Finally got this done! Enjoy!

Peter swung through the city as cops maneuvered the streets below him in pursuit. He was sure to keep a lower altitude to ensure their attention. His thoughts turned to MJ and the Doc, had he really just let his girlfriend and a supervillain go alone through the dark industrial district?

Eventually, he lost the cops to the inner-city traffic and circled back around to the docks. Peter landed on a nearby skyscraper and took in the sight of the former makeshift lair. The pier was crawling with police and forensic teams while a helicopter hovered over the water using its spotlights to search the depths. That particular spot of the Hudson was notoriously deep, and the reactor would rest safely out of the way at the bottom. After a few minutes of contemplation on what to do he swung off.

MJ had one of Otto's arms over her shoulders while his other gently clasp his middle. Without the actuators able to stabilize him he was quite wobbly and was now actually dependent on the young lady. The stairs had been particularly difficult since he couldn't see very straight yet.

MJ knew that the older man was trying to keep most of his weight off her but it still made it difficult to move quickly. Slowly, they made their way along the shadows of the docks toward the closest crossover that led to her apartment.

"How are you holding up?" she asked after their second set of stairs that took them to nearly street level.

Otto chuckled lightly and was reminded of the fight he had just participated in with a synchronized pound in his skull and pain in his ribs. The chuckle quickly turned into a sigh.

"I'm doing alright. I suppose that this is what is to be expected after getting thrown around, electrocuted….and nearly drowning." he finished." Apparently, the actuators could limit my pain receptors before. Now they are doing a rather poor job of it."

It was MJ's turn to laugh lightly. Otto stopped in his tracks and took a breath.

"I really am sorry…for everything." Then he looks unsure "I'm not sure I caught your name."

MJ started them walking again "Mary Jane Watson but everyone calls me MJ"

Otto stopped once more "You know I think I've heard that name before. Quite recently actually." He shook his head "I can't quite place it."

A wailing police car sped by on the roads above making them both look up.

"Let's get moving. The bypass isn't far now." MJ tugged his arm slightly to get moving again.

"Thank goodness for that." He sighed.

After about ten minutes of walking to the cadence of their own breaths, the two came to a short set of stairs that would take them up to the streets to the bypass.

"Here we are…" MJ stopped as she looked up. Red and blue flashing lights danced across the fronts of the buildings. Otto looked up as well his vision was no longer double but still a little blurry.

"How did they know where we would be?" he breathed quietly.

"I'm not sure that they do." She removed his arm from her shoulders and had him grab the handrail "I'm going to take a look stay right here."

She carefully went up the concrete steps just enough to see onto the streets. Several cars had crashed into each other in the middle lane and a few more had been thrown into the small park, an apparent aftermath from the reactor's magnetic pull. Two tow trucks and several police officers were on the scene. There was no way they could get through the area without somebody noticing the Doctor from his picture which had been plastered in the papers for several weeks now. She made her way back down to Otto who was partially leaning on the railing.

"Well?" he asked.

"There are some car accidents they are taking care of but there's quite a few people."

"Which means that way is not viable." He finished.

MJ thought for a moment before she set her eyes on a small part of one of the actuators peeking out.

"I have an idea," she said suddenly "but it may not be the best."

Otto looked at her skeptically.

"There was an abandoned building really close to the shore a little way back. We could go back to it and use your" she gestures to Otto "arms to climb to the top and then try and make our way over to my building!"

"It's not too terribly discreet jumping from rooftop to rooftop when you land as heavily as I do."

"We could just do climbing. The buildings in the area are close to one another in this area. I'm sure we could make it." She assured.

Otto sighed eyeing the dancing lights above "Better than staying here I suppose."

MJ smiled as she stood once more taking Otto's arm as they made their way back in the direction they came.

Peter landed on MJ's building and made his way down the wall. Upon reaching her window he knocked a few times. No response prompted him to lean down and peer inside. The apartment was empty and dark probably just the way she had left it that morning. He crawled back to the roof and took a look around. What could be taking them so long? Surely they would have made it by now?

Peter sat down next to the wall out of view and took his mask off. After a moment he pulled his mask back on and swung off headed towards Aunts May's new apartment. If MJ and Doctor Octavius weren't back at their meeting spot by the time he was done then he would search but at the moment he trusted MJ.

After swinging for a while he landed right outside Mays window and peered in. His Aunt was cooking something in the small kitchen while the TV was on the news channel. He watched a little closer and could see footage of the wrecked pier as well as footage of debris flying around the city. Satisfied that Aunt May was fine he swung back off to meet MJ and Doctor Octavius.

MJ and Doctor Octavius were now looking up the side of an abandoned parking garage.

"Okay, I'm going to check the street right quick." She said making her way up the rocks towards the street.

Otto shifted a little and the actuators slowly unwound themselves. The lower two planted in the sand and waited. This time around he was much more steady on his feet and the headache was beginning to fade though the pain in his ribs persisted.

The top two hovered near his shoulders as if trying to speak to him. The actuators began to lift him some so he could see the street too but he gasped suddenly and they quickly but gently set him back down.

After a few moments of breathing the pain away, he opened his eyes to find his upper two actuators "looking" at him. Gently he probed the area just above his harness and immediately found it very painful.

"Nobody in sight." MJ hopped off the last rock and landed next to Otto who was grimacing. Otto looked at her "This may be a little harder than we thought. I'm not a medical doctor but I believe I may have some broken ribs." He informed her.

MJ came closer "Here let me check. I broke two ribs doing a fake fall on stage in high school. There were supposed to be three guys waiting to catch me backstage, but they were too interested in the other actresses to pay attention to the one that needed them."

Otto forced a grin.

"Where does it hurt?" she asked. Otto gestured to his lower chest just above his harness.

She rested her hand lightly on his right side. Doctor Octavius wasn't exactly a thin man so she had to press a little in order to find the bone. He made a face as she moved her fingers more toward his center till she hit a particularly sore spot and he inhaled sharply. The top two actuators began hissing and clicking a little too close to her head for comfort.

"No" Otto stated sharply "None of that." The actuators backed off in what appeared to be a cower.

MJ continued to his left side and once again hit a tender spot. This time however Otto merely groaned and lowered his head.

"I don't think they're broken, maybe just cracked but definitely not broken." She explained quickly.

"Once again I must apologize. I have never been one to do well with pain." He admitted.

"I don't think any of us do Doctor Octavius." She sighed.

Just then voices echoed from behind them. MJ, Otto, and the actuators all turned toward the sound.

"I can't believe they have us doin this search."

"Yeah, theres no way anything came crawlin out that place. It was completely destroyed!"

MJ and Otto looked at each other in a panic. Taking control Otto commanded his top left actuator to grab MJ. All at once they lifted and lept over the rocky seawall, latched onto the building, and began to ascend upwards at an alarming rate.

It was over in moments, and they were out of sight of the patrol. Once on the top though they were in plain view of the surrounding skyscrapers.

"Which building?" Otto asked quickly looking around

"That one over there with the blue satellite dishes!" She pointed to a light-colored brick building with aging trim.

The actuators surged forward, spanning the distances between the lower buildings with ease. Unfortunately, the building they came to and the one they needed were separated by a wide main street. With momentum, the actuators lept again and latched to the bricks. Otto made a strangled noise when they landed and began to climb upwards again. The top right actuator hooked the railing which hauled them onto the roof. The actuator dropped MJ a little roughly onto the cement roof scraping her elbow.

The actuators lowered Otto quickly and he all but collapsed against the service door, both of his flesh and blood arms wrapped around himself. He made a slight wheezing sound and his actuators hovered around him apparently concerned.

MJ brushed herself off and hurried over "Doctor Octavius? Are you alright?" she asked trying to get him to look at her. He kept his eyes squeezed shut trying to get the blood to stop roaring in his ears.

"If they weren't broken before" he panted " they are now. When we landed I felt something snap." He shook his head.

"That's not good." She tried to support his shoulder.

There was a soft sound behind her. Turning, Peter had just landed on the rooftop with them.

"Peter!" She wrapped him in a hug. For a few moments, they looked into each other's eyes and held tight till what could only be described as a whimper sounded from Otto.

"Doctor Octavius?" Peter knelt next to him eyeing the hovering actuators "What's wrong?"

Otto only shook his head

"He has some broken ribs. When we landed here, they must've broken." MJ supplied. Now one of Otto's arms were around him while the other went across his chest diagonally.

"We should get inside. This will be better dealt with away from any prying eyes." Peter gently helped Otto to his feet. MJ opened the service door as Peter and Otto made their way inside.

There you go! I apologize for taking so long to get this posted but I found the motivation at 2 in the morning to finish up. Feel free to leave a review! Till next time...