This is an idea I had some time ago. What if Octavius hadn't died that night at the peir? What if he had survived?

This is set in the movie universe some time after the second film. Rated for language.

"I will not die a monster."-Otto Octavius

"I believe there's a hero in all of us, that keeps us honest, gives us strength, makes us noble, and finally allows us to die with pride, even though sometimes we have to be steady, and give up the thing we want the most. Even our dreams."-May Parker

It was a bright Saturday in June, and he should have been dead. Plunging willingly into the river to destroy your experiment with full knowledge you'll drown tends to give you that feeling. Otto Octavius stood at the window looking out, while his extra four limbs lay limply on the floor. Every now and then they coiled slightly or rolled over just to confirm they still worked. Not that he wanted them to. He wanted to be dead or at least a normal human being. But NO. He just HAD to remain alive, and as a monster at that. And now he was hearing from the doctors his central nervous system was completely dependant upon the operating systems of his robot arms. He would never be normal again. If his experiment had worked, his fusion with the machine would have been hailed as an honorable sacrifice, but it had failed and he had gone insane. "Doc Ock" they had called him. Still did. Everyone was scared of him, like he might attack them if they were left alone. The nurses and interns really showed it the most, but he no longer had the energy to do anything. He heard a step behind him in the doorway, and he raised a robotic arm to see who it was. He didn't have the strength to face anyone.

It was Curt. Curt Connors. Dr. Curt Connors, who taught at the local university, who had been a friend to him.

"Hello, Otto," Connors said quietly.


Connors didn't move from the doorway. Instead, he leaned up against the door frame and looked right at the camera in front of him.

"Is what I hear true?"

"Depends on what you hear."

"You fell out of sanity and became the victim of your extra limbs. You nearly hurt a lot of people."

"It's true alright," Octavius said darkly. "The trial's in a week."

"They'll clear you. You were under the influence of artificial intelligence."

"I still could be."

"You can't even talk to an old friend face to face. I don't think your arms' thought processes are going to be an issue."

"They'll incarcerate me all the same."

"You always were so optimistic. It's hard to see you so much the opposite."

Octavius shrugged indifferently.

"At the very least tell me you have a lawyer."

Octavius shook his head. "I don't."

Connors sighed. "I know a law student. Top of his class and just passed the bar test. Would you mind if I asked him to help you?"

"No, I wouldn't. Go right ahead. I'll need all the help I can get."

Connors closed his eyes and sighed. He was practically throwing his help at the man. It was all he could do to not forget himself and beg Octavius to exploit their past friendship, to take advantage of him, to... He couldn't even let himself finish the thought. He resisted the urge to grab Otto by the shoulders and shake him fiercely to try and make him see reason, to lead him to the silver lining, to show him the light at the end of the tunnel. It was clear he was depressed, and it snapped something deep inside Connors. If Otto couldn't stand it... It made him shutter.

Octavius watched Connors through the camera, and he closed his eyes and shut out the picture for a moment. Chad was giving so much just to stand there and talk to him civilly, to offer his help, to try and point out the light. Octavius was doing everything to not take Chad's unsaid offer to ruin their friendship by abusing it, to call upon the debt Connors owed him because of the lizard thing, to... Otto couldn't find the strength to finish the thought. To see Chad so worried, so... hurt by this turn of events shattered something deep down in Octavius. If it could turn Connors into this... What hope did he have for himself?

Briefly, Octavius considered throwing himself out the window to end the pain he felt since Rosalie had died.

Briefly, Connors considered admitting the bond to Otto he had felt since the lizard incident.

I feel your heartbeat, Connors whispered mentally. He could pseudo-see the heat pattern as if through a thermal camera, a side-effect of the lizard incident.

I see your thermal core, Octavius whispered mentally. His arms' cameras were equipped with a heat feature, something meant for use in a reactor.

And Chad Connors decided to do something out of character. He walked up to Octavius, spun him around by the shoulders, and slapped him sharply across the face.

"Maybe that will shock some sense into you."

Octavius looked up into Connor's eyes and saw everything he had learned to love as a brother there, and everything Chad had come to realize about it now. Chad was the one person still alive who knew Otto on such a deep level.

It had started at one of those deathly dull shindigs thrown by universities. Connors was the new boy in the physics department, and "Octavius the Loner" had joined about a year ago to do work on fusion. They, the outcasts of their mutual science, found themselves bumping into each other at the punch bowl numerous times over the course of the night, and they started talking about the nuances of the quanta. And it had taken off from there. The rest of the night was spent debating particle physics at one of the back tables to Bruce Springsteen's "Born in America." All too soon, the party was over, and the two hurried to exchange contact information for when their bet about CERN came through. Octavius lost, and he showed up after one of Connors's lectures to fulfill his end of the bargain.

"How about lunch?" Connors had asked good-naturedly, and they were once again sitting across from each other discussing the universe and, towards the end, more personal issues. By the end of the week, they were contacts and friends. And it had snowballed since then, accelerating up through the lizard problem and Octavius's fusion.

Connors looked down into Octavius's eyes and saw the man he had considered a brother broken. And it nearly made him break down into tears of sadness, of frustration, of incredulity.

Otto closed his eyes. "I didn't know lizards could care," he said coldly, his alter-ego resurfacing.

Connors shoved Octavius hard enough to push him a few feet back with inhuman strength. "We swore not to mention it!" He covered the distance between them in milliseconds and grabbed Octavius again. He felt his blood cooling, and his heat vision heightened in sensitivity. He tried to calm down and counted backwards from 20. Emotions always stirred up the "Inner Lizard."

Octavius shook himself and whispered commands to himself. "No. No!" His mechanical limbs moved almost frantically, whispering conspiratorially inside his thoughts, trying to make him turn again. He needed help, needed human support, needed Curt Connors.

Otto went a little limp in Connor's hand as he concentrated on turning inward. Curt felt his humanity surfacing and his internal temperature rising again as he saw Octavius's struggle.

"I'm not going back!" Otto whispered intensely. "Look where listening to you last time got me!"

His eyes snapped open, and he seemed to see Connors for the first time. "Curt…"

"It'll be alright." He didn't dare let go of Octavius out of the fear the man would just fall over.

"You shouldn't be here…"

"I couldn't not come. You're my friend, Otto. My best friend."

"I don't deserve it." His eyes were dead.

Connors resisted the urge to slap him again. "You do. Misfortune is not the end. Look at me." He was referring to the contact with the chemicals that had caused the lizard thing.

Octavius did indeed look at him, but he was too deep in depression to find anything inspiring. "I'm not you, Curt. I couldn't even properly rebound from Rosie's death; how can I rebound now?"

"With help." Connors carefully watched Octavius.

"With help," Octavius echoed. He was going to have to take Connors up on that silent offer after all.