Disclaimer: Lynnea and O'Connell are mine, but everyone else is property of Marvel. No profit is being made from their use.

Author's Note: Ugh, I don't quite like this chapter. I think I kinda rushed a bit so I could get to chapter thirteen. Da da dummm… Since I have a term paper coming up, I'm going to try to get this chapter and the next up by Sunday, so as not to leave you all in suspense. Because while I'm working on the paper, I don't know when I'll have time for this.

Moonlight Becomes You

Twelve – Corpse Puppet

November 4

Lynnea gave the Hilton suite one last look over, making certain she'd packed everything. Her bus left at midnight, giving her four hours with nothing to do, but she wanted out of this city as soon as possible. Mr. O'Connell had acceded to her demands easily enough, and when Mr. Smith – Mondale – had given her the briefcase of money, it had all been there. But after all the effort they'd put in to making certain she didn't know who they were, she feared for her safety. Which was why she'd told Mondale that she was planning to stay in the city for a few more days to see the sights, but had bought a ticket for the first available bus out of the city. Now, she just had to persuade Bat to enter the cat carrier, and then get out of there.

The cat was on the king-sized bed, gleefully shredding the covers and leaving clumps of black hairs on the pristine white sheets. Since it was all in O'Connell's name, he'd be the one charged for the damage, so she let the cat continue his destruction while she grabbed a quick bite to eat.

She was stuffing a cold burger, the remains of a fast-food stop several days ago, into her mouth when Bat finished his work and padded softly over to his cat carrier, a resigned expression on his face. She opened the door to let him in, then covered the carrier with a cloth to make it less conspicuously a pet conveyance. She slung the strap of her duffel bag over her shoulder, then grabbed the briefcase of money. She wished she'd been given it earlier, before the banks closed; carrying that much money in bills made her uneasy.

She opened the suite door, and was about to go back to pick up the cat carrier when movement in the corridor beyond caught her eye. There were two men out there, trying their best to seem inconspicuous but failing miserably. One of them, she'd never seen before.

The other was definitely one of O'Connell's men.

Lynnea pulled back inside, shutting the door and locking it. Shit, that was fast! She couldn't believe that they were going to act here, now, in the Hilton. What was she going to do? She could walk past them; she didn't think that they'd dare kill her in the corridor. But she bet that they'd latch on to her, and escort her out of the hotel, to a cab or a waiting vehicle… If she stayed inside, they'd probably break in and kill her here. Riskier, but she bet that these men knew what they were doing.

Could she go out the window? There was a ledge beneath, and a fire escape that could be reached if she could get around the corner. But it was raining, hard, and the narrow ledge would be slick. She could fall to her death… which was preferable to being murdered, she supposed, but it would still get their job done. Lynnea shut off the lights, so anyone looking up wouldn't see what she was doing, then went to the window, throwing it open, and started to push out the screen. Rain soaked her instantly, slicking her hair to her face.

A vibration went through the wall, and she froze. Was that thunder? She pressed harder, but the screen was strangely resistant. The wall shuddered again, and then again. That's not thunder. But… what is it? She strained her eyes trying to see through the rainy night.

A dark, three-clawed shape with an angry red glow at its heart slammed into the screen, tearing it away. Another gripped the top part of the window and tore, widening the hole and spraying glass and debris into the room. Lynnea fell backwards as a large shape pulled itself through the hole, and she choked down a scream. She scrabbled backwards, her eyes never leaving the horrific shape silhouetted by a bolt of lightning. She got her feet under her, tried to stand and run… But she wasn't fast enough to avoid the actuator's strike, which caught her in the throat and lifted her to her feet, pinning her to the wall behind her. She struggled to breathe, but her windpipe was being crushed and she was rapidly running out of air…

Dr. Octavius stared down at her, his eyes hidden by sunglasses but his expression clear even in the dim light. There was no rage in his face, only sorrow. "I'm sorry," he whispered.

Lynnea tried to force words past her constricted throat. If she could just tell him the truth, perhaps he'd leave her alone… or kill her with no regret at all…

The pincers wrapped around her throat squeezed harder, and dark spots danced in her vision. Her struggles ceased as the strength left her, and she felt her body go numb. It wouldn't be long now…

And then, with a choking cry, Dr. Octavius released her, and she slid bonelessly down the wall. The scientist went down to his knees, covering his face with his right hand. "I can't do it," he said, his tone anguished. "I can't!"

XXX

Lynnea's rasping breaths were the only sound for a long moment. Otto looked up, and saw her staring at him with wide, frightened eyes. She lay still, but Otto had the feeling that if she could move, she'd be running. And that hurt him, badly. She'd been – not close, but she'd been friendly towards him. The only person working for O'Connell who wasn't worth killing. But what was he going to do now? He couldn't let her be seen alive; he didn't know what O'Connell would do. Could he say he'd come in and hadn't found her? Had anyone seen her that could refute this? Or did O'Connell's watchers know that he was here?

Speaking of the watchers… Father, there are two men outside the door. The odds that they are O'Connell's men come to check on us-

I know… I don't want to hear it, Ottosaid sharply. The door was locked, but it wouldn't take long for them to find a way in…

"What do I do?" he whispered. He didn't want to kill her.

"My… bag…"

Otto looked up. "Excuse me?"

Lynnea drew in another deep breath. "Bring… bag…"

There was a duffle bag by the door, next to a briefcase. There was also a covered box that was yowling at the top of its lungs, which Otto ignored. The upper left actuator grabbed the duffle bag and dragged it over, Otto all the while wondering what she wanted with it.

Lynnea unzipped it and fished around. There was a knock on the door, and Otto glanced up sharply. "They're here to see if I've done the job," he said. Lynnea didn't look up until she found a slim case, which she opened.

The padded interior was lined with vials. Lynnea selected one, squinting as she examined the label in the dark. Then she grabbed the one next to it and handed it to Otto. "Give this to me before twenty minutes is up," she said. She popped the lid on the vial she held and swallowed the contents.

The door opened, and Otto leapt to his feet, assisted by the actuators. His eyes were wide behind his glasses and he put his body between them and Lynnea, prolonging the inevitable as long as possible.

The first man brushed past him and stared down at Lynnea, who had fallen very still. Otto barely managed to hide his shock and horror; had that vial contained a poison? He glanced down at the vial he held, frowning. If she'd just poisoned herself, why order him to make certain she got it? She's faking her death! he realized. There were some chemicals that could have peculiar effects on the body, slowing or even stopping its functions. But an antidote would need to be administered as quickly as possible. Now he just needed to get rid of these two-

The second man yanked a gun fitted with a silencer out of his shoulder holster. Before Otto or the first man could stop him, he aimed at Lynnea. "You fool!" Otto yelled, instinctively lashing out with an actuator and hitting the gun. Otto didn't know if his strike caused the man to pull the trigger, or if that had been the man's intention the entire time, but Lynnea's body twitched as the bullet buried itself into her right shoulder. There was no other reaction.

"What are you doing?" Otto hissed.

"Why did you do that?" the gunman countered. The first man knelt, feeling under Lynnea's jaw for a pulse.

"I don't use guns," Otto hissed. "If you leave evidence of an attack, the police will know I was working with someone, and I thought O'Connell wanted to avoid that." His eyes were on the hole in Lynnea's chest; it bled sluggishly, but he knew that once he gave her the antidote, the wound could become mortal. Assuming she's still alive… He had to find a way to get rid of these guys and get her to a hospital. "Let me finish this," he said coldly. "Let me dispose of her body before the police find out she's been shot and trace the bullet." He straightened up to his full height, ignoring the pain in the injured vertebrae. "O'Connell wanted me to handle this."

The two men glanced at each other. "All right. You have half an hour to dispose of her body. If you aren't back in the van by then, we will report you to O'Connell." They left without a backwards glance.

The moment they were gone, Otto dropped to his knees, popping the lid of the vial and ordering an actuator to delicately pick up Lynnea and tip her head back. He poured it down her throat, and he waited, wondering how long before it took effect – if it took effect at all. "C'mon, c'mon," he whispered. But her body stayed far too still…

He gathered her close to him with his right arm, noticing how light she felt. That was bad, wasn't it? Within seconds, Otto was out the window, into the driving rain, Lynnea clutched to his chest. The actuators weren't slowed by the rain-slick surfaces, and they traveled as rapidly as they could across the hotel face. Where is the nearest hospital? he wondered desperately. He had twenty-five minutes to find one and get back…

Otto launched himself to the next building, crossing it rapidly and tensing to spring to the next. Something trickled down his hand, something warm. Not rain… Lynnea had begun bleeding profusely. And Otto's jerky motion was only making everything worse. He gritted his teeth and leapt to the next building, no longer caring who saw him. He cared only for getting her to safety before his time ran out.

Ten minutes passed, with still no hospital in sight. If it hadn't been getting late, Otto would have risked leaving her somewhere, a store or a hotel, maybe, where someone would be sure to find her and call the hospital. And alert the papers and let O'Connell know he hadn't done his job… But if he didn't find help soon, then she would be a corpse…

Father! It's him! Otto whirled, just in time to see a red-and-blue form alight on the cornice of the building. Otto had never been so happy to see the wall crawler in his life. Before Spider-Man could engage him with his normally witty banter, Otto said, "I need your help. She needs your help."

"What have you done?" Spider-Man asked, as Otto set Lynnea in front of him.

"They wanted me to kill her… she needs help!" he said desperately.

"Who, Doctor? Who wanted you to kill her?"

"Get her to a hospital! They can't know she's still alive. The First Avenue Mission – if she wakes up, tell her to go there when the hospital releases her!" He'd be able to find her there, and… and… "Just go!" he screamed. He had ten minutes to get back to the van, and he turned his back on Spider-Man, trusting the young man to take care of Lynnea rather than follow him and risk letting her die.

We need to go as fast as we can, he told the actuators. I don't care how much it hurts me; get us back to that van before the time is up. Pain lanced up through his spine as the actuators pushed themselves to their limit, moving at a speed that stole the breath from Otto's lungs and made his eyes water. He felt like he'd left his stomach back with Spider-Man, which was a lucky thing, since he'd probably have lost the contents otherwise. Mentally, he counted down the minutes as buildings whipped by him; the Hilton seemed so far away, he'd never make it…

Abruptly, the actuators released the building, and the unexpected free fall almost made Otto scream. Then a lower actuator grabbed hold of a ledge two storeys above the ground, jerking Otto to a halt. The van is below, the actuators said apologetically. They climbed down the last few feet to the van, which had opened the rear door in preparation for his return. He ducked inside, where one of the guards was waiting for him. "It's done," Otto said shortly.

The man glanced down at his watch, then back up. "With a minute to spare. Not bad. Mr. O'Connell will be pleased."

Otto collapsed onto the seat and struggled to catch his breath. Pain lanced down his arm, which had pulled loose during his mad flight through the city, and his entire spine ached. But he was more worried about Lynnea… He'd almost killed her, all because O'Connell had asked him to. What else would his employer demand he do before Otto could escape? He'd been lucky to fool O'Connell this time; what if he couldn't the next time?

XXX

November 5

Spider-Man swung in a lazy arc, eyes peeled open for a certain tell-tale sign. He hoped this wasn't a waste of time, but he was starting to wonder. He couldn't even be sure Dr. Octavius had come through this area; the papers had been curiously quiet on the subject of the eight-limbed villain.

When Octavius had handed him the girl the previous night, Spider-Man had been horrified at first. There had been livid bruises encircling her pale throat, and the front of her black shirt had been wet with blood. He'd been forced to yield to Octavius's demands; the woman had been in desperate need of medical help.

It had been frustrating to just let Octavius go. Spider-Man had been waiting for him to show up so he could try to talk to the scientist to see if his theory about a possible employer was true, but he'd been strangely absent. Mary Jane's efforts to dig up dirt on Quest or O'Connell hadn't been successful; the young director had taken his position a year ago, after the previous director had retired. No mysterious deaths, no rumors of threats, nothing. Oh, maybe O'Connell had gathered followers and forced the previous director from his position, but there was no sign of anything illegal.

It had occurred to Spider-Man that maybe the woman would be able to tell him something. If Octavius's employer felt the need for her to be silenced, then she knew too much. So he'd called the hospital, asking about her – only to find that she'd vanished. She could be dead, Spider-Man thought. They could have found her, finished what Octavius had started. She shouldn't have been able to walk out of there on her own.

But if she had, there was a chance that she'd return home and pack, and maybe he could catch her before she arrived. If he could find where she was from. He figured that Octavius had moved in a straight line, trying to find a hospital, so Spider-Man started by where he'd met Octavius the previous evening and swung through the streets, keeping an eye out for the path of destruction.

He almost turned around when he realized he was in one of the wealthier districts, but then he saw something on the face of the Hilton – a gaping hole where one of the windows should have been. Spider-Man's eyes narrowed. He corrected his trajectory so it swung him towards the hole and through it.

Wow… so this is why people stay here, Spider-Man thought. The suite was bigger than his apartment and MJ's combined. It also seemed far too empty; Spider-Man wondered if the girl had already been here, or if someone had taken her things away. No, they'd have cleaned up the mess from the window, at least, Spider-Man thought. He wondered if they even knew about the damage; the violence of the previous night's storm might have covered Octavius's arrival.

There was a desperate yowling sound, drawing Spider-Man's attention to a covered box. He ducked down and brushed the cover aside, opening the door before the crazed cat could hurt himself. It darted past him, running around with frantic mrows. Well, if she'd left her cat, then she'd probably come back, if she could…

Spider-Man sat on cross legged on the floor, away from the debris, where he could watch the door but wouldn't be immediately obvious to anyone entering. It could be a long wait, and he was prepared to stay as long as needed to get to the bottom of things.

The cat, after searching the suite, trotted back to him and hopped into his lap, rubbing its cheek against Spidey's masked face. Then it proceeded to settle in his lap with much kneading of claws. Then, with loud purrs that vibrated through his entire body, the cat fell asleep. Okay… He decided to just go with it, and began to stroke the cat's head.

He'd been lulled into a doze, but the moment he heard someone fumbling at the door, he was fully alert. The cat glanced towards the door, ears pricked, then went back to its slumber. Spidey wondered if that was a good sign. Slowly, the door opened, and a dark figure slipped inside. She turned, saw him, and tensed to run, but with a thwip, Spidey webbed the door shut.

"I'm not going to hurt you," Spider-Man said, staying seated. This would go better if she wasn't frightened.

Her skin was pale, making the bruises on her throat seem even more obvious. Her right arm hung at her side, and Spidey could see the thick padding of bandages beneath the too-large, obviously stolen clothing. "What are you doing here?" she whispered, her voice still hoarse.

"I was worried about you. I took you to the hospital last night with a gun shot wound, and then when I tried to check up on you, they said you were gone. You must be something, to be able to walk out of a hospital unchallenged with a gunshot wound."

Her hand was on the door knob, and she gave it an ineffectual yank. "That won't dissolve for another hour," Spidey continued mildly. "Since we're stuck here together, I'd like to ask you a few questions." She didn't respond. "Who are you, and why did Dr. Octavius try to kill you?"

The woman glanced around the ruin of her room, her gaze drawn to the empty space by her door. "Dammit," she hissed.

"Please," Spider-Man said. "I'd like to help. There might be another attempt on your life. If you would cooperate, maybe there's something that I can do."

The woman collapsed onto the chair furthest from Spider-Man and eyed her unwelcome guest warily. "My name is Lynnea," she said shortly.

Unhelpful, but it was a start. "Why did Dr. Octavius try to kill you?"

She stared off into the distance for a moment, then said, "Because I knew too much, so he was ordered to. He… he didn't want to." She sounded a little surprised at that. And maybe a little guilty…

"Who? Who ordered him to?" Spider-Man asked. He kept his voice gentle, despite his frustration at Lynnea's reluctance. There was something about her that made him tread carefully, as if she would bolt if he said the wrong thing. "Was it Quest Aerospace?" He hadn't wanted to drop names, thinking perhaps she'd just agree to shut him up, but he was getting desperate.

She pursed her lips, and he wondered if she was going to refuse to talk. Then, she sighed. "It was a man named Steven O'Connell, the director of Quest Aerospace, yes. He's been using Dr. Octavius to carry out his dirty work."

"Why would Dr. Octavius work for them?" Spider-Man asked. This was the part he didn't understand.

Her expression was uneasy, and she refused at first to meet his eyes. Spidey frowned. When she spoke, it was so softly that he thought he hadn't heard her correctly. "They have his wife."

"His wife is dead," Spider-Man said. "I watched her die. Do you mean that they have someone they're passing off as her, to get his cooperation?"

Lynnea's face was closed, and she looked as if she was in the middle of some internal debate. Finally, she said, "I don't see any reason not to tell you. The men who shot me took the other half of my money. My silence is no longer paid for. I'm what you would call a re-animator. I was hired before Halloween to bring Rosie Octavius back from the dead."

Spidey gaped, though she didn't see it. She's nuts! he thought, examining her more closely. She did seem to have a Goth look to her; had she really deluded herself into thinking that she could bring back the dead?

But… if she was just a harmless crazy, why try to kill her? "A… re-animator," he repeated, and he winced at the sarcasm he just couldn't suppress. "You mean, you raise zombies?"

Lynnea sighed. "They're called corpse puppets. A zombie is a decaying, brain-eating creation of Hollywood."

"Ah, well, my mistake."

Lynnea raised her eyebrows. "So, the guy who defies the laws of physics by swinging around the city in spandex doesn't believe in re-animating?"

Spidey bristled. "I don't think it's quite the same thing," he began. But all the while, he was thinking over what Lynnea had told him. There were ancient stories of voodoo practices and zombie-raising, and other variations of raising corpses, all over the world. It was easy to dismiss them as horror stories… But what if it was true? He'd seen this so-called Mrs. Octavius for himself, after all, and the resemblance was startling – except for the empty look on her face… "So, O'Connell had Mrs. Octavius reanimated with the intention of controlling Dr. Octavius?" The thought chilled Spider-Man. If it were true, and Dr. Octavius thought his wife was in danger, there was nothing he wouldn't do to keep her from harm… "But why doesn't he suspect anything?" Spidey wondered. "Dr. Octavius isn't stupid; wouldn't he see that there's something wrong? Surely a re-animated body would show some sign that there was something wrong!"

"You mean, like, if her skin was decomposing or something? A corpse puppet isn't like that. While animated, it doesn't decay, it doesn't shamble around with its arms extended seeking fresh meat. A corpse puppet is an empty shell, bound by blood to a controller – in this case, O'Connell. It doesn't have any memories or… or most emotions." Something about that phrasing made Spider-Man shudder. "Most people wouldn't accept that she's alive – but how many people do you know who'd just be so happy to see their loved ones alive that they don't notice the obvious? O'Connell told Octavius that she was seriously wounded in the accident and has amnesia, and he's just so desperate that he believes it."

She sounded so callous. "And that doesn't bother you?" Spider-Man asked.

Lynnea shrugged. "I've been re-animating for quite awhile," she said, unapologetic. "I've done it for people who want to blackmail rivals, or terrify underlings. I've even re-animated a woman for some guy who wanted to use her for pleasure. As long as I get paid, I don't care."

Spider-Man was stunned. "That… that's sick!" he said. "What gives you the right to do this?"

"They're dead," she said. "The souls are long gone. They aren't the people they were in life, they're just… empty. Puppets."

There was something she wasn't telling him; he could see it in her face. "If they're empty, why are they so effective?" he asked. "Even someone blinded with grief should eventually see that there's something wrong."

She suddenly seemed unable to meet his eyes. "Something about the process leaves them with the ability to feel fear. And pain. If a corpse puppet is wounded, it will feel it, and it will bleed. It's why they make such effective tools against one's enemies."

I think I'm going to be sick, Spider-Man thought. How could anyone do this? He tried to imagine someone using Uncle Ben's body against him, how effective it would be, even if he knew that it wasn't Ben anymore.

He fought down his disgust. "So, O'Connell wants you dead so you won't tell anyone about this?" he asked.

"He did go to great lengths to keep everything anonymous, until Mrs. Octavius got frightened by the, er, actuators and I had to fix that. He brought me to Quest, and I went from knowing nothing to pretty much everything. He kept me on to act as a nurse, just to see if Dr. Octavius would trust me more than he would O'Connell. But I think he decided to kill me because of what I saw," she said. "I don't know why he thought I'd talk; I'm paid for my silence, and I wouldn't betray a contract unless I'm betrayed first. They don't want Dr. Octavius just for random acts of violence; they're using his research to give the army. And," she frowned, her nose wrinkling as if she was trying to remember something, "before they let me go, I saw papers on O'Connell's desk. I think they're not satisfied just having Octavius work for them; there's something they apparently can't learn from his notes, and they need to dissect him for that."

Spider-Man digested this thoughtfully. Octavius's accident had had completely unexpected consequences, including the unique interaction between his brain and the AI. These unexpected consequences could have other uses, if they could be duplicated. "There's no way Dr. Octavius would let them do that, though, right?" Lynnea asked, and for the first time, there was a hint of concern in her voice. So she had feelings, after all…

"I think Dr. Octavius would do anything to save his wife," Spider-Man said softly. "Even let himself be taken to pieces."

Lynnea looked as if she couldn't understand how anyone could feel that strongly. "Then I'm glad I faked my death in front of the men sent to check on Octavius, or he might actually have killed me, after all." She gave Spider-Man a piercing look. "Why do you care, anyway? Aren't you two foes?"

Spider-Man didn't quite know the answer to that. "He saved my life. If someone doesn't get him out of this, his is going to be in danger."

"Then have him try to see Mrs. Octavius during the day," Lynnea offered. "Corpse puppets are dormant during the day – they're only active at night, and at their best when they're under the moonlight. If he sees her as a corpse during the day, then he'll know the truth."

That was about all he needed to know. Spider-Man brushed the protesting cat off his lap, and, disgruntled, it padded over to Lynnea, who scolded it and called it a traitor. "Grab your things," he said.

She looked up, shocked. "What?"

"O'Connell's men may think you're dead, but there's a chance someone will see you. I'm going to take you somewhere." He'd checked out the First Avenue Mission the previous night, just in case it was some hideout of Octavius's, but it had been just what the name had said – a mission, where the homeless could receive help. He didn't know why Octavius thought it was a good place to bring the girl, but he had to admit, she would be safe.

"Wouldn't it be safer for me to just leave?"

"O'Connell tried to kill you," Spidey said. "Don't you want to help stop him?"

Lynnea shook her head, then reconsidered. "It would be satisfying to bring him down," she admitted. She shoved Bat into his carrier, then threw the strap of her duffle over her good shoulder and grabbed the carrier in her left hand. "Okay how are we-" she began, then shrieked as Spider-Man's arm encircled her waist and with a leap, they were soaring out the window.

XXX

Below, a man leaning casually against the wall of another building shaded his eyes, trying to make out what the red-and-blue figure was carrying. It looked like a woman…

It seemed that O'Connell had been right to have them watch the hotel, after all. The man pulled a cell phone out of his pocket and dialed the familiar number. His boss answered on the second ring.

"The target is still alive. Dr. Octavius failed."

To Be Continued…