Disclaimer: Don't own 'em. Marvel does.

Author's Note: This fic was meant to only be five chapters at most… But then I find ways to integrate parts from other story ideas and the story keeps growing and growing… This fic could be a monster by the time I'm through. At least I can get to the exciting stuff now that this chapter's written. Woo hoo! Sorry that this story has dragged a bit; now things should get moving. I also apologize that this chapter goes back over the events of the previous chapter. Ah, well…

Moonlight Becomes You

Five – Under the Moonlight

October 30

The actuators woke him up at nine in the morning, as he'd asked them to, but it took him half an hour before he could actually convince himself to leave it. It had seemed like an eternity since he'd slept so comfortably, cacooned in thick, soft comforters atop a mattress that was firm, but not too firm. Soft laughter tickled the back of his mind as the actuators picked up on his delight.

He reluctantly rolled out of bed when he remembered that the man who held his leash was coming to see him around noon, and Otto wanted time to modify his clothing before then. He stretched, reveling in the fact that for once, he hadn't woken up stiff and sore. True, the actuators limited the positions he could sleep in, but this was the best rest he'd had since the accident.

After a stop in the bathroom to check and clean his wounded hand, he set to work, emptying the entire contents of his closet and dresser onto his bed. Shirts weren't his only problem, he'd found; he'd lost so much weight living on the streets that his pants were too loose on him. He had belts, but they weren't quite tight enough. He had to wedge the edge of his pants under the metal belly band to keep them up. And then it was on to his next fashion problem. He'd found a pair of scissors in one of the kitchen drawers, and was ready to attempt some crude tailoring. He eliminated the sweaters; their loose weave would begin to unravel once he made the cuts, and the fabric would get caught in the sharp edges of the spinal brace. It didn't leave him with a lot of options.

The actuators watched him with interest, and even offered their assistance. When he refused, they went back to weaving lazy arcs through the air around him. Otto suddenly wondered if they actually got bored. He'd never really thought about it while living on the streets, being too preoccupied with survival , but the learning program he'd installed in them picked things up at an astonishing rate, and their personalities were developing as a result. He was starting to notice differences in the actions of the individual actuators, more pronounced than before. And they were expressing emotions, like anger; it wouldn't surprise him to find out that they could get bored.

He finished with one shirt, a white button down, and pulled it on. He hadn't cut quite enough – the cloth was catching in the spaces between the first two segments of the upper actuators – but at least it was clothing that fit, at least until the cut ends started to fray.

Preoccupied with this, Otto missed the hesitant voice calling his name, until the actuators said, Someone is here. He wondered who; it was too early for O'Connell to be here, wasn't it? Otto put aside the shirt he'd just finished snipping, then hurried out into the main room.

It wasn't a businessman or an armed guard who had entered, but a young girl who had come alone. "Who are you?" Otto suddenly realized he still carried the scissors; he set them on the kitchen table and walked over to the young woman, keeping the couch between them to conceal the actuators. Conversations tended to go better when the other person wasn't afraid for their life.

It didn't quite work; the girl seemed intimidated anyway. "I'm here about your wife," she said smoothly, her voice betraying none of the nervousness he could tell she felt. "About her reaction last night."

"What about her?" Otto studied the black-clad girl, wondering who she was. She was young, early twenties, maybe, with sleek black hair colored with bright red streaks. She introduced herself as nurse, but to Otto, she looked like she shouldn't even have been out of college yet. And there was something… odd about her, something that made his hackles rise, even though she looked harmless. "I know I don't look like it," she said hurriedly, "but, let's face it, this isn't a legal situation we're involved in, here, and there aren't many nurses willing to work in conditions like this. Your wife Rosie spent the whole night screaming. She may have lost her memory, but something about you struck a chord with her, triggering a memory or something. Can you think of anything that might have frightened her? A repeat of this incident won't be good for her."

Otto raised an eyebrow, then glanced backwards at the coiled actuators. "I think I might have a good idea."

The girl hesitated, and Otto got the feeling she was about to get to the heart of the matter. "Have you ever hurt her or threatened her in any way, Dr. Octavius?" It took only a second for the words to sink in.

Hurt her? I would never… ever… hurt my Rosie! Everything went red as rage overwhelmed rational thought. And then he unleashed the actuators.

XXX

After she left, Otto shut his eyes and wondered what had just happened. He'd lost control. Again. He'd let the actuators run away with him, let them threaten an innocent girl. He thought he'd had better control over them by now! The actuators hissed, and he amended the thought. He'd thought their partnership was better-developed than that.

She works for that man. She can't be trusted.

True. There was something about Lynnea, a vague feeling of… of… well, he didn't know what, but something about her had made his hackles rise – and it wasn't just because she was employed by O'Connell. She'd seemed friendly enough, once she'd accepted the fact that he had giant mechanical tentacles welded to his spine. But something about her made him uneasy. That didn't justify almost killing her, even if her question had made him furious. All she had asked was something that had been haunting him since the accident. I did hurt Rosie. It's my fault she's in this condition.

Otto took a deep breath. Brooding over it wouldn't help matters; no, he had to be O'Connell's obedient lap dog and earn to the right to see his wife, and slowly try to bring her around. And then… escape.

Speaking of O'Connell, it was less than an hour until noon, according to the actuators' internal chronometer. He had just enough time to have a quick lunch before his 'employer' arrived. Otto went back to put away his altered clothing.

He was still eating his large lunch when he heard the door open. The actuator heads swiveled towards O'Connell, who was again flanked by a handful of heavily-armed guards. Otto didn't bother to look up, preferring instead to finish his meal. O'Connell cleared his throat irritably, and Otto finally met the other man's gaze. "Good afternoon," Otto said pleasantly.

One of the guards had a large plastic garment bag slung over his shoulder; he tossed it over the back of the couch with a disgusted expression, then backed away. "Your coat," O'Connell said blandly. "The tailor wasn't certain he could salvage it, but he's a miracle worker. You should take me up on my offer to let him make a few things for you. He likes a challenge." Clearly, he wasn't impressed by Otto's crude attempts to alter his clothing.

"I'll think about it," Otto said mildly. He wouldn't let O'Connell's condescending attitude get to him.

"Are you almost finished with that?" O'Connell said impatiently. "It's time for you to go to work."

Otto languidly took another bite of his macaroni, refusing to let O'Connell rush him. But his ears perked up at the director's words; he'd been under the impression that there was no big hurry. Why did O'Connell suddenly need him now? He finished his lunch and put the bowl in the sink, noting with amusement that the whole time, the guards kept their guns trained on him as if that were some threatening act. "All right. I'm ready."

From the dark look on O'Connell's face, Otto realized it wouldn't be wise to make him wait like this again.

XXX

"Hey, Tiger, guess who?" the voice purred into Peter Parker's ear. Warm hands slipped over his eyes, a feather-soft touch that sent shivers down his spine.

"Mr. Ditkovitch?" he guessed.

One hand pulled away to smack him lightly on the shoulder. "Is that who you've been spending all your time with?" Mary Jane Watson teased. "Maybe I should go; I can't compete with that."

Peter marked the page he was reading, then looked up. "I have to pay the rent somehow," he said. "Hey, MJ. What are you doing here?"

"I took a chance that you'd be here. I wanted to see you; you're always so busy during the week when you have to juggle classes and being a hero and I have my play…" She took a seat on his bed, then flung herself backwards on it to stare up at the ceiling. "It's a beautiful Saturday afternoon. I was hoping that, if you weren't too busy, we could go out to lunch or something. My treat," she added quickly.

Peter winced; it didn't feel right to have his girlfriend treat him to meals, but the sad truth was that she made more money than he did. "I'm just doing my homework," he said. "It'll get interrupted anyway, so it might as well be by something fun." He set the book on top of the large stack on his desk and stood up, stretching.

MJ sat up, her hair mussed up. Peter grinned, brushing one errant red strand out of her face. "Just let me change into something more appropriate," he said, and MJ nodded. He went into the apartment building's very public bathroom, changing quickly – the lock didn't always work and the landlord never knocked.

When he came back, she was seated at his desk, thumbing through the papers scattered haphazardly across the cracked wooden top. She picked up a copy of the Daily Bugle he'd left on the desk, her brow wrinkling as she read the usual diatribe against Spider-Man smeared across the front page. "Do you actually read this?" she asked.

"Not really; I usually get the pleasure of having it ranted at me by Jameson himself. I kept that one for one of the articles inside." Peter took the paper from her and flipped it to the third page, to the article about Quest Aerospace's contract with the US Army. "I was just trying to find out who that woman was."

MJ glanced up at him, curious. "Why? Is she important?"

"It's just…" How could he explain this without sounding strange? "She looks like someone I met once, someone I couldn't save, who I watched die. It's probably just guilt; sometimes I think I see Uncle Ben, too."

Mary Jane put her hand on his shoulder, squeezing it comfortingly. "I'm sure you did your best to save her," she said softly. You can't save them all, she didn't add, but Peter guessed that was what she was thinking. He'd thought it so often, himself… That didn't make it any better. She quickly changed the subject, to one no less delicate. "I got an invitation to Harry's Halloween party tomorrow. Are… are you going?"

Peter didn't know where he stood with Harry. His friend hadn't spoken to him since he'd found out he was Spider-Man, but he hadn't attempted to kill him again, either. "I wasn't invited, but Jameson wants me to go snap some photos for the society page, since it's also a charity event." He wished he could weasel his way out of it, but after being nailed by a polo ball, the society photographer had taken an extended vacation and hadn't returned yet. And Jameson knew Peter was so desperate to cash he'd do almost anything. "I might stop by for half an hour or so and take a few pictures, but Halloween is one of my busiest nights. You wouldn't believe the crazies that come out on All Hallow's Eve." His voice took on a low, spooky tone.

"Oh?" Mary Jane arched one elegant eyebrow.

Peter nodded. "Like that drunken werewolf I caught marking territory – both buildings and people, and the trio of ghosts that were vandalizing the graveyard, and then there was incident with the vampire, the mummy, the Frankenstein's monster, and the bar that was like some sort of bad joke… People seem to think that just because it's Halloween, they can throw on masks and act like lunatics without any consequences."

"And now that there are Spider-Man costumes available, I'm sure you'll have even more fun this year."

"There are what?!" Peter yelped. "Who's selling those? Oh, Lord, Jameson's going to have a field day with this… How much you want to bet that someone is going to rob a store or something dressed as me?" He groaned.

MJ laughed. "Could be worse. The fact that a red-haired woman was kidnapped by both the Green Goblin and Doc Ock hasn't been lost on the costume makers. At least you don't have a 'red-headed bimbo/damsel in distress' costume modeled after you."

"You're kidding!" Peter said, aghast.

"Nope." Unlike Peter, she seemed to be amused by the whole thing. "Y'know, if you aren't too busy tomorrow, we could go out as Spider-Man and red-headed damsel. With you as the damsel, of course; I'd like to see what it's like to wear the webs."

Finally, Peter grinned at the image of MJ in his costume and himself in a red wig and dress. "There's that smile," MJ said, setting aside the paper she still held and rising. Peter followed the motion, glimpsing the photo he'd taken and finding himself again wondering who the mysterious woman was. But he put the thought aside; it wasn't important right now. Mary Jane was right; he needed to get out and have fun and smile while he could. Because he knew that the shit would hit the fan again soon. It always did.

XXX

Otto spent the next several hours in what was questionably called a 'lab.' Located on the thirty-sixth floor, it was a concrete-and-steel reinforced area that must have served as one of the equipment testing rooms. It had been cleared of all equipment, save a computer set up on a metal table with a stool shoved under it. The primitive conditions made Otto long for his homey laboratory, but that was long lost to him.

There was nothing primitive about the computer, however. O'Connell had booted it, showing Otto all the systems it had installed. "Can you work with this?" O'Connell had asked.

Otto had smiled faintly; he'd developed artificial intelligence, computers were nothing in comparison. "You realize you're asking me to start from scratch, right? I don't suppose you got any of my files when you... retrieved my clothing for me?"

Something peculiar had flashed across O'Connell's face then, quickly vanishing. Otto had tried not to react, but he filed it away for future thought. Could it have something to do with O'Connell's sudden need to have him work now? "OsCorp confiscated everything left in your laboratory," the director had said stiffly.

Hmm… "What do you want me to start with? The AI? The neural link?"

"Both. Quest Aerospace had a contract with the US military, and I want to show them something by tonight." O'Connell's voice had had a dangerous edge to it, and now Otto knew there was a problem. "Just the basics. Enough to show General Heilman that Quest has what he wants. You don't want to disappoint him." On that ominous note, O'Connell had left Otto to his work.

Talk about working under pressure. So Otto worked at the computer, staring at the screen until his eyes watered behind his sunglasses. Three of the actuators had powered down to conserve energy, the fourth was watching the locked door. Otto had typed out his theories, how the neural interface worked, how the inhibitor chip had worked – and how a strong power surge could burn it out – and had begun recording his AI program before he had to stop to rub his eyes. Staring at a computer screen for a long time had been painful before; now that his eyes were damaged, even the sunglasses couldn't make it less of a strain. And typing was slow going with his right hand bandaged – though he could bend his fingers, they felt stiff and clumsy. But at least they didn't bleed through the gauze.

Otto took of his sunglasses and rubbed his eyes. Hopefully, he had enough to satisfy O'Connell; he'd had to remember things he hadn't thought about since he'd built the actuators. They had been developed to help him with his pet project; he hadn't obsessed over every calculation as he had for his fusion device. Ironic, really, since the fusion device hadn't worked, while the actuators went well beyond his expectations. Otto reached for the scratch pad of paper he'd been using for calculations, checking them over for what must have been the hundredth time. The last time he'd been confident of his numbers, his life had been shot to hell.

The numbers looked okay, even when he had the active actuator double-check his math – as it had done the last times he'd checked his math over. With nothing else to busy himself with, he forced himself to go back to the computer. He hadn't realized the numbers and letters had started to blur together until the actuator, which was now peering over his shoulder, corrected a major mistake that would have left the AI acting like a lobotomy patient.

They come! The active actuator swiveled to face the door, the other three quickly coming to life and following suit. The door opened and several guards entered, with O'Connell safely in their middle. "Is this what you want?" Otto asked dully. He wondered what time it was; he was starving, he was tired, and his eyes hurt. It is 9:16, the actuators said. Otto blinked; how could it be that late? And why was O'Connell still here? Did he live here or something?

O'Connell grinned. "This is exactly what I wanted," he said, pleased. He pulled a blank CD from the stack on the table and saved all the data. After ejecting the CD, he turned to Otto. "Would you like to see your wife tonight?" he asked.

Suddenly, all weariness vanished. He could see his wife again! But what would she do? What if she screamed again? Otto didn't think he could stand it. "I don't… is that wise? What if I frighten her again?"

"You won't." O'Connell seemed very certain of this. Had something happened to Rosie since the previous night? Had she remembered something? He was suddenly hopeful. If he could just see her again, just touch her, hold her… It would make working for O'Connell bearable.

"Yes," Otto breathed, sounding more eager than he had meant to. O'Connell's eyes gleamed at this show of just how effective his hold over Otto was.

O'Connell gave Otto a half an hour to eat and freshen up in his room. The butterflies in his stomach made eating impossible; he hadn't been this nervous to see Rosie since… since he'd proposed to her, he realized with shock. And he couldn't remember the last time he was spent so much time deciding what to wear. He wanted to dress nicely, but it occurred to him that, despite O'Connell's assurances, seeing the actuators might alarm Rosie. The only thing he had that could hide them was his coat, but what if she saw him in the coat and it reminded her of the previous night and frightened her?

In the end, he decided to wear the coat. He pulled it out of the plastic, and was quite impressed with the job the cleaner and tailor had done. The back of the coat had been carefully re-stitched and hemmed around the four holes, so that it no longer looked quite so fragile. Every small tear, snag, loose thread, and frayed edge had been taken care of. No one would ever mistake the coat for being new, but at least it didn't look like it would fall apart in a strong breeze. And it smelled nice, though he wouldn't have chosen lavender as the scent to cover the odor life on the streets had imbedded in the fabric.

O'Connell came for him just as Otto was pulling on his coat. The director didn't say anything; just gestured impatiently for Otto to follow. Otto suddenly found himself wondering why O'Connell was the one who came for him, when he surely had better things to do. Otto decided he'd think about it later. Now, his body was shaking and his heart was in his throat as he followed the other man and the ever-present escort of guards the short distance down the hall to the room by the elevator.

Unlike his own room, this door wasn't locked. O'Connell murmured something to one of the guards, then turned to Otto. "I'll come back for you in an hour. Remember, don't expect too much from her. And don't try anything. My guards won't hesitate to kill the woman if you try to escape."

"And here I was starting to think you were a nice guy," Otto muttered. O'Connell gave him a vicious grin before turning to the elevator, leaving Otto alone with the guards. Having the actuators under his coat seemed to make the guards less tense, but he had no doubt that they would shoot if he provoked them.

He entered the small suite, which was similar to his in layout but seemed less lived-in. And, unlike his suite, this one had windows and a sliding door. Otto was surprised; he hadn't known the building had roof access. Another thing to keep in mind.

The guards led him through the room to the door, and outside into the moonlight. It was one of those rare October nights that was warm enough to go out without a jacket, and a full moon hung heavy in the sky. It was a beautiful night, and if the weather held, tomorrow would be one of those few nights where children could trick-or-treat without layers of clothing ruining the effect of their costumes.

The first thing he saw was Lynnea, seated at a small patio table with an older woman, probably another nurse. Lynnea looked exhausted; in the moonlight she looked paler than normal, and there were dark circles under her eyes. In her lap sat the biggest black cat Otto had ever seen, purring contentedly as it burrowed into her. Lynnea looked up and gave him a weak smile; the other woman flashed him a fearful expression and looked ready to bolt.

And then he saw her. She was at the railing of the small outdoor deck, staring out over the city. The guards took up positions a short distance away from her, making it clear that they could get off a shot before he could so much as think of escape. Otto hesitantly took a step towards her, then stopped. What if she ran again? What if, in her panic, she hurt herself, or went over the edge of the railing? His heart was in his throat as he forced himself forward, until he was standing at the railing beside her. She sensed his presence and looked up, and Otto tensed, waiting for her reaction. But she didn't scream, didn't run… she didn't do anything except stare at him with curiously blank eyes that reflected the moonlight like mirrors. There was no spark of recognition; it was as if last night hadn't happened at all. Otto swallowed; he didn't know if he should be relieved or disappointed. Was her memory so fragile that she couldn't even recall their meeting the previous night?

"Rosie," he whispered. A slow blink was her only response. Otto took in her beautiful face, pale and silver under the light of the full moon. His heart ached to see her after living so long without her… "Moonlight becomes you," he murmured, reaching out a trembling hand to brush a strand of hair from her luminous eyes.

She didn't react to his touch, and again Otto didn't know if he should be encouraged or disappointed. Otto's hand went to his side, and he turned to admire the view. If she wasn't going to welcome his touch, then he wasn't going to touch her. He didn't want to risk alarming her again. He looked out over the city as he considered how to deal with his wife's unresponsiveness.

And it gave him the chance to memorize the building's layout. It seemed that the upper two floors were tiered, with each of the two floors set about ten feet back from the perimeter of the floor below. The lower tier was tiled, with decorative spires at each corner. The upper tier, of which this deck was part of, was fenced in, and it looked as if each of the suites had a small deck, including his own. It was something to remember when he made his escape. But first he had his wife's welfare to worry about first. "Rosie, don't you remember me at all? It's me, Otto!" He tried to keep the desperation out of his voice. O'Connell had told him not to expect too much, but still… At least she's not bolting, he reminded himself. But this… this emptiness was worrying, too. Had O'Connell had her drugged to keep her passive?

Otto turned his back on the view and leaned heavily against the rail, shoulders slumped. Rosie had turned her gaze back out onto the city, totally ignoring him as she ignored the guards. He might as well have not been there at all. "Rosie," he sighed, but now she didn't react at all.

Take this slowly, he told himself. Let her get used to my presence. Maybe just seeing me will help her remember. But he didn't want to be patient. He wanted to take his wife in his arms and never let her go.

At the other end of the deck, Lynnea looked up at him, then quickly averted her eyes. Was the expression on her face sympathy? Or had that actually been guilt he'd seen?

And what did she feel guilty about?

To Be Continued…

Sorry for throwing in the Peter/MJ bit; it's a bit pointless right now, but I need to start working Peter in here… Oh, and a random note: I saw close-up photos of Ock's coat, and it was a mess just after the short time he was wearing it in the movie! It looked as if only a miracle kept the coat together. Kudos to the costume department for keeping it from falling to part.