#lee!peter2

A dim overhead light flickered in the dark lab of Doctor Otto Octavius. However, said physicist wasn’t the one up that night. Instead, his apprentice, Peter Parker (Peter 2) was hard at work on a project he kept to himself: new web shooters for Peter 3.

With an arc reactor in possession of his mentor, Peter 2 was hoping he could find a way to harness its energy into a small enough device that didn't need a change of batteries or charging. All he had to figure out now was…how to do that. And that’s what he was stuck on.

With wires connected to the pegs of the reactor and various small tools strewn about the desk, Peter 2 groaned. Maybe if he asked Otto for help, this would’ve been easier.

But no, the sun had to have set hours ago. The last thing Peter wanted to do was bother the scientist in his sleep. He could do this on his own. He was smart. He was the Peters' big brother, for gods sake.

He should know how to do this…right?

Peter 2 rubbed his bloodshot eyes and leaned back in the chair to crack his spine. No wonder he had a bad back after all these years. He must’ve been craning his neck for hours now.

Suddenly, a buzz from his Peter tingle tapped the corner of his eye. He spun around.

“Otto…”

“Peter, what are you doing up?” Otto was in his robe, night clothes on and his actuators drooping from sleepiness. “Have you looked at the time?”

“I...Otto, it’s all good. I’m just working.” The man gestured to his desk. “You can go back to bed.”

“I can’t now. It’s four in the morning.”

Peter 2 sighed, “that late, huh?” He lowered his head. “I just…I need to work more on this thing, that’s all. I’m fine, don’t worry.”

Doc Ock scoffed at that. “You clearly aren’t. You’re working in jeans!”

“Yeah, so what?” Peter 2 turned back to his work, picking a screwdriver up.

Otto stepped closer. “You’re wearing the same uncomfortable clothes you've worn all day into midnight. I've done the same thing. And from experience, it means you should go home."

Peter felt the heat in him rise as his sleepiness lowered his tolerance.

“Why does it matter to you?” The Spider-Man’s voice grew louder.

Out of all people, Otto should’ve known that hard work comes at a cost. Heck, Peter remembered when Doc Ock didn’t sleep the night before his fusion reactor demonstration. He had no right to tell him to rest.

“Because I care, dear boy. Please, you can sleep here if you want…”

“Otto!!” Peter 2 snapped at him.

The doctor had never been yelled at like that by him, his shocked expression meeting Peter’s. The exhausted man's face softened, and took a deep breath. “I-I gotta make progress on this web shooter, doc. If I don’t, then I dunno what to do.”

“You...you have organic webs.” Mumbled Otto.

“It’s for Peter 3," grumbled Peter, "Peter 3’s shooters are all old and they..and they need new tech, okay?!” The man clenched his fists. “Just let me work. I owe it to him.”

“Peter, what are you doing?” Otto asked softly, now next to his apprentice.

Peter Parker bit his lip. He felt his throat tighten and his eyes sting. Peter 2 swallowed. “I..I dunno, Doc. I’m sorry I yelled.”

“I forgive you, dear boy…" His mentor put a hand on his shoulder. "Let’s get out of here. This isn't good for you.” A metal arm slithered around around the man’s waist and gently pulled him out of his chair and into Otto’s real arms. Peter 2 went limp, propping his head up against his chest as he was carried out of the lab.

“I’m sorry…Doc.”

“You’re alright, Peter.”

The numbers 4:30 AM were displayed on the microwave clock in Otto’s kitchen. The doctor's drowsy state was wearing off as the smell of brewing coffee became stronger.

As he was waiting, Octavius kept watch across the kitchen in the living room, where Peter 2 laid on his large sofa. He gave him some of his own pajamas which were oversized but comfier than sleeping in jeans in his opinion. 

Otto hoped he would’ve been tired enough to sleep by now, but no, Peter 2's glazed over expression was fixated on the flickering TV playing a soap opera. The poor thing.

“Would you like something, Peter? I could make hot chocolate. I…I know you liked it back then.”

“I’m good, thanks.”

Otto huffed softly. Something was bothering the man, something that had to do with the web shooter he was working on. Why did he feel compelled to make a new one for Peter 3? Did he have a fight with the other Peters about it? Oh dear, he hoped not.

Once his coffee was brewed and poured into a mug, Doc Ock slumped on the couch beside Peter. The way Peter was curled up in the plaid blanket given to him reminded the scientist of when he was young, spry, filled with life. He missed it a little. The TV clicked off with the remote in Otto’s hand.

“So, if you aren’t going to sleep, how about we talk about what’s going on?” He set the mug and remote on the coffee table and turned his body towards Peter.

An actuator gently nudged Peter’s shoulder. All he did was let out a big sigh. “It’s a lot, Doc. I don't know where to begin.”

"How about with the project you have going on in there?" Doc Ock gestured in the direction of his lab. "Why do you wanna work on it so bad?"

"I feel it's the least I can do...for Peter 3. He's in need of upgrades and...I dunno, I wanna make him happy. I have to get them done for him." Shrugged Peter.

Otto squinted. "You always act like...you have to give everything to everyone."

Peter gave a sad laugh at that, avoiding eye contact. "It's what being Spider-Man is about."

A few moments of silence passed.

Otto fiddled with his fingers. “Is there something going on with you and the other boys?”

Peter 2 clenched his jaw. “I mean…yes, but no. We’re all doing great. Nothing happened like a fight or anything." He chuckled. "I love them, doc. They’re my brothers. And..and I wanna be there for them, but...I don't know if they should be there for me."

Otto’s silent attention indicated him to continue.

“I’ve been afraid to…to ask them for support. They got a lot on their plate already, being Spider-Men, especially Peter 1...that poor kid. I don't wanna add onto their problems, Otto,” Peter 2 slowly sat up, hugging his knees. “What if they think they have no one to lean on if I'm weak in front of them? Because I’m the big brother. I should have things under control. I’m their rock, ya know?” He sniffled as his composure began to crumple.

"Peter..."

“I have to be strong for them. They need me, and...I really need them too. But how do I tell them when I'm supposed to have everything together in my life?!”

“Peter."

“I can’t be a burden, Otto. Not to them.”

“Peter, stop that talk.” Doc’s stern but kind voice broke through Peter 2’s rambling. The man glanced up, his vision blurred by tears. He blinked them away as they flowed down his face. Peter wiped his face. “Sorry…”

“Why’re you all the way over on that side? You can come over here…I’m here for you.” Otto opened his arms. Peter weakly began scooting over, but he ended up being carried by metal tentacles into his mentor’s warm embrace. "Goodness, you're being so hard on yourself."

"I know, I know," hiccupped Peter, his arms tightly clasped around the doctor's midsection, face buried into his shirt as the floodgates opened. He thought he was done crying about things, but with these new brothers, he felt so strongly to protect them. He didn't want them to go through what he went through. He couldn't let that happen. But right now, he felt so weak, so tired. For once he wanted to feel protected. "I just...I love them and...I want them to be safe."

"I do too, but you don't get that when you hurt yourself in the process. You're one of them too." He lifted the man's chin to meet his eyes. "What gives them the right to be loved and not you, hm?"

Peter's face was flushed from tears and tiredness. He shrugged halfheartedly. "Y-you got me there."

"You are allowed to be weak, dear boy." His four additional arms wrapped around the two of them to provide support, making sure Peter was properly held. "Weakness is part of being a human. You are still human, Peter, no matter your age or strange super power."

"Heh...true," he leaned back for a moment to wipe his face, "ugh, I haven't cried like this in...forever. And this...this is what I needed."

"A hug?"

"Not just that...but just a big cuddle like this." He laid his head down on Otto.

"I shouldn't be surprised. All you Peters love it." Snorted the scientist. Peter furrowed his brow at that. Otto cleared his throat.

"Peter 1, the little one, I gave him a hug like this and he just...fell asleep. He wouldn't let go of me. Stayed curled up for hours. And that tall one, Peter 3, heh, he's a hugger, alright. He lifted me off the ground, you know? Scared me half to death. I forgot you boys had super strength."

Peter 2 chuckled and shrugged in admission. He wiped his eyes again. "Okay, we do like being cuddly, so be it."

"You probably need this more than they do. Are you usually the one holding them?"

"Yeah, but I don't mind." Peter smiled. "It's nice having baby bros."

"Well, tonight, or should I say this morning, you're getting held. Got it?" He gently pinched Peter 2's cheek, getting a weak giggle out of him. The man nodded with a yawn. "Okay...okay."

Peter let his muscles relax and melt into the embrace. He closed his eyes, finally feeling the waves of sleepiness get to him.

"You know, I was going to tickle you..."

Peter shot his eyes open. “What?!”

Otto laughed. “You probably hate that, huh? That I know your weakness?"

“Otto, no!” Peter tensed up.

"But, now's not the time, I know. I won’t tickle you, I promise.” The tentacles repositioned themselves a little so Peter 2 could comfortably lay on Otto's chest. The man squinted playfully. "You better be telling the truth, doc.”

"I am, Peter. Now close your eyes. Spider-Man needs his sleep.” He was genuine in his tone, gently resting a hand on the back of Peter’s head to run a few fingers through his brown hair.

And the scientist did tell the truth. Otto and Peter nestled into a peaceful slumber, letting the warmth bring comfort to their souls. Never in a million years did Peter imagine his idol/once enemy would be cuddling him like this, but he wasn’t complaining. It was nice to have a father figure like this around. It reminded him of when Uncle Ben would care for him.

For once, he could rest easy.

Otto Octavius was the first to wake up. Groaning, he rubbed his eyes before noticing the man curled up on him. Oh yeah, Peter had a long night, didn't he? But at this moment, he looked so peaceful despite the bit of drool dried up on his lip. The scientist couldn’t help but chuckle.

But now he was in a predicament. In no way did he want to wake his apprentice from his much needed slumber. On the other hand, the scientist needed to get a little bit of work done today regarding the arc reactor.

So, he gently used his metal arms to begin moving Peter off of him. But Peter didn’t let go. Maybe his sticky hands were activated when he slept or something, but he wouldn’t budge. Otto sighed, and returned to the cuddle. “Clingy, hm?” Maybe he could relax for a few more hours.

1 PM rolled around, and Otto completed yet another season of Grey’s Anatomy. While it was fairly inaccurate, he quite enjoyed the acting. When the credits rolled on his newly finished episode, he glanced down. Peter was still out like a light.

A long rest is good, but if it lasts too long, it won't be healthy, Otto thought to himself. Maybe it was time to get up.

"Peter," mumbled the doctor, gently rubbing his shoulder. But he didn’t stir. Otto tried tapping his cheek: nothing. Maybe calling to him louder would work? Nope, not that either. 

Otto sighed. He was going to have to use bigger guns to wake the man-child. And that's when it hit him.

"You know, I was going to tickle you..."

Doc Ock felt a smile tug at his lips recalling the night before. What a perfect idea! He leaned down, closer to the Spider-Man.

"Peter..." Otto talked in a singsong voice this time, wiggling a finger under Peter 2's chin. The man twitched, his brows furrowing.

"Peter, you gotta wake up." His fingers switched to poking his sides, which got his Spider-Man to smile in his sleep. Peter mumbled out a few giggles as he curled up.

"Oh, come on, Pete. Don’t make me really tickle you.” Otto was being gentle so far, but it looked like this would take more than a few little pokes and prods. A metal claw from his tentacles whirred curiously over the man. It faced Otto as if asking for permission. “Get em, Flo,” the doctor encouraged.

Flo nuzzled right into Peter 2's stomach, eliciting a stream of sleepy giggling. "N-Nohoho..." Peter squirmed halfheartedly away from the sensation, but couldn't do much trapped in the cuddle.

"Wake up, Peter," cooed Otto as a metal claw tased his side. That's what woke Peter 2 up.

"Ahack-! Whahahat the heck?!" The Spider-Man sat up to only get a onslaught of light tickles from two playful actuators. "EHEEhehehey!! Gehet off!!" They nudged and nuzzled his stomach and sides like dogs do, only making him laugh louder. He curled back into a ball on Otto's lap. 

"Good morning, dear boy!" Doc Ock chirped. It was refreshing to see his Peter smiling like this again. "How do you like the wakeup call?"

"Gehehet em off! OhottOOHOHOMYGAHAD!!" The tentacles discovered his ribs and pinched them. Peter 2 doubled over in cackling, his arms pinned to his sides. He buried his face into the doctor's shirt. "GEHEHET tHEM OFF!"

"Hey now, don't get rough!" Otto scolded the arms. They stopped the tickling for a moment to lower their heads in agreement, returning to his sides, "nibbling" them with their claws. Peter 2 squeaked.

"Now this is the perfect way to start your day, wouldn't you agree?" Cheered Otto, in which his apprentice whined through his grin.

“Ihi-I just wasn’t ehehexpecting this!!”

"How is it?"

"Ihihit-" a snort erupted from Peter, "-TIHIHickles!!"

"Good, I'm doing my job, then." The doctor chuckled. At this point Peter 2 realized no matter how much he wriggled, he wasn't escaping this. So he did what had to be done: rested his head on Otto's chest and let himself giggle his heart out. Just the sight of it warmed his mentor's heart.

Otto couldn't help himself. He wanted to be a part of the fun too. "Moe? Flo?"

The pair of metal arms perked up. All they needed was a look from their owner to know to stop.

"Wha-?"

"Are you up yet, Peter?" Doc Ock's free hand snuck under the oversized shirt and gently scribbled on his bare stomach.

A stream of light laughter bubbled out of Peter 2, surprised by the new type of tickly feeling compared to the metal claws. He leaned into Otto. "NAAHahahaoo! DOhoc I'm up!! I'm uhUHUP! You can stahahap!"

"You slept a whole eight hours, so theoretically you should be up and off the couch right now." Sneered Octavius. "But lo and behold, you aren't. Still brilliant but lazy, Parker."

Peter snatched Otto's hand with both of his, giggling nervously. "Ihihif you let me go, I'll get up!!" 

"Hmmm...no." Otto broke out of the man's grasp and gave a squeeze to his lower ribs. Peter threw his head back as he wheezed. "NAHAHOO!! COMEON!" The man shook his head. "NAHAT FAIR!!"

"Peter 1 was right; you all have bad ribs!" The doctor laughed. "Oh, this is too fun!"

"NOHOHO MOHohore!" Peter 2 whined.

The playful scientist hummed. He didn't want to overdo the whole wake-up-tickle method, right? In all honesty, he just wanted to see his Peter's smile, and he sure as hell got that. And it looked just like it did years ago, curled up at the corners of the mouth and his nose scrunched up whenever he laughed. Some things don't change, do they? 

"Alright, I'm done." His hand rested on Peter's stomach, motionless. "You feel awake?"

The older Peter lightly panted, arms wrapped around his midsection as a few more small giggles wheezed out. The butterflies in his stomach seemed to be tickling him still. "Mahahan...yeah, yeah I'm awake. Wooo..."

"I knew I had to tickle you. It feels good to hear you laugh, dear boy." Otto exchanged a gentle look to him, making his Peter blush.

"Uhugh...you're the worst."

"How are you, physical-wise?" The doctor turned the page.

Peter sat up on Otto's lap and groaned as he stretched. "I'm better. I, uh, feel rested." He shrugged.

"Good, that's good to hear," he nodded. "I was worried about you."

"Yeah." Peter looked away. "Thank you again for...for last night. I probably needed to hear it. I can't really care for my brothers if I don't care for myself, heheh." 

"That indeed, Peter." Doc Ock ruffled his hair. He pursed his lips after a thought flew through his head. "How about I help you with those web shooters today?"

The oldest brother blinked. "Really?"

The scientist shook his head yes. "I'm sure we can figure out what troubles you're having if we work together," he stated, "the real question is: do you want my help?"

Peter 2's youthful smile curled up. "Yeah...I'd like that."

Otto thought he was going to cry happy tears at the sight of that face. "Then let's get you something to eat, first," he said as he freed Peter from the cuddle.