Disclaimer: You know it!!!

Chapter 2: A new start

Otto slept for what felt like ages. When he finally woke up, he found that his neck was stiff and his legs were hanging off the side of the bed. "Ungh..." he said as he sat up.

You were lying in the same position the whole time

Strangely enough, it was only the first actuator that had spoken.

"The whole time...huh? ...where are the others?" He asked groggily, massaging his neck.

They are asleep... you have been unconscious for three days

"Three days?" Otto said as he picked up the actuator on his lower left, the one who spoke last and gently pried one of the prongs open to where he could see its 'eye'. He found that the light was out.

Now that you are awake, we will find Spiderman and make him pay for all of the wrong he's done to us

"...Yes" he said in the harsh voice that clearly wasn't his own. The voice that belonged to Doc Ock... not Otto.

"No...nonono..." Otto gritted his teeth as his eyebrows went to an angry scowl. "I will not be that way any more. I'm not a monster."

He killed the one you loved. He shattered your dreams

"Shut up!" He seethed.

You know it to be true

"SHUT UP!!!!"

Peter clung to the ceiling, hidden in the shadows, watching the whole thing. He had basically been by and checked him every day. By now the other actuators had awoken and were clicking their claws in confusion. "So the upper left tentacle was the one who overtook his mind." Peter thought.

Otto threw the door open and flew down the hall, skidding to a halt just outside of the corridor, sending shards of glass skittering across the floor. In just a few long strides, he managed to cross the large room to his work desk. Peter slowly crawled out of the hall and onto the ceiling of the larger room. Otto brushed some dusty papers off of the oaken desk, opened the drawer, and took out a small box. Opening it, he took out a tiny chip encased in clear plastic and some extremely tiny circuit links. Peter watched him take a pair of tweezers and place each link onto the end of each circuit.

Otto, what are you doing?

What in the hell is that?

What in God's name are you doing?

No, Don't!!!

"I'm taking back my life!!!" He said sharply as he reached back and tore the remains of the original chip off of the top of the spinal connector. He jammed the new inhibitor chip into the socket.

Power surged through his mind. The Actuators shrieked out loud and in his mind. Otto gritted his teeth and dug his nails into the desk.

What? NOOO

AAAHHHH!!!

The other two never had a chance to say their piece.

Silence flooded Otto's mind. His skin was on fire, however his left side felt cool. He opened his eyes weakly to find that he had fallen out of the chair and was now lying on his side on the stone floor. He rolled onto his back and began laughing hysterically.

Peter cringed as he listened. It was the laugh of a madman and it made his skin crawl. Peter crawled along the ceiling until he was right above Otto. "He looks so different." He thought as he stared down at him. It was true. He didn't look anything like the man he had met the day before the accident. His hair was a lot blonder and his skin was so much darker. His face was so much thinner and his cheekbones were clearly visible. "There's something more, but I can't put my finger on it." Peter thought.

Otto had already gotten back up and walked back to his room. Peter climbed silently to the bedroom ceiling and watched. Otto had reseated himself on his bed. This time, he had a picture of Rosie in his hands. His shoulders drooped. "Peter you don't need to hide anymore. I know you've been here the whole time." He said in a cracked voice.

Spiderman dropped from the ceiling in amazement. "How?"

"Simple... you breathe too loud." Otto said turning his gaze back to his lost beloved.

Peter couldn't believe it. He had practically held his breath most of the time, there was no way he could've heard him. "How did you survive?" He asked as he pulled off his mask.

Otto shrugged, "I don't know," he paused and sighed. "But these things told me that they swam me out." He nodded towards the actuators that lay limp on the bed. Peter eyed them suspiciously, then noticed Otto staring wide-eyed at his hands.

"What the?" Otto whispered as he inspected them. Every muscle, every tendon seemed to stick out of his arms and hands. He made a fist and stared at the knuckles that protruded. He flexed his hand a few times watching the muscles glide smoothly beneath his skin. "Wow!" he exclaimed excitedly.

"You think that's impressive... go look in the mirror." Peter said crossing his arms in front of his chest.

"...what exactly are you implying Parker?" He said flatly.

"Go look in the mirror." Peter repeated slightly slower.

Otto got up and walked over to the large mirror that hung from the wall. There was a long pause as Otto stared at the reflection. He shook his head in dismay as he stared at the man looking back at him, "That's not me."

"Yes...it is."

Otto looked back at the mirror and flexed his arms close to his chest. He watched in awe as every muscle in his upper torso bulged. Lowering his arms, he noted that the shirt that the actuator picked out was snug to a point where he could see every muscle clearly. "Damn," he said slowly.

"What, you don't like the new you?" Peter asked with a broad grin.

"Tch...Who said I'm complaining?" He said in awe. Even beneath the shirt Otto noted that the harness, still fused to his skin, had fit the curve of the Muscles beneath it. His head suddenly shot up in surprise, "Wait... did I just put the inhibitor chip together without putting on my glasses?"

"Yeah..." Peter said.

"And If I was able to hear you... and then... this..." Otto continued as he pointed at the mirror.

"Well, the same happened to me... except I was bitten by a radioactive spider, I woke up the next morning to find that I had become... well, like this." Peter said flexing his muscles and recalling the field trip to the radioactivity lab as well as the morning after.

"Then that means..." Otto's mind raced. "The shock from the first fusion reactor..." he murmured, "The needles...into my nervous system...into...my...body...The Radioactivity must've taken affect. I have sensitive hearing, possibly strength." Then he remembered in the hospital how sensitive his eyes were to light. "That must mean my sight is also perfect." His excitement died down when he remembered the aftermath... the train, the bank, MJ.

Peter had put his mask back on and was preparing to leave when Otto spoke up, "Wait, Peter. How was that old woman? The one that I...er, dropped?"

"Oh she's fine. She was my Aunt May, but she's fine." Peter Smiled secretly behind his mask as Otto's jaw dropped.

"O-Oh, I-I didn't know..." He stammered. "...She was a feisty old bat," he said absently massaging his right temple, where she had whacked him upside the head. "How is she?"

"MJ has moved in with me, Aunt May is Living in a Flat on the other side of Queens, and... I'm still Spiderman, trying to scrounge rent," said Peter.

"MJ? Oh...the girlfriend." Otto said, recalling the day when Peter told Him and Rosie about her. There was a long pause between them as Otto stared down at the floor. He walked to the door way and stood there a moment resting his arm up against the frame.

"Listen I know it's not much, but You, MJ, and your Aunt are welcome to come stay here if you wish. I've just got some cleaning to do." Otto said with his head hung.

"Really?" Peter asked hopefully, "I don't mean to intrude but-,"

"No, really... it's the least I can do for all you've done for me, and I seriously don't need this much room," Otto said looking at Peter through one actuator.

"Eesh, that still creeps me out," Peter thought. "Thanks, listen I gotta get going... see ya'." Peter leapt up one of the open ventilation shafts and out of the building, leaving Otto in silence once again.

Peter swung from building to building, webline after webline in his wake. He couldn't wait to tell MJ and Aunt May the good news. Now they could live together and not have to worry about pushy landlords, and since Otto was there, he and May could patch things up. Things were just clicking together in his life at this point. As he neared West Village, he threw out one last line with a loud THWIP. It latched itself onto the corner of the building allowing him to make a 270 degree turn. He flipped, landing on his balcony. MJ was inside sitting on his bed reading one of his poetry books. She got to her feet as Peter landed on the balcony.

Ripping off his mask, he swept MJ up into his arms and kissed her.

"Wow, what's got you so excited, Tiger?" MJ said looking happily up into his sparkling eyes.

"I've just found a place big enough for all of us to live in. You, Aunt May and I. My...uh, friend is letting us stay at his place, he has a rather large apartment and he tells me that he doesn't need that much space," Peter said with a huge smile.

"Oh, Peter that's wonderful!!" MJ said with a laugh.

Peter thought it best that they find out who it actually was later. In the mean time, he and MJ began packing up his things, which thankfully for the both of them, there wasn't much to pack.

"I'm going to phone Aunt May," said MJ taking out her cell phone and dialing the number of her new apartment, "She probably won't be too happy to move again though."

As MJ told Aunt May, Peter thought about Otto. "So now that he has inhuman powers, maybe he'll try to redeem himself."

MJ finished talking on her cell phone and closed it with a click. "Peter, Aunt May says she'll need some help repacking."

Three hours later, Otto stood in the center of the huge concrete room. All of the glass shards had been cleaned up and thrown out. The dust had been cleaned off of everything, making the room look newer.

I Guess now, we have to worry about the windows, the actuators said in unison.

Otto nodded. The metal panels that had been pulled off of the wall, left holes exposing the pipes underneath. He was glad that the new inhibitor chip did not allow any thing out of the ordinary, however, it still let the actuators converse and agree with him, they couldn't however look into his thoughts and memories. He had total control.

He walked down the stairs onto the first floor, where, at the foot of the stairs, it gave into a large carpeted hallway. He walked slowly down the corridor until he passed by a Heavy wooden door. Turning the brass handle, it swung open with a creak. The door opened to reveal a large library. Book cases full of ledgers, poetry and general literature crowded the walls and central area. Otto walked down the nearest aisle, gently running a finger over the spines of the books. He swore he could still smell the perfume that Rosie wore. As he walked out of the aisle, he turned and faced the tall, rectangular windows that flooded the room with light.

Hello, remember, fixing the windows

Windows, Now

Er...

...

Otto turned and exited the library, gently closing the door, behind him with a loud 'snick.' He walked directly across the hallway to an adjacent door. Upon entering, one actuator flipped on a dusty light switch. As the lights came on, high shelves with many, many dusty boxes lined the walls, each with their own labels. Some held various tools and materials while others held small bits of circuitry. At the far end of the room, there was another door. Behind which were large squares of glass and sheet metals of different elements. Each actuator grabbed two sheets of glass, in their claws, being delicate enough not to scrape it. Otto reentered the store-room and absently began climbing up one of the shelves. As he got to the top, he suddenly realized what he had done. "Wow, never been able to do that," he said with a smile. "Hmmm," he said looking over the edge. Picking up a large box, he suddenly back flipped off of the top of the shelf. He landed perfectly on his feet, with a triumphant grin across his face. Despite the fact that the top of the shelf where he just was, he judged to be about 30 feet high.

"Hey, how heavy is this box?" Otto said as he balanced the box on one hand.

We'd say, about 150 pounds at the least

"Doesn't feel like anything at all, seriously," He pondered to himself in amazement. "...Just as I thought."

He took the sheet glass and other things back up the stairs. He laid everything out and began cutting the glass to fit the frames, smiling.

Peter parked the car that his Uncle Ben had driven next to the old red-bricked building. He got out and stared at the large Brass letters that spelled out OTTO OCTAVIUS above the front door. Aunt May climbed out of the car cradling a box in her arms. MJ climbed out as well carrying a few boxes. Peter went around and took a rather large box from the trunk.

"Now don't go straining yourself Peter," Aunt May said sternly.

"Don't worry, I wont," Peter said as he reached up with one hand and rang the doorbell.

The door opened to reveal and open claw of one actuator that Otto extended to open the door as he was getting off of the stairs and walking down the hall, bandaging his hand.

"What happened to you?," Peter nodded at the bandage around Otto's left hand, noticing that it was beginning to get slightly bloody; he also had a pair of sunglasses on.

"Oh, I just uh, cut myself on some glass and I-," His face had turned slightly paler as Aunt May walked up to the door.

"Hello," Aunt May said sweetly as she studied Otto's face, "Haven't I seen you somewhere?"

"Er...," Otto started as the actuators; which had been hiding behind his back, swiveled around to look at her.

Aunt May instantly recognized them instantly, "Oh... Him," Aunt May stated, eyeing Otto Suspiciously as if she expected him to suddenly grab her with one of his tentacles.

He let out a nervous laugh and said quickly, "ThankyouforcomingmakeyourselfathomeI'vegottogobye," as he disappeared from the door.

As the three of them walked into the hallway, Peter, in an attempt of humor, leaned over to May, "You scared him," only to receive a playful slap on the arm.

Peter led them up the stairs to the demonstration hall/ laboratory and set his stuff down.

"Wow, the place looks better than this morning," He thought to himself, noting the broken windows had been fixed, twisted frames and all. Peter went back down to the car to find that the rest of the boxes were gone. Running back up in a panic, he saw Otto crouching on a rafter high above, lowering the boxes onto the floor next to the others. Peter bit his tongue to keep from laughing at the realization that Otto was trying to keep his distance from Aunt May and MJ.

Still crouching on the rafters above, arms resting from his knees, Otto looked at Peter, "There are guest rooms if you go down that hallway there," He said pointing one of his actuators to the hallway across the room going to his bedroom. "Make yourselves at home."

When Peter blinked, Otto was gone.