A/N: I was re-watching Spider-man 2, and I was struck by the look Otto has when he turns and looks at Spider-man for the last time. So my muse gave me this little drabble.

My hands are shaking, and the terrible choking grip of fear clutches at my throat.

I am ashamed of my fear.

Not only do I fear the blinding death the artificial sun behind me promises, but now, I fear myself. I can almost feel the weight of my own evil acts pressing down on my merely flesh-and-blood shoulders.

Or is that these...creations of mine?

Whatever it may be, it is almost too much to be borne; but I only need bear it for a few more steps.

A few more steps. Steps I desperately don't want to take.

I...don't want to die.

You don't have to, Father.

No, I...

I turn...and Peter is still standing there, still unmasked, still vulnerable.

Father...

I know that if I say I cannot, he will go to his death in my place.

I see this in his eyes...but I am a monster, and he...he is a hero. It is better that I should die; what life could I have after what I've done? And he is so young...

And it is my responsibility. I must go.

Remember me, Peter, I want to say, but the words won't come. Remember me, not as the monster these actuators have made me into, but the man I die as.

Remember me as your friend.

He can't hear you, Father.

I know.

But maybe he doesn't need to hear me. He nods almost imperceptibly; he can see my last wish in my eyes.

My last wish.

I turn from him; I turn towards the blazing hell that is to be my death and order the actuators to traverse the few steps they — and I — have remaining.

Remember me.