Work Header

Impulse Control

Work Text:


“We’ve done enough testing!” Doctor Octavius yelled, slamming one of his new arms down on the ground in front of Peter. It was more anger than he had ever seen from Otto before, even when Norman Osborn had come into their lab and announced that he was cutting their funding.

It made Peter feel absolutely awful; not only because Otto was, for the first time since they had met, getting angry with Peter, but also because it meant, without a doubt, that the neural interface that Otto had worked so hard on was affecting the rest of his mind.

“For the first time in my life I don’t feel like a failure,” Otto explained. “I feel like me.”

He smiled at Peter then, and while Otto’s smiles were usually enough to brighten Peter’s day all on their own, this one just unsettled him. He wondered if the other man had any idea how much his words were breaking Peter’s heart.

“Otto, you’re not a failure,” Peter said, trying desperately to reason with the older man. “But this could permanently damage your mind.”

He reached out uselessly towards Otto, hoping that something of his friend, mentor and lab partner was still left inside and would listen to him.

“Please,” he begged.

For a moment Otto was silent, but it seemed as though at least something that Peter said had reached him.

“Right,” he finally said, sounding at least a little calmer than he had before.

He slowly turned his back on Peter, before lowering himself to the ground, back onto his real, human legs and letting his new arms retract and relax behind him.

“Right,” he said again, as though trying to calm himself.

He reached up to the back of his neck to remove the neural interface, and Peter finally felt like he could breathe again. For a moment there he had been afraid that he was going to lose the Otto Octavius that he knew and loved, perhaps permanently.

“Don’t worry,” Peter said as he approached the older man, needing to comfort him somehow. “We’re close.”

Otto nodded in response to that.

“I’ll keep at it,” he said, and Peter was glad to see signs of the other man’s optimism returning, even if Otto’s smile wasn’t quite reaching his eyes. “Work out some bugs.”

He smiled at Peter and then gestured vaguely at Peter as though dismissing him for the day.

“Go,” he said, and then again, when Peter failed to leave the lab, he repeated himself. “Go.”

Doctor Octavius didn’t sound angry any more. In fact, he seemed like he was in a surprisingly good mood considering what had just happened, or at least wanted Peter to think that he was in a good mood. Peter knew what it was like to try and project a happy, normal exterior when it felt like the whole world was breaking apart around you.

“You sure you’re okay?” he asked the older man.

Doctor Octavius nodded.


At least this time his smile seemed more sincere. Peter returned the smile, but had a feeling his was even less convincing than any of Doctor Octavius’s had been, before turning his back on his partner and starting to walk towards the door.

He had only made it a couple of steps however when he heard Doctor Octavius speak.

“Thank you Peter,” he said, causing Peter to stop and turn around. “For…”

He paused for a moment, as though he was having trouble finding the right words.

“For everything,” he finally settled on.

Peter wasn’t sure what to make of that. It sounded so heartbreakingly final.

For a moment he still considered leaving the lab. After all, Doctor Octavius had said that he would be all right, and Peter had to consider that the older man knew himself and his own limits better than Peter did.

Still, something didn’t feel quite right, and Peter found himself hesitating.

There wasn’t anything urgent for him to attend to right at that moment, either as Spider-Man or as Peter Parker. Martin Li had been safely captured and was on his way to prison and any plans that he would have usually made with MJ were probably on hold, possibly indefinitely if he considered what she had said the last time they had spoken. Besides, if anything major did come up over the next few hours then his phone would alert him.

“You know what?” Peter said, turning around and heading back towards Doctor Octavius. “Why don’t we work through this thing together?”

He picked up the tablet and jumped back into the device’s schematics.

“Peter, you don’t have to…” Otto began, but Peter interrupted him.

“I know,” he said, grinning over at the older man. “But I also know how important this is to you. I want to help you.”

Besides, he knew that he wouldn’t feel right knowing that Otto would be back here, no doubt working on the interface late into the night. The Doc always had been bad at losing track of time, a trait that he and Peter both shared, especially when they were focussed on whatever project they were working on, and no matter how brilliant Otto Octavius was, even the most brilliant of minds tended to slip up and make mistakes when they were tired. Peter wouldn’t be surprised if that was half the reason the current neural interface had suffered as terrible a power cascade as it had.

“You understand that I still don’t have the funds to pay you, right?” Otto said, as though money had ever factored into Peter’s decision-making where Doctor Octavius was concerned. Seeing the hopeful, slightly broken look on Doctor Octavius’s face made him realise exactly how badly his friend needed him right now, and that, more than anything else, made up Peter’s mind for him. He wasn’t going anywhere.

“Tell you what,” Peter said, glancing up from the device’s blueprints to smile over at the other man. “You keep the coffee flowing and get us some more of those little cheese squares and we’ll call it even.”

The grateful smile that appeared on Doctor Octavius’s face in response to that made the prospect of a few hours of work in the lab worth it all on its own.

Behind them, the television screen was playing some sort of news about Norman Osborn, and the recent arrest of Martin Li, but neither of them paid it any attention at all.

A few hours later saw Peter leaning over a sitting Otto Octavius as he worked to reattach the newly adjusted neural interface to the back of Otto’s neck.

“All right,” he said as he triple-checked the connection, making sure that there was absolutely no risk of a power cascade or anything that might result in permanent damage to Otto’s brain or motor control. “Everything’s in place. Reducing the feedback from the interface should at least lessen the side effects, but we’ll need to be really careful, all right? If this doesn’t work then the next step will be installing a blocker.”

“I’d rather not,” Octavius said as Peter made a couple of last minute adjustments. “The reduction in response time alone…”

“So you keep telling me Doc,” Peter said. “But I’m more worried about keeping you and that brilliant brain of yours intact than a couple of microseconds of lag, all right?”

He placed one of his hands on either side of Octavius’s head in what he hoped was a comforting gesture. He was seized briefly by the impulse to lean down and place a kiss on top of Doctor Octavius’s head, but he quickly suppressed it, as he always did whenever the urge to kiss the older man, or grab his hand, or perform any one of a dozen different too-affectionate gestures came to his mind.

Otto could feel Peter’s hands moving around near the back of his head, his touch always so light and gentle. It made him want things that he knew that he shouldn’t, and he forced himself to focus on the matter at hand.

The neural interface had made him feel incredible, as though he could do anything that he wanted, but he would grudgingly admit that Peter had been right; that the potential long-term side effects were worrying enough that they should probably work on the interface a bit more before they could call it finished. The worst part of it was that he hadn’t noticed any difference when the neural interface was plugged in, but whatever Peter had seen had clearly been enough to worry him.

He hoped that this next test would prove to be more successful. Logically he knew that installing a blocker wouldn’t be too much of a downgrade. His new arms would still have a response time faster than that of an ordinary human being, but he had felt so good, so powerful during the short amount of time he had used them at their full potential.

“All right Doc,” Peter said, his hands lingering at either side of Otto’s head, keeping him perfectly still and in place with the most gentle of touches. “Are you ready?”

“I’m ready,” Otto confirmed.

“Tell me if anything doesn’t feel right and I’ll shut it down straight away,” Peter said, always more concerned over Otto’s safety than Otto himself was.

And then the neural interface was being plugged in and Otto’s brain lit up as his nervous system suddenly registered the existence of four additional limbs. He hadn’t worn them for very long so far, but it already felt as though a missing part of himself had been restored. Despite the adjustments he still felt wonderful. He still felt powerful; more powerful than he had ever felt in his entire life. There was little doubt in his mind that he could do anything that he set his mind to. With these arms he could change the world.

Peter’s hands were still hovering around Otto’s head, the touch of his fingers so soft and gentle and warm.

“How are you doing in there Doc?” Peter asked, his voice so full of concern.

That was his assistant though wasn’t it? Peter was always so worried about everyone else. Always so kind and giving and brilliant and perfect. Otto tilted his head back to get a better look at his assistant; his partner, who had stuck around when no-one else would; who still found time to help Otto even when there was an entire city out there that was probably in need of saving.

God he was beautiful. So unbelievably beautiful, and brilliant, and it was absolutely infuriating that the rest of the world couldn’t see Peter for what he was. So many of them seemed intent on hurting him or tearing him down, when they should be grovelling at his feet and worshipping him for everything that he did for them.

Well, they clearly didn’t deserve him, did they? They didn’t deserve Peter or his noble sacrifices or his scientific brilliance.

One of Otto’s new arms reached up as he was thinking and began to gently caress the side of Peter’s face.

“Doc?” Peter asked, not pulling away but certainly looking a lot more concerned than he had a moment earlier.

Otto reached up with one of his human hands as well, running a couple of fingers over the curve of Peter’s chin, his thumb just brushing over the younger man’s absolutely exquisite lips. The touch was nowhere near as satisfying as Otto had wished, and he realised with some annoyance that he was still wearing his blasted gloves. Well clearly those would have to go.

“Doc?” Peter said again. “How are you doing in there?”

“I’m perfectly fine Peter,” Otto replied, noting with delight that a flush had started to appear on the younger man’s cheeks. “In fact I’m feeling absolutely fantastic.”

“Okay,” Peter said, although Otto could tell that the younger man was still a little nervous. “That’s a good start. Can you stand up for me? We need to test your motor control.”

Oh Peter. Always so concerned with running all the proper tests and double-checking everything before they could move on. Couldn’t Peter tell that everything was working perfectly fine? 

Still, he complied with Peter’s request, standing up from the chair and then using his mechanical limbs to lift him up off the ground so that he was hovering a foot or so above Peter. Peter; who was always so concerned with Otto’s health; who always looked out for him; who stayed around even when he knew that Otto couldn’t pay him. It was flattering really, and enough to make a man wonder whether Peter’s feelings for him were entirely professional. Maybe he even wanted the same things that Otto did.

He moved closer, and Peter took a step back, and then another, so that soon enough he had backed Peter up against the nearby work bench. The tablet Peter had been holding slipped from his hand and went clattering to the floor. Neither of them moved to pick it up.

Otto couldn’t help but notice that the flush on Peter’s face didn’t seem as though it would be disappearing any time soon, and the younger man’s breathing had definitely become more erratic. No doubt his heart rate had increased as well. Fascinating.

He had vague recollections of a plan to break Martin Li and a whole team of supervillains out of the Raft, but that could wait. It all paled in significance when compared to the sight of Peter standing there, staring up at Otto with what might have been fear or might have been arousal on his face. Either way it was intoxicating.

One of Otto’s new arms reached out and grabbed hold of Peter’s wrist, pinning his arm against the metal of the table and sending several pieces of equipment clattering to the ground as he did.

“Doc?” Peter asked, his voice wavering a little. “What are you…?”

Doctor Octavius could vaguely remember something about reduced impulse control being on the list of the cranial interface’s potential side effects. This didn’t feel like a lack of impulse control though. This felt like finally having the confidence and the strength to reach out and take what was right in front of him.

Peter’s heart was racing. Normally the thought that Doctor Octavius might hurt him wouldn’t even enter his mind, but after his earlier outbreak it was clear that the neural interface was affecting him, and that he was not his normal self.

Then another one of Otto’s mechanical hands came up to gently caress Peter’s cheek again. Peter’s heart didn’t slow down at all, even though the earlier fear was rapidly being replaced by something else; something warmer that curled up in the pit of his belly and made him gasp as Otto’s new hand moved further up to gently card through Peter’s hair.

“So Doc,” Peter gasped, trying to rally his thoughts and salvage this situation before things got really out of control. “I think the neural interface might still be affecting you. We might need to… oh god…”

He had been about to say that they might need to install a blocker after all, but right at that moment the mechanical arm that had been pinning one of his arms to the table wrapped its grip more tightly around Peter’s wrist and dragged it up so that it was pinned to the table above his head. Another arm wrapped around Peter’s other wrist and likewise moved it up, so that soon both of his hands were pinned above his head by the first mechanical arm.

“Doc?” Peter gasped, ashamed by how his voice broke as he tried to speak. This was all starting to feel a little unreal, as though it was nothing more than some sort of really fucked up wet dream, and Peter might wake up at any moment to find himself alone in a cold, empty bed. God, he hoped that wasn’t the case.

“Yes Peter?” Doctor Octavius said, sounding annoyingly, frustratingly calm as he focussed on removing both of his gloves.

Peter hoped that this was going where he thought it was going. If it wasn’t then the tent that was rapidly forming in his jeans was going to be embarrassing as hell to try to explain.

“Are you…?”

For once the words got stuck in Peter’s throat. He didn’t know what he wanted to ask first; whether he should ask Otto whether or not he was feeling all right, or whether he should be a little more selfish and ask whether Otto’s intentions were as carnal as Peter was hoping they were.

He wasn’t given the chance to decide before Doctor Octavius was leaning over him and pressing his mouth to Peter’s own in a hard, demanding kiss. For just a moment Peter was too stunned to respond, but then he was opening up and moaning and kissing back with every ounce of enthusiasm he could summon.

This was really happening, wasn’t it? Doctor Octavius was pinning him down on the table and kissing him and oh god, it was everything that he had ever dreamed it would be.

Yes. Oh god, yes.

Otto was no fool. He knew that Peter was Spider-Man, and he knew that Spider-Man had dealt with foes that were much larger and stronger than Otto, even with his new limbs. If Peter had felt threatened or disgusted by Otto’s advances then it would be easy enough for him to break free. He wasn’t even holding Peter down with much pressure at that moment; his touch as gentle as he could make it. After all, the last thing that he wanted was to hurt his precious Peter.

Any doubt that Otto might have felt about how comfortable the younger man was with his current position disappeared as soon as he kissed Peter, and the younger man responded by kissing Otto back with so much desperation that anyone would think his life depended on it.

No, Peter wanted to be right where he was at that moment, with Otto pinning him down and his mouth plundering Peter’s own. The thought sent a thrill down his spine, and he pressed harder against the younger man, letting Peter feel the erection that was now straining against the confines of his jumpsuit.

Peter responded wonderfully, by moaning into the kiss and then bringing up one of his legs to hook it around Otto’s lower torso in a move that could only be meant to encourage the closeness. He could feel the hardness in Peter’s jeans as well and pulled back from the kiss for a moment, finding himself suddenly desperately in need of air.

His head swam as he gazed down at the impossibly beautiful sight that was Peter Parker laid out in front of him. He already looked delightfully debauched; his cheeks flushed and his thick hair tousled even more than usual. His mouth had chased after Otto’s own for a moment after the kiss had ended, as though he couldn’t bear to be parted from Otto for even a second, but as incredible as the kiss had been, they would both need to take a momentary break if events were going to progress as Otto had envisioned them.

Otto was now standing between Peter’s legs, the younger man’s torso spread out before him, just waiting for Otto to reach out and touch him.

Two of his new arms moved up, caressing Peter’s legs and torso as they moved further up his body, lingering on his stomach and chest, his breath catching in his throat as he felt the taut flesh hidden beneath the fabric.

One of his new arms started to undo the buttons of Peter’s shirt. It would be so easy to tear the blasted garment right off Peter’s body, but he forced himself to be as calm and gentle as he could manage, and at least his new arm was making short work of the buttons, especially compared to what his human hands would be capable of.

He undid one button, and then a second and a third, and then Peter let out a quiet, breathy whimper and Otto found that he couldn’t control himself anymore. He wanted to feel Peter; to run his hands over the younger man’s bare skin and feel him writhing beneath him.

“Wait!” Peter cried out as the arm gave up on unbuttoning his shirt completely and slipped beneath the fabric.

He wanted this. God, he wanted it so badly, but if Doctor Octavius saw his body, toned from traversing the city and covered in scars from all of the fighting, then he would undoubtedly work out that Peter wasn’t only making Spider-Man’s equipment but was the one using it as well.

“Is something wrong Peter?” Otto asked, even as the mechanical arm continued to snake its way around Peter’s torso, making Peter shudder and try to press against the strange touch.

He could barely think enough to speak, let alone to think of a way that he might be able to explain away his scars or convince Doctor Octavius to continue in a way that wouldn’t require revealing too much of his body to the older man.

“I… I just…” Peter tried, leaning over to press his face against one of the arms, which was currently working its way around Peter’s head, its fingers running through Peter’s hair and caressing the skin beneath as it went.

The arm wrapped around Peter’s torso squirmed and moved in a certain way, and Peter felt the buttons of his shirt finally give way completely. He let out a cry, although even he wasn’t sure whether it was one of distress or arousal, and then gasped as he felt Doctor Octavius’s hands, this time his real flesh and blood ones, running over the skin of his chest with gentle reverence.

“Oh Peter,” Octavius gasped as one of his hands ran over a rather large scar that Rhino had left on his body the last time the two of them had fought. “Look at all of this. No-one knows how much you suffer for this city, do they? Those ingrates have no idea what you put yourself through; the sacrifices that you make…”

There was something darker entering into Doctor Octavius’s voice, and Peter felt the older man’s mechanical arms tightening their grip on him subtly. He was more worried about what Doctor Octavius had said however; what his words meant.

“You… you know I’m…?”

“Oh my sweet, beautiful Peter,” Octavius continued. “Of course I know. I’ve known since the moment I walked in on you working on your suit. I didn’t want to scare you though. No doubt you have so many other things to worry about without wondering whether someone is going to come after the ones you love.”

As Octavius spoke his mechanical arms continued to wrap around Peter, caressing him wherever they went, on his cheeks and shoulders and his lower back, and making it so hard for Peter to focus on what the older man was saying, and not how good their caressing was beginning to feel.

“You don’t have to worry about that with me,” Doctor Octavius said, as one of his human hands ran down over Peter’s stomach, moving lower and lower, until his thumb was brushing over the hem of Peter’s jeans.

He leaned down, so that his face was only a couple of inches from Peter’s own. He was so close that he could feel the warmth of Otto’s breath, and see exactly how dilated the older man’s pupils were.

“I know how to keep a secret,” the older man whispered, and there was something vaguely dark and threatening in his voice; something possessive and dangerous that Peter might have worried about if it wasn’t for the fact that Doctor Octavius reached down at that exact moment to run his hand over the unmistakable bulge in Peter’s jeans, causing anything that resembled a rational thought to immediately disappear from Peter’s mind.

Peter let out a loud cry and tried to arch up into the other man’s touch, but the arm that had wrapped around Peter’s torso tightened slightly and kept him in place. He whimpered, suddenly desperate for more.

Octavius moved his mouth down closer to Peter’s ear and hushed him gently, as though he were some wild thing that needed to be tamed, before continuing to grope and fondle the front of Peter’s jeans.

“Doc,” Peter begged. “Doc, please.”

He was little more than a writhing, gasping mess, but Otto didn’t seem to be in a mood to show him any sort of mercy beyond continuing to touch him and whisper in his ear.

“It’s all right Peter,” he murmured. “I’ve got you right here, and I’m going to take such good care of you. You’re going to love what I do to you Peter. You’ll love everything about it, won’t you?”

Peter’s mind was suddenly flooded with ideas of what exactly Doctor Octavius might be about to do to him, and he found himself letting out a desperate moan at the thought of most of them.

Peter turned his head, seeking out Doctor Octavius’s lips and capturing them in a desperate kiss. Otto allowed him that much at least, and deepened the kiss; a deep, guttural groan emerging from his throat as he did so.

His human hands were busy making short work of Peter’s fly. Peter could feel them shaking, and hoped that it was just excitement having that effect on the older man. Otto’s human hands retreated once his fly was undone, swiftly being replaced by one of his mechanical ones, which pulled Peter’s jeans and underwear down in one quick movement before dropping them somewhere on the floor nearby.

The relief Peter felt at his erection finally being freed was so tangible that he found himself moaning into the kiss. He had hoped that Doctor Octavius’s hand would return to his groin now that his pants were out of the way, but instead it was one of the mechanical hands that moved up to wrap itself around Peter’s erection.

At first Peter felt a stab of panic at the thought of his cock being grabbed by something with so much strength, but the mechanical fingers grabbed and stroked him just as gently and with just as much finesse as a normal hand would, and before long Peter was reduced to little more than a desperate, whimpering mess.

He strained against the pincer that was still holding his arms in place above his head, desperate to wrap himself around Otto and pull him closer. Between that arm and the one wrapped around his torso he couldn’t move though. Aside from his mouth, which was still desperately devouring Otto’s own, there was little that he could do aside from lay back and let Doctor Octavius do what he would.

Or at least, that’s what he told himself. He knew that he wasn’t trying as hard as he might have to free himself from Otto’s control. After all, why would he want to? Peter was in heaven right now.

One of Otto’s human hands moved beneath his mechanical one to gently cup Peter’s balls, wringing another whimper from Peter’s throat, while the other stroked the bare skin of his thigh.

“Doc!” Peter gasped. “Oh god.”

“Does that feel good Peter?” Otto asked as the mechanical arm that was stroking his cock twisted its fingers in a way that no human would ever be able to.

Peter groaned, and found himself trying to arch up into the touch again, but the arm that was wrapped around his torso still kept him down, and after a few more strokes and gentle touches from Otto he found himself turning into a whimpering mess again.

“Peter, I asked you a question,” Otto said, his human hand gently squeezing Peter’s thigh and helping him focus.

“What?” Peter murmured, trying as hard as he could to remember if he had heard Otto say anything.

“You like this, don’t you?” Otto said, before the mechanical hand around Peter’s cock twisted again, this time summoning a loud scream from the back of Peter’s throat.

“Yes,” Peter gasped.

“You like the feeling of these arms touching you?” Otto asked, the words accompanied by another twist.

Peter groaned. Part of him didn’t want to admit how good they felt, if only for the sake of Otto’s health, but the truth was that they felt absolutely amazing, although Peter suspected that at least part of the pleasure for him came from the man controlling them.

“Yes,” Peter admitted. “God Doc, they feel amazing.”

“Do you want more?” Otto asked.

“Yes,” Peter said, almost sobbing as he spoke.

The smirk that appeared on Otto’s face in response to that might have been enough to make Peter worry had the situation been any different. As it was it made a shudder run down his spine and his heart skip a few beats.

The arm that had been jerking him off moved away from his cock, as did the hand that had been cradling his balls. It seemed like the exact opposite of both what Peter had wanted and what Otto had promised, and he heard himself let out a really embarrassing whine as Otto’s hands retreated.

Otto’s human hand trailed slowly down the inside of Peter’s thigh, until it was mirroring the position of his other hand. He now had one hand resting on the outside of each of Peter’s thighs, and his thumbs began moving in slow, gentle circles to caress the skin there.

Peter’s now neglected cock twitched helplessly against his stomach. He had almost made up his mind to try and break free of Otto’s grip in earnest, if only so that he could attend to his erection himself, when the mechanical arm moved closer to Peter’s body once more, only this time aiming just a little lower than it had previously.

Peter knew that the arms were more malleable than they looked, but there was a difference between knowing that, seeing them in action, and feeling them ever so slowly press inside of his rear, the digits gradually stretching out and entering him.

“Oh Peter,” Otto practically purred, as the fingers of his mechanical arm started to twist and stretch inside of him. “You look so beautiful like this.”

Peter was stunned, and not just by Otto’s words. He looked beautiful with a hand full of mechanical fingers entering him and stretching him open? Oh god. He didn’t know whether that was embarrassing or flattering or something else entirely, but he did know that the mechanical hand felt surprisingly good as it slowly worked its way inside of him.

Surprisingly good turned into unbelievably, mind-shatteringly good as one of the fingers brushed against a certain spot inside of him, making Peter scream.

“Ah,” Otto said, drawing the sound out until he was practically purring again. “There we are.”

After that the fingers in Peter’s rear seemed to hone in on that spot, stroking it and pressing against it relentlessly, until he became little more than a writhing, begging mess.

He had a brief moment of strange coherence during which he realised that Otto hadn’t even taken his clothes off yet, which didn’t seem fair to him at all. Peter felt as though he was about to explode with pleasure at any moment. All it would take was something tipping him over the edge and then he would be screaming and coming and he hadn’t even had the chance to touch Otto or give him pleasure in return. It didn’t feel right, and he moaned, partially at the unfairness of it all, and partially because the mechanical hand was still relentlessly assaulting his prostate.

“Oh Peter,” he heard Otto murmur above him, his voice full of what sounded like awe, but that couldn’t be right. When Peter opened his eyes however he saw Otto staring down at him, devouring him with his eyes as though Peter was the most incredible thing he had ever seen. It was humbling, and arousing, and it just made Peter want to touch Otto even more.

Peter knew that the older man wanted more. He had to. Peter had felt Otto’s erection earlier and knew that the older man had to still be rock hard beneath his jumpsuit.

“Doc please!” Peter gasped, wanting to touch or kiss or at least feel more of Doctor Octavius’s skin pressing against his own.

Peter heard the sound of a zipper being undone, and then the rustle of a thick fabric, and when he opened his eyes and looked up at Otto he discovered that the other man had undone the front of his jumpsuit. Removing the whole thing was probably complicated while the arms were installed, but luckily they didn’t need to worry about that at the moment, because it turned out that the zipper at the front of the jumpsuit, the one that Otto Octavius had just undone, went the full length of Otto’s torso; all the way from his neck to somewhere between his legs.

Peter knew that he probably shouldn’t find that arousing, but he was having difficulty finding anything about Otto Octavius that wasn’t arousing at this point.

Otto had already pushed the hem of his briefs down, allowing his cock to slip free of its confinement. He was palming it idly as Peter watched, stroking the already erect length a few times as he stared down at Peter, his gaze fixed on where the mechanical arm was still stretching and thrusting inside Peter’s hole.

Peter whimpered, already anticipating the feeling of Otto inside of him and wishing, not for the first time, that he had the use of his arms. He wanted to reach out and stroke Otto’s erection, or pull him down for another kiss or any one of a dozen different things that were currently denied to him.

The mechanical arm retreated from Peter’s hole, causing Peter to let out another whimper at its loss. It moved to hold Otto’s weight as he leaned closer to Peter, guiding his cock to Peter’s rear, and as soon as Peter realised what was happening he found himself letting out a stream of desperate babbling.

“Oh god yes Doc,” he gasped. “Oh god yes. Please Doc. Please. Otto!”

The last exclamation came as Doctor Octavius thrust his erection into Peter in one swift movement that left Peter seeing stars. There was little doubt in Peter’s mind that such a sudden movement would have hurt, if it hadn’t been for the thorough, almost excessive stretching that Otto’s mechanical arm had engaged in.

Otto was still for a moment as he grew used to the almost overwhelmingly wonderful feeling of being inside Peter. He could feel things with his mechanical arms; could feel Peter’s warmth and tightness as he had stretched him open, but it wasn’t like this.

“Doc?” Peter’s voice pulled him out of glorious oblivion, if only for a moment. “Otto? Come on. Please.”

Peter writhed beneath him, or at least attempted to, clearly impatient with Otto’s lack of movement. Otto smirked down at the younger man, before using the arm that was wrapped around Peter’s body to lift him almost all the way off his erection and then pull him back down.

The movement earned him a shout of pleasure from Peter and wrung a deep, primal groan from his own throat. He repeated the movement, his mechanical arms soon forcing Peter to take his cock over and over again. It was intoxicating, listening to Peter’s cries of pleasure and feeling him start to shake and break apart beneath him.

Otto heard something crash as it fell to the floor, no doubt dislodged by their now rather vigorous proceedings. He didn’t care. Whatever it was, it could be replaced. This moment, and finally having Peter in his arms was worth every piece of equipment in the lab.

Otto reached down with his human hands, running them over Peter’s chest and stomach, touching every scar and mark and committing them to memory, loving the way that Peter tried to press into his touches as he did. He reached up to brush a strand of Peter’s hair away from his forehead, and then moved his hand behind Peter’s neck, pulling him up into another kiss as their lower bodies continued to thrust and writhe against one another.

Peter groaned in mixed relief and pleasure as Doctor Octavius’s mouth returned to Peter’s own. He felt so good. The knowledge that it was Otto Octavius who was touching him, holding him, pinning him down and thrusting inside of him made the pleasure even more mind-blowing than it already was. Add to that the mechanical arm that was wrapped around his waist, manhandling him and forcing him to take Otto’s cock again and again, and Peter wasn’t sure how he was ever supposed to be content with more normal sex after this moment. Oh god. Doctor Octavius had ruined him for anyone else.

There was only one thing that could make this better; only one thing that Peter was craving.

Peter found himself wondering whether Doctor Octavius had been able to read his mind when, right at that moment, the mechanical arm that had been pinning his own arms to the table let them go. Peter moaned in joy and immediately wrapped his arms around Doctor Octavius, holding him in place as they continued to kiss and as Otto continued to thrust in and out of him.

The arm that had previously been keeping Peter’s arms pinned down moved to wrap itself around Peter as well, caressing the skin on his back as it slipped around his shoulders. Peter was being held by two sets of arms now; two flesh and blood and two strong, mechanical arms, and it was one of the most wonderful things he had ever felt.

He felt so safe and secure and loved, and oh god, Otto was still thrusting in and out of him, his thrusts now growing erratic as Otto approached climax and Peter was coming, pulling back from the kiss with a gasp.

“Doc!” he screamed as he came, throwing his head back as his body was wracked with wave after wave of almost overwhelming pleasure.

Otto shuddered and leaned down to press his lips to Peter’s neck and then he was burying his face into Peter’s shoulder, continuing to hold him close as he came inside of Peter with a deep, guttural groan.

“Oh Doc,” Peter panted as he held Otto close and slowly came down from what had been the most incredible, mind-shattering orgasm of his life.

“Peter,” Otto muttered against the skin of Peter’s neck. “My Peter.”

Peter was vaguely aware that such blatant possessiveness should have worried him, but instead he found that it made him feel just as safe and warm as the four arms that were still wrapped tightly around him.

Doctor Octavius started to move them both, slowly turning them around so that soon they were both laying on their sides on the table, their limbs still intertwined and most of the equipment that had previously been on the table scattered on the floor around them.

For a while Peter felt too blissed out to do much more than lay there in Otto’s arms and enjoy the strange but wonderful feeling of both flesh and machine pressed against him.

Slowly however, with the ability to think returning to him, came an uncomfortable sinking feeling deep in his gut.

He’d had a crush on Otto Octavius before he had even met the man in person. After working with the older man and discovering that he was just as brilliant and passionate and wonderful a person as Peter could have hoped, that crush had turned into love. Of course he had wanted what had just happened, but was the Otto Octavius that had pinned Peter down on the table and ravished him the same one that Peter had fallen in love with? After all, personality changes were one of the potential side effects of Otto’s current neural interface. The thought that Otto might regret what they had done once he was back to normal was an absolutely terrifying one, and Peter found himself fighting against the urge to panic.

Otto felt Peter freeze in his arms, and immediately moved to comfort him, one of his mechanical arms reaching up to gently caress the side of Peter’s face and then run through his hair. Peter had seemed to like that earlier after all; had pressed into such touches as though he craved them desperately.

“Peter?” he asked, needing to know that his brilliant, beautiful lover was all right.

He loosened his hold on Peter slightly, as, for the first time since he had started this, the thought came to him that perhaps Peter hadn’t entirely wanted what had just happened after all. The fear built up in the back of his mind, twisting and growing until it approached paranoia.

Peter doesn’t want you, it taunted him. Why would he? The world is cruel and uncaring and will never show you any love. Why should Peter Parker be any different? And you just forced yourself on him. You just ruined one of the best things you’ve ever had.

“Can you just hold me?” Peter asked, his voice sounding faint and broken. “Please.”

Doctor Octavius immediately moved to comply, both of his human arms and all four of his mechanical ones moving to wrap more tightly around Peter and hold him close.

“Thanks Doc,” Peter said, leaning his head on Otto’s shoulder and smiling up at him.

He looked so fragile in Otto’s arms; hardly the sort of person who had been able to stand up against so many super villains and emerge victorious. His lips and face were still flushed from their lovemaking, his eyelids dropping as though he might be about to fall asleep, right there in Otto’s arms.

In that moment he seemed like the most beautiful, most precious thing that Otto had ever seen, let alone been lucky enough to hold in his arms.

Peter was silent for the moment, and if he minded Otto staring at him, or the slow, gentle caress of one of his mechanical appendages against his cheek then he didn’t say anything to discourage it.

“Hey,” Peter eventually said. “I don’t know how much of that was the neural interface messing with your mind and how much of it was you, but…”

Peter took a deep breath and ran a hand over the exposed part of Otto’s chest, slipping it beneath the thick fabric to caress the skin beneath.

“I just want you to know,” Peter continued slowly, “that I love you, and that no matter what happens with the arms and the neural interface, you can have me, if… if you still want me when this is all sorted out.”

Peter said the last part as though the alternative was something he didn’t want to consider; as though he was afraid that it was only the arms that had made Otto do what he had done, but that was absolutely ridiculous. Otto only just managed to stop himself from scoffing at the idea.

“How could I ever not want you Peter?” he said instead, running one of his inferior human hands through Peter’s hair and loving the feeling of it.

He felt more than saw Peter smile against the skin of his shoulder.

“Well, we’ll see if you still feel that way come morning,” Peter said as he made himself more comfortable against the curves of Otto’s body.

“Morning?” Otto asked. “You do realise that our bodies will hate us if we spend the entire night lying on this cold metal table, don’t you Peter?”

Peter let out a muffled noise that was probably supposed to be an acknowledgement.

“’m comfy,” the younger man protested.

It occurred to Otto that it would be easy enough for him to lift Peter up off his chest and drag him to a more suitable sleeping position; perhaps one of their more comfortable chairs or even, god forbid, an actual bed, but Peter did look incredibly comfortable, and now that he thought about it, between his life as Spider-Man and his other obligations he probably got very little sleep.

“Fine,” Otto grumbled, even as he adjusted his mechanical arms so that they would take most of his weight while he slept and hopefully help him to avoid a backache in the morning.

“Thank you,” Peter murmured against Otto’s shoulder, before pressing a kiss to the nearest patch of skin he could reach, which happened to be Otto’s chin. Otto found himself powerless to resist such sweet persuasion, and he sighed, settling in for what was probably going to be a rather uncomfortable, restless night. He realised exactly how tired he was as soon as his eyes started to close.

When was the last time that he had actually slept? Surely he had slept last night; hadn’t he? He’d gotten a couple of hours at least, right? He realised he couldn’t actually remember.

“Love you Doc,” Peter murmured, sounding just as tired as Otto was now feeling.

He leaned down, pressing his head against the top of Peter’s own and inhaling the younger man’s scent, finding that it relaxed him immediately.

“All right Doc,” Peter said as he readied himself to install the blocker. “You ready?”

He was unable to fully keep his fear and anxiety out of his voice, and he cringed as he heard what he sounded like.

“Just get it over and done with,” Otto snapped.

The older man had been in a less than fantastic mood after the two of them had woken up on a cold metal table, the evidence of what they had done the night before now dried and uncomfortable on their skin. Peter didn’t think that he had regretted anything that they had done the night before, with the possible exception of allowing Peter to persuade him into sleeping on the metal table. He had given Otto a brief massage, which had cooled his temper at least a little, but he had a feeling that he owed the older man at least a couple more before the matter was settled.

It had taken a little more persuading to get Otto to agree that they should work on installing a blocker.

“I love you,” Peter had told him after placing a soft kiss to his forehead. “And I would never want to change what happened between us last night, but you have to admit that your behaviour last night was just a teeny, tiny bit out of character.”

Doctor Octavius had murmured something about feeling perfectly fine, but Peter had shushed him with a quick kiss to his lips.

“Just let me try installing the blocker, all right?” he asked as he pulled back, caressing Otto’s cheek as he went. “If the lag is too noticeable or if something about it doesn’t feel right then we can always uninstall it straight away.”

Otto had begrudgingly agreed, and as much as Peter would prefer that the older man wasn’t annoyed with him, he would take it if it meant knowing that Otto was healthy and safe.

Otto tensed as he felt Peter’s hands near the back of his head. He knew that the younger man was right. His behaviour the night before had been anything but usual, and when he had woken up he had found himself feeling extremely annoyed. Not by Peter though. Never by Peter. His partner was a bright spot in a world that was filled with darkness.

No, he was annoyed by himself; by his own lack of rationality. There had been plans damn it. Plans involving Martin Li and the Devil’s Breath and the Raft, and they had all been waylaid because he had suddenly decided that ravishing Peter was far more important than finally getting his revenge on Norman Osborn. Peter had been right. The neural interface had been affecting his impulse control and his ability to make rational decisions. As much as he hated to admit it, installing the blocker that Peter had designed was probably the best course of action. He only hoped that his reflexes wouldn’t suffer too much as a result.

“Okay,” Peter said as he ran his hands gently over each side of Otto’s head. Otto noticed that his partner’s hands were shaking, and he was just about to ask Peter if anything was wrong, when Peter leaned down and pressed a brief kiss to the top of Otto’s head.

Peter pulled back, and Otto found himself already missing his gentle touch.

“Installing the blocker in three… two… one…”

Otto closed his eyes as the modification was installed. There was a strange sensation, as though someone was reaching right into his neck and tugging at his nerves, and then there was a cool, soothing feeling spreading all throughout his mind and down his spine.

He felt parts of himself relax that he hadn’t even realised were tense, and let out a sigh of relief. He felt like he could finally think straight.

The arms were still there. He could still feel them, and he raised one up to gently caress Peter’s side and then wrap around his back in something approaching a hug. At least, he hoped that it felt like a hug.

He leaned his head back and opened his eyes to find Peter staring down at him, his upside-down face showing concern, and then breaking into a smile as his eyes caught Otto’s own.

Otto couldn’t help but smile back.

“Hey there Doc,” he said. “How are you feeling?”

“Like myself again,” Doc said, reaching up with one of his flesh and blood hands to cup the side of Peter’s face. “Not like before the blocker either. Properly myself.”

He scoffed.

“With all of my fears and doubts and anxieties back along with everything else,” he said as the events of the previous night came rushing back to him. He had actually… Oh god, he had, hadn’t he?

“Oh Peter,” he said, running his hand down the younger man’s face. “I’m so sorry.”

Peter felt like a lump had just appeared in his throat. He was glad that Doctor Octavius was back to normal. The new scans showed that the risk of side effects such as memory loss and personality change had been drastically reduced thanks to the installation of the blocker, which made Peter feel incredibly relieved, but the thought that such improvement might mean that he would never get to spend another night wrapped up in Doctor Octavius’s arms made Peter’s heart feel like it was breaking.

He told himself that it was worth it; that Otto’s health was most important, and it was undoubtedly true, but that didn’t stop his heart from aching.

“What’s there to be sorry for?” Peter asked, smiling and trying to play it off as a joke as much as he possibly could. “Who hasn’t gotten drunk or confused or whatever and had a one night stand with a co-worker, right?”

Please don’t be sorry because you remember me telling you that I love you and now you have to find some way to let me down gently, Peter thought, finding himself desperately hoping that whatever apology Otto might be about to offer, it was something other than what basically amounted to a rejection.

Otto gave the side of Peter’s face one last caress before getting to his feet and moving from the chair to stand directly in front of Peter. He grabbed one of Peter’s hands between his two human ones and brought it up to his face to plant a gentle kiss to the back of Peter’s hand.

Peter felt his heart skip a beat, and found himself feeling impossibly hopeful. Surely it meant that Otto felt at least something for him, right?

“That’s not what last night was though,” Otto said, releasing Peter’s hand. “Was it?”

“I don’t know,” Peter said, wanting to reach out and grab hold of Otto’s hand again but still unsure whether such an action would be appropriate.

“Oh Peter,” Otto sighed, and this time it was one of his mechanical arms that moved, this time to caress the side of Peter’s face in a gesture that was becoming wonderfully familiar. Peter found himself pressing against the firm, mechanical touch and hoping that Otto wouldn’t be moving the arm back any time soon. He moved one hand up to the mechanical arm and held it in place against his skin, just in case.

“In truth I’ve admired you for a long time,” Otto continued, and Peter felt his heart skip another beat. “You’re incredible Peter. You have a brilliant mind and a beautiful heart, and of course you’re also stunningly attractive in a physical sense, but it always seemed inappropriate for me to make any sort of move.”

“Doc, you don’t…” Peter began, intending to reassure Otto and tell him that he didn’t need to feel guilty about anything, but he found himself being shushed by another one of the mechanical arms, which reached up to press one finger gently against Peter’s lips.

“I’m not a fool Peter,” Otto said. “With how incredible you are and with what you do for the city, you deserve to have dozens of people just as young and attractive and brilliant as you are lined up around the block just for the chance of winning your heart.”

Peter wanted to object, and might have said something if it wasn’t for the fact that the mechanical finger was still pressed against his lips.

“But I’d be surprised if there’s even one other person in New York as brilliant and beautiful as you are,” Otto continued. “And if your heart’s set on me, then I’m certainly not going to complain.”

Peter pushed past the two mechanical arms and threw himself at Otto, wrapping his arms around the older man and holding him tight. Otto returned the hug with the two mechanical arms, and Peter nuzzled into the older man’s shoulder.

He pulled back after a moment to inspect Otto’s face, trying to work out whether a kiss would be appropriate, but then realised that Otto still had more to say.

“What I am infinitely sorry for,” Otto said, one of his mechanical hands returning to gently caressing Peter’s face, “is the manner in which last night unfolded. Oh Peter, you deserve to be courted properly, with the amount of care and devotion that an incredible young man like you deserves.”

Peter found himself smiling at that mental image.

“What are you talking about?” he asked. “Flowers and fancy dinners and stuff?”

“Oh yes,” Otto said. “All of that, or at the very least you deserve a proper bed; not being pinned down on a cold metal table and ravished within an inch of your life.”

“I don’t know about that,” Peter said, grinning up at Otto. “I think I liked being pinned down on a metal table and ravished.”

At first Otto looked absolutely appalled by Peter’s response, but then he was shaking his head at Peter.

“You’re impossible,” the older man said.

“Yeah, but you love me anyway, right?” Peter said, without thinking about what he was saying. It was something he said all the time to people who he’d annoyed, but they were never people that he was actually in love with; people that he hoped might actually say ‘yes’.

“Yes,” Otto said, making Peter freeze in place. “I do.”

Peter stared up at the older man. He felt like his heart was glowing, like he couldn’t stop smiling. Otto had actually said…

They were still standing so close to one another too. If he just leaned forward a little…

“I love you too Doc,” Peter said, right before their lips met.