A/N: So apologies that it has been over a year since updating. Adult life has a knack of getting in the way. I also just wasn't feeling this story for bit, but I have the sudden urge to properly see to Otto and Sam's happy ending, which at this point will seemingly take up this and a fifth chapter.

Warnings: There's like one f-word. So sue me.

2006-2007

Their first months working as lab partners again and as professors at Xavier's school had taken a lot of adjusting. Otto and his former assistant were given rooming quarters in the sprawling mansion not next to each other, but a few doors away on the same floor with the other professors. Teaching took up much of their weekdays, as each taught science classes to different grades of pupils.

Evenings and weekends were devoted to their combined efforts on the government projects. At the end of the day each of them was so tired there weren't really any thoughts other than sleep. And Sam knew Otto was trying to prove himself, the way he would devote almost every waking hour not teaching those first several months to working on their commissioned projects.

There would be times when Sam would feel strangely, and she'd look up to see Otto gazing at her from across a room or hallway, before he would quickly look away.

Things did relax a little, after the first few projects were turned in and given high praise by the powers that be at the Pentagon.

"How's your morning group doing?" Sam had said one afternoon, motioning to recently emptied seats in Otto's classroom.

"Good. Very good. Such sharp minds here. Think we may have even have a future Noble Prize winner or two." Sam watched as all human and mechanical arms worked to put away his papers, clear off the chalk board, and do any other clean up before leaving for the day.

She sat on the edge of his desk, which did not go unnoticed. "Nice. My morning class has been doing pretty good too. A few who were struggling at first, but they've caught up easily with some extra help."

Once Otto was finished, he locked eyes with Sam for a moment. "Would you...like to go for a walk?"

It became a regular routine, after their classes and before dinner. One each loved, because it was a reprieve from the grind, from the ever present thoughts and guilt and anxiety that been hanging over their heads like a dozen Damocles' swords. The grounds on Xavier's school were beautiful, and there was no fear of judgment when the occasional person they would cross paths with was also extraordinarily powered.

One day Otto stopped to admire some white flowers-a clematis, if Sam guessed right-growing near the house. Sam thought nothing of it, until he plucked a couple of the flowers off their vine and turned around to hand them to Sam.

"Thank you," she said, after gazing upon the little flowers for a moment.

"Not as beautiful as the person holding them, but quite pretty."

Sam was about to say more-something, anything, that could tumble out of her open mouth-but just as suddenly Otto turned away and returned to the topic of conversation before he paused to admire the flowers.

Another day, the two of them were walking close, so close that hands and arms had brushed against one another more than once, when before Sam had fully realized it, Otto had her hand firmly in his.

"Do you...do you want to go to dinner with me tonight?" Otto had asked one day when they had happened to bump into each other in between their classes.

Sam looked at him with a questioning smile. "Well, where to, Doctor?"

They were standing smack in the middle of a long hallway in the mansion, lined with the schools' various classrooms. Sam's respect for the children and teens they taught grew even more as she noticed the ones passing by were quick to look away, or were not looking at all.

"Well, ah, our host here has graciously allowed us use of one of those big old dining rooms in this mansion that he's saying just collects dust." Otto's nervousness was so damn endearing, Sam would have gone with him anywhere, though she knew realistically their options were few.

"Sounds lovely. I'll be there with bells on." Which earned a hearty chuckle from Otto.

Sam hadn't known what to expect, didn't really set any expectations. A date with Otto was enough to have her look forward to the evening.

When she stepped into the ornate dining room, she couldn't believe her eyes.

First off, Otto in a suit was enough to take her breath away.

But whoever had helped him set everything up had created an immaculate table spread, complete with snow white table cloth and napkins, silver cutlery, glass goblets and vase filled to the brim with flowers.

Otto pulled out the seat at the head of the table for her. Sam also felt a bit overwhelmed. Maybe a bit under dressed in her natural makeup, no jewelry, fitting but comfortable sundress, and pretty and brand new sandals.

Any insecurities or discomfort were quickly cleared away, at Otto's almost-whispered words. "You are a sight to behold, my dear."

It was a pleasant evening, full of smiles and laughter, as well as long stares, and the occasional chaste contact. It quickly became one of many. But those evenings had always ended in Otto escorting Sam back to her quarters, with maybe a small kiss and a hug before good nights were said.

Except one. Sort of. They were sitting on the couch before the TV in Sam's quarters. The movie they were watching was slowly being forgotten, as they inched closer and closer to one another, until Otto had had an arm around her shoulders and Sam a hand on his thigh. It was silly, but an unexpected sex scene in the film had both of the adults shifting uncomfortably.

Sam caught Otto staring at her, but this time he didn't turn away.

She moved up and gently shifted his head down towards her. They slipped into a heated kiss.

Sam was focused on what she was feeling-physically, emotionally-that the actuators had gone completely unnoticed, as they moved slowly but deliberately over the couch around the two or them.

Sam didn't notice, until one of them came up to wrap around one of her bare thighs, and she flinched away from it.

Otto quickly drew away. Sam was quick to apologize-she wasn't used to the feeling of them, she tried to explain.

Nevertheless, Otto simply mumbled something about overstaying his welcome, before he rushed to leave.

What a fool! he scolded himself. Even if a woman like Sam could get past the age difference, and could be attracted to him despite his huskier build, he was still a monster with the snake like metallic appendages fused to his spine.

He actively avoided her for a few days after that, which didn't surprise Sam, but still made her anxious and angry. She just wanted to talk and clear the air between them.

Sam was not aware that Otto had actually joined the X-Men on a mission. Not until a particular midnight when Jean Gray-a fellow teacher and by now good friend, along with Ororo Munroe and Hank McCoy-had called her up on the mansion's intercomm system, asking her to come down to the infirmary in the basement of the mansion.

Jean didn't say why, exactly, other than to say that Otto was down there and wanted to see her.

A million thoughts ran through Sam's mind, as she traversed the mostly dark corridors of the mansion, then the sleek metal walls of their facilities beneath Xavier's ancestral home.

Otto sat shirtless on an exam table, Dr. Gray looking over bruises and cuts on his chest and arms, as well as mechanical damage to one of the actuators.

Sam rushed up to him. "What happened?"

"Was a bit too adventurous tonight, I'm afraid," Otto mumbled. Sam looked over at Jean, but it was Scott Summers, standing behind her and still in uniform, who then spoke, "Otto finally gave in and joined us on a mission, but Avalanche was on his game tonight."

Sam looked at Otto horrified. "I thought you told them no?"

"Well, before. Thought I'd...give it a try, being part of the team."

Sam crossed her arms. "And how did that work out?"

Jean placed a gentle hand on Sam's shoulder, "Samantha, Otto intervened at one point in the battle when the lives of several of the X-Men were at stake. He is lucky to walk away alive and relatively unscathed, but others are also alive because he was with us tonight."

Sam's arms went from crossed to hugging herself. She couldn't bring herself to look Otto in the eye. "Why didn't you tell me?" she asked in a small voice.

Jean shared a glance with Scott, before both left the room to give Sam and Otto some privacy.

When the door slid closed behind Sam, Otto tried to speak, but before he could, Sam wrapped her arms around him. After a beat of uncertainty, Otto did the same. Albeit, only with his human arms.

"Why would you risk yourself like that?" Sam sobbed into his shoulder. Before he could answer, she pulled back, and continued, "Was it because of me?"

"What do you mean?"

She couldn't meet his eyes. "I rejected you, the other night didn't I? I don't mean to flinch away from your or..." She looked over at one the arms.

"I'm just... There's times when I feel so overwhelmed."

She stepped out of their embrace and ran her hands over her face, wiping away some of the tears that spilled over onto her cheeks.

"There was a long time that I didn't think I could, should not have you at all. I mean you were my boss," Sam shook her head. "What career would I have as a woman in our industry who'd fucked her boss? I mean-"

Sam laughed nervously. Otto could see she was struggling, so he was quick to speak to bridge the silence.

"You are not-or were not-alone in your thinking. My God what gossips there in the science world! I didn't want to hurt either of our reputations by acting on my feelings either..."

Their eyes were locked now. However, it was now Otto who wanted to shrink away with his next omission: "I also didn't think you'd want-someone who looks like me." He shook his head, and gave a small, bitter laugh. "I'm no dreamboat out of a movie or magazine, after all."

Sam looked at him confused.

"What do you mean?"

Otto scoffed. "Sam, look at me! That is, look past the actuators, anyway. I'm too old, big and ugly to reasonably attract someone like you."

Sam looked as if Otto had insulted her, not himself. "That's ridiculous! You're strong and broad and there have been times when my God I...you'd, you'd pick up some huge box or instrument in the lab for me like it was nothing, I'd think about it for days afterwards. Or we'd be stuck in that creaky elevator in our old lab on 14th Street, that was so small, and we'd be so crowded up together and you'd just tower over me, and I would stare into those intense, breath-taking eyes of yours, and I...well...I would think about that a lot too."

Otto studied Sam's face carefully. Telling by the blush on her cheeks, and the specificity of examples, she by no means seemed to be lying. But after so many years and so few romantic encounters after his wife Rosie died years ago, because work was always in the way, he'd say to himself as an excuse, it was hard not to just default to thinking the worst of himself.

"Besides, I'm a plain, gangly-limbed female who's not going to win any beauty pageants myself. Who am I to-"

Sam was cut short by Otto reaching down to caress her face with both hands. He looked deep into her eyes, and at first he hoped somehow his feelings were being felt just through their eye contact, but that felt far too insufficient, so he bent down to brush his lips against against hers. Something in him broke upon hearing her subsequent moan: their kiss deepened, at the same time his arms-his human arms-came to wrap around Sam and bring her flush with his body. But as hurt as he was and in the heat of the moment...the metal arms instinctively followed suit, and wrapped protectively around both of them.

The moment Sam stiffened slightly in his hold, he let her go and backed away a bit, despite her frown and protestations.

"Whatever pedestrian misgivings we have had before, my dear, it would seem more...extraordinary ones have taken their place."

Sam closed her eyes and shook her head. "It's not you, it's me."

"Hm," Otto balked, before he turned to find the shirt Jean had brought him to wear to put on.

"You said extraordinary, and you're right."

Otto turned back to Sam, who continued: "I remember in the past reading about the X-Men, or however the media referred to them. Probably something derogatory-freaks, weirdos, what have you-but living and working there-these people are extraordinary! They're caring, kind, and have these abilities that basically make them gods, even though I know a lot of them don't see it that way."

Sam looked over and held out a hand to the nearest claw-end of an actuator. After a moment's hesitation, it closed and settled in her palm, and she held it gently, her thumb swiping over the smooth metal finish. "You weren't born into this, like them, but now you too are something amazing and out of this world, and in comparison I feel so...not. I feel like the freak most days, this 'normal' little human compared to all of you, and I...feel so useless much of the time."

Otto grasped both of Sam's arms with his human ones. "Sam, no one else could have worked with me so well these past months, could have achieved with me what we have-"

Sam's hand dropped away, and she stepped back. It was her turn to scoff at a trite remark. "Ah, the usual, 'but you're so intelligent and tough and beautiful' and all that. Well I don't feel like that, compared to you and everyone else here."

Otto looked at her sadly. He pondered for a moment. Then: "You have a super power."

She eyed him questioningly. "What's that?"

"It's simple. You put up with me."

After a beat, Sam broke into a laugh. "I guess that's true."

Otto nodded. "Sometimes power...is more simple. Understated. Sometimes it is simply our ability to evolve and overcome as humans, in order to achieve greater, to acquire what we most want."

Sam mulled over his words, as she stared at the actuators, especially those closer to the ground that were hovering around them, seemingly ever ready to defend Otto from some unseen threat.

Her shoulders slumped. "I admit. The arms still scare me a bit. They were just supposed to be a tool to help you with the reactor, to keep the man safe, to hold things your real hands never could... I always hated the fact that they're so invasive in design... And now, after everything's that happened, they're this permanent part of you, but I can't...I still have a hard time conceptualizing to what extent they are a part of you, and how to think of them, if that makes sense?"

Otto nodded. "I understand. But you have to know I have them under control. They-I-would never hurt you."

Sam sighed, before standing up straighter. "They're just a part of all this that's going to take some getting used to for me. But I know-I'm sure, now, that I can get here. If you can be patient with me, for once."

Otto moved up close to Sam with a gentle smile. "I have nothing but patience for you, my dear."