Doc Ock: Of Dreams and Dust – Chapter 5 – Fallen Sun Rising

These are the clouds about the fallen sun
The majesty that shuts his burning eye
The weak lay hand on what the strong has done
Till that be tumbled that was lifted high
And discord follow upon unison
And all things at one common level lie
And therefore, friend, if your great race were run
And these things came, so much the more thereby
Have you made greatness your companion
Although it be for children that you sigh
These are the clouds about the fallen sun
The majesty that shuts his burning eye

~ These Are The Clouds (W.B. Yeats)

I’ve spoken with death
and so
I know
the futility of things we learn
a discovery I made at the cost
of a suffering
so intense I keep on wondering
whether it was worth it

As far as I’m concerned
I’m still there
dying there
a little more each day
dying over again
the death of those who died

~ Untitled (Charlotte Delbo)

“There is no sin, except stupidity.” – Oscar Wilde


Otto stood by the elevator doors and watched her. Her fingertips made small tapping sounds on the stone ledge as she leaned over it to look straight down into the void.

The city below was a hive of dark columnar shadows and patterns of light, though the night life of Chicago had escaped the business district hours ago to flood the commercial and entertainment centers around it.

She was dressed in jeans and Prada boots with a scarlet angora sweater under her black leather trench coat. The clothes had the look of a costume on a creature who might have forgotten how to behave in a society she still hoped to blend with.

His fingers toyed with the edges of his own long coat as he walked across the roof. The thump and crush of the tentacles on the concrete was loud over the howling wind.

“I would like to offer you my apology, Miss Dryden.”

When the girl turned to face him, he couldn’t have guessed her mood but her tone conveyed it clearly.

“I wish you’d just shelve me and plug me in, Doc. What’s the hold up?” When he didn’t reply, she added, “Not having second thoughts, are you? No point pretending you give a damn about me.”

“We are prepared for a small controlled experiment but every precaution must be taken.”

“We.” She shook her head. “You’re weirder than me. Why do you care if the world has energy, anyway? I’ve only got so much metal in me. You could dice me into serviceable portions, dole it out, try to make it last. Eventually, you’ll run out. Then your machine won’t work anymore and the world will be pissed. They only want to be saved and helped while the fire is hot – let them get comfy and they’ll turn on you.”

“I’ve told you my reasons.”

“How it would help, maybe – but not why you care. If you aren’t in it for the prizes and fame, why not just let people stew until they kill the planet – it’s not your job to save them from themselves.”

“No, but it is worth doing, if it can be done.”

“Unless a gang of oil barons decide to protect their fortunes by making you take a dirt nap.”

“I can protect myself well enough.” He stopped before he came too close. “This could change the future of the planet … ensure it has one, at least.”

“Hope it works out for you … and hey – if you’re saving the world, maybe the superfreaks won’t tear your doors off and drag you to prison for your crimes.” She crossed her arms over her chest, ignoring the tendrils of hair that escaped her ponytail to fly in her face. “Sing the ‘Ollre’ song if you want but they’ll know it’s you and one good deed doesn’t even the score with that crowd, trust me.”

Perplexed at her attitude, he offered his hands to her, palms up. She came forward and took them in hers without hesitation.

“I thought you’d hate me for treating you so badly. Yet two beats past asking why I haven’t carved you into cubes, you’re angry because my energy solution will put me at risk. You are a confusing person.”

“I – want to go out. Can we?”

“If you want to take a sponsored evening out, you may. I’ll have Balfour give you a credit card and a driver.”

“Not like that – you have to come with me. We can go to Lincoln Park, stay out of the crowds.”

“I can’t risk being seen to relieve a bout of cabin fever.”

“Just Fay Wray me down the building then.”


“Because it’s an experience I haven’t had yet. This heap is bucking for the tallest building title, and it has to be a trip to swing down it the way you do.”

“I don’t think I’m up to that at the moment.” He released her hands and backed away from her. “I assure you, fatalism is unnecessary at this stage. It is entirely possible that I will only need a small amount of your remarkable metal for the fuel source. The reactor isn’t a coal furnace. Once it is created, and if it can be stabilized, it will provide energy equivalent to the sun without further donations. The presence of the uranium alone could ensure enough power with a minimum sample.”

“What about the ‘might not be survivable’ speech?”

“Extensive tests have redeemed your chances.”

“Leaving me … where?”

“When the reactor is a success, I will begin the task of helping you achieve your revenge.”

She settled on the ledge again and looked up at him. “Let’s do one of those hypo-thingy suppose things, okay?”


“Yeah. Let’s say we scratch each other’s backs and I actually manage to paste Mags before he can crush me like a soda can. Do I come back here to say thanks and find the doors locked behind me? I mean, is it ‘sayonara, babe’ once I go off to do battle or what? Because if it is, I’ll just head out from wherever I’m at and find a new hobby.”

“You would be welcome to return, if you like, even to take a place here officially. Your talents have proven your worth already.”

“If I’d stayed with the X-Men, I was going to call myself ‘Dreamspinner’ but we’ve already talked about why I didn’t stick with them. My talents aren’t much practical use to a guy like you, Doc, and I don’t think I want to spend my life that way. It’s a dead end without a lot of compromises.”

“Practicality isn’t everything,” Otto whispered. She couldn’t have heard him over the wind but she sighed as if she had. Was she in his mind? Raising his voice, he offered, “It would mean an end to running – no longer living on the fringes.”

“I do okay on my own. Beats going crazy over shit I can’t have. Don’t get hooked on dreams,” she said, staring back out at the drop behind her. “I learned the hard way before and it was easier to give up coke and pills.”

“Nothing would be denied you here. All of my people make an obscene salary and Mr. Rucker finds ways to satisfy a variety of illegal substance tastes for those who have them.”

“Not looking for a boss, old man.” She turned back to him with a bitter expression on her face. “Besides, you wouldn’t want to trade for what I want.”

He frowned. “It eludes me why you persist in that idea. I had thought I was quite clear before.”

“What can I say?” She grinned wickedly. “I’m a natural thrill-seeker.” Leaning back, she lifted her fingers in a waggling wave and then tossed herself over the edge.

Shocked, Otto rushed to the ledge. He propelled himself after her instantly, ignoring the pain that tore at him as the tentacles whipped down the side of the building at over fifty miles per hour.

He caught her halfway down, enraged by her laughter. The ponytail made an excellent handle to get her attention as they hung from the grip of three tentacles. The fourth had snagged her waist with its thin interior coil. The agony of the jerking stop made breathing a challenge.

“I am very sorry you can’t feel pain,” he hissed at her as he pinned her head to the stones by her hair.


The temptation to kiss him was intense but his iron grip on her hair held her frozen.

“We’re almost there now – want to hit the park?”

The look in his eyes might have killed a girl who wasn’t already undead. The lips were pulled back in a snarl. She tried to slip a telepathic probe in but his mind broke it on contact.

Without a word, he began moving them down to the street, maneuvering around one corner to position them over the mouth of the underground parking garage. He dropped her to the ground from a hundred feet.

Landing undamaged, Rooke watched him as he swung down in front of the iron grill door that blocked the garage. His heavy six-foot-two frame assumed a hostile stance but the tentacles were arrayed around him on the concrete to keep him on his feet.

She’d known the stunt would deprive her of his good will but she couldn’t care. It had been one hell of a ride – almost as good as having him in his memories the night before.

He turned and went to the access panel beside the entrance. The metal arms were obviously helping him walk. Rooke felt a sliver of guilt. He’d be late for his shot and probably not quick to forgive her but she couldn’t regret it.

Leaning down slightly, he spoke his real surname to the machine. As the barrier began to trundle up, he looked back at her. “Have you had enough for now?”


“Do that again and I will let you break the street.”

~ ~ ~

Rucker’s glare was malicious as he administered the injection. Rooke met his gaze evenly, her expression cold.

“Get some sleep, Otto.”

“Later. There’s something I have to finish in the lab.”

“This glorified erector set can only help you so much,” Rucker replied, exasperation in his voice. “You’re still human.”

The metal arms lifted the doctor to his feet and helped steady him as he frowned at the lawyer. “Every time you say that it feels less true.” Without a word to Rooke, he left the room.

Staring at her, the lawyer frowned as the elevator thrummed.

“What?” she asked, crossing her arms over her chest.

“Make no mistake, miss: as long as you remain here, your life depends on your usefulness to him.”

“I must be useful then. He was just trying to offer me a permanent job around here.” She smirked at his attempt to cover his surprise. Walking past him, she patted him on the shoulder condescendingly. “Don’t worry. My little plunge off the roof might have changed his mind.”

A real glutton for punishment, she went down to the lab. Ock turned ignoring her into an art form but she didn’t mind. It gave her a chance to occupy a corner and watch him.

Rooke didn’t understand anything of what he was doing, beyond the fact that he must be readying the equipment that had started all of his problems in the first place.

Doggedly keeping at it for a couple billion faceless morons made no sense to her, especially since most of them would only see him as the criminal he had briefly become.  What had his body count been? She couldn’t remember. An operating room full of surgeons and nurses, several NYPD officers, and some random New Yorkers – most of whom were killed by falling debris.

Exactly the thing that crippled me. Yet she couldn’t put him in the same crowd as Magneto. Ock’s trying to achieve something to help people – all the people, not just the mutants.

Even though she thought it was silly to try, it was better than Magneto’s plot of wiping out normal people until mutants ruled the earth. Xavier had told her that Mags had lived to see his parents killed in the Holocaust but it didn’t make sense to be pissed about that and then go on to copy it over sixty years later.

A loud metallic screech startled her out of her musings. Ock was adjusting one of the four lighted rib-looking things of his machine. Leaning over, using two of the tentacles to shove the heavy structure, he was braced from behind by the bottom pair. His face was set in a grimace of effort.

Rooke rose from her chair and wandered closer to look at the device. The four giant ribs curved inward to face each other over a hole in the circular platform. The hole, for reasons that mystified her, surrounded a still pool of water. A set of controls on wheels waited nearby.

When he straightened, he caught her eye for a moment before looking away again. A random strafing of memories from the last night crowded in to plague her. His touch, his mouth – the marathon sex romps so steeped in heady feeling that she could almost forget her own name. With him, it was everything she’d always wanted it to be – but it wasn’t real.

He was nervous about her ability to see his memories as she dug them out of the wrack and ruin of his subconscious, and he obviously didn’t realize that she was an emotional participant every time he dragged her telepathic image deeper into his mind.

The warning she’d given – that willing dreams and memories to be real could hurt you, had already begun to torment her. She wore his wife’s face in his mind and stripping off the mask was probably already impossible. He was too strong and wanted Rosalie so badly.

Were you really such a gem, Rosie – or has he given you unearned sainthood? I never gave a damn about anyone much until you two stumbled across my path. Would you let him go if you could? I’d steal him if I could – but all he sees is you.

“Miss Dryden?”

“Huh?” She startled. He was standing right in front of her. “What?”

“It is ready.”

A twist of regret struck her. “You’re tired. Tomorrow’s a new day, do it then.” Let me have you for one more night.

“The program is set for a scaled down test. You’ll live to see breakfast.” He held out his right palm. The muzzles of two tentacles watched her a moment, and then one of them opened and its spike snapped out.

Rooke gave him her left forearm, shivering at the touch of his fingers. He muttered something mindless and reassuring. Did he think she was afraid of the Adamantium blade?

I have to get out of here; if this works and he has what he needs, maybe I’ll just leave and find some other way to get Mags. His fingers shifted, stroking along her skin as the blade cut into her metal. Tomorrow. As the pincers plucked the sample away, she caught and held his gaze. Tonight I’m going to drown in you.


Otto felt a shudder as he looked in her eyes. Does she intrude?

No. / We / do not / sense her.

“It may not be safe to remain.”

“I want to.”

He nodded and turned. “Do not approach the device.”

“You’re right next to it.”

Otto reached to touch one of the tentacles. “This is the original function of these actuators. They allow me to manipulate radioactive substances from a safe distance. You, however, happen to be one.”

“Um, yeah. Good point.”

It took no more than ten minutes for the Adamantium blades of two of the tentacles to carve the sample into the necessary shape and encase it inside the protective sphere he had developed with OSCORP.

Switching on the blue light overhead that would reflect from the pool beneath, reinforcing the containment field, Otto realized he was holding his breath.

He reached for his goggles, trying not to think of Rosie as he put them on. This had been the moment – the last time he had looked into her living eyes. Shaking his head to clear the distracting vision, he watched as the tentacle moved the fuel sample into place within the magnetic containment field. The small and roughly cut dodecahedron of gray metal hung in the air a moment before it began to spin inside the sphere.

Fingers poised over the controls, he tapped out the sequence of commands that would bombard the sample with sympathetic atomic frequencies and harmonic reinforcement. They struck in tandem with fiery light beams from the top and bottom of the four towers already engaged in creating the containment field, the beams crisscrossing in multiple x-patterns around the sample.

A hum and harmonic vibration filled the room – it was the music of his nightmares, the song of his dream.

The fusion bloomed in an instant into a perfect miniature sun within the clear bubble of magnetic force. Trembling, Otto released his breath. The tentacles were fully extended their twenty-four foot length, their mouths opened into the three-pronged hands, hovering around the containment field. The newborn fusion reactor had begun small, and then grew to the diameter of a basketball in moments, fed by the metal at its core.

“Hold it – it must not become unstable.”

It is stabilized, / with no / undesired / explosive response.

“Yes. The actinide is aiding in energy output and the anomalies are keeping it controlled.”

The / magnetism / is not / increasing.

“It is possible that the SmCo5 alloy may be counteracting it, drawing it inward.”

This / may / limit the / diameter.

“For the better, I think. The new design seems to be holding.”

Otto watched it, looking for the rubber band effect of explosive energy that had breached the containment field before. Yet the fiery orb retained its shape without spiking and its rotation didn’t seem to be producing a noticeable gravitational pull, either.

The readout showing the energy output was the final proof of success. A quick glance showed it registering a two thousand megawatt surplus: twice the power with a fraction of the original tritium fuel.

He had spent most of the last two years correcting the calculations that had destroyed his life and wreaked havoc in New York City. The results of this effort now hung before him – the fallen sun rising again.

~ ~ ~

The lab was dark. Otto sat in a heavy wooden chair he had turned backward. His forehead rested on his arms over the back of the chair. Behind him in the gloom, the tentacles worked like the actuators he had created them to be, checking the device over for any faults or stress problems.

A solitary light, soft and shifting, shone on the young woman’s face where she sat on the floor by his feet. It came from the computer screen that still displayed the corrected design.

“Are you – is everything okay?”

“Yes – for the first time in years. Thank you for your contribution.”

“Hey, no sweat – had it lying around.”

“It is more powerful than the original flawed design, with only a meager sample.”

“Why’d you turn it off?”

“It was a test. Now that it is working correctly, without the earlier problems of spikes and magnetism anomalies, it’s time to take the next step.” He raised his head to meet her eyes. “Octagon Industries must find a way to make use of the breakthrough without endangering its inventor.”

“Your pit bull lawyer can figure that out. He looks like he could eat glass and piss diesel.”

Shocked, Otto laughed aloud; this seemed to surprise her in turn. “I should take Yeats to heart.”


“Yeats, the poet. Something Rosie read to me that actually stuck, all things considered. He spoke of the pursuit of great things and how they can be torn down by others after you. He questioned whether those things were worth it when they’re often not realized in your own lifetime.”

“Cheerful guy … but I think I agree.”

The tentacles drew in closer slowly, their whispering voices giving their assessment. The device was sound.

“I’ve been able to think of little else beyond this. Now that it’s done, I’m not sure how to feel.”

She stood and slipped her fingers between his, tugging at them gently. “That can wait for breakfast. You should try to sleep.”

Otto allowed her to lead him away from the device. As they walked, one of the metal arms curled around her waist, its muzzle peering at her.

We want you / to stay. / You are good / for us.

“Convince him first,” she told it, “or he’ll defend himself.”

He allowed her to walk him to his bed, and then sent her upstairs. Otto listened to the elevator hum as it rose.

Sleep should have been impossible but he fell into it immediately. Expecting to dream of Rosie or of the reactor’s success, he was appalled to find himself in the grip of nightmares.

The operating room of Midtown Hospital was spread out around him, dotted with the broken bodies of doctors and nurses. Dr. Kevin Hunt lay on the floor beside the x-ray table. His blood was pooled and congealing on the fallen ghostly image of a spine infused with melted nanotech wire.

Otto woke with a start, his clothes damp with sweat. Afraid the dream would return, he rose and went to the elevator. Wary of waking his guest, he did his best to shower and move through the hall quietly. Leaving the clothes in a heap on the dressing room floor, he returned to his bed on the lab level wrapped in a thick robe.

“Maybe it’s time we called on Dr. Rosenberg again.”

Those humans / meant us harm. / There is no need / to dwell on their deaths.

“They were trying to help. They didn’t understand about us. Neither did I, yet.” He hung the robe over a chair and tried to lie comfortably on his stomach.

Dr. Rosenberg had begun his new post as resident neurologist by diagnosing him with a certain amount of brain damage, caused by the electrocution of the accident, which was also responsible for his neural pathways compensating for the new arms. His second electrocution fighting Spider-Man had no doubt exacerbated the problem. The neurologist was afraid of him, but talented.

We do / not need them. / She is better. / We will call for her.

“Can she block the nightmares permanently? She doesn’t intend to stay. I am always living through them too intensely. I’m there. I feel them dying … and Rosie – why did I have to find her there? You shouldn’t have let me see…”

We were / learning about you. / She was near. / We needed to see Her.

“Some things are learned at too high a cost.” He winced at the memory of the bloody blanket torn away by one of them and the body beneath. Her beautiful eyes had been bisected with glass, her body mangled with it. Exhausted, he closed his eyes. “I can’t face it again. Please ask her.”

She has / been waiting for us. / Sleep. / We will keep watch.

From the moment he tumbled back into dreams, the nightmare was swept away. Rosalie awaited him on the hillside, bathed in the perfume of heather. Her short slip was white. He swallowed his fears as she reached out to him, calling his name softly.

Drawing her into his arms, he felt the moisture of tears as they kissed but he didn’t know which of them was weeping.


Unable to shake the feeling that it could be the last time, Rooke threw caution to the wind. Making no attempt to hide in a memory he knew, she simply came to him on her own. She was reckless in keeping up the facade of Rosalie’s image and heedless of trying to mouth words the older woman might have spoken.

None of that mattered, of course. The man who crushed her in his arms saw, heard, and felt only what he expected and yearned for.

Exhaustion harried her, threatening to make her efforts weaken. She remained awake while joined with his dreaming mind and it had been weeks since she’d had a full night’s sleep.

His touch and his love built the frustration in her to an intolerant level. It was a dangerous time for dream spinning, for these and one other reason: her neutral feelings for Rosalie Octavius were souring into a hatred she barely understood.

The loft bedroom again – tangled sheets and untouched wine on the nightstand. She stroked the backs of her fingers down the side of his face and smiled into his dark eyes. The reactor works beautifully. You’ve corrected the mistakes – and now we can both be at peace.

You are my peace. He ducked his head and set his magnificent mouth to her breasts again.

I can’t stay forever, Otto. I came back to help you through this.

He looked up at her, startled – afraid … but something else answered her. She saw the tentacles as phantom images over his shoulders, their mouths set into threatening claws.

If you dare threaten, / we will break you. / Beware what / you do here.

Rooke sat up in the dark, surrounded by the soft sounds of the fountain behind her. In her mind, she felt the doctor’s confusion releasing her from his grip. The sensation of his touch faded. Tears rose in her eyes.

I can’t keep doing this, she told them. It’s tearing me up – but I don’t want to leave him tormented by her memory. Can’t I make him realize it’s over and he can move on without her? I’m not trying to hurt him – it will help.

We know She is gone. / We want to continue as he wants / to be with Her. / We allow you to bring Her but not to control our mind.

With a quick indrawn breath, Rooke stood. Help me then. You did it before. Help me and I’ll stay.

You must stay. We / need Her through you. / Help you if we can. / How?

Her hands curled into fists at her sides. She was trembling with fear and desire at once. Let me come down. Help me to be Rosie without a hitch. My telepathy is weak but you could strengthen the connection yourselves. Give me his body and I promise you I can keep him from wanting to die.

Come then but / care must be taken. / We can be controlled / against you.

I’ll be careful. He’s restless. Can you make him sleep more deeply?


Rooke felt them soothe him in her mind as she pulled on her bathrobe and headed for the elevator.

Don’t forget to help me with Saint Rosie’s lines, or I’ll be up shit creek – er, I’ll be in trouble.

The lab was wrapped in darkness so thick that the light from the open elevator car barely showed any furniture or features at all. Hesitating, she felt her fear rise. Then a telltale gleam snapped on in the void before her. It was one of the tentacles, its spotlight showing the red joints of its open claws.

Moving quietly toward it, her hands out in front of her, she was led into the small sparse bedroom. The ratcheting sound of their movements in the gloom was eerie. As the light turned down onto Ock, she saw his naked broad back bisected by the metal of the wide artificial spine. The thick harness that encased his ribcage, supporting the back brace below his shoulder blades, housed the root of the tentacles. It was the first time she’d been able to see how they were connected to him.

His lower back was covered with a sliver of thick cloth padding before it came to a ragged edge and his flesh showed again. Was it what was left of a protective layer he’d worn originally, with the rest of it still trapped between the back brace and his skin? She knew the needles went all the way to the spinal cord.

With a shudder, she looked away from the metal. His lower back ended in a clump of white sheet she wanted badly to strip away. His face was hidden in folded arms and as her eyes swept over his back again, she noticed the bluish bruises around the metal and the charred appearance of the multiple knobs along it that had to be the ends of the needles.

“Oh, Otto – how horrid,” she whispered under her breath. “And I made you leap off after me like a brat.”

She stiffened when something touched her. Two of the tentacles had slipped up and taken the robe in their mouths at her shoulders. Rooke struck the loosely tied sash open as they pulled the cloth from her body.

Approaching him carefully, she intensified her mutant gifts in his mind, feeling the odd but firm strength the machines lent to her telepathy. She spun the scene of him working on the reactor before the accident back to the bedroom of the doctor’s former home.

Leading his thoughts to see himself lying in his bed on his stomach, she made him sense the smooth expanse of his unencumbered back. Biting her lip, she drew off the white sheet, inserting into his mind the soft navy linen sheets she had seen before in his dreams.

Rooke sat on the edge of his bed and stroked her fingers over his shoulder and down his arm. The longer hair at the back of his head tapered into a thick nest of sharp, shorter hairs grown out since the last haircut. The metal sensors on her fingertips registered the textures perfectly, making her smile.


I’m here, Otto.

His head rose as he moved like a sleepwalker, turning onto his side and reaching for her. She lay under his arm and let him move over her, watching the quick movements of his eyes under closed lids. Fear threatened again. Was he waking?

It is R.E.M. sleep, / the dreaming state. / We are at peace and / there is no danger.

Rosie… The doctor’s mind breathed the name like a prayer.

She drew his lips down to hers and felt the cerebral tug as his mind entangled itself in her gifts. When his lips brushed down her chest, the heat of the physical touch made her gasp. You are stunning, she thought, her lips moving as if she muttered the words into his hair, kissing the dark waves.

Thank yourself, my love, for teaching me how to please you.

Rooke was about to say something about scientists and limited shagging experience – but she was interrupted.

You were a / natural, / and a quick / study.

Well, he hedged, as his lips smiled against Rooke’s left nipple, this is a lot better than trying to learn T.S. Elliot.

Once I trained you / out of explaining / principles of nuclear / physics in bed, you became an expert.

Rooke’s smile turned wicked. He must have played these talks over and over in his head for them to know what to say. Even their tone changed slightly, attempting to mimic the memories – though they probably would only sound like his wife to him in dreams. The mind filled in a lot, especially when it wanted something to be a certain way. To her, they sounded as mechanical, chopped, and cold as ever.

It left her out of the conversation but she didn’t need to talk. As her bedmates continued their schizophrenic chat, she relaxed into the feel of his weight pinning her for a kiss or slipping down her body to lick at her pussy with exquisite skill.

The stamina of previous mental unions promised much but for now, his patience with foreplay began to unravel her senses. Lost in his tongue, lips, and fingers, she stopped listening to the words spoken around her.

Otto’s body covered hers again as she opened her legs to him, wrapping them around his waist. Anticipation and memory both paled when his cock pressed inside her. It was a tight and magnificent fit, inducing her to tremble deliciously as he thrust with a slow and easy strength.

Oh, God, she said, intruding on the telepathic circuitous link. Ock… Otto … I could love you – I think I do.


Playing coy, love? he answered her risky outburst. Shall I help you decide? Or would you prefer a recitation of the Theory of Relativity?

Trying not to panic, Rooke spun the dream stronger and let the machines answer him. Yet she couldn’t hold back an audible gasp when his thrusts quickened and his mouth covered her aching breasts with kisses.

She buried her hands in his thick hair and pulled his sensuous lips to hers. His deep chuckle sounded in her ear when she broke the kiss to breathe. Then he began to lick her ear, following its whorls with the tip of his tongue.

He spoke but she didn’t listen. The tentacles answered him as Rooke’s mind was swept away, numbed by all that he did to her body. Her orgasm shocked her with its intensity but she knew it would only be the first of many as he paced himself to bring her there over and over long before allowing himself his first release.

~ ~ ~

It was everything she had seen in his dreams – except being with him, having him, was sinking a need into her bones worse than any drug she’d ever tried.

Would it be dawn soon? She had to be gone when he woke but she couldn’t think – couldn’t do anything but feel.

As he entered her again, only twenty minutes of mind-mangling oral stimulus later, she knew he would make this one faster, more intense. Later, as they tired, it would be slow and romantic again and she would forget her name and his, as the ecstasy took her and changed her forever.


Otto settled on his back, tired and drowsy, as Rosie laid her head on his shoulder. Her fingers stroked a nipple, her arm across his broad chest, as she sighed.

Maybe we should / declare tomorrow a day off. / It’s been a month since you / took a real break.

He smiled and kissed her hair. I can’t. I have to run the final test on the actuators. It’s only a few weeks to the day.

You won’t have had / any sleep, Otto. You’ll / fall over. / Rest. Tell them I insisted.

I’ll be fine, love. A night in your arms is … better than tired eyelids on tired eyes.

Her laughter filled his soul with joy. Tennyson! You sly thing. / Cribbing lines to woo me over again – / but I can’t be in love with you more / than I am already.

Remember the evening I called you from the Atomic Research Center and couldn’t say anything? I survived graduate school but choked on the phone. A doctorate on the wall doesn’t prepare a man to speak to a woman.

I knew it was you instantly / and you thawed after I asked / about your project. I didn’t understand a word but / at least it got you talking.

And here we are still. The hapless boy from Schenectady, New York makes good. His smile faltered as memories of home and childhood intruded.

That boy is about / to change the world – / for everyone. / Otto? What’s wrong?

Torbert and Mary Octavius will never know.

Your mother expected you to do / great things and you are. / Don’t think about him. He would never have / understood a man like you.

Otto slipped down to lay his head on her chest, feeling her arms hold him as he closed his eyes. Strange, isn’t it? He hated any show of weakness or sentimentality. To allow myself to be bullied was a punishable affront.

Her lips brushed his brow. Taking a belt to a / five year old like that / wasn’t punishment, Otto. / It was abuse.

Yet he taught me everything about hard work and that has helped me achieve a lot. He grunted. Of course, I stopped being a chubby weakling a while ago.

She chuckled, stroking his broad shoulders and heavy, muscled arms and chest. Definitely. When I first saw you, / I thought you had to be / visiting from some football college. / Until you spoke.

Her touch inflamed him only slightly more than her words. With one smooth movement, he rolled over her and held her face as he kissed her. She opened to him utterly, mouth, body, and soul.

He didn’t know how other women loved but it had never mattered. Rosie’s hunger matched his and her strength as she held him was a surprise and a delight, even after all of their years together.

The haunting thoughts of the past faded as they entwined again. He didn’t know what time it was but that didn’t matter, either. He hadn’t lied, borrowing the poet’s sentiments. Losing himself in her was more restful and calming than sleep – whether they were quick and a little deliciously rough or easy and languid as he took her now.

She cried out and clutched at his back, setting off a deep stabbing pain inside. The shock of it stole his breath. Had she cut him with a fingernail?

Oh, I’m sorry – I forgot.


What? He paused and looked in her bright hazel eyes. They seemed to flicker and darken. Rosalie, what is wrong?

Did I hurt you? / I’m sorry. / Maybe we’re / both tired.

Otto smiled. The last time you did that you weren’t tired but it was a bit gentler.

He bent to kiss her and drew back in confusion. His fingers reached to touch her lower lip as her limbs wound around him tightly again.

The rose-blush of her lips was warm and yielding, until his finger struck a ring of metal.

Otto? Please…

She changed beneath him, her refined dusky Italian beauty morphing into a slight, pale form. The hair lightened as hazel eyes turned black.

“You… How … how dare you!”

He reached in his mind for the metal arms she had subjugated, wrenching them from her control as he tore his body away from hers in horror. The abrupt movement made him stumble and he almost fell. The tentacles caught him.

The girl cried out as he regained his balance. When he met her gaze, she was scrambling to cover herself.

A black rage filled his mind as reality crashed over his senses. It had felt so real because it was. His stomach lurched as his hands curled into fists.

Violation, betrayal … why?

I was trying to help –

“No! Enough lies!”

His fists punched forward but it was the upper tentacles that struck, guided by his hands. The headboard of the heavy bed splintered into kindling as she screamed and threw herself toward the door. The metal claws pursued her, telescoping out to catch her against the wall.

Both wrists held and half-crushed in one claw, he struck out with another, smashing the twin black stones in her palms. The cry she made was high and terrible but he barely heard it. Another tentacle caught the legs as she tried to kick him. With a muffled crunch, they were snapped.

The arms threw her across the bed where she landed in an explosion of sparks. He stalked around it, intent on pulling her apart.

“Oh, God, oh God, no…” She attempted to pull herself under the bed but one of the tentacles lifted it, hurling it out across the lab to smash near the elevator. “Otto, please!”

His rage wanted nothing but her death. Retracting the claws into their ball form, he sent them smashing into her body. Even as he watched, looking for an opening to grab her and pull, the metal in her shifted. The cybernetics had repaired the components that allowed her to move and feel touch, restored the breaks in her legs. The hissing sparks over the white lights on her chest replicated the lights before they could fully dim.

A cry of frustration ripped from his throat as she rose and stumbled around him. He tried to grab her but the metal arms were too slow. Was she still influencing them?

“Where will you go that I can’t find you?” He used the tentacles to propel him after her faster than his body could move. “I will hunt you down – tear you apart!”

She fell into the elevator car, fingers fumbling over the controls. Without a word, her face a mask of terror, she shrank back against the far wall.

The tentacles reached out and grabbed the doors as they began to close. They ripped them away but the car shot upward, sparking and setting off alarms throughout the building.

“No!” he screamed, human and mechanical arms rising in entreaty as his body buckled. He fell sharply to his knees and pitched forward. Fists of flesh and metal struck the cold concrete but only the flesh tore and bled. “How could you! I trusted… Rosalie – oh God, no…”



Author’s Note: The poem Untitled by Charlotte Delbo is my attempt to give insight into how Otto feels about the day Rosie died and his sense that he died then too, in a way.  Survivor’s Guilt can be a hideous thing to live with, especially for a man whose mistake in calculations killed his soul mate. Yet the real meaning of that poem is so much darker than anything Marvel can dream up: Charlotte Delbo was a survivor of the Holocaust at Auschwitz, sent there for her activities as a member of the French resistance. I wanted to include her poem because as a man of German heritage who cares about helping others, with a wife who loved poetry, Otto would probably own a copy of Ms. Delbo’s book.

Fair warning, these two people do many terrible things to each other in this story, including mind control, rape, and some pretty violent abuse and tortures, sometimes intentional and sometimes out of a misbegotten and uninformed attempt to help. Rooke is too young to understand a man like Otto and her belief that males are happy to get sex regardless of who it is with is sadly mistaken with him. She is ruled by her Id a lot, if I may dip into psychology terms. It leads her to believe that indulging in her desire to be with him physically will also help him to heal and move on from his grief. She simply has no real clue that he sees her actions as rape. He’s right, too, regardless of her intentions – he was asleep and couldn’t consent, she manipulated his mind, and he had already told her no when she offered sex. She wants something he isn’t capable of at this point in his grieving process and he’s mentally badly damaged, too. It gets rather bumpy from here on out.

I was surprised to see so little fic here or anywhere else with Doctor Octopus in a sexual pairing. Alfred Molina’s portrayal of him had me drooling in seconds. So huge thanks to those who are reading this and commenting. Y’all are awesome. – AnonGrimm (@MET_Fic)


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