Picking up at the end of Spiderman 2 Ock lives through the destruction of his machine.

The entire pier was beginning to shift beneath them as Doc Ock crippled his machine. After a high-voltage electrocution, the Doctor had regained his senses and agreed to stop his machine. Peter grabbed MJ and barely had time to leap away from debris still hurtling towards the now out-of-control fusion reactor. Peter secured MJ with one arm and swung them to the solid shore. The pier let off a horrific screeching groaning sound as the foundation split and became engulfed in the freezing water of the Hudson.

Peter spotted an alcove of a warehouse behind them.

"Go hide in that warehouse away from the debris!" Peter shouted

MJ grabbed him by the forearm "What are you doing? The machine is gone he saved the city!"

Peter stopped a moment to actually think. Ock had just fallen into freezing water with an out-of-control fusion reactor after being electrocuted. Was it really worth it to try and save the former Doctor?

His instincts and memories of the brilliant scientist got the better of him "I have to try! I would never forgive myself if I didn't!" With that, he tore away from her and sprinted down the precariously balanced wreckage and dove into the water. Steam bubbled up all around him and through it he could make out the dying glow of the reaction.

Peter dodged sinking pieces of the warehouse straight down the path of the steam. Then he saw the human shape sinking just as fast as the tritium core. The human shape had four large tentacles expanding off it so Peter grabbed one and pushed off a large piece of debris pulling them upward. Peter strained to haul the supervillain towards the surface as large chunks of metal and concrete sank around them.

Eventually, Peter broke the surface and took what had to be the deepest inhale of his life. He pulled on the arm till metal met flesh and Peter forced Doc Ock's head above the water.

"Peter!" He swung his head around trying to keep both himself and Ock from going under.

MJ was on the smashed end of the dock extending a long board into the water "Grab on!"

Of course, she would ignore safety why did he even bother telling her what to do?

He held the unconscious Doc Ock around his chest and slowly paddled toward her. By the time he reached out to grab the board his arms were almost completely done in. Doc Ock was not a small man and the metal arms attached to his back didn't help any especially when they were powered down. Together the two college students managed to drag the unconscious supervillain onto the pebbled shore between the large granite blocks. Peter all but dropped the man onto his side with the tentacles dragging behind him.

MJ grabbed Peter by the shoulders "Are you okay?" she asked looking him over as he sat gasping.

"I'm..fine" he panted

MJ turned to the trench coat clad villan and rolled him halfway onto his back before the tentacle brace stopped him at an odd angle. She put a hand on Ocks chest and gave him a slight shake.

"He's not breathing!" She gasped.

Peter scrambled to his knees and found that Ock was indeed not breathing. Peter placed his ear over Ocks heart. After a few tense moments, he could hear a feeble beating. Peter briskly rolled Ock onto his stomach and after a bit of rather rough shaking, Ock made a deep gurgling sound before river water spilled from his mouth and nose. Finally, deep wracking coughs sounded from the Doctor as his body cleared its airways.

MJ slightly lifted Ock onto his side into the recovery position. Peter sat back and breathed a sigh of relief as his fears were dispelled. MJ and Peter meet eyes and after a few silent moments, they began laughing hysterically. It was one of the best laughs they had ever had and it was right after what could have been one of the worst disasters in history.

All the debris had finally quit being drawn towards the core and settled down. Seagulls flew overhead and a cold breeze began drying the only three people on the bank.

Peter stepped over Ock and plopped himself next to MJ.

"We're alive." He huffed

"Yeah" she replied quietly leaning against him. They sat there quietly for several minutes just watching the slowly recovering Doctor breathe. Eventually, Ocks eyes began to flutter and he let out what was obviously a heartfelt groan which led to more coughing.

Peter leaned forward and put a hand on his friend's shoulder "Otto? Doctor Octavius?"

Ock opened his eyes slowly and found Peter. Ever so slowly he began to leverage himself upright with Peter and MJ helping him. MJ turned just enough to see the arms twitching as Ottos' brain activity brought them too.

Peter once again leaned to look his friend in the eye "Doctor Octavius? Are you alright?"

"I…what happened?" he asked looking out at the wreckage left of the pier. "I thought I….I." Looking around him.

"It's okay the reactor drowned itself out in the river." Peter informed him.

"Peter went back for you, you nearly drowned too." MJ set a tentative hand on Otto's shoulder.

Otto looked at her "The girlfriend…I'm alright Parker." He turned to look at Peter "Thank you" he sighed at the silence in his head. Peter smiled, the Doctor he had known and respected was back at last.

Otto looked to MJ, hung his head, and sighed before making eye contact once again.

"I am so sorry young lady. My actions have been inexcusable." He rested his hand over hers on his shoulder.

"It's alright Doctor. You didn't know what you were doing." She said without hesitation.

"But…the true fact is that I did…I let them influence me beyond anything I had ever thought myself capable of doing." He said quietly. "I…I…killed in the pursuit of my dream and I allowed it to happen." he ended with a growl.

Police sirens wailed in the distance and Peter could hear the low drone of a helicopter. Peter quickly gained his feet and helped MJ up.

"Otto this is going to have to wait, we have to get out of here before anyone sees us. I don't think the police would accept an apology at the moment."

Octavius looked behind him and with a grunt, his actuators slowly leveraged him up to his feet. Once upright he clapped a hand to his left side just above his harness doubled over some and groaned. The other hand went to his head and the actuators swayed a little to stabilize him.

"It would appear my previous self-assessment was incorrect." He huffed between pained breaths. MJ clasped Octavius's shoulders while Peter helped him to straighten him up.

The sirens grew louder around them as Peter pulled his mask on. MJ positioned herself next to Otto with a hand on his chest as if she was holding him up and not the actuators.

"Peter you go maybe it will draw a little attention away from us. The Doctor and I might be able to slip away quietly then." MJ stated

Both men looked at her

"Where will you go and how? These.." Peter gestured to the now fully activated actuators "can't exactly hide!"

MJ opened her mouth to say something when Octavius rolled his shoulders a little. The actuators contracted to their shortest state and one by one folded themselves to curl under Otto's trench coat. MJ stepped back a little as the actuators curled around Octavius's body effectively hiding from anybody who would look at him from a distance. Otto went to lean down and grab the flap that would hide the hole in the back but stopped abruptly and grimaced in pain.

"Young lady, would you mind securing that for me? There are magnets…" He gestured to the material.

"Of course!" she lifted the material over the hole and the magnets latched it in place.

As Octavius straightened a little more as the actuators curled around his middle and squeezed a little to try and provide support.

"Careful…"He said almost to himself.

"You two are going to be okay?" Peter asked eyeing them both.

"Absolutely. We'll be fine. The bypass to get to my apartment is just off the dock two stations over and we can stay here on the shore till we reach it." MJ stated planting a small kiss on Peters's cheek before taking Octavius's arm.

Peter took a long look at the two of them before getting a running start and swinging up and back over the streets. Police cars screeched to follow him.

MJ turned and steered the two of them away from the wrecked pier towards the dimly lit staircase leading to the next level of the shore.

To be continued!

Just wanted to go ahead and say it in case you didn't know it but I swapped names from Doc Ock to Octavius deliberately!

I should go ahead and warn you that this will not be an arc where Ock is FULLY redeemed. This is also going to be the first installment in a series that features a still slightly villainous Otto Octavius. Go ahead and leave me a review!