Disclaimer: Nope. Don't own them. Haven't I said that enough?

Author's Note: Otto's Really Bad Night continues… I encourage all of you to check my bio every once in awhile; I'm going to start updating it frequently with more interesting things. For example, someone has done a fan art for "How Do I Love Thee…" and I included a link to it. I'm also going to include the link to my deviantART account, because I might put stuff there that I won't put up here at I especially urge you all to read my journal entries; I may ask for your opinions on certain things. I should also add that this is yet another chapter that was supposed to be longer but I cut in half. What's with these long chapters?! As a result, I might be able to get chapter eight up midweek (maybe; I have two exams next week). Just don't get too used to two updates a week, okay?

Moonlight Becomes You

Seven – Inner Demons

October 31 - Halloween

Spider-Man perched on the side of the building closest to the fence surrounding OsCorp, watching smoke curl into the air. He was too late… Whatever the thief had had planned, it had already gone down, from the looks of things. There was nothing left for Spider-Man but damage control. He launched himself off the building, propelled himself over the fence and hit the ground rolling. He quickly covered the ground between the fence and the nearest of the small buildings, clambered up the side, then began to leap from rooftop to rooftop on the way to the burning building. The gaps between buildings were wide, taxing even his abilities, and he wished he could use his webs.

There was a crowd surrounding the smoking building. As he watched, a group of men came out the door, coughing. Spider-Man poised on the corner of the closest building, nose wrinkling under his mask at the odor. It was a chemical fire, and the fumes were making him nauseous. For anyone trapped inside, it must be overwhelming. The fire hadn't yet spread to the walls, but he could see it flickering in the windows. He could also see what looked like massive chemical vats lining the far wall… "Don't let there be anyone inside," he muttered, then launched himself to the rooftop. He immediately scrambled to the side where the smoke was thinnest, close to a massive skylight. Spider-Man peered inside and groaned; there was a dark shape lying close to the burning canisters, and he couldn't just assume the man was dead.

The skylight shattered under his punch, and he slid down on a webline. The odor made him gag, and he desperately hoped that these chemicals weren't corrosive in a gaseous state… He hit the floor and sprinted over to the man, who was indeed unconscious rather than dead, and Spider-Man hoisted him over his shoulder.

A flash of movement alerted him to the presence of someone else, and Spider-Man turned. When he didn't immediately see anything, he called out, "Hello? Is someone there? I'm here to help!" He took a step forward, his foot making a splash. Spider-Man looked down, suddenly realizing there was a huge puddle of clear fluid spreading across the floor. And it would be just his luck if this chemical was volatile. He had to get out of here, fast. But not without whoever else was trapped in here. "Hello?" he called again. Perhaps he'd only seen a shadow cast by the flickering flames. But he couldn't take that chance.

He sprinted across the room, towards what looked like the twisted remains of a heavy metal catwalk. It was half in shadow; he couldn't make out more than a vague shape… And then his spider-sense kicked in, and he leapt sideways just in time to avoid something akin to a striking serpent. A barked command made it withdraw, and now Spider-Man could see his attacker.

He was but a darker shade of shadow, a misshapen silhouette limned with a lurid orange glow, looking like some sort of gargoyle, or a demon escaped from hell. But the writhing shapes that gleamed like metal in the fire's illumination were all too familiar. "Dr. Octavius?" Spider-Man said uncertainly.

"Parker!" the scientist croaked, his voice strained. "Get out of here!"

Spider-Man would have loved to oblige, but there was something wrong with the doctor's silhouette, something he couldn't put his finger on. Then he realized he could only see three of the actuators. And only one had attacked because the other two were straining at the edge of the catwalk, struggling to lift it off the pinned fourth. Spider-Man set the unconscious guard aside and ducked under the actuators to offer his strength. The made metallic warbling noises, as if they were shrieking at him, but they didn't attack. "What are you doing?" Dr. Octavius demanded. His voice was muffled; he was cupping his left hand over his nose and mouth to filter the chemical smell.

"Helping," Spider-Man said. But quickly realized it was hopeless; one edge of the catwalk had dug into the cement wall, and the other was tightly wedged against one of the vats. "Doctor, I don't think we can shift it!"

"Get out of here," Dr. Octavius rasped. "That guard the only other person in here, take him and get out!"

Spider-Man ignored him. He examined the catwalk railing, then snapped off a pole roughly six feet in length. "We can lever the segments apart," he began, shoving one broken edge into the trapped actuator.

"No!" Dr. Octavius cried, his voice edged with panic. "You can't… It's part of me…"

"Even a wolf will gnaw off its own foot when caught in a trap!" Spider-Man said, exasperated. "At least you can rebuild it!"

One of the actuators knocked him away, and Spider-Man braced himself for another attack. Instead, they took the pole in their pincers and yanked. There was a scream of metal, mixed with a very human cry, and then the joining between two segments snapped. Metal rasped against metal as the serrated blade ejected from the throat of the lower left actuator, and it cut through the wires that ran through the ruined actuator's interior, completely severing the limb.

The moment the doctor was free, Spider-Man scooped up the unconscious guard and shot a webline up to the broken skylight. An arrhythmic thudding met his ears as Dr. Octavius followed him out. He launched himself to the next building over, hearing shouts as he was finally spotted. Great, he could see the headlines now: "Spider-Man and Doc Ock Sabotage OsCorp." At least the building hadn't exploded yet; apparently, they hadn't cut their escape as close as he'd thought. Spider-Man leaped to the next building, though, wanting some distance between him and it when it finally did blow up.

To his surprise, Dr. Octavius followed, though his leap was clumsier, and he barely made it over the gap. He paused to take a gulp of fresh air, then jumped to the next building. Spider-Man paused to lower the guard to his companions on a webline, then followed the fleeing scientist.

It was easier than he thought he'd be; four buildings away, the doctor suddenly collapsed to his knees, cradling the damaged actuator in his arms. Spider-Man landed lightly beside him, wary for any sign of attack. But there didn't seem to be any fight in the doctor, or his mechanical appendages.

"It'll be all right, Doc," Spider-Man said, his voice falsely cheerful. "You have seven other limbs left. That's still more than I have. We'll just have to call you Doctor Septapus."

Dr. Octavius spoke with a growl made hoarse by exposure to the smoke and chemicals. "You have two arms, Parker – why don't you cut one off; you'd still have one left." He took a few long breaths that rasped in his throat, and Spider-Man was about to ask if everything was all right, when the scientist suddenly pulled a cigar from his pocket and placed it in his mouth.

"You just escaped a fire, and now you want to smoke?" Spider-Man asked incredulously.

"Parker, you're this close to pissing me off enough to let the actuators kill you," Dr. Octavius snarled. One of the actuators snapped at him to emphasize the point. "I just… need to calm my nerves." The three functioning actuators went back to cutting arcs through the air, though there was something spastic about their movement.

Dr. Octavius had fished a lighter out of his pocket, but his hand was shaking so badly he couldn't hold it steady enough to light the cigar. With an exclamation of disgust, he put lighter and cigar back in his pocket.

Spider-Man was at a loss for what to do. Had Dr. Octavius put up a fight or fled, Spider-Man wouldn't have hesitated in bringing the scientist down. Seeing him down on his knees, trembling as though freezing, face contorted in a rictus of pain, his breath coming in wheezing gasps, Spider-Man couldn't just web him up and hand him over to the police. "Doctor, are you all right?" He didn't look it, and it wasn't just because of what had just happened, either. Since Spider-Man had last seen him, he'd lost far too much weight, and the sunglasses couldn't hide the deep hollows around his eyes.

He expected Octavius to snap at him again, but instead the doctor sighed and rubbed his forehead. "I don't… I don't feelpain from the damage… But it's screaming in my head… Hard to think straight…" His hand stroked the actuator's ruined end.

"They feel pain?" Spider-Man was stunned. He knew they were a part of Dr. Octavius, but they were still just machines, not flesh and blood!

"Not pain… But it suddenly found itself blind, deaf, and crippled… The screams are overwhelming… It's confusing the others, ruining the harmony of their thoughts. They're not in sync anymore." Octavius sighed again. "I don't expect you to understand."

Without knowing how the specifics of the doctor's bond to his arms, Spider-Man could only guess at what the doctor was feeling. He didn't know what to say; he had the feeling that nothing he could say would help Octavius, anyway. "I'm such an idiot," Octavius whispered, so softly that Spider-Man realized he wasn't meant to hear. "It wasn't supposed to be like this…" His shoulders slumped.

"What was it supposed to be like? Doctor, what are you doing here tonight?" He hated having to push the scientist, but he had committed a crime, though its exact nature was unclear. Spider-Man wanted to know why. The scientist clearly wasn't under compulsion from the actuators, so why had he done this?

Dr. Octavius started, and looked up at Spider-Man. "Enough about my problems," he said with false levity. "Let's talk about yours. So, how long have you been in transition?"

Spider-Man blinked, baffled. "In transition?" he repeated, then followed the direction of Dr. Octavius's gaze. "Gah!" When he'd stripped to his costume in Harry's home, he'd forgotten something: the socks MJ had stuffed under his costume. "Um… There's a funny story there…" He yanked the socks out, knowing that if he didn't now it'd completely slip his mind (and God only knew what Jameson would make of a Spider-Man with breasts), and stuffed them into the small belt pack few people ever noticed.

"I'm sure there is," Octavius smiled. While Spider-Man had been distracted, he'd lurched to his feet, and his body was tensed for action.

At that moment, the door to the rooftop flew open, and an armed security guard came through the door. More might have followed, except that one of the actuators lashed out, slamming the door shut and warping the door with the force, preventing the other guards from arriving. As for the man already on the roof, another actuator grabbed the man's arm and flung him up and out, away from the rooftop.

"No!" Spider-Man yowled, shooting a webline and snagging the falling man's foot. He secured the line to the roof's edge, then scurried down the wall as the man reached the line's limit and began to swing down and towards the building's wall with rapid speed. Spider-Man caught him before he could slam into the building and lowered him to the ground, then hurried back up to the rooftop.

As he'd expected, Dr. Octavius had used the distraction to make his escape. His speed must have been incredible; he was already out of sight, and the last echoes of the noise of his passage were already fading. The only sign he'd been there was one lone actuator segment sitting in a pool of fluid. Spider-Man picked it up before he set off after the doctor, wondering if it could be of some use.

Then he hopped from building to building, eyes open for Dr. Octavius's distinctive silhouetted. But he reached the buildings lying on the edge of the OsCorp grounds without seeing a sign of him. Either he'd managed to flee further faster than he should have, or he'd hidden. Spider-Man sighed; it looked like he was going to have to search the OsCorp grounds. He couldn't just let Octavius go free; the man may have saved the city, but whatever he was doing here obviously wasn't on the level. Why couldn't you have just stayed dead? Spider-Man wondered, feeling guilty about the direction of his thoughts. He should have been glad that Octavius was alive, right? Your death was your redemption. Why did you have to come back? Why did you attack OsCorp? Revenge seemed the obvious motive, but Dr. Octavius hadn't seemed vengeful. He'd seemed… sad.

His spider-sense suddenly kicked in, yanking him back into reality and slowing it down so that he could hear the low, drawn-out droning of an engine coming from somewhere above him and see something that looked like an orange ball skitter across the rooftop towards him. Reflexes carried him out of the way just as the orange sphere exploded, but his leap had put him in range of a new danger: a cloud of noxious gas that clung to his nose and mouth, stopping breath and making his limbs spasm before giving out, and he crumpled into a heap. As blackness overtook him, he heard maniacal laughter ringing in his ears, a sound that was horrifyingly familiar…

XXX

Otto had had to hide himself; the erratic movements of the distraught actuators slowed his pace, and the jerky movements were making him nauseous. He was crouched in the shadows between two of the buildings, leaning against a cold concrete wall. He expected discovery at any moment; his rasping breaths sounded loud in his ears, almost as loud as the beating of his heart.

And that was nowhere near as loud as the voices. The damaged actuator was no longer screaming, thanks to the efforts of its siblings, but the harmony of their voices was gone. When they spoke, the fourth's voice lagged behind the others, creating a hollow, echoing effect. And its words were distorted; only half were comprehensible. Worse, it was acting like a child in desperate need for comfort, hanging over his shoulder and sticking close to his chest. A dark fluid leaked from one of the severed lines, horribly reminiscent of blood.

But the webslinger didn't find him. Nor did the guards, who had given up Otto as gone, and were concentrating on helping the newly-arrived fire department put out the fire. He decided to take his leave, making no effort to conceal himself. It was all he could do to walk straight, much less sneak out. Once again he thought about pulling out the cigar – found among the belongings taken from his home, likely seized when they'd emptied his sock drawer – but his hands were still trembling, and he didn't trust the actuators with anything so delicate at the moment.

Especially since, beneath their confusion, he could feel their anger. He'd willfully hurt one of them! He hadn't wanted to; in fact, it hadn't even occurred to him to try to get free by breaking the actuator. It was akin to amputating one of his flesh-and-blood limbs, something he hadn't even wanted to consider. But Peter was right; he could rebuild the actuator. It wasn't like chopping off a limb. He just wished the actuators would see it that way, rather than as a cruel betrayal.

He made it over the fence with no difficulty, and wearily made his way to the van. Warren was waiting outside, along with the nameless man from the passenger seat. "I half-expected not to see you again," Warren said mildly. He gestured with his gun, "Get in the van."

Otto obeyed, and practically fell into his seat. "You made a real mess of OsCorp," Warren continued, taking a seat across from Otto. "Mr. O'Connell expected a little damage, but even he thinks blowing up an entire building was a little extreme." Otto shut his eyes and leaned his head against the van's side. "In fact, he'd like to speak to you."

Otto's eyes snapped open. It had been an accident, O'Connell wasn't going to hurt Rosie for it, was he? Warren took out a cell phone, dialed a number, and said brusquely, "He's back. And he seems to have damaged one of his little toys," the guard added derisively. Then he handed the phone to Otto.

Before Otto could defend his actions, O'Connell demanded, "Did you get the plans?"

"I have them."

"And the virus?"

"Uploaded," Otto said wearily.

"Good," O'Connell said. Despite Warren's words, he didn't sound at all upset; in fact, his tone was gleeful. "And the explosion was a nice touch; they shouldn't discover the virus until it's far too late."

He doesn't even care that people might have died… or that I've damaged an actuator! But, as long as he's pleased, he won't hurt Rosie. And then he remembered something that had slipped his mind, something O'Connell wouldn't be so pleased about. He didn't want to mention it, but if he didn't, O'Connell would be furious when he found out. "The hard copy files weren't there."

There was silence for a moment. "What?" The dangerous edge was back in O'Connell's voice.

"I think Harry has them," Otto said dully. "He may have already given them to a buyer, for all I know."

"Dammit!" It was the first time Otto had heard O'Connell lose his cool. "I haven't heard anything about their sale," he said, after taking a moment to collect himself, "so they're probably still at Osborn's home. Do you have any idea where they could be?"

"There's a safe in the den," Otto said. "Probably there."

"Get them."

"Excuse me?" Otto was incredulous. He was barely conscious as it was, and the actuators were drooping around him.

"After suffering major losses tonight, it'll be more important than ever for Osborn to sell those plans," O'Connell explained. "I need them now before he has the chance. And there are several potential buyers at this party of his; he could sell them tonight. Get in there, grab the plans, and bring them to me."

"I've been breathing chemical fumes, and one of the actuators is damaged," Otto said coolly. "I need to see a doctor and begin to repair-"

"When you return," O'Connell said. "Otherwise…" he left the threat hanging. He didn't need to say it; Rosie's life depended on Otto's cooperation.

"I'll get them," Otto whispered. He handed the phone back to Warren before O'Connell could say anything more. He closed his eyes again and slumped against the wall while Warren gave the driver orders. We can do this, Father, the actuators whispered discordantly. But we must not be abused like this again. You must get us out of this man's grasp, or the woman's death won't be the only thing you regret. Otto felt a chill at this, their first outright show of defiance.

…regret… the fourth actuator echoed softly.

XXX

He'd forgotten that O'Connell had said Harry was holding a Halloween party. It was near ten at night, but the party was still in full swing. The music was loud enough that it covered the impact of the actuators with the stone edifice. Otto could feel it even through the concrete as he climbed up the level towards the balcony, which appeared to be empty. Not surprising; the balcony that was Otto's goal came off what had been Norman Osborn's den, and Harry seemed to hold his father's memory as sacred. Otto couldn't imagine him letting party-goers within what had become a shrine to his father.

At least something tonight would be easy. Harry had even left the balcony doors open to let in the surprisingly warm October air. The actuators confirmed that there was no one around, and Otto slipped inside, making straight for the large painting that concealed the safe.

And then the mirror on the adjoining wall swung open. The actuators reacted instantly, sending Otto sprawling behind a large desk close to the safe. From his rather undignified position, he watched from under the desk as a figure clad in shiny green pants and heavy boots emerged from behind the mirror. Otto couldn't see who it was, but the voice that came a few moments later answered the question.

"I've done it," Harry Osborn said. "No, he isn't dead," the young man continued. "I will, but not yet."

Otto strained to hear who Harry was talking to. There didn't seem to be anybody else in the room, so Otto assumed he was talking on the phone.

There was a heavy thud as Harry dropped what looked like a large, full garbage bag on the floor beside him. "I'm going to do it here, in front of everyone. Oh, they won't know it's me, Father, don't worry."

Father? Otto directed one of the actuators to peak under, showing Otto what it saw. Harry Osborn wore a tight, thick green suit, and tucked beneath one arm was what looked like a helmet. As for who he was talking to… It looked for all the world like he was talking to the mirror. "Tonight, at midnight, you will be avenged," Harry vowed solemnly. The young man went across the room and picked up a shimmering length of purple cloth that had been carelessly tossed over one of the chairs, pulling the robe over the green outfit and making certain it was completely concealed. The helmet he concealed in a bag, which he slung over his shoulder. Then he went back to the large bag and hoisted it up with surprising strength.

Harry left the den, but there was a long moment before Otto left the safety of the desk. What the hell just happened? he wondered. From the size and shape of the bag, it had almost looked as if there had been a body in it… but there couldn't have been; he'd lifted it too easily! And why had he called the mirror 'Father?' And just what was he going to do in front of everyone at midnight?

It sounded as if he intended to kill someone. And with this talk of vengeance, there was only one person it could be: Spider-Man. Otto crept out from under the desk, curiosity driving him across the room and to the mirror. Harry doesn't have it in him to kill… But if he thinks he was just talking to Norman, then something's changed. Has all that alcohol gone to his head? It seems I'm not the only one with voices in my head…

We should get what we came for and go, before we get drawn into Osborn's madness, the actuators said. Otto privately agreed, but he wasn't going until his curiosity was sated. And what he was seeing right now had piqued that curiosity.

The mirror that Harry had come through was covered with a thin crust of ice that hadn't been there when Otto entered. And it was too warm outside for it to have occurred naturally.

…madness… The damaged actuator's hollow voice echoed through his mind.

To Be Continued…

Endnotes: The title of this chapter comes from an idea that has been forming since I first saw Spider-Man 2 back in July. Unfortunately, the fic just didn't work out, but I've begun integrating several scenes from that fic into this one, thus making it a whole lot longer than I'd intended. Guh… Can anyone say 'glutton for punishment?'

The ice on the mirror thing? Anyone ever hear how it supposedly gets cold when there are ghosts about?

And I've been amusing myself with the image of O'Connell and Dr. Mereii getting together for lunch and discussing ways to put Otto through Hell… It's a rather intriguing thought. Ah, the things they could come up with if they put their minds together… Oh, and yes, tentacle abuse is fun.