This one gets a little mushy but it's not too bad. Enjoy!

Peter and MJ stared at each other from opposite sides of the table.

"So this sort of explains well…everything." She started.

"Well…I mean…yeah, I guess." Peter tried.

"And you didn't tell me." MJ stated flatly.

Peter knew what she was getting at and exactly where this was going. With little thought, he decided to stop it before it started.

"MJ I couldn't tell you. If anybody found out bad people would be after you and maybe even your family. I just wanted you to be as safe as possible." He rambled off quickly. "And to put it in perspective not even Aunt May or Harry knew." Peter paused "My Uncle Ben told me that with great power comes great responsibility. If something were to happen to any of you and it was because of Spiderman… it wouldn't be anybody's fault but mine." he felt tears prick his eyes at the very thought "And I don't know what I would do with myself if that ever happened. I kept this to myself for your safety not because you're untrustworthy."

MJ rested her hands on the table before meeting Peters's eyes again. "I guess it may have been for the better but I would have thought you would be confident in my ability to take care of myself."

A remark about the way Doc Ock burst into the coffee shop and kidnapped her sprung to his lips but he kept them shut.

"There's more out there than simple muggers and thieves MJ" he stated flatly.

Both of them turned to look at Doctor Octavius sleeping on the couch. The actuators were limp out to his sides and his real arms rested beside him. Octavius's face was creased in a slight frown as his fingers twitched lightly. His dreams probably weren't pleasant ones considering the ordeal he had been through.

Quietly behind the couch, one of the actuators normally white eyes blinked red several times before returning to white.

MJ turned back to Peter "I suppose you're right." She reached out and lightly slapped his arm " but I don't like you destroying yourself over me." she smiled "some girls might find it romantic but I prefer my man to know his limits." MJ rested her hands over his gently.

Peter stared at their hands and decided now was a better time than ever to tell her the truth.

"MJ I have loved you for a long time and I always will." He swallowed thickly " But I don't think I could handle you and Spiderman. If we are going to be an…item I want to be able to give you all my attention and so much more. I couldn't handle college and being a superhero! A relationship would be even harder. You deserve so much but you would be competing for my attention with the safety of the city." He took her hands in his "and I can't have that sort of distraction in my line of work."

MJ was silently looking at him. Her eyes went from his eyes to their hands and back again. Ever so slowly she brought his hands up to her face and without warning pulled him into a kiss.

Peter pulled back after a long blissful second. "MJ You need to think.." he broke off as a sound came from Doctor Octavius on the couch. They both turned to find all four actuators hovering over the doctor who had a hand pressed to his side. Both Peter and MJ quickly made their way to the couch.

"Doctor, are you alright?" MJ asked.

Octavius was breathing rapidly with his eyes held shut tightly. "It's…nothing. Must have had a nightmare and they saw fit to wake me by jabbing me in the side." He huffed painfully.

"They know how to do that sort of thing?" MJ asked.

"Yes. Their artificial intelligence does in fact have a personality and feelings. They have access to my thoughts, even unconscious ones. Their grasp of human qualities is limited however. Such as waking a person up with a rather hefty jab instead of a gentle nudge." He smiled slightly "You might say they panicked."

He attempted to sit up but stopped sharply then went back to reclining.

"Careful there Doc. Broken ribs aren't very fun." Peter chided.

Octavius looked at them and then at the ceiling. "It is nice to rest on my back again. Much better than on my stomach." He rested his hands over his brace and clasp his fingers. The actuators relaxed back into their former positions except for the upper left one that settled on his chest. Octavius brought a hand up and rested it on the actuator's head lightly. The two younger adults smiled a little at the sight. It was drastically different from seeing them smash through cars and fling them around like toys. The actuator wiggled a little and Octavius squeezed his eyes shut. Peter noticed the doctor's breathing was still quite shallow.

"Um, Doc this could be a little more serious than we thought if something that small hurt." Peter said.

"As I explained before to the young lady I am simply not good with pain." Octavius waved him off.

"Yes but back at the pier that pain was lower. That's a little higher up." MJ pointed out the position of the actuator. "I insist you let me check again Doctor."

Octavius looked to Peter for some help but the young man just shrugged his shoulders.

"Um, perhaps Mr. Parker would be adverse to his girlfriend um…" He looked between the two of them. In return, they looked at him confused. Octavius looked at the actuator beneath his hand.

"I'm not sure" he looked from MJ to the actuator "she would like it very much." He admitted.

Both Peter and MJ looked at each other before looking back at Octavius. "It's a she?" Peter asked quietly.

Octavius nodded and smiled "Rosie insisted that with such a delicate project I might need a little help with the finer details. The AI in this one very closely resembles a woman's thought patterns so unfortunately it can get a little…emotional." The actuator twitched. "No offense young lady." He looked to MJ.

"Okay" MJ drew it out. "Well then, Peter you're up." MJ stepped to the side.

Peter looked a little startled but stepped next to the couch anyway. Octavius lifted his hand and the actuator moved away. Peter looked at him and kneeled down looking awkward.

"So what am I supposed to do?" Peter asked looking at MJ.

"You feel along the bone and if it bends in a little or feels gritty its broken. Be sure to be gentle though because it will probably be painful." she bit her knuckle.

Octavius looked slightly embarrassed and so did Peter.

"Okay pretty simple. Where do you think it is Doc?" Peter asked.

"Upper right side." Octavius said quietly.

Peter gently began closer to Octavius's side and moved more towards his sternum. Peter had to press a little more because Octavius was a somewhat stout in the chest. Suddenly his fingers went down a little further than before and made a slight grinding feeling. Octavius gasped loudly and flinched away in pain.

Peter snatched his hand away as if he had been burned.

"Sorry sorry sorry" Peter apologized.

Octavius groaned "It's alright Parker. Just a little pain."

MJ took her hand away from her mouth "That one is certainly broken. Unfortunately, you need to check the lower ones too. Same way."

Both men groaned this time. Peter proceeded to cause the poor doctor to cry out twice. By the time they were done a total of three broken ribs were found, two just above the harness and one further up the doctors' right side. All four actuators now hovered watching the trio, the left one seemed especially agitated.

"So how do we fix this?" Peter asked looking at MJ.

"Well unfortunately there's not much except simply being careful to not aggravate them till they heal." MJ shrugged

Octavius looked simply miserable now that his pain had been renewed.

"Do you have anything for pain and inflammation?" Octavius looked to MJ.

"Let me go look. I might have some Tylenol or something." She headed to her bathroom.

"I'm sorry about all that and for you know." Peter apologized once she was gone.

"It was necessary I suppose…on both accounts." He shifted a little on the pillows to be able to look at Peter better "Thank you for stopping me before." He said simply.

"No problem." Peter laughed.

MJ made a triumphant sound from her bathroom and came rushing back in holding a white bottle.

"I found some Tylenol!" she shook the bottle for emphasis.

She opened it and shook out two of them and went to hand Octavius his glass from the table. Octavius was going to lean up on his elbow to grab the glass and take the two pills, but his upper actuators beat both him and MJ. One used its smaller inner pincers to grab the small pills and the other gently picked up the glass of water from the table.

MJ looked a little startled as a slightly sheepish Octavius dealt with his actuators.

The actuator holding the pills tried to place them in Octavius's mouth, but he pushed it back some.

"No not like that. Just give them to me." He held out a hand and the actuator dropped them in his palm. The other gave him the glass of water. With a good amount of effort, he propped himself up on his elbow and swallowed the pills. The actuator set the glass back down on the coffee table as he went back to laying down.

"I apologize Miss they didn't pinch you in their haste did they?" Octavius asked.

"Um no but did you…they have to do that?"

"I almost wish it were like that. As I said before, they control themselves. All I can do is make sure they listen to me." He sighed " they knew I wanted a little relief and apparently deemed your movements too slow." He chuckled "that one probably would have shoved the pills down my throat if I didn't stop it."

Peter yawned a little and Octavius followed suit.

MJ looked down at her watch. "It's nearly one in the morning!"

"No wonder. It's already tomorrow." Peter laughed lightly.

"Maybe we should all get some rest. It's Saturday tomorrow and I don't have any performances." MJ said

"No classes either." Peter yawned again "Bed sounds terrific."

"Well, not here you're not." MJ giggled.

Octavius made an amused sound "Good to know young ladies are making the right decisions these days." Keeping his eyes shut.

Peter mocked disappointment "Okay. Back to my place then. But what about you Doc?"

"I suppose I'll have to…" he began trying to leverage himself up.

"He can stay here." MJ said quickly "He's already comfortable and the police were already searching the shoreline."

Peter and Octavius looked at each other.

"Only if it's alright with the both of you." Octavius said.

"I guess so. You shouldn't really be out and about. Night Otto." Peter said making his way toward the kitchen window.

Octavius laid back down with a sigh of relief. MJ followed Peter to the kitchen and when they rounded the small corner just out of Octavius's sight she pulled Peter into another kiss. Once they broke apart again Peter held her face.

"MJ You really need to think about this. Are you prepared to share my attention? Just think about it tonight." He climbed onto the now open window frame "Goodnight." He swung off into the night.

MJ watched him till he was out of sight and closed the window. Making her way back through the living room she almost got caught up in her thoughts.

"Goodnight Doctor." She said quietly. No answer reached her ears. She turned back to look at the prone man.

Octavius's eyes were already shut and his breathing was drawn out and even as his torso rose and fell. The left actuator had taken up its former position on the Doctors' chest with a hand resting gently atop it.

MJ smiled, made her way to her room, and closed the door. Silently she got ready for bed and turned out the lights as Peter filled her thoughts.

A little longer this time! The next chapter will have some action!

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