Archive of Our Own ^beta

Chapter Text

Darkness prevailed where clouds obscured the moon and every star in the sky. Rain poured, mercilessly lashing against Otto’s beaten and torn body like a thousand icy needles.

He held his ragged coat tight against his body in an attempt to ward off the savage weather as he slunk away into the shelter of an abandoned building. Using two of his mechanical arms he punched a hole in the brick wall to climb through. He dragged himself inside before collapsing onto the floor near the farthest wall, trembling as blood mixed with rainwater dripped from him. His tentacles hit the floor hard enough to crack the decrepit tiles below, curling like a quartet of dying serpents.

His clothing was torn and wherever skin was visible so too was blood. He’d had a run-in with Venom. He and that creature had never been on great terms, but tonight it seemed like the beast actually had it out for him. Why? He wasn’t sure.

Venom had taken him by surprise out there. In the dark and rain he had been nearly impossible to see. Otto’s actuators could have picked the beast out, but without a reason to be on the alert they’d been safely hidden under his coat. It was a cheap-shot at best, executed at close range before Otto could even register the danger. The damage had been devastating as a result. The next blow would have been his undoing if it weren’t for the reflexes of his AI.

There was no doubt in his mind that the monster was out to kill. One problem with that, though, was that he knew how the beast worked. It only killed those who ‘deserved’ it in a sense of vigilante justice. While he himself had done his share of unsavory things while at the mercy of the AI he’d created, he had already done his time. He’d even gone the extra mile in making sure it would never happen again. For whatever reason, Venom must have deemed him guilty, still, in spite of having done nothing reprehensible since his rehabilitation. Therefore, it was safe to assume it wouldn’t just let him escape.

He sat up and grimaced when the fabric of his clothing rubbed against fresh lacerations. It was a struggle to breathe as he stared at the entrance he’d made in the wall. He hoped that the deathly chill he was feeling was simply due to the weather and not blood loss. Through the eyes of his actuators he could see the droplets and smears of crimson leading across the dusty floor to where he was now. It didn’t look good.

He struggled to fight the dizziness while keeping himself upright with his actuators alone. He couldn’t allow himself to fall asleep. He wasn’t about to die like this. If it came to it, he was going to go down fighting.

He kept all available eyes on the hole in the wall and waited.

((()))

It was difficult to recall exactly when he’d lost consciousness, but by the time he awoke daylight was pouring in. Thankfully his dark tinted glasses hadn’t been lost in the scuffle-- otherwise he would have been in a whole new world of hurt. He cursed himself silently for allowing himself to drift off.

He moved. Muscles and wounds protested in unison as he dared lift himself off the floor. He hissed and then cried out as he forced himself to sit upright on his knees. Panting harshly, he could feel hot blood trickling down his skin.

Through the sound of his own ragged breathing he heard a sinister voice.

“Finally, he awakens…”

Otto went rigid, pointing a single actuator in the direction that the voice had originated. Venom was hanging from the ceiling. He looked like some kind of demon straight out of a horror film. Otto’s jaw tensed.

“What do you want from me?” he rasped.

Venom let out a cruel laugh.

“You should be more curious as to why we didn’t kill you in your sleep.”

Otto snarled, slightly, and his tentacles recoiled like snakes preparing to strike. Venom flashed a horrific grin; unnaturally long tongue snaking out.

“What’s wrong, Doctor Octavius…?” Venom whispered in an alarmingly seductive tone. “Weren’t we having fun?”

Before Otto could respond Venom sprang at him like a panther. With lightning speed two actuators lashed out and caught Venom in mid-air. He spun and landed gracelessly upon the floor. Otto was forced to move now. He ignored the pain as he bolted for a door—attempting to escape further into the building. An actuator made short work of the decrepit wood. Unfortunately the room he stumbled into was tiny and without an exit.

He felt his heart sink. He was cornered.

He whipped around and braced himself against the wall. Venom crawled into the doorway and didn’t hesitate to launch himself forth. Otto’s actuators had reflexes beyond that of any living creature, but this time Venom was ready. He rolled with the blows and slung that familiar black web-like substance from his wrists to subdue the man’s only available defense. The stuff stuck to the tentacles’ shiny chrome surfaces and held. Otto attempted to tear it away, but the sharp little actuators couldn’t get a hold quickly enough.

In the end Venom had Otto pinned against the wall. His tentacles were plastered to the brick by that horrid black substance. Octavius was left to glare hatefully, helplessly, at the monster before him. Venom was crawling, pacing back and forth before him on all fours like a tiger at the zoo.

Otto sagged against the wall, panting. His head was down and his arms back as he weakly braced himself. Blood had begun to collect around the soles of his boots. His back and legs were sticky with the substance.

“I did my time,” he spoke with shocking calm, watching the beast before him. “I’m no longer a slave or a criminal. Yet you still think me worthy of death? If that’s so, just get it over with.”

When nothing immediately happened his eyes narrowed behind his round sunglasses. He watched as Venom abruptly stopped, stood up, and walked right up to him.

“No,” Venom growled. “Not yet. You’re too much fun alive.”

A wave of horror and disgust came over Otto at those words. Did Venom mean to use him as some sort of play toy? Like a cat with a mouse?

“You think I deserve that?” the man responded, confused and repulsed. “Why?”

He wasn’t about to give Venom the satisfaction of his fear.

Venom chuckled deep in his chest in response. He rushed forward, and Otto barely had time to turn his head away before the monster’s face crashed into his own. He could feel Venom’s moist, hot breath washing over his neck. Otto squeezed his eyes shut and grit his teeth. Goosebumps of revulsion broke out all over.

Venom’s clawed hand trailed down his chest. He could hear the sound of what remained of his shirt tearing. Otto had gone numb; from shock or pain, he wasn’t sure.

It took him a moment to realize what was rubbing against his neck. It was thick, hot and slimy; Venom’s tongue. His body went taut, breath hitching. Was this it? Was the beast about to tear his head off?

Now he found strength to move again. He gripped Venom’s arms and attempted, with what meager power he still possessed, to shove the creature away.

Venom didn’t budge an inch. A low chuckle rumbled up in his chest. He was amused. He slid his tongue up the man’s neck and over his ear. Otto shivered violently. His stomach twisted with revulsion.

Thankfully, something gave just then. There came a sudden loud ‘crack!’ just before the brick above their heads exploded inward. Venom was unable to dodge a newly freed actuator’s sudden attack. It surged sideways, huge spike extended, and caught him under the armpit like a spear embedding itself deep into his black flesh. He screeched in agony as he was thrown sideways and pinned to the floor.

Black webbing and brick flew as Otto tore the rest of his tentacles free. Clouds of dust hung heavily in the air like a gritty fog. He stepped closer as the rest of his tentacles joined the attack. Two grabbed hold of Venom to calm his struggling and another stabbed him through the neck. The tip went straight through the other side and into the floor. This did nothing to quiet the beast’s cries.

Before Venom could retaliate Otto braced himself and flung his adversary sideways. The beast went straight through the wall he was thrown against and tumbled across the next room before finally coming to an abrupt stop against the far wall.

Otto took his chance to escape. He exited the building the same way he’d come. He knew Venom could take far more of a beating than that so he moved as quickly as his battered body would allow. He wasn’t entirely sure he could deal with the full force of Venom’s wrath again, but he also knew he likely wouldn’t have a choice.

He crossed the street swiftly on the power of his actuators alone. Most people did well to get out of his way. Some ran while others just stared. When he heard the screaming he knew Venom was on his tail.

He couldn’t help but feel a twinge in his heart from the sounds of panic all around him. Memories he wished he didn’t have struggling to resurface. There was no doubt this whole thing was going to be on the news later.  

Ever since he’d gotten out of prison he’d been working to prove himself to the public and to the media that he wasn’t a monster. Years of hard work gone in the blink of an eye. So much time spent and trust earned, destroyed in one night because of some beast’s sadistic whim.

Perhaps, deep down, he had always known he wouldn’t be able to hide forever. There was no reversing what he’d done, what had happened to him. He was always going to be a prime suspect, a prime target. Not just for things like Venom.

He scaled the nearest apartment building. He was out of breath when he reached the top-- not because of the climb, but because of his injuries. His head was spinning.

Panic spread faster through the streets and he knew Venom was coming. Without the will to run anymore he spun around to face his enemy. As if on cue Venom appeared and landed on the rooftop before him, skidding to a stop. The creature stalked forth, head low and shoulders bunched.

Otto braced himself and launched an attack. Venom hissed in rage and grabbed hold of one of the tentacles. Using this he attempted to drag the man closer. Otto hit Venom in the head and managed to free his actuator.

The symbiote recovered fast. Otto hardly had time to react before Venom lunged at him. The back of Otto’s head hit the rooftop. His vision momentarily went white. Somewhere in the back of his dazed mind he heard the nearby sound of sirens. He stared blearily into the voraciously grinning face of Venom hovering inches above his own.

“Why…?” Otto managed to ask yet again, though he knew no answer would come.

It looked for a moment like Venom was going to say something. Then his head shot up in alarm. He was struck in the face by a red and blue blur so violently that he was sent toppling clear off the edge of the building. With a pained groan Otto pushed himself up on his elbows and looked down.

He caught a glimpse of none other than Spider-Man just before the masked hero leaped down off the edge of the building presumably to do battle with Venom down in the streets below. The sounds of chaos that came after were proof enough. Otto used his tentacles to push himself back onto his feet. He made his way down the opposite side of the building.

Finally, he was able to escape. Spider-Man had actually come to his rescue, something he’d never thought would happen. Not because they were mortal enemies anymore, so much as the fact he still remembered their battles while he was still under the influence of his own AI and didn’t think the man would ever forgive him enough to care if he was in peril or not.

Carefully he lowered himself down onto the sidewalk. Normally he’d keep his actuators hidden beneath his coat. Now, he had no other choice but to use them to keep from falling over with every step.

For some reason he thought there was a chance he could pass by those police cars with their flashing lights unmolested. Of course that was not to be. An authoritative voice called from somewhere behind him.

“Hey you, stop!”

Immediately Otto halted. Looking over his shoulder he saw three officers in total. One had a gun drawn and ready. He gave a heavy sigh before he turned around to face them.

“How about you put that gun away,” he growled, looking straight at the cop. “I’m not going to attack you.”

He was immensely bothered by the way they were looking at him. Was this what he’d worked so hard to achieve over the years in this damned society? To be treated like a dangerous, unpredictable animal whilst on the verge of bleeding to death?

“Hands up and against the wall; all of them,” the officer shouted.

Otto knew better than to refuse. He turned and did as they asked. Leaning his forehead against the cold concrete he closed his eyes. A wave of dizziness came over him but he managed to keep from falling.

He was suddenly aware of the police all around him. One grabbed his arms to bring them down and handcuff him. He was unprepared for the pain that action caused. He cried out, arching off the wall. This was met with the cop roughly shoving him back up against the building.

Panting raggedly he could feel unconsciousness beginning to close in. His mind was swimming. He couldn’t take it anymore. His legs buckled. He was vaguely aware of falling out of the first officer’s grip. When he hit the sidewalk he was already beyond pain.

Shortly after that, there came the sound 0f the other police officers shouting at one another. He heard one mention something about ‘paramedics’ just before everything went black.

Chapter Text

“Look at what that thing did to me,” Otto insisted, “does it really seem like we’re on speaking terms?” 

After being taken to a hospital and fixed up, a few officers came in to interrogate him. He was sitting on the edge of the hospital bed, using his upper actuators for support. They’d given him painkillers. He felt intoxicated and a little nauseous. Talking was difficult. Thinking clearly was even more so. In spite of that, his mood was still abysmal. He didn’t want to be dealing with this right now.

“Do you have any ideas on what Venom’s motives might be?” the cop tried again.

“No. The thing didn’t actually tell me why it wanted to eat me… in spite of me asking it very politely.”

There was a short pause as Otto collected his addled thoughts. He stared for a moment at the blonde-haired cop taking notes in the back of the little trio.

“I don’t think a creature like that even has motives,” he finally continued. “Beyond eating and sleeping. Either way, concerning these series of events you boys likely know more about what happened than I do.”

“It’s just that,” the cop interjected, “wouldn’t you say that it’s a little odd that Venom would suddenly start going after you of all people; someone who got out of prison years ago?”

The man’s tone was unnaturally calm and placid. It sounded artificial.

“What are you trying to say?” Otto felt his hackles rising.

“You don’t exactly have a clean record, but Venom doesn’t attack ex-cons as far as we’re aware. He attacks people who are actively engaging in crime within the city. You can’t blame me for being skeptical about your side of the story.”

Otto bristled, but the rage rolled off into a sardonic chuckle, dripping with derision. How typical.

“You’re telling me this was my fault, officer?”

There was a tense pause.

“You know what I’ve been through. You must, because you seem to know an awful lot. You know that the court ruled I wasn’t in control of any of my actions during that time. And even if I had been, do you really think I’d be so eager to get right back under your microscope? Or Venom's, for that matter?”

Otto’s actuators clicked and those long, mechanical arms arched up like angry cats as he spoke before he could regain control of his temper. Luckily they hadn’t assumed the attack poses they’d been preparing for, but the cop still took notice of the movement. A visible spark of fear crossed his face. Oh, yes, the entire police force still remembered well what those were capable of, didn’t they? The thought wasn’t a satisfying one. On the contrary, it made Otto sick. He’d never wanted it to be like this. To be seen like this. Not even a simple scientist, but a monster.

Before anything more could be said a nurse came in and spoke up.

“I’m sorry to interrupt, but could y’all continue this elsewhere?” she said in a soft but clear voice, “A calm and quiet environment is mandatory for the wellbeing of the other patients.”

The officer cleared his throat, and stood up.

“I’m very sorry, miss. It’d be better to resume this conversation back at the station, anyway.”

He gave Otto a look.

“I want to see you there next Monday, 11AM sharp, you got that?”

He spoke with as much authority as he could muster while still keeping his voice low, before finally he and his posse exited the hospital room. The tension in the air left with them and Otto visibly relaxed. He sighed softly and rubbed the bridge of his nose with two fingers, happy that the painkillers still coursing through his system were suppressing what would have otherwise been one hell of a headache.

“Are you alright, sir?” the nurse who was still in the room asked.

She had a slight southern accent, Otto noticed. He was also perceptive enough to know she’d only really come in here to save him from the relentless questioning by the police he was in no condition to answer right now. A good and professional bedside manner, yes, but that’s all it was. He looked up and flashed her a little smile anyways, charming as ever.

“Never been better.”

She chuckled. “I mean do you need anything…?”

“You could show me out,” he paused, “…after getting me my coat.”

((()))

When Otto finally arrived home he made a beeline for his bedroom, shrugging off his coat and abandoning it on the floor on the way there. His shirt was long gone. At the hospital he’d cleaned up as best he could with some damp towels they’d offered, but the sticky residue of blood remained like a film upon his skin. Unfortunately showering was out of the question for at least twenty-four hours.

The bulk of that time would be spent sleeping. An entire day and night passed.

And then the obtrusive ringing of his home phone cut straight through that dreamless black void. He opened his scarred eyes to a room bathed in diluted sunlight. One of his actuators lazily lifted to grab the offensive thing from the top of his dresser and bring it to him. He answered it.

“Hello?”

“…Dr. Octavius?” a cautious young male voice responded from the other end.

Otto was momentarily taken aback; no one called him that anymore. Maybe it was the fact that he just woke up from a drug-induced sleep, but he couldn’t for the life of him recognize the voice either.

“Who is this?”

“Oh, this is Peter, Peter Parker.”

At the revelation Otto felt extremely foolish. The last time they’d talked hadn’t even been a week ago.

“God… Peter, did you have to call so early?”

“It’s eleven in the morning,” the kid pointed out; “You’re usually up by now. Are you feeling okay?”

“Honestly? No. I feel like I got hit by a bus; how about you?”

“Fine, actually, but what happened to you?”

The genuine concern in Peter’s voice was strangely alluring. It had been quite a while since anyone cared enough to even express half that amount of worry for him.

Otto sighed. The kid must not have seen the news yet.

“Well, you’ll hear about it soon enough. I’d rather not talk about it over the phone.”

“That works, actually, because the reason I called was to ask if I could come over later today. I have some homework I need help with and my aunt knows about as much as I do when it comes to this stuff.”

Otto wasn’t sure if his brain was going too slow or if Peter was just talking way too fast. It took him a second to process that information.

“Does it have to be today?” he wearily responded.

“Yes, the assignment is due tomorrow… sorry, I don’t mean to bother you…” he trailed off.

There was a short silence.

“Will five o’ clock work?” Otto finally said.

“Yes! Thank you thank you thank you!”

It was as if his sheer joy was powerful enough to be transferred through the phone line. Otto pulled the phone away from his ear a little.

“Okay bye, see you at five!” was the equally jubilant ending.

“See ya,” Otto responded before hanging up.

He dropped the phone onto the bed beside him and sighed heavily, rubbing his eyes, feeling the deep ugly scars which marred the flesh around them. At the very least his headache was subsiding. Some water would probably do wonders. It took him much longer than it should have to finally get up and make his way to the bathroom. As far as he was concerned, it had been twenty-four hours and it was time for a shower.

Carefully he removed the bandages that covered his wounds. He looked in the medicine cabinet mirror to inspect the damage. He counted four evenly spaced slashes across his right bicep and two slightly shallower ones down his chest in a slanted formation that ended about two inches below his ribcage. He had numerous bruises and scrapes besides; none of which were particularly noteworthy.

An actuator slithered over to turn the shower on as he did this. After adjusting it for a while, another tentacle dipped itself under the torrent of running water to test the temperature.

Otto had of course designed all of his extra arms with working artificial nerves inside their metallic skins. They had originally been added in the design to give easier control over the arms, but now that he’d been bonded to them for life he’d made some modifications to them. Now their sensitivity was heightened exponentially. He could feel temperature and even human touch through them as though they were organic.

Once the correct temperature was met, the actuator lifted and closed the valve for the faucet and started the shower going.

And what a long shower it would turn out to be.

Not even his extra arms went neglected. Every little smudge of dirt, blood, or black tar that marred their metallic surfaces was diligently rubbed away by a soapy washcloth. He was bound and determined to come out literally sparkling clean.

At the very least, his mechanical arms would no doubt be.

((()))

It was fifteen minutes after five and Peter was riding his bike as fast as he dared down the street in the direction of Otto’s house. Of course he’d been on his way there for nearly an hour- but it wasn’t like criminals ever gave a shit about Spider-Man and the free time he didn’t have.

The whole ‘help with homework’ thing he’d given the scientist had more or less just been a ploy to get a chance to talk with him about his involvement with Venom—but that didn’t mean he wasn’t also going to get what he came for if only to keep up appearances.

He realized he was at the appropriate house a second too late and skidded to a stop so abruptly he nearly wiped out and ran into a parked car. Catching himself with admirable grace, he almost immediately noticed two girls walking by that had seen him nearly crash face first into the back of a stationary vehicle. They were giggling; laughing at him as they passed. So he did what he always did when he felt awkward enough to want to dig a hole and die in it. He laughed it off and waved at them.

“Uh, hello…” he said in a tiny voice.

They just kept walking, and of course laughing amidst themselves.

He sighed and dragged his bike up onto the sidewalk. Seeing as there were no places to lock it up, he realized he’d have to ask to bring it inside. On city streets like this a bike would last maybe a minute or less before it was shamelessly pilfered.

He carried it up the stairs with him up to the door and cautiously rang the doorbell. Seconds later the door swung open and he was a little surprised to see not a person, but the little red eye of a shiny metal actuator staring back at him. He watched it withdraw, and just stood there stupidly for a moment.

“Come in, Peter,” he heard Otto say from somewhere inside.

“Is it … uh, okay if I bring my bike in with me?”

“I don’t care,” was the slightly impatient reply, “Come in and shut the door behind you.”

Peter reacted like he’d just been slapped. He quickly moved inside, steering his bike in the empty space in the entranceway. After lowering the kickstand he turned and quietly shut the door behind him like he’d been asked. He headed in the direction he’d seen the actuator withdraw toward; into the kitchen he soon realized. Apparently Otto was in the process of making tea; currently pouring steaming hot water from a kettle he’d just taken off the stove top into a cup. He glanced over in Peter’s direction, his eyes obscured by round black sunglasses, but not the jagged scarring which reached nearly down his cheeks.

“Want some tea?” he offered politely.

“I…” Peter stammered.

Otto didn’t let him continue that thought.

“Have a seat,” he said, gesturing to the small sized kitchen table that was behind him.

Immediately Peter obeyed. He chose the chair at the end where he could still face the other man and slipped off his sagging red backpack to set it on the floor to lean against his leg. Against his better judgment he took this opportunity to stare at Otto’s mechanical arms while his back was turned. Once he’d slowly gotten over his acute fear of them, gained, of course, by being mercilessly beaten within an inch of his life by the very things, he’d begun to find them horribly fascinating as the first time he’d bore witness to them. They were so shiny, too, their undulating chrome surfaces catching the light with every subtle movement they made. Now more than ever they seemed a true part of the other man, swaying and working in tandem with him so naturally it was as though he’d been born with the things.

Right now the majority of them were hidden under the long, black coat that Otto was currently wearing. Peter knew the sole reason he wore that coat was because he didn’t like to make people unnecessarily uncomfortable with his abnormalities. He didn’t know why it made him a little sad that Otto thought he had to keep that level of formality around him.

“So, do you?”

Peter’s thought process was shattered and he looked like a kid caught with his hand in the cookie jar. Oh god, he’d been staring, hadn’t he? Was Otto offended?

Luckily, though, Otto didn’t bring it to attention.

“Do… What?”

“You want some tea?”

“Uh, n-”

“You’re getting some anyway,” Otto interrupted, already pouring a second cup, “You look like you could use the caffeine.”

Peter chuckled, “Yeah well, I … had a long day.”

Otto came over and set the cup down in front of him. Peter noticed immediately that Otto wasn’t wearing a shirt. He also noticed that the man was in incredible shape now; probably all that time he spent in prison. Peter didn’t really have time to sort through all the feelings he had at that particular moment, he just immediately and discreetly averted his gaze down to the teacup now sitting before him. He found the little conventionally shaped white cup strangely adorable.

“It’s mint flavored. I hope you don’t mind,” Otto said as he took the only other remaining seat on the opposite end of the small table.

Peter found his gaze following the actuator that had snaked over to retrieve Otto’s own cup from the counter behind him. Carefully it placed the cup onto the table, but this time his staring didn’t go unnoticed.

“Do they bother you, Peter?” there was nothing notably different in Otto’s tone, but Peter felt like a spotlight had just been shown on him.

Perhaps it had something to do with the man’s unnaturally light-colored gaze resting upon him, in a rare moment he could see those pale irises glinting over his glasses. See the damage that had been done to them in the accident.

“No!” Peter said immediately, “No, of course not- I actually find them pretty neat. I always have.”

It wasn’t a lie. The first time he laid eyes on them he could hardly believe they were real. Even with the memory of being beaten and thrown by the things and having witnessed their terrible power first hand, all he could feel was a newfound respect for them as well as the man they belonged to. Looking at them was like looking into the eyes of a lion after watching it crunch clear through a gazelle’s spine, knowing full well it could do the same to you if it felt the desire to.

Otto tilted his head up slightly so his eyes were once again hidden, his expression unreadable. He grabbed a couple sugar cubes from the box near the middle of the table with that same actuator, and brought them over to drop them into his own cup of tea.

“I mean,” Peter stammered, afraid he’d said the wrong thing when no response was immediately given, “It’s hard not to stare. They’re just so… shiny—” he cut himself off when he noticed Otto’s little smirk.

“It’s okay, Peter,” he said, “I apologize. I just had a really bad day yesterday.”

The kid noticeably relaxed, “Oh, yeah, I heard about that… what happened exactly?”

“You heard about it?” Otto inquired with a hint of apprehension.

“It was on the news before I headed out,” he lied quickly. Lying had really become way too easy lately. “Apparently Venom attacked you?”

Otto sighed, picking up a small spoon to use it to stir his tea.

“Apparently,” He said simply.

For a second Peter was afraid he was just going to leave it at that.

“The creature almost eviscerated me.” Otto continued, “And then the cops tried to get me to confess to a crime I didn’t commit while I was still in the hospital. Can you believe that?”

A great tension let go from Peter’s heart when he heard that. He hadn’t realized just how terrified he’d been that Otto might have actually been involved in something unsavory. That he really had been targeted for good reason.

“So you don’t know why Venom attacked you then?” he asked, genuinely concerned although clearly much calmer.

“No, of course not…” Otto sipped his tea before continuing, “As far as I know, he just showed up to bring me back under the scrutinizing eye of the authorities, or kill me, I’m not completely sure on which. I know the thing has a vigilante streak and my record isn’t exactly clean. Maybe it ran out of fresh criminals and is going through its backlog.”

He chuckled darkly.

“Spider-Man was the one who rescued me by the way; distracted Venom so that I could escape. Ironic, isn’t it?”

Peter forced a laugh, “Wow yeah, that is ironic.”

‘But it’s probably not going to be the last time,’ he added silently to himself.

“So anyway,” Otto changed the subject, “what about that homework you wanted me to help you with?”

“Oh, yeah!”

Peter grabbed his backpack and began unzipping it.

For now he’d choose to believe the man. Otto deserved that much. In fact, he almost felt bad for suspecting him for any wrongdoing after all this time of good behavior. Hell, Otto had even scored himself a job as a researcher at one of the facilities located out of town; one of those jobs one couldn’t speak about outside the facility. His intelligence and capabilities were just too remarkable to go to waste; or so Peter assumed. Perhaps it was his own hero-worship talking, but it seemed the most likely case as far as he could tell.

All of which made Venom’s attack all the more baffling. Eddie didn’t allow the creature to go after anyone who wasn’t a hardened criminal, so why was he allowing it to go after Otto?

The disturbing idea that Eddie might not actually have control this time crossed his mind, but he decided to shove it back for now. He had science homework to do.

Chapter Text

Most people when busy inside their designated workshops, fixing or making things such as small robots or Ikea furniture, might enjoy listening to music while they worked. And there were indeed times when that was true for Otto as well, but tonight wasn’t one of those times.

Not too long after he’d acquired this safe house he’d converted the basement into a perfect tinkerer’s playground; he’d also gotten himself a little something less than legal to go inside it. It was a police scanner. At the moment he had it tuned to the nearest precinct’s station. Every once in a while he’d switch channels, but not often.

If Venom was out there hunting for him, it would surely be the cops who caught wind of it first. Of course they wouldn’t be able to stop it. He had no intention of cowering and hoping it wouldn’t find him, deluding himself into believing he was truly safe, because it would find him. He didn’t know how, but he knew that it would.

So for now he listened to that as he worked under a low-heat emitting bulb which was as bright as he could stand, using moderate magnification on the more delicate inner workings of one of his actuators. The claw had gotten dented and bent during the fight two days ago, and he was working out all the kinks as quickly as he could. The sensitive eyes within it had been mercifully undamaged, (a testament to how well his more recent additions to the arms worked) but whatever that black gunk was that Venom produced stuck and wormed its way into small cracks. It was worse than blood-- not even drying, just always sludge-like and cloying. Most difficult had been the dents and ravaged bits of metal, which prevented the more delicate instruments hidden within the mechanical arm from deploying correctly. It had taken him hours, but at last it was all finally coming together.

After finishing the final replacement of one tiny part he decided to test it. Experimentally he opened the actuator to allow the long whip-like tentacle within to emerge, slowly, ever so slowly, watching closely how smoothly the hinges worked to open and make way for it. A wave of satisfaction washed over him when the tiny hinges pulled back smoothly without a single scrape delivered to the emerging appendage. It had taken nearly a whole night and an entire day, but at last it was done.

He smirked in triumph, but that happiness was short lived.

Loud and clear on the radio an officer announced the sighting he’d been dreading to hear. The long flexible tentacle withdrew, the opening behind it closing with a series of clicks. Venom was on the prowl, it seemed.

Just in time. Perhaps it’d had to recover after the thrashing he’d given it. Doubtful, but the thought was a pleasing one none-the-less. More likely it was Spider-Man who had done the thrashing… there was no doubt he knew things about the beast that neither he himself nor the cops knew.

Otto didn’t stop his work just yet. No matter how sure he was of himself, haste could only lead to disaster. He listened while he tested the opening and closing mechanisms of the inner actuator. A deep clunk was heard deep within the metal arm as he switched tools, triggering the long stake-like spike which extended much faster than the tentacle had. No unusual scrapes or grating occurred as it slid free and then smoothly locked in place.

Perfect.

This, of course, was one of his newer additions. Just a little added measure of self-defense. Something which had probably made all the difference during his confrontation with Venom, honestly.

The stake withdrew upon itself in a manner not unlike a police baton and locked back into place within.

As a final measure he tested the tiny pincers which existed within the perimeter of the actuator. These were the most sensitive instruments he possessed, and were thus surrounded by the thick metal alloy which made up the entire outside of each arm. These were used to manipulate small objects and could flex and grip with dexterity of multi-faceted tweezers, all while being every bit as sensitive as fingertips when fully engaged.

A couple street names were announced from the crackling radio, announcing where the creature was headed. Otto listened as he twirled the graspers and flexed them to test their delicate hinges.

It seemed Venom was still quite a ways away from his hideout. The creature of course did not yet know where he lived. This was not a safe-house chosen by himself, but rather one chosen by the authorities who both seemed as determined to protect him as keep their eyes on him. They’d even given him a government job where they could put his intellect to use while never allowing him an ounce of privacy when it came to his research.

None of his enemies or otherwise had found out where he lived over the years. No one except Peter, of course, but the kid was the farthest thing from an enemy he had. He was quite possibly the only person in the world he could actually trust. To say the kid was his only friend was as troubling as it was the plain and simple truth of the matter.

Sad that his only remaining friend was a highschooler who had once been under his near constant tutelage. Even sadder was just how much fondness he felt for the kid. Just how much he’d come to rely on his company to stay sane.

But it wasn’t something he liked to think about, so he put it out of his mind.

He shifted his focus, finishing the last touches of his work. An ultra-soft q-tip was used to clean the last of the black gunk from around the actuator’s many eyes. They were at times the only things he could actually use to see, what with the damage that had been done to his organic eyes.

The incident had never left his memory. To this day the nightmares plagued him. He still remembered the horrified screams and the death of the one person he’d ever loved. All of it his fault. Something a therapist would call ‘survivor’s guilt’ and ‘PTSD’, something which he didn’t care to dwell on despite all the suffering it caused him on a weekly basis.

He should have known better than to have messed with something so unknown to science as a whole. A miniature star, cultivated right here on Earth. It would have been a miracle if it hadn’t broke containment, but as they say: hindsight is 20/20. He’d deserved everything that happened to him, but the others? The bystanders? His wife? No. They hadn’t deserved it.

The uniqueness of the accident left equally unique scars. Rather than the disfiguring tissue caused by chemical burns, his eyes still looked relatively normal aside from the irises. They had been bleached near white from the UV rays, their interiors scorched in a way which would forever cause agony in the presence of unfiltered light, artificial or not. The jagged, lightning-bolt shaped scars on the surrounding skin which stretched down his cheeks in places came from the arcs of charged plasma. Though the plasma had seared his whole upper body in one way or another and destroyed the inhibitor on his actuators, they had only left their permanent marks around his eyes.

In a mere instant his life had been destroyed. Not a day went by where he hadn’t wished he’d died that day. After coming to terms with it, however, he’d begun to suppose he deserved to have lived. To fully experience the agony of what it meant to survive. To have killed his only remaining family. To have failed in the worst imaginable way.

A commotion started up over the radio and he slowed what he was doing again, ears perked. Then he heard something which made him decide he was done with his final adjustments.

Spider-Man was in pursuit of Venom.

Otto stood up and clicked off the lamp he’d been using, removing his work goggles and setting them aside. He picked up his round shades on his way up the stairs. Without a second thought he grabbed his coat and headed out the door.

Perhaps he wanted to pick a side to not be seen as a monster anymore; perhaps he just didn’t want to let his debt to Spider-Man go unpaid. Either way, if Venom wanted a fight, the beast was going to get one.

((()))

Atop a high roof where the cops couldn’t reach or see, Spider-Man was facing off against Venom. The creature was agitated beyond belief, pacing back and forth and snarling. It leapt at Peter, straight on like a mindless beast. With utmost grace he rolled out of the way of those vicious claws and shot a counterattack of his own, hitting the beast’s forearms with webbing. Without its hands to catch itself, Venom hit the rooftop hard. Something cracked from the impact. Likely the sound of its jaws snapping shut.

Before the symbiote could recover, Peter hit its arms with another web shot. Venom writhed sideways with a low roar, its back claws scraping furrows into the roof as it struggled to regain its footing. Eventually it ended up sitting back on its haunches, the tips of its bound claws twitching against the roof.

“Are you in there, Eddie?” Spider-Man tried. “Come on, talk to me!”

Venom rasped three simple words:

“Eddie isn’t here.”

Peter felt his heart sink, but he wasn’t about to give up that easy.

“Now I know that isn’t true. If it was, you’d be a black smear on the roofto--”

With a furious snarl, Venom lunged.

Which only confirmed what he’d been about to say, really.

Peter hadn’t been expecting the monster to be so fast with two of its limbs tied up like that. The attack was a glancing blow, but it collided with him violently enough to knock the wind from his lungs and knock him off his feet.

He tumbled across the rooftop, but caught himself before going over the edge. He assumed a defensive crouch with a huff, facing the creature which was now busy trying to bite and kick the webbing off of itself. It looked a lot like a cat tangled up in some yarn, which might have been kind of cute if it wasn’t, well, Venom.

He was going to have to act fast if he was going to subdue the symbiote. Clearly Venom wasn’t going to tell him why it was doing this, but Eddie would. This wouldn’t be the two’s first ‘lover’s spat’, and the human side was always much easier to reason with.

The creature had a couple specific weaknesses. All he had to do was find a way to exploit them. He glanced around quickly, wishing he’d thought ahead at least a little before engaging this beast.

He didn’t have much time to beat himself up over that, though, because Venom was all too eager to do the beating for him. He barely had time to dodge the next attack due to their proximity. Claws caught him just above the hip, tearing three perfect lines into his suit and skin. The pain hardly phased him. He ducked and rolled in a mad rush toward the blackened window of the apartment adjacent this roof. With the elegance of a swan he vaulted into the window. Bits of glass scattered everywhere as he rolled, before coming to a stop perfectly balanced.

The interior was every bit as dark as the outside would have had you believe. There lacked much furniture at all and what did exist was coated in layers of dust; the place clearly hadn’t seen human activity in years.

Peter had roughly five seconds to register this before Venom came smashing in through the window after him. Where he himself had created a rather dainty little hole, Venom took out both windowpanes. The creature struck, came through, and then fell hard on all fours onto the dusty carpet below in a razor-rain of glass.

Peter backed away before the creature could catch him.

“I thought you wanted me to leave you alone,” He remarked, coming to a stop on the other side of the room. “Eddie must have really burned you this time to have you chasing people around like this.”

Briefly he searched the ceiling. There he found what he was looking for: a fire alarm. Now he needed to set the thing off. What he would have done for a lighter right at this moment…

In fact, now that this part of his hastily concocted plan had come together, he realized just how flimsy the rest of it was. How was he supposed to find a lighter in here? And even if he did, how would he set off the alarm without setting the whole apartment ablaze? It wasn’t like Venom was going to give him time to do this the cool and careful way.

His senses told him when next the beast lunged, because he found himself stuck to the ceiling and pressed flat as the dark creature rushed beneath him so close he felt the wind of its passage. It skidded to a stop and whipped back around to leap at him, swiping, missing, and gouging the ceiling deeply enough that its claws audibly splintered one of the foundation boards beneath.

Peter jumped to get out of the way and spun mid-air. He hit the creature with a string shot from each wrist, causing it to entangle the beast as he himself twirled in air and landed perfectly. Unfortunately, his impressive acrobatics were at their limit in such tight quarters. Though Venom was yet again partially tied, the web didn’t stop it from rushing forth and knocking Peter backwards. Jaws parted, it came down upon him ready to bite his head off.

He jerked to the side sharply and tried to kick, when suddenly something huge, long, and ribbed caught the creature by the head and sent it catapulting backward. It crashed into the opposite side of the room. An empty bookcase smashed to splinters and a small table was crushed beneath one giant paw.

Peter rolled sideways swiftly to get his back to a wall and find out what the heck just happened.

There, silhouetted by the flash of police lights and the backdrop of dingy city lights, a familiar figure stepped carefully into the room through the obliterated window. Aided by his two lower mechanical arms he moved smoothly. Glass shards broke beneath his heavy combat boots with a strangely satisfying series of crunches, almost as satisfying as the sound his upper actuators made as they spun slightly and clicked into place. Both were arched, open and locked on to the creature across the room.

“Dr. Octavius?” Peter squeaked in utter shock before he could help himself.

Thankfully he didn’t think the older man heard him.

He was utterly thunderstruck. Sure, he’d saved Otto from Venom a few days ago, but that was different-- that was normal. Just Spider-Man saving someone from being eaten alive; happened every day. But Otto willingly meeting him on the battlefield? Here? He didn’t even know who Spider-Man really was, only knew him as the big ‘hero’ who had fought him while he was possessed by his own AI, the very same ‘hero’ who had probably helped contribute with the bad reputation Otto despised so much, and yet, here he’d come to wrench a homicidal alien off that ‘hero’s’ face.

Even Venom seemed entranced by this sudden change of events. It had righted itself and was perfectly able to attack, but it didn’t. It just stared with that sinister, unreadable grin and its head tilted like a curious puppy. It was as if the mindless aggression had been knocked out of it by that uppercut to the jaw, or something.

The tension mounted as the seconds ticked by, nobody spoke nobody made the first move. Otto didn’t dare take his gaze off the beast before him, and it seemed Venom was treating him the same. It was almost as if the two were off in their own little world together.

Lost in each other’s eyes.

Naturally, Spider-Man started feeling a little jealous.

Quick as a whip he slung two ropes of web around Venom’s legs and jerked the creature sideways. As soon as the beast lost its footing, Otto took his chance to land his own attack. His actuators hit the beast in the chest and the neck, helping to take the creature down. His coat flowed about him like great black wings as he fell upon the monster fearlessly, and he held it pinned. Venom thrashed, grasping at the tentacle clutched around its throat. Its hands hit the metal and black web-like material immediately began to climb up the ribbed surfaces, crawling up toward their owner like something alive.

Otto shoved downward with a roll of his shoulder, that spike within the actuator extending like a bolt and piercing right through Venom’s neck into the floor below. The creature choked hideously, but didn’t weaken. Unable to free its legs from the webbing, it instead swept its whole body sideways and struck Otto’s legs in an attempt to knock him off balance.

Fortunately for the man, he had two extra limbs to catch himself with. They hit the floor hard and he regained his footing, half-straddling the beast beneath him now.

Spider-Man felt his senses go wild as he witnessed this change in position. He was up in an instant as Venom grasped Otto’s metal arm with both claws, a snarling grin on its face as it stared up at him, its long tongue snaking out, dripping with black bloody ooze.

Peter could do nothing as the monster began to cling to Otto. The black webbing crawled up his leg, something which he noticed far too late. Venom brought him to his knees, then, that black webbing weaving up under his clothing and into his flesh. Otto cried out, the sensation was like ice in his veins. Before he could react, the thing was in his mind. He could feel it like talons made of ice piercing his skull.

“You think you owe this little pest?” the voice was Venom’s, deeper and rumbling within his head than it had ever come from its throat. “After all he’s done to you?”

Otto saw memories flashing before his eyes with no rhyme or reason, no connection aside from the intensity of the emotion within them. The creature was flipping through his mind like it were a picture book. Emotions and physical sensations washed over him in tandem, further bringing him down. His hand landed upon Venom’s chest, the black leather glove the only thing protecting him from further violation. He gasped as he arched over the beast, so close that the creature could have ripped his throat out if it wanted to.

The sharp scrape of metal on metal was heard and the actuator once puncturing Venom’s throat retracted its spike, before closing like a vice. It dug deep into the black flesh and pulled. If it weren't for the immense strength of the arm and the fact so much of the creature was currently curling about Otto's body already, this might not have worked.

As it was, Peter was left watching, astonished, as Otto tore the creature half off of its host. Otto recoiled bodily, dragging the creature with himself. It clung to both him and its host desperately, stretching like nightmarish spider webs of thick tar. Otto couldn’t even manage to drag himself up off his knees even with the help of his tentacles.

Peter dropped close and called out to Eddie.

“Listen, we--” he glanced up at Otto, but between the darkness and his round black shades it wasn’t possible to really discern his expression other than pain. “We’re going to help you out! I know it isn't you making Venom behave like this.”

There wasn’t time to say anything more than that. Venom let go of Otto and Otto did the same, lurching backward and away from the beast with a pained rasping gasp.

Venom was up in an instant, this time it launched itself onto Spider-Man and slammed him hard onto the floor. Its teeth embedded themselves in his shoulder, and its claws raked deep furrows into his flesh as it pinned him. Peter screamed in agony and tried his hardest to punch and kick the creature off of himself.

Two metal actuators swiftly wrapped themselves around the monster’s skull and crushed inward, breaking its jaws to dislodge it before Otto threw the beast off of Spider-Man with such force that Venom didn’t just hit the wall this time. It went through it and even shattered the heavy masonry which made up the outside of the building.

Broken and oozing black gore, the creature got up and shook its head. Its broken jaw wiggled obscenely along with its long, tentacle-like tongue. Disoriented, the beast merely gave its two enemies one last, long stare, before bashing through the wall the rest of the way and making a swift escape.

Both men stared after the beast and waited, barely breathing, half expecting it to come back at any moment.

It didn’t.

Peter nearly collapsed with pain, taking the time now to observe the sheer amount of blood soaking his suit and pooling beneath him in steady long drips. He cradled his torso with one arm, shaking gently as he observed all the tears in his suit as well. He didn’t realize Otto was watching him, mainly because the man did it with an open actuator instead of his eyes, inspecting his fallen ally while keeping his outward attention on the hole in the wall for a few moments longer.

Finally, he turned his full attention to Spider-Man.

He got down close to inspect the damage and offer an extra arm for the hero to lean on. Spider-Man sort of draped himself on the proffered metal arm.

“Thanks,” he said weakly. “You know, I wasn’t so sure about you for a while there, Doc, but now? Now I think you’re alright.”

Otto scoffed.

“Now isn’t the time for jokes, Spider.”

Though he meant to sound unimpressed, there was a deep sadness in his tone that gave Peter pause. He said nothing, but he didn’t need to. Otto cradled him a little tighter, looking over his back. Peter shivered internally when he felt those gloved fingers gently ghosting around the bite wound. He gripped the metal arm tightly, a second one moving to tuck against his chest to help steady him.

Just then, the sound of the police breaking into the building caught both their attentions. Otto didn’t seem concerned, but Spider-Man immediately tensed and tried to escape from his grasp. Otto only held him tighter.

“You’re bleeding out; you need medical attention.”

“No, no, no, hospitals are out of the question,” Peter retorted immediately. “I just need to go somewhere to rest. I heal fast, trust me. This is nothing.”

Otto was quiet for a moment, his grip loosening, but only slightly. He didn’t particularly want to be seen by the authorities, either. After all this they’d probably try to find a way to blame Spidey’s injuries on him anyways.

“I have a safe house nearby. We can get out through the side of the building and be there in less than fifteen minutes. The cops won’t see us if you follow me.”

Peter had to physically restrain himself from agreeing too fast. He wasn’t supposed to know where Otto lived or be so comfortable with him, but god was it difficult when blood loss was making his head spin. Not to mention the weird octo-hug he was currently experiencing. The proximity was making his head spin in a completely different way. Deeply ingrained fear, perhaps? Must be, considering the way his heart raced and his body temperature was through the roof. His fingertips danced along the ridged surface of the tentacle hugging against his torso.

The arms had always been so much warmer than they appeared. Radiating a constant, animal heat from within. This he knew was due to the internal power sources inside. They lined the interior up and down, like a million still little hearts. He remembered studying the blueprints well long before they were even finished… back before things had gotten so complicated.

The noises of the police approaching grew louder.

“We have to go,” Otto said immediately, helping Spider-Man up onto his feet.

Thankfully the lithe man was a lot stronger than he appeared, as scaling down the building and stealing away into the darkness was much faster than it would’ve been otherwise. Otto kept him close, half-hiding him beneath his coat when they crossed the only busy areas on the streets.

From there it was a straight shot to Otto’s safe house. The entire time he kept all eyes on a swivel, making sure nothing dark and sinister was following them any step of the way.

Chapter Text

“How can I be sure you’re not taking me to your place to finish me off, Doc?” Peter jabbed wryly.

“If I wanted you dead I would have let Venom have you,” Came the deadpan response.

Perhaps making jokes about that right now or ever was a mistake, Peter realized too late. Otto herded him inside and shut and deadbolted the door behind them.

“For what it’s worth, I’d much rather have it be you,” Spider-Man continued in a lame attempt to amend his previous statement.

Otto knew he shouldn’t have been offended by it. It had been years since they’d fought, yet they still knew each other best that way; as hero and villain. The amount of time and all the events that had happened since should have put a damper on his feelings, but for one simple thing, it didn’t. All the memories Venom had wrenched to the fore of his mind were fresh and needling as a bad dream. The past didn’t feel so distant right now.

He didn’t want to admit it, but his heart ached from it. It ached far more than any wound possibly could. And when any creature felt pain, it tended to react. Thus… he did. It took him a moment to realize he’d even moved, but the little sound of shock that Spider-Man made alerted him to the fact that he had. The swiftness with which he’d acted on his own pain frightened him. Otto didn’t so much shove the other man as he swept him, his tentacle like a great metal tail crushing the smaller male up against the wall.

They were so close all Otto had to do was turn to place his hand beside the smaller male’s shoulder, caging him. He was a good half a foot taller than Spider-Man, he realized, something he’d never really paid attention to before now.

He leaned closer and tilted the smaller man’s head up with his free hand.

“If that’s what you really think of me, you’re even dumber than I ever realized.” He growled dangerously, “Following me home weak and wounded… it’s astonishing you’ve survived this long with such a powerful death wish.”

Something quite like fear jolted Peter’s system as he looked up into his former mentor’s eyes, or rather, those round dark glasses which hid them perfectly at this angle. He was shocked into utter silence by the suddenness of this and by how much the other man actually dwarfed him in size. It was terrifying. He was terrifying. This close, it was like being pinned beneath the paws of a tiger, at the mercy of both claw and fang which could dispatch him in seconds if he felt like it.

It was a far cry from the quiet, soft and charismatic man he knew when he was Peter Parker.

For the barest moments he felt like a small child getting reprimanded; he just cared far too much about what Otto thought of him. He reminded himself again he wasn’t Peter at the moment and was Spider-Man so of course Otto hated his guts and thought he was an idiot.

When his jaw was let go he just sort of slumped slightly, trying his best not to look like a kicked puppy.

 He gripped Otto’s tentacle, fingers sliding into the grooves as he tried to push himself up a bit in an attempt to feel a little less small. All he managed to do was squirm like a pinned bug, arching and tilting his head back against the wall.

“You’re right, I’m sorry I said anyth-- Ah…!” he breathed, the noise sounding absolutely pitiful. “You’re uh, heh, you’re kinda crushing me here, Doc.”

Immediately Otto backed off. He looked almost confused as he stared down at the blood staining his mechanical arm. What the hell had just come over him?

Spider-Man stepped from the wall, or rather, peeled himself off of it, leaving behind a bloody smear. He hissed softly in pain, and Otto was shocked when the smaller man stumbled a little and ended up holding on to his coat to stay standing. He was panting as he pressed up against him, and all Otto could think to do was hold on to him right back, with his organic arms this time.

“I’m sorry,” Otto said quickly, “I overreacted. I didn’t mean to hurt you. It was Venom, he… it did something to my head when we were…”

“Hey don’t worry about it, we’re both a little heated from the fight.” Spider-Man cut him off breathlessly, “Just, can you get me somewhere to lie down? I’m, uh, I think I’m about to pass out.”

A jolt of panic at those words spurred Otto into motion. He began to lead the smaller man to the guest bedroom, when suddenly he went limp in his arms and nearly hit the floor. Thankfully, Otto’s reflexes were quick; after all these years living with these extra appendages they often moved faster than he could tell them to now. Just like his actual limbs.

He gathered the smaller man up carefully and ended up carrying him there bridal-style. Times like this he was grateful to have extra hands, because he had to use an actuator to open the door. Carefully he carried Spider-Man inside the darkened room and laid him gently upon the bed. He knew the sheets and blankets would be bloody by the end of the night, but it mattered little. No one visited him anyway.

After lying him down, Otto stayed close for a moment. Perhaps one too long to be appropriate. It occurred to him how vulnerable the little hero was beneath him, how easy it would be to remove his mask and see who he really was. Oh, it was tempting, more tempting than he ever expected such a thing would be. He didn’t realize that all he craved was the intimacy of such an act. He found himself caressing the side of the younger man’s neck, trying to find the seam of the mask.

After he found it he slid his fingertips beneath it, just a little, before withdrawing. He’d never actually go through with it. Such a violation was beyond his scope of morality. Still, it was as though he was in a trance. He didn’t want to leave, he didn’t want to be alone just yet… Alone. Like he always was.

Absently, he let his free hand wander down the front of the younger man’s body, gently pulling, as if massaging, getting an idea of how the suit felt, carefully avoiding the torn patches as he went. It felt like a second layer of skin, warm, conforming and stretchy. Otto could feel every contour of every muscle through it. The heat of Spider-Man’s body was intoxicating.

He didn’t dare venture too far, hovering upon the young man’s navel. It occurred to him that this boy couldn’t have been a day over 20 years old. Even without seeing his face, now after feeling him and hearing him speak he knew for a fact he had to be young. God, what was he doing? He needed to stop.

Just then Spider-Man moaned softly and turned his head into Otto’s touch, effectively making the decision for him. Otto pulled away quickly as though he’d been burned. He stayed frozen, waiting, actuators poised like frightened snakes above and behind his shoulders, but the younger man didn’t do anything else. His breathing was slow, relaxed in a deep slumber. The movement had been subconscious.

Otto breathed a sigh of relief before turning about. He swept out of the room without a backward glance, one of his actuators gently shutting the door behind him.

((()))

It was dark when Spider-Man awoke. He didn’t remember where he was and nearly jumped out of his skin looking around at the alien surroundings. Then the events of the night came crashing back to him like a freight train.

Oh, god, everything hurt.

Jumping with fright upon waking had aggravated his wounds. He groaned and fell back into the bed, face-first this time. The pillow and blankets smelled musty as though they hadn’t been used for a very, very long time, but he didn’t mind. He hugged onto them just the same. He wondered about going back to sleep, but he felt he’d already overstayed his welcome. It was a great leap in both their trusts and affections that Otto had taken him here to protect him for as long as this, and that he himself had let him do it.

Keeping himself and his alter-ego separate was usually pretty easy, but with Otto it was like he couldn’t even pretend. He couldn’t pretend to be distrustful, not with any honesty. He couldn’t pretend to dislike him even a little, not even when his back was to a wall. He couldn’t keep his distance. If anything, the mask only made him bolder. It made him fearless to do things on a whim that he never would otherwise.

He wondered if Otto noticed his clinginess earlier. He could blame it on the blood-loss and weakness this time, but in the future, when Venom kept attacking (and he knew it would, because it never stopped until it got what it wanted, and what it wanted was thus far a mystery) and they would end up fighting together again, he didn’t know if he’d be able to keep up the appearance of ‘grudging allies’.

He simply didn’t want to. He wanted to be closer, as close as they were when he wasn’t Spider-Man. Maybe even closer than that.

The thought hit him hard and fast. He gripped the pillow beneath him tighter, a sensation like electricity arching down his body from the realization. A realization he felt had been waiting to surface for years even before the accident.

There was more to his desire to be physically closer to Otto than he’d previously realized. He thought about him deeply, about his pale eyes and those wicked scars which arched from them, about who he used to be before all this. About his incomprehensibly intelligent mind and all the things he’d come to create. He was someone who Peter had genuinely grown to adore and admire, which had made fighting him all the more difficult after the accident nearly drove him mad.

He couldn’t even hate or fear those metal arms in spite of what they’d caused and done, because Otto himself had created them, and now they were a part of him. Being so close to him tonight had been wonderfully thrilling. Like being taken under the wing of a dragon; something great and terrible to all except those it wanted to protect.

But still, he couldn’t stay here. Especially now that his heart was pounding in his chest. Now that the knowledge of his own desire struck him down like lightning and left him weak. He had to leave, he had to go home and think about this.

The window was an easy enough exit. As high up as this room was, it wasn’t barred like the others. He unlatched it and climbed out. His aunt was probably worried sick about him anyway. Who knew what time it was? It almost looked as though the sun was starting to rise.

Thank god it was a weekend or he’d be missing another day of school. The number of days he’d had to stay home thus far was already critical.

Swift and graceful, he left the window and swung away off the nearest building using one strong web shot.

Not even five minutes later Otto would return to the room, not entering himself but peering inside with an actuator. He’d been checking up on the young hero every thirty minutes or so to make sure his healing factor was really as robust as he claimed it was.

Judging by the fact he was gone this time, it appeared that it was. Otto pushed the door open slowly. The hinges protested mournfully. He gazed at the empty bed and the dark blood stains upon it and felt something inside his heart open up; a chasm of sorrow. A darkness filled with nothing, where everyone he’d ever loved or cared about had once existed.

Calmly he entered the room. No other traces were left behind except for the open window. He walked to it, staying within the darkness as he looked out at the buildings and streets below which were teeming with vehicles even at this time of night. There were no traces out there, either, that the hero still lingered. He shut the window and locked it before leaving the room permanently.

The night would be long and sleep hard to find. He couldn’t stop thinking. The losses he’d suffered were fresh in his mind like they shouldn’t be, and for that he blamed Venom. The monster had dredged up too many memories. It had done so and looked at them, too. It probably knew more about him and his pain now than any other living creature on the planet. That fact enraged him just as much as it scared him.

It knew his weaknesses, few as they were. It knew who he cared about; the last person alive he even gave a single thought for when he heard the word ‘friend’ uttered.

Slowly it dawned on him. Peter Parker was in incredible danger and once again, it was all his fault.

Chapter Text

Shortly after Spider-Man left, Otto gave in to his exhaustion. He slept half on his stomach, extra arms branched out every which way like unruly serpents. Paranoia kept every actuator open and alert. Some curled about him (they were much lighter than they looked) while others rested upon the bed frame. All of them focused their eerie glowing eyes at both window, door, and the room in general. If anything were to move out there, he would be alerted and jerked awake by reflex. His actuators could act with deadly efficiency even without him being fully conscious just as much as they could tell him of his surroundings while he was dead asleep.

Thankfully, the night would remain peaceful.

Right up until the blaring sound of his alarm clock jerked him awake several hours later. He nearly slammed an actuator upon it to shut it up, so tired and in pain was he from the previous night’s activities mixed with the terribly late bed time, but refrained at the last second. Doing so would have smashed the thing to pieces and he sort of needed it intact.

He knew he had work today, he just hadn’t put it high on his list of priorities with Venom skulking around. He’d gone to work on no sleep at all before, surely he could do this. With much care he got up and shut off the alarm, wincing in pain the whole time. The fight had left him terribly sore.

With reluctance he hauled himself out of bed and headed to the bathroom. The blood on his tentacles had dried into a nasty crust, and black goo adorned too much of the chrome for him to be comfortable with. Some of it even remained on his skin, he found out after stripping down completely.

He looked closer at the marks on his leg and realized that it wasn’t just left-over residue, rather, it looked more like bruising. It crawled past his thigh all the way to his hip, branching and forking like black lightning. Perhaps it had happened during the struggle when the symbiote had been forcefully torn from his body. He shuddered at the memory. The pain had been deep and unlike anything he’d ever experienced before. Experimentally he touched it, pressing gently into the dark stain. It ached and itched in equal measure, but he didn’t touch it further after that.

The subsequent shower would last a good half hour. The strange bruising was all that remained after, but it didn’t matter. No one would be seeing it, anyway. As he was getting dressed and readying himself for work, all he could think about was Peter.

He didn’t even know how much the symbiote had seen whilst inside his head, but he couldn’t shake the fear. He wouldn’t be able to live with himself if yet another person he cared about came to harm because of him.

The thoughts would continue to haunt him even long after he arrived at the sprawling underground facility which served as his workplace. It was a secret facility out of town surrounded by fencing and signs which threatened being shot in the event of trespassing. Of course, he was allowed in immediately at the front gate.

When he arrived on the first floor of the facility he received his assignments for the day. It wasn’t anything new, just a few deadlines on ongoing projects which he was already nearly finished with. He almost regretted the fact there was nothing new; there would be nothing to distract him from his unpleasant thoughts.

He headed to the lab which he’d nearly claimed as his own. Seeing as no one was there, he turned down the glaring overhead lights. Even with specialized shades or goggles the harsh florescence he’d once deemed perfect to conduct research under left him with nauseating migraines. Three hours straight was about the most he could stand. Thankfully, most of his fellow scientists gave him a wide berth and tended to leave him be wherever he chose to work at so he never really had to deal with the agony.

Aside from his reputation, him lurking in constant darkness did nothing to soothe his fellow colleagues he was sure, but it couldn’t be helped. They never bothered to ask why he was in the dark all the time when working alone, even after he’d nearly ended up scaring the life out of one of them when she’d thought she was alone and all the red beads of his actuators turned on her like the glowing eyes of serpentine demons. As if the four arms alone didn’t make everyone keep their distance well enough anyway. He was an enigma to most; a dangerous one to some in spite of his efforts to try to mitigate that with his charming personality if only for the sake of his job.

Before getting to work, he grabbed a lab coat and some gloves as well as a pair of black goggles and a mask. When working with dangerous biological substances, safety was of utmost importance.

Even as he worked, slow and careful due to his troubled thoughts, exhaustion, and pain, all he could think about was Peter. It left him feeling slightly ill knowing he’d have to be here working for over eight hours before he could see the boy and make sure he was okay. Still, he worked diligently, and made no mistakes even if he moved much slower than usual.

((()))

Little did Otto know, Peter was thinking of him as well. Only instead of worry, it was something completely different that drove him to distraction. Sitting in class he barely heard anything the teacher was saying as he thought about the night before. About the way it felt to be held by the other man. His mind wandered far into daydream territory. He imagined their encounter going differently. If only he hadn’t passed out in Otto’s arms. If only he’d been awake when the man had laid him down on that bed.

Peter’s eyes were glazed as he stared at the chalkboard and listened to the teacher droning on. She called upon one of his classmates, temporarily distracting him, but not by much.

He imagined keeping his hold on Otto’s coat as he sat upon the bed. He imagined drawing the older man closer to himself, lifting his mask and kissing him. Otto would have no idea who he was really with, so Peter imagined it would go much further than that. He imagined the other man would be demanding, hungry for the contact, suddenly aggressive and pulling him closer. He imagined him kissing him hard for a long minute before shoving him down onto the bed and climbing on top of him, actuators poised about him like the heads of a looming hydra.

The thoughts grew fuzzy from there, the butterflies in his stomach making it difficult for him to picture anything more intense than that as much as he wanted to. Doing it here in class just felt too weird.

He couldn’t seem to leave the images behind, though, right up until the teacher called on him. Hearing his own name made him snap back to reality hard and fast. The pencil he was holding snapped in half as he gripped it a little too hard, forgetting himself and his superior strength in the moment.

Realizing he hadn’t heard what she said, the teacher repeated her question. Thankfully, Peter wasn’t stupid in the least; quite the contrary. He hadn’t needed to hear the whole lecture to answer her question correctly, thank god.

When the attention left him he couldn’t help but sigh visibly. He looked at his broken pencil with a frown, and continued trying to use it to take notes anyway. He only jotted down a couple before yet again his mind began to swarm with thoughts of Otto. At this rate, he wasn’t sure he would be able to see the other man and act even remotely normal around him. His stomach fluttered with anxiety at the thought. If the man ever found out, the rejection he knew would come would destroy him. He gritted his teeth as he stared down at his notebook, his heart aching at the thought.

But maybe, just maybe… he had a chance as Spider-Man. The idea was all that kept him from pure heartache. Just how he’d approach it though, he had no idea.

Perhaps it was a stupid idea, anyway. One that should very well stay as a fantasy. A pretty little lie for himself to keep him from plunging into some kind of love-sickness he’d never before knew existed. So long as he kept this secret, he’d be able to see the man whenever he desired. Even if he could never have him, at least he could still be near him, and that would be enough.

The hours ticked by slowly. Even Peter’s friends noticed he was not quite present. He was deep in thought and more melancholy than usual. When they asked if he was okay, though, he simply told them he didn’t get enough sleep last night. It wasn’t a total lie.

Once the day was finally over he got on his bike and headed home the same route he always took.

He didn’t notice the dark shape following him from the rooftops, scaling the sides of buildings and lurking just out of sight of everyone below. But very, very soon, that was about to change.

Peter didn’t sense the creature coming at him, never even saw it coming. Venom was a clever beast. It waited for him to take his usual shortcut through a narrow alleyway before making its move. It leaped down, landing behind Peter before charging and lunging at him with the silent, swift ferocity of a true apex predator. Peter never saw it coming. He was knocked clear off his bike and slammed to the filthy pavement so hard the breath was torn from his lungs. The beast's claws sunk into his back and he felt its hot breath on the back of his neck. Then, it laughed, a deep and wicked sound.

Confusion and pain quickly turned to a deep terror.

“Venom!?” Peter cried, “what are you--”

Peter struggled as he spoke, but failed miserably to gain any ground as the beast grabbed his arms and dug its claws in harder. Using its own form of webbing, it bound Peter’s arms behind his back while sitting atop him, its weight easily keeping him from squirming.

The beast just laughed again at the young man’s protests.

Once the deed was done, Venom moved off with his prey in claw, scaling a nearby building. They travelled into a different district, where derelict buildings existed everywhere. It was within one of these that the beast at last threw Peter down onto the dusty floor.

The young man struggled to turn and face the beast as well as push himself away from it with his legs. His bound arms were scraped raw by the debris littering the hard floor. He looked Venom in those white, soulless eyes and saw only that nightmarish smile. It advanced upon him slowly, as if wanting to soak in the sight of his fear.

“Why are you doing this?” Peter gasped, eyes wide with fear and a sense of betrayal. “I know this isn’t the real you, Eddie. You wouldn’t do this to me.”

He tried to appeal to the monster's humanity, and for a second it almost seemed to work.

“You think you know us?” Venom responded, before swiftly crawling forth and pinning the younger man down. “You think you know what we are capable of? What we desire?”

“Eddie, please… don’t.”

Venom licked its teeth with that hideously long tongue with a look of what Peter thought was amusement. Then the beast flipped him over and cut his bonds. The freedom was not to last, however, for the next thing he knew Peter was being hauled up roughly and tied with black webbing in the corner of the room. Venom drew the young man’s arms above his head and his legs apart, firmly affixing every limb to the walls with multiple strands of web. In the end, he truly looked like a spider caught in a much more vicious arachnid’s web. He pulled and struggled even as it was happening, but it was no use; the beast was too strong in this form. He was left totally and truly at its mercy. He couldn't help but wonder if this was how criminals felt when he bound them up in his own webbing for the police to find.

The monster did not back off. It pressed itself against him, sliding its arms up his back and grazing his skin with its claws. Then he felt it. The symbiote was penetrating him through his back, black corruption branching through his skin. Peter couldn’t help but arch against the beast and cry out in strange agony.

Suddenly all his memories started to rush through his head, all his feelings, everything he’d thought about Otto since the night before. It didn’t take a genius to realize the beast was reading his mind. Even while the strange electric agony was rushing up and down his spine, he heard the beast laugh and felt deep shame rush through him on top of everything else.

Then, the pain stopped and he realized Venom was licking the side of his neck, still embracing him like a lover. The beast gently pressed against him, grinding its hips against his own. Peter gasped in shock and arched again, but couldn’t get away. He closed his eyes tightly as his body responded to the friction. Thankfully, the monster didn’t tease him for long.

“Funny…” Venom nearly whispered, “You desire your old mentor? Well don’t worry… you’ll be seeing him again very soon. Alive or dead, though? You'll just have to wait and see."

And with that the beast released him and moved off, crawling out a nearby broken window and disappearing.

“W-wait!” Peter cried. “Don’t leave me here!”

He struggled against his bonds, but they didn’t give even an inch. His heart was still racing in his chest. He had no idea how long he’d be stuck here, found by no one, until that monster finally returned for him.

“Please…” he whispered pathetically to the empty, dark room.

Exhausted, he sagged against the webbing with his head lowered. He couldn’t believe how unaware he’d been caught. Venom had a way of bypassing his spider-sense, leaving him vulnerable to ambush. He just never expected the beast would come for him like this. Silently he cursed himself for believing for even an instant that he was safe from this thing which was so clearly on a warpath. And now Otto was in danger, and he could do nothing to help him this time.

All Peter could do now was hang there and scream in frustration, so that’s exactly what he did. He closed his eyes and tried to bite back the fear and heartache raging through him in equal measure. Venom knew his secret, now, and if it told Otto… well, Peter didn’t know what he’d do. Worse, if it truly did manage to kill him...? The fear of it all mixed with his newfound captivity soon left him shuddering with soft sobs, crying to himself pitifully in the dark.

It could have been hours before suddenly he heard the sound of police sirens approaching…

((()))

The moment Otto arrived home he went directly to the phone, not bothering to take off his lab coat. He needed to call Peter to make sure he was safe; for once being the one to make the first move.

It was Peter’s aunt who answered, much to his dismay. He greeted her with utmost politeness regardless.

“Is Peter home?”

“No,” the woman sounded almost concerned. “He should have been here two hours ago… but it wouldn’t be the first time he got home late.”

Otto felt his heart sink, a pit forming in his stomach.

“I’ll let him know you called when he gets home.”

“Alright, thank you.” Otto said, trying not to sound choked.

They said their goodbyes and hung up.

For a long time Otto just stood there, lost in thoughts he wished he didn’t have. Then, as if a switch had been flipped, he turned and headed toward the basement with brisk steps. Once there he turned up the police scanner and sat down to listen.

Barely fifteen minutes in and he heard the report. Venom was out again. This time the beast attacked someone, and the police were on its tail. He took note of the street and address it was heading toward before getting up and going upstairs. He shed his lab coat and replaced it with the one long coat he had that wasn’t covered in blood. It was black and made of a lighter material, which flowed silkily when he walked.

He wasn’t gullible by any means. He knew this was a trap. The monster was luring him somewhere using Peter as bait. But what could he do, besides let the poor kid possibly be murdered by the beast due to his own inaction? The last person in the world he cared about, slaughtered all because of him.

He would travel to hell and back for that young man. He would happily die for him. He had nothing else left to lose. No amount of reason would stop him from walking right into that trap, and so, that’s exactly what he decided to do.

The front door banged shut behind him with a heavy finality. Whether he would ever return was uncertain, he knew, but not a single part of him cared. All he could think about was Peter.

He was the only thing left in this world that mattered; Otto knew that, now, and nothing would ever make him forget it.

Chapter Text

Venom was waiting exactly where the police on the radio said he would be.

The police, of course, were the first thing Otto noticed. With their white vehicles and flashing lights they weren’t exactly hard to spot. Venom itself, though, was a bit more difficult. Daylight was waning and the beast wasn’t making itself apparent. With any luck, it had taken fire and was hiding.

Otto decided to climb the building he was creeping beside to get a higher vantage point without being spotted. The last thing he needed was to be stopped by the fucking cops.

He reached the roof and kept low, looking more like a spider than Spider-Man himself ever had. He ran his gloved hand over the rooftop’s raised edge, gazing over it at the buildings across his while staying low. This structure wasn’t the highest around, but it turned out it didn’t need to be.

Venom was about four buildings away, not bothering to stay out of sight and instead was standing up on on its hind legs, peering about much like some kind of monstrous meerkat.

It was searching for him.

He gritted his teeth and ducked down for a moment. Fuck, he realized just how much he really didn’t want to fight that thing. Was he scared? He thought, at first incredulous at the idea, before the logic of it bled in. Of course he was scared… just not for himself. Death was nothing; he’d been there. No, he was scared of what might happen to Peter if he lost this fight. The stakes had never been higher than right at this moment. On top of that, both work and the previous night’s activities had left him sore, exhausted, and otherwise far from top fighting shape.

If he was going to win this battle he couldn’t afford to make mistakes. He needed a whole lot of luck and help as well, but waiting around for Spider-Man to show up wasn’t something he or Peter had time for, and the best the cops could provide was a distraction… and casualties he wasn’t willing to let happen.

No, he decided. He was going in alone and he was going in now.

Idly he tested his self-defense mechanisms as he went over his priorities. First, he had to find out where Peter was. The most straight forward way was of course to go right up to Venom and ask him. Since hunting around blindly was his only other course of action, he couldn’t see any better way other than more waiting, which he’d already decided against.

The beast was on the move. It was coming closer, looking more and more excited as it did. Could it scent him like some kind of hound? The police weren’t doing anything except keeping their perimeter set. Otto would do well to keep this confrontation within it, if only to minimize the possibility of civilians getting in the way.

Speaking of which, a couple of civilians hadn’t yet made it beyond the hastily placed perimeter. They were heading in its direction from the wrong side. The problem was that both he and Venom noticed the couple at the same time. He watched the creature as it locked on, and saw it bare its teeth in an expression of glee.

He pleaded silently that the creature wouldn’t go for it. That it would continue on its mission of finding him and thus leave those people alone. He knew his wish was foolish.

The beast began to crawl down toward them and after that Otto was fast to give up his cover. They were just two random people. Two unknown citizens who likely were as filled with hate and fear of him as they were the beast now dead set on mangling them. Yet he found himself heading down to the streets below with the same quick single-mindedness of that very beast.

The difference was that he was quite a bit louder. His metal claws ripped at the side of the building as he skidded down its face, shattering windows and dislodging chunks from ledges until he met the sidewalk below. His lower actuators took the brunt of the fall, shattering the pavement, but he’d managed to slow himself to avoid any injury. It was graceful, albeit destructive and loud as hell. Glass and debris fell in a hail of chaos as he made his way quickly forth.

Venom caught itself mid-lunge when it noticed him, and unfortunately the civilians noticed only him. The people; two women, he realized when they both let out terrified screams, were quick to break into a sprint.

Good, thought Otto, as he ignored them and approached the beast with rising anger. An upper actuator grabbed the nearest thing it could find; a door from a police car, and ripped it off its hinges before sending it flying at the creature like a frisbee. Venom leapt to try to dodge the attack. A hind limb was caught, however, disrupting its leap and sending it crashing onto the pavement.

Otto couldn’t help but rejoice internally at that little victory, but the creature was not to be injured so easily. It got up, licking its fangs as it approached him. Otto tried to keep his distance, tried to keep the thing going in circles with him with all his eyes focused on its every move.

By now everyone at the perimeter, cops, civilians, even a news crew had their focus squarely upon them. Otto’s actuators were on a swivel, mapping his surroundings even as he kept his primary focus upon his enemy. The attention of the authorities and cameras beyond were enough to ignite a whole new sort of anger in his chest. Something painful, sharp and cold. He hated that it looked like Venom was laughing at him.

“Is this what you wanted!?” Otto cried with a violent gesture, “Both of us out in the open? Let’s do it, then!”

Venom launched itself forward in answer. Otto caught the monster with two actuators, prepared to throw the beast, but the creature held on. Both claws hooked into the natural grooves of the metal arms. It was unable to scratch their surfaces, but able to hold on just as well. The momentum had him turning fast on his heel with the creature to avoid whiplash, his coat swirling about him, this first clash looking a lot like some kind of chaotic dance.

Another actuator leapt up to join the fray and keep the monster at a manageable distance. It took a surprising amount of power to keep the thing back for even those precious few seconds as it tried its best to lay its claws and teeth into him. He impaled his opponent through the arm with his actuator’s spike, then its leg, then the rest of its limbs. Every spike penetrated straight through to the pavement below. Otto stood over the creature, already breathing hard and burning hot.

“Where is he?” Otto growled at the monster. “Where is Peter?”

“What will you do if I don’t tell?” Venom intoned playfully.

Otto felt his rage surge. He unpinned one of Venom’s arms to instead slam the spike into its clavicle. Immediately the creature swiped at him, but he knew better than to stand within reach.

“I’ll rip that goddamn symbiote off of you!”

He’d almost done it before; Otto saw no reason not to try it again. He retracted the spike from Venom’s chest and instead dug his claws in. The creature was unnerved by that. It gripped the metal arm and tried to hold it as Otto wrenched back full-force. The black material stretched and webbed around the metal. There came a sickening ripping noise like flesh being torn from bone.

Venom roared. It was probably the first time Otto had ever heard the beast in actual pain. He redoubled his efforts by getting his other upper actuator entangled in the black mass. The strength of his metal arms was more than capable of rending Venom from his host, it had to be. If it wasn’t, then the effort of trying had to be causing some serious damage regardless.

“Stop!”

That voice gave Otto pause. It wasn’t Venom’s.

“You’ll kill me!” Eddie cried as both of Venom’s claws dug into those metal arms half-tearing the creature from him.

“I’ll tell you where Peter is,” Eddie continued. “He’s on the third floor of the building at the end of this block. Behind you.”

Otto was so taken aback that he accidentally allowed Venom to wrench itself out of his claws. The beast was enraged. It lurched forth, slamming him hard in the chest with its half-mangled head. The blow knocked the breath from Otto’s lungs and would have laid him out if it weren’t for his actuators. They caught him and launched a counter-attack before he could even catch his breath.

Venom was barely grazed by the actuator’s first swipe, lashing out again and catching Otto in the side with four dagger-like claws. While the brunt of the blow glanced off the actuator’s harness, two claws hit home and a splash of vivid red hit the pavement from the force of the attack. Otto cried out, the pain nearly bringing him to his knees. He didn’t bother acknowledging the wound; there wasn’t time. Instead he launched an attack which struck home this time. A double swipe hit Venom with the force of a speeding car and knocked it clear off its feet.

The creature tumbled sideways and proceeded to writhe in an attempt to regain its bearings. Otto knew he shouldn’t turn his back on an enemy, but he also knew where Peter was now, provided Eddie was telling the truth. He turned and headed quickly toward what he hoped was the right building. Wounded and aching, his actuators did the bulk of the work keeping him moving swiftly.

He didn’t look back except to make sure he wasn’t about to be tackled and mauled. Strangely, all he saw was Venom rolling on the pavement, grasping its own head as if in pain. Perhaps he’d wounded the creature badly enough that it was left dazed? Whatever the case, he was damn lucky for it and wasn’t about to squander this opportunity.

((()))

The echos of the showdown in the streets below fell perfectly on Peter’s ears. He could hardly breathe, could hardly think with the fear surging through him. Otto had shown up just like Venom had wanted. He was in the monster’s trap. Peter was too scared for him to even cry anymore; the tear tracks on his face were left dry and tacky.

A strange silence followed which left Peter able to hear nothing but the pounding of his heart. He almost didn’t hear the claws scraping the side of the building as something dragged itself up it. He knew for sure, now; the worst had happened and Venom was coming to finish him off. When the glimmering black shape at last climbed in through the torn side of the building Peter froze.

Then he found he could suddenly breathe again.

Otto appeared as a dark multi-armed shape, menacing to all but him as those multiple red eye-lights fell upon him.

“Oh, Peter,” the older man breathed, relieved at the sight of him.

The sound of his voice brought a fresh wave of tears to Peter’s eyes. He wanted nothing more than to run forth and hug the older man, to hold on to him forever.

Quickly, Otto approached. A sharp edge emerged from one of his actuators and with a few deft movements he cut the webbing affixing Peter to the wall. Gloved hands gently felt over Peter’s form as he was freed, perhaps looking for injuries, perhaps simply steadying him; either way, it made his entire body tingle.

“Otto,” Peter choked, “I thought you were… Is Venom still out there?”

Otto gently cupped Peter’s face in his hand, looking into his eyes. Those bleached white irises gleamed eerily in the dark, glittering in tandem with those long pale scars etched like frozen lightning from eyebrow to cheek.

“You need to get out of here,” Otto told him. “Go out through the back of the building and run. Do not look back.”

Peter shook his head gently, a deep sorrow settling in his throat. Somehow the fact the man was willing to give his life away again broke his heart in more ways than he ever thought possible. Unthinking, he lunged forth and hugged the older man tightly, gripping his coat as though his life depended on it.

Large, warm, gloved hands caressed his back, tentatively at first, then at last Otto pulled him in with a sudden surprising fierceness. Peter gasped, clawing gently at his back, hand sliding between the bases of two of his warm, metal tentacles.

Neither spoke in this moment; they didn’t need to. What was said by this near desperate embrace was more than words could ever hope to convey.

And just as quickly, it was over.

Otto stepped back.

“Go, now. I don’t know when Venom is going to regain his senses and come for me.”

“I-I will get help, I won’t leave you alone with that thing,” Peter promised gravely, before turning and running out the door.

If he was going to join this fight, he was going to have to do it as Spider-Man. As much as he wanted to stay by Otto’s side at all costs, he knew he wouldn’t be able to hide his identity from the authorities outside if the monster came for them. He would need to fight with everything he had, and he couldn’t do it like this.

((()))

Mere seconds after Peter escaped, Venom made his appearance. Otto faced the beast swiftly.

His actuators arched, hissing with their own personal hate. Venom stayed standing within the gaping hole in the wall, dying sunlight leaving the beast in nightmarish silhouette.

“So,” Otto spoke, “Have you decided what you want to do with me, yet? I’m tired of your games.”

Venom lunged. Otto was barely able to catch the creature and evade the brunt of the attack. Claws ripped his arm as he spun, grappling with the beast before managing to throw it back. He recoiled further, trying to find distance even within this too-small room. A sharp blow via tentacle was dealt for good measure, connecting with the side of the monster’s head.

Venom lurched from the attack before letting loose an enraged roar. Sharp claws met Otto’s tentacle, the two sideswiping so hard sparks flew.

Venom snarled, “Eddie thinks you’re not a bad man, but he’s wrong.”

Otto scoffed derisively as he continued to back up, debris crunching loudly beneath his boots as he stayed perfectly out of reach.

“And why is that?”

“You’ve killed people.”

“It was an accident,” Otto raised his voice before he could compose himself, “and so have you. Much, much more than me.”

“We… have rules.”

“I do too,” Otto snarled, “but they’ve never allowed for murder.”

Venom hissed deeply, suddenly dropping low and lurching forward. Otto noticed, however, and swiftly sidestepped away from the beast with all his defenses still high.

A low noise of annoyance rumbled in Venom’s throat.

“Do you want to know the real reason why Eddie doesn’t want me to kill you?”

Otto narrowed his eyes a bit in suspicion.

“He likes you. He wants to get to know you. I think he just wants to fuck you, like Peter Parker does.”

The words were so shocking they didn’t at first register. Or at least, they didn’t provoke any sort of response other than a sudden tension, a stock-stillness.

Venom laughed, feigning his own version of surprise… badly, while he edged closer to the man.

“What? You didn’t know?”

Otto shook off that last part for now, he had absolutely no time to process that. So he did the next best thing and focused on the first half instead. The true part, he decided. Yes… the creature was clearly just trying to rattle him. There was no way Peter, a brilliant, attractive young eighteen going on nineteen-year-old, would be attracted to his thirty-six year old ex-professor. It was ridiculous beyond measure.

Even discarding that he couldn’t help but laugh at this final, belated revelation, but there was no humor in it, only pain.

“All of… this… has been because Eddie’s got a crush on me?” he spoke to no one, and without tone.

Otto didn’t want it to be so simple. He didn’t want all this hardship and chaos to be because Venom was just some beast who couldn’t handle feelings of jealousy. He didn’t want it, but god, did it make sense.

The reason he wasn’t murdered in his sleep that first night. The reason he’d not had his head ripped off yet. The reason Eddie had chosen to tell him where Peter was… it wasn’t just because he didn’t want to be mangled beyond belief. He actually cared. He cared, and Venom hated that.

The next thing Otto knew, he was up against the wall with that creature up against him.

He clutched at Venom’s shoulders, the muscle unnervingly solid beneath his gloves, and tried to throw an attack with one of his tentacles. Venom took the blow and retaliated by stomping down hard and slamming his shoulder into Otto’s chest. Otto continued to fight, shoving and hitting, but somewhere between his counters and Venom’s blows, he found it harder and harder to keep his footing.

Beyond the pain, the dull thuds, snarls and the harsh breathing, there was the unmistakable noise of drywall and wood shattering. Otto realized suddenly he was falling, and now what was a fight became him clinging to the hulking creature upon him with rising desperation.

As the adrenaline roared and time slowed, he realized that the creature had accomplished exactly what it had been trying to do; distract him enough so that it could get close and grapple him. Now he was well and truly fucked. Though, in all honesty, it wasn’t like he’d been expecting a miracle. He’d done what he’d come to do which was miracle enough.

For a second came weightlessness, and then he impacted directly on his actuators. The agony of it raced up his spine and, along with his head smacking the ground, left him dazed and temporarily blinded. Venom fell atop him, caging him there, while those actuators slipped from the creature’s body to fall limply to the floor.

If Venom was looking for an opening to land his final blow, this was it. A loud huff of breath from the monster’s lungs sounded above him, followed suddenly by the shadow lifting from his fallen form. Otto tried to look to see what was happening, but a sudden shock of pain from the movement made his heart and body lurch just before everything went black.

Chapter Text

Anyone who has experienced a blackout could attest to the fact that time frames are impossible to gauge. One second the lights are out, the next they’re back on again while things may or may not have changed around you. So Otto had no idea how long he’d been lying on that debris-covered floor, beneath what was now a recoiling and angrily yelling Venom. All he knew was a throbbing pain in his back, neck, and head.

All too soon his hearing returned in full, as if coming up from underwater he heard Venom screech:

“He is not innocent!”

Otto’s survival instincts kicked into gear and he unleashed an attack with all four of his tentacles, slamming Venom and throwing him sideways. He flipped himself in the process, his hands coming to rest upon a pile of debris as he yelled out in pain and fury from the movement. Agony was nothing new to him, however, even the kind that left him breathless and temporarily unconscious.

The force of his unexpected attack was enough to send the beast crashing through the wall and window into the street outside. Otto kept his gaze on the creature as he tried to force himself up, tripping up several times as pain like lightning slammed him back down once, then twice more.

Venom was already up again and leering at him with dreadful hunger in his snarl. He began to approach steadily, in response to which Otto finally managed to get himself on his feet. He stumbled back a bit, one actuator hitting the floor to keep himself steady.

The fact he could stand at all was a good sign. Now if he could only survive this encounter he'd be golden.

That’s about the time Spider-Man showed up. He landed on Venom’s back and wrapped several lines of webbing about the beast’s throat faster than either of them could blink. Venom reared up like an enraged stallion and Spider-Man stayed put on his back, choking him with all the strength he could manage.

Otto stared in surprise. Only now did he realize the sound of helicopters, because they were growing so near as to be almost deafening. He could only speculate on what that meant as he pushed himself forth to again join the fight.

With a wild jump kick Venom managed to dislodge Spider-Man after a tough few seconds spinning and roaring in the street. He got him flipped onto his chest, right in range of those wicked claws. Seeing the danger the younger man was in, Otto rushed in and slammed the beast with two of his actuators upside the head. He had no elegance left in him, now, too injured to do much else but use brute force and manage to stay upright while using it.

Thankfully, Spider-Man was quick. He leapt out of danger almost before Otto’s blows landed. Now the helicopters were right above them. The sound was so loud it shook the asphalt beneath Otto’s feet. He looked up in reflex, spotting several black, sleek looking helicopters. That could only mean one thing: The military had been sent in.

While he wasn’t looking Venom leapt at him, but although he wasn’t looking, his actuators were. One caught the beast in the middle of its chest while the other smacked its jaw closed with a vicious snap. Still, Otto couldn’t remain standing where he was. The pain and the weakness in his legs left him unable to roll with even his own punches. He stumbled backward, nearly falling to his knees.

Spider-Man came in like a shot with even more webbing, this time hitting Venom with multiple strings and effectively immobilizing one of the beast’s arms as he spun around him. Venom was forced yet again to switch his attention. He lashed out with true fury, but Spider-Man was faster and stayed out of his reach with ease even as he continued hitting him with webs. He was going in circles; spinning the beast up in his web like a true spider would.

Otto backed up. The rhythmic thunder above and the pulsing pain of his injuries were making his head spin. He didn’t realize how far he’d backed away until he came in contact with a wall and slumped against it. Through the eyes of his actuators he could see it now. The street was blocked by military vehicles as well as cop cars. When, he wondered, had they arrived? At least one helicopter above was one belonging to a news station. The other three were jet black and had clear openings in the sides where he could see a team of men within, all with guns and other equipment.

From the side of one of the choppers, now, dropped a round metal device. Otto looked at it with sudden trepidation, moving to get up, fearing explosives. He looked at both Venom and Spider-Man still locked in battle and watched in horror as the device rolled closer to the two of them. He couldn’t even cry out; no one could hear him above the beating of the blades. A red light blinked on top of the device and out from its perfect shiny surface popped three kickstands to prop itself up with. Otto felt his blood run cold.

But what happened next wasn’t an explosion.

It was more like a high-pitched scream. Ear-piercing in fact.

Otto cringed, shocked by the overpowering sound, but even more shocked when suddenly Venom hit the pavement and began to seize. Spider-Man got away from the half-bound creature, finding a good distance with a single incredible leap backwards.

He looked around as if just noticing what was happening, before he turned his attention completely on Otto. He ran toward him and got in close; it was necessary for his voice to be heard above all the overwhelming noise.

“We have to get out of here, now!”

Otto nodded and forced himself up, wincing.

“Do you need help?”

He shook his head, but Spider-Man stayed close and put an arm around him anyway. Otto didn’t refuse the help, seeing no point when already ropes were dropping from the helicopters and so were armed men. The two of them made a hasty escape through the narrow alleyway, just in time to hear a great smashing sound followed by the end of that deafening screeching. Instead, it was Venom who started to screech next.

The creature didn’t follow them, hopefully sufficiency preoccupied. Otto and Spider-Man heard men shouting orders, followed by the rapid fire of guns. At that moment Otto spared a thought for Eddie, but it was far overshadowed by his desire to get as far away from Venom as possible. Long before they were out of earshot, another screaming device was set loose.

Several blocks were cleared before Otto suddenly started feeling his legs giving out. He kept going regardless and refused to show any weakness. They were on their way to his house, he knew the route and he supposed Spider-Man’s memory was as robust as he himself was, if how effortlessly he kept taking Otto’s weight whenever he slipped up was any indication.

Even out in the open as they were, nobody stopped them or tried to get in their way. People gave them a wide berth. Some looked on in wonder, some confusion, others fear, excitement… a whole array of emotions to greet the strange alliance of what was, in their minds, hero and villain. Thankfully it seemed none of them had any reason to doubt the judgement of Spider-Man, because the two made it to Otto’s house unmolested.

Much like the first time they arrived here together, they came in tracking blood behind them. Spider-Man shut the door behind them while Otto continued further into the house, slowly and with a limp.

“Lock it,” Otto demanded as his hand hit the wall and he nearly fell again.

Spider-Man did as he was told before rushing to Otto’s aid.

“Whoa there, Doc, you’re gonna hurt yours--”

His sentence was cut off when he reached for Otto, and the other man grabbed him right back to pull him closer. Together they nearly slid to the floor.

“Did Peter Parker send you?” he demanded, “Did you see him? Did he make it out?”

“Y-yes, he made it out,” Spider-Man responded shakily, shocked at Otto’s urgency.

Had he really been that worried about him? The realization made his heart beat faster. His knees went weak as well, which helped when Otto ended up dragging him down to the floor with him. He saw the relief on the older man’s face, heavy with exhaustion. Though they were nearly on top of each other now, Otto didn’t release Spider-Man’s arm. He held him even tighter, in fact. Admittedly, Spider-Man wasn’t actually in much of a hurry to get away from him anyways. Though the blood he realized was absolutely covering the other man’s coat, soaking his side, did concern him. He carefully reached and pulled the edge of Otto’s coat away, revealing the lacerations.

“Holy-- we need to get you to a hospital.”

“No, I’ll be fine.” Otto spoke, sounding now so much more subdued. “I’ve had worse.”

As if in some kind of acknowledgement of this, his actuators peeked up a bit. The sound of their rough bodies dragging against the floor was loud and unsettling in the near silence.

“I…” Otto hesitated, “I never did tell you I was sorry for all the shit I put you through.”

Spider-Man was struck silent again. Especially so when Otto looked up into his face. He never usually saw the man from this angle, being so much shorter than he was. Even now, beaten, dishevelled, with those prominent scars and his inhuman pale eyes on full display over his dark glasses he still managed to look so goddamn handsome. Everything about him right now was making his heart ache; he didn’t think he could handle this apology.

“It wasn’t right." Otto continued. "Nothing… I did was right.”

As much as he’d argued in favor of himself before the proverbial council, deep down he knew Venom had a point. Regardless the reasons, he shouldn’t even be alive. Perhaps he shouldn’t have even gotten such a light sentence once convicted, either. Being a government slave with freedoms wasn’t near bad enough.

“It wasn’t you.” Spider-Man said, placing his hand on Otto’s gloved one, “We both know it wasn’t you.”

Otto pulled away slightly. He thought about everything he had to endure since coming back to himself. No one ever looked at him as anything more than a monster. Not even his fellow scientists, people who should have understood most of all the circumstances behind what happened to him, saw him clearly. Perhaps they merely hated him for his mistake in general. It mattered little either way. And yet here was Spider-Man, the big hero of the city, telling him this. There was an ache in his chest and it only began to tighten.

“It was me, enough... no one else has forgotten, don’t pretend like you have,” he snarled, tightening his grip just a bit.

“I haven’t forgot. But I’ve already forgiven you, Doc...”

Hearing Spider-Man say that hurt in a way Otto didn’t expect it to. Tears stung his eyes and he looked away quickly. The sudden emotional weakness caused him to panic and he pushed the younger man away from himself a little too harshly.

Spider-Man fell back, but caught himself with ease to spin into a crouch, ever so beautifully acrobatic. For a long time, there was silence.

“You should go,” Otto told him, trying to stifle the pain in his voice.

“Can I at least help you--”

“Leave,” Otto said even more firmly, able only to hide his sorrow with anger. “Please…”

Spider-Man didn’t say anything more. It was obvious his presence in this form wasn’t going to do any further good, here. So he got up and headed for the door. Behind him, Otto was already starting to crack. His actuators fell about him slowly like petals wilting off a flower. As soon as the door shut behind him, Otto leaned his head back against the wall and began to silently weep.