name had released him from iron-grip restraints he stumbled to his feet, the three arms still intact hovering hesitantly in the air behind him. He crossed the room in three quick steps, then fell to his knees beside Peter, hands fumbling for his wrist, his throat, anything to signal a heartbeat –

he stopped dead at the sight of the two deep stab-wounds, stark against the dark armour capsuling his shoulder.

Otto had caused this.

Peter couldn't go to the hospital or his identity would be revealed –

Good thing Otto knew how to heal a thing or two, then.

steeling himself Otto reached for Peter with the remaining arms, picking him up as gently as he could with two of them. He then cradled him against his own chest with the support of one of his actual arms, freeing one of the mechanical ones.

Otto cast a last look over his shoulder – at the destruction his creation had wrought – and without further ado he swung out of the nearest shattered window, going for the cover of shadows in a back alley.

Peter woke up to the most thundering headache ever. Not to mention the fact that it felt like boiling lava had been poured directly into his veins.

He forced his eyes open. He couldn't remember if he'd been brought to the hospital or not – or what had happened with Otto, or where he'd be if he wasn't at the hospital.

He had never seen that roof in his entire life.

Where on Earth was he?

Peter turned his head to the side, then tensed, sitting up abruptly despite his body's complaints.

Otto Octavius was standing on the other side of the small room, fiddling and tinkling with some glass bottles. The tentacle arms writhed behind him.

"Doctor," Peter said, his hands balling into fists on top of the thin blanket thrown over him.

Otto threw him a quick glance, then looked back to the glass tubes, swishing some pale blue liquid around. "Calm down, Parker," he said. "Had I wanted you dead you would have been already."

Peter doubted that, but okay. "Where are we?" he asked coldly. "What are you doing?"

"My apartment," Otto said, putting down the glass tube and turning to the other table. Peter stiffened. He had his back turned to him, now – this was his chance to destroy Otto before Otto could destroy him – and then Otto turned back around, slowly moving over to Peter's bed and placing a glass of water down on the bedside table. "And I was just about to ask you if you wanted an ibuprofen."

"Uh," said Peter, cursing his own hesitancy. "Yes. Please."

Otto hummed, a small smile on his lips as one of the tentacle arms swept through the room to bring forth a familiar plastic box. "Always so polite," Otto mumbled, shaking a pill out of the box and placing it next to the glass.

He wasn't wearing his glasses, Peter realized, his eyes unobscured and flashing with an echoed kindness. "Strange," Peter said, picking up the ibuprofen and swallowing it without any water. He didn't trust that it wasn't poisoned. "That a kind man like you should turn to such destruction."

Otto looked away. "That wasn't me," he said quietly. The tentacle arms on his back slowly retracted back into his harness. "I'm… sorry, Peter. For not listening. And for… well, that," he said, nodding absently towards Peter's chest. "I promise it won't happen again."

Peter looked at the man that had nearly wrecked New York, and the man he'd loved stared back.

"You really are, huh?" he asked, and for the first time since he woke up, he eased his grip on the bedsheets.

"I really am." Otto looked back, rubbing his hands together. "Peter, I need your help to fix the arms," he said, hesitantly gesturing towards his back.

Cold apprehension drenched Peter for a few brief moments. Was he not back, then? Was he still that hateful beast –

"I don't want to be like that again," Otto continued, still in that soft gentle voice, and Peter relaxed again. "Not now, not ever."

Peter smiled. "I can do that," he said.

Otto kept Peter around for a few more hours to make sure that he wasn't going to die if he breathed too hard, and then he allowed him – somewhat reluctantly, he'd admit – to leave his apartment.

After he'd gone, Otto stared at the bed he'd dragged him into when he first got back here. There were bloodstains on the sheets and the pillowcase – splatches he'd been unable to clean up in time – but that wasn't too big of a loss. He could do without a pillowcase or two. Peter's life was far more important.

He sat down on the chair by the bed again, slowly – absentmindedly – tracing circular patterns across the glass Peter had recently touched. Would he still want to work for him? After all of this, would Peter still want to be in his life?

(a flash, a brief moment, a twist and a turn –)

Otto sat up, straight and rigid.

(I loved you I loved you I loved you I loved you)

He brought a shaking hand to his mouth. A rushing, thundering sound rung in his ears.

Past tense, but –

(he'd seen it, he'd seen it, now that he knew it was there –)

(adoration and affection and the gentle touches –)

Otto lowered his hand again.

Oh, sweet Jesus.

(do nothing, his mind whispered, do nothing, you heard wrong, he lied, it was a trick, he changed his mind, it's not true.)

And after that things somehow managed to return to normal. Otto got a hesitant message from Peter asking what he planned on doing now; Otto responded that he wasn't quite certain.

Together they agreed to pretend nothing had ever happened. To return to life as they knew it; tinkering with mechanics and metal parts in a corner of Otto's – their – lab. Peter came late at times, as he always did, and Otto shook his head in amused exasperation at his antics.

(whenever the news came on Otto did most certainly not huddle by the TV, sipping a cup of coffee to calm his nerves as he watched fights between Spiderman and his foes.)

And slowly, ever so slowly, the mechanical arms were tweaked and changed and fixed. Otto said nothing as Peter worked around all the minor faults that together made the mess that got them in the situation to begin with, but he's not stupid. He knew Peter noticed the way he shook, the way he struggled to hold as much as a screwdriver.

(what he did not know, however, was the way it bothered Peter, the way Peter bent over books on the nervous system when he really should be sleeping, or how he worked until his hands were calloused and bleeding.)

And then one day, one final, fatal day, Peter gave a bright laugh. "They're done!" he said, waving Otto over. "They're done, I'm sure of it!"

Intense, boiling relief bubbled in Otto. Finally – the arms, without the illness, the help, without the disaster –

He grasped Peter's arms, and the heat radiating from him was greater than ever. "Thank you, Peter," he offered shakily.

Peter smiled, then nodded, gesturing for him to turn around so he could help him on with the harness.

He did so, and some moments later the familiar feeling of cool metal against his neck returned.

Slowly Otto turned around, moving and unfurling the arms with care.

The weight – the cold, the slight pain of the suddenness of it, the flashing brief and terrible memories of rain and thunder and fire and blood –

Otto stumbled.

Peter squeaked, rushing forward to steady him, a hand on his elbow and the other on his shoulder. "Doc! Otto, are you – "

A moment, two, and Otto forcefully pushed aside the images of blood and Peter's pale face in favor of gently patting Peter's hand with his own. "I'm fine, kid," he said, mustering a small smile. "Just a bit… surprised. Is all."

It wasn't a lie, but it didn't seem to fool Peter completely, either.

When Otto came home that day he was still shaking, but it was no longer because of his failing body.

That very same night, when he went to bed, he was relieved to finally be able to rest. He'd been a wreck the whole day, body trembling from the weight of the memories of his own actions. Never had he been in any serious physical fights before the one with Peter – with Spiderman – and he thought back to the fight with equal parts disgust and fear for what he almost became.

It was no wonder, then, that the sweet embrace of the dark nothing that is sleep was so alluring.

Except for the fact that Otto, for the first time in many, many years, had a nightmare.

He woke up in a heap on the floor, bedsheets tangled in the mechanical arms – they'd been withdrawn when he went to sleep, why weren't they anymore? – and sweat on his face, on his back, dripping into his eyes –

there were tears on his cheeks and his bedside lamp was broken, bruises already forming on his arms and chest.

Someone was banging on the door. "Mister Octavius! Mister? Are you okay?" That was the kind old lady next door – she must've heard him falling out of bed, or perhaps the lamp breaking.

Otto drew a shuddering breath and stumbled to his feet so quickly that he nearly fell back into a heap again. His glasses were on the floor beside his bed, and he hurried to put them on – noting with a grimace and wince that the right spectacle had cracked. "Ah – yes, I – I'm fine!" he called. "Just, uh… stumbled! Is all!" He held his breath, hoping that he hadn't made so much noise that stumbling seemed far fetched.

A moment's hesitation. "At three in the morning?"

Otto cursed, glancing over at the clock. It did, indeed, display a glaring 3.04AM. "Uh… yes! I was thirsty! No need to worry, go back to bed!"

Another brief moment. Otto stood still in the middle of his bedroom, fearing to breathe, fearing to move – "Well, okay, then." The soft, distant padding of feet, then a muted click as someone locked their door.

Otto exhaled, then turned around to look at the rest of his bedroom. It was a mess; curtains torn down, half the mattress on the floor, a picture frame broken in two peeking out from beneath the bed.

A slight check-in with the mechanical arms painted them as the culprit. But that was impossible – they couldn't move except if Otto told them to.

And then he remembered the nightmare.

(rain and thunder and flames; I loved you spoken in such harsh tones that it sounded far too raw, falling and falling and endless falling, trapped within a body no longer his own and he feared his own thoughts, blood on his hands and staining his clothes and he couldn't breathe for the smoke in the air–)

Otto sat down on his comforter, mechanical arms moving to tug the loose blanket around his shoulders. He shuddered, closed his eyes, breathed –

yet, try as he might, he could not hinder a few lone tears from trickling down his cheeks.

He thought it was a one-time thing.

It wasn't.

He went to work as usual, of course – he wouldn't take a sick day purely because of some bad memories. And he might've been a bit quiet, and he might've been a bit still, and he might've winced a bit every time he moved the mechanical arms any further than over his head – but if Peter noticed, he was kind enough to not say a word about it.

The second night wasn't as bad as the first. While Otto did wake up in a cold sweat sometime after midnight, nothing was broken, he had no new bruises, and he was still in bed. So he didn't think too much of it; the terror was fading away, which was only logical, really.

But then the third night came, and Otto woke up to claw marks down the walls and his bedside table tipped over, curtains shredded and comforter torn.

He did not go back to sleep, instead going to sit in the dark kitchen with a cup of coffee. He shook and trembled so much that he dared not hold the coffee himself.

When dawn came, he was still staring at the cup.

He didn't go to work that day.

A week passed with nothing big happening. The arms worked as they were supposed to – he even made Peter double-check a few times, just to make sure – and while he slept restlessly, he couldn't remember his dreams when he woke, and nothing broke.

Then one day at the lab, Otto stumbled in a cable, causing him to fall into Peter. The mechanical arms acted like they should and anchored him to the floor, but Peter had nothing of the sorts and went crashing to the floor.

(thunder and rain and his own shadow looming over Peter and for a moment there was terror in his eyes and there was blood –)

Peter gave a startled laugh, shocking Otto out of his thoughts. "You alright there, doc?" Peter asked, even as Otto took a step back and withdrew the arms. His heart beat. "Looks like you've seen a ghost."

"Ah," said Otto, brushing his hands down his chest. "Yes, I – I'm. Fine. Yes." He offered a hand to help him up, and Peter took it without hesitation. Otto pulled him up, and then there was a moment's pause –

Peter looked at him, their hands clasped between them.

(I loved you I loved you I loved you)

Otto couldn't hear for the rush in his own ears, for the loud beat of his own heart, and Peter's hand was warm in his and he couldn't breathe -

Peter let go and stepped back. He smiled uncertainly, but said nothing, and went back to his work.

That night the nightmares returned in full, in such excruciating detail that it was almost real. The water on his skin, the crackling and creaking of buildings, the heat of blood against his hands, Peter's harsh I loved you –

there were Peter's screams and his screams and blood and fear and his own shadow and Peter beneath him, shivering and scared and angry –

(you knew, and of course he'd known, he wasn't stupid, and he'd promised himself to take the secret to his grave, he'd never meant for it to end like that)

Otto woke with a shriek as he flailed out of bed. He lay at his floor and stared up at the roof, noting absently the marks on the ceiling.

He tried to focus on his breathing, but his shoulders hurt so when he drew breaths that he nearly gave up. Slowly he pushed himself to a sitting position, arms shaking so badly he barely managed only that.

There was something wet and thick on his chest.

It took a few moments to register that it was blood.

He hadn't taken off the arms since he got them back – they'd been designed to handle water excellently, and this far he hadn't really thought it necessary.

The very next night he shrugged of the harness before creeping into bed.

(helpless, he was helpless without them, old and worn and falling apart, worthless –)

His back was surprisingly light, but his heart heavier than ever.

He struggled to fall asleep, and when he did, he still had nightmares. They weren't the same, but still similar – dreams where he fought Peter, but the arms stopped working and he was falling, falling, Peter staring after him in cold hatred – dreams where he could no longer move his wrists, elbows, shoulders – dreams where he couldn't do anything as simple as picking up a mere pencil to write with.

Dreams that always included or ended with Peter giving him a disgusted look before turning his back.

Otto woke up in a different kind of cold-sweat, and while he was still in bed and everything was as it should be, he had never felt more terrified in his life.

It was barely 2 in the morning, but he couldn't go back to sleep after that – neither with nor without the mechanical arms. He eyed his bed with disdain and went once more into the kitchen, looking for a clean cup.

The dreams would stop soon.

They had to.

They didn't.

Otto never was the kind of man to deny his own needs. He'd always prioritized his bodily needs (except for when he was in the middle of a project and time bled away, of course) – if he wasn't in shape, neither would his creations be.

He neglected all that now. A sickening feeling wormed around in his stomach whenever he looked at his bed – and it coiled and pressed and threatened to make him vomit whenever the thought of sleep grazed his mind. He caught glimpses of rest here and there – once in the shower, a few times while typing on his laptop, another while he was cleaning the living room. Never for long – only an hour or two at a time, at most. Nightmares or nausea woke him before that.

How he even managed to survive more than a few days was a mystery, to be quite honest.

Every day the bruises around his eyes got more prominent, darkened in color, his skin more drawn, hair more tousled and dry. He focused less and less on his hobbies, did only the most necessary, couldn't quite listen when people talked to him.

Then he almost poked his eye out on a screwdriver while working in the labs, waking with a start, and Peter slammed the cables he'd been holding onto the table. "Doctor Otto Octavius," he said, and if Otto hadn't been as sleep deprived as he was, he might have felt a bit intimidated at the underlying anger. "What is wrong with you?"

"Nothing," Otto said, forcing his voice to stay light even as he reached for something to do with his hands. He ended up fingering with a stray piece of metal. "Nothing at all, Parker. I'm completely fine."

Something told him Peter wasn't quite believing him – and that he was currently standing with his hands on his hips. "You are not." He moved closer, and though his voice was stern, the hand that pushed on Otto's shoulder was not. He tried to avoid Peter's accusing expression, but when he looked away Peter only grabbed his chin and turned him back. "You look like shit, Doc!"

Despite being in quite the uncomfortable situation, pinned in place by Peter's worried eyes, Otto managed a dry, "Why thank you, Peter. I spent a long time on it."

The hand still on Otto's shoulder tightened its hold. "Otto," Peter said, and his voice had gone dangerously quiet. "You are not okay. I've never seen you like this before. What is it?"

(his voice had taken on a desperate tone, such worry and pleading and his eyes shone with guilt and concern and Otto hadn't noticed before now, but Peter's hands were shaking –)

(he couldn't say no to those eyes.)

"Just," said Otto, trying to look the other way again before Peter stopped him. "Just – problems sleeping. Is all."

Peter shifted; Otto shifted with him, unconsciously causing the mechanical arms to twitch and shift as well.

(heavy, screaming and screeching and fire –)

Otto closed his eyes. Breathed. Breathed. Breathed.

The hand on Otto's shoulder went lax. "Oh," said Peter, and it was so quiet and raw and hurt that Otto hardly believed he'd heard right. "Oh, no – Otto – " He took a step closer, and Otto winced, ready to be hit or accused or slapped or yelled at –

Peter slid his arms around his torso and stood very, very still.

Oh.

Oh.

(when was the last time he'd been hugged when was the last time he'd been touched, and oh God he couldn't even remember – )

Trembling, trembling and broken and hurt Otto gingerly returned the hug, wary of holding too tightly and afraid of not holding tight enough –

"Nightmares, huh?" Peter asked, the words muffled by Otto's shirt.

Surprisingly enough, not seeing his face made this conversation much easier.

Otto stared at nothing for a few brief moments – long enough that even he himself wondered if he was going to answer –

then he clenched his teeth and nodded. "The – the arms," he whispered. "They…"

A noise of understanding came from the back of Peter's throat. He nodded gently. "I know what you mean. Sometimes I still wake up on the ceiling."

The imagery startled a watery chuckle out of him. "Really?"

"Heh. Yeah." Peter shifted. Otto readied for him to pull away, but he didn't do that either, only moved his hands on his back, clutching a handful of lab coat. "You haven't been sleeping well, have you?"

Otto swallowed. "I… not – particularly. No."

Another brief moment in silence, and then Peter pulled back. "Okay," he said, taking a step back with a single nod. "Come on, then." And with that he began walking towards the door.

"Wh – where are you going?"

"To your apartment," Peter replied. "You need sleep."

Otto froze. He knew from experience that short naps here and there would prevent the nightmares from becoming full-grown demons, rather keeping them like nagging feelings at the back of his head, a sense of unease when he woke up –

but that wasn't the kind of sleep Peter was suggesting now. "But – "

Peter turned to face him once more, raising his eyebrows expectantly. But he must have seen something on Otto's face, for the somewhat-judging look soon melted into something soft and gentle. "Look," he said, and his voice had gone soft as well. "It's going to be fine. You can't continue like this – and I'll be with you the whole time, okay? If something happens, I'll be there." He held out his hand in an obvious invitation.

That was – sort of the problem, really – he didn't want to accidentally hurt Peter in the throes of fighting his own nightmares, but –

(flashes of Spiderman fighting foes far greater than Otto, jumping and ducking and somehow always bouncing back no matter how bruised or bloodied he became)

well, he was strong enough to watch over himself.

Otto stepped forward. Two steps. Three. A half.

And he took the offered hand, grateful at the small smile Peter flashed him before turning away and walking out the door.

(warm warm warm his hand was warm – )

Peter all but pushed Otto through his own apartment door. Then, when he shut said door, he turned to Otto with a familiar stern expression. "Now go to bed!"

"But my cloth – "

"Get undressed then go to bed!"

"Brush my – "

"Brush your teeth, get undressed, then go to bed!"

Couldn't argue with that.

Otto grumbled under his breath, but went off to the bathroom to change and brush his teeth. Despite the fact that it was barely past three in the afternoon. God, what had his life come to…

He was just about done brushing his teeth when Peter's voice came, meek and quiet, "Otto?"

Otto finished up quickly, then went for his bedroom.

Peter was standing back to him, head tilted back and eyes glued to the ceiling.

Otto closed his eyes. The arms on his back whirred and clinked when he withdrew them into the harness once more.

He'd forgotten the claw marks.

"Are those…" Peter said, trailing off at the end as his voice broke.

Otto hesitated. "I – the arms. Yes."

Peter glanced around the room. Otto followed his gaze as best he could, taking in the damage he himself had caused. He still hadn't gotten around to fixing the curtains, and the bedside table had a crack down the side after a particularly bad night. The picture frame that had broken still hung on the wall, but it was poorly taped together, and the lamp beside it was shattered.

Not to mention the numerous scratches and scrapes down the headboard and walls, of course.

Embarrassed by his own lack of control, Otto swallowed nervously, arms still whirring and twitching around his shoulders. He was fully preparing to apologize for – something, anything, everything –

but Peter turned to face him and there was fierce determination in the lines etched across his face. "I'm staying here tonight," he said, and it was so little like a question and so much like a statement that had Otto not been too shocked to move he would've found himself nodding. As it happened, he was too shocked to move, and Peter must have taken his shock to be horror, for he quickly shrunk into himself. He looked away, rubbing his neck, the determination fading. "If… if you want me to. That is."

"I," said Otto, who still couldn't quite believe his ears. "If you – want to. Yes."

Peter huffed. "Otto, I'm not staying unless you want me to. Yes or no?"

Otto opened his mouth.

"Nothing more than yes or no! I forbid you to say anything else!"

Otto closed his mouth. Looked away; couldn't quite make himself face Peter like this. "…yes," he admitted. He did want Peter there, after all – not much he could do about that wish.

Peter nodded. "Then I stay. Your bed's large enough for two."

Again Otto found himself too shocked to move, but he wiped the feeling away from himself and decided against complaining.

It wasn't exactly… what he'd envisioned. But mere minutes later, when he climbed into bed and wrapped the covers around him – and Peter, without a word, curled up against him and fit so snugly against his chest, warm and soft and a heart beating against Otto's own –

well, it wasn't hard falling asleep after that.

(and Otto dreamt, but he did not dream of storms or thunder or fire or blood.)

(perhaps he did dream of Peter, but it was not obvious – only in that familiar warmth that surrounded him, only in that gentle smell that hung in the air, only in the distant echo of a laugh.)

(and Otto dreamt.)

He's woken the next morning by birds chirping.

They've moved in their sleep – Peter is tucked into his elbow, curled up against his side, arm slung across his chest. The mechanical arms have surfaced during the night once again, but this time they've done no harm – lazily encircling the two of them, one draped across their thighs.

The metal is warm.

Otto isn't fully awake just yet – for the first time in weeks his breathing comes easily, his heart beats with no problems – carelessness swells around him like sun-warmed honey.

And as he lies there, dozing and slipping in and out of consciousness, he turns his head to look down at Peter.

Some sunbeams have wormed their way in through the shredded curtains – one of them falls across Peter's face, the other across his hair, caressing his skin and setting it ablaze.

(it is, quite frankly, the most beautiful sight Otto has ever seen.)

There's a shudder, a twitch, something pulls on something deep inside of him –

and Otto is jostled awake at the realization that he's in love.

To be so intelligent, he sure is oblivious.

"Peter," he whispers – some part of him wants answers, but there's also a part that doesn't want to disturb his sleep – he looks so peaceful and calm, nothing like the way his expressions twist whenever he's focused or angry or in pain. "Peter, wake up."

Either he's a very light sleeper or he was only dozing from before, for Peter opens one eye and glances up at him, shifting slightly with an incoherent mutter. "Whisit?"

Otto swallows, and he's not wearing his glasses so he can't see exactly what's going on – "You said," he tries, and then he has to swallow again and start anew. "You said you – loved me. When we – when I was – "

"Mmh," Peter says, resting his cheek rather than his chin against Otto's chest. "I did."

Otto licks his lips. "...past… tense?"

Peter makes a motion that's most likely a headshake. "Present," he says, and although it's muffled and distorted by his cheek being pressed flush against Otto's skin, it's clear as day. "Still do."

Otto closes his eyes, takes a deep breath –

(his heart sings his soul soars and he hasn't ruined everything –)

– and tightens his hold on Peter. He pulls him closer, curls up around him, shifts enough to press a kiss to the top of his head, and says nothing.

Peter laughs, freeing one arm to sneak it around Otto's back. "S'fine," he says. "You don't need to say anything. I know."

And still Otto says nothing, but his heart beats and it beats calmly.