Disclaimer: Marvel owns 'em all. Not me. We're all clear on this, right?

Author's Note: To answer a question from my reviews, no, I don't have any plans to use cameos. The problem is, if I do a cameo for one person, it'd only be fair if I let everyone else who wanted a cameo to have one... and considering the surprising amount of readers that I'm getting, that could be complicated. Or a cameo could be done badly since I really don't know anything about any of you, and I'd offend the person in question. It's better to be safe than sorry. And I only have about two more chapters planned, anyway. But feel free to imagine yourself as any of the fangirls in the fic! And I must say, I'm surprised by the reaction to this fic. No one has even considered the tentacles to be female? I mean, I naturally think of them as male, too, but I can't believe that everyone thinks that way!

How Do I Love Thee...

Three – Oedipus Complex

Dr. Otto Octavius hadn't thought it was possible for his life to get any worse. He'd lost his wife, his life's work had failed him, he had back problems due to the massive set of tentacles fused to his spine, and he'd gone from being a scientist with dreams of helping humanity to a mad man who had nearly destroyed New York. He thought he'd hit rock bottom.

Wrong. Not only had all the women within a mile's radius of him gone insane and... and mauled him in a fit of lust, but now it seemed his women troubles had just taken a turn for the worse.

How can you be female? You're machines. Your personalities are nothing more than programs. You have no gender!

You are evading the question, father. Do you find those women prettier than us?

Would you rather they be with you, instead of us?

The noise below him grew louder. Otto glanced down, swallowing nervously when he realized just how many of those screaming banshees were below, and here he was being held up by just one tentacle which, if he didn't answer their questions to their satisfaction, would release him and send him to his death. Or worse. But what could he say to prevent that? He could tell he hadn't been far off base when he'd told the tentacles they'd sounded like jealous teens with crushes... Somebody up there hates me... Was it the whole 'power of the sun in the palm of my hand' line? I know it was a bit pretentious, but was it worth this punishment?

Father... The tentacles sounded impatient.

Well, at least he could answer their last question truthfully.

Believe me, I would far rather have you attached to me than a bunch of screaming, crazy, desperate women.

And what about the rest of it, Father?

There's something that I need to explain to you. But not right here... Can we get out of here before those women rip me to pieces? Something which I know you would never, ever do. He held his breath, waiting for the tentacles' response. Below him, one of the women had found a step ladder. It didn't look like it would reach him, but Otto wouldn't be surprised if they all suddenly developed spider powers and started crawling up the walls after him. That was just the way his luck was running.

There was silence in his mind as the tentacles withdrew to discuss this. Fortunately, when they weren't hampered by his slow human mind, their 'long' discussions usually lasted for only milliseconds.

They didn't need to tell him what they'd decided; after a few seconds, the tentacles lurched into motion, taking him away from the screaming horde below. We are not finished with this, Father, they warned. Otto wasn't looking forward to the impending discussion, but at least they were moving away. The tentacles wasted no time in clambering up the side of the building, then neatly launching him onto the rooftop of the next, and the next... He heard the tentacles mutter something about how slamming their faces into the brick couldn't be good for their looks, and how they wished they could slam the following women's heads into the walls... but he ignored them. At least they were leaving the women behind. The sound of the screaming had dwindled to nothing by the time the tentacles halted atop a building several blocks away from the ESU campus.

Otto used the opportunity to examine the tattered sleeves of his coat and the scratched flesh underneath. He winced when he saw a deep wound near his elbow where someone's eager nails had ripped a whole chunk of flesh away. "What happened back there?" he asked no one in particular. "They just... they just all went nuts!"

Perhaps it has something to do with this, one of the tentacles said. It pulled out the Daily Bugle it had snatched earlier and stuffed into one of his coat's inner pockets. Otto frowned, wondering what lies Jameson had printed now.

He could only stare at the words that took up half of the Bugle's front page. This... has got to be some sort of sick joke! 'DR. OTTO OCTAVIUS SURPRISE CHOICE FOR MOST DESIRABLE MAN IN NEW YORK,' screamed the headline. There was a photo of himself that he vaguely recognized as having appeared in some scientific journal before his experiment had gone wrong; had he ever really been as happy as he looked in that photo?

"If I had known you were alive, Doc, I might have tried to persuade Jameson not to pick you," a voice said from behind him. Otto didn't have to turn around; he knew the wall-crawler was the only one who could have found him up here.

"You're all heart," Otto growled.

"Hey, I wouldn't have wished that mob on my worst enemy," Spider-Man said. He circled around until he was standing in front of Otto, carefully keeping out of the tentacles' range.

Otto stuffed the Bugle in his pocket. "Oh, is that what I am?"

"Dr. Octavius, I didn't mean... I mean, you did help back at Pier 56... Hey, did you know you're bleeding?" Spider-Man quickly changed the subject.

"That hadn't escaped my notice," Otto said dryly, holding up his arms.

"Actually, I was referring to that scalp wound... I think one of those women ripped out a handful of your hair."

Otto probed his scalp, wincing when he found the wound. He had a horrible image of the woman who'd gotten him there waving his hair about like some Native American showing off a scalp taken from an enemy. "One question, Parker: Why me? Why the hell would the Bugle staff choose me? Did they know I had plans for today? Was this some twisted new method of stopping a crime?"

"The staff doesn't pick; the women of the city do, and you won by a landslide. I read some of the letters they sent. They see you as some sort of tragic, tortured figure who could be healed by their love." Spider-Man shrugged. "Then you have the women who just love a bad guy."

Otto just stared. You have got to be kidding me... "Or it could be the fact that you run around the city all wild-haired and shirtless, like some sort of romance novel cover model," Spider-Man continued. "Albeit a retired cover model whose let himself go."

Otto decided to let that last go for the moment. "I'll have you know," he said stiffly, "that finding clothing that suits my needs is nearly impossible. I'm not dressed like this by choice."

The tentacles had been avidly paying attention to this conversation. It is a good look for you, Father. And if you lost a little weight...

...maybe let your hair grow out a bit...

...and tights! Pretty, pretty green tights...

No tights! Did that last electric shock fry your circuits or something?

But they look so good on Spider-Man. You can really see his bu-

You are so not finishing that!

"Er, um, Doc? You have this really, really weird expression on your face."

Otto blinked. He wondered how long Spider-Man had been standing in front of him, waving his hand in front of Otto's face. "At what point did my life get so surreal that I'm getting fashion advice from a guy in tights and a bunch of mechanical tentacles?"

"They give you fashion advice?" Spider-Man asked. Then he shook his head. "Don't answer that. Look, we need to get you out of here before more women see you and start another riot. C'mon, I'll escort you back home."

"So you'll be able to see where my lair is? How stupid do you think I am, arachnid?" Otto snorted. He wasn't that desperate; now that he knew what to look out for, he wouldn't be caught unprepared again.

"It's your funeral, Doc," Spider-Man said, shrugging. With a flick of his wrist, he shot out a line of webbing and, almost faster than Otto could see, was hurtling through the air, quickly vanishing from sight.

That was too easy... No way Peter would give up like that.

You think he is going to follow us, Father?

Most likely.

Can we kill him if he does?

Otto was suddenly struck by how disturbing it was to hear what sounded like a bunch of teenage girls casually discussing murder. No. He may follow us, but he did help us escape from those women, and much as it pains me to admit it, I am grateful for that.

They took a zigzagging path to the abandoned warehouse, with one tentacle keeping an eye out for Spider-Man. Halfway there, the sentinel alerted Otto that the wall-crawler had been spotted.

Time for evasive maneuvers, he said. The tentacles immediately climbed down the side of the building that had served as their last perch, into a narrow alley. Now, he just had to find an entrance to the sewers. It wasn't his preferred method of travel, which was why he'd put it off until he knew for certain that Spider-Man was following them. There wasn't an entrance in the alley, but there should be a manhole close by.

With that in mind, he stepped out of the alley... and realized the events of the day had ruffled him so much that he hadn't even though to look to see where he was, or how many people were out and about.

He realized his mistake a second too late. The 'where' was a strip of clothing and accessory stores lining both sides of the street. And as for how many... well, at least one of the stores must have been having a sale, because there was a huge crowd of women in 'aggressive female shopper' mode, a madness similar to that of 'shopping on Christmas Eve' mode but with more screaming, biting, and clawing.

And, of course, they'd found out about this sale by seeing the advertisement in the morning edition of the Daily Bugle.

"Hey! Isn't that that Dr. Octavius guy the Bugle was talking about?"

So much for sneaking out of there unnoticed. Run. Fast. Get me out of here! The tentacles were slow to react, however; their attention had been caught by the mannequins displayed in the nearest window. Oooh, pretty...

Now is not the time! The women were all becoming aware of his presence, and while they hadn't surged forward en masse yet, it was only a matter of time... "Yeah! It is him!"

"Think he'd go out on a date with me?"

"Not if I get to him first!"

Otto decided not to wait for the tentacles to react; he needed to get out of there, now. So he ran, painfully aware that he hadn't really done anything so strenuous since the tentacles had started doing things for him. Wow, I really am out of shape...

Something soft landed on his head, and bright pink lace obscured his vision for a moment until one of the tentacles pulled it off. If he'd had breathe to spare, he would have choked when realized it was a bra. So now women were throwing their purchases at him! At least, he hoped this was newly purchased; he'd hate to think someone had ripped theirs off to throw at him.

Oh, neat! What is it?

He made it back into the alley. "Let's go," he began.

"Why? You brought this on yourself, Doc," Spider-Man said, neatly landing on the ground beside him. "I offered to help you, but... hey, why is one of the tentacles wearing a bra?"

Otto blinked; while he'd been running, the upper right tentacle had slipped its head through the bra straps, and the slinky garment had slid halfway down the tentacle's sinuous length and looked as if it had become tangled in the segments.

"So, what was it you were saying about helping?" Otto asked. His glance flickered to the alley's entrance, where the women were warily watching. Good; they were smart enough at least to stay out of a potential fight.

"Well, if you agree to turn yourself in, I'll help you get through this day alive."

"Turn myself in?" Otto's eyes narrowed.

"You can get help," Spider-Man pleaded. "You don't have to live like this!"

Otto pretended to consider this as he watched one of the women tentatively enter the alley's mouth. Another followed behind her. Suddenly, a rather malicious idea came to him. "No, Spider-Man! Leave me alone! Don't hurt me!" he screamed.

"Wha-?" Spider-Man began. Then whatever ability he had that seemed to warn him of danger kicked in, and he turned around just as the women closest to him began to hit him with their purses. Otto would have given one of his flesh and blood arms to see the expression on Peter's face as the women piled on him, screaming things like, "I never liked you, Spider-Man," and "How DARE you try to hurt our Ockie?!"

He took that opportunity to run, and this time, he didn't bother with evasive tactics. He didn't think Spider-Man was going to be getting away any time soon.

XXX

All he wanted to do was to crawl under his blankets, curl up in a little ball, and stay that way until this whole horrible thing blew over. Unfortunately, before that happened, he needed to have The Talk with tentacles.

He really, really wished he could just throw himself into the Hudson river and spare himself the embarrassment.

"We need to talk." Otto spoke aloud; he always did, when he was alone. He felt he needed to hear a voice that wasn't in his head, even if it was his own voice.

Yes we do, Father.

He took a seat on the edge of his bed, and the upper left tentacle rested across his lap as he struggled to disentangle the bra straps from its segments. He could actually feel the actuator's disappointment at this.

"You see, I feel very strongly for you, but I think of you as my children." Damn, the thing was stuck pretty good; an elaborate Gordian knot of satin spaghetti straps. He really didn't think he had the energy to figure out. And since there were several delicate wires in that area, cutting would be an arduous task.

So? Does that make you love us less than those women?

Love? They're taking this really seriously... "No, it means I love you differently. You're suffering from an Oedipus complex; your feelings are natural, but you must get over it."

He could feel the tentacles' puzzlement. What do buildings have to do with love?

Now it was Otto's turn to be puzzled. "Oh," he realized, "not 'edifice,' it's 'Oedipus.' An Oedipus complex. It's a term taken from an old story about a king who was told a prophecy that his son would bring ruin to him, so he sent the boy, Oedipus, away. Oedipus grew up not knowing about his royal roots." He could feel the tentacles growing bored with his story, and wondered why he even bothered explaining things to him. "To make a long story short, Oedipus went on to kill his father and marry his mother." The killing bit perked them up. "So an Oedipus complex is when a child loves its parent, to the point of hating anyone of the opposite sex it sees as a rival for its affections. And that is what's happening with you." He pushed the tentacle off his lap, deciding to tackle the problem of the bra later. "You have to understand that, because you see me as your father, I can't return your affections."

Well, there were a lot of other reasons he couldn't return their affections, but he really didn't want to go into those. Just thinking about them made his brain hurt.

The tentacles were silent for a long moment. We must consider this, they said finally.

"Good. Can you be quiet about it? I haven't gotten any sleep since yesterday, and I really, really need to lie down." The tentacles mumbled affirmatives. "Wake me in an hour." With that, he pulled of his coat and collapsed face down onto his bed.

XXX

The tentacles obediently woke them an hour later by poking their cold metal pincers into his ribs. He groaned and tried to bury his face into his pillow, but the tentacles were most insistent.

Have you thought over what I told you? Otto asked.

Yes we have, Otto.

It took him a moment for his sleep-fogged brain to realize that something wasn't right. Wait... what did you just call me? He slowly pushed himself up from the mattress. Why did you just call me by name?

One of the tentacles thrust itself in front of his face, followed by its three "sisters." You are our father in that you created us, but you are not our father in the sense you were speaking of. Because we are not your flesh and blood, there is nothing wrong with our affections.

Otto barely heard what they were saying; his attention was focused entirely on what the actuators had done to themselves while he was napping. All four of them had large pink bows tied behind their pincers. Are we pretty, Otto?

Otto closed his eyes and let his face fall back on the pillow.

To be continued...