Disclaimer: The movie, characters and dialogue of Spider-Man 2 all belong to Sony, Marvel, and a host of other people. I'm just playing with them a little.

A/N: Thanks, all, for the kind reviews of the first part. I hadn't planned to continue telling this story from MJ's point of view, but a nice reviewer said that she would like to see more. I had an idea for another episode and another flashback, and so I wrote it. Telling the story from MJ's perspective appeals to me for some reason, although I'd prefer to do it in a non-linear way (hence the flashbacks). I tried this time to cut down on MJ's stream of consciousness thoughts and I also tried hard to make this chapter something more than simply a rehash of stuff from the movie (although it is fanfiction after all, so a bit of a rehash can't be avoided). I may go back and fix up the first part too; thanks for the constructive, if slightly distressing (lol, serves me right for asking for it), criticism. As before, reviews, praise, constructive criticism, are all most welcome. Enjoy!

Memories and Revelations

Part II

MJ was sitting at a table in her favorite little Deli, waiting for Peter. A young oriental waitress had just brought her a cup of double spice chai black tea to drink, and MJ picked it up and took a nervous little sip. She was early, which was probably foolish; it was only 11:45, and she'd told Peter to meet her at 12:15. Given Peter's record of chronic lateness, she knew she could be waiting alone for 45 minutes or even an hour. But when she'd woken up in the morning, she had felt so restless that she couldn't bear to sit around her apartment. It was starting to feel as though she were waiting for the rest of her life to begin, and MJ was not the sort of girl who liked to wait around, hoping stuff would happen to her. No, she liked to go out and make things happen, which is why she supposed she'd called Peter last night. It was why she was sitting here now, too, instead of being out running errands for her wedding as she should be, or remaining in her apartment alone stewing.

Thinking over the events of the previous evening, MJ once again allowed herself a small, secret hope that things between her and Peter would be different this time. How many times, in the last year and a half or so since they'd become friends, had MJ tried to get close to Peter, only to find him pulling away for some unknown reason. What made it so strange was that Peter didn't seem to want to pull away. He always did so with an air of great reluctance, and with a pained look of longing in his eyes. She thought about the last time that they had talked, really talked, the night of Peter's birthday.

"Hey," called out MJ, as she watched Peter take out his aunt's garbage and put it in the trash can. She realized that she hadn't hung around so late only to visit with her sick mother. No, she'd been secretly hoping to see Peter alone. What else was she waiting for, sitting on her back step after her parents had gone to bed?

"Hey," said Peter in a tone of surprise and delight. "You're still here." He put the lid back on the trash container and approached the fence between their back yards. MJ couldn't help thinking that he looked as cute as ever in his grey vest and black high-collared coat. She stood up, smoothing out her pretty, pleated skirt, and came towards the fence herself.

"I saw your billboard on Bleeker," Peter commented with his sweet smile, visibly happy for her. Suddenly this encounter was reminding MJ eerily of another one they'd had two years ago in the same place. That night, which seemed like only yesterday, Peter's wholehearted support of her dreams had heartened her immeasurably. Now it felt strange, and a little wrong, that the person who'd first encouraged her, who'd first believed in her success, was only able to view it from a distance.

"Isn't it weird?" she said with a wry, self-deprecating grimace. "I'm kind of embarrassed."

"Don't be," Peter replied in a husky voice, still smiling. "It's nice. I get to see you every day now." His gaze was deep and warm.

Well, wasn't that interesting, thought MJ. All at once she found herself as excited as a schoolgirl at this glimpse inside Peter. He was always forgetting their infrequent dates -- she hardly saw him any more -- she'd almost begun to fear that he didn't care about her at all. Now she welcomed with relief the reassurance that he thought about her sometimes. She was even a bit surprised at how happy it made her. Peter could still say the sweetest things, things that made her feel like she was the most important person in the world.

A silence fell, pregnant with unspoken possibilities, as were most of the moments they had shared over the years. MJ felt an ever-increasing longing to close the distance between them and touch him. "I liked seeing you tonight, Peter," she affirmed softly, drawing near enough to him that even in the darkness she could see the vivid blue of his eyes.

"Oh, boy, yeah," Peter said earnestly, almost as if he couldn't help himself. His eyes were full of heartfelt emotion, and MJ's chest squeezed tight as she gazed at him in the moonlight. Something sprang to life between them: a suppressed yearning that was as powerful as a magnetic pull. The very air itself seemed heavy with it.

MJ wished desperately that Peter would put into words what they both seemed to be feeling. Or maybe she was just kidding herself – maybe the longing was all on her side. She hoped not. She tried prompting him, "Oh, boy, yeah ... what?" Unconsciously, she took a step nearer to the fence and leaned on it, her eyes fixed seriously upon him.

"Uh ... nothing." But his eyes told a different story. They rested on her face, as though they liked nothing better than looking at her.

"Do you want to say something to me?" MJ whispered hopefully, still mesmerised by his eyes.

Peter hesitated. He looked at her with an emotion which so closely resembled love that she found herself trembling with anticipation. "MJ... I..." She hardly dared to breathe.

"I... was wondering if... if you're still in the Village."

That wasn't at all what MJ had wanted to hear. Maybe she had just been kidding herself, like always. Her face dropped in disappointment. "You're such a mystery," she sighed. Peter said nothing, but just looked at her with a sad expression that, oddly enough, exactly mirrored the sadness in her own heart.

Prompted by an impulse that she couldn't identify, MJ reached out to him, caressing his face slowly and finally cupping his cheek in her hand. It was warm and smooth, and she never wanted to stop touching it. "Peter," she whispered.

He gasped involuntarily at her touch and closed his eyes. When they opened, they were again riveted to her face. "What?" he whispered back.

The air between them was charged, and MJ thought for a minute about telling Peter ... what? There was so much that she wanted to say, but she couldn't find the words ... and anyway, maybe he wouldn't want to hear them. But she was full to the brim with tumultuous emotion; she thought she might burst if she didn't say something ...

"Happy Birthday" said MJ at last, wanting to say so much more, but finding these pale words the easiest to get out.

The most frustrating part of spending time with Peter was that he was so confusing, MJ thought, sipping her tea again. He always gave MJ mixed messages. One moment, he would gaze intensely at her as though she were the only woman on earth, and the next moment his face would take on a pained and distant expression, while he avoided her eyes and backed away. It was almost as if there were two Peter Parkers.

Her favorite Peter Parker was still the same awkward, earnest boy who had followed her with adoring eyes all throughout her school life, who had been mostly tongue-tied in her presence, but who would occasionally, unexpectedly, come out with a perceptive comment that pierced her to the soul. This was the Peter that she had stupidly ignored for years, until she had grown up enough to appreciate him. Then, she had fallen in love with him for his kindness and goodness, for his quiet strength and insight. The other Peter Parker was a more recent creation, a flighty absent-minded guy who never seemed to be fully present, who didn't seem to know what he wanted, and who always seemed to be tied up in knots with some unspoken, secret sorrow. This Peter irked the hell out of her, but after her revelation of the previous evening she now had to admit that she loved him too – even though she also wanted to take hold of him with both hands and shake him until he let go of his secrets.

MJ wished that a more ordinary man – say, like John, for instance – could evoke the same powerful feelings inside her that Peter did without even trying. But, no, as her little experiment of last night showed, she obviously preferred the screwed up neurosis, the combination of angst and sweetness, that was Peter Parker. Maybe it was because she was screwed up too. If that were so, it would hardly be surprising given how messed up her home life had been, with an alcoholic father dominating the house, and the constant, strident fighting between her parents.

Or maybe there was just something about the way Peter looked at her, as if he really, truly saw her, Mary Jane Watson, all the way down to her core. She thought she could see down to his core too, see the sweet, sensitive boy that he had once been, and still was, sometimes. Whereas with John – she didn't know what kind of boy John had been, and she wondered now if she should be more interested in knowing.

"Hiya."

MJ looked up when she heard a cheerful, familiar voice.

Carrying his coat in front of him, Peter was coming up behind her, heading straight through the maze of tables and chairs. She glanced back at the clock on the wall. Incredibly, he was early: it was only five to twelve. Things were getting off to a very promising start, she thought, watching him hang the coat on the back of the wooden chair facing her, and sit down gracefully. Her heart fluttered at the sight of him. As Peter gave her one of his warm smiles, she thought he looked incredibly cute in his taped glasses and threadbare navy wool sweater, which she suspected from the old-fashioned design of the collar was one of Aunt May's creations.

"Surprised?" MJ asked eagerly, unable to keep a nervous little tremor out of her voice.

"Very," he admitted, clasping his hands on the table in front of him.

"Thanks for coming," she said, smiling skittishly.

Peter seemed to pick up on her nervousness, because he helped her by getting right to the point. "You said you needed to see me," he remarked gently. "Everything O.K.?"

She struggled against all the feelings of hope, fear and excitement that were coursing through her: "You might say so," she said with a giddy, agitated little giggle. Oh, boy. Why did this date feel worse than the most difficult audition she'd ever had? She tried to call on her acting abilities to appear calm, but she couldn't quite rid herself of the little tremor in her voice. "This is funny ... I'm not really sure where to begin," she confessed shyly, then took a deep breath. No use beating around the bush – she plunged right into what she had to say. "You know how our minds play tricks on us sometimes?"

"Tell me about it," he replied with a wry little chuckle.

MJ was encouraged. "Well ... mine did a real number on me." She gave another giddy little laugh, meeting his intent blue eyes. They were steady and reassuring. She felt heartened by the fact that he was there, and by the way that he was listening to her, smiling fondly at her slight giddiness and looking right at her with his clear, direct gaze.

"Some part of me heard what you had to say after the show that night," MJ went on bravely, "... that you were different ...but ..." She thought over the history of the last 18 months or so, which had been drawn out and torturous. She knew she was risking her heart again, and she could only hope that it would survive. MJ continued earnestly, "I didn't want to listen. I was afraid to trust you ..."

Suddenly Peter was looking down, refusing to meet her eyes.

Breathlessly, MJ forged ahead, "But I've been thinking about it ..." She was starting to smile with joy at the thought that they were finally going to be open with each other ...

At that moment, Peter interrupted her. "Listen, there's more for me to say." He raised his eyes to her face almost apologetically, stating quietly and hesitantly, "I ... maybe rushed into things. I thought ..."

Oh no. MJ couldn't believe it. Her stomach seemed to fall into her shoes. "Wait a minute. What are you saying?"

Peter looked unhappy but resolute, "I'm saying I ... uh ..." He seemed to be having difficulty getting the words out at first, but then, all in a rush, he said, "I thought I could be there for you, Mary Jane. But I can't." He shook his head with a defeated air, his eyes sad. "My mind was playing tricks on me too."

More than anything, MJ was sick of the uncertainty, of the way that the two of them always seemed to be dancing in circles around each other. In spite of her freshly aching heart, she decided to pin Peter down once and for all. "Do you love me?" she demanded, "Or not?"

There it was again, that intense, tender look in Peter's eyes, pulling her in, causing her to hope against hope. "I..." As he spoke, she caught her breath, drowning in his eyes, and trembling as she waited for him to complete his sentence.

"... don't," finished Peter reluctantly. But although he was saying one thing, his eyes were still saying another. Perhaps he realized that they were betraying him, because he looked down at the table again.

"You don't." said MJ flatly, disgusted with both herself and him. Why did they always wind up deadlocked in the same stalemate? Tears rose in her throat, but she swallowed her pain and set her jaw, keeping her eyes on him. A year and a half ago, in the cemetery, she'd been too crushed, too choked with tears to question Peter about his rejection of her. That had been a mistake, she now realized. She had sensed somehow that he wasn't telling her everything, that there was some mystery behind his words, but she'd been too upset to challenge him then.

This time, she was determined to find the answer to her questions. In one respect, her little kissing experiment of last night had been successful. No, she hadn't awakened in herself the feelings of passion for John that she'd initially hoped she would. Instead, unwittingly she had uncovered deep feelings for Peter that she had buried. Now maybe, just maybe, if she kissed Peter again, she could figure out what he was hiding or force him into a self-disclosure. She readied her counterattack.

"Kiss me," whispered MJ insistently. Nothing like an ambush for getting results.

"K-Kiss you?" said Peter in a tone of trepidation. She noticed that he was looking at her mouth with fascinated, almost fearful eyes.

She pressed her advantage. "I need to know something," she went on, in a low, intense voice. Their eyes met, and she could feel the electricity of their connection sparking between them once more.

"Just one kiss," MJ repeated softly, lightly resting her hand over his. Then, for an instant, she caught sight of John's ring, and saw Peter glance down at it too. It winked at her like an eye, but she pushed the unwelcome reminder out of her mind with action, leaning far forward in her seat and invading Peter's space. Her eyes drifted shut as she readied her senses for the delicious, overwhelming assault that always accompanied Peter's kisses ... or rather, his one kiss; what was she thinking? ... pursing lips that were already starting to tingle in anticipation.

But instead of the long-anticipated burst of sensation, the Village Deli suddenly exploded around her in a tempest of tinkling, jarring, terrifying noise.

Through the grinding, jangling crash of metal into glass, MJ was astounded to feel something powerful grip her tightly around the shoulders and waist, lifting her right over the back of her chair. Then she was sailing through the air, wrapped securely in someone's arms, her face buried in someone's – Peter's, she realized belatedly in wonder – chest, her body pressed firmly against Peter's surprisingly lean, hard one. Somehow he turned them in the air so that he hit the ground first, cushioning her fall with his vigorous frame. Although she landed with a severe jolt, all she felt beneath her clutching hands and trembling body was the firm muscles of his chest, covered by the soft wool of his sweater. Then, just before something incredibly massive, dark and heavy passed directly over them, Peter shoved her smoothly off him. He pushed her swiftly to one side, simultaneously stopping her motion and holding her body down with a strong arm underneath her while pressing his own body flat into the floor. A stinging shower of glass swept over them, and she heard another deafening crash, accompanied by the discordant sounds of buckling, tearing metal and splintering wood.

A very long second later, the cacophony of noise ended. Before MJ knew where she was, Peter had pulled her lightly to her feet, with one hand resting gently on her right arm and another hand on her left elbow. He released her abruptly, and they both looked behind them at the ruined bakery counter. MJ was amazed to see a car, a black Saturn, rocking slightly as it rested on its roof. It had obviously been the massive object that had smashed through the window and taken out all the furniture in its path, ending by crushing the counter. She couldn't for the life of her imagine how a car had managed to crash into the Village Deli sideways, and land upside down on its roof. Realizing that the car had nearly flattened the two of them along with their table, she shook inwardly. It was a miracle that she and Peter had survived the crash.

Peter swiveled suddenly toward the shattered front of the Deli, searching the street with his eyes. Immediately after he did so, a distant, heavy thud shook loose some plaster and dry wall fragments, which showered down around them. An earthquake? wondered MJ, turning to face the street herself, completely puzzled and disoriented.

A second later, there was another rhythmic thud. This one was accompanied by more dry wall fragments raining down on them, and the distant sound of shrieks and shouts out in the streets.

A third massive thud echoed ominously in the background, sounding nearer and shaking loose yet more plaster. As it resounded, this time MJ could see a small crowd of screaming people come pouring into the intersection, some of them tripping and stumbling in their haste, and most scattering in different directions as soon as they turned the corner.

Bewildered, shaken, and beginning to be more than a little frightened, MJ only then noticed that Peter was standing straight and tall beside her, tense with readiness. He seemed somehow to understand the meaning of those strange loud sounds – or at least he appeared calm, quiet, and expectant as he heard them, with none of the flustered confusion that she was experiencing evident anywhere in his demeanor. "What's happening?" MJ gasped, now very frightened indeed.

Peter didn't respond to her at all, but instead looked down the street with an extremely focused, penetrating gaze, apparently seeing something that she couldn't off in the distance. A few more thuds reverberated thunderously, and suddenly MJ realized with horror what Peter was seeing. She could just make out a fast-approaching and fantastic-looking apparition. It looked, dear God, it looked just like an enormous and unwieldy spider balancing on long, spindly metallic legs. It moved up the street rapidly and mechanically, like something from a science fiction movie.

MJ stood paralyzed beside Peter as the creature, or person, or whatever it was strode purposefully towards them, each jarring step shaking the ground more and more noticeably the closer it came. A second later, a middle-aged man wearing a leather trenchcoat and sunglasses used the long, three-toed metal arms, which were coiling about him like snakes, to step over the wreckage of the front wall of the Deli, and stand in front of them.

"Peter Parker!" exclaimed the man with a chilling smile, in a weird parody of the sort of greeting you'd give an old friend.

How does this freak know Peter? wondered MJ, before she had a sudden illumination, perceiving that this wacko must be the one whom the Bugle had dubbed Doc Ock, the former Doctor Otto Octavius. Hadn't Harry and Peter been talking about him at the birthday party? She had to admit she hadn't paid much attention to them at the time, nor had she followed the steady stream of stories that were printed in the Daily Bugle about this "Doctor Octopus" after his accident. Not that it would have mattered if she had, since no one had been able to get a clear picture of Doctor Octavius now that he had four extra limbs.

"And the girlfriend!" Doc Ock added in delight, a sadistic smile stretching across his face.

In reply, Peter's voice, sounding hard with strength and anger, demanded, "What do you want?"

As he said this, MJ registered the surprising fact that, although she hadn't even noticed him move, Peter was now somehow standing protectively in front of her. MJ couldn't see his face any longer, but the unyielding, resolute stance of Peter's body spoke volumes, and she knew he must be levelling an equally hard look at that car-throwing maniac. This was the kid who used to be picked on every day of his life, all the way through school? thought MJ distractedly. She was impressed by Peter's apparent fearlessness in confronting this creature, because she herself was feeling utterly terrified.

Meanwhile, Doc Ock raised a thick black eyebrow at Peter's tone of voice. Then one of his coiling tentacles shot across the room, grabbed Peter brutally by the neck, and yanked him several feet forward. MJ cried out in shock at the violence and incredible rapidity of its strike.

"I want you to find your friend Spider-Man," Ock ordered, pulling Peter even closer to his face. "Tell him to meet me at the West Side clock tower at three o'clock."

"I don't know where he is," Peter protested in a choked voice. Despite everything, though, he seemed anything but helpless to MJ. Although his feet were dangling off the ground, she noticed that his body still appeared tense with anger and pent-up energy.

Doc Ock used one of his tentacles to pull his sunglasses delicately off his face. MJ could see him fix Peter with a cold glare. "Find him...," Ock said emphatically, indicating MJ with his eyes. That instant, MJ realized with horror that two of those coiling arms had surrounded her, and were extending their curving claws over her. There was nowhere she could go.

"...or I'll peel the flesh off her bones," Ock finished, snapping the pincers of the remaining tentacle behind Peter twice to punctuate his point.

"If you lay one finger on her..." Peter said angrily, a dark promise lurking in his strong young voice.

"You'll do what?" Ock jeered, obviously unimpressed. With that, he casually tossed Peter into the back wall of the shattered café with so much force that part of the roof began crumbling down onto him. MJ cried out the sight of Peter's spread-eagled body, head thrown back, arms and legs splayed out helplessly, slamming into the brickwork behind him. The impact shook the already-weakened structure, so that more and more debris from the floor above toppled down onto Peter, burying him alive in several inches of rubble. Biting back a scream, MJ took a frantic step towards him, hoping to God that Peter was alright ... that he had somehow survived that avalanche without injury.

But before she could take even one more step in his direction she froze at the sight of a menacing, sinister smile on Doc Ock's face. At the same moment she felt a thick rubberized cable wind tightly around her waist, lifting her off the floor. Then she screamed in earnest.

End of Part II

A/N: By the way, does anyone happen to know what MJ's mother died of in the comics? I can't remember. If no one remembers, that's okay -- since I'm playing in the movieverse, I may just invent my own serious illness for her.