A/N: Part of this story is a sorta self indulgent, self-insert x ofc fic, so if that is not your thing, apologies. Because of this, presume film-Doc Ock didn't previously meet and wed Rosie (since I couldn't figure out how to keep her in with this scenario without Otto ultimately seeming like a jerk).

Part 1

New York, 2004

The city was shrouded in fog. It lent an ethereal touch to everything, but it was also a bit of a practical double edged sword. A person could hide in the fog, but so could any potential threat.

Sam Brooks hugged a small bag of groceries a bit tighter to herself as she walked briskly along her seemingly abandoned street.

Seemingly. Seemingly... Sam couldn't shake the feeling all night that she was being watched. Not an unfamiliar feeling, especially as a single woman living in the city. But it weighed especially heavily on her since the accident.

Thoughts of threats looming in the fog and shadows subsided once she was safely back in her own apartment. She sagged against her closed door, then quickly jumped away when the hard wood pressed against her still-healing back injuries. A piece of metal siding had hit her square in the back and knocked her down during the containment breach. She'd been lucky that nothing had actually been broken, or worse, but there was still plenty of damage.

Sam plopped the grocery bag onto a counter to her left, before she tossed her keys onto her desk, near her open laptop, the screen since turned to black. Sam sighed, thinking of the handful of good-enough job listings.

She never would have imagined she'd be job hunting even just a month ago. She was doing what she loved and using her skills toward a good cause. An unlimited source of energy... She should have seen it for what it was: a pipe dream.

She should have also been able to see how her boss's supreme intelligence and driven passion would take him too far under the worst circumstances.

Sam pushed all these thoughts aside as she moved through her apartment. She could feel the tears welling up in her eyes again. She quickly swiped them away, as she entered her darkened bedroom.

She balanced herself against her headboard, as she reached down to pull off her socks, when four metal arms quickly encircled her frame and dragged her backwards into a pair of human ones.

Before she could cry out, a gloved hand clamped over her mouth.

"Shh, Sam-Sam-it's me!"

Sam slowly relaxed. Better not to fight someone who could easily kill her with just a flick of one of those mechanical arms.

The arms around her loosened and Sam slipped to the floor. As she scrambled to turn around and look at him, one of the actuators reached behind him to flick on her bedroom light.

"Otto?"

He smiled at her. A gentle smile that had almost been erased by the multiple times she'd seen a more cocksure grin was splashed across newspapers and broadcasts the past several weeks. It was surreal to see him fighting that web-slinging vigilante who had become as much of a unique feature of New York City as the Statue of Liberty or Empire State. Surreal to see him at all with those AI-operated arms outside of the lab setting, when they were just supposed to be part of their renewable energy experiments.

"It's me, dear girl. Really me."

Sam's brow wrinkled. What the hell did that mean? "I...I'm not helping you!"

The gentle smile faded into a frown. Without thinking, he started to move towards her, when she cried out again: "I'm not helping you with that damn reactor! Or whatever the hell else you've cooked up the last several weeks!"

His old smile returned, albeit tinged with a bit of sadness. He was back in his own universe, his own time, alright. He had no idea when he initially woke up in a nondescript alleyway in a nondescript block of the city, but once he got his bearings he started heading south, into lower Manhattan, and eventually he found confirmation in three things.

His old lab on the pier. Ruined from the fusion power reaction, appearing as it did before he had lept from through time and space.

Ground Zero. A place still marred by what had happened a few years prior, but also a work in progress. Not the beautiful pools of water and shining, single tower he saw in another time and place.

The Statute of Liberty. She was very much as she always looked to him. Not shrouded in scaffolding and holding aloft the shield and symbol of some hero who didn't (as far as he knew) exist in his time.

As much as possible from the shadows, he'd observed the world around him. He had seen none of the intriguing technology he'd set eyes upon in the other time line. The fashion now appeared much more as he remembered. He neither saw nor heard anything about a "blip," a team of "Avengers," or even talk about a mob Kingpin and his disputed rule over Hell's Kitchen.

No, just a few wild rumors about what "Doc Ock" was up to, since he hadn't been seen in, as Sam said, weeks. Discussion of what his Spider-man, Peter Parker, was up to...but mostly talk of many other things going on in the world. Curious that the spell that apparent...wizard did or undid or whatever hadn't sent him back to the last moment he remembered, just about to step into his semi-ruined lab on the pier.

When he had stepped inside, the reactor was gone. That girl, Mary Jane, was gone. The building had been seemingly restored to what it looked like before the containment breach, but it was...simply filled with crates and boxes storing inconsequential consumer goods and foodstuffs and probably stolen art. Nothing of his dream was there.

He was angry, but he also quickly became disoriented. Developed a migraine, nearly threw up. He settled into a hidden, dusty corner of the building and waiting until he recovered the next day, when he went on the hunt for Spider-man.

Surely he had to be behind all this, somehow.

And he did find Spider-man...sort of.

His mind still reeled from the confirmation he had experienced of a true multiverse. The scientist in him immediately wanted to somehow go back, or go to another timeline, or multiple ones, to somehow be able to study it and its implications.

As it was, once he had helped his-and amazingly, two other-Peter Parkers, he was sent back to his own universe. He found and stepped into the building on the pier, appearing as he remembered it from before-semi-ruined, yet empty of the new reactor he had built. The girl was gone.

It was like his very own Twilight Zone episode. As if everything else that had happened to him hadn't been straight from some sci-fi horror film...

It once again affected him physically, the jaunt between time and space. The return trip had been just as disorienting as the first one, hence his seeking confirmation, upon getting his bearings. But he was back to his space, at a slightly later time.

If was almost as if the "spell," or whatever it was, had mercifully given him some breathing room. Some time for a frenetic city, world, and universe, to turn much of its attention to other things, before his return. Truly, a second chance.

"The reactor is gone. So is the tritium. And so is any interest I have in attempting the experiment again."

Sam softened a bit at hearing that. There was definitely something significantly different about Otto, though she couldn't quite place it.

"Then...why are you here?" Sam asked carefully, as she slowly backed up and started to stand up from her position on the floor.

Otto let out a breath. "To make amends."

Sam canted her head and narrowed her eyes. "What do you mean?"

"I have...many people, to make amends to, really, but high on the list is you. I realize that now, that I have-" Otto rubbed the back of his neck, where lay the new inhibitor chip that younger Parker built and installed for him. He chuckled suddenly. "Help, from a very unexpected source."

"Uh huh..." Sam didn't really know what to make of this. This sudden change in his demeanor could be a ploy to get her to help him. But then where had he been the last several weeks, twiddling his thumbs? Seemed an odd shift for someone who was so driven by seeing his vision come to fruition, that he'd done...well, everything he had done. But also not entirely above the whole mad scientist schtick he had sadly fallen into.

"You don't trust me, and I don't blame you, but I would be remiss if I didn't come to you to apologize... I thought only of achieving my dream, of doing something that would better this world with something that would surely stop so much unnecessary pain and suffering... But then I created so much myself in the process. I was aware that you were hurt during the breach, but the voices-" he stopped short, when he saw the face she made at that word. "The AI," he corrected, "it overrode everything, and I didn't... Well, we both know there's a lot I should and shouldn't have done. I am sorry, my dear."

Sam didn't notice at first that one of the actuators was close to her face, just about to touch it. She semi-flinched away from it, then felt weirdly felt bad for doing so.

Otto drew back. "I better go."

He walked out of her bedroom, arms and all. Sam sat dumbstruck for a moment, unsure what to do.

"Hey, wait, where are you going?" She rushed after him. "I mean, do you have some place to go?"

Otto turned toward Sam, but his hand remained on her doorknob. He considered her question; a jail cell came to mind. "I suppose I do, in a way..."

Sam gave an incredulous smirk. "Mmm-hmm. Just like I'm sure you've eaten dinner and taken your blood pressure pill..."

Her old boss chuckled. "You always took better care of me than I did, when we were together, working."

Sam folded her arms and gave a small shrug. "You get to know someone, after...working together so long." She pressed her lips together. "And you're going to turn yourself in," she stated flatly.

"I should probably simply throw myself into the Hudson river," he locked eyes with Sam. "But I need to face what I had done, and to...say goodbye."

Sam's arms fell to her sides. "Goodbye?"

"Once they find the deepest, darkest cell to throw me into, or worse, I presume we won't be able to see each other again."

Sam swallowed. Looked around her small apartment, with its few decorations and no real knickknacks, No photos or posters on the walls, just a nondescript wall clock, off to one side, ticking away. Just a few bookshelves filled with science books and not much else. The worn though comfortable rug underfoot. The few dishes in her sink that she had been putting off.

"Um... I know it's not much, but you can stay here tonight, at least. Just to get your bearings."

Otto quickly shook his head. "I couldn't do that to you. I shouldn't be here as it is..."

"And yet you are," she retorted. She stepped up to him. "Please just let me...take care of you, one last time."

The man himself and the actuators linked to him looked upon her with awe, appreciation. Uncertainty. Words of advice given to his Peter Parker came back to him unbidden.

"Love shouldn't be kept a secret, dear boy. If you keep something that complicated locked up inside...it can make you sick. Trust me, I should know..."

When had he become such a hypocrite? Otto looked down and away in shame.

"Hey, is that a new inhibitor chip?"

A little trill moved through him at feeling her fingers around the new chip, his saving grace.

"Yes. Gift from a...friend...of sorts."

She looked at him curiously. "Is that where you've been the last several weeks, getting this fixed?"

"Yes... In a manner of speaking."

Sam sighed. "I wish you'd be less vague. Your directness was something I loved-"

She did a double take, realizing what she said. She coughed. "C'mon, just to settle my mind for tonight-stay."

Otto considered it.

He removed his hand from her front door knob.

"Okay."

...

"Are you-well, can you sleep on a bed?"

"Please don't give up your bed just for me." It would be a lie to say that it wasn't a very tempting offer. Any sleep Otto had been getting lately came in the form of dozing off in his chair in his wrecked lab, or on some random couch of someone he never met. Though, if he were being totally honest, he wasn't exactly sure he would be able to sleep comfortably on a normal bed, either.

"One night on my couch won't kill me."

"It wouldn't kill me, either."

"Doctor..."

"Alright, alright-I know that tone and look well enough not to argue. But if it doesn't," he gestured vaguely around the bed, then to the actuators, "work for u-me, then we're trading places."

Sam nodded on a sigh. "It's a deal. Now get some rest, please." She had been holding a couple of extra blankets and an extra pillow, which she now set down onto her bed and patted and smoothed down a few times, before heading to her couch in her living room.

"Sam."

She stopped at her bedroom door.

"Thank you...dear."

His former assistant just nodded, before shutting her door to give him some privacy.

The actuators started to chirp and snap at him.

"I know, I know... Just, give me some time to mull over how to say it to her."

...

Sam woke up to the smell of brewing coffee. It was a strong pot; she smelled it even in her dream, where she and her former boss and colleague were together in their lab as if everything was normal and there was no fusion reactor or actuators or Spider-man or anything to cause complication and stress.

She smiled, then frowned.

"Is something wrong?" Otto had glanced over as he reached into her fridge for some creamer. "...Other than my still being here?" he added.

"Nothing wrong at all about that," she assured a moment later when he brought out a steaming cup of java for her to take.

"No sugar and half cream," Otto huffed. "Strangest coffee order I ever knew."

A snide remark about it still being better than drinking coffee straight with nothing added, as Otto preferred, came to mind, but she dismissed that thought as she accepted the mug and took a sip.

"But you always make it perfectly."

If the blush that wasn't enough, the actuators tentatively approaching Sam and opening and closing, and pointing away when she would look at them directly, was probably enough of a tell of how he was feeling.

He sat down tentatively onto her coffee table. He had to give her credit in her choice of furniture-the thing was sturdy enough to support his weight, arms and all.

"I...uh..."

Sam looked at him expectantly.

"Do you know if Norman Osborn is still alive?"

The thought occurred to him in the middle of the night. Osborn was likely the one soul who could attest to what Otto had been through the last days or weeks, if he had been returned to their universe the same as Otto. The Peter Parker he knew, he recognized instantly-but he could also see that the younger man appeared older, maybe even closer to middle aged, to his own age-so he theorized that his Parker from his time had not been the one with him in that other universe.

"I... what? Why do you ask that?" Sam started to chuckle in confusion. "He has to be one of Bellvue's most notorious residents."

"Remind me, once again Sam, why he's there."

Sam thought the choice of topic random, to say the least, but it was an old thing between them. "Remind me, Sam, why we contracted with that vendor, "Remind me, Sam, why we always keep fresh power cells on hand" "Remind me, Sam, why we switched internet providers last year..." And she would come back with whatever suitable quip. Otto was practical, but his laser-sharp focus was almost always on the subject of his work. Sam managed their labs, their lives. She supposed it made sense that the finer details of Norman Osborn's life weren't particularly in his purview, even though it had been all over the news.

She sat up straighter on her couch. "Well, he uh... It came out that he was the one on that glider who killed the rest of the Oscorp board. Took his own experimental drug, made him insane." Sam shook her head.

"I guess he disappeared after trying to kill a bunch of kids in one of those Island Trams, and some girl I think... Showed up days later in his penthouse, confessed everything to Harry. Also saying all this crazy stuff about being in another universe, meeting other Peter Parkers, something about a wizard..." Sam started to chuckle. Meanwhile, Otto's blood turned cold.

"Sorry, I guess I shouldn't laugh at his...mental illness? I donno, Harry has poured so much money into researching his father's problem, saying it's some transitory thing due to the performance-enhancing drug he'd taken, that it's reversible and his mental state was just a temporary insanity. I guess the doctors treating him almost buy it, if it weren't for the...multiverse stuff he's always talking about. Who knows."

Otto quickly downed the rest of his coffee. "Sam, before I...turn myself in, I need to see him."

"Why?"

"If there's one person who can understand my...unique predicament, it's him."