Sorry for the long break all. I lost my beta reader, so I have been having to edit myself, which is a bit slower. Thanks for the great reviews everyone, and I hope you enjoy this chapter too!


"Well, your driving was bracing as always. I shall take a cab back to the airport. Or walk," Normal said after Dr. Octavius had come to a stop in front of a somewhat rundown brick house.

Billy couldn't exit the Chevy fast enough. He had only a vague idea of where he was, but he would sooner hitchhike back to L.A. than get back into that car. Dr. Octavius was the worst driver he had ever ridden with. Even Professor Normal had seemed tense at the constant lane changes and honking. It wasn't that Octavius drove particularly fast; it was just that he drove with no regard at all for any of the other cars.

They followed Octavius into the foyer of an apartment that might indeed be described as a lair. Most of the interior walls had been torn down, leaving the supports exposed. Part of the second floor had been torn out in the back half of the apartment, allowing towering metal structures to extend upwards. The walls had banks of servers against them, and most of the flat surfaces were covered in heaps of wire and spare parts. There was one clear area in the back of the room, next to a more orderly wood and metal working shop. There was a curtained off area to the left, where Horrible assumed the kitchen might still be.

Immediately after entering, Octavius threw off his coat, allowing 4 supple metal arms free from their confinement. Horrible guessed that would be why he was called Dr. Octopus.

"Welcome to one of my humble abodes," Otto said, gesturing as he flipped a bank of switches causing a variety of machines came to life. One of the metal arms reached over and picked up a coffee mug, while another whipped across to stop Professor Normal from peeking behind the curtain.

"Now then," Octavius said, a third tentacle whirling to drag a white board densely covered in drawings to the center of the room, "Here is the device we will actually be working on. I've made similar things before, but it is perhaps possible that it could be slightly improved with some of your more… unorthodox touches."

Horrible stepped up and studied the board for more then half an hour while Dr. Octavius and Professor Normal bickered in the background. Eventually he picked up a marker and started annotating the design as well as expanding on it in places. Eventually he became aware that both of the other evil geniuses had stopped arguing and were watching him.

"Well, I gather that the purpose of Operation Usurp is to gain information from and control of any device with an internet connection and route it through your… tentacly things. It also looks like you're also attempting to build some kind of force suppressor up on the top here, but it has almost no defenses against, for instance, someone throwing it off a roof. I mean other than the sheer mass of it, which you're going to need to scale down, because you're going to need to mount it somewhere really tall for good coverage, like say, oh, a roof. It's also going to have absolutely insane power requirements, like more power than a… herd of umm, aircraft carriers," Horrible trailed off at the twin stares that were directed his way. He nervously swallowed and unconsciously slouched down further into his hoodie.

"See Otto, I told you the boy was smart," Normal gloated.

"Hmpt. Fine, yes. Those are the problems I'm trying to work on right now. What I want to… subcontract to you is the 'force suppressor.' I need something that will keep Spider-Man from interfering while the device is in operation, if you can engineer something that will specifically kill him that would also be acceptable. The power supply will not be an issue, I have a miniaturized atomic reactor; it will be able to power the device for weeks at least," Octavius paused as the doorbell rang. He raised an eyebrow at the professor.

"Oh, that must be my henchmen. I'll have them bring in Dr. Horrible's luggage. Where do you want them to set up?" Normal asked.

"What? He can't stay here. I've told you that twice already," Octavius said, his tentacles whipping past the professor to block off the door.

"Why not? You said yourself, this is only one of your many… lairs," he said with a distasteful emphasis on the word.

"I can get a hotel room…" Horrible tried to interject as the doorbell rang again.

"Can I at least have them come inside so they don't attract attention?" the professor demanded.

Otto glowered but withdrew his metal arms. He stalked over to the far side of the lab grumbling under his breath as two buxom young co-eds strode into the building, dragging several duffle bags behind them. The bags were dumped unceremoniously at Horrible's feet and they flounced back towards the door and Professor Normal, who was slowly backing towards the door.

"Well, since you seem to have everything well in hand, I'm going to see if I can move up my departure. I am sure Operation Usurp will go well, and I wish you both the best of luck," Professor Normal said as he and his TAs dodged out through the still open door.

"Now wait just a minute you treacherous wretch," Dr. Octopus threatened as he propelled himself towards the professor with his augmentations, just as the door slammed closed. Octavius pulled himself short before he drove himself through the front wall. Outside they heard the sound of a car peeling out and then quiet descended on the lab, except for the soft hum of server fans and the soothing 60hz buzz of electricity. Dr. Octopus stood with his back to Dr. Horrible, his tentacles irritably lashing out, almost but not quite ever hitting anything. Billy swallowed nervously and bent down to grab his bags.

"Umm… I'll just go and uh… see about that hotel thing," he mumbled.

"No, no. You can stay here tonight, and we'll finish going over the suppressor and if it's not beyond you, the miniaturization. Larry said something about you posing as a postdoc?" He turned to see Horrible's confirming nod, "Then tomorrow you can go to NYU or Columbia or whichever university that professorial fraud duped into taking you. The school year is about to start, so many students will be looking to share or sublet apartments, just look for the flyers," Octavius visibly collected himself and continued in a more sarcastic tone of voice, "Now, set up your magical 'freeze ray;' we'll order pizza and test it on the delivery peon. If it works, I would be willing to assist with modifications so that you don't have that shorting problem after extended firing."

At the words 'shorting problem,' Billy's eyes spasmed shut and he was briefly overwhelmed with the memories of the aftermath of his attempt to kill Captain Hammer. Intellectually, he knew he suffered from post-traumatic stress disorder, but that hadn't helped him deal with the flashbacks. He shuddered as Penny's bleeding body swam before his eyes, and couldn't stop it. He clenched his fists hard enough to drive his nails into his palms and attempted to calm down by counting prime numbers.

Billy stood twitching in the middle of Dr. Octopus's lab, until the latter eventually asked, "Are you all right? You seem to be having some sort of facial-seizure…"

"I'll, umm, be fine…157... I just need to uhh, visit the little evil scientist room 163," Billy stuttered.

"Oooookay…" Octavius said dubiously, "It's back behind the curtain. Don't touch anything back there."

Billy grabbed one of the bags with his clothes and quickly shuffled off in the direction Octavius had indicated. He pushed the curtain back and was so surprised to see what lay behind it that he lost his count. It looked like a delightful Victorian parlor transplanted into the middle of this high-tech showroom. He carefully edged through the sitting room, attempting not to knock over any of the hundreds of curios, figurines, tiny porcelain dogs, and brick-a-brack that covered every available surface. Once he had to pause to steady a swaying vase filled with ancient dried flowers, while Dr. Octopus glowered at him.

Finally he made it across the antiques minefield to the open door that led to the bathroom. He ducked inside and quickly drew out his Dr. Horrible costume. With steady hands and practiced motions Billy drew it on, finally securing the goggles over his eyes. Horrible repacked his bag and strode out having no trouble weaving his way back to Dr. Octopus, who was now openly staring at him.

"As a mad scientist, I find that costume offensive," Octavius drawled.

"It helps me get in a more sciencey mood."

Octavius rolled his eyes, but strangely made no more sarcastic comments. Dr. Horrible swiftly unpacked his weapons bag and set up the freeze ray with steady hands. He had repaired the damage that had occurred the last time he'd used it, and had tested to make sure it still functioned, but otherwise he hadn't touched it. He let it warm up while he spread out the rest of his arsenal on one of the piles of clutter. He had brought three stun rays, an inertia beam, a portable cutting laser, a super-taser, an ultra-taser, the matter transporter, and his in-progress death ray. Octavius picked up the wrist-mounted stun ray, and examined it.

"What does this ridiculous series of tubes do?"

"It's a mid-sized stun ray. I use it for intimidation. And stunning people. It has a 10-20 minute duration, and basically just knocks the target out. I like to use it for most bank robberies, it gets the job done without any… unfortunate waste," Horrible explained.

"Non-lethal? Hmm… Not exactly your style from what I heard. Still, it has potential. How many pulses can you get on one charge?"

"Look," Horrible snapped, rounding on Dr. Octopus, "Killing isn't clever. It isn't elegant. It's usually not even helpful. Sometimes it is necessary. Until that point though, I'm not going to go around pointing death rays at any more innocent people!" he finished, almost yelling.

Dr. Octavius raised his eyebrow at the other scientist. Horrible looked down and realized he was tightly gripping the laser and pointing it at Octopus. He took a deep breath; he hadn't even realized he had picked it up. Slowly he put it down and backed away from the table, noticing at that point that Dr. Octopus had all of his tentacles poised to strike. Combat had never really been one of his strong points, but this was an all-new low for his situational awareness.

"Sorry, I... Uh, it can fire around 30 times on one charge. It's fairly reliable, for an experimental high-energy particle weapon. I haven't had any misfires yet, except for that one time. And the time Captain Hammer bent it and flung it at my head. I don't think that should count against it though…" Horrible trailed off.

"You're a strange little man, but you seem to make serviceable weapons. Or at least stun rays, though I'll want to see a full stress-test analysis. What do you like on pizza?" Dr. Octavius asked completely changing subjects.

"Pepperoni. Or mushrooms. No peppers though," Horrible answered absently as he looked around for the bag with his tools in it.

So passed a productive, if tense, evening for Dr. Horrible. The freeze ray successfully paused the delivery guy for 10 minutes before it shorted out again, and Octavius admitted to being grudgingly impressed. The time-stopped pizza was delicious, much better than anything he had eaten in L.A. After Horrible stunned the pizza guy and Dr. Octopus dragged him back to the car they settled in for an intense discussion of how to debug the freeze ray.

Horrible ended the evening with "homework" for altering the freeze ray, as well as to come up with the general specs for the suppression device. They had only lightly touched on the miniaturization, but Horrible had said he would look into that once he had some ideas for what could be used against Spider-man, but wouldn't inconvenience them too much.

Dr. Octavius disappeared behind the only other door in the lair at 11pm leaving Dr. Horrible with the instructions to not leave the living room area if he wanted to keep living. He might have been kidding, but Horrible wasn't going to chance it. He began his hopeless quest to attempt to determine which of the couches were the least uncomfortable while he fished for his cell phone. He eventually settled on a floral number, which was only somewhat like sitting on a pointy slab of concrete, and called Moist.

Or at least he tried to. After multiple messages of "I'm sorry, that party can not be reached from this number," Horrible gave up. It wasn't like Moist to block his calls, and his coverage here was great. After mulling it over he decided the League was somehow involved, and he wasn't going to get anywhere trying further tonight. Shifting position to try to restore feeling to his butt, he dragged out the William Bridal folder again. As he opened it a small packet fell to the floor. Curious, he opened it to find a new driver's license and passport for William Bridle as well as a credit card and checkbook.

The photos weren't from his current driver's license, and even more upsettingly, nor were they from anytime since he joined the League. He remembered accidently destroying that shirt in his phase one trials of the matter transporter, which had to have been three years ago. The E.L.E. had been watching him for that long? Horrible frowned as he considered the extent of their involvement in his personal life.

Well, once he was out of Dr. Octopus' hair he would try to get Moist to look into that too. In the meantime, he might as well try to read these papers he had supposedly authored and hope that by the time he was tired enough to sleep he have found somewhere even vaguely comfortable to do so.